Exhibit
4.5.2


 


Execution
Counterpart


 


 


	
   

  



 


 


THE DOE RUN RESOURCES
CORPORATION


 


 


SECURITY AGREEMENT


 


 


Dated as of October 29,
2002


 


 


State Street Bank and
Trust Company, as Trustee, Collateral Agent


 


 


	
   

  



 


 

















 


TABLE OF CONTENTS


 


	
  1.  Reference to Indenture; Definitions;
  Certain Rules of Construction

  
	
  2.  Security

  
	
   

  	
  2.1.  Pledged Collateral

  
	
   

  	
   

  	
  2.1.1.  Tangible Personal Property

  
	
   

  	
   

  	
  2.1.2.  Rights to Payment of Money

  
	
   

  	
   

  	
  2.1.3. 
  Intangibles

  
	
   

  	
   

  	
  2.1.4. 
  Pledged Stock

  
	
   

  	
   

  	
  2.1.5. 
  Pledged Rights

  
	
   

  	
   

  	
  2.1.6.  Pledged Indebtedness

  
	
   

  	
   

  	
  2.1.7. 
  Chattel Paper, Instruments, etc.

  
	
   

  	
   

  	
  2.1.8. 
  Leases

  
	
   

  	
   

  	
  2.1.9.  Deposit Accounts

  
	
   

  	
   

  	
  2.1.10. 
  Credit Support

  
	
   

  	
   

  	
  2.1.11.  Books and Records

  
	
   

  	
   

  	
  2.1.12. 
  Insurance

  
	
   

  	
   

  	
  2.1.13. 
  Real Property

  
	
   

  	
   

  	
  2.1.14.  Motor Vehicles and Aircraft

  
	
   

  	
   

  	
  2.1.15.  All Other Property

  
	
   

  	
   

  	
  2.1.16.  Collateral Account

  
	
   

  	
   

  	
  2.1.17.  Proceeds and Products

  
	
   

  	
   

  	
  2.1.18.  Excluded Property

  
	
   

  	
  2.2.  Certain Covenants with Respect to Pledged
  Collateral

  
	
   

  	
   

  	
  2.2.1.  Pledged Stock

  
	
   

  	
   

  	
  2.2.2.  Accounts and Pledged Indebtedness

  
	
   

  	
   

  	
  2.2.3.  No Liens or Restrictions on Transfer or
  Change of Control

  
	
   

  	
   

  	
  2.2.4.  Restrictions on Transfer

  
	
   

  	
   

  	
  2.2.5.  Jurisdiction of Organization

  
	
   

  	
   

  	
  2.2.6.  Location of Pledged Collateral

  
	
   

  	
   

  	
  2.2.7. 
  Trade Names

  
	
   

  	
   

  	
  2.2.8. 
  Insurance

  
	
   

  	
   

  	
  2.2.9.  Intellectual Property

  
	
   

  	
   

  	
  2.2.10.  Deposit Accounts

  
	
   

  	
   

  	
  2.2.11.  Commercial Tort Claims

  
	
   

  	
   

  	
  2.2.12.  Modifications to Pledged Collateral

  
	
   

  	
   

  	
  2.2.13.  Delivery of Documents

  
	
   

  	
   

  	
  2.2.14.  Perfection of Pledged Collateral

  
	
   

  	
  2.3.  Administration of Pledged Collateral

  
	
   

  	
   

  	
  2.3.1.  Use of Pledged Collateral

  
	
   

  	
   

  	
  2.3.2. 
  Accounts

  



 


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  2.3.3.  Distributions on Pledged Securities

  
	
   

  	
   

  	
  2.3.4.  Voting Pledged Securities

  
	
   

  	
  2.4.  Right to Realize upon Pledged Collateral

  
	
   

  	
   

  	
  2.4.1.  Obtaining the Pledged Collateral Upon an
  Event of Default

  
	
   

  	
   

  	
  2.4.2. 
  Receiver

  
	
   

  	
   

  	
  2.4.3.  General Authority

  
	
   

  	
   

  	
  2.4.4. 
  Marshaling

  
	
   

  	
   

  	
  2.4.5. 
  Waiver

  
	
   

  	
   

  	
  2.4.6.  Sales of Pledged Collateral

  
	
   

  	
   

  	
  2.4.7.  Sale without Registration

  
	
   

  	
   

  	
  2.4.8.  Exercise of Remedies

  
	
   

  	
   

  	
  2.4.9.  Unsatisfied Obligations

  
	
   

  	
   

  	
  2.4.10.  Application of Proceeds

  
	
   

  	
  2.5.  Custody of Pledged Collateral

  
	
  3.  Future Subsidiaries; Further Assurances

  
	
  4. 
  Duty to Supplement

  
	
  5.  Successors and Assigns

  
	
  6.  Notices

  
	
  7.  Course of Dealing; No Implied Waivers;
  Waivers and Amendments

  
	
  8. 
  General Provisions

  
	
   

  	
   

  	
  8.1. 
  Defeasance

  
	
   

  	
   

  	
  8.2.  Collateral Agent

  
	
   

  	
   

  	
  8.3. 
  Expenses

  
	
   

  	
   

  	
  8.4.  No Strict Construction

  
	
   

  	
   

  	
  8.5.  Certain Acknowledgments

  
	
   

  	
   

  	
  8.6.  Venue; Service of Process. Each of the
  Pledgors and the Collateral Agent:

  
	
   

  	
   

  	
  8.7.  WAIVER OF JURY TRIAL

  
	
   

  	
   

  	
  8.8.  Interpretation; Governing Law; etc

  
	
   

  	
   

  	
  8.9. 
  Indemnity

  



 


EXHIBITS


 


	
   

  	
  Exhibit
  A

  	
  Commercial Tort Claims

  
	
   

  	
  Exhibit
  B

  	
  Intangibles

  
	
   

  	
  Exhibit
  C

  	
  Pledgors

  
	
   

  	
  Exhibit
  D

  	
  Bank and Deposit Accounts

  
	
   

  	
  Exhibit
  E

  	
  Share Transfer Certificate

  
	
   

  	
  Exhibit
  F

  	
  Notice of Charge

  
	
   

  	
  Exhibit
  G

  	
  Irrevocable Proxy

  
	
   

  	
  Exhibit
  H

  	
  Peruvian Pledge Agreement

  



 


ii

















 


THE DOE RUN RESOURCES
CORPORATION


 


SECURITY AGREEMENT


 


 


This Agreement, dated as of October 29, 2002, is among
The Doe Run Resources Corporation, a New York corporation (the “Company”),
the Subsidiaries of the Company from time to time party hereto and State Street
Bank and Trust Company, as trustee and collateral agent (in such capacity, and
together with any successors in such capacity, the “Collateral Agent”)
under the Indenture (as defined below). 
The parties agree as follows:


 


1.  Reference to Indenture; Definitions; Certain Rules
of Construction.  Reference is made
to the Indenture dated as of the date hereof, as amended and in effect from
time to time (the “Indenture”), among the Company, as issuer, Fabricated
Products, Inc., as guarantor, Doe Run Cayman Ltd., as guarantor, The Buick Resource
Recycling Facility LLC, as guarantor, Doe Run Land Holdings, LLC, as guarantor,
Doe Run Peru S.R.L., as guarantor, Doe Run Development S.A.C., as guarantor,
and such other subsidiaries of the Company from time to time party thereto, and
the Collateral Agent, as trustee, pursuant to which the Company has issued 11
3⁄4% Notes due 2008 (collectively the “Notes”) in the aggregate principal
amount of $175,832,200.  Capitalized
terms defined in the Indenture and not otherwise defined herein are used herein
with the meanings so defined.  Certain
other capitalized terms are used in this Agreement as specifically defined
below in this Section 1.  Except as
the context otherwise explicitly requires, (a) the capitalized term
“Section” refers to sections of this Agreement, (b) references to a
particular Section shall include all subsections thereof, (c) the word
“including” shall be construed as “including without limitation”, (d) terms
defined in the UCC and not otherwise defined herein have the meaning provided
under the UCC, (e) 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, (f) references to a
particular Person include such Person’s successors and assigns to the extent
not prohibited by this Agreement and the other Note Documents and
(g) references to “the date hereof” mean the date first set forth above.


 


“Accounts” is defined in Section 2.1.2.


 


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


 


“Bankruptcy Default” means an Event of Default
referred to in section 6.01(8) or section 6.01(9) of the Indenture.


 


“Collateral Agent” is defined in the preamble
to this Agreement.


 


“Company” is defined in the preamble to this
Agreement.


 

















 


“Exchange Offer” means the offer by the Company
to the holders of Existing Securities to issue the Notes in exchange for
Existing Securities in accordance with the terms of the Exchange Offer
Documents.


 


“Exchange Offer Documents” means:


 


(a)                                  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
2005, Series B, dated September 20, 2002, as amended and in effect from time to
time, issued by the Company to the holders of Existing Securities in connection
with the commencement of the Exchange Offer.


 


(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 Senior Secured Bonds” means the 11 1⁄4%
Senior Secured Notes due 2005, Series B issued by the Company pursuant to 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
Collateral Agent, as trustee.


 


“Financing Debt” means each of the items
described in clauses (i) – (v) of the definition of the term “Indebtedness” in
the Indenture and, without duplication, any Guarantees of such items.


 


“Guarantees” means, as applied to any
obligation, (a) a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner, of any part or all of such obligation and (b) an
agreement, direct or indirect, contingent or otherwise, the practical effect of
which is to assure in any way the payment or performance (or payment of damages
in the event of non-performance) of all or any part of such obligation,
including, without limiting the foregoing, the payment of amounts drawn down by
letters of credit.


 


“Indenture” is defined in Section 1.


 


“Intangibles” means:


 


(a)                                  the
amounts (as of the dates indicated in Exhibit B, as from time to time
hereafter supplemented in accordance with Section 4) of all Financing Debt


 


2

















 


owing to the Company and its Subsidiaries and all
agreements, Liens and Guarantees which relate to such Financing Debt;


 


(b)                                 the
amounts (as of the dates indicated in Exhibit B, as from time to time
hereafter supplemented in accordance with Section 4) 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;


 


(c)                                  material
license agreements with respect to the products of the Company and its
Subsidiaries, including the parties thereto and the expiration dates thereof;
and


 


(d)                                 the
Intellectual Property.


 


“Intellectual Property” is defined in Section
2.2.9.


 


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


 


“Note” is defined in Section 1.


 


“Note Documents” means the Indenture and the
Collateral Documents.


 


“Obligor” means the Guarantors, the Pledgors
and each other Person guaranteeing or providing collateral for the Secured
Obligations.


 


“Person” means any individual, corporation,
partnership, joint venture, trust, estate, unincorporated organization or
government or any agency or political subdivision thereof of any similar
entities.


 


“Pledged Collateral” is defined in Section 2.1.


 


“Pledged Indebtedness” is defined in Section
2.1.6.


 


“Pledged Rights” is defined in
Section 2.1.5.


 


“Pledged Securities” means the Pledged Stock,
the Pledged Rights and the Pledged Indebtedness, collectively.


 


“Pledged Stock” is defined in
Section 2.1.4.


 


“Pledgor” means each of the Company and the
Subsidiaries of the Company from time to time party hereto, which Subsidiaries
shall not include Doe Run Peru and its Subsidiaries.


 


3

















 


“Secured Obligations” means (i) all Obligations
of the Pledgors now existing or hereafter arising under or in respect of the
Indenture and the Notes (including, without limitation, any Pledgor’s
obligations to pay principal of, premium (if any), and interest on the Notes),
(ii) all obligations of any Pledgor now existing or hereafter arising under or
in respect of this Agreement and other Collateral Documents and (iii) all
interest, charges, fees, costs, expenses, reimbursements, premiums, indemnities
or other payments of any kind or nature which are owed in respect of amounts or
instruments referred to in any of clauses (i) and (ii) above (all whether
accruing before or after a Bankruptcy Default and regardless of whether allowed
as a claim in bankruptcy or similar proceedings, and including, without
limitation, the payment of interest and other amounts which would accrue and
become due but for the filing of a petition in bankruptcy or the operation of
the automatic stay under section 362(a) of the Bankruptcy Code, 11 U.S.C.
section 362(a)).


 


“Senior Debt” means all amounts due under the
Senior Credit Facility.


 


“UCC” means the Uniform Commercial Code as in
effect in Massachusetts on the date hereof; provided, however,
that with respect to the perfection of the Collateral Agent’s Lien on the
Pledged Collateral and the effect of nonperfection thereof, the term “UCC”
means the Uniform Commercial Code as in effect in any jurisdiction the laws of
which are made applicable by section 9-301 of the Uniform Commercial Code as in
effect in Massachusetts.


 


2.  Security.


 


2.1.  Pledged
Collateral.  As security for the
payment and performance of the Secured Obligations, each Pledgor hereby
mortgages, pledges and collaterally grants, transfers and assigns to the Collateral
Agent for the benefit of the Holders, and, subject only to the Senior Lien,
creates a security interest in favor of the Collateral Agent for the benefit of
the Holders in, all of such Pledgor’s right, title and interest in and to (but
none of its obligations or liabilities with respect to) the items and types of
present and future property described in Sections 2.1.1 through 2.1.17
(subject, however, to Section 2.1.18), whether now owned or hereafter acquired,
all of which shall be included in the term “Pledged Collateral”:


 


2.1.1.  Tangible
Personal Property.  All goods,
machinery, equipment, inventory and all other tangible personal property of any
nature whatsoever, wherever located, including raw materials, work in process,
finished parts and products, supplies, spare parts, replacement parts,
merchandise for resale, computers, tapes, disks and computer equipment.


 


2.1.2.  Rights to
Payment of Money.  All rights to
receive the payment of money, including accounts and receivables, health care
insurance receivables, rights to receive the payment of money under contracts, franchises, licenses, permits, subscriptions or
other agreements (whether or not earned by performance), and rights to receive
payments
from


 


4

















 


any other
source.  All such rights, other than
Financing Debt, are referred to as “Accounts”.


 


2.1.3.  Intangibles.  All of the following (to the extent not
included in Section 2.1.2):  (a)
contracts, franchises, licenses, permits, subscriptions and other agreements
and all rights thereunder; (b) rights granted by others which permit such
Pledgor to sell or market items of personal property; (c) United States and
foreign common law and statutory copyrights and rights in literary property and
rights and licenses thereunder; (d) trade names, United States and foreign
trademarks, service marks, internet domain names, registrations of any of the
foregoing and related good will; (e) United States and foreign patents and
patent applications; (f) computer software, designs, models, know-how, trade
secrets, rights in proprietary information, formulas, customer lists, backlog,
orders, subscriptions, royalties, catalogues, sales material, documents, good
will, inventions and processes; (g) judgments, causes in action, commercial
tort claims set forth on Exhibit A to this Agreement (which shall
contain the information described in Section 2.2.11 of this Agreement) and the
supplements thereto provided pursuant to Section 4 of the this Agreement or
otherwise and other claims, whether or not inchoate; and (h) all other general
intangibles, payment intangibles and intangible property and all rights
thereunder, including such items set forth from time to time on Exhibit B
to this Agreement (which exhibit shall set forth all Intangibles), or any
supplements thereto provided pursuant to Section 4 or otherwise.


 


2.1.4.  Pledged Stock.  (a) All shares of capital stock or other
evidence of beneficial interest in any corporation, business trust or limited
liability company, (b) all limited partnership interests in any limited
partnership, (c) all general partnership interests in any general or limited
partnership, (d) all joint venture interests in any joint venture and (e) all
options, warrants and similar rights to acquire such capital stock or such
interests.  All such capital stock,
interests, options, warrants and other rights are collectively referred to as
the “Pledged Stock”.


 


2.1.5.  Pledged Rights.  All rights to receive profits or surplus of,
or other distributions (including income, return of capital and liquidating
distributions) from, any partnership, joint venture or limited liability
company, including any distributions by any such Person to partners, joint
venturers or members.  All such rights
are collectively referred to as the “Pledged Rights”.


 


2.1.6.  Pledged
Indebtedness.  All Financing
Debt from time to time owing to such Pledgor from any Person.  All such Financing Debt is referred to as
the “Pledged Indebtedness”.


 


2.1.7.  Chattel Paper,
Instruments, etc.  All chattel paper
(whether tangible or electronic), non-negotiable instruments, negotiable
instruments, documents, securities and investment property.


 


5

















 


2.1.8.  Leases.  All leases of personal property, whether
such Pledgor is the lessor or the lessee thereunder.


 


2.1.9.  Deposit Accounts.  All general or special deposit accounts,
including any demand, time, savings, passbook or similar account maintained by
such Pledgor with any bank, trust company, savings and
loan association, credit union or similar organization, and all money, cash and
cash equivalents of such Pledgor, whether or not deposited in any such deposit
account.


 


2.1.10.  Credit Support.  All collateral granted by third parties to,
or held by, such Pledgor, and all letter of credit rights (whether or not the
letter of credit is evidenced in writing) and other supporting obligations of
such Pledgor.


 


2.1.11.  Books and Records.  All books and records, including books of
account and ledgers of every kind and nature, all electronically recorded data
(including all computer programs, disks, tapes, electronic data processing
media and software used in connection with maintaining such Pledgor’s books and
records), all files, correspondence and all containers for the foregoing.


 


2.1.12.  Insurance.  All insurance policies which insure against
any loss or damage to any other Pledged Collateral or which are otherwise owned
by such Pledgor.


 


2.1.13.  Real Property.  All real property and immovable property and
fixtures, leasehold interests and easements wherever located, together with all
estates and interests of such Pledgor therein, including lands, buildings,
stores, manufacturing facilities and other structures erected on such property,
fixed plant, fixed equipment and all permits, rights, licenses, benefits and
other interests of any kind or nature whatsoever in respect of such real and
immovable property.


 


2.1.14.  Motor Vehicles and Aircraft.  All motor vehicles and aircraft.


 


2.1.15.  All Other Property.  All other property, assets and items of
value of every kind and nature, tangible or intangible, absolute or contingent,
legal or equitable.


 


2.1.16.  Collateral Account.  All funds from time to time on deposit in
the Collateral Account; all investments of such funds and all certificates and
instruments from time to time representing or evidencing such investments; all
notes, certificates of deposit, checks and other instruments from time to time
hereafter delivered to or otherwise possessed by Collateral Agent for or on
behalf of any Pledgor in substitution for or in addition to any or all of the
Pledged Collateral described above; and all interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the items
described above.


 


6

















 


2.1.17.  Proceeds
and Products.  All
proceeds, including insurance proceeds, and products of the items of Pledged Collateral
described or referred to in Sections 2.1.1 through 2.1.16 and, to the extent
not included in the foregoing, all distributions with respect to the Pledged
Securities.


 


2.1.18.  Excluded Property.  Notwithstanding Sections 2.1.1 through
2.1.17, the payment and performance of the Secured Obligations shall not be
secured by:


 


(a)  any contract, lease, license, permit or
franchise that validly prohibits the creation by such Pledgor of a security
interest in such contract, lease, license, permit or franchise (or in any
rights or property obtained by such Pledgor under such contract, lease,
license, permit or franchise); provided, however, that the
provisions of this Section 2.1.18 shall not prohibit the security interests
created by this Agreement from extending to the proceeds of such contract,
lease, license, permit or franchise (or such rights or property) or to the
monetary value of the good will and other general intangibles of the Pledgors
relating thereto;


 


(b)  any rights or property to the extent that
any valid and enforceable law or regulation applicable to such rights or
property prohibits the creation of a security interest therein; provided,
however, that the provisions of this Section 2.1.18 shall not prohibit
the security interests created by this Agreement from extending to the proceeds
of such rights or property or to the monetary value of the good will and other
general intangibles of the Pledgors relating thereto;


 


(c)  (i) any rights or property to the extent
that such rights or property secure 
purchase money financing therefor (including Capital Leases) permitted
by the Indenture and the agreements providing such purchase money financing
prohibit the creation of a further security interest therein or (ii) items of
personal property hereafter acquired by the Pledgors in accordance with section
4.12 of the Indenture for so long as such items of personal property are
subject to any Capitalized Lease Obligation, Lien or security interest; provided,
however, that upon release of any purchase money security interest
affecting such right or property or any Capitalized Lease Obligation, Lien or
security interest affecting any such item of personal property, such right,
property, or item of personal property shall constitute Pledged Collateral hereunder;
provided  further, however, that the provisions of this
Section 2.1.18 shall not prohibit the security interests created by this
Agreement from extending to the proceeds of such rights or property or items of
personal property or to the monetary value of the good will and other general
intangibles of the Pledgors relating thereto;


 


(d)  more than 65% of the outstanding voting
stock or other voting equity in any 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


 


7

















 


any state thereof to the extent that the pledge of
voting stock or other voting equity above such amount would result in (i) a
repatriation of a material amount of foreign earnings under the Internal
Revenue Code (including the “deemed dividend” provisions of section 956 of the Internal Revenue Code) or (ii) a violation
by Doe Run Peru or any of its Subsidiaries of the Peruvian Revolving Credit Facility or any replacement thereof;


 


(e)  any rights or property to the extent that
such rights or property secure, as of the date hereof, the payment and
performance of the Indebtedness of the Company and its Subsidiaries in respect
of the Existing Senior Secured Bonds outstanding on the date hereof immediately
after giving effect to the consummation of the Tender Offer and the Exchange
Offer; provided, however, that the provisions of this
Section 2.1.18 shall not prohibit the security interests created by this
Agreement from extending to such rights or property after all such Existing
Senior Secured Bonds have been (i) purchased, redeemed or defeased by the
Company or any of its Affiliates or (ii) otherwise paid in full and discharged;


 


(f)  “Collateral” as defined in the U.S.
Revolving Credit Facility as in effect on the Issue Date and whether or not
such U.S. Revolving Credit Facility remains in effect; or


 


(g)  Margin Stock unless the applicable
requirements of Regulations T, U and X of the Board of Governors of the Federal
Reserve System have been satisfied.


 


In addition:  subject to the Senior Lien and the
Intercreditor Agreement, certain Pledged Collateral may be released from the
Lien of the Pledged Collateral in accordance with, and subject to, the terms of
sections 10.03, 10.04 and 10.05 of the Indenture.


 


2.2.  Certain Covenants with Respect to Pledged
Collateral.  Subject to the Senior Lien and the
Intercreditor Agreement, each Pledgor covenants that:


 


2.2.1.  Pledged Stock.


 


(a)  All shares of capital stock, limited
partnership interests, membership interests and similar securities included in
the Pledged Stock shall be at all  times
duly authorized, validly issued, fully paid and (in the case of capital stock
and limited partnership interests) nonassessable.  Each Pledgor will deliver or will cause the collateral agent for
the holders of the Senior Debt to deliver, to the Collateral Agent certificates
representing any Pledged Stock held by such Pledgor immediately upon the
release of the Senior Lien on such Pledged Stock, accompanied by a stock
transfer power executed in blank and, if the Collateral Agent so requests, with
the signature guaranteed.  Any Pledged
Stock that is not evidenced by a certificate held by such Pledgor will be
described in appropriate control statements and UCC financing statements
provided to the Collateral Agent and sufficient to grant a perfected first
priority security interest in such Pledged Stock under the UCC as then in
effect.  Upon the occurrence and during
the continuance of an Event


 


8

















 


of Default, the Collateral Agent may transfer into its
name or the name of its nominee any Pledged Stock, provided that such Pledged
Stock is not subject to the Senior Lien at such time.  In the event the Pledged Stock includes any Margin Stock, such
Pledgor will furnish to the Holders Federal Reserve Form U-1 and take such
other action as the Collateral Agent may reasonably request to ensure
compliance with applicable laws.


 


(b)  To the extent that any Pledged Stock pledged
by any Pledgor consists of capital stock or similar securities of Doe Run
Cayman, such Pledgor shall, immediately upon the release of the Senior Lien on
such Pledged Stock and from time to time (following such release) at the
request of the Collateral Agent, deposit with the  Collateral Agent:  (i) a
transfer in substantially the form of Exhibit E in respect of such
Pledged Stock, which transfer shall be undated and executed in blank by such
Pledgor; (ii) a notice of charge in substantially form of Exhibit F in
respect of such Pledged Stock, which notice of charge shall be addressed to Doe
Run Cayman and executed by such Pledgor; (iii) a shareholder proxy in
substantially the form of Exhibit G in respect of such Pledged Stock,
which shareholder proxy shall be undated, issued in favor of the Collateral
Agent and executed by such Pledgor; and (iv) the respective resignations of the
directors of Doe Run Cayman, each of which resignations shall be undated and
executed by the applicable director.


 


(c)  To the extent that any Pledged Stock pledged
by any Pledgor consists of participations or similar securities of Doe Run
Peru, such Pledgor and Doe Run Peru shall execute any public or private
document, and take any other action, necessary to create and perfect the pledge
of such Pledged Stock hereunder in accordance with applicable Peruvian law,
including the execution of a pledge agreement and public deed in substantially
the form of Exhibit H and the due registration of such pledge in the
relevant Peruvian public registry promptly after the execution of such public
deed.


 


(d)  Except with the prior written consent of the
Collateral Agent, no Pledgor shall (i) sell or transfer, or otherwise
dispose of (or attempt or agree to sell or transfer, or otherwise dispose of),
any Pledged Stock or any interest therein or (ii) permit any Person (other
than the Collateral Agent, any of its nominees or any Person acquiring such
Pledged Stock pursuant to this Agreement) to be registered as, or become, the
holder of such Pledged Stock.


 


(e)  Each Pledgor shall promptly forward to the
Collateral Agent copies of all material notices, reports, accounts and other
documents relating to any Pledged Stock that such Pledgor may receive from time
to time (including all notices of meetings of shareholders) in its capacity as
a holder of such Pledged Stock.


 


(f)  No Pledgor shall enter into, or suffer to
exist, any agreement or arrangement that prohibits, restricts or conditions the
creation of a Lien over the Pledged Stock in favor of the Collateral Agent.


 


9

















 


(g)  Forthwith upon request by the Collateral
Agent from time to time, each Pledgor shall obtain and/or give all approvals
and/or consents required under applicable law and the organizational documents
of such Pledgor in order to permit the acquisition of any Pledged Stock by the
Collateral Agent, any of its nominees or any other Person pursuant to this
Agreement.


 


2.2.2.  Accounts and Pledged Indebtedness.  Each Pledgor will, immediately upon release
of the Senior Lien thereon, or, if received after the release of the Senior
Lien, immediately upon receipt thereof, deliver to the Collateral Agent any
promissory note or similar instrument representing any Account or Pledged
Indebtedness, after having endorsed such promissory note or instrument in blank.


 


2.2.3.  No Liens or Restrictions on Transfer or
Change of Control.  All Pledged Collateral shall be free and
clear of any Liens and restrictions on the transfer thereof, including
contractual provisions which prohibit the assignment of rights under contracts,
except for Liens permitted by section 4.14 of the Indenture, including, without
limitation, the Senior Lien, or by this Section 2.2.3.  Without limiting the generality of the
foregoing, each Pledgor will in good faith attempt to exclude from agreements,
instruments, deeds or leases to which it becomes a party after the date hereof
provisions that would prevent such Pledgor from creating a security interest in
such agreement, instrument, deed or lease or any rights or property acquired
thereunder as contemplated hereby.  None
of the Pledged Stock shall be subject to any option to purchase or similar
rights of any Person, other than any such rights provided by the Senior
Lien.  Except with the written consent
of the Collateral Agent, which consent will not be unreasonably withheld, each
Pledgor will in good faith attempt to exclude from any agreement, instrument,
deed or lease any provisions that would restrict the change of control or
ownership of DRA or any of its Subsidiaries, or the creation of a security
interest in the ownership of DRA or any of its Subsidiaries.


 


2.2.4.  Restrictions on Transfer.  Except in accordance with the Indenture, no
Pledgor shall sell, convey, assign or otherwise dispose of, or grant any option
with respect to, any of the Pledged Collateral, other than the Senior Lien and
the Lien and security interest granted to the Collateral Agent under this
Agreement.  Subject to the Senior Lien
and the Intercreditor Agreement, in the event that any Asset Sale made by a
Pledgor in accordance with section 4.16 of the Indenture involves the sale of
an asset which constitutes Pledged Collateral, such Pledgor shall deliver all
Net Cash Proceeds received in respect of such item of Pledged Collateral to the
Collateral Agent to be held by the Collateral Agent as Trust Moneys pursuant to
the Indenture until such time as such Net Cash Proceeds are applied to an Asset
Sale Offer or invested in a Related Business Investment in accordance with
Article 11 of the Indenture.


 


2.2.5.  Jurisdiction
of Organization. 
Each Pledgor shall at all times maintain its jurisdiction of
organization as set forth in Exhibit C to this Agreement, which exhibit
shall


 


10

















 


set forth the jurisdiction of organization of each
Pledgor, as in effect on the date hereof or, so long as such Pledgor shall have
taken all steps reasonably necessary to perfect the Holders security interest
in the Pledged Collateral with respect to such new jurisdiction, in such other
jurisdiction as such Pledgor may specify by notice actually received by the
Collateral Agent not less than 10 Business Days prior to such change of
jurisdiction of organization.


 


2.2.6.  Location of Pledged Collateral.  Each Pledgor shall at all times keep its
records concerning the Accounts at its chief executive office and principal
place of business, which office and place of business shall be as set forth in Exhibit
C to this Agreement, which exhibit shall set forth
the chief executive office and principal place of business (as from time to
time supplemented in accordance with Section 4) or, so long as such Pledgor
shall have taken all steps reasonably necessary to perfect the Holders security
interest in the Pledged Collateral with respect to such new address, at such
other address as such Pledgor may specify by notice actually received by the
Collateral Agent not less than 10 Business Days prior to such change of
address.  No Pledgor shall at any time
keep tangible personal property of the type referred to in Section 2.1.1 in any
jurisdiction other than the jurisdictions specified in such Exhibit C
(as so supplemented) or, so long as such Pledgor shall have taken all steps
reasonably necessary to perfect the Holders security interest in the Pledged
Collateral with respect to such other jurisdiction, other jurisdictions as such
Pledgor may specify by notice actually received by the Collateral Agent not
less than 10 days prior to moving such tangible personal property into such
other jurisdiction.


 


2.2.7.  Trade Names.  No Pledgor will adopt or do business under
any name other than its name or names designated in Exhibit C to the
this Agreement, which shall set forth each trade name under which each Pledgor
conducts its business, (as from time to time supplemented in accordance with
Section 4) or any other name specified by notice actually received by the
Collateral Agent not less than 10 Business Days prior to the conduct of
business under such additional name.


 


2.2.8.  Insurance.  Each insurance policy included in, or
insuring against loss or damage to, the Pledged Collateral, or insuring against
liabilities of the Company and its Subsidiaries, shall name the Collateral
Agent as additional insured party or as loss payee, as the case may be.  No such insurance policy shall be cancelable
or subject to termination or reduction in amount or scope of coverage until
after at least 30 days’ prior written notice from the insurer to the Collateral
Agent.  At least 10 days prior to the
expiration of any such insurance policy for any reason, the Pledgors shall
furnish the Collateral Agent with evidence of a renewal or replacement policy
and payment of the premiums therefor to the extent due.  Each Pledgor grants to the Collateral Agent
full power and authority as its attorney-in-fact, effective upon notice to such
Pledgor after the occurrence and during the continuance of an Event of Default,
to obtain, cancel, transfer, adjust and settle any such insurance policy and to
endorse any drafts thereon.  Subject to
the Senior Lien and the


 


11

















 


Intercreditor Agreement, each Pledgor acknowledges
that any proceeds of insurance in respect of the Pledged Collateral are hereby
assigned to the Collateral Agent. 
Subject to the Senior Lien and the Intercreditor Agreement, in case of
any loss or damage to any of the Pledged Collateral, all proceeds of insurance
maintained by the Pledgors shall be paid to the Collateral Agent as Trust
Moneys pursuant to Article 11 of the Indenture and shall be subject to
retention and disbursement by the Collateral Agent in accordance with the terms
of the Indenture; provided, however, any amounts that the Collateral Agent
receives under any such policy (including return of unearned premiums) when no
Event of Default has occurred and is continuing shall be delivered to the Pledgors
for (a) the replacement, restoration and maintenance of the Pledged Collateral
in the case of property insurance, (b) reimbursing insured liabilities in the
case of liability insurance or (c) other corporate purposes permitted under the
Indenture.  Any such amounts that the
Collateral Agent receives after the occurrence and during the continuance of an
Event of Default shall, at the Collateral Agent’s option, be applied to payment
of the Obligations or to the replacement, restoration and maintenance of the
Pledged Collateral in the case of property insurance or to the reimbursement of
insured liabilities in the case of liability insurance.  If any Pledgor fails to provide insurance as
required by this Agreement, the Collateral Agent may, at its option, purchase
such insurance, and such Pledgor will on demand pay to the Collateral Agent the
amount of any payments made by the Holders or the Collateral Agent for such
purpose, together with interest on the amounts so disbursed from five Business Days after the date demanded until payment
in full thereof at the highest rate then in effect under the Indenture.


 


2.2.9.  Intellectual Property.  Exhibit B to this Agreement (as
supplemented from time to time in accordance with Section 4) shall set forth
the following items (collectively, the “Intellectual Property”):


 


(a)  all copyrights owned by the Pledgors 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;


 


(b)  all trademarks, service marks, owned by the
Pledgors that are registered with the United States Patent and Trademark Office
(or any office maintaining registration of such items in any state of the
United States of America or any foreign jurisdiction) and all applications for
such registration;


 


(c)  all United States and foreign patents and
patent applications owned by the Pledgors; and


 


(d)  all internet domain names owned by the
Pledgors and the registry with which each such domain name is registered.


 


The Pledgors shall duly authorize, execute and deliver
to the Collateral Agent separate memoranda of security interests provided with
respect to the foregoing Intellectual


 


12

















 


Property for filing in the offices described
above.  Upon the registration of any
additional Intellectual Property (or the filing of applications therefor) in
the offices described above or filing of any additional patent application or
issuance of any additional patent to the Pledgors, the Pledgors shall (at least
quarterly, as contemplated by Section 4) notify the Collateral Agent and duly
authorize, execute and deliver to the Collateral Agent separate memoranda of
security interests covering such additional Intellectual Property for filing in
such offices.


 


2.2.10.  Deposit Accounts.  Exhibit D to this Agreement (as from
time to time supplemented in accordance with Section 4) shall set forth all
bank and deposit accounts held by the Pledgors.  Each Pledgor shall keep all its bank and deposit accounts only
with the financial institutions listed on Exhibit D to this Agreement
(as from time to time supplemented in accordance with Section 4).  Upon the request of the Collateral Agent,
each Pledgor shall use reasonable efforts to cause such financial institutions
to enter into account control agreements with the Collateral Agent.


 


2.2.11.  Commercial
Tort Claims.  Exhibit
A to this Agreement (as supplemented from time to time in accordance with
Section 4) shall set forth all commercial tort claims held by the Pledgors and
a description, in reasonable detail, of each such commercial tort claim.


 


2.2.12.  Modifications to Pledged Collateral.  Except with the prior written consent of the
Collateral Agent, which consent will not be unreasonably withheld, no Pledgor
shall amend or modify, or waive any of its rights under or with respect to, any
material Accounts, general intangibles, Pledged Securities or leases if the
effect of such amendment, modification or waiver would be to reduce the amount
of any such items or to extend the time of payment thereof, to waive any
default by any other party thereto, or to waive or impair any remedies of the
Pledgors or the Holders under or with respect to any such Accounts, general
intangibles, Pledged Securities or leases, in each case other than consistent
with past practice in the ordinary course of business and on an arm’s-length
basis.  Each Pledgor will promptly give
the Collateral Agent written notice of any request by any  Person for any material credit or adjustment
with respect to any Accounts, general intangibles, Pledged Securities or
leases.


 


2.2.13.  Delivery of Documents.  Upon the Collateral Agent’s reasonable
request, each Pledgor shall deliver to the Collateral Agent, promptly upon such
Pledgor’s receipt thereof, copies of any agreements, instruments, documents or
invoices comprising or relating to the Pledged Collateral.  Pending such request, such Pledgor shall
keep such items at its chief executive office and principal place of business
(as specified pursuant to Section 2.2.6).


 


13

















 


2.2.14.  Perfection of Pledged Collateral.


 


(a)  This Agreement creates and shall create in
favor of the Collateral Agent, for the benefit of the Holders, a legal, valid
and enforceable second priority security interest in the Pledged Collateral
described herein, subject only to Liens permitted by section 4.14 of the
Indenture, including, without limitation, the Senior Lien; provided, however,
that such second priority security interest shall automatically become a legal,
valid and enforceable first priority security interest with respect to any
Pledged Collateral upon the release of such Pledged Collateral from the Senior
Lien, subject only to Liens permitted by section 4.14 of the Indenture, and
shall automatically become a legal, valid and enforceable first priority
security interest with respect to all Pledged Collateral, subject only to Liens
permitted by section 4.14 of the Indenture, upon the later of the payment in
full (including, in each case, the termination of any obligations of any
lenders to extend any credit to the Company in connection therewith) of (i) the
Senior Debt or (ii) the Refinancing Debt.


 


(b)  Subject to the Intercreditor Agreement, the
Collateral Agent may at any time and from time to time execute and file UCC
financing statements, continuation statements and amendments thereto that
describe the Pledged Collateral and contain any information required by the UCC
or the applicable filing office with respect to any such UCC financing
statement, continuation statement or amendment thereof.


 


(c)  Subject to the Intercreditor Agreement, upon
the Collateral Agent’s reasonable request from time to time, the Pledgors will execute
and deliver, and file and record in the proper filing and recording places, all
such instruments, including UCC financing statements, collateral assignments of
copyrights, trademarks and patents, mortgages or deeds of trust, notations on
certificates of title and written confirmation of the grant of a security
interest in commercial tort claims, and will take all such other action, as the
Collateral Agent deems reasonably necessary for perfecting or otherwise
confirming to the Collateral Agent the Pledged Collateral or to carry out any
other purpose of this Agreement or any other Note Document.


 


(d)  Subject to the Intercreditor Agreement, the
Pledgors shall use reasonable efforts to obtain (i) a written acknowledgment
from any bailee having possession of any Pledged Collateral that such bailee
holds such Pledged Collateral for the benefit of the Collateral Agent and (ii)
control of any investment property, deposit accounts, letter of credit rights
or electronic chattel paper.


 


2.3.  Administration of Pledged Collateral.  Subject to the Intercreditor Agreement, the
Pledged Collateral shall be administered as follows, and if an Event of Default
shall have occurred and be continuing, Section 2.4 shall also apply.


 


2.3.1.  Use of Pledged Collateral.  Subject to the terms of Indenture, including
without limitation, sections 4.16 and 10.12 thereof, until the Collateral Agent
provides written notice to the contrary, and so long as no Default or Event of
Default shall have


 


14

















 


occurred or be continuing, each Pledgor may use,
commingle and dispose of any part of the Pledged Collateral (other than Trust
Moneys) in the ordinary course of its business.


 


2.3.2.  Accounts.  To the extent specified by prior written notice
from the Collateral Agent after the occurrence and during the continuance of an
Event of Default, all sums collected or received and all property recovered or
possessed by any Pledgor in connection with any Pledged Collateral shall be
received and held by such Pledgor in trust for and on the Holders behalf, shall
be segregated from the assets and funds of such Pledgor, and shall be delivered
to the Collateral Agent for the benefit of the Holders.  Without limiting the foregoing, upon the
Collateral Agent’s request after the occurrence and during the continuance of
an Event of Default, each Pledgor shall institute depository collateral
accounts, lock-box receipts and similar credit procedures providing for the
direct receipt of payment on Accounts at a separate address, the segregation of
such proceeds for direct payment to the Collateral Agent and appropriate
notices to Account debtors.  Upon the
Collateral Agent’s request after the occurrence and during the continuance of
an Event of Default, each Pledgor will cause its accounting books and records
to be marked with such legends and segregated in such manner as the Collateral
Agent may specify.


 


2.3.3.  Distributions on Pledged Securities.


 


(a)  Until an Event of Default shall occur and be
continuing, the respective Pledgors shall be entitled, to the extent permitted
by the Note Documents, to receive and retain all distributions on or with
respect to the Pledged Securities (other than distributions constituting
additional Pledged Securities, liquidating distributions or Trust Moneys).  All distributions constituting additional
Pledged Securities or liquidating distributions, and not constituting Trust
Moneys, will be retained by the Collateral Agent (or if received by any Pledgor
shall be held by such Pledgor in trust and shall be immediately delivered by
such Pledgor to the Collateral Agent in the original form received, endorsed in
blank) and held by the Collateral Agent as part of the Pledged Collateral.  All distributions constituting Trust Moneys
will be retained by the Collateral Agent pursuant to Article 11 of the
Indenture (or if received by any Pledgor shall be held by such Pledgor in trust
and shall be immediately delivered by such Pledgor to the Collateral Agent in
the original form received, endorsed in blank) and shall be subject to
retention and disbursement by the Collateral Agent in accordance with the terms
of the Indenture.


 


(b)  If an Event of Default shall have occurred
and be continuing, all distributions on or with respect to the Pledged Securities
shall be retained by the Collateral Agent (or if received by any Pledgor shall
be held by such Pledgor in trust and shall be immediately delivered by such
Pledgor to the Collateral Agent) to be held by the Collateral Agent as part of
the Pledged Collateral or applied promptly by the Collateral Agent in
accordance with the terms of the Indenture.


 


15

















 


2.3.4.  Voting
Pledged Securities.


 


(a)  Until an Event of Default shall occur and be
continuing and the Collateral Agent shall have delivered a notice contemplated
by Section 2.3.4(b), the respective Pledgors shall be entitled to vote or
consent with respect to the Pledged Securities in any manner not inconsistent
with the terms of any Note Document, and the Collateral Agent will, if so
requested, execute appropriate revocable proxies therefor.


 


(b)  If an Event of Default shall have occurred
and be continuing, then, if and to the extent that the Collateral Agent shall
so notify in writing the Pledgor pledging the Pledged Securities in question,
subject to the Senior Lien, only the Collateral Agent shall be entitled to vote
or consent or take any other action with respect to such Pledged Securities
(and such Pledgor will, if so requested, execute appropriate proxies therefor).


 


2.4.  Right to Realize upon Pledged Collateral.  Except to the extent prohibited by
applicable law that cannot be waived, and subject to the Intercreditor
Agreement, this Section 2.4 shall govern the rights of the Holders and the Collateral
Agent to realize upon the Pledged Collateral if any Event of Default shall have
occurred and be continuing. Subject to the Intercreditor Agreement, the
provisions of this Section 2.4 are in addition to any rights and remedies
available at law or in equity and in addition to the provisions of any other
Note Document.  In the case of a
conflict between this Section 2.4 and any other Note Document, other than the
Intercreditor Agreement, or any other provision of this Agreement this Section
2.4 shall govern.


 


2.4.1.  Obtaining
the Pledged Collateral Upon an Event of Default.  If
an Event of Default shall have occurred and be continuing, then and in every
such case, Collateral Agent shall, in accordance with the terms of and at the
times specified in the Indenture, but subject to the Senior Lien and the
Intercreditor Agreement:


 


(a)  Personally, or by agents or attorneys, take
possession of the Pledged Collateral or any part thereof, from the Pledgors, or
any other Person who then has possession of any part thereof with or without
notice or process of law, and for that purpose may enter upon any Pledgor’s
premises where any of the Pledged Collateral is located and remove such Pledged
Collateral and use in connection with such removal any and all services,
supplies, aids and other facilities of such Pledgor.


 


(b)  Sell, assign or otherwise liquidate, or
direct any Pledgor to sell, assign or otherwise liquidate, any or all
investments made in whole or in part with the Pledged Collateral or any part
thereof, and take possession of the proceeds of any such sale, assignment or
liquidation.


 


(c)  Take possession of the Pledged Collateral or
any part thereof, by directing the Pledgors in writing to deliver the same to
the Collateral Agent at any place or places so designated by the Collateral
Agent and reasonably convenient to the Pledgors and the


 


16

















 


Collateral Agent, in which event, such Pledgor shall
at its own expense: (a) forthwith cause the same to be moved to the place or
places so designated by the Collateral Agent and there to be delivered to the
Collateral Agent; (b) store and keep any Pledged Collateral to be delivered to
the Collateral Agent at such place or places pending further action by the
Collateral Agent; and (c) while the Pledged Collateral shall be so stored  and kept, provide such guards and
maintenance services as shall be necessary to protect the same and to preserve
and maintain them in good condition. 
The Pledgors’ obligation to deliver the Pledged Collateral is of the
essence of this Agreement.  Upon
application to a court of equity having jurisdiction, the Collateral Agent
shall be entitled to a decree requiring specific performance by the Pledgors of
such obligation.


 


2.4.2.  Receiver.  The Collateral Agent may have a receiver
appointed for all or any portion of the Pledgors’ assets or business which
constitutes the Pledged Collateral in order to manage, protect, preserve, sell
and otherwise dispose of all or any portion of the Pledged Collateral in
accordance with the terms of the Note Documents, to continue the operations of
the Pledgors and to collect all revenues and profits therefrom to be applied to
the payment of the Secured Obligations, including the compensation and expenses
of such receiver.


 


2.4.3.  General Authority.  To the extent specified in written notice
from the Collateral Agent to any Pledgor, such Pledgor grants the Collateral
Agent full and exclusive power and authority, subject to the other terms hereof
and applicable law, to take any of the following actions (for the sole benefit
of the Collateral Agent on behalf of the Holders and the holders from time to
time of any Secured Obligations, but at such Pledgor’s expense):


 


(a)  to ask for, demand, take, collect, sue for and
receive all payments in respect of any Accounts, general intangibles, Pledged
Securities or leases which such Pledgor could otherwise ask for, demand, take,
collect, sue for and receive for its own use;


 


(b)  to extend the time of payment of any Accounts,
general intangibles, Pledged Securities or leases and to make any allowance or
other adjustment with respect thereto;


 


(c)  to settle, compromise, prosecute or defend
any action or proceeding with respect to any Accounts, general intangibles,
Pledged Securities or leases and to enforce all rights and remedies thereunder
which such Pledgor could otherwise enforce;


 


(d)  to enforce the payment of any Accounts,
general intangibles, Pledged Securities or leases, either in the name of such
Pledgor or in its own name, and to endorse the name of such Pledgor on all
checks, drafts, money orders and other instruments tendered to or received in
payment of any Pledged Collateral;


 


(e)  to notify the third party payor with respect
to any Accounts, general intangibles, Pledged Securities or leases of the
existence of the security interest created


 


17

















 


hereby and to cause all payments in respect thereof
thereafter to be made directly to the Collateral Agent; provided, however,
that whether or not the Collateral Agent shall have so notified such payor,
such Pledgor will at its expense render all reasonable assistance to the
Collateral Agent in collecting such items and in enforcing claims thereon; and


 


(f)  to use, operate, sell, transfer, assign or
otherwise deal in or with any Pledged Collateral or the proceeds thereof, as
fully as such Pledgor otherwise could do.


 


2.4.4.  Marshaling.  Neither the Holders nor the Collateral Agent
shall be required to make any demand upon, or pursue or exhaust any of their
rights or remedies against, any Pledgor, any other guarantor or pledgor or any
other Person with respect to the payment of the Secured Obligations or to
pursue or exhaust any of their rights or remedies with respect to any
collateral therefor or any direct or indirect guarantee thereof.  Neither the Holders nor the Collateral Agent
shall be required to marshal the Pledged Collateral or any guarantee of the
Secured Obligations or to resort to the Pledged Collateral or any such
guarantee in any particular order, and all of its and their rights hereunder or
under any other Note Document shall be cumulative.


 


2.4.5.  Waiver. 
(a)  To the extent it may
lawfully do so, each Pledgor absolutely and irrevocably waives and relinquishes
the benefit and advantage of, and covenants not to assert against the Holders
or the Collateral Agent, any valuation, stay, appraisement, extension,
redemption, moratorium or similar laws now or hereafter existing which, but for
this provision, might be applicable to the sale of any Pledged Collateral made
under the judgment, order or decree of any court, or privately under the power
of sale conferred by this Agreement, or otherwise.  Without limiting the generality of the foregoing, each Pledgor
(i) agrees that it will not invoke or utilize any law which might prevent,
cause a delay in or otherwise impede the enforcement of the rights of any
Holder or the Collateral Agent in the Pledged Collateral, (ii) waives its
rights under all such laws, and (iii) agrees that it will not invoke or raise
as a defense to any enforcement by any Holder or the Collateral Agent of any
rights and remedies relating to the Pledged Collateral or the Secured
Obligations any legal or contractual requirement with which any Holder or the
Collateral Agent may have in good faith failed to comply.


 


(b)  In
addition, except as otherwise provided herein, each Pledgor waives any right to
prior notice  or judicial hearing in
connection with the taking possession of, foreclosure on or disposition of any
Pledged Collateral, including any such right which such Pledgor would otherwise
have under the Constitution of the United States of America, any state or
territory thereof or any other jurisdiction
and, including, without limitation, any and all prior notice and hearing for
any prejudgment remedy or remedies and any such right which such Pledgor would
otherwise have under law.  Any sale of,
or any other realization upon, any Pledged Collateral shall operate to divest
all right, title, interest, claim and demand, either at law or in equity, of
any Pledgor therein and thereto, and shall be a perpetual bar both at law and
in equity against the Pledgors and against any


 


18

















 


and all Persons claiming or attempting to claim the
Pledged Collateral so sold, or any part thereof, from, through or under the
Pledgors.


 


2.4.6.  Sales of Pledged Collateral.  (a) 
During the continuance of an Event of Default, the Collateral Agent may,
in accordance with the terms of and at the times specified in the Indenture,
from time to time exercise in respect of the Pledged Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it, all
the rights and remedies of a secured party under the Uniform Commercial Code,
as in effect in any relevant jurisdiction, at the time of an Event of Default,
and the Collateral Agent may also, without notice (except as specified below)
demand, or advertisement, sell the Pledged Collateral or any part thereof in
one or more parcels at public or private sale, at any exchange, broker’s board
or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit,
for future delivery or for other value, and at such price or prices and upon
such other terms as the Collateral Agent may deem commercially reasonable.


 


(a)  At any
sale or sales of Pledged Collateral, the Collateral Agent, any Holder or any of
their respective affiliates or assigns, may bid for and purchase all or any
part of the property and rights so sold, may use all or any portion of the
Secured Obligations owed to such Holder as payment for the property or rights
so purchased, and upon compliance with the terms of such sale may hold and
dispose of such property and rights without further accountability to the
respective Pledgors, except for the proceeds of such
sale or sales pursuant to Section 2.4.10. 
The Pledgors acknowledge that any such sale will be made by the
Collateral Agent on an “as is” basis with disclaimers of all warranties, whether
express or implied (including warranties with  respect to title,
possession, quiet enjoyment and other similar warranties).  The respective Pledgors will execute and
deliver or cause to be executed and delivered such instruments, documents,
assignments, waivers, certificates and affidavits, will supply or cause to be
supplied such further information and will take such further action, as the
Collateral Agent shall reasonably request in connection with any such sale.  The Collateral Agent shall not be obligated
to make any sale of Pledged Collateral regardless of notice of sale having been
given.  The Collateral Agent may adjourn
any public or private sale from time to time by announcement at the time and
place fixed therefor, and such sale may, without further notice, be made at the
time and place to which it was so adjourned. 
Each Pledgor hereby waives, to the fullest extent permitted by law, any
claims against Collateral Agent arising by reason of the fact that the price at
which any Pledged Collateral may have been sold at such a private sale was less
than the price which might have been obtained at a public sale, even if
Collateral Agent accepts the first offer received and does not offer such
Pledged Collateral to more than one offeree.


 


(b)  Each Pledgor agrees that, to the extent
notice of sale shall be required by law, 10 days’ notice from Collateral Agent
of the time and place of any public sale or of the time after which a private
sale or other intended disposition is to take place shall be commercially
reasonable notification of such matters, and that a shorter amount of notice


 


19

















 


shall be commercially reasonable if the Pledged
Collateral to be sold threatens to decline speedily or is of a type customarily
sold on a recognized market.  No
notification need be given to a Pledgor if it has signed, after the occurrence
of an Event of Default, a statement renouncing or modifying any right to
notification of sale or other intended disposition.  In addition to the rights and remedies provided in this Agreement
and the other Note Documents, the Collateral Agent shall have all the rights
and remedies of a secured party under the Uniform Commercial Code, as in effect
in any relevant jurisdiction.


 


2.4.7.  Sale without Registration.  If, at any time when the Collateral Agent
shall determine to exercise its rights hereunder to sell all or part of the
securities included in the Pledged Collateral, the securities in question shall
not be effectively registered under the Securities Act (or other applicable
law), the Collateral Agent may, in its sole discretion, sell such securities by
private or other sale not requiring such registration in such manner and in
such circumstances as the Collateral Agent may deem necessary or advisable in
order that such sale may be effected in accordance with applicable securities
laws without such registration and the related delays, uncertainty and
expense.  Without limiting the
generality of the foregoing, in any event the Collateral Agent may, in its sole
discretion, (a) approach and negotiate with a single purchaser or one or more
possible purchasers to effect such sale, (b) restrict such sale to one or
more purchasers each of whom will represent and agree that such purchaser is
purchasing for its own account, for investment and not with a view to the
distribution or sale of such securities and (c) cause to be placed on
certificates representing the securities in question a legend to the effect
that such securities have not been registered under the Securities Act (or
other applicable law) and may not be disposed of in violation of the provisions
thereof.  Each Pledgor agrees that such
manner of disposition is commercially reasonable, that it will upon the
Collateral Agent’s request give any such purchaser access to such information
regarding the issuer of the securities in question as the Collateral Agent may
reasonably request and that the Holders and the Collateral Agent shall not
incur any responsibility for selling all or part of the securities included in
the Pledged Collateral at any private or other sale not requiring such
registration, notwithstanding the possibility that a substantially higher price
might be realized if the sale were deferred until after registration under the
Securities Act (or other applicable law) or until made in compliance with
certain other rules or exemptions from the registration provisions under the
Securities Act (or other applicable law). 
Each Pledgor acknowledges that no adequate remedy at law exists for
breach by it of this Section 2.4.5 and that such breach would not be
adequately compensable in damages and therefore agrees that this
Section 2.4.5 may be specifically enforced.


 


2.4.8.  Exercise of Remedies.  Notwithstanding any other provision of this
Agreement to the contrary, Collateral Agent shall exercise, or shall refrain
from exercising, any remedy provided for in this Section 2.4, in accordance
with the terms of and at the times specified in the Indenture.


 


20

















 


2.4.9.  Unsatisfied
Obligations. 
Notwithstanding any other provision of this Agreement to the contrary,
if, after giving effect to any sale, transfer or other disposition of any or
all of the Pledged Collateral pursuant hereto and after the application of the
proceeds hereunder to the Secured Obligations, if any Secured Obligations
remain unpaid or unsatisfied, each Pledgor shall remain liable for the unpaid
and unsatisfied amount of such Secured Obligations.


 


2.4.10.  Application
of Proceeds. 
Subject to the Intercreditor Agreement, the proceeds received by the
Collateral Agent in respect of any sale of, collection from or other
realization upon all or any part of the Pledged Collateral pursuant to the
exercise by the Collateral Agent of its remedies as a secured creditor as
provided in this Section 2.4 shall be applied, together with any other sums
then held by the Collateral Agent pursuant to this Agreement, promptly by
Collateral Agent in accordance with the terms of the Indenture.


 


2.5.  Custody of Pledged Collateral.  Except as provided by applicable law that
cannot be waived, the Collateral Agent will have no duty as to the custody and
protection of the Pledged Collateral, the collection of any part thereof or of
any income thereon or the preservation or exercise of any rights pertaining
thereto, including rights against prior parties, except for the use of
reasonable care in the custody and physical preservation of any Pledged
Collateral in its possession.  The
Holders will not be liable or responsible for any loss or damage to any Pledged
Collateral, or for any diminution in the value thereof, by reason of the act or
omission of any Collateral Agent selected by the Collateral Agent acting in
good faith.


 


3.  Future Subsidiaries; Further Assurances.  If, at any time after the date hereof, any
Person becomes a Subsidiary of the Company, then the Company will, within five
Business Days after such Person becomes a Subsidiary of the Company, cause such
Person to join this Agreement as a Pledgor, in each case pursuant to a joinder
agreement in form and substance reasonably satisfactory to the majority of the
Holders; provided, however, that if such Person becomes a
Subsidiary of Doe Run Peru, then such Person will not be required to join this
Agreement as a Pledgor.  Each
of the Pledgors will, promptly upon the request of the Collateral Agent from
time to time, execute, acknowledge and  deliver,
and file and record, all such instruments, and take all such action, as the
Collateral Agent deems reasonably necessary or advisable to carry out the
intent and purpose of this Agreement.


 


4.  Duty
to Supplement.  The
Company shall furnish to the Collateral Agent supplements to the exhibits to
this Agreement showing any changes to the information set forth in such
exhibits not previously furnished to the Collateral Agent in writing as soon as
possible after the end of each fiscal quarter and in any event (i) within 90
days after the end of each fiscal year of the Company and (ii) within 45 days
after the end of each of the first three fiscal quarters of each fiscal year of
the Company.


 


21

















 


5.  Successors
and Assigns.  The
provisions of this Agreement shall inure to the benefit of the Holders and the
Collateral Agent and their respective successors and assigns and shall be
binding upon the Pledgors and their respective successors and assigns.  No Pledgor may assign its rights or
obligations under this Agreement without the written consent of the Collateral
Agent.


 


6.  Notices. 
Except as otherwise specified in this Agreement, any notice required to
be given pursuant to this Agreement shall be given in writing.  Any notice, consent, approval, demand or
other communication in connection with this Agreement 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 this
Agreement, five business 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 any Pledgor, to it at its address set forth on Exhibit
C to this Agreement, to the attention of its chief financial officer.


 


If to the Collateral Agent, to it at State Street Bank
and Trust Company, Goodwin Square, 225 Asylum, 23rd Floor, Hartford, CT  06103 telecopy number (860) 244-1897, to the
attention of Corporate Trust Administration, Ref: Doe Run.


 


7.  Course
of Dealing; No Implied Waivers; Waivers and Amendments.  No
course of dealing between any Holder or the Collateral Agent, on one hand, and
any Pledgor or any other Obligor, on the other hand, shall operate as a waiver
of any of the rights of the Holders or the Collateral Agent under this
Agreement or any other Note Document or with respect to the Secured
Obligations.  In particular, no delay or
omission on the part of any Holder or the Collateral Agent in exercising any
right under this Agreement or any other Note Document or with respect to the
Secured 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 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 shall be binding
unless it is in writing and signed by the Collateral Agent or the majority of
the Holders.


 


8.  General
Provisions.


 


8.1.  Defeasance. 
This Agreement shall terminate upon compliance by the Pledgors with all
the conditions precedent set forth in Article 8 of the Indenture for
satisfaction and discharge of the Indenture and, at the Company’s written
request, accompanied by such certificates and other items as the Collateral
Agent shall reasonably deem necessary, the Pledged Collateral shall revert to
the Pledgors and the right, title and interest of the Holders and the
Collateral Agent therein shall terminate. 
Thereupon, on the Pledgors’ demand and at their cost and expense, the
Collateral Agent shall execute proper instruments, acknowledging satisfaction
of and discharging this Agreement, and shall


 


22

















 


redeliver to the
Pledgors any Pledged Collateral then in its possession; provided, however,
that Section 8 shall survive the termination of this Agreement.


 


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


 


8.3.  Expenses.  Each Pledgor will upon demand pay, without
limitation, to the Collateral Agent the amount of any and all reasonable
expenses, including the fees and expenses of its counsel and the allocated
costs of the  Collateral Agent’s
internal counsel and the fees and expenses of any experts and agents which the
Collateral Agent may incur in connection with (i) the collection of the Secured
Obligations, (ii) the enforcement and administration of this Agreement, (iii)
the custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Pledged Collateral, (iv) the exercise or
enforcement of any of the rights of the Collateral Agent or any Secured Party
hereunder or (v) the failure, by any Pledgor to perform or observe any of the
provisions hereof.  All amounts payable
by the Pledgors under this Section 8.3 shall be due upon demand and shall be
part of the Secured Obligations.  The
Pledgors’ obligations under this Section 8.3 shall survive the discharge of the
Pledgors’ other obligations under this Agreement.


 


8.4.  No
Strict Construction.  The
parties have participated jointly in the negotiation and drafting of this
Agreement and the other Note Documents with counsel sophisticated in financing
transactions.  In the event an ambiguity
or question of intent or interpretation arises, this Agreement and the other
Note 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 Note
Documents.


 


8.5.  Certain
Acknowledgments. 
Each of the Pledgors acknowledges that:


 


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


 


23

















 


(b)  neither any Holder nor the Collateral Agent
has any fiduciary relationship with or duty to the Obligors arising out of or
in connection with this Agreement or any other Note Document, and the
relationship between the Obligors, on one hand, and the Holders and the
Collateral Agent, 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 Note Documents or otherwise exists by virtue of the transactions
contemplated hereby or thereby among the Obligors and the Holders.


 


8.6.  Venue;
Service of Process. Each of the Pledgors and the Collateral
Agent:


 


(a)  irrevocably submits to the nonexclusive
jurisdiction of the state courts of The State of New York and to the
nonexclusive jurisdiction of the United States District Court for the District
of New York for the purpose of any suit, action or other proceeding arising out
of or based upon this Agreement or any other Note 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 any such proceeding is improper, or that this
Agreement or any other Note Document, or the subject matter hereof or thereof,
may not be enforced in or by such court;


 


(c)  consents to service of process in any such
proceeding in any manner and agrees that service of process by registered or
certified mail, return receipt requested, at its address specified in or
pursuant to Section 6 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.


 


8.7.  WAIVER
OF JURY TRIAL.  TO
THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE
PLEDGORS AND THE COLLATERAL 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, DEMAND OR ACTION ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT OR THE CONDUCT OF THE
PARTIES HERETO, WHETHER NOW EXISTING OR HEREAFTER ARISING AND


 


24

















 


WHETHER IN
CONTRACT OR TORT OR OTHERWISE.  Each of
the Pledgors acknowledges that it has been informed by the Collateral Agent
that the foregoing sentence constitutes a material inducement upon which each
of the Holders has relied, is relying and will rely in entering into the
Indenture and any other Note Document. 
Any Pledgor, any Holder or the Collateral Agent may file an original
counterpart or a copy of this Agreement with any court as written evidence of
the consent of the Pledgors and the Collateral Agent to the waiver of their
rights to trial by jury.


 


8.8.  Interpretation;
Governing Law; etc. 
Time is (and shall be) of the essence in this Agreement and the other
Note Documents.  All covenants,
agreements, representations and warranties made in this Agreement or any other
Note Document or in certificates delivered pursuant hereto or thereto shall be
deemed to have been relied on by each Holder, notwithstanding any investigation
made by any Holder or the Collateral Agent on its behalf, and shall survive the
execution and delivery to the Holders 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 the
other Note Documents constitute the entire understanding of the parties with
respect to the subject matter hereof and thereof and supersede all prior and
current understandings and agreements, whether written or oral, with respect to
such subject matter.  This Agreement is
a Note Document and 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 Note 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 (other than the conflict of laws rules) of The State of New York.


 


8.9.  Indemnity


 


(a)  Each
Pledgor agrees to indemnify, pay and hold harmless Collateral Agent and the
officers, directors, employees, agents and affiliates of Collateral Agent
(collectively called the “Indemnitees”) from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, claims, reasonable costs (including, without limitation, settlement
costs), reasonable expenses or disbursements of any kind or nature whatsoever
(including, without limitation, the reasonable fees and disbursements of
counsel for such Indemnitees in connection with any investigative,
administrative or judicial proceeding commenced or threatened, whether or not
such Indemnitee shall be designated a party thereto), which may be imposed on,
incurred by, or asserted against that Indemnitee, in any manner relating to or
arising out of this Agreement, the Indenture or the Notes (including, without
limitation, any misrepresentation by a Pledgor in this Agreement, the Indenture
or the Notes) (the


 


25

















 


“indemnified
liabilities”); provided that a Pledgor shall have no obligation to an
Indemnitee  hereunder with respect to
indemnified liabilities if it has been determined by a final decision (after
all appeals and the expiration of time to appeal) by a court of competent
jurisdiction that such indemnified liability arose from the negligence or bad
faith of that Indemnitee.  To the extent
that the undertaking to indemnify, pay and hold harmless set forth in the
preceding sentence may be unenforceable because it is violative of any law or
public policy, each Pledgor shall contribute the maximum portion which it is
permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all indemnified liabilities incurred by the Indemnitees or any
of them.  Collateral Agent shall give
Pledgors prompt notice of the assertion of any alleged indemnified liabilities
and allow Pledgors to assist in defending same.


 


The Collateral
Agent shall also have all the rights, benefits, immunities and indemnities as
described in the last paragraph of Section 7.07 of the Indenture.


 


(b)  Survival.  The obligations of Pledgors contained in this Section 8.10 shall
survive the termination of this Agreement and the discharge of Pledgors’ other
obligations under this Agreement.


 


(c)  Reimbursement.  Any amounts paid by any Indemnitee as to
which such Indemnitee has the right to reimbursement shall constitute Secured
Obligations secured by the Pledged Collateral.


 


26

















 


[Security Agreement]


 


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 written above.


 


	
   

  	
  THE DOE RUN
  RESOURCES

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  	
   

  
	
   

  	
   

  	
  Title: 
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOE RUN CAYMAN LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  	
   

  
	
   

  	
   

  	
  Title: 
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DR LAND HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  	
   

  
	
   

  	
   

  	
  Title: 
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FABRICATED PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  	
   

  
	
   

  	
   

  	
  Title: 
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BUICK RESOURCE

  RECYCLING FACILITY LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  	
   

  
	
   

  	
   

  	
  Title:  CFO

  



 

















 


[Security Agreement]


 


	
   

  	
  STATE STREET BANK AND

  TRUST COMPANY,

  
	
   

  	
  as Trustee and Collateral Agent under the

  Indenture

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory M. Donovan

  	
   

  
	
   

  	
   

  	
  Title: 
  Assistant Vice President

  



 

















 


EXHIBIT A


 


COMMERCIAL TORT CLAIMS


 

















 


EXHIBIT B


 


INTANGIBLES


 

















 


EXHIBIT C


 


PLEDGORS


 

















 


EXHBIT D


 


BANK AND DEPOSIT ACCOUNTS


 

















 


EXHIBIT E


 


DOE RUN CAYMAN LTD.


 


Share
Transfer Certificate


 


We, The Doe Run Resources
Corporation (the “Transferor”), for good and valuable consideration received by
us from
                                           
(the “Transferee”), do hereby:


 


(1)  transfer to the Transferee thirteen (13)
shares of US$1.00 par value (the “Shares”) standing in our name in the register
of members of the Company to hold unto the Transferee, its executors,
administrators and assigns, subject to the several conditions on which we held
the same at the time of execution of this Share Transfer Certificate; and


 


(2)  consent that our name remains on the
register of members of the Company until such time as the Company enters the
Transferee’s name in the register of members of the Company.


 


And we, the Transferee, do hereby agree to
take the Shares subject to the same conditions.


 


 


Signed by the Transferor on the

      day of
                         ,
20     

in the presence of:


 


 


	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
  Transferor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signed by the Transferee
  on the

          day of
                           ,
  20     

  in the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
  Transferee

  	
   

  



 

















 


EXHIBIT
F


 


NOTICE
OF PLEDGE


 


	
  ,
  20    

  	
   

  



 


 


To:                              The
Directors of Doe Run Cayman Ltd.

P.O. Box 309 GT, Ugland House

South Church Street, George Town

Grand Cayman, Cayman Islands


 


Dear Sirs:


Re:  Security Agreement


 


We hereby notify you that pursuant to a Security Agreement dated the
29th day of October, 2002 (the “Charge”) among The Doe Run Resources
Corporation, its subsidiaries from time to time party thereto and State Street
Bank and Trust Company, as trustee and collateral agent (the “Collateral
Agent”),
the Pledgor (as defined in the Charge) has granted a first priority security
interest over the thirteen (13) shares standing in its name in Doe Run Cayman
Ltd. and represented by certificate number 5 in the register of members of Doe
Run Cayman Ltd. and, at any time after the Collateral Agent notifies you that
an Event of Default (as defined in the Charge) has occurred and is continuing,
you are hereby instructed to take such steps to register the Collateral Agent
or its nominee as the registered holder of the shares pursuant to the Charge.


 


Yours faithfully,


 


 


for and on behalf of

The Doe Run Resources Corporation


 

















 


EXHIBIT
G


 


IRREVOCABLE
PROXY


 


DOE RUN CAYMAN LTD.


 


The undersigned, The Doe Run Resources Corporation, being the registered
legal owner of thirteen (13) issued shares of US$1.00 par value (the “Shares”)
in the share capital of Doe Run Cayman Ltd. (the “Company”), a company
incorporated in the Cayman Islands, hereby makes, constitutes and appoints
State Street Bank and Trust Company, as trustee and collateral agent (the “Attorney”),
as the true and lawful attorney and proxy of the undersigned with full power to
appoint a nominee or nominees to act hereunder from time to time and to vote
the Shares represented by the Share Certificate(s) of the Company at all
general meetings of shareholders of the Company with the same force and effect
as the undersigned might or could do and to requisition and convene a meeting
or meetings of the shareholders of the Company for the purpose of appointing or
confirming the appointment of new directors of the Company and/or such other
matters as may in the opinion of the Attorney be necessary or desirable for the
purpose of implementing and/or enforcing the rights of the Attorney pursuant to
the Charge referred to below and the undersigned hereby ratifies and confirms
all that the said attorney or its nominee or nominees shall do or cause to be
done by virtue hereof.


 


The Shares have been charged to the Attorney pursuant to a Security
Agreement dated October 29, 2002 among The Doe Run Resources Corporation, its
subsidiaries from time to time party thereto and the Attorney (the “Charge”).


 


This power and proxy is coupled with an interest and is irrevocable and
shall remain irrevocable, provided that unless and until the occurrence of an
Event of Default as defined in the Indenture (as defined in the Charge) the
Attorney may not exercise any powers granted under this power and proxy.


 


This power and proxy shall terminate with no further effect upon the
release of the Charge pursuant to the terms thereof.


 


IN WITNESS whereof this instrument has been duly executed as a Deed
this
                   .


 


	
  SIGNED, SEALED and

  	
  )

  
	
  DELIVERED by

  	
  )

  
	
  [                                 ]
  as attorney in fact for

  	
  )

  
	
  The Doe Run Resources
  Corporation

  	
  )

  
	
  In the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Witness

  	
   

  
				



 

















 


EXHIBIT H


 


 


PERUVIAN PLEDGE AGREEMENT