AMENDED AND RESTATED CREDIT AGREEMENT,

AMENDED AND RESTATED CREDIT AGREEMENT,

dated as of June 8, 2007,

(amending and restating the Credit Agreement, dated as of June 6, 2006)

among

FERRO CORPORATION

and

CERTAIN OF ITS DESIGNATED SUBSIDIARIES

FROM TIME TO TIME PARTY HERETO,

as the Borrowers,

VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS

FROM TIME TO TIME PARTY HERETO,

as the Lenders,

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as the Term Loan Administrative Agent,

NATIONAL CITY BANK,

as the Revolving Loan Administrative Agent

and the Collateral Agent,

KEYBANK NATIONAL ASSOCIATION,

as the Documentation Agent

and

CITIGROUP GLOBAL MARKETS, INC.,

as the Syndication Agent

CREDIT SUISSE SECURITIES (USA) LLC

and

NATIONAL CITY BANK,

as Joint Lead Arrangers and Joint Bookrunners

1

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

ARTICLE II

COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, NOTES AND LETTERS OF CREDIT

ARTICLE III

REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

ARTICLE IV

CERTAIN LIBO RATE AND OTHER PROVISIONS

ARTICLE V

CONDITIONS TO EFFECTIVENESS AND CREDIT EXTENSION

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

ARTICLE VII

COVENANTS

ARTICLE VIII

EVENTS OF DEFAULT

ARTICLE IX

THE AGENTS

ARTICLE X

MISCELLANEOUS PROVISIONS

2

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 8, 2007, is among FERRO CORPORATION, an Ohio corporation (the “ Company ”), certain Subsidiaries of the Company from time to time party hereto (each a “ Designated Borrower ” and together with the Company, each a “ Borrower ” and collectively the “ Borrowers ”), the various financial institutions and other Persons from time to time party hereto (the “ Lenders ”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“ CS ”), as the administrative agent for the Term Loan Lenders (in such capacity, the “ Term Loan Administrative Agent ”), NATIONAL CITY BANK (“ National City ”), as the administrative agent for the Revolving Loan Lenders (in such capacity, the “ Revolving Loan Administrative Agent ”, and together with the Term Loan Administrative Agent, each an Administrative Agent and collectively the “ Administrative Agents ”) and as the collateral agent for the Secured Parties (in such capacity, the “ Collateral Agent ”), KEYBANK NATIONAL ASSOCIATION as the documentation agent (in such capacity, the “ Documentation Agent ”), and CITIGROUP GLOBAL MARKETS, INC., as the syndication agent (in such capacity, the “ Syndication Agent ”).

W I T N E S S E T H :

WHEREAS, pursuant to the Credit Agreement, dated as of June 6, 2006 (as the same may have been modified prior to the date hereof, the “ Existing Credit Agreement ”), among the Borrowers, the lenders party thereto (the “ Existing Lenders ”), CS, as administrative agent for the Existing Lenders with a commitment to make Term Loans thereunder, National City, as administrative agent for the Existing Lenders with a Revolving Loan Commitment thereunder and as the collateral agent, and the other agents, the Existing Lenders committed to extend to the Borrowers a $250,000,000 revolving credit facility to make revolving loans (the “ Existing Revolving Loans ”) (such term and each other capitalized term used but not defined in the preamble and the recitals having the meanings provided in Section 1.1 ), and provided term loans to the Borrowers in the aggregate principal amount of $305,000,000 (the “ Existing Term Loans ”, and collectively with the Existing Revolving Loans, the “ Existing Loans ”);

WHEREAS, the Borrowers have requested that the Existing Credit Agreement be amended on the Amendment Effective Date to, among other things, provide for Loans to the Borrowers in an amount up to the applicable Commitment Amount on and subject to the terms and conditions of this Agreement and pay fees, costs and expenses related thereto (the foregoing and all other transactions related hereto, collectively, the “ Transaction );

WHEREAS, further to the foregoing recital, the Borrowers have requested, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement), that the Existing Credit Agreement be amended to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that the Existing Loans that are not being repaid and other “Obligations” (under, and as defined in, the Existing Credit Agreement) shall be governed by and deemed to be outstanding under this Agreement with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto); provided that any Rate Protection Agreements with any one or more Existing Lenders (or their respective Affiliates) shall continue unamended and in full force and effect; and

WHEREAS, all Obligations are and shall continue to be secured by all collateral on which a Lien is granted to the Collateral Agent pursuant to any Loan Document;

NOW, THEREFORE, the parties hereto hereby agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1 Defined Terms . The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall, except where the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):

“ Account ” means any account (as that term is defined in Section 9-102 of the UCC) of the Company or any of its Subsidiaries arising from the sale or lease of goods or rendering of services.

“ Account Debtor ” means any Person who is or who may become obligated under, with respect to, or on account of, an account, chattel paper, or a general intangible, in each case, as such term is defined under the UCC.

“ Administrative Agent ” and “ Administrative Agents ” are defined in the preamble and include each other Person appointed as a successor Administrative Agent pursuant to Section 9.4 .

“ Affected Lender ” is defined in Section 4.10 .

“ Affiliate ” of any Person means any other Person which, directly or indirectly, controls, is controlled by or is under common control with such Person. “Control” of a Person means the power, directly or indirectly, (a) to vote 10% or more of the Capital Securities (on a fully diluted basis) of such Person having ordinary voting power for the election of directors, managing members or general partners (as applicable) or (b) to direct or cause the direction of the management and policies of such Person (whether by contract or otherwise).

“ Affirmation and Consent ” means the Affirmation and Consent, dated as of the Amendment Effective Date, among each Subsidiary Guarantor and the Collateral Agent, substantially in the form of Exhibit J hereto.

“ Agents ” means, collectively, the Administrative Agents and the Collateral Agent.

“ Agreement ” means, on any date, this Amended and Restated Credit Agreement as originally in effect on the Amendment Effective Date and as the same may thereafter from time to time be further amended, supplemented, amended and restated or otherwise modified and in effect on such date.

“ Alternate Base Rate ” means, on any date and with respect to all Base Rate Loans, a fluctuating rate of interest per annum (rounded upward, if necessary, to the next highest 1/16 of 1%) equal to the higher of (a) the Base Rate in effect on such day; and (b) the Federal Funds Rate in effect on such day plus 1/2 of 1%. Changes in the rate of interest on that portion of any Loans maintained as Base Rate Loans will take effect simultaneously with each change in the Alternate Base Rate. The Revolving Loan Administrative Agent will give notice promptly to the Company and the Lenders of changes in the Alternate Base Rate; provided that the failure to give such notice shall not affect the Alternate Base Rate in effect after such change.

“ Alternate Currency ” means Euros or Yen, as the case may be.

“ Alternate Currency Commitment ” means, relative to any Lender, such Lender’s obligation (if any) to make Alternate Currency Loans pursuant to clause (a) of Section 2.1.1 .

“ Alternate Currency Commitment Amount ” means, on any date, a maximum amount equal to the Dollar Equivalent of $100,000,000, as such amount may be permanently reduced by Section 2.2 .

“ Alternate Currency Equivalent ” means, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternate Currency as determined by the Revolving Loan Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternate Currency with Dollars.

“ Alternate Currency Loan ” means any Revolving Loan denominated in an Alternate Currency.

“ Amendment Effective Date ” means the date this Agreement becomes effective pursuant to Section 10.8 .

“ Amendment Effective Date Certificate ” means the certificate executed and delivered by an Authorized Officer of the Company pursuant to the terms of this Agreement, substantially in the form of Exhibit K hereto.

“ Applicant Borrower ” is defined in clause (a) of Section 2.9 .

“ Applicable Commitment Fee Margin ” means with respect to the Revolving Loan Commitment, (a) prior to the Amendment Effective Date, the applicable percentage then in effect under the Existing Credit Agreement, as determined by reference to the relevant Index Debt Rating pursuant to the terms thereof, (b) as of the Amendment Effective Date to the date on which the Administrative Agents receive a Compliance Certificate pursuant to clause (c) of Section 7.1.1 for the Fiscal Quarter ending June 30, 2007, 0.375% and (c) thereafter, the applicable percentage set forth below determined by reference to the Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agents pursuant to clause (c) of Section 7.1.1 :

Changes in the Applicable Commitment Fee Margin resulting from a change in the Leverage Ratio shall become effective as of the first Business Day immediately following delivery by the Company to the Administrative Agents of a new Compliance Certificate pursuant to clause (c) of Section 7.1.1 ; provided that if a Compliance Certificate is not delivered when due in accordance with such Section, then the Applicable Commitment Fee Margin shall increase to the next higher level above the Applicable Commitment Fee Margin then in effect, which increased Applicable Commitment Fee Margin shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered.

“ Applicable Margin ” means:

(a) with respect to Term Loans, (i) prior to the Amendment Effective Date, 1.75% for Base Rate Loans and 2.75% for LIBO Rate Loans and (ii) on and after the Amendment Effective Date, 1.00% for Base Rate Loans and 2.00% for LIBO Rate Loans; and

(b) with respect to Revolving Loans and Swing Line Loans (other than Swing Line Loans being maintained as Money Market Rate Loans), (i) prior to the Amendment Effective Date, the applicable percentage then in effect under the Existing Credit Agreement, as determined by reference to the relevant Index Debt Rating pursuant to the terms thereof, (ii) from the Amendment Effective Date to the date on which the Administrative Agents receive a Compliance Certificate pursuant to clause (c) of Section 7.1.1 for the Fiscal Quarter ending June 30, 2007, 0.500% per annum for Base Rate Loans and 1.500% per annum for LIBO Rate Loans and (iii) thereafter, the applicable percentage set forth below determined by reference to the Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agents pursuant to clause (c) of Section 7.1.1 :

Changes in the Applicable Margin pursuant to this clause (b) resulting from a change in the Leverage Ratio shall become effective as of the first Business Day immediately following delivery by the Company to the Administrative Agents of a new Compliance Certificate pursuant to clause (c) of Section 7.1.1 ; provided that if a Compliance Certificate is not delivered when due in accordance with such Section, then the Applicable Margin shall increase to the next higher level above the Applicable Margin then in effect, which increased Applicable Margin shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered.

“ Approved Fund ” means any Person (other than a natural Person) that (a) is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and (b) is administered, advised or managed by a Lender, an Affiliate of a Lender or a Person or an Affiliate of a Person that administers, advises or manages a Lender.

“ Authorized Officer ” means, relative to any Obligor, those of its officers, general partners, managing members or other authorized person(s) (as applicable) whose signatures and incumbency shall have been certified to the Administrative Agents, the Lenders and the Issuers pursuant to Section 5.1.1 .

“ Available ” means, in respect of any Alternate Currency and any Lender, that such Alternate Currency is, at the relevant time, readily available to such Lender as deposits in the London or other applicable interbank market in the relevant amount and for the relevant term, is freely convertible into Dollars and is freely transferable for the purposes of this Agreement, but if, notwithstanding that each of the foregoing tests is satisfied:

(a) such Alternate Currency is, under the then current legislation or regulations of the country of such Alternate Currency (or under the policy of the central bank of such country) or the F.R.S. Board, not permitted to be used for the purposes of this Agreement;

(b) there is no, or only insignificant, investor demand for the making of advances having an interest period equivalent to that for the LIBO Rate Loan denominated in an Alternate Currency which the Borrowers have requested be made; or

(c) there are policy or other reasons which make it undesirable or impractical for a Lender to make a LIBO Rate Loan denominated in such Alternate Currency available as determined by such Lender in its sole discretion;

then such Alternate Currency may be treated by any Lender as not being Available.

