Exhibit 4.5.4


Execution Counterpart


 




 





 


 


THE DOE RUN RESOURCES
CORPORATION


 


 


Investor Rights Agreement


 


 


October 29, 2002


 




 





 

















 


TABLE OF CONTENTS


 


	
  1.  EFFECTIVENESS; DEFINITIONS;
  REPRESENTATIONS.

  
	
   

  	
  1.1.

  	
  Closing

  
	
   

  	
  1.2.

  	
  Definitions

  
	
   

  	
  1.3.

  	
  Representations and Warranties

  
	
  2. 
  VOTING AGREEMENT.

  
	
   

  	
  2.1.

  	
  Election of Directors

  
	
   

  	
  2.2.

  	
  Certain Significant
  Transactions

  
	
   

  	
  2.3.

  	
  Actions by Special
  Director

  
	
   

  	
  2.4.

  	
  Proxy

  
	
   

  	
  2.5.

  	
  The Company.

  
	
   

  	
  2.6.

  	
  Additional Renco Covenant

  
	
   

  	
  2.7.

  	
  Period

  
	
  3. 
  REGISTRATION RIGHTS

  
	
   

  	
  3.1.

  	
  Registration Rights

  
	
  4.  LEGENDS.

  
	
   

  	
  4.1.

  	
  Restrictive Legend

  
	
  5.  AMENDMENT, TERMINATION, ETC.

  
	
   

  	
  5.1.

  	
  Oral Modifications

  
	
   

  	
  5.2.

  	
  Written Modifications

  
	
   

  	
  5.3.

  	
  Termination

  
	
  6. 
  DEFINITIONS

  
	
   

  	
  6.1.

  	
  Certain Matters of
  Construction

  
	
   

  	
  6.2.

  	
  Definitions

  
	
  7. 
  MISCELLANEOUS.

  
	
   

  	
  7.1.

  	
  Effect

  
	
   

  	
  7.2.

  	
  Notices

  
	
   

  	
  7.3.

  	
  Binding Effect, Etc

  
	
   

  	
  7.4.

  	
  Descriptive Headings

  
	
   

  	
  7.5.

  	
  Counterparts

  
	
   

  	
  7.6.

  	
  Severability

  
	
   

  	
  7.7.

  	
  Remedies; Specific
  Performance

  
	
   

  	
  7.8.

  	
  Governing Law

  



 


i

















 


INVESTOR RIGHTS AGREEMENT


 


This Investor Rights Agreement (as amended, restated or
otherwise modified, the “Agreement”) is made as of October 29, 2002 by
and among:


 


(i)                               The
Doe Run Resources Corporation, a New York corporation (the “Company”);


 


(ii)                            DR
Acquisition Corp., a Missouri corporation (the “Stockholder”);


 


(iii)                         The
Renco Group, Inc., a New York corporation (the “Parent”);
and


 


(iv)                        State Street Bank and Trust Company, a
Massachusetts trust company (the “Warrant Agent”) on behalf of all
holders of Warrants and Warrant Shares (the “Warrantholders” and each, a
“Warrantholder”) issued or to be issued in accordance with the terms of
the Warrant Agreement between the Company and the Warrant Agent dated as of the
date hereof (the “Warrant Agreement”).


 


Recitals


 


WHEREAS pursuant to the Indenture dated as of the date
hereof among the Company, the Guarantors named therein and State Street Bank
and Trust Company, as trustee (as amended and in effect from time to time, the
“Indenture”), the Warrantholders (in their capacity as Holders
thereunder) are extending certain loans (the “Indebtedness”) to the
Company.


