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Exhibit 10.1
FIRST AMENDMENT AGREEMENT
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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 Agent ("Agent") and the banking institutions
listed on Schedule 1 to the Credit Agreement, as hereinafter defined ("Banks"):
WHEREAS, Borrower, Agent and the Banks are parties to a certain Credit
Agreement dated as of May 15, 1998, as it may from time to time be amended,
restated or otherwise modified, which provides, among other things, for loans,
letters of credit, and other financial accommodations aggregating Two Hundred
Fifteen Million Dollars ($215,000,000), all upon certain terms and conditions
stated therein ("Credit Agreement");
WHEREAS, Borrower, Agent and the Banks desire to amend the Credit
Agreement to modify certain provisions thereof; and
WHEREAS, each term used herein shall be defined in accordance with the
Credit Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and for other valuable considerations, Borrower,
Agent and the Banks hereby agree as follows:
1. Upon (a) execution of this First Amendment Agreement by all of the
parties hereto, (b) execution of the Assignment and Acceptance Agreement between
Agent and Bank One, NA, and (c) execution of the Assignment and Acceptance
Agreement between Agent and The Bank of Nova Scotia, the first paragraph of the
Credit Agreement shall be amended to add the following new sentence at the end
thereof and Bank One, NA and The Bank of Nova Scotia shall thereafter be deemed
to be Co-Agents, as defined in the Credit Agreement, thereunder:
Also parties to this Agreement are Bank One, NA, 000 Xxxxxxxx Xxxxxx, 0xx
Xxxxx Xxxxxxxxx, Xxxx 00000 and The Bank of Nova Scotia, Suite 2700, 000
Xxxxxxxxx Xxxxxx XX, Xxxxxxx, XX 00000 (collectively, "Co-Agents" and
each individually a "Co-Agent"). As used in this Agreement, the term
"Agent" shall not include Co-Agent.
2. Article I of the Credit Agreement is hereby amended by deleting the
definitions of "Global Reorganization", "Hedge Agreement", "Interest Period",
"Mortgaged Real Property" and "Note" in their entirety and by substituting in
place thereof the following:
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"Global Reorganization" shall mean the transfer of at least
ninety percent (90%) of direct ownership of all Global Domestic
Subsidiaries to one (1) or more Oglebay Domestic Subsidiaries.
"Hedge Agreement" shall mean any currency swap or hedge
agreement, interest rate swap, cap, collar or floor agreement, or other
interest rate management device entered into by Borrower with any
financial institution.
"Interest Period" shall mean, with respect to any LIBOR Loan,
the period commencing on the date such LIBOR Loan is made and ending on
the last day of such period, as selected by Borrower pursuant to the
provisions hereof, and, thereafter, each subsequent period commencing on
the last day of the immediately preceding Interest Period and ending on
the last day of such period, as selected by Borrower pursuant to the
provisions hereof. The duration of each Interest Period for any LIBOR
Loan shall be one (1) month, two (2) months, three (3) months, or six
(6) months, in each case as Borrower may select upon notice, as set
forth in Section 2.2 hereof, provided that: (a) if Borrower fails to so
select the duration of any Interest Period, Borrower shall be deemed to
have converted such LIBOR Loan to a Prime Rate Loan at the end of the
then current Interest Period; (b) Borrower may not select any Interest
Period for a LIBOR Loan which ends after any date when principal is due
on such LIBOR Loan; and (c) during the period of time commencing on July
17, 1998 and ending on July 24, 1998, Borrower may elect an Interest
Period of one (1) week so long as such Interest Period ends on or before
July 31, 1998.
"Mortgaged Real Property" shall mean each of the parcels of real
property as set forth on Schedule 2 hereto, or interests therein, owned
or leased by a Pledgor, in each case together with all of such Pledgor's
right, title and interest in the improvements and buildings thereon and
all appurtenances, easements or other rights belonging thereto.
"Note" shall mean any Revolving Credit Note, the Swing Line Note
or any other note delivered pursuant to this Agreement.
