the Agents
86
Section 9.9
Defaults
87
Section 9.10
Posting of Approved Electronic Communications
87
Section 9.11
Joint Lead Arrangers and Documentation Agent
88
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.1
Waivers, Amendments, etc
89
Section 10.2
Notices; Time
90
Section 10.3
Payment of Costs and Expenses
90
Section 10.4
Indemnification
91
Section 10.5
Survival
92
Section 10.6
Severability
92
Section 10.7
Headings
92
Section 10.8
Execution in Counterparts,
Effectiveness, etc
92
Section 10.9
Governing Law; Entire Agreement
93
Section 10.10
Successors and Assigns
93
Section 10.11
Sale and Transfer of Credit Extensions;
Participations in Credit Extensions; Notes
93
Section 10.12
Other Transactions
96
Section 10.13
Forum Selection and Consent to
Jurisdiction
96
Section 10.14
Waiver of Jury Trial
97
Section 10.15
Patriot Act
97
Section 10.16
Judgment Currency
97
Section 10.17
Confidentiality
98
Section 10.18
Counsel Representation
99
SCHEDULE I
-
Disclosure Schedule
SCHEDULE II
-
Percentages; LIBOR Office; Domestic Office
SCHEDULE III
-
Mortgaged Properties
SCHEDULE IV
-
Foreign Subsidiaries
EXHIBIT A-1
-
Form of Revolving Note
EXHIBIT A-2
-
Form of Term Note
EXHIBIT A-3
-
Form of Swingline Note
EXHIBIT B-1
-
Form of Borrowing Request
EXHIBIT B-2
-
Form of Issuance Request
EXHIBIT C
-
Form of Continuation/Conversion Notice
EXHIBIT D
-
Form of Lender Assignment Agreement
EXHIBIT E
-
Form of Compliance Certificate
EXHIBIT F
-
Form of Subsidiary Guaranty (Domestic)
EXHIBIT G
-
Form of Pledge and Security Agreement
EXHIBIT H-1
-
Form of Designated Borrower Request and Assumption Agreement
EXHIBIT H-2
-
Form of Designated Borrower Notice
2
CREDIT AGREEMENT
THIS CREDIT AGREEMENT, dated as of June 6, 2006, is among FERRO CORPORATION, an
Ohio corporation (the "Company"), certain Subsidiaries of the Company from time
to time party hereto (each a "Designated Borrower" and together with the
Company, each a "Borrower" and collectively the "Borrowers"), the various
financial institutions and other Persons from time to time party hereto (the
"Lenders"), CREDIT SUISSE, CAYMAN ISLANDS BRANCH ("CS"), as the administrative
agent for the Term Loan Lenders (in such capacity, the "Term Loan Administrative
Agent"), NATIONAL CITY BANK ("National City"), as the administrative agent for
the Revolving Loan Lenders (in such capacity, the "Revolving Loan Administrative
Agent", and together with the Term Loan Administrative Agent, each an
Administrative Agent and collectively the "Administrative Agents") and as the
collateral agent for the Secured Parties (in such capacity, the "Collateral
Agent"), and KEYBANK NATIONAL ASSOCIATION as the documentation agent (in such
capacity, the "Documentation Agent").
W I T N E S S E T H:
WHEREAS, the Company intends to refinance (the "Refinancing") certain existing
Indebtedness and pay fees, costs and expenses related hereto and thereto (the
foregoing, together with the Refinancing and all other transactions related
hereto and thereto, collectively, the "Transaction");
WHEREAS, the Lenders and the Issuers are willing, on the terms and subject to
the conditions hereinafter set forth, to extend the Commitments, make Loans and
issue (or participate in) Letters of Credit;
NOW, THEREFORE, the parties hereto agree as follows.
ARTICLE I
DEFINITIONS