Amendment No. 2 and Waiver, to Financing Agreement, dated as of January 31, 2005



 Exhibit 10.27 
 AMENDMENT NO. 2 AND WAIVER TO 
 FINANCING AGREEMENT 
 AMENDMENT NO. 2 AND WAIVER, dated as of December 12, 2005 (this “Amendment”), to the Financing Agreement, dated as of
January 31, 2005, as amended by Amendment No. 1 thereto, dated as of June 1, 2005 (as so amended, the “Financing Agreement”), by and among Oglebay Norton Company, an Ohio corporation (the “Parent”),
each subsidiary of the Parent listed as a “Borrower” on the signature pages to the Financing Agreement (together with the Parent, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of
the Parent listed as a “Guarantor” on the signature pages to the Financing Agreement (each a “Guarantor” and collectively the “Guarantors”, and together with the Borrowers, each a “Loan
Party” and collectively, the “Loan Parties”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), Silver Point Finance, LLC, a Delaware limited
liability company, as collateral agent and syndication agent for the Lenders and as lead arranger (in such capacities, together with its successors and assigns in such capacities, if any, the “Collateral Agent”), Wells Fargo
Foothill, Inc., a California corporation, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, if any the “Administrative Agent”; and together with the Collateral
Agent, each an “Agent” and collectively the “Agents”), and JPMorgan Chase Bank and Bank of America, N.A, each as a documentation agent for the Lenders (in such capacity, together with their respective successors and
assigns in such capacity, if any, each a “Documentation Agent” and collectively, the “Documentation Agents”). 
 Preamble 
 The Borrowers, the Guarantors, the Required Lenders (as defined in the Financing Agreement) and the Agents wish
to (i) amend the Financing Agreement and (ii) waive the requirement to deliver a fairness opinion in connection with the O-N Minerals (St. Clair) Sale (as defined below). Accordingly, the parties hereto hereby agree as follows: 

1. Definitions. All terms used herein which are defined in the Financing Agreement and not otherwise defined herein shall have the meanings
assigned to them in the Financing Agreement. 
 2. Amendment. Section 8.02(h) of the Financing Agreement is hereby amended by
inserting the following new clause “(v)” immediately before clause “(w)” therein: 
 “(v) any Loan
Party may pay any management fees or any other fees or expenses (including the reimbursement thereof by any Loan Party) to any other Loan Party pursuant to any management, consulting or other services agreement with any other Loan Party;”

 3. Waiver. Effective as of the Amendment Effective Date (as defined below), in accordance with Section 13.02 of the Financing
Agreement, the Required Lenders hereby waive any requirement to deliver a fairness opinion pursuant to Section 8.02(c)(i)(C) of the Financing Agreement, in connection with the sale by O-N Minerals (St. Clair) Company 