 


WHEREAS in connection with the Indebtedness, on the
date hereof the Company is issuing to the Warrantholders Series A Warrants to
purchase an aggregate of 644.7813 shares of Common Stock, par value $.10 per
share (the “Common Stock”) of the Company, subject to the Warrant
Agreement;


 


WHEREAS pursuant to the Stock Purchase Agreement dated
as of the date hereof between the Company and the Parent (the “Renco
Agreement”), the Parent is acquiring 2,000 shares of Series A Redeemable
Preferred Stock, par value $1,000 per share (the “PIK Preferred Stock”)
of the Company;


 


WHEREAS the Stockholder owns 1,000 shares of Common
Stock of the Company;


 


WHEREAS after giving effect to the transactions
contemplated by the Renco Agreement, the Parent and the Stockholder are the
sole owners of PIK Preferred Stock and Common Stock of the Company (other than
the Warrants).


 


The parties believe that it is in the best interests
of the Company, the Warrantholders, the Parent and the Stockholder to:
(i) provide for certain rights and obligations with respect to the
election of directors of the Company, (ii)  provide for certain rights and
obligations with respect to the Warrants and the Warrant Shares and (iii) set
forth their agreements on certain other matters.


 


 


2

















 


Agreement


 


Therefore, the parties hereto hereby agree as follows:


 


1.             EFFECTIVENESS; DEFINITIONS;
REPRESENTATIONS.


 


1.1.          Closing.  This Agreement shall become effective upon
the issuance of the Series A Warrants in connection with the closing under the
Indenture (the “Closing”).


 


1.2.          Definitions.  Certain terms are used in this Agreement as
specifically defined herein.  These
definitions are set forth or referred to in Section 6 hereof.


 


1.3.          Representations
and Warranties.  Each party to
this Agreement (each a “Party”) represents and warrants to each other
Party that:


 


1.3.1.  this Agreement has been duly and validly
executed and delivered by such Party, and constitutes a legal and binding
obligation of such Party, enforceable against such Party in accordance with its
terms;


 


1.3.2.  the execution, delivery and performance by
such Party of this Agreement (or any joinder to this Agreement) and the
consummation by such Party of the transactions contemplated hereby (or thereby)
will not, with or without the giving of notice or lapse of time, or both (a)
violate any provision of law, statute, rule or regulation to which such Party
is subject, (b) violate any order, judgment or decree applicable to such Party,
or (c) conflict with, or result in a breach or default under, any term or
condition of any agreement or other instrument to which such Party is a party,
or by which such Party is bound;


 


1.3.3.  in the case of the Stockholder, such Party
holds, beneficially and of record, 1,000 shares of Common Stock of the Company,
free and clear of any liens, claims or encumbrances except for any of the
foregoing as may be imposed by applicable law;


 


1.3.4.  in the case of the Parent, such Party holds,
beneficially and of record, 2,000 shares of PIK Preferred Stock of the Company,
free and clear of any liens, claims or encumbrances except for any of the
foregoing as may be imposed by applicable law; and


 


1.3.5.  other than this Agreement and security
documents entered into in connection with the Indenture or the Credit
Agreement, such Party is not a party to any agreement or arrangement with
respect to the voting or Transfer of any of the capital stock of the Company
held by such Party.


 


2.             VOTING
AGREEMENT.


 


2.1.          Election
of Directors.  Each of (a) the
Stockholder and (b) each Warrantholder which now owns or may in the future own
issued and outstanding Warrant Shares hereby agrees that it shall cast all
votes to which it is entitled in respect of the Shares, whether at any annual
or special meeting, by written consent or otherwise and, to the extent
applicable, to take all necessary actions whether in such person’s capacity as
a stockholder, officer or director of the


 


3

















 


Company (including, without limitation, the calling of
special meetings of the stockholders of the Company for purposes of such vote):


 


2.1.1.  to fix the number of directors of the Board
of Directors of the Company (the “Board”) at three, unless otherwise
required by this Section 2.1;


 


2.1.2.  to elect from time to time as directors of
the Company two individuals designated by the Stockholder (the “DRAC
Directors”) in its sole discretion;


 


2.1.3.  to elect from time to time as a director of
the Company one additional individual nominated by the Majority Warrantholders
(the “Independent Director”);


 


2.1.4.  to immediately elect, upon the occurrence of
a Major Default, a director selected by the Majority Warrantholders (the “Special
Director”), who shall be entitled to cast a super majority vote in
accordance with the by-laws of the Company. 
The Special Director shall serve during the continuance of a Major
Default, subject to Section 2.1.6 below;


 


2.1.5.  to immediately remove as a director of the
Company the Independent Director upon the receipt of a written request from the
Majority Warrantholders, and to appoint a successor thereto, who shall be
approved by the Majority Warrantholders, and otherwise not to remove such
director; and


 


2.1.6.  to immediately remove as a director of the
Company the Special Director upon the receipt of a written request from the
Majority Warrantholders, and, so long as a Major Default is continuing, to
appoint a successor thereto, who shall be approved by the Majority Warrantholders,
and otherwise not to remove such director.


 


The initial DRAC Directors shall be Ira Leon Rennert and Dennis A.
Sadlowski.  The initial Independent
Director shall be nominated by the Majority Warrantholders as soon as
reasonably practicable after the date hereof, and such nominee shall be
appointed by the Stockholder, by written consent or otherwise, in accordance
with this Section 2.1, promptly thereafter, but in no event later than ten (10)
days after the date of such nomination. 
The members of the Board shall serve until their replacements are named
in accordance with this Section 2.1.


 


The parties agree that in the event that the Stockholder fails to vote
its shares as required by this Section 2.1, the Majority Warrantholders shall
be entitled to vote such shares in accordance with such section pursuant to the
proxy granted in Section 2.4 below.


 


Upon (a) the occurrence
of a Major Default and (b) the request of the Majority Warrantholders, the
Company shall take, and shall instruct its subsidiaries to take, all steps
necessary to cause the composition of the board of directors of each subsidiary
of the Company which has a board of directors to be adjusted so as to be
identical to that of the Board; provided that, with respect to
corporations or similar entities organized in any jurisdiction which requires
that one or more members of the board of directors of any such entity organized
in such jurisdiction shall be a citizen of such jurisdiction (each, a “Nominee
Director”), any Nominee Director serving upon the occurrence of a Major
Default shall remain in office, absent a request by the Majority Warrantholders
that such Nominee Director resign; provided further that, with respect
to any


 


4

















 


subsidiary which does not
have a board of directors, the Company shall take, and shall instruct its
subsidiaries to take, all steps necessary to replace the person or persons
making corporate decisions on behalf of such subsidiary with a person or
persons acceptable to the Majority Warrantholders or, in the case of Doe Run
Peru, S.R.L., a Peruvian limited liability company (“Doe Run Peru”) to
designate as the attorneys in fact voting the shares of Doe Run Peru held by
Doe Run Cayman Ltd., a Cayman Islands company, a person or persons acceptable
to the Majority Warrantholders; provided, however, that the approval of
the Independent Director or Special Director, as applicable, of any Subsidiary
of the Company shall not be required in connection with any action to be taken
by such Subsidiary if the Independent Director or Special Director, as
applicable, has already approved such action (with respect to such Subsidiary)
in his capacity as Independent Director or Special Director, as applicable, of
the Company.


 


Neither the Board nor the board of any subsidiary of the Company shall
have any committees.


 


2.2.          Certain
Significant Transactions. 
Neither the Company nor any of its subsidiaries shall do, nor shall the
Stockholder or the Parent vote its Shares, whether at any annual or special
meeting, by written consent or otherwise, so as to cause or permit the Company
or any of its subsidiaries to do, any of the  following without the prior written consent of the Special Director, or if there is no
Special Director, the Independent Director:


 


2.2.1.  increase or decrease the number of directors
on the Board, except as contemplated by Section 2.1 above, whether by amending
the Bylaws of the Company or otherwise;


 


2.2.2.  authorize or issue any equity security or
amend any term or provision of any equity security, including any issuance in
connection with a Public Offering;


 


2.2.3.  amend, modify or repeal the Company’s or any
subsidiary’s Certificate of Incorporation or Bylaws or comparable document;


 


2.2.4.  merge or consolidate with, or sell, assign,
lease, license or otherwise dispose of or voluntarily part with (whether in one
transaction or in a series of transactions), the control of all or
substantially all of its assets to any Person, or permit any subsidiary to do
any of the foregoing, except for sales or other dispositions of assets in the
ordinary course of business;


 


2.2.5.  from and after the Closing, purchase or
otherwise acquire assets from, or invest in, any Person (whether in one
transaction or in a series of transactions) for consideration in excess of
$2,500,000 in the aggregate in any given year (other than (a) purchases of
fuel, utilities, supplies, work-in-process, spare parts, feed stocks, (b)
purchases that may be required pursuant to governmental obligations, (c)
purchases under other contracts approved by the Independent Director or the
Special Director or (d) purchases permitted under a standing resolution of
the applicable Board of Directors validly approved by the Special Director or
Independent Director);


 


2.2.6.  create, invest in or acquire any interest in
any subsidiary that is not, directly or indirectly, a wholly-owned
subsidiary, or sell or otherwise dispose of any shares of capital stock of any
subsidiary;


 


5

















 


2.2.7.  declare or pay any dividends or make any
distributions on any class of the Company’s or any subsidiary’s capital stock
now or hereafter outstanding or otherwise distribute assets to stockholders,
other than distributions permitted under the Credit Agreement, the Indenture
and the Congress Facility;


 


2.2.8.  purchase, redeem or otherwise acquire or
retire any of the Company’s or any subsidiary’s capital stock of any class now
or hereafter outstanding, or otherwise return capital to the Stockholder; provided
that the prior written consent of the Special Director, or if there is no
Special Director, the Independent Director shall not be required for any
redemption of the PIK Preferred Stock in accordance with the terms of the
Certificate of Incorporation of the Company at any time which is at least six
months after the maturity date of the indebtedness issued under the Indenture;


 


2.2.9.  from and after the Closing, sell or
otherwise dispose of (a) any fixed asset with a fair market value in excess of
$1,000,000 (whether in one transaction or in a series of transactions) or (b)
fixed assets with an aggregate fair market value in excess of $5,000,000 in any
given year (other than, in either case, sales permitted under standing
resolutions of the applicable Board validly approved by the Special Director or
the Independent Director);


 


2.2.10.  adopt an annual operating budget;


 


2.2.11.  authorize or make capital expenditures in
excess of those included in the annual operating budget;


 


2.2.12.  commence a voluntary case under any
bankruptcy or insolvency law, make an assignment for the benefit of creditors,
decide to subject any subsidiary to any proceedings under any bankruptcy or
insolvency law, decide to avail the Company or any subsidiary of the benefit of
any other legislation for the benefit of debtors, propose a plan or
reorganization under any bankruptcy or insolvency law or take steps to wind up
or terminate the Company’s existence;


 


2.2.13.  engage in or enter into any new line of
business;


 


2.2.14.  authorize or incur any indebtedness of the
Company or any subsidiary for borrowed money (other than indebtedness
outstanding (a) immediately following the Closing or (b) under the
BCP Facility, the Congress Facility or the Credit Agreement) in excess of, in
the aggregate, $5,000,000 outstanding at any time or make any voluntary
prepayment on any indebtedness other than any such prepayment permitted under
Section 6.12 of the Credit Agreement (whether or not such agreement remains in
effect) and other than ordinary trade accounts payable on customary terms in
the ordinary course of business or purchase money indebtedness approved in
connection with the acquisition of assets permitted under section 2.2.5 above);
or


 


2.2.15.  guarantee any obligation of any Person other
than the Company or any wholly owned subsidiary.


 


6

















 


Notwithstanding anything to the contrary in this
Section 2.2, (a) if the Special Director or the Independent Director, as the
case may be, has been notified in writing by the Company that the Company
wishes to undertake an action described in Sections 2.2.1 to 2.2.15 and the
Special Director or the Independent Director, as the case may be, has not
responded within ten business days after receipt of such notification, the
Special Director or the Independent Director, as the case may be, shall be
deemed to have approved such action and (b) in the event that there is neither
an Independent Director nor, after the occurrence and during the continuance of
a Major Default, a Special Director, as the case may be, in office, and such
office or offices remain vacant for more than 20 business days, the Company
shall be permitted to take any action described in Sections 2.2.1 to 2.2.15 as
long as such vacancy or vacancies do not result, wholly or in part, from the
failure of the Company, DRAC or Renco to take any reasonable actions necessary
to appoint such director; provided that this clause (b) shall not
be effective until after such time as the First Independent Director or Special
Director has been appointed to the Board.


 


2.3.          Actions by Special Director.  At any time after the occurrence of a Major
Default, if so directed by the Special Director, the Company, the Stockholder
and the Parent shall take all actions necessary to bring about, and the
Stockholder and the Parent shall take all actions required to effect the:


 


2.3.1.  sale of all of the capital stock or other
equity interests of the Company or any of its Subsidiaries;


 


2.3.2.  merger or consolidation of the Company or
any of its Subsidiaries with or into another Person; or


 


2.3.3.  sale of all or any portion of the assets of
the Company or any of its Subsidiaries.


 


The Company shall apply any proceeds received from the transactions
listed in Section 2.3.1, 2.3.2 and 2.3.3 above to the extent necessary to cure
the Major Default, if applicable, and then, in the reasonable discretion of the
Board, to other corporate purposes.


 


2.4.          Proxy. 
The Stockholder and the Parent each hereby grant to the Warrantholders
an irrevocable proxy, coupled with an interest, to vote his or its Shares in
accordance with his or its agreements contained in this Section 2, which proxy
shall be valid and remain in effect until the provisions of this Section 2
expire.


 


2.5.          The Company.


 


2.5.1.  The Company agrees not to give effect to any
action by the Parent, the Stockholder, any Warrantholder or any other Person
that is in contravention of this Section 2.


 


2.5.2.  When required, the Company agrees to take
all action to cause the election, appointment or removal of the members of the
Board as members of the boards of directors of each subsidiary.


 


7

















 


2.6.          Additional Renco Covenant.  Parent hereby agrees that, simultaneous with
the appointment of any Independent Director or Special Director, Parent shall
enter into an indemnity agreement (each, a “Hold Harmless Agreement”) with such
Independent Director or Special Director, as applicable, substantially in the
form attached hereto as Exhibit A.


 


2.7.          Restriction.  Notwithstanding anything to the contrary
herein, no person shall be appointed as an Independent Director or Special
Director if such person is a current or former employee, officer or affiliate
of Renco or the Company.


 


2.8.          Period.  The foregoing provisions of this
Section 2 shall expire on the earlier of (a) the last date permitted by
law or (b) the date on which no Warrants or Warrant Shares remain outstanding.


 


3.             REGISTRATION RIGHTS


 


3.1.          Registration
Rights.  In
the event that the Company determines to effect a Public Offering of its
securities, immediately prior to the commencement of such Public Offering, the
Company and the Majority Warrantholders shall negotiate an agreement providing
the Warrantholders with registration rights with respect to the shares of Common
Stock issuable upon exercise of the Warrants on standard terms and
conditions.  The Company agrees that the
proposed Public Offering shall not be commenced until such an agreement
reasonably satisfactory to the Majority Warrantholders shall have been
executed.


