EX-10.1






EXECUTION COPY




FOURTH AMENDMENT

TO

AMENDED AND RESTATED CREDIT AGREEMENT




This FOURTH AMENDMENT dated as of March 11, 2009 (this “Amendment No. 4”), to the
Existing Credit Agreement is among FERRO CORPORATION, an Ohio corporation (the “Company”),
each Lender party hereto, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Term Loan Administrative Agent,
and NATIONAL CITY BANK, as Revolving Loan Administrative Agent and Collateral Agent.



W I T N E S S E TH:




WHEREAS, the Company, the Lenders, the Term Loan Administrative Agent, the Revolving Loan
Administrative Agent and the Collateral Agent are all parties to the Amended and Restated Credit
Agreement, dated as of June 8, 2007 (as otherwise amended, restated, supplemented, waived or
otherwise modified prior to the date hereof, the “Existing Credit Agreement,” and as
amended, restated, supplemented, waived or otherwise modified by this Amendment No. 4 and as the
same may be amended, restated, supplemented, waived or otherwise modified from time to time, the
“Credit Agreement”);



WHEREAS, the Company has requested that the Lenders agree to amend certain provisions of the
Existing Credit Agreement as set forth in this Amendment No. 4;



WHEREAS, the Lenders whose signatures appear below, constituting at least the Required
Lenders, are willing to amend the Existing Credit Agreement on the terms and subject to the
conditions set forth herein; and



WHEREAS, capitalized terms for which meanings are provided in the Existing Credit Agreement
are, unless otherwise defined herein or the context otherwise requires, used in this Amendment No.
4 with such meanings.



NOW, THEREFORE, the parties hereto hereby agree and covenant as follows:



ARTICLE I.

AMENDMENTS TO EXISTING CREDIT AGREEMENT




Effective on (and subject to the occurrence of) the Amendment No. 4 Effective Date, the
provisions of the Existing Credit Agreement referred to below are hereby amended in accordance with
this Article I.



SECTION 1.01 Amendments to Article I. Article I of the Existing Credit Agreement is
hereby amended as set forth below:



(a) Section 1.1 of the Existing Credit Agreement is hereby amended by adding the following
definitions in proper alphabetical sequence:




““Amendment No. 4” means that certain Fourth Amendment to this Agreement dated as of
March 11, 2009, among the Company, the Administrative Agents and the Lenders party thereto.”




““Amendment No. 4 Effective Date” means the date of satisfaction of the conditions
referred to in Article II of Amendment No. 4.”




““Defaulting Lender” means any Revolving Loan Lender that has failed to fund any
portion of its Revolving Loans, participations in Letters of Credit or participations in
Swing Line Loans within three Business Days of the date required to be funded by it
hereunder, or any Revolving Loan Lender that has (a) notified the Company, the Revolving
Loan Administrative Agent, the Issuer, the Swing Line Lender or any Revolving Loan Lender in
writing that it does not intend to comply with any or all of its funding obligations under
this Agreement or has made a public statement to the effect that it does not intend to
comply with its funding obligations under this Agreement or under other agreements in which
it commits to extend credit, (b) failed, within three Business Days after a request by the
Revolving Loan Administrative Agent, to confirm that it will comply with the terms of this
Agreement relating to its obligations to fund prospective Revolving Loans, participations in
then outstanding Letters of Credit and participations in then outstanding Swing Line Loans,
(c) otherwise failed to pay over to the Revolving Loan Administrative Agent or any other
Revolving Loan Lender any other amount required to be paid by it hereunder within three
Business Days of the date when due, unless the subject of a good faith dispute, or (d) (i)
become or is insolvent or has a parent company that has become or is insolvent or (ii)
become the subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee or custodian appointed for it, or has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such proceeding or
appointment or has a parent company that has become the subject of a bankruptcy or
insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed
for it, or has taken any action in furtherance of, or indicating its consent to, approval of
or acquiescence in any such proceeding or appointment.”



(b) The definition of “Alternate Base Rate” is hereby amended and restated in its entirety to
read as follows:




““Alternate Base Rate” means, on any date and with respect to all Base Rate Loans, a
fluctuating rate of interest per annum equal to the higher of (a) the Base Rate in effect on
such day; (b) the Federal Funds Rate in effect on such day plus 1/2 of 1% and (c) the LIBO
Rate (Reserve Adjusted) for a one month Interest Period on such day (or if such day is not a
Business Day, the immediately preceding Business Day) plus 1%. Changes in the rate of
interest on that portion of any Loans maintained as Base Rate Loans will take effect
simultaneously with each change in the Alternate Base Rate. The Revolving Loan
Administrative Agent will give notice promptly to the Company and the Lenders of changes in
the Alternate Base Rate; provided that the failure to give such notice shall not affect the
Alternate Base Rate in effect after such change.”



(c) The definition of “Applicable Commitment Fee Margin” is hereby amended and restated to
read in its entirety as follows:




““Applicable Commitment Fee Margin” means with respect to the Revolving Loan
Commitment, (a) prior to the Amendment No. 4 Effective Date, the applicable percentage then
in effect under this Agreement (prior to giving effect to Amendment No. 4) pursuant to the
terms thereof, (b) as of the Amendment No. 4 Effective Date to the date on which the
Administrative Agents receive a Compliance Certificate pursuant to clause (c) of
Section 7.1.1 for the Fiscal Quarter ending March 31, 2009, 0.75% and (c)
thereafter, the applicable percentage set forth below determined by reference to the
Leverage Ratio as set forth in the most recent Compliance Certificate received by the
Administrative Agents pursuant to clause (c) of Section 7.1.1:



	 	 	 	 	 
	 	 	 	 	Applicable

	 	 	 	 	 

	 	 	 	 	Commitment

	 	 	 	 	 

	 	 	 	 	Fee Margin

	 	 	 	 	 

	 	 	 	 	For Revolving

	 	 	 	 	 

	 	 	Leverage Ratio
	 	Loan Commitment

	 	 	 
	 	 

	Level I
	 	<3.50:1
	 	0.50%

	Level II
	 	=3.50:1 but <4.00:1
	 	0.50%

	Level III
	 	=4.00:1 but <5.00:1
	 	0.75%

	Level IV
	 	=5.00:1
	 	0.75%








Changes in the Applicable Commitment Fee Margin resulting from a change in the Leverage
Ratio shall become effective as of the first Business Day immediately following delivery by
the Company to the Administrative Agents of a new Compliance Certificate pursuant to
clause (c) of Section 7.1.1; provided that if a Compliance Certificate is
not delivered when due in accordance with such Section, then the Applicable Commitment Fee
Margin shall increase to the next higher level above the Applicable Commitment Fee Margin
then in effect, which increased Applicable Commitment Fee Margin shall apply as of the first
Business Day after the date on which such Compliance Certificate was required to have been
delivered.




In the event that any financial statement or Compliance Certificate for any period ending on
or after December 31, 2008 delivered pursuant to clauses (a), (b) or
(c) of Section 7.1.1 is inaccurate (regardless of whether this Agreement or
the Revolving Loan Commitments are in effect when such inaccuracy is discovered) (it being
understood and agreed that a change in GAAP that has a retroactive effect shall not cause
previously delivered financial statements or Compliance Certificates to be deemed to be
inaccurate), and such inaccuracy, if corrected, would have led to the application of a
higher Applicable Commitment Fee Margin for any period (an “Applicable Period”) than
the Applicable Commitment Fee Margin applied for such Applicable Period, then (i) the
Company shall immediately deliver to the Administrative Agents a corrected financial
statement and a corrected Compliance Certificate for such Applicable Period, (ii) the
Applicable Commitment Fee Margin shall be determined based on the corrected Compliance
Certificate for such Applicable Period, and (iii) the Company shall immediately pay to the
Revolving Loan Administrative Agent (for the account of the Revolving Loan Lenders during
the Applicable Period or their successors and assigns) the accrued additional commitment
fees owing as a result of such increased Applicable Commitment Fee Margin for such
Applicable Period. This paragraph shall not limit the rights of the Administrative Agents or
the Lenders with respect to Article VIII hereof, and shall survive the termination
of this Agreement for a period of two years.”



(d) The definition of “Applicable Margin” is hereby amended and restated in its entirety to
read as follows:




““Applicable Margin” means:




(a) with respect to Term Loans, (i) prior to the Amendment No. 4 Effective Date, 1.00%
for Base Rate Loans and 2.00% for LIBO Rate Loans and (ii) on and after the Amendment No. 4
Effective Date, 5.00% for Base Rate Loans and 6.00% for LIBO Rate Loans; and




(b) with respect to Revolving Loans and Swing Line Loans (other than Swing Line Loans
being maintained as Money Market Rate Loans), (i) prior to the Amendment No. 4 Effective
Date, the applicable percentage then in effect under this Agreement (prior to giving effect
to Amendment No. 4) pursuant to the terms thereof, (ii) from the Amendment No. 4 Effective
Date to the date on which the Administrative Agents receive a Compliance Certificate
pursuant to clause (c) of Section 7.1.1 for the Fiscal Quarter ending March
31, 2009, 5.00% per annum for Base Rate Loans and 6.00% per annum for LIBO Rate Loans and
(c) thereafter, the applicable percentage set forth below determined by reference to the
Leverage Ratio as set forth in the most recent Compliance Certificate received by the
Administrative Agents pursuant to clause (c) of Section 7.1.1:



	 	 	 	 	 	 	 	 	 	 	 
	
 
	 	 	 	Applicable
	 	Applicable

	
 
	 	 	 	 	 	 	 	 	 	 
	
 
	 	 	 	Margin for
	 	Margin for

	
 
	 	 	 	 	 	 	 	 	 	 
	
 
	 	 	 	Revolving
	 	Revolving

	
 
	 	 	 	 	 	 	 	 	 	 
	
 
	 	Leverage Ratio
	 	Base Rate Loans
	 	LIBO Rate Loans

	
 
	 	 
	 	 	 	 	 	 	 	 
	Level I

	 	<3.50:1
	 	 	3.50	%	 	 	4.50	%
	Level II

	 	=3.50:1 but <4.00:1
	 	 	4.00	%	 	 	5.00	%
	Level III

	 	=4.00:1 but <5.00:1
	 	 	4.50	%	 	 	5.50	%
	Level IV

	 	=5.00:1
	 	 	5.00	%	 	 	6.00	%







Changes in the Applicable Margin pursuant to this clause (b) resulting from a
change in the Leverage Ratio shall become effective as of the first Business Day immediately
following delivery by the Company to the Administrative Agents of a new Compliance
Certificate pursuant to clause (c) of Section 7.1.1; provided that if a
Compliance Certificate is not delivered when due in accordance with such Section, then the
Applicable Margin shall increase to the next higher level above the Applicable Margin then
in effect, which increased Applicable Margin shall apply as of the first Business Day after
the date on which such Compliance Certificate was required to have been delivered.




