FINANCING AGREEMENTFinancing Agreement • February 1st, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • New York
CHANGE IN CONTROL AND EMPLOYMENT AGREEMENTChange 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”).
SECURITY AGREEMENTSecurity 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”).
AMENDMENT NO. 1 TO INTEREST PURCHASE AGREEMENTInterest 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”).
TENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 1st, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
THIS TENTH AMENDMENT TO CREDIT AGREEMENT, dated as of January 31, 2005 (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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Registration Rights Agreement (this “Agreement”), dated as of January 31, 2005, is entered into by and among Oglebay Norton Company, an Ohio corporation (the “Company”) and the holders of Subordinated Notes (as defined herein) signatories hereto (each, a “Noteholder” and, collectively, the “Noteholders”) and certain third party accredited investors signatory hereto (the “Third Party Investors” and, together with the Noteholders, the “Subscribers”).
CONFIRMATIONCredit Agreement • February 1st, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels)
The undersigned OGLEBAY NORTON COMPANY, a Delaware corporation (with its successors and assigns, the “Guarantor”), has executed and delivered to NATIONAL CITY BANK, a national banking association (with its successors and assigns, “Bank”), the Unconditional and Continuing Guaranty Of Payment, dated as of July 15, 1999 (the “Guaranty”), in respect of, among other matters, the Credit Agreement dated July 14, 1997 (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”), between Bank, ON Marine Services Company, a Delaware corporation (“ONMS”), and Oglebay Norton Marine Services Company, L.L.C., a Delaware limited liability company (“LLC”, and together with ONMS, collectively, “Borrowers”), under which Bank agreed to make a term loan to Borrowers in the original principal amount of $17,000,000, subject to certain conditions and in accordance with the terms thereof. The Guaranty was made for the benefit of Borrowers to guarantee the payment of the Subject D
WARRANT AGENT AGREEMENT Dated as of January 28, 2005 by and among OGLEBAY NORTON COMPANY and WELLS FARGO BANK, NATIONAL ASSOCIATION, As Warrant AgentWarrant Agent Agreement • February 1st, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
WARRANT AGENT AGREEMENT dated as of January 28, 2005 (this “Warrant Agent Agreement”) between Oglebay Norton Company, an Ohio corporation, and Wells Fargo Bank, National Association, as warrant agent.
CREDIT AGREEMENT between OGLEBAY NORTON COMPANY and NATIONAL CITY BANK July 14, 1997Credit Agreement • February 1st, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
FORM OF GUARANTYForm of Guaranty • February 1st, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
This Guaranty (“Guaranty”) is made as of this 31st day of January, 2005 by and among the undersigned domestic subsidiaries (each a “Guarantor” and any and all collectively, the “Guarantors”) of Oglebay Norton Company, an Ohio corporation (“Buyer”) in favor of 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”).
INTEREST PURCHASE AGREEMENTInterest Purchase Agreement • February 1st, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Interest Purchase Agreement (this “Agreement”) is made as of April 14, 2000, by and among OGLEBAY NORTON COMPANY, a Delaware corporation (the “Buyer”), and 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 LIMITED PARTNERSHIP, a Delaware limited partnership (“MLO”). MLO and its two affiliates, MLO-Ohio Ltd., an Ohio limited liability company (“MLO-Ohio”), and Michigan Equipment Leasing L.L.C., a Michigan limited liability company (“MEL”), are collectively referred to herein as the “Company.”
PLEDGE AGREEMENTPledge Agreement • February 1st, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • New York
PLEDGE AND SECURITY AGREEMENT, dated January 31, 2005, made by each of the Pledgors 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”).
