Exhibit
10.19.8


 


ENVIRONMENTAL COMPLIANCE
AND INDEMNITY AGREEMENT


 


This Environmental Compliance and Indemnity Agreement
(“this Agreement”) is made as of
October 29, 2002 and is given pursuant to that certain Credit
Agreement of even date herewith (the “Credit
Agreement”) by and among The Doe Run Resources Corporation, a New
York corporation (the “Borrower”), The
Buick Resource Recycling Facility, LLC, a Delaware limited liability company (“Buick”; Buick and Borrower are each sometimes
referred to herein individually as an “Indemnitor” and collectively as “Indemnitors”) and Regiment Capital Advisors,
L.L.C. (the “Agent”) in its capacity as
agent for the Lenders from time to time party to the Credit Agreement (the “Lenders”).


 


As used herein:


 


A.            The
term “Buick Property” shall mean the
Buick Resources Recycling Facility and the former Cominco Mill (as more
particularly described in Exhibit A attached hereto), including all
buildings and other improvements from time to tune located thereon.


 


B.            The
term “Buick Permits” means those permits
and permit applications described on Schedule I,
attached hereto.


 


C.            The
term “Buick RCRA Permit” shall mean that
certain hazardous waste management facility permit effective September 27,
1989, along with the pending renewal application, as issued, revised or renewed
pursuant to applicable state and federal regulations authorizing Buick to
perform certain treatment, storage, disposal and corrective measures.


 


D.            The
term “Deed of Trust” shall mean the Deed
of Trust, Security Agreement, Fixture Filing and Assignment of Leases and Rents
of even date herewith, executed by Buick in favor of Lisa M. Haines, Trustee
and Agent, as Beneficiary.


 


E.             The
term “Environmental Enforcement Action”
shall mean all actions, orders, requirements or liens instituted, threatened in
writing, required, imposed or placed by any government authority and all
written demands or claims made or threatened by any other Person against or
with respect to all or any portion of the Buick Property or any present or past
owner or occupant thereof of which Buick or Doe Run is notified, arising out of
or in connection with the alleged violation of any of the Environmental Laws,
any environmental condition, or the assessment, monitoring, clean-up,
containment, remediation or removal of, or damages caused or alleged to be
caused by, any Hazardous Materials (i) located on or under all or any
portion of the Property, (ii) emanating from any portion of the Property
or (iii) generated, stored, transported, utilized, disposed, managed or
released by an Indemnitor on or from any portion of the Property.  Notwithstanding the foregoing, such term
shall not include any written or oral communications in connection with any
permit or permit application not involving an alleged violation of such permit
or Environmental Laws.


 


F.             The
term “Environmental Laws” shall mean all
applicable federal, state and local laws, rules, regulations, ordinances,
consent decrees, permits (including the Buick RCRA permit) and permit
applications currently pending and other enforceable requirements relating
to:  (a) releases or threatened
releases of Hazardous Materials, (b) pollution or protection of public 


 

















 


health or the environment or (c) the manufacture, handling,
transport, use, treatment, storage, or disposal of Hazardous Materials; but
taking into account any applicable exception for high volume low toxicity
wastes.


 


G.            The
term “Environmental Report” shall mean
the written product of an Environmental Assessment described in
Section 4.3.


 


H.            The
terms “generated”, “stored”, “transported”,
“utilized”, “disposed”,
“managed”, “released”
and “threat of release”, and all
conjugates thereof, shall have the meanings and definitions and exceptions as
set forth in the Environmental Laws.


 


I.              The
term “Governmental Authority” shall mean
any nation or government, any state or other political subdivision thereof, and
any agency, department or other entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government.


 


J.             The
term “Hazardous Materials” shall mean any
pollutant, contaminant, petroleum or any fraction thereof, hazardous, toxic or
dangerous waste, substance or material defined as such under any Environmental
Laws, taking into account any applicable exceptions.


 


K.            The
term “Indemnified Party” shall mean:  (i) each Lender, the Agent and each of
the Lenders’ and the Agent’s directors, officers, employees, agents, attorneys,
consultants and Affiliates; and (ii) any subsequent owner of all or any
portion of the Property following the exercise by Agent of its rights under any
of the Credit Documents including, but not limited to, a foreclosure sale or
acceptance of a deed in lieu thereof.


 


L.             The
term “knowledge” means the actual
knowledge without due inquiry of the senior officers of the Indemnitors, which
senior officers include any Chief Executive Officer, Chief Financial Officer,
Chief Operating Officer, General Manager or any Vice President, or persons
serving in such capacities from time to time.


 


M.           The
term “Mortgaged Property” shall have the
meaning ascribed to such term in the Deed of Trust.


 


N.            The
term “Property” shall mean all of the
real property owned by Buick from time to time and including the Mortgaged
Property.


 


O.            The
term “Surrounding Property” shall mean
any real property (other than mineral rights) located within one-half mile of
the perimeter of any portion of the Property.


 


P.             All
capitalized terms used in this Agreement which are not otherwise specifically
defined herein shall have the respective meanings ascribed to such terms in the
Credit Agreement.


 


FOR VALUE RECEIVED, and in order to induce Lenders to
provide the Loan and the Discretionary Credits, Indemnitors hereby jointly and
severally represent, warrant and unconditionally agree as follows:


 


2

















 


1.                                       Warranties
and Representations.  Indemnitors
jointly and severally represent and warrant to Agent and the Lenders, the same
to be true as of the date hereof and throughout the period that any of the
Credit Documents shall remain in force and effect, that except as specifically
disclosed in Schedule II attached hereto:


 


1.1.          No Hazardous Materials at Property.  To Indemnitors’ knowledge, and except as
used in the ordinary course of Indemnitors’ business in material compliance
with all applicable Environmental Laws, no Hazardous Materials have been or are
currently generated or stored, transported, utilized, disposed of, released,
including, without limitation, from any septic, sewage or other waste disposal
systems servicing any portion of the Property, or located on, under or from any
portion of the Buick Property, or m any manner introduced onto any portion of
the Property;


 


1.2.          No Violations Claimed re Property
or Indemnitors.  Except for any
written notices with respect to which appropriate corrective actions have been
taken, Indemnitors have not received any written notice from any Governmental
Authority claiming (i) that any of the Buick Property or any use thereof
violates, in any material respect, any of the applicable Environmental Laws or
(ii) that Indemnitors or any of Indemnitors’ employees, invitees, lessees,
licensees or agents have violated, in any material respect, any of the
applicable Environmental Laws with respect to any portion of the Buick Property
or any Surrounding Property;


 


1.3.          No Liability to Governmental
Authorities.  With respect to the
Buick Property, Indemnitors have not incurred any liability to any Governmental
Authority under any of the applicable Environmental Laws, except as set forth
in the relevant Buick Permits;


 


1.4.          No Lien on Property.  No lien against any portion of the Buick
Property has arisen under or related to any of the Environmental Laws, except
as shown in the Buick Permits;


 


1.5.          No Enforcement Actions.  There are no Environmental Enforcement
Actions pending with respect to any portion of the Buick Property, or to the
best of Indemnitors’ knowledge, threatened;


 


1.6.          No Knowledge of Violations re
Surrounding Property.  With respect
to the Buick Property, and except as shown in the Buick Permits, Indemnitors
have no knowledge of any action or order instituted or threatened by any Person
or Governmental Authority rising out of or in connection with the Environmental
Laws involving the assessment, monitoring, clean-up, containment, remediation
or removal of or damages caused or alleged to be caused by any Hazardous
Materials emanating or migrating, or threatening to emanate or migrate, from
the Property to the Surrounding Property.


 


2.                                       Compliance
with Environmental Laws.


 


2.1.          Compliance.  As long as any Credit Obligation remains
outstanding, Indemnitors will comply in all material respects with all
applicable Environmental Laws applicable to any portion of the Property, and
Indemnitors will take all remedial action 


 


3

















 


necessary to avoid any liability of Indemnitors,
Agent, Lenders or any subsequent owner of all or any portion of the Property
and to avoid the imposition of, or to discharge, any liens on all or any
portion of the Property, as a result of any failure to comply with any
applicable Environmental Laws applicable to all or any portion of the Property.


 


2.2.                              Prohibitions.  Without limitation of the generality of the
foregoing, Indemnitors agree that they shall not:


 


(a)                                  except
in material compliance with all applicable Environmental Laws (including as
permitted by the Buick Permits), release or permit any release or threat of
release of any Hazardous Materials on any portion of the Property;


 


(b)                                 except
in material compliance with all applicable Environmental Laws (including as
permitted by the Buick Permits), generate or permit any Hazardous Materials to
be generated on any portion of the Property;


 


(c)                                  except
in material compliance with all applicable Environmental Laws (including as
permitted by the Buick Permits), store or utilize or permit any Hazardous
Materials to be stored or utilized on any portion of the Property;


 


(d)                                 except
in material compliance with all applicable Environmental Laws (including as
permitted by the Buick Permits), dispose of or permit any Hazardous Materials
to be disposed of on any portion of the Property;


 


(e)                                  fail
to operate, maintain, repair or use all or any portion of the Property in
material compliance with applicable Environmental Laws (including as permitted
by the Buick Permits); or


 


(f)                                    allow,
permit or suffer any other Person to operate, maintain, repair or use all or
any portion of the Property except in material compliance with all applicable
Environmental Laws (including as permitted by the Buick Permits).


 


3.                                       Notice
of Conditions.  As promptly as
reasonably possible, but in no event later than ten (10) Business Days after
Indemnitors obtain knowledge thereof, Indemnitors will provide to the Agent
written notice of any of the following conditions:  (i) the presence, release or threat of release of any
Hazardous Materials on, under or from any portion of the Mortgaged Property,
whether or not caused by Indemnitors that may constitute a material violation
of any of the applicable Environmental Laws; (ii) any Environmental
Enforcement Action instituted or threatened with respect to the Mortgaged
Property; or (iii) any condition or occurrence on all or any portion of
the Mortgaged Property that may constitute a material violation of any of the
applicable Environmental Laws.


