Exhibit
10.20


 


ASSET
TRANSFER AGREEMENT


 


This Asset Transfer Agreement (this “Agreement”),
dated October 29, 2002, is entered into by and between The Doe Run
Resources Corporation, a New York corporation with offices at 1801 Park 270
Drive, Suite 300, St. Louis, MO 63146 (“Doe Run”) and The Buick Resource
Recycling Facility, LLC, a Delaware limited liability company with offices at
HC-1, Box 1395,
Boss, MO 65440-9501  (“Transferee”).


 


WITNESSETH:


 


A.            WHEREAS, among other businesses and endeavors, Doe
Run owns and operates a facility at Boss, Missouri within the area shown on the
map attached as Exhibit A (the “Buick Facility”) that conducts the
storage and treatment of lead-bearing materials, processing of spent batteries,
lead scrap and other lead-bearing materials for the recovery or removal of lead
and other marketable commodities, lead recycling, lead smelting, and refining
operations (the “Buick Business”).


 


B.            WHEREAS
Doe Run desires to transfer to Transferee, and Transferee desires to accept
from Doe Run, all of the assets used in connection with the Buick Business,
except for the “Excluded Assets” as defined below.  In addition, Doe Run desires to convey, and Transferee is willing
to assume, certain specified liabilities associated with the Buick Business.


 


NOW THEREFORE, in consideration of the premises and
the mutual agreements and covenants set forth herein, and intending to be
legally bound, the parties hereto agree as follows:


 


ARTICLE 1


DEFINITIONS:


 


1.1           Definitions.  In this Agreement, the following terms have
the meanings specified or referred to in this Article and shall be equally
applicable to both the singular and plural forms.  Any agreement referred to below shall mean such agreement as
amended, supplemented and modified from time to time to the extent permitted by
the applicable provisions thereof and by this Agreement.


(a)           “Acquired Assets” has the meaning
specified in Section 2.1.


 


(b)           “Action” means any lawsuit,
arbitration, or governmental proceeding or investigation whether at law or in
equity.


 


(c)           “Agreement” has the meaning
specified in the first paragraph of this Agreement.


 


(d)           “Assumed Liabilities” has the
meaning specified in Section 2.3.


 

















 


(e)           “Buick Business” has the meaning
specified in the first WHEREAS clause of this Agreement.


 


(f)            “Buick Employees” means those
employees of Doe Run that are employed in the Buick Business, including those
at the Buick Facility.


 


(g)           “Buick Facility” has the meaning
specified in the first WHEREAS clause of this Agreement.


 


(h)           “Business Day” means a day other
than Saturday or Sunday or a day on which United States national banks are
closed.


 


(i)            “CERCLA” means the Comprehensive
Environmental Response, Compensation and Liability Act, 42 USC §§ 9601 et
seq.,
as currently amended, and any regulations promulgated thereunder.


 


(j)            “Clean Air Act” means the Clean Air
Act, 42 USC § 7401 et seq., as
currently amended, and any regulations promulgated thereunder.


 


(k)           “Clean Water Act” means the Federal
Water Pollution Control Act, 33 USC §§ 1251 et seq., as currently amended, and any regulations
promulgated thereunder.


 


(l)            “Closing” has the meaning specified
in Section 3.1.


 


(m)          “Closing Date” has the meaning
specified in Section 3.1.


 


(n)           “Code” means the Internal Revenue
Code of 1986, as currently amended.


 


(o)           “Contaminant” means (i) “hazardous wastes” as regulated by
RCRA, (ii) “hazardous substances,”
as regulated by CERCLA, (iii) “toxic
substances” regulated by TSCA, including, without limitation, polychlorinated
biphenyls and asbestos, (iv) “hazardous
materials,” as defined by the Hazardous Materials Transportation Act, 49 U.S.C.
Section 1802 et seq.,
(v) radioactive materials, including those subject to the Atomic Energy
Act, 42 U.S.C. Section 2100 et seq.,
and (vi) any other pollutant, chemical, or substance whose presence in
regulated quantities creates a hazard to human health or the environment, or a
violation of any Environmental Law, but in each case, taking into account any
exemption for high volume low toxicity materials, including exemptions for such
mining and beneficiation wastes.


 


(p)           “Court Order” means any judgment,
order, award or decree of any foreign, federal, state, or local court, tribunal
or governmental agency and any award in any arbitration proceeding.


 


(q)           “Deductible Amount” has the meaning
specified in Section 8.4.


 


(r)            “Doe Run” has the meaning specified
in the first paragraph of this Agreement.


 


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(s)           “Encumbrance” means any lien,
charge, security interest, mortgage, pledge, power or sale, easement, or defect
in title or other encumbrances other than laws of general applicability such as
zoning laws.


 


(t)            “Environmental Law” means all
Requirements of Law relating to pollution or the regulation and protection of
the environment, including, without limitation, laws and regulations regarding
or relating to emissions, discharges, Releases or threatened Releases of
Contaminants or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport, or handling of
Contaminants, but not including health or safety laws under OSHA or MSHA.


 


(u)           “EPCRA” means the Emergency Planning
and Community Right-to-Know Act of 1986, 42 USC §§ 11001 et seq., as currently amended, and any
regulations promulgated thereunder.


 


(v)           “Equipment” has the meaning
specified in Section 2.1(c).


 


(w)          “Excluded Assets” has the meaning
specified in Section 2.2.


 


(x)            “Excluded Liabilities” has the
meaning specified in Section 2.4.


 


(y)           “Expenses” means all reasonable expenses
incurred in connection with investigating, defending or asserting any Action
(including court filing fees, court costs, arbitration fees or costs, witness
fees, and reasonable fees and disbursements of legal counsel, investigators,
expert witnesses, accountants and other professionals).


 


(z)            “Facilities Operating Agreement” means
that certain Buick Facilities Operating License Agreement to be entered into
between Doe Run and Buick at the Closing, whereby Doe Run will assume operation
of the Buick Facility.


 


(aa)         “Governmental Body” means any
applicable foreign, United States, state, or local governmental authority,
agency, or regulatory body.


 


(bb)         “Governmental Permits” has the
meaning specified in Section 2.1(e).


 


(cc)         “Included Contracts” has the meaning
specified in Section 2.1(k).


 


(dd)         “Indemnified Party” has the meaning
specified in Section 8.3.


 


(ee)         “Indemnifying Party” has the meaning
specified in Section 8.3.


 


(ff)           “Inventory” has the meaning
specified in Section 2.2(h).


 


(gg)         “Liabilities” means any and all
penalties, costs, losses, damages, judgments, settlements, disbursements,
expenses, fees, obligations, debts, duties, judgments and other liabilities
howsoever characterized, whether known or unknown, actual, contingent or
otherwise, and any and all actions, claims, contests, suits, demands and other
judicial or administrative actions seeking to impose any of the foregoing.


 


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(hh)                          “Losses”
means losses, obligations, Liabilities, settlement payments, awards,
judgments, fines, assessments, penalties, and damages.


 


(ii)                                  “Material
Adverse Effect” means a Material Adverse Effect on the business
or operations of the Buick Facility, and/or in the case of Governmental Permits
and Environmental Laws, that would make impractical or unduly costly the
obtaining or retention of such Governmental Permits without undue cost or
extraordinary action beyond the current method of operating.


 


(jj)                                  “OSHA”
means the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et seq., as currently amended, and any
regulations promulgated thereunder.


 


(kk)                            “Owned
Real Property” has the meaning specified in Section 2.1(a).


 


(ll)                                  “Permitted
Encumbrances” means the Encumbrances specifically set forth on Schedule 4.1(g)
hereto.


 


(mm)                      “Person”
means any individual, corporation, partnership, limited liability
company or corporation, joint venture, association, joint-stock company, trust,
unincorporated organization or Governmental Body.


 


(nn)                          “RCRA”
means the Resource Conservation and Recovery Act, 42 U.S.C.
§§ 6901 et seq., as
currently amended, and any regulations promulgated thereunder.


 


(oo)                          “Release”
includes any and all spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposing, and
any other means by which a substance may be introduced into or travel through
the environment, reportable under any applicable Environmental Law.


 


(pp)                          “Remedial
Action” shall include all actions required by a Court Order or
otherwise by a Governmental Body to (i) clean up, remove, remediate,
contain, treat, monitor, assess, evaluate, or in any other way address
Contaminants, (ii) prevent or minimize a Release or threatened Release of
Contaminants, or (iii) any other actions, including removal, remedial or
other response actions as defined in Section 9601 of CERCLA.


