EAGLE PICHER INDUSTRIES INC
EX-10.70
<DOCUMENT>
<TYPE>EX-10.70
<SEQUENCE>5
<FILENAME>p68331exv10w70.txt
<DESCRIPTION>EX-10.70
<TEXT>
<PAGE>

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EXHIBIT 10.70

                            EAGLEPICHER INCORPORATED
             AND THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO

                          9 3/4% SENIOR NOTES DUE 2013

                           ---------------------------

                                    INDENTURE

                           Dated as of August 7, 2003

                           ---------------------------

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,

                                   as Trustee

================================================================================

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                                                     Indenture
Section                                                                                    Section
-------                                                                                  -----------
<S>                                                                                      <C>
310 (a)(1).........................................................................      7.10
    (a)(2).........................................................................      7.10
    (a)(3).........................................................................      N.A.
    (a)(4).........................................................................      N.A.
    (a)(5).........................................................................      7.10
    (b)............................................................................      7.10
    (c)............................................................................      N.A.
311 (a)............................................................................      7.11
    (b)............................................................................      7.11
    (c)............................................................................      N.A.
312 (a)............................................................................      2.05
    (b)............................................................................      12.03
    (c)............................................................................      12.03
313 (a)............................................................................      7.06
    (b)(2).........................................................................      7.06; 7.07
    (c)............................................................................      7.06; 12.02
    (d)............................................................................      7.06
314 (a)............................................................................      4.03
314 (a)(4).........................................................................      12.05
    (c)(1).........................................................................      12.04
    (c)(2).........................................................................      12.04
    (c)(3).........................................................................      N.A.
    (e)............................................................................      12.05
    (f)............................................................................      N.A.
315 (a)............................................................................      7.01
    (b)............................................................................      7.05;12.02
    (c)............................................................................      7.01
    (d)............................................................................      7.01
    (e)............................................................................      6.11
316 (a) (last sentence)............................................................      2.09
    (a)(1)(A)......................................................................      6.05
    (a)(1)(B)......................................................................      6.04
    (a)(2).........................................................................      N.A.
    (b)............................................................................      6.06; 6.07
    (c)............................................................................      2.12
317 (a)(1).........................................................................      6.08
    (a)(2).........................................................................      6.09
    (b)............................................................................      2.04
318 (a)............................................................................      12.01
    (b)............................................................................      N.A.
    (c)............................................................................      12.01
</TABLE>

---------------------------

N.A. means Not Applicable

Note:  This Cross-Reference Table is not part of this Agreement.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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<S>                                                                                       <C>
                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

1.01       Definitions.............................................................         1
1.02       Other Definitions.......................................................        25
1.03       Incorporation by Reference of Trust Indenture Act.......................        25
1.04       Rules of Construction...................................................        26

                                   ARTICLE II

                                    THE NOTES

2.01       Form and Dating.........................................................        26
2.02       Execution and Authentication............................................        27
2.03       Registrar and Paying Agent..............................................        28
2.04       Paying Agent to Hold Money in Trust.....................................        28
2.05       Holder Lists............................................................        29
2.06       Transfer and Exchange...................................................        29
2.07       Replacement Notes.......................................................        42
2.08       Outstanding Notes.......................................................        42
2.09       Treasury Notes..........................................................        43
2.10       Temporary Notes.........................................................        43
2.11       Cancellation............................................................        43
2.12       Defaulted Interest......................................................        43
2.13       CUSIP Numbers...........................................................        44

                                   ARTICLE III

                            REDEMPTION AND PREPAYMENT

3.01       Notices to Trustee......................................................        44
3.02       Selection of Notes to Be Redeemed.......................................        44
3.03       Notice of Redemption....................................................        45
3.04       Effect of Notice of Redemption..........................................        45
3.05       Deposit of Redemption Price.............................................        46
3.06       Notes Redeemed in Part..................................................        46
3.07       Optional Redemption.....................................................        46
3.08       Mandatory Redemption....................................................        47

                                   ARTICLE IV

                                    COVENANTS

4.01       Payment of Notes........................................................        47
</TABLE>

                                       -i-

<PAGE>

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<S>                                                                                              <C>
4.02       Maintenance of Office or Agency.................................................       47
4.03       Reports.........................................................................       48
4.04       Compliance Certificate..........................................................       49
4.05       Taxes...........................................................................       49
4.06       Stay, Extension and Usury Laws..................................................       49
4.07       Restricted Payments.............................................................       50
4.08       Dividend and Other Payment Restrictions Affecting Subsidiaries..................       52
4.09       Limitation on Additional Indebtedness...........................................       53
4.10       Asset Sales.....................................................................       55
4.11       Transactions with Affiliates....................................................       56
4.12       Liens...........................................................................       58
4.13       Business Activities.............................................................       58
4.14       Corporate Existence.............................................................       58
4.15       Offer to Repurchase Upon Change of Control......................................       58
4.16       Designation of Unrestricted Subsidiaries........................................       60
4.17       Limitation on Issuance or Sale of Equity Interests of Restricted Subsidiaries...       61
4.18       Additional Note Guarantees......................................................       61
4.19       Limitation on Layering Indebtedness.............................................       61
4.20       Limitations on Sale and Leaseback Transactions..................................       62

                                    ARTICLE V

                                   SUCCESSORS

5.01       Merger, Consolidation, or Sale of Assets........................................       62
5.02       Successor Corporation Substituted...............................................       63

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

6.01       Events of Default...............................................................       64
6.02       Acceleration....................................................................       65
6.03       Other Remedies..................................................................       66
6.04       Waiver of Past Defaults.........................................................       66
6.05       Control by Majority.............................................................       66
6.06       Limitation on Suits.............................................................       67
6.07       Rights of Holders of Notes to Receive Payment...................................       67
6.08       Collection Suit by Trustee......................................................       67
6.09       Trustee May File Proofs of Claim................................................       68
6.10       Priorities......................................................................       68
6.11       Undertaking for Costs...........................................................       68

                                   ARTICLE VII

                                     TRUSTEE

7.01       Duties of Trustee...............................................................       69
7.02       Rights of Trustee...............................................................       70
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                 Page
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<S>                                                                                              <C>
7.03       Individual Rights of Trustee....................................................       71
7.04       Trustee's Disclaimer............................................................       71
7.05       Notice of Defaults..............................................................       71
7.06       Reports by Trustee to Holders of the Notes......................................       71
7.07       Compensation and Indemnity......................................................       72
7.08       Replacement of Trustee..........................................................       73
7.09       Successor Trustee by Merger, etc................................................       74
7.10       Eligibility; Disqualification...................................................       74
7.11       Preferential Collection of Claims Against Company...............................       74

                                  ARTICLE VIII

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

8.01       Option to Effect Legal Defeasance or Covenant Defeasance........................       74
8.02       Legal Defeasance and Discharge..................................................       74
8.03       Covenant Defeasance.............................................................       75
8.04       Conditions to Legal or Covenant Defeasance......................................       75
8.05       Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
              Miscellaneous Provisions.....................................................       76
8.06       Repayment to Company............................................................       77
8.07       Reinstatement...................................................................       77

                                   ARTICLE IX

                        AMENDMENT, SUPPLEMENT AND WAIVER

9.01       Without Consent of Holders of Notes.............................................       78
9.02       With Consent of Holders of Notes................................................       78
9.03       Compliance with Trust Indenture Act.............................................       80
9.04       Revocation and Effect of Consents...............................................       80
9.05       Notation on or Exchange of Notes................................................       80
9.06       Trustee to Sign Amendments, etc.................................................       80

                                    ARTICLE X

                                 NOTE GUARANTEES

10.01      Guarantee.......................................................................       81
10.02      Limitation on Guarantor Liability...............................................       82
10.03      Execution and Delivery of Note Guarantee........................................       82
10.04      Guarantors May Consolidate, etc., on Certain Terms..............................       82
10.05      Releases Following Sale of Assets...............................................       83

                                   ARTICLE XI

                           SATISFACTION AND DISCHARGE

11.01      Satisfaction and Discharge......................................................       84
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
<CAPTION>
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<S>                                                                                              <C>
11.02      Application of Trust Money.......................................................      84

                                   ARTICLE XII

                                  MISCELLANEOUS

12.01      Trust Indenture Act Controls.....................................................      85
12.02      Notices..........................................................................      85
12.03      Communication by Holders of Notes with Other Holders of Notes....................      86
12.04      Certificate and Opinion as to Conditions Precedent...............................      87
12.05      Statements Required in Certificate or Opinion....................................      87
12.06      Rules by Trustee and Agents......................................................      87
12.07      No Personal Liability of Directors, Officers, Employees and Stockholders.........      87
12.08      Governing Law....................................................................      88
12.09      No Adverse Interpretation of Other Agreements....................................      88
12.10      Successors.......................................................................      88
12.11      Severability.....................................................................      88
12.12      Counterpart Originals............................................................      88
12.13      Table of Contents, Headings, etc.................................................      88
</TABLE>

EXHIBITS

Exhibit A-1   FORM OF NOTE
Exhibit A-2   FORM OF REGULATION S GLOBAL NOTE
Exhibit B     FORM OF CERTIFICATE OF TRANSFER
Exhibit C     FORM OF CERTIFICATE OF EXCHANGE
Exhibit D     FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E     FORM OF NOTE GUARANTEE
Exhibit F     FORM OF SUPPLEMENTAL INDENTURE

                                      -iv-

<PAGE>

         INDENTURE dated as of August 7, 2003 (the "Agreement") between
EaglePicher Incorporated, an Ohio corporation (the "Company"), the guarantors
listed on the signature pages hereto (collectively, the "Guarantors") and Wells
Fargo Bank, National Association, as trustee (the "Trustee").

         The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the Notes:

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

1.01     Definitions.

         "144A Global Note" means a global note substantially in the form of
Exhibit A-1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

         "Acquired Indebtedness" means (1) with respect to any Person that
becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such
Person and its Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary that was not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary and (2) with
respect to the Company or any Restricted Subsidiary, any Indebtedness of a
Person (other than the Company or a Restricted Subsidiary) existing at the time
such Person is merged with or into the Company or a Restricted Subsidiary, or
Indebtedness expressly assumed by the Company or any Restricted Subsidiary in
connection with the acquisition of an asset or assets from another Person, which
Indebtedness was not, in any case, incurred by such other Person in connection
with, or in contemplation of, such merger or acquisition.

         "Additional Interest" has the meaning set forth in the Registration
Rights Agreement.

         "Additional Notes" means an unlimited principal amount of Notes (other
than the Initial Notes) issued under this Agreement in accordance with Sections
2.02 and 4.09 hereof, as part of the same series as the Initial Notes.

         "Affiliate" of any Person means any other Person which directly or
indirectly controls or is controlled by, or is under direct or indirect common
control with, the referent Person. For purposes of Section 4.11 hereof
Affiliates shall be deemed to include, with respect to any Person, any other
Person (1) which beneficially owns or holds, directly or indirectly, 10% or more
of any class of the Voting Stock of the referent Person, (2) of which 10% or
more of the Voting Stock is beneficially owned or held, directly or indirectly,
by the referenced Person or (3) with respect to an individual, any immediate
family member of such Person. For purposes of this definition, "control" of a
Person shall mean the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise.

<PAGE>

                                       -2-

         "Agent" means any Registrar, Paying Agent or co-registrar.

         "Agreement" means this Indenture, as amended or supplemented from time
to time.

         "amend" means to amend, supplement, restate, amend and restate or
otherwise modify; and "amendment" shall have a correlative meaning.

         "Applicable Procedures" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary, Euroclear and Clearstream that apply to such transfer or
exchange.

         "asset" means any asset or property.

         "Asset Acquisition" means (1) an Investment by the Company or any
Restricted Subsidiary of the Company in any other Person if, as a result of such
Investment, such Person shall become a Restricted Subsidiary of the Company, or
shall be merged with or into the Company or any Restricted Subsidiary of the
Company, or (2) the acquisition by the Company or any Restricted Subsidiary of
the Company of all or substantially all of the assets of any other Person or any
division or line of business of any other Person.

         "Asset Sale" means any sale, issuance, conveyance, transfer, lease,
assignment or other disposition by the Company or any Restricted Subsidiary to
any Person other than the Company or any Restricted Subsidiary (including by
means of a Sale and Leaseback Transaction or a merger or consolidation)
(collectively, for purposes of this definition, a "transfer"), in one
transaction or a series of related transactions, of any assets of the Company or
any of its Restricted Subsidiaries other than in the ordinary course of
business. For purposes of this definition, the term "Asset Sale" shall not
include:

                  (1)      transfers of cash or Cash Equivalents;

                  (2)      transfers of assets (including Equity Interests) that
         are governed by, and made in accordance with Section 5.01 hereof;

                  (3)      Permitted Investments and Restricted Payments
         permitted under Section 4.07 hereof;

                  (4)      the creation or realization of any Permitted Lien;

                  (5)      transfers of damaged, worn-out or obsolete equipment
         or assets that, in the Company's reasonable judgment, are no longer
         used or useful in the business of the Company or its Restricted
         Subsidiaries;

                  (6)      any transfer or series of related transfers that, but
         for this clause, would be Asset Sales, if after giving effect to such
         transfers, the aggregate Fair Market Value of the assets transferred in
         such transaction or any such series of related transactions does not
         exceed $500,000; and

                  (7)      any transfer by the Company or any of its
         Subsidiaries of Receivables to a Receivables Subsidiary in connection
         with a Qualified Receivables Transaction.

<PAGE>

                                      -3-

         "Attributable Indebtedness", when used with respect to any Sale and
Leaseback Transaction, means, as at the time of determination, the present value
(discounted at a rate equivalent to the Company's then-current weighted average
cost of funds for borrowed money as at the time of determination, compounded on
a semi-annual basis) of the total obligations of the lessee for rental payments
during the remaining term of the lease included in any such Sale and Leaseback
Transaction.

         "Bankruptcy Law" means Title 11 of the United States Code, as amended,
or any similar federal or state law for the relief of debtors.

         "Board of Directors" means, with respect to any Person, the board of
directors or comparable governing body of such Person.

         "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

         "Business Day" means a day other than a Saturday, Sunday or other day
on which banking institutions in New York are authorized or required by law to
close.

         "Capital Stock" means (1) in the case of a corporation, corporate
stock, (2) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited), and (4) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.

         "Capitalized Lease" means a lease required to be capitalized for
financial reporting purposes in accordance with GAAP.

         "Capitalized Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under a Capitalized Lease, and the
amount of such obligation shall be the capitalized amount thereof determined in
accordance with GAAP.

         "Cash Equivalents" means: (1) marketable obligations with a maturity of
360 days or less issued or directly and fully guaranteed or insured by the
United States of America or any agency or instrumentality thereof (provided that
the full faith and credit of the United States of America is pledged in support
thereof); (2) demand and time deposits and certificates of deposit or
acceptances with a maturity of 180 days or less of any financial institution
that is a member of the Federal Reserve System having combined capital and
surplus and undivided profits of not less than $500.0 million and is assigned at
least a "B" rating by Thomson Financial BankWatch; (3) commercial paper maturing
no more than 180 days from the date of creation thereof issued by a corporation
that is not the Company or an Affiliate of the Company, and is organized under
the laws of any State of the United States of America or the District of
Columbia and rated at least A-1 by S&P or at least P-1 by Moody's; (4)
repurchase obligations with a term of not more than ten days for underlying
securities of the types described in clause (1) above entered into with any
commercial bank meeting the specifications of clause (2) above; and (5)
investments in money market or other mutual funds substantially all of whose
assets comprise securities of the types described in clauses (1) through (4)
above.

<PAGE>

                                      -4-

         "Change of Control" means: (1) Parent shall cease to own beneficially
and of record all of the Equity Interests of the Company; (2) prior to a Public
Equity Offering after the Issue Date, the Control Group Members cease to own, or
to have the power to vote or direct the voting of, Voting Stock representing 40%
or more of the voting power of the total outstanding Voting Stock of Parent; (3)
following a Public Equity Offering after the Issue Date, any "person" or "group"
(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other
than one or more Control Group Members, is or becomes the beneficial owner (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for
purposes of this clause that person or group shall be deemed to have "beneficial
ownership" of all securities that any such person or group has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of Voting Stock representing more than 40% of
the voting power of the total outstanding Voting Stock of Parent; provided,
however, that such event shall not be deemed to be a Change of Control so long
as the Control Group Members own Voting Stock representing in the aggregate a
greater percentage of the total voting power of the Voting Stock of Parent than
such other person or group; (4) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors (together with any new directors whose election to such Board of
Directors or whose nomination for election by the stockholders of Parent or the
Company was approved by a vote of the majority of the directors of Parent or the
Company then still in office who were either directors at the beginning of such
period or whose election or nomination for election was previously so approved)
cease for any reason to constitute a majority of the Board of Directors of
Parent or the Company; (5) (a) all or substantially all of the assets of the
Company and the Restricted Subsidiaries are sold or otherwise transferred to any
Person other than a Wholly-Owned Restricted Subsidiary or one or more Control
Group Members or (b) Parent or the Company consolidates or merges with or into
another Person or any Person consolidates or merges with or into Parent or the
Company, in either case under this clause (5), in one transaction or a series of
related transactions in which immediately after the consummation thereof Persons
owning Voting Stock representing in the aggregate a majority of the total voting
power of the Voting Stock of Parent or the Company immediately prior to such
consummation do not own Voting Stock representing a majority of the total voting
power of the Voting Stock of Parent or the Company or the surviving or
transferee Person; or (6) Parent or the Company shall adopt a plan of
liquidation or dissolution or any such plan shall be approved by the
stockholders of Parent or the Company.

         "Clearstream" means Clearstream Bank S.A.

         "Company" means EaglePicher Incorporated, and any and all successors
thereto and not any of its Subsidiaries.

         "Consolidated Amortization Expense" for any period means the
amortization expense of the Company and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

         "Consolidated Cash Flow" for any period means, without duplication, the
sum of the amounts for such period of (1) Consolidated Net Income, plus (2) in
each case only to the extent (and in the same proportion) deducted in
determining Consolidated Net Income and with respect to the portion of
Consolidated Net Income attributable to any Restricted Subsidiary only if a
corresponding amount would be permitted at the date of determination to be
distributed to the Company by such Restricted Subsidiary without prior approval
(that has not been obtained), pursuant to the terms of its charter and all
agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to such

<PAGE>

                                      -5-

Restricted Subsidiary or its stockholders, (a) Consolidated Income Tax Expense,
(b) Consolidated Amortization Expense (but only to the extent not included in
Consolidated Interest Expense), (c) Consolidated Depreciation Expense, (d)
Consolidated Interest Expense, and (e) all other non-cash items reducing the
Consolidated Net Income (excluding any non-cash charge that results in an
accrual of a reserve for cash charges in any future period) for such period, in
each case determined on a consolidated basis in accordance with GAAP, minus (3)
the aggregate amount of all non-cash items, determined on a consolidated basis,
to the extent such items increased Consolidated Net Income for such period.

         "Consolidated Depreciation Expense" for any period means the
depreciation expense of the Company and the Restricted Subsidiaries for such
period, including, without limitation, the amount of any impairment charge
required in such period in respect of any assets, all determined on a
consolidated basis in accordance with GAAP.

         "Consolidated Income Tax Expense" for any period means the provision
for taxes of the Company and the Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP.

         "Consolidated Interest Coverage Ratio" means the ratio of Consolidated
Cash Flow during the most recent four consecutive full fiscal quarters for which
financial statements are available (for purposes of this definition, the
"Four-Quarter Period") ending on or prior to the date of the transaction giving
rise to the need to calculate the Consolidated Interest Coverage Ratio (for
purposes of this definition, the "Transaction Date") to Consolidated Interest
Expense for the Four-Quarter Period. For purposes of this definition,
Consolidated Cash Flow and Consolidated Interest Expense shall be calculated
after giving effect on a pro forma basis for the period of such calculation to:

                  (1)      the incurrence of any Indebtedness or the issuance of
         any Preferred Stock of the Company or any Restricted Subsidiary (and
         the application of the proceeds thereof) and any repayment of other
         Indebtedness or redemption of other Preferred Stock (and the
         application of the proceeds therefrom) (other than the incurrence or
         repayment of Indebtedness in the ordinary course of business for
         working capital purposes pursuant to any revolving credit arrangement)
         occurring during the Four-Quarter Period or at any time subsequent to
         the last day of the Four-Quarter Period and on or prior to the
         Transaction Date, as if such incurrence, repayment, issuance or
         redemption, as the case may be (and the application of the proceeds
         thereof), occurred on the first day of the Four-Quarter Period; and

                  (2)      any asset sale or other disposition or Asset
         Acquisition (including, without limitation, any Asset Acquisition
         giving rise to the need to make such calculation as a result of the
         Company or any Restricted Subsidiary (including any Person who becomes
         a Restricted Subsidiary as a result of such Asset Acquisition)
         incurring Acquired Indebtedness and also including any Consolidated
         Cash Flow (including any pro forma expense and cost reductions
         calculated on a basis consistent with Regulation S-X under the Exchange
         Act) associated with any such Asset Acquisition) occurring during the
         Four-Quarter Period or at any time subsequent to the last day of the
         Four-Quarter Period and on or prior to the Transaction Date, as if such
         asset sale or Asset Acquisition or other disposition (including the
         incurrence of, or assumption or liability for, any such Indebtedness or
         Acquired Indebtedness) occurred on the first day of the Four-Quarter
         Period.

<PAGE>

                                      -6-

         If the Company or any Restricted Subsidiary directly or indirectly
guarantees Indebtedness of a third Person, the preceding sentence shall give
effect to the incurrence of such guaranteed Indebtedness as if the Company or
such Restricted Subsidiary had directly incurred or otherwise assumed such
guaranteed Indebtedness.

         In calculating Consolidated Interest Expense for purposes of
determining the denominator (but not the numerator) of this Consolidated
Interest Coverage Ratio: (1) interest on outstanding Indebtedness determined on
a fluctuating basis as of the Transaction Date and which will continue to be so
determined thereafter shall be deemed to have accrued at a fixed rate per annum
equal to the rate of interest on this Indebtedness in effect on the Transaction
Date; (2) if interest on any Indebtedness actually incurred on the Transaction
Date may optionally be determined at an interest rate based upon a factor of a
prime or similar rate, a eurocurrency interbank offered rate, or other rates,
then the interest rate in effect on the Transaction Date will be deemed to have
been in effect during the Four-Quarter Period; and (3) notwithstanding clause
(1) or (2) above, interest on Indebtedness determined on a fluctuating basis, to
the extent such interest is covered by agreements relating to Hedging
Obligations, shall be deemed to accrue at the rate per annum resulting after
giving effect to the operation of these agreements.

         "Consolidated Interest Expense" for any period means the sum, without
duplication, of the total interest expense of the Company and the Restricted
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP and including without duplication, (1) imputed interest on Capitalized
Lease Obligations and Attributable Indebtedness, (2) commissions, discounts and
other fees and charges owed with respect to letters of credit securing financial
obligations, bankers' acceptance financing and receivables financings, (3) the
net costs associated with Hedging Obligations, (4) accretion of original issue
discount and amortization of debt issuance costs, debt discount or premium and
other financing fees and expenses, (5) the interest portion of any deferred
payment obligations, (6) all other non-cash interest expense, (7) capitalized
interest, (8) the amount of any Grossed-Up Preferred Dividends paid, (9) all
interest payable with respect to discontinued operations, and (10) all interest
on any Indebtedness of any other Person guaranteed by the Company or any
Restricted Subsidiary.

         "Consolidated Leverage Ratio" means the ratio of consolidated
Indebtedness of the Company and its Restricted Subsidiaries (excluding Hedging
Obligations) as of the date of the transaction giving rise to the need to
calculate the Consolidated Leverage Ratio (for purposes of this definition, the
"Transaction Date") to Consolidated Cash Flow during the most recent four
consecutive full fiscal quarters for which financial statements are available
(for purposes of this definition, the "Four-Quarter Period") ending on or prior
to the Transaction Date. For purposes of this definition, consolidated
Indebtedness and Consolidated Cash Flow shall be calculated after giving effect
on a pro forma basis for the period of such calculation to:

                  (1)      the incurrence of any Indebtedness or the issuance of
         any Preferred Stock of the Company or any Restricted Subsidiary (and
         the application of the proceeds thereof) and any repayment of other
         Indebtedness or redemption of other Preferred Stock (and the
         application of the proceeds therefrom) (other than the incurrence or
         repayment of Indebtedness in the ordinary course of business for
         working capital purposes pursuant to any revolving credit arrangement)
         occurring during the Four-Quarter Period or at any time subsequent to
         the last day of the Four-Quarter Period and on or prior to the
         Transaction Date, as if such incurrence, repayment, issuance

<PAGE>

                                      -7-

         or redemption, as the case may be (and the application of the proceeds
         thereof), occurred on the first day of the Four-Quarter Period; and

                  (2)      any asset sale or other disposition or Asset
         Acquisition (including, without limitation, any Asset Acquisition
         giving rise to the need to make such calculation as a result of the
         Company or any Restricted Subsidiary (including any Person who becomes
         a Restricted Subsidiary as a result of such Asset Acquisition)
         incurring Acquired Indebtedness and also including any Consolidated
         Cash Flow (including any pro forma expense and cost reductions
         calculated on a basis consistent with Regulation S-X under the Exchange
         Act) associated with any such Asset Acquisition) occurring during the
         Four-Quarter Period or at any time subsequent to the last day of the
         Four-Quarter Period and on or prior to the Transaction Date, as if such
         asset sale or Asset Acquisition or other disposition (including the
         incurrence of, or assumption or liability for, any such Indebtedness or
         Acquired Indebtedness) occurred on the first day of the Four-Quarter
         Period.

         If the Company or any Restricted Subsidiary directly or indirectly
guarantees Indebtedness of a third Person, the preceding sentence shall give
effect to the incurrence of such guaranteed Indebtedness as if the Company or
such Restricted Subsidiary had directly incurred or otherwise assumed such
guaranteed Indebtedness.

