0001299933-13-000613 Sample Contracts

TERMINATION AGREEMENT
Termination Agreement • April 3rd, 2013 • Ferro Corp • Paints, varnishes, lacquers, enamels & allied prods • New York

THIS TERMINATION AGREEMENT (this “Agreement”), dated as of March 29, 2013, between FERRO PFANSTIEHL LABORATORIES, INC. (the “Seller”), and FERRO CORPORATION (the “Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in, or by reference in, the Purchase Agreement (as defined below).

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SECOND AMENDMENT TO PURCHASE AND CONTRIBUTION AGREEMENT
Purchase and Contribution Agreement • April 3rd, 2013 • Ferro Corp • Paints, varnishes, lacquers, enamels & allied prods • New York

THIS SECOND AMENDMENT TO PURCHASE AND CONTRIBUTION AGREEMENT (this “Amendment”), dated as of March 29, 2013, is entered into between FERRO CORPORATION (the “Seller”) and FERRO FINANCE CORPORATION (the “Purchaser”).

SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • April 3rd, 2013 • Ferro Corp • Paints, varnishes, lacquers, enamels & allied prods • New York

THIS SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of March 29, 2013, is entered into by and among PNC BANK, NATIONAL ASSOCIATION, as LC Bank (in such capacity, the “LC Bank”) and as Agent for the LC Bank and the Purchaser (in such capacity, the “Agent”), FERRO FINANCE CORPORATION (“Seller”), FERRO CORPORATION (“Ferro”) and MARKET STREET FUNDING LLC (the “Purchaser”).

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