Exhibit
4.6


 


STOCK PURCHASE AGREEMENT


 


This STOCK PURCHASE AGREEMENT (this “Agreement”)
is dated as of October 29, 2002 between The Doe Run Resources Corporation, a
New York corporation (the “Company”) and The Renco Group, Inc., a New
York corporation (the “Purchaser”).


 


W I T N E S S E T H :


 


WHEREAS, the Company intends to consummate an exchange
offer on terms set forth in that certain Amended and Restated Exchange Offer,
Consent Solicitation and Solicitation of Acceptances dated September 20, 2002
(as such has been modified through the date hereof, and including all documents
incorporated by reference therein, the “Offering Memorandum”);


 


WHEREAS, in order to obtain funds necessary to meet
certain of its obligations arising from the consummation of the above-referenced
transactions, the Company intends to issue and sell to the Purchaser, and the
Purchaser intends to purchase from the Company, 2,000 shares of the Company’s
Series A Redeemable Preferred Stock, par value $1,000 per share (the “Series
A Preferred”), upon the terms and provisions hereinafter set forth; and


 


WHEREAS, it is a condition precedent to the closing of
the above-referenced transactions that the sale of the Series A Preferred to
the Purchaser be consummated concurrently with the closing of the
above-referenced transactions;


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follow (capitalized terms used herein have the meanings
set forth in Section 3 of this Agreement):


 


SECTION 1.      SALE AND PURCHASE OF PREFERRED STOCK


 


(a)  The Company agrees to sell to
the Purchaser and, subject to the terms and conditions hereof and in reliance
upon the representations and warranties of the Company contained herein or made
pursuant hereto, the Purchaser agrees to purchase from the Company at the
Closing, 2,000 shares of Series A Preferred. 
The shares of Series A Preferred being acquired under this Agreement are
collectively referred to herein as the “Shares”, and contain rights and
privileges as more fully set forth in the Amended and Restated Certificate of
Incorporation of the Company in the form attached hereto as Exhibit A.


 


(b)  The aggregate purchase price to
be paid to the Company by the Purchaser for that portion of the Shares to be
purchased by the Purchaser pursuant to this Agreement shall be $20,000,000 (the
“Aggregate Purchase Price”).


 

















 


(c)  The Company will use the
proceeds from the sale of the Shares it will receive on the Closing Date to pay
obligations arising from the Transactions.


 


SECTION 2.      CLOSING


 


(a)  Subject to the terms and
conditions hereof, the closing of the purchase and sale of the Shares to be
purchased by the Purchaser (the “Closing”) will take place at the
offices of Cadwalader, Wickersham & Taft, 100 Maiden Lane, New York, New
York at 10:00 AM, New York City time, on October 29, 2002, or such other time
and date as shall be mutually agreed to by the Company and the Purchaser (such
time and date are herein referred to as the “Closing Date”).  The sale and purchase of Shares between the
Purchaser and the Company shall be consummated concurrently on the Closing Date
for the Aggregate Purchase Price.


 


(b)  Subject to the terms and
conditions hereof, at the Closing (i) the Company will deliver to the Purchaser
certificates registered in the Purchaser’s name evidencing 2,000 Shares and
(ii) substantially simultaneously with the Purchaser’s receipt of the Shares,
the Purchaser shall deliver to the Company a certified or official bank check
(or wire transfer) in an amount equal to the Aggregate Purchase Price for the
Shares to be purchased by the Purchaser payable to the order of the Company in
federal or other immediately available funds.


 


SECTION 3.      DEFINITIONS


 


(a)  For purposes of this Agreement,
the following definitions shall apply (such definitions to be equally
applicable to both the singular and plural forms of the terms defined):


 


“Aggregate
Purchase Price” has the meaning specified in Section 1(b) hereof.


 


“Affiliate”,
when used with respect to any Person, means (i) if such Person is a
corporation, any officer or director thereof and any Person which is, directly
or indirectly, the beneficial owner (by itself or as part of any group) of more
than five percent (5%) of any class of any equity security (within the meaning
of the Securi­ties Exchange Act) thereof, and, if such beneficial owner is a
partnership, any general partner thereof, or if such beneficial owner is a
corporation, any Person controlling, controlled by or under common control with
such beneficial owner, or any officer or director of such beneficial owner or
of any corporation occup­ying any such control relation­ship, (ii) if such
Person is a partnership, any general or limited partner thereof, and
(iii) any other Person which, directly or indirectly, controls or is co­ntrolled
by or is under common control with such Person.  For purposes of this definition, “control” (including the
correlative terms “controlling”, “controlled by” and “under common control
with”), with respect to any Person, shall mean possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities or
by contract or otherwise.  The holding
of Shares of the Company and/or sending an observer to Board (or Board
committee) meetings of the Company), shall not in and of itself cause the
Purchaser to be deemed to be an “Affiliate” of the Company.


 


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“Agreement”
means this Stock Purchase Agreement (together with Exhibits and Schedules) as
such may be from time to time assigned, supplemented or amended or as the terms
hereof may be waived.


 


“BCP Revolving
Credit Facility” means that certain amended and restated revolving credit
facility dated September 17, 2002 between the Doe Run Peru S.R.L. and
Banco de Credito del Peru.


 


“Board”
means with respect to any Person which is a corporation, a business trust or
other entity, the board of directors or other group, however designated, which
is charged with legal responsibility for the management of such Person, or any
committee of such board of directors or group, however designated, which is
authorized to exercise the power of such board or group in respect of the
matter in question.