In the event that any financial statement or Compliance Certificate for any period
ending on or after December 31, 2008 delivered pursuant to clauses (a), (b)
or (c) of Section 7.1.1 is inaccurate (regardless of whether this Agreement
or the Revolving Loan Commitments are in effect when such inaccuracy is discovered) (it
being understood and agreed that a change in GAAP that has a retroactive effect shall not
cause previously delivered financial statements or Compliance Certificates to be deemed to
be inaccurate), and such inaccuracy, if corrected, would have led to the application of a
higher Applicable Margin for any period (an “Applicable Period”) than the Applicable
Margin applied for such Applicable Period, then (i) the Company shall immediately deliver to
the Administrative Agents a corrected financial statement and a corrected Compliance
Certificate for such Applicable Period, (ii) the Applicable Margin shall be determined based
on the corrected Compliance Certificate for such Applicable Period, and (iii) the Company
shall immediately pay to the Revolving Loan Administrative Agent (for the account of the
Revolving Loan Lenders during the Applicable Period or their successors and assigns) the
accrued additional interest owing as a result of such increased Applicable Margin for such
Applicable Period. This paragraph shall not limit the rights of the Administrative Agents or
the Lenders with respect to Section 3.2.2 and Article VIII hereof, and shall
survive the termination of this Agreement for a period of two years.”



(e) The definition of “EBITDA” is hereby amended and restated in its entirety to read as
follows:




““EBITDA” means, for any applicable period, the sum of (a) Net Income, plus (b) to
the extent deducted in determining Net Income, the sum of (i) amounts attributable to
amortization, (ii) income tax expense, (iii) Interest Expense, (iv) depreciation of assets,
(v) expenses incurred in connection with the Company’s accounting investigations and audit
expenses in an aggregate amount not to exceed $10,000,000 for each of the 2005 Fiscal Year
and 2006 Fiscal Year, respectively, none of which remains available as of the Amendment No.
4 Effective Date, (vi) restructuring expenses (including expenses relating to modifications
to the Company’s retirement programs) in an aggregate amount not to exceed $30,000,000 in
the aggregate for the 2006 and 2007 Fiscal Years, none of which remains available as of the
Amendment No. 4 Effective Date, (vii) restructuring expenses related to additional
restructuring initiatives for the 2007, 2008 and 2009 Fiscal Years in an amount not to
exceed $30,000,000 in any such Fiscal Year or $45,000,000 in the aggregate, of which
approximately $6,000,000 remains available as of September 30, 2008, (viii) restructuring
expenses that are related to cost-savings initiatives related to additional restructuring
initiatives for the 2009 and 2010 Fiscal Years in an aggregate amount not to exceed
$36,000,000, (ix) non-cash pension expenses with respect to the 2009 Fiscal Year incurred in
excess of cash contributions in connection with pension plans in an aggregate amount not to
exceed $14,000,000 in such Fiscal Year, (x) non-recurring fees, cash charges and other cash
expenses paid in connection with the preparation, negotiation, approval, execution and
delivery of Amendment No. 4 (including the fees and expenses of the consultant referred to
in Section 7.1.14), (xi) non-cash expenses incurred in connection with asset
write-offs, including, but not limited to, goodwill impairments, (xii) if applicable, any
swap or hedge breakage costs relating to interest rate swaps or hedges in effect on the
Amendment No. 4 Effective Date (including, without limitation, any such costs incurred in
connection with a prepayment of the Term Loans) to the extent any such costs do not
constitute Interest Expense, (xiii) non-cash losses resulting from mark-to-market accounting
treatment of interest rate hedging agreements and (xiv) non-cash losses resulting from
mark-to-market accounting treatment of metals owned by the Company as of the date of
determination and recorded as assets on the consolidated balance sheet of the Company and
its Subsidiaries, minus (c) to the extent added in determining Net Income, the sum
of (i) non-cash gains resulting from mark-to-market accounting treatment of interest rate
hedging agreements and (ii) non-cash gains resulting from mark-to-market accounting
treatment of metals owned by the Company as of the date of determination and recorded as
assets on the consolidated balance sheet of the Company and its Subsidiaries.”



(f) The definition of “Excess Cash Flow” is hereby amended by deleting the word “and” set
forth before clause (v) thereof and replacing it with a comma and by adding the following to the
end thereof:




“and (vi) non-recurring fees, cash charges and other cash expenses paid by the Company and
its Subsidiaries in connection with the preparation, negotiation, approval, execution and
delivery of Amendment No. 4 (including the fees and expenses of the consultant referred to
in Section 7.1.14)”.



(g) The definition of “Fixed Charge Coverage Ratio” is hereby amended and restated in its
entirety to read as follows:




““Fixed Charge Coverage Ratio” means, as of the close of any Fiscal Quarter, the
ratio computed for the period consisting of such Fiscal Quarter and each of the three
immediately preceding Fiscal Quarters of (a) EBITDA (for all such Fiscal Quarters) minus
Capital Expenditures made during such Fiscal Quarters; provided that for purposes of
calculating the Fixed Charge Coverage Ratio for any Fiscal Quarter ending in the 2007, 2008
and 2009 Fiscal Years, up to $30,000,000 of Capital Expenditures made in any such Fiscal
Year, but not exceeding $45,000,000 of Capital Expenditures in all such Fiscal Years, of
which approximately $10,000,000 remains available as of September 30, 2008, in each case as
related to restructuring initiatives, shall be excluded from such calculation, to (b) the
sum (for all such Fiscal Quarters) of (i) Interest Expense actually paid in cash during such
Fiscal Quarters (excluding (A) initial issuance costs paid in connection with Indebtedness
incurred in respect of the Obligations, (B) any make-whole premium or Interest Expense
payable in connection with the prepayment of Indebtedness under the 1998 Indenture, and (C)
if applicable, any swap or hedge breakage costs relating to interest rate swaps or hedges in
effect on the Amendment No. 4 Effective Date (including, without limitation, any such costs
incurred in connection with a prepayment of the Term Loans)), (ii) scheduled principal
repayments of Indebtedness (other than Indebtedness issued under the Indentures) actually
made during such Fiscal Quarters (including repayments of the Term Loans pursuant to
clause (c) of Section 3.1.1), but specifically excluding repayments of the
Term Loans pursuant to clauses (d), (e), (f) or (h) of
Section 3.1.1, (iii) finance expenses paid in connection with the Permitted
Receivables Program during such Fiscal Quarters, and (iv) Restricted Payments made by the
Company during such Fiscal Quarters; provided, that Restricted Payments made by the
Company during the Fiscal Quarters ending on June 30, 2008, September 30, 2008 and December
31, 2008 shall be calculated on a pro forma basis as if the amount of each
such Restricted Payment equals $221,000.”



(h) The definition of “Indebtedness” is hereby amended by adding the following to the end
thereof:




“For the avoidance of doubt, on any date, the entire outstanding principal amount of the
Company’s 6.50% Convertible Senior Notes due 2013 on such date shall constitute Indebtedness
of the Company with respect to such date, notwithstanding the treatment thereof in
accordance with GAAP.”



(i) The definition of “Letter of Credit Commitment Amount” is hereby amended and restated in
its entirety to read as follows:




““Letter of Credit Commitment Amount” means, on any date, a maximum amount equal to
the Dollar Equivalent of $120,000,000, as such amount may be permanently reduced from time
to time pursuant to Section 2.2.”



(j) The definition of “Leverage Ratio” is hereby amended and restated in its entirety to read
as follows:




““Leverage Ratio” means, on any date of determination, the ratio of (a) Total Debt
outstanding on such date to (b) EBITDA computed for the period of four consecutive
Fiscal Quarters most recently ended on or prior to such date; provided that, for
purposes of calculating the Leverage Ratio for any date on which Indebtedness is outstanding
under each of the 1998 Indenture and the 2008 Indenture, the aggregate amount of
Indebtedness thereunder to be included in the calculation of Total Debt for such date shall
be the amount equal to the greater of (i) the amount of Indebtedness outstanding under the
1998 Indenture and (ii) the amount of Indebtedness outstanding under the 2008 Indenture, in
each case calculated as of such date.”



(k) The definition of “Net Income” is hereby amended and restated in its entirety to read as
follows:




““Net Income” means, for any period, the aggregate of all amounts (exclusive of all
amounts in respect of (a) extraordinary gains and losses, (b) whether or not extraordinary,
gains and losses on asset sales and (c) whether or not extraordinary, gains and losses
resulting from the extinguishment of Indebtedness of the Company or any of its Subsidiaries)
which would be included as net income on the consolidated financial statements of the
Company and its Subsidiaries for such period.”



(l) The definition of “Proceeds Reduction Percentage” is hereby amended and restated in its
entirety to read as follows:




““Proceeds Reduction Percentage” means, at any time of determination, (a) with
respect to a mandatory prepayment in respect of Net Equity Proceeds pursuant to
clause (d) of Section 3.1.1, (i) 80%, if the Leverage Ratio set forth in the
Compliance Certificate most recently delivered by the Company to the Administrative Agents
was greater than or equal to 3.50:1.00 and (ii) 50%, if the Leverage Ratio set forth in such
Compliance Certificate was less than 3.50:1.00; and (b) with respect to a mandatory
prepayment in respect of Excess Cash Flow pursuant to clause (h) of Section
3.1.1, 100%.”



(m) The definition of “Revolving Loan Commitment Amount” is hereby amended to delete the
following words set forth therein: “(i) increased from time to time pursuant to clause (c)
of Section 2.1.1 or (ii)”.



(n) The definition of “Specified Disposition” is hereby deleted in its entirety.



(o) Section 1.4(b) of the Existing Credit Agreement is amended and restated in its entirety to
read as follows:




“As of any date of determination, for purposes of determining the Fixed Charge Coverage
Ratio, Leverage Ratio or, pursuant to Section 7.2.4(c), EBITDA (and any financial
calculations required to be made or included within such ratios or definition, or required
for purposes of preparing any Compliance Certificate to be delivered pursuant to the
definition of “Permitted Acquisition”), the calculation of such ratios and other
financial calculations shall include or exclude, as the case may be, the effect of any
assets or businesses that have been acquired or Disposed of (but only if (i) the Net
Disposition Proceeds resulting from such Disposition are more than $5,000,000 and (ii) the
EBITDA attributable to the Disposed assets or businesses constitutes more than 1% of EBITDA
for the four Fiscal Quarter period most recently ended for which financial statements of the
Company have been or are being, as the case may be, delivered to the Administrative Agents)
by the Company or any of its Subsidiaries pursuant to the terms hereof (including through
mergers or consolidations) as of such date of determination, as determined by the Company on
a pro forma basis in accordance with GAAP, which determination may include one-time
adjustments or reductions in costs, if any, directly attributable to any such permitted
Disposition or Permitted Acquisition, as the case may be, in each case (i) calculated in
accordance with Regulation S-X of the Securities Act of 1933, as amended from time to time,
and any successor statute, or having been certified by the Chief Financial Officer of the
Company as having been prepared in good faith based upon reasonable assumptions, for the
period of four Fiscal Quarters most recently ended for which financial statements of the
Company have been or are being, as the case may be, delivered to the Administrative Agents
(without giving effect to any cost-savings or adjustments relating to synergies resulting
from a Permitted Acquisition except as the Administrative Agents shall otherwise agree) and
(ii) giving effect to any such Permitted Acquisition or permitted Disposition as if it had
occurred on the first day of such four Fiscal Quarter period. For the avoidance of doubt,
for purposes of determining the Leverage Ratio (and any financial calculations required to
be made or included within such ratio) on a pro forma basis as of any date
of determination, the calculation of such Leverage Ratio shall be made using the amount of
Total Debt outstanding as of such date of determination and the amount of EBITDA for the
four Fiscal Quarter period most recently ended for which financial statements of the Company
have been delivered to the Administrative Agents.”



