AMENDMENT NO. 3 TO COMMITMENT AGREEMENT

Exhibit 10.4

AMENDMENT NO. 3 TO COMMITMENT AGREEMENT

As of November 23, 2004

To the Subscribers under the

Commitment Agreement referred to below

Ladies and Gentlemen:

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.

The Company has proposed amendments to the Agreement (1) to change the date prior to which the Registration Statement must be declared effective from November 15, 2004 to December 15, 2004 and (2) to change the date on which the non-completion of the Restructuring Transaction will become a Termination Event from December 15, 2004 to January 15, 2005.

Upon receipt of the Requisite Shareholders’ consent as described herein, the Agreement shall be amended as follows:

1. The reference to “November 15, 2004” in Section 2 of the Agreement shall be deleted and replaced by “December 15, 2004.”

2. Section 7(a)(vii) of the Agreement shall be deleted in its entirety and replaced by the following:

“(vii) the Restructuring Transaction is not completed by January 15, 2005.”

The delivery to the Company of this letter duly executed by you will evidence your agreement to the amendments to the Agreement set forth above. These amendments will become effective, and binding upon the Company and all of the Subscribers, upon delivery to the Company of copies of this letter duly executed by the Requisite Subscribers.

The provisions of Section 14 of the Agreement relating to counterparts and facsimile signatures shall be applicable to this Amendment No. 3 to the Agreement.

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Except as amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

Very truly yours,
OGLEBAY NORTON COMPANY
By:		/s/ Xxxxxxxx X. Walk
Name:		Xxxxxxxx X. Walk
Title:		Vice President, General Counsel and Secretary

NOTEHOLDERS:

SUBSCRIBERS

Airlie Opportunity Master Fund, LTD.
By:		/s/ Xxxx Xxxxxxxxxx
Name:		Xxxx Xxxxxxxxxx
Title:		Managing Director
Berlin Capital Growth, L.P.
By:		Berlin Financial, Ltd., its general partner
/s/ Xxxxxx X. Xxxxxx
Name		: Xxxxxx X. Xxxxxx
Title:		Managing Member
Xxxxxxx & Xxxxxx Value Partners, L.P.
By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		General Partner
Legacy Aggressive High Yield Fund
By:		Banc One High Yield Partners, LLC
By:		/s/ Xxxxx X. Xxxxxxxx, Xx.
Name:		Xxxxx X. Xxxxxxxx, Xx.
Title:		Managing Director/General Counsel

One Group High Yield Bond Fund
By:		Banc One High Yield Partners, LLC
By:		/s/ Xxxxx X. Xxxxxxxx, Xx.
Name:		Xxxxx X. Xxxxxxxx, Xx.
Title:		Manager
One Group Income Bond Fund
By:		Banc One High Yield Partners, LLC
By:		/s/ Xxxxx X. Xxxxxxxx, Xx.
Name:		Xxxxx X. Xxxxxxxx, Xx.
Title:		Manager
Pacholder High Yield Fund, Inc.
By:		Banc One High Yield Partners, LLC
By:		/s/ Xxxxx X. Xxxxxxxx, Xx.
Name:		Xxxxx X. Xxxxxxxx, Xx.
Title:		Secretary
Southern UTE Permanent Fund
By:		Banc One High Yield Partners, LLC
By:		/s/ Xxxxx X. Xxxxxxxx, Xx.
Name:		Xxxxx X. Xxxxxxxx, Xx.
Title:		Manager
WCI Steel, Inc. Defined Pension Benefit Plan
By:		Banc One High Yield Partners, LLC
By:		/s/ Xxxxx X. Xxxxxxxx, Xx.
Name:		Xxxxx X. Xxxxxxxx, Xx.
Title:		Manager

THIRD PARTY INVESTORS

Xxxxxx X. Xxxxxxxxxxx Trust
By:		/s/ Xxxxxx X. Xxxxxxxxxxx
Name:		Xxxxxx X. Xxxxxxxxxxx
Title:		Trustee
Fledgling Associates LLC
By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Manager
J Xxxxxx Investments LLC
By:		Berlin Financial, Ltd., its investment advisor
/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Managing Member