##### 



EXHIBIT 10.2 SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of March 31, 2004 (the
Amendment), among EAGLEPICHER HOLDINGS, INC., a Delaware corporation
(Holdings) and EAGLEPICHER INCORPORATED, an Ohio corporation (the
Borrower), the Tranche B Lenders (each a Tranche B Lenderand collectively,
the  Tranche B Lenders) and HARRIS TRUST AND SAVINGS BANK, as Administrative
Agent (in such capacity, the Agent). All terms used herein which are not
otherwise specifically defined herein shall have the same meaning herein as
defined in the Credit Agreement as further amended hereby. W I T N E S S E T H: WHEREAS, Holdings, the Borrower, the Tranche B Lenders, the Agent and the
other lenders party thereto are parties to that certain Credit Agreement, dated
as of August 7, 2003, as amended (the Credit Agreement); and WHEREAS, the Borrower has requested that the Applicable Rate with respect
to Tranche B Term Loans be amended, and that certain other amendments be made
to the Credit Agreement; and WHEREAS, the Tranche B Lenders and the Agents party hereto, are willing to
so amend the Credit Agreement, subject to the terms and conditions hereinafter
set forth; NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally
bound thereby, covenant and agree as follows: SECTION 1. AMENDMENTS. Subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement shall be and hereby is amended as
follows: 1.1. Applicable Rate Definition.The definition of Applicable Rate
in Section 1.1 of the Credit Agreement shall be amended by deleting the
phrase (a) with respect to any Tranche B Term Loan, (i) 2.50% per annum,
in the case of an ABR Loan, or (ii) 3.50% per annum, in the case of a
Eurodollar Loan therein and replacing such with the phrase (a) with
respect to any Tranche B Term Loan, (i) 2.00% per annum, in the case of
an ABR Loan, or (ii) 3.00% per annum, in the case of a Eurodollar Loan
in lieu thereof. SECTION 2. CONDITIONS PRECEDENT. The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:




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2.1. The Borrower, the Agent and the Tranche B Lenders shall have
executed and delivered this Amendment. 2.2. The Agent shall have received copies (executed or certified, as
may be appropriate) of all legal documents or proceedings taken in
connection with the execution and delivery of this Amendment to the
extent the Agent or its counsel may reasonably request. 2.3. Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Agent and its counsel. SECTION 3. REPRESENTATIONS. In order to induce the Tranche B Lenders to execute and deliver this
Amendment, the Borrower hereby represents to the Tranche B Lenders that as of
the date hereof the representations and warranties set forth in Article III of
the Credit Agreement are and shall be and remain true and correct (except that
the representations contained in Section 3.04 shall be deemed to refer to the
most recent financial statements of the Borrower delivered to the Agent) and
the Borrower is in compliance with the terms and conditions of the Credit
Agreement and no Default or Event of Default has occurred and is continuing
under the Credit Agreement or shall result after giving effect to this
Amendment. SECTION 4. MISCELLANEOUS. 4.1. The Borrower heretofore executed and delivered to the Agent the
Collateral Agreement and certain other collateral documents. The Borrower
hereby acknowledges and agrees that the Liens created and provided for by the
Collateral Agreement continues to secure, among other things, the Obligations
arising under the Credit Agreement as amended hereby; and the Collateral
Agreement and the rights and remedies of the Agent thereunder, the obligations
of the Borrower thereunder, and the Liens created and provided for thereunder
remain in full force and effect and shall not be affected, impaired or
discharged hereby. Nothing herein contained shall in any manner affect or
impair the priority of the liens and security interests created and provided
for by the Collateral Agreement as to the indebtedness which would be secured
thereby prior to giving effect to this Amendment. 4.2. Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
any note, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made
pursuant to or with respect to the Credit Agreement, any reference in any of
such items to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby. 4.3. The Borrower agrees to pay on demand all costs and expenses of or
incurred by the Agent in connection with the negotiation, preparation,
execution and delivery of this Amendment, including the fees and expenses of
counsel for the Agent. - 2 -




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4.4. This Amendment may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of New York. [SIGNATURE PAGE TO FOLLOW] - 3 -




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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written. EAGLEPICHER HOLDINGS, INC.By
    /s/ Thomas R. PilholskiName:
    Thomas R. PilholskiTitle:
    Senior Vice President and
Chief Financial Officer EAGLEPICHER INCORPORATEDBy
    /s/ Thomas R. PilholskiName:
    Thomas R. PilholskiTitle:
    Senior Vice President and
Chief Financial Officer HARRIS TRUST AND SAVINGS BANK, individually and as AgentBy
    /s/ Danjuma GibsonName:
    Danjuma GibsonTitle:
    Vice President UBS AG, STAMFORD BRANCHBy
    /s/ Wilfred V. SaintName:
    Wilfred V. SaintTitle:
    Director Banking Products
Services, US By
    /s/ Anthony N. JosephName:
    Anthony N. JosephTitle:
    Associate Director Banking
Products Services, US GENERAL ELECTRIC CAPITAL CORPORATIONBy
    /s/ Larry FaveName:
    Larry FaveTitle:
    Authorized Signatory - 4 -




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BANK ONE, NA, with its main office in Chicago, IllinoisBy
    /s/ Steven J. KrakoskiName:
    Steven J. KrakoskiTitle:
    First Vice President PROVIDENT BANKBy
    /s/ Richard E. WirthlinName:
    Thomas R. PilholskiTitle:
    Senior Vice President CREDIT INDUSTRIAL ET COMMERCIALBy
    /s/ Anthony RockName:
    Anthony RockTitle:
    Vice President By

/s/ Brian OLearyName:
    Brian OLearyTitle:
    Vice President RZB FINANCE LLC, CONNECTICUT OFFICEBy
    /s/ Astrid WilkeName:
    Astrid WilkeTitle:
    Vice President By
    /s/ Christoph HoedlName:
    Christoph HoedlTitle:
    Vice President GOLDENTREE LOAN OPPORTUNITIES II, LIMITED 
BY: GOLDENTREE ASSET MANAGEMENT, LPBy
    /s/ Frederick S. HadadName:
    Frederick S. HaddadTitle: - 5 -




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UNION SQUARE CDO LTD.By
    /s/ unreadableName:Title: AMARA-I FINANCE, LTD.
BY: PATRIARCH PARTNERS XI, LLC,
ITS MANAGING AGENTBy
    /s/ Lynn TiltonName:
    Lynn TiltonTitle:
    Manager AMARA 2 FINANCE, LTD.
BY: PATRIARCH PARTNERS XI, LLC,
ITS MANAGING AGENTBy
    /s/ Lynn TiltonName:
    Lynn TiltonTitle:
    Manager INVESCO EUROPEAN CDO I S.A.BY: INVESCO SENIOR SECURED
MANAGEMENT, INC., AS COLLATERAL MANAGERBy
    /s/ Joseph RotondoName:
    Joseph RotondoTitle:
    Authorized Signatory AVALON CAPITAL LTD.BY: INVESCO SENIOR SECURED
MANAGEMENT, INC., AS PORTFOLIO
ADVISORBy
    /s/ Joseph RotondoName:
    Joseph RotondoTitle:
    Authorized Signatory - 6 -




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AVALON CAPITAL LTD. 2BY: INVESCO SENIOR SECURED
MANAGEMENT, INC., AS PORTFOLIO ADVISORBy
    /s/ Joseph RotondoName:
    Joseph RotondoTitle:
    Authorized Signatory CHARTER VIEW PORTFOLIOBY: INVESCO SENIOR SECURED MANAGEMENT, 
INC., AS INVESTMENT ADVISORBy
    /s/ Joseph RotondoName:
    Joseph RotondoTitle:
    Authorized Signatory DIVERSIFIED CREDIT PORTFOLIO LTD.BY: INVESCO SENIOR SECURED
MANAGEMENT, INC., AS INVESTMENT ADVISORBy
    /s/ Joseph RotondoName:
    Joseph RotondoTitle:
    Authorized Signatory AIM FLOATING RATE FUNDBY: INVESCO SENIOR SECURED
MANAGEMENT, INC., AS SUB-ADVISORBy
    /s/ Joseph RotondoName:
    Joseph RotondoTitle:
    Authorized Signatory SEQUILS-LIBERTY, LTD.BY: INVESCO SENIOR SECURED
MANAGEMENT, INC., AS COLLATERAL MANAGERBy
    /s/ Joseph RotondoName:
    Joseph RotondoTitle:
    Authorized Signatory - 7 -




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SAGAMORE CLO LTD.BY: INVESCO SENIOR SECURED
MANAGEMENT, INC., AS COLLATERAL MANAGERBy
    /s/ Joseph RotondoName:
    Joseph RotondoTitle:
    Authorized Signatory SARATOGA CLO I, LIMITEDBY: INVESCO SENIOR SECURED
MANAGEMENT, INC., AS ASSET MANAGERBy
    /s/ Joseph RotondoName:
    Joseph RotondoTitle:
    Authorized Signatory FOREST CREEK CLO, LTD.By
    /s/ Danjuma GibsonName:
    Danjuma GibsonTitle:
    Vice President ROSEMONT CLO, LTD.By
    /s/ Danjuma GibsonName:
    Danjuma GibsonTitle:
    Vice President BRYN MAWR CLO, LTD.By
    /s/ Danjuma GibsonName:
    Danjuma GibsonTitle:
    Vice President SEQUILS-CUMBERLAND I, LTD.By
    /s/ Danjuma GibsonName:
    Danjuma GibsonTitle:
    Vice President OLYMPIC FUNDING TRUST, SERIES 1999-1By
    /s/ Ann E. MorrisName:
    Ann E. MorrisTitle:
    Authorized Agent - 8 -




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MUIRFIELD TRADING LLCBy
    /s/ Ann E. MorrisName:
    Ann E. MorrisTitle:
    Authorized Agent GULF STREAM-COMPASS CLO 2003-1, LTD.By
    /s/ Barry K. LoveName:
    Barry K. LoveTitle:
    Chief Credit Officer APEX (TRIMARAN) CDO 1, LTD.
BY: TRIMARAN ADVISORS, L.L.C.By
    /s/ David M. MillisonName:
    David M. MillisonTitle:
    Managing Director STELLAR FUNDING, LTD.By
    /s/ Kaitlin TrinhName:
    Kaitlin TrinhTitle:
    Fund Controller VENTURE CDO 2002, LIMITEDBY ITS INVESTMENT ADVISORS MJX ASSET MANAGEMENT LLCBy
    /s/ Hans L. ChristensenName:
    Hans L. ChristensenTitle:
    Chief Investment Officer VENTURE II CDO 2002, LIMITEDBY ITS INVESTMENT ADVISORS MJX ASSET MANAGEMENT LLCBy
    /s/ Hans L. ChristensenName:
    Hans L. ChristensenTitle:
    Chief Investment Officer - 9 -




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DENALI CAPITAL CLO I, LTD.BY: DENALI CAPITAL LLC, MANAGING
MEMBER OF DC FUNDING PARTNERS,
PROTFOLIO MANAGER FOR DENALI
CAPITAL CLO I, LTD., OR AN
AFFILIATEBy
    /s/ John P. ThackerName:
    John P. ThackerTitle:
    Chief Credit Officer DENALI CAPITAL CLO III, LTD.BY: DENALI CAPITAL LLC, MANAGING
MEMBER OF DC FUNDING PARTNERS,
PROTFOLIO MANAGER FOR DENALI
CAPITAL CLO III, LTD., OR AN
AFFILIATEBy
    /s/ John P. ThackerName:
    John P. ThackerTitle:
    Chief Credit Officer MOUNTAIN CAPITAL CLO II LTD.By
    /s/ Chris SiddonsName:
    Chris SiddonsTitle:
    Director CLYDESDALE CLO 2003 LTD.NOMURA RESEARCH AND ASSET MANAGEMENT INC., AS AGENTBy
    /s/ unreadableName:Title: CLYDESDALE CLO 2001-1 LTD.NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT INC., AS COLLATERAL
MANAGERBy
    /s/ unreadableName:Title: - 10 -




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NOMURA BOND & LOAN FUND
BY: UFJ TRUST BANK LIMITED AS TRUSTEEBY: NOMURA CORPORATE RESEARCH AND
ASSET MANAGEMENT INC. ATTORNEY IN FACTBy
    /s/ unreadableName:Title: HEWETTS ISLAND CDO, LTD.BY: CYPRESSTREE INVESTMENT MANAGEMENT
COPANY, INC., AS PROTFOLIO MANAGERBy
    /s/ Jeffrey MegarName:
    Jeffrey MegarTitle:
    Director CLOSE INTERNATIONAL CUSTODY SERVICES
LIMITED AS CUSTODIAN OF
CYPRESSTREE INTERNATIONAL LOAN
HOLDING COMPANY LIMITED BY
CYPRESSTREE STRATEGIC DEBT
MANAGEMENT CO., INC. AS INVESTMENT
ADVISORBy
    /s/ Michelle L. PattersonName:
    Michelle L. PattersonTitle:
    Investment Analyst By
    /s/ Jeffrey MegarName:
    Jeffrey MegarTitle:
    Director PUTNAM VARIABLE TRUST-PVT HIGH YIELD FUNDBy
    /s/ unreadableName:Title: PUTNAM DIVERSIFIED INCOME TRUSTBy
    /s/ unreadableName:Title: - 11 -




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PUTNAM HIGH YIELD ADVANTAGE FUNDBy
    
    /s/ unreadableName:Title:PUTNAM HIGH YIELD TRUSTBy
    
    /s/ unreadableName:Title:PUTNAM VARIABLE TRUST-PVT DIVERSIFIED INCOME FUNDBy
    
    /s/ unreadableName:Title:PUTNAM PREMIER INCOME TRUSTBy
    
    /s/ unreadableName:Title:PUTNAM MASTER INTERMEDIATE INCOME TRUSTBy
    
    /s/ unreadableName:Title:PUTNAM MASTER INCOME TRUSTBy
    
    /s/ unreadableName:Title:FRANKLIN CLO IV, LIMITEDBy
    
    /s/ Tyler ChanName: Tyler ChanTitle: Vice President
 - 12 -




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FRANKLIN CLO IV, LIMITEDBy
    
    /s/ Tyler ChanName: Tyler ChanTitle: Vice PresidentFRANKLIN FLOATING RATE MASTER SERIESBy
    
    /s/ Tyler ChanName: Tyler ChanTitle: Vice PresidentFRANKLIN FLOATING RATE DAILY ACCESS FUNDBy
    
    /s/ Tyler ChanName: Tyler ChanTitle: Vice PresidentVAN KAMPEN SENIOR LOAN FUNDBY: VAN KAMPEN INVESTMENT ADVISORY CORP.By
    
    /s/ Brad LangsName: Brad LangsTitle: Executive DirectorVAN KAMPEN SENIOR INCOME TRUSTBY: VAN KAMPEN INVESTMENT ADVISORY CORP.By
    
    /s/ Brad LangsName: Brad LangsTitle: Executive DirectorCALLIDUS DEBT PARTNERS CLO FUND II LTD.By
    
    /s/ Mavis TaintorName: Mavis TaintorTitle: Managing Director
 - 13 -




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NUVEEN SENIOR INCOME FUND, AS A LENDERBY: SYMPHONY ASSET MANAGEMENT LLCBy
    
    /s/ Larry MasonName: Larry MasonTitle: Portfolio ManagerARCHIMEDES FUNDING IV (CAYMAN), LTD.BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGERBy
    
    /s/ Philip C. RobbinsName: Philip C. RobbinsTitle: DirectorENDURANCE CLO I, LTD.BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGERBy
    
    /s/ Philip C. RobbinsName: Philip C. RobbinsTitle: DirectorING-ORYX CLO, LTD.BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGERBy
    
    /s/ Philip C. RobbinsName: Philip C. RobbinsTitle: DirectorSEQUILS-ING I (HBDGM), LTD.BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGERBy
    
    /s/ Philip C. RobbinsName: Philip C. RobbinsTitle: DirectorFOOTHILL INCOME TRUST II, L.P.By
    
    /s/ Jeff NokeraName: Jeff NokeraTitle: Managing Member
 - 14 -




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MAGNETITE V CLO, LIMITEDBy
    
    /s/ Mark J. WilliamsName: Mark J. WilliamsTitle: Authorized SignatoryMAGNETITE IV CLO, LTD.By
    
