EX-10.3






Ferro Finance Corporation

1000 Lakeside Avenue, Suite A

Cleveland, OH 44114




October 31, 2008




Ferro Corporation


1000 Lakeside Avenue


Cleveland, OH 44114




	 	 	 	Re: Amendment No. 1 to Amended and Restated Purchase and
Contribution Agreement





Ladies and Gentlemen:



We refer to that certain Amended and Restated Purchase and Contribution Agreement, dated as of
April 1, 2008 (as amended, modified, supplemented or restated from time to time, the “PCA”), among
Ferro Finance Corporation, as Purchaser (the “Purchaser”) and Ferro Corporation, as Seller (the
“Seller”). Terms not otherwise defined herein shall have the meanings set forth in the PCA.



On the date hereof (the “Repurchase Date”), the Seller desires to repurchase from the
Purchaser certain Receivables and the Related Security with respect thereto existing as of such
date generated by the Seller in the course of its business, to the extent constituting Acquired
Assets as defined in that certain Asset Purchase Agreement (the “APA”) dated as of September 29,
2008 by and between the Seller and Novolyte Technologies LP, which Receivables are further
identified as belonging to MPU 43 within company code 2010 (such Receivables to be repurchased,
collectively, the “Repurchased Receivables”). The Repurchased Receivables are identified on
Exhibit A attached hereto.



The parties hereto have agreed to amend the PCA pursuant to the sale contemplated above, and
as otherwise set forth below, on the terms and conditions set forth herein.



Amendments



1. The definition of “Receivable” in Section 1.01 of the PCA is hereby amended and restated to
read in its entirety as follows:




“Receivable” means the indebtedness of any Obligor under a Contract (whether
constituting an account, instrument, chattel paper or general intangible), and includes the
right to payment of any interest or finance charges and other obligations of such Obligor
with respect thereto; provided, however, that from and after the MPU 43
Repurchase Date, “Receivable” shall not include any MPU 43 Receivables.



2. Section 1.01 of the PCA is hereby amended by adding the following new definitions in the
proper alphabetical order:




“MPU 43 Receivables” means Receivables existing as of the MPU 43 Repurchase
Date constituting Acquired Assets as defined in that certain Asset Purchase Agreement dated
as of September 29, 2008 by and between the Seller and Novolyte Technologies LP, which are
further identified as belonging to MPU 43 within company code 2010.




“MPU 43 Repurchase Date” means the date on which the MPU 43 Receivables are
repurchased by the Seller as provided in Amendment No. 1 to this Agreement.



Repurchase of Receivables



1. On the Repurchase Date and in consideration of the payment of the Purchase Price referred
to below, the Purchaser hereby (i) sells to the Seller all Repurchased Receivables outstanding as
of the Repurchase Date and the Related Security with respect thereto, all without recourse to or
representation or warranty of any kind by the Purchaser, other than a representation by the
Purchaser that the Repurchased Receivables are free and clear of any Adverse Claims created by it
or as a result of a claim against it, and (ii) releases, as of the Repurchase Date, any and all
security interests, liens or other encumbrances it may have in or to the Repurchased Receivables
and the Related Security with respect thereto. The Purchase Price for such sale and release is
$6,483,200.19. The Purchaser directs the Seller to pay the Purchase Price either to its account at
account no. 657205449 at National City Bank, Cleveland, OH, no later than 11:00 a.m. (New York City
time) on the Repurchase Date in immediately available funds in U.S. Dollars or to use the Purchase
Price to offset amounts owed to the Seller, as mutually agreed by the parties. The sale and
release of the Repurchased Receivables shall not be effective unless the Purchase Price is so paid
on or prior to such time.



Miscellaneous



1. Except as herein expressly amended, the PCA is ratified and confirmed in all respects and
shall remain in full force and effect in accordance with its terms. All references to the PCA in
the PCA, the Sale Agreement and the other documents and instruments delivered pursuant thereto or
in connection therewith shall mean the PCA as amended by this letter agreement, and as hereafter
amended, restated, supplemented or modified.



2. The Purchaser and the Seller each represent and warrant that this letter agreement has been
duly authorized, executed and delivered by it and constitutes its legal, valid and binding
obligation.



3. This letter agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.



[Remainder of page intentionally left blank.]

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This letter agreement may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which when taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a signature page to
this letter agreement by telecopier or other electronic means shall be effective as delivery of a
manually executed counterpart of this letter agreement.



FERRO FINANCE CORPORATION



	 	 	 	 	 	 	 
	 	 	 	 	By: /s/ Karen L. Larsen
	 	 	 	 	 
	 	 	 	 	Name: Karen L. Larsen
	
 
	 	 	 	Title:
	 	Assistant Treasurer
	AGREED AND ACKNOWLEDGED AS OF
	 	 	 	 
	THE DATE FIRST WRITTEN ABOVE:
	 	 	 	 
	FERRO CORPORATION

	 	

	 	

	 	

	By: /s/ Peter T. Thomas
	 	 	 	 
	 
	 	 	 	 
	Name: Peter T. Thomas
	 	 	 	 
	Title:

	 	Vice President, Organic Specialties
	 	

	 	







Pursuant to Section 5.01(m) of the Sale Agreement


(as such term is defined in the PCA), the undersigned


consents to the foregoing amendment to the PCA.



CITICORP NORTH AMERICA, INC., as Agent



	 	 	 
	By: /s/ Junette M. Earl

	 

	Name: Junette M. Earl

	Title:

	 	Vice President






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Exhibit A




Repurchased Receivables




See attached.



SOLICITORS, 003554, 000059, 102626841.1, Amend No. 1 to AR PCA re Sherwood Sale (Execution w/
Conformed Sigs)




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