“ Base Rate ” means, at any time, (a) with respect to Term Loans, excluding Specified Term Loan Tranches, the rate of interest then most recently established by CS in New York, New York as its base rate for Dollars loaned in the United States and (b) with respect to Revolving Loans and Swing Line Loans, the rate of interest then most recently established by National City in Cleveland, Ohio as its base rate for Dollars loaned in the United States. The Base Rate is not necessarily intended to be the lowest rate of interest determined by the Administrative Agents in connection with extensions of credit.

“ Base Rate Loan ” means a Loan denominated in Dollars bearing interest at a fluctuating rate determined by reference to the Alternate Base Rate.

“ Borrower ” and “ Borrowers ” are defined in the preamble .

“ Borrowing ” means the Loans of the same type and, in the case of LIBO Rate Loans, having the same Interest Period made by all Lenders required to make such Loans on the same Business Day and pursuant to the same Borrowing Request in accordance with Section 2.3 .

“ Borrowing Request ” means a Loan request and certificate duly executed by an Authorized Officer of a Borrower substantially in the form of Exhibit B-1 hereto.

“ Business Day ” means: (a) any day which is neither a Saturday or Sunday nor a legal holiday on which banks are authorized or required to be closed in New York, New York; and (b)relative to the making, continuing, prepaying or repaying of any LIBO Rate Loans, any day which is a Business Day described in clause (a) above and (i) on which dealings in the relevant currency are carried on in the London interbank eurodollar market and (ii) in the case of LIBO Rate Loans denominated in an Alternate Currency, on which banks in the country for which such Alternate Currency is the lawful currency are not authorized or required to be closed.

“ Capital Expenditures ” means, for any period, the aggregate amount of all expenditures of the Company and its Subsidiaries for fixed or capital assets made during such period which, in accordance with GAAP, would be classified as capital expenditures on the Company’s Consolidated Statement of Cash Flows.

“ Capital Securities ” means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued after the Closing Date.

“ Capitalized Lease Liabilities ” means, with respect to any Person, all monetary obligations of such Person and its Subsidiaries under any leasing or similar arrangement which have been (or, in accordance with GAAP, should be) classified as capitalized leases, and for purposes of each Loan Document the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a premium or a penalty.

“ Cash Collateralize ” means, with respect to a Letter of Credit, the deposit of immediately available funds into a cash collateral account maintained with (or on behalf of) the Revolving Loan Administrative Agent on terms satisfactory to the Revolving Loan Administrative Agent in an amount equal to the Stated Amount of such Letter of Credit.

“ Cash Equivalent Investment ” means, at any time:

(a) any direct obligation of (or unconditionally guaranteed by) the United States or a State thereof (or any agency or political subdivision thereof, to the extent such obligations are supported by the full faith and credit of the United States or a State thereof) maturing not more than one year after such time;

(b) commercial paper maturing not more than 270 days from the date of issue, which is issued by (i) a corporation (other than an Affiliate of any Obligor) organized under the laws of any State of the United States or of the District of Columbia and rated A-1 or higher by S&P or P-1 or higher by Moody’s, or (ii) any Lender (or its holding company);

(c) any certificate of deposit, time deposit or bankers acceptance, maturing not more than one year after its date of issuance, which is issued by either (i) any bank organized under the laws of the United States (or any State thereof) and which has (x) a credit rating of A2 or higher from Moody’s or A or higher from S&P and (y) a combined capital and surplus greater than $500,000,000, or (ii) any Lender; or

(d) any repurchase agreement having a term of 30 days or less entered into with any Lender or any commercial banking institution satisfying the criteria set forth in clause (c)(i) which (i) is secured by a fully perfected security interest in any obligation of the type described in clause (a) , and (ii) has a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such commercial banking institution thereunder.

“ Casualty Event ” means the damage, destruction or condemnation, as the case may be, of property of any Person or any of its Subsidiaries.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

“ CERCLIS ” means the Comprehensive Environmental Response Compensation Liability Information System List.

“ Change in Control ” means:

(a) any person or group (within the meaning of Sections 13(d) and 14(d) under the Exchange Act), shall become the ultimate “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of, or enter into contracts or arrangements whereby they will acquire or control, directly or indirectly, Capital Securities or Voting Securities representing 25% or more of the Capital Securities or Voting Securities of the Company on a fully diluted basis;

(b) during any period of up to 24 consecutive months, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election to such Board or whose nomination for election by the stockholders of the Company was approved by a vote of at least two-thirds of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Company then in office; or

(c) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement or agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets.

“ Closing Date ” means June 6, 2006.

“ Code ” means the Internal Revenue Code of 1986, and the regulations thereunder, in each case as amended, reformed or otherwise modified from time to time.

“ Collateral Agent ” is defined in the preamble and includes each other Person appointed as the successor Collateral Agent pursuant to Section 9.4 .

“ Collateral Sharing Agreement ” means the Collateral Sharing Agreement, dated as of the Closing Date, among the Obligors, the Collateral Agent and J. P. Morgan Trust Company, National Association, as trustee under the Indentures, a conformed copy of which is attached as Exhibit H hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

“ Collections ” means all cash, checks, notes, instruments and other items of payment (including insurance proceeds, proceeds of cash sales, rental proceeds and Tax refunds) of the Company and its Subsidiaries.

“ Commitment ” means, as the context may require, the Revolving Loan Commitment, the Alternate Currency Commitment, the Letter of Credit Commitment or the Swing Line Loan Commitment.

“ Commitment Amount ” means, as the context may require, the Alternate Currency Commitment Amount, the Revolving Loan Commitment Amount, the Letter of Credit Commitment Amount or the Swing Line Loan Commitment Amount.

“ Commitment Termination Event ” means:

(a) the occurrence of any Event of Default with respect to the Company described in clauses (a) through (d) of Section 8.1.9 ; or

(b) the occurrence and continuance of any other Event of Default and either:

(i) the declaration of all or any portion of the Loans to be due and payable pursuant to Section 8.3 , or

(ii) the giving of notice by the Administrative Agents, acting at the direction of the Required Lenders, to the Company that the Commitments have been terminated.

“ Communications ” is defined in clause (a) of Section 9.10 .

“ Company ” is defined in the preamble .

“ Compliance Certificate ” means a certificate duly completed and executed by an Authorized Officer of the Company, substantially in the form of Exhibit E hereto, together with such changes thereto as the Administrative Agents may from time to time request for the purpose of monitoring the Company’s compliance with the financial covenants contained herein.

“ Contingent Liability ” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the Indebtedness of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the Capital Securities of any other Person. The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount of the debt, obligation or other liability guaranteed thereby. For the avoidance of doubt, “Contingent Liability” shall not include “take-or-pay” obligations for less than twelve months for inventory acquired in the ordinary course of business; provided that such twelve-month limitation shall not apply to “take-or-pay” obligations with respect to natural gas acquired in the ordinary course of business.

“ Continuation/Conversion Notice ” means a notice of continuation or conversion and certificate duly executed by an Authorized Officer of the Company, substantially in the form of Exhibit C hereto.

“ Control Agreement ” means an agreement in form and substance satisfactory to the Collateral Agent which provides for the Collateral Agent to have “control” (as defined in Section 8-106 of the UCC, as such term relates to investment property (other than certificated securities or commodity contracts), or as used in Section 9-106 of the UCC, as such term relates to commodity contracts, or as used in Section 9-104(a) of the UCC, as such term relates to deposit accounts).

“ Controlled Group ” means all members of a controlled group of corporations and all members of a controlled group of trades or businesses (whether or not incorporated) under common control which, together with the Company, are treated as a single employer under Section 414(b) or 414(c) of the Code or Section 4001 of ERISA.

“ Copyright Pledge and Security Agreement ” means any Copyright Security Agreement executed and delivered by any Obligor in substantially the form of Exhibit C to the Security Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time.

“ Credit Extension ” means, as the context may require: (a)the making of a Loan by a Lender; or (b) the issuance of any Letter of Credit, or the extension of any Stated Expiry Date of any existing Letter of Credit, by an Issuer.

“ CS ” is defined in the preamble .

“ Currency ” and “ Currencies ” means Dollars, Euros and Yen.

“ Current GAAP Financials ” is defined in Section 1.4 .

“ Default ” means any Event of Default or any condition, occurrence or event which, after notice or lapse of time or both, would constitute an Event of Default.

“ Deposit Account ” means a “deposit account” as that term is defined in Section 9-102(a) of the UCC.

“ Designated Borrower ” is defined in the preamble .

“ Designated Borrower Notice ” is defined in clause (a) of Section 2.9 .

“ Designated Borrower Obligations ” means all Obligations of each Designated Borrower.

“ Designated Borrower Request and Assumption Agreement ” is defined in clause (a) of Section 2.9 .

“ Disbursement ” is defined in Section 2.7.2 .

“ Disbursement Date ” is defined in Section 2.7.2 .

“ Disclosure Schedule ” means the Disclosure Schedule attached hereto as Schedule I , as it may be amended, supplemented, amended and restated or otherwise modified from time to time by the Company with the written consent of the Required Lenders.

“ Disposition ” (or similar words such as “ Dispose ”) means any sale, transfer, lease, contribution or other conveyance (including by way of merger) of, or the granting of options, warrants or other rights to, any of the Borrowers’ or their Subsidiaries’ assets (including accounts receivable and Capital Securities of Subsidiaries) to any other Person in a single transaction or series of transactions.

“ Documentation Agent ” is defined in the preamble .

“ Dollar ” and the sign “ $ ” mean lawful money of the United States.

“ Dollar Equivalent ” means, as of any date of determination, (a) as to any amount denominated in Dollars, such amount in Dollars, and (b) as to any amount denominated in an Alternate Currency, the equivalent amount thereof in Dollars as determined by the Revolving Loan Administrative Agent on the basis of the Spot Rate for the purchase of Dollars with such Alternate Currency.

“ Domestic Office ” means the office of a Lender designated as its “Domestic Office” on Schedule II hereto or in a Lender Assignment Agreement, or such other office within the United States as may be designated from time to time by notice from such Lender to the applicable Administrative Agent and the Company.

“ EBITDA ” means, for any applicable period, the sum of (a) Net Income, plus (b) to the extent deducted in determining Net Income, the sum of (i) amounts attributable to amortization, (ii) income tax expense, (iii) Interest Expense, (iv) depreciation of assets, (v) expenses incurred in connection with the Company’s accounting investigations and audit expenses in an aggregate amount not to exceed $10,000,000 for each of the 2005 Fiscal Year and 2006 Fiscal Year, respectively, (vi) restructuring expenses (including expenses relating to modifications to the Company’s retirement programs) in an aggregate amount not to exceed $30,000,000 in the aggregate for the 2006 and 2007 Fiscal Years, of which approximately $7,000,000 remains available as of the Amendment Effective Date, (vii) restructuring expenses related to additional restructuring initiatives for the 2007, 2008 and 2009 Fiscal Years in an amount not to exceed $30,000,000 in any such Fiscal Year or $45,000,000 in the aggregate and (viii) non-cash expenses incurred in connection with asset write-offs, including, but not limited to, goodwill impairments.