 


“Closing”
has the meaning set forth in Section 2(a) hereof.


 


“Closing Date”
has the meaning set forth in Section 2(a) hereof.


 


“Common Stock”
means the Company’s Common Stock, par value $.10 per share, and shall also
include any common stock of the Company hereafter authorized and any capital
stock of the Company of any other class hereafter authorized which is not
preferred as to dividends or assets over any other class of capital stock of
the Company or which has ordinary voting power for the election of directors of
the Company.


 


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


 


“Congress/CIT
Credit Facility” means the Amended and Restated Loan and Security Agreement
dated October 29, 2002 by and among the Company and the Borrowers named
therein, the Guarantor named therein, the Financial Institutions named therein,
Congress Financial Corporation, as Agent and The CIT Group/Business Credit,
Inc. as Co-Agent.


 


“Consolidated”
or “consolidated”, when used with reference to any financial term in
this Agreement, means the aggregate for the Company and any of its
majority-owned Subsidiaries of the amounts signified by such term for all such
Persons, with intercompany items eliminated, and, with respect to net worth,
after eliminating the portion of net worth properly attributable to minority
interests, if any, in the capital of any such Person (other than in the capital
of the Company) and otherwise as determined in accordance with generally
accepted accounting principles consistently applied (except as otherwise
expressly provided herein).


 


“Exchange Offer”
means the exchange offer as set forth in the Offering Memorandum.


 


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“Governmental
Authority” means any federal, state, or local governmental agency or
authority (including regulatory authority) having jurisdiction over the Company
or any of its respective assets or businesses.


 


“Holders”
means holders of the Company’s 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.


 


“Investor
Rights Agreement” means the Investor Rights Agreement dated as of October
29, 2002 by and among the Company, Doe Run Acquisition Corporation, the
Purchaser and State Street Bank and Trust Company.


 


“Lien”
means any mortgage, pledge, hypotheca­tion, assignment, deposit arrangement,
encumbrance, or preference, priority or other security interest of any kind or
nature whatsoever (including, without limitation, any conditional sale or other
title retention agreement, any financing lease having substantially the same
effect as any of the foregoing, any assignment or other conveyance of any right
to receive income and any assignment of receivables with recourse against the
assignor), any filing of a financing statement as debtor under the Uniform
Commercial Code or any similar statute and any agreement to give or make any of
the foregoing.


 


“New Senior
Secured Credit Facility” means that certain senior secured credit facility
dated October 29, 2002 among the Company, the lenders party thereto and
Regiment Capital Advisors, L.L.C.


 


“Offering Memorandum”
has the meaning set forth in the recitals.


 


“Outstanding”
or “outstanding” means (a) when used with reference to the Shares as of
a particular time, all Shares theretofore duly issued except (i) Shares
theretofore reported as lost, stolen, mutilated or destroyed or surrendered for
transfer, exchange or replacement, in respect of which new or replacement
Shares have been issued by the Company, (ii) Shares theretofore canceled
by the Company and (iii) Shares registered in the name of, as well as Shares
owned beneficially by, the Company or any of its Affiliates.  For purposes of the preceding sentence, in
no event shall “Affiliates” include (x) the Purchasers or (y) any Affiliates of
the Purchasers.


 


“Person” or
“person” means an individual, corporation, partnership, limited
liability company, firm, association, joint venture, trust, unincorporated
organization, government, governmental body, agency, political subdivision or
other entity.


 


“Preferred
Stock” means any class of the capital stock of a corporation (whether or
not convertible into any other class of such capital stock) which has any
right, whether absolute or contingent, to receive dividends or other
distributions of the assets of such corporation (including, without limitation,
amounts payable in the event of the voluntary or involuntary liquidation,
dissolution or winding-up of such corporation), which right is superior
to the rights of another class of the capital stock of such corporation.  “Preferred Stock” includes the Series A
Preferred.


 


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“Purchaser”
means The Renco Group, Inc., a New York Corporation.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules, regulations and
interpretations thereunder.


 


“Securities
Exchange Act” means the Securities Exchange Act of 1934, as amended, and
the rules, regulations and interpretations thereunder.


 


“Series A
Preferred” means the Company’s Series A Redeemable Preferred Stock, par
value $1,000 per share.


 


“Shares”
has the meaning set forth in Section 1(a) hereof.


 


“Subsidiary”,
with respect to any Person, means any corporation, association or other entity
of which more than 50% of the total voting power of shares of stock or other
equity interests (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees is, at the time as of which
any determination is being made, owned or controlled, directly or indirectly,
by such Person or one or more of its Subsidiaries, or both.  The term “Subsidiary” or “Subsidiaries”
when used herein without reference to any particular Person, means a Subsidiary
or Subsidiaries of the Company.


 


“Tax” or “Taxes”
means all federal, state, local or foreign net or gross income, gross receipts,
net proceeds, sales, use, ad valorem, value added, franchise, bank
shares, withholding, payroll, employment, excise, property, alternative or
add-on minimum, environmental or other taxes, assessments, duties, fees, levies
or other governmental charges of any nature whatsoever, whether disputed or
not, together with any interest, penalties, additions to tax or additional
amounts with respect thereto.


 


“Taxing
Authority” means any governmental agency, board, bureau, body, department
or authority of any United States federal, state or local jurisdiction, or any
foreign jurisdiction, having or purporting to exercise jurisdiction with
respect to any Tax.


