EX-10.1






THIRD AMENDMENT TO

AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




THIS THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of May 28, 2013, 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. Concurrently herewith, the Agent, the LC Bank, the Purchaser, Seller and Ferro are entering
into that certain amended fee letter, dated as of the date hereof (the “Amended Fee
Letter”).



3. 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. Amendment to the Receivables Purchase Agreement. Clause (i) of the
definition of “Facility Termination Date” set forth in Exhibit I to the Receivables
Purchase Agreement is hereby amended by replacing the date “May 28, 2013” where it appears therein
with the date “May 27, 2014”.



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 (a) receipt by the Agent of (i) counterparts of this Amendment duly executed
by each of the parties hereto, in form and substance satisfactory to the Agent, (ii) counterparts
of the Amended Fee Letter duly executed by each of the parties thereto, in form and substance
satisfactory to the Agent and (iii) such other agreements, documents and instruments reasonably
requested by the Agent prior to the date hereof and (b) payment by Seller of the “Amendment Fee”
(under and as defined in the Amended Fee Letter) in accordance with the terms of the Amended Fee
Letter.



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/ John T. Bingle

Name: John T. Bingle

Title: 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: Senior Vice President



3




PNC BANK, NATIONAL ASSOCIATION,




as LC Bank




By: /s/ William P. Falcon




	 	 	Name:
William P. Falcon






Title: Senior Vice President




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