Exhibit 10.19.10


 


 




 





 


THE DOE RUN
RESOURCES CORPORATION


 


AMENDED AND
RESTATED CREDIT AGREEMENT


 


Dated as of
April 30, 2004


 


THE RENCO GROUP,
INC., Agent and Lender


 




 





 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  DEFINITIONS;
  CERTAIN RULES OF CONSTRUCTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  CREDITS.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1.

  	
  Term Credit.

  	
   

  
	
   

  	
  2.2.

  	
  Discretionary Credits.

  	
   

  
	
   

  	
  2.3.

  	
  Application of Proceeds.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  INTEREST;
  DISCOUNT; FEES.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1.

  	
  Interest.

  	
   

  
	
   

  	
  3.2.

  	
  [Intentionally Deleted]

  	
   

  
	
   

  	
  3.3.

  	
  Fees

  	
   

  
	
   

  	
  3.4.

  	
  Changes in
  Circumstances; Yield Protection.

  	
   

  
	
   

  	
  3.5.

  	
  Computations of
  Interest and Fees

  	
   

  
	
   

  	
  3.6.

  	
  Maximum Lawful Interest
  Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  PAYMENT.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1.

  	
  Payment at Maturity

  	
   

  
	
   

  	
  4.2.

  	
  Contingent Required
  Prepayments.

  	
   

  
	
   

  	
  4.3.

  	
  Voluntary Prepayments

  	
   

  
	
   

  	
  4.4.

  	
  Reborrowing;
  Application of Payments, etc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  [INTENTIONALLY
  DELETED]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  GENERAL
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1.

  	
  Taxes and
  Other Charges; Accounts Payable.

  	
   

  
	
   

  	
  6.2.

  	
  Conduct of Business, etc.

  	
   

  
	
   

  	
  6.3.

  	
  Insurance.

  	
   

  
	
   

  	
  6.4.

  	
  Financial Statements
  and Reports

  	
   

  
	
   

  	
  6.5.

  	
  Certain Financial Tests.

  	
   

  
	
   

  	
  6.6.

  	
  Indebtedness

  	
   

  
	
   

  	
  6.7.

  	
  Liens

  	
   

  
	
   

  	
  6.8.

  	
  Investments and
  Acquisitions

  	
   

  
	
   

  	
  6.9.

  	
  Distributions

  	
   

  
	
   

  	
  6.10.

  	
  Asset Dispositions and
  Mergers

  	
   

  
	
   

  	
  6.11.

  	
  Issuance
  of Equity by Subsidiaries; Subsidiary Distributions.

  	
   

  
	
   

  	
  6.12.

  	
  Voluntary
  Prepayments of Other Indebtedness

  	
   

  
	
   

  	
  6.13.

  	
  Derivative Contracts

  	
   

  
	
   

  	
  6.14.

  	
  Negative Pledge Clauses

  	
   

  
	
   

  	
  6.15.

  	
  ERISA, etc

  	
   

  



 


i

















 


	
   

  	
  6.16.

  	
  Transactions with
  Affiliates

  	
   

  
	
   

  	
  6.17.

  	
  Environmental
  Laws.

  	
   

  
	
   

  	
  6.18.

  	
  Management
  Fees

  	
   

  
	
   

  	
  6.19.

  	
  [Intentionally
  Deleted]

  	
   

  
	
   

  	
  6.20.

  	
  Future
  Subsidiaries; Further Assurances

  	
   

  
	
   

  	
  6.21.

  	
  [Intentionally
  Deleted]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  REPRESENTATIONS
  AND WARRANTIES OF COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.1.

  	
  Organization and Business.

  	
   

  
	
   

  	
  7.2.

  	
  Financial
  Statements and Other Information; Material Agreements.

  	
   

  
	
   

  	
  7.3.

  	
  Agreements
  Relating to Financing Debt, Investments, etc

  	
   

  
	
   

  	
  7.4.

  	
  Changes
  in Condition

  	
   

  
	
   

  	
  7.5.

  	
  Title to
  Assets

  	
   

  
	
   

  	
  7.6.

  	
  Operations in
  Conformity with Law, etc

  	
   

  
	
   

  	
  7.7.

  	
  Litigation

  	
   

  
	
   

  	
  7.8.

  	
  Authorization and
  Enforceability

  	
   

  
	
   

  	
  7.9.

  	
  No Legal Obstacle to
  Agreements

  	
   

  
	
   

  	
  7.10.

  	
  Defaults

  	
   

  
	
   

  	
  7.11.

  	
  Licenses, etc

  	
   

  
	
   

  	
  7.12.

  	
  Taxes

  	
   

  
	
   

  	
  7.13.

  	
  Certain Business
  Representations.

  	
   

  
	
   

  	
  7.14.

  	
  Pension Plans

  	
   

  
	
   

  	
  7.15.

  	
  Environmental Regulations.

  	
   

  
	
   

  	
  7.16.

  	
  Indentures

  	
   

  
	
   

  	
  7.17.

  	
  Government
  Regulation; Margin Stock.

  	
   

  
	
   

  	
  7.18.

  	
  Solvency

  	
   

  
	
   

  	
  7.19.

  	
  [Intentionally
  Deleted]

  	
   

  
	
   

  	
  7.20.

  	
  Disclosure

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  DEFAULTS.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1.

  	
  Events of
  Default

  	
   

  
	
   

  	
  8.2.

  	
  Certain
  Actions Following an Event of Default

  	
   

  
	
   

  	
  8.3.

  	
  Annulment
  of Defaults

  	
   

  
	
   

  	
  8.4.

  	
  Waivers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  EXPENSES;
  INDEMNITY.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.1.

  	
  Expenses

  	
   

  
	
   

  	
  9.2.

  	
  General
  Indemnity

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  AGENT.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.1.

  	
  Percentage Interests

  	
   

  
	
   

  	
  10.2.

  	
  Agent’s Authority to Act,
  etc

  	
   

  
	
   

  	
  10.3.

  	
  Company to Pay Agent, etc

  	
   

  
	
   

  	
  10.4.

  	
  Lender Operations
  for Advances, etc.

  	
   

  



 


ii

















 


	
   

  	
  10.5.

  	
  Sharing
  of Payments, etc

  	
   

  
	
   

  	
  10.6.

  	
  Agent’s
  Resignation

  	
   

  
	
   

  	
  10.7.

  	
  Concerning
  the Agent.

  	
   

  
	
   

  	
  10.8.

  	
  Rights as
  a Lender

  	
   

  
	
   

  	
  10.9.

  	
  Independent Credit Decision

  	
   

  
	
   

  	
  10.10.

  	
  Indemnification

  	
   

  
	
   

  	
  10.11.

  	
  Assumption of Agent’s
  Rights

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  SUCCESSORS
  AND ASSIGNS; LENDER ASSIGNMENTS AND PARTICIPATIONS.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.1.

  	
  Successors and Assigns

  	
   

  
	
   

  	
  11.2.

  	
  Assignments
  by Lenders.

  	
   

  
	
   

  	
  11.3.

  	
  Credit
  Participants

  	
   

  
	
   

  	
  11.4.

  	
  Special Purpose
  Funding Vehicles

  	
   

  
	
   

  	
  11.5.

  	
  Replacement of Affected
  Lender

  	
   

  
	
   

  	
  11.6.

  	
  Replacement of
  Departing Lenders

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  CONFIDENTIALITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  NOTICES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  AMENDMENTS,
  CONSENTS, WAIVERS, ETC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  14.1.

  	
  Lender Consents for
  Amendments

  	
   

  
	
   

  	
  14.2.

  	
  Course of
  Dealing; No Implied Waivers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  GENERAL
  PROVISIONS.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.1.

  	
  Defeasance

  	
   

  
	
   

  	
  15.2.

  	
  No
  Strict Construction

  	
   

  
	
   

  	
  15.3.

  	
  Certain Acknowledgments

  	
   

  
	
   

  	
  15.4.

  	
  Venue;
  Service of Process; Certain Waivers

  	
   

  
	
   

  	
  15.5.

  	
  WAIVER
  OF JURY TRIAL

  	
   

  
	
   

  	
  15.6.

  	
  Interpretation;
  Governing Law; etc

  	
   

  
	
   

  	
  15.7.

  	
  Specified
  Waivers.

  	
   

  
	
   

  	
  15.8.

  	
  Effect of Amendment
  and Restatement

  	
   

  



 


iii

















 


EXHIBITS


 


	
  Exhibit 2.1.2

  	
   

  	
   

  	
  Note

  	
   

  
	
  Exhibit 6.4

  	
   

  	
  -

  	
  Compliance Certificate

  	
   

  
	
  Exhibit 7.1

  	
   

  	
  -

  	
  Company and its
  Subsidiaries

  	
   

  
	
  Exhibit 7.1.5

  	
   

  	
  -

  	
  Capitalization

  	
   

  
	
  Exhibit 7.2.1

  	
   

  	
  -

  	
  Contingent Liabilities

  	
   

  
	
  Exhibit 7.2.2

  	
   

  	
  -

  	
  Material Agreements

  	
   

  
	
  Exhibit 7.3

  	
   

  	
  -

  	
  Financing Debt and
  Investments

  	
   

  
	
  Exhibit 7.4

  	
   

  	
  -

  	
  Material Adverse
  Changes

  	
   

  
	
  Exhibit 7.6

  	
   

  	
  -

  	
  Operations in
  Conformity with Law

  	
   

  
	
  Exhibit 7.7

  	
   

  	
  -

  	
  Litigation

  	
   

  
	
  Exhibit 7.11

  	
   

  	
  -

  	
  Licenses

  	
   

  
	
  Exhibit 7.12

  	
   

  	
  -

  	
  Tax Audits,
  Administrative and Judicial Proceedings

  	
   

  
	
  Exhibit 7.13.1

  	
   

  	
  -

  	
  Labor Relations

  	
   

  
	
  Exhibit 7.13.2

  	
   

  	
  -

  	
  Distributors, Customers
  and Suppliers

  	
   

  
	
  Exhibit 7.13.5

  	
   

  	
  -

  	
  Extraordinary
  Obligations

  	
   

  
	
  Exhibit 7.13.6

  	
   

  	
  -

  	
  Future Expenditures

  	
   

  
	
  Exhibit 7.14

  	
   

  	
  -

  	
  Multi-employer and
  Defined Benefit Plans

  	
   

  
	
  Exhibit 7.15.1

  	
   

  	
  -

  	
  Environmental
  Compliance

  	
   

  
	
  Exhibit 7.15.2

  	
   

  	
  -

  	
  Environmental
  Litigation

  	
   

  
	
  Exhibit 7.15.3

  	
   

  	
  -

  	
  Hazardous Materials

  	
   

  
	
  Exhibit 7.15.4

  	
   

  	
  -

  	
  Environmental Condition
  of Properties

  	
   

  
	
  Exhibit 10.1

  	
   

  	
  -

  	
  Percentage Interests

  	
   

  
	
  Exhibit 11.2.1

  	
   

  	
  -

  	
  Assignment and
  Acceptance

  	
   

  



 


iv

















 


THE DOE RUN
RESOURCES CORPORATION


 


AMENDED AND
RESTATED CREDIT AGREEMENT


 


This Amended and Restated
Credit Agreement, dated as of April 30, 2004 is among The Doe Run
Resources Corporation, a New York corporation, the Lenders (as defined below)
from time to time party hereto and The Renco Group, Inc., a New York
Corporation, in its capacity as Agent (as defined below) for the Lenders.


 


W  I  T
N  E  S  S  E  T  H:


 


WHEREAS, on
October 29, 2002, the Company entered into that certain Credit Agreement
(as amended prior to the date hereof, the “Existing Credit Agreement”),
by and among the Company, Regiment Capital II, L.P. and Lathi, LLC
(collectively, the “Prior Lenders”), as lenders thereunder and Regiment
Capital Advisors, L.L.C. (“Regiment”), as agent for the Prior Lenders,
pursuant to which the Prior Lenders made, upon certain terms and conditions,
loans and advances and provided other financial accommodations to the Company
secured by certain assets and properties of the Company and the Obligors;


 


WHEREAS, pursuant to that
certain Assignment and Acceptance, dated as of March 21, 2003, by and
among the Company, the Prior Lenders, as assignors, Renco, as assignee and
Regiment, as agent for the Prior Lenders, Renco has been assigned all rights of
Regiment under the Credit Documents, as agent thereunder and all rights of the
Prior Lenders as lenders thereunder including, without limitation, the right to
receive all payments of principal, interest and fees due under the Existing
Credit Agreement and the right to all collateral pledged as security under the
Credit Documents; and


 


WHEREAS, the Company and
Renco desire to enter into this Agreement to amend and restate the provisions
of the Existing Credit Agreement;


 


NOW, THEREFORE, in
consideration of the mutual benefits accruing to the Company and Renco
hereunder and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
that the Existing Credit Agreement is hereby amended and restated to read as
follows:


 


1.                                       Definitions; Certain Rules of
Construction.  Certain
capitalized terms are used in this Agreement with the specific meanings defined
below in this Section 1.  Except as
otherwise explicitly specified to the contrary or unless the context clearly
requires otherwise, (a) the capitalized term “Section” refers to sections of
this Agreement, (b) the capitalized term “Exhibit” refers to exhibits to this
Agreement, (c) references to a particular Section include all subsections
thereof, (d) the word “including” shall be construed as “including without
limitation”, (e) accounting terms not otherwise defined herein have the meaning
provided under GAAP, (f) references to a particular statute or regulation
include all rules and regulations thereunder and any successor statute,
regulation or rules, in each case as from time to time in effect,


 


1

















 


(g) references to a
particular Person include such Person’s successors and assigns to the extent
not prohibited by this Agreement and the other Credit Documents, (h) references
to “$” means United States Funds and (i) references to “the date hereof” mean
the date first set forth above.


 


“Accumulated Benefit
Obligations” means the actuarial present value of the accumulated benefit
obligations under any Plan, calculated in a manner consistent with Statement
No. 87 of the United States Financial Accounting Standards Board.


 


“Actual Pro Forma Tax
Liability” means, with respect to any fiscal year of the Company, the pro
forma federal and state income tax liability of the Company for such fiscal
year based on Taxable Net Income for such fiscal year and all relevant tax
attributes; provided,
however,
that for purposes of calculating Actual Pro Forma Tax Liability, (a) each of
the Company and its Subsidiaries shall be deemed to have become a C corporation
under the Code on the day after the Closing Date, (b) the Company shall be
deemed to be subject to the taxes imposed on C corporations by Subtitle A of
the Code and similar provisions of state law and (c) neither the Company nor
any of its Subsidiaries shall take into account (i) any income attributable to
any cancellation of Indebtedness occurring as a result of any transaction on or
prior to the Closing Date or (ii) any ancillary effect of any such cancellation
of Indebtedness on the basis of the assets of the Company or any of its
Subsidiaries.


 


“Affected Lender”
is defined in Section 11.5.


 


“Affiliate” means,
with respect to the Company (or any other specified Person), any other Person
directly or indirectly controlling, controlled by or under direct or indirect
common control with the Company (or such specified Person), and shall include
(a) any officer, director, general partner or managing member of the Company
(or such specified Person), (b) any Person of which the Company (or such
specified Person) or any Affiliate (as defined in clause (a) above) of the
Company (or such specified Person) shall, directly or indirectly, beneficially
own either (i) at least 10% of the outstanding equity securities having the
general power to vote or (ii) at least 10% of all equity interests, (c) any
Person which shall, directly or indirectly, beneficially own either (i) at
least 10% of the outstanding equity securities of the Company (or such
specified Person) having the general power to vote or (ii) at least 10% of all
equity interests of the Company (or such specified Person) and (d) any Person
directly or indirectly possessing the power to control the Company (or such
specified Person) through a management agreement, voting agreement or other
contract.


 


“Agent” means
Renco in its capacity as agent for the Lenders hereunder, as well as its
successors and assigns in such capacity pursuant to Section 10.6.


 


“Agreement” means
this Amended and Restated Credit Agreement as from time to time amended,
modified and in effect.


 


“Annualized Taxable
Net Income” means:


 


(a)                                  with
respect to any Tax Payment Date occurring on February 15 or April 15,
Taxable Net Income for the fiscal quarter of the Company ended on the most
recent January 31, as computed on an annualized basis in accordance with
the provisions of section 6655 of the Code and the related regulations;


 


2

















 


(b)                                 with
respect to any Tax Payment Date occurring on July 15, Taxable Net Income
for the period of two consecutive fiscal quarters of the Company ended on the
most recent April 30, as computed on an annualized basis in accordance
with the provisions of section 6655 of the Code and the related
regulations; and


 


(c)                                  with
respect to any Tax Payment Date occurring on October 15, Taxable Net
Income for the period of three consecutive fiscal quarters of the Company ended
on the most recent July 31, as computed on an annualized basis in
accordance with the provisions of section 6655 of the Code and the related
regulations.


 


“Applicable Rate”
means:


 


(a)                                  on
any date on which no Event of Default exists, 111⁄4%; and


 


(b)                                 on
any date on which any Event of Default exists, 131⁄4%.


 


“Approving Lenders”
means, with respect to any Discretionary Credit, the Required Lenders approving
the Discretionary Credit Request for such Discretionary Credit.


 


“Asset Transfer
Agreement” means the Asset Transfer Agreement dated as of October 29,
2002, as amended and in effect from time to time, between the Company and Doe
Run Buick.


 


“Asset Transfer
Documents” means:


 


(a)                                  the
Asset Transfer Agreement;


 


(b)                                 the
Bill of Sale to be executed and delivered by each of the Company and Doe Run
Buick after the Closing Date as required by the Asset Transfer Agreement;


 


(c)                                  the
Intellectual Property License to be executed and delivered by each of the
Company and Doe Run Buick after the Closing Date as required by the Asset
Transfer Agreement;


 


(d)                                 the
Assignment of Contracts to be executed and delivered by each of the Company and
Doe Run Buick after the Closing Date as required by the Asset Transfer
Agreement;


 


(e)                                  the
Quitclaim Deed to be executed and delivered by each of the Company and Doe Run
Buick after the Closing Date as required by the Asset Transfer Agreement; and


 


(f)                                    the
Facilities Operating Agreement to be executed and delivered by each of the
Company and Doe Run Buick after the Closing Date as required by the Asset
Transfer Agreement.


 


“Assignee” is
defined in Section 11.2.1.


 


3

















 


“Assignment and
Acceptance” is defined in Section 11.2.1.


 


“Bankruptcy Code”
means Title 11 of the United States Code.


 


“Bankruptcy Default”
means an Event of Default referred to in Section 8.1.12.


 


“BCP” means Banco
de Crédito de Peru.


 


“BCP Credit Agreement”
means the Contrato de Linea de Crédito en Moneda Extranjera dated as of
September 17, 2002 and effective as of September 25, 2002, as amended
and in effect from time to time, among the lenders party thereto, BCP, as agent
for such lenders, and Doe Run Peru.


 


“Board of Directors”
means each of (a) the board of directors of the Company, (b) each committee of
the board of directors of the Company, (c) the board of directors of each
Subsidiary of the Company and (d) each committee of the board of directors of
each Subsidiary of the Company.


 


“Bondholder
Intercreditor Agreement” means the Intercreditor Agreement dated as of
March 21, 2003, as amended and in effect from time to time, among
Congress, as agent under the Congress/CIT Loan and Security Agreement, the
Agent and the Collateral Agent.


 


“Buick Assets”
means all the assets of the Company and its Subsidiaries that pertain to the
Buick division of the Company, except for the Excluded Assets (as defined in
the Asset Transfer Agreement).


 


“Business Day”
means any day other than Saturday, Sunday or a day on which banks in New York,
New York are authorized or required by law or other governmental action to
close.


 


“By-laws” means
all written by-laws, rules, regulations and other documents relating to the
management, governance or internal regulation of any Person other than an
individual, all as from time to time in effect.


 


“Capital Expenditure
Formula Amount” means, with respect to any fiscal year of the Company, the
greater of:


 


(a)                                  the
total of (i) Consolidated Domestic EBITDA during the fiscal year of the Company
most recently ended minus (ii) Consolidated Domestic Fixed
Charges (other than Distributions made by the Company pursuant to
Section 6.9.6) during the fiscal year of the Company most recently ended;
and


 


(b)                                 $5,000,000.


 


“Capital Expenditures”
means, for any period, without duplication, all expenditures by the Company and
its Subsidiaries for, or contracts for expenditures (other than contracts for
such expenditures where payments for such expenditures are to be made in any
subsequent period) for, any fixed or capital assets or improvements, or for
replacements,


 


4

















 


substitutions or
additions thereto (excluding repairs and maintenance in the ordinary course of
business), which have a useful life of more than one (1) year, including, but
not limited to, (a) the direct or indirect acquisition of such assets by way of
offset items or otherwise and Capitalized Lease Obligations incurred in respect
of such fixed or capital assets during such period, and (b) the items described
in clause (e) under the definition of “Investments”.


 


“Capitalized Lease”
means any lease which is required to be capitalized on the balance sheet of the
lessee in accordance with GAAP.


 


 “Capitalized Lease Obligations” means
any obligation to pay rent or other amounts under a lease of (or other
agreement conveying the right to use) any property (whether real, personal or
mixed) that is required to be classified and accounted for as a capital lease
obligation under GAAP, and, for purposes of this Agreement, the amount of such
obligation at any date shall be the capitalized amount thereof at such date,
determined in accordance with GAAP.


 


“Cash Equivalents”
means, at any time, (a) any evidence of indebtedness with a maturity of one (1)
year or less issued or directly and fully guaranteed or insured by the United States
of America or any agency or instrumentality thereof; provided, that, the full
faith and credit of the United States of America is pledged in support thereof,
except in the case of any such evidence of indebtedness issued by the Student
Loan Marketing Association, the Federal National Mortgage Association, a
Federal Farm Credit Bank or a Federal Home Loan Bank so long as any such
evidence of indebtedness issued by such federal governmental entities is rated
at least A-1 by S&P or at least P-1 by Moody’s; (b) certificates of deposit
or bankers’ acceptances with a maturity of one (1) year or less of any
financial institution that is a member of the Federal Reserve System having
combined capital and surplus and undivided profits of not less than Two Hundred
Fifty Million Dollars ($250,000,000); (c) commercial paper (including variable
rate demand notes) with maturity of one (1) year or less issued by a
corporation (except an Affiliate of the Company) organized under the laws of
any State of the United States of America or the District of Columbia and rated
at least A-1 by S&P or at least P-1 by Moody’s; (d) repurchase obligations
with a term of not more than thirty (30) days for underlying securities of the
types described in clause (a) above entered into with any bank meeting the
qualifications specified in clause (b) above; (e) repurchase agreements and
reverse repurchase agreements relating to marketable direct obligations issued
or unconditionally guaranteed by the United States of America, in each case maturing
within one (1) year or less from the date of acquisition; provided, that, the
terms of such agreements comply with the guidelines set forth in the Federal
Financial Agreements of Depository Institutions With Securities Dealers and
Others, as adopted by the Comptroller of the Currency on October 31, 1985;
and (f) investments in money market funds and mutual funds which invest
substantially all of their assets in securities of the types described in
clauses (a) through (e) above.


 


“CERCLA” means the
federal Comprehensive Environmental Response, Compensation and Liability Act of
1980.


 


“Change of Control”
means an Event of Default referred to in Section 8.1.6(a), 8.1.6(b) or
8.1.6(c).


 


5

















 


“Charter” means
the articles of organization, certificate of incorporation, statute,
constitution, joint venture agreement, partnership agreement, trust indenture,
limited liability company agreement or other charter document of any Person
other than an individual, each as from time to time in effect.


 


“CIT” means The
CIT Group/Business Credit, Inc., a New York corporation.


 


“Closing Date”
means October 29, 2002.


 


“Code” means the
federal Internal Revenue Code of 1986.


 


“Collateral Agent”
means the Trustee, in its capacity as collateral agent under the Security
Agreement (as defined in the New Indenture).


 


“Combined” or “combined”
means, when used with reference to any term, such term as applied to the
accounts of such of the Subsidiaries of the Company as may be specified,
combined in accordance with GAAP and with appropriate deductions for minority
interests in Subsidiaries.


 


“Commitment”
means, with respect to any Lender (without duplication), such Lender’s
obligations to extend the respective credits contemplated by Section 2 and
its interests in such credits at any time outstanding.  The original Commitments are set forth in
Exhibit 10.1 and the subsequent Commitments are recorded from time to time in
the Register.


 


“Common Stock”
means the Company’s Common Stock, $.01 par value per share.


 


“Company” means
The Doe Run Resources Corporation, a New York corporation.


 


“Computation Covenants”
means Sections 6.5, 6.6.2, 6.6.12, 6.6.13, 6.6.14, 6.6.17 through 6.6.21, 6.8.5,
6.8.9, 6.9.2, 6.9.4, 6.9.6, 6.10.1 and 6.10.4.


 


“Congress” means
Congress Financial Corporation, a Delaware corporation.


 


“Congress/CIT
Intercreditor Agreement” means the Intercreditor Agreement dated as of
March 21, 2003, as amended and in effect from time to time, between
Congress, as agent under the Congress/CIT Loan and Security Agreement, and the
Agent.


 


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


 


6

















 


“Consolidated” and
“Consolidating” means, when used with reference to any term, such term
as applied to the accounts of the Company (or other specified Person) and all
of its Subsidiaries (or other specified group of Persons), or such of its
Subsidiaries as may be specified, consolidated (or combined) or consolidating
(or combining), as the case may be, in accordance with GAAP and with
appropriate deductions for minority interests in Subsidiaries.


 


“Consolidated Domestic
Current Assets” means, at any date, all amounts carried as current assets
on the balance sheet of the Company and the Domestic Subsidiaries determined in
accordance with GAAP on a Consolidated basis, excluding cash and Cash
Equivalents; provided, however, that Consolidated Domestic
Current Assets shall not include the effects of any adjustments required by
Statement Nos. 15 and 133 (as modified by Statement No. 138) of the United
States Financial Accounting Standards Board.


 


“Consolidated Domestic
Current Liabilities” means, at any date, all amounts that are or should be
carried as current liabilities on the balance sheet of the Company and the
Domestic Subsidiaries determined in accordance with GAAP on a Consolidated
basis, excluding (a) the current portion of long-term Financing Debt and
Indebtedness consisting of revolving loans, each to the extent they are
included in Consolidated Domestic Fixed Charges, and (b) during the Deferral
Period (as defined in the Warrant Agreement), the Warrant Obligations; provided,
however,
that Consolidated Domestic Current Liabilities shall not include the effects of
any adjustments to income or expenses required by Statement Nos. 15 and 133 (as
modified by Statement No. 138) of the United States Financial Accounting
Standards Board.


 


“Consolidated Domestic
EBITDA” means, with respect to the Company and its Domestic Subsidiaries in
any period, an amount equal to:


 


(a)                                  Consolidated
Domestic Net Income; minus


 


(b)                                 Any
inter-company fee income from Foreign Subsidiaries; plus


 


(c)                                  Depreciation
and amortization for such period (to the extent deducted in the computation of
Consolidated Domestic Net Income); plus


 


(d)                                 Consolidated
Domestic Interest Expense, including, for purposes of this definition of
“Consolidated Domestic EBITDA”, PIK Interest (to the extent deducted in the
computation of Consolidated Domestic Net Income of the Company and its Domestic
Subsidiaries); plus


 


(e)                                  Charges
for Federal, State, local and foreign income taxes for such period (to the
extent deducted in the computation of Consolidated Domestic Net Income of the
Company and its Domestic Subsidiaries); plus


 


(f)                                    The
amount (without duplication) equal to: (i) all payments from Foreign
Subsidiaries received by the Company and its Domestic Subsidiaries in cash or
other immediately available funds during such period minus (ii) all payments made
by the Company and any of its Domestic Subsidiaries to or for the benefit of
any Foreign Subsidiary during such period, excluding from (i) and (ii) of this
clause (f), any payments for the purchase or sale of goods and services in the
ordinary course of business to the


 


7

















 


extent permitted pursuant
to the terms of this Agreement, and plus or minus (as may be applicable
to negate the effect, if any, of the adjustments referred to in the following
clause on Consolidated Domestic Net Income) the amount of any adjustments made
by the Company and any of its Domestic Subsidiaries to Consolidated Domestic
Net Income in accordance with Financial Accounting Standards Board Statement
Nos. 133 and 138.


 


“Consolidated Domestic
Fixed Charges” means, with respect to any period, as to the Company and its
Domestic Subsidiaries, the sum of, without duplication, (a) Consolidated Domestic
Interest Expense, plus (b) all Capital Expenditures made by the Company and
its Domestic Subsidiaries, plus (c) all regularly scheduled (as
determined at the beginning of the respective period) principal payments of (i)
Indebtedness by the Company and its Domestic Subsidiaries for borrowed money
(including any mandatory principal pre-payments in respect thereof, including,
but not limited to, any such pre-payments required pursuant to
Section 4.2.1 hereof (Excess Cash Flow)) and (ii) Indebtedness of the
Company and its Domestic Subsidiaries with respect to Capitalized Lease
Obligations (and without duplicating in items (a) and (c) of this definition,
the interest component with respect to Indebtedness under Capitalized Lease
Obligations), plus (d) any cash payments in respect of any defined pension
benefit plan in excess of the amount deducted in respect thereof in calculating
Consolidated Domestic Net Income.  The
foregoing shall not be construed to include principal payments on Indebtedness
arising pursuant to revolving loans and advances.


 


“Consolidated Domestic
Interest Expense” means, with respect to any period, as to the Company and
its Domestic Subsidiaries, all of the following as determined in accordance
with GAAP:


 


(a)                                  total
interest expense, whether paid or accrued (including the interest component of
Capitalized Lease Obligations for such period), including, without limitation,
all bank fees, commissions, discounts and other fees and charges owed with
respect to letters of credit, banker’s acceptances or similar instruments
which, in accordance with GAAP, are required to be accounted for as interest
expense, but excluding (i) amortization of discount and amortization of
deferred financing fees and closing costs paid in cash in connection with the
transactions occurring on the Closing Date and contemplated by the Existing
Credit Agreement and the Congress/CIT Loan and Security Agreement, (ii)  interest paid in property other than cash,
(iii) any other interest expense not payable in cash, (iv) any dividends paid
in kind in respect of the Preferred Stock and (v) any interest expenses in
respect of the exercise of the put option in respect of the Warrants by the
holders of the New Bonds or the call option by the Company or Renco pursuant to
the terms of the Warrant Agreement (as in effect on the date hereof) not
payable in cash in such period minus


 


(b)                                 any
net payments received during such period as interest income received in respect
of its investments in cash and Cash Equivalents.


