Exhibit
3.13  LIMITED
LIABILITY COMPANY AGREEMENT  OF  THE
BUICK RESOURCE RECYCLING FACILITY LLC (a
Delaware Limited Liability Company)  THIS LIMITED
LIABILITY COMPANY AGREEMENT is made as of October 29, 2002 by and among the
parties listed on Schedule 1 hereto.  WHEREAS, the
Persons executing this Agreement desire to form a limited liability company and
to establish their respective rights and obligations in connection therewith,
pursuant to the Delaware Limited Liability Company Act;  NOW THEREFORE, in
consideration of the agreements and obligations set forth herein and for other
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties executing this Agreement hereby agree as follows:  ARTICLE I  Definitions  1.1           Definitions. In this
Agreement, the following terms shall have the meanings set forth below:  Actshall mean
the Limited Liability Company Act of the State of Delaware, Title 6,
Chapter 18, 101 et seq. of the Delaware Code, as the same
may be amended from time to time.  Agreement shall
mean this Limited Liability Company Agreement.  Book Value
means, with respect to any asset of the Company, the assets adjusted basis for
federal income tax purposes, except as follows:  (a)           Any asset contributed by a Member to
the Company shall be treated as having been purchased and the initial Book
Value of such asset shall be the fair market value of such asset as of the date
of contribution.  (b)           A revaluation of the Company shall be
treated as a purchase of all the Companys assets and the Book Value of such
assets shall be adjusted to equal their respective fair market values as of the
date of such revaluation.  (c)           If the Book Value of an asset has
been determined pursuant to (a) or (b), above, then appropriate
correlative adjustments shall be made to such Book Value to account for
disparities between book and tax depreciation, amortization or other cost
recovery deductions attributable to the determination of Book Value pursuant to
(a) or (b) above.  
   Capital Accountshall
mean, with respect to any Member, an amount determined from time to time equal
to the aggregate of all Capital Contributions made by such Member,
(a) increased by the sum of (i) any Net Profits and gross income
allocated to such Member pursuant to Section 6.2 hereof, and (ii) any
items required to be included therein under Treasury Regulation
Section 1.704-l(b)(2)(iv) and (b) decreased by the sum of
(i) the amount of all cash distributed by the Company to such Member,
(ii) the fair market value of any property distributed by the Company to
such Member (net of any liabilities that such Member is considered to assume
under Section 752 of the Code in connection with such distribution or to
which such property is subject) after adjusting the Capital Accounts as if such
property had first been sold for an amount equal to its fair market value,
(iii) any Net Losses and gross deductions allocated to such Member
pursuant to Section 6.3 hereof and (iv) any other items required to
be subtracted therefrom under Treasury Regulation
Section 1-704-l(b)(2)(iv).  Capital
Contribution shall mean all contributions by a Member to the
capital of the Company.  Certificate of Formation
shall mean the Certificate of Formation of the Company filed with the Secretary
of State of the State of Delaware.  Code
shall mean the Internal Revenue Code of 1986, as amended, or any superseding
Federal revenue statute.  Company shall
mean The Buick Resource Recycling Facility LLC, a limited liability company
formed under the laws of Delaware.  Distributionshall
mean any cash and other property paid to a Member from the Company in respect
of such Members interest in the Company.  Fiscal Year
shall mean the taxable year of the Company, which shall be the year ending
October 31, unless otherwise required by law, except for the final year of
the Company which shall end on the termination of the Company.  Managershall
have the meaning ascribed to it in Section 4.1 hereof.  Member
shall mean each Person executing this Agreement as a Member and each Person who
or which may hereafter become a party to this Agreement as provided herein.  Membership
Interests shall mean with respect to each Member the percentage
interest of such Member in the Net Profits and Net Losses of, and Distributions
(except to the extent required by Section 9.2) by, the Company.  Net Profitsand Net Losses
shall mean, with respect to a Fiscal Year, the income or loss, as the case may
be, of the Company for Federal income tax purposes (without taking into account
any items of income, gain, loss or deduction attributable to gross income or
gross deduction specially allocated for such Fiscal Year), adjusted (i) in
accordance with the principles of Section 1.704-l(b)(2)(iv)(m) of the
Treasury Regulations (ii) by including in the calculation any income or
gain exempt from Federal income tax and any expenditures of the Company
described in Section 705(a)(2)(B) of the Code or treated as Code
Section 705(a)(2)(B)  2 
   expenditures
as provided in Treasury Regulation Section 1-704-l(b)(2)(iv)(i),
(iii) by determining items of income, gain, loss or deduction attributable
to any of the Companys assets as if the adjusted basis for federal income tax
purposes of such assets as of the time of determination were equal to the
Companys Book Value for such assets as of such time, and (iv) in the
event that the Book Value of any Company asset is adjusted due to a revaluation
of the Company, the amount of such adjustment shall be taken into account as
gain or loss from the disposition of such asset.  Personshall
mean any natural person or any corporation, company, governmental authority,
limited liability company, partnership, trust, estate, association, unincorporated
association, custodian, nominee, or any other individual entity or organization
in its own or any representative capacity, or other entity.  Secured Person or Secured
Personsshall mean Regiment Capital Advisors, L.L.C.
(Regiment), Lahiti, LLC (Lahiti) and any other lender or holder of any
credit obligation arising from that certain Credit Agreement entered into
between The Doe Run Resources Corporation (Doe Run), State Street and Trust
Company (State Street), Regiment, Lahiti and any other lender signatory
thereto.  Treasury Regulationsshall
mean all proposed, temporary or final regulations promulgated under the Code as
from time to time in effect.  ARTICLE II Organization  2.1           Formation.  The parties hereby organize a limited liability
company pursuant to the Act and the provisions of this Agreement and, for that
purpose, the Manager shall cause a Certificate of Formation to be executed and
filed with the Office of the Secretary of State of the State of Delaware.  2.2           Name.  The name of the Company shall be The Buick
Resource Recycling Facility, LLC or such other name as the Members may
determine in accordance with the Act. 
The Company may cause appropriate trade name and similar statements to
be filed and published under the name set forth in this Section 2.2, or
such other names as the Company may have or use in any jurisdiction from time
to time.  2.3           Principal Place of Business and
Registered Agent.  The address of
the principal place of business of the Company shall be c/o Doe Run, 1801 Park
270 Drive St. Louis Missouri 63146, and the name and address of the Companys
registered agent in the State of Delaware shall be c/o The Corporation Trust
Company, 1209 Orange Street, Wilmington, DE 
1980l.  The Company may change
its principal place of business and may establish any other places of business
as the Members may from time to time designate.  2.4           Qualification in Other
Jurisdictions.  The Manager shall
cause the Company to be qualified to do business or registered under assumed or
fictitious name statutes or similar laws in any jurisdiction in which such
qualification or registration is required or  3 
   desirable, and shall
execute, deliver and file any certificates (and any amendments and/or
restatements thereof) necessary to effect such qualification or registration.  2.5           Term.  The term of the Company shall commence upon
the date of filing of the Certificate of Formation pursuant to
Section 18-206 of the Act, and shall continue in full force and effect
until dissolution pursuant to Section 9.1 hereof.  2.6           Purposes. The Company is
formed solely for the purpose of engaging in any lawful activities in
furtherance of the foregoing.  ARTICLE III  Members  3.1           Names and Addresses.  The names and addresses of the Members are
as set forth in Schedule 1 to this Agreement.  3.2           Additional Members.  Any Person may be admitted as a Member after
the date of this Agreement only upon the affirmative vote or consent of a
majority in Membership Interests of the Members which consent may be given or
withheld in the Members sole discretion, provided, however, that if State
Street or any Secured Person or any of their respective permitted successors,
assigns or participants forecloses on their respective security interests in
Doe Runs interest in the Company and complies with Article VIII of this
Agreement, no vote or consent shall be required for State Street or such
Secured Person to be admitted as a Member.  3.3           Limitations of Liability. No
Member shall be liable to the Company, the Members, or any third party in
damages or otherwise except as otherwise required by the Act, provided that
each Member shall remain personally liable for the payment of such Members
Capital Contribution.  3.4           Priority and Return of Capital.  No Member shall have priority over any other
Member, whether for the return of a Capital Contribution or for Net Profits,
Net Losses or a Distribution, except as herein provided.  This Section 3.4 shall not apply to
repayment of any loan or other indebtedness made by a Member to the Company.  3.5           Meetings of Members.  Meetings of Members shall be held at the
request of a Member on such date and at such time and place, either within or
without the State of Delaware, as agreed upon from time to time by the
Members.  Written notice stating the
place, date, and time of, and the general nature of the business to be
transacted at, a meeting of Members, shall be given to each Member in the
manner prescribed by Section 10.1, not less than 10 days nor more
than 60 days before the date of such meeting.  In lieu of holding a meeting, Members may vote or otherwise take
action by a written instrument indicating the consent of Members holding not
less than the percentage of Membership Interests that would be necessary to
authorize or take such action at a meeting.  4 
   ARTICLE IV  Management  4.1           Management.  The management of the Company shall be
vested in a Manager. The Members hereby designate Jeffrey L. Zelms to be the
sole Manager with full and exclusive right and control over the business and
affairs of the Company and to make all decisions affecting the business and
affairs of the Company. Mr. Zelms or any such successor Manager is herein
referred to as the Manager. In the event of the death, disability,
incompetence, bankruptcy, incapacity, withdrawal, or resignation of the
Manager, one or more successor Managers shall be elected by a majority in
Membership Interests of the Members. The Manager shall be authorized to act for
the Company in every capacity under this Agreement and under the Act.  Every matter submitted for a vote or consent
of the Members shall be determined by a majority of Membership Interests except
as otherwise provided herein or required by the Act.  4.2           Binding Authority.  The Manager shall have sole and exclusive
power and authority to act for or bind the Company.  Third parties dealing with the Company may rely conclusively upon
any signature of the Manager to the effect that he is acting on behalf of the
Company.  The signature of the Manager
shall be sufficient to bind the Company in any manner to any agreement or
document.  No Member shall have any
power or authority to act for or bind the Company.  4.3           Officers and Employees.   The Members shall have the sole authority
to appoint officers, or remove officers of the Company from time to time.  Such officers shall have such full power and
authority to carry on the day-to-day business of the Company and to execute all
agreements, instruments and documents as are authorized by the Manager.  The Members shall be authorized to hire
employees of the Company or to retain agents and consultants to the
Company.  Officers, employees and
consultants shall receive compensation from the Company for acting in such
capacity as may be reasonably determined by the Member.  The individuals set forth on Schedule 2
hereto are hereby appointed to the office set forth their names.  4.4           No Exclusive Duty to Company.  The Manager shall not be required to manage
the Company as his sole and exclusive function and he and any Member may have
other business interests and may engage in other activities in addition to
those relating to the Company. Neither the Company nor any Member shall have
any right pursuant to this Agreement to share in or participate in such other
business interests or activities or to the income or proceeds derived
therefrom. No Member or Manager shall incur liability as a result of engaging
in any other business interests or activities.  4.5           Limitations of Liability.  No officer, director or employee of the
Company, shall be liable to the Company, the Members, or any third party in
damages or otherwise except as otherwise required by the Act.  4.6           Indemnification. The Members,
Manager, and each officer and employee of the Company shall be indemnified and
held harmless by the Company from and against any  5 
   claims and demands arising from any acts or omissions or alleged acts
or omissions in connection with the affairs of the Company, to the maximum
extent permitted by applicable law.  ARTICLE V  Capital
Contributions  5.1           Initial Capital Contributions.  On the date hereof, each Member shall make a
Capital Contribution to the Company as set forth opposite its name in
Schedule 1 hereto.  The initial
Capital Contributions shall be made by all Members on the date of this
Agreement.  No Member shall be obligated
to make any additional Capital Contributions.  5.2           Capital Accounts. A Capital
Account shall be maintained for each Member in accordance with Treasury
Regulations Section 1.704-1(b)(2)(iv).  5.3           Transfers.  Upon the admission of an additional Member
pursuant to Section 3.2 hereof, the Capital Account of any Member
transferring its Membership Interest shall become the Capital Account of the
Person to which such Membership Interest is sold or transferred in accordance
with Section 1.704-l(b)(2)(iv) of the Treasury Regulations.  5.4           Modifications.  The manner in which Capital Accounts are to
be maintained pursuant to this Agreement is intended to comply with the
requirements of Section 704(b) of the Code. If in the opinion of the
Manager the manner in which Capital Accounts are to be maintained pursuant to
this Agreement should be modified to comply with Section 704(b) of the
Code, then the method in which Capital Accounts are maintained shall be
modified; provided,
however, that any change in the manner of maintaining Capital
Accounts shall not materially alter the economic agreement between or among the
Members.  5.5           Deficit Capital Account.  Except as otherwise required by the Act or
this Agreement, no Member shall have any liability to restore all or any
portion of a deficit balance in its Capital Account.  ARTICLE VI  Allocations and
Distributions  6.1           Membership Interests.  The Membership Interest of each of the
Members shall be as set forth on Schedule 1 hereto, as advised from time
to time by the Manager, in connection with the admission or withdrawal of a
Member, the transfer of an interest in the Company or similar event.  6.2           Allocations of Net Profits.  Except as otherwise provided in this
Article, the Net Profits for each Fiscal Year shall be allocated to Members in
the ratio of their Membership Interests.  6 
   6.3           Allocation of Net Losses.  Except as otherwise provided in this
Article, the Net Losses for each Fiscal Year shall be allocated to Members in
the ratio of their Membership Interests.  6.4           Allocation of Taxable Income.  Any item of taxable income, gain, loss or
deduction of the Company as determined for Federal income tax purposes shall be
allocated in the same manner as the corresponding income, gain, loss or
deduction is allocated under Sections 6.2 and 6.3 hereof, except to the
extent otherwise required by the principles of, and Treasury Regulations under,
Section 704(b) and (c) of the Code. Any Member who unexpectedly
receives an adjustment, allocation or distribution described in Treasury
Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6) that creates
or increases a deficit balance in its Capital Account (adjusted by any amount
that a Member is treated as being obligated to restore under
Sections 1-704-2(g) and (i)(5) of the Treasury Regulations) shall be specially
allocated gross income of the Company if necessary to eliminate such deficit
balance consistent with the qualified income offset provisions of
Section 1.704-l(b)(2)(ii)(d) of the Treasury Regulations. Any special
allocation pursuant to the preceding sentence shall be taken into account in
computing subsequent allocations pursuant to this Article VI, so that to the
extent it is in accordance with the Treasury Regulations under
Section 704(b) of the Code, the net adjustment to the Capital Account of
each Member pursuant to the allocations of this Article VI shall be equal
to the net adjustment to such Capital Account of each Member pursuant to the
provisions of this Article VI if the allocations pursuant to the preceding
sentence had not occurred.  6.5           Minimum Gain Chargeback.  Notwithstanding anything to the contrary in
this Article VI, if during any Fiscal Year there is a net decrease in
Company Minimum Gain (as defined in Treasury Regulation
Section 1.704-2(d)), each Member shall be allocated gross income for such
Fiscal Year (and, if necessary subsequent Fiscal Years) in the manner provided
for in Treasury Regulations Section 1.704-2(f).  Notwithstanding anything to the contrary in this Article VI, if
during any Fiscal Year there is a net decrease in a Members Partner
Nonrecourse Debt Minimum Gain attributable to such Members Partner
Nonrecourse Debt (as such terms are defined in Treasury Regulations
Section 1.704-2(i)(2) and (b)(4), respectively), the Members shall be
allocated gross income for such Fiscal Year (and, if necessary subsequent
Fiscal Years) to the extent and in the manner provided for in Treasury
Regulations Section 1.704-2(i).  6.6           Nonrecourse Deductions.  Gross deductions that are Nonrecourse
Deductions (as defined in Treasury Regulation Section 1.704-2(b)(1)) for a
Fiscal Year shall be allocated to each Member in the same ratio as Net Profit
or Net Loss is allocated for such Fiscal Year.  6.7           Distributions.  The Manager shall be solely responsible for
making all determinations of amounts and timing of all distributions to
Members.  The Manager shall have sole
discretion to determine amounts available for distribution.  Distributions shall be made at such times and
intervals as the Manager in his or her sole discretion shall determine.  All distributions shall be made to the
Members pro
rata in proportion to their Membership Interests.  In the sole discretion of the Manager,
securities, assets or other property in kind may be distributed to the
Members.  Each distribution in kind of
securities, assets or other property shall be distributed in accordance with
this paragraph as if there had been a sale of such property for an amount of
cash equal to the Fair Market Value of such property followed by an immediate  7 
   distribution of such cash
proceeds.  Distributions consisting of
cash, securities, assets and/or other property shall be made, to the extent
practicable, in pro rata portions as to each Member receiving such distributions.  For purposes of the preceding sentence,
securities, assets or other property having a different tax basis than like
securities, assets or other property shall be considered to be securities,
assets or other property of a different type.  6.8           Interest on and Return of Capital
Contributions.  No Member shall be
entitled to interest on its Capital Contributions or to a return of its Capital
Contributions, except as specifically set forth in this Agreement.  ARTICLE VII  Taxes  7.1           Tax Returns.  The Manager shall cause to be prepared and
filed, at the expense of the Company, all necessary federal and state income
tax returns for the Company and all tax reports to Members required to be
prepared under the Code.  Each Member
shall furnish to the Company all pertinent information in its possession
relating to the Company that is necessary to enable the Companys income tax
returns to be properly prepared and filed.  7.2           Tax Matters Partner.  The Members hereby designate the The Renco
Group, Inc. to be the tax matters partner of the Company pursuant to
Section 6231(a)(7) of the Code. 
The tax matters partner shall have full discretion to make any elections
under the Code.  ARTICLE VIII  Transferability  8.1           Member Transfers. No Member
may sell, assign, transfer, convey or dispose of all or any portion of his
interest in the Company or any rights or benefits with respect thereto, except
with the consent of a majority in Membership Interests of the non-transferring
Members, which consent may be given or withheld in their sole discretion,
provided, however, that Doe Run may pledge its interest in the Company to State
Street, as Agent for the benefit of any Secured Persons.  8.2           Transferee Not a Member.  No Person acquiring an assignment or
transfer of an interest in the Company other than a Member shall become a
Member except pursuant to Sections 3.2 and 8.1 of this Agreement.  If no such approval is obtained, such
Persons interest in the Company shall only entitle such Person to receive the
distributions and allocations of profits and losses to which the Member from
which such Person received such interest in the Company would be entitled.  Any such approval shall be subject to any
terms and conditions imposed by a majority in Membership Interests of the
non-transferring Members.  No Person may
be admitted as a Member pursuant to this Article VIII or Article III
until such Person executes and delivers to the Company an agreement, in form
and substance satisfactory to the Manager, binding such Person to the terms and
conditions of this Agreement as if such Person had been named a Member herein.  8 
   8.3           Membership Interest.  Any Membership interest in the Company shall
be evidenced by a certificate substantially in the form attached as Exhibit
A.  The Company shall issue to each
Member a certificate to evidence its membership interest.  ARTICLE IX  Dissolution  9.1           Dissolution.  The Company shall be dissolved and its
affairs shall be wound up upon the first to occur of the following:  (a)           The vote or written consent of at
least two thirds in Membership Interests of all Members; and  (b)           The bankruptcy, death, insanity,
dissolution, expulsion, incapacity, retirement, resignation of any Manager (or
any one of the Managers if more than one person acts as Manager), unless within
ninety days after such event the Company is continued by the vote or written
consent of a majority of Membership Interests of all of the remaining
Members.  For purposes of this Agreement,
bankruptcy shall mean, with respect to a Person, (i) that such Person has
(A) made an assignment for the benefit of creditors; (B) filed a
voluntary petition in bankruptcy; (C) been adjudged bankrupt or insolvent,
or had entered against such Person an order of relief in any bankruptcy or
insolvency proceeding; (D) filed a petition or an answer seeking for such
Person any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any statute, law or regulation or filed an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against such Person in any proceeding of such
nature; or (E) sought, consented to, or acquiesced in the appointment of a
trustee, receiver or liquidator of such Person or of all or any substantial
part of such Persons properties; (ii) ninety (90) days have elapsed
after the commencement of any proceeding against such Person seeking
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any statute, law or regulation and such
proceeding has not been dismissed; or (iii) ninety (90) days have
elapsed since the appointment without such Persons consent or acquiescence of
a trustee, receiver or liquidator of such Person or of all or any substantial
part of such Persons properties and such appointment has not been vacated or
stayed or the appointment is not vacated within 60 days after the
expiration of such stay.  9.2           Winding Up.  Upon the dissolution of the Company, the
Manager may, in the name of and for and on behalf of the Company, prosecute and
defend suits, whether civil, criminal or administrative, sell and close the
Companys business, dispose of and convey and distribute to the Members any
remaining assets of the Company, all without affecting the liability of
Members. Upon winding up of the Company, the assets shall be distributed as
follows:  (a)           To creditors, including Members and
Managers who are creditors, to the extent permitted by law, in satisfaction of
liabilities of the Company, whether by payment or by making of reasonable
provision for payment thereof, other than liabilities for which reasonable
provision for payment has been made and liabilities to Members and former
Members for distributions under Sections 18-601 or 18-604 of the Act;  9 
   (b)           To Members and former Members in
satisfaction of liabilities for distributions under Sections 18-601 or
18-604 of the Act; and  (c)           To Members pro rata in proportion to
their Membership Interests at the time of such distribution.  9.3           Deficit Capital Accounts.  Upon a liquidation of the Company within the
meaning of Section 1.704-l(b)(2)(ii)(g) of the Treasury Regulations, if
any Member has a deficit Capital Account (after giving effect to all
contributions, distributions, allocations and other adjustments for all Fiscal
Years, including the Fiscal Year in which such liquidation occurs), the Member
shall have no obligation to make any Capital Contribution, and the negative
balance of any Capital Account shall not be considered a debt owed by the
Member to the Company or to any other Person for any purpose.  9.4           Nonrecourse to Other Members.  Except as provided by applicable law or as
expressly provided in this Agreement, upon dissolution, each Member shall
receive a return of its Capital Contribution solely from the assets of the
Company. If the assets of the Company remaining after the payment or discharge
of the debts and liabilities of the Company are insufficient to return any Capital
Contribution of any Member, such Member shall have no recourse against any
other Member.  9.5           Termination.  Upon completion of the dissolution, winding
up, liquidation and distribution of the assets of the Company, the Company
shall be deemed terminated.  ARTICLE X  General Provisions  10.1         Notices and Consents.  Any notice, demand or other communication
required or permitted to be given pursuant to this Agreement shall be in
writing and shall have been sufficiently given for all purposes if
(a) delivered personally to the Member (b) delivered to a recognized
overnight courier service for next day delivery to the Member at the address
set forth in Schedule 1 to this Agreement or (c) sent by registered
or certified mail, postage prepaid, addressed to the Member at its address set
forth in Schedule 1 to this Agreement. 
Except as otherwise provided in this Agreement, any such notice shall be
deemed to be given one business day after delivery to the courier service or
three business days after the date on which it was deposited in a regularly
maintained receptacle for the deposit of United States mail, addressed and sent
as set forth in this Section 10.1. 
All consents required or permitted hereunder shall be in writing.  Any Member may change its address set forth
in Schedule 1 to this Agreement by notice to the other Members.  10.2         Merger and Amendments.  This Agreement together with the agreements
referred to herein contain the entire agreement among the Members with respect
to the subject matter hereof, and supersede all prior agreements and
understandings, written or oral, between the parties with respect thereto,
whether or not relied or acted upon.  No
course of conduct pursued or acquiesced in, and no oral agreement or
representation subsequently made, by the Members, and no usage of trade, shall
amend this Agreement or impair or otherwise affect any  10 
   Members obligations,
rights and remedies pursuant to this Agreement.  No amendment to this Agreement shall be effective unless made in
a writing duly executed by all Members.  10.3         Headings.  The headings in this Agreement are for
convenience only and shall not be used to interpret or construe any provision
of this Agreement.  10.4         Waiver.  No failure of a Member to exercise, and no
delay by a Member in exercising, any right or remedy under this Agreement shall
constitute a waiver of such right or remedy. 
No waiver by a Member of any such right or remedy under this Agreement
shall be effective unless made in a writing duly executed by all Members.  10.5         Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law. If any provision of this Agreement shall be prohibited by
or invalid under such law, it shall be deemed modified to conform to the
minimum requirements of such law or, if for any reason it is not deemed so
modified, it shall be prohibited or invalid only to the extent of such
prohibition or invalidity without the remainder thereof or any other such
provision being prohibited or invalid.  10.6         Binding.  This Agreement shall be binding upon and
inure to the benefit of all Members, and each of the permitted successors and
assignees of the Members.  10.7         Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same instrument.  10.8         Governing Law.  This Agreement shall be governed by, and
interpreted and construed in accordance with, the laws of the State of
Delaware, without regard to principles of conflict of laws.  This Agreement and
any controversy or claim arising out of or relating to this Agreement shall be
governed by the laws of the State of Delaware without giving effect to the
principles of conflicts of laws.  11 
   IN WITNESS
WHEREOF, the parties hereto have duly executed this Agreement as of the date
first above written.  THE DOE RUN RESOURCES
  CORPORATIONSOLE MEMBER/s/ Marvin KaiserBy:
  Name:
  Marvin KaiserTitle:
  Executive Vice President of the Doe Run Resources
  Corporation  12 
   THE
BUICK RESOURCE RECYCLING FACILITY LLC LIMITED
LIABILITY COMPANY AGREEMENT  Schedule 1  Member
  Name, Address
  and S.S. Number
  
  Capital Contribution
  
  Membership InterestThe Doe Run Resources Corporation
  1801 Park 270 Drive
  St. Louis Missouri 63146
  
  $
  100
  
  100
  %Totals
  
  $
  100
  
  100
  %  i 
   Schedule 2  The Buick Resource
Recycling Facility LLC  Officers   Manager
  
  Jeffrey ZelmsJerry Pyatt
  
  Chief Operating OfficerMarvin Kaiser
  
  Chief Financial OfficerRoger L. Fay
  
  Vice PresidentJohn Siegel
  
  Vice PresidentMichael Sankavitch
  
  General ManagerJim James
  
  ControllerDennis A. Sadlowski
  
  SecretaryMichael C. Ryan
  
  Assistant Secretary  ii 
     iii 
   For value
Received,                        hereby
sell, assign and transfer unto                                                                                                 
Limited Liability Company Interests represented by the within Certificate and,
do hereby irrevocably constitute and appoint
                                        
Attorney to transfer the said Limited Liability Company Interests on the Books
of the within named Limited Liability Company with full power of substitution
in the premises.  DatedIn presence of:  NOTICE:The
Signature to this assignment must correspond with the name as written upon the
face of the Certificate.  In every
particular, without alteration or enlargement or any change whatever.  iv