 


“Transaction
Documents” means each of this Agreement, the documents governing the New
Senior Secured Credit Facility, the documents governing the Congress/CIT Credit
Facility (together with any document ancillary thereto to be executed in
accordance therewith), the Warrant Agreement, the Investor Rights Agreement and
any other agreement entered into pursuant to the Offering Memorandum.


 


“Transaction”
or “Transactions” means each of the Exchange Offer, the New Senior
Secured Credit Facility, the Congress/CIT Credit Facility and sale of the
Shares to the Purchaser pursuant to the terms hereunder and the consummation by
the Company of any other transaction required pursuant to any Transaction
Document.


 


“Warrant
Agreement” means that certain Warrant Agreement dated October 29, 2002
between the Company and State Street Bank and Trust Company, as Warrant Agent.


 


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(b)  For all purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:


 


(i)       the words “herein”,
“hereof” and “hereunder” and other words of similar import refer to this Agreement
as a whole and not to any particular Section or other subdivision;


 


(ii)       all accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles consistently applied (except as
otherwise provided herein);


 


(iii)      all computations provided
for herein, if any, shall be made in accordance with generally accepted
accounting principles consistently applied (except as otherwise provided
herein);


 


(iv)      any uses of the masculine,
feminine or neuter gender shall also be deemed to include any other gender, as
appropriate;


 


(v)       all references herein to
actions by the Company, such as “create”, “sell”, “transfer”, “dispose of”,
etc., mean such action whether voluntary or involuntary, by operation of law or
otherwise;


 


(vi)      the Exhibits and Schedules
to this Agreement shall be deemed a part of this Agreement;


 


(vii)     each of the representations
and warranties of the Company contained in Section 4 hereof is separate
and is not limited, qualified or modified by the existence, wording or
satisfaction of any other representation or warranty of the Company in
Section 4 or otherwise;


 


(viii)     each of the covenants of the
Company contained in Sections 7 and 8 hereof or otherwise contained in
this Agreement is separate and is not limited or satisfied by the existence,
wording or satisfaction of any other covenant of the Company in Section 7
and 8 or otherwise; and


 


(ix)      all references herein (in
covenants or otherwise) to any action(s) which are to be taken (or which are
prohibited from being taken) by any Person or the Company shall apply to such
Person or the Company, as the case may be, whether such action is taken
directly or indirectly.


 


SECTION 4.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company represents
and warrants to the Purchaser as follows as of the date hereof:


 


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4.1  Corporate Existence, Power
and Authority.


 


(a)  The Company is a corporation
duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation.  The
Company is duly qualified, licensed and authorized to do business and is in
good standing in each jurisdiction in which it owns or leases any property or
in which the conduct of its business requires it to so qualify or be so
licensed, except for such jurisdictions where the failure to so qualify or be
so licensed would not have a material adverse effect on the Company’s assets,
properties, liabilities, business, affairs, results of operations, condition
(financial or otherwise) or prospects.


 


(b)  No proceeding has been commenced
looking toward the dissolu­tion or merger of the Company or the amendment of
its Certificate of Incorporation other than as is contemplated by the
Transactions.  The Company is not in
violation in any respect of its Certificate of Incorporation or By-Laws, as
such exist on the date hereof nor will it be in violation of its Certificate of
Incorporation or By-Laws, assuming such have adopted in the form attached as Exhibits
A and B hereto.


 


(c)  The Company has all requisite
power, authority (corporate and other) and legal right to own or to hold under
lease and to operate the properties it owns or holds and to conduct its
business as now being conducted.


 


(d)  The Company has all requisite
power, authority (corporate and other) and legal right to execute, deliver,
enter into, consummate the Transactions contemplated by, and perform its
obligations under, (x) this Agreement, including, without limitation, the
issuance by the Company of the Shares as contemplated herein and (y) each of
the other Transaction Documents.  The
execution, delivery and performance of this Agreement (including, without
limitation, the issuance by the Company of the Shares of the Purchaser as contemplated
herein) has been duly authorized by all required corporate and other
actions.  The Company has duly executed
and delivered this Agreement.  This
Agreement and each of the other Transaction Documents to which the Company is a
party constitutes the legal, valid and binding obligations of the Company
enforceable in accordance with their respective terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws relating to the
rights of creditors generally or under general principles of equity.


 


4.2  Capital Stock.


 


(a)  Schedule 4.2 (a) hereto
correctly and completely lists, after giving effect to the consummation of the
Transactions, (i) the authorized capital stock of the Company (Common Stock and
Preferred Stock), (ii) the number of designated shares of Preferred Stock in
each series or class and (iii) after giving effect to the issuance of Shares on
the Closing Date, as contemplated by this Agreement, the number of shares
outstanding in each series or class of capital stock of the Company.  All of such outstanding shares are, or on
the Closing Date will be, duly authorized, validly issued and outstanding,
fully paid and non-assessable.  None of
the shares of the Company’s capital stock which will be outstanding at the
Closing, by the terms thereof, (i) were or will be subject to preemptive
rights when issued or (ii) provide the holders thereof with any preemptive
rights with respect to any issuances of capital stock.


 


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(b)  Except as set forth in the
Warrant Agreement and as otherwise described in the Offering Memorandum and as
contemplated by the other Transaction Documents, there are no outstanding
options, warrants, subscriptions, rights, convertible securities or other agreements
or plans under which the Company may become obligated to issue, sell or
transfer shares of its capital stock or other securities.


 


(c)  There are no voting agreements,
voting trusts, proxies or other agreements or understandings with respect to
the voting of any capital stock of the Company of which the Company is a party,
other than (i) as described in the Offering Memorandum and/or (ii) as required
pursuant to the consummation of the Transactions or any of the Transaction
Documents.