 


8

















 


“Consolidated Domestic
Net Income” means, for any period, the net income (or loss) of the Company
and its Domestic Subsidiaries, determined in accordance with GAAP on a
Consolidated basis; provided, however, that:


 


(a)                                  the
net income of any Person in which the Company or any of its Domestic
Subsidiaries has an ownership interest (other than a Wholly-Owned Subsidiary
that is a Domestic Subsidiary) shall be included only to the extent of the
amount that has actually been received by the Company or its Domestic
Subsidiaries in the form of dividends or distributions during such period
(subject to, in the case of any cash dividend or cash distribution received by
a Domestic Subsidiary of the Company, the restriction set forth in clause (b)
below); and


 


(b)                                 the
net income of any Domestic Subsidiary that is subject to any restrictions or
limitation on the payment of dividends or the making of other distributions
shall be excluded to the extent of such restriction or limitation.


 


For purposes of this
definition, there shall be excluded (A) the net income (or loss) of any Person
(acquired in a pooling of interests transaction) accrued prior to the date it
becomes a Domestic Subsidiary of the Company or is merged into or consolidated
with the Company or one of its Domestic Subsidiaries; (B) any gain (or loss)
(and related tax effects) resulting from any direct or indirect sale, issuance,
conveyance, transfer, lease, assignment or other transfer for value by the
Company or any of its Domestic Subsidiaries (including, without limitation, any
sale/leaseback) to any person, in one transaction or a series of related
transactions, of (i) any capital stock of any Domestic Subsidiary, (ii) all or
substantially all of the properties and assets of any division or line of
business of the Company or its Domestic Subsidiaries or (iii) any other
properties or assets of the Company or any of its Domestic Subsidiaries other
than in the ordinary course of business; (C) any extraordinary, unusual or nonrecurring
gains or losses (and related tax effects) in accordance with GAAP and (D) any
dividend with respect to the Preferred Stock.


 


“Consolidated Domestic
Net Working Capital” means, at any date, the amount (whether positive or
negative) equal to (a) Consolidated Domestic Current Assets minus
(b) Consolidated Domestic Current Liabilities.


 


“Consolidated Excess
Cash Flow” means, for any period, the total of (without duplication):


 


(a)                                  Consolidated
Domestic EBITDA; minus


 


(b)                                 Capital
Expenditures made by the Company or any of its Domestic Subsidiaries except to
the extent (i) attributable to Capitalized Lease Obligations or otherwise
financed with the proceeds of Financing Debt (other than Financing Debt under
the Congress/CIT Loan and Security Agreement) or (ii) attributable to the
reinvestment of Net Asset Sale Proceeds; minus


 


(c)                                  taxes
or Distributions in respect of taxes based upon or measured by net income of
the Company and its Domestic Subsidiaries that are actually paid in cash by the
Company or any of its Subsidiaries; minus


 


9

















 


(d)                                 Consolidated
Domestic Fixed Charges other than Capital Expenditures (but in no event
including contingent prepayments required by Section 4.2); minus


 


(e)                                  to
the extent such amount does not reduce Consolidated Domestic Fixed Charges,
voluntary prepayments of (i) the Loan, (ii) other term Financing Debt of the
Company and its Domestic Subsidiaries permitted by this Agreement and (iii)
revolving Financing Debt of the Company and its Domestic Subsidiaries permitted
by this Agreement to the extent necessary to reduce such revolving Financing
Debt to the level established by a voluntary permanent reduction of the
availability of such revolving Financing Debt; minus


 


(f)                                    the
amount, if any, by which Consolidated Domestic Net Working Capital increased
during such period, provided, that for purposes of calculating
Consolidated Domestic Net Working Capital, the “Loans” (as such term is defined
in the Congress/CIT Loan and Security Agreement) under the Congress/CIT Loan
and Security Agreement shall not be included in Consolidated Domestic Current
Liabilities, to the extent they would otherwise constitute Consolidated
Domestic Current Liabilities; plus


 


(g)                                 the
amount, if any, by which Consolidated Domestic Net Working Capital decreased
during such period, provided, that for purposes of calculating
Consolidated Domestic Net Working Capital, the “Loans” (as such term is defined
in the Congress/CIT Loan and Security Agreement) under the Congress/CIT Loan
and Security Agreement shall not be included in Consolidated Domestic Current
Liabilities, to the extent they would otherwise constitute Consolidated
Domestic Current Liabilities; plus


 


(h)                                 the
excess, if any, of (i) the aggregate amount of Distributions (other than
Distributions in respect of the Inter-Company Note) made by Doe Run Peru and
its Subsidiaries to the Company or any of the Domestic Subsidiaries over
(ii) $4,000,000.


 


“Consolidated Net
Income” means, for any period, the net income (or loss) of the Company and
its Subsidiaries, determined in accordance with GAAP on a Consolidated basis; provided,
however,
that  Consolidated
Net Income shall not include:


 


(a)                                  except
with respect to determinations made on a pro forma basis with respect to
acquisitions permitted hereunder, the income (or loss) of any Person accrued
prior to the date such Person becomes a Subsidiary or is merged into or
consolidated with the Company or any of its Subsidiaries;


 


(b)                                 the
income (or loss) of any Person (other than a Subsidiary) in which the Company
or any of its Subsidiaries has an ownership interest; provided, however,
that (i) Consolidated Net Income shall include amounts in respect of the income
of such Person when actually received in cash by the Company or such Subsidiary
in the form of dividends or similar Distributions and (ii) Consolidated Net
Income shall be reduced by the aggregate amount of all Investments, regardless
of the form thereof, made by the Company or any of its Subsidiaries in such
Person for the purpose of funding any deficit or loss of such Person;


 


10

















 


(c)                                  all
amounts included in computing such net income (or loss) in respect of (i) the
write-up of any asset on or after October 31, 2001 or (ii) the retirement
of any Indebtedness or equity at less than face value after October 31,
2001;


 


(d)                                 any
extraordinary and nonrecurring gains and losses (including restructuring costs)
and the related tax effects;


 


(e)                                  any
gains and losses from the sale of assets, investment activities or the
write-down of any assets of the Cobriza division of Doe Run Peru;


 


(f)                                    the
income of any Subsidiary of the Company to the extent the payment of such
income in the form of a Distribution or repayment of Indebtedness to the
Company or any of its Wholly-Owned Subsidiaries is not permitted, whether on
account of any Charter or By-law restriction, any agreement, instrument, deed
or lease or any law, statute, judgment, decree or governmental order, rule or
regulation applicable to such Subsidiary; provided, however, that Consolidated
Net Income shall include the income of Doe Run Peru and its Subsidiaries to the
extent the payment of such income in the form of a Distribution or repayment of
Indebtedness to the Company or any of its Wholly-Owned Subsidiaries is
prohibited solely under the BCP Credit Agreement or any credit facility that
replaces the BCP Credit Agreement in connection with any refinancing thereof
permitted by Section 6.6.11;


 


(g)                                 any
after-tax gains or losses attributable to returned surplus assets of any Plan;


 


(h)                                 the
effects of any adjustments to income for unrealized gains or losses or any
non-cash adjustments to income or expenses required by Statement No. 133 (as
modified by Statement No. 138) of the United States Financial Accounting
Standards Board; and


 


(i)                                     the
effects of any adjustments required by Statement No. 15 of the United States
Financial Accounting Standards Board.


 


“Consolidated Net
Worth” means, in accordance with GAAP, consistently applied, on a
consolidated basis for the Company and its Subsidiaries, exclusive of any
adjustments made in accordance with Financial Accounting Standards Board
Statement Nos. 133 and 138 and any non-cash pension charges to accumulated
other comprehensive income, the amount equal to the difference between: (i) the
aggregate net book value of all assets of the Company and its Subsidiaries,
calculating the book value of inventory for this purpose on a
first-in-first-out basis and (ii) the total aggregate Indebtedness and other
liabilities of the Company and its Subsidiaries, excluding any liabilities
arising from the Preferred Stock.


 


“Consolidated Revenues”
means, for any period:


 


(a)                                  the
net operating revenues (after reductions for returns, discounts, commissions, freight
and bad debt expense) of the Company and its Subsidiaries determined in
accordance with GAAP on a Consolidated basis; minus


 


11

















 


(b)                                 any
proceeds included in such net operating revenues from the sale, refinancing,
condemnation or destruction of any assets;


 


provided, however, that Consolidated
Revenues shall not include the effects of any adjustments to income or expenses
required by Statement No. 15 of the United States Financial Accounting
Standards Board.


 


“Contingent Interest”
means:


 


(a)                                  on
any date on or prior to the first anniversary of the Closing Date, interest in
the aggregate amount of $500,000;


 


(b)                                 on
any date after the first anniversary of the Closing Date and on or prior to the
second anniversary of the Closing Date, interest in the aggregate amount of
$1,500,000; and


 


(c)                                  on
any date after the second anniversary of the Closing Date, interest in the
aggregate amount of $3,000,000.


 


“Credit Documents”
means:


 


(a)                                  this
Agreement, the Notes, the Guarantee and Security Agreement, the Pledge
Agreement, the Congress/CIT Intercreditor Agreement, the Bondholder
Intercreditor Agreement and each Financial Hedge Agreement provided by a Lender
(or an Affiliate of a Lender) to the Company or any of its Subsidiaries, each
as from time to time in effect;


 


(b)                                 any
agreement or instrument from time to time entered into between the Company, any
of its Subsidiaries or any other Obligor, on one hand, and all the Approving
Lenders or the Agent, on the other hand, evidencing or relating to any
Discretionary Credit, each as from time to time in effect; and


 


(c)                                  any
other present or future agreement or instrument from time to time entered into
among the Company, any of its Subsidiaries or any other Obligor, on one hand,
and all the Lenders or the Agent, on the other hand, relating to, amending or
modifying this Agreement or any other Credit Document referred to above or
which is stated to be a Credit Document, each as from time to time in effect.


 


“Credit Obligations”
means all present and future liabilities, obligations and Indebtedness of the
Company, any of its Subsidiaries or any other Obligor owing to any Lender (or
any Affiliate of a Lender) or the Agent under or in connection with this
Agreement or any other Credit Document, including obligations in respect of
principal, premium, interest, discount, reimbursement obligations under
Financial Hedge Agreements provided by a Lender (or an Affiliate of a Lender)
at the time of the issuance thereof, amounts provided for in Sections 3.4 and 9
and other fees, charges, indemnities and expenses from time to time owing
hereunder or under any other Credit Document (all whether accruing before or
after a Bankruptcy Default and regardless of whether allowed as a claim in bankruptcy
or similar proceedings).


 


12

















 


“Credit Participant”
is defined in Section 11.3.


 


“Credit Security”
means all assets now or from time to time hereafter subjected to a security
interest, mortgage or charge (or intended or required so to be subjected
pursuant to the Guarantee and Security Agreement, the Pledge Agreement or any
other Credit Document) to secure the payment or performance of any of the
Credit Obligations on a pari passu, ratable basis among the
holders of the Credit Obligations, including the assets described in
section 3.1 of the Guarantee and Security Agreement and section 2.1
of the Pledge Agreement.


 


“Currency Exchange
Agreement” means any currency swap, foreign exchange contract or similar
arrangement providing for protection against fluctuations in currency exchange
rates, either generally or under specific contingencies.


 


“Daily Interest”
is defined in Section 3.1.1.


 


“Default” means
any Event of Default and any event or condition which with the passage of time
or giving of notice, or both, would become an Event of Default, including the
filing against the Company, any of its Subsidiaries or any other Obligor of a
petition commencing an involuntary case under the Bankruptcy Code.


 


“Delinquency Period”
is defined in Section 10.4.3.


 


“Delinquent Payment”
is defined in Section 10.4.3.


 


“Departing Lenders”
is defined in Section 11.6.


 


“Discretionary Credit”
is defined in Section 2.2.


 


“Discretionary Credit
Obligations” means all present and future liabilities, obligations and
Indebtedness of the Company, any of its Subsidiaries or any other Obligor owing
to any Approving Lender (or any Affiliate of an Approving Lender) or the Agent
under or in connection with any agreement evidencing or relating to any other
Discretionary Credit, including obligations in respect of principal, premium,
interest, discount, reimbursement obligations under Financial Hedge Agreements
or other hedging arrangements provided by an Approving Lender (or an Affiliate
of an Approving Lender) at the time of the issuance thereof, and other fees,
charges, indemnities and expenses from time to time owing under any agreement
evidencing or relating to any Discretionary Credit (all whether accruing before
or after a Bankruptcy Default and regardless of whether allowed as a claim in
bankruptcy or similar proceedings).


 


“Discretionary Credit
Request” is defined in Section 2.2.


 


“Discretionary Credit
Term Sheet” is defined in Section 2.2.


 


13

















 


“Distribution”
means, with respect to the Company (or other specified Person):


 


(a)                                  the
declaration or payment of any dividend or distribution on or in respect of any
shares of any class of capital stock of or other equity interests in the
Company (or such specified Person);


 


(b)                                 the
purchase, redemption or other retirement of any shares of any class of capital
stock of or other equity interest in the Company (or such specified Person) or
any of its Subsidiaries, or of options, warrants or other rights for the
purchase of such shares, directly, indirectly through a Subsidiary or corporate
parent or otherwise;


 


(c)                                  any
other distribution on or in respect of any shares of any class of capital stock
of or equity or other beneficial interest in the Company (or such specified
Person);


 


(d)                                 any
payment of principal, interest or fees with respect to, or any purchase,
redemption or defeasance of, any Financing Debt of the Company (or such
specified Person) or any of its Subsidiaries which by its terms or the terms of
any agreement is subordinated to the payment of the Credit Obligations;


 


(e)                                  any
payment, loan or advance by the Company (or such specified Person) to, or any
other Investment by the Company (or such specified Person) in, the holder of
any shares of any class of capital stock of or equity interest in the Company
(or such specified Person) or any of its Subsidiaries, or any Affiliate of such
holder (including the payment of management and transaction fees and expenses);
and


 


(f)                                    any
payment by the Company (or such specified Person) to any Person under any Net
Worth Appreciation Agreement;


 


provided, however, that the term
“Distribution” shall not include (i) dividends payable in, or conversion of
securities into, perpetual common stock of or other similar equity interests in
the Company (or such specified Person), (ii) the issuance of PIK Interest or
(iii) payments in the ordinary course of business in respect of (A) reasonable
compensation paid to employees, officers and directors (other than payments under
Net Worth Appreciation Agreements and profit sharing plans), (B) advances and
reimbursements to employees for travel expenses, drawing accounts, relocation
costs and similar expenditures, or (C) rent paid to, or accounts payable for
services rendered or goods sold by, non-Affiliates that own capital stock of or
other equity interests in the Company (or such specified Person) or any of its
Subsidiaries.


 


“Doe Run Buick”
means The Buick Resource Recycling Facility, LLC, a Delaware limited liability
company.


 


“Doe Run Exploration”
means Doe Run Exploration S.A. Ltd., a South African limited liability company.


 


“Doe Run Peru”
means Doe Run Peru S.R.L., a Peruvian limited liability company.


 


14

















 


“Domestic Subsidiary”
means any Subsidiary of the Company that is not a Foreign Subsidiary.


 


“DRAC” means DR
Acquisition Corp., a Missouri corporation.


 


“Eligible Transferee”
means (a) a Lender, (b) an Affiliate of a Lender, (c) a Related Fund and (d)
subject to the prior approval of the Agent (such approval by the Agent not to
be unreasonably withheld in the case of clauses (i) through (v) below):


 


(i)                    a commercial
bank organized under the laws of the United States of America, or any state
thereof, and having total assets in excess of $100,000,000;


 


(ii)                 a savings and
loan association or savings bank organized under the laws of the United States
of America, or any state thereof, and having total assets in excess of
$100,000,000;


 


(iii)              a commercial bank
organized under the laws of any other country that is a member of the
Organization for Economic Cooperation and Development or has concluded special
lending arrangements with the International Monetary Fund associated with its
General Arrangements to Borrow or of the Cayman Islands, or a political
subdivision of any such country, and having total assets in excess of
$100,000,000, so long as such bank is acting through a branch or agency located
in the United States of America;


 


(iv)             the central bank of
any country that is a member of the Organization for Economic Cooperation and
Development;


 


(v)                a finance company,
insurance company or other financial institution or fund (whether a
corporation, partnership, trust or other entity) that is engaged in making,
purchasing or otherwise investing in commercial loans in the ordinary course of
its business and having total assets in excess of $100,000,000; and


 


(vi)             any other Person
satisfactory to the Company.


 


“Employee Benefit Plan”
means any plan, program, agreement, policy or arrangement, whether covering a
single individual or group of individuals, and whether or not reduced to
writing, that is:  (a) an “employee
welfare benefit plan” within the meaning of section 3(1) of ERISA; (b) an
“employee pension benefit plan” within the meaning of section 3(2) of
ERISA; (c) a stock bonus, stock purchase, stock option, restricted stock, stock
appreciation right or similar equity-based plan; or (d) any other
deferred-compensation, retirement, welfare-benefit, bonus, incentive or fringe
benefit plan or arrangement, vacation, sick, holiday or other paid leave plan,
life insurance or other death benefit plan, severance or other similar benefit
plan.


 


“Environmental Laws”
means all applicable federal, state, local or foreign statutes, laws, ordinances,
codes, rules, regulations and guidelines (including consent decrees and
administrative orders) relating to public health and safety and protection of
the environment, including the federal Occupational Health and Safety Act.


 


15

















 


“ERISA” means the
federal Employee Retirement Income Security Act of 1974.


 


“Event of Default”
is defined in Section 8.1.


 


“Exchange Act”
means the federal Securities Exchange Act of 1934.


 


“Exchange Offer”
means the offer by the Company to the holders of Existing Bonds and Floating
Rate Bonds to issue New Bonds in exchange for Existing Bonds and Floating Rate
Bonds in accordance with the terms of the Exchange Offer Documents.


 


“Exchange Offer
Documents” means:


 


(a)                                  the
Offering Circular; and


 


(b)                                 all
other agreements, instruments and other documents (including press releases,
advertisements and other communications) that (i) are filed by or on behalf of
the Company, any of its Subsidiaries or any other Obligor with any federal or
state regulatory authority or (ii) are otherwise authorized or entered into by
the Company, any of its Subsidiaries or any other Obligor, in each case
relating to the Exchange Offer.


 


“Existing Bonds”
means each of the Existing Senior Bonds and the Existing Senior Secured Bonds.


 


“Existing Credit
Agreement” means that certain Credit Agreement, dated as of
October 29, 2002, by and among the Company, the Prior Lenders, as lenders
thereunder and Regiment, as agent for the Prior Lenders as in effect prior to
the date hereof.


 


“Existing Indentures”
means each of the Existing Senior Note Indenture and the Existing Senior
Secured Note Indenture.


 


“Existing Senior Bonds”
means the 111⁄4% Senior Notes due 2005, Series B issued by the Company pursuant
to the Existing Senior Note Indenture.


 


“Existing Senior Note
Indenture” means the Indenture dated as of March 12, 1998, as amended
and in effect from time to time, among the Company, its Subsidiaries party
thereto, as guarantors, and the Trustee.


 


“Existing Senior Secured
Bonds” means the 111⁄4% Senior Secured Notes due 2005, Series B issued by the
Company pursuant to the Existing Senior Secured Note Indenture.


 


“Existing Senior
Secured Note Indenture” means the Indenture dated as of September 1,
1998, as amended and in effect from time to time, among the Company, its
Subsidiaries party thereto, as guarantors, and the Trustee.


 


16

















 


“Existing Supplemental
Indentures” means each of:


 


(a)                                  the
Fourth Supplemental Indenture dated as of October 29, 2002 among the
Company, its Subsidiaries party thereto, as guarantors, and the Trustee, which
amends the Existing Senior Note Indenture; and


 


(b)                                 the
Third Supplemental Indenture dated as of October 29, 2002 among the
Company, its Subsidiaries party thereto, as guarantors, and the Trustee, which
amends the Existing Senior Secured Note Indenture.


 


“Financial Hedge
Agreement” means, collectively, Currency Exchange Agreements and Interest
Rate Protection Agreements.


 


“Financial Officer”
of the Company (or other specified Person) means its chief executive officer,
chief financial officer, chief operating officer, chairman, president,
treasurer, controller or any of its vice presidents whose primary
responsibility is for its financial affairs, in each case whose incumbency and
signatures have been certified to the Lenders and the Agent by the secretary or
other appropriate attesting officer of the Company (or such specified Person).


 


“Financing Debt”
means each of the items described in clauses (a) through (f) of the definition
of the term “Indebtedness” and, without duplication, any Guarantees of such
items.


 


“Fixed Charge Coverage
Ratio” means, with respect to the Company and its Domestic Subsidiaries, on
a consolidated basis, at any time the ratio of (a) Consolidated Domestic EBITDA
during the immediately preceding four (4) full fiscal quarters as of the last
day of the last quarter of such period with respect to the calculation of the
Fixed Charge Coverage Ratio to (b) the Consolidated Domestic Fixed Charges for
such four (4) fiscal quarter period.


 


“Floating Rate Bonds”
means the Floating Interest Rate Senior Notes due 2003, Series B issued by the
Company pursuant to the Existing Senior Note Indenture.


 


“Foreign Subsidiary”
means each Subsidiary of the Company that is organized under the laws of, and
conducts its business primarily in a jurisdiction outside of, the United States
of America and that is not domesticated or dually incorporated under the laws
of the United States of America or any state thereof.


 


“GAAP” means
generally accepted accounting principles as from time to time in effect,
including the statements and interpretations of the United States Financial
Accounting Standards Board; provided, however, that (a) for
purposes of compliance with Sections 4.2.1 and 6 (other than Section 6.4)
and the related definitions, “GAAP” means such principles as in effect on
October 31, 2003 as applied by the Company and its Subsidiaries in the
preparation of the most recent annual statements referred to in
Section 7.2.1(a), and consistently followed, without giving effect to any
subsequent changes thereto and (b) in the event of a change in generally
accepted accounting principles after such date, either the Company or the
Required Lenders may request a change in the definition of “GAAP”, in which
case the parties hereto shall negotiate in good faith with respect to an
amendment of this Agreement implementing such change.


 


17

















 


“Granting Lender”
is defined in Section 11.4.


 


“Guarantee” means,
with respect to the Company (or other specified Person):


 


(a)                                  any
guarantee by the Company (or such specified Person) of the payment or
performance of, or any contingent obligation by the Company (or such specified Person)
in respect of, any Indebtedness or other obligation of any primary obligor;


 


(b)                                 any
other arrangement whereby credit is extended to a primary obligor on the basis
of any promise or undertaking of the Company (or such specified Person),
including any binding “comfort letter” or “keep well agreement” written by the
Company (or such specified Person), to a creditor or prospective creditor of
such primary obligor, to (i) pay the Indebtedness of such primary obligor, (ii)
purchase an obligation owed by such primary obligor, (iii) pay for the purchase
or lease of assets or services regardless of the actual delivery thereof or
(iv) maintain the capital, working capital, solvency or general financial
condition of such primary obligor;


 


(c)                                  any
liability of the Company (or such specified Person), as a general partner of a
partnership in respect of Indebtedness or other obligations of such
partnership;


 


(d)                                 any
liability of the Company (or such specified Person) as a joint venturer of a
joint venture in respect of Indebtedness or other obligations of such joint
venture;


 


(e)                                  any
liability of the Company (or such specified Person) with respect to the tax
liability of others as a member of a group (other than a group consisting
solely of the Company and its Subsidiaries) that is consolidated for tax
purposes; and


 


(f)                                    reimbursement
obligations, whether contingent or matured, of the Company (or such specified
Person) with respect to letters of credit, bankers acceptances, surety bonds,
other financial guarantees and Financial Hedge Agreements;


 


in each case whether or
not any of the foregoing are reflected on the balance sheet of the Company (or
such specified Person) or in a footnote thereto; provided, however,
that the term “Guarantee” shall not include endorsements for collection or
deposit in the ordinary course of business. 
The amount of any Guarantee and the amount of Indebtedness resulting
from such Guarantee shall be the maximum amount that the guarantor may become
obligated to pay in respect of the obligations (whether or not such obligations
are outstanding at the time of computation).


 


“Guarantee and
Security Agreement” means the Guarantee and Security Agreement dated as of
October 29, 2002, as amended and in effect from time to time, among DRAC,
the Company, its Subsidiaries and the Agent.


 


“Hazardous Material”
means any petroleum fraction, pollutant, contaminant or toxic or hazardous
material or waste, including any “hazardous substance” as defined in
section 101(14) of CERCLA or any other Environmental Law, which is
regulated as toxic or hazardous, or may result in liability, under any
Environmental Law.


 


18

















 


“Indebtedness”
means all obligations, contingent or otherwise, which in accordance with GAAP
are required to be classified upon the balance sheet of the Company (or other
specified Person) as liabilities (other than ordinary trade accounts payable on
customary terms in the ordinary course of business), but in any event including
(without duplication):


 


(a)                                  indebtedness
for borrowed money;


 


(b)                                 indebtedness
evidenced by notes, debentures or similar instruments;


 


(c)                                  Capitalized
Lease Obligations and Synthetic Lease Obligations;


 


(d)                                 the
deferred purchase price of assets, services or securities, including related
noncompetition, consulting and stock repurchase obligations;


 


(e)                                  mandatory
redemption, repurchase or dividend rights on capital stock (or other equity),
including provisions that require the exchange of such capital stock (or other
equity) for Indebtedness from the issuer;


 


(f)                                    reimbursement
obligations, whether contingent or matured, with respect to letters of credit,
bankers acceptances, surety bonds, other financial guarantees and Financial
Hedge Agreements (without duplication of other Indebtedness supported or
guaranteed thereby);


 


(g)                                 unfunded
pension liabilities;


 


(h)                                 obligations
that are immediately and directly due and payable out of the proceeds of or
production from property;


 


(i)                                     liabilities
secured by any Lien existing on property owned or acquired by the Company (or
such specified Person), whether or not the liability secured thereby shall have
been assumed; and


 


(j)                                     all
Guarantees in respect of Indebtedness of others.


 


“Indemnified Party”
is defined in Section 9.2.


 


“Indemnity Agreement”
means each indemnity agreement entered into between Renco and any Independent
Director or Special Director (each as defined in the Investor Rights Agreement)
from time to time pursuant to the Investor Rights Agreement.


 


“Inter-Company Note”
means the Subordinated Promissory Note dated September 12, 2002, as
amended and in effect from time to time, issued by Doe Run Peru to the Company
in the principal amount of $139,062,500.


 


“Interest Rate
Protection Agreement” means any interest rate swap, interest rate cap,
interest rate hedge or other contractual arrangement that converts variable
interest rates into fixed interest rates, fixed interest rates into variable
interest rates or other similar arrangements.


 


19

















 


“Investment”
means, with respect to the Company (or other specified Person):


 


(a)                                  any
share of capital stock, partnership or other equity interest, evidence of
Indebtedness or other security issued by any other Person;


 


(b)                                 any
loan, advance or extension of credit to, or contribution to the capital of, any
other Person;


 


(c)                                  any
Guarantee of the obligations of any other Person;


 


(d)                                 any
acquisition of all, or any division or similar operating unit of, the business
of any other Person or the assets comprising such business, division or unit;


 


(e)                                  the
purchase or lease of land or housing stock by the Company or any of its
Subsidiaries pursuant to any agreement or obligation with any governmental
entity (whether or not such land or housing stock is to be purchased or leased,
as the case may be, directly from such governmental entity); and


 


(f)                                    any
other similar investment.


 


The investments described
in the foregoing clauses (a) through (e) shall be included in the term
“Investment” whether they are made or acquired by purchase, exchange, issuance
of stock or other securities, merger, reorganization or any other method; provided,
however,
that the term “Investment” shall not include (i) trade and customer accounts
receivable for property leased, goods furnished or services rendered in the
ordinary course of business and payable within one year in accordance with
customary trade terms, (ii) deposits, advances or prepayments to suppliers for
property leased or licensed, goods furnished and services rendered in the
ordinary course of business, (iii) advances to employees for relocation and
travel expenses, drawing accounts and similar expenditures, (iv) stock or other
securities acquired in connection with the satisfaction or enforcement of
Indebtedness or claims due to the Company (or such specified Person) or as
security for any such Indebtedness or claim or (v) demand deposits in banks or
similar financial institutions.


 


In determining the amount
of outstanding Investments:


 


(A)                              the
amount of any Investment shall be the cost thereof minus any returns of capital
in cash on such Investment (determined in accordance with GAAP without regard
to amounts realized as income on such Investment);


 


(B)                                the
amount of any Investment in respect of a purchase described in clause (d) above
shall include the amount of any Financing Debt assumed in connection with such
purchase or secured by any asset acquired in such purchase (whether or not any
Financing Debt is assumed) or for which any Person that becomes a Subsidiary is
liable on the date on which the securities of such Person are acquired; and


 


20

















 


(C)                                no
Investment shall be increased as the result of an increase in the undistributed
retained earnings of the Person in which the Investment was made or decreased
as a result of an equity interest in the losses of such Person.


 


“Investor Rights
Agreement” means the Investor Rights Agreement dated as of October 29,
2002, as amended and in effect from time to time, among Renco, DRAC, the
Company and the Warrant Agent.


 


“Legal Requirement”
means any present or future requirement imposed upon any of the Company, its
Subsidiaries or the Lenders by any law, statute, rule, regulation, directive,
order, decree or guideline (or any interpretation thereof by courts or of
administrative bodies) of the United States of America or any other country
where the Company or any of its Subsidiaries owns property or conducts its
business or any state or political subdivision of any foregoing, or by any board,
governmental or administrative agency, central bank or monetary authority of
the United States of America or any other country where the Company or any of
its Subsidiaries owns property or conducts its business or any state or
political subdivision of any of the foregoing. 
Any such law, statute, rule, regulation, directive, order, decree,
guideline or interpretation imposed on any Lender and not having the force of
law shall be deemed to be a Legal Requirement for purposes of Section 3 if
such Lender reasonably believes that compliance therewith is customary
commercial practice.


 


“Lender” means
each of the Persons listed as lenders on the signature page hereto and such
other Persons who may from time to time hereafter own a Percentage Interest in
the Credit Obligations, but the term “Lender” shall not include any Credit
Participant in such capacity.


 


“Lien” means, with
respect to the Company (or any other specified Person):


 


(a)                                  any
lien, encumbrance, mortgage, pledge, charge or security interest of any kind
upon any property or assets of the Company (or such specified Person), whether
now owned or hereafter acquired, or upon the income or profits therefrom
(excluding in any event (i) any financing statement filed by a lessor under an
operating lease not intended to be a secured financing and (ii) any
precautionary financing statement filed in connection with a tolling or
consignment arrangement not intended to be a secured financing);


 


(b)                                 the
acquisition of, or the agreement to acquire, any property or asset upon
conditional sale or subject to any other title retention agreement, device or
arrangement (including a Capitalized Lease and a Synthetic Lease);


 


(c)                                  the
sale, assignment, pledge or transfer for security of any accounts, general
intangibles or chattel paper of the Company (or such specified Person), with or
without recourse;


 


(d)                                 in
the case of securities, any purchase option, call or similar purchase right of
a third party;


 


21

















 


(e)                                  the
transfer of any tangible property or assets for the purpose of subjecting such
items to the payment of previously outstanding Indebtedness in priority to
payment of the general creditors of the Company (or such specified Person); and


 


(f)                                    the
existence for a period of more than 120 consecutive days of any Indebtedness
against the Company (or such specified Person) which if unpaid would by law or
upon a Bankruptcy Default be given priority over general creditors.


