0001299933-05-003240 Sample Contracts

AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • July 1st, 2005 • Ferro Corp • Paints, varnishes, lacquers, enamels & allied prods • New York

AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) dated as of June 30, 2005, 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”).

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FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
Credit Agreement • July 1st, 2005 • Ferro Corp • Paints, varnishes, lacquers, enamels & allied prods • New York

THIS FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT, dated as of June 29, 2005 (this “Amendment”), to the Existing Credit Agreement (as defined below) is made by FERRO CORPORATION, an Ohio corporation (the “Borrower”), and certain of the Lenders (such capitalized term and other capitalized terms used in this preamble and the recitals below to have the meanings set forth in, or are defined by reference in, Article I below).

TO PURCHASE AND CONTRIBUTION AGREEMENT
Purchase and Contribution Agreement • July 1st, 2005 • Ferro Corp • Paints, varnishes, lacquers, enamels & allied prods • New York

AMENDMENT TO PURCHASE AND CONTRIBUTION AGREEMENT (this “Amendment”) dated as of June 30, 2005, between 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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