 
(formerly known as Global Stone St. Clair Inc.) of (i) the Facility located in Marble City, Oklahoma, (ii) all mining and processing equipment
related thereto and (iii) all limestone reserves located within, or under such Facility (the “O-N Minerals (St. Clair) Sale”). 
 The waiver set forth above shall be effective only in this specific instance and for the specific purposes set forth herein and does not allow any other or further departure from the terms of the Financing Agreement or any other Loan
Documents, which terms shall continue in full force and effect. 
 4. Representations and Warranties. Each Loan Party hereby jointly
and severally represents and warrants to the Agents and the Lenders that this Amendment and the Financing Agreement, as amended hereby, constitute the legal, valid and binding obligations of each Loan Party, enforceable against such Loan Party in
accordance with their terms. 
 5. Conditions to Effectiveness. This Amendment shall become effective (the “Amendment
Effective Date”) upon the date on which the Collateral Agent shall have received counterparts of this Amendment that bear the signatures of each Borrower, each Guarantor, each Agent and the Required Lenders. 
 6. Continued Effectiveness of the Financing Agreement and Other Loan Documents. 
 (a) Each Loan Party hereby (i) acknowledges and consents to this Amendment, (ii) confirms and agrees that the Financing
Agreement and each other Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan
Document to “the Financing Agreement”, the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Financing Agreement shall mean the Financing Agreement as amended
by this Amendment, and (iii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Collateral Agent for the benefit of the Agents and the Lenders, or to grant to the Collateral Agent for the
benefit of the Agents and the Lenders a security interest in or Lien on, any Collateral as security for the Obligations or Guaranteed Obligations, as the case may be, of any Loan Party from time to time existing in respect of the Financing Agreement
and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects. This Agreement does not and shall not affect any of the obligations of any Loan Party, other than
as expressly provided herein, including, without limitation, the Borrowers’ obligation to repay the Loans in accordance with the terms of Financing Agreement, or the obligations of any other Loan Party under any Loan Document to which it is a
party, all of which obligations shall remain in full force and effect. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agents or any
Lender under the Financing Agreement or any other Loan Document, nor constitute a waiver of any provision of the Financing Agreement or any other Loan Document. 
 (b) This Amendment shall constitute a Loan Document for all purposes of the Financing Agreement and the other Loan Documents. 

 

 2 








 7. Miscellaneous. 
 (a) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which
shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall be equally effective as delivery of an
original executed counterpart of this Amendment. 
 (b) Section and paragraph headings herein are included for convenience of
reference only and shall not constitute a part of this Amendment for any other purpose. 
 (c) THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. 
 (d) Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. 
 (e) Borrowers will pay on demand all reasonable fees, costs and expenses of the Agents in connection with the preparation, execution and
delivery of this Amendment or otherwise payable under the Financing Agreement, including, without limitation, reasonable fees, disbursements and other charges of counsel to the Agents. 
  

 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the
date set forth on the first page hereof. 
  
  

			
	
	 BORROWERS:
  
 ERIE NAVIGATION COMPANY
 ERIE SAND AND GRAVEL COMPANY
 ERIE SAND STEAMSHIP CO.
 O-N MINERALS (CHEMSTONE) COMPANY
(formerly known as Global Stone Chemstone Corporation)
 O-N MINERALS (ERIE) COMPANY
(formerly known as Mountfort Terminal, Ltd.)
 O-N MINERALS (FILLER PRODUCTS)
COMPANY
(formerly known as Global Stone Filler Products, Inc.)
 O-N MINERALS (JAMES RIVER) COMPANY
(formerly
known as Global Stone James River, Inc.)
 O-N MINERALS (LUTTRELL) COMPANY
(formerly known as Global Stone Tenn
Luttrell Company)
 O-N MINERALS (MICHIGAN) COMPANY
(formerly known as Michigan Limestone Operations,
Inc.)
 O-N MINERALS (PORTAGE) COMPANY LLC
(formerly known as Global Stone Portage, LLC)
 O-N MINERALS (ST. CLAIR) COMPANY
(formerly known as Global Stone St. Clair Inc.)
 O-N MINERALS (TERMINALS) COMPANY
(formerly known as Oglebay Norton Terminals, Inc.)
 OGLEBAY NORTON COMPANY
 OGLEBAY NORTON INDUSTRIAL SANDS, INC.
 OGLEBAY NORTON MARINE SERVICES COMPANY,
L.L.C.
 OGLEBAY NORTON SPECIALTY MINERALS, INC.