 


4.3  Subsidiaries.


 


Schedule 4.3 lists the
Subsidiaries of the Company.


 


4.4  Business.


 


The Company is engaged in
(a) the business of mining, smelting, refining and recycling metals, (b) the
business of fabricating metal products and (c) other activities related
thereto.


 


4.5  No Defaults or Conflicts.


 


(a)  Except as disclosed in the
Offering Memorandum, (i) the Company is not in violation or default in any
material respect under any indenture, agreement or instrument to which it is a
party or by which it or its properties may be bound and (ii) the Company is not
in default in any material respect under any material order, writ, injunction,
judgment or decree of any court or other Governmental Authority or
arbitrator(s).


 


(b)  The execution, delivery and pe­rformance
by the Company of this Agreement and any of the Transactions contemplated
hereby or thereby (including, without limitation, the issuance of the Shares as
contemplated herein) do not and will not (i) vi­olate or conflict with,
with or without the giving of notice or the passage of time or both, any
provision of (A) the Amended and Restated Certificate of Incorporation or the
Amended and Restated By-Laws of the Company (as such exist on the date hereof
and/or in the form to be adopted at the Closing and attached as Exhibits A and
B hereto, (B) any law, rule, regulation or order of any federal, state,
county, municipal or other Governmental Authority, (C) any judgment, writ,
injunction, decree, award or other action of any court or Governmental
Authority or arbitrator(s), or (D) any agreement, indenture or other instrument
applicable to the Company or any of its respective properties, (ii) result in
the creation of any Lien upon any of the Company’s pro­perties, assets or
revenues, (iii) require the consent, waiver, approval, order or authorization
of, or declaration, registration, qualification or filing with, any Person
(whether or not a Governmental Authority and including, without limitation, any
shareholder approval) (other than any necessary approvals which have been
obtained prior to the Closing Date), or (iv) cause antidilution clauses of any
outstanding securities to become operative or give rise to any preemptive
rights.  No provision of any item
referred to in Sections (A) and (C) of the preceding clause (i) materially
adversely affects the ability of the Company to perform its obligations under
this Agreement or any of the 


 


8

















 


Transactions contemplated hereby or thereby or any Transaction Document
to be executed pursuant to the consummation thereof.


 


4.6  Litigation.


 


There is no action, suit,
proceeding, investigation or claim pending or, to the knowledge of the Company,
threatened in law, equity or otherwise before any court, administrative agency
or arbitrator which (i) questions the validity of any of the Transaction
Documents or any action taken or to be taken pursuant hereto or thereto, (ii)
might adversely affect the right, title or interest of the Purchaser to the
Shares or (iii) except as is otherwise disclosed in the Offering Memorandum,
might result in a material adverse change in the assets, properties,
liabilities, business, affairs, results of operations, condition (financial or
otherwise) or prospects of the Company on a consolidated basis.


 


4.7  Legal Compliance.


 


(a)  Except as is otherwise disclosed
in the Offering Memorandum, the Company has complied with all applicable laws,
rules, regulations, orders, licenses, judgments, writs, injunctions, decrees or
demands, except to the extent that failure to so comply would not materially
adversely affect the assets, properties, liabilities, business affairs, results
of operations, condition (financial or otherwise) or prospects of the Company
on a consolidated basis.


 


(b)  Except as is otherwise disclosed
in the Offering Memorandum, there are no adverse orders, judgments, writs,
injunctions, decrees, or demands of any court or administrative body, domestic
or foreign, or of any governmental agency or instrumentality, domestic or
foreign, outstanding against the Company.


 


4.8  Key Employees.


 


The Company has good
relationships with its employees and has not had and does not expect any
substantial labor problems.  The Company
has no knowledge as to any intentions of any key employee or any group of
employees to leave the employ of the Company.


 


4.9  Brokers.


 


No broker, finder or
investment banker or other party is entitled to any brokerage, finder’s or
other similar fee or commission in connection with this Agreement or any of the
Transactions contemplated hereby or thereby, based upon arrangements made by or
on behalf of the Company or any of its Affiliates.


 


SECTION 5.      REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


 


The Purchaser represents
and warrants to the Company as follows:


 


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5.1  Corporate Power and Authority.


 


The Purchaser has all
requisite power, authority and legal right to execute, deliver, enter into,
consummate the Transactions contemplated by and perform its obligations under
this Agreement.  The execution, delivery
and performance of this Agreement by the Purchaser have been duly authorized by
all required corporate and other actions. 
The Purchaser has duly executed and delivered this Agreement, and this
Agreement constitutes the legal, valid and binding obligations of the Purchaser
enforceable against the Purchaser in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to the rights of creditors generally or under general principles of
equity.


 


5.2  Investment Intent.


 


The Purchaser is capable
of evaluating the risk of its investment in the Shares being purchased by it
hereunder, has been advised by counsel as to the risk of such investment and is
able to bear the economic risk of such investment.  The Purchaser is purchasing the Shares to be purchased by it for
its own account for investment and not with a present view to any distribution
thereof in violation of applicable securities laws; provided, however,
that the Purchaser may transfer record and/or beneficial ownership of the
Shares to one or more Affiliates, officers or employees of Affiliates, in all
cases in compliance with federal securities laws.  It is understood that the disposition of the Purchaser’s property
shall at all times be within the Purchaser’s control.  If the Purchaser should in the future decide to dispose of any of
its Shares, it is understood that it may do so only in compliance with the
Securities Act, applicable state and federal securities laws, this Agreement
and the other Transaction Documents. 
The Purchaser is an “accredited investor” as defined in Rule 501(a)
under the Securities Act.