 


(qq)                          “Requirements
of Law” means any foreign, federal, state or local law, statute,
regulation, code or ordinance of any Governmental Body currently in effect and
as the same may be amended from time to time, applicable to the ownership or
operation of the Buick Facility and/or the operation of the Buick Business as
currently in effect.


 


(rr)                                “Sales
Contracts” has the meaning specified in Section 2.2(f).


 


(ss)                            “Shared
Liabilities” has the meaning specified in Section 2.5.


 


(tt)                                “Senior
Officers” means the Chief Executive Officer, Chief Operating
Officer, Chief Financial Officer, Treasurer, and Corporate Secretary of Doe Run
or


 


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Transferee, and
General Manager of Transferee, or persons performing equivalent functions.


 


(uu)                          “Tax”
means any applicable federal, state, county, local or foreign
income, alternative or add-on minimum, gross income, gross receipts, property,
sales, use, transfer, license, excise, premium, lease, franchise, employment,
payroll, wage, withholding or minimum tax, ad
valorem, or customs duty, together with any interest, penalty or
fine, or addition to tax imposed by any Governmental Body.


 


(vv)                          “Exchange
Offer” means that certain Restated Exchange Offer, Consent
Solicitation and Solicitation of Acceptances for all outstanding 11.25% Senior
Secured Notes Due 2005, Series B; 11.25% Senior Notes Due 2005, Series B; And
Floating Interest Rate Senior Notes Due 2003, Series B, dated September 20,
2002 as amended to the date hereof.


 


(ww)                      “Transferee”
has the meaning specified in the first paragraph of this Agreement.


 


(xx)                              “Transfer
Taxes” has the meaning specified in Section 10.9.


 


(yy)                          “TSCA”
means the Toxic Substance Control Act of 1976, 15 USC §§ 2601 et seq., as currently amended, and any
regulations promulgated thereunder.


 


(zz)                              “Work in
Process” has the meaning specified in Section 2.2(h).


 


ARTICLE 2


TRANSFER OF
ASSETS


 


2.1           Assets Conveyed. 
Subject to the terms and conditions set forth herein, on the Closing
Date, Doe Run shall convey, transfer and deliver to Transferee and Transferee
shall acquire and accept from Doe Run, all of Doe Run’s rights, titles and
interests in and to all of the tangible or intangible assets, properties and
rights of Doe Run of every kind, nature and description, wherever located,
except as specifically provided below, used by Doe Run for the operation of the
Buick Facility (collectively, the “Acquired Assets”), but excluding those
assets, properties and rights specified in Section 2.2.  The Acquired Assets include, but are not
limited to, all of Doe Run’s rights, titles and interests in and to the
following:


 


(a)                                  Owned
Real Property.  The real property
owned by Doe Run described in Exhibit B (“Owned Real Property”) and
Buick will take the Owned Real Property subject to, and will assume all of Doe
Run’s covenants, agreements, and obligations under that Deed of Trust, Security
Agreement, Fixture Filing and Assignment of Leases and Rents, dated October 29,
2002, between The Doe Run Resources Corporation and Regiment Capital Advisors,
L.L.C, as Beneficiary and as Agent for the lenders named in the Credit
Agreement as defined therein (the “CA Deed of Trust”), and that Deed of Trust, Security
Agreement, Fixture Filing and Assignment of Leases and Rents, dated
October      , 2002, between The Doe Run Resources Corporation and State Street
Bank and Trust


 


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Company, as
Trustee, as Collateral Agent and as Beneficiary (the “Exchange Deed of Trust”);


 


(b)           Fixed Assets.  All buildings, structures, improvements,
fixtures and appurtenances erected upon, attached to, or located on the Owned
Real Property;


 


(c)           Plant, Machinery, Equipment and
Furniture.  All machinery,
equipment, furniture, and similar tangible personal property, as well as
interests of Doe Run in any such personal property leased from third parties
owned or used by Doe Run within the Buick Facility including, without
limitation, those assets listed on Exhibit C (“Equipment”);


 


(d)           Tools and Spare Parts.  All maintenance, warehouse and office
supplies, spare parts, tools, dies, molds and other similar property owned by
Doe Run within the Buick Facility;


 


(e)           Governmental Permits.  All Governmental Permits and rights and
obligations of Doe Run thereunder (“Governmental Permits”) pertaining to the
operation of the Buick Business;


 


(f)            Books and Records.  Originals or duplicate copies, to the extent
in existence, of all books and records (other than personnel records) that
relate to the Buick Business, including ledgers, sales invoices, accounts
payable records, and supporting schedules, customer and supplier lists and
files, and other files, papers and records, including those maintained on
magnetic tape or microfiche format, and computer software programs, or the past
or present operations of the Buick Facility;


 


(g)           Prepaids.  Those prepaid rentals, security deposits,
prepaid utility charges, real property taxes, personal property taxes, similar
assessments, and other prepaid expenses that pertain to the Acquired Assets;


 


(h)           Motor Vehicles.  All trucks, automobiles and other motor
vehicles owned by Doe Run and used for the Buick Facility and all rights of Doe
Run to any motor vehicles as are leased by Doe Run for use by the Buick
Facility (including without limitation those listed in Exhibit C as
part of the Equipment);


 


(i)            Computers; Computer Software.  All computers and related equipment of Doe
Run that are located at the Buick Facility, together with any transferable
rights of Doe Run to any computer programs or computer software that are used
at the Buick Facility;


 


(j)            Intellectual Property.  A royalty free, nonexclusive perpetual
license of all intellectual property, trade secrets, know how, inventions,
copyrights, trademarks and other intellectual property of Doe Run used
specifically with, or necessary for the operation of, the Buick Facility;


 


(k)           Included Contracts.  All contracts, agreements, leases (whether
or not capitalized), evidences of indebtedness, and other executory contracts
and commitments


 


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of Doe Run to the
extent they relate to the Buick Facility (the “Included Contracts”) other than
Sales Contracts;


 


(l)            Goodwill.  All goodwill associated with the Buick
Facility and the Buick Business; and


 


(m)          Defenses and Counterclaim Assets.  All counterclaims and defenses relating to
Assumed Liabilities.


 


2.2                                 Excluded Assets.  Notwithstanding the
provisions of Section 2.1 hereof, the Acquired Assets do not include the
following (the “Excluded Assets”):


 


(a)           Accounts Receivable, Cash and
Equivalents.  Any and all accounts
receivable, cash on hand, including deposits, accounts, temporary cash
investments and equivalents, existing on the Closing Date;


 


(b)           Third Party Claims.  All claims or rights of Doe Run relating to
the Buick Facility, if any, against third parties based on facts or
circumstances occurring on or before the Closing Date to the extent the same
pertain to Liabilities not assumed by the Transferee;


 


(c)           Insurance.  All insurance policies and rights thereunder
except for proceeds of insurance relating to Assumed Liabilities and Acquired
Assets (and subject to the obligation of Doe Run to retain Transferee as an insured
under the Doe Run corporate insurance policies as described in Section 7.4
below);


 


(d)           Tax Refunds.  Rights of Doe Run to the refund of any
federal or state income tax, ad valorem  real estate or property tax, and any
other similar tax or charge that was incurred by Doe Run or relates to the
Buick Facility on or prior to the Closing Date, subject to Section 2.5(c);


 


(e)           Employees and Employee Benefit
Plans.  All hourly, exempt and other
employees of Doe Run that pertain to, or work at, or with respect to, the Buick
Facility and the operations thereunder, it being agreed that there shall be no
employees transferred to Transferee by Doe Run, and also excluding any and all
assets related to any pension, profit sharing, stock bonus, stock option,
thrift or other retirement plan, medical, hospitalization, dental, life,
disability, vacation or other insurance or benefit plan, employee stock
ownership plan, deferred compensation, stock ownership, stock purchase, bonus,
benefit or other incentive plan, severance plan or other similar plan relating
to the Buick Facility or its employees;


 


(f)            Sales Contracts.  All rights of Doe Run under agreements,
contracts, and other instruments for the storage, shipment, warehousing, sale
or purchase of products or inventory including without limitation the product
sales from operations conducted at the Buick Facility from those sales
agreements listed on Exhibit D (“Sales Contracts”), but subject in
each case to the obligations of Doe Run pursuant to Article XI of the
Facilities Operating Agreement;


 


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(g)                                 Unrelated
Confidential Information.  All
proprietary or confidential business or technical information, intellectual
property, records and policies that relate to Doe Run and that are not used
primarily in, and are not necessary for the operation of, the Buick Business;


 


(h)                                 Inventory.  Subject to the obligations of Doe Run under
Article XI of the Facilities Operating Agreement, all of the following
existing as of the Closing Date within the Buick Facility or in transit:


 


(i)            All finished goods, whether located
at the Buick Facility or in transit, the latest available list of which is
summarized on Schedule 2.2(h)(i) (collectively, the “Finished
Goods”); and


 


(ii)           All usable inventory of the Buick
Facility existing as of the date hereof, including, without limitation,
concentrates, raw materials, fuel, packaging supplies, maintenance, warehouse
and office supplies and inventory items purchased but not received for which accounts
payable invoice amounts are included in the Assumed Liabilities, the latest
available list of which is summarized on Schedule 2.2(h)(ii)
(collectively, the “Raw Materials”); and


 


(iii)          All work in process within the Buick
Facility as of the Closing Date (collectively, “Work in Process” and together
with the Finished Goods and Raw Materials, constituting the “Inventory”).


