8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 15, 2004

OGLEBAY NORTON COMPANY

(Exact name of registrant as specified in its charter)

OHIO	000-32665	34-1888342
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

North Point Tower 1001 Lakeside Avenue, 15th Floor Cleveland, OH	44114-1151
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (216) 861-3300

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Pursuant to the requirements of the Securities Exchange Act of 1934, Oglebay Norton Company (the “Company”) hereby re-files:

(a) the Commitment Agreement, dated as of February 23, 2004, by and among the Company, certain holders of the Company’s 10% Senior Subordinated Notes due 2009, and certain third party accredited investors Amendment No. 1 to Commitment Agreement, dated as of June 29, 2004, by and among the Company, certain holders of the Company’s 10% Senior Subordinated Notes due 2009, and certain third party accredited investors (originally filed as Exhibit 10.57 to the Company’s Registration Statement on Form S-1 (Commission No. 333-115513) filed on May 14, 2004) (the “Commitment Agreement”),

(b) Amendment No. 1 to Commitment Agreement, dated as of June 29, 2004, by and among the Company, certain holders of the Company’s 10% Senior Subordinated Notes due 2009, and certain third party accredited investors (originally filed as Exhibit 10.2 to its Current Report on Form 8-K filed November 19, 2004) (“Amendment No. 1”),

(c) Amendment No. 2 to Commitment Agreement, dated as of November 15, 2004, by and among the Company, certain holders of the Company’s 10% Senior Subordinated Notes due 2009, and certain third party accredited investors (originally filed as Exhibit 10.3 to its Current Report on Form 8-K filed November 19, 2004 and later filed as Exhibit 10.3 to its Current Report on Form 8-K/A filed November 19, 2004) (“Amendment No. 2”), and

(d) Amendment No. 3 to Commitment Agreement, dated as of November 23, 2004, by and among the Company, certain holders of the Company’s 10% Senior Subordinated Notes due 2009, and certain third party accredited investors (originally filed as Exhibit 10.1 to its Current Report on Form 8-K filed November 29, 2004) (“Amendment No. 3” and collectively with the Commitment Agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Agreement”),

in order to (i) correct the identity of certain entities party to the Agreement and (ii) accurately reflect the respective beneficial ownership of 10% Senior Subordinated Notes due 2009 of such entities as well as the commitment amounts and commitment fees of these same entities under the Agreement.

In addition, as of December 20, 2004, the Company and the parties to the Agreement entered into a further amendment to the Agreement (“Amendment No. 4”) to, among other things, (a) change the date prior to which the registration statement in connection with the rights offering contemplated in the Agreement must be declared effective from December 15, 2004 to December 30, 2004, (b) change the date on which the non-completion of the restructuring transactions contemplated in the Agreement will become a termination event for purposes of the Agreement from January 15, 2005 to January 31, 2005, and (c) amend Schedule 1 of the Agreement to correct the identity of certain entities party to the Agreement and to amend and restate the respective beneficial ownership of 10% Senior Subordinated Notes due 2009 of such entities as well as the commitment amounts and commitment fees of each of the parties to the Agreement as of the date of Amendment No. 4. A copy of Amendment No. 4 is filed as Exhibit 10.5 to this Form 8-K/A and incorporated herein by this reference.

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Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

10.1	Commitment Agreement, dated as of February 23, 2004, by and among the Company, certain holders of the Company’s 10% Senior Subordinated Notes due 2009, and certain third party accredited investors.
10.2	Amendment No. 1 to Commitment Agreement, dated as of June 29, 2004, by and among the Company, certain holders of the Company’s 10% Senior Subordinated Notes due 2009, and certain third party accredited investors.
10.3	Amendment No. 2 to Commitment Agreement, dated as of November 15, 2004, by and among the Company, certain holders of the Company’s 10% Senior Subordinated Notes due 2009, and certain third party accredited investors.
10.4	Amendment No. 3 to Commitment Agreement, dated as of November 23, 2004, by and among the Company, certain holders of the Company’s 10% Senior Subordinated Notes due 2009, and certain third party accredited investors.
10.5	Amendment No. 4 to Commitment Agreement, dated as of December 20, 2004, by and among the Company, certain holders of the Company’s 10% Senior Subordinated Notes due 2009, and certain third party accredited investors.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OGLEBAY NORTON COMPANY
By:	/s/ Rochelle F. Walk
Name:	Rochelle F. Walk
Title:	Vice President, Secretary and General Counsel

Date: December 20, 2004

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EXHIBIT INDEX

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

10.1	Commitment Agreement, dated as of February 23, 2004, by and among the Company, certain holders of the Company’s 10% Senior Subordinated Notes due 2009, and certain third party accredited investors (incorporated herein by reference to Exhibit 10.57 to the Company’s Registration Statement on Form S-1 (Commission No. 333-115513) filed on May 14, 2004).
10.2	Amendment No. 1 to Commitment Agreement, dated as of June 29, 2004, by and among the Company, certain holders of the Company’s 10% Senior Subordinated Notes due 2009, and certain third party accredited investors.
10.3	Amendment No. 2 to Commitment Agreement, dated as of November 15, 2004, by and among the Company, certain holders of the Company’s 10% Senior Subordinated Notes due 2009, and certain third party accredited investors.
10.4	Amendment No. 3 to Commitment Agreement, dated as of November 23, 2004, by and among the Company, certain holders of the Company’s 10% Senior Subordinated Notes due 2009, and certain third party accredited investors.
10.5	Amendment No. 4 to Commitment Agreement, dated as of December 20, 2004, by and among the Company, certain holders of the Company’s 10% Senior Subordinated Notes due 2009, and certain third party accredited investors.

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EX-10.1

Exhibit 10.1

EXECUTION COPY

COMMITMENT AGREEMENT

This Commitment Agreement (this “Agreement”), dated as of February 23, 2004, is entered into by and among Oglebay Norton Company, an Ohio corporation (the “Company”), holders of Subordinated Notes (as defined herein) signatories hereto and any other holders of Subordinated Notes that become a party hereto (each, a “Noteholder” and, collectively, the “Noteholders”) and certain third party accredited investors signatory hereto (the “Third Party Investors,” and together with the Noteholders, the “Subscribers”).

PRELIMINARY STATEMENTS

A. The Company and its subsidiaries propose to consummate a plan of reorganization (the “Plan”) in cases filed under chapter 11 of title 11 of the United States Code (the “Chapter 11 Cases”), on terms and conditions consistent in all material respects with this Agreement, the Silver Point Commitment Letter (defined below) and the Term Sheet (defined below)(the “Restructuring Terms”).

B. Contemporaneously with the execution of this Agreement, Silver Point Finance, LLC (“Silver Point”) and the Company have entered into a letter agreement pursuant to which Silver Point has committed to provide a $305,000,000 debtor-in-possession and exit financing (the “DIP/Exit Facility”) to the Company (the “Silverpoint Commitment Letter”).

C. Under the terms and upon the effective date of the Plan, (i) existing classes of equity in the Company and interests therein will be cancelled and the holders thereof will receive the treatment provided for in the Term Sheet, and (ii) the Company’s 10% Senior Subordinated Notes due 2009 (the “Subordinated Notes”) will be cancelled and the Company will, in exchange therefor, issue shares of common stock (the “Common Stock”). The holders of the Subordinated Notes will have the right to subscribe for shares of convertible preferred stock of the reorganized Company (the “Preferred Shares”) having the rights and preferences set forth in the Term Sheet attached hereto as Exhibit A (the “Term Sheet”). The Subscribers believe that the MLO earn-out contract claims under the Interest Purchase Agreement among the Company, Johnson Mining Inc., The Cary Mining Company Inc., Michigan Minerals Associates, Inc, and Michigan Limestone Operations Limited Partnership, dated April 14, 2000 (the “MLO Contract”), should be rejected, provided that the Company will retain its ability to seek assumption of such claims either through the Plan or by assumption motion and, provided, further that the Requisite Subscribers (defined below) may terminate this Agreement if they do not approve such assumption.

D. Under the terms of the Plan, the Company will implement, among other things, an offering (the “Offering”) registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Company will extend to holders of the Subordinated Notes and the Third Party Investors the right to purchase Preferred Shares for an aggregate purchase price of $80 million.

E. The Noteholders hold the principal amount of Subordinated Notes set forth opposite their respective names on the signature pages to this Agreement, which represents 40.3% of the aggregate amount of Subordinated Notes outstanding.

F. The proceeds from the issuance of the Preferred Shares will be used to fund the redemption of the Company’s outstanding Senior Secured Notes due 2008 (the “Senior Notes”) pursuant to the Plan as set forth in this Agreement, the Term Sheet and the Silver Point Commitment Letter.

STATEMENT OF AGREEMENT

In consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Commitments; Purchase Price.

(a) Each Noteholder agrees to subscribe for and purchase that number of Preferred Shares having an aggregate Purchase Price (defined below) equal to such Noteholder’s pro rata share of the total number of Preferred Shares issuable pursuant to the Offering based on such Noteholders respective beneficial ownership of the total amount of outstanding Subordinated Notes (the “Basic Commitment Amount”). In addition, each Noteholder and each Third Party Investor agrees to subscribe for and purchase (the “Standby Commitment”) Preferred Shares issuable pursuant to the Offering that are not subscribed for and purchased by holders of the Subordinated Notes other than the Noteholders (“Unsubscribed Shares”) having an aggregate Purchase Price (the “Standby Commitment Amount”) determined as follows: (i) each Noteholder’s Standby Commitment shall equal up to that number of Unsubscribed Shares having an aggregate Purchase Price equal to the difference between (x) such Noteholder’s Commitment Amount set forth opposite its name on the signature page of this Agreement and (y) such Noteholder’s Basic Commitment Amount; and (ii) each Third-Party Investor’s Standby Commitment shall equal up to that number of Unsubscribed Shares having an aggregate Purchase Price equal to such Third-Party Investor’s Commitment Amount set forth opposite its name on the signature page of this Agreement. If the aggregate Purchase Price of the Unsubscribed Shares is less than the aggregate Standby Commitment Amounts of the Noteholders and Third-Party Investors, the Unsubscribed Shares shall be allocated to the Noteholders and the Third-Party Investors pro rata based upon the amounts of their respective Standby Commitment Amounts. For the avoidance of doubt, in no event shall any Subscriber be obligated to purchase Preferred Shares for an aggregate Purchase Price in excess of such Subscriber’s Commitment Amount.

(b) The purchase price of the Preferred Shares sold to the Subscribers pursuant to this Agreement shall be at the price and terms offered to the offerees pursuant to the Offering (the “Purchase Price”), provided that the aggregate gross Purchase Price for all Preferred Shares offered and sold to the Subscribers shall not exceed $80 million (unless otherwise agreed to by the Subscribers after good faith negotiations with the Company).

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(c) Use of Proceeds. All proceeds from the issuance and sale of the Preferred Shares will be applied by the Company to the redemption of the Senior Notes.

2. Registration of Shares. The offer and sale of the Preferred Shares will be registered under the Securities Act. The Company agrees to promptly seek the approval of the Bankruptcy Court for the Offering and, unless waived by Subscribers representing two-thirds of the aggregate Commitment Amounts pursuant to this Agreement (the “Requisite Subscribers”), to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement under the Securities Act with respect to the Offering of the Preferred Shares (the “Registration Statement”) as soon as practicable after the filing of its petition in the Chapter 11 Cases and to use its best efforts to cause the Registration Statement to become effective as soon as possible thereafter and, in any event, prior to August 23, 2004 (or such other date as may be reasonably requested and agreed by the Requisite Subscribers). The Company will afford the Subscribers and their counsel and financial advisors the opportunity to review and comment on the Registration Statement and any amendments or supplements thereto prior to the filing thereof with the SEC. The terms and conditions of the Offering shall be consistent with the Restructuring Terms, including the deposit of the Purchase Price and stock certificates representing the Preferred Shares in escrow until the Effective Date or termination of the Plan.

3. Consideration for the Commitments; Satisfaction of the Commitment.

(a) In consideration for the Commitments, each Subscriber that is a Noteholder will be entitled to receive a fee, payable in cash on the Effective Date of the Plan, equal to (i) two percent (2%) of its Basic Commitment Amount and (ii) five percent (5%) of its Standby Commitment Amount, which payment shall be deemed to have been earned post-petition.

(b) In consideration for the Commitments, each Subscriber that is a Third Party Investor will be entitled to receive a fee, payable in cash on the Effective Date of the Plan, equal to five percent (5%) of such Third Party Investor’s Commitment Amount, which payment shall be deemed to have been earned post-petition.

(c) The Company shall pay the reasonable fees and out-of-pocket expenses of Jefferies & Company, Inc., the Subscribers’ financial advisor, and Stroock & Stroock & Lavan LLP, the Subscribers’ legal counsel, concurrently with the purchase of the Preferred Shares by the Subscribers.

(d) The Subscribers may, in their sole discretion, satisfy their respective Commitments directly and/or indirectly through one or more of their respective affiliates, separate accounts within their control, or investment funds under their or their respective affiliates’ management; provided, however, any such non-Subscriber entities shall be required to make the representations and warranties set forth in Section 5(b) (solely with respect to their satisfaction of the Commitments) to the Company.

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4. Representations and Warranties.

(a) On the date hereof and as of the Effective Date, the Company represents and warrants to the Subscribers as follows:

(i) The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Ohio. The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company. The Company has all requisite corporate power and authority to own, operate, and lease its properties and carry on its businesses as now conducted.

(ii) Each of the subsidiaries of the Company is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization. All of the outstanding shares of capital stock of each of the Company’s subsidiaries is duly authorized, validly issued, fully paid and nonassessable and all such shares are owned by the Company or another wholly-owned subsidiary of the Company (other than director’s qualifying shares).

(iii) The Company has the requisite corporate power and authority to execute and deliver this Agreement. This Agreement, the Plan, and the consummation and performance by the Company of the transactions contemplated by this Agreement and the Plan have been or will be duly authorized by all requisite corporate action. The Company has duly executed and delivered this Agreement. This Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effectiveness of the Plan and except as the enforceability of this Agreement may otherwise be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting the enforcement, of creditors’ rights generally, public policy and general equitable principles.

(iv) The execution, delivery and performance of this Agreement and the definitive documents implementing, achieving and relating to the Restructuring Terms (the “Definitive Documents”) by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been or will be as of the Effective Date of the Plan, duly and validly authorized by all necessary corporate action on the part of the Company and all required approvals of the Bankruptcy Court.

(v) The execution and delivery of this Agreement by the Company does not, and upon the effectiveness of the Plan, the consummation by the Company of the transactions contemplated hereby will not: (A) conflict with or violate the Certificate of Incorporation, bylaws or other organizational documents of the Company; (B) to the best of the Company’s knowledge, conflict with or violate any law, order or agreement applicable to the Company or by which any property or asset of the Company is bound or affected; or (C) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the loss of a benefit under, or give to others any right of purchase or sale, or any right of termination, amendment, acceleration, cancellation of, or result in the creation of a lien on any property or asset of the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation to which the Company is a party or by which the Company or any property or asset of the Company is bound or affected, except, in the case of clauses (B) and (C), for any such

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conflicts, violations, breaches, defaults, events, losses, payments, cancellations, encumbrances, or other occurrences that would not, individually or in the aggregate, have material adverse effect to the Company’s operations.

