1 Exhibit 4(d) FOURTH AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 21st, 1997 • Oglebay Norton Co • Water transportation • Delaware
OGLEBAY NORTON COMPANY as Borrower And THE BANKS NAMED HEREIN as Banks And KEYBANK NATIONAL ASSOCIATION as Agent AMENDMENT NO.3 dated as of June 3, 1997 toLoan Agreement • March 25th, 1998 • Oglebay Norton Co • Water transportation • Ohio
OGLEBAY NORTON COMPANY as Borrower And THE BANKS NAMED HEREIN as Banks And KEYBANK NATIONAL ASSOCIATION as Agent AMENDMENT NO. 2 dated as of March 1, 1997 to AMENDED AND RESTATED LOAN AGREEMENT AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 31st, 1997 • Oglebay Norton Co • Water transportation • Ohio
RECITALSOglebay Norton Co • June 5th, 1998 • Water transportation • Ontario
FIFTH AMENDMENT TO RIGHTS AGREEMENTRights Agreement • November 20th, 1998 • Oglebay Norton Co • Water transportation • Delaware
1 Exhibit 10(p) =============================================================== ================= U.S. $90,000,000 AMENDED AND RESTATED LOAN AGREEMENT originally dated as of December 1, 1990 and amended and restated as of December 29, 1994Loan Agreement • March 31st, 1997 • Oglebay Norton Co • Water transportation • Ohio
1 AGREEMENT AND PLAN OF MERGER PURSUANT TO SECTION 251(G) OF THE DELAWARE GENERAL CORPORATION LAW This AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") is made as of March 3, 1999, by and among Oglebay Norton Company, a Delaware corporation...Agreement and Plan of Merger • March 8th, 1999 • Oglebay Norton Co • Water transportation
1 Exhibit 10(d)(3) EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT is entered into on this ___ day of ____________, 1997, by and between OGLEBAY NORTON COMPANY, a Delaware corporation (the "Company"), and [NAME] ("Employee"). W I T...Employment Agreement • March 31st, 1997 • Oglebay Norton Co • Water transportation • Ohio
AMENDMENT NO. 1 dated as of August 29, 1995 to AMENDED AND RESTATED LOAN AGREEMENT AMENDMENT NO. 1 TOLoan Agreement • March 31st, 1997 • Oglebay Norton Co • Water transportation • Ohio
1 Exhibit 10.2 SECOND AMENDMENT AGREEMENT This Second Amendment Agreement is made effective as of the 15th day of August, 1998, by and among OGLEBAY NORTON COMPANY, a Delaware corporation ("Borrower"), the banking institutions listed on Schedule 1 to...Second Amendment Agreement • November 17th, 1998 • Oglebay Norton Co • Water transportation
1 Exhibit 10.1 FIRST AMENDMENT AGREEMENT ------------------------- This First Amendment Agreement is made as of the 15th day of July, 1998, by and among OGLEBAY NORTON COMPANY, a Delaware corporation ("Borrower"), KEYBANK NATIONAL ASSOCIATION, as...First Amendment Agreement • November 17th, 1998 • Oglebay Norton Co • Water transportation
1 EXHIBIT 10(k) IRREVOCABLE TRUST AGREEMENT I (Salary Continuation, Disability, and Death Benefit Arrangements, and Prior SupplementaL Retirement Plan) THIS AGREEMENT is made this 16th day of August, 1989, between OGLEBAY NORTON COMPANY, a Delaware...Agreement • March 31st, 1997 • Oglebay Norton Co • Water transportation
1 Exhibit 10.2 CREDIT AGREEMENT dated as of May 15, 1998Assignment and Acceptance Agreement • August 14th, 1998 • Oglebay Norton Co • Water transportation • Ohio
1 Exhibit 10(w) OGLEBAY NORTON COMPANY POUR-OVER RABBI TRUST THIS TRUST AGREEMENT, made as of the ____ day of December, 1997, is between Oglebay Norton Company, a Delaware corporation ("Oglebay"), and Bank One, Cleveland, NA (the "Trustee"). WHEREAS,...Trust Agreement • March 25th, 1998 • Oglebay Norton Co • Water transportation • Ohio
Exhibit 10(x) SEPARATION AGREEMENT AND RELEASE The parties to this Separation Agreement and Release ("Agreement") are Oglebay Norton Company (hereinafter referred to as "Oglebay") and Richard J. Kessler (hereinafter referred to as "Kessler"). This...Separation Agreement and Release • May 13th, 1998 • Oglebay Norton Co • Water transportation • Ohio
Exhibit 10.3 SENIOR SUBORDINATED INCREASING RATE NOTES NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 14th, 1998 • Oglebay Norton Co • Water transportation • New York
1 Exhibit 10 (1) IRREVOCABLE TRUST AGREEMENT II ------------------------------ (For Employment Agreements and Certain Retirement Benefits) THIS AGREEMENT is made this 16th day of August, 1989, between OGLEBAY NORTON COMPANY, a Delaware corporation...Irrevocable Trust Agreement • March 31st, 1997 • Oglebay Norton Co • Water transportation
1 Exhibit 10.4 SETTLEMENT AGREEMENT AND RELEASE -------------------------------- 1. PARTIES. The parties to this Settlement Agreement and Release (the "Agreement") are Paul V. Gorman Jr. ("Gorman") and Oglebay Norton Company ("Oglebay Norton"). This...Settlement Agreement • August 14th, 1998 • Oglebay Norton Co • Water transportation • Ohio
1 Exhibit 10(t) OGLEBAY NORTON COMPANY PERFORMANCE OPTION AGREEMENT This Agreement between OGLEBAY NORTON COMPANY ("Oglebay") and JOHN LAUER ("Lauer") memorializes the grant made on December 17, 1997 by Oglebay's Compensation Subcommittee to Lauer of...Performance Option Agreement • March 25th, 1998 • Oglebay Norton Co • Water transportation • Ohio
Revised and Restated Schedule A (as revised September 19, 1997) BENEFIT PLANS AND EMPLOYMENT AGREEMENTS --------------------------------------- 1. Excess and TRA Supplemental Benefit Retirement Plan, adopted November 16, 1977, as amended and restated...Oglebay Norton Co • March 25th, 1998 • Water transportation
1 Exhibit 10(r) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made at Cleveland, Ohio, this 17th day of December, 1997, between OGLEBAY NORTON COMPANY, a Delaware corporation ("Oglebay"), and JOHN LAUER ("Lauer"). The Board of...Employment Agreement • March 25th, 1998 • Oglebay Norton Co • Water transportation • Ohio
1 Exhibit 10(f)(1) OGLEBAY NORTON COMPANY LONG-TERM INCENTIVE PLAN ------------------------- Prospectus Supplement This Stock Option Agreement constitutes part of the Prospectus covering securities registered under the Securities Act of 1933, as...Oglebay Norton Co • March 25th, 1998 • Water transportation
WITNESSETH:Separation Agreement • March 25th, 1998 • Oglebay Norton Co • Water transportation • Ohio
1 Exhibit 10(u) OGLEBAY NORTON COMPANY SPECIAL SUPPLEMENTAL RETIREMENT PLAN OGLEBAY NORTON COMPANY ("Oglebay") hereby adopts this Special Supplemental Retirement Plan for the benefit of JOHN N. LAUER ("Lauer") as contemplated by the Employment...Oglebay Norton Co • March 25th, 1998 • Water transportation • Ohio
