<PAGE>
                                                                   Exhibit 10.64



                                                                  EXECUTION COPY

                                     ANNEX X

                                       To

                           RECEIVABLES SALE AGREEMENT

                                       and

                  RECEIVABLES PURCHASE AND SERVICING AGREEMENT

                                each dated as of

                                 January 8, 2002

                         DEFINITIONS AND INTERPRETATIONS


<PAGE>
                  SECTION 1. DEFINITIONS AND CONVENTIONS. Capitalized terms used
in the Sale Agreement and the Purchase Agreement shall have (unless otherwise
provided elsewhere therein) the following respective meanings:

                  "ACCESSION AGREEMENT" shall mean an Accession Agreement
substantially in the form of EXHIBIT A to the Collateral Agent Agreement.

                  "ACCOUNTING CHANGES" shall mean, with respect to any Person,
(a) changes in accounting principles required by the promulgation of any rule,
regulation, pronouncement or opinion of the Financial Accounting Standards Board
and the American Institute of Certified Public Accountants (or any successor
thereto or any agency with similar functions) and (b) changes in accounting
principles concurred in by such Person's certified public accountants.

                  "ACCOUNTS" shall mean the Collection Account, the
Concentration Account, the Lockbox Accounts and the Retention Account,
collectively.

                  "ACCRUED MONTHLY YIELD" shall mean, as of any date of
determination within a Settlement Period, the sum of the Daily Yields for each
day from and including the first day of the Settlement Period through and
including such date.

                  "ACCRUED SERVICING FEE" shall mean, as of any date of
determination within a Settlement Period, the sum of the Servicing Fees
calculated for each day from and including the first day of the Settlement
Period through and including such date.

                  "ACCRUED UNUSED COMMITMENT FEE" shall mean, as of any date of
determination within a Settlement Period, the sum of the Unused Commitment Fees
calculated for each day from and including the first day of the Settlement
Period through and including such date.

                  "ACCUMULATED FUNDING DEFICIENCY" shall mean an "accumulated
funding deficiency" as defined in Section 412 of the IRC and Section 302 of
ERISA, whether or not waived.

                  "ADDITIONAL AMOUNTS" shall mean any amounts payable to any
Affected Party under SECTIONS 2.09 or 2.10 of the Purchase Agreement.

                  "ADDITIONAL COSTS" shall have the meaning assigned to it in
SECTION 2.09(B) of the Purchase Agreement.

                  "ADMINISTRATIVE AGENT" shall have the meaning set forth in the
Preamble of the Purchase Agreement.

                  "ADMINISTRATIVE SERVICES AGREEMENT" shall mean that certain
Administrative Services Agreement dated as of March 7, 2000, between Redwood and
the Operating Agent.

                  "ADVERSE CLAIM" shall mean any claim of ownership or any Lien,
other than any ownership interest or Lien created under the Sale Agreement or
the Purchase Agreement or any Lien created under the Collateral Agent Agreement.

<PAGE>

                  "AFFECTED PARTY" shall mean each of the following Persons: the
Conduit Purchaser, the Committed Purchaser, the Liquidity Agent, each Liquidity
Lender, the Administrative Agent, the Operating Agent, the Letter of Credit
Agent, each Letter of Credit Provider, the Collateral Agent, the Depositary and
each Affiliate of the foregoing Persons.

                  "AFFILIATE" shall mean, with respect to any Person, (a) each
Person that, directly or indirectly, owns or controls, whether beneficially, or
as a trustee, guardian or other fiduciary, ten percent (10%) or more of the
Stock having ordinary voting power in the election of directors of such Person,
(b) each Person that controls, is controlled by or is under common control with
such Person, or (c) each of such Person's officers, directors, joint venturers
and partners. For the purposes of this definition, "control" of a Person shall
mean the possession, directly or indirectly, of the power to direct or cause the
direction of its management or policies, whether through the ownership of voting
securities, by contract or otherwise.

                  "AGGREGATE OFFSET RESERVE" means, at any time, the aggregate
Offset Reserve for all Obligors as reported on each Investment Base Certificate
and Monthly Report, in each case, in a manner satisfactory to the Administrative
Agent in its sole discretion.

                  "AICPA" means the American Institute of Certified Public
Accountants (or any successor thereto or any agency with similar functions).

                  "ANCILLARY SERVICES AND LEASE AGREEMENT" shall mean that
certain Ancillary Services and Lease Agreement dated as of January 8, 2002
between the Parent and the Seller.

                  "APPENDICES" shall mean, with respect to any Related Document,
all exhibits, schedules, annexes and other attachments thereto, or expressly
identified thereto.

                  "APPLICABLE PURCHASER" shall mean (i) prior to the occurrence
of a Committed Purchaser Funding Event, the Conduit Purchaser, and (ii) on and
after the occurrence of a Committed Purchaser Funding Event, the Committed
Purchaser.

                  "ASSIGNMENT OF CLAIMS ACT" shall mean the Assignment of Claims
Act of 1940 (31 U. S. C. Section 3727 and 41 U. S. C. Section 15) and any
successor statute thereto, together with all laws, rules and regulations
promulgated in connection therewith, including, without limitation, 48 C. F. R.
Section 32.805.

                  "ASSIGNMENT OF GOVERNMENT CLAIMS LAWS" means, collectively,
the Assignment of Claims Act and each other similar law, rule and regulation
enacted by any Governmental Authority.

                  "AUTHORIZED OFFICER" shall mean, with respect to any Person,
the Chairman or Vice-Chairman of the Board of such Person, the President, any
Vice President, the Secretary, the Treasurer, any Assistant Secretary, any
Assistant Treasurer and each other officer of such Person specifically
authorized in resolutions of the Board of Directors of such Person or other
similar authorizations to sign agreements, instruments or other documents on
behalf of such Person in


                                       2
<PAGE>

connection with the transactions contemplated by the Sale Agreement, the
Purchase Agreement and the other Related Documents.

                  "AVAILABILITY" shall mean, as of any date of determination,
the amount equal to the lesser of: (a) (i) the Investment Base MULTIPLIED BY the
Purchase Discount Rate, MINUS (ii) the Discount Reserve, and (b) the Maximum
Purchase Limit.

                  "AVAILABLE LOC PERCENTAGE" shall mean fifteen percent (15%).

                  "BANKRUPTCY CODE" shall mean the provisions of title 11 of the
United States Code, 11 U.S.C. Sections 101 ET SEQ.

                  "BILLED AMOUNT" shall mean, with respect to any Receivable,
the amount billed on the Billing Date to the Obligor thereunder.

                  "BILLING DATE" shall mean, with respect to any Receivable, the
date on which the Invoice with respect thereto was generated.

                  "BREAKAGE COSTS" shall have the meaning assigned to it in
SECTION 2.10 of the Purchase Agreement.

                  "BRINGDOWN CERTIFICATE" shall mean, as applicable, a
certificate in substantially the form attached as EXHIBIT 3.01(a)(ii)(b) or
3.01(a)(iii)(b) to the Purchase Agreement.

                  "BUSINESS DAY" shall mean any day that is not a Saturday, a
Sunday or a day on which banks are required or permitted to be closed in the
State of New York.

                  "BUYER" shall mean Eagle-Picher Funding Corporation, a
Delaware corporation, in its capacity as purchaser under the Sale Agreement.

                  "CAPITAL INVESTMENT" shall mean, as of any date of
determination with respect to any Purchaser, the amount equal to (a) the
aggregate deposits made by such Purchaser to the Collection Account pursuant to
SECTION 2.04(b)(i) of the Purchase Agreement on or before such date, PLUS (b) in
the case of the Committed Purchaser only, any amounts advanced by the Committed
Purchaser to the Conduit Purchaser under the LAPA in respect of Capital
Investment when purchasing the Conduit Purchaser's Purchaser Interests, MINUS
(c) in the case of the Conduit Purchaser only, any amounts advanced by the
Committed Purchasers to the Conduit Purchaser under the LAPA in respect of
Capital Investment when purchasing the Conduit Purchaser's Purchaser Interests,
MINUS (d) the sum of all amounts disbursed to such Purchaser in reduction of
Capital Investment pursuant to SECTIONS 6.03, 6.04 or 6.05 of the Purchase
Agreement on or before such date.

                  "CAPITAL INVESTMENT AVAILABLE" shall mean, as of any date of
determination, the amount, if any, by which Availability exceeds Capital
Investment, in each case as of the end of the immediately preceding day.


                                       3
<PAGE>

                  "CAPITAL LEASE" shall mean, with respect to any Person, any
lease of any property (whether real, personal or mixed) by such Person as lessee
that, in accordance with GAAP, would be required to be classified and accounted
for as a capital lease on a balance sheet of such Person.

                  "CAPITAL LEASE OBLIGATION" shall mean, with respect to any
Capital Lease of any Person, the amount of the obligation of the lessee
thereunder that, in accordance with GAAP, would appear on a balance sheet of
such lessee in respect of such Capital Lease.

                  "CAPITAL PURCHASE" shall have the meaning assigned to it in
SECTION 2.01 of the Purchase Agreement.

                  "CAPITAL PURCHASE REQUEST" shall have the meaning assigned to
it in SECTION 2.03(B) of the Purchase Agreement.

                  "CHANGE OF CONTROL" shall mean any event, transaction or
occurrence as a result of which (a) the Parent and the Securitization Trust
shall cease to collectively own and control, directly or indirectly, 100% of the
Stock of the Seller, (b) the Parent shall cease to own and control, directly or
indirectly, 100% of the capital stock and other equity interests in any
Subsidiary Originator, or (c) Granaria Holdings BV and ABN Amro shall cease
collectively to own and control, directly or indirectly at least 50.1% of the
voting stock of the Parent or Eagle-Picher Holdings, Inc.

                  "CLOSING DATE" shall mean January 8, 2002.

                  "COLLATERAL AGENT" shall mean GE Capital, in its capacity as
collateral agent for the Conduit Purchaser and the Conduit Purchaser Secured
Parties pursuant to the Collateral Agent Agreement.

                  "COLLATERAL AGENT AGREEMENT" shall mean that certain Third
Amended and Restated Collateral Agent and Security Agreement dated as of March
7, 2000, among Redwood, the Depositary and GE Capital, in its capacities as (a)
the Collateral Agent, (b) the Operating Agent, (c) the Liquidity Agent and (d)
the Letter of Credit Agent.

                  "COLLECTION ACCOUNT" shall mean (a) prior to a Committed
Purchaser Funding Event, that certain segregated deposit account established by
the Conduit Purchaser and maintained with the Depositary designated as the
"Redwood Main Collection Account," account number 00386310, ABA No. 021001033,
Reference: Eagle-Picher Collection Account 33132, or such other account
established in accordance with the requirements set forth in SECTION 6.01(b) of
the Purchase Agreement, and (b) following the occurrence of a Committed
Purchaser Funding Event, an account established by the Administrative Agent
designated as the Purchasers' Collection Account and otherwise in accordance
with the requirements set forth in SECTION 6.01(b) of the Purchase Agreement.


                                       4
<PAGE>

                  "COLLECTIONS" shall mean, with respect to any Receivable, all
cash collections and other cash proceeds of such Receivable (including late
charges, fees and interest arising thereon, and all recoveries with respect
thereto that have been written off as uncollectible), and any payments by an
Originator, the Seller or the Servicer in respect thereof under SECTION 4.02(o)
or SECTION 4.04 of the Sale Agreement or SECTION 7.04 of the Purchase Agreement.

                  "COMMERCIAL PAPER" shall mean those certain short-term
promissory notes issued by the Conduit Purchaser (or, with respect to the
Committed Purchaser, by GE Capital), from time to time in the United States of
America commercial paper market.

                  "COMMITTED PURCHASER" shall mean GE Capital, its successors
and assigns.

                  "COMMITTED PURCHASER DAILY YIELD" means, for any day, the
product of (i) the sum of the Committed Purchaser Daily Yield Rate for such day,
PLUS the Daily Margin on such day, PLUS, if a Termination Event has occurred and
is continuing, the Daily Default Margin, MULTIPLIED BY (ii) the Committed
Purchaser's Capital Investment outstanding on such day.

                  "COMMITTED PURCHASER DAILY YIELD RATE" means, for any day
during a Settlement Period, (a) the weighted average Committed Purchaser Yield
Rates applicable to the Committed Purchaser's Capital Investment on such day,
weighted by outstanding Capital Investment, DIVIDED BY (b) 360.

                  "COMMITTED PURCHASER EXPIRY DATE" shall mean January 7, 2003,
which date shall be automatically extended to the 364th day after the
then-current Committed Purchaser Expiry Date as long as no Termination Event or
Incipient Termination Event shall have occurred and then be continuing on the
date of such automatic extension; PROVIDED, HOWEVER, that in no event shall the
Committed Purchaser Expiry Date be extended to a date beyond the Final Purchase
Date without a written agreement executed by each of the Conduit Purchaser, the
Administrative Agent and the Committed Purchaser.

                  "COMMITTED PURCHASER FUNDING EVENT" shall mean the occurrence
of either (A) a Redwood Termination Date, but only if both (i) no Termination
Event has occurred and is continuing, and (ii) the Committed Purchaser Expiry
Date has not occurred or (B) the Redwood Transfer Date.

                  "COMMITTED PURCHASER YIELD RATE" means, with respect to any
portion of the Committed Purchaser's Capital Investment on any day during a
Settlement Period, the LIBOR Rate for such Settlement Period.

                  "COMMITMENT REDUCTION NOTICE" shall have the meaning assigned
to it in SECTION 2.02(a) of the Purchase Agreement.

                  "COMMITMENT TERMINATION NOTICE" shall have the meaning
assigned to it in SECTION 2.02(b) of the Purchase Agreement.


                                       5
<PAGE>

                  "CONCENTRATION ACCOUNT" shall mean that certain concentration
account listed on EXHIBIT 4.01(r) to the Purchase Agreement established in the
name of the Seller and held at the Concentration Account Bank.

                  "CONCENTRATION ACCOUNT BANK" shall mean any bank or other
financial institution at which the Concentration Account is maintained.

                  "CONCENTRATION DISCOUNT AMOUNT" shall mean, with respect to
any Obligor, and as of any date of determination after giving effect to all
Eligible Receivables to be transferred on such date, the amount by which the
Outstanding Balance of Eligible Receivables owing by such Obligor exceeds the
product of (a) the larger of (i) the smallest percentage set forth in the table
below for such Obligor based upon (1) the long-term unsecured debt rating
assigned to it at such time by S&P, (2) the long-term unsecured debt rating
assigned to it at such time by Moody's, (3) the short-term unsecured debt rating
assigned to it at such time by S&P and (4) the short-term unsecured debt rating
assigned to it at such time by Moody's and (ii) the Special Limit, if any,
applicable to such Obligor, AND (b) the Outstanding Balance of all Eligible
Receivables on such date; PROVIDED, that the Concentration Discount Amount for
all Governmental Authorities collectively shall be the amount by which the
aggregate Outstanding Balance of Eligible Receivables collectively owing by all
Governmental Authorities exceeds the product of ten percent (10%) and the
Outstanding Balance of all Eligible Receivables on such date; PROVIDED, FURTHER,
that the Concentration Discount Amount for all Federal-Mogul Entities
collectively shall be the amount by which the aggregate Outstanding Balance of
Eligible Receivables collectively owing by the Federal-Mogul Entities exceeds
the lesser of (x) $1,000,000 and (y) the product of three percent (3.0%) and the
Outstanding Balance of all Eligible Receivables on such date.


                                       6
<PAGE>
<TABLE>
<CAPTION>

     S&P   LONG TERM      MOODY'S LONG       S&P   SHORT TERM     MOODY'S SHORT TERM   ALLOWABLE % OF
     RATING               TERM RATING        RATING               RATING               ELIGIBLE RECEIVABLES

<S>                      <C>                <C>                  <C>                <C>
     AA- or higher        Aa3 or higher      A-1+                 P-1                  12.0%

     A or A+              A2 or A1           A-1                  P-1                  10.0%

     BBB+ or A-           Baa1 or A3         A-2                  P-2                  8.0%

     BBB- or BBB          Baa3 or Baa2       A-3                  P-3                  6.0%

     Below BBB- or Not    Below Baa3 or      Below A-3 or Not     Below P-3 or Not     3.0%
     Rated by either      Not Rated by       Rated by either      Rated by either
     S&P or Moody's       either S&P or      S&P or Moody's       S&P or Moody's
                          Moody's
</TABLE>


                  It is understood that all debt ratings as used above refer to
the public ratings of an Obligor's senior, unsecured and unguaranteed
obligations.

                  "CONDUIT PURCHASER" shall mean Redwood and its assigns.

                  "CONDUIT PURCHASER SECURED PARTIES" shall mean the
Administrative Agent, the Collateral Agent, the CP Holders, the Depositary, the
Liquidity Agent, the Liquidity Lenders, the Letter of Credit Agent, the Letter
of Credit Providers and the Operating Agent.

                  "CONTRACT" shall mean any agreement (excluding any Invoice)
pursuant to, or under which, an Obligor shall be obligated to make payments with
respect to any Receivable.

                  "CP HOLDER" shall mean any Person that holds record or
beneficial ownership of Commercial Paper.

                  "CREDIT AND COLLECTION POLICIES" shall mean the credit,
collection, customer relations and service policies of the Originators in effect
on the Closing Date, as the same may from time to time be amended, restated,
supplemented or otherwise modified with the written consent of the
Administrative Agent.

                  "CREDIT AGREEMENT" shall mean that certain Credit Agreement
dated as of February 19, 1998, among E-P Acquisition, Inc. (now known as
Eagle-Picher Industries, Inc.),

                                       7
<PAGE>

the Persons party thereto as "lenders", ABN Amro Bank N.V., as agent, PNC Bank,
National Association, as documentation agent, and NBD Bank, N.A., as syndication
agent.

                  "DAILY DEFAULT MARGIN" shall mean, for any day on which a
Termination Event has occurred and is continuing, two percent (2.0%) DIVIDED BY
360.

                  "DAILY MARGIN" shall mean, for any day, the Per Annum Daily
Margin on such day DIVIDED BY 360.

                  "DAILY YIELD" means, for any day, the sum of (a) the Redwood
Daily Yield for such day, and (b) the Committed Purchaser Daily Yield for such
day.

                  "DAILY YIELD RATE" shall mean the Redwood Daily Yield Rate or
the Committed Purchaser Daily Yield Rate, as the case may be.

                  "DEALER" shall mean any dealer party to a Dealer Agreement.

                  "DEALER AGREEMENT" shall mean any dealer agreement entered
into by Redwood for the distribution of Commercial Paper.

                  "DEBT" of any Person shall mean, without duplication, (a) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services payment for which is deferred 90 days or more, but
excluding obligations to trade creditors incurred in the ordinary course of
business that are not overdue by more than 90 days unless being contested in
good faith, (b) all reimbursement and other obligations with respect to letters
of credit, bankers' acceptances and surety bonds, whether or not matured, (c)
all obligations evidenced by notes, bonds, debentures or similar instruments,
(d) all indebtedness created or arising under any conditional sale or other
title retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (e)
all Capital Lease Obligations, (f) all obligations of such Person under
commodity purchase or option agreements or other commodity price hedging
arrangements, in each case whether contingent or matured, (g) all obligations of
such Person under any foreign exchange contract, currency swap agreement,
interest rate swap, cap or collar agreement or other similar agreement or
arrangement designed to alter the risks of that Person arising from fluctuations
in currency values or interest rates, in each case whether contingent or
matured, (h) all liabilities of such Person under Title IV of ERISA, (i) all
Guaranteed Indebtedness of such Person, (j) all indebtedness referred to in
CLAUSES (a) through (i) above secured by (or for which the holder of such
indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien upon or in property or other assets (including accounts and contract
rights) owned by such Person, even though such Person has not assumed or become
liable for the payment of such indebtedness, (k) the "Obligations" as such term
is defined in the Credit Agreement (as in effect on the Closing Date), and (l)
the Seller Secured Obligations.


                                       8
<PAGE>

                  "DEFAULTED RECEIVABLE" shall mean any Receivable (a) with
respect to which any payment, or part thereof, remains unpaid for more than 120
days from its Billing Date, (b) with respect to which the Obligor thereunder has
taken any action, or suffered any event to occur, of the type described in
SECTIONS 9.01(c) or 9.01(d) of the Purchase Agreement, unless otherwise agreed
by the Administrative Agent acting in its sole discretion, or (c) that otherwise
is determined to be uncollectible and has been or should be written off as
uncollectible in accordance with the Credit and Collection Policies.

                  "DEFAULT RATIO" shall mean, as of any date of determination,
the ratio (expressed as a percentage) of:

                  (a) (i) the sum of the aggregate Outstanding Balances of all
Transferred Receivables which constituted Defaulted Receivables as of the last
day of each of the three Settlement Periods immediately preceding such date,
PLUS (ii) the aggregate Outstanding Balance of Transferred Receivables that were
written off as uncollectible during such three Settlement Periods as a result of
the insolvency of the Obligor thereunder or such Obligor's inability to pay,

                  TO

                  (b) the sum of the respective aggregate Outstanding Balances
of all Transferred Receivables as of the last day of each of the three
Settlement Periods immediately preceding such date.

                  "DEFERRED PURCHASE PRICE" shall have the meaning assigned to
it in SECTION 2.01(c) of the Sale Agreement.

                  "DELINQUENCY RATIO" shall mean, as of any date of
determination, the ratio (expressed as a percentage) of:

                  (a) the sum of the aggregate Outstanding Balances of all
Transferred Receivables which remained unpaid for more than 90 days but less
than 121 days from their respective Billing Date as of the last day of each of
the three Settlement Periods immediately preceding such date

                  TO

                  (b) the sum of the aggregate Outstanding Balances of all
Transferred Receivables as of the last day of each of the three Settlement
Periods immediately preceding such date.

                  "DEPOSITARY" shall mean Bankers Trust Company, or any other
Person designated as the successor Depositary pursuant to and in accordance with
the terms of the Depositary Agreement, in its capacity as issuing and paying
agent or trustee in connection with the issuance of Commercial Paper.


                                       9
<PAGE>

                  "DEPOSITARY AGREEMENT" shall mean that certain Depositary
Agreement dated March 15, 1994, by and between Redwood and the Depositary and
consented to by the Liquidity Agent.

                  "DILUTION FACTORS" shall mean, with respect to any Receivable,
any credits issued for rebates, freight charges, cash discounts, volume
discounts, cooperative advertising expenses, royalty payments, warranties, cost
of parts required to be maintained by agreement (whether express or implied),
warehouse and other allowances, disputes, setoffs, chargebacks, defective
returns, other returned or repossessed goods, inventory transfers, allowances
for early payments and other similar allowances and credits that are reflected
on the books of each Originator and made or coordinated with the usual practices
of the Originator thereof; provided, that any allowances or adjustments in
accordance with the Credit and Collection Policies made on account of the
insolvency of the Obligor thereunder or such Obligor's inability to pay shall
not constitute a Dilution Factor; PROVIDED, FURTHER, that "Dilution Factors"
shall not include any such allowances or credits to the extent that such
allowances or credits have been fully included in the Offset Reserve for an
Obligor in a manner acceptable to the Administrative Agent in its sole
discretion.

                  "DILUTION RATIO" shall mean, as of any date of determination,
the ratio (expressed as a percentage) of:

                  (a) the aggregate Dilution Factors during the first Settlement
Period immediately preceding such date

                  TO

                  (b) the aggregate Billed Amount of all Transferred Receivables
originated during the second Settlement Period immediately preceding such date.

                  "DILUTION RESERVE RATIO" shall mean, as of any date of
determination, the ratio (expressed as a percentage) equal to the greater of (a)
eleven percent (11%) and (b) the ratio calculated in accordance with the
following formula:

                  [(ADR x 2.00) + [(HDR - ADR) x  HDR]]  x  DILHOR
                                                  ---       ------
                                                  ADR        NRPB
                  where:

                  ADR =    the average of the respective Dilution Ratios as of
                           the last day of the 12 Settlement Periods immediately
                           preceding such date.

                  HDR =    the highest Two Month Rolling Dilution Ratio during
                           the 12 Settlement Periods immediately preceding such
                           date.

                  DILHOR = the aggregate Billed Amount of Transferred
                           Receivables originated during the two Settlement
                           Periods immediately preceding such date.


                                       10
<PAGE>

                  NRPB =   the Outstanding Balance of Transferred Receivables as
                           of the last day of the first Settlement Period
                           immediately preceding such date.

Notwithstanding the foregoing, the Dilution Reserve Ratio may be changed at any
time by the Administrative Agent, using its good faith and commercially
reasonable credit judgment following a detailed analysis of the Transferred
Receivables (or upon receipt of additional information with respect thereto),
and, in the case of a decrease only, upon satisfaction of the Rating Agency
Condition with respect thereto; PROVIDED that, as long as no Termination Event
has occurred, the Administrative Agent shall give advance written notice to the
Seller with respect to such modification.

                  "DILUTION TRIGGER RATIO" shall mean, as of any date of
determination, the ratio (expressed as a percentage) of:

                  (a) the aggregate Dilution Factors during the first, second
and third Settlement Periods immediately preceding such date

                  TO

                  (b) the aggregate Billed Amount of all Transferred Receivables
originated during the first, second and third Settlement Periods immediately
preceding such date.

                  "DISCOUNT RESERVE" means, at any time, the product of (a) the
Prime Rate plus 2.00%, (b) Capital Investment and (c) a fraction, the numerator
of which is the higher of (i) 30 and (ii) the most recently reported Receivables
Collection Turnover, and the denominator of which is 360; provided, that, the
Discount Reserve may be changed at any time by the Administrative Agent, using
its good faith and commercially reasonable credit judgment following a detailed
analysis of the Transferred Receivables (or upon receipt of additional
information with respect thereto), and, in the case of decreases only, upon
satisfaction of the Rating Agency Condition with respect thereto.

                  "DOLLARS" or "$" shall mean lawful currency of the United
States of America.

                  "DOMESTIC SUBSIDIARY" shall mean a Subsidiary organized or
incorporated under the laws of any state of the United States of America and
domiciled in the United States of America.

                  "DYNAMIC PURCHASE DISCOUNT RATE" shall mean, as of any date of
determination, the rate equal to (a) 100% MINUS (b) the sum of (i) the Loss
Reserve Ratio PLUS (ii) the Dilution Reserve Ratio, PLUS (c) the Available LOC
Percentage.

                  "ELIGIBLE RECEIVABLE" shall mean, as of any date of
determination, a Transferred Receivable:

                  (a) that is not a liability of an Excluded Obligor;


                                       11
<PAGE>

                  (b) that is not a liability of an Obligor (i) organized under
the laws of any jurisdiction outside of the United States of America (including
the District of Columbia but otherwise excluding its territories and
possessions) or (ii) having its principal place of business outside of the
United States of America (including the District of Columbia but otherwise
excluding its territories and possessions);

                  (c) that is denominated and payable only in Dollars in the
United States of America;

                  (d) that is not and will not be subject to any right of
rescission, set-off, recoupment, counterclaim or defense, whether arising out of
transactions concerning the Contract therefor or otherwise, except to the extent
that any such amount has been reserved for in the Offset Reserve for the related
Obligor in a manner satisfactory to the Administrative Agent in its sole
discretion;

                  (e) that is not a Defaulted Receivable or an Unapproved
Receivable;

                  (f) with respect to which all obligations on the part of the
applicable Originator have been performed in full (including completed delivery
and performance of all goods and services covered thereby); for which no portion
represents "billed but not yet shipped," "bill and hold" or "progress-billed"
goods or merchandise, unperformed services, consigned goods or "sale or return"
goods; and which does not arise from a transaction for which any additional
performance by the Originator thereof, or acceptance by or other act of the
Obligor thereunder, remains to be performed as a condition to any payments on
such Receivable;

                  (g) as to which the representations and warranties of SECTIONS
4.01(v)(ii)-(iv) of the Sale Agreement are true and correct in all respects as
of the Transfer Date therefor;

                  (h) that is not the liability of an Obligor that has any claim
of a material nature against or affecting the Originator thereof or the property
of such Originator;

                  (i) that is a true and correct statement of a BONA FIDE
indebtedness incurred in the amount of the Billed Amount of such Receivable for
merchandise sold to or services rendered and accepted by the Obligor thereunder;

                  (j) that was originated by an Originator in the ordinary
course of business in accordance with and satisfies all applicable requirements
of the Credit and Collection Policies and which was not purchased from any other
Person;

                  (k) that represents the genuine, legal, valid, binding and
enforceable obligation of the Obligor thereunder enforceable by the holder
thereof in accordance with its terms;

                  (l) that is entitled to be paid pursuant to the terms of the
Contract therefor, has not been paid in full or been compromised, adjusted,
extended, satisfied, subordinated, rescinded or modified, and is not subject to
compromise, adjustment, extension, satisfaction,


                                       12
<PAGE>

subordination, rescission, or modification by the Originator thereof (except for
adjustments to the Outstanding Balance thereof to reflect Dilution Factors made
in accordance with the Credit and Collection Policy);

                  (m) with respect to which the Originator thereof has submitted
all necessary documentation for payment to the Obligor thereunder and such
Originator has fulfilled all of its other obligations in respect thereof;

                  (n) the stated term of which, if any, is not greater than 60
days after its Billing Date;

                  (o) that was created in compliance with and otherwise does not
contravene any laws, rules or regulations applicable thereto (including laws,
rules and regulations relating to usury, consumer protection, truth in lending,
fair credit billing, fair credit reporting, equal credit opportunity, fair debt
collection practices and privacy) and with respect to which no party to the
Contract therefor is in violation of any such law, rule or regulation, in each
case except to the extent that such noncompliance or contravention could not
reasonably be expected to have a material adverse effect on the collectibility,
enforceability, value or payment terms of such Receivable;

                  (p) with respect to which no proceedings or investigations are
pending or threatened before any Governmental Authority (i) asserting the
invalidity of such Receivable or the Contract therefor, (ii) unless otherwise
agreed to by the Administrative Agent and each Rating Agency in each such
Person's sole discretion, asserting the bankruptcy or insolvency of the Obligor
thereunder, (iii) seeking payment of such Receivable or payment and performance
of such Contract or (iv) seeking any determination or ruling that might
materially and adversely affect the validity or enforceability of such
Receivable or such Contract;

                  (q) with respect to which the Obligor thereunder is not,
unless otherwise agreed to by the Administrative Agent and each Rating Agency in
each such Person's sole discretion: (i) bankrupt or insolvent, (ii) unable to
make payment of its obligations when due, (iii) a debtor in a voluntary or
involuntary bankruptcy proceeding, or (iv) the subject of a comparable
receivership or insolvency proceeding;

                  (r) that is an "account" (and is not evidenced by a promissory
note or other instrument and is not chattel paper) within the meaning of the UCC
of the jurisdictions in which each of the Originators, the Parent and the Seller
are organized;

                  (s) that is payable solely and directly to an Originator and
not to any other Person (including any shipper of the merchandise or goods that
gave rise to such Receivable), except to the extent that payment thereof may be
made to the Collection Account or otherwise as directed pursuant to ARTICLE VI
of the Purchase Agreement;

                  (t) with respect to which all material consents, licenses,
approvals or authorizations of, or registrations with, any Governmental
Authority required to be obtained,


                                       13
<PAGE>

effected or given in connection with the creation of such Receivable or the
Contract therefor have been duly obtained, effected or given and are in full
force and effect;

                  (u) that is created through the provision of merchandise,
goods or services by the Originator thereof in the ordinary course of its
business in a current transaction;

                  (v) that complies with such other criteria and requirements as
the Administrative Agent, using its good faith and commercially reasonable
credit judgment following a detailed analysis of the Transferred Receivables (or
upon receipt of additional information with respect thereto), may from time to
time specify to the Seller or the Originator thereof upon written notice or, if
so required by any Rating Agency, upon such notice as may be specified by such
Rating Agency; PROVIDED that, as long as no Termination Event has occurred, the
Administrative Agent shall give advance written notice to the Seller with
respect to such modification.

                  (w) that is not the liability of an Obligor that is receiving
or, under the terms of the Credit and Collection Policies, should receive
merchandise, goods or services on a "cash on delivery" basis;

                  (x) that does not constitute (i) a rebilled amount arising
from a deduction taken by an Obligor with respect to a previously arising
Receivable or (ii) the balance owed on a Receivable with respect to which one or
more partial payments have been made;

                  (y) with respect to which no check, draft or other item of
payment has previously been received which was returned unpaid or otherwise
dishonored;

                  (z) no portion of which constitutes (i) sales tax or (ii) late
fees, service charges or any other similar charges;

                  (aa) that is not subject to any Lien, right, claim, security
interest or other interest of any other Person, other than Liens in favor of the
Administrative Agent (for the benefit of the Purchasers);

                  (bb) if the Obligor for such Receivable is a Federal-Mogul
Entity, that was created after Federal-Mogul Corporation became a
debtor-in-possession under Chapter 11 of the Bankruptcy Code but only if and so
long as (i) no trustee or examiner has been appointed and no application is
pending for the appointment of a trustee or examiner in a case under Chapter 11
of the Bankruptcy Code involving any Federal-Mogul Entity, (ii) no motion has
been made for an order liquidating all or any substantial portion of any
Federal-Mogul Entity's assets in such case, (iii) no motion has been made for
the conversion of such case under Chapter 7 of the Bankruptcy Code, (iv) no
restriction prescribed by the bankruptcy court is in effect which would restrict
the applicable Federal-Mogul Entity's payment of such Receivable, (v) such
bankruptcy court shall have given its approval to the payment by such
Federal-Mogul Entity of such Receivable, (vi) no more than 25% of the aggregate
Outstanding Balance of all Receivables collectively owed by all Federal-Mogul
Entities remain unpaid after the date that is ninety (90) days after its Billing
Date and (vii) neither such Receivable nor any part thereof remains unpaid after
the date that is ninety (90) days after the Billing Date


                                       14
<PAGE>

for such Receivable; PROVIDED, HOWEVER, that the Administrative Agent shall have
the right, using its good faith and commercially reasonable credit judgment
following a detailed analysis of the Transferred Receivables (or upon receipt of
additional information with respect thereto), to give notice at any time to the
Seller that no Receivable the Obligor of which is any Federal-Mogul Entity shall
be considered an Eligible Receivable; and

                  (cc) if the Obligor for such Receivable is Marion Industries
Inc., only if and so long as (i) no more than 25% of the aggregate Outstanding
Balance of all Receivables owed by Marion Industries, Inc. remain unpaid after
the date that is ninety (90) days after its Billing Date and (ii) neither such
Receivable nor any part thereof remains unpaid after the date that is ninety
(90) days after its Billing Date.

                  "ENVIRONMENTAL LAWS" shall mean all applicable federal, state,
local and foreign laws, statutes, ordinances, codes, rules, standards and
regulations, now or hereafter in effect, and in each case as amended or
supplemented from time to time, and any applicable judicial or administrative
interpretation thereof, including any applicable judicial or administrative
order, consent decree, order or judgment, imposing liability or standards of
conduct for or relating to the regulation and protection of human health,
safety, the environment and natural resources (including ambient air, surface
water, groundwater, wetlands, land surface or subsurface strata, wildlife,
aquatic species and vegetation). Environmental Laws include, without limitation,
the Comprehensive Environmental Response, Compensation, and Liability Act of
1980 (42 U.S.C. Sections 9601 ET SEQ.); the Hazardous Materials Transportation
Authorization Act of 1994 (49 U.S.C. Sections 5101 ET SEQ.); the FederaL
Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Sections 136 ET SEQ.); the
Solid Waste Disposal Act (42 U.S.C. Sections 6901 ET SEQ.); the Toxic Substance
Control Act (15 U.S.C. Sections 2601 ET SEQ.); the Clean Air Act (42 U.S.C.
Sections .7401 ET SEQ.); the Federal Water Pollution Control Act (33 U.S.C.
Sections .1251 ET SEQ.); the Occupational Safety and Health Act (29 U.S.C.
Sections .651 ET SEQ.); and the Safe Drinking Water Act (42 U.S.C. Sections
300(f) ET SEQ.), each as from time to time amended, and any and all regulations
promulgated thereunder, and all analogous state, local and foreign counterparts
or equivalents and any transfer of ownership notification or approval statutes.

                  "ENVIRONMENTAL PERMITS" shall mean all permits, licenses,
authorizations, certificates, approvals, registrations or other written
documents required by any Governmental Authority under any Environmental Laws.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and any regulations promulgated
thereunder, and any successor thereto.

                  "ERISA AFFILIATE" shall mean, with respect to any Originator,
any trade or business (whether or not incorporated) that, together with such
Originator, are treated as a single employer within the meaning of Sections
414(b), (c), (m) or (o) of the IRC.


                                       15
<PAGE>

                  "ERISA EVENT" shall mean, with respect to any Originator or
any ERISA Affiliate, (a) any event described in Section 4043(c) of ERISA with
respect to a Title IV Plan; (b) the withdrawal of any Originator or ERISA
Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan
year in which it was a "substantial employer," as defined in Section 4001(a)(2)
of ERISA; (c) the complete or partial withdrawal of any Originator or any ERISA
Affiliate from any Multiemployer Plan; (d) the filing of a notice of intent to
terminate a Title IV Plan or the treatment of a plan amendment as a termination
under Section 4041 of ERISA; (e) the institution of proceedings to terminate a
Title IV Plan or Multiemployer Plan by the PBGC; (f) the failure by any
Originator or ERISA Affiliate to make when due required contributions to a
Multiemployer Plan or Title IV Plan unless such failure is cured within 30 days;
(g) any other event or condition that might reasonably be expected to constitute
grounds under Section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, any Title IV Plan or Multiemployer Plan or for the
imposition of liability under Section 4069 or 4212(c) of ERISA; (h) the
termination of a Multiemployer Plan under Section 4041A of ERISA or the
reorganization or insolvency of a Multiemployer Plan under Section 4241 of
ERISA; (i) the loss of a Qualified Plan's qualification or tax exempt status; or
(j) the termination of a Plan described in Section 4064 of ERISA.

                  "ESOP" shall mean a Plan that is intended to satisfy the
requirements of Section 4975(e)(7) of the IRC.

                  "EVENT OF SERVICER TERMINATION" shall have the meaning
assigned to it in SECTION 9.02 of the Purchase Agreement.

                  "EXCLUDED OBLIGOR" shall mean any Obligor (a) that is an
Affiliate of any Originator or the Seller, (b) that is a Governmental Authority
UNLESS (i) the applicable Originator and the Seller have, in a manner
satisfactory to the Administrative Agent in its sole discretion, fully complied
with the Assignment of Claims Act and each other applicable law, rule,
regulation and statute with respect to the assignment and pledge of such
Obligor's Transferred Receivables, (ii) such Governmental Authority has waived
all rights of set-off (whether arising out of transactions concerning the
Contract therefor or otherwise) with respect to Transferred Receivables owing by
it and (iii) the applicable Originator and the Seller have delivered a legal
opinion, in form and substance satisfactory to the Administrative Agent in its
sole discretion, stating that the applicable Originator and the Seller have
fully complied with the Assignment of Claims Act and each other applicable law,
rule, regulation and statute with respect to the assignment and pledge of
Transferred Receivables owing by such Obligor or (c) that is an Obligor with
respect to which 50% or more of the aggregate Outstanding Balance of all
Receivables owing by such Obligor are Defaulted Receivables.

                  "EXCLUDED RECEIVABLE" shall mean any account receivable or
other indebtedness (and each other item listed in the definition of "Receivable"
with respect solely to such account receivable or other indebtedness) (a) that
arises out of the use of a credit or charge card, (b) that arises from the sale
of goods or the provision of services by the "construction equipment division"
of the Parent, or (c) the Obligor with respect to which is any of: (i) an
Affiliate of any Originator or the Seller (unless such Receivable was originated
by Eagle-Picher Technologies,


                                       16
<PAGE>

LLC), (ii) from and after the applicable Exclusion Date, any Specified Obligor,
(iii) any Obligor with respect to a Receivable originated by Eagle-Picher
Minerals, Inc. which is organized under the laws of or domiciled in Canada or
(iv) any other Obligor as the Administrative Agent, using its good faith and
commercially reasonable credit judgment following a detailed analysis of the
Transferred Receivables (or upon receipt of additional information with respect
thereto), may from time to time specify to the Seller or the Originator in a
written notice; PROVIDED that, as long as no Termination Event has occurred, the
Administrative Agent shall give advance written notice to the Seller with
respect to such modification.

                  "EXCLUSION DATE" shall mean, with respect to any Specified
Obligor, the date after the Closing Date and following the written request of
the Parent on which the Administrative Agent confirms in writing to the Parent
that the Administrative Agent has received sufficient confirmation that
Collections on such Specified Obligor's Receivables are being paid to a
Specified Obligor Lockbox and that all data and information provided to the
Administrative Agent reflects the termination of sales of such Receivables from
and after such date.

                  "FACILITY TERMINATION DATE" shall mean the earliest of (a) the
date so designated pursuant to SECTION 9.01 of the Purchase Agreement, (b) 90
days prior to the Final Purchase Date, (c) 90 days prior to the date of
termination of the Maximum Purchase Limit specified in a notice from the Seller
to the Purchaser delivered pursuant to and in accordance with SECTION 2.02(B) of
the Purchase Agreement, (d) two (2) Business Days prior to the occurrence of the
Committed Purchaser Expiry Date and (e) the scheduled termination or maturity
date of the revolving credit subfacility of the Senior Debt Facility.

                  "FAIR LABOR STANDARDS ACT" shall mean the provisions of the
Fair Labor Standards Act, 29 U.S.C. Sections 201 ET SEQ.

                  "FASB" means the Financial Accounting Standards Board of the
American Institute of Certified Public Accountants (or any successor thereto or
any agency with similar functions).

                  "FEDERAL FUNDS RATE" means, for any day, a floating rate equal
to the weighted average of the rates on overnight federal funds transactions
among members of the Federal Reserve System, as determined by the Administrative
Agent.

                  "FEDERAL-MOGUL ENTITIES" shall mean, collectively,
Federal-Mogul Corporation and each domestic Affiliate of Federal-Mogul
Corporation.

                  "FEDERAL RESERVE BOARD" shall mean the Board of Governors of
the Federal Reserve System.

                  "FEE LETTER" shall mean that certain letter agreement dated
November 8, 2001, between the Seller, the Administrative Agent, the Committed
Purchaser and the Conduit Purchaser.


                                       17
<PAGE>

                  "FINAL PURCHASE DATE" shall mean January 7, 2005.

                  "GAAP" shall mean generally accepted accounting principles in
the United States of America as in effect on the Closing Date, consistently
applied as such term is further defined in SECTION 2(A) of this ANNEX X.

                  "GE CAPITAL" shall mean General Electric Capital Corporation,
a Delaware corporation, and its successors and assigns.

                  "GENERAL TRIAL BALANCE" shall mean, with respect to any
Originator and as of any date of determination, such Originator's accounts
receivable trial balance (whether in the form of a computer printout, magnetic
tape or diskette) as of such date, listing Obligors and the Receivables owing by
such Obligors as of such date together with the aged Outstanding Balances of
such Receivables, in form and substance satisfactory to the Seller and the
Purchasers.

                  "GOVERNMENTAL AUTHORITY" shall mean any nation or government,
any state or other political subdivision thereof, and any agency, department or
other entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

                  "GOVERNMENTAL RECEIVABLE" means any Receivable for which the
Obligor is a Governmental Authority.

                  "GUARANTEED INDEBTEDNESS" shall mean, as to any Person, any
obligation of such Person guaranteeing any indebtedness, lease, dividend, or
other obligation ("PRIMARY OBLIGATION") of any other Person (the "PRIMARY
OBLIGOR") in any manner, including any obligation or arrangement of such Person
to (a) purchase or repurchase any such primary obligation, (b) advance or supply
funds (i) for the purchase or payment of any such primary obligation or (ii) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency or any balance sheet condition of the
primary obligor, (c) purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation, or (d) indemnify
the owner of such primary obligation against loss in respect thereof. The amount
of any Guaranteed Indebtedness at any time shall be deemed to be the amount
equal to the lesser at such time of (x) the stated or determinable amount of the
primary obligation in respect of which such Guaranteed Indebtedness is incurred
and (y) the maximum amount for which such Person may be liable pursuant to the
terms of the instrument embodying such Guaranteed Indebtedness; or, if not
stated or determinable, the maximum reasonably anticipated liability (assuming
full performance) in respect thereof.

                  "INCIPIENT SERVICER TERMINATION EVENT" shall mean any event
that, with the passage of time or notice or both, would, unless cured or waived,
become an Event of Servicer Termination.


                                       18
<PAGE>

                  "INCIPIENT TERMINATION EVENT" shall mean any event that, with
the passage of time or notice or both, would, unless cured or waived, become a
Termination Event.

                  "INDEMNIFIED AMOUNTS" shall mean, with respect to any Person,
any and all suits, actions, proceedings, claims, damages, losses, liabilities
and expenses (including attorneys' fees and disbursements and other costs of
investigation or defense, including those incurred upon any appeal).

                  "INDEMNIFIED PERSON" shall have the meaning assigned to it in
SECTION 12.01(A) of the Purchase Agreement.

                  "INDEMNIFIED TAXES" shall have the meaning assigned to it in
SECTION 2.08(B) of the Purchase Agreement.

                  "INDENTURE" shall mean that certain Indenture, dated as of
February 24, 1998 among E-P Acquisition, Inc. (now known as Eagle-Picher
Industries, Inc.), as issuer, the Persons party thereto as "guarantors" and The
Bank of New York, as trustee.

                  "INDEX RATE" shall mean, for any day, a floating rate equal to
the higher of (i) the rate publicly quoted from time to time by THE WALL STREET
JOURNAL as the "base rate on corporate loans at large U.S. money center
commercial banks" (or, if THE WALL STREET JOURNAL ceases quoting a base rate of
the type described, the highest per annum rate of interest published by the
Federal Reserve Board in Federal Reserve statistical release H.15 (519) entitled
"Selected Interest Rates" as the Bank prime loan rate or its equivalent), and
(ii) the Federal Funds Rate plus fifty (50) basis points per annum. Each change
in any interest rate provided for in the Purchase Agreement based upon the Index
Rate shall take effect at the time of such change in the Index Rate.

                  "INTERCREDITOR AGREEMENT" shall mean that certain
Intercreditor Agreement dated as of the Closing Date, among GE Capital, as
Administrative Agent, ABN Amro Bank N.V., as agent with respect to the Senior
Debt Facility, the Originators and Seller.

                  "INVESTMENT BASE" shall mean, as of any date of determination,
the amount equal to the Outstanding Balance of Eligible Receivables MINUS the
Reserves with respect thereto, in each case, as disclosed in the most recently
submitted Investment Base Certificate or as otherwise determined by the
Purchaser or the Administrative Agent, using its good faith and commercially
reasonable credit judgment and based on Seller Collateral information available
to any of them, including any information obtained from any audit or from any
other reports with respect to the Seller Collateral, which determination shall
be final, binding and conclusive on all parties to the Purchase Agreement
(absent manifest error).

                  "INVESTMENT BASE CERTIFICATE" shall have the meaning assigned
to it in SECTION 2.03(a) of the Purchase Agreement.


                                       19
<PAGE>

                  "INVESTMENT COMPANY ACT" shall mean the provisions of the
Investment Company Act of 1940, 15 U.S.C. Sections 80a ET SEQ., and any
regulations promulgated thereunder.

                  "INVESTMENT REPORTS" shall mean the reports with respect to
the Transferred Receivables and the Seller Collateral referred to in ANNEX
5.02(b) to the Purchase Agreement.

                  "INVESTMENTS" shall mean, with respect to any Seller Account
Collateral, the certificates, instruments, investment property or other
investments in which amounts constituting such collateral are invested from time
to time.

                  "INVESTOR PORTION" shall mean, with respect to any specified
amount, the product of (a) the fraction calculated in the definition of
Purchaser Interest and (b) such specified amount.

                  "INVOICE" means any invoice or similar document setting forth
the amount of or obligation to pay a Receivable, including any instrument or
chattel paper representing the same, and each other Record (other than a
Contract) relating solely to such Receivable.

                  "IRC" shall mean the Internal Revenue Code of 1986, as amended
from time to time, and any regulations promulgated thereunder, and any successor
thereto.

                  "IRS" shall mean the Internal Revenue Service.

                  "LAPA" shall mean that certain Liquidity Loan and Asset
Purchase Agreement dated as of January 8, 2002, among Redwood and GE Capital, in
its capacities as (a) the Administrative Agent, (b) the Collateral Agent and
Operating Agent for Redwood, (c) the initial Liquidity Lender, (d) the Liquidity
Agent, and (e) the Committed Purchaser, as amended, restated, supplemented or
otherwise modified from time to time.

                  "LETTER OF CREDIT" shall mean that certain Irrevocable Letter
of Credit No. RRC-3 dated March 7, 2000, issued by the Letter of Credit
Providers at the request of Redwood in favor of the Collateral Agent pursuant to
the Letter of Credit Agreement.

                  "LETTER OF CREDIT AGENT" shall mean GE Capital, in its
capacity as agent for the Letter of Credit Providers under the Letter of Credit
Agreement.

                  "LETTER OF CREDIT AGREEMENT" shall mean that certain Third
Amended and Restated Letter of Credit Reimbursement Agreement dated as of March
7, 2000, among Redwood, the Letter of Credit Agent, the Letter of Credit
Providers and the Collateral Agent.

                  "LETTER OF CREDIT PROVIDERS" shall mean, initially, GE
Capital, in its capacity as issuer of the Letter of Credit under the Letter of
Credit Agreement, and thereafter its successors and permitted assigns in such
capacity.

                  "LIBOR BUSINESS DAY" shall mean a Business Day on which banks
in the city of London are generally open for interbank or foreign exchange
transactions.


                                       20
<PAGE>

                  "LIBOR RATE" shall mean for each Settlement Period, a rate of
interest determined by the Administrative Agent equal to:

                           (a) the offered rate for deposits in United States
         Dollars for the applicable Settlement Period which appears on Reuters
         Libor Screen 01 and Libor Screen 02 as of 11:00 a.m., London time, on
         the second full LIBOR Business Day preceding the first day of each
         Settlement Period (unless such date is not a Business Day, in which
         event the next succeeding Business Day will be used); DIVIDED BY

                           (b) a number equal to 1.0 MINUS the aggregate (but
         without duplication) of the rates (expressed as a decimal fraction) of
         reserve requirements in effect on the day which is two (2) LIBOR
         Business Days prior to the beginning of such Settlement Period
         (including basic, supplemental, marginal and emergency reserves under
         any regulations of the Federal Reserve Board or other governmental
         authority having jurisdiction with respect thereto, as now and from
         time to time in effect) for Eurocurrency funding (currently referred to
         as "Eurocurrency liabilities" in Regulation D of the Federal Reserve
         Board which are required to be maintained by a member bank of the
         Federal Reserve System;

PROVIDED, that if the introduction of or any change in any law or regulation (or
any change in the interpretation thereof) shall make it unlawful, or any central
bank or other Governmental Authority shall assert that it is unlawful, for the
Committed Purchaser to agree to make or to make or to continue to fund or
maintain any Purchases or Capital Investment at the LIBOR Rate, then, unless the
Committed Purchaser is able to make or to continue to fund or to maintain such
Purchases or Capital Investment at another branch or office of the Committed
Purchaser without, in the Committed Purchaser's opinion, adversely affecting it
or its Capital Investment or the income obtained therefrom, the LIBOR Rate shall
in all such cases be equal to the Index Rate.

                  If such interest rates shall cease to be available from
Reuters, the LIBOR Rate shall be determined from such financial reporting
service or other information as shall be mutually acceptable to the
Administrative Agent and the Seller.

                  "LIEN" shall mean any mortgage or deed of trust, pledge,
hypothecation, assignment, deposit arrangement, lien, charge, claim, security
interest, easement or encumbrance, or preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever
(including any lease or title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing, and the filing
of, or agreement to give, any financing statement perfecting a security interest
under the UCC or comparable law of any jurisdiction).

                  "LIQUIDITY AGENT" shall mean GE Capital, in its capacity as
agent for the Liquidity Lenders pursuant to the LAPA.

                  "LIQUIDITY LENDERS" shall mean, collectively, GE Capital and
any other provider of Liquidity Loans under the LAPA.


                                       21
<PAGE>

                  "LIQUIDITY LOANS" shall mean any and all borrowings by Redwood
under the LAPA.

                  "LITIGATION" shall mean, with respect to any Person, any
action, claim, lawsuit, demand, investigation or proceeding pending or
threatened against such Person before any court, board, commission, agency or
instrumentality of any federal, state, local or foreign government or of any
agency or subdivision thereof or before any arbitrator or panel of arbitrators.

                  "LOC DRAW" shall mean any draw under the Letter of Credit.

                  "LOCKBOX" shall have the meaning assigned to it in SECTION
6.01(a)(ii) of the Purchase Agreement.

                  "LOCKBOX ACCOUNT" shall mean each lockbox account listed on
EXHIBIT 4.01(R) to the Purchase Agreement established in the name of the Seller
and held at a Lockbox Account Bank, together with any other segregated deposit
account established by the Seller for the deposit of Collections pursuant to and
in accordance with SECTION 6.01(a) of the Purchase Agreement.

                  "LOCKBOX ACCOUNT AGREEMENT" shall mean any agreement among an
Originator, the Seller, GE Capital, as Administrative Agent, and a Lockbox
Account Bank and/or Concentration Account Bank with respect to a Lockbox and
Lockbox Account and/or Concentration Account that provides, among other things,
that (a) all items of payment deposited in such Lockbox and Lockbox Account
and/or Concentration Account are held by such Lockbox Account Bank and/or
Concentration Account Bank, as the case may be, as custodian for GE Capital, as
Administrative Agent, (b) neither the Lockbox Account Bank nor the Concentration
Account Bank has any rights of setoff or recoupment or any other claim against
such Lockbox Account or Concentration Account, as the case may be, other than
for payment of its service fees and other charges directly related to the
administration of such Account and for returned checks or other items of payment
and (c) such Lockbox Account Bank agrees to forward all Collections received in
such Lockbox Account to the Concentration Account within one Business Day of
receipt of available funds, and such Concentration Account Bank agrees to
forward all Collections received in the Concentration Account to the Collection
Account within one Business Day of receipt of available funds, and is otherwise
in form and substance acceptable to the Administrative Agent.

                  "LOCKBOX ACCOUNT BANK" shall mean any bank or other financial
institution at which one or more Lockbox Accounts are maintained.

                  "LOSS RESERVE RATIO" shall mean, as of any date of
determination, the ratio (expressed as a percentage) calculated in accordance
with the following formula:

                  2 x ARR x  DEFHOR
                            --------
                             NRPB

                  where:


                                       22
<PAGE>

                  ARR =    the highest Three Month Aged Receivables Ratio during
                           the 12 Settlement Periods immediately preceding such
                           date.

                  DEFHOR = the aggregate Billed Amount of Transferred
                           Receivables originated during the four Settlement
                           Periods immediately preceding such date.

                  NRPB =   the Outstanding Balance of Transferred Receivables as
                           of the last day of the first Settlement Period
                           immediately preceding such date.

Notwithstanding the foregoing, the Loss Reserve Ratio may be changed at any time
by the Administrative Agent, using its good faith and commercially reasonable
credit judgment following a detailed analysis of the Transferred Receivables (or
upon receipt of additional information with respect thereto), and, in the case
of a decrease only, upon satisfaction of the Rating Agency Condition with
respect thereto; PROVIDED that, as long as no Termination Event has occurred,
the Administrative Agent shall give advance written notice to the Seller with
respect to such modification.

                  "MARGIN STOCK" shall have the meaning assigned to it in
Section 4.01(o) of the Purchase Agreement.

                  "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect
on (a) the business, financial or other condition or prospects of (i) the
Originators considered as a whole, (ii) the Seller, (iii) the Parent and its
Subsidiaries, considered as a whole, or (iv) the Servicer and the Sub-Servicers
considered as a whole, (b) the ability of any Originator, the Seller or the
Servicer to perform any of its obligations under the Related Documents in
accordance with the terms thereof, (c) the validity or enforceability of any
Related Document or the rights and remedies of the Seller, the Purchasers, the
Administrative Agent or the Collateral Agent under any Related Document, (d) the
federal income tax attributes of the sale, contribution or pledge of the
Transferred Receivables pursuant to any Related Document or (e) the Transferred
Receivables and the Contracts therefor taken as a whole, the Originator
Collateral taken as a whole, the Seller Collateral taken as a whole or the
ownership interests or Liens of the Seller or the Purchasers or the
Administrative Agent thereon or the priority of such interests or Liens.

                  "MATURITY DATE" shall mean, with respect to any Receivable,
the due date for payment therefor specified in the Contract therefor, or, if no
date is so specified, 60 days from the Billing Date.

                  "MAXIMUM DEFERRED PURCHASE PRICE" shall mean at any time on
and after the ninetieth day following the Closing Date, an amount equal to ten
times the Seller Capital at such time.

                  "MAXIMUM PURCHASE LIMIT" shall mean $75,000,000, as such
amount may be reduced in accordance with SECTION 2.02(a) of the Purchase
Agreement.


                                       23
<PAGE>

                  "MINIMUM SELLER CAPITALIZATION" shall mean (a) at any time
between the Closing Date and the ninetieth day following the Closing Date,
$1,400,000, and (b) at any time on and after the ninetieth day following the
Closing Date, an amount equal to the greater of (i) ten percent (10%) of the
Deferred Purchase Price then outstanding under the Sale Agreement, and (ii) the
average, for the three preceding Settlement Periods, of the aggregate
Outstanding Balances of all Transferred Receivables as of the last day of such
Settlement Period which then remained unpaid for more than 90 days but less than
121 days from their respective Billing Dates.

                  "MONTHLY REPORT" shall have the meaning assigned to it in
PARAGRAPH (a) of ANNEX 5.02(a) to the Purchase Agreement.

                  "MOODY'S" shall mean Moody's Investors Service, Inc. or any
successor thereto.

                  "MULTIEMPLOYER PLAN" shall mean a "multiemployer plan" as
defined in Section 4001(a)(3) of ERISA with respect to which any Originator or
ERISA Affiliate is making, is obligated to make, or has made or been obligated
to make, contributions on behalf of participants who are or were employed by any
of them.

                  "NET WORTH PERCENTAGE" shall mean a fraction (expressed as a
percentage) (a) the numerator of which equals the aggregate Outstanding Balance
of the Transferred Receivables minus the aggregate outstanding Capital
Investment and (b) the denominator of which equals the Outstanding Balance of
Transferred Receivables.

                  "NOTES" means those 9-3/8% Senior Subordinated Notes due 2008
issued pursuant to the Indenture.

                  "OBLIGOR" shall mean, with respect to any Receivable, the
Person primarily obligated to make payments in respect thereof.

                  "OFFICER'S CERTIFICATE" shall mean, with respect to any
Person, a certificate signed by an Authorized Officer of such Person.

                  "OFFSET RESERVE" means, at any time, with respect to any
Obligor, the amount established by the Servicer as a reserve for offsets to the
aggregate Outstanding Balance of such Obligor's Transferred Receivables as a
result of liabilities owing by the Originators to such Obligor, which shall not
exceed the lesser of (i) such aggregate Outstanding Balance and (ii) the
aggregate amount of such liabilities.

                  "OPERATING AGENT" shall mean GE Capital, in its capacity as
operating agent for the Conduit Purchaser under the Administrative Services
Agreement.

                  "ORIGINATOR" shall mean each of the Parent and each Subsidiary
Originator as a seller of Receivables under the Sale Agreement.


                                       24
<PAGE>

                  "ORIGINATOR COLLATERAL" shall have the meaning assigned to it
in SECTION 7.01 of the Sale Agreement.

                  "ORIGINATOR INDEMNIFIED PERSON" shall have the meaning
assigned to it in SECTION 5.01 of the Sale Agreement.

                  "OTHER FUNDING AGREEMENTS" shall mean any agreements entered
into from time to time by any Purchaser for the purchase or financing of
receivables.

                  "OUTSTANDING BALANCE" shall mean, with respect to any
Receivable and as of any date of determination, the amount (which amount shall
not be less than zero) equal to (a) the Billed Amount thereof, minus (b) all
Collections received from the Obligor thereunder, MINUS (c) all discounts to or
any other modifications that reduce such Billed Amount; PROVIDED, that if the
Administrative Agent or the Servicer makes a determination that all payments by
such Obligor with respect to such Billed Amount have been made, the Outstanding
Balance shall be zero.

                  "PARENT" shall mean Eagle-Picher Industries, Inc., an Ohio
corporation.

                  "PARENT GROUP" shall mean the Parent and each of its
Affiliates other than the Seller.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation.

                  "PENSION PLAN" shall mean a Plan described in Section 3(2) of
ERISA.

                  "PER ANNUM DAILY MARGIN" shall mean (a) with respect to
Capital Investment made by the Conduit Purchaser, 0.90%, and (b) with respect to
Capital Investment made by the Committed Purchaser, (i) at the LIBOR Rate, 2.50%
and (ii) at the Index Rate, 0.50%.

                  "PERMITTED INVESTMENTS" shall mean any of the following:

                  (a) obligations of, or guaranteed as to the full and timely
payment of principal and interest by, the federal government of the United
States or obligations of any agency or instrumentality thereof if such
obligations are backed by the full faith and credit of the federal government of
the United States, in each case with maturities of not more than 90 days from
the date acquired;

                  (b) repurchase agreements on obligations of the type specified
in CLAUSE (a) of this definition; PROVIDED, that the short-term debt obligations
of the party agreeing to repurchase are rated at least A-1+ or the equivalent by
S&P and P-1 or the equivalent by Moody's;

                  (c) federal funds, certificates of deposit, time deposits and
bankers' acceptances of any depository institution or trust company incorporated
under the federal laws of the United States or any state, in each case with
original maturities of not more than 90 days or, in the case of bankers'
acceptances, original maturities of not more than 365 days; PROVIDED, that


                                       25
<PAGE>

the short-term obligations of such depository institution or trust company are
rated at least A-1+ or the equivalent by S&P and P-1 or the equivalent by
Moody's;

                  (d) commercial paper of any corporation incorporated under the
laws of the United States of America or any state thereof with original
maturities of not more than 30 days that on the date of acquisition are rated at
least A-1+ or the equivalent by S&P and P-1 or the equivalent by Moody's;

                  (e) securities of money market funds rated at least Aam or the
equivalent by S&P and P-1 or the equivalent by Moody's; and

                  (f) such other investments approved in writing by the
Administrative Agent with respect to which each Rating Agency shall have
confirmed in writing to the Purchaser and Collateral Agent that such investments
shall not result in a withdrawal or reduction of the then current rating by such
Rating Agency of the Commercial Paper.

                  "PERMITTED ORIGINATOR ENCUMBRANCES" shall mean the following
encumbrances: (a) Liens for taxes or assessments or other governmental charges
not yet due and payable (other than with respect to environmental matters); (b)
pledges or deposits securing obligations under worker's compensation,
unemployment insurance, social security or public liability laws or similar
legislation (excluding Liens under ERISA); (c) pledges or deposits securing
bids, tenders, contracts (other than contracts for the payment of money) or
leases to which any Originator, the Seller or the Servicer is a party as lessee
made in the ordinary course of business; (d) deposits securing statutory
obligations of any Originator, the Seller or the Servicer; (e) inchoate and
unperfected workers', mechanics', suppliers' or similar Liens arising in the
ordinary course of business; (f) carriers', warehousemen's or other similar
possessory Liens arising in the ordinary course of business and securing
liabilities in an outstanding aggregate amount not in excess of $500,000 at any
one time; (g) deposits securing, or in lieu of, surety, appeal or customs bonds
in proceedings to which any Originator, the Seller or the Servicer is a party;
(h) any attachment or judgment Lien not constituting a Termination Event under
SECTION 9.01(f) of the Purchase Agreement; (i) Liens existing on the Closing
Date and listed on SCHEDULE 4.03(b) of the Sale Agreement or SCHEDULE 5.03(b) of
the Purchase Agreement; (j) Liens expressly permitted under SECTION 4.03(b) of
the Sale Agreement (except that such Liens shall not be deemed "Permitted
Originator Encumbrances" until such Liens have satisfied the criteria set forth
in such section), (l) Liens securing Debt which is incurred to extend,
refinance, renew, replace, defease or refund Debt which has been secured by a
Lien permitted under the Sale Agreement and is permitted to be extended,
refinanced, renewed, replaced, defeased or refunded under the Sale Agreement but
only to the extent that such Lien is limited to the same collateral as that
covered by the prior Lien, (m) Liens arising under the Senior Debt Facility, and
(n) presently existing or hereinafter created Liens in favor of the Seller, the
Purchasers, the Administrative Agent or the Collateral Agent.

                  "PERMITTED SELLER ENCUMBRANCES" shall mean the following
encumbrances: (a) Liens for taxes or assessments or other governmental charges
not yet due and payable (other than with respect to environmental matters); (b)
deposits securing statutory obligations of the Seller;



                                       26
<PAGE>

(c) presently existing or hereinafter created Liens in favor of the Purchasers,
the Administrative Agent or the Collateral Agent and (d) any Lien created
pursuant to the terms of the Senior Debt Facility that is released in full on
the applicable Transfer Date.

                  "PERSON" shall mean any individual, sole proprietorship,
partnership, joint venture, unincorporated organization, trust, association,
corporation (including a business trust), limited liability company,
institution, public benefit corporation, joint stock company, Governmental
Authority or any other entity of whatever nature.

                  "PLAN" shall mean, at any time, an "employee benefit plan," as
defined in Section 3(3) of ERISA, that any Originator or ERISA Affiliate
maintains, contributes to or has an obligation to contribute to on behalf of
participants who are or were employed by any Originator or ERISA Affiliate.

                  "PROGRAM DOCUMENTS" shall mean the Letter of Credit Agreement,
the LAPA, the Collateral Agent Agreement, the Depositary Agreement, the
Commercial Paper, the Administrative Services Agreement, each Accession
Agreement and the Dealer Agreements.

                  "PROJECTIONS" shall mean the Parent's and the Originators'
forecasted consolidated: (a) balance sheets; (b) profit and loss statements; (c)
cash flow statements; and (d) capitalization statements, all prepared in a
manner consistent with the historical financial statements of the Parent and the
Originators, together with appropriate supporting details and a statement of
underlying assumptions.

                  "PURCHASE" shall have the meaning assigned to it in SECTION
2.01 of the Purchase Agreement.

                  "PURCHASE AGREEMENT" shall mean that certain Receivables
Purchase and Servicing Agreement dated as of January 8, 2002, among the Seller,
the Conduit Purchaser, the Committed Purchaser, the Servicer and the
Administrative Agent.

                  "PURCHASE ASSIGNMENT" shall mean that certain Purchase
Assignment dated as of the Closing Date by and between the Seller and the
Applicable Purchaser in the form attached as EXHIBIT 2.04(A) to the Purchase
Agreement.

                  "PURCHASE DATE" shall mean each day on which a Purchase is
made.

                  "PURCHASE DISCOUNT RATE" shall mean, as of any date of
determination, a rate equal to the lesser of (a) the Dynamic Purchase Discount
Rate and (b) the Purchase Discount Rate Cap.

                  "PURCHASE DISCOUNT RATE CAP" shall mean a rate equal to
eighty-five percent (85%); PROVIDED, that the Purchase Discount Rate Cap may be
changed at any time by the Administrative Agent, using its good faith and
commercially reasonable credit judgment following a detailed analysis of the
Transferred Receivables (or upon receipt of additional information with respect
thereto), and, in the case of an increase only, upon satisfaction of the


                                       27
<PAGE>

Rating Agency Condition with respect thereto; PROVIDED that, as long as no
Termination Event has occurred, the Administrative Agent shall give advance
written notice to the Seller with respect to such modification.

                  "PURCHASE EXCESS" shall mean, as of any date of determination,
the extent to which the Capital Investment exceeds the Availability, in each
case as disclosed in the most recently submitted Investment Base Certificate or
as otherwise determined by the Applicable Purchaser or the Administrative Agent
based on Seller Collateral information available to any of them, including any
information obtained from any audit or from any other reports with respect to
the Seller Collateral, which determination shall be final, binding and
conclusive on all parties to the Purchase Agreement (absent manifest error).

                  "PURCHASER INTEREST" shall mean the undivided percentage
ownership interest of the Purchasers in the Transferred Receivables which are
purchased under the Purchase Agreement. The Purchaser Interest of the Purchasers
shall be expressed as a fraction of the total Transferred Receivables computed
as follows:

                  PI    =     C + DR
                            ------------
                              IB x PDR

         where:

                  PI    =   the Purchaser Interest at the time of determination;

                  C     =   the aggregate Capital Investment at such time;

                  DR    =   the Discount Reserve;

                  IB    =   the Investment Base at such time; and

                  PDR   =   the Purchase Discount Rate at such time.

(a) The Purchaser Interest shall be calculated (or deemed to be calculated) on
each Business Day from the Closing Date through the Facility Termination Date;
(b) from and after the Facility Termination Date until the Termination Date, the
Purchaser Interest of the Purchasers shall be fixed at 100%, and (c) after the
Termination Date, the Purchaser Interest of the Purchasers shall equal zero.

                  "PURCHASERS" shall mean the Conduit Purchaser and the
Committed Purchaser

                  "QUALIFIED PLAN" shall mean a Pension Plan that is intended to
be tax-qualified under Section 401(a) of the IRC.

                  "RATING AGENCY" shall mean Moody's and/or S&P, as applicable.


                                       28
<PAGE>

                  "RATING AGENCY CONDITION" shall mean, with respect to any
action, that each Rating Agency has notified the Conduit Purchaser and the
Administrative Agent in writing that such action will not result in a reduction
or withdrawal of the rating of any outstanding Commercial Paper.

                  "RATIOS" shall mean, collectively, the Default Ratio, the
Delinquency Ratio, the Dilution Ratio, the Dilution Reserve Ratio, the Dilution
Trigger Ratio, the Loss Reserve Ratio, the Receivables Collection Turnover, the
Two Month Rolling Dilution Ratio and the Three Month Aged Receivables Ratio.

                  "RECEIVABLE" shall mean, with respect to any Obligor:

                  (a) indebtedness of such Obligor (whether constituting an
account, chattel paper, document, instrument or general intangible) arising from
the provision of merchandise, goods or services to such Obligor, including the
right to payment of any interest or finance charges and other obligations of
such Obligor with respect thereto;

                  (b) all rights to returned merchandise or goods the sale of
which gave rise to such indebtedness, and all Liens and property subject thereto
from time to time securing or purporting to secure any such indebtedness of such
Obligor;

                  (c) all guaranties, indemnities and warranties, insurance
policies, financing statements and other agreements or arrangements of whatever
character from time to time supporting or securing payment of any such
indebtedness;

                  (d) all Collections with respect to any of the foregoing;

                  (e) all Invoices with respect to any of the foregoing; and

                  (f) all proceeds (whether constituting accounts, chattel
paper, documents, instruments or general intangibles) with respect to the
foregoing;

PROVIDED that the foregoing definition of "Receivable" shall exclude all
Excluded Receivables.

                  "RECEIVABLES ASSIGNMENT" shall have the meaning assigned to
such term in SECTION 2.01(a) of the Sale Agreement.

                  "RECEIVABLES COLLECTION TURNOVER" shall mean, as of any date
of determination, the amount (expressed in days) equal to:

                  (a) a fraction, (i) the numerator of which is equal to the
average of the Outstanding Balances of Transferred Receivables on the first day
of each of the 3 Settlement Periods immediately preceding such date and (ii) the
denominator of which is equal to aggregate Collections received during such 3
Settlement Periods with respect to all Transferred Receivables,


                                       29
<PAGE>

                  MULTIPLIED BY

                  (b) the number of days contained in such 3 Settlement Periods.

                  "RECORDS" shall mean all Invoices and other documents, books,
records and other information (including computer programs, tapes, disks, data
processing software and related property and rights) prepared and maintained by
any Originator, the Servicer, any Sub-Servicer or the Seller with respect to the
Receivables and the Obligors thereunder, the Originator Collateral and the
Seller Collateral.

                  "REDWOOD" shall mean Redwood Receivables Corporation, a
Delaware corporation.

                  "REDWOOD DAILY YIELD" shall mean, for any day, the product of
(a) the Redwood Daily Yield Rate for such day, MULTIPLIED BY (b) Redwood's
Capital Investment outstanding on such day.

                  "REDWOOD DAILY YIELD RATE" means, on any day, a floating per
annum rate equal to the sum of (a) the Daily Margin on such day, PLUS (b) if a
Termination Event has occurred and is continuing, the Daily Default Margin, PLUS
(c)(i) to the extent the Conduit Purchaser's Purchases hereunder are being
funded by the sale of Commercial Paper, (A) the per annum rate equivalent to the
weighted average of the rates paid or payable by the Conduit Purchaser from time
to time as interest on or otherwise (by means of interest rate hedges or
otherwise) in respect of Commercial Paper that is allocated, in whole or in
part, to fund or maintain the Conduit Purchaser's Capital Investment during the
relevant Settlement Period, which rates shall reflect and give effect to Dealer
fees, commissions of placement agents and other issuance costs in respect of
such Commercial Paper, DIVIDED BY (B) 360 days; PROVIDED, HOWEVER, that if any
component of such rate is a discount rate the rate used shall be the rate
resulting from converting such discount rate to an interest bearing equivalent
rate per annum and (ii) to the extent the Conduit Purchaser's Purchases
hereunder are not being financed by the sale of Commercial Paper, the daily rate
to the Conduit Purchaser of borrowing such funds under the LAPA.

                  "REDWOOD TERMINATION DATE" means the date elected by Redwood
or the Collateral Agent, by notice to the Seller and the Administrative Agent as
the Redwood Termination Date; PROVIDED, that on such date, one or more of the
following events shall have occurred and be continuing: (a) a Seller LOC Draw;
(b) the obligations of the Liquidity Lenders to make Liquidity Loans shall have
terminated and such Liquidity Lenders shall not have otherwise been replaced;
(c) an event of default under the Collateral Agent Agreement or any other
Program Document shall have occurred; (d) the short term debt rating of a
Liquidity Lender shall have been downgraded by a Rating Agency and such
Liquidity Lender shall not have been replaced in accordance with the terms of
the LAPA within 30 days thereafter; (e) Redwood or the Collateral Agent shall
have determined that the funding of Transferred Receivables by Redwood under the
Purchase Agreement is impracticable for any reason whatsoever, including as a
result of (1) a drop in or withdrawal of any of the ratings assigned to the
Commercial Paper by any Rating Agency, (2) the imposition of Additional Amounts,


                                       30
<PAGE>

(3) restrictions imposed by any Person on the amount of Transferred Receivables
Redwood may finance or (4) the inability of Redwood to issue Commercial Paper;
(f) any change in accounting standards shall occur or any pronouncement or
release of any accounting or regulatory body (including FASB, AICPA or the
Securities and Exchange Commission) shall be issued, or any other change in the
interpretation of accounting standards shall occur, such that all or any portion
of the Conduit Purchaser's assets and liabilities are deemed to be consolidated
with the assets and liabilities of GE Capital or any of its Affiliates; (g) a
Termination Event shall have occurred and be continuing; or (h) the outstanding
loans to the Conduit Purchaser under the LAPA equal or exceed the Conduit
Purchaser's Capital Investment at such time and no interest or other amounts are
owed to the Conduit Purchaser under the Purchase Agreement or the other Related
Documents.

                  "REDWOOD TRANSFER DATE" means the date on which the Conduit
Purchaser transfers to the Liquidity Lenders all of the Conduit Purchaser's
right, title and interest in and to its Purchaser Interest in the Transferred
Receivables, which transfer may be made at any time when any of the following
has occurred: (i) a Termination Event, (ii) the Redwood Termination Date or
(iii) both (a) the outstanding loans made to the Conduit Purchaser pursuant to
the LAPA equal or exceed the Conduit Purchaser's Capital Investment at such time
and (b) no other amounts are owed to the Conduit Purchaser under the Purchase
Agreement.

                  "REGULATORY CHANGE" shall mean any change after the Closing
Date in any federal, state or foreign law or regulation (including Regulation D
of the Federal Reserve Board) or the adoption or making after such date of any
interpretation, directive or request under any federal, state or foreign law or
regulation (whether or not having the force of law) by any Governmental
Authority charged with the interpretation or administration thereof that, in
each case, is applicable to any Affected Party.

                  "REINVESTMENT PURCHASE" shall have the meaning assigned to it
in SECTION 2.01 of the Purchase Agreement.

                  "RELATED DOCUMENTS" shall mean each Lockbox Account Agreement,
the Fee Letter, the Intercreditor Agreement, the Sale Agreement, the Purchase
Agreement, each Receivables Assignment, the Purchase Assignment, and all other
agreements, instruments, documents and certificates identified in the Schedule
of Documents and including all other pledges, powers of attorney, consents,
assignments, contracts, notices, and all other written matter whether
heretofore, now or hereafter executed by or on behalf of any Person, or any
employee of any Person, and delivered in connection with the Sale Agreement, the
Purchase Agreement or the transactions contemplated thereby. Any reference in
the Sale Agreement, the Purchase Agreement or any other Related Document to a
Related Document shall include all Appendices thereto, and all amendments,
restatements, supplements or other modifications thereto, and shall refer to
such Related Document as the same may be in effect at any and all times such
reference becomes operative.

                  "REPAYMENT NOTICE" shall have the meaning assigned to it in
SECTION 2.03(c) of the Purchase Agreement.


                                       31
<PAGE>

                  "REPORTABLE EVENT" shall mean any of the events set forth in
Section 4043(b) of ERISA.

                  "RESERVES" shall mean the aggregate Concentration Discount
Amount for all Obligors of Transferred Receivables, the Aggregate Offset Reserve
and such other reserves as the Administrative Agent, using its good faith and
commercially reasonable credit judgment following a detailed analysis of the
Transferred Receivables (or upon receipt of additional information with respect
thereto), may establish from time to time; PROVIDED that, as long as no
Termination Event has occurred, the Administrative Agent shall give advance
written notice to the Seller with respect to such modification.

                  "RESPONSE TO SOLICITATION" means that certain Response to
Solicitation Pursuant to Section 9.2 of Indenture with respect to the Indenture.

                  "RETAINED MONTHLY YIELD" shall mean, as of any date of
determination within a Settlement Period, the sum of all amounts transferred to
or retained in the Retention Account with respect to Daily Yield from and
including the first day of such Settlement Period through and including such
date pursuant to SECTION 6.03(a)(ii)(a) AND (b) of the Purchase Agreement.

                  "RETAINED SERVICING FEE" shall mean, as of any date of
determination within a Settlement Period, the sum of all amounts transferred to
or retained in the Retention Account with respect to the Servicing Fee from and
including the first day of such Settlement Period through and including such
date pursuant to SECTION 6.03(a)(ii)(c) AND (d) of the Purchase Agreement.

                  "RETAINED UNUSED COMMITMENT FEE" shall mean, as of any date of
determination within a Settlement Period, the sum of all amounts transferred to
or retained in the Retention Account with respect to the Unused Commitment Fee
from and including the first day of such Settlement Period through and including
such date in accordance with SECTION 6.03(a)(ii)(e) AND (f) of the Purchase
Agreement.

                  "RETENTION ACCOUNT" shall mean, (i) with respect to the
Conduit Purchaser, that certain segregated deposit account established by the
Administrative Agent and maintained with the Depositary designated as the
"Redwood Main Collection Account," account number 00386310, ABA No. 021001033,
Reference: Eagle-Picher Retention Account 33133, and (ii) with respect to the
Committed Purchaser, such other segregated deposit account as may be established
by the Administrative Agent for the Committed Purchaser.

                  "RETENTION ACCOUNT DEFICIENCY" shall mean, as of any
Settlement Date, (A) prior to the occurrence of a Committed Purchaser Funding
Event, the amount, if any, by which (1) the amounts necessary to make the
payments required under SECTIONS 6.04(a)(i), (ii) and (iii) of the Purchase
Agreement exceeds (2) the amounts on deposit in the Retention Account or (B)
after the occurrence of a Committed Purchaser Funding Event, the amount, if any,
by which (1) the amounts necessary to make the payments required under SECTIONS
6.04(a)(i), (ii) and (iii) of the


                                       32
<PAGE>
Purchase Agreement exceeds (2) the amounts actually disbursed to the
Administrative Agent pursuant to SECTIONS 6.04(a)(i), (ii) and (iii) of the
Purchase Agreement.

                  "RETIREE WELFARE PLAN" shall mean, at any time, a Welfare Plan
that provides for continuing coverage or benefits for any participant or any
beneficiary of a participant after such participant's termination of employment,
other than continuation coverage provided pursuant to Section 4980B of the IRC
and at the sole expense of the participant or the beneficiary of the
participant.

                  "REVOLVING PERIOD" shall mean the period from and including
the Closing Date through and including the day immediately preceding the
Facility Termination Date.

                  "S&P" means Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc., or any successor thereto.

                  "SALE" shall mean a sale of Receivables by an Originator to
the Seller in accordance with the terms of the Sale Agreement.

                  "SALE AGREEMENT" shall mean that certain Receivables Sale
Agreement dated as of January 8, 2002, between each Originator and the Seller,
as the buyer thereunder.

                  "SALE PRICE" shall mean, with respect to any Sale of
Transferred Receivables, the price calculated by the Seller and approved from
time to time by the Administrative Agent equal to:

                  (a) the aggregate Outstanding Balance of such Transferred
Receivables, MINUS

                  (b) the expected costs to be incurred by the Seller in
financing the purchase of such Transferred Receivables until the aggregate
Outstanding Balance of such Transferred Receivables is paid in full, MINUS

                  (c) the portion of such Transferred Receivables that are
reasonably expected by such Originator to be written off as uncollectible, MINUS

                  (d) the portion of such Transferred Receivables that are
reasonably expected by such Originator to be reduced by means other than the
receipt of Collections thereon or pursuant to CLAUSE (c) above, MINUS

                  (e) amounts expected to be paid to the Servicer with respect
to the servicing, administration and collection of such Transferred Receivables;

PROVIDED, that such calculations shall be determined based on the historical
experience of (x) such Originator, with respect to the calculations required in
each of CLAUSES (c) and (d) above, and (y) the Seller, with respect to the
calculations required in CLAUSES (b) and (e) above.


                                       33
<PAGE>

                  "SCHEDULE OF DOCUMENTS" shall mean the schedule, including all
appendices, exhibits or schedules thereto, listing certain documents and
information to be delivered in connection with the Sale Agreement, the Purchase
Agreement and the other Related Documents and the transactions contemplated
thereunder, substantially in the form attached as ANNEX Y to the Purchase
Agreement and the Sale Agreement.

                  "SECURITIES ACT" shall mean the provisions of the Securities
Act of 1933, 15 U.S.C. Sections 77a ET SEQ., and any regulations promulgated
thereunder.

                  "SECURITIES EXCHANGE ACT" shall mean the provisions of the
Securities Exchange Act of 1934, 15 U.S.C. Sections 78a ET SEQ., and any
regulations promulgated thereunder.

                  "SECURITIZATION TRUST" shall mean the Securitization Vehicle
Stockholder Trust established for the purpose of holding Stock of the Seller.

                  "SELLER" shall mean Eagle-Picher Funding Corporation, a
Delaware corporation, in its capacity as seller under the Purchase Agreement.

                  "SELLER ACCOUNT" shall mean a deposit account maintained in
the name of the Seller at a commercial bank in the United States of America, as
designated by the Seller from time to time.

                  "SELLER ASSIGNED AGREEMENTS" shall have the meaning assigned
to it in SECTION 8.01(B) of the Purchase Agreement.

                  "SELLER CAPITAL" shall mean, at any time, an amount equal to
(a) the aggregate paid-in capital of the Seller, PLUS (b) the Seller's net
income since the Closing Date to such time, if any, MINUS (c) the Seller's net
losses since the Closing Date to such time, if any, MINUS (d) the aggregate
amount of dividends and distributions declared and paid on the Seller's Stock
since the Closing Date.

                  "SELLER COLLATERAL" shall have the meaning assigned to it in
SECTION 8.01 of the Purchase Agreement.

                  "SELLER ACCOUNT COLLATERAL" shall have the meaning assigned to
it in SECTION 8.01(c) of the Purchase Agreement.

                  "SELLER LOC DRAWS" shall mean any payments made to the
Purchaser in connection with the Letter of Credit and allocated to the Seller.

                  "SELLER SECURED OBLIGATIONS" shall mean all loans, advances,
debts, liabilities, indemnities and obligations for the performance of
covenants, tasks or duties or for payment of monetary amounts (whether or not
such performance is then required or contingent, or such amounts are liquidated
or determinable) owing by the Seller to any Affected Party under the Purchase
Agreement and any document or instrument delivered pursuant thereto, and all
amendments, extensions or renewals thereof, and all covenants and duties
regarding such


                                       34
<PAGE>

amounts, of any kind or nature, present or future, whether or not evidenced by
any note, agreement or other instrument, arising thereunder, including Capital
Investment, Daily Yield, Yield Shortfall, Unused Commitment Fees, Unused
Commitment Fee Shortfall, amounts in reduction of Purchase Excess, Successor
Servicing Fees and Expenses, Additional Amounts and Indemnified Amounts. This
term includes all principal, interest (including all interest that accrues after
the commencement of any case or proceeding by or against the Seller in
bankruptcy, whether or not allowed in such case or proceeding), fees, charges,
expenses, attorneys' fees and any other sum chargeable to the Seller thereunder,
whether now existing or hereafter arising, voluntary or involuntary, whether or
not jointly owed with others, direct or indirect, absolute or contingent,
liquidated or unliquidated, and whether or not from time to time decreased or
extinguished and later increased, created or incurred, and all or any portion of
such obligations that are paid to the extent all or any portion of such payment
is avoided or recovered directly or indirectly from any Purchaser or the
Administrative Agent or any transferee of the Purchaser or the Administrative
Agent as a preference, fraudulent transfer or otherwise.

                  "SELLER'S SHARE" shall mean the ratio of (a) the Maximum
Purchase Limit under the Purchase Agreement TO (b) the aggregate maximum
purchase limits or commitments under the Purchase Agreement and all Other
Funding Agreements.

                  "SENIOR DEBT FACILITY" shall mean the Credit Agreement and the
other loan documents executed in connection therewith, together with such
amendments, restatements, supplements or modifications thereto or any
refinancings, replacements or refundings thereof as may be agreed to by the
Purchasers and the Administrative Agent.

                  "SERVICER" shall mean the Parent, in its capacity as the
Servicer under the Purchase Agreement, or any other Person designated as a
Successor Servicer.

                  "SERVICER'S CERTIFICATE" shall mean an Officer's Certificate
substantially in the form of EXHIBIT 3.01(a)(iii)(a) AND (b) to the Purchase
Agreement.

                  "SERVICER TERMINATION NOTICE" shall mean any notice by the
Administrative Agent to the Servicer that (a) an Event of Servicer Termination
has occurred and (b) the Servicer's appointment under the Purchase Agreement has
been terminated.

                  "SERVICING FEE" shall mean, for any day within a Settlement
Period, the amount equal to (a) (i) the Servicing Fee Rate DIVIDED BY (ii) 360,
MULTIPLIED BY (b) the aggregate Outstanding Balance of the Transferred
Receivables on such day.

                  "SERVICING FEE RATE" shall mean 1.00%.

                  "SERVICING FEE SHORTFALL" shall mean, as of any date of
determination within a Settlement Period, the amount, if any, by which the
Accrued Servicing Fee exceeds the Retained Servicing Fee, in each case as of
such date.


                                       35
<PAGE>

                  "SERVICING OFFICER" shall mean any officer of the Servicer
involved in, or responsible for, the administration and servicing of the
Transferred Receivables and whose name appears on any Officer's Certificate
listing servicing officers furnished to the Administrative Agent by the
Servicer, as such certificate may be amended from time to time.

                  "SERVICING RECORDS" shall mean all documents, books, Records
and other information (including computer programs, tapes, disks, data
processing software and related property and rights) prepared and maintained by
the Servicer with respect to the Transferred Receivables and the Obligors
thereunder.

                  "SERVICING SOFTWARE" shall mean the data processing software
used by the Originators, Servicer and/or Seller for the purpose of servicing,
monitoring, and retaining data regarding the Transferred Receivables, the Seller
Collateral and the Obligors thereunder.

                  "SETTLEMENT DATE" shall mean the tenth Business Day following
the end of each Settlement Period.

                  "SETTLEMENT PERIOD" shall mean (a) solely for purposes of
determining the Ratios, (i) with respect to all Settlement Periods other than
the final Settlement Period, each calendar month, whether occurring before or
after the Closing Date, and (ii) with respect to the final Settlement Period,
the period ending on the Termination Date and beginning with the first day of
the calendar month in which the Termination Date occurs, and (b) for all other
purposes, (i) with respect to the initial Settlement Period, the period from and
including the Closing Date through and including the last day of the calendar
month in which the Closing Date occurs, (ii) with respect to the final
Settlement Period, the period ending on the Termination Date and beginning with
the first day of the calendar month in which the Termination Date occurs, and
(iii) with respect to all other Settlement Periods, each calendar month;
PROVIDED, HOWEVER, that upon the occurrence of the Committed Purchaser Funding
Event, such Settlement Period shall terminate on the day prior to the Committed
Purchaser Funding Event, and the next Settlement Period shall be the period from
and including the day of the Committed Purchaser Funding Event through and
including the last day of the calendar month in which the Committed Purchaser
Funding Event occurs.

                  "SOLVENCY CERTIFICATE" shall mean an Officer's Certificate
substantially in the form of EXHIBIT 3.01(a)(i) to the Purchase Agreement.

                  "SOLVENT" shall mean, with respect to any Person on a
particular date, that on such date (a) the fair value of the property of such
Person is greater than the total amount of liabilities, including contingent
liabilities, of such Person; (b) the present fair salable value of the assets of
such Person is not less than the amount that will be required to pay the
probable liability of such Person on its Debts as they become absolute and
matured; (c) such Person does not intend to, and does not believe that it will,
incur Debts or liabilities beyond such Person's ability to pay as such Debts and
liabilities mature; and (d) such Person is not engaged in a business or
transaction, and is not about to engage in a business or transaction, for which
such Person's property would constitute an unreasonably small capital. The
amount of contingent liabilities (such as


                                       36
<PAGE>

Litigation, guaranties and pension plan liabilities) at any time shall be
computed as the amount that, in light of all the facts and circumstances
existing at the time, represents the amount that can reasonably be expected to
become an actual or matured liability.

                  "SPECIAL LIMIT" shall mean, (i) with respect to Ford Motor
Company as long as such Person's (a) short-term unsecured debt rating is at
least "A-2" from S&P and (b) long-term unsecured debt rating is at least "A3"
from Moody's, 20%, (ii) with respect to General Motors Corporation as long as
such Person's short-term unsecured debt rating is at least "A-2" from S&P and as
least "P-2" from Moody's, 15%, (iii) with respect to Marion Industries, Inc.,
10%, and (iv) with respect to any other Person, subject to satisfaction of the
Rating Agency Condition, such percentage as may be specified by the
Administrative Agent using its good faith and commercially reasonable credit
judgment following a detailed analysis of the Transferred Receivables (or upon
receipt of additional information with respect thereto); PROVIDED, HOWEVER, that
each of the percentages contained in the foregoing definition may be changed at
any time by the Administrative Agent, using its good faith and commercially
reasonable credit judgment following a detailed analysis of the Transferred
Receivables (or upon receipt of additional information with respect thereto),
and, in the case of an increase only, upon satisfaction of the Rating Agency
Condition with respect thereto; PROVIDED, FURTHER, that, as long as no
Termination Event has occurred, the Administrative Agent shall give advance
written notice to the Seller with respect to each such modification.

                  "SPECIFIED OBLIGOR" shall mean each Obligor which the
Administrative Agent agrees may be a "Specified Obligor" in a writing addressed
to the Seller.

                  "SPECIFIED OBLIGOR LOCKBOXES" shall mean each Lockbox which
the Administrative Agent agrees may be a "Specified Obligor Lockbox" in a
writing addressed to the Seller.

                  "STOCK" shall mean all shares, options, warrants, member
interests, general or limited partnership interests or other equivalents
(regardless of how designated) of or in a corporation, limited liability
company, partnership or equivalent entity whether voting or nonvoting, including
common stock, preferred stock or any other "equity security" (as such term is
defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the
Securities and Exchange Commission under the Securities Exchange Act).

                  "STOCKHOLDER" shall mean, with respect to any Person, each
holder of Stock of such Person.

                  "SUB-SERVICER" shall mean any Person with whom the Servicer
enters into a Sub-Servicing Agreement.

                  "SUB-SERVICING AGREEMENT" shall mean any written contract
entered into between the Servicer and any Sub-Servicer pursuant to and in
accordance with SECTION 7.01 of the Purchase Agreement relating to the
servicing, administration or collection of the Transferred Receivables.



                                       37
<PAGE>

                  "SUBSIDIARY" shall mean, with respect to any Person, any
corporation or other entity (a) of which securities or other ownership interests
having ordinary voting power to elect a majority of the board of directors or
other Persons performing similar functions are at the time directly or
indirectly owned by such Person or (b) that is directly or indirectly controlled
by such Person within the meaning of control under Section 15 of the Securities
Act.

                  "SUBSIDIARY ORIGINATOR" shall mean each of the Subsidiaries of
the Parent which are party to the Sale Agreement as a seller of Receivables
thereunder.

                  "SUCCESSOR SERVICER" shall have the meaning assigned to it in
SECTION 11.02 of the Purchase Agreement.

                  "SUCCESSOR SERVICING FEES AND EXPENSES" shall mean the fees
and expenses payable to the Successor Servicer as agreed to by the Seller, the
Purchasers and the Administrative Agent.

                  "SUPPLEMENTAL INDENTURE" means that certain Supplemental
Indenture dated as of December 14, 2001, among the Parent, certain Persons party
thereto as "guarantors" and The Bank of New York, as trustee, with respect to
the Indenture.

                  "TERMINATION DATE" shall mean the date on which (a) Capital
Investment has been permanently reduced to zero, (b) all other Seller Secured
Obligations under the Purchase Agreement and the other Related Documents have
been indefeasibly repaid in full and completely discharged and (c) the Maximum
Purchase Limit has been irrevocably terminated in accordance with the provisions
of SECTION 2.02(b) of the Purchase Agreement.

                  "TERMINATION EVENT" shall have the meaning assigned to it in
SECTION 9.01 of the Purchase Agreement.

                  "THREE MONTH AGED RECEIVABLES RATIO" shall mean, as of any
date of determination, the average of the ratios (each expressed as a
percentage) for each of the three Settlement Periods immediately preceding such
date, of:

                  (a) the sum of the respective Outstanding Balances of
                  Transferred Receivables with respect to which any payment, or
                  part thereof, remained unpaid for more than 120 but less than
                  151 days from their respective Billing Dates as of the last
                  day of such Settlement Period

                  TO

                  (b) the aggregate Billed Amount of Transferred Receivables
                  originated during the fourth Settlement Period immediately
                  preceding such Settlement Period.

                  "TITLE IV PLAN" shall mean a Pension Plan (other than a
Multiemployer Plan) that is covered by Title IV of ERISA and that any Originator
or ERISA Affiliate maintains,


                                       38
<PAGE>

contributes to or has an obligation to contribute to on behalf of participants
who are or were employed by any of them.

                  "TRANSFER" shall have the meaning given it in SECTION 2.01(A)
of the Sale Agreement.

                  "TRANSFER DATE" shall have the meaning given it in SECTION
2.01(a) of the Sale Agreement.

                  "TRANSFERRED RECEIVABLE" shall have the meaning assigned to it
in SECTION 2.01(b) of the Sale Agreement; PROVIDED, that any Receivable
repurchased by the Originator thereof pursuant to SECTION 4.04 of the Sale
Agreement shall not be deemed to be a Transferred Receivable from and after the
date of such repurchase unless such Receivable has subsequently been repurchased
by or contributed to the Seller.

                  "TWO MONTH ROLLING DILUTION RATIO" shall mean, as of any date
of determination, the ratio (expressed as a percentage) of:

                  (a) the aggregate Dilution Factors during the first and second
Settlement Periods immediately preceding such date

                  TO

                  (b) the aggregate Billed Amount of all Transferred Receivables
originated during the second and third Settlement Periods immediately preceding
such date.

                  "UCC" shall mean, with respect to any jurisdiction, the
Uniform Commercial Code as the same may, from time to time, be enacted and in
effect in such jurisdiction.

                  "UNAPPROVED RECEIVABLE" shall mean any receivable (a) with
respect to which the obligor thereunder is not an Obligor on any Transferred
Receivable and whose customer relationship with an Originator arises as a result
of the acquisition by such Originator of another Person, any such Person's
assets or such receivable or (b) that was originated in accordance with
standards established by another Person where such Person, any of such Person's
assets or such receivable was acquired by an Originator, in each case, solely
with respect to any such acquisitions that have not been approved in writing by
the Administrative Agent and then only for the period prior to any such
approval.

                  "UNDERFUNDED PLAN" shall mean any Plan that has an
Underfunding.

                  "UNDERFUNDING" shall mean, with respect to any Plan, the
excess, if any, of (a) the present value of all benefits under the Plan (based
on the assumptions used to fund the Plan pursuant to Section 412 of the IRC) as
of the most recent valuation date over (b) the fair market value of the assets
of such Plan as of such valuation date.


                                       39
<PAGE>

                  "UNFUNDED PENSION LIABILITY" shall mean, at any time, the
aggregate amount, if any, of the sum of (a) the amount by which the present
value of all accrued benefits under each Title IV Plan exceeds the fair market
value of all assets of such Title IV Plan allocable to such benefits in
accordance with Title IV of ERISA, all determined as of the most recent
valuation date for each such Title IV Plan using the actuarial assumptions for
funding purposes in effect under such Title IV Plan, and (b) for a period of
five years following a transaction that might reasonably be expected to be
covered by Section 4069 of ERISA, the liabilities (whether or not accrued) that
could be avoided by any Originator or any ERISA Affiliate as a result of such
transaction.

                  "UNITED STATES" shall mean the United States of America
(including the District of Columbia but otherwise excluding its territories and
possessions).

                  "UNUSED COMMITMENT FEE" shall mean, for any day within a
Settlement Period, the amount equal to (a) (i) the Unused Commitment Fee Rate
DIVIDED BY (ii) 360, MULTIPLIED BY (b) the positive difference, if any, between
(i) the Maximum Purchase Limit and (ii) the Capital Investment on such day.

                  "UNUSED COMMITMENT FEE RATE" shall mean 0.25%.

                  "UNUSED COMMITMENT FEE SHORTFALL" shall mean, as of any date
of determination within a Settlement Period, the amount, if any, by which the
Accrued Unused Commitment Fee exceeds the Retained Unused Commitment Fee, in
each case as of such date.

                  "WELFARE PLAN" shall mean a Plan described in Section 3(1) of
ERISA.

                  "YIELD SHORTFALL" shall mean, as of any date of determination
within a Settlement Period, the amount, if any, by which the Accrued Monthly
Yield exceeds the Retained Monthly Yield, in each case as of such date.

                  SECTION 2. OTHER TERMS AND RULES OF CONSTRUCTION.

                  (a) ACCOUNTING TERMS. Unless otherwise specifically provided
in the Purchase Agreement or the Sale Agreement, any accounting term used in any
Related Document shall have the meaning customarily given such term in
accordance with GAAP, and all financial computations thereunder shall be
computed in accordance with GAAP consistently applied. That certain items or
computations are explicitly modified by the phrase "in accordance with GAAP"
shall in no way be construed to limit the foregoing.

                  (b) OTHER TERMS. All other undefined terms contained in any of
the Related Documents shall, unless the context indicates otherwise, have the
meanings provided for by the UCC as in effect in the State of New York from time
to time to the extent the same are used or defined therein.

                  (c) RULES OF CONSTRUCTION. Unless otherwise specified,
references in any Related Document or any of the Appendices thereto to a
Section, subsection or clause refer to such


                                       40
<PAGE>

Section, subsection or clause as contained in such Related Document. The words
"herein," "hereof" and "hereunder" and other words of similar import used in any
Related Document refer to such Related Document as a whole, including all
annexes, exhibits and schedules, as the same may from time to time be amended,
restated, modified or supplemented, and not to any particular section,
subsection or clause contained in such Related Document or any such annex,
exhibit or schedule. Any reference to or definition of any document, instrument
or agreement shall, unless expressly noted otherwise, include the same as
amended, restated, supplemented or otherwise modified from time to time.
Wherever from the context it appears appropriate, each term stated in either the
singular or plural shall include the singular and the plural, and pronouns
stated in the masculine, feminine or neuter gender shall include the masculine,
feminine and neuter genders. The words "including," "includes" and "include"
shall be deemed to be followed by the words "without limitation"; the word "or"
is not exclusive; references to Persons include their respective successors and
assigns (to the extent and only to the extent permitted by the Related
Documents) or, in the case of Governmental Authorities, Persons succeeding to
the relevant functions of such Persons; and all references to statutes and
related regulations shall include any amendments of the same and any successor
statutes and regulations.

                  (d) RULES OF CONSTRUCTION FOR DETERMINATION OF RATIOS. The
Ratios as of the last day of the Settlement Period immediately preceding the
Closing Date shall be established by the Administrative Agent on or prior to the
Closing Date and the underlying calculations for periods immediately preceding
the Closing Date to be used in future calculations of the Ratios shall be
established by the Administrative Agent on or prior to the Closing Date in
accordance with SCHEDULE 1 attached to this ANNEX X. For purposes of calculating
the Ratios, (i) averages shall be computed by rounding to the third decimal
place and (ii) the Settlement Period in which the date of determination thereof
occurs shall not be included in the computation thereof and the first Settlement
Period immediately preceding such date of determination shall be deemed to be
the Settlement Period immediately preceding the Settlement Period in which such
date of determination occurs.