Common use of Conditions Precedent to the Effectiveness of Amendment and Restatement Clause in Contracts

Conditions Precedent to the Effectiveness of Amendment and Restatement. The effectiveness of this amendment and restatement of the Existing RPA is subject to the conditions precedent that the Agent shall have received on or before the date hereof the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Agent: (a) Certified copies of the resolutions of the Board of Directors of the Seller approving, and evidence that each Originator has taken any necessary corporate action to authorize, this Agreement, the Purchase Agreement and the amendment and restatement effected by the Originator Purchase Agreement and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Purchase Agreement and the Originator Purchase Agreement. (b) A certificate of the Secretary or Assistant Secretary of the Seller and each Originator certifying the names and true signatures of the officers of the Seller and the Originators authorized to sign the Purchase Agreement, the Originator Purchase Agreement and this Agreement, as applicable, and the other documents to be delivered by it hereunder and thereunder. (c) Acknowledgment copies of proper financing statements naming Ferro Color and FPL, as the case may be, as the assignor of Receivables and Related Security and Ferro as assignee (with the Seller being the total assignee of Ferro’s interests thereunder), as may be necessary or, in the opinion of the Agent, desirable under the UCC of all appropriate jurisdictions to perfect the interests in all Receivables and Related Security of Ferro Color and FPL. (d) Acknowledgment copies of proper financing statement amendments, if any, necessary to release all security interests and other rights of any Person in the Receivables and Related Security previously granted by any Originator (other than the security interest granted by Ferro to the Seller pursuant to the Originator Purchase Agreement, but including a termination statement relating to the financing statement filed against Ferro Electronic Materials Inc. in favor of the Seller prior to the amendment and restatement effected by the Originator Purchase Agreement). (e) Completed requests for information (or a similar search report certified by a party acceptable to the Agent) listing all effective financing statements which name any Originator (under its present name and any previous name), as debtor and which are filed in the jurisdictions in which filings were made pursuant to subsection (c) above or pursuant to the Originator Purchase Agreement (prior to the amendment and restatement thereof on the date hereof), as the case may be, together with copies of such financing statements (none of which shall cover any Receivables or Related Security, other than the financing statement filed against Ferro pursuant to the Originator Purchase Agreement); (f) Acknowledgment copies of proper financing statement amendments relating to (i) the Seller and including references therein to FPL and Ferro Color and (ii) Ferro under the Originator Purchase Agreement, amending the reference to the Originator Purchase Agreement and adding Receivables acquired by Ferro pursuant to the Purchase Agreement. (g) Favorable opinions of counsel for the Seller and the Originators as to good standing, authorization, enforceability, UCC matters, true sale (the transfers pursuant to each of the Purchase Agreement and the Originator Purchase Agreement) and non-consolidation (all Originators vis a vis the Seller). with respect to the Originators, satisfactory to the Agent, and such other matters as the Agent may reasonably request. (h) The Originator Purchase Agreement, duly executed by each of the parties thereto. (i) The Purchase Agreement, duly executed by each of the parties thereto. (j) A copy of the by-laws of the Seller and each Originator, certified by the Secretary or Assistant Secretary of the Seller or such Originator, as the case may be (or, to the extent previously delivered with respect to the Seller or Ferro, such officer may certify that the by-laws of such Person remain unchanged). (k) A copy of the certificate or articles of incorporation or the certificate of formation, as applicable, of the Seller and each Originator, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization (or, to the extent previously delivered with respect to the Seller or Ferro , the Secretary or Assistant Secretary of such Person may certify that the articles of incorporation or the certificate of formation of such Person remain unchanged), and a certificate as to the good standing of the Seller and each Originator from such Secretary of State or other official, dated as of a recent date. (l) A pro forma Weekly Report, certified by the Chief Financial Officer of the Collection Agent for the period ending March 28, 2008, reflecting the inclusion of the Receivables originated by FPL and Ferro Color, as well as Ferro. (m) An amendment to the Credit Agreement and the associated Pledge and Security Agreement to give effect to the transactions contemplated by this Agreement relating to the FPL and Ferro Color. (n) Evidence that the Seller has paid all fees, costs, expenses and other amounts owed by the Seller to the Investors, the Banks and the Agent as of the date hereof.

Conditions Precedent to the Effectiveness of Amendment and Restatement. The effectiveness of this amendment and restatement of the Existing RPA ARRPA is subject to the conditions precedent that the Agent shall have received on or before the date hereof the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Agent: (a) Certified copies of the resolutions of the Board of Directors of the Seller approvingSeller, ACI and evidence that ACSC and each Originator has taken any necessary corporate action to authorize, other Guarantor approving this Agreement, the Purchase Agreement and Guaranty Agreement, the amendment and restatement effected by the Originator Purchase Agreement and the other documents to be delivered by such Person hereunder and thereunder and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Purchase Agreement and the Originator Purchase Agreement. (b) A certificate of the Secretary or Assistant Secretary of each of the Seller Seller, ACI and ACSC and each Originator other Guarantor certifying the names and true signatures of the officers of the Seller and the Originators authorized to sign this Agreement, the Purchase Guaranty Agreement, the Originator Purchase Agreement and this Agreement, as applicable, and the other documents to be delivered by it hereunder and thereunder. (c) Acknowledgment copies or time stamped receipt copies (or other satisfactory evidence of filing) of proper financing statements naming Ferro Color and FPLstatement amendments, as duly filed on or before the case may be, as the assignor of Receivables and Related Security and Ferro as assignee (with the Seller being the total assignee of Ferro’s interests thereunder), as may be necessary or, in the opinion of the Agent, desirable date hereof under the UCC and PPSA of all appropriate jurisdictions that the Agent may deem necessary or desirable in order to perfect effect such revisions as the interests in all Receivables Agent may deem necessary or desirable to reflect the amendments to the Existing RPA, the Existing Originator Purchase Agreement and Related Security of Ferro Color the other Transaction Documents contemplated by this Agreement and FPLthe Originator Purchase Agreement. (d) Acknowledgment copies or time stamped receipt copies (or other satisfactory evidence of filing), or copies accompanied by filing authorizations signed by the applicable secured party, of proper financing statement amendmentsamendments and terminations, if any, necessary to release all security interests and other rights of any Person in (i) the Receivables and Receivables, Contracts or Related Security previously granted by the Seller or any Originator and (other than ii) the collateral security interest referred to in Section 2.11 previously granted by Ferro to the Seller pursuant to the Originator Purchase Agreement, but including a termination statement relating to the financing statement filed against Ferro Electronic Materials Inc. in favor of the Seller prior to the amendment and restatement effected by the Originator Purchase Agreement)Seller. (e) Completed requests for information (and search reports, dated on or a similar search report certified by a party acceptable to before the Agent) date hereof, listing all effective financing statements which name any Originator (under its present name and any previous name), as debtor and which are other registrations filed in the jurisdictions referred to in which filings were made pursuant to subsection (c) above and in any other jurisdictions reasonably requested by the Agent that name the Seller or pursuant to the any Originator Purchase Agreement (prior to the amendment and restatement thereof on the date hereof), as the case may bedebtor, together with copies of such financing statements and other registrations (none of which shall cover any Receivables Receivables, Contracts, Related Security or Related Security, other than the financing statement filed against Ferro pursuant collateral security referred to the Originator Purchase Agreementin Section 2.11);. (f) Acknowledgment copies of proper financing statement amendments relating to (i) An executed copy of the Seller Deposit Account Agreement relating to the Deposit Account maintained with Citibank, N.A., as depositary bank, and including references therein to FPL and Ferro Color described in more detail in Schedule V hereto and (ii) Ferro under executed copies of supplemental Notices of Effectiveness delivered pursuant to each of the Originator Purchase AgreementDeposit Account Agreements then in effect, amending continuing in effect the reference to the Originator Purchase Agreement and adding Receivables acquired by Ferro Notices of Effectiveness delivered pursuant to the Purchase AgreementExisting RPA with respect to the Existing RPA as modified pursuant hereto. (g) Favorable opinions (or letters of confirmation and reliance, to the extent satisfactory to the Agent) of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for ACI, the Seller and the Originators as to good standingand (ii) Stikeman Elliott LLP, authorization, enforceability, UCC matters, true sale (the transfers pursuant to each of the Purchase Agreement Canadian counsel for ACI and the Originator Purchase Agreement) Canadian Originator, in each case in form and non-consolidation (all Originators vis a vis the Seller). with respect to the Originators, substance satisfactory to the Agent, and such other matters as the Agent may reasonably request. (h) The An executed copy of the Originator Purchase Agreement, duly executed by each of the parties thereto. (i) The Purchase Agreement, duly executed by each of the parties thereto. (j) A copy of the by-laws of the Seller Seller, each Originator and each OriginatorGuarantor, certified by the Secretary or Assistant Secretary of the Seller or such Originator, as the case may be (or, to the extent previously delivered with respect to the Seller or Ferrodelivered, such officer may certify that the by-laws of such Person remain unchanged). (kj) A copy of the certificate or articles of incorporation or the certificate of formation, as applicable, of the Seller Seller, each Originator and each OriginatorGuarantor, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization (or, to the extent previously delivered with respect to the Seller or Ferro delivered, the Secretary or Assistant Secretary of such Person may certify that the articles of incorporation or the certificate of formation of such Person remain unchanged), and a certificate as to the good standing of the Seller Seller, Originator and each Originator Guarantor from such Secretary of State or other official, dated as of a recent date. (lk) A pro forma Weekly Report, certified by the Chief Financial Officer of the Collection Agent Report for the period ending March 28June 5, 20082009 and a pro forma Monthly Report for the period ending April 30, 2009, each certified by an authorized financial officer of the Servicer with responsibility for such Seller Report and reflecting the inclusion of the Receivables originated by FPL and Ferro Color, as well as FerroInternational Receivables. (l) An executed copy of the Four Party Agreement. (m) An amendment to executed copy of each of (i) a confirmation of the Credit Agreement Undertaking (Originator) and (ii) a confirmation of the associated Pledge and Security Agreement to give effect to the transactions contemplated by this Agreement relating to the FPL and Ferro ColorUndertaking (Servicer). (n) An executed copy of the Guaranty Agreement. (o) Executed copies of each of the depositary bank consents described on Schedule VI. (p) An executed copy of a certificate of the chief financial officer of ACI regarding Adverse Claims in the form attached hereto as Annex N. (q) Evidence that the Seller has paid all reasonable fees, costs, expenses and other amounts owed by the Seller to the InvestorsBanks, the Banks Syndication Agent, the Agent and the Assignor Agent as of the date hereof, including all fees accrued as of the Closing Date pursuant to that certain second amended and restated fee agreement between the Assignor Agent and the Seller dated April 1, 2009 (“Second Amended and Restated Fee Agreement”). (r) Evidence that (i) the US Interim Order shall have been entered by the Bankruptcy Court, (ii) the Canadian Court shall have made the Canadian Amended Order and (iii) none of the foregoing shall have been reversed, modified, amended, stayed or vacated. (s) The audited annual consolidated financial statements of AbitibiBowater Inc. for the year ended December 31, 2008 and the unaudited quarterly combined financial statements of the Abitibi Entities for each fiscal quarter completed since the date of the last audited financial statements and ending at least 50 days prior to the Closing Date. (t) Monthly projected financial statements for the Abitibi Entities for each month of 2009, and annual projected financial statements for the Abitibi Entities for 2009 and 2010.

Conditions Precedent to the Effectiveness of Amendment and Restatement. The effectiveness of this amendment and restatement of the Existing RPA ARRPA is subject to the conditions precedent that the Agent shall have received on or before the date hereof the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Agent: (a) Certified copies of the resolutions of the Board of Directors of the Seller approvingSeller, ACI and evidence that ACSC and each Originator has taken any necessary corporate action to authorize, other Guarantor approving this Agreement, the Purchase Agreement and Guaranty Agreement, the amendment and restatement effected by the Originator Purchase Agreement and the other documents to be delivered by such Person hereunder and thereunder and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Purchase Agreement and the Originator Purchase Agreement. (b) A certificate of the Secretary or Assistant Secretary of each of the Seller Seller, ACI and ACSC and each Originator other Guarantor certifying the names and true signatures of the officers of the Seller and the Originators authorized to sign this Agreement, the Purchase Guaranty Agreement, the Originator Purchase Agreement and this Agreement, as applicable, and the other documents to be delivered by it hereunder and thereunder. (c) Acknowledgment copies or time stamped receipt copies (or other satisfactory evidence of filing) of proper financing statements naming Ferro Color and FPLstatement amendments, as duly filed on or before the case may be, as the assignor of Receivables and Related Security and Ferro as assignee (with the Seller being the total assignee of Ferro’s interests thereunder), as may be necessary or, in the opinion of the Agent, desirable date hereof under the UCC and PPSA of all appropriate jurisdictions that the Agent may deem necessary or desirable in order to perfect effect such revisions as the interests in all Receivables Agent may deem necessary or desirable to reflect the amendments to the Existing RPA, the Existing Originator Purchase Agreement and Related Security of Ferro Color the other Transaction Documents contemplated by this Agreement and FPLthe Originator Purchase Agreement. (d) Acknowledgment copies or time stamped receipt copies (or other satisfactory evidence of filing), or copies accompanied by filing authorizations signed by the applicable secured party, of proper financing statement amendmentsamendments and terminations, if any, necessary to release all security interests and other rights of any Person in (i) the Receivables and Receivables, Contracts or Related Security previously granted by the Seller or any Originator and (other than ii) the collateral security interest referred to in Section 2.11 previously granted by Ferro to the Seller pursuant to the Originator Purchase Agreement, but including a termination statement relating to the financing statement filed against Ferro Electronic Materials Inc. in favor of the Seller prior to the amendment and restatement effected by the Originator Purchase Agreement)Seller. (e) Completed requests for information (and search reports, dated on or a similar search report certified by a party acceptable to before the Agent) date hereof, listing all effective financing statements which name any Originator (under its present name and any previous name), as debtor and which are other registrations filed in the jurisdictions referred to in which filings were made pursuant to subsection (c) above and in any other jurisdictions reasonably requested by the Agent that name the Seller or pursuant to the any Originator Purchase Agreement (prior to the amendment and restatement thereof on the date hereof), as the case may bedebtor, together with copies of such financing statements and other registrations (none of which shall cover any Receivables Receivables, Contracts, Related Security or Related Security, other than the financing statement filed against Ferro pursuant collateral security referred to the Originator Purchase Agreementin Section 2.11);. (f) Acknowledgment copies of proper financing statement amendments relating to (i) An executed copy of the Seller Deposit Account Agreement relating to the Deposit Account maintained with Citibank, N.A., as depositary bank, and including references therein to FPL and Ferro Color described in more detail in Schedule V hereto and (ii) Ferro under executed copies of supplemental Notices of Effectiveness delivered pursuant to each of the Originator Purchase AgreementDeposit Account Agreements then in effect, amending continuing in effect the reference to the Originator Purchase Agreement and adding Receivables acquired by Ferro Notices of Effectiveness delivered pursuant to the Purchase AgreementExisting RPA with respect to the Existing RPA as modified pursuant hereto. (g) Favorable opinions (or letters of confirmation and reliance, to the extent satisfactory to the Agent) of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for ACI, the Seller and the Originators as to good standingand (ii) Stikeman Elliott LLP, authorization, enforceability, UCC matters, true sale (the transfers pursuant to each of the Purchase Agreement Canadian counsel for ACI and the Originator Purchase Agreement) Canadian Originator, in each case in form and non-consolidation (all Originators vis a vis the Seller). with respect to the Originators, substance satisfactory to the Agent, and such other matters as the Agent may reasonably request. (h) The An executed copy of the Originator Purchase Agreement, duly executed by each of the parties thereto. (i) The Purchase Agreement, duly executed by each of the parties thereto. (j) A copy of the by-laws of the Seller Seller, each Originator and each OriginatorGuarantor, certified by the Secretary or Assistant Secretary of the Seller or such Originator, as the case may be (or, to the extent previously delivered with respect to the Seller or Ferrodelivered, such officer may certify that the by-laws of such Person remain unchanged). (kj) A copy of the certificate or articles of incorporation or the certificate of formation, as applicable, of the Seller Seller, each Originator and each OriginatorGuarantor, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization (or, to the extent previously delivered with respect to the Seller or Ferro delivered, the Secretary or Assistant Secretary of such Person may certify that the articles of incorporation or the certificate of formation of such Person remain unchanged), and a certificate as to the good standing of the Seller Seller, Originator and each Originator Guarantor from such Secretary of State or other official, dated as of a recent date. (lk) A pro forma Weekly Report, certified by the Chief Financial Officer of the Collection Agent Report for the period ending March 28June 5, 20082009 and a pro forma Monthly Report for the period ending April 30, 2009, each certified by an authorized financial officer of the Servicer with responsibility for such Seller Report and reflecting the inclusion of the Receivables originated by FPL and Ferro Color, as well as FerroInternational Receivables. (l) An executed copy of the Four Party Agreement. (m) An amendment to executed copy of each of (i) a confirmation of the Credit Agreement Undertaking (Originator) and (ii) a confirmation of the associated Pledge and Security Agreement to give effect to the transactions contemplated by this Agreement relating to the FPL and Ferro ColorUndertaking (Servicer). (n) An executed copy of the Guaranty Agreement. (o) Executed copies of each of the depositary bank consents described on Schedule VI. (p) An executed copy of a certificate of the chief financial officer of ACI regarding Adverse Claims in the form attached hereto as Annex N. (q) Evidence that the Seller has paid all reasonable fees, costs, expenses and other amounts owed by the Seller to the InvestorsBanks, the Banks Syndication Agent, the Agent and the Assignor Agent as of the date hereof, including all fees accrued as of the Closing Date pursuant to that certain second amended and restated fee agreement between the Assignor Agent and the Seller dated April 1, 2009 (“Second Amended and Restated Fee Agreement”). (r) Evidence that (i) the US Interim Order shall have been entered by the Bankruptcy Court, (ii) the Canadian Court shall have made the Canadian Amended Order and (iii) none of the foregoing shall have been reversed, modified, amended, stayed or vacated. (s) The audited annual consolidated financial statements of AbitibiBowater Inc. for the year ended December 31, 2008 and the unaudited quarterly combined financial statements of the Abitibi Entities for each fiscal quarter completed since the date of the last audited financial statements and ending at least 50 days prior to the Closing Date. (t) Monthly projected financial statements for the Abitibi Entities for each month of 2009, and annual projected financial statements for the Abitibi Entities for 2009 and 2010. (u) A 13-Week Projection (as defined in the Guaranty Agreement) for the 13 calendar week period following Closing Date. (v) A business plan for the Abitibi Entities, in form and substance reasonably satisfactory to the Agent. (w) An officer’s certificate from the chief financial officer of ACI certifying that: (i) there shall not occur as a result of, and after giving effect to, the assignment hereunder, a default or event of default under (1) any of the debt instruments or other material agreements of the Seller or (2) any of the post-petition debt instruments or other material post-petition agreements of any of the other Abitibi Entities that would permit the counterparty thereto to exercise remedies thereunder on a post-petition basis, (ii) there shall exist no (or, in the case of any Abitibi Entity other than the Seller, no unstayed) action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality (other than the Bankruptcy Case and the Canadian Case and matters directly related thereto) that (i) could reasonably be expected to result in a Material Adverse Effect (except as otherwise disclosed in Schedule 3.07 or Schedule 3.11 to the Guaranty Agreement) or (ii) restrains, prevents or imposes or could reasonably be expected to impose materially adverse conditions upon the transactions contemplated by the Transaction Documents, (iii) all necessary governmental and third party consents and approvals necessary in connection with the performance by any of the Seller, the Originators, the Servicer, the Subservicer or the Guarantors under the Transaction Documents and the transactions contemplated thereby have been obtained and are in effect and (iv) since December 31, 2008, there has been no event or circumstance that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (except as publicly disclosed by the Parent, ACI or any of their Affiliates prior to the date of execution and delivery of this Agreement or as disclosed in Schedule 3.07 or Schedule 3.11 to the Guaranty Agreement). (x) All documentation and other information requested by any Bank prior to the Closing Date pursuant to applicable “know your customer” and anti-money laundering rules and regulations. (y) Evidence that (x) the Interest Account shall have been funded to the extent required by the first sentence of paragraph 34(f) of the US Interim Order and (y) the “Initial Payment” contemplated by the US Interim Order shall have been made. Immediately upon the effectiveness of ARRPA: (i) each Bank (other than Citibank) set forth on the Commitment Schedule (each, a “New Bank”) shall be deemed, automatically and without further action on the part of any Person, to have acquired from Citibank by assignment its Percentage of all Receivable Interests held by Citibank immediately prior to the effectiveness of this Agreement (the aggregate outstanding Capital of which is equal to $109,886,597.39 (such amount, the “Existing Aggregate Capital”)); (ii) in consideration therefor, each New Bank shall pay to Citibank, in immediately available funds to the Agent’s Account, an amount equal to the product of (x) the Existing Aggregate Capital plus all accrued and unpaid Yield thereon as of the Closing Date and (y) such New Bank’s Percentage; (iii) all Yield Periods in respect of which Yield is computed by reference to the Adjusted Eurodollar Rate shall be deemed to have terminated on the Closing Date, and each Receivable Interest outstanding on the Closing Date shall be deemed to have a Yield Period of one day (and to have Yield Rate based on the Alternate Base Rate), subject to future adjustment in accordance with the definition of “Yield Period” and (iv) the Second Amended and Restated Fee Agreement shall terminate and shall be of no further force and effect. In connection with the assignments described in clause (i) of the preceding paragraph, neither CLB nor Citibank makes any representation or warranty to any Bank except that it is the legal and beneficial owner of the interests assigned hereunder free and clear of any adverse claim, and neither CLB nor Citibank assumes any responsibility with respect to (i) any statements, warranties or representations made in or in connection with this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto, or the perfection, priority or value of any ownership interest or security interest purported to be created under this Agreement or any other Transaction Document or (ii) the financial condition of any Abibiti Entity or the performance or observance by ACI, the Seller, ACSC or the other Guarantors of any of their respective obligations under this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto. Each New Bank represents and warrants to Citibank and CLB that it has reviewed such documents and information as it has deemed appropriate to make its own analysis and decision to effect the assignments described in clause (i) of the preceding paragraph. For avoidance of doubt, (i) the provisions of Section 2.04 of this Agreement shall supersede the provisions of Section 5 of Waiver and Amendment No. 4 to the Existing RPA and Section 4 of Amendment No. 5 to the Existing RPA (it being understood and agreed that the control notices delivered to the Deposit Banks pursuant to Section 6.03(a) of the Existing RPA remain effective) and (ii) Eureka is no longer a party to this Agreement (but is an intended third party beneficiary of the provisions set forth in Section 10.05, Section 10.16 and Section 10.17(b)).

Conditions Precedent to the Effectiveness of Amendment and Restatement. The effectiveness of this amendment and restatement of the Existing Original RPA is subject to the conditions precedent that the Agent shall have received on or before the date hereof the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Agent: (a) Certified copies of the resolutions of the Board of Directors of the Seller approvingSeller, ACI and evidence that each Originator has taken any necessary corporate action to authorize, ACSC approving this Agreement, the Purchase Agreement and the amendment and restatement effected by the Originator Purchase Agreement and the other documents to be delivered by such Person hereunder and thereunder and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Purchase Agreement and the Originator Purchase Agreement. (b) A certificate of the Secretary or Assistant Secretary of each of the Seller Seller, ACI and each Originator ACSC certifying the names and true signatures of the officers of the Seller and the Originators authorized to sign the Purchase this Agreement, the Originator Purchase Agreement and this Agreement, as applicable, and the other documents to be delivered by it hereunder and thereunder. (c) Acknowledgment copies or time stamped receipt copies (or other satisfactory evidence of filing) of proper financing statements naming Ferro Color and FPLstatement amendments, as duly filed on or before the case may be, as the assignor of Receivables and Related Security and Ferro as assignee (with the Seller being the total assignee of Ferro’s interests thereunder), as may be necessary or, in the opinion of the Agent, desirable date hereof under the UCC and PPSA of all appropriate jurisdictions that the Agent may deem necessary or desirable in order to perfect add the interests in all International Receivables and Related Security of Ferro Color effect such other revisions as the Agent may deem necessary or desirable to reflect the amendments to the Original RPA, the Original Originator Purchase Agreement and FPLthe other Transaction Documents contemplated by this Agreement and the Originator Purchase Agreement. (d) Acknowledgment copies or time stamped receipt copies (or other satisfactory evidence of filing), or copies accompanied by filing authorizations signed by the applicable secured party, of proper financing statement amendmentsamendments and terminations, if any, necessary to release all security interests and other rights of any Person in (i) the Receivables and Receivables, Contracts or Related Security previously granted by the Seller or any Originator and (other than ii) the collateral security interest referred to in Section 2.11 previously granted by Ferro to the Seller pursuant to the Originator Purchase Agreement, but including a termination statement relating to the financing statement filed against Ferro Electronic Materials Inc. in favor of the Seller prior to the amendment and restatement effected by the Originator Purchase Agreement)Seller. (e) Completed requests for information (and search reports, dated on or a similar search report certified by a party acceptable to before the Agent) date hereof, listing all effective financing statements which name any Originator (under its present name and any previous name), as debtor and which are other registrations filed in the jurisdictions referred to in which filings were made pursuant to subsection (c) above and in any other jurisdictions reasonably requested by the Agent that name the Seller or pursuant to the any Originator Purchase Agreement (prior to the amendment and restatement thereof on the date hereof), as the case may bedebtor, together with copies of such financing statements and other registrations (none of which shall cover any Receivables Receivables, Contracts, Related Security or Related Security, other than the financing statement filed against Ferro pursuant collateral security referred to the Originator Purchase Agreementin Section 2.11);. (f) Acknowledgment copies An executed copy of proper financing statement amendments the Deposit Account Agreement relating to (i) the Seller Deposit Account maintained with Citibank, N.A., as depositary bank, and including references therein to FPL and Ferro Color and (ii) Ferro under the Originator Purchase Agreement, amending the reference to the Originator Purchase Agreement and adding Receivables acquired by Ferro pursuant to the Purchase Agreementdescribed in more detail in Schedule I hereto. (g) Favorable opinions (or letters of confirmation and reliance, to the extent satisfactory to the Agent) of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for ACI, the Seller and the Originators as to good standingand (ii) Stikeman Elliott LLP, authorization, enforceability, UCC matters, true sale (the transfers pursuant to each of the Purchase Agreement Canadian counsel for ACI and the Originator Purchase Agreement) Canadian Originator, in each case in form and non-consolidation (all Originators vis a vis the Seller). with respect to the Originators, substance satisfactory to the Agent, and such other matters as the Agent may reasonably request. (h) The An executed copy of the Originator Purchase Agreement, duly executed by each of the parties thereto. (i) The Purchase Agreement, duly executed by each of the parties thereto. (j) A copy of the by-laws of the Seller and each Originator, certified by the Secretary or Assistant Secretary of the Seller or such Originator, as the case may be (or, to the extent previously delivered with respect to the Seller or Ferrodelivered, such officer may certify that the by-laws of such Person remain unchanged). (kj) A copy of the certificate or articles of incorporation or the certificate of formation, as applicable, of the Seller and each Originator, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization (or, to the extent previously delivered with respect to the Seller or Ferro delivered, the Secretary or Assistant Secretary of such Person may certify that the articles of incorporation or the certificate of formation of such Person remain unchanged), and a certificate as to the good standing of the Seller and each Originator from such Secretary of State or other official, dated as of a recent date. (lk) A pro forma Weekly Report, certified by the Chief Financial Officer of the Collection Agent Report for the period ending March 28January 25, 20082008 and a pro forma Monthly Report for the period ending December 31, 2007, each certified by an authorized financial officer of the Servicer with responsibility for such Seller Report and reflecting the inclusion of the Receivables originated by FPL and Ferro Color, as well as FerroInternational Receivables. (m1) An amendment to the Credit Agreement and the associated Pledge and Security Agreement to give effect to the transactions contemplated by this Agreement relating to the FPL and Ferro Color. (n) Evidence that the Seller has paid all fees, costs, expenses and other amounts owed by the Seller to the Investors, the Banks and the Agent as executed copy of the date hereofFour Party Agreement.

Conditions Precedent to the Effectiveness of Amendment and Restatement. The effectiveness of this amendment and restatement of the Existing RPA Original PCA is subject to the conditions precedent that the Agent Purchaser shall have received on or before the date hereof the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the AgentPurchaser: (a) Certified copies of the resolutions of the Board of Directors of the each Seller approving, and evidence that each Originator has taken any necessary corporate action to authorize, approving this Agreement, the Purchase Agreement and the amendment and restatement effected other documents to be delivered by the Originator Purchase Agreement such Seller hereunder and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Purchase Agreement and the Originator Purchase Agreement. (b) A certificate of the Secretary or Assistant Secretary of the each Seller and each Originator certifying the names and true signatures of the officers of the each Seller and the Originators authorized to sign the Purchase Agreement, the Originator Purchase this Agreement and this Agreement, as applicable, and the other documents to be delivered by it hereunder and thereunderhereunder. (c) Acknowledgment copies or time stamped receipt copies (or other satisfactory evidence of filing) of proper financing statements naming Ferro Color and FPLstatement amendments, as duly filed on or before the case may be, as the assignor of Receivables and Related Security and Ferro as assignee (with the Seller being the total assignee of Ferro’s interests thereunder), as may be necessary or, in the opinion of the Agent, desirable date hereof under the UCC and PPSA of all appropriate jurisdictions that the Purchaser may deem necessary or desirable in order to perfect add the interests in all International Receivables and Related Security of Ferro Color effect such other revisions as the Purchaser may deem necessary or desirable to reflect the amendments to the Original PCA and FPLthe other Transaction Documents contemplated by this Agreement. (d) Acknowledgment copies or time stamped receipt copies (or other satisfactory evidence of filing), or copies accompanied by filing authorization signed by the applicable secured party, of proper financing statement amendmentsamendments and terminations, if any, necessary to release all security interests and other rights of any Person in the Receivables and Transferred Receivables, Contracts or Related Security previously granted by any Originator (other than the security interest granted by Ferro to the Seller pursuant to the Originator Purchase Agreement, but including a termination statement relating to the financing statement filed against Ferro Electronic Materials Inc. in favor of the Seller prior to the amendment and restatement effected by the Originator Purchase Agreement)Sellers. (e) Completed requests for information (and search reports, dated on or a similar search report certified by a party acceptable to before the Agent) date of this Agreement, listing all effective financing statements which name any Originator (under its present name and any previous name), as debtor and which are other registrations filed in the jurisdictions referred to in which filings were made pursuant to subsection (c) above or pursuant to the Originator Purchase Agreement (prior to the amendment and restatement thereof on the date hereof), that name either Seller as the case may bedebtor, together with copies of such other financing statements and other registrations (none of which shall cover any Receivables Transferred Receivables, Contracts or Related Security, other than Security unless they are in favor of the financing statement filed against Ferro pursuant to the Originator Purchase AgreementPurchaser);. (f) Acknowledgment copies Favorable opinions (or letters of proper financing statement amendments relating confirmation and reliance, to the extent satisfactory to the Purchaser) of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Seller and including references therein to FPL and Ferro Color Sellers and (ii) Ferro under the Originator Purchase AgreementStikeman Elliott LLP, amending the reference Canadian counsel for ACI, in each case in form and substance satisfactory to the Originator Purchase Agreement and adding Receivables acquired by Ferro pursuant to the Purchase AgreementPurchaser. (g) Favorable opinions of counsel for the Seller and the Originators as to good standing, authorization, enforceability, UCC matters, true sale (the transfers pursuant to each An executed copy of the Purchase Agreement and the Originator Purchase Four Party Agreement) and non-consolidation (all Originators vis a vis the Seller). with respect to the Originators, satisfactory to the Agent, and such other matters as the Agent may reasonably request. (h) The Originator Purchase Agreement, duly An executed by each copy of an amendment and reaffirmation of the parties theretoUndertaking. (i) The Purchase Agreement, duly An executed by each copy of the parties theretoDeposit Account Agreement relating to the Deposit Account maintained with Citibank, N. A., as depositary bank, and described in more detail in Exhibit B hereto. (j) A copy of pro forma Seller Report for the by-laws of the Seller and each Originatorperiod ending January 25, 2008, certified by the Secretary or Assistant Secretary an authorized financial officer of the Servicer with responsibility for such Seller or such Originator, as Report and reflecting the case may be (or, to inclusion of the extent previously delivered with respect to the Seller or Ferro, such officer may certify that the by-laws of such Person remain unchanged)International Receivables. (k) A copy Representative samples of the certificate or articles of incorporation or the certificate of formation, as applicable, of the Seller and each Originator, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization (or, to the extent previously delivered invoices with respect to the Seller or Ferro , the Secretary or Assistant Secretary of such Person may certify that the articles of incorporation or the certificate of formation of such Person remain unchanged), and a certificate as to the good standing of the Seller and each Originator from such Secretary of State or other official, dated as of a recent dateInternational Receivables. (l) A pro forma Weekly Report, certified by the Chief Financial Officer of the Collection Agent for the period ending March 28, 2008, reflecting the inclusion of the Receivables originated by FPL and Ferro Color, as well as Ferro. (m) An amendment to the Credit Agreement and the associated Pledge and Security Agreement to give effect to the transactions contemplated by this Agreement relating to the FPL and Ferro Color. (n) Evidence that the Seller has paid all fees, costs, expenses and other amounts owed by the Seller to the Investors, the Banks and the Agent as of the date hereof.

Conditions Precedent to the Effectiveness of Amendment and Restatement. The effectiveness of this amendment and restatement of the Existing Original RPA is subject to the conditions precedent that the Agent shall have received on or before the date hereof the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Agent: (a) Certified copies of the resolutions of the Board of Directors of the Seller approvingSeller, ACI and evidence that each Originator has taken any necessary corporate action to authorize, ACSC approving this Agreement, the Purchase Agreement and the amendment and restatement effected by the Originator Purchase Agreement and the other documents to be delivered by such Person hereunder and thereunder and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Purchase Agreement and the Originator Purchase Agreement. (b) A certificate of the Secretary or Assistant Secretary of each of the Seller Seller, ACI and each Originator ACSC certifying the names and true signatures of the officers of the Seller and the Originators authorized to sign the Purchase this Agreement, the Originator Purchase Agreement and this Agreement, as applicable, and the other documents to be delivered by it hereunder and thereunder. (c) Acknowledgment copies or time stamped receipt copies (or other satisfactory evidence of filing) of proper financing statements naming Ferro Color and FPLstatement amendments, as duly filed on or before the case may be, as the assignor of Receivables and Related Security and Ferro as assignee (with the Seller being the total assignee of Ferro’s interests thereunder), as may be necessary or, in the opinion of the Agent, desirable date hereof under the UCC and PPSA of all appropriate jurisdictions that the Agent may deem necessary or desirable in order to perfect add the interests in all International Receivables and Related Security of Ferro Color effect such other revisions as the Agent may deem necessary or desirable to reflect the amendments to the Original RPA, the Original Originator Purchase Agreement and FPLthe other Transaction Documents contemplated by this Agreement and the Originator Purchase Agreement. (d) Acknowledgment copies or time stamped receipt copies (or other satisfactory evidence of filing), or copies accompanied by filing authorizations signed by the applicable secured party, of proper financing statement amendmentsamendments and terminations, if any, necessary to release all security interests and other rights of any Person in (i) the Receivables and Receivables, Contracts or Related Security previously granted by the Seller or any Originator and (other than ii) the collateral security interest referred to in Section 2.11 previously granted by Ferro to the Seller pursuant to the Originator Purchase Agreement, but including a termination statement relating to the financing statement filed against Ferro Electronic Materials Inc. in favor of the Seller prior to the amendment and restatement effected by the Originator Purchase Agreement)Seller. (e) Completed requests for information (and search reports, dated on or a similar search report certified by a party acceptable to before the Agent) date hereof, listing all effective financing statements which name any Originator (under its present name and any previous name), as debtor and which are other registrations filed in the jurisdictions referred to in which filings were made pursuant to subsection (c) above and in any other jurisdictions reasonably requested by the Agent that name the Seller or pursuant to the any Originator Purchase Agreement (prior to the amendment and restatement thereof on the date hereof), as the case may bedebtor, together with copies of such financing statements and other registrations (none of which shall cover any Receivables Receivables, Contracts, Related Security or Related Security, other than the financing statement filed against Ferro pursuant collateral security referred to the Originator Purchase Agreementin Section 2.11);. (f) Acknowledgment copies An executed copy of proper financing statement amendments the Deposit Account Agreement relating to (i) the Seller Deposit Account maintained with Citibank, N.A., as depositary bank, and including references therein to FPL and Ferro Color and (ii) Ferro under the Originator Purchase Agreement, amending the reference to the Originator Purchase Agreement and adding Receivables acquired by Ferro pursuant to the Purchase Agreementdescribed in more detail in Schedule I hereto. (g) Favorable opinions (or letters of confirmation and reliance, to the extent satisfactory to the Agent) of (i) Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, U.S. counsel for ACI, the Seller and the Originators as to good standingand (ii) Stikeman Elliott LLP, authorization, enforceability, UCC matters, true sale (the transfers pursuant to each of the Purchase Agreement Canadian counsel for ACI and the Originator Purchase Agreement) Canadian Originator, in each case in form and non-consolidation (all Originators vis a vis the Seller). with respect to the Originators, substance satisfactory to the Agent, and such other matters as the Agent may reasonably request. (h) The An executed copy of the Originator Purchase Agreement, duly executed by each of the parties thereto. (i) The Purchase Agreement, duly executed by each of the parties thereto. (j) A copy of the by-laws of the Seller and each Originator, certified by the Secretary or Assistant Secretary of the Seller or such Originator, as the case may be (or, to the extent previously delivered with respect to the Seller or Ferrodelivered, such officer may certify that the by-laws of such Person remain unchanged). (kj) A copy of the certificate or articles of incorporation or the certificate of formation, as applicable, of the Seller and each Originator, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization (or, to the extent previously delivered with respect to the Seller or Ferro delivered, the Secretary or Assistant Secretary of such Person may certify that the articles of incorporation or the certificate of formation of such Person remain unchanged), and a certificate as to the good standing of the Seller and each Originator from such Secretary of State or other official, dated as of a recent date. (lk) A pro forma Weekly Report, certified by the Chief Financial Officer of the Collection Agent Report for the period ending March 28January 25, 20082008 and a pro forma Monthly Report for the period ending December 31, 2007, each certified by an authorized financial officer of the Servicer with responsibility for such Seller Report and reflecting the inclusion of the Receivables originated by FPL and Ferro Color, as well as FerroInternational Receivables. (m1) An amendment to the Credit Agreement and the associated Pledge and Security Agreement to give effect to the transactions contemplated by this Agreement relating to the FPL and Ferro Color. (n) Evidence that the Seller has paid all fees, costs, expenses and other amounts owed by the Seller to the Investors, the Banks and the Agent as executed copy of the date hereofFour Party Agreement.

Conditions Precedent to the Effectiveness of Amendment and Restatement. The effectiveness of this amendment and restatement of the Existing RPA Original 5-Year Agreement by this Agreement is subject to the following conditions precedent precedent: (a) This Agreement (including all schedules, exhibits, certificates and opinions delivered pursuant hereto), and each other Loan Document (other than the Mortgages) shall have been duly executed and delivered by or on behalf of the Loan Parties party hereto or thereto and, in the case of this Agreement, by the Majority Lenders, and the 364-Day Credit Agreement shall have been duly executed and delivered by the parties thereto and this Agreement, each other Loan Document (other than the Mortgages) and the Existing 364-Day Credit Agreement shall be in full force and effect . (b) There shall have occurred no material adverse change in the condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, since February 24, 2001. (c) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to result in a material adverse change in the condition (financial or otherwise) or results of operations or prospects of the Borrower and its Subsidiaries, taken as a whole, or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby, and there shall have been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries. (d) All governmental and third-party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Amendment and Restatement Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent that have been billed (including the accrued fees and expenses of counsel to the Agent). (g) The Agent shall have received on or before the date hereof Amendment and Restatement Effective Date the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the AgentAgent and (except for the Notes) in sufficient copies for each Lender: (ai) Certified certified copies of the resolutions of the Board of Directors of the Seller approving, and evidence that each Originator has taken any necessary corporate action to authorize, Loan Party approving this Agreement, the Purchase Agreement and the amendment other Loan Documents (to which it is a party), and restatement effected by the Originator Purchase Agreement and certified copies of all documents evidencing other necessary corporate action and governmental government approvals, if any, with respect to this Agreement, the Purchase Agreement and the Originator Purchase Agreement.other Loan Documents (to which it is a party), (bii) A a certificate of the Secretary or an Assistant Secretary of the Seller and each Originator Loan Party certifying the names and true signatures of the officers of the Seller and the Originators such Loan Party authorized to sign the Purchase Agreement, the Originator Purchase this Agreement and this Agreement, as applicable, the other Loan Documents (to which it is a party) and the other documents to be delivered by it hereunder and thereundersuch Loan Party hereunder. (ciii) Acknowledgment copies a copy of proper financing statements naming Ferro Color and FPL, as the case may be, as the assignor of Receivables and Related Security and Ferro as assignee (with the Seller being the total assignee of Ferro’s interests thereunder), as may be necessary or, in the opinion a certificate of the AgentSecretary of State of the jurisdiction of incorporation of each Loan Party (as of a date reasonably near the Amendment and Restatement Effective Date) that (A) attached thereto is a true and correct copy of such Loan Party's charter and each amendment thereto, desirable (B) such amendments are the only amendments to such Loan Party's charter on file in his office, (C) such Loan Party has paid all franchise taxes to the date of such certificate and (D) such Loan Party is duly incorporated and in good standing under the UCC laws of all appropriate jurisdictions to perfect the interests in all Receivables and Related Security its jurisdiction of Ferro Color and FPL.incorporation, (div) Acknowledgment copies a certificate of proper financing statement amendmentseach Loan Party, if anysigned by its President or a Vice President and its Secretary or any Assistant Secretary, necessary dated the Amendment and Restatement Effective Date, certifying (a) as to release all security interests and other rights the absence of any Person in the Receivables and Related Security previously granted by any Originator (other than the security interest granted by Ferro amendments to the Seller pursuant to charter of such Loan Party since the Originator Purchase Agreement, but including a termination statement relating to the financing statement filed against Ferro Electronic Materials Inc. in favor date of the Seller prior to the amendment Secretary of State's certificate from its jurisdiction of incorporation, (b) that attached is a true and restatement effected by the Originator Purchase Agreement). (e) Completed requests for information (or a similar search report certified by a party acceptable to the Agent) listing all effective financing statements which name any Originator (under its present name and any previous name), as debtor and which are filed in the jurisdictions in which filings were made pursuant to subsection (c) above or pursuant to the Originator Purchase Agreement (prior to the amendment and restatement thereof on the date hereof), as the case may be, together with copies of such financing statements (none of which shall cover any Receivables or Related Security, other than the financing statement filed against Ferro pursuant to the Originator Purchase Agreement); (f) Acknowledgment copies of proper financing statement amendments relating to (i) the Seller and including references therein to FPL and Ferro Color and (ii) Ferro under the Originator Purchase Agreement, amending the reference to the Originator Purchase Agreement and adding Receivables acquired by Ferro pursuant to the Purchase Agreement. (g) Favorable opinions of counsel for the Seller and the Originators as to good standing, authorization, enforceability, UCC matters, true sale (the transfers pursuant to each of the Purchase Agreement and the Originator Purchase Agreement) and non-consolidation (all Originators vis a vis the Seller). with respect to the Originators, satisfactory to the Agent, and such other matters as the Agent may reasonably request. (h) The Originator Purchase Agreement, duly executed by each of the parties thereto. (i) The Purchase Agreement, duly executed by each of the parties thereto. (j) A correct copy of the by-laws of such Loan Party as in effect on the Seller Amendment and each OriginatorRestatement Effective Date, certified by (c) as to the Secretary due incorporation and good standing of such Loan Party as a corporation organized under the laws of its jurisdiction of incorporation, and the absence of any proceeding for the dissolution or Assistant Secretary liquidation of such Loan Party, (d) as to the truth and correctness of the Seller or such Originator, representations and warranties contained in Section 4.01 of this Agreement as though made on and as of the case may be Amendment and Restatement Effective Date and (or, e) as to the extent previously delivered with respect to absence of any event occurring and continuing, or resulting from the Seller effectiveness of this Agreement or Ferroany other Loan Document, such officer may certify if any, that the by-laws of such Person remain unchanged)constitutes a Default. (kv) A copy a favorable opinion of Xxxxxx & Xxxxxxx, LLP, special counsel for the Loan Parties, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Agent may reasonably request, (vi) a favorable opinion of Xxxxxx Xxxxxxx, in-house Counsel of the certificate or articles Loan Parties, substantially in the form of incorporation or Exhibit E hereto and as to such other matters as any Lender through the certificate of formation, as applicable, Agent may reasonably request, (vii) evidence of the Seller and each Originator, certified as of a recent date by the Secretary of State or other appropriate official termination of the state of its organization commitments under the Existing 364-Day Credit Agreement, (or, viii) evidence satisfactory to the extent previously delivered with respect Agent that (A) the documents described in paragraphs (a) under the caption "Exchange Note Transactions" and paragraph (e) under the caption "Structured Lease Transactions", each under Schedule VII, have been amended to permit the Seller or Ferro , the Secretary or Assistant Secretary of such Person may certify that the articles of incorporation or the certificate of formation of such Person remain unchanged), and a certificate as to the good standing of the Seller and each Originator from such Secretary of State or other official, dated as of a recent date. (l) A pro forma Weekly Report, certified by the Chief Financial Officer of the Collection Agent for the period ending March 28, 2008, reflecting the inclusion of the Receivables originated by FPL and Ferro Color, as well as Ferro. (m) An amendment to the Credit transactions contemplated under this Agreement and the associated Pledge other Loan Documents, and Security (B) the Teachers Consent Agreement to give effect has been duly executed and delivered by the parties thereto, which agreement shall be in form and substance acceptable to the transactions contemplated by this Agreement relating to the FPL and Ferro Color.Agent, and (nix) Evidence that such other approvals, opinions or documents as any Lender, through the Seller has paid all feesAgent, costs, expenses and other amounts owed by the Seller to the Investors, the Banks and the Agent as of the date hereofmay reasonably request.

Conditions Precedent to the Effectiveness of Amendment and Restatement. The effectiveness of this amendment and restatement of the Existing RPA Original PCA is subject to the conditions precedent that the Agent Purchaser shall have received on or before the date hereof the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the AgentPurchaser: (a) Certified copies of the resolutions of the Board of Directors of the each Seller approving, and evidence that each Originator has taken any necessary corporate action to authorize, approving this Agreement, the Purchase Agreement and the amendment and restatement effected other documents to be delivered by the Originator Purchase Agreement such Seller hereunder and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Purchase Agreement and the Originator Purchase Agreement. (b) A certificate of the Secretary or Assistant Secretary of the each Seller and each Originator certifying the names and true signatures of the officers of the each Seller and the Originators authorized to sign the Purchase Agreement, the Originator Purchase this Agreement and this Agreement, as applicable, and the other documents to be delivered by it hereunder and thereunderhereunder. (c) Acknowledgment copies or time stamped receipt copies (or other satisfactory evidence of filing) of proper financing statements naming Ferro Color and FPLstatement amendments, as duly filed on or before the case may be, as the assignor of Receivables and Related Security and Ferro as assignee (with the Seller being the total assignee of Ferro’s interests thereunder), as may be necessary or, in the opinion of the Agent, desirable date hereof under the UCC and PPSA of all appropriate jurisdictions that the Purchaser may deem necessary or desirable in order to perfect add the interests in all International Receivables and Related Security of Ferro Color effect such other revisions as the Purchaser may deem necessary or desirable to reflect the amendments to the Original PCA and FPLthe other Transaction Documents contemplated by this Agreement. (d) Acknowledgment copies or time stamped receipt copies (or other satisfactory evidence of filing), or copies accompanied by filing authorization signed by the applicable secured party, of proper financing statement amendmentsamendments and terminations, if any, necessary to release all security interests and other rights of any Person in the Receivables and Transferred Receivables, Contracts or Related Security previously granted by any Originator (other than the security interest granted by Ferro to the Seller pursuant to the Originator Purchase Agreement, but including a termination statement relating to the financing statement filed against Ferro Electronic Materials Inc. in favor of the Seller prior to the amendment and restatement effected by the Originator Purchase Agreement)Sellers. (e) Completed requests for information (and search reports, dated on or a similar search report certified by a party acceptable to before the Agent) date of this Agreement, listing all effective financing statements which name any Originator (under its present name and any previous name), as debtor and which are other registrations filed in the jurisdictions referred to in which filings were made pursuant to subsection (c) above or pursuant to the Originator Purchase Agreement (prior to the amendment and restatement thereof on the date hereof), that name either Seller as the case may bedebtor, together with copies of such other financing statements and other registrations (none of which shall cover any Receivables Transferred Receivables, Contracts or Related Security, other than Security unless they are in favor of the financing statement filed against Ferro pursuant to the Originator Purchase AgreementPurchaser);. (f) Acknowledgment copies Favorable opinions (or letters of proper financing statement amendments relating confirmation and reliance, to the extent satisfactory to the Purchaser) of (i) Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, U.S. counsel for the Seller and including references therein to FPL and Ferro Color Sellers and (ii) Ferro under the Originator Purchase AgreementStikeman Elliott LLP, amending the reference Canadian counsel for ACI, in each case in form and substance satisfactory to the Originator Purchase Agreement and adding Receivables acquired by Ferro pursuant to the Purchase AgreementPurchaser. (g) Favorable opinions of counsel for the Seller and the Originators as to good standing, authorization, enforceability, UCC matters, true sale (the transfers pursuant to each An executed copy of the Purchase Agreement and the Originator Purchase Four Party Agreement) and non-consolidation (all Originators vis a vis the Seller). with respect to the Originators, satisfactory to the Agent, and such other matters as the Agent may reasonably request. (h) The Originator Purchase Agreement, duly An executed by each copy of an amendment and reaffirmation of the parties theretoUndertaking. (i) The Purchase Agreement, duly An executed by each copy of the parties theretoDeposit Account Agreement relating to the Deposit Account maintained with Citibank, N. A., as depositary bank, and described in more detail in Exhibit B hereto. (j) A copy of pro forma Seller Report for the by-laws of the Seller and each Originatorperiod ending January 25, 2008, certified by the Secretary or Assistant Secretary an authorized financial officer of the Servicer with responsibility for such Seller or such Originator, as Report and reflecting the case may be (or, to inclusion of the extent previously delivered with respect to the Seller or Ferro, such officer may certify that the by-laws of such Person remain unchanged)International Receivables. (k) A copy Representative samples of the certificate or articles of incorporation or the certificate of formation, as applicable, of the Seller and each Originator, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization (or, to the extent previously delivered invoices with respect to the Seller or Ferro , the Secretary or Assistant Secretary of such Person may certify that the articles of incorporation or the certificate of formation of such Person remain unchanged), and a certificate as to the good standing of the Seller and each Originator from such Secretary of State or other official, dated as of a recent dateInternational Receivables. (l) A pro forma Weekly Report, certified by the Chief Financial Officer of the Collection Agent for the period ending March 28, 2008, reflecting the inclusion of the Receivables originated by FPL and Ferro Color, as well as Ferro. (m) An amendment to the Credit Agreement and the associated Pledge and Security Agreement to give effect to the transactions contemplated by this Agreement relating to the FPL and Ferro Color. (n) Evidence that the Seller has paid all fees, costs, expenses and other amounts owed by the Seller to the Investors, the Banks and the Agent as of the date hereof.