		
	By:	 	/s/ Julie A. Boland 
		 	 Name: Julie A. Boland
 Title: VP, CFO &
Treasurer













					
	O-N MINERALS (PENROC) COMPANY LP (formerly known as Global Stone PenRoc, LP)
		
	By:	 	 O-N Minerals (GSPC) Company,
 its general
partner

			
		 	By:	 	/s/    Julie A. Boland
		 		 	 Name: Julie A. Boland
 Title:   VP,
CFO & Treasurer

	
	TEXAS MINING, LP
		
	By:	 	 ONTEX, Inc.
 its general
partner

			
		 	By:	 	/s/    Julie A. Boland
		 		 	 Name: Julie A. Boland
 Title: VP, CFO &
Treasurer











			
	GUARANTORS:
	
	 O-N MINERALS COMPANY (formerly known as Global Stone Corporation)
 O-N MINERALS (GEORGIA) COMPANY (formerly known as Global Stone Management Company)
 O-N MINERALS (GSPC) COMPANY (formerly known as GS PC Inc.)
 O-N MINERALS (LIME) COMPANY (formerly known as GS Lime Company)
 OGLEBAY NORTON ENGINEERED MATERIALS, INC.
 OGLEBAY NORTON MANAGEMENT COMPANY
 OGLEBAY NORTON MARINE MANAGEMENT COMPANY, L.L.C.
 OGLEBAY NORTON MINERALS, INC.
 ON COAST PETROLEUM COMPANY
 ON MARINE SERVICES COMPANY
 ONCO INVESTMENT COMPANY
 ONCO WVA, INC.
 ONMS MANAGEMENT COMPANY, LLC
 ONTEX, INC.
 SAGINAW MINING COMPANY

		
	By:	 	/s/    Julie A. Boland
		 	 Name: Julie A. Boland
 Title:   VP, CFO & Treasurer













			
	 COLLATERAL AGENT:
  
 SILVER POINT FINANCE, LLC

		
	By:	 	/s/    Frederick H. Fogel
		 	 Name: Frederick H. Fogel
 Title:   General
Counsel











			
	 ADMINISTRATIVE AGENT AND LENDER:

	  
 WELLS FARGO FOOTHILL,
INC.

		
	By:	 	 /s/ David Sanchez

		 	 Name: David Sanchez

		 	 Title: Vice President



  
  
  








			
	LENDERS:
	  
 SPF CDO I, LLC

		
	By:	 	 /s/ Frederick H. Fogel

		 	 Name: Frederick H. Fogel

		 	 Title: General Counsel



  

			
	Field Point I, Ltd.
		
	By:	 	 /s/ Frederick H. Fogel

		 	 Name: Frederick H. Fogel

		 	 Title: General Counsel



  
  

			
	Field Point II, Ltd.
		
	By:	 	 /s/ Frederick H. Fogel

		 	 Name: Frederick H. Fogel

		 	 Title: General Counsel



  

			
	 Spiret IV Loan Trust 2003-A
 By: Wilmington
Trust Company no in its
 Individual capacity but solely as trustee

		
	By:	 	 /s/ Mary Kay Pupillo

		 	 Name: Mary Kay Pupillo

		 	 Title: Assistant Vice President



  

			
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Jang S. Kim

		 	 Name: Jang S. Kim

		 	 Title: Vice President











			
	 LENDERS:
  

JPMorgan Chase Bank, N.A.

		
	By:	 	/s/ Paul Weyhrecht 
		 	 Name: Paul Weyhrecht
 Title: Vice
President

	
	Bear Stearns Investment Products, Inc.
		
	By:	 	/s/ John McDermont 
		 	 Name: John McDermont 
 Title: Vice
President

	
	JPMorgan Chase Bank, N.A.
		
	By:	 	/s/ Paul Weyhrecht
		 	 Name: Paul Weyhrecht
 Title: Vice
President

	
	Cooksmill
		
	By:	 	/s/ David Muldoon 
		 	 Name: David Muldoon 
 Title: AGM –
Structured Products

	
	Black Diamond International Funding, LTD
		
	By:	 	/s/ Alan Corkish
		 	 Name: Alan Corkish
 Title:
Director

	
	Oak Hill Advisors
		
	By:	 	/s/ Scott Krase
		 	 Name: Scott Krase
 Title: Authorized
Signatory











			
	 LENDERS:
  
 OAK HILL SECURITIES FUND, L.P.

		
	By:	 	 Oak Hill Securities GenPar, L.P.