 


“Loan” means that
certain term loan made on the Closing Date by the Prior Lenders, in accordance
with their Percentage Interests, to the Company in an aggregate principal
amount of $15,500,000.


 


“Management Agreement”
means the Management Consultant Agreement dated as of April 7, 1994, as
amended and in effect from time to time, between the Company and Renco.


 


“Margin Stock”
means “margin stock” within the meaning of Regulations T, U or X of the Board
of Governors of the Federal Reserve System.


 


“Material Adverse
Change” means, since any specified date or from the circumstances existing
immediately prior to the happening of any specified event, a material adverse
change in (a) the business, assets, financial condition, income or prospects of
(i) the Company and its Subsidiaries (on a Consolidated basis) or (ii) Doe Run
Peru and its Subsidiaries (on a Consolidated basis), whether as a result of (A)
general economic conditions affecting the  metals mining, smelting and recycling
industry or the metal products fabrication industry, (B) difficulties in
obtaining supplies and raw materials, (C) fire, flood or other natural
calamities, (D) environmental pollution, (E) regulatory changes, judicial
decisions, war or other governmental action or (F) any other event or
development, whether or not related to those enumerated above, or (b) the
ability of any Obligor to perform material obligations under the Credit
Documents or (c) the rights and remedies of the Lenders and the Agent under the
Credit Documents.


 


“Material Agreements”
means:


 


(a)                                  the
Charter and By-laws of each Obligor;


 


(b)                                 the
Congress/CIT Loan and Security Agreement, the Renco Credit Support Agreement,
the BCP Credit Agreement, the Existing Indentures, the Existing Bonds, the
Existing Supplemental Indentures, the New Indenture, the New Bonds, the
Preferred Stock Purchase Agreement, the Management Agreement, the Tax Sharing
Agreement, the Inter-Company Note and the Sale/Leaseback Agreement;


 


(c)                                  all
agreements to which Doe Run Peru is a party which are material to the Company
(including, but not limited to, any inter-company agreements); and


 


(d)                                 all
environmental settlements and administrative decrees to which the Company is a
party.


 


22

















 


“Material Financing
Debt” means any Financing Debt (other than the Credit Obligations and the
Warrant Obligations) outstanding in an aggregate amount of principal (whether
or not due) and accrued interest exceeding $2,500,000.


 


“Maturity Date”
means the third anniversary of the Closing Date.


 


“Moody’s” means
Moody’s Investors Service, Inc.


 


“Multiemployer Plan”
means any Plan that is a “multiemployer plan” as defined in
section 4001(a)(3) of ERISA.


 


“Net Asset Sale
Proceeds” means the cash proceeds of the sale or disposition of assets
(including by way of merger), and the cash proceeds of any insurance payments
or condemnation awards on account of the destruction or loss of property, by
the Company or any of its Subsidiaries after the Closing Date, net of (a) any
Indebtedness permitted by Section 6.6.2 (purchase money Indebtedness and
Capitalized Leases) secured by assets being sold in such transaction required
to be paid from such proceeds, (b) the portion of the Actual Pro Forma Tax
Liability for the fiscal year of the Company in which such sale or disposition
occurs that (i) as estimated by the Company in good faith, will be directly
attributable to such proceeds and (ii) will be paid as a Distribution by the
Company or any of its Subsidiaries in cash pursuant to Section 6.9.6 as a
result of, and within 16 months after, such sale or disposition (provided that
any such amounts that are not actually distributed in cash pursuant to
Section 6.9.6 within such period shall automatically become Net Asset Sale
Proceeds), (c) reasonable reserves for liabilities, indemnification, escrows
and purchase price adjustments resulting from the sale of assets, (d) transfer,
sales, use and other similar taxes payable in connection with such sale or
disposition and (e) all reasonable expenses of the Company or any of its
Subsidiaries payable in connection with the sale or disposition; provided,
however,
that Net Asset Sale Proceeds shall not include net cash proceeds of:


 


(i)                    asset sales
permitted by Section 6.10.4, insurance payments and condemnation awards to
the extent that:


 


(A)                              such
proceeds (1) constitute collateral on which the Company or any of its
Subsidiaries has granted a Lien to Congress, as agent under the Congress/CIT
Loan and Security Agreement, to secure the obligations of the Company and its
Subsidiaries under the Congress/CIT Loan and Security Agreement and (2) are
used by the Company or any of its Subsidiaries to repay Indebtedness (and to
permanently reduce the revolving loan availability) under the Congress/CIT Loan
and Security Agreement in accordance with the terms of the Congress/CIT
Intercreditor Agreement;


 


(B)                                Doe
Run Peru or any of its Subsidiaries (1) receives such proceeds and (2) is
prohibited from using such proceeds to make a Distribution or repayment of
Indebtedness to the Company or any of its Wholly-Owned Subsidiaries under the
BCP Credit Agreement or any


 


23

















 


credit facility that
replaces the BCP Credit Agreement in connection with any refinancing thereof
permitted by Section 6.6.11;


 


(C)                                such
proceeds (1) are insurance payments with respect to damaged or lost inventory
(including concentrates and other raw materials) and (2) are used by the
Company or any of its Subsidiaries within 180 days after receipt of such
proceeds to purchase replacement inventory (including concentrates and other
raw materials); or


 


(D)                               such
proceeds (1) do not exceed $2,500,000 in the aggregate during any fiscal year
of the Company and (2) either (y) are used by the Company or any of its
Subsidiaries within 180 days after receipt of such proceeds to repair damaged
assets or to acquire replacement or other assets of the business of the Company
and its Subsidiaries or (z) in the case of insurance payments and condemnation
awards, reimburse the Company or any of its Subsidiaries for expenditures made by
the Company or any of its Subsidiaries within one year prior to receipt of such
proceeds to repair or replace the specific assets which (I) were damaged,
destroyed or condemned and (II) are the subject of such insurance payment or
condemnation award, as the case may be;


 


(ii)                 asset sales
permitted by Section 6.10.1; or


 


(iii)              mergers permitted by
Section 6.10.3.


 


“Net Debt Proceeds”
means cash proceeds from the incurrence by the Company or any of its
Subsidiaries after the Closing Date of Financing Debt, net of reasonable
out-of-pocket transaction fees and expenses (including underwriters’ customary
discounts and commissions); provided, however, that Net Debt
Proceeds shall not include cash proceeds of: (a) Financing Debt permitted by
Sections 6.6.1 (Credit Obligations and the Warrant Obligations), 6.6.2
(purchase money Indebtedness and Capitalized Leases), 6.6.9 (inter-company
Indebtedness), 6.6.12 (Indebtedness of Foreign Subsidiaries), 6.6.13
(Congress/CIT Loan and Security Agreement), 6.6.14 (BCP Credit Agreement),
6.6.18 (Renco Credit Support Agreement) and 6.6.19 (Indebtedness to finance
insurance policy premiums); and (b) any refinancing or extension of
Indebtedness to the extent that such refinancing or extension is permitted by
Section 6.6.


 


“Net Equity Proceeds”
means the cash proceeds received by the Company or any of its Subsidiaries in
connection with any issuance by the Company or any of its Subsidiaries after
the Closing Date of any shares of its capital stock, other equity interests or
options, warrants or other purchase rights to acquire such capital stock or
other equity interests to, or receipt of a capital contribution from, any
Person (other than any Obligors or their officers, employees and directors),
net of reasonable out-of-pocket fees and expenses (including underwriters’
customary discounts and commissions).


 


“Net Worth
Appreciation Agreements” means each of the Net Worth Appreciation
Agreements dated as of November 1, 2002, as amended and in effect from
time to


 


24

















 


time, between the
Company, on one hand, and Jeffrey L. Zelms, Marvin Kaiser, Richard L. Amistadi,
Kenneth R. Buckley, David Chaput, Daniel Vornberg and Jerry L. Pyatt,
respectively, on the other hand.


 


“New Bonds” means
the 113⁄4% Notes due 2008 issued by the Company pursuant to the New Indenture.


 


“New Indenture”
means the Indenture dated as of October 29, 2002 among the Company, its
Subsidiaries party thereto, as guarantors, and the Trustee.


 


“Nonperforming Lender”
is defined in Section 10.4.3.


 


“Note” is defined
in Section 2.1.2.


 


“Obligor” means
DRAC, the Company, its Subsidiaries and each other Person guaranteeing or
providing collateral for the Credit Obligations; provided, however, such term
shall not mean nor include Renco.


 


“Offering Circular”
means the Amended and Restated Exchange Offer, Consent Solicitation and
Solicitation of Acceptances for All Outstanding 11.25% Senior Secured Notes due
2005, Series B, Senior Notes due 2005, Series B, and Floating Interest Rate
Senior Notes due 2003, Series B, dated September 20, 2002, as amended and
in effect from time to time, issued by the Company to the holders of Existing
Bonds in connection with the commencement of the Exchange Offer.


 


“Payment Date”
means (a) the last Business Day of each calendar month, beginning on the first
such date after the date hereof, and (b) the Maturity Date.


 


“PBGC” means the
Pension Benefit Guaranty Corporation or any successor entity.


 


“Percentage Interest”
means, with respect to any Lender, the Commitment of such Lender with respect
to the Loan.  For purposes of
determining votes or consents by the Lenders, the Percentage Interest of any
Lender shall be computed as follows: 
(a) at all times when no Event of Default under Section 8.1.1 and
no Bankruptcy Default exists, the ratio that the Commitment of such Lender
bears to the total Commitments of all Lenders as from time to time in effect
and reflected in the Register; and (b) at all other times, the ratio that the
total amount of the outstanding Loan and Discretionary Credits owing to such
Lender bears to the total amount of the outstanding Loan and Discretionary
Credits owing to all Lenders.


 


“Performing Lender”
is defined in Section 10.4.3.


 


“Person” means any
present or future natural person or any corporation, association, partnership,
joint venture, limited liability, joint stock or other company, business trust,
trust, organization, business or government or any governmental agency or
political subdivision thereof.


 


25

















 


“PIK Interest”
means any accrued interest or dividend payments on Financing Debt that are
postponed or made through the issuance of “payment-in-kind” notes, stock or
other similar securities (including book-entry accrual with respect to such
postponed interest payments), all in accordance with the terms of such
Financing Debt; provided, however, that in no event shall PIK
Interest include payments made with cash or Cash Equivalents.


 


“Plan” means, at
any date, any Employee Benefit Plan subject to Title IV of ERISA (a) which is
maintained by the Company or any of its Domestic Subsidiaries or (b) which was
maintained by the Company or any of its Domestic Subsidiaries within six years
prior to such date and with respect to which the Company or any of its Domestic
Subsidiaries could reasonably be expected to have any liability (contingent or
otherwise).


 


“Pledge Agreement”
means the Pledge Agreement dated as of October 29, 2002, as amended and in
effect from time to time, between Renco and the Agent.


 


“Preferred Stock”
means the Company’s 121⁄2% Series A Redeemable PIK Preferred Stock, $1,000 par
value per share.


 


“Preferred Stock
Purchase Agreement” means the Preferred Stock Purchase Agreement dated as
of October 29, 2002, as amended and in effect from time to time, between
the Company and Renco.


 


“Prior Lender”
means Regiment Capital II, L.P. and Lathi, LLC, as lenders under the Existing
Credit Agreement.


 


 “Register” is defined in
Section 11.2.3.


 


“Related Fund”
means, with respect to any Lender that is a fund that invests in senior bank
loans, any other fund that invests in senior bank loans and is managed by the
same investment advisor as such Lender or by an Affiliate of such investment
advisor.


 


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


 


“Renco Credit Support
Agreement” means the Junior Participation Agreement dated as of
October 29, 2002, as amended and in effect from time to time, among Renco,
the lenders from time to time party to the Congress/CIT Loan and Security Agreement
and Congress, as agent under the Congress/CIT Loan and Security Agreement.


 


“Replacement Lender”
is defined in Section 11.5.


 


“Required Lenders”
means, with respect to any approval, consent, modification, waiver or other
action to be taken by the Agent or the Lenders under the Credit Documents which
require action by the Required Lenders, such Lenders as own at least a majority
of the Percentage Interests; provided, however, that with respect
to any matters referred to in the proviso to Section 14.1, Required
Lenders means such Lenders as own at least the respective portions of the
Percentage Interests required by Section 14.1.


 


“S&P” means
Standard & Poor’s, a division of The McGraw Hill Companies, Inc.


 


26

















 


“Sale/Leaseback
Agreement” means the Financial Leasing dated January 20, 1999, as
amended and in effect from time to time, between Crédito Leasing S.A. and BCP,
as lessors, and Doe Run Peru, as lessee.


 


“SPV” is defined
in Section 11.4.


 


“Subsidiary” means
any Person of which the Company (or other specified Person) shall at the time,
directly or indirectly through one or more of its Subsidiaries, (a) own at
least 50% of the outstanding capital stock (or other shares of beneficial
interest) entitled to vote generally, (b) hold at least 50% of the partnership,
joint venture or similar interests or (c) be a general partner or joint
venturer.


 


“Synthetic Lease”
means a lease by the Company and its Subsidiaries that is treated as an
operating lease under GAAP and as a loan or other financing for federal income
tax purposes.


 


“Synthetic Lease
Obligations” means the aggregate amount of future rental payments under all
Synthetic Leases, discounted as if such Synthetic Leases were Capitalized
Leases.


 


“Tax” means any
present or future tax, levy, duty, impost, deduction, withholding or other
charges of whatever nature at any time required by any Legal Requirement (a) to
be paid by any Lender or (b) to be withheld or deducted from any payment
otherwise required hereby to be made to any Lender, in each case on or with
respect to its obligations hereunder, the Loan or any payment in respect of the
Credit Obligations; provided, however, that the term “Tax”
shall not include taxes imposed upon or measured by the net income of such
Lender or franchise taxes in lieu of net income taxes, in each case imposed by
the jurisdiction in which such Lender’s principal place of business in the
United States of America is located; provided, further, however,
that the term “Tax” shall include withholding taxes in any event.


 


“Taxable Net Income”
means, for any period, the taxable net income (or loss) of the Company and such
of its Subsidiaries that are eligible to file consolidated tax returns for
federal income tax purposes, determined in accordance with federal and state
income tax laws on a consolidated or combined basis; provided, however,
that for purposes of calculating Taxable Net Income, (a) each of the Company
and its Subsidiaries shall be deemed to have become a C corporation under the
Code on the day after the Closing Date, (b) the Company shall be deemed to be
subject to the taxes imposed on C corporations by Subtitle A of the Code and
similar provisions of state law and (b) neither the Company nor any of its
Subsidiaries shall take into account (i) any income attributable to any
cancellation of Indebtedness occurring as a result of any transaction on or
prior to the Closing Date or (ii) any ancillary effect of any such cancellation
of Indebtedness on the basis of the assets of the Company or any of its
Subsidiaries.


 


“Tax Payment Date”
means January 15, February 15, April 15, July 15 and
October 15 in each year or, if such date is not a Business Day, then the
next Business Day thereafter.


 


“Tax Sharing Agreement”
means the Tax Sharing Agreement dated as of October 29, 2002, as amended
and in effect from time to time, between Renco and the Company.


 


27

















 


“Transaction Documents”
means each of this Agreement, the other Credit Documents, the Exchange Offer
Documents, the Congress/CIT Loan and Security Agreement, the Renco Credit
Support Agreement, the BCP Credit Agreement, the Existing Indentures, the
Existing Bonds, the Existing Supplemental Indentures, the New Indenture, the New
Bonds, the Inter-Company Note, the Sale/Leaseback Agreement and the Asset
Transfer Documents.


 


“Transfer Amount”
means, on any date, the aggregate amount which the Company would have to pay to
the Lenders and the Agent on such date if (a) the Loan, together with all
accrued and unpaid premium, interest and fees with respect thereto and all
other Credit Obligations then outstanding, were due on such date and (b) no
assignment were being made pursuant to Section 11.6 on such date.


 


“Trustee” means
U.S. Bank in its capacity as trustee under the Existing Indentures and the New
Indenture.


 


“United States Funds”
means such coin or currency of the United States of America as at the time
shall be legal tender therein for the payment of public and private debts.


 


“U.S. Bank” means
U.S. Bank National Association, a national banking organization organized under
the laws of the United States of America.  


 


“Waiver” is
defined in Section 15.7.


 


“Warrant Agent”
means U.S. Bank in its capacity as warrant agent for the holders of the
Warrants under the Warrant Agreement, as well as its successors and assigns in
such capacity pursuant to section 12 of the Warrant Agreement.


 


“Warrant Agreement”
means the Warrant Agreement dated as of October 29, 2002, as amended and
in effect from time to time, between the Company and the Warrant Agent.


 


“Warrant Documents”
means:


 


(a)                                  the
Warrant Agreement, the Warrants, the Investor Rights Agreement and each
Indemnity Agreement, each as from time to time in effect; and


 


(b)                                 any
other present or future agreement or instrument from time to time entered into
among the Company, any of its Subsidiaries or any other Obligor, on one hand,
and all the holders of Warrants or the Warrant Agent, on the other hand,
relating to, amending or modifying any Warrant Document referred to above or
which is stated to be a Warrant Document, each as from time to time in effect.


 


“Warrant Obligations”
means all present and future liabilities, obligations and Indebtedness of the
Company, any of its Subsidiaries or any other Obligor owing to any Lender (or
any Affiliate of a Lender) or the Agent under or in connection with any Warrant
Document, including all fees, charges, indemnities and expenses from time to
time owing under any Warrant Document (all whether accruing before or after a
Bankruptcy Default and regardless of whether allowed as a claim in bankruptcy
or similar proceedings).


 


28

















 


“Warrants” means
the warrants issued by the Company from time to time under the Warrant
Agreement.


 


“Wholly-Owned
Subsidiary” means any Subsidiary of the Company (or other specified Person)
of which all of the outstanding capital stock (or other shares of beneficial
interest) entitled to vote generally (other than (a) directors’ qualifying
shares, (b) in the case of Foreign Subsidiaries, shares required by Legal
Requirements to be held by foreign nationals and (c) in the case of Doe Run
Peru, shares held on the Closing Date by employees and former employees of Doe
Run Peru and Empresa Minera del Centro del Peru S.A. and their respective
transferees) is owned by the Company (or such specified Person) directly, or
indirectly through one or more Wholly-Owned Subsidiaries.


 


2.                                       Credits.


 


2.1.                              Term
Credit.


 


2.1.1.                     The Company
hereby acknowledges that, as of the date hereof, it is indebted to the Lenders
in the aggregate principal amount of $15.5 million in respect of the Loan plus
an aggregate amount of $1.5 million in respect of Contingent Interest.


 


2.1.2.                     Notes.
The Agent shall keep a record of the Loan and the respective interests of the
Lenders therein as part of the Register, which shall evidence the Loan.  The Loan shall be deemed owed to each Lender
severally in accordance with such Lender’s Percentage Interest therein, and all
payments thereon shall be for the account of each Lender in accordance with its
Percentage Interest therein.  The
Company’s obligations to pay such Lender’s Percentage Interest in the Loan
shall be further evidenced by a separate note of the Company in substantially
the form of Exhibit 2.1.2 (each, a “Note”), payable to such Lender in
accordance with such Lender’s Percentage Interest in the Loan.


 


2.2.                              Discretionary
Credits.


 


2.2.1.                     Requests
for Discretionary Credits.  Subject
to all the terms of this Agreement and so long as no Default exists, from time
to time on and after the Closing Date and prior to the Maturity Date, the
Company may, by written notice to the Lenders (each such notice, a “Discretionary
Credit Request”), request that the Lenders provide the Company with a loan,
letter of credit, Financial Hedge Agreement or other hedging arrangement (each,
a “Discretionary Credit”).  Each
Discretionary Credit Request shall include a term sheet that sets forth in
reasonable detail the terms and conditions of the proposed Discretionary Credit
(each, a “Discretionary Credit Term Sheet”).  Each Lender (a) shall consider each Discretionary Credit Request
in its sole and absolute discretion and (b) shall provide each of the Company
and the other Lenders a written notice which approves or rejects such
Discretionary Credit Request not later than 30 days after receipt of such
Discretionary Credit Request; provided, however, that if any Lender
shall have failed to provide such written notice within 30 days after receipt
of such Discretionary Credit Request, then such Lender shall be deemed to have
rejected such Discretionary Credit Request.


 


29

















 


2.2.2.                     Closings
of Discretionary Credits.  If the
Required Lenders approve any Discretionary Credit Request, then (a) the
Approving Lenders shall promptly notify each other Lender of such approval and
(b) subject to Section 2.2.3 and upon not less than 10 Business Days’
prior written notice from the Approving Lenders to the other Lenders, the
Company and the Approving Lenders shall execute and deliver definitive
documentation with respect to the Discretionary Credit that is the subject of
such Discretionary Credit Request and (c) subject to Section 2.2.3 and the
terms of such definitive documentation, the Approving Lenders shall, severally
in accordance with their respective Percentage Interests, fund such
Discretionary Credit.


 


2.2.3.                     Nature of
Obligations of Approving Lenders. 
Notwithstanding anything in this Section 2.2 to the contrary, no
Approving Lender shall have any obligation to enter into any definitive
documentation with respect to, or to fund any portion of, any Discretionary
Credit unless:


 


(a)                                  the
Approving Lenders shall have completed, and, in their sole and absolute
discretion, shall be satisfied with the results of, their accounting, business,
legal, tax and employee benefits reviews of the Company and its Subsidiaries;


 


(b)                                 the
definitive documentation with respect to such Discretionary Credit shall be in
form and substance satisfactory to the Approving Lenders, in their sole and
absolute discretion;


 


(c)                                  the
material terms and conditions of such Discretionary Credit set forth in the
definitive documentation with respect to such Discretionary Credit shall be no
less favorable to the Approving Lenders than the proposed terms and conditions
of such Discretionary Credit set forth in Discretionary Credit Term Sheet for
such Discretionary Credit;


 


(d)                                 the
execution and delivery of the definitive documentation with respect to, and the
funding of, such Discretionary Credit shall occur within 90 days after the
receipt by the Approving Lenders of the Discretionary Credit Request for such
Discretionary Credit;


 


(e)                                  the
sum of (i) the principal amount of such Discretionary Credit plus
(ii) the aggregate principal amount of all other Discretionary Credits which
(A) are outstanding or (B) the Lenders are committed to fund pursuant to this
Section 2.2, in each case immediately prior to the execution and delivery
of the definitive documentation for such Discretionary Credit, shall be less
than or equal to $20,000,000;


 


(f)                                    such
Discretionary Credit shall mature on or prior to the Maturity Date; and


 


(g)                                 no
Default shall exist prior to or immediately after giving effect to the funding
of such Discretionary Credit.


 


30

















 


2.3.                              Application
of Proceeds.


 


2.3.1.                     [Intentionally
Deleted]


 


2.3.2.                     Discretionary
Credits.  The Company will apply the
proceeds of each Discretionary Credit only to such lawful corporate purposes as
the Company has specified in the Discretionary Credit Request for such
Discretionary Credit.


 


2.3.3.                     Specifically
Prohibited Applications.  The
Company will not, directly or indirectly, apply any part of the proceeds of any
extension of credit made pursuant to the Credit Documents to purchase or to
carry Margin Stock or to any transaction prohibited by any Credit Document or
any Legal Requirement.


 


3.                                       Interest; Discount; Fees.


 


3.1.                              Interest.


 


3.1.1.                     Daily
Interest.  The Loan shall accrue and
bear daily interest at a rate per annum which shall at all times equal the
Applicable Rate (the “Daily Interest”). 
Prior to the Maturity Date or any accelerated maturity of the Loan, the
Company will, on each Payment Date, pay the accrued and unpaid Daily Interest
on the Loan.  On the Maturity Date or
any accelerated maturity of the Loan, the Company will pay all accrued and
unpaid Daily Interest on the Loan.  Upon
the occurrence and during the continuance of an Event of Default, the Required
Lenders may require accrued Daily Interest to be payable on demand or at
regular intervals more frequent than each Payment Date.  All payments of Daily Interest hereunder
shall be made to the Agent for the account of each Lender in accordance with
such Lender’s Percentage Interest therein.


 


3.1.2.                     Contingent
Interest.  In addition to the Daily
Interest, the Loan shall accrue and bear Contingent Interest.  On the earliest of (a) April 29, 2005,
(b) any accelerated maturity of the Loan or (c) the date on which the Loan is
paid in full, the Company will pay all accrued and unpaid Contingent Interest
on the Loan.  All payments of Contingent
Interest hereunder shall be made to the Agent for the account of each Lender in
accordance with such Lender’s Percentage Interest therein.


 


3.2.                              [Intentionally
Deleted]


 


3.3.                              Fees.  In
consideration of the Lenders’ willingness to make the extensions of credit
provided for in Sections 2.1 and 2.2, the Company will pay to the Lenders the
following fees:


 


3.3.1.                     [Intentionally
Deleted]


 


3.3.2.                     Anniversary
Fee.  On (a) each anniversary of the
Closing Date prior to the Maturity Date and (b) the Maturity Date, the Company
will pay to the Agent for the account of the Lenders in accordance with the
Lenders’ respective Percentage Interests an anniversary fee in the amount of
$75,000.


 


31

















 


3.4.                              Changes
in Circumstances; Yield Protection.


 


3.4.1.                     Taxes.


 


(a)                                  All
payments of the Credit Obligations shall be made without set-off or
counterclaim and free and clear of any deductions, including deductions for
Taxes, unless the Company is required by law to make such deductions.  If (i) any Lender shall be subject to any
Tax with respect to any payment of the Credit Obligations or its obligations
hereunder or (ii) the Company shall be required to withhold or deduct any Tax
on any payment on the Credit Obligations, then such Lender may claim
compensation from the Company under Section 3.4.3 to the extent such
Lender is then in compliance with any applicable requirements of
Section 3.4.1(b).  Whenever Taxes
must be withheld by the Company with respect to any payments of the Credit
Obligations, the Company shall promptly furnish to each applicable Lender
official receipts (to the extent that the relevant governmental authority
delivers such receipts) evidencing payment of any such Taxes so withheld.  If the Company fails to pay any such Taxes
when due or fails to remit to each applicable Lender the required receipts
evidencing payment of any such Taxes so withheld or deducted, the Company shall
indemnify each affected Lender for any incremental Taxes and interest or
penalties that may become payable by such Lender as a result of any such
failure.  In the event any Lender receives
a refund of any Taxes for which it has received payment from the Company under
this Section 3.4.1, such Lender shall promptly pay the amount of such
refund to the Company, together with any interest thereon actually earned by
such Lender.


 


(b)                                 If
any Lender is not created or organized in, or under the laws of, the United
States of America or any state thereof, such Lender shall deliver to the
Company such duly executed forms and statements from time to time as may be
necessary or as may be reasonably requested by the Company, in each case so
that such Lender is entitled to receive payments of the Credit Obligations
payable to it without deduction or withholding of any United States federal
income taxes, to the extent such exemption is available to such Lender.  If (i) no such exemption is available at the
time any Lender becomes party to this Agreement, (ii) any such exemption that
is available at the time such Lender becomes party to this Agreement only
partially exempts such Lender from such deduction or withholding or (iii) at
any time the Company has not received all forms and statements (including any
renewals thereof) required to be provided by such Lender pursuant to this
Section 3.4.1(b), then Section 3.4.1(a) shall not apply with respect
to any amount of United States federal income taxes required to be withheld
from payments of the Credit Obligations to such Lender.


 


3.4.2.                     Regulatory
Changes.  If any Lender shall
determine that (a) any change in any Legal Requirement (including any new Legal
Requirement) after the date hereof shall directly or indirectly (i) reduce the
amount of any sum received or receivable by such Lender with respect to the
Loan or the return to be earned by such Lender on the Loan, (ii) impose a cost
on such Lender or any Affiliate of such Lender that is


 


32

















 


attributable to the
making or maintaining of its portion of the Loan, or (iii) require such Lender
or any Affiliate of such Lender to make any payment on, or calculated by
reference to, the gross amount of any amount received by such Lender under any
Credit Document (other than Taxes or income or franchise taxes imposed by (A)
the jurisdiction in which such Lender’s principal place of business in the
United States of America is located or (B) in the case of a foreign Lender, the
foreign jurisdiction in which such foreign Lender’s principal place of business
is located), and (b) such reduction, increased cost or payment shall not be
fully compensated for by an adjustment in the Applicable Rate, then such Lender
may claim compensation from the Company under Section 3.4.3.


 


3.4.3.                     Compensation
Claims.  Within 15 days after the
receipt by the Company of a certificate from any Lender setting forth why it is
claiming compensation under this Section 3.4 and computations (in
reasonable detail) of the amount thereof, the Company shall pay to such Lender
such additional amounts as such Lender sets forth in such certificate as
sufficient fully to compensate it on account of the foregoing provisions of
this Section 3.4, together with interest on such amount from the 15th day
after receipt of such certificate until payment in full thereof at the
Applicable Rate.  The determination by
such Lender of the amount to be paid to it and the basis for computation
thereof hereunder shall be conclusive so long as (a) such determination is made
in good faith, (b) no manifest error appears therein and (c) such Lender uses
reasonable averaging and attribution methods.


 


3.4.4.                     Mitigation.  Each Lender shall take such commercially
reasonable steps as it may determine are not disadvantageous to it in order to
reduce amounts otherwise payable by the Company to such Lender pursuant to this
Section 3.4.  In addition, the
Company shall not be responsible for costs under this Section 3.4 arising
more than 90 days prior to receipt by the Company of the certificate from the
affected Lender pursuant to this Section 3.4.


 


3.5.                              Computations
of Interest and Fees.  For purposes
of this Agreement, interest (and any other amount expressed as interest) shall
be computed on the basis of a 360-day year for actual days elapsed.  If any payment required by this Agreement
becomes due on any day that is not a Business Day, such payment shall be made
on the next succeeding Business Day.  If
the due date for any payment of principal is extended as a result of the
immediately preceding sentence, interest shall be payable for the time during
which payment is extended at the Applicable Rate.


 


3.6.                              Maximum
Lawful Interest Rate.  All Credit
Documents are expressly limited so that in no event, including the acceleration
of the maturity of the Credit Obligations, shall the amount paid or agreed to
be paid in respect of interest on the Credit Obligations (or fees or other
amounts deemed payment for the use of funds) exceed the maximum permissible
amount under applicable law, as in effect on the date hereof and as
subsequently amended or modified to allow a greater amount of interest (or fees
or other amounts deemed payment for the use of funds) to be paid under the
Credit Documents.  If for any reason the
amount in respect of interest (or fees or other amounts deemed payment for the
use of funds) required by the Credit Documents exceeds such maximum permissible
amount, the obligation to pay interest under the Credit Documents (or fees or
other amounts deemed payment for the use of funds) shall be automatically
reduced to


 


33

















 


such maximum permissible
amount and any amounts in respect of interest (or fees or other amounts deemed
payment for the use of funds) previously paid to the Lenders in excess of such
maximum permissible amount shall be automatically applied to reduce the amount
of the Loan.


