OGLEBAY NORTON CO /OHIO/
WAIVER AND AMENDMENT NO. 8 TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>WAIVER AND AMENDMENT NO. 8 TO CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

                                   WAIVER AND
                                 AMENDMENT NO. 8
                                       TO
                                CREDIT AGREEMENT

     This WAIVER AND AMENDMENT NO. 8 TO CREDIT AGREEMENT (this "Agreement and
Amendment"), made as of September 11, 2003, among OGLEBAY NORTON COMPANY
("Borrower"), the Banks (as defined in the Credit Agreement (as hereinafter
defined) (the "Banks")), and KEYBANK NATIONAL ASSOCIATION, as administrative
agent for the Banks ("Agent"),

                                  WITNESSETH :

     WHEREAS, Borrower, the Banks, Agent, Bank One, Michigan (now known as Bank
One, NA), as Syndication Agent and The Bank of Nova Scotia, as Documentation
Agent have entered into that certain Credit Agreement, dated as of May 15, 1998,
as amended and restated as of April 3, 2000, and as subsequently amended by that
certain Amendment No. 1 to Credit Agreement and Waiver, dated as of June 30,
2001, Amendment No. 2 to Credit Agreement and Waiver, dated as of November 9,
2001, Amendment No. 3 to Credit Agreement, dated as of December 24, 2001,
Amendment No. 4 to Credit Agreement, dated as of October 23, 2002, Amendment No.
5 to Credit Agreement, dated as of January 8, 2003, Waiver Letter and Amendment
No. 6 to Credit Agreement, dated as of March 31, 2003 and Waiver Letter and
Amendment No. 7 to Credit Agreement, dated as of June 13, 2003 (as so amended
from time to time, the "Credit Agreement"), pursuant to which the Banks have
made certain loans and other financial accommodations available to Borrower;

     WHEREAS, Borrower has advised the Agent that certain Events of Default have
occurred under the Credit Agreement, as further described on Exhibit A attached
hereto (the "Designated Events of Default");

     WHEREAS, as a condition to any further waiver of the Designated Events of
Default, Borrower has agreed, subject to the terms and conditions of this
Agreement and Amendment and the Loan Documents, as amended hereby, and in
enforcement of the rights of the Agent on behalf of the Banks under the Credit
Agreement, to sell certain assets and to remit a portion of the proceeds of such
asset sales to the Banks as a partial realization on collateral securing the
Credit Agreement to reduce the outstandings and the Commitments under the Credit
Agreement;

     WHEREAS, subject to the terms and conditions hereof, the Banks and the
Agent are willing to waive the Designated Events of Default; and

     WHEREAS, the parties also desire to amend certain provisions of the Credit
Agreement as set forth herein and the Banks which are signatories hereto
constitute the "Majority Banks" required to so amend the Credit Agreement
pursuant to Section 10.3 thereof;

<PAGE>

     NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Borrower and the Banks hereby agree
as follows:

1.   DEFINED TERMS.

     Each defined term used herein and not otherwise defined herein shall have
the meaning ascribed to such term in the Credit Agreement, as amended hereby.

2.   SCHEDULES 2 AND 3 TO CREDIT AGREEMENT; UPDATED DISCLOSURE SCHEDULES.

     Schedules 2 and 3 to the Credit Agreement are amended by deleting the
existing Schedules 2 and 3 and replacing such schedules with Schedule 2 and
Schedule 3 as attached hereto and such revised Schedules 2 and 3 shall be
incorporated into the Credit Agreement as if fully written therein. In addition,
the following Schedules to the Credit Agreement, Schedules 6.1, 6.4, 6.5, 6.6,
6.17 and 6.19, are amended by deleting the existing Schedules 6.1, 6.4, 6.5,
6.6, 6.17 and 6.19, and replacing such schedules with new Schedules 6.1, 6.4,
6.5, 6.6, 6.17 and 6.19, attached hereto as Annex I, and such revised Schedules
6.1, 6.4, 6.5, 6.6. 6.17 and 6.19 shall be incorporated into the Credit
Agreement as if fully written therein.

3.   AMENDMENT TO THE CREDIT AGREEMENT.

     3.1 Amendment to Article I. Article I, Definitions, is amended by: (i)
adding thereto the new definitions "Adjusted Total Availability Amount,"
"Amendment No. 8," "Amendment No. 8 Closing Date," "Amendment No. 8 Fee,"
"Dominion of Funds Agreement," "Michigan MLO Leasehold Proceeds Mortgage,"
"Permitted Asset Dispositions," "Reserve Amount," "Special Availability Amount,"
"Special Revolving Credit Exposure," "Special Revolving Loans," "Standard
Revolving Loans," and "Total Availability Amount" to be inserted into Article I
in appropriate alphabetical order and (ii) amending the definitions of
"Applicable Commitment Fee Rate," "Applicable Margin," "Change of Control,"
"Consolidated Pro-Forma EBITDA," "Default Rate," and "Total Commitment Amount"
to read as follows:

          "Adjusted Total Availability Amount" shall mean, at any time from and
     after the date on which the Special Availability Conditions have been
     satisfied, an amount equal to the Total Availability Amount then in effect
     minus $20,000,000 plus the Special Availability Reserve Amount then in
     effect.

          "Amendment No. 8" shall mean that certain Waiver and Amendment No. 8
     to Credit Agreement, dated as of September 11, 2003.

          "Amendment No. 8 Agent Fee Letter" shall mean that certain Fee Letter
     between Agent and Borrower, dated as of the date of Amendment No. 8.

          "Amendment No. 8 Closing Date" shall mean date on which the "Effective
     Date" (as such term is defined in Section 5 of Amendment No. 8) occurs.

          "Amendment No. 8 Fee" shall have the meaning set forth in Section 2.5
     hereof.

                                                                               2

                      Amendment No. 8 to Credit Agreement

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          "Applicable Commitment Fee Rate" shall mean one hundred (100) basis
     points. Nothing in this definition modifies or waives, in any respect, the
     rights of the Banks to charge the Default Rate in lieu of the rate
     specified above, or the rights and remedies of Agent and the Banks pursuant
     to Articles VII and VIII hereof.

          "Applicable Margin" shall mean (a) with respect to Standard Revolving
     Loans, (i) six hundred (600) basis points for LIBOR Loans, and (ii) four
     hundred (400) basis points for Prime Rate Loans, and (b) with respect to
     Special Revolving Loans, (i) nine hundred (900) basis points for LIBOR
     Loans, and (ii) seven hundred (700) basis points for Prime Rate Loans.
     Nothing in this definition modifies or waives, in any respect, the rights
     of the Banks to charge the Default Rate in lieu of the rate specified
     above, or the rights and remedies of Agent and the Banks pursuant to
     Articles VII and VIII hereof.

