EXHIBIT 4.5.1


 


Execution Copy


 


THE
DOE RUN RESOURCES CORPORATION,


 


as
Issuer


 


and


 


the
GUARANTORS named herein,


 


as
Guarantors


 


and


 


STATE
STREET BANK AND TRUST COMPANY,


 


as
Trustee


 












 


INDENTURE


 


Dated
as of October 29, 2002


 












 


11
3/4% Notes due 2008


 

















 


CROSS-REFERENCE TABLE


 


	
  TIA

  Section

  	
   

  	
  Indenture

  Section

  
	
   

  	
   

  	
   

  
	
  310

  	
  (a)(1)

  	
   

  	
  7.10

  
	
   

  	
  (a)(2)

  	
   

  	
  7.10

  
	
   

  	
  (a)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(4)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(5)

  	
   

  	
  7.10

  
	
   

  	
  (b)

  	
   

  	
  7.08; 7.10;
  12.02

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  311

  	
  (a)

  	
   

  	
  7.11

  
	
   

  	
  (b)

  	
   

  	
  7.11

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  312

  	
  (a)

  	
   

  	
  2.05

  
	
   

  	
  (b)

  	
   

  	
  12.03

  
	
   

  	
  (c)

  	
   

  	
  12.03

  
	
  313

  	
  (a)

  	
   

  	
  7.06

  
	
   

  	
  (b)(1)

  	
   

  	
  N.A.

  
	
   

  	
  (b)(2)

  	
   

  	
  7.06

  
	
   

  	
  (c)

  	
   

  	
  7.06; 12.02

  
	
   

  	
  (d)

  	
   

  	
  7.06

  
	
  314

  	
  (a)

  	
   

  	
  4.07; 4.09;
  12.02

  
	
   

  	
  (b)

  	
   

  	
  10.02

  
	
   

  	
  (c)(1)

  	
   

  	
  12.04

  
	
   

  	
  (c)(2)

  	
   

  	
  12.04

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (d)

  	
   

  	
  10.03

  
	
   

  	
  (e)

  	
   

  	
  12.05

  
	
   

  	
  (f)

  	
   

  	
  N.A

  
	
  315

  	
  (a)

  	
   

  	
  7.01(b)

  
	
   

  	
  (b)

  	
   

  	
  7.05; 12.02

  
	
   

  	
  (c)

  	
   

  	
  7.01(a)

  
	
   

  	
  (d)

  	
   

  	
  7.01(c)

  
	
   

  	
  (e)

  	
   

  	
  6.11

  
	
  316

  	
  (a)(last
  sentence)

  	
   

  	
  2.09

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  6.05

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.04

  
	
   

  	
  (a)(2)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  6.07; 9.04

  
	
  317

  	
  (a)(1)

  	
   

  	
  6.08

  
	
   

  	
  (a)(2)

  	
   

  	
  6.09

  
	
   

  	
  (b)

  	
   

  	
  2.04

  
	
  318

  	
  (a)

  	
   

  	
  12.01

  
	
   

  	
  (c)

  	
   

  	
  12.01

  
						



 












 


N.A. means Not Applicable


 


i

















 


NOTE:  This Cross-Reference Table shall not, for
any purpose, be deemed to be a part of this Indenture.


 


ii

















 


TABLE OF CONTENTS


 


	
  ARTICLE I. DEFINITIONS AND INCORPORATION BY
  REFERENCE

  
	
   

  
	
  SECTION
  1.01. Definitions

  
	
  SECTION
  1.02. Incorporation by Reference of TIA

  
	
  SECTION
  1.03. Rules of Construction

  
	
   

  
	
  ARTICLE II. THE SECURITIES

  
	
   

  
	
  SECTION
  2.01. Form and Dating

  
	
  SECTION
  2.02. Execution and Authentication

  
	
  SECTION
  2.03. Registrar and Paying Agent

  
	
  SECTION
  2.04. Paying Agent To Hold Assets in Trust

  
	
  SECTION
  2.05. Securityholder Lists

  
	
  SECTION
  2.06. Transfer and Exchange

  
	
  SECTION
  2.07. Replacement Securities

  
	
  SECTION
  2.08. Outstanding Securities

  
	
  SECTION
  2.09. Treasury Securities

  
	
  SECTION
  2.10. Temporary Securities

  
	
  SECTION
  2.11. Cancellation

  
	
  SECTION
  2.12. Defaulted Interest

  
	
  SECTION
  2.13. CUSIP Number

  
	
  SECTION
  2.14. Designation

  
	
   

  
	
  ARTICLE III. REDEMPTION

  
	
   

  
	
  SECTION
  3.01. Optional Redemption

  
	
  SECTION
  3.02. Notices to Trustee

  
	
  SECTION
  3.03. Selection of Securities To Be Redeemed or Purchased

  
	
  SECTION
  3.04. Notice of Redemption or Purchase

  
	
  SECTION
  3.05. Effect of Notice of Redemption or Purchase

  
	
  SECTION
  3.06. Deposit of Redemption Price or Purchase Price

  
	
  SECTION
  3.07. Securities Redeemed or Purchased in Part

  
	
   

  
	
  ARTICLE IV. COVENANTS

  
	
   

  
	
  SECTION
  4.01. Payment of Securities

  
	
  SECTION
  4.02. Maintenance of Office or Agency

  
	
  SECTION
  4.03. Limitation on Restricted Payments

  
	
  SECTION
  4.04. Corporate Existence

  
	
  SECTION
  4.05. Payment of Taxes and Other Claims

  
	
  SECTION
  4.06. Maintenance of Properties and Insurance

  
	
  SECTION
  4.07. Compliance Certificate; Notice of Default

  
	
  SECTION
  4.08. Compliance with Laws

  
	
  SECTION
  4.09. SEC Reports and Other Information

  
	
  SECTION
  4.10. Waiver of Stay, Extension or Usury Laws

  
	
  SECTION
  4.11. Limitation on Transactions with Affiliates

  
	
  SECTION
  4.12. Limitation on Indebtedness

  



 


i

















 


	
  SECTION
  4.13. Limitation on Dividends and Other Payment Restrictions Affecting
  Restricted Subsidiaries

  
	
  SECTION
  4.14. Limitation on Liens

  
	
  SECTION
  4.15. Change of Control

  
	
  SECTION
  4.16. Limitation on Sale of Assets

  
	
  SECTION
  4.17. Limitation on Sale/Leaseback Transactions

  
	
  SECTION
  4.18. Limitation on Preferred Stock of Restricted Subsidiaries

  
	
  SECTION
  4.19. Qualifying Investment Requirements

  
	
  [Intentionally omitted.]

  
	
  SECTION
  4.20. Future Guarantees

  
	
  SECTION
  4.21. Conduct of Business

  
	
  SECTION
  4.22. Impairment of Security Interest

  
	
  SECTION
  4.23. Amendment to Collateral Documents

  
	
  SECTION
  4.24. Inspection and Confidentiality

  
	
   

  
	
  ARTICLE V. SUCCESSOR CORPORATION

  
	
   

  
	
  SECTION
  5.01. When Company May Merge, Etc.

  
	
  SECTION
  5.02. Successor Corporation Substituted

  
	
   

  
	
  ARTICLE VI. DEFAULT AND REMEDIES

  
	
   

  
	
  SECTION
  6.01. Events of Default

  
	
  SECTION
  6.02. Acceleration

  
	
  SECTION
  6.03. Other Remedies

  
	
  SECTION
  6.04. Waiver of Past Defaults

  
	
  SECTION
  6.05. Control by Majority

  
	
  SECTION
  6.06. Limitation on Suits

  
	
  SECTION
  6.07. Rights of Holders To Receive Payment

  
	
  SECTION
  6.08. Collection Suit by Trustee

  
	
  SECTION
  6.09. Trustee May File Proofs of Claim

  
	
  SECTION
  6.10. Priorities

  
	
  SECTION
  6.11. Undertaking for Costs

  
	
  SECTION
  6.12. Ranking

  
	
   

  
	
  ARTICLE VII. TRUSTEE

  
	
   

  
	
  SECTION
  7.01. Duties of Trustee

  
	
  SECTION
  7.02. Rights of Trustee

  
	
  SECTION
  7.03. Individual Rights of Trustee

  
	
  SECTION
  7.04. Trustee’s Disclaimer

  
	
  SECTION
  7.05. Notice of Default

  
	
  SECTION
  7.06. Reports by Trustee to Holders

  
	
  SECTION
  7.07. Compensation and Indemnity

  
	
  SECTION
  7.08. Replacement of Trustee

  
	
  SECTION
  7.09. Successor Trustee by Merger, Etc.

  
	
  SECTION
  7.10. Eligibility; Disqualification

  
	
  SECTION
  7.11. Preferential Collection of Claims Against Company

  
	
   

  
	
  ARTICLE VIII. DISCHARGE OF INDENTURE;
  DEFEASANCE

  
	
   

  
	
  SECTION
  8.01. Termination of Company’s Obligations

  
	
  SECTION
  8.02. Legal Defeasance and Covenant Defeasance

  
	
  SECTION
  8.03. Application of Trust Money

  



 


ii

















 


	
  SECTION
  8.04. Repayment to Company

  
	
  SECTION
  8.05. Reinstatement

  
	
   

  
	
  ARTICLE IX. AMENDMENTS, SUPPLEMENTS AND
  WAIVERS

  
	
   

  
	
  SECTION
  9.01. Without Consent of Holders

  
	
  SECTION
  9.02. With Consent of Holders

  
	
  SECTION
  9.03. Compliance with TIA

  
	
  SECTION
  9.04. Revocation and Effect of Consents

  
	
  SECTION
  9.05. Notation on or Exchange of Securities

  
	
  SECTION
  9.06. Trustee To Sign Amendments, Etc.

  
	
   

  
	
  ARTICLE X. COLLATERAL DOCUMENTS

  
	
   

  
	
  SECTION
  10.01. Collateral and Collateral Documents

  
	
  SECTION
  10.02. Recording; Priority; Opinions, Etc.

  
	
  SECTION
  10.03. Release of Collateral

  
	
  SECTION
  10.04. Disposition of Collateral Without Release

  
	
  SECTION
  10.05. Eminent Domain and Other Governmental Takings

  
	
  SECTION
  10.06. Trust Indenture Act Requirements

  
	
  SECTION
  10.07. Suits To Protect Collateral

  
	
  SECTION
  10.08. Purchaser Protected

  
	
  SECTION
  10.09. Powers Exercisable by Receiver or Trustee

  
	
  SECTION
  10.10. Determinations Relating to Collateral

  
	
  SECTION
  10.11. Form and Sufficiency of Release

  
	
  SECTION
  10.12. Possession and Use of Collateral

  
	
  SECTION
  10.13. Disposition of Obligations Received

  
	
  SECTION
  10.14. Release upon Termination of the Company’s and its Subsidiaries'
  Obligations

  
	
   

  
	
  ARTICLE XI. APPLICATION OF TRUST MONEYS

  
	
   

  
	
  SECTION
  11.01. “Trust Moneys” Defined

  
	
  SECTION
  11.02. Withdrawals of Insurance Proceeds and Condemnation Awards

  
	
  SECTION
  11.03. Withdrawal of Trust Moneys on Basis of Retirement of Securities

  
	
  SECTION
  11.04. Withdrawal of Trust Moneys for Reinvestment

  
	
  SECTION
  11.05. Powers Exercisable Notwithstanding Default or Event of Default

  
	
  SECTION
  11.06. Powers Exercisable by Trustee or Receiver

  
	
  SECTION
  11.07. Investment of Trust Moneys

  
	
   

  
	
  ARTICLE XII. MISCELLANEOUS

  
	
   

  
	
  SECTION
  12.01. TIA Controls

  
	
  SECTION
  12.02. Notices

  
	
  SECTION
  12.03. Communications by Holders with Other Holders

  
	
  SECTION
  12.04. Certificate and Opinion as to Conditions Precedent

  
	
  SECTION
  12.05. Statements Required in Certificate or Opinion

  
	
  SECTION
  12.06. Rules by Trustee, Paying Agent, Registrar

  
	
  SECTION
  12.07. Legal Holidays

  
	
  SECTION
  12.08. Governing Law

  
	
  SECTION
  12.09. No Adverse Interpretation of Other Agreements

  
	
  SECTION
  12.10. No Recourse Against Others

  
	
  SECTION
  12.11. Successors

  
	
  SECTION
  12.12. Duplicate Originals

  



 


iii

















 


	
  SECTION
  12.13. Severability

  
	
   

  
	
  ARTICLE XIII. GUARANTEE OF SECURITIES

  
	
   

  
	
  SECTION
  13.01. Unconditional Guarantee

  
	
  SECTION
  13.02. Limitations on Guarantees

  
	
  SECTION
  13.03. Execution and Delivery of Guarantee

  
	
  SECTION
  13.04. Release of a Guarantor

  
	
  SECTION
  13.05. Waiver of Subrogation

  
	
  SECTION
  13.06. Immediate Payment

  
	
  SECTION
  13.07. No Set-Off

  
	
  SECTION
  13.08. Obligations Continuing

  
	
  SECTION
  13.09. Obligations Reinstated

  
	
  SECTION
  13.10. Obligations Not Affected

  
	
  SECTION
  13.11. Waiver

  
	
  SECTION
  13.12. No Obligation To Take Action Against the Company

  
	
  SECTION
  13.13. Dealing with the Company and Others

  
	
  SECTION
  13.14. Default and Enforcement

  
	
  SECTION
  13.15. Amendment, Etc.

  
	
  SECTION
  13.16. Acknowledgment

  
	
  SECTION
  13.17. Costs and Expenses

  
	
  SECTION
  13.18. No Waiver; Cumulative Remedies

  
	
  SECTION
  13.19. Survival of Obligations

  
	
  SECTION
  13.20. Guarantee in Addition to Other Obligations

  
	
  SECTION
  13.21. Severability

  
	
  SECTION
  13.22. Successors and Assigns

  



 


iv

















 


	
  Exhibit A

  	
   

  	
  Form of a Series A Note

  
	
  Exhibit B

  	
   

  	
  Form of Guarantee

  
	
  Exhibit C

  	
   

  	
  Form of Mortgage

  



 


Note: This Table of Contents
shall not, for any purpose, be deemed to be part of this Indenture.


 


v

















 


INDENTURE, dated as of
October 29, 2002, by and among THE DOE RUN RESOURCES CORPORATION, a New York
corporation (the “Company”), as issuer, FABRICATED PRODUCTS, INC., a Delaware
corporation, as guarantor, DOE RUN CAYMAN LTD., a Cayman Islands company, as
guarantor, THE BUICK RESOURCE RECYCLING FACILITY LLC, a Delaware limited
liability company, as guarantor, DR LAND HOLDINGS, LLC, a Delaware limited
liability company, as guarantor, DOE RUN PERU S.R.L., a Peruvian company, as
guarantor, and DOE RUN DEVELOPMENT S.A.C., a Peruvian corporation, as
guarantor, and STATE STREET BANK AND TRUST COMPANY, as Trustee (the “Trustee”).


 


Each party hereto agrees as
follows for the benefit of the other parties and for the equal and ratable
benefit of the Holders of the Company’s 113⁄4% Notes due 2008:


 


ARTICLE I.


 


DEFINITIONS
AND INCORPORATION BY REFERENCE


 


SECTION 1.01.                                                                 Definitions.


 


“Acquired Indebtedness”
means Indebtedness of a person or any of its Subsidiaries existing at the time
such person becomes a Subsidiary (Restricted Subsidiary, in the case of the
Company) or assumed in connection with the acquisition of assets from such
person, including, without limitation, Indebtedness incurred by such person in
connection with, or in anticipation or contemplation of, such person becoming a
Subsidiary (Restricted Subsidiary, in the case of the Company) or such
acquisition.


 


“Affiliate” of any specified
person means any other person, directly or indirectly, controlling or
controlled by or under direct or indirect common control with such specified
person.  For the purposes of this
definition, “control” when used with respect to any person means the power to
direct the management and policies of such person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms “affiliated,” “controlling” and “controlled” have meanings
correlative of the foregoing.  For
purposes of Section 4.11, the term “Affiliate” shall include any person who, as
a result of any transaction described therein, would become an Affiliate.


 


“Affiliate Transaction” has
the meaning provided in Section 4.11(a).


 


“Agent” means any Registrar
or Paying Agent.


 


“Appraiser” means a Person
who in the course of its business appraises property and who is a member in
good standing of the American Institute of Real Estate Appraisers, recognized
and licensed to do business in the jurisdiction where the applicable Real
Property is located.


 


“Asset Acquisition” means
(i) an Investment by the Company or any Restricted Subsidiary in any other
person pursuant to which such person shall become a Restricted Subsidiary or a
Subsidiary of a Restricted Subsidiary or shall be merged with the Company or
any Restricted Subsidiary or (ii) the acquisition by the Company or any Restricted
Subsidiary of


 


1

















 


the assets of any person which constitute all
or substantially all of the assets of such person or any division or line of
business of such person.


 


“Asset Sale” means any
direct or indirect sale, issuance, conveyance, transfer, lease, assignment or
other transfer for value by the Company or any of the Restricted Subsidiaries
(including, without limitation, any Sale/leaseback (other than a Sale/leaseback
of an asset constituting Collateral)) to any person, in one transaction or a
Series of related transactions, of (i) any Capital Stock of any Restricted
Subsidiary; (ii) all or substantially all of the properties and assets of any
division or line of business of the Company or any Restricted Subsidiary; or
(iii) any other properties or assets of the Company or any Restricted
Subsidiary other than in the ordinary course of business.  For the purposes of this definition, the
term “Asset Sale” shall not include (i) any sale, issuance, conveyance,
transfer, lease or other disposition of properties or assets that is
consummated in accordance with the provisions of Article Five and (ii) the sale
of inventory in the ordinary course of business or dispositions of surplus
undeveloped mineral interests pursuant to joint venture earn-outs or similar
arrangements.


 


“Asset Sale Offer” has the
meaning provided in Section 4.16(a)(ii).


 


“Asset Sale Offer Payment
Date” means, with respect to any Available Amount from an Asset Sale, the
earlier of (x) the 180th day following receipt of such Available Amount or (y)
such earlier date on which an Asset Sale Offer shall expire.


 


“Asset Sale Release Notice”
has the meaning provided in Section 10.03(b)(i).


 


“Available Amount” has the
meaning provided in Section 4.16(a)(ii).


 


“Bankruptcy Law” means Title
11 of the U.S. Code or any similar Federal, state or foreign law for the relief
of debtors.


 


“BCP” means Banco de Credito
del Peru, a Peruvian financial institution.


 


“Board of Directors” means,
with respect to any person, the Board of Directors of such person or any
committee of the Board of Directors of such person duly authorized, with
respect to any particular matter, to exercise the power of the Board of
Directors of such person.


 


“Board Resolution” means
with respect to any person, a copy of a resolution certified by the Secretary
or an Assistant Secretary of such person to have been duly adopted by the Board
of Directors of such person and to be in full force and effect on the date of
such certification, and delivered to the Trustee.


 


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


 


“Business Day” means any day
that is not a Legal Holiday.


 


“Capital Expenditures” shall
mean payments for any assets, or improvements, replacements, substitutions or
additions thereto, that have a useful life of more than one year and


 


2

















 


which, in accordance with GAAP consistently
applied, are required to be capitalized (as opposed to expensed in the period
in which the payment occurred).


 


“Capital Lease,” as applied
to any person, means any lease of (or any agreement conveying the right to use)
any property (whether real, personal or mixed) by such person as lessee which,
in conformity with GAAP, is required to be accounted for as a capital lease on
the balance sheet of such person.


 


“Capital Stock” means, with
respect to any person, any and all shares, interests, participation or other
equivalents (however designated) of such person’s capital stock, whether
outstanding at the Issue Date or issued after the Issue Date, and any and all
rights, warrants or options exchangeable for or convertible into such capital
stock (but excluding any debt security that is exchangeable for or convertible
into such capital stock).


 


“Capitalized Lease
Obligation” means, as to any person, the obligations of such person under a
Capital Lease and, for purposes of this Indenture, the amount of such
obligations at any date shall be the capitalized amount of such obligations at
such date, determined in accordance with GAAP.


 


“Cash Equivalents” means (i)
marketable direct obligations issued by, or unconditionally guaranteed by, the
United States Government or issued by any agency thereof and backed by the full
faith and credit of the United States, in each case maturing within two years
from the date of acquisition thereof; (ii) marketable direct obligations issued
by any state of the United States of America or any political subdivision of
any such state or any public instrumentality thereof maturing within two years
from the date of acquisition thereof and, at the time of acquisition, having
one of the two highest ratings obtainable from either Standard & Poor’s
Ratings Services, a division of The McGraw Hill Companies, Inc. (“S&P”), or
Moody’s Investors Service, Inc. (“Moody’s”); (iii) commercial paper maturing no
more than two years from the date of creation thereof and, at the time of
acquisition, having a rating of at least A-1 from S&P or at least P-1 from
Moody’s; (iv) certificates of deposit or bankers’ acceptances maturing within
two years from the date of acquisition thereof issued by any commercial bank
organized under the laws of the United States of America or any state thereof
or the District of Columbia or any U.S. branch of a foreign bank having at the
date of acquisition thereof combined capital and surplus of not less than
$500,000,000; (v) repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clause (i) above
entered into with any bank meeting the qualifications specified in clause (iv)
above; and (vi) investments in money market funds which invest substantially
all their assets in securities of the types described in clauses (i) through (v)
above.  Notwithstanding the foregoing,
for the purposes of clause (i) of the definition of “Permitted Investments,”
20% of the Cash Equivalents may include securities having a rating of at least
BBB by S&P and Baa by Moody’s.


 


“Centromin” shall mean Empresa
Minera del Centro del Peru S.A.


 


“Change of Control” means
the occurrence of one or more of the following events: (i) any direct or
indirect sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the assets
of the Company, DRA or Renco to any person or group of related persons for
purposes of Section 13(d) of the Exchange Act (a


 


3

















 


“Group”) (other than a Permitted Holder or a
Group controlled by a Permitted Holder), together with any Affiliates thereof
(whether or not otherwise in compliance with the provisions of this Indenture);
(ii) the approval by the holders of Capital Stock of the Company, DRA or Renco,
as the case may be, of any plan or proposal for the liquidation or dissolution
of the Company, DRA or Renco, as the case may be (whether or not otherwise in
compliance with the provisions of this Indenture); (iii) the acquisition in one
or more transactions of “beneficial ownership” (within the meaning of Rules
13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to
have “beneficial ownership” of all securities that such person has the right to
acquire, whether such right is exercisable immediately or only after the
passage of time) by any person, entity or Group (other than a Permitted Holder
or a Group controlled by any Permitted Holder) of any Capital Stock of the
Company, DRA or Renco such that, as a result of such acquisition, such person,
entity or Group either (A) beneficially owns (within the meaning of Rules 13d-3
and 13d-5 under the Exchange Act), directly or indirectly, more than 50% of the
Company’s, DRA’s or Renco’s then outstanding voting securities entitled to vote
on a regular basis in an election for a majority of the Board of Directors of
the Company, DRA or Renco or (B) otherwise has the ability to elect, directly
or indirectly, a majority of the members of the Company’s, DRA’s or Renco’s
Board of Directors; or (iv) the shareholders of Renco as of the Issue Date and
the Permitted Holders shall cease to own at least 50% of the equity of Renco
owned by such shareholders on the Issue Date. 
Notwithstanding anything to the contrary herein, a merger of DRA with
and into the Company or Renco shall not constitute a “Change of Control”
hereunder.  In deeming a sale of assets
by a corporation to be a sale of “all or substantially all its assets” under
New York law, the focus is not on the dollar amount involved, but rather on the
nature of the sale as it affects the ability of the corporation to conduct the
business for which it was established. 
If the sale of certain assets is significant enough to render the
corporation unable, in whole or in part, to accomplish the purposes or objects
for which it was incorporated, such sale is not in the ordinary course of
business and would be deemed a sale of “all or substantially all of its
assets.”  So long as the corporation
remains able to conduct its business, the sale of such corporation’s assets,
even its sole asset, may be within the ordinary course of business and will not
be deemed a sale of “all or substantially all its assets.”


 


“Change of Control Date” has
the meaning provided in Section 4.15(a).


 


“Change of Control Offer”
has the meaning provided in Section 4.15(a).


 


“Change of Control Payment
Date” has the meaning provided in Section 4.15(b)(2).


 


“Collateral” means,
collectively, all of the property and assets (including, without limitation,
Trust Moneys) that are from time to time subject to a security interest created
in favor of the Collateral Agent pursuant to the Collateral Documents.


 


“Collateral Account” has the
meaning provided in Section 11.01.


 


“Collateral Agent” shall
mean State Street Bank and Trust Company, a Massachusetts trust company, as
Trustee, in its capacity as collateral agent under the Collateral Documents,
and any successor thereto in such capacity.


 


4

















 


“Collateral Documents”
means, collectively, the Security Agreement, the Mortgage, the Intercreditor
Agreement and all other instruments or documents entered into or delivered in
connection with any of the foregoing, as such agreements, instruments or
documents may be amended, amended and restated, supplemented or otherwise
modified from time to time.


 


“Collateral Proceeds” has
the meaning provided in Section 4.16 (a)(ii).


 


“Company” means the party
named as such in this Indenture until a successor replaces it pursuant to this
Indenture and thereafter means such successor.


 


“Company Order” means a
written order or request signed in the name of the Company by its President or
a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary
or an Assistant Secretary, and delivered to the Trustee.


 


“Consolidated EBITDA” means,
with respect to any person, for any period, the sum (without duplication) of
(i) Consolidated Net Income, (ii) to the extent Consolidated Net Income has
been reduced thereby, all income taxes of such person and its Subsidiaries
(Restricted Subsidiaries, in the case of the Company) paid or accrued in
accordance with GAAP for such period (other than income taxes attributable to
extraordinary, unusual or non-recurring gains or losses), Consolidated Interest
Expense (net of any interest income), amortization expense (including
amortization of deferred financing costs) and depletion and depreciation
expense and (iii) other non-cash items (other than non-cash interest) reducing
Consolidated Net Income (including, without limitation, any non-cash charges in
respect of post-employment benefits for health care, life insurance and
long-term disability benefits required in accordance with GAAP) less other
non-cash items increasing Consolidated Net Income, all as determined on a
consolidated basis for such person and its Subsidiaries (Restricted
Subsidiaries, in the case of the Company) in accordance with GAAP.


 


“Consolidated Fixed Charge
Coverage Ratio” means, with respect to any person, the ratio of Consolidated
EBITDA of such person during the four full fiscal quarters (the “Four Quarter
Period”) ending on or prior to the date of the transaction giving rise to the
need to calculate the Consolidated Fixed Charge Coverage Ratio (the
“Transaction Date”) to Consolidated Fixed Charges of such person for the Four
Quarter Period.  For purposes of this
definition, if the Transaction Date occurs prior to the date on which four full
fiscal quarters have elapsed subsequent to the Issue Date and financial
statements with respect thereto are available, “Consolidated EBITDA” and “Consolidated
Fixed Charges” shall be calculated, in the case of the Company, after giving
effect on a pro forma basis to the issuance of the Securities ] (if four full
fiscal quarters have not elapsed subsequent to the issue date of the Existing
Securities and on or prior to the Transaction Date) and the application of the
net proceeds therefrom as if the Securities were issued on the first day of the
Four Quarter Period.  In addition to and
without limitation of the foregoing, for purposes of this definition, “Consolidated
EBITDA” and “Consolidated Fixed Charges” shall be calculated after giving
effect on a pro forma basis for the period of such calculation to (i) the
incurrence of any Indebtedness (and the application of the net proceeds
therefrom) of such person or any of its Subsidiaries (Restricted Subsidiaries,
in the case of the Company) giving rise to the need to make such calculation
and any incurrence of other Indebtedness at any time on or after the first day
of the Four Quarter Period and on or prior to the Transaction Date (the
“Reference Period”), as if such incurrence occurred on the first day of the


 


5

















 


Reference Period and (ii) any Asset Sales or
Asset Acquisitions (including, without limitation, any Asset Acquisition giving
rise to the need to make such calculation as a result of such person or one of
its Subsidiaries (Restricted Subsidiaries, in the case of the
Company)(including any person who becomes a Subsidiary (Restricted Subsidiary,
in the case of the Company) as a result of the Asset Acquisition) incurring,
assuming or otherwise being liable for Acquired Indebtedness) occurring during
the Reference Period, as if such Asset Sale or Asset Acquisition (including the
incurrence, assumption or liability for any such Indebtedness or Acquired
Indebtedness) occurred on the first day of the Reference Period.  If such person or any of its Subsidiaries
(Restricted Subsidiaries, in the case of the Company) directly or indirectly
guarantees Indebtedness of a third person, the preceding sentence shall give
effect to the incurrence of such guaranteed Indebtedness as if such person or
any Subsidiary (Restricted Subsidiary, in the case of the Company) of such
person had directly incurred or otherwise assumed such guaranteed
Indebtedness.  Furthermore, in
calculating “Consolidated Fixed Charges” for purposes of determining the
denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage
Ratio,” (1) interest on Indebtedness determined on a fluctuating basis as of
the Transaction Date and which will continue to be so determined thereafter
shall be deemed to have accrued at a fixed rate per annum equal to the rate of
interest on such Indebtedness in effect on the Transaction Date, and (2)
notwithstanding clause (1) above, interest on Indebtedness determined on a
fluctuating basis, to the extent such interest is covered by agreements
relating to Interest Rate Protection Obligations, shall be deemed to accrue at
the rate per annum resulting after giving effect to the operation of such
agreements.


 


“Consolidated Fixed Charges”
means, with respect to any person for any period, the sum of, without
duplication, the amounts for such period, taken as a single accounting period,
of (i) Consolidated Interest Expense of such person (net of any interest
income) less non-cash amortization of deferred financing costs and (ii) the
product of (x) the amount of all dividends declared, paid or accrued on
Preferred Stock of such person during such period times (y) a fraction, the
numerator of which is one and the denominator of which is one minus the then
current effective consolidated Federal, state, local and foreign tax rate
(expressed as a decimal number between 1 and 0) of such person during such
period (as reflected in the audited consolidated financial statements of such
person for the most recently completed fiscal year).


 


“Consolidated Interest
Expense” means, with respect to any person for any period, without duplication,
the sum of (i) the interest expense of such person and its Subsidiaries
(Restricted Subsidiaries, in the case of the Company) for such period as
determined on a consolidated basis in accordance with GAAP consistently
applied, including, without limitation, (a) any amortization of debt discount, (b)
the net cost under Interest Rate Protection Obligations (including any
amortization of discounts), (c) the interest portion of any deferred payment
obligation and (d) all accrued interest, and (ii) the interest component of
Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or
accrued by such person and its Subsidiaries (Restricted Subsidiaries, in the
case of the Company) during such period as determined on a consolidated basis
in accordance with GAAP consistently applied.


