Registration Rights Agreement, dated as of January 31, 2005



 Exhibit 4.2 
  

REGISTRATION RIGHTS AGREEMENT 
  
 This Registration Rights Agreement (this “Agreement”), dated as of January 31, 2005, 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 “Offering”). 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 $53,711,200 of Preferred Shares. The Primary Registration Statement was declared effective by the Securities and Exchange Commission (the “SEC”) on December 27, 2004 and pursuant to the Offering, which
expired on January 25, 2005, holders of Subordinated Notes have subscribed for an aggregate of $51,392,000 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 of $33,608,000 of Preferred Shares consisting of (i) $26,288,800 of Preferred Shares representing the Noteholders’ Basic Commitment Amount (as defined in the Commitment Agreement), (ii) $2,319,200 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 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 January 27, 2005 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 (which assurances
are deemed received upon execution of this Agreement by such 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 registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if 

  

 - 2 - 








 
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 Exchange Act (collectively,
the “Subscriber Indemnified Persons”), against any losses, claims, 

  

 - 3 - 








 
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 1.2 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 such untrue statement or alleged untrue statement or omission or alleged omission was made in 

  

 - 4 - 








 
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 losses, claims, damages, liabilities or expenses referred to herein (i) in such proportion as is


  

 - 5 - 








 
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 Registration Statement or the related prospectus regarding such Subscriber untrue in
any material 

  

 - 6 - 








 
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, 15th Floor 
 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 
 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 
  
 (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. 
  

 - 7 - 








 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. 
  

 - 8 - 








 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:	 	/s/    JULIE A. BOLAND        
	 Name:
	 	Julie A. Boland
	 Title:
	 	Vice President, Chief Financial Officer and Treasurer


  

 - 9 - 









			
	NOTEHOLDERS:
	
	Airlie Opportunity Master Fund, LTD.
		
	By:	 	/S/    ADAM
GOODFRIEND        
	 Name:
	 	Adam Goodfriend
	 Title:
	 	Managing Director


  

			
	 Address:
 c/o Airlie Opportunity Fund, L.P.
 115 East Putnam Avenue
 Greenwich, CT 06830
 Fax: (203) 661-0479



  

			
	Ronald Altman
		
	By:	 	/S/    RONALD
ALTMAN        
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177




  

			
	Berlin Capital Growth, L.P.
	
	 By: Berlin Financial, Ltd., its general partner

		
	By:	 	/S/    THOMAS G.
BERLIN        
	 Name:
	 	Thomas G. Berlin
	 Title:
	 	Managing Member
	
	 Address:
 1325 Carnegie Avenue, Third Floor
 Cleveland, Ohio 44115
 Fax: (216) 623-1787



  

 - 10 - 









			
	Blythefield Farms LLC
		
	By:	 	/s/    KENNETH J. FOOTE        
	 Name:
	 	Kenneth J. Foote
	 Title:
	 	Manager


  

			
	Address:
	c/o Ingalls & Snyder LLC
	61 Broadway
	New York, NY 10006
	Fax: (212) 269-4177


  

			
	H. Sheppard Boone
		
	By:	 	/s/     H. SHEPPARD
BOONE        
	
	 Address:

	 c/o Ingalls & Snyder LLC

	 61 Broadway

	 New York, NY 10006

	 Fax: (212) 269-4177



  

			
	Thomas Boucher
		
	By:	 	/s/    THOMAS BOUCHER        
	
	 Address:

	 c/o Ingalls & Snyder LLC

	 61 Broadway

	 New York, NY 10006

	 Fax: (212) 269-4177



  

 - 11 - 









			
	CFG Trust
		
	By:	 	/s/    CHERYL F.
GROENENDYKE        
	 Name:
	 	Cheryl F. Groenendyke
	 Title:
	 	Trustee


  

			
	Address:
	c/o Ingalls & Snyder LLC
	61 Broadway
	New York, NY 10006
	Fax: (212) 269-4177


  

			
	Connecticut General Life Insurance
		
	By:	 	/s/     LEON MEYERS        
	 Name:
	 	Leon Meyers
	 Title:
	 	Investment Manager
	
	 Address:

	 c/o Ingalls & Snyder LLC

	 61 Broadway

	 New York, NY 10006

	 Fax: (212) 269-4177



  

			
	Thomas DiTosto
		
	By:	 	/s/    THOMAS
DITOSTO        
	
	 Address:

	 c/o Ingalls & Snyder LLC

	 61 Broadway

	 New York, NY 10006

	 Fax: (212) 269-4177



  