 


4.             LEGENDS.


 


4.1.          Restrictive
Legend.  Each certificate
representing Shares shall have the following legend endorsed conspicuously
thereupon:


 


The voting of the shares
of stock represented by this certificate, and the sale, encumbrance or other
disposition thereof, are subject to the provisions of an Investor Rights
Agreement to which the issuer and certain of its stockholders are party, a copy
of which may be inspected at the principal office of the issuer or obtained
from the issuer without charge.


 


Any person who acquires Shares which are not subject
to all or part of the terms of this Agreement shall have the right to have such
legend (or the applicable portion thereof) removed from certificates
representing such Shares.


 


5.             AMENDMENT,
TERMINATION, ETC.


 


5.1.          Oral
Modifications. 
This Agreement may not be orally amended, modified, extended or
terminated, nor shall any oral waiver of any of its terms be effective.


 


5.2.          Written
Modifications.  This Agreement
may be amended, modified, extended or terminated, and the provisions hereof may
be waived, only by an agreement in writing signed by the Company, the
Stockholder, the Warrant Agent and the Majority Warrantholders.


 


8

















 


5.3.          Termination.  No termination under this Agreement shall
relieve any Person of liability for breach prior to termination.


 


6.             DEFINITIONS.  For purposes of this Agreement:


 


6.1.          Certain
Matters of Construction.  In
addition to the definitions referred to or set forth below in this
Section 6.


 


6.1.1.  The words “hereof”, “herein”, “hereunder”
and words of similar import shall refer to this Agreement as a whole and not to
any particular Section or provision of this Agreement, and reference to a
particular Section of this Agreement shall include all subsections thereof;


 


6.1.2.  Definitions shall be equally applicable to
both the singular and plural forms of the terms defined;


 


6.1.3.  The masculine, feminine and neuter genders shall
each include the other; and


 


6.1.4.  Definitions shall have the correlative
meaning whether used in noun or verb form.


 


6.2.          Definitions.  The following terms shall have the following
meanings:


 


“Affiliate” means,
with respect to the Company or any of its Subsidiaries (or any other specified
Person), any other Person which, directly or indirectly controls or is
controlled by or is under direct or indirect common control with the Company or
such Subsidiary (or such specified Person), and, without limiting the
generality of the foregoing, shall include (a) any Person which beneficially
owns or holds 10% of more of any class of voting securities of such Person or
10% or more of the equity interest in such Person, (b) any Person of which such
Person beneficially owns or holds 10% or more of any class of voting securities
or in which such Person beneficially owns or holds 10% or more of the equity
interest in such Person and (c) any director or officer of such Person.  For the purposes of this definition, the
term “control” (including, with correlative meanings, the terms “controlled by”
and “under common control with”), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities or by contract or otherwise.


 


“BCP Facility”
means one or more working capital facilities or other working capital
financings or programs entered into by Doe Run Peru and its subsidiaries from
time to time, as the same may be amended, restated, supplemented or otherwise
modified from time to time, including but not limited to that certain Contrato
de Linea de Crédito en Moneda Extranjera, dated as of September 17, 2002
and effective as of September 25, 2002 among Doe Run Peru, as borrower and
Banco de Credito de Peru as agent, and each lender party thereto, and any
agreement renewing, refinancing or replacement thereof.


 


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“Congress
Facility” means the Amended and Restated Loan and Security Agreement, dated
as of October 29, 2002, among the Company, its domestic subsidiaries from time
to time party thereto, the financial institutions from time to time party
thereto as lenders, Congress Financial Corporation, in its capacity as agent
for such lenders and The CIT Group/Business Credit, Inc. in its capacity as
co-agent, as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated, refinanced, replaced or restructured
(in whole or in part and including with, to or in favor of any other lender or
group of lenders that at any time refinances, replaces or succeeds to all or
any portion of the indebtedness under the Congress Facility).


 


“Convertible
Securities” shall mean any evidence of indebtedness, shares of stock (other
than Common Stock) or other securities directly or indirectly convertible into
or exchangeable or exercisable for shares of Common Stock.


 


“Credit Agreement”
shall mean the Credit Agreement dated as of the date hereof among the Company,
the lenders party thereto and Regiment Capital Advisors, L.L.C., as Agent.


 


“Major Default”
shall mean (a) a default under Section 8.1.1 or 8.1.11 of the Credit Agreement,
(b) a default by Renco of its obligations under Section 2.1 of the Renco
Credit Support Agreement (as defined in the Credit Agreement) or (c) the
failure of the Company and Renco, collectively, to pay the Aggregate Put Price
(as defined in the Warrant Agreement) (and all accrued interest thereon) on or
before the third anniversary of the exercise of the Put Option (as defined in
the Warrant Agreement).


 


“Majority
Warrantholders” means the holders of more than 50% of the Warrants, or if
the Warrants have been exercised, the Warrant Shares.


 


“Person” shall
mean any individual, partnership, corporation, association, trust, joint
venture, unincorporated organization or other entity, and any government,
governmental department or agency or political subdivision thereof.


 


“Public Offering”
shall mean a public offering and sale of Common Stock for cash pursuant to an
effective registration statement under the Securities Act.


 


“Securities Act”
shall mean the Securities Act of 1933, as in effect from time to time.


 


“Shares” shall
mean (a) all shares of Common Stock originally issued to, or issued with
respect to shares originally issued to, or held by, the Stockholder or any
Warrantholder, whenever issued, including, without limitation, all shares of
Common Stock issued pursuant to the conversion, exchange or exercise of any
Convertible Securities, (b) all shares of PIK Preferred Stock originally issued
to Parent and (c) Convertible Securities originally granted or issued to the
Stockholder or Parent.


 


“Transfer” shall
mean any sale, pledge, assignment, encumbrance or other transfer or disposition
of any securities to any other Person, whether directly, indirectly,
voluntarily, involuntarily, by operation of law, pursuant to judicial process
or otherwise.


 


10

















 


“Warrants” shall
mean the Series A warrants to purchase Common Stock of the Company issued to
certain Warrantholders in connection with the extension of the Indebtedness
pursuant to the Indenture and any other warrants issued in accordance with the
Warrant Agreement.


 


“Warrant Shares”
shall mean the Common Stock issuable upon the exercise of the Warrants in
accordance with the Warrant Agreement.


 


7.             MISCELLANEOUS.


 


7.1.          Effect.  This Agreement does not, and shall not be
construed to, give rise to the creation of a partnership among any of the
parties hereto, or to constitute any of such parties members of a joint venture
or other association.


 


7.2.          Notices.  Any notices and other communications
required or permitted in this Agreement shall be effective if in writing and
(a) delivered personally, or (b) sent (i) by a  nationally
recognized overnight courier, or (ii) by registered or certified mail, postage
prepaid, in each case, addressed as follows:


 


If to the Company, to it at:


 


1801 Park 270 Drive


Suite 300


St. Louis, MO  63146


Attn:  Chief Executive Officer


 


with a copy to:


Cadwalader, Wickersham &
Taft


100 Maiden Lane


New York, NY  10038


Attn:       Michael Ryan, Esq.


 


If to the Stockholder or to the Parent, to it at:


 


30 Rockefeller Center


42nd Floor


New York, NY  100112


Attn:  Chief
Executive Officer


 


with a copy to:


Cadwalader, Wickersham &
Taft


100 Maiden Lane


New York, NY  10038


Attn:       Michael Ryan, Esq.


 


If to the Warrant Agent, to him or it at:


 


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Corporate Trust Administration


225 Asylum, 23rd Floor


Hartford, CT  06103


Attn:  Gregory Donovan


Facsimile No.: 860-244-1897


Ref:  Doe Run


 


with copies
to:


 


Shipman & Goodwin LLP


One American
Row


Hartford, CT 06103-2819


Attn: Thomas Tresselt, Esq.