 


4

















4.                                       Indemnitors’
Agreement to take Remedial Actions.


 


4.1.          Remedial Actions.  Upon an Indemnitor becoming aware of the
violation of any applicable Environmental Laws related to all or any portion of
the Property or the presence or any release or any threat of release of any
Hazardous Materials on, under or from all or any portion of the Property in
violation of any applicable Environmental Laws, Indemnitors shall, subject to
the rights to contest set forth in Section 7 below, promptly take
all actions reasonably necessary to cure or eliminate any such violation of any
such applicable Environmental Laws and, where applicable, to arrange for such
assessment, monitoring, clean-up, containment, removal, remediation or
restoration of each portion of the Property and (if applicable and only to the
extent that Indemnitors have the legal obligation to do so) the Surrounding
Property as are required pursuant to any applicable Environmental Laws.


 


4.2.          Security for Costs.  If the potential costs associated with the
actions required in Section 4.1, the release of any unpermitted lien
against all or any portion of the Property and/or the release or other
satisfaction of the liability, if any, of Indemnitors with respect to all or
any portion of the Property arising under or related to any of the applicable
Environmental Laws or any Environmental Enforcement Action are determined by
Agent, in good faith, to exceed $1,000,000.00, Agent shall have the right (in
addition to any other right or remedy) to require Indemnitors to provide, and
Indemnitors shall provide within thirty (30) days after written request
therefor, a bond, letter of credit or other similar financial assurance, in
form, amount and substance reasonably satisfactory to Agent, in its good faith
judgment based on the reasonably estimated costs for such matter, evidencing to
Agent’s reasonable satisfaction that the necessary financial resources will be
unconditionally available to pay for all of the foregoing.


 


4.3.          Environmental Assessments.  Without limitation of the provisions of
Section 5 below, Agent shall have the right to require Indemnitors, at
Indemnitors’ own cost and expense, to obtain a professional environmental
assessment of each portion of the Mortgaged Property in accordance with Agent’s
then standard environmental assessment requirements and sufficient in scope to
comply with the requirements of Section 5.1 upon the occurrence of an
Event of Default.


 


5.                                       Agent’s
Rights to Inspect the Property and Take Remedial Actions.


 


5.1.          Assessments.  In addition to, and not in limitation of any
of its other rights and remedies under this Agreement, as long as any Credit
Obligation remains outstanding, so long as any Event of Default has occurred
and is continuing, Agent shall have the right, but not the obligation, through
such representatives or independent contractors as it may designate, to enter
upon the Mortgaged Property or any of same and to expend funds (provided,
however, Agent shall use reasonable efforts to minimize (a) any disruption
to Indemnitors’ business operations at the Mortgaged Property, and (b) all
costs associated with each such assessment) to cause one or more environmental
assessments of all or any portion of the Mortgaged Property to be undertaken,
if Agent in 


 


5

















 


its reasonable and good faith discretion at any
reasonable time and upon reasonable notice to Indemnitors, and from time to
time at reasonable intervals and upon reasonable notice to Indemnitors,
determines that Hazardous Materials may exist at the Mortgaged Property in
amounts or under circumstances that could give rise to a material liability
under applicable Environmental Laws, which determination may be based on
regulatory requirements and/or internal guidelines now or hereafter affecting
Agent or any Lender.  Such environmental
assessments may include, without limitation, (i) detailed visual inspections
of any or all of the Mortgaged Property, including, without limitation, all
storage areas, storage tanks, drains, drywells and leaching areas;
(ii) the taking of soil samples and surface and sub-surface water samples;
(iii) the performance of soils and ground water analyses; and
(iv) the performance of such other investigations or analyses as are
necessary or appropriate and consistent with sound professional environmental
engineering practice in order for Agent to obtain a complete assessment of the
compliance of any or all of the Mortgaged Property and the use thereof with all
Environmental Laws and to make a determination as to whether or not there is
any risk of contamination (x) to any of the Mortgaged Property resulting
from Hazardous Materials originating on, under or from any Surrounding Property
or (y) with respect to the Mortgaged Property to any Surrounding Property
resulting from Hazardous Materials originating on, under or from any portion of
the Mortgaged Property.


 


5.2.                              Other
Rights of Agent.  In addition to,
and not in limitation of any of its other rights and remedies under this
Agreement or any of the other Credit Documents, upon the occurrence of any
Event of Default, Agent shall have the right, but not the obligation, through
such representatives or independent contractors as it may designate, to enter
upon any or all of the Mortgaged Property and to expend funds (provided,
however, Agent shall use reasonable efforts to minimize (a) any disruption
to Indemnitors’ business operations at the Mortgaged Property, and (b) all
costs associated with each such assessment) to:


 


5.2.1.       Cure.  Cure any breach of the representations, warranties, covenants and
conditions made by or imposed upon Indemnitors under this Agreement, including,
without limitation, any violation by Indemnitors or by any of the Mortgaged
Property of any of the Environmental Laws applicable to any of the Mortgaged
Property;


 


5.2.2.       Prevention and Precaution.  Take all actions as are reasonably necessary
to (i) prevent the migration of Hazardous Materials on, under or from any
of the Mortgaged Property to any other property; (ii) clean up, contain,
remediate or remove any Hazardous Materials on, under or from any other
property, which Hazardous Materials originated on, under or from any of the
Mortgaged Property; or (iii) (to the extent there is a legal right so to
do) prevent the migration of any Hazardous Materials on, under or from any
other property to any of the Mortgaged Property;


 


5.2.3.       Environmental Enforcement Actions.  Comply with, settle or otherwise satisfy any
Environmental Enforcement Action, including, but not limited to, the payment of
any fines or penalties imposed by any governmental 


 


6

















 


authority and the payment of all amounts required to
remove any lien or threat of lien on or affecting any of the Mortgaged
Property; and


 


5.2.4.       General.  Comply with or otherwise satisfy any Environmental Law and
correct or abate any environmental condition on, or which threatens, any of the
Mortgaged Property and which could cause damage or injury to any of the
Mortgaged Property or, with respect to the Mortgaged Property, to the
Surrounding Property or to any Person.


 


5.3.                              Recovery
of Costs.  Any amounts paid or
advanced by Agent and all costs and expenditures incurred in connection with
any action taken pursuant to the terms of this Agreement, including but not
limited to environmental consultants, and experts’ fees and expenses,
reasonable attorneys’ fees and expenses, court costs and all costs of
assessment, monitoring, clean-up, containment, remediation, removal and
restoration, with interest thereon at the default rate provided for in the
Credit Agreement, shall be a joint and several demand obligation of Indenmitors
to Agent, shall be added to the obligations secured by the Credit Agreement and
shall be secured by the lien of the Deed of Trust as fully and as effectively
and with the same priority as every other obligation secured thereby.


 


5.4.                              Agent
and Lenders Not Responsible.  The
exercise by Agent and/or Lenders of any one or more of the rights and remedies
set forth in this Section 5 shall not operate or be deemed (a) to place
upon Agent any responsibility for the operation, control, care, service,
management, maintenance or repair of any of the Property or (b) to make
Agent the “owner” or “operator” of any of the Property or a “responsible party”
within the meaning of any of the Environmental Laws.


 


5.5.                              Agent’s
Subrogation.  Furthermore, Agent by
making any such payment or incurring any such costs shall be subrogated to all
rights of Indemnitors or any other occupant of any of the Property to seek
reimbursement from any other Person including, without limitation, any
predecessor owner or occupant of any of the Property who may be a “responsible
party” under any of the Environmental Laws in connection with the presence of
Hazardous Materials on or under or which emanated from any of the Property.


 


5.6.                              Agent
May Stop.  Without limiting the
generality of the other provisions of this Agreement, any partial exercise by
Agent of any one or more of the rights and remedies set forth in this
Section 5 including, without limitation, any partial undertaking on the
part of Agent to cure any failure of Indemnitors or of any of the Mortgaged
Property, or of any other occupant, prior occupant or prior owner thereof, to
comply with any of the Environmental Laws shall not obligate Agent to complete
such actions taken or require Agent to expend further sums to cure such
non-compliance.


 


6.                                       Indenmification
by Indemnitors.  Indemnitors hereby
agree that at all times, both before and after the repayment and discharge of
the Credit Obligations, Indemnitors shall at their sole cost and expense,
severally for the period prior to the transfer of the Buick Property to
Borrower, and following such transfer, jointly and severally (and subject to
their right of 


 


7

















 


contribution against any of their predecessors or former owners or
operators of the Buick Property or the Surrounding Property), indemnify,
defend, exonerate, protect and save harmless each Indemnified Party against and
from any and all damages, losses, liabilities, obligations, penalties, claims,
litigation, demands, defenses, judgments, suits, proceedings, costs,
disbursements and expenses of any kind or nature whatsoever, including, without
limitation, reasonable attorneys’ and experts’ fees and disbursements, which
may at any time be imposed upon, incurred by or asserted or awarded against any
Indemnified Party arising from or out of:


 


6.1.          Hazardous Materials.  Any Hazardous Materials on, in, under or
affecting all or any portion of the Property or emanating or migrating, or
threatening to emanate or migrate, from the Property to the Surrounding
Property on or before the date hereof, or which may hereafter affect all or any
portion of the Property or any Surrounding Property, whenever discovered and
whether or not disclosed in the Environmental Reports and whether or not now
known to Indemnitors and/or Agent;


 


6.2.          Environmental Laws.  The violation of any applicable
Environmental Law by an Indemnitor or with respect to any of the Property or
any Surrounding Property (but, as to Surrounding Property, only to the extent
that any Hazardous Materials on such Surrounding Property have migrated to any
of the Property or constitute a threat of release at any of the Property)
existing on or before the date hereof or which may so exist in the future,
whenever discovered and whether or not disclosed in the Environmental Reports;


 


6.3.          Breach of Warranty, Representation
or Covenant.  Any breach of warranty
or representation or covenant made by an Indenmitor under or pursuant to this
Agreement; and/or


 


6.4.          General.  The enforcement of this Agreement, whether
any of such matters arise before or after foreclosure of the Deed of Trust or
other taking of title to or possession of all or any portion of the Mortgaged
Property by Agent or by any other Indemnified Party, and specifically including
therein, without limitation, the following: (i) reasonable costs incurred
for any of the matters set forth in Section 5 of this Agreement; and
(ii) reasonable costs and expenses incurred in ascertaining the existence
or extent of any asserted violation of any applicable Environmental Laws
relating to any of the Mortgaged Property and any remedial action reasonably
taken on account thereof including, without limitation, the reasonable costs,
fees and expenses of engineers, geologists, chemists, other scientists,
attorneys, surveyors, and other professionals, or testing and analyses
performed in connection therewith.