SECTION 1.02 Amendments to Article II. Article II of the Existing Credit Agreement is
hereby amended as set forth below:



(a) Section 2.1.1(c) of the Existing Credit Agreement is hereby deleted in its entirety.



(b) The first sentence of Section 2.2 of the Existing Credit Agreement is hereby amended by
adding the following to the end thereof:




“provided, further, that the Company shall have the right, upon five
Business Days’ written notice to, and the consent (not to be unreasonably withheld or
delayed) of, the Revolving Loan Administrative Agent, to automatically and without any
further action by any Person and notwithstanding anything contained herein to the contrary
and subject to the reallocation (or cash collateralization) of Letter of Credit Outstandings
and participations in Swing Line Loans pursuant to Section 2.10, to permanently
terminate any then unfunded Revolving Loan Commitments of a Defaulting Lender, whereupon
such Defaulting Lender shall cease to have any Revolving Loan Commitments hereunder and the
Company shall not be permitted to reborrow any outstanding Revolving Loans of such
Defaulting Lender that are repaid or prepaid hereunder (and, for the avoidance of doubt,
upon any such repayment or prepayment, the Revolving Loan Commitment of such Defaulting
Lender corresponding to the amount so repaid or prepaid shall be deemed permanently
terminated)”.



(c) Section 2.2 of the Existing Credit Agreement is hereby amended by adding the following
after the first sentence thereof:




“The Revolving Loan Commitment Amount shall also be reduced to the extent provided in
Section 3.1.2(c).”



(d) Article II of the Existing Credit Agreement is hereby amended by adding the following as a
new Section 2.10:




“SECTION 2.10. Defaulting Lenders. Notwithstanding any provision of this
Agreement to the contrary, if any Revolving Loan Lender becomes a Defaulting Lender, then
the following provisions shall apply for so long as such Revolving Loan Lender is a
Defaulting Lender:




(a) If a Revolving Loan Lender has any Letter of Credit Outstandings (other than any
Letter of Credit Outstandings described in clause (b) of the definition thereof that
have been funded by such Defaulting Lender) or if Swing Line Loans are outstanding at any
time such Revolving Loan Lender is a Defaulting Lender then:




(i) all or any part of such Letter of Credit Outstandings (other than any
Letter of Credit Outstandings described in clause (b) of the definition
thereof that have been funded by such Defaulting Lender) and/or participations in
Swing Line Loans shall be reallocated among the Revolving Loan Lenders that are not
Defaulting Lenders in accordance with their respective Revolving Loan Percentage of
the Letter of Credit Outstandings and/or participations in Swing Line Loans but only
to the extent (x) the sum of (1) the principal amount of outstanding Revolving Loans
of all Revolving Loan Lenders that are not Defaulting Lenders, (2) the Letter of
Credit Outstandings of all Revolving Loan Lenders that are not Defaulting Lenders
and (3) the participations in outstanding Swing Line Loans of all Revolving Loan
Lenders that are not Defaulting Lenders, including their pro rata shares of the
Defaulting Lender’s Letter of Credit Outstandings (other than any Letter of Credit
Outstandings described in clause (b) of the definition thereof that have
been funded by such Defaulting Lender) and participations in outstanding Swing Line
Loans, does not exceed the total Revolving Loan Commitments of all Revolving Loan
Lenders that are not Defaulting Lenders, (y) the sum of (1) the principal amount of
outstanding Revolving Loans of any Revolving Loan Lender that is not a Defaulting
Lender, (2) the Letter of Credit Outstandings of such Revolving Loan Lender that is
not a Defaulting Lender and (3) the participations in outstanding Swing Line Loans
of such Revolving Loan Lender that is not a Defaulting Lender, including its pro
rata share of the Defaulting Lender’s allocated Letter of Credit Outstandings (other
than any Letter of Credit Outstandings described in clause (b) of the
definition thereof that have been funded by such Defaulting Lender) and/or Swing
Line Loans, does not exceed the Revolving Loan Commitment of such Revolving Loan
Lender that is not a Defaulting Lender, and (z) the conditions set forth in
Section 5.2.1 are satisfied at such time;




(ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected, the Company shall, within ten Business Days following notice
by the Revolving Loan Administrative Agent, deposit cash collateral in an amount
equal to such Defaulting Lender’s Letter of Credit Outstandings (other than any
Letter of Credit Outstandings described in clause (b) of the definition
thereof that have been funded by such Defaulting Lender) and participations in Swing
Line Loans (after giving effect to any partial reallocation pursuant to clause (i)
above) into a cash collateral account maintained with (and subject to documentation
reasonably satisfactory to) the Collateral Agent for the benefit of the Secured
Parties (and over which the Collateral Agent shall have a first priority perfected
Lien), for so long as such Letter of Credit Outstandings and/or participations in
Swing Line Loans are outstanding; and




(iii) if the Letter of Credit Outstandings of the Revolving Loan Lenders that
are not Defaulting Lenders are reallocated pursuant to this Section 2.10(a),
then the fees payable to the Revolving Lenders pursuant to Section 3.3.3
shall be adjusted in accordance with such Revolving Loan Lenders’ Revolving Loan
Percentage.




(b) So long as any Revolving Loan Lender is a Defaulting Lender, (i) the Issuer shall
not be required to issue, amend or increase any Letter of Credit, unless it is satisfied
that the related exposure will be 100% covered by the Revolving Loan Commitments of the
Revolving Loan Lenders that are not Defaulting Lenders or cash collateral will be provided
by the Company satisfactory to the Revolving Loan Administrative Agent and the Issuer, and
participating interests in any newly issued or increased Letter of Credit shall be allocated
among Revolving Loan Lenders that are not Defaulting Lenders in a manner consistent with
Section 2.10(a)(i) (and Defaulting Lenders shall not participate therein) and any
unallocated Letter of Credit Outstandings of the Defaulting Lender shall be cash
collateralized, and (ii) the Swing Line Lender shall not be required to make Swing Line
Loans, unless it is satisfied that the related exposure will be 100% covered by the
Revolving Loan Commitments of the Revolving Loan Lenders that are not Defaulting Lenders or
cash collateral will be provided by the Company satisfactory to the Revolving Loan
Administrative Agent and the Swing Line Lender, and participating interests in any newly
made Swing Line Loans shall be allocated among Revolving Loan Lenders that are not
Defaulting Lenders in a manner consistent with Section 2.10(a)(i) (and Defaulting
Lenders shall not participate therein) and any unallocated participations in Swing Line
Loans of the Defaulting Lender shall be cash collateralized.




In the event that the Revolving Loan Administrative Agent, the Company, the Issuer and
the Swing Line Lender each agree that a Defaulting Lender has adequately remedied all
matters that caused such Revolving Loan Lender to be a Defaulting Lender, then the Letter of
Credit Outstandings and/or participations in Swing Line Loans of the Revolving Loan Lenders
shall be readjusted to reflect the inclusion of such Lender’s Revolving Loan Commitments,
and on such date the Revolving Loan Administrative Agent shall return to the Company any
cash collateral that has been granted pursuant to this Section 2.10.”



SECTION 1.03 Amendments to Article III. Article III of the Existing Credit Agreement
is hereby amended as set forth below:



(a) Section 3.1.1(f) of the Existing Credit Agreement is hereby amended and restated in its
entirety as follows:




“(f) Within five Business Days following receipt by the Company or any Subsidiary of any Net
Disposition Proceeds resulting from Dispositions made pursuant to clause (c) of
Section 7.2.8 (but only to the extent that the aggregate amount of such Net
Disposition Proceeds exceeds $20,000,000 since the Amendment No. 4 Effective Date) or Net
Casualty Proceeds, the Company shall deliver to the Administrative Agents a calculation of
the amount of such proceeds and the Company shall (I) make, or cause to be made, a mandatory
prepayment of the Loans as set forth in Section 3.1.2 in an amount equal to 100% of
such Net Disposition Proceeds or Net Casualty Proceeds or, if applicable in the case of any
such Net Disposition Proceeds, the greater of (x) 95% of such Net Disposition Proceeds or
(y) 100% of such Net Disposition Proceeds less the amount of any working capital purchase
price adjustment payments that in the good faith judgment of the Company may be required to
be made by the Company or its Subsidiaries no later than 90 days following such receipt
(“Working Capital Payments”), and (II) in the event that less than 100% of such Net
Disposition Proceeds are applied to make a mandatory prepayment of the Loans as described
above, deposit, or cause to be deposited, an amount equal to the lesser of (x) 5% of such
Net Disposition Proceeds or (y) the amount of applicable Working Capital Payments, into a
cash collateral account maintained with (and subject to documentation reasonably
satisfactory to) the Collateral Agent for the benefit of the Secured Parties (and over which
the Collateral Agent shall have a first priority perfected Lien) pending application as a
mandatory prepayment or working capital purchase price adjustment payment (amounts deposited
in such cash collateral account shall be invested in Cash Equivalent Investments, as
directed by the Company), and thereafter upon the earlier of (i) 90 days following such
receipt by the Company or the applicable Subsidiary of such Net Disposition Proceeds or (ii)
the date that the Company or its applicable Subsidiary makes the applicable working capital
purchase price adjustment payment from the amount on deposit in the cash collateral account
or determines that no such payment is required to be made, the Company shall make a
mandatory prepayment of the Loans as set forth in Section 3.1.2 in an amount equal
to any remaining amount on deposit in the cash collateral account; provided that
upon written notice by the Company to the Administrative Agents not more than five Business
Days following receipt of any Net Disposition Proceeds resulting from a Disposition or
series of related Dispositions where such Net Disposition Proceeds in the aggregate are in
an amount less than $5,000,000 (“Reinvestment Proceeds”) or receipt of any Net
Casualty Proceeds (in each case, so long as no Default has occurred and is continuing), such
proceeds may be retained by the Company and its Subsidiaries (which retained proceeds (i)
shall be excluded from the prepayment requirements of this clause and (ii) may, in the
Company’s discretion, be used to repay outstanding Revolving Loans without a corresponding
permanent reduction of the Revolving Loan Commitment Amount pending reinvestment in
accordance with the terms hereof) if:




(A) the Company informs the Administrative Agents in such notice of its good faith
intention to apply (or cause one or more of the Subsidiary Guarantors to apply) such
Reinvestment Proceeds or Net Casualty Proceeds to the acquisition of other assets or
properties or the consummation of the restructuring of other assets or properties of
the Company and/or its Subsidiaries; provided that such acquired assets or
properties are owned by the Company or a Subsidiary, the Capital Securities of which
has been pledged to the Collateral Agent for the benefit of the Secured Parties
(and, with respect to such Capital Securities, over which the Collateral Agent shall
have a first priority perfected Lien) pursuant to the terms hereof and the other
Loan Documents, consistent with the businesses permitted to be conducted pursuant to
Section 7.2.1 (including by way of merger or Investment), and




(B) within one year following the receipt of such Reinvestment Proceeds or within
180 days following receipt of such Net Casualty Proceeds, such proceeds are applied
or committed to such application.




