EAGLE-PICHER HOLDINGS, INC.
E-P ACQUISITION, INC.
February 23, 1998
Eagle Picher Industries, Inc.
Personal Injury Settlement Trust
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Re: Amendments to the Short Term
Sale Program of the Company
Ladies and Gentlemen:
This letter, and the exhibit hereto, set forth our understanding
concerning the amendments to the Short Term Sale Program of Eagle-Picher
Industries, Inc., an Ohio corporation (the "Company").
In consideration of the mutual covenants and agreements contained in
this letter agreement and in the Merger Agreement, dated as of February 23,
1998, among Eagle-Picher Industries, Inc. Personal Injury Settlement Trust, an
Ohio trust (the "Trust"), the Company, Eagle-Picher Holdings, Inc., a Delaware
corporation ("Holdings"), and E-P Acquisition, Inc., a Delaware corporation and
a wholly-owned subsidiary of Holdings ("Acquisition"), as amended by Amendment
No. 1 dated as of February 23, 1998, among the Trust, the Company, Holdings and
Acquisition (the "Merger Agreement"), the parties hereto agree that,
notwithstanding any other provision in the Merger Agreement, Holdings and
Acquisition (i) shall not make a claim of any kind (including, without
limitation, under Section 4.7 of the Merger Agreement) against any Trust
Indemnified Party with respect to the Plan Amendments and (ii) shall, jointly
and severally, defend, indemnify and hold harmless the Trust Indemnified Parties
from and against and in respect of any and all Losses which any of them may
incur as a result of the Plan Amendments. As used herein, "Plan Amendments"
means the amendments to the Short Term Sale Program of the Company, as specified
in the letter agreement, dated February 18, 1998, between the Company and the
participants in such program, in the form attached hereto as Exhibit A.
This letter agreement may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall together constitute and be the same instrument. This letter
agreement shall in all respects be interpreted, construed and governed by and in
accordance with the laws of the State of New York, disregarding any conflict of
laws provisions which might otherwise require the application of the law of
another jurisdiction.
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Please acknowledge your agreement with the terms of this letter
agreement by executing this letter agreement in the space provided below.
Sincerely yours,
EAGLE-PICHER HOLDINGS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman and President
E-P ACQUISITION, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman and President
Accepted and agreed:
EAGLE-PICHER INDUSTRIES, INC.
PERSONAL INJURY SETTLEMENT TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairperson of the Trustees