(vi) Except for the failure to pay interest when due on the Subordinated Notes and defaults under certain of its other indebtedness, to the best of the Company’s knowledge, the Company is not in conflict with, or in default or violation of, any law, order, or agreement applicable to the Company or by which any property or asset of the Company is bound or affected, except for such conflicts, defaults, or violations that are not, individually or in the aggregate, material to the Company.

(vii) No representation or warranty of the Company contained in this Agreement, and no statement relating to the Company contained in any other document, certificate or other instrument delivered or to be delivered by or on behalf of the Company pursuant to this Agreement, the Restructuring Terms or the Plan contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein or therein not misleading.

(b) Each Subscriber represents and warrants to the Company solely with respect to itself as follows:

(i) Such Subscriber is duly organized, validly existing, and in good standing under the laws of the state of its organization.

(ii) Such Subscriber has all requisite power and authority to execute and deliver this Agreement, and all requisite power, authority and financial ability to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all requisite action of such Subscriber. Such Subscriber has duly executed and delivered this Agreement. This Agreement is valid and legally binding obligation of such Subscriber, enforceable against the Subscriber in accordance with its terms, except that the enforceability of this Agreement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally, public policy and general equitable principles.

(iii) The execution and delivery of this Agreement by such Subscriber does not, and the consummation by such Subscriber of the transactions contemplated hereby will not, (A) conflict with or violate the applicable organizational documents of such Subscriber; (B) conflict with or violate any law, order or agreement applicable to such Subscriber; or (C) result in a breach of any contract, agreement or instrument by which such Subscriber is bound, except in the case of clauses (B) and (C) for any such conflicts, violations, breaches, defaults, events, losses, payments, cancellations, encumbrances, or other occurrences that are not, individually or in the aggregate, material to such Noteholder.

5. Additional Covenants.

(a) DIP/Exit Facility. The Company shall (i) continue its negotiation of the DIP/Exit Facility with Silver Point in ongoing consultation with the Subscribers, (ii) shall

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execute definitive agreements regarding the DIP/Exit Facility not inconsistent with the Silver Point Commitment Letter and otherwise acceptable in form and substance to the Subscribers (the “Definitive DIP/Exit Documents”) and (iii) shall comply with all covenants under the Definitive DIP/Exit Documents as in effect on the date of the final DIP/Exit order.

(b) No Solicitation. Without the prior written consent of the Requisite Subscribers, the Company shall not, directly or indirectly, through an officer, director, employee, representative or agent of the Company or its affiliates, and shall not permit any such officer, director, employee, representative or agent to seek, solicit, encourage or initiate (including by way of furnishing information, except to the extent the Company is advised by its counsel that it is required to do so to comply with its fiduciary duties) any inquiries or proposals regarding, or participate in negotiations or discussions concerning, any plan, proposal or offer of reorganization, restructuring or alternative financing other than the Plan or the Restructuring Terms (any of the foregoing inquiries or proposals being referred to herein as an “Alternative Proposal”), provided, however, that the Company may continue to engage in its ongoing negotiation of the Silver Point Commitment Letter in accordance with subsection (a) of this Section. Nothing in this Section shall prevent the Company, its affiliates and their respective officers and directors from taking any action in connection with an Alternative Proposal to the extent required to comply with its fiduciary obligations as set forth in Section 17 of this Agreement or the Bankruptcy Code.

(c) The Company shall promptly notify the Subscribers upon the receipt of any Alternative Proposal, any modification of or amendment to any Alternative Proposal, or of any request for non-public information relating to the Company in connection with an Alternative Proposal by any person or entity that informs the Board that it is considering making, or has made, an Alternative Proposal. Such notice to the Subscribers shall be made orally and in writing, and shall indicate the identity of the person making the Alternative Proposal or intending to make an Alternative Proposal or requesting non-public information, the terms of any such Alternative Proposal or modification or amendment to an Alternative Proposal, and whether the Company is providing or intends to provide access to such non-public information. The Company shall also notify the Subscribers if it enters into negotiations concerning an Alternative Proposal.

(d) Except pursuant to court order, the Company shall not enter into a definitive agreement with respect to an Alternative Proposal (i) without the prior written consent, in their sole discretion, of the Requisite Subscribers or (ii) unless this Agreement has been terminated in accordance with Section 7 of this Agreement.

(e) The Company hereby covenants that it will promptly deliver to the Subscribers, and each Subscriber hereby covenants that it will promptly deliver to the Company and any other unaffiliated Subscriber, written notice of any matter, event or development that would (i) render any representation or warranty made by it herein inaccurate or incomplete in any respect or (ii) constitute or result in a breach by it of, or a failure by it to comply with, any covenant herein.

(f) The Company shall furnish the Subscribers with copies of all notices, documents and other deliveries that the Company furnishes to Silver Point pursuant to the terms

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of the Silver Point Commitment Letter and the definitive agreements relating to the DIP/Exit Facility. In addition, the Company will furnish the Subscribers with such information regarding itself and its subsidiaries as the Subscribers may reasonably request.

(g) The parties agree that in the event the Company seeks the assumption of the MLO Contract either through the Plan or by assumption motion, then the Requisite Subscribers may terminate the Agreement pursuant to Section 7(a) hereof in the event they do not provide their prior written consent to such assumption.

6. Conditions Precedent.

(a) The obligation of each Subscriber to perform its obligations hereunder shall be subject to the following conditions which can be waived only by the Requisite Subscribers:

(i) the fees and expenses referred to in Section 3(c) hereof shall have been paid in full;

(ii) the Company shall continue its negotiation of the DIP/Exit Facility with Silver Point and shall execute the Definitive DIP/Exit Documents consistent in all material respects with the Silver Point Commitment Letter and otherwise acceptable in form and substance to the Subscribers;

(iii) the Plan, containing terms and conditions consistent in all material respects with the Restructuring Terms, including the DIP/Exit Facility, and otherwise containing terms and conditions reasonably satisfactory to the Subscribers, shall have been confirmed by the Bankruptcy Court;

(iv) all general unsecured claims (other than the MLO Contract claim, unless the Requisite Subscribers agree that such claim may be assumed pursuant to Section 5(g) hereof) will pass through bankruptcy as unimpaired claims;

(v) the order of the Bankruptcy Court confirming the Plan (the “Confirmation Order”) shall be reasonably acceptable in form and substance to the Subscribers, shall have been entered by the Bankruptcy Court, and shall be a final order;

(vi) the Plan shall be consummated on terms consistent in all material respects with the Restructuring Terms, the disclosure statement, plan supplement documents and the Definitive Documents shall be in form and substance reasonably satisfactory to the Subscribers, and any modifications to the Plan or the Restructuring Terms on or after the date hereof shall be in form and substance reasonably acceptable to the Subscribers;

(vii) the representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the date hereof and the Effective Date, with the same force and effect as though made on and as of such date, except to the extent that any representation or warranty is made as of a specified date, in which case such representation or warranty shall be true and correct as of such specified date, and the Company shall have performed or complied with, in all material respects, its covenants required to be

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performed or complied with under this Agreement (and the Company shall have delivered to the Subscribers a certificate signed by an authorized executive to the effect that each of the conditions specified in this subsection (a)(vi) is satisfied in all respects);

(viii) if applicable, any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated early;

(ix) 100% of the Preferred Shares are issued and sold pursuant to the Offering, this Agreement and the Term Sheet;

(x) the Registration Statement, if filed, shall have become effective and the issuance of the Preferred Shares issuable pursuant to the Offering and the shares of Common Stock issuable upon conversion thereof shall have been duly registered under the Securities Act;

(xi) the issuance of the shares of Common Stock to the holders of the Subordinated Notes in respect of the cancellation thereof in accordance with the Plan shall be exempt from the registration requirements of the Securities Act by virtue of Section 1145 of the Bankruptcy Code; and

(xii) the Company shall have entered into customary registration rights agreement with any Subscribers or other persons who may be deemed to be underwriters providing demand and piggy-back registration rights, subject to customary restrictions, and a stockholders agreement reasonably satisfactory in form and substance to the Requisite Subscribers.

(b) The obligation of the Company to perform its obligations hereunder shall be subject to the following conditions:

(i) the Bankruptcy Court shall have entered an order authorizing the Company to file the Registration Statement;

(ii) the Plan, in a form consistent in all material respects with the Restructuring Terms, shall have been confirmed by the Bankruptcy Court;

(iii) the Confirmation Order shall have been entered by the Bankruptcy Court, and shall be a final order;

(iv) the representations and warranties of the Subscribers contained herein shall be true and correct in all material respects on and as of the date hereof and the Effective Date, with the same force and effect as though made on and as of such date, except to the extent that any representation or warranty is made as of a specified date, in which case such representation or warranty shall be true and correct as of such specified date, and the Subscribers shall have performed or complied with, in all material respects, their covenants required to be performed or complied with under this Agreement; and

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(v) if applicable, any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated early.

7. Termination.

(a) The Requisite Committed Noteholders shall be entitled to terminate this Agreement and their obligations hereunder by giving two (2) business days’ written notice thereof to the Company in the event (i) the Company materially breaches this Agreement, (ii) satisfaction of the conditions set forth in Section 6(a) does not occur, (iii) a default or an event of default occurs under the Definitive DIP/Exit Documents or the Silver Point Commitment Letter or the Definitive DIP/Exit Facility is otherwise terminated, (iv) the Company or its affiliates or their respective officers, directors, employees, representatives or agents shall seek, solicit, encourage or initiate (including, except as provided in Section 5(b) above, by way of furnishing information) any inquiries or proposals regarding, or participate in negotiations or discussions concerning any Alternative Proposal, (v) the Company shall enter into a definitive agreement with respect to an Alternative Proposal without the prior written consent, in their sole discretion, of the Requisite Subscribers, (vi) the Company seeks the assumption of the MLO Contract either through the Plan or by assumption motion without the prior written consent of the Requisite Subscribers, or (vii) the Restructuring Transaction is not completed by August 31, 2004 (each, a “Termination Event”).

(b) Within the two (2) business days’ notice period, each Termination Event may be (i) cured, if curable, by the Company or (ii) waived by the written agreement of the Requisite Subscribers.

(c) If a Termination Event occurs which is not cured or waived in accordance with subsection (b) above and written notice of termination is provided as specified in herein, this Agreement shall terminate and, except for rights of the Subscribers under Section 16, which shall survive such termination, no party hereto shall have any continuing liability or obligation to pay any other party hereunder; provided however, that the Company and the Subscribers shall have all of the rights and remedies available under applicable law, including under this Agreement, and no such termination shall relieve the Subscribers or the Company or any of their subsidiaries from liability for breach or non-performance of their respective obligations hereunder prior to the date of such termination, and provided further, that if (X) the Subscribers terminate this Agreement pursuant to subsection (a)(v) of this Section or (Y) this Agreement is terminated or rejected by the Company for any reason other than the material breach by the Subscribers and prior to such termination an Alternative Proposal has been pending or made which Alternative Proposal is entered into or consummated prior to the Effective Date, then the Subscribers will be entitled to receive from the Company a payment of the fees payable in cash to Subscribers pursuant to Sections 3(a) and 3(b) hereof, which payment shall be deemed to have been earned post-petition, and shall be made concurrently with the effectiveness of any plan of reorganization.

(d) The Company may terminate or reject this Agreement if the Subscribers materially breach this Agreement or, prior to entering into an agreement regarding an Alternative Proposal, provided that (i) the Board of Directors of the Company has determined in good faith

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(based on the advice of its financial advisor and counsel) that the failure to take such action would be inconsistent with its fiduciary obligations set forth in Section 17 of this Agreement or under the Bankruptcy Code, (ii) the Company has given the Subscribers two (2) business days’ advance oral and written notice of the Company’s intention to enter into such an agreement and (iii) the Subscribers will be entitled to receive the fees payable pursuant to subsection (c) above.

8. Amendments; Release. This Agreement may not be modified, amended or supplemented except in a writing signed by the Company and the Requisite Subscribers. Following the amendment of this Agreement, any Subscriber that did not consent to such amendment shall be released from this Agreement and will thenceforth have no further rights or obligations hereunder (other than for liability arising from any breach hereof prior to such release).

9. GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISIONS WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. BY ITS EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ANY MATTER UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT RENDERED IN ANY SUCH ACTION, SUIT OR PROCEEDING, MAY BE BROUGHT IN ANY FEDERAL OR STATE COURT IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY ACCEPTS AND SUBMITS ITSELF TO THE NONEXCLUSIVE JURISDICTION OF EACH SUCH COURT, GENERALLY AND UNCONDITIONALLY, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING. NOTWITHSTANDING THE FOREGOING CONSENT TO JURISDICTION, UPON THE COMMENCEMENT OF THE CHAPTER 11 CASES, EACH OF THE PARTIES AGREES THAT THE BANKRUPTCY COURT SHALL HAVE EXCLUSIVE JURISDICTION WITH RESPECT TO ANY MATTER UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

10. Headings. The headings of the Sections, paragraphs and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof.

11. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, executors, administrators and representatives. The invalidity or unenforceability at any time of any provision hereof shall not affect or diminish in any way the continuing validity and enforceability of the remaining provisions hereof.

12. No Third-Party Beneficiaries. Unless expressly stated herein, this Agreement shall be solely for the benefit of the parties hereto and no other person or entity shall be a third party beneficiary hereof.

-10-

13. Prior Negotiations; Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior negotiations with respect to the subject matter hereof, except that the parties hereto acknowledge that any confidentiality agreements heretofore executed among the parties shall continue in full force and effect.

14. Counterparts; Facsimile Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.

15. Notices. All notices and other communications under this Agreement shall be in writing, sent contemporaneously to all of the parties hereto, and deemed given when delivered by hand or by facsimile during standard business hours (from 8:00 a.m. to 6:00 p.m.) at the place of receipt at the addresses and facsimile numbers set forth below, with a copy to each person identified thereon, provided that notices to the Subscribers shall be delivered at the addresses and facsimile numbers set forth below such Subscriber’s signature pages hereto, with a copy to:

Stroock & Stroock & Lavan LLP

180 Maiden Lane

New York, New York 10038

Phone: (212) 806-5400

Fax: (212) 806-6006

Attention: Wendell Adair and Christopher Donoho

If to the Company:

Oglebay Norton Company

North Point Tower

1001 Lakeside Avenue

Cleveland, Ohio 44114-1151

Phone: (216) 861-3300

Fax: (216) 861-2863

Attention: Chief Financial Officer

With a copy to:

Jones, Day, Reavis & Pogue

North Point

901 Lakeside Avenue

Cleveland, Ohio 44114

Phone: (216) 586-3939

Fax: (216) 579-0212

Attention: David G. Heiman

-11-

16. Survival. Notwithstanding the termination of this Agreement pursuant to Section 7, the agreements and obligations of the parties in Sections 9, 11, 12, and 13 shall survive such termination and shall continue in full force and effect for the benefit of the Noteholders in accordance with the terms hereof.

