EXHIBIT 10.19.4


 


Execution Counterpart


 


 


	
   

  
	
   

  
	
   

  
	
   

  
	
  THE DOE RUN RESOURCES CORPORATION

  
	
   

  
	
   

  
	
  GUARANTEE AND SECURITY AGREEMENT

  
	
   

  
	
   

  
	
  Dated as of October 29, 2002

  
	
   

  
	
   

  
	
  REGIMENT CAPITAL ADVISORS, L.L.C., Agent

  
	
   

  
	
   

  
	
   

  
	
   

  



 

















 


TABLE OF CONTENTS


 


	
  1.  Reference to Credit
  Agreement; Definitions; Certain Rules of Construction

  
	
  2. 
  Guarantee.

  
	
  2.1. 
  Guarantee of Credit Obligations

  
	
  2.2. 
  Continuing Obligation

  
	
  2.3. 
  Waivers with Respect to Credit Obligations

  
	
  2.4.  Lenders Power to Waive,
  etc

  
	
  2.5. 
  Information Regarding the Company, etc

  
	
  2.6. 
  Certain Guarantor Representations

  
	
  2.7.  Subrogation

  
	
  2.8. 
  Subordination.

  
	
  2.8.1. 
  Indebtedness of Obligors to Guarantors

  
	
  2.8.2. 
  Guarantee of Doe Run Peru

  
	
  2.9.  Contribution Among
  Guarantors

  
	
  3. 
  Security.

  
	
  3.1. 
  Credit Security

  
	
  3.1.1.  Tangible Personal
  Property

  
	
  3.1.2.  Rights to Payment of
  Money

  
	
  3.1.3.  Intangibles

  
	
  3.1.4. 
  Pledged Stock

  
	
  3.1.5. 
  Pledged Rights

  
	
  3.1.6. 
  Pledged Indebtedness

  
	
  3.1.7.  Chattel Paper,
  Instruments, etc

  
	
  3.1.8.  Leases

  
	
  3.1.9. 
  Deposit Accounts

  
	
  3.1.10. 
  Credit Support

  
	
  3.1.11. 
  Books and Records

  
	
  3.1.12.  Insurance

  
	
  3.1.13. 
  Real Property

  
	
  3.1.14.  Motor Vehicles and
  Aircraft

  
	
  3.1.15. 
  All Other Property

  
	
  3.1.16. 
  Proceeds and Products

  
	
  3.1.17. 
  Excluded Property

  
	
  3.2. 
  Certain Covenants with Respect to Credit Security

  
	
  3.2.1.  Pledged Stock.

  
	
  3.2.2. 
  Accounts and Pledged Indebtedness

  
	
  3.2.3. 
  No Liens or Restrictions on Transfer or Change of Control

  
	
  3.2.4.  Jurisdiction of
  Organization

  
	
  3.2.5.  Location of Credit
  Security

  
	
  3.2.6.  Trade Names

  
	
  3.2.7.  Insurance

  



 


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  3.2.8. 
  Intellectual Property

  
	
  3.2.9.  Deposit Accounts

  
	
  3.2.10. 
  Commercial Tort Claims

  
	
  3.2.11. 
  Modifications to Credit Security

  
	
  3.2.12. 
  Delivery of Documents

  
	
  3.2.13.  Perfection of Credit
  Security.

  
	
  3.3. 
  Administration of Credit Security

  
	
  3.3.1. 
  Use of Credit Security

  
	
  3.3.2.  Accounts

  
	
  3.3.3. 
  Distributions on Pledged Securities.

  
	
  3.3.4.  Voting Pledged
  Securities.

  
	
  3.4. 
  Right to Realize upon Credit Security

  
	
  3.4.1. 
  Assembly of Credit Security; Receiver

  
	
  3.4.2. 
  General Authority

  
	
  3.4.3. 
  Marshaling, etc

  
	
  3.4.4. 
  Sales of Credit Security

  
	
  3.4.5.  Sale without
  Registration

  
	
  3.4.6. 
  Application of Proceeds

  
	
  3.5.  Custody of Credit
  Security

  
	
  4. 
  Future Subsidiaries; Further Assurances

  
	
  5.  Representations and
  Warranties

  
	
  5.1.  Organization and
  Business

  
	
  5.2. 
  Authorization and Enforceability

  
	
  5.3.  No Legal Obstacle to
  Agreements

  
	
  5.4.  Litigation

  
	
  6.  Successors and Assigns

  
	
  7. 
  Notices

  
	
  8. 
  Course of Dealing; No Implied Waivers; Waivers and Amendments

  
	
  9.  General Provisions.

  
	
  9.1.  Defeasance

  
	
  9.2. 
  No Strict Construction

  
	
  9.3. 
  Certain Acknowledgments

  
	
  9.4. 
  Venue; Service of Process. Each of the Guarantors, the Pledgors and
  the Agent:

  
	
  9.5. 
  WAIVER OF JURY TRIAL

  
	
  9.6. 
  Interpretation; Governing Law; etc

  



 


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THE DOE RUN RESOURCES CORPORATION


 


GUARANTEE AND SECURITY AGREEMENT


 


 


This
Agreement, dated as of October 29, 2002, is among DR Acquisition Corp., a
Missouri corporation (“DRAC”), The Doe Run Resources Corporation, a New
York corporation (the “Company”), the Subsidiaries (as defined below) of
the Company from time to time party hereto and Regiment Capital Advisors,
L.L.C., a Delaware limited liability company, as agent (the “Agent”) for
the Lenders (as defined below) under the Credit Agreement (as defined
below).  The parties agree as follows:


 


1.  Reference to Credit Agreement;
Definitions; Certain Rules of Construction.  Reference is made to the Credit Agreement dated as of October 29,
2002, as amended and in effect from time to time (the “Credit Agreement”),
among the Company, the Lenders from time to time party thereto and the
Agent.  Capitalized terms defined in the
Credit Agreement and not otherwise defined herein are used herein with the
meanings so defined.  Certain other
capitalized terms are used in this Agreement as specifically defined below in
this Section 1.  Except as the
context otherwise explicitly requires, (a) the capitalized term “Section”
refers to sections of this Agreement, (b) references to a particular
Section shall include all subsections thereof, (c) the word “including”
shall be construed as “including without limitation”, (d) terms defined in the
UCC and not otherwise defined herein have the meaning provided under the UCC,
(e) references to a particular statute or regulation include all rules and
regulations thereunder and any successor statute, regulation or rules, in each
case as from time to time in effect, (f) references to a particular Person include
such Person’s successors and assigns to the extent not prohibited by this
Agreement and the other Credit Documents and (g) references to “the date
hereof” mean the date first set forth above.


 


“Accounts”
is defined in Section 3.1.2.


 


“Agent”
is defined in the preamble to this Agreement.


 


“Agreement”
means this Guarantee and Security Agreement as from time to time amended,
modified and in effect.


 


“Company”
is defined in the preamble to this Agreement.


 


“Credit
Agreement” is defined in Section 1.


 


“Credit
Security” is defined in Section 3.1.


 


“DRAC”
is defined in the preamble to this Agreement.


 


“Doe Run
Cayman” means Doe Run Cayman Ltd., a Cayman Islands company.


 

















 


“Guarantor”
means each of DRAC and the Subsidiaries of the Company from time to time party
hereto.


 


“Intellectual
Property” is defined in Section 3.2.8.


 


“Intercreditor
Agreements” means each of the Congress/CIT Intercreditor Agreement and the
Bondholder Intercreditor Agreement.


 


“Pledged
Indebtedness” is defined in Section 3.1.6.


 


“Pledged
Rights” is defined in Section 3.1.5.


 


“Pledged
Securities” means the Pledged Stock, the Pledged Rights and the Pledged
Indebtedness, collectively.


 


“Pledged
Stock” is defined in Section 3.1.4.


 


“Pledgor”
means each of DRAC, the Company and the Subsidiaries of the Company from time
to time party hereto other than Doe Run Peru and its Subsidiaries.


 


“UCC”
means the Uniform Commercial Code as in effect in Massachusetts on the date
hereof; provided, however, that with respect to the perfection of
the Agent’s Lien on the Credit Security and the effect of nonperfection
thereof, the term “UCC” means the Uniform Commercial Code as in effect in any
jurisdiction the laws of which are made applicable by section 9-301 of the
Uniform Commercial Code as in effect in Massachusetts.


 


2.  Guarantee.


 


2.1.  Guarantee of
Credit Obligations.  Each
Guarantor unconditionally guarantees that the Credit Obligations will be
performed and paid in full in cash when due and payable, whether at the stated
or accelerated maturity thereof or otherwise, this guarantee being a guarantee
of payment and not of collectability and being absolute and in no way
conditional or contingent; provided, however, that the maximum
liability of each Guarantor pursuant to its guarantee hereunder shall in no
event exceed the amount which can be guaranteed by such Guarantor under
applicable laws relating to the insolvency of debtors.  In the event any part of the Credit
Obligations shall not have been so paid in full when due and payable, each
Guarantor will, immediately upon notice by the Agent or, without notice,
immediately upon the occurrence of a Bankruptcy Default, pay or cause to be
paid to the Agent for the account of each Lender in accordance with the Lenders
respective Percentage Interests therein the amount of such Credit Obligations
which are then due and payable and unpaid. 
The obligations of each Guarantor hereunder shall not be affected by the
invalidity, unenforceability or irrecoverability of any of the Credit
Obligations as against the Company, any other Obligor, any other guarantor
thereof or any other Person.  For
purposes hereof, the Credit Obligations shall be due and payable when and as
the same shall be due and payable under the terms of the Credit Agreement or
any other


 


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Credit Document notwithstanding
the fact that the collection or enforcement thereof may be stayed or enjoined
under the Bankruptcy Code or other applicable law.