 


(i)            Doe Run’s Intellectual Property.  All intellectual property of Doe Run,
whether or not used by or in connection with the operation of the Buick
Facility or the Buick Business, including without limitation any patents, or
patent applications, trademarks, trademarks or service marks, or registrations
therefore, corporate names, or copyrights or any licenses to or from any Person
with respect to any of the foregoing, or any confidential trade secrets,
processes or the like; provided, however, there shall be a royalty-free
perpetual, nonexclusive license to the Transferee under the terms of the
Intellectual Property License attached hereto as Exhibit F (the
“Intellectual Property License”) to use such intellectual property to the
fullest extent such intellectual property is necessary for the operation of the
Buick Facility and Buick Business as currently operated.


 


2.3                                 Assumed Liabilities.  Except as otherwise provided
in this Agreement, subject to and in accordance with the terms and provisions
of this Agreement, as of the Closing Date Transferee will assume, perform and
discharge the following Liabilities (collectively, the “Assumed Liabilities”)
to the extent not assumed by Doe Run pursuant to the Facilities Operating
Agreement:


 


(a)           Included Contracts.  All payment and performance obligations of
Doe Run accruing after the Closing Date related to the Buick Facility under the
Included Contracts existing as of the Closing Date), provided, however, as a
matter of clarification, any disputes or claims arising after the Closing Date
pertaining to performances under the same made by Doe Run prior to or on the
Closing Date, shall be retained by Doe Run;


 


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(b)           Taxes.  Any and all taxes that may be applicable to
the Acquired Assets or the business of Transferee related thereto with respect
to periods beginning on the day following the Closing Date, or arising from
events or occurrences after the Closing Date, including without limitation,
income, ad valorem, personal
property, sales, value added, goods and services or use taxes resulting from
Transferee’s ownership of the Acquired Assets (but not including any income or
franchise taxes of Doe Run); and


 


(c)           Environmental Liabilities.  Subject in each case to the Facilities
Operating Agreement, all Liabilities of whatever nature relating to
(i) any environmental matter, claim or other Liability that is
attributable to the operations of the Buick Facility after the Closing Date
except to the extent the same arise from matters occurring or operations
conducted on or prior to the Closing Date (which shall be the responsibility of
Doe Run), (ii) any environmental matter, claim or other Liability relating
to the Owned Real Property attributable to the operations of the Buick Facility
after the Closing Date except to the extent the same arise from matters
occurring or operations conducted prior to or on the Closing Date (which shall
be the responsibility of Doe Run), and (iii) the migration of Contaminants
to contiguous premises except to the extent such migration occurred or
allegedly occurred from operations prior to or on the Closing Date), and further
excluding from the Liabilities of Transferee and retained as Liabilities of Doe
Run in each case, any other environmental liability resulting from a claim for
injury to person or property occurring or allegedly occurring beyond the
boundaries of the Buick Facility to the extent that such claim for injury to
person or property arises from or is attributable to the ownership, activities
or operations of the Buick Facility by Doe Run and its predecessors prior to or
on the Closing Date.  It is agreed that
the Transferee has not assumed any Liability (whether historic or otherwise)
for any environmental matters, claims or Liabilities relating to the Buick
Facility or the ownership or operation thereof existing or occurring prior to
or on the Closing Date, even if the manifestation of the same occurs after the
Closing Date, all of which shall be retained by Doe Run.  If it is impossible to determine whether a
liability arose from environmental matters or Liabilities on or prior to the
Closing Date or afterwards, the parties will allocate such Liability on a fair
and reasonable basis as the parties shall agree, or in absence of agreement, on
the basis of the duration of operation prior to and after the Closing
Date.  It is agreed that, subject to the
Facilities Operating Agreement, the provisions of this Section 2.3(c)
shall be the sole allocation of any Environmental Liabilities between the
parties and nothing else in this Agreement shall be deemed to allocate any such
Liabilities in any other manner.


 


2.4                                 Excluded Liabilities.  Except as set forth in
Section 2.3 or 2.5, Transferee shall not assume and shall not be responsible
for any Liabilities, obligations or commitments of Doe Run other than the
Assumed Liabilities (which Liabilities, obligations or commitments of Doe Run
are hereinafter referred to as the “Excluded Liabilities”) and Doe Run shall
retain all of such Excluded Liabilities.


 


2.5                                 Shared Liabilities.  Subject to the Facilities
Operating Agreement, the following Liabilities and obligations relating to the
Buick Facilities and the Acquired Assets (the “Shared Liabilities”) shall be
shared between Transferee and Doe Run as follows:


 


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(a)           With respect to utility charges that
relate to billing periods beginning before the Closing Date and ending after
the Closing Date, the responsibility for payment shall be prorated between the
parties on the basis of measured utility usage before and after the Closing
Date (if meter or other measured service readings are made at or near such
time) or otherwise on the basis of the proportional number of calendar days in
the relevant billing period before and including (in the case of Doe Run) or
after (in the case of Transferee) the Closing Date;


 


(b)           With respect to rentals payable on
any leased personal property included as part of the Acquired Assets that
relate to the applicable lease periods beginning before and ending after the
Closing Date, the responsibility for payment will be allocated between the
parties on the basis of the proportional number of calendar days in the
relevant lease period before (in the case of Doe Run) and after (in the case of
Transferee) the Closing Date; and


 


(c)           With respect to ad valorem, personal property, and similar
taxes for the applicable tax year, the responsibility for payment will be
allocated between the parties on the basis of the proportional number of
calendar days in the relevant tax year before and after the Closing Date,
respectively.


 


If either party pays all or any portion of the Shared
Liabilities for which the other party is entirely or partially responsible
hereunder, then the responsible party will promptly (but in no event later than
thirty (30) days after demand by the paying party) reimburse the paying party
for that payment, provided that any demand for reimbursement shall be
accompanied by appropriate evidence of payment thereof.


 


2.6                                 Consideration.  Upon the terms and subject to
the conditions contained in this Agreement, in consideration of the transfer of
the Acquired Assets, on the Closing Date Transferee shall assume the Assumed
Liabilities and Transferee’s allocated portion of the Shared Liabilities.


 


2.7                                 As-Is, Where-Is, No Warranty.  Acquired Assets acquired by
Transferee pursuant to this Agreement are being transferred to and accepted by
Transferee on an “AS-IS, WHERE-IS” basis and without any warranty or
representation, express or implied except for those express warranties in
Article 4.1, AND SPECIFICALLY DISCLAIMING ANY WARRANTY OF FITNESS FOR ANY
PARTICULAR PURPOSES OR ANY WARRANTY OF MERCHANTABILITY.


 


2.8                                 Capital Contribution.  The Acquired Assets are being
contributed to the Transferee as a capital contribution by Doe Run as
additional paid-in capital.  No
additional memberships or ownership interests will be issued to Doe Run for
such contribution.


 


ARTICLE 3


THE CLOSING


 


3.1                                 Time and Place.  Upon the terms and subject to
the conditions set forth in this Agreement, the closing of the transfer of the
Acquired Assets and the assumption of the


 


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Assumed Liabilities (the
“Closing”) will take place at the offices of Doe Run as soon as practical after
approval by the relevant Governmental entity of the transfer of the RCRA Permit
described in Exhibit E, but no later than one hundred twenty (120) days
after the date of this Agreement (the “Closing Date”).  Provided, however, that the Closing shall
not be delayed if the remainder of the Governmental Permits (other than the
aforementioned RCRA Permit) have not been fully transferred, but Doe Run shall
continue to operate under the same until such transfer has been made and the
same shall be fully transferred to the Transferee as soon as the application
for transfers of the same are approved by the relevant Governmental entity.