	 It General Partner

		
	 By:
	 	 Oak Hill Securities MGP, Inc.,

	 Its General Partner

		
	 By:
	 	 /s/ Scott D. Krase

		 	 Name: Scott D. Krase
 Title: Vice President

	
	 OAK HILL SECURITIES FUND II, L.P.

		
	 By:
	 	 Oak Hill Securities GenPar II, L.P.

	 It General Partner

		
	 By:
	 	 Oak Hill Securities MGP II, Inc.,

	 Its General Partner

		
	 By:
	 	 /s/ Scott D. Krase

		 	 Name: Scott D. Krase
 Title: Vice President

	
	 SMBC MVI SPC,
 (1) on behalf of an for the account of Segregated Portfolio No. 1

		
	 By:
	 	 Oak Hill Separate Account Management I, LLC

	 As Investment Manager

		
	 By:
	 	 /s/ Scott D. Krase

		 	 Name: Scott D. Krase
 Title: Authorized Person











			
	 LENDERS:
  

OAK HILL CREDIT PARTNERS I, LIMITED

		
	 By:
	 	 Oak Hill CLO Management I, LLC

	 As Investment Manager

		
	 By:
	 	/s/ Scott D. Krase
		 	 Name: Scott D. Krase
 Title: Authorized Person

	
	 OAK HILL CREDIT PARTNERS II, LIMITED

		
	 By:
	 	 Oak Hill CLO Management II, LLC

	 As Investment Manager

		
	 By:
	 	 /s/ Scott D. Krase

		 	 Name: Scott D. Krase
 Title: Authorized Person

	
	 OAK HILL CREDIT PARTNERS III, LIMITED

		
	 By:
	 	 Oak Hill CLO Management III, LLC

	 As Investment Manager

		
	 By:
	 	 /s/ Scott D. Krase

		 	 Name: Scott D. Krase
 Title: Authorized Person

	
	 OAK HILL CREDIT PARTNERS IV, LIMITED

		
	 By:
	 	 Oak Hill CLO Management IV, LLC

	 As Investment Manager

		
	 By:
	 	 /s/ Scott D. Krase

		 	 Name: Scott D. Krase
 Title: Authorized Person











			
	 LENDERS:
  

OAK HILL CREDIT ALPHA FUND, L.P.
  
 By: Oak Hill Credit Alpha GenPar, L.P.,
 Its General Partner
  
 By: Oak Hill Credit Alpha MGP, LLC,
 Its General Partner

		
	By:	 	 /s/ Scott D. Krase

		 	 Name: Scott D. Krase

		 	 Title: Vice President

	  
  
 OAK HILL CREDIT ALPHA FUND
 (OFFSHORE), LTD.

		
	By:	 	 /s/ Scott D. Krase

		 	 Name: Scott D. Krase

		 	 Title: Vice President

	  
  
 Oak Hill Credit Opportunity Financing, Ltd.

		
	By:	 	 /s/ Scott D. Krase

		 	 Name: Scott D. Krase

		 	 Title: Director

	  
  
 Royal Bank of Canada

		
	By:	 	 /s/ Suzanne Kalcher

		 	 Name: Suzanne Kalcher

		 	 Title: Attorney – In – Fact

	  
  
 Morgan Stanley Senior Funding, Inc.

		
	By:	 	 /s/ Ian Sandler

		 	 Name: Ian Sandler

		 	 Title: Authorized Signatory











			
	 LENDERS:
  

Grand Central Asset Trust, BDC Series

		
	By:	 	 /s/ Mikus N. Kins

		 	 Name: Mikus N. Kins

		 	 Title: Attorney – In – Fact

	  
  
 LIMESTONE INVESTORS, L.L.C.
  
 By: Farallon Capital Management, L.L.C.
 Its Manager

		
	By:	 	 /s/ Raj Patel

		 	 Name: Raj Patel

		 	 Title: Managing Member