         "Consolidated Net Income" for any period means the net income (or loss)
of the Company and the Restricted Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP; provided, however, that there shall
be excluded from such net income (to the extent otherwise included therein),
without duplication:

                  (1)      the net income (or loss) of any Person (other than a
         Restricted Subsidiary) in which any Person other than the Company and
         the Restricted Subsidiaries has an ownership interest, except to the
         extent that cash in an amount equal to any such income has actually
         been received by the Company or any of its Wholly-Owned Restricted
         Subsidiaries during such period;

                  (2)      except to the extent includible in the consolidated
         net income of the Company pursuant to the foregoing clause (1), the net
         income (or loss) of any Person that accrued prior to the date that (a)
         such Person becomes a Restricted Subsidiary or is merged into or
         consolidated with the Company or any Restricted Subsidiary or (b) the
         assets of such Person are acquired by the Company or any Restricted
         Subsidiary;

                  (3)      the net income of any Restricted Subsidiary during
         such period to the extent that the declaration or payment of dividends
         or similar distributions by such Restricted Subsidiary of that income
         is not permitted by operation of the terms of its charter or any
         agreement, instrument, judgment, decree, order, statute, rule or
         governmental regulation applicable to that Subsidiary during such
         period, except that the Company's equity in a net loss of any such
         Restricted Subsidiary for such period shall be included in determining
         Consolidated Net Income;

                  (4)      for the purposes of calculating the Restricted
         Payments Basket only, in the case of a successor to the Company by
         consolidation, merger or transfer of its assets, any income (or loss)
         of the successor prior to such merger, consolidation or transfer of
         assets;

<PAGE>

                                       -8-

                  (5)      other than for purposes of calculating the Restricted
         Payments Basket, any gain (or loss), together with any related
         provisions for taxes on any such gain (or the tax effect of any such
         loss), realized during such period by the Company or any Restricted
         Subsidiary upon (a) the acquisition of any securities, or the
         extinguishment of any Indebtedness, of the Company or any Restricted
         Subsidiary or (b) any asset sale by the Company or any Restricted
         Subsidiary;

                  (6)      other than for purposes of calculating the Restricted
         Payments Basket, any extraordinary gain (or extraordinary loss),
         together with any related provision for taxes on any such extraordinary
         gain (or the tax effect of any such extraordinary loss), realized by
         the Company or any Restricted Subsidiary during such period; and

                  (7)      the net effect of the write off of any deferred
         financing charges resulting from the application of the proceeds of
         this offering and the New Credit Agreement.

         In addition any return of capital with respect to an Investment that
increased the Restricted Payments Basket pursuant to Section 4.07(a)(iii)(D)
hereof or decreased the amount of Investments outstanding pursuant to clause
(13) of the definition of "Permitted Investments" shall be excluded from
Consolidated Net Income for purposes of calculating the Restricted Payments
Basket.

         "Consolidated Net Worth" means, with respect to any Person as of any
date, the consolidated stockholders' equity of such Person, determined on a
consolidated basis in accordance with GAAP, less (without duplication) (1) any
amounts thereof attributable to Disqualified Equity Interests of such Person or
its Subsidiaries or any amount attributable to Unrestricted Subsidiaries and (2)
all write-ups (other than write-ups resulting from foreign currency translations
and write-ups of tangible assets of a going concern business made within 12
months after the acquisition of such business) subsequent to the Issue Date in
the book value of any asset owned by such Person or a Subsidiary of such Person.

         "Control Group Members" means (i) the natural person or persons who are
the ultimate beneficial owners of Granaria Holdings B.V. on the Issue Date, as
disclosed under the heading "Principal stockholders" in the offering memorandum
dated July 31, 2003 relating to the Initial Notes, and members of their
immediate families and any spouse, parent or descendant of any such person, or a
trust the beneficiaries of which include only any of the foregoing, and any
corporation or other entity all of the Equity Interests of which (other than
directors' qualifying shares) is owned by any of the foregoing or (ii) any
corporation or other entity at least 51% of the Voting Stock of which is owned
by any of the Persons referred to in clause (i).

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 13.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Coverage Ratio Exception" has the meaning set forth in Section 4.09(a)
hereof.

         "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

         "Default" means (1) any Event of Default or (2) any event, act or
condition that, after notice or the passage of time or both, would be an Event
of Default.

<PAGE>

                                       -9-

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A-1 hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Agreement.

         "Depositary Custodian" means the Trustee, as custodian for the
Depositary with respect to the Notes in global form, or any successor entity
thereto.

         "Designation" has the meaning specified in Section 4.16 hereof.

         "Designation Amount" has the meaning specified in Section 4.16 hereof.

         "Disqualified Equity Interests" of any Person means any Equity
Interests of such Person that, by its terms, or by the terms of any related
agreement or of any security into which it is convertible, puttable or
exchangeable, is, or upon the happening of any event or the passage of time
would be, required to be redeemed by such Person, whether or not at the option
of the holder thereof, or matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, in whole or in part, on or prior to the
date which is 91 days after the final maturity date of the Notes; provided,
however, that any class of Equity Interests of such Person that, by its terms,
authorizes such Person to satisfy in full its obligations with respect to the
payment of dividends or upon maturity, redemption (pursuant to a sinking fund or
otherwise) or repurchase thereof or otherwise by the delivery of Equity
Interests that are not Disqualified Equity Interests, and that are not
convertible, puttable or exchangeable for Disqualified Equity Interests or
Indebtedness, will not be deemed to be Disqualified Equity Interests so long as
such Person satisfies its obligations with respect thereto solely by the
delivery of Equity Interests that are not Disqualified Equity Interests;
provided, further, however, that any Equity Interests that would not constitute
Disqualified Equity Interests but for provisions thereof giving holders thereof
(or the holders of any security into or for which such Equity Interests is
convertible, exchangeable or exercisable) the right to require the Company to
redeem such Equity Interests upon the occurrence of a change in control
occurring prior to the final maturity date of the Notes shall not constitute
Disqualified Equity Interests if the change in control provisions applicable to
such Equity Interests are no more favorable to such holders than the provisions
described under Section 4.15 hereof and such Equity Interests specifically
provide that the Company will not redeem any such Equity Interests pursuant to
such provisions prior to the Company's purchase of the Notes as required by the
provisions of Section 4.15 hereof.

         "Equity Interests" of any Person means (1) any and all shares or other
equity interests (including common stock, preferred stock, limited liability
company interests and partnership interests) in such Person and (2) all rights
to purchase, warrants or options (whether or not currently exercisable),
participations or other equivalents of or interests in (however designated) such
shares or other equity interests in such Person.

<PAGE>

                                      -10-

         "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

         "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended.

         "Exchange Notes" means the Exchange Notes (as defined in the
Registration Rights Agreement) issued in the Exchange Offer pursuant to Section
2.06(f) hereof.

         "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

         "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

         "Fair Market Value" with respect to any asset or item not involving an
Affiliate Transaction means the Fair Market Value of such asset or item as
determined in good faith by the Board of Directors of the Company and evidenced
by a Board resolution delivered to the Trustee. The "Fair Market Value" of any
asset or item in excess of $2.0 million and involving an Affiliate Transaction
means the Fair Market Value of any asset or item as determined by a majority of
the Independent Directors and as evidenced by a resolution of the Independent
Directors delivered to the Trustee; provided, however, that with respect to any
asset or item in excess of $10.0 million and involving an Affiliate Transaction,
the Company shall obtain and deliver to the Trustee a written opinion as to the
fairness of such valuation to the Company from a financial point of view issued
by an Independent Financial Advisor.

         "Foreign Subsidiary" means any Restricted Subsidiary of the Company
which (i) is not organized under the laws of (x) the United States or any state
thereof or (y) the District of Columbia and (ii) conducts substantially all of
its business operations outside the United States of America.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, as in effect on the Issue Date.

         "Global Note Legend" means the legend set forth in Section 2.06(g)(ii),
which is required to be placed on all Global Notes issued under this Agreement.

         "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A-1 or Exhibit A-2, as the case may be, hereto issued in
accordance with Section 2.01, 2.02, 2.06(b)(iv), 2.06(d)(ii) or 2.06(f) hereof.

         "Granaria Holdings" means Granaria Holdings, B.V., a Dutch corporation,
and its successors.

         "Grossed-Up Preferred Dividends" means the product of (a) all dividend
payments on any series of Disqualified Equity Interests of the Company or any
Preferred Stock of any Restricted Subsidiary (other than any such Disqualified
Equity Interests or any Preferred Stock held by the Company or a Wholly-Owned
Restricted Subsidiary), multiplied by (b) a fraction, the numerator of which is
one and the

<PAGE>

                                      -11-

denominator of which is one minus the then current combined federal, state and
local statutory tax rate of the Company and the Restricted Subsidiaries,
expressed as a decimal.

         "guarantee" means a direct or indirect guarantee by any Person of any
Indebtedness of any other Person and includes any obligation, direct or
indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or
advance or supply funds for the purchase or payment of) Indebtedness of such
other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's-length terms and are entered
into in the ordinary course of business), to take-or-pay, or to maintain
financial statement conditions or otherwise); or (2) entered into for purposes
of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part). The terms "guarantee," when used as a verb, and "guaranteed" have
correlative meanings.

         "Guarantors" means Parent and each Restricted Subsidiary of the Company
(other than as set forth in Section 4.18(a)(i)) on the Issue Date, and each
other Person that is required to become a Guarantor by the terms of this
Agreement after the Issue Date, in each case, until such Person is released from
its Note Guarantee.

         "Hedging Obligations" of any Person means the obligations of such
Person pursuant to (1) any interest rate swap agreement, interest rate collar
agreement or other similar agreement or arrangement designed to protect such
Person against fluctuations in interest rates, (2) agreements or arrangements
designed to protect such Person against fluctuations in foreign currency
exchange rates in the conduct of its operations, or (3) any forward contract,
commodity swap agreement, commodity option agreement or other similar agreement
or arrangement designed to protect such Person against fluctuations in commodity
prices.

         "Holder" means any registered holder, from time to time, of the Notes.

         "Immateral Subsidiary" means any Subsidiary of the Company which does
not own assets in excess of $50,000.

         "IAI Global Note" means the global Note substantially in the form of
Exhibit A-1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of and registered in the name of the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold to Institutional Accredited
Investors.

         "incur" means, with respect to any Indebtedness or Obligation, incur,
create, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise, with respect to such Indebtedness or
Obligation; provided, however, that (1) the Indebtedness of a Person existing at
the time such Person became a Restricted Subsidiary shall be deemed to have been
incurred by such Restricted Subsidiary and (2) neither the accrual of interest
nor the accretion of original issue discount shall be deemed to be an incurrence
of Indebtedness.

         "Indebtedness" of any Person at any date means, without duplication:
(1) all liabilities, contingent or otherwise, of such Person for borrowed money
(whether or not the recourse of the lender is to the whole of the assets of such
Person or only to a portion thereof); (2) all obligations of such Person
evidenced

<PAGE>

                                      -12-

by bonds, debentures, notes or other similar instruments; (3) all obligations of
such Person in respect of letters of credit or other similar instruments (or
reimbursement obligations with respect thereto); (4) all obligations of such
Person to pay the deferred and unpaid purchase price of property or services,
except trade payables and accrued expenses incurred by such Person in the
ordinary course of business in connection with obtaining goods, materials or
services; (5) the maximum fixed redemption or repurchase price of all
Disqualified Equity Interests of such Person; (6) all Capitalized Lease
Obligations of such Person; (7) all Indebtedness of others secured by a Lien on
any asset of such Person, whether or not such Indebtedness is assumed by such
Person; (8) all Indebtedness of others guaranteed by such Person to the extent
of such guarantee; provided, however, that Indebtedness of the Company or its
Subsidiaries that is guaranteed by the Company or the Company's Subsidiaries
shall only be counted once in the calculation of the amount of Indebtedness of
the Company and its Subsidiaries on a consolidated basis; (9) all Attributable
Indebtedness; (10) to the extent not otherwise included in this definition,
Hedging Obligations of such Person; and (11) all obligations of such Person
under conditional sale or other title retention agreements relating to assets
purchased by such Person.

         The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above, the maximum liability of such Person for any such contingent obligations
at such date and, in the case of clause (7), the lesser of (a) the Fair Market
Value of any asset subject to a Lien securing the Indebtedness of others on the
date that the Lien attaches and (b) the amount of the Indebtedness secured. For
purposes of clause (5), the "maximum fixed redemption or repurchase price" of
any Disqualified Equity Interests that do not have a fixed redemption or
repurchase price shall be calculated in accordance with the terms of such
Disqualified Equity Interests as if such Disqualified Equity Interests were
redeemed or repurchased on any date on which an amount of Indebtedness
outstanding shall be required to be determined pursuant to this Agreement.

         "Independent Director" means a director of the Company who (1) is
independent with respect to the transaction at issue; (2) does not have any
material financial interest in the Company or any of its Affiliates (other than
as a result of holding securities of Parent); and (3) has not and whose
Affiliates or affiliated firm has not, at any time during the 12 months prior to
the taking of any action hereunder, directly or indirectly, received, or entered
into any understanding or agreement to receive, any compensation, payment or
other benefit, of any type or form, from the Company or any of its Affiliates,
other than customary directors' fees for serving on the Board of Directors of
the Company or any Affiliate and reimbursement of out-of-pocket expenses for
attendance at the Company's or Affiliate's board and board committee meetings.

         "Independent Financial Advisor" means an accounting, appraisal or
investment banking firm of nationally recognized standing that is, in the
reasonable judgment of the Company's Board of Directors, qualified to perform
the task for which it has been engaged and disinterested and independent with
respect to the Company and its Affiliates.

         "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

         "Initial Notes" means the first $250.0 million aggregate principal
amount of 9 3/4% Senior Notes due 2013 issued under this Agreement on the Issue
Date.

<PAGE>

                                      -13-

         "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

         "interest" means, with respect to the Notes, interest and Additional
Interest, if any, on the Notes.

         "Investments" of any Person means (1) all direct or indirect
investments by such Person in any other Person in the form of loans, advances
(other than commissions, travel and similar advances made to directors, officers
and employees in the ordinary course of business) or capital contributions or
other credit extensions constituting Indebtedness of such other Person, and any
guarantee of Indebtedness of any other Person; (2) all purchases (or other
acquisitions for consideration) by such Person of Indebtedness, Equity Interests
or other securities of any other Person; (3) all other items that would be
classified as investments on a balance sheet of such Person prepared in
accordance with GAAP; and (4) the Designation of any Subsidiary as an
Unrestricted Subsidiary.

         Except as otherwise expressly specified in this definition, the amount
of any Investment (other than an Investment made in cash) shall be the Fair
Market Value thereof on the date such Investment is made. The amount of
Investment pursuant to clause (4) shall be the Designation Amount determined in
accordance with Section 4.16. If the Company or any Subsidiary sells or
otherwise disposes of any Equity Interests of any direct or indirect Subsidiary
such that, after giving effect to any such sale or disposition, such Person is
no longer a Subsidiary, the Company shall be deemed to have made an Investment
on the date of any such sale or other disposition equal to the Fair Market Value
of the Equity Interests of and all other Investments in such Subsidiary not sold
or disposed of, which amount shall be determined by the Board of Directors. The
acquisition by the Company or any Restricted Subsidiary of a Person that holds
an Investment in a third Person shall be deemed to be an Investment by the
Company or such Restricted Subsidiary in the third Person in an amount equal to
the Fair Market Value of the Investment held by the acquired Person in the third
Person. Notwithstanding the foregoing, purchases or redemptions of Equity
Interests of the Company shall be deemed not to be Investments.

         "Issue Date" means the date on which the Initial Notes are originally
issued, August 7, 2003.

         "Joint Venture" means a corporation, partnership or other entity
engaged in one or more of the Permitted Businesses in which the Company or its
Restricted Subsidiaries does not have control but owns, directly or indirectly,
at least 10% of the Equity Interests.

         "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

         "Lien" means, with respect to any asset, any mortgage, deed of trust,
lien (statutory or other), pledge, lease, easement, restriction, covenant,
charge, security interest or other encumbrance of any kind or nature in respect
of such asset, whether or not filed, recorded or otherwise perfected under
applicable law, including any conditional sale or other title retention
agreement, and any lease in the nature thereof, any option or other agreement to
sell, and any filing of, or agreement to give, any financing statement under the
Uniform Commercial Code (or equivalent statutes) of any jurisdiction (other than
cautionary filings in respect of operating leases).

         "Moody's" means Moody's Investors Service, Inc., and its successors.

<PAGE>

                                      -14-

         "Net Available Proceeds" means, with respect to any Asset Sale, the
proceeds thereof in the form of cash or Cash Equivalents, net of (1) brokerage
commissions and other fees and expenses (including fees and expenses of legal
counsel, accountants and investment banks) of such Asset Sale; (2) provisions
for taxes payable as a result of such Asset Sale (after taking into account any
available tax credits or deductions and any tax sharing arrangements); (3)
amounts required to be paid to any Person (other than the Company or any
Restricted Subsidiary) owning a beneficial interest in the assets subject to the
Asset Sale or having a Lien thereon; (4) payments of unassumed liabilities (not
constituting Indebtedness) relating to the assets sold at the time of, or within
30 days after the date of, such Asset Sale; and (5) appropriate amounts to be
provided by the Company or any Restricted Subsidiary, as the case may be, as a
reserve required in accordance with GAAP against any liabilities associated with
such Asset Sale and retained by the Company or any Restricted Subsidiary, as the
case may be, after such Asset Sale, including pensions and other postemployment
benefit liabilities, liabilities related to environmental matters and
liabilities under any indemnification obligations associated with such Asset
Sale, all as reflected in an Officers' Certificate delivered to the Trustee;
provided, however, that any amounts remaining after adjustments, revaluations or
liquidations of such reserves shall constitute Net Available Proceeds.

         "New Credit Agreement" means the New Credit Agreement dated as of
August 7, 2003 by and among Harris Trust & Savings Bank, as administrative
agent, the banks party thereto, the Company and the Guarantors, together with
any additional guarantees by the Guarantors and security agreements, as any of
the foregoing may be subsequently amended, restated, refinanced, extended or
replaced from time to time whether by the same or any other agent, lender or
group of lenders, and shall include agreements in respect of Hedging Obligations
designed to protect against fluctuations in interest rates and entered into with
respect to loans thereunder.

         "Non-Recourse Debt" means Indebtedness of an Unrestricted Subsidiary:

                  (1)      as to which neither the Company nor any Restricted
         Subsidiary (a) provides credit support of any kind (including any
         undertaking, agreement or instrument that would constitute
         Indebtedness), (b) is directly or indirectly liable as a guarantor or
         otherwise, or (c) constitutes the lender;

                  (2)      no default with respect to which (including any
         rights that the holders thereof may have to take enforcement action
         against an Unrestricted Subsidiary) would permit upon notice, lapse of
         time or both any holder of any other Indebtedness (other than the
         Notes) of the Company or any Restricted Subsidiary to declare a default
         on the other Indebtedness or cause the payment thereof to be
         accelerated or payable prior to its stated maturity; and

                  (3)      as to which the lenders have been notified in writing
         that they will not have any recourse to the Equity Interests or assets
         of the Company or any Restricted Subsidiary.

         "Non-Recourse Purchase Money Indebtedness" means Indebtedness of the
Company or any of its Subsidiaries (a) incurred to finance the purchase of any
assets of the Company or any of its Subsidiaries within 90 days of such
purchase, (b) to the extent the amount of Indebtedness thereunder does not
exceed 100% of the purchase cost of such assets, (c) to the extent the purchase
cost of such assets is or should be included in "additions to property, plant
and equipment" in accordance with GAAP, and (d) to the extent
<PAGE>

                                      -15-

that such Indebtedness is non-recourse to the Company or any of its Subsidiaries
or any of their respective assets other than the assets so purchased.

         "Non-U.S. Person" means a Person who is not a U.S. Person.

         "Note Guarantee" means the guarantee by each Guarantor of the Company's
payment obligations under this Agreement and on the Notes, executed pursuant to
the provisions of this Agreement.

         "Notes" means the Initial Notes, the Exchange Notes and the Additional
Notes, if any, permitted to be issued in accordance with this Agreement.

         "Obligation" means any principal, interest, penalties, fees,
indemnifications, reimbursements, costs, expenses, damages and other liabilities
payable under the documentation governing any Indebtedness.

         "Officer" means any of the following of the Company: the Chairman of
the Board of Directors, the Chief Executive Officer, the Chief Financial
Officer, the President, any Vice President, the Treasurer or the Secretary.

         Officers' Certificate" means a certificate singed by two Officers.

         "Parent" means EaglePicher Holdings, Inc., a Delaware corporation, and
its successors and assigns.

         "Parent Preferred Stock" means the Series B 11 3/4% Cumulative
Redeemable Exchangeable Preferred Stock of Parent.

         "Pari Passu Indebtedness" means any Indebtedness of the Company or any
Guarantor that ranks pari passu as to payment with the Notes or the Note
Guarantees, as applicable.

         "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

         "Permitted Business" means the businesses engaged in by the Company and
its Subsidiaries on the Issue Date as described in the offering memorandum dated
July 31, 2003 relating to the Initial Notes and businesses that are reasonably
related thereto or reasonable extensions thereof.

         "Permitted Investment" means:

                  (1)      (a) Investments by the Company or any Restricted
         Subsidiary in any Restricted Subsidiary or (b) payments by the Company
         or any Restricted Subsidiary to any Person or Persons solely as
         consideration for the acquisition of Equity Interests or assets of any
         Person that is or will become immediately after such Investment a
         Restricted Subsidiary;

                  (2)      Investments in the Company by any Restricted
         Subsidiary;

<PAGE>

                                      -16-

                  (3)      loans and advances to directors, employees and
         officers of the Company and the Restricted Subsidiaries in respect of
         commissions, business expenses, travel and relocation and other similar
         expenses in the ordinary course of business;

                  (4)      loans and advances to directors, employees and
         officers of the Company and the Restricted Subsidiaries to purchase
         Equity Interests of Parent not in excess of $2.0 million at any one
         time outstanding;

                  (5)      Hedging Obligations incurred pursuant to Section
         4.09(b)(iv) hereof;

                  (6)      Cash Equivalents;

                  (7)      receivables owing to the Company or any Restricted
         Subsidiary if created or acquired in the ordinary course of business
         and payable or dischargeable in accordance with customary trade terms;
         provided, however, that such trade terms may include such concessionary
         trade terms as the Company or any such Restricted Subsidiary deems
         reasonable under the circumstances;

                  (8)      Investments in securities of trade creditors or
         customers received pursuant to any plan of reorganization or similar
         arrangement upon the bankruptcy or insolvency of such trade creditors
         or customers;

                  (9) Investments made by the Company or any Restricted
         Subsidiary as a result of consideration received in connection with an
         Asset Sale made in compliance with Section 4.10 hereof;

                  (10)     lease, utility and other similar deposits in the
         ordinary course of business;

                  (11)     Investments made by the Company or a Restricted
         Subsidiary for consideration consisting only of Qualified Equity
         Interests of Parent;

                  (12)     stock, obligations or securities received in
         settlement of debts created in the ordinary course of business and
         owing to the Company or any Restricted Subsidiary or in satisfaction of
         judgments;

                  (13)     other Investments in an aggregate amount not to
         exceed $10.0 million at any one time outstanding (with each Investment
         being valued as of the date made and without regard to subsequent
         changes in value); and

                  (14)     Investments deemed to occur as a result of a
         Qualified Receivables Transaction.

         The amount of Investments outstanding at any time pursuant to clause
(13) above shall be deemed to be reduced (without duplication of amounts
included in the calculation of Consolidated Net Income): (a) upon the
disposition or repayment of or return on any Investment made pursuant to clause
(13) above, by an amount equal to the total of the return of capital and any
gain or loss with respect to such Investment to the Company or any Restricted
Subsidiary (to the extent not included in the computation of Consolidated Net
Income), less the cost of the disposition of such Investment and net of taxes;
and

<PAGE>

                                      -17-

(b) upon a Redesignation of an Unrestricted Subsidiary as a Restricted
Subsidiary, by an amount equal to the Fair Market Value of the Company's
proportionate interest in such Subsidiary immediately following such
Redesignation.

         "Permitted Liens" means the following types of Liens:

                  (1)      Liens upon specific items of inventory or other goods
         and proceeds of any Person securing such Person's obligations in
         respect of bankers' acceptances issued or created for the account of
         such Person to facilitate the purchase, shipment or storage of such
         inventory or other goods;

                  (2)      Liens securing reimbursement obligations with respect
         to commercial letters of credit which encumber documents and other
         assets relating to such letters of credit and products and proceeds
         thereof;

                  (3)      leases or subleases granted to others that do not
         materially interfere with the ordinary course of business of the
         Company or any Restricted Subsidiary;

                  (4)      Liens arising from filing Uniform Commercial Code
         financing statements regarding leases;

                  (5)      Liens securing all of the Notes and Liens securing
         any Note Guarantee;

                  (6)      Liens existing on the Issue Date securing
         Indebtedness outstanding on the Issue Date;

                  (7)      Liens in favor of the Company or a Guarantor;

                  (8)      Liens securing Indebtedness under the New Credit
         Agreement;

                  (9)      Liens securing Purchase Money Indebtedness;

                  (10)     Liens securing Acquired Indebtedness permitted to be
         incurred under this Agreement; provided, however, that the Liens do not
         extend to assets not subject to such Lien at the time of acquisition
         (other than improvements thereon) and are no more favorable to the
         lienholders than those securing such Acquired Indebtedness prior to the
         incurrence of such Acquired Indebtedness by the Company or a Restricted
         Subsidiary;

                  (11)     Liens on assets of a Person existing at the time such
         Person is acquired or merged with or into or consolidated with the
         Company or any such Restricted Subsidiary (and not created in
         anticipation or contemplation thereof);

                  (12)     Liens to secure Refinancing Indebtedness of
         Indebtedness secured by Liens referred to in the foregoing clauses (8),
         (9) and (10); provided, however, that in each case such Liens do not
         extend to any additional assets (other than improvements thereon and
         replacements thereof);

<PAGE>

                                      -18-

                  (13)     Liens to secure Attributable Indebtedness and/or that
         are incurred pursuant to Section 4.20 hereof; provided, however, that
         any such Lien shall not extend to or cover any assets of the Company or
         any Restricted Subsidiary other than the assets which are the subject
         of the Sale and Leaseback Transaction in which the Attributable
         Indebtedness is incurred;

                  (14)     Liens incurred in the ordinary course of business of
         the Company or any Restricted Subsidiary with respect to obligations
         (other than Indebtedness) that do not in the aggregate exceed $5.0
         million at any one time outstanding; and

                  (15)     Liens on assets of Foreign Subsidiaries.