 


4.                                       Payment.


 


4.1.                              Payment
at Maturity.  On the Maturity Date
or any accelerated maturity of the Loan, the Company will pay to the Agent an
amount equal to the Loan then due, together with all accrued and unpaid
premium, interest and fees with respect thereto and all other Credit
Obligations then outstanding.


 


4.2.                              Contingent
Required Prepayments.


 


4.2.1.                     Excess
Cash Flow.  Beginning as of the end
of the Company’s 2003 fiscal year, within five Business Days after the date
annual financial statements have been (or are required to have been) furnished
by the Company to the Lenders in accordance with Section 6.4.1, the
Company shall pay to the Agent as a prepayment of the Loan and the
Discretionary Credit Obligations to be applied as provided in
Section 4.4.2 the lesser of (a) 75% of Consolidated Excess Cash Flow for
the most recently completed fiscal year of the Company or (b) the sum of (i)
the amount of the Loan plus (ii) the amount of the Discretionary
Credit Obligations then outstanding; provided, however, that, in no event,
shall the Company be required to make any payments pursuant to this Section 4.2.1,
if such payments would require the Company to receive Supplemental Loans (as
defined in the Congress/CIT Loan and Security Agreement) in order to make such
payments.


 


4.2.2.                     Net Asset
Sale Proceeds.  Upon receipt of Net
Asset Sale Proceeds by the Company or any of its Subsidiaries, the Company
shall within five Business Days pay to the Agent as a prepayment of the Loan
and the Discretionary Credit Obligations to be applied as provided in
Section 4.4.2 the lesser of (a) the amount of such Net Asset Sale Proceeds
or (b) the sum of (i) the amount of the Loan plus (ii) the amount of the
Discretionary Credit Obligations then outstanding.


 


4.2.3.                     Net Debt
Proceeds.  Upon receipt of Net Debt
Proceeds by the Company or any of its Subsidiaries, the Company shall within
five Business Days pay to the Agent as a prepayment of the Loan and the
Discretionary Credit Obligations to be applied as provided in
Section 4.4.2 the lesser of (a) the amount of such Net Debt Proceeds or
(b) the sum of (i) the amount of the Loan plus (ii) the amount of the Discretionary
Credit Obligations then outstanding.


 


4.2.4.                     Net Equity
Proceeds.  Upon receipt of Net
Equity Proceeds by the Company or any of its Subsidiaries, the Company shall
within five Business Days pay to the Agent as a prepayment of the Loan and the
Discretionary Credit Obligations to be applied as provided in
Section 4.4.2 the lesser of (a) the amount of such Net Equity Proceeds or
(b) the sum of (i) the amount of the Loan plus (ii) the amount of the Discretionary
Credit Obligations then outstanding.


 


34

















 


4.2.5.                     Change of
Control.  Upon written request from
the Required Lenders to the Company at any time within 60 days after the
occurrence of a Change of Control, the Company will, within five Business Days,
pay to the Agent an amount equal to 100% of the Loan, together will all accrued
and unpaid interest and fees with respect thereto and all other Credit
Obligations then outstanding.


 


4.2.6.                     Inter-Company
Note.  Upon receipt by the Company
or any of its Subsidiaries of any payment in respect of the Inter-Company Note,
the Company shall within five Business Days pay to the Agent as a prepayment of
the Loan and the Discretionary Credit Obligations to be applied as provided in
Section 4.4.2 the lesser of (a) the amount of such payment of the
Inter-Company Note or (b) the sum of (i) the amount of the Loan plus
(ii) the amount of the Discretionary Credit Obligations then outstanding.


 


4.3.                              Voluntary
Prepayments.  In addition to the
prepayments required by Section 4.2, the Company may from time to time
prepay all or any portion of the Loan (in a minimum amount of $1,000,000 and an
integral multiple of $250,000, or such lesser amount as is then outstanding),
without premium or penalty of any type. 
The Company shall give the Lenders at least five Business Days prior
notice of its intention to prepay the Loan under this Section 4.3,
specifying the date of payment, the total amount of the Loan to be paid on such
date and the amount of interest to be paid with such prepayment.


 


4.4.                              Reborrowing;
Application of Payments, etc.


 


4.4.1.                     Reborrowing.  No portion of the Loan prepaid hereunder may
be reborrowed.


 


4.4.2.                     Order of
Application.  Any prepayment made
pursuant to Section 4.2 shall be applied: 
(a) first, to any Discretionary Credit Obligations then outstanding to
the extent required by the terms of the agreements and instruments evidencing
such Discretionary Credit Obligations; and (b) second, to the Loan.  Any prepayment of Discretionary Credit
Obligations made pursuant to Section 4.2 shall be applied to such
Discretionary Credit Obligations in accordance with the terms of the agreements
and instruments evidencing such Discretionary Credit Obligations.


 


4.4.3.                     Payment
with Accrued Interest, etc.  Upon
all prepayments of the Loan and the principal of the Discretionary Credit
Obligations, the Company shall pay to the Agent, together with the principal
amount to be prepaid, unpaid interest in respect thereof accrued to the date of
prepayment.  Notice of prepayment having
been given in accordance with Section 4.3, and whether or not notice is
given of prepayments pursuant to Section 4.2, the amount specified to be
prepaid shall become due and payable on the date specified for prepayment.


 


4.4.4.                     Payments
for Lenders.  All payments of
principal, interest, fees and other amounts hereunder shall be made to the
Agent for the account of the Lenders in accordance with the Lenders’ respective
Percentage Interests in the Credit Obligations so repaid.


 


35

















 


5.                                       [Intentionally Deleted]


 


6.                                       General Covenants.  The Company covenants with the Lenders that
until (i) all of the Credit Obligations shall have been paid in full and (ii)
the Lenders’ commitments to extend credit under this Agreement and any other
Credit Document shall have irrevocably terminated, the Company and its
Subsidiaries will comply with the provisions of Sections 6.1 through 6.21.


 


6.1.                              Taxes
and Other Charges; Accounts Payable.


 


6.1.1.                     Taxes and
Other Charges.  Each of the Company
and its Subsidiaries shall duly pay and discharge, or cause to be paid and
discharged, before the same become in arrears, all taxes, assessments and other
governmental charges imposed upon such Person and its properties, sales or
activities, or upon the income or profits therefrom, as well as all claims for
labor, materials or supplies which if unpaid might by law become a Lien upon
any of its property; provided, however, that any such tax,
assessment, charge or claim need not be paid if the validity or amount thereof
shall at the time be contested in good faith by appropriate proceedings and if
such Person shall, in accordance with GAAP, have set aside on its books
adequate reserves with respect thereto; and provided, further, that each of the
Company and its Subsidiaries shall pay or bond, or cause to be paid or bonded,
all such taxes, assessments, charges or other governmental claims immediately
upon the commencement of proceedings to foreclose any Lien which may have
attached as security therefor (except to the extent such proceedings have been
dismissed or stayed).


 


6.1.2.                     Accounts
Payable.  Each of the Company and
its Subsidiaries shall promptly pay when due, or in conformity with customary
trade terms or consistent with its past practice, all accounts payable incident
to the operations of such Person not referred to in Section 6.1.1; provided,
however,
that any such accounts payable need not be paid if the validity or amount
thereof shall at the time be contested in good faith and if such Person shall,
in accordance with GAAP, have set aside on its books adequate reserves with
respect thereto.


 


6.2.                              Conduct
of Business, etc.


 


6.2.1.                     Types of
Business.  The Company and its
Subsidiaries shall engage only in (a) the business of exploring for, and
mining, smelting, refining and recycling, metals, (b) the business of
fabricating metal products and (c) other activities related thereto.


 


6.2.2.                     Maintenance
of Properties.  Each of the Company
and its Subsidiaries:


 


(a)                                  shall
keep its properties in such repair, working order and condition, and shall from
time to time make such repairs, replacements, additions and improvements
thereto, as are necessary for the efficient operation of its business and shall
comply at all times in all material respects with all material franchises,
licenses and leases to which it is party so as to prevent any loss or
forfeiture thereof or thereunder, except where (i) compliance is at the time
being


 


36

















 


contested in good faith
by appropriate proceedings and (ii) failure to comply with the provisions being
contested has not resulted, and does not create a material risk of resulting,
in the aggregate in any Material Adverse Change; and


 


(b)                                 shall
do all things necessary to preserve, renew and keep in full force and effect
and in good standing its legal existence and authority necessary to continue
its business; provided, however, that this Section 6.2.2(b)
shall not prevent the merger, consolidation or liquidation of Subsidiaries of
the Company permitted by Section 6.10.


 


6.2.3.                     Compliance
with Legal Requirements.  Each of
the Company and its Subsidiaries shall comply in all material respects with all
valid Legal Requirements applicable to it, except (a) as set forth on Exhibit
7.15.1 or (b) where (i) compliance therewith shall at the time be contested in
good faith by appropriate proceedings and (ii) failure so to comply with the
provisions being contested has not resulted, and does not create a material
risk of resulting, in the aggregate in any Material Adverse Change.


 


6.2.4.                     Compliance
with Material Agreements.  Each of
the Company and its Subsidiaries shall comply in all material respects with the
Material Agreements to the extent such compliance is not in violation of the
other provisions of this Agreement or any other Credit Document.  Without the prior written consent of the
Required Lenders: (a) no provision of the Charter or By-laws of DRAC, the
Company or any of its Subsidiaries shall be amended, modified, waived or
terminated; and (b) no provision of any other Material Agreement shall be
amended, modified, waived or terminated in any manner that would have in any
material respect an adverse effect on the interests of the Lenders.


 


6.3.                              Insurance.


 


6.3.1.                     Business
Interruption Insurance.  Each of the
Company and its Subsidiaries shall maintain with financially sound and
reputable insurers insurance related to interruption of business, either for
loss of revenues or for extra expense, in the manner customary for businesses
of similar size engaged in similar activities.


 


6.3.2.                     Property
Insurance.  Each of the Company and
its Subsidiaries shall keep its assets which are of an insurable character
insured by financially sound and reputable insurers against theft and fraud and
against loss or damage by fire, explosion and hazards insured against by
extended coverage to the extent, in amounts and with deductibles at least as
favorable as those generally maintained by businesses of similar size engaged
in similar activities.


 


6.3.3.                     Liability
Insurance.  Each of the Company and
its Subsidiaries shall maintain with financially sound and reputable insurers
insurance against liability for hazards, risks and liability to persons and
property, including product liability insurance, to the extent, in the amounts
and with deductibles at least as favorable as those generally maintained by
businesses of similar size engaged in similar activities; provided, however,
that it may effect workers’ compensation insurance or similar coverage with
respect to


 


37

















 


operations in any
particular state or other jurisdiction through an insurance fund operated by
such state or jurisdiction or by meeting the self-insurance requirements of
such state or jurisdiction.


 


6.3.4.                     Flood
Insurance.  Each of the Company and
its Subsidiaries shall at all times keep each parcel of real property (other
than mineral interests) owned or leased by it which is (a) included in the
Credit Security, (b) in an area determined by the Director of the Federal
Emergency Management Agency to be subject to special flood hazard and (c) in a
community participating in the National Flood Insurance Program, insured
against such special flood hazards in an amount necessary to ensure compliance
with the federal National Flood Insurance Act of 1968.


 


6.3.5.                     Political
Risk Insurance.  The Company and its
Subsidiaries shall maintain with financially sound and reputable insurers
insurance related to political risk, to the extent, in the amounts and with
deductibles at least as favorable as those maintained by the Company and its
Subsidiaries on the Closing Date, so long as such insurance is available at a
commercially reasonable cost; provided, however, that if the Independent
Director or the Special Director (each as defined in the Investor Rights
Agreement) consents in writing to the cancellation of such insurance, then the
Company and its Subsidiaries shall not be required to maintain such insurance.


 


6.3.6.                     Director’s
Insurance.  The Company and its
Subsidiaries shall maintain with financially sound and reputable insurers
individual insurance for each director of the Company, including each of (a)
the Person serving as the Independent Director (as defined in the Investor
Rights Agreement) and (b) the Person serving as the Special Director (as
defined in the Investor Rights Agreement), in each case against claims and
liabilities that (i) are customarily covered by insurance of such type and (ii)
arise by reason of such Person being, or having been, a director of the Company
or any of its Subsidiaries or by reason of any action taken or omitted (or
alleged to have been taken or omitted) by such Person as a director of the
Company or any of its Subsidiaries, including any action taken or omitted (or
alleged to have been taken or omitted) that may be determined to constitute
negligence, whether or not the Company or any of its Subsidiaries would have
the power to indemnify such Person against such liability.


 


6.4.                              Financial
Statements and Reports.  Each of the
Company and its Subsidiaries shall maintain a system of accounting in which
full and correct entries will be made of all transactions in relation to their
business and affairs in accordance with generally accepted accounting
practice.  The fiscal year of the
Company and its Subsidiaries shall end on October 31 in each year and the
fiscal quarters of the Company and its Subsidiaries shall end on
January 31, April 30, July 31 and October 31 in each year.


 


6.4.1.                     Annual
Reports.  The Company shall furnish
to the Lenders as soon as available, and in any event within 90 days after the
end of each fiscal year, the Consolidated and Consolidating balance sheets of
the Company and its Subsidiaries as at the end of such fiscal year, the
Consolidated and Consolidating statements of income and Consolidated statements
of changes in shareholders’ equity and of cash flows of the


 


38

















 


Company and its
Subsidiaries for such fiscal year (all in reasonable detail) and, in the case
of Consolidated financial statements, comparative figures for the immediately
preceding fiscal year, all accompanied by:


 


(a)                                  Reports
of KPMG LLP (or other independent certified public accountants of recognized
national standing reasonably satisfactory to the Required Lenders), containing
no material qualification, to the effect that they have audited the foregoing
Consolidated financial statements in accordance with generally accepted
auditing standards and that such Consolidated financial statements present
fairly, in all material respects, the financial position of the Company and its
Subsidiaries at the dates thereof and the results of their operations for the
periods covered thereby in conformity with GAAP.


 


(b)                                 The
statement of such accountants that they have caused this Agreement to be
reviewed and that in the course of their audit of the Company and its
Subsidiaries no facts have come to their attention that cause them to believe
that any Default exists and in particular that they have no knowledge of any
Default under the Computation Covenants (with the exception of the covenant set
forth in Section 6.9.6) or, if such is not the case, specifying such
Default and the nature thereof.  This
statement is furnished by such accountants with the understanding that the
examination of such accountants cannot be relied upon to give such accountants
knowledge of any such Default except as it relates to accounting or auditing
matters within the scope of their audit.


 


(c)                                  A
certificate of the Company in substantially the form contained in Exhibit 6.4
signed by its chief executive officer and chief financial officer to the effect
that such officer has caused this Agreement to be reviewed and has no knowledge
of any Default, or if such officer has such knowledge, specifying such Default
and the nature thereof, and what action the Company has taken, is taking or
proposes to take with respect thereto.


 


(d)                                 [Intentionally
Deleted]


 


(e)                                  Computations
by the Company in substantially the form contained in Exhibit 6.4
demonstrating, as of the end of such fiscal year, compliance with the
Computation Covenants and Consolidated Excess Cash Flow, signed by its chief
executive officer and chief financial officer.


 


(f)                                    [Intentionally
Deleted]


 


(g)                                 Supplements
to Exhibits 7.1, 7.2.2, 7.3, 7.14, 7.15.2, 7.15.3 and 7.15.4 showing any
changes in the information set forth in such exhibits not previously furnished
to the Lenders in writing, as well as any changes in the Charter, By-laws or
incumbency of officers of DRAC, the Company and its Subsidiaries from those
previously certified to the Lenders and the Agent.


 


(h)                                 In
the event of a change in GAAP, computations by the Company, signed by its chief
executive officer and chief financial officer,


 


39

















 


reconciling the financial
statements referred to above with financial statements prepared in accordance
with GAAP as applied to the other covenants in Section 9 and related
definitions.


 


(i)                                     In
reasonable detail, management’s discussion and analysis of the results of
operations and the financial condition of the Company and its Subsidiaries as
at the end of and for the year covered by such financial statements.


 


6.4.2.                     Quarterly
Reports.  The Company shall furnish
to the Lenders as soon as available and, in any event, within 45 days after the
end of each of the first three fiscal quarters of the Company, the internally
prepared Consolidated balance sheet of the Company and its Subsidiaries as of
the end of such fiscal quarter, the Consolidated statements of income, of
changes in shareholders’ equity and of cash flows of the Company and its
Subsidiaries for such fiscal quarter and for the portion of the fiscal year
then ended (all in reasonable detail) and comparative figures for the same
period in the preceding fiscal year, all accompanied by:


 


(a)                                  A
certificate of the Company in substantially the form contained in Exhibit 6.4
signed by its chief executive officer and chief financial officer to the effect
that such financial statements have been prepared in accordance with GAAP and
present fairly, in all material respects, the financial position of the Company
and its Subsidiaries at the dates thereof and the results of their operations
for the periods covered thereby, subject only to normal year-end audit
adjustments and the addition of footnotes.


 


(b)                                 A
certificate of the Company in substantially the form contained in Exhibit 6.4
signed by its chief executive officer and chief financial officer to the effect
that such officer has caused this Agreement to be reviewed and has no knowledge
of any Default, or if such officer has such knowledge, specifying such Default
and the nature thereof and what action the Company has taken, is taking or
proposes to take with respect thereto.


 


(c)                                  [Intentionally
Deleted]


 


(d)                                 Computations
by the Company in substantially the form contained in Exhibit 6.4
demonstrating, as of the end of such quarter, compliance with the Computation
Covenants, signed by its chief executive officer and chief financial officer.


 


(e)                                  Supplements
to Exhibits 7.1, 7.2.2, 7.3, 7.14, 7.15.2, 7.15.3 and 7.15.4 showing any
changes in the information set forth in such exhibits not previously furnished
to the Lenders in writing, as well as any changes in the Charter, By-laws or
incumbency of officers of DRAC, the Company and its Subsidiaries from those
previously certified to the Lenders and the Agent.


 


(f)                                    In
reasonable detail, management’s discussion and analysis of the results of
operations and financial condition of the Company and its


 


40

















 


Subsidiaries as at the
end of and for the fiscal period covered by the financial statements referred
to above.


 


(g)                                 A
certificate of the Company, signed by its chief executive officer and chief
financial officer, (i) setting forth in reasonable detail (A) computations of
(1) Taxable Net Income for such fiscal quarter and the portion of the fiscal
year of the Company then ended and (2) Annualized Taxable Net Income with
respect to the most recent Tax Payment Date during such fiscal quarter, and (B)
a reconciliation of (1) Consolidated Net Income for such fiscal quarter and the
portion of such fiscal year then ended and (2) Taxable Net Income for such
fiscal quarter and the portion of such fiscal year then ended, and (ii) stating
that such computations of Taxable Net Income and Annualized Taxable Net Income
present fairly, in all material respects, (1) the Taxable Net Income for such
fiscal quarter and the portion of such fiscal year then ended and (2)
Annualized Taxable Net Income with respect to the most recent Tax Payment Date
during such fiscal quarter.


 


(h)                                 A
certificate of the Company, signed by its chief executive officer and chief
financial officer, (i) attaching pro forma annual federal and state income tax
reports as is otherwise required pursuant to the Tax Sharing Agreement and (ii)
stating that all such pro forma tax reporting, in all material respects, is
correct as of the date thereof.


 


6.4.3.                     Monthly
Reports.  The Company shall furnish
to the Lenders as soon as available and, in any event, within 30 days after the
end of each month, the internally prepared Consolidated balance sheet of the
Company and its Subsidiaries as at the end of such month, the Consolidated
statement of income and Consolidated statements of changes in shareholders’
equity and of cash flows of the Company and its Subsidiaries for such month
(all in reasonable detail), all accompanied by a certificate of the Company
signed by its chief executive officer and chief financial officer to the effect
that such financial statements were prepared in accordance with GAAP and
present fairly, in all material respects, on a summary basis the financial
position of the Company and its Subsidiaries at the dates thereof and the
results of their operations for the periods covered thereby, subject only to
normal year-end audit adjustments and the addition of footnotes.


 


6.4.4.                     Other
Reports.  The Company shall promptly
furnish to the Lenders:


 


(a)                                  As
soon as prepared, and in any event no later than 30 days prior to the beginning
of each fiscal year, an annual budget and operating projections for such fiscal
year of the Company and its Subsidiaries, prepared in a manner consistent with
the manner in which the financial projections described in
Section 7.2.1(f) were prepared, and accompanied by a calculation of the
Computation Covenants based on such projections in substantially the form of
Exhibit A to Exhibit 6.4.


 


41

















 


(b)                                 Any
material updates of such budget and projections.


 


(c)                                  Any
management letters furnished to Company or any of its Subsidiaries by the
Company’s auditors.


 


(d)                                 All
budgets, projections, statements of operations and other reports furnished
generally to the shareholders of the Company.


 


(e)                                  Such
registration statements, proxy statements and reports, including Forms S-1,
S-2, S-3, S-4, 10-K, 10-Q and 8-K, as may be filed by the Company or any of its
Subsidiaries with the Securities and Exchange Commission.


 


(f)                                    Any
90-day letter (or any applicable portions thereof) or 30-day letter (or any
applicable portions thereof) received by the Company, any of its Subsidiaries
or any other Obligor from the federal Internal Revenue Service (or the
equivalent notice received from state or other taxing authorities), or any
other correspondence from such taxing authorities, asserting tax deficiencies
against the Company or any of its Subsidiaries or advising of any audit or
administrative or governmental proceeding relating thereto.


 


(g)                                 The
Company shall furnish, or cause to be furnished, the following to the Agent for
the benefit of the Agent and the Lenders: (i) in regard to the renewal of any
commercial insurance policy covering the Company or any of its Subsidiaries, no
later than the expiration date of the expiring policy that is being renewed, a
certificate of insurance evidencing such renewal policy and naming the Agent as
an additional insured party on all liability policies, where permitted, and for
all property and business interruption policies, a lenders loss payable
endorsement with respect to its collateral in form and substance satisfactory
to the Agent.  The certificates of
insurance should state that all policies provide for at least thirty (30) days
prior written notice to the Agent of any cancellation or reduction of coverage,
and (ii) within thirty (30) days after each fiscal year end, a schedule of
insurance in reasonable detail in form and substance satisfactory to the Agent.


 


6.4.5.                     Notice of
Litigation; Notice of Defaults.  The
Company shall promptly furnish to the Lenders notice of any litigation or any
administrative or arbitration proceeding, or any material development or change
with respect thereto, (a) which creates a material risk of resulting, after
giving effect to any applicable insurance, in the payment by the Company and
its Subsidiaries of more than $2,500,000 or (b) which results, or creates a
material risk of resulting, in a Material Adverse Change.  Promptly upon acquiring knowledge thereof, the
Company shall notify the Lenders of the existence of any Default or Material
Adverse Change, specifying the nature thereof and what action the Company or
any of its Subsidiaries has taken, is taking or proposes to take with respect
thereto.


 


42

















 


6.4.6.                     ERISA
Reports.  The Company shall furnish
to the Lenders as soon as available the following items with respect to any
Plan:


 


(a)                                  any
request for a waiver of the funding standards or an extension of the amortization
period;


 


(b)                                 notice
of any “reportable event” (as defined in section 4043 of ERISA), unless
the notice requirement with respect thereto has been waived by regulation or
does not pertain to any action taken by or against the Company or any of its Subsidiaries
(or the failure of the Company or any of its Subsidiaries to take any action)
and does not affect, or otherwise relate to, any Plan;


 


(c)                                  any
notice received by the Company or any of its Subsidiaries that the PBGC has
instituted or intends to institute proceedings to terminate any Plan, or that
any Multiemployer Plan is insolvent or in reorganization;


 


(d)                                 notice
of the intention of the Company or any of its Subsidiaries to withdraw, in
whole or in part, from any Multiemployer Plan; and


 


(e)                                  notice
of the filing by the administrator of any Plan of the Company or any of its
Subsidiaries with the PBGC of any notice of intent to terminate such Plan
pursuant to section 4041(b) of ERISA.


 


(f)                                    [Intentionally
Deleted]


 


In addition, at least 30
days prior to the filing by the administrator of any Plan of the Company or any
of its Subsidiaries with the PBGC of any notice of intent to terminate such
Plan pursuant to section 4041(c) of ERISA, the Company shall furnish the
Lenders with written notice of the intention of the administrator to make such
filing with the PBGC and to terminate such Plan.


 


6.4.7.                     Tax
Reports.  The Company shall furnish
to the Lenders and Renco as soon as available and, in any event within 150 days
after the end of each fiscal year of the Company:


 


(a)                                  A
certificate of the Company, signed by its chief executive officer and chief
financial officer, (i) setting forth in reasonable detail (A) a computation of
Taxable Net Income for such fiscal year and (B) a reconciliation of (1)
Consolidated Net Income for such fiscal year and (2) Taxable Net Income for
such fiscal year, and (ii) stating that such computation of Taxable Net Income
presents fairly, in all material respects, the Taxable Net Income for such
fiscal year.


 


(b)                                 A
certificate of the Company, signed by its chief executive officer and chief
financial officer, (i) attaching pro forma annual federal and state income tax
reports as is otherwise required pursuant to the Tax Sharing Agreement, (ii)
stating that all such pro forma tax reporting, in all material 


 


43

















 


respects, is correct as
of the date thereof, and (iii) attaching all other calculations, schedules
and/or reports required pursuant to the Tax Sharing Agreement.


 


6.4.8.                     Other Information;
Audit.  From time to time at
reasonable intervals upon request of any authorized officer of any Lender, each
of the Company and its Subsidiaries shall furnish to such Lender such other
information regarding the business, assets, financial condition, income or
prospects of the Company and its Subsidiaries as such officer may reasonably
request, including copies of all pro forma and other tax returns of the Company
and its Subsidiaries and all licenses, agreements, leases and instruments to
which any of the Company or its Subsidiaries is party.  Each Lender’s authorized officers and
representatives shall have the right during normal business hours upon
reasonable notice and at reasonable intervals to examine the books and records
of the Company and its Subsidiaries, to make copies and notes therefrom for the
purpose of ascertaining compliance with or obtaining enforcement of this
Agreement or any other Credit Document. 
The Agent, upon reasonable advance notice, may undertake to have the
Company and its Subsidiaries reviewed by the Agent’s commercial financial
examiners and fixed asset appraisers, and the Company and its Subsidiaries
shall cooperate with the Agent and its commercial financial examiners and fixed
asset appraisers in conducting each such review.


 


6.5.                              Certain
Financial Tests.


 


6.5.1.                     Consolidated
Net Worth.  The Company shall, at
all times, maintain Consolidated Net Worth of not less than the amount set
forth below for the period indicated:


 


	
  Period

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From
  February 1, 2004 through and including April 30, 2004

  	
   

  	
  $

  	
  (145,000,000

  	
  )

  
	
   

  	
   

  	
   

  	
   

  
	
  From
  May 1, 2004 through and including July 31, 2004

  	
   

  	
  $

  	
  (150,000,000

  	
  )

  
	
   

  	
   

  	
   

  	
   

  
	
  From
  August 1, 2004 through and including October 31, 2004

  	
   

  	
  $

  	
  (148,000,000

  	
  )

  
	
   

  	
   

  	
   

  	
   

  
	
  From
  November 1, 2004 through and including January 31, 2005

  	
   

  	
  $

  	
  (145,000,000

  	
  )

  
	
   

  	
   

  	
   

  	
   

  
	
  From
  February 1, 2005 through and including April 30, 2005

  	
   

  	
  $

  	
  (145,000,000

  	
  )

  
	
   

  	
   

  	
   

  	
   

  
	
  From
  May 1, 2005 through and including July 31, 2005

  	
   

  	
  $

  	
  (144,000,000

  	
  )

  
	
   

  	
   

  	
   

  	
   

  
	
  From
  August 1, 2005 through and including October 31, 2005

  	
   

  	
  $

  	
  (134,000,000

  	
  )

  



 


44

















 


The parentheticals above
indicate that the number is negative.


 


6.5.2.                     Fixed
Charge Coverage Ratio.  The Company
and its Domestic Subsidiaries shall not permit the Fixed Charge Coverage Ratio
for any period of four consecutive fiscal quarters, in each case taken as one
accounting period, ended on the date set forth below to be less than the ratio
set forth opposite such fiscal quarter:


 


	
  Quarter Ending

  	
   

  	
  Fixed
  Charge

  Coverage Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  April 30, 2004

  	
   

  	
  0.42 to 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 31, 2004

  	
   

  	
  0.13 to 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 31, 2004

  	
   

  	
  0.35 to 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 31, 2005

  	
   

  	
  0.46 to 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  April 30, 2005

  	
   

  	
  0.38 to 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 31, 2005

  	
   

  	
  0.71 to 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 31, 2005

  	
   

  	
  0.61 to 1

  	
   

  



 


6.5.3.                     Consolidated
Domestic EBITDA.  The Company and
its Domestic Subsidiaries shall, as of the end of any period of four
consecutive fiscal quarters, in each case taken as one accounting period, ended
on the date set forth below maintain Consolidated Domestic EBITDA of not less
than the amount listed opposite each such date:


 


	
  Period

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  April 30,
  2004

  	
   

  	
  $

  	
  8,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 31,
  2004

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 31,
  2004

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 31,
  2005

  	
   

  	
  $

  	
  12,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  April 30,
  2005

  	
   

  	
  $

  	
  12,700,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 31,
  2005

  	
   

  	
  $

  	
  24,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 31,
  2005

  	
   

  	
  $

  	
  29,000,000

  	
   

  



 


45

















 


6.5.4.                     [Intentionally
Deleted]


 


6.5.5.                     [Intentionally
Deleted]


 


6.5.6.                     Domestic
Capital Expenditures.  The aggregate
amount of Capital Expenditures made by the Company and its Domestic
Subsidiaries in the fiscal year of the Company ending on October 31, 2003
shall not exceed $6,500,000.  The
aggregate amount of Capital Expenditures made by the Company and its Domestic
Subsidiaries in the fiscal year of the Company ending on October 31, 2004
shall not exceed $11,186,000. The aggregate amount of Capital Expenditures made
by the Company and its Domestic Subsidiaries in any fiscal year of the Company
commencing on or after November 1, 2004 shall not exceed the lesser of:


 


(a)                                  the
sum of (i) Capital Expenditure Formula Amount plus (ii) the amount by
which Capital Expenditures made by the Company and its Domestic Subsidiaries in
the immediately preceding fiscal year were less than the amount permitted by
this Section 6.5.6; and


 


(b)                                 the
sum of (i) $15,000,000 plus (ii) the amount by which Capital
Expenditures made by the Company and its Domestic Subsidiaries in the
immediately preceding fiscal year were less than the amount permitted by this
Section 6.5.6.


