Exhibit
10.19.6


 


	
  (Space above reserved for Recorder of Deeds certification)

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Title
  of Document:

  	
   

  	
  Deed
  of Trust, Security Agreement, Fixture Filing and Assignment of Leases and
  Rents

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Date
  of Document:

  	
   

  	
  October
  29, 2002

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Grantor:

  	
   

  	
  The
  Doe Run Resources Corporation

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Grantee:

  	
   

  	
  Regiment
  Capital Advisors, L.L.C.

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Grantee’s
  Mailing Address:

  	
   

  	
  Regiment
  Capital Advisors, L.L.C.

  	 

	
   

  	
   

  	
  70
  Federal Street

  	 

	
   

  	
   

  	
  Boston,
  MA 02110

  	 

	
   

  	
   

  	
  Attn:  Timothy Peterson

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Legal
  Description:

  	
   

  	
  See
  Exhibit A attached hereto

  	 

	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Reference
  Book and Page:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
										



 

















 


TABLE OF CONTENTS


 


	
  ARTICLE
  1.   REPRESENTATIONS, WARRANTIES AND COVENANTS

  
	
  1.1

  	
  Performance of Credit
  Documents

  
	
  1.2

  	
  General
  Representations, Warranties and Covenants

  
	
  1.3

  	
  Representations,
  Warranties and Covenants with Respect to Master Leases

  
	
  1.4

  	
  Compliance with Laws

  
	
  1.5

  	
  Taxes and Other Charges

  
	
  1.6

  	
  Condemnation

  
	
  1.7

  	
  Care of Mortgaged Property

  
	
  1.8

  	
  Environmental Matters

  
	
  1.9

  	
  Further Assurances

  
	
  1.10

  	
  Security
  Agreements and Financing Statements

  
	
  1.11

  	
  After-Acquired
  Mortgaged Property

  
	
  1.12

  	
  Expenses

  
	
  1.13

  	
  Transfer
  or Further Encumbrance of the Mortgaged Property

  
	
  1.14

  	
  Assignment of Rents and
  Leases

  
	
  ARTICLE
  2.   EVENTS OF DEFAULT

  
	
  ARTICLE
  3.   REMEDIES

  
	
  3.1

  	
  Acceleration

  
	
  3.2

  	
  Termination
  of License and/or Entry on Mortgaged Property

  
	
  3.3

  	
  Foreclosure, Sale
  and Other Remedies

  
	
  3.4

  	
  Remedies
  Cumulative, Concurrent and Nonexclusive

  
	
  3.5

  	
  No
  Conditions Precedent to Exercise of Remedies

  
	
  3.6

  	
  Release of and
  Resort to Collateral

  
	
  3.7

  	
  Waiver of
  Appraisement, Valuation, etc

  
	
  3.8

  	
  Discontinuance of
  Proceedings

  
	
  3.9

  	
  Application of Proceeds

  
	
  3.10

  	
  Leases

  
	
  3.11

  	
  Purchase by Beneficiary

  
	
  3.12

  	
  Grantor as Tenant
  Holding Over

  
	
  3.13

  	
  Suits to
  Protect the Mortgaged Property

  
	
  3.14

  	
  Proofs of Claim

  
	
  ARTICLE
  4.   MISCELLANEOUS

  
	
  4.1

  	
  Survival of Obligations

  
	
  4.2

  	
  Notices

  
	
  4.3

  	
  No
  Waiver

  
	
  4.4

  	
  Covenants Running with
  the Land

  
	
  4.5

  	
  Successors and Assigns

  
	
  4.6

  	
  Severability

  
	
  4.7

  	
  Substitute Trustee

  
	
  4.8

  	
  Business Loans

  
	
  4.9

  	
  Usury

  
	
  4.10

  	
  Future Advances Secured
  Hereby

  
	
  4.11

  	
  Waiver of Jury Trial

  



 

















 


	
  4.12

  	
  Assignment

  
	
  4.13

  	
  Counterparts

  
	
  4.14

  	
  Applicable Law

  
	
  4.15

  	
  Subrogation

  
	
  4.16

  	
  Conflicts:
  Credit Documents or Master Leases

  
	
  4.17

  	
  Headings

  
	
  4.18

  	
  No Joint Venture

  
	
  4.19

  	
  Intercreditor Agreement

  
	
  4.20

  	
  Concerning Beneficiary

  
	
   

  	
   

  
	
  EXHIBITS

  
	
   

  	
   

  
	
  Exhibit A

  	
  -

  	
  Property Descriptions

  
	
   

  	
   

  	
   

  
	
  Exhibit B

  	
  -

  	
  Permitted Encumbrances

  
				



 


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DEED OF TRUST, SECURITY AGREEMENT, FIXTURE FILING

AND ASSIGNMENT OF LEASES AND RENTS


 


                THIS DEED OF TRUST, SECURITY AGREEMENT,
FIXTURE FILING AND ASSIGNMENT OF LEASES AND RENTS (the “Deed of Trust”)
made and entered into as of October 29, 2002, by and among THE DOE RUN
RESOURCES CORPORATION, a New York corporation (the “Grantor”), with an
address of 1801 Park 270 Drive, St. Louis, Missouri 63146 and LISA M. HAINES
(the “Trustee”), with an address of Polsinelli, Shalton & White, 700
West 47th Street, Suite 1000, Kansas City, Missouri 64112, for the benefit of
REGIMENT CAPITAL ADVISORS, L.L.C., a Delaware limited liability company with an
address of 70 Federal Street, Boston, Massachusetts 02110, as beneficiary,
assignee and secured party (the “Beneficiary”) as Agent for the lenders
(the “Lenders”) from time to time party to the Credit Agreement (as
defined below).


 


W  I  T
N  E  S  S  E  T  H:


 


WHEREAS,
pursuant to the Credit Agreement of even date herewith by and among Grantor,
the Lenders and Agent (as the same now exists or may from time to time be
amended, modified, supplemented, extended, renewed, restated or replaced, the “Credit
Agreement”; capitalized terms used herein and not defined shall have the
meanings assigned to them in the Credit Agreement), the Lenders have agreed (i)
on or about the date hereof, to provide to the Grantor term loans in the
aggregate principal amount of $15,500,000, and (ii) in each Lender’s sole and
absolute discretion, to from time to time provide Grantor with Discretionary
Credits in an aggregate principal amount not to exceed $20,000,000.


 


WHEREAS,
in order to induce Lenders to enter into the Credit Agreement and other Credit
Documents, Grantor has agreed to and by these presents does hereby execute this
Deed of Trust and hereby subjects the Mortgaged Property (as hereinafter
defined) to the lien of this Deed of Trust;


 


WHEREAS,
subject to earlier termination pursuant to the Credit Documents, the Notes  (as
hereinafter defined) have a maturity date of October 29, 2005;


 


NOW,
THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars
($10.00) in hand paid, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and also in consideration of
the notespurchase mentioned above, Grantor does hereby irrevocably GRANT,
BARGAIN, SELL, ALIEN, REMISE, RELEASE, CONVEY, ASSIGN AND CONFIRM unto Trustee,
her successors and assigns, with power of sale, all of Grantor’s estate, right,
title and interest in, to and under, and grants a


 

















 


security
interest in and lien upon, any and all of the following described property:


 


A.            the
real property or interests therein described in Exhibit A, attached
hereto and made a part hereof (hereinafter collectively referred to as the “Land”);


 


B.            the
leasehold estate and all other claims, rights, title, interest, privileges and
options of Grantor under and pursuant to the mineral claims, millsites, mineral
reservations, licenses, special uses, preference right leases, acquired land
mineral leases, development contracts, prospecting permits and applications,
other leaseholds, easements, rights of way and contract rights described in
Exhibit A (as from time to time amended, modified, supplemented, extended,
renewed or restated, individually and collectively, the “Master Leases”),
including, without limitation, all rights to possession, use or to mine or
prospect and the rights to give consents, modify, amend, extend, renew,
terminate or purchase, and all other present or future rights (including,
without limitation, all rights to purchase) of Grantor as lessee, permittee,
grantee or the like under all lease or other arrangements, whether written or
oral, affecting any real property or minerals in the County in which the Land
is located (collectively referred to as the “Interests”);


 


C.            all
metals and minerals which are on, in, under, upon, produced from or to be
produced from the Land and/or the Interests, including, without limiting the
generality of the foregoing, lead, zinc, copper, nickel, sulfur, silver, sulfur
dioxide, copper sulfide, sulfuric acid, coke, sodium sulfate and any
by-products resulting from the processing of the foregoing;


 


D.            any
and all buildings, covered garages, utility sheds, workrooms, air conditioning
towers, open parking areas, structures, ways, woods, waters, water courses,
easements, rights of way (public or private), and other improvements, and any
and all additions, alterations, betterments or appurtenances thereto, and all
privileges and other rights appurtenant thereto, now or at any time hereafter
situated, placed or constructed upon the Land or relating to the Interests, or
any part thereof, including, without limitation, all streets, roads and public
places used in connection with the Land, the Interests or any part thereof
(collectively referred to as the “Improvements”);


 


E.             all
materials, supplies, machinery, equipment, apparatus, appliances and other
items now owned or hereafter acquired by Grantor and now or hereafter attached
to, installed in, placed on, or used in connection with (temporarily or
permanently), any of the Land, Interests or the Improvements, including, but
not limited to, any and all partitions, dynamos, storm doors, window screens
and shades, drapes, rugs and other floor coverings, awnings, motors, engines,
boilers, furnaces, pipes, plumbing, cleaning, dust, garbage and refuse
removers, vermin and insect exclusion devices, drainage, call and sprinkler
systems, fire extinguishing apparatus and equipment, water tanks, heating,
ventilating, plumbing, laundry, incinerating, air conditioning and air cooling
equipment and systems, gas and electric machinery, air compressors,
transformers, welders, drills, presses, cranes, hoists, scrubbing units, fuel
and storage tanks, appurtenances, furniture, furnishings, dishwashers,
refrigerators and ranges, elevators, water, gas, electricity, storm and
sanitary sewer facilities and all other utilities, whether or not situated in
easements, and all other personal property, together with all accessions,
replacements, betterments, substitutions and changes for any of the foregoing
and the proceeds thereof (collectively referred to as the “Fixtures”);


 


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F.             any
and all present and future leases, subleases, licenses, concessions or other
agreements (written or verbal, now or hereafter in effect) which grant a
possessory or ownership interest in and to, or the right to use, occupy or
lease, all or any part of the Land, Interests, Improvements or Fixtures, and
all other present and future agreements, such as engineers’ contracts, utility
contracts, maintenance agreements and service contracts (including all of
Grantor’s rights, if any, under any contracts for the sale of any of the Land,
Interests, Improvements or Fixtures), which in any way relate to the use,
occupancy, leasing, operation, maintenance, enjoyment or ownership of all or
any portion of the Land, Interests, Improvements or Fixtures (collectively
referred to as the “Leases”);


 


G.            all
of the rents, issues, revenues, income, royalties, bonuses, rights, proceeds,
profits, security and other types of deposits and other benefits paid or
payable, due or accruing, by parties to the Leases other than Grantor
(collectively referred to as the “Rents”);


 


H.            licenses,
permits, approvals or other authorizations (federal, state and local) used or
useful in connection with or in any way relating to the Land, Interests,
Improvements, or the operation of Grantor’s business, if and only to the extent
that Grantor may legally assign the same hereunder;


 


I.              all
rights, privileges, tenements, hereditaments, rights-of-way, easements,
appendages, and appurtenances in any way pertaining to, and all right, title
and interest, if any, of Grantor, in and to any streets, ways, alleys, strips
or gores of land adjoining the Land or the Interests or any part thereof;


 


J.             all
betterments, improvements, additions, alterations, appurtenances,
substitutions, replacements and revisions pertaining to the items set forth in
Paragraphs A through G and I above, and all reversions and remainders therein;


 


K.            all
of Grantor’s right, title and interest in and to any awards, remunerations,
reimbursements, settlements or compensation heretofore made or hereafter to be
made by any governmental authority pertaining to the Land, Interests,
Improvements or Fixtures or any portion thereof, including, but not limited to,
those for any vacation of, or change of grade in, any streets affecting the
Land, Interests, Improvements or Fixtures, those for municipal utility district
or other utility costs incurred or deposits made in connection with the Land
and insurance proceeds in connection therewith;


 


L.             All
general intangibles and contract rights relating to the Mortgaged Property and
all reserves, deferred payments, deposits, refunds and claims of every kind
relating thereto;


 


M.           the
abstract of title covering the Land, all insurance policies covering the
Mortgaged Property or any portion thereof and all blueprints, plans, maps,
documents, books and records relating to the Mortgaged Property; and


 


N.            all
proceeds of the conversion, voluntary or involuntary, of any of the Mortgaged
Property into cash or liquidated claims.