 - 12 - 









			
	John Dougherty
		
	By:	 	/s/    JOHN DOUGHERTY        
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177

	
	Shannah Ferguson
		
	By:	 	/s/    SHANNAH FERGUSON        
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177

	
	Lynn Foote
		
	By:	 	/s/    LYNN FOOTE        
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177



  

 - 13 - 









			
	Kenneth J. Foote IRA
		
	 By:
	 	/s/    KENNETH J. FOOTE        
	 Name:
	 	Kenneth J. Foote
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177

	
	Theresa M. Foote
		
	 By:
	 	/s/    THERESA M. FOOTE        
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177

	
	Richard Groenendyke
		
	 By:
	 	/s/    RICHARD
GROENENDYKE        
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177



  

 - 14 - 









			
	Heritage Mark Foundation
		
	 By:
	 	/s/    KENNETH J. FOOTE        
	 Name:
	 	Kenneth J. Foote
	 Title:
	 	Trustee
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177

	
	Ingalls & Snyder Value Partners, L.P.
		
	 By:
	 	/s/    THOMAS BOUCHER        
	 Name:
	 	Thomas Boucher
	 Title:
	 	General Partner
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177

	
	Adam Janovic
		
	 By:
	 	/s/    ADAM JANOVIC        
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177



  

 - 15 - 









			
	Evan Janovic
		
	By:	 	/s/    ADAM JANOVIC        
	 Title:
	 	Attorney-in-Fact
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177



  

			
	Neil Janovic
		
	By:	 	/s/    NEIL JANOVIC        
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177



  

			
	Ramer 1990 Living Trust
		
	By:	 	/s/    LAWRENCE RAMER        
	 Name:
	 	Lawrence Ramer
	 Title:
	 	Trustee
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177



  

 - 16 - 









			
	Bradford Shingleton Trust
		
	By:	 	/s/    BRAD SHINGLETON        
	 Name:
	 	Brad Shingleton
	 Title:
	 	Trustee
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177



  

			
	Elizabeth A. Shingleton Trust
		
	By:	 	/s/    SHIRLEY A. FOOTE        
	 Name:
	 	Shirley A. Foote
	 Title:
	 	Trustee
	
	 Address:
 c/o Ingalls & Snyder
LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177



  

			
	Jennifer C. Shingleton Trust
		
	By:	 	/s/    SHIRLEY A. FOOTE         
	 Name:
	 	Shirley A. Foote
	 Title:
	 	Trustee
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177



  

 - 17 - 









			
	Kenneth P. Singleton
		
	By:	 	/s/    KENNETH P.
SINGLETON        
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177



  

			
	Rebecca M. Shingleton Trust
		
	By:	 	/s/    SHIRLEY A. FOOTE         
	 Name:
	 	Shirley A. Foote
	 Title:
	 	Trustee
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177



  

			
	Christopher R. Siege
		
	By:	 	/s/    CHRISTOPHER R.
SIEGE        
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177



  

 - 18 - 









			
	Elizabeth Shuldiner Revocable Trust
		
	 By:
	 	/s/    DAVID SHULDINER        
	 Title:
	 	Trustee
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177

	
	Martin L. Solomon
		
	 By:
	 	/s/    MARTIN L. SOLOMON        
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177

	
	Steadfast LLC
		
	 By:
	 	/s/    STEVEN M. FOOTE        
	 Name:
	 	Steven M. Foote
	 Title:
	 	Manager
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177



  

 - 19 - 









			
	Abigail Foote Thomas Trust
		
	By:	 	/s/    SHIRLEY A. FOOTE        
	 Name:
	 	Shirley A. Foote
	 Title:
	 	Trustee
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177

	
	William Robert Thomas Trust
		
	By:	 	/s/    SHIRLEY A. FOOTE        
	 Name:
	 	Shirley A. Foote
	 Title:
	 	Trustee
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177

	
	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
	
	 Address:
 c/o Banc One High Yield Partners, LLC
 8044 Montgomery Rd.
 Suite 555
 Cincinnati, OH 45236
 Fax: (513) 985-3217



  

 - 20 - 









			
	Legacy Aggressive High Yield Fund
		
	By:	 	Pacholder Associates, Inc.
		