“ Eligible Assignee ” means (a) in the case of an assignment of a Term Loan, any Person (other than an Ineligible Assignee) and (b) in the case of any assignment of the Revolving Loan Commitment, (i) a Revolving Loan Lender or (ii) any other Person (other than an Ineligible Assignee) with the consent of the Company (such consent not to be unreasonably withheld or delayed) unless (A) the assignment is being made to an Affiliate of a Lender or an Approved Fund, (B) the assignment is being made to such Person by the Revolving Loan Administrative Agent during the Primary Syndication (in which case the Revolving Loan Administrative Agent shall consult with the Company prior to any such assignment), or (C) an Event of Default has occurred and is continuing.

“ EMU ” means Economic and Monetary Union as contemplated in the Treaty on European Union.

“ EMU Legislation ” means legislative measures of the European Council (including without limitation European Council regulations) for the introduction of, changeover to or operation of a single or unified European currency (whether known as the Euro or otherwise), being in part the implementation of the third stage of EMU.

“ Environmental Laws ” means all applicable federal, state or local statutes, laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to public health and safety and protection of the environment.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections thereto.

“ ESS ” is defined in clause (a) of Section 10.11 .

“ Euro ” means the single currency of Participating Member States of the European Union.

“ Event of Default ” is defined in Section 8.1 .

“ Excess Cash Flow ” means, for any Fiscal Year, the excess (if any), of (a) EBITDA for such Fiscal Year less (b) the sum (for such Fiscal Year) of (i) Interest Expense actually paid in cash by the Company and its Subsidiaries, (ii) scheduled and voluntary principal repayments, to the extent actually made, of Term Loans pursuant to clause (c) of Section 3.1.1 , (iii) all income Taxes actually paid in cash by the Company and its Subsidiaries, (iv) Capital Expenditures actually made by the Company and its Subsidiaries and (v) all Restricted Payments actually made by the Company in such Fiscal Year.

“ Excluded Property ” means the Georgia Property and Niagara Falls Property.

“ Excluded Subsidiary ” means any of (a) Ferro Pfanstiehl (Europe) Ltd., a company organized under the laws of the United Kingdom, (b) Zibo Ferro Performance Materials Company, Limited, a company organized under the laws of the Peoples Republic of China, (c) Ferro (Suzhou) Performance Materials Co. Ltd, a company organized under the laws of the Peoples Republic of China, (c) Ferro Enamel do Brasil Industria e Comercio Ltda., a company organized under the laws of Brazil, and (d) Ferro Holding GmbH, a company organized under the laws of Germany.

“ Exemption Certificate ” is defined in clause (e) of Section 4.6 .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Existing Credit Agreement ” is defined in the first recital .

“ Existing Lenders ” is defined in the first recital .

“ Existing Letters of Credit ” means each of the Letters of Credit outstanding under the Existing Credit Agreement.

“ Existing Loans ” is defined in the first recital .

“ Existing Revolving Loans ” is defined in the first recital .

“ Existing Term Loans ” is defined in the first recital .

“ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal for each day during such period to (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by National City from three federal funds brokers of recognized standing selected by it.

“ Fee Letter ” means, collectively, (a) the confidential letter, dated March 24, 2006, among the Company, National City, CS and Credit Suisse Securities (USA), LLC, and (b) the confidential letter, dated May 23, 2007, among the Company, National City, CS and Credit Suisse Securities (USA), LLC, in each case, as amended, supplemented, amended and restated or otherwise modified from time to time.

“ Ferro Electronic ” means Ferro Electronic Materials Inc., a Delaware corporation.

“ Filing Statements ” means all Uniform Commercial Code financing statements or other similar financing statements and Uniform Commercial Code (Form UCC-3) termination statements required pursuant to the Loan Documents.

“ Fiscal Quarter ” means a quarter ending on the last day of March, June, September or December.

“ Fiscal Year ” means any period of twelve consecutive calendar months ending on December 31; references to a Fiscal Year with a number corresponding to any calendar year ( e.g. , the “2007 Fiscal Year”) refer to the Fiscal Year ending on December 31 of such calendar year.

“ Fixed Charge Coverage Ratio ” means, as of the close of any Fiscal Quarter, the ratio computed for the period consisting of such Fiscal Quarter and each of the three immediately preceding Fiscal Quarters of (a) EBITDA (for all such Fiscal Quarters) minus Capital Expenditures made during such Fiscal Quarters; provided that for purposes of calculating the Fixed Charge Coverage for any Fiscal Quarter ending in the 2007, 2008 and 2009 Fiscal Years, up to $30,000,000 of Capital Expenditures made in any such Fiscal Year, but not exceeding $45,000,000 of Capital Expenditures in all such Fiscal Years, in each case as related to restructuring initiatives, shall be excluded from such calculation, to (b) the sum (for all such Fiscal Quarters) of (i) Interest Expense actually paid in cash during such Fiscal Quarters (excluding initial issuance costs paid in connection with Indebtedness incurred in respect of the Obligations), (ii) scheduled principal repayments of Indebtedness (other than Indebtedness issued under the Indentures) actually made during such Fiscal Quarters (including repayments of the Term Loans pursuant to clause (c) of Section 3.1.1 ), (iii) finance expenses paid in connection with the Permitted Receivables Program during such Fiscal Quarters, and (iv) Restricted Payments made by the Company during such Fiscal Quarters.

“ Foreign Pledge Agreement ” means any supplemental pledge agreement governed by the laws of a jurisdiction other than the United States or a State thereof executed and delivered by the Company or any of its Subsidiaries pursuant to the terms of this Agreement, in form and substance satisfactory to the Collateral Agent, as may be necessary or desirable under the laws of organization or incorporation of a Subsidiary to further protect or perfect the Lien on and security interest in any Collateral (as defined in the Security Agreement).

“ Foreign Subsidiary ” means any Subsidiary that is not a U.S. Subsidiary.

“ Fronting Fee ” is defined in clause (b) of Section 3.3.3 .

“ F.R.S. Board ” means the Board of Governors of the Federal Reserve System or any successor thereto.

“ GAAP ” means, with respect to the interpretation of all accounting terms used herein and in each other Loan Document, the calculation of all accounting determinations and computations required to be made hereunder or thereunder (including under Section 7.2.4 and in respect of any defined terms used herein or in any other Loan Document), those U.S. generally accepted accounting principles applied in the preparation of the audited consolidated financial statements of the Company for the Fiscal Year ended December 31, 2004.

“ Georgia Property ” means the Company’s real property located at Meadow Brook Industrial Park in Toccoa, Georgia.

“ Governmental Authority ” means the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other Person exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Granting Lender ” is defined in clause (i) of Section 10.11 .

“ Guarantor ” means, collectively, the Company and each Subsidiary Guarantor.

“ Hazardous Material ” means:

(a) any “hazardous substance”, as defined by CERCLA;

(b) any “hazardous waste”, as defined by the Resource Conservation and Recovery Act, as amended; or

(c) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material or substance (including any petroleum product) within the meaning of any other applicable federal, state or local law, regulation, ordinance or requirement (including consent decrees and administrative orders) relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, all as amended.

“ Hedging Obligations ” means, with respect to any Person, all liabilities of such Person under currency exchange agreements, interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, and all other agreements or arrangements designed to protect such Person against fluctuations in interest rates, currency exchange rates or commodity prices.

“ herein ”, “ hereof ”, “ hereto ”, “ hereunder ” and similar terms contained in any Loan Document refer to such Loan Document as a whole and not to any particular Section, paragraph or provision of such Loan Document.

“ Impermissible Qualification ” means any qualification or exception to the opinion or certification of any independent public accountant as to any financial statement of the Company:

(a) which is of a “going concern” or similar nature (other than in connection with the Company’s 2004 financial statements);

(b) which relates to the limited scope of examination of matters relevant to such financial statement; or

(c) which relates to the treatment or classification of any item in such financial statement and which, if adjusted in the manner deemed appropriate by the Company’s independent public accountants, would have the effect of causing the Company to be in Default.

(d) The foregoing notwithstanding, it shall not be considered an Impermissible Qualification for audited financial statements for the 2005 Fiscal Year:

(i) if the Company receives a disclaimer because the Company’s auditors were not engaged until after the close of the 2005 Fiscal Year and thus were not involved during the 2005 Fiscal Year in reviewing the Company’s internal controls and procedures;

(ii) if the Company receives a qualification or disclaimer because the Company’s auditors were not engaged until after the close of the 2005 Fiscal Year and thus did not observe the Company’s physical inventory for the 2005 Fiscal Year; or

(iii) if the SEC and/or any national securities exchange takes the position, based on clauses (i) or (ii) above, that as a result of such qualification or disclaimer, the Company is not in compliance with SEC filing requirements or the applicable listing standard.

“ including ” and “ include ” means including without limiting the generality of any description preceding such term, and, for purposes of each Loan Document, the parties hereto agree that the rule of ejusdem generis shall not be applicable to limit a general statement, which is followed by or referable to an enumeration of specific matters, to matters similar to the matters specifically mentioned.

“ Indebtedness ” of any Person means:

(a) all obligations of such Person for borrowed money or advances and all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;

(b) all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for the account of such Person;

(c) all Capitalized Lease Liabilities of such Person;

(d) for purposes of Section 8.1.5 only, all other items which, in accordance with GAAP, would be included as liabilities on the balance sheet of such Person as of the date at which Indebtedness is to be determined;

(e) net Hedging Obligations of such Person;

(f) whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business which are not overdue for a period of more than 90 days or, if overdue for more than 90 days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of such Person), and indebtedness secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien on property owned or being acquired by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(g) obligations arising under Synthetic Leases;

(h) the full outstanding balance of trade receivables, notes or other instruments sold with full recourse (and the portion thereof subject to potential recourse, if sold with limited recourse), other than in any such case any thereof sold solely for purposes of collection of delinquent accounts and other than in connection with any Permitted Receivables Program;

(i) all obligations (other than intercompany obligations) of such Person pursuant to any Permitted Receivables Program;

(j) the stated value, or liquidation value if higher, of all Redeemable Stock of such Person; and

(k) all Contingent Liabilities of such Person in respect of any of the foregoing.

The Indebtedness of any Person shall include the Indebtedness of any other Person (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such Person, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Neither trade payables nor other similar accrued expenses, in each case arising in the ordinary course of business, nor obligations in respect of insurance policies or performance or surety bonds which themselves are not guarantees of Indebtedness (nor drafts, acceptances or similar instruments evidencing the same nor obligations in respect of letters of credit supporting the payment of the same), shall constitute Indebtedness. For the avoidance of doubt and to the extent not previously excluded from Indebtedness, “take-or-pay” obligations for less than twelve months for inventory acquired in the ordinary course of business shall not constitute Indebtedness; provided that such twelve-month limitation shall not apply to “take-or-pay” obligations with respect to natural gas acquired in the ordinary course of business.

“ Indemnified Liabilities ” is defined in Section 10.4 .

“ Indemnified Parties ” is defined in Section 10.4 .