3. Article I of the Credit Agreement is hereby amended by adding the
following new definition after the definition of "Release":
"Replacement Subordinated Documentation" shall mean any
documentation executed by Borrower in connection with any replacement of
the Subordinated Note Purchase Agreement or the replacement of the
Subordinated Indebtedness incurred pursuant to the Subordinated Note
Purchase Agreement, including, but not limited to, any Permanent
Financing (as defined in the Subordinated Note Purchase Agreement), as
the same may be, with the prior written consent of Agent, which consent
shall not be unreasonably withheld, from time to time amended, restated
or otherwise modified or replaced.
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4. The Credit Agreement is hereby amended by adding a new Section 2.9 as
follows:
SBCTION 2.9.PARTIAL RELEASE OF MORTGAGED REAL PROPERTY. Borrower
shall have the right at any time to request that Agent, on behalf of the
Banks, release the Lien of Agent, for the benefit of the Banks, on any
of the Mortgaged Real Property or any part thereof under the following
conditions:
(a) Borrower shall submit a written request to Agent no
fewer than ten (10) Business Days prior to the proposed date of
release, describing the Mortgaged Real Property, or portion
thereof, that Borrower is seeking to have released (the
"Released Parcel") by legal description, with such request to
state (i) the proposed sale price, if any, or any other
available information regarding the fair market value of the
Released Parcel, (ii) the current use of the Released Parcel,
(iii) that such Released Parcel is no longer necessary to the
operation of any Company's business and (iv) that the business
of the Companies can continue to be operated profitably with the
remainder of the Mortgaged Real Property;
(b) the Companies agree to, and do in fact, substitute
as security any and all property, if any, acquired in exchange
for the Released Parcel or acquired with the proceeds received
from the sale of such Released Parcel; and
(c) Agent determines, in its reasonable discretion, that
such release of the Released Parcel will not have a material
adverse effect on the collateral securing the Debt or on any
Company's ability to profitably conduct its business with the
remainder of the Mortgaged Real Property.
Upon the satisfaction of all of the foregoing, Agent, on behalf of the
Banks, and Borrower shall execute such releases, agreements and other
items as may be deemed necessary by Agent.
5. Section 4.2(b) of the Credit Agreement is hereby amended by deleting
the number "seven (7)" and by substituting in place thereof the number
"twenty-one (21)".
6. The first two lines of Section 4.2(c) of the Credit Agreement are
hereby amended by deleting the words "On the Global Control Date" and inserting
in place thereof the words "on or before September 15, 1998".
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7. The Credit Agreement is hereby amended by deleting Section 4.2(d)
thereof in its entirety and by substituting in place thereof the following:
(d) GLOBAL REORGANIZATION. On or before August 31, 1998,
Borrower shall have provided evidence to Agent that the Global
Reorganization has occurred.
8. The Credit Agreement is hereby amended by deleting Section 4.2(g)
thereof in its entirety and by substituting in place thereof the following:
(g) PREFERRED SHIP MORTGAGE. On or before (i) September 15,
1998, Borrower shall have executed and delivered to Agent a Preferred
Ship Mortgage with respect to the Columbia Star, and (ii) August 15,
1998, Borrower shall have caused to be filed a Preferred Ship Mortgage
with respect to the Wolverine and the Xxxxx X. Xxxxxx.