Facsimile No.: 860-251-5899


 


and


 


Ropes & Gray


One International Place


Boston, MA 02110


Attn:  Collin
J. Beecroft, Esq.


 


Notice to the holder of record of any shares of
capital stock shall be deemed to be notice to the holder of such shares for all
purposes hereof.  Unless otherwise
specified herein, such notices or other communications shall be deemed
effective (a) on the date received, if personally delivered, (b) two (2)
business days after being sent by a nationally recognized overnight courier,
and (c) three (3) business days after being sent by registered or certified
mail.  Each of the parties hereto shall
be entitled to specify a different address by giving notice as aforesaid to
each of the other parties hereto.


 


7.3.          Binding
Effect, Etc.  This Agreement
constitutes the entire agreement of the parties with respect to its subject
matter, supersedes all prior or contemporaneous oral or written agreements or
discussions with respect to such subject matter, and shall be binding upon and
inure to the benefit of the parties hereto and their
respective heirs, representatives, successors and permitted assigns.


 


7.4.          Descriptive
Headings.  The descriptive
headings of this Agreement are for convenience of reference only, are not to be
considered a part hereof, and shall not be construed to define or limit any of
the terms or provisions hereof.


 


7.5.          Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one instrument.


 


7.6.          Severability.  In the event that any provision hereof
would, under applicable law, be invalid or unenforceable in any respect, such
provision shall be construed by modifying or


 


12

















 


limiting it so as to be valid and enforceable to the
maximum extent compatible with, and possible
under, applicable law. 
The provisions hereof are severable, and in the event any provision
hereof should be held invalid or unenforceable in any respect, it shall not
invalidate, render unenforceable or otherwise affect any other provision
hereof.


 


7.7.          Remedies; Specific Performance.  Each Party shall have all remedies available
at law, in equity or otherwise, in the event of any breach or violation of this
Agreement or any default hereunder by any other party.  The parties acknowledge and agree that in
the event of any breach of this Agreement, in addition to any other remedies
which may be available, each of the parties hereto shall be entitled to
specific performance of the obligations of the other
parties hereto and, in addition, to such other equitable remedies (including,
without limitation, preliminary or temporary relief) as may be appropriate in
the circumstances.


 


7.8.          Governing
Law.  This Agreement shall be
governed by and construed in accordance with the domestic substantive laws of
the State of New York, without giving effect to any choice or conflict of laws
provision or rule that would cause the application of the domestic substantive
laws of any other jurisdiction.


 


7.9.          Action
by Majority Warrantholders.  Any
action requiring the consent of the Majority Warrantholders (including, but not
limited to, the nomination of directors pursuant to Section 2.1 hereof) shall
be deemed taken upon the approval of such action in writing by the Majority
Warrantholders.


 


[The remainder of this page intentionally left blank.]


 


13

















 


[Investor Rights
Agreement]


 


IN WITNESS WHEREOF, each of the undersigned has duly
executed this Agreement (or caused this Agreement to be executed on its behalf
by its officer or representative thereunto duly authorized) under seal as of
the date first above written.


 


	
  THE
  COMPANY:

  	
  THE DOE RUN RESOURCES
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Marvin Kaiser

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Marvin Kaiser

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  
	
  THE
  STOCKHOLDER:

  	
  DR
  ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Marvin Kaiser

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Marvin Kaiser

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  
	
  THE PARENT:

  	
  THE
  RENCO GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Roger Fay

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Roger Fay

  
	
   

  	
   

  	
  Title:

  	
  Vice President—Finance

  
	
   

  	
   

  
	
  THE
  WARRANT AGENT:

  	
  STATE
  STREET BANK AND TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Gregory M. Donovan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory M. Donovan

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
					



 

















 


Exhibit A


 


Form of Hold Harmless
Agreement