AMENDED AND RESTATED credit agreement
between
ON MARINE SERVICES COMPANY
(f/k/a Oglebay Norton Company) and
OGLEBAY NORTON MARINE SERVICES COMPANY, L.L.C.,
as Borrowers,
and
NATIONAL CITY BANK
July 1, 2005
1. CROSS-REFERENCE 1
2. SUBJECT LOAN 2
2.01 SUBJECT NOTE 2
2.02 OPTIONAL PREPAYMENTS 2
2.03 INTEREST PERIOD DETERMINATION 2
2.04 INTEREST 3
2.05 INCREASED COSTS, ILLEGALITY, ETC. 4
2.06 BREAKAGE COMPENSATION 5
3A. INFORMATION 6
3A.01 FINANCIAL STATEMENTS 6
3A.02 NOTICE 7
3B. GENERAL FINANCIAL STANDARDS 8
3C. AFFIRMATIVE COVENANTS 9
3C.01 TAXES 9
3C.02 FINANCIAL RECORDS 9
3C.03 VISITATION 10
3C.04 INSURANCE 10
3C.05 CORPORATE EXISTENCE 10
3C.06 COMPLIANCE WITH LAW 10
3C.07 PROPERTIES 11
3C.08 SWAP AGREEMENTS 11
3D. NEGATIVE COVENANTS 11
3D.01 EQUITY TRANSACTIONS 11
3D.02 CREDIT EXTENSIONS 13
3D.03 BORROWINGS 14
3D.04 LIENS, LEASES 14
3D.05 [RESERVED] 16
4A. CLOSING 16
4A.01 SUBJECT NOTE 16
4A.02 RESOLUTIONS/INCUMBENCY 16
4A.03 LEGAL OPINION 16
4A.04 FINANCIAL STATEMENTS 16
4A.05 SECURITY AGREEMENTS 17
4A.06 MORTGAGES 17
4A.07 DOCUMENTATION FEE 17
4B. WARRANTIES 17
4B.01 EXISTENCE 17
4B.02 GOVERNMENTAL RESTRICTIONS 17
4B.03 CORPORATE AUTHORITY 17
4B.04 LITIGATION 18
4B.05 TAXES 18
4B.06 TITLE 18
4B.07 LAWFUL OPERATIONS 18
4B.08 INSURANCE 18
4B.09 FINANCIAL STATEMENTS 19
4B.10 DEFAULTS 19
4B.11 TRUE AND COMPLETE DISCLOSURE 19
4B.12 NO MATERIAL ADVERSE EFFECT 19
5A. EVENTS OF DEFAULT 19
5A.01 PAYMENTS 19
5A.02 WARRANTIES 19
5A.03 COVENANTS WITH GRACE 20
5A.04 CROSS-DEFAULT 20
5A.05 BORROWER'S AND GUARANTOR'S SOLVENCY 20
5A.06 MATERIAL ADVERSE EFFECT 20
5B. EFFECTS OF DEFAULT 20
5B.01 OPTIONAL DEFAULTS 20
5B.02 AUTOMATIC DEFAULTS 21
5B.03 OFFSETS 21
6A. INDEMNITY: STAMP TAXES 21
6B. INDEMNITY: UNFRIENDLY TAKEOVERS 21
6C. INDEMNITY: COLLECTION COSTS 21
7. BANK'S PURPOSE 21
8. INTERPRETATION 21
8.01 WAIVERS 21
8.02 CUMULATIVE PROVISIONS 22
8.03 BENEFIT OF AGREEMENT 22
8.04 SURVIVAL OF PROVISIONS 23
8.05 IMMEDIATE U.S. FUNDS 23
8.06 CAPTIONS 23
8.07 SUBSECTIONS 23
8.08 ILLEGALITY 23
8.09 OHIO LAW 23
8.10 INTEREST COMPUTATIONS 23
8.11 NOTICE 23
8.12 ACCOUNTING TERMS 24
8.13 ENTIRE AGREEMENT 24
8.14 WAIVER OF JURY TRIAL 24
8.15 LATE CHARGE; APPLICATION OF PAYMENTS 24
8.16 SHARING OF INFORMATION 24
9. DEFINITIONS 24
SUPPLEMENTAL SCHEDULE 34
AMENDED AND RESTATED NOTE 35
AMENDED AND RESTATED CREDIT AGREEMENT
This Amended and Restated Credit Agreement (this "Agreement") is made as of July
1, 2005 by and among ON MARINE SERVICES COMPANY (formerly known as Oglebay
Norton Company) ("ONMS"), and OGLEBAY NORTON MARINE SERVICES COMPANY, L.L.C., a
Delaware limited liability company (collectively, "Borrower") and NATIONAL CITY
BANK ("Bank").
Recitals:
A. Borrower and Bank are parties to a Credit Agreement dated as of July 14, 1997
(the "Original Credit Agreement"); the First Amendment to Credit Agreement dated
as of January 15, 1999; the Second Amendment to Credit Agreement dated as of
July 15, 1999; the Third Amendment to Credit Agreement dated as of July 12,
2000; the Fourth Amendment to Credit Agreement dated as of September 30, 2001;
the Fifth Amendment to Credit Agreement dated as of December 24, 2001; the Sixth
Amendment to Credit Agreement dated as