PURCHASE AND CONTRIBUTION AGREEMENT Dated as of April 1 2008 Between FERRO CORPORATION as Seller and FERRO FINANCE CORPORATIONPurchase and Contribution Agreement • April 7th, 2008 • Ferro Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
FERRO CORPORATION, an Ohio corporation (“Ferro Corporation” or “Seller”), and FERRO FINANCE CORPORATION, an Ohio corporation (the “Purchaser”), agree as follows:
SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • April 7th, 2008 • Ferro Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
PRELIMINARY STATEMENT. The Seller, Ferro Electronic Materials Inc., Ferro, the Agent, the Collection Agent and CAFCO (as such terms are herein defined) entered into that certain Receivables Purchase Agreement dated as of September 28, 2000 (the “Original RPA”). The Seller, Ferro Electronic Materials Inc., Ferro, the Agent, the Collection Agent, CAFCO and Citibank, N.A., amended and restated the Original RPA pursuant to that certain Amended and Restated Receivables Purchase Agreement dated as of June 29, 2006 (as amended heretofore, the “Existing RPA”), pursuant to which Citibank, N.A. became a party to such amended and restated agreement. The Seller has acquired, and may continue to acquire, Receivables from Ferro, either by purchase or by contribution to the capital of the Seller, as determined from time to time by the Seller and Ferro. The Seller has sold and is prepared to continue to sell undivided fractional ownership interests (referred to herein as “Receivable Interests”) in the
PURCHASE AGREEMENTPurchase Agreement • April 7th, 2008 • Ferro Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
FERRO COLOR & GLASS CORPORATION, a Pennsylvania corporation (“Ferro Color”) and FERRO PFANSTIEHL LABORATORIES, INC., a Delaware corporation (“FPL”)(Ferro Color and FPL being hereinafter sometimes referred to as the “Sellers”), and FERRO CORPORATION, an Ohio corporation (the “Purchaser” or “Ferro”), agree as follows:
