0001299933-08-005928 Sample Contracts

Citicorp North America, Inc. 750 Washington Boulevard, 8th Floor Stamford, CT 06901
Receivables Purchase Agreement • December 16th, 2008 • Ferro Corp • Paints, varnishes, lacquers, enamels & allied prods • New York

We refer to that certain Second Amended and Restated Receivables Purchase Agreement, dated as of April 1, 2008 (as amended, modified, supplemented or restated from time to time, the “Receivables Agreement”), among Ferro Finance Corporation (the “Seller”), as the Seller, CAFCO, LLC (the “Investor”), as the Investor, Citicorp North America, Inc. (the “Agent”), as the Agent, Citibank, N.A., as a Bank, Ferro Color & Glass Corporation and Ferro Pfanstiehl Laboratories, Inc., as Originators, and Ferro Corporation (“Ferro”), as the Collection Agent and an Originator. Terms not otherwise defined herein shall have the meanings set forth in the Receivables Agreement.

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Ferro Finance Corporation 1000 Lakeside Avenue, Suite A Cleveland, OH 44114
Purchase and Contribution Agreement • December 16th, 2008 • Ferro Corp • Paints, varnishes, lacquers, enamels & allied prods

We refer to that certain Amended and Restated Purchase and Contribution Agreement, dated as of April 1, 2008 (as amended, modified, supplemented or restated from time to time, the “PCA”), among Ferro Finance Corporation, as Purchaser (the “Purchaser”) and Ferro Corporation, as Seller (the “Seller”). Terms not otherwise defined herein shall have the meanings set forth in the PCA.

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