         "Person" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint-stock company, trust, unincorporated organization or government or other
agency or political subdivision thereof or other entity of any kind.

         "Plan of Liquidation" with respect to any Person, means a plan that
provides for, contemplates or the effectuation of which is preceded or
accompanied by (whether or not substantially contemporaneously, in phases or
otherwise): (1) the sale, lease, conveyance or other disposition of all or
substantially all of the assets of such Person otherwise than as an entirety or
substantially as an entirety; and (2) the distribution of all or substantially
all of the proceeds of such sale, lease, conveyance or other disposition of all
or substantially all of the remaining assets of such Person to holders of Equity
Interests of such Person.

         "Preferred Stock" means, with respect to any Person, any and all
preferred or preference stock or other equity interests (however designated) of
such Person whether now outstanding or issued after the Issue Date.

         "principal" means, with respect to the Notes, the principal of, and
premium, if any, on the Notes.

         "Private Placement Legend" means the legend set forth in Section
2.06(g)(i) to be placed on all Notes issued under this Agreement except where
otherwise permitted by the provisions of this Agreement.

         "Public Equity Offering" means an underwritten public offering of
Qualified Equity Interests of Parent generating gross proceeds of at least $50.0
million in the aggregate since the Issue Date, pursuant to an effective
registration statement filed under the Securities Act.

         "Purchase Money Indebtedness" means Indebtedness of the Company or any
of its Subsidiaries (a) incurred to finance the purchase of any assets of the
Company or any of its Subsidiaries within 90 days of such purchase, (b) to the
extent the amount of Indebtedness thereunder does not exceed 100% of the
purchase cost of such assets, and (c) to the extent the purchase cost of such
assets is or should be included in "additions to property, plant and equipment"
in accordance with GAAP.

         "Qualified Equity Interests" means Equity Interests of the Company
other than Disqualified Equity Interests; provided, however, that such Equity
Interests shall not be deemed Qualified Equity Interests to the extent sold or
owed to a Subsidiary of the Company or financed, directly or indirectly, using

<PAGE>

                                      -19-

funds (1) borrowed from the Company or any Subsidiary of the Company until and
to the extent such borrowing is repaid or (2) contributed, extended, guaranteed
or advanced by the Company or any Subsidiary of the Company (including, without
limitation, in respect of any employee stock ownership or benefit plan).

         "Qualified Equity Offering" means the issuance and sale of Qualified
Equity Interests of Parent or the Company to Persons other than any Permitted
Holder or any other Person who is not, prior to such issuance and sale, an
Affiliate of Parent or the Company; provided, however, that in the case of an
issuance and sale by Parent, cash proceeds therefrom equal to not less than 100%
of the aggregate principal amount of any Notes to be redeemed are received by
the Company as a capital contribution immediately prior to such redemption.

         "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

         "Qualified Receivables Transaction" means any transaction or series of
transactions entered into by the Company or any of its Subsidiaries pursuant to
which the Company or any of its Subsidiaries sells, conveys or otherwise
transfers to a Receivables Subsidiary or grants a security interest in, any
accounts receivable (whether now existing or arising in the future) of the
Company or any of its Subsidiaries, and any assets related thereto including,
without limitation, all collateral securing such accounts receivable, all
contracts and all guarantees or other obligations in respect of such accounts
receivable, proceeds of such accounts receivable and other assets which are
customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable.

         "Receivables" means receivables, chattel paper, instruments, documents
or intangibles evidencing or relating to the right to payment of money.
"Receivables" shall include the indebtedness and payment obligations of any
Person to the Company or any Subsidiary of the Company arising from a sale of
merchandise or services by the Company or such Subsidiary in the ordinary course
of its business, including any right to payment for goods sold or for services
rendered, and including the right to payment of any interest, finance charges,
returned check or late charges and other obligations of such Person with respect
thereto. Receivables shall also include (a) all of the Company's or such
Subsidiary's interest in the merchandise (including returned merchandise), if
any, relating to the sale which gave rise to such Receivable, (b) all other
security interests or Liens and property subject thereto from time to time
purporting to secure payment of such Receivable, whether pursuant to the
contract related to such Receivable or otherwise, together with all financing
statements signed by an obligor describing any collateral securing such
Receivable, and (c) all guarantees, insurance, letters of credit and other
agreements or arrangements of whatever character from time to time supporting or
securing payment of such Receivable whether pursuant to the contract related to
such Receivable or otherwise.

         "Receivables Subsidiary" means a Subsidiary of the Company which
engages in no activities other than in connection with the financing of accounts
receivable and which is designated by the Board of Directors of the Company (as
provided below) as a Receivables Subsidiary (a) no portion of the Indebtedness
or any other Obligations (contingent or otherwise) of which (i) is guaranteed by
the Company or any Subsidiary of the Company (excluding guarantees of
Obligations (other than the principal of, and interest on, Indebtedness)
pursuant to representations, warranties, covenants and indemnities entered into
in the ordinary course of business in connection with a Qualified Receivables
Transaction), (ii) is recourse

<PAGE>

                                      -20-

to or obligates the Company or any Subsidiary of the Company in any way other
than pursuant to representations, warranties, covenants and indemnities entered
into in the ordinary course of business in connection with a Qualified
Receivables Transaction or (iii) subjects any property or asset of the Company
or any Subsidiary of the Company (other than accounts receivable and related
assets as provided in the definition of "Qualified Receivables Transaction"),
directly or indirectly, contingently or otherwise, to the satisfaction thereof,
other than pursuant to representations, warranties, covenants, limited
repurchase obligations and indemnities entered into in the ordinary course of
business in connection with a Qualified Receivables Transaction, (b) with which
neither the Company nor any Subsidiary of the Company has any material contract,
agreement, arrangement or understanding other than on terms no less favorable to
the Company or such Subsidiary than those that might be obtained at the time
from Persons who are not Affiliates of the Company, other than fees payable in
the ordinary course of business in connection with servicing accounts receivable
and (c) with which neither the Company nor any Subsidiary of the Company has any
obligation to maintain or preserve such Subsidiary's financial condition or
cause such Subsidiary to achieve certain levels of operating results. Any such
designation by the Board of Directors of the Company will be evidenced to the
Trustee by filing with the Trustee a certified copy of the resolution of the
Board of Directors (which resolution shall be conclusive) of the Company giving
effect to such designation and an Officers' Certificate certifying that such
designation complied with the foregoing conditions.

         "redeem" means to redeem, repurchase, purchase, defease, retire,
discharge or otherwise acquire or retire for value; and "redemption" shall have
a correlative meaning; provided, however, that this definition shall not apply
for purposes of Section 3.07 hereof.

         "Redesignation" has the meaning given to such term in Section 4.16
hereof.

         "refinance" means to refinance, repay, prepay, replace, renew or
refund.

         "Refinancing Indebtedness" means Indebtedness of the Company or a
Restricted Subsidiary issued in exchange for, or the proceeds from the issuance
and sale or disbursement of which are used substantially concurrently to redeem
or refinance in whole or in part, or constituting an amendment of, any
Indebtedness of the Company or any Restricted Subsidiary (the "Refinanced
Indebtedness") in a principal amount not in excess of the principal amount of
the Refinanced Indebtedness so repaid or amended (or, if such Refinancing
Indebtedness refinances Indebtedness under a revolving credit facility or other
agreement providing a commitment for subsequent borrowings, with a maximum
commitment not to exceed the maximum commitment under such revolving credit
facility or other agreement); provided, however, that:

                  (1)      the Refinancing Indebtedness is the obligation of the
         same Person as that of the Refinanced Indebtedness;

                  (2)      if the Refinanced Indebtedness was subordinated to or
         pari passu with the Notes or the Note Guarantees, as the case may be,
         then such Refinancing Indebtedness, by its terms, is expressly pari
         passu with (in the case of Refinanced Indebtedness that was pari passu
         with) or subordinate in right of payment to (in the case of Refinanced
         Indebtedness that was subordinated to) the Notes or the Note
         Guarantees, as the case may be, at least to the same extent as the
         Refinanced Indebtedness;

<PAGE>

                                      -21-

                  (3)      if the Refinanced Indebtedness was Disqualified
         Equity Interests, then such Refinancing Indebtedness consists solely of
         Disqualified Equity Interests;

                  (4)      the Refinancing Indebtedness is scheduled to mature
         either (a) no earlier than the Refinanced Indebtedness being repaid or
         amended or (b) after the maturity date of the Notes;

                  (5)      the portion, if any, of the Refinancing Indebtedness
         that is scheduled to mature on or prior to the maturity date of the
         Notes has a Weighted Average Life to Maturity at the time such
         Refinancing Indebtedness is incurred that is equal to or greater than
         the Weighted Average Life to Maturity of the portion of the Refinanced
         Indebtedness being repaid that is scheduled to mature on or prior to
         the maturity date of the Notes; and

                  (6)      the Refinancing Indebtedness is secured only to the
         extent, if at all, and by the assets, that the Refinanced Indebtedness
         being repaid or amended is secured.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of August 7, 2003, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements between the Company and the
other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

         "Regulation S" means Regulation S promulgated under the Securities Act.

         "Regulation S Global Note" means a global Note bearing the Private
Placement Legend and deposited with or on behalf of the Depositary and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.

         "Regulation S Permanent Global Note" means a permanent global Note in
the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

         "Regulation S Temporary Global Note" means a temporary global Note in
the form of Exhibit A-2 hereto bearing the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount
of the Notes initially sold in reliance on Rule 903 of Regulation S.

         "Related Party Agreement" means any management or advisory agreements
or other arrangements with any Affiliate of the Company or with any other direct
or indirect holder of more than 10% of any class of the Company's or Parent's
capital stock (except, in any such case, Parent, the Company or any Restricted
Subsidiary), but excluding in any event arrangements with ABN AMRO Bank N.V. and
its Affiliates or their respective successors.

<PAGE>

                                      -22-

         "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

         "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

         "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

         "Restricted Payment" means any of the following:

                  (1)      the declaration or payment of any dividend or any
         other distribution on Equity Interests of the Company or any Restricted
         Subsidiary or any payment made in respect of Equity Interests to the
         direct or indirect holders of Equity Interests of the Company or any
         Restricted Subsidiary, including, without limitation, any payment in
         connection with any merger or consolidation involving the Company but
         excluding (a) dividends or distributions payable solely in Qualified
         Equity Interests and (b) in the case of Restricted Subsidiaries,
         dividends or distributions payable to the Company or to a Restricted
         Subsidiary and pro rata dividends or distributions payable to minority
         stockholders of any Restricted Subsidiary;

                  (2)      the redemption of any Equity Interests of the Company
         or any Restricted Subsidiary, including, without limitation, any
         payment in connection with any merger or consolidation involving the
         Company but excluding any such Equity Interests held by the Company or
         any Restricted Subsidiary;

                  (3)      any Investment other than a Permitted Investment; or

                  (4)      any redemption prior to the scheduled maturity or
         prior to any scheduled repayment of principal or sinking fund payment,
         as the case may be, in respect of Subordinated Indebtedness.

         "Restricted Payments Basket" has the meaning given to such term in
Section 4.07(a)(iii) hereof.

         "Restricted Period" means the 40-day restricted period as defined in
Regulation S.

         "Restricted Subsidiary" means any Subsidiary of the Company other than
an Unrestricted Subsidiary.

         "Revolving Loan Facility" means the revolving loan facility provided
under the New Credit Agreement.

         "Rule 144" means Rule 144 promulgated under the Securities Act.

         "Rule 144A" means Rule 144A promulgated under the Securities Act.

         "Rule 501" means Rule 501 promulgated under the Securities Act.

<PAGE>
                                      -23-

         "Rule 902" means Rule 902 promulgated under the Securities Act.

         "Rule 903" means Rule 903 promulgated under the Securities Act.

         "Rule 904" means Rule 904 promulgated under the Securities Act.

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors.

         "Sale and Leaseback Transactions" means with respect to any Person an
arrangement with any bank, insurance company or other lender or investor or to
which such lender or investor is a party, providing for the leasing by such
Person of any asset of such Person which has been or is being sold or
transferred by such Person to such lender or investor or to any Person to whom
funds have been or are to be advanced by such lender or investor on the security
of such asset.

         "SEC" means the U.S. Securities and Exchange Commission.

         "Secretary's Certificate" means a certificate signed by the Secretary
of the Company.

         "Securities Act" means the U.S. Securities Act of 1933, as amended.

         "Senior Secured Term Loan Facility" means the term loan facility
providing for the senior secured term loan under the New Credit Agreement.

         "Shelf Registration Statement" means the Shelf Registration Statement
as defined in the Registration Rights Agreement.

         "Significant Subsidiary" means (1) any Restricted Subsidiary that would
be a "significant subsidiary" as defined in Regulation S-X promulgated pursuant
to the Securities Act as such Regulation is in effect on the Issue Date;
provided, however, that all references to "10 percent" in such definition shall
be changed to "5 percent" and (2) any Restricted Subsidiary that, when
aggregated with all other Restricted Subsidiaries that are not otherwise
Significant Subsidiaries and as to which any event described in Section 6.01(g)
and (h) hereof has occurred and is continuing, would constitute a Significant
Subsidiary under clause (1) of this definition.

         "Subordinated Indebtedness" means Indebtedness of the Company or any
Restricted Subsidiary that is subordinated in right of payment to the Notes or
the Note Guarantees, respectively.

         "Subsidiary" means, with respect to any Person: (1) any corporation,
limited liability company, association or other business entity of which more
than 50% of the total voting power of the Equity Interests entitled (without
regard to the occurrence of any contingency) to vote in the election of the
Board of Directors thereof is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and (2) any partnership (a) the sole general
partner or the managing general partner of which is such Person or a Subsidiary
of such Person or (b) the only general partners of which are such Person or of
one or more Subsidiaries of such Person (or any combination thereof). Unless
otherwise specified, "Subsidiary" refers to a Subsidiary of the Company.

<PAGE>

                                      -24-

         "Subsidiary Guarantor" means any Guarantor other than Parent.

         "TIA" means the Trust Indenture Act of 1939, as amended.

         "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Agreement and
thereafter means the successor serving hereunder.

         "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

         "Unrestricted Global Note" means a permanent global Note substantially
in the form of Exhibit A-1 attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

         "Unrestricted Subsidiary" means (1) any Subsidiary that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of
Directors of the Company in accordance with Section 4.16 hereof and (2) any
Subsidiary of an Unrestricted Subsidiary; provided, however, that on the date of
this Agreement, EaglePicher Investments LLC (which holds investments in
Eagle-Picher Horizon Batteries, LLC, NTZ Micro Filtration, Inc., and S3I LLC)
and Eagle-Picher Funding Corporation shall initially constitute Unrestricted
Subsidiaries.

         "U.S. Government Obligations" means direct non-callable obligations of,
or obligations guaranteed by, the United States of America for the payment of
which guarantee or obligations the full faith and credit of the United States is
pledged.

         "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

         "Voting Stock" with respect to any Person, means securities of any
class of Equity Interests of such Person entitling the holders thereof (whether
at all times or only so long as no senior class of stock or other relevant
equity interest has voting power by reason of any contingency) to vote in the
election of members of the Board of Directors of such Person.

         "Weighted Average Life to Maturity" when applied to any Indebtedness at
any date, means the number of years obtained by dividing (1) the sum of the
products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment by (2) the then outstanding principal
amount of such Indebtedness.

         "Wholly-Owned Restricted Subsidiary" means a Restricted Subsidiary of
which 100% of the Equity Interests (except for directors' qualifying shares or
certain minority interests owned by other Persons solely due to local law
requirements that there be more than one stockholder, but which interest is not
in excess of what is required for such purpose) are owned directly by the
Company or through one or more Wholly-Owned Restricted Subsidiaries.

<PAGE>

                                      -25-

1.02     Other Definitions.

<TABLE>
<CAPTION>
                                                                 Defined in
                          Term                                     Section
                          ----                                   ----------
<S>                                                              <C>
"Affiliate Transaction"...................................          4.11
"Alternate Offer".........................................          4.15
"Authentication Order"....................................          2.02
"Change of Control Offer".................................          4.15
"Change of Control Payment Date"..........................          4.15
"Change of Control Purchase Price"........................          4.15
"Covenant Defeasance".....................................          8.03
"DTC".....................................................          2.03
"Event of Default"........................................          6.01
"Excess Proceeds".........................................          4.10
"Legal Defeasance"........................................          8.02
"Net Proceeds Deficiency".................................          4.10
"Net Proceeds Offer"......................................          4.10
"Offered Price"...........................................          4.10
"Pari Passu Indebtedness Price"...........................          4.10
"Paying Agent"............................................          2.03
"Payment Amount"..........................................          4.10
"Permitted Indebtedness"..................................          4.09
"Registrar"...............................................          2.03
"Successor"...............................................          5.01
</TABLE>

1.03     Incorporation by Reference of Trust Indenture Act.

         Whenever this Agreement refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Agreement.

         The following TIA terms used in this Agreement have the following
meanings:

         "indenture securities" means the Notes;

         "indenture security Holder" means a Holder of a Note;

         "indenture to be qualified" means this Agreement;

         "indenture trustee" or "institutional trustee" means the Trustee; and

         "obligor" on the Notes and the Note Guarantees means the Company and
the Guarantors, respectively, and any successor obligor upon the Notes and the
Note Guarantees, respectively.

         All other terms used in this Agreement that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

<PAGE>

                                      -26-

1.04     Rules of Construction.

         Unless the context otherwise requires:

                  (a)      a term has the meaning assigned to it;

                  (b)      an accounting term not otherwise defined has the
         meaning assigned to it in accordance with GAAP;

                  (c)      "or" is not exclusive;

                  (d)      words in the singular include the plural, and in the
         plural include the singular;

                  (e)      provisions apply to successive events and
         transactions; and

                  (f)      references to sections of or rules under the
         Securities Act shall be deemed to include substitute, replacement of
         successor sections or rules adopted by the SEC from time to time.

                                   ARTICLE II
                                    THE NOTES

2.01     Form and Dating.

         (a)      General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A-1 or A-2 hereto.
The Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage. Each Note shall be dated the date of its authentication.
The Notes shall be in denominations of $1,000 and integral multiples thereof.

         The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Agreement and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Agreement,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Agreement, the provisions of this Agreement shall govern and be
controlling.

         (b)      Global Notes. Notes issued in global form shall be
substantially in the form of Exhibits A-1 or A-2 attached hereto (including the
Global Note Legend thereon and the "Schedule of Exchanges of Interests in the
Global Note" attached thereto). Notes issued in definitive form shall be
substantially in the form of Exhibit A-1 attached hereto (but without the Global
Note Legend thereon and without the "Schedule of Exchanges of Interests in the
Global Note" attached thereto). Each Global Note shall represent such of the
outstanding Notes as shall be specified therein and each shall provide that it
shall represent the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced

<PAGE>

                                      -27-

or increased, as appropriate, to reflect exchanges and redemptions. Any
endorsement of a Global Note to reflect the amount of any increase or decrease
in the aggregate principal amount of outstanding Notes represented thereby shall
be made by the Trustee or the Depositary Custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06 hereof.

         (c)      Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its Corporate Trust Office, as
Depositary Custodian, and registered in the name of the Depositary or the
nominee of the Depositary for the accounts of designated agents holding on
behalf of Euroclear or Clearstream, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The Restricted Period
shall be terminated upon the receipt by the Trustee of (i) a written certificate
from the Depositary, together with copies of certificates from Euroclear and
Clearstream certifying that they have received certification of non-United
States beneficial ownership of 100% of the aggregate principal amount of the
Regulation S Temporary Global Note (except to the extent of any beneficial
owners thereof who acquired an interest therein during the Restricted Period
pursuant to another exemption from registration under the Securities Act and who
will take delivery of a beneficial ownership interest in a 144A Global Note or
an IAI Global Note bearing a Private Placement Legend, all as contemplated by
Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company.
Following the termination of the Restricted Period, beneficial interests in the
Regulation S Temporary Global Note shall be exchanged for beneficial interests
in Regulation S Permanent Global Notes pursuant to the Applicable Procedures.
Simultaneously with the authentication of Regulation S Permanent Global Notes,
the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate
principal amount of the Regulation S Temporary Global Note and the Regulation S
Permanent Global Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its
nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

         (d)      Euroclear and Clearstream Procedures Applicable. The
provisions of the "Operating Procedures of the Euroclear System" and "Terms and
Conditions Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream" and "Customer Handbook" of Clearstream shall be applicable to
transfers of beneficial interests in the Regulation S Temporary Global Note and
the Regulation S Permanent Global Notes that are held by Participants through
Euroclear or Clearstream.

2.02     Execution and Authentication.

         An Officer shall sign the Notes for the Company by manual or facsimile
signature.

         If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note shall nevertheless be valid.

         A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Agreement.

         The Trustee shall authenticate (i) Initial Notes for original issue in
the aggregate principal amount not to exceed $250,000,000, (ii) Additional Notes
and (iii) Exchange Notes (x) in exchange for a like principal amount of Initial
Notes or (y) in exchange for a like principal amount of Additional Notes in

<PAGE>

                                      -28-

each case upon a written order of the Company in the form of an Officers'
Certificate of the Company (an "Authentication Order"). Each such written order
shall specify the amount of Notes to be authenticated and the date on which the
Notes are to be authenticated, whether the Notes are to be Initial Notes,
Exchange Notes or Additional Notes and whether the Notes are to be issued as
certificated Notes or Global Notes or such other information as the Trustee may
reasonably request. In addition, with respect to authentication pursuant to
clauses (ii) or (iii) of the first sentence of this paragraph, the first such
written order from the Company shall be accompanied by an opinion of counsel of
the Company in a form reasonably satisfactory to the Trustee.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Agreement to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or the
Company.

2.03     Registrar and Paying Agent.

         The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent")
within the City and State of New York. The Registrar shall keep a register of
the Notes and of their transfer and exchange. The Company may appoint one or
more co-registrars and one or more additional paying agents. The term
"Registrar" includes any co-registrar and the term "Paying Agent" includes any
additional paying agent. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company shall notify the Trustee in writing of
the name and address of any Agent not a party to this Agreement. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any of its Subsidiaries may act as
Paying Agent or Registrar.

         The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

         The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Depositary Custodian with respect to the Global
Notes.

2.04     Paying Agent to Hold Money in Trust.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Additional Interest, if any, or interest on the Notes, and
will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.

<PAGE>

                                      -29-

2.05     Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

2.06     Transfer and Exchange.

         (a)      Transfer and Exchange of Global Notes. A Global Note may not
be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes
will be exchanged by the Company for Definitive Notes if (i) the Company
delivers to the Trustee notice from the Depositary that it is unwilling or
unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary or (ii) the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be exchanged
for Definitive Notes and delivers a written notice to such effect to the
Trustee; provided that in no event shall the Regulation S Temporary Global Note
be exchanged by the Company for Definitive Notes prior to (x) the expiration of
the Restricted Period and (y) the receipt by the Registrar of any certificates
required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. Upon the
occurrence of either of the preceding events in (i) or (ii) above, Definitive
Notes shall be issued in such names as the Depositary shall instruct the
Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as
provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

         (b)      Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Agreement and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

                  (i)      Transfer of Beneficial Interests in the Same Global
         Note. Beneficial interests in any Restricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Note in accordance
         with the transfer restrictions set forth in the Private Placement
         Legend; provided that prior to the expiration of the Restricted Period,
         transfers of beneficial interests in the Temporary Regulation S Global
         Note may not be made to a U.S. Person or for the account or benefit of
         a U.S. Person (other than an initial

<PAGE>

                                      -30-

         purchaser). Beneficial interests in any Unrestricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in an Unrestricted Global Note. No written orders
         or instructions shall be required to be delivered to the Registrar to
         effect the transfers described in this Section 2.06(b)(i).

                  (ii)     All Other Transfers and Exchanges of Beneficial
         Interests in Global Notes. In connection with all transfers and
         exchanges of beneficial interests that are not subject to Section
         2.06(b)(i) above, the transferor of such beneficial interest must
         deliver to the Registrar either (A) (1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         credit or cause to be credited a beneficial interest in another Global
         Note in an amount equal to the beneficial interest to be transferred or
         exchanged and (2) instructions given in accordance with the Applicable
         Procedures containing information regarding the Participant account to
         be credited with such increase or (B) (1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         cause to be issued a Definitive Note in an amount equal to the
         beneficial interest to be transferred or exchanged and (2) instructions
         given by the Depositary to the Registrar containing information
         regarding the Person in whose name such Definitive Note shall be
         registered to effect the transfer or exchange referred to in (1) above;
         provided that in no event shall Definitive Notes be issued upon the
         transfer or exchange of beneficial interests in the Regulation S
         Temporary Global Note prior to (x) the expiration of the Restricted
         Period and (y) the receipt by the Registrar of any certificates
         required pursuant to Rule 903 under the Securities Act. Upon
         consummation of an Exchange Offer by the Company in accordance with
         Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii)
         shall be deemed to have been satisfied upon receipt by the Registrar of
         the instructions contained in the Letter of Transmittal delivered by
         the Holder of such beneficial interests in the Restricted Global Notes.
         Upon satisfaction of all of the requirements for transfer or exchange
         of beneficial interests in Global Notes contained in this Agreement and
         the Notes or otherwise applicable under the Securities Act, the Trustee
         shall adjust the principal amount of the relevant Global Note(s)
         pursuant to Section 2.06(h) hereof.