 


5.3  Brokers.


 


Except as disclosed on
Schedule 5.3 hereto, no broker, finder or investment banker or other party is
entitled to any brokerage, finder’s or other similar fee or commission in
connection with this Agreement or any of the Transactions contemplated hereby,
based upon arrangements made by or on behalf of the Purchaser or any of its
Affiliates.


 


SECTION 6.      RESTRICTIONS ON TRANSFER


 


The Purchaser agrees that
it shall not sell or otherwise dispose of any Shares unless, subject to any
other restrictions contained in the Transaction Documents or that otherwise
govern the Series A Preferred, such Shares have been registered under the
Securities Act and, to the extent required, under any applicable state
securities laws, or pursuant to an applicable exemption from such registration
requirements.  The Company may endorse
on all certificates representing Shares a legend stating or referring to such
transfer restrictions; provided, that no such legend shall be endorsed
on any Share certificates that, when issued, are no longer subject to the
restrictions of this Section 6. 
The Purchaser shall provide the Company with an opinion of its counsel
stating that the transfer of such Shares is in compliance with all federal
securities laws.  The Company shall not
unreasonably delay the transfer of such Shares.


 


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SECTION 7.      AFFIRMATIVE COVENANTS


 


The Company covenants and
agrees as follows:


 


7.1  Maintenance of Existence,
Properties and Franchises; Compliance with Law; Taxes; Insurance.


 


The Company will:


 


(a)  maintain its corporate
existence, rights and other franchises in full force and effect;


 


(b)  maintain its tangible assets in
good repair, working order and condition so far as necessary or advantageous to
the proper carrying on of its businesses; and


 


(c)  comply with all applicable laws
and with all applicable orders, rules, rulings, certificates, licenses,
regulations, demands, judgments, writs, injunctions and decrees, provided,
that such compliance shall not be necessary so long as (i) the
applicability or validity of any such law, order, rule, ruling, certificate,
license, regulation, demand, judgment, writ, injunction or decree shall be
contested in good faith by appropriate proceedings and (ii) failure to so
comply will not have a material adverse effect on the assets, properties,
liabilities, business, affairs, results of operations, condition (financial or
otherwise) or prospects of the Company on a consolidated basis.


 


7.2  Senior Securities.


 


The Company shall
maintain the senior status of the Series A Preferred such that it shall rank
senior in all respects, including the payment on liquidation and redemption, to
all other equity securities of the Company.


 


7.3  Further Assurances.


 


From time to time, upon
the Purchaser’s (a) reasonable request, the Company shall promptly and duly
execute and deliver any and all such further instruments and documents as the
Purchaser may reasonably deem necessary or desirable to obtain the full
benefits of the obligations of the Company under this Agreement and the other
rights and powers herein granted, and (b) reasonable instructions, the Company
shall execute and cause to be filed any document or filing presented to the
Company in proper form for signing or filing, in each case as the Purchaser may
reasonably deem necessary or desirable in light of and in connection with the
Company’s obligations under this Agreement to further effectuate the intent
hereunder, and the Company shall pay or cause to be paid any filing or other
fees in connection therewith.


 


7.4  Certificate of Incorporation
and By-Laws


 


(a)  The Company shall take all
action necessary so that the Amended and Restated Certificate of Incorporation
and the Amended and Restated By-Laws of the Company to be adopted at the
Closing remain in full force and effect and shall not amend or attempt to 


11

















 


amend either the Amended and Restated Certificate of Incorporation or
the Amended and Restated By-Laws except pursuant to obligations arising under
any of the Transaction Documents or as is otherwise permitted pursuant to the
terms of such Certificate of Incorporation and By-Laws in the form attached as
Exhibits A and B hereto.


 


SECTION 8.      NEGATIVE COVENANTS


 


8.1  No Avoidance of Obligations.


 


The Company will not, by
amendment of its Amended and Restated Certificate of Incorporation or through any
consolidation, merger, reorganization, transfer of assets, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Agreement.


 


8.2  No Change in Business.


 


The Company will not
change substantially the character of its business as described in the Offering
Memorandum except as is otherwise contemplated by the Transaction Documents and
described in the Offering Memorandum.


 


8.3  Private Placement Status.


 


Neither the Company nor
any agent nor other Person acting on the Company’s behalf will do or cause to
be done (or will omit to do or to cause to be done) any act which act (or which
omission) would result in bringing the issuance or sale of the Shares within the
provisions of Section 5 of the Securities Act or the filing, notification or
reporting requirements of any state securities law.


 


SECTION 9.      CONDITIONS TO PURCHASER’S OBLIGATIONS


 


The Purchaser’s
obligation to purchase Shares hereunder is subject to the simultaneous or prior
satisfaction of the following conditions at the Closing (any of which may be
waived by the Purchaser): provided that Sections 9.4 and 9.5 are
conditions to the obligations to consummate the Transaction provided for herein
of each of (i) the Purchaser and (ii) the Company.


 


9.1  Amendment to Certificate of
Incorporation and By-Laws


 


The Company shall have
taken all steps necessary to amend its Certificate of   Incorporation and By-Laws, so that such Charter documents are in
the form attached as Exhibits A and B hereto.


 


9.2  Certificates for Shares.


 


The Purchaser shall
receive the certificates for Shares contemplated by Section 2(b) hereof.


