0000950153-05-000511 Sample Contracts

FORBEARANCE AGREEMENT
Forbearance Agreement • March 14th, 2005 • Daisy Parts Inc • Motor vehicle parts & accessories • New York

This FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of March 10, 2005 by and among EAGLEPICHER INCORPORATED (formerly known as Eagle-Picher Industries, Inc.) (the “Servicer”), EAGLEPICHER FUNDING CORPORATION (formerly known as Eagle-Picher Funding Corporation) (“EPFC”), the entities listed on the signature pages hereof as “Originators” (together with the Servicer and EPFC, the “EaglePicher Parties”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its separate capacities as a committed purchaser (in such capacity, the “Committed Purchaser”), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) under the “Purchase Agreement” referred to below. All capitalized terms used in this Agreement and not otherwise defined herein will have the respective meanings set forth in the Purchase Agreement.

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AMENDMENT NO. 4 Dated as of April 19, 2004 to RECEIVABLES PURCHASE AND SERVICING AGREEMENT Dated as of January 8, 2002
Receivables Purchase and Servicing Agreement • March 14th, 2005 • Daisy Parts Inc • Motor vehicle parts & accessories • New York

THIS AMENDMENT No. 4 to RECEIVABLES PURCHASE AND SERVICING AGREEMENT (this “Amendment”) is entered into as of April 19, 2004 by and among EAGLEPICHER INCORPORATED (formerly known as Eagle-Picher Industries, Inc.) (the “Servicer”), EAGLEPICHER FUNDING CORPORATION (formerly known as Eagle-Picher Funding Corporation) (“EPFC”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its separate capacities as a committed purchaser (the “Committed Purchaser”) and as administrative agent (in such capacity, the “Administrative Agent”) under the “Receivables Purchase and Servicing Agreement” referred to below. All capitalized terms used in this Amendment and not otherwise defined herein will have the respective meanings set forth in the “Receivables Purchase and Servicing Agreement”.

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