                  (iii)    Transfer of Beneficial Interests in a Restricted
         Global Note to Another Restricted Global Note. A beneficial interest in
         any Restricted Global Note may be transferred to a Person who takes
         delivery thereof in the form of a beneficial interest in another
         Restricted Global Note if the transfer complies with the requirements
         of Section 2.06(b)(ii) above and the Registrar receives the following:

                           (A)      if the transferee will take delivery in the
                  form of a beneficial interest in the 144A Global Note, then
                  the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications in item (1)
                  thereof;

                           (B)      if the transferee will take delivery in the
                  form of a beneficial interest in the Regulation S Temporary
                  Global Note or the Regulation S Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications in item (2) thereof; and

<PAGE>

                                      -31-

                           (C)      if the transferee will take delivery in the
                  form of a beneficial interest in the IAI Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications and certificates and
                  Opinion of counsel required by item (3) thereof, if
                  applicable.

                  (iv)     Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in the Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.06(b)(ii) above and:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the holder of the beneficial
                  interest to be transferred, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D)      the Registrar receives the following:

                                    (1)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a beneficial
                           interest in an Unrestricted Global Note, a
                           certificate from such holder in the form of Exhibit C
                           hereto, including the certifications in item (1)(a)
                           thereof; or

                                    (2)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in an Unrestricted Global Note, a
                           certificate from such holder in the form of Exhibit B
                           hereto, including the certifications in item (4)
                           thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an opinion of counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

<PAGE>

                                      -32-

                  If any such transfer is effected pursuant to subparagraph (B)
         or (D) above at a time when an Unrestricted Global Note has not yet
         been issued, the Company shall issue and, upon receipt of an
         Authentication Order in accordance with Section 2.02 hereof, the
         Trustee shall authenticate one or more Unrestricted Global Notes in an
         aggregate principal amount equal to the aggregate principal amount of
         beneficial interests transferred pursuant to subparagraph (B) or (D)
         above.

                  Beneficial interests in an Unrestricted Global Note cannot be
         exchanged for, or transferred to Persons who take delivery thereof in
         the form of, a beneficial interest in a Restricted Global Note.

         (c)      Transfer or Exchange of Beneficial Interest in Global Notes
for Definitive Notes.

                  (i)      Beneficial Interests in Restricted Global Notes to
         Restricted Definitive Notes. If any holder of a beneficial interest in
         a Restricted Global Note proposes to exchange such beneficial interest
         for a Restricted Definitive Note or to transfer such beneficial
         interest to a Person who takes delivery thereof in the form of a
         Restricted Definitive Note, then, upon receipt by the Registrar of the
         following documentation:

                           (A)      if the holder of such beneficial interest in
                  a Restricted Global Note proposes to exchange such beneficial
                  interest for a Restricted Definitive Note, a certificate from
                  such holder in the form of Exhibit C hereto, including the
                  certifications in item (2)(a) thereof;

                           (B)      if such beneficial interest is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (1)
                  thereof;

                           (C)      if such beneficial interest is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

                           (D)      if such beneficial interest is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(a) thereof;

                           (E)      if such beneficial interest is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including the certifications,
                  certificates and opinion of counsel required by item (3)
                  thereof, if applicable;

                           (F)      if such beneficial interest is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(b) thereof; or

<PAGE>

                                      -33-

                           (G)      if such beneficial interest is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(c) thereof,

         the Trustee shall cause the aggregate principal amount of the
         applicable Global Note to be reduced accordingly pursuant to Section
         2.06(h) hereof, and the Company shall execute and the Trustee shall
         authenticate and deliver to the Person designated in the instructions a
         Definitive Note in the appropriate principal amount. Any Definitive
         Note issued in exchange for a beneficial interest in a Restricted
         Global Note pursuant to this Section 2.06(c) shall be registered in
         such name or names and in such authorized denomination or denominations
         as the holder of such beneficial interest shall instruct the Registrar
         through instructions from the Depositary and the Participant or
         Indirect Participant. The Trustee shall deliver such Definitive Notes
         to the Persons in whose names such Notes are so registered. Any
         Definitive Note issued in exchange for a beneficial interest in a
         Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear
         the Private Placement Legend and shall be subject to all restrictions
         on transfer contained therein.

                  (ii)     Beneficial Interests in Regulation S Temporary Global
         Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and
         (C) hereof, a beneficial interest in the Regulation S Temporary Global
         Note may not be exchanged for a Definitive Note or transferred to a
         Person who takes delivery thereof in the form of a Definitive Note
         prior to (x) the expiration of the Restricted Period and (y) the
         receipt by the Registrar of any certificates required pursuant to Rule
         903(b)(3)(ii)(B) under the Securities Act, except in the case of a
         transfer pursuant to an exemption from the registration requirements of
         the Securities Act other than Rule 903 or Rule 904.

                  (iii)    Beneficial Interests in Restricted Global Notes to
         Unrestricted Definitive Notes. A holder of a beneficial interest in a
         Restricted Global Note may exchange such beneficial interest for an
         Unrestricted Definitive Note or may transfer such beneficial interest
         to a Person who takes delivery thereof in the form of an Unrestricted
         Definitive Note only if:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the holder of such
                  beneficial interest, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D)      the Registrar receives the following:

                                    (1)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a Definitive
                           Note that

<PAGE>

                                      -34-

                           does not bear the Private Placement Legend, a
                           certificate from such holder in the form of Exhibit C
                           hereto, including the certifications in item (1)(b)
                           thereof; or

                                    (2)      if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           Definitive Note that does not bear the Private
                           Placement Legend, a certificate from such holder in
                           the form of Exhibit B hereto, including the
                           certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an opinion of counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  (iv)     Beneficial Interests in Unrestricted Global Notes to
         Unrestricted Definitive Notes. If any holder of a beneficial interest
         in an Unrestricted Global Note proposes to exchange such beneficial
         interest for a Definitive Note or to transfer such beneficial interest
         to a Person who takes delivery thereof in the form of a Definitive
         Note, then, upon satisfaction of the conditions set forth in Section
         2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal
         amount of the applicable Global Note to be reduced accordingly pursuant
         to Section 2.06(h) hereof, and the Company shall execute and the
         Trustee shall authenticate and deliver to the Person designated in the
         instructions a Definitive Note in the appropriate principal amount. Any
         Definitive Note issued in exchange for a beneficial interest pursuant
         to this Section 2.06(c)(iv) shall be registered in such name or names
         and in such authorized denomination or denominations as the holder of
         such beneficial interest shall instruct the Registrar through
         instructions from the Depositary and the Participant or Indirect
         Participant. The Trustee shall deliver such Definitive Notes to the
         Persons in whose names such Notes are so registered. Any Definitive
         Note issued in exchange for a beneficial interest pursuant to this
         Section 2.06(c)(iv) shall not bear the Private Placement Legend.

         (d)      Transfer and Exchange of Definitive Notes for Beneficial
Interests in Global Notes.

                  (i)      Restricted Definitive Notes to Beneficial Interests
         in Restricted Global Notes. If any Holder of a Restricted Definitive
         Note proposes to exchange such Note for a beneficial interest in a
         Restricted Global Note or to transfer such Restricted Definitive Notes
         to a Person who takes delivery thereof in the form of a beneficial
         interest in a Restricted Global Note, then, upon receipt by the
         Registrar of the following documentation:

                           (A)      if the Holder of such Restricted Definitive
                  Note proposes to exchange such Note for a beneficial interest
                  in a Restricted Global Note, a certificate from such Holder in
                  the form of Exhibit C hereto, including the certifications in
                  item (2)(b) thereof;

<PAGE>

                                      -35-

                           (B)      if such Restricted Definitive Note is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (1)
                  thereof;

                           (C)      if such Restricted Definitive Note is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

                           (D)      if such Restricted Definitive Note is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(a) thereof;

                           (E)      if such Restricted Definitive Note is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including the certifications,
                  certificates and Opinion of counsel required by item (3)
                  thereof, if applicable;

                           (F)      if such Restricted Definitive Note is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(b) thereof; or

                           (G)      if such Restricted Definitive Note is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(c) thereof,

         the Trustee shall cancel the Restricted Definitive Note, increase or
         cause to be increased the aggregate principal amount of, in the case of
         clause (A) above, the appropriate Restricted Global Note, in the case
         of clause (B) above, the 144A Global Note, in the case of clause (C)
         above, the Regulation S Global Note, and in all other cases, the IAI
         Global Note.

                  (ii)     Restricted Definitive Notes to Beneficial Interests
         in Unrestricted Global Notes. A Holder of a Restricted Definitive Note
         may exchange such Note for a beneficial interest in an Unrestricted
         Global Note or transfer such Restricted Definitive Note to a Person who
         takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note only if:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a broker-dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

<PAGE>

                                      -36-

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D)      the Registrar receives the following:

                                    (1)      if the Holder of such Definitive
                           Notes proposes to exchange such Notes for a
                           beneficial interest in the Unrestricted Global Note,
                           a certificate from such Holder in the form of Exhibit
                           C hereto, including the certifications in item (1)(c)
                           thereof; or

                                    (2)      if the Holder of such Definitive
                           Notes proposes to transfer such Notes to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in the Unrestricted Global Note,
                           a certificate from such Holder in the form of Exhibit
                           B hereto, including the certifications in item (4)
                           thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an opinion of counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  Upon satisfaction of the conditions of any of the
         subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the
         Definitive Notes and increase or cause to be increased the aggregate
         principal amount of the Unrestricted Global Note.

                  (iii)    Unrestricted Definitive Notes to Beneficial Interests
         in Unrestricted Global Notes. A Holder of an Unrestricted Definitive
         Note may exchange such Note for a beneficial interest in an
         Unrestricted Global Note or transfer such Definitive Notes to a Person
         who takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note at any time. Upon receipt of a request for
         such an exchange or transfer, the Trustee shall cancel the applicable
         Unrestricted Definitive Note and increase or cause to be increased the
         aggregate principal amount of one of the Unrestricted Global Notes.

                  If any such exchange or transfer from a Definitive Note to a
         beneficial interest is effected pursuant to subparagraphs (ii)(B),
         (ii)(D) or (iii) above at a time when an Unrestricted Global Note has
         not yet been issued, the Company shall issue and, upon receipt of an
         Authentication Order in accordance with Section 2.02 hereof, the
         Trustee shall authenticate one or more Unrestricted Global Notes in an
         aggregate principal amount equal to the principal amount of Definitive
         Notes so transferred.

         (e)      Transfer and Exchange of Definitive Notes for Definitive
Notes. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 2.06(e), the

<PAGE>

                                      -37-

Registrar shall register the transfer or exchange of Definitive Notes. Prior to
such registration of transfer or exchange, the requesting Holder shall present
or surrender to the Registrar the Definitive Notes duly endorsed or accompanied
by a written instruction of transfer in form satisfactory to the Registrar duly
executed by such Holder or by its attorney, duly authorized in writing. In
addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 2.06(e).

                  (i)      Restricted Definitive Notes to Restricted Definitive
         Notes. Any Restricted Definitive Note may be transferred to and
         registered in the name of Persons who take delivery thereof in the form
         of a Restricted Definitive Note if the Registrar receives the
         following:

                           (A)      if the transfer will be made pursuant to
                  Rule 144A under the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including the certifications in item (1) thereof;

                           (B)      if the transfer will be made pursuant to
                  Rule 903 or Rule 904, then the transferor must deliver a
                  certificate in the form of Exhibit B hereto, including the
                  certifications in item (2) thereof; and

                           (C)      if the transfer will be made pursuant to any
                  other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver a certificate
                  in the form of Exhibit B hereto, including the certifications,
                  certificates and opinion of counsel required by item (3)
                  thereof, if applicable.

                  (ii)     Restricted Definitive Notes to Unrestricted
         Definitive Notes. Any Restricted Definitive Note may be exchanged by
         the Holder thereof for an Unrestricted Definitive Note or transferred
         to a Person or Persons who take delivery thereof in the form of an
         Unrestricted Definitive Note if:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a broker-dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

                           (B)      any such transfer is effected pursuant to
                  the Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      any such transfer is effected by a
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D)      the Registrar receives the following:

<PAGE>

                                      -38-

                                    (1)      if the Holder of such Restricted
                           Definitive Notes proposes to exchange such Notes for
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit C hereto,
                           including the certifications in item (1)(d) thereof;
                           or

                                    (2)      if the Holder of such Restricted
                           Definitive Notes proposes to transfer such Notes to a
                           Person who shall take delivery thereof in the form of
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit B hereto,
                           including the certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests, an opinion of counsel in form
                  reasonably acceptable to the Company to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  (iii)    Unrestricted Definitive Notes to Unrestricted
         Definitive Notes. A Holder of Unrestricted Definitive Notes may
         transfer such Notes to a Person who takes delivery thereof in the form
         of an Unrestricted Definitive Note. Upon receipt of a request to
         register such a transfer, the Registrar shall register the Unrestricted
         Definitive Notes pursuant to the instructions from the Holder thereof.

         (f)      Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

         (g)      Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Agreement unless
specifically stated otherwise in the applicable provisions of this Agreement.

                  (i)      Private Placement Legend.

                           (A)      Except as permitted by subparagraph (B)
                  below, each Global Note and each Definitive Note (and all
                  Notes issued in exchange therefor or substitution thereof)
                  shall bear the legend in substantially the following form:

<PAGE>

                                      -39-

                           "THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS
                           ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
                           REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
                           SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
                           ACT"), AND THE NOTE EVIDENCED HEREBY MAY NOT BE
                           OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
                           OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
                           THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED
                           HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE
                           RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
                           SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
                           THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES
                           ACT. THE HOLDER OF THE NOTE EVIDENCED HEREBY AGREES
                           FOR THE BENEFIT OF EAGLEPICHER INCORPORATED THAT (A)
                           SUCH NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE
                           TRANSFERRED ONLY (1) (A) TO A PERSON WHO THE SELLER
                           REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
                           BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
                           ACT), PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION
                           MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
                           SECURITIES ACT, (B) IN A TRANSACTION MEETING THE
                           REQUIREMENTS OF RULE 144 OF THE SECURITIES ACT, (C)
                           OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
                           TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
                           RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
                           (D) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
                           RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
                           THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED
                           INVESTOR") THAT IS PURCHASING AT LEAST $100,000 OF
                           THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
                           AN INSTITUTIONAL ACCREDITED INVESTOR OR (E) IN
                           ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
                           REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
                           PROVIDED THAT IN THE CASE OF A TRANSFER UNDER CLAUSE
                           (E) SUCH TRANSFER IS SUBJECT TO THE RECEIPT BY THE
                           REGISTRAR (AND THE COMPANY, IF IT SO REQUESTS) OF A
                           CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF
                           COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN
                           COMPLIANCE WITH THE SECURITIES ACT, (2) TO
                           EAGLEPICHER INCORPORATED OR ANY OF ITS SUBSIDIARIES
                           OR (3) UNDER AN EFFECTIVE REGISTRATION STATEMENT
                           UNDER THE SECURITIES ACT AND, IN EACH CASE, IN
                           ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
                           STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
                           JURISDICTION AND THE INDENTURE GOVERNING THE NOTES
                           AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
                           IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE
                           NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET
                           FORTH IN (A) ABOVE. IF ANY RESALE OR OTHER

<PAGE>

                                      -40-

                           TRANSFER OF ANY NOTE IS PROPOSED TO BE MADE UNDER
                           CLAUSE (A)(1)(D) ABOVE WHILE THESE TRANSFER
                           RESTRICTIONS ARE IN FORCE THEN THE TRANSFEROR SHALL
                           DELIVER A LETTER FROM THE TRANSFEREE TO THE TRUSTEE
                           WHICH SHALL PROVIDE, AMONG OTHER THINGS, THAT THE
                           TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR
                           AND THAT IT IS ACQUIRING THE SECURITIES FOR
                           INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN
                           VIOLATION OF THE SECURITIES ACT."

                           (B)      Notwithstanding the foregoing, any Global
                  Note or Definitive Note issued pursuant to subparagraphs
                  (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f)
                  to this Section 2.06 (and all Notes issued in exchange
                  therefor or substitution thereof) shall not bear the Private
                  Placement Legend.

                  (ii)     Global Note Legend. Each Global Note shall bear a
         legend in substantially the following form:

                  "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
                  INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
                  THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
                  TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
                  (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
                  REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS
                  GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
                  TO SECTION 2.06(a) OF THIS INDENTURE, (III) THIS GLOBAL NOTE
                  MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
                  SECTION 2.11 OF THIS INDENTURE AND (IV) THIS GLOBAL NOTE MAY
                  BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
                  WRITTEN CONSENT OF THE COMPANY."

                  (iii)    Regulation S Temporary Global Note Legend. The
         Regulation S Temporary Global Note shall bear a legend in substantially
         the following form:

                  "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL
                  NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
                  FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS
                  DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS
                  OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
                  TO RECEIVE PAYMENT OF INTEREST HEREON."

         (h)      Cancellation and/or Adjustment of Global Notes. At such time
as all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive

<PAGE>

                                      -41-

Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

         (i)      General Provisions Relating to Transfers and Exchanges.

                  (i)      To permit registrations of transfers and exchanges,
         the Company shall execute and the Trustee shall authenticate Global
         Notes and Definitive Notes upon the Company's order or at the
         Registrar's request.

                  (ii)     No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.06, 4.15 and 9.05
         hereof).

                  (iii)    The Registrar shall not be required to register the
         transfer of or exchange any Note selected for redemption in whole or in
         part, except the unredeemed portion of any Note being redeemed in part.

                  (iv)     All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes shall be the valid obligations of the Company, evidencing the
         same debt, and entitled to the same benefits under this Agreement, as
         the Global Notes or Definitive Notes surrendered upon such registration
         of transfer or exchange.

                  (v)      The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before the day of any
         selection of Notes for redemption under Section 3.02 hereof and ending
         at the close of business on the day of selection, (B) to register the
         transfer of or to exchange any Note so selected for redemption in whole
         or in part, except the unredeemed portion of any Note being redeemed in
         part or (C) to register the transfer of or to exchange a Note between a
         record date and the next succeeding interest payment date.

                  (vi)     Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Notes and for all other purposes, and
         none of the Trustee, any Agent or the Company shall be affected by
         notice to the contrary.

                  (vii)    The Trustee shall authenticate Global Notes and
         Definitive Notes in accordance with the provisions of Section 2.02
         hereof.

<PAGE>

                                      -42-

                  (viii)   All certifications, certificates and opinions of
         counsel required to be submitted to the Registrar pursuant to this
         Section 2.06 to effect a registration of transfer or exchange may be
         submitted by facsimile.

                  (ix)     Each Holder agrees to indemnify the Company and the
         Trustee against any liability that may result from the transfer,
         exchange or assignment by such Holder of such Holder's Note in
         violation of any provision of this Agreement and/or applicable Unites
         States federal or state securities law.

                  (x)      The Trustee shall have no obligation or duty to
         monitor, determine or inquire as to compliance with any restrictions on
         transfer imposed under this Agreement or under applicable law with
         respect to any transfer of any interest in any Note (including any
         transfers between or among Depositary Participants or beneficial owners
         of interests in any Global Note) other than to require delivery of such
         certificates and other documentation or evidence as are expressly
         required by, and to do so if and when expressly required by the terms
         of, this Agreement, and to examine the same to determine substantial
         compliance as to form with the express requirements hereof.

2.07     Replacement Notes.

         If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. An indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced. The Company may charge for its
expenses in replacing a Note.

         Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Agreement equally and
proportionately with all other Notes duly issued hereunder.

2.08     Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(b) hereof.

         If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

         If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

<PAGE>

                                      -43-

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

2.09     Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes as to which a Responsible Officer of the Trustee has actual knowledge
are so owned shall be so disregarded.

2.10     Temporary Notes.

         Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.

         Holders of temporary Notes shall be entitled to all of the benefits of
this Agreement.

2.11     Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
canceled Notes in accordance with its procedures for the disposition of canceled
securities in effect as of the date of such disposition (subject to the record
retention requirement of the Exchange Act). Certification of the disposition of
all canceled Notes shall be delivered to the Company. The Company may not issue
new Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.

2.12     Defaulted Interest.

         If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date; provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the

<PAGE>

                                      -44-

name and at the expense of the Company) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.

2.13     CUSIP Numbers.

         The Company in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided, however, that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Notes or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Company will promptly notify the
Trustee of any change in the "CUSIP" numbers.

                                  ARTICLE III

                            REDEMPTION AND PREPAYMENT

3.01     Notices to Trustee.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Agreement pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price.

3.02     Selection of Notes to Be Redeemed.

         If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption. Further, in the event of a partial
redemption in accordance with Sections 3.07(a) or (b) hereof, selection of the
Notes or portions thereof for redemption shall be made by the Trustee only on a
pro rata basis or on as nearly a pro rata basis as is practicable (subject to
the procedures of the DTC), unless such method is otherwise prohibited.

         The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding
<PAGE>
                                      -45-

sentence, provisions of this Agreement that apply to Notes called for redemption
also apply to portions of Notes called for redemption.

3.03     Notice of Redemption.

         At least 30 days but not more than 60 days before a redemption date,
the Company shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered
address.

         The notice shall identify the Notes (including the CUSIP number, if
any) to be redeemed and shall state:

                  (a)      the redemption date;

                  (b)      the redemption price;

                  (c)      if any Note is being redeemed in part, the portion of
         the principal amount of such Note to be redeemed and that, after the
         redemption date upon surrender of such Note, a new Note or Notes in
         principal amount equal to the unredeemed portion shall be issued upon
         cancellation of the original Note;

                  (d)      the name and address of the Paying Agent;

                  (e)      that Notes called for redemption must be surrendered
         to the Paying Agent to collect the redemption price;

                  (f)      that, unless the Company defaults in making such
         redemption payment, interest on Notes called for redemption ceases to
         accrue on and after the redemption date;

                  (g)      the paragraph of the Notes and/or Section of this
         Agreement pursuant to which the Notes called for redemption are being
         redeemed; and

                  (h)      that no representation is made as to the correctness
         or accuracy of the CUSIP number, if any, listed in such notice or
         printed on the Notes.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided that the Company
shall have delivered to the Trustee, at least 15 days prior to the date of the
mailing of such notice, an Officers' Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice
as provided in this Section 3.03.

3.04     Effect of Notice of Redemption.

         Once a notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.
<PAGE>
                                      -46-

3.05     Deposit of Redemption Price.

         One Business Day prior to the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued interest on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Notes to be redeemed.

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.

3.06     Notes Redeemed in Part.

         Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.

3.07     Optional Redemption.

         (a)      Except as set forth in clause (b) of this Section 3.07, the
Company shall not have the option to redeem the Notes pursuant to this Section
3.07 prior to September 1, 2008. On or after September 1, 2008, the Company
shall have the option to redeem the Notes, in whole or in part, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest thereon, to the applicable redemption date, if
redeemed during the 12-month period beginning on September 1 of the years
indicated below:

<TABLE>
<CAPTION>
           Year               Percentage
----------------------------  ----------
<S>                           <C>
2008........................   104.875%
2009........................   103.250%
2010........................   101.625%
2011 and thereafter.........   100.000%
</TABLE>

         (b)      Notwithstanding the provisions of clause (a) of this Section
3.07, at any time on or prior to September 1, 2006, the Company may on one or
more occasions redeem up to an aggregate of 35% of the principal amount of Notes
issued under this Agreement at a redemption price equal to 109.75% of the
principal amount thereof plus accrued and unpaid interest to the redemption
date, with the net cash proceeds of one or more Qualified Equity Offerings of
the Company, to the extent the net cash proceeds thereof are contributed to the
Company as a capital contribution to the common equity of the Company; provided,
however, that at least 65% of the aggregate principal amount of the Notes issued
remains

<PAGE>
                                      -47-

outstanding immediately after the occurrence of such redemption and that such
redemption occurs within 90 days of the date of the closing of such Qualified
Equity Offering.

         (c)      Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Sections 3.01 through 3.06 hereof.

3.08     Mandatory Redemption.

         Neither the Company nor the Guarantors shall be required to make
mandatory redemption or sinking fund payments with respect to the Notes.

                                   ARTICLE IV

                                    COVENANTS

4.01     Payment of Notes.

         The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 12:00 noon Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due. The Company shall pay all
Additional Interest, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.

         The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

4.02     Maintenance of Office or Agency.

         The Company shall maintain in the Borough of Manhattan, The City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Agreement may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

         The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind
<PAGE>
                                      -48-

such designations; provided that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in
the Borough of Manhattan, The City of New York for such purposes. The Company
shall give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03.

4.03     Reports.

         (a)      Whether or not required by the rules and regulations of the
SEC, so long as any Notes are outstanding, the Company shall furnish or make
available to the Holders of Notes within the time periods specified in the SEC's
rules and regulations (i) all quarterly and annual financial information that
would be required to be contained in a filing with the SEC on Forms 10-Q and
10-K if the Company and its Subsidiaries were required to file such forms,
including a "Management's Discussion and Analysis of Financial Condition and
Results of Operations" that describes the financial condition and results of
operations of the Company and its consolidated Subsidiaries and, with respect to
the annual information only, a report thereon by the Company's certified
independent accountants and (ii) all current reports that would be required to
be filed with the SEC on Form 8-K if the Company and its Subsidiaries were
required to file such reports. In addition, following consummation of the
Exchange Offer, whether or not required by the rules and regulations of the SEC,
the Company shall file a copy of all such information and reports with the SEC
for public availability within the time periods specified in the SEC's rules and
regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request if not then publicly available. The Company shall at all times comply
with TIA Section 314(a). Delivery by the Company of reports, information and
documents to the Trustee pursuant to TIA Section 314(a) shall be for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

         (b)      For so long as any Notes remain outstanding, the Company and
the Guarantors shall furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

         (c)      If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries and the Consolidated Cash Flow of all Unrestricted
Subsidiaries exceeds 10% of the Consolidated Cash Flow of the Company calculated
as if such Unrestricted Subsidiaries were Restricted Subsidiaries, then the
quarterly and annual financial information required by the preceding paragraphs
of this Section 4.03 will include or be accompanied by a reasonably detailed
presentation of the financial condition and results of operations of the Company
and the Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of the Company.

