AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT (this
“Amendment” ) is entered into as of February 4, 2010 by and among Ferro Finance Corporation, an Ohio
corporation ( “Seller” ), Ferro Corporation, an Ohio corporation ( “Ferro” ), as initial Collection Agent,
Wachovia Bank, National Association ( “Wachovia” or a “ Purchaser ” and, together with its successors and
assigns, the “ Purchasers ”), and Wachovia Bank, National Association, in its capacity as Agent for the
Purchasers (in such capacity, together with its successors and assigns, the “Agent” ), with respect to that certain
Receivables Purchase Agreement dated as of June 2, 2009 by and among the parties (the “Agreement” ).
Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the
Seller and the Collection Agent desire to amend the Agreement as hereinafter set forth..
Each Purchaser and the Agent is willing to agree to such amendment, on the terms and subject to the
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the other mutual covenants herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Section 1. Amendment . The definition of “Monthly Reporting Date” set forth in Exhibit I to the
Agreement is hereby amended and restated in its entirety to read as follows:
“Monthly Reporting Date” means the 10 th Business Day of each month hereafter.
Section 2. Representations . In order to induce the other parties hereto to consent to this Amendment:
(a) Seller hereby makes each of its representations and warranties set forth in Section 5.1 (other than Section 5.1
(m)) of the Agreement as though made on and as of the date hereof, except to the extent such representations and
warranties expressly relate to an earlier date, in which case Selle