 


Notwithstanding the foregoing, the indemnity contained in this Section
6 expressly excludes any loss, liability, damage or expense resulting from a
release of Hazardous Materials if both of the following criteria are met:  (i) the circumstances giving rise to such
loss, liability, damage or expense occur only after foreclosure of the Deed of
Trust or acceptance by Agent of a deed in lieu of foreclosure of the Deed of
Trust or following and during the continuance of entry by Agent as a
mortgagee-in-possession with respect to the Mortgaged Property and (ii) the
circumstances giving rise to such loss, liability damage or expense do not
result in any manner from actions taken or circumstances existing on any of the
Mortgaged Property prior to such 


 


8

















 


foreclosure, acceptance of a deed in lieu or entry, other than any such
action taken by Agent, its agents or employees which constitutes negligence or
willful misconduct.


 


7.                                       No
Waiver.  In addition, nothing herein
shall be deemed to be a waiver of any right of contribution or offset with
respect to any prior owner or operator of the Buick Property or the Surrounding
Property that either or both of the Indemnitors may now or hereafter be able to
assert.  In addition, any liability or
property insurance proceeds from any insurance policy (or expired insurance
policy) of the Indemnitors, or their predecessors in interest, or a third
party, that may now or hereafter be available to the Indemnitors may be used by
such Indemnitors to comply with their obligations hereunder.


 


8.                                       Right
to Contest.  Indemnitors may contest
in good faith any claim, demand, levy or assessment under any Environmental
Laws, including, but not limited to, any claim with respect to Hazardous
Materials, by any Person, but only if and for so long as:


 


8.1.          Material Question in Good Faith.  The contest is based upon a material
question of law or fact raised by Indemnitors in good faith; and


 


8.2.          Diligent Pursuit.  Indemnitors properly commence and thereafter
diligently pursues the contest to completion; and


 


8.3.          No Impairment.  The contest will not materially impair the
taking of any remedial action with respect to such claim, demand, levy or
assessment required to protect against further damage to any of the Property or
the Surrounding Property; and


 


8.4.          Adequate Resources.  Indemnitors demonstrate to Agent’s
reasonable satisfaction that Indemnitors have the financial capability to
undertake and pay for such contest and any remedial action then or thereafter
necessary; and


 


8.5.          No Event of Default.  No Event of Default exists under the Credit
Agreement or any of the other Credit Documents.


 


9.                                       Waivers.  Indemnitors hereby waive and relinquish to
the fullest extent now or hereafter not prohibited by applicable law:


 


9.1.          Marshalling.  Any right or claim of right to cause a
marshalling of Indemnitors’ assets or of any security or to cause Agent to
proceed against any of the collateral for the obligations secured by the Deed
of Trust before proceeding under this Agreement against Indemnitors; and


 


9.2.          Notice.  Notice of the acceptance hereof,
presentment, demand for payment, protest, notice of protest, and any and all
notices of nonpayment, nonperformance, nonobservance or default.


 


10.                                 Cumulative
Rights.  Agent’s rights under this
Agreement shall be in addition to and not in limitation of all of the rights
and remedies of Agent under the Credit Agreement and the other Credit
Documents.  All rights and remedies of
Agent shall be cumulative and may be exercised in such manner and combination
as Agent may determine.


 


9

















 


11.                                 No
Impairment.  The liability of
Indemnitors hereunder, unless applicable law otherwise so requires, shall in no
way be limited or impaired by:


 


11.1.        Extensions.  Any extension of time for performance
required by any of the Credit Documents;


 


11.2.        Amendments.  Any amendment to or modification of any of
the Credit Documents;


 


11.3.        Transfer.  Any sale or assignment of any of the Credit
Documents or any interest therein or any sale or transfer of all or any part of
the Property or any interest therein;


 


11.4.        Exculpatory Language.  Any exculpatory or nonrecourse or limited
recourse provision in any of the Credit Documents limiting Agent’s recourse to
any property or limiting Agent’s rights to a deficiency judgment against an
Indemnitor or any other party;


 


11.5.        Inaccuracies.  The accuracy or inaccuracy of any of the
representations or warranties made by or on behalf of Indemnitors under the
Credit Documents or otherwise;


 


11.6.        Release.  The release of an Indemnitor or of any other
Person from performance or observance of any of the agreements, covenants,
terms of conditions contained in any of the Credit Documents (other than this
Agreement), by operation of law, Agent’s voluntary act, or otherwise;


 


11.7.        Substitution.  The release or substitution in whole or in
part of any collateral or security for any obligations described in any of the
Credit Documents;


 


11.8.        Failure to Perfect.  Agent’s failure to record the Deed of Trust
or to file any UCC financing statements (or Agent’s improper recording or
filing of any thereof or failure to continue same) or to otherwise perfect,
protect, secure or insure any security interest or lien given as security for
any of the obligations described in any of the Credit Documents; and


 


11.9.        Invalidity.  The invalidity or unenforceability of all or
any portion of any of the Credit Documents (other than this Agreement) as to an
Indemnitor or as to any other Person.


 


12.                                 Delay
Not Waiver.  No delay on Agent’s or
Lender’s part in exercising any right, power or privilege hereunder or under
any of the Credit Documents shall operate as a waiver of any such privilege,
power or right.  No waiver by Agent in
any instance shall constitute a waiver in any other instance.


 


13.                                 Multiple
Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall be deemed an
original.  Each of the counterparts
shall 


 


10

















 


constitute but one in the same instrument and shall be binding upon
each of the parties individually as fully and completely as if all had signed
but one instrument.


 


14.           Notices.  Any notice or other communication in
connection with this Agreement shall be in writing and shall be given in the
manner and to the respective addresses provided for in the Credit Agreement.


 


15.           No
Oral Change.  No provision of this
Agreement may be changed, waived, discharged or terminated orally, by telephone
or by any other means except by an instrument in writing signed by the party
against whom enforcement of the change, waiver or discharge or termination is
sought.


 


16.           Parties
Bound; Benefit.  This Agreement
shall be binding upon Indemnitors, their successors and assigns and shall be
for the benefit of Agent, Lenders and Credit Participants and of any subsequent
holder of any of the Credit Documents.


 


17.           Partial
Invalidity.  Each of the provisions
hereof shall be enforceable against Indemnitors (jointly and severally) to the
fullest extent now or hereafter permitted by law.  The invalidity or unenforceability of any provision hereof shall
not limit the validity or enforceability of each other provision hereof, nor
shall any invalidity or unenforceability as against any one Person limit
validity or enforceability as against any other Person.


 


18.           Governing
Law.  This Agreement shall be
governed by and shall be construed and enforced in accordance with the internal
laws of The Commonwealth of Massachusetts, without regard to conflicts of laws
principles, except to the extent the laws of another jurisdiction necessarily
applies because a portion of the Property is located in such jurisdiction.


 


19.           Survival.  The provisions of this Agreement shall
continue in effect and shall survive (among other events) any payment and
satisfaction of the obligations now or hereafter existing under the Credit
Documents, any termination or discharge of the Deed of Trust, foreclosure, a
deed-in-lieu transaction, or release of any collateral.


 


20.           Joint
and Several Liability. 
Notwithstanding anything to the contrary in this Agreement, Indemnitors
shall be jointly and severally liable for the performance of all the
provisions, covenants and obligations on the part of the Indemnitors contained
in this Agreement.


 


(Signature Page Follows)


 


11

















 


Indemnitors have duly signed and delivered this Agreement as of the
date first above written.


 


 


	
   

  	
  THE DOE RUN
  RESOURCES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M.K. Kaiser

  	
   

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BUICK RESOURCE RECYCLING FACILITY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M.K. Kaiser

  	
   

  
	
   

  	
   

  	
  Title:  CFO

  



 


12

















 


EXHIBIT A


 


Buick Resources Recycling
Facility and Former Cominco Mill


 


[Attach Property
Description — See Title Insurance Commitment Parcels 1,2,3 and 71A]


 

















 


	
   

  	
  Commitment No.:

  	
   

  	
  #97762

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE C

  	
  Owner’s Policy
  No.:  

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Loan Policy No.: 

  	
   

  	
   

  



 


The land referred to in this commitment/policy is
situated in the State of Missouri, County of Iron and is described as follows:


 


IRON COUNTY LAND, PARCELS 1-75


 


BUICK RECYCLING PLANT:


 


PARCEL 1:


A tract of land being part of Section 14, Township 34 North, Range 2
West of the Fifth Principal Meridian, Iron County, Missouri, described as
follows:  Begin at the Southwest corner
of Section 14, Township 34 North, Range 2 West found marked by a concrete post;
then along and with the south line of Section 14;


THENCE South 88 degrees 48 minutes 56 seconds East for a distance of
1245.44 feet to a point on the centerline of the main tract of the Burlington
Railroad; then along and with said centerline;


THENCE along a curve to the right having a radius of 1432.69 feet and
an arc length of 216.01 feet, being subtended by a chord of North 26 degrees 26
minutes 13 seconds East for a distance of 215.80 feet to a point of tangent;


THENCE North 30 degrees 45 minutes 22 seconds East for a distance of
2965.44 feet to a spike, then leaving said railroad;


THENCE North 52 degrees 59 minutes 42 seconds West for a distance of
221.49 feet to a rebar pin;


THENCE North 00 degrees 38 minutes 24 seconds West for a distance of
652.48 feet to a rebar pin;


THENCE North 52 degrees 21 minutes 16 seconds West for a distance of
198.44 feet to a rebar pin;


THENCE North 88 degrees 15 minutes 03 seconds West for a distance of
508.27 feet to an iron rod;


THENCE North 89 degrees 22 minutes 47 seconds West for a distance of
336.15 feet to an iron rod;


THENCE North 00 degrees 01 minutes 11 seconds West for a distance of
334.23 feet to an iron rod;


THENCE North 89 degrees 39 minutes 52 seconds West for a distance of
1678.39 feet to an iron post found marking the northwest corner of the
Southwest Quarter of the Northwest Quarter of Section 14, then along and with
the west line of said section;


THENCE South 00 degrees 05 minutes 21 seconds East for a distance of
3986.02 feet to the point of beginning.


Said property contains 198.24 acres, more or less.


 

















 


Rider attached to and forming a part of policy or commitment
number: 
                     


Continuation of SCHEDULE
                     :


 


PARCEL
2:


ALSO, a tract of land being part of the South half of the Southwest
Quarter of the Northeast Quarter of Section 14, Township 34 North, Range 2 West
of the Fifth Principal Meridian, Iron County, Missouri, as described a follows:


 


Commence at a rebar pin set for the Northeast corner of the South Half
of the Southwest Quarter of the Northeast Quarter of Section 14, Township 34
North, Range 2 West;


THENCE North 88 degrees 39 minutes 08 seconds West for a distance of
550.77 feet to a rebar pin;


THENCE South 05 degrees 21 minutes 09 seconds West for a distance of
102.14 feet to a 6” metal pipe set in concrete, being the TRUE POINT OF
BEGINNING of the tract of land herein described;


THENCE South 81 degrees 34 minutes 48 seconds West for a distance of
146.39 feet to a rebar pin found set with metal cap;


THENCE South 08 degrees 34 minutes 12 seconds West for a distance of
164.63 feet to a rebar pin found set with metal cap;


THENCE South 42 degrees 24 minutes 51 seconds West for a distance of
360.71 feet to a rebar pin;


THENCE South 87 degrees 29 minutes 25 seconds East for a distance of
611.24 feet to a rebar pin;


THENCE North 40 degrees 26 minutes 19 seconds East for a distance of
204.53 feet to a rebar pin;


THENCE North 01 degrees 34 minutes 04 seconds West for a distance of
250.18 feet to a rebar pin;


THENCE North 84 degrees 17 minutes 51 seconds West for a distance of
223.31 feet to a 3” metal pipe set in concrete;


THENCE North 64 degrees 06 minutes 03 seconds West for a distance of
112.97 feet to the point of beginning.


Said property contains 5.46 acres, more or less.


 


PARCEL
3:


 


ALSO, a tract of land being part of Section 14, Township 34 North,
Range 2 West of the Fifth Principal Meridian, Iron County, Missouri, as
described as follows:


Begin at a rebar pin set on the north line of the Southwest Quarter of
the Northeast Quarter of Section 14, Township 34 North, Range 2 West that is
407.30 feet North 88° 37’ 08” West from a drill steel pin found marking the
northeast corner of said quarter-quarter section; thence South 23° 40’ 36” West
257.26 feet to a 6” metal pipe set in concrete for a fence corner; thence South
05° 21’ 09” West 527.16 feet to a 6” metal pipe set in concrete for a fence
corner; thence leaving said fence South 81° 34’ 48” West 146.39 feet to a 5/8”
rebar pin with aluminum cap set in a rockpile; thence South 08° 34’ 12” West
164.63 feet to a. 5/8” rebar with aluminum cap set flush with the ground;
thence South 42° 24’ 51” West 400.50 feet to a 3” metal pipe set in concrete
for a fence corner; thence North 82° 46’ 23” West 96.13 feet to a 6” metal pipe
set in concrete for a fence corner; thence leaving said fenceline South 38° 01’
23” West 623.09 feet to a 1/2” rebar pin set on the centerline of the main
track of the Burlington Northern Railroad Company; thence along and with said
centerline North 30° 45’ 22” East 621.83 feet to a spike set in a railroad tie;
thence leaving said centerline North 52° 59’ 42” West 221.49 feet to 1/2” rebar
pin found set; 


 


2

















Rider attached to and forming a part of policy or commitment number: 
                     


Continuation of SCHEDULE
                     :


 


thence North 00° 38’ 24” West 652.48 feet to a 1/2” rebar found set;
thence North 52° 21’ 16” West 198.44 feet to a 1/2” rebar found set; thence
North 88° 15’ 03” West 508.27 feet to a 1” iron rod found set; thence North 89°
22’ 47” West 336.15 feet to a 1” iron rod found set; thence North 00° 01’ 11”
West 334.23 feet to a 1” iron rod found set; thence South 86° 59’ 21” East
1013.21 feet to a 1/2” rebar set for the northwest corner of the Southwest
Quarter of the Northeast Quarter of Section 14; thence along and with the north
line of said quarter-quarter section South 88° 37’ 07” East 927.18 feet to the
point of beginning, containing 28.17 acres, more or less.


 


EXCEPTING any portion of the above described land that lies within the
right-of-way of Highway “KK”.


 


CASTEEL MINE


 


PARCEL 4:


All of the Northwest Quarter of the Northeast Quarter of Section Eleven
(11), Township Thirty-four (34) North, Range Two (2) West, containing 40 acres,
more or less.


 


PARCEL
5:


Beginning at the central point of the Northeast Quarter of Section
Eleven (11), Township Thirty-four (34) North, Range Two (2) West, running
thence East 10 rods; thence South 16 rods; thence West 20 rods; thence North 16
rods; thence East 10 rods, to the point of beginning, containing 2 acres.


 


PARCEL
6:


All that part of the East Half of the Northeast Quarter of Section
Eleven (11), Township Thirty-four (34) North, Range Two (2) West, more
particularly described as follows:

Beginning at the Concrete Monument 1968 – L.S. 1114, at the Northeast corner of
said Section 11; thence South 1° 18’ 47” East along the East line of said
Section 11 a distance of 806.94 feet to a point on the north right-of-way line
of Missouri State Highway 32; thence along said north right-of-way line as
follows:  on the arc of a curve to the
right which has a chord bearing South 45° 23’ 41” West 180.42 feet to a point;
on the arc of a curve to the right, which has a chord bearing South 45° 33’ 49”
West 176.11 feet, to a point; on the arc of a curve to the right, which has a
chord bearing South 48° 05’ 19” West 35.44 feet, to a point; on the arc of a
curve to the right, which has a chord bearing South 59° 05’ 04” West 203.69
feet, to a point; and thence South 63° 48’ 54” West 783.26 feet to a point;
thence departing from said North right-of-way line North 1° 28’ 42” East 245.50
feet to an iron pin on the south line of the Northeast Quarter of the Northeast
Quarter of said Section 11; thence North 88° 31’ 18” West along said South line
of said Northeast Quarter of the Northeast Quarter, a distance of 165.00 feet
to an iron pin at the Southwest corner thereof; thence North 1° 07’ 22” West
along the west line of said Northeast Quarter of the Northeast Quarter a distance
of 1319.25 feet to a BLM Monument at the Northwest corner thereof; and thence
South 88° 21’ 22” East along the North line of said Northeast Quarter of the
Northeast Quarter a distance of 1324.72 feet to the point of beginning,
containing 37.9 acres, more or less.


 


3

















 


Rider attached to and forming a part of policy or commitment
number: 
                     


Continuation of SCHEDULE
                     :


 


MINE #28
AND CENTRAL SHOPS: 

PARCEL 7:


All of the Northwest Quarter of the Northeast Quarter and the Northeast
Quarter of the Northwest Quarter of Thirty-five (35), Township Thirty-five (35)
North, Range Two (2) West, containing 80 acres, more or less EXCEPTING 8.33
acres in the Northwest Quarter of the Northeast Quarter and


 


4

















 


Rider attached to and forming a part of policy or commitment
number:        #97762


Continuation of SCHEDULE    C


 


ADDITIONAL
LAND SURROUNDING BUICK SMELTER

PARCEL 71-A


 


I.  TRACT ONE.


Part of the Southeast Quarter of the Northwest Quarter
and part of the Northeast Quarter of the Southwest Quarter of Section 11,
Township 34 North, Range 2 West in Iron County, Missouri, described as follows:
Beginning at the center of said Section 11; thence North 0 degrees 56 minutes
24 seconds West 191.80 feet along the East line of said Southeast Quarter of
the Northwest Quarter of Section 11; thence North 88 degrees 45 minutes West
350.00 feet; thence South 0 degrees 56 minutes 24 seconds East 457.98 feet to
the North right of way of Missouri State Highway No. 32; thence North 73
degrees 55 minutes 25 seconds East 362.31 feet along said right of way of
Missouri State Highway No. 32 to the East line of said Northeast Quarter of the
Southwest Quarter of Section 11; thence North 0 degrees 56 minutes 24 seconds
East 158.20 feet along said East line of the Northeast Quarter of the Southwest
Quarter of Section 11 to the point of beginning, containing 3.24 acres, more or
less.


 


Subject to mineral reservations contained in Deeds recorded in Book 330
page 773 and Book 330 page 775, Iron County land records.


 


TRACT TWO -A.


THE SURFACE RIGHTS ONLY to a tract of land being part
of the South half of Section 10, and part of the Southwest quarter of Section
11, Township 34 North, Range 2 West of the Fifth Principal Meridian, Iron
County, Missouri, described as follows:


Begin at a concrete monument found marking the Section
Corner common to Sections 10, 11, 14 and 15, Township 34 North, Range 2 West,
then along and with the South line of Section 10;


Thence North 89° 21’ 15” West for a distance of
3907.07 feet to the Southwest corner of the Southeast quarter of the Southwest
quarter of Section 10, then along and with the West line of said
quarter-quarter section;


Thence North 00° 08’ 14” West for a distance of 187.25
feet to a point on the South marginal right of way line of Missouri Route “32”,
then along and with said right of way;


Thence North 66° 23’ 16” East for a distance of 453.58
feet to a point of curve;


Thence along a curve to the left having a radius of
1950.08 feet and an arc length of 279.60 feet, being subtended by a chord of
North 62° 16’ 49” East for a distance of 279.36 feet to a point on curve that
is 40 feet from the centerline of Route “32”;


Thence South 31° 49’ 38” East for a distance of 10.00
feet to a point on curve that is 50 feet from the centerline of Route “32”;


Thence along a curve to the left having a radius of
1960.08 feet and an arc length of 50.26 feet, being subtended by a chord of
North 57° 26’ 18” East for a distance of 50.26 feet to a point on curve that is
50 feet from the centerline of Route “32”;


Thence North 33° 17’ 47” West for a distance of 10.00
feet to a point on curve that is 40 feet from the centerline of Route “32”;


Thence along a curve to the left having a radius of
1950.08 feet and an arc length of 89.60 feet, being subtended by a chord of
North 55° 23’ 15” East for a distance of 89.59 feet to a point of tangent;


Thence North 54° 04’ 16” East for a distance of 400.40
feet to a point;


 


34-1

















 


Rider attached to and forming a part of policy or commitment
number:        #97762


Continuation of SCHEDULE    C


 


Thence South 35° 55’ 44” East for a distance of 5.00
feet to a point;


Thence North 54° 04’ 16” East for a distance of 20.00
feet to a point;


Thence North 35° 55’ 44” West for a distance of 5.00
feet to a point;


Thence North 54° 04’ 16” East for a distance of 166.94
feet to a point of curve;


Thence along a curve to the right having a radius of
1870.08 feet and an arc length of 478.71 feet, being subtended by a chord of
North 61° 24’ 16” East for a distance of 477.40 feet to a point of tangent;


Thence North 68° 44’ 16” East for a distance of 433.86
feet to a point on the North line of the Southwest quarter of the Southeast
quarter of Section 10, then leaving said Route “32” right of way along and with
the North line of said quarter-quarter section;


Thence South 89° 07’ 36” East for a distance of 112.15
feet to a point being the Northwest corner of tract 4B described and recorded
in Deed book 294, page 582;


Thence South 00° 06’ 09” West for a distance of 417.40
feet to the Southwest corner of said Tract 4B;


Thence South 89° 07’ 36” East for a distance of 417.40
feet to the Southeast corner of said Tract 4B;


Thence North 00° 06’ 09” East for a distance of 417.40
feet to the Southwest corner of the Northeast quarter of the Southeast quarter
of Section 10, then along the South line of said quarter-quarter section;


Thence South 89° 07’ 36” East for a distance of 174.50
feet to the Southeast corner of Tract 4A described and recorded in Deed book
294, page 582;


Thence North 00° 04’ 21” East for a distance of 284.80
feet to ‘a point on the South marginal right of way line of Missouri Route
“32”, it being the Northeast corner of said Tract 4A, then along and with said
right of way;


Thence South 68° 44’ 16” West for a distance of 187.20
feet to a point on the West line of the Northeast quarter of the Southeast
quarter of Section 10, then leaving said right of way;


Thence North 00° 06’ 10” East for a distance of
1115.95 feet to the Northwest corner of said quarter-quarter section;


Thence South 88° 58’ 37” East for a distance of
1299.82 feet to an aluminum monument found marking the quarter corner common to
Sections 10 and 11, then along and with the Section line;


Thence South 00° 06’ 03” West for a distance of
1326.81 feet to an iron post found marking the Northwest corner of the
Southwest quarter of the Southwest quarter of Section 11;


Thence South 88° 26’ 57” East for a distance of
1342.80 feet to a rebar pin found marking the Northeast corner of said
quarter-quarter section, then along and with the West line of the Northeast
quarter of the Southwest quarter of Section 11;


Thence North 00° 13’ 51” West for a distance of 946.43
feet to a point on the South marginal right of way line of Missouri Route “32”,
then along and with said right of way line;


Thence North 85° 48’ 55” East for a distance of 149.69
feet to a concrete right of way post found marking a point of curve;


Thence along a curve to the right having a radius of
462.40 feet and an arc length of 156.21 feet, being subtended by a chord of
South 84° 30’ 16” East for a distance of 155.47 feet to a point of tangent;


Thence South 74° 49’ 42” East for a distance of 70.93
feet to a point of curve;


 


34-2

















 


Rider attached to and forming a part of policy or commitment
number:        #97762


Continuation of SCHEDULE    C


 


Thence along a curve to the left having a radius of
927.91 feet and an arc length of 497.78 feet, being subtended by a chord of
North 89° 48’ 13” East for a distance of 491.83 feet to a point of tangent;


Thence North 74° 26’ 07” East for a distance of 489.74
feet to a point on the North-South centerline of Section 11, then leaving said
Route “32” right of way;


Thence South 00° 29’ 24” East for a distance of
2414.43 feet to an iron post found marking the quarter corner common to
Sections 11 and 14, Township 34 North, Range 2 West;


Thence North 88° 31’ 46” West for a distance of
1348.06 feet to a BLM monument found marking the Southwest corner of the
Southeast quarter of the Southwest quarter of Section 11;


Thence North 88° 28’ 42” West for a distance of
1347.87 feet to the point of beginning.


Together with and subject to covenants, easements, and
restrictions of record.


Said property contains 238.40 acres, more or less.


 


TRACT TWO B.


THE SURFACE RIGHTS ONLY to a tract of land being all
of the North half of the Northwest quarter of the Northeast quarter of Section
14, Township 34 North, Range 2 West of the Fifth Principal Meridian, Iron
County, Missouri, described more particularly as follows:


Begin at an iron post found marking quarter corner
common to Sections 11 and 14, Township 34 North, Range 2 West, it also being
the Northwest corner of the Tract of land herein described, then along and with
the North line of Section 14;


Thence South 88° 32’ 18” East for a distance of
1338.64 feet to a BLM monument found marking the Northeast corner of the herein
described Tract of land, then leaving the North line of Section 14;


Thence South 00° 18’ 06” West for a distance of 661.68
feet to the Southeast corner of the North half of the Northwest quarter of the
Northeast quarter of Section 14;


Thence North 88° 34’ 43” West for a distance of
1336.55 feet to the Southwest corner of said North half;


Thence North 00° 07’ 23” East for a distance of 662.66
feet to the point of beginning.


Together with and subject to covenants, easements, and
restrictions of record.


Said property containing 20.33 acres, more or less.


 


TRACT TWO-C


TOWNSHIP THIRTY-FOUR
NORTH, RANGE TWO WEST, FIFTH


FIFTH PRINCIPAL MERIDIAN


SECTION FOURTEEN


 


THE SURFACE RIGHTS ONLY to part of the Northeast quarter of the
Southwest quarter described as follows: 
Beginning at the Southeast corner of said Northeast quarter of the
Southwest quarter; thence North 00° 07’ 23” East a distance of 1088.42 feet
along the East line of said Northeast quarter of the Southwest quarter; thence
South 38° 01’ 23” West a distance of 228.70 feet to the centerline of the main
track of the Burlington Northern Railroad; thence South 30° 45’ 22” West a
distance of 1039.01 feet along said centerline of the main track of the
Burlington Northern Railroad to the South line of said Northeast quarter of the
Southwest quarter; thence South 88° 41’ 05” East a distance of 670.05 feet
along said South line of the Northeast quarter of the Southwest quarter to the
point of beginning, containing 8.71 acres, more or less.


 


34-3

















 


Rider attached to and forming a part of policy or commitment
number:        #97762


Continuation of SCHEDULE    C


 


The South half of the Southeast quarter of the Southeast quarter of the
Southwest quarter, containing 5.10 acres, more or less.


 


Part of the Southeast quarter of the Southwest quarter of the Southwest
quarter described as follows:  Beginning
at the Southeast corner of said Southeast quarter of the Southwest quarter of
the Southwest quarter; thence North 88° 48’ 56” West a distance of 92.55 feet
along the South line of said Southeast quarter of the Southwest quarter of the
Southwest quarter to the centerline of the main track of the Burlington
Northern Railroad; thence along a curve to the right of said centerline of the
main track of the Burlington Northern Railroad, having a radius of 1432.69 feet
and an arc of 209.62 feet, being subtended by a chord of North 26° 18’ 08” East
a distance of 209.07 feet, to the East line of said Southeast quarter of the
Southwest quarter of the Southwest quarter; thence South 00° 02’ 08” West a
distance of 189.35 feet along said East line of the Southeast quarter of the
Southwest quarter of the Southwest quarter to the point of beginning,
containing 0.21 acre, more or less.


 


Section 14 containing an aggregate of 14.02 acres, more or less.


 


SECTION TWENTY-THREE


 


Starting at a concrete monument marking the common
corner of Sections 14, 15, 22 and 23; thence South 88° 48’ 56” East a distance
of 227.84 feet to the West right of way line of Missouri Route “KK”, the point
of beginning of the tract being described; thence leaving said right of way of
Missouri Route “KK” South 88° 48’ 56” East a distance of 2448.18 feet along the
North line of said Section 23 to a concrete monument marking the Quarter corner
common to Sections 14 and 23, Township 34 North, Range 2 West; thence South 00°
27’ 25” West a distance of 5316.35 feet to a concrete monument marking the
Quarter corner common to Sections 23 and 26, Township 34 North, Range 2 West;
thence North 88° 46’ 03” West a distance of 401.35 feet along the South line of
said Section 23 to said West right of way of Missouri Route “KK”; thence,
following along said right of way of Missouri Route “KK”, along a curve to the
right having a radius of 985.40 feet and an arc length of 3l5.47 feet,
subtended by a chord of North 10° 48’ 41” West a distance of 314.12 feet to a
Point of Tangent; thence North 01° 38’ 24” West a distance of 621.90 feet to a
Point of Curve; thence along a curve to the left having a radius of 692.94 feet
and an arc length of 191.93 feet, being subtended by a chord of North 10° 01’
39” West a distance of 191.31 feet to a Point of Tangent; thence North l7° 30’
27” West a distance of 251.56 feet to a Point of Curve; thence along a curve to
the right having a radius of 603.70 feet and an arc length of 148.37 feet being
subtended by a chord of North l0° 28’ 00” West a distance of 148.00 feet to a
Point on Curve that is 30 feet from the centerline of Missouri Route “KK”;
thence South 86° 34’ 27” West a distance of 36.00 feet to a Point on Curve that
is 66 feet from the centerline of Missouri Route “KK”; thence along a curve to
the right having a radius of 639.70 feet and an arc length of 162.57 feet being
subtended by a chord of North 03° 51’ 17” East a distance of 162.14 feet to a
Point of Tangent; thence North 12° 33’ 23” East a distance of 270.40 feet to a
Point of Curve; thence along a curve to the left having a radius of 1462.16
feet and an arc length of 77.69 feet, being subtended by a chord of North 09°
55’ 55” East a distance of 77.68 feet to a Point on Curve that is 66.00 feet
from the centerline of Missouri Route “KK”; thence South 88° 43’ 25” East a
distance of 16.12 feet to a Point on Curve that is 50 feet from the centerline
of Missouri Route “KK”; thence along a curve to the left having a radius of
1478.16 feet and an arc length of 681.90 feet, being subtended by a chord of 


 


34-4

















 


Rider attached to and forming a part of policy or commitment
number:        #97762


Continuation of SCHEDULE    C


 


North 04° 53’ 00” West a distance of 675.87 feet to a Point on Curve
that is 50 feet from the centerline of Missouri Route “KK”; thence South 88°
07’ 04” West a distance of 16.67 feet to a Point on Curve that is 66 feet from
the centerline of Missouri Route “KK”; thence along a curve to the left having
a radius of 1462.16 feet and an arc length of 412.59 feet, being subtended by a
chord of North 26° 21’ 55” West a distance of 411.22 feet to a Point of Tangent;
thence North 34° 07’ 03” West a distance of 164.40 feet to a point that is 66
feet from the centerline of Missouri Route “KK”; thence South 55° 52’ 57” West
a distance of 34.00 feet to a point that is 100 feet from the centerline of
Missouri Route “KK”; thence North 34° 07’ 03” West a distance of 312.21 feet to
a Point of Curve; thence along a curve to the left having a radius 1332.69 feet
and an arc length of 34.92 feet, being subtended by a chord of North 35° 20’
49” West a distance of 34.92 feet to a Point on Curve that is 100 feet from the
centerline of Missouri Route “KK”; thence North 53° 54’ East a distance of
34.00 feet to a Point on Curve that is 66 feet from the centerline of Missouri
Route “KK”; thence along a curve to the left having a radius of 1366.69 feet
and an arc length of 243.35 feet, being subtended by a chord of North 41° 12’
02” West a distance of 243.03 feet to a Point of Tangent; thence North 46° 18’
05” West a distance of 298.70 feet to a Point of Curve; thence along a curve to
the right having a radius of 830.49 feet and an arc length of 188.43 feet,
being subtended by a chord of North 39° 48’ 05” West a distance of 188.03 feet
to a Point of Tangent; thence North 33° 18’ 05” West a distance of 272.90 feet
to a point that is 66 feet from the centerline of Missouri Route “KK”; thence
North 56° 41’ 55” East a distance of 36.00 feet to a point that is 30 feet from
the centerline of Missouri Route “KK”; thence North 33° 18’ 05” West a distance
of 290.90 feet to a Point of Curve; thence along a curve to the right having a
radius of 666.62 feet and an arc length of 166.57 feet, being subtended by a
chord of North 26° 08’ 35” West a distance of 166.14 feet to a Point of
Tangent; thence South 71° 00’ 55” West a distance of 36.00 feet to a point that
is 66 feet from the centerline of Missouri Route “KK”; thence North 18° 59’ 05”
West a distance of 300.90 feet to a Point of Curve; thence along a curve to the
left having a radius of 411.46 feet and an arc length of 181.56 feet, being
subtended by a chord of North 3l° 16’ 28” West a distance of 180.09 feet to a
Point of Tangent; thence North 44° 13’ 48” West a distance of 179.25 feet to a
Point of Curve; thence along a curve to the right having a radius of 543.46
feet and an arc length of 149.55 feet, being subtended by a chord of North 36°
27’ 32” West a distance of 149.08 feet to a Point of Tangent; thence North 28°
29’ 52” West a distance of 44.99 feet to the point of beginning.


 


Section 23 containing 127.27 acres, more or less.


 


Together with and subject to covenants, easements, and restrictions of
record.


EXCEPTING AND EXCLUDING all tailings all currently located on the above
described Parcel Two-C.


 


TRACT
TWO-D.


THE SURFACE RIGHTS ONLY to real property located in
Iron County, Missouri, described as follows:


TOWNSHIP 34 NORTH, RANGE
2 WEST, FIFTH P.M.


SECTION 13:


 


The West half of the Southeast quarter containing
80.93 acres, more or less.


The Southwest quarter containing 161.76 acres, more or
less.


The West half of the Northwest quarter containing
81.05 acres, more or less.


 


34-5

















 


Rider attached to and forming a part of policy or commitment
number:        #97762


Continuation of SCHEDULE    C


 


The West half of the Southeast quarter of Northwest
quarter containing 20.25 acres, more or less.


 


TOWNSHIP 34 NORTH, RANGE
2 WEST, FIFTH P.M.


SECTION 14:


 


The East half of the Northeast quarter containing
81.55 acres, more or less.


 


The East half of the Southeast quarter containing
81.55 acres, more or less.


The South Three-Quarters of the West half of the
Southeast quarter containing 61.15 acres.


 


Part of the Southwest quarter of the Northeast quarter
and part of the North half of the Northwest quarter of the Southeast quarter,
all in Section 14, Township 34 North, Range 2 West of the Fifth Principal
Meridian in Iron County, Missouri, described as follows:  Beginning at the Northeast corner of said
Southwst quarter of the Northeast quarter of Section 14; thence North 88° 37’
07” West 407.30 feet along the North line of said Southwest quarter of the
Northeast quarter of Section 14; thence South 23° 40’ 36” West 257.26 feet;
thence South 05° 21’ 09” West 527.16 feet; thence South 64° 06’ 03” East 112.97
feet; thence South 84° 17’ 51” East 223.31 feet; thence South 01° 34’ 04” East
250.18 feet; thence South 40° 26’ 19” West 204.53 feet; thence North 87° 29’
25” West 611.24 feet; thence South 42° 24’ 51” West 39.79 feet; thence North
82° 46’ 23” West 96.13 feet; thence South 38° 01’ 23” West 394.39 feet to the
West line of said North half of the Northwest quarter of the Southeast quarter
of Section 14; thence South 00° 07’ 23” West 427.06 feet to the Southwest
corner of said North half of the Northwest quarter of the Southeast quarter of
Section 14; thence South 88° 43’ 52” East 1338.15 feet to the Southeast corner
of said North half of the Northwest quarter of the Southeast quarter of Section
14; thence North 00° 07’ 47” East 662.00 feet to the Northeast corner of said
North half of the Northwest quarter of the Southeast quarter of Section 14;
thence North 00° 02’ 30” West 1323.86 feet to the Northeast corner of said
Southwest quarter of the Northeast quarter of Section 14, the point of
beginning of the described tract, containing 34.25 acres, more or less.


 


TOWNSHIP 34 NORTH, RANGE
2 WEST, FIFTH P.M.


SECTION 23:


 


The North half of the Northeast quarter containing
82.2 acres, more or less.


 


TOWNSHIP 34 NORTH, RANGE
2 WEST, FIFTH P.M.


SECTION 24:


 


The North half of Northwest quarter containing 81.8
acres, more or less.


 


LESS AND EXCEPTING THE SURFACE THE SURFACE RIGHTS ONLY
TO A TRACT OF LAND BEING PART OF SECTIONS 13, 14, 23 and 24, TOWNSHIP 34 NORTH,
RANGE 2 WEST OF THE FIFTH PRINCIPAL MERIDIAN, IRON COUNTY, MISSOURI, DESCRIBED
AS FOLLOWS:


 


34-6

















 


Rider attached to and forming a part of policy or commitment
number:        #97762


Continuation of SCHEDULE    C


 


SECTION THIRTEEN


 


The Southwest Quarter of the Northwest Quarter of the
Northwest Quarter of the Northwest Quarter, The West half of the Southeast
Quarter of the Northwest Quarter of the Northwest Quarter of the Northwest
Quarter, The West half of the Southwest Quarter of the Northwest Quarter of the
Northwest Quarter, The West half of the East half of the Southwest Quarter of
the Northwest Quarter of the Northwest Quarter, The Northwest Quarter of the
Northwest Quarter of the Southwest Quarter of the Northwest Quarter, The West
half of the Northeast Quarter of the Northwest Quarter of the Southwest Quarter
of the Northwest Quarter, The South Three-Quarters of the Southwest Quarter of
the Northwest Quarter, The South Three-Quarters of the West half of the West
half of the Southeast Quarter of the Northwest -Quarter, The West half of the
Southwest Quarter, The Southeast Quarter of the Southwest Quarter, The West
half of the West half of the Northeast Quarter of the Southwest Quarter, The
South Three Quarters of the East half of the West half of the Northeast Quarter
of the Southwest Quarter, The South half of the Southeast Quarter of the
Northeast Quarter of the Southwest Quarter, The Southwest Quarter of the
Southwest Quarter of the Northwest Quarter of the Southeast Quarter, The West
half of the Northwest Quarter of the Southwest Quarter of the Southeast
Quarter, The Southwest Quarter of the Southwest Quarter of the Southeast
Quarter, The West half of the Southeast Quarter of the Southwest Quarter of the
Southeast Quarter.


 


Containing 217.6 acres, more or less.


 


SECTION FOURTEEN:


 


The Southeast Quarter of the Northeast Quarter of the Northeast
Quarter, The East half of the East half of the Southwest Quarter of the
Northeast Quarter of the Northeast Quarter, The South half of the Southeast
Quarter of the Northeast Quarter, The Northeast Quarter of the Southeast
Quarter of the Northeast Quarter, The South half of the Northwest Quarter of
the Southeast Quarter of the Northeast Quarter, The East half of the Northeast
Quarter of the Northwest Quarter of the Southeast Quarter of the Northeast
Quarter, The Northeast Quarter of the Northeast Quarter of the Northeast
Quarter of the Southeast Quarter, The Northeast Quarter of the Southeast
Quarter of the Southwest Quarter, The North half of the Southeast Quarter of
the Southeast Quarter of the Southwest Quarter, All that part of the West half
of the Southeast Quarter of the Southwest Quarter laying East of the railroad
right of way, The Southwest Quarter of the Southeast Quarter, The Southeast
Quarter of the Southeast Quarter.


 


Containing 156.3 acres, more or less.


 


EXCEPT that part of the Southeast Quarter
described as follows:  Beginning at the
Southwest corner of said Southeast Quarter; thence North 00 degrees 07 minutes
23 seconds East 400.00 feet along the West line of said Southeast Quarter; thence
South 88 degrees 52 minutes 02 seconds East 1527.17 feet; thence South 63
degrees 09 minutes 24 seconds East 432.26 feet; thence South 00 degrees 56
minutes 46 seconds West 148.19 feet; thence South 41 degrees 00 minutes 11
seconds West 83.68 feet to the South line of said Southeast Quarter; thence
North 88 degrees 52 minutes 03 seconds West 1856.43 feet to the point of
beginning, containing 16.7 acres, more or less.


 


34-7

















 


Rider attached to and forming a part of policy or commitment
number:        #97762


Continuation of SCHEDULE    C


 


Containing an aggregate 139.6 acres, more or less.


 


SECTION TWENTY-THREE


 


The Northeast Quarter of the Northeast Quarter, The
East half of the Northwest Quarter of the Northeast Quarter.


 


EXCEPT part of the Northwest Quarter of the
Northeast Quarter described as follows: Beginning at the Northeast corner of
said Northwest Quarter of the Northeast Quarter; thence South 63 degrees 22
minutes 08 seconds West 750.71 feet; thence North 00 degrees 22 minutes 20
seconds East 349.73 feet to the North line of said Northwest Quarter of the
Northeast Quarter; thence South 88 degrees 52 minutes 03 seconds East 668.93
feet along said North line of the Northwest Quarter of the Northeast Quarter to
the point of beginning, containing 2.7 acres, more or less.


 


Containing an aggregate of 57.3 acres, more or less.


 


SECTION TWENTY-FOUR


 


The Northwest Quarter of the Northwest Quarter, The North
Three-Quarters of the Northeast Quarter of the Northwest Quarter, The Southwest
Quarter of the Southwest Quarter of the Northeast Quarter of the Northwest
Quarter, The Northwest Quarter of the Northwest Quarter of the Northeast
Quarter, The West half of the Northeast Quarter of the Northwest Quarter of the
Northeast Quarter, The North half of the Southwest Quarter of the Northwest
Quarter of the Northeast Quarter.


 


Containing 92.5 acres, more or less.


 


FURTHER
EXCEPTING AND NOT INTENDED TO BE CONVEYED, all tailings
currently located on the above described Parcel Two-D.


 


III.  PARCEL THREE Parcel
Three being a portion of the same property as conveyed by General Warranty Deed
dated 31 October 1986 from Homestake Lead Company of Missouri to the Doe Run
Company, recorded in Book 294 page 582, Iron County land records.


 


A. 
TRACT I:


TOWNSHIP THIRTY-FOUR NORTH, RANGE TWO WEST, 5th P.M.

SECTION FOURTEEN


 


Northwest Quarter Northwest Quarter Southeast Quarter Northwest
Quarter;


 


South Half Northwest Quarter Southeast Quarter Northwest Quarter;


 


Southwest Quarter Southeast Quarter Northwest Quarter;


 


West Half Northeast Quarter Southwest Quarter;


 


West Half Northeast Quarter Northeast Quarter Southwest Quarter;


 


34-8

















 


Rider attached to and forming a part of policy or commitment
number:        #97762


Continuation of SCHEDULE    C


 


West Half Southeast Quarter Northeast Quarter Southwest Quarter;


 


North Half Northwest Quarter Southeast Quarter Southwest Quarter;


 


Southwest Quarter Northwest Quarter Southeast Quarter Southwest
Quarter;


 


North Half Southwest Quarter Southwest Quarter;


 


Northwest Quarter Southwest Quarter;


 


Southwest Quarter Northwest Quarter.


 


SAVE AND
EXCEPT:  A parcel of
land being part of the Northeast Quarter of the Southwest Quarter of Section
14, in Township 34 North, Range 2 West, described as follows:  Beginning at an iron rod 1294.67 feet North
of and 2348.92 feet East of the Southwest corner of said Section 14;
thence North 0° 06’ 39” West 565.60 feet to the centerline of the main track of
the Lead Branch spur of the ST. LOUIS-SAN-FRANCISCO RAILWAY:  THENCE ALONG SAID CENTERLINE South 30° 45’
22” West 653.80 feet; thence South 89° 21’ 33” East 335.46 feet to the point of
beginning, containing 2.177 acres.


 


B. 
TRACT 2:


1.  South Half of the Southwest Quarter of the
Southwest Quarter of Section 14, Township 34 North, Range 2 West; together with
the reversionary interest of the Homestake Lead Company of Missouri in a strip
of land 132 feet wide and being 66 feet on each side, of the centerline of
State Highway J, on, over and across the above described property, said strip
presently being used as an easement by the State Highway Commission of
Missouri, and said easement having been granted to the State Highway Commission
of Missouri, by Willard and Wanda Mathes in the year 1965, by deed dated
November 5, 1965, and recorded November 30, 1965, wherein said Homestake Lead
Company reserved the aforesaid reversionary interest; and all strips and gores
adjacent to or adjoining the above lands and any of them then held by them in
open, notorious and adverse possession to all others;


EXCEPTING ONLY, minerals of every kind and nature, including but not
restricted to, oil, gas and related hydrocarbons.


 


2. 
SAVE AND EXCEPT:


TRACT A:


A parcel of land being part of the Southwest Quarter of the Southwest
Quarter of Section 14, in Township 34 North, Range 2 West, described as
follows:  Beginning at a point on the
centerline of the main track of the Lead Branch spur of the ST. LOUIS-SAN
FRANCISCO RAILWAY, said point being 1227.52 feet South 88° 56’ 16” East from
the Southwest corner of said Section 14; thence South 88° 56’ 16” East
119.87 feet to an iron rod, being the Southeast corner of said Southwest
Quarter of the Southwest Quarter; thence North 0°, 20’ 14” West 201.64 feet to
the centerline of said railroad tack; thence along said centerline South 30°
45’ 22” West 232.05 feet to the point of beginning, containing 0.277 acre.


 


TRACT B:


A parcel of land being part of the Southeast Quarter of the Southwest
Quarter of Section 14, in Township 34 North, Range 2 West, described as
follows:  Beginning at an iron rod
636.72 feet


 


34-9

















 


Rider attached to and forming a part of policy or commitment
number:        #97762


Continuation of SCHEDULE    C


 


North of and 1678.71 feet East of the Southwest corner of said Section
14; thence North’ 0° 00” 37” West 99.10 feet to the centerline of the main
track of the Lead Branch spur of THE ST. LOUIS-SAN FRANCISCO RAILWAY;
thence along said centerline South 33° 45’ 22” West 114.13 feet; thence South
88° 59’ 27” East 58.39 feet to the point of beginning, containing 0.066 acre.


 


TRACT C:


A parcel of land being part of the Southeast Quarter of the Southwest
Quarter of Section 14, in Township 34 North, Range 2 West, described as
follows:  Beginning, at a point 963.27
feet North of and 2015.11 feet East of the Southwest corner of said Section 14;
thence North 0° 23’ 29” West 334.07 feet to the centerline of the main track of
the Lead Branch spur of the ST. LOUIS-SAN FRANCISCO RAILWAY; thence along
said centerline South 30° 45’ 22” West 384.49 feet; thence South 88° 57’ 4”
East 198.94 feet to the point of beginning, containing 0.762 acre.


 


TRACT 5 (Tracts 3 and 4 are not
intended to be included in this Instrument and are omitted intentionally).


 


1. 
5A:


A parcel of land being part of the Southeast Quarter of the Southwest
Quarter of Section 14, in Township 34 North, Range 2 West, described as
follows:  Beginning at the Northwest
corner of the Southwest Quarter of said Southeast Quarter of the Southwest Quarter,
said Northwest corner being 642.63 feet North of and 1343.20 feet East of the
Southwest corner of said Section 14; thence South 0° 20’ 14” East 465.98 feet
to the centerline of the main track of the Lead Branch Spur of the ST.
LOUIS-SAN FRANCISCO RAILWAY:  thence
along said centerline North 30° 45’ 22” East 536.56 feet to a point; thence
North 88° 59’ 27” West 277.17 feet to the point of beginning, containing 1.482
acres.


 


2.  5B:  A parcel of land being part of the Southeast
Quarter of the Southwest Quarter of Section 14, Township 34 North, Range 2
West, described as follows:  Beginning
at a point 969.43 feet North of and 1678.65 feet East of the Southwest corner
of said Section 14; thence South 0° 00’ 37” East 232.71 feet to the centerline
of the main track of the Lead Branch spur of the ST. LOUIS-SAN FRANCISCO
RAILWAY:  THENCE ALONG SAID CENTERLINE
North 30° 45’ 22” East 268.91 feet; thence North 88° 57’ 04” West 137.58 feet
to the point of beginning, containing 0.368 acre.


 


3.  5C:  A tract of land being part of the Southeast
Quarter of the Northwest Quarter, part of the Northeast Quarter of the
Southwest Quarter and part of the Northwest Quarter of the Southeast Quarter,
all in Section 14, Township 34 North, Range 2 West, described as follows:  Beginning at an iron rod being the center
one-quarter corner of said Section 14; thence North 45° 04’ 17” West 476.89
feet to a point; thence North 89° 21’ 38” West 335.05 feet; thence South 0° 13’
30” East 333.55 feet to a point in a lake; thence South 89° 21’ 38” East 335.05
feet to an iron rod; thence South 0° 06’ 39” East 773.25 feet to the centerline
of the main track of the Lead Branch spur of the ST. LOUIS-SAN FRANCISCO
RAILWAY; thence along said centerline North 30° 45’ 22” East 806.06 feet to a
point; thence North 45° 04’ 17” West 109.51 feet to the point of beginning,
containing 7.818 acres.