“ Indentures ” means, collectively, (a) that certain Indenture, dated as of March 25, 1998, among the Company and J. P. Morgan Trust Company, National Association (successor-in-interest to Chase Manhattan Trust Company, National Association), as trustee (and any successor trustee(s)) and (b) that certain Indenture, dated as of May 1, 1993, among the Company and J. P. Morgan Trust Company, National Association (successor-in-interest to Society National Bank), as trustee (and any successor trustee(s)), in each case as amended, supplemented, amended and restated or otherwise modified from time to time.

“ Index Debt ” means senior, unsecured, long-term debentures or other debt securities of the Company that are not guaranteed by any other Person or subject to any other credit support or enhancement.

“ Index Debt Rating ” means, as of any date of determination, the rating of the Company’s Index Debt, as given by the Rating Agencies in their regular rating reports.

“ Ineligible Assignee ” means a natural Person, the Company, any Affiliate of the Company or any other Person taking direction from, or working in concert with, the Company or any of the Company’s Affiliates.

“ Interest Expense ” means, for any applicable period, the aggregate interest expense (both accrued and paid and net of interest income paid during such period to the Company and its Subsidiaries) of the Company and its Subsidiaries for such applicable period, including the portion of any payments made in respect of Capitalized Lease Liabilities allocable to interest expense.

“ Interest Period ” means, relative to any LIBO Rate Loan, the period beginning on (and including) the date on which such LIBO Rate Loan is made or continued as, or converted into, a LIBO Rate Loan pursuant to Sections 2.3 or 2.4 and shall end on (but exclude) the day which numerically corresponds to such date one, two, three or six months thereafter (or, if such month has no numerically corresponding day, on the last Business Day of such month), as the applicable Borrower may select in its relevant notice pursuant to Sections 2.3 or 2.4 ; provided that:

(a) the Borrowers shall not be permitted to select Interest Periods to be in effect at any one time which have expiration dates occurring on more than ten different dates;

(b) if such Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next following Business Day (unless such next following Business Day is the first Business Day of a calendar month, in which case such Interest Period shall end on the Business Day next preceding such numerically corresponding day);

(c) no Interest Period for any Loan may end later than the Stated Maturity Date for such Loan; and

(d) for each Specified Term Loan Tranche, from and after June 25, 2007, each applicable Interest Period for LIBO Rate Loans shall be limited to three months, each of which shall end on the last Business Day of the applicable Fiscal Quarter (for avoidance of doubt, the Company may specify termination dates for Rate Protection Agreements that correspond to Interest Periods for the Specified Term Loan Tranches).

“ Investment ” means, relative to any Person,

(a) any loan, advance or extension of credit made by such Person to any other Person, including the purchase by such Person of any bonds, notes, debentures or other debt securities of any other Person;

(b) Contingent Liabilities in favor of any other Person; and

(c) any Capital Securities held by such Person in any other Person.

The amount of any Investment shall be the original principal or capital amount thereof less all returns of principal or equity thereon and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such property at the time of such Investment.

“ ISP Rules ” is defined in Section 10.9 .

“ Issuance Request ” means a Letter of Credit request and certificate duly executed by an Authorized Officer of a Borrower, substantially in the form of Exhibit B-2 hereto.

“ Issuer ” means National City, in its capacity as Issuer of the Letters of Credit. At the request of National City and with the Company’s consent (not to be unreasonably withheld), another Lender or an Affiliate of National City may issue one or more Letters of Credit hereunder and shall be deemed to be an Issuer.

“ Judgment Currency ” is defined in Section 10.16 .

“ Lender Assignment Agreement ” means an assignment agreement substantially in the form of Exhibit D hereto.

“ Lenders ” is defined in the preamble .

“ Lender’s Environmental Liability ” means any and all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements or expenses of any kind or nature whatsoever (including reasonable attorneys’ fees at trial and appellate levels and experts’ fees and disbursements and expenses incurred in investigating, defending against or prosecuting any litigation, claim or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against either Administrative Agent, any Lender or any Issuer or any of such Person’s Affiliates, shareholders, directors, officers, employees, and agents in connection with or arising from:

(a) any Hazardous Material on, in, under or affecting all or any portion of any property of the Company or any of its Subsidiaries, the groundwater thereunder, or any surrounding areas thereof to the extent caused by Releases from the Company’s or any of its Subsidiaries’ or any of their respective predecessors’ properties;

(b) any misrepresentation, inaccuracy or breach of any warranty, contained or referred to in Section 6.12 ;

(c) any violation or claim of violation by the Company or any of its Subsidiaries of any Environmental Laws; or

(d) the imposition of any lien for damages caused by or the recovery of any costs for the cleanup, release or threatened release of Hazardous Material by the Company or any of its Subsidiaries, or in connection with any property owned or formerly owned by the Company or any of its Subsidiaries.

“ Letter of Credit ” is defined in Section 2.1.2 .

“ Letter of Credit Commitment ” means the relevant Issuer’s obligation to issue Letters of Credit pursuant to Section 2.1.2 .

“ Letter of Credit Commitment Amount ” means, on any date, a maximum amount equal to the Dollar Equivalent of $50,000,000, as such amount may be permanently reduced from time to time pursuant to Section 2.2 .

“ Letter of Credit Outstandings ” means, on any date, an amount equal to the sum of (a) the then aggregate amount which is undrawn and available under all issued and outstanding Letters of Credit and (b) the then aggregate amount of all unpaid and outstanding Reimbursement Obligations.

“ Leverage Ratio ” means, as of the last day of any Fiscal Quarter, the ratio of (a) Total Debt outstanding on the last day of such Fiscal Quarter to (b) EBITDA computed for the period consisting of such Fiscal Quarter and each of the three immediately preceding Fiscal Quarters.

“ LIBO Alternate Rate ” means, with respect to any Loan that is denominated in an Alternate Currency, relative to an interest period of one month, that rate of interest determined by the Revolving Loan Administrative Agent by reference to the cost to the Revolving Loan Administrative Agent of obtaining deposits of such Currency from such sources as it may reasonably select. The Revolving Loan Administrative Agent shall determine the LIBO Alternate Rate for each such interest period (which determination shall be conclusive in the absence of manifest error), and will promptly give notice to the Company and the Lenders thereof.

“ LIBO Rate ” means, relative to any Interest Period:

(a) for LIBO Rate Loans denominated in Dollars, the rate of interest equal to the average of the rates per annum at which Dollar deposits in immediately available funds are offered to the applicable Administrative Agent’s LIBOR Office in the London interbank market as at or about 11:00 a.m. London, England time two Business Days prior to the beginning of such Interest Period for delivery on the first day of such Interest Period, and in an amount approximately equal to the amount of such Administrative Agent’s LIBO Rate Loan and for a period approximately equal to such Interest Period; and

(b) for LIBO Rate Loans denominated in an Alternate Currency, the rate of interest equal to the average (rounded upward, if necessary, to the next 1/16 of 1%) of the rates per annum determined by the Revolving Loan Administrative Agent as the rate at which such Alternate Currency deposits in immediately available funds are offered to the applicable Administrative Agent’s LIBOR Office (or such other office as may be designated by the Revolving Loan Administrative Agent) to major banks in the offshore interbank market at approximately 11:00 a.m., two Business Days prior to (or on such other date as is customary in the relevant offshore interbank market) the beginning of such Interest Period for delivery on the first day of such Interest Period, and in an amount approximately equal to the amount of the Revolving Loan Administrative Agent’s LIBO Rate Loan and for a period approximately equal to such Interest Period.

“ LIBO Rate Loan ” means a Loan bearing interest, at all times during an Interest Period applicable to such Loan, at a rate of interest determined by reference to the LIBO Rate (Reserve Adjusted).

“ LIBO Rate (Reserve Adjusted) ” means, relative to any Loan to be made, continued or maintained as, or converted into, a LIBO Rate Loan for any Interest Period:

(a) if denominated in Dollars or Euros, a rate per annum determined pursuant to the following formula:

(b) if denominated in Yen, the relevant LIBO Rate or LIBO Alternate Rate, as the case may be, plus any applicable reserve or other funding costs incurred by the Lenders in making such Loan.

The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate Loans will be determined by the applicable Administrative Agent on the basis of the LIBOR Reserve Percentage in effect, and the applicable rates furnished to and received by such Administrative Agent, two Business Days before the first day of such Interest Period.

“ LIBOR Office ” means the office of a Lender designated as its “LIBOR Office” on Schedule II hereto or in a Lender Assignment Agreement, or such other office designated from time to time by notice from such Lender to the Company and the Administrative Agents, whether or not outside the United States, which shall be making or maintaining the LIBO Rate Loans of such Lender.

“ LIBOR Reserve Percentage ” means, relative to any Interest Period for LIBO Rate Loans, the reserve percentage (expressed as a decimal) equal to the maximum aggregate reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) specified under regulations issued from time to time by the F.R.S. Board and then applicable to assets or liabilities consisting of or including “Eurocurrency Liabilities”, as currently defined in Regulation D of the F.R.S. Board, having a term approximately equal or comparable to such Interest Period.

“ Lien ” means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in property, or other priority or preferential arrangement of any kind or nature whatsoever.

“ Loan Documents ” means, collectively, this Agreement, the Notes, the Letters of Credit, the Fee Letter, the Collateral Sharing Agreement, each agreement pursuant to which the Collateral Agent is granted a Lien to secure the Obligations, each Subsidiary Guaranty and each other agreement, certificate, document or instrument delivered in connection with any Loan Document, whether or not specifically mentioned herein or therein.

“ Loans ” means, as the context may require, a Revolving Loan, an Alternate Currency Loan, a Term Loan or a Swing Line Loan of any type.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance, properties or, until the Closing Date, prospects of the Company or the Company and its Subsidiaries taken as a whole, (b) the rights and remedies of any Secured Party under any Loan Document or (c) the ability of any Obligor to perform its Obligations under any Loan Document.

“ Material Debt ” means the Indebtedness of the Company and its Subsidiaries under the Permitted Receivables Program and the Indentures.

“ Material Debt Documents ” means collectively, the loan agreements, indentures, note purchase agreements, promissory notes, guarantees, and other instruments and agreements evidencing the terms of any Material Debt, each as amended, supplemented, amended and restated or otherwise modified in accordance with Section 7.2.9 .

“ Money Market Rate Loan ” means a Swing Line Loan denominated in Dollars bearing interest at a rate determined by reference to the Quoted Rate.

“ Moody’s ” means Moody’s Investors Service, Inc. and its successors.

“ Mortgage ” means each mortgage, deed of trust, leasehold mortgage, leasehold deed of trust or other agreement executed and delivered by any Obligor in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the requirements of this Agreement, in form and substance reasonably satisfactory to the Collateral Agent, under which a valid, perfected, first priority Lien is granted on the real property and fixtures, or leasehold estate (if applicable), described therein, in each case as amended, supplemented, amended and restated or otherwise modified from time to time.

“ National City ” is defined in the preamble .

“ Net Casualty Proceeds ” means, with respect to any Casualty Event, the amount of any insurance proceeds or condemnation awards received by the Company or any of its Subsidiaries in connection with such Casualty Event in excess of $2,500,000, individually or in the aggregate over the course of a Fiscal Year (net of all reasonable and customary collection expenses thereof), but excluding any proceeds or awards required to be paid to a creditor (other than the Lenders) which holds a first priority Lien permitted by clause (d) of Section 7.2.3 on the property which is the subject of such Casualty Event.

“ Net Debt Proceeds ” means, with respect to the sale or issuance by the Company or any of its Subsidiaries of any Indebtedness to any other Person after the Closing Date which is not expressly permitted by Section 7.2.2 , the excess of (a) the gross cash proceeds actually received by such Person from such sale or issuance, over (b) all customary arranging or underwriting discounts, fees and commissions, and all legal, investment banking, brokerage and accounting and other professional fees, sales commissions and disbursements and other customary closing costs and expenses actually incurred in connection with such sale or issuance other than any such fees, discounts, commissions or disbursements paid to Affiliates of the Company or any such Subsidiary in connection therewith.

“ Net Disposition Proceeds ” means, with respect to any Disposition by the Company, its U.S. Subsidiaries or any Subsidiary Guarantor pursuant to clauses (c) , (f) and (h) of Section 7.2.8 and any cash payment received in respect of promissory notes or other non-cash consideration delivered to the Company or such Subsidiary in respect thereof, the excess of (a) the gross cash proceeds received by the Company or such Subsidiary over (b) the sum of (i) all reasonable and customary legal, investment banking, brokerage and accounting fees and expenses incurred in connection with such Disposition, (ii) all taxes actually paid or accrued by the Company to be payable in cash in connection with such Disposition, and (iii) payments made by the Company or such Subsidiary to retire Indebtedness (other than the Credit Extensions) where payment of such Indebtedness is required in connection with such Disposition; provided that if the amount of any accrued taxes pursuant to clause (ii) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Disposition Proceeds.

“ Net Equity Proceeds ” means, with respect to the sale or issuance after the Closing Date by the Company to any Person of any of its Capital Securities, warrants or options or the exercise of any such warrants or options, the excess of (a) the gross cash proceeds received by the Company from such sale, exercise or issuance, over (b) all reasonable and customary underwriting commissions and legal, investment banking, brokerage and accounting and other professional fees, sales commissions and disbursements actually incurred in connection with such sale or issuance which have not been paid to Affiliates of the Company in connection therewith; provided that proceeds resulting from sales or issuances of options or the exercise of such options up to $10,000,000 in the aggregate in any Fiscal Year shall not constitute Net Equity Proceeds.

“ Net Income ” means, for any period, the aggregate of all amounts (exclusive of all amounts in respect of (a) extraordinary gains and losses and (b) whether or not extraordinary, gains and losses on asset sales) which would be included as net income on the consolidated financial statements of the Company and its Subsidiaries for such period.

“ Niagara Falls Property ” means the Company’s real property located at 4511 Hyde Park Blvd., Niagara Falls, NY.

“ Non-Excluded Taxes ” means any Taxes other than net income and franchise Taxes imposed with respect to any Secured Party by any Governmental Authority under the laws of which such Secured Party is organized or in which it maintains its applicable lending office.

“ Non-U.S. Lender ” means any Lender that is not a “United States person”, as defined under Section 7701(a)(30) of the Code.

“ Note ” means, as the context may require, a Revolving Note, a Term Note or a Swing Line Note.

“ Obligations ” means all obligations (monetary or otherwise, whether absolute or contingent, matured or unmatured) of the Borrowers and each other Obligor arising under or in connection with a Loan Document, including Reimbursement Obligations and the principal of and premium, if any, and interest (including interest accruing during the pendency of any proceeding of the type described in Section 8.1.9 , whether or not allowed in such proceeding) on the Loans; provided that for purposes of this definition, when the term “Obligations” is used in any agreement pursuant to which the Collateral Agent is granted a Lien to secure the Obligations, the Subsidiary Guaranty (Domestic) and Section 4.11 , “Loan Document” shall include each Rate Protection Agreement.

“ Obligor ” means, as the context may require, the Borrowers and each other Person (other than a Secured Party) obligated under any Loan Document.

“ Organic Document ” means, relative to any Obligor, as applicable, its articles or certificate of incorporation, regulations, by-laws, certificate of partnership, partnership agreement, certificate of formation, limited liability agreement, operating agreement and all shareholder agreements, voting trusts and similar arrangements applicable to any of such Obligor’s Capital Securities.

“ Original Currency ” is defined in Section 10.16 .

“ Other Taxes ” means any and all stamp, documentary or similar Taxes, or any other excise or property Taxes or similar levies that arise on account of any payment made or required to be made under any Loan Document or from the execution, delivery, registration, recording or enforcement of any Loan Document.

“ Participant ” is defined in clause (d) of Section 10.11 .

“ Participating Member State ” means each country so described in any EMU Legislation.

“ Patent Security Agreement ” means any Patent Security Agreement executed and delivered by any Obligor in substantially the form of Exhibit A to the Security Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time.

“ Patriot Act ” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended and supplemented from time to time.

“ Patriot Act Disclosures ” means all documentation and other information which a Lender, if subject to the Patriot Act, is required to provide pursuant to the applicable section of the Patriot Act and which required documentation and information the Administrative Agents reasonably request in order to comply with their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

“ PBGC ” means the Pension Benefit Guaranty Corporation and any Person succeeding to any or all of its functions under ERISA.

“ Pension Plan ” means a “pension plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer plan as defined in Section 4001(a)(3) of ERISA), and to which the Company or any corporation, trade or business that is, along with the Company, a member of a Controlled Group, may have liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“ Percentage ” means, as the context may require, any Lender’s Revolving Loan Percentage or Term Loan Percentage.

“ Permitted Acquisition ” means an acquisition (whether pursuant to an acquisition of Capital Securities, assets or otherwise) by the Company or any of its Subsidiaries from any Person of a business in which the following conditions are satisfied:

(a) the SEC Filing Date has occurred;

(b) immediately before and after giving effect to such acquisition no Default shall have occurred and be continuing or would result therefrom (including under Section 7.1.8 and Section 7.2.1 );

(c) the Company shall have delivered a certificate certifying that before and after giving effect to such acquisition, the representations and warranties set forth in each Loan Document shall, in each case, be true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and no Default has occurred and is continuing; and

(d) the Company shall have delivered to the Administrative Agents a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding such acquisition (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1.1 ) giving pro forma effect to the consummation of such acquisition and evidencing compliance with the covenants set forth in Section 7.2.4 , such pro forma adjustments being reasonably satisfactory to the Administrative Agents.

“ Permitted Receivables Program ” means any Disposition by the Company or any of its Subsidiaries consisting of trade receivables and related collateral, credit support and similar rights, pursuant to one or more receivables programs, to a Person who is not a Subsidiary of the Company or is an SPV; provided that:

(a) the consideration to be received by the Company and its Subsidiaries for any such Disposition consists of cash, contributions to capital, a deferred purchase price evidenced by a deferred purchase price note or, with respect to Dispositions to an SPV, a credit against any interest and/or principal amounts outstanding owed by the Company or any such Subsidiary to such SPV;

(b) no Default shall have occurred and be continuing or would result therefrom; and

(c) the aggregate outstanding balance of the Indebtedness in respect of all such programs at any point in time is not in excess of $200,000,000.

“ Person ” means any natural person, corporation, limited liability company, partnership, joint venture, association, trust or unincorporated organization, Governmental Authority or any other legal entity, whether acting in an individual, fiduciary or other capacity.

“ Platform ” is defined in clause (b) of Section 9.10 .

“ Pledge and Security Agreement ” means the Pledge and Security Agreement, dated as of the Closing Date, executed and delivered by the Company and each U.S. Subsidiary, a conformed copy of which is attached as Exhibit G hereto, together with any supplemental Foreign Pledge Agreements delivered pursuant to the terms of this Agreement, in each case as amended, supplemented, amended and restated or otherwise modified from time to time.

“ Primary Syndication ” means the period commencing on or prior to the Amendment Effective and ending on the earlier of (a) the date that is 90 days following the Amendment Effective Date and (b) the date that the Administrative Agents have declared the primary syndication of the Commitments and Credit Extensions to have ended.

“ Prior GAAP Financials ” is defined in Section 1.4 .

“ Proceeds Reduction Percentage ” means, at any time of determination, (a) with respect to a mandatory prepayment in respect of Net Equity Proceeds pursuant to clause (d) of Section 3.1.1 , (i) 80%, if the Leverage Ratio set forth in the Compliance Certificate most recently delivered by the Company to the Administrative Agents was greater than or equal to 3.50:1 and (ii) 50%, if the Leverage Ratio set forth in such Compliance Certificate was less than 3.50:1, (b) with respect to a mandatory prepayment in respect of Net Disposition Proceeds pursuant to clause (g) of Section 3.1.1 , (i) 100%, if the Leverage Ratio set forth in the Compliance Certificate most recently delivered by the Company to the Administrative Agents was greater than 3.00:1, (ii) 50%, if the Leverage Ratio set forth in such Compliance Certificate was greater than 2.50:1 but less than or equal to 3.00:1 and (iii) 0%, if the Leverage Ratio set forth in such Compliance Certificate was less than or equal to 2.50:1 and (c) with respect to a mandatory prepayment in respect of Excess Cash Flow pursuant to clause (h) of Section 3.1.1 , (i) 50%, if the Leverage Ratio set forth in the Compliance Certificate most recently delivered by the Company to the Administrative Agents was greater than or equal to 3.50:1 and (ii) 0%, if the Leverage Ratio set forth in such Compliance Certificate was less than 3.50:1.

“ Quarterly Payment Date ” means the first day of January, April, July and October, or, if any such day is not a Business Day, the next succeeding Business Day.

“ Quoted Rate ” is defined in clause (b) of Section 2.3.2 .

“ Rate Protection Agreement ” means, collectively, any agreement with respect to Hedging Obligations entered into by the Company or any Subsidiary under which the counterparty of such agreement is (or at the time such agreement was entered into, was) a Lender or an Affiliate of a Lender.

“ Rating Agency ” means, as applicable, S&P or Moody’s.

“ Redeemable Stock ” means with respect to any Person any Capital Securities of such Person that (a) is by its terms subject to mandatory redemption, in whole or in part, pursuant to a sinking fund, scheduled redemption or similar provisions, at any time prior to the Stated Maturity Date for Term Loans; or (b) otherwise is required to be repurchased or retired on a scheduled date or dates, upon the occurrence of any event or circumstance, at the option of the holder or holders thereof, or otherwise, at any time prior to the Stated Maturity Date for Term Loans, other than any such repurchase or retirement occasioned by a “change of control” or similar event; provided that Redeemable Stock shall not include the Series A ESOP Convertible Preferred Stock of the Company.

“ Refunded Swing Line Loans ” is defined in clause (c) of Section 2.3.2 .

“ Register ” and “ Registers ” are defined in clause (a) of Section 2.8 .

“ Reimbursement Obligation ” is defined in Section 2.7.3 .

“ Release ” means a “ release ”, as such term is defined in CERCLA.

“ Replacement Lender ” is defined in Section 4.10 .

“ Replacement Notice ” is defined in Section 4.10 .

“ Required Lenders ” means, at any time, Lenders holding more than 50% of the Total Exposure Amount.

“ Required Revolving Lenders ” means, at any time, Revolving Loan Lenders holding more than 50% of the Total Revolving Loan Exposure Amount.

“ Resource Conservation and Recovery Act ” means the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et   seq ., as amended.

“ Restricted Payment ” means (a) the declaration or payment of any dividend (other than dividends payable solely in Capital Securities of the Company or any Subsidiary) on, or the making of any payment or distribution on account of, or setting apart assets for a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of, any class of Capital Securities of the Company or any Subsidiary or any warrants, options or other right or obligation to purchase or acquire any such Capital Securities, whether now or hereafter outstanding, or (b) the making of any other distribution in respect of such Capital Securities, in each case either directly or indirectly, whether in cash, property or obligations of the Company or any Subsidiary or otherwise.

“ Revaluation Date ” means, with respect to any Credit Extension denominated in an Alternate Currency, each of the following: (a) in connection with the origination of any new Credit Extension, the Business Day which is the earliest of the date such credit is extended or the date the applicable rate is set; (b) in connection with any extension or conversion or continuation of an existing Loan, the Business Day that is the earlier of the date such Loan is extended, converted or continued, or the date the applicable rate is set; (c) each date a Letter of Credit is issued or renewed pursuant to Section 2.1.2 or amended in such a way as to modify the Letter of Credit Outstandings; (d) the date of any reduction of any of the Revolving Commitment Amount, the Alternate Currency Commitment Amount or the Letter of Credit Commitment Amount pursuant to the terms of Section 2.2 ; and (e) such additional dates as the Revolving Loan Administrative Agent shall deem necessary. For purposes of determining availability hereunder, the rate of exchange for any Alternate Currency shall be the Spot Rate.

“ Revolving Exposure ” means, relative to any Revolving Loan Lender, at any time, (a) the Dollar Equivalent of the aggregate outstanding principal amount of all Revolving Loans of such Lender at such time, plus (b) such Lender’s Revolving Loan Percentage of the Dollar Equivalent of the Letter of Credit Outstandings, plus (c) such Lender’s Revolving Loan Percentage of the aggregate principal amount outstanding of all Swing Line Loans at such time.

“ Revolving Loan Administrative Agent ” is defined in the preamble .

“ Revolving Loan Commitment ” means, relative to any Lender, such Lender’s obligation (if any) to make Revolving Loans pursuant to clause (a) of Section 2.1.1 .

“ Revolving Loan Commitment Amount ” means, (a) prior to the Amendment Effective Date, $250,000,000 and (b) on the Amendment Effective Date and on any date thereafter, $300,000,000, as such amount may be (i) increased from time to time pursuant to clause (c) of Section 2.1.1 or (ii) reduced from time to time pursuant to Section 2.2 .

“ Revolving Loan Commitment Termination Date ” means the earliest of

(a) the fifth anniversary of the Closing Date;

(b) the date on which the Revolving Loan Commitment Amount is terminated in full or reduced to zero pursuant to the terms of this Agreement; and

(c) the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described above, the Revolving Loan Commitments shall terminate automatically and without any further action.

“ Revolving Loan Lender ” is defined in clause (a) of Section 2.1.1 .

“ Revolving Loan Percentage ” means, relative to any Lender, the applicable percentage relating to Revolving Loans set forth opposite its name on Schedule II hereto under the Revolving Loan Commitment column or set forth in a Lender Assignment Agreement under the Revolving Loan Commitment column, as such percentage may be adjusted from time to time pursuant to Lender Assignment Agreements executed by such Lender and its Assignee Lender and delivered pursuant to Section 10.11 . A Lender shall not have any Revolving Loan Commitment if its percentage under the Revolving Loan Commitment column is zero.

“ Revolving Loans ” is defined in Section 2.1.1 .

“ Revolving Note ” means a promissory note of the Borrowers payable to any Revolving Loan Lender, substantially in the form of Exhibit A-1 hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of the Borrowers to such Revolving Loan Lender resulting from outstanding Revolving Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“ S&P ” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. and its successors.

“ SEC ” means the Securities and Exchange Commission.

“ SEC Filing Date ” means the last date on which the Company files any of its Form 10-Ks and Form 10-Qs for the 2004 and 2005 Fiscal Years and its Form 10-Qs for the 2006 Fiscal Year.

“ Secured Parties ” means, collectively, the Lenders, the Issuers, the Agents, each counterparty to a Rate Protection Agreement that is (or at the time such Rate Protection Agreement was entered into, was) a Lender or an Affiliate thereof, each Person to whom an Obligor owes a Secured Obligation (as defined in any Loan Document) and (in each case), each of their respective successors, transferees and assigns.

“ Securities Account ” means a “securities account” as that term is defined in Section 9-102(a) of the UCC.

“ Solvent ” means, with respect to any Person and its Subsidiaries on a particular date, that on such date (a) the fair value of the property of such Person and its Subsidiaries on a consolidated basis is greater than the total amount of liabilities, including contingent liabilities, of such Person and its Subsidiaries on a consolidated basis, (b) the present fair salable value of the assets of such Person and its Subsidiaries on a consolidated basis is not less than the amount that will be required to pay the probable liability of such Person and its Subsidiaries on a consolidated basis on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it or its Subsidiaries will, incur debts or liabilities beyond the ability of such Person and its Subsidiaries to pay as such debts and liabilities mature, and (d) such Person and its Subsidiaries on a consolidated basis is not engaged in business or a transaction, and such Person and its Subsidiaries on a consolidated basis is not about to engage in a business or a transaction, for which the property of such Person and its Subsidiaries on a consolidated basis would constitute an unreasonably small capital. The amount of Contingent Liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, can reasonably be expected to become an actual or matured liability.

“ SPC ” is defined in clause (g) of Section 10.11 .

“ Specified Disposition ” means any Disposition of assets (a) which was previously disclosed to the Administrative Agents and (b) the proceeds of which, together with all Specified Dispositions, does not exceed $250,000,000 (but, for purposes of such amount, exclusive of Dispositions permitted pursuant to clauses (c) , (g) and/or (h) of Section 7.2.8) .

“ Specified Term Loan Tranches ” means those certain three (3) tranches of Term Loans (i.e., the $95,000,000 tranche, the $25,000,000 tranche and the $55,000,000 tranche) that, as of the Amendment Effective Date, the Company maintains as LIBO Rate Loans with maturities of June 25, 2007.

“ Spot Rate ” means the rate determined by the Revolving Loan Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. (in the applicable time zone) on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Revolving Loan Administrative Agent may obtain such spot rate from another financial institution designated by such Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

“ SPV ” means Ferro Finance Corporation, an Ohio corporation, and any other Person that is a Subsidiary of the Company that is a special purpose entity, variable interest entity or other bankruptcy remote entity created for the purpose of facilitating a Permitted Receivables Program.

“ Stated Amount ” means, on any date and with respect to a particular Letter of Credit, the total amount then available to be drawn under such Letter of Credit.

“ Stated Expiry Date ” is defined in Section 2.7 .

“ Stated Maturity Date ” means (a) with respect to all Term Loans, the sixth anniversary of the Closing Date and (b) with respect to all Revolving Loans, Alternate Currency Loans and Swing Line Loans, the fifth anniversary of the Closing Date.

“ Subsidiary ” means, with respect to any Person, any other Person of which more than 50% of the outstanding Voting Securities of such other Person (irrespective of whether at the time Capital Securities of any other class or classes of such other Person shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person. Unless the context otherwise specifically requires, the term “Subsidiary” shall be a reference to a Subsidiary of the Company.

“ Subsidiary Guarantor ” means each Subsidiary that has executed and delivered to the Administrative Agents a Subsidiary Guaranty (including by means of a delivery of a supplement thereto).

“ Subsidiary Guaranty ” means, as applicable, the Subsidiary Guaranty (Domestic) or a Subsidiary Guaranty (Foreign).

“ Subsidiary Guaranty (Domestic) ” means the subsidiary guaranty, dated as of the Closing Date, executed and delivered by an Authorized Officer of each Subsidiary required to execute it or become a party to it pursuant to the terms of the Existing Credit Agreement, a conformed copy of which is attached as Exhibit F hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

“ Subsidiary Guaranty (Foreign) ” means each subsidiary guaranty executed and delivered by an Authorized Officer of each Subsidiary of a Designated Borrower guaranteeing the Obligations of such Designated Borrower, in form and substance reasonably satisfactory to the Administrative Agents, as amended, supplemented, amended and restated or otherwise modified from time to time.

“ Swing Line Lender ” means, subject to the terms of this Agreement, National City.

“ Swing Line Loan ” is defined in clause (b) of Section 2.1.1 .

“ Swing Line Loan Commitment ” is defined in clause (b) of Section 2.1.1 .

“ Swing Line Loan Commitment Amount ” means, on any date, $20,000,000, as such amount may be reduced from time to time pursuant to Section 2.2 .

“ Swing Line Note ” means a promissory note of the Borrowers payable to the Swing Line Lender, in the form of Exhibit A-3 hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of the Borrowers to the Swing Line Lender resulting from outstanding Swing Line Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“ Syndication Agent ” is defined in the preamble .

“ Synthetic Lease ” means, as applied to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (a) that is not a capital lease in accordance with GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for federal income tax purposes, other than any such lease under which that Person is the lessor.

“ Taxes ” means all income, stamp or other taxes, duties, levies, imposts, charges, assessments, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all interest, penalties or similar liabilities with respect thereto.

“ Term Loan Administrative Agent ” is defined in the preamble .

“ Term Loan Facility ” means, at any time, the aggregate principal amount of the Term Loans of all Term Loan Lenders outstanding.

“ Term Loan Lender ” means, at any time, any Lender that holds Term Loans at such time.

“ Term Loan Percentage ” means, relative to any Lender, the applicable percentage relating to Term Loans set forth opposite its name on Schedule II hereto under the Term Loan column or set forth in a Lender Assignment Agreement under the Term Loan column, as such percentage may be adjusted from time to time pursuant to Lender Assignment Agreements executed by such Lender and its Assignee Lender and delivered pursuant to Section 10.11 .

“ Term Loans ” means loans made by the Term Loan Lenders under the Term Loan Facility pursuant to clause (a) of Section 2.1.3 .

“ Term Note ” means a promissory note of the Borrowers payable to any Term Loan Lender, substantially in the form of Exhibit A-2 hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the aggregate Indebtedness of the Borrowers to such Term Loan Lender resulting from outstanding Term Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

“ Termination Date ” means the date on which all Obligations have been paid in full in cash, all Letters of Credit have been terminated or expired (or been Cash Collateralized), all Rate Protection Agreements have been terminated and all Commitments shall have terminated.

“ Total Debt ” means, on any date, the outstanding principal amount of all Indebtedness of the Company and its Subsidiaries of the type referred to in clause (a) (which, in the case of the Loans, shall be deemed to equal the Dollar Equivalent (determined as of the most recent Revaluation Date) for any Loans denominated in an Alternate Currency, clause (b) (which, in the case of Letter of Credit Outstandings, shall be deemed to equal the Dollar Equivalent (determined as of the most recent Revaluation Date) for any Letter of Credit Outstandings denominated in an Alternate currency, clause (c) , clause (g) , clause (i) and clause (j) , in each case of the definition of “Indebtedness” (exclusive of intercompany Indebtedness between the Company and its Subsidiaries) and any Contingent Liability in respect of any of the foregoing.

“ Total Exposure Amount ” means, on any date of determination (and without duplication), the Dollar Equivalent (determined as of the most recent Revaluation Date) of the outstanding principal amount of all Loans, the aggregate amount of all Letter of Credit Outstandings and the unfunded amount of the Commitments.

“ Total Revolving Loan Exposure Amount ” means, on any date of determination (and without duplication), the Dollar Equivalent (determined as of the most recent Revaluation Date) of the outstanding principal amount of all Revolving Loans, the aggregate amount of all Letter of Credit Outstandings and the unfunded amount of the Revolving Loan Commitments.

“ Trademark Security Agreement ” means any Trademark Security Agreement executed and delivered by any Obligor substantially in the form of Exhibit B to the Pledge and Security Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time.

“ Transaction ” is defined in the second recital .

“ Treaty on European Union ” means the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht, the Kingdom of Netherlands, on February 1, 1992 and came into force on November 1, 1993), as amended from time to time.

“ type ” means, relative to any Loan, the portion thereof, if any, being maintained as a Base Rate Loan, a LIBO Rate Loan or a Money Market Rate Loan.

“ UCC ” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if, with respect to any Filing Statement or by reason of any provisions of law, the perfection or the effect of perfection or non-perfection of the security interests granted to the Collateral Agent pursuant to the applicable Loan Document is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New York, then “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions of each Loan Document and any Filing Statement relating to such perfection or effect of perfection or non-perfection.

“ United States ” or “ U.S. ” means the United States of America, its fifty states and the District of Columbia.

“ U.S. Subsidiary ” means any Subsidiary that is incorporated or organized under the laws of the United States, a state thereof or the District of Columbia.

“ Voting Securities ” means, with respect to any Person, Capital Securities of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

“ Welfare Plan ” means a “welfare plan”, as such term is defined in Section 3(1) of ERISA.

“ wholly owned Subsidiary ” means any Subsidiary all of the outstanding Capital Securities of which (other than any director’s qualifying shares or investments by foreign nationals mandated by applicable laws) is owned directly or indirectly by the Company.

“ Yen ” means Japanese yen, the lawful currency of Japan.

SECTION 1.2 Use of Defined Terms . Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in this Agreement shall have such meanings when used in each other Loan Document and the Disclosure Schedule.

SECTION 1.3 Cross-References . Unless otherwise specified, references in a Loan Document to any Article or Section are references to such Article or Section of such Loan Document, and references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

SECTION 1.4 Accounting and Financial Determinations . (a) Unless otherwise specified, all accounting terms used in each Loan Document shall be interpreted, and all accounting determinations and computations thereunder (including under Section 7.2.4 and the definitions used in such calculations) shall be made, in accordance with GAAP. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Company and its Subsidiaries, in each case without duplication.

(b) As of any date of determination, for purposes of determining the Fixed Charge Coverage Ratio or Leverage Ratio (and any financial calculations required to be made or included within such ratios, or required for purposes of preparing any Compliance Certificate to be delivered pursuant to the definition of “Permitted Acquisition”), the calculation of such ratios and other financial calculations shall include or exclude, as the case may be, the effect of any assets or businesses that have been acquired or Disposed of by the Company or any of its Subsidiaries pursuant to the terms hereof (including through mergers or consolidations) as of such date of determination, as determined by the Company on a pro forma basis in accordance with GAAP, which determination may include one-time adjustments or reductions in costs, if any, directly attributable to any such permitted Disposition or Permitted Acquisition, as the case may be, in each case (i) calculated in accordance with Regulation S-X of the Securities Act of 1933, as amended from time to time, and any successor statute, for the period of four Fiscal Quarters ended on or immediately prior to the date of determination of any such ratios (without giving effect to any cost-savings or adjustments relating to synergies resulting from a Permitted Acquisition except as the Administrative Agents shall otherwise agree) and (ii) giving effect to any such Permitted Acquisition or permitted Disposition as if it had occurred on the first day of such four Fiscal Quarter period.

(c) If the Company notifies the Administrative Agents that the Company wishes to amend any covenant in Article VII or any related definition to eliminate the effect of any change in GAAP occurring after the date of this Agreement on the operation of such covenant (or if an Administrative Agent notifies the Company that the Required Lenders wish to amend Article VII or any related definition for such purpose), then the Company’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Lenders. In the event of any such notification from the Company or the Administrative Agents and until such notice is withdrawn or such covenant is so amended, the Company will furnish to each Lender and the Administrative Agents, in addition to the financial statements required to be furnished pursuant to Section 7.1.1 (the “ Current GAAP Financials ”), (i) the financial statements described in such Section based upon GAAP as in effect at the time such covenant was agreed to (the “ Prior GAAP Financials ”) and (ii) a reconciliation between the Prior GAAP Financials and the Current GAAP Financials.

SECTION 1.5 Exchange Rates; Currency Equivalents . The Revolving Loan Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating the Dollar Equivalent of Credit Extensions and amounts outstanding hereunder denominated in Alternate Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Company hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any Currency for purposes of the Loan Documents shall be such Dollar Equivalent as so determined by the Revolving Loan Administrative Agent. Wherever in this Agreement in connection with a Credit Extension, conversion, continuation or prepayment of a Loan, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Credit Extension is denominated in an Alternate Currency, such amount shall be the relevant Alternate Currency Equivalent of such Dollars, as determined by the Revolving Loan Administrative Agent.

SECTION 1.6 Redenomination of Certain Foreign Currencies and Computation of Dollar Amounts . Each obligation of the Borrowers hereunder to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Credit Extension in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Credit Extension, at the end of the then current Interest Period. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agents may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro. References herein to minimum Dollar amounts and integral multiples stated in Dollars, where they shall also be applicable to Alternate Currency, shall be deemed to refer to approximate Alternative Currency Equivalents.

SECTION 1.7 American Legal Terms . References to any legal term or concept (including without limitation those for any action, remedy, method of judicial proceeding, document, statute, court official, governmental authority or agency) shall in respect of any jurisdiction other than the United States be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.

ARTICLE II

COMMITMENTS, BORROWING AND ISSUANCE

PROCEDURES, NOTES AND LETTERS OF CREDIT

SECTION 2.1 Commitments . On the terms and subject to the conditions of this Agreement, the Lenders and the Issuers severally agree to make Credit Extensions as set forth below.

Section 2.1.1 Revolving Loans and Swing Line Loans . From time to time on any Business Day occurring from and after the Amendment Effective Date, but prior to the Revolving Loan Commitment Termination Date:

(a) each Lender that has a Revolving Loan Commitment (referred to as a “ Revolving Loan Lender ”) agrees that it will make loans (relative to such Lender, its “ Revolving Loans ”) (i) to the Company, denominated in Dollars, and (ii) to any Designated Borrower, denominated in an Alternate Currency, in each case, equal to such Lender’s Revolving Loan Percentage of the Dollar Equivalent (determined as of the most recent Revaluation Date) of the aggregate amount of each Borrowing of the Revolving Loans requested by the applicable Borrower to be made on such day; and

(b) the Swing Line Lender agrees that it will make loans (its “ Swing Line Loans ”) denominated in Dollars to the Company equal to the principal amount of the Swing Line Loan requested by the Company to be made on such day. The Commitment of the Swing Line Lender described in this clause is herein referred to as its “ Swing Line Loan Commitment ”.

On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No Revolving Loan Lender shall be permitted or required to make any Revolving Loan if, after giving effect thereto, (i) the Dollar Equivalent of such Lender’s Revolving Exposure would exceed such Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount, (ii) the Dollar Equivalent of the aggregate principal amount of Alternate Currency Loans, together with the Dollar Equivalent of Letters of Credit Outstandings, would exceed the Alternate Currency Commitment Amount, or (iii) the Dollar Equivalent of the aggregate amount of Revolving Loans and Swing Line Loans outstanding together with the Dollar Equivalent of Letters of Credit Outstandings would exceed the Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender shall not be permitted or required to make Swing Line Loans if, after giving effect thereto, (x) the aggregate outstanding principal amount of all Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (y) unless otherwise agreed to by the Swing Line Lender, in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made by the Swing Line Lender plus the Swing Line Lender’s Revolving Loan Percentage of the aggregate amount of Letter of Credit Outstandings would exceed the Swing Line Lender’s Revolving Loan Percentage of the then existing Revolving Loan Commitment Amount.

(c) Increases in Revolving Loan Commitment Amount . At any time that no Default has occurred and is continuing, and prior to the Revolving Loan Commitment Termination Date, the Company may notify the Revolving Loan Administrative Agent that the Company is requesting that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other lenders not then a party to this Agreement provide up to an aggregate amount of $50,000,000 in additional Revolving Loan Commitments. Upon receipt of such notice, the Revolving Loan Administrative Agent shall use commercially reasonable efforts to arrange for the Lenders or other Eligible Assignees to provide such additional Commitments. Nothing contained in this Section or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Commitments. If and to the extent that any Lenders and/or other lenders agree, in their sole discretion, to provide any such additional Commitments, (i) the Revolving Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) the Percentages of the respective Lenders in respect of the increased Revolving Loan Commitment Amount shall be proportionally adjusted ( provided , however , that the amount equal to the adjusted Percentage of a Lender in respect of Revolving Loans multiplied by the Revolving Loan Commitment Amount as increased pursuant to clause (i) may not exceed the amount equal to the Percentage of such Lender in respect of Revolving Loans immediately prior to any adjustment made pursuant to this clause (ii) multiplied by the Revolving Loan Commitment Amount immediately prior to the corresponding increase thereof pursuant to clause (ii) without the consent of such Lender) and such adjustment shall be recorded in the Register and (iii) at such time and in such manner as the Company and the Revolving Loan Administrative Agent shall agree (it being understood that the Company and the Revolving Loan Administrative Agent will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall assign and assume outstanding Revolving Loans so as to cause the amounts of such Revolving Loans held by each Lender with a Percentage in excess of zero of the Revolving Loan Commitment to conform to its adjusted Percentage of the Revolving Loan Commitment and (iv) the Company shall execute and deliver any additional Notes, other amendments or modifications to any Loan Document, and any other certificates, consents or legal opinions as the Revolving Loan Administrative Agent may reasonably request.

Section 2.1.2 Letter of Credit Commitment . Each of the parties hereto acknowledges and agrees that the Existing Letters of Credit shall continue as Letters of Credit for all purposes under this Agreement and the Loan Documents. From time to time on any Business Day occurring from the Amendment Effective Date but 3 days prior to the Revolving Loan Commitment Termination Date, the relevant Issuer agrees that it will

(a) issue one or more standby letters of credit (relative to such Issuer, its “ Letter of Credit ”) in Dollars or in an Alternate Currency for the account of any Borrower or any Subsidiary Guarantor in the Stated Amount requested by the applicable Borrower on such day; or

(b) extend the Stated Expiry Date of an existing standby Letter of Credit previously issued hereunder.

No Issuer shall be permitted or required to issue any Letter of Credit if, after giving effect thereto, (i) the Dollar Equivalent (determined as of the most recent Revaluation Date) of the aggregate amount of all Letter of Credit Outstandings would exceed the then existing Letter of Credit Commitment Amount or (ii) the sum of the aggregate amount of all Letter of Credit Outstandings plus the aggregate principal amount of all Revolving Loans and Swing Line Loans then outstanding would exceed the then existing Revolving Loan Commitment Amount.

Section 2.1.3 Term Loans . Prior to the Amendment Effective Date and pursuant to the terms of the Existing Credit Agreement, each Term Loan Lender made Existing Term Loans in Dollars to the Company equal to such Term Loan Lender’s Term Loan Percentage of the Term Loan Facility in the aggregate principal amount of $305,000,000. Each of the parties hereto acknowledges and agrees that the Existing Term Loans shall continue as Term Loans for all purposes under this Agreement and the Loan Documents. No amounts paid or prepaid with respect to Term Loans may be reborrowed.

SECTION 2.2 Reduction of the Commitment Amounts . The Company may, from time to time on any Business Day occurring after the Amendment Effective Date, voluntarily reduce any Commitment Amount on the Business Day so specified by the Company; provided that all such reductions shall require at least three Business Day’s prior notice to the applicable Administrative Agent and be permanent, and any partial reduction of any Commitment Amount shall be in a minimum amount of $10,000,000 and in an integral multiple of $1,000,000. Any optional or mandatory reduction of the Revolving Loan Commitment Amount pursuant to the terms of this Agreement which reduces the Revolving Loan Commitment Amount below the sum of (i) the Swing Line Loan Commitment Amount, (ii) the Alternate Currency Commitment Amount and (iii) the Letter of Credit Commitment Amount shall result in an automatic and corresponding reduction of the Swing Line Loan Commitment Amount, Alternate Currency Commitment Amount and/or Letter of Credit Commitment Amount (as directed by the Borrowers in a notice to the Revolving Loan Administrative Agent delivered together with the notice of such voluntary reduction in the Revolving Loan Commitment Amount) to an aggregate amount not in excess of the Revolving Loan Commitment Amount, as so reduced, without any further action on the part of the Swing Line Lender, any Revolving Loan Lender or any Issuer.

SECTION 2.3 Borrowing Procedures . Loans (other than Swing Line Loans) shall be made by the Lenders in accordance with Section 2.3.1 , and Swing Line Loans shall be made by the Swing Line Lender in accordance with Section 2.3.2 .

Section 2.3.1 Borrowing Procedure . In the case of Loans (other than Swing Line Loans), by delivering a Borrowing Request to the Revolving Loan Administrative Agent or the Term Loan Administrative Agent, as applicable, on or before 12:00 noon on a Business Day, the Borrowers may from time to time irrevocably request, on the proposed date of the Borrowing in the case of Base Rate Loans, or on three Business Days’ notice in the case of LIBO Rate Loans denominated in Dollars, and in either case not more than five Business Days’ notice, or on no less than five Business Days’, and no more than ten Business Days’ notice in the case of Alternate Currency Loans, that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum amount of $5,000,000 (or the Dollar Equivalent thereof) and an integral multiple of $1,000,000 (or the Dollar Equivalent thereof), in the case of Base Rate Loans, in a minimum amount of $1,000,000 and an integral multiple of $100,000 or, in either case, in the unused amount of the applicable Commitment. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day and in the Currency specified in such Borrowing Request. In the case of other than Swing Line Loans, on or before 11:00 a.m. on such Business Day each Lender that has a Commitment to make the Loans being requested shall deposit with the applicable Administrative Agent same day funds in an amount equal to such Lender’s Percentage of the requested Borrowing. Such deposit will be made to the applicable account which each Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, each Administrative Agent shall make such funds available to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its Borrowing Request. No Lender’s obligation to make any Loan shall be affected by any other Lender’s failure to make any Loan.

Section 2.3.2 Swing Line Loans; Participations, etc .

(a) By telephonic notice to the Swing Line Lender on or before 12:00 noon on a Business Day (promptly confirmed in writing if so requested by the Swing Line Lender), the Borrowers may from time to time irrevocably request that Swing Line Loans be made by the Swing Line Lender in an aggregate minimum principal amount of $500,000 and an integral multiple of $100,000. All Swing Line Loans shall be made as (i) Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans or (ii) pursuant to clause (b) below, Money Market Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Upon the making of each Swing Line Loan, and without further action on the part of the Swing Line Lender or any other Person, each Revolving Loan Lender (other than the Swing Line Lender) shall be deemed to have irrevocably purchased, to the extent of its Revolving Loan Percentage, a participation interest in such Swing Line Loan, and such Revolving Loan Lender shall, to the extent of its Revolving Loan Percentage, be responsible for reimbursing within one Business Day the Swing Line Lender for Swing Line Loans which have not been reimbursed by the Company in accordance with the terms of this Agreement.

(b) Whenever the Borrowers propose to request that Swing Line Loans be made as Money Market Rate Loans, prior to submitting such request, the Borrowers shall notify the Revolving Loan Administrative Agent of its intention and request the Revolving Loan Administrative Agent to quote a fixed or floating interest rate (the “ Quoted Rate ”) to be applicable thereto prior to the proposed maturity thereof (which shall not exceed thirty days). The Revolving Loan Administrative Agent will immediately so notify the Swing Line Lender, and if the Swing Line Lender is agreeable to a particular interest rate for the proposed maturity of such Money Market Rate Loan if such Loan is made on or prior to a specified date, the Revolving Loan Administrative Agent shall quote such interest rate to the Borrowers as the Quoted Rate applicable to such proposed Money Market Rate Loan if made on or before such specified date for a maturity as so proposed by the Borrowers. The Swing Line Lender contemplates that any Quoted Rate will be a rate of interest which reflects a margin corresponding to (i) the Applicable Margin for Revolving Loans being maintained as LIBO Rate Loans over (ii) the then prevailing Federal Funds Rate, commercial paper, call money, overnight repurchase or other commonly quoted interest rate, or the Swing Line Lender’s average fully absorbed cost of short term funds, in each case as selected and determined by the Swing Line Lender. Nothing herein shall be deemed to permit any Lender other than the Swing Line Lender any right of approval with respect to a Quoted Rate.

(c) If (i) any Swing Line Loan shall be outstanding for more than thirty Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when any Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Revolving Loan Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender, make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Revolving Loan Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the “ Refunded Swing Line Loans ”). On or before 11:00 a.m. on the first Business Day following receipt by each Revolving Loan Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Revolving Loan Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the Swing Line Lender’s Revolving Loan Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become an outstanding Revolving Loan and shall no longer be owed as a Swing Line Loan. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Revolving Loan Lender’s obligation to make the Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

SECTION 2.4 Continuation and Conversion Elections . By delivering prior telephonic notice to the to the applicable Administrative Agent on or before 10:00 a.m. on a Business Day (such notice to be confirmed in writing within 24 hours thereafter by delivery of a Continuation/Conversion Notice), any Borrower may from time to time irrevocably elect:

(a) on not less than three nor more than five Business Days’ notice, the conversion of any Base Rate Loan into one or more LIBO Rate Loans denominated in Dollars or the continuation of any LIBO Rate Loan denominated in Dollars as a LIBO Rate Loan so denominated; and

(b) on not less than five nor more than ten Business Days’ notice, the continuation of any LIBO Rate Loan denominated in an Alternate Currency as a LIBO Rate Loan denominated in such Alternate Currency;

provided that any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000; and provided further that in the absence of prior notice (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice) with respect to any LIBO Rate Loan denominated in Dollars at least three Business Days (or, with respect to any LIBO Rate Loan denominated in an Alternate Currency, at least five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan; provided that (i) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and (ii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing.

SECTION 2.5 Alternate Currency Loans .

(a) If any Borrower requests a Borrowing in an Alternate Currency, or if pursuant to any Continuation/Conversion Notice a Borrower elects to continue any LIBO Rate Loan denominated in an Alternate Currency, the Revolving Loan Administrative Agent shall in the notice given to the Revolving Loan Lenders pursuant to Section 2.3 or Section 2.4 , as the case may be, give details of such request or election including, without limitation, as the case may be, the aggregate principal amount of the Borrowing in such Alternate Currency to be made by each Lender pursuant to the terms of this Agreement or the aggregate principal amount of such LIBO Rate Loans to be continued by each Lender pursuant to the terms of this Agreement.

(b) Each Lender shall be treated as having confirmed that the Alternate Currency requested, or elected by the applicable Borrower to be continued, is Available to it unless no later than 9:00 a.m. on the same Business Day of the requested Borrowing or the proposed continuation it shall have notified the Revolving Loan Administrative Agent that such Alternate Currency is not Available.

(c) In the event that the Revolving Loan Administrative Agent has received notification from any of the Lenders that the Alternate Currency requested or elected by the applicable Borrower to be continued is not Available, then the Revolving Loan Administrative Agent shall notify such Borrower and the Lenders no later than 10:00 a.m. on the same Business Day of the proposed Borrowing or proposed continuation.

(d) If the Revolving Loan Administrative Agent notifies a Borrower pursuant to clause (c) above that any of the Lenders has notified the Revolving Loan Administrative Agent that the Alternate Currency requested or elected by such Borrower to be continued or converted is not Available, such notification shall (i) in the case of any Borrowing Request, revoke such Borrowing Request and (ii) in the case of any Continuation/Conversion Notice, such continuation/conversion with respect thereto shall be deemed withdrawn and such Alternate Currency Loans shall be redenominated into Base Rate Loans. The Revolving Loan Administrative Agent will promptly notify the Borrowers and the Lenders of any such redenomination and in such notice by the Revolving Loan Administrative Agent to each Lender the Revolving Loan Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Alternate Currency Loans as of the Revaluation Date with respect thereto and such Lender’s Percentage thereof.

(e) Notwithstanding anything herein to the contrary, during the existence of an Event of Default, upon the request of the Lenders holding in excess of 50% of the Revolving Loan Commitments, all or any part of any outstanding Alternate Currency Loans shall be redenominated and converted into Base Rate Loans on the last day of the Interest Period with respect to any such Alternate Currency Loans. The Revolving Loan Administrative Agent will promptly notify the applicable Borrowers and the Revolving Loan Lenders of any such redenomination and conversion request.

SECTION 2.6 Funding . Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, each Borrower hereby consents and agrees that, for purposes of any determination to be made for purposes of Sections 4.1 , 4.2 , 4.3 or 4.4 , it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by purchasing deposits in the relevant Currency in its LIBOR Office’s interbank eurodollar market. Each Lender may, at its option, make any Loan available to any Designated Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such Designated Borrower to repay such Alternate Currency Loan in accordance with the terms of this Agreement.

SECTION 2.7 Issuance Procedures . By delivering to the Revolving Loan Administrative Agent an Issuance Request on or before 12:00 noon on a Business Day, the Borrowers may from time to time irrevocably request on not less than three nor more than ten Business Days’ notice, in the case of an initial issuance of a Letter of Credit and not less than three Business Days’ prior notice, in the case of a request for the extension of the Stated Expiry Date of a standby Letter of Credit (in each case, unless a shorter notice period is agreed to by the relevant Issuer, in its sole discretion), that an Issuer issue, or extend the Stated Expiry Date of, a Letter of Credit in such form as may be requested by the Borrowers and approved by such Issuer, solely for the purposes described in Section 7.1.7 . Each Letter