          "Change of Control" shall mean the occurrence of any one of any the
     following events: (a) the acquisition of, or, if earlier, the shareholder
     or director approval of the acquisition of, ownership or voting control,
     directly or indirectly, beneficially or of record, on or after the Closing
     Date, by any Person or group (as the terms beneficial ownership, person,
     and group are used for purposes of or are within the meaning of Rule 13d-3
     of the SEC under the Securities Exchange Act of 1934, as then in effect),
     shares representing more than fifty-percent (50%) of the aggregate Voting
     Power (whether exclusive or non-exclusive) represented by the issued and
     outstanding capital stock of Borrower; (b) the occupation of a majority of
     the seats (other than vacant seats) on the board of directors of Borrower
     by Persons who were neither (i) nominated by the board of directors of
     Borrower nor (ii) appointed by directors so nominated; (c) the Board of
     Directors or stockholders of Borrower shall approve (i) any consolidation
     or merger of the Borrower where the stockholders of Borrower, immediately
     prior to the consolidation or merger, would not, immediately after the
     consolidation or merger, beneficially own, directly or indirectly, shares
     representing in the aggregate 50% or more of the voting shares of the
     corporation issuing cash or securities in the consolidation or merger (or
     of its ultimate parent corporation, if any), (ii) any asset sale of all or
     substantially all of the assets of the Borrower or any division thereof
     (provided, however, that the consummation of any or all of the Permitted
     Asset Dispositions shall not be deemed to be a sale of a division of the
     Borrower), and (iii) any plan or proposal for the liquidation or
     dissolution of the Borrower; or (d) the 2002 Senior Secured Fund Notes (or
     any of them) or any other Indebtedness under the 2002 Senior Secured Fund
     Notes shall cease to constitute, or the Borrower and its Subsidiaries (or
     any of them) shall challenge in writing or otherwise that, the 2002 Senior
     Secured Fund Notes (or any of them) or any other Indebtedness under the
     2002 Senior Secured Fund Notes constitute "Senior Indebtedness" and
     "Designated Senior Indebtedness" in each case as such term is defined in
     the Indenture.

          "Consolidated Pro-Forma EBITDA" shall mean the sum of (a) Consolidated
     EBITDA, plus (b)(i) without duplication, the EBITDA of Companies acquired
     by Borrower and its Subsidiaries during the most recently completed four
     (4) fiscal quarters to the extent that such EBITDA of Companies acquired is
     confirmed by audited financial or other information satisfactory to Agent,
     minus (ii) EBITDA of Companies (including without limitation EBITDA of
     those Companies that comprise the businesses described on Schedule 5.12(e))
     disposed of by Borrower and its Subsidiaries during the most

                                                                               3

                      Amendment No. 8 to Credit Agreement

<PAGE>

     recently completed four (4) fiscal quarters, plus (c) the amount by which
     professional fees incurred by the Borrower through Amendment No. 8 Closing
     Date exceeded Borrower's budget set forth in Schedule 1A, plus (d) the
     amount of professional fees and expenses incurred by the Borrower after the
     Amendment No. 8 Closing Date for professionals listed on Schedule 1B.

          "Default Rate" shall mean, at any time, a rate per annum equal to two
     hundred (200) basis points in excess of the rate of interest that would
     otherwise be applicable under this Agreement at such time.

          "Dominion of Funds Agreement" shall mean the Dominion of Funds
     Agreement, in the form of the attached Exhibit K, dated as of the Amendment
     No. 8 Closing Date, among the Agent, on behalf of the Banks, the Loan
     Agreement Agent, on behalf of the Loan Agreement Banks, and the Collateral
     Agent, as the same may from time to time by amended, restated or otherwise
     modified or replaced.

          "Michigan MLO Leasehold Proceeds Mortgage" shall have the meaning set
     forth in Section 5.35 hereof.

          "Net Proceeds" shall mean

          (a) the cash proceeds (including cash proceeds subsequently received
     in respect of non-cash consideration initially received) from any sale,
     transfer or other disposition of assets of Borrower or any of its
     Subsidiaries to a Person, including without limitation, cash payments in
     respect of inventory sales, payments in respect of other dispositions of
     Collateral (other than the sale of inventory in the ordinary course of
     business to the extent giving rise to accounts receivable) and real
     property of Borrower and each Subsidiary, in each case net of (x) selling
     expenses, including without limitation any reasonable broker's fees or
     commissions, costs of discontinuing operations associated with such assets
     and sales, transfer and similar taxes and (y) the repayment of any
     Indebtedness secured by a purchase money Lien on such assets that is
     permitted under this Agreement;

          (b) the cash proceeds from the issuance and/or sale of equity or debt
     securities of Borrower or any Subsidiaries thereof by any means, whether
     pursuant to any public offering, Rule 144A offering, private placement with
     one or more institutional investors or otherwise, net of transaction costs
     (including customary fees, costs and expenses including, without
     limitation, underwriters' or placement agents' discounts and commissions
     and transfer and similar taxes) (excluding any (i) proceeds from the
     issuance or sale of equity or debt securities in connection with a
     Permitted Acquisition and (ii) proceeds from the issuance of any equity or
     debt securities pursuant to compensation plans for employees, executive
     officers or directors of Borrower and the Subsidiaries thereof), and

          (c) the cash proceeds from any Material Recovery Event.

          "Permitted Asset Dispositions" shall have the meaning set forth in
     Section 5.12(e) hereof.

          "Reserve Amount" shall mean, at any time, an amount equal to (a)
     $3,500,000, plus (b) during the period commencing on January 1, 2004, and
     continuing until the first

                                                                               4

                      Amendment No. 8 to Credit Agreement

<PAGE>

     date thereafter as of which (i) the Banks and the Loan Agreement Banks have
     received at least $115,000,000 in aggregate Net Proceeds from Permitted
     Asset Dispositions occurring after the Amendment No. 8 Closing Date, and
     such Net Proceeds have been applied to the Debt and the Indebtedness under
     the Loan Agreement, as contemplated by the Intercreditor Agreement and the
     Dominion of Funds Agreement, and (ii) no Unmatured Event of Default or
     Event of Default exists, an amount equal to $2,800,000, plus (c) to the
     extent that less than $100,000,000 in aggregate Net Proceeds from Permitted
     Asset Dispositions occurring after the Amendment No. 8 Closing Date has
     been received by January 1, 2004, an amount equal to $5,000,000, which
     amount shall be eliminated as a component of the Reserve Amount only upon
     receipt by the Banks and the Loan Agreement Banks by February 25, 2004, of
     at least $100,000,000 in aggregate Net Proceeds from Permitted Asset
     Dispositions occurring after the Amendment No. 8 Closing Date for
     application to the Debt and the Indebtedness under the Loan Agreement, as
     contemplated by the Intercreditor Agreement and the Dominion of Funds
     Agreement, plus (d) the Special Availability Reserve Amount then in effect,
     plus (e) from and after the first date on which the Total Commitment Amount
     hereunder has been reduced due solely to the application of Net Proceeds
     from Permitted Asset Dispositions occurring after the Amendment No. 8
     Effective Date to $75,000,000 in accordance with Section 2.7(b)(II) hereof,
     and continuing at all times thereafter, an amount equal to the aggregate
     amount of Net Proceeds from Permitted Asset Dispositions that are
     thereafter applied to Revolving Loans but not applied to reduce the
     Revolving Loan Commitment or Total Commitment Amount hereunder, and (f) an
     additional amount equal to (i) during the period commencing October 31,
     2003 and continuing through November 29, 2003, $3,000,000, (ii) during the
     period commencing November 30, 2003 and continuing through December 30,
     2003, $8,750,000, (iii) during the period commencing December 31, 2003 and
     continuing through January 14, 2004, $10,000,000, and (iv) at all other
     times, $0.