The amount of such Reinvestment Proceeds or Net Casualty Proceeds unused or uncommitted
after such one year or 180 day period, as applicable, shall be applied to prepay the Loans
as set forth in Section 3.1.2. At any time after receipt of any such Reinvestment
Proceeds and Net Casualty Proceeds in the aggregate in excess of $5,000,000 but prior to the
application thereof to a mandatory prepayment or the acquisition of other assets or
properties as described above, upon the request by the Administrative Agents to the Company,
the Company shall deposit an amount equal to such Reinvestment Proceeds and Net Casualty
Proceeds into a cash collateral account maintained with (and subject to documentation
reasonably satisfactory to) the Collateral Agent for the benefit of the Secured Parties (and
over which the Collateral Agent shall have a first priority perfected Lien) pending
application as a prepayment or to be released as requested by the Company in respect of such
acquisition. Amounts deposited in such cash collateral account shall be invested in Cash
Equivalent Investments, as directed by the Company. Notwithstanding the foregoing, in the
event that the application of Net Disposition Proceeds or Net Casualty Proceeds by any
Foreign Subsidiary to repay the Loans as required by this clause would result in a
materially increased Tax liability for the Company (as reasonably determined by the Company
in consultation with the Administrative Agents), such Foreign Subsidiary shall not be
required to apply such Net Disposition Proceeds or such Net Casualty Proceeds to prepay the
Loans. For the avoidance of doubt, any Net Disposition Proceeds resulting from Dispositions
consummated prior to the effectiveness of Amendment No. 4 shall be applied in accordance
with this Agreement, without giving effect to Amendment No. 4.”



(b) Section 3.1.1(g) of the Existing Credit Agreement is hereby amended and restated in its
entirety as follows:




“[Reserved.]”



(c) Section 3.1.2(a) of the Existing Credit Agreement is hereby amended by replacing the words
“Subject to clause (b)” set forth therein with the words “Subject to clause (b) and
clause (c) set forth below”.



(d) Section 3.1.2(c) of the Existing Credit Agreement is hereby amended and restated in its
entirety to read as follows:




“(c) Each prepayment of the Loans made pursuant to clause (f) of Section
3.1.1 shall be applied on a pro rata basis between the then outstanding
Term Loans and the Revolving Loan Commitment Amount then in effect as a mandatory prepayment
of the outstanding principal amount of all Term Loans (with the amount of such prepayment of
the Term Loans being applied in inverse order in accordance with the amount of each
remaining Term Loan amortization payment) and to the prepayment of any outstanding Revolving
Loans (with a corresponding permanent reduction to the Revolving Loan Commitment Amount to
the extent such reduction would not result in the Revolving Loan Commitment Amount being
less than $150,000,000 (it being understood and agreed that the entire amount of such
prepayment that was to be applied to outstanding Revolving Loans shall nonetheless be
applied to the prepayment of outstanding Revolving Loans)); provided, that if the
amount of the prepayment to be applied to outstanding Revolving Loans is in excess of the
actual amount of outstanding Revolving Loans at the time of such prepayment, such excess
amount may be retained by the Company and its Subsidiaries to be used for general corporate
purposes to the extent not otherwise prohibited by this Agreement, but the Revolving Loan
Commitment Amount shall nonetheless be permanently reduced by the entire amount that was to
be applied to outstanding Revolving Loans but only to the extent such reduction would not
result in the Revolving Loan Commitment Amount being less than $150,000,000;
provided, further, that if at the time of the making of such prepayment of
the Loans, the Revolving Loan Commitment Amount is less than or equal to $150,000,000, then
the entire amount of such prepayment shall be applied as a mandatory prepayment of the
outstanding principal amount of all Term Loans (with the amount of such prepayment of the
Term Loans being applied in inverse order in accordance with the amount of each remaining
Term Loan amortization payment). The Company shall give prior written notice to the
Administrative Agents of any mandatory prepayment made in connection with this clause
(including the date and an estimate of the aggregate amount of such mandatory prepayment) at
least five Business Days prior thereto; provided that the failure to give such
notice shall not relieve the Company of its obligations to make such mandatory prepayments.”



(e) Section 3.1.2(d) of the Existing Credit Agreement is hereby deleted in its entirety.



SECTION 1.04 Amendment to Article IV. Article IV of the Existing Credit Agreement is
hereby amended as set forth below:



(a) Section 4.10 of the Existing Credit Agreement is hereby amended and restated in its
entirety to read as follows:




“If any Lender (an “Affected Lender”) (a) fails to consent to an election, consent,
amendment, waiver or other modification to this Agreement or other Loan Document that
requires the consent of a greater percentage of the Lenders than the Required Lenders and
such election, consent, amendment, waiver or other modification is otherwise consented to by
the Required Lenders, (b) makes a demand upon the Company for (or if the Company is
otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or
4.6 (and the payment of such amounts are, and are likely to continue to be, more
onerous in the reasonable judgment of the Company than with respect to the other Lenders),
or gives notice pursuant to Section 4.1 requiring a conversion of such Affected
Lender’s LIBO Rate Loans to Base Rate Loans or suspending such Lender’s obligation to make
Loans as, or to convert Loans into, LIBO Rate Loans, or (c) becomes a Defaulting Lender, the
Company may, within 30 days of such consent by the Required Lenders, such receipt by the
Company of such demand or notice or such Lender becoming a Defaulting Lender, as the case
may be, give notice (a “Replacement Notice”) in writing to the applicable
Administrative Agent and such Affected Lender of its intention to cause such Affected Lender
to sell all or any portion of its Loans, Commitments and/or Notes to an Eligible Assignee (a
“Replacement Lender”) designated in such Replacement Notice; provided that no
Replacement Notice may be given by the Company if (i) such replacement conflicts with any
applicable law or regulation, (ii) any Event of Default (other than, in the case of the
replacement of a Defaulting Lender, as a result of the failure of the Company to satisfy its
cash collateralization obligations pursuant to Section 2.10(a)(ii)) shall have
occurred and be continuing at the time of such replacement or (iii) prior to any such
replacement, such Lender shall have taken any necessary action under Section 4.5 or
4.6 (if applicable) so as to eliminate the continued need for payment of amounts
owing pursuant to Section 4.5 or 4.6. If the applicable Administrative
Agent shall, in the exercise of its reasonable discretion and within 30 days of its receipt
of such Replacement Notice, notify the Company and such Affected Lender in writing that the
Replacement Lender is satisfactory to the applicable Administrative Agent (such consent not
being required where the Replacement Lender is already a Lender), then such Affected Lender
shall, subject to the payment of any amounts due pursuant to Section 4.4, assign, in
accordance with Section 10.11, the portion of its Commitments, Loans, Notes (if any)
and other rights and obligations under this Agreement and all other Loan Documents
(including Reimbursement Obligations, if applicable) designated in the Replacement Notice to
such Replacement Lender; provided that (i) such assignment shall be without recourse,
representation or warranty and shall be on terms and conditions reasonably satisfactory to
such Affected Lender and such Replacement Lender, (ii) the purchase price paid by such
Replacement Lender shall be in the amount of such Affected Lender’s Loans designated in the
Replacement Notice and/or its Percentage of outstanding Reimbursement Obligations, as
applicable, together with all accrued and unpaid interest and fees in respect thereof,
plus all other amounts (including the amounts demanded and unreimbursed under
Sections 4.3, 4.5 and 4.6), owing to such Affected Lender hereunder
and (iii) the Company shall pay to the Affected Lender and the applicable Administrative
Agent all reasonable out-of-pocket expenses incurred by the Affected Lender and such
Administrative Agent in connection with such assignment and assumption (including the
processing fees described in Section 10.11). Upon the effective date of an
assignment described above, the Replacement Lender shall become a “Lender” for all purposes
under the Loan Documents. Each Lender hereby grants to each Administrative Agent an
irrevocable power of attorney (which power is coupled with an interest) to execute and
deliver, on behalf of such Lender as assignor, any assignment agreement necessary to
effectuate any assignment of such Lender’s interests hereunder in the circumstances
contemplated by this Section.”



SECTION 1.05 Amendments to Article VII. Article VII of the Existing Credit Agreement
is hereby amended as set forth below:



(a) Section 7.1.1 of the Existing Credit Agreement is hereby amended by deleting the word
“and” from the end of clause (h) thereof, by renaming existing clause (i) thereof as a new clause
(j) thereof and by adding the following as a new clause (i) thereof:




“(i) commencing with the month ending March 31, 2009, as soon as available and in any event
within 10 Business Days after the end of each month, a report reflecting the projected
monthly change in cash and debt balances, including sources and uses and underlying
assumptions, for the Company which is used for internal reporting purposes and is based on
the Company’s management’s estimates for each of the three months immediately following such
month, in a format acceptable to the Administrative Agents; and”.



(b) Article VII of the Existing Credit Agreement is hereby amended by adding the following as
a new Section 7.1.14:




“Section 7.1.14 Consultant. The Company will, and will cause each of its
Subsidiaries to, permit a consultant hired by the Administrative Agents, at reasonable times
and intervals and upon reasonable notice to the Company, to visit each of the Company’s and
its Subsidiaries’ offices, to discuss such Person’s financial matters with its officers and
employees and to examine (and photocopy extracts from) any of such Person’s books and
records; provided, that the Company and its Subsidiaries shall only have obligations
pursuant to this sentence to the extent that such consultant executes and delivers a
customary confidentiality agreement and agrees to deliver to the Company a copy of its final
written report; and provided, further, that the Company’s and its
Subsidiaries’ obligations pursuant to this sentence shall terminate upon such consultant’s
delivery of its final written report to the Administrative Agents. The Borrowers agree to
pay on demand the reasonable fees and out-of-pocket expenses of such consultant to the
Administrative Agents.”



(c) Section 7.2.2 of the Existing Credit Agreement is hereby amended by deleting the word
“and” from the end of clause (l) thereof, by adding the word “and” at the end of clause (m) and by
adding the following as a new clause (n) thereof:




“(n) unsecured Indebtedness of the Company in an aggregate amount at any time outstanding
not to exceed $20,000,000, the net proceeds of which are used solely to fund the Company’s
cash collateralization obligations pursuant to Section 2.10(a)(ii); provided that
immediately prior to the incurrence of any such Indebtedness, the Company and its
Subsidiaries shall not have cash on hand and Cash Equivalent Investments in an aggregate
amount equal to the amount necessary to satisfy the Company’s cash collateralization
obligations pursuant to Section 2.10(a)(ii) plus $20,000,000;”.



(d) Section 7.2.4 of the Existing Credit Agreement is amended and restated in its entirety to
read as follows:




“The Company will not permit any of the events set forth below to occur.