         (d)      Notwithstanding the foregoing, such requirements shall be
deemed satisfied prior to the commencement of the Exchange Offer or the
effectiveness of the Shelf Registration Statement by the filing with the SEC of
the registration statement relating to the exchange offer and/or the Shelf
Registration

<PAGE>
                                      -49-

Statement, and any amendments thereto, of the Securities; provided that any such
Registration Statement is filed within the time periods specified in the
Registration Rights Agreement.

4.04     Compliance Certificate.

         (a)      The Company shall deliver to the Trustee, within 100 days
after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Agreement, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Agreement in all material respects and
is not in default in the performance or observance of any of the terms,
provisions and conditions of this Agreement (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

         (b)      So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article IV or Article V hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

         (c)      The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, as soon as possible, and in any event
within five days after any Officer becomes aware of any Default or Event of
Default, an Officers' Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect thereto.

4.05     Taxes.

         The Company and its Parent shall pay, and shall cause each of their
Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except such as are contested in good faith and by
appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Notes.

4.06     Stay, Extension and Usury Laws.

         The Company and each of the Guarantors covenants (to the extent that it
may lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may

<PAGE>
                                      -50-

affect the covenants or the performance of this Agreement; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted.

4.07     Restricted Payments.

         (a)      The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, make any Restricted Payment if at the
time of such Restricted Payment:

                  (i)      a Default shall have occurred and be continuing or
         shall occur as a consequence thereof;

                  (ii)     the Company cannot incur $1.00 of additional
         Indebtedness pursuant to the Coverage Ratio Exception; or

                  (iii)    the amount of such Restricted Payment, when added to
         the aggregate amount of all other Restricted Payments made after the
         Issue Date (other than Restricted Payments made pursuant to clause
         (iii)(B), (iv), (v), (vi), (viii) or (xii) of Section 4.07(b) below),
         exceeds the sum (the "Restricted Payments Basket") of (without
         duplication):

                           (A)      50% of Consolidated Net Income for the
                  period (taken as one accounting period) commencing on the
                  first day of the first full fiscal quarter commencing after
                  the Issue Date to and including the last day of the fiscal
                  quarter ended immediately prior to the date of such
                  calculation for which consolidated financial statements are
                  available (or, if such Consolidated Net Income shall be a
                  deficit, minus 100% of such aggregate deficit), plus

                           (B)      100% of the aggregate net cash proceeds
                  received by the Company either (x) as contributions to the
                  common equity of the Company after the Issue Date or (y) from
                  the issuance and sale of Qualified Equity Interests after the
                  Issue Date, other than any such proceeds which are used to
                  redeem Notes in accordance with Section 3.07(c) hereof, plus

                           (C)      the aggregate amount by which Indebtedness
                  (other than any Subordinated Indebtedness) incurred by the
                  Company or any Restricted Subsidiary subsequent to the Issue
                  Date is reduced on the Company's balance sheet upon the
                  conversion or exchange (other than by a Subsidiary of the
                  Company) into Qualified Equity Interests (less the amount of
                  any cash, or the Fair Market Value of assets, distributed by
                  the Company or any Restricted Subsidiary upon such conversion
                  or exchange), plus

                           (D)      in the case of the disposition or repayment
                  of or return on any Investment that was treated as a
                  Restricted Payment made after the Issue Date, an amount (to
                  the extent not included in the computation of Consolidated Net
                  Income) equal to the lesser of (1) the return of capital with
                  respect to such Investment and (2) the amount of such
<PAGE>
                                      -51-

                  Investment that was treated as a Restricted Payment, in either
                  case, less the cost of the disposition of such Investment and
                  net of taxes, plus

                           (E)      upon a Redesignation of an Unrestricted
                  Subsidiary as a Restricted Subsidiary, the lesser of (1) the
                  Fair Market Value of the Company's proportionate interest in
                  such Subsidiary immediately following such Redesignation, and
                  (2) the aggregate amount of the Company's Investments in such
                  Subsidiary to the extent such Investments previously reduced
                  the Restricted Payments Basket and were not previously repaid
                  or otherwise reduced.

         (b)      The foregoing provisions will not prohibit: (i) the payment by
the Company or any Restricted Subsidiary of any dividend within 60 days after
the date of declaration thereof, if on the date of declaration the payment would
have complied with the provisions of this Agreement; (ii) the redemption of any
Equity Interests of the Company or any Restricted Subsidiary in exchange for, or
out of the proceeds of the substantially concurrent issuance and sale of,
Qualified Equity Interests; (iii) the redemption of Subordinated Indebtedness of
the Company or any Restricted Subsidiary (A) in exchange for, or out of the
proceeds of the substantially concurrent issuance and sale of Qualified Equity
Interests or (B) in exchange for, or out of the proceeds of the substantially
concurrent incurrence of, Refinancing Indebtedness permitted to be incurred
under Section 4.09 hereof and other terms of this Agreement; (iv) purchases of
or payments to Parent to permit Parent, and which are used by Parent, to redeem
Equity Interests of Parent held by officers, directors or employees or former
officers, directors or employees (or their transferees, estates or beneficiaries
under their estates), upon their death, disability, retirement, severance or
termination of employment or service; provided, however, that the aggregate cash
consideration paid for all such purchases or redemptions shall not exceed $2.0
million during any calendar year (with unused amounts in any calendar year being
usable, without duplication, in subsequent calendar years); (v) payments to
Parent permitted pursuant to Section 4.11(b)(iii) and (iv); (vi) repurchases of
Equity Interests deemed to occur upon the exercise of stock options if the
Equity Interests represent a portion of the exercise price thereof; (vii) the
making of Investments in Joint Ventures or Unrestricted Subsidiaries out of the
proceeds of the substantially concurrent issue and sale of Equity Interests of
the Company (other than (A) Disqualified Equity Interests, (B) Equity Interests
sold to a Subsidiary of the Company and (C) Equity Interests purchased with the
proceeds of loans from the Company or any of its Subsidiaries); (viii) payments
of up to $1.75 million plus reasonable out-of-pocket expenses to Granaria
Holdings or any of its Affiliates in the aggregate in any fiscal year pursuant
to any Related Party Agreement entered into between Granaria Holdings or any of
its Affiliates and the Company or its Subsidiaries to provide management and
similar services to any such Persons or to Parent; (ix) the repurchase,
redemption or retirement after the Issue Date of any of the Company's
outstanding 9.375% Senior Subordinated Notes due 2008; (x) the payment of
dividends or distributions to Parent in such amounts and at such times as are
sufficient to enable Parent to purchase or redeem shares of Parent Preferred
Stock at a price per share no greater than the then applicable optional
redemption price set forth in the certificate of designations for the Parent
Preferred Stock in effect on the Issue Date or to pay regularly scheduled cash
dividends on the Parent Preferred Stock; provided, however, that (A) Parent is
the direct parent of the Company owning 100% of the Equity Interests of the
Company and (B) at such time the Consolidated Leverage Ratio is no greater than
3.50 to 1.00; (xi) Investments in Unrestricted Subsidiaries and Joint Ventures
having an aggregate Fair Market Value, taken together with all other Investments
made pursuant to this clause (xi) that are at that time outstanding, not to
exceed $15.0 million at the time of such Investment (with the Fair Market Value
of each Investment being measured at the time made and without giving effect to
subsequent changes in value);

<PAGE>
                                      -52-

and (xii) the issuance or grant of shares, equity interests, options or
warrants, stock appreciation rights or units, or other similar payments of
Parent issued or granted pursuant to the Company's "Long-Term Bonus Program,"
effective December 1, 2002 or "Share Appreciation Plan," effective May 5, 1998;
provided, however, that in the case of any Restricted Payment pursuant to clause
(iii), (v), (vii), (ix) or (x) above, no Default shall have occurred and be
continuing or occur as a consequence thereof.

4.08     Dividend and Other Payment Restrictions Affecting Subsidiaries.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create or otherwise cause or permit to exist or
become effective any consensual encumbrance or consensual restriction on the
ability of any Restricted Subsidiary to: (a) pay dividends or make any other
distributions on or in respect of its Equity Interests; (b) make loans or
advances or pay any Indebtedness or other obligation owed to the Company or any
other Restricted Subsidiary; or (c) transfer any of its assets to the Company or
any other Restricted Subsidiary; except for:

                  (i)      encumbrances or restrictions existing under or by
         reason of applicable law;

                  (ii)     encumbrances or restrictions existing under this
         Agreement, the Notes and the Note Guarantees;

                  (iii)    non-assignment provisions of any contract or any
         lease entered into in the ordinary course of business;

                  (iv)     encumbrances or restrictions existing under
         agreements existing on the date of this Agreement (including, without
         limitation, the New Credit Agreement) as in effect on that date;

                  (v)      restrictions on the transfer of assets subject to any
         Lien permitted under this Agreement imposed by the holder of such Lien;

                  (vi)     restrictions on the transfer of assets imposed under
         any agreement to sell such assets permitted under this Agreement to any
         Person pending the closing of such sale;

                  (vii)    any instrument governing Acquired Indebtedness, which
         encumbrance or restriction is not applicable to any Person, or the
         properties or assets of any Person, other than the Person or the
         properties or assets of the Person so acquired;

                  (viii)   any other agreement governing Indebtedness entered
         into after the Issue Date that contains encumbrances and restrictions
         that are not materially more restrictive with respect to any Restricted
         Subsidiary than those in effect on the Issue Date with respect to that
         Restricted Subsidiary pursuant to agreements in effect on the Issue
         Date;

                  (ix)     customary provisions in partnership agreements,
         limited liability company organizational governance documents, Joint
         Venture agreements and other similar agreements entered into in the
         ordinary course of business that restrict the transfer of ownership
         interests in such partnership, limited liability company, Joint Venture
         or similar Person;
<PAGE>
                                      -53-

                  (x)      Non-Recourse Purchase Money Indebtedness incurred in
         compliance with Section 4.09 hereof that imposes restrictions of the
         nature described in clause (c) above on the assets acquired; and

                  (xi)     any encumbrances or restrictions imposed by any
         amendments or refinancings of the contracts, instruments or obligations
         referred to in clauses (i) through (x) above; provided, however, that
         such amendments or refinancings are, in the good faith judgment of the
         Company's Board of Directors, no more materially restrictive with
         respect to such encumbrances and restrictions than those prior to such
         amendment or refinancing.

4.09     Limitation on Additional Indebtedness.

         (a)      The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, incur any Indebtedness; provided,
however, that the Company or any Guarantor may incur additional Indebtedness if,
after giving effect thereto on the date of incurrence of such additional
indebtedness, the Consolidated Interest Coverage Ratio would be at least 2.00 to
1.00 (the "Coverage Ratio Exception").

         (b)      Notwithstanding clause (a) above, each of the following shall
be permitted ("Permitted Indebtedness"):

                  (i)      Indebtedness of the Company and any Guarantor under
         the New Credit Agreement in an aggregate amount at any time outstanding
         not to exceed (A) under the Senior Secured Term Loan Facility, $150.0
         million, less the amount thereof that has been repaid under the
         covenant described under Section 4.10 hereof, and (B) under the
         Revolving Loan Facility $125.0 million, less the amount thereof that
         has been repaid in accordance with Section 4.10 hereof, to the extent
         such repayment results in a permanent reduction of future borrowing
         ability under the Revolving Loan Facility;

                  (ii)     the Notes issued on the Issue Date and the Note
         Guarantees;

                  (iii)    Indebtedness of the Company and the Restricted
         Subsidiaries to the extent outstanding on the Issue Date, including,
         without limitation, any of the Company's existing senior subordinated
         notes due 2008 that remain outstanding on the Issue Date (other than
         Indebtedness referred to in clauses (i) and (ii) above, and after
         giving effect to the intended use of proceeds of the Notes);

                  (iv)     Indebtedness under Hedging Obligations entered into
         in the ordinary course of business for bona fide hedging purposes and
         not for the purpose of speculation; provided, however, that with
         respect to Hedging Obligations related to interest rates (A) such
         Hedging Obligations relate to payment obligations on Indebtedness
         otherwise permitted to be incurred by this covenant, and (B) the
         notional principal amount of such Hedging Obligations at the time
         incurred does not exceed the principal amount of the Indebtedness to
         which such Hedging Obligations relate;
<PAGE>
                                      -54-

                  (v)      Indebtedness of the Company owed to a Restricted
         Subsidiary and Indebtedness of any Restricted Subsidiary owed to the
         Company or any other Restricted Subsidiary; provided, however, that (A)
         with respect to Indebtedness of the Company, such Indebtedness shall be
         unsecured and contractually subordinated to the Company's obligations
         under the Notes; and (B) upon any such Restricted Subsidiary ceasing to
         be a Restricted Subsidiary or such Indebtedness being owed to any
         Person other than the Company or a Restricted Subsidiary, the Company
         or such Restricted Subsidiary, as applicable, shall be deemed to have
         incurred Indebtedness not permitted by this clause (v);

                  (vi)     Indebtedness in respect of bid, performance or surety
         bonds issued for the account of the Company or any Restricted
         Subsidiary in the ordinary course of business, including guarantees or
         obligations of the Company or any Restricted Subsidiary with respect to
         letters of credit supporting such bid, performance or surety
         obligations (in each case other than for an obligation for money
         borrowed);

                  (vii)    Indebtedness arising from the honoring by a bank or
         other financial institution of a check, draft or similar instrument
         inadvertently (except in the case of daylight overdrafts) drawn against
         insufficient funds in the ordinary course of business; provided,
         however, that such Indebtedness is extinguished within five Business
         Days of incurrence;

                  (viii)   Indebtedness arising in connection with endorsement
         of instruments for deposit in the ordinary course of business;

                  (ix)     Refinancing Indebtedness with respect to Indebtedness
         incurred pursuant to the Coverage Ratio Exception, clauses (ii) or
         (iii) above or this clause (ix);

                  (x)      Indebtedness in respect of Non-Recourse Purchase
         Money Indebtedness incurred by the Company or any Restricted
         Subsidiary; and

                  (xi)     Indebtedness, in addition to Indebtedness incurred
         pursuant to the foregoing clauses of this definition, with an aggregate
         principal face or stated amount (as applicable) at any time outstanding
         for all such Indebtedness incurred pursuant to this clause not in
         excess of $35.0 million; provided, however, that (A) Indebtedness under
         letters of credit and performance bonds issued for the account of a
         Foreign Subsidiary pursuant to this clause to finance trade activities
         or otherwise in the ordinary course of business, and not to support
         borrowed money or the obtaining of advances or credit, may not exceed
         $10.0 million in an aggregate stated or face amount for all such
         letters of credit and performance bonds and (B) the aggregate principal
         amount at any time outstanding for all other Indebtedness incurred by
         all Foreign Subsidiaries pursuant to this clause may not exceed $25.0
         million.

         (c)      For purposes of determining compliance with this Section 4.09,
in the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Indebtedness described in clauses (i) through (xi)
above or is entitled to be incurred pursuant to the Coverage Ratio Exception,
the Company shall, in its sole discretion, classify such item of Indebtedness
and may divide and classify such Indebtedness in more than one of the types of
Indebtedness described, except that Indebtedness incurred under the New Credit
Agreement on the Issue Date shall be deemed to have been incurred under

<PAGE>
                                      -55-

clause (i) above. Accrual of interest, accretion or amortization of original
issue discount or the payment of interest on any Indebtedness in the form of
additional Indebtedness with the same terms will not be deemed to be an
incurrence of Indebtedness for purposes of this covenant; provided, however, in
each such case, that the amount thereof is included in fixed charges of the
Company as accrued.

         (d)      Notwithstanding the foregoing, no Foreign Subsidiary of the
Company may incur any Indebtedness if, after giving effect thereto on the date
of the incurrence thereof, the aggregate amount of outstanding Indebtedness of
the Foreign Subsidiaries of the Company would exceed $50.0 million.

4.10     Asset Sales.

         (a)      The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (i) the
Company or such Restricted Subsidiary receives consideration at the time of such
Asset Sale at least equal to the Fair Market Value of the assets included in
such Asset Sale; and (ii) at least 80% of the total consideration received at
the closing of such Asset Sale consists of cash or Cash Equivalents and at least
80% of the total consideration received after taking into account all final
purchase price adjustments and/or contingent payments (such as working capital
adjustment or earn-out provisions) expressly contemplated by the Asset Sale
transaction documents, when received, consists of cash or Cash Equivalents. For
purposes of clause (ii), the following shall be deemed to be cash: (A) the
amount (without duplication) of any Indebtedness (other than Subordinated
Indebtedness) of the Company or such Restricted Subsidiary that is expressly
assumed by the transferee in such Asset Sale and with respect to which the
Company or such Restricted Subsidiary, as the case may be, is unconditionally
released by the holder of such Indebtedness, (B) the amount of any obligations
received from such transferee that are within 30 days converted by the Company
or such Restricted Subsidiary to cash (to the extent of the cash actually so
received), and (C) the Fair Market Value of any assets (other than securities)
received by the Company or any Restricted Subsidiary to be used by it in the
Permitted Business. If at any time any non-cash consideration received by the
Company or any Restricted Subsidiary of the Company, as the case may be, in
connection with any Asset Sale is repaid or converted into or sold or otherwise
disposed of for cash (other than interest received with respect to any such
non-cash consideration), then the date of such repayment, conversion or
disposition shall be deemed to constitute the date of an Asset Sale hereunder
and the Net Available Proceeds thereof shall be applied in accordance with this
Section 4.10. If the Company or any Restricted Subsidiary engages in an Asset
Sale, the Company or such Restricted Subsidiary shall, no later than 360 days
following the consummation thereof, apply all or any of the Net Available
Proceeds therefrom to: (1) make payments under the New Credit Agreement;
provided, however, that such payments result in a permanent reduction in
commitments thereunder; (2) repay any Indebtedness which was secured by the
assets sold in such Asset Sale; and/or (3) invest all or any part of the Net
Available Proceeds thereof in the purchase of assets to be used by the Company
or any Restricted Subsidiary in the Permitted Business or the purchase of an
entity engaged in a Permitted Business that becomes a Restricted Subsidiary.

         (b)      The amount of Net Available Proceeds not applied or invested
as provided in Section 4.10(a) will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds equals or exceeds $10.0 million, the Company
shall be required to make an offer to purchase from all Holders and, if
applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of
the Company the provisions of which require the Company to redeem such
Indebtedness with the proceeds from any Asset Sales

<PAGE>
                                      -56-

(or offer to do so), in an aggregate principal amount of Notes and such Pari
Passu Indebtedness equal to the amount of such Excess Proceeds as follows:

                  (i)      the Company shall (A) make an offer to purchase (a
         "Net Proceeds Offer") to all Holders in accordance with the procedures
         set forth in this Agreement, and (B) redeem (or make an offer to do so)
         any such other Pari Passu Indebtedness, pro rata in proportion to the
         respective principal amounts of the Notes and such other Indebtedness
         required to be redeemed, the maximum principal amount of Notes and Pari
         Passu Indebtedness that may be redeemed out of the amount (the "Payment
         Amount") of such Excess Proceeds;

                  (ii)     the offer price for the Notes shall be payable in
         cash in an amount equal to 100% of the principal amount of the Notes
         tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid
         interest thereon, if any, to the date such Net Proceeds Offer is
         consummated (the "Offered Price"), in accordance with the procedures
         set forth in this Agreement and the redemption price for such Pari
         Passu Indebtedness (the "Pari Passu Indebtedness Price") shall be as
         set forth in the related documentation governing such Indebtedness;

                  (iii)    if the aggregate Offered Price of Notes validly
         tendered and not withdrawn by Holders thereof exceeds the pro rata
         portion of the Payment Amount allocable to the Notes, Notes to be
         purchased will be selected on a pro rata basis; and

                  (iv)     upon completion of such Net Proceeds Offer in
         accordance with the foregoing provisions, the amount of Excess Proceeds
         with respect to which such Net Proceeds Offer was made shall be deemed
         to be zero.

         (c)      To the extent that the sum of the aggregate Offered Price of
Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu
Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less
than the Payment Amount relating thereto (such shortfall constituting a "Net
Proceeds Deficiency"), the Company may use the Net Proceeds Deficiency, or a
portion thereof, for general corporate purposes or any other purpose permitted
under this Agreement.

         The Company shall comply with applicable tender offer rules, including
the requirements of Rule 14e-1 under the Exchange Act and any other applicable
laws and regulations in connection with the purchase of Notes pursuant to a Net
Proceeds Offer. To the extent that the provisions of any securities laws or
regulations conflict with Section 4.10 hereof, the Company shall comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under Section 4.10 hereof by virtue of such compliance.

4.11     Transactions with Affiliates.

         (a)      The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, in one transaction or a series of related
transactions, sell, lease, transfer or otherwise dispose of any of its assets
to, or purchase any assets from, or enter into any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (an "Affiliate Transaction"), unless:

<PAGE>
                                      -57-

                  (i)      such Affiliate Transaction is on terms that are no
         less favorable to the Company or the relevant Restricted Subsidiary
         than those that would have been obtained in a comparable transaction at
         such time on an arm's-length basis by the Company or that Restricted
         Subsidiary from a Person that is not an Affiliate of the Company or
         that Restricted Subsidiary; and

                  (ii)     the Company delivers to the Trustee:

                           (A)      with respect to any Affiliate Transaction
                  involving aggregate value in excess of $2.0 million, an
                  Officers' Certificate certifying that such Affiliate
                  Transaction complies with clause (i) above and a Secretary's
                  Certificate which sets forth and authenticates a resolution
                  that has been adopted by the Independent Directors approving
                  such Affiliate Transaction; and

                           (B)      with respect to any Affiliate Transaction
                  involving aggregate value of $10.0 million or more, the
                  certificates described in the preceding clause (A) and a
                  written opinion as to the fairness of such Affiliate
                  Transaction to the Company or such Restricted Subsidiary from
                  a financial point of view issued by an Independent Financial
                  Advisor.

         (b)      The foregoing restrictions shall not apply to: (i)
transactions exclusively between or among (A) the Company and one or more
Restricted Subsidiaries or (B) Restricted Subsidiaries; provided, however, in
each case, that no Affiliate of the Company (other than another Restricted
Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (ii)
reasonable director, officer and employee compensation (including bonuses) and
other benefits (including retirement, health, stock option and other benefit
plans) and indemnification arrangements; (iii) the entering into of a tax
sharing agreement, or payments pursuant thereto, between the Company and/or one
or more Subsidiaries, on the one hand, and any other Person with which the
Company or such Subsidiaries are required or permitted to file a consolidated
tax return or with which the Company or such Subsidiaries are part of a
consolidated group for tax purposes, on the other hand, which payments by the
Company and the Restricted Subsidiaries are not in excess of the tax liabilities
that would have been payable by them on a stand-alone basis; (iv) payments by
the Company to or on behalf of Parent in an amount sufficient to pay
out-of-pocket legal, accounting, administrative and filing costs of Parent
actually incurred by Parent, in any case in an aggregate amount not to exceed
$750,000 in any calendar year; (v) loans and advances to directors, employees
and officers of the Company and the Restricted Subsidiaries in respect of
commissions, business expenses, travel and relocation and other similar expenses
in the ordinary course of business; (vi) loans and advances to directors,
employees and officers of the Company and the Restricted Subsidiaries to
purchase Equity Interests of Parent not in excess of $2.0 million at any one
time outstanding; (vii) Restricted Payments of the type described in and which
are made in accordance with clauses (i), (ii), (iv), (vi), (viii), (x) and (xii)
of Section 4.07 hereof; (viii) any transaction with an Affiliate where the only
consideration paid by the Company or any Restricted Subsidiary is Qualified
Equity Interests; (ix) arrangements with ABN AMRO Bank N.V. or any of its
Affiliates or their respective successors (A) under the New Credit Agreement or
the Notes or in connection therewith, (B) in connection with the offering of the
Notes or (C) pursuant to other banking, financing or underwriting activity
entered into in the ordinary course of business; or (x) Qualified Receivables
Transactions.

<PAGE>
                                      -58-

4.12     Liens.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create, incur, assume or permit or suffer to exist
any Lien of any nature whatsoever against (other than Permitted Liens) any
assets of the Company or any Restricted Subsidiary (including Equity Interests
of a Restricted Subsidiary), whether owned at the Issue Date or thereafter
acquired, or any proceeds therefrom, or assign or otherwise convey any right to
receive income or profits therefrom, which Lien secures Indebtedness, unless
contemporaneously therewith: (a) in the case of any Lien securing an obligation
that ranks pari passu with the Notes or a Note Guarantee, effective provision is
made to secure the Notes or such Note Guarantee, as the case may be, at least
equally and ratably with or prior to such obligation with a Lien on the same
collateral; and (b) in the case of any Lien securing an obligation that is
subordinated in right of payment to the Notes or a Note Guarantee, effective
provision is made to secure the Notes or such Note Guarantee, as the case may
be, with a Lien on the same collateral that is prior to the Lien securing such
subordinated obligation, in each case, for so long as such obligation is secured
by such Lien.

4.13     Business Activities.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, engage in any business other than a Permitted Business.

4.14     Corporate Existence.

         Subject to Article V hereof, each of the Company and Parent shall do or
cause to be done all things necessary to preserve and keep in full force and
effect (i) its corporate existence, and the corporate, partnership or other
existence of each of its Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the
Company and Parent or any such Subsidiary and (ii) its rights (charter and
statutory), licenses and franchises and those of its Subsidiaries; provided that
neither the Company nor Parent shall be required to preserve any such right,
license or franchise, or the corporate, partnership or other existence of any of
its Subsidiaries, if the Board of Directors of the Company or Parent, as the
case may be, shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company, Parent and their
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Notes.

