WITNESSETH:Note Purchase Agreement • September 18th, 2003 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • New York
WAIVER LETTER AND AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • May 14th, 2003 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
WAIVER LETTER AND AMENDMENT NO. 7 TO LOAN AGREEMENTLoan Agreement • June 17th, 2003 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
WAIVER AND AMENDMENT NO. 8 TO CREDIT AGREEMENTCredit Agreement • September 18th, 2003 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • November 1st, 2002 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
EXHIBIT 10.61 AMENDMENT NO. 1 AND WAIVER TO FINANCING AGREEMENT AMENDMENT NO. 1 AND WAIVER, dated as of April 23, 2004 (this "Amendment") to the Financing Agreement, dated as of February 25, 2004 (the "Financing Agreement"), by and among Oglebay...Financing Agreement • May 14th, 2004 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • New York
WAIVER AND AMENDMENT NO. 8 TO LOAN AGREEMENTLoan Agreement • September 18th, 2003 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
FINANCING AGREEMENTFinancing Agreement • February 1st, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • New York
INDEMNITY AGREEMENTIndemnification 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”).
WAIVER LETTER AND AMENDMENT NO. 7 TO CREDIT AGREEMENTCredit Agreement • June 17th, 2003 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
EXHIBIT 99.10 AMENDMENT NO. 1 TO INTEREST PURCHASE AGREEMENT This Amendment No. 1 to Interest Purchase Agreement (this "Amendment"), dated as of _____________, 2004, is made by and among Oglebay Norton Company, an Ohio corporation (the "Buyer"),...Interest Purchase Agreement • November 19th, 2004 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
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”).
COMMITMENT AGREEMENTCommitment Agreement • May 14th, 2004 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • New York
2005 MANAGEMENT STOCK PLAN OF OGLEBAY NORTON COMPANYStock Option Agreement • January 27th, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement"), dated as of ________________, 2005, is entered into by and among Oglebay Norton Company, an Ohio corporation (the "Company") and the holders of...Registration Rights Agreement • January 27th, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • New York
EXHIBIT 4.3 FORM OF WARRANT AGENT AGREEMENT Dated as of [________ __], 2005Warrant Agent Agreement • January 27th, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
Director Indemnification AgreementDirector 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 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”).
2005 MANAGEMENT STOCK PLAN OF OGLEBAY NORTON COMPANYRestricted Stock Agreement • January 27th, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
Exhibit 10.31 CHANGE IN CONTROL AND EMPLOYMENT AGREEMENT THIS CHANGE IN CONTROL AND EMPLOYMENT AGREEMENT is entered into on this _____ day of ________________, 2004, by and between OGLEBAY NORTON COMPANY, an Ohio corporation (the "Company"), and...Change in Control and Employment Agreement • January 27th, 2005 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
RECITALSFinancing Agreement • May 14th, 2004 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • New York
OFFICER Indemnification AgreementIndemnification & Liability • 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.
OFFICER Indemnification AgreementOfficer 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 Julie A. Boland (the "Indemnitee"), an officer of the Company.
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”).
EXHIBIT 10.64 INTEREST PURCHASE AGREEMENTInterest Purchase Agreement • November 19th, 2004 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
FORM OF SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • December 21st, 2004 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
EXHIBIT 99.6 OGLEBAY NORTON COMPANY SUBSCRIPTION AGREEMENT FOR CONVERTIBLE PREFERRED STOCK THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE PROSPECTUS OF OGLEBAY NORTON COMPANY ("OGLEBAY NORTON") DATED ______, 2004 (THE...Subscription Agreement for Convertible Preferred Stock • December 21st, 2004 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio
AMENDMENT NO. 2 TO COMMITMENT AGREEMENTCommitment Agreement • December 21st, 2004 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • New York
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 Amendment No. 1 to the Commitment Agreement, dated as of June 29, 2004 (the “Agreement”). Defined terms used but not otherwise defined herein shall have the meaning ascribed to them in the Agreement.
Exhibit 99.3 SENIOR SECURED NOTE PURCHASE AGREEMENTSenior Secured Note Purchase Agreement • November 1st, 2002 • Oglebay Norton Co /Ohio/ • Mining & quarrying of nonmetallic minerals (no fuels) • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVERCredit 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 WAIVERLoan Agreement • 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 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”).
SEPARATION AND RETIREMENT AGREEMENT AND RELEASESeparation and Retirement Agreement • 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 AGREEMENTCommitment 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 WaiverSeventh Amendment to Credit Agreement • March 31st, 2005 • Oglebay Norton Co /Ohio/ • 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.