 


12

















 


9.3  Senior Status.


 


The Company shall have taken
all of the necessary actions so that the Series A Preferred shall rank senior
in all respects, including the payment on liquidation and redemption, to all
other equity securities of the Company.


 


9.4  Consummation of the Exchange
Offer.


 


Each of the conditions of
the Exchange Offer shall have been met and the Exchange Offer shall have been
consummated on the terms described in the Offering Memorandum.


 


9.5  Consummation/Existence of
Credit Facilities.


 


The Congress/CIT Credit
Facility and the New Senior Secured Credit Facility shall have been consummated
substantially in the form described in the Offering Memorandum and the BCP
Revolving Credit Facility shall be in existence without any material default
thereunder.


 


9.6  Accuracy of Representations
and Warranties.


 


The representations and
warranties of the Company contained in this Agreement herein or in any
certificate or document delivered pursuant hereto shall be correct and complete
on and as of the Closing Date with the same effect as though made on and as of
the Closing Date (after giving effect to the Transactions contemplated by this
Agreement).


 


9.7  Compliance with Agreements.


 


The Company shall have
performed and complied in all material respects with all agreements, covenants
and conditions contained in this Agreement and any other document contemplated
hereby which is required to be performed or complied with by the Company on or
before the Closing Date.


 


9.8  Officers’ Certificates.


 


The Purchaser shall have
received a certificate dated the Closing Date and signed by the President and
by the Chief Financial Officer of the Company, to the effect that the
conditions of Sections 9.4, 9.5, 9.7 and 9.10 (second sentence only) have
been satisfied.


 


9.9  Proceedings.


 


All corporate and other
proceedings in connection with the Transactions contemplated by this Agreement,
and all documents incident thereto, shall be in form and substance reasonably
satisfactory to the Purchaser and its counsel, and the Purchaser shall have
received all such originals or certified or other copies of such documents as
the Purchaser or its counsel may reasonably request.


 


13

















 


9.10  Legality; Governmental
and Other Authorization.


 


The purchase of and
payment for the Shares shall not be prohibited by any law or governmental
order, rule, ruling, regulation, release, interpretation or opinion applicable
to the Purchaser and shall not subject the Purchaser to any penalty, tax,
liability or other onerous condition. 
Any necessary consents, approvals, licenses, permits, orders and
authorizations of, and any filings, registrations or qualifications with, any
governmental or admini­strative agency or other Person, with respect to the
sale of the Shares pursuant to this Agreement shall have been obtained or made
and shall be in full force and effect. 
The Company shall have delivered to the Purchaser, upon its reasonable
request setting forth what is required, factual certificates or other evidence,
in form and substance reasonably satisfactory to the Purchaser and its counsel,
to enable the Purchaser to establish compliance with this condition.


 


9.11  Other Documents.


 


The Purchaser shall have
received such other documents, in form and substance reasonably satisfactory to
the Purchaser and its counsel, relating to matters incident to the Transactions
contemplated hereby as the Purchaser may reasonably request.


 


SECTION 10.     CONDITIONS TO COMPANY’S OBLIGATIONS


 


The Company’s obligation
to sell Shares hereunder is subject to satisfaction of the following conditions
at the Closing (any of which may be waived by the Company):


 


10.1  Payment of Aggregate
Purchase Price.


 


The Company shall have
received the Aggregate Purchase Price from the Purchaser.


 


SECTION 11.     BREACH OF REPRESENTATIONS, WARRANTIES AND
COVENANTS


 


(a)  The representations, warranties,
covenants and agreements of the Company and the Purchaser contained in this
Agreement or in any document or certificate delivered pursuant hereto or in
connection herewith shall survive from the Closing Date, and shall continue in
effect following the execution and delivery of this Agreement, the closing
hereunder, any investigation at any time made by the Purchaser or on its behalf
or by any other Person and the issuance, sale and delivery of the Shares.  All statements contained in any certificate
or other document delivered by or on behalf of the Company pursuant hereto
shall constitute representations and warranties by the Company hereunder.


 


(b)  The Company agrees to indemnify
and hold the Purchaser harmless from and against and will pay to the Purchaser
an amount sufficient to indemnify the Purchaser against the full amount of any
loss, damage, liability or expense (including amounts paid in settlement and
reasonable attorneys’ fees and expenses) to the Purchaser resulting either
directly or indirectly from any breach of the representations, warranties,
covenants or agreements of the Company


 


14

















 


contained in any Agreement or any other document or certificate
delivered pursuant hereto or in connection herewith.


 


SECTION 12.     EXPENSES


 