 


2.2.  Continuing Obligation.  Each Guarantor acknowledges that the Lenders
have entered into the Credit Agreement (and, to the extent that the Lenders or
the Agent may enter into any future Credit Document, will have entered into
such agreement) in reliance on this Section 2 being a continuing irrevocable agreement,
and such Guarantor agrees that its guarantee may not be revoked in whole or in
part.  The obligations of the Guarantors
hereunder shall terminate when the commitment of the Lenders to extend credit
under the Credit Agreement shall have terminated and all of the Credit
Obligations have been indefeasibly paid in full in cash and discharged; provided,
however, that:


 


(a)  if a claim is made upon the
Lenders at any time for repayment or recovery of any amounts or any property
received by the Lenders from any source on account of any of the Credit
Obligations and the Lenders are required to repay or return any amounts or
property so received (including interest thereon to the extent required to be
paid by the Lenders); or 


 


(b)  if the Lenders become liable
for any part of such claim by reason of (i) any judgment or order of any court
or administrative authority having competent jurisdiction, or (ii) any
settlement or compromise of any such claim; 


 


then the Guarantors shall
remain liable under this Agreement for the amounts so repaid or property so
returned or the amounts for which the Lenders become liable (such amounts being
deemed part of the Credit Obligations) to the same extent as if such amounts or
property had never been received by the Lenders, notwithstanding any
termination hereof or the cancellation of any instrument or agreement
evidencing any of the Credit Obligations. 
Not later than five Business Days after receipt of notice from the
Agent, the Guarantors shall pay to the Agent an amount equal to the amount of
such repayment or return for which the Lenders have so become liable.  Payments hereunder by a Guarantor may be
required by the Agent on any number of occasions.


 


2.3.  Waivers with Respect to Credit
Obligations.  Except to the
extent expressly required by the Credit Agreement or any other Credit Document,
each Guarantor waives, to the fullest extent permitted by the provisions of
applicable law, all of the following (including all defenses, counterclaims and
other rights of any nature based upon any of the following):


 


(a)  presentment, demand for
payment and protest of nonpayment of any of the Credit Obligations, and notice
of protest, dishonor or nonperformance;


 


(b)  notice of acceptance of
this guarantee and notice that credit has been extended in reliance on such
Guarantor’s guarantee of the Credit Obligations;


 


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(c)  notice of any Default or of
any inability to enforce performance of the obligations of the Company or any
other Person with respect to any Credit Document or notice of any acceleration
of maturity of any Credit Obligations;


 


(d)  demand for performance or
observance of, and any enforcement of any provision of the Credit Agreement,
the Credit Obligations or any other Credit Document or any pursuit or
exhaustion of rights or remedies with respect to any Credit Security or against
the Company or any other Person in respect of the Credit Obligations or any
requirement of diligence or promptness on the part of the Lenders or the Agent
in connection with any of the foregoing;


 


(e)  any act or omission on the
part of the Lenders or the Agent which may impair or prejudice the rights of
such Guarantor, including rights to obtain subrogation, exoneration,
contribution, indemnification or any other reimbursement from the Company or
any other Person, or otherwise operate as a deemed release or discharge;


 


(f)  failure or delay to perfect
or continue the perfection of any security interest in any Credit Security or
any other action which harms or impairs the value of, or any failure to
preserve or protect the value of, any Credit Security;


 


(g)  any statute of limitations
or any statute or rule of law which provides that the obligation of a surety
must be neither larger in amount nor in other respects more burdensome than the
obligation of the principal;


 


(h)  any “single action” or
“antideficiency” law which would otherwise prevent the Lenders from bringing
any action, including any claim for a deficiency, against such Guarantor before
or after the commencement or completion by the Lenders or the Agent of any
foreclosure action, whether judicially, by exercise of power of sale or
otherwise, or any other law which would otherwise require any election of
remedies by the Lenders or the Agent;


 


(i)  all demands and notices of
every kind with respect to the foregoing; and


 


(j)  to the extent not referred
to above, all defenses (other than payment) which the Company may now or
hereafter have to the payment of the Credit Obligations, together with all
suretyship defenses, which could otherwise be asserted by such Guarantor.


 


Each Guarantor represents that
it has obtained the advice of counsel as to the extent to which suretyship and
other defenses may be available to it with respect to its obligations hereunder
in the absence of the waivers contained in this Section 2.3.


 


No delay or
omission on the part of the Lenders or the Agent in exercising any right under
any Credit Document or under any other guarantee of the Credit Obligations or
with respect to the Credit Security shall operate as a waiver or relinquishment
of such right.  No action which the
Company, any other Obligor, the Lenders or the Agent may take or refrain from


 


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taking with respect to the
Credit Obligations shall affect the provisions of this Agreement or the
obligations of each Guarantor hereunder. 
None of the rights of the Lenders or the Agent shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the
Company or any other Obligor, or by any noncompliance by the Company or any
other Obligor with any Credit Document, regardless of any knowledge thereof
which the Lenders or the Agent may have or otherwise be charged with.


 


2.4.  Lenders Power to Waive, etc.  Each Guarantor grants to the Lenders and the
Agent full power in their discretion, without notice to or consent of such
Guarantor, such notice and consent being expressly waived to the fullest extent
permitted by applicable law, and without in any way affecting the liability of
such Guarantor under its guarantee hereunder:


 


(a)  to waive compliance with,
and any Default under, and to consent to any amendment to or modification or
termination of any provision of, or to give any waiver in respect of, the
Credit Agreement, any other Credit Document, the Credit Security, the Credit
Obligations or any guarantee thereof (each as from time to time in effect);


 


(b)  to grant any extensions of
the Credit Obligations (for any duration), and any other indulgence with
respect thereto, and to effect any total or partial release (by operation of
law or otherwise), discharge, compromise or settlement with respect to the
obligations of the Obligors or any other Person in respect of the Credit
Obligations, whether or not rights against such Guarantor under this Agreement
are reserved in connection therewith;


 


(c)  to take security in any
form for the Credit Obligations, and to consent to the addition to or the
substitution, exchange, release or other disposition of, or to deal in any
other manner with, any part of any property contained in the Credit Security
whether or not the property, if any, received upon the exercise of such power
shall be of a character or value the same as or different from the character or
value of any property disposed of, and to obtain, modify or release any present
or future guarantees of the Credit Obligations and to proceed against any of
the Credit Security or such guarantees in any order;


 


(d)  to collect or liquidate or
realize upon any of the Credit Obligations or the Credit Security in any manner
or to refrain from collecting or liquidating or realizing upon any of the
Credit Obligations or the Credit Security; and


 


(e)  to extend credit under the
Credit Agreement, any other Credit Document or otherwise in such amount as the
Lenders may determine, including increasing the amount of credit and the
interest rate and fees with respect thereto, even though the condition of the
Obligors (financial or otherwise, on an individual or Consolidated basis) may
have deteriorated since the date hereof.


 


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2.5.  Information Regarding the Company,
etc.  Each Guarantor expressly
acknowledges that it has made such investigation as it deems desirable of the
risks undertaken by it in entering into this Agreement and is fully satisfied
that it understands all such risks. 
Each Guarantor waives any obligation which may now or hereafter exist on
the part of the Lenders or the Agent to inform it of the risks being undertaken
by entering into this Agreement or of any changes in such risks, and each
Guarantor undertakes to keep itself informed of such risks and any changes
therein.  Each Guarantor expressly
waives any duty which may now or hereafter exist on the part of the Lenders or
the Agent to disclose to such Guarantor any matter related to the business,
operations, character, collateral, credit, condition (financial or otherwise),
income or prospects of the Company and its Affiliates or their properties or
management, whether now or hereafter known by the Lenders or the Agent.  Each Guarantor represents, warrants and
agrees that it assumes sole responsibility for obtaining from the Company all
information concerning the Credit Agreement and all other Credit Documents and
all other information as to the Company and its Affiliates or their properties
or management as such Guarantor deems necessary or desirable.


 


2.6.  Certain Guarantor Representations.  Each Guarantor represents that:


 


(a)  it is in its best interest
and in pursuit of the purposes for which it was organized as an integral part
of the business conducted and proposed to be conducted by the Company and its
Subsidiaries, and reasonably necessary and convenient in connection with the
conduct of the business conducted and proposed to be conducted by them, to
induce the Lenders to enter into the Credit Agreement and to extend credit to
the Company by making the guarantee contemplated by this Section 2;


 


(b)  the credit available under
the Credit Agreement will directly or indirectly inure to its benefit;


 


(c)  by virtue of the foregoing
it is receiving at least reasonably equivalent value from the Lenders for its
guarantee;


 


(d)  it will not be rendered
insolvent as a result of entering into this Agreement;


 


(e)  after giving effect to the
transactions contemplated by this Agreement, it will have assets having a fair
saleable value in excess of the amount required to pay its probable liability
on its existing debts as such debts become absolute and matured;


 


(f)  it has, and will have,
access to adequate capital for the conduct of its business;


 


(g)  it has the ability to pay
its debts from time to time incurred; and


 


(h)  it has been advised by the
Agent that the Lenders are unwilling to enter into the Credit Agreement unless
the guarantee contemplated by this Section 2 is given by it.


 


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2.7.  Subrogation.  Each Guarantor agrees that, until the Credit
Obligations are paid in full, it will not exercise any right of reimbursement,
subrogation, contribution, offset or other claims against the Company or any
other Obligor arising by contract or operation of law in connection with any
payment made or required to be made by such Guarantor under this Agreement.  After the payment in full of the Credit
Obligations, each Guarantor shall be entitled to exercise against the Company
and the other Obligors all such rights of reimbursement, subrogation,
contribution and offset, and all such other claims, to the fullest extent
permitted by law.


 


2.8.  Subordination.


 


2.8.1. 
Indebtedness of Obligors
to Guarantors.  Each Guarantor
covenants and agrees that all Indebtedness, claims and liabilities now or
hereafter owing by the Company or any other Obligor to such Guarantor, whether
arising hereunder or otherwise, are subordinated to the prior payment in full
of the Credit Obligations and are so subordinated as a claim against such
Obligor or any of its assets, whether such claim be in the ordinary course of
business or in the event of voluntary or involuntary liquidation, dissolution,
insolvency or bankruptcy, so that no payment with respect to any such
Indebtedness, claim or liability will be made or received while any Event of
Default exists.  If, notwithstanding the
foregoing, any payment with respect to any such Indebtedness, claim or
liability is received by any Guarantor in contravention of this Agreement, such
payment shall be held in trust for the benefit of the Agent and promptly turned
over to it in the original form received by such Guarantor.


