Transfer Agency Agreement

TRANSFER AGENCY AGREEMENT


AGREEMENT, made as of February 24, 1998, by and between EAGLE-PICHER HOLDINGS, INC., a Delaware corporation (hereinafter referred to as the "Corporation"), and THE BANK OF NEW YORK, a New York banking corporation (hereinafter referred to as the "Bank").


WITNESSETH:


That for and in consideration of the mutual promise hereinafter set forth, the parties hereto covenant and agree as follows:


ARTICLE 1
INCORPORATION BY REFERENCE


SECTION 1.01. Certificate of Designation. The terms and provisions contained in the Certificate of Designations, Preferences and Rights of the Senior Preferred Stock (the "Certificate of Designation") shall constitute, and are hereby expressly made, a part of this Transfer Agency Agreement and to the extent applicable, the Corporation and the Transfer Agent, by their execution and delivery of this Transfer Agency Agreement, expressly agree to such terms and provisions and to be bound thereby.


ARTICLE 2
DEFINITIONS


SECTION 2.01. Definitions. (a) Whenever used in this Agreement, the following words and phrases shall have the following meanings;


"Business Day" shall be deemed to be each day on which the Bank is open for business.


"Certificate" shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to the Bank by the


Corporation which is signed by any Officer, as hereinafter defined and actually received by the Bank.


"Officer" shall be deemed to be the Corporation's Chief Executive Officer, President, any Vice President, the Secretary, the Treasurer, the Controller, any Assistant Treasurer, and any Assistant Secretary duly authorized by the Board of Directors of the Corporation to execute any Certificate, instruction, notice or other instrument on behalf of the Corporation and named in a Certificate, as such Certificate may be amended from time to time.


"Shares" shall mean all or any part of each class of the shares of capital stock of the Corporation which from time to time are authorized and/or issued by the Corporation and identified in a Certificate of the Secretary of the Corporation under corporate seal, as such Certificate may be amended from time to time with respect to which the Bank is to act hereunder.


(b) Capitalized terms used but not otherwise defined herein or in Schedule I have the meanings assigned to them in the Certificate of Designation.


ARTICLE 3
APPOINTMENT OF BANK


SECTION 3.01. Appointment of Bank.


(a) The Corporation hereby constitutes and appoint the Bank as its registrar and transfer agent to perform the services described herein and as more particularly described in Schedule I attached hereto (the "Services"), and the Bank hereby accepts appointment as such registrar and transfer agent and agrees to perform the Services in accordance with the terms hereinafter set forth.


(b) In connection with such appointment, the Corporation shall deliver the following documents to the Bank:


(i) A certified copy of the Certificate of Incorporation or other
document evidencing the Corporation's form of organization (the
"Charter") and all amendments thereto;


(ii) A certified copy of the By-Laws of the Corporation;


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(iii) A certified copy of a resolution of the Board of Directors of
the Corporation appointing the Bank to perform the Services and
authorizing the execution and delivery of this Agreement;


(iv) A certificate signed by the Secretary of the Corporation
specifying: the number of authorized Shares, the number of such
authorized Shares issued and currently outstanding, and the names and
specimen signatures of all persons duly authorized by the Board of
Directors of the Corporation to execute any Certificate on behalf of
the Corporation, as such Certificate may be amended from time to time;


(v) A Specimen Share certificate for each class of Shares in the form
approved by the Board of Directors of the Corporation, together with a
Certificate signed by the Secretary of the Corporation as to such
approval and covenanting to supply a new such Certificate and specimen
whenever such form shall change;


(vi) An opinion of counsel for the Corporation in a form satisfactory
to the Bank with respect to the validity of the authorized and
outstanding Shares, the obtaining of all necessary governmental
consents, whether such Shares are fully paid and non-amended, and any
other applicable law or regulation (i.e., if subject to registration,
that they have been registered and that the Registration Statement has
become effective or, if exempt, the specific grounds therefor);


(vii) A list of the name, address, social security or taxpayer
identification number of each Shareholder, number of Shares owned,
certificate numbers, and whether any "stops" have been placed; and


(viii) An opinion of counsel for the Corporation, in a form
satisfactory to the Bank, with respect to the due authorization by the
Corporation and the validity and effectiveness of the use of facsimile
signatures by the Bank in connection with the countersigning and
registering of Share certificates of the Corporation.


(c) In the event that the Shares are issued in certificated form, the Corporation shall furnish the Bank with a sufficient supply of blank Share certificates and from time to time will renew such supply upon request of the Bank. Such blank Share certificates shall be properly signed, by facsimile or otherwise, by Officers of the Corporation authorized by law or by the By-Laws to sign Share certificates, and, if required, shall bear the corporate seal or a facsimile thereof.


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ARTICLE 4
AUTHORIZATION AND ISSUANCE OF SHARES


SECTION 4.01. Authorization and Issuance of Shares.


(a) The Corporation shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued:


(i) A certified copy of the amendment to the Charter giving effect to
such increase, decrease or change;


(ii) An opinion of counsel for the Corporation, in a form
satisfactory to the Bank, with respect to the validity of the Shares,
the obtaining of all necessary governmental consents, whether such
Shares are fully paid and non-assessable and the status of such shares
under the Securities Act of 1933, as amended, and any other applicable
federal law or regulations (i.e. if subject to registration, that they
have been registered and that the Registration Statement has become
effective or, if exempt, the specific ground therefor); and


(iii) In the case of an increase, if the appointment of the Bank was
theretofore expressly limited, a certified copy of a resolution of the
Board of directors of the Corporation increasing the authority of the
Bank.


(b) Prior to issuance of any additional Shares pursuant to stock dividends, stock splits or otherwise, and prior to any reduction in the number of Shares outstanding, the Corporation shall deliver the following documents to the Bank:


(i) A certified copy of the resolutions adopted by the Board of
Directors and/or the shareholders of the Corporation authorizing such
issuance of additional Shares of the Corporation or such reduction, as
the case may be;


(ii) A certified copy of the order or consent of each governmental or
regulatory authority required by law as a prerequisite to the issuance
or reduction of such Shares, as the case may be, and an opinion of
counsel for the Corporation that no other order or consent is
required; and


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(iii) An opinion of counsel for the Corporation, in a form
satisfactory to the Bank, with respect to the validity of the Shares,
the obtaining of all necessary governmental consents, whether such
Shares are fully paid and non-assessable and the status of such Shares
under the Securities Act of 1933, as amended, and any other applicable
law or regulation (i.e. if subject to registration, that they have
been registered and that the Registration Statement has become
effective, or, if exempt, the specific ground therefor).


ARTICLE 5
RECAPITALIZATION OR CAPITAL ADJUSTMENT


SECTION 5.01. Recapitalization or Capital Adjustment.


(a) In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates the Bank will issue share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving:


(i) A Certificate authorizing the issuance of Share certificates in
the new form;


(ii) A certified copy of any amendment to the Charter with respect to
the change;


(iii) Specimen share certificates for each class of Shares in the new
form approved by the Board of Directors of the Corporation, with a
certificate signed by the Secretary of the Corporation as to such
approval;


(iv) A certified copy of the order or consent of each governmental or
regulatory authority required by law asa prerequisite to the issuance
of the Shares in the new form, and an opinion of counsel for the
Corporation that the order or consent of no other governmental or
regulatory authority is required; and


(v) An opinion of counsel for the Corporation, in a form satisfactory
to the Bank, with respect to the validity of the Shares in the new
form, the obtaining of all necessary governmental consents, whether
such Shares are fully pain and non-assessable and the status of such
Shares under the Securities Act of 1933, as amended, and any other
applicable


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law or regulation (i.e. if subject to registration , that the Shares
have been registered and that the Registration Statement has become
effective or , if exempt, the specific grounds therefore).


(b) The Corporation shall furnish the Bank with a sufficient supply of blank Share certificates in the new form, and from time to time will replenish such supply upon the request of the Bank. Such bank Share certificates shall be properly signed, by facsimile or otherwise, by Officers of the Corporation authorized by law of by the By-Laws to sign Share certificates and, if required, shall bear the corporate seal or a facsimile thereof.


ARTICLE 6
ISSUANCE AND TRANSFER OF SHARES


SECTION 6.01. Issuance and Transfer of Certificated Shares.


(a) The Bank will issue Share certificates upon receipt of a Certificate from an Officer, but shall not be required to issue Share certificates after it has received from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Bank shall be entitled to rely upon such written notification. The Bank shall not be responsible for the payment of any original issue or other taxes required to be paid by the Corporation in connection with the issuance of any Shares.


(b) Shares will be transferred upon presentation to the Bank of Share certificates in form deemed by the Bank properly endorsed for transfer, accompanied by such documents as the Bank deems necessary to evidence the authority of the person making such transfer, and bearing satisfactory evidence of the payment of applicable stock transfer taxes. In the case of small estates where no administration is contemplated, the Bank any, when furnished with an appropriate surety bond, and without further approval of the Corporation, transfer Shares registered in the name of the descendants where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by the various states. The Bank reserves the right to refuse to transfer Shares until it is satisfied that the endorsement on Share certificates are valid and genuine, and for that purpose it may require, unless otherwise instructed by an Officer of the Corporation, a guaranty of signature by an "eligible guarantor institution" meeting the requirements of the Bank, which requirements include member ship or participation in STAMP or such other "signature guarantee program" as may be determined by the Bank in addition to, or in substitution for,


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STAMP, all in accordance with the Securities Exchange At of 1934, as amended. The bank also reserves the right to refuse to transfer Shares until it is satisfied that there is no basis to any claims adverse to such transfer. The Bank may, in effecting transfers of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial code, as the same may be amended from time to time, applicable to the transfer of securities, and the Corporation shall indemnify the Bank for any act done or omitted by it in good faith in reliance upon such laws.


(c) All certificates representing Shares that are subject to restrictions on transfer (e.g. securities acquired pursuant to an investment representation, securities held by controlling person, securities subject to stockholders' agreement, etc.), shall be stamped with a legend describing the extent and conditions of the restrictions or referring to the source of such restrictions. The Bank assumes no responsibility with respect to the transfer of restricted securities where counsel for the Corporation advises that such transfer may be properly effected.


SECTION 6.02. Issuance and Transfer of Global Shares. Global Shares shall be issued and transferred as set forth on Schedule I.


ARTICLE 7
DIVIDENDS AND DISTRIBUTIONS


SECTION 7.01. Dividends and Distributions.


(a) The Corporation shall furnish to the Bank a copy of a resolution of its Board of Directors, certified by the Secretary or any Assistant Secretary either (i) setting forth the date of the declaration of a dividend or distribution, the date of accrual or payment, as the case may be, the record date as of which shareholders entitled to payment, or accrual, as the case may be shall be determined the amount per Share of such dividend or distribution, the payment date on which all previously accrued and unpaid dividends are to be paid, and the total amount, if any, payable to the Bank on such payment date, or (ii) authorizing the declaration of dividends and distributions of a periodic basis and authorizing the Bank to rely on a Certificate setting forth the information described in subsection (iii) of this paragraph.


(b) Prior to the payment date specified in such certificate or resolution, as the case may be, the Corporation shall, in the case of a cash dividend or


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distribution, pay to the Bank an amount of cash, sufficient for the Bank to make the payment, specified in such Certificate or resolution, to the shareholders of record as of such payment date. The Bank will, upon receipt of any such cash, (i) in the case of shareholders who are participants in a dividend reinvestment and/or cash purchase plan of the Corporation, reinvest such cash dividends or distributions in accordance with the terms of such plan, and (ii) in the case of shareholders who are not participants in any such plan, make payment of such cash dividends or distributions to the shareholders of record as of the record date by mailing a check, payable to the registered shareholder, to the address of record or dividend mailing address. The Bank shall not be liable for any improper payment made in accordance with a Certificate or resolution described in the preceding paragraph. If the Bank shall not receive sufficient such prior to the payment date to make payments of any cash dividend of distribution pursuant to subsections (i) and (ii) above to all shareholders of the Corporation as of the record date, the Bank shall, upon notifying the Corporation, withhold payment to all shareholders of the Corporation as of the record date until sufficient cash is provided to the Bank.


(c) It is understood that the Bank shall in no way be responsible for the determination of the rate or form of dividends or distributions due to the shareholders.


(d) It is understood that the Bank shall file such appropriate information returns concerning the payment of dividends and distributions with the proper federal, state and local authorities as are required by law to be filed by the Corporation but shall in no way be responsible for the collection or withholding of taxes due on such dividends or distributions due to shareholders, except and only to the extent required of it by applicable law.


ARTICLE 8
CONCERNING THE CORPORATION


SECTION 8.01. Concerning the Corporation.


(a) The Corporation shall promptly deliver to the Bank written notice of any change in the Officers authorized to sign Share certificates, Certificates, notifications or requests, together with a specimen signature of each new Officer. in the event any Officer who shall have signed manually or whose facsimile signature shall have been affixed to blank Share certificates shall die, resign or be removed prior to issuance of such Share certificate, the Bank may issue such


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Share certificates as the Share certificates of the Corporation notwithstanding such death, resignation or removal and the Corporation shall promptly deliver to the bank such approvals, adoptions or ratifications as may be required by law.


(b) Each copy of the Charter of the Corporation and copies of all amendments thereto shall be certified by the Secretary of State (or other appropriate official) of the state of incorporation, and is such Charter and/or amendments are required by law also to be filed with a county or other officer or official body, a certificate of such filing shall be filed with a certified copy submitted to the Bank. Each copy of the By-Laws and copies of all amendments thereto, and copies of resolutions of the Board of Directors of the Corporation, shall be certified by the Secretary or an Assistant Secretary of the Corporation under the corporate seal.


(c) Corporation hereby represents and warrants:


(i) It is a corporation duly organized and validly existing under the
laws of Delaware.


(ii) This Agreement has been duly authorized, executed and delivered
on its behalf and constitutes the legal, valid and binding obligation
of Corporation. The execution, delivery and performance of the
Agreement by Corporation do not and will not violate any applicable
law or regulation and do not require the consent of any governmental
or other regulatory body except for such consents and approvals as
have been obtained and are in full force and effect.


ARTICLE 9
CONCERNING THE BANK


SECTION 9.01. Concerning the Bank.


(a) The Bank shall not be liable and shall be fully protected in acting upon any oral instruction, writing, or document reasonably believed by it to be genuine and to have been given, signed or made by the proper person or persons and shall not be held to have any notice of any change of authority of any person until receipt of written notice thereof from an Officer of the Corporation. It shall also be protected i ...