(a) The Company will not permit the Leverage Ratio as of the last day of any Fiscal
Quarter occurring during any period set forth below to be greater than the ratio set forth
opposite such period:



	 	 	 
	Period

	 	Leverage Ratio
	 

	 	 
	January 1, 2009 through and including March 31, 2009

	 	5.50:1.00
	April 1, 2009 through and including June 30, 2009

	 	6.75:1.00
	July 1, 2009 through and including September 30, 2009

	 	7.00:1.00
	October 1, 2009 through and including September 30, 2010

	 	5.75:1.00
	October 1, 2010 and thereafter

	 	5.25:1.00
	
 
	 	 







(b) The Company will not permit the Fixed Charge Coverage Ratio as of the last day of
any Fiscal Quarter occurring during any period set forth below to be less than the ratio set
forth opposite such period:



	 	 	 
	Period

	 	Fixed Charge Coverage Ratio
	 

	 	 
	January 1, 2009 through and including

March 31, 2009

	 	1.20:1.00



	 

	 	 
	April 1, 2009 through and including

September 30, 2009

	 	1.00:1.00



	 

	 	 
	October 1, 2009 and thereafter

	 	1.10:1.00
	 

	 	 







(c) The Company will not permit EBITDA (i) for the period from January 1, 2009 through
and including March 31, 2009 to be less than $8,000,000, (ii) for the period from January 1,
2009 through and including June 30, 2009 to be less than $38,000,000, (iii) for the period
from January 1, 2009 through and including September 30, 2009 to be less than $74,000,000
and (iv) for the period from January 1, 2009 through and including December 31, 2009 to be
less than $102,000,000.




(d) For the purposes of determining compliance with the covenant set forth in
Section 7.2.4(c), following consummation of a Permitted Acquisition, the minimum
EBITDA amounts set forth (A) in clause (c)(i) above shall be increased by 100% of EBITDA of
the entity or assets being acquired for the Fiscal Quarter period most recently ended prior
to the consummation of such Permitted Acquisition, (B) in clause (c)(ii) above shall be
increased by 100% of EBITDA of the entity or assets being acquired for the two Fiscal
Quarter period most recently ended prior to the consummation of such Permitted Acquisition,
(C) in clause (c)(iii) above shall be increased by 100% of EBITDA of the entity or assets
being acquired for the three Fiscal Quarter period most recently ended prior to the
consummation of such Permitted Acquisition and (D) in clause (c)(iv) above shall be
increased by 100% of EBITDA of the entity or assets being acquired for the four Fiscal
Quarter period most recently ended prior to the consummation of such Permitted Acquisition.”



(e) Section 7.2.5(h) of the Existing Credit Agreement is hereby amended by adding the
following to the end thereof:




“, provided that at the time of the making of any such Investment and after giving
effect thereto and to any incurrence of Indebtedness in connection therewith, the Leverage
Ratio on a pro forma basis is less than 3.50:1.00;”.



(f) Section 7.2.6(b) of the Existing Credit Agreement is hereby amended by adding the
following to the end thereof:




“, provided that the amount of Restricted Payments that may at any time be made
during any Fiscal Quarter pursuant to clause (b) of this Section 7.2.6, when
combined with the aggregate amount of Restricted Payments previously made in the applicable
Fiscal Quarter pursuant to clause (b) of this Section 7.2.6, shall not
exceed (i) $0, if at the time of the making of such Restricted Payment and after giving
effect thereto and to any incurrence of Indebtedness in connection therewith, the Leverage
Ratio on a pro forma basis is greater than or equal to 5.50:1.00 and (ii)
$221,000, if at the time of the making of such Restricted Payment and after giving effect
thereto and to any incurrence of Indebtedness in connection therewith, the Leverage Ratio on
a pro forma basis is less than 5.50:1.00; provided, further,
that the preceding proviso shall not apply to Restricted Payments consisting of dividends on
the Company’s Capital Securities made during the Fiscal Quarter ending March 31, 2009 in an
amount not to exceed $650,000.”



(g) Section 7.2.7(b) of the Existing Credit Agreement is hereby amended by adding the
following to the end thereof:




“, provided that at the time of the making of any such purchase or acquisition and
after giving effect thereto and to any incurrence of Indebtedness in connection therewith,
the Leverage Ratio on a pro forma basis is less than 3.50:1.00;”.



(h) Section 7.2.8(c) of the Existing Credit Agreement is hereby amended and restated in its
entirety as follows:




“(c) (i) for fair market value (and the Company shall promptly deliver to the Administrative
Agents a resolution adopted by the Company’s board of directors confirming its determination
in good faith that such Disposition is for fair market value if the Net Disposition Proceeds
resulting therefrom are in excess of $300,000,000) and the consideration received consists
of no less than 80% in cash, (ii) the Net Disposition Proceeds from such Disposition are
applied pursuant to Sections 3.1.1 and 3.1.2 and (iii) at the time of the
consummation of such Disposition and after giving effect thereto and to any incurrence of
Indebtedness in connection therewith, the Leverage Ratio on a pro forma
basis (A) is not greater than the Leverage Ratio as calculated at such time without giving
effect to such Disposition and (B) shall not be greater than the maximum Leverage Ratio
permitted pursuant to Section 7.2.4(a) for the applicable period; provided
that the requirements of clause (iii) of this Section 7.2.8(c) shall only
apply if (A) the Net Disposition Proceeds resulting from such Disposition are more than
$5,000,000 and (B) the EBITDA attributable to the Disposed assets or businesses constitutes
more than 1% of EBITDA for the four Fiscal Quarter period most recently ended for which
financial statements of the Company have been delivered to the Administrative Agents;”.



(i) Section 7.2.8(f) of the Existing Credit Agreement is hereby amended and restated in its
entirety as follows:




“[Reserved.]”.



(j) Section 7.2.8(h) of the Existing Credit Agreement is hereby amended and restated in its
entirety as follows:




“[Reserved.]”.



(k) Article VII of the Existing Credit Agreement is hereby amended by adding the following as
a new Section 7.2.13:




“Section 7.2.13 Cash Deposits, Letters of Credit and Other Credit Support.
Notwithstanding anything to the contrary in this Agreement (including Section 7.2.3
hereof) or any other Loan Document, the Company will not, and will not permit any of its
Subsidiaries to, place any cash or Cash Equivalent Investments on deposit as cash collateral
or provide letters of credit or other credit support in favor of lessors under the Company’s
and its Subsidiaries’ metals leases, except for such deposits, letters of credit and credit
support in an aggregate amount at any time outstanding not to exceed $120,000,000.”



SECTION 1.06 Amendment to Article X. Article X of the Existing Credit Agreement is
hereby amended as set forth below:



(a) The first sentence of Section 10.3 is hereby amended to replace the name “Mayer, Brown,
Rowe & Maw LLP” with the name “Latham & Watkins LLP”.



SECTION 1.07 Amendment to Exhibits. Exhibit E to the Existing Credit Agreement is
hereby amended and restated in the form set forth on Annex I to this Amendment No. 4.



SECTION 1.08 Amendments to Schedules. Certain schedules to the Existing Credit
Agreement and the Pledge and Security Agreement are hereby amended and restated in the form set
forth on Annex II to this Amendment No. 4.



ARTICLE II.

EFFECTIVENESS




SECTION 2.01 Conditions of Effectiveness. This Amendment No. 4 shall become effective
on the date (the “Amendment No. 4 Effective Date”) on which:



(a) The Administrative Agents shall have received duly executed and delivered counterparts of
this Amendment No. 4 that, when taken together, bear the signatures of the Company and the Required
Lenders.



(b) The Company shall have paid to the Administrative Agents for the account of each Lender
that has executed and delivered a signature page approving this Amendment No. 4 on or before 5 p.m.
(New York City time) on Tuesday, March 10, 2009, a fee in an amount equal to 1.0% of the aggregate
Revolving Loan Commitments (whether used or unused) and outstanding Term Loans as of 5 p.m. (New
York City time) on Tuesday, March 10, 2009 of such Lender.



(c) The Company shall have paid to the Administrative Agents all outstanding fees, costs and
expenses owing to the Administrative Agents and its Affiliates as of such date, except that the
Company shall pay the reasonable fees, disbursements and other charges of Latham & Watkins LLP,
counsel for the Administrative Agents within seven days following receipt of an invoice therefor
and such payment shall not constitute a condition to the occurrence of the Amendment No. 4
Effective Date.



(d) The Administrative Agents shall have received the Affirmation and Consent, dated as of the
Amendment No. 4 Effective Date, duly authorized, executed, acknowledged and delivered by the
Company and each Subsidiary Guarantor.



(e) The Administrative Agents and Lenders shall have received such other documents,
information or agreements regarding the Borrowers as either Administrative Agent or the Collateral
Agent may reasonably request.



(f) Each Borrower shall have obtained all material consents necessary or advisable in
connection with the transactions contemplated by this Amendment.



ARTICLE III.

MISCELLANEOUS




SECTION 3.01 Representations and Warranties. To induce the other parties hereto to
enter into this Amendment No. 4, the Company represents and warrants to each of the Lenders and the
Administrative Agents that, as of the Amendment No. 4 Effective Date:



(a) This Amendment No. 4 has been duly authorized, executed and delivered by the Company, and
this Amendment No. 4 and the Credit Agreement, as amended hereby, constitutes the Company’s legal,
valid and binding obligation, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.



(b) The representations and warranties set forth in the Credit Agreement and each other Loan
Document are, in each case after giving effect to this Amendment No. 4, true and correct in all
material respects on and as of the Amendment No. 4 Effective Date, except to the extent such
representations and warranties expressly relate to an earlier date, in which case they were true
and correct in all material respects as of such earlier date.



(c) No Default has occurred and is continuing.



SECTION 3.02 Cross-References. References in this Amendment No. 4 to any Article or
Section are, unless otherwise specified, to such Article or Section of this Amendment No. 4.



SECTION 3.03 Loan Document Pursuant to Existing Credit Agreement. This Amendment No.
4 is a Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise
expressly indicated therein) be construed, administered and applied in accordance with all of the
terms and provisions of the Existing Credit Agreement, as amended hereby, including Article X
thereof.



SECTION 3.04 Successors and Assigns. This Amendment No. 4 shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns.



SECTION 3.05 Counterparts. This Amendment No. 4 may be executed by the parties hereto
in several counterparts, each of which when executed and delivered shall be an original and all of
which shall constitute together but one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment No. 4 by facsimile (or pdf or other electronic
transmission) shall be effective as delivery of a manually executed counterpart of this Amendment
No. 4.



SECTION 3.06 Governing Law. THIS AMENDMENT NO. 4 SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



SECTION 3.07 Full Force and Effect; Limited Amendment.



(a) Except as expressly set forth herein, this Amendment No. 4 shall not by
implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and
remedies of the Lenders, the Administrative Agents or the Collateral Agent under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or
any other provision of the Credit Agreement or of any other Loan Document, all of which are
ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein
shall be deemed to entitle the Company to a consent to, or a waiver, amendment, modification or
other change of, any of the terms, conditions, obligations, covenants or agreements contained in
the Credit Agreement or any other Loan Document in similar or different circumstances.