 


2.8.2. 
Guarantee of Doe Run Peru.  The Agent, on behalf of the Lenders, agrees
that the Indebtedness of Doe Run Peru and its Subsidiaries evidenced by their
respective guarantees hereunder are hereby contractually subordinated to the
prior payment in full of all obligations under the BCP Credit Agreement,
including principal, interest, fees (however denominated) and any other amounts
owed under the BCP Credit Agreement, and specifically including all of the
foregoing whether arising or accruing before or after the commencement of any
insolvency proceedings.  No further
documentation or agreement is necessary to effectuate the subordination
contemplated by this Section 2.8.2; provided, however, that
upon the request of BCP (or any successor agent under the BCP Credit
Agreement), the Agent is hereby authorized by the Lenders to take any and all
actions and to execute any necessary documentation, whether on the Closing Date
or any time thereafter, to confirm or effectuate the subordination contemplated
by this Section 2.8.2.  Except as
described in the foregoing provisions of this Section 2.8.2, each of the
Guarantors agrees that the Indebtedness of Doe Run Peru and its Subsidiaries
evidenced by their respective guarantees hereunder will rank senior in right of
payment to all future unsecured Indebtedness of Doe Run Peru and its
Subsidiaries, subject to statutorily preferred exceptions and statutorily
mandated priorities based on the date of issuance with respect to payment of obligations
under applicable Peruvian law.


 


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2.9.  Contribution Among Guarantors.  The Guarantors agree that, as among
themselves in their capacity as guarantors of the Credit Obligations, the
ultimate responsibility for repayment of the Credit Obligations, in the event
that the Company fails to pay when due its Credit Obligations, shall be
equitably apportioned, to the extent consistent with the Credit Documents,
among the respective Guarantors (a) in the proportion that each, in its
capacity as a guarantor, has benefited from the extensions of credit to the
Company by the Lenders under the Credit Agreement, or (b) if such equitable
apportionment cannot reasonably be determined or agreed upon among the affected
Guarantors, in proportion to their respective net worths determined on or about
the date hereof (or such later date as such Guarantor becomes party
hereto).  In the event that any
Guarantor, in its capacity as a guarantor, pays an amount with respect to the
Credit Obligations in excess of its proportionate share as set forth in this
Section 2.10, each other Guarantor shall, to the extent consistent with
the Credit Documents, make a contribution payment to such Guarantor in an
amount such that the aggregate amount paid by each Guarantor reflects its
proportionate share of the Credit Obligations. 
In the event of any default by any Guarantor under this Section 2.9,
each other Guarantor will bear, to the extent consistent with the Credit
Documents, its proportionate share of the defaulting Guarantor’s obligation
under this Section 2.9.  This Section
2.9 is intended to set forth only the rights and obligations of the Guarantors
among themselves and shall not in any way affect the obligations of any
Guarantor to the Lenders under the Credit Documents (which obligations shall at
all times constitute the joint and several obligations of all the Guarantors).


 


3.  Security.


 


3.1.  Credit
Security.  As security for the
payment and performance of the Credit Obligations, each Pledgor mortgages,
pledges and collaterally grants and assigns to the Agent for the benefit of the
Lenders and the holders from time to time of any Credit Obligation, and creates
a security interest in favor of the Agent for the benefit of the Lenders and
such holders in, all of such Pledgor’s right, title and interest in and to (but
none of its obligations or liabilities with respect to) the items and types of
present and future property described in Sections 3.1.1 through 3.1.16
(subject, however, to Section 3.1.17), whether now owned or hereafter acquired,
all of which shall be included in the term “Credit Security”:


 


3.1.1. 
Tangible Personal Property.  All goods, machinery, equipment, inventory
and all other tangible personal property of any nature whatsoever, wherever
located, including raw materials, work in process, finished parts and products,
supplies, spare parts, replacement parts, merchandise for resale, computers,
tapes, disks and computer equipment.


 


3.1.2. 
Rights to Payment of Money.  All rights to receive the payment of money,
including accounts and receivables, health care insurance receivables, rights
to receive the payment of money under contracts, franchises, licenses, permits,
subscriptions or other agreements (whether or not earned by performance), and
rights to receive payments from any other source.  All such rights, other than Financing Debt, are referred to as “Accounts”.


 


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3.1.3. 
Intangibles.  All of the following (to the extent not included in
Section 3.1.2):  (a) contracts,
franchises, licenses, permits, subscriptions and other agreements and all
rights thereunder; (b) rights granted by others which permit such Pledgor to
sell or market items of personal property; (c) United States and foreign common
law and statutory copyrights and rights in literary property and rights and
licenses thereunder; (d) trade names, United States and foreign trademarks,
service marks, internet domain names, registrations of any of the foregoing and
related good will; (e) United States and foreign patents and patent
applications; (f) computer software, designs, models, know-how, trade secrets,
rights in proprietary information, formulas, customer lists, backlog, orders,
subscriptions, royalties, catalogues, sales material, documents, good will,
inventions and processes; (g) judgments, causes in action, commercial tort
claims set forth on exhibit 7.3 to the Credit Agreement or any supplements
thereto provided pursuant to section 6.4.1 or 6.4.2 of the Credit Agreement or
otherwise and other claims, whether or not inchoate; and (h) all other general
intangibles, payment intangibles and intangible property and all rights
thereunder, including such items set forth from time to time on exhibit 7.3 to
the Credit Agreement or any supplements thereto provided pursuant to section
6.4.1 or 6.4.2 of the Credit Agreement or otherwise.


 


3.1.4. 
Pledged Stock.  (a) All shares of capital stock or other evidence of beneficial
interest in any corporation, business trust or limited liability company, (b)
all limited partnership interests in any limited partnership, (c) all general
partnership interests in any general or limited partnership, (d) all joint
venture interests in any joint venture and (e) all options, warrants and
similar rights to acquire such capital stock or such interests.  All such capital stock, interests, options,
warrants and other rights are collectively referred to as the “Pledged Stock”.


 


3.1.5. 
Pledged Rights.  All rights to receive profits or surplus of,
or other Distributions (including income, return of capital and liquidating
distributions) from, any partnership, joint venture or limited liability
company, including any distributions by any such Person to partners, joint
venturers or members.  All such rights
are collectively referred to as the “Pledged Rights”.


 


3.1.6. 
Pledged Indebtedness.  All Financing Debt from time to time owing
to such Pledgor from any Person.  All
such Financing Debt is referred to as the “Pledged Indebtedness”.


 


3.1.7. 
Chattel Paper, Instruments, etc.  All chattel paper (whether tangible or
electronic), non-negotiable instruments, negotiable instruments, documents,
securities and investment property.


 


3.1.8. 
Leases. 
All leases of personal property, whether such Pledgor is the lessor or
the lessee thereunder.


 


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3.1.9. 
Deposit Accounts.  All general or special deposit accounts,
including any demand, time, savings, passbook or similar account maintained by
such Pledgor with any bank, trust company, savings and loan association, credit
union or similar organization, and all money, cash and cash equivalents of such
Pledgor, whether or not deposited in any such deposit account.


 


3.1.10. 
Credit Support.  All collateral granted by third parties to,
or held by, such Pledgor, and all letter of credit rights (whether or not the
letter of credit is evidenced in writing) and other supporting obligations of
such Pledgor.


 


3.1.11. 
Books and Records.  All books and records, including books of
account and ledgers of every kind and nature, all electronically recorded data
(including all computer programs, disks, tapes, electronic data processing
media and software used in connection with maintaining such Pledgor’s books and
records), all files, correspondence and all containers for the foregoing.


 


3.1.12. 
Insurance. 
All insurance policies which insure against any loss or damage to any
other Credit Security or which are otherwise owned by such Pledgor.


 


3.1.13. 
Real Property.  All real property and immovable property and fixtures, leasehold
interests and easements wherever located, together with all estates and
interests of such Pledgor therein, including lands, buildings, stores,
manufacturing facilities and other structures erected on such property, fixed
plant, fixed equipment and all permits, rights, licenses, benefits and other
interests of any kind or nature whatsoever in respect of such real and
immovable property.


 


3.1.14. 
Motor Vehicles and Aircraft.  All motor vehicles and aircraft.


 


3.1.15. 
All Other Property.  All other property, assets and items of
value of every kind and nature, tangible or intangible, absolute or contingent,
legal or equitable.


 


3.1.16. 
Proceeds and Products.  All proceeds, including insurance proceeds,
and products of the items of Credit Security described or referred to in
Sections 3.1.1 through 3.1.15 and, to the extent not included in the foregoing,
all Distributions with respect to the Pledged Securities.


 


3.1.17. 
Excluded Property.  Notwithstanding Sections 3.1.1 through
3.1.16, the payment and performance of the Credit Obligations shall not be
secured by:


 


(a)  any contract, lease,
license, permit or franchise that validly prohibits the creation by such
Pledgor of a security interest in such contract, lease, license, permit or
franchise (or in any rights or property obtained by such Pledgor under such
contract, lease, license, permit or franchise); provided, however,
that the provisions of this Section 3.1.17 shall not prohibit the security
interests created by this Agreement from extending to the proceeds of such
contract, lease, license, permit or franchise (or such rights or


 


10

















 


property) or
to the monetary value of the good will and other general intangibles of the
Pledgors relating thereto;


 


(b)  any rights or property to
the extent that any valid and enforceable law or regulation applicable to such
rights or property prohibits the creation of a security interest therein; provided,
however, that the provisions of this Section 3.1.17 shall not
prohibit the security interests created by this Agreement from extending to the
proceeds of such rights or property or to the monetary value of the good will
and other general intangibles of the Pledgors relating thereto;


 


(c)  any rights or property to
the extent that such rights or property secure 
purchase money financing therefor (including Capitalized Leases)
permitted by the Credit Agreement and the agreements providing such purchase
money financing prohibit the creation of a further security interest therein; provided,
however, that the provisions of this Section 3.1.17 shall not prohibit
the security interests created by this Agreement from extending to the proceeds
of such rights or property or to the monetary value of the good will and other
general intangibles of the Pledgors relating thereto;


 


(d)  more than 65% of the
outstanding voting stock or other voting equity in any Foreign Subsidiary to
the extent that the pledge of voting stock or other voting equity above such
amount would result in (i) a repatriation of a material amount of foreign
earnings under the Code (including the “deemed dividend” provisions of section
956 of the Code) or (ii) a violation by Doe Run Peru or any of its Subsidiaries
of the BCP Credit Agreement as in effect on the date hereof;


 


(e)  any rights or property to
the extent that such rights or property secure, as of the date hereof, the
payment and performance of the Indebtedness of the Company and its Subsidiaries
in respect of the Existing Senior Secured Bonds outstanding on the date hereof
immediately after giving effect to the consummation of the Tender Offer and the
Exchange Offer; provided, however, that the provisions of this
Section 3.1.17 shall not prohibit the security interests created by this
Agreement from extending to such rights or property after all such Existing
Senior Secured Bonds have been (i) purchased, redeemed or defeased by the
Company or any of its Affiliates or (ii) otherwise paid in full and discharged;
or


 


(f)  Margin Stock unless the
applicable requirements of Regulations T, U and X of the Board of Governors of
the Federal Reserve System have been satisfied.


 


In addition:  (A) if any
Pledgor distributes any asset to a third party as a Distribution permitted by
section 6.9 of the Credit Agreement, then such asset shall be released
from the Lien of the Credit Security; and (B) if any Pledgor disposes of
any asset to any third party in a transaction permitted by section 6.10 of the
Credit Agreement, then such asset, but not the proceeds or products thereof,
shall be released from the Lien of the Credit Security.


 


11

















 


3.2.  Certain Covenants with Respect to
Credit Security.  Subject to the
Intercreditor Agreements, each Pledgor covenants that:


 


3.2.1. 
Pledged Stock.


 


(a)  All shares of capital
stock, limited partnership interests, membership interests and similar
securities included in the Pledged Stock shall be at all times duly authorized,
validly issued, fully paid and (in the case of capital stock and limited
partnership interests) nonassessable. 
Each Pledgor will deliver to the Agent certificates representing any
Pledged Stock held by such Pledgor accompanied by a stock transfer power
executed in blank and, if the Agent so requests, with the signature guaranteed,
all in form and manner reasonably satisfactory to the Agent.  Any Pledged Stock that is not evidenced by a
certificate held by such Pledgor will be described in appropriate control
statements and UCC financing statements provided to the Agent, all in form and
substance reasonably satisfactory to the Agent.  Upon the occurrence and during the continuance of an Event of
Default, the Agent may transfer into its name or the name of its nominee any Pledged
Stock.  In the event the Pledged Stock
includes any Margin Stock, such Pledgor will furnish to the Lenders Federal
Reserve Form U-1 and take such other action as the Agent may reasonably request
to ensure compliance with applicable laws. 



 


(b)  To the extent that any
Pledged Stock pledged by any Pledgor consists of capital stock or similar
securities of Doe Run Cayman, such Pledgor shall, forthwith and from time to
time at the request of the Agent, deposit with the Agent:  (i) a transfer in substantially the form of
Exhibit 3.2.1A in respect of such Pledged Stock, which transfer shall be
undated and executed in blank by such Pledgor; (ii) a notice of charge in
substantially form of Exhibit 3.2.1B in respect of such Pledged Stock, which
notice of charge shall be addressed to Doe Run Cayman and executed by such
Pledgor; (iii) a shareholder proxy in substantially the form of Exhibit
3.2.1C in respect of such Pledged Stock, which shareholder proxy shall be
undated, issued in favor of the Agent and executed by such Pledgor; and (iv)
the resignation of the sole director of Doe Run Cayman, which resignation shall
be undated and executed by such director.


 


(c)  To the extent that any
Pledged Stock pledged by any Pledgor consists of participations or similar securities
of Doe Run Peru, such Pledgor and Doe Run Peru shall execute any public or
private document, and take any other action, necessary to create and perfect
the pledge of such Pledged Stock hereunder in accordance with applicable
Peruvian law, including the execution of a pledge agreement and public deed in
substantially the form of Exhibit 3.2.1D and the due registration of such
pledge in the relevant Peruvian public registry promptly after the execution of
such public deed.


 


(d)  Except with the prior
written consent of the Agent, no Pledgor shall (i) sell or transfer, or
otherwise dispose of (or attempt or agree to sell or transfer, or otherwise
dispose of), any Pledged Stock or any interest therein or (ii) permit any
Person (other


 


12

















 


than the
Agent, any of its nominees or any Person acquiring such Pledged Stock pursuant
to this Agreement) to be registered as, or become, the holder of such Pledged
Stock.


 


(e)  Each Pledgor shall promptly
forward to the Agent copies of all material notices, reports, accounts and
other documents relating to any Pledged Stock that such Pledgor may receive
from time to time (including all notices of meetings of shareholders) in its
capacity as a holder of such Pledged Stock.


 


(f)  No Pledgor shall enter
into, or suffer to exist, any agreement or arrangement that prohibits,
restricts or conditions the creation of a Lien over the Pledged Stock in favor
of the Agent.


 


(g)  Forthwith upon request by
the Agent from time to time, each Pledgor shall obtain and/or give all
approvals and/or consents required under applicable law and the Charter and
By-laws of such Pledgor in order to permit the acquisition of any Pledged Stock
by the Agent, any of its nominees or any other Person pursuant to this
Agreement.


 


3.2.2. 
Accounts and Pledged
Indebtedness.  Each Pledgor
will, immediately upon the receipt thereof, deliver to the Agent any promissory
note or similar instrument representing any Account or Pledged Indebtedness,
after having endorsed such promissory note or instrument in blank.


 


3.2.3. 
No Liens or Restrictions on
Transfer or Change of Control. 
All Credit Security shall be free and clear of any Liens and
restrictions on the transfer thereof, including contractual provisions which
prohibit the assignment of rights under contracts, except for Liens permitted
by section 6.7 of the Credit Agreement or by this Section 3.2.3.  Without limiting the generality of the
foregoing, each Pledgor will in good faith attempt to exclude from agreements,
instruments, deeds or leases to which it becomes a party after the date hereof
provisions that would prevent such Pledgor from creating a security interest in
such agreement, instrument, deed or lease or any rights or property acquired
thereunder as contemplated hereby.  None
of the Pledged Stock shall be subject to any option to purchase or similar
rights of any Person.  Except with the
written consent of the Agent, which consent will not be unreasonably withheld,
each Pledgor will in good faith attempt to exclude from any agreement,
instrument, deed or lease provisions that would restrict the change of control
or ownership of the DRAC or any of its Subsidiaries, or the creation of a
security interest in the ownership of DRAC or any of its Subsidiaries.


 


3.2.4. 
Jurisdiction of Organization.  Each Pledgor shall at all times maintain its
jurisdiction of organization as set forth in exhibit 7.1 to the Credit
Agreement as in effect on the date hereof or, so long as such Pledgor shall
have taken all steps reasonably necessary to perfect the Lenders security
interest in the Credit Security with respect to such new jurisdiction, in such
other jurisdiction as such Pledgor may specify by notice


 


13

















 


actually received
by the Agent not less than 10 Business Days prior to such change of
jurisdiction of organization.


 


3.2.5. 
Location of Credit Security.  Each Pledgor shall at all times keep its
records concerning the Accounts at its chief executive office and principal
place of business, which office and place of business shall be as set forth in
exhibit 7.1 to the Credit Agreement (as from time to time supplemented in
accordance with sections 6.4.1 and 6.4.2 of the Credit Agreement) or, so long
as such Pledgor shall have taken all steps reasonably necessary to perfect the
Lenders security interest in the Credit Security with respect to such new
address, at such other address as such Pledgor may specify by notice actually
received by the Agent not less than 10 Business Days prior to such change of
address.  No Pledgor shall at any time
keep tangible personal property of the type referred to in Section 3.1.1 in any
jurisdiction other than the jurisdictions specified in such exhibit 7.1
(as so supplemented) or, so long as such Pledgor shall have taken all steps
reasonably necessary to perfect the Lenders security interest in the Credit
Security with respect to such other jurisdiction, other jurisdictions as such
Pledgor may specify by notice actually received by the Agent not less than 10
days prior to moving such tangible personal property into such other
jurisdiction.


 


3.2.6. 
Trade Names.  No Pledgor will adopt or do business under any name other than
its name or names designated in exhibit 7.1 to the Credit Agreement (as from
time to time supplemented in accordance with sections 6.4.1 and 6.4.2 of the
Credit Agreement) or any other name specified by notice actually received by
the Agent not less than 10 Business Days prior to the conduct of business under
such additional name.


 


3.2.7. 
Insurance.  Each insurance policy included in, or insuring against loss or
damage to, the Credit Security, or insuring against liabilities of the Company
and its Subsidiaries, shall name the Agent as additional insured party or as
loss payee, as the case may be.  No such
insurance policy shall be cancelable or subject to termination or reduction in
amount or scope of coverage until after at least 30 days’ prior written notice
from the insurer to the Agent.  At least
10 days prior to the expiration of any such insurance policy for any reason,
the Pledgors shall furnish the Agent with evidence of a renewal or replacement
policy and payment of the premiums therefor to the extent due, which evidence
shall be reasonably satisfactory to the Required Lenders.  Each Pledgor grants to the Agent full power
and authority as its attorney-in-fact, effective upon notice to such Pledgor
after the occurrence and during the continuance of an Event of Default, to
obtain, cancel, transfer, adjust and settle any such insurance policy and to
endorse any drafts thereon.  Any amounts
that the Agent receives under any such policy (including return of unearned
premiums) when no Event of Default has occurred and is continuing shall be
delivered to the Pledgors for (a) the replacement, restoration and
maintenance of the Credit Security in the case of property insurance,
(b) reimbursing insured liabilities in the case of liability insurance or
(c) other corporate purposes permitted under the Credit Documents.  Any such amounts that the Agent receives
after the occurrence and during the continuance of an Event of Default shall,
at the Agent’s option, be applied to payment


 


14

















 


of the Credit
Obligations or to the replacement, restoration and maintenance of the Credit
Security in the case of property insurance or to the reimbursement of insured
liabilities in the case of liability insurance.  If any Pledgor fails to provide insurance as required by this
Agreement, the Agent may, at its option, purchase such insurance, and such
Pledgor will on demand pay to the Agent the amount of any payments made by the
Lenders or the Agent for such purpose, together with interest on the amounts so
disbursed from five Business Days after the date demanded until payment in full
thereof at the Applicable Rate.


