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Exhibit 4.4
 AMENDMENT NO. 1, WAIVER AND CONSENT TO
REVOLVING CREDIT AGREEMENT
 THIS AMENDMENT NO. 1, WAIVER AND CONSENT TO REVOLVING CREDIT AGREEMENT Amendment
 OM GROUP, INC. Borrower
  NATIONAL CITY BANK Administrative
Agent Collateral Agent
 PRELIMINARY STATEMENTS:
 WHEREAS Credit Agreement
 WHEREAS Nickel Business Sale   Nickel
Business
 WHEREAS
 WHEREAS




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WHEREAS
 NOW, THEREFORE
 SECTION 1. AMENDMENTS.
 1.1 Nickel Sale
Closing Date
 Leverage Ratio
 1.2
 Consolidated Net Debt minus
 1.3
 Consolidated Net Worth
 1.4
 First Amendment
 1.5
 9.7. Leverage Ratio
 2




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Testing Period
    
    RatioTesting Period ended September 30, 2005
    
    4.00 to 1.00Testing Period ended December 31, 2005
    
    4.00 to 1.00Testing Period ended March 31, 2006
    
    4.00 to 1.00Testing Period ended June 30, 2006
    
    4.00 to 1.00Testing Period ended September 30, 2006
    
    4.00 to 1.00Testing Period ended December 31, 2006 and any Testing Period
thereafter
    
    3.50 to 1.00
 1.6
 9.8. Minimum Net Worth minus plus provided
 1.7
 9.15. Consolidated Capital Expenditures
 1.8
 SECTION 2. CONSENTS AND WAIVERS.
  3




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provided
 SECTION 3. BINDING EFFECT
 Amendment Effective Date
 (a)
 (b)
 (c)
 (d)
 (e)
 4




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SECTION 4. RATIFICATIONS
  SECTION 5. REPRESENTATIONS AND WARRANTIES.
  (a) Authorization, Validity and Binding Effect.
 (b) Representations and Warranties True and Correct.
 (c) No Event of Default, etc.
 (d) Compliance.
 SECTION 6. MISCELLANEOUS
 6.1 Successors and Assigns.
 6.2 Survival of Representations and Warranties. 5
        6.3 Reference to Credit Agreement.
 6.4 Expenses.
 6.5 Severability.
 6.6 Applicable Law.
 6.7 Headings.
 6.8 Entire Agreement.
 6.9 Jury Trial Waiver. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO A TRIAL BY 6
       JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT,
THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO
HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OR ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATION
IN THIS SECTION.
 6.10 Counterparts.
  7




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IN WITNESS WHEREOF
 OM GROUP, INC.By:Name:
Title:NATIONAL CITY BANK,Individually as a Lender, the Swing Line
Lender, the Letter of Credit Issuer, and in its capacity as the
Administrative Agent and the Collateral Agent,and the ArrangerBy:Name:
Title:KEYBANK NATIONAL ASSOCIATION,as a LenderBy:Name:
Title:JPMORGAN CHASE BANK, N.A.,as a LenderBy:Name:
Title:




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ACKNOWLEDGMENT, CONSENT AND RATIFICATION
 Amendment
     JURY TRIAL WAIVER. EACH OF THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS ACKNOWLEDGMENT
AND AGREEMENT OF THE CREDIT PARTIES (THIS  ACKNOWLEDGMENT ) OR THE FOREGOING AMENDMENT OR ANY OTHER
CREDIT DOCUMENT (INCLUDING, WITHOUT LIMITATION, ANY




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AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS RELATING TO ANY OF THE FOREGOING), OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY. EACH OF THE UNDERSIGNED HEREBY (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING JURY TRIAL
WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES TO THIS ACKNOWLEDGMENT AND THE FOREGOING
CONSENT & LIMITED WAIVER LETTER HAVE BEEN INDUCED TO ENTER INTO THIS ACKNOWLEDGEMENT AND THE
CONSENT & LIMITED WAIVER LETTER, AS APPLICABLE, BY, AMONG OTHER THINGS, THE WAIVERS AND
CERTIFICATIONS SET FORTH IN THIS PARAGRAPH.




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IN WITNESS WHEREOF
 OMG AMERICAS, INC.,as a GuarantorOMG FIDELITY, INC.,as a GuarantorOMG JETT, INC.,as a GuarantorOM HOLDINGS, INC.,as a GuarantorOMG KG HOLDINGS, INC.,as a Guarantor
 By:Name:as an officer, on behalf ofeach of the above corporations