17. Fiduciary Duties. Notwithstanding anything to the contrary herein, nothing in this Agreement shall be construed so as to limit (a) the Company or any directors or officers of the Company from exercising, in such person’s sole discretion, its fiduciary duties arising from such person’s capacity as an officer or director of the Company under applicable law and the Bankruptcy Code, and the exercise, in such person’s sole discretion, of such fiduciary duties shall under no circumstances be deemed to constitute a breach of the terms of this Agreement, or (b) any Noteholder or representative of a Noteholder that becomes a member of a statutory committee established in the Chapter 11 Cases, pursuant to Section 1102 of the Bankruptcy Code, to from exercising in its sole discretion, its fiduciary duties arising from such person’s capacity as a statutory committee member, and the exercise, in the sole discretion of such Noteholder or representative thereof, of such fiduciary duties shall under no circumstances be deemed to constitute a breach of the terms of this Agreement (but such service on the statutory committee shall not otherwise affect the continuing validity or enforceability of this Agreement with respect to such statutory committee member in its individual capacity).

* * * *

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

-12-

IN WITNESS WHEREOF, the parties have caused this Commitment Agreement to be executed as of the date first written above.

OGLEBAY NORTON COMPANY
By:	/s/ Julie Boland
Name:	Julie Boland
Title:	Vice President, Chief Financial Officer, and Treasurer

NOTEHOLDERS:

SUBSCRIBERS

Airlie Opportunity Fund, L.P.
By:	/s/ Adam Goodfriend	Principal Amount of Subordinated Notes Beneficially Owned: $3,705,000
Name:	Adam Goodfriend
Title:	Managing Director
Address:		Commitment Amount:
c/o Airlie Opportunity Fund, L.P.		$7,410,000
115 East Putnam Avenue
Greenwich, CT 06830		Commitment Fee:
Fax: (203) 661-0479		$281,580

Airlie Opportunity Fund Cayman, LTD
By:	/s/ Adam Goodfriend	Principal Amount of Subordinated Notes Beneficially Owned: $1,045,000
Name:	Adam Goodfriend
Title:	Managing Director
Address: c/o Airlie Opportunity Fund Cayman, LTD 115 East Putnam Avenue Greenwich, CT 06830 Fax: (203) 661-0479		Commitment Amount: $2,090,000 Commitment Fee: $79,420

Robert T. Clutterbuck Trust
By:	/s/ Robert T. Clutterbuck	Principal Amount of Subordinated Notes Beneficially Owned: $655,000
Name:	Robert T. Clutterbuck
Title:	Trustee
Address:		Commitment Amount:
Kensington Oval		$524,000
Rocky River, OH 44116
Fax: (440) 356-5259		Commitment Fee:
		$10,480

Berlin Capital Growth, L.P.
By:	Berlin Financial, Ltd., its general partner	Principal Amount of Subordinated Notes
		Beneficially Owned:
By:	/s/ Thomas G. Berlin	$1,125,000
Name:	Thomas G. Berlin
Title:	Managing Member	Commitment Amount:
		$1,611,973
Address:
1325 Carnegie Avenue, Third Floor		Commitment Fee:
Cleveland, Ohio 44115		$53,599
Fax: (216) 623-1787
J George Investments LLC
By:	Berlin Financial, Ltd., its investment advisor	Principal Amount of Subordinated Notes
		Beneficially Owned:
By:	/s/ Thomas G. Berlin	$5,995,000
Name:	Thomas G. Berlin
Title:	Managing Member	Commitment Amount:
		$8,590,027
Address:
1325 Carnegie Avenue, Third Floor		Commitment Fee:
Cleveland, Ohio 44115		$285,621
Fax: (216) 623-1787
Stifel Nicolaus & Company, Incorporated		Principal Amount of Subordinated Notes
		Beneficially Owned:
By:	/s/ Ronald J. Kruszewski	$655,000
Name:	Ronald J. Kruszewski
Title:	Chairman and Chief Executive Officer	Commitment Amount:
		$524,000
Address:
501 N. Broadway		Commitment Fee:
St. Louis, MO 63102		$10,480
Fax: (314) 342-2115

Christopher R. Siegel
By:	/s/ Christopher R. Siegel	Principal Amount of Subordinated Notes Beneficially Owned:
Address:		$300,000
c/o Ingalls & Snyder LLC
61 Broadway		Commitment Amount:
New York, NY 10006		$740,000
Fax: (212) 269-4177
		Commitment Fee:
		$29,800
H. Sheppard Boone
By:	/s/ H. Sheppard Boone	Principal Amount of Subordinated Notes Beneficially Owned:
Address:		$400,000
c/o Ingalls & Snyder LLC
61 Broadway		Commitment Amount:
New York, NY 10006		$820,000
Fax: (212) 269-4177
		Commitment Fee:
		$31,400
Neil Janovic
By:	/s/ Neil Janovic	Principal Amount of Subordinated Notes Beneficially Owned:
Address:		$400,000
c/o Ingalls & Snyder LLC
61 Broadway		Commitment Amount:
New York, NY 10006		$320,000
Fax: (212) 269-4177
		Commitment Fee:
		$6,400

Adam Janovic
By:	/s/ Adam Janovic	Principal Amount of Subordinated Notes Beneficially Owned:
Address:		$150,000
c/o Ingalls & Snyder LLC
61 Broadway		Commitment Amount:
New York, NY 10006		$120,000
Fax: (212) 269-4177
		Commitment Fee:
		$2,400
Thomas Boucher
By:	/s/ Thomas Boucher	Principal Amount of Subordinated Notes Beneficially Owned:
Address:		$10,000
c/o Ingalls & Snyder LLC
61 Broadway		Commitment Amount:
New York, NY 10006		$540,000
Fax: (212) 269-4177
		Commitment Fee:
		$26,760
Thomas DiTosto
By:	/s/ Thomas DiTosto	Principal Amount of Subordinated Notes Beneficially Owned:
Address:		$320,000
c/o Ingalls & Snyder LLC
61 Broadway		Commitment Amount:
New York, NY 10006		$755,000
Fax: (212) 269-4177
		Commitment Fee:
		$30,070

Connecticut General Life Insurance
By:	/s/ Leon Meyers	Principal Amount of Subordinated Notes Beneficially Owned:
Name:	Leon Meyers
Title:	Senior Vice President	$2,000,000
Address:		Commitment Amount:
c/o Ingalls & Snyder LLC		$1,600,000
61 Broadway
New York, NY 10006		Commitment Fee:
Fax: (212) 269-4177		$32,000
Evan Janovic
By:	/s/ Evan Janovic	Principal Amount of Subordinated Notes Beneficially Owned:
Address:		$300,000
c/o Ingalls & Snyder LLC
61 Broadway		Commitment Amount:
New York, NY 10006		$240,000
Fax: (212) 269-4177
		Commitment Fee:
		$4,800
Ronald Altman
By:	/s/ Ronald Altman	Principal Amount of Subordinated Notes Beneficially Owned:
Address:		$500,000
c/o Ingalls & Snyder LLC
61 Broadway		Commitment Amount:
New York, NY 10006		$400,000
Fax: (212) 269-4177
		Commitment Fee:
		$8,000

John Dougherty
By:	/s/ John Dougherty	Principal Amount of Subordinated Notes Beneficially Owned:
Address:		$1,000,000
c/o Ingalls & Snyder LLC
61 Broadway		Commitment Amount:
New York, NY 10006		$1,800,000
Fax: (212) 269-4177
		Commitment Fee:
		$66,000
Ramer 1990 Living Trust
By:	/s/ Lawrence Ramer	Principal Amount of Subordinated Notes Beneficially Owned:
Name:	Lawrence Ramer
Title:	Trustee	$200,000
Address:		Commitment Amount:
c/o Ingalls & Snyder LLC		$160,000
61 Broadway
New York, NY 10006		Commitment Fee:
Fax: (212) 269-4177		$3,000
Ingalls & Snyder Value Partners, L.P.
By:	/s/ Thomas Boucher	Principal Amount of Subordinated Notes Beneficially Owned:
Name:	Thomas Boucher
Title:	General Partner	$8,700,000
Address:		Commitment Amount:
c/o Ingalls & Snyder LLC		$19,663,000
61 Broadway
New York, NY 10006		Commitment Fee:
Fax: (212) 269-4177		$774,350

Shannah Ferguson
By:	/s/ Shannah Ferguson	Principal Amount of Subordinated Notes Beneficially Owned:
Address:		$620,000
c/o Ingalls & Snyder LLC
61 Broadway		Commitment Amount:
New York, NY 10006		$496,000
Fax: (212) 269-4177
		Commitment Fee:
		$9,920
Theresa M. Foote
By:	/s/ Theresa M. Foote	Principal Amount of Subordinated Notes Beneficially Owned:
Address:		$400,000
c/o Ingalls & Snyder LLC
61 Broadway		Commitment Amount:
New York, NY 10006		$320,000
Fax: (212) 269-4177
		Commitment Fee:
		$6,400
Kenneth J. Foote IRA
By:	/s/ Kenneth J. Foote	Principal Amount of Subordinated Notes Beneficially Owned:
Name:	Kenneth J. Foote
		$100,000
Address:
c/o Ingalls & Snyder LLC		Commitment Amount:
61 Broadway		$80,000
New York, NY 10006
Fax: (212) 269-4177		Commitment Fee:
		$1,600

William Robert Thomas Trust
By:	/s/ Shirley A. Foote	Principal Amount of Subordinated Notes Beneficially Owned:
Name:	Shirley A. Foote
Title:	Trustee	$150,000
Address:		Commitment Amount:
c/o Ingalls & Snyder LLC		$120,000
61 Broadway
New York, NY 10006		Commitment Fee:
Fax: (212) 269-4177		$2,400
Abigail Foote Thomas Trust
By:	/s/ Shirley A. Foote	Principal Amount of Subordinated Notes Beneficially Owned:
Name:	Shirley A. Foote
Title:	Trustee	$200,000
Address:		Commitment Amount:
c/o Ingalls & Snyder LLC		$160,000
61 Broadway
New York, NY 10006		Commitment Fee:
Fax: (212) 269-4177		$3,200
Lynn Foote
By:	/s/ Lynn Foote	Principal Amount of Subordinated Notes Beneficially Owned:
Address:		$100,000
c/o Ingalls & Snyder LLC
61 Broadway		Commitment Amount:
New York, NY 10006		$500,000
Fax: (212) 269-4177
		Commitment Fee: $22,600

Steadfast LLC
By:	/s/ Steven M. Foote	Principal Amount of Subordinated Notes
Name:	Steven M. Foote	Beneficially Owned:
Title:	Manager	$100,000
Address:		Commitment Amount:
c/o Ingalls & Snyder LLC		$80,000
61 Broadway
New York, NY 10006		Commitment Fee:
Fax: (212) 269-4177		$1,600
Blythefield Farms LLC
By:	/s/ Kenneth J. Foote	Principal Amount of Subordinated Notes Beneficially Owned:
Name:	Kenneth J. Foote
Title:	Manager	$100,000
Address:		Commitment Amount:
c/o Ingalls & Snyder LLC		$80,000
61 Broadway
New York, NY 10006		Commitment Fee:
Fax: (212) 269-4177		$1,600
Richard Groenendyke
By:	/s/ Richard Groenendyke	Principal Amount of Subordinated Notes Beneficially Owned:
Address:		$120,000
c/o Ingalls & Snyder LLC
61 Broadway		Commitment Amount:
New York, NY 10006		$96,000
Fax: (212) 269-4177
		Commitment Fee: $1,920

Heritage Mark Foundation
By:	/s/ Kenneth J. Foote	Principal Amount of Subordinated Notes Beneficially Owned:
Name:	Kenneth J. Foote
Title:	Trustee	$2,300,000
Address:		Commitment Amount:
c/o Ingalls & Snyder LLC		$1,840,000
61 Broadway
New York, NY 10006		Commitment Fee:
Fax: (212) 269-4177		$36,800
Bradford Shingleton Trust
By:	/s/ Brad Shingleton	Principal Amount of Subordinated Notes Beneficially Owned:
Name:	Brad Shingleton
Title:	Trustee	$175,000
Address:		Commitment Amount:
c/o Ingalls & Snyder LLC		$140,000
61 Broadway
New York, NY 10006		Commitment Fee:
Fax: (212) 269-4177		$2,800
Elizabeth A. Shingleton Trust
By:	/s/ Shirley A. Foote	Principal Amount of Subordinated Notes Beneficially Owned:
Name:	Shirley A. Foote
Title:	Trustee	$100,000
Address:		Commitment Amount:
c/o Ingalls & Snyder LLC		$80,000
61 Broadway
New York, NY 10006		Commitment Fee:
Fax: (212) 269-4177		$1,600

Jennifer C. Shingleton Trust
By:	/s/ Shirley A. Foote	Principal Amount of Subordinated Notes Beneficially Owned:
Name:	Shirley A. Foote
Title:	Trustee	$100,000
Address:		Commitment Amount:
c/o Ingalls & Snyder LLC		$80,000
61 Broadway
New York, NY 10006		Commitment Fee:
Fax: (212) 269-4177		$1,600
Rebecca M. Shingleton Trust
By:	/s/ Shirley A. Foote	Principal Amount of Subordinated Notes Beneficially Owned:
Name:	Shirley A. Foote
Title:	Trustee	$75,000
Address:		Commitment Amount:
c/o Ingalls & Snyder LLC		$60,000
61 Broadway
New York, NY 10006		Commitment Fee:
Fax: (212) 269-4177		$1,200
Brad Shingleton
By:	/s/ Brad Shingleton	Principal Amount of Subordinated Notes Beneficially Owned:
Address:		$150,000
c/o Ingalls & Snyder LLC
61 Broadway		Commitment Amount:
New York, NY 10006		$120,000
Fax: (212) 269-4177
		Commitment Fee: $2,400

David Shuldiner
By:	/s/ David Shuldiner	Principal Amount of Subordinated Notes Beneficially Owned:
Address:		$75,000
c/o Ingalls & Snyder LLC
61 Broadway		Commitment Amount:
New York, NY 10006		$60,000
Fax: (212) 269-4177
		Commitment Fee:
		$1,200
Kenneth P. Singleton
By:	/s/ Kenneth P. Singleton	Principal Amount of Subordinated Notes Beneficially Owned:
Address:		$100,000
c/o Ingalls & Snyder LLC
61 Broadway		Commitment Amount:
New York, NY 10006		$80,000
Fax: (212) 269-4177
		Commitment Fee:
		$1,600
CFG Trust
By:	/s/ Cheryl F. Groenendyke	Principal Amount of Subordinated Notes
Name:	Cheryl F. Groenendyke	Beneficially Owned:
Title:	Trustee	$250,000
Address:		Commitment Amount:
c/o Ingalls & Snyder LLC		$200,000
61 Broadway
New York, NY 10006		Commitment Fee:
Fax: (212) 269-4177		$4,000