9. The Credit Agreement is hereby amended by deleting Section 4.2(j)
thereof in its entirety and by substituting in place thereof the following:
(j) REAL ESTATE MATTERS. Borrower shall have delivered to Agent
all of the following on or before August 31, 1998, with respect to the
Mortgaged Real Property owned by a Pledgor other than a Global Stone
Pledgor, and on or before September 15, 1998 with respect to the
Mortgaged Real Property owned by a Global Stone Pledgor:
(i) a commitment for the issuance of a Loan Policy of
title insurance, ALTA 1970 Form B (amended 10/17/70 and
10/17/84) issued to Agent for the benefit of the Banks by
Chicago Title Insurance Company, in an amount equal to the fair
market value of the applicable Mortgaged Real Property, showing
title to such Mortgaged Real Property to be free and clear of
all defects and encumbrances except real estate taxes not yet
due, assessments, zoning and comparable governmental
restrictions and such other matters of record as are acceptable
to Agent, in its reasonable discretion;
(ii) copies of all underlying title documents,
including, without limitation, prior title policies, deeds, and
legal descriptions in the possession or control of Borrower or
any Pledgor;
(iii) copies of all environmental reports, inspections,
studies, test results and any other environmental information
with respect to the Mortgaged Real Property and the improvements
located thereon in the possession or control of Borrower or any
Pledgor;
(iv) such other information in the possession or control
of Borrower or a Pledgor relating to the ownership, use,
occupancy, operation or maintenance
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of the Mortgaged Real Property as Agent may request from time to
time, including, without limitation, copies of all written
inspections, reports, test results, correspondence and
management reports received or sent by Borrower or any Pledgor
that relate in any material respect to the operation of the
Mortgaged Real Property, or any part thereof; and
(v) evidence, to Agent's satisfaction, in Agent's
reasonable discretion, that no portion of the Mortgaged Real
Property is located in a Special Flood Hazard Area or is
otherwise classified as Class A or Class BX on the Flood Maps
maintained by the Federal Emergency Management Agency.
10. The Credit Agreement is hereby amended by deleting Section 5.17(b)
thereof in its entirety and by substituting in place thereof the following:
(b) Borrower shall provide notice to Agent contemporaneously
with any notice provided to the Purchaser (as defined in the
Subordinated Note Purchase Agreement or any similarly defined term under
any Replacement Subordinated Documentation) under the Subordinated Note
Purchase Agreement or any Replacement Subordinated Documentation.
11. The Credit Agreement is hereby amended by deleting Section 5.24
thereof in its entirety and by substituting in place thereof the following:
SECTION 5.24. RESTRICTED PAYMENTS. No Company shall (i) make any
payment, including, but not limited to, any prepayment, mandatory
redemption or optional redemption of any kind, or (ii) exercise any
right of defeasance or covenant defeasance or similar right, with
respect to any Subordinated Indebtedness, except that if no Unmatured
Event of Default (other than with respect to subpart (a) hereof only) or
Event of Default shall then exist or immediately thereafter shall begin
to exist:
(a) Borrower may make regularly scheduled payments of interest
with respect to any Subordinated Indebtedness;
(b) Borrower shall pay in full the Indebtedness of Global Stone
pursuant to the Global Stone Trust Indenture in accordance with Section
4.2(h) hereof and
(c) Borrower may prepay the entire outstanding principal balance
of any Subordinated Indebtedness so long as (i) Borrower shall have
provided Agent with at least ten (10) days written notice (or such
shorter period as to which Agent shall agree) prior to the proposed date
of repayment; (ii) the Subordinated Indebtedness being prepaid is being
prepaid solely with the proceeds of new Subordinated Indebtedness; (iii)
Borrower shall have provided Agent with all documentation relating to
such new Subordinated Indebtedness at least ten (10) days prior to the
proposed date of repayment, which documents shall be in form and
substance reasonably satisfactory to
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Agent (it being understood that covenants and events of default
substantially similar, in the reasonable opinion of Agent, to those set
forth in Articles VIM, VII and IX, including the definitions relating
thereto, of the Subordinated Note Purchase Agreement are satisfactory to
Agent); and (iv) such new Subordinated Indebtedness shall be subject to
a Subordination Agreement, in form and substance reasonably satisfactory
to Agent (it being understood that provisions substantially similar, in
the reasonable opinion Agent, to those set forth in Articles X and XI of
the Subordinated Note Purchase Agreement, including the definitions
relating thereto, are satisfactory to Agent).
12. The Credit Agreement is hereby amended by deleting Section 5.29
thereof in its entirety and by substituting in place thereof the following:
SECTION 5.29. GUARANTY OF SUBORDINATED INDEBTEDNESS; No Company
shall be or become a Guarantor of the Subordinated Indebtedness under
the Subordinated Note Purchase Agreement or under any Replacement
Subordinated Documentation unless such Company is also a Pledgor
hereunder.