(b) On the Amendment No. 4 Effective Date, the Existing Credit Agreement shall be amended as
provided herein. On and after the Amendment No. 4 Effective Date, each reference in the Credit
Agreement to “Amendment No. 4”, “hereunder”, “hereof”, “herein” or words of like import referring
to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”,
“thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be
a reference to the Credit Agreement as amended by this Amendment. The parties hereto acknowledge
and agree that (i) this Amendment No. 4 and any other Loan Documents executed and delivered in
connection herewith do not constitute a novation, or termination of the “Obligations” (as defined
in the Loan Documents) under the Credit Agreement as in effect prior to the Amendment No. 4
Effective Date; (ii) such “Obligations” are in all respects continuing (as amended hereby) with
only the terms thereof being modified to the extent provided in this Amendment No. 4; and (iii) the
Liens and security interests as granted under the Loan Documents securing payment of such
“Obligations” are in all such respects continuing in full force and effect and secure the payments
of the “Obligations”.



SECTION 3.08 Headings. The headings of this Amendment are for purposes of reference
only and shall not limit or otherwise affect the meaning hereof.



SECTION 3.09 Waiver. If by June 30, 2009 the Company has not perfected the Collateral
Agent’s security interest in and Lien on the Capital Securities of Ferro B.V., a company organized
under the laws of Holland, as contemplated by Section 7.1.13 of the Existing Credit Agreement, the
Required Lenders hereby, as of June 30, 2009, permanently waive the Company’s obligation to so
perfect such security interest and Lien; provided that if reasonably requested by either
Administrative Agent after June 30, 2009, the Company shall use commercially reasonable efforts to
perfect the Collateral Agent’s security interest and Lien on the Capital Securities of Ferro B.V.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
by their respective officers as of the day and year first above written.




FERRO CORPORATION



	 	 	 
	By: /s/ John T. Bingle

	 

	Name: John T. Bingle

	Title:

	 	Treasurer







	 	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Term
Loan Administrative Agent and a Lender






By: /s/ Bill O’Daly

Name: Bill O’Daly

Title: Director





By: /s/ Karim Blasetti

Name: Karim Blasetti

Title: Vice PresidentNATIONAL CITY

BANK, as Revolving Loan Administrative Agent,




Collateral Agent, Issuer, Swing Line Lender and a
Lender




By: /s/ Robert S. Coleman

Name: Robert S. Coleman

Title: Senior Vice President




SIGNATURE PAGE TO

FOURTH AMENDMENT

DATED AS OF THE DATE FIRST WRITTEN ABOVE,

TO THE FERRO CORPORATION.

AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF JUNE 7, 2007




BALTIC FUNDING LLC



as a Lender



By: /s/ Tara E. Kenny

Name: Tara E. Kenny

Title: Assistant Vice President





SANKATY ADVISORS, LLC, as Collateral

Manager for AVERY POINT CLO, LTD.,



as a Lender



By: /s/ Alan K. Halfenger

Name: Alan K. Halfenger

Title: Chief Compliance Officer

Assistant Secretary





SANKATY ADVISORS, LLC, as Collateral




Manager for CASTLE HILL I – INGOTS. LTD.,



as a Term Loan Lender



By: /s/ Alan K. Halfenger

Name: Alan K. Halfenger

Title: Chief Compliance Officer

Assistant Secretary





SANKATY ADVISORS, LLC, as Collateral

Manager for CASTLE HILL II – INGOTS. LTD.,



as a Term Loan Lender



By: /s/ Alan K. Halfenger

Name: Alan K. Halfenger

Title: Chief Compliance Officer

Assistant Secretary





SANKATY ADVISORS, LLC, as Collateral




Manager for CASTLE HILL III CLO, LIMITED



as a Term Loan Lender



By: /s/ Alan K. Halfenger

Name: Alan K. Halfenger

Title: Chief Compliance Officer

Assistant Secretary





SANKATY ADVISORS, LLC, as Collateral

Manager for LOAN FUNDING XI LLC



as a Term Loan Lender



By: /s/ Alan K. Halfenger

Name: Alan K. Halfenger

Title: Chief Compliance Officer

Assistant Secretary





SANKATY ADVISORS, LLC, as Collateral




Manager for CHATHAM LIGHT II CLO, LIMITED,



as a Lender



By: /s/ Alan K. Halfenger

Name: Alan K. Halfenger

Title: Chief Compliance Officer

Assistant Secretary





KATONAH III, LTD. by SANKATY ADVISORS

LLC as Sub-Advisors



as a Lender



By: /s/ Alan K. Halfenger

Name: Alan K. Halfenger

Title: Chief Compliance Officer

Assistant Secretary















SANKATY ADVISORS, LLC, as Collateral




Manager for RACE POINT CLO, LIMITED,



as a Term Loan Lender



By: /s/ Alan K. Halfenger

Name: Alan K. Halfenger

Title: Chief Compliance Officer

Assistant Secretary





SANKATY ADVISORS, LLC, as Collateral

Manager for RACE POINT II CLO, LIMITED,



as a Term Loan Lender



By: /s/ Alan K. Halfenger

Name: Alan K. Halfenger

Title: Chief Compliance Officer

Assistant Secretary





FORTIS BANK SA/NV, New York Branch,



as a Lender  



By: /s/ Douglas Riahl

Name: Douglas Riahl

Title: Managing Director


 


By: /s/ John W. Deegan

Name: John W. Deegan

Title: Director & Group Head




FORTIS CAPITAL CORP.



as a Lender  



By: /s/ Douglas Riahl

Name: Douglas Riahl

Title: Managing Director


 


By: /s/ John W. Deegan

Name: John W. Deegan

Title: Director & Group Head




   



1



CITICORP NORTH AMERICA, INC.,



as a Lender  



By: /s/ Thomas Ng

Name: Thomas Ng

Title: Vice President




   



SENIOR DEBT PORTFOLIO, by Boston Management


And Research, as Investment Advisor



as a Lender  



By: /s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President




EATON VANCE INSTITUTIONAL SENIOR LOAN FUND,


by Eaton Vance Management, as Investment Advisor



as a Lender  



By: /s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President




EATON VANCE MEDALLION FLOATING-RATE


INCOME PORTFOLIO, by Eaton Vance Management,


as Investment Advisor



as a Lender  



By: /s/ Michael B. Botthof

Name: Michael B. Botthof

Title: Vice President




METROPOLITAN LIFE INSURANCE COMPANY



as a Lender  



By: /s/ James R. Dingler

Name: James R. Dingler

Title: Managing Director




2



METLIFE INSURANCE COMPANY OF CONNECTICUT



as a Lender  



By: /s/ James R. Dingler

Name: James R. Dingler

Title: Managing Director




   



STANWICH LOAN FUNDING LLC



as a Lender



By: /s/ Tara E. Kenny

Name: Tara E. Kenny

Title: Assistant Vice President







TRISTATE CAPITAL BANK,



as a Lender  



By: /s/ Paul J. Oris

Name: Paul J. Oris

Title: Senior Vice President




   



The PRIVATEBANK AND TRUST COMPANY,



as a Lender  



By: /s/ John D. Barrett

Name: John D. Barrett

Title: Managing Director




BANK OF AMERICA,



as a Lender  



By: /s/ Matthew B.

Name: Matthew B.

