Amendment No. 3 to Commitment Agreement, dated as of November 23, 2004



 Exhibit 10.1 
  
 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. 
  
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 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
	
	Thomas G. Berlin
	
	 /s/ Thomas G. Berlin


	
	Ingalls & Snyder Value Part. L.C.
		
	 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