 


“Consolidated Net Income”
means, with respect to any person for any period, the net income (or loss) of
such person and its Subsidiaries (Restricted Subsidiaries, in the case of the
Company), on a consolidated basis for such period determined in accordance with
GAAP; provided that (i) the net income of any person in which such person or
any Subsidiary (Restricted


 


6

















 


Subsidiary, in the case of the Company) of
such person has an ownership interest with a third party (other than a person
that meets the definition of a Wholly-Owned Subsidiary (Wholly-Owned Restricted
Subsidiary, in the case of the Company)) shall be included only to the extent
of the amount that has actually been received by such person or its Wholly-Owned
Subsidiaries (Wholly-Owned Restricted Subsidiaries, in the case of the Company)
in the form of dividends or other distributions during such period (subject to,
in the case of any dividend or distribution received by a Wholly-Owned
Subsidiary (Wholly-Owned Restricted Subsidiary, in the case of the Company) of
such person, the restrictions set forth in clause (ii) below) and (ii) the net
income of any Subsidiary (Restricted Subsidiary, in the case of the Company) of
such person that is subject to any restriction or limitation on the payment of
dividends or the making of other distributions shall be excluded to the extent
of such restriction or limitation; provided, however, that consolidated net
income shall include the income of Doe Run Peru and its subsidiaries to the
extent the payment of such income in the form of dividends or other such
distributions is prohibited solely by the terms of the Peruvian Revolving
Credit Facility; provided, further that there shall be excluded (a) the net
income (or loss) of any person (acquired in a pooling of interests transaction)
accrued prior to the date it becomes a Subsidiary (Restricted Subsidiary, in
the case of the Company) of such person or is merged into or consolidated with
such person or any Subsidiary (Restricted Subsidiary, in the case of the
Company) of such person, (b) any gain (or loss) (and related tax effects)
resulting from an Asset Sale by such person or any of its Subsidiaries
(Restricted Subsidiaries, in the case of the Company) (c) any extraordinary,
unusual or nonrecurring gains or losses (and related tax effects) in accordance
with GAAP (d) the effects of any adjustments to income for unrealized gains and
losses or any non-cash adjustments to income or expenses required by Statement
No. 133 (as modified by Statement No. 138) and No. 15 of the Financial
Accounting Standards Board and (e) any compensation-related expenses arising as
a result of the application of the net proceeds from the issuance of the
Securities or the Existing Securities. 
For purposes of Section 4.03, the amortization of deferred financing
costs relating to the issuance of the Securities and the Existing Securities
shall be excluded from this definition of “Consolidated Net Income.”


 


“Consolidated Net Worth”
means, with respect to any person at any date, the sum of (a) the consolidated
shareholders’ equity of such person less the amount of such shareholders’
equity attributable to (i) Disqualified Capital Stock of such person and its
Subsidiaries (Restricted Subsidiaries, in the case of the Company), as
determined on a consolidated basis in accordance with GAAP consistently applied
and (ii) the effects of any adjustments for unrealized gains and losses
required by Statement No. 133 (as modified by Statement No. 138) of the
Financial Accounting Standards Board and (b) the amount of any Preferred Stock
of such person not included in the shareholders’ equity of such person in
accordance with GAAP, which Preferred Stock does not constitute Disqualified
Capital Stock.


 


“Covenant Defeasance” has
the meaning provided in Section 8.02(c).


 


“Custodian” means any
receiver, trustee, assignee, liquidator, sequestrator or similar official under
any Bankruptcy Law.


 


“Default” means any event
that is, or after notice or passage of time or both would be, an Event of
Default.


 


7

















 


“Destruction” has the
meaning assigned to such term in the Mortgage.


 


“Disqualified Capital Stock”
means any class of Capital Stock which, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable), or upon
the happening of any event (other than a Change of Control), matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, on or
prior to the Maturity Date.


 


“Doe Run Cayman” means Doe
Run Cayman Ltd., a Cayman Islands company.


 


“Doe Run Development” means
Doe Run Development S.A.C., a Peruvian company.


 


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


 


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


 


“DR Exploration” means Doe
Run Exploration SA (Proprietary) Limited, a South African corporation.


 


“DR Land” means DR Land
Holdings, LLC, a Delaware limited liability company.


 


“Environmental Law” has the
meaning assigned to such term in the Mortgage.


 


“Equity Offering” means an
offering of Qualified Capital Stock of the Company (other than to any
Subsidiary of the Company).


 


“Event of Default” has the
meaning provided in Section 6.01.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 


 “Existing Securities” means (i) the 11 1⁄4 % Senior Secured Notes
due 2005, Series B, (ii) 11 1⁄4% Senior Notes due 2005, Series B,
and (iii) the Floating Interest Rate Senior Notes due 2003, Series B, in each
case issued by the Company and guaranteed by the Guarantors.


 


“Existing Securities Issue
Date” means March 12, 1998.


 


“Fair Market Value” means,
with respect to any asset, the price which could be negotiated in an
arm’s-length free market transaction, for cash, between a willing seller and a
willing buyer, neither of whom is under undue pressure or compulsion to
complete the transaction.  Fair Market
Value of any asset of the Company or the Restricted Subsidiaries shall be
determined by the Board of Directors of the Company acting in good faith and
shall be evidenced by a Board Resolution thereof delivered to the Trustee;
provided that with respect to any Asset Sale which involves in excess of $5
million, the Fair Market Value of any such asset or assets shall be determined
by an Independent Financial Advisor.


 


“FPI” means Fabricated
Products, Inc., a Delaware corporation.


 


8

















 


“GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession of the United
States, which are in effect as of the Issue Date.


 


“Guarantee” 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.


 


“Guarantees” means the
guarantee of the Securities by the Guarantors.


 


“Guarantor” means each of
Buick LLC, FPI, Doe Run Cayman, Doe Run Peru, Doe Run Development, DR Land and
any Restricted Subsidiary that in the future executes a supplemental indenture
pursuant to Section 4.20 of this Indenture or otherwise in which any such
Restricted Subsidiary agrees to be bound by the terms of this Indenture;
provided that any person constituting a Guarantor as described above shall
cease to constitute a Guarantor when its respective Guarantee is released in
accordance with the terms of this Indenture.


 


“Hedging Agreement” shall
mean any agreement with respect to (i) the hedging of price risk associated
with the purchase or sale of lead, copper, zinc, gold or silver (or the
concentrates thereof or raw materials used in producing the same) under which
the Company or any Restricted Subsidiary is a party or beneficiary and (ii) the
hedging of utility, interest rate and currency risks (in connection with
funding payroll and local purchase expenses or other foreign currency
exposure), so long as any such agreement has been entered into in the ordinary
course of business consistent with past price risk or currency management
practices of the Company and the Restricted Subsidiaries and not for purposes
of speculation.


 


“Holder” or “Securityholder”
means the person in whose name a Security is registered on the Registrar’s
books.


 


“Indebtedness” means with
respect to any person, without duplication, (i) all obligations of such person
for borrowed money, (ii) all obligations of such person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all Capitalized Lease
Obligations (but not obligations under Operating Leases) of such person, (iv)
all obligations of such person issued or assumed as the deferred purchase price
of property or services, all conditional sale obligations and all obligations
under any title retention agreement (but excluding trade accounts payable,
accrued expenses and deferred taxes arising in the ordinary course of
business), (v) all obligations of such person for the reimbursement of any
obligor on any letter of credit, banker’s acceptance or similar credit
transaction entered into in the ordinary course of business, (vi) all
obligations of any other person of the type referred to in clauses (i) through
(v) which are secured by any Lien on any property or asset of such first person
and the amount of such obligation shall be the lesser of the value of such
property or asset or the amount of the


 


9

















 


obligation so secured, (vii) all guarantees
of Indebtedness by such person, (viii) Disqualified Capital Stock valued at the
greater of its voluntary or involuntary maximum fixed repurchase price plus
accrued and unpaid dividends, (ix) all obligations under interest rate
agreements or hedging agreements of such person and (x) any amendment,
supplement, modification, deferral, renewal, extension or refunding of any
liability of the types referred to in clauses (i) through (ix) above.  For purposes hereof, the “maximum fixed
repurchase price” of any Disqualified Capital Stock which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such
Disqualified Capital Stock as if such Disqualified Capital Stock were purchased
on any date on which Indebtedness shall be required to be determined pursuant
to this Indenture, and if such price is based upon, or measured by, the Fair
Market Value of such Disqualified Capital Stock, such Fair Market Value to be
determined in good faith by the Board of Directors of the person issuing such
Disqualified Capital Stock. 
Notwithstanding anything to the contrary contained herein, any
obligation of the Company or any Restricted Subsidiary in the form of an earn-out
arrangement undertaken in connection with any acquisition of property or assets
by the Company or such Restricted Subsidiary, which obligation shall be based
upon increases in metal prices above price levels existing on the date of such
acquisition, shall not constitute Indebtedness under this Indenture.


 


“Indenture” means this
Indenture, as amended or supplemented from time to time in accordance with the
terms hereof.


 


“Independent Financial
Advisor” means an accounting, appraisal or investment banking firm of
nationally recognized standing that is, in the reasonable and good faith
judgment of the Board of Directors of the Company, qualified to perform the
task for which such firm has been engaged and disinterested and independent
with respect to the Company and its Affiliates.


 


“Intercreditor Agreement”
means the Intercreditor Agreement, dated as of October 29, 2002, among the
Trustee, Congress Financial Corporation, as agent under the U.S. Revolving
Credit Facility and Regiment Capital Advisors, L.L.C., as agent under the
Senior Credit Facility.


 


“Interest Payment Date”
means the stated maturity of an installment of interest on the Securities.


 


“Interest Rate Protection
Obligations” means the obligations of any person, pursuant to any arrangement
with any other person, whereby, directly or indirectly, such person is entitled
to receive from time to time periodic payments calculated by applying either a
floating or a fixed rate of interest on a stated notional amount in exchange
for periodic payments made by such other person calculated by applying a fixed
or a floating rate of interest on the same notional amount and shall include,
without limitation, interest rate swaps, caps, floors, collars and similar
agreements.


 


“Internal Revenue Code”
means the Internal Revenue Code of 1986, as amended to the date hereof and from
time to time hereafter.


 


“Investment” means, with
respect to any person, any direct or indirect advance, loan, guarantee or other
extension of credit or capital contribution to (by means of any transfer of
cash or other property to others or any payment for property or services for
the account or use of


 


10

















 


others or otherwise), or any purchase or
acquisition by such person of any Capital Stock, bonds, notes, debentures or
other securities or evidences of Indebtedness issued by, any other person.  Investments shall exclude extensions of
trade credit on commercially reasonable terms in accordance with normal trade
practices.  For the purposes of Section
4.03, the amount of any Investment (other than an Investment covered by clause
(z) of Section 4.03) shall be the original cost of such Investment plus the
cost of all additional Investments by the Company or any of the Restricted
Subsidiaries, without any adjustments for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such Investment, reduced
by the payment of dividends or distributions in connection with such Investment
or any other amounts received in respect of such Investment.


 


“Issue Date” means the date
on which the Securities are originally issued under this Indenture.


 


“Legal defeasance” has the
meaning provided in Section 8.02(b).


 


“Legal Holiday” has the
meaning provided in Section 12.07.


 


“Lien” means (x) any lien,
mortgage, deed of trust, pledge, security interest, charge or encumbrance of
any kind including, without limitation, any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other
agreement to sell and any filing of or agreement to file a financing statement
as debtor under the Uniform Commercial Code (other than a financing statement
filed by a lessor under an operating lease not intended to be a secured
financing or precautionary financing statements filed in the ordinary course of
business by customers with respect to a tolling or consignment arrangement
under which the Company or any of its Subsidiaries provides metal conversion or
other refining or smelting services and which is not Indebtedness for borrowed
money) or any similar statute and (y) any agreement to enter into any of the
foregoing.


 


“Maturity Date” means
November 1, 2008.


 


 “Mortgage” means the Recording Deed of Trust, Security Agreement,
Fixture Filing and Assignment of Leases and Rents dated  as of October 29, 2002 entered into by and
between the Company and the Collateral Agent in substantially the form attached
hereto as Exhibit C, as the same may be amended, amended and restated, supplemented
or otherwise modified from time to time.


 


“Mortgaged Property” has the
meaning assigned to such term in the Mortgage.


 


“Net Award” has the meaning
assigned to such term in the Mortgage and shall include any amounts received in
respect of personal property pursuant to the Security Agreement or otherwise.


 


“Net Cash Proceeds” means,
with respect to any Asset Sale, the proceeds thereof in the form of cash or
Cash Equivalents including payments in respect of deferred payment obligations
when received in the form of cash or Cash Equivalents (except to the extent
that such obligations are financed or sold with recourse to the Company or any
Restricted Subsidiary) net of (i) brokerage commissions and other fees and
expenses (including fees and expenses of legal


 


11

















 


counsel and investment bankers) related to
such Asset Sale, (ii) provisions for all taxes payable as a direct result of
such Asset Sale and (iii) appropriate amounts to be provided by the Company or
any Restricted Subsidiary, as the case may be, as a reserve required in
accordance with GAAP consistently applied against any liabilities associated
with such Asset Sale and retained by the Company or any Restricted Subsidiary,
as the case may be, after such Asset Sale, including, without limitation,
pension and other post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations
associated with such Asset Sale, all as reflected in an Officers’ Certificate
delivered to the Trustee.


 


“Net Proceeds” has the
meaning assigned to such term in the Mortgage.


 


“Non-Collateral Proceeds”
has the meaning provided in Section 4.16(a)(i).


 


 “Obligations” means any principal, interest, penalties, fees and
other liabilities payable under the documentation governing any Indebtedness.


 


“Officer” means, with
respect to any person, the Chairman of the Board, the Chief Executive Officer,
the President, the General Manager, any Vice President, the Chief Financial
Officer, the Finance Manager, the Controller, the Treasurer, or the Secretary
of such person or the equivalent of any of the foregoing under any foreign
jurisdiction.


 


“Officers’ Certificate”
means, with respect to any person, a certificate signed by two Officers or by
an Officer and either an Assistant Treasurer or an Assistant Secretary of such
person and otherwise complying with the requirements of Sections 12.04 and
12.05.


 


“Operating Lease” means, as
applied to any person, any lease (including, without limitation, leases that
may be terminated by the lessee at any time) of any property (whether real,
personal or mixed) that is not a Capital Lease other than any such lease under
which that person is the lessor.


 


“Opinion of Counsel” means a
written opinion from legal counsel who is acceptable to the Trustee complying
with the requirements of Sections 12.04 and 12.05.  Unless otherwise required by the TIA, the legal counsel may be an
employee of or counsel to the Company.


 


“Original Issue Date” means
the date that Securities are first issued pursuant to this Indenture.


 


“Paying Agent” has the
meaning provided in Section 2.03.


 


“Permanent Regulation S
Global Security” has the meaning provided in Section 2.01.


 


“Permitted Holders” means
Ira Leon Rennert and his Affiliates, estate, heirs and legatees, and the legal
representatives of any of the foregoing, including, without limitation, the
trustee of any trust of which one or more of the foregoing are the sole
beneficiaries.


 


“Permitted Indebtedness”
means (i) any Indebtedness of the Company and the Restricted Subsidiaries under
(A) the U.S. Revolving Credit Facility in an aggregate amount not to exceed
$100.0 million in aggregate principal amount at any time outstanding, (B) the
Senior Credit


 


12

















 


Facility in an aggregate principal amount not
to exceed $35.5 million and (C) the Peruvian Revolving Credit Facility in an
aggregate principal amount not to exceed $75.0 million in aggregate principal
amount at any time outstanding, in each case plus any interest, fees and
expenses from time to time owed thereunder, (ii) the Securities in an aggregate
principal amount not to exceed $175,832,200 and any PIK Payment thereon and the
Existing Securities and the related Guarantees, (iii) any other Indebtedness of
the Company and the Restricted Subsidiaries outstanding on the Issue Date
including, without limitation, the Series A Preferred Stock (and all PIK
dividends thereon) and the Renco Credit Support, (iv) purchase money
Indebtedness and any Indebtedness incurred for Capitalized Lease Obligations
(A) of the Company and the Restricted Subsidiaries (other than Doe Run Cayman
and its Subsidiaries) not to exceed $10.0 million in the aggregate at any time
outstanding and (B) of Doe Run Cayman and its Subsidiaries not to exceed $10.0
million in the aggregate at any time outstanding, (v) Interest Rate Protection
Obligations to the extent the notional principal amount of such Interest Rate
Protection Obligations does not exceed the principal amount of the Indebtedness
to which such Interest Rate Protection Obligations relate, and Hedging
Agreements, in each case entered into in the ordinary course of business, (vi)
additional Indebtedness of the Company and the Restricted Subsidiaries not to
exceed $12.0 million in the aggregate at any time outstanding, (vii)
Indebtedness owed by the Company or any of the Wholly-Owned Restricted
Subsidiaries to the Company or any Wholly-Owned Restricted Subsidiary; provided
that this clause (vii) shall also include Indebtedness indirectly between or
among the Company and/or one or more of the Wholly-Owned Restricted
Subsidiaries through one or more financial intermediaries, (viii) any renewals,
extensions, substitutions, refundings, refinancings or replacements of any
Indebtedness described in the preceding clauses (i)(A), (i)(C), (ii) and (iii)
above and this clause (viii), so long as such renewal, extension, substitution,
refunding, refinancing or replacement does not result in an increase in the
aggregate principal amount of the outstanding Indebtedness represented thereby
(except if such Indebtedness refinances Indebtedness under the Revolving Credit
Facilities or any other agreement providing for subsequent borrowings, does not
result in an increase in the commitment available under the Revolving Credit
Facilities or such other agreement), (ix) Refinancing Debt, (x) Indebtedness
incurred to finance unearned insurance premiums in respect of insurance
policies maintained by the Company and its Subsidiaries pursuant to Section
4.06 not to exceed $8,000,000 at any time outstanding; provided that such
Indebtedness shall not be secured by any assets of the Company or its
Subsidiaries, except that the insurance policy being financed with such
Indebtedness may secure such Indebtedness to the extent of (A) any unearned
insurance premiums paid by the Company or any of its Subsidiaries in respect of
such insurance policy, (B) any loss payments that reduce the unearned insurance
premiums for such insurance policy or (C) any return of insurance premiums for
such insurance policy, and (xi) any guarantees of the foregoing.


 


“Permitted Investment” means
(i) cash and Cash Equivalents, (ii) any Investment by the Company or any of the
Restricted Subsidiaries in the Company or any Wholly-Owned Restricted Subsidiary;
provided that this clause (ii) shall also include indirect Investments by the
Company and the Wholly-Owned Restricted Subsidiaries in the Company or one or
more of the Wholly-Owned Restricted Subsidiaries through one or more financial
intermediaries, (iii) Related Business Investments by the Company or any of the
Restricted Subsidiaries in joint ventures, partnerships or persons (including
Unrestricted Subsidiaries) that are not Wholly-Owned Restricted Subsidiaries in
an amount not to exceed $12.0 million in the aggregate at any one time
outstanding; (iv) Investments by the Company or any Restricted Subsidiary in
another person, if


 


13

















 


as a result of such Investment (a) such other
person becomes a Wholly-Owned Restricted Subsidiary or (b) such other person is
merged or consolidated with or into, or transfers or conveys all or
substantially all of its assets to, the Company or a Wholly-Owned Restricted
Subsidiary, (v) Investments received in connection with the bankruptcy or
reorganization of suppliers and customers and in settlement of delinquent
obligations of, and other disputes with, customers and suppliers, in each case
arising in the ordinary course of business, (vi) the non-cash proceeds of any
Asset Sale, (vii) Investments under or pursuant to Interest Rate Protection
Obligations or Hedging Agreements, in each case in the ordinary course of
business, (viii) loans and advances to employees of the Company and the
Restricted Subsidiaries made in the ordinary course of business and (ix)
Investments represented by the Qualifying Investments Promissory Notes.


 


“Permitted Liens” means (i)
pledges or deposits by such person under worker’s compensation laws,
unemployment insurance laws or similar legislation, or good faith deposits in
connection with bids, tenders, contracts (other than for the payment of
Indebtedness) or leases to which such person is a party, or deposits to secure
public statutory obligations of such person or deposits to secure surety or
appeal bonds to which such person is a party, or deposits as security for
contested taxes or import duties or for the payment of rent, (ii) Liens imposed
by law, such as landlords’, carriers’, warehousemen’s and mechanics’ Liens or
bankers’ Liens incurred in the ordinary course of business for sums which are
not yet due or are being contested in good faith and for which adequate
provision has been made, (iii) Liens for taxes not yet subject to penalties for
non-payment or which are being contested in good faith and by appropriate
proceedings, if adequate reserve, as may be required by GAAP, shall have been
made therefor, (iv) Liens in favor of issuers of surety bonds or appeal bonds
issued pursuant to the request of and for the account of such person in the
ordinary course of its business, (v) Liens to support trade letters of credit
issued in the ordinary course of business, (vi) survey exceptions,
encumbrances, easements or reservations of, or rights of others for, rights of
way, sewers, electric lines, telegraph and telephone lines and other similar
purposes, or zoning or other restrictions on the use of real property, (vii)
Liens securing Indebtedness permitted under clause (iv) of the definition of
Permitted Indebtedness; provided that the Fair Market Value of the asset at the
time of the incurrence of the Indebtedness subject to the Lien shall not exceed
the principal amount of the Indebtedness secured, (viii) Liens with respect to
Acquired Indebtedness permitted to be incurred in accordance with Section 4.12;
provided that such Liens secured such Acquired Indebtedness at the time of the
incurrence of such Acquired Indebtedness by the Company or any of the
Restricted Subsidiaries and were not incurred in connection with, or in
anticipation of, the incurrence of such Acquired Indebtedness by the Company or
any of the Restricted Subsidiaries; provided, further, that such Liens do not
extend to or cover any property or assets of the Company or any of the
Restricted Subsidiaries other than the property or assets that secured the
Acquired Indebtedness prior to the time such Indebtedness became Acquired
Indebtedness of the Company or any of the Restricted Subsidiaries and are no
more favorable to the lienholders than those securing the Acquired Indebtedness
prior to the incurrence of such Acquired Indebtedness by the Company or any of
the Restricted Subsidiaries, (ix) Liens arising from judgments, decrees or
attachments in circumstances not constituting an Event of Default, (x) Liens on
assets or property (including any real property upon which such assets or
property are or will be located) securing Indebtedness incurred to purchase or
construct such assets or property, which Indebtedness is permitted to be
incurred under this Indenture, (xi) Liens securing Indebtedness which is
incurred to refinance or replace Indebtedness which has been secured by a Lien


 


14

















 


permitted under this Indenture, including
Refinancing Debt, and is permitted to be refinanced or replaced under this
Indenture, provided that such Liens do not extend to or cover any property or
assets of the Company or any of the Restricted Subsidiaries not securing the
Indebtedness so refinanced or replaced, (xii) Liens securing reimbursement
obligations under letters of credit but only in or upon the goods the purchase
of which was financed by such letters of credit, (xiii) Liens arising from the
retention of title to concentrate materials purchased by the Company or any of
its Subsidiaries in the ordinary course of business and (xiv) Liens securing
Indebtedness described in clause (x) of the definition of Permitted
Indebtedness.


 


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


 


“Peruvian Revolving Credit
Facility” means one or more working capital facilities or other working capital
financings or programs entered into by Doe Run Peru and its Subsidiaries from
time to time, as the same may be amended, restated, supplemented or otherwise
modified from time to time, including but not limited to that certain Contrato
de Linea de Crédito en Moneda Extranjera, dated as of September 17, 2002 and
effective as of September 25, 2002 among Doe Run Peru, as borrower and BCP, as
agent, and each lender party thereto, and any agreement renewing, refinancing
or replacement all or any portion of the Indebtedness under such agreement.


 


“PIK Payment” has the
meaning assigned to such term in Exhibit A.


 


“Plan of Liquidation” means,
with respect to any person, a plan that provides for, contemplates or the
effectuation of which is preceded or accompanied by (whether or not
substantially contemporaneously, in phases or otherwise) (i) the sale, lease,
conveyance or other disposition of all or substantially all of the assets of
such person otherwise than as an entirety or substantially as an entirety and
(ii) the distribution of all or substantially all of the proceeds of such sale,
lease, conveyance or other disposition and all or substantially all of the
remaining assets of such person to holders of Capital Stock of such person.


 


“Preferred Stock” means,
with respect to any person, any and all shares, interests, participation or
other equivalents (however designated) of such person’s preferred or preference
stock, whether outstanding on the Issue Date or issued thereafter, and
including, without limitation, all classes and series of preferred or
preference stock of such person.


 


“principal” of any
Indebtedness (including the Securities and the Existing Securities) means the
principal of such Indebtedness plus the premium, if any, on such Indebtedness.


 


“Prior Liens” has the
meaning assigned to such term in the Mortgage.


 


“pro forma” means, with
respect to any calculation made or required to be made pursuant to the terms of
this Indenture, a calculation in accordance with Article 11 of Regulation S-X
under the Exchange Act.


 


15

















 


“Purchase Date,” when used
with respect to any Security to be purchased by Renco pursuant to the Renco
Call, means the date fixed for such purchase pursuant to this Indenture and the
Securities.


 


“Purchase Price,” when used
with respect to any Security to be purchased by Renco pursuant to the Renco
Call, means the price fixed for such purchase pursuant to this Indenture and
the Securities.


 


“Qualified Capital Stock”
means, with respect to any person, any Capital Stock of such person that is not
Disqualified Capital Stock or convertible into or exchangeable or exercisable
for Disqualified Capital Stock.


 


“Real Property” means any
interest in any real property or any portion thereof, whether owned in fee or
leased or otherwise owned.


 


“Real Property Release
Notice” has the meaning provided in Section 10.03(c)(i).


 


“Real Property Valuation
Date” has the meaning provided in Section 10.03(c)(i).


 


“Record Date” means the
Record Dates specified in the Securities; provided that if any such date is a
Legal Holiday, the Record Date shall be the first day immediately preceding
such specified day that is not a Legal Holiday.


 


“Redemption Date,” when used
with respect to any Security to be redeemed, means the date fixed for such
redemption pursuant to this Indenture and the Securities.


 


“Redemption Price,” when
used with respect to any Security to be redeemed, means the price fixed for
such redemption pursuant to this Indenture and the Securities.


 


“Refinancing Debt” means (y)
any indebtedness that is incurred by the Company to refinance the Senior Credit
Facility and does not exceed an aggregate principal amount equal to the sum of
(i) the amounts due under the Senior Credit Facility at the time of such
refinancing (including all contingent interest and accrued and unpaid fees,
premiums and other such sums due thereon) plus (ii) the reasonable transaction fees
and expenses incurred by the Company solely in connection with such refinancing
plus
(iii) $5 million; and (z) any indebtedness that is incurred by the Company to
refinance any previous Refinancing Debt (as defined in clause (y) above) and
does not exceed an aggregate principal amount equal to the lesser of (i) the
sum of (a) the amount of such previous Refinancing Debt outstanding immediately
prior to such refinancing plus (b) the reasonable transaction
fees and expenses incurred by the Company solely in connection with such
refinancing plus
(c) $5 million, or (ii) the amount described in clause (y) above.


 


 “Registrar” has the meaning provided in Section 2.03.


 


“Regulation S” means
Regulation S under the Securities Act (or any successor provision), as it may
be amended from time to time.


 


16

















 


“Related Business
Investment” means any Investment, Capital Expenditure or other expenditure by
the Company or any Restricted Subsidiary which is related to the business of
the Company and the Restricted Subsidiaries as it is conducted on the Issue
Date or any business which is the same, similar or reasonably related to such
business.


 


“Released Assets” has the
meaning provided in Section 10.03(b).


 


 “Released Trust Moneys” has the meaning provided in Section 11.04.


 


“Renco” means The Renco
Group, Inc., a New York corporation, which is the ultimate parent of the
Company, or any successor thereto.


 


“Renco Credit Support” means
Indebtedness incurred pursuant to that certain Junior Participation Agreement
dated October 29, 2002 among Renco, Congress and the other financial
institutions party thereto.


 


“Restricted Payment” has the
meaning provided in Section 4.03.


 


“Restricted Security” has
the meaning provided in Rule 144(a)(3) under the Securities Act.


 


“Restricted Subsidiary”
means any Subsidiary of the Company which at the time of determination is not
an Unrestricted Subsidiary.  The Board
of Directors of the Company may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary only if, immediately after giving effect to such
designation, the Company and the Guarantors could incur at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) pursuant to Section
4.12, on a pro forma basis taking into account such designation.


 


“Revolving Credit
Facilities” means the U.S. Revolving Credit Facility and the Peruvian Revolving
Credit Facility.


 


“Sale/leaseback” means any
lease, whether an Operating Lease or a Capital Lease, whereby the Company or
any of the Restricted Subsidiaries, directly or indirectly, becomes or remains
liable as lessee or as guarantor or other surety, of any property (whether real
or personal or mixed) whether now owned or hereafter acquired, (i) that the
Company or the Restricted Subsidiaries, as the case may be, has sold or
transferred or is to sell or transfer to any other person (other than the
Company or any Restricted Subsidiary), or (ii) that the Company or any of the
Restricted Subsidiaries, as the case may be, intends to use for substantially
the same purpose as any other property that has been or is to be sold or
transferred by the Company or any such Restricted Subsidiary to any person
(other than the Company or any Restricted Subsidiary) in connection with such
lease.


 


“SEC” means the Securities
and Exchange Commission.


 


“Securities” means the
Company’s 113⁄4% Notes due 2008, as amended or supplemented from time to time in
accordance with the terms hereof, that are issued pursuant to this Indenture.


 


17

















 


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


 


“Security Agreement” means
the Security Agreement, dated as of October 29, 2002, among the Company, the
Subsidiaries of the Company from time to time party thereto and the Collateral
Agent, as the same may be amended, amended and restated, supplemented or
otherwise modified from time to time.


 


“Senior Credit Facility”
means the Credit Agreement dated as of October 29, 2002, the lenders party
thereto in their capacity as lenders thereunder and Regiment Capital Advisors,
L.L.C., as agent, as the same may be amended, restated, supplemented or
otherwise modified from time to time, and includes any agreement renewing,
refinancing or replacement of all or any portion of the Indebtedness under such
agreement.


 


“Senior Lien” means the Lien
and security interest granted by DR Acquisition Corporation , the Company, and
certain Subsidiaries of the Company under a Guarantee and Security Agreement
executed in connection with the Senior Credit Facility.


 


“Senior Notes and Floating
Interest Rate Senior Notes Indenture” means the indenture dated as of March 12,
1998 among the Company, the guarantors named therein and State Street Bank and
Trust Company, as trustee pursuant to which the 11 1⁄4% Senior Notes due 2005,
Series B, and the Floating Interest Rate Senior Notes due 2003, Series B, were
issued, as amended and supplemented from time to time.


 


“Senior Secured Notes
Indenture” means the Indenture dated September 1, 1998 among the Company, the
guarantors named therein and State Street Bank and Trust Company, as trustee
pursuant to which the 11 1/4 % Senior Secured Notes due 2005, Series B were
issued, as amended and supplemented from time to time.


 


“Series
A Preferred Stock” means the Series A Redeemable Preferred Stock of the Company
to be issued to and held by Renco the date the Securities are issued.


 


“Significant Subsidiary”
means any Restricted Subsidiary that satisfies the criteria for a “significant
subsidiary” set forth in Rule 1.02(w) of Regulation S-X under the Exchange Act.


 


“Subsidiary” of any person
means (i) any corporation of which the outstanding capital stock having at
least a majority of the votes entitled to be cast in the election of directors
under ordinary circumstances shall at the time be owned, directly or
indirectly, by such person or (ii) any other person of which at least a majority
of the voting interest under ordinary circumstances is at the time owned,
directly or indirectly, by such person. 
For purposes of this definition, any directors’ qualifying shares or
investments by foreign nationals mandated by applicable law shall be
disregarded in determining the ownership of a Subsidiary.


 


“Survey” means a survey of
any parcel of real property (and all improvements thereon): (i) prepared by a
surveyor or engineer licensed to perform surveys in the state where such
property is located, (ii) dated (or redated) not earlier than six months prior
to the date of delivery thereof (unless there shall have occurred within six
months prior to such date of delivery any exterior construction on the site of
such property, in which event such survey shall be dated (or


 


18

















 


redated) after the completion of such
construction or if such construction shall not have been completed as of such
date of delivery, not earlier than 20 days prior to such date of delivery),
(iii) certified by the surveyor (in a manner reasonably acceptable to the title
company providing title insurance) and (iv) complying in all respects with the
minimum detail requirements of the American Land Title Association, or local equivalent,
as such requirements are in effect on the date of preparation of such survey,
or that is otherwise reasonably acceptable to the Trustee (giving consideration
to the applicable transaction).