 


3.2           Doe Run’s Deliveries.  At
the Closing, Doe Run will deliver to Transferee the following, in form and
substance reasonably satisfactory to Transferee and its counsel:


 


(a)           A Quit Claim Deed in the form of Exhibit B,
conveying the Owned Real Property to the Transferee;


 


(b)           An Assignment Agreement in the form
attached hereto as Exhibit H (“Assignment Agreement”) assigning to
Transferee all Included Contracts and Governmental Permits included within the
Acquired Assets (together with any necessary consents except in the case of
those Included Contracts and Governmental Permits for which consent has not
been obtained to transfer as of the Closing Date and as described in and
subject to the provisions of Sections 7.1 and 7.2);


 


(c)           A License of Intellectual Property in
the form attached hereto as Exhibit F licensing to Transferee the
intellectual property rights of Doe Run necessary to operate the Buick Facility
and to conduct the Buick Business;


 


(d)           A Bill of Sale in the form attached
hereto as Exhibit I transferring and assigning to Transferee all of
Doe Run’s right, title and interest in all other personal property included in
the Acquired Assets not described in Section 3.2(a)-(c) above;


 


(e)           The Facilities Operating Agreement in
the form attached hereto as Exhibit J;


 


(f)            The Assignment and Assumption
agreement, in the form attached hereto as Exhibit K, by which Doe
Run will transfer and assign to Transferee and Transferee will take and assume
all of Doe Run’s covenants, agreements, and obligations under the CA Deed of
Trust and the Exchange Deed of Trust;


 


(g)           Certificates of title to all motor
vehicles that constitute part of the Acquired Assets, duly endorsed for
transfer to Transferee;


 


(h)           All keys that are in Doe Run’s
possession with respect to the Acquired Assets including without limitation
keys to the motor vehicles included in the Acquired Assets;


 


(i)            To the extent transferable,
originals of all certificates of occupancy, use agreements, permits, licenses
and governmental, administrative and regulatory approvals and authorizations
that are in Doe Run’s possession and that are necessary to own,


 


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operate, or transfer the
Acquired Assets in compliance with applicable zoning and other federal, state
and municipal laws, except where the failure to have the same would not have a
Material Adverse Effect on the ability of Transferee to own, operate, or
transfer the Acquired Assets;


 


(j)            Copies of any consents that have
been obtained and that are referenced in Section 4.1(d) hereof and subject
to the provisions of Sections 7.1 and 7.2; and


 


(k)           Such other documents and instruments
reasonably necessary to effect the transactions contemplated herein, including
the conveyance of title to the Acquired Assets to Transferee.


 


3.3                                 Transferee’s Deliveries.  At the Closing, Transferee
will deliver to Doe Run the following:


 


(a)           A duly executed License of
Intellectual Property in the form attached hereto as Exhibit F
licensing to Transferee the intellectual property rights necessary to conduct
the Buick Business;


 


(b)           A duly executed Facilities Operating
Agreement in the form attached as Exhibit J relating to the
operation of the Buick Facility by Doe Run;


 


(c)           A duly executed Assignment and
Assumption agreement, in the form attached hereto as Exhibit K, by
which Doe Run will transfer and assign to Transferee and Transferee will take
and assume all of Doe Run’s covenants, agreements, and obligations under the CA
Deed of Trust and the Exchange Deed of Trust; and


 


(d)           Such other documents and instruments
as shall be reasonably necessary to effect the transactions contemplated
hereby.


 


3.4                                 Title, Possession and Risk of
Loss.  Subject to the
Facilities Operating Agreement, title, possession and risk of loss or
destruction or damage to the Acquired Assets shall pass to Transferee at and
upon Closing, and Transferee shall take all steps required to take actual
possession, operation and control and responsibility for the Acquired Assets on
the Closing Date.


 


ARTICLE 4


REPRESENTATIONS
AND WARRANTIES


 


4.1                                 Representations and Warranties of
Doe Run.  As of the
Closing Date, Doe Run represents and warrants to Transferee as follows:


 


(a)           Doe Run is a corporation duly
organized, validly existing and in good standing under the laws of the State of
New York.  Doe Run is duly qualified to
do business and is in good standing as a foreign corporation in the State of
Missouri.


 


(b)           Doe Run has the full corporate power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder.  Doe Run’s
execution, delivery


 


12

















 


and performance of this
Agreement have been duly authorized and approved by all necessary corporate
action.


 


(c)                                  This
Agreement, when executed and delivered by Doe Run, will have been duly executed
and delivered by Doe Run and, assuming due authorization, execution, and
delivery by Transferee, will be the legal, valid and binding obligation of Doe
Run, enforceable against Doe Run in accordance with its terms, subject to
general principles of equity and except as enforceability may be limited by
applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or other similar laws of general application relating to creditors’
rights generally.


 


(d)                                 Subject
to the liens and other Encumbrances and other terms and conditions to be
imposed on Doe Run, the Buick Facility and Transferee as contemplated in the
various arrangements described in the Tender Offer and the consummation of the
undertakings entered into pursuant to the same, the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated herein will not, except where the same are not likely to have a
Material Adverse Effect on the ability of Doe Run to effect the transactions
contemplated herein:


 


(i)            conflict with, result in a breach of
the terms, conditions or provisions of, or constitutes a default, an event of
default or an event creating rights of acceleration, termination or
cancellation, or result in the termination of, or result in the creation or
imposition of, any Encumbrance under, (i) any term or provision of the
certificate of incorporation or bylaws of Doe Run; (ii) any note,
instrument, contract, agreement, mortgage, indenture, lease, license, or
franchise to which Doe Run is a party or by which it or any of the Acquired
Assets is bound; (iii) any Court Order; or (iv) any Requirements of
Law, except for any of the foregoing which, individually or in the aggregate is
or are not likely to have a Material Adverse Effect or hinder or impair the
consummation of the transactions contemplated hereby; or


 


(ii)           Require the approval, consent,
authorization or act of, or the making by Doe Run of any declaration, notification,
filing or registration with any Person, except for any of the foregoing which,
individually or in the aggregate, if not taken, is or are not likely to have a
Material Adverse Effect, or materially hinder or impair the consummation of the
transactions contemplated hereby, except as shown on Schedule 4.1(d)
and subject to the provisions of Sections 7.1 and 7.2 below.


 


(e)                                  There
is no legal or administrative claim (“Action”) pending or, to the knowledge of
the Senior Officers of Doe Run, threatened, that questions the legality or
propriety of the transactions contemplated by this Agreement or that would
impair the consummation of the transactions contemplated hereby.  Except as set forth in Schedule 4.1(e):  (a) there is no Action pending or, to
the knowledge of the Senior Officers of Doe Run, threatened against Doe Run in
relation to the Buick Facility and there has not been, to the knowledge of the
Senior Officers of Doe Run, any claim asserted by any Person that could lead to
such an Action, and (b) Doe Run is not subject


 


13

















 


to any currently pending
Court Order with respect to the Buick Facility, except those set forth on Schedule 4.1(f).


 


(f)            Except as set forth in Schedule 4.1(f),
Doe Run has complied and is in compliance with all Court Orders and
Requirements of Law that are applicable to Doe Run with respect to the Buick
Facility, except for such noncompliance as is not likely to have a Material
Adverse Effect.


 


(g)           Except for any Acquired Assets
subject to a leasehold interest, Doe Run is the exclusive and absolute owner of
and has good title to all of the Acquired Assets free and clear of
Encumbrances, except for: 
(a) Permitted Encumbrances, and (b) other exceptions disclosed
in Schedule 4.1(g).  Except
as contemplated in the Schedule exceptions or otherwise disclosed in Schedule 4.1(g),
the Acquired Assets that are utilized in the operation of the Buick Facility
are usable in the ordinary course of business and conform to all applicable
statutes, ordinances and regulations relating to their construction, use and
operation, except where such nonconformity is not likely to have a Material
Adverse Effect.


 


(h)           Exhibit A contains a map
and Exhibit B contains a complete and accurate legal description,
of each parcel of Owned Real Property held by Doe Run, constituting the Buick
Facility.  Doe Run does not lease any
real property used for the Buick Facility.


 


(i)            Doe Run has good and marketable
title to the Owned Real Property free and clear of Encumbrances except for
Permitted Encumbrances.


 


(j)            Exhibit C contains a
list that includes all machinery, equipment, and vehicles owned by Doe Run and
used primarily in relation to the Buick Facility having an original cost of one
hundred thousand United States dollars (US$100,000) or more.  The Acquired Assets comprise all of the
assets now utilized by Doe Run which are necessary to enable the activities and
operations at the Buick Facility to be carried on immediately after Closing in
substantially the same manner as immediately before the date of this Agreement,
other than the Excluded Assets.