(a)  In addition to all other sums
due hereunder or provided for in this Agreement, the Company shall pay to the
Purchaser or its agents, respectively, an amount sufficient to indemnify such
persons against all reason­able costs and expenses (including reasonable
attorneys’ fees and expenses and reasonable costs of investigation) and damages
and liabilities incurred by the Purchaser or its agents pursuant to any
third-party investigation or proceeding against any or all of the Company, the
Purchaser or their agents, arising out of or in connection with this Agreement
or the Purchaser’s purchase of the Shares (or any other document or instrument
executed herewith or pursuant hereto), whether or not the Transactions are
consummated, which investigation or proceeding requires the participation of
the Purchaser or its agents or is commenced or filed against the Purchaser or
its agents because of this Agreement or the Purchaser’s purchase of the Shares
(or any other document or instrument executed herewith or pursuant hereto),
other than any investigation or proceeding in which it is finally determined
that there was (i) gross negligence or willful misconduct on the part of the
Purchaser or its agents or (ii) a material breach by Purchaser of any of its
representations or warranties contained herein.  The Company shall assume the defense, and shall appoint counsel
of its choice to represent the Purchaser and such agents, in con­nection with
investigating, defending or preparing to defend any such action, suit, claim or
proceeding (including any inquiry or investigation); provided, however,
that the Purchaser, or any such agent, shall have the right (without releasing
the Company from any of its obligations hereunder) to employ its own counsel
and either to direct its own defense or to participate in the Company’s
defense, but the fees and expenses of such counsel shall be at the expense of
such person un­less (i) the employment of such counsel shall have been
authorized in writing by the Company in connection with such defense, (ii) the
Company shall not have provided its counsel to take charge of such defense or
(iii) there may be defenses avail­able to the Purchaser, or such agent of the
Purchaser which are different from or ad­ditional to those available to the
Company, then in any of such events referred to in clauses (i), (ii) or (iii)
such reasonable counsel fees and expenses (but only for one counsel for the
Purchaser and its agents) shall be borne by the Company.  Any settlement of any such action, suit,
claim or proceeding shall require the consent of both the Company and such
indemnified person (neither of which shall unreasonably withhold its consent).


 


(b)  The Company agrees to pay, or to
cause to be paid, all documentary, stamp and other similar Taxes, other than
transfer taxes payable upon the transfer by the Purchaser of Shares to a
Transferee, which transfer taxes shall be paid by the Transferee, levied under
the laws of the United States of America, any state or local Taxing Authority
thereof or therein or any other applicable jurisdiction in connection with the
issuance and sale of the Shares and the execution and delivery of this
Agreement and any other documents or instruments contemplated hereby and will
hold the Purchaser harmless without limitation as to time against any and all
liabilities with respect to all such Taxes.


 


(c)  The obligations of the Company
under this Section 12 shall survive the Closing hereunder and any termination
of this Agreement.


 


15

















 


SECTION 13.     DIRECT PAYMENTS


 


As long as the Purchaser
shall be the holder of any Shares, the Company will make all redemption
payments, liquidation payments and other distributions by wire transfer to the
Purchaser’s or such other holder’s (or its nominee’s) account at any bank or
trust company, notwithstanding any contrary provision herein or in the
Company’s Amended and Restated Certificate of Incorporation with respect to the
place of payment.  All such payments
shall be made in U.S. dollars and in federal or other immediately available
funds.


 


SECTION 14.     AMENDMENTS AND WAIVERS


 


The terms and provisions
of this Agreement may be amended, waived, modified or terminated only with the
written consent of each of the Purchaser and the Company.


 


SECTION 15.     EXCHANGE OF SHARES; CANCELLATION OF SURRENDERED SHARES; REPLACEMENT


 


(a)  Subject to Section 6 hereof, at
any time at the request of the Purchaser to the  at its address provided under Section 16 hereof, the Company at
its expense will issue and deliver to or upon the order of the Purchaser in
exchange therefor a new certificate or certificates in such amount or amounts
as the Purchaser may request in the aggregate representing the number of Shares
represented by such surrendered certificates, and registered in the name of the
Purchaser.


 


(b)  Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
any Share certificate and, in the case of any such loss, theft or destruction,
upon delivery of an indemnity agreement reasonably satisfactory to the Company
(if requested by the Company and unsecured in the case of the Purchaser or
another similar institutional holder), or in the case of any such mutilation,
upon surrender of such Share certificate, (which surrendered Share certificate
shall be canceled by the Company), the Company will issue a new Share
certificate of like tenor in lieu of such lost, stolen, destroyed or mutilated
Share certificate, as if the lost, stolen, destroyed or mutilated Share
certificate were then surrendered for exchange.


 


SECTION 16.     NOTICES


 


All notices, requests,
demands, consents and other communications hereunder shall be in writing and
shall be delivered by hand or shall be sent by telex or telecopy (confirmed by
registered, certified or overnight mail or courier, postage and delivery
charges prepaid), (i) if to the Company, to The Doe Run Resources
Corporation, 1801 Park 270 Drive, Suite 300, St. Louis, MO 63146, Attention:
Marvin Kaiser or (ii) if to the Purchaser, to The Renco Group, Inc., 30
Rockefeller Plaza, 42nd Floor, New York, NY 10112, Attention: Ira
Leon Rennert, or at such other address as a party may from time to time
designate as its address in writing to the other party to this Agreement.  Whenever any notice is required to be given
hereunder, such notice


 


16

















 


shall be deemed given and such requirement satisfied only when such
notice is delivered or, if sent by telex or telecopier, when received.


 


SECTION 17.     MISCELLANEOUS


 


(a)  This Agreement, together with
any further agreements entered into by the Purchaser and the Company at the
Closing hereunder, contains the entire agreement between the Purchaser and the
Company, and supersede any prior oral or written agreements, commitments, terms
or understandings, regarding the subject matter hereof.


 


(b)  Any provision of this Agreement
which 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 provision of law which may render any provision
hereof prohibited or unenforceable in any respect.


 


(c)  This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns, whether so expressed or not; provided, that (a)
the Company may not assign any of its rights, duties or obligations under this
Agreement, except with the Purchaser’s written consent, and (b) the Purchaser
may assign any of its rights, duties or obligations under this Agreement to a
purchaser of its Shares, provided further that such purchaser is
reasonably acceptable to the Company and that such purchaser agrees in writing
to assume the obligations of the Purchaser under this  Agreement.