 


“Taking” shall have the
meaning assigned to such term in the Mortgage.


 


“TIA” means the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb), as amended, as in
effect on the date of the execution of this Indenture until such time as this
Indenture is qualified under the TIA, and thereafter as in effect on the date
on which this Indenture is qualified under the TIA.


 


“Trustee” means the party
named as such in this Indenture until a successor replaces it in accordance
with the provisions of this Indenture and thereafter means such successor.


 


“Trust Moneys” has the
meaning provided in Section 11.01.


 


“Trust Officer” means any
officer of the Trustee assigned by the Trustee to administer its corporate
trust matters.


 


“U.S. Government
Obligations” has the meaning provided in Section 8.01(b).


 


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


 


 “U.S. Revolving Credit Facility” means the Amended and Restated
Loan and Security Agreement, dated as of October 29, 2002, among the Company,
its domestic subsidiaries from time to time party thereto, the financial
institutions from time to time party thereto as lenders, Congress Financial
Corporation, in its capacity as agent for such lenders and The CIT
Group/Business Credit, Inc. in its capacity as co-agent, as the same now exists
or may hereafter be amended, modified, supplemented, extended, renewed,
restated, refinanced, replaced or restructured (in whole or in part and
including with, to or in favor of any other lender or group of lenders that at
any time refinances, replaces or succeeds to all or any portion of the
indebtedness under the U.S. Revolving Credit Facility).


 


“Unrestricted Subsidiary”
means (i) any Subsidiary of the Company which at the time of determination is
an Unrestricted Subsidiary (as designated by the Board of Directors of the
Company, as provided below) and (ii) any Subsidiary of an Unrestricted
Subsidiary.  The Board of Directors of
the Company may designate any Subsidiary of the Company (including any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary, unless
such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any
property of, any Restricted Subsidiary of the Company which is not a Subsidiary
of the Subsidiary to be so designated; provided that (a) the Company certifies
that such designation complies with Section 4.03 and (b) each Subsidiary to be
so designated and each of its Subsidiaries has not at the time of designation,
and does not thereafter, create, incur, issue, assume, guarantee or otherwise


 


19

















 


become directly or indirectly liable with
respect to any Indebtedness pursuant to which the lender has recourse to any of
the assets of the Company or any of the Restricted Subsidiaries.  The Board of Directors of the Company may
designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if,
immediately after giving effect to such designation, the Company and the
Guarantors could incur at least $1.00 of additional Indebtedness (other than
Permitted Indebtedness) pursuant to Section 4.12, on a pro forma basis taking
into account such designation.


 


 “Valuation Date” has the meaning provided in Section 10.03(b)(i).


 


“Warrants” means the
Warrants issued by Doe Run to Holders who receive Securities pursuant to this
Indenture representing the right to purchase up to an aggregate of 40% of the
shares of common stock of the Company determined on a fully diluted basis, as
the same may be amended, restated, supplemented or otherwise modified from time
to time.


 


“Wholly-Owned Restricted
Subsidiary” means any Restricted Subsidiary which is a Wholly-Owned Subsidiary
of the Company.


 


“Wholly-Owned Subsidiary”
means any Subsidiary of such person to the extent all of the Capital Stock or
other ownership interests in such Subsidiary (other than (x) directors’
qualifying shares, (y) with respect to Doe Run Peru, any shares purchased by
employees of Doe Run Peru or Centromin in connection with the Acquisition,
which retained amount shall not exceed 1% of the total interests in Doe Run
Peru, and (z) an immaterial interest owned by other persons solely to comply
with applicable law) is owned directly or indirectly by such person or a
Wholly-Owned Subsidiary of such person.


 


SECTION 1.02.                 Incorporation by Reference
of TIA.


 


Whenever this Indenture
refers to a provision of the TIA, such provision is incorporated by reference
in, and made a part of, this Indenture. 
The following TIA terms used in this Indenture have the following
meanings:


 


“Commission” means the SEC.


 


“indenture securities” means
the Securities.


 


“indenture security holder”
means a Holder or a Securityholder.


 


“indenture to be qualified”
means this Indenture.


 


“indenture trustee” or
“institutional trustee” means the Trustee.


 


“obligor” on the Indenture
securities means the Company or any other obligor on the Securities.


 


All other TIA terms used in
this Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by SEC rule and not otherwise defined herein have the
meanings assigned to them therein.


 


20

















 


SECTION 1.03.                 Rules of
Construction.


 


Unless the context otherwise
requires:


 


(1)                                  a term has the
meaning assigned to it;


 


(2)                                  an accounting
term not otherwise defined has the meaning assigned to it in accordance with
GAAP;


 


(3)                                  “or” is not
exclusive;


 


(4)                                  words in the
singular include the plural, and words in the plural include the singular;


 


(5)                                  provisions
apply to successive events and transactions; and


 


(6)                                  “herein,”
“hereof” and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision.


 


ARTICLE II.


 


THE
SECURITIES


 


SECTION 2.01.                                                                 Form and
Dating.


 


The Securities and the
Trustee’s certificate of authentication with respect thereto shall be
substantially in the form of Exhibit A hereto. 
The Securities may have notations, legends or endorsements required by
law, stock exchange rule or usage.  The
Company and the Trustee shall approve the form of the Securities and any
notation, legend or endorsement on them. 
Each Security shall be dated the date of its authentication, shall bear
interest from the applicable date and shall be payable on the Interest Payment
Dates and the Maturity Date.  Each
Security shall have an executed Guarantee from each of the Guarantors endorsed
thereon substantially in the form of Exhibit B hereto.


 


The terms and provisions
contained in the Securities shall constitute, and are hereby expressly made, a
part of this Indenture and, to the extent applicable, the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.


 


SECTION 2.02.                                                                 Execution and
Authentication.


 


Two Officers, or an Officer
and an Assistant Secretary, shall sign, or one Officer shall sign and one
Officer or an Assistant Secretary for the Company (each of whom shall have been
duly authorized by all requisite corporate actions) shall attest to, the
Securities for the Company by manual or facsimile signature.


 


21

















 


An Officer shall sign for
each Guarantor (which officer shall have been duly authorized by all requisite
corporate actions) the Guarantees for such Guarantor by manual or facsimile
signature.


 


If an Officer whose
signature is on a Security or a Guarantee was an Officer at the time of such
execution but no longer holds that office at the time the Trustee authenticates
the Security, the Security shall nevertheless be valid.


 


A Security shall not be
valid until an authorized signatory of the Trustee manually signs the
certificate of authentication on the Security. 
The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.


 


The Trustee shall
authenticate, on or prior to the Original Issue Date, Securities for original
issue in the aggregate principal amount not to exceed $175,832,200 upon written
orders of the Company in the form of an Officers’ Certificate, and shall
authenticate from time to time thereafter Securities in an aggregate principal
amount equal to the aggregate PIK Payment amount payable on such issue date, as
specified in written orders of the Company in the form of an Officers’
Certificate.  The Officers’ Certificate
shall specify the amount of Securities to be authenticated, the date on which
the Securities are to be authenticated and the aggregate principal amount of
Securities outstanding on the date of authentication.  The aggregate principal amount of Securities outstanding at any
time may not exceed the sum of (x) $175,832,200, and (y) additional Securities
issued from time to time after the Original Issue Date in an aggregate principal
amount equal to the aggregate PIK Payment amount, except as provided in Section
2.07.  Upon the written order of the
Company in the form of an Officers’ Certificate, the Trustee shall authenticate
Securities in substitution of Securities originally issued to reflect any name
change of the Company.


 


The principal and interest
on Securities shall be payable at the office of the Paying Agent.


 


The Trustee may appoint an
authenticating agent reasonably acceptable to the Company to authenticate
Securities.  Unless otherwise provided
in the appointment, an authenticating agent may authenticate Securities
whenever the Trustee may do so.  Each
reference in this Indenture to authentication by the Trustee includes
authentication by such agent.  An
authenticating agent has the same rights as an Agent to deal with the Company
and Affiliates of the Company.


 


The Securities shall be
issuable only in registered form without coupons.


 


SECTION 2.03.                                                                 Registrar and
Paying Agent.


 


The Company shall maintain
an office or agency in the Borough of Manhattan, The City of New York, where
(a) Securities may be presented or surrendered for registration of transfer or
for exchange (“Registrar”), (b) Securities may be presented or surrendered for
payment (“Paying Agent”) and (c) notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served.  The Company may also from time to time
designate one or more other offices or agencies where the Securities may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain


 


22

















 


an office or agency in the Borough of
Manhattan, The City of New York, for such purposes.  Neither the Company nor any Affiliate of the Company shall act as
Paying Agent.  The Registrar shall keep
a register of the Securities and of their transfer and exchange.  The Company, upon notice to the Trustee, may
have one or more co-Registrars and one or more additional paying agents
reasonably acceptable to the Trustee. 
The term “Paying Agent” includes any additional paying agent.  The Company initially appoints the Trustee
as Registrar and Paying Agent until such time as the Trustee has resigned or a
successor has been appointed.  The
initial office of the Company and the Trustee for purposes of this Section 2.03
shall be State Street Bank and Trust Company, N.A., 61 Broadway, 15th Floor,
New York, NY 10006.


 


The Company shall enter into
an appropriate agency agreement with any Agent not a party to this Indenture,
which agreement shall implement the provisions of this Indenture that relate to
such Agent.  The Company shall notify
the Trustee, in advance, of the name and address of any such Agent.  If the Company fails to maintain a Registrar
or Paying Agent, the Trustee shall act as such.


 


SECTION 2.04.                                                                 Paying Agent To
Hold Assets in Trust.


 


The Company shall require
each Paying Agent other than the Trustee to agree in writing that each Paying
Agent shall hold in trust for the benefit of the Holders or the Trustee all
assets held by the Paying Agent for the payment of principal of, or interest
on, the Securities (whether such assets have been distributed to it by the
Company or any other obligor on the Securities), and shall notify the Trustee
of any Default by the Company (or any other obligor on the Securities) in
making any such payment.  The Company at
any time may require a Paying Agent to distribute all assets held by it to the
Trustee and account for any assets disbursed and the Trustee may at any time
during the continuance of any payment Default, upon written request to a Paying
Agent, require such Paying Agent to distribute all assets held by it to the
Trustee and to account for any assets distributed.  Upon distribution to the Trustee of all assets that shall have
been delivered by the Company to the Paying Agent, the Paying Agent shall have
no further liability for such assets.


 


SECTION 2.05.                                                                 Securityholder
Lists.


 


The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of the Holders.  If the Trustee is not the Registrar, the
Company shall furnish to the Trustee before each Record Date and at such other
times as the Trustee may request in writing a list as of such date and in such
form as the Trustee may reasonably require of the names and addresses of the
Holders, which list may be conclusively relied upon by the Trustee.


 


SECTION 2.06.                                                                 Transfer and
Exchange.


 


When Securities in
certificated form are presented to the Registrar or a co-Registrar with a
request to register the transfer of such Securities or to exchange such
Securities for an equal principal amount of Securities of other authorized
denominations, the Registrar or co-Registrar shall register the transfer or
make the exchange as requested if its requirements for such transaction are
met; provided, however, that the Securities surrendered for transfer or
exchange


 


23

















 


shall be duly endorsed or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Registrar or co-Registrar, duly executed by the Holder thereof or his attorney
duly authorized in writing.  To permit
registrations of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Securities (and the Guarantors shall execute the
Guarantees thereon) at the Registrar’s or co-Registrar’s request.  No service charge shall be made for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchanges or transfers pursuant to Sections
2.02, 2.10, 3.07, 4.15, 4.16 or 9.05). 
The Registrar or co-Registrar shall not be required to register the
transfer of or exchange of any Security (i) during a period beginning at the
opening of business 15 days before the mailing of a notice of redemption of
Securities and ending at the close of business on the day of such mailing and
(ii) selected for redemption in whole or in part pursuant to Article Three,
except the unredeemed portion of any Security being redeemed in part.


 


SECTION 2.07.                                                                 Replacement
Securities.


 


If a mutilated Security is
surrendered to the Trustee or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security (and the Guarantors
shall execute the Guarantees thereon) if the Trustee’s requirements are met.  If required by the Trustee or the Company,
such Holder must provide an indemnity bond or other indemnity, sufficient in
the judgment of the Company, the Guarantors and the Trustee, to protect the
Company, the Guarantors, the Trustee or any Agent from any loss which any of
them may suffer if a Security is replaced. 
The Company may charge such Holder for its reasonable out-of-pocket
expenses in replacing a Security, including reasonable fees and expenses of
counsel.  Every replacement Security
shall constitute an additional obligation of the Company and the Guarantors.


 


SECTION 2.08.                                                                 Outstanding
Securities.


 


Securities outstanding at
any time are all the Securities that have been authenticated by the Trustee
except those cancelled by it, those delivered to it for cancellation and those
described in this Section as not outstanding. 
A Security does not cease to be outstanding because the Company or any
of its Affiliates holds the Security.


 


If a Security is replaced
pursuant to Section 2.07 (other than a mutilated Security surrendered for replacement),
it ceases to be outstanding unless the Trustee receives proof satisfactory to
it that the replaced Security is held by a bona fide purchaser.  A mutilated Security ceases to be
outstanding upon surrender of such Security and replacement thereof pursuant to
Section 2.07.


 


If on a Redemption Date or
the Maturity Date the Paying Agent holds U.S. Legal Tender or U.S. Government
Obligations sufficient to pay all of the principal and interest due on the
Securities payable on that date, then on and after that date such Securities
cease to be outstanding and interest on them ceases to accrue; provided,
however, that to the extent the Trustee is enjoined from making payments to the
Holders, interest will continue to accrue until such time as the Trustee is not
so enjoined.


 


24

















 


SECTION 2.09.                                                                 Treasury
Securities.


 


In determining whether the
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Company or an Affiliate
of the Company shall be disregarded, except that, for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities that the Trustee knows are so owned
shall be disregarded.


 


SECTION 2.10.                                                                 Temporary
Securities.


 


Until definitive Securities
are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities (and the Guarantors shall execute the
guarantees thereon) upon receipt of a written order of the Company in the form
of an Officers’ Certificate.  The
Officers’ Certificate shall specify the amount of temporary Securities to be
authenticated and the date on which the temporary Securities are to be
authenticated.  Temporary Securities
shall be substantially in the form of definitive Securities but may have
variations that the Company considers appropriate for temporary
Securities.  Without unreasonable delay,
the Company shall prepare and the Trustee shall authenticate and the Guarantors
shall execute Guarantees on, upon receipt of a written order of the Company
pursuant to Section 2.02, definitive Securities in exchange for temporary
Securities.


 


SECTION 2.11.                                                                 Cancellation.


 


The Company at any time may
deliver Securities to the Trustee for cancellation.  The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for transfer, exchange or payment.  The Trustee, or at the direction of the
Trustee, the Registrar or the Paying Agent, and no one else, shall cancel and,
at the written direction of the Company, shall dispose of all Securities
surrendered for transfer, exchange, payment or cancellation.  Subject to Section 2.07, the Company may not
issue new Securities to replace Securities that it has paid or delivered to the
Trustee for cancellation.  If the
Company shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the Indebtedness represented by such
Securities unless and until the same are surrendered to the Trustee for
cancellation pursuant to this Section 2.11.


 


SECTION 2.12.                                                                 Defaulted
Interest.


 


If the Company defaults in a
payment of interest on the Securities, it shall, unless the Trustee fixes
another record date pursuant to Section 6.10, pay the defaulted interest, plus
(to the extent lawful) any interest payable on the defaulted interest to the
persons who are Holders on a subsequent special record date, which date shall
be the fifteenth day next preceding the date fixed by the Company for the
payment of defaulted interest or the next succeeding Business Day if such date
is not a Business Day.  At least 15 days
before the subsequent special record date, the Company shall mail to each
Holder, with a copy to the Trustee, a notice that states the subsequent special
record date, the payment date and the amount of defaulted interest, and
interest payable on such defaulted interest, if any, to be paid.


 


25

















 


SECTION 2.13.                                                                 CUSIP Number.


 


The Company in issuing the
Securities may use a CUSIP number or numbers, and if so, the Trustee shall use
the CUSIP number or numbers in notices of redemption or exchange as a
convenience to Holders; provided that any such notice may state that no representation
is made as to the correctness or accuracy of the CUSIP number or numbers
printed in the notice or on the Securities, and that reliance may be placed
only on the other identification numbers printed on the Securities.


 


SECTION 2.14.                                                                 Designation.


 


The Indebtedness evidenced
by the Securities and the Guarantees is hereby irrevocably designated as
“senior indebtedness” or such other term denoting seniority (i) for all
purposes of the provisions defining subordination contained in agreements that
provide that the Indebtedness of the Company issued pursuant to such agreements
is subordinate to Indebtedness designated as senior indebtedness and (ii) for
the purposes of any future Indebtedness of the Company which the Company
expressly makes subordinate to any senior indebtedness or such other term
denoting seniority.  In connection with
the issuance of any such future subordinated Indebtedness, the Company shall
take all necessary steps to effectuate the foregoing.


 


ARTICLE III.


 


REDEMPTION


 


SECTION 3.01.                                                                 Optional
Redemption.


 


(a)                                  The Securities
will be subject to redemption, in whole or in part, at the option of the
Company, at any time or from time to time, at the redemption prices (expressed
as percentages of principal amount) set forth below plus accrued interest to
the redemption date, if redeemed during the 12 month period beginning on
October 29 of the years indicated below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2002

  	
   

  	
  100

  	
  %

  
	
  2003

  	
   

  	
  106

  	
  %

  
	
  2004

  	
   

  	
  104

  	
  %

  
	
  2005

  	
   

  	
  102

  	
  %

  
	
  2006
  and thereafter

  	
   

  	
  100

  	
  %

  



 


(b)                                 In addition,
Renco will have the right at any time to require that all or part of the then
outstanding Securities be sold to Renco at a price equal to, at any given time,
the price, including accrued interest, that the Company would have to pay to
redeem such Securities at such time (the “Renco Call”).


 


26

















 


SECTION 3.02.                                                                 Notices to
Trustee.


 


If the Company elects to
redeem Securities or Renco elects to purchase Securities, in each case pursuant
to this Indenture and the Securities, the Company shall notify the Trustee and
the Paying Agent in writing of the Redemption Date or the Purchase Date, as the
case may be, and the principal amount of the Securities to be redeemed or
purchased, as the case may be, and whether it wants the Trustee to give notice
of redemption or purchase, as the case may be, to the Holders (at the Company’s
expense) at least 30 days (unless a shorter notice shall be satisfactory to the
Trustee) but not more than 60 days before the Redemption Date or the Purchase
Date, as the case may be.  Any such
notice may be cancelled at any time prior to notice of such redemption or such
purchase, as the case may be, being mailed to any Holder and shall thereby be
void and of no effect.


 


SECTION 3.03.                                                                 Selection of
Securities To Be Redeemed or Purchased.


 


If less than all of the
Securities are to be redeemed or purchased at any time, the Trustee shall
select the Securities to be redeemed or purchased, as the case may be, in
compliance with the requirements of the principal national securities exchange,
if any, on which the Securities being redeemed or purchased, as the case may
be, are listed or, if the Securities are not listed on a national securities
exchange, on a pro rata basis, by lot or by such other method as the Trustee
shall deem fair and appropriate.


 


The Trustee shall make the
selection from the Securities outstanding and not previously called for
redemption or purchase, as the case may be, and shall promptly notify the
Company in writing of the Securities selected for redemption or purchase, as
the case may be, and, in the case of any Security selected for partial
redemption or purchase, as the case may be, the principal amount thereof to be
redeemed or purchased, as the case may be. 
Securities in denominations of $1,000 or less may be redeemed or
purchased, as the case may be, only in whole. 
The Trustee may select for redemption or purchase, as the case may be,
portions (equal to $1,000 or any integral multiple thereof) of the principal of
Securities that have denominations larger than $1,000.  Provisions of this Indenture that apply to
Securities called for redemption or purchase, as the case may be, also apply to
portions of Securities called for redemption or purchase, as the case may be.


 


SECTION 3.04.                                                                 Notice of
Redemption or Purchase.


 


Except as otherwise provided
in Section 3.01, at least 30 days but not more than 60 days before a Redemption
Date or Purchase Date, the Company shall mail a notice of redemption or
purchase, as the case may be, by first class mail to each Holder whose
Securities are to be redeemed or purchased, as the case may be, with a copy to
the Trustee.  At the Company’s request,
the Trustee shall give the notice of redemption or purchase, as the case may
be, in the Company’s name and at the Company’s expense.  Each notice for redemption or purchase, as
the case may be, shall identify the Securities to be redeemed and shall state:


 


(1)                                  the Redemption
Date or the Purchase Date, as the case may be;


 


(2)                                  the Redemption
Price or the Purchase Price, as the case may be;


 


27

















 


(3)                                  the name and
address of the Paying Agent;


 


(4)                                  that Securities
called for redemption or purchase, as the case may be, must be surrendered to
the Paying Agent to collect the Redemption Price or the Purchase Price, as the
case may be;


 


(5)                                  that, unless
the Company or Renco defaults in making the redemption payment or the payment
of the Purchase Price, as the case may be, interest on Securities called for
redemption or purchase, as the case may be, ceases to accrue on and after the
Redemption Date or the Purchase Date, as the case may be, and the only
remaining right of the Holders of such Securities is to receive payment of the
Redemption Price or Purchase Price, as the case may be, upon surrender to the
Paying Agent of the Securities redeemed or purchased, as the case may be;


 


(6)                                   if any
Security is being redeemed or purchased, as the case may be, in part, the
portion of the principal amount of such Security to be redeemed or purchased,
as the case may be, and that, after the Redemption Date or the Purchase Date,
as the case may be, and upon surrender of such Security, a new Security or
Securities in the aggregate principal amount equal to the unredeemed portion or
unpurchased portion, as the case may be, thereof will be issued;


 


(7)                                  if fewer than
all the Securities are to be redeemed or purchased, as the case may be, the
identification of the particular Securities (or portion thereof) to be redeemed
or purchased, as the case may be, as well as the aggregate principal amount of
Securities to be redeemed or purchased, as the case may be, and the aggregate
principal amount of Securities to be outstanding after such partial redemption
or partial purchase, as the case may be; and


 


(8)                                  the CUSIP
number, if any, relating to such Securities.


 


SECTION 3.05.                                                                 Effect of
Notice of Redemption or Purchase.


 


Once notice of redemption or
purchase is mailed in accordance with Section 3.04, Securities called for
redemption or purchase, as the case may be, become due and payable on the
Redemption Date and at the Redemption Price or on the Purchase Date at the
Purchase Price, as the case may be. 
Upon surrender to the Trustee or Paying Agent, such Securities called
for redemption or purchase, as the case may be, shall be paid at the Redemption
Price plus accrued interest to the Redemption Date or at the Purchase Price
plus accrued interest to the Purchase Date, as the case may be, but interest
installments whose maturity is on or prior to such Redemption Date or such
Purchase Date, as the case may be, will be payable on the relevant Interest
Payment Dates to the Holders of record at the close of business on the relevant
Record Dates referred to in the Securities.


 


SECTION 3.06.                                                                 Deposit of
Redemption Price or Purchase Price.


 


On or before the Redemption
Date or the Purchase Date, as the case may be, the Company or Renco, as the
case may be, shall deposit with the Paying Agent U.S. Legal Tender sufficient
and timely to pay the Redemption Price or the Purchase Price, as the case may
be, of


 


28

















 


all Securities to be redeemed or purchased,
as the case may be, on that date (other than Securities or portions thereof
called for redemption or purchased, as the case may be, on that date which have
been delivered by the Company to the Trustee for cancellation).  The Paying Agent shall promptly return to
the Company or Renco, as the case may be, any U.S. Legal Tender so deposited
which is not required for that purpose upon the written request of the Company,
except with respect to monies owed as obligations to the Trustee pursuant to
Article Seven.


 


If the Company or Renco, as
the case may be, complies with the preceding paragraph, then, unless the
Company or Renco, as the case may be, defaults in the payment of such
Redemption Price or Purchase Price, as the case may be, interest on the
Securities to be redeemed or purchased, as the case may be, will cease to
accrue on and after the applicable Redemption Date or Purchase Date, as the
case may be, whether or not such Securities are presented for payment.


 


SECTION 3.07.                                                                 Securities
Redeemed or Purchased in Part.


 


Upon surrender of a Security
that is to be redeemed or purchased in part, as the case may be, the Trustee
shall authenticate for the Holder a new Security or Securities equal in
principal amount to the unredeemed or unpurchased, as the case may be, portion
of the Security surrendered.


 


ARTICLE IV.


 


COVENANTS


 


SECTION 4.01.                                                                 Payment of
Securities.


 


The Company shall pay the
principal of and interest on the Securities on the dates and in the manner
provided in the Securities.  An
installment of principal of or interest on the Securities shall be considered
paid on the date it is due if the Trustee or Paying Agent holds on that date
U.S. Legal Tender designated for and sufficient and timely to pay the
installment.  If a PIK Payment is made,
the installment of interest to which such PIK Payment applies shall be
considered paid on the date it is due if the Trustee or Paying Agent holds on
that date duly issued and authenticated Securities in an aggregate amount equal
to the PIK Payment amount.  Interest on
the Securities will be computed on the basis of a 360-day year composed of twelve
30-day months.


 


The Company shall pay
interest on overdue principal and premium, if any, and interest on overdue
installments of interest, to the extent lawful, at a rate per annum equal to
the rate of interest applicable to the Securities plus 2%.


 


SECTION 4.02.                                                                 Maintenance of
Office or Agency.


 


The Company shall maintain
in the Borough of Manhattan, The City of New York, the office or agency
required under Section 2.03.  The
Company shall give prior notice to the Trustee of the location, and any change
in the location, of such office or agency. 
If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the


 


29

















 


Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 12.02.


 


The Company may also from
time to time designate one or more other offices or agencies where the
Securities may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, The
City of New York, for such purposes. 
The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.


 


The Company hereby initially
designates the office of State Street Bank and Trust Company, Goodwin Square,
225 Asylum, 23rd Floor, Hartford, CT 06103, as such office of the Company in
accordance with this Section 4.02.


 


SECTION 4.03.                                                                 Limitation on
Restricted Payments.


 


The Company will not, and
will not permit any of the Restricted Subsidiaries to, directly or indirectly,
after the Issue Date (a) declare or pay any dividend or make any distribution
on the Company’s Capital Stock or make any payment to holders of such Capital
Stock as such (other than dividends or distributions payable in Qualified
Capital Stock of the Company) (provided, however, that the foregoing limitation
shall not preclude the payment of dividends to the Company by any of its
Subsidiaries or the payment of dividends to any Subsidiary by any other
Subsidiary), (b) purchase, redeem or otherwise acquire or retire for value any
Capital Stock of the Company or any warrants, rights or options to purchase or
acquire shares of any class of such Capital Stock, (c) purchase, redeem,
prepay, defease or otherwise acquire or retire for value, prior to any
scheduled maturity, scheduled repayment or scheduled sinking fund payment,
Indebtedness of the Company or any of the Guarantors that is expressly
subordinate in right of payment to the Securities or the Guarantee of such Guarantor,
as the case may be, or (d) make any Investment (excluding any Permitted
Investment) (each of the foregoing actions set forth in clauses (a), (b), (c)
and (d) being referred to as a “Restricted Payment”), if at the time of such
Restricted Payment or immediately after giving effect thereto,(i) a Default or
an Event of Default shall have occurred and be continuing or (ii) Restricted
Payments made subsequent to the Issue Date (the amount expended for such
purposes, if other than in cash, shall be the Fair Market Value of such
property proposed to be transferred by the Company or such Restricted
Subsidiary, as the case may be, pursuant to such Restricted Payment) shall
exceed the sum of:


 


(w)
50% of the difference of (x) cumulative Consolidated Net Income (or if
cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of
the Company) earned subsequent to the Issue Date and prior to the date the
Restricted Payment occurs (treating such period as a single accounting period)
minus (y) any tax distributions made pursuant to clause (7) of the second
paragraph of this section;


 


(x)
100% of the aggregate net proceeds, including the Fair Market Value of Property
other than cash, received by the Company from any person (other than a
Subsidiary of the Company) from the issuance and sale subsequent to the Issue


 


30

















 


Date of Qualified Capital
Stock of the Company (excluding (A) Qualified Capital Stock paid as a dividend
on any Capital Stock or as interest on any Indebtedness, and (B) any net
proceeds from issuances and sales financed directly or indirectly using funds
borrowed from the Company or any Subsidiary of the Company, until and to the
extent such borrowing is repaid);


 


(y)
100% of the aggregate net proceeds, including the Fair Market Value of property
other than cash, received by the Company from any person (other than a
Subsidiary of the Company) from the issuance and sale of Disqualified Capital
Stock and/or Indebtedness, in each case that has been converted into or
exchanged for Qualified Capital Stock of the Company after the Issue Date; and


 


(z)
without duplication, the sum of (1) the aggregate amount returned in cash on or
with respect to Investments (other than Permitted Investments) made subsequent
to the Issue Date whether through interest payments, principal payments,
dividends or other distributions or payments, (2) the net cash proceeds
received by the Company or any Restricted Subsidiary from the disposition of
all or any portion of such Investments (other than to a Subsidiary of the
Company) and (3) upon redesignation of an Unrestricted Subsidiary as a
Restricted Subsidiary, the Fair Market Value of such Subsidiary; provided,
however, that the sum of clauses (1), (2) and (3) above shall not exceed the
aggregate amount of all such Investments made subsequent to the Issue Date.


 


The foregoing provisions
shall not prohibit:


 


(1)                                  the payment of
any dividend within 60 days after the date of its declaration if the dividend
would have been permitted on the date of declaration;


 


(2)                                  the acquisition
of Capital Stock of the Company or Indebtedness of the Company or any Guarantor
either (i) solely in exchange for shares of Qualified Capital Stock of the
Company or (ii) through the application of net proceeds of a substantially
concurrent sale for cash (other than to a 
Subsidiary of the Company) of shares of Qualified Capital Stock of the
Company;


 


(3)                                  the acquisition
of Indebtedness of the Company or any Guarantor that is expressly subordinate in
right of payment to the Securities or such Guarantor’s Guarantee, as the case
may be, either (i) solely in exchange for Indebtedness of the Company or such
Guarantor which is expressly subordinate in right of payment to the Securities
or such Guarantor’s Guarantee, as the case may be, at least to the extent that
the Indebtedness being acquired is subordinated to the Securities or such
Guarantor’s Guarantee, as the case may be, and has no scheduled principal
prepayment dates prior to the scheduled final maturity date of the Indebtedness
being exchanged or (ii) through the application of net proceeds of a
substantially concurrent sale for cash (other than to a Subsidiary of the
Company) of Indebtedness of the Company or such Guarantor which is expressly subordinate
in right of payment to the Securities or such Guarantor’s Guarantee, as the
case may be, at least to the extent that the Indebtedness being acquired is
subordinated to the Securities or such Guarantor’s Guarantee, as the case may
be, and has no scheduled


 


31

















 


principal prepayment dates
prior to the scheduled final maturity date of the Indebtedness being
refinanced;


 


(4)                                  the making of
payments by the Company or any of the Restricted Subsidiaries to DRA or Renco
to reimburse DRA or Renco for insurance premiums paid by DRA or Renco to
purchase insurance policies for the Company and its Subsidiaries; provided,
however, that the cost of such insurance shall be no greater than that which
could be obtained by the Company pursuant to an arms length transaction with an
unaffiliated third party; and


 


(5)                                  the payment by
the Company or any of the Restricted Subsidiaries of a management fee to Renco
in any fiscal year in amounts equal to (a) $100,000 per month and (b) if (x)
Consolidated EBITDA (as measured pursuant to the terms of the Indenture) less
EBITDA generated by Doe Run Peru in such fiscal year of the Company exceeds
$35.0 million or (y) the shares, or substantially all the assets, of Doe Run
Peru have been sold in an arms length transaction to an unaffiliated third
party in such fiscal year or a prior fiscal year, an additional $1.2 million;


 


(6)                                  any payments to
settle or repurchase the Warrants and any shares of outstanding stock issued
upon exercise thereof;


 


(7)                                  payments in the
form of tax distributions in amounts equal to the net income tax liability
(exclusive of any such liabilities actually paid by the Company); provided,
however, that for purposes of calculating such tax liability, (a) each of the
Company and its Subsidiaries shall be deemed to have become a C corporation
under the Internal Revenue Code on the day after the Issue Date, (b) the
Company shall be deemed to be subject to the taxes imposed on C corporations by
Subtitle A of the Internal Revenue Code and similar provisions of state law and
(c) neither the Company nor any of its Subsidiaries shall take into account (i)
any income attributable to any cancellation of Indebtedness occurring as a
result of any transaction on or prior to the Issue Date or (ii) any
ancillary effect of any such cancellation of indebtedness on the basis of the
assets of the Company or any of its Subsidiaries;


 


(8)                                  the payment of
cash dividends on the Series A Preferred Stock when permitted pursuant to the
terms thereunder; or


 


(9)                                  contemporaneously
with the payment by Doe Run Peru of any dividend permitted hereunder to the
Company, the payment of dividends on a pro rata basis to holders of up to 1% of
the Capital Stock of Doe Run Peru who are employees or former employees of Doe
Run Peru or Centromin.


