Exhibit 2
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f), promulgated under the
Securities Exchange Act of 1934, as amended, each of the undersigned hereby
agrees to the joint filing on behalf of each of them of a Statement on Schedule
13G, and any amendments thereto, with respect to the Series A Convertible
Preferred Stock, $.01 par value per share, of Oglebay Norton Company and that
this Agreement may be included as an Exhibit to such filing.
Each of the undersigned parties represents and warrants to the
other that the information contained in any amendment thereto about it will be,
true, correct and complete in all material respects and in accordance with all
applicable laws. Each of the undersigned parties agrees to inform the other of
any changes in such information or of any additional information which would
require any amendment to the Schedule 13G and to promptly file such amendment.
Each of the undersigned parties agrees to indemnify the other
for any losses, claims, liabilities or expenses (including reasonable legal fees
and expenses) resulting from, or arising in connection with, the breach by such
party of any representations, warranties or agreements in this Agreement.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, each of the undersigned hereby executes
this Agreement as of April 15, 2005.
AMERICAN INTERNATIONAL GROUP, INC.
By /s/ Win X. Xxxxxx
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Name: Win X. Xxxxxx
Title: Executive Vice President and
Chief Investment Officer
AIG GLOBAL ASSET MANAGEMENT HOLDINGS CORP.
By /s/ Win X. Xxxxxx
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Name: Win X. Xxxxxx
Title: Chairman and Chief Executive Officer
AIG GLOBAL INVESTMENT CORP.
By /s/ Win X. Xxxxxx
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Name: Win X. Xxxxxx
Title: Chairman and Chief Executive Officer
Page 11 of 11
[LETTERHEAD OF AMERICAN INTERNATIONAL GROUP, INC.]
April 15, 2005
TRANSMITTED VIA XXXXX
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Securities and Exchange Commission
000 Xxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Re: Schedule 13G Relating to Series A Convertible Preferred
Stock, $.01 Par Value, of Oglebay Norton Company
Dear Sirs:
Transmitted herewith for filing on behalf of American
International Group, Inc. and pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder,
is a Statement on Schedule 13G which relates to the Series A Convertible
Preferred Stock, $.01 par value, of Oglebay Norton Company.
One copy of the enclosed Schedule 13G is being delivered to
Oglebay Norton Company.
Please direct questions regarding this filing to the
undersigned at (000) 000-0000.
Sincerely yours,
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Enclosure
