Exhibit 4.5.3


 


Execution Copy


 


THE DOE RUN RESOURCES CORPORATION


 


and


 


STATE STREET BANK AND TRUST COMPANY,


 


as


 


Warrant Agent


 












 


WARRANT AGREEMENT


 


Dated as of October 29, 2002


 

















 


WARRANT AGREEMENT


 


TABLE OF CONTENTS(1)


 


	
  SECTION 1. 
  Appointment of Warrant Agent

  
	
  SECTION 2. 
  Warrant Certificates; Warrant Shares

  
	
  SECTION 3. 
  Execution of Warrant Certificates and Warrant Share Certificates

  
	
  SECTION 4. 
  Registration and Countersignature; Representations

  
	
  SECTION 5. 
  Registration of Transfers and Exchanges

  
	
  SECTION 6. 
  Issuance of Warrants; Terms of Warrants: Exercise of Warrants.

  
	
   

  	
  Section
  6.1.  Method of Exercise; Payment,
  Issuance of New Warrant; Transfer and Exchange

  
	
   

  	
  Section
  6.2.  Stock Fully Paid; Reservation of
  Shares

  
	
   

  	
  Section
  6.3.  Adjustment of Exercise Price

  
	
   

  	
  Section
  6.4.  Adjustments for Consolidation,
  Merger, Sale of Assets, Reorganization, etc

  
	
   

  	
  Section
  6.5.  Notice of Adjustments

  
	
   

  	
  Section
  6.6.  Put Options to Purchase Warrants

  
	
   

  	
  Section
  6.7.  Call Options to Purchase
  Warrants

  
	
   

  	
  Section
  6.8.  Required Purchase on Expiration

  
	
   

  	
  Section
  6.9.  Subsequent Sale

  
	
   

  	
  Section
  6.10.  No Rights or Liabilities as
  Stockholder

  
	
   

  	
  Section
  6.11.  Covenants of the Company

  
	
   

  	
  Section
  6.12.  Warrant Value

  
	
   

  	
  Section
  6.13.  Definitions

  
	
  SECTION 7. 
  Payment of Taxes

  
	
  SECTION 8. 
  Mutilated or Missing Warrant Certificates and Warrant Share
  Certificates

  
	
  SECTION 9. 
  Fractional Interests

  
	
  SECTION 10.  Merger, Consolidation or Change of Name of Warrant Agent

  
	
  SECTION 11.  Warrant Agent

  
	
  SECTION 12.  Change of Warrant Agent

  
	
  SECTION 13.  Notices to Company and Warrant Agent

  
	
  SECTION 14.  Supplements and Amendments

  
	
  SECTION 15.  Successors

  
	
  SECTION 16.  Termination

  
	
  SECTION 17.  Governing Law; Submission to Jurisdiction: Waiver of Jury Trial

  
	
  SECTION 18.  Benefits of This Agreement

  
	
  SECTION 19.  Counterparts

  



 












(1)                           This Table of Contents does
not constitute a part of this Agreement or have any bearing upon the
interpretation of any of its terms or provisions.


 


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WARRANT
AGREEMENT (this “Agreement”) dated as of October 29, 2002 between The
Doe Run Resources Corporation, a New York corporation (the “Company”),  and
State Street Bank and Trust Company, a Massachusetts trust company, as Warrant
Agent (the “Warrant Agent”).


 


WHEREAS, the Company proposes to issue Series A Warrants, as
hereinafter described (the “Series A Warrants”),  which in the aggregate
initially entitle the holders of the Series A Warrants to purchase, at an
Initial Exercise Price of $5,997 per share, 644.7813 shares of  Common Stock, par value $0.10 per share,  of
the Company (representing 38.67% of the Common Stock outstanding on a diluted
basis, determined in accordance with GAAP, but after giving effect to the
exercise of such Warrants) on the date such Warrants are issued (the Common
Stock issuable on exercise of any Warrant being referred to herein as the “Warrant
Shares”),  in
connection with the Indenture (as amended, supplemented and otherwise modified
from time to time, the “Indenture”) dated as of the date hereof among
the Company, the guarantors named therein, and State Street Bank and Trust
Company, as Trustee (the “Trustee”).


 


WHEREAS, each
holder of 113⁄4 Notes due 2008 issued under the Indenture shall receive its
proportionate share of Series A Warrants to purchase 664.7813 Warrant Shares.


 


WHEREAS, the
Company may in the future issue one or more additional series of Warrants (the
“Additional Warrants” and together with the Series A Warrants, the “Warrants”)
to holders of the Series A Warrants in accordance with the terms of this
Agreement.


 


WHEREAS, upon exercise of any Warrants, the Warrantholder shall own
Warrant Shares, which shall continue to be subject to the terms of this
Agreement.


 


WHEREAS, the
Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing so to act, in connection with the issuance, transfer,
exchange and exercise of Warrants, the issue, transfer and exchange of the
Warrant Shares and other matters as provided herein.


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
set forth, the parties hereto agree as follows:


 


SECTION 1.  Appointment of Warrant Agent.  The Company hereby appoints the Warrant
Agent to act as agent for the Company in accordance with the instructions set
forth hereinafter in this Agreement, and the Warrant Agent hereby accepts such
appointment.


 


SECTION 2.  Warrant Certificates; Warrant Shares.  The certificates evidencing the Warrants
(the “Warrant Certificates”)  to be delivered
pursuant to this Agreement shall be in registered form only and shall be
substantially in the forms set forth in Exhibit A (with respect to the Series A
Warrants) or Exhibit B (with respect to any Additional Warrants) attached
hereto.  The certificates evidencing the
Warrant Shares to be delivered upon exercise of a Warrant (the “Warrant
Share Certificates”) shall be substantially in the form of the specimen
certificate attached hereto as Exhibit C.


 


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SECTION 3.  Execution of Warrant Certificates and
Warrant Share Certificates.  Warrant
Certificates shall be signed on behalf of the Company by its President or a
Vice President and by its Secretary or an Assistant Secretary. Each such
signature upon the Warrant Certificates may be in the form of a facsimile
signature of the present or any future President, Vice President, Secretary or
Assistant Secretary and may be imprinted or otherwise reproduced on the Warrant
Certificates and for that purpose the Company may adopt and use the facsimile
signature of any person who shall have been President, Vice President,
Secretary or Assistant Secretary, notwithstanding the fact that at the time the
Warrant Certificates shall be countersigned and delivered or disposed of he or
she shall have ceased to hold such office.


 


In case any
officer of the Company who shall have signed any of the Warrant Certificates
shall cease to be such officer before the Warrant Certificates so signed shall
have been countersigned by the Warrant Agent, or disposed of by the Company,
such Warrant Certificates nevertheless may be countersigned and delivered or
disposed of as though such person had not ceased to be such officer of the
Company; and any Warrant Certificate may be signed on behalf of the Company by
any person who, at the actual date of the execution of such Warrant
Certificate, shall be a proper officer of the Company to sign such Warrant
Certificate, although at the date of the execution of this Warrant Agreement
any such person was not such officer.


 


Warrant
Certificates shall be dated the date of countersignature by the Warrant Agent.


 


The Warrant
Share Certificates shall be executed in accordance with the by-laws of the
Company.


 


SECTION 4.  Registration and Countersignature;
Representations.  Warrant
Certificates shall be manually countersigned by the Warrant Agent and shall not
be valid for any purpose unless so countersigned. The Warrant Agent shall, upon
written instructions of the President, a Vice President, the Treasurer or the
Chief Financial Officer of the Company, initially countersign, issue and
deliver such number of Warrants as are set forth in such written instructions,
and the Warrant Agent shall be fully protected in conclusively relying on such
written instructions.  Such written
instructions shall not instruct the Warrant Agent to countersign Series A
Warrants entitling the holders thereof to purchase more than the number of
Warrant Shares referred to above in the first recital hereof or Additional
Warrants entitling the holders thereof to purchase more than the number of
Warrant Shares determined in accordance with Section 6.3.2 for such series of
Additional Warrants.  The Warrant Agent
shall also countersign and deliver Warrants as otherwise provided in this
Agreement.


 


The Company
and the Warrant Agent may deem and treat the registered holder(s) of the
Warrant Certificates and the Warrant Shares as the absolute owner(s) thereof
(notwithstanding any notation of ownership or other writing thereon made by
anyone), for all purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary.


 


In order to
induce the Company to enter into this Agreement and to sell the Warrants
hereunder, by accepting a Warrant on the date hereof, each Warrantholder
(severally, and not jointly or jointly and severally) represents and warrants
to the Company as follows:


 


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(a)  Accredited Investor, etc.  Such Warrantholder (a) has such knowledge
and experience in financial and business matters so as to be capable of
evaluating the merits and risks of an investment in the Warrants and
(b) is able to incur a complete loss of its investment in the Warrants and
to bear the economic risk of such investment for an indefinite period of
time.  Such Warrantholder is an “accredited
investor” as that term is defined in Regulation D under the Act.  Such Warrantholder acknowledges that it has
had an opportunity to examine the financial and business affairs of the Company
and an opportunity to ask questions of, and receive answers from, the
management of the Company.


 


(b)  Restrictions on Transfer.  Such Purchaser has been advised that neither
the Warrants nor the Warrant Shares have been registered under the Act or any
state securities laws and, therefore, cannot be resold unless they are
registered under the Act and applicable state securities laws or unless an
exemption from such registration requirements is available.  Such Warrantholder is aware that the Company
is under no obligation to effect any such registration with respect to the
Warrants or the Warrant Shares or to file for, or comply with, any exemption
from registration.  Such Warrantholder
is purchasing the Warrants to be acquired by such Warrantholder for its own
account and not with a view to, or for resale in connection with, the
distribution thereof in violation of the Act.


 


SECTION 5.  Registration of Transfers and Exchanges.  The Warrant Agent shall from time to time,
subject to the limitations set forth in this Section 5 hereof, register
the transfer of any outstanding Warrant Certificates or Warrant Share
Certificates upon the records to be maintained by it for that purpose, upon
surrender thereof duly endorsed or accompanied (if so required by it) by a
written instrument or instruments of transfer in form satisfactory to the
Warrant Agent, duly executed by the registered holder or holders thereof or by
the duly appointed legal representative thereof or by a duly authorized
attorney. Upon any such registration of transfer, a new Warrant Certificate or
Warrant Share Certificate shall be issued to the transferee(s) and the
surrendered Warrant Certificate or Warrant Share Certificate (as applicable)
shall be cancelled by the Warrant Agent. 
Cancelled Warrant Certificates and Warrant Share Certificates shall
thereafter be disposed of by the Warrant Agent in its customary manner.


 


The Warrant
Agent will not have any duty or obligation to monitor a Warrantholder’s
compliance with this section, and the Warrant Agent shall be fully protected
and shall incur no liability for any transfer effected by it in violation of
this section.  The Warrantholders agree
that prior to any proposed transfer of the Warrants or of the Warrant Shares,
if such transfer is not made pursuant to an effective Registration Statement
under the Securities Act of 1933, as amended (the “Act”),  the
Warrantholder will deliver to the Company:


 


(1)  an opinion of counsel that the Warrant or
Warrant Shares may be transferred without registration under the Act


 


(2)  an investment covenant reasonably
satisfactory to the Company signed by the proposed transferee;


 


(3)  an agreement by such transferee to the
impression of the restrictive investment legend set forth below on the Warrant
or the Warrant Shares; and


 


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(4)  an agreement by such transferee to be bound
by the provisions of this Agreement.


 


The
Warrantholders agree that each certificate representing Warrants or Warrant
Shares will bear legends in substantially the following form:


 


“The
securities evidenced or constituted hereby have been acquired for investment
and have not been registered under the Securities Act of 1933, as amended. Such
securities may not be sold, transferred, pledged or hypothecated unless the
registration provisions of said Act have been complied with or unless the
Company has received an opinion of counsel that such registration is not
required.”


 


“The
securities represented by this certificate are subject to a call option upon
the satisfaction of certain conditions described in Section 6.7 of the Warrant
Agreement dated as of October 29, 2002 (as amended, supplemented and otherwise
modified from time to time), between The Doe Run Resources Corporation and
State Street Bank and Trust Company, as Warrant Agent (the “Warrant
Agreement”).”


 


“The
securities represented by this certificate are subject to and entitled to the
benefit of a put option upon the satisfaction of certain conditions described
in, and subject to certain restrictions contained in, Section 6.6 of the
Warrant Agreement.”


 


Subject to the
terms of this Agreement, Warrant Certificates may be exchanged at the option of
the holder(s) thereof, when surrendered to the Warrant Agent at its office
designated for such purpose, which is currently located at the address listed
in Section 13 hereof, for another Warrant Certificate or other Warrant
Certificates of like tenor and representing in the aggregate a like number of
Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a
written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied
(if so required by the Warrant Agent) by a written instrument or instruments of
transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or
Certificates to be so exchanged. 
Warrant Certificates surrendered for exchange shall be cancelled by the
Warrant Agent.  Such cancelled Warrant
Certificates shall then be disposed of by such Warrant Agent in its customary
manner.


 


Each Warrant
and the Warrant Shares (or Other Securities) issuable upon the exercise thereof
are subject in all respects to the provisions of the Investor Rights Agreement,
which shall be executed on the date hereof by the Warrant Agent on behalf of
the Warrantholders.  Each Warrant Share
Certificate (or Other Securities) issued upon the exercise of a Warrant and each
certificate issued upon any direct or indirect transfer of any Warrant Shares
(or Other Securities) issuable upon exercise of any Warrant shall be stamped or
otherwise imprinted with legends in the form required under Section 4.1 of the
Investor Rights Agreement.


 


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The Warrant
Agent is hereby authorized to countersign, in accordance with the provisions of
this Section 5  and of Section 4 hereof, the new
Warrant Certificates required pursuant to the provisions of this Section 5.


 


SECTION 6.  Issuance of Warrants; Terms of Warrants:
Exercise of Warrants.


 


Section 6.1.  Method of Exercise; Payment, Issuance of
New Warrant; Transfer and Exchange.


 


Section 6.1.1Method
of Exercise.


 


Section 6.1.1.1.  Exercise.  Each Warrant may be exercised by the holder
thereof during normal business hours on any business day on or after November
1, 2008 and on or prior to the Expiration Date, by surrender of such Warrant to
the Company at the office of the Warrant Agent designated for such purpose,
accompanied by an election to purchase substantially in the form attached to
such Warrant duly executed by such holder and accompanied by (a) wire
transfer of immediately available funds or (b) certified or official bank
check payable to the order of the Company, in each case in the amount obtained
by multiplying (i) the number of Warrant Shares (without giving effect to any
adjustment thereof pursuant to the provisions hereof) for which such Warrant is
then being exercised, as designated in such subscription, by (ii) the Exercise
Price and such holder shall thereupon be entitled to receive the number of duly
authorized, validly issued, fully paid and nonassessable Warrant Shares (or
Other Securities) determined as provided in Section 6.3 and 6.4; provided that
no Warrant may be exercised except upon a vote of the Majority Warrantholders
that all Warrants shall be exercised or converted; and provided further that in
the event that the Majority Warrantholders vote in favor of exercise, all
Warrantholders shall be required to exercise or convert all of their Warrants.


 


Section 6.1.1.2.  Conversion.  Subject to Section 6.1.1.1, each Warrant may
be converted by the holder hereof into Warrant Shares (or Other Securities)
during normal business hours on any business day on or after November 1, 2008
and on or prior to the Expiration Date, by surrender of such Warrant to the
Company at its principal office, accompanied by an election to purchase
substantially in the form attached to such Warrant duly executed by such
holder, and such holder shall thereupon be entitled to receive a number of duly
authorized, validly issued, fully paid and nonassessable Warrant Shares (or
Other Securities) equal to:


 


(a)  the excess of


 


(i) (x) the number of Warrant Shares (or Other Securities) determined
as provided in Sections 6.3 and 6.4 hereof which such


 


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holder would
be entitled to receive upon exercise of such Warrant for the number of Warrant
Shares designated in such conversion notice (without giving effect to any
adjustment thereof pursuant to the provisions hereof) for which such Warrant
may be exercised, as designated in such conversion notice, multiplied by (y) the fair
market value of each such Warrant Share (or such Other Securities) so
receivable upon such exercise


over


 


(ii) (x) the number of Warrant Shares (without giving effect to any
adjustment thereof pursuant to the provisions hereof) for which such Warrant
may be exercised, as designated in such conversion notice, multiplied by (y) the
Exercise Price


 


divided by


 


(b)  such fair market value of each such Warrant
Share (or Other Securities).


 


Notwithstanding anything to the contrary herein, (i) no Warrant may be
converted except upon a vote of the Majority Warrantholders that all Warrants
shall be exercised or converted and (ii) in the event that the Majority
Warrantholders vote in favor of exercise and conversion, all Warrantholders
shall be required to exercise or convert all of their Warrants.


 


For purposes of this Section 6.1.1.2, the
fair market value of a Warrant Share in connection with a conversion shall
equal the Company Value (calculated pursuant to Section 6.12 as of the date of
conversion) divided by (y) the number of shares of Common Stock
outstanding on a fully diluted basis. 
For all purposes of this Warrant Agreement (other than this Section
6.1.1), any reference herein to the exercise of a Warrant shall be deemed to
include a reference to the conversion of such Warrant into Warrant Shares (or
Other Securities) in accordance with the terms of this Section 6.1.1.


 


Section 6.1.2.  When Exercise
Effective.  Each exercise of a
Warrant shall be deemed to have been effected immediately prior to the close of
business on the business day on which such Warrant shall have been surrendered
to the Company at the office of the Warrant Agent and payment made as provided
in Section 6.1.1 hereof, and at such time the Person or Persons in whose name
or names any certificate or certificates for Warrant Shares (or Other
Securities) shall be issuable upon such exercise as provided in Section 6.1.3
hereof shall be deemed to have become the holder or holders of record thereof.


 


Section 6.1.3.  Delivery of
Stock Certificates, etc.  As soon as
practicable after each exercise of a Warrant, in whole or in part, the Company
at its expense (including the payment by it of any applicable issue taxes) will
cause to be issued in the name of and delivered to the holder thereof or as
such holder (upon


 


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payment by
such holder of any applicable transfer taxes and subject to Section 5 above)
may direct:


 


(a)  a certificate or
certificates for the number of duly authorized, validly issued, fully paid and
nonassessable Warrant Shares (or Other Securities) to which such holder shall
be entitled upon such exercise; and


 


(b)  in case such exercise is in
part only, a new Warrant or Warrants of like tenor, dated as of the issue date
of the Warrant then exercised and calling in the aggregate on the face or faces
thereof for the number of Warrant Shares equal (without giving effect to any
adjustment thereof pursuant to the terms hereof) to the number of such shares
called for on the face of such Warrant minus the number of such shares designated
by the holder upon such exercise as provided in Section 6.1.1 hereof.


 


Section 6.1.4.  Company to
Reaffirm Obligations.  The Company
will, at the time of or at any time after each exercise of a Warrant, upon the
request of the holder hereof, acknowledge in writing its continuing obligation
to afford to such holder all rights to which such holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant
Agreement and the Warrants; provided that if any such holder shall fail to make
any such request, the failure shall not affect the continuing obligation of the
Company to afford such rights to such holder.


 


Section 6.2.  Stock Fully Paid; Reservation of Shares.  The Company represents, warrants, covenants
and agrees that all Warrant Shares which may be issued upon the exercise of the
rights represented by the Warrants will, upon issuance, be duly authorized,
validly issued, fully paid and non-assessable. 
The Company further covenants and agrees that during the period within
which the rights represented by the Warrants may be exercised, the Company will
at all times have authorized and reserved solely for the purpose of the
issuance upon exercise of the Warrants a sufficient number of shares of Common
Stock to provide for the exercise of the rights represented by the Warrants.


 


If any shares of Common Stock required to be reserved for issuance upon
exercise of the Warrants require registration or qualification with any
governmental authority under any federal or state law before such shares may be
so issued, the Company will in good faith and as expeditiously as reasonably
possible use reasonable efforts to cause such shares to be duly registered or
qualified.


 


The Company will (a) not increase the par value of any shares of Common
Stock receivable upon the exercise of any Warrant above the amount payable
therefor upon such exercise immediately prior to such increase in par value,
(b) take all such action as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and non-assessable Warrant
Shares upon the exercise of each Warrant, and (c) use all commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be 


 


7

















 


necessary to
enable the Company to perform its obligations under this Agreement and each
Warrant.


 


Section 6.3.  Adjustment of Exercise Price.


 


Section 6.3.1.  General;
Number of Shares; Exercise Price. 
The number of Warrant Shares which the holder of a Warrant shall be
entitled to receive upon each exercise thereof shall be determined by
multiplying the number of shares of Common Stock which would otherwise (but for
the provisions of this Section 6.3) be issuable upon such exercise, as
designated by the holder hereof pursuant to Section 6.1.1 hereof, by a
fraction of which (a) the numerator is the Initial Exercise Price of such
Warrant and (b) the denominator is the Exercise Price of such Warrant in
effect on the date of such exercise. 
The “Exercise Price” of a series of Warrants shall initially be the
Initial Exercise Price of such series, shall be adjusted and readjusted from
time to time as provided in this Section 6.3 and, as so adjusted or
readjusted, shall remain in effect until a further adjustment or readjustment
thereof is required by this Section 6.3.


 


Section 6.3.2.  Issuance of
Additional Warrants due to Issuance of Additional Common Shares.  In case the Company at any time or from time
to time after the date hereof shall issue or sell Additional Common Shares
(including Additional Common Shares deemed to be issued pursuant to Section
6.3.4 hereof but excluding issuances to which Section 6.3.3 or 6.3.5 apply),
then, and in each such case, the Company shall issue to each holder of a Series
A Warrant an Additional Warrant in the form of Exhibit B attached hereto
granting such Warrantholder the right to purchase a number of shares of Common
Stock equal to (a) such Warrantholder’s Applicable Percentage (with respect to
the Series A Warrants) times (b) 38.67% times (c) the maximum
number of Additional Common Shares issued. 
The exercise price per share of such Additional Warrants shall equal the
lesser of (x) the fair market value per Additional Common Share issued and (y)
the consideration per share for the issue of such Additional Common Shares
determined in accordance with Section 6.3.6.


 


Section 6.3.3.  Dividends and
Distributions.  In case the Company
at any time or from time to time after the date hereof shall declare, order,
pay or make a dividend or other distribution (including without limitation any
distribution of cash, other or additional stock or other securities or property
or Options, by way of dividend or spin-off, reclassification, recapitalization
or similar corporate rearrangement or otherwise but excluding Distributions
permitted under Section 6.9 of the Credit Agreement as in effect on the date
hereof (whether or not such provisions are then in effect under such
agreement)) on the shares of Common Stock, then, and in each such case, the
holder of a Warrant shall be entitled to elect by written notice to the Company
at the office of the Warrant Agent to receive either:


 


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(a) immediately and without further payment, such dividend or other
distribution to which such holder would have been entitled if such holder had
exercised such Warrant immediately prior to the record date fixed for the
determination of holders of shares of Common Stock entitled to receive such
dividend or distribution, or


 


(b) upon the exercise of such Warrant at any time on or after such
record date, the number of Warrant Shares to be received upon exercise of such
Warrant determined as provided herein and, in addition and without further
payment, such dividend or other distribution to which such holder would have
been entitled by way of such dividend or other distribution and subsequent
dividends and other distributions through the date of exercise as if such
holder (x) had exercised such Warrant immediately prior to such record date and
(y) had retained such dividend or other distribution in respect of the shares
of Common Stock and all subsequent dividends and other distributions of any nature
whatsoever in respect of any stock or securities paid as dividends and other
distributions and originating directly or indirectly from such shares of Common
Stock.


 


Section 6.3.4.  Treatment of
Options and Convertible Securities. 
In case the Company at any time or from time to time after the date
hereof shall issue, sell, grant or assume, or shall fix a record date for the
determination of holders of any class of securities entitled to receive, any
Options or Convertible Securities, then, and in each such case, the maximum
number of Additional Common Shares (as set forth in the instrument relating
thereto, without regard to any provisions contained therein for a subsequent
adjustment of such number the purpose of which is to protect against dilution) at
any time issuable upon the exercise of such Options or, in the case of
Convertible Securities and Options therefor, the conversion or exchange of such
Convertible Securities, shall be deemed to be Additional Common Shares issued
as of the time of such issue, sale, grant or assumption or, in case such a
record date shall have been fixed, as of the close of business on such record
date; provided, however, that:


 


(a) no adjustment of the Exercise Price of outstanding Warrants and no
grant of additional Warrants shall be made upon the exercise of any Options or
the conversion or exchange of Convertible Securities and the consequent issue
or sale of Convertible Securities or shares of Common Stock;


 


(b) if Options or Convertible Securities by their terms provide, with
the passage of time or otherwise, for any increase in the consideration payable
to the Company, or decrease in the number of Additional Common Shares issuable,
upon the exercise, conversion or exchange thereof (by change of rate or
otherwise), the Exercise Prices of all series of Warrants and the number of
shares issuable on exercise of any series of Warrants issued by reason of the
issue, sale, grant or assumption of such Options or Convertible Securities
computed upon the original issue, sale, grant or 


 


9

















 


assumption
thereof (or upon the occurrence of the record date with respect thereto), and
any subsequent adjustments based thereon, shall, upon any such increase or
decrease becoming effective, be recomputed to reflect such increase or decrease
insofar as it affects such Options, or the rights of conversion or exchange
under such Convertible Securities, which are outstanding at such time; and


 


(c) upon the expiration (or purchase by the Company and cancellation or
retirement) of any Options which shall not have been exercised, or the
expiration of any rights of conversion or exchange under any Convertible
Securities which (or purchase by the Company and cancellation or retirement of
any Convertible Securities the rights of conversion or exchange under which)
shall not have been exercised, the Exercise Prices of all series of Warrants
and the number of shares issuable on exercise of any series of Warrants issued
by reason of the issue, sale, grant or assumption of such Options or
Convertible Securities computed upon the original issue, sale, grant or
assumption thereof (or upon the occurrence of the record date with respect
thereto), and any subsequent adjustments based thereon, shall, upon (and effective
as of) such expiration (or such cancellation or retirement, as the case may
be), be recomputed as if:


 


(i) in the case of Options or Convertible Securities, the only
Additional Common Shares issued or sold were the Additional Common Shares, if
any, actually issued or sold upon the exercise of such Options or the
conversion or exchange of such Convertible Securities and the consideration
received therefor was the consideration actually received by the Company for
the issue, sale, grant or assumption of all such Options, whether or not
exercised, plus the consideration actually received by the Company upon such
exercise, or for the issue or sale of all such Convertible Securities which
were actually converted or exchanged, plus the additional consideration, if
any, actually received by the Company upon such conversion or exchange, and


 


(ii) in the case of Options for Convertible Securities, only the
Convertible Securities, if any, actually issued or sold upon the exercise of
such Options were issued at the time of the issue, sale, grant or assumption of
such Options, and the consideration received by the Company for the Additional
Common Shares deemed to have then been issued was the consideration actually
received by the Company for the issue, sale, grant or assumption of all such
Options, whether or not exercised, plus the consideration deemed to have been
received by the Company (pursuant to Section 6.3.6 hereof) upon the issue or
sale of such Convertible Securities with respect to which such Options were actually
exercised.


 


10

















 


If the
consideration provided for in any Option or the additional consideration, if
any, payable upon the conversion or exchange of any Convertible Security shall
be reduced, or the rate at which any Option is exercisable or any Convertible
Security is convertible into or exchangeable for shares of Common Stock shall
be increased, at any time under or by reason of provisions with respect thereto
designed to protect against dilution, then, effective concurrently with each
such change, the Exercise Prices of all series of Warrants and the number of
shares issuable on exercise of any series of Warrants issued by reason of the
issue, sale, grant or assumption of such Options or Convertible Securities then
in effect shall first be adjusted to eliminate the effects (if any) of the
issuance (or deemed issuance) of such Option or Convertible Security on the
Exercise Price and then readjusted as if such Option or Convertible Security
had been issued on the date of such change with the terms in effect after such
change.


 


Section 6.3.5.  Treatment of
Stock Dividends, Stock Splits, etc. 
In case the Company at any time or from time to time after the date
hereof shall declare or pay any dividend on the shares of Common Stock payable
in shares of Common Stock or other securities, or shall effect a subdivision of
the outstanding shares of Common Stock into a greater number of shares of
Common Stock (by reclassification or otherwise than by payment of a dividend in
shares of Common Stock), then, and in each such case, Additional Common Shares
shall be deemed to have been issued (a) in the case of any such dividend,
immediately after the close of business on the record date for the
determination of holders of any class of securities entitled to receive such
dividend, or (b) in the case of any such subdivision, at the close of business
on the day immediately prior to the day upon which such corporate action
becomes effective.


 


Section 6.3.6.  Computation
of Consideration.  For the purposes
of this Section 6.3:


 


(a) the consideration for the issue or sale of any Additional Common
Shares shall, irrespective of the accounting treatment of such consideration,
be computed at the fair value thereof at the time of such issue or sale, as
determined in good faith by the Board, without including any discount for
illiquidity or lack of a control position and after deduction for any expenses
paid or incurred by the Company or any commissions or compensations paid or
concessions or discounts allowed to underwriters, dealers or others performing
similar services in connection with such issue or sale; and, in case Additional
Common Shares are issued or sold together with other stock or securities or
other assets of the Company for a consideration which covers both, shall be the
portion of such consideration so received, computed as provided in this Section
6.3.6(a), allocable to such Additional Common Shares, all as determined in good
faith by the Board; provided, that the Majority Warrantholders shall
have the right to request that an independent arbitrator selected by the
Company and acceptable to the Majority


 


11

















 


Warrantholders
evaluate the determination of the Board, the costs of which valuation shall be
payable by the Company; and provided further, that if Additional Common
Shares are issued (i) to an Affiliate of the Company or (ii) in connection with
any acquisition by the Company of stock or assets of a third party or parties,
the fair value of such Additional Common Shares at the time of such issue or
sale shall be the value set forth in an opinion of independent accountants or
investment bankers selected by the Company and reasonably acceptable to the
Majority Warrantholders;


 


(b) Additional Common Shares deemed to have been issued pursuant to
Section 6.3.4 hereof shall be deemed to have been issued for a consideration
per share determined by dividing:


 


(i) the total amount of consideration, if any, received and receivable by
the Company as direct consideration for the issue, sale, grant or assumption of
the Options or Convertible Securities in question, plus the minimum aggregate
amount of additional consideration (as set forth in the instruments relating
thereto, without regard to any provision contained therein for a subsequent
adjustment of such consideration the purpose of which is to protect against
dilution) payable to the Company upon the exercise in full of such Options or
the conversion or exchange of such Convertible Securities or, in the case of
Options for Convertible Securities, the exercise of such Options for
Convertible Securities and the conversion or exchange of such Convertible
Securities, in each case computing such consideration as provided in the foregoing
clause (a), by


 


(ii) the maximum number of shares of Common Stock (as set forth in the
instruments relating thereto, without regard to any provision contained therein
for a subsequent adjustment of such number the purpose of which is to protect
against dilution) issuable upon the exercise of such Options or the conversion
or exchange of such Convertible Securities; and


 


(c) Additional Common Shares deemed to have been issued pursuant to
Section 6.3.5 hereof shall be deemed to have been issued for no consideration


 


Section 6.3.7.  Adjustments
for Combinations, etc.  In case the
outstanding shares of Common Stock shall be combined or consolidated, by
reclassification or otherwise, into a lesser number of shares of Common Stock,
the Exercise Price in effect immediately prior to such combination or
consolidation shall, concurrently with the effectiveness of such combination or
consolidation, be proportionately increased.


 


12

















 


Section 6.3.8.  Shares Deemed
Outstanding.  Unless otherwise
specifically provided herein, for all purposes of the computations to be made
pursuant to this Section 6.3, there shall be deemed to be outstanding all
shares of Common Stock issuable pursuant to the exercise of Options and conversion
of Convertible Securities outstanding at the time as of which such computation
is made; and no adjustment shall be made in the Exercise Price upon the
issuance of shares of Common Stock pursuant to Options and Convertible
Securities so deemed to be outstanding, but this Section 6.3.8 shall not
prevent other adjustments in the Exercise Price of any series of Warrants or
the number of Warrant Shares issuable on exercise of any series of Warrants
issued by reason of the issue, sale, grant or assumption of such Options or
Convertible Securities arising by virtue of such outstanding Options or
Convertible Securities pursuant to the provisions of Sections 6.3.2, 6.3.3 and
6.3.4 hereof.


 


Section 6.3.9.  Warrant
Agent’s Disclaimer. The Warrant Agent shall have no duties or
responsibilities under this Section 6.3, including, but not limited to,
determining when an adjustment under this Section 6.3 should be made, how such
adjustment should be made or what the adjustment should be. The Warrant Agent
makes no representation as to the validity or value of any securities or assets
issued upon exercise of Warrants. The Warrant Agent shall not be responsible
for the Company’s failure to comply with this Section 6.3.


 


Section 6.4.  Adjustments for Consolidation, Merger, Sale
of Assets, Reorganization, etc.  In
case at any time after the date hereof (including during a Deferral Period) (a)
the Company shall consolidate with or merge into any other Person and shall not
be the continuing or surviving corporation of such consolidation or merger, or
(b) the Company shall permit any other Person to consolidate with or merge into
the Company and the Company shall be the continuing or surviving Person but, in
connection with such consolidation or merger, the Common Stock or Other Securities
shall be changed into or exchanged for stock or other securities of any other
Person or cash or any other property, or (c) the Company shall transfer all or
substantially all of its properties or assets to any other Person or
(d) the Company shall effect a capital reorganization or reclassification
of the Common Stock or Other Securities or (e) any Person not affiliated with
Renco shall become the holder of more than 25% of the capital stock of the
Company as a result of any other transaction or series of transactions (other
than the exercise of the Warrants), then, and in the case of each such
transaction, each series of Warrants shall be settled such that each holder of
a Warrant of such series receives such holder’s Applicable Percentage (with respect
to such series) times


 


(a) the greater of


 


(i) the aggregate amounts (other than interest) received by the holders
of such series of Warrants in respect of the Aggregate Put Price prior to such
transaction;


 


or


 


13

















 


(ii) the total of (X) the consideration that the holders of such series
of Warrants would have received in connection with such transaction if such
holders had exercised such Warrants immediately prior to the closing of such
transaction minus (Y) the Aggregate Initial Exercise Price of all of the
unexercised Warrants in such series;


 


minus


 


(b) the aggregate amounts (other than interest) received by the holders
of such series of Warrants in respect of the Aggregate Put Price prior to such
transaction.


 


Section 6.5.  Notice of Adjustments.  Whenever the Exercise Price of any series of
outstanding Warrants is adjusted or Additional Warrants are issued pursuant to
Section 6.3 hereof, the Company will promptly deliver to the Warrant Agent and
to each registered Warrantholder at the address provided to the Warrant Agent a
certificate setting forth, in reasonable detail, the event that triggered the
adjustment or issuance, the amount of the adjustment or issuance, the method by
which such adjustment or issuance was calculated (including a description of
the basis on which the Board made any determination hereunder), and the
Exercise Prices of each series after giving effect to such adjustment or
issuance.  Unless and until the Warrant
Agent receives such a certificate, it may assume without inquiry that the
Exercise Price of any series of outstanding Warrants has not been adjusted and
no Additional Warrants have been issued.


 


Section 6.6.  Put Options to Purchase Warrants


 


Section 6.6.1.  Put Options.  At any time on or after October 29, 2005 and
on or prior to the Expiration Date, the Warrantholders shall have the right,
upon the election by the Majority Warrantholders, to sell, and the Company
shall be required to purchase, for the Put Price (as determined herein) all
(and not less than all) of the outstanding Warrant Shares or Warrants (the “Put
Option”), by delivering to the Company written notice of the exercise of
such Put Option (the “Put Notice”). 
The Company may permit Renco to honor the Company’s obligations under
the Put Option; provided that the Company shall not be relieved of any of its
obligations hereunder.  All
Warrantholders shall be required to put their Warrants or Warrant Shares to the
Company upon the election by the Majority Warrantholders to exercise the Put
Option.


 


Section 6.6.2.  Put Price.  The aggregate purchase price for the
purchase and sale of the Warrant Shares or Warrants pursuant to Section 6.6.1
(the “Put Price”) shall be equal to the Warrant Value as of the
Valuation Date.


 


If the
Warrants have been exercised, the Warrant Shares in the aggregate shall be
entitled to an amount equal to the Put Price. 
If the Warrants have not been exercised, each series of Warrants shall
in the aggregate be entitled to an amount equal to the Put Price multiplied by
a fraction, the numerator of which is equal to (x) the number of Warrants in
such series multiplied by (y) the difference between the Per Share
Company Value as of


 


14

















 


the Valuation
Date and the Initial Exercise Price of such series of Warrants (such amount,
the “Series Put Value”) and the denominator of which is equal to the sum
of the Series Put Values of all of the series of Warrants.  The portion of the Put Price allocated to
the Warrant Shares and each series of Warrants, as applicable, shall be
allocated to each Warrantholder in proportion to such Warrantholder’s
Applicable Percentage with respect to such series or the Warrant Shares.


 


Section 6.6.3.  Closing.  The closing of the purchase and sale of the
Warrants and the Warrant Shares pursuant to the exercise of the Put Option
pursuant to this Section 6.6 shall take place at the principal office of
the Warrant Agent on a business day (the “Put Closing Date”) selected by
the Company; provided  that (a) such Put Closing Date shall be
within 180 days of the delivery of the Put Notice and (b) the Company shall
provide the Warrant Agent and the Warrantholders with 10 business days’ notice
of the Put Closing Date, which notice shall set forth the Put Price, the
applicable Valuation Date, the Warrant Value as of such Valuation Date and such
other information as the Warrant Agent may require to perform its closing
duties hereunder; and provided further that if the Warrant Agent receives
a Dispute Notice (as defined in Section 6.12), the Put Closing Date shall be
the date five business days after the receipt by the Warrant Agent of a
Resolution Notice (as defined in Section 6.12).  At the closing of the purchase and sale of the Warrants and the
Warrant Shares pursuant to this Section 6.6, the Warrantholders shall deliver
the Warrants and the Warrant Shares to the Warrant Agent free and clear of any
lien or encumbrance, and the Company (or, at the Company’s option, Renco) shall
pay to the Warrant Agent by wire transfer of immediately available federal
funds the Put Price, and the Warrant Agent shall distribute such funds to the
Warrantholders in accordance with their respective interests in the Aggregate
Put Price.  The delivery of a Warrant or
a Warrant Share to the Warrant Agent by any Person selling such Warrant or
Warrant Share pursuant to this Section 6.6 shall be deemed a
representation and warranty by such Person that:  (i) such Person has full right, title and interest in and to such
security; (ii) such Person has all necessary power and authority and has taken
all necessary action to sell such security as contemplated; and (iii) such
security is free and clear of any and all liens or encumbrances.


 


Section 6.6.4.  Condition
Precedent to Company’s Obligation. 
Notwithstanding anything to the contrary in this Section 6.6, if, after
giving effect to the payment of the Aggregate Put Price, (a) the Company would
not satisfy the Minimum Liquidity Condition despite the Company’s reasonable best
efforts to satisfy such Minimum Liquidity Condition and (b) Renco does not pay
the Aggregate Put Price in full, the settlement of the Put Option shall be
deferred until the Company satisfies the Minimum Liquidity Condition; provided,
however, that:


 


(a)  If, at any time before or
after the commencement of the Deferral Period, the Company (i) has sufficient
cash to pay a portion of the Aggregate Put Price and (ii) would satisfy the
Minimum Liquidity 


 


15

















 


Condition
after paying such portion of the Aggregate Put Price, the Company shall be
required to pay such available portion of the Aggregate Put Price to the
Warrant Agent for distribution to the Warrantholders in accordance with their
respective interests in the unpaid portion of the Aggregate Put Price;


 


(b) At any time after the commencement of the Deferral Period, the
Company shall not be permitted to make any tax distributions to Renco permitted
by Section 6.9.6 of the Credit Agreement (a “Tax Distribution”) unless
at the same time the Company pays the lesser of (i) an amount equal to such Tax
Distribution or (ii) the unpaid portion of the Aggregate Put Price to the
Warrant Agent for distribution to the Warrantholders in accordance with their
respective interests in the unpaid portion of the Aggregate Put Price;


 


(c) Interest shall accrue on the unpaid portion of the Aggregate Put
Price at a rate equal to 12.5% per annum, with such interest being due and
payable ratably to the Warrantholders in accordance with their respective
interests in the unpaid portion of the Aggregate Put Price;


 


(d)  At any time prior to (i)
the first anniversary of the commencement of the Deferral Period and (ii)
payment of 50% or more of the Aggregate Put Price to the Warrantholders, the
Majority Warrantholders may, by delivery of written notice to the Warrant Agent
on behalf of the Company, rescind the exercise of the Put Option, which
rescission shall become effective on the date thirty days after delivery of
such notice (the “Rescission Date”); provided  that such
rescission shall not become effective if the Company or Renco pays the
remaining Aggregate Put Price and all accrued interest thereon to the Warrant
Agent for distribution to the Warrantholders in accordance with their
respective interests therein in full before the Rescission Date; and


 


(e)  At any time on or after the
third anniversary of the exercise of the Put Option and prior to the end of the
Deferral Period, the Majority Warrantholders shall have the power to direct the
holders of Common Stock of the Company to elect a Special Director (as defined
in the Investor Rights Agreement) who shall have the powers described in the
Investor Rights Agreement and who (together with any successor elected at the
direction of the Majority Warrantholders) shall serve until the end of the
Deferral Period.  No Person or Persons
will have the right to remove a Special Director from office prior to the end
of the Deferral Period without the consent of the Majority Warrantholders.  The Majority Warrantholders shall have the
right to direct the holders of Common Stock of the Company to appoint a
successor to fill a vacancy in the position of Special Director.


 


16

















 


Section 6.6.5.  Right to
Retain Payments.  If (a) the Put
Option is rescinded pursuant to Section 6.6.4(c) above and (b) the Company or
Renco has paid a portion of the Aggregate Put Price to the Warrantholders, the
Warrantholders shall be entitled to retain such payment; provided  that:


 


(a) upon the settlement of any subsequent exercise of the Put Option,
each holder of a Warrant Share or a Warrant of a series shall be entitled to
receive such holder’s Applicable Percentage (with respect to Warrant Shares or
Warrants of such series, as applicable) of (i) the greater of (X) the aggregate
amounts (other than interest) received by the holders of Warrant Shares or
Warrants of such series, as applicable, in respect of the Aggregate Put Price
prior to such rescission or (Y) the portion of the Aggregate Put Price due to
holders of Warrant Shares or Warrants of such series, as applicable, as
determined at the subsequent exercise of the Put Option (based on the Aggregate
Put Price applicable to such subsequent exercise) minus (ii) the aggregate
amounts (other than interest) received by the holders of Warrant Shares or
Warrants of such series, as applicable, in respect of the Aggregate Put Price
prior to such rescission;


 


(b) upon the settlement of any subsequent exercise of the Call Option, each
holder of a Warrant Share or a Warrant of a series, as applicable, shall be
entitled to receive such holder’s Applicable Percentage (with respect to
Warrant Shares or Warrants of such series, as applicable) of (i) the greater of
(X) the aggregate amounts (other than interest) received by the holders of
Warrant Shares or Warrants of such series, as applicable, in respect of the
Aggregate Put Price prior to such rescission or (Y) the portion of the
Aggregate Call Price due to holders of Warrant Shares or Warrants of such
series, as applicable, as determined at the subsequent exercise of the Call
Option (as defined below) (based on the Aggregate Call Price (as defined below)
applicable to such subsequent exercise) minus (ii) the aggregate amounts (other
than interest) received by the holders of Warrant Shares or Warrants of such
series, as applicable, in respect of the Aggregate Put Price prior to such
rescission; and


 


(c) upon the settlement of any subsequent occurrence of the Expiration
Purchase (as defined below), each holder of a Warrant Share or a Warrant of a
series, as applicable, shall be entitled to receive such holder’s Applicable
Percentage (with respect to Warrant Shares or Warrants of such series, as
applicable) of (i) the greater of (X) the aggregate amounts (other than
interest) received by the holders of Warrant Shares or Warrants of such series,
as applicable, in respect of the Aggregate Put Price prior to such rescission
or (Y) the portion of the Expiration Purchase Price (as defined below) due to
holders of Warrant Shares or Warrants of such series, as applicable, as
determined at the subsequent occurrence of the Expiration Purchase (based on
the 


 


17

















 


Expiration
Purchase Price applicable to such subsequent exercise) minus (ii) the aggregate
amounts (other than interest) received by the holders of Warrant Shares or
Warrants of such series, as applicable, in respect of the Aggregate Put Price
prior to such rescission.


 


Section 6.6.6.  Minimum Liquidity
Condition.  For the purposes of this
Section 6.6, the Minimum Liquidity Condition shall be satisfied at a given time
if (a) prior to the satisfaction of all outstanding obligations under the
Credit Agreement, the consolidated cash, cash equivalents and unused
availability under the Congress Credit Agreement (and any permitted
replacements or refinancings thereof) of the Company and its United States
subsidiaries on a consolidated basis are in the aggregate greater than
$20,000,000 (including availability under the Renco Credit Support Agreement)
after giving effect to the payment of the Aggregate Put Price, or (b)
subsequent to the satisfaction of all outstanding obligations under the Credit
Agreement (i) the consolidated cash, cash equivalents and unused availability
under the Congress Credit Agreement (and any permitted replacements or
refinancings thereof) of the Company and its United States subsidiaries on a
consolidated basis are in the aggregate greater than $10,000,000 (including
availability under the Renco Credit Support Agreement) after giving effect to
the payment of the Aggregate Put Price, or (ii) the Company receives, from an
investment bank reasonably acceptable to the Majority Warrantholders, an
opinion in form and substance satisfactory to the Majority Warrantholders, that
the Company is solvent and will be solvent after giving effect to the payment
of the Aggregate Put Price.


 


Section 6.7.  Call Options to Purchase Warrants.


 


Section 6.7.1.  Call Option.  At any time on or after the date on which
the Company has satisfied all obligations under the Credit Agreement and on or
prior to the Expiration Date, the Company and Renco shall each have the right
to purchase, and the Warrantholders shall be required to sell, for the Call
Price (as determined herein) all of the Warrant Shares and Warrants (the “Call
Option”), by delivering to the Warrant Agent and the Warrantholders written
notice of the exercise of such Call Option (the “Call Notice”); provided,
that the Company shall be required to call all Warrant Shares and
Warrants held by all of the Warrantholders at the time it exercises the Call
Option; provided  further  that at any time on or before
October 29, 2006, the Company shall be required to redeem the 113⁄4 Notes due
2008 pursuant to Article III of the Indenture at the time of the closing of any
purchase and sale pursuant to the Call Option.


 


Section 6.7.2.  Call Price.  The aggregate purchase price for the
purchase and sale of the Warrants pursuant to Section 6.7.2 (the “Call Price”)
shall be equal to the greater of (i) the Warrant Value as of the Valuation Date
or (ii) $10,000,000.


 


If the
Warrants have been exercised, the Warrant Shares shall in the aggregate be
entitled to an amount equal to the Call Price. 
If the Warrants have not been exercised, each series


 


18

















 


of Warrants
shall in the aggregate be entitled to an amount equal to the Call Price
multiplied by a fraction, the numerator of which is equal to (x) the number of
Warrants in such series multiplied by (y) the difference between the Per
Share Company Value as of the Valuation Date and the Initial Exercise Price of
such series of Warrants (such amount, the “Series Call Value”) and the
denominator of which is equal to the sum of the Series Call Values of all of
the series of Warrants.  The portion of
the Call Price allocated to the Warrant Shares and each series of Warrants, as
applicable, shall be allocated to each Warrantholder in proportion to such
Warrantholder’s Applicable Percentage with respect to such series or the
Warrant Shares.


 


Section 6.7.3.  Closing.  The closing of any purchase and sale of the
Warrants and the Warrant Shares pursuant to the exercise of the Call Option
pursuant to this Section 6.7 shall take place at the principal office of
the Warrant Agent on a business day (the “Call Closing Date”) selected
by the Company or Renco, as applicable; provided  that (a) the
Call Closing Date shall be within 45 days of the delivery of the Call Notice
and (b) the Company shall provide the Warrant Agent and the Warrantholders with
10 business days’ notice of the Call Closing Date, which notice shall set forth
the Call Price, the applicable Valuation Date, the Warrant Value as of such
Valuation Date, the Aggregate Initial Exercise Price, the Series Call Values
and such other information as the Warrant Agent may require to perform its
closing duties hereunder; and provided further that if the Warrant Agent
receives a Dispute Notice, the Call Closing Date shall be the date five business
days after the receipt by the Warrant Agent of a Resolution Notice.  At the closing of any purchase and sale of
the Warrants and the Warrant Shares pursuant to this Section 6.7, the
Warrantholders shall deliver the Warrants and the Warrant Shares to the Warrant
Agent free and clear of any lien or encumbrance, and the Company or Renco, as
applicable, shall pay to the Warrant Agent by wire transfer of immediately
available federal funds the Call Price, and the Warrant Agent shall distribute
such funds to the Warrantholders in accordance with their respective interests
in the Aggregate Call Price.  The
delivery of a Warrant or Warrant Share to the Warrant Agent by any Person
selling such Warrant or Warrant Share pursuant to this Section 6.7 shall
be deemed a representation and warranty by such Person that:  (i) such Person has full right, title and
interest in and to such security; (ii) such Person has all necessary power and
authority and has taken all necessary action to sell such security as
contemplated; and (iii) such security is free and clear of any and all liens or
encumbrances.


 


19

















 


Section 6.8.  Required Purchase on Expiration.


 


Section 6.8.1.  Expiration
Purchase Price.  On the Expiration
Date, if at such time neither the Put Option nor the Call Option has been
previously satisfied in full, the Company shall purchase, and the
Warrantholders shall be required to sell, for the Expiration Purchase Price (as
determined herein) all of the Warrants and Warrant Shares (the “Expiration
Purchase”).  The Company may permit
Renco to honor the Company’s obligations in connection with the Expiration
Purchase; provided  that the Company shall not be relieved of any
of its obligations hereunder.


 


Section 6.8.2.  Expiration
Exercise Price.  The aggregate
purchase price for the purchase and sale of the Warrants and Warrant Shares
pursuant to Section 6.8.1 (the “Expiration Purchase Price”) shall be the
Warrant Value.


 


If the
Warrants have been exercised, the Warrant Shares in the aggregate shall be
entitled to an amount equal to the Expiration Purchase Price.  If the Warrants have not been exercised,
each series of Warrants shall in the aggregate be entitled to an amount equal
to the Expiration Purchase Price multiplied by a fraction, the numerator of
which is equal to (x) the number of Warrants in such series multiplied by
(y) the difference between the Per Share Company Value as of the Valuation Date
and the Initial Exercise Price of such series of Warrants (such amount, the “Series
Expiration Value”) and the denominator of which is equal to the Series
Expiration Values of all of the series of Warrants.  The portion of the Expiration Purchase Price allocated to the
Warrant Shares and each series of Warrants, as applicable, shall be allocated
to each Warrantholder in proportion to such Warrantholder’s Applicable
Percentage with respect to such series or the Warrant Shares.


 


Section 6.8.3.  Closing.  The closing of any purchase and sale of the
Warrants pursuant to the Expiration Purchase pursuant to this Section 6.8
shall take place at the principal office of the Warrant Agent on the Expiration
Date (or such other date mutually satisfactory to the Company and the Majority
Warrantholders) (such date, the “Expiration Purchase Closing Date”); provided
that the Company shall provide the Warrant Agent and the Warrantholders
with 10 business days’ notice of the Expiration Purchase Closing Date, which
notice shall set forth the Expiration Purchase Price, the applicable Valuation
Date, the Warrant Value as of such Valuation Date, the Aggregate Initial
Exercise Price, and such other information as the Warrant Agent may require to
perform its closing duties hereunder; and provided further that if the
Warrant Agent receives a Dispute Notice, the Expiration Purchase Closing Date
shall be the date five business days after the receipt by the Warrant Agent of
a Resolution Notice.  At the closing of
any purchase and sale of the Warrants and Warrant Shares pursuant to this
Section 6.8, the Warrantholders shall deliver the Warrants and Warrant Shares
to the Warrant Agent free and clear of any lien or encumbrance, and the Company
or Renco, as applicable, shall pay to the Warrant Agent by wire transfer of
immediately available federal funds the Expiration Exercise Price, and the
Warrant Agent shall distribute such funds to the Warrantholders in accordance
with their respective interests in the Expiration Exercise Price.  The 


 


20

















 


delivery of a
Warrant or Warrant Share to the Warrant Agent by any Person selling such
Warrant or Warrant Share pursuant to this Section 6.8 shall be deemed a
representation and warranty by such Person that:  (i) such Person has full right, title and interest in and to such
security; (ii) such Person has all necessary power and authority and has taken
all necessary action to sell such security as contemplated; and (iii) such
security is free and clear of any and all liens or encumbrances.


 


Section 6.9.  Subsequent Sale.  If at any time within one year after the Put
Closing Date, the Call Closing Date or the Expiration Purchase Closing Date (if
the Expiration Purchase occurred on such date), (i) the Company shall (a)
consolidate with or merge into any other Person or (b) transfer all or
substantially all of its properties or assets to any other Person or
(c) effect a capital reorganization or reclassification of the Common
Stock or Other Securities or (ii) any Person not affiliated with Renco shall
become the holder of more than 25% of the capital stock of the Company as a
result of any other transaction or series of transactions (other than the
exercise of the Warrants) or (iii) the Company or any of its stockholders enter
into an agreement to do any of the foregoing and such agreement is subsequently
consummated, the Company shall pay to the Warrant Agent for distribution (x) to
holders of each series of Warrants, in accordance with their Applicable
Percentages, the total of (i) the consideration that the holders of such series
of Warrants would have received in connection with such transaction if such
holders had owned such Warrant Shares or exercised such Warrants immediately
prior to the closing of such transaction minus (ii) the Aggregate
Initial Exercise Price of such series minus (iii) the aggregate amounts
(other than interest) received by such holders of such series of Warrants in
respect of the Put Price or the Call Price or the Expiration Purchase Price
prior to such transaction and (y) to holders of Warrant Shares, in accordance
with their Applicable Percentages, the total of (i) the consideration that the
holders of such series of Warrants would have received in connection with such
transaction if such holders had owned such Warrant Shares immediately prior to
the closing of such transaction minus (ii) the aggregate amounts (other
than interest) received by such holders of Warrant Shares in respect of the Put
Price or the Call Price or the Expiration Purchase Price prior to such
transaction


 


Section 6.10.  No Rights or Liabilities as Stockholder.  Nothing contained in this Agreement or in
any Warrant shall be construed as conferring upon any Warrantholder who has not
exercised a Warrant any rights as a stockholder of the Company prior to
exercise of any Warrant or as imposing any obligation on such Warrantholder to
purchase any Securities or as imposing any liabilities on such holder as a
stockholder of the Company, whether such obligation or liabilities are asserted
by the Company or by creditors of the Company.


 


Section 6.11.  Covenants of the Company.  The Company covenants and agrees, for the
benefit of the Warrantholders, that so long as any Warrant or Warrant Share
remains outstanding, the Company will, and will cause its Subsidiaries to,
remain in compliance with the covenants contained in Sections 6.1, 6.2, 6.3,
6.4, 6.6, 6.7, 6.8, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17. 6.18,
6.19 and 6.21 of the Credit Agreement 


 


21

















 


as of the date
hereof (whether or not such sections are then in effect under such agreement).


 


Section 6.12.  Warrant Value.


 


Section 6.12.1.  Determination
of Warrant Value. Any determination of the value of the Warrants  (the “Warrant Value”) shall be based
on the standards of appraisal currently accepted in the industry (provided that
no discount shall be taken on account of (a) the fact that the Warrants
constitute a minority interest or (b) the lack of liquidity for the Warrants
and the Warrant Shares) and will include at least the following procedures:


 


Section 6.12.1.1.  Before the Warrants Have Been Exercised.  If
the Warrants have not been exercised, the Warrant Value shall be equal
to the higher of (a) the amount that would be paid to the Common Stock into
which the Warrants are exercisable (determined immediately after the exercise
and payment of the associated Aggregate Exercise Price) if 100% of the stock of
the Company were sold in an arms-length transaction for a cash price in U.S.
dollars with all shareholders receiving the same price per share (except for
the preferred stock which would receive its liquidation value plus accrued
dividends), or (b) the amount  that
would be distributable to the Common Stock into which the Warrants are exercisable
(determined immediately after a hypothetical exercise (which did not effect the
Company’s S status) and payment of the associated Aggregate Exercise Price) if
100% of the assets of the Company were sold in an arms-length transaction for a
cash price in U.S dollars with all shareholders and Warrantholders receiving
the same amount per share or warrant in liquidation (except for the preferred
stock which would receive its liquidation blue plus accrued dividends) minus,
in each case the Aggregate Initial Exercise Price for all Series of Warrants.


 


Section 6.12.1.2.  After the
Warrants Have Been Exercised.  If
the Warrants have been exercised, the Warrant Value shall be equal to 38.67% of
the fair market value of the Company.


 


Section 6.12.2.  Procedures.
In the event that the Warrant Value is required to be determined for any
purpose in connection with this Warrant Agreement, the following procedures
shall be followed. The Company will engage a nationally recognized investment
banking firm or firm of certified public accountants to compute the fair market
value of the Warrants (the “Company Appraisal”).  Promptly upon receipt of the results of the
Company Appraisal, the Company shall provide such results to the
Warrantholders.  Upon receipt of the
Company Appraisal, the Majority Warrantholders shall either accept or not
accept the Company Appraisal within ten business days.  If the Majority Warrantholders accept the
Company Appraisal or do not respond within such period, the result of such
appraisal shall be used to determine the Warrant 


 


22

















 


Value.  If the Majority Warrantholders do not accept
the Company Appraisal, the majority Warrantholders shall notify the Company and
the Warrant Agent  of such decision in
writing (a “Dispute Notice”) and the Company shall engage an alternative
nationally recognized investment banking firm or firm of certified public
accountants acceptable to the Majority Warrantholders to compute the fair
market value of the Company (the “Alternative Appraisal”).  Promptly upon receipt of the results of the
Alternative Appraisal, the Company shall (a) provide such results to the
Warrantholders and (b) either accept or not accept the Alternative Appraisal
within ten business days.  If the
Company accepts the Alternative Appraisal or does not respond within such
period, the result of such appraisal shall be used to determine the Warrant
Value.  If the Company does not accept
the Alternative Appraisal, the Company shall notify the Warrantholders of such
decision, and the two appraisers will promptly attempt to negotiate which of
the Doe Run Appraisal or the Alternative Appraisal, or some amount between the
two appraisals, represents the fair market value of the Company.  If the two appraisers are unable to reach an
agreement as to the fair market value of the Company within 10 business days,
the two appraisers shall appoint a third nationally recognized investment
banking firm or firm of certified public accountants (the “Independent
Appraiser”) to review the Company Appraisal and the Alternative
Appraisal.  The Independent Appraiser
shall determine which of the Company Appraisal or the Alternative Appraisal, or
some amount between the two appraisals, reflects the fair market value of the
Company to be used in the determination of the Warrant Value, and such
determination shall be binding on the Company, Renco and the
Warrantholders.   When the Warrant Value
has been determined in accordance with this Section 6.12, the Company shall
notify the Warrant Agent and the Warrantholders in writing of such resolution
(the “Resolution Notice”).


 


Section 6.13.  Definitions.  Certain capitalized term used herein and not
defined are used with the definitions ascribed thereto in the Credit
Agreement.  For the purposes of this
Warrant, the following terms have the meanings below:


 


“Act”
shall have the meaning set forth in Section 5.


 


“Additional
Common Shares” means, all shares of Common Stock (including treasury
shares) issued or sold (or, pursuant to Section 6.3 hereof, deemed to be
issued) by the Company after the date hereof, whether or not subsequently
reacquired or retired by the Company; other than (a) any PIK Preferred
Stock issued as interest on PIK Preferred Stock, (b) any Warrants issued
pursuant to Section 6.3.2, and (c) shares issued on exercise of Warrants issued
pursuant to this Agreement.


 


“Additional
Warrants” shall have the meaning set forth in the Preamble hereto.


 


“Aggregate
Initial Exercise Price” means, with respect to any series of Warrants, the
aggregate Initial Exercise Prices required to exercise all Warrants of such
series.


 


23

















 


“Aggregate
Put Price” shall mean the aggregate Put Prices to be paid for all of the
Warrants and the Warrant Shares.


 


“Applicable
Percentage” shall mean (a) with respect to the Warrant Shares, a fraction,
the numerator of which is the number of issued and outstanding Warrant Shares
held by a Warrantholder, and the denominator of which is the aggregate number
of issued and outstanding Warrant Shares and (b) with respect to any Warrant of
any series, a fraction, the numerator of which is the number of shares of
Common Stock for which such Warrant is exercisable and the denominator of which
is the number of shares of Common Stock for which all Warrants of such series
are exercisable.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Common
Stock” shall mean the Company’s common stock, par value $.10 per share.


 


“Company”
shall mean The Doe Run Resources Corporation, a New York corporation, its
successors and assigns.


 


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


 


“Convertible
Securities” means any evidences of indebtedness, shares of stock (other
than shares of Common Stock) or other securities, including warrants, directly
or indirectly convertible into or exchangeable for shares of Common Stock.


 


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


 


“Deferral
Period” shall mean the period commencing on the 181st day after
the delivery of a Put Notice and ending on the date on which the Company pays
the Aggregate Put Price (and all accrued interest thereon) in full.


 


“Exercise
Price” shall have the meaning set forth in Section 6.3.1.


 


“Expiration
Date” shall mean October 29, 2012.


 


“GAAP”
shall have the meaning set forth in the Credit Agreement.


 


“Initial
Exercise Price” shall, with respect to the Series A Warrants, have the
meaning set forth in the first paragraph of this Agreement and, with respect to
each other series of


 


24

















 


Warrants
issued hereunder, mean the initial Exercise Price per share of such series
determined in accordance with Section 6.3.6 of this Agreement.


 


“Investor
Rights Agreement” shall mean the Investor Rights Agreement dated as of
October 29, 2002 among the Company, Renco, DR Acquisition Corp., a Missouri
corporation, and the Warrant Agent, as such Investor Rights Agreement may
hereafter from time to time be amended, modified or supplemented in accordance
with its terms.


 


“Majority
Warrantholders” shall mean at any time holders of more than 50% of the
Warrants or, if the Warrants have been exercised, the Warrant Shares.


 


“Other
Securities” shall mean any stock (other than Common Stock) and other
securities of the Company or any other Person which the holders of the Warrants
at any time shall be entitled to receive, or shall have received, upon the
exercise of the Warrants, in lieu of or in addition to Common Stock, or which
at any time shall be issuable or shall have been issued in exchange for or in
replacement of Common Stock or Other Securities pursuant to Section 4 hereof or
otherwise.


 


“Per Share
Company Value” shall equal the Company Value as of a given Valuation Date
divided by the number of shares of Common Stock then outstanding (assuming
exercise of all Convertible Securities including the Warrants).


 


“Person”
shall mean an individual, a corporation, a partnership, a trust, an
unincorporated organization or a government organization or an agency or political
subdivision thereof.


 


“PIK
Preferred Stock” shall mean the Series A Redeemable Preferred Stock, par
value $1,000 per share, of the Company.


 


“Renco”
shall have the meaning set forth in the Credit Agreement.


 


“Renco
Credit Support Agreement” means the Junior Participation Agreement dated as
of October 29, 2002, among Renco, the lenders from time to time party to
the Congress Credit Facility and Congress Financial Corporation, a Delaware
corporation, as agent under the Congress Credit Facility, as such Junior
Participation Agreement may hereafter from time to time be amended, modified or
supplemented in accordance with its terms.


 


“Securities”
shall mean any debt or equity securities of the Company, whether now or
hereafter authorized, and any instrument convertible into or exchangeable for
Securities or a Security.  “Security”
shall mean one of the Securities.


 


“Stock”
shall include any and all shares, interests or other equivalents (however
designated) of, or participants in, the capital stock of a corporation of any
class.


 


“Subsidiary”
shall mean, for any Person, (i) a corporation a majority of whose voting stock
is at the time, directly or indirectly, owned by such Person, by one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person, (ii) a partnership in which such Person or a Subsidiary of such
Person is, at the date of determination, a general or limited partner of such
partnership, but only if such


 


25

















 


Person or its
Subsidiary is entitled to receive more than 50% of the assets of such
partnership upon its dissolution, (iii) a limited liability company, a majority
of whose membership interests is, at the time, directly or indirectly owned by
such Person or with respect to which such Person has a right, under any
scenario, to receive 50% or more of the distributions of the assets of such
limited liability company upon its dissolution, or (iv) any other Person (other
than a corporation or partnership) in which such Person, a Subsidiary of such
Person or such Person and one or more Subsidiaries of such Person, directly or
indirectly, at the date of determination thereof, has (a) at least a majority
ownership interest or (b) the power to elect or direct the election of a
majority of the directors or other governing body of such Person.


 


“Valuation
Date” shall mean the last day of the fiscal quarter concluded prior to (i)
the date the Put Notice is received or the Call Notice is received or (ii) the
Expiration Date, as applicable.


 


“Warrantholders”
shall mean the holders of the Warrants as of the date hereof, together with any
permitted transferees of such holders which subsequently acquire Warrants.


 


“Warrant
Shares” shall mean the shares received or to be received upon exercise of
the Warrants.


 


“Warrants”
shall mean the Warrants issued by the Company pursuant to this Agreement,
including all Warrants issued on the date hereof or pursuant to Section 6.3.2.


 


“Warrant
Value” shall mean, as of any Valuation Date, the fair market value of the
Warrants determined in accordance with the procedures delineated in Section
6.12.


 


SECTION 7.  Payment of Taxes.  The Company will pay all documentary stamp
taxes attributable to the initial issuance of Warrant Shares upon the exercise
of Warrants; provided, however, that the Company shall not be required to pay
any tax or governmental charge which may be payable in respect of any transfer
involved in the issue of any Warrant Certificates or any Warrant Share
Certificates in a name other than that of the registered holder of a Warrant
Share Certificate or a Warrant Certificate surrendered upon the exercise of a
Warrant, and the Company shall not be required to issue or deliver such Warrant
Certificates or Warrant Share Certificates unless or until the person or
persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or charge or shall have established to the satisfaction of
the Company that such tax or charge has been paid.  The Warrant Agent shall have no duty or obligation to take any
action under any Section of this Agreement which requires the payment by a
Warrantholder of applicable taxes and governmental charges unless and until the
Warrant Agent is satisfied that all such taxes and/or charges have been paid.


 


SECTION 8.  Mutilated or Missing Warrant Certificates
and Warrant Share Certificates.  In
case any of the Warrant Certificates shall be mutilated, lost, stolen or
destroyed, the Company, at its expense, shall issue and the Warrant Agent shall
countersign, in exchange and substitution for and upon cancellation of the
mutilated Warrant Certificate, or in lieu of and substitution for the Warrant
Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor
and representing an equivalent number of Warrants, but only upon receipt of
evidence reasonably


 


26

















 


satisfactory to the Company and
the Warrant Agent of such loss, theft or destruction of such Warrant
Certificate and indemnity, if requested, satisfactory to the Company and the
Warrant Agent. In case any of the Warrant Share Certificates shall be
mutilated, lost, stolen or destroyed, the Company, at its expense, shall issue,
in exchange and substitution for and upon cancellation of the mutilated Warrant
Share Certificate, or in lieu of and substitution for the Warrant Share
Certificate lost, stolen or destroyed, a new Warrant Share Certificate of like
tenor and representing an equivalent number of Warrant Shares, but only upon receipt
of evidence reasonably satisfactory to the Company and the Warrant Agent of
such loss, theft or destruction of such Warrant Share Certificate and
indemnity, if requested, satisfactory to the Company and the Warrant Agent.


 


SECTION 9.  Fractional Interests.


 


(a)  The company shall not be required to issue
fractional Warrant Shares on the exercise of Warrants or otherwise. If more
than one Warrant shall be presented for exercise in full at the same time by
the same holder, the number of full Warrant Shares which shall be issuable upon
the exercise thereof shall be computed on the basis of the aggregate number of
Warrant Shares purchasable on exercise of the Warrants so presented. If any
fraction of a Warrant Share would, except for the provisions of this Section 9,
be issuable on the exercise of any Warrants (or specified portion thereof), the
Company shall pay an amount in cash equal to the fair market value of such
fractional Warrant Share as of the day immediately preceding the date the
Warrant is presented for exercise, multiplied by such fraction.


 


(b)  Warrants may be issued in fractional
interests. Holders of fractional interests in Warrants will be entitled to
purchase a number of Warrant Shares equal to the product obtained by
multiplying the number of Warrant Shares issuable with respect to a full
Warrant multiplied by the fractional interest owned by such holder in the
Warrant.


 


(c)  Whenever a payment for fractional Warrant
Shares is to be made by the Warrant Agent, the Company shall (i) promptly
prepare and deliver to the Warrant Agent a certificate setting forth in
reasonable detail the facts related to such payment and the prices and/or
formulas utilized in calculating such payments, and (ii) provide sufficient
monies to the Warrant Agent in the form of fully collected funds to make such
payments.  The Warrant Agent shall be
fully protected in relying upon such a certificate and shall have no duty with
respect to, and shall not be deemed to have knowledge of any payment for
fractional Warrant Shares under any Section of this Agreement relating to the
payment of fractional Warrant Shares unless and until the Warrant Agent shall
have received such a certificate and sufficient monies.


 


SECTION 10.  Merger, Consolidation or Change of Name
of Warrant Agent.  Any person into
which the Warrant Agent may be merged or with which it may be consolidated, or
any person resulting from any merger or consolidation to which the Warrant
Agent shall be a party, or any person succeeding to substantially all of the business
of the Warrant Agent (including the administration of this Agreement), shall be
the successor to the Warrant Agent hereunder without the execution or filing of
any paper or any further act on the part of any of the parties hereto, provided
that such person would be eligible for appointment as a successor warrant agent
under the provisions of Section 12. In case at the time such successor
to the


 


27

















 


Warrant Agent shall succeed to
the agency created by this Agreement, and in case at that time any of the
Warrant Certificates shall have been countersigned but not delivered, any such
successor to the Warrant Agent may adopt the countersignature of the original
Warrant Agent; and in case at that time any of the Warrant Certificates shall
not have been countersigned, any successor to the Warrant Agent may countersign
such Warrant Certificates either in the name of the predecessor Warrant Agent
or in the name of the successor to the Warrant Agent; and in all such cases
such Warrant Certificates shall have the full force and effect provided in the
Warrant Certificates and in this Agreement.


 


In case at any
time the name of the Warrant Agent shall be changed and at such time any of the
Warrant Certificates shall have been countersigned but not delivered, the
Warrant Agent whose name has been changed may adopt the countersignature under
its prior name, and in case at that time any of the Warrant Certificates shall
not have been countersigned, the Warrant Agent may countersign such Warrant
Certificates either in its prior name or in its changed name, and in all such
cases such Warrant Certificates shall have the full force and effect provided
in the Warrant Certificates and in this Agreement.


 


SECTION 11.  Warrant Agent.  The Warrant Agent undertakes the duties and
obligations imposed by this Agreement (and no implied duties or obligations
shall be read into this Agreement against the Warrant Agent) upon the following
terms and conditions, by all of which the Company and the Warrantholders, by
their acceptance thereof, shall be bound:


 


(a)  The statements contained herein and in the
Warrant Certificates shall be taken as statements of the Company and the
Warrant Agent assumes no responsibility for the correctness of any of the same
except such as describe the Warrant Agent or action taken or to be taken by it.
The Warrant Agent assumes no responsibility with respect to the distribution of
the Warrant Certificates and the Warrant Share Certificates except as herein otherwise
provided.


 


(b)  The Warrant Agent shall not be responsible
for any failure of the Company to comply with any of the covenants contained in
this Agreement or in the Warrant Certificates to be complied with by the
Company.


 


(c)  The Warrant Agent may consult at any time
with counsel of its own selection (who may be counsel for the Company) and the
Warrant Agent shall incur no liability or responsibility to the Company or to
any Warrantholder in respect of any action taken, suffered or omitted to be taken
by it hereunder in accordance with the opinion or the advice of such counsel.


 


(d)  The Warrant Agent shall incur no liability
or responsibility to the Company or to any Warrantholder for any action taken
in reliance on any Warrant Certificate, certificate of shares, notice,
resolution, waiver, consent, order, certificate, or other paper, document or
instrument (whether in its original or facsimile form) believed by it to be
genuine and to have been signed, sent or presented by the proper party or parties.


 


(e)  The Company agrees (i) to pay to the Warrant
Agent reasonable compensation for all services rendered by the Warrant Agent
(including fees and expenses of its counsel) and to


 


28

















 


reimburse the Warrant Agent for
all expenses, taxes and governmental charges and other charges and
disbursements of any kind and nature incurred by the Warrant Agent in the
preparation, delivery, execution, administration and amendment of this
Agreement and the exercise and performance of its duties hereunder and (ii) to
indemnify the Warrant Agent (and any predecessor Warrant Agent) and save it
harmless against any and all claims (whether asserted by the Company, a holder
or any other person), damages, losses, fines, penalties, settlements, expenses
(including taxes other than taxes based on the income of the Warrant Agent),
liabilities, including judgments, costs and counsel fees and expenses, for any
action taken, suffered or omitted to be taken by the Warrant Agent in connection
with the execution of this Agreement and the acceptance and administration of
this Agreement, except as a result of its gross negligence or willful
misconduct (each as finally determined by a court of competent jurisdiction).
The costs and expenses incurred in enforcing this right of indemnification
shall be paid by the Company.  The
provisions of this Section 11 shall survive the expiration of the
Warrants, the termination of this Agreement and the resignation or removal of
the Warrant Agent.


 


(f)  The Warrant Agent shall be under no
obligation to institute any action, suit or legal proceeding or to take any
other action likely to involve expense unless the Company or one or more
registered Warrantholders shall furnish the Warrant Agent with reasonable
security and indemnity satisfactory to it for any costs and expenses which may
be incurred, but this provision shall not limit the power of the Warrant Agent
to take such action as it may consider proper, whether with or without any such
security or indemnity. All rights of action under this Agreement or under any
of the Warrants may be enforced by the Warrant Agent without the possession of
any of the Warrant Certificates or Warrant Share Certificates or the production
thereof at any trial or other proceeding relative thereto, and any such action,
suit or proceeding instituted by the Warrant Agent shall be brought in its name
as Warrant Agent and any recovery of judgment shall be for the ratable benefit
of the registered holders of the Warrants, as their respective rights or
interests may appear.


 


(g)  The Warrant Agent, and any stockholder,
affiliate, director, officer or employee of it, may buy, sell or deal in any of
the Warrants or other securities of the Company or become pecuniarily
interested in any transaction in which the Company may be interested, or
contract with or lend money to the Company or otherwise act as fully and freely
as though it were not Warrant Agent under this Agreement. Nothing herein shall
preclude the Warrant Agent from acting in any other capacity for the Company or
for any other legal entity.


 


(h)  The Warrant Agent shall act hereunder solely
as agent for the Company, and its duties shall be determined solely by the
provisions hereof.  The Warrant Agent
shall not be liable for any action taken, suffered or omitted to be taken by it
in connection with this Agreement except for its own gross negligence or
willful misconduct, each as finally determined by a court of competent
jurisdiction.  Anything to the contrary
notwithstanding, in no event shall the Warrant Agent be liable for special,
punitive, indirect, consequential or incidental loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Warrant
Agent has been advised of the likelihood of such loss or damage.


 


(i)  The Warrant Agent shall not at any time be
under any duty or responsibility to any Warrantholder to make or cause to be
made any adjustment of the Exercise Price or number of


 


29

















 


the Warrant Shares or other
securities or property deliverable as provided in this Agreement, or to
determine whether any facts exist which may require any of such adjustments, or
with respect to the nature or extent of any such adjustments, when made, or with
respect to the method employed in making the same. The Warrant Agent shall not
be accountable with respect to the validity or value or the kind or amount of
any Warrant Shares or of any securities or property which may at any time be
issued or delivered upon the exercise of any Warrant or with respect to whether
any such Warrant Shares or other securities will when issued be validly issued
and fully paid and nonassessable, and makes no representation with respect
thereto.


 


(j)  Notwithstanding anything in this Agreement
to the contrary, neither the Company nor the Warrant Agent shall have any
liability to any Warrantholder or other person as a result of its inability to
perform any of its obligations under this Agreement by reason of any
preliminary or permanent injunction or other order, decree or ruling issued by
a court of competent jurisdiction or by a governmental, regulatory or
administrative agency or commission, or any statute, rule, regulation or
executive order promulgated or enacted by any governmental authority
prohibiting or otherwise restraining performance of such obligation; provided that
the Company must use its reasonable best efforts to have any such order, decree
or ruling lifted or otherwise overturned as soon as possible.


 


(k)  With respect to the exercise by a
Warrantholder of any Warrants in accordance with the terms of this Agreement
and with respect to any other actions or omissions that may arise as a result
of or under this Agreement, to the extent the Warrant Agent has any questions
or uncertainties as to what actions it should take with respect thereto, the
Warrant Agent may seek written direction from the Company as to what course of
action the Warrant Agent should take and the Warrant Agent shall be fully
protected and incur no liability in refraining from taking any action
thereunder unless and until the Warrant Agent has received such written
direction from the Company.  Any
application by the Warrant Agent for such written instructions from the Company
may, at the option of the Warrant Agent, set forth in writing any action
proposed to be taken or omitted by the Warrant Agent under this Agreement and
the date on and/or after which such action shall be taken or such omission
shall be effective. The Warrant Agent shall not be liable for any action taken
by, or omission of, the Warrant Agent in accordance with a proposal included in
such application on or after the date specified in such application (which date
shall not be less than three Business Days after the date any officer of the
Company actually receives such application, unless any such officer shall have
consented in writing to any earlier date) unless prior to taking any such
action (or the effective date in the case of an omission), the Warrant Agent
shall have received written instructions in response to such application
specifying the action to be taken or omitted.


 


(l)  No provision of this Agreement shall require
the Warrant Agent to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder or in the
exercise of its rights if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnification against such risk or
liability is not reasonably assured to it.


 


(m)  Whenever in the performance of its duties under this Agreement the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved
or established by


 


30

















 


the Company prior to taking,
suffering or omitting to take any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a certificate signed by any
one of the President, a Vice President, the Treasurer or the Secretary of the
Company and delivered to the Warrant Agent; and such certificate shall be full
authorization and protection to the Warrant Agent for any action taken or
suffered by it under the provisions of this Agreement in reliance upon such
certificate.


 


(n)  The Warrant Agent is hereby authorized and
directed to accept instructions with respect to the performance of its duties
hereunder from any one of the President, a Vice President, the Secretary or the
Treasurer of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and such instructions shall be full
authorization and protection to the Warrant Agent, and the Warrant Agent shall
not be liable for any action taken, suffered or omitted to be taken by it in
accordance with instructions of any such officer.


 


(o)  The Warrant Agent may execute and exercise
any of the rights or powers hereby vested in it or perform any duty hereunder
either itself or by or through its attorneys or agents, and the Warrant Agent
shall not be answerable or accountable for any act, default, neglect or
misconduct of any such attorneys or agents or for any loss to the Company
resulting from any such act, default, neglect or misconduct, absent gross negligence
or willful misconduct (each as finally determined by a court of competent
jurisdiction) in the selection and continued employment thereof.


 


SECTION 12.  Change of Warrant Agent.  The Warrant Agent or any successor Warrant
Agent may resign and be discharged from its duties under this Agreement upon 30
days’ notice in writing mailed to the Company. 
Upon such resignation or if the Warrant Agent shall become incapable of
acting as Warrant Agent, the Company shall appoint a successor to such Warrant
Agent. If the Company shall fail to make such appointment within a period of 30
days after it has been notified in writing of such resignation or incapacity by
the Warrant Agent or by the registered holder of a Warrant Certificate or a
Warrant Share Certificate, then the registered holder of any Warrant
Certificate or Warrant Share Certificate may apply to any court of competent
jurisdiction for the appointment of a successor to the Warrant Agent. Pending
appointment of a successor to such Warrant Agent, either by the Company or by
such a court, the duties of the Warrant Agent shall be carried out by the
Company. The Majority Warrantholders shall be entitled at any time to remove
the Warrant Agent and appoint a successor to such Warrant Agent. Such successor
to the Warrant Agent must be approved by the Company, which shall not
unreasonably withhold such approval. After appointment the successor to the
Warrant Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Warrant Agent without
further act or deed; but the former Warrant Agent upon payment of all fees and
expenses due it and its agents and counsel shall deliver and transfer to the
successor to the Warrant Agent any property at the time held by it hereunder
and execute and deliver any further assurance, conveyance, act or deed
necessary for the purpose. Failure to give any notice provided for in this Section
12, however, or any defect therein, shall not affect the legality or
validity of the appointment of a successor to the Warrant Agent.


 


31

















 


SECTION 13.  Notices to Company and Warrant Agent.  Any notice or demand authorized by this
Agreement to be given or made by the Warrant Agent or by the registered holder
of any Warrant Certificate to or on the Company shall be sufficiently given or
made when and if delivered by facsimile transmission (provided confirmation of
receipt is received immediately thereafter) or when received, if deposited in
the mail, first class or registered, postage prepaid, addressed (until another
address is filed in writing by the Company with the Warrant Agent), as follows:


 


The Doe Run
Resources Corporation


1801 Park 270
Drive


Suite 300


St. Louis,
MO  63146


Attention:  Chief Financial Officer


Telecopy:  (314) 453-7178


 


with a copy
to:


 


Cadwalader,
Wickersham & Taft


100 Maiden
Lane


New York,
NY  10038


Attn:       Michael Ryan, Esq.


 


In case the
Company shall fail to maintain such office or agency or shall fail to give such
notice of the location or of any change in the location thereof, presentations
may be made and notices and demands may be served at the office of the Warrant
Agent designated for such purpose.


 


32

















 


Any notice
pursuant to this Agreement to be given by the Company or by the registered
holder(s) of any Warrant Certificate to the Warrant Agent shall be sufficiently
given when and if delivered by facsimile transmission (provided confirmation of
receipt is received immediately thereafter) or deposited in the mail,
first-class or registered, postage prepaid, addressed (until another address is
filed in writing by the Warrant Agent with the Company) to the Warrant Agent as
follows:


 


State Street
Bank and Trust Company


Corporate Trust Administration


225 Asylum, 23rd Floor  


Hartford, CT 06103


Attention:  Gregory Donovan


Facsimile
No.:  860-244-1897


 


with copies
to:


 


Shipman &
Goodwin LLP


One American
Row


Hartford, CT
06103-2819


Attn: Thomas
Tresselt., Esq.


Facsimile No.:
860-251-5899


 


and


 


Ropes &
Gray


One
International Place


Boston, MA
02110


Attn:  Collin J. Beecroft, Esq.


Facsimile No.:
617-951-7050


 


 


SECTION 14.  Supplements and Amendments.  The Company and the Warrant Agent may from
time to time supplement or amend this Agreement or the Warrant Certificates
without the approval of any Warrantholders in order to cure any ambiguity or to
correct or supplement any provision contained herein or therein which may be
defective or inconsistent with any other provision herein, or to make any other
revisions in regard to matters or questions arising hereunder which the Company
and the Warrant Agent may deem necessary or desirable and which shall not in
any way adversely affect the interests of the Warrantholders.  Any supplement or amendment not covered by
the preceding sentence shall require the consent of the Majority
Warrantholders, the Company and the Warrant Agent; provided that any
supplement or amendment which has a disproportionate impact on one or more
series of Warrants (in comparison to all other series of Warrants) shall
require the approval of holders of a majority of the series of Warrants so
effected; provided further that any supplement or amendment which has a
disproportionate impact on the holders of Warrant Shares (in comparison to the
holders of series of Warrants) shall require the approval of holders of a
majority of the Warrant Shares then issued and outstanding.  Prior to executing any supplement or
amendment, the Warrant Agent


 


33

















 


shall be entitled to rely on an
officer’s certificate of the Company to the effect that such amendment or
supplement complies with the terms of this Section.  Notwithstanding anything in this Agreement to the contrary, the
prior written consent of the Warrant Agent must be obtained in connection with
any supplement or amendment which alters the rights or duties of the Warrant
Agent.


 


SECTION 15.  Successors.  All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder.


 


SECTION 16.  Termination.  This Agreement will terminate on the date on
which the Put Option or the Call Option shall have been exercised or the
Expiration Purchase shall have occurred. 
The provisions of Section 11 hereof shall survive such termination.


 


SECTION 17.  Governing Law; Submission to
Jurisdiction: Waiver of Jury Trial. 
This Agreement and each Warrant Certificate issued hereunder shall be
deemed to be a contract made under the laws of the State of New York and for
all purposes shall be construed in accordance with the internal laws of said
State.  Each party hereto hereby submits
to the nonexclusive jurisdiction of the United States District Court for the
District of Massachusetts and of any Massachusetts state court sitting in
Boston for purposes of all legal proceedings arising out of or relating to this
agreement or the transactions contemplated hereby. Each party hereto irrevocably
waives, to the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of the venue of any such proceeding brought in
such a court and any claim that any such proceeding brought in such a court has
been brought in an inconvenient forum. Each party hereto irrevocably waives any
and all right to trial by jury in any legal proceeding arising out of or
relating to this agreement or the transactions contemplated hereby.


 


SECTION 18.  Benefits of This Agreement.  Nothing in this Agreement shall be construed
to give to any person or corporation other than the Company, the Warrant Agent
and the Warrantholders any legal or equitable right, remedy or claim under this
Agreement, and this Agreement shall be for the sole and exclusive benefit of
the Company, the Warrant Agent and the Warrantholders.


 


SECTION 19.  Counterparts.  This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.


 


[Signature Page
Follows]


 


34

















 


[Warrant Agreement]


 


 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed, as
of the day and year first above written.


 


	
   

  	
  THE DOE RUN
  RESOURCES CORPORATION

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Marvin
  Kaiser

  	
   

  
	
   

  	
  Name:

  	
  Marvin
  Kaiser

  
	
   

  	
  Title:

  	
  Executive
  Vice President

  
	
   

  	
   

  
	
   

  	
  STATE STREET
  BANK AND TRUST

  COMPANY, as Warrant Agent

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Gregory
  M. Donovan

  	
   

  
	
   

  	
  Name:

  	
  Gregory M.
  Donovan

  
	
   

  	
  Title:

  	
  Assistant
  Vice President

  
						



 


35

















 


EXHIBIT A


 


[Form of Series A Warrant Certificate]


[Face]


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. SAID SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.


 


EXERCISABLE ON OR AFTER
NOVEMBER 1, 2008 AND ON OR BEFORE 5:00 P.M. NEW YORK CITY TIME ON OCTOBER 29,
2012, SUBJECT TO CERTAIN RESTRICTIONS IN THE WARRANT AGREEMENT.


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO A CALL OPTION UPON THE SATISFACTION OF CERTAIN
CONDITIONS DESCRIBED IN SECTION 6.7 OF THE WARRANT AGREEMENT DATED AS OF
OCTOBER 29, 2002 (AS AMENDED, SUPPLEMENTED AND OTHERWISE MODIFIED FROM TIME TO
TIME), BETWEEN THE DOE RUN RESOURCES CORPORATION AND STATE STREET BANK AND
TRUST COMPANY, AS WARRANT AGENT (THE “WARRANT AGREEMENT”).


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO AND ENTITLED TO THE BENEFIT OF A PUT OPTION
UPON THE SATISFACTION OF CERTAIN CONDITIONS DESCRIBED IN, AND SUBJECT TO
CERTAIN RESTRICTIONS CONTAINED IN, SECTION 6.6 OF THE WARRANT AGREEMENT.


 


A-1

















 


	
  No.

  	
   

  	
  Warrants

  



 


Warrant Certificate


 


THE DOE RUN RESOURCES CORPORATION


 


This Warrant
Certificate certifies that
                                            ,
or registered assigns, is the registered holder of
                   
Series A Warrants expiring October 29, 2012 (the “Warrants”) to purchase Common Stock, par value $0.10 per share
(the “Common Stock”), of
The Doe Run Resources Corporation, a New York corporation (the “Company”).  Each Warrant
entitles the holder upon exercise to receive from the Company on or after
November 1, 2008 and on or before 5:00 p.m. New York City Time on October 29,
2012, that number of fully paid and nonassessable shares of Common Stock (each,
a “Warrant Share”) as set forth below
at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement
referenced below payable in lawful money of the United States of America upon
surrender of this Warrant Certificate and payment of the Exercise Price at the
office or agency of the Warrant Agent, but only subject to the conditions set
forth herein and in the Warrant Agreement referred to on the reverse hereof.
Notwithstanding the foregoing, Warrants may be exercised without the exchange
of funds pursuant to the conversion provisions of Section 6.1.1 of the Warrant
Agreement.


 


Each Warrant
is initially exercisable for one share of Common Stock, and the Initial
Exercise Price per share of Common Stock for any Warrant is equal to $5,997 per
share.  The Exercise Price and number of
Warrant Shares issuable upon exercise of the Warrants are subject to adjustment
upon the occurrence of certain events set forth in the Warrant Agreement.


 


Subject to
certain restrictions in Section 6.1.1 of the Warrant Agreement, Warrants may be
exercised at any time on or after November 1, 2008 and on or before 5:00 p.m.
New York City Time on October 29, 2012 and to the extent not exercised by such
time such Warrants shall become void.


 


Reference is
hereby made to the further provisions of this Warrant Certificate set forth on
the reverse hereof and such further provisions shall for all purposes have the
same effect as though fully set forth at this place.


 


This Warrant
Certificate shall not be valid unless countersigned by the Warrant Agent, as
such term is used in the Warrant Agreement.


 


This Warrant
Certificate shall be governed and construed in accordance with the internal
laws of the State of New York.


 


A-2

















 


IN WITNESS
WHEREOF, The Doe Run Resources Corporation has caused this Warrant Certificate
to be signed by its authorized representatives.


 


 


	
   

  	
  THE DOE RUN
  RESOURCES CORPORATION

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  
	
   

  	
  [Name]

  
	
   

  	
  [Title]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  
	
   

  	
  [Name]

  
	
   

  	
  [Title]

  



 


Countersigned:


 


Dated:


 


STATE STREET BANK AND TRUST
COMPANY,


As Warrant Agent


 


	
  By 

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  	
   

  



 


A-3

















 


[Form of Series A Warrant Certificate]


[Reverse]


 


The Warrants
evidenced by this Warrant Certificate are part of a duly authorized issue of
Series A Warrants expiring October 29, 2012 entitling the holder on exercise to
receive shares of Common Stock, par value $0.10 per share, of the Company (the
“Common Stock”), and are issued or
to be issued pursuant to a Warrant Agreement dated as of October 29, 2002 (the
“Warrant Agreement”), duly executed and
delivered by the Company to State Street Bank and Trust Company,  a  Massachusetts
Trust company, as warrant agent (the “Warrant Agent”), which Warrant Agreement
is hereby incorporated by reference in and made a part of this instrument and
is hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company
and the holders (the words “holders”  or “holder”  meaning the registered holders or registered holder) of
the Warrants. A copy of the Warrant Agreement may be obtained by the holder
hereof upon written request to the Company.


 


Warrants may
be exercised at any time on or after November 1, 2008 and on or before 5:00
p.m. New York City time on October 29, 2012, subject to restrictions in Section
6.1.1 of the Warrant Agreement.  The
holder of Warrants evidenced by this Warrant Certificate may exercise them by
surrendering this Warrant Certificate, with the form of election to purchase
set forth hereon properly completed and executed, together with payment of the
Exercise Price as specified in the Warrant Agreement at the office of the
Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby
the number of Warrants exercised shall be less than the total number of
Warrants evidenced hereby, there shall be issued to the holder hereof or his
assignee a new Warrant Certificate evidencing the number of Warrants not
exercised. No adjustment shall be made for any dividends on any Common Stock
issuable upon exercise of this Warrant.


 


The Warrant
Agreement provides that upon the occurrence of certain events the Exercise
Price set forth on the face hereof and the number of shares of Common Stock
issuable upon exercise may be adjusted. No fractions of a share of Common Stock
will be issued upon the exercise of any Warrant, but the Company will pay the
cash value thereof determined as provided in the Warrant Agreement.


 


The holders of
the Warrants are entitled to certain rights with respect to the Common Stock
purchasable upon exercise thereof and otherwise. Said rights are set forth in
full in an Investor Rights Agreement dated as of October 29, 2002, among the
Company and certain other parties named therein.  A copy of the Investor Rights Agreement may be obtained by the
holder hereof upon written request to the Company.


 


The Warrants
are subject to a call option on behalf of the Company upon the satisfaction of
certain conditions contained in Section 6.7 of the Warrant Agreement.


 


The Warrants
are subject to, and entitled to the benefits of, a put option upon the
satisfaction of certain conditions contained in Section 6.6 of the Warrant
Agreement.


 


A-4

















 


The holders of
the Warrants have certain restrictions on transfer as outlined in the Warrant
Agreement.


 


Warrant
Certificates, when surrendered at the office of the Warrant Agent designated
for such purpose by the registered holder thereof in person or by legal
representative or attorney duly authorized in writing, may be exchanged, in the
manner and subject to the limitations provided in the Warrant Agreement, but
without payment of any service charge, for another Warrant Certificate or
Warrant Certificates of like tenor evidencing in the aggregate a like number of
Warrants.


 


Upon due
presentation for registration of transfer of this Warrant Certificate at the
office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall
be issued to the transferee(s) in exchange for this Warrant Certificate,
subject to the limitations provided in the Warrant Agreement, without charge
except for any tax or other governmental charge imposed in connection therewith.


 


The Company
and the Warrant Agent may deem and treat the registered holder(s) thereof as
the absolute owner(s) of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the holder(s) hereof, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary. Neither the Warrants nor this Warrant Certificate
entitles any holder hereof to any rights of a stockholder of the Company.


 


A-5

















 


Election to Purchase


 


(To Be Executed Upon Exercise Of Warrant)


 


The undersigned hereby irrevocably elects to exercise the right,
represented by this Series A Warrant Certificate, to receive
                  
shares of Common Stock and herewith tenders payment for such shares to the
order of The Doe Run Resources Corporation in the amount of
$                 
in accordance with the terms hereof unless the holder is exercising Warrants
pursuant to the conversion provisions of Section 6.1.1 of the Warrant
Agreement. The undersigned requests that a certificate for such shares be
registered in the name of
                        ,
whose address is
                                                   
and that such shares be delivered to                                   
whose address is                          
                                            .  [If said number of shares is less than all of
the shares of Common Stock purchasable hereunder, the undersigned requests that
a new Series A Warrant Certificate representing the remaining balance of such
shares be registered in the name of
                ,
whose address is
                                                   ,
and that such Warrant Certificate be delivered to
                                  ,
whose address is
                                 .]


 


	
   

  	
  Signature:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature
  Guaranteed:

  
	
   

  



 


A-6

















 


EXHIBIT B


 


[Form of Series      Warrant Certificate]


 


[Face]


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. SAID SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.


 


EXERCISABLE ON OR AFTER
NOVEMBER 1, 2008 AND ON OR BEFORE 5:00 P.M. NEW YORK CITY TIME ON OCTOBER 29,
2012, SUBJECT TO CERTAIN RESTRICTIONS IN THE WARRANT AGREEMENT.


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO A CALL OPTION UPON THE SATISFACTION OF CERTAIN
CONDITIONS DESCRIBED IN SECTION 6.7 OF THE WARRANT AGREEMENT DATED AS OF
OCTOBER 29, 2002 (AS AMENDED, SUPPLEMENTED AND OTHERWISE MODIFIED FROM TIME TO
TIME), BETWEEN THE DOE RUN RESOURCES CORPORATION AND STATE STREET BANK AND
TRUST COMPANY, AS WARRANT AGENT (THE “WARRANT AGREEMENT”).


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO AND ENTITLED TO THE BENEFIT OF A PUT OPTION
UPON THE SATISFACTION OF CERTAIN CONDITIONS DESCRIBED IN, AND SUBJECT TO
CERTAIN RESTRICTIONS CONTAINED IN, SECTION 6.6 OF THE WARRANT AGREEMENT.


 


B-1

















 


	
  No.

  	
   

  	
  Warrants

  



 


Warrant Certificate


 


THE DOE RUN RESOURCES CORPORATION


 


This Warrant Certificate certifies that
                                                      ,or
registered assigns, is the registered holder of
                           
Series       Warrants expiring October 29, 2012 (the “Warrants”) to purchase Common
Stock, par value $0.10 per share (the “Common Stock”), of The Doe Run Resources Corporation, a
New York corporation (the “Company”).  Each Warrant entitles the holder upon exercise to
receive from the Company on or after November 1, 2008 and on or before 5:00
p.m. New York City Time on October 29, 2012, that number of fully paid and
nonassessable shares of Common Stock (each, a “Warrant Share”) as set forth below at the exercise price
(the “Exercise Price”) as determined
pursuant to the Warrant Agreement referenced below payable in lawful money of
the United States of America upon surrender of this Warrant Certificate and
payment of the Exercise Price at the office or agency of the Warrant Agent, but
only subject to the conditions set forth herein and in the Warrant Agreement
referred to on the reverse hereof. Notwithstanding the foregoing, Warrants may
be exercised without the exchange of funds pursuant to the conversion
provisions of Section 6.1.1 of the Warrant Agreement.


 


Each Warrant is initially exercisable for one share of Common Stock,
and the Initial Exercise Price per share of Common Stock for any Warrant is
equal to
$              
per share.  The Exercise Price and
number of Warrant Shares issuable upon exercise of the Warrants are subject to
adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.


 


Subject to certain restrictions in Section 6.1.1 of the Warrant
Agreement, Warrants may be exercised at any time on or after November 1, 2008
and on or before 5:00 p.m. New York City Time on October 29, 2012 and to the
extent not exercised by such time such Warrants shall become void.


 


Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.


 


This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall be governed and construed in accordance
with the internal laws of the State of New York.


 


B-2

















 


IN WITNESS WHEREOF, The Doe Run Resources Corporation has caused this
Warrant Certificate to be signed by its authorized representatives.


 


	
   

  	
  THE DOE RUN
  RESOURCES CORPORATION

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  
	
   

  	
  [Name]

  
	
   

  	
  [Title]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  [Name]

  
	
   

  	
  [Title]

  
	
   

  	
   

  
	
  Countersigned:

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  
	
   

  	
   

  
	
  STATE STREET
  BANK AND TRUST COMPANY,

  	
   

  
	
  As Warrant
  Agent

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  
						



 


B-3

















 


[Form of Series       Warrant Certificate]


[Reverse]


 


The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Series      Warrants expiring October
29, 2012 entitling the holder on exercise to receive shares of Common Stock,
par value $0.10 per share, of the Company (the “Common Stock”), and are issued or to be issued pursuant to
a Warrant Agreement dated as of October 29, 2002 (the “Warrant Agreement”), duly executed and delivered by the Company
to State Street Bank and Trust Company,  a  Massachusetts trust company, warrant
agent (the “Warrant Agent”), which
Warrant Agreement is hereby incorporated by reference in and made a part of
this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the holders (the words “holders”  or “holder”  meaning the registered holders or registered holder) of
the Warrants. A copy of the Warrant Agreement may be obtained by the holder
hereof upon written request to the Company.


 


Warrants may be exercised at any time on or after November 1, 2008 and
on or before 5:00 p.m. New York City time on October 29, 2012, subject to
restrictions in Section 6.1.1 of the Warrant Agreement.  The holder of Warrants evidenced by this
Warrant Certificate may exercise them by surrendering this Warrant Certificate,
with the form of election to purchase set forth hereon properly completed and
executed, together with payment of the Exercise Price as specified in the
Warrant Agreement at the office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised
shall be less than the total number of Warrants evidenced hereby, there shall
be issued to the holder hereof or his assignee a new Warrant Certificate
evidencing the number of Warrants not exercised. No adjustment shall be made
for any dividends on any Common Stock issuable upon exercise of this Warrant.


 


The Warrant Agreement provides that upon the occurrence of certain
events the Exercise Price set forth on the face hereof and the number of shares
of Common Stock issuable upon exercise may be adjusted. No fractions of a share
of Common Stock will be issued upon the exercise of any Warrant, but the
Company will pay the cash value thereof determined as provided in the Warrant
Agreement.


 


The holders of the Warrants are entitled to certain rights with respect
to the Common Stock purchasable upon exercise thereof and otherwise. Said
rights are set forth in full in an Investor Rights Agreement dated as of
October 29, 2002, among the Company and certain other parties named
therein.  A copy of the Investor Rights
Agreement may be obtained by the holder hereof upon written request to the
Company.


 


The Warrants are subject to a call option on behalf of the Company upon
the satisfaction of certain conditions contained in Section 6.7 of the Warrant
Agreement.


 


The Warrants are subject to, and entitled to the benefits of, a put
option upon the satisfaction of certain conditions contained in Section 6.6 of
the Warrant Agreement.


 


B-4

















 


The holders of the Warrants have certain restrictions on transfer as
outlined in the Warrant Agreement.


 


Warrant Certificates, when surrendered at the office of the Warrant
Agent designated for such purpose by the registered holder thereof in person or
by legal representative or attorney duly authorized in writing, may be
exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant
Certificate or Warrant Certificates of like tenor evidencing in the aggregate a
like number of Warrants.


 


Upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like
number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant
Agreement, without charge except for any tax or other governmental charge
imposed in connection therewith.


 


The Company and the Warrant Agent may deem and treat the registered
holder(s) thereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights
of a stockholder of the Company.


 


B-5

















 


Election to Purchase


 


(To Be Executed Upon Exercise Of Warrant)


 


The undersigned hereby irrevocably elects to exercise the right,
represented by this Series      Warrant Certificate, to
receive
                 
shares of Common Stock and herewith tenders payment for such shares to the
order of The Doe Run Resources Corporation in the amount of
$              
in accordance with the terms hereof unless the holder is exercising Warrants
pursuant to the conversion provisions of Section 6.1.1 of the Warrant
Agreement. The undersigned requests that a certificate for such shares be
registered in the name of
                            ,
whose address is
                                          and
that such shares be delivered to
                            
whose address is                  
                                       
[If said number of shares is less than all of the shares of Common Stock
purchasable hereunder, the undersigned requests that a new Series
    Warrant Certificate representing the remaining balance of
such shares be registered in the name of
                   ,
whose address is                                                         
, and that such Warrant Certificate be delivered to
                                                      
, whose address is
                                                .]


 


Signature:


 


Date:


 


Signature Guaranteed:


 


B-6

















 


EXHIBIT C


 


FORM OF COMMON STOCK
CERTIFICATE


 


[Attached]


 


 


C-1