 


provided that in the case of clauses (2), (3)
and (5), no Default or Event of Default shall have occurred and be continuing
at the time of such payment or as a result thereof.


 


In determining the aggregate
amount of Restricted Payments permissible under clause (ii) of the first
paragraph of this section, amounts expended, incurred or outstanding pursuant
to clauses (1) and (2) (but not pursuant to clauses (3), (4), (5), (6), (7),
(8) or (9) of the second paragraph of this section shall be included as
Restricted Payments; provided that any proceeds


 


32

















 


received from the issuance of Qualified
Capital Stock pursuant to clause (2) of the second paragraph of this section
shall be included in calculating the amount referred to in clause (x) or clause
(y), as the case may be, of the first paragraph of this Section 4.03.


 


SECTION 4.04.                                                                 Corporate
Existence.


 


Except as otherwise
permitted by Article Five, each of the Company and the Guarantors shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and the corporate or other existence of each of
its Subsidiaries in accordance with the respective organizational documents of
each such Subsidiary and the rights (charter and statutory) and franchises of
each of the Company and the Guarantors and each such Subsidiary; provided,
however, that each of the Company and the Guarantors shall not be required to
preserve, with respect to itself, any right or franchise, and with respect to
any of its Subsidiaries any such existence, right or franchise, if the Board of
Directors of each of the Company and the Guarantors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
each of the Company and the Guarantors and will not be adverse in any material
respect to the Holders.


 


SECTION 4.05.                                                                 Payment of
Taxes and Other Claims.


 


The Company shall pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all taxes, assessments and governmental charges (including
withholding taxes and any penalties, interest and additions to taxes) levied or
imposed upon it or any of its Subsidiaries or properties of it or any of its
Subsidiaries and (ii) all lawful claims for labor, materials and supplies that,
if unpaid, might by law become a Lien upon the property of it or any of its
Subsidiaries; provided, however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim if either (a) the amount, applicability or validity thereof is being
contested in good faith by appropriate proceedings and an adequate reserve has
been established therefor to the extent required by GAAP or (b) the failure to
make such payment or effect such discharge (together with all other such
failures) would not have a material adverse effect on the financial condition
or results of operations of the Company and its Subsidiaries, taken as a whole.


 


SECTION 4.06.                                                                 Maintenance of
Properties and Insurance.


 


(a)                                  Each
of the Company and the Guarantors shall cause all properties used or useful in
the conduct of its business or the business of any of its Subsidiaries to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and shall cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in its
judgment may be necessary, so that the business carried on in connection
therewith may be properly and advantageously conducted at all times unless the
failure to so maintain such properties (together with all other such failures)
would not have a material adverse effect on the financial condition or results
of operations of the Company and the Guarantors and their Subsidiaries taken as
a whole; provided, however, that nothing in this Section 4.06 shall prevent the
Company and the Guarantors or any of their Subsidiaries from discontinuing the
operation or maintenance of any of such properties, or disposing of any of
them, if


 


33

















 


such discontinuance or
disposal is either (i) in the ordinary course of business, (ii) in the good
faith judgment of the Board of Directors of the Company or the Guarantors or
the Subsidiary concerned, or of the senior officers of the Company or the
Guarantors or such Subsidiary, as the case may be, desirable in the conduct of
the business of the Company or the Guarantors or such Subsidiary, as the case
may be, or (iii) is otherwise permitted by this Indenture.


 


(b)                                 Each of the
Company and the Guarantors shall provide or cause to be provided, for itself
and each of its Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds that, in the reasonable, good faith opinion
of each of the Company and the Guarantors are adequate and appropriate for the
conduct of the business of the Company and the Guarantors and such Subsidiaries
in a prudent manner, with reputable insurers or with the government of the
United States of America or an agency or instrumentality thereof, in such
amounts, with such deductibles, and by such methods as shall be customary, in
the reasonable, good faith opinion of each of the Company and the Guarantors,
for companies similarly situated in the industry, unless the failure to provide
such insurance (together with all other such failures) would not have a
material adverse effect on the financial condition or results of operations of
each of the Company and the Guarantors and its Subsidiaries, taken as a whole.


 


SECTION 4.07.                                                                 Compliance
Certificate; Notice of Default.


 


(a)                                  The Company
shall deliver to the Trustee, within 60 days after the end of the Company’s
fiscal quarters and within 90 days after the end of the Company’s fiscal year,
an Officers’ Certificate stating that a review of its activities and the
activities of its Subsidiaries during the preceding fiscal period has been made
under the supervision of the signing Officers with a view to determining
whether it has kept, observed, performed and fulfilled its obligations under
this Indenture and further stating, as to each such Officer signing such
certificate, that to the best of his knowledge, the Company during such
preceding fiscal period has kept, observed, performed and fulfilled each and
every such covenant and no Default or Event of Default occurred during such
period and at the date of such certificate there is no Default or Event of
Default that has occurred and is continuing or, if such signers do know of such
Default or Event of Default, the certificate shall describe the Default or
Event of Default and its status with particularity.  The Officers’ Certificate shall also include all calculations
necessary to show covenant compliance. 
The Officers’ Certificate shall also notify the Trustee should the
Company elect to change the manner in which it fixes its fiscal year end.


 


(b)                                 So long as not
contrary to the then current recommendations of the American Institute of
Certified Public Accountants, the Company shall deliver to the Trustee within
90 days after the end of each fiscal year a written statement by its
independent certified public accountants stating (A) that its audit examination
has included a review of the terms of this Indenture and the Securities as they
relate to accounting matters, and (B) whether, in connection with its audit
examination, any Default or Event of Default has come to its attention and if
such a Default or Event of Default has come to its attention, specifying the
nature and period of existence thereof.


 


34

















 


(c)                                  The Company
will deliver to the Trustee as soon as possible, and in any event within 10
days after the Company becomes aware or should reasonably have become aware of
the occurrence of any Default or Event of Default, an Officers’ Certificate
specifying such Default or Event of Default and what action the Company is
taking or proposes to take with respect thereto.


 


SECTION 4.08.                                                                 Compliance with
Laws.


 


Each of the Company and the
Guarantors shall comply, and shall cause each of its Subsidiaries to comply,
with all applicable statutes, rules, regulations, orders and restrictions of
the United States of America, Peru and the Cayman Islands, all states and
municipalities thereof, and of any governmental department, commission, board,
regulatory authority, bureau, agency and instrumentality of the foregoing, in
respect of the conduct of their respective businesses and the ownership of their
respective properties, except such as are being contested in good faith and by
appropriate proceedings and except for such noncompliances as would not in the
aggregate have a material adverse effect on the financial condition or results
of operations of each of the Company and the Guarantors and its Subsidiaries
taken as a whole.


 


SECTION 4.09.                                                                 SEC Reports and
Other Information.


 


(a)                                  At all times
when the Company is required or permitted voluntarily to file with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act or this Indenture is
qualified under the TIA, the Company (at its own expense) shall file with the
SEC and shall file with the Trustee and mail or cause the Trustee to mail to
the Holders at their addresses set forth in the register of Securities within
15 days after it files them with the SEC copies of the annual reports,
quarterly reports and the information, documents, and other reports (or copies
of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) to be filed pursuant to Section 13 or 15(d) of the
Exchange Act.  If the Company is not
subject to the requirements of such Section 13 or 15(d) of the Exchange Act and
not permitted to voluntarily file and this Indenture has not been qualified
under the TIA, the Company (at its own expense) shall file with the Trustee and
mail or cause the Trustee to mail to the Holders at their addresses set forth
in the register of Securities, within 15 days after it would have been required
to file such information with the SEC, all information and financial
statements, including any notes thereto and with respect to annual reports,
quarterly reports, an auditors’ report by an accounting firm of established
national reputation, and a “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” both comparable to the disclosure that
each of the Company would have been required to include in such annual reports,
quarterly reports, information, documents or other reports, as if the Company was
subject to the requirements of such Section 13 or 15(d) of the Exchange Act, in
each case in the form that would have been required by the SEC.  Upon qualification of this Indenture under
the TIA, the Company shall also comply with the provisions of TIA Section
314(a).


 


At any time when the Company
is not subject to Section 13 or 15(d) of the Exchange Act, upon the request of
a Holder of a Series A Note, the Company will promptly furnish or cause to
be furnished such information as is specified pursuant to Rule 144A(d)(4) under
the Securities


 


35

















 


Act (or any successor provision thereto) to
such Holder or to a prospective purchaser of such Series A Note designated
by such Holder, as the case may be, in order to permit compliance by such
Holder with Rule 144A under the Securities Act.


 


SECTION 4.10.                                                                 Waiver of Stay,
Extension or Usury Laws.


 


Each of the Company and the
Guarantors covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law or any usury law or
other law that would prohibit or forgive the each of Company and the Guarantors
from paying all or any portion of the principal of or interest on the
Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of
this Indenture; and (to the extent that it may lawfully do so) each of the Company
and the Guarantors hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.


 


SECTION 4.11.                                                                 Limitation on
Transactions with Affiliates.


 


(a)                                  The Company
will not, and will not permit any of the Restricted Subsidiaries to, directly
or indirectly, enter into or permit to exist any transaction (including,
without limitation, the purchase, sale, lease or exchange of any property or
the rendering of any service) with or for the benefit of an Affiliate of the
Company or any Restricted Subsidiary (other than transactions between the
Company and a Wholly-Owned Restricted Subsidiary or between Wholly-Owned
Restricted Subsidiaries) (an “Affiliate Transaction”), other than (x) Affiliate
Transactions permitted under (b) below and (y) Affiliate Transactions
(including lease transactions) on terms that are no less favorable to the
Company or the relevant Restricted Subsidiary in the aggregate than those that
might reasonably have been obtained in a comparable transaction by the Company
or such Restricted Subsidiary on an arm’s-length basis (as determined in good
faith by the Board of Directors of the Company, as evidenced by a Board
Resolution) from a person that is not an Affiliate; provided that except as
otherwise provided under (b) below, neither the Company nor any of the
Restricted Subsidiaries shall enter into an Affiliate Transaction or
Series of related Affiliate Transactions involving or having a value of
more than $5.0 million unless the Company or such Restricted Subsidiary, as the
case may be, has received an opinion from an Independent Financial Advisor,
with a copy thereof to the Trustee, to the effect that the financial terms of
such Affiliate Transaction are fair and reasonable to the Company or such
Restricted Subsidiary, as the case may be, and such terms are no less favorable
to the Company or such Restricted Subsidiary, as the case may be, than those
that could be obtained in a comparable transaction on an arm’s-length basis
with a person that is not an Affiliate.


 


(b)                                 The foregoing
provisions shall not apply to (i) any Restricted Payment that is made in
compliance with Section 4.03, (ii) payments by the Company or any of the
Restricted Subsidiaries to Renco or DRA of the amounts set forth in clauses
(4), (5), (7) and (8) of the second paragraph of Section 4.03 and (iii)
reasonable and customary regular fees to directors of the Company and the
Restricted Subsidiaries who are not


 


36

















 


employees of the Company and
the Restricted Subsidiaries.


 


SECTION 4.12.                                                                 Limitation on
Indebtedness


 


(a)                                  The Company
will not, and will not cause or permit any of the Restricted Subsidiaries to,
directly or indirectly, create, incur, assume, guarantee, become liable,
contingently or otherwise, with respect to, or otherwise become responsible for
the payment of (collectively “incur”) any Indebtedness (including Acquired
Indebtedness) other than Permitted Indebtedness; provided that the Company and
the Guarantors may incur Indebtedness (including Acquired Indebtedness) if: (A)
no Default or Event of Default shall have occurred and be continuing at the
time of the proposed incurrence thereof or shall occur as a result of such
proposed incurrence, and (B) after giving effect to such proposed incurrence,
the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal
to 2.5 to 1.0.  Notwithstanding the
foregoing, a Restricted Subsidiary that is not a Guarantor may incur Acquired
Indebtedness to the extent such Indebtedness could have been incurred by the
Company and the Guarantors pursuant to the proviso in the immediately preceding
sentence.


 


(b)                                 The Company and
the Guarantors shall not, directly or indirectly, in any event incur any
Indebtedness which by its terms (or by the terms of any agreement governing
such Indebtedness) is subordinated to any other Indebtedness of the Company or
such Guarantor unless such Indebtedness is also by its terms (or by the terms
of any agreement governing such Indebtedness) made expressly subordinated to
the Securities or the Guarantee of such Guarantor, as the case may be, to the
same extent and in the same manner as such Indebtedness is subordinated to such
other Indebtedness of the Company or such Guarantor.


 


SECTION 4.13.                                                                 Limitation on
Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries.


 


The Company will not, and
will not permit any of the Restricted Subsidiaries to, directly or indirectly,
create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any Restricted Subsidiary to: (a)
pay dividends or make any other distributions on its Capital Stock, or any
other interest or participation in, or measured by, its profits, owned by the
Company or by any Restricted Subsidiary, or pay any Indebtedness owed to the
Company or any Restricted Subsidiary; (b) make loans or advances to the Company
or any Restricted Subsidiary; or (c) transfer any of its properties or assets
to the Company or to any Restricted Subsidiary, except, in each case, for such
encumbrances or restrictions existing under or by reason of: (i) applicable
law; (ii) this Indenture; (iii) customary non-assignment provisions of any
lease governing a leasehold interest of the Company or any Restricted
Subsidiary; (iv) any instrument governing Indebtedness of a person acquired by
the Company or any Restricted Subsidiary at the time of such acquisition, which
encumbrance or restriction is not applicable to any person, or the properties
or assets of any person, other than the person or its Subsidiaries so acquired;
(v) any written agreement existing on the Issue Date or amendments or
modifications thereto, provided that no such agreement shall be modified or
amended in such a manner as to make the encumbrance or restriction more
restrictive than as in effect on the Issue Date, except that International
Sales Agency Services Contract and the Hedging Services Contract between


 


37

















 


Doe Run Peru and the Company now in effect,
by which Doe Run Peru pays certain fees to the Company, may be amended to reduce
the aggregate amount payable thereunder to the Company to an amount equal to no
less than $4,000,000 per annum; (vi) Indebtedness under the U.S. Revolving
Credit Facility, the Senior Credit Facility and any other Indebtedness existing
and as in effect on the Issue Date and any refinancing, refunding, replacement
or extensions thereof, provided that any such encumbrance or restriction
contained in any refinancing, refunding, replacement or extension of the U.S.
Revolving Credit Facility shall be no more restrictive than such encumbrance or
restriction contained in the U.S. Revolving Credit Facility as in effect on the
Issue Date; (vii) Indebtedness under the Peruvian Revolving Credit Facility or
any refinancings, refundings, replacements or extensions thereof; and (viii)
Indebtedness incurred in accordance with this Indenture, provided that such
encumbrance or restriction shall be no more restrictive than any encumbrance or
restriction contained in the Revolving Credit Facilities.


 


SECTION 4.14.                                                                 Limitation on
Liens.


 


The Company will not, and
will not permit any of the Restricted Subsidiaries to, directly or indirectly,
create, incur, assume or suffer to exist any Liens other than Liens expressly
permitted by the applicable Collateral Document and upon any other properties
or assets of the Company (including, without limitation, any Capital Stock of a
Restricted Subsidiary) or any of the Restricted Subsidiaries whether owned on
the Issue Date or acquired after the Issue Date, or on any income or profits therefrom,
or assign or otherwise convey any right to receive income or profits thereon
other than (i) Liens created by the Securities, this Indenture and the
Collateral Documents (ii) Liens existing on the Issue Date to the extent and in
the manner such Liens are in effect on the Issue Date, (iii) Liens on the
non-fixed assets of the Company and the Restricted Subsidiaries securing
Indebtedness under the Revolving Credit Facilities, (iv) Liens securing the
Senior Credit Facility and (v) any other Permitted Liens.


 


SECTION 4.15.                                                                 Change of
Control.


 


(a)                                  Upon the
occurrence of a Change of Control, the Company shall be obligated to make an
offer to purchase all outstanding Securities pursuant to the offer described in
paragraph (b), below (the “Change of Control Offer”), at a purchase price equal
to 101% of the principal amount thereof plus accrued interest, if any, to the
date of purchase.  Within 10 days after
the date upon which the Change of Control occurred (the “Change of Control
Date”) requiring the Company to make a Change of Control Offer pursuant to this
Section 4.15, the Company shall so notify the Trustee.


 


(b)                                 Within 30 days
following any Change of Control Date, the Company shall send, by first class
mail, a notice to each Holder, with copies to the Trustee, which notice shall
govern the terms of the Change of Control Offer.  The notice to the Holders shall contain all instructions and
materials necessary to enable such Holders to tender Securities pursuant to the
Change of Control Offer.  Such notice
shall state:


 


(1)                                  that the Change
of Control Offer is being made pursuant to this Section 4.15 and that all
Securities tendered will be accepted for payment;


 


38

















 


(2)                                  the purchase
price (including the amount of accrued interest) and the purchase date (which
shall be no earlier than 45 days nor later than 60 days following the Change of
Control Date, other than as may be required by law) (the “Change of Control
Payment Date”);


 


(3)                                  that any
Security not tendered will continue to accrue interest;


 


(4)                                  that, unless
the Company defaults in making payment therefor, any Security accepted for
payment pursuant to the Change of Control Offer shall cease to accrue interest
after the Change of Control Payment Date;


 


(5)                                  that Holders
electing to have a Security purchased pursuant to a Change of Control Offer
will be required to surrender the Security, with the form entitled “Option of
Holder to Elect Purchase” on the last page of 
the Security completed, to the Paying Agent at the address specified in
the notice prior to the close of business on the Business Day prior to the
Change of Control Payment Date;


 


(6)                                  that Holders
will be entitled to withdraw their election if the Paying Agent receives, not
later than two Business Days prior to the Change of Control Payment Date, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Securities the Holder delivered for
purchase and a statement that such Holder is withdrawing his election to have
such Security purchased;


 


(7)                                  that Holders
whose Securities are purchased only in part will be issued new Securities in a
principal amount equal to the unpurchased 
portion of the Securities surrendered; and


 


(8)                                  the circumstances
and relevant facts regarding such Change of Control.


 


On or before the Change of
Control Payment Date, the Company shall (i) accept for payment Securities or
portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit
with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price of
all Securities so tendered and (iii) deliver to the Trustee Securities so
accepted together with an Officers’ Certificate stating the Securities or
portions thereof being purchased by the Company.  The Paying Agent shall promptly mail to the Holders of Securities
so accepted payment in an amount equal to the purchase price, and the Trustee
shall promptly authenticate and mail to such Holders new Securities equal in
principal amount to any unpurchased portion of the Securities surrendered.  Any Securities not so accepted shall be
promptly mailed by the Company to the Holder thereof.  The Company will publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment
Date.  The Company shall comply, to the
extent applicable, with the requirements of Section 14(e) of the Exchange Act
and any other securities laws or regulations in connection with the repurchase
of securities pursuant to a Change of Control Offer.  The Change of Control Offer shall remain open for at least 20
Business Days and until the close of business on the Change of Control Payment
Date.  For purposes of this Section
4.15, the Trustee shall act as the Paying Agent.


 


39

















 


SECTION 4.16.                                                                 Limitation on
Sale of Assets.


 


(a)                                  The Company
will not, and will not permit any of the Restricted Subsidiaries to, consummate
any Asset Sale, unless (i) such Asset Sale is for at least Fair Market Value,
(ii) at least 80% of the consideration therefrom received by the Company or
such Restricted Subsidiary is in the form of cash or Cash Equivalents and (iii)
the Company or such Restricted Subsidiary shall apply the Net Cash Proceeds of
such Asset Sale within 270 days of receipt thereof, as follows:


 


(i)                                     first, to the
payment of any outstanding amounts then due (after giving effect to such Asset
Sale) under the Senior Credit Facility, provided however to the extent such Net
Cash Proceeds are received from an Asset Sale (x) either not involving the
sale, transfer or disposition of Collateral (“Non-Collateral Proceeds”) or (y)
involving the sale of Collateral consisting of assets, securing Permitted
Indebtedness, or Indebtedness otherwise permitted to be incurred hereunder
which is required to be repaid with the proceeds of such Asset Sale prior to
any other repayments being made with the proceeds thereof (“Senior Secured
Proceeds”), to repay (and, in the case of any revolving credit facility, effect
a permanent reduction in the commitment thereunder), prior to the payment of
any outstanding amounts then due under the Senior Credit Facility, any
Indebtedness secured by the assets involved in such Asset Sale or otherwise
required to be repaid with the proceeds thereof first;


 


(ii)                                  second, with
respect to Non-Collateral Proceeds or Senior Secured Proceeds remaining after
application pursuant to the preceding paragraph (i) and any other Net Cash
Proceeds received from an Asset Sale involving Collateral remaining after
application of the proceeds pursuant to the preceding paragraph (i)
(“Collateral Proceeds” and, together with such remaining Non-Collateral
Proceeds and Senior Secured Proceeds, the “Available Amount”) the Company shall
make an offer to purchase (the “Asset Sale Offer”) from all Holders of
Securities up to a maximum principal amount (expressed as a multiple of $1,000)
of Securities equal to the Available Amount at a purchase price equal to 100%
of the principal amount thereof plus accrued and unpaid interest thereon, if
any, to the date of purchase;  provided,
however, that this paragraph (ii) shall not apply to the Net Cash
Proceeds received from any Asset Sale (whether in one transaction or a series
of related transactions) if (A) the aggregate amount of such Net Cash Proceeds
is less than $20,000,000; -**/(B) the Net Cash Proceeds are applied to a
Related Business Investment within 270 days of such Asset Sale; and (C) if the
Net Cash Proceeds so invested were Collateral Proceeds, the property and assets
constituting such Related Business Investment and any other non-cash
consideration received as a result of such Asset Sale are made subject to the
Lien of this Indenture and the applicable Collateral Documents; provided,
further, that to the extent any such assets subject to an Asset Sale
constituted Collateral, any property and assets constituting a Related Business
Investment and any other non-cash consideration received as a result of such
Asset Sale shall not consist of inventory or receivables and shall constitute
Collateral under the terms of this Indenture and under the terms of the
Collateral Documents; provided, further, that


 


40

















 


if at any time any non-cash
consideration received by the Company or any such Restricted Subsidiary, as the
case may be, in connection with any Asset Sale is converted into or sold or
otherwise disposed of for cash, then such conversion or disposition shall be
deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof
shall be applied in accordance with this Section 4.16; and provided, further,
that the Company may defer the Asset Sale Offer until there is an aggregate
unutilized Available Amount equal to or in excess of $5 million resulting from
one or more Asset Sales (at which time, the entire unutilized Available Amount,
and not just the amount in excess of $5 million, shall be applied as required
pursuant  to this paragraph).  To the extent the Asset Sale Offer is not
fully subscribed to by Holders of the Securities, the Company and the
Restricted Subsidiaries may obtain a release of the unutilized portion of the
Available Amount from the Lien of the Collateral Documents and use it for any
purpose not prohibited by this Indenture.


 


All Collateral Proceeds
shall constitute Trust Moneys and shall be delivered by the Company (or the
applicable Subsidiary) to the Trustee and shall be deposited in the Collateral
Account in accordance with this Indenture. 
Collateral Proceeds so deposited may be withdrawn from the Collateral
Account pursuant to this Indenture.


 


(a)                                  In the event of
the transfer of substantially all (but not all) of the property and assets of
the Company and the Restricted Subsidiaries as an entirety to a person in a
transaction permitted under Article Five hereof, the successor corporation
shall be deemed to have sold the properties and assets of the Company and the
Restricted Subsidiaries not so transferred for purposes of this Section 4.16,
and shall comply with the provisions of this covenant with respect to such
deemed sale as if it were an Asset Sale. 
In addition, the Fair Market Value of such properties and assets of the
Company or the Restricted Subsidiaries deemed to be sold shall be deemed to be
Net Cash Proceeds for purposes of this Section 4.16.


 


(b)                                 The notice of
an Asset Sale Offer shall be sent, by first class mail, by the Company (or
caused to be mailed by the Company) with a copy to the Trustee to all Holders
of Securities not less than 30 days nor more than 60 days before the Asset Sale
Payment Date at their last registered addresses.  The Asset Sale Offer shall remain open for a period of 20
business days or such longer period as may be required by law.  The notice to the Holders shall contain all
instructions and materials necessary to enable such Holders to tender
Securities pursuant to the Asset Sale Offer. 
Such notice shall state:


 


(1)                                  that the Asset
Sale Offer is being made pursuant to Section 4.16;


 


(2)                                  the purchase
price (including an amount of accrued interest) and the Asset Sale Offer
Payment Date;


 


(3)                                  that any
Security not tendered will continue to accrue interest;


 


41

















 


(4)                                  that unless the
Company defaults in making payment therefor, any Security accepted for payment
pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset
Sale Offer Payment Date;


 


(5)                                  that Holders
electing to have a Security purchased pursuant to an Asset Sale Offer will be
required to surrender the Security, with the form entitled “Option of Holder to
Elect Purchase” on the last page of the Security completed, to the Paying Agent
at the address specified in the notice prior to the close of business on the
Business Day prior to the Asset Sale Offer Payment Date;


 


(6)                                   that Holders
will be entitled to withdraw their election if the Paying Agent receives, no
later than two Business Days prior to the Asset Sale Offer Payment Date, a
telegram, telex, facsimile transmission or letter stating fully the name of the
Holder, the principal amount of the Securities the Holder delivered for
purchase and a statement that such Holder is withdrawing his election to have
such Security purchased;


 


(7)                                   that if Securities in a principal amount
in excess of the principal amount of the Securities to be acquired pursuant to
the Asset Sale Offer are tendered and not withdrawn pursuant to the Asset Sale
Offer, the Company shall purchase Securities on a pro rata basis (with such
adjustment as may be deemed appropriate by the Company so that only Securities
in denominations of $1,000 or integral multiples of $1,000 shall be so
acquired); and


 


(8)                                  that Holders
whose Securities are purchased only in part will be issued new Securities in a
principal amount equal to the unpurchased portion of the Securities
surrendered.


 


On or before an Asset Sale
Offer Payment Date, the Company shall (i) accept for payment Securities or
portions thereof tendered pursuant to the Asset Sale Offer (on a pro rata basis
if required pursuant to paragraph (7) above), (ii) deposit with the Paying
Agent U.S. Legal Tender sufficient to pay the purchase price of all Securities
or portions thereof so tendered and (iii) deliver to the Trustee Securities so
accepted together with an Officers’ Certificate identifying the Securities or
portions thereof accepted for payment by the Company.  The Paying Agent shall promptly mail or deliver to Holders of
Securities so accepted payment in an amount equal to the purchase price, and
the Trustee shall promptly authenticate and mail or deliver to such Holders new
Securities equal in principal amount to any unpurchased portion of the
Securities surrendered.  Any Securities
not so accepted shall be promptly mailed or delivered by the Company to the
Holder thereof.  The Company will
publicly announce the results of the Asset Sale Offer as promptly as
practicable following the Asset Sale Offer Payment Date.  The Company shall comply, to the extent
applicable, with the requirements of Section 14(e) of the Exchange Act and any
other securities laws or regulations in connection with the repurchase of
Securities pursuant to an Asset Sale Offer.


 


SECTION 4.17.                                                                 Limitation on
Sale/Leaseback Transactions.


 


The Company will not, and
will not permit any of the Restricted Subsidiaries to, enter into any new
Sale/leaseback agreements after the Issue Date.


 


42

















 


Notwithstanding the
foregoing, the Company and the Restricted Subsidiaries may enter into a
Sale/leaseback of assets not constituting Collateral if (i) after giving pro
forma effect to any such Sale/leaseback, the Company and the Restricted
Subsidiaries shall be in compliance with Section 4.12, (ii) the sale price in
such Sale/leaseback is at least equal to the Fair Market Value of such property
and (iii) the Company or such Restricted Subsidiary shall apply the Net Cash
Proceeds of the sale as provided pursuant to Section 4.16, to the extent
required by such provision.


 


SECTION 4.18.                                                                 Limitation on
Preferred Stock of Restricted Subsidiaries.


 


The Company will not permit
any Restricted Subsidiary to issue any Preferred Stock, nor will the Company
permit any person (other than the Company or a Wholly-Owned Restricted
Subsidiary) to hold any Preferred Stock of a Restricted Subsidiary.


 


SECTION 4.19.                                                                 Qualifying
Investment Requirements.


 


[Intentionally omitted.]


 


SECTION 4.20.                                                                 Future
Guarantees.


 


If the Company or any of the
Restricted Subsidiaries transfers or causes to be transferred, in one
transaction or a series of related transactions, any property to any
Restricted Subsidiary that is not a Guarantor, or if the Company or any of the
Restricted Subsidiaries shall organize, acquire or otherwise invest in another
Restricted Subsidiary having total assets with a book value in excess of $1
million, then such transferee or acquired or other Restricted Subsidiary shall
(i) execute and deliver to the Trustee a supplemental indenture in form
reasonably satisfactory to the Trustee pursuant to which such Restricted
Subsidiary shall unconditionally guarantee all of the Company’s obligations
under the Securities and this Indenture on the terms set forth in this
Indenture and (ii) deliver to the Trustee an Opinion of Counsel that such
supplemental indenture has been duly authorized, executed and delivered by such
Restricted Subsidiary and constitutes a legal, valid, binding and enforceable
obligation of such Restricted Subsidiary. 
Thereafter, such Restricted Subsidiary shall be a Guarantor for all
purposes of this Indenture. 
Notwithstanding the foregoing, the following Restricted Subsidiaries
shall not be required to become Guarantors under this Indenture: (i) DR
Exploration; (ii) any Restricted Subsidiary formed or acquired in connection
with Related Business Investments made by the Company or any of the Restricted
Subsidiaries pursuant to clause (iii) of the definition of “Permitted
Investment” and (iii) any Restricted Subsidiary which is not permitted by law
to become a Guarantor under this Indenture.


 


SECTION 4.21.                                                                 Conduct of
Business.


 


The Company and the
Restricted Subsidiaries will not engage in any businesses which are not the
same, similar or reasonably related to the businesses in which the Company and
the Restricted Subsidiaries are engaged on the Issue Date.


 


SECTION 4.22.                                                                 Impairment of
Security Interest.


