SECOND AMENDMENT TO CREDIT AGREEMENT

EXHIBIT 10.2

SECOND AMENDMENT TO CREDIT AGREEMENT

     SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of March 31, 2004 (the “Amendment”), among EAGLEPICHER HOLDINGS, INC., a Delaware corporation (“Holdings”) and EAGLEPICHER INCORPORATED, an Ohio corporation (the “Borrower”), the Tranche B Lenders (each a “Tranche B Lender” and collectively, the ” Tranche B Lenders”) and XXXXXX TRUST AND SAVINGS BANK, as Administrative Agent (in such capacity, the “Agent”). All terms used herein which are not otherwise specifically defined herein shall have the same meaning herein as defined in the Credit Agreement as further amended hereby.

W I T N E S S E T H:

     WHEREAS, Holdings, the Borrower, the Tranche B Lenders, the Agent and the other lenders party thereto are parties to that certain Credit Agreement, dated as of August 7, 2003, as amended (the “Credit Agreement”); and

     WHEREAS, the Borrower has requested that the Applicable Rate with respect to Tranche B Term Loans be amended, and that certain other amendments be made to the Credit Agreement; and

     WHEREAS, the Tranche B Lenders and the Agents party hereto, are willing to so amend the Credit Agreement, subject to the terms and conditions hereinafter set forth;

     NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound thereby, covenant and agree as follows:

SECTION 1. AMENDMENTS.

     Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended as follows:

     1.1. Applicable Rate Definition. The definition of Applicable Rate in Section 1.1 of the Credit Agreement shall be amended by deleting the phrase “(a) with respect to any Tranche B Term Loan, (i) 2.50% per annum, in the case of an ABR Loan, or (ii) 3.50% per annum, in the case of a Eurodollar Loan” therein and replacing such with the phrase “(a) with respect to any Tranche B Term Loan, (i) 2.00% per annum, in the case of an ABR Loan, or (ii) 3.00% per annum, in the case of a Eurodollar Loan” in lieu thereof.

SECTION 2. CONDITIONS PRECEDENT.

     The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

     2.1. The Borrower, the Agent and the Tranche B Lenders shall have executed and delivered this Amendment.

     2.2. The Agent shall have received copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Amendment to the extent the Agent or its counsel may reasonably request.

     2.3. Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Agent and its counsel.

SECTION 3. REPRESENTATIONS.

     In order to induce the Tranche B Lenders to execute and deliver this Amendment, the Borrower hereby represents to the Tranche B Lenders that as of the date hereof the representations and warranties set forth in Article III of the Credit Agreement are and shall be and remain true and correct (except that the representations contained in Section 3.04 shall be deemed to refer to the most recent financial statements of the Borrower delivered to the Agent) and the Borrower is in compliance with the terms and conditions of the Credit Agreement and no Default or Event of Default has occurred and is continuing under the Credit Agreement or shall result after giving effect to this Amendment.

SECTION 4. MISCELLANEOUS.

     4.1. The Borrower heretofore executed and delivered to the Agent the Collateral Agreement and certain other collateral documents. The Borrower hereby acknowledges and agrees that the Liens created and provided for by the Collateral Agreement continues to secure, among other things, the Obligations arising under the Credit Agreement as amended hereby; and the Collateral Agreement and the rights and remedies of the Agent thereunder, the obligations of the Borrower thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Agreement as to the indebtedness which would be secured thereby prior to giving effect to this Amendment.

     4.2. Except as specifically amended herein, the Credit Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit Agreement, any note, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby.

     4.3. The Borrower agrees to pay on demand all costs and expenses of or incurred by the Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including the fees and expenses of counsel for the Agent.

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     4.4. This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. This Amendment shall be governed by the internal laws of the State of New York.