13. The Credit Agreement is hereby amended by adding a new Section 5.30
as follows:
SECTION 5.30. POST CLOSING MORTGAGED REAL PROPERTY COVENANTS.
(a) If, in the opinion of Agent, any title commitment provided
by Borrower to Agent pursuant to subpart (j)(i) of Section 4.2 hereof
discloses title conditions which Agent determines, in its reasonable
discretion, may materially impact the value of any Mortgaged Real
Property or Agent's ability to realize on such Mortgaged Real Property
upon the occurrence of an Event of Default, Borrower shall provide to
Agent with respect to such Mortgaged Real Property, or such thereof as
Agent, in its reasonable discretion, may require, at Borrower's cost and
expense, a Loan Policy of title insurance, ALTA 1970 Form B (amended
10/17/70 and 10/17/84) issued by Chicago Title Insurance Company
(collectively, the "Loan Policies" and individually, a "Loan Policy") in
an amount equal to the fair market value of such Mortgaged Real Property
insuring each mortgage or deed of trust, as appropriate, to be a valid
first priority lien on such Mortgaged Real Property, free and clear of
all defects and encumbrances except such matters of record as are
acceptable to Agent, in its reasonable discretion, with such
endorsements and affirmative insurance as Agent, in its reasonable
discretion, may require. If Agent shall require Borrower to deliver a
Loan Policy of Title Insurance for any or all of the Mortgaged Real
Property, Agent shall notify Borrower in writing of such requirement,
the reason therefore, and the specific Mortgaged Real Property for which
a Loan Policy of Title Insurance is being requested and Borrower shall,
within thirty (30) days after receipt of such written notice, deliver
the required Loan Policy or Loan Policies to Agent.
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(b) If, in the opinion of Agent, either: (i) the information
provided by Borrower pursuant to subpart (j)(iii) of Section 4.2 hereof
with respect to any Mortgaged Real Property indicates or suggests the
existence of an environmental condition or a potential environmental
condition on such Mortgaged Real Property that requires further inquiry
or study, or (ii) Borrower fails or is unable to provide any relevant
environmental information regarding the environmental condition of any
Mortgaged Real Property, Borrower shall provide to Agent with respect to
each Mortgaged Real Property, or such thereof as Agent, in its
reasonable discretion, may require, at Borrower's cost and expense,
environmental reports or studies prepared by environmental engineering
firms acceptable to Agent (the "Reports"), which Reports shall be in
form and substance acceptable to Agent, in its sole discretion. If Agent
shall require Borrower to deliver the Reports, Agent shall notify
Borrower in writing of such requirement, the reason therefore, and the
type of environmental report or study required, and Borrower shall,
within sixty (60) days after receipt of such notice, deliver the
required Reports to Agent.
(c) If Agent shall determine that there is any question or
dispute regarding any boundary of any Mortgaged Real Property, or any
part thereof, that may materially impact the value of such Mortgaged
Real Property or Agent's ability to realize on such Mortgaged Real
Property upon the occurrence of an Event of Default, then, within thirty
(30) days after Borrower's receipt of a request from Agent, Borrower
shall initiate such action as Borrower deems appropriate to cure the
dispute (to Agent's reasonable satisfaction) and provide Agent with
periodic updates (and as may be requested by Agent) as to the status of
the disputed boundary.
(d) If Agent shall determine that there is any question or
dispute as to the zoning of any Mortgaged Real Property, or any part
thereof, that may materially impact the value of such Mortgaged Real
Property or Agent's ability to realize on such Mortgaged Real Property
upon the occurrence of an Event of Default, then, within thirty (30)
days after Borrower's receipt of a request from Agent, Borrower shall
provide evidence satisfactory to Agent that Borrower has initiated and
is diligently proceeding to comply with all building and zoning codes
applicable to such Mortgaged Real Property, or such thereof as Agent may
require; provided that in no event shall Borrower fail to be in
compliance more than one hundred fifty (150) days after receipt of such
request from Agent.