 


3.2.8. 
Intellectual Property.  Exhibit 7.3 to the Credit Agreement (as
supplemented from time to time in accordance with sections 6.4.1 and 6.4.2 of
the Credit Agreement) shall set forth the following items (collectively, the “Intellectual
Property”):


 


(a)  all copyrights owned by the
Pledgors that are registered with the United States Copyright Office (or any
office maintaining registration of copyrights in any foreign jurisdiction) and
all applications for such registration;


 


(b)  all trademarks and service
marks owned by the Pledgors that are registered with the United States Patent
and Trademark Office (or any office maintaining registration of trademarks and
service marks in any state of the United States of America or any foreign
jurisdiction) and all applications for such registration;


 


(c)  all United States and
foreign patents and patent applications owned by the Pledgors; and


 


(d)  all internet domain names
owned by the Pledgors and the registry with which each such domain name is
registered.


 


The Pledgors
shall duly authorize, execute and deliver to the Agent separate memoranda of
security interests provided by the Required Lenders with respect to the
foregoing Intellectual Property for filing in the United States Copyright
Office (or any office maintaining registration of copyrights in any foreign
jurisdiction), the United States Patent and Trademark Office (or any office
maintaining registration of trademarks and service marks in any state of the
United States of America or any foreign jurisdiction) or any other applicable
office.  Upon (i) the registration
of any additional Intellectual Property (or the filing of applications
therefor) in such offices, (ii) the filing by the Pledgors of any
additional patent application or (iii) the issuance of any additional
patent to the Pledgors, the Pledgors shall (at least quarterly, as contemplated
by sections 6.4.1 and 6.4.2 of the Credit Agreement) notify the Agent and duly
authorize, execute and deliver to the Agent separate memoranda of security
interests provided by the Agent and covering such additional Intellectual
Property for filing in such offices.


 


3.2.9. 
Deposit Accounts.  Each Pledgor shall keep all its bank and
deposit accounts only with the financial institutions listed on exhibit 7.3 to
the Credit Agreement


 


15

















 


(as from time
to time supplemented in accordance with sections 6.4.1 and 6.4.2 of the Credit
Agreement).  Upon the request of the
Agent, each Pledgor shall use reasonable efforts to cause such financial
institutions to enter into account control agreements with the Agent in form
and substance reasonably satisfactory to the Required Lenders.


 


3.2.10. 
Commercial Tort Claims.  Exhibit 7.3 to the Credit Agreement (as
supplemented from time to time in accordance with sections 6.4.1 and 6.4.2 of
the Credit Agreement) shall set forth all commercial tort claim held by the
Pledgors and a description, in reasonable detail, of each such commercial tort
claim.


 


3.2.11. 
Modifications to Credit
Security.  Except with the prior
written consent of the Agent, which consent will not be unreasonably withheld,
no Pledgor shall amend or modify, or waive any of its rights under or with
respect to, any material Accounts, general intangibles, Pledged Securities or
leases if the effect of such amendment, modification or waiver would be to
reduce the amount of any such items or to extend the time of payment thereof,
to waive any default by any other party thereto, or to waive or impair any
remedies of the Pledgors or the Lenders under or with respect to any such
Accounts, general intangibles, Pledged Securities or leases, in each case other
than consistent with past practice in the ordinary course of business and on an
arm’s-length basis.  Each Pledgor will
promptly give the Agent written notice of any request by any Person for any
material credit or adjustment with respect to any Account, general intangible,
Pledged Securities or leases.


 


3.2.12. 
Delivery of Documents.  Upon the Agent’s reasonable request, each
Pledgor shall deliver to the Agent, promptly upon such Pledgor’s receipt
thereof, copies of any agreements, instruments, documents or invoices
comprising or relating to the Credit Security. 
Pending such request, such Pledgor shall keep such items at its chief
executive office and principal place of business (as specified pursuant to
Section 3.2.5).


 


3.2.13. 
Perfection of Credit Security.


 


(a)  This Agreement creates and
shall create in favor of the Agent, for the benefit of the Lenders, a legal,
valid and enforceable first priority security interest in the Credit Security
described herein, subject only (in the case of Credit Security other than
Pledged Stock) to Liens permitted by section 6.7 of the Credit Agreement.


 


(b)  The Agent may at any time
and from time to time execute and file UCC financing statements, continuation
statements and amendments thereto that describe the Credit Security and contain
any information required by the UCC or the applicable filing office with
respect to any such UCC financing statement, continuation statement or
amendment thereof.


 


(c)  Upon the Agent’s reasonable
request from time to time, the Pledgors will execute and deliver, and file and
record in the proper filing and recording places, all such


 


16

















 


instruments,
including UCC financing statements, collateral assignments of copyrights,
trademarks and patents, mortgages or deeds of trust, notations on certificates of
title and written confirmation of the grant of a security interest in
commercial tort claims, and will take all such other action, as the Agent deems
reasonably necessary for perfecting or otherwise confirming to the Agent the
Credit Security or to carry out any other purpose of this Agreement or any
other Credit Document.


 


(d)  In furtherance of the
foregoing, the Pledgors shall use reasonable efforts to obtain (i) a written
acknowledgment, in form and substance reasonably satisfactory to the Required Lenders,
from any bailee having possession of any Credit Security that such bailee holds
such Credit Security for the benefit of the Agent and (ii) control of any
investment property, deposit accounts, letter of credit rights or electronic
chattel paper, with any agreements establishing such control to be in form and
substance reasonably satisfactory to the Required Lenders.


 


3.3.  Administration of Credit Security.  Subject to the Intercreditor Agreements, the
Credit Security shall be administered as follows, and if an Event of Default
shall have occurred and be continuing, Section 3.4 shall also apply.


 


3.3.1. 
Use of Credit Security.  Until the Agent provides written notice to
the contrary, each Pledgor may use, commingle and dispose of any part of the
Credit Security in the ordinary course of its business, all subject to section
6.10 of the Credit Agreement.


 


3.3.2. 
Accounts. 
To the extent specified by prior written notice from the Agent after the
occurrence and during the continuance of an Event of Default, all sums
collected or received and all property recovered or possessed by any Pledgor in
connection with any Credit Security shall be received and held by such Pledgor
in trust for and on the Lenders behalf, shall be segregated from the assets and
funds of such Pledgor, and shall be delivered to the Agent for the benefit of
the Lenders.  Without limiting the
foregoing, upon the Agent’s request after the occurrence and during the
continuance of an Event of Default, each Pledgor shall institute depository
collateral accounts, lock-box receipts and similar credit procedures providing
for the direct receipt of payment on Accounts at a separate address, the
segregation of such proceeds for direct payment to the Agent and appropriate
notices to Account debtors.  Upon the
Agent’s request after the occurrence and during the continuance of an Event of
Default, each Pledgor will cause its accounting books and records to be marked
with such legends and segregated in such manner as the Agent may specify.


 


3.3.3. 
Distributions on Pledged
Securities.


 


(a)  Until an Event of Default
shall occur and be continuing, the respective Pledgors shall be entitled, to
the extent permitted by the Credit Documents, to receive and retain all
Distributions on or with respect to the Pledged Securities (other than
Distributions constituting additional Pledged Securities or liquidating
Distributions).  All


 


17

















 


Distributions
constituting additional Pledged Securities or liquidating Distributions will be
retained by the Agent (or if received by any Pledgor shall be held by such
Pledgor in trust and shall be immediately delivered by such Pledgor to the
Agent in the original form received, endorsed in blank) and held by the Agent
as part of the Credit Security.


 


(b)  If an Event of Default
shall have occurred and be continuing, all Distributions on or with respect to
the Pledged Securities shall be retained by the Agent (or if received by any
Pledgor shall be held by such Pledgor in trust and shall be immediately
delivered by such Pledgor to the Agent in the original form received, endorsed
in blank) and held by the Agent as part of the Credit Security or applied by
the Agent to the payment of the Credit Obligations in accordance with Section 3.4.6.


 


3.3.4. 
Voting Pledged Securities.


 


(a)  Until an Event of Default
shall occur and be continuing and the Agent shall have delivered a notice
contemplated by Section 3.3.4(b), the respective Pledgors shall be entitled to
vote or consent with respect to the Pledged Securities in any manner not
inconsistent with the terms of any Credit Document, and the Agent will, if so
requested, execute appropriate revocable proxies therefor.


 


(b)  If an Event of Default
shall have occurred and be continuing, then, if and to the extent that the
Agent shall so notify in writing the Pledgor pledging the Pledged Securities in
question, only the Agent shall be entitled to vote or consent or take any other
action with respect to such Pledged Securities (and such Pledgor will, if so
requested, execute appropriate proxies therefor).


 


3.4.  Right to Realize upon Credit Security.  Except to the extent prohibited by
applicable law that cannot be waived, and subject to the Intercreditor
Agreements, this Section 3.4 shall govern the rights of the Lenders and the
Agent to realize upon the Credit Security if any Event of Default shall have
occurred and be continuing.  Subject to
the Intercreditor Agreements, the provisions of this Section 3.4 are in
addition to any rights and remedies available at law or in equity and in
addition to the provisions of any other Credit Document.  In the case of a conflict between this
Section 3.4 and any other Credit Document other than the Intercreditor Agreements,
this Section 3.4 shall govern.


 


3.4.1. 
Assembly of Credit Security;
Receiver.  Each Pledgor shall,
upon the Agent’s request, assemble the Credit Security and otherwise make it
available to the Agent.  The Agent may
have a receiver appointed for all or any portion of the Pledgors’ assets or business
which constitutes the Credit Security in order to manage, protect, preserve,
sell and otherwise dispose of all or any portion of the Credit Security in
accordance with the terms of the Credit Documents, to continue the operations
of the Pledgors and to collect all revenues and profits therefrom to be applied
to the payment of the Credit Obligations, including the compensation and
expenses of such receiver.