[SIGNATURE PAGE TO FOLLOW]

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     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

	EAGLEPICHER HOLDINGS, INC.
	By	/s/ Xxxxxx X. Xxxxxxxxx
		Name:	Xxxxxx X. Xxxxxxxxx
		Title:	Senior Vice President and Chief Financial Officer

	EAGLEPICHER INCORPORATED
	By	/s/ Xxxxxx X. Xxxxxxxxx
		Name:	Xxxxxx X. Xxxxxxxxx
		Title:	Senior Vice President and Chief Financial Officer

	XXXXXX TRUST AND SAVINGS BANK, individually and as Agent
	By	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Vice President

	UBS AG, STAMFORD BRANCH
	By	/s/ Xxxxxxx X. Saint
		Name:	Xxxxxxx X. Saint
		Title:	Director Banking Products Services, US

	By	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Associate Director Banking Products Services, US

	GENERAL ELECTRIC CAPITAL CORPORATION
	By	/s/ Xxxxx Fave
		Name:	Xxxxx Fave
		Title:	Authorized Signatory

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	BANK ONE, NA, with its main office in Chicago, Illinois
	By	/s/ Xxxxxx X. Xxxxxxxx
		Name:	Xxxxxx X. Xxxxxxxx
		Title:	First Vice President

	PROVIDENT BANK
	By	/s/ Xxxxxxx X. Xxxxxxxx
		Name:	Xxxxxx X. Xxxxxxxxx
		Title:	Senior Vice President

	CREDIT INDUSTRIAL ET COMMERCIAL
	By	/s/ Xxxxxxx Xxxx
		Name:	Xxxxxxx Xxxx
		Title:	Vice President

	By	/s/ Xxxxx X’Xxxxx
		Name:	Xxxxx X’Xxxxx
		Title:	Vice President

	RZB FINANCE LLC, CONNECTICUT OFFICE
	By	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Vice President

	By	/s/ Xxxxxxxxx Xxxxx
		Name:	Xxxxxxxxx Xxxxx
		Title:	Vice President

	GOLDENTREE LOAN OPPORTUNITIES II, LIMITED BY: GOLDENTREE ASSET MANAGEMENT, LP
	By	/s/ Xxxxxxxxx X. Xxxxx
		Name:	Xxxxxxxxx X. Xxxxxx
		Title:

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	UNION SQUARE CDO LTD.
	By	/s/ unreadable
		Name:
		Title:

	AMARA-I FINANCE, LTD. BY: PATRIARCH PARTNERS XI, LLC, ITS MANAGING AGENT
	By	/s/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	Manager

	AMARA 2 FINANCE, LTD. BY: PATRIARCH PARTNERS XI, LLC, ITS MANAGING AGENT
	By	/s/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	Manager

	INVESCO EUROPEAN CDO I S.A.
	BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS COLLATERAL MANAGER
	By	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Authorized Signatory

	AVALON CAPITAL LTD.
	BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS PORTFOLIO ADVISOR
	By	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Authorized Signatory

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	AVALON CAPITAL LTD. 2
	BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS PORTFOLIO ADVISOR
	By	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Authorized Signatory

	CHARTER VIEW PORTFOLIO
	BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS INVESTMENT ADVISOR
	By	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Authorized Signatory

	DIVERSIFIED CREDIT PORTFOLIO LTD.
	BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS INVESTMENT ADVISOR
	By	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Authorized Signatory

	AIM FLOATING RATE FUND
	BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS SUB-ADVISOR
	By	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Authorized Signatory

	SEQUILS-LIBERTY, LTD.
	BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS COLLATERAL MANAGER
	By	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Authorized Signatory

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	SAGAMORE CLO LTD.
	BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS COLLATERAL MANAGER
	By	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Authorized Signatory

	SARATOGA CLO I, LIMITED
	BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS ASSET MANAGER
	By	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Authorized Signatory

	FOREST CREEK CLO, LTD.
	By	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Vice President

	ROSEMONT CLO, LTD.
	By	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Vice President

	BRYN MAWR CLO, LTD.
	By	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Vice President

	SEQUILS-CUMBERLAND I, LTD.
	By	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Vice President