 


6.5.7.                     Foreign
Capital Expenditures.  The aggregate
amount of Capital Expenditures made by the Foreign Subsidiaries in any fiscal
year of the Company ending on any date specified in the table below shall not
exceed the sum of (a) the amount specified opposite such fiscal year in such
table plus
(b) in each fiscal year of the Company commencing on or after November 1,
2003, the amount by which Capital Expenditures made by the Foreign Subsidiaries
in the immediately preceding fiscal year were less than the amount specified
opposite such preceding fiscal year in such table.


 


	
  Fiscal Year Ending

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 31,
  2003

  	
   

  	
  $

  	
  12,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 31,
  2004

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 31,
  2005

  	
   

  	
  $

  	
  27,000,000

  	
   

  



 


46

















 


6.6.                              Indebtedness.  Neither the Company nor any of its
Subsidiaries shall create, incur or assume, or otherwise become or remain
liable with respect to, any Indebtedness, including Guarantees of Indebtedness
or others and reimbursement obligations, whether contingent or matured, under
letters of credit or other financial guarantees by third parties (or become
contractually committed to do so), except, without duplication, the following:


 


6.6.1.                     Indebtedness
in respect of the Credit Obligations and the Warrant Obligations.


 


6.6.2.                     To the extent
that Capitalized Lease Obligations, Synthetic Lease Obligations and purchase
money security interests are permitted by Section 6.7.2, Indebtedness in
respect of such Capitalized Lease Obligations, Synthetic Lease Obligations or
secured by such purchase money security interests; provided, however,
that (a) the aggregate principal amount of all Indebtedness permitted by this
Section 6.6.2 and incurred by the Company and the Domestic Subsidiaries
shall not exceed $2,500,000 at any one time outstanding and (b) the aggregate
principal amount of all Indebtedness permitted by this Section 6.6.2 and
incurred by the Foreign Subsidiaries shall not exceed $7,500,000 at any one
time outstanding.


 


6.6.3.                     Current
liabilities, other than Financing Debt, incurred in the ordinary course of
business or in accordance with Financial Hedge Agreements and other financial
and commodity derivative contracts permitted by the other provisions of this
Agreement.


 


6.6.4.                     To the extent
that payment thereof shall not at the time be required by Section 6.1,
Indebtedness in respect of taxes, assessments, governmental charges and claims
for labor, materials and supplies.


 


6.6.5.                     Indebtedness
secured by Liens of carriers, warehouses, mechanics, landlords and other
Persons permitted by Sections 6.7.5 and 6.7.6.


 


6.6.6.                     Indebtedness
in respect of judgments or awards (a) which have been in force for less than
the applicable appeal period or (b) in respect of which the Company or any of
its Subsidiaries shall at the time in good faith be prosecuting an appeal or
proceedings for review and, in the case of each of clauses (a) and (b), the
Company or such Subsidiary shall have taken appropriate reserves therefor in
accordance with GAAP and execution of such judgment or award shall not be
levied.


 


6.6.7.                     Guarantees by
the Company or any of its Subsidiaries of Indebtedness and other obligations
incurred by the Company or any of its Subsidiaries and permitted by the other
provisions of this Section 6.6.


 


6.6.8.                     Indebtedness
in respect of deferred taxes arising in the ordinary course of business.


 


6.6.9.                     Indebtedness
in respect of inter-company loans and advances among the Company and its
Subsidiaries which are not prohibited by Section 6.8.


 


47

















 


6.6.10.               Unfunded pension
liabilities and obligations with respect to Plans so long as the Company and
all of its Subsidiaries are in compliance with Section 6.15.


 


6.6.11.               Indebtedness
outstanding on the date hereof and described in Exhibit 7.3 and all
refinancings and extensions thereof not in excess of the amount thereof
outstanding immediately prior to such refinancing or extension.


 


6.6.12.               Indebtedness of
Foreign Subsidiaries in an aggregate principal amount not exceeding $5,000,000
at any one time outstanding in an equivalent amount of United States Funds.


 


6.6.13.               Indebtedness of the
Company and its Domestic Subsidiaries under the Congress/CIT Loan and Security
Agreement and all refinancings and extensions thereof; provided, however,
that the aggregate principal amount of Indebtedness permitted by this
Section 6.6.13 at any one time outstanding shall not exceed $75,000,000.


 


6.6.14.               Indebtedness of Doe
Run Peru and its Subsidiaries under the BCP Credit Agreement and all
refinancings and extensions thereof not in excess of the amount thereof
outstanding immediately prior to such refinancing or extension; provided,
however,
that the aggregate principal amount of Indebtedness permitted by this
Section 6.6.14 at any one time outstanding shall not exceed $60,000,000.


 


6.6.15.               Indebtedness of the
Company and its Subsidiaries in respect of the Existing Bonds outstanding on
the date hereof.


 


6.6.16.               Indebtedness of the
Company and its Subsidiaries in respect of the New Bonds and PIK Interest paid
by the Company with respect to the New Bonds.


 


6.6.17.               Indebtedness of the
Company in respect of the Preferred Stock and PIK Interest paid by the Company
with respect to the Preferred Stock; provided, however, that the aggregate
face amount of such Preferred Stock (other than Preferred Stock constituting
PIK Interest) shall not exceed $20,000,000.


 


6.6.18.               Indebtedness of the
Company in respect of which Renco has provided a Guarantee under the Renco
Credit Support Agreement; provided, however, that the aggregate
principal amount of Indebtedness permitted by this Section 6.6.18 at any
one time outstanding shall not exceed $15,000,000.


 


6.6.19.               Indebtedness of the
Company incurred to finance unearned premiums in respect of workers’
compensation, property, liability and political risk insurance policies
maintained by the Company and its Subsidiaries pursuant to Section 6.3; provided,
however,
that:


 


(a)                                  the
aggregate principal amount of Indebtedness permitted by this
Section 6.6.19 at any one time outstanding shall not exceed $9,000,000;


 


(b)                                 [Intentionally
Deleted];


 


48

















 


(c)                                  such
Indebtedness shall not be secured by any assets of any Obligor, except that the
insurance policy being financed with such Indebtedness may secure such
Indebtedness to the extent of (i) any unearned insurance premiums paid by the
Company or any of its Subsidiaries in respect of such insurance policy, (ii)
any loss payments that reduce the unearned insurance premiums for such
insurance policy or (iii) any return of insurance premiums for such insurance
policy;


 


(d)                                 the
terms of such Indebtedness (including interest rates and fees), and the lender
providing such Indebtedness, shall be reasonably satisfactory to the Required
Lenders; and


 


(e)                                  the
Company shall have furnished to the Lenders and the Agent all agreements,
instruments and other documents evidencing, or relating to, such Indebtedness,
and all such agreements, instruments and other documents shall be in form and
substance reasonably satisfactory to the Required Lenders.


 


6.6.20.               Indebtedness of the
Company, the Domestic Subsidiaries and Doe Run Peru and its Subsidiaries in
respect of performance, surety or other similar bonds incurred in the ordinary
course of business; provided, however, that (a) the
aggregate amount of all such Indebtedness incurred by the Company and the
Domestic Subsidiaries at any one time outstanding shall not exceed $3,000,000
and (b) the aggregate amount of all such Indebtedness incurred by Doe Run Peru
and its Subsidiaries at any one time outstanding shall not exceed $7,500,000.


 


6.6.21.               Indebtedness (other
than Financing Debt) in addition to the foregoing; provided, however,
that the aggregate amount of all such Indebtedness at any one time outstanding
shall not exceed $5,000,000.


 


6.7.                              Liens.  Neither the Company nor any of its
Subsidiaries shall create, incur or enter into, or suffer to be created or
incurred or to exist, any Lien (or become contractually committed to do so),
except the following:


 


6.7.1.                     Liens on the
Credit Security that secure the Credit Obligations.


 


6.7.2.                     Liens
constituting (a) purchase money security interests (including mortgages,
conditional sales, Capitalized Leases, Synthetic Leases and any other title
retention or deferred purchase devices) in real property, interests in leases
or tangible personal property (other than inventory) existing or created on the
date on which such property is acquired or within 60 days thereafter, and (b)
the renewal, extension or refunding of any security interest referred to in the
foregoing clause (a) in an amount not to exceed the amount thereof remaining
unpaid immediately prior to such renewal, extension or refunding; provided,
however,
that (i) each such security interest shall attach solely to the particular item
of property so acquired, and the principal amount of Indebtedness (including
Indebtedness in respect of Capitalized Lease Obligations and Synthetic Lease
Obligations) secured thereby shall not exceed the cost (including all such
Indebtedness secured thereby, whether or not assumed) of such item of property;
and


 


49

















 


(ii) the aggregate
principal amount of all Indebtedness secured by Liens permitted by this
Section 6.7.2 shall not exceed the amount permitted by Section 6.6.2.


 


6.7.3.                     Deposits or
pledges made (a) in connection with, or to secure payment of, workers’
compensation, unemployment insurance, old age pensions or other social
security, (b) in connection with casualty insurance maintained in accordance
with Section 6.3, (c) to secure the performance of bids, tenders,
contracts (other than contracts relating to Financing Debt) or leases, (d) to
secure statutory obligations or surety or appeal bonds, (e) to secure
indemnity, performance or other similar bonds in the ordinary course of
business or (f) in connection with contested amounts to the extent that payment
thereof shall not at that time be required by Section 6.1.


 


6.7.4.                     Liens in
respect of judgments or awards, to the extent that such judgments or awards are
permitted by Section 6.6.6 but only to the extent that such Liens are
junior to the Liens on the Credit Security granted to secure the Credit
Obligations.


 


6.7.5.                     Liens of
carriers, warehouses, mechanics and similar Liens, in each case (a) to the
extent that payment of the obligation giving rise to such Lien is not then due
or (b) if such Lien is being contested in good faith by the Company or any of
its Subsidiaries in appropriate proceedings (so long as the Company or such
Subsidiary shall, in accordance with GAAP, have set aside on its books adequate
reserves with respect thereto).


 


6.7.6.                     Encumbrances
in the nature of (a) zoning restrictions, (b) easements, (c) restrictions of
record on the use of real property, (d) landlords’ and lessors’ Liens on rented
premises and (e) restrictions on transfers or assignment of leases, which in
each case do not materially detract from the value of the encumbered property
or impair the use thereof in the business of the Company or any of its
Subsidiaries.


 


6.7.7.                     Liens to
secure taxes, assessments and other governmental charges, to the extent that
payment thereof shall not at the time be required by Section 6.1.


 


6.7.8.                     Restrictions
under federal and state securities laws on the transfer of securities.


 


6.7.9.                     The sale of
doubtful accounts receivable for collection in the ordinary course of business.


 


6.7.10.               Liens as in effect
on the date hereof described in Exhibit 7.3 (and renewals and replacements
thereof) and securing Indebtedness permitted by Section 6.6.11.


 


6.7.11.               Liens on the
Collateral (as defined in the Congress/CIT Loan and Security Agreement) that
secure Indebtedness permitted by Sections 6.6.13 and 6.6.18.


 


6.7.12.               Liens on assets of
Doe Run Peru and its Subsidiaries that secure Indebtedness permitted by
Section 6.6.14.


 


50

















 


6.7.13.               Liens on the
Collateral (as defined in the Existing Senior Secured Note Indenture) that secure
Indebtedness permitted by Section 6.6.15.


 


6.7.14.               Liens on the Credit
Security that secure Indebtedness permitted by Section 6.6.16, subject to
the terms of the Bondholder Intercreditor Agreement.


 


6.7.15.               The paramount
interest of (a) the United States of America with respect to mining claims in
the United States of America and (b) the applicable foreign government with
respect to mining, exploration and beneficiation concessions in any foreign
jurisdiction.


 


6.7.16.               Permitted
Encumbrances (as defined in any mortgage or deed of trust granted by the
Company or any of its Subsidiaries to the Agent for the benefit of the
Lenders).


 


6.7.17.               Liens on assets of
the Company and its Subsidiaries described in Section 6.6.19(b) that
secure Indebtedness permitted by Section 6.6.19.


 


6.8.                              Investments and Acquisitions.  Neither the Company nor any of its
Subsidiaries shall have outstanding, acquire or hold any Investment, including
any Investment consisting of the acquisition of any business (or become
contractually committed to do so), except the following:


 


6.8.1.                     Investments
of the Company and its Subsidiaries in Domestic Subsidiaries that are
Wholly-Owned Subsidiaries of the Company; provided, however, that except as
otherwise required in the ordinary course of business of the Company and its
Subsidiaries, no such Investment shall involve the transfer by the Company or
any of its Subsidiaries of any material assets other than cash.


 


6.8.2.                     Inter-company
loans and advances from any Wholly-Owned Subsidiary to the Company but in each
case only to the extent reasonably necessary for Consolidated tax planning and
working capital management; provided, however, that loans and
advances from a Foreign Subsidiary to the Company or a Domestic Subsidiary must
be subordinated to the Credit Obligations pursuant to an inter-company
subordination agreement in form and substance satisfactory to the Required
Lenders.


 


6.8.3.                     Investments
in Cash Equivalents and Financial Hedge Agreements not prohibited by the other
provisions of this Agreement.


 


6.8.4.                     Guarantees
permitted by Section 6.6.


 


6.8.5.                     So long as
immediately before and after giving effect thereto no Default exists,
Investments of the Company and its Wholly-Owned Subsidiaries in Foreign
Subsidiaries that are Wholly-Owned Subsidiaries as of the Closing Date (other
than Doe Run Exploration); provided, however, that (a) such
Investments shall not involve the transfer of material assets from the Company
and the Domestic Subsidiaries to the Foreign Subsidiaries, other than cash and
surplus equipment, and (b) Investments 


 


51

















 


of the Company and the
Domestic Subsidiaries in Foreign Subsidiaries made pursuant to this
Section 6.8.5 shall not exceed $1,000,000 at any one time outstanding.


 


6.8.6.                     Investments
of the Company in its Domestic Subsidiaries that are not Wholly-Owned
Subsidiaries and in its Foreign Subsidiaries and Investments of any Subsidiary
of the Company in any other Domestic Subsidiary of the Company that is not a
Wholly-Owned Subsidiary and in any other Foreign Subsidiary of the Company, in
each case outstanding on the date hereof and described in Exhibit 7.3.


 


6.8.7.                     Inter-company
loans from the Company to Doe Run Peru that are outstanding on the date hereof
and described in Exhibit 7.3.


 


6.8.8.                     Management
fees owing from Doe Run Peru to the Company that (a) are accrued and unpaid on
the date hereof and described in Exhibit 7.3, or (b) accrue after the date
hereof as a result of limitations on Distributions under the BCP Credit
Agreement.


 


6.8.9.                     So long as
immediately before and after giving effect thereto (a) no Default exists, (b)
no Supplemental Loans (as defined in the Congress/CIT Loan and Security
Agreement) are outstanding under the Congress/CIT Loan and Security Agreement
and (c) the Excess Availability (as defined in the Congress Loan and Security
Agreement) under the Congress/CIT Loan and Security Agreement exceeds
$5,000,000, the Company may make Investments in Compass Resources NL, an
Australian corporation; provided, however, that the aggregate
amount of such Investments shall not exceed $500,000 at any one time
outstanding.


 


6.8.10.               Purchases of
residential properties located in Herculaneum, Missouri, pursuant to a
settlement agreement, dated April 26, 2002 with the State of Missouri, provided
that such purchases are made in substantially a manner, for the purposes, and
in an aggregate amount not in excess of, the manner, purposes, and amount that
would be the Company’s practice with respect thereto as of the date hereof.


 


6.9.                              Distributions.  Neither the Company nor any of its
Subsidiaries shall make any Distribution (or become contractually committed to
do so), except the following:


 


6.9.1.                     Any
Subsidiary of the Company may make Distributions to the Company or any
Wholly-Owned Subsidiary of the Company.


 


6.9.2.                     So long as
immediately before and after giving effect thereto no Default exists, the
Company and its Subsidiaries may pay a monthly management fee to Renco in
accordance with the Management Agreement; provided, however, (A) the aggregate
amount of all such payments by the Company in any month shall not exceed
$200,000, except
that in the event the Company pays less than $200,000 of such fee in
any month, the Company may pay the difference between $200,000 and the amount
actually paid in respect of such fee by the Company in such month at any time
thereafter and (B) the Company is in compliance with the covenant contained in
Section 7.7(b)(iv)(C) of the Congress/CIT Loan and Security Agreement.


 


52

















 


6.9.3.                     [Intentionally
Deleted]


 


6.9.4.                     So long as
(a) immediately before and after giving effect thereto no Default exists and
(b) on the most recent interest payment date for the New Bonds the Company paid
in cash all accrued and unpaid interest on the New Bonds, the Company may make
payments under the Net Worth Appreciation Agreements and profit sharing plans; provided,
however,
that the sum of (i) the aggregate amount of payments under the Net Worth
Appreciation Agreements (other than Net Worth Appreciation Agreements for
former employees of the Company who retired prior to the Closing Date) during
any fiscal year of the Company plus (ii) the aggregate amount of payments
made under profit sharing plans by the Company and its Subsidiaries for the
benefit of members of management having any contractual arrangement with the
Company or any of its Subsidiaries in respect of employment or compensation
during such fiscal year, shall not exceed $300,000.


 


6.9.5.                     So long as immediately
before and after giving effect thereto no Default exists, the Company and its
Subsidiaries may make Investments permitted by Section 6.8 that also
constitute Distributions.


 


6.9.6.                     The Company
may make Distributions to Renco and DRAC pursuant to the Tax Sharing Agreement
and shall, no later than 5 Business Days prior to the date such Distributions
are required pursuant to the Tax Sharing Agreement, provide the Agent copies of
computations required thereunder in respect of such Distribution.


 


6.9.7.                     [Intentionally
Deleted]


 


6.9.8.                     The Company
may make payments under the Renco Credit Support Agreement.


 


6.9.9.                     So long as
immediately before and after giving effect thereto no Default exists, the
Company may make payments in respect of the Warrant Obligations.


 


6.9.10.               The Company may
make payments to reimburse Renco for insurance premiums paid by Renco to
purchase insurance policies for the Company and its Subsidiaries; provided,
however,
that any such insurance premiums shall be no less favorable to the Company and
its Subsidiaries than the insurance premiums that the Company and its
Subsidiaries would pay if the Company and its Subsidiaries has purchased such
insurance policies directly from a non-Affiliate.


 


6.10.                        Asset
Dispositions and Mergers.  Neither
the Company nor any of its Subsidiaries shall merge or enter into a
consolidation or sell, lease, exchange, sell and lease back, sublease or
otherwise dispose of any of its assets (or become contractually committed to do
so), except the following:


 


6.10.1.               The Company and any
of its Subsidiaries may sell or otherwise dispose of: (a) inventory and Cash
Equivalents in the ordinary course of business; (b) assets that (i) will be
replaced in the ordinary course of business within 12 months by other assets of
equal or greater value or (ii) are no longer used or useful in the business of 


 


53

















 


the Company or such
Subsidiary; provided,
however
that the aggregate fair market value (book value, if greater) of all assets
sold under this clause (b) in any fiscal year shall not exceed $1,000,000; (c)
doubtful accounts receivable for collection purposes in the ordinary course of
business; and (d) mineral reserves through depletion from normal mining
operations in the ordinary course of business.


 


6.10.2.               Licensing or
leasing of assets for fair value in the ordinary course of business (so long as
such assets are still available to be used by the Company and its Subsidiaries
to the extent necessary to their businesses).


 


6.10.3.               Any Wholly-Owned
Subsidiary of the Company may merge, consolidate or be liquidated into the
Company or any other Wholly-Owned Subsidiary of the Company, so long as after
giving effect to any such merger to which the Company is a party the Company shall
be the surviving or resulting Person.


 


6.10.4.               So long as
immediately before and after giving effect thereto no Default exists and the
net proceeds thereof are applied to repay the Loan to the extent required by
Section 4.2.2, the Company and its Subsidiaries may sell during any fiscal
year for fair value (consisting of at least 80% cash) assets contributing not
more than 5% of Consolidated Revenues for the Company’s most recently completed
fiscal year; provided, however, that the sum of the foregoing
percentages of Consolidated Revenues for all assets sold pursuant to this
Section 6.10.4 since the Closing Date shall not exceed 15%.


 


6.11.                        Issuance
of Equity by Subsidiaries; Subsidiary Distributions.


 


6.11.1.               Issuance of
Equity by Subsidiaries.  No Subsidiary
of the Company shall issue or sell any shares of its capital stock or other
evidence of equity or beneficial ownership to any Person; provided, however,
that any Subsidiary of the Company may issue or sell equity interests to
(a)  the Company or any Wholly-Owned
Subsidiary of the Company, so long as such equity interests shall have been
pledged to the Agent as part of the Credit Security to the extent required by
the Guarantee and Security Agreement; (b) directors of Subsidiaries of the
Company as qualifying shares to the extent required by Legal Requirements; and
(c)  in the case Foreign Subsidiaries,
to foreign nationals to the extent that equity interests are required by Legal
Requirements to be held by foreign nationals.


 


6.11.2.               No Restrictions on
Subsidiary Distributions.  Except
for this Agreement, the other Credit Documents, the Congress/CIT Loan and
Security Agreement, the BCP Credit Agreement, the New Indenture, the
Inter-Company Note and the Sale/Leaseback Agreement, neither the Company nor
any of its Subsidiaries shall enter into or be bound by any agreement
(including covenants requiring the maintenance of specified amounts of net
worth or working capital) restricting the right of any Subsidiary to make
Distributions or extensions of credit to the Company (directly or indirectly
through another Subsidiary).


 


54

















 


6.12.                        Voluntary
Prepayments of Other Indebtedness. 
Neither the Company nor any of its Subsidiaries shall make any voluntary
prepayment of principal of, or interest on, any Financing Debt or make any
voluntary redemptions or repurchases of Financing Debt, in each case except:


 


(a)                                  for
voluntary prepayments of principal of, or interest on, (i) the Credit
Obligations, (ii) revolving loans under the Congress/CIT Loan and Security
Agreement, (iii) Supplemental Loans (as defined in the Congress/CIT Loan and
Security Agreement) under the Congress/CIT Loan and Security Agreement, (iv)
revolving loans under the BCP Credit Agreement and (v) the Inter-Company Note;
and


 


(b)                                 in
order to facilitate a refinancing of Indebtedness permitted by
Section 6.6.


 


6.13.                        Derivative
Contracts.  Neither the Company nor
any of its Subsidiaries shall enter into any Financial Hedge Agreement or other
financial or commodity derivative contracts (including puts and calls) except
to provide hedge protection for an underlying economic transaction in the
ordinary course of business.


 


6.14.                        Negative
Pledge Clauses.  Neither the Company
nor any of its Subsidiaries shall enter into any agreement, instrument, deed or
lease which prohibits or limits the ability of the Company or any of its
Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of
their respective properties, assets or revenues, whether now owned or hereafter
acquired, or which requires the grant of any collateral for such obligation if
collateral is granted for another obligation, except the following:


 


6.14.1.               This Agreement and
the other Credit Documents.


 


6.14.2.               The Congress/CIT
Loan and Security Agreement and refinancings thereof permitted by
Section 6.6.13.


 


6.14.3.               The BCP Credit
Agreement and refinancings thereof permitted by Section 6.6.14.


 


6.14.4.               The New Indenture.


 


6.14.5.               Covenants in
documents creating Liens permitted by Section 6.7 prohibiting further
Liens on the assets encumbered thereby.


 


6.15.                        ERISA,
etc.  Each of the Company and its
Subsidiaries shall comply in all material respects with the provisions of all
Legal Requirements, including ERISA and the Code, applicable to any Employee
Benefit Plan of the Company or any of its Subsidiaries.  Each of the Company and its Subsidiaries
shall meet all minimum funding requirements applicable to it with respect to
any Plan pursuant to section 302 of ERISA or section 412 of the Code.  At no time shall the Accumulated Benefit
Obligations under any Plan of the Company or any of its Subsidiaries that is
not a Multiemployer Plan exceed the fair market value of the assets of such
Plan allocable to such benefits by more than $42,000,000.  Neither the Company nor any of its


 


55

















 


Subsidiaries shall
withdraw, in whole or in part, from any Multiemployer Plan so as to give rise
to withdrawal liability exceeding $2,500,000 in the aggregate.  At no time shall the actuarial present value
of unfunded liabilities of the Company and its Subsidiaries for post-employment
health care benefits, whether or not provided under a Plan, calculated in a
manner consistent with Statement No. 106 of the United States Financial
Accounting Standards Board, exceed $18,000,000.


 


6.16.                        Transactions with Affiliates.  Neither the Company nor any of its
Subsidiaries shall effect any transaction, or agree to any economic
arrangements (including tax arrangements and insurance arrangements), with any
of their respective Affiliates (except for the Company and its Subsidiaries) on
a basis less favorable to the Company and its Subsidiaries than would be the
case if such transaction had been effected with a non-Affiliate; provided,
however,
that the Company and its Subsidiaries may make Distributions (including the
payment of management fees and the reimbursement of insurance premiums and fees
and expenses) to Renco and DRAC to the extent permitted by Section 6.9.


 


6.17.                        Environmental Laws.


 


6.17.1.               Compliance with
Law and Permits.  Except as set
forth on Exhibit 7.15.1, each of the Company and its Subsidiaries shall use and
operate all of its facilities and properties in material compliance with all
Environmental Laws, keep in effect all necessary permits, approvals,
certificates, licenses and other authorizations relating to environmental
matters and remain in material compliance therewith, and handle all Hazardous
Materials in material compliance with all applicable Environmental Laws.


 


6.17.2.               Notice of
Claims, etc.  Each of the Company
and its Subsidiaries shall immediately notify the Lenders and the Agent, and
provide copies upon receipt, of all material written claims, complaints,
notices or inquiries from governmental authorities relating to the condition of
its facilities and properties or compliance with Environmental Laws, and shall
promptly cure and have dismissed with prejudice to the reasonable satisfaction
of the Required Lenders any such action or proceeding that (a) relates to
compliance with Environmental Laws and (b) has resulted, or creates a material
risk of resulting, in a Material Adverse Change.


 


6.17.3.               Investigations.  Each of the Company and its Subsidiaries
shall permit the Agent, so long as the Agent is acting reasonably and in good
faith, for reasonable cause and upon reasonable notice, to conduct
investigations to determine whether Hazardous Materials exist on any part of
any real property owned or leased by the Company or any of its Subsidiaries in
amounts or under circumstances that could give rise to a material liability and
to determine the source, quantity and type of any such Hazardous
Materials.  The Company and its
Subsidiaries shall cooperate with the Agent and its officers, employees, agents
and contractors in conducting such investigations and shall pay the costs and
expenses of each such investigation; provided, however, that the Agent
shall use reasonable efforts (a) to minimize the disruption to the operations
of the business of the Company and its Subsidiaries on any real property where
any such 


 


56

















 


investigation is being
conducted and (b) to minimize the costs associated with each such
investigation.


 


6.18.                        Management Fees.  Except (a) to the extent permitted by Section 6.9.2 and (b)
for consulting fees payable to any Person that is not an Affiliate of the
Company in connection with an arms-length transaction effected in the ordinary
course of business, neither the Company nor any of its Subsidiaries shall pay
any management, advisory or similar fees to any Person.


 


6.19.                        [Intentionally Deleted]


 


6.20.                        Future Subsidiaries; Further
Assurances.  If, at any time
after the date hereof, any Person becomes a Subsidiary of the Company, the
Company will, within five Business Days after any such Person becomes a
Subsidiary of the Company, cause such Person to execute and deliver to the
Agent, for the benefit of the Lenders and the other holders of any Credit
Obligation, (a) a joinder to the Guarantee and Security Agreement, which
joinder shall be in form and substance satisfactory to the Required Lenders,
and (b) such mortgages, deeds of trust, leasehold mortgages and leasehold deeds
of trust as are necessary to grant the Agent a first priority security interest
in all material real property owned or leased by such Person; provided,
however,
that if such Person becomes a Subsidiary of Doe Run Peru, then such Person will
not be required (i) to join the Guarantee and Security Agreement as a Pledgor
(as defined in the Guarantee and Security Agreement) or (ii) to execute the
documents described in clause (b) above.


 


6.21.                        [Intentionally Deleted]


 


7.                                       Representations and Warranties
of Company. In order to induce the Lenders to extend credit to
the Company hereunder, the Company represents and warrants as follows:


 


7.1.                              Organization and Business.


 


7.1.1.                     DRAC.  DRAC is a duly organized and validly
existing corporation, in good standing under the laws of Missouri, with all
power and authority, corporate or otherwise, necessary (a) to enter into and
perform each Transaction Document to which it is party, (b) to guarantee the
Credit Obligations, (c) to grant to the Agent for the benefit of the Lenders
the security interest in the Credit Security owned by it to secure the Credit
Obligations and (d) to own its properties and carry on the business now
conducted or proposed to be conducted by it. 
Certified copies of the Charter and By-laws of DRAC have been previously
delivered to the Lenders and the Agent and are correct and complete.  Exhibit 7.1, as from time to time hereafter
supplemented in accordance with Sections 6.4.1 and 6.4.2, sets forth, as of the
later of the date hereof or the end of the most recent fiscal quarter for which
financial statements are required to be furnished in accordance with Sections
6.4.1 and 6.4.2, (i) the jurisdiction of organization, the organizational
identification number issued by such jurisdiction and the federal taxpayer
identification number of DRAC, (ii) the address of DRAC’s principal executive
office and chief place of business, (iii) each name, including any trade name,
under which DRAC conducts its business.


 


57

















 


7.1.2.                     Company.  The Company is a duly organized and validly
existing corporation, in good standing under the laws of New York, with all
power and authority, corporate or otherwise, necessary (a) to enter into and
perform this Agreement and each other Transaction Document to which it is
party, (b) to incur the Credit Obligations, (c) to grant to the Agent for the
benefit of the Lenders the security interest in the Credit Security owned by it
to secure the Credit Obligations and (d) to own its properties and carry on the
business now conducted or proposed to be conducted by it.  Certified copies of the Charter and By-laws
of the Company have been previously delivered to the Lenders and the Agent and
are correct and complete.  Exhibit 7.1,
as from time to time hereafter supplemented in accordance with Sections 6.4.1
and 6.4.2, sets forth, as of the later of the date hereof or the end of the
most recent fiscal quarter for which financial statements are required to be
furnished in accordance with Sections 6.4.1 and 6.4.2, (i) the jurisdiction of
organization, the organizational identification number issued by such
jurisdiction and the federal taxpayer identification number of the Company,
(ii) the address of the Company’s principal executive office and chief place of
business, (iii) each name, including any trade name, under which the Company
conducts its business, (iv) the jurisdictions in which the Company owns real or
tangible personal property and, in the case of real property, whether such real
property is owned or leased by the Company and (v) the number of authorized and
issued equity interests and ownership of the Company.