 


The Company shall not, and
shall not permit any of its Subsidiaries to, take or omit to take any action
which action or omission might or would have the result of affecting or
impairing


 


43

















 


 


the security interest in favor of the
Collateral Agent, on behalf of itself, the Trustee and the Holders, with
respect to the Collateral, and the Company shall not grant to any person (other
than the Collateral Agent on behalf of itself, the Trustee and the Holders) any
interest whatsoever in the Collateral other than (i) Liens permitted by this
Indenture and the Collateral Documents and (ii) any liens securing the Senior
Credit Facility.


 


SECTION 4.23.                                                                 Amendment to
Collateral Documents.


 


The Company will not amend,
modify or supplement, or permit or consent to any amendment, modification or
supplement of, the Collateral Documents in any way which would be adverse to
the Holders.


 


SECTION 4.24.                                                                 Inspection and
Confidentiality.


 


(a)                                  The Company
shall, and shall cause each of its Subsidiaries to, permit authorized
representatives of the Trustee and the Collateral Agent to visit and inspect
the properties of the Company or its Subsidiaries, and any or all books,
records and documents in the possession of the Company relating to the
Collateral, and to make copies and take extracts therefrom and to visit and
inspect the Collateral, all upon reasonable prior notice and at such reasonable
times during normal business hours and as often as may be reasonably requested.


 


(b)                                 The Trustee and
the Collateral Agent and their respective authorized representatives referred
to in Section 4.24(a) agree not to use any information obtained pursuant to
this Section 4.24 for any unlawful purpose and to keep confidential and not to
disclose any such information to any person except that (i) the recipient of
the information may disclose any information that becomes publicly available
other than as a result of disclosure by such recipient, (ii) the recipient of
the information may disclose any information that its counsel reasonably
concludes is necessary to be disclosed by law, pursuant to any court or
administrative order or ruling or in any pending legal or administrative
proceeding or investigation after prior written notice, reasonable under the
circumstances, to the Company, and (iii) the recipient of the information may
disclose any information necessary to be disclosed pursuant to any provision of
the TIA or pursuant to this Indenture.


 


ARTICLE V.


 


SUCCESSOR
CORPORATION


 


SECTION 5.01.                                                                 When Company
May Merge, Etc.


 


(a)                                  The Company
will not, in a single transaction or series of related transactions, (i)
consolidate or merge with or into, or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its assets to any person or
(ii) adopt a Plan of Liquidation unless: 
either (a) the Company shall be the surviving or continuing corporation,
or (b) the person (if other than the Company) formed by such consolidation or
the person into which the Company is merged or the person which acquires by
sale, assignment, transfer, lease, conveyance or otherwise all or substantially
all of the assets of the Company or in the case of a Plan of Liquidation, the
person


 


44

















 


to which the assets of the Company have been
transferred (i) shall be a corporation organized and validly existing under the
laws of the United States or any State thereof or the District of Columbia and
(ii) shall expressly assume, by supplemental indenture (in form and substance satisfactory
to the Trustee) executed and delivered to the Trustee, the due and punctual
payment of the principal of, and premium, if any, and interest on, all of the
Securities, and the performance of 
every covenant of this Indenture, and the Securities relating to the
Securities on the part of the Company to be performed or observed;


 


(1)                                  immediately
after giving effect to such transaction and the assumption contemplated by
clause (1)(b)(ii) above (including giving effect to any Indebtedness and
Acquired Indebtedness incurred or anticipated to be incurred in connection with
or in respect of such transaction), the Company (in the case of clause (a) of
the foregoing clause (1))or such person (in the case of clause (1)(b) thereof)
(a) shall have a Consolidated Net Worth (immediately after the transaction but
prior to any purchase accounting adjustments relating to such transaction)
equal to or greater than the Consolidated Net Worth of the Company immediately
prior to such transaction and shall be able to incur (assuming a market rate of
interest with respect thereto) at least $1.00 of additional Indebtedness (other
than Permitted Indebtedness) as if it were the Company under paragraph (a) of
Section 4.12 of this Indenture;


 


(2)                                  immediately
before and after giving effect to such transaction and the assumption
contemplated by clause (1)(b)(ii) above (including giving effect to any
Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred
in connection with or in respect of the transaction), no Default or Event of
Default shall have occurred and be continuing;


 


(3)                                  the Company or
such person shall have delivered to the Trustee (A) an Officers’ Certificate
and an Opinion of Counsel (which counsel shall not be in-house counsel of the
Company), each stating that such consolidation, merger, conveyance, transfer,
lease or Plan of Liquidation and if a supplemental indenture is required in
connection with such transaction, such supplemental indenture comply with this
provision of this Indenture and that all conditions precedent in this Indenture
relating to such transaction have been satisfied and (B) a certificate from the
Company’s independent certified public accountants stating that the Company has
made the calculations required by clause (2) above in accordance with the terms
of this Indenture; and


 


(4)                                  neither the
Company nor any Restricted Subsidiary nor such person, as the case may be,
would thereupon become obligated with respect to any Indebtedness (including
Acquired Indebtedness) nor any of its property or assets subject to any Lien,
unless the Company or such Restricted Subsidiary or such person, as the case
may be, could incur such Indebtedness (including Acquired Indebtedness) or
create such Lien under this Indenture (giving effect to such person being bound
by all the terms of this Indenture).


 


(b)                                 For purposes of
the foregoing, the transfer (by lease, assignment, sale or otherwise, in a
single transaction or Series of transactions) of all or substantially all of
the


 


45

















 


properties or assets of one or more
Restricted Subsidiaries, the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Company, shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company.


 


Each Guarantor (other than
any Guarantor whose Guarantee is to be released in accordance with the terms of
the Guarantee and this Indenture in connection with any transaction complying
with the provisions of Section 4.16) will not, and the Company will not cause
or permit any Guarantor to, consolidate with or merge with or into or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially
all of its assets to any person (other than a merger of the Company with any
Guarantor or a merger of Guarantors) unless (i) the entity formed by or
surviving any such consolidation or merger (if other than the Guarantor) or to
which such sale, lease, conveyance or other disposition shall have been made is
a corporation organized and validly existing under the laws of the United
States or any state thereof or the District of Columbia or an entity organized
and validly existing under the laws of the foreign jurisdiction in which such
Guarantor is organized; (ii) such entity assumes by supplemental indenture all
of the obligations of such Guarantor under such Guarantee; and (iii)
immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing.


 


Notwithstanding the
foregoing, (i) the merger of the Company with an Affiliate incorporated solely
for the purpose of incorporating the Company in another jurisdiction shall be
permitted and (ii) the merger of the Company and any Restricted Subsidiary shall
be permitted.


 


SECTION 5.02.                                                                 Successor
Corporation Substituted.


 


Upon any consolidation,
merger, conveyance, lease or transfer in accordance with Section 5.01, the
successor person formed by such consolidation or into which the Company or any
Guarantor, as the case may be, is merged or to which such conveyance, lease or
transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company or such Guarantor, as the case may be,
under this Indenture with the same effect as if such successor person had been
named as the Company or such Guarantor, as the case may be, herein and
thereafter (except in the case of a sale, assignment, transfer, lease,
conveyance or other disposition) the predecessor corporation will be relieved
of all further obligations and covenants under this Indenture and the
Securities, in the case of the Company, or its Guarantee, in the case of any
Guarantor.


 


ARTICLE VI.


 


DEFAULT
AND REMEDIES


 


SECTION 6.01.                                                                 Events of
Default.


 


An “Event of Default” occurs
if:


 


(1)                                  the Company
defaults in the payment of interest on any Securities when the same becomes due
and payable and the Default continues for a period of 30 days;


 


46

















 


(2)                                  the Company defaults
in the payment of the stated principal amount of any Securities when the same
becomes due and payable at maturity, upon acceleration or redemption pursuant
to an offer to purchase required hereunder or otherwise;


 


(3)                                  the Company or
any of the Guarantors fails to comply in all material respects with any of
their other agreements contained in the Securities or this Indenture
(including, without limitation, under Sections 
4.15, 4.16 and 5.01) and the Default continues for the period and after
the notice specified below;


 


(4)                                  there shall be
any default or defaults in the payment of principal or interest under one or
more agreements, instruments, mortgages, bonds, debentures or other evidences
of Indebtedness under which the Company or any Restricted Subsidiary then has
outstanding Indebtedness in excess of $10.0 million, individually or in the
aggregate;


 


(5)                                  there shall be
any default or defaults under one or more agreements, instruments, mortgages,
bonds, debentures or other evidences of Indebtedness under which the Company or
any Restricted Subsidiary then has outstanding Indebtedness in excess of $7.5
million, individually or in the aggregate, and such default or defaults have
resulted in the acceleration of the maturity of such Indebtedness;


 


(6)                                  the Company or
any Restricted Subsidiary fails to perform (after giving effect to any
applicable grace periods) any term, covenant, condition or provision of one or
more agreements, instruments, mortgages, bonds, debentures or other evidences
of Indebtedness under which the Company or any Restricted Subsidiary then has
outstanding Indebtedness in excess of $7.5 million, individually or in the
aggregate, and such failure to perform results in the commencement of judicial
proceedings to foreclose upon any assets of the Company or any such Restricted
Subsidiary securing such Indebtedness or the holders of such Indebtedness shall
have exercised any right under applicable law or applicable security documents
to take ownership of any such assets in lieu of foreclosure;


 


(7)                                  one or more
judgments, orders or decrees for the payment of money which either individually
or in the aggregate at any one time exceed $7.5 million shall be rendered
against the Company or any Restricted Subsidiary by a court of competent
jurisdiction and shall remain undischarged and unbonded for a period (during
which execution shall not be effectively stayed) of 60 consecutive days after
such judgment becomes final and nonappealable;


 


(8)                                  the Company or
any Significant Subsidiary (a) admits in writing its inability to pay its debts
generally as they become due, (b) commences a voluntary case or proceeding
under any Bankruptcy Law with respect to itself, (c) consents to the entry of a
judgment, decree or order for relief 
against it in an involuntary case or proceeding under any Bankruptcy
Law, (d) consents to the appointment of a Custodian of it or for substantially
all of its property, (e) consents to or acquiesces in the institution of a
bankruptcy or an insolvency proceeding against it, (f) makes a general
assignment for the benefit of its creditors or (g) takes any corporate action
to authorize or effect any of the foregoing;


 


47

















 


(9)                                  a court of
competent jurisdiction enters a judgment, decree or order for relief in respect
of the Company or any Significant Subsidiary in an involuntary case or
proceeding under any Bankruptcy Law which shall (1) approve as properly filed a
petition seeking reorganization, arrangement, adjustment or composition in
respect of the Company or any Significant Subsidiary, (2) appoint a Custodian
of the Company or any Significant Subsidiary or for substantially all of its
property or (3) order the winding-up or liquidation of its affairs, and such
judgment, decree or order shall remain unstayed and in effect for a period of
60 consecutive days;


 


(10)                            any of the
Guarantees of any Significant Subsidiary ceases to be in full force and effect
or any of such Guarantees is declared to be null and void and unenforceable or
any of such Guarantees is found to be invalid, or any such Guarantor denies its
liability under its Guarantee (other than by reason of release of a Guarantor
in accordance with the terms of this Indenture); or


 


(11)                            any Collateral
Document after the date of its effectiveness ceases to be in full force and
effect or any Collateral Document ceases to give the Trustee the Liens, rights,
powers and privileges purported to be created thereby in any material respect.


 


A Default under clause (3)
above (other than in the case of any Default under Sections 4.15, 4.16 and
5.01, which Defaults shall be Events of Default without the notice and without
the passage of time specified in this paragraph) is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
principal amount of the outstanding Securities notify the Company and the
Trustee, of the Default, and the Company does not cure the Default within 30
days after receipt of the notice.  The notice
must specify the Default, demand that it be remedied and state that the notice
is a “Notice of Default.” Such notice shall be given by the Trustee if so
requested by the Holders of at least 25% in principal amount of the Securities
then outstanding.


 


SECTION 6.02.                                                                 Acceleration.


 


If an Event of Default
(other than an Event of Default specified in Section 6.01(8) or 6.01(9)) occurs
and is continuing, then and in every such case the Trustee may, by notice to
the Company, or the Holders of at least 25% in aggregate principal amount of
the Securities then outstanding may, by written notice to the Company and the
Trustee, and the Trustee shall, upon the request of such Holders, declare the
aggregate unpaid principal of and premium, if any, on all of the Securities
outstanding, together with accrued but unpaid interest thereon to the date of
payment, to be due and payable and, upon any such declaration, the same shall
become and be due and payable; provided, however, that the Trustee shall be
under no obligation to follow any request of any of the Holders unless such
Holders shall have offered to the Trustee, after request by the Trustee,
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred by it in compliance with such request, order or
direction.  If an Event of Default
specified in Section 6.01(8) or 6.01(9) occurs, all unpaid principal, premium,
if any, and accrued interest on the Securities then outstanding shall ipso
facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Securityholder.  Subject to all provisions of this Indenture
and applicable law, the Holders of a majority in aggregate principal amount of
the then outstanding Securities have the right to direct the time,


 


48

















 


method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee.  The Trustee
may withhold from Holders notice of any continuing Default or Event of Default
(except a Default or Event of Default in the payment of principal of or
premium, if any, or interest on the Securities or that resulted from the
failure to comply with the provisions of Section 6.01(8) or 6.01(9), if it
determines that withholding notice is in their interest.  The Holders of a majority in principal
amount of the Securities then outstanding by notice to the Trustee may rescind
an acceleration and its consequences if (i) all existing Events of Default,
other than the non-payment of the principal of, and any premium if any, and
interest on the Securities which have become due solely by such declaration of
acceleration, have been cured or waived and the rescission would not conflict
with any judgment or decree of a court of competent jurisdiction.  No such rescission shall affect any
subsequent default or impair any right consequent thereto.  In the event that a declaration of
acceleration under either Section 6.01(4) or 6.01(5) above has occurred and is
continuing, such declaration of acceleration shall be automatically annulled if
the Indebtedness that is the subject of such Event of Default has been
discharged or paid (or the default thereunder otherwise cured) or the holders
of such Indebtedness shall have rescinded their declaration of acceleration in
respect of such Indebtedness within 60 days thereafter and no other Event of
Default has occurred during such 60-day period which has not been cured or
waived.


 


SECTION 6.03.                                                                 Other Remedies.


 


If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy by proceeding at
law or in equity to collect the payment of principal of or interest on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture.


 


The Trustee may maintain a
proceeding even if it does not possess any of the Securities or does not
produce any of them in the proceeding. 
A delay or omission by the Trustee or any Securityholder in exercising
any right or remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of or acquiescence in the Event of
Default.  No remedy is exclusive of any
other remedy.  All available remedies
are cumulative to the extent permitted by law.


 


SECTION 6.04.                                                                 Waiver of Past
Defaults.


 


Subject to Sections 6.07 and
9.02, the Holders of a majority in principal amount of the outstanding
Securities by notice to the Trustee may waive an existing Default or Event of
Default and its consequences, except a Default in the payment of principal of,
premium, if any, or interest on any Security as specified in clauses (1) and
(2) of Section 6.01 or in respect of any provision hereof which cannot be
modified or amended without the consent of the Holder so affected pursuant to
Section 9.02.  When a Default or Event
of Default is so waived, it shall be deemed cured and cease to exist.


 


SECTION 6.05.                                                                 Control by
Majority.


 


The Holders of a majority in
principal amount of the outstanding Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it including, without limitation,
any remedies


 


49

















 


provided for in Section 6.03.  Subject to Section 7.01, however, the
Trustee may refuse to follow any direction that conflicts with any law or this
Indenture, that the Trustee determines may be unduly prejudicial to the rights
of another Securityholder, or that may involve the Trustee in personal liability;
provided that the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.


 


SECTION 6.06.                                                                 Limitation on
Suits.


 


A Securityholder may not
pursue any remedy with respect to this Indenture or the Securities unless:


 


(1)                                  the Holder
gives to the Trustee notice of a continuing Event of Default;


 


(2)                                  Holders of at
least 25% in principal amount of the outstanding Securities make a written
request to the Trustee to pursue the remedy;


 


(3)                                  such Holders
offer to the Trustee reasonable indemnity against any loss, liability or
expense to be incurred in compliance with such request;


 


(4)                                  the Trustee
does not comply with the request within 30 days after receipt of the request
and the offer of satisfactory indemnity; and


 


(5)                                  during such
30-day period the Holders of a majority in principal amount of the outstanding
Securities do not give the Trustee a direction which, in the opinion of the
Trustee, is inconsistent with the request.


 


A Securityholder may not use
this Indenture to prejudice the rights of another Securityholder or to obtain a
preference or priority over such other Securityholder.


 


SECTION 6.07.                                                                 Rights of
Holders To Receive Payment.


 


Notwithstanding any other
provision of this Indenture, the right of any Holder to receive payment of
principal of and interest on a Security, on or after the respective due dates
expressed in such Security, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.


 


SECTION 6.08.                                                                 Collection Suit
by Trustee.


 


If an Event of Default in
payment of principal or interest specified in clause (1) or (2) of Section 6.01
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company, the Guarantors or any other
obligor on the Securities for the whole amount of principal and accrued
interest remaining unpaid, together with interest on overdue principal and, to
the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate per annum borne by the
Securities and such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.


 


50

















 


SECTION 6.09.                                                                 Trustee May
File Proofs of Claim.


 


The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, taxes, disbursements and advances of the
Trustee, its agents and counsel) and the Securityholders allowed in any
judicial proceedings relating to the Company, the Guarantors or any other
obligor upon the Securities, any of their respective creditors or any of their
respective property and shall be entitled and empowered to collect and receive any
monies or other property payable or deliverable on any such claims and to
distribute the same, and any Custodian in any such judicial proceedings is
hereby authorized by each Securityholder to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Securityholders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, taxes, disbursements and advances of the
Trustee, its agent and counsel, and any other amounts due the Trustee under
Section 7.07.  Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights
of any Holder thereof, or to authorize the Trustee to vote in respect of the
claim of any Securityholder in any such proceeding.


 


SECTION 6.10.                                                                 Priorities.


 


If the Trustee collects any
money pursuant to this Article Six, it shall pay out the money in the following
order:


 


First: to the Trustee for
amounts due under Section 7.07 and then to the Collateral Agent for amounts due
under the Collateral Documents;


 


Second: to Holders for
interest accrued on the Securities, ratably, without preference or priority of
any kind, according to the amounts due and payable on the Securities for
interest;


 


Third: to Holders for
principal amounts owing under the Securities and other amounts owing to the
Holders with respect to the Securities, ratably, without preference or priority
of any kind, according to the amounts due and payable on the Securities for
principal and other amounts owing to the Holders with respect to the
Securities; and


 


Fourth: to the Company or
any other obligor on the Securities, as their interests may appear, or as a
court of competent jurisdiction may direct.


 


The Trustee, upon prior
notice to the Company, may fix a record date and payment date for any payment
to Securityholders pursuant to this Section 6.10.


 


SECTION 6.11.                                                                 Undertaking for
Costs.


 


In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees,


 


51

















 


against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made
by the party litigant.  This Section
6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.07, or a suit by a Holder or Holders of more than 10% in principal
amount of the outstanding Securities.


 


SECTION 6.12.                                                                 Ranking.


 


Every Holder, by accepting a
Security, shall be deemed to agree that the Indebtedness of Doe Run Peru and
its Subsidiaries evidenced by their respective Guarantees are hereby
contractually subordinated to the prior payment in full of all obligations
under the Peruvian Revolving Credit Facility, including, but not limited to all
principal, interest, fees, however denominated, any other amounts owed under
the Peruvian Revolving Credit Facility, and specifically including all of the
foregoing whether arising or accruing before or after the commencement of any
insolvency proceedings.  No further
documentation or agreement is necessary to effectuate the foregoing subordination.  Upon the written request of BCP (or any
other agent under the Peruvian Revolving Credit Facility), however, the Trustee
is authorized to take any and all actions and execute any necessary
documentation, whether on the Issue Date or at any time thereafter, to confirm
or effectuate the foregoing subordination. 
In addition, except as described above, each of the Company and its
Subsidiaries agrees that the Indebtedness of Doe Run Peru and its Subsidiaries
evidenced by their respective Guarantees will rank senior in right of payment
to all future unsecured indebtedness of Doe Run Peru, subject to statutorily
preferred exceptions and statutorily mandated priorities based on the date of
issuance with respect to payment of obligations under applicable Peruvian law.


 


ARTICLE VII.


 


TRUSTEE


 


The Trustee hereby accepts
the trust imposed upon it by this Indenture and covenants and agrees to perform
the same, as herein expressed.


 


SECTION 7.01.                                                                 Duties of
Trustee.


 


(a)                                  If a Default or
an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture and use the same
degree of care and skill in its exercise thereof as a prudent person would
exercise or use under the circumstances in the conduct of his own affairs.


 


(b)                                 Except during
the continuance of a Default or an Event of Default:


 


(1)  The Trustee need perform only those duties
as are specifically set forth in this Indenture and no covenants or obligations
shall be implied in this Indenture that are adverse to the Trustee.


 


(2)  In the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Indenture.  However,  the Trustee shall examine the


 


52

















 


certificates and opinions to
determine whether or not they conform to the requirements of this Indenture.


 


(c)                                  The Trustee may
not be relieved from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:


 


(1)  This paragraph does not limit the effect of
paragraph (b) of this Section 7.01.


 


(2)  The Trustee shall not be liable for any
error of judgment made in good faith by a Trust Officer, unless it is proved
that the Trustee was negligent in ascertaining the pertinent facts.


 


(3)  The Trustee shall not be liable with respect
to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Sections 6.02 or 6.05.


 


(d)                                 No provision of
this Indenture shall require the Trustee or the Collateral Agent to expend or
risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.


 


(e)                                  Whether or not
therein expressly so provided, every provision of this Indenture that in any
way relates to the Trustee is subject to paragraphs (a), (b), (c) and (d) of
this Section 7.01.


 


(f)                                    The Trustee
shall not be liable for interest on any money or assets received by it except
as the Trustee may agree with the Company. 
Assets held in trust by the Trustee need not be segregated from other
assets except to the extent required by law.


 


SECTION 7.02.                                                                 Rights of Trustee.


 


Subject to Section 7.01:


 


(a)                                  The Trustee may
rely and shall be fully protected in acting or refraining from acting upon any
document believed by it to be genuine and 
to have been signed or presented by the proper person.  The Trustee need not investigate any fact or
matter stated in the document.


 


(b)                                 Before the
Trustee acts or refrains from acting, it may consult with counsel and may
require an Officers’ Certificate or an Opinion of Counsel, which shall conform
to Sections 12.04 and 12.05.  The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such certificate or opinion.


 


(c)                                  The Trustee may
act through its attorneys and agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care.


 


53

















 


(d)                                 The Trustee
shall not be liable for any action that it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers.


 


(e)                                  The Trustee
shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, notice,
request, direction, consent, order, bond, debenture, or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled, upon reasonable notice to the Company, to examine the books, records,
and premises of the Company, personally or by agent or attorney.


 


(f)                                    The Trustee
shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request, order or direction of any of the Holders
pursuant to the provisions of this Indenture or any of the Collateral
Documents, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred by it in compliance with such request, order or direction.


 


SECTION 7.03.                                                                 Individual
Rights of Trustee.


 


The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company, any Subsidiary of the Company or their
respective Affiliates with the same rights it would have if it were not
Trustee.  Any Agent may do the same with
like rights.  However, the Trustee must
comply with Sections 7.10 and 7.11.


 


SECTION 7.04.                                                                 Trustee’s
Disclaimer.


 


The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company’s use of the proceeds
from the Securities, and it shall not be responsible for any statement in the
Securities other than the Trustee’s certificate of authentication.


 


SECTION 7.05.                                                                 Notice of
Default.


 


If a Default or an Event of
Default occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to each Securityholder, as their names and addresses appear on the
Securityholder list described in Section 2.05, notice of the uncured Default or
Event of Default within 90 days after the Trustee obtains actual knowledge that
such Default or Event of Default has occurred. 
Except in the case of a Default or an Event of Default in payment of
principal of, or interest on, any Security, and a Default that resulted from
the failure to comply with Sections 4.15, 4.16 or 5.01, the Trustee may
withhold the notice if and so long as its board of directors, the executive
committee of its board of directors or a committee of its directors and/or
Trust Officers in good faith determines that withholding the notice is in the
interest of the Securityholders.


 


54

















 


SECTION 7.06.                                                                 Reports by
Trustee to Holders.


 


This Section 7.06 shall not
be operative as a part of this Indenture until this Indenture is qualified
under the TIA, and, until such qualification, this Indenture shall be construed
as if this Section 7.06 were not contained herein.


 


Within 60 days after each
October 15 beginning with the October 15 following the date of this Indenture,
the Trustee shall, to the extent that any of the events described in TIA
Section 313(a) occurred within the previous twelve months, but not otherwise,
mail to each Securityholder a brief report dated as of such May 15 that
complies with TIA Section 313(a).  The
Trustee also shall comply with TIA Sections 313(b) and 313(c).


 


A copy of each report at the
time of its mailing to Securityholders shall be mailed to the Company and filed
with the SEC and each stock exchange, if any, on which the Securities are
listed.


 


The Company shall notify the
Trustee if the Securities become listed on any securities exchange.


 


SECTION 7.07.                                                                 Compensation
and Indemnity.


 


The Company shall pay to the
Trustee from time to time reasonable compensation for its services as the
Company and the Trustee may agree.  The
Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust.  The
Company shall reimburse the Trustee upon request for all tax obligations
imposed on the Trustee related to this Indenture and all reasonable
out-of-pocket expenses incurred or made by it. 
Such expenses shall include the reasonable fees and expenses of the
Trustee’s agents and counsel.


 


The Company shall indemnify
the Trustee and its agents for, and hold them harmless against, any loss,
liability or expense incurred by them except for such actions to the extent
caused by any negligence or bad faith on their part, arising out of or in
connection with the administration of this trust including the reasonable costs
and expenses of defending themselves against any claim or liability in
connection with the exercise or performance of any of their rights, powers or
duties hereunder.  The Trustee shall
notify the Company promptly of any claim asserted against the Trustee for which
it may seek indemnity, but the Trustee’s failure to so notify the Company shall
not affect the Company’s obligations hereunder.  The Company shall defend the claim and the Trustee shall
cooperate in the defense.  The Trustee
may have separate counsel and the Company shall pay the reasonable fees and
expenses of such counsel; provided that the Company will not be required to pay
such fees and expenses if it assumes the Trustee’s defense and there is no
conflict of interest between the Company and the Trustee in connection with
such defense as reasonably determined by the Trustee.  The Company need not pay for any settlement made without its
written consent.  The Company need not
reimburse any expense or indemnify against any loss or liability to the extent
incurred by the Trustee through its negligence, bad faith or willful
misconduct.


 


To secure the Company’s
payment obligations in this Section 7.07, the Trustee shall have a lien prior
to the Securities on all assets or money held or collected by the Trustee, in
its


 


55

















 


capacity as Trustee, except assets or money
held in trust to pay principal of or interest on particular Securities.


 


When the Trustee incurs
expenses or renders services after an Event of Default specified in Section
6.01(8) or (9) occurs, such expenses and the compensation for such services are
intended to constitute expenses of administration under any Bankruptcy Law.





The Collateral Agent shall
have all of the rights, benefits, immunities and indemnities of the Trustee
under Article Seven regarding its role and activities under the Collateral
Documents.


 


SECTION 7.08.                 Replacement of Trustee.


 


The Trustee may resign by so
notifying the Company.  The Holders of a
majority in principal amount of the outstanding Securities may remove the
Trustee by so notifying the Company and the Trustee and may appoint a successor
trustee with the Company’s consent  The
Company may remove the Trustee if:


 


(1)                                  the Trustee
fails to comply with Section 7.10;


 


(2)                                  the Trustee is
adjudged bankrupt or insolvent;


 


(3)                                  a receiver or
other public officer takes charge of the Trustee or its property; or


 


(4)                                  the Trustee
becomes incapable of acting.


 


If the Trustee resigns or is
removed or if a vacancy exists in the office of Trustee for any reason, the
Company shall notify each Holder of such event and shall promptly appoint a
successor Trustee.  Within one year
after the successor Trustee takes office, the Holders of a majority in
principal amount of the Securities may appoint a successor Trustee to replace
the successor Trustee appointed by the Company.


 


A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to
the Company.  Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided in Section 7.07, the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  A successor Trustee shall
mail notice of its succession to each Securityholder.


 


If a successor Trustee does
not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holders of at least 10% in
principal amount of the outstanding Securities may petition any court of competent
jurisdiction for the appointment of a successor Trustee.


 


If the Trustee fails to
comply with Section 7.10, any Securityholder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.


 


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Notwithstanding replacement
of the Trustee pursuant to this Section 7.08, the Company’s obligations under
Section 7.07 shall continue for the benefit of the retiring Trustee.


 


SECTION 7.09.                                                                 Successor
Trustee by Merger, Etc.


 


If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all of its
corporate trust business to, another corporation, the resulting, surviving or
transferee corporation without any further act shall, if such resulting,
surviving or transferee corporation is otherwise eligible hereunder, be the
successor Trustee.


 


SECTION 7.10.                                                                 Eligibility;
Disqualification.


 


This Indenture shall always
have a Trustee who satisfies the requirement of TIA Sections 310(a)(1) and
310(a)(5).  The Trustee (or in the case
of a corporation included in a bank holding company system, the related bank
holding company) shall have a combined capital and surplus of at least $50,000,000
as set forth in its most recent published annual report of condition.  In addition, if the Trustee is a corporation
included in a bank holding company system, the Trustee, independently of such
bank holding company, shall meet the capital requirements of TIA Section
310(a)(2).  The Trustee shall comply
with TIA Section 310(b); provided, however, that there shall be excluded from
the operation of TIA Section 310(b)(1) any indenture or indentures under which
other securities, or certificates of interest or participation in other
securities, of the Company or the Guarantors are outstanding, if the
requirements for such exclusion set forth in TIA Section 310(b)(1) are met.


 


SECTION 7.11.                                                                 Preferential
Collection of Claims Against Company.


 


The Trustee shall comply
with TIA Section 311(a), excluding any creditor relationship listed in TIA
Section 311(b).  A Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated therein.


 


ARTICLE VIII.


 


DISCHARGE
OF INDENTURE; DEFEASANCE


 


SECTION 8.01.                                                                 Termination of Company’s
Obligations.


 


The Company and the
Guarantors may terminate their obligations under the Securities and the
Guarantees and this Indenture, except those obligations referred to in the
penultimate paragraph of this Section 8.01, if all Securities previously
authenticated and delivered (other than destroyed, lost or stolen Securities
which have been replaced or paid and Securities for whose payment money has
heretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust)
have been delivered to the Trustee for cancellation and the Company has paid
all sums payable by it hereunder, or if:


 


(a)                                  pursuant to
Article Three, the Company shall have given notice to the Trustee and mailed a
notice of redemption to each Holder of the redemption of all of the Securities
under arrangements satisfactory to the Trustee for the giving of such notice;


 


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(b)                                 the Company
shall have irrevocably deposited or caused to be deposited with the Trustee or
the Paying Agent under the terms of an irrevocable trust agreement in form and
substance satisfactory to the Trustee, as trust funds in trust solely for the
benefit of the Holders for that purpose, money or direct non-callable
obligations of, or non-callable obligations guaranteed by, the United States of
America for the payment of which guarantee or obligation the full faith and
credit of the United States is pledged (“U.S. Government Obligations”) maturing
as to principal and interest in such amounts and at such times as are
sufficient without consideration of any reinvestment of such interest, to pay
principal of, premium, if any, and interest on such outstanding Securities to
redemption as certified to the Trustee by a nationally recognized firm of
independent public accountants designated by the Company; provided that the
Trustee shall have been irrevocably instructed to apply such money or the
proceeds of such U.S. Government Obligations to the payment of said principal,
premium, if any, and interest with respect to the Securities; and (c) the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent providing for
the termination of the Company’s obligation under the Securities, the
Guarantees and this Indenture have been complied with.


 


Notwithstanding the
foregoing paragraph, the Company’s obligations in Sections 2.05, 2.06, 2.07,
2.08, 4.01, 4.02, 7.07, 7.08, 8.04 and 8.05 shall survive until the Securities
are no longer outstanding.  After the
Securities are no longer outstanding, the Company’s obligations in Sections
7.07, 8.04 and 8.05 shall survive.


 


After such delivery or
irrevocable deposit the Trustee upon request shall acknowledge in writing the
discharge of the Company’s obligations under the Securities, the Guarantees and
this Indenture except for those surviving obligations specified above.


 


SECTION 8.02.                                                                 Legal
Defeasance and Covenant Defeasance.


 


(a)                                  The Company
may, at its option by Board Resolution, at any time, with respect to the
Securities, elect to have either paragraph (b) or paragraph (c) below be
applied to the outstanding Securities upon compliance with the conditions set
forth in paragraph (d).


 


(b)                                 Upon the
Company’s exercise under paragraph (a) of the option applicable to this
paragraph (b), the Company shall be deemed to have been released and discharged
from its obligations with respect to the outstanding Securities and the
Guarantees on the date the conditions set forth below are satisfied
(hereinafter, “legal defeasance”).  For
this purpose, such legal defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by the outstanding
Securities, which shall thereafter be deemed to be “outstanding” only for the
purposes of paragraph (e) below and the other Sections of and matters under
this Indenture referred to in (i) and (ii) below, and to have satisfied all its
other obligations under such Securities and Guarantees and this Indenture
insofar as such Securities and Guarantees are concerned (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (i) the rights of Holders of outstanding Securities to
receive solely


 


58

















 


from the trust fund
described in paragraph (d) below and as more fully set forth in such paragraph,
payments in respect of the principal of and interest on such Securities and
Guarantees when such payments are due, (ii) the Company’s obligations with
respect to such Securities and Guarantees under Sections 2.05, 2.06, 2.07, 2.08,
4.02, 7.07, 7.08, 8.04 and 8.05, (iii) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (iv) this Section 8.02.  Subject to compliance with this Section
8.02, the Company may exercise its option under this paragraph (b) notwithstanding
the prior exercise of its option under paragraph (c) below with respect to the
Securities.


 


(c)                                  Upon the
Company’s exercise under paragraph (a) of the option applicable to this
paragraph (c), the Company shall be released and discharged from its
obligations under any covenant contained in Article Five and in Sections 4.03,
4.07, 4.09 and 4.11 through 4.21 with respect to the outstanding Securities on
and after the date the conditions set forth below are satisfied (hereinafter,
“covenant defeasance”), and the Securities shall thereafter be deemed to be not
“outstanding” for the purpose of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes
hereunder.  For this purpose, such
covenant defeasance means that, with respect to the outstanding Securities, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision
herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01, but, except as
specified above, the remainder of this Indenture and such Securities shall be
unaffected thereby.


 


(d)                                 The following
shall be the conditions to application of either paragraph (b) or paragraph (c)
above to the outstanding Securities:


 


(i)  the Company shall irrevocably have deposited
or caused to be deposited with the Trustee as trust funds in trust for the
purpose of  making the following
payments, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such Securities, (A) money in an amount, or (B) U.S.
Government Obligations which through the scheduled payment of principal of and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered  to the
Trustee, to pay and discharge and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge principal of, premium, if any,
and interest on the outstanding Securities on the Maturity Date of such
principal or installment of principal or interest in accordance with the terms
of this Indenture and of such Securities; provided, however, that the Trustee
(or other qualifying trustee) shall have received an irrevocable written order
from the Company instructing the Trustee (or other qualifying trustee) to apply
such


 


59

















 


money or the proceeds of
such U.S. Government Obligations to said payments with respect to the
Securities;


 


(ii)  no Default or Event of Default or event
which with notice or lapse of time or both would become a Default or an Event
of Default with respect to the Securities shall have occurred and be continuing
on the date of such deposit or, insofar as Sections 6.01(8) and (9) are
concerned, at any time during the period ending on the 91st day after the date
of such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period);


 


(iii)  such legal defeasance or covenant defeasance
shall not result in a breach or violation of, or constitute a Default or Event
of Default under, this Indenture or any other agreement or instrument to which
the Company is a party or by which it is bound;


 


(iv)  in the case of an election under paragraph
(b) above, the Company shall have delivered to the Trustee an Opinion of
Counsel stating that (x) the Company has received from, or there has been
published by, the Internal  Revenue
Service a ruling or (y) since the date of this Indenture, there has been a
change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of the
outstanding Securities will not recognize income, gain or loss for Federal income
tax purposes as a result of such legal defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such legal defeasance had not occurred;





 


(v)  in the case of an election under paragraph
(c) above, the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of the outstanding Securities will not
recognize income, gain or loss for Federal income tax purposes as a result of
such covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such covenant defeasance had not occurred;


 


(vi)  in the case of an election under either
paragraph (b) or (c) above, an Opinion of Counsel to the effect that, assuming
no intervening bankruptcy of the Company between the date of deposit and the
91st day following the date of deposit and that no Holder is an insider of the
Company, (x) the trust funds will not be subject to any rights of any other
holders of Indebtedness of the Company, and (y) after the 91st day following
the deposit, the trust funds will not be subject to the effect of any
applicable Bankruptcy Law; provided, however, that if a court were to rule
under any such law in any case or proceeding that the trust funds remained
property of the Company, no opinion needs to be given as to the effect of such
laws on the trust funds except the following: (A) assuming such trust funds
remained in the Trustee’s possession prior to such court ruling to the extent
not paid to Holders of Securities, the Trustee will hold, for the benefit of
the Holders of Securities, a valid and enforceable security interest in such
trust funds that is not avoidable in bankruptcy or otherwise, subject only to
principles of equitable subordination, (B) the Holders of Securities will be
entitled to receive


 


60

















 


adequate protection of their
interests in such trust funds if such trust funds are used, and (C) no
property, rights in property or other interests granted to the Trustee or the
Holders of Securities in exchange for or with respect to any of such funds will
be subject to any prior rights of any other person, subject only to prior Liens
granted under Section 364 of Title 11 of the U.S. Bankruptcy Code (or any
section of any other Bankruptcy Law having the same effect), but still subject
to the foregoing clause (B); and


 


(vii)  the Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
(A) all conditions precedent provided for relating to either the legal
defeasance under paragraph (b) above or the covenant defeasance under paragraph
(c) above, as the case may be, have been complied with and (B) if any other
Indebtedness of the Company shall then be outstanding, such legal defeasance or
covenant defeasance will not violate the provisions of the agreements or
instruments evidencing such Indebtedness.


 


Notwithstanding the
foregoing, the Opinion of Counsel and a ruling from the Internal Revenue
Service required by clause (iv) above of this Section 8.02 need not be
delivered if all Securities not theretofore delivered to the Trustee for
cancellation (i) have become due and payable, (ii) will become due and payable
on the Maturity Date within one year or (iii) are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense, of the
Company.


 


(e)                                  All money and
U.S. Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this
paragraph (e), the “Trustee”) pursuant to paragraph (d) above in respect of the
outstanding Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (other than the Company or
any of its Affiliates) as the Trustee may determine, to the Holders of such
Securities of all sums due and to become due thereon in respect of principal
and interest, but such money need not be segregated from other funds except to
the extent required by law.


 


The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to
paragraph (d) above or the principal and interest received in respect thereof
other than any such tax, fee or other charge which by law is for the account of
the Holders of the outstanding Securities.


 


Anything in this Section
8.02 to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon the request, in writing, by the Company any
money or U.S. Government Obligations held by it as provided in paragraph (d)
above which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, are in excess of the amount thereof which would then be required
to be deposited to effect an equivalent legal defeasance or covenant
defeasance.


 


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SECTION 8.03.                                                                 Application of
Trust Money.


 


The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to
Sections 8.01 and 8.02, and shall apply the deposited money and the money from
U.S. Government Obligations in accordance with this Indenture to the payment of
principal of, premium, if any, and interest on the Securities.


 


SECTION 8.04.                                                                 Repayment to
Company.


 


Subject to Sections 7.07,
8.01 and 8.02, the Trustee shall promptly pay to the Company, upon receipt by
the Trustee of an Officers’ Certificate, any excess money, determined in
accordance with Sections 8.02(d)(i) and (e), held by it at any time.  The Trustee and the Paying Agent shall pay
to the Company upon receipt by the Trustee or the Paying Agent, as the case may
be, of an Officers’ Certificate, any money held by it for the payment of
principal or interest that remains unclaimed for two years; provided, however,
that the Trustee and the Paying Agent before being required to make any payment
may, but need not, at the expense of the Company, cause to be published once in
a newspaper of general circulation in The City of New York or mail to each
Holder entitled to such money notice that such money remains unclaimed and that
after a date specified therein, which shall be at least 30 days from the date
of such publication or mailing, any unclaimed balance of such money then
remaining will be repaid to the Company. 
After payment to the Company, Securityholders entitled to money must
look solely to the Company for payment as general creditors unless an
applicable abandoned property law designates another person, and all liability
of the Trustee or Paying Agent with respect to such money shall thereupon
cease.


 


SECTION 8.05.                                                                 Reinstatement.


 


If the Trustee or Paying
Agent is unable to apply any money or U.S. Government Obligations in accordance
with this Indenture by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then and only then the Company’s
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had been made pursuant to this Indenture until
such time as the Trustee is permitted to apply all such money or U.S. Government
Obligations in accordance with this Indenture; provided, however, that if the
Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money or U.S. Government Obligations held by the Trustee or
Paying Agent.


 


ARTICLE IX.


 


AMENDMENTS,
SUPPLEMENTS AND WAIVERS


 


SECTION 9.01.                                                                 Without Consent
of Holders.


 


From time to time, the
Company and the Guarantors when authorized by Board Resolutions, and the
Trustee, together, may amend or supplement this Indenture or the Securities
without notice to or consent of any Securityholder:


 


62

















 


(1)                                  to cure any
ambiguity, defect or inconsistency; provided that such amendment or supplement
does not adversely affect the rights of any Holder;


 


(2)                                  to comply with
Article Five;


 


(3)                                  to provide for
uncertificated Securities in addition to or in place of certificated
Securities;


 


(4)                                  to make any
other change that does not materially adversely affect the rights of any
Securityholders hereunder, including, without limitation, adding Restricted
Subsidiaries as additional Guarantors; or


 


(5)                                  to comply with
any requirements of the SEC in connection with the qualification of this
Indenture under the TIA;


 


provided that the Company has delivered to
the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating
that such amendment or supplement complies with the provisions of this Section
9.01.


 


SECTION 9.02.                                                                 With Consent of
Holders.


 


Subject to Section 6.07, the
Company and the Guarantors, when authorized by Board Resolutions, and the
Trustee, together, with the written consent of the Holder or Holders of at
least a majority in aggregate principal amount of the outstanding Securities,
may amend or supplement this Indenture or the Securities, without notice to any
other Securityholders.  Subject to Section
6.07, the Holder or Holders of a majority in aggregate principal amount of the
outstanding Securities may waive compliance by the Company with any provision
of this Indenture or the Securities without notice to any other
Securityholder.  However, without the
consent of each Securityholder, no amendment, supplement or waiver, including a
waiver pursuant to Section 6.04, may:


 


(1)                                  reduce the
principal amount of Securities whose Holders must consent to an amendment,
supplement or waiver of any provision of this Indenture or the Securities;


 


(2)                                  reduce the rate
of, or extend the time for payment of, interest, including defaulted interest,
on any Security;


 


(3)                                  reduce the
principal amount of any Security or any premium thereon;


 


(4)                                  change the
Maturity Date of any Security, or alter the redemption provisions or the
repurchase provisions in this Indenture or the Securities in a manner adverse
to any Holder;


 


(5)                                  waive a default
in the payment of the principal of, interest on, or redemption payment or
repurchase payment required hereunder with respect to, any Security, including
without limitation, a failure to make payment when required upon a Change of
Control or after an Asset Sale;


 


63

















 


(6)                                  make any
changes in any provisions relating to waivers of defaults, the ability of the
Holders to enforce their rights under this Indenture, the Securities or this
Section 9.02;


 


(7)                                  make the
principal of, or the interest on any Security payable in money other than as
provided for in this Indenture and the Securities as in effect on the date
hereof;


 


(8)                                  affect the
ranking of the Securities or the Guarantees in a manner adverse to the Holders;


 


(9)                                  after the
Company’s obligation to purchase the Securities arises thereunder, amend,
change or modify in any material respect any obligation of the Company to make
and consummate a Change of Control Offer in the event of a Change of Control or
make and consummate an Asset Sale Offer in the event of an Asset Sale or waive
any default in the performance thereof or modify any of the provisions or
definitions with respect to such offers;


 


(10)                            release the
Guarantee of any Significant Subsidiary (except as otherwise specifically
provided for in Section 13.04 hereof); or


 


(11)                            directly or
indirectly release any Lien on the Collateral except in compliance with the
terms of this Indenture, the Securities and the Collateral Documents.


 


It shall not be necessary
for the consent of the Holders under this Section to approve the particular
form of any proposed amendment, supplement or waiver, but it shall be
sufficient if such consent approves the substance thereof.


 


After an amendment,
supplement or waiver under this Section 9.02 becomes effective, the Company
shall mail to the Holders affected thereby a notice briefly describing the
amendment, supplement or waiver.  Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.


 


SECTION 9.03.                                                                 Compliance with
TIA.


 


From the date on which this
Indenture is qualified under the TIA, every amendment, waiver or supplement of
this Indenture or the Securities shall comply with the TIA as then in effect.


 


SECTION 9.04.                                                                 Revocation and
Effect of Consents.


 


Until an amendment, waiver
or supplement becomes effective, a consent to it by a Holder is a continuing
consent by the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder’s Security, even
if notation of the consent is not made on any Security.  However, any such Holder or subsequent
Holder may revoke the consent as to his Security or portion of his Security by
notice to the Trustee or the Company received before the date on which the
Trustee receives an Officers’ Certificate


 


64

















 


certifying that the Holders of the requisite
principal amount of Securities have consented (and not theretofore revoked such
consent) to the amendment, supplement or waiver.  Notwithstanding the above, nothing in this paragraph shall impair
the right of any Securityholder under Section 316(b) of the TIA.


 


The Company may, but shall
not be obligated to, fix a record date for the purpose of determining the
Holders entitled to consent to any amendment, supplement or waiver.  If a record date is fixed, then
notwithstanding the last sentence of the immediately preceding paragraph, those
persons who were Holders at such record date (or their duly designated
proxies), and only those persons, shall be entitled to revoke any consent
previously given, whether or not such persons continue to be Holders after such
record date.  No such consent shall be
valid or effective for more than 90 days after such record date.


 


After an amendment,
supplement or waiver becomes effective, it shall bind every Securityholder,
unless it makes a change described in any of clauses (1) through (10) of
Section 9.02, in which case, the amendment, supplement or waiver shall bind
only each Holder of a Security who has consented to it and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder’s Security.


 


SECTION 9.05.                                                                 Notation on or
Exchange of Securities.


 


If an amendment, supplement
or waiver changes the terms of a Security, the Trustee may require the Holder
of the Security to deliver it to the Trustee. 
The Trustee may place an appropriate notation on the Security about the
changed terms and return it to the Holder. 
Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security (and the Guarantors shall execute the Guarantees thereon) that
reflects the changed terms.  Failure to
make the appropriate notation or issue a new Security shall not affect the
validity and effect of such amendment, supplement or waiver.


 


SECTION 9.06.                                                                 Trustee To Sign
Amendments, Etc.


 


The Trustee shall execute
any amendment, supplement or waiver authorized pursuant to this Article Nine;
provided that the Trustee may, but shall not be obligated to, execute any such
amendment, supplement or waiver which affects the Trustee’s own rights, duties
or immunities under this Indenture.  The
Trustee shall be entitled to receive, and shall be fully protected in relying
upon, an Opinion of Counsel and an Officers’ Certificate each stating that the
execution of any amendment, supplement or waiver authorized pursuant to this
Article Nine is authorized or permitted by this Indenture.


 


ARTICLE X.


 


COLLATERAL
DOCUMENTS


 


SECTION 10.01.                                                           Collateral and
Collateral Documents.


 


(a)                                  In order to
secure the due and punctual payment of principal of and interest on the
Securities when and as the same shall be due and payable, whether on an


 


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Interest Payment Date, at
maturity, by acceleration, repurchase, redemption or otherwise, and interest on
the overdue principal of and interest (to the extent permitted by law), if any,
on the Securities and performance of all other obligations of the Company to
the Holders or the Trustee under this Indenture and the Securities, the
Company, the Subsidiaries (other than Doe Run Peru and its Subsidiaries) and
the Collateral Agent have simultaneously, with the execution of this Indenture,
entered into the Collateral Documents, pursuant to which each of the Company
and its Subsidiaries has granted to the Collateral Agent for the benefit of the
Trustee and the Holders a Lien on and security interest in the Collateral which
is subject to and junior to the Senior Lien, but is senior to all other Liens
other than Permitted Liens, if any.  The
Collateral Agent and the Company hereby agree that the Collateral Agent holds
the Collateral as a secured party or mortgagee, as the case may be, in trust
for the benefit of the Trustee, in its capacity as Trustee, and for the ratable
benefit of the Holders pursuant to the terms of the Collateral Documents.  The Collateral Agent is hereby authorized
and directed to enter into the Intercreditor Agreement.


 


(b)                                 Each Holder, by
accepting a Security, consents and agrees to all of the terms and provisions of
the Collateral Documents, as the same may be in effect from time to time or may
be amended from time to time in accordance with the provisions of the
Collateral Documents and this Indenture, and authorizes and directs the
Collateral Agent to act as mortgagee or secured party with respect thereto.


 


(c)                                  As set forth in
and governed by the Collateral Documents, as among the Holders of Securities,
the Collateral as now or hereafter constituted shall be held for the equal and
ratable benefit of the Holders of the Securities without preference, priority
or distinction of any thereof over any other by reason of difference in time of
issuance, sale or otherwise, as security for the Securities.


 


SECTION 10.02.                                                           Recording;
Priority; Opinions, Etc.


 


(a)                                  The Company
shall, or shall cause its Subsidiaries to, as applicable, at the Company’s sole
cost and expense, perform any and all acts and execute any and all documents
(including, without limitation, the execution, amendment or supplementation of
any financing statement and continuation statement or other statement) for
filing under the provisions of the applicable Uniform Commercial Code and the
rules and regulations thereunder, or any other statute, rule or regulation of
any applicable federal, state or local jurisdiction, including any filings in
local real estate land record offices, which are necessary or advisable and
shall do such other acts and execute such other documents as may be required
under any of the Collateral Documents (including, without limitation, obtaining
with respect to each Real Property subject to a Mortgage (x) a policy of title
insurance insuring that the Lien of this Indenture and the Mortgage constitutes
a direct and valid and perfected Mortgage Lien of the priority contemplated in
Section 10.01(a) on the Real Property, supplemented by such endorsements as
shall be requested by the Collateral Agent and containing no exceptions to
title other than exceptions for the Liens permitted by the Mortgage or that are
satisfactory to the Collateral Agent, (y) a Survey and (z) certificates of
insurance required by the Mortgage), from time to time, in order to grant,
perfect and maintain in favor of the Collateral Agent for the benefit of the
Trustee


 


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and the Holders a valid and
perfected Lien on the Collateral with the priority set forth in Section
10.01(a), subject only to the Liens permitted by the Collateral Documents and
to fully preserve and protect the rights of the Trustee and the Holders under
this Indenture.


 


The Company shall from time
to time promptly pay and satisfy all mortgage and financing and continuation
statement recording and/or filing fees, charges and taxes relating to this Indenture
and the Collateral Documents, any amendments thereto and any other instruments
of further assurance.  Without limiting
the generality of the foregoing covenant, in the event at any time the
Collateral Agent or the Trustee shall determine that additional mortgage
recording, transfer or similar taxes are required to be paid to perfect or
continue any Lien on any Collateral, the Company shall pay such taxes promptly
upon demand by the Collateral Agent or the Trustee.


 


(b)                                 The Company or
its Subsidiaries, as applicable, shall, with respect to (i) below, promptly
after the initial issuance of the Securities, with respect to (ii) below, upon
the execution of the Mortgages required hereby, and with respect to (iii)
below, upon qualification of this Indenture under the TIA, furnish to the
Trustee:


 


(i)                                     Opinion(s) of
Counsel either (a) to the effect that, in the opinion of such counsel, this
Indenture and the grant of a security interest in the Collateral intended to be
made by the Security Agreement and all other related filings, documents and
instruments of further assurance, including, without limitation, financing
statements, have been properly recorded and filed to the extent necessary to
perfect the Lien on the Collateral created by the Security Agreement and
reciting the details of such action, and stating that as to the Liens created
pursuant to the Security Agreement, such recordings and filings are the only
recordings and filings necessary to give notice thereof and that no
re-recordings or refilings are necessary to maintain such notice (other than as
stated in such opinion), or (b) to the effect that, in the opinion of such
counsel, no such action is necessary to perfect such Lien;


 


(ii)                                  Opinion(s) of
Counsel either (a) to the effect that, in the opinion of such counsel, this
Indenture and the grant of a security interest in the Collateral intended to be
made by the Mortgages and all other related filings, documents and instruments
of further assurance, including, without limitation, financing statements, have
been properly recorded and filed to the extent necessary to perfect the Lien on
the Collateral created by the Mortgages and reciting the details of such
action, and stating that as to the Liens created pursuant to the Mortgages,
such recordings and filings are the only recordings and filings necessary to
give notice thereof and that no re-recordings or refilings are necessary to
maintain such notice (other than as stated in such opinion), or (b) to the
effect that, in the opinion of such counsel, no such action is necessary to
perfect such Lien;


 


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(iii)                               on August 1 in
each year beginning with August 1, 2003, an Opinion of Counsel, dated as of
such date, either (a) to the effect that, in the opinion of such counsel, such
action has been taken with respect to the recordings, registerings, filings,
re-recordings, re-registerings and refilings of all financing statements,
continuation statements or other instruments of further assurance as is necessary
to maintain the Lien of each of the Collateral Documents and reciting with
respect to such Liens the details of such action or referencing prior Opinions
of Counsel in which such details are given, and stating that all financing
statements and continuation statements have been executed and filed that are
necessary fully to preserve and protect the rights of the Holders and the
Trustee hereunder and under each of the Collateral Documents with respect to
the Liens, or (b) to the effect that, in the opinion of such counsel, no such
action is necessary to maintain such Liens.


 


SECTION 10.03.                                                           Release of
Collateral.


 


Except as otherwise
permitted by Sections 10.04 and 10.05, the Collateral Agent shall not release
Collateral from the Lien of the Collateral Documents unless such release is in
accordance with the provisions of this Section 10.03 and of the Collateral
Documents.  To the extent applicable,
the Company shall cause TIA Section 314(d) relating to the release of property
or Liens to be complied with.


 


(a)                                  Satisfaction
and Discharge; Defeasance.  The Company
and its Subsidiaries shall be entitled to obtain a full release of all of the
Collateral from the Lien of this Indenture and the Collateral Documents upon
compliance with all of the conditions precedent for satisfaction and discharge
of this Indenture set forth in Section 8.01 or for defeasance pursuant to
Section 8.02.  Upon delivery by the
Company or its Subsidiaries, as applicable, to the Trustee and to the Collateral
Agent of an Officers’ Certificate and an Opinion of Counsel, each to the effect
that all of the conditions precedent have been complied with (which may be the
same Officers’ Certificate and Opinion of Counsel required by Article Eight),
the Trustee shall take all necessary action, at the request and expense of the
Company or to its Subsidiaries, as applicable, to release and reconvey to the
Company or to its Subsidiaries, as applicable, all of the Collateral, and shall
deliver such Collateral in its possession to the Company or to its Subsidiaries,
as applicable, including, without limitation, the execution and delivery of
releases or waivers whenever necessary.


 


(b)                                 Sales of
Collateral Permitted by Section 4.16. 
The Company and its Subsidiaries shall be entitled to obtain a release
of all or any part of the Collateral (other than Trust Moneys) (the “Released
Assets”) subject to an Asset Sale upon compliance with the condition precedent
that the Company or its Subsidiaries, as applicable, shall have delivered to
the Trustee and to the Collateral Agent the following:


 


(i)  Release Notice.  A notice (each, an “Asset Sale Release Notice”), which shall (A)
refer to this Section 10.03, (B) attach all the documents referred


 


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to below, (C) describe with
particularity the Released Asset, (D) specify the value of such Released Asset
on a date within 60 days of the Asset Sale Release Notice (the “Valuation
Date”), (E) certify that the purchase price received is equal to the Fair
Market Value of the released Asset as of the date of such release, (F) state
that the Released Asset will not interfere with or impede the Trustee’s ability
to realize the value of the remaining Collateral and will not impair the
maintenance and operation of the remaining Collateral, (G) confirm the sale of,
or an agreement to sell, such Released Interest in a bona fide sale to a person
that is not an Affiliate of the Company or of its Subsidiaries or, in the event
that such sale is to an Affiliate, confirm that such sale is being made in
accordance with Section 4.11 and (H) be accompanied by a counterpart of the
instruments proposed to give effect to the release fully executed and
acknowledged (if applicable) by all parties thereto other than the Collateral
Agent;


 


(ii)  Officers’ Certificate and Opinion of
Counsel.  An Officers’ Certificate and
an Opinion of Counsel, each stating that (A) such Asset Sale covers only the
Released Asset and complies with the terms and conditions of an Asset Sale
pursuant to Section 4.16, (B) all Net Cash Proceeds from the sale of the
Released Asset will be applied pursuant to Section 4.16, (C) there is no
Default or Event of Default in effect or continuing on the date thereof, (D)
the release of the Released Asset will not result in a Default or Event of
Default and (E) all conditions precedent to such release have been complied
with;


 


(iii)  Regarding Real Property.  If the Released Asset is only a portion of a
discrete parcel of Real Property, evidence that a title company shall have
committed to issue an endorsement to the title insurance policy relating to the
affected Mortgaged Property confirming that after such release, the Lien of the
applicable Mortgage continues unimpaired as a perfected Lien having the
priority set forth in Section 10.01(a) upon the remaining Mortgaged Property
subject only to Prior Liens;


 


(iv)
Proceeds of Asset Sale.  The Net Cash
Proceeds and other non-cash consideration received from the Asset Sale required
to be delivered to the Trustee pursuant to Section 4.16; and


 


(v)  Other Documents.  Upon qualification of this Indenture under the TIA, all
documentation required by TIA Section 314(d).


 


Upon compliance with the
conditions set forth in (b) above, and the delivery by the Company or by its
Subsidiaries, as applicable, of such other documents that the Trustee or the
Collateral Agent may reasonably require, the Collateral Agent shall execute,
acknowledge (if applicable) and deliver to the Company or to its Subsidiaries,
as applicable, such counterpart within 10 Business Days after receipt by the
Trustee of an Asset Sale Release Notice and the satisfaction of the applicable
requirements of this Section 10.03.


 


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At any time when a Default
or an Event of Default shall have occurred and be continuing, no release of
Collateral pursuant to the provisions of this Indenture or the Collateral
Documents shall be effective as against the Holders of the Securities.


 


SECTION 10.04.                                                           Disposition of
Collateral Without Release.


 


(a)                                  So long as no
Default or Event of Default shall have occurred and be continuing, the Company
and its Subsidiaries may, without any release or consent by the Collateral
Agent or the Trustee, sell or otherwise dispose of (x) any machinery,
equipment, furniture, apparatus, tools or implements or other similar property
which at such time is subject to the Lien of the Collateral Documents, which
may have become worn out or obsolete, or (y) unimproved real property not
needed by current operations at the time of such sale or in the foreseeable
future at the time of such sale not exceeding individually, in Fair Market
Value, $500,000, subject in all cases to the requirements of and restrictions
contained in the TIA.


 


(b)                                 In the event
that the Company or its Subsidiaries, as applicable, has sold, exchanged, or
otherwise disposed of or proposes to sell, exchange or otherwise dispose of any
portion of the Collateral which under the provisions of this Section 10.04 may
be sold, exchanged or otherwise disposed of by the Company or by its
Subsidiaries, as applicable, without any release or consent of the Collateral
Agent or the Trustee, and the Company or its Subsidiaries, as applicable,
requests the Collateral Agent or the Trustee to furnish a written disclaimer, release
or quitclaim of any interest in such property under any of the Collateral
Documents, the Collateral Agent shall promptly execute (or, if so requested by
the Company or by its Subsidiaries, as applicable, shall promptly instruct the
Trustee to execute) such an instrument upon delivery to the Trustee of (i) an
Officers’ Certificate by the Company or by its Subsidiaries, as applicable,
reciting the sale, exchange or other disposition made or proposed to be made
and describing in reasonable detail the property affected thereby, and stating
and demonstrating that such property is property which by the provisions of
this Section 10.04 may be sold, exchanged or otherwise disposed of or dealt
with by the Company or by its Subsidiaries, as applicable, without any release
or consent of the Collateral Agent or the Trustee and (ii) an Opinion of
Counsel stating that the sale, exchange or other disposition made or proposed
to be made was duly made by the Company or its Subsidiaries, as applicable, in
conformity with Section 10.04(a) and that the execution of such written
disclaimer, release or quitclaim is appropriate to confirm the propriety of
such sale, exchange or other disposition under this Section 10.04.  Notwithstanding the preceding sentence, all
purchasers and grantees of any property or rights purporting to be released
herefrom shall be entitled to rely upon any release executed by the Collateral
Agent or the Trustee hereunder as sufficient for the purposes of this
Indenture.


 


SECTION 10.05.                                                           Eminent Domain and
Other Governmental Takings.


 


Subject to the provisions of
the Collateral Documents, upon the occurrence of a Taking or should any of the
Collateral be sold pursuant to the exercise by the United States of America or
any State, municipality or other governmental authority of any right which any
of them may then have to purchase, or to designate a purchaser or to order a
sale of, all or any part of the


 


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Collateral, the Trustee shall release the
property subject to such Taking or purchase, but only upon receipt by the
Trustee of the following:


 


(a)                                  an Officers’
Certificate stating that a Taking has occurred with respect to such property
and the amount of the Net Award therefor, or that such property has been sold
pursuant to a right vested in the United States of America or a state,
municipality or other governmental authority to purchase, or to designate a
purchaser or order a sale of such property and the amount of the proceeds of
such sale, and that all conditions precedent herein provided for relating to
such release have been complied with;


 


(b)                                 any Net Award,
to be held as Trust Moneys subject to the disposition thereof pursuant to
Article Eleven and the applicable Collateral Documents; provided, however, that
in lieu of all or any part of such Net Award, the Company and its Subsidiaries
shall have the right to deliver to the Trustee a certificate of the trustee,
mortgagee or other holder of a Prior Lien on all or any part of the property to
be released, stating that such Net Award, or a specified portion thereof, has
been deposited with such trustee, mortgagee or other holder pursuant to the
requirements of such Prior Lien, in which case the balance of the award, if
any, shall be delivered to the Trustee; and


 


(c)                                  an Opinion of
Counsel substantially to the effect:


 


(i)  that a Taking has occurred with respect to
such property or such property has been sold pursuant to the exercise of a
right vested in the United States of America or a State, municipality or other
governmental authority to purchase, or to designate a purchaser or order a sale
of, such property;


 


(ii)  in the case of any Taking, that the Net
Award for the  property so taken has
become final or that the Board of Directors of the Company or its Subsidiaries,
as applicable, has determined that an appeal from such award is not advisable
in the interests of the Company or of its Subsidiaries, as applicable, or the
Holders of the Securities;


 


(iii)  in the case of any such sale, that the amount
of the proceeds of the property so sold is not less than the amount to which
the Company or its Subsidiaries, as applicable, is legally entitled under the
terms of such right to purchase or designate a purchaser, or under the order or
orders directing such sale, as the case may be;


 


(iv)
in the event that, pursuant to Section 10.05(b), the Net Award for such
property or the proceeds of such sale, or a specified portion thereof, shall be
certified to have been deposited with the trustee, mortgagee or other holder of
a Prior Lien, that the property to be released, or a specified portion thereof,
is or immediately before such Taking or purchase was subject to such Prior
Lien, and that such deposit is required by such Prior Lien; and


 


(v)
that the instrument or the instruments and the Net Award or proceeds of such
sale which have been or are therewith delivered to and deposited with the
Trustee conform to the requirements of this Indenture and any of the Collateral


 


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Documents and that, upon the
basis of such application, the Collateral Agent and the Trustee are permitted
by the terms hereof and of the Collateral Documents to execute and deliver the
release requested, and that all conditions precedent herein provided for
relating to such release have been complied with.


