Item 1.01. Entry into a Material Definitive Agreement.

Information set forth under Item 2.03 of this Current Report on Form 8-K is incorporated by reference.

Item 2.03.		Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of Registrant.

     On October 26, 2009, Ferro Corporation (the “Company”) amended its credit facility by entering into the Second Amended and Restated Credit Agreement and the Amendment and Restatement and Resignation and Appointment Agreement among the Company; Credit Suisse, Cayman Islands Branch, as term loan administrative agent; PNC Bank, National Association, as revolving loan administrative agent; National City Bank, as collateral agent; and various other financial institutions (collectively referred to as the “Amended and Restated Credit Agreement”), the effectiveness of which is conditioned upon among other things, receipt of gross proceeds of at least $150.0 million from an offering of common stock (the “Equity Offering”). The Amended and Restated Credit Agreement extends the maturity of the revolving commitments through June 6, 2012. Pursuant to the Amended and Restated Credit Agreement, $100 million of revolving loans are being converted into new term loans also maturing on June 6, 2012. The new term loans will have terms substantially similar to the existing term loans.

     In addition, upon becoming effective, the Amended and Restated Credit Agreement will, among other things:

1. Modify the maximum permitted leverage ratio. The maximum permitted leverage ratio will vary by fiscal quarter from 3.50:1 to 5.75:1 over the remaining term of the credit facility.

2. Modify the minimum permitted fixed charge coverage ratio. The minimum permitted fixed charge coverage ratio will vary by fiscal quarter from 1.0:1 to 1.1:1 over the remaining term of the credit facility.

3. Delete the minimum EBITDA covenant.

4. Require application of the net proceeds from the Equity Offering in excess of $50 million, after the payment of fees and expenses payable by us in connection with entering into the Amended and Restated Credit Agreement, to be applied to repay term loans outstanding under the credit facility.

5. Modify the Company’s obligations to apply the net proceeds of dispositions to repay outstanding revolving loans and term loans outstanding under the credit facility.

6. Step down the portion of the annual excess cash flow required to be used to repay outstanding loans under the credit facility depending on the leverage ratio.

7. Increase to a maximum of $50 million the amount of indebtedness the Company’s foreign subsidiaries may incur if the total leverage ratio is 3.50:1 or less.