 


7.1.3.                     Subsidiaries.  Each Subsidiary of the Company is duly
organized, validly existing and in good standing under the laws of the
jurisdiction in which it is organized, with all power and authority, corporate
or otherwise, necessary (a) to enter into and perform each Transaction Document
to which it is party, (b) to guarantee the Credit Obligations, (c) to grant to
the Agent for the benefit of the Lenders the security interest in the Credit
Security owned by it to secure the Credit Obligations and (d) to own its
properties and carry on the business now conducted or proposed to be conducted
by it.  Certified copies of the Charter
and By-laws of each Subsidiary of the Company have been previously delivered to
the Lenders and the Agent and are correct and complete.  Exhibit 7.1, as from time to time hereafter
supplemented in accordance with Sections 6.4.1 and 6.4.2, sets forth, as of the
later of the date hereof or the end of the most recent fiscal quarter for which
financial statements are required to be furnished in accordance with Sections
6.4.1 and 6.4.2, (i) the name, jurisdiction of organization, the organizational
identification number issued by such jurisdiction and the federal taxpayer
identification number of each Subsidiary of the Company, (ii) the address of
the chief executive office and principal place of business of each such
Subsidiary, (iii) each name under which each such Subsidiary conducts its
business, (iv) each jurisdiction in which each such Subsidiary owns real or
tangible personal property,  and, in the
case of real property, whether such real property is owned or leased by such
Subsidiary and (v) the number of authorized and issued equity interests and ownership
of each such Subsidiary.


 


7.1.4.                     Qualification.  Each of DRAC, the Company and its
Subsidiaries is duly and legally qualified to do business as a foreign
corporation or other entity and is in good standing in each state or
jurisdiction in which such qualification is required and is duly authorized,
qualified and licensed under all laws, regulations, ordinances or orders of
public authorities, or otherwise, to carry on its business in the places and in
the manner in which it is conducted, except for failures to be so qualified,
authorized or licensed 


 


58

















 


which would not in the
aggregate result, or create a material risk of resulting, in any Material
Adverse Change.


 


7.1.5.                     Capitalization.  Except (a) for the Warrants and (b) as set
forth on Exhibit 7.1, no options, warrants, conversion rights, preemptive
rights or other statutory or contractual rights to purchase shares of capital
stock or other equity securities of the Company or any of its Subsidiaries now
exist, nor has the Company or any of its Subsidiaries authorized any such
right, nor is the Company or any of its Subsidiaries obligated in any other
manner to issue shares of its capital stock or other equity securities.


 


7.2.                              Financial Statements and Other
Information; Material Agreements.


 


7.2.1.                     Financial
Statements and Other Information. 
The Company has previously furnished to the Lenders copies of the
following:


 


(a)                                  The
audited Consolidated and unaudited Consolidating balance sheets of the Company
and its Subsidiaries as at October 31 in each of 1999, 2000, 2001 and 2002
and the audited Consolidated and unaudited Consolidating statements of income
and the audited Consolidated statements of changes in shareholders’ equity and
of cash flows of the Company and its Subsidiaries for the fiscal years of the
Company then ended and the unaudited Consolidated and Consolidating balance
sheets of the Company and its Subsidiaries as of October 31, 2003 and the
unaudited Consolidated and Consolidating statements of income and the unaudited
Consolidated statements of changes in shareholders’ equity and of cash flows of
the Company and its Subsidiaries for the fiscal year then ended.


 


(b)                                 The
unaudited Consolidated balance sheet of the Company and its Subsidiaries as of
January 31, 2004 and the unaudited Consolidated statements of income, of
changes in shareholders’ equity and of cash flows of the Company and its
Subsidiaries for the portion of the fiscal year then ended.


 


(c)                                  The
Company’s report on Form 10-K for its fiscal year ended October 31, 2001,
as filed with the Securities and Exchange Commission.


 


(d)                                 The
Company’s report on Form 10-Q for its fiscal quarter ended July 31, 2002,
as filed with the Securities and Exchange Commission.


 


(e)                                  The
three-year financial and operational projections for the Company and its
Subsidiaries dated November 11, 2003 and covering the period from
November 1, 2003 through October 31, 2006.


 


(f)                                    The
Exchange Offer Documents.


 


The
audited Consolidated financial statements (including the notes thereto)
referred to in clause (a) above were prepared in accordance with GAAP (as in
effect at the time such financial statements were prepared) and fairly present
in all material respects the financial position of the Company and its
Subsidiaries on a Consolidated basis at the respective dates thereof and the
results of their operations for 


 


59

















 


the periods covered
thereby.  The unaudited Consolidating
financial statements referred to in clause (a) above and the unaudited Consolidated
financial statements referred to in clause (b) above were prepared in
accordance with GAAP (as in effect at the time such financial statements were
prepared) and fairly present in all material respects the financial position of
the Company and its Subsidiaries at the respective dates thereof and the
results of their operations for the periods covered thereby, subject to normal
year-end audit adjustments and the addition of footnotes in the case of interim
financial statements.  Except as set
forth on Exhibit 7.2.1, neither the Company nor any of its Subsidiaries has any
known contingent liability material to the Company and its Subsidiaries on a
Consolidated basis which is not reflected in the balance sheet referred to in
clause (b) above (or the most recent balance sheet delivered pursuant to
Section 6.4.1 or 6.4.2) or in the notes thereto.


 


The
Form 10-K referred to in clause (c) above and the Form 10-Q referred to in
clause (d) above contained, and any 10-K or 10-Q hereafter delivered pursuant
to Section 6.4.4(e) shall contain, all information required to be
contained therein and otherwise complied in all material respects with the
Exchange Act.  Neither such Form 10-K
nor such Form 10-Q contained any untrue statement of material fact or omitted
to state a material fact necessary in order to make the statements contained
therein not misleading in the light of the circumstances under which they were
made.


 


In the
Company’s judgment, the financial and operational projections referred to in
clause (e) above constitute a reasonable basis as of the date hereof for the
assessment of the future performance of the Company and its Subsidiaries during
the period indicated therein, it being understood that any projected financial
information represents an estimate, based on various assumptions (including
commodity price assumptions), of future results of operations which may or may
not in fact occur.


 


7.2.2.                     Material
Agreements.  Each of the Material
Agreements is listed on Exhibit 7.2.2 (as from time to time hereafter
supplemented in accordance with Sections 6.4.1 and 6.4.2).  The Company has previously furnished to the
Lenders correct and complete copies, including all exhibits, schedules and
amendments thereto, of the Material Agreements, each as in effect on the date
hereof.


 


7.3.                              Agreements Relating to Financing
Debt, Investments, etc. 
Exhibit 7.3, as from time to time hereafter supplemented in accordance
with Sections 6.4.1 and 6.4.2, sets forth:


 


7.3.1.                     The amounts
(as of the dates indicated in Exhibit 7.3, as so supplemented) of all Financing
Debt of the Company and its Subsidiaries and all agreements, Liens and
Guarantees which relate to such Financing Debt as well as all Indebtedness
incurred by the Company and allowed pursuant to Sections 6.6.6 and 6.6.21
hereunder.


 


7.3.2.                     The amounts
(as of the dates indicated in Exhibit 7.3, as so supplemented) of all
Investments of the Company and its Subsidiaries, all agreements which relate to
such Investments and all agreements which directly or indirectly require the
Company or any Subsidiary to make any Investment.


 


60

















 


7.3.3.                     Material
license agreements with respect to the products of the Company and its
Subsidiaries, including the parties thereto and the expiration dates thereof.


 


7.3.4.                     All
copyrights owned by DRAC, the Company and its Subsidiaries that are registered
with the United States Copyright Office (or any office maintaining registration
of copyrights in any foreign jurisdiction) and all applications for such
registration.


 


7.3.5.                     All
trademarks and service marks owned by DRAC, the Company and its Subsidiaries
that are registered with the United States Patent and Trademark Office (or any
office maintaining registration of trademarks and service marks in any state of
the United States of America or any foreign jurisdiction) and all applications
for such registration.


 


7.3.6.                     All United
States and foreign patents and patent applications owned by DRAC, the Company
and its Subsidiaries.


 


7.3.7.                     All internet
domain names owned by DRAC, the Company and its Subsidiaries and the registry
with which each such domain name is registered.


 


7.3.8.                     All
commercial tort claims held by DRAC, the Company and its Subsidiaries and
related information with respect to the status of the proceedings.


 


7.3.9.                     All bank and
deposit accounts owned by DRAC, the Company and its Subsidiaries.


 


The Company has furnished
the Lenders correct and complete copies of any agreements described above in
this Section 7.3 requested by the Lenders.


 


7.4.                              Changes in Condition.  Except as set forth in the Exchange Offer
Documents and as otherwise set forth on Schedule 7.4 hereof, since
October 31, 2002, no Material Adverse Change has occurred.  Except for the transactions contemplated by
this Agreement and the other Transaction Documents, between October 31,
2002 and the date hereof, neither the Company nor any Subsidiary of the Company
has entered into any material transaction outside the ordinary course of
business.


 


7.5.                              Title to Assets.  The Company and its Subsidiaries have good and marketable title
to (a) all assets necessary for or used in the operations of their business as
now conducted by them and reflected in the most recent balance sheet referred
to in Section 7.2.1 and (b) all assets necessary for or used in the
operations of their business as now conducted by them and acquired subsequent
to the date of such balance sheet, in each case subject to no Liens except for
Liens permitted by Section 6.7.


 


7.6.                              Operations in Conformity with Law,
etc.  The operations of the
Company and its Subsidiaries as now conducted or proposed to be conducted are
not in violation of, nor is the Company or any of its Subsidiaries in default
under, any Legal Requirement presently in effect, except for such violations and
defaults as do not and will not, in the aggregate, result, or create a 


 


61

















 


material risk of
resulting, in any Material Adverse Change. 
Except as set forth on Exhibit 7.6, the Company has received no notice
of any such violation or default and has no knowledge of any basis on which the
operations of the Company or its Subsidiaries, as now conducted and as
currently proposed to be conducted after the date hereof, would give rise to
any such violation or default, except for such violations and defaults as do
not and will not, in the aggregate, result, or create a material risk of
resulting, in any Material Adverse Change.


 


7.7.                              Litigation. 
Except as set forth on Exhibit 7.7, no litigation, at law or in equity,
or any proceeding before any court, board or other governmental or
administrative agency or any arbitrator is pending or, to the knowledge of the
Company or any other Obligor, threatened which (a) involves any material risk
of any final judgment, order or liability which, after giving effect to any
applicable insurance, has resulted, or creates a material risk of resulting, in
any Material Adverse Change or (b) seeks to enjoin the consummation, or
questions the validity, of any of the transactions contemplated by this
Agreement or any other Transaction Document. 
No judgment, decree or order of any court, board or other governmental
or administrative agency or any arbitrator has been issued against or binds the
Company or any of its Subsidiaries which has resulted, or creates a material
risk of resulting, in any Material Adverse Change.


 


7.8.                              Authorization and Enforceability.  Each Obligor has taken all corporate action
required to execute, deliver and perform each Transaction Document to which it
is party.  No consent of stockholders of
any Obligor is necessary in order to authorize the execution, delivery or
performance of any Transaction Document to which such Obligor is party.  This Agreement and each other Transaction
Document constitutes the legal, valid and binding obligation of each Obligor
party thereto and is enforceable against such Obligor in accordance with its
terms.


 


7.9.                              No Legal Obstacle to Agreements.  Neither the execution and delivery of this
Agreement or any other Transaction Document, nor the making of any borrowing
hereunder, nor the guaranteeing of the Credit Obligations, nor the securing of
the Credit Obligations with the Credit Security, nor the consummation of any
transaction referred to in or contemplated by this Agreement or any other
Transaction Document, nor the fulfillment of the terms hereof or thereof or of
any other agreement, instrument, deed or lease contemplated by this Agreement
or any other Transaction Document, has constituted or resulted in or will
constitute or result in:


 


(a)                                  any
breach or termination of the provisions of (i) any agreement, instrument, deed
or lease to which the Company, any of its Subsidiaries or any other Obligor is
a party or by which any such Person is bound, or (ii) the Charter or By-laws of
the Company, any of its Subsidiaries or any other Obligor;


 


(b)                                 the
violation of any law, statute, judgment, decree or governmental order, rule or
regulation applicable to the Company, any of its Subsidiaries or any other
Obligor;


 


(c)                                  the
creation under any agreement, instrument, deed or lease of any Lien (other than
Liens on the Credit Security which secure the Credit Obligations and Liens
permitted by Section 6.7) upon any of the assets of the Company, any of
its Subsidiaries or any other Obligor; or


 


62

















 


(d)                                 any
redemption, retirement or other repurchase obligation of the Company, any of
its Subsidiaries or any other Obligor under any Charter, By-law, agreement,
instrument, deed or lease.


 


Except for filings necessary
to perfect the Agent’s security interest in the Credit Security, no approval,
authorization or other action by, or declaration to or filing with, any
governmental or administrative authority or any other Person is required to be
obtained or made by the Company, any of its Subsidiaries or any other Obligor
in connection with the execution, delivery and performance of this Agreement or
any other Transaction Document, the transactions contemplated hereby or
thereby, the making of any borrowing hereunder, the guaranteeing of the Credit
Obligations or the securing of the Credit Obligations with the Credit Security.


 


7.10.                        Defaults. 
Immediately after giving effect to this Agreement, none of the Company,
its Subsidiaries and the other Obligors will be in default under any provision
of its Charter or By-laws or of this Agreement or any other Transaction
Document.  Immediately after giving
effect to this Agreement, none of the Company, its Subsidiaries and the other Obligors
will be in default under any provision of any agreement, instrument, deed or
lease to which it is party or by which it or its property is bound so as to
result, or create a material risk of resulting, in any Material Adverse Change.


 


7.11.                        Licenses, etc. 
Except as set forth on Exhibit 7.11, the Company and its Subsidiaries
have all patents, patent applications, patent licenses, patent rights,
trademarks, trademark rights, trade names, trade name rights, copyrights,
licenses, franchises, permits, authorizations and other rights as are reasonably
necessary for the conduct of the business of the Company and its Subsidiaries
as now conducted by them.  All of the
foregoing are in full force and effect in all material respects, and each of
the Company and its Subsidiaries is in substantial compliance with the
foregoing without any known conflict with the valid rights of others which has
resulted, or creates a material risk of resulting, in any Material Adverse
Change.  No event has occurred which
permits, or after notice or lapse of time or both would permit, the revocation
or termination of any such license, franchise or other right or which affects
the rights of any of the Company and its Subsidiaries thereunder so as to
result, or to create a material risk of resulting, in any Material Adverse
Change.


 


7.12.                        Taxes.  Each of
the Company and its Subsidiaries has filed all material tax and information
returns which are required to be filed by it and has paid, or made adequate
provision for the payment of, all taxes which have or may become due pursuant
to such returns or to any assessment received by it, other than taxes and
assessments being contested by the Company and its Subsidiaries in good faith
by appropriate proceedings and for which adequate reserves have been taken in
accordance with GAAP.  Neither the
Company nor any of its Subsidiaries knows of any material additional
assessments or any basis therefor.  The
Company reasonably believes that the charges, accruals and reserves on the
books of the Company and its Subsidiaries in respect of taxes or other
governmental charges are adequate.  The
Company is a “qualified subchapter S subsidiary” within the meaning of
section 1361(b)(3)(B) of the Code. 
Except as set forth on Exhibit 7.12, no federal, state, local or foreign
tax audits or administrative or judicial tax proceeding is pending or, to the
knowledge of the Company or any other Obligor, threatened with respect to the
Company or any of its Subsidiaries.


 


63

















 


7.13.                        Certain Business Representations.


 


7.13.1.               Labor Relations.  Except as set forth on Exhibit 7.13.1., no
dispute or controversy between the Company or any of its Subsidiaries and any
of their respective employees has resulted, or is reasonably likely to result,
in any Material Adverse Change, and neither the Company nor any of its
Subsidiaries anticipates that its relationships with its unions or employees
will result, or are reasonably likely to result, in any Material Adverse
Change.  The Company and each of its
Subsidiaries is in compliance in all material respects with all federal and
state laws with respect to (a) non-discrimination in employment with which the
failure to comply, in the aggregate, has resulted, or creates a material risk
of resulting, in a Material Adverse Change and (b) the payment of wages.


 


7.13.2.               Distributors,
Customers and Suppliers.  Exhibit
7.13.2 sets forth a complete and accurate list of:  (a) the ten largest distributors of the products of the Company
and its Subsidiaries during the fiscal year ended  October 31, 2003,
indicating the specific product distributed by each such distributor, the
existing contractual arrangements, if any, with each such distributor and the
volume of products distributed by each such distributor; (b) the ten largest
customers (by dollar volume) of the Company and its Subsidiaries during the
fiscal year ended  October 31, 2003, indicating the existing contractual
arrangements with each such customer by product; and (c) all suppliers of
significant materials or services to the Company and its Subsidiaries,
indicating the contractual arrangements for continued supply from each such
supplier.


 


7.13.3.               Antitrust.  To the knowledge of the Company and its
Subsidiaries, each of the Company and its Subsidiaries is in compliance in all
material respects with all federal and state antitrust laws relating to its
business and the geographic concentration of its business.


 


7.13.4.               Consumer
Protection.  Neither the Company nor
any of its Subsidiaries is in violation of any rule, regulation, order or
interpretation of any rule, regulation or order of the Federal Trade Commission
(including truth-in-lending), with which the failure to comply, in the
aggregate, has resulted, or creates a material risk of resulting, in a Material
Adverse Change.


 


7.13.5.               Extraordinary
Obligations.  Except as set forth on
Exhibit 7.13.5, neither the Company nor any of its Subsidiaries is party to or
bound by any agreement, instrument, deed or lease or is subject to any Charter,
By-law or other restriction, commitment or requirement which, in the opinion of
the management of such Person, is so unusually burdensome as in the foreseeable
future to result, or create a material risk of resulting, in a Material Adverse
Change.


 


7.13.6.               Future
Expenditures.  Except as set forth
on Exhibit 7.13.6, neither the Company nor any of its Subsidiaries anticipate
that the future expenditures, if any, by the Company and its Subsidiaries
needed to meet the provisions of any existing federal, state or foreign
governmental statutes, orders, rules or regulations (including all 


 


64

















 


Environmental Laws) will
be so burdensome as to result, or create a material risk of resulting, in any
Material Adverse Change.


 


7.14.                        Pension Plans. 
Each Employee Benefit Plan (other than a Multiemployer Plan) of the
Company and its Subsidiaries and, to the knowledge of the Company and its
Subsidiaries, each Multiemployer Plan of the Company and its Subsidiaries is in
material compliance with the applicable provisions of all Legal Requirements,
including ERISA and the Code.  Each Plan
of the Company and its Subsidiaries is set forth in Exhibit 7.14 (as from time
to time hereafter supplemented in accordance with Section 6.4.1).  Except as specifically set forth in Exhibit
7.14 (as so supplemented), the fair market value of the assets of each Plan
(other than a Multiemployer Plan) of the Company and its Subsidiaries exceeds
the actuarial present value of the liabilities of each such Plan.  Except as set forth in Exhibit 7.14 (as so
supplemented), no “reportable event” (as defined in section 4043 of ERISA)
that could reasonably be expected to result in termination of any Plan or the
appointment by the appropriate United States District Court of a trustee to
administer any Plan, has occurred; neither the Company nor any of its
subsidiaries has been notified, orally or in writing, by the PBGC that any
proceedings to terminate any Plan or to cause a trustee to be appointed to
administer any Plan are pending, threatened or have been instituted; no
proceeding is pending, threatened or has been instituted by any fiduciary of
any Plan against the Company or any of its Subsidiaries to enforce
section 515 or 4219(c)(5) of ERISA; and no Lien in favor of any Plan could
reasonably be expected to be imposed. 
The Company and its Subsidiaries have met all of the funding standards
under section 302 of ERISA and section 412 of the Code which are
applicable to all Plans that are not Multiemployer Plans, and no condition
exists which could reasonably be expected to result in the institution of
proceedings to terminate any Plan that is not a Multiemployer Plan under
section 4042 of ERISA.  To the
knowledge of the Company and its Subsidiaries, no Plan that is a Multiemployer
Plan is currently insolvent or in reorganization or has been terminated within
the meaning of ERISA.


 


7.15.                        Environmental Regulations.


 


7.15.1.               Environmental
Compliance.  Except as set forth on
Exhibit 7.15.1, each of the Company and its Subsidiaries is in compliance in
all material respects with each Environmental Law in effect in any jurisdiction
in which any properties of the Company or any of its Subsidiaries are located
or where any of them conducts its business, and with all applicable published
rules and regulations (and applicable standards and requirements) of the
federal Environmental Protection Agency and of any similar agencies in states
or foreign countries in which the Company or its Subsidiaries conducts its
business other than those which in the aggregate have not resulted, and do not
create a material risk of resulting, in a Material Adverse Change.


 


7.15.2.               Environmental
Litigation.  Except as set forth on
Exhibit 7.15.2 (as from time to time hereafter supplemented in accordance with
Sections 6.4.1 and 6.4.2), no suit, claim, action or proceeding of which the
Company or any of its Subsidiaries has been given notice or otherwise has
knowledge is now pending before any court, governmental agency or board or
other forum, or to the knowledge of the Company and its Subsidiaries,
threatened by any Person (nor to the knowledge of the Company and its
Subsidiaries, does any factual basis exist therefor) for, and neither the
Company nor any 


 


65

















 


of its Subsidiaries have
received written correspondence from any federal, state or local governmental
authority with respect to:


 


(a)                                  noncompliance
by the Company or any of its Subsidiaries with any Environmental Law;


 


(b)                                 personal
injury, wrongful death or other tortious conduct relating to materials,
commodities or products used, generated, sold, transferred or manufactured by
the Company or any of its Subsidiaries (including products made of, containing
or incorporating asbestos, lead or other Hazardous Material; or


 


(c)                                  the
release into the environment by the Company or any of its Subsidiaries of any
Hazardous Material generated by the Company or any of its Subsidiaries whether
or not occurring at or on a site owned, leased or operated by the Company or
any of its Subsidiaries.


 


7.15.3.               Hazardous
Material.  Exhibit 7.15.3 (as from
time to time hereafter supplemented in accordance with Sections 6.4.1 and
6.4.2) (a) contains a list as of the date hereof of all waste disposal or dump
sites (i) at which Hazardous Material generated by either the Company or any of
its Subsidiaries has been disposed of directly by the Company or any of its
Subsidiaries since January 1, 1996 and all independent contractors to whom
the Company and its Subsidiaries have delivered any such Hazardous Material since
January 1, 1996 and (ii) to the knowledge of the Company and its
Subsidiaries, where any such Hazardous Material finally came to be located
since January 1, 1996, and (b) indicates all such sites which are or have
been included (including as a potential or suspect site) in any published
federal, state or local “superfund” or other list of hazardous or toxic waste
sites.  Any waste disposal or dump sites
(A) at which Hazardous Material generated by either the Company or any of its
Subsidiaries has been disposed of directly by the Company or any of its
Subsidiaries, and all independent contractors to whom the Company or any of its
Subsidiaries have delivered Hazardous Material or (B) to the knowledge of the
Company and its Subsidiaries, where Hazardous Material finally came to be
located, has not resulted, and does not create a material risk of resulting, in
a Material Adverse Change.


 


7.15.4.               Environmental
Condition of Properties.  None of
the properties owned or leased by the Company or any of its Subsidiaries has
been used as a treatment, storage or disposal site for Hazardous Material,
other than as disclosed in Exhibit 7.15.4 (as from time to time hereafter
supplemented in accordance with Sections 6.4.1 and 6.4.2).  Except for the sites disclosed in Exhibit
7.15.4 (as so supplemented), no Hazardous Material is present in any real
property currently or formerly owned or operated by the Company or any of its
Subsidiaries except that which has not resulted, and does not create a material
risk of resulting, in a Material Adverse Change.


 


7.16.                        Indentures. 
Each of the Existing Indentures, the Existing Supplemental Indentures
and the New Indenture is a valid and binding contract as to the Company and, to
the knowledge of the Company, the Trustee. 
The Company is not and, after giving effect to the 


 


66

















 


Agreement contemplated
hereby, will not be, in default in any material respect of its obligations
under any of the Existing Indentures, the Existing Supplemental Indentures or
the New Indenture and, to the knowledge of the Company, the Trustee will not be
in default in any material respect of any of its obligations thereunder.


 


7.17.                        Government Regulation; Margin Stock.


 


7.17.1.               Government
Regulation.  Neither the Company nor
any of its Subsidiaries, nor any Person controlling or under common control
with the Company or any of its Subsidiaries, is subject to regulation under the
Public Utility Holding Company Act of 1935, the Federal Power Act, the
Investment Company Act, the Interstate Commerce Act or any other statute or
regulation (other than Regulation X of the Board of Governors of the Federal
Reserve System) that regulates the incurring by the Company or any of its
Subsidiaries of Financing Debt as contemplated by this Agreement and the other
Credit Documents.


 


7.17.2.               Margin Stock.  Neither the Company nor any of its
Subsidiaries owns any Margin Stock.


 


7.18.                        Solvency. 
As of the date hereof, the Company and its Subsidiaries, taken as a
whole:


 


(a)                                  are
solvent;


 


(b)                                 have
assets having a fair saleable value in excess of the amount required to pay
their probable liability on their existing debts as such debts become absolute
and mature;


 


(c)                                  have
access to adequate capital for the conduct of their business; and


 


(d)                                 have
the ability to pay their debts from time to time incurred.


 


7.19.                        [Intentionally Deleted]


 


7.20.                        Disclosure. 
Neither this Agreement, nor any other Transaction Document, nor any
financial statement, report, notice, mortgage, assignment or certificate
furnished or to be furnished to the Lenders or the Agent by or on behalf of the
Company or any of its Subsidiaries in connection with the transactions
contemplated hereby or thereby, contains any untrue statement of material fact
or omits to state a material fact necessary in order to make the statements
contained herein or therein not misleading in light of the circumstances under
which they were made.  Except as
disclosed in this Agreement or the Exchange Offer Documents, no fact is
actually known to the Company or any of its Subsidiaries which has resulted, or
in the future (so far as the Company or any of its Subsidiaries can reasonably
foresee) will result, or creates a material risk of resulting, in any Material
Adverse Change, except to the extent that present or future general economic
conditions may result in a Material Adverse Change.


 


67

















 


8.                                       Defaults.


 


8.1.                              Events of Default.  The following events are referred to as “Events of Default”:


 


8.1.1.                     Payment.  The Company, any of its Subsidiaries or any
other Obligor shall fail to make any payment in respect of:  (a) any interest, discount or fee on or in
respect of any of the Credit Obligations owed by it as the same shall become
due and payable, and such failure shall continue for a period of five Business
Days or (b) any principal of any of the Credit Obligations owed by it as the
same shall become due, whether at maturity or by acceleration or otherwise.


 


8.1.2.                     Specified
Covenants.  The Company or any of
its Subsidiaries shall fail to perform or observe any of the provisions of
Section 6.4.5, Sections 6.5 through 6.21 or Section 11.6, and such
failure shall not be rectified or cured to the written satisfaction of the
Required Lenders within 15 days after the earlier of (a) notice thereof by the
Required Lenders or the Agent to the Company or (b) a Financial Officer shall
have actual knowledge thereof.


 


8.1.3.                     Other
Covenants.  The Company, any of its
Subsidiaries or any other Obligor shall fail to perform or observe any other
covenant, agreement or provision to be performed or observed by it under this
Agreement or any other Credit Document, and such failure shall not be rectified
or cured to the written satisfaction of the Required Lenders within 30 days
after the earlier of (a) notice thereof by the Required Lenders or the Agent to
the Company or (b) a Financial Officer shall have actual knowledge thereof.


 


8.1.4.                     Representations
and Warranties.  Any representation
or warranty of or with respect to the Company, any of its Subsidiaries or any
other Obligor made to the Lenders or the Agent in, pursuant to or in connection
with this Agreement, any other Credit Document or in any financial statement,
report, notice, mortgage, assignment or certificate delivered to any of the
Lenders or the Agent by the Company, any of its Subsidiaries or any other
Obligor in connection herewith or therewith, shall be false in any material
respect on the date as of which it was made.


 


8.1.5.                     Material
Financing Debt Cross Default, etc.


 


(a)                                  The
Company or any of its Subsidiaries shall fail to make any payment when due
(after giving effect to any applicable grace periods) in respect of any
Material Financing Debt;


 


(b)                                 the
Company or any of its Subsidiaries shall fail to perform or observe the terms
of any agreement or instrument relating to any Material Financing Debt, and
such failure shall continue, without having been duly cured, waived or
consented to, beyond the period of grace, if any, specified in such agreement
or instrument, and such failure shall permit the acceleration of such Material
Financing Debt;


 


68

















 


(c)                                  all
or any part of any Material Financing Debt of the Company or any of its
Subsidiaries shall be accelerated or shall become due or payable prior to its
stated maturity for any reason whatsoever (except with respect to voluntary
prepayments or mandatory contingent payments that do not result from a default
thereunder or the occurrence of an event similar to an Event of Default
hereunder);


 


(d)                                 any
Lien on any property of the Company or any of its Subsidiaries securing any
Material Financing Debt shall be enforced by foreclosure or similar action; or


 


(e)                                  any
holder of any Material Financing Debt shall exercise any right of rescission
with respect to the issuance thereof or put, mandatory prepayment or repurchase
rights against the Company or any of its Subsidiaries with respect to such
Material Financing Debt (other than any such rights that may be satisfied with
“payment in kind” notes or other similar securities).


 


8.1.6.                     Ownership;
Liquidation; etc.  Except as
permitted by Section 6.10:


 


(a)                                  any
Person, together with “affiliates” and “associates” of such Person within the
meaning of Rule 12b-2 of the Exchange Act, or any “group” including such Person
under sections 13(d) and 14(d) of the Exchange Act, other than Ira Rennert and
trusts of which Ira Rennert is the grantor, shall acquire after the date hereof
(i) beneficial ownership within the meaning of Rule 13d-3 of the Exchange Act
of 33% or more of either the voting stock or total equity capital of Renco or
(ii) direct or indirect control of Renco through a shareholder, voting or
similar agreement or arrangement;


 


(b)                                 Renco
shall cease to own, beneficially and of record, (a) all the capital stock of
DRAC and (b) all the Preferred Stock;


 


(c)                                  DRAC
shall cease to own, beneficially and of record, all the Common Stock, except
for Common Stock issued upon exercise of the Warrants;


 


(d)                                 the
Company shall cease to own, directly or indirectly, all the capital stock of
its Subsidiaries, except to the extent permitted by Section 6.11.1; or


 


(e)                                  the
Company or any of its Subsidiaries or any other Obligor shall initiate any
action to dissolve, liquidate or otherwise terminate its existence.


 


8.1.7.                     Enforceability,
etc.  Any Credit Document shall
cease for any reason (other than the scheduled termination thereof in
accordance with its terms) to be enforceable in accordance with its terms or in
full force and effect; or any party to any Credit Document shall so assert in a
judicial or similar proceeding; or the security interests created by this
Agreement or any other Credit Document shall cease to be enforceable and of the
same effect and priority purported to be created hereby.


