ASSUMPTION AGREEMENT
FOR THE REGISTRATION RIGHTS AGREEMENT
AGREEMENT dated as of February 24, 1998 of Eagle-Picher Industries,
Inc., an Ohio corporation (the "COMPANY").
WHEREAS, the E-P Acquisition, Inc. (the "ISSUER") and SBC Warburg Dillon
Read Inc. and ABN AMRO Incorporated (together, the "INITIAL PURCHASERS") have
entered into the Registration Rights Agreement dated as of the date hereof
(the "REGISTRATION RIGHTS 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 Assignee, Assignor and Eagle-Picher Holdings, Inc.,
Assignor has merged into the Assignee with the Assignee as the surviving
corporation;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the Company hereto agrees as follows:
SECTION 1. Definitions. All capitalized terms not otherwise defined
herein have the respective meanings set forth in the Registration Rights
Agreement.
SECTION 2. Assumption. The Assignee hereby assumes all of the
obligations of the Assignor under the Registration Rights Agreement. Upon the
execution and delivery hereof by the Assignee, the Assignee shall, as of the
date hereof, succeed to the rights and be obligated to perform the obligations
of the "Issuer" under the Registration Rights 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 has caused this Agreement to be executed
and delivered as of the date first above written.
EAGLE-PICHER INDUSTRIES, INC.
By: /s/ XXXXXXX XXXXXXXXXXXX
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Name: Xxxxxxx Xxxxxxxxxxxx
Title: President
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