Martin L. Solomon
By:	/s/ Martin L. Solomon	Principal Amount of Subordinated Notes Beneficially Owned:
Address:		$150,000
c/o Ingalls & Snyder LLC
61 Broadway		Commitment Amount:
New York, NY 10006		$1,000,000
Fax: (212) 269-4177
		Commitment Fee:
		$46,400
WCI Steel, Inc. Defined Pension Benefit Plan
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.	Principal Amount of Subordinated Notes Beneficially Owned:
Name:	James P. Shanahan, Jr.
Title:	Manager	$100,000
Address:		Commitment Amount
c/o Banc One High Yield Partners, LLC		$80,000
8044 Montgomery Rd.
Suite 555		Commitment Fee:
Cincinnati, OH 45236		$1,600
Fax: (513) 985-3217
Legacy Aggressive High Yield Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.	Principal Amount of Subordinated Notes Beneficially Owned:
Name:	James P. Shanahan, Jr.
Title:	Managing Director/General Counsel	$150,000
Address:		Commitment Amount:
c/o Banc One High Yield Partners, LLC		$120,000
8044 Montgomery Rd.
Suite 555		Commitment Fee:
Cincinnati, OH 45236		$2,400
Fax: (513) 985-3217

Southern UTE Permanent Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.	Principal Amount of Subordinated Notes Beneficially Owned:
Name:	James P. Shanahan, Jr.
Title:	Manager	$151,000
Address:		Commitment Amount:
c/o Banc One High Yield Partners, LLC		$120,800
8044 Montgomery Rd.
Suite 555		Commitment Fee:
Cincinnati, OH 45236		$2,416
Fax: (513) 985-3217
Southern UTE Growth Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.	Principal Amount of Subordinated Notes Beneficially Owned:
Name:	James P. Shanahan, Jr.
Title:	Manager	$90,000
Address:		Commitment Amount:
c/o Banc One High Yield Partners, LLC		$72,000
8044 Montgomery Rd.
Suite 555		Commitment Fee:
Cincinnati, OH 45236		$1,440
Fax: (513) 985-3217
Pacholder High Yield Fund, Inc.
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.	Principal Amount of Subordinated Notes Beneficially Owned:
Name:	James P. Shanahan, Jr.
Title:	Secretary	$2,250,000
Address:		Commitment Amount:
c/o Banc One High Yield Partners, LLC		$2,500,000
8044 Montgomery Rd.
Suite 555		Commitment Fee:
Cincinnati, OH 45236		$71,000
Fax: (513) 985-3217

One Group Income Bond Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.	Principal Amount of Subordinated Notes Beneficially Owned:
Name:	James P. Shanahan, Jr.
Title:	Manager	$500,000
Address:		Commitment Amount:
c/o Banc One High Yield Partners, LLC		$400,000
8044 Montgomery Rd.
Suite 555		Commitment Fee:
Cincinnati, OH 45236		$8,000
Fax: (513)-985-3217
One Group High Yield Bond Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.	Principal Amount of Subordinated Notes Beneficially Owned:
Name:	James P. Shanahan, Jr.
Title:	Manager	$4,250,000
Address:		Commitment Amount:
c/o Banc One High Yield Partners, LLC		$6,207,200
8044 Montgomery Rd.
Suite 555		Commitment Fee
Cincinnati, OH 45236		$208,360
Fax: (513)-985-3217
THIRD PARTY INVESTORS
John Stein
By:	/s/ John Stein	Commitment Amount: $1,000,000
Address:
507 Carew Tower		Commitment Fee:
Cincinnati, OH 45202		$50,000
Fax: (513)-241-1026

Steven N. Stein
By:	/s/ Steven N. Stein	Commitment Amount: $1,000,000
Address:
507 Carew Tower		Commitment Fee:
Cincinnati, OH 45202		$50,000
Fax: (513) 241-1026
Robert L. Gipson
By:	/s/ Robert L. Gipson	Commitment Amount: $3,000,000
Address:
c/o Ingalls & Snyder LLC		Commitment Fee:
61 Broadway		$150,000
New York, NY 10006
Fax: (212) 269-4177
Thomas L. Gipson
By:	/s/ Thomas L. Gipson	Commitment Amount: $3,000,000
Address:
c/o Ingalls & Snyder LLC		Commitment Fee:
61 Broadway		$150,000
New York, NY 10006
Fax: (212) 269-4177
Gator Investment Company
By:	/s/ Adam Janovic	Commitment Amount: $1,000,000
Name:	Adam Janovic
Title:	Member
		Commitment Fee:
Address:		$50,000
c/o Ingalls & Snyder LLC
61 Broadway
New York, NY 10006
Fax: (212) 269-4177

Fledgling Associates LLC
By:	/s/ Edward Stern	Commitment Amount:
Name:	Edward Stern	$5,000,000
Title:	Manager
Address:		Commitment Fee:
c/o Ingalls & Snyder LLC		$250,000
61 Broadway
New York, NY 10006
Fax: (212) 269-4177
Nikolaos Monoyios
By:	/s/ Nikolaos Monoyios	Commitment Amount: $3,000,000
Address:
c/o Ingalls & Snyder LLC		Commitment Fee:
61 Broadway		$150,000
New York, NY 10006
Fax: (212) 269-4177

Exhibit A

Oglebay Norton Company (“ONCO”)

Recapitalization Term Sheet

Proposal by the Ad Hoc Committee of Holders of Oglebay Norton 10% Senior

Subordinated Notes

(the “Ad Hoc Committee”)

Existing Bank Creditors: ($250 million)	Receive cash at 100% of par value to be raised in debt by Reorganized ONCO from Silver Point Finance, LLC (“Silver Point”) pursuant to commitment letter dated February __, 2004 from Silver Point to ONCO (the “Silver Point Commitment”) providing for loans totaling $305 million on the terms set forth in Exhibit A thereto (the “Silver Point Facility”).
Existing Senior Secured Notes: ($75 million par)	Receive cash at 100% of par value, plus accrued interest (estimated to be $5 million as of 12/31/03) to the effective date (the “Effective Date”) of the ONCO plan of reorganization (the “Plan”). To be funded with proceeds of the sale of New Convertible Preferred Stock (as defined below).
Existing Senior Subordinated Notes: ($100 million)	Holders of the 10.0% Senior Subordinated Notes (the “10% Notes”) (and, if applicable, the MLO earn-out claim and any other general unsecured claims that do not pass through bankruptcy as unimpaired claims) shall receive freely tradeable shares of New Common Stock of Reorganized ONCO resulting in 100% pro forma ownership prior to dilution from the New Convertible Preferred Stock, the Management Options and the Warrants (each as defined below). In addition, the 10% Noteholders will have preemptive rights to subscribe for their pro rata share (based on their respective beneficial ownership of 10% Notes) of the New Convertible Preferred Stock which shall have an aggregate liquidation preference of $80 million and be convertible into shares of New Common Stock (“New Convertible Preferred Stock”) resulting in 70% ownership before dilution for the Management Options and the Warrants.

Existing Equity:	As part of the Plan, holders of the existing equity shall receive warrants (the “Warrants”) exercisable for 30 days after the Effective Date to buy New Common Stock in an aggregate amount of $5 million at a price equal to the Conversion Price (as defined below) for the New Convertible Preferred Stock.
General Unsecured, Asbestos and Silica Claims:	Provided there are no material changes from the facts as represented by ONCO with respect to asbestos and silica claims, all general unsecured, executory contracts, asbestos and silica claims will pass through bankruptcy as unimpaired claims; provided, however, that the Company may seek the assumption of the MLO earn-out contract either through the Plan or by assumption motion, provided that two-thirds in amount of the Committed Noteholders and the New Investors may terminate the Commitment Agreement if they do not consent to such assumption. If the MLO earn-out contract claim is rejected, its holders will receive New Common Stock as described above.
Offering of New Convertible Preferred Stock:	Subject to obtaining Bankruptcy Court approval, the Company will file a registration statement under the Securities Act of 1933, as soon as practicable after the filing of the Chapter 11 petition (the “Petition Date”) covering $80 million face amount of New Convertible Preferred Stock to be offered to the 10% Noteholders and third-party accredited investors (“New Investors”); 10% Noteholders to have pre-emptive right to subscribe for their pro rata share of the New Convertible Preferred Stock based on their respective beneficial ownership of 10% Notes; ONCO to use its best efforts to have the registration statement declared effective as soon as possible and in any event prior to August 23, 2004. The aggregate gross purchase price for all New Convertible Preferred Stock shall not exceed $80 million (unless otherwise agreed to by the Subscribers after good faith negotiations with the Company) and proceeds of sale of New Convertible Preferred Stock will be held in escrow until the Effective Date of the Plan. This provision may be waived by the mutual agreement of Oglebay and two-thirds in amount of the Committed Noteholders and the New Investors.

Preferred Stock Commitments:	Certain of the existing 10% Noteholders (the “Committed Noteholders”) shall agree to exercise their subscription rights for their pro rata shares of the New Convertible Preferred Stock (the “Basic Commitments”) and, together with New Investors, shall agree to purchase additional shares not subscribed for by other 10% Noteholders in amounts set forth opposite their respective signatures to the Commitment Agreement to which this Term Sheet is attached (the “Standby Commitments”).
Commitment Fees:	All Committed Noteholders will receive a 2% fee for New Convertible Preferred Stock which they are committed to acquire pursuant to their respective Basic Commitments and the Committed Noteholders and New Investors will receive a 5% fee for all New Convertible Preferred Stock they are committed to acquire pursuant to their respective Standby Commitments. All fees to be paid in cash on Effective Date.
Conditions:	As set forth in the Commitment Agreement, among the Company, the Committed Noteholders and the New Investors, to which this Term Sheet is attached.
New Convertible Preferred Stock:
Liquidation Preference:	$80 million, plus accrued and unpaid dividends
Dividend:	The greater of (i) 10% annual rate or (ii) 200 basis points over the highest applicable interest rate payable on the Silver Point Facility, set as of the Effective Date, paid-in-kind quarterly for first 3 years; paid in cash quarterly thereafter.
Voting:	Votes on all matters together with the New Common Stock on an as-converted basis; elects four of seven member Board (subject to reduction as Preferred Shares are converted to New Common Stock); has class vote as provided in Articles of Reorganized ONCO and as required by applicable law.
Ranking:	Senior to all classes and series of Reorganized ONCO preferred and common stock, but junior to the Silver Point Facility and all bank debt and vessel loans.
Conversion Price:	Price to be determined resulting in 70% ownership before dilution for Management Options.

Conversion Rights:	Convertible at any time, at the option of the holder, on or after the date of issuance.
Optional Redemption Rights:	Non-callable for the first 12 months; callable thereafter (i) for the second 12 months @ 110% of par, for the third 12 months at 108% of par, for the fourth 12 months at 106% of par and thereafter at 104% of par if in each case the common stock trades at or above an average of 120% of the Conversion Price for 20 consecutive trading days provided that the average daily trading volume is at or above 5% of the outstanding common stock during such period.
Board:	Seven member board in compliance with applicable laws and listing requirements:1 four members will be appointed by the New Convertible Preferred Stockholders (subject to reduction as converted into New Common Stock); one member will be appointed by the existing Senior Subordinated Noteholders; two members will be appointed by the current board/management.
Other:	Traditional public company anti-dilution protections for New Convertible Preferred Stock.
Management Incentives:	Terms of Management Options and employment agreements to be provided for in the Plan subject to prior approval by two-thirds in amount of the Committed Noteholders and New Investors.

¹ Reorganized ONCO will be a public company and intends to seek listing of the New Common Stock and the New Convertible Preferred Stock on NASDAQ or NYSE.

EX-10.2

Exhibit 10.2

AMENDMENT NO. 1 TO COMMITMENT AGREEMENT

As of June 29, 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 (the “Agreement”). Defined terms used but not otherwise defined herein shall have the meaning ascribed to them in the Agreement. The Company has agreed to amend the Agreement (1) to provide for the sale of an additional $5 million of Preferred Shares to those Subscribers having a Standby Commitment, (2) to change the date on which the non-completion of the Restructuring Transaction will become a Termination Event from August 31, 2004 to October 15, 2004, (3) to change the date prior to which the Registration Statement shall be declared effective from August 23, 2004 to September 23, 2004, (4) to reflect the fact that the filing of the Registration Statement does not require the Bankruptcy Court’s prior authorization, (5) to reflect the fact that the shares of Common Stock to be issued to the holders of the Subordinated Notes may be included in the Registration Statement, (6) to reflect the fact that no stockholders agreement shall be entered into among the Subscribers and the Company and that a registration rights agreement may be entered into among the Company and the Subscribers under certain conditions set forth herein, and (7) to amend the provision that releases from its rights and obligations under the Agreement any Subscriber that does not consent to the amendment of the Agreement. The total of $85 million of Preferred Shares will represent approximately 74.4% of the equity of reorganized Oglebay before dilution for the Management Options and the Warrants.

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

1. Paragraph (D) of the Preliminary Statements of the Agreement shall be amended by adding thereto the following:

“In addition, the Company will issue and sell to those holders of Subordinated Notes having a Standby Commitment (as defined herein) and the Third Party Investors, and those holders of Subordinated Notes and Third Party Investors shall purchase, additional Preferred Shares for an aggregate purchase price of $5 million.”

As of June 29, 2004

Page 2

2. The following sentence is added as the penultimate sentence of Section 1(a) of the Agreement:

“In addition to the Preferred Shares having an aggregate purchase price of $80 million that are subject to the Offering and notwithstanding the provisions of Exhibit A to this Agreement, each Noteholder having a Standby Commitment and each Third Party Investor agrees to purchase, and the Company agrees to issue and sell to such Noteholders and Third Party Investors, a pro rata portion of that number of Preferred Shares having an aggregate purchase price of $5 million, such pro rata portions to be based upon such Subscribers’ respective Standby Commitment Amounts.”

3. The references to “$80 million” in Section 1(b) of the Agreement and under “Offering of New Convertible Preferred Stock” in Exhibit A of the Agreement shall be deleted and replaced by “$85 million.”

4. The reference to “August 23, 2004” in Section 2 of the Agreement shall be deleted and replaced by “September 23, 2004.”

5. Sections 6(a)(xi) and (6(a)(xii) shall be deleted in their entirety and replaced by the following:

“(xi) the issuance of the shares of Common Stock to the holders of the Subordinated Notes in respect of the cancellation thereof in accordance with the Plan shall be exempt from the registration requirements of the Securities Act by virtue of Section 1145 of the Bankruptcy Code or shall be included in the Registration Statement; and

(xii) if requested by the Requisite Subscribers, the Company shall enter into customary registration rights agreement with any Subscribers or other persons who may be deemed to be underwriters providing demand and piggy-back registration rights, subject to customary restrictions, such agreement to be reasonably satisfactory in form and substance to the Requisite Subscribers.”

6. Section 6(b)(i) of the Agreement shall be deleted in its entirety and replaced by the following: “(i) [intentionally omitted].”

7. 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 October 15, 2004”

As of June 29, 2004

Page 3

8. The second sentence of Section 8 of the Agreement shall be deleted in its entirety and replaced by the following:

“Notwithstanding the foregoing, no such amendment of this Agreement or any waiver or consent hereunder shall, unless in writing and signed by a Subscriber affected thereby, be effective as to such Subscriber to do any of the following: (i) increase or decrease the Commitment Amount or decrease the Commitment Fee of such Subscriber; (ii) decrease the percentage ownership specified under “Existing Senior Subordinated Notes” in Exhibit A to the Agreement; (iii) change the definition of “Required Subscribers”; or (iv) amend this Section 8 of the Agreement.”