4.15     Offer to Repurchase Upon Change of Control.

         (a)      Upon the occurrence of any Change of Control, each Holder will
have the right to require that the Company purchase that Holder's Notes for a
cash price (the "Change of Control Purchase Price") equal to 101% of the
principal amount of the Notes to be purchased, plus accrued and unpaid interest
thereon, if any, to the date of purchase. Within 30 days following any Change of
Control, the Company shall mail, or cause to be mailed, to the Holders a notice:

                  (i)      describing the transaction or transactions that
         constitute the Change of Control,

                  (ii)     offering to purchase, pursuant to the procedures of
         this Agreement and described in the notice (a "Change of Control
         Offer"), on a date specified in the notice (which shall be a Business
         Day not earlier than 30 days nor later than 60 days from the date the
         notice is mailed)

<PAGE>
                                      -59-

         (the "Change of Control Payment Date") and for the Change of Control
         Purchase Price, all Notes properly tendered by such Holder pursuant to
         such Change of Control Offer; and

                  (iii)    describing the procedures that Holders must follow to
         accept the Change of Control Offer. The Change of Control Offer is
         required to remain open for at least 20 Business Days or for such
         longer period as is required by law.

         The Company shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the date of purchase.

         The provisions of this Section 4.15 require the Company to make a
Change of Control Offer following a Change of Control and shall be applicable
regardless of whether any other provisions of this Agreement are applicable. The
Company may, at any time and from time to time, acquire Notes by means other
than a redemption, whether pursuant to an issuer tender offer, open market
purchase or otherwise, so long as the acquisition does not otherwise violate the
terms of this Article IV. The Company shall comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of Notes in connection with a Change of Control. To the
extent that the provisions of any securities laws or regulations conflict with
this Section 4.15, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
this Section 4.15 by virtue of such compliance.

         (b)      On the Change of Control Payment Date, the Company shall, to
the extent lawful, (A) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (B) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered and (C) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the
Company. The Paying Agent shall promptly mail to each Holder of Notes so
tendered payment in an amount equal to the purchase price for the Notes, and the
Trustee shall promptly authenticate and mail (or cause to be transferred by book
entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered by such Holder, if any; provided, however, that
each such new Note shall be in a principal amount of $1,000 or an integral
multiple thereof. The Company shall publicly announce the results of the Change
of Control Offer on or as soon as practicable after the Change of Control
Payment Date.

         (c)      Notwithstanding anything to the contrary in this Section 4.15,
the Company shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Section 4.15 hereof and all other provisions of this Agreement
applicable to a Change of Control Offer made by the Company and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer. In
addition, the Company shall not be required to make a Change of Control Offer,
as provided under this Section 4.15, if, in connection with or in contemplation
of any Change of Control, the Company has made an offer to purchase (an
"Alternate Offer") any and all Notes validly tendered at a cash price equal to
or higher than the Change of Control Purchase Price and has purchased all Notes
properly tendered in accordance with the terms of such Alternate Offer;
provided, however, that the

<PAGE>
                                      -60-

terms and conditions of such contemplated Change of Control are described in
reasonable detail to the Holders in the notice delivered in connection with such
Change of Control Offer.

4.16     Designation of Unrestricted Subsidiaries.

         (a)      The Company may designate any Subsidiary of the Company as an
Unrestricted Subsidiary under this Agreement (a "Designation") only if:

                  (i)      no Default shall have occurred and be continuing at
         the time of or after giving effect to such Designation; and

                  (ii)     the Company would be permitted to make, at the time
         of such Designation, (A) a Permitted Investment or (B) an Investment
         pursuant to Section 4.07(a) hereof, in either case, in an amount (the
         "Designation Amount") equal to the Fair Market Value of the Company's
         proportionate interest in such Subsidiary on such date.

         (b)      No Subsidiary shall be Designated as an "Unrestricted
Subsidiary" unless such Subsidiary:

                  (i)      has no Indebtedness other than Non-Recourse Debt;

                  (ii)     is not party to any agreement, contract, arrangement
         or understanding with the Company or any Restricted Subsidiary unless
         the terms of the agreement, contract, arrangement or understanding are
         no less favorable to the Company or the Restricted Subsidiary than
         those that might be obtained at the time from Persons who are not
         Affiliates;

                  (iii)    is a Person with respect to which neither the Company
         nor any Restricted Subsidiary has any direct or indirect obligation (A)
         to subscribe for additional Equity Interests or (B) to maintain or
         preserve the Person's financial condition or to cause the Person to
         achieve any specified levels of operating results; and

                  (iv)     has not guaranteed or otherwise directly or
         indirectly provided credit support for any Indebtedness of the Company
         or any Restricted Subsidiary, except for any guarantee given solely to
         support the pledge by the Company or any Restricted Subsidiary of the
         Equity Interests of such Unrestricted Subsidiary, which guarantee is
         not recourse to the Company or any Restricted Subsidiary, and except to
         the extent the amount thereof constitutes a Restricted Payment
         permitted under Section 4.07 hereof.

         (c)      If, at any time, any Unrestricted Subsidiary fails to meet the
preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Agreement and any
Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall
be deemed to be incurred by a Restricted Subsidiary as of the date and, if the
Indebtedness is not permitted to be incurred under Section 4.09 hereof or the
Lien is not permitted under Section 4.12 hereof, the Company shall be in default
of the applicable covenant.

         (d)      The Company may redesignate an Unrestricted Subsidiary as a
Restricted Subsidiary (a "Redesignation") only if:

<PAGE>
                                      -61-

                  (i)      no Default shall have occurred and be continuing at
         the time of and after giving effect to such Redesignation; and

                  (ii)     all Liens, Indebtedness and Investments of such
         Unrestricted Subsidiary outstanding immediately following such
         Redesignation would, if incurred or made at such time, have been
         permitted to be incurred or made for all purposes of this Agreement.
         All Designations and Redesignations must be evidenced by resolutions of
         the Board of Directors of the Company, delivered to the Trustee
         certifying compliance with the foregoing provisions.

4.17     Limitation on Issuance or Sale of Equity Interests of Restricted
         Subsidiaries.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, sell or issue any shares of Equity Interests of any
Restricted Subsidiary except (a) to the Company, a Restricted Subsidiary or the
minority stockholders of any Restricted Subsidiary, if any, on a pro rata basis,
at Fair Market Value, or (b) to the extent such shares represent directors'
qualifying shares or shares required by applicable law to be held by a Person
other than the Company or a Wholly-Owned Restricted Subsidiary. The sale of all
the Equity Interests of any Restricted Subsidiary is permitted by this Section
4.17 but is subject to Section 4.10 hereof.

4.18     Additional Note Guarantees.

         (a)      If, after the Issue Date, (i) the Company or any Restricted
Subsidiary shall acquire or create another Subsidiary (other than (x) a
Subsidiary that has been designated an Unrestricted Subsidiary, (y) any Foreign
Subsidiary (unless such Foreign Subsidiary shall have guaranteed any
Indebtedness of the Company or any Subsidiary of the Company (other than a
Foreign Subsidiary) or (z) an Immaterial Subsidiary) or (ii) any Unrestricted
Subsidiary is redesignated a Restricted Subsidiary, then, in each such case, the
Company shall cause such Restricted Subsidiary to: (A) execute and deliver to
the Trustee (1) a supplemental indenture in form and substance satisfactory to
the Trustee pursuant to which such Restricted Subsidiary shall unconditionally
guarantee all of the Company's obligations under the Notes and this Agreement
and (2) a notation of guarantee in respect of its Note Guarantee; and (B)
deliver to the Trustee one or more opinions of counsel that such supplemental
indenture (1) has been duly authorized, executed and delivered by such
Restricted Subsidiary and (2) constitutes a valid and legally binding obligation
of such Restricted Subsidiary in accordance with its terms.

4.19     Limitation on Layering Indebtedness.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, incur any Indebtedness that is or purports to be by
its terms (or by the terms of any agreement governing such Indebtedness)
subordinated to any other Indebtedness of the Company or of such Restricted
Subsidiary, as the case may be, unless such Indebtedness is also by its terms
(or by the terms of any agreement governing such Indebtedness) made expressly
subordinate to the Note or the Note Guarantee of such Restricted Subsidiary, to
the same extent and in the same manner as such Indebtedness is subordinated to
such other Indebtedness of the Company or such Restricted Subsidiary, as the
case may be.

<PAGE>
                                      -62-

4.20     Limitations on Sale and Leaseback Transactions.

         The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, enter into any Sale and Leaseback Transaction; provided,
however, that the Company or any Restricted Subsidiary may enter into a Sale and
Leaseback Transaction if:

                  (a)      the Company or such Restricted Subsidiary could have
         (i) incurred the Indebtedness attributable to such Sale and Leaseback
         Transaction pursuant to Section 4.09 hereof and (ii) incurred a Lien to
         secure such Indebtedness without being required to equally and ratably
         secure the Notes pursuant to Section 4.12 hereof;

                  (b)      the gross cash proceeds of such Sale and Leaseback
         Transaction are at least equal to the Fair Market Value of the asset
         that is the subject of such Sale and Leaseback Transaction; and

                  (c)      the transfer of assets in such Sale and Leaseback
         Transaction is permitted by, and the Company or the applicable
         Restricted Subsidiary applies the proceeds of such transaction in
         accordance with Section 4.10 hereof.

                                   ARTICLE V

                                   SUCCESSORS

5.01     Merger, Consolidation, or Sale of Assets.

         The Company shall not, directly or indirectly, in a single transaction
or a series of related transactions, (a) consolidate or merge with or into
(other than a merger with a Wholly-Owned Restricted Subsidiary solely for the
purpose of changing the Company's jurisdiction of incorporation to another State
of the United States), or sell, lease, transfer, convey or otherwise dispose of
or assign all or substantially all of the assets of the Company or the Company
and the Restricted Subsidiaries (taken as a whole) or (b) adopt a Plan of
Liquidation unless, in either case;

                  (i)      either:

                           (1)      the Company will be the surviving or
                                    continuing Person; or

                           (2)      the Person formed by or surviving such
                  consolidation or merger or to which such sale, lease,
                  conveyance or other disposition shall be made (or, in the case
                  of a Plan of Liquidation, any Person to which assets are
                  transferred) (collectively, the "Successor") is a corporation
                  organized and existing under the laws of any State of the
                  United States of America or the District of Columbia, and the
                  Successor expressly assumes, by supplemental indenture in form
                  and substance satisfactory to the Trustee, all of the
                  obligations of the Company under the Notes, this Agreement and
                  the Registration Rights Agreement;

<PAGE>
                                      -63-

                  (ii)     immediately prior to and immediately after giving
         effect to such transaction and the assumption of the obligations as set
         forth in clause (i)(2) above and the incurrence of any Indebtedness to
         be incurred in connection therewith, no Default shall have occurred and
         be continuing; and

                  (iii)    immediately after and giving effect to such
         transaction and the assumption of the obligations set forth in clause
         (i)(2) above and the incurrence of any Indebtedness to be incurred in
         connection therewith, and the use of any net proceeds therefrom on a
         pro forma basis, (1) the Consolidated Net Worth of the Company or the
         Successor, as the case may be, would be at least equal to the
         Consolidated Net Worth of the Company immediately prior to such
         transaction and (2) the Company or the Successor, as the case may be,
         could incur $1.00 of additional Indebtedness pursuant to the Coverage
         Ratio Exception.

         For purposes of this Section 5.01, any Indebtedness of the Successor
which was not Indebtedness of the Company immediately prior to the transaction
shall be deemed to have been incurred in connection with such transaction.

         Except as provided in Sections 10.04 and 10.05 hereof, no Guarantor may
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, whether or not affiliated with such Guarantor.

         For purposes of the foregoing, the transfer (by lease, assignment, sale
or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Restricted
Subsidiaries, the Equity Interests of which constitute all or substantially all
of the properties and assets of the Company, shall be deemed to be the transfer
of all or substantially all of the properties and assets of the Company.

         Notwithstanding the foregoing, any Restricted Subsidiary may merge into
the Company or another Restricted Subsidiary.

5.02     Successor Corporation Substituted.

         Upon any consolidation, combination or merger of the Company or a
Guarantor, or any transfer of all or substantially all of the assets of the
Company in accordance with Section 5.01 hereof, in which the Company or such
Guarantor is not the continuing obligor under the Notes or its Note Guarantee,
the surviving entity formed by such consolidation or into which the Company or
such Guarantor is merged or to which the conveyance, lease or transfer is made
will succeed to, and be substituted for, and may exercise every right and power
of, the Company or such Guarantor under this Agreement, the Notes and the Note
Guarantees with the same effect as if such surviving entity had been named
therein as the Company or such Guarantor and, except in the case of a
conveyance, transfer or lease, the Company or such Guarantor, as the case may
be, will be released from the obligation to pay the principal of and interest on
the Notes or in respect of its Note Guarantee, as the case may be, and all of
the Company's or such Guarantor's other obligations and covenants under the
Notes, this Agreement and its Note Guarantee, if applicable.

<PAGE>
                                      -64-

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

6.01     Events of Default.

         Each of the following is an "Event of Default":

                  (a)      failure by the Company to pay interest on any of the
         Notes when it becomes due and payable and the continuance of any such
         failure for 30 days;

                  (b)      failure by the Company to pay the principal on any of
         the Notes when it becomes due and payable, whether at stated maturity,
         upon redemption, upon purchase, upon acceleration or otherwise;

                  (c)      failure by the Company to comply with any of its
         agreements or covenants described under Sections 5.01 and 4.15 hereof;

                  (d)      failure by the Company to comply with any other
         agreement or covenant in this Agreement and continuance of this failure
         for 60 days after notice of the failure has been given to the Company
         by the Trustee or by the Holders of at least 25% of the aggregate
         principal amount of the Notes then outstanding;

                  (e)      default under any mortgage, indenture or other
         instrument or agreement under which there may be issued or by which
         there may be secured or evidenced Indebtedness of the Company or any
         Restricted Subsidiary, whether such Indebtedness now exists or is
         incurred after the Issue Date, which default:

                  (i)      is caused by a failure to pay when due principal on
         such Indebtedness within the applicable express grace period,

                  (ii)     results in the acceleration of such Indebtedness
         prior to its express final maturity or

                  (iii)    results in the commencement of judicial proceedings
         to foreclose upon, or to exercise remedies under applicable law or
         applicable security documents to take ownership of, the assets securing
         such Indebtedness, and

         in each case, the principal amount of such Indebtedness, together with
         any other Indebtedness with respect to which an event described in
         clause (i), (ii) or (iii) has occurred and is continuing, aggregates
         $10.0 million or more;

                  (f)      one or more judgments or orders that exceed $10.0
         million in the aggregate (net of amounts covered by insurance or
         bonded) for the payment of money have been entered by a court or courts
         of competent jurisdiction against the Company or any Restricted
         Subsidiary and

<PAGE>
                                      -65-

         such judgment or judgments have not been satisfied, stayed, annulled or
         rescinded within 60 days of being entered;

                  (g)      the Company or any Significant Subsidiary pursuant to
         or within the meaning of any Bankruptcy Law:

                  (i)      commences a voluntary case,

                  (ii)     consents to the entry of an order for relief against
         it in an involuntary case,

                  (iii)    consents to the appointment of a Custodian of it or
         for all or substantially all of its assets, or

                  (iv)     makes a general assignment for the benefit of its
         creditors;

                  (h)      a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                  (i)      is for relief against the Company or any Significant
         Subsidiary as debtor in an involuntary case,

                  (ii)     appoints a Custodian of the Company or any
         Significant Subsidiary or a Custodian for all or substantially all of
         the assets of the Company or any Significant Subsidiary, or

                  (iii)    orders the liquidation of the Company or any
         Significant Subsidiary;

                  and the order or decree remains unstayed and in effect for 60
                  days; or

                  (i)      any Note Guarantee of any Significant Subsidiary
         ceases to be in full force and effect (other than in accordance with
         the terms of such Note Guarantee and this Agreement) or is declared
         null and void and unenforceable or found to be invalid or any Guarantor
         denies its liability under its Note Guarantee (other than by reason of
         release of a Guarantor from its Note Guarantee in accordance with the
         terms of this Agreement and the Note Guarantee).

6.02     Acceleration.

         (a)      If an Event of Default (other than an Event of Default
specified in clause (g) or (h) of Section 6.01 hereof with respect to the
Company) shall have occurred and be continuing, the Trustee, by written notice
to the Company or the Holders of at least 25% in aggregate principal amount of
the Notes then outstanding, by written notice to the Company and the Trustee,
may declare all amounts owing under the Notes to be due and payable immediately.
Upon such declaration of acceleration, the aggregate principal of and accrued
and unpaid interest on the outstanding Notes shall immediately become due and
payable; provided, however, that after such acceleration, but before a judgment
or decree based on acceleration, the Holders of a majority in aggregate
principal amount of such outstanding Notes may rescind and annul such
acceleration if all Events of Default, other than the nonpayment of accelerated
principal and interest, have been cured or waived as provided in this Agreement.
If an Event of Default specified in

<PAGE>
                                      -66-

clause (g) or (h) of Section 6.01 hereof occurs with respect to the Company, all
outstanding Notes shall become due and payable without any further action or
notice.

         (b)      In the case of an Event of Default occurring by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Notes, an
equivalent premium shall also become and be immediately due and payable, to the
extent permitted by law, upon the acceleration of the Notes. If an Event of
Default occurs prior to September 1, 2008 by reason of any willful action (or
inaction) taken (or not taken) by or on behalf of the Company with the intention
of avoiding the prohibition on redemption of the Notes prior to September 1,
2008, then, upon acceleration of the Notes, an additional premium shall also
become and be immediately due and payable, to the extent permitted by law, in an
amount equal to 10.0%.

         (c)      The Company shall deliver to the Trustee annually a statement
regarding compliance with this Agreement and, upon any Officer of the Company
becoming aware of any Default, a statement specifying such Default and what
action the Company is taking or proposes to take with respect thereto.

6.03     Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium and Additional
Interest, if any, and interest on the Notes or to enforce the performance of any
provision of the Notes or this Agreement.

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

6.04     Waiver of Past Defaults.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Additional Interest, if any, or
interest on, the Notes (including in connection with an offer to purchase)
(provided that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Agreement; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

6.05     Control by Majority.

         Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or

<PAGE>
                                      -67-

exercising any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law or this Agreement that the
Trustee determines may be unduly prejudicial to the rights of other Holders of
Notes or that may involve the Trustee in personal liability.

6.06     Limitation on Suits.

         A Holder of a Note may institute a proceeding with respect to this
Agreement or for any remedy hereunder only if:

                  (a)      the Holder of a Note gives to the Trustee written
         notice of a continuing Event of Default;

                  (b)      the Holders of at least 25% in aggregate principal
         amount of the then outstanding Notes make a written request to the
         Trustee to pursue the remedy;

                  (c)      such Holder of a Note or Holders of Notes offer and,
         if requested, provide to the Trustee indemnity satisfactory to the
         Trustee against any loss, liability or expense;

                  (d)      the Trustee does not comply with the request within
         60 days after receipt of the request; and

                  (e)      during such 60-day period the Holders of a majority
         in principal amount of the then outstanding Notes do not give the
         Trustee a direction inconsistent with the request.

         A Holder of a Note may not use this Agreement to prejudice the rights
of another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

         However, such limitations do not apply to a suit instituted by a Holder
of any Note for enforcement of payment of the principal of or interest on such
Note on or after the due date therefor (after giving effect to the grace period
specified in Section 6.01(a) hereof).

6.07     Rights of Holders of Notes to Receive Payment.

         Notwithstanding any other provision of this Agreement, the right of any
Holder of a Note to receive payment of principal, premium and Additional
Interest, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

6.08     Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(a) or (b) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium and Additional Interest, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

<PAGE>
                                      -68-

6.09     Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any Custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

6.10     Priorities.

         If the Trustee collects any money pursuant to this Article VI, it shall
pay out the money in the following order:

                  First: to the Trustee, its agents and attorneys for amounts
         due under Section 7.07 hereof, including payment of all compensation,
         expense and liabilities incurred, and all advances made, by the Trustee
         and the costs and expenses of collection;

                  Second: to Holders of Notes for amounts due and unpaid on the
         Notes for principal, premium and Additional Interest, if any, and
         interest, ratably, without preference or priority of any kind,
         according to the amounts due and payable on the Notes for principal,
         premium and Additional Interest, if any and interest, respectively; and

                  Third: to the Company or to such party as a court of competent
         jurisdiction shall direct.

         The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

6.11     Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Agreement or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its

<PAGE>
                                      -69-

discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does
not apply to a suit by the Trustee or a suit by a Holder of a Note pursuant to
Section 6.07 hereof.

                                  ARTICLE VII

                                    TRUSTEE

7.01     Duties of Trustee.

         (a)      If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in its exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

         (b)      Except during the continuance of an Event of Default:

                  (i)      the duties of the Trustee shall be determined solely
         by the express provisions of this Agreement and the Trustee need
         perform only those duties that are specifically set forth in this
         Agreement and no others, and no implied covenants or obligations shall
         be read into this Agreement against the Trustee; and

                  (ii)     in the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Agreement. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Agreement, but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein.

         (c)      The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (i)      this paragraph (c) does not limit the effect of
         paragraph (b) of this Section 7.01;

                  (ii)     the Trustee shall not be liable for any error of
         judgment made in good faith by a Responsible Officer, unless it is
         proved that the Trustee was negligent in ascertaining the pertinent
         facts; and

                  (iii)    the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05 hereof.

         (d)      No provision of this Agreement shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee shall be under
no obligation to exercise any of its rights and powers

<PAGE>
                                      -70-

under this Agreement at the request of any Holders, unless such Holder shall
have offered to the Trustee security and indemnity satisfactory to it against
any loss, liability or expense.

         (e)      Whether or not therein expressly so provided, every provision
of this Agreement that in any way relates to the Trustee is subject to Sections
7.01(a), (b), (c) and (d).

         (f)      The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

7.02     Rights of Trustee.

         (a)      The Trustee may conclusively rely upon any document believed
by it to be genuine and to have been signed or presented by the proper Person.
The Trustee need not investigate any fact or matter stated in the document.

         (b)      Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an opinion of counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or opinion of counsel. The Trustee may
consult with counsel of its selection and the advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection from
liability in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.

         (c)      The Trustee may act through its attorneys and agents and shall
not be responsible for the misconduct or negligence of any agent appointed with
due care.

         (d)      The Trustee shall not be liable for any action it takes or
omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Agreement.

         (e)      Unless otherwise specifically provided in this Agreement, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

         (f)      The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Agreement at the request or direction
of any of the Holders unless such Holders shall have offered to the Trustee
security or indemnity reasonably satisfactory to it against the costs, expenses
and liabilities that might be incurred by it in compliance with such request or
direction.

         (g)      The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it sees fit, and, if the Trustee shall determine
to make such further inquiry or investigation, it shall be entitled to examine
the books, records and premises of the Company, personally or by agent or
attorney, and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation.

         (h)      The Trustee shall not be deemed to have notice of any Default
or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event

<PAGE>
                                      -71-

which is in fact such a default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Notes and this
Agreement.

         (i)      The rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, Depositary Custodian and other
Person employed to act hereunder.

         (j)      The Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Agreement,
which Officers' Certificate may be signed by any Person authorized to sign an
Officers' Certificate, including any Person specified as so authorized in any
such certificate previously delivered and not superseded.

7.03     Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

7.04     Trustee's Disclaimer.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Agreement, the Notes or the Note Guarantees,
it shall not be accountable for the Company's use of the proceeds from the Notes
or any money paid to the Company or upon the Company's direction under any
provision of this Agreement, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Agreement other than its certificate of
authentication.

7.05     Notice of Defaults.

         If a Default or Event of Default occurs and is continuing and if it is
actually known to a Responsible Officer of the Trustee, the Trustee shall mail
to Holders of Notes a notice of the Default or Event of Default within 30 days
after it occurs. Except in the case of a Default or Event of Default (a) in
payment of principal of, premium, if any, or interest on any Note or (b) in
compliance with Section 5.01 hereof, the Trustee may withhold the notice if and
so long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.

7.06     Reports by Trustee to Holders of the Notes.

         Within 60 days after each September 1 beginning with the September 1
following the date of this Agreement, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders of the

<PAGE>
                                      -72-

Notes a brief report dated as of such reporting date that complies with TIA
Section 313(a) (but if no event described in TIA Section 313(a) has occurred
within the twelve months preceding the reporting date, no report need be
transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA Section
313(c).

         A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA Section 313(d).
The Company shall promptly notify the Trustee when the Notes are listed on any
stock exchange or of any delisting thereof.

7.07     Compensation and Indemnity.

         The Company shall pay to the Trustee from time to time such
compensation for its acceptance of this Agreement and services hereunder as the
Company and the Trustee shall agree to in writing from time to time. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

         The Company shall indemnify the Trustee and any predecessor Trustee and
their agents against any and all losses, liabilities or expenses incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Agreement, including the costs and expenses of enforcing this
Agreement against the Company (including this Section 7.07) and defending itself
against any claim (whether asserted by the Company or any Holder or any other
person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or
expense may be attributable to its negligence or bad faith. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent, which shall not be
unreasonably withheld.

         The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Agreement.

         To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Agreement.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(g) or (h) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

<PAGE>
                                      -73-

         The Trustee shall comply with the provisions of TIA Section 313(b)(2)
to the extent applicable.

7.08     Replacement of Trustee.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

         The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority
in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

                  (a)      the Trustee fails to comply with Section 7.10 hereof;

                  (b)      the Trustee is adjudged a bankrupt or an insolvent or
         an order for relief is entered with respect to the Trustee under any
         Bankruptcy Law;

                  (c)      a Custodian or public officer takes charge of the
         Trustee or its property; or

                  (d)      the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

         If a successor Trustee does not take office within 90 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may, at the expense of the Company, petition any court of competent jurisdiction
for the appointment of a successor Trustee.

         If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Agreement. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee; provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

<PAGE>
                                      -74-

7.09     Successor Trustee by Merger, etc.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee.

7.10     Eligibility; Disqualification.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

         This Agreement shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

7.11     Preferential Collection of Claims Against Company.

         The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                  ARTICLE VIII

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

8.01     Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may at any time elect to have either Section 8.02 or 8.03
hereof be applied to all outstanding Notes upon compliance with the conditions
set forth below in this Article VIII.