 


(k)           Exhibit H contains a
brief description of each Included Contract, including without limitation, any
lease or other agreement or right under which Doe Run is lessee of, or holds or
operates, any machinery, equipment, or vehicle with respect to the Buick
Facility owned by a third Person, except those which are terminable by Doe Run
without cost of penalty on thirty (30) day’s or less notice or which provide
for annual rentals of less than one hundred thousand United States dollars
(US$100,000.00).


 


(l)            Doe Run owns, holds or possesses all
licenses, franchises, permits, privileges, immunities, approvals and other
authorizations from any Governmental Body which are necessary to entitle it to
own or lease, operate and use the Acquired Assets and conduct its operations at
the Buick Facility as currently conducted, including without limitation, those
shown on Exhibit E (collectively, the Governmental Permits), except
where the failure to have the same would not have a Material Adverse Effect and
subject to the receipt of necessary consents and transfers of the same as
otherwise provided in


 


14

















 


this Agreement, and has
made application for the additional permits and authorizations as shown on Exhibit E
for proposed additional operations, and fully expects such additional approvals
to be granted in the ordinary course.


 


(m)          Doe Run has fulfilled and performed
its obligations under such Governmental Permits except for such non-fulfillment
or non-performance that are not likely to have a Material Adverse Effect, and
no written notice of cancellation or default or of any dispute concerning any
such Governmental Permit has been received by Doe Run.


 


(n)           Except in each case where
non-compliance would not have a Material Adverse Effect, and with respect to
the Buick Facility, (i) Doe Run is in compliance with all applicable
Requirements of Law with respect to employment, employment practices,
employment verifications, terms and conditions of employment and wages,
overtime pay, and hours; (ii) Doe Run has not engaged in any unfair labor
practice or illegally discriminated with regard to any aspect of employment on
the basis of any legally prohibited category or classification; and
(iii) with respect to employees and former employees who rendered services
to, or participated in conduct or activities in connection with Doe Run, Doe
Run is not liable for any arrears of wages, salaries or other payments.


 


(o)           With respect to the Buick Business,
there are no:  (i) unfair labor
practice charges or complaints pending or, to the knowledge of the Senior
Officers of Doe Run, threatened against Doe Run before the National Labor
Relations Board; (ii) discrimination charges pending or, to the knowledge
of the Senior Officers of Doe Run, threatened against Doe Run before any
federal, state or local agency or authority; (iii) complaints, charges or
citations pending or, to the knowledge of the Senior Officers of Doe Run,
threatened against Doe Run under OSHA or any state or local occupational safety
act or regulation; (iv) to the knowledge of the Senior Officers of Doe
Run, labor strike, stoppage, or material controversies pending or threatened
between Doe Run and its Buick Employees or any labor union or organization
representing or claiming to represent such employees’ interests; or
(v) collective bargaining agreement currently being negotiated by Doe Run
with respect to the Buick Employees.


 


(p)           Taking into account its customary
trade practices, each of the Included Contracts constitutes a legal, valid and
binding obligation of Doe Run subject to general principles of equity and
except as enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other similar laws of
general application relating to creditors’ rights generally and the same are in
full force and effect; and Doe Run is not, nor, to the knowledge of the Senior
Officers of Doe Run, alleged to be, in material breach of, or material default
under, any of the Included Contracts. 
Additionally, to the knowledge of the Senior Officers of Doe Run, the
other parties to such Included Contracts are not, nor alleged to be, in
material breach of, or material default under, any of the Included Contracts.


 


(q)           Notwithstanding any other provision
of this Agreement, this Section 4.1(q) contains the only representations
or warranties of Doe Run with respect to Environmental Law or environmental
matters, and no other statement in this Agreement


 


15

















 


or in any other document
or information delivered or given to or received by or on behalf of Transferee
in connection with the transactions contemplated by this Agreement shall be
deemed to be a representation or warranty relating to Environmental Law or
environmental matters.


 


(i)       Doe Run is in compliance with all
applicable Environmental Laws relating to the ownership and/or operations of
the Buick Facility and the Buick Business, except for such noncompliance as is
not likely to have a Material Adverse Effect;


 


(ii)      Doe Run owns, holds or possesses all
Governmental Permits required under Environmental Laws and necessary for the
occupation and use of the Real Property and the operation of the Buick Facility
and Buick Business each as currently conducted.  All such Governmental Permits required under Environmental Laws
that are currently owned, held, or possessed by Doe Run are listed in Exhibit E.  Doe Run is in compliance with all such
Governmental Permits except for such noncompliance as is not likely to have a
Material Adverse Effect.


 


(iii)     With respect to the Buick Facility and the
ownership and/or operation thereof, including any off-site disposal or contamination
as a result of the same, and with respect to the Buick Business, Doe Run is not
subject to any pending or, to the knowledge of the Senior Officers of Doe Run,
threatened investigation by, order from, claim by or continuing agreement with
any Person respecting; (i) any violation of Environmental Law or
Governmental Permits, (ii) any Remedial Action, or (iii) any claim of
Losses and Expenses arising from the Release or threatened Release of a
contaminant or the presence of any Contaminant on, in, at or beneath the Owned
Real Property or the migration of any Contaminant onto or from the Owned Real
Property;


 


(iv)    With respect to the Buick Facility and Buick
Business, Doe Run is not subject to any pending or, to the knowledge of the
Senior Officers of Doe Run, threatened judicial or administrative
investigation, proceeding, order, notice of violation, judgment, decree or
settlement with any continuing obligation alleging or relating to a violation
of or liability under any Environmental Law or Governmental Permit;


 


(v)     To the knowledge of the Senior Officers of
Doe Run, there has not been any disposal by Doe Run of any Contaminants on, at,
in, or beneath any Owned Real Property or at any off-site facility except in
compliance with applicable law.


 


(vi)    To the knowledge of the Senior Officers of
Doe Run, there are no underground storage tanks (whether active or abandoned)
located at, in, or beneath the Owned Real Property.


 


16

















 


(r)            Transferee will not incur any
liability or other obligation to, or with respect to, Doe Run’s employee
benefit plans now or at any time in the future, including but not limited to,
any severance benefits payable to any of Doe Run’s employees upon consummation
of the transactions contemplated by this Agreement.


 


(s)           All the accounts, books, ledgers and
financial and other material records of Doe Run in relation exclusively to the
Buick Facility have been maintained accurately and in accordance with generally
accepted accounting practices on a consolidated basis with the other operations
of Doe Run.


 


4.2                                 Representations and Warranties of
Transferee.  As of the
Effective Date, the Transferee hereby represents and warrants to Doe Run as
follows:


 


(a)           Transferee is a limited liability
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware. 
Transferee is duly qualified to do business and is in good standing as a
foreign corporation in Missouri.


 


(b)           Transferee has the full organizational
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder and to own and lease its property and conduct its
operations as currently conducted. 
Transferee’s execution, delivery and performance of this Agreement have
been duly authorized and approved by all necessary organizational action.


 


(c)           This Agreement, when executed and
delivered by Transferee, will have been duly executed and delivered by
Transferee, and assuming due authorization, execution and delivery by Doe Run,
will be the legal, valid and binding obligation of Transferee enforceable in
accordance with its terms, subject to general principles of equity and except
as enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other similar laws of
general application relating to creditors’ rights generally.


 


(d)           Subject to the liens and other
Encumbrances and other terms and conditions to be imposed on Doe Run, the Buick
Facility and Transferee as contemplated in the various arrangements described
in the Tender Offer and the consummation of the undertakings entered into
pursuant to the same, the execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby will not:


 


(i)            Conflict with, result in a breach of
the terms, conditions or provisions of, or constitute a default, an event of
default or an event creating rights of acceleration, termination or
cancellation, result in termination of or result in the creation or imposition
of any Encumbrance under:  (i) any
terms or provision of the certificate of incorporation or bylaws of Transferee,
(ii) any note, instrument, contract, agreement, mortgage, indenture,
lease, license, franchise, permit or other commitment to which Transferee is a
party or by which it or any of its assets are bound, (iii) any Court
Order, or (iv) any Requirements of Law


 


17

















 


applicable to the
Transferee in connection with the transactions contemplated herein; or


 


(ii)           Require the approval, consent,
authorization or act of, or the making by Transferee of any declaration,
notification, filing or registration with, any Person, except insofar as such
consent, authorization or declaration or filing has been made and is listed in
Schedule 4.1(d) (“Consents”).


 


(e)           There is no Action pending or, to the
knowledge of the Senior Officers of Transferee, threatened which questions the
legality or propriety of the transactions contemplated by this Agreement or
which would impair, in any material respect, the consummation of the
transactions contemplated hereby, and there has not been, to the knowledge of
the Senior Officers of Transferee, any claim asserted by any Person that could
lead to such an Action.


