Exhibit 4.5.7


 


Execution Version


 


INTERCREDITOR AGREEMENT


 


THIS INTERCREDITOR AGREEMENT dated as of March 21,
2003 (as amended and in effect from time to time, this “Intercreditor Agreement”) is by and among
Congress Financial Corporation, a Delaware corporation (“Congress”), in its capacity as Revolving Loan
Agent (as hereinafter defined), The Renco Group, Inc., a New York corporation
(“Renco Group”), in its capacity as
Term Loan Agent (as hereinafter defined), and U.S. Bank National Association, a
national banking association organized under the laws of the United States of
America (“U.S. Bank”), successor in interest to State Street Bank and
Trust Company, a Massachusetts trust company (“State Street”), in its capacity
as Collateral Agent (as hereinafter defined).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the Revolving Loan Documents (as
hereinafter defined), the Revolving Loan Lenders (as hereinafter defined) have
entered into financing arrangements with the Borrowers (as hereinafter
defined), pursuant to which the Revolving Loan Lenders may, upon certain terms
and conditions, make loans and advances and provide other financial
accommodations to the Borrowers secured by certain assets and properties of the
Borrowers and the Obligors (as hereinafter defined);


 


WHEREAS, pursuant to the Term
Loan Documents (as hereinafter defined), the Term Loan Lenders (as hereinafter
defined) have entered into financing arrangements with Doe Run (as hereinafter
defined), pursuant to which the Term Loan Lenders may, upon certain terms and
conditions, make loans and advances and provide other financial accommodations
to Doe Run secured by certain assets and properties of Doe Run and the
Obligors;


 


WHEREAS, pursuant to the
Indenture (as hereinafter defined), Doe Run has issued, and may issue, Notes
(as hereinafter defined) secured by certain assets and properties of Doe Run
and the Obligors;


 


WHEREAS, pursuant to that
certain Assignment and Acceptance (as hereinafter defined), Renco Group has
been assigned all rights of Regiment Capital Advisors, L.L.C. (“Regiment”)
under the Term Loan Documents, as agent thereunder and all rights of Regiment
Capital II, L.P. and Lathi, LLC as lenders thereunder including, without
limitation, the right to receive all payments of principal, interest and fees
due under the Term Loan Agreement and the right to all collateral pledged as
security under the Term Loan Documents; and


 


WHEREAS, the Revolving Loan
Lenders, the Term Loan Lenders and the Indenture Parties (as hereinafter
defined) desire that the Revolving Loan Agent, the Term Loan Agent and the
Collateral Agent enter into this Intercreditor Agreement (a) to confirm
the relative priority of the security interests of the Revolving Loan Lenders
under the Revolving Loan Documents and the Term Loan Lenders under the Term
Loan Documents, on one hand, and the 


 

















 


Indenture
Parties under the Indenture Documents (as hereinafter defined), on the other
hand, in certain of the assets and properties of the Borrowers and the
Obligors, (b) to provide for the orderly sharing among them, in accordance
with such priorities, of proceeds of such assets and properties upon any
foreclosure thereon or other disposition thereof and (c) to amend and restate
the terms and conditions of the Intercreditor Agreement, dated as of October
29, 2002, by and among Revolving Loan Agent, Regiment, in its capacity as prior
Term Loan Agent and State Street, in its capacity as prior Collateral Agent;


 


NOW, THEREFORE, in
consideration of the mutual benefits accruing to the Revolving Loan Lenders,
the Term Loan Lenders and the Indenture Parties hereunder and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:


 


1.             DEFINITIONS; CERTAIN RULES OF
CONSTRUCTION.


 


Certain capitalized terms are
used in this Intercreditor Agreement with the specific meanings set forth below
in this Section 1.  Except as otherwise
explicitly specified to the contrary or unless the context clearly requires
otherwise, (a) the capitalized term “Section” refers to sections to this
Intercreditor Agreement, (b) references to a particular Section include
all subsections thereof, (c) the word “including” shall be construed as
“including without limitation”, (d) references to a particular statute or
regulation include all rules and regulations thereunder and any successor
statute, regulation or rules, in each case as from time to time in effect,
(e) references to a particular Person include such Person’s successors and
assigns (including a receiver, trustee or debtor-in-possession on behalf of
such Person or on behalf of any such successor or assign) to the extent not
prohibited by this Intercreditor Agreement, (f) terms defined in the UCC
and not otherwise defined herein are used herein with the meanings set forth in
the UCC and (g) all references to any term in the plural include the
singular and all references to any term in the singular include the plural.


 


1.1.          “Agents” shall
mean, collectively, the Revolving Loan Agent, the Term Loan Agent and the
Collateral Agent.


 


1.2.          “Agreements” shall
mean, collectively, the Revolving Loan Documents, the Term Loan Documents and
the Indenture Documents.


 


1.3.          “Assignment and Acceptance” shall mean the
Assignment and Acceptance, dated as of March 21, 2003, among Doe Run, Regiment
Capital II, L.P. and Lathi, LLC, as assignors, Renco Group, as assignee and new
agent and Regiment, as prior agent.


 


1.4.          “Borrowers” shall
mean, collectively, Doe Run, The Buick Resource Recycling Facility LLC, a
Delaware limited liability company, and Fabricated Products, Inc., a Delaware
corporation.


 


1.5.          “Business Day” shall have the meaning set forth in
the Revolving Loan Agreement.


 


1.6.          “Collateral” shall
mean, collectively, the Revolving Loan Collateral, the Term Loan Collateral and
the Indenture Collateral.


 


 


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1.7.          “Collateral Agent”
shall mean the Trustee, in its capacity as collateral agent pursuant to the
Indenture and the Security Agreement for the benefit and on behalf of the
Indenture Parties, and any successor, assignee or additional Person at any time
acting as collateral agent for the benefit of and on behalf of the Indenture
Parties.


 


1.8.          “Congress” shall
have the meaning set forth in the preamble to this Intercreditor Agreement.


 


1.9.          “Doe Run” shall
mean The Doe Run Resources Corporation, a New York corporation.


 


1.10.        “Event of Default”
shall mean any act, condition or event that is (a) an Event of Default as
such term is defined in the Revolving Loan Documents as in effect on the date
hereof, (b) an Event of Default as such term is defined in the Term Loan
Documents as in effect on the date hereof or (c) an Event of Default as
such term is defined in the Indenture Documents as in effect on the date
hereof.


 


1.11.        “Indenture” shall
mean the Indenture, dated as of October 29, 2002, by and among Doe Run, certain
of its affiliates and the Trustee, as the same now exists or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced.


 


1.12.        “Indenture Collateral”
shall have the meaning set forth for “Pledged Collateral” in section 2.1 of the
Security Agreement as in effect on the date hereof; provided, however, that in
no event shall the Indenture Collateral include any Revolving Loan Collateral.


 


1.13.        “Indenture Debt”
shall mean all obligations, liabilities and indebtedness of every kind, nature
and description owing by any Borrower or any Obligor to any Indenture Party
and/or its affiliates or participants, including principal, interest, charges,
fees, premiums, indemnities and expenses, however evidenced, whether as
principal, surety, endorser, guarantor or otherwise, arising under the
Indenture Documents, by operation of law or otherwise, whether now existing or
hereafter arising, whether arising before, during or after the initial or any
renewal term of any Indenture Document or after the commencement of any case
with respect to any Borrower or any Obligors under the United States Bankruptcy
Code or any similar statute (and including any principal, interest, fees,
costs, expenses and other amounts which would accrue and become due but for the
commencement of such case or similar proceeding and whether or not such amounts
are allowable in whole or in part, in any such case or similar proceeding),
whether direct or indirect, absolute or contingent, joint or several, due or
not due, primary or secondary, liquidated or unliquidated, secured or
unsecured, and whether arising directly or howsoever acquired by any Indenture Party.


 


1.14.        “Indenture Documents”
shall mean, collectively, the Indenture and all agreements, documents and
instruments (including the Notes and the Security Agreement) at any time
executed and/or delivered by any Borrower, any Obligor or any other Person
with, to or in favor of any Indenture Party in connection therewith or related
thereto, as all of the foregoing now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced.


 


1.15.        “Indenture Parties”
shall mean, collectively, the Trustee, the Collateral Agent and any other
Person who holds, beneficially or of record, any Note (including any other
lender or 


 


 


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group of lenders that at any time succeeds to or refinances,
replaces or substitutes for all or any portion of the Indenture Debt at any
time and from time to time); provided, however, that if any Person is an
Indenture Party and a Term Loan Lender, then such Person shall be deemed to be
an Indenture Party only to the extent that such Person is exercising rights or
remedies under the Indenture Documents.


 


1.16.        “Indenture Priority Collateral”
shall mean the assets and properties of the Borrowers and the Obligors that are
subject to the security interests and liens of the Collateral Agent, for the
benefit of itself and the other Indenture Parties, pursuant to the terms of the
Indenture Documents as in effect from time to time to secure the Indenture
Debt, other than the Revolving Loan Collateral and the Term Loan Collateral.


 


1.17.        “Intercreditor Agreement”
shall have the meaning set forth in the preamble to this Agreement.


 


1.18.        “Junior Participation Agreement” shall mean the Junior
Participation Agreement, dated as of October 29, 2002, by and among Renco Group,
the financial institutions from time to time parties to the Revolving Loan
Agreement, and the Revolving Loan Agent, as the same now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced.


 


1.19.        “Lenders” shall mean,
collectively, the Revolving Loan Lenders, the Term Loan Lenders and the
Indenture Parties.


 


1.20.        “Lien” shall mean any
mortgage, deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, encumbrance (including easements, rights of way
and the like), lien (statutory or other), security agreement or transfer
intended as security, including any conditional sale or other title retention
agreement, the interest of a lessor under a capital lease or any financing
lease having substantially the same economic effect as any of the foregoing.


 


1.21.        “Notes” shall mean
the 113⁄4% Notes due 2008 issued by Doe Run from time to time pursuant to the
Indenture, as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.


 


1.22.        “Obligors” shall
mean, collectively, all Persons liable on, or in respect of, the Revolving Loan
Debt, the Term Loan Debt or the Indenture Debt, other than the Borrowers.


 


1.23.        “Person” shall mean
any individual, sole proprietorship, partnership, corporation (including any
corporation which elects subchapter S status under the Internal Revenue Code of
1986), limited liability corporation, limited liability partnership, business
trust, unincorporated association, joint stock company, trust, joint venture,
or other entity or any government or any agency or instrumentality or political
subdivision thereof.


 


1.24.        “Regiment” shall have
the meaning set forth in the recitals to this Intercreditor Agreement.


 


1.25.        “Revolving Loan Agent”
shall mean Congress in its capacity as agent pursuant to the Revolving Loan
Agreement for the benefit and on behalf of the Revolving Loan Lenders, and 


 


 


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any successor, assignee or additional Person at any
time acting as agent for the benefit of or on behalf of the Revolving Loan
Lenders.


 


1.26.        “Revolving Loan Agreement”
shall mean the Amended and Restated Loan and Security Agreement, dated as of
October 29, 2002, by and among the Revolving Loan Agent, the other Revolving
Loan Lenders, the Borrowers and certain of their affiliates, as the same now
exists or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced.


 


1.27.        “Revolving Loan Collateral”
shall have the meaning set forth for “Collateral” in section 5.1 of the
Revolving Loan Agreement as in effect on the date hereof.


 


1.28.        “Revolving Loan Debt”
shall mean all obligations, liabilities and indebtedness of every kind, nature
and description owing by any Borrower or any Obligor to any Revolving Loan
Lender and/or its affiliates or participants, including principal, interest,
charges, fees, premiums, indemnities and expenses, however evidenced, whether
as principal, surety, endorser, guarantor or otherwise, arising under the
Revolving Loan Documents, by operation of law or otherwise, whether now
existing or hereafter arising, whether arising before, during or after the
initial or any renewal term of any Revolving Loan Document or after the
commencement of any case with respect to any Borrower or any Obligor under the
United States Bankruptcy Code or any similar statute (and including any
principal, interest, fees, costs, expenses and other amounts which would accrue
and become due but for the commencement of such case or similar proceeding and
whether or not such amounts are allowable in whole or in part in any such case
or similar proceeding), whether direct or indirect, absolute or contingent,
joint or several, due or not due, primary or secondary, liquidated or
unliquidated, secured or unsecured, and whether arising directly or howsoever
acquired by any Revolving Loan Lender.


 


1.29.        “Revolving Loan Documents”
shall mean, collectively, the Revolving Loan Agreement and all agreements,
documents and instruments at any time executed and/or delivered by any
Borrower, any Obligor or any other Person with, to or in favor of any Revolving
Loan Lender in connection therewith or related thereto, as all of the foregoing
now exist or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced.


 


1.30.        “Revolving Loan Lenders”
shall mean, collectively, the Revolving Loan Agent and any other Person who is
a party to any Revolving Loan Document as a lender (including any other lender
or group of lenders that at any time succeeds to or refinances, replaces or
substitutes for all or any portion of the Revolving Loan Debt at any time and
from time to time).


 


1.31.        “Security Agreement”
shall mean the Security Agreement, dated as of October 29, 2002, by and among
Doe Run, certain of its affiliates and the Collateral Agent, as the same now
exists or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced.


 


1.32.        “Senior Intercreditor Agreement”
shall mean the Intercreditor Agreement, dated as of October 29, 2002, by and
between the Revolving Loan Agent and the Term Loan Agent, as the same now
exists or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced.


 


1.33.        “State Street” shall have the meaning set forth in the
preamble to this Agreement.


 


 


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1.34.        “Term Loan Agent”
shall mean Renco Group in its capacity as agent pursuant to the Term Loan
Agreement for the benefit and on behalf of the Term Loan Lenders, and any
successor, assignee or additional Person at any time acting as agent for the
benefit of or on behalf of the Term Loan Lenders.


 


1.35.        “Term Loan Agreement”
shall mean the Credit Agreement, dated as of October 29, 2002, by and among Doe
Run, the Term Loan Agent and the other Term Loan Lenders, as the same now
exists or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced.


 


1.36.        “Term Loan Collateral”
shall have the meaning set forth for “Credit Security” in section 3.1 of the
Guarantee and Security Agreement, dated as of October 29, 2002, as in effect on
the date hereof, by and among Doe Run, certain of its affiliates and the Term
Loan Agent.


 


1.37.        “Term Loan Debt”
shall mean all obligations, liabilities and indebtedness of every kind, nature
and description owing by any Borrower or any Obligor to any Term Loan Lender
and/or its affiliates or participants, including principal, interest, charges,
fees, premiums, indemnities and expenses, however evidenced, whether as
principal, surety, endorser, guarantor or otherwise, arising under the Term
Loan Documents, by operation of law or otherwise, whether now existing or
hereafter arising, whether arising before, during or after the initial or any
renewal term of any Term Loan Document or after the commencement of any case
with respect to any Borrower or any Obligors under the United States Bankruptcy
Code or any similar statute (and including any principal, interest, fees,
costs, expenses and other amounts which would accrue and become due but for the
commencement of such case or similar proceeding and whether or not such amounts
are allowable in whole or in part, in any such case or similar proceeding),
whether direct or indirect, absolute or contingent, joint or several, due or
not due, primary or secondary, liquidated or unliquidated, secured or
unsecured, and whether arising directly or howsoever acquired by any Term Loan
Lender.


 


1.38.        “Term Loan Documents”
shall mean, collectively, the Term Loan Agreement and all agreements, documents
and instruments at any time executed and/or delivered by any Borrower, any
Obligor or any other Person with, to or in favor of any Term Loan Lender in
connection therewith or related thereto, as all of the foregoing now exist or
may hereafter be amended, modified, supplemented, extended, renewed, restated
or replaced.


 


1.39.        “Term Loan Lenders”
shall mean, collectively, the Term Loan Agent and any other Person who is a
party to any Term Loan Document as a lender (including any other lender or
group of lenders that at any time succeeds to or refinances, replaces or
substitutes for all or any portion of the Term Loan Debt at any time and from
time to time); provided, however, that if any Person is a Term Loan Lender and
an Indenture Party, then such Person shall be deemed to be a Term Loan Lender
except to the extent that such Person is exercising rights or remedies under
the Indenture Documents.


 


1.40.        “Third Party Purchaser”
shall have the meaning set forth in Section 2.4(f).


 


1.41.        “Trustee” shall mean
U.S. Bank in its capacity as trustee pursuant to the Indenture for the benefit
and on behalf of the Indenture Parties, and any successor, assignee or
additional Person at any time acting as trustee for the benefit of and on
behalf of the Indenture Parties.


 


 


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1.42.        “UCC” means the
Uniform Commercial Code as in effect on the date hereof in the State of New
York.


 


1.43.        “U.S. Bank” shall
have the meaning set forth in the preamble to this Agreement.


 


2.             SECURITY INTERESTS; PRIORITIES;
REMEDIES.


 


2.1.          Acknowledgement. 
The Revolving Loan Agent hereby acknowledges that (a) the
Collateral Agent acting for and on behalf of the Indenture Parties has been
granted Liens upon the Indenture Collateral pursuant to the Indenture Documents
to secure the Indenture Debt and (b) the Revolving Loan Agent does not
have any Lien upon the Indenture Collateral. 
The Term Loan Agent hereby acknowledges that the Collateral Agent acting
for and on behalf of the Indenture Parties has been granted Liens upon the
Indenture Collateral pursuant to the Indenture Documents to secure the
Indenture Debt.  The Collateral Agent
hereby acknowledges that (i) the Revolving Loan Agent acting for and on
behalf of the Revolving Loan Lenders has been granted Liens upon the Revolving
Loan Collateral pursuant to the Revolving Loan Documents to secure the
Revolving Loan Debt, (ii) the Term Loan Agent acting for and on behalf of
the Term Loan Lenders has been granted Liens upon the Term Loan Collateral
pursuant to the Term Loan Documents to secure the Term Loan Debt and
(iii) the Collateral Agent does not have any Lien upon the Revolving Loan
Collateral.


 


2.2.          Priorities.


 


(a)           Notwithstanding the order or time of attachment of, or the
order, time or manner of perfection of, or the order or time of filing or
recordation of any document or instrument with respect to, or any other method
of perfecting, any security interest in favor of any Lender in any Collateral,
and notwithstanding any conflicting terms or conditions which may be contained
in any of the Agreements, (i) the Liens of the Revolving Loan Lenders and
the Term Loan Lenders upon the Collateral have and shall have priority over any
Liens of the Indenture Parties in the Collateral and (ii) any such Liens
of the Indenture Parties upon the Collateral are and shall be, in all respects,
subject and subordinate to the Liens of the Revolving Loan Lenders and the Term
Loan Lenders upon the Collateral.


 


(b)           The lien priorities provided in this Section 2.2 shall not
be altered or otherwise affected by any amendment, modification, supplement,
extension, renewal, restatement, replacement or refinancing of the Revolving
Loan Debt, the Term Loan Debt or the Indenture Debt, nor by any action or
inaction which any Lender may take or fail to take in respect of the
Collateral.


 


(c)           Each Lender shall be solely responsible for perfecting and
maintaining the perfection of its Lien in and to each item constituting the
Collateral in which such Lender has been granted a Lien.  The foregoing provisions of this
Intercreditor Agreement are intended solely to govern the respective lien
priorities as between the Revolving Loan Lenders and Term Loan Lenders, on one
hand, and the Indenture Parties, on the other hand, and shall not impose on any
of the Lenders any obligations in respect of the disposition of proceeds of
foreclosure on any Collateral which would conflict with prior perfected claims
therein in favor of any other Person or any order or decree of any court or
other governmental authority or any applicable law.


 


 


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(d)           No Revolving Loan Lender will contest the validity,
perfection, priority or enforceability of the Liens of the Indenture Parties
upon the Indenture Collateral; no Term Loan Lender will contest the validity,
perfection, priority or enforceability of the Liens of the Indenture Parties
upon the Indenture Collateral; and no Indenture Party will contest the
validity, perfection, priority or enforceability of (i) the Liens of the
Revolving Loan Lenders upon the Revolving Loan Collateral or (ii) the
Liens of the Term Loan Lenders upon the Term Loan Collateral.  As between the Revolving Loan Lenders and
the Term Loan Lenders, on one hand, and the Indenture Parties, on the other
hand, the terms of this Intercreditor Agreement shall govern even if part or
all of the Revolving Loan Debt, the Term Loan Debt or the Indenture Debt or the
Liens securing payment and performance thereof are avoided, disallowed, set
aside or otherwise invalidated in any judicial proceeding or otherwise.


 


2.3.          Disposition
of Proceeds.


 


(a)           Each of the parties acknowledges and agrees that the
proceeds of any sale, disposition or other realization upon all or any part of
the Revolving Loan Collateral shall be applied to the Revolving Loan Debt and
the Term Loan Debt in the order of priority set forth in the Senior
Intercreditor Agreement.


 


(b)           Subject to the terms set forth in the Senior Intercreditor
Agreement, the proceeds of any sale, disposition or other realization upon all
or any part of the Term Loan Collateral and the Indenture Collateral shall be
applied in the following order of priority: (i) first, to the payment and
satisfaction in full of all Term Loan Debt, in such order and manner as the
Term Loan Agent may determine; and (ii) second, to the payment and
satisfaction in full of all the Indenture Debt, in such order and manner as the
Collateral Agent may determine.


 


2.4.          Remedies.


 


(a)           In the event that any of the Lenders shall, in the
exercise of any of its rights under its Agreements, receive possession or
control of any books and records of any Borrower or any Obligor which contain
information identifying or pertaining to any of the property of any Borrower or
any Obligor in which any other Lender has been granted a Lien, it shall notify
the other Lenders that it has received such books and records and shall, as
promptly as practicable thereafter, make available to the other Lenders such
books and records for inspection and duplication.


 


(b)           The Revolving Loan Agent shall have the exclusive right to
manage, perform and enforce the terms of the Revolving Loan Documents with
respect to the Revolving Loan Collateral, to exercise and enforce all
privileges and rights thereunder according to its discretion and the exercise
of its business judgment, including the exclusive right to take or retake
control or possession of the Revolving Loan Collateral and to hold, prepare for
sale, process, sell, lease, dispose of, or liquidate the Revolving Loan
Collateral.


 


(c)           Subject to the terms of the Senior Intercreditor
Agreement, the Term Loan Agent shall have the exclusive right to manage,
perform and enforce the terms of the Term Loan Documents with respect to the
Term Loan Collateral, to exercise and enforce all privileges and rights
thereunder according to its discretion and the exercise of its business
judgment, including the exclusive right to take or retake control or possession
of the Term Loan Collateral and to hold, prepare for sale, process, sell,
lease, dispose of, or liquidate the Term Loan Collateral.


 


 


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(d)           Notwithstanding anything to the contrary contained in any
of the Agreements, except as otherwise provided in this Agreement or in the
Senior Intercreditor Agreement, only the Term Loan Lenders shall have the right
to restrict or permit, or approve or disapprove, the sale, transfer or other
disposition of any of the Term Loan Collateral.   The Collateral Agent shall: (i) be deemed to have
automatically and without further action released and terminated any Liens it
may have on the Term Loan Collateral to the extent such Term Loan Collateral is
sold or otherwise disposed of either by the Term Loan Agent, any agent of the
Term Loan Agent, or any Borrower or Obligor with the consent of the Term Loan
Agent; (ii) be deemed to have authorized the Term Loan Agent to file UCC
amendments and terminations covering the Term Loan Collateral so sold or
otherwise disposed of as to UCC financing statements between any Borrower or
Obligor and any Indenture Party to evidence such release and termination;
(iii) promptly upon the request of the Term Loan Agent execute and deliver
such other release documents and confirmations of the authorization to file UCC
amendments and terminations provided for herein, in each case as the Term Loan
Agent may reasonably require in connection with such sale or other disposition
by the Term Loan Agent, any agent of the Term Loan Agent or any Borrower or
Obligor with the consent of the Term Loan Agent to evidence and effectuate such
termination and release; provided, however, that any such release or UCC
amendment or termination by any Indenture Party shall not extend to or
otherwise affect any of the rights, if any, of the Collateral Agent to the
proceeds from any such sale or other disposition of Term Loan Collateral; and
(iv) be deemed to have consented under the Indenture Documents to such
sale or other disposition.  In the event
that for any reason the Collateral Agent shall fail to promptly execute and
deliver to the Term Loan Agent any such release documents, the Term Loan Agent
is hereby irrevocably authorized to execute and deliver such release documents
on behalf of any Indenture Party as its attorney-in-fact.  Any such sale or other disposition of any of
the Term Loan Collateral conducted by the Term Loan Agent in connection with
the exercise of its rights and remedies to any affiliate of any Borrower or any
Obligor shall be conducted in a commercially reasonable manner or amounts paid
in respect of such sale shall otherwise be consistent with the value of such
Term Loan Collateral as determined by an appraiser or other valuation by an
appropriate third party.


 


(e)           No Indenture Party will, directly or indirectly:
(i) exercise any of its rights or remedies if an Event of Default or an
act, condition or event which with notice, or passage of time, or both would
constitute an Event of Default exists or has occurred against any Collateral;
(ii) seek to foreclose or realize upon (judicially or non-judicially) its
Lien on any Collateral or assert any claims or interest therein (including by
setoff or notification of account debtors); or (iii) take any other action
with respect to the Collateral or any other assets or properties of any
Borrower or any Obligor that interferes in any material respect with the rights
of the Revolving Loan Lenders or the Term Loan Lenders with respect to the
Collateral; provided, however, that nothing contained in this Section 2.4(e)
shall be construed in any way to limit or impair the right of any Indenture
Party: (A) to participate in any administrative, legal or equitable action
or proceeding against any Borrower or any Obligor seeking any reorganization,
liquidation, bankruptcy or any other action involving the readjustment of all
or any part of the Indenture Debt, or other similar relief under the United
States Bankruptcy Code; provided, however, that in no event shall any Indenture
Party (1) challenge any Liens of any Revolving Loan Lender or any Term
Loan Lender, (2) challenge or dispute the validity or priority of any
Revolving Loan Debt or Term Loan Debt or (3) vote its claim in any manner
which would be inconsistent with the provisions of this Intercreditor Agreement;
(B) to exercise its right to accelerate the maturity of all or any part of
the Indenture Debt; (C) to send notices to any governmental authority of
the 


 


 


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existence of, or any evidence or confirmation of, the
Indenture Debt owed to any Indenture Party or the Liens of the Collateral
Agent, for the benefit of any Indenture Party, in the Collateral, or file or
record any such notice or evidence to the extent necessary to prove or preserve
(1) the obligations of any Borrower or any Obligor in respect of the
Indenture Debt or (2) the Liens of the Collateral Agent, for the benefit
of any Indenture Party, in the Collateral; (D) to bid at a foreclosure or
other sale of the Collateral; or (E) to exercise any rights or remedies,
or to take any other action, with respect to any Lien of any Indenture Party
upon any of the Indenture Priority Collateral; provided, however, that
(1) such exercise of rights and remedies shall be subject to the rights of
the Revolving Loan Lenders and the Term Loan Lenders set forth in Sections
2.4(f) and 2.4(g), and (2) in connection with any sale or other
disposition of any Indenture Priority Collateral by any Indenture Party, the
terms of any such sale or disposition shall require that any Third Party
Purchaser or assignees thereof acquire such Indenture Priority Collateral
subject to the rights of the Revolving Loan Lenders and the Term Loan Lenders
set forth in Sections 2.4(f) and 2.4(g).


 


(f)            In the event that the Indenture Parties shall acquire
control or possession of any Indenture Priority Collateral or shall, through
the exercise or remedies under the Indenture Documents or otherwise, sell any
of the Indenture Priority Collateral to any third party (a “Third Party Purchaser”), the Indenture
Parties shall permit the Revolving Loan Lenders, at their option: (i) to
enter any or all of the real property of any Borrower or any Obligor during
normal business hours in order (A) to inspect, remove or take any action
with respect to the Revolving Loan Collateral (including manufacturing or
processing raw materials or work-in-process into finished inventory),
(B) to enforce the rights of the Revolving Loan Lenders with respect
thereto, including the examination and removal of the Revolving Loan Collateral
and the examination and duplication of the books and records of the Borrowers
and the Obligors related to the Revolving Loan Collateral under the possession
and control of the Indenture Parties (or sold to a Third Party Purchaser), (C) to
otherwise reasonably handle, deal with or dispose of any Revolving Loan
Collateral such right to include, without limiting the generality of the
foregoing, the right to conduct one or more public or private sales or auctions
on any or all of the real property and improvements thereon of any Borrower or
any Obligor under such control or possession of the Indenture Parties (or sold
to a Third Party Purchaser), and (D) to use any of the equipment
consisting of computers or other data processing equipment related to the
storage or processing of records, documents or files pertaining to the
Revolving Loan Collateral and to use any other equipment to handle, deal with
or dispose of any Revolving Loan Collateral pursuant to the Revolving Loan
Lenders’ rights as set forth in the Revolving Loan Documents, the Uniform
Commercial Code of any applicable jurisdiction and other applicable law; and
(ii) to use any of the intellectual property marked or stamped on any
Revolving Loan Collateral for purposes of selling any Revolving Loan Collateral
or otherwise necessary or reasonably desirable in connection with the
collection, sale or other disposition of any Revolving Loan Collateral.


 


(g)           In the event that the Indenture Parties shall acquire
control or possession of any Indenture Priority Collateral or shall, through
the exercise or remedies under the Indenture Documents or otherwise, sell any
of the Indenture Priority Collateral to any Third Party Purchaser, the
Indenture Parties shall permit the Term Loan Lenders, at their option but
subject to the terms of the Senior Intercreditor Agreement: (i) to enter
any or all of the real property of any Borrower or any Obligor during normal
business hours in order (A) to inspect, remove or take any action with
respect to the Term Loan Collateral (including manufacturing or processing 


 


 


10

















 


raw materials or work-in-process into finished
inventory), (B) to enforce the rights of the Term Loan Lenders with
respect thereto, including the examination and removal of the Term Loan
Collateral and the examination and duplication of the books and records of the
Borrowers and the Obligors related to the Term Loan Collateral under the
possession and control of the Indenture Parties (or sold to a Third Party
Purchaser), (C) to otherwise reasonably handle, deal with or dispose of
any Term Loan Collateral such right to include, without limiting the generality
of the foregoing, the right to conduct one or more public or private sales or
auctions on any or all of the real property and improvements thereon of any
Borrower or any Obligor under such control or possession of the Indenture
Parties (or sold to a Third Party Purchaser), and (D) to use any of the
equipment consisting of computers or other data processing equipment related to
the storage or processing of records, documents or files pertaining to the Term
Loan Collateral and to use any other equipment to handle, deal with or dispose
of any Term Loan Collateral pursuant to the Term Loan Lenders’ rights as set
forth in the Term Loan Documents, the Uniform Commercial Code of any applicable
jurisdiction and other applicable law; and (ii) to use any of the
intellectual property marked or stamped on any Term Loan Collateral for
purposes of selling any Term Loan Collateral or otherwise necessary or
reasonably desirable in connection with the collection, sale or other
disposition of any Term Loan Collateral.


 


(h)           No Lender shall have any responsibility or liability for
the acts or omissions of any other Lender arising in connection with such other
Lender’s use and/or occupancy of the real property, equipment or intellectual
property of any Borrower or any Obligor.


 


2.5.          No Liability. 
If any Lender should honor a request by any Borrower or any Obligor for
a loan, advance or other financial accommodation under the Agreements, whether
or not such Lender has knowledge that the honoring of such request would result
in an Event of Default, or act, condition or event which with notice or passage
of time or both would constitute an Event of Default, in no event shall any
Lender have any liability whatsoever to any other Lender as a result of such
breach, and without limiting the generality of the foregoing, the parties agree
that no Lender shall have any liability for tortious interference with
contractual relations or for inducement by any Lender of any Borrower or any
Obligor to breach of contract or otherwise. 
Nothing contained in this Section 2.5 shall limit or waive any right that
the parties may have to enforce any of the provisions of their respective
Agreements against any Borrower or any Obligor.


 


2.6.          Bailee for Perfection.  Each Lender hereby appoints the other Lenders, and each hereby
agrees to serve, as agent and bailee for the other Lenders for the purpose of
perfecting their respective Liens on any of the Collateral, and a Lender that
at any time has any Collateral in its possession acknowledges that it holds and
will hold possession of such Collateral for the benefit of the Lenders.  Each Lender shall not have any duty to
protect or preserve any rights pertaining to any of such Collateral held by it,
and each Lender hereby waives and releases the other Lenders from all claims
and liabilities at any time arising pursuant to the role of agent and bailee
with respect to the Collateral held by it, except for the gross negligence or
wilful misconduct of the bailee Lender as determined pursuant to a final,
non-appealable order of a court of competent jurisdiction.


 


2.7.          Notices of Default and Acceleration.  Each Agent shall give to the other Agents
concurrently with the giving thereof to any Borrower or any Obligor, a copy of
any written notice by such Agent of either (a) a default or an event of
default under its Agreements with such 


 


 


11

















 


Borrower or Obligor or (b) written notice of
demand for payment from such Borrower or Obligor; provided, however,
that the failure of any party to give any such notice to the other shall not
affect the relative priorities of the Lenders’ respective Liens as provided
herein or the validity or effectiveness of any such notice as against any
Borrower or any Obligor.  The Borrowers
and the Obligors hereby authorize and consent to each Agent sending any such
notices to the other Agents or providing any other information with respect to
any Borrower or any Obligor to the other Agents.


 


3.             MISCELLANEOUS.


 


3.1.          Additional
Representations.


 


(a)           The Term Loan Agent represents and warrants to the
Revolving Loan Agent and the Collateral Agent that:


 


(i)          as of the date hereof, no default or
event of default, or act, condition or event which with notice or passage of
time or both would constitute an event of default under any of the Term Loan
Documents exists or has occurred, as for which a waiver has not been granted
prior to the date hereof or as to which the grant of a waiver is not
contemplated to be provided by Term Loan Lenders within five (5) Business Days
of the date hereof;


 


(ii)         the execution, delivery and performance
of this Intercreditor Agreement by the Term Loan Agent is within its powers in
its capacity as agent for each Term Loan Lender and has been authorized by each
Term Loan Lender as provided in, and in accordance with the requirements of,
the Term Loan Documents, and does not contravene any law, any provision of any
of the Term Loan Documents or any other agreement to which any Term Loan Lender
is a party or by which it is bound;


 


(iii)        the Term Loan Agent has been duly
appointed and constituted as agent to act for and on behalf of each Term Loan
Lender and has been irrevocably authorized to execute and deliver this
Intercreditor Agreement for itself and on behalf of each Term Loan Lender and
to perform all of its obligations hereunder, and to take such actions on behalf
of each Term Loan Lender as may be required of it under the terms hereof,
without any further consent or approval of any Term Loan Lender and is in such
position as of the date hereof;


 


(iv)        the Term Loan Lenders have not been
granted, and do not have, any Liens upon the assets and properties of any
Borrower pursuant to the Term Loan Documents, except for the Liens granted to
the Term Loan Agent on behalf and for the benefit of the Term Loan Lenders
thereunder; and


 


(v)         this Intercreditor Agreement
constitutes the legal, valid and binding obligation of the Term Loan Lenders,
enforceable against the Term Loan Lenders in accordance with its terms.


 


(b)           The Revolving Loan Agent represents and warrants to the
Term Loan Agent and the Collateral Agent that:


 


 


12

















 


(i)          as of the date hereof, no default or
event of default, or act, condition or event which with notice or passage of
time or both would constitute an event of default under any of the Revolving
Loan Documents exists or has occurred, except for the “Existing Defaults” as
such term is defined in Amendment No. 1 to Amended and Restated Loan and
Security Agreement, dated as of March 11, 2003, by and among Congress, as agent
for itself and the financial institutions from time to time party to the
Revolving Loan Agreement, The CIT Group/Business Credit, Inc., as co-agent, the
Borrowers and DR Land Holdings, LLC, as guarantor;


 


(ii)         the execution, delivery and performance
of this Intercreditor Agreement by the Revolving Loan Agent is within its
powers in its capacity as agent for each Revolving Loan Lender and has been
authorized by each Revolving Loan Lender as provided in, and in accordance with
the requirements of, the Revolving Loan Documents, and does not contravene any law,
any provision of any of the Revolving Loan Documents or any other agreement to
which any Revolving Loan Lender is a party or by which it is bound;


 


(iii)        the Revolving Loan Agent has been duly
appointed and constituted as agent to act for and on behalf of each Revolving
Loan Lender and has been irrevocably authorized to execute and deliver this
Intercreditor Agreement for itself and on behalf of each Revolving Loan Lender
and to perform all of its obligations hereunder, and to take such actions on
behalf of each Revolving Loan Lender as may be required of it under the terms
hereof, without any further consent or approval of any Revolving Loan Lender
and is in such position as of the date hereof; the Revolving Loan Lenders have
not been granted, and do not have, any Liens upon the assets and properties of
any Borrower pursuant to the Revolving Loan Documents, except for the Liens on
the Collateral granted to the Revolving Loan Agent for the benefit of the
Revolving Loan Lenders thereunder; and


 


(iv)        this Intercreditor Agreement constitutes
the legal, valid and binding obligation of the Revolving Loan Lenders,
enforceable against the Revolving Loan Lenders in accordance with its terms.


 


(c)           The Collateral Agent represents and warrants to the
Revolving Loan Agent and the Term Loan Agent that:


 


(i)          to the knowledge of the Collateral
Agent, as of the date hereof, no default or event of default, or act, condition
or event which with notice or passage of time or both would constitute an event
of default under any of the Indenture Documents exists or has occurred;


 


(ii)         the execution, delivery and performance
of this Intercreditor Agreement by the Collateral Agent is within its powers in
its capacity as agent for each Indenture Party and, to the knowledge of the
Collateral Agent, has been authorized by each Indenture Party as provided in,
and in accordance with the requirements of, the Indenture Documents, and does
not contravene any law, any provision of any of the Indenture Documents or any
other agreement to which any Indenture Party is a party or by which it is
bound;


 


 


13

















 


(iii)        to the knowledge of the Collateral
Agent, the Collateral Agent has been duly appointed and constituted as agent to
act for and on behalf of each Indenture Party and has been irrevocably
authorized to execute and deliver this Intercreditor Agreement for itself and
on behalf of each Indenture Party and to perform all of its obligations
hereunder, and to take such actions on behalf of each Indenture Party as may be
required of it under the terms hereof, without any further consent or approval
of any Indenture Party and is in such position as of the date hereof;


 


(iv)        to the knowledge of the Collateral
Agent, the Indenture Parties have not been granted, and do not have, any Liens
upon the assets and properties of any Borrower pursuant to the Indenture
Documents, except for the Liens granted to the Collateral Agent on behalf and
for the benefit of the Indenture Parties thereunder; and


 


(v)         to the knowledge of the Collateral
Agent, this Intercreditor Agreement constitutes the legal, valid and binding
obligation of the Indenture Parties, enforceable against the Indenture Parties
in accordance with its terms.


 


3.2.          Amendments. 
Any waiver, permit, consent or approval by any party of or under any
provision, condition or covenant to this Intercreditor Agreement must be in
writing and shall be effective only to the extent it is set forth in writing
and as to the specific facts or circumstances covered thereby.  Any amendment of this Intercreditor
Agreement must be in writing and signed by each of the parties to be bound
thereby; provided, however, that notwithstanding that such
amendment may be signed only by the Agents, each Agent is hereby authorized to
rely on such execution by the other Agents without inquiry as to such other
Agents’ right or authority to so bind any Revolving Loan Lender, Term Loan
Lender or Indenture Party, as the case may be.


 


3.3.          Successors
and Assigns.


 


(a)           This Intercreditor Agreement shall be binding upon each of
the Lenders and its successors and assigns and shall inure to the benefit of
each of the Lenders and its successors, participants and assigns.  Notwithstanding that each Lender may not
execute and deliver this Intercreditor Agreement, each Lender shall be bound
hereby as if each Lender had executed and delivered this Intercreditor
Agreement.  Each Lender acknowledges
that the other Lenders are relying upon the binding nature of this Intercreditor
Agreement upon such Lender.


 


(b)           To the extent provided in their respective Agreements and
subject to Section 8.2(b) of the Junior Participation Agreement, each of the
Lenders may grant participations in, or otherwise sell, assign, transfer or
negotiate all or any part of, or any interest in, the Revolving Loan Debt, the
Term Loan Debt or the Indenture Debt, as the case may be, and the Collateral
securing same; provided, however, that no Lender shall be obligated to give any
notices to or otherwise in any manner deal directly with any participant in the
Revolving Loan Debt, the Term Loan Debt or the Indenture Debt, as the case may
be, and no participant shall be entitled to any rights or benefits under this
Intercreditor Agreement except through the Lender with which it is a participant.  In connection with any such participation or
other transfer or assignment, a Lender (i) may, subject to its Agreements,
disclose to such assignee, participant or other transferee or assignee all
documents and information which such Lender now or hereafter may have relating
to any Borrower, any Obligor or the Collateral and (ii) shall disclose to
such 


 


 


14

















 


participant or other transferee or assignee the
existence and terms and conditions of this Intercreditor Agreement.


 


(c)           In connection with any assignment or transfer of any or
all of the Revolving Loan Debt, the Term Loan Debt or the Indenture Debt, as
the case may be, or any or all rights of the Revolving Loan Lenders, the Term
Loan Lenders or the Indenture Parties, as the case may be, in the property of
any Borrower or any Obligor (other than pursuant to a participation), each of
the Revolving Loan Agent, the Term Loan Agent and the Collateral Agent shall
(and is hereby irrevocably authorized and directed by each other Revolving Loan
Lender, Term Loan Lender or Indenture Party, as the case may be) to execute and
deliver an agreement containing terms substantially identical to those
contained herein in favor of any such assignee or transferee and, in addition,
will execute and deliver an agreement containing terms substantially identical
to those contained herein in favor of any third Person who succeeds to or
refinances, replaces or substitutes for any or all of the Revolving Loan Debt,
the Term Loan Debt or the Indenture Debt, as the case may be, whether such
successor or replacement financing occurs by transfer, assignment, “takeout” or
any other means or vehicle.


 


3.4.          Insolvency. 
This Intercreditor Agreement shall be applicable both before and after
the filing of any petition by or against any Borrower or any Obligor under the
United States Bankruptcy Code and all converted or succeeding cases in respect
thereof, and all references herein to any Borrower or any Obligor shall be
deemed to apply to a trustee for any Borrower or any Obligor and any Borrower
or any Obligor as debtor-in-possession. 
The relative rights of the Revolving Loan Lenders, the Term Loan Lenders
and the Indenture Parties to repayment of the Revolving Loan Debt, the Term
Loan Debt and the Indenture Debt, respectively, and in or to any distributions
from or in respect of any Borrower or any Obligor or any Collateral or proceeds
of any Collateral, shall continue after the filing thereof on the same basis as
prior to the date of the petition, subject to any court order approving the
financing of, or use of cash collateral by, any Borrower or any Obligor as
debtor-in-possession.


 


3.5.          Bankruptcy Financing.  If (a) any Borrower or any Obligor shall become subject to a
proceeding under the United States Bankruptcy Code and (b) the Revolving
Loan Agent or, subject to the terms of the Senior Intercreditor Agreement, the
Term Loan Agent desires to permit the use of cash collateral or to provide
financing to such Borrower or such Obligor under either Section 363 or 364 of
the United States Bankruptcy Code, the Collateral Agent agrees that:
(i) adequate notice to the Indenture Parties shall have been provided for
such use of cash collateral or such financing if the Collateral Agent receives
notice five Business Days prior to the entry of the order approving such use of
cash collateral or such financing; and (ii) no objection will be raised by
any Indenture Party to any such financing on the ground of a failure to provide
“adequate protection” for the Liens of the Indenture Parties on the Indenture
Collateral or any other grounds with respect to the Indenture Collateral; provided,
however, that the Collateral Agent, for the benefit of the Indenture
Parties, retains a Lien on the post-petition Indenture Collateral with the same
priority as its Lien on the Indenture Collateral that existed prior to the
commencement of the proceeding under the United States Bankruptcy Code.  Nothing in this Section 3.5 shall be deemed
to prohibit any Indenture Party from providing financing to any Borrower or any
Obligor in any proceeding under the United States Bankruptcy Code so long as
any Lien on the Collateral in favor of any Indenture Party with respect to such
financing has the same priority as the Lien in favor of the Collateral Agent,
for the benefit of the Indenture Parties, on the Collateral that existed prior
to the commencement of the proceeding under the United 


 


 


15

















 


States Bankruptcy Code.  For purposes of this Section 3.5, notice of a proposed use of
cash collateral or a proposed financing shall be deemed given when given to the
Collateral Agent in the manner prescribed by Section 3.6.


 


3.6.          Notices.  All
notices, requests and demands to or upon the respective parties hereto shall be
in writing and shall be deemed duly given, made or received: (a) if
delivered in person, immediately upon delivery; (b) if delivered by telex,
telegram or facsimile transmission, immediately upon sending and upon confirmation
of receipt; (c) if delivered by nationally recognized overnight courier
service with instructions to deliver the next Business Day, one Business Day
after sending; and (d) if mailed by certified mail, return receipt
requested, five days after mailing to the applicable party at its address set
forth below (or to such other address as such party may designate in accordance
with the provisions of this Section 3.6):


 


	
  To the Revolving
  Loan Agent:

  	
   

  	
  Congress
  Financial Corporation, as Agent

  
	
   

  	
   

  	
  1133 Avenue of
  the Americas

  
	
   

  	
   

  	
  New York, New
  York 10036

  
	
   

  	
   

  	
  Attention:
  Portfolio Manager

  
	
   

  	
   

  	
  Telecopy: (212)
  840-4283

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  Otterbourg,
  Steindler, Houston & Rosen, P.C.

  
	
   

  	
   

  	
  230 Park Avenue

  
	
   

  	
   

  	
  New York, New
  York 10169

  
	
   

  	
   

  	
  Attn: David W.
  Morse, Esq.

  
	
   

  	
   

  	
  Telecopy: (212) 682-6104

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cadwalader, Wickersham & Taft
  LLP

  
	
   

  	
   

  	
  100 Maiden Lane

  
	
   

  	
   

  	
  New York, New York 10038

  
	
   

  	
   

  	
  Attn: Michael C. Ryan, Esq.

  
	
   

  	
   

  	
  c/o Managing Attorneys’ Office

  
	
   

  	
   

  	
  Telecopy: (212) 504-6666

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Renco Group, Inc.

  
	
   

  	
   

  	
  30 Rockefeller Plaza

  
	
   

  	
   

  	
  New York, New York 10112

  
	
   

  	
   

  	
  Attn: Mr. Roger Fay

  
	
   

  	
   

  	
  Telecopy: (212) 541-6197

  
	
   

  	
   

  	
   

  
	
  To the Term Loan
  Agent:

  	
   

  	
  The Renco Group,
  Inc.

  
	
   

  	
   

  	
  30 Rockefeller
  Plaza

  
	
   

  	
   

  	
  New York, New
  York 10112

  
	
   

  	
   

  	
  Attn: Mr. Roger
  Fay

  
	
   

  	
   

  	
  Telecopy: (212)
  541-6197

  



 


 


16

















 


	
  with a copy to:

  	
   

  	
  Cadwalader,
  Wickersham & Taft LLP

  
	
   

  	
   

  	
  100 Maiden Lane

  
	
   

  	
   

  	
  New York, New
  York 10038

  
	
   

  	
   

  	
  Attn: Michael C.
  Ryan, Esq.

  
	
   

  	
   

  	
  c/o Managing
  Attorneys’ Office

  
	
   

  	
   

  	
  Telecopy: (212)
  504-6666

  
	
   

  	
   

  	
   

  
	
  To the Collateral
  Agent:

  	
   

  	
  U.S. Bank National
  Association

  
	
   

  	
   

  	
  Corporate Trust
  Services Department

  
	
   

  	
   

  	
  225 Asylum, 23rd
  Floor

  
	
   

  	
   

  	
  Hartford, CT
  06103

  
	
   

  	
   

  	
  Attention: Kathy
  Larimore

  
	
   

  	
   

  	
  Facsimile No.:
  860-241-6881

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  Shipman &
  Goodwin LLP

  
	
   

  	
   

  	
  One American Row

  
	
   

  	
   

  	
  Hartford, CT
  06103-2819

  
	
   

  	
   

  	
  Attn: Thomas
  Tresselt., Esq.

  
	
   

  	
   

  	
  Facsimile No.:
  860-251-5899

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cadwalader, Wickersham & Taft
  LLP

  
	
   

  	
   

  	
  100 Maiden Lane

  
	
   

  	
   

  	
  New York, New York 10038

  
	
   

  	
   

  	
  Attn: Michael C. Ryan, Esq.

  
	
   

  	
   

  	
  c/o Managing Attorneys’ Office

  
	
   

  	
   

  	
  Telecopy: (212) 504-6666

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Renco Group, Inc.

  
	
   

  	
   

  	
  30 Rockefeller Plaza

  
	
   

  	
   

  	
  New York, New York 10112

  
	
   

  	
   

  	
  Attn: Mr. Roger Fay

  
	
   

  	
   

  	
  Telecopy: (212) 541-6197

  



 


Any party may change the
address to which all notices, requests and other communications are to be sent
to such party by giving written notice of such address change to the other
party in conformity with this Section 3.6, but such change shall not be
effective until notice of such change has been received by the other party.


 


3.7.          Counterparts. 
This Intercreditor Agreement may be executed in any number of
counterparts, each of which shall be an original with the same force and effect
as if the signatures thereto and hereto were upon the same instrument.


 


3.8.          Governing Law. 
The validity, construction and effect of this Intercreditor Agreement
shall be governed by the internal laws of the State of New York (without giving
effect to principles of conflicts of law).


 


3.9.          Consent to Jurisdiction; Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY CONSENTS TO THE NON-EXCLUSIVE JURISDIC­TION OF THE SUPREME COURT OF
THE STATE OF NEW YORK IN NEW YORK 


 


 


17

















 


COUNTY AND THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK AND WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING
WITH RESPECT TO THIS INTERCREDITOR AGREEMENT.


 


3.10.        Complete Agreement. 
This written Intercreditor Agreement is intended by the parties as a
final expression of their agreement and is intended as a complete statement of
the terms and conditions of their agreement.


 


3.11.        No Third Parties Benefited.  Except as expressly provided in Section 3.3, this Intercreditor
Agreement is solely for the benefit of the Lenders and their respective
successors, participants and assigns, and no other Person shall have any right,
benefit, priority or interest under, or because of the existence of, this
Intercreditor Agreement.


 


3.12.        Disclosures; Non-Reliance.  Each Lender has the means to, and shall in the future remain,
fully informed as to the financial condition and other affairs of the Borrowers
and the Obligors, and no Lender shall have any obligation or duty to disclose
any such information to any other Lender. 
Except as expressly set forth in this Intercreditor Agreement, the
parties hereto have not otherwise made to each other nor do they hereby make to
each other any representations or warranties, express or implied, nor do they
assume any liability to each other with respect to: (a) the
enforceability, validity, value or collectability of any of the Revolving Loan
Debt, the Term Loan Debt or the Indenture Debt or any guarantee or security
which may have been granted to any of them in connection therewith;
(b) any Borrower’s or any Obligor’s title to, or right to transfer, any of
the Collateral; or (c) any other matter except as expressly set forth in
this Intercreditor Agreement.


 


3.13.        Term.  Upon
(a) the indefeasible satisfaction in full in cash or other immediately
available funds of all Revolving Loan Debt and (b) the termination of the
financing arrangements among the Revolving Loan Lenders and the Borrowers, and
without any further action required by any party, this Intercreditor Agreement
shall terminate and shall be of no further force or effect with respect to the
Revolving Loan Agent and the Revolving Loan Lenders, and neither the Term Loan
Agent nor the Collateral Agent shall have any further obligations or
liabilities to the Revolving Loan Lenders hereunder.  Upon (i) the indefeasible satisfaction in full in cash or
other immediately available funds of all Term Loan Debt and (ii) the
termination of the financing arrangements among the Term Loan Lenders and Doe
Run, and without any further action required by any party, this Intercreditor
Agreement shall terminate and shall be of no further force and effect with
respect to the Term Loan Agent and the Term Loan Lenders, and the Collateral
Agent shall have no further obligations or liabilities to the Term Loan Lenders
hereunder.


 


 


18

















 


3.14.        Amendment and Restatement.  As of the date hereof, Revolving Loan Agent, Renco Group, in its
capacity as Term Loan Agent (as successor to Regiment, in such capacity,
pursuant to the Assignment and Acceptance) and U.S. Bank, in its capacity as
Collateral Agent (as successor in interest to State Street) are entering into
this Intercreditor Agreement so that the terms, conditions, agreements,
covenants, representations and warranties set forth in the Intercreditor
Agreement, dated as of October 29, 2002, by and among Revolving Loan Agent,
Regiment, in its capacity as prior Term Loan Agent and State Street, in its
capacity as prior Collateral Agent, are hereby amended and restated in their
entirety, and as so amended and restated, are replaced and superceded, by the
terms, conditions, agreements, covenants, representations and warranties set
forth in this Intercreditor Agreement.


 


 


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


 


	
   

  	
  CONGRESS FINANCIAL
  CORPORATION,

  as Revolving Loan Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Herbert Korn

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:
  

  	
  Vice
  President

  



 


[SIGNATURES OF THE RENCO GROUP, INC.
AND U.S. BANK NATIONAL ASSOCIATION FOLLOW ON NEXT PAGE]


 


 


19

















 


	
   

  	
  THE RENCO GROUP, INC.

  as Term Loan Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Roger Fay

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:
  

  	
  Vice
  President-Finance

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION, as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kathy Larimore

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:
  

  	
  Vice
  President

  



 


[SIGNATURE PAGES OF THE DOE RUN RESOURCES
CORPORATION AND THE BUICK RESOURCE RECYCLING FACILITY LLC FOLLOW ON NEXT PAGE]


 


 


20

















 


ACKNOWLEDGMENT AND CONSENT


 


The undersigned hereby
acknowledges and agrees to the foregoing terms and provisions of this
Intercreditor Agreement.  By its
signature below, the undersigned agrees that it will, together with its
successors and assigns, be bound by the provisions hereof.


 


The undersigned agrees that
any of Lenders holding Collateral does so as bailee (under the UCC) for each
other of Lenders which has a Lien on such Collateral and is hereby authorized
to, and may, turn over to such other Lender upon request therefor any such
Collateral, after all obligations and indebtedness of the undersigned to the
bailee Lender have been fully paid and performed.


 


The undersigned acknowledges
and agrees that: (a) although it may sign this Intercreditor Agreement it
is not a party hereto and does not and will not receive any right, benefit,
priority or interest under or because of the existence of this Intercreditor
Agreement; and (b) it will execute and deliver such additional documents
and take such additional action as may be necessary or desirable in the
reasonable opinion of any of Lenders to effectuate the provisions and purposes
of this Intercreditor Agreement.


 


	
   

  	
  THE DOE RUN RESOURCES
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Chaput

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:
  

  	
  Vice
  President-Finance

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BUICK RESOURCE RECYCLING
  FACILITY LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffrey Zelms

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:
  

  	
  Manager

  



 


[SIGNATURES OF FABRICATED PRODUCTS,
INC., DR LAND HOLDINGS, LLC, DOE RUN CAYMAN LTD., DOE RUN PERU S.R.L. AND DOE
RUN DEVELOPMENT S.A.C. FOLLOW ON NEXT PAGE]


 


 


21

















 


	
   

  	
  FABRICATED PRODUCTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jerry Pyatt

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:
  

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  DR LAND HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Chaput

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:
  

  	
  Vice
  President of The Doe Run Resources Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  DOE RUN CAYMAN LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffrey Zelms

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:
  

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  DOE RUN PERU S.R.L.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Chaput

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:
  

  	
  By
  Power of Attorney

  
	
   

  	
   

  	
   

  
	
   

  	
  DOE RUN DEVELOPMENT S.A.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Chaput

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:
  

  	
  By
  Power of Attorney

  



 


 


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