Oglebay Norton Co /Ohio/ Sample Contracts

WAIVER LETTER AND AMENDMENT NO. 6 TO CREDIT AGREEMENT
Credit Agreement • May 14th, 2003 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
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AMENDMENT NO. 4 TO CREDIT AGREEMENT
Credit Agreement • November 1st, 2002 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
Exhibit 99.3 SENIOR SECURED NOTE PURCHASE AGREEMENT
Security Agreement • November 1st, 2002 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • New York
WAIVER LETTER AND AMENDMENT NO. 7 TO LOAN AGREEMENT
Loan Agreement • June 17th, 2003 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
WITNESSETH:
Note Purchase Agreement • September 18th, 2003 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • New York
AMENDMENT NO. 4 TO LOAN AGREEMENT
Loan Agreement • November 1st, 2002 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
WAIVER AND AMENDMENT NO. 8 TO CREDIT AGREEMENT
Credit Agreement • September 18th, 2003 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
WAIVER AND AMENDMENT NO. 8 TO LOAN AGREEMENT
Loan Agreement • September 18th, 2003 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
EXHIBIT 4.3 FORM OF WARRANT AGENT AGREEMENT Dated as of [________ __], 2005
Warrant Agent Agreement • January 27th, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
WAIVER LETTER AND AMENDMENT NO. 7 TO CREDIT AGREEMENT
Credit Agreement • June 17th, 2003 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
FINANCING AGREEMENT
Financing Agreement • February 1st, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • New York
INDEMNITY AGREEMENT
Indemnity Agreement • March 11th, 2002 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio

This Indemnification Agreement (“Agreement”) is made as of April 30, 2001 by and between Oglebay Norton Company, an Ohio corporation (the “Company”), and (Director’s Name)(“Indemnitee”).

COMMITMENT AGREEMENT
Commitment Agreement • May 14th, 2004 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • New York
2005 MANAGEMENT STOCK PLAN OF OGLEBAY NORTON COMPANY
Stock Option Agreement • January 27th, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
Director Indemnification Agreement
Director Indemnification Agreement • February 11th, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio

This Director Indemnification Agreement, dated as of February 10, 2005 (this "Agreement"), is made by and between Oglebay Norton Company, an Ohio corporation (the "Company"), and Laurence V. Goddard (the "Indemnitee"), a Director of the Company.

CHANGE IN CONTROL AND EMPLOYMENT AGREEMENT
Change in Control and Employment Agreement • February 1st, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio

THIS CHANGE IN CONTROL AND EMPLOYMENT AGREEMENT is entered into on this 31st day of January 2005, by and between OGLEBAY NORTON COMPANY, an Ohio corporation (the “Company”), and ROCHELLE F. WALK (“Employee”).

OFFICER Indemnification Agreement
Officer Indemnification Agreement • February 11th, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio

This Officer Indemnification Agreement, dated as of February 10, 2005 (this "Agreement"), is made by and between Oglebay Norton Company, an Ohio corporation (the "Company"), and Michael J. Minkel (the "Indemnitee"), an officer of the Company.

2005 MANAGEMENT STOCK PLAN OF OGLEBAY NORTON COMPANY
Restricted Stock Agreement • January 27th, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
RECITALS
Financing Agreement • May 14th, 2004 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • New York
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OGLEBAY NORTON COMPANY ASSURANCE TRUST [Replaces the Oglebay Norton Company Pour-Over Trust]
Trust Agreement • April 6th, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio

THIS TRUST AGREEMENT, made as of the 17th day of April, 2002, is between Oglebay Norton Company, an Ohio corporation (“Oglebay”), and Bank One, Trust Company, NA (the “Trustee”).

SECURITY AGREEMENT
Security Agreement • February 1st, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • New York

SECURITY AGREEMENT, dated January 31, 2005, made by each of the Grantors referred to below, in favor of Silver Point Finance, LLC, a Delaware limited liability company (“Silver Point”), in its capacity as collateral agent for the Agents and the Lenders (as such terms are defined below) party to the Financing Agreement referred to below (in such capacity, together with any successors and assigns, if any, the “Collateral Agent”).