9. In order to give effect to the increase from $80 million to $85 million the aggregate purchase price of the Preferred Shares to be purchased by the Subscribers in accordance with Section 1(a) of the Agreement, as amended hereby, the respective Commitment Amounts and Commitment Fees of those Subscribers listed on Schedule I attached hereto shall be increased to the respective Increased Commitment Amounts and Increased Commitment Fees set forth opposite the names of such Subscribers on Schedule I.

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 upon delivery to the Company of copies of this letter duly executed by the Requisite Subscribers. If the Company does not receive a copy of this letter duly executed by you, you will be deemed not to have consented to the proposed amendments set forth in this letter and will be released from all of your rights and obligations under the Agreement in accordance with Section 8.

The provisions of Section 14 of the Agreement relating to counterparts and facsimile signatures shall be applicable to this Amendment No. 1 to the Agreement.

As of June 29, 2004

Page 4

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/ Julie Boland
	Name:	Julie Boland
	Title:	Vice President, Chief Financial Officer and Treasurer

As of June 29, 2004

Page 5

NOTEHOLDERS:

SUBSCRIBERS

Airlie Opportunity Fund, L.P.

By:	/s/ Adam Goodfriend
Name:	Adam Goodfriend
Title:	Managing Director
Airlie Opportunity Fund Cayman, LTD
By:	/s/ Adam Goodfriend
Name:	Adam Goodfriend
Title:	Managing Director
Robert T. Clutterbuck Trust
By:	/s/ Robert T. Clutterbuck
Name:	Robert T. Clutterbuck
Title:	Trustee
Berlin Capital Growth, L.P.
By:	Berlin Financial, Ltd., its general partner
By:	/s/ Thomas G. Berlin
Name:	Thomas G. Berlin
Title:	Managing Member
J George Investments LLC
By:	Berlin Financial, Ltd., its investment advisor
By:	/s/ Thomas G. Berlin
Name:	Thomas G. Berlin
Title:	Managing Member

As of June 29, 2004

Page 6

Stifel Nicolaus & Company, Incorporated

By:	/s/ Ronald J. Kruszewski
Name:	Ronald J. Kruszewski
Title:	Chairman and Chief Executive Officer
Christopher R. Siegel
By:	/s/ Christopher R. Siegel
H. Sheppard Boone
By:	/s/ H. Sheppard Boone
Neil Janovic
By:	/s/ Neil Janovic
Adam Janovic
By:	/s/ Adam Janovic
Thomas Boucher
By:	/s/ Thomas Boucher
Thomas DiTosto
By:	/s/ Thomas DiTosto

As of June 29, 2004

Page 7

Connecticut General Life Insurance
By:	/s/ Leon Meyers
Name:	Leon Meyers
Title:	Senior Vice President
Evan Janovic
By:	/s/ Evan Janovic
Ronald Altman
By:	/s/ Ronald Altman
John Dougherty
By:	/s/ John Dougherty
Ramer 1990 Living Trust
By:	/s/ Lawrence Ramer
Name:	Lawrence Ramer
Title:	Trustee
Ingalls & Snyder Value Partners, L.P.
By:	/s/ Thomas Boucher
Name:	Thomas Boucher
Title:	General Partner

As of June 29, 2004

Page 8

Shannah Ferguson
By:	/s/ Shannah Ferguson
Theresa M. Foote
By:	/s/ Theresa M. Foote
Kenneth J. Foote IRA
By:	/s/ Kenneth J. Foote
Name:	Kenneth J. Foote
William Robert Thomas Trust
By:	/s/ Shirley A. Foote
Name:	Shirley A. Foote
Title:	Trustee
Abigail Foote Thomas Trust
By:	/s/ Shirley A. Foote
Name:	Shirley A. Foote
Title:	Trustee
Lynn Foote
By:	/s/ Lynn Foote

As of June 29, 2004

Page 9

Steadfast LLC
By:	/s/ Steven M. Foote
Name:	Steven M. Foote
Title:	Manager
Blythefield Farms LLC
By:	/s/ Kenneth J. Foote
Name:	Kenneth J. Foote
Title:	Manager
Richard Groenendyke
By:	/s/ Richard Groenendyke
Heritage Mark Foundation
By:	/s/ Kenneth J. Foote
Name:	Kenneth J. Foote
Title:	Trustee
Bradford Shingleton Trust
By:	/s/ Brad Shingleton
Name:	Brad Shingleton
Title:	Trustee
Elizabeth A. Shingleton Trust
By:	/s/ Shirley A. Foote
Name:	Shirley A. Foote
Title:	Trustee

As of June 29, 2004

Page 10

Jennifer C. Shingleton Trust
By:	/s/ Shirley A. Foote
Name:	Shirley A. Foote
Title:	Trustee
Rebecca M. Shingleton Trust
By:	/s/ Shirley A. Foote
Name:	Shirley A. Foote
Title:	Trustee
Brad Shingleton
By:	/s/ Brad Shingleton
David Shuldiner
By:	/s/ David Shuldiner
Kenneth P. Singleton
By:	/s/ Kenneth P. Singleton
CFG Trust
By:	/s/ Cheryl F. Groenendyke
Name:	Cheryl F. Groenendyke
Title:	Trustee

As of June 29, 2004

Page 11

Martin L. Solomon
By:	/s/ Martin L. Solomon
WCI Steel, Inc. Defined Pension Benefit Plan
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Manager
Legacy Aggressive High Yield Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Managing Director/General Counsel
Southern UTE Permanent Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Manager
Southern UTE Growth Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Manager

As of June 29, 2004

Page 12

Pacholder High Yield Fund, Inc.
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Secretary
One Group Income Bond Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Manager
One Group High Yield Bond Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Manager
THIRD PARTY INVESTORS
John Stein
By:	/s/ John Stein
Steven N. Stein
By:	/s/ Steven N. Stein

As of June 29, 2004

Page 13

Robert L. Gipson
By:	/s/ Robert L. Gipson
Thomas L. Gipson
By:	/s/ Thomas L. Gipson
Gator Investment Company
By:	/s/ Adam Janovic
Name:	Adam Janovic
Title:	Member
Fledgling Associates LLC
By:	/s/ Edward Stern
Name:	Edward Stern
Title:	Manager
Nikolaos Monoyios
By:	/s/ Nikolaos Monoyios

As of June 29, 2004

Page 14

SCHEDULE I

Subscriber	Principal Amount of Subordinated Notes Beneficially Owned		Increased Commitment Amount		Increased Commitment Fee
Noteholders
Airlie Opportunity Fund, L.P.	$	3,705,000	$	7,870,326	$	304,596
Airlie Opportunity Fund Cayman, LTD	$	1,045,000	$	2,219,836	$	85,912
Berlin Capital Growth, L.P.	$	1,125,000	$	1,682,814	$	57,141
J George Investments LLC	$	5,995,000	$	8,967,547	$	304,497
Christopher R. Siegel	$	300,000	$	792,399	$	32,420
H. Sheppard Boone	$	400,000	$	871,859	$	33,993
Thomas Boucher	$	10,000	$	597,423	$	29,631
Thomas DiTosto	$	320,000	$	807,183	$	32,679
John Dougherty	$	1,000,000	$	1,902,637	$	71,132
Ingalls & Snyder Value Part. L.C.	$	8,700,000	$	20,988,419	$	840,621
Lynn Foote	$	100,000	$	544,836	$	24,842
Martin L. Solomon	$	150,000	$	1,094,264	$	51,113
Pacholder High Yield Fund, Inc.	$	2,250,000	$	2,563,473	$	74,174
One Group High Yield Bond Fund	$	4,250,000	$	6,487,528	$	222,376
Third Party Investors
John Stein			$	1,108,039	$	55,402
Steven N. Stein			$	1,108,039	$	55,402
Robert L. Gipson			$	3,324,116	$	166,206
Thomas L. Gipson			$	3,324,116	$	166,206
Gator Investment Company			$	1,108,039	$	55,402
Fledgling Associates LLC			$	5,540,194	$	277,010
Nikolaos Monoyios			$	3,324,116	$	166,206

EX-10.3

Exhibit 10.3

AMENDMENT NO. 2 TO COMMITMENT AGREEMENT

As of November 15, 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 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.

In connection with the Company’s Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession as modified and dated July 30, 2004 and as further modified and filed with or submitted to the Bankruptcy Court on September 24, September 28 and October 1, 2004 (the “Plan Modifications”) (as so modified, the “Amended Plan”) and the approval by the Bankruptcy Court on August 4, 2004 of the Second Amended Disclosure Statement Pursuant to Section 1125 of the Bankruptcy Code for the Amended Plan, as modified and dated July 30, 2004 (the “Disclosure Statement”), the parties have agreed to amend the Agreement (1) to accurately reflect the treatment of the holders of claims under the MLO Contract in the Amended Plan, (2) to accurately reflect the treatment of the Senior Notes in the Amended Plan, (3) to accurately reflect the treatment of the Subordinated Notes in the Amended Plan, (4) to amend the Company’s obligation with respect to the exit financing contemplated by the Silverpoint Commitment Letter, (5) to include the agreement of the Subscribers to support confirmation and consummation of the Amended Plan, (6) to amend and restate the terms of the Offering and the conditions precedent to the Subscribers’ obligation to perform their obligations under the Agreement, (7) to change the date on which the non-completion of the Restructuring Transaction will become a Termination Event from October 15, 2004 to December 15, 2004, (8) to change the date prior to which the Registration Statement relating to the Offering shall be declared effective from September 23, 2004 to November 15, 2004, (9) to acknowledge the discussions and negotiations being conducted with certain third parties and the existence of certain objections to the Amended Plan as well as the adversary proceeding commenced against the Company and others by certain holders of Senior Notes, (10) to amend Exhibit A to the Agreement to accurately reflect the Restructuring Terms as set forth and described in the Amended Plan and the Disclosure Statement (as modified by the Plan Modifications) and (11) to amend and restate on Schedule 1 attached hereto the respective beneficial ownership of Subordinated Notes, Commitment Amounts and Commitment Fees of each of the Subscribers as of the date hereof and reflect the substitution as Noteholders of successors in interest to certain of the original Noteholders who were parties to the Agreement.

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

1. Preliminary Statement C of the Agreement shall be deleted in its entirety and replaced by the following:

“Under the terms and upon the effective date of the Plan (the “Effective Date”), (i) existing classes of equity in the Company and interests therein will be cancelled and the holders thereof will receive the treatment provided for in the Term Sheet, and (ii) the Company’s 10% Senior Subordinated Notes due 2009 (the “Subordinated Notes”) will be cancelled and the Company will, in exchange therefore, issue shares of common stock of the reorganized Company (the “Common Stock”) as contemplated in the Amended Plan and the Disclosure Statement (as modified by the Plan Modifications). The Company and the Subscribers agree that the MLO earn-out contract claims under the Interest Purchase Agreement among the Company, Johnson Mining, Inc., The Cary Mining Company Inc., Michigan Minerals Associates, Inc., and Michigan Limestone Operations Limited Partnership, dated April 14, 200 (the “MLO Contract”), should be amended as described in the Disclosure Statement and, as of the Effective Date, should be assumed by the reorganized Company.”

2. Preliminary Statement D of the Agreement shall be deleted in its entirety and replaced by the following:

“In connection with the Amended Plan, the Company will implement, among other things, an offering (the “Offering”) registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Company will extend to the holders of the Subordinated Notes not party to this Agreement the right to subscribe for their pro rata share (based on their respective beneficial ownership of the total of $100 million principal amount of outstanding Subordinated Notes) of $80 million of shares of convertible preferred stock of the reorganized Company (the “Preferred Shares”) having the rights and preferences set forth in the Term Sheet attached hereto as Exhibit A (the “Term Sheet”). Pursuant to this Agreement, the Company will offer and sell to (i) holders of Subordinated Notes party to this Agreement their pro rata share of $80 million of Preferred Shares and (ii) holders of Subordinated Notes and Third Party Investors parties to this Agreement having Standby Commitments (as defined herein) the Preferred Shares not subscribed for in the Offering, and those holders of Subordinated Notes and Third Party Investors will purchase such Preferred Shares. In addition, the Company will offer and sell to those holders of Subordinated Notes and Third Party Investors having Standby Commitments, and those holders of Subordinated Notes and Third Party Investors will purchase, additional Preferred Shares for an aggregate purchase price of $5 million. The Company will offer and sell

2

those Preferred Shares under this Agreement in reliance on Section 4(2) of the Securities Act. In addition, the Company will prepare and file with the Securities and Exchange Commission (the “SEC”) a resale registration statement covering the Preferred Shares sold pursuant to this Agreement and the underlying Common Stock (the “Resale Registration Statement”).”

3. Preliminary Statement E of the Agreement shall be deleted in its entirety and replaced by the following:

“E. The Noteholders hold the principal amount of Subordinated Notes set forth opposite their respective names on Schedule 1 to Amendment No. 2 of this Agreement, which represents approximately 33% of the aggregate amount of Subordinated Notes outstanding.”

4. Preliminary Statement F of the Agreement shall be deleted in its entirely and replaced by the following:

“F. The proceeds from the issuance of the Preferred Shares will be used to fund the redemption of the Company’s outstanding Senior Secured Notes due 2008 (the “Senior Notes”), subsequent to their reinstatement on the Effective Date pursuant to the Amended Plan.”

5. Section 1(a) of the Agreement shall be deleted in its entirety and replaced by the following:

“(a) Each Noteholder agrees to purchase that number of Preferred Shares having an aggregate Purchase Price (defined below) equal to such Noteholder’s pro rata share of $80 million based on such Noteholder’s respective beneficial ownership of $100 million principal amount of outstanding Subordinated Notes as set forth opposite their respective names on Schedule 1 to Amendment No. 2 to this Agreement (the “Basic Commitment Amount”). In addition, each Noteholder and each Third Party Investor agrees to purchase (the “Standby Commitment”) Preferred Shares issuable pursuant to the Offering that are not subscribed for and purchased by holders of the Subordinated Notes other than the Noteholders (“Unsubscribed Shares”) having an aggregate Purchase Price (the “Standby Commitment Amount”) determined as follows: (i) each Noteholder’s Standby Commitment shall equal up to that number of Unsubscribed Shares having an aggregate Purchase Price equal to the difference between (x) such Noteholder’s Commitment Amount set forth opposite its name on Schedule 1 to Amendment No. 2 to this Agreement and (y) such Noteholder’s Basic Commitment Amount set forth opposite its name on Schedule 1 to Amendment No. 2 to this Agreement; and (ii) each Third-Party Investor’s Standby Commitment shall equal up to that number of Unsubscribed Shares having an aggregate Purchase Price equal to such Third-Party Investor’s Commitment Amount set forth opposite its

3

name on Schedule 1 to Amendment No. 2 to this Agreement. If the aggregate Purchase Price of the Unsubscribed Shares is less than the aggregate Standby Commitment Amounts of the Noteholders and Third-Party Investors, the Unsubscribed Shares shall be allocated to the Noteholders and the Third-Party Investors pro rata based upon the amounts of their respective Standby Commitment Amounts. In addition to the Preferred Shares having an aggregate purchase price of $80 million that are subject to the Offering and the Noteholders’ Basic Commitment Amount and notwithstanding the provisions of Exhibit A to this Agreement, each Noteholder having a Standby Commitment and each Third Party Investor agrees to purchase, and the Company agrees to issue and sell to such Noteholders and Third Party Investors, a pro rata portion of that number of Preferred Shares having an aggregate purchase price of $5 million, such pro rata portions to be based upon such Subscribers’ respective Standby Commitment Amounts. For the avoidance of doubt, in no event shall any Subscriber be obligated to purchase Preferred Shares for an aggregate Purchase Price in excess of such Subscriber’s Commitment Amount.”

