0001299933-07-003568 Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT,
Credit Agreement • June 11th, 2007 • Ferro Corp • Paints, varnishes, lacquers, enamels & allied prods • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 8, 2007, 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”), KEYBANK NATIONAL ASSOCIATION as the docume

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AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • June 11th, 2007 • Ferro Corp • Paints, varnishes, lacquers, enamels & allied prods • New York

AMENDMENT NO. 2 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) dated as of June 5, 2007, among Ferro Finance Corporation (the “Seller”), CAFCO, LLC (the “Investor”), Citibank, N.A., as a Bank (in such capacity, the “Bank”), 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”).

PURCHASE AND CONTRIBUTION AGREEMENT
Purchase and Contribution Agreement • June 11th, 2007 • Ferro Corp • Paints, varnishes, lacquers, enamels & allied prods • New York

AMENDMENT TO PURCHASE AND CONTRIBUTION AGREEMENT (this “Amendment”) dated as of June 5, 2007, among Ferro Corporation, an Ohio corporation, and Ferro Electronic Materials Inc., a Delaware corporation (collectively, the “Sellers”) and Ferro Finance Corporation, an Ohio corporation (the “Purchaser”).

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