Title: Vice President




3



US BANK, N.A.,



as a Lender  



By: /s/ Patrick McGraw

Name: Patrick McGraw

Title: Vice President




QUALCOMM GLOBAL TRADING, INC., by





Morgan Stanley Investment Management Inc. as Investment Advisor



as a Lender  



By: /s/ Robert Drobny

Name: Robert Drobny

Title: Executive Director




VAN KAMPEN SENIOR LOAN FUND, by


Van Kampen Asset Management



as a Lender  



By: /s/ Robert Drobny

Name: Robert Drobny

Title: Executive Director




VAN KAMPEN SENIOR INTEREST TRUST, by


Van Kampen Asset Management



as a Lender  



By: /s/ Robert Drobny

Name: Robert Drobny

Title: Executive Director




CONFLUENT 3 LIMITED, by





Morgan Stanley Investment Management Inc. as Investment Advisor



as a Lender  



By: /s/ Robert Drobny

Name: Robert Drobny

Title: Executive Director




4



MORGAN STANLEY PRIME INCOME TRUST



as a Lender  



By: /s/ Robert Drobny

Name: Robert Drobny

Title: Executive Director




JPMORGAN CHASE BANK, N.A.,



as a Lender  



By: /s/ Robert S. Sheppard

Name: Robert S. Sheppard

Title: Vice President




RBS CITIZENS, NATIONAL ASSOCIATION


F/K/A CHARTER ONE BANK, N.A.,



as a Lender  



By: /s/ Patrick F. Dunphy

Name: Patrick F. Dunphy

Title: Senior Vice President




FIRST COMMONWEALTH BANK,



as a Lender  



By: /s/ Stephen J. Orban

Name: Stephen J. Orban

Title: Vice President




KEYBANK NATIONAL ASSOCIATION



as a Lender  



By: /s/ Brian P. Fox

Name: Brian P. Fox

Title: Assistant Vice President




5



ARMSTRONG LOAN FUNDING, LTD., as a Lender


By: Highland Capital Management, L.P., as Collateral Manager





By: Strand Advisors, Inc., its General Partner



By: /s/ Michael Pusateri

Name: Michael Pusateri

Title: Chief Operating Officer




BRENTWOOD CLO LTD., as a Lender


By: Highland Capital Management, L.P., as Collateral Manager





By: Strand Advisors, Inc., its General Partner



By: /s/ Michael Pusateri

Name: Michael Pusateri

Title: Chief Operating Officer




LOAN FUNDING IV LLC, as a Lender





By: Highland Capital Management, L.P., as Collateral Manager


By: Strand Advisors, Inc., its General Partner



By: /s/ Michael Pusateri

Name: Michael Pusateri

Title: Chief Operating Officer




EASTLAND CLO, LTD., as a Lender


By: Highland Capital Management, L.P., as Collateral Manager





By: Strand Advisors, Inc., its General Partner



By: /s/ Michael Pusateri

Name: Michael Pusateri

Title: Chief Operating Officer




GRAYSON CLO, LTD., as a Lender


By: Highland Capital Management, L.P., as Collateral Manager





By: Strand Advisors, Inc., its General Partner



By: /s/ Michael Pusateri

Name: Michael Pusateri

Title: Chief Operating Officer




6



GREENBRIAR CLO, LTD., as a Lender


By: Highland Capital Management, L.P., as Collateral Manager





By: Strand Advisors, Inc., its General Partner



By: /s/ Michael Pusateri

Name: Michael Pusateri

Title: Chief Operating Officer




HIGHLAND OFFSHORE PARTNERS, L.P., as a Lender





By: Highland Capital Management, L.P., as Collateral Manager


By: Strand Advisors, Inc., its General Partner



By: /s/ Michael Pusateri

Name: Michael Pusateri

Title: Chief Operating Officer




JASPER CLO, LTD., as a Lender


By: Highland Capital Management, L.P., as Collateral Manager





By: Strand Advisors, Inc., its General Partner



By: /s/ Michael Pusateri

Name: Michael Pusateri

Title: Chief Operating Officer




LIBERTY CLO, LTD., as a Lender


By: Highland Capital Management, L.P., as Collateral Manager





By: Strand Advisors, Inc., its General Partner



By: /s/ Michael Pusateri

Name: Michael Pusateri

Title: Chief Operating Officer




LOAN STAR STATE TRUST, as a Lender


By: Highland Capital Management, L.P., as Collateral Manager





By: Strand Advisors, Inc., its General Partner



By: /s/ Michael Pusateri

Name: Michael Pusateri

Title: Chief Operating Officer




7



RED RIVER CLO LTD., as a Lender


By: Highland Capital Management, L.P., as Collateral Manager





By: Strand Advisors, Inc., its General Partner



By: /s/ Michael Pusateri

Name: Michael Pusateri

Title: Chief Operating Officer




ROCKWALL CDO LTD., as a Lender


By: Highland Capital Management, L.P., as Collateral Manager





By: Strand Advisors, Inc., its General Partner



By: /s/ Michael Pusateri

Name: Michael Pusateri

Title: Chief Operating Officer




ROCKWALL CDO II LTD., as a Lender


By: Highland Capital Management, L.P., as Collateral Manager





By: Strand Advisors, Inc., its General Partner



By: /s/ Michael Pusateri

Name: Michael Pusateri

Title: Chief Operating Officer




SOUTHFORK CLO, LTD., as a Lender


By: Highland Capital Management, L.P., as Collateral Manager





By: Strand Advisors, Inc., its General Partner



By: /s/ Michael Pusateri

Name: Michael Pusateri

Title: Chief Operating Officer




STRATFORD CLO, LTD., as a Lender


By: Highland Capital Management, L.P., as Collateral Manager





By: Strand Advisors, Inc., its General Partner



By: /s/ Michael Pusateri

Name: Michael Pusateri

Title: Chief Operating Officer




8



LOAN FUNDING VII LLC, as a Lender





By: Highland Capital Management, L.P., as Collateral Manager


By: Strand Advisors, Inc., its General Partner



By: /s/ Michael Pusateri

Name: Michael Pusateri

Title: Chief Operating Officer




WESTCHESTER CLO, LTD., as a Lender


By: Highland Capital Management, L.P., as Collateral Manager





By: Strand Advisors, Inc., its General Partner



By: /s/ Michael Pusateri

Name: Michael Pusateri

Title: Chief Operating Officer




PNC BANK, N.A.,



as a Lender  



By: /s/ Patrick Flaherty

Name: Patrick Flaherty

Title: Assistant Vice President




CREDIT SUISSE LOAN FUNDING LLC



as a Lender  



By: /s/ Barry Zamore

Name: Barry Zamore

Title: Managing Director




By: /s/ Kenneth Hoffman

Name: Kenneth Hoffman

Title: Managing Director




9



FIRSTMERIT BANK, N.A.,



as a Lender  



By: /s/ Robert G. Morlan

Name: Robert G. Morlan

Title: Senior Vice President




     



FIFTH THIRD BANK,



as a Lender  



By: /s/ Roy C. Lanctot

Name: Roy C. Lanctot

Title: Vice President




   



MARKET SQUARE CLO LTD., as a Lender



By: Deerfield Capital Management LLC, as its Collateral Manager



By: /s/ Carol Kiel

Name: Carol Kiel

Title: Senior Vice President




MARQUETTE PARK CLO LTD., as a Lender



By: Deerfield Capital Management LLC, as its Collateral Manager



By: /s/ Carol Kiel

Name: Carol Kiel

Title: Senior Vice President




LONG GROVE CLO LTD., as a Lender



By: Deerfield Capital Management LLC, as its Collateral Manager



By: /s/ Carol Kiel

Name: Carol Kiel

Title: Senior Vice President




10



FOREST CREEK CLO LTD., as a Lender



By: Deerfield Capital Management LLC, as its Collateral Manager



By: /s/ Carol Kiel

Name: Carol Kiel

Title: Senior Vice President




CUMBERLAND II CLO LTD.



By: Deerfield Capital Management LLC, as its Collateral Manager



By: /s/ Carol Kiel

Name: Carol Kiel

Title: Senior Vice President




BURR RIDGE CLO PLUS LTD.



By: Deerfield Capital Management LLC, as its Collateral Manager



By: /s/ Carol Kiel

Name: Carol Kiel

Title: Senior Vice President




BRIDGEPORT CLO II LTD.



By: Deerfield Capital Management LLC, as its Collateral Manager



By: /s/ Carol Kiel

Name: Carol Kiel

Title: Senior Vice President




BRIDGEPORT CLO LTD.



By: Deerfield Capital Management LLC, as its Collateral Manager



By: /s/ Carol Kiel

Name: Carol Kiel

Title: Senior Vice President




SCHILLER PARK CLO LTD.



By: Deerfield Capital Management LLC, as its Collateral Manager



By: /s/ Carol Kiel

Name: Carol Kiel

Title: Senior Vice President




CREDIT SUISSE ALTERNATIVE CAPITAL, as collateral manager


for the following CLOs and funds:



CSAM Funding I


CSAM Funding II


CSAM Funding III


CSAM Funding IV


Atrium CDO


Atrium III


Atrium V


Atrium VI


CS Senior Loan Fund


Madison Park Funding


Madison Park Funding II


Madison Park Funding III


Madison Park Funding IV


Madison Park Funding V


Madison Park Funding VI



By: /s/ David H. Lerner

Name: David H. Lerner

Title: Authorized Signatory




LATITUDE CLO II, LTD.



By: Deerfield Capital Management LLC, as its Collateral Manager



By: /s/ Kirk Wallace

Name: Kirk Wallace

Title: Senior Vice President




LATITUDE CLO III, LTD.



By: Deerfield Capital Management LLC, as its Collateral Manager



By: /s/ Kirk Wallace

Name: Kirk Wallace

Title: Senior Vice President




GANNETT PEAK CLO I, LTD.



By: McDonnell Investment Management, LLC, as Investment Manager



By: /s/ Brian J. Murphy

Name: Brian J. Murphy

Title: Vice President




11



MCDONNELL LOAN OPPORTUNITY LTD..



By: McDonnell Investment Management, LLC, as Investment Manager



By: /s/ Brian J. Murphy

Name: Brian J. Murphy

Title: Vice President




ANNEX I TO FOURTH AMENDMENT




EXHIBIT E




[FORM OF] COMPLIANCE CERTIFICATE




FERRO CORPORATION




This Compliance Certificate is delivered pursuant to Section [5.1.6][7.1.1] of the Amended and
Restated Credit Agreement, dated as of June 8, 2007 (as amended, supplemented, amended and restated
or otherwise modified from time to time, the “Credit Agreement”), among Ferro Corporation,
an Ohio corporation (the “Company”), the Designated Borrowers from time to time party
thereto, the Lenders, Credit Suisse, Cayman Islands Branch, as the Term Loan Administrative Agent,
National City Bank, as the Revolving Loan Administrative Agent and the Collateral Agent, Keybank
National Association, as the Documentation Agent, and Citigroup Global Markets, Inc., as the
Syndication Agent. Terms used herein, unless otherwise defined herein, have the meanings provided
in the Credit Agreement.



The Company hereby certifies, represents and warrants that, as of              , 20       (the
“Computation Date”), no Default had occurred and was continuing.1 The Company
hereby further represents and warrants that as of the Computation Date:



1. Financial Covenants:




(a) The maximum Leverage Ratio permitted pursuant to clause (a) of Section 7.2.4 of the
Credit Agreement on the Computation Date is        to 1.00. The actual Leverage Ratio was        to
1.00, as computed on Attachment I hereto, and, accordingly, the covenant [has][has
not] been complied with.




(b) The minimum Fixed Charge Coverage Ratio permitted pursuant to clause (b) of Section
7.2.4 of the Credit Agreement on the Computation Date is        to 1.00. The actual Fixed
Charge Coverage Ratio was        to 1.00, as computed on Attachment II hereto, and,
accordingly, the covenant [has][has not] been complied with.




(c) [The minimum EBITDA permitted pursuant to clause (c) of Section 7.2.42
of the Credit Agreement for the applicable period on the Computation Date is $     .
The actual EBITDA for such period was $     , as computed on Attachment I
hereto, and, accordingly, the covenant [has][has not] been complied with.]



2. Subsidiaries: No Subsidiary has been formed or acquired since the delivery of the last
Compliance Certificate.3



[3. Excess Cash Flow: The Excess Cash Flow was $     , as computed on Attachment
III hereto.4]



IN WITNESS WHEREOF, the Company has caused this Compliance Certificate to be executed and
delivered, and the certifications and warranties contained herein to be made on behalf of the
Company, by the chief financial or accounting Authorized Officer of the Company as of      
        ,20      .




FERRO CORPORATION




By—




Name:



Title:Attachment I

(to __/__/__ Compliance

Certificate)




LEVERAGE RATIO

as of the last day of the Fiscal Quarter ending on or

immediately preceding the Computation Date




	 	 	 
	1. Total Debt: the outstanding principal amount of the following

types of Indebtedness of the Company and its Subsidiaries as of the

last day of the Fiscal Quarter ending on or immediately preceding

the Computation Date (exclusive of intercompany Indebtedness

between the Company and its Subsidiaries):

	 	









	 

	 	

	(a) all obligations of such Person for borrowed money

or advances and all obligations of such Person

evidenced by bonds, debentures, notes or similar

instruments (which, in the case of the Loans, shall be

deemed to equal the Dollar Equivalent (determined as of

the most recent Revaluation Date) for any Loans

denominated in an Alternate Currency).

	 	











$      
	
 
	 	 
	(b) all obligations, contingent or otherwise, relative

to the face amount of all letters of credit, whether or

not drawn, and banker’s acceptances issued for the

account of such Person (which, in the case of Letter of

Credit Outstandings, shall be deemed to equal the

Dollar Equivalent (determined as of the most recent

Revaluation Date) for any Letter of Credit Outstandings

denominated in an Alternate Currency).

	 	













$      
	
 
	 	 
	(c) all monetary obligations of such Person and its

Subsidiaries under any leasing or similar arrangement

which have been (or, in accordance with GAAP, should

be) classified as capitalized leases, and for purposes

of each Loan Document the amount of such obligations

shall be the capitalized amount thereof, determined in

accordance with GAAP, and the stated maturity thereof

shall be the date of the last payment of rent or any

other amount due under such lease prior to the first

date upon which such lease may be terminated by the

lessee without payment of a premium or a penalty

(“Capitalized Lease Liabilities”).

	 	





















$      
	 

	 	 
	(d) obligations arising under any lease (including

leases that may be terminated by the lessee at any

time) of any property (whether real, personal or mixed)

(i) that is not a capital lease in accordance with GAAP

and (ii) in respect of which the lessee retains or

obtains ownership of the property so leased for federal

income tax purposes, other than any such lease under

which that Person is the lessor (synthetic leases).