 


34-10

















 


Rider attached to and forming a part of policy or commitment
number:        #97762


Continuation of SCHEDULE    C


 


SAVE AND EXCEPT the following
reservations:


 


a.   There is hereby reserved
unto Homestake Lead Company of Missouri, jointly, their successors and assigns,
all of the oil, gas, coal, hydrocarbons, lead, zinc and all other minerals of
every description, kind and character, wherever situate, that may be produced
from the above described property, together with the right of ingress and
egress at all times for the purpose of mining, drilling, exploring, operating
and developing said lands for such minerals, and removing the same therefrom.


 


b.   There is hereby reserved
unto Homestake Lead Company of Missouri, individually and jointly, their
successors and assigns, the free and uninterrupted use, liberty and easement of
passing in and along the presently existing roadway (s) located on Tract 3 (3
(above), which road parallel the Frisco Railroad on the West side of said
railroad, and also in and along any roads on any of said tracts which presently
exist or that are constructed by The Doe Run Company in the future.  However, it is expressly understood that
Homestake Lead Company use of such road (s) shall be for the purpose of mining
and hauling ore, ore concentrates and other mine materials, and for other
operations appurtenant thereto.


 


D. 
TRACT 9  (Tracts 6, 7 and 8 are
not included in this Instrument and are omitted intentionally.)


1.   A portion of Section 14, Township 34 North,
Range 2 West, 5th Principal Meridian, described as follows:


a.   The South half of the
Northwest Quarter of the Northeast Quarter;


 


b.   The North half of the Northwest Quarter,


 


Containing 100 acres, more or less.


 


2.   A portion of Section 15,
Township 34 North, Range 2 West, 5th Principal Meridian, described as
follows:  All that part lying North and
East of Highway KK.


 


Containing 358 acres, more or less.


 


EXCEPTING
and RESERVING to the United States of America and its assigns
all oil, gas, coal and other minerals, together with the usual mining rights,
powers and privileges, including the right, at any and all times, to enter upon
the lands and use such parts of the surface as may be necessary in prospecting
for, mining, saving and removing said oil, gas, coal and other minerals.


 


D.            Tract
10.


 


1.   A tract of land being part
of the Northwest Quarter, part of the Northeast Quarter, and part of the
Southeast Quarter of Section 14, Township 34 North, Range 2 West, Iron County,
Missouri, described as follows:  Begin
at an iron rod that is the Southeast corner of the Northwest Quarter of Section
14; thence South 45° 04’ 17” East 109.51 feet to the centerline of the main
track of the lead branch spur of the Burlington Northern Railroad; thence along
said centerline North 30° 45’ 36” East 189.46 feet to a point; thence North 52°
59’ 42” West 221.49 feet to a point; thence North 0° 38’ 24” West 652.48 feet
to a point; thence North 52° 21’ 16” West 198.44 feet to a point; thence North
88° 15’ 03” West 508.27 feet to an iron pin; thence South 0° 13’ 07” East


 


34-11

















 


Rider attached to and forming a part of policy or commitment
number:        #97762


Continuation of SCHEDULE    C


 


666.95 feet to an iron pin; thence South 89° 21’ 38” East 335.05 feet
to an iron pin; thence South 45° 04’ 17” East 476.89 feet to the-point of
beginning, containing 11.84 acres, more or less.


 


SAVE AND EXCEPT the following
reservations:


 


There is hereby reserved unto Grantors, jointly, their successors and
assigns, all of the oil, gas, coal, hydrocarbons, lead, zinc and all other
minerals of every description, kind and character, wherever situate, that may
be produced from the above described property, together with the right of
ingress and egress at all times for the purpose of mining, drilling, exploring,
operating and developing said lands for such minerals, and removing same
therefrom.


 


34-12

















 


SCHEDULE I


 


Buick Permits


 


	
  Name of Permit

  	
   

  	
  Issuing
  Agency

  	
   

  	
  Description

  
	
  Missouri State Operating Permit  

  

  Permit No. MO-0000337

  	
   

  	
  Missouri Department of Natural Resources, Missouri Clean
  Water Commission

  	
   

  	
  Permit for water treatment and discharge.  Industrial process wastewater, process
  stormwater, and primary treated sanitary wastewater is treated in a
  wastewater plant with a design capacity of 950,000 gallons per day.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Resource Recovery Facility Certification  

  

  Certification No. RR0344

  	
   

  	
  Missouri Department of Natural Resources, Hazardous
  Waste Program

  	
   

  	
  Certification for processing of wastes listed in the
  approved application.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Metallic Minerals 

  Waste Management 

  

  Permit  Permit No. MM-002

  	
   

  	
  Missouri Department of Natural Resources, Division
  of Environmental Quality

  	
   

  	
  Permit for metallic minerals waste management
  activities and site closure provisions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Part I Permit, Hazardous Waste Management
  Facility  

  

  Permit No. MOD 059 200-089

  	
   

  	
  Missouri Department of Natural Resources, Office of
  the Director

  	
   

  	
  Permit for container storage of batteries, battery
  components, and lead bearing dust/sludge. Management of lead bearing wastes
  in a drum shredder.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title V Operating Permit  

  

  Application Pending

  	
   

  	
  Missouri Department of Natural Resources, Air
  Pollution Control Program

  	
   

  	
  Clean Air Act Operating Permit for Buick Resource
  Recycling Division.  Encompasses all
  prior air permits and permits to construct.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Permit to Construct 
  

  

  Permit No. 0989-003

  	
   

  	
  Missouri Department of Natural Resources, Office of
  the Director

  	
   

  	
  Permission to construct a secondary lead operation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Permit to Construct 
  

  

  Permit No. 0997-006

  	
   

  	
  Missouri Department of Natural Resources, Missouri
  Air Conservation Commission

  	
   

  	
  Permit for installation of a “sweat” (metal
  reclamation) furnace, mold pouring, and material screening process.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Permit to Construct 
  

  

  Permit No. 0297-015

  	
   

  	
  Missouri Department of Natural Resources, Missouri
  Air Conservation Commission

  	
   

  	
  Permit of installation of a slag treatment system
  consisting of a hopper, blender, material silo and two conveyors.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Permit to Construct 
  

  

  Permit No. 1093-010

  	
   

  	
  Missouri Department of Natural Resources, Missouri
  Air Conservation Commission

  	
   

  	
  Permit for LPG burner to flame skim lead bar
  surfaces.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Permit Construct 
  

  

  Permit No. 1095-009

  	
   

  	
  Missouri Department of Natural Resources, Missouri
  Air Conservation Commission

  	
   

  	
  Permit for installation of a baghouse dust
  agglomeration furnace with associated screw conveyors and surge bin.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Permit to Construct 
  

  

  Permit No. 1093-003

  	
   

  	
  Missouri Department of Natural Resources, Missouri
  Air Conservation Commission

  	
   

  	
  Permit for a metal reclamation furnace with fugitive
  dust capture hoods.  The system includes
  afterburner control and exhausts to main baghouse collector.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Permit to Construct 
  

  

  Permit No. 0693-103

  	
   

  	
  Missouri Department of Natural Resources, Missouri
  Air Conservation Commission

  	
   

  	
  Permit for a new source operation equipped with
  hoods and an afterburner.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prevention of Significant Deterioration (“PSD”)
  application dated October 17, 2001.

  	
   

  	
  Missouri Department of Natural Resources, Air
  Pollution Control Program

  	
   

  	
  Permit for increased production for an overall lead
  production limit of 200,000 tons/year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Clean Air Act § 122(j) MACT Part 1
  Application 

  

  Project No. 2002-05-071

  

  Application Pending

  	
   

  	
  Missouri Department of Natural Resources, Air
  Pollution Control Program

  	
   

  	
  MACT permit for propane fired boiler.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Variance from production limits established in 10
  CSR 10-6.120(2)(C) Table IV

  	
   

  	
  Missouri Department of Natural Resources, Air
  Pollution Control Program

  	
   

  	
  Variance from existing production limits to better
  utilize furnace capacity.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Public Drinking Water Supply

  

  Permit No. 4180635

  	
   

  	
  Missouri Department of Natural Resources, – Public
  Drinking Water Program

  	
   

  	
  Approval for a non-community water system to
  dispense to public.

  



 

















 


SCHEDULE II


 


Warranties and
Representations—Carveouts


 


1.1                                 No
Hazardous Materials at Property. 
Except for the following:  (1) To
the extent that they are not considered Hazardous Materials used in the
ordinary course of Indemnitors’ business, Hazardous Materials originating in
feed materials or otherwise used at the Property, including lead, have been and
are being generated, stored, transported, utilized, disposed of, released into
the air, water, or soil, or located on or about the Property; and (2) Hazardous
Materials generated, stored, transported, utilized, disposed of, released, or
located on or about the Property by prior owners of the Property.


 


1.2                                 No
Violations Claimed re Property or Indemnitors.  Except for the following: 
(1) A notice of violation of the Secondary Lead MACT requirements for
fugitive emissions which has been resolved by a settlement agreement with the
State of Missouri dated March 31, 2000 which establishes a compliance schedule
whereby the Borrower will have functioning by May 1, 2003, certain emission
control equipment; and (2) Violation of OSHA PEL standard for lead, which situation
is addressed by a Petition for Modification of Abatement approved by OSHA.


 


1.3                                 No
Liability to Governmental Authorities. 
Except for the following:  (1)
Although not notified of any such liability by Governmental Authorities, there
may be liability to Governmental Authorities under CERCLA due to releases of
hazardous substances from the Property.


 


1.4                                 No
Lien on Property.  None.


 


1.5                                 No
Enforcement Actions.  None.


 


1.6                                 No
Knowledge of Violations re Surrounding Property.  Except for the following:  (1) In the course of the review by Governmental Authorities of the
Corrective Measures Study submitted under requirements of the Hazardous Waste
permit for the Buick facility currently held by the Borrower, Governmental
Authorities’ personnel have indicated that they may require an assessment of
potential releases of hazardous substances from the Property to Surrounding
Property.