FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of
February 24, 1998 among Eagle-Picher Industries, Inc., an Ohio corporation,
("Eagle-Picher"), as survivor to the merger between E-P Acquisition, Inc. ("E-P
Acquisition") and Eagle-Picher, and The Bank of New York, a New York banking
corporation, as Trustee (the "Trustee").
WITNESSETH:
WHEREAS, E-P Acquisition, the Guarantors named therein and the Trustee
executed and delivered an Indenture relating to the 9 3/8% Senior Subordinated
Notes due 2008 (the "Notes") of E-P Acquisition, dated as of February 24, 1998;
WHEREAS, Section 9.01 of the Indenture provides that the Indenture may
be amended without the consent of the holders of the Notes in order to provide
for the assumption of the obligations to the holders of the Notes in the event
of merger or consolidation;
WHEREAS, in accordance with and as contemplated by Article 5 of the
Indenture, E-P Acquisition has been merged with Eagle-Picher, on the Issue
Date, and the parties to the Indenture have agreed that Eagle-Picher, as
survivor of such merger, be the "Issuer" under the Indenture.
WHEREAS, all things necessary to make this Supplemental Indenture a
valid supplement to the Indenture according to its terms and the terms of the
Indenture have been done;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Certain Terms Defined in the Indenture. All capitalized terms
used herein without definition herein shall have the meanings ascribed thereto
in the Indenture.
SECTION 2. Assumption of Obligations Under the Indenture. Eagle-Picher
assumes all the obligations of E-P Acquisition under the Notes and the
Indenture.
SECTION 3. Governing Law. The laws of the State of New York shall govern
this Supplemental Indenture.
SECTION 4. Counterparts. This Supplemental Indenture may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 5. Ratification. Except as expressly amended hereby, each
provision of the Indenture shall remain in full force and effect and, as
amended hereby, the Indenture is in all respects agreed to, ratified and
confirmed by each of Eagle-Picher and the Trustee.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
EAGLE-PICHER INDUSTRIES, INC.
By: /s/ ANDRIES RUIJSSENAARS
______________________________________
Name: Andries Ruijssenaars
Title: President
DAISY PARTS, INC.
By: /s/ ANDRIES RUIJSSENAARS
______________________________________
Name: Andries Ruijssenaars
Title: Authorized Person
EAGLE-PICHER DEVELOPMENT
COMPANY, INC.
By: /s/ ANDRIES RUIJSSENAARS
______________________________________
Name: Andries Ruijssenaars
Title: President
EAGLE-PICHER HOLDINGS, INC.
By: /s/ ANDRIES RUIJSSENAARS
______________________________________
Name: Andries Ruijssenaars
Title: President
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EAGLE-PICHER FAR EAST, INC.
By: /s/ ANDRIES RUIJSSENAARS
______________________________________
Name: Andries Ruijssenaars
Title: Authorized Person
EAGLE-PICHER FLUID SYSTEMS, INC.
By: /s/ ANDRIES RUIJSSENAARS
______________________________________
Name: Andries Ruijssenaars
Title: Authorized Person
EAGLE-PICHER MINERALS, INC.
By: /s/ ANDRIES RUIJSSENAARS
______________________________________
Name: Andries Ruijssenaars
Title: Authorized Person
EAGLE-PICHER TECHNOLOGIES,
LLC
By: /s/ ANDRIES RUIJSSENAARS
______________________________________
Name: Andries Ruijssenaars
Title: Director-Manager
HILLSDALE TOOL &
MANUFACTURING CO.
By: /s/ ANDRIES RUIJSSENAARS
______________________________________
Name: Andries Ruijssenaars
Title: Authorized Person
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MICHIGAN AUTOMOTIVE
RESEARCH CORPORATION
By: /s/ ANDRIES RUIJSSENAARS
______________________________________
Name: Andries Ruijssenaars
Title: Authorized Person
THE BANK OF NEW YORK
as Trustee
By: /s/ MARY JANE MORRISSEY
______________________________________
Name: Mary Jane Morrissey
Title: Vice President
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