8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 9, 2004

(Commission File Number) 333-49957-01

EaglePicher Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	13-3989553
(State of incorporation)	(I.R.S. Employer
	Identification Number)

3402 East University Drive
Phoenix, Arizona 85034

(Address of Registrant’s principal executive office)

(602) 794-9600

(Registrant’s telephone number)

TABLE OF ADDITIONAL REGISTRANTS

	STATE OR OTHER JURISDICTION OF	I.R.S. EMPLOYER
NAME OF REGISTRANT	INCORPORATION OR ORGANIZATION	IDENTIFICATION NUMBER
EaglePicher Incorporated	Ohio	31-0268670
Carpenter Enterprises, Inc.	Michigan	38-2752092
Daisy Parts, Inc.	Michigan	38-1406772
Eagle-Picher Far East, Inc.	Delaware	31-1235685
EaglePicher Filtration & Minerals, Inc.	Nevada	31-1188662
EaglePicher Technologies, LLC	Delaware	31-1587660
EaglePicher Automotive, Inc.	Michigan	38-0946293
EaglePicher Pharmaceutical Services, LLC	Delaware	74-3071334

     o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

TABLE OF CONTENTS

ITEM 1.01. AMENDMENT OF A MATERIAL DEFINITIVE AGREEMENT
ITEM 7.01. REGULATION FD DISCLOSURE
ITEM 9.01 EXHIBITS
	ITEM 9.01 EXHIBITS
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
EXHIBIT 1.01(A)
EXHIBIT 1.01(B)
EXHIBIT 7.01(A)

TABLE OF CONTENTS

ITEM 1.01. AMENDMENT OF A MATERIAL DEFINITIVE AGREEMENT
ITEM 7.01. REGULATION FD DISCLOSURE
ITEM 9.01 EXHIBITS
	ITEM 9.01 EXHIBITS
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
EXHIBIT 1.01(A)
EXHIBIT 1.01(B)
EXHIBIT 7.01(A)

ITEM 1.01. AMENDMENT OF A MATERIAL DEFINITIVE AGREEMENT

     The registrant has obtained amendments to its Credit Agreement and its Accounts Receivable Securitization Facility to modify the financial covenants in those agreements for the quarter ended November 30, 2004 and subsequent quarters through the maturity of those agreements. The full text of such amendments are filed with this Form 8-K as Exhibits 1.01(a) and 1.01(b).

ITEM 7.01. REGULATION FD DISCLOSURE

     The registrant issued a press release dated December 13, 2004 announcing that it has obtained amendments to its Credit Agreement and its Accounts Receivable Securitization Facility to modify the financial covenants in those agreements for the quarter ended November 30, 2004 and subsequent quarters through the maturity of those agreements. Based on these amendments, the registrant was in compliance with all financial covenants as of November 30, 2004. These amendments are also expected to give the registrant sufficient liquidity to operate and grow its businesses while remaining in compliance with all financial covenants.

ITEM 9.01 EXHIBITS

(c) Exhibits

1.01(a)	Third Amendment to Credit Agreement dated as of November 30, 2004 by and among EaglePicher Holdings, Inc., EaglePicher Incorporated, certain Lenders and Harris Trust and Savings Bank.
1.01(b)	Amendment No. 5 to Receivables Purchase and Servicing Agreement dated as of December 9, 2004 by and among EaglePicher Incorporated, EaglePicher Funding Corporation and General Electric Capital Corporation.
7.01(a)	Press Release dated December 13, 2004

2

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     Date: December 15, 2004

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

3

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     Date: December 15, 2004

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

4

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     Date: December 15, 2004

CARPENTER ENTERPRISES, INC.
By:	Thomas R. Pilholski
	Name:	Thomas R. Pilholski
	Title:	Senior Vice President and Chief Financial Officer

5

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     Date: December 15, 2004

DAISY PARTS, INC.
By:	Thomas R. Pilholski
	Name:	Thomas R. Pilholski
	Title:	Vice President

6

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     Date: December 15, 2004

EAGLEPICHER FAR EAST, INC.
By:	Thomas R. Pilholski
	Name:	Thomas R. Pilholski
	Title:	Vice President

7

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     Date: December 15, 2004

EAGLEPICHER FILTRATION & MINERALS, INC.
By:	Thomas R. Pilholski
	Name:	Thomas R. Pilholski
	Title:	Vice President

8

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     Date: December 15, 2004

EAGLEPICHER TECHNOLOGIES, LLC
By:	Bradley J. Waters
	Name:	Bradley J. Waters
	Title:	Vice President and Chief Financial Officer

9

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     Date: December 15, 2004

EAGLEPICHER AUTOMOTIVE, INC.
By:	Thomas R. Pilholski
	Name:	Thomas R. Pilholski
	Title:	Vice President

10

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     Date: December 15, 2004

EAGLEPICHER PHARMACEUTICAL SERVICES, INC.
By:	Thomas R. Pilholski
	Name:	Thomas R. Pilholski
	Title:	Vice President

11

EX-1.01.(A)

Exhibit 1.01(a)

Third Amendment to Credit Agreement

     Third Amendment to Credit Agreement, dated as of November 30, 2004 (the “Amendment”), among EaglePicher Holdings, Inc., a Delaware corporation (“Holdings”) and EaglePicher Incorporated, an Ohio corporation (the “Borrower”), the lenders party hereto (each a “Lender” and collectively, the “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 Lenders and the Agent are parties to that certain Credit Agreement, dated as of August 7, 2003 (as heretofore amended, the “Credit Agreement”); and

     Whereas, the Borrower has requested that (i) the Fixed Charge Coverage Ratio be amended, (ii) the Leverage Ratio be amended, (iii) the Interest Expense Coverage Ratio be amended, (iv) the Investment covenant be amended, and that certain other amendments be made to the Credit Agreement; and

     Whereas, the Lenders and the Agent 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 Rates. The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement shall be amended and restated in its entirety to read as follows:

“Applicable Rate” means, for any day, with respect to any Revolving Loan or Tranche B Term Loan, the applicable rate per annum set forth below under the caption “ABR Spread” or “Eurodollar Spread,” as the case may be for such Revolving Loan or Tranche B Term Loan, based upon the Leverage Ratio as of the most recent determination date.

										Tranche B
				Revolving Loan			Tranche B			Term Loan
	Revolving Loan			Eurodollar			Term Loan			Eurodollar
Leverage Ratio	ABR Spread			Spread			ABR Spread			Spread
Category 1		2.00	%		3.00	%		2.00	%		3.00	%
£2.75 to 1.00
Category 2		2.25	%		3.25	%		2.00	%		3.00	%
>2.75 to 1.00 and £3.25 to 1.00
Category 3		2.50	%		3.50	%		2.00	%		3.00	%
>3.25 to 1.00 and £5.00 to 1.00
Category 4		2.75	%		3.75	%		2.25	%		3.25	%
>5.00 to 1.00

          For purposes of the foregoing, (i) the Leverage Ratio shall be determined as of the end of each fiscal quarter of the Borrower’s fiscal year based upon the Borrower’s consolidated financial statements delivered pursuant to Section 5.01(a) or (b) and (ii) each change in the Applicable Rate resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Leverage Ratio shall be deemed to be in Category 4 (A) at any time that an Event of Default has occurred and is continuing or (B) at the option of the Administrative Agent or at the request of the Required Lenders if the Borrower fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 5.01(a) or (b), during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered.

     1.2. Investments. Section 6.04(l) of the Credit Agreement shall be amended and restated in its entirety to read as follows:

          (l) other loans, advances, Guarantees and investments in an aggregate amount, as valued at cost at the time each such loan, advance, Guarantee or investment is made, not exceeding $30,000,000 in the aggregate for all such loans, advances, Guarantees or investments made from and after the Effective Date plus an amount equal to any repayments, interest, returns, profits, distributions, income and similar amounts actually received in cash in respect of such loan, advance, Guarantee or investment (which amount shall not exceed the amount of such loan, advance,

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Guarantee or investment valued at cost at the time such investment was made); and

     1.3. Asset Sales. Section 6.05 of the Credit Agreement shall be amended by (i) deleting the word “and” at the end of clause (c) thereof, (ii) inserting the word “and” immediately after clause (d) and (iii) inserting into the appropriate alphabetical order a new clause (e) to read as follows:

          (e) sale of the assets within the Borrowers’ “Pharmaceutical Services Group” division;

     1.4. Interest Expense Coverage Ratio. Section 6.12 shall be amended and restated in its entirety to read as follows:

          Section 6.12. Interest Expense Coverage Ratio. The Borrower will not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Cash Interest Expense for any period of four consecutive fiscal quarters ending on any fiscal quarter end during any period set forth below, to be less than the ratio set forth below opposite such period:

Period	Ratio
September 1, 2004 to and including November 30, 2004		2.35 to 1.00
December 1, 2004 to and including February 28, 2005		2.25 to 1.00
March 1, 2005 to and including May 31, 2005		1.95 to 1.00
June 1, 2005 to and including August 31, 2005		2.05 to 1.00
September 1, 2005 to and including November 30, 2005		2.05 to 1.00
December 1, 2005 to and including February 28, 2006		2.10 to 1.00
March 1, 2006 to and including May 31, 2006		2.10 to 1.00
June 1, 2006 to and including August 31, 2006		2.15 to 1.00
September 1, 2006 to and including November 30, 2006		2.20 to 1.00
December 1, 2006 and thereafter		2.25 to 1.00

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     1.5. Leverage Ratio. Section 6.13 of the Credit Agreement shall be and is hereby amended and restated in its entirety to read as follows:

          Section 6.13. Leverage Ratio. The Borrower will not permit the Leverage Ratio as of any fiscal quarter end during any period set forth below to exceed the ratio set forth opposite such period:

Period	Ratio
September 1, 2004 to and including November 30, 2004		5.00 to 1.00
December 1, 2004 to and including February 28, 2005		5.50 to 1.00
March 1, 2005 to and including May 31, 2005		6.25 to 1.00
June 1, 2005 to and including August 31, 2005		5.75 to 1.00
September 1, 2005 to and including November 30, 2005		5.50 to 1.00
December 1, 2005 to and including February 28, 2006		5.25 to 1.00
March 1, 2006 to and including May 31, 2006		5.25 to 1.00
June 1, 2006 to and including August 31, 2006		5.00 to 1.00
September 1, 2006 to and including November 30, 2006		4.75 to 1.00
December 1, 2006 to and including August 31, 2007		4.75 to 1.00
September 1, 2007 and thereafter		4.25 to 1.00

     1.6. Fixed Charge Coverage Ratio. Section 6.14 of the Credit Agreement shall be and is hereby amended and restated in its entirety to read as follows:

          Section 6.14. Fixed Charge Coverage Ratio. The Borrower will not permit the ratio of (a) Consolidated EBITDA minus Capital Expenditures to (b) Consolidated Fixed Charges, in each case for any period of four consecutive fiscal quarters ending on any fiscal quarter end during any period set forth below, to be less than the ratio set forth below opposite such period:

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Period	Ratio
September 1, 2004 to and including November 30, 2004		1.00 to 1.00
December 1, 2004 to and including February 28, 2005		0.85 to 1.00
March 1, 2005 to and including May 31, 2005		0.65 to 1.00
June 1, 2005 to and including August 31, 2005		0.85 to 1.00
September 1, 2005 to and including November 30, 2005		0.85 to 1.00
December 1, 2005 to and including February 28, 2006		0.95 to 1.00
March 1, 2006 to and including May 31, 2006		1.00 to 1.00
June 1, 2006 to and including August 31, 2006		1.05 to 1.00
September 1, 2006 to and including November 30, 2006		1.10 to 1.00
December 1, 2006 to and including August 31, 2007		1.10 to 1.00
September 1, 2007 and thereafter		1.25 to 1.00

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 Required Lenders shall have executed and delivered this Amendment and all Lenders executing this Amendment by 5:00 p.m. EST on Thursday, December 9, 2004 shall receive a fee equal to .25% of their Commitments.

          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.

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          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 Lenders to execute and deliver this Amendment, the Borrower hereby represents to the 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.

     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]

- 6 -

     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
	Name:
	Title:
EaglePicher Incorporated
By
	Name:
	Title:
Harris Trust and Savings bank, individually and as Agent
By
	Name:
	Title:
ABN AMRO Bank N.V.
By
	Name:
	Title:
By
	Name:
	Title:
UBS AG, Stamford Branch
By
	Name:
	Title:
By
	Name:
	Title:

- 7 -

General Electric Capital Corporation
By
	Name:
	Title:
Bank One, NA, with its main office in Chicago, Illinois
By
	Name:
	Title:
PNC Bank, National Association
By
	Name:
	Title:
Provident Bank
By
	Name:
	Title:
Credit Industrial Et Commercial
By
	Name:
	Title:
RZB Finance LLC, Connecticut Office
By
	Name:
	Title:
By
	Name:
	Title:

- 8 -

Classic Cayman B.D. Limited
By
	Name
	Title
Union Square CDO Ltd.
By
	Name
	Title
Amara-I Finance, Ltd.
By
	Name
	Title
Amara 2 Finance, Ltd.
By
	Name
	Title
Clydesdale CLO 2004 Ltd.
By
	Name
	Title
Clydesdale Strategic CLO 1, Ltd.
By
	Name
	Title

- 9 -

Forest Creek CLO, Ltd.
By
	Name
	Title
Rosemont CLO, Ltd.
By
	Name
	Title
Bryn Mawr CLO, Ltd.
By
	Name
	Title
Sequils-Cumberland I, Ltd.
By
	Name
	Title
Long Grove CLO, Ltd.
By
	Name
	Title
Muirfield Trading LLC
By
	Name
	Title
Gulf Stream-Compass CLO 2003-1, Ltd.
By
	Name
	Title

- 10 -

Apex (Trimaran) CDO 1, LTD.
By
	Name
	Title
Denali Capital CLO IV, Ltd.
By
	Name
	Title
Denali Capital CLO I, Ltd.
By
	Name
	Title
Denali Capital CLO III, Ltd.
By
	Name
	Title
Mountain Capital CLO II Ltd.
By
	Name
	Title

- 11 -

Clydesdale CLO 2003 Ltd.
By
	Name
	Title
Clydesdale CLO 2001-1 Ltd.
By
	Name
	Title
Nomura Bond & Loan Fund
By
	Name
	Title
Cypresstree International Loan Holding Company Limited
By
	Name
	Title
Hewett’S Island CDO, Ltd.
By
	Name
	Title
Putnam Variable Trust-Pvt High Yield Fund
By
	Name
	Title

- 12 -

Putnam Diversified Income Trust
By
	Name
	Title
Putnam High Yield Advantage Fund
By
	Name
	Title
Putnam High Yield Trust
By
	Name
	Title
Putnam Variable Trust-Pvt Diversified Income Fund
By
	Name
	Title
Putnam Premier Income Trust
By
	Name
	Title
Putnam Master Intermediate Income Trust
By
	Name
	Title

- 13 -

Putnam Master Income Trust
By
	Name
	Title
Franklin CLO IV, Limited
By
	Name
	Title
Franklin Floating Rate Master Series
By
	Name
	Title
Franklin Floating Rate Daily Access Fund
By
	Name
	Title
Van Kampen Senior Loan Fund
By
	Name
	Title
Van Kampen Senior Income Trust
By
	Name
	Title

- 14 -

Callidus Debt Partners CLO Fund II Ltd.
By
	Name
	Title
Nuveen Senior Income Fund
By
	Name
	Title
Archimedes Funding IV (Cayman), Ltd.
By
	Name
	Title
Endurance CLO I, Ltd.
By
	Name
	Title
Ing-Oryx CLO, Ltd.
By
	Name
	Title
Sequils-Ing I (HBDGM), LTD.
By
	Name
	Title

- 15 -

Foothill Income Trust II, L.P.
By
	Name
	Title
Magnetite V CLO, Limited
By
	Name
	Title
Magnetite IV CLO, Ltd.
By
	Name
	Title
Blackrock Limited Duration Income Trust
By
	Name
	Title
Landmark III CDO Limited
By
	Name
	Title

- 16 -

CSAM Funding III
By
	Name
	Title
Inner Harbor CBO 2001-1 Ltd.
By
	Name
	Title
Allstate Life Insurance Company
By
	Name
	Title
AIMCO CLO Series 2001-A
By
	Name
	Title

- 17 -

AIMCO CLO Series 2000-A
By
	Name
	Title
Canadian Imperial Bank Of Commerce
By
	Name
	Title
Emerald Orchard Limited
By
	Name
	Title
AMMC CDO II, Limited
By
	Name
	Title
AMMC CDO I, Limited
By
	Name
	Title
Denali Capital CLO II, Ltd.
By
	Name
	Title

- 18 -

Nuveen Diversified Dividend And Income Fund
By
	Name
	Title
Nemean CLO, Ltd.
By
	Name
	Title
Fifth Third Bank
By
	Name
	Title
Archimedes Funding III, Ltd.
By
	Name
	Title

- 19 -

EX-1.01.(B)

Exhibit 1.01(b)

EXECUTION COPY

AMENDMENT NO. 5

Dated as of December 9, 2004

to

RECEIVABLES PURCHASE AND SERVICING AGREEMENT

Dated as of January 8, 2002

          THIS AMENDMENT No. 5 to RECEIVABLES PURCHASE AND SERVICING AGREEMENT (this “Amendment”) is entered into as of December 9, 2004 by and among EAGLEPICHER INCORPORATED (formerly known as Eagle-Picher Industries, Inc.) (the “Servicer”), EAGLEPICHER FUNDING CORPORATION (formerly known as Eagle-Picher Funding Corporation) (“EPFC”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its separate capacities as a committed purchaser (the “Committed Purchaser”) and as administrative agent (in such capacity, the “Administrative Agent”) under the “Receivables Purchase and Servicing Agreement” referred to below. All capitalized terms used in this Amendment and not otherwise defined herein will have the respective meanings set forth in the “Receivables Purchase and Servicing Agreement.”

RECITALS:

          WHEREAS, EPFC, the Servicer, the Committed Purchaser and the Administrative Agent are parties to a Receivables Purchase and Servicing Agreement dated as of January 8, 2002 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Receivables Purchase and Servicing Agreement”);

          WHEREAS, the Servicer, EPFC, the Committed Purchaser and the Administrative Agent have agreed to amend the Receivables Purchase and Servicing Agreement, on the conditions set forth herein;

          NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Servicer, EPFC, the Committed Purchaser and the Administrative Agent hereby agree as follows.

          1. Amendments to Receivables Purchase and Servicing Agreement. Effective as of the date hereof and subject to the satisfaction of the condition precedent set forth in Section 2 below, Annex G of the Receivables Purchase and Servicing Agreement shall be amended and restated in its entirety as Attachment 1 hereto.

          2. Conditions of Effectiveness of this Amendment. This Amendment shall become effective as November 30, 2004 (the “Effective Date”) upon the Administrative Agent’s receipt of (a) counterparts of this Amendment duly executed the Servicer, EPFC, the Committed Purchaser and the Administrative Agent and (b) an amendment fee in an amount equal to

$100,000 in immediately available funds (which shall be fully earned and non-refundable as of the date paid).

          3. Representations and Warranties.

          3.1 Upon the effectiveness of this Amendment, each of the Servicer and EPFC (a) hereby reaffirms all covenants, representations and warranties made by it in the Receivables Purchase and Servicing Agreement and each other Related Document to the extent the same expressly relates solely to an earlier date, (b) agrees that all such covenants, representations and warranties shall be deemed to have been re-made as of the Effective Date and (c) represents and warrants that, as of the Effective Date and after giving effect hereto, no Termination Event, Incipient Termination Event, Event of Servicer Termination or Incipient Servicer Termination Event has occurred and is continuing.

          3.2 Each of the Servicer and EPFC hereby represents and warrants that this Amendment and the Receivables Purchase and Servicing Agreement, as amended hereby, constitute legal, valid and binding obligations of such Person and are enforceable against such Person in accordance with their respective terms.

          4. Reference to and Effect on Related Documents.

          4.1 Upon and after the Effective Date, each reference to the Receivables Purchase and Servicing Agreement in any of the Related Documents shall mean and be a reference to the Receivables Purchase and Servicing Agreement as amended hereby.

          4.2 Except as specifically set forth above, the Receivables Purchase and Servicing Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

          4.3 The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of EPFC, the Committed Purchaser or the Administrative Agent, nor constitute a waiver of any provision of any of the Related Documents, or any other documents, instruments and agreements executed and/or delivered in connection therewith.

          5. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

          6. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

          7. Entire Agreement. This Amendment, taken together with the Receivables Purchase and Servicing Agreement and all of the other Related Documents, embodies the entire agreement and understanding of the parties hereto and supersedes all prior agreements and understandings, written and oral, relating to the subject matter hereof.

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          8. Governing Law. THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).

          9. No Course of Dealing. The Committed Purchaser and the Administrative Agent have entered into this Amendment on the express understanding with EPFC and the Servicer that in entering into this Amendment the Committed Purchaser and the Administrative Agent are not establishing any course of dealing with EPFC or the Servicer. The rights of the Committed Purchaser and the Administrative Agent to require strict performance with all the terms and conditions of the Receivables Purchase and Servicing Agreement as amended by this Amendment and the other Related Documents shall not in any way be impaired by the execution of this Amendment. Neither the Committed Purchaser nor the Administrative Agent shall be obligated in any manner to execute any further amendments or waivers, and if such waivers or amendments are requested in the future, assuming the terms and conditions thereof are acceptable to them, the Committed Purchaser and the Administrative Agent may require the payment of fees in connection therewith.

          10. Waiver of Claims. In consideration for the execution by the Committed Purchaser and the Administrative Agent of this Amendment, the Seller and the Servicer hereby waives each and every claim, defense, demand, action and suit of any kind or nature whatsoever against each of the Committed Purchaser, the Administrative Agent, the Operating Agent and each other Affected Party arising on or prior to the date hereof in connection with the Receivables Purchase and Servicing Agreement, any of the Related Documents and the transactions contemplated thereby.

          11. Expenses. In consideration for the execution by the Committed Purchaser, the Administrative Agent and the Collateral Agent of this Amendment, each of EPFC and the Servicer jointly and severally agrees to promptly reimburse each of the Committed Purchaser, the Administrative Agent and the Collateral Agent for all of the reasonable out-of-pocket expenses, including, without limitation, attorneys’ and paralegals’ fees and expenses, it has heretofore or hereafter incurred or incurs in connection with the preparation, negotiation and execution of this Waiver.

          12. Successors and Assigns. This Amendment shall be binding upon each of the Servicer, EPFC, the Committed Purchaser, the Administrative Agent and the Collateral Agent and their respective successors and assigns and shall inure to the benefit of each such Person.

          13. Integration. This Amendment contains the entire understanding of the parties hereto with regard to the subject matter contained herein. This Amendment supercedes all prior or contemporaneous negotiations, promises, covenants, agreements and representations of every nature whatsoever with respect to the matters contained in this Amendment, all of which have become merged and finally integrated into this Amendment. Each of the parties hereto understands that in the event of any subsequent litigation, controversy or dispute concerning any

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of the terms, conditions or provisions of this Amendment, no party shall be entitled to offer or introduce into evidence any oral promises or oral agreements among the parties relating to the subject matter of this Amendment not included or referred to herein and not reflected by a writing included or referred to herein.

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     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their duly authorized officers as of the date first above written.

EAGLEPICHER INCORPORATED, as the Servicer
By:
	Name:
	Title:
EAGLE-PICHER FUNDING CORPORATION, as the Seller
By:
	Name:
	Title:

Amendment No. 5 to Receivables Purchase and Servicing Agreement

GENERAL ELECTRIC CAPITAL CORPORATION, as Committed Purchaser
By:
	Name:
	Title: Duly Authorized Signatory
GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and as Collateral Agent
By:
	Name:
	Title: Duly Authorized Signatory

Amendment No. 5 to Receivables Purchase and Servicing Agreement

Annex I

(attached)

Annex G to Purchase Agreement

FINANCIAL COVENANTS

          (a) Interest Expense Coverage Ratio. The ratio of (a) Consolidated EBITDA to (b) Consolidated Cash Interest Expense for any period of four consecutive fiscal quarters ending on any fiscal quarter end during any period set forth below, shall not be less than the ratio set forth below opposite such period:

Period	Ratio
September 1, 2004 to and including November 30, 2004	2.35 to 1.00
December 1, 2004 to and including February 28, 2005	2.25 to 1.00
March 1, 2005 to and including May 31, 2005	1.95 to 1.00
June 1, 2005 to and including August 31, 2005	2.05 to 1.00
September 1, 2005 to and including November 30, 2005	2.05 to 1.00
December 1, 2005 to and including February 28, 2006	2.10 to 1.00
March 1, 2006 to and including May 31, 2006	2.10 to 1.00
June 1, 2006 to and including August 31, 2006	2.15 to 1.00
September 1, 2006 to and including November 30, 2006	2.20 to 1.00
December 1, 2006 and thereafter	2.25 to 1.00

          (b) Leverage Ratio. The Leverage Ratio as of any fiscal quarter end during any period set forth below shall not exceed the ratio set forth below opposite such period:

Period	Ratio
September 1, 2004 to and including November 30, 2004	5.00 to 1.00

December 1, 2004 to and including February 28, 2005	5.50 to 1.00
March 1, 2005 to and including May 31, 2005	6.25 to 1.00
June 1, 2005 to and including August 31, 2005	5.75 to 1.00
September 1, 2005 to and including November 30, 2005	5.50 to 1.00
December 1, 2005 to and including February 28, 2006	5.25 to 1.00
March 1, 2006 to and including May 31, 2006	5.25 to 1.00
June 1, 2006 to and including August 31, 2006	5.00 to 1.00
September 1, 2006 to and including November 30, 2006	4.75 to 1.00
December 1, 2006 to and including August 31, 2007	4.75 to 1.00
September 1, 2007 and thereafter	4.25 to 1.00

          (c) Fixed Charge Coverage Ratio. The ratio of (a) Consolidated EBITDA minus Capital Expenditures to (b) Consolidated Fixed Charges for any period of four consecutive fiscal quarters ending on any fiscal quarter end during any period set forth below, shall not be less than the ratio set forth below opposite such period:

Period	Ratio
September 1, 2004 to and including November 30, 2004	1.00 to 1.00
December 1, 2004 to and including February 28, 2005	0.85 to 1.00
March 1, 2005 to and including May 31, 2005	0.65 to 1.00
June 1, 2005 to and including August 31, 2005	0.85 to 1.00

September 1, 2005 to and including November 30, 2005	0.85 to 1.00
December 1, 2005 to and including February 28, 2006	0.95 to 1.00
March 1, 2006 to and including May 31, 2006	1.00 to 1.00
June 1, 2006 to and including August 31, 2006	1.05 to 1.00
September 1, 2006 to and including November 30, 2006	1.10 to 1.00
December 1, 2006 to and including August 31, 2007	1.10 to 1.00
September 1, 2007 and thereafter	1.25 to 1.00

          Capitalized terms used in this Annex G and not otherwise defined below shall have the respective meanings ascribed to them in Annex X. The following terms shall have the respective meanings set forth below:

          “Capital Expenditures” means, for any period, (a) the additions to property, plant and equipment and other capital expenditures of the Parent and its Subsidiaries, on a consolidated basis, that are (or would be) set forth in a consolidated statement of cash flows of the Parent for such period prepared in accordance with GAAP (including expenditures for maintenance and repairs which should be capitalized in accordance with GAAP) and (b) Capital Lease Obligations incurred by the Parent and its Subsidiaries, on a consolidated basis, during such period; provided that Capital Expenditures shall not include (i) expenditures of proceeds of insurance settlements, condemnation awards and other settlements in respect of lost, destroyed, damaged or condemned assets, equipment or other property to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other property or otherwise to acquire, maintain, develop, construct, improve or repair assets or properties useful in the business of the Parent or (ii) any application of Net Proceeds pursuant to Section 2.11(c) of the Credit Agreement.

          “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

          “Certificate of Designations” means the Certificate of Designation, Preferences and Rights Relating to the Existing Preferred Stock, as filed with the Secretary of State of Delaware on February 23, 1998, as amended, supplemented or modified from time to time in accordance with the terms and conditions of the Credit Agreement.

          “Consolidated Cash Interest Expense” means, for any period, without duplication, (a) the sum of (i) the interest expense (including imputed interest expense in respect of Capital

Lease Obligations) of the Parent and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, (ii) any interest accrued during such period in respect of Indebtedness of the Parent or any Subsidiary of the Parent that is required to be capitalized rather than included in consolidated interest expense for such period in accordance with GAAP and (iii) commissions, discounts, yield and other fees and charges incurred in connection with this Agreement, the Receivables Sale Agreement or any Related Document that are payable to any person other than the Parent or an Originator, minus (b) the sum of (A) to the extent included in such consolidated interest expense for such period, non-cash amounts attributable to amortization of financing costs paid in a previous period and (B) to the extent included in such consolidated interest expense for such period, deferred financing costs, whether or not paid in cash.

          “Consolidated EBITDA” means, for any period, (a) Consolidated Net Income for such period plus (b) without duplication, and to the extent deducted in determining such Consolidated Net Income, the sum of (i) consolidated interest expense for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) interest-equivalent costs associated with this Agreement, the Receivables Sale Agreement or any Related Document, whether accounted for as interest expense or loss on the sale of receivables, (v) any extraordinary non-cash charges for such period, (vi) any expense relating to pension plans, (vii) any non-recurring non-cash charge (other than routine non-cash charges that result in an accrual of a reserve for anticipated cash charges in the following quarter) and (viii) any accruals for long-term bonus programs or plans and share-appreciation plans, in each case to the extent not resulting in cash payments during such period, minus (c) without duplication, and to the extent included in determining such Consolidated Net Income, any non-cash gains, non-cash pension income and any cash payment relating to pension plans for such period, all determined on a consolidated basis in accordance with GAAP; provided that for the purposes of subclauses (vi) and (vii) of clause (b) of this definition, any non-cash charges or expenses added back pursuant to such subclauses (other than non-cash charges and expenses, in each case occurring on or prior to the “Effective Date” (as such term is defined in the Credit Agreement)) shall be deducted in any subsequent period to the extent that cash disbursements attributable thereto are made during such period.

          “Consolidated Fixed Charges” means, for any period, without duplication, the sum of (a) Consolidated Cash Interest Expense for such period, (b) the aggregate amount of scheduled principal payments made during such period in respect of Long-Term Indebtedness of the Parent and its Subsidiaries (other than payments made by the Parent or any Subsidiary of the Parent to the Parent or a Subsidiary of the Parent), (c) the aggregate amount of scheduled principal payments in respect of Long-Term Indebtedness that would have been due during such period but for their voluntary prepayment within one year prior to the scheduled date of payment, (d) the aggregate amount of income taxes paid in cash by the Parent and its Subsidiaries during such period and (e) the amount of Preferred Dividends paid during such period.

          “Consolidated Net Income” means, for any period, the net income or loss of the Parent and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP (adjusted to reflect any charge, tax or expense incurred or accrued by EaglePicher Holdings Inc. during such period as though such charge, tax or expense had been incurred by the Parent, to the extent that the Parent has made or would be entitled under the “Loan Documents” (as such term is defined in the Credit Agreement) to make any payment to or for the account of EaglePicher Holdings Inc. in respect thereof); provided that there shall be excluded the income of any Person (other than the Parent) in which any other Person (other than the Parent or any Subsidiary of the Parent or any director holding qualifying shares in compliance with applicable law) owns an Equity Interest, except to the extent of the amount of dividends or other distributions actually paid to the Parent or any of its Subsidiaries during such period.

          “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person.

          “Existing Preferred Stock” means the 11.75% Series A Cumulative Redeemable Exchangeable Preferred Stock and the 11.75% Series B Cumulative Redeemable Exchangeable Preferred Stock of EaglePicher Holdings Inc. issued pursuant to the Certificate of Designations.

          “Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

          “Inactive Subsidiary” means a Subsidiary listed on Schedule 1.01(a) of the Credit Agreement; provided that (a) the Parent intends to dissolve, liquidate, wind-up or take other similar action in respect of such Subsidiary as promptly as reasonably practicable, (b) such Subsidiary has no business or operations and conducts no activities other than those activities reasonably necessary to the maintenance or dissolution of such Subsidiary, (c) such Subsidiary does not incur any Indebtedness or other liabilities (other than reasonable fees of attorneys and accountants and other de minimis fees in connection with such maintenance, dissolution, liquidation, winding up or similar process) after the “Effective Date” (as such term is defined in the Credit Agreement) and (d) the Inactive Subsidiaries as a group shall not have more than $100,000 in assets.

          “Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid (other than current trade accounts payable incurred in the ordinary course), (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) to the extent determinable, all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable and expense accruals incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, and (k) the aggregate Capital Investment. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

          “Joint Venture” means any corporation, partnership or other entity or arrangement in which the Parent or any Subsidiary owns or controls any, but not more than 70%, of the Equity Interests.

          “Leverage Ratio” means, on any date, the ratio of (a) Total Indebtedness as of such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Parent ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter of the Parent most recently ended prior to such date).

          “Loan” means any loan made by a lender party to the Credit Agreement to the Parent pursuant to the Credit Agreement.

          “Long-Term Indebtedness” means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

          “Net Proceeds” means, with respect to any event (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds, but only as and when received, (ii) in the case of a casualty, insurance proceeds, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid by EaglePicher Holdings Inc., the Parent and its Subsidiaries to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made by EaglePicher Holdings Inc., the Parent and its Subsidiaries as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event, and (iii) the amount of all taxes paid (or reasonably estimated to be payable) by EaglePicher Holdings Inc., the Parent and its Subsidiaries, and the amount of any reserve established by EaglePicher Holdings Inc., the Parent and its Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case that are directly attributable to such event (as determined reasonably and in good faith by the chief financial officer of the Parent), provided that upon the date on which any such reserve is no longer required to be maintained, the remaining amount of such reserve shall then be deemed to be Net Proceeds. Notwithstanding anything to the contrary set forth above, the proceeds of any sale, transfer or other disposition of receivables (or any interest therein) pursuant to this Agreement, the Receivables Purchase and Servicing Agreement or any Related Document shall not be deemed to constitute Net Proceeds.

          “Preferred Dividends” means any cash dividend payments made in respect of the Existing Preferred Stock.

          “Subsidiary” means any subsidiary of the Parent other than (a) the Seller, (b) any Joint Venture or (c) any Inactive Subsidiary.

          “Total Indebtedness” means, as of any date, the sum, without duplication, of (a) the aggregate principal amount of Indebtedness of the Parent and its Subsidiaries outstanding as of such date, in the amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP, (b) the aggregate Capital Investment and (c) the aggregate principal amount of Indebtedness of the Parent and its Subsidiaries (including the Seller) outstanding as of such date that is not required to be reflected on a balance sheet in accordance with GAAP, determined on a consolidated basis; provided that, for purposes of clause (c) above, the term “Indebtedness” shall not include contingent obligations of the Parent and its Subsidiary as an account party in respect of any letter of credit or letter of guaranty unless such letter of credit or letter of guaranty supports an obligation that constitutes Indebtedness.

EX-7.01.(A)

EXHIBIT 7.01(a)

EaglePicher Incorporated

Contact:
Tom Pilholski, 602-794-9600

EAGLEPICHER INCORPORATED ANNOUNCES AMENDMENTS TO CREDIT
AGREEMENT AND RECEIVABLES SECURITIZATION

     PHOENIX, Arizona, December 13, 2004 – EaglePicher Incorporated (“EaglePicher” or the “Company”) announced that it has obtained amendments to its Credit Agreement and its Accounts Receivable Securitization Facility to modify the financial covenants in those agreements for the quarter ended November 30, 2004 and subsequent quarters through the maturity of those agreements. Based on these amendments, the Company was in compliance with all financial covenants as of November 30, 2004. These amendments are also expected to give the Company sufficient liquidity to operate and grow its businesses while remaining in compliance with all financial covenants.

EaglePicher Incorporated, founded in 1843 and headquartered in Phoenix, Arizona, is a diversified manufacturer and marketer of innovative, advanced technology and industrial products and services for space, defense, environmental, automotive, medical, filtration, pharmaceutical, nuclear power, semiconductor and commercial applications worldwide. The company has 3,900 employees and operates more than 30 plants in the United States, Canada, Mexico and Germany. Additional information on the company is available on the Internet at www.eaglepicher.com.

EaglePicher™ is a trademark of EaglePicher Incorporated.

This news release contains statements that, to the extent that they are not recitations of historical fact, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, section 21E of the Securities Exchange Act of 1934. Such forward-looking information involves risks and uncertainties that could cause actual results to differ materially from those expressed in any such forward-looking statements. These risks and uncertainties include, but are not limited to: our ability to maintain existing relationships with customers, demand for our products, our ability to successfully implement productivity improvements and/or cost reduction initiatives, including the performance of automated equipment, accuracy of our estimates to complete contracts on a percentage of completion method of accounting, our ability to source raw materials and components from overseas suppliers, accuracy of our reserves for losses, our ability to consolidate manufacturing plants, our ability to develop, market and sell new products, our ability to obtain raw materials especially certain grades of steel and natural gas on an economic basis, increased government regulation or changing regulatory policies resulting in higher costs and/or restricting output, increased price competition, currency fluctuations, general economic conditions, acquisitions and divestitures, technological developments and changes in the competitive environment in which we operate, as well as factors discussed in our filings with the U.S. Securities and Exchange Commission. We undertake no duty to update the forward-looking statements in this press release and you should not view the statements made as accurate beyond the date of this press release.

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