 


ARTICLE 5


PRE-CLOSING
COVENANTS


 


5.1                               Cooperation
and Best Efforts.  Each party
will cooperate with the other and use its best efforts to (i) procure all
necessary and appropriate consents and approvals, (ii) complete and file
all necessary and appropriate applications, notifications, filings and
certifications, and (iii) satisfy all requirements prescribed by law for,
and conditions set forth in this Agreement to, the consummation of the
transactions contemplated hereby.


 


5.2                                 Conduct of Business of the Buick
Facility Prior to and on the Closing Date. 
Doe Run shall conduct its operations with respect to the
Buick Facility in the ordinary and usual course of business and maintain its
usual relationships with suppliers, distributors, customers and others having
business relationships with it.  Without
the prior written consent of the Transferee, Doe Run shall not commit or omit
to do any act that (i) would cause a breach of any agreement, commitment
or covenant of Doe Run contained in this Agreement in any material respect or
(ii) would cause the representations and warranties contained in Article 4
to become untrue in any material respect or (iii) would cause a material
change in operations under any Governmental Permit issued for the Buick Facility.  Except as shown in Schedule 5.2
(New and Amended Capital Obligations), Doe Run shall not incur any new or
amended obligations for capital expenditures, the terms of payment of which
will arise after the Closing, in an amount in excess of $100,000.00 for any
individual item, or $500,000.00 in the aggregate, without the prior consent of
the Transferee.


 


5.3                                 Notification of Changes.


 


(a)           Each of Doe Run and the Transferee
shall promptly notify the other of any event that causes any representation or warranty
given by either of them, respectively, in Article 4 to become untrue in any
material respect.


 


(b)           Doe Run shall have the right until
the Closing to supplement or amend any of the Exhibits or Schedules described
herein with respect to any matter arising or discovered after the date of this
Agreement that, if existing or known on the date of this


 


18

















 


Agreement, would have
been required to be set forth or described in such Exhibits or Schedules, unless
the absence of the same would have been a default.  For purposes of this Agreement, including for purposes of
determining whether the conditions set forth in Article 6 have been
fulfilled, the Exhibits and Schedules shall be deemed to include only that
information contained therein on the date of this Agreement and shall be deemed
to exclude information contained in any such supplement or amendment thereto,
except to the extent that they reflect an event or condition that would be
beneficial to the Transferee; provided, however, that if the Closing shall
occur, then matters disclosed pursuant to any such supplement or amendment
shall be deemed included in the Exhibits and Schedules at Closing (without
necessity of a written waiver or other action on the part of any party) and
shall be deemed to modify the applicable representations and warranties for all
purposes.


 


5.4                                 Governmental Permits.  Doe Run shall use all best
efforts to apply to the respective Governmental Entities immediately upon the
execution of this Agreement to request approval of the transfer of all of the
Governmental Permits, including (i) giving notice to the applicable
federal, state or local regulatory agencies with respect to the change in
ownership or control or responsible officials at the Real Property,
(ii) completing and submitting notices of termination, and (iii) to
the extent not transferred by the Closing Date, shall cooperate fully with
Transferee in obtaining the transfer of such Governmental Permits as promptly
thereafter as possible.


 


ARTICLE 6


CONDITIONS
TO CLOSING


 


6.1                                 Conditions to the Obligations of the
Transferee.  The
obligations of Transferee under this Agreement shall, at the option of
Transferee, be subject to the satisfaction, on or prior to the Closing Date, of
each of the following conditions:


 


(a)           No Misrepresentation or Breach of
Covenants and Warranties.  There
shall have been no material breach by Doe Run in the performance of any of its
material covenants and agreements herein which shall not have been remedied or
cured to the satisfaction of the Transferee, except for such breaches as would
not, individually or in the aggregate, be likely to have a Material Adverse
Effect; and there shall have been delivered to Transferee a closing certificate
in a form reasonably satisfactory to Transferee to such effect, dated the
Closing Date, signed by the President or Vice President of Doe Run.


 


(b)           No Restraint.  No Court Order shall have been issued and be
in effect that restrains or prohibits any material transaction contemplated
hereby.


 


(c)           No Material Adverse Change.  No Material Adverse Change shall have
occurred in the business, assets, or financial condition of the Buick Business
or the Buick Facility, or in the applicable Requirements of Law pertaining
thereto.


 


(d)           Consents.  All necessary third party and Governmental
approvals shall have been obtained in favor of the Transferee for the continued
operation of the Buick


 


19

















 


Facility in the manner
now conducted, except as provided in Schedule 4.1(d) and
Sections 7.1 and 7.2.


 


Notwithstanding the failure of any one or more of the
foregoing conditions, Transferee may, at its option, proceed with the Closing
without satisfaction, in whole or in part, of any or all of such conditions and
without written waiver; provided, however, that in so proceeding with the
Closing, and notwithstanding any other provision of this Agreement, Transferee
shall be deemed to have waived any such failure and any rights or remedies it may
have against Doe Run by reason of such failure.


 


6.2                                 Conditions to the Obligations of Doe
Run.  The obligations of
Doe Run under this Agreement shall, at the option of Doe Run, be subject to the
satisfaction, on or prior to the Closing Date, of each of the following
conditions:


 


(a)           No Misrepresentation or Breach of
Covenants and Warranties.  There
shall have been no material breach by Transferee in the performance of any of
its covenants and agreements herein which shall not have been remedied or cured
to the satisfaction of Doe Run; and there shall have been delivered to Doe Run
a closing certificate in a form reasonably satisfactory to Doe Run to such
effect, dated the Closing Date and signed by the President or Vice President of
Transferee.


 


(b)           No Restraint.  No Court Order shall have been issued and be
in effect which restrains or prohibits any material transaction contemplated
hereby.


 


(c)           Closing of Tender Offer.  Doe Run shall have completed in all material
respects the transactions described in the Tender Offer.


 


Notwithstanding the failure of any one or more of the
foregoing conditions, Doe Run may, at its option, proceed with the Closing
without satisfaction, in whole or in part, of any one or more of such
conditions and without written waiver; provided, however, that in so proceeding
with the Closing, and notwithstanding any other provision of this Agreement,
Doe Run shall be deemed to have waived any such failure and any rights or
remedies it may have against Transferee by reason of such failure.


 


ARTICLE 7


POST-CLOSING
COVENANTS


 


7.1           Assignment of Certain Contracts and Leases.  Doe Run will make reasonable efforts to obtain
consents to the transfer of equipment leases before the Closing Date, but to
the extent equipment leases have not been transferred by the Closing Date, Doe
Run, regarding the equipment in question, will not enter into new leases, will
not amend the current leases, and will not take any other action with respect
to the leases detrimental to Transferee. 
Anything in this Agreement to the contrary notwithstanding, to the
extent that any Included Contract is not assignable without the consent of
another Person, this Agreement shall not be deemed to constitute or require an
assignment or an attempted assignment thereof if such assignment or attempted
assignment would constitute a breach thereof. 
If such consent has not been obtained by the Closing Date, Doe Run
agrees to:


 


20

















 


(a)  Cooperate with Transferee in any
reasonable arrangement designed to provide for Transferee substantially the
same benefits and obligations under any such Included Contract without cost to
Transferee, including:


 


(i)  enforcing for the benefit of Transferee
any or all rights of Doe Run under any such Included Contract or;


 


(ii)  at Transferee’s election, not
transferring, conveying, assigning or delivering the same to Transferee at the
Closing, and retaining legal title or right thereto, while permitting
Transferee the possession and use of such assets or rights for Transferee’s
account and with Transferee receiving the benefits and burdens of such assets
or rights as if such assets or rights had been so transferred, conveyed,
assigned and delivered.


 


(b)  Take all reasonable further action to
obtain such consents, approvals or novations as may be required under such
instrument, applicable law or otherwise to effect the transfer of the asset or
right to Transferee.


 


7.2           Certain Consents.  Doe
Run shall use all reasonable efforts to obtain any necessary third party
consents listed on Schedule 4.1(d) as soon as possible after the
execution of this Agreement and prior to the Closing Date; provided, however,
that the failure to obtain the same shall not be a default under this
Agreement.  If any such consent cannot
be obtained within ninety (90) days following the execution of this Agreement,
Doe Run shall take such steps as may be necessary or requested by Transferee to
give Transferee the economic effect of the same.


