1129981--3/17/2006--OGLEBAY_NORTON_CO

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Risks Related to Our Financing and Recently Completed Reorganization We emerged from Chapter 11 reorganization and have a history of recent losses. We have substantial indebtedness and the covenants that are contained in our credit facility may significantly impact our future operations. Substantially all of our assets are subject to various liens and security interests. As a result of Fresh-Start reporting rules, our historical financial information will not be comparable with our financial information for periods ending after our emergence from bankruptcy. We intend to become a non-registrant pursuant to the federal securities laws. The risks related to our business, combined with our leverage and limited capital resources, could negatively impact our future. A major portion of our bank debt consists of variable-rate obligations, which subjects us to interest rate fluctuations. Risks Related to Our Business Our operations are cyclical and demand for our products fluctuates, which could adversely affect our results of operations. We sell our products and services in highly competitive markets, and if we fail to compete effectively, our results of operations could be adversely affected. Natural disasters, equipment failures, unavailability of fuel sources and other unexpected events could increase the cost of operating our business. We rely on the estimates of our mineral reserves, and if those estimates are inaccurate, our results of operations could be adversely affected. Mine closures entail substantial costs, and if we close one or more of our mines sooner than anticipated, our results of operations may be adversely affected. Our business and our customers businesses are subject to extensive environmental and health and safety regulations that impose, and will continue to impose, significant costs and liabilities, and future regulations could increase those costs and liabilities, which could adversely affect our results of operations. Our mining business is subject to other extensive regulations, including licensing, plant and wildlife protection and reclamation, that impose, and will continue to impose, significant costs and liabilities, and future regulations could increase those costs and liabilities, which could adversely affect our results of operations. We rely heavily on third party transportation, which is subject to rate fluctuations and rail, shipping and trucking hazards. We depend on our seamen employees, and on our existing vessels, which require regular and unanticipated maintenance and impose significant costs on us. We are subject to potential increases in competitive pressure from other modes of transportation. Our sales and earnings are subject to significant fluctuations as a result of the cyclical nature of the steel industry. Because we experience seasonal fluctuations in our sales, our quarterly results will fluctuate, and our annual performance will be affected by those fluctuations. We depend on a limited number of customers, and the loss of, or significant reduction in, purchases by our largest customers could adversely affect our operations. Our profitability could be negatively affected if we fail to maintain satisfactory labor relations. Our expenditures for post-retirement and pension obligations could be materially higher than predicted if the Pension Benefit Guaranty Corporation asserts a claim against us or if our underlying estimates prove to be incorrect. Health issues and litigation relating to silica and asbestos could adversely affect our financial results.

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1129981--3/17/2006--OGLEBAY_NORTON_CO_/OHIO/