	OLYMPIC FUNDING TRUST, SERIES 1999-1
	By	/s/ Xxx X. Xxxxxx
		Name:	Xxx X. Xxxxxx
		Title:	Authorized Agent

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	MUIRFIELD TRADING LLC
	By	/s/ Xxx X. Xxxxxx
		Name:	Xxx X. Xxxxxx
		Title:	Authorized Agent

	GULF STREAM-COMPASS CLO 2003-1, LTD.
	By	/s/ Xxxxx X. Love
		Name:	Xxxxx X. Love
		Title:	Chief Credit Officer

	APEX (TRIMARAN) CDO 1, LTD. BY: TRIMARAN ADVISORS, L.L.C.
	By	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title:	Managing Director

	STELLAR FUNDING, LTD.
	By	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Fund Controller

	VENTURE CDO 2002, LIMITED
	BY ITS INVESTMENT ADVISORS MJX ASSET MANAGEMENT LLC
	By	/s/ Xxxx X. Xxxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxxx
		Title:	Chief Investment Officer

	VENTURE II CDO 2002, LIMITED
	BY ITS INVESTMENT ADVISORS MJX ASSET MANAGEMENT LLC
	By	/s/ Xxxx X. Xxxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxxx
		Title:	Chief Investment Officer

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	DENALI CAPITAL CLO I, LTD.
	BY: DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS, PROTFOLIO MANAGER FOR DENALI CAPITAL CLO I, LTD., OR AN AFFILIATE
	By	/s/ Xxxx X. Xxxxxxx
		Name:	Xxxx X. Xxxxxxx
		Title:	Chief Credit Officer

	DENALI CAPITAL CLO III, LTD.
	BY: DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS, PROTFOLIO MANAGER FOR DENALI CAPITAL CLO III, LTD., OR AN AFFILIATE
	By	/s/ Xxxx X. Xxxxxxx
		Name:	Xxxx X. Xxxxxxx
		Title:	Chief Credit Officer

	MOUNTAIN CAPITAL CLO II LTD.
	By	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Director

	CLYDESDALE CLO 2003 LTD.
	NOMURA RESEARCH AND ASSET MANAGEMENT INC., AS AGENT
	By	/s/ unreadable
		Name:
		Title:

	CLYDESDALE CLO 2001-1 LTD.
	NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC., AS COLLATERAL MANAGER
	By	/s/ unreadable
		Name:
		Title:

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	NOMURA BOND & LOAN FUND BY: UFJ TRUST BANK LIMITED AS TRUSTEE
	BY: NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. ATTORNEY IN FACT
	By	/s/ unreadable
		Name:
		Title:

	XXXXXX’X ISLAND CDO, LTD.
	BY: CYPRESSTREE INVESTMENT MANAGEMENT COPANY, INC., AS PROTFOLIO MANAGER
	By	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Director

	CLOSE INTERNATIONAL CUSTODY SERVICES LIMITED AS CUSTODIAN OF CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED BY CYPRESSTREE STRATEGIC DEBT MANAGEMENT CO., INC. AS INVESTMENT ADVISOR
	By	/s/ Xxxxxxxx X. Xxxxxxxxx
		Name:	Xxxxxxxx X. Xxxxxxxxx
		Title:	Investment Analyst

	By	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Director

	XXXXXX VARIABLE TRUST-PVT HIGH YIELD FUND
	By	/s/ unreadable
		Name:
		Title:

	XXXXXX DIVERSIFIED INCOME TRUST
	By	/s/ unreadable
		Name:
		Title:

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		XXXXXX HIGH YIELD ADVANTAGE FUND
		By		/s/ unreadable
				Name:
				Title:
		XXXXXX HIGH YIELD TRUST
		By		/s/ unreadable
				Name:
				Title:
		XXXXXX VARIABLE TRUST-PVT DIVERSIFIED INCOME FUND
		By		/s/ unreadable
				Name:
				Title:
		XXXXXX PREMIER INCOME TRUST
		By		/s/ unreadable
				Name:
				Title:
		XXXXXX MASTER INTERMEDIATE INCOME TRUST
		By		/s/ unreadable
				Name:
				Title:
		XXXXXX MASTER INCOME TRUST
		By		/s/ unreadable
				Name:
				Title:
		FRANKLIN CLO IV, LIMITED
		By		/s/ Xxxxx Xxxx
				Name: Xxxxx Xxxx
				Title: Vice President