8.02     Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes and all
obligations of the Guarantors discharged with respect to the Note Guarantees on
the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company and the
Guarantors shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes and the Note Guarantees, respectively,
which shall thereafter be deemed to be "outstanding" only for the purposes of
Section 8.05 hereof and the other Sections of this Agreement referred to in (a)
and (b) below, and to have satisfied all its other obligations under such Notes
and this Agreement (and the Trustee, on demand of and at the expense of the
Company, shall execute proper
<PAGE>

                                      -75-

instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder: (a) the rights
of Holders of outstanding Notes to receive solely from the trust fund described
in Section 8.04 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium and Additional Interest, if any, and
interest on such Notes when such payments are due, (b) the Company's obligations
with respect to such Notes under Article II and Section 4.02 hereof, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company's obligations in connection therewith and (d) this Article VIII. Subject
to compliance with this Article VIII, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under Section
8.03 hereof.

8.03     Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from their obligations under the covenants contained in Sections 4.03,
4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18,
4.19 and 4.20 hereof and clause (b)(iii) of Section 5.01 hereof with respect to
the outstanding Notes on and after the date the conditions set forth in Section
8.04 are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but,
except as specified above, the remainder of this Agreement and such Notes shall
be unaffected thereby. In addition, upon the Company's exercise under Section
8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(c) through 6.01(f) and Section 6.01(i) hereof shall not constitute Events
of Default.

8.04     Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

         In order to exercise either Legal Defeasance or Covenant Defeasance:

                  (a)      the Company must irrevocably deposit with the
         Trustee, in trust, for the benefit of the Holders, U.S. legal tender,
         U.S. Government Obligations or a combination thereof, in such amounts
         as will be sufficient (without reinvestment) in the opinion of a
         nationally recognized firm of independent public accountants selected
         by the Company, to pay the principal of and interest on the Notes on
         the stated date for payment or on the redemption date of the principal
         or installment of principal of or interest on the Notes, and the
         Holders must have a valid, perfected, exclusive security interest in
         such trust;

<PAGE>

                                      -76-

                  (b)      in the case of an election under Section 8.02 hereof,
         the Company shall have delivered to the Trustee an opinion of counsel
         in the United States reasonably acceptable to the Trustee confirming
         that (i) the Company has received from, or there has been published by,
         the Internal Revenue Service a ruling or (ii) since the date of this
         Agreement, there has been a change in the applicable U.S. federal
         income tax law, in either case to the effect that, and based thereon
         such opinion of counsel shall confirm that, the Holders of the
         outstanding Notes will not recognize income, gain or loss for U.S.
         federal income tax purposes as a result of such Legal Defeasance and
         will be subject to U.S. federal income tax on the same amounts, in the
         same manner and at the same times as would have been the case if such
         Legal Defeasance had not occurred;

                  (c)      in the case of an election under Section 8.03 hereof,
         the Company shall have delivered to the Trustee an opinion of counsel
         in the United States reasonably acceptable to the Trustee confirming
         that the Holders of the outstanding Notes will not recognize income,
         gain or loss for U.S. federal income tax purposes as a result of such
         Covenant Defeasance and will be subject to U.S. federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such Covenant Defeasance had not occurred;

                  (d)      no Default shall have occurred and be continuing on
         the date of such deposit (other than a Default resulting from the
         borrowing of funds to be applied to such deposit and the grant of any
         Lien securing such borrowing);

                  (e)      such Legal Defeasance or Covenant Defeasance shall
         not result in a breach or violation of, or constitute a default under
         this Agreement or any other material agreement or instrument to which
         the Company or any of its Subsidiaries is a party or by which the
         Company or any of its Subsidiaries is bound;

                  (f)      the Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders over any other
         creditors of the Company or with the intent of defeating, hindering,
         delaying or defrauding any other creditors of the Company; and

                  (g)      the Company shall have delivered to the Trustee an
         Officers' Certificate and an opinion of counsel, each stating that the
         conditions provided for in, in the case of the Officers' Certificate,
         clauses (a) through (f) and, in the case of the opinion of counsel,
         clauses (a) (with respect to the validity and perfection of the
         security interest), (b) and/or (c) and (e) of this Section 8.04 have
         been complied with.

8.05     Deposited Money and U.S. Government Obligations to Be Held in Trust;
         Other Miscellaneous Provisions.

         Subject to Section 8.06 hereof, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Agreement, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due

<PAGE>

                                      -77-

thereon in respect of principal, premium and Additional Interest, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or U.S. Government
Obligations deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

         Anything in this Article VIII to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or U.S. Government Obligations held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

8.06     Repayment to Company.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in The New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

8.07     Reinstatement.

         If the Trustee or Paying Agent is unable to apply any cash or U.S.
Government Obligations in accordance with Section 8.02 or 8.03 hereof by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application or such cash or U.S.
Government Obligations are insufficient to pay the principal of and interest on
the Notes when due, then the Company's obligations under this Agreement and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof; provided, however, that, if the Company makes any payment of principal
of, premium and Additional Interest, if any, or interest on any Note following
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money held
by the Trustee or Paying Agent.

<PAGE>

                                      -78-

                                   ARTICLE IX

                        AMENDMENT, SUPPLEMENT AND WAIVER

9.01     Without Consent of Holders of Notes.

         Notwithstanding Section 9.02 of this Agreement, the Company and the
Trustee may amend or supplement this Agreement, the Note Guarantees or the Notes
without the consent of any Holder of a Note:

                  (a)      to cure any ambiguity, defect or inconsistency;

                  (b)      to provide for uncertificated Notes in addition to or
         in place of certificated Notes;

                  (c)      to provide for the assumption of the Company's
         obligations to the Holders of the Notes in the case of a merger or
         acquisition by a successor to the Company pursuant to Article V hereof;

                  (d)      to release any Guarantor from any of its obligations
         under its Note Guarantee or this Agreement (to the extent permitted by
         this Agreement);

                  (e)      to make any change that does not materially adversely
         affect the legal rights hereunder of any Holder of the Notes; or

                  (f)      to comply with requirements of the SEC in order to
         effect or maintain the qualification of this Agreement under the TIA.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company and the Guarantors in the
execution of any amended or supplemental indenture authorized or permitted by
the terms of this Agreement and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental indenture that affects its
own rights, duties or immunities under this Agreement or otherwise.

9.02     With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Agreement (including Section 4.15 hereof),
the Note Guarantees and the Notes with the consent of the Holders of at least a
majority in principal amount of the Notes (including Additional Notes, if any)
then outstanding voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default
(other than a Default in the payment of the principal of, premium and Additional
Interest, if any, or interest on the Notes) under, or compliance with any
provision of, this Agreement, the Note Guarantees or the Notes may be waived
with the consent of the Holders of a majority in principal amount

<PAGE>

                                      -79-

of the then outstanding Notes (including Additional Notes, if any) voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes).

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental indenture
unless such amended or supplemental indenture directly affects the Trustee's own
rights, duties or immunities under this Agreement or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental indenture.

         It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes (including Additional Notes,
if any) then outstanding voting as a single class may waive compliance in a
particular instance by the Company with any provision of this Agreement or the
Notes. However, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

                  (a)      change the maturity of any Note;

                  (b)      reduce the amount, extend the due date or otherwise
         affect the terms of any scheduled payment of interest on or principal
         of the Notes;

                  (c)      reduce any premium payable upon optional redemption
         of the Notes, change the date on which any Notes are subject to
         redemption or otherwise alter the provisions with respect to the
         redemption of the Notes;

                  (d)      make any Note payable in money or currency other than
         that stated in the Notes;

                  (e)      modify or change any provision of this Agreement or
         its related definitions to affect the ranking of the Notes or any Note
         Guarantee in a manner that adversely affects the Holders;

                  (f)      reduce the percentage of Holders necessary to consent
         to an amendment or waiver to this Agreement or the Notes;

                  (g)      impair the rights of Holders to receive payments of
         principal of or interest on the Notes;

<PAGE>

                                      -80-

                  (h)      release any Guarantor from any of its obligations
         under its Note Guarantee or this Agreement, other than as permitted by
         this Agreement; or

                  (i)      make any change in these amendment and waiver
         provisions.

         Any amendment to Section 4.15 or the related definitions that could
adversely affect the rights of any Holder shall require the consent of the
Holders of at least 66 2/3% in aggregate principal amount of the Notes then
outstanding.

         In connection with any amendment, supplement or waiver, the Company
may, but shall not be obligated to, offer any Holder who consents to such
amendment, supplement or waiver, or to all Holders, consideration for such
Holder's consent to such amendment, supplement or waiver.

9.03     Compliance with Trust Indenture Act.

         Every amendment or supplement to this Agreement or the Notes shall be
set forth in an amended or supplemental indenture that complies with the TIA as
then in effect.

9.04     Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

9.05     Notation on or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company may issue
and the Trustee shall, upon receipt of an Authentication Order, authenticate new
Notes that reflect the amendment, supplement or waiver.

         Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

9.06     Trustee to Sign Amendments, etc.

         The Trustee shall sign any amended or supplemental indenture authorized
pursuant to this Article IX if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officers' Certificate and an opinion of counsel.

<PAGE>

                                      -81-

                                   ARTICLE X

                                 NOTE GUARANTEES

10.01    Guarantee.

         Subject to this Article X, each of the Guarantors hereby, jointly and
severally, fully and unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Agreement,
the Notes or the obligations of the Company hereunder or thereunder, that: (a)
the principal of and interest on the Notes will be promptly paid in full when
due, whether at maturity, by acceleration, redemption or otherwise, and interest
on the overdue principal of and interest on the Notes, if any, if lawful, and
all other obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same will
be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or
otherwise. Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantors shall be jointly
and severally obligated to pay the same immediately. Each Guarantor agrees that
this is a guarantee of payment and not a guarantee of collection.

         The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity or enforceability of the Notes or
this Agreement, the absence of any action to enforce the same, any waiver or
consent by any Holder of the Notes with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor. Each Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Agreement.

         If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any Custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

         Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article VI
hereof for the purposes of this Note Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article VI hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Note Guarantee. Each Guarantor
that makes payments under its

<PAGE>

                                      -82-

Note Guarantee is entitled to a contribution from each other Guarantor in a pro
rata amount based on the net assets of each Guarantor.

10.02    Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of each
Guarantor under its Note Guarantee will be limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such
Guarantor (including, without limitation, any guarantees under the New Credit
Agreement permitted under Section 4.09(b)(i) hereof) and after giving effect to
any collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Note Guarantee or
pursuant to its contribution obligations under this Agreement, result in the
obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under federal or state law.

10.03    Execution and Delivery of Note Guarantee.

         To evidence its Note Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form included in Exhibit E shall be endorsed by an Officer of such Guarantor
on each Note authenticated and delivered by the Trustee and that this Agreement
shall be executed on behalf of such Guarantor by an Officer.

         Each Guarantor hereby agrees that its Note Guarantee set forth in
Section 10.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.

         If an Officer whose signature is on this Agreement or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee shall be valid
nevertheless.

         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Note Guarantee set forth
in this Agreement on behalf of the Guarantors.

10.04    Guarantors May Consolidate, etc., on Certain Terms.

         Except as otherwise provided in Section 10.05, no Guarantor may
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, whether or not affiliated with such Guarantor,
unless:

                  (a)      either:

                  (i)      such Guarantor will be the surviving or continuing
         Person; or

<PAGE>

                                      -83-

                  (ii)     the Person formed by or surviving any such
         consolidation or merger assumes, by supplemental indenture in form and
         substance satisfactory to the Trustee, all of the obligations of such
         Guarantor under the Note Guarantee of such Guarantor, this Agreement
         and the Registration Rights Agreement, and, in the case of a
         consolidation or merger with Parent, is a corporation organized and
         existing under the laws of any State of the United States of America or
         the District of Columbia; and

                  (b)      immediately after giving effect to such transaction,
         no Default or Event of Default shall have occurred and be continuing.

         In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Agreement to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Agreement as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Agreement as though all of such Note
Guarantees had been issued at the date of the execution hereof.

         Except as set forth in Articles IV and V hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Agreement or in any of the
Notes shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

10.05    Releases Following Sale of Assets.

         In the event of a sale or other disposition of all of the assets of any
Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or
other disposition of all of the Equity Interests of any Subsidiary Guarantor
then held by the Company and the Restricted Subsidiaries, or the Company
properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as
an Unrestricted Subsidiary or any Subsidiary Guarantor is released from its
Guarantees of Indebtedness of the Company such that such Subsidiary Guarantor
would not be required to provide a Guarantee of the Notes under Section 4.18
hereof, then such Subsidiary Guarantor (in the event of a sale or other
disposition, by way of merger, consolidation or otherwise, of all of the Equity
Interests of such Subsidiary Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Subsidiary Guarantor) will be released and relieved of
any obligations under its Note Guarantee; provided, however, that the Net
Available Proceeds of such sale or other disposition are applied in accordance
with the applicable provisions of this Agreement, to the extent required
thereby. Upon delivery by the Company to the Trustee of an Officers' Certificate
and an opinion of counsel to the effect that such sale or other disposition was
made by the Company in accordance with the provisions of this Agreement, the
Trustee shall execute any documents reasonably required in order to evidence the
release of any Subsidiary Guarantor from its obligations under its Note
Guarantee.

<PAGE>

                                      -84-

         Any Subsidiary Guarantor not released from its obligations under its
Note Guarantee shall remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Guarantor under this
Agreement as provided in this Article X.

                                   ARTICLE XI

                           SATISFACTION AND DISCHARGE

11.01    Satisfaction and Discharge.

         This Agreement shall be discharged and will cease to be of further
effect (except as to rights of registration of transfer or exchange of Notes
which shall survive until all Notes have been canceled) as to all outstanding
Notes issued hereunder, when either:

                  (a)      all the Notes that have been authenticated and
         delivered (except lost, stolen or destroyed Notes which have been
         replaced or paid and Notes for whose payment money has been deposited
         in trust or segregated and held in trust by the Company and thereafter
         repaid to the Company or discharged from this trust) have been
         delivered to the Trustee for cancellation, or

                  (b)      (i) all Notes not delivered to the Trustee for
         cancellation otherwise have become due and payable or have been called
         for redemption pursuant to Section 3.07 hereof, and the Company has
         irrevocably deposited or caused to be deposited with the Trustee trust
         funds in trust in an amount of money sufficient to pay and discharge
         the entire Indebtedness (including all principal and accrued interest)
         on the Notes not theretofore delivered to the Trustee for cancellation,

                           (ii) the Company has paid all sums payable by it
         under this Agreement,

                           (iii) the Company has delivered irrevocable
         instructions to the Trustee to apply the deposited money toward the
         payment of the Notes at maturity or on the date of redemption, as the
         case may be, and

                           (iv) the Holders have a valid, perfected, exclusive
         security interest in this trust.

         In addition, the Company shall deliver an Officers' Certificate and an
opinion of counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

11.02    Application of Trust Money.

         Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Agreement, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal

<PAGE>

                                      -85-

(and premium, if any) and interest for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.

         If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 11.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Agreement and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 11.01; provided, however, that if the Company has made any payment of
principal of, premium and Additional Interest, if any, or interest on any Notes
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.

                                  ARTICLE XII

                                  MISCELLANEOUS

12.01    Trust Indenture Act Controls.

         If any provision of this Agreement limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties shall control.

12.02    Notices.

         Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telex, telecopier or overnight air courier guaranteeing next day delivery, to
the others' address:

         If to the Company and/or any Guarantor:

                  EaglePicher Incorporated
                  11201 North Tatum Boulevard
                  Suite 110
                  Phoenix, Arizona  85028
                  Telecopier No.:  (602) 652-9601
                  Attention:  David Krall, Esq.

<PAGE>

                                      -86-

         With a copy to:

                  Squire, Sanders & Dempsey L.L.P.
                  Two Renaissance Square
                  40 North Central Avenue
                  Suite 2700
                  Phoenix, Arizona  85004
                  Telecopier No.:  (602) 253-8129
                  Attention:  Christopher D. Johnson, Esq.

         If to the Trustee:

                  Wells Fargo Bank, National Association
                  707 Wilshire Blvd., 17th Floor
                  Los Angeles, California  90017
                  Telecopier:  (213) 614-3349
                  Attention:  Jeanie Mar

         The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

         All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

         Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

12.03    Communication by Holders of Notes with Other Holders of Notes.

         Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Agreement or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).
<PAGE>

                                      -87-

12.04    Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company to the Trustee to take
any action under this Agreement, the Company shall furnish to the Trustee:

                  (a)      an Officers' Certificate in form and substance
         reasonably satisfactory to the Trustee (which shall include the
         statements set forth in Section 12.05 hereof) stating that, in the
         opinion of the signers, all conditions precedent and covenants, if any,
         provided for in this Agreement relating to the proposed action have
         been satisfied; and

                  (b)      an opinion of counsel in form and substance
         reasonably satisfactory to the Trustee (which shall include the
         statements set forth in Section 12.05 hereof) stating that, in the
         opinion of such counsel, all such conditions precedent and covenants
         have been satisfied.

12.05    Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Agreement (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

                  (a)      a statement that the Person making such certificate
         or opinion has read such covenant or condition;

                  (b)      a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (c)      a statement that, in the opinion of such Person, he
         or she has made such examination or investigation as is necessary to
         enable him to express an informed opinion as to whether or not such
         covenant or condition has been satisfied; and

                  (d)      a statement as to whether or not, in the opinion of
         such Person, such condition or covenant has been satisfied.

12.06    Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

12.07    No Personal Liability of Directors, Officers, Employees and
         Stockholders.

         No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or any Guarantor under the Notes, the Note
Guarantees, this Agreement or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes and the Note Guarantees.

<PAGE>

                                      -88-

12.08    Governing Law.

         THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

12.09    No Adverse Interpretation of Other Agreements.

         This Agreement may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Agreement.

12.10    Successors.

         All agreements of the Company in this Agreement and the Notes shall
bind its successors. All agreements of the Trustee in this Agreement shall bind
its successors. All agreements of each Guarantor in this Agreement shall bind
its successors, except as otherwise provided in Sections 10.04 and 10.05.

12.11    Severability.

         In case any provision in this Agreement or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

12.12    Counterpart Originals.

         The parties may sign any number of copies of this Agreement. Each
signed copy shall be an original, but all of them together represent the same
agreement.

12.13    Table of Contents, Headings, etc.

         The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Agreement have been inserted for convenience of
reference only, are not to be considered a part of this Agreement and shall in
no way modify or restrict any of the terms or provisions hereof.

                         [Signatures on following pages]

<PAGE>

                                   SIGNATURES

Dated as of August 7, 2003

                            EAGLEPICHER INCORPORATED

                            By: ____________________________________________
                                Name:
                                Title:

                                      S-1

<PAGE>

                             [Guarantors Signature Blocks to be Provided by
                                 Squire, Sanders]

                                      S-2

<PAGE>

                             WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                as Trustee

                             By: ___________________________________________
                                 Name:
                                 Title:

                                      S-3

<PAGE>

                                   EXHIBIT A-1

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

                                 [FACE OF NOTE]

CUSIP No. [             ]
ISIN No. [             ]

               9 3/4% [Series A] [Series B] Senior Notes due 2013

No. ___                                                      $____________

                            EAGLEPICHER INCORPORATED

promises to pay to ____________________________________________________________

or registered assigns,

the principal sum of __________________________________________________________

Dollars on September 1, 2013.

Interest Payment Dates:  March 1 and September 1

Record Dates:  February 15 and August 15

                             EAGLEPICHER INCORPORATED

                             By: _____________________________________________
                                Name:
                                Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

Dated:  _____________, ____

Wells Fargo Bank, National Association, as Trustee

By:    __________________________________
       Authorized Signatory

                                     A-1-1

<PAGE>

                                 [BACK OF NOTE]

               9 3/4% [SERIES A] [SERIES B] SENIOR NOTES DUE 2013

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         Interest. EaglePicher Incorporated, an Ohio corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 9
3/4% per annum from August 7, 2003 until maturity and shall pay the Additional
Interest payable pursuant to Section 4 of the Registration Rights Agreement
referred to below. The Company will pay interest and Additional Interest
semi-annually in arrears on March 1 and September 1 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each, an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be March 1, 2004. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

         METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) and Additional Interest to the Persons who are registered
Holders of Notes at the close of business on the February 15 or August 15 next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes will
be payable as to principal, premium and Additional Interest, if any, and
interest at the office or agency of the Company maintained for such purpose
within or without the City and State of New York, or, at the option of the
Company, payment of interest and Additional Interest may be made by check mailed
to the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest, premium and Additional
Interest on, all Global Notes and all other Notes the Holders of which shall
have provided wire transfer instructions to the Company or the Paying Agent at
least ten Business Days prior to the applicable payment date. Such payment shall
be in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

         AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association,
the Trustee under the Indenture, will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.

         INDENTURE. The Company issued the Notes under an Indenture dated as of
August 7, 2003 ("Indenture") between the Company, the Guarantors listed on the
signature page therein (the "Guarantors") and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part

                                     A-1-2

<PAGE>

of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Initial Notes are obligations of the Company limited to $250.0
million in aggregate principal amount.

         OPTIONAL REDEMPTION.

         (a) Except as set forth in clause (b) below, the Company shall not have
the option to redeem the Notes pursuant to this paragraph prior to September 1,
2008. Thereafter, the Company shall have the option to redeem the Notes, in
whole or in part, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and
Additional Interest thereon, if any, to the applicable redemption date, if
redeemed during the 12-month period beginning on September 1 of the years
indicated below:

<TABLE>
<CAPTION>
Year                                             Percentage
----                                             ----------
<S>                                              <C>
2008........................................     104.875%
2009........................................     103.250%
2010........................................     101.625%
2011 and thereafter.........................     100.000%
</TABLE>

         (b)      Notwithstanding the provisions of clause (a) above, at any
time on or prior to September 1, 2006, the Company may on one or more occasions
redeem up to an aggregate of 35% of the principal amount of Notes issued under
the Indenture at a redemption price equal to 109.75% of the principal amount
thereof plus accrued and unpaid interest and Additional Interest thereon, if
any, to the redemption date with the net cash proceeds of one or more Equity
Offerings of the Company to the extent the net cash proceeds thereof are
contributed to the Company as a capital contribution to the common equity of the
Company; provided, however, that at least 65% of the aggregate principal amount
of the Notes remains outstanding immediately after the occurrence of such
redemption and that such redemption occurs within 90 days of the date of the
closing of such Equity Offering.

         MANDATORY REDEMPTION.

         The Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

         REPURCHASE AT OPTION OF HOLDER. Upon the occurrence of a Change of
Control, the Company shall be required to make an offer (a "Change of Control
Offer") to each Holder to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of each Holder's Notes at a purchase price equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest
and Additional Interest thereon, if any, to the date of purchase (the "Change of
Control Payment"). Within 30 days following any Change of Control, the Company
shall mail a notice to each Holder setting forth the procedures governing the
Change of Control Offer as required by the Indenture.

         NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

                                     A-1-3

<PAGE>

         DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the succeeding Interest Payment Date.

         PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.

         AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Note Guarantees or the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Notes and Additional Notes, if any, voting as a single class,
and any existing default or compliance with any provision of the Indenture, the
Note Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes and Additional Notes,
if any, voting as a single class. Without the consent of any Holder of a Note,
the Indenture, the Note Guarantees or the Notes may be amended or supplemented
to cure any ambiguity, defect or inconsistency; to provide for uncertificated
Notes in addition to or in place of certificated Notes or to alter the
provisions of Article II of the Indenture (including the related definitions) in
a manner that does not materially adversely affect any Holder; to provide for
the assumption of the Company's obligations to the Holders of the Notes in the
case of a merger or acquisition by a successor to the Company pursuant to
Article V of the Indenture; to release any Guarantor from any of its obligations
under its Note Guarantee or the Indenture (to the extent permitted by the
Indenture); to make any change that would that does not materially adversely
affect the legal rights hereunder of any Holder of the Notes; or to comply with
requirements of the SEC in order to effect or maintain the qualification of this
Agreement under the Trust Indenture Act.

         DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest or Additional Interest, if any, on the
Notes; (ii) default in payment when due of principal of or premium, if any, on
the Notes when the same becomes due and payable at maturity, upon redemption,
upon purchase, upon acceleration or otherwise; (iii) failure by the Company to
comply with any of its agreements or covenants described under Section 4.15 or
5.01 of the Indenture; (iv) failure by the Company for 60 days after notice to
the Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes (including Additional Notes, if any) then outstanding voting
as a single class to comply with certain other agreements in the Indenture; (v)
default under certain other agreements relating to an aggregate amount of
Indebtedness of the Company equal to or exceeding $10.0 million which default
results in, among other things, the acceleration of such Indebtedness prior to
its express maturity; (vi) certain final judgments for the payment of money in
excess of $10.0 million in the aggregate that remain undischarged for a period
of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the
Company or any of its Significant Subsidiaries; and (viii) except as permitted
by the Indenture, any Note Guarantee of a Significant Subsidiary ceases to be in
full force and effect or is declared null and void and unenforceable or is found
to be invalid or any Guarantor denies its liability under such Note Guarantee.
If any Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable. Notwithstanding the foregoing, in the case of
an Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or

                                     A-1-4

<PAGE>

notice. Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default (except a Default relating to the payment
of principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default and its consequences under the Indenture
except a continuing Default in the payment of interest on, premium and
Additional Interest, if any, or the principal of, the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any
Default, to deliver to the Trustee a statement specifying such Default.

         TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

         NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator
or stockholder of the Company or any Guarantor, as such, shall not have any
liability for any obligations of the Company or any Guarantor under the Notes,
the Note Guarantees or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Notes and the Guarantees.

         AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

         ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of August 7, 2003, between the Company and the parties named on the
signature pages thereof (the "Registration Rights Agreement").

         CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

                                     A-1-5

<PAGE>

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                  EaglePicher Incorporated
                  11201 North Tatum Boulevard
                  Suite 110
                  Phoenix, Arizona  85028
                  Attention:  David Krall, Esq.