 


(d)  In addition to any assignment by
operation of law, the Purchaser may assign, in whole or in part, any or all of
its rights (and/or obligations) under this Agreement to any permitted transferee
of any or all of its Shares, and (unless such assignment expressly provides
otherwise) any such assignment shall not diminish the rights the Purchaser
would otherwise have under this Agreement or with respect to any remaining
Shares held by the Purchaser.


 


(e)  No course of dealing and no
delay on the part of any party hereto in exercising any right, power, or remedy
conferred by this Agreement shall operate as a waiver thereof or otherwise
prejudice such party’s rights, powers and remedies.  No single or partial exercise of any right, power or remedy
conferred by this Agreement shall preclude any other or further exercise
thereof or the exercise of any other right, power or remedy.


 


(f)  The headings and captions in
this Agreement are for convenience of reference only and shall not define,
limit or otherwise affect any of the terms or provisions hereof.


 


(g)  This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York (other
than any conflict of laws rule which might result in the application of the
laws of any other jurisdiction).


 


17

















 


(h)  This Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument, and all signatures need not appear on
any one counterpart.


 


(i)   THE COMPANY HEREBY CONSENTS TO
THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW
YORK, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO THE PURCHASER’S
ELECTION, ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR THE SHARES
MAY BE LITIGATED IN SUCH COURTS.  EACH
OF THE COMPANY AND THE PURCHASER AGREE TO USE THEIR BEST GOOD FAITH EFFORTS TO
RESOLVE ANY DISPUTES BETWEEN THEM, WHETHER BY MEDIATION, INFORMAL EFFORTS OR
OTHERWISE, PRIOR TO INITIATING ANY ACTIONS OR PROCEEDINGS IN ANY STATE OR
FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK.  THE COMPANY ACCEPTS FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
(SUBJECT TO APPEAL) THEREBY IN CONNECTION WITH THIS AGREEMENT OR THE
SHARES.  NOTHING HEREIN SHALL AFFECT THE
RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE
RIGHT OF THE PURCHASER TO BRING PROCEEDINGS OR OBTAIN OR ENFORCE JUDGMENTS
AGAINST THE COMPANY IN THE COURTS OF ANY OTHER JURISDICTION.


 


(j)   THE COMPANY AND THE PURCHASER
HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE SHARES, OR ANY
DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION.  THE COMPANY AND THE PURCHASER ALSO WAIVE ANY
BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE
REQUIRED OF THE PURCHASER.  THE SCOPE OF
THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY
BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  THE COMPANY AND THE PURCHASER FURTHER
WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 
THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS AGREEMENT OR
THE SHARES.  IN THE EVENT OF LITIGATION,
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY
THE COURT.


 


18

















 


(k)  All fees, costs and expenses
(including reasonable attorneys’ fees and expenses) incurred by the prevailing
party in any judicial action or proceeding seeking to enforce the terms of this
Agreement shall be paid by the non-prevailing party in such action.


 


 


[remainder of page intentionally left blank]


 


19

















 


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


 


	
   

  	
   

  	
  THE DOE RUN RESOURCES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Marvin Kaiser

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Accepted and Agreed to as of the
date first above written by the  
undersigned Purchaser:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE RENCO GROUP, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Roger Fay

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Roger Fay

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President—Finance

  	
   

  	
   

  	
   

  
									



 

















 


EXHIBIT A


 


AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF THE COMPANY


 

















 


EXHIBIT B


 


AMENDED AND RESTATED
BY-LAWS OF THE COMPANY


 

















 


Schedule 4.2(a) to the
Agreement


 


Upon the adoption of the
Amended and Restated Certificate of Incorporation, the capitalization of the
Company shall be as follows:


 


Capital Stock of the Company


 


(a)  The number of authorized shares
of Common Stock of the Company is 1,667.


 


(b)  The number of authorized shares
of Preferred Stock of the Company is 5,000.


 


(c)  The number of shares of
Preferred Stock designated as Series A Redeemable is 5,000.


 


(d)  There are no designations of
classes of Common Stock.


 


(e)  After giving effect to the
issuance of the Shares on the Closing Date, the number of shares outstanding of
the Series A Redeemable will be 2,000.


 


(f)  After giving effect to the
issuance of the Shares on the Closing Date, the number of shares outstanding of
the Common Stock on the Closing Date will be 1,000.


 

















 


Schedule 4.3 to the
Agreement


 


Subsidiaries of the Company


 


The following entities are subsidiaries of the
Company:


 


(a)  DR Land Holdings, LLC


 


(b)  Doe Run Cayman Ltd., A Cayman
Islands Company


 


(c)  Fabricated Products, Inc., a
Delaware Corporation


 


(d)  Doe Run Exploration S.A. Ltd., a
South African Company


 


(e)  The Buick Resource Recycling
Facility, LLC, a Delaware Limited Liability Company


 


(f)  Doe Run Peru S.R.L., a Peruvian
Company


 


(g)  Doe Run Development S.A.C., a
Peruvian Company


 

















 


	
   

  
	
   

  
	
   

  
	
  STOCK
  PURCHASE AGREEMENT

  
	
   

  
	
  dated
  as of

  
	
   

  
	
  October
  29, 2002

  
	
   

  
	
  between

  
	
   

  
	
  THE
  DOE RUN RESOURCES CORPORATION

  
	
   

  
	
  and

  
	
   

  
	
  THE
  RENCO GROUP, INC.

  
	
   

  
	
   

  
	
   

  



 


i

















 


EXHIBIT A                                              Amended
and Restated Certificate of Incorporation of the Company


EXHIBIT B                                                Opinions
of Counsel for the Company