    /s/ Mark J. WilliamsName: Mark J. WilliamsTitle: Authorized SignatoryBLACKROCK LIMITED DURATION INCOME TRUSTBy
    
    /s/ Mark J. WilliamsName: Mark J. WilliamsTitle: Authorized SignatoryNORSE CBO, LTD.BY: REGIMENT CAPITAL MANAGEMENT, LLC AS ITS
INVESTMENT ADVISORBY: REGIMENT CAPITAL ADVISORS, LLC ITS MANAGER AND PURSUANT
TO DELEGATED AUTHORITYBy
    
    /s/ Timothy S. PetersonName: Timothy S. PetersonTitle: PresidentLANDMARK III CDO LIMITEDBy
    
    /s/ Joe MoroneyName: Joe MoroneyTitle: DirectorCSAM FUNDING IIIBy
    
    /s/ David H. LernerName: David H. LernerTitle: Authorized Signatory
 - 15 -




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DRYDEN IV LEVERAGED LOAN CDO 2003, byPrudential Investment Management Inc., as collateral managerBy
    
    /s/ B. Ross SmeadName: B. Ross SmeadTitle: Vice PresidentINNER HARBOR CBO 2001-1 LTD.BY: T. ROWE PRICE ASSOCIATES, INC. AS COLLATERAL MANAGERBy
    
    /s/ Darren N. BramanName: Darren N. BramanTitle: Vice PresidentALLSTATE LIFE INSURANCE COMPANYBy
    
    /s/ Chris GoergenName: Chris GoergenTitle: Authorized SignatoryBy
    
    /s/ Jerry D. ZinkulaName: Jerry D. ZinkulaTitle: Authorized SignatoryAIMCO CLO SERIES 2001-ABy
    
    /s/ Chris GoergenName: Chris GoergenTitle: Authorized SignatoryBy
    
    /s/ Jerry D. ZinkulaName: Jerry D. ZinkulaTitle: Authorized SignatoryAIMCO CLO SERIES 2000-ABy
    
    /s/ Chris GoergenName: Chris GoergenTitle: Authorized SignatoryBy
    
    /s/ Jerry D. ZinkulaName: Jerry D. ZinkulaTitle: Authorized Signatory
 - 16 -




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CANADIAN IMPERIAL BANK OF COMMERCEBy
    
    /s/ Marc BergName: Marc BergTitle: Authorized SignatoryEMERALD ORCHARD LIMITEDBy
    
    /s/ Michelle ManningName: Michelle ManningTitle: Attorney in FactAMMC CDO II, LIMITEDBY: AMERICAN MONEY MANAGEMENT CORP., AS COLLATERAL MANAGERBy
    
    /s/ David P. MeyerName: David P. MeyerTitle: Vice PresidentAMMC CDO I, LimitedBy: AMERICAN MONEY MANAGEMENT CORP., AS COLLATERAL MANAGERBy
    
    /s/ David P. MeyerName: David P. MeyerTitle: Vice PresidentDENALI CAPITAL CLO II, LTD.BY: DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS,
PROTFOLIO MANAGER FOR DENALI CAPITAL CLO II, LTD., OR AN
AFFILIATEBy
    
    /s/ John P. ThackerName: John P. ThackerTitle: Chief Credit OfficerNUVEEN DIVERSIFIED DIVIDEND AND INCOME FUNDBy
    
    /s/ Larry MasonName: Larry MasonTitle: Portfolio Manager
 - 17 -




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##### 



NEMEAN CLO, LTD.BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGERBy
    
    /s/ Philip C. RobbinsName: Philip C. RobbinsTitle: DirectorCOOKSMILLBy
    
    /s/ John R.M. CampbellName: John R.M. CampbellTitle: Authorized SignatoryFIFTH THIRD BANKBy
    
    /s/ Gary LoseyName: Gary S. LoseyTitle: AVP  Relationship MangerARCHIMEDES FUNDING III, LTD.BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGERBy
    
    /s/ Philip C. RobbinsName: Philip C. RobbinsTitle: Director
 - 18 -