EX-10.1






Citicorp North America, Inc.

750 Washington Boulevard, 8th Floor

Stamford, CT 06901




October 31, 2008




Ferro Corporation


1000 Lakeside Avenue


Cleveland, OH 44114



Ferro Finance Corporation


1000 Lakeside Avenue, Suite A


Cleveland, OH 44114




	 	 	 	Re: Amendment No. 3 to Second Amended and Restated Receivables
Purchase Agreement





Ladies and Gentlemen:



We refer to that certain Second Amended and Restated Receivables Purchase Agreement, dated as
of April 1, 2008 (as amended, modified, supplemented or restated from time to time, the
“Receivables Agreement”), among Ferro Finance Corporation (the “Seller”), as the Seller, CAFCO, LLC
(the “Investor”), as the Investor, Citicorp North America, Inc. (the “Agent”), as the Agent,
Citibank, N.A., as a Bank, Ferro Color & Glass Corporation and Ferro Pfanstiehl Laboratories,
Inc., as Originators, and Ferro Corporation (“Ferro”), as the Collection Agent and an Originator.
Terms not otherwise defined herein shall have the meanings set forth in the Receivables Agreement.



On the date hereof (the “MPU 43 Release Effective Date”) and pursuant to the terms and
conditions set forth herein, the Seller hereby requests (i) an amendment to the Receivables
Agreement as set forth herein and (ii) that the Investor release and reconvey to the Seller that
portion of each Receivable Interest sold to the Investor pursuant to the Receivables Agreement
representing Receivables and the Related Security with respect thereto existing as of such date to
the extent constituting Acquired Assets as defined in that certain Asset Purchase Agreement dated
as of September 29, 2008, by and between Ferro and Novolyte Technologies LP (“Buyer”), which
Receivables are further identified as belonging to MPU 43 within company code 2010 (such portions
of the Receivable Interests to be released and reconveyed, collectively, the “Released Receivable
Interests”; such Receivables, the “MPU 43 Receivables”). The MPU 43 Receivables are identified on
Exhibit A attached hereto.



Amendments



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




“Originator Receivable” means the indebtedness of any Obligor resulting from
the provision or sale of merchandise, insurance or services by an Originator under a
Contract, 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 Release Effective Date, “Originator Receivable” shall not
include any MPU 43 Receivables.



2. Section 1.01 of the Receivables Agreement 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 Release
Effective Date constituting Acquired Assets as defined in that certain Asset Purchase
Agreement dated as of September 29, 2008 by and between Ferro and Novolyte Technologies LP,
which are further identified as belonging to MPU 43 within company code 2010.




“MPU 43 Release Effective Date” means the date on which the Released Receivable
Interests (as defined in Amendment No. 3 to this Agreement) are released and reconveyed to
the Seller as provided in Amendment No. 3 to this Agreement.



Release of Receivables



1. On the MPU 43 Release Effective Date, the Seller may deem all MPU 43 Receivables then owned
by it to be excluded from the Originator Receivables (and therefore from Receivables and Pool
Receivables, as defined in the Receivables Agreement) for all purposes.



2. Effective upon the MPU 43 Release Effective Date, the Agent and the Investor hereby (i)
release and reconvey to the Seller all Released Receivable Interests previously sold by the Seller
and outstanding as of the MPU 43 Release Effective Date, all without recourse to or representation
or warranty of any kind by the Agent or the Investor, other than a representation by the Agent that
the Released Receivable Interests are free and clear of any Adverse Claims created by the Agent or
the Investor or as a result of a claim against the Agent or the Investor, and (ii) release, as of
the MPU 43 Release Effective Date, any and all security interests, liens or other encumbrances the
Agent or the Investor may have in or to the Pool Receivables which are MPU 43 Receivables and the
Related Security with respect thereto.



3. On the MPU 43 Release Effective Date, upon receipt by the Agent of (a) this letter
agreement executed by each of you and the Investor and (b) a conforming letter agreement with
respect to the Originator Purchase Agreement, the Agent will deliver or release to the Seller, as
the case may be, UCC-3 partial releases with respect to the Released Receivable Interests, the MPU
43 Receivables and the Related Security with respect thereto. Ferro or its designee is authorized
to file or cause to be filed such UCC-3 partial releases following such delivery or release.



4. The Collection Agent agrees that immediately following the MPU 43 Release Effective Date,
it will notify, and/or will arrange for any buyer of any portion of the MPU 43 Receivables to
notify, all Obligors with respect to MPU 43 Receivables to remit all payments in respect thereof to
such accounts or addresses other than Lock-Box Accounts as directed by Ferro or the Buyer.



Miscellaneous



1. Except as herein expressly amended, the Receivables Agreement is ratified and confirmed in
all respects and shall remain in full force and effect in accordance with its terms. All
references to the Receivables Agreement in the Receivables Agreement, the Originator Purchase
Agreement, the Purchase Agreement and the other Transaction Documents shall mean the Receivables
Agreement as amended by this letter agreement and as hereafter amended, restated, supplemented or
modified.



2. The Seller and Ferro 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.
The Seller and the Collection Agent each represent and warrant that after giving effect to this
letter agreement, the MPU 43 Release Effectiveness Date and any associated reduction of Capital, no
Event of Termination or Incipient Event of Termination will occur.



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.



CITICORP NORTH AMERICA, INC.,



as Agent



By:  /s/ Junette M. Earl

Name: Junette M. Earl

Title: Vice President




AGREED AND ACKNOWLEDGED AS OF


THE DATE FIRST WRITTEN ABOVE:



CAFCO, LLC



	 	 	 
	By: /s/ Junette M. Earl

	 

	Name: Junette M. Earl

	Title:

	 	Vice President






FERRO FINANCE CORPORATION



	 	 	 
	By: /s/ Karen L. Larsen

	 

	Name: Karen L. Larsen

	Title:

	 	Assistant Treasurer






FERRO CORPORATION



	 	 	 
	By: /s/ Peter T. Thomas

	 

	Name: Peter T. Thomas

	Title:

	 	Vice President, Organic Specialties






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Exhibit A




MPU 43 Receivables




See attached.



SOLICITORS, 003554, 000059, 102626844.1, Amend No 3 to A&R RPA (Execution w/ Conformed
Sigs)




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