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AMENDMENT NO. 1 TO SECOND AMENDED AND
RESTATED
RECEIVABLES PURCHASE
AGREEMENT
AMENDMENT
NO. 1 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
(this “ Amendment ”) dated as of June 3,
2008, among Ferro Finance Corporation (the “ Seller
”), CAFCO, LLC (the “ Investor ”),
Citibank, N.A., as a Bank (in such capacity, the “
Bank ”), Ferro Color & Glass Corporation, as an
originator, Ferro Pfanstiehl Laboratories, Inc., as an originator,
Ferro Corporation, as an originator (together with Ferro Color
& Glass Corporation and Ferro Pfanstiehl Laboratories, Inc.,
the “ Originators ”) and as collection agent,
and Citicorp North America, Inc., as agent (in such capacity, the
“ Agent ”).
PRELIMINARY STATEMENTS.
(1) The Originators, the Collection Agent, the Seller, the
Investor, the Bank and the Agent are parties to that certain Second
Amended and Restated Receivables Purchase Agreement dated as of
April 1, 2008 (the “ Agreement ”).
Capitalized terms not defined herein are used as defined in the
Agreement.
(2) Prior to the date hereof, the Seller has requested that
the Bank consent to the extension of the Commitment Termination
Date, as contemplated by the definition of such term set forth in
Section 1.01 of the Agreement.
(3) The Bank has agreed to consent to an extension of the
Commitment Termination Date to the date set forth herein, subject
to the terms and conditions described herein.
NOW,
THEREFORE, the parties hereto hereby agree as follows:
SECTION 1.
Amendment to Agreement . Upon effectiveness of this
Amendment, as provided in Section 2 below, the
definition of “Commitment Termination Date” in
Section 1.01 of the Agreement is amended by deleting the date
“June 3, 2008” therein and replacing it with the
date “June 10, 2008”.
SECTION 2.
Effectiveness . This Amendment shall become effective at
such time as executed counterparts of this Amendment have been
delivered by each party hereto to the other parties hereto.
SECTION 3.
Representations and Warranties . Each of the Seller and the
Collection Agent makes each of the representations and warranties
contained in Sections 4.01
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