 


69

















 


8.1.8.                     Judgments.  A final judgment (a) which, with other
outstanding final judgments against the Company and its Subsidiaries, exceeds
an aggregate of $2,500,000 in excess of applicable insurance coverage shall be
rendered against the Company or any of its Subsidiaries, or (b) which grants
injunctive relief that results, or creates a material risk of resulting, in a
Material Adverse Change and in either case if (i) within 30 days after entry
thereof, such judgment shall not have been discharged or execution thereof
stayed pending appeal or (ii) within 30 days after the expiration of any such
stay, such judgment shall not have been discharged.


 


8.1.9.                     ERISA.  Any “reportable event” (as defined in
section 4043 of ERISA) shall occur that reasonably could be expected to
result in termination of any Plan or the appointment by the appropriate United
States District Court of a trustee to administer any Plan or the imposition of
a Lien in favor of any Plan, and such “reportable event” (as defined in
section 4043 of ERISA) shall not be cured or rectified within 15 days
thereafter; or the Company or any of its Subsidiaries shall fail to pay when
due amounts aggregating in excess of $3,000,000 which it shall have become
liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of
intent to terminate any Plan shall be filed under Title IV of ERISA and the
assets of such Plan shall not exceed the liabilities of such Plan on a
termination basis as determined under Title IV of ERISA; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate or to cause a
trustee to be appointed to administer any Plan or a proceeding shall be
instituted by a fiduciary of any Plan against the Company or any of its
Subsidiaries to enforce section 515 or 4219(c)(5) of ERISA and such
proceeding shall not have been dismissed within 30 days thereafter; or a
condition shall exist by reason of which the PBGC would be entitled to obtain a
decree adjudicating that any Plan must be terminated.


 


8.1.10.               [Intentionally
Deleted]


 


8.1.11.               [Intentionally
Deleted]


 


8.1.12.               Bankruptcy, etc.  The Company, any of its Subsidiaries or any
other Obligor shall:


 


(a)                                  commence
a voluntary case under the Bankruptcy Code or authorize, by appropriate
proceedings of its Board of Directors or other governing body, the commencement
of such a voluntary case;


 


(b)                                 (i)
have filed against it a petition commencing an involuntary case under the
Bankruptcy Code that shall not have been dismissed within 60 days after the
date on which such petition is filed, or (ii) file an answer or other pleading
within such 60-day period admitting or failing to deny the material allegations
of such a petition or seeking, consenting to or acquiescing in the relief
therein provided, or (iii) have entered against it an order for relief in any
involuntary case commenced under the Bankruptcy Code;


 


(c)                                  seek
relief as a debtor under any applicable law, other than the Bankruptcy Code, of
any jurisdiction relating to the liquidation or reorganization 


 


70

















 


of debtors or to the
modification or alteration of the rights of creditors, or consent to or
acquiesce in such relief;


 


(d)                                 have
entered against it an order by a court of competent jurisdiction (i) finding it
to be bankrupt or insolvent, (ii) ordering or approving its liquidation or
reorganization as a debtor or any modification or alteration of the rights of
its creditors or (iii) assuming custody of, or appointing a receiver or other
custodian for, all or a substantial portion of its property; or


 


(e)                                  make
an assignment for the benefit of, or enter into a composition with, its
creditors, or appoint, or consent to the appointment of, or suffer to exist a
receiver or other custodian for, all or a substantial portion of its property.


 


8.2.                              Certain Actions Following an
Event of Default.  If one
or more Events of Default shall occur and be continuing, then in each and every
such case:


 


8.2.1.                     Specific
Performance; Exercise of Rights. 
The Required Lenders may, and, upon written request of the Required
Lenders, the Agent shall, proceed to protect and enforce the Lenders’ rights by
suit in equity, action at law and/or other appropriate proceeding, either for
specific performance of any covenant or condition contained in this Agreement
or any other Credit Document (other than Financial Hedge Agreements) or in any
instrument or assignment delivered to the Lenders pursuant to this Agreement or
any other Credit Document (other than Financial Hedge Agreements), or in aid of
the exercise of any power granted in this Agreement or any other Credit
Document (other than Financial Hedge Agreements) or any such instrument or
assignment.


 


8.2.2.                     Acceleration.  The Required Lenders may, and, upon written
request of the Required Lenders, the Agent shall, by notice in writing to the
Company declare all or any part of the unpaid balance of the Credit Obligations
(other than amounts under Financial Hedge Agreements) then outstanding to be
immediately due and payable; provided, however, that if a
Bankruptcy Default shall have occurred, the unpaid balance of the Credit
Obligations (other than amounts under Financial Hedge Agreements) shall
automatically become immediately due and payable.


 


8.2.3.                     Enforcement
of Payment; Credit Security; Setoff. 
Upon written request of the Required Lenders, the Agent shall proceed to
enforce payment of the Credit Obligations in such manner as it may elect and to
realize upon any and all rights in the Credit Security.  The Lenders may offset and apply toward the
payment of the Credit Obligations (and/or toward the curing of any Event of
Default) any Indebtedness (including, but not limited to, Indebtedness on
account of obligations owed to any Obligor which is a Subsidiary of any Lender)
from the Lenders, or any of them, to the respective Obligors, including, but
not limited to, any Indebtedness represented by deposits in any account
maintained with the Lenders, regardless of the adequacy of any security for the
Credit Obligations.  The Lenders shall
have no duty to determine the adequacy of any such security in connection with
any such offset.


 


71

















 


8.2.4.                     Cumulative
Remedies.  To the extent not
prohibited by applicable law which cannot be waived, all of the Lenders’ rights
hereunder and under each other Credit Document shall be cumulative.


 


8.3.                              Annulment of Defaults.  Once an Event of Default has occurred, such
Event of Default shall be deemed to exist and be continuing for all purposes of
the Credit Documents (other than Financial Hedge Agreements) until:


 


(a)                                  such
Event of Default has been cured;


 


(b)                                 the
Agent (with the consent of the Required Lenders) shall have waived such Event
of Default in writing or entered into an amendment to this Agreement or any
other applicable Credit Document which by its express terms cures such Event of
Default; or


 


(c)                                  if
such Event of Default has occurred under Section 8.1.5 as a result of any
default relating to any Material Financing Debt, each applicable Person shall
have duly waived such default in writing or entered into an amendment to any
applicable agreement which by its express terms cures such default;


 


at which time such Event
of Default shall no longer be deemed to exist or to have continued.  No such action by the Lenders or the Agent
shall extend to or affect any subsequent Event of Default or impair any rights
of the Lenders upon the occurrence thereof. 
The making of any extension of credit during the existence of any
Default or Event of Default shall not constitute a waiver thereof.


 


8.4.                              Waivers.  To
the extent that such waiver is not prohibited by the provisions of applicable
law that cannot be waived, each of the Company and its Subsidiaries waives:


 


(a)                                  all
presentments, demands for performance, notices of nonperformance (except to the
extent required by this Agreement or any other Credit Document), protests,
notices of protest and notices of dishonor;


 


(b)                                 any
requirement of diligence or promptness on the part of any Lender or the Agent
in the enforcement of its rights under this Agreement or any other Credit
Document;


 


(c)                                  any
and all notices of every kind and description which may be required to be given
by any statute or rule of law; and


 


(d)                                 any
defense (other than indefeasible payment in full) which it may now or hereafter
have with respect to its liability under this Agreement or any other Credit
Document or with respect to the Credit Obligations.


 


72

















 


9.                                       Expenses; Indemnity.


 


9.1.                              Expenses. The Company will pay:


 


(a)                                  all
reasonable expenses of the Lenders and the Agent (including reasonable fees and
disbursements of the counsel to the Lenders and the Agent) in connection with
the negotiation, preparation and duplication of this Agreement and each other
Credit Document, examinations by, and reports of, the Agent’s commercial
financial examiners, fixed asset appraisers and environmental consultants, the
transactions contemplated hereby and thereby and amendments, waivers, consents
and other operations hereunder and thereunder;


 


(b)                                 all
recording and filing fees and transfer and documentary stamp and similar taxes
at any time payable in respect of this Agreement, any other Credit Document,
any Credit Security or the incurrence of the Credit Obligations; and


 


(c)                                  all
other reasonable expenses incurred by any Lender, any holder of any Credit
Obligation or the Agent in connection with the enforcement of any rights
hereunder or under any other Credit Document or any work-out negotiations
relating to the Credit Obligations, including costs of collection and
reasonable attorneys’ fees (including a reasonable allowance for the hourly
cost of attorneys employed by the Lenders on a salaried basis) and expenses.


 


9.2.                              General Indemnity.  The Company shall indemnify the Lenders and
the Agent and hold them harmless from any liability, loss or damage resulting
from the violation by the Company of Section 2.3.3.  In addition, the Company shall indemnify
each Lender, the Agent and each of the Lenders’ and the Agent’s directors,
officers, employees, agents, attorneys, accountants, consultants and Affiliates
(each Lender, the Agent and each of such directors, officers, employees,
agents, attorneys, accountants, consultants and Affiliates is referred to as an
“Indemnified Party”) and hold each of them harmless from and against any
and all claims, damages, liabilities and reasonable expenses (including
reasonable fees and disbursements of counsel with whom any Indemnified Party
may consult in connection therewith and all reasonable expenses of litigation
or preparation therefor) which any Indemnified Party may incur or which may be
asserted against any Indemnified Party in connection with (a) the Indemnified
Party’s compliance with or contest of any subpoena or other process issued
against it in any proceeding involving the Company or any of its Subsidiaries
or their Affiliates, (b) any litigation or investigation involving the Company,
any of its Subsidiaries or their Affiliates, or any officer, director or
employee thereof, (c) the existence or exercise of any security rights with
respect to the Credit Security in accordance with the Credit Documents, or (d)
this Agreement, any other Credit Document, or any transaction contemplated
hereby or thereby; provided, however, that the foregoing
indemnity shall not apply (i) to litigation commenced by the Company or any of
its Subsidiaries against the Lenders or the Agent which seeks enforcement of
any of the rights of the Company or such Subsidiary hereunder or under any
other Credit Document and is determined adversely to the Lenders or the Agent
in a final nonappealable judgment or (ii) to any Indemnified Party to the
extent such claims, damages, liabilities and expenses are determined in a
final, nonappealable judgment by a court of competent jurisdiction to have
resulted from such 


 


73

















 


Indemnified Party’s own
gross negligence or willful misconduct. 
THE COMPANY EXPRESSLY ACKNOWLEDGES THAT IT MAY BE REQUIRED TO INDEMNIFY
PERSONS AGAINST THEIR OWN NEGLIGENCE.


 


10.                                 Agent.


 


10.1.                        Percentage
Interests.  The Percentage Interest
of each Lender in the Loan, and the related Commitment, shall be computed based
on the maximum principal amount for each Lender as set forth in the Register,
as from time to time in effect.  The
current Percentage Interests are set forth in Exhibit 10.1, which may be
updated by the Agent from time to time to conform to the Register.


 


10.2.                        Agent’s Authority to Act, etc.  Each of the Lenders appoints and authorizes
Renco to act for the Lenders as the Lenders’ Agent in connection with the
transactions contemplated by this Agreement and the other Credit Documents
(other than Financial Hedge Agreements) on the terms set forth herein.  All action in connection with the
enforcement of, or the exercise of any remedies (other than the Lenders’ rights
of set-off as provided in Section 8.2.4 or in any Credit Document) in
respect of the Credit Obligations and Credit Documents shall be taken by the
Agent.


 


10.3.                        Company to Pay Agent, etc.  The Company and each other Obligor shall be
fully protected in making all payments in respect of the Credit Obligations
(other than payments under Financial Hedge Agreements) to the Agent, in relying
upon consents, modifications and amendments executed by the Agent purportedly
on the Lenders’ behalf, and in dealing with the Agent as herein provided.  The Agent may charge the accounts of the
Company, on the dates when the amounts thereof become due and payable, with the
amounts of the principal of and interest on the Loan and all fees and other
amounts owing under any Credit Document (other than Financial Hedge
Agreements).


 


10.4.                        Lender Operations for Advances, etc.


 


10.4.1.               [Intentionally
Deleted]


 


10.4.2.               Agent to
Allocate Payments, etc.  All
payments of principal and interest in respect of the extensions of credit made
pursuant to this Agreement and all fees and other amounts under this Agreement
shall, as a matter of convenience, be made by the Company and the Obligors to the
Agent in immediately available funds by noon (New York time) on any Business
Day.  The share of each Lender shall be
credited to such Lender by the Agent in immediately available funds by 2:00
p.m. (New York time) on such Business Day in such manner that the principal
amount of the Credit Obligations to be paid shall be paid proportionately in
accordance with the Lenders’ respective Percentage Interests in such Credit
Obligations, except as otherwise provided in this Agreement.  Under no circumstances shall any Lender be
required to produce or present its Note as evidence of its interests in the
Credit Obligations in any action or proceeding relating to the Credit
Obligations.


 


10.4.3.               Nonperforming
Lenders.  In the event that any
Lender fails to reimburse the Agent pursuant to Section 10.4.1 for the
Percentage Interest of such Lender 


 


74

















 


(a “Nonperforming
Lender”) in any portion of the Loan advanced by the Agent pursuant hereto,
overdue amounts (the “Delinquent Payment”) due from the Nonperforming
Lender to the Agent shall bear interest, payable by the Nonperforming Lender on
demand, at a per annum rate equal to (a) the Applicable Rate for the first
three days overdue and (b) the sum of (i) the Applicable Rate plus
(ii) 2% for any longer period.  Such
interest shall be payable to the Agent for its own account for the period
commencing on the date of the Delinquent Payment and ending on the date the
Nonperforming Lender reimburses the Agent on account of the Delinquent Payment
(to the extent not paid by any Obligor as provided below) and the accrued
interest thereon (the “Delinquency Period”), whether pursuant to the
assignments referred to below or otherwise. 
Upon notice by the Agent, the Company will pay to the Agent the
principal (but not the interest) portion of the Delinquent Payment.  During the Delinquency Period, in order to
make reimbursements for the Delinquent Payment and accrued interest thereon,
the Nonperforming Lender shall be deemed to have assigned to the Agent all
interest, fees and other payments made by the Company under Section 3 that
would have thereafter otherwise been payable under the Credit Documents to the
Nonperforming Lender.  During any period
in which any Nonperforming Lender is not performing its obligations to extend
credit under Section 2, the Nonperforming Lender shall be deemed to have
assigned to each Lender that is not a Nonperforming Lender (a “Performing
Lender”) all principal and other payments made by the Company under Section 4
that would have thereafter otherwise been payable under the Credit Documents to
the Nonperforming Lender.  The Agent
shall credit a portion of such payments to each Performing Lender in an amount
equal to the Percentage Interest of such Performing Lender divided by one minus
the Percentage Interest of the Nonperforming Lender until the respective
portions of the Loan owed to all the Lenders are the same as the Percentage
Interests of the Lenders immediately prior to the failure of the Nonperforming
Lender to perform its obligations under Section 2.  The foregoing provisions shall be in
addition to any other remedies the Agent, the Performing Lenders or the Company
may have under law or equity against the Nonperforming Lender as a result of
the Delinquent Payment or as a result of its failure to perform its obligations
under Section 2.


 


10.5.                        Sharing of Payments, etc.  Each Lender agrees that (a) if by exercising
any right of set-off or counterclaim or otherwise, it shall receive payment of
(i) a proportion of the aggregate amount due with respect to its Percentage
Interest in the Loan which is greater than (ii) the proportion received by any
other Lender in respect of the aggregate amount due with respect to such other
Lender’s Percentage Interest in the Loan and (b) if such inequality shall
continue for more than 10 days, the Lender receiving such proportionately
greater payment shall purchase participations in the Percentage Interests in
the Loan held by the other Lenders, and such other adjustments shall be made
from time to time (including rescission of such purchases of participations in
the event the unequal payment originally received is recovered from such Lender
through bankruptcy proceedings or otherwise), as may be required so that all
such payments of principal and interest with respect to the Loan held by the
Lenders shall be shared by the Lenders pro rata in accordance with their
respective Percentage Interests; provided, however, that this
Section 10.5 shall not impair the right of any Lender to exercise any
right of set-off or counterclaim it may have and to apply the amount subject to
such exercise to the payment of Indebtedness of any Obligor other than such
Obligor’s Indebtedness with respect to the Loan.  Each Lender that grants a participation in the Credit Obligations
to a Credit 


 


75

















 


Participant shall require
as a condition to the granting of such participation that such Credit
Participant agree to share payments received in respect of the Credit
Obligations as provided in this Section 10.5.  The provisions of this Section 10.5 are for the sole and
exclusive benefit of the Lenders and no failure of any Lender to comply with
the terms hereof shall be available to any Obligor as a defense to the payment
of the Credit Obligations.


 


10.6.                        Agent’s Resignation.  The Agent may resign at any time by giving
at least 60 days’ prior written notice of its intention to do so to each of the
Lenders and the Company and upon the appointment by the Required Lenders of a
successor Agent reasonably satisfactory to the Company.  If no successor Agent shall have been so
appointed and shall have accepted such appointment within 45 days after the
retiring Agent’s giving of such notice of resignation, then the retiring Agent
may appoint a successor Agent which shall be a bank or a trust company
organized under the laws of the United States of America or any state thereof
and having a combined capital, surplus and undivided profit of at least
$500,000,000 (so long as no Default exists) with the consent of the Company,
which shall not be unreasonably withheld; provided, however, that any successor
Agent appointed under this sentence may be removed upon the written request of
the Required Lenders, which request shall also appoint a successor Agent (so
long as no Default exists) reasonably satisfactory to the Company.  Upon the appointment of a new Agent
hereunder, the term “Agent” shall for all purposes of this Agreement thereafter
mean such successor.  After any retiring
Agent’s resignation hereunder as Agent, or the removal hereunder of any
successor Agent, the provisions of this Agreement shall continue to inure to
the benefit of such retiring or removed Agent as to any actions taken or
omitted to be taken by it while it was Agent under this Agreement.


 


10.7.                        Concerning the Agent.


 


10.7.1.               Standard of
Conduct, etc.  The Agent and its
officers, directors, employees and agents shall be under no liability to any of
the Lenders or to any future holder of any interest in the Credit Obligations
for any action or failure to act taken or suffered in the absence of gross
negligence and willful misconduct, and any action or failure to act in
accordance with an opinion of its counsel shall conclusively be deemed to be in
the absence of gross negligence and willful misconduct.  The Agent shall in all cases be entitled to
rely, and shall be fully protected in relying, on instructions given to the
Agent by the Required Lenders.


 


10.7.2.               No Implied
Duties, etc.  The Agent shall have
and may exercise such powers as are specifically delegated to the Agent under
this Agreement or any other Credit Document together with all other powers
incidental thereto.  The Agent shall
have no implied duties to any Person or any obligation to take any action under
this Agreement or any other Credit Document except for action specifically
provided for in this Agreement or any other Credit Document to be taken by the
Agent.


 


10.7.3.               Validity, etc.  The Agent shall not be responsible to any
Lender or any future holder of any interest in the Credit Obligations (a) for
the legality, validity, enforceability or effectiveness of this Agreement or
any other Credit Document, (b) for any recitals, reports, representations,
warranties or statements contained in or made in connection with this Agreement
or any other Credit Document, (c) for the existence or 


 


76

















 


value of any assets
included in any security for the Credit Obligations, (d) for the effectiveness
of any Lien purported to be included in the Credit Security, (e) for the
specification or failure to specify any particular assets to be included in the
Credit Security, or (f) unless the Agent shall have failed to comply with
Section 10.7.1, for the perfection of the security interests in the Credit
Security.


 


10.7.4.               Compliance.  The Agent shall not be obligated to
ascertain or inquire as to the performance or observance of any of the terms of
this Agreement or any other Credit Document; and in connection with any
extension of credit under this Agreement or any other Credit Document, the
Agent shall be fully protected in relying on a certificate of the Company as to
the fulfillment by the Company of any conditions to such extension of credit.


 


10.7.5.               Employment of
Agents and Counsel.  The Agent may
execute any of its duties as Agent under this Agreement or any other Credit
Document by or through employees, agents and attorneys-in-fact and shall not be
responsible to the Company, any other Obligor or any Lender for the default or
misconduct of any such agents or attorneys-in-fact selected by the Agent acting
in the absence of gross negligence and willful misconduct.  The Agent shall be entitled to advice of
counsel concerning all matters pertaining to the agency hereby created and its
duties hereunder or under any other Credit Document.


 


10.7.6.               Reliance on
Documents and Counsel.  The Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
affidavit, certificate, cablegram, consent, instrument, letter, notice, order,
document, statement, telecopy, telegram, telex or teletype message or writing
reasonably believed in good faith by the Agent to be genuine and correct and to
have been signed, sent or made by the Person in question, including any
telephonic or oral statement made by such Person, and, with respect to legal
matters, upon an opinion or the advice of counsel selected by the Agent.


 


10.7.7.               Agent’s
Reimbursement.  Each of the Lenders
severally agrees to reimburse the Agent, pro rata in accordance with such
Lender’s Percentage Interest, for any reasonable expenses not reimbursed by the
Company or the other Obligors (without limiting the obligation of the Company
or the other Obligors to make such reimbursement): (a) for which the Agent is
entitled to reimbursement by the Company or the other Obligors under this
Agreement or any other Credit Document, and (b) after the occurrence and during
the continuance of a Default, for any other reasonable expenses incurred by the
Agent on the Lenders’ behalf in connection with the enforcement of the Lenders’
rights under this Agreement or any other Credit Document; provided, however,
that the Agent shall not be reimbursed for any such expenses arising as a
result of its gross negligence or willful misconduct.


 


10.8.                        Rights as a Lender.  With respect to any credit extended by it hereunder, Renco shall
have the same rights, obligations and powers hereunder as any other Lender and
may exercise such rights and powers as though it were not the Agent, and unless
the context otherwise specifies, Renco shall be treated in its individual
capacity as though it were not the Agent hereunder.  Without limiting the generality of the foregoing, the Percentage
Interest of 


 


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Renco, if any, shall be
included in any computations of Percentage Interests.  Renco and its Affiliates may accept deposits from, make
Investments in, act as trustee for, and generally engage in any kind of
business with, the Company, any of its Subsidiaries or any Affiliate of any of
them and any Person who may do business with or own an equity interest in the
Company, any of its Subsidiaries or any Affiliate of any of them, all as if
Renco were not the Agent and without any duty to account therefor to the other
Lenders.


 


10.9.                        Independent Credit Decision.  Each of the Lenders acknowledges that it has
independently and without reliance upon the Agent, based on the financial
statements and other documents referred to in Section 7.2, on the other representations
and warranties contained herein and on such other information with respect to
the Company and its Subsidiaries as such Lender deemed appropriate, made such
Lender’s own credit analysis and decision to enter into this Agreement and to
make the extensions of credit provided for hereunder.  Each Lender represents to the Agent that such Lender will
continue to make its own independent credit and other decisions in taking or
not taking action under this Agreement or any other Credit Document.  Each Lender expressly acknowledges that
neither the Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates has made any representations or warranties to
such Lender, and no act by the Agent taken under this Agreement or any other
Credit Document, including any review of the affairs of the Company and its
Subsidiaries, shall be deemed to constitute any representation or warranty by
the Agent.  Except for notices, reports
and other documents expressly required to be furnished to each Lender by the
Agent under this Agreement or any other Credit Document, the Agent shall not
have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition, financial
or otherwise, or creditworthiness of the Company or any Subsidiary which may
come into the possession of the Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.


 


10.10.                  Indemnification.  The Lenders shall severally indemnify the Agent and its officers,
directors, employees, agents, attorneys, accountants, consultants and
controlling Persons (to the extent not reimbursed by the Obligors and without
limiting the obligation of any of the Obligors to do so), pro rata in
accordance with their respective Percentage Interests, from and against any and
all liabilities, obligations, damages, penalties, actions, judgments, suits,
losses, costs, expenses or disbursements of any kind whatsoever which may at
any time be imposed on, incurred by or asserted against the Agent or such
Persons relating to or arising out of this Agreement, any other Credit
Document, the transactions contemplated hereby or thereby, or any action taken
or omitted by the Agent in connection with any of the foregoing; provided,
however,
that the foregoing shall not extend to actions or omissions which are
determined in a final, nonappealable judgment by a court of competent
jurisdiction to have taken by the Agent with gross negligence or willful
misconduct.


 


10.11.                  Assumption of Agent’s Rights.  Notwithstanding anything herein or in any
other Credit Document to the contrary, if at any time no Person constitutes the
Agent hereunder or the Agent fails to act upon written directions from the
Required Lenders, the Required Lenders shall be entitled to exercise any power,
right or privilege granted to the Agent under any Credit Document and in so
acting such Lenders shall have the same rights, privileges, indemnities and
protections provided to the Agent under the Credit Documents.


 


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11.                                 Successors and Assigns; Lender
Assignments and Participations.


 


11.1.                        Successors
and Assigns.  Any reference in this
Agreement or any other Credit Document to any of the parties hereto shall be
deemed to include the successors and assigns of such party, and all covenants
and agreements by or on behalf of the Company, the other Obligors, the Lenders
or the Agent that are contained in this Agreement or any other Credit Document shall
bind and inure to the benefit of their respective successors and assigns; provided,
however,
that (a) the Company and its Subsidiaries may not assign their rights or
obligations under this Agreement or any other Credit Document except for
mergers or liquidations permitted by Section 6.10, and (b) the Lenders
shall not be entitled to assign their respective Percentage Interests in the
credits extended hereunder or their Commitments except as set forth in this
Section 11.


 


11.2.                        Assignments by Lenders.


 


11.2.1.               Assignees and
Assignment Procedures.  Each Lender
may, in compliance with applicable laws in connection with such assignment and
in accordance with this Section 11.2.1, assign to one or more Eligible
Transferees (each, an “Assignee”) all or a portion of its interests,
rights and obligations under this Agreement and the other Credit Documents,
including all or a portion of its Commitment, the portion of the Loan at the
time owing to it and the Note held by it; provided, however, that:


 


(a)                                  the
aggregate amount of the Commitment of the assigning Lender subject to each such
assignment to any Assignee other than another Lender, a Related Fund, any
Eligible Transferee that acquires all or a substantial portion of the assets of
a Lender or an Affiliate of a Lender (determined as of the date the Assignment
and Acceptance with respect to such assignment is delivered to the Agent) shall
be not less than $3,000,000 and in increments of $1,000,000 (or, if less, the
entire remaining amount of the assigning Lender’s Commitment); and


 


(b)                                 the
parties to each such assignment shall execute and deliver to the Agent an
Assignment and Acceptance substantially in the form of Exhibit 11.2.1 (the “Assignment
and Acceptance”), together with the Note subject to such assignment and,
except in the event of a transfer pursuant to another Lender, a Related Fund,
any Eligible Transferee that acquires all or a substantial portion of the
assets of a Lender or an Affiliate of a Lender, a processing fee of $3,500
payable to the Agent by the assigning Lender (or as the assigning Lender and
the Assignee may otherwise agree between themselves).


 


Upon acceptance and
recording pursuant to Section 11.1.4, from and after the effective date
specified in each Assignment and Acceptance (which effective date shall be at
least five Business Days after the execution thereof unless waived by the
Agent):


 


(i)                                     the
Assignee shall be a party hereto and, to the extent provided in such Assignment
and Acceptance, have the 


 


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rights and obligations of
a Lender under this Agreement; and


 


(ii)                                  the
assigning Lender shall, to the extent provided in such assignment, be released
from its obligations under this Agreement (and, in the case of an Assignment
and Acceptance covering all or the remaining portion of an assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 3.4
and 9, as well as to any fees accrued for its account hereunder and not yet
paid).


 


11.2.2.               Terms of
Assignment and Acceptance.  By
executing and delivering an Assignment and Acceptance, the assigning Lender and
the Assignee shall be deemed to confirm to and agree with each other and the other
parties hereto as follows:


 


(a)                                  other
than the representation and warranty that it is the legal and beneficial owner
of the interest being assigned thereby free and clear of any adverse claim,
such assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement,
any other Credit Document or any other instrument or document furnished
pursuant hereto;


 


(b)                                 such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Company and its
Subsidiaries or the performance or observance by the Company or any of its
Subsidiaries of any of its obligations under this Agreement, any other Credit
Document or any other instrument or document furnished pursuant hereto;


 


(c)                                  such
Assignee confirms that it has received a copy of this Agreement, together with
copies of the most recent financial statements delivered pursuant to
Section 6.4 or 7.2 and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
such Assignment and Acceptance;


 


(d)                                 such
Assignee will independently and without reliance upon such assigning Lender,
any other Lender or the Agent, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement;


 


(e)                                  such
Assignee appoints and authorizes the Agent to take such action as agent on its
behalf and to exercise such powers under this Agreement as 


 


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are delegated to the
Agent by the terms hereof, together with such powers as are reasonably
incidental thereto; and


 


(f)                                    such
Assignee agrees that it will perform in accordance with the terms of this
Agreement all the obligations which are required to be performed by it as a
Lender.


 


11.2.3.               Register.  The Agent shall maintain at its principal
office (solely for the limited purpose set forth in this Section 11.2.3,
as the agent of the Company) a register (the “Register”) for the
recordation of (a) the names and addresses of the Lenders (including each
Assignee which assumes rights and obligations pursuant to an assignment under
Section 11.2.1 and each Replacement Lender which assumes rights and
obligations pursuant to an assignment under Section 11.5), (b) the
Percentage Interest of each such Lender as set forth in Exhibit 10.1 and (c)
the amount of the Loan owing to each Lender from time to time.  The entries in the Register shall be
conclusive, in the absence of manifest error, and the Company, the Lenders and
the Agent may treat each Person whose name is registered therein for all
purposes as a party to this Agreement. 
The Register shall be available for inspection by the Company or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.


 


11.2.4.               Acceptance of
Assignment and Assumption.  Upon its
receipt of a completed Assignment and Acceptance executed by an assigning
Lender and an Assignee (and any necessary consent of the Agent and the Company)
together with the processing and recordation fee referred to in
Section 11.2.1 and, to the extent necessary, the Note being assigned, the
Agent shall (a) accept such Assignment and Acceptance, (b) record the
information contained therein in the Register and (c) give prompt notice
thereof to the Company.  Within five
Business Days after receipt of notice, the Company, at its own expense, shall
execute and deliver to the Agent (in exchange for the surrendered Note if such
Note must be surrendered or reissued as a result of such assignment) a new Note
to the order of such Assignee in a principal amount equal to the applicable
Commitment and Loan assumed by it pursuant to such Assignment and
Acceptance.  If the assigning Lender has
retained a Commitment and Loan, its Note shall be deemed to be then outstanding
in a principal amount equal to the applicable Commitment and Loan retained by
it.