EXHIBIT 10.64 INTEREST PURCHASE AGREEMENT
Interest Purchase Agreement • November 19th, 2004 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVER
Credit Agreement • August 10th, 2001 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio

This AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVER (this "Amendment"), made as of June 30, 2001, among OGLEBAY NORTON COMPANY ("Borrower"), the banking institutions named in Schedule 1 to the Credit Agreement (as hereinafter defined) (collectively, the "Banks" and individually, "Bank"), KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Banks ("Agent"), BANK ONE, MICHIGAN, as syndication agent ("Syndication Agent") and THE BANK OF NOVA SCOTIA, as documentation agent ("Documentation Agent").

AMENDMENT NO. 2 TO LOAN AGREEMENT AND WAIVER
Loan Agreement and Waiver • November 14th, 2001 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio

This AMENDMENT NO. 2 TO LOAN AGREEMENT AND WAIVER (this “Amendment”), made as of November 9, 2001, among OGLEBAY NORTON COMPANY (“Borrower”), the banking institutions named in Schedule 1 to the Loan Agreement (as hereinafter defined) (collectively, the “Banks” and individually, “Bank”), KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Banks (“Agent”), BANK ONE, MICHIGAN, as syndication agent (“Syndication Agent”) and THE BANK OF NOVA SCOTIA, as documentation agent (“Documentation Agent”),

AMENDMENT NO. 1 TO INTEREST PURCHASE AGREEMENT
Interest Purchase Agreement • February 1st, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels)

This Amendment No. 1 to Interest Purchase Agreement (this “Amendment”), dated as of January 31, 2005, is made by and among Oglebay Norton Company, an Ohio corporation (the “Buyer”), Johnson Mining Inc., a Delaware corporation, The Cary Mining Company Inc., a Delaware corporation, and Michigan Minerals Associates, Inc., a Delaware corporation (each individually, a “Seller” and collectively, “Sellers”), and Michigan Limestone Operations, Inc., a Michigan corporation formerly known as “Global Stone Port Inland, Inc.” (the “Company”).

SEPARATION AND RETIREMENT AGREEMENT AND RELEASE
Separation and Retirement Agreement and Release • March 11th, 2002 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio

THIS SEPARATION AND RETIREMENT AGREEMENT AND RELEASE is entered into at Cleveland, Ohio this 12th day of July, 2001, by and among OGLEBAY NORTON MANAGEMENT COMPANY (the “Management Company”), an Ohio corporation, OGLEBAY NORTON COMPANY (“ONCO”) an Ohio corporation and STUART H. THEIS (“Theis”).

AMENDMENT NO. 4 TO COMMITMENT AGREEMENT
Commitment Agreement • December 21st, 2004 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels)

Reference is made to the Commitment Agreement, dated as of February 23, 2004, entered into by and among Oglebay Norton Company and the other parties (the “Subscribers”) signatory thereto, as amended by Amendments No. 1, No. 2 and No. 3 thereto (the “Agreement”). Defined terms used but not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

Re: Seventh Amendment to Credit Agreement dated July 14, 1997, as amended and Temporary Waiver
Oglebay Norton Co /Ohio/ • March 31st, 2005 • Mining & quarrying of nonmetallic minerals (no fuels)

Listed below are the terms and conditions related to your request for National City Bank (the “Bank”) to grant a temporary waiver of certain financial covenants in the Credit Agreement dated July 14, 1997, and subsequently amended, by and between ON Marine Services Company, Oglebay Norton Marine Services Company, L.L.C. (collectively, the “Borrower”) and the Bank.

EIGHTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 6th, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio

THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT, dated as of June 13, 2003 (the “Agreement”), by and among ON Marine Services Company (formerly known as Oglebay Norton Company), a Delaware corporation (“ONMS”), Oglebay Norton Marine Services Company, L.L.C., a Delaware limited liability company (“LLC”, and together with ONMS, collectively, “Borrower”), and National City Bank, a national banking association (“Bank”).

AMENDMENT NO. 3 TO COMMITMENT AGREEMENT
Commitment Agreement • November 29th, 2004 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels)

Reference is made to the Commitment Agreement, dated as of February 23, 2004, entered into by and among Oglebay Norton Company and the other parties (the “Subscribers”) signatory thereto, as amended by Amendments No. 1 and 2 thereto (the “Agreement”). Defined terms used but not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

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