 


18

















 


3.4.2.  General
Authority.  To the extent
specified in written notice from the Agent to any Pledgor, such Pledgor grants
the Agent full and exclusive power and authority, subject to the other terms
hereof and applicable law, to take any of the following actions (for the sole
benefit of the Agent on behalf of the Lenders and the holders from time to time
of any Credit Obligations, but at such Pledgor’s expense):


 


(a)  to ask for, demand, take,
collect, sue for and receive all payments in respect of any Accounts, general
intangibles, Pledged Securities or leases which such Pledgor could otherwise
ask for, demand, take, collect, sue for and receive for its own use;


 


(b)  to extend the time of
payment of any Accounts, general intangibles, Pledged Securities or leases and
to make any allowance or other adjustment with respect thereto;


 


(c)  to settle, compromise,
prosecute or defend any action or proceeding with respect to any Accounts,
general intangibles, Pledged Securities or leases and to enforce all rights and
remedies thereunder which such Pledgor could otherwise enforce;


 


(d)  to enforce the payment of
any Accounts, general intangibles, Pledged Securities or leases, either in the
name of such Pledgor or in its own name, and to endorse the name of such
Pledgor on all checks, drafts, money orders and other instruments tendered to
or received in payment of any Credit Security;


 


(e)  to notify the third party
payor with respect to any Accounts, general intangibles, Pledged Securities or
leases of the existence of the security interest created hereby and to cause
all payments in respect thereof thereafter to be made directly to the Agent; provided,
however, that whether or not the Agent shall have so notified such
payor, such Pledgor will at its expense render all reasonable assistance to the
Agent in collecting such items and in enforcing claims thereon; and


 


(f)  to use, operate, sell,
transfer, assign or otherwise deal in or with any Credit Security or the
proceeds thereof, as fully as such Pledgor otherwise could do.


 


3.4.3. 
Marshaling, etc.  Neither the Lenders nor the Agent shall be
required to make any demand upon, or pursue or exhaust any of their rights or
remedies against, any Pledgor, any other guarantor or pledgor or any other
Person with respect to the payment of the Credit Obligations or to pursue or
exhaust any of their rights or remedies with respect to any collateral therefor
or any direct or indirect guarantee thereof. 
Neither the Lenders nor the Agent shall be required to marshal the
Credit Security or any guarantee of the Credit Obligations or to resort to the
Credit Security or any such guarantee in any particular order, and all of its
and their rights hereunder or under any other Credit Document shall be
cumulative.  To the extent it may lawfully
do so, each Pledgor absolutely and irrevocably waives and relinquishes the
benefit and advantage of, and covenants not to assert against the Lenders or
the Agent, any valuation, stay, appraisement, extension, redemption or similar
laws now or hereafter existing which, but


 


19

















 


for this
provision, might be applicable to the sale of any Credit Security made under
the judgment, order or decree of any court, or privately under the power of
sale conferred by this Agreement, or otherwise.  Without limiting the generality of the foregoing, each Pledgor
(a) agrees that it will not invoke or utilize any law which might prevent,
cause a delay in or otherwise impede the enforcement of the rights of any
Lender or the Agent in the Credit Security, (b) waives its rights under all
such laws, and (c) agrees that it will not invoke or raise as a defense to any
enforcement by any Lender or the Agent of any rights and remedies relating to
the Credit Security or the Credit Obligations any legal or contractual requirement
with which any Lender or the Agent may have in good faith failed to
comply.  In addition, each Pledgor
waives any right to prior notice (except to the extent expressly required by
this Agreement) or judicial hearing in connection with foreclosure on or
disposition of any Credit Security, including any such right which such Pledgor
would otherwise have under the Constitution of the United States of America,
any state or territory thereof or any other jurisdiction.


 


3.4.4. 
Sales of Credit Security.  All or any part of the Credit Security may
be sold for cash or other value in any number of lots at public or private
sale, without demand, advertisement or notice; provided, however,
that unless the Credit Security to be sold threatens to decline speedily in value
or is of a type customarily sold on a recognized market, the Agent shall give
the Pledgor granting the security interest in such Credit Security 10 days’
prior written notice of the time and place of any public sale, or the time
after which a private sale may be made, which notice each of the Pledgors and
the Agent agrees to be reasonable.  At
any sale or sales of Credit Security, any Lender or any of its respective
officers acting on its behalf, or such Lender’s assigns, may bid for and
purchase all or any part of the property and rights so sold, may use all or any
portion of the Credit Obligations owed to such Lender as payment for the
property or rights so purchased, and upon compliance with the terms of such
sale may hold and dispose of such property and rights without further
accountability to the respective Pledgors, except for the proceeds of such sale
or sales pursuant to Section 3.4.6.  The
Pledgors acknowledge that any such sale will be made by the Agent on an “as is”
basis with disclaimers of all warranties, whether express or implied (including
warranties with respect to title, possession, quiet enjoyment and other similar
warranties).  The respective Pledgors
will execute and deliver or cause to be executed and delivered such
instruments, documents, assignments, waivers, certificates and affidavits, will
supply or cause to be supplied such further information and will take such
further action, as the Agent shall reasonably request in connection with any
such sale.


 


3.4.5. 
Sale without Registration.  If, at any time when the Agent shall
determine to exercise its rights hereunder to sell all or part of the
securities included in the Credit Security, the securities in question shall
not be effectively registered under the Securities Act (or other applicable
law), the Agent may, in its sole discretion, sell such securities by private or
other sale not requiring such registration in such manner and in such
circumstances as the Agent may deem necessary or advisable in order that such
sale may be effected in accordance with applicable securities laws without such
registration and


 


20

















 


the related
delays, uncertainty and expense. 
Without limiting the generality of the foregoing, in any event the Agent
may, in its sole discretion, (a) approach and negotiate with a single purchaser
or one or more possible purchasers to effect such sale, (b) restrict such
sale to one or more purchasers each of whom will represent and agree that such
purchaser is purchasing for its own account, for investment and not with a view
to the distribution or sale of such securities and (c) cause to be placed on
certificates representing the securities in question a legend to the effect
that such securities have not been registered under the Securities Act (or
other applicable law) and may not be disposed of in violation of the provisions
thereof.  Each Pledgor agrees that such
manner of disposition is commercially reasonable, that it will upon the Agent’s
request give any such purchaser access to such information regarding the issuer
of the securities in question as the Agent may reasonably request and that the
Lenders and the Agent shall not incur any responsibility for selling all or
part of the securities included in the Credit Security at any private or other
sale not requiring such registration, notwithstanding the possibility that a
substantially higher price might be realized if the sale were deferred until
after registration under the Securities Act (or other applicable law) or until
made in compliance with certain other rules or exemptions from the registration
provisions under the Securities Act (or other applicable law).  Each Pledgor acknowledges that no adequate
remedy at law exists for breach by it of this Section 3.4.5 and that such
breach would not be adequately compensable in damages and therefore agrees that
this Section 3.4.5 may be specifically enforced.


 


3.4.6. 
Application of Proceeds.  Subject to the Intercreditor Agreements, the
proceeds of all sales and collections in respect of any Credit Security or
other assets of any Pledgor, all funds collected from the Pledgors and any cash
contained in the Credit Security, the application of which is not otherwise
specifically provided for herein, shall be applied as follows:


 


(a)  first, to the payment of
the costs and expenses of such sales and collections, the reasonable expenses
of the Agent and the reasonable fees and expenses of its special counsel;


 


(b)  second, any surplus then
remaining to the payment of the Credit Obligations in such order and manner as
the Agent may in its reasonable discretion determine; provided, however,
that any such payment shall be distributed to the Lenders in accordance with
the Credit Agreement and the other Credit Documents; and 


 


(c)  third, any surplus then
remaining shall be paid to the Pledgors, subject, however, to any rights of the
holder of any then existing Lien who has duly presented to the Agent an
authenticated demand for proceeds before the Agent’s distribution of the
proceeds is completed.


 


3.5.  Custody of Credit Security.  Except as provided by applicable law that
cannot be waived, the Agent will have no duty as to the custody and protection
of the Credit Security, the


 


21

















 


collection of any part thereof
or of any income thereon or the preservation or exercise of any rights
pertaining thereto, including rights against prior parties, except for the use
of reasonable care in the custody and physical preservation of any Credit Security
in its possession.  The Lenders will not
be liable or responsible for any loss or damage to any Credit Security, or for
any diminution in the value thereof, by reason of the act or omission of any
agent selected by the Agent acting in good faith.


 


4.  Future Subsidiaries; Further
Assurances.  If, at any time
after the date hereof, any Person becomes a Subsidiary of the Company, then the
Company will, within five Business Days after such Person becomes a Subsidiary
of the Company, cause such Person to join this Agreement as a Guarantor and a
Pledgor, in each case pursuant to a joinder agreement in form and substance
reasonably satisfactory to the Required Lenders; provided, however,
that if such Person becomes a Subsidiary of Doe Run Peru, then such Person will
not be required to join this Agreement as a Pledgor.  Each of the Guarantors and the Pledgors will, promptly upon the
request of the Agent from time to time, execute, acknowledge and deliver, and
file and record, all such instruments, and take all such action, as the Agent
deems reasonably necessary or advisable to carry out the intent and purpose of
this Agreement.


 


5.  Representations and Warranties.  In order to induce the Lenders to extend
credit under the Credit Agreement, each Guarantor represents and warrants that:


 


5.1.  Organization and Business.  Each Guarantor is a duly organized and
validly existing corporation, in good standing under the laws of the
jurisdiction of its organization, with all power and authority, corporate or
otherwise, necessary (a) to enter into and perform this Agreement and each
other Credit Document to which it is a party, (b) to guarantee the Credit
Obligations, (c) to grant to the Agent for the benefit of the Lenders the
security interest in the Credit Security owned by it to secure the Credit
Obligations and (d) to own its properties and carry on the business now
conducted or proposed to be conducted by it. 
Certified copies of the Charter and By-laws of each Guarantor have been
previously delivered to the Agent and are correct and complete.