14. The Credit Agreement is hereby amended by deleting Section 6.23
thereof in its entirety and by substituting in place thereof the following:
SECTION 6.23. SUBORDINATED NOTE PURCHASE AGREEMENT. (a) No Event
of Default (as defined in the Subordinated Note Purchase Agreement or
any Replacement Subordinated Documentation) or Default (as defined in
the Subordinated Note Purchase Agreement or any Replacement Subordinated
Documentation) or event or condition that with the passage of time or
the giving of notice or both would constitute a default or event or
default under the Subordinated
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Note Purchase Agreement or any Replacement Subordinated Documentation
exists, nor will any such Event of Default, Default, event of default or
default exist immediately under the Subordinated Note Purchase Agreement
or any Replacement Subordinated Documentation, or any agreement executed
in connection therewith after the granting of any Loan; (b) no Company
has "incurred" (as defined in the Subordinated Note Purchase Agreement
or any similar term as referenced or defined in any Replacement
Subordinated Documentation) any Designated Senior Indebtedness (as
defined in the Subordinated Note Purchase Agreement or any similar term
as referenced or defined in any Replacement Subordinated Documentation),
other than the Debt; and (c) no Company has "incurred" (as defined in
the Subordinated Note Purchase Agreement or any similar term as
referenced or defined in any Replacement Subordinated Documentation)
either prior to or after the granting of any Loan, any Indebtedness (as
defined in the Subordinated Note Purchase Agreement or any similar term
as referenced or defined in any Replacement Subordinated Documentation)
in violation of Section 6.8 (Limitation on Additional Indebtedness) of
the Subordinated Note Purchase Agreement or any similar section of any
Replacement Subordinated Documentation.
15. The Credit Agreement is hereby amended by deleting Section 7.12
thereof in its entirety and by substituting in place thereof the following:
SECTION 7.12. SUBORDINATED NOTE PURCHASE AGREEMENT. If (a) any
Event of Default (as defined in the Subordinated Note Purchase Agreement
or any similar term as referenced or defined in any Replacement
Subordinated Documentation), or any event or condition that with the
lapse of time or the giving of notice or both would constitute an Event
of Default (as defined in the Subordinated Note Purchase Agreement or
any similar term as referenced or defined in any Replacement
Subordinated Documentation), shall exist under the Subordinated Note
Purchase Agreement or any Replacement Subordinated Documentation or any
agreement executed in connection therewith; (b) without the prior
written consent of Agent, the Subordinated Note Purchase Agreement or
any Replacement Subordinated Documentation shall be amended or modified
in any respect; (c) the Indebtedness incurred in connection with the
Subordinated Note Purchase Agreement or any Replacement Subordinated
Documentation shall be accelerated for any reason; (d) any Company
incurs (as defined in the Subordinated Note Purchase Agreement or any
similar term as referenced or defined in any Replacement Subordinated
Documentation) any Designated Senior Indebtedness (as defined in the
Subordinated Note Purchase Agreement or any similar term as referenced
or defined in any Replacement Subordinated Documentation) other than the
Debt; or (e) Borrower exercises any rights of optional redemption,
defeasance, covenant defeasance or similar right under the Subordination
Note Purchase Agreement or any Replacement Subordinated Documentation.
16. The Credit Agreement is hereby amended by deleting Section 9.6
thereof in its entirety and by substituting in place thereof the following:
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SECTION 9.6 KNOWLEDGE OF DEFAULT. It is expressly understood and
agreed that Agent shall be entitled to assume that no Unmatured Event of
Default or Event of Default has occurred and is continuing, unless Agent
has been notified by a Bank or a Company in writing that such Bank or
Company, as the case may be, believes that an Unmatured Event of Default
or Event of Default has occurred and is continuing and specifying the
nature thereof.
17. Borrower has notified Agent that certain provisions of the financing
agreement (under Title XI of the United States Code) relating to the vessel, the
"Columbia Star" need to be amended (or waived) in order to take into account the
Credit Agreement and the indebtedness incurred thereunder. Borrower has
requested that Agent and the Banks temporarily waive any breach of such
financing agreement that results from the Credit Agreement and the indebtedness
incurred thereunder until September 30, 1998 in order to give Borrower time to
negotiate and finalize documentation relating thereto. Agent and the Banks are
willing to grant and hereby grant such temporary waiver expressly on the
condition that no action whatsoever is taken under such financing agreement to
accelerate or collect the indebtedness thereunder or to enforce or proceed to
enforce or assert any rights or remedies of the lender under such financing
agreement.