6. Section 1(c) of the Agreement shall be deleted in its entirety and replaced by the following:

“(c) Use of Proceeds. The proceeds from the issuance and sale of the Preferred Shares will be applied by the Company to the redemption of the Senior Notes, subsequent to their reinstatement on the Effective Date pursuant to the Amended Plan.”

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

“The offer and sale of the Preferred Shares to holders of the Subordinated Notes not party to this Agreement will be registered under the Securities Act. The Company agrees, unless waived by Subscribers representing two-thirds of the aggregate Commitment Amounts pursuant to this Agreement (the “Requisite Subscribers”), to prepare and file with the SEC an amendment to the registration statement under the Securities Act with respect to the Offering of the Preferred Shares (the “Registration Statement”) as soon as practicable and to use its reasonable best efforts to cause the Registration Statement to become effective as soon as possible thereafter and, in any event, prior to November 15, 2004 (or such later date as may be reasonably requested and agreed by the Requisite Subscribers). The terms and conditions of the Offering will be consistent with the Restructuring Terms, including the deposit of the Purchase Price and stock certificates, to the extent applicable, representing the Preferred Shares in escrow until the Effective Date or termination of the Plan by the Company. In addition, the Company agrees to prepare and file with the SEC as soon as practicable the Resale Registration Statement and to use

4

its reasonable best efforts to cause the Resale Registration Statement to become effective on the Effective Date. Pursuant to the Amended Plan, on the Effective Date the Company will enter into a registration rights agreement substantially in the form of Exhibit B to Amendment No. 2 to this Agreement. The Company will afford the Subscribers and their counsel and financial advisors the opportunity to review and comment on the Registration Statement, the Resale Registration Statement and any amendments or supplements thereto prior to the filing thereof with the SEC.”

8. Section 3(b) of the Agreement shall be amended by adding the following proviso to the end thereof:

“provided, however, that the fee of certain Third Party Investors shall be two percent (2%) as indicated on Schedule 1 to Amendment No. 2 to this Agreement.”

9. Section 4(a) of the Agreement shall be amended by adding the following new sentence to the end thereof:

“The foregoing representations and warranties do not take into account (i) the objections filed by various parties to the Amended Plan, (ii) the adversary proceeding commenced against the Company and others by certain holders of the Senior Notes or (iii) the consequences of a ruling adverse to the Company in connection with either such objections or such adversary proceeding.”

10. Section 5(a)(ii) of the Agreement shall be deleted in its entirety and replaced by the following:

“(ii) shall execute definitive agreements regarding the Confirmation Facility (as defined in the Amended Plan) consistent in all material respects with the terms thereof attached as an Exhibit to the Amended Plan.”

11. Section 5(g) of the Agreement shall be deleted in its entirety and replaced by the following:

“(g) The parties agree to the amendment of the MLO Contract substantially as set forth in Exhibit III.C.2 to the Amended Plan and the assumption of the MLO Contract as so amended on the Effective Date of the Plan.”

12. Section 5 of the Agreement shall be amended by adding the following new Section 5 (h) thereto:

“(h) Amended Plan Support. Each Noteholder shall take (and shall cause its affiliates to take) all necessary and appropriate actions to support

5

confirmation and consummation of the Amended Plan containing terms and conditions consistent in all material respects with the Amended Plan in accordance with the Bankruptcy Code as expeditiously as possible and shall not and shall cause its affiliates not to object, or solicit objections or support any such objection by a third party, to confirmation of such Amended Plan; provided, however, that (i) nothing contained herein shall limit the ability of each Noteholder to consult with the Company or its representatives and advisors, or to appear and be heard, concerning any matter arising in the Chapter 11 Cases (as defined in the Amended Plan) so long as such consultation or appearance is not inconsistent with the terms of such Amended Plan and this Agreement; and (ii) this Agreement shall not be construed to require any Noteholder to support or have any obligation with respect to any plan other than such Amended Plan. Notwithstanding anything to the contrary herein, nothing herein shall require any Noteholder (or representative thereof that is also a director or officer of the company or a member of a statutory committee established in the Chapter 11 Cases) to take or to refrain from taking any action (x) in such person’s capacity as such a director or officer or member to the extent required to comply with their fiduciary obligations under law applicable to such director or officer or member (including the Bankruptcy Code) or (y) in connection with supporting, participating in, voting for or entering into an alternative proposal or plan that a majority of the members of the Creditors’ Committee (as defined in the Amended Plan) who are not Noteholders determines, in good faith after consultation with its legal and/or financial advisors, is reasonably likely to be consummated (taking into account all legal, financial, and regulatory aspects of the proposal) and is superior, from a financial point of view, to the holders of the Subordinated Notes.”

13. Section 6(a) of the Agreement shall be deleted in its entirety and replaced by the following:

6. Conditions Precedent.

(a) The obligation of each Subscriber to perform its obligations hereunder shall be subject to the following conditions which can be waived only by the Requisite Subscribers:

(i) the fees and expenses referred to in Section 3(c) hereof shall have been paid in full;

(ii) the Company shall have entered into the Confirmation Facility consistent in all material respects with the terms thereof filed as an Exhibit to the Amended Plan;

(iii) an amended plan, containing terms and conditions consistent in all material respects with the Amended Plan, shall have been

6

confirmed by the Bankruptcy Court pursuant to an order (the “Confirmation Order”) that (x) is consistent in all material respects with the Amended Plan, (y) contains a finding of ‘good faith’ with respect to the participation in the Amended Plan of each Noteholder and (z) does not modify in any respect the recoveries or the treatment provided by such Amended Plan for Class 7 (Old Senior Subordinated Note Claims) or establish or permit any claim or encumbrance on any part of such recoveries (except as contemplated in the Amended Plan and the Disclosure Statement (as modified by the Plan Modifications)), and such Confirmation Order shall have become a final order;

(iv) the Amended Plan shall be consummated on terms consistent in all material respects with the Amended Plan and the Disclosure Statement (as modified by the Plan Modifications);

(v) the representations and warranties of the Company contained herein shall be true and correct in all material respects on and as of the date hereof and the Effective Date, with the same force and effect as though made on and as of such date, except to the extent that any representation or warranty is made as of a specified date, in which case such representation or warranty shall be true and correct as of such specified date, and the Company shall have performed or complied with, in all material respects, its covenants required to be performed or complied with under this Agreement (and the Company shall have delivered to the Subscribers a certificate signed by an authorized executive to the effect that each of the conditions specified in this subsection (a)(v) is satisfied in all respects);

(vi) the Registration Statement relating to the Offering shall have become effective and the issuance of the Preferred Shares issuable pursuant to the Offering (including the shares of Common Stock issuable upon conversion thereof) shall have been duly registered under the Securities Act and the Offering shall have expired;

(vii) the Resale Registration Statement filed by the Company pursuant hereto shall have been amended to reflect the results of the Offering and disclose the respective numbers of Preferred Shares being registered for resale on behalf of each of the Subscribers;

(viii) the Company shall have executed and delivered to the Subscribers a registration rights agreement substantially in the form attached as Exhibit B to Amendment No. 2 to this Agreement; and

(ix) the issuance of the shares of Common Stock to the holders of the Subordinated Notes in respect of the cancellation thereof in accordance with the Amended Plan and the Disclosure Statement (as modified by the Plan Modifications) shall be exempt from the registration requirements of the Securities Act by virtue of Section 1145 of the Bankruptcy Code.”

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14. Section 6(b)(v) of the Agreement shall be deleted in its entirety.

15. Section 7(a)(vi) of the Agreement shall be deleted in its entirety and replaced by the following: “(vi) [intentionally omitted].”

16. 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 December 15, 2004”

17. Section 7(a) of the Agreement shall be amended by adding the following new sentence to the end thereof:

“Notwithstanding clause (iv) of the preceding sentence or Section 5(b) of this Agreement, no Termination Event or breach of Section 5(b) of this Agreement shall be deemed to have occurred as a result of the furnishing of information to the Consortium (as defined in the Disclosure Statement under the caption “Consortium Letters of Intent”) or the participation by the Company, at the request or with the prior consent of the Creditors’ Committee (as defined in the Amended Plan), in discussions or negotiations with the Consortium with respect to any Alternative Proposal made by the Consortium.”

18. The Term Sheet attached as Exhibit A to the Agreement shall be deemed amended to the extent necessary to conform to the Restructuring Terms (including, without limitation, (i) the treatment of the Senior Note claim, the Subordinated Note claim, the MLO Contract claims and the General Unsecured Claims, (ii) the terms of the New Preferred Shares, the Warrants and the DIP/Exit Facility and (iii) the terms and conditions of the Offering and the sale of the Preferred Shares), as set forth and described in the Amended Plan and the Disclosure Statement (as modified by the Plan Modifications) and the Agreement as amended hereby.

19. The terms of the Management Incentive Plan, the Management Stock Plan and the Change in Control Agreements (each as defined or referred to in the Amended Plan) as set forth in Exhibit I.A.51, Exhibit I.A.52 and Exhibit IV.C.3.a, respectively, to the Amended Plan are hereby approved.

20. Schedule 1 attached hereto hereby amends and restates the respective beneficial ownership of Subordinated Notes, Commitment Amounts and Commitment Fees of each of the Subscribers as set forth on the signature pages of the original Agreement and Schedule 1 to Amendment No. 1 to the Agreement to reflect as of the date hereof changes in beneficial ownership of Subordinated Notes by certain Noteholders and the substitution as Noteholders of successors in interest to certain of the original Noteholders who were parties to the Agreement. Each of the Subscribers hereby confirms the information set forth opposite its name on Schedule 1 attached hereto.

8

21. In order to facilitate the Offering of rights to purchase Preferred Shares to holders of Subordinated Notes who are not parties to this Agreement, each Noteholder agrees, at the Company’s request, to promptly confirm in writing or by email that its beneficial ownership of Subordinated Notes remains as set forth on Schedule 1 or, if such beneficial ownership has been reduced or increased, the principal amount of Subordinated Notes then owned by the Noteholder.

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. 2 to the Agreement.

[The balance of this page has been intentionally left blank.]

9

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/ Rochelle Friedman Walk
Name:	Rochelle Friedman Walk
Title:	Vice President, General Counsel and Secretary

10

NOTEHOLDERS:

SUBSCRIBERS

Airlie Opportunity Master Fund, LTD.
By:	/s/ Adam Goodfriend
Name:	Adam Goodfriend
Title:	Managing Director
Berlin Capital Growth, L.P.
By:	Berlin Financial, Ltd., its general partner
/s/ Thomas G. Berlin
Name:	Thomas G. Berlin
Title:	Managing Member
Christopher R. Siegel
By:	/s/ Christopher R. Siegel
H. Sheppard Boone
By:	/s/ H. Sheppard Boone
Neil Janovic
By:	/s/ Neil Janovic
Adam Janovic
By:	/s/ Adam Janovic

11

Thomas Boucher
By:	/s/ Thomas Boucher
Thomas DiTosto
By:	/s/ Thomas DiTosto
Connecticut General Life Insurance
By:	/s/ Leon Meyers
Name:	Leon Meyers
Title:	Senior Vice President
Evan Janovic
By:	/s/ Evan Janovic
Ronald Altman
By:	/s/ Ronald Altman
John Dougherty
By:	/s/ John Dougherty
Ramer 1990 Living Trust
By:	/s/ Lawrence Ramer
Name:	Lawrence Ramer
Title:	Trustee

12

Ingalls & Snyder Value Partners, L.P.
By:	/s/ Thomas Boucher
Name:	Thomas Boucher
Title:	General Partner
Shannah Ferguson
By:	/s/ Shannah Ferguson
Theresa M. Foote
By:	/s/ Theresa M. Foote
Kenneth J. Foote IRA
By:	/s/ Kenneth J. Foote
Name:	Kenneth J. Foote
William Robert Thomas Trust
By:	/s/ Shirley A. Foote
Name:	Shirley A. Foote
Title:	Trustee
Abigail Foote Thomas Trust
By:	/s/ Shirley A. Foote
Name:	Shirley A. Foote
Title:	Trustee

13

Lynn Foote
By:	/s/ Lynn Foote
Steadfast LLC
By:	/s/ Steven M. Foote
Name:	Steven M. Foote
Title:	Manager
Blythefield Farms LLC
By:	/s/ Kenneth J. Foote
Name:	Kenneth J. Foote
Title:	Manager
Richard Groenendyke
By:	/s/ Richard Groenendyke
Heritage Mark Foundation
By:	/s/ Kenneth J. Foote
Name:	Kenneth J. Foote
Title:	Trustee
Bradford Shingleton Trust
By:	/s/ Brad Shingleton
Name:	Brad Shingleton
Title:	Trustee

14

Elizabeth A. Shingleton Trust
By:	/s/ Shirley A. Foote
Name:	Shirley A. Foote
Title:	Trustee
Jennifer C. Shingleton Trust
By:	/s/ Shirley A. Foote
Name:	Shirley A. Foote
Title:	Trustee
Rebecca M. Shingleton Trust
By:	/s/ Shirley A. Foote
Name:	Shirley A. Foote
Title:	Trustee
Brad Shingleton
By:	/s/ Brad Shingleton
David Shuldiner
By:	/s/ David Shuldiner
Kenneth P. Singleton
By:	/s/ Kenneth P. Singleton

15

CFG Trust
By:	/s/ Cheryl F. Groenendyke
Name:	Cheryl F. Groenendyke
Title:	Trustee
Martin L. Solomon
By:	/s/ Martin L. Solomon
WCI Steel, Inc. Defined Pension Benefit Plan
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Manager
Legacy Aggressive High Yield Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Managing Director/General Counsel
Southern UTE Permanent Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Manager

16

Pacholder High Yield Fund, Inc.
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Secretary
One Group Income Bond Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Manager
One Group High Yield Bond Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Manager
THIRD PARTY INVESTORS
Robert T. Clutterbuck Trust
By:	/s/ Robert T. Clutterbuck
Name:	Robert T. Clutterbuck
Title:	Trustee
John Stein
By:	/s/ John Stein

