THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
as Trustee
FIRST SUPPLEMENTAL
INDENTURE
Dated as of August 19,
2008
FIRST
SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”),
dated as of August 19, 2008, between FERRO CORPORATION, an
Ohio corporation (the “Company”), and The Bank of New
York Mellon Trust Company, N.A., a national banking association,
the successor-in-interest to Chase Manhattan Trust Company,
National Association, as trustee (the “Trustee”), to
the INDENTURE, dated as of March 25, 1998, between the Company
and the Trustee (the “Indenture”). Capitalized terms
used and not defined herein shall have the meanings ascribed to
such terms in the Indenture.
WHEREAS,
the Company desires to amend the Indenture as set forth
herein;
WHEREAS,
Section 902 of the Indenture permits amendment of the
Indenture in this respect by the Company and the Trustee with the
consent of the Holders of at least a majority in principal amount
of the Outstanding Securities of each series affected by such
amendment and subject to the other provisions of Article Nine
of the Indenture;
WHEREAS,
the Company’s 9 1/8% Senior Notes due January 1,
2009 (the “Securities”), represent the only Outstanding
Securities issued under the Indenture; and
WHEREAS,
the Company has commenced, pursuant to the Offer to Purchase and
Consent Solicitation Statement of the Company, dated June 20,
2008, as the same may be further amended, supplemented, or modified
from time to time (the “Offer to Purchase”), an offer
to purchase all of the Outstanding Securities and a solicitation to
obtain (a) the consent of the Holders of at least a majority
in Outstanding principal amount of the Securities to the amendments
to the Indenture set forth in Section 2 hereof and
(b) the direction of the Holders of at least a majority in
Outstanding principal amount of the Securities to the Trustee to
execute and deliver this Supplemental Indenture (collectively, the
“Consent”).
NOW,
THEREFORE, the parties hereto agree as follows:
1.
Company Representations and Warranties . The Company hereby
represents and warrants to the Trustee that the Holders of at least
a majority in principal amount of the Securities currently
Outstanding have provided Consents, and that all other conditions
precedent provided for in the Indenture, including without
limitation, those contained in Article Nine of the Indenture,
relating to the execution of this Supplemental Indenture have been
complied with as of the date hereof.
2.
Amendments to the Indenture .
a.
The Indenture is hereby amended by (i) deleting the text of
Sections 501(4), 501(5), 501(8), 801, 1004, 1005, 1006, 1007,
1008, 1009, 1304(2), 1304(5), and 1304(6) of the Indenture and
replacing them with the words “Intentionally Omitted,”
and (ii) deleting all references to such sections and clauses
in their entirety, including without limitation all references,
direct or indirect, thereto in Section 501, “Events of
Default.”
b.
The Indenture is hereby amended by deleting those definitions from
the Indenture for which all references to such definitions
wi
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