 


11.2.5.               Federal Reserve
Bank.  Notwithstanding the foregoing
provisions of this Section 11 (without the consent of or notice to the Agent
or the Company), any Lender may at any time pledge all or any portion of such
Lender’s rights under this Agreement and the other Credit Documents to a
Federal Reserve Bank or, in the case of any Lender that is a fund, to the
trustee of such fund to support the fund’s obligations to such trustee; provided,
however,
that no such pledge or assignment shall release such Lender from such Lender’s
obligations hereunder or under any other Credit Document.


 


11.2.6.               Further
Assurances.  The Company and its
Subsidiaries shall sign such documents and take such other actions from time to
time reasonably requested by an Assignee to enable it to share in the benefits
of the rights created by the Credit Documents.


 


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11.3.                        Credit Participants.  Each Lender may, without the consent of the
Company or the Agent, in compliance with applicable laws in connection with
such participation, sell to one or more commercial banks, other financial
institutions or funds in the business of making or purchasing loans similar to
the Credit Obligations (each a “Credit Participant”) participations in
all or a portion of its interests, rights and obligations under this Agreement
and the other Credit Documents (including all or a portion of its Commitment,
the Loan owing to it and the Note held by it); provided, however,
that:


 


(a)                                  such
Lender’s obligations under this Agreement shall remain unchanged;


 


(b)                                 such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations;


 


(c)                                  such
Lender shall provide the Company with prompt written notice of the name of the
applicable Credit Participant;


 


(d)                                 such
Credit Participant shall be entitled to the benefit of the cost protection
provisions contained in Sections 3.4 and 9, but shall not be entitled to
receive any greater payment thereunder than the selling Lender would have been
entitled to receive with respect to the interest so sold if such interest had
not been sold; and


 


(e)                                  the
Company, the other Lenders and the Agent shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement and, under any agreements between such Lender
and such Credit Participant, such Lender shall retain the sole right as one of
the Lenders to vote (and to determine how to vote) with respect to the
enforcement of the obligations of the Obligors relating to the Loan and the
approval of any amendment, modification or waiver of any provision of this
Agreement (other than amendments, modifications, consents or waivers described
in clause (b) of the proviso to Section 14.1, with respect to which such
Credit Participant may determine how to vote).


 


The Company agrees, to
the fullest extent permitted by applicable law, that any Credit Participant and
any Lender purchasing a participation from another Lender pursuant to
Section 10.5 may exercise all rights of payment (including the right of
set-off), with respect to its participation as fully as if such Credit Participant
or such Lender were the direct creditor of the Company and a Lender hereunder
in the amount of such participation.


 


11.4.                        Special Purpose Funding Vehicles.  Notwithstanding anything to the contrary
contained herein, any Lender (a “Granting Lender”) may grant to a
special purpose funding vehicle identified in writing by the Granting Lender to
the Agent and the Company from time to time (an “SPV”) the option to
provide to the Company all or part of any extension of credit that such
Granting Lender would otherwise be obligated to make to the Company pursuant
hereto; provided,
however,
that (a) nothing herein shall constitute a commitment by any SPV to make any
extension of credit, (b) if an SPV elects not to exercise such option or
otherwise fails 


 


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to provide all or any
part of such extension of credit, the Granting Lender shall be obligated to
make such extension of credit pursuant to the terms hereof and (c) the Granting
Lender shall remain for all purposes the Lender of record under the Credit
Documents, including for the purposes of approving amendments, waivers and
other modifications of the Credit Documents. 
The making of an extension of credit by an SPV hereunder shall utilize
the Commitment of the Granting Lender to the same extent as if such extension
of credit had been made by such Granting Lender.  No SPV shall be liable for any indemnity or similar payment
obligation under the Credit Documents (all liability for which shall remain
with the Granting Lender).  Prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPV, no party hereto will
institute against, or join any other Person in instituting against, such SPV
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings.  In addition,
notwithstanding anything to the contrary contained herein, any SPV may (i) with
notice to, but without the prior consent of, the Company and the Agent and
without paying any processing fee therefor, assign all or a portion of its
interests in any Credit Obligations to the Granting Lender or to any financial
institutions (consented to in writing by the Company and the Agent) providing
liquidity or credit support to such SPV to support the funding or maintenance
of extensions of credit and (ii) disclose on a confidential basis any
non-public information relating to its extensions of credit to any rating
agency, commercial paper dealer or provider of any surety, guarantee or credit
or liquidity enhancement to such SPV. 
This Section 11.4 shall survive the termination of this Agreement
and may not be amended without the written consent of each SPV to which a grant
has been made pursuant to this Section 11.4.


 


11.5.                        Replacement of Affected Lender.  In the event that any Lender or, to the
extent applicable, any Credit Participant (the “Affected Lender”):


 


(a)                                  fails
to perform its obligations to fund any portion of the Loan on the Closing Date
when required to do so by the terms of the Credit Documents;


 


(b)                                 demands
payment under the provisions of Section 3.4 in an amount materially in
excess of the amounts with respect thereto demanded by the other Lenders; or


 


(c)                                  refuses
to consent to a proposed amendment, modification, waiver or other action
requiring consent of the holders of 100% of the Percentage Interests under
Section 14.1 that is consented to by Lenders owning at least 90% of the
Percentage Interests;


 


then, so long as no Event
of Default exists, the Company shall have the right to seek a replacement
lender which is reasonably satisfactory to the Agent (the “Replacement
Lender”).  The Replacement Lender
shall purchase the interests of the Affected Lender in the Loan and its
Commitment and shall assume the obligations of the Affected Lender hereunder
and under the other Credit Documents upon execution by the Replacement Lender
of an Assignment and Acceptance and the tender by it to the Affected Lender of
a purchase price agreed between it and the Affected Lender (or, if they are
unable to agree, a purchase price in the amount of the Affected Lender’s
Percentage Interest in the Loan, or appropriate credit support for contingent
amounts included therein, and all other outstanding Credit Obligations then
owed to the Affected 


 


83

















 


Lender).  No processing fee pursuant to
Section 11.2.1 shall be required in connection with such assignment.  Upon consummation of such assignment, the
Replacement Lender shall become party to this Agreement as a signatory hereto
and shall have all the rights and obligations of the Affected Lender under this
Agreement and the other Credit Documents with a Percentage Interest equal to
the Percentage Interest of the Affected Lender, the Affected Lender shall be
released from its obligations hereunder and under the other Credit Documents,
and no further consent or action by any party shall be required.  Upon the consummation of such assignment,
the Company, the Affected Lender and the Agent shall make appropriate
arrangements so that a new Note is issued to the Replacement Lender.  The Company and the other Obligors shall
sign such documents and take such other actions reasonably requested by the
Replacement Lender to enable it to share in the benefits of the rights created
by the Credit Documents.  Until the
consummation of an assignment in accordance with the foregoing provisions of
this Section 11.5, the Company shall continue to pay to the Affected
Lender any Credit Obligations as they become due and payable.


 


11.6.                        Replacement of Departing Lenders.
The Company may, upon not less than 30 days’ prior written notice to each of
the Lenders, the Credit Participants and the Agent (collectively, the “Departing
Lenders”), request that Renco replace all (but not less than all) of the
Departing Lenders.  If (a) the Company
makes such request to replace the Departing Lenders and (b) Renco, in its sole
and absolute discretion, determines to replace the Departing Lenders, then,
within 60 days after delivery by the Company to the Departing Lenders of such
notice, Renco shall purchase all (but not less than all) the interests of the
Departing Lenders in the Loan, the Commitments and the Discretionary Credits
and shall assume all (but not less than all) the obligations of the Departing
Lenders hereunder and under the other Credit Documents upon execution by Renco
of an Assignment and Acceptance and the tender by it to the Agent for the
account of the Departing Lenders of an aggregate purchase price in an amount
equal to the Transfer Amount.  No
processing fee pursuant to Section 11.2.1 shall be required in connection
with such assignment.  Upon consummation
of such assignment, Renco shall become party to this Agreement as a signatory
hereto and shall have all the rights and obligations of the Departing Lenders
under this Agreement and the other Credit Documents with a Percentage Interest
of 100%, and the Departing Lenders shall be released from their respective
obligations hereunder and under the Credit Documents, and no further consent or
action by any party shall be required. 
Upon the consummation of such assignment, the Company and Renco shall
make appropriate arrangements so that a new Note is issued to Renco.  The Company, the other Obligors, the
Departing Lenders and Renco shall, at the cost and expense of the Company,
sign, file and record such documents and take such other actions reasonably
requested by Renco to enable it to receive the benefits of the rights created
by the Credit Documents, including the rights of the Departing Lenders and the
Agent in the Credit Security.  Until the
consummation of an assignment in accordance with the foregoing provisions of
this Section 11.6, the Company shall pay to the Departing Lenders any
Credit Obligations as they become due and payable.


 


12.                                 Confidentiality.  Each Lender will maintain the confidential nature of all
non-public information furnished to it by the Company or any of its
Subsidiaries in accordance with such Lender’s customary procedures for
maintaining the confidential nature of information of this nature; provided,
however,
that such information may be disclosed:


 


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(a)                                  to
any other Lender and to any parent or corporate Affiliate of such Lender or any
other Lender; provided, however, that any such Person shall agree
to comply with the restrictions set forth in this Section 12 with respect
to such information;


 


(b)                                 pursuant
to any statutory or regulatory requirement or any court order, subpoena or
other legal process and to any regulatory authority, including state and
federal bank and insurance regulators and the National Association of Insurance
Commissioners;


 


(c)                                  to
any Credit Participant, proposed Credit Participant or proposed Assignee; provided,
however,
that any such Person shall agree to comply with the restrictions set forth in
this Section 12 with respect to such information;


 


(d)                                 to
its independent counsel, auditors and other professional advisors with an
instruction to such Persons to keep such information confidential;


 


(e)                                  in
connection with the enforcement of this Agreement, any other Credit Document or
any litigation or other proceeding relating to this Agreement or any other
Credit Document; and


 


(f)                                    with
the prior written consent of the Company, to any other Person.


 


(g)                                 In
addition, the Lenders and their respective Affiliates may include references to
the Company and its Affiliates, their trade names, trademarks and logos and the
credit facility provided hereby in connection with any advertising or marketing
undertaken by such Lender or its Affiliates.


 


13.                                 Notices. 
Except as otherwise specified in this Agreement or any other Credit
Document, any notice required to be given pursuant to this Agreement or any
other Credit Document shall be given in writing.  Any notice, consent, approval, demand or other communication in
connection with this Agreement or any other Credit Document shall be deemed to
be given if given in writing (including by telecopy) addressed as provided
below (or to the addressee at such other address as the addressee shall have
specified by notice actually received by the addressor), and if either (a)
actually delivered in fully legible form to such address or (b) in the case of
a letter, unless actual receipt of the notice is required by any Credit
Document five days shall have elapsed after the same shall have been deposited
in the United States mails, with first-class postage prepaid and registered or
certified.


 


If to the Company, to it
at its address set forth on the signature page of this Agreement, to the
attention of the chief financial officer.


 


85

















 


If to the Agent or the
Lender, to it at its address set forth on the signature page of this Agreement.


 


14.                                 Amendments, Consents, Waivers, etc.


 


14.1.                        Lender Consents for Amendments.  Except as otherwise set forth herein, the
Agent may (and upon the written request of the Required Lenders the Agent
shall) take or refrain from taking any action under this Agreement or any other
Credit Document, including giving its written consent to any modification of or
amendment to and waiving in writing compliance with any covenant or condition
in this Agreement or any other Credit Document (other than a Financial Hedge
Agreement) or any Default or Event of Default, all of which actions shall be
binding upon all of the Lenders; provided, however, that:


 


(a)                                  Except
as provided below, without the written consent of the Lenders owning at least a
majority of the Percentage Interests (disregarding the Percentage Interest of
any Nonperforming Lender so long as such Lender is treated equally with the
other Lenders with respect to any actions enumerated below), no written
modification of, amendment to, consent with respect to, waiver of compliance
with, or waiver of a Default under, any of the Credit Documents (other than a
Financial Hedge Agreement) shall be made.


 


(b)                                 Without
the written consent of such Lenders as own 100% of the Percentage Interests
(disregarding the Percentage Interest of any Nonperforming Lender so long as
such Lender is treated equally with the other Lenders with respect to any
actions enumerated below):


 


(i)                                     [Intentionally
Deleted]


 


(ii)                                  No
release of, or subordination of the Lenders’ interests in, all or substantially
all of the Credit Security and no release of the Company or any other Obligor
shall be made (in any event, without the written consent of the Lenders, the
Agent (A) may release particular items of Credit Security or particular
Obligors in dispositions permitted by Section 6.10, as modified by
amendments thereto approved by the Required Lenders, (B) may release all Credit
Security pursuant to Section 15.1 upon payment in full of the Credit
Obligations and termination of the Commitments, (C) may subordinate the Lenders’
Liens on the Credit Security to purchase money liens on specific assets
permitted by Section 6.7.2 and (D) may, to the extent required by the
Congress/CIT Intercreditor Agreement, release particular items of Credit
Security that are subject to Liens permitted by Section 6.7.11).


 


(iii)                               No
incurrence or existence of any Lien on all or substantially all of the Credit
Security shall be permitted (other than Liens securing the Credit Obligations).


 


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(iv)                              No
contractual subordination of the Loans or any other portion of the Credit
Obligations to any other Indebtedness shall be permitted.


 


(v)                                 No
alteration shall be made of the Lenders’ rights of set-off contained in
Section 8.2.4.


 


(vi)                              (vi)                              No
amendment to or modification of this Section 14.1 or the definition of
“Required Lenders” shall be made.


 


(c)                                  Without
the written consent of each Lender that is directly affected thereby
(disregarding the Percentage Interest of any Nonperforming Lender so long as
such Lender is treated equally with the other Lenders with respect to any
actions enumerated below):


 


(i)                                     No
reduction shall be made in (A) the amount of principal of the Loan owing to
such Lender, (B) the interest rate on the portion of the Loan owing to such
Lender or (C) the fees or other amounts owing to such Lender with respect to
the credit facility provided herein (other than amendments and waivers approved
by the Required Lenders that modify defined terms used in calculating
Consolidated Excess Cash Flow or that waive an increase in the Applicable Rate
as a result of an Event of Default).


 


(ii)                                  No
change shall be made in the stated, scheduled time of payment of any portion of
the Loan owing to such Lender or interest thereon or fees or other amounts relating
to any of the foregoing payable to such Lender and no waiver shall be made of
any Default under Section 8.1.1 with respect to such Lender.


 


(iii)                               No
increase shall be made in the amount, or extension of the term, of the stated
Commitments of such Lender beyond that provided for under Section 2.


 


(d)                                 Without
the written consent of the Agent, no amendment or modification of any Credit
Document shall affect the rights or duties of the Agent under the Credit
Documents.


 


14.2.                        Course of Dealing; No Implied
Waivers.  No course of dealing
between any Lender or the Agent, on one hand, and the Company or any other
Obligor, on the other hand, shall operate as a waiver of any of the Lenders’ or
the Agent’s rights under this Agreement or any other Credit Document or with
respect to the Credit Obligations.  In
particular, no delay or omission on the part of any Lender or the Agent in
exercising any right under this Agreement or any other Credit Document or with
respect to the Credit Obligations shall operate as a waiver of such right or
any other right hereunder or thereunder. 
A waiver on any one occasion shall not be 


 


87

















 


construed as a bar to or
waiver of any right or remedy on any future occasion.  No waiver, consent or amendment with respect to this Agreement or
any other Credit Document shall be binding unless it is in writing and signed
by the Agent or the Required Lenders.


 


15.                                 General Provisions.


 


15.1.                        Defeasance. 
When all Credit Obligations have been paid, performed and reasonably
determined by the Agent to have been indefeasibly discharged in full, and if at
the time no Lender continues to be committed to extend any credit to the
Company hereunder or under any other Credit Document, this Agreement and the other
Credit Documents shall terminate and, at the Company’s written request,
accompanied by such certificates and other items as the Agent shall reasonably
deem necessary, the Credit Security shall revert to the Obligors and the right,
title and interest of the Lenders and the Agent therein shall terminate.  Thereupon, on the Obligors’ demand and at
their cost and expense, the Agent shall execute proper instruments,
acknowledging satisfaction of and discharging this Agreement and the other
Credit Documents, and shall redeliver to the Obligors any Credit Security then
in its possession; provided, however, that Sections 3.4,
9, 10.7.7, 10.10, 12 and 15 shall survive the termination of this Agreement.


 


15.2.                        No Strict Construction.  The parties have participated jointly in the
negotiation and drafting of this Agreement and the other Credit Documents with
counsel sophisticated in financing transactions.  In the event an ambiguity or question of intent or interpretation
arises, this Agreement and the other Credit Documents shall be construed as if
drafted jointly by the parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any
provisions of this Agreement and the other Credit Documents.


 


15.3.                        Certain Acknowledgments.  The Company acknowledges that:


 


(a)                                  it
has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Credit Documents;


 


(b)                                 neither
any Lender nor the Agent has any fiduciary relationship with or duty to the
Obligors arising out of or in connection with this Agreement or any other
Credit Document, and the relationship between the Lenders and the Agent, on one
hand, and the Obligors, on the other hand, in connection herewith or therewith
is solely that of debtor and creditor; and


 


(c)                                  no
joint venture is created hereby or by the other Credit Documents or otherwise
exists by virtue of the transactions contemplated hereby or thereby among the
Obligors and the Lenders.


 


15.4.                        Venue; Service of Process; Certain
Waivers.  Each of the
Company, the Lenders and the Agent:


 


(a)                                  irrevocably
submits to the nonexclusive jurisdiction of the Supreme Court of the State of
New York in New York County and the United States District Court for the
Southern District of New York for the purpose of any 


 


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suit, action or other
proceeding arising out of or based upon this Agreement or any other Credit
Document or the subject matter hereof or thereof;


 


(b)                                 waives
to the extent not prohibited by applicable law that cannot be waived, and
agrees not to assert, by way of motion, as a defense or otherwise, in any such
proceeding brought in any of the above-named courts, any claim that it is not
subject personally to the jurisdiction of such court, that its property is
exempt or immune from attachment or execution, that such proceeding is brought
in an inconvenient forum, that the venue of such proceeding is improper, or
that this Agreement or any other Credit Document, or the subject matter hereof
or thereof, may not be enforced in or by such court;


 


(c)                                  waives
personal service of any and all process and consents that all service of
process may be made by registered mail, postage prepaid, directed to its
address specified in or pursuant to Section 13 and service so made shall
be deemed to be completed ten (10) days after the same shall have been so
deposited in the U.S. mails, registered mail, postage prepaid, or by any other
manner provided under the rules of the Supreme Court of the State of New York
or the United States District Court for the Southern District of New York, and
agrees that service of process by registered or certified mail, return receipt
requested, at its address specified in or pursuant to Section 13 is reasonably
calculated to give actual notice; and


 


(d)                                 waives
to the extent not prohibited by applicable law that cannot be waived any right
it may have to claim or recover in any such proceeding any special, exemplary,
punitive or consequential damages.


 


15.5.                        WAIVER OF JURY TRIAL.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW THAT CANNOT BE WAIVED, EACH OF THE COMPANY, THE LENDERS AND THE AGENT
WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT
OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE,
CLAIM OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT OR THE CONDUCT OF THE PARTIES HERETO, WHETHER NOW EXISTING OR
HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE.  The Company acknowledges that it has been
informed by the Lenders that the foregoing sentence constitutes a material
inducement upon which each of the Lenders has relied and will rely in entering
into this Agreement and any other Credit Document.  The Company, any Lender or the Agent may file an original
counterpart or a copy of this Agreement with any court as written evidence of
the consent of the Company, the Lenders and the Agent to the waiver of their
rights to trial by jury.


 


15.6.                        Interpretation; Governing Law; etc.  Time is (and shall be) of the essence in
this Agreement and the other Credit Documents. 
All covenants, agreements, representations and warranties made in this
Agreement or any other Credit Document or in certificates delivered pursuant
hereto or thereto shall be deemed to have been relied on by each Lender,
notwithstanding any investigation made by any Lender on its behalf, and shall
survive the 


 


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execution and delivery to
the Lenders hereof and thereof.  The
invalidity or unenforceability of any provision hereof shall not affect the
validity or enforceability of any other provision hereof, and any invalid or
unenforceable provision shall be modified so as to be enforced to the maximum
extent of its validity or enforceability. The headings in this Agreement are
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.  This Agreement and
other Credit Documents constitute the entire understanding of the parties with
respect to the subject matter hereof and thereof and supersede all prior and
contemporaneous understandings and agreements, whether written or oral, with
respect to such subject matter.  This
Agreement may be executed in any number of counterparts which together shall
constitute one instrument.  This
Agreement, and any issue, claim or proceeding arising out of or relating to
this Agreement or any other Credit Document or the conduct of the parties hereto,
whether now existing or hereafter arising and whether in contract, tort or
otherwise, shall be governed by and construed in accordance with the laws of
the State of New York.


 


15.7.                        Specified Waivers.


 


(a)                                  The
Agent and each of the Lenders hereby waive any Default or Event of Default
which may exist under Section 8.1.3 of the Existing Credit Agreement based
solely upon the failure of the Company and its Subsidiaries to comply in all
material respects with the provisions of the following Material Agreements, as
required under Section 6.2.4 of the Existing Credit Agreement:


 


(i)                                     The
New Indenture, solely for failure to timely deliver the annual reports for the
fiscal year ending October 31, 2002 and October 31, 2003 and the
quarterly reports for the fiscal quarters ending January 31, 2003, April 30,
2003, July 31, 2003 and January 31, 2004, as required under
Section 4.09(a) of the New Indenture, and for failure to timely deliver
the report of the independent accountant required under Section 4.07(b).


 


(ii)                                  The
Congress/CIT Loan and Security Agreement, solely for (i) failure to comply with
Section 7.10 (Consolidated Net Worth) from October 29, 2002 through
the effective date of Amendment No. 2 to Amended and Restated Loan and Security
Agreement, dated as of April 9, 2004, to the Congress/CIT Loan and
Security Agreement; (ii) failure to timely provide the audited financial
statements for the fiscal years ending October 31, 2002 and
October 31, 2003, as required under Section 7.19(a)(i), and the
certificates required under Section 7.19(a)(iv) and (v); and (iii) the
Event of Default arising under Section 8.1(d) as a result of the entry of
a judgment on January 13, 2003 in the amount of $4,347,014.48 against
Fabricated Products, Inc. in the 


 


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case known as Taracorp
Industries, Inc. v. Fabricated Products, Inc. and Midco Industries, Inc.,
Cause No. 002-00769, Division 19, provided that the waiver granted in
this subsection (iii) shall automatically and without further action by
the parties hereto be deemed rescinded and terminated upon the earliest to
occur of any of the conditions set forth in Section 1(b)(i) through (iii)
of the Waiver dated as of March 27, 2003 to this Agreement, between the
Company and Renco.


 


(b)                                 The
Agent and each of the Lenders hereby waive any Default or Event of Default
which may exist under Section 8.1.3 of the Existing Credit Agreement based
solely upon the failure of the Company to furnish, within 90 days after the end
of the fiscal years ending October 31, 2002 and October 31, 2003, the
audited financial statements and all reports, statements, certificates,
computations, calculations, supplements, management’s discussion and analysis,
and any other information required under Section 6.4.1 of the Existing
Credit Agreement, provided that this waiver is granted on the condition
that (i) the audited financial statements, the reports required under
Section 6.4.1(a) of this Agreement, and the management’s discussion and
analysis required under Section 6.4.1(i) of this Agreement, all for the
fiscal year ending October 31, 2003, are delivered by no later than May
15, 2004; and (ii) the certificate, calculations and computations required
under subsections (c), (e) and (h) of Section 6.4.1 of this Agreement, all
for the fiscal year ending October 31, 2003, are delivered by no later
than 30 days after the date hereof.


 


(c)                                  The
Agent and each of the Lenders hereby waive any Default or Event of Default
which may exist under Section 8.1.3 of the Existing Credit Agreement based
solely upon the failure of the Company to furnish, within 45 days after the end
of the fiscal quarters ending January 31, 2003, April 30, 2003,
July 31, 2003, and January 31, 2004, the financial statements
required under Section 6.4.2 of the Existing Credit Agreement, and all
certificates, computations, supplements, management’s discussion and analysis,
and any other information required under subsections (a), (b), (c), (d), (e),
(f), (g) and (h) of Section 6.4.2 of the Existing Credit Agreement, provided
that this waiver is granted on the condition that (i) the financial statements
and the certificate required under Sections 6.4.2(a) and 6.4.2(b) of this
Agreement for the fiscal quarter ending January 31, 2004 are delivered by
no later than May 15, 2004; and (ii) the certificate, computations,
supplements, management’s discussion and analysis, and other information
required under subsections (d), (f), (g) and (h) of Section 6.4.2 of this
Agreement, all for the fiscal quarter ending January 31, 2004, are delivered
by no later than 30 days after the date hereof.


 


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(d)                                 The
Agent and each of the Lenders hereby waive any Default or Event of Default
which may exist under Section 8.1.3 of the Existing Credit Agreement based
solely upon the failure of the Company to furnish (i) within 30 days after
February 29, 2004, the financial statements and certificate required under
Section 6.4.3 of the Existing Credit Agreement, (ii) the certificates
required under Section 6.4.3 of the Existing Credit Agreement within 30
days after November 30, 2003, and within 30 days after December 31,
2003, provided that this waiver is granted on the condition that the
financial statements and certificate for February 2004 and the
certificates for November 2003 and December 2003 are delivered by no
later than May 15, 2004.


 


(e)                                  The
Agent and each of the Lenders hereby waive any Default or Event of Default
which may exist under Section 8.1.2 of the Existing Credit Agreement based
solely upon the failure of the Company promptly to furnish to the Lenders
notice of the entry of a judgment on January 13, 2003 in the amount of
$4,347,014.48 against Fabricated Products, Inc. in the case known as Taracorp
Industries, Inc. v. Fabricated Products, Inc. and Midco Industries, Inc.,
Cause No. 002-00769, Division 19, as required under Section 6.4.5 of the
Existing Credit Agreement, provided that the waiver granted in this
subsection (d) shall automatically and without further action by the
parties hereto be deemed rescinded and terminated upon the earliest to occur of
any of the conditions set forth in Section 1(b)(i) through (iii) of the
Waiver dated as of March 27, 2003 to this Agreement, between the Company
and Renco.


 


(f)                                    The
Agent and each of the Lenders hereby waive any Default or Event of Default
which may exist under Section 8.1.3 of the Existing Credit Agreement based
solely upon the failure of the Company to furnish to the Lenders, within 150
days after October 31, 2002 and October 31, 2003, the certificates
required under Section 6.4.7 of the Existing Credit Agreement, including
all information required under Section 6.4.7, provided that this
waiver with respect to Section 6.4.7 is granted on the condition that such
certificates and all information required under Section 6.4.7 of this
Agreement are delivered by no later than May 15, 2004.


 


(g)                                 The
Agent and each of the Lenders hereby waive any Default or Event of Default
which may exist under Section 8.1.2 of the Existing Credit Agreement based
solely upon the failure of Consolidated Adjusted Financing Debt to Consolidated
EBITDA as of the last day of any fiscal quarter of the Company through the date
hereof to be less than or equal to the amount set forth for such period in
Section 6.5.1 of the Existing Credit Agreement.


 


(h)                                 The
Agent and each of the Lenders hereby waive any Default or Event of Default
which may exist under Section 8.1.2 of the Existing 


 


92

















 


Agreement based solely
upon the failure, on the last day of any fiscal quarter of the Company through
the date hereof, of Consolidated EBITDA for the period of four consecutive
fiscal quarters ending on such date to Consolidated Interest Expense for such
period to be greater than or equal to the amount set forth for such period in
Section 6.5.2 of the Existing Credit Agreement.


 


(i)                                     The
Agent and each of the Lenders hereby waive any Default or Event of Default
which may exist under Section 8.1.2 of the Existing Agreement based solely
upon the failure, on the last day of any fiscal quarter of the Company through
the date hereof, of Consolidated Domestic EBITDA for the period of four
consecutive fiscal quarters ending on such date to be greater than or equal to
the amount set forth for such period in Section 6.5.3 of the Existing
Credit Agreement.


 


(j)                                     The
Agent and each of the Lenders hereby waive any Default or Event of Default
which may exist under Section 8.1.2 of the Existing Agreement based solely
upon the failure, on the last day of any fiscal quarter of the Company through
the date hereof, of Combined Foreign EBITDA for the period of four consecutive
fiscal quarters ending on such date to be greater than or equal to the amount
set forth for such period in Section 6.5.4 of the Existing Credit
Agreement.


 


(k)                                  The
Agent and each of the Lenders hereby waive any Default or Event of Default
which may exist under Section 8.1.2 of the Existing Credit Agreement based
solely upon the failure of Consolidated Domestic Net Working Capital as of the
last day of any fiscal quarter of the Company through the date hereof to be
greater than or equal to the amount set forth for such period in
Section 6.5.5 of the Existing Credit Agreement.


 


15.8.                        Effect of Amendment and Restatement.  Upon the execution and delivery of this
Agreement by the parties hereto, the Existing Credit Agreement shall be
amended, restated and superseded in its entirety by this Agreement.  The parties hereto acknowledge and agree
that the liens and security interests granted under the Guarantee and Security
Agreement, the Pledge Agreement and any other Credit Document (each as defined
in the Existing Credit Agreement) are continuing and in full force and effect
and, upon the amendment and restatement of the Existing Credit Agreement and
the amendment and/or amendment and restatement of the other Credit Documents
(as defined in the Existing Credit Agreement) pursuant to the Credit Documents,
such liens and security interests secure and continue to secure the payment of
the obligations, and that the Notes outstanding under and as defined in the
Existing Credit Agreement are upon the execution and delivery of this Agreement
by the parties hereto and the execution and delivery of the Notes hereunder,
replaced by the Notes issued hereunder. 
Furthermore, upon execution of this Agreement, Renco, in its capacity as
Agent and Lender hereunder, hereby extends the period under which the waivers
it granted under that certain Waiver, dated as of March 27, 2003, between
the Company and Renco (as such Waiver has been 


 


93

















 


amended through and
including the date hereof, the “Waiver”), are effective to include the
period from the date the Waiver was executed through the date hereof.


 


Each of the undersigned
has caused this Agreement to be executed and delivered by its duly authorized
officer as an agreement under seal as of the date first above written.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  THE DOE RUN RESOURCES
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Chaput

  
	
   

  	
   

  	
  Name: David Chaput

  
	
   

  	
   

  	
  Title: CFO, VP Finance
  & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  The Doe Run Resources
  Corporation

  
	
   

  	
  1801 Park 270 Drive

  
	
   

  	
  Suite 300

  
	
   

  	
  St. Louis, MO 63146

  
	
   

  	
  Telecopy: (314)
  453-7178

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AGENT AND LENDER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE RENCO GROUP, INC.,
  as Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Binko

  
	
   

  	
   

  	
  Name: John Binko

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  The Renco Group, Inc.

  
	
   

  	
  30 Rockefeller Plaza

  
	
   

  	
  New York, NY 10112

  
	
   

  	
  Telecopy: (212)
  541-6197

  



 


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