AMENDMENT
TO
PURCHASE AND
CONTRIBUTION AGREEMENT
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 ”).
PRELIMINARY STATEMENTS.
(A) The Sellers and the
Purchaser entered into a Purchase and Contribution Agreement dated
as of September 28, 2000, as heretofore amended (the
“PCA”). Capitalized terms not defined herein are used
as defined in the PCA.
(B) The parties hereto desire
to amend certain provisions of the PCA.
NOW, THEREFORE, the parties hereto
hereby agree as follows:
SECTION 1. Amendments to PCA
. Upon effectiveness of this Amendment, as provided in
Section 2 below, the PCA is hereby amended as follows:
(a) The following new
definition is added to Section 1.01, in proper alphabetical
order:
“Approved OECD Country”
means each of the countries listed on Exhibit E-1 hereto, as
such Exhibit may be amended from time to time upon request of Ferro
Corporation, with the prior written approval of the Purchaser and
the Agent. Additionally, if the Agent removes any country from the
Schedule of Approved OECD Countries attached to the Sale Agreement,
such country will cease to be an Approved OECD Country hereunder
and the Purchaser will immediately notify Ferro Corporation
thereof.
(b) Clause (i) of the
definition of “Eligible Receivable” in
Section 1.01 is amended in its entirety to read as
follows:
(i) the
Obligor of which is a resident of the United States (including,
without limitation, Puerto Rico), Canada, an Approved OECD Country
or an Other Approved Jurisdiction, provided that
(A) the aggregate Outstanding Balance of all Eligible
Receivables having Obligors which are residents of an Approved OECD
Country or an Other Approved Jurisdiction may not exceed 20% of the
then outstanding Capital under the Sale Agreement, (B) the
aggregate Outstanding Balance of all Eligible Receivables having
Obligors which are residents of an Other Approved Jurisdiction may
not exceed 10% of the then outstanding Capital under the Sale
Agreement and (C) with respect to each country which is an Other
Approved Jurisdiction, the aggregate Outstanding Balance of all
Eligible Receivables having Obligors which are residents of such
country may not exceed (1) 5% of the then outstanding Capital
under the Sale Agreement, at any time that the sovereign long-term
debt rating of such country is at least A by S&P and at least
A2 by Moody’s, and (2) 3.3% of the then outstanding
Capital under the Sale Agreement, at any time that the sovereign
long-term debt rating of such country is not at least A by S&P
and at least A2 by Moody’s;
(c) The definition of
“Facility Termination Date” in Section 1.01 is
amended by replacing the date “September 30, 2005”
therein with the phrase “the ‘Facility Termination
Date’ (as such term is defined in the Sale
Agreement).”
(d) The definition of
“Other Approved Jurisdiction” in Section 1.01 is
amended in its entirety to read as follows:
“Other Approved
Jurisdiction” means each of the countries listed on
Exhibit E-2 hereto, as such Exhibit may be amended from time
to time upon request of Ferro Corporation, with prior written
approval of the Purchaser and the Agent; provided ,
however , that at any time that the sovereign long-term debt
rating of any country listed on such Exhibit falls below A- by
S&P or below A3 by Moody’s, such country will cease to be
an Other Approved Jurisdiction. Additionally, if the Agent at any
time