 


7.3           Contracts That Apply to or Benefit Other Doe Run Facilities.  Anything in this Agreement to
the contrary notwithstanding, to the extent that any agreement, contract,
license, lease, permit or other authorization, purchase or sale order, or other
executory contract or commitment applies to or benefits any other facility
operated by Doe Run, including but not limited to the Sales Contracts shown on Exhibit D,
this Agreement shall not be deemed to constitute or require an assignment of
such agreement.  Doe Run agrees to
cooperate with Transferee and use its reasonable efforts to negotiate with the
vendors or other third parties under such agreements to enter into new
agreements that would allocate between Transferee and Doe Run the rights,
interests and obligations of Doe Run under such agreements, such that the Buick
Facility will continue to have made available to it the benefits needed for the
Buick Business under such contracts on comparable terms.


 


7.4           Insurance.  Following
the Closing, and so long as Transferee is a subsidiary of Doe Run, Doe Run
shall provide all required property, liability and other insurance for
Transferee and the Buick Business under the general corporate umbrella policies
of Doe Run, with such coverages, deductions and exceptions as may be required
by the applicable covenants in favor of any applicable lending institution,
credit agreement or other indenture applicable to the Buick Facility or
Transferee, or by any Requirements of Law, or as would be generally covered by
Doe Run for its other operations of similar nature and size.


 


7.5           Further Assurances.  Doe
Run and Transferee each agree to execute and deliver such other documents,
certificates, agreements and other writings and to take such other actions as
may be necessary or desirable in order to consummate or implement expeditiously
the


 


21

















 


transactions contemplated
by this Agreement, including without limitation any and all documents necessary
to assign to Transferee any of the Acquired Assets used by Doe Run in the
operation of the Buick Facility that are not conveyed to Transferee at the
Closing Date.


 


7.6                                 Confidentiality.  After termination of this
Agreement pursuant to Article 9 or as of the Closing, whichever occurs
first, Doe Run will not use or disclose to any person, any trade or business
secrets relating to the Buick Facility and Buick Business, and Transferee will
not use or disclose to any person any trade or business secrets of Doe Run not
related to the Buick Facility or the Buick Business and otherwise obtained from
Doe Run as a result of this Agreement, provided that, (i) either party may
use or disclose any such information that has been publicly disclosed (other
than by such party after the Closing Date); (ii) to the extent that a
party may become legally compelled to disclose any of such information, the
party may disclose such information only if such party has used its reasonable
commercial efforts (and shall have afforded the other party) the opportunity to
obtain an appropriate protective order or other satisfactory assurance of
confidential treatment for the information required to be so disclosed; or
(iii) disclosures made to the applicable Governmental entity in connection
with any transfer of the Governmental Permits.


 


7.7                               Retention
of Records; Preparation of Certain Tax Returns; Litigation Cooperation.


 


(a)           For a period of five (5) years after
the Closing Date, Transferee and Doe Run will provide, upon reasonable notice,
to the other or its officers, counsel, independent accountants and other duly
authorized representatives or agents, reasonable access during normal business
hours, (i) in the case of Doe Run’s obligation to Transferee, to the
books, records and other data of Doe Run; and (ii) in the case of
Transferee’s obligation to Doe Run, to the books, records and other data of
Transferee, in each case to the extent that they relate to the Buick Facility
or the Acquired Assets and only to the extent that such access is necessary to
enforce a right under this agreement or to satisfy reasonable corporate
purposes of the party requesting such access. 
In each case, such access will include the right to conduct interviews
with the other party’s officers and employees, to transcribe extracts from such
books, records or other data or to make copies thereof.


 


(b)           Each of Transferee and Doe Run agrees
that, for a period of five (5) years following the Closing Date, it will retain
and not destroy, discard, deface or otherwise alter any of the books, records
or other data, including, without limitation, data analysis and tapes, relating
to the Buick Facility in its possession on the Closing Date, without first
notifying the other party and giving the other party, at such other party’s
expense, the opportunity to take custody of such books, records or other data
(it being understood that Doe Run shall transfer to Transferee at Closing
possession of the books, records and other data described in
Section 2.1(f)).


 


(c)           Doe Run and Transferee shall
cooperate with each other in connection with the preparation, execution and
filing with the Internal Revenue Service of information returns required by
Section 1060 of the Code and the regulations thereunder, relating to the
transactions contemplated herein.


 


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(d)           Upon reasonable notice, each party
will make available for inspection by the other such business records and books
of accounts of the Buick Facility acquired hereunder as are needed to prepare
financial statements and tax schedules and related documents necessary for the
filing by such party of its tax returns or reports for outstanding tax years
and otherwise make available for inspection such information in connection
therewith or in connection with tax examinations or audits as such party may
reasonably request from time to time. 
Each party agrees to cooperate with the other in the preparation of any
portions of consolidated or combined federal, state, local or foreign income,
sales, employment, occupational, transfer, property and other tax returns and
filings pertaining to the Buick Facility or the Acquired Assets.


 


(e)           After the Closing Date, Transferee
and Doe Run will make available to the other, as reasonably requested, and,
subject to the prior written approval of the other (which approval shall not be
unreasonably withheld or delayed), to any taxing authority, information,
records or documents in their possession relating to tax Liabilities or
potential tax Liabilities of the Buick Facility for periods prior to and
including the Closing Date.


 


(f)            After the Closing Date, and subject
to the Facilities Operating Agreement, Transferee and Doe Run shall provide
reasonable cooperation, and will cause their officers and employees to provide
reasonable cooperation with the other party in the furnishing of information,
testimony and other assistance in connection with any action, judicial or
administrative proceeding, claim or dispute to which either party is or becomes
a party relating to the Acquired Assets, Assumed Liabilities or the Buick
Facility (other than a dispute between the parties).  The party requesting such assistance shall promptly upon
presentation of an invoice (with appropriate supporting documentation)
reimburse the party providing such assistance for reasonable costs and expenses
incurred in providing such assistance.


 


7.8                                 Mail and Other Communications.


 


(a)           Doe Run hereby authorizes Transferee
after the Closing Date to receive and open all mail and other communications
addressed to Doe Run received by Transferee, and to act with respect to such
mail and other communications in such manner as Transferee may elect if such
mail and other communications relate to the Buick Facility and related rights
and obligations of Transferee under this Agreement, or if such mail and other
communications do not so relate, to forward such mail and other communications
promptly to Doe Run.


 


(b)           After the Closing Date, Doe Run shall
promptly deliver to Transferee the original of any mail or other communication
received by it pertaining to the Buick Facility and related rights and
obligations of Transferee under this Agreement, and any monies, checks or other
instruments of payment to which Transferee is entitled, and Transferee shall
promptly deliver to Doe Run any monies, checks or instruments of payment to which
Doe Run is entitled.  On the Closing
Date, Doe Run shall deliver to Transferee the most recent listing available of
invoices and the unpaid amount of each accounts receivable of the Buick
Facility.  All payments received by
Transferee after the


 


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Closing Date from
customers shall be applied to the applicable invoice of Doe Run or Transferee,
as the case may be, referenced on such payment.  If a payment is received that contains no such reference and it
cannot otherwise be determined whether the payment relates to an invoice of Doe
Run or Transferee, it shall be deemed to relate to the earliest of Doe Run’s
accounts receivable due from such customer; provided, however, that Transferee
shall not otherwise be obligated to collect any accounts receivables for or on
behalf of Doe Run’s account.


 


7.9                                 Retention of Bond and Closure
Obligations.  After the
Closing Date, Doe Run agrees to maintain in full force and effect that certain
letter of credit or other security as may be required from time to time by the
applicable regulatory agencies, pertaining to the closure obligations and
operating permits of the Buick Facility; provided, however, that Doe Run shall
have the option from time to time to replace such letter of credit with another
instrument acceptable to the applicable regulatory bodies and to the
Transferee.  Upon closure of the Buick
Facility, the initial closure expenditures of the amount covered by Doe Run’s
letter of credit shall be for Doe Run’s account and Doe Run shall pay such
amount directly to the Transferee for such expenditures upon demand.  If the amount of closure expenditures
actually incurred by Transferee is less than such amount paid by Doe Run,
Transferee shall immediately refund the excess.


 


ARTICLE 8


INDEMNIFICATION


 


8.1                                 Indemnification by Doe Run.  Doe Run shall and hereby
agrees to indemnify, defend and hold Transferee harmless against and in respect
of:


 


(a)           All debts, Liabilities and
obligations of Doe Run of any nature, whether accrued, absolute or contingent
or otherwise, existing or arising on or resulting from events which occurred on
or before the Closing Date, to the extent not expressly assumed by Transferee
hereunder, which indemnity of Doe Run in favor of the Transferee shall include
but not be limited to, the Excluded Liabilities; and


 


(b)           Any Liability, loss, claim damage or
deficiency resulting directly or indirectly from any misrepresentation, breach
of warranty or non-fulfillment of any agreement on the part of Doe Run under
this Agreement, or from any misrepresentation in or omission from any
certificate or other instrument furnished or to be furnished to Transferee
hereunder.


 


8.2                                 Indemnification by Transferee.  After the Closing Date,
Transferee will indemnify and hold harmless Doe Run against and in respect of
any and all claims, actions, debts, obligations, damages, losses, deficiencies,
Liabilities, costs and expenses incurred or suffered by Doe Run that result
from, relate to or arise out of any and all Liabilities and obligations of Doe
Run which have been expressly assumed by Transferee pursuant to this Agreement,
but subject in each case to the provisions of the Facilities Operating
Agreement.


 


8.3                                 Defense Against Asserted
Claims.  If any claim or
assertion of liability is made or asserted against a party entitled to be
indemnified pursuant to this Section 8 (an “Indemnified


 


24

















 


Party)”, the Indemnified
Party shall with reasonable promptness and, in any event, no later than ten
days prior to the time the response to such claim or assertion of Liability
must be given, give to the other party (the “Indemnifying Party”) written
notice of the claim or assertion of Liability and request the Indemnifying
Party to defend the same.  The
Indemnifying Party shall, at the Indemnifying Party’s expense, assume the
defense of such claim or assertion.  The
Indemnified Party shall have the right to employ separate counsel in any such
action and to participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the Indemnified Party unless
(i) the engagement thereof has been specifically authorized by the
Indemnifying Party in writing, or (ii) the Indemnifying Party has failed
to promptly assume the defense of such action. 
The Indemnified Party shall not be permitted to enter into any
settlement or compromise involving any action or relief other than money unless
the Indemnifying Party shall have been notified in writing of the proposed
settlement or compromise and shall have consented in writing thereto, which
consent shall not be unreasonably withheld. 
The parties will cooperate with each other in the defense of any such
action and the relevant records of each shall be available to the other with
respect to such defense.


 


8.4                                 Indemnification Limitation.  An Indemnified Party shall be
entitled to indemnification hereunder only to the extent that the amount of
losses, costs, expenses and damages suffered or incurred by the Indemnified Party
exceed in the aggregate $500,000.00 (the “Deductible Amount”).  Each party shall supply such information
supporting any claim for indemnification hereunder, including information
concerning such expenditures as are claimed toward the Deductible Amount, as
the other party shall reasonably request.


 


ARTICLE 9


TERMINATION


 


9.1                                 Termination.  This Agreement may, by notice
given at or prior to the Closing, be terminated:


 


(a)           By the mutual written consent of Doe
Run and the Transferee.


 


(b)           By the Transferee or Doe Run if there
has been a material breach by the other of any covenant contained in this
Agreement that is not or cannot be cured within sixty (60) days after written
notice of such breach is given to the party committing such breach, provided
that the right to effect such cure shall not extend beyond the date set forth
in subparagraph (c) below.


 


(c)           By the Transferee or by Doe Run
if:  (i) any condition to Closing
required by Article 6 has not been met or waived by each party entitled to
grant such waiver within one hundred and twenty (120) days from the date of
execution of this Agreement, or (ii) any such condition cannot be met by
such date and has not been waived by each party in whose favor such condition
runs; provided, however, that the right to terminate this Agreement pursuant to
this subsection shall not be available to a party if its own failure to fulfill
or perform any obligation under this Agreement has been a substantial cause of,
or has substantially resulted in, the failure of the Closing to occur or be
capable of occurring on or before such date.


 


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9.2           Effect of Termination; Survival. 
Upon termination of this Agreement pursuant to this
Article 9.2, this Agreement shall be void and there shall be no Liability by
reason of this Agreement, or the termination thereof, on the part of any party
or of their respective directors, officers, employees, agents or shareholders
except for any Liability of a party hereto arising out of a material breach of
its representations and warranties contained herein or arising out of a
material breach of any covenant in this Agreement prior to the date of
termination.


 


ARTICLE 10


GENERAL
PROVISIONS


 


10.1         Notices.  Any
notices, demands, requests or other communications required or permitted
hereunder shall be in writing and shall be deemed to have been sufficiently
given if sent by telecopy or by registered or certified mail, postage prepaid,
addressed as follows:


 


	
  TO DOE RUN:

  	
   

  	
  The Doe Run Resources Corporation

  
	
   

  	
   

  	
  1801 Park 270 Drive, Suite 300

  
	
   

  	
   

  	
  St. Louis, MO 63146

  
	
   

  	
   

  	
  ATTN:  Chief
  Financial Officer

  
	
   

  	
   

  	
  Telecopy: 
  (314) 453 7178

  
	
   

  	
   

  	
   

  
	
  TO THE TRANSFEREE:

  	
   

  	
  The Buick Resource Recycling Facility, LLC

  
	
   

  	
   

  	
  HC-l Box 1395

  
	
   

  	
   

  	
  Boss, MO 65440-9501

  
	
   

  	
   

  	
  ATTN: 
  General Manager

  
	
   

  	
   

  	
  Telecopy: 
  (573) 626 3304

  



 


or such other addresses as shall be furnished by like notice by such
party.  Any such notice or communication
given by mail shall be deemed to have been given two business days after
deposit in the U.S. mail, and any such notice or communications given by
telecopy shall be deemed to have been given when sent by telecopy and the
appropriate acknowledgment received.


 


10.2         Expenses.  Unless
otherwise provided herein, Doe Run shall pay all costs and expenses (including
without limitation the fees, disbursements and expenses of its attorneys,
accountants and advisors) in connection with the negotiation, preparation and
execution of this Agreement and the consummation of the transactions
contemplated hereby.


 


10.3         Successors and Assigns.  This
Agreement shall be binding upon and shall inure to the benefit of the parties
and their respective successors and assigns.


 


10.4         Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and
the same instrument.


 


10.5         Headings.  The
headings of Articles and Sections herein are inserted for convenience of
reference only and shall be ignored in the construction or interpretation hereof.


 


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10.6         Governing Law.  This
Agreement and documents required hereunder shall be governed by and construed
in accordance with the laws of the State of New York, excluding such laws that
direct the application of the laws of any other jurisdiction.


 


10.7         Survival of Representations and Warranties.  All representations, warranties and covenants of
the parties contained in Section 4 and Section 5 of
this Agreement shall survive the Closing for a period of twelve (12) months
following the Closing Date.


 


10.8         Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.  To the extent
permitted by applicable law, the parties hereby waive any provisions of
applicable law that render any provisions hereof prohibited or unenforceable in
any respect, but all the provisions of this Agreement shall be enforced to the
fullest extent permitted under applicable law.


 


10.9         Transfer Taxes.  All
stamp, transfer, documentary, sales, use, registration and other such taxes and
fees (including any penalties and interest incurred in connection with this
Agreement and the transactions contemplated hereby) (collectively, the
“Transfer Taxes”) shall be paid by Transferee, and Transferee shall, at its own
expense, properly file on a timely basis necessary tax returns and other
documentation with respect to any Transfer Tax.


 


10.10       No Third-Party Beneficiaries.  This
Agreement is not intended to create any rights, benefits or remedies in favor
of any person not a party hereto and shall not be deemed to confer upon any
such person any rights, benefits or remedies.


 


10.11       Bulk Sales Law.  Transferee
hereby waives compliance by Doe Run with the provisions of any bulk sales laws
applicable to this transaction, if any, and Doe Run hereby agrees to indemnify
Transferee for any claims and demands of whatever nature (other than the
Liabilities expressly assumed by Transferee under this Agreement) asserted
against Transferee by any creditor of Doe Run for noncompliance by Doe Run or
Transferee with any bulk sales laws or similar laws which may be applicable to
the sale or transfer of the Acquired Assets hereunder.


 


10.12       Entire Agreement; Amendment.  This
Agreement, including the Schedules and Exhibits hereto, constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements with respect thereto.  This Agreement may be amended, but only in writing and signed by
an authorized representative of each of the parties hereto.


 


27

















 


IN WITNESS WHEREOF, this Asset Transfer Agreement has
been executed on behalf of each of the parties hereto as of the day and year
first above written.


 


	
   

  	
  The Doe Run Resources
  Corporation:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David Chaput

  
	
   

  	
   

  	
  Name:

  	
  David Chaput

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRANSFEREE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Buick Resource Recycling
  Facility, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Marvin Kaiser

  
	
   

  	
   

  	
  Name:

  	
  Marvin Kaiser

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
					



 


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