18. Concurrently with the execution of this First Amendment Agreement,
Borrower shall:
(a) cause each Pledgor to consent and agree to and acknowledge the terms
of this First Amendment Agreement; and
(b) pay all legal fees and expenses of Agent in connection with this
First Amendment Agreement.
19. Borrower hereby represents and warrants to Agent and the Banks that
(a) Borrower has the legal power and authority to execute and deliver this First
Amendment Agreement; (b) the officers executing this First Amendment Agreement
have been duly authorized to execute and deliver the same and bind Borrower with
respect to the provisions hereof; (c) the execution and delivery hereof by
Borrower and the performance and observance by Borrower of the provisions hereof
do not violate or conflict with the organizational agreements of Borrower or any
law applicable to Borrower or result in a breach of any provision of or
constitute a default under any other agreement, instrument or document binding
upon or enforceable against Borrower; (d) no Unmatured Event of Default or Event
of Default exists under the Credit Agreement, nor will any occur immediately
after the execution and delivery of the First Amendment Agreement or by the
performance or observance of any provision hereof; (e) neither Borrower nor any
Pledgor is aware of any claim or offset against, or defense or counterclaim to,
any of Borrower's or any Pledgor's obligations or liabilities under the Credit
Agreement or any Related Writing; and (f) this First Amendment Agreement
constitutes a valid and binding obligation of Borrower in every respect,
enforceable in accordance with its terms.
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20. Each reference that is made in the Credit Agreement or any other
writing to the Credit Agreement shall hereafter be construed as a reference to
the Credit Agreement as amended hereby. Except as herein otherwise specifically
provided, all provisions of the Credit Agreement shall remain in full force and
effect and be unaffected hereby. This First Amendment Agreement is a Related
Writing as defined In the Credit Agreement.
21. Borrower and each Pledgor, by signing below, hereby waives and
releases Agent and each of the Banks and their respective directors, officers,
employees, attorneys, affiliates and subsidiaries from any and all such claims,
offsets, defenses and counterclaims of which Borrower and any Pledgor is aware,
such waiver and release being with full knowledge and understanding of the
circumstances and effect thereof and after having consulted legal counsel with
respect thereto.
22. This First Amendment Agreement may be executed in any number of
counterparts, by different parties hereto in separate counterparts and by
facsimile signature, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement.
23. The rights and obligations of all parties hereto shall be governed
by the laws of the State of Ohio, without regard to principles of conflicts of
laws.
[Remainder of page intentionally left blank.]
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24. JURY TRIAL WAIVER. BORROWER, PLEDGORS, AGENT AND EACH OF THE BANKS
WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR
ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.
Address: 0000 Xxxxxxxx Xxxxxx XXXXXXX XXXXXX COMPANY
Xxxxxxxxx, Xxxx 00000
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Treasurer
Address: 127 Public Square KEYBANKNATIONAL ASSOCIATION
Xxxxxxxxx, XX 00000-0000 as Agent and as a Bank
Attn: Large Corporate Group
By /s/ Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx,
Senior Vice President
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The undersigned consent and agree to and acknowledge the terms of this
First Amendment Agreement.
Oglebay Norton Holding Company
ONCO Investment Company
Oglebay Norton Industrial Minerals, Inc.
Oglebay Norton Management Company
Oglebay Norton Industrial Sands, Inc.
Colorado Silica Sand, Inc.
Oglebay Norton Terminals, Inc.
Oglebay Norton Engineered Materials, Inc.
Oglebay Norton Acquisition Company
Global Stone Port Inland, Inc.
Xxxxxxxx Development Company
Western Wisconsin Materials, Inc.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx as Treasurer of each of
the companies listed above
Texas Mining, LP
By: Oglebay Norton Industrial Sands, Inc.,
General Partner
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Treasurer
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