          "Special Availability Conditions" shall mean each of the following
     conditions: (a) receipt by the Banks and the Loan Agreement Banks of at
     least $100,000,000 in aggregate Net Proceeds from Permitted Asset
     Dispositions occurring after the Amendment No. 8 Closing Date for
     application to the Debt and the Indebtedness under the Loan Agreement, as
     contemplated by the Intercreditor Agreement and the Dominion of Funds
     Agreement, and (ii) no Unmatured Event of Default or Event of Default
     having occurred or being in existence.

          "Special Availability Reserve Amount" shall mean an amount equal to
     the lesser of (i) the aggregate amount of Net Proceeds from Permitted Asset
     Dispositions occurring after the Amendment No. 8 Closing Date that have
     been applied to the Revolving Loans pursuant to Section 2.7 hereof, and
     (ii) $20,000,000, provided, however, that from and after the date on which
     all of the Special Availability Conditions have been satisfied, and
     continuing throughout the remainder of the Commitment Period, such amount
     shall be reduced by (i) $20,000,000 during the period from May 1 through
     August 15 of each year during such period, and (ii) $12,000,000 at all
     other times during such period.

          "Special Revolving Credit Exposure" shall mean (a) at all times prior
     to the satisfaction of all of the Special Availability Conditions, an
     amount equal to Zero Dollars

                                                                               5

                      Amendment No. 8 to Credit Agreement

<PAGE>

     ($0), and (b) at all times thereafter, the amount (if any) by which
     Revolving Credit Exposure at such time exceeds the Adjusted Total
     Availability Amount at such time.

          "Special Revolving Loans" means, at any time, that portion of the
     Revolving Loans equal to the Special Revolving Credit Exposure at such
     time.

          "Standard Revolving Loans" means, at any time, that portion of the
     Revolving Loans that does not constitute Special Revolving Loans.

          "Total Availability Amount" shall mean, at any time, the Total
     Commitment Amount then in effect minus the Reserve Amount.

          "Total Commitment Amount" shall mean, at any time, the principal
     amount of One Hundred Forty-Seven Million Dollars ($147,000,000) (or such
     lesser amount as shall be determined pursuant to this Agreement).

     3.2  Amendment to Section 2.1A.

     (a) The first sentence of Section 2.1A is amended in its entirety to read
as follows:

          Subject to the terms and conditions of this Agreement, during the
     Commitment Period, the Banks shall make a Revolving Loan or Revolving Loans
     to Borrower in such amount or amounts as Borrower may from time to time
     request, but not exceeding in aggregate principal amount at any time
     outstanding hereunder the Total Availability Amount, when such proposed
     Revolving Loans are combined with the Revolving Credit Exposure. . . .

     (b) The second and third paragraphs of Section 2.1A are amended in their
entirety to read as follows:

          Borrower shall pay interest on the unpaid principal amount of Prime
     Rate Loans outstanding from time to time from the date thereof until paid
     at the Derived Prime Rate from time to time in effect. Interest on such
     Prime Rate Loans shall be payable, commencing October 3, 2003, and on the
     third day of each succeeding month thereafter and at the maturity thereof.

          Borrower shall pay interest on the unpaid principal amount of each
     LIBOR Loan outstanding from time to time, from the date thereof until paid,
     at the Derived LIBOR Rate, fixed in advance for each Interest Period (but
     subject to changes in the Applicable Margin) as herein provided for each
     such Interest Period. Interest on such LIBOR Loans shall be payable on each
     Interest Adjustment Date with respect to an Interest Period (provided that
     if an Interest Period exceeds one (1) month, the interest must be paid
     every month, commencing one (1) month from the beginning of such Interest
     Period).

                                                                               6

                      Amendment No. 8 to Credit Agreement

<PAGE>

     3.3 Amendment to Section 2.1B. The first sentence of Section 2.1B is
amended in its entirety to read as follows:

          Subject to the terms and conditions of this Agreement, during the
     Commitment Period, Agent shall make a Swing Loan or Swing Loans to Borrower
     in such amount or amounts as Borrower may from time to time request;
     provided, that Agent shall not make any Swing Loan under the Swing Line if,
     after giving effect thereto, (a) the Revolving Credit Exposure would exceed
     the Total Availability Amount, or (b) the aggregate outstanding principal
     amount of all Swing Loans would exceed the Swing Line Commitment. . . . .

     3.4  Amendment to Section 2.1C.

     (a) The second sentence of Section 2.1C is amended in its entirety to read
as follows:

     . . . Borrower shall not request any Letter of Credit (and neither Agent
     nor any Fronting Bank shall be obligated to issue any Letter of Credit) if,
     after giving effect thereto, (a) the Letter of Credit Exposure would exceed
     the Letter of Credit Commitment, or (b) the Revolving Credit Exposure would
     exceed the Total Availability Amount. . . . .

     (b) The third paragraph of Section 2.1C is amended through clause (a)(i)
thereof to read as follows:

          In respect of each Letter of Credit and the drafts thereunder, if any,
     whether issued for the account of Borrower or a Pledgor, Borrower agrees
     (a) to pay to Agent, for the pro rata benefit of the Banks, a
     non-refundable commission based upon the face amount of the Letter of
     Credit, which shall be paid monthly in arrears, at a rate per annum equal
     to (i) the then current Applicable Margin for LIBOR Loans (i.e. the
     Applicable Margin for LIBOR Loans in effect on the date such Letter of
     Credit is issued and, as to each monthly payment thereafter, the Applicable
     Margin for LIBOR Loans in effect on the date of such monthly payment),
     times (ii) . . . .

     3.5 Amendment to Section 2.5. Section 2.5 is amended by restating
subparagraph (a) thereof in its entirety as follows, and by adding new
subparagraphs (d), (e) and (f) thereto to read as follows:

          (a) Borrower shall pay to Agent, for the ratable account of the Banks,
     as a consideration for the Commitment hereunder, a commitment fee from the
     Amendment No. 8 Closing Date to and including the last day of the
     Commitment Period, payable monthly, equal to (i) the Applicable Commitment
     Fee Rate in effect on the payment date, times (ii) (A) the Total Commitment
     Amount, less (B) the average daily Revolving Credit Exposure during such
     month. The commitment fee shall be payable, in arrears, on September 30,
     2003, and on the last day of each month thereafter, and on the last day of
     the Commitment Period.

                                                                               7

                      Amendment No. 8 to Credit Agreement

<PAGE>

          (d) Borrower shall pay to Agent on the Amendment No. 8 Closing Date,
     for the ratable account of the Banks that approve and execute Amendment No.
     8, an amendment fee equal to 100 basis points multiplied by the Total
     Commitment Amount as of such date (the "Amendment No. 8 Fee").

          (e) Borrower shall pay to Agent, for its sole account and benefit, all
     fees set forth in the Amendment No. 8 Agent Fee Letter.

          (f) Borrower shall pay to the Agent, for the ratable account of the
     Banks, all fees describe on Schedule 2.5(f) attached hereto and by
     reference made a part hereof.

     3.6 Amendment to Section 2.6. Section 2.6 is amended by adding a new
sentence at the end thereof to read as follows:

     . . . Notwithstanding any other provision of this Agreement or any of the
     Loan Documents, from and after the date of any Event of Default, interest
     shall be payable monthly on the last day of each month or, at the election
     of Agent (which election shall be communicated in writing to Borrower), at
     such more frequent intervals as Agent shall in its sole discretion require.

     3.7 Amendment to Section 2.7 Section 2.7 of the Credit Agreement shall be
amended in its entirety to read as follows:

          SECTION 2.7. MANDATORY PAYMENT; MANDATORY REDUCTION OF COMMITMENT.

               (a) MANDATORY PAYMENT. If the Revolving Credit Exposure at any
          time exceeds the Total Availability Amount, Borrower shall, as
          promptly as practicable, but in no event later than the next Business
          Day, prepay an aggregate principal amount of the Revolving Loans
          sufficient to bring the aggregate outstanding principal amount of all
          such Loans and the aggregate undrawn face amount of all issued and
          outstanding Letters of Credit within the Total Availability Amount.
          Any prepayment of a LIBOR Loan pursuant to this Section 2.7(a) shall
          be subject to the prepayment breakage fees set forth in Section 2.4
          hereof.

               (b) MANDATORY APPLICATION OF NET PROCEEDS; RESULTING MANDATORY
          REDUCTION IN REVOLVING CREDIT COMMITMENTS AND TERM LOANS.

                    (i) APPLICATION OF NET PROCEEDS. From and after the
               Amendment No. 8 Closing Date, Borrower shall apply all Net
               Proceeds therein relating to Borrower or any of the Companies
               (including without limitation all Net Proceeds from Permitted
               Asset Dispositions) promptly upon receipt thereof to Term Loans
               under the Loan Agreement and Revolving Loans hereunder
               outstanding at the time of such receipt with such applications of
               Net Proceeds being applied among the Banks and the Loan Agreement
               Banks as set forth in further detail in the Intercreditor

                                                                               8

                      Amendment No. 8 to Credit Agreement

<PAGE>

               Agreement and the Dominion of Funds Agreement; provided, however,
               that nothing in this Subsection or in the definition of "Net
               Proceeds" shall constitute authorization not otherwise permitted
               by this Agreement for Borrower or any Subsidiary thereof to enter
               into any transaction that would generate Net Proceeds.

                    (II) EFFECT OF APPLICATION OF NET PROCEEDS OF PERMITTED
               ASSET DISPOSITIONS AS COMMITMENT REDUCTION. Each application of
               Net Proceeds of Permitted Asset Dispositions with respect to
               Revolving Loans shall constitute not only a reduction in such
               Revolving Loans but also a permanent reduction in the amount of
               the Revolving Credit Commitment (and the Total Commitment Amount)
               of the Banks hereunder, provided, however, that (A) the first
               $20,000,000 of Net Proceeds from Permitted Asset Dispositions
               occurring after the Amendment No. 8 Closing Date applied to
               Revolving Loans shall not constitute a permanent reduction in the
               amount of the Revolving Credit Commitment (or the Total
               Commitment Amount), but shall instead increase the Special
               Availability Reserve Amount under (and subject to) clause (a) of
               the definition of Special Availability Reserve Amount, and (B) in
               no event will the aggregate amount of permanent reductions to the
               amount of the Revolving Credit Commitment (and the Total
               Commitment Amount) due solely to the application of Net Proceeds
               of Permitted Asset Dispositions to Revolving Loans result in a
               Total Commitment Amount that is below Seventy-Five Million
               Dollars ($75,000,000), and any remaining Net Proceeds from
               Permitted Asset Dispositions after application to Revolving Loans
               and permanent reductions to the Revolving Credit Commitment (and
               the Total Commitment Amount) shall increase the Reserve Amount
               under (and subject to) clause (e) of the definition of Reserve
               Amount. Each application of Net Proceeds of Permitted Asset
               Dispositions with respect to Term Loans required by this Section
               2.7 shall constitute not only a reduction in such Term Loans but
               also a permanent reduction in the amount of the applicable Term
               Loan Commitment of the Loan Agreement Banks under the Loan
               Agreement. Amounts applied with respect to Term Loans under the
               Loan Agreement may not be reborrowed.

     3.8 Amendment to Section 5.3. Section 5.3 is amended by deleting the word
"and" at the end of subparagraph (g), replacing the period at the end of
subparagraph (h) with a semicolon, and adding a new subparagraph (i) thereto
immediately following subparagraph (h), to read as follows:

          (i) by no later than Wednesday of each week, a 13-week rolling cash
     flow forecast, compared to Borrower's most current plan then submitted to
     the Agent, in form and with content and detail satisfactory to the Agent.

                                                                               9

                      Amendment No. 8 to Credit Agreement

<PAGE>

     3.9 Amendment to Sections 5.7, 5.7A and 5.7B. Sections 5.7, 5.7A and 5.7B
of the Agreement shall be deleted and replaced by the following new Section 5.7:

     SECTION 5.7 FINANCIAL COVENANTS

          (a) LEVERAGE RATIO. The Companies shall not suffer or permit at any
     time the Leverage Ratio to exceed: (i) 9.55 to 1.00 at the end of any
     fiscal quarter ending during the period of July 1, 2003 through September
     30, 2003, (ii) 9.30 to 1.00 at the end of any fiscal quarter ending during
     the period of October 1, 2003 through December 31, 2003, (iii) 9.40 to 1.00
     at the end of any fiscal quarter ending during the period of January 1,
     2004 through March 31, 2004, (iv) 8.95 to 1.00 at the end of any fiscal
     quarter ending during the period of April 1, 2004 through June 30, 2004,
     (v) 8.25 to 1.00 at the end of any fiscal quarter ending during the period
     of July 1, 2004 through September 30, 2004, and (vi) 7.60 to 1.00 at the
     end of any fiscal quarter ending during the period of October 1, 2004 and
     thereafter.

          (b) SENIOR SECURED DEBT RATIO. The Companies shall not suffer or
     permit at any time the ratio of: (x) Total Senior Funded Indebtedness to
     the extent such Indebtedness is a secured obligation (but, excluding for
     purposes hereof, the Indebtedness evidenced by the 2002 Senior Secured Fund
     Notes) to (y) Consolidated Pro-Forma EBITDA to be greater than: (i) 5.70 to
     1.00 at the end of any fiscal quarter ending during the period of July 1,
     2003 through September 30, 2003, (ii) 5.45 to 1.00 at the end of any fiscal
     quarter ending during the period of October 1, 2003 through December 31,
     2003, (iii) 5.65 to 1.00 at the end of any fiscal quarter ending during the
     period of January 1, 2004 through March 31, 2004, (iv) 5.50 to 1.00 at the
     end of any fiscal quarter ending during the period of April 1, 2004 through
     June 30, 2004, (v) 4.95 to 1.00 at the end of any fiscal quarter ending
     during the period of July 1, 2004 through September 30, 2004, and (vi) 4.45
     to 1.00 at the end of any fiscal quarter ending during the period of
     October 1, 2004 and thereafter, in each case, based upon the financial
     statements of the Companies for the most recently completed four (4) fiscal
     quarters.

          (c) INTEREST COVERAGE. The Companies shall not suffer or permit at any
     time the ratio of: (x) Consolidated Pro-Forma EBITDA to (y) Consolidated
     Pro-Forma Interest Expense (less non cash amortized financing and FAS 133
     costs to the extent included in Consolidated Pro-Forma Interest Expense in
     accordance with GAAP) to be less than: (i) 1.04 to 1.00 at the end of any
     fiscal quarter ending during the period of July 1, 2003 through September
     30, 2003, (ii) 1.03 to 1.00 at the end of any fiscal quarter ending during
     the period of October 1, 2003 through December 31, 2003, (iii) 1.08 to 1.00
     at the end of any fiscal quarter ending during the period of January 1,
     2004 through March 31, 2004, (iv) 1.18 to 1.00 at the end of any fiscal
     quarter ending during the period of April 1, 2004 through June 30, 2004,
     (v) 1.26 to 1.00 at the end of any fiscal quarter ending during the period
     of July 1, 2004 through September 30, 2004, and (vi) 1.34 to 1.00 at the
     end of any fiscal quarter ending during the period of October 1, 2004 and
     thereafter, in each case, based upon the financial statements of the
     Companies for the most recently completed four (4) fiscal quarters.

                                                                              10

                      Amendment No. 8 to Credit Agreement

<PAGE>

          (d) CASH-FLOW COVERAGE. The Companies shall not suffer or permit at
     any time the ratio of: (x) Consolidated Pro-Forma Cash Flow to (y)
     Consolidated Pro-Forma Fixed Charges (excluding from Pro-Forma Fixed
     Charges for purposes of calculating compliance with this covenant, amounts
     payable with respect to the Revolving Loans and the Term Loans (as defined
     in the Loan Agreement) to be less than: (i) 0.52 to 1.00 at the end of any
     fiscal quarter ending during the period of July 1, 2003 through September
     30, 2003, (ii) 0.56 to 1.00 at the end of any fiscal quarter ending during
     the period of October 1, 2003 through December 31, 2003, (iii) 0.57 to 1.00
     at the end of any fiscal quarter ending during the period of January 1,
     2004 through March 31, 2004, (iv) 0.67 to 1.00 at the end of any fiscal
     quarter ending during the period of April 1, 2004 through June 30, 2004,
     (v) 0.76 to 1.00 at the end of any fiscal quarter ending during the period
     of July 1, 2004 through September 30, 2004, and (vi) 0.81 to 1.00 at the
     end of any fiscal quarter ending during the period of October 1, 2004 and
     thereafter, in each case, based upon the financial statements of the
     Companies for the most recently completed four (4) fiscal quarters.

          (e) NET WORTH. The Companies shall not suffer or permit Consolidated
     Net Worth at any time, based upon the Consolidated financial statements of
     the Companies for the most recently completed fiscal quarter, to fall below
     the current minimum amount required, which current minimum amount required
     shall be: (i) as of September 30, 2003, an amount equal to $83,500,000,
     (ii) as of December 31, 2003, an amount equal to $75,000,000, (iii) as of
     March 31, 2004, an amount equal to $67,500,000, (iv) as of June 30, 2004,
     an amount equal to $66,000,000, (v) as of September 30, 2004, an amount
     equal to $66,000,000, and (vi) as of December 31, 2004 and thereafter, an
     amount equal to $57,500,000; provided, however, in each case, that (i) any
     non-cash impact to Consolidated Net Worth related to FAS 142 shall be
     excluded in calculating Borrower's compliance with this covenant and (ii)
     any potential non-cash impact associated with the extinguishment of
     Indebtedness (as a result of Amendment No. 8 and that certain Waiver and
     Amendment No. 2 to Note Purchase Agreement, dated as of the Amendment No. 8
     Closing Date) as indicated pursuant to EITF 96.19/SFAS 140 shall likewise
     be excluded in calculating Borrower's compliance with this covenant.

          (f) MINIMUM CONSOLIDATED PRO-FORMA EBITDA. The Companies shall not
     suffer or permit at any time Consolidated Pro-Forma EBITDA to be less than
     (i) $47,000,000 at the end of any fiscal quarter ending during the period
     of June 30, 2003 through September 30, 2003, (ii) $47,000,000 at the end of
     any fiscal quarter ending during the period of October 1, 2003 through
     December 31, 2003, (iii) $48,500,000 at the end of any fiscal quarter
     ending during the period of January 1, 2004 through March 31, 2004, (iv)
     $53,000,000 at the end of any fiscal quarter ending during the period of
     April 1, 2004 through June 30, 2004, (v) $56,500,000 at the end of any
     fiscal quarter ending during the period of July 1, 2004 through September
     30, 2004, and (vi) $58,500,000 at the end of any fiscal quarter ending
     during the period of October 1, 2004 and thereafter, in each case, based
     upon the financial statements of the Companies for the most recently
     completed four (4) fiscal quarters.

                                                                              11

                      Amendment No. 8 to Credit Agreement

<PAGE>

          (g) CAPITAL EXPENDITURES. Borrower and its Subsidiaries shall not
     invest in Consolidated Capital Expenditures in an aggregate amount
     exceeding $23,500,000 in any fiscal year.

          (h) ADJUSTMENTS TO FINANCIAL COVENANTS DUE TO PERMITTED ASSET
     DISPOSITIONS. Attached hereto as Schedule 5.7(h) are quarterly projections
     for fiscal years 2003 and 2004 for each of the Borrower's businesses
     identified in Item 1 of Schedule 5.12(e) hereto. The Companies and the
     Agent acknowledge that adjustments to financial covenants due to Permitted
     Asset Dispositions will be negotiated in good faith based upon the
     information contained in Schedule 5.7(h).

     3.10 Amendment to Section 5.12(e). Section 5.12(e) is amended in its
entirety to read as follows:

          (e) in addition to any assets permitted to be disposed of pursuant to
     subpart (d) above, the Companies may consummate the asset sales described
     on Schedule 5.12(e) attached hereto and by reference made a part hereof
     (collectively, the "Permitted Asset Dispositions").

     3.11 Amendment to Section 5.17. The final proviso to Section 5.17 is
amended to read as follows:

          . . . ; provided, further, however that, so long as no Event of
     Default exists or immediately thereafter shall begin to exist, Borrower may
     use any portion of the proceeds to make scheduled interest payments
     (including all amounts required to be paid under the Indenture with respect
     to the missed interest payment due August 1, 2003 and the interest payment
     due February 1, 2004 should that payment be missed) with respect to such
     Indebtedness to the extent not restricted by Section 5.21.

     3.12 Amendment to Section 5.18. Section 5.18 is amended in its entirety to
read as follows:

          SECTION 5.18. [RESERVED].

     3.13 Amendment to Section 5.21. Section 5.21 is amended by adding the
following phrase at the end of the first sentence and a new sentence at the end
thereof:

     . . . (including all amounts required to be paid under the Indenture with
     respect to the missed interest payment due August 1, 2003 and the interest
     payment due February 1, 2004 should that payment be missed). In addition,
     with respect to all Indebtedness other than Subordinated Indebtedness and
     the 2002 Senior Secured Funds Notes (including without limitation any
     earn-out or similar arrangements), no Company shall repurchase or make any
     optional prepayment or optional redemption or exercise any right of
     defeasance or covenant defeasance or similar right.

                                                                              12

                      Amendment No. 8 to Credit Agreement

<PAGE>

     3.14 Amendment to Section 5.27. Section 5.27 is amended in its entirety to
read as follows:

          SECTION 5.27. [RESERVED].

     3.15 Amendment to Section 5.34. Section 5.34 is amended in its entirety to
read as follows:

          SECTION 5.34. INFORMATION REGARDING ASSET DISPOSITIONS. Borrower shall
     furnish to Agent true and complete copies, as soon as they become
     available, of each of the following in connection with any proposed sale of
     any of the Companies' assets (including without limitation all Permitted
     Asset Dispositions): (a) each final offering memorandum generated with
     respect thereto; (b) all preliminary indications of interest received with
     respect thereto; (c) all management presentations in connection therewith;
     (d) draft and final term sheets discussed or negotiated with prospective
     buyers, (e) draft and execution copies of all purchase documentation; and
     (f) copies of all applicable financing commitments; provided, however, that
     items (b) (c), (d) and (e) shall be held in strict confidence by the Agent,
     to be shared by the Agent with its attorneys, financial advisors and with
     the Banks only pursuant to reasonable confidentiality restrictions.

     3.16 Amendment to Article V. Article V is amended by adding the following
new Sections 5.35, 5.36 and 5.37 thereto:

          SECTION 5.35. MICHIGAN MLO MINERAL LEASE. Borrower will use its best
     efforts to obtain the consent of the lessors under each lease to a
     leasehold mortgage granted by Borrower (and/or any other appropriate
     Obligors(s)) in favor of the Agent with respect to Borrower's interests
     under such leases (for purposes hereof, "best efforts" shall not include
     requiring the Borrower to renegotiate the lease if such negotiation would
     cause a material change in the operations of the leased property or a
     material adverse effect on Borrower's financial condition). Without
     limiting the generality of the foregoing, (a) Borrower will permit the
     Agent to participate in the Borrower's negotiations with said lessors with
     respect thereto and to be present at such meetings with said lessors and
     its representatives as the Agent shall; reasonably request, and (b)
     Borrower will present said lessors with (i) the draft leasehold mortgage
     and consent documents attached hereto as Exhibit M, and (ii) such legal
     analyses as Borrower shall have obtained with respect to the effectiveness
     of prohibitions on leasehold mortgages. On or prior to the Amendment No. 8
     Closing Date, Borrower (and/or any other appropriate Obligor(s)) will
     execute and deliver to Agent a Future Advance Mortgage and Rents and
     Fixture Filing or Leasehold Proceeds, substantially in the form attached
     hereto as Exhibit L (the "Michigan MLO Leasehold Mortgage") with respect to
     each of the leases described on Schedule 5.35 attached hereto; provided,
     however, that Agent shall not be permitted to file such Mortgages of record
     without the prior written consent of Borrower which consent may not be
     given pursuant to the exercise of any power of attorney on the Borrower's
     behalf.

                                                                              13

                      Amendment No. 8 to Credit Agreement

<PAGE>

          SECTION 5.36. LEGACY COSTS. Borrower and its legal and financial
     advisors will: (a) engage in detailed consultations with the Agent and its
     legal and financial advisors with respect to developing appropriate cost
     savings measures relating to the Companies' early retirement provisions of
     their pension plans and post-retirement medical benefits, and (b) undertake
     all appropriate cost savings measures on a timely basis unless Borrower
     reasonably demonstrates that implementation of such measures will result in
     materially adverse consequences to the Companies' business, operations or
     human resource situation.

          SECTION 5.37. LOCKBOXES; CASH MANAGEMENT SYSTEMS. The Companies will
     establish within 14 days following the Amendment No. 8 Closing Date, and
     thereafter maintain such lockboxes and accounts, and shall execute and
     deliver such blocked account agreements, deposit account control agreements
     and other agreements and documents as the Agent shall require to ensure
     that Agent has dominion of funds and a continuing first-priority security
     interest in and lien on all of each Company's Collections and Remittances
     (as each such term is defined in the Security Agreements) and all proceeds
     thereof and of other Collateral and all cash. Within fourteen (14) days
     after the Amendment No. 8 Closing Date, the Companies will send to each of
     their Account Debtors (as defined in the Security Agreements) a notice
     directing such Account Debtors to remit all Collections and Remittances to
     the appropriate lockbox (copies of which notices shall be provided to Agent
     upon request).

     3.17 Amendment to Section 7.2. Section 7.2 is amended to add therein
references to "5.34," "5.35," "5.36" and "5.37" after the reference to "5.21."

     3.18 Amendment to Article VII. Article VII is amended by adding new
Sections 7.16 and 7.17 thereto to read as follows:

          SECTION 7.16. NET PROCEEDS FROM PERMITTED ASSET DISPOSITIONS. If the
     Companies shall fail to deliver to the Agent and the Loan Agreement Agent,
     by no later than February 25, 2004, aggregate Net Proceeds from Permitted
     Asset Dispositions occurring after the Amendment No. 8 Closing Date in an
     aggregate amount of at least One Hundred Million Dollars ($100,000,000) for
     application to the Debt and the Indebtedness under the Loan Agreement in
     accordance with the terms of this Agreement, the Loan Agreement, the
     Intercreditor Agreement and the Dominion of Funds Agreement.

          SECTION 7.17. LIMITED EXCLUSION FROM EVENTS OF DEFAULT.
     Notwithstanding any other provision of this Agreement or any of the Loan
     Documents, an Event of Default (or an event that with the lapse of time
     would become an Event of Default) under the Indenture arising solely from
     Borrower's failure to make the interest payment due under the Indenture on
     August 1, 2003 or February 1, 2004, shall not constitute an Event of
     Default under this Agreement so long as all of the following conditions
     continue to be met: (i) with respect to the interest payment due on
     February 1, 2004, a reserve has been imposed by the Agent under clause (c)
     of the definition of Reserve Amount and remains in effect (except that this
     condition shall not be deemed to have failed if (A) such reserve is
     released in order to permit Borrower to make such interest payment, (B)
     such interest payment is in fact made by Borrower on the same day

                                                                              14

                      Amendment No. 8 to Credit Agreement

<PAGE>

     as the release of such reserve, and (C) any such Event of Default (or event
     that with the lapse of time would become an Event of Default) under the
     Indenture is permanently waived in accordance with the provisions of the
     Indenture effective upon such payment by Borrower), (ii) the Indebtedness
     under the Indenture has not been accelerated, (iii) neither the trustee
     under the Indenture nor any of the holders thereunder have taken any action
     to enforce any rights and remedies under the Indenture or any documents
     relating thereto, and (iv) no Default or Event of Default (each as defined
     in the Note Purchase Agreement) shall have occurred or be continuing with
     respect to Borrower's failure to make such payment.

4.   REPRESENTATIONS AND WARRANTIES.

     Borrower hereby represents and warrants as follows:

     4.1 The Agreement and Amendment. This Agreement and Amendment has been duly
and validly executed by an authorized executive officer of Borrower and
constitutes the legal, valid and binding obligation of Borrower enforceable
against Borrower in accordance with its terms. The execution, delivery, and
performance of this Agreement and Amendment, the Credit Agreement (as amended
hereby), and the other Loan Documents to which Borrower is a party are within
Borrower's corporate powers, have been duly authorized, and are not in
contravention of law or the terms of Borrower's Certificate of Incorporation or
By-Laws or any indenture (including the Indenture) or other document or
instrument evidencing borrowed money or any other agreement or undertaking to
which Borrower is a party or by which it or its property is bound.

     4.2 Claims and Defenses; Waiver and Release. As of the date of this
Agreement and Amendment, neither Borrower nor any of the Companies has any
defenses, claims, counterclaims or setoffs with respect to the Credit Agreement,
the Loan Documents or any obligations thereunder or with respect to any actions
of Agent, the Syndication Agent, the Documentation Agent, the Banks or any of
their respective affiliates, officers, directors, shareholders, employees,
agents or attorneys, and Borrower irrevocably and absolutely waives any such
defenses, claims, counterclaims and setoffs and releases Agent, the Syndication
Agent, the Documentation Agent, the Banks, and each of their respective
affiliates, officers, directors, shareholders, employees, agents and attorneys,
from the same.

     4.3 Credit Agreement; Status of Credit Agreement. The Credit Agreement, as
amended by this Agreement and Amendment, remains in full force and effect and
remains the valid and binding obligation of Borrower enforceable against
Borrower in accordance with its terms except as expressly limited hereby. As of
the date of this Agreement and Amendment, the representations and warranties of
Borrower set forth in the Credit Agreement as amended hereby are true and
correct in all material respects with the same force and effect as if made on
and as of such date except to the extent that any thereof expressly relate to an
earlier date.

     4.4 Nonwaiver. The execution, delivery, performance and effectiveness of
this Agreement and Amendment shall not, except as provided in Section 6 of this
Agreement and Amendment, operate as, be deemed to be, or be construed to be a
waiver: (i) of any right, power or remedy of Agent, the Syndication Agent, the
Documentation Agent, or any Bank under the

                                                                              15

                      Amendment No. 8 to Credit Agreement

<PAGE>

Credit Agreement or (ii) of any term, provision, representation, warranty or
covenant contained in the Credit Agreement or any other documentation executed
in connection therewith. Further, except as provided in Section 6 of this
Agreement and Amendment, none of the provisions of this Agreement and Amendment
shall constitute, be deemed to be or construed to be: (i) a waiver of any Event
of Default under the Credit Agreement as previously amended and as further
amended by this Agreement and Amendment or (ii) a revocation of any prior
written waivers of any Events of Default thereunder.

     4.5 Reference to and Effect on the Credit Agreement. Upon the effectiveness
of this Agreement and Amendment, each reference in the Credit Agreement to "this
Agreement," "hereunder," "hereof," "herein," or words of like import shall mean
and be a reference to the Credit Agreement, as previously amended and as further
amended hereby, and each reference to the Credit Agreement in any other
document, instrument or agreement executed and/or delivered in connection with
the Credit Agreement shall mean and be a reference to the Credit Agreement, as
previously amended and as further amended hereby.

5.   CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AGREEMENT AND AMENDMENT.

     This Agreement and Amendment shall become effective as of the time (the
"Effective Date") on which each of the following conditions precedent shall have
been fulfilled (provided, however, that, at the election of the Agent, exercised
at any time, this Agreement and Amendment will be effective notwithstanding the
failure of Borrower to satisfy one or more of such conditions precedent):

     5.1 Waiver and Amendment No. 8 to Credit Agreement. Agent shall have
received from Borrower and Banks constituting Majority Banks (as determined by
the Agent) an original counterpart of this Agreement and Amendment, executed and
delivered by a duly authorized officer of Borrower and each such Bank, as the
case may be.

     5.2 Waiver and Amendment No. 8 to Loan Agreement. Agent shall have received
from Borrower and the Loan Agreement Banks constituting Majority Banks under the
Loan Agreement an original counterpart of the Waiver and Amendment No. 8 to Loan
Agreement, in form and substance acceptable to Agent, executed and delivered by
a duly authorized officer of Borrower and each such Loan Agreement Bank, as the
case may be.

     5.3 Acknowledgment of Guarantors. Agent shall have received the
Acknowledgment of Guarantors, attached hereto, executed and delivered by a duly
authorized officer of each of the Guarantors.

     5.4 Dominion of Funds Agreement. Agent shall have received the Dominion of
Funds Agreement, executed and delivered by a duly authorized officer of each
party thereto.

     5.5 Waiver of 2002 Senior Secured Fund Notes Defaults and Amendment to Note
Purchase Agreement. Agent shall have received written evidence, in form and
substance satisfactory to Agent, that (a) the Borrower has obtained a waiver of
any Events of Default under the 2002 Senior Secured Fund Notes, and (b) the Note
Purchase Agreement and any appropriate

                                                                              16

                      Amendment No. 8 to Credit Agreement

<PAGE>

documents executed in connection therewith have been amended to reflect the
changes required by the Agent in connection with this Agreement and Amendment.

     5.6 Waiver of National City and U.S. Bank Defaults. Agent shall have
received written evidence, in form and substance satisfactory to Agent, that the
Borrower has obtained a waiver of any Events of Default (to the extent such
exist) under the Companies' credit facilities with National City Bank and U.S.
Bank National Association.

     5.7 Michigan MLO Leasehold Proceeds Mortgage. Agent shall have received the
Michigan MLO Leasehold Proceeds Mortgage, executed and delivered by a duly
authorized officer of each party thereto.

     5.8 Forecasts and Budgets. The Borrower shall have furnished to Agent a
revised cash budget, prepared on a monthly basis for such period as the Agent
shall require, reflecting such information as is required by the Agent and the
Banks consistent with customary credit practices.

     5.9 Investment Bank Engagement Letters. The Borrower shall have furnished
to the Agent copies of the Harris Williams and Cobblestone investment bank
engagement letters with the Borrower covering the sale of assets (including
without limitation the Permitted Asset Dispositions).

     5.10 Noteholder Intercreditor Agreement. The Noteholder Intercreditor
Agreement shall have been supplemented to make certain clarifications in form
and substance reasonably satisfactory to the Agent.

     5.11 Noteholder and Loan Agreement Agent Tri-Party Agreement. The Agent,
the Loan Agreement Agent, the Noteholders and the Borrower will execute an
undertaking with respect to the sale of the business identified in Item 1(A) of
Schedule 5.12(e) hereto, pursuant to which, conditioned only upon the receipt by
the Borrower of a fairness opinion from Harris Williams with respect to such
sale (which the Borrower shall agree to request in connection with such sale):
(i) the Borrower will consummate such sale and (ii) Banks, Loan Agreement Banks
and the Noteholders (and/or the respective agents thereof, as appropriate) will
release all security interests and liens in the assets of such business in
connection with the consummation of such sale. Such tri-party agreement (the
"Tri-Party Agreement") shall not limit the requirement under the Credit
Agreement that Borrower deliver not less than $100 Million from sales of the
Permitted Asset Dispositions or the Banks' remedies for failure of the Borrower
to meet such requirement.

     5.12 Opinions. The Agent shall have received appropriate and customary
opinions relating the transactions contemplated hereby and such other matters as
are deemed appropriate by Agent and its counsel.

     5.13 Fees; Legal Expenses to Date. Agent shall have received the Amendment
No. 8 Fee and all fees set forth in the Amendment No. 8 Agent Fee Letter. In
addition, the Agent shall have received payment of all currently outstanding
expenses of Agent, including, without limitation, the outstanding fees and
expenses of counsel to Agent incurred in connection with the

                                                                              17

                      Amendment No. 8 to Credit Agreement

<PAGE>

matters contemplated hereby or undertaken to date in connection with the Credit
Agreement and Loan Agreement.

     5.14 Other Deliveries. Agent shall have received from Borrower such other
agreements as Agent may reasonably request in connection with this Agreement and
Amendment, each in form and substance acceptable to Agent, executed and
delivered by a duly authorized officer of Borrower.

6.   AGREEMENT TO WAIVE.

     Notwithstanding the occurrence or continuation of the Designated Events of
Default, subject to satisfaction of the conditions precedent set forth in
Section 5 hereof, the Designated Events of Default are hereby waived in
accordance with the Credit Agreement from and after the date of occurrence
thereof, and the Banks and the Agent waive any right to exercise rights or
remedies under the Credit Agreement and the other Loan Documents as a result of
the occurrence of such Designated Events of Default. Nothing contained in this
Agreement and Amendment shall prejudice any rights or remedies the Banks or the
Agent may have, or the right of the Banks and the Agent to exercise any such
rights and remedies at any time with respect to Events of Default (whether now
existing or hereafter occurring) other than the Designated Events of Default.
The Borrower acknowledges and agrees that the foregoing waiver shall not affect
the continued legality, validity and binding effect of the Credit Agreement in
its entirety (as amended hereby), and, except with respect to such waiver, the
Credit Agreement continues to be fully enforceable.

7.   MISCELLANEOUS.

     7.1 Governing Law. This Agreement and Amendment has been delivered and
accepted at and shall be deemed to have been made at Cleveland, Ohio. This
Agreement and Amendment shall be interpreted and the rights and liabilities of
the parties hereto determined in accordance with the laws of the State of Ohio,
without regard to principles of conflict of law, and all other laws of mandatory
application.

     7.2 Severability. Each provision of this Agreement and Amendment shall be
interpreted in such manner as to be valid under applicable law, but if any
provision hereof shall be invalid under applicable law, such provision shall be
ineffective to the extent of such invalidity, without invalidating the remainder
of such provision or the remaining provisions hereof.

     7.3 Counterparts. This Agreement and Amendment may be executed in one or
more counterparts, each of which, when taken together, shall constitute but one
and the same agreement.

     7.4 Agent Authorization. By executing this Agreement and Amendment, the
Majority Banks hereby authorize the Agent on behalf of and for the benefit of
the Lenders to enter into the Tri-Party Agreement and the Dominion of Funds
Agreement.

                           [Signature Page to Follow]

                                                                              18

                      Amendment No. 8 to Credit Agreement

<PAGE>

     IN WITNESS WHEREOF, Borrower has caused this Waiver and Amendment No. 8 to
Credit Agreement to be duly executed and delivered by its duly authorized
officer as of the date first above written.

Address:   North Point Tower             OGLEBAY NORTON COMPANY
           1001 Lakeside Avenue,
           15th floor
           Cleveland, Ohio  44114-1151   By:
           Attention:  Treasurer            ------------------------------------
                                         Name: Julie A. Boland
                                         Title: Chief Financial Officer

Address:   Key Center                    KEYBANK NATIONAL ASSOCIATION,
           127 Public Square             as a Bank and as Agent
           Cleveland, Ohio  44114-1306
           Attention:  Large Corporate
           Banking Division              By:
                                            ------------------------------------
                                         Name: Arthur E. Cutler
                                         Title: Senior Vice President

                                                                             I-1

                      Amendment No. 8 to Credit Agreement

<PAGE>

     Signature Page to Amendment No. 8 to Credit Agreement (Revolving Loans)


                                         ---------------------------------------
Address:                                      (print complete name of Bank)
           ---------------------------

           ---------------------------   By:
                                            ------------------------------------
           ---------------------------   Name:
                                              ----------------------------------
           ---------------------------   Title:
                                               ---------------------------------

Phone:
           ---------------------------
Fax:
           ---------------------------
Email:
           ---------------------------

Revolving Credit Commitment as of September 11, 2003:   $
                                                         -------------------

Aggregate Amount Outstanding as of September 11, 2003:  $
                                                         -------------------

                                                                             I-2

                      Amendment No. 8 to Credit Agreement

<PAGE>

                          ACKNOWLEDGMENT OF GUARANTORS

     Each of the undersigned consents and agrees to and acknowledges the terms
of the foregoing Waiver and Amendment No. 8 to Credit Agreement as of the date
first above written. Each of the undersigned further agrees that the obligations
of each of the undersigned pursuant to the Guaranty of Payment, the Security
Agreement and any other Loan Document to which any of the undersigned is a party
shall remain in full force and effect and be unaffected hereby. As of the
Amendment No. 8 Closing Date, none of the undersigned has any defenses, claims,
counterclaims or setoffs with respect to the Credit Agreement, the Loan
Documents or any obligations thereunder or with respect to any actions of Agent,
the Syndication Agent, the Documentation Agent, the Banks or any of their
respective officers, directors, shareholders, employees, agents or attorneys,
and each of the undersigned irrevocably and absolutely waives any such defenses,
claims, counterclaims and setoffs and releases Agent, the Syndication Agent, the
Documentation Agent, the Banks, and each of their respective officers,
directors, shareholders, employees, agents and attorneys, from the same.

                               ONCO Investment Company
                               Oglebay Norton Management Company
                               Oglebay Norton Industrial Sands, Inc.
                               Oglebay Norton Terminals, Inc.
                               Oglebay Norton Engineered Materials, Inc.
                               Michigan Limestone Operations, Inc.
                               Global Stone Corporation (successor by merger to
                                  Oglebay Norton Acquisition Company)
                               Global Stone Tenn Lutrell Company
                               Global Stone Chemstone Corporation
                               Global Stone St. Clair, Inc.
                               Global Stone Management Company
                               Global Stone Filler Products Company
                               Global Stone James River, Inc.
                               GS PC, Inc.
                               Oglebay Norton Minerals, Inc.
                               Oglebay Norton Specialty Minerals, Inc.
                               ON Coast Petroleum Company
                               ON Marine Services Company
                               ONCO WVA, Inc.
                               ONTEX, Inc.
                               Saginaw Mining Company
                               Erie Navigation Company
                               Erie Sand and Gravel Company
                               Erie Sand Steamship Co.
                               Mountfort Terminal, Ltd.
                               Serve-All Concrete, Inc.
                               S & J Trucking, Inc.


                               By:
                                   ---------------------------------------------
                                   Julie A.  Boland             of each of the
                                                    -----------
                                   companies listed above.

                                                                             I-3

                      Amendment No. 8 to Credit Agreement

<PAGE>

                               Texas Mining, LP, by its General Partner
                               ONTEX, Inc.


                                    By:
                                        ----------------------------------------
                                        Julie A. Boland

                               Global Stone PenRoc, LP, by its General Partner,
                               GS PC, Inc,.


                                    By:
                                        ----------------------------------------
                                        Julie A. Boland,

                               Oglebay  Norton  Marine  Services  Company,
                               L.L.C., by  its Member ON Marine Services Company


                                    By:
                                        ----------------------------------------
                                        Julie A. Boland

                               Oglebay Norton Marine Management  Company,  LLC.
                               by its member Oglebay Norton Marine Services
                               Company, L.L.C.


                                    By:
                                        ----------------------------------------
                                        Julie A. Boland

                               Global Stone Portage, LLC by its member


                                    By:
                                        ----------------------------------------
                                        Julie A. Boland

                                                                             I-4
                      Amendment No. 8 to Credit Agreement

</TEXT>
</DOCUMENT>