	 	













$      
	
 
	 	 
	(e) all obligations (other than intercompany

obligations) of such Person pursuant to any Permitted

Receivables Program.

	 	



$      
	
 
	 	 
	(f) the stated value, or liquidation value if higher,

of all Redeemable Stock of such Person.

	 	

$      
	
 
	 	 
	(g) (without duplication) any Contingent Liability in

respect of Items 1(a) through l(f).

	 	

$      
	 

	 	 
	(h) The sum of Items 1(a) through 1(g).

	 	$      
	 

	 	 
	2. EBITDA as of the last day of the Fiscal Quarter ending on or

immediately preceding the Computation Date and each of the three

immediately preceding Fiscal Quarters:

	 	





	(a) Net Income: the aggregate of all amounts

(exclusive of all amounts in respect of (i)

extraordinary gains and losses, (ii) whether or not

extraordinary, gains and losses on asset sales and

(iii) whether or not extraordinary, gains and losses

resulting from the extinguishment of Indebtedness of

the Company or any of its Subsidiaries) which would be

included as net income on the consolidated financial

statements of the Company and its Subsidiaries for such

period.

	 	

















$      
	
 
	 	 
	plus, to the extent deducted in determining Net Income:

	 	

	 

	 	

	(b) amounts attributable to amortization.

	 	$      
	
 
	 	 
	(c) income tax expense.

	 	$      
	
 
	 	 
	(d) the aggregate interest expense (both accrued and

paid and net of interest income paid during the

applicable period to the Company and its Subsidiaries)

of the Company and its Subsidiaries for such period,

including the portion of any payments made in respect

of Capitalized Lease Liabilities allocable to interest

expense (“Interest Expense”).

	 	











$      
	 

	 	 
	(e) depreciation of assets.

	 	$      
	
 
	 	 
	(f) expenses incurred in connection with the Company’s

accounting investigations and audit

expenses5.

	 	



$      
	
 
	 	 
	(g) restructuring expenses (including expenses relating

to modifications to the Company’s retirement

programs)6.

	 	



$      
	
 
	 	 
	(h) restructuring expenses related to additional

restructuring initiatives for the 2007, 2008 and 2009

Fiscal Years7.

	 	



$      
	
 
	 	 
	(i) restructuring expenses that are related to

cost-savings initiatives related to additional

restructuring initiatives for the 2009 and 2010 Fiscal

Years8.

	 	





$      
	 

	 	 
	(j) non-cash pension expenses with respect to the 2009

Fiscal Year incurred in excess of cash contributions in

connection with pension plans9.

	 	



$      
	 

	 	 
	(k) non-recurring fees, cash charges and other cash

expenses paid in connection with the preparation,

negotiation, approval, execution and delivery of

Amendment No. 4. (including the fees and expenses of

the consultant referred to in Section 7.1.14 of the

Credit Agreement).

	 	









$      
	 

	 	 
	(l) non-cash expenses incurred in connection with asset

write-offs, including, but not limited to, goodwill

impairments.

	 	



$      
	 

	 	 
	(m) if applicable, any swap or hedge breakage costs

relating to interest rate swaps or hedges in effect on

the Amendment No. 4 Effective Date (including, without

limitation, any such costs incurred in connection with

a prepayment of the Term Loans) to the extent any such

costs do not constitute Interest Expense).

	 	









$      
	 

	 	 
	(n) non-cash losses resulting from mark-to-market

accounting treatment of interest rate hedging

agreements.

	 	



$      
	 

	 	 
	(o) non-cash losses resulting from mark-to-market

accounting treatment of metals owned by the Company as

of the date of determination and recorded as assets on

the consolidated balance sheet of the Company and its

Subsidiaries.

	 	







$      
	 

	 	 
	minus, to the extent added in determining Net Income:

	 	

	 

	 	

	(p) non-cash gains resulting from mark- to-market

accounting treatment of interest rate hedging

agreements

	 	





	 

	 	

	(q) non-cash gains resulting from mark- to-market

accounting treatment of metals owned by the Company as

of the date of determination and recorded as assets on

the consolidated balance sheet of the Company and its

Subsidiaries

	 	









	 

	 	

	(r) TOTAL EBITDA: The sum of Items 2(a) through 2(o),

minus the sum of Items 2(p) through 2(q).

	 	

$      
	 

	 	 
	3. TOTAL LEVERAGE RATIO: ratio of Item 1(h) to Item 2(r)

	 	     : 1.00
	 

	 	 






Attachment II

(to __/__/__ Compliance

Certificate)




FIXED CHARGE COVERAGE RATIO

as of the last day of the Fiscal Quarter ending on or

immediately preceding the Computation Date




	 	 	 
	1. EBITDA (see Item 2(r) of Attachment I).

	 	$      
	 

	 	 
	2. The aggregate amount of all expenditures of the Company and its

Subsidiaries for fixed or capital assets made during such period

which, in accordance with GAAP, would be classified as capital

expenditures on the Company’s Consolidated Statement of Cash Flows

(“Capital Expenditures”) 10

	 	







$      
	 

	 	 
	3. The sum (for the Fiscal Quarter ending on or immediately

preceding the Computation Date and the three immediately preceding

Fiscal Quarters) of:.

	 	



$      
	 

	 	 
	(a) Interest Expense (refer to Item 2(d) of Attachment

I for definition) actually paid in cash during such

period (excluding (A) initial issuance costs paid in

connection with Indebtedness incurred in respect of the

Obligations, (B) any make-whole premium or Interest

Expense payable in connection with the prepayment of

Indebtedness under the 1998 Indenture, (C) if

applicable, any swap or hedge breakage costs relating

to interest rate swaps or hedges in effect on the

Amendment No. 4 Effective Date (including, without

limitation, any such costs incurred in connection with

a prepayment of the Term Loans)).

	 	





















$      
	 

	 	 
	(b) scheduled principal repayments of Indebtedness

(other than Indebtedness issued under the Indentures)

actually made during such period (including repayments

of the Term Loans pursuant to clause (c) of Section

3.1.1 of the Credit Agreement).

	 	







$      
	 

	 	 
	(c) finance expenses paid in connection with the

Permitted Receivables Program during such period.

	 	

$      
	 

	 	 
	(d) Restricted Payments made by the Company during such

period11.

	 	

$      
	 

	 	 
	4. Item 1 minus Item 2.

	 	$      
	 

	 	 
	5. The sum of Items 3(a) through 3(d).

	 	$      
	 

	 	 
	6. FIXED CHARGE COVERAGE RATIO: the ratio of Item 4 to Item 5

	 	     : 1.00
	 

	 	 






Attachment III

(to __/__/__ Compliance

Certificate)




EXCESS CASH FLOW

on the Computation Date




	 	 	 
	1. EBITDA (see Item 2(r) of Attachment I).

	 	$      
	 

	 	 
	2. Interest Expense (refer to Item 2(d) of Attachment I for

definition) actually paid in cash by the Company and its

Subsidiaries.

	 	



$      
	 

	 	 
	3. scheduled and voluntary principal repayments, to the extent

actually made, of Term Loans pursuant to clause (c) of Section

3.1.1 of the Credit Agreement.

	 	



$      
	 

	 	 
	4. all income Taxes actually paid in cash by the Company and its

Subsidiaries.

	 	

$      
	 

	 	 
	5. Capital Expenditures (refer to Item 2 of Attachment II for

definition) actually made by the Company and its Subsidiaries.

	 	

$      
	 

	 	 
	6. all Restricted Payments actually made by the Company in such

period.

	 	

$      
	 

	 	 
	7. non-recurring fees, cash charges and other cash expenses paid by

the Company and its Subsidiaries in connection with the

preparation, negotiation, approval, execution and delivery of

Amendment No. 4 (including the fees and expenses of the consultant

referred to in Section 7.1.14 of the Credit Agreement)

	 	







$      
	 

	 	 
	8. The sum of Items 2 through 7.

	 	$      
	 

	 	 
	9. EXCESS CASH FLOW: Item 1 minus Item 8.

	 	$      
	 

	 	 







	 	1	 	If a Default has occurred, specify the
details of such Default and the action that the Company or an Obligor has taken
or proposes to take with respect thereto.






	 	2	 	Following the consummation of a Permitted
Acquisition, increase the minimum EBITDA amount of:
(A) $8,000,000, if for the period from January 1, 2009 through and
including March 31, 2009, by 100% of EBITDA of the entity or assets being
acquired for the fiscal quarter period most recently ended prior to the
consummation of such Permitted Acquisition,
(B) $38,000,000, if for the period from January 1, 2009 through and
including June 30, 2009, by 100% of EBITDA of the entity or assets being
acquired for the two fiscal quarter period most recently ended prior to the
consummation of such Permitted Acquisition,
(C) $74,000,000, if for the period from January 1, 2009 through and
including September 30, 2009, by 100% of EBITDA of the entity or assets being
acquired for the three fiscal quarter period most recently ended prior to the
consummation of such Permitted Acquisition and
(D) $102,000,000, if for the period from January 1, 2009 through and
including December 31, 2009, by 100% of EBITDA of the entity or assets being
acquired for the four fiscal quarter period most recently ended prior to the
consummation of such Permitted Acquisition.






	 	3	 	If a Subsidiary has been formed or acquired
since the delivery of the last Compliance Certificate, the Company must certify
that such Subsidiary has complied with Section 7.1.8 of the Credit Agreement.






	 	4	 	Use in the case of a Compliance Certificate
delivered concurrently with the financial information pursuant to clause (b) of
Section 7.1.1 of the Credit Agreement.






	 	5	 	In an aggregate amount not to exceed
$10,000,000 for each of the 2005 Fiscal Year and 2006 Fiscal Year,
respectively, none of which remains available as of the Amendment No. 4
Effective Date.






	 	6	 	In an aggregate amount not to exceed
$30,000,000 in the aggregate for the 2006 and 2007 Fiscal Years, none of which
remains available as of the Amendment No. 4 Effective Date.






	 	7	 	In an amount not to exceed $30,000,000 in any
such Fiscal Year or $45,000,000 in the aggregate for all such Fiscal Years ,
approximately $6,000,000 of which remains available as of September 30, 2008.






	 	8	 	In an aggregate amount not to exceed
$36,000,000 for the 2009 and 2010 Fiscal Years.






	 	9	 	In an aggregate amount not to exceed
$14,000,000 in such Fiscal Year.






	 	10	 	Up to $30,000,000 of Capital Expenditures in
each of the 2007, 2008 and 2009 Fiscal Years, not to exceed $45,000,000 of
Capital Expenditures in all such Fiscal Years, in each case as related to
restructuring initiatives, shall be excluded from such calculation,
approximately $10,000,000 of which remains available as of September 30, 2008.






	 	11	 	Calculate Restricted Payments made by the
Company during the Fiscal Quarters ending on June 30, 2008, September 30, 2008
and December 31, 2008, on a pro forma basis as if the amount of
each such Restricted Payment equals $221,000.




12









ANNEX II TO FOURTH AMENDMENT




SOLICITORS, 003554, 000059, 102726857.1, Ferro Fourth Amendment to Credit Agreement (Execution
Copy with Conformed Sigs)




13