 


5.2.  Authorization and Enforceability.  Each Guarantor has taken all action,
corporate or otherwise, required to execute, deliver and perform this Agreement
and each other Transaction Document to which it is a party.  Each of this Agreement and each other
Transaction Document to which any Guarantor is party constitutes the legal,
valid and binding obligation of such Guarantor, enforceable against such
Guarantor in accordance with its terms.


 


5.3.  No Legal Obstacle to Agreements.  Neither the execution, delivery and
performance of this Agreement or any other Transaction Document, nor the making
of any borrowing under the Credit Agreement, nor the guaranteeing of the Credit
Obligations, nor the securing of the Credit Obligations with the Credit
Security, nor the consummation of any transaction referred to in or
contemplated by this Agreement or any other Transaction Document, nor the
fulfillment of the terms hereof or thereof or of any other agreement,
instrument, deed or lease referred to in or


 


22

















 


contemplated by this Agreement
or any other Transaction Document, has constituted or resulted, or will
constitute or result, in:


 


(a)  any breach or termination
of the provisions of any agreement, instrument, deed or lease to which any
Guarantor is a party or by which it is bound, or of the Charter or By-laws of
any Guarantor;


 


(b)  the violation of any law,
statute, judgment, decree or governmental order, rule or regulation applicable
to any Guarantor;


 


(c)  the creation under any
agreement, instrument, deed or lease of Lien (other than Liens on the Credit
Security which secure the Credit Obligations and Liens permitted by
section 6.7 of the Credit Agreement) upon any of the assets of any Guarantor;
or


 


(d)  any redemption , retirement
or other repurchase obligation of any Guarantor under any Charter, By-law,
agreement, instrument, deed or lease.


 


Except (A) for filings
necessary to perfect the Agent’s security interest in the Credit Security and
(B) as set forth on exhibit 7.9 to the Credit Agreement with respect to
the transfer by the Company to Doe Run Buick of the Buick Assets as required by
section 6.19 of the Credit Agreement, no approval, authorization or other
action by, or declaration to or filing with, any governmental or administrative
authority or any other Person is required to be obtained or made by any
Guarantor in connection with the execution, delivery and performance of this
Agreement or any other Transaction Document or the transactions contemplated
hereby or thereby, the making of any borrowing under the Credit Agreement, the
guaranteeing of the Credit Obligations or the securing of the Credit
Obligations with the Credit Security.


 


5.4.  Litigation.  Except as set forth on exhibit 7.7 to the
Credit Agreement, no litigation, at law or in equity, or any proceeding before
any court, board or other governmental or administrative agency or any
arbitrator is pending or, to the knowledge of any Guarantor, threatened which
(a) involves any material risk of any final judgment, order or liability
which, after giving effect to any applicable insurance, has resulted, or
creates a material risk of resulting, in any Material Adverse Change or
(b) seeks to enjoin the consummation, or which questions the validity, of
any of the transactions contemplated by this Agreement or any other Transaction
Document.  No judgment, decree or order
of any court, board or other governmental or administrative agency or any
arbitrator has been issued against or binds any Guarantor which has resulted,
or creates a material risk of resulting, in any Material Adverse Change.


 


23

















 


6.  Successors and Assigns.  The provisions of this Agreement shall inure
to the benefit of the Lenders and the Agent and their respective successors and
assigns and shall be binding upon the Guarantors and the Pledgors and their
respective successors and assigns.  No
Guarantor or Pledgor may assign its rights or obligations under this Agreement
without the written consent of the Agent.


 


7.  Notices.  Except as otherwise specified in this
Agreement, any notice required to be given pursuant to this Agreement shall be
given in writing.  Any notice, consent,
approval, demand or other communication in connection with this Agreement shall
be deemed to be given if given in writing (including by telecopy) addressed as
provided below (or to the addressee at such other address as the addressee
shall have specified by notice actually received by the addressor), and if
either (a) actually delivered in fully legible form to such address or
(b) in the case of a letter, unless actual receipt of the notice is
required by this Agreement, five business days shall have elapsed after the
same shall have been deposited in the United States mails, with first-class
postage prepaid and registered or certified.


 


If to any
Guarantor or Pledgor, to it at its address set forth on the signature page to
this Agreement, to the attention of its chief financial officer, with a copy to
The Renco Group, Inc., 30 Rockefeller Center, 42nd Floor, New York,
NY 10112, telecopy number (212) 541-6197, to the attention of its
chief financial officer.


 


If to the
Agent, to it at Regiment Capital Advisors, L.L.C., 70 Federal Street, Boston, MA 02110,
telecopy number (617) 488-1660, to the attention of Timothy Peterson,
with a copy to Ropes & Gray, One International Place,
Boston, MA 02110, telecopy number (617) 951-7050, to the
attention of Collin J. Beecroft, Esq.


 


8.  Course of Dealing; No Implied Waivers;
Waivers and Amendments. 
No course of dealing between any Lender or the Agent, on one hand, and
any Guarantor, any Pledgor or any other Obligor, on the other hand, shall
operate as a waiver of any of the rights of the Lenders or the Agent under this
Agreement or any other Credit Document or with respect to the Credit
Obligations.  In particular, no delay or
omission on the part of any Lender or the Agent in exercising any right under
this Agreement or any other Credit Document or with respect to the Credit
Obligations shall operate as a waiver of such right or any other right
hereunder or thereunder.  A waiver on
any one occasion shall not be construed as a bar to or waiver of any right or
remedy on any future occasion.  No
waiver, consent or amendment with respect to this Agreement shall be binding
unless it is in writing and signed by the Required Lenders or the Agent.


 


9.  General
Provisions.


 


9.1.  Defeasance.  When all Credit Obligations have been paid,
performed and reasonably determined by the Agent to have been indefeasibly
discharged in full, and if at the time no Lender continues to be committed to
extend any credit to the Company under the Credit Agreement or any other Credit
Document, this Agreement shall terminate and, at the Company’s


 


24

















 


written request, accompanied by
such certificates and other items as the Agent shall reasonably deem necessary,
the Credit Security shall revert to the Pledgors and the right, title and
interest of the Lenders and the Agent therein shall terminate.  Thereupon, on the Pledgors’ demand and at
their cost and expense, the Agent shall execute proper instruments,
acknowledging satisfaction of and discharging this Agreement, and shall
redeliver to the Pledgors any Credit Security then in its possession; provided,
however, that Sections 2.2 and 9 shall survive the termination of this
Agreement.


 


9.2.  No Strict Construction.  The parties have participated jointly in the
negotiation and drafting of this Agreement and the other Credit Documents with
counsel sophisticated in financing transactions.  In the event an ambiguity or question of intent or interpretation
arises, this Agreement and the other Credit Documents shall be construed as if
drafted jointly by the parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any
provisions of this Agreement and the other Credit Documents.


 


9.3.  Certain Acknowledgments.  Each of the Guarantors and the Pledgors
acknowledges that:


 


(a)  it has been advised by
counsel in the negotiation, execution and delivery of this Agreement and the
other Credit Documents;


 


(b)  neither any Lender nor the
Agent has any fiduciary relationship with or duty to the Obligors arising out
of or in connection with this Agreement or any other Credit Document, and the
relationship between the Obligors, on one hand, and the Lenders and the Agent,
on the other hand, in connection herewith or therewith is solely that of debtor
and creditor; and


 


(c)  no joint venture is created
hereby or by the other Credit Documents or otherwise exists by virtue of the
transactions contemplated hereby or thereby among the Obligors and the Lenders.


 


9.4.  Venue; Service of Process. Each of the
Guarantors, the Pledgors and the Agent:


 


(a)  irrevocably submits to the
nonexclusive jurisdiction of the state courts of The Commonwealth of
Massachusetts and to the nonexclusive jurisdiction of the United States
District Court for the District of Massachusetts for the purpose of any suit,
action or other proceeding arising out of or based upon this Agreement or any
other Credit Document or the subject matter hereof or thereof;


 


(b)  waives to the extent not
prohibited by applicable law that cannot be waived, and agrees not to assert,
by way of motion, as a defense or otherwise, in any such proceeding brought in
any of the above-named courts, any claim that it is not subject personally to
the jurisdiction of such court, that its property is exempt or immune from
attachment or execution, that such proceeding is brought in an inconvenient
forum, that the venue of any such proceeding is improper, or that this
Agreement or any other Credit


 


25

















 


Document, or
the subject matter hereof or thereof, may not be enforced in or by such court;


 


(c)  consents to service of
process in any such proceeding in any manner at the time permitted by Chapter
223A of the General Laws of The Commonwealth of Massachusetts and agrees that
service of process by registered or certified mail, return receipt requested,
at its address specified in or pursuant to Section 7 is reasonably calculated
to give actual notice; and


 


(d)  waives to the extent not
prohibited by applicable law that cannot be waived any right it may have to
claim or recover in any such proceeding any special, exemplary, punitive or
consequential damages.


 


9.5.  WAIVER
OF JURY TRIAL.  TO THE EXTENT
NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE
GUARANTORS, THE PLEDGORS AND THE AGENT WAIVES, AND COVENANTS THAT IT WILL NOT
ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY
JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND OR ACTION ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE CONDUCT OF
THE PARTIES HERETO, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN
CONTRACT OR TORT OR OTHERWISE.  Each of
the Guarantors and the Pledgors acknowledges that it has been informed by the
Agent that the foregoing sentence constitutes a material inducement upon which
each of the Lenders has relied, is relying and will rely in entering into the
Credit Agreement and any other Credit Document.  Any Guarantor, any Pledgor, any Lender or the Agent may file an
original counterpart or a copy of this Agreement with any court as written
evidence of the consent of the Guarantors, the Pledgors and the Agent to the
waiver of their rights to trial by jury.