17

Steven N. Stein
By:	/s/ Steven N. Stein
Robert L. Gipson
By:	/s/ Robert L. Gipson
Thomas L. Gipson
By:	/s/ Thomas L. Gipson
Gator Investment Company
By:	/s/ Adam Janovic
Name:	Adam Janovic
Title:	Member
Fledgling Associates LLC
By:	/s/ Edward Stern
Name:	Edward Stern
Title:	Manager
J George Investments LLC
By:	Berlin Financial, Ltd., its investment advisor
/s/ Thomas G. Berlin
Name:	Thomas G. Berlin
Title:	Managing Member
Nikolaos Monoyios
By:	/s/ Nikolaos Monoyios

18

Stifel Nicolaus & Company, Incorporated
By:	/s/ Ronald J. Kruszewski
Name:	Ronald J. Kruszewski
Title:	Chairman and Chief Executive Officer

19

Schedule 1

Noteholders

Beneficial Holder	Principal Amount of Notes Beneficially Owned		Basic Commitment Amount		Total Commitment Amount including Standby Commitment if applicable		Commitment Fee
Airlie Opportunity Master Fund, LTD.1	$	4,750,000	$	3,800,000	$	10,090,161	$	390,508
Altman, Ronald	$	500,000	$	400,000	$	400,000	$	8,000
Berlin Capital Growth, L.P.	$	1,125,000	$	900,000	$	1,682,813	$	57,141
Blythefield Farms LLC	$	100,000	$	80,000	$	80,000	$	1,600
Boone, H. Sheppard	$	400,000	$	320,000	$	871,859	$	33,993
Boucher, Thomas	$	10,000	$	8,000	$	597,423	$	29,631
CFG Trust	$	250,000	$	200,000	$	200,000	$	4,000
Connecticut General Life Insurance	$	2,000,000	$	1,600,000	$	1,600,000	$	32,000
DiTosto, Thomas	$	320,000	$	256,000	$	807,183		32,679
Dougherty, John	$	1,000,000	$	800,000	$	1,902,637	$	71,132
Ferguson, Shannah	$	620,000	$	496,000	$	496,000	$	9,920
Foote, Lynn	$	100,000	$	80,000	$	544,836	$	24,842
Kenneth J. Foote IRA	$	100,000	$	80,000	$	80,000	$	1,600
Foote, Theresa M.	$	400,000	$	320,000	$	320,000	$	6,400
Groenendyke, Richard	$	120,000	$	96,000	$	96,000	$	1,920
Heritage Mark Foundation	$	2,300,000	$	1,840,000	$	1,840,000	$	36,800
Ingalls & Snyder Value Part. L.C.	$	8,700,000	$	6,960,000	$	20,988,418	$	840,621
Janovic, Adam	$	150,000	$	120,000	$	120,000	$	2,400
Janovic, Evan	$	300,000	$	240,000	$	240,000	$	4,800
Janovic, Neil	$	400,000	$	320,000	$	320,000	$	6,400
Legacy Aggressive High Yield Fund	$	150,000	$	120,000	$	120,000	$	2,400
One Group High Yield Bond Fund	$	4,250,000	$	3,400,000	$	6,487,528	$	222,376
One Group Income Bond Fund	$	500,000	$	400,000	$	400,000	$	8,000
Pacholder High Yield Fund, Inc.	$	2,250,000	$	1,800,000	$	2,563,473	$	74,174
Ramer 1990 Living Trust	$	200,000	$	160,000	$	160,000	$	3,000
Shingleton, Brad	$	150,000	$	120,000	$	120,000	$	2,400

¹ Successor in interest to Airlie Opportunity Fund, L.P. and Airlie Opportunity Fund Cayman, LTD.

Beneficial Holder	Principal Amount of Notes Beneficially Owned		Basic Commitment Amount		Total Commitment Amount including Standby Commitment if applicable		Commitment Fee
Brad Shingleton Trust	$	175,000	$	140,000	$	140,000	$	2,800
Elizabeth A. Shingleton Trust	$	100,000	$	80,000	$	80,000	$	1,600
Jennifer C. Shingleton Trust	$	100,000	$	80,000	$	80,000	$	1,600
Shingleton, Kenneth P.	$	100,000	$	80,000	$	80,000	$	1,600
Rebecca M. Shingleton Trust	$	75,000	$	60,000	$	60,000	$	1,200
Siegel, Christopher R.	$	300,000	$	240,000	$	792,399	$	32,420
Shuldiner, David	$	75,000	$	60,000	$	60,000	$	1,200
Solomon, Martin L.	$	150,000	$	120,000	$	1,094,264	$	51,113
Southern UTE Permanent Fund2	$	241,000	$	192,800	$	192,800	$	3,856
Steadfast LLC	$	100,000	$	80,000	$	80,000	$	1,600
William Robert Thomas Trust	$	150,000	$	120,000	$	120,000	$	2,400
Abigail Foote Thomas Trust	$	200,000	$	160,000	$	160,000	$	3,200
WCI Steel, Inc. Defined Pension Benefit Plan	$	100,000	$	80,000	$	80,000	$	1,600
Noteholders Total	$	33,011,000	$	26,408,800	$	56,147,794	$	2,014,926

Third Party Investors

Third Party Investor	Commitment Amount		Commitment Fee
Robert T. Clutterbuck Trust	$	524,000	$	10,480
Fledgling Associates LLC	$	5,540,194	$	277,010
Gator Investment Company	$	1,108,039	$	55,402
Gipson, Robert L.	$	3,324,116	$	166,206
Gipson, Thomas L.	$	3,324,116	$	166,206
J George Investments LLC	$	8,967,547	$	304,497
Monoyios, Nikolaus	$	3,324,116	$	166,206
Stein, John	$	1,108,039	$	55,402
Stein, Steven N.	$	1,108,039	$	55,402
Stifel Nicolaus & Company, Incorporated	$	524,000	$	10,480
Third Party Investors Total	$	28,852,206	$	1,267,291
Overall Totals:	Commitment Amount		Commitment Fee
	$	85,000,000	$	3,282,217

² Successor in interest to Southern UTE Growth Fund.

21

EXHIBIT B

FORM OF REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”), dated as of                     , 2004, is entered into by and among Oglebay Norton Company, an Ohio corporation (the “Company”) and the holders of Subordinated Notes (as defined herein) signatories hereto (each, a “Noteholder” and, collectively, the “Noteholders”) and certain third party accredited investors signatory hereto (the “Third Party Investors” and, together with the Noteholders, the “Subscribers”).

PRELIMINARY STATEMENTS

A. The Company and the Subscribers are parties to that certain Commitment Agreement, dated as of February 23, 2004 (as heretofore amended, the “Commitment Agreement”), pursuant to which, among other things, the Subscribers agreed to purchase up to $85 million of Preferred Shares (as defined in the Commitment Agreement) of the Company, the proceeds of which are to be used to fund the redemption of the Company’s outstanding Senior Secured Notes due 2008 (the “Senior Notes”) subsequent to the reinstatement of the Senior Notes pursuant to the Second Amended Joint Plan of Reorganization of the Company and its subsidiaries dated July 30, 2004 (the “Amended Plan”) in connection with the Chapter 11 Case of the Company and its subsidiaries.

B. As contemplated by the Commitment Agreement, the Company filed a registration statement on Form S-1 (the “Primary Registration Statement”) relating to the Offering of Preferred Shares to holders of Subordinated Notes. The Company amended the Primary Registration Statement in order to limit the Offering to holders of Subordinated Notes other than the Noteholders in an amount equal to their pro rata portion of $             million of Preferred Shares. The Primary Registration Statement was declared effective by the Securities and Exchange Commission (the “SEC”) on                     , 2004 and pursuant to the Offering, which expired on                     , 2004, holders of Subordinated Notes have subscribed for an aggregate of $             million of Preferred Shares. Accordingly, pursuant to, and subject to the terms and conditions of the Commitment Agreement, the Subscribers have agreed to purchase in the aggregate $             million of Preferred Shares consisting of (i) $             million of Preferred Shares representing the Noteholders’ Basic Commitment Amount (as defined in the Commitment Agreement), (ii) $             million of Preferred Shares pursuant to the Subscribers’ Standby Commitment (as defined in the Commitment Agreement) and (iii) $5 million of additional Preferred Shares.

C. Pursuant to Amendment No. 2 to the Commitment Agreement, the obligations of the Subscribers to purchase the Preferred Shares is conditional upon, among other things, the Company having executed and delivered to the Subscribers this Registration Rights Agreement to provide the Subscribers certain rights as set forth herein.

D. Defined terms used but not otherwise defined herein shall have the meanings ascribed to them in the Commitment Agreement or in the Amended Plan.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Registration of Resale of the Preferred Shares; Compliance with the Securities Act.

1.1 Registration Procedures and Expenses. The Company shall:

(a) use its reasonable best efforts to cause the Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”) on                     , 2004 with respect to the resale of the Preferred Shares (including the shares of Common Stock issuable upon conversion thereof, collectively together with the Preferred Shares, the “Shares”) by the Subscribers from time to time in accordance with the methods of distribution set forth in the Registration Statement to be declared effective by the SEC as soon as practicable;

(b) prepare and file with the SEC such amendments to the Registration Statement and such supplements to the prospectus used in connection therewith as may be necessary in the opinion of the Company to keep the Registration Statement effective until the earlier of (i) twenty-four months after the effective date of the Registration Statement, (ii) such shorter period that will terminate when all the Shares covered by the Registration Statement have been sold pursuant thereto and (iii) the date on which the Shares may be resold by the Subscribers without registration by reason of Rule 144(k) under the Securities Act or any other rule of similar effect;

(c) furnish to each Subscriber (and to each underwriter, if any, of such Shares), at least one conformed copy of the Registration Statement and any post-effective amendment thereto, including financial statements (but excluding all schedules, all documents incorporated or deemed incorporated therein by reference and all exhibits);

(d) furnish to the Subscribers with respect to the Shares registered under the Registration Statement (and to each underwriter, if any, of such Shares) such reasonable number of copies of prospectuses and any amendments or supplements thereto as each Subscriber may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Subscribers; provided, however, that the obligation of the Company to deliver copies of prospectuses to any Subscriber shall be subject to the receipt by the Company of reasonable assurances from the Subscriber that the Subscriber will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such prospectuses;

(e) file documents required of the Company for blue sky clearance in jurisdictions within the United States as the Subscribers reasonably request in writing; provided, however, that the Company shall not be required to qualify generally to do business or take any action which would subject it to general service of process or taxation in any jurisdiction which it is not so subject; and

(f) bear all expenses in connection with the preparation and filing of the Registration Statement and the procedures in paragraphs (a) through (e) of this Section 1.1 and the

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registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Subscribers or underwriting discounts, brokerage fees, commissions and stock transfer taxes incurred by, or applicable to, any Subscriber.

1.2 Transfer of Shares After Registration.

(a) Each Subscriber agrees that it will not effect any disposition of the Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 1.1, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Subscriber or its plan of distribution. In addition, the Company may require any Subscriber promptly to furnish in writing to the Company such information regarding the intended methods of distribution of the Shares as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration including, without limitation, all such information as may be requested by the SEC or the National Association of Securities Dealers, Inc. The Company may refuse to proceed with the registration of such Subscriber’s Shares if such Subscriber unreasonably fails to furnish such information within a reasonable time after receiving such request. The Company, upon the reasonable request of a Subscriber, will meet with the Subscriber or a representative thereof at the Company’s headquarters to discuss information relevant for disclosure in the Registration Statement subject to appropriate confidentiality limitations.

(b) Each Subscriber hereby covenants with the Company not to make any sale of the Shares without satisfying the prospectus delivery requirement under the Securities Act. Each Subscriber further agrees that, in the case of Shares transferred through a broker, such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate notice of transfer in the form of Appendix I hereto, executed by a broker designated by the Subscriber. Each Subscriber acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the Registration Statement until such time as a supplement to the prospectus has been filed with the SEC or an amendment to the Registration Statement has been filed by the Company and declared effective by the SEC, or until such time as the Company has filed an appropriate report with the SEC pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”). The Subscriber hereby covenants that it will not sell any Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Subscriber written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Subscriber written notice that the Subscriber may thereafter effect sales pursuant to said prospectus. Each Subscriber further covenants to notify the Company promptly of the sale of any of its Shares.

1.3 Indemnification. For the purpose of this Section 1.3, the term “Registration Statement” shall include any final prospectus, exhibit, supplement or amendment included in or relating to the Registration Statement referred to in Section 1.1.

(a) The Company agrees to indemnify and hold harmless each of the Subscribers, their respective officers, directors, employees and agents and each person, if any, who controls any Subscriber within the meaning of Section 15 of the Securities Act or Section 20 of the

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Exchange Act (collectively, the “Subscriber Indemnified Persons”), against any losses, claims, damages, liabilities or expenses, joint or several, to which such Subscriber or Subscriber Indemnified Person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the time of effectiveness of the Registration Statement, including any information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A of the Rules and Regulations, or the prospectus, in the form first filed with the Commission pursuant to Rule 424(b) of the Regulations, or filed as part of the Registration Statement at the time of effectiveness if no Rule 424(b) filing is required (the “Prospectus”), or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state in any of them a material fact required to be stated therein or necessary to make the statements in any of them, in light of the circumstances under which they were made, not misleading, and will reimburse each Subscriber or such Subscriber Indemnified Person for any legal and other expenses as such expenses are reasonably incurred by such Subscriber or such Subscriber Indemnified Person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Subscriber expressly for use therein, or (ii) the failure of any Subscriber to comply with the covenants and agreements contained in Section 1.3 hereof respecting sale of the Shares, or (iii) any statement or omission in any Prospectus that is corrected in any subsequent Prospectus that was delivered to any Subscriber prior to the pertinent sale or sales by the Subscriber.

(b) Each Subscriber will severally and not jointly indemnify and hold harmless the Company, each of its directors, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnified Persons”), against any losses, claims, damages, liabilities or expenses to which the Company or such Company Indemnified Person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Subscriber) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure by such Subscriber to comply with the covenants and agreements contained in Section 1.2 hereof respecting the sale of the Shares or (ii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that

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such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Subscriber expressly for use therein, and will reimburse the Company or such Company Indemnified Person for any legal and other expense reasonably incurred by the Company or such Company Indemnified Person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

(c) Promptly after receipt by an indemnified party under this Section 1.3 of notice of the threat or commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.3, promptly notify the indemnifying party in writing thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained in this Section 1.3 or to the extent it has not been materially prejudiced as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party which, if the indemnifying party and the indemnified party were represented by the same counsel, could materially prejudice the prosecution of defenses or actions available to the indemnified party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 1.3 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, approved by such indemnifying party, representing the indemnified parties who are parties to such action) or (ii) the indemnified party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party.