	By:	 	/s/    JAMES P. SHANAHAN,
JR.        
	 Name:
	 	James P. Shanahan, Jr.
	 Title:
	 	Managing Director and General Counsel
	
	 Address:
 c/o Banc One High Yield Partners, LLC
 8044 Montgomery Rd.
 Suite 555
 Cincinnati, OH 45236
 Fax: (513) 985-3217

	
	Southern UTE Permanent Fund
		
	By:	 	Banc One High Yield Partners, LLC
		
	By:	 	/s/    JAMES P. SHANAHAN,
JR.        
	 Name:
	 	James P. Shanahan, Jr.
	 Title:
	 	Manager
	
	 Address:
 c/o Banc One High Yield Partners, LLC
 8044 Montgomery Rd.
 Suite 555
 Cincinnati, OH 45236
 Fax: (513) 985-3217

	
	Pacholder High Yield Fund, Inc.
		
	By:	 	Pacholder & Company LLC
		
	By:	 	/s/    JAMES P. SHANAHAN,
JR.        
	 Name:
	 	James P. Shanahan, Jr.
	 Title:
	 	Manager
	
	 Address:
 c/o Banc One High Yield Partners, LLC
 8044 Montgomery Rd.
 Suite 555
 Cincinnati, OH 45236
 Fax: (513) 985-3217



  

 - 21 - 









			
	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
	
	Address:
	c/o Banc One High Yield Partners, LLC
	8044 Montgomery Rd.
	Suite 555
	 Cincinnati, OH 45236

	 Fax: (513) 985-3217

	
	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
	
	 Address:

	 c/o Banc One High Yield Partners, LLC

	 8044 Montgomery Rd.

	 Suite 555

	 Cincinnati, OH 45236

	 Fax: (513) 985-3217



  

 - 22 - 









			
	THIRD PARTY INVESTORS
	
	Robert T. Clutterbuck Trust
		
	By:	 	/s/    ROBERT T.
CLUTTERBUCK        
	 Name:
	 	Robert T. Clutterbuck
	 Title:
	 	Trustee
	
	Address:
	Kensington Oval
	Rocky River, OH 44116
	Fax: (440) 356-5259
	
	Fledgling Associates LLC
		
	By:	 	/s/    EDWARD STERN        
	 Name:
	 	Edward Stern
	 Title:
	 	Manager
	
	Address:
	c/o Ingalls & Snyder LLC
	61 Broadway
	New York, NY 10006
	 Fax: (212) 269-4177

	
	Gator Investment Company
		
	By:	 	/s/    ADAM JANOVIC        
	 Name:
	 	Adam Janovic
	 Title:
	 	Member
	
	Address:
	c/o Ingalls & Snyder LLC
	61 Broadway
	New York, NY 10006
	 Fax: (212) 269-4177



  

 - 23 - 









			
	Robert L. Gipson IRA
		
	By:	 	/s/    ROBERT L. GIPSON
IRA        
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177

	
	Thomas L. Gipson IRA
		
	By:	 	/s/    THOMAS L. GIPSON
IRA        
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177

	
	J George Investments LLC
		
	By:	 	 Berlin Financial, Ltd., its investment advisor

		
	By:	 	/s/    THOMAS G. BERLIN        
	 Name:
	 	Thomas G. Berlin
	 Title:
	 	Managing Member
	
	 Address:
 1325 Carnegie Avenue, Third Floor
 Cleveland, Ohio 44115
 Fax: (216) 623-1787



  

 - 24 - 









			
	Nikolaos Monoyios IRA
		
	By:	 	/s/    NIKOLAOS MONOYIOS
IRA        
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177

	
	Brad Shingleton
		
	By:	 	/s/    BRAD SHINGLETON        
	
	 Address:
 c/o Ingalls & Snyder LLC
 61 Broadway
 New York, NY 10006
 Fax: (212) 269-4177

	
	John Stein
		
	By:	 	/s/    JOHN STEIN        
	
	 Address:
 507 Carew Tower
 Cincinnati, OH 45202
 Fax: (513) 241-1026

	
	Steven N. Stein
		
	By:	 	/s/    STEVEN N. STEIN        
	
	 Address:
 507 Carew Tower
 Cincinnati, OH 45202
 Fax: (513) 241-1026



  

 - 25 - 









			
	Stifel Nicolaus & Company, Incorporated
		
	By:	 	/s/    RONALD J.
KRUSZEWSKI        
	 Name:
	 	Ronald J. Kruszewski
	 Title:
	 	Chairman and Chief Executive Officer
	
	Address:
	501 N. Broadway
	St. Louis, MO 63102
	Fax: (314) 342-2115


  

 - 26 - 








  
 APPENDIX I 

 
 BROKER’S NOTICE OF TRANSFER OF SECURITIES PURSUANT TO REGISTRATION
STATEMENT 
  
 Oglebay Norton Company 
 North Point Tower, 15th Floor 
 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: