ASSUMPTION AGREEMENT

        THIS ASSUMPTION AGREEMENT (the "Agreement") dated as of February 24,
1998 by and between EAGLE-PICHER INDUSTRIES, INC., an Ohio corporation (the
"Company"), as survivor and successor by merger with E-P Acquisition, Inc., and
ABN AMRO Bank N.V., as Agent for the lenders from time to time party to the
Credit Agreement (as hereinafter defined) for the benefit of the Agents, the
Lenders, the Swingline Lender and the Letter of Credit Issuers. Capitalized
terms used herein without definition which are defined in the Credit Agreement
shall have the same meanings herein as ascribed to such terms in the Credit
Agreement.

                                WITNESSETH THAT:

        WHEREAS, E-P Acquisition, Inc., a Delaware corporation ("Acquisition")
and ABN AMRO Bank N.V. ("ABN AMRO"), individually and as agent (ABN AMRO acting
as such agent and any successor or successors to ABN AMRO in such capacity being
hereinafter referred to as the "Agent") have entered into a Credit Agreement
dated as of February 19, 1998 ("Credit Agreement") pursuant to which (i) ABN
AMRO and such other banks, financial institutions and letter of credit issuers
from time to time parties thereto (ABN AMRO, in its individual capacity, and
such other banks and financial institutions being hereinafter referred to
collectively as the "Lenders" and such letter of credit issuers being
hereinafter referred to collectively as the "Letter of Credit Issuers") have
agreed to extend various credit facilities to the Company on a condition, among
others, that Acquisition shall have merged with and into the Company and (ii)
Acquisition has undertaken certain obligations (the "Assumed Obligations") in
contemplation of such merger; and

        WHEREAS, Acquisition has today merged itself into the Company pursuant
to the laws of the States of Delaware and Ohio, with the Company as the
surviving and continuing entity and, as a result of such merger, the Company
has, by operation of law, assumed and become liable for the Assumed Obligations;
and

        NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and for the purpose of acknowledging the Company's assumption of
the Assumed Obligations, 





 



the Company agrees with the Agent, for the benefit of the Agents, the Lenders,
the Swingline Lender and the Letter of Credit Issuers as follows:

                1. The Company hereby acknowledges and confirms that it has
        assumed and is liable for the Assumed Obligations and agrees to pay the
        same to the Agents, the Lenders, the Swingline Lenders and the Letter of
        Credit Issuers, as applicable, together with interest thereon, on and
        subject to the terms and conditions of the Credit Agreement to the same
        extent and with the same force and effect as if the Company had
        originally executed the Credit Agreement.

                2. The Assumed Obligations shall be deemed "Obligations" of the
        Company under and as defined in, and shall be subject to all of the
        terms and conditions of, the Credit Agreement as supplemented hereby and
        shall be secured by all the Collateral, and entitled to all other
        benefits and security, described or referred to in the Credit Agreement
        as so supplemented.

                3. Notwithstanding the execution and delivery hereof, the Credit
        Agreement shall be and remain in full force and effect as supplemented
        hereby and any rights and remedies of the Agents, the Lenders, the
        Swingline Lender and the Letter of Credit Issuers, and obligations of
        Acquisition thereunder shall be and remain in full force and effect as
        contemplated hereby and shall not be discharged.

                4. In evidence of the foregoing, the Company hereby adopts the
        Credit Agreement as a new and separate contract, all to the same extent
        and with the same force and effect as if the Company had originally
        executed the Credit Agreement and all references therein to Acquisition
        (as therein referenced as "Borrower") were instead references to the
        Company. The Company hereby acknowledges and agrees that all of the
        terms and conditions contained in the Credit Agreement, in each case as
        so adopted and otherwise supplemented hereby, shall be applicable to all
        Obligations of the Company, including the Assumed Obligations (the term
        "Obligations" as used herein to have the same meaning herein as such
        term has in the Credit Agreement). The Company agrees to observe and
        comply with all of the terms and conditions of the Credit Agreement
        adopted by the Company herein and hereby repeats and reaffirms for the
        benefit of the parties thereto all covenants, agreements,
        representations and warranties contained in the Credit Agreement as so
        supplemented hereby, each and all of which are and shall remain
        applicable to the Company and all the Obligations.

                5. In order to induce the Lenders, the Swingline Lender and the
        Letter of Credit Issuers to extend credit to the Company under the
        Credit Agreement as 






 




        supplemented hereby and to accept this Agreement, the Company hereby
        represents and warrants to the parties to the Credit Agreement that as
        of the date hereof, after giving effect to the Transaction, each of the
        representations and warranties set forth in the Credit Agreement is and
        shall be and remain true and correct and the Company shall be in full
        compliance with all of the terms and conditions of the Credit Agreement
        as so supplemented and no Default or Event of Default as defined in the
        Credit Agreement as so supplemented shall have occurred and be
        continuing.

                6. The effectiveness of this Agreement is subject to the
        condition precedent that the merger of Acquisition into the Company has
        been successfully consummated and the Agent shall have received evidence
        thereof.

                7. This Agreement may be executed in any number of counterparts
        and by different parties hereto on separate counterparts, each of which
        when so executed shall be an original but all of which to constitute one
        and the same instrument. The execution and acceptance of this Agreement
        by the Lenders, the Swingline Lender, the Letter of Credit Issuers and
        the Agents (other than the Agent) is not necessary for the effectiveness
        of this Agreement. The execution and acceptance of this Agreement by the
        Agent shall be deemed execution and acceptance of this Agreement by such
        parties. Except as specifically supplemented hereby, all of the terms
        and conditions of the Credit Agreement shall stand and remain unchanged
        and in full force and effect. No reference to this Agreement need to be
        made in any note, instrument or other document making reference to the
        Credit Agreement, any reference to the Credit Agreement in any of such
        to be deemed to be a reference to the Credit Agreement as supplemented
        hereby. This instrument shall be construed and governed by and in
        accordance with the internal laws of the State of New York.





 





        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first hereinabove written.

                                   EAGLE-PICHER INDUSTRIES,
                                       INC., as survivor and
                                       successor by merger
                                       with E-P Acquisition,
                                       Inc.

                                   By    /s/ ANDRIES RUIJSSENAARS
                                         --------------------------------------
                                     Its  President
                                         --------------------------------------
                                        
                                   ABN AMRO BANK N.V., as Agent

                                   By: /s/   GREGORY D. AMOROSO
                                       ----------------------------------------
                                       Name: Gregory D. Amoroso
                                             ----------------------------------
                                       Title: Group Vice President
                                             ----------------------------------

                                   By: /s/   PAUL WIDUCH
                                       ----------------------------------------
                                       Name: Paul Widuch
                                             ----------------------------------
                                       Title: Group Vice President
                                              ---------------------------------