 


In any proceedings for the
Taking or purchase or sale of any part of the Collateral, by eminent domain or
by virtue of any such right to purchase or designate a purchaser or to order a
sale, the Trustee may be represented by counsel who may be counsel for the
Company or for its Subsidiaries, as applicable.  Subject to the provisions of the Collateral Documents, all cash
or Cash Equivalents received by the Trustee pursuant to this Section 10.05
shall be held by the Trustee as Trust Moneys under Article Eleven subject to
application as therein provided. 
Subject to the provisions of the Collateral Documents, all purchase
money and other obligations received by the Trustee pursuant to this Section
10.05 shall be held by the Trustee as Collateral subject to application as
provided in Section 10.13.


 


SECTION 10.06.                                                           Trust Indenture
Act Requirements.


 


The release of any
Collateral, whether pursuant to any provision of this Article Ten or Article
Eleven, from any of the Collateral Documents or the release of, in whole or in
part, the Liens created by any of the Collateral Documents, will not be deemed
to impair the Lien of the Collateral Documents in contravention of the
provisions hereof if and to the extent the Collateral or Liens are released
pursuant to the applicable Collateral Documents and pursuant to the terms
hereof.  The Trustee and each of the
Holders acknowledge that a release of Collateral or Liens strictly in
accordance with the terms of the Collateral Documents and the terms hereof will
not be deemed for any purpose to be an impairment of the Liens created pursuant
to the Collateral Documents in contravention of the terms of this
Indenture.  Without limitation, the
Company and each other obligor on the Securities shall cause TIA Section 314(d)
relating to the release of property or securities from the Liens of each hereof
and of the Collateral Documents to be complied with.  Any certificate or opinion required by TIA Section 314(d) may be made
by an officer of the Company or of its Subsidiaries, as applicable, except in
cases which TIA Section 314(d) requires that such certificate or opinion be
made by an independent person.


 


SECTION 10.07.                                                           Suits To
Protect Collateral.


 


Subject to the provisions of
the Collateral Documents, the Trustee shall have power to institute and to
maintain such suits and proceedings as it may deem expedient to prevent any
impairment of the Collateral by any acts which may be unlawful or in violation
of any of the Collateral Documents or this Indenture, and such suits and
proceedings as the Trustee may deem expedient to preserve or protect its
interests and the interests of the Holders in the Collateral (including power
to institute and maintain suits or proceedings to restrain the enforcement of
or compliance with any legislative or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid if the enforcement of,
or compliance with, such enactment, rule or order would impair the Collateral
or be prejudicial to the interests of the Holders or the Trustee).


 


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SECTION 10.08.                                                           Purchaser
Protected.


 


In no event shall any
purchaser in good faith of any property purported to be released hereunder be
bound to ascertain the authority of the Collateral Agent or the Trustee to
execute the release or to inquire as to the satisfaction of any conditions
required by the provisions hereof for the exercise of such authority or to see
to the application of any consideration given by such purchaser or other
transferee; nor shall any purchaser or other transferee of any property or
rights permitted by this Article Ten to be sold be under obligation to
ascertain or inquire into the authority of the Company or of its Subsidiaries,
as applicable, to make any such sale or other transfer.


 


SECTION 10.09.                                                           Powers
Exercisable by Receiver or Trustee.


 


In case the Collateral shall
be in the possession of a receiver or trustee, lawfully appointed, the powers
conferred in this Article Ten upon the Company and its Subsidiaries with
respect to the release, sale or other disposition of such property may be
exercised by such receiver or trustee, and an instrument signed by such
receiver or trustee shall be deemed the equivalent of any similar instrument of
the Company or of its Subsidiaries, as applicable, or of any officer or
officers thereof required by the provisions of this Article Ten.


 


SECTION 10.10.                                                           Determinations
Relating to Collateral.


 


In the event (i) the Trustee
or the Collateral Agent shall receive any written request from the Company or
from its Subsidiaries, as applicable, under any Collateral Document for consent
or approval with respect to any matter or thing relating to any Collateral or
the Company’s or its Subsidiaries’, as applicable, obligations with respect
thereto (including, without limitation, the determination as to whether any
portion of the Collateral constitutes Released Collateral) or (ii) there shall
be due to or from the Trustee or the Collateral Agent under the provisions of
any Collateral Document any performance or the delivery of any instrument or
(iii) the Trustee or the Collateral Agent shall become aware of any
nonperformance by the Company or by its Subsidiaries, as applicable, of any
covenant or any breach of any representation or warranty of the Company or of
its Subsidiaries, as applicable, set forth in any Collateral Document, then, in
each such event, the Trustee or the Collateral Agent, as applicable, shall be
entitled to hire experts, consultants, agents and attorneys to advise the
Trustee on the manner in which the Trustee should respond to such request or
render any requested performance or response to such nonperformance or
breach.  The Trustee shall be fully
protected in the taking of any action recommended or approved by any such
expert, consultant, agent or attorney or agreed to by a majority of Holders
pursuant to Section 6.05.


 


SECTION 10.11.                                                           Form and
Sufficiency of Release.


 


In the event that the
Company or its Subsidiaries, as applicable, have sold, exchanged, or otherwise
disposed of or proposed to sell, exchange or otherwise dispose of any portion
of the Collateral which under the provisions of Sections 10.03 and 10.05 may be
sold, exchanged or otherwise disposed of by the Company or by its Subsidiaries,
as applicable, and the Company or its Subsidiaries, as applicable, requests the
Trustee or the Collateral Agent to furnish a written disclaimer, release or
quitclaim of any interest in such property under any of the Collateral


 


73

















 


Documents, the Collateral Agent shall
promptly execute (or, if so requested by the Company or by its Subsidiaries, as
applicable, shall promptly instruct the Trustee to execute) such an instrument
after satisfaction of the conditions set forth herein for delivery of such
release.  Notwithstanding the preceding
sentence, all purchasers and grantees of any property or rights purporting to
be released herefrom shall be entitled to rely upon any release executed by the
Trustee hereunder as sufficient for the purposes of this Indenture and as
constituting a good and valid release of the property therein described from
the Lien of this Indenture and the Collateral Documents.


 


SECTION 10.12.                                                           Possession and
Use of Collateral.


 


Subject to and in accordance
with the provisions of this Indenture and the Collateral Documents, so long as
no Default or Event of Default shall have occurred and be continuing, the
Company and its Subsidiaries shall have the right to remain in possession and
retain exclusive control of the Collateral, to operate, manage, develop, use
and enjoy the Collateral and to collect, receive, use, invest and dispose of
the reversions, remainders, rates, interest, rents, issues, profits, revenues,
proceeds and other income thereof (other than Trust Moneys).


 


SECTION 10.13.                                                           Disposition of
Obligations Received.


 


All purchase money or other
obligations received by the Trustee under this Article Ten shall be held by the
Trustee, as a part of the Collateral. 
Upon payment in cash or Cash Equivalents by or on behalf of the
Company  or by or on behalf of its
Subsidiaries, as applicable, or the obligor thereof to the Trustee of the
entire unpaid principal amount of any such obligation, to the extent not
constituting Net Cash Proceeds from an Asset Sale which may possibly be
required, through the passage of time or otherwise, to be used to purchase
Securities pursuant to Section 4.16, the Trustee shall promptly release and
transfer such obligation and any mortgage securing the same upon receipt of any
documentation that the Trustee may reasonably require.  Any cash or Cash Equivalents received by the
Trustee in respect of the principal of any such obligations shall be held by
the Trustee as Trust Moneys under Article Eleven subject to application as
therein provided.  Unless and until the
Securities are accelerated pursuant to Section 6.02, all interest and other
income on any such obligations, when received by the Trustee, shall be paid to
the Company or to its Subsidiaries, as applicable, from time to time in
accordance with Section 11.07.  If the
Securities have been accelerated pursuant to Section 6.02, any such interest or
other income not theretofore paid, when collected by the Trustee, shall be
applied by the Trustee, as the case may be, in accordance with Section 6.10.


 


SECTION 10.14.                                                           Release upon
Termination of the Company’s and its Subsidiaries’ Obligations.


 


In the event that the
Company or its Subsidiaries, as applicable, deliver an Officers’ Certificate
certifying that the provisions of Sections 8.01 or 8.02 have been complied
with, the Trustee shall (i) execute and deliver such releases, termination
statements and other instruments as the Company or its Subsidiaries, as
applicable, may reasonably request evidencing the termination of the Liens
created by the Collateral Documents and (ii) not be deemed to hold the Liens
for the benefit of the Holders.


 


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ARTICLE XI.


 


APPLICATION
OF TRUST MONEYS


 


SECTION 11.01.                                                           “Trust Moneys”
Defined.


 


Subject to the provisions of
the Intercreditor Agreement, all cash or Cash Equivalents received by the
Trustee in accordance with the terms of this Indenture and the Collateral
Documents:


 


(a)                                  upon the release
of property from the Lien of the Collateral Documents, including, without
limitation, all moneys received in respect of the principal of all purchase
money, governmental or other obligations; or


 


(b)                                 as Net Proceeds
upon the Destruction of all or any part of the Collateral (other than any
liability insurance proceeds payable to the Trustee for any loss, liability or
expense incurred by it); or


 


(c)                                  as a Net Award
or Net Awards upon the Taking of all or any part of the Collateral; or


 


(d)                                 as proceeds of
any other sale or other disposition of all or any part of the Collateral by or
on behalf of the Trustee or any collection, recovery, receipt, appropriation or
other realization of or from all or any part of the Collateral pursuant to the
Collateral Documents or otherwise; or


 


(e)                                  pursuant to the
Mortgage; or


 


(f)                                    for application
under this Article Eleven as elsewhere provided in this Indenture or the
Collateral Documents, or whose disposition is not elsewhere otherwise
specifically provided for herein or in the Collateral Documents;


 


(all such moneys being herein sometimes
called “Trust Moneys”; provided, however, that Trust Moneys shall not include
any property deposited with the Trustee pursuant to Section 3.06 or Article
Eight or delivered to or received by the Trustee for application in accordance
with Section 6.10) shall be held by the Trustee for the benefit of the Holders
as a part of the Collateral and, upon any entry upon or sale or other
disposition of the Collateral or any part thereof pursuant to the Collateral
Documents, said Trust Moneys shall be applied in accordance with Section 6.10;
but, prior to any such entry, sale or other disposition, all or any part of the
Trust Moneys may be withdrawn, and shall be released, paid or applied by the Trustee,
from time to time as provided in this Article Eleven.


 


On the Issue Date there
shall be established and, at all times hereafter until this Indenture shall
have terminated, there shall be maintained with the Trustee an account which
shall be entitled the “Collateral Account” (the “Collateral Account”).  The Collateral Account shall be established
and maintained by the Trustee at its corporate trust offices.  All Trust Moneys which are received by the
Trustee shall be deposited in the Collateral Account and thereafter shall be
held, applied and/or disbursed by the Trustee in accordance with the terms of
this Article Eleven.


 


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SECTION 11.02.                                                           Withdrawals of
Insurance Proceeds and Condemnation Awards.


 


Subject to the provisions of
the Collateral Documents, to the extent that any Trust Moneys consist of either
(i) any Net Proceeds or (ii) any Net Award or the proceeds for any of the
Collateral subject to a Taking sold pursuant to the exercise by the United
States of America or any State, municipality or other governmental authority of
any right which it may then have to purchase, or to designate a purchaser or to
order a sale of any part of the Collateral, such Trust Moneys may be withdrawn
by the Company and shall be paid by the Trustee upon a request by a Company
Order to reimburse the Company for expenditures made, or to pay costs incurred,
by the Company to repair, rebuild or replace the property destroyed, damaged or
taken, upon receipt by the Trustee of the following:


 


(a)                                  an Officers’
Certificate of the Company, dated not more than 30 days prior to the date of
the application for the withdrawal and payment of such Trust Moneys stating
that:


 


(i)  payments have been made, or costs incurred,
by the Company in a specified amount for the purpose of making certain repairs,
rebuildings and replacements of the Collateral, which shall be briefly
described, and stating the fair value thereof to the Company at the date of the
expenditure or incurrence thereof by the Company;


 


(ii)  that no part of such expenditures or costs
has been or is being made the basis for the withdrawal of any Trust Moneys in
any previous or then pending application pursuant to this Section 11.02;


 


(iii)  that there is no outstanding Indebtedness,
other than costs for which payment is being requested, for the purchase price
or construction of such repairs, rebuildings or replacements, or for labor,
wages, materials or supplies in connection with the making thereof, which, if
unpaid, might become the basis of a vendors’, mechanics’, laborers’,
materialmen’s, statutory or other similar Lien upon any of such repairs,
rebuildings or replacements, which Lien might, in the opinion of the signers of
such certificate, materially impair the security afforded by such repairs,
rebuildings or replacements;


 


(iv)  that the property to be repaired, rebuilt or
replaced is necessary or desirable in the conduct of the Company’s business;
(v) whether any part of such repairs, rebuildings or replacements within six
months before the date of acquisition thereof by the Company has been used or
operated by any person other than the Company in a business similar to that in
which such property has been or is to be used or operated by the Company, and
whether the fair value to the Company, at the date of such acquisition, of such
part of such repairs, rebuildings or replacement is at least $25,000, and 1% of
the aggregate principal amount of the outstanding Securities and, if all of
such facts are present, such part of said repairs, rebuildings or replacements
shall be separately described and it shall be stated that an Appraiser’s or
Independent Financial Adviser’s certificate as to the fair value to the Company
of such separately described repairs, rebuildings


 


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or replacements will be
furnished under paragraph (b) of this Section 11.02;


 


(v)  that no Default or Event of Default shall
have occurred and be continuing; and


 


(vi)  that all conditions precedent herein
provided for relating to such withdrawal and payment have been complied with;


 


(b)                                 all
documentation required under TIA Section 314(d);


 


(c)                                  (i) In case any
part of such repairs, rebuildings or replacements constitutes Real Property:


 


(1)                                  with respect to
any such repairs, rebuildings or replacements that are not encompassed within
or are not erected upon Mortgaged Property, an instrument or instruments in
recoverable form sufficient for the Lien of this Indenture and any mortgage to
cover such repairs, rebuildings or replacements which, if such repairs,
rebuildings or replacements include leasehold or easement interests, shall
include normal and customary provisions with respect thereto and evidence of
the filing of all such documents as may be necessary to perfect such Liens;


 


(2)                                  a policy of
title insurance (or a commitment to issue title insurance) insuring that the
Lien of this Indenture and any Mortgage constitutes a direct and valid and
perfected mortgage Lien (of the priority contemplated in Section 10.01(a)
hereof) on such repairs, rebuildings or replacements in an aggregate amount
equal to the fair value of such repairs, rebuildings or replacements, together
with such endorsements and other opinions as are contemplated in Section
10.02(b), or with respect to any such repairs, rebuildings or replacements that
are encompassed within or erected upon Mortgaged Property an endorsement to the
title insurance policy issued pursuant to Section 10.02 regarding the affected
Mortgaged Property confirming that such repairs, rebuildings or replacements
are encumbered by the Lien of the applicable Mortgage;


 


(3)                                  in the event
that such repairs, rebuildings or replacements have a fair value in excess of
$250,000, a Survey with respect thereto; and


 


(4)                                  evidence of
payment or a closing statement indicating payments to be made by the Company of
all title premiums, recording charges, transfer taxes and other costs and
expenses, including reasonable legal fees and disbursements of counsel for the
Trustee (and any local counsel), that may be incurred to validly and
effectively subject such repairs, rebuildings or replacements to the Lien of
any applicable Collateral Document and to perfect such Lien; and


 


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(ii)  in case any part of such repairs,
rebuildings or replacements constitutes personal property interests:


 


(1)                                  an instrument
in recoverable form sufficient for the Lien of the Security Agreement to cover
such repairs, rebuildings or replacements; and


 


(2)                                  evidence of
payment or a closing statement indicating payments to be made by the Company of
all filing fees, recording charges, transfer taxes and other costs and
expenses, including reasonable legal fees and disbursements of counsel for the
Trustee (and any local counsel), that may be incurred to validly and
effectively subject such repairs, rebuildings or replacements to the Lien of
any Collateral Document; and


 


(d)                                 an Opinion of
Counsel substantially stating:


 


(i)                                     that the
instruments that have been or are therewith delivered to the Trustee conform to
the requirements of this Indenture and the Collateral Documents, and that, upon
the basis of such request of the Company and the accompanying documents
specified in this Section 11.02, all conditions precedent herein provided for
relating to such withdrawal and payment have been complied with, and the Trust
Moneys whose withdrawal is then requested may be lawfully paid over under this
Section 11.02;


 


(ii)                                  that the
Company has acquired title to said repairs, rebuildings and replacements at
least equivalent to its title to the property destroyed, damaged or taken, and
that the same and every part thereof are free and clear of all Liens prior to
the Lien of any Collateral Documents, except Liens of the type permitted under
the applicable Collateral Document to which the property so destroyed, damaged
or taken shall have been subject at the time of such destruction, damage or
taking; and


 


(iii)                               that all of the
Company’s right, title and interest in and to said repairs, rebuildings or
replacements, or combination thereof, are then subject to the Lien of the
Collateral Documents.  Upon compliance
with the foregoing provisions of this Section 11.02, the Trustee shall pay on
the written request of the Company an amount of Trust Moneys of the character
aforesaid equal to the amount of the expenditures or costs stated in the
Officers’ Certificate required by clause (i) of subsection (a) of this Section
11.02, or the fair value to the Company of such repairs, rebuildings and replacements
stated in such Officers’ Certificate (or in such Appraiser’s or Independent
Financial Advisor’s certificate, if required), whichever is less.


 


SECTION 11.03.                                                           Withdrawal of
Trust Moneys on Basis of Retirement of Securities.


 


(a)                                  Except with
respect to Trust Moneys received pursuant to Section 10.03(b) and subject to
release pursuant to Section 11.03(b) and Section 11.04, and as


 


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otherwise permitted or
required by the Collateral Documents, the Trustee shall apply Trust Moneys from
time to time to the payment of the principal of and interest on any Securities,
on the Maturity Date or to the redemption thereof or the purchase thereof upon
tender or in the open market or at private sale or upon any exchange or in any
one or more of such ways, including, without limitation, pursuant to a Change
of Control Offer under Section 4.15 or an Asset Sale Offer pursuant to Section
4.16, as the Company shall request in writing, upon receipt by the Trustee of the
following:


 


(i)                                     a Board
Resolution of the Company directing the application pursuant to this Section
11.03 of a specified amount of Trust Moneys and, if any such moneys are to be
applied to payment, designating the Securities so to be paid and, in case any
such moneys are to be applied to the purchase of Securities, prescribing the
method of purchase, the price or prices to be paid and the maximum principal
amount of Securities to be purchased and any other provisions of this Indenture
governing such purchase;


 


(ii)                                  cash in the
maximum amount of the accrued interest, if any, required to be paid in
connection with any such purchase, which cash shall be held by the Trustee, in
trust for such purpose;


 


(iii)                               an Officers’
Certificate, dated not more than 5 Business Days prior to the date of the
relevant application, stating (A) that no Default or Event of Default exists
unless such Default or Event of Default would be cured thereby, and (B) that
all conditions precedent and covenants herein provided for relating to such
application of Trust Moneys have been complied with; and


 


(iv)                              an Opinion of
Counsel stating that the documents and the cash or Cash Equivalents, if any,
which have been or are therewith delivered to and deposited with the Trustee
conform to the requirements of this Indenture and that all conditions precedent
herein provided for relating to such application of Trust Moneys have been
complied with.


 


Upon compliance with the
foregoing provisions of this Section 11.03(a), the Trustee shall apply Trust
Moneys as directed and specified by such Board Resolution, up to, but not
exceeding, the principal amount of the Securities so paid or purchased, using
the cash deposited pursuant to paragraph (ii) of this Section 11.03(a), to the
extent necessary, to pay any accrued interest required in connection with such
purchase.


 


(a)                                  To the extent
that any Trust Moneys consist of Trust Moneys received by the Trustee pursuant
to the provisions of Section 4.16 and the Company has made an Asset Sale Offer
which is not fully subscribed to by the Holders, the Trust Moneys remaining
after completion of the Asset Sale Offer may be withdrawn by the Company and
shall be paid by the Trustee to the Company (or as otherwise directed by the
Company) upon a Company Order to the Trustee and upon receipt by the Trustee of
the following:


 


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(i)  A notice which shall (A) refer to this
Section 11.03(b) and (B) describe with particularity the Asset Sale from which
such Trust Moneys were held as Collateral, the amount of Trust Moneys applied
to the purchase of Securities pursuant to the Asset Sale Offer and the
remaining amount of Trust Moneys to be released to the Company;


 


(ii)  An Officer’s Certificate certifying that (A)
the release of the Trust Moneys complies with the terms and conditions of
Section 4.16, (B) there is no Default or Event of Default in effect or
continuing on the date thereof, (C) the release of the Trust Moneys will not
result in a Default or Event of Default hereunder, and (D) all conditions
precedent and covenants herein provided relating to such release have been
complied with; (iii) All documentation required under TIA 314(d); and


 


(iii)  An Opinion of Counsel stating that the
documents that have been or are therewith delivered to the Collateral Agent and
the Trustee conform to the requirements of this Indenture and that all
conditions precedent herein provided for relating to such application of Trust
Moneys have been complied with.


 


SECTION 11.04.                                                           Withdrawal of
Trust Moneys for Reinvestment.


 


To the extent that any Trust
Moneys consist of Net Cash Proceeds received by the Trustee pursuant to the
provisions of Section 4.16, and the Company intends to reinvest such Net Cash
Proceeds in a Related Business Investment (the “Released Trust Moneys”), such
Trust Moneys may be withdrawn by the Company and shall be paid by the Trustee
to the Company (or as otherwise directed by the Company) upon a Company Order
to the Trustee and upon receipt by the Trustee of the following:


 


(a)                                  A notice which
shall (i) refer to this Section 11.04, (ii) contain all documents referred to
below, (iii) describe with particularity the Released Trust Moneys and the
Asset Sale from which such Released Trust Moneys were held as Collateral, (iv)
describe with particularity the Related Business Investment to be made with
respect to the Released Trust Moneys and (v) be accompanied by a counterpart of
the instruments proposed to give effect to the release fully executed and
acknowledged (if applicable) by all parties thereto other than the Trustee;


 


(b)                                 An Officer’s
Certificate certifying that (i) the release of the Released Trust Moneys
complies with the terms and conditions of Section 4.16, (ii) there is no
Default or Event of Default in effect or continuing on the date thereof, (iii)
the release of the Released Trust Moneys will not result in a Default or Event
of Default hereunder and (iv) all conditions precedent and covenants herein
provided for relating to such release and application of the Released Trust
Moneys have been complied with;


 


(c)                                  If the Related
Business Investment to be made is an investment in Real Property:


 


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(i)  an instrument or instruments in recordable
form sufficient for the Lien of any Mortgage to cover such Real Property which,
if the Real Property is a leasehold or easement interest, shall include normal
and customary provisions with respect thereto and evidence of the filing of all
such financing statements and other instruments as may be necessary to perfect
such Liens;


 


(ii)  a policy of title insurance (or a commitment
to issue title insurance) insuring that the Lien of this Indenture and any
Mortgage constitutes a direct and valid and perfected mortgage Lien of the
priority contemplated in Section 10.01(a) on such Real Property in an aggregate
amount equal to the fair value of the Real Property, together with an Officers’
Certificate stating that any specific exceptions to such title insurance are
Permitted Liens, together with such endorsements and other opinions as are
contemplated by Section 10.02;


 


(iii)  in the event such Real Property has a fair
value in excess of $250,000, a Survey with respect thereto; and


 


(iv)  evidence of payment or a closing statement indicating
payments to be made by the Company of all title premiums, recording charges,
transfer taxes and other costs and expenses, including reasonable legal fees
and disbursements of one counsel for the Trustee (and any local counsel), that
may be incurred to validly and effectively subject the Real Property to the
Lien of any applicable Collateral Document to perfect such Lien;


 


(d)                                 If the Related
Business Investment is a personal property interest:


 


(i)
an instrument in recordable form, if necessary, sufficient for the Lien of any
applicable Collateral Document to cover such personal property interest; and


 


(ii)
evidence of payment or a closing statement indicating payments to be made by
the Company of all filing fees, recording charges, transfer taxes and other
costs and expenses, including reasonable legal fees and disbursements of one
counsel for the Trustee (and any local counsel), that may be incurred to
validly and effectively subject the Related Business Investment to the Lien of
any Collateral Document;


 


(e)                                  All
documentation required under TIA Section 314(d); and


 


(f)                                    An opinion of
counsel stating that the documents that have been or are therewith delivered to
the Collateral Agent and the Trustee conform to the requirements of this
Indenture and that all conditions precedent herein provided for relating to
such application of Trust Moneys have been complied with.


 


Upon compliance with the
foregoing provisions of this Section 11.04, the Trustee shall apply the
Released Trust Moneys as directed and specified by the Company.


 


SECTION 11.05.                                                           Powers
Exercisable Notwithstanding Default or Event of Default.


 


In case a Default or an
Event of Default shall have occurred and shall be continuing, the Company,
while in possession of the Collateral (other than cash, Cash Equivalents,
securities and


 


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other personal property held by, or required
to be deposited or pledged with, the Trustee hereunder or under the Collateral
Documents), may do any of the things enumerated in Sections 11.02, 11.03 and
11.04 if the Holders of a majority in aggregate principal amount of the
Securities outstanding, by appropriate action of such Holders, shall consent to
such action, in which event any certificate filed under any of such Sections
shall omit the statement to the effect that no Default or Event of Default has
occurred and is continuing.  This
Section 11.05 shall not apply, however, during the continuance of an Event of
Default of the type specified in Section 6.01(1) or (2).


 


SECTION 11.06.                                                           Powers
Exercisable by Trustee or Receiver.


 


In case the Collateral
(other than any cash, Cash Equivalents, securities and other personal property
held by, or required to be deposited or pledged with, the Trustee hereunder or
under the Collateral Documents) shall be in the possession of a receiver or
trustee lawfully appointed, the powers hereinbefore in this Article Eleven
conferred upon the Company with respect to the withdrawal or application of
Trust Moneys may be exercised by such receiver or trustee, in which case a
certificate signed by such receiver or trustee shall be deemed the equivalent
of any Officers’ Certificate required by this Article Eleven.  If the Trustee shall be in possession of any
of the Collateral hereunder or under any of the Collateral Documents, such
powers may be exercised by the Trustee, in its discretion.


 


SECTION 11.07.                                                           Investment of
Trust Moneys.


 


All or any part of any Trust
Moneys held by the Trustee shall from time to time be invested or reinvested by
the Trustee in any Cash Equivalents pursuant to the written direction of the
Company, which shall specify the Cash Equivalents in which such Trust Moneys
shall be invested and the maturity date of such investment.  Unless an Event of Default occurs and is
continuing, any interest on such Cash Equivalents (in excess of any accrued
interest paid at the time of purchase) that may be received by the Trustee
shall be forthwith paid to the Company. 
Such Cash Equivalents shall be held by the Trustee as a part of the
Collateral, subject to the same provisions hereof as the cash used by it to
purchase such Cash Equivalents.


 


The Trustee shall not be
liable or responsible for any loss resulting from such investments or sales
except only for its own grossly negligent action, its own grossly negligent
failure to act or its own willful misconduct in complying with this Section
11.07.


 


ARTICLE XII.


 


MISCELLANEOUS


 


SECTION 12.01.                                                           TIA Controls.


 


If any provision of this
Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.


 


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SECTION 12.02.                                                           Notices.


 


Any notices or other
communications required or permitted hereunder shall be in writing, and shall
be sufficiently given if made by hand delivery, by telex, by telecopier or
registered or certified mail, postage prepaid, return receipt requested, or
overnight courier addressed as follows:


 


if to the Company or any
Guarantor:


 


The Doe Run Resources
Corporation


1801 Park 270 Drive


St. Louis, Missouri  63146


Attention:  Marvin K. Kaiser


 


with a copy to:


 


The Renco Group, Inc.


30 Rockefeller Plaza


42nd Floor


New York, NY 10012


Attention: Ira Leon Rennert


 


and


 


Cadwalader, Wickersham &
Taft


100 Maiden Lane


New York, New York  10038


Attention:  Michael C. Ryan, Esq.,


c/o Managing Attorneys’
Office


 


if to the Trustee:


 


State Street Bank and Trust
Company


Goodwin Square


225 Asylum, 23rd Floor


Hartford, CT  06103


Attention:  Corporate Trust Administration


 


Each of the Company, the
Guarantors and the Trustee by written notice to each other such person may
designate additional or different addresses for notices to such person.  Any notice or communication to the Company,
the Guarantors or the Trustee shall be deemed to have been given or made as of
the date so delivered, if personally delivered; when answered back, if telexed;
when receipt is acknowledged, if faxed; and five (5) calendar days after
mailing, if sent by registered or certified mail, postage prepaid (except that
a notice of change of address shall not be deemed to have been given until
actually received by the addressee).


 


Any notice or communication
mailed to a Securityholder, including any notice delivered in connection with
TIA Section 310(b), TIA Section 313(c), TIA Section 314(a) and TIA Section
315(b),


 


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shall be mailed to him by first class mail or
other equivalent means at his address as it appears on the registration books
of the Registrar and shall be sufficiently given to him if so mailed within the
time prescribed.


 


Failure to mail a notice or
communication to a Securityholder or any defect in it shall not affect its
sufficiency with respect to other Securityholders.  If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.


 


SECTION 12.03.                                                           Communications
by Holders with Other Holders.


 


Securityholders may
communicate pursuant to TIA Section 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities.  The Company, the Guarantors, the Trustee,
the Registrar and any other person shall have the protection of TIA Section
312(c).


 


SECTION 12.04.                                                           Certificate and
Opinion as to Conditions Precedent.


 


Upon any request or
application by the Company or the Guarantors to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:


 


(1)                                  an Officers’
Certificate, in form and substance satisfactory to the Trustee, stating that,
in the opinion of the signers, all conditions precedent, if any, provided for
in this Indenture relating to the proposed action have been complied with; and


 


(2)                                  an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.


 


SECTION 12.05.                                                           Statements
Required in Certificate or Opinion.


 


Each certificate or opinion
with respect to compliance with a condition or covenant provided for in this
Indenture shall include:


 


(1)                                  a statement
that the person making such certificate or opinion has read such covenant or
condition;


 


(2)                                  a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based;


 


(3)                                  a statement
that, in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied with; and


 


(4)                                  a statement as
to whether or not, in the opinion of each such person, such condition or
covenant has been complied with.


 


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SECTION 12.06.                                                           Rules by
Trustee, Paying Agent, Registrar.


