EX-10.1






FIRST AMENDMENT TO

AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




THIS FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of May 29, 2012, is entered into by and among PNC BANK, NATIONAL
ASSOCIATION, as LC Bank (in such capacity, the “LC Bank”) and as Agent for the LC Bank and
the Purchaser (in such capacity, the “Agent”), FERRO FINANCE CORPORATION
(“Seller”), FERRO CORPORATION (“Ferro”) and MARKET STREET FUNDING LLC (the
“Purchaser”).



RECITALS




1. The LC Bank, the Agent, the Purchaser, Seller and Ferro are parties to that certain
Amended and Restated Receivables Purchase Agreement, dated as of May 31, 2011 (as amended,
supplemented or otherwise modified through the date hereof, the “Receivables Purchase
Agreement”).



2. Each of the parties hereto desires to amend the Receivables Purchase Agreement as
hereinafter set forth.



NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:



1. Certain Defined Terms. Capitalized terms that are used herein without definition
shall have the meanings set forth in, or by reference in, the Receivables Purchase Agreement.



2. Amendments to the Receivables Purchase Agreement. The Receivables Purchase
Agreement is hereby amended as follows:




(a) The definition of “Facility Account” set forth in Exhibit I of the
Receivables Purchase Agreement is hereby amended by replacing the number “657205449” where
it appears therein with the number “1131240113”.




(b) Clause (i) of the definition of “Facility Termination Date” set forth in
Exhibit I of the Receivables Purchase Agreement is hereby amended by replacing the
date “May 29, 2012” where it appears therein with the date “May 28, 2013”.




(c) Clause (a) of the definition of “Required Reserve Factor Floor” set forth
in Exhibit I of the Receivables Purchase Agreement is hereby replaced in its
entirety with the following:




(a) the Dynamic Concentration Reserve, plus




(d) Exhibit I of the Receivables Purchase Agreement is hereby amended by adding
the following definitions in the appropriate alphabetical order:



“Dynamic Concentration Reserve” means at any time, (a) the largest of
the following: (i) the sum of the aggregate Outstanding Balance of all
Eligible Receivables for the four (4) largest Group D Obligors (based on the
Outstanding Balance of Eligible Receivables) (up to the Concentration Limit
for each such Obligor), (ii) the sum of the aggregate Outstanding Balance of
all Eligible Receivables for the two (2) largest Group C Obligors (based on
the Outstanding Balance of Eligible Receivables) (up to the Concentration
Limit for each such Obligor), (iii) the aggregate Outstanding Balance of all
Eligible Receivables for the largest Group B Obligor (based on the
Outstanding Balance of Eligible Receivables) (up to the Concentration Limit
for such Obligor) and (iv) the aggregate Outstanding Balance of all Eligible
Receivables for the largest Group A Obligor (based on the Outstanding
Balance of Eligible Receivables) (up to the Concentration Limit for such
Obligor), divided by (b) the aggregate Outstanding Balance of all Eligible
Receivables.



“Group A Obligor”  means any Obligor with a short-term rating of at
least: (a) “A-1” by S&P, or if such Obligor does not have a short-term
rating from S&P, a rating of “A+” or better by S&P on its long-term senior
unsecured and uncredit-enhanced debt securities, and (b) “P-1” by Moody’s,
or if such Obligor does not have a short-term rating from Moody’s, “A1” or
better by Moody’s on its long-term senior unsecured and uncredit-enhanced
debt securities.



“Group B Obligor” means an Obligor, not a Group A Obligor, with a
short-term rating of at least: (a) “A-2” by S&P, or if such Obligor does not
have a short-term rating from S&P, a rating of “BBB+” to “A” by S&P on its
long-term senior unsecured and uncredit-enhanced debt securities, and (b)
“P-2” by Moody’s, or if such Obligor does not have a short-term rating from
Moody’s, “Baa1” to “A2” by Moody’s on its long-term senior unsecured and
uncredit-enhanced debt securities.



“Group C Obligor” means an Obligor, not a Group A Obligor or a Group B
Obligor, with a short-term rating of at least: (a) “A-3” by S&P, or if such
Obligor does not have a short-term rating from S&P, a rating of “BBB-” to
“BBB” by S&P on its long-term senior unsecured and uncredit-enhanced debt
securities, and (b) “P-3” by Moody’s, or if such Obligor does not have a
short-term rating from Moody’s, “Baa3” to “Baa2” by Moody’s on its long-term
senior unsecured and uncredit-enhanced debt securities.



“Group D Obligor” means an Obligor which is not a Group A Obligor,
Group B Obligor or Group C Obligor.




(e) Exhibit II of the Receivables Purchase Agreement is hereby amended by
replacing the phrase “Account No. 657205449” where it appears therein with the phrase
“Account No. 1131240113”.



3. Representations and Warranties. Each of Seller and Ferro represents and warrants
to the LC Bank, the Agent and the Purchaser as follows:




(a) Representations and Warranties. Both before and immediately after giving
effect to this Amendment, each representation and warranty made by it in the Receivables
Purchase Agreement and in the other Transaction Documents is true and correct in all
material respects as of the date hereof (unless stated to relate solely to an earlier date,
in which case such representation or warranty was true and correct as of such earlier date).




(b) Enforceability. The execution and delivery by such Person of this
Amendment, and the performance of each of its obligations under this Amendment and the
Receivables Purchase Agreement, as amended hereby, are within each of its corporate powers
and have been duly authorized by all necessary corporate action on its part. This Amendment
and the Receivables Purchase Agreement, as amended hereby, are such Person’s valid and
legally binding obligations, enforceable in accordance with its terms except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other
similar laws relating to or limiting creditors’ rights generally and by general principles
of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).




(c) No Default. Both before and immediately after giving effect to this
Amendment and the transactions contemplated hereby, no Amortization Event or Potential
Amortization Event exists or shall exist.



4. Effect of Amendment. All provisions of the Receivables Purchase Agreement, as
expressly amended and modified by this Amendment, shall remain in full force and effect. After
this Amendment becomes effective, all references in the Receivables Purchase Agreement (or in any
other Transaction Document) to the “Receivables Purchase Agreement”, or to “hereof”, “herein” or
words of similar effect referring to the Receivables Purchase Agreement, shall be deemed to be
references to the Receivables Purchase Agreement as amended by this Amendment. This Amendment
shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of
the Receivables Purchase Agreement other than as set forth herein.



5. Conditions Precedent to Effectiveness. This Amendment shall become effective as
of the date hereof upon receipt by the Agent of (a) counterparts of this Amendment duly executed by
each of the parties hereto, each in form and substance satisfactory to the Agent and (b) such other
agreements, documents and instruments reasonably requested by the Agent prior to the date hereof.



6. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties on separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute but one and the same instrument.
Delivery by facsimile or email of an executed signature page of this Amendment shall be effective
as delivery of an executed counterpart hereof.



7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES
THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL
APPLY HERETO).



8. Section Headings. The various headings of this Amendment are included for
convenience only and shall not affect the meaning or interpretation of this Amendment, the
Receivables Purchase Agreement, any other Transaction Document or any provision hereof or thereof.



[Signature pages follow.]




IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written
above.




FERRO FINANCE CORPORATION,


as Seller




By: /s/ Robert A. Gage

Name: Robert A. Gage

Title: Assistant Treasurer





FERRO CORPORATION




By: /s/John T. Bingle

Name: John T. Bingle

Title: Treasurer




1




MARKET STREET FUNDING LLC,






as Purchaser




By: /s/Doris J. Hearn

Name: Doris J. Hearn

Title: Vice President




2




PNC BANK, NATIONAL ASSOCIATION,




as Agent




By: /s/William P Falcon




	 	 	Name:
William P. Falcon






Title: Vice President



3




PNC BANK, NATIONAL ASSOCIATION,




as LC Bank




By: /s/William P Falcon




	 	 	Name:
William P. Falcon






Title: Vice President




4