 


The
items set forth in Paragraphs A through N above are sometimes hereinafter


 


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separately
referred to as the “Mortgaged Property” and this Deed of Trust is a
security agreement with respect to the Mortgaged Property; and to the extent
that the Mortgaged Property consists of goods which are, or are to become,
fixtures, this Deed of Trust is recorded as a fixture filing, with Grantor as
the debtor and Beneficiary as the secured party.


 


Grantor
makes the foregoing grant to Trustee to hold the Mortgaged Property in trust
for the benefit of Beneficiary and for the purposes and upon the terms and
conditions hereinafter set forth.


 


TO
HAVE AND TO HOLD the same, together with all the privileges and the
appurtenances thereunto belonging: in trust nevertheless, in case of default by
Grantor hereunder, then upon notice and demand in writing filed with Trustee to
the extent provided herein, or required by law, to foreclose this Deed of
Trust, and to sell and dispose of the Mortgaged Property (or any part thereof
as may be designated in the notice of such sale) and the right, title and
interest of Grantor therein in the matter as then may be provided by law and to
issue, execute, and deliver the Trustee’s certificate of purchase, trustee’s
deed or certificate of redemption, all as then may be provided by law. Trustee
shall, out of the proceeds or avails of such sale, after first paying and
retaining all fees, charges, the cost of making such sale and advertising the
Mortgaged Property, and attorneys’ fees and legal expenses as herein provided,
pay to Beneficiary the amount of the Obligations (as hereinafter defined),
including all monies advanced by Beneficiary for any purpose authorized herein
or by law with interest thereon at the default rate provided for in the Credit
Documents, rendering the surplus, if any, as provided by applicable law. The
sale or sales and such deed or deeds so made shall be a perpetual bar, both in
law and equity, against Grantor and all other persons claiming the Mortgaged
Property or any part thereof, by, from, through or under Grantor. The legal
holder of the Obligations may purchase the Mortgaged Property or any part
thereof; and it shall not be obligatory upon the purchaser or purchasers at any
such sale to see to the application of the purchase money. If a release deed is
required, Grantor hereby agrees to pay all the expenses thereof.


 


IN
TRUST HOWEVER, FOR THE PURPOSE OF SECURING, unto Beneficiary, its successors
and assigns in such order of priority as Beneficiary may elect, all now
existing and hereafter arising obligations, liabilities and indebtedness of
Grantor, any of its Subsidiaries or any other Obligor to any Lender or the
Beneficiary of every kind and description arising under this Deed of Trust, the
Credit Agreement, the other Credit Documents or by operation of law in
connection therewith, whether direct or indirect, absolute or contingent, joint
or several, secured or unsecured, due or not due, primary or secondary,
liquidated or unliquidated, whether arising before, during or after the initial
or any renewal term of the Credit Agreement, or after the commencement of any
case with respect to Grantor under the United States Bankruptcy Code or any
similar statute and whether incurred by Grantor as principal, surety, endorser,
guarantor or otherwise, and including, without limitation, all principal,
premium, interest, reimbursement obligations under Financial Hedge Agreements
provided by a Lender (or an Affiliate of a Lender) at the time of issuance
thereof, amounts provided for in Sections 3.3 and 9 of the Credit Agreement and
other fees, charges, indemnities, commissions, costs, expenses, and attorneys’
and accountants’ fees and expenses in connection with any of the foregoing
(collectively referred to as the “Obligations”), including, but not
limited to, (a) obligations, liabilities and indebtedness evidenced by, arising
under or related to the Notes due 2005, dated of even date herewith, issued


 


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by
Grantor in accordance with the Credit Agreement and payable to the order of
Lenders, in the original principal amount of $15,500,000 (as the same now exist
or may hereafter be amended, modified, supplemented, extended, renewed,
restated, substituted for or replaced, the “Notes”), (b) the Credit Obligations
and (c) all amounts referred to in Section 3.2 hereof.


 


PROVIDED, HOWEVER,
that if Grantor shall pay or cause to be paid to the Beneficiary all of the
Obligations, including the principal and interest, and any fees, charges, costs
or expenses related thereto, to become due thereupon at the time and in the
matter stipulated therein, and shall satisfy and perform all covenants
contained in the Credit Documents then, in such case, the estate, right, title
and interest of Trustee in the Mortgaged Property shall cease, determine and
become void, and upon proof being given to the satisfaction of Trustee that the
Obligations have been indefeasibly paid and satisfied, Trustee or Beneficiary,
as the case may be, shall, upon the receipt of the written request of Grantor
and at Grantor’s cost and expense, cancel, release and discharge this Deed of
Trust.


 


ARTICLE 1.

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Grantor
hereby unconditionally represents, warrants and covenants with and to Trustee
and Beneficiary as follows (which representations, warrants and covenants have
been and will continue to be relied upon by Beneficiary in making loans and
providing other financial accommodations to Grantor under the Credit
Documents):


 


1.1                                 Performance
of Credit Documents. 
Grantor shall perform and observe and shall comply with all provisions
of this Deed of Trust and the other Credit Documents.


 


1.2                                 General Representations, Warranties and Covenants. 
Grantor represents, warrants and covenants that:


 


(a)           Grantor is seized of an indefeasible estate in fee simple
in, and has good and absolute title to, the Land and has a good, merchantable
and insurable leasehold estate in the Interests, and has good right, full power
and lawful authority to mortgage and pledge the same  as provided herein and Beneficiary may at all times peaceably and
quietly enter upon, hold, occupy and enjoy the Mortgaged Property in accordance
with the terms hereof;


 


(b)           the Mortgaged Property is free and clear of all liens,
encumbrances and easements whatsoever except: (i) the liens permitted under
Section 6.7 of the Credit Agreement and (ii) those liens, encumbrances and
easements described in Exhibit B, attached hereto and made a part hereof
(the “Permitted Encumbrances”), which liens, encumbrances and easements
do not interfere with the use of the Mortgaged Property or the ordinary conduct
of Grantor’s business as presently, or proposed to be, conducted thereon and do
not impair the value of the affected property;


 


(c)           Grantor will maintain and preserve the lien of this Deed
of Trust as a first and prior lien, subject only to the Permitted Encumbrances,
until the obligations secured hereby have been indefeasibly paid in full;


 


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(d)           this Deed of Trust is a valid and binding obligation
enforceable in accordance with the terms contained herein, and the execution
and delivery hereof does not contravene any contract or agreement to which
Grantor is a party or by which Grantor or any of its properties may be bound
and does not contravene any law, order, decree, rule or regulation to which
Grantor or its assets and properties (including, but not limited to, the
Mortgaged Property) is subject;


 


(e)           all costs arising from construction of any improvements
and the purchase of all equipment located on the Mortgaged Property have been
paid, except to the extent any such equipment is purchased subject to any lien
permitted hereunder or under any of the other Credit Documents;


 


(f)            electric, gas, sewer, water facilities and any other
necessary utilities are as of the date hereof, available in sufficient capacity
to service the Mortgaged Property satisfactorily and Grantor shall at all times
hereafter take any action required to cause such utilities to be available in
sufficient capacity to service the Mortgaged Property satisfactorily, and any
easements necessary to the furnishing of such utility service to Grantor have
been obtained; and


 


(g)           the representations, warranties and covenants made by
Grantor and each guarantor of the Obligations (said guarantors being
hereinafter referred to jointly and severally as the “Guarantors”) in
the Credit Documents are incorporated herein by reference and made a part
hereof.


 


1.3                                 Representations, Warranties and Covenants with Respect to Master Leases.


 


(a)           Grantor represents, warrants and covenants that:


 


(i)            Grantor will
promptly pay when due and payable the fees, royalties, rentals, additional
rentals and other charges provided for under the terms and provisions of the
Master Leases;


 


(ii)           Grantor will
promptly perform and observe all of the terms, covenants and conditions
required to be performed and observed by Grantor under the Master Leases,
within the grace periods provided in the Master Leases or such lesser grace
periods as are provided in this Deed of Trust, and will do all things necessary
to preserve and to keep unimpaired its rights under the Master Leases and Grantor
will enforce the obligations of the lessor under the Master Leases, to the
extent that Grantor may enjoy all of the rights granted to it under the Master
Leases;


 


(iii)          Grantor will
promptly notify Beneficiary of any default by Grantor in the performance and
observance of any of the terms, covenants or conditions on the part of Grantor
to be performed or observed under the Master Leases;


 


(iv)          Grantor will: (A)
promptly notify Beneficiary of the receipt by Grantor of any notice from the
lessor under the Master Leases pursuant to the provisions thereof; and (B)
promptly cause a copy of each such notice received by Grantor from any lessor
under the


 


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Master
Leases to be delivered to Beneficiary;


 


(v)           Grantor will not,
without the prior consent of Beneficiary, terminate, cancel, modify, supplement
or surrender or suffer or permit any termination, modification or surrender of
the Master Leases and will not subordinate or consent to the subordination of
the Master Leases to any mortgage on the lessor’s interest in the property
demised by the Master Leases; provided, however, that
notwithstanding the foregoing, prior to the occurrence of 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, Grantor may modify the Master Leases from
time to time provided, however, that (A) such modifications do
not adversely affect the rights or materially increase the obligations or
liabilities of Grantor or any site thereunder or of the holder of any mortgage
on the leasehold estate created by the Master Leases, and (B) a true copy of
such modification is promptly delivered to Beneficiary, and, provided, further,
that, Grantor hereby assigns to Beneficiary, as additional collateral for
repayment of the Obligations, all of Grantor’s rights and privileges as lessee
under the Master Leases to terminate, cancel, surrender, modify, change,
supplement, extend, renew or amend the Master Leases, and any such termination,
cancellation, surrender, modification, change, supplement, extension, renewal
or amendment of the Master Leases without the prior written consent of
Beneficiary (except as hereinabove provided) shall, at Beneficiary’s option, be
void and of no force and effect;


 


(vi)          Grantor will, within
ten (10) days after demand from Beneficiary, obtain from the lessors under the
Master Leases and deliver to Beneficiary a certificate that the Master Leases
are unmodified and in full force and effect and the date to which the fees,
royalties, rentals, additional rentals and other charges payable thereunder
have been paid, and stating whether to the lessor’s knowledge Grantor is in
default in the performance of any covenants, agreements or conditions contained
in the Master Leases and, if so, specifying such default;


 


(vii)         the Master Leases
are valid and in full force and effect in accordance with their terms without
modification and no default under the Master Leases has occurred and is
continuing;


 


(viii)         the execution and
delivery of this Deed of Trust is permitted under the Master Leases;


 


(ix)           promptly upon the
request of Beneficiary, Grantor shall deliver to Beneficiary true, correct and
complete copies of all of the Master Leases;


 


(x)             as of the date
hereof, all of the fees, royalties, rentals, additional rentals and other
charges payable under the Master Leases prior to the date hereof have been
paid;


 


(xi)           in no event shall
Grantor do or permit to be done, or omit to do or permit the omission of, any
act or thing that would constitute grounds for the impairment, forfeiture or
termination of any Interests (in whole or in part) or in Grantor’s use thereof,
which in Beneficiary’s determination is beneficial to the operation of
Grantor’s business; and


 


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(xii)          if the term of any
of the Master Leases is scheduled to expire prior to the payment in full of the
Obligations and all interest and other charges thereon and Grantor has the
option to renew such term, Grantor shall effectively exercise such option and
deliver to Beneficiary proof of such exercise, at least thirty (30) days before
the expiration of the period during which such option may be exercised, and
Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact,
coupled with an interest to exercise any such options within such thirty (30)
day period if Beneficiary has not theretofore exercised same.


 


(b)           Grantor shall, upon written request of Beneficiary, cause
each fee owner of the Interests (including, without limitation, the State of
Missouri and the federal government, as applicable) to be properly notified in
writing of the assignment made or proposed to be made hereby and has obtained
or shall obtain, from each such owner whose consent is required, a consent to
assignment in a form satisfactory to Beneficiary.


 


(c)           No release or forbearance of any of Grantor’s obligations
in respect of any of the Interests, pursuant to the related Master Lease or
otherwise, to the extent any such release or forbearance would diminish or
otherwise impair the security of the Mortgaged Property, shall release Grantor
from any of its obligations under this Deed of Trust, including its obligations
with respect to the payment or the performance of all of the applicable terms,
provisions, covenants, conditions and agreements contained herein.