(d) If the indemnification provided for in this Section 1.3 is required by its terms but is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party under paragraphs (a), (b) or (c) of this Section 1.3 in respect to any losses, claims, damages, liabilities or expenses referred to herein, then each applicable indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of any

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losses, claims, damages, liabilities or expenses referred to herein (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Subscriber from the issuance of Preferred Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but the relative fault of the Company and the Subscriber in connection with the statements or omissions or inaccuracies in the Registration Statement, the Prospectus or any amendment or supplement thereto which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The respective relative benefits received by the Company on the one hand and each Subscriber on the other shall be deemed to be in the same proportion as the amount paid by such Subscriber to the Company pursuant to this Agreement for the Shares purchased by such Subscriber that were sold pursuant to the Registration Statement bears to the difference (the “Difference”) between the amount such Subscriber paid for the Shares that were sold pursuant to the Registration Statement and the amount received by such Subscriber from such sale. The relative fault of such selling Subscriber and the Company shall be determined by reference to, among other things, whether the untrue or alleged statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by such Subscriber and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in paragraph (c) of this Section 1.3, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in paragraph (c) of this Section 1.3 with respect to the notice of the threat or commencement of any threat or action shall apply if a claim for contribution is to be made under this paragraph (d); provided, however, that no additional notice shall be required with respect to any threat or action for which notice has been given under paragraph (c) for purposes of indemnification. The Company and each Subscriber agree that it would not be just and equitable if contribution pursuant to this Section 1.3 were determined solely by pro rata allocation (even if the Subscribers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this paragraph. Notwithstanding the provisions of this Section 1.3, no Subscriber shall be required to contribute any amount in excess of the amount by which the Difference exceeds the amount of any damages that such Subscriber has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Subscribers’ obligations to contribute pursuant to this Section 1.3 are several and not joint.

1.4 Termination of Conditions and Obligations. The conditions precedent imposed by this Section 1 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares upon the passage of twenty-four months from the effective date of the Registration Statement covering such Shares or at such time as an opinion of counsel satisfactory in form and substance to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.

1.5 Information from Subscribers. Each Subscriber will as expeditiously as possible (i) notify the Company of the occurrence of any event that makes any statement made in the

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Registration Statement or the related prospectus regarding such Subscriber untrue in any material respect or that requires the making of any changes in the Registration Statement or the related prospectus so that, in such regard, it will not contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary to make the statement not misleading and (ii) provide the Company with such information as may be required to enable the Company to prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus.

SECTION 2. Liquidated Damages. If the Registration Statement has not been declared effective by the SEC on or prior to the 90th day after the Effective Date of the Amended Plan (a “Registration Default”), the Company agrees to pay liquidated damages to each holder of Preferred Shares purchased pursuant to the Commitment Agreement for each day that the Registration Default continues at the annual rate of thirty cents ($.30) per share. All accrued liquidated damages shall be paid to such holders of Preferred Shares by the Company on the last day of each month during which a Registration Default occurs. Following the cure of all Registration Defaults with respect to any particular Preferred Shares, the accrual of liquidated damages with respect to such Preferred Shares will cease.

SECTION 3. Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed by first-class registered or certified airmail, or when delivered by nationally recognized overnight express courier postage prepaid or delivered by facsimile transmission during standard business hours (from 8:00 a.m. to 6:00 p.m.), and shall be deemed given when so mailed or so delivered as addressed as follows:

If to the Company:

Oglebay Norton Company

North Point Tower

1001 Lakeside Avenue

Cleveland, Ohio 44114-1151

Phone: (216) 861-3300

Fax: (216) 861-2863

Attention: Chief Financial Officer

With a copy to:

Jones, Day, Reavis & Pogue

North Point

901 Lakeside Avenue

Cleveland, Ohio 44114

Phone: (216) 586-3939

Fax: (216) 579-0212

Attention: David P. Porter

or to such other person at such other place as the Company shall designate to the Subscriber in writing; and

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(a) if to a Subscriber, at its address as set forth at the end of this Agreement, or at such other address or addresses as may have been furnished to the Company in writing.

SECTION 4. Changes. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Subscribers representing two-thirds of the aggregate Shares outstanding at the time such amendment or modification is entered into.

SECTION 5. Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

SECTION 6. Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

SECTION 7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflict of laws thereof, and the federal law of the United States of America.

SECTION 8. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

OGLEBAY NORTON COMPANY

By:

SUBSCRIBERS:

[To be Completed]

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APPENDIX I

BROKER’S NOTICE OF TRANSFER OF SECURITIES PURSUANT TO

REGISTRATION STATEMENT

Oglebay Norton Company

North Point Tower

1001 Lakeside Avenue

Cleveland, Ohio 44114-1151

Re: Oglebay Norton Company (the “Company”)

Ladies and Gentlemen:

Please be advised that                                  has transferred                      shares (the “Shares”) of Series A Convertible Preferred Stock on                     (date), pursuant to the Registration Statement on Form S-1 (File No. 333-            ) filed by the Company:

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied with respect to the transfer described above and that the above-named beneficial owner of the Shares is named as a selling stockholder in the Prospectus dated                      or in amendments or supplements thereto, and that the aggregate number of Shares transferred are [a portion of] the Series A Convertible Preferred Stock listed in such owner’s name.

Dated:             

Very truly yours,

Name:

Title:

EX-10.4

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.

[The balance of this page has been intentionally left blank.]

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/ Rochelle F. Walk
Name:	Rochelle F. Walk
Title:	Vice President, General Counsel and Secretary

NOTEHOLDERS:

SUBSCRIBERS

Airlie Opportunity Master Fund, LTD.
By:	/s/ Adam Goodfriend
Name:	Adam Goodfriend
Title:	Managing Director
Berlin Capital Growth, L.P.
By:	Berlin Financial, Ltd., its general partner
/s/ Thomas G. Berlin
Name	: Thomas G. Berlin
Title:	Managing Member
Ingalls & Snyder Value Partners, L.P.
By:	/s/ Thomas Boucher
Name:	Thomas Boucher
Title:	General Partner
Legacy Aggressive High Yield Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Managing Director/General Counsel

One Group High Yield Bond Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Manager
One Group Income Bond Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Manager
Pacholder High Yield Fund, Inc.
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Secretary
Southern UTE Permanent Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Manager
WCI Steel, Inc. Defined Pension Benefit Plan
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Manager

THIRD PARTY INVESTORS

Robert T. Clutterbuck Trust
By:	/s/ Robert T. Clutterbuck
Name:	Robert T. Clutterbuck
Title:	Trustee
Fledgling Associates LLC
By:	/s/ Edward Stern
Name:	Edward Stern
Title:	Manager
J George Investments LLC
By:	Berlin Financial, Ltd., its investment advisor
/s/ Thomas G. Berlin
Name:	Thomas G. Berlin
Title:	Managing Member

EX-10.5

Exhibit 10.5

AMENDMENT NO. 4 TO COMMITMENT AGREEMENT

As of December 20, 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, 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.

The Company has proposed amendments to the Agreement (1) to change the date prior to which the Registration Statement must be declared effective from December 15, 2004 to December 30, 2004, (2) to change the date on which the non-completion of the Restructuring Transaction will become a Termination Event from January 15, 2005 to January 31, 2005, (3) to amend Schedule 1 attached hereto to correct the identity of certain of the original Subscribers and to amend and restate the respective beneficial ownership of Subordinated Notes, Commitment Amounts and Commitment Fees of each of the Subscribers as of the date hereof and (4) to amend the definition of “Plan Modifications” and “Amended Plan.”

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

1. Preliminary Statement E of the Agreement shall be deleted in its entirety and replaced by the following:

“E. The Noteholders hold the principal amount of Subordinated Notes set forth opposite their respective names on Schedule 1 to Amendment No. 4 of this Agreement, which represents approximately 32.9% of the aggregate amount of Subordinated Notes outstanding.”

2. The references to “Schedule 1 to Amendment No. 2 to this Agreement” in Section 1(a) and Section 3(b) of the Agreement shall be deleted and replaced by “Schedule 1 to Amendment No. 4 to this Agreement.”

3. The reference to “December 15, 2004” in Section 2 of the Agreement shall be deleted and replaced by “December 30, 2004.”

4. 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 31, 2005.”

5. Schedule 1 attached hereto hereby corrects the identity of certain of the original Subscribers and amends and restates the respective beneficial ownership of Subordinated Notes, Commitment Amounts and Commitment Fees of each of the Subscribers as set forth on Schedule 1 to Amendment No. 2 to the Agreement to reflect as of the date hereof changes in beneficial ownership of Subordinated Notes by certain Noteholders.

6. The term “Amended Plan” as used in the Agreement shall mean the Company’s Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession as modified and dated July 30, 2004 and as further modified by the plan modifications filed with the Bankruptcy Court on November 12, 2004. The term “Plan Modifications” as used in the Agreement shall mean the plan modifications filed with the Bankruptcy Court on November 12, 2004 in connection with the Amended Plan.

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. 4 to the Agreement.

[The balance of this page has been intentionally left blank.]

2

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/ Rochelle F. Walk
Name:	Rochelle F. Walk
Title:	Vice President, General Counsel & Secretary

3

NOTEHOLDERS:

SUBSCRIBERS

Airlie Opportunity Master Fund, LTD.
By:	/s/ Steven Ezzes
Name:	Steven Ezzes
Title:	Managing Director
Berlin Capital Growth, L.P.
By:	Berlin Financial, Ltd., its general partner
/s/ Thomas G. Berlin
Name:	Thomas G. Berlin
Title:	Managing Member
Richard Groenendyke
By:	/s/ Richard Groenendyke
Ingalls & Snyder Value Partners, L.P.
By:	/s/ Thomas Boucher
Name:	Thomas Boucher
Title:	General Partner
Legacy Aggressive High Yield Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Managing Director/General Counsel

4

One Group High Yield Bond Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Manager
One Group Income Bond Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Manager
Pacholder High Yield Fund, Inc.
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Secretary
Southern UTE Permanent Fund
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Manager
WCI Steel, Inc. Defined Pension Benefit Plan
By:	Banc One High Yield Partners, LLC
By:	/s/ James P. Shanahan, Jr.
Name:	James P. Shanahan, Jr.
Title:	Manager

5

THIRD PARTY INVESTORS
Robert T. Clutterbuck Trust
By:	/s/ Robert T. Clutterbuck
Name:	Robert T. Clutterbuck
Title:	Trustee
Fledgling Associates LLC
By:	/s/ Ronald J. Bangs
Name:	Ronald J. Bangs
Title:	Authorized Signatory
J George Investments LLC
By:	Berlin Financial, Ltd., its investment advisor
/s/ Thomas G. Berlin
Name:	Thomas G. Berlin
Title:	Managing Member
Brad Shingleton
By:	/s/ Brad Shingleton

6

Schedule 1

Noteholders

Beneficial Holder	Principal Amount of Notes Beneficially Owned		Basic Commitment Amount		Total Commitment Amount including Standby Commitment if applicable		Commitment Fee
Airlie Opportunity Master Fund, LTD.1	$	4,750,000	$	3,800,000	$	10,090,161	$	390,508
Altman, Ronald	$	500,000	$	400,000	$	400,000	$	8,000
Berlin Capital Growth, L.P.	$	1,125,000	$	900,000	$	1,682,813	$	57,141
Blythefield Farms LLC	$	100,000	$	80,000	$	80,000	$	1,600
Boone, H. Sheppard	$	400,000	$	320,000	$	871,859	$	33,993
Boucher, Thomas	$	10,000	$	8,000	$	597,423	$	29,631
CFG Trust	$	250,000	$	200,000	$	200,000	$	4,000
Connecticut General Life Insurance	$	2,000,000	$	1,600,000	$	1,600,000	$	32,000
DiTosto, Thomas	$	320,000	$	256,000	$	807,183		32,679
Dougherty, John	$	1,000,000	$	800,000	$	1,902,637	$	71,132
Ferguson, Shannah	$	620,000	$	496,000	$	496,000	$	9,920
Foote, Lynn	$	100,000	$	80,000	$	544,836	$	24,842
Kenneth J. Foote IRA	$	100,000	$	80,000	$	80,000	$	1,600
Foote, Theresa M.	$	400,000	$	320,000	$	320,000	$	6,400
Groenendyke, Richard	$	120,000	$	96,000	$	96,000	$	1,920
Heritage Mark Foundation	$	2,300,000	$	1,840,000	$	1,840,000	$	36,800
Ingalls & Snyder Value Part. L.C.	$	8,700,000	$	6,960,000	$	20,988,418	$	840,621
Janovic, Adam	$	150,000	$	120,000	$	120,000	$	2,400
Janovic, Evan	$	300,000	$	240,000	$	240,000	$	4,800
Janovic, Neil	$	400,000	$	320,000	$	320,000	$	6,400
Legacy Aggressive High Yield Fund	$	150,000	$	120,000	$	120,000	$	2,400
One Group High Yield Bond Fund	$	4,250,000	$	3,400,000	$	6,487,528	$	222,376
One Group Income Bond Fund	$	500,000	$	400,000	$	400,000	$	8,000
Pacholder High Yield Fund, Inc.	$	2,250,000	$	1,800,000	$	2,563,473	$	74,174
Ramer 1990 Living Trust	$	200,000	$	160,000	$	160,000	$	3,000
Brad Shingleton Trust	$	175,000	$	140,000	$	140,000	$	2,800

¹ Successor in interest to Airlie Opportunity Fund, L.P. and Airlie Opportunity Fund Cayman, LTD.

7

Beneficial Holder	Principal Amount of Notes Beneficially Owned		Basic Commitment Amount		Total Commitment Amount including Standby Commitment if applicable		Commitment Fee
Elizabeth A. Shingleton Trust	$	100,000	$	80,000	$	80,000	$	1,600
Jennifer C. Shingleton Trust	$	100,000	$	80,000	$	80,000	$	1,600
Shingleton, Kenneth P.	$	100,000	$	80,000	$	80,000	$	1,600
Rebecca M. Shingleton Trust	$	75,000	$	60,000	$	60,000	$	1,200
Siegel, Christopher R.	$	300,000	$	240,000	$	792,399	$	32,420
Shuldiner, David	$	75,000	$	60,000	$	60,000	$	1,200
Solomon, Martin L.	$	150,000	$	120,000	$	1,094,264	$	51,113
Southern UTE Permanent Fund2	$	241,000	$	192,800	$	192,800	$	3,856
Steadfast LLC	$	100,000	$	80,000	$	80,000	$	1,600
William Robert Thomas Trust	$	150,000	$	120,000	$	120,000	$	2,400
Abigail Foote Thomas Trust	$	200,000	$	160,000	$	160,000	$	3,200
WCI Steel, Inc. Defined Pension Benefit Plan	$	100,000	$	80,000	$	80,000	$	1,600
Noteholders Total	$	32,861,000	$	26,288,800	$	56,027,794	$	2,012,526

Third Party Investors

Third Party Investor	Commitment Amount		Commitment Fee
Robert T. Clutterbuck Trust	$	524,000	$	10,480
Fledgling Associates LLC	$	5,540,194	$	277,010
Gator Investment Company	$	1,108,039	$	55,402
Gipson, Robert L.	$	3,324,116	$	166,206
Gipson, Thomas L.	$	3,324,116	$	166,206
J George Investments LLC	$	8,967,547	$	304,497
Monoyios, Nikolaus	$	3,324,116	$	166,206
Shingleton, Brad	$	120,000	$	2,400
Stein, John	$	1,108,039	$	55,402
Stein, Steven N.	$	1,108,039	$	55,402
Stifel Nicolaus & Company, Incorporated	$	524,000	$	10,480
Third Party Investors Total	$	28,972,206	$	1,269,691
Overall Totals:	Commitment Amount		Commitment Fee
	$	85,000,000	$	3,282,217

² Successor in interest to Southern UTE Growth Fund.

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