**Exhibit 10.34**
**AMENDMENT NO. 4**
**Dated as of April 19, 2004**
**to**
**RECEIVABLES PURCHASE AND SERVICING AGREEMENT**
**Dated as of January 8, 2002**
      THIS AMENDMENT No. 4 to RECEIVABLES PURCHASE AND SERVICING AGREEMENT (this“Amendment”) is entered into as of April 19, 2004 by and among EAGLEPICHER INCORPORATED(formerly known as Eagle-Picher Industries, Inc.) (the “Servicer”), EAGLEPICHER FUNDINGCORPORATION (formerly known as Eagle-Picher Funding Corporation) (“EPFC”), and GENERALELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its separate capacities as a committedpurchaser (the “Committed Purchaser”) and as administrative agent (in such capacity, the“Administrative Agent”) under the “Receivables Purchase and Servicing Agreement” referredto below. All capitalized terms used in this Amendment and not otherwise defined herein will havethe respective meanings set forth in the “Receivables Purchase and Servicing Agreement”.
**RECITALS:**
      WHEREAS, EPFC, the Servicer, the Committed Purchaser and the Administrative Agent are partiesto a Receivables Purchase and Servicing Agreement dated as of January 8, 2002 (as amended,restated, supplemented or otherwise modified from time to time prior to the date hereof, the“Receivables Purchase and Servicing Agreement”);
      WHEREAS, the Servicer, EPFC, the Committed Purchaser and the Administrative Agent have agreedto amend the Receivables Purchase and Servicing Agreement, on the conditions set forth herein;
      NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditionscontained herein, and other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the Servicer, EPFC, the Committed Purchaser and the Administrative Agenthereby agree as follows.
      1. **Amendments to Receivables Purchase and Servicing Agreement**. Effective as of thedate hereof and subject to the satisfaction of the condition precedent set forth in Section2 below, Annex G to Receivables Purchase and Servicing Agreement is hereby amended to amend andrestate Section (c) of such Annex G in its entirety as follows:
     “(c)       Fixed Charge Coverage Ratio. The ratio of (a) Consolidated EBITDAminus Capital Expenditures to (b) Consolidated Fixed Charges for any period of fourconsecutive fiscal quarters ending on any fiscal quarter end shall not be less than theratio of (i) 1.15 to 1.00 as of the final day of any fiscal quarter ending on May 31, 2004or August 31, 2004 or (ii) 1.25 to 1.00 as of the final day of any fiscal quarter endingafter August 31, 2004.”
      2. **Conditions of Effectiveness of this Amendment**. This Amendment shall becomeeffective as of the date hereof (the “Effective Date”) upon the Administrative Agent’sreceipt of counterparts of this Amendment duly executed the Servicer, EPFC, the Committed Purchaserand the Administrative Agent.
      3. **Representations and Warranties**.
      3.1       Upon the effectiveness of this Amendment, each of the Servicer and EPFC (a) herebyreaffirms all covenants, representations and warranties made by it in the Receivables Purchase andServicing Agreement and each other Related Document to the extent the same expressly relates solelyto an earlier date, (b) agrees that all such covenants, representations and warranties shall bedeemed to have been re-made as of the Effective Date and (c) represents and warrants that, as ofthe Effective Date and after giving effect hereto, no Termination Event, Incipient TerminationEvent, Event of Servicer Termination or Incipient Servicer Termination Event has occurred and iscontinuing.
      3.2       Each of the Servicer and EPFC hereby represents and warrants that this Amendment and theReceivables Purchase and Servicing Agreement, as amended hereby, constitute legal, valid andbinding obligations of such Person and are enforceable against such Person in accordance with theirrespective terms.
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      4. **Reference to and Effect on Related Documents**.
      4.1       Upon and after the Effective Date, each reference to the Receivables Purchase andServicing Agreement in any of the Related Documents shall mean and be a reference to theReceivables Purchase and Servicing Agreement as amended hereby.
      4.2       Except as specifically set forth above, the Receivables Purchase and Servicing Agreementand all other documents, instruments and agreements executed and/or delivered in connectiontherewith, shall remain in full force and effect, and are hereby ratified and confirmed.
      4.3       The execution, delivery and effectiveness of this Amendment shall not, except as expresslyprovided herein, operate as a waiver of any right, power or remedy of EPFC, the Committed Purchaseror the Administrative Agent, nor constitute a waiver of any provision of any of the RelatedDocuments, or any other documents, instruments and agreements executed and/or delivered inconnection therewith.
      5. **Headings**. Section headings in this Amendment are included herein for convenienceof reference only and shall not constitute a part of this Amendment for any other purpose.
      6. **Counterparts**. This Amendment may be executed by one or more of the parties tothis Amendment on any number of separate counterparts and all of said counterparts taken togethershall be deemed to constitute one and the same instrument.
      7. **Entire Agreement**. This Amendment, taken together with the Receivables Purchaseand Servicing Agreement and all of the other Related Documents, embodies the entire agreement andunderstanding of the parties hereto and supersedes all prior agreements and understandings, writtenand oral, relating to the subject matter hereof.
      8. **Governing Law**. THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BEGOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK(INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK BUT OTHERWISEWITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).
      9. **No Course of Dealing**. The Committed Purchaser and the Administrative Agent haveentered into this Amendment on the express understanding with EPFC and the Servicer that inentering into this Amendment the Committed Purchaser and the Administrative Agent are notestablishing any course of dealing with EPFC or the Servicer. The rights of the CommittedPurchaser and the Administrative Agent to require strict performance with all the terms andconditions of the Receivables Purchase and Servicing Agreement as amended by this Amendment and theother Related Documents shall not in any way be impaired by the execution of this Amendment.Neither the Committed Purchaser nor the Administrative Agent shall be obligated in any manner toexecute any further amendments or waivers, and if such waivers or amendments are requested in thefuture, assuming the terms and conditions thereof are acceptable to them, the Committed Purchaserand the Administrative Agent may require the payment of fees in connection therewith.
      10. **Waiver of Claims**. In consideration for the execution by the Committed Purchaserand the Administrative Agent of this Amendment, the Seller and the Servicer hereby waives each andevery claim, defense, demand, action and suit of any kind or nature whatsoever against each of theCommitted Purchaser, the Administrative Agent, the Operating Agent and each other Affected Partyarising on or prior to the date hereof in connection with the Receivables Purchase and ServicingAgreement, any of the Related Documents and the transactions contemplated thereby.
      11. **Expenses**. In consideration for the execution by the Committed Purchaser, theAdministrative Agent and the Collateral Agent of this Amendment, each of EPFC and the Servicerjointly and severally agrees to promptly reimburse each of the Committed Purchaser, theAdministrative Agent and the Collateral Agent for all of the reasonable out-of-pocket expenses,including, without limitation, attorneys’ and paralegals’ fees and expenses, it has heretofore orhereafter incurred or incurs in connection with the preparation, negotiation and execution of thisWaiver.
      12. **Successors and Assigns**. This Amendment shall be binding upon each of theServicer, EPFC, the Committed Purchaser, the Administrative Agent and the Collateral Agent andtheir respective successors and assigns and shall inure to the benefit of each such Person.
      13. **Integration**. This Amendment contains the entire understanding of the partieshereto with regard to the subject matter contained herein. This Amendment supercedes all prior orcontemporaneous negotiations, promises, covenants, agreements and representations of every naturewhatsoever with respect to the matters contained in this
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Amendment, all of which have become merged and finally integrated into this Amendment. Each of the parties hereto understands that in the event of any subsequent litigation, controversy ordispute concerning any of the terms, conditions or provisions of this Amendment, no party shall beentitled to offer or introduce into evidence any oral promises or oral agreements among the partiesrelating to the subject matter of this Amendment not included or referred to herein and notreflected by a writing included or referred to herein.
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      IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and deliveredby their duly authorized officers as of the date first above written.      EAGLEPICHER INCORPORATED, as the Servicer