EXHIBIT 10.2

SECOND AMENDMENT TO CREDIT AGREEMENT

SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of March 31, 2004 (the “Amendment”), among EAGLEPICHER HOLDINGS, INC., a Delaware corporation (“Holdings”) and EAGLEPICHER INCORPORATED, an Ohio corporation (the “Borrower”), the Tranche B Lenders (each a “Tranche B Lender” and collectively, the ” Tranche B Lenders”) and HARRIS TRUST AND SAVINGS BANK, as Administrative Agent (in such capacity, the “Agent”). All terms used herein which are not otherwise specifically defined herein shall have the same meaning herein as defined in the Credit Agreement as further amended hereby.

W I T N E S S E T H:

WHEREAS, Holdings, the Borrower, the Tranche B Lenders, the Agent and the other lenders party thereto are parties to that certain Credit Agreement, dated as of August 7, 2003, as amended (the “Credit Agreement”); and

WHEREAS, the Borrower has requested that the Applicable Rate with respect to Tranche B Term Loans be amended, and that certain other amendments be made to the Credit Agreement; and

WHEREAS, the Tranche B Lenders and the Agents party hereto, are willing to so amend the Credit Agreement, subject to the terms and conditions hereinafter set forth;

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound thereby, covenant and agree as follows:

SECTION 1. AMENDMENTS.

Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended as follows:

1.1. Applicable Rate Definition. The definition of Applicable Rate in Section 1.1 of the Credit Agreement shall be amended by deleting the phrase “(a) with respect to any Tranche B Term Loan, (i) 2.50% per annum, in the case of an ABR Loan, or (ii) 3.50% per annum, in the case of a Eurodollar Loan” therein and replacing such with the phrase “(a) with respect to any Tranche B Term Loan, (i) 2.00% per annum, in the case of an ABR Loan, or (ii) 3.00% per annum, in the case of a Eurodollar Loan” in lieu thereof.

SECTION 2. CONDITIONS PRECEDENT.

The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

2.1. The Borrower, the Agent and the Tranche B Lenders shall have executed and delivered this Amendment.

2.2. The Agent shall have received copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Amendment to the extent the Agent or its counsel may reasonably request.

2.3. Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Agent and its counsel.

SECTION 3. REPRESENTATIONS.

In order to induce the Tranche B Lenders to execute and deliver this Amendment, the Borrower hereby represents to the Tranche B Lenders that as of the date hereof the representations and warranties set forth in Article III of the Credit Agreement are and shall be and remain true and correct (except that the representations contained in Section 3.04 shall be deemed to refer to the most recent financial statements of the Borrower delivered to the Agent) and the Borrower is in compliance with the terms and conditions of the Credit Agreement and no Default or Event of Default has occurred and is continuing under the Credit Agreement or shall result after giving effect to this Amendment.

SECTION 4. MISCELLANEOUS.

4.1. The Borrower heretofore executed and delivered to the Agent the Collateral Agreement and certain other collateral documents. The Borrower hereby acknowledges and agrees that the Liens created and provided for by the Collateral Agreement continues to secure, among other things, the Obligations arising under the Credit Agreement as amended hereby; and the Collateral Agreement and the rights and remedies of the Agent thereunder, the obligations of the Borrower thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Agreement as to the indebtedness which would be secured thereby prior to giving effect to this Amendment.

4.2. Except as specifically amended herein, the Credit Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit Agreement, any note, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby.

4.3. The Borrower agrees to pay on demand all costs and expenses of or incurred by the Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including the fees and expenses of counsel for the Agent.

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

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.


EAGLEPICHER HOLDINGS, INC.
By	/s/ Thomas R. Pilholski
	Name:	Thomas R. Pilholski
	Title:	Senior Vice President and Chief Financial Officer


EAGLEPICHER INCORPORATED
By	/s/ Thomas R. Pilholski
	Name:	Thomas R. Pilholski
	Title:	Senior Vice President and Chief Financial Officer


HARRIS TRUST AND SAVINGS BANK, individually and as Agent
By	/s/ Danjuma Gibson
	Name:	Danjuma Gibson
	Title:	Vice President


UBS AG, STAMFORD BRANCH
By	/s/ Wilfred V. Saint
	Name:	Wilfred V. Saint
	Title:	Director Banking Products Services, US



By	/s/ Anthony N. Joseph
	Name:	Anthony N. Joseph
	Title:	Associate Director Banking Products Services, US


GENERAL ELECTRIC CAPITAL CORPORATION
By	/s/ Larry Fave
	Name:	Larry Fave
	Title:	Authorized Signatory

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BANK ONE, NA, with its main office in Chicago, Illinois
By	/s/ Steven J. Krakoski
	Name:	Steven J. Krakoski
	Title:	First Vice President


PROVIDENT BANK
By	/s/ Richard E. Wirthlin
	Name:	Thomas R. Pilholski
	Title:	Senior Vice President


CREDIT INDUSTRIAL ET COMMERCIAL
By	/s/ Anthony Rock
	Name:	Anthony Rock
	Title:	Vice President



By	/s/ Brian O’Leary
	Name:	Brian O’Leary
	Title:	Vice President


RZB FINANCE LLC, CONNECTICUT OFFICE
By	/s/ Astrid Wilke
	Name:	Astrid Wilke
	Title:	Vice President



By	/s/ Christoph Hoedl
	Name:	Christoph Hoedl
	Title:	Vice President


GOLDENTREE LOAN OPPORTUNITIES II, LIMITED BY: GOLDENTREE ASSET MANAGEMENT, LP
By	/s/ Frederick S. Hadad
	Name:	Frederick S. Haddad
	Title:

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	UNION SQUARE CDO LTD.
	By	/s/ unreadable
		Name:
		Title:


AMARA-I FINANCE, LTD. BY: PATRIARCH PARTNERS XI, LLC, ITS MANAGING AGENT
By	/s/ Lynn Tilton
	Name:	Lynn Tilton
	Title:	Manager


AMARA 2 FINANCE, LTD. BY: PATRIARCH PARTNERS XI, LLC, ITS MANAGING AGENT
By	/s/ Lynn Tilton
	Name:	Lynn Tilton
	Title:	Manager


INVESCO EUROPEAN CDO I S.A.
BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS COLLATERAL MANAGER
By	/s/ Joseph Rotondo
	Name:	Joseph Rotondo
	Title:	Authorized Signatory


AVALON CAPITAL LTD.
BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS PORTFOLIO ADVISOR
By	/s/ Joseph Rotondo
	Name:	Joseph Rotondo
	Title:	Authorized Signatory

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AVALON CAPITAL LTD. 2
BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS PORTFOLIO ADVISOR
By	/s/ Joseph Rotondo
	Name:	Joseph Rotondo
	Title:	Authorized Signatory


CHARTER VIEW PORTFOLIO
BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS INVESTMENT ADVISOR
By	/s/ Joseph Rotondo
	Name:	Joseph Rotondo
	Title:	Authorized Signatory


DIVERSIFIED CREDIT PORTFOLIO LTD.
BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS INVESTMENT ADVISOR
By	/s/ Joseph Rotondo
	Name:	Joseph Rotondo
	Title:	Authorized Signatory


AIM FLOATING RATE FUND
BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS SUB-ADVISOR
By	/s/ Joseph Rotondo
	Name:	Joseph Rotondo
	Title:	Authorized Signatory


SEQUILS-LIBERTY, LTD.
BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS COLLATERAL MANAGER
By	/s/ Joseph Rotondo
	Name:	Joseph Rotondo
	Title:	Authorized Signatory

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SAGAMORE CLO LTD.
BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS COLLATERAL MANAGER
By	/s/ Joseph Rotondo
	Name:	Joseph Rotondo
	Title:	Authorized Signatory


SARATOGA CLO I, LIMITED
BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS ASSET MANAGER
By	/s/ Joseph Rotondo
	Name:	Joseph Rotondo
	Title:	Authorized Signatory


FOREST CREEK CLO, LTD.
By	/s/ Danjuma Gibson
	Name:	Danjuma Gibson
	Title:	Vice President


ROSEMONT CLO, LTD.
By	/s/ Danjuma Gibson
	Name:	Danjuma Gibson
	Title:	Vice President


BRYN MAWR CLO, LTD.
By	/s/ Danjuma Gibson
	Name:	Danjuma Gibson
	Title:	Vice President


SEQUILS-CUMBERLAND I, LTD.
By	/s/ Danjuma Gibson
	Name:	Danjuma Gibson
	Title:	Vice President


OLYMPIC FUNDING TRUST, SERIES 1999-1
By	/s/ Ann E. Morris
	Name:	Ann E. Morris
	Title:	Authorized Agent

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MUIRFIELD TRADING LLC
By	/s/ Ann E. Morris
	Name:	Ann E. Morris
	Title:	Authorized Agent


GULF STREAM-COMPASS CLO 2003-1, LTD.
By	/s/ Barry K. Love
	Name:	Barry K. Love
	Title:	Chief Credit Officer


APEX (TRIMARAN) CDO 1, LTD. BY: TRIMARAN ADVISORS, L.L.C.
By	/s/ David M. Millison
	Name:	David M. Millison
	Title:	Managing Director


STELLAR FUNDING, LTD.
By	/s/ Kaitlin Trinh
	Name:	Kaitlin Trinh
	Title:	Fund Controller


VENTURE CDO 2002, LIMITED
BY ITS INVESTMENT ADVISORS MJX ASSET MANAGEMENT LLC
By	/s/ Hans L. Christensen
	Name:	Hans L. Christensen
	Title:	Chief Investment Officer


VENTURE II CDO 2002, LIMITED
BY ITS INVESTMENT ADVISORS MJX ASSET MANAGEMENT LLC
By	/s/ Hans L. Christensen
	Name:	Hans L. Christensen
	Title:	Chief Investment Officer

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DENALI CAPITAL CLO I, LTD.
BY: DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS, PROTFOLIO MANAGER FOR DENALI CAPITAL CLO I, LTD., OR AN AFFILIATE
By	/s/ John P. Thacker
	Name:	John P. Thacker
	Title:	Chief Credit Officer


DENALI CAPITAL CLO III, LTD.
BY: DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS, PROTFOLIO MANAGER FOR DENALI CAPITAL CLO III, LTD., OR AN AFFILIATE
By	/s/ John P. Thacker
	Name:	John P. Thacker
	Title:	Chief Credit Officer


MOUNTAIN CAPITAL CLO II LTD.
By	/s/ Chris Siddons
	Name:	Chris Siddons
	Title:	Director


	CLYDESDALE CLO 2003 LTD.
	NOMURA RESEARCH AND ASSET MANAGEMENT INC., AS AGENT
	By	/s/ unreadable
		Name:
		Title:


	CLYDESDALE CLO 2001-1 LTD.
	NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC., AS COLLATERAL MANAGER
	By	/s/ unreadable
		Name:
		Title:

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	NOMURA BOND & LOAN FUND BY: UFJ TRUST BANK LIMITED AS TRUSTEE
	BY: NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. ATTORNEY IN FACT
	By	/s/ unreadable
		Name:
		Title:


HEWETT’S ISLAND CDO, LTD.
BY: CYPRESSTREE INVESTMENT MANAGEMENT COPANY, INC., AS PROTFOLIO MANAGER
By	/s/ Jeffrey Megar
	Name:	Jeffrey Megar
	Title:	Director


CLOSE INTERNATIONAL CUSTODY SERVICES LIMITED AS CUSTODIAN OF CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED BY CYPRESSTREE STRATEGIC DEBT MANAGEMENT CO., INC. AS INVESTMENT ADVISOR
By	/s/ Michelle L. Patterson
	Name:	Michelle L. Patterson
	Title:	Investment Analyst



By	/s/ Jeffrey Megar
	Name:	Jeffrey Megar
	Title:	Director


	PUTNAM VARIABLE TRUST-PVT HIGH YIELD FUND
	By	/s/ unreadable
		Name:
		Title:


	PUTNAM DIVERSIFIED INCOME TRUST
	By	/s/ unreadable
		Name:
		Title:

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		PUTNAM HIGH YIELD ADVANTAGE FUND

		By		/s/ unreadable

				Name:
				Title:

		PUTNAM HIGH YIELD TRUST

		By		/s/ unreadable

				Name:
				Title:

		PUTNAM VARIABLE TRUST-PVT DIVERSIFIED INCOME FUND

		By		/s/ unreadable

				Name:
				Title:

		PUTNAM PREMIER INCOME TRUST

		By		/s/ unreadable

				Name:
				Title:

		PUTNAM MASTER INTERMEDIATE INCOME TRUST

		By		/s/ unreadable

				Name:
				Title:

		PUTNAM MASTER INCOME TRUST

		By		/s/ unreadable

				Name:
				Title:

		FRANKLIN CLO IV, LIMITED

		By		/s/ Tyler Chan

				Name: Tyler Chan
				Title: Vice President

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		FRANKLIN CLO IV, LIMITED

		By		/s/ Tyler Chan

				Name: Tyler Chan
				Title: Vice President

		FRANKLIN FLOATING RATE MASTER SERIES

		By		/s/ Tyler Chan

				Name: Tyler Chan
				Title: Vice President

		FRANKLIN FLOATING RATE DAILY ACCESS FUND

		By		/s/ Tyler Chan

				Name: Tyler Chan
				Title: Vice President

		VAN KAMPEN SENIOR LOAN FUND
		BY: VAN KAMPEN INVESTMENT ADVISORY CORP.

		By		/s/ Brad Langs

				Name: Brad Langs
				Title: Executive Director

		VAN KAMPEN SENIOR INCOME TRUST
		BY: VAN KAMPEN INVESTMENT ADVISORY CORP.

		By		/s/ Brad Langs

				Name: Brad Langs
				Title: Executive Director

		CALLIDUS DEBT PARTNERS CLO FUND II LTD.

		By		/s/ Mavis Taintor

				Name: Mavis Taintor
				Title: Managing Director

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		NUVEEN SENIOR INCOME FUND, AS A LENDER
		BY: SYMPHONY ASSET MANAGEMENT LLC

		By		/s/ Larry Mason

				Name: Larry Mason
				Title: Portfolio Manager

		ARCHIMEDES FUNDING IV (CAYMAN), LTD.
		BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER

		By		/s/ Philip C. Robbins

				Name: Philip C. Robbins
				Title: Director

		ENDURANCE CLO I, LTD.
		BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER

		By		/s/ Philip C. Robbins

				Name: Philip C. Robbins
				Title: Director

		ING-ORYX CLO, LTD.
		BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER

		By		/s/ Philip C. Robbins

				Name: Philip C. Robbins
				Title: Director

		SEQUILS-ING I (HBDGM), LTD.
		BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER

		By		/s/ Philip C. Robbins

				Name: Philip C. Robbins
				Title: Director

		FOOTHILL INCOME TRUST II, L.P.

		By		/s/ Jeff Nokera

				Name: Jeff Nokera
				Title: Managing Member

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		MAGNETITE V CLO, LIMITED

		By		/s/ Mark J. Williams

				Name: Mark J. Williams
				Title: Authorized Signatory

		MAGNETITE IV CLO, LTD.

		By		/s/ Mark J. Williams

				Name: Mark J. Williams
				Title: Authorized Signatory

		BLACKROCK LIMITED DURATION INCOME TRUST

		By		/s/ Mark J. Williams

				Name: Mark J. Williams
				Title: Authorized Signatory

		NORSE CBO, LTD.
		BY: REGIMENT CAPITAL MANAGEMENT, LLC AS ITS INVESTMENT ADVISOR
		BY: REGIMENT CAPITAL ADVISORS, LLC ITS MANAGER AND PURSUANT TO DELEGATED AUTHORITY

		By		/s/ Timothy S. Peterson

				Name: Timothy S. Peterson
				Title: President

		LANDMARK III CDO LIMITED

		By		/s/ Joe Moroney

				Name: Joe Moroney
				Title: Director

		CSAM FUNDING III

		By		/s/ David H. Lerner

				Name: David H. Lerner
				Title: Authorized Signatory

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		DRYDEN IV LEVERAGED LOAN CDO 2003, by
				Prudential Investment Management Inc., as collateral manager

		By		/s/ B. Ross Smead

				Name: B. Ross Smead
				Title: Vice President

		INNER HARBOR CBO 2001-1 LTD.
		BY: T. ROWE PRICE ASSOCIATES, INC. AS COLLATERAL MANAGER

		By		/s/ Darren N. Braman

				Name: Darren N. Braman
				Title: Vice President

		ALLSTATE LIFE INSURANCE COMPANY

		By		/s/ Chris Goergen

				Name: Chris Goergen
				Title: Authorized Signatory

		By		/s/ Jerry D. Zinkula

				Name: Jerry D. Zinkula
				Title: Authorized Signatory


		AIMCO CLO SERIES 2001-A

		By		/s/ Chris Goergen

				Name: Chris Goergen
				Title: Authorized Signatory

		By		/s/ Jerry D. Zinkula

				Name: Jerry D. Zinkula
				Title: Authorized Signatory

		AIMCO CLO SERIES 2000-A

		By		/s/ Chris Goergen

				Name: Chris Goergen
				Title: Authorized Signatory

		By		/s/ Jerry D. Zinkula

				Name: Jerry D. Zinkula
				Title: Authorized Signatory

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		CANADIAN IMPERIAL BANK OF COMMERCE

		By		/s/ Marc Berg

				Name: Marc Berg
				Title: Authorized Signatory

		EMERALD ORCHARD LIMITED

		By		/s/ Michelle Manning

				Name: Michelle Manning
				Title: Attorney in Fact


		AMMC CDO II, LIMITED
		BY: AMERICAN MONEY MANAGEMENT CORP., AS COLLATERAL MANAGER

		By		/s/ David P. Meyer

				Name: David P. Meyer
				Title: Vice President

		AMMC CDO I, Limited
		By: AMERICAN MONEY MANAGEMENT CORP., AS COLLATERAL MANAGER

		By		/s/ David P. Meyer

				Name: David P. Meyer
				Title: Vice President

		DENALI CAPITAL CLO II, LTD.
		BY: DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS, PROTFOLIO MANAGER FOR DENALI CAPITAL CLO II, LTD., OR AN AFFILIATE

		By		/s/ John P. Thacker

				Name: John P. Thacker
				Title: Chief Credit Officer

		NUVEEN DIVERSIFIED DIVIDEND AND INCOME FUND

		By		/s/ Larry Mason

				Name: Larry Mason
				Title: Portfolio Manager

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		NEMEAN CLO, LTD.
		BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER

		By		/s/ Philip C. Robbins

				Name: Philip C. Robbins
				Title: Director

		COOKSMILL

		By		/s/ John R.M. Campbell

				Name: John R.M. Campbell
				Title: Authorized Signatory

		FIFTH THIRD BANK

		By		/s/ Gary Losey

				Name: Gary S. Losey
				Title: AVP – Relationship Manger

		ARCHIMEDES FUNDING III, LTD.

		BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER

		By		/s/ Philip C. Robbins

				Name: Philip C. Robbins
				Title: Director

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EAGLE PICHER HOLDINGS INC 10-Q