 


1.4           Compliance with Laws.  Grantor, at its cost and expense shall
promptly comply with all laws, orders, rules and regulations of any and all
governmental authorities and agencies having jurisdiction over the use or
occupancy of any part of the Mortgaged Property or the construction of any and
all improvements thereon, including without limitation, all building, zoning,
environmental, safety and health and sanitation laws, orders, rules and
regulations, subject to Section 1.8 hereof as to environmental matters. Grantor
shall promptly comply with any and all requirements of any insurer of any
portion of the Mortgaged Property and any and all rules and regulations of any
insurance commission or board of fire underwriters having jurisdiction over the
Mortgaged Property.  Grantor, at its
cost and expense, shall procure and continuously maintain in full force and
effect all permits, licenses and other authorizations required for construction
of improvements, for any permitted use of the Mortgaged Property or any part
thereof then being made and for the lawful and proper installation, operation
and maintenance of the premises. Grantor shall not use or permit to be used any
part of the Mortgaged Property for any unlawful, dangerous, noxious or
offensive use or business and will not cause or maintain any nuisance on the
Mortgaged Property. If Grantor receives notice from any Federal, State or other
governmental authority that it is not in compliance with any such law, order,
rule or regulation, Grantor will provide Beneficiary with a copy of such notice
promptly, subject to Section 1.8 hereof as to environmental matters.


 


1.5                                 Taxes and
Other Charges.


 


(a)           Taxes and Assessments.  Subject to the provisions of this Section 1.5, Grantor shall pay,
or cause to be paid, promptly when due and before penalty or interest accrue
thereon, all taxes, assessments, rates, dues, charges, fees, levies, fines,
impositions, liabilities, obligations and encumbrances of every kind
whatsoever, foreseen or unforeseen, ordinary or extraordinary, that now or at
any time hereafter may be imposed, levied or assessed upon or


 


8

















 


against the Mortgaged Property or any part thereof, or upon or against
this Deed of Trust or the Obligations secured hereby, or upon or against the
interest of Beneficiary in the Mortgaged Property, as well as all income taxes,
assessments and other governmental charges levied and imposed by the United
States of America or any state, county, municipality or other taxing authority
upon or against Grantor or in respect of the Mortgaged Property or any part
thereof; provided, however, that Grantor may, at its expense, in
good faith, by appropriate proceedings duly instituted and diligently
prosecuted (including without limitation payment of the asserted tax or
assessment under protest if such payment must be made in order to contest such
tax or assessment), contest the validity, applicability or amount of any
asserted tax or assessment. After written notice to Beneficiary, pending such
contest, Grantor shall not be deemed in default hereunder if on or before the
due date of the asserted tax or assessment Grantor establishes an escrow
acceptable to Beneficiary in an amount estimated by Beneficiary in its sole
discretion to be adequate to cover the payment of such tax or assessment with
interest, costs and penalties and an additional sum to cover possible interest,
costs and penalties (including for this purpose any escrow required to be
established by Grantor under applicable law, to the extent Beneficiary shall
determine that the amount of any such escrow is sufficient, in its sole
discretion); and, if the amount of such escrow is thereafter insufficient to
pay any amount adjudged by a court of competent jurisdiction to be due, with
all interest, costs and penalties thereon, Grantor shall pay such deficiency no
later than the date such judgment becomes final.


 


(b)           Mechanic’s and Other Liens.  Grantor shall not permit any mechanic’s or
other liens to be filed or to exist against the Mortgaged Property by reason of
work, labor, services or materials supplied or claimed to have been supplied
to, for or in connection with the Mortgaged Property or to Grantor or anyone
holding the Mortgaged Property or any part thereof through or under Grantor; provided,
however, that if any such lien shall at any time be filed, Grantor
shall, within thirty (30) days after notice of the filing thereof but subject
to the right of contest as set forth herein, cause the same to be discharged of
record by payment, deposit, bond, order of a court of competent jurisdiction,
or otherwise, subject to Section 1.8 hereof as to environmental matters.
Notwithstanding anything to the contrary contained herein, Grantor shall have
the right, at its own expense and after written notice to Beneficiary, by
appropriate proceedings duly instituted and diligently prosecuted, to contest
in good faith the validity, applicability or amount of any such lien if Grantor
establishes an escrow acceptable to Beneficiary in an amount estimated by
Beneficiary in its sole discretion to be adequate to cover the payment of the
amount being contested with interest, costs and penalties and an additional sum
to cover possible interest, costs and penalties (including for this purpose any
escrow required to be established by Grantor under applicable law, to the
extent Beneficiary shall determine that the amount of any such escrow is
sufficient, in its sole discretion); and, if the amount of such escrow is
insufficient to pay any amount adjudged by a court of competent jurisdiction to
be due, with all interest, costs and penalties thereon, Grantor shall pay such
deficiency no later than the date such judgment becomes final.


 


(c)           Taxes Affecting Beneficiary’s Interest.  If the federal, or any state, county, local,
municipal or other, government or any subdivision of any thereof having
jurisdiction, shall levy, assess or charge any tax (excepting therefrom any
income tax on Beneficiary’s receipt of interest payments on the principal
portion of the loan amounts), assessment, or imposition or other charge upon
this Deed of Trust, the Obligations, or any of the other Credit Documents, the


 


9

















 


interest of Beneficiary in the Mortgaged Property, or any of the
foregoing, or upon Beneficiary by reason of or as holder of any of the
foregoing, or shall at any time or times require revenue or other stamps to be
affixed to this Deed of Trust, the Obligations, or any of the other Credit
Documents, Grantor shall pay all such taxes, assessments, impositions or other
charges and stamps to or for Beneficiary as they become due and payable.


 


(d)           Tax Escrow. 
Notwithstanding anything to the contrary contained herein, in order to
secure the performance and discharge of Grantor’s obligations under this
Section 1.5, but not in lieu of such obligations, Grantor, upon Beneficiary’s
request at any time following (i) an Event of Default referred to in Section
8.1.1 or 8.1.5 through 8.1.12 of the Credit Agreement or (ii) an Event of
Default referred to in Section 8.1.2 or 8.1.3 of the Credit Agreement and
resulting from any failure by the Grantor or any of its Subsidiaries to comply
with Section 6.1, 6.3, 6.5, 6.9, 6.15, 6.16, 6.18 or 6.21 of the Credit
Agreement (each Event of Default described in the foregoing clause (i) or (ii)
is referred to as a “Trigger Default”), shall pay over to Beneficiary an
amount equal to one-twelfth (1/12th) of the next maturing annual taxes,
assessments and charges (which charges for purposes of this paragraph shall
include, without limitation, water and sewer rents) of the nature described in
this Section 1.5 for each month that has elapsed since the last date to which
such taxes, assessments and charges were paid; and Grantor shall, in addition,
upon Beneficiary’s request, pay over to Beneficiary together with each
installment on the Obligations sufficient funds (as estimated from time to time
by Beneficiary in its good faith discretion) to permit Beneficiary to pay when
due said taxes, assessments and charges. Upon Beneficiary’s request, Grantor
shall also deliver to Beneficiary such additional monies as are required to
make up any deficiencies in the amounts necessary to enable Beneficiary to pay
such taxes, assessments and similar charges. Such deposits shall not be, nor be
deemed to be, trust funds but may be commingled with the general funds of
Beneficiary and no interest shall be payable in respect thereof. At any time on
or after the occurrence of an Event of Default, Beneficiary may apply to the
reduction of the Obligations secured hereby, in such manner as Beneficiary
shall determine, any amount under this Section 1.5(d) remaining to Grantor’s
credit. Grantor shall not be required to pay to Beneficiary any amounts in
respect of taxes, assessments and charges under this subsection to the extent
Beneficiary has previously received from Grantor amounts sufficient to pay the
next maturing annual ad valorem taxes, assessments and charges.


 


(e)           No Credit Against the Obligations Secured Hereby.  Grantor shall not claim, demand or be
entitled to receive any credit, against the principal or interest payable on
the Obligations for so much of the taxes, assessments or similar impositions assessed
against the Mortgaged Property or any part thereof or that are applicable to
the Obligations secured hereby or to Beneficiary’s interest in the Mortgaged
Property. No deduction shall be claimed from the taxable value of the Mortgaged
Property or any part thereof by reason of the Obligations, this Deed of Trust
or any other instrument securing the Obligations.


 


(f)            Insurance.


 


(i)            Grantor shall at
its expense obtain for, deliver to, assign and maintain for the benefit of
Beneficiary, during the life of this Deed of Trust, insurance policies in such
amounts as Beneficiary may reasonably require, upon and relating to the
Mortgaged Property against personal injury and death, loss by fire, vandalism
and theft and such other


 


10

















 


insurable
hazards, casualties and contingencies (including without limitation loss of
rentals or business interruption), as are normally and usually covered by
extended coverage, all risk policies in effect where the Mortgaged Property is
located and such other risks as Beneficiary may specify from time to time and
including flood insurance in the maximum amount of coverage available if the
Mortgaged Property or any part thereof is in an area designated by the
Department of Housing and Urban Development, the Federal Insurance
Administration or other governmental agency as subject to special flood risks,
whether pursuant to the Flood Disaster Protection Act of 1973, any successor
statute or otherwise. Grantor shall pay promptly when due any premiums on such
insurance policies and on any renewals thereof. The form of such policies and
the companies issuing them shall be reasonably acceptable to Beneficiary. All
such policies and renewals thereof shall be held by Beneficiary and shall contain
a noncontributory standard mortgagee’s endorsement making losses payable to
Beneficiary as its interests may appear. Not less than thirty (30) days prior
to the expiration date of the insurance policies required to be maintained by
Grantor, Grantor shall deliver to Beneficiary one or more certificates of
insurance evidencing renewal of the insurance coverage required hereunder plus
such other evidence of payment of premiums therefor as Beneficiary may request.
In the event of loss, Grantor will give immediate written notice to Beneficiary
and Beneficiary may make proof of loss if not made promptly by Grantor. In the
event of the foreclosure of this Deed of Trust or any other transfer of title
to the Mortgaged Property in extinguishment of the Obligations secured hereby,
all right, title and interest of Grantor in and to all insurance policies and
renewals thereof then in force shall pass to the purchaser or grantee. All such
policies shall provide that (A) they shall not be subject to cancellation or substantial
modification without at least thirty (30) days prior written notice to
Beneficiary, (B) they shall not be invalidated as to any one insured by any act
or neglect of any other insured and (C) the insurance carrier waives
subrogation, if such waiver of subrogation can be obtained at rates which
Beneficiary determines to be commercially reasonable.


 


(ii)           Pursuant to its
rights granted hereunder in all proceeds from any insurance policies,
Beneficiary is hereby authorized and empowered (but not obligated), to act as
attorney-in-fact at its option in obtaining and adjusting, settling or
compromising any loss under any insurance policies on the Mortgaged Property.
Beneficiary is hereby authorized and empowered (but not obligated) to collect
and receive the proceeds from any insurance policies on the Mortgaged Property.
Each insurance company is hereby authorized and directed to make payment for
all such losses directly to Beneficiary alone and not to Grantor and
Beneficiary jointly. After deducting from such insurance proceeds any
reasonable expenses incurred by Beneficiary in the collection or handling of
such funds, at its option, Beneficiary may apply the net proceeds received at
any time either to the costs of repair or replacement of any of the Mortgaged
Property and/or to payment of any of the Obligations, whether or not due, in
any order and in such manner as Beneficiary, in its sole discretion, may
determine.


 


(iii)           In order to secure
the performance and discharge of Grantor’s obligations under this Section
1.5(f), but not in lieu of such obligations, Grantor, upon Beneficiary’s
request at any time following a Trigger Default, shall pay over to Beneficiary
an amount equal to one-twelfth (1/12th) of the next maturing annual insurance
premiums for each month that has elapsed since the last date to which such
premiums were paid; and Grantor shall, in addition, upon Beneficiary’s request,
pay over to Beneficiary sufficient funds (as estimated


 


11

















 


from
time to time by Beneficiary in its good faith discretion) to permit Beneficiary
to pay said premiums when due. Such deposits shall not be, nor be deemed to be,
trust funds but may be commingled with the general funds of Beneficiary, and no
interest shall be payable in respect thereof. Upon Beneficiary’s request,
Grantor shall also deliver to Beneficiary such additional monies as are
necessary to make up any deficiencies in the amounts necessary to enable
Beneficiary to pay such premiums when due. Grantor shall not be required to pay
to Beneficiary any amounts in respect of insurance premiums under this
subsection to the extent Beneficiary has previously received from Grantor
amounts sufficient to pay the next maturing annual insurance premiums.