 


9.6.  Interpretation; Governing Law; etc.  Time is (and shall be) of the essence in
this Agreement and the other Credit Documents. 
All covenants, agreements, representations and warranties made in this
Agreement or any other Credit Document or in certificates delivered pursuant
hereto or thereto shall be deemed to have been relied on by each Lender,
notwithstanding any investigation made by any Lender or the Agent on its
behalf, and shall survive the execution and delivery to the Lenders hereof and
thereof.  The invalidity or unenforceability
of any provision hereof shall not affect the validity or enforceability of any
other provision hereof, and any invalid or unenforceable provision shall be
modified so as to be enforced to the maximum extent of its validity or
enforceability.  The headings in this
Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. 
This Agreement, the other Credit Documents and the Warrant Documents
constitute the entire understanding of the parties with respect to the subject
matter hereof and thereof and supersede all prior and current understandings
and agreements, whether written or oral, with respect to such subject
matter.  This Agreement is a Credit
Document and may be executed in any number of counterparts, which together
shall constitute one instrument.  This
Agreement, and any issue,


 


26

















 


claim or proceeding arising out
of or relating to this Agreement or any other Credit Document or the conduct of
the parties hereto, whether now existing or hereafter arising and whether in
contract, tort or otherwise, shall be governed by and construed in accordance
with the laws (other than the conflict of laws rules) of The Commonwealth of
Massachusetts. 


 


 


[The remainder of
this page is intentionally blank.]


 


27

















 


[Guarantee and Security Agreement]


 


 


Each of the
undersigned has caused this Agreement to be executed and delivered by its duly
authorized officer as an agreement under seal as of the date first written
above.


 


	
   

  	
  DR
  ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Marvin
  Kaiser

  	
   

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
  DR
  Acquisition Corp.

  
	
   

  	
  c/o The
  Renco Group, Inc.

  
	
   

  	
  30
  Rockefeller Center

  
	
   

  	
  42nd
  Floor

  
	
   

  	
  New York,
  NY  10112

  
	
   

  	
  Telecopy:  (212) 541-6197

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE DOE RUN RESOURCES

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Marvin
  Kaiser

  	
   

  
	
   

  	
   

  	
  Title:  Executive Vice President

  
	
   

  	
   

  
	
   

  	
  The Doe Run
  Resources Corporation

  
	
   

  	
  1801 Park
  270 Drive

  
	
   

  	
  Suite 300

  
	
   

  	
  St. Louis,
  MO  63146

  
	
   

  	
  Telecopy:  (314) 453-7178

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOE RUN
  CAYMAN LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Marvin
  Kaiser

  	
   

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
  Doe Run
  Cayman Ltd.

  
	
   

  	
  c/o The Doe
  Run Resources Corporation

  
	
   

  	
  1801 Park
  270 Drive

  
	
   

  	
  Suite 300

  
	
   

  	
  St. Louis,
  MO  63146

  
	
   

  	
  Telecopy:  (314) 453-7178

  



 

















 


	
   

  	
  DOE RUN PERU
  S.R.L.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Marvin
  Kaiser

  	
   

  
	
   

  	
   

  	
  Title:  Executive Vice President

  
	
   

  	
   

  
	
   

  	
  Doe Run Peru
  S.R.L.

  
	
   

  	
  c/o The Doe
  Run Resources Corporation

  
	
   

  	
  1801 Park
  270 Drive

  
	
   

  	
  Suite 300

  
	
   

  	
  St. Louis,
  MO  63146

  
	
   

  	
  Telecopy:  (314) 453-7178

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOE RUN
  DEVELOPMENT S.A.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Marvin
  Kaiser

  	
   

  
	
   

  	
   

  	
  Title:  Executive Vice President

  
	
   

  	
   

  
	
   

  	
  Doe Run
  Development S.A.C.

  
	
   

  	
  c/o The Doe
  Run Resources Corporation

  
	
   

  	
  1801 Park
  270 Drive

  
	
   

  	
  Suite 300

  
	
   

  	
  St. Louis,
  MO  63146

  
	
   

  	
  Telecopy:  (314) 453-7178

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DR LAND
  HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Marvin
  Kaiser

  	
   

  
	
   

  	
   

  	
  Title:  Manager

  
	
   

  	
   

  
	
   

  	
  DR Land
  Holdings, LLC

  
	
   

  	
  c/o The Doe
  Run Resources Corporation

  
	
   

  	
  1801 Park
  270 Drive

  
	
   

  	
  Suite 300

  
	
   

  	
  St. Louis,
  MO  63146

  
	
   

  	
  Telecopy:  (314) 453-7178

  



 

















 


	
   

  	
  FABRICATED
  PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Marvin
  Kaiser

  	
   

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
  Fabricated
  Products, Inc.

  
	
   

  	
  c/o The Doe
  Run Resources Corporation

  
	
   

  	
  1801 Park
  270 Drive

  
	
   

  	
  Suite 300

  
	
   

  	
  St. Louis,
  MO  63146

  
	
   

  	
  Telecopy:  (314) 453-7178

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BUICK RESOURCE

  RECYCLING FACILITY LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Marvin
  Kaiser

  	
   

  
	
   

  	
   

  	
  Title:  CFO

  
	
   

  	
   

  
	
   

  	
  The Buick
  Resource Recycling Facility LLC

  
	
   

  	
  c/o The Doe
  Run Resources Corporation

  
	
   

  	
  1801 Park
  270 Drive

  
	
   

  	
  Suite 300

  
	
   

  	
  St. Louis,
  MO  63146

  
	
   

  	
  Telecopy:  (314) 453-7178

  



 

















 


	
   

  	
  REGIMENT CAPITAL ADVISORS, L.L.C.,

  as Agent under the Credit Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Timothy
  Peterson

  	
   

  
	
   

  	
  Name:

  	
  Timothy
  Peterson

  
	
   

  	
  Title:

  	
  President

  
					



 

















 


Exhibit 3.2.1A


 


DOE RUN CAYMAN LTD.


 


Share Transfer
Certificate


 


 


We, The Doe
Run Resources Corporation (the “Transferor”), for good and valuable
consideration received by us from


                                        (the “Transferee”), do
hereby:


 


(1)     transfer
to the Transferee thirteen (13) shares of US$1.00 par value (the “Shares”)
standing in our name in the register of members of the Company to hold unto the
Transferee, its executors, administrators and assigns, subject to the several
conditions on which we held the same at the time of execution of this Share
Transfer Certificate; and 


 


(2)     consent
that our name remains on the register of members of the Company until such time
as the Company enters the Transferee’s name in the register of members of the
Company.


 


And we, the Transferee, do
hereby agree to take the Shares subject to the same conditions.


 


Signed by the Transferor on the


       day of                   
                , 20


in the presence of:  


 


 


	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
  Transferor

  



 


 


Signed by the Transferee on the


       day of                                    , 20


in the presence of:


 


 


	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
  Transferee

  



 

















 


Exhibit 3.2.1B


 


 


NOTICE
OF PLEDGE


 


October   
  , 2002


 


	
  To:

  	
  The
  Directors, Doe Run Cayman Ltd.

  
	
   

  	
  PO Box
  309GT, Ugland House

  
	
   

  	
  South Church
  Street, George Town

  
	
   

  	
  Grand
  Cayman, Cayman Islands

  



 


Dear Sirs:


 


Re: 
Guarantee and Security Agreement


 


We hereby notify you that
pursuant to a Guarantee and Security Agreement dated the 29th day of October,
2002 (the “Charge”) among The Doe Run Resources Corporation, its
subsidiaries from time to time party thereto and Regiment Capital Advisors,
L.L.C., as agent (the “Agent”), the Pledgor (as defined in the
Charge) has granted a first priority security interest over the thirteen (13)
shares standing in its name in Doe Run Cayman Ltd. and represented by
certificate number 5 in the register of members of Doe Run Cayman Ltd. and, at
any time after the Agent notifies you that an Event of Default (as defined in
the Charge) has occurred and is continuing, you are hereby instructed to take
such steps to register the Agent or its nominee as the registered holder of the
shares pursuant to the Charge. 


 


Yours faithfully,  


 


 


 


for and on behalf of


The Doe Run Resources
Corporation


 

















 


Exhibit 3.2.1C


 


IRREVOCABLE PROXY


 


DOE RUN CAYMAN LTD.


 


The undersigned, The Doe Run
Resources Corporation, being the registered legal owner of thirteen (13) issued
shares of US$1.00 par value (the “Shares”) in the share capital of Doe Run
Cayman Ltd. (the “Company”), a company incorporated in the
Cayman Islands, hereby makes, constitutes and appoints Regiment Capital
Advisors, L.L.C. (the “Attorney”), as the true and lawful attorney
and proxy of the undersigned with full power to appoint a nominee or nominees
to act hereunder from time to time and to vote the Shares represented by the
Share Certificate(s) of the Company at all general meetings of shareholders of
the Company with the same force and effect as the undersigned might or could do
and to requisition and convene a meeting or meetings of the shareholders of the
Company for the purpose of appointing or confirming the appointment of new
directors of the Company and/or such other matters as may in the opinion of the
Attorney be necessary or desirable for the purpose of implementing and/or
enforcing the rights of the Attorney pursuant to the Charge referred to below
and the undersigned hereby ratifies and confirms all that the said attorney or its
nominee or nominees shall do or cause to be done by virtue hereof.


 


The Shares have been charged to
the Attorney pursuant to a Guarantee and Security Agreement dated October 29,
2002 among The Doe Run Resources Corporation, its subsidiaries from time to time
party thereto and the Attorney (the “Charge”).


 


This power and proxy is coupled
with an interest and is irrevocable and shall remain irrevocable, provided that
unless and until the occurrence of an Event of Default as defined in the Credit
Agreement (as defined in the Charge) the Attorney may not exercise any powers
granted under this power and proxy.  


 


This power and proxy shall
terminate with no further effect upon the release of the Charge pursuant to the
terms thereof.


 


IN WITNESS whereof this instrument
has been duly executed as a Deed this


 


	
  SIGNED,
  SEALED and

  	
  )

  
	
  DELIVERED by

  	
  )

  
	
                                              
  as attorney in fact for

  	
  )

  
	
  The Doe Run Resources Corporation

  	
  )

  
	
  In the
  presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Witness

  	
   

  
				



 

















 


Exhibit 3.2.1D


 


 


PERUVIAN PLEDGE AGREEMENT