**EXHIBIT 10.1**
**AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT**
***THIS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT***(this ***“Amendment”***) is entered into as of February 4, 2010by and among Ferro Finance Corporation, an Ohio corporation (***“Seller”***), Ferro Corporation, an Ohio corporation(***“Ferro”***), as initial Collection Agent, Wachovia Bank, National Association (***“Wachovia”***or a “***Purchaser***” and, togetherwith its successors and assigns, the “***Purchasers***”), and Wachovia Bank, National Association, in its capacity as Agentfor the Purchasers (in such capacity, together with its successors and assigns, the ***“Agent”***), with respect to thatcertain Receivables Purchase Agreement dated as of June 2, 2009 by and among the parties (the ***“Agreement”***).Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Agreement.
***PRELIMINARY STATEMENTS***
Seller and the Collection Agent desire to amend the Agreement as hereinafter set forth..
Each Purchaser and the Agent is willing to agree to such amendment, on the terms and subjectto the conditions hereinafter set forth.
***NOW, THEREFORE,***in consideration of the premises and the other mutual covenants herein contained, and for othergood and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agreeas follows:
Section 1. Amendment. The definition of ***“Monthly Reporting Date”***set forth in Exhibit I to theAgreement is hereby amended and restated in its entirety to read as follows:
***“Monthly Reporting Date”***means the 10th Business Day of each monthhereafter.
Section 2. Representations. In order to induce the other parties hereto to consent to this Amendment:(a) Seller hereby makes each of its representations and warranties set forth in Section 5.1 (other than Section 5.1(m))of the Agreement as though made on and as of the date hereof, except to the extent such representations and warrantiesexpressly relate to an earlier date, in which case Seller represents and warrants that such representations andwarranties were true and correct in all material respects as of such earlier date, and (b) each of the Seller Partieshereby confirms that, as of the date of this Amendment, no event has occurred and is continuing that constitutes anAmortization Event or a Potential Amortization Event.
Section 3. Condition Precedent. This Amendment shall become effective as of the date first above writtenupon receipt by the Agent of counterparts hereof, duly executed by each of the parties hereto.
Section 4. Miscellaneous.
4.1. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THESTATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO).
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4.2. CONSENT TO JURISDICTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVEJURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, IN ANY ACTIONOR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE AGREEMENT AS AMENDED HEREBY AND EACH OF THE PARTIESHERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED INANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMITTHE RIGHT OF THE AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHERJURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST THE AGENT OR ANY PURCHASER OR ANY AFFILIATE OF THEAGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, ORCONNECTED WITH THIS AMENDMENT OR THE AGREEMENT AS AMENDED HEREBY SHALL BE BROUGHT ONLY IN A COURT IN THE BOROUGH OFMANHATTAN, NEW YORK.
4.3. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDINGINVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUTOF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT OR THE AGREEMENT AS AMENDED HEREBY OR THE RELATIONSHIP ESTABLISHEDHEREUNDER OR THEREUNDER.
4.4. Counterparts. This Amendment may be executed in any number of counterparts and by different partieshereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which whentaken together shall constitute one and the same agreement.
*<signature pages follow>*
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***IN WITNESS WHEREOF,***the parties hereto have caused this Agreement to be executed and delivered by their dulyauthorized officers as of the date hereof.
FERRO FINANCE CORPORATION, as Seller
By: /s/ Robert Gage