 


(g)           Non-Impairment of Beneficiary’s Rights.  Nothing contained in either of Section
1.5(d) or Section 1.5(f)(iii) shall be deemed to affect any right or remedy of
Beneficiary under any provision of this Deed of Trust, the other Credit
Documents, or of any statute or rule of law to pay any amount required to be
paid by Section 1.5(a) and 1.5(f) and to add the amount so paid to the
Obligations hereby secured. The arrangements provided for in Sections 1.5(d)
and 1.5(f)(iii) are solely for the added protection of Beneficiary. In the
event Beneficiary elects to apply any amounts paid to it by or on behalf of
Grantor pursuant to Section 1.5(d) or Section 1.5(f)(iii) hereof in respect of
taxes or insurance premiums (but not any amounts established as reserves by
Beneficiary) to the Obligations, Beneficiary shall notify Grantor of such
election in a timely manner.


 


1.6           Condemnation. 
Grantor, immediately upon obtaining knowledge of the institution of any
proceedings for the condemnation of the Mortgaged Property, or any portion thereof,
shall notify Beneficiary that such proceedings are pending. Beneficiary shall
be entitled to all compensation awards, damages, claims, rights of action and
proceeds of, or on account of, any damage or taking through condemnation and is
hereby authorized, at its option to commence, appear in and prosecute in its
own or Grantor’s name any action or proceeding relating to any condemnation and
to settle or compromise any claim in connection therewith. Beneficiary is
hereby authorized to collect and receive said awards, damages and other
proceeds and to give proper receipts and acquittances therefor. All such
compensation awards, damages, claims, rights of action and proceeds, and any
other payments or relief, and the right thereto, are included in the Mortgaged
Property. After deducting therefrom all its reasonable expenses including
reasonable attorneys’ fees and reasonable legal expenses, at its option,
Beneficiary may apply the net proceeds received at any time either to the costs
of replacement of any of the Mortgaged Property and/or to payment of any of the
Obligations, whether or not then due, in any order and in such manner as
Lender, in its discretion, may determine. Grantor agrees to execute such
further assignments of any compensation awards, damages, claims, rights of
action and proceeds as Beneficiary may reasonably require.  Notwithstanding any such condemnation,
Grantor shall continue to pay interest, computed at the interest rate provided
in the Credit Documents, on the entire unpaid principal amount thereof.


 


1.7                                 Care of
Mortgaged Property.


 


(a)           Grantor shall preserve and maintain, or cause to be
preserved and maintained, the Mortgaged Property including all appurtenances
thereto in good repair and condition and in compliance with the requirements,
if any, of any encumbrances permitted hereunder, at its own cost, and will from
time to time make, or cause to be made, all repairs,


 


12

















 


replacements, renewals and payments necessary to continue to maintain
the Mortgaged Property in such state of repair, condition and compliance.
Grantor shall not permit, commit or suffer any waste, impairment or
deterioration of the Mortgaged Property or of any part thereof, ordinary wear
and tear excepted and except to the extent that the removal of minerals by
Grantor in the ordinary course of its business may impair or reduce the value
of the Mortgaged Property as a result of the removal of such minerals, subject
to Section 1.8 hereof as to environmental matters.


 


(b)           Except as otherwise provided in this Deed of Trust, no
part of the Mortgaged Property shall be removed, demolished or altered, without
the prior written consent of Beneficiary and provided that such removal,
demolition or alteration does not result in a material diminution in the value
of the Mortgaged Property or any portion thereof, or impair the use of the
remaining Mortgaged Property in any material respect, subject to Section 1.8
hereof as to environmental matters, except to the extent that the removal by
Grantor of minerals from the Mortgaged Property in the ordinary course of the
business of Grantor may result in the material diminution in the value of the
Mortgaged Property. Grantor shall have the right, without such consent, to
remove and dispose of free from the lien of this Deed of Trust any part of the
Mortgaged Property as from time to time may become worn out or obsolete
provided that, either simultaneously with or prior to such removal, any such
property shall be replaced with other property of equal utility and of a value
at least equal to that of the replaced equipment when first acquired and free
from any security interest of any other person, except to the extent any
property is purchased subject to liens otherwise permitted hereunder or under
the other Credit Documents. Any such substituted property shall be deemed to be
part of the Mortgaged Property and shall be subject to the lien of this Deed of
Trust.


 


(c)           Beneficiary or its representatives shall at all reasonable
times have free access to and right of inspection of the Mortgaged Property
upon prior notice to Grantor at all reasonable times prior to an Event of
Default and at any time without notice to Grantor after an Event of Default.


 


(d)           Except as otherwise provided herein, if any part of the
Mortgaged Property shall be lost, damaged or destroyed by fire or any other
cause, Grantor shall give immediate written notice thereof to Beneficiary and
shall promptly restore the Mortgaged Property to the equivalent of its
condition immediately preceding such loss damage or destruction regardless of
whether or not there shall be any insurance proceeds therefor. If all or a part
of the Mortgaged Property shall be lost, physically damaged, or destroyed
through condemnation, Grantor shall promptly restore, repair or alter the
remaining property in a manner satisfactory to Beneficiary, except as
Beneficiary may otherwise agree or if Grantor furnishes additional collateral
acceptable to Beneficiary of equal or greater value than said Mortgaged Property
prior to it being lost, physically damaged or destroyed. The removal of
minerals by Grantor from the Mortgaged Property in the ordinary course of its
business shall not constitute loss or damage to the Mortgaged Property for
purposes of this Section 1.7.


 


1.8           Environmental
Matters.  As long as any Credit
Obligation remains outstanding, Grantor shall comply with all applicable
obligations and covenants contained in the Environmental Compliance and
Indemnity Agreement of even date herewith, executed by the Grantor and The
Buick Resource Recycling Facility, LLC.


 


13

















 


1.9           Further Assurances.  At any time and from time to time, as long as any Credit
Obligation remains outstanding, upon Beneficiary’s reasonable good faith
request, Grantor shall make, execute and deliver, or cause to be made, executed
and delivered, to Beneficiary and where appropriate shall cause to be recorded
or filed, and from time to time thereafter to be re-recorded and re-filed at
such time and in such offices and places as shall be deemed desirable by
Beneficiary, at Grantor’s cost and expense, any and all such further deeds of
trust, deeds to secure debt, mortgages, security agreements, financing
statements, instruments, notices of assignments, transfers and assurances
(including without limitation any and all acts necessary to notify and obtain
the consent of the State of Missouri (“Missouri”) and the Bureau of Land
Management (the “BLM”) of the Federal government and any other
governmental agency having jurisdiction with respect to the collateral
assignment of the Interests pursuant to this Deed of Trust and to any
subsequent assignment to a purchaser of such Interests at any public or private
sale thereof pursuant to the terms of the Credit Documents) and other documents
as Beneficiary shall from time to time require, for the better assuring,
conveying, assigning, transferring, hypothecating, pledging, perfecting and
confirming unto Trustee the property and rights hereby conveyed or assigned or
intended now or hereafter so to be, or which Grantor may be or may hereafter
become bound to convey or assign to Trustee or Beneficiary, or for carrying out
the intention of or facilitating the performance of the terms of this Deed of
Trust, or for filing, registering or recording this Deed of Trust or for
subjecting any portion of the Mortgaged Property to the lien or security
interest hereof with the priority required therefor hereunder. So long as any
Credit Obligation remains outstanding, Grantor hereby irrevocably appoints
Trustee and Beneficiary and each of them to be its attorney for and in its name
and on its behalf for such purposes, and generally to use its name in the
exercise of all or any of the powers hereby conferred on Trustee or Beneficiary
with full power of substitution, and specifically to execute in its name and on
its behalf all instruments, including assignments of the Interests, required to
obtain the consent, approval or authorization of Missouri and the BLM and any
other governmental agency having jurisdiction with respect to the collateral
assignment of the Interests pursuant hereto. The power and authority hereby
given and granted by Grantor to Trustee and Beneficiary shall be deemed coupled
with an interest and shall not be revocable by Grantor.


 


1.10                           Security Agreements and Financing Statements.


 


(a)           Grantor (as Debtor) hereby grants to Beneficiary (as
Secured Party) a security interest in and continuing lien upon all fixtures,
machinery, appliances, equipment, furniture and personal property of every
nature whatsoever constituting part of the Mortgaged Property.


 


(b)           Grantor shall execute any and all such documents,
including without limitation, financing statements pursuant to the Uniform
Commercial Code of Missouri, as Beneficiary may request, to preserve and
maintain the priority of the lien created hereby on property which may be
deemed personal property or fixtures, and shall pay to Beneficiary on demand
any expenses incurred by Beneficiary in connection with the preparation,
execution, authorization and filing of any such documents. Grantor hereby
authorizes and empowers Beneficiary, on Grantor’s behalf, to execute,
authenticate and file, in any manner permitted under the Uniform Commercial
Code, including electronic filing, all financing statements and re-filings and
continuations thereof as Beneficiary deems necessary or advisable to create,
perfect,


 


14

















 


preserve and protect said lien. When and if Grantor and Beneficiary shall
respectively become the Debtor and Secured Party in any Uniform Commercial Code
financing statement affecting the Mortgaged Property, this Deed of Trust shall
be deemed a security agreement as defined in said Uniform Commercial Code and
the remedies for any violation of the covenants, terms and conditions of the
agreements herein contained shall be (i) as prescribed herein and in the other
Credit Documents, (ii) by general law, or (iii) as to such part of the security
which is also reflected in said financing statement by the specific statutory
consequences now or hereafter enacted and specified in the Uniform Commercial
Code, all at Beneficiary’s election.


 


(c)           Grantor and Beneficiary agree that the filing of a
financing statement in the records normally having to do with personal property
shall never be construed as in any way derogating from or impairing the express
declaration and intention of the parties hereto, hereinabove stated, that
everything used in connection with the production of income from the Mortgaged
Property and/or adapted for use therein and/or which is described or reflected
in this Deed of Trust is, and at all times and for all purposes and in all
proceedings both legal or equitable, shall be regarded as part of the real
estate encumbered by this Deed of Trust irrespective of whether (i) any such
item is physically attached to the Improvements, (ii) serial numbers are used
for the better identification of certain equipment items capable of being thus
identified in a recital contained herein or in any list filed with Beneficiary,
or (iii) any such item is referred to or reflected in any such financing
statement so filed at any time. Similarly, the mention in any such financing
statement of (A) rights in or to the proceeds of any fire and/or hazard
insurance policy, or (B) any award in eminent domain proceedings for a taking
or for loss of value, or (C) Grantor’s interest as lessor in any present or
future lease or rights to income growing out of the use and/or occupancy of the
Mortgaged Property, whether pursuant to lease or otherwise, shall never be
construed as in anyway altering any of the rights of Beneficiary as determined
by this instrument or impugning the priority of Beneficiary’s lien granted
hereby or by any other recorded document, but such mention in the financing
statement is declared to be for the protection of Beneficiary in the event any
court or judge shall at any time hold with respect to (A), (B) and (C) that
notice of Beneficiary’s priority of interest to be effective against a
particular class of persons, including but not limited to the Federal
government and any subdivisions or entity of the Federal government, must be
filed in the Uniform Commercial Code records.


 


1.11         After-Acquired Mortgaged Property.  To the extent permitted by and subject to
applicable law, the lien of this Deed of Trust will automatically attach,
without further act, to all after-acquired property located in or on, or
attached to, or used or intended to be used in connection with, or with the operation
of, the Mortgaged Property or any part thereof.


 


1.12                           Expenses.


 


(a)           Grantor shall promptly pay all appraisal fees,
environmental assessment and audit fees, recording fees, taxes, brokerage fees
and commissions, abstract fees, title policy fees, escrow fees, attorneys’ and
paralegals’ fees and expenses, court costs, and all other costs and expenses of
every character which have been incurred or which may hereafter be incurred by
the Trustee or Beneficiary in connection with: (i) the preparation and execution
of the Credit Documents; (ii) the funding of its loans; (iii) upon an Event of
Default, preparation for enforcement of its Credit Documents, whether or not
suit or other action is actually commenced


 


15

















 


or undertaken; (iv) enforcement of the Credit Documents; (v) court or
administrative proceedings of any kind to which Beneficiary may be a party,
either as plaintiff or defendant, by reason of the Credit Documents; (vi)
preparation for and actions taken in connection with Beneficiary’s taking
possession of the Mortgaged Property; (vii) negotiations with Grantor,
Guarantors or any of their respective agents in connection with the existence
or cure of any Event of Default; (viii) any proposed refinancing by Beneficiary
of the Obligations secured hereby; (ix) the transfer of the Mortgaged Property
in lieu of foreclosure; and (x) the approval by Beneficiary of actions taken or
proposed to be taken by Grantor, Guarantors or other person or entity which approval
is required by the terms of this Deed of Trust. Grantor shall, upon demand by
Beneficiary, reimburse Beneficiary for all such expenses which have been
incurred or which shall be incurred by it.


 


(b)           Grantor shall indemnify and hold harmless Beneficiary from
and against, and reimburse it for, all claims, demands, liabilities, losses,
damages, judgments, penalties, costs and expenses (including, without
limitation, attorneys’ fees and legal expenses) (all of the foregoing,
collectively, the “Indemnified Liabilities”) which may be imposed upon,
asserted against, or incurred or paid by it by reason of, on account of or in
connection with any bodily injury or death or property damage occurring in or
upon or in the vicinity of the Mortgaged Property through any cause whatsoever
or asserted against it on account of any act performed or omitted to be
performed thereunder or on account of any transaction arising out of or in any
way connected with the Mortgaged Property, or with this Deed of Trust;
provided, however, that Grantor shall have no obligation hereunder to
Beneficiary for that portion of any Indemnified Liabilities that is determined
in a final non-appealable judgment by a court of competent jurisdiction to have
been caused solely by the gross negligence or willful misconduct of
Beneficiary.


 


(c)           All amounts, expenses, costs and liabilities incurred or
arising under Paragraphs (a) and (b) of this Section 1.12 shall together be
known as the “Expenses”.  If Grantor
fails to pay any of the Expenses referred to in Section 1.12 (a), Beneficiary
may pay any amount due under Section 1.12 (a) and add the amounts so paid to
the Obligations hereby secured.  If
Grantor fails to reimburse Beneficiary for any of the Expenses referred to in
Section 1.12 (b), Beneficiary may add the amounts owing by Grantor under
Section 1.12 (b) to the Obligations hereby secured.  Beneficiary shall notify Grantor of its election to exercise its
rights under this Section 1.12 (c), in a timely manner.


 


1.13                           Transfer or Further Encumbrance of the Mortgaged Property.


 


(a)           Except as provided in and contemplated by the Asset
Transfer Agreement, of even date herewith between Grantor and the Buick
Resource Recycling Facility, LLC and in Sections 6.10 and 6.19 of the Credit
Agreement, Grantor may not sell, convey, assign or otherwise dispose of all or
any part of the Mortgaged Property.  In
the event of any sale, conveyance, transfer, lease, pledge or further
encumbrance of the Mortgaged Property or any interest in or any part of the
Mortgaged Property, or any further assignment of rents (other than encumbrances
subject to the right of Grantor to contest such encumbrances as permitted under
Section 1.5 hereof and the Permitted Encumbrances), at Beneficiary’s option,
Beneficiary may declare all Obligations of Grantor to be due and payable
immediately without demand or notice.


 


16

















 


(b)           In the event ownership of the Mortgaged Property, or any
part thereof, becomes vested in a person, persons or an entity or entities
other than Grantor, without the prior written approval of Beneficiary,
Beneficiary may, without notice to the Grantor, waive such default and deal
with such successor or successors in interest with reference to the Deed of
Trust, and the Obligations in the same manner as with Grantor, without in any
way releasing, discharging or otherwise affecting the liability of Grantor
hereunder or the Obligations. No sale of the Mortgaged Property shall in any
way whatsoever operate to release, discharge, modify, change or affect the
original liability of Grantor herein, either in whole or in part, nor shall the
full force and effect of this lien be altered thereby. Any deed conveying the
Mortgaged Property, or any part thereof, shall, at Beneficiary’s option,
provide that the grantee thereunder assumes all of the Grantor’s obligations
under the Deed of Trust, the Obligations and all other instruments or
agreements evidencing or securing the repayment of the Obligations. In the
event such deed shall not contain such assumption, the grantee under such deed
shall nevertheless be deemed to have assumed such obligations by acquiring the
Mortgaged Property or such portion thereof subject to the Deed of Trust.


 


1.14                           Assignment of Rents and Leases.


 


(a)           Assignment. 
For and in consideration of the sum of Ten and 00/100 Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and in order to secure the full, timely and
indefeasible payment, performance and discharge of the Obligations, Grantor
does hereby GRANT, BARGAIN, SELL and CONVEY absolutely unto Beneficiary the
Leases and the Rents, subject only to the Permitted Encumbrances, if any,
applicable thereto. It is the intent of the parties that no conflict exist
between the absolute assignment contained in this Section 1.14 and the
collateral conveyance contained in the granting clause of this Deed of Trust.
However, if and to the extent any such conflict be perceived to exist as to the
Leases or the Rents, such conflict shall be resolved in favor of the absolute
assignment contained in this Section 1.14. The assignment contained herein
shall be fully operative without any further action on the part of either party
and specifically, Beneficiary shall be entitled, at its option, at any time on
or after the occurrence of an Event of Default to all Rents and Leases, whether
or not Beneficiary takes possession of such property. The foregoing provisions
hereof shall constitute an absolute and present assignment of the Leases and
Rents, subject, however, to the License (as defined below) given to Grantor
provided for below; and the existence or exercise of such right of Grantor
shall not operate to subordinate this assignment to any subsequent assignment,
in whole or in part, by Grantor, and any such subsequent assignment by Grantor
shall be subject to the rights of Beneficiary hereunder. Such assignment and
grant shall continue in effect until the Obligations secured hereby are
indefeasibly paid in full, the execution of this Deed of Trust constituting and
evidencing the irrevocable consent of Grantor to the entry upon and taking
possession of the Mortgaged Property by Beneficiary pursuant to such grant,
whether or not foreclosure has been instituted. Neither the exercise of any
rights under this Section 1.14 by Beneficiary nor the application of any Rents
or other benefits to the Obligations secured hereby, shall cure or waive any
default or notice of default hereunder or invalidate any act done pursuant
hereto or to any such notice, but shall be cumulative of all other rights and
remedies.


 


(b)           Additional Rights and Grantor’s Limited License.  Grantor hereby further


 


17

















 


grants to Beneficiary the right (i) to enter upon and take possession
of the Mortgaged Property for the purpose of collecting the Rents and other
benefits, (ii) to dispossess by the usual summary proceedings any tenant
defaulting in the payment thereof to Beneficiary, (iii) to let the Mortgaged Property
or any part thereof, and (iv) to apply Rents and other benefits, after payment
of all necessary charges and expenses, on account of the Obligations secured
hereby; provided, however, that Beneficiary hereby grants to
Grantor a limited license (the “License”), nonexclusive with the rights
of Beneficiary, to exercise and enjoy all incidences of ownership of the Leases
and the Rents, including, without limitation, the right to collect, demand, sue
for, attach, levy, recover and receive the Rents, so long as no Event of
Default has occurred hereunder. Upon the occurrence of any such Event of
Default, the License hereby given to Grantor shall terminate and such License
shall not be reinstated upon a cure of such Event of Default without
Beneficiary’s specific written consent.


 


(c)           Enforcement of Leases.


 


(i)            So long as the
License is in effect, Grantor shall (A) duly and punctually perform and comply
with any and all representations, warranties, covenants and agreements
expressed as binding on it under any Lease, (B) maintain each of the Leases in
full force and effect during the term thereof, (C) appear in and defend any
action or proceeding in any manner connected with any of the Leases, (D)
deliver to Beneficiary execution counterparts of all Leases promptly upon
Beneficiary’s request, and (E) deliver to Beneficiary such further information,
and execute and deliver to Beneficiary such further assurances and assignments,
with respect to the Leases as Beneficiary may from time to time request.


 


(ii)           Without Beneficiary’s
prior written consent, so long as the License is in effect, Grantor shall not
(A) do or knowingly permit to be done anything to impair the value of any of
the Leases, (B) accept deposits to exceed one (1) month’s rent for any one
lessee,  (C)
collect any of the Rent more than thirty (30) days in advance of the time when
the same becomes due under the terms of any Lease, (D) discount any future
accruing Rent, (E) amend, modify or terminate any Lease or (F) assign or grant
a security interest in or to the License or any of the Leases.


 


(d)           Remedies. 
Upon or at any time after the occurrence of any Event of Default,
Beneficiary, at its option and in addition to the remedies provided in Article
3 hereof, shall have the complete, continuing and absolute right, power and
authority to terminate the License. Thereafter, Beneficiary shall have the
exclusive right, power and authority (but not the obligation) regardless of
whether a foreclosure sale of the remainder of the Mortgaged Property has
occurred under this Deed of Trust, or whether Beneficiary has taken possession
of the remainder of the Mortgaged Property or attempted to do any of the same
(but not the obligation) to collect, demand, sue for, attach, levy, recover and
receive any Rent, to give proper receipts, releases and acquittances therefor
and, after deducting the expenses of collection, to apply the net proceeds
thereof as a credit upon any portion of the Obligations selected by
Beneficiary, notwithstanding that such portion selected may not then be due and
payable or that such portion is otherwise adequately secured. Grantor hereby
authorizes and directs any lessee of the Mortgaged Property to deliver any such
payment to, and otherwise to attorn all other obligations under the Leases
direct to, Beneficiary. Grantor hereby ratifies and confirms all that
Beneficiary shall do or cause to be done by virtue of this Section 1.14. No
lessee shall be required to inquire


 


18

















 


into the authority of Beneficiary to collect any rent, and any lessee’s
obligation to Grantor shall be absolutely discharged to the extent of its
payment to Beneficiary. No action referred to in this Section 1.14 taken by
Beneficiary shall constitute an election of remedy.


 


(e)           No Obligation of Beneficiary.  Neither the acceptance by Beneficiary of the
assignment granted in this Section 1.14, nor the granting of any other right,
power, privilege or authority in this Section 1.14 or elsewhere in the Deed of
Trust, nor the exercise of any of the aforesaid, shall (i) prior to the actual
taking of physical possession and operational control of the Mortgaged Property
by Beneficiary, be deemed to constitute Beneficiary as a “mortgagee in
possession” or (ii) at any time thereafter, obligate Beneficiary (A) to appear
in or defend any action or proceeding relating to the Leases, the Rents or the
remainder of the Mortgaged Property, (B) to take any action hereunder, (C) to
expend any money or incur any expenses or perform or discharge any obligation,
duty or liability with respect to any lessee of the Mortgaged Property, (D) to
assume any obligation or responsibility for any deposits which are not
physically delivered to Beneficiary or (E) for any injury or damage to person
or property sustained in or about the Mortgaged Property.


 


(f)            No Merger of Estates.  So long as any part of the Obligations secured hereby remain
unpaid and undischarged, unless Beneficiary shall otherwise consent, the fee
title to the Land and the leasehold estate in the Interests subject to the
Master Leases shall not merge but rather shall remain separate and distinct,
notwithstanding the union of such estates either in Grantor, Beneficiary, the
lessor, or the lessee under the Master Leases or any third party by purchase or
otherwise. Grantor further covenants and agrees that, in case it shall acquire
the fee title, or any other estate, title or interest in the Land, the
Interests or any part thereof, covered by the Master Leases, this Deed of Trust
shall attach to and cover and be a lien upon such other estate so acquired, and
such other estate so acquired by Grantor shall be considered as granted and
released, assigned, transferred, mortgaged, pledged and set over unto
Beneficiary and the lien hereof spread to cover such estate with the same force
and effect as though specifically herein granted and released, assigned,
conveyed, transferred, mortgaged, pledged and set over to Beneficiary, subject
only to any liens or encumbrances then affecting such fee interest or other
estate.


 


ARTICLE 2.

EVENTS OF DEFAULT


 


All
obligations shall become immediately due and payable, without notice or demand,
at the option of Beneficiary, upon the occurrence of any one or more of the
Events of Default as defined in the Credit Agreement (each an “Event of
Default” hereunder).


 


ARTICLE 3.

REMEDIES


 


3.1           Acceleration. 
At any time on or after the occurrence of an Event of Default,
Beneficiary may, at its option, declare the then unpaid principal balance of
the Obligations, the accrued interest and any other Obligations to be
immediately due and payable, without further notice, presentment, protest,
demand or action of any nature whatsoever (each of which hereby is


 


19

















 


expressly waived by Grantor), whereupon the same shall become
immediately due and payable, time being of the essence in this Deed of Trust.


 


3.2                                 Termination
of License and/or Entry on Mortgaged Property.


 


(a)           At any time on or after the occurrence of an Event of
Default, Beneficiary or Trustee, personally or by their agents or attorneys,
may demand that Grantor shall forthwith surrender to Beneficiary the actual
possession of all or any part of the Mortgaged Property, and/or terminate the
License granted to Grantor in Section 1.14 hereof to receive the Rents and, to
the extent permitted by law, enter and take possession of all or part of the
Mortgaged Property or each and every part thereof without the appointment of a
receiver, or an application therefor, and exclude Grantor and its agents and
employees and all other persons and entities and property wholly therefrom, and
have all necessary access to the books, papers, records and accounts of the
Grantor.


 


(b)           If Grantor shall for any reason fail to surrender or
deliver the Mortgaged Property or any part thereof after such demand by
Beneficiary, Beneficiary may obtain a judgment or decree conferring upon the
Beneficiary the right to immediate possession or requiring Grantor to deliver
immediate possession of the Mortgaged Property to Beneficiary, and Grantor
hereby specifically covenants and agrees that Grantor shall not oppose, contest
or otherwise hinder Beneficiary in any action or proceeding by Beneficiary to
obtain such judgment or decree. Grantor shall pay to Beneficiary or Trustee,
upon demand, all reasonable expenses of obtaining such judgment or decree,
including reasonable compensation to Beneficiary or Trustee, their respective,
its attorneys and agents and paralegals, and all such expenses and compensation
shall, until paid, become part of the Obligations and shall be secured by the
Deed of Trust.


 


(c)           Upon every such entering upon or taking of possession,
Beneficiary or Trustee (as applicable) may hold, store, use, operate, manage
and control the Mortgaged Property and conduct the business thereof, and
exercise all rights and powers of the Grantor with respect thereto as
Beneficiary shall deem best and, from time to time, at the reasonable expense
of the Grantor, (i) make all necessary or proper repairs, renewals,
replacements, additions, betterments and improvements thereto and thereon and
maintain the Mortgaged Property and purchase or otherwise acquire additional
fixtures, personalty and other property, complete the construction of any
Improvements and make any changes to the Improvements as it may deem desirable,
(ii) insure or keep the Mortgaged Property insured, (iii) manage and operate
the Mortgaged Property and exercise all the rights and powers of Grantor to the
same extent as Grantor could in its own name or otherwise act with respect to
the same, and (iv) enter into any and all agreements with respect to the
exercise by others of any of the powers herein granted to Beneficiary, all as
Beneficiary from time to time may determine to be in its best interest. Whether
or not Beneficiary or Trustee has obtained possession of the Mortgaged
Property, upon the termination of the License, Beneficiary may collect, sue for
and receive all the Rents and other issues, profits and revenues from the
Mortgaged Property, including those past due as well as those accruing
thereafter. Anything in the Deed of Trust to the contrary notwithstanding,
Beneficiary shall not be obligated to discharge or perform the duties of the
landlord to any tenant or lessee of the Mortgaged Property or incur any liability
as the result of any exercise by Beneficiary of its rights under the Deed of
Trust, and Beneficiary shall be liable to account only for the Rents actually
received by Beneficiary.


 


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(d)           Whether or not Beneficiary takes possession of the
Mortgaged Property, at any time on or after an Event of Default, Beneficiary
may make, modify, enforce, cancel or accept surrender of any Lease, remove and
evict any lessee, increase or decrease Rents under any Lease, appear in and
defend any action or proceeding purporting to affect the Mortgaged Property,
and perform and discharge each and every obligation, covenant and agreement by
Grantor contained in any Lease. Neither the entering upon and taking possession
of the Mortgaged Property, nor the collection of any Rents and the application
thereof as aforesaid, shall cure or waive any Event of Default theretofore or
thereafter occurring, or affect any notice of an Event of Default hereunder or
invalidate any act done pursuant to any such notice. Beneficiary shall not be
liable to Grantor, anyone claiming under or through Grantor, or anyone having
an interest in the Mortgaged Property, by reason of anything done or left
undone by Beneficiary hereunder. Nothing contained in this Section 3.2 shall
require Beneficiary to incur any expense or do any act. If the Rents are not
sufficient to meet the costs of taking control of and managing the Mortgaged
Property and/or collecting the Rents, any funds expended by Beneficiary for such
purpose shall become Obligations of Grantor to Beneficiary secured by the Deed
of Trust. Such amounts, together with interest at the default rate as set forth
in the Credit Agreement (the “Default Rate”) and attorneys’ fees, if
applicable, shall be immediately due and payable. Notwithstanding Beneficiary’s
continuance in possession or receipt and application of Rents, Beneficiary
shall be entitled to exercise every right provided for in the Deed of Trust,
the Credit Documents or by law upon or after the occurrence of an Event of
Default. Any of the actions referred to in this Section 3.2 may be taken by
Beneficiary at such time as Beneficiary is so entitled, without regard to the
adequacy of any security for the Obligations.


 


(e)           In the event that all interest, deposits and principal
installments and other Obligations shall be paid and all Events of Default
shall be cured, and as a result thereof Beneficiary surrenders possession of
the Mortgaged Property to Grantor, the same rights herein given to Beneficiary
shall continue to exist if any subsequent Events of Default shall occur.


 


3.3                                 Foreclosure,
Sale and Other Remedies.


 


(a)           At any time on or after the occurrence of an Event of
Default, Beneficiary or Trustee (as applicable), with or without entry, personally
or by its or his agents or attorneys, may: 
(i) sell the Mortgaged Property or any part thereof at one or more
public sales, either in  mass or in parcels, at public venue to the
highest bidder for cash at the place customary for foreclosure sales in the
County, first giving notice of such sale (as prescribed by statute) in a
newspaper of common circulation published in the County and delivering a copy
of said notice to Grantor and any person who has filed a request for notice, by
United States mail, postage prepaid, certified or registered, return receipt
requested, delivered to addressee only; and upon such sale, execute and deliver
a deed or deeds conveying all estate, right, title and interest, claim and
demand therein, and right of redemption thereof, at one or more sales as an
entity or in parcels; and/or (ii) institute proceedings for the complete or
partial foreclosure of this Deed of Trust; and/or (iii) upon application to a
court of competent jurisdiction, Beneficiary shall be entitled as a matter of
strict right without notice and without regard to the sufficiency or value of
any security for the Obligations secured hereby or the solvency of any party
bound for its payment, to appoint a receiver to take possession of and to
operate the Mortgaged Property or any part thereof and to collect and apply the
income, rents, issues, profits and revenues thereof.


 


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The receiver shall have all of the rights and powers permitted under
the laws of the state within which the Mortgaged Property is located. Grantor
shall pay to Beneficiary upon demand all expenses, including receiver’s fees,
attorneys’ fees, costs and agent’s compensation incurred pursuant to the
provisions of this paragraph, to the extent permitted by law; and all such
expenses shall be secured by this Deed of Trust; and/or (iv) take such steps to
protect and enforce its rights whether by action, suit or proceeding in equity
or at law for the specific performance of any covenant, condition or agreement
in this Deed of Trust or the other Credit Documents, or in aid of the execution
of any power herein granted, or for any foreclosure hereunder, or for the
enforcement of any other appropriate legal or equitable remedy or otherwise as
the Beneficiary shall elect.


 


(b)           Upon the completion of any sale or sales made by Trustee
under or by virtue of this Section, Trustee, or an officer of any court
empowered to do so, shall execute and deliver to the accepted purchaser or
purchasers a good and sufficient instrument, or good and sufficient
instruments, conveying, assigning and transferring all estate, right, title and
interest in and to the property and rights sold. Trustee is hereby appointed
the true and irrevocable lawful attorney of Grantor, in its name and stead, to
make all necessary conveyances, assignments, transfers and deliveries of the
Mortgaged Property and rights so sold, and for that purpose the Trustee may
execute all necessary instruments of conveyance, assignment and transfer, and
may substitute one or more persons with like power, Grantor hereby ratifying
and confirming all that its said attorney, or such substitute or substitutes,
shall lawfully do by virtue hereof. This power of attorney shall be deemed to
be a power coupled with an interest and not subject to revocation.
Nevertheless, Grantor, if so requested by Trustee, shall ratify and confirm any
such sale or sales by executing and delivering to Trustee or to such purchaser
or purchasers all such instruments as may be advisable, in the judgment of
Trustee, for the purpose, and as may be designated in such request. Any such
sale or sales made under or by virtue of this section whether made under the
power of sale herein granted or under or by virtue of judicial proceedings or
of a judgment or decree of foreclosure and sale, shall operate to divest all
the estate, right, title, interest, claim and demand whatsoever, whether at law
or in equity, of Grantor in and to the properties and rights so sold, and shall
be perpetual bar both at law and in equity against Grantor and against any and
all persons claiming in equity against Grantor and against any and all person
claiming or who may claim the same, or any part thereof from, through or under
Grantor.


 


(c)           Trustee hereby lets the Mortgaged Property to Grantor
until a sale is held under the foregoing provisions therefor, or until a
default or defaults in any of the terms, covenants, and conditions of this Deed
of Trust, the Credit Agreement or any of the other Credit Documents upon the
following terms and conditions, to-wit: Grantor and every and all persons
claiming or possessing the Mortgaged Property, or any part thereof, by,
through, or under Grantor shall pay rent therefor during said term at the rate
of one cent per month, payable monthly upon demand, and shall surrender
immediate peaceable possession of the Mortgaged Property (and any and every
part thereof) sold under the provisions of this Deed of Trust to the purchaser
thereof under such sale, without notice or demand therefor, and shall and will
at once, without notice, surrender up possession of the Mortgaged Property and
every part thereof in the event Beneficiary shall take charge and enter as
hereinbefore provided.


 


3.4           Remedies Cumulative, Concurrent and
Nonexclusive.  Beneficiary shall
have all


 


22

















 


rights, remedies and recourses granted in the Credit Documents and
available at law or equity (including specifically those granted by the Uniform
Commercial Code in effect and applicable to the Mortgaged Property, the Leases,
or any portion thereof); and same (a) shall be cumulative and concurrent, (b)
may be pursued separately, successively or concurrently against Grantor, or
others obligated under the Credit Documents, or against the Mortgaged Property,
or against any one or more of them at the sole discretion of Beneficiary, (c)
may be exercised as often as occasion therefor shall arise, it being agreed by
Grantor that the exercise or failure to exercise any of same shall in no event be
construed as a waiver or release thereof or of any other right, remedy or
recourse, and (d) are intended to be, and shall be, nonexclusive.


 


3.5           No Conditions Precedent to Exercise
of Remedies.  Neither Grantor
nor any other person or entity hereafter obligated for payment of all or any
part of, or fulfillment of all or any of, the Obligations, shall be relieved of
such obligation by reason of (a) the failure of Beneficiary to comply with any
request of Grantor or of any other person or entity so obligated, or the
failure of Beneficiary or any other person or entity to foreclose the Deed of
Trust or to enforce any provisions of the other Credit Documents, (b) the
release, regardless of consideration, of the Mortgaged Property or the addition
of any other property to the Mortgaged Property, (c) any agreement or
stipulation between any subsequent owner of the Mortgaged Property and
Beneficiary extending, renewing, rearranging or in any other way modifying the
terms of the Credit Documents without first having obtained the consent of,
given notice to or paid any consideration to Grantor or such other person or
entity, and in such event, Grantor and all such other persons and entities
shall continue to be liable to make payment according to the terms of any such
extension or modification agreement unless expressly released and discharged,
in writing, by Beneficiary, or (d) by any other act or occurrence, save and
except the complete payment and the complete fulfillment of all of the
Obligations.


 


3.6           Release of and Resort to Collateral.  Beneficiary may release, regardless of
consideration, any part of the Mortgaged Property or other collateral for the
Obligations without in any way impairing, affecting, subordinating or releasing
the conveyance, lien or security interests created in or evidenced by the
Credit Documents or the Deed of Trust or their stature as a first and prior
security deed, lien or security interest in and to the Mortgaged Property or
the other collateral granted under the Credit Documents. For payment of the
Obligations, Beneficiary may resort to any security therefor held by
Beneficiary in such order and manner as Beneficiary may elect.


 


3.7           Waiver of Appraisement, Valuation, etc.  Grantor agrees, to the full extent permitted
by law, that, in case of an Event of Default on the part of Grantor hereunder,
neither Grantor nor anyone claiming through or under Grantor will set up, claim
or seek to take advantage of any moratorium, reinstatement, forbearance,
appraisement, valuation, stay, extension, homestead, exemption, insolvency or
redemption laws now or hereafter in force in order to prevent or hinder the
enforcement or foreclosure of the Deed of Trust or the absolute sale of the
Mortgaged Property, the delivery of possession thereof immediately after such
sale to the purchaser at such sale, or the exercise of any other remedy
hereunder; and Grantor, for itself and all who may to any extent that it may
lawfully so do, waive the benefit of all such laws, and any and all right to
have assets subject to the security interest of the Deed of Trust marshalled
upon any foreclosure or sale under the power herein granted or a sale in
inverse order of alienation.


 


23

















 


3.8           Discontinuance of Proceedings.  In case Beneficiary or Trustee shall have
proceeded to enforce any right, power or remedy under the Deed of Trust by
foreclosure, entry or otherwise, or in the event Beneficiary or Trustee
commences advertising of the intended exercise of the sale under power provided
hereunder and such proceeding or advertisement shall have been withdrawn,
discontinued or abandoned for any reason, or shall have been determined
adversely to Beneficiary, then in every such case (a) Grantor or Trustee and
Beneficiary  shall be restored to their former positions and rights, (b)
all rights, powers and remedies of Beneficiary and Trustee shall continue as if
no such proceeding had been taken, (c) each and every Event of Default declared
or occurring prior or subsequent to such withdrawal, discontinuance or
abandonment shall be and shall be deemed to be a continuing Event of Default
and (d) neither the Deed of Trust, nor any other Financing Agreement, nor the
Obligations, shall be or shall be deemed to have been affected by such withdrawal,
discontinuance, abandonment or adverse determination; and Grantor hereby
expressly waives the benefit of any statute or law now provided, or which may
hereafter be provided, which would produce a result contrary to or in conflict
with the above.


 


3.9                                 Application
of Proceeds.  At
the option of Beneficiary the proceeds of any sale of, and the Rents and other
amounts generated by the holding, leasing, operation or other use of, the
Mortgaged Property or the Leases shall be applied to the extent that funds are
so available therefrom in the following order of priority:


 


(a)           First, to the payment of the reasonable costs and
reasonable expenses of taking possession of the Mortgaged Property and of
holding, using, leasing, repairing, improving and selling the same, including,
without limitation, (i) receivers’ fees, (ii) agent’s fees, (iii) court costs,
(iv) attorneys’ and accountants’ fees, (v) costs of advertisements, and (vi)
the payment of any and all taxes, liens, security interests or other rights,
titles or interests equal or superior to the Deed of Trust;


 


(b)           Second, to the indefeasible payment and satisfaction in
full of that portion of the Obligations relating to the Credit Obligations;


 


(c)           Third, to the indefeasible payment and satisfaction in
full of all other Obligations;


 


(d)           Fourth, with the surplus, if any, to whomsoever may be
lawfully entitled to receive the same.


 


GRANTOR SHALL BE LIABLE FOR ANY DEFICIENCIES IN THE EVENT THE

PROCEEDS ARE NOT SUFFICIENT TO COVER ITEMS (a), (b) AND (c) ABOVE.


 


3.10                           Leases.


 


(a)           Beneficiary, at its option, is authorized to foreclose the
Deed of Trust subject to the rights of any lessees of the Mortgaged Property,
and the failure to make any such


 


24

















 


lessees parties to any such foreclosure proceedings and to foreclose
their rights will not be, nor be asserted to be by Grantor, a defense to any
proceedings instituted by Beneficiary to collect the Obligations.


 


(b)           In the event Beneficiary shall institute judicial proceedings
to foreclose the lien hereof, and shall be appointed as a trustee in possession
of the Mortgaged Property, Beneficiary during such time as it shall be trustee
in possession of the Mortgaged Property pursuant to an order or decree entered
in such judicial proceedings, shall have, and Grantor hereby gives and grants
to Beneficiary, the right, power and authority to make and enter into leases of
the Mortgaged Property or the portions thereof for such rents and for such
periods of occupancy and upon such conditions and provisions as such trustee in
possession may deem desirable, and Grantor expressly acknowledges and agrees
that the term of any such lease  may extend beyond the date of any sale of
the Mortgaged Property pursuant to a decree rendered in such judicial
proceedings; it being the intention of Grantor that while Beneficiary is a
trustee in possession of the Mortgaged Property pursuant to an order or decree
entered in such judicial proceedings, Beneficiary shall be deemed to be and
shall be the attorney-in-fact of Grantor for the purpose of making and entering
into leases of parts of portions of the Mortgaged Property for the rents and
upon the terms, conditions and provisions deemed desirable to Beneficiary and
with like effect as if such leases had been made by Grantor, as the owner in
fee simple of the Mortgaged Property, free and clear of any conditions or
limitations established by the Deed of Trust. The power and authority hereby
given and granted by Grantor to Beneficiary shall be deemed to be coupled with
an interest and shall not be revocable by Grantor.


 


(c)           The assignment and security interest herein granted shall
not be deemed or construed to constitute Beneficiary as a trustee or mortgagee
in possession of the Mortgaged Property, to obligate Beneficiary to lease the
Mortgaged Property or attempt to do same, or to take any action, incur any
expense or perform or discharge any obligation, duty or liability whatsoever
under any of the Leases or otherwise.


 


(d)           Beneficiary shall not be obligated to perform or
discharge, nor does it hereby undertake to perform or discharge, any
obligation, duty or liability under the Leases or under or by reason of the
Deed of Trust, and Grantor shall and does hereby agree to indemnify Beneficiary
for and to hold Beneficiary harmless from any and all liability, loss or damage
which it may or might incur under any of the Leases or under or by reason of
the Deed of Trust and from any and all claims and demands whatsoever which may
be asserted against it by reason of the Deed of Trust and from any and all
claims and demands whatsoever which may be asserted against it by reason of any
alleged obligations or undertakings on its part to perform or discharge any of
the terms, covenants or agreements contained in any of the Leases. Should
Beneficiary incur any such liability, loss or damage under any of the Leases or
under or by reason of the Deed of Trust or in the defense of any such claims or
demands, the amount thereof, including all reasonable costs, reasonable expenses
and reasonable attorneys’ fees, shall be secured hereby, and Grantor shall
reimburse Beneficiary therefor immediately upon demand.


 


3.11         Purchase by Beneficiary.  Upon any foreclosure sale or sales of all or
any portion of the Mortgaged Property under the power herein granted,
Beneficiary may bid for and purchase the Mortgaged Property and shall be
entitled, in lieu of paying cash therefor, to apply all or any part of the
Obligations as a credit to the purchase price. Beneficiary, upon so acquiring
the


 


25

















 


Mortgaged Property, or any part thereof, shall be entitled to hold,
lease, rent, operate, manage and sell the same in any manner provided by
applicable laws.


 


3.12         Grantor as Tenant Holding Over.  In the event of any such foreclosure sale or
sales under the power herein granted, Grantor shall be deemed a tenant holding
over and shall forthwith deliver possession to the purchaser or purchasers at
such sale or be summarily dispossessed according to provisions of law
applicable to tenants holding over.


 


3.13         Suits to Protect the Mortgaged
Property.  Beneficiary shall
have the power to institute and maintain such suits and proceedings as it may
deem expedient (a) to prevent any impairment of the Mortgaged Property by any
acts which may be unlawful or constitute an Event of Default under the Deed of
Trust, (b) to preserve or protect its interest in the Mortgaged Property and in
the Leases and Rents arising therefrom, and (c) to restrain the enforcement of
or compliance with any legislation or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid, if the enforcement of
or compliance with such enactment, rule or order would impair the Mortgaged
Property or be prejudicial to the interest of Beneficiary.





3.14         Proofs of Claim. 
In the case of any receivership, insolvency, bankruptcy, reorganization,
arrangement, adjustment, composition or other proceedings affecting Grantor,
its creditors or its property, Beneficiary, to the extent permitted by law,
shall be entitled to file such proofs of claim and other documents as may be
necessary or advisable in order to have the claims of Beneficiary allowed in
such proceedings for the entire amount of the Obligations at the date of the institution
of such proceedings and for any additional amount of the Obligations after such
date.


 


ARTICLE 4.

MISCELLANEOUS


 


4.1           Survival of Obligations.  Each and all of the Obligations shall
survive the execution and delivery of the Credit Documents, and the
consummation of the loans and financial accommodations called for therein, and
shall continue in full force and effect until the Obligations shall have been
indefeasibly paid in full; provided, however, that nothing
contained in this Section 4.1 shall limit the obligations of Grantor which are
to continue after indefeasible payment in full of said Obligations where so
stated in this Deed of Trust.


 


4.2           Notices.  All
notices, requests and demands hereunder shall be in writing and shall be deemed
to be given if given in writing (including by telecopy) addressed as provided
below (or to the addressee at such other address as the addressee shall have
specified by notice actually received by the addressor), and if either (a)
actually delivered in fully legible form to such address or (b) in the case of
a letter, five days shall have elapsed after the same shall have been deposited
in the United States mails, with first-class postage prepaid and registered or
certified:


 


26

















 


	
   

  	
  if
  to Grantor:

  	
   

  	
  The
  Doe Run Resources Corporation,

  
	
   

  	
   

  	
   

  	
  1801
  Park 270 Drive

  
	
   

  	
   

  	
   

  	
  St.
  Louis, Missouri 63146-4040

  
	
   

  	
   

  	
   

  	
  Attn:
  Mr. Jeffrey Zelms – Vice Chairman, President and CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with
  a copy to:

  	
   

  	
  The
  Renco Group, Inc.

  
	
   

  	
   

  	
   

  	
  30
  Rockefeller Center

  
	
   

  	
   

  	
   

  	
  42nd
  Floor

  
	
   

  	
   

  	
   

  	
  New
  York, New York 10111

  
	
   

  	
   

  	
   

  	
  Attn:
  Mr. Roger L. Fay – CFO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  if
  to Trustee:

  	
   

  	
  Lisa
  M. Haines, Esq.

  
	
   

  	
   

  	
   

  	
  Polsinelli,
  Shalton & White

  
	
   

  	
   

  	
   

  	
  700
  West 47th Street, Suite 1000

  
	
   

  	
   

  	
   

  	
  Kansas
  City, Missouri 64112-1805

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with
  a copy to:

  	
   

  	
  Collin
  J. Beecroft, Esq.

  
	
   

  	
   

  	
   

  	
  Ropes
  & Gray

  
	
   

  	
   

  	
   

  	
  One
  International Place

  
	
   

  	
   

  	
   

  	
  Boston,
  MA 02110-2624

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  if
  to Beneficiary:

  	
   

  	
  Regiment
  Capital Advisors, L.L.C.

  
	
   

  	
   

  	
   

  	
  70
  Federal Street

  
	
   

  	
   

  	
   

  	
  Boston,
  MA 02110

  
	
   

  	
   

  	
   

  	
  Attn:  Timothy Peterson

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with
  a copy to:

  	
   

  	
  Collin
  J. Beecroft, Esq.

  
	
   

  	
   

  	
   

  	
  Ropes
  & Gray

  
	
   

  	
   

  	
   

  	
  One
  International Place

  
	
   

  	
   

  	
   

  	
  Boston,
  MA 02110-2624

  



 


4.3           No Waiver.


 


(a)           Any failure by Beneficiary to insist, or any election by
Beneficiary not to insist, upon strict performance by Grantor of any of the
terms, provisions or conditions of the Credit Documents shall not be deemed to
be a waiver of same or of any other term, provision or condition thereof, and
Beneficiary shall have the right at any time or times thereafter to insist upon
strict performance by Grantor of any and all such terms, provisions and
conditions. No delay or omission by Beneficiary to exercise any right, power or
remedy accruing upon any breach or Event of Default shall exhaust or impair any
such right, power or remedy or shall be construed to be a waiver of any such
breach or Event of Default or acquiescence therein, and every right, power and
remedy given by the Deed of Trust to Beneficiary may be exercised from


 


27

















 


time to time and as often as may be deemed expedient by Beneficiary. No
consent or waiver, express or implied, by Beneficiary to or of any breach or
Event of Default by Grantor in the performance of the Obligations of Grantor
shall be deemed or construed to be a consent or waiver to or of any other
breach or Event of Default in the performance of the same or any other
Obligations of Grantor. Failure on the part of Beneficiary to complain of any
act or failure to act or to declare an Event of Default, irrespective of how
long such failure continues, shall not constitute a waiver by Beneficiary of
its rights or impair any rights, powers, or remedies of Beneficiary.


 


(b)           No act or omission by Beneficiary shall release,
discharge, modify, change or otherwise affect the original liability under the
Deed of Trust or any Obligations of Grantor or any obligations of any
subsequent purchaser of the Mortgaged Property or any part thereof, or any
maker, co-signer, endorser, surety or guarantor, or preclude Beneficiary from
exercising any right, power or privilege herein granted or intended to be
granted (including, without limitation, Beneficiary’s right of foreclosure) in
the event of any Event of Default then made or by any subsequent Event of
Default or alter the security title, security interest or lien of the Deed of
Trust, except as expressly provided in an instrument or instruments executed by
Beneficiary. Without limiting the generality of the foregoing, Beneficiary may:
(i) grant forbearance or an extension of time for the payment of all or any
portion of the Obligations; (ii) take other or additional security for the
payment of the Obligations; (iii) waive or fail to exercise any right granted;
(iv) change any of the terms, covenants, conditions or agreements of the Deed
of Trust; (v) consent to the filing of any map, plat or re-plat affecting the
Mortgaged Property; (vi) consent to the granting of any easement or other right
or subordinating the security title, security interest or lien hereof; or
(viii) take or omit to take any action whatsoever with respect to the Deed of
Trust, the Mortgaged Property or any document or instrument evidencing,
securing or in any way relating to the Obligations; all without releasing,
discharging, modifying, changing or affecting any such liability, or precluding
Beneficiary from exercising any such right, power or privilege, or affecting
the security title, security interest or lien of the Deed of Trust. In the
event of the sale or transfer by operation of law or otherwise of all or any
part of the Mortgaged Property, Beneficiary, without notice, is hereby
authorized and empowered to deal with any such vendee or the Obligations, or
with reference to any of the terms, covenants, conditions or agreements hereof,
as fully and to the same extent as it might deal with the original parties
hereto and without in any way releasing and/or discharging any liabilities,
Obligations or undertakings.


 


4.4           Covenants Running with the Land.  All Obligations contained in this Deed of
Trust are intended by the parties to be, and shall be construed as, covenants
running with the Mortgaged Property.


 


4.5           Successors and Assigns.  All of the terms of the Credit Documents
shall apply to, be binding upon and inure to the benefit of the parties
thereto, their permitted successors, assigns, heirs and legal representatives,
and all other persons claiming by, through or under them.


 


4.6           Severability. 
If any term of this Deed of Trust, or the application thereof to any
person or circumstances, shall, to any extent, be invalid or unenforceable, the
remainder of this Deed of Trust, shall be valid and enforceable to the fullest
extent permitted by law.


 


4.7           Substitute Trustee.  If Trustee shall die or become disqualified from acting in the


 


28

















 


execution of this trust, or be absent from the country or shall fail or
refuse to execute the same when requested by Beneficiary to do so; or if, for
any reason, Beneficiary shall prefer to appoint a substitute Trustee to act
instead of the Trustee named herein, Beneficiary shall have full power to
appoint, by recorded, written instrument, or other manner as provided by
applicable law, a substitute Trustee, and, if necessary, several substitute
Trustees in succession, who shall succeed to all the estate, rights, powers and
duties of the original Trustee named herein. Such appointment may be executed
by any authorized agent of Beneficiary; and if Beneficiary is a corporation and
such appointment is executed in its behalf by any officer of such corporation,
such appointment shall be conclusively presumed to be executed with authority
and shall be valid and sufficient without proof of any action by the board of
directors or any superior officer of the corporation. Grantor hereby agrees, in
its behalf and in behalf of its heirs, executors, administrators, successors,
personal representatives and assigns, that any and all statements of fact or
other recitals made in any deed of conveyance given by the Trustee, with
respect to the identity of Beneficiary, or with respect to the occurrence or
existence of any Event of Default, or with respect to the acceleration of the
maturity of any of the Obligations secured hereby, or with respect to the
request to sell, the notice of sale, the giving of notice to all debtors
legally entitled thereto, the time, place, terms and manner of sale, and
receipt, distribution, and application of the money realized therefrom, or with
respect to the due and proper appointment of a substitute Trustee, and, without
being limited by the foregoing, with respect to any other act or thing having
been duly done by the Beneficiary or by the Trustee hereunder, shall be taken
by all courts of law and equity as prima facie evidence that the statements or
recitals state facts and are without further questions to be so accepted, and
Grantor hereby ratifies and confirms every act that Trustee or any substitute
Trustee hereunder may lawfully do in the Premises by virtue hereof.


 


4.8           Business Loans. 
Grantor covenants and agrees that the Obligations secured by this Deed
of Trust, and the proceeds of such Obligations, are for business purposes only
and that the loans and advances and other financing accommodations made under
or pursuant to the Credit Agreement and the other Credit Documents are
“business loans” within the meaning and scope of V.A.M.S. §§ 408.015(2) and
408.035.


 


4.9           Usury.  No
provision of the Credit Documents secured hereby or of this Deed of Trust, or
other loan documents issued in conjunction herewith shall be deemed to require
payment or permit the collection of interest in excess of the maximum permitted
by the applicable law. If any excess of the interest in such respect is
provided in this Deed of Trust, the other Credit Documents, or in any other
loan documents, the provisions of this Section 4.9 shall govern and no party
obligated for the Obligations secured hereby shall be obligated to pay the
amount of such interest to the extent that it is in excess of the amount
permitted by law. If it is adjudicated that the fee or other charge related to
the Obligations is interest, such fee or other charge so adjudicated to be
interest shall be considered as interest for the life of the Obligations
commencing from the date hereof and extending to the due date[s] of the
Obligations secured hereby or any extension of such due date[s].


 


4.10         Future Advances Secured Hereby.  This Deed of Trust has been given and is
intended to secure the full and prompt payment and performance of the
Obligations and any renewal, extension, modification or replacement of any of
the Obligations. With respect to


 


29

















 


Future Advances, this Deed of Trust shall be governed by Section
443.055, Missouri Revised  Statutes, and shall secure all Future
Advances made hereunder and such Future Advances shall be entitled to the
benefits of Section 443.055, Missouri Revised Statutes. The total principal
amount of the Obligations which are secured hereby is $35,500,000 or such
lesser amount as set forth in the Credit Agreement, plus interest, costs and
expenses.


 


4.11         Waiver of Jury Trial.  Grantor hereby waives trial by jury in any
litigation in any court with respect to, in connection with, or arising out of
this Deed of Trust or the other Credit Documents.


 


4.12         Assignment. 
The Deed of Trust is assignable by Beneficiary and any assignment hereof
by Beneficiary shall operate to vest in the assignee all rights and powers
herein conferred upon and granted to Beneficiary.


 


4.13         Counterparts. 
The Deed of Trust may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute but one
instrument.


 


4.14         Applicable Law. 
The Deed of Trust shall be governed by and construed according to the
laws of the State of Missouri.


 


4.15         Subrogation. 
If any or all of the proceeds of the loans and other financial
accommodations made and extended under the Credit Documents have been used to
extinguish, extend or renew any indebtedness heretofore existing against the
Mortgaged Property, then, to the extent of such funds so used, the Beneficiary
shall be subrogated to all of the rights, claims, liens, titles and interests
heretofore existing against the Mortgaged Property to secure the indebtedness
so extinguished, extended or renewed, and the former rights, claims, liens,
titles and interests, if any, are not waived, but rather, are continued in full
force and effect in favor of Beneficiary and are merged with the lien and
security interest created herein as cumulative security for the repayment and
satisfaction of the Obligations.


 


4.16         Conflicts: Credit Documents or
Master Leases.  In the event of
any conflict between the terms and provisions of this Deed of Trust and the
Credit Agreement or in the event of any conflict between the terms and
provisions of this Deed of Trust, to the extent the Mortgaged Property extends
to personal property of the Grantor, and the other Credit Documents, the terms
and provisions of the Credit Agreement or such other Credit Documents, as the
case may be, shall control.


 


4.17         Headings.  The
Article and Section entitlements hereof are inserted for convenience of
reference only and shall in no way alter, modify or define, or be used in
construing, the text of such Articles or Sections.


 


4.18         No Joint Venture.  Notwithstanding anything in any of the Credit Documents or in any
other agreement or commitment to the contrary, neither the Credit Documents nor
the transactions described in the Credit Documents nor the rights and
obligations granted therein shall in any way create or contribute to the
creation of a partnership or joint venture or similar arrangement between
Grantor and Beneficiary.


 


30

















 


4.19         Intercreditor Agreement.  This Deed of Trust is subject to the terms
of an Intercreditor Agreement of even date herewith by and among Beneficiary,
Congress Financial Corporation and Regiment Capital Advisors, L.L.C., as
Trustee (the “Intercreditor Agreement”). 
In the event of any inconsistency between the terms of this Agreement
and the terms of the Intercreditor Agreement, the terms of the Intercreditor
Agreement shall govern.


 


4.20         Concerning Beneficiary.


 


(a)           Beneficiary shall be entitled to rely
upon any written notice, statement, certificate, order or other document or any
telephone message believed by it to be genuine and correct and to have been
signed, sent or made by the proper person, and, with respect to all matters
pertaining to this Deed of Trust and its duties hereunder, upon advice of
counsel selected by it.


 


(b)           With respect to any of its rights and
obligations as a Lender, Beneficiary shall have and may exercise the same
rights and powers hereunder.  The term
“Holders”, “Lender” or any similar term shall, unless the context clearly otherwise
indicates, include Beneficiary in its individual capacity as a Lender.  Beneficiary may accept deposits from, lend
money to, and generally engage in any kind of banking, trust or other business
with Grantor or any entity related to or affiliated with Grantor to the same
context as if Beneficiary were not acting as Collateral Agent.


 


(c)           If any item of Mortgaged Property
also constitutes collateral granted to Beneficiary under any other mortgage,
deed of trust, security agreement, pledge or instrument of any type, in the
event of any conflict between the provisions of this Deed of Trust and the
provisions of such instrument of any type in respect of such collateral,
Beneficiary, in its sole discretion, shall select which provision or provisions
shall control.


 


(d)           Beneficiary has been appointed as
collateral agent pursuant to the Credit Agreement.  The actions of Beneficiary hereunder are subject to the
provisions of the Credit Agreement. 
Beneficiary shall have the right hereunder to make demands, to give
notices, to exercise or refrain from exercising any rights, and to take or
refrain from taking action (including, without limitation, the release or
substitution of Mortgaged Property), in accordance with this Deed of Trust and
the Credit Agreement.  Beneficiary may
resign and a successor Beneficiary may be appointed in the manner provided in
the Credit Agreement.  Upon the
acceptance of any appointment as Beneficiary by a successor Beneficiary, that
successor Beneficiary shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Beneficiary under this
Deed of Trust, and the retiring Beneficiary shall thereupon be discharged from
its duties and obligations under this Deed of Trust.  After any retiring Beneficiary’s resignation, the provisions of
this Deed of Trust shall inure to its benefit as to any actions taken or
omitted to be taken by it under this Deed of Trust while it was Beneficiary.


 


[The
remainder of this page is intentionally blank.]


 


31

















 


IN
WITNESS WHEREOF, the undersigned have caused this instrument to be signed and
sealed as of the date first above written.


 


	
   

  	
  “GRANTOR”

  
	
   

  	
   

  
	
   

  	
  THE
  DOE RUN RESOURCES CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  	
   

  
	
   

  	
   

  	
  Print
  Name:

  	
  Marvin Kaiser

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President

  
					



 


32

















 


 


	
  STATE
  OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY
  OF NEW YORK

  	
  )

  	
   

  



 


On
this      day of October, 2002, before me appeared
                               
to me personally known, who, being by me duly sworn did say that he is the                             
of THE DOE RUN RESOURCES CORPORATION, and that the seal affixed to the
foregoing instrument is the corporation seal of said corporation and that said
instrument was signed and sealed in behalf of said corporation by authority of
its Board of Directors, and said                                    
acknowledged said instrument to be the free act and deed of said corporation
acting with all power and authority to so bind the corporation.


 


In
testimony whereof, I have hereunto set my hand and affixed my official seal the
day and year first above written.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  My
  Commission Expires:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [SEAL]

  	
   

  
				



 


33

















 


Exhibit A


 


[Attach
Property Descriptions]


 


 

















 


Exhibit B


 


Permitted Encumbrances


 


1.                                         All
exceptions shown in Schedule B, Part 1 of the title insurance policy issued by
First American Title Insurance Company to Beneficiary in connection with this
Deed of Trust (the “Title Insurance Policy”), including, but not limited to,
easements, rights of way, mineral rights and mineral rights reservations; and


 


2.                                         A
possible overlapping of descriptions in the Parcel 87 (Reynolds County,
Sweetwater Mine), Section 34, Township 31 North, Range 2 West.