 


The Trustee may make
reasonable rules in accordance with the Trustee’s customary practices for
action by or at a meeting of Securityholders. 
The Paying Agent or Registrar may make reasonable rules for its
functions.


 


SECTION 12.07.                                                           Legal Holidays.


 


A “Legal Holiday” used with
respect to a particular place of payment is a Saturday, a Sunday or a day on
which banking institutions in New York, New York or at such place of payment
are not required to be open.  If a
payment date is a Legal Holiday at such place, payment may be made at such
place on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue for the intervening period.


 


SECTION 12.08.                                                           Governing Law.


 


THIS INDENTURE, THE
SECURITIES AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND
PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS.  Each of the parties
hereto agrees to submit to the jurisdiction of the courts of the State of New
York in any action or proceeding arising out of or relating to this Indenture.


 


SECTION 12.09.                                                           No Adverse
Interpretation of Other Agreements.


 


This Indenture may not be
used to interpret another indenture, loan or debt agreement of the Company, the
Guarantors, or any of their Subsidiaries. 
Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.


 


SECTION 12.10.                                                           No Recourse
Against Others.


 


A director, officer,
employee, stockholder or Affiliate, as such, of the Company or the Guarantors
shall not have any liability for any obligations of the Company or the
Guarantors under the Securities or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation.  Each Securityholder by accepting a Security
waives and releases all such liability. 
Such waiver and release are part of the consideration for the issuance
of the Securities.


 


SECTION 12.11.                                                           Successors.


 


All agreements of the Company
and the Guarantors in this Indenture and the Securities shall bind its
successors.  All agreements of the
Trustee in this Indenture shall bind its successor.


 


SECTION 12.12.                                                           Duplicate
Originals.


 


All parties may sign any
number of copies of this Indenture. 
Each signed copy shall be an original, but all of them together shall
represent the same agreement.


 


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SECTION 12.13.                                                           Severability.


 


In case any provision in
this Indenture or in the Securities shall be invalid, illegal or unenforceable,
in any respect for any reason, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


 


ARTICLE XIII.


 


GUARANTEE
OF SECURITIES


 


SECTION 13.01.                                                           Unconditional
Guarantee.


 


Subject to the provisions of
this Article Thirteen and to Section 6.12, each of the Guarantors hereby,
jointly and severally, unconditionally and irrevocably guarantees, on a senior
basis, except as described in Section 6.12 (such guarantee to be referred to
herein as a “Guarantee”), to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee and its successors and assigns, irrespective
of the validity and enforceability of this Indenture, the Securities or the
obligations of the Company or any other Guarantors to the Holders or the
Trustee hereunder or thereunder, that: (a) the principal of, premium, if any,
and interest on the Securities shall be duly and punctually paid in full when
due, whether at maturity, upon redemption at the option of Holders pursuant to
the provisions of the Securities relating thereto, by acceleration or
otherwise, and interest on the overdue principal and (to the extent permitted
by law) interest, if any, on the Securities and all other obligations of the
Company or the Guarantors to the Holders or the Trustee hereunder or thereunder
(including amounts due the Trustee under Section 7.07 hereof) and all other
obligations shall be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Securities or any of such other obligations, the same
shall be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at maturity, by acceleration or
otherwise.  Failing payment when due of
any amount so guaranteed, or failing performance of any other obligation of the
Company to the Holders under this Indenture or under the Securities, for whatever
reason, each Guarantor shall be obligated to pay, or to perform or cause the
performance of, the same immediately. 
An Event of Default under this Indenture or the Securities shall
constitute an event of default under this Guarantee, and shall entitle the
Holders of Securities to accelerate the obligations of the Guarantors hereunder
in the same manner and to the same extent as the obligations of the Company.


 


Each of the Guarantors
hereby agrees that its obligations hereunder shall be unconditional, irrespective
of the validity, regularity or enforceability of the Securities or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Securities with respect to any provisions hereof or
thereof, any release of any other Guarantor, the recovery of any judgment
against the Company, any action to enforce the same, whether or not a Guarantee
is affixed to any particular Security, or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a
Guarantor.  Each of the Guarantors
hereby waives the benefit of diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest, notice
and all demands whatsoever and


 


86

















 


covenants that its Guarantee shall not be
discharged except by complete performance of the obligations contained in the
Securities, this Indenture and this Guarantee. 
This Guarantee is a guarantee of payment and not of collection.  If any Holder or the Trustee is required by
any court or otherwise to return to the Company or to any Guarantor, or any
custodian, trustee, liquidator or other similar official acting in relation to
the Company or such Guarantor, any amount paid by the Company or such Guarantor
to the Trustee or such Holder, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect.  Each Guarantor further agrees that, as
between it, on the one hand, and the Holders of Securities and the Trustee, on
the other hand, (a) subject to this Article Eleven, the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article Six
hereof for the purposes of this Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (b) in the event of any acceleration of such obligations
as provided in Article Six hereof, such obligations (whether or not due and
payable) shall forthwith become due and payable by the Guarantors for the
purpose of this Guarantee.


 


No stockholder, officer,
director, employee or incorporator, past, present or future, or any Guarantor,
as such, shall have any personal liability under this Guarantee by reason of
his, her or its status as such stockholder, officer, director, employee or
incorporator.


 


Each Guarantor that makes a
payment or distribution under its Guarantee shall be entitled to a contribution
from each other Guarantor in an amount pro rata based on the net assets of each
Guarantor, determined in accordance with GAAP.


 


SECTION 13.02.                                                           Limitations on
Guarantees.


 


The obligations of each
Guarantor under its Guarantee are limited to the maximum amount which, after
giving effect to all other contingent and fixed liabilities of such Guarantor
and after giving effect to any collections from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Guarantee or pursuant to its contribution obligations under
this Indenture, will result in the obligations of such Guarantor under the
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
any laws of the United States, any state of the United States, the District of
Columbia, the Republic of Peru or the Cayman Islands or any political
subdivisions or territories therein or any other jurisdiction under which a
Guarantor is organized.


 


SECTION 13.03.                                                           Execution and
Delivery of Guarantee.


 


To further evidence the
Guarantee set forth in Section 13.01, each Guarantor hereby agrees that a
notation of such Guarantee, substantially in the form of Exhibit B herein,
shall be endorsed on each Security authenticated and delivered by the
Trustee.  Such Guarantee shall be
executed on behalf of each Guarantor by either manual or facsimile signature of
two Officers of each Guarantor, each of whom, in each case, shall have been
duly authorized to so execute by all requisite corporate action.  The validity and enforceability of any
Guarantee shall not be affected by the fact that it is not affixed to any
particular Security.


 


87

















 


Each of the Guarantors
hereby agrees that its Guarantee set forth in Section 13.01 shall remain in
full force and effect notwithstanding any failure to endorse on each Security a
notation of such Guarantee.


 


If an Officer of a Guarantor
whose signature is on this Indenture or a Guarantee no longer holds that office
at the time the Trustee authenticates the Security on which such Guarantee is
endorsed or at any time thereafter, such Guarantor’s Guarantee of such Security
shall be valid nevertheless.


 


The delivery of any Security
by the Trustee, after the authentication thereof hereunder, shall constitute
due delivery of any Guarantee set forth in this Indenture on behalf of each
Guarantor.


 


SECTION 13.04.                                                           Release of a
Guarantor.


 


(a)                                  If no Default
exists or would exist under this Indenture, upon the sale or disposition of all
of the Capital Stock of a Guarantor by the Company, in a transaction
constituting an Asset Sale the Net Cash Proceeds of which are applied in
accordance with Section 4.16, or upon the consolidation or merger of a
Guarantor with or into any person in compliance with Article Five (in each
case, other than to the Company or an Affiliate of the Company), or if any
Guarantor is dissolved or liquidated in accordance with this Indenture, such
Guarantor’s Guarantee shall be released, and such Guarantor and each Subsidiary
of such Guarantor that is also a Guarantor shall be deemed released from all
obligations under this Article Eleven without any further action required on
the part of the Trustee or any Holder. 
Any Guarantor not so released or the entity surviving such Guarantor, as
applicable, shall remain or be liable under its Guarantee as provided in this
Article Eleven.


 


(b)                                 The Trustee
shall deliver an appropriate instrument evidencing the release of a Guarantor
upon receipt of a request by the Company or such Guarantor accompanied by an
Officers’ Certificate and an Opinion of Counsel certifying as to the compliance
with this Section 13.04, provided the legal counsel delivering such Opinion of
Counsel may rely as to matters of fact on one or more Officers Certificates of
the Company.


 


The Trustee shall execute
any documents reasonably requested by the Company or a Guarantor in order to
evidence the release of such Guarantor from its obligations under its Guarantee
endorsed on the Securities and under this Article Eleven.


 


Except as set forth in
Articles Four and Five and this Section 13.04, nothing contained in this
Indenture or in any of the Securities shall prevent any consolidation or merger
of a Guarantor with or into the Company or another Guarantor or shall prevent
any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.


 


SECTION 13.05.                                                           Waiver of
Subrogation.


 


Until this Indenture is
discharged and all of the Securities are discharged and paid in full, each
Guarantor hereby irrevocably waives and agrees not to exercise any claim or
other rights


 


88

















 


which it may now or hereafter acquire against
the Company that arise from the existence, payment, performance or enforcement
of the Company’s obligations under the Securities or this Indenture and such
Guarantor’s obligations under this Guarantee and this Indenture, in any such instance
including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution, indemnification, and any right to participate in any
claim or remedy of the Holders against the Company, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from the Company,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim or other rights.  If any amount shall be paid to any Guarantor
in violation of the preceding sentence and any amounts owing to the Trustee or
the Holders of Securities under the Securities, this Indenture, or any other
document or instrument delivered under or in connection with such agreements or
instruments, shall not have been paid in full, such amount shall have been
deemed to have been paid to such Guarantor for the benefit of, and held in
trust for the benefit of, the Trustee or the Holders and shall forthwith be
paid to the Trustee for the benefit of itself or such Holders to be credited
and applied to the obligations in favor of the Trustee or the Holders, as the
case may be, whether matured or unmatured, in accordance with the terms of this
Indenture.  Each Guarantor acknowledges
that it will receive direct and indirect benefits from the financing
arrangements contemplated by this Indenture and that the waiver set forth in
this Section 13.05 is knowingly made in contemplation of such benefits.


 


SECTION 13.06.                                                           Immediate
Payment.


 


Each Guarantor agrees to
make immediate payment to the Trustee on behalf of the Holders of all
Obligations owing or payable to the respective Holders upon receipt of a demand
for payment therefor by the Trustee to such Guarantor in writing.


 


SECTION 13.07.                                                           No Set-Off.


 


Each payment to be made by a
Guarantor hereunder in respect of the Obligations shall be payable in the
currency or currencies in which such Obligations are denominated, and shall be
made without set-off, counterclaim, reduction or diminution of any kind or
nature.


 


SECTION 13.08.                                                           Obligations
Continuing.


 


The obligations of each
Guarantor hereunder shall be continuing and shall remain in full force and
effect until all the obligations have been paid and satisfied in full.  Each Guarantor agrees with the Trustee that
it will from time to time deliver to the Trustee suitable acknowledgments of
this continued liability hereunder.


 


SECTION 13.09.                                                           Obligations
Reinstated.


 


The obligations of each
Guarantor hereunder shall continue to be effective or shall be reinstated, as
the case may be, if at any time any payment which would otherwise have reduced
the obligations of any Guarantor hereunder (whether such payment shall have
been made by or on behalf of the Company or by or on behalf of a Guarantor) is
rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy,
liquidation or reorganization of the Company or any Guarantor or otherwise, all
as though such payment had not been made. 
If demand for, or


 


89

















 


acceleration of the time for, payment by the
Company is stayed upon the insolvency, bankruptcy, liquidation or
reorganization of the Company, all such Indebtedness otherwise subject to demand
for payment or acceleration shall nonetheless be payable by each Guarantor as
provided herein.


 


SECTION 13.10.                                                           Obligations Not
Affected.


 


The obligations of each
Guarantor hereunder shall not be affected, impaired or diminished in any way by
any act, omission, matter or thing whatsoever, occurring before, upon or after
any demand for payment hereunder (and whether or not known or consented to by
any Guarantor or any of the Holders) which, but for this provision, might
constitute a whole or partial defense to a claim against any Guarantor
hereunder or might operate to release or otherwise exonerate any Guarantor from
any of its obligations hereunder or otherwise affect such obligations, whether
occasioned by default of any of the Holders or otherwise.


 


SECTION 13.11.                                                           Waiver.


 


Without in any way limiting
the provisions of Section 11.01 hereof, each Guarantor hereby waives notice or
proof of reliance by the Holders upon the obligations of any Guarantor
hereunder, and diligence, presentment, demand for payment on the Company,
protest or notice of dishonor of any of the Obligations, or other notice or
formalities to the Company of any kind whatsoever.


 


SECTION 13.12.                                                           No Obligation
To Take Action Against the Company.


 


Neither the Trustee nor any
other person shall have any obligation to enforce or exhaust any rights or
remedies or to take any other steps under any security for the Obligations or
against the Company or any other person or any property of the Company or any
other person before the Trustee is entitled to demand payment and performance
by any or all Guarantors of their liabilities and obligations under their
Guarantees or under this Indenture.


 


SECTION 13.13.                                                           Dealing with
the Company and Others.


 


The Holders, without
releasing, discharging, limiting or otherwise affecting in whole or in part the
obligations and liabilities of any Guarantor hereunder and without the consent
of or notice to any Guarantor, may


 


(a)                                  grant time,
renewals, extensions, compromises, concessions, waivers, releases, discharges
and other indulgences to the Company or any other person;


 


(b)                                 take or abstain
from taking security or collateral from the Company or from perfecting security
or collateral of the Company;


 


(c)                                  release,
discharge, compromise, realize, enforce or otherwise deal with or do any act or
thing in respect of (with or without consideration) any and all collateral,
mortgages or other security given by the Company or any third party with
respect to the obligations or matters contemplated by this Indenture or the Securities;


 


(d)                                 accept
compromises or arrangements from the Company;


 


90

















 


(e)                                  apply all
monies at any time received from the Company or from any security upon such
part of the Obligations as the Holders may see fit or change any such
application in whole or in part from time to time as the Holders may see fit;
and


 


(f)                                    otherwise deal
with, or waive or modify their right to deal with,  the Company and all other persons and any security as the Holders
or the Trustee may see fit.


 


SECTION 13.14.                                                           Default and
Enforcement.


 


If any Guarantor fails to
pay in accordance with Section 13.06 hereof, the Trustee may proceed in its
name as trustee hereunder in the enforcement of the Guarantee of any such
Guarantor and such Guarantor’s obligations thereunder and hereunder by any
remedy provided by law, whether by legal proceedings or otherwise, and to
recover from such Guarantor the obligations.


 


SECTION 13.15.                                                           Amendment, Etc.


 


No amendment, modification
or waiver of any provision of this Indenture relating to any Guarantor or
consent to any departure by any Guarantor or any other person from any such
provision will in any event be effective unless it is signed by such Guarantor
and the Trustee.


 


SECTION 13.16.                                                           Acknowledgment.


 


Each Guarantor hereby
acknowledges communication of the terms of this Indenture and the Securities
and consents to and approves of the same.


 


SECTION 13.17.                                                           Costs and
Expenses.


 


Each Guarantor shall pay on
demand by the Trustee any and all costs, fees and expenses (including, without
limitation, legal fees on a solicitor and client basis) incurred by the
Trustee, its agents, advisors and counsel or any of the Holders in enforcing
any of their rights under any Guarantee.


 


SECTION 13.18.                                                           No Waiver;
Cumulative Remedies.


 


No failure to exercise and
no delay in exercising, on the part of the Trustee or the Holders, any right,
remedy, power or privilege hereunder or under this Indenture or the Securities,
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder or under this Indenture or the
Securities preclude any other or further exercise thereof or the exercise of
any other right, remedy, power or privilege. The rights, remedies, powers and
privileges in the Guarantee and under this Indenture, the Securities and any
other document or instrument between a Guarantor and/or the Company and the
Trustee are cumulative and not exclusive of any rights, remedies, powers and
privilege provided by law.


 


SECTION 13.19.                                                           Survival of
Obligations.


 


Without prejudice to the
survival of any of the other obligations of each Guarantor hereunder, the
obligations of each Guarantor under Section 13.01 and shall be enforceable


 


91

















 


against such Guarantor without regard to and
without giving effect to any right of offset or counterclaim available to or
which may be asserted by the Company or any Guarantor.


 


SECTION 13.20.                                                           Guarantee in
Addition to Other Obligations.


 


The obligations of each
Guarantor under its Guarantee and this Indenture are in addition to and not in
substitution for any other obligations to the Trustee or to any of the Holders
in relation to this Indenture or the Securities (including the Purchase
Agreement, and the Collateral Documents).


 


SECTION 13.21.                                                           Severability.


 


Any provision of this
Article Thirteen which is prohibited or unenforceable in any jurisdiction shall
not invalidate the remaining provisions and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction unless its removal would substantially defeat the
basic intent, spirit and purpose of this Indenture and this Article Thirteen.


 


SECTION 13.22.                                                           Successors and
Assigns.


 


Each Guarantee shall be
binding upon and inure to the benefit of each Guarantor and the Trustee and the
other Holders and their respective successors and permitted assigns, except
that no Guarantor may assign any of its obligations hereunder or thereunder.


 


[Remainder
of Page Intentionally Left Blank – Signature Pages Follow]


 


92

















 


[Indenture]


 


SIGNATURES


 


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


 


	
   

  	
  THE DOE RUN RESOURCES
  CORPORATION,

  
	
   

  	
  as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Marvin Kaiser

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BUICK RESOURCE
  RECYCLING

  FACILITY LLC,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Marvin Kaiser

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DR LAND HOLDINGS, LLC,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Marvin Kaiser

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FABRICATED PRODUCTS, INC.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Marvin Kaiser

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 

















 


	
   

  	
  DOE RUN PERU S.R.L.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Marvin Kaiser

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOE RUN CAYMAN LTD.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Marvin Kaiser

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOE RUN DEVELOPMENT
  S.A.C.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Marvin Kaiser

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 

















 


	
   

  	
  STATE STREET BANK AND
  TRUST

  COMPANY,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory M. Donovan

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Gregory M. Donovan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  



 

















 


Exhibit A


 


11
3⁄4% Note Due 2008


 


FOR PURPOSES OF SECTIONS
1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE
RULES AND REGULATIONS THEREUNDER, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE
DISCOUNT.  HOLDERS OF THIS NOTE WITH
QUESTIONS CONCERNING THE ISSUE PRICE, ORIGINAL ISSUE DISCOUNT AND /OR YIELD TO
MATURITY SHOULD CONTACT MARVIN K. KAISER, CHIEF FINANCIAL OFFICER OF THE
COMPANY AT (314) 453-7130.


 


THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS UNLESS THE OFFER OR SALE OR
DELIVERY WOULD QUALIFY FOR AN EXEMPTION UNDER THE SECURITIES ACT AND STATE
SECURITIES LAWS.


 


A-1

















 


 


THE
DOE RUN RESOURCES CORPORATION


11
3/4% Note due 2008


 


CUSIP
No. 256582 AL 1


 


	
  No.  [  
  ]

  	
   

  	
   

  	
   

  	
  $                      

  



 


The Doe Run Resources
Corporation, a New York corporation (the “Company,” which term includes any
successor entity), for value received promises to pay to                             or registered
assigns, the principal sum of                             , on November 1, 2008.


 


Interest Payment Dates:
April 15 and October 15


 


Record Dates: April 1 and
October 1


 


Reference is made to the
further provisions of this Security contained herein, which will for all
purposes have the same effect as if set forth at this place.


 


A-2

















 


IN WITNESS WHEREOF, the
Company has caused this Security to be signed manually or by facsimile by its
duly authorized officers.


 


Dated:
                       ,
2002


 


	
   

  	
  THE DOE RUN RESOURCES
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


A-3

















 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the
Securities described in the within-mentioned Indenture.


 


	
   

  	
  STATE STREET BANK AND
  TRUST

  COMPANY,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signatory

  



 


A-4

















 


THE
DOE RUN RESOURCES CORPORATION


113⁄4%
Note due 2008


 


1.                                       Interest.


 


THE DOE RUN RESOURCES
CORPORATION, a New York corporation (the “Company”), promises to pay interest
on the principal amount of this Security at the applicable rate set forth
herein.  The Company will pay interest
in cash semi-annually in arrears on April 15 and October 15 of each year (the
“Interest Payment Date”), commencing April 15, 2003, provided that, on each
Interest Payment Date occurring on or prior to October 15, 2005, interest may
be paid, at the Company’s option, by either (a) (i) the cash payment of accrued
interest at an annual rate of 3% and (ii) the issuance of additional Securities
(the “PIK Notes”) with a principal amount equal to the interest accrued from
the later of the Original Issue Date or the last Interest Payment Date through
such date at an annual rate of 11.5% per annum (“PIK Payment”) or (b) the cash
payment of accrued interest at an annual rate of 81⁄2%.  Interest on Securities issued on October 29, 2002 (the “Original
Issue Date”) will accrue from the Original Issue Date until the first scheduled
interest payment.  Interest on the PIK
Notes will accrue from the issue date thereof and not from the Original Issue
Date.  Interest will be computed on the
basis of a 360-day year of twelve 30-day months.


 


The Company shall pay
interest on overdue principal and premium, if any, and interest on overdue
installments of interest, to the extent lawful, at a rate per annum equal to
the rate of interest applicable to the Securities plus 2%.


 


2.                                       Method of Payment.


 


The Company shall pay
interest on the Securities (except defaulted interest) to the persons who are
the registered Holders at the close of business on the Record Date immediately
preceding the Interest Payment Date even if the Securities are cancelled on
registration of transfer or registration of exchange after such Record Date.
Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company shall pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts (“U.S. Legal Tender”). However, the Company may pay principal and
interest by wire transfer of Federal funds, or interest by its check payable in
such U.S. Legal Tender. The Company may deliver any such interest payment to
the Paying Agent or to a Holder at the Holder’s registered address.
Notwithstanding the foregoing, the Company shall pay or cause to be paid all
amounts payable with respect to Restricted Securities or non-DTC eligible
Securities by wire transfer of Federal funds to the account of the Holders of
such Securities.


 


3.                                       Paying Agent and Registrar.


 


Initially, STATE STREET BANK
AND TRUST COMPANY (the “Trustee”), will act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to the Holders.


 


A-5

















 


4.                                       Indenture.


 


The Company issued the
Securities under an Indenture, dated as of October 29, 2002 (the “Indenture”),
by and among the Company, the Guarantors and the Trustee. This Security is one
of a duly authorized issue of Securities of the Company designated as its 113⁄4%
Notes due 2008 (the “Securities”). Capitalized terms herein are used as defined
in the Indenture unless otherwise defined herein. The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture until such
time as the Indenture is qualified under the TIA, and thereafter as in effect
on the date on which the Indenture is qualified under the TIA. Notwithstanding
anything to the contrary herein, the Securities are subject to all such terms,
and Holders of Securities are referred to the Indenture and said Act for a
statement of them. The Securities are general obligations of the Company.


 


5.                                       Optional Redemption.


 


The Securities will be
subject to redemption, in whole or in part, at the option of the Company, at
any time or from time to time, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued interest to the
redemption date, if redeemed during the 12-month period beginning on October 29
of the years indicated below:


 




	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2002

  	
   

  	
  100

  	
  %

  
	
  2003

  	
   

  	
  106

  	
  %

  
	
  2004

  	
   

  	
  104

  	
  %

  
	
  2005

  	
   

  	
  102

  	
  %

  
	
  2006 and thereafter

  	
   

  	
  100

  	
  %

  






 


In addition, Renco will have
the right at any time to require that all or part of the then outstanding
Securities be sold to Renco at a price equal to, at any given time, the price,
including accrued interest, that the Company would have to pay to redeem such
Securities at such time (the “Renco Call”).


 


6.                                       Notice of Redemption or
Purchase.


 


Notice of redemption by the
Company or purchase by Renco pursuant to the Renco Call will be mailed at least
30 days but not more than 60 days before the Redemption Date or Purchase Date,
as the case may be, to each Holder of Securities to be redeemed or purchased,
as the case may be, at such Holder’s registered address. Securities in
denominations larger than $1,000 may be redeemed or purchased, as the case may
be, in part.


 


Except as set forth in the
Indenture, from and after any Redemption Date or Purchase Date, as the case may
be, if monies for the redemption or purchase, as the case may be, of the
Securities called for redemption or purchase, as the case may be, shall have
been deposited with the Paying Agent for redemption or purchase, as the case
may be, on such Redemption Date or Purchase Date, as the case may be, then,
unless the Company or Renco, as the case may be, defaults in the payment of
such Redemption Price or Purchase Price, as the case may be, the


 


A-6

















 


Securities called for redemption or purchase,
as the case may be, will cease to bear interest and the only right of the
Holders of such Securities will be to receive payment of the Redemption Price
or Purchase Price, as the case may be.


 


7.                                       Change of Control Offer.


 


Upon the occurrence of a
Change of Control, upon the satisfaction of the conditions set forth in the
Indenture, the Company shall be required to offer to purchase all of the then
outstanding Securities pursuant to a Change of Control Offer at a purchase
price equal to 101% of the principal amount thereof plus accrued interest, if
any, to the date of purchase. Holders of Securities which are the subject of
such an offer to repurchase shall receive an offer to repurchase and may elect
to have such Securities repurchased in accordance with the provisions of the
Indenture pursuant to and in accordance with the terms of the Indenture.


 


8.                                       Limitation on Disposition of
Assets.


 


Under certain circumstances,
the Company is required to apply the net proceeds from Asset Sales to
repurchase Securities at a price equal to 100% of the aggregate principal
amount thereof, plus accrued interest to the date of purchase.


 


9.                                       Collateral Documents.


 


In order to secure the due
and punctual payment of the principal of and interest on the Securities and all
other amounts payable by the Company under the Indenture and the Securities
when and as the same will be due and payable, whether at maturity, by
acceleration or otherwise, according to the terms of the Securities and the
Indenture, the Company has granted, and will grant, security interests in and
Liens on the Collateral owned by it to the Trustee for the benefit of the
Holders of Securities pursuant to the Indenture and the Collateral Documents.
The Securities will be secured by Liens on and security interests in the
Collateral with the priority contemplated in Section 10.01(a) of the Indenture
and are subject to certain permitted encumbrances.


 


Each Holder, by accepting a
Security, agrees to all of the terms and provisions of the Collateral
Documents, as the same may be amended from time to time pursuant to the
respective provisions thereof and the Indenture.


 


The Trustee and each Holder
acknowledge that a release of any of the Collateral or any Lien strictly in
accordance with the terms and provisions of the Collateral Documents and the
terms and provisions of the Indenture will not be deemed for any purpose to be
an impairment of the security under the Indenture.


 


10.                                 Denominations; Transfer;
Exchange.


 


The Securities are in
registered form, without coupons. A Holder shall register the transfer of or
exchange Securities in accordance with the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture. The Registrar
need not register the transfer of or exchange any


 


A-7

















 


Securities or portions thereof selected for
redemption. No service charge shall be made for any registration of transfer or
exchange or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


 


11.                                 Persons Deemed Owners.


 


The registered Holder of a
Security shall be treated as the owner of it for all purposes.


 


12.                                 Unclaimed Money.


 


If money for the payment of
principal or interest remains unclaimed for two years, the Trustee and the Paying
Agent will pay the money back to the Company at its request. After that, all
liability of the Trustee and such Paying Agent with respect to such money shall
cease.


 


13.                                 Discharge Prior to
Redemption or Maturity.


 


The Company’s obligations
pursuant to the Indenture will be discharged, except for obligations pursuant
to certain sections thereof, subject to the terms of the Indenture, upon the
payment of all the Securities or upon the irrevocable deposit with the Trustee
of money or U.S. Government Obligations sufficient to pay when due principal
of, and premium, if any, and interest on the Securities to maturity or
redemption, as the case may be.


 


14.                                 Amendment; Supplement;
Waiver.


 


Subject to certain
exceptions, the Indenture or the Securities may be amended or supplemented with
the written consent of the Holders of at least a majority in aggregate
principal amount of the Securities then outstanding, and any existing Default
or Event of Default or compliance with any provision may be waived with the consent
of the Holders of a majority in aggregate principal amount of the Securities
then outstanding. Without notice to or consent of any Holder, the parties
thereto may amend, waive or supplement the Indenture or the Securities to,
among other things, cure any ambiguity, defect or inconsistency, provide for
uncertificated Securities in addition to or in place of certificated
Securities, comply with Article Five of the Indenture or comply with any
requirements of the SEC in connection with the qualification of the Indenture
under the TIA, or make any other change that does not adversely affect the
rights of any Holder of a Security.


 


15.                                 Restrictive Covenants.


 


The Indenture imposes
certain limitations on the ability of the Company and its Restricted
Subsidiaries to, among other things, incur additional Indebtedness or Liens,
make payments in respect of its Capital Stock and merge or consolidate with any
other person and sell, lease, transfer or otherwise dispose of substantially
all of certain of its properties or assets. The limitations are subject to a
number of important qualifications and exceptions. The Company must annually
report to the Trustee on compliance with such limitations.


 


A-8

















 


16.                                 Successors.


 


When a successor assumes all
the obligations of its predecessor under the Securities and the Indenture, the
predecessor will be released from those obligations.


 


17.                                 Defaults and Remedies.


 


If an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of Securities then outstanding may declare all the
Securities to be due and payable in the manner, at the time and with the effect
provided in the Indenture. Holders of Securities may not enforce the Indenture
or the Securities except as provided in the Indenture. The Trustee is not
obligated to enforce the Indenture or the Securities unless it has received
indemnity satisfactory to it. The Indenture permits, subject to certain
limitations therein provided, Holders of a majority in aggregate principal
amount of the Securities then outstanding to direct the Trustee in its exercise
of any trust or power. The Trustee may withhold from Holders of Securities
notice of any continuing Default or Event of Default (except a Default in
payment of principal or interest) if it determines that withholding notice is
in their interest.


 


18.                                 Trustee Dealings with
Company.


 


The Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with the Company, the Guarantors,
their Subsidiaries or their respective Affiliates as if it were not the
Trustee.


 


19.                                 No Recourse Against Others.


 


No stockholder, director,
officer, employee or incorporator, as such, of the Company or the Guarantors
shall have any liability for any obligation of the Company or the Guarantors
under the Securities or the Indenture or for any claim based on, in respect of
or by reason of, such obligations or their creation. Each Holder of a Security
by accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Securities.


 


20.                                 Authentication.


 


This Security shall not be
valid until the Trustee or authenticating agent manually signs the certificate
of authentication on this Security.


 


21.                                 Governing Law.


 


The Laws of the State of New
York shall govern this Security and the Indenture.


 


22.                                 Abbreviations and Defined
Terms.


 


Customary abbreviations may
be used in the name of a Holder of a Security or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 


A-9

















 


23.                                 CUSIP Numbers.


 


Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company will cause CUSIP numbers to be printed on the Securities immediately
prior to the qualification of the Indenture under the TIA as a convenience to
the Holders of the Securities. No representation is made as to the accuracy of
such numbers as printed on the Securities and reliance may be placed only on
the other identification numbers printed hereon.


 


24.                                 Guarantees.


 


This Security will be
entitled to the benefits of certain Guarantees made for the benefit of the
Holders. Reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of
the Guarantors, the Trustee and the Holders.


 


25.                                 Indenture.


 


Each Holder, by accepting a
Security, agrees to be bound by all of the terms and provisions of the
Indenture, as the same may be amended from time to time.


 


The Company will furnish to
any Holder of a Security upon written request and without charge a copy of the
Indenture. Requests may be made to: THE DOE RUN RESOURCES CORPORATION, 1801
Park 270 Drