ASSUMPTION AGREEMENT
FOR THE NOTES PURCHASE AGREEMENT
AGREEMENT dated as of February 24, 1998 of Eagle-Picher Industries,
Inc., an Ohio corporation (the "COMPANY"), and the Subsidiary Guarantors listed
on the signature pages hereof (the "SUBSIDIARY GUARANTORS").
WHEREAS, E-P Acquisition, Inc. (the "ISSUER"), Eagle-Picher Holdings,
Inc., a Delaware corporation ("PARENT"), and SBC Warburg Dillon Read Inc. and
ABN AMRO Incorporated (together, the "INITIAL PURCHASERS") have entered into
the Notes Purchase Agreement dated as of the date hereof (the "NOTES PURCHASE
AGREEMENT"); and
WHEREAS, pursuant to the Merger Agreement dated as of December 23, 1997
(the "MERGER AGREEMENT") among the Eagle-Picher Industries, Inc. Personal
Injury Settlement Trust, the Company, Assignor and Parent, Assignor has merged
into the Company with the Company as the surviving corporation;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the Company and the Subsidiary Guarantors hereto
agree as follows:
SECTION 1. Definitions. All capitalized terms not otherwise defined
herein have the respective meanings set forth in the Notes Purchase Agreement.
SECTION 2. Assignment. The Company and the Subsidiary Guarantors hereby
assume all of the obligations of the Issuer under the Notes Purchase Agreement.
Upon the execution and delivery hereof by the the Company and the Subsidiary
Guarantors, the Company shall, as of the date hereof, succeed to the rights and
be obligated to perform the obligations of the "Issuer," and the Subsidiary
Guarantors shall, as of the date hereof, be obligated to perform the
obligations of Guarantors along with "Parent" under the Notes Purchase
Agreement.
SECTION 3. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts. This Agreement 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.
IN WITNESS WHEREOF, the Company and the Subsidiary Guarantors have
caused this Agreement to be executed and delivered as of the date first above
written.
EAGLE-PICHER INDUSTRIES, INC.
By: /s/ ANDRIES RUIJSSENAARS
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Name: Andries Ruijssenaars
Title: President
DAISY PARTS, INC.
By: /s/ ANDRIES RUIJSSENAARS
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Name: Andries Ruijssenaars
Title: Authorized Person
EAGLE-PICHER DEVELOPMENT
COMPANY, INC.
By: /s/ ANDRIES RUIJSSENAARS
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Name: Andries Ruijssenaars
Title: President
EAGLE-PICHER FAR EAST, INC.
By: /s/ ANDRIES RUIJSSENAARS
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Name: Andries Ruijssenaars
Title: Authorized Person
EAGLE-PICHER FLUID SYSTEMS, INC.
By: /s/ ANDRIES RUIJSSENAARS
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Name: Andries Ruijssenaars
Title: Authorized Person
EAGLE-PICHER MINERALS, INC.
By: /s/ ANDRIES RUIJSSENAARS
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Name: Andries Ruijssenaars
Title: Authorized Person
EAGLE-PICHER TECHNOLOGIES, LLC
By: /s/ ANDRIES RUIJSSENAARS
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Name: Andries Ruijssenaars
Title: Director-Manager
HILLSDALE TOOL &
MANUFACTURING CO.
By: /s/ ANDRIES RUIJSSENAARS
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Name: Andries Ruijssenaars
Title: Authorized Person
MICHIGAN AUTOMOTIVE RESEARCH
CORPORATION
By: /s/ ANDRIES RUIJSSENAARS
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Name: Andries Ruijssenaars
Title: Authorized Person