AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “ Amendment ”) dated as of June 10, 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, as heretofore amended (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 parties hereto, pursuant to Section 10.01 of the Agreement, have agreed to amend the Agreement as set forth herein, and the Bank has agreed to consent to an extension of the Commitment Termination Date to the date set forth herein, in each case subject to the terms and conditions described herein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1. Amendments to Agreement . Upon effectiveness of this Amendment as provided in Section 2 below:

(a) Section 1.01 of the Agreement is amended by inserting the following definitions in the appropriate alphabetical order:

“ Accounting Based Consolidation Event ” means the consolidation, for financial and/or regulatory accounting purposes, of all or any portion of the assets and liabilities of an Investor that are the subject of this Agreement, the Asset Purchase Agreement or any other Transaction Document with all or any portion of the assets and liabilities of any Bank or the Agent or any of their affiliates as the result of the existence of, or occurrence of any change in, accounting standards or the issuance of any pronouncement, interpretation or release, by any accounting body or any other body charged with the promulgation or administration of accounting standards, including, without limitation, the Financial Accounting Standards Board, the International Accounting Standards Board, the American Institute of Certified Public Accountants, the Federal Reserve Board of Governors and the Securities and Exchange Commission, and shall occur as of the date that such consolidation (i) shall have occurred with respect to the financial statements of the applicable Bank or the Agent or any of their affiliates or (ii) shall have been required to have occurred, regardless of whether such financial statements were prepared as of such date.

“ Group ” means (a) with respect to CAFCO, Citibank, and CNAI, each of CAFCO, Citibank, CNAI and their respective Affiliates, (b) with respect to any Investor other than CAFCO, such Investor, each bank or other financial institution which sponsors or administers such Investor and their respective Affiliates, and (c) with respect to any Bank other than Citibank, such Bank, any Investor hereunder sponsored or administered by such Bank or its Affiliates and their respective Affiliates.

(b) The definition of “Assignee Rate” set forth in Section 1.01 of the Agreement is amended by deleting that part of such definition prior to clause (i) of such definition thereof and inserting in lieu thereof the following:

“ Assignee Rate ” for any Fixed Period for any Receivable Interest means an interest rate per annum equal to the sum of the Eurodollar Rate for such Fixed Period plus 3.00% per annum; provided , however , that in case of:

(c) The definition of “Bank Commitment” in Section 1.01 of the Agreement is amended by deleting the amount “$100,000,000” therein and replacing it with the amount “$75,000,000”.

(d) The definition of “Commitment Termination Date” in Section 1.01 of the Agreement is amended by deleting the date “June 10, 2008” therein and replacing it with the date “June 2, 2009”.

(e) The definition of “Purchase Limit” in Section 1.01 of the Agreement is amended by deleting the amount “$100,000,000” therein and replacing it with the amount “$75,000,000”.

(f) Section 2.08(a) of the Agreement