AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT

AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT

AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “ Amendment ”) dated as of June 30, 2005, among Ferro Finance Corporation (the “ Seller ”), CAFCO, LLC (the “ Investor ”), Ferro Electronic Materials, Inc., as an originator, Ferro Corporation, as an originator (together with Ferro Electronic Materials, 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 and the Agent are parties to a Receivables Purchase Agreement dated as of September 28, 2000, as heretofore amended (the “ Agreement ”). Capitalized terms not defined herein are used as defined in the Agreement.

(2) The parties desire to amend certain provisions of the Agreement.

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, the Agreement is hereby amended as follows:

(a) The following new definitions are added to Section 1.01, in proper alphabetical order:

“ Approved OECD Country ” means each of the countries listed on Schedule III-A hereto, as such Schedule may be amended from time to time upon request of the Seller or the Collection Agent, with the prior written approval of the Agent. Additionally, the Agent may remove countries from such Schedule at any time, as it determines in its sole discretion, upon prior written notice to the Seller and the Collection Agent.

“ Credit Agreement ” means the Credit Agreement dated as of August 31, 2001 among Ferro Corporation, as Borrower, various Financial Institutions, as Lenders, Credit Suisse First Boston, as the Syndication Agent and a Joint Lead Arranger, National City Bank, as the Administrative Agent, the Swing Line Lender, the Letter of Credit Issuer and a Joint Lead Arranger, and Citicorp USA, Inc. and Keybank National Association, as the Co-Documentation Agents, as the same may be amended, restated or modified from time to time.

(b) The definition of “Assignee Rate” in Section 1.01 is amended by replacing the phrase “1.5% per annum above the Eurodollar Rate for such Fixed Period” therein with the phrase “the sum of the Eurodollar Rate for such Fixed Period plus the greater of (x) 1.50% per annum and (y) 0.25% per annum plus the “Applicable LIBOR Margin” then applicable to “LIBOR Loans” under the Credit Agreement (terms in this clause (y) having the meanings set forth in the Credit Agreement).”

(c) The definition of “Daily Report” in Section 1.01 is amended by replacing the reference therein to “Section 6.02(i)” with “Section 6.02(h)”.

(d) Clause (i) of the definition of “Eligible Receivable” in Section 1.01 is amended in its entirety to read as follows:

(i) the Obligor of which is a resident of the United States (including, without limitation, Puerto Rico), Canada, an Approved OECD Country or an Other Approved Jurisdiction, provided that (A) the aggregate Outstanding Balance of all Eligible Receivables having Obligors which are residents of an Approved OECD Country or an Other Approved Jurisdiction may not exceed 20% of the then outstanding Capital of all Receivable Interests, (B) the aggregate Outstanding Balance of all Eligible Receivables having Obligors which are residents of an Other Approved Jurisdiction may not exceed 10% of the then outstanding Capital of all Receivable Interests and (C) with respect to each country which is an Other Approved Jurisdiction, the aggregate Outstanding Balance of all Eligible Receivables having Obligors which are residents of such country may not exceed (1) 5% of the then outstanding Capital of all Receivable Interests, at any time that the sovereign long-term debt rating of such country is at least A by S&P and at least A2 by Moody’s, and (2) 3.3% of the then outstanding Capital of all Receivable Interests, at any time that the sovereign long-term debt rating of such country is not at least A by S&P and at least A2 by Moody’s;

(e) The definition of “Facility Termination Date” in Section 1.01 is amended by replacing the date “September 30, 2005” therein with the date “June 29, 2006”.

(f) The definition of “Other Approved Jurisdiction” in Section 1.01 is amended in its entirety to read as follows:

“ Other Approved Jurisdiction ” means each of the countries listed on Schedule III-B hereto, as such Schedule may be amended from time to time upon request of the Seller or the Collection Agent, with prior written approval of the Agent; provided, however, that at any time that the sovereign long-term debt rating of any country listed on such Schedule falls below A- by S&P or below A3 by Moody’s, such country will cease to be an Other Approved Jurisdiction. Additionally, the Agent may remove countries from such Schedule at any time, as it determines in its sole discretion, upon prior written notice to the Seller and the Collection Agent.

(g) Section 5.01(k)(i) is amended by replacing the phrase “60 days” with “50 days” and replacing the phrase “120 days” with “90 days”.

(h) Section 5.01(k)(vii) is amended by replacing the phrase “60 days” with “50 days” and replacing the phrase “120 days” with “90 days”.

(i) Section 5.01(k) is further amended by (i) deleting the word “and” at the end of clause (viii), (ii) renumbering clause (ix) as clause (xi), and (iii) adding the following new clauses after clause (viii):

(ix) as soon as available and in any event within 50 days after the end of each of the first three quarters of each fiscal year of Ferro Corporation commencing with the quarter ending June 30, 2005, the consolidated balance sheet of Ferro Corporation and its consolidated Subsidiaries as of the end of such quarter and the related statements of income and of cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer of Ferro Corporation;

(x) as soon as available and in any event within 90 days after the end of each fiscal year of Ferro Corporation commencing with the year ending December 31, 2005, a copy of the annual report for such year for Ferro Corporation and its consolidated Subsidiaries, containing financial statements for such year audited by independent public accountants of recognized national standing; and

(j) A new paragraph is added at the end of Section 5.01(k) reading as follows:

Reports and financial statements required to be delivered pursuant to clauses (ix) and (x) of this Section 5.01(k) shall be deemed to have been delivered on the date on which Ferro Corporation posts such reports, or reports containing such financial statements, on Ferro Corporation’s website on the Internet at www.ferro.com or when such reports, or reports containing such financial statements, are posted on the SEC’s website at www.sec.gov; provided that Ferro Corporation shall deliver paper copies of the reports and financial statements referred to in clauses (ix)&nbs