                                     A-1-6

<PAGE>

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                                (Insert assignee's legal name)

_______________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
(Print or type assignee's name, address and zip code)

and irrevocably appoint _______________________________________________________
to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

Date:  ______________________

                  Your Signature: ______________________________________________
                    (Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:  ________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                     A-1-7

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

             [ ]Section 4.10              [ ] Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or 4.15 of the Indenture, state the amount you
elect to have purchased:

                                                          $____________

Date:  ______________________

                Your Signature:________________________________________________
                   (Sign exactly as your name appears on the face of this Note)

                Tax Identification No.: ______________________

Signature Guarantee*:  ________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                     A-1-8

<PAGE>

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
                                                              Principal Amount
                         Amount of           Amount of        [at maturity] of     Signature of
                        decrease in         increase in       this Global Note      authorized
                      Principal Amount    Principal Amount     following such       officer of
                      [at maturity] of    [at maturity] of      decrease (or      Trustee or Note
Date of Exchange      this Global Note    this Global Note       increase)           Custodian
----------------      ----------------    ----------------    ----------------    ---------------
<S>                   <C>                 <C>                 <C>                 <C>

</TABLE>

* This schedule should be included only if the Note is issued in global form.

                                     A-1-9

<PAGE>

                                   EXHIBIT A-2

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE NOTE
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT.
THE HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF EAGLEPICHER
INCORPORATED THAT (A) SUCH NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY (1) (A) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT),
PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A UNDER THE SECURITIES ACT, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144 OF THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES TO A FOREIGN
PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, (D) TO AN "ACCREDITED INVESTOR" WITHIN
THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") THAT IS PURCHASING AT
LEAST $100,000 OF THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN
INSTITUTIONAL ACCREDITED INVESTOR OR (E) IN ACCORDANCE WITH ANOTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED THAT IN THE
CASE OF A TRANSFER UNDER CLAUSE (E) SUCH TRANSFER IS SUBJECT TO THE RECEIPT BY
THE REGISTRAR (AND

                                      A-2-1

<PAGE>

THE COMPANY, IF IT SO REQUESTS) OF A CERTIFICATION OF THE TRANSFEROR AND AN
OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (2) TO EAGLEPICHER INCORPORATED OR ANY OF ITS SUBSIDIARIES OR
(3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND THE
INDENTURE GOVERNING THE NOTES AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTE EVIDENCED HEREBY
OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. IF ANY RESALE OR OTHER
TRANSFER OF ANY NOTE IS PROPOSED TO BE MADE UNDER CLAUSE (A)(1)(D) ABOVE WHILE
THESE TRANSFER RESTRICTIONS ARE IN FORCE THEN THE TRANSFEROR SHALL DELIVER A
LETTER FROM THE TRANSFEREE TO THE TRUSTEE WHICH SHALL PROVIDE, AMONG OTHER
THINGS, THAT THE TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR AND THAT IT
IS ACQUIRING THE SECURITIES FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT.

                                     A-2-2

<PAGE>

                  [FACE OF REGULATION S TEMPORARY GLOBAL NOTE]

CUSIP No. [           ]
ISIN No. [           ]

               9 3/4% [Series A] [Series B] Senior Notes due 2013

No. ___                                                   $____________

                            EAGLEPICHER INCORPORATED

promises to pay to  __________________________________________________________

or registered assigns,

the principal sum of __________________________________________________________

Dollars on September 1, 2013.

Interest Payment Dates:  March 1 and September 1

Record Dates:  February 15 and August 15

                                          EAGLEPICHER INCORPORATED

                                          By: _________________________________
                                              Name:
                                              Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

Dated:  _______________, ____

Wells Fargo Bank, National Association, as Trustee

By:    __________________________________
       Authorized Signatory

                                     A-2-3

<PAGE>

                  [BACK OF REGULATION S TEMPORARY GLOBAL NOTE]

               9 3/4% [SERIES A] [SERIES B] SENIOR NOTES DUE 2013

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         Interest. EaglePicher Incorporated, an Ohio corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 9
3/4% per annum from August 7, 2003 until maturity and shall pay the Additional
Interest payable pursuant to Section 4 of the Registration Rights Agreement
referred to below. The Company will pay interest and Additional Interest
semi-annually in arrears on March 1 and September 1 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each, an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be March 1, 2004. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

         METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) and Additional Interest to the Persons who are registered
Holders of Notes at the close of business on the February 15 or August 15 next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes will
be payable as to principal, premium and Additional Interest, if any, and
interest at the office or agency of the Company maintained for such purpose
within or without the City and State of New York, or, at the option of the
Company, payment of interest and Additional Interest may be made by check mailed
to the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest, premium and Additional
Interest on, all Global Notes and all other Notes the Holders of which shall
have provided wire transfer instructions to the Company or the Paying Agent at
least ten Business Days prior to the applicable payment date. Such payment shall
be in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

         AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association,
the Trustee under the Indenture, will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.

         INDENTURE. The Company issued the Notes under an Indenture dated as of
August 7, 2003 ("Indenture") between the Company, the Guarantors listed on the
signature page therein (the "Guarantors") and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part

                                     A-2-4
<PAGE>

of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Initial Notes are obligations of the Company limited to $250.0
million in aggregate principal amount.

         OPTIONAL REDEMPTION.

         (a)      Except as set forth in clause (b) below, the Company shall not
have the option to redeem the Notes prior to September 1, 2008. Thereafter, the
Company shall have the option to redeem the Notes, in whole or in part, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Additional Interest thereon, if any, to the
applicable redemption date, if redeemed during the 12-month period beginning on
September 1 of the years indicated below:

<TABLE>
<CAPTION>
              Year                 Percentage
              ----                 ----------
<S>                                <C>
2008...........................     104.875%
2009...........................     103.250%
2010...........................     101.625%
2011 and thereafter............     100.000%
</TABLE>

         (b)      Notwithstanding the provisions of clause (a) above, at any
time on or prior to September 1, 2006, the Company may on one or more occasions
redeem up to an aggregate of 35% of the principal amount of Notes issued under
the Indenture at a redemption price equal to 109.75% of the principal amount
thereof plus accrued and unpaid interest and Additional Interest thereon, if
any, to the redemption date with the net cash proceeds of one or more Equity
Offerings of the Company to the extent the net cash proceeds thereof are
contributed to the Company as a capital contribution to the common equity of the
Company; provided, however, that at least 65% of the aggregate principal amount
of the Notes remains outstanding immediately after the occurrence of such
redemption and that such redemption occurs within 90 days of the date of the
closing of such Equity Offering.

         MANDATORY REDEMPTION.

         The Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

         REPURCHASE AT OPTION OF HOLDER. Upon the occurrence of a Change of
Control, the Company shall be required to make an offer (a "Change of Control
Offer") to each Holder to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of each Holder's Notes at a purchase price equal to
101% of the aggregate principal amount thereof plus accrued and unpaid interest
and Additional Interest thereon, if any, to the date of purchase (the "Change of
Control Payment"). Within 30 days following any Change of Control, the Company
shall mail a notice to each Holder setting forth the procedures governing the
Change of Control Offer as required by the Indenture.

         NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

                                     A-2-5
<PAGE>

         DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the succeeding Interest Payment Date.

         PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.

         AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Note Guarantees or the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Notes and Additional Notes, if any, voting as a single class,
and any existing default or compliance with any provision of the Indenture, the
Note Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes and Additional Notes,
if any, voting as a single class. Without the consent of any Holder of a Note,
the Indenture, the Note Guarantees or the Notes may be amended or supplemented
to cure any ambiguity, defect or inconsistency; to provide for uncertificated
Notes in addition to or in place of certificated Notes or to alter the
provisions of Article II of the Indenture (including the related definitions) in
a manner that does not materially adversely affect any Holder; to provide for
the assumption of the Company's obligations to the Holders of the Notes in the
case of a merger or acquisition by a successor to the Company pursuant to
Article V of the Indenture; to release any Guarantor from any of its obligations
under its Note Guarantee or the Indenture (to the extent permitted by the
Indenture); to make any change that would that does not materially adversely
affect the legal rights hereunder of any Holder of the Notes; or to comply with
requirements of the SEC in order to effect or maintain the qualification of this
Agreement under the Trust Indenture Act.

         DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest or Additional Interest, if any, on the
Notes; (ii) default in payment when due of principal of or premium, if any, on
the Notes when the same becomes due and payable at maturity, upon redemption,
upon purchase, upon acceleration or otherwise; (iii) failure by the Company to
comply with any of its agreements or covenants described under Section 4.15 or
5.01 of the Indenture; (iv) failure by the Company for 60 days after notice to
the Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes (including Additional Notes, if any) then outstanding voting
as a single class to comply with certain other agreements in the Indenture; (v)
default under certain other agreements relating to an aggregate amount of
Indebtedness of the Company equal to or exceeding $10.0 million which default
results in, among other things, the acceleration of such Indebtedness prior to
its express maturity; (vi) certain final judgments for the payment of money in
excess of $10.0 million in the aggregate that remain undischarged for a period
of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the
Company or any of its Significant Subsidiaries; and (viii) except as permitted
by the Indenture, any Note Guarantee of a Significant Subsidiary ceases to be in
full force and effect or is declared null and void and unenforceable or is found
to be invalid or any Guarantor denies its liability under such Note Guarantee.
If any Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable. Notwithstanding the foregoing, in the case of
an Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or

                                     A-2-6
<PAGE>

notice. Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default (except a Default relating to the payment
of principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default and its consequences under the Indenture
except a continuing Default in the payment of interest on, premium and
Additional Interest, if any, or the principal of, the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any
Default, to deliver to the Trustee a statement specifying such Default.

         TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

         NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator
or stockholder of the Company or any Guarantor, as such, shall not have any
liability for any obligations of the Company or any Guarantor under the Notes or
the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes and the Guarantees.

         AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

         ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of August 7, 2003, between the Company and the parties named on the
signature pages thereof (the "Registration Rights Agreement").

         CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

                                     A-2-7
<PAGE>

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                  EaglePicher Incorporated
                  11201 North Tatum Boulevard
                  Suite 110
                  Phoenix, Arizona 85028
                  Attention: David Krall, Esq.

                                     A-2-8
<PAGE>

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                               (Insert assignee's legal name)

________________________________________________________________________________
(Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________

to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date: ______________________

                                       Your Signature:__________________________
                                              (Sign exactly as your name appears
                                                       on the face of this Note)

Signature Guarantee*: ________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                     A-2-9
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

              [ ] Section 4.10                     [ ] Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or 4.15 of the Indenture, state the amount you
elect to have purchased:

                               $_________________

Date: ______________________

                                       Your Signature:__________________________
                                              (Sign exactly as your name appears
                                                       on the face of this Note)

                                       Tax Identification No.:__________________

Signature Guarantee*: ________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                     A-2-10
<PAGE>

          SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE*

         The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or of other Restricted Global Notes
for an interest in this Regulation S Temporary Global Note, have been made:

<TABLE>
<CAPTION>
                                                                  Principal Amount
                             Amount of           Amount of        [at maturity] of     Signature of
                            decrease in         increase in       this Global Note      authorized
                          Principal Amount    Principal Amount     following such       officer of
                          [at maturity] of    [at maturity] of      decrease (or      Trustee or Note
Date of Exchange          this Global Note    this Global Note       increase)           Custodian
----------------          ----------------    ----------------    ----------------    ---------------
<S>                       <C>                 <C>                 <C>                 <C>
</TABLE>

* This schedule should be included only if the Note is issued in global form.

                                     A-2-11
<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

EaglePicher Incorporated
11201 North Tatum Boulevard
Suite 110
Phoenix, Arizona 85028
Attention: David Krall, Esq.

Wells Fargo Bank, National Association
707 Wilshire Blvd., 17th Floor
Los Angeles, California 90017
Attention: Jeanie Mar

         Re: 9-3/4% Senior Notes due 2013

         Reference is hereby made to the Indenture, dated as of August 7, 2003
(the "Indenture"), between EaglePicher Incorporated, as issuer (the "Company"),
the Guarantors listed on the signature page therein and Wells Fargo Bank,
National Association, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

         ___________________ (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

         (1)      [ ]      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO
RULE 144A. The Transfer is being effected pursuant to and in accordance with
Rule 144A under the United States Securities Act of 1933, as amended (the
"Securities Act"), and, accordingly, the Transferor hereby further certifies
that the beneficial interest or Definitive Note is being transferred to a Person
that the Transferor reasonably believed and believes is purchasing the
beneficial interest or Definitive Note for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is a "qualified institutional buyer"
within the meaning of Rule 144A in a transaction meeting the requirements of
Rule 144A and such Transfer is in compliance with any applicable blue sky
securities laws of any state of the United States. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the 144A Global
Note and/or the Definitive Note and in the Indenture and the Securities Act.

         (2)      [ ]      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE TEMPORARY REGULATION S GLOBAL NOTE, THE REGULATION S
GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a person in the United States and (x) at
the time the buy order was originated, the

                                      B-1
<PAGE>

Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an initial
purchaser). Upon consummation of the proposed transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on Transfer enumerated in the Private
Placement Legend printed on the Regulation S Global Note, the Temporary
Regulation S Global Note and/or the Definitive Note and in the Indenture and the
Securities Act.

         (3)      [ ]      CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY
OF A BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO
ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

         (a)      [ ]      such Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act;

         or

         (b)      [ ]      such Transfer is being effected to the Company or a
subsidiary thereof;

         or

         (c)      [ ]      such Transfer is being effected pursuant to an
effective registration statement under the Securities Act and in compliance with
the prospectus delivery requirements of the Securities Act;

         or

         (d)      [ ]      such Transfer is being effected to an Institutional
Accredited Investor and pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904,
and the Transferor hereby further certifies that it has not engaged in any
general solicitation within the meaning of Regulation D under the Securities Act
and the Transfer complies with the transfer restrictions applicable to
beneficial interests in a Restricted Global Note or Restricted Definitive Notes
and the requirements of the exemption claimed, which certification is supported
by (1) a certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) an opinion of counsel provided by the Transferor or the
Transferee (a copy of which the Transferor has attached to this certification),
to the effect that such Transfer is in compliance with the Securities Act. Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the IAI Global Note and/or the Definitive Notes and in the
Indenture and the Securities Act.

         (4)      [ ]      CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY
OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED
DEFINITIVE NOTE.

         (a)      [ ]      CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer

                                      B-2
<PAGE>

restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

         (b)      [ ]      CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i)
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

         (c)      [ ]      CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i)
The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144,
Rule 903 or Rule 904 and in compliance with the transfer restrictions contained
in the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                       _________________________________________
                                              [Insert Name of Transferor]

                                    By: ________________________________________
                                        Name:
                                        Title:

Dated: ______________________

                                      B-3
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

         (a)      [ ]      a beneficial interest in the:

                  (i)      [ ]      144A Global Note (CUSIP_______), or

                  (ii)     [ ]      Regulation S Global Note (CUSIP_______), or

                  (iii)    [ ]      IAI Global Note (CUSIP_______); or

         (b)      [ ]      a Restricted Definitive Note.

After the Transfer the Transferee will hold:

[CHECK ONE]

         (a)      [ ]      a beneficial interest in the:

                  (i)      [ ]      144A Global Note (CUSIP_______), or

                  (ii)     [ ]      Regulation S Global Note (CUSIP_______), or

                  (iii)    [ ]      IAI Global Note (CUSIP_______); or

                  (iv)     [ ]      Unrestricted Global Note (CUSIP_______); or

         (b)      [ ]      a Restricted Definitive Note; or

         (c)      [ ]      an Unrestricted Definitive Note,

                  in accordance with the terms of the Indenture.

                                      B-4
<PAGE>

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

EaglePicher Incorporated
11201 North Tatum Boulevard
Suite 110
Phoenix, Arizona 85028
Attention: David Krall, Esq.

Wells Fargo Bank, National Association
707 Wilshire Blvd., 17th Floor
Los Angeles, California 90017
Attention: Jeanie Mar

         Re: 9-3/4% Senior Notes due 2013

(CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of August 7, 2003
(the "Indenture"), between EaglePicher Incorporated, as issuer (the "Company"),
the Guarantors listed on the signature page therein and Wells Fargo Bank,
National Association, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

         __________________________ (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

         (1)      EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE.

         (a)      [ ]      CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

         (b)      [ ]      CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note in an equal principal amount, the Owner hereby
certifies (i) the Definitive Note is being acquired for the Owner's own account
without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain

                                      C-1
<PAGE>

compliance with the Securities Act and (iv) the Definitive Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (c)      [ ]      CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note in an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner's own
account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.

         (d)      [ ]      CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note in an equal
principal amount, the Owner hereby certifies (i) the Unrestricted Definitive
Note is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Unrestricted Definitive Note is
being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.

         (2)      EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES.

         (a)      [ ]      CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note in an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

         (b)      [ ]      CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner's Restricted Definitive Note for a beneficial interest in
the [CHECK ONE] [ ] 144A Global Note, [ ] Regulation S Global Note, [ ] IAI
Global Note in an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

                                      C-2
<PAGE>

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                       _________________________________________
                                              [Insert Name of Transferor]

                                    By: ________________________________________
                                        Name:
                                        Title:

Dated: ______________________

                                      C-3
<PAGE>

                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

EaglePicher Incorporated
11201 North Tatum Boulevard
Suite 110
Phoenix, Arizona 85028
Attention: David Krall, Esq.

Wells Fargo Bank, National Association
707 Wilshire Blvd., 17th Floor
Los Angeles, California 90017
Attention: Jeanie Mar

         Re: 9-3/4% Senior Notes due 2013

(CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of August 7, 2003
(the "Indenture"), between EaglePicher Incorporated, as issuer (the "Company"),
the Guarantors listed on the signature page therein and Wells Fargo Bank,
National Association, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount of:

         (a)      [ ]      a beneficial interest in a Global Note, or

         (b)      [ ]      a Definitive Note,

         we confirm that:

         We understand that any subsequent transfer of the Notes or any interest
therein is subject to certain restrictions and conditions set forth in the
Indenture and the undersigned agrees to be bound by, and not to resell, pledge
or otherwise transfer the Notes or any interest therein except in compliance
with, such restrictions and conditions and the United States Securities Act of
1933, as amended (the "Securities Act").

         We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an opinion of counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities

                                      D-1
<PAGE>

Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

         We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.

         We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

         We are acquiring the Notes or beneficial interest therein purchased by
us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                       _________________________________________
                                              [Insert Name of Transferor]

                                    By: ________________________________________
                                        Name:
                                        Title:

Dated: ______________________

                                      D-2
<PAGE>

                                    EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, fully and
unconditionally guaranteed, to the extent set forth in the Indenture (defined
below) and subject to the provisions in the Indenture dated as of August 7, 2003
(the "Indenture") among EaglePicher Incorporated, the Guarantors listed on the
signature pages thereto and Wells Fargo Bank, National Association, as trustee
(the "Trustee"), (a) the due and punctual payment of the principal of, premium
and Additional Interest, if any, and interest on the Notes (as defined in the
Indenture), whether at maturity, by acceleration, redemption or otherwise, the
due and punctual payment of interest on overdue principal and premium, and, to
the extent permitted by law, interest, and the due and punctual performance of
all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, that
the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. The obligations of the Guarantors to the Holders of
Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are
expressly set forth in Article X of the Indenture and reference is hereby made
to the Indenture for the precise terms of the Note Guarantee. Each Holder of a
Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to
take such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose; provided, however, that the
Indebtedness evidenced by this Note Guarantee shall cease to be so subordinated
and subject in right of payment upon any defeasance of this Note in accordance
with the provisions of the Indenture.

                                             [Guarantors' Signature Blocks to be
                                                 Provided by Squire, Sanders]

                                      E-1
<PAGE>

                                    EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of ____________________ (or its permitted successor), a [Delaware]
corporation (the "Company"), the Company, the other Guarantors (as defined in
the Indenture referred to herein) and Wells Fargo Bank, National Association, as
trustee under the indenture referred to below (the "Trustee").

                              W I T N E S S E T H:

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of August 7, 2003 providing for
the issuance of an aggregate principal amount of up to $250,000,000 of 9-3/4%
Senior Notes due 2013 (the "Notes");

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

         WHEREAS, pursuant to Section 4.18 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

         AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as
follows:

         (a)      Along with all Guarantors named in the Indenture, to jointly
and severally Guarantee to each Holder of a Note authenticated and delivered by
the Trustee and to the Trustee and its successors and assigns, the Notes or the
obligations of the Company hereunder or thereunder, that:

                  (i)      the principal of and interest on the Notes will be
         promptly paid in full when due, whether at maturity, by acceleration,
         redemption or otherwise, and interest on the overdue principal of and
         interest on the Notes, if any, if lawful, and all other obligations of
         the Company to the Holders or the Trustee hereunder or thereunder will
         be promptly paid in full or performed, all in accordance with the terms
         hereof and thereof; and

                  (ii)     in case of any extension of time of payment or
         renewal of any Notes or any of such other obligations, that same will
         be promptly paid in full when due or performed in accordance with the
         terms of the extension or renewal, whether at stated maturity, by
         acceleration or otherwise. Failing payment when due of any amount so
         guaranteed or any performance so guar-

                                       F-1
<PAGE>

         anteed for whatever reason, the Guarantors shall be jointly and
         severally obligated to pay the same immediately.

         (b)      The obligations hereunder shall be full and unconditional,
irrespective of the validity or enforceability of the Notes or the Indenture,
the absence of any action to enforce the same, any waiver or consent by any
Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor.

         (c)      The following is hereby waived: diligence, presentment, demand
of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever.

         (d)      This Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and the Indenture, and the
Guaranteeing Subsidiary accepts all obligations of a Guarantor under the
Indenture.

         (e)      If any Holder or the Trustee is required by any court or
otherwise to return to the Company, the Guarantors, or any Custodian, Trustee,
liquidator or other similar official acting in relation to either the Company or
the Guarantors, any amount paid by either to the Trustee or such Holder, this
Note Guarantee, to the extent theretofore discharged, shall be reinstated in
full force and effect.

         (f)      The Guaranteeing Subsidiary shall not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.

         (g)      As between the Guarantors, on the one hand, and the Holders
and the Trustee, on the other hand, (x) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article VI of the Indenture
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article VI of the Indenture, such obligations
(whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Note Guarantee.

         (h)      The Guarantors shall have the right to seek contribution from
any non-paying Guarantor so long as the exercise of such right does not impair
the rights of the Holders under the Guarantee.

         (i)      Pursuant to Section 10.02 of the Indenture, after giving
effect to any maximum amount and any other contingent and fixed liabilities that
are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and
after giving effect to any collections from, rights to receive contribution from
or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under Article X of the Indenture, this new
Note Guarantee shall be limited to the maximum amount permissible such that the
obligations of such Guarantor under this Note Guarantee will not constitute a
fraudulent transfer or conveyance.

         EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the
Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

                                       F-2
<PAGE>

         GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

         (j)      The Guaranteeing Subsidiary may not consolidate with or merge
with or into (whether or not such Guarantor is the surviving Person) another
corporation, Person or entity whether or not affiliated with such Guarantor
unless:

                  (i)      subject to Sections 10.04 and 10.05 of the Indenture,
         the Person formed by or surviving any such consolidation or merger (if
         other than a Guarantor or the Company) unconditionally assumes all the
         obligations of such Guarantor, pursuant to a supplemental indenture in
         form and substance reasonably satisfactory to the Trustee, under the
         Notes, the Indenture and the Note Guarantee on the terms set forth
         herein or therein; and

                  (ii)     immediately after giving effect to such transaction,
         no Default or Event of Default exists.

         (k)      In case of any such consolidation, merger, sale or conveyance
and upon the assumption by the successor corporation, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the Note Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of the Indenture to be
performed by the Guarantor, such successor corporation shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor corporation thereupon may cause to be
signed any or all of the Note Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee. All the Note Guarantees so issued shall in all
respects have the same legal rank and benefit under the Indenture as the Note
Guarantees theretofore and thereafter issued in accordance with the terms of the
Indenture as though all of such Note Guarantees had been issued at the date of
the execution hereof.

         (l)      Except as set forth in Articles IV and V and Section 10.04 of
Article X of the Indenture, and notwithstanding clauses (a) and (b) above,
nothing contained in the Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or shall prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.

         RELEASES.

         (m)      In the event of a sale or other disposition of all of the
assets of any Subsidiary Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the Equity Interests of any
Subsidiary Guarantor then held by the Company and the Restricted Subsidiaries,
or the Company properly designates any Restricted Subsidiary that is a
Subsidiary Guarantor as an Unrestricted Subsidiary or any Subsidiary Guarantor
is released from its Guarantees of Indebtedness of the Company such that such
Subsidiary Guarantor would not be required to provide a Guarantee of the Notes
under Section 4.18 of the Indenture, then such Subsidiary Guarantor (in the
event of a sale or other disposition, by way of merger, consolidation or
otherwise, of all of the Equity Interests of such Subsidiary Guarantor) or the
corporation acquiring the property (in the event of a sale or other disposition
of all or substantially all of the assets of such Subsidiary Guarantor) will be
released and relieved of any obligations under its Note Guarantee; provided,
however, that the Net Available Proceeds of such sale or other disposition are
applied in accordance with the applicable provisions of the Indenture, to the
extent required thereby. Upon delivery by the Company to the Trustee of an
Officers' Certificate and an opinion of counsel to the effect that such sale or
other disposition was made by the Company in accordance with the provisions of
the Indenture,

                                      F-3
<PAGE>

the Trustee shall execute any documents reasonably required in order to evidence
the release of any Subsidiary Guarantor from its obligations under its Note
Guarantee.

         (n)      Any Subsidiary Guarantor not released from its obligations
under its Note Guarantee shall remain liable for the full amount of principal of
and interest on the Notes and for the other obligations of any Guarantor under
the Indenture as provided in Article X of the Indenture.

         NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes and the
Guarantees. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the Securities and Exchange
Commission that such a waiver is against public policy.

         NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         COUNTERPARTS The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

         THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

                                      F-4
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

Dated: _______________, ____

                                         [GUARANTEEING SUBSIDIARY]

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         [Guarantors' Signature Blocks to be
                                            Provided by Squire, Sanders]

                                       F-5
<PAGE>

                                                                      SCHEDULE I

                             SCHEDULE OF GUARANTORS

         The following schedule lists each Guarantor under the Indenture as of
the Issue Date:

[List of Guarantors to be Provided by Squire, Sanders]

                                      F-1

</TEXT>
</DOCUMENT>