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		FRANKLIN CLO IV, LIMITED
		By		/s/ Xxxxx Xxxx
				Name: Xxxxx Xxxx
				Title: Vice President
		FRANKLIN FLOATING RATE MASTER SERIES
		By		/s/ Xxxxx Xxxx
				Name: Xxxxx Xxxx
				Title: Vice President
		FRANKLIN FLOATING RATE DAILY ACCESS FUND
		By		/s/ Xxxxx Xxxx
				Name: Xxxxx Xxxx
				Title: Vice President
		XXX XXXXXX SENIOR LOAN FUND
		BY: XXX XXXXXX INVESTMENT ADVISORY CORP.
		By		/s/ Xxxx Xxxxx
				Name: Xxxx Xxxxx
				Title: Executive Director
		XXX XXXXXX SENIOR INCOME TRUST
		BY: XXX XXXXXX INVESTMENT ADVISORY CORP.
		By		/s/ Xxxx Xxxxx
				Name: Xxxx Xxxxx
				Title: Executive Director
		CALLIDUS DEBT PARTNERS CLO FUND II LTD.
		By		/s/ Xxxxx Xxxxxxx
				Name: Xxxxx Xxxxxxx
				Title: Managing Director

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		NUVEEN SENIOR INCOME FUND, AS A LENDER
		BY: SYMPHONY ASSET MANAGEMENT LLC
		By		/s/ Xxxxx Xxxxx
				Name: Xxxxx Xxxxx
				Title: Portfolio Manager
		ARCHIMEDES FUNDING IV (CAYMAN), LTD.
		BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER
		By		/s/ Xxxxxx X. Xxxxxxx
				Name: Xxxxxx X. Xxxxxxx
				Title: Director
		ENDURANCE CLO I, LTD.
		BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER
		By		/s/ Xxxxxx X. Xxxxxxx
				Name: Xxxxxx X. Xxxxxxx
				Title: Director
		ING-ORYX CLO, LTD.
		BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER
		By		/s/ Xxxxxx X. Xxxxxxx
				Name: Xxxxxx X. Xxxxxxx
				Title: Director
		SEQUILS-ING I (HBDGM), LTD.
		BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER
		By		/s/ Xxxxxx X. Xxxxxxx
				Name: Xxxxxx X. Xxxxxxx
				Title: Director
		FOOTHILL INCOME TRUST II, L.P.
		By		/s/ Xxxx Nokera
				Name: Xxxx Nokera
				Title: Managing Member

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		MAGNETITE V CLO, LIMITED
		By		/s/ Xxxx X. Xxxxxxxx
				Name: Xxxx X. Xxxxxxxx
				Title: Authorized Signatory
		MAGNETITE IV CLO, LTD.
		By		/s/ Xxxx X. Xxxxxxxx
				Name: Xxxx X. Xxxxxxxx
				Title: Authorized Signatory
		BLACKROCK LIMITED DURATION INCOME TRUST
		By		/s/ Xxxx X. Xxxxxxxx
				Name: Xxxx X. Xxxxxxxx
				Title: Authorized Signatory
		NORSE CBO, LTD.
		BY: REGIMENT CAPITAL MANAGEMENT, LLC AS ITS INVESTMENT ADVISOR
		BY: REGIMENT CAPITAL ADVISORS, LLC ITS MANAGER AND PURSUANT TO DELEGATED AUTHORITY
		By		/s/ Xxxxxxx X. Xxxxxxxx
				Name: Xxxxxxx X. Xxxxxxxx
				Title: President
		LANDMARK III CDO LIMITED
		By		/s/ Xxx Xxxxxxx
				Name: Xxx Xxxxxxx
				Title: Director
		CSAM FUNDING III
		By		/s/ Xxxxx X. Xxxxxx
				Name: Xxxxx X. Xxxxxx
				Title: Authorized Signatory

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		XXXXXX IV LEVERAGED LOAN CDO 2003, by
				Prudential Investment Management Inc., as collateral manager
		By		/s/ B. Xxxx Xxxxx
				Name: B. Xxxx Xxxxx
				Title: Vice President
		INNER HARBOR CBO 2001-1 LTD.
		BY: X. XXXX PRICE ASSOCIATES, INC. AS COLLATERAL MANAGER
		By		/s/ Xxxxxx X. Xxxxxx
				Name: Xxxxxx X. Xxxxxx
				Title: Vice President
		ALLSTATE LIFE INSURANCE COMPANY
		By		/s/ Xxxxx Xxxxxxx
				Name: Xxxxx Xxxxxxx
				Title: Authorized Signatory
		By		/s/ Xxxxx X. Xxxxxxx
				Name: Xxxxx X. Xxxxxxx
				Title: Authorized Signatory
		AIMCO CLO SERIES 2001-A
		By		/s/ Xxxxx Xxxxxxx
				Name: Xxxxx Xxxxxxx
				Title: Authorized Signatory
		By		/s/ Xxxxx X. Xxxxxxx
				Name: Xxxxx X. Xxxxxxx
				Title: Authorized Signatory
		AIMCO CLO SERIES 2000-A
		By		/s/ Xxxxx Xxxxxxx
				Name: Xxxxx Xxxxxxx
				Title: Authorized Signatory
		By		/s/ Xxxxx X. Xxxxxxx
				Name: Xxxxx X. Xxxxxxx
				Title: Authorized Signatory

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		CANADIAN IMPERIAL BANK OF COMMERCE
		By		/s/ Xxxx Xxxx
				Name: Xxxx Xxxx
				Title: Authorized Signatory
		EMERALD ORCHARD LIMITED
		By		/s/ Xxxxxxxx Xxxxxxx
				Name: Xxxxxxxx Xxxxxxx
				Title: Attorney in Fact
		AMMC CDO II, LIMITED
		BY: AMERICAN MONEY MANAGEMENT CORP., AS COLLATERAL MANAGER
		By		/s/ Xxxxx X. Xxxxx
				Name: Xxxxx X. Xxxxx
				Title: Vice President
		AMMC CDO I, Limited
		By: AMERICAN MONEY MANAGEMENT CORP., AS COLLATERAL MANAGER
		By		/s/ Xxxxx X. Xxxxx
				Name: Xxxxx X. Xxxxx
				Title: Vice President
		DENALI CAPITAL CLO II, LTD.
		BY: DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS, PROTFOLIO MANAGER FOR DENALI CAPITAL CLO II, LTD., OR AN AFFILIATE
		By		/s/ Xxxx X. Xxxxxxx
				Name: Xxxx X. Xxxxxxx
				Title: Chief Credit Officer
		NUVEEN DIVERSIFIED DIVIDEND AND INCOME FUND
		By		/s/ Xxxxx Xxxxx
				Name: Xxxxx Xxxxx
				Title: Portfolio Manager

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		NEMEAN CLO, LTD.
		BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER
		By		/s/ Xxxxxx X. Xxxxxxx
				Name: Xxxxxx X. Xxxxxxx
				Title: Director
		COOKSMILL
		By		/s/ Xxxx X.X. Xxxxxxxx
				Name: Xxxx X.X. Xxxxxxxx
				Title: Authorized Signatory
		FIFTH THIRD BANK
		By		/s/ Xxxx Xxxxx
				Name: Xxxx X. Xxxxx
				Title: AVP – Relationship Manger
		ARCHIMEDES FUNDING III, LTD.
		BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER
		By		/s/ Xxxxxx X. Xxxxxxx
				Name: Xxxxxx X. Xxxxxxx
				Title: Director

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