CREDIT AGREEMENT,Credit Agreement • June 12th, 2006 • Ferro Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
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
COLLATERAL SHARING AGREEMENTCollateral Sharing Agreement • June 12th, 2006 • Ferro Corp • Paints, varnishes, lacquers, enamels & allied prods
THIS COLLATERAL SHARING AGREEMENT, dated as of June 6, 2006, is among NATIONAL CITY BANK (“National City”), in its capacity as the collateral agent under the Credit Agreement referred to below (in such capacity, together with any successors or assigns, the “Collateral Agent”), J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee under the Indentures described below (in such capacity, together with any successors or assigns, the “Trustee”), FERRO CORPORATION, an Ohio corporation (the “Company”), and each other Person listed on the signature pages hereto as an “Obligor”.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 12th, 2006 • Ferro Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of June 6, 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Security Agreement”), is made by FERRO CORPORATION, an Ohio corporation (the “Company”), and each U.S. Subsidiary (other than an SPV) (terms used in the preamble and the recitals have the definitions set forth in or incorporated by reference in Article I) from time to time a party to this Security Agreement (each individually a “Grantor” and collectively, the “Grantors”), in favor of NATIONAL CITY BANK (“National City”), as the collateral agent (together with its successor(s) thereto in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
AMENDMENT TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • June 12th, 2006 • Ferro Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) dated as of June 6, 2006, among Ferro Finance Corporation (the “Seller”), CAFCO, LLC (the “Investor”), Ferro Electronic Materials, Inc., as an originator, Ferro Corporation, as an originator (together with Ferro Electronic Materials, Inc., the “Originators”) and as collection agent, and Citicorp North America, Inc., as agent (in such capacity, the “Agent”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 12th, 2006 • Ferro Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of June 6, 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Security Agreement”), is made by FERRO CORPORATION, an Ohio corporation (the “Company”), and each U.S. Subsidiary (other than an SPV) (terms used in the preamble and the recitals have the definitions set forth in or incorporated by reference in Article I) from time to time a party to this Security Agreement (each individually a “Grantor” and collectively, the “Grantors”), in favor of J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee (together with its successors and assigns, the “Trustee”) for the benefit of the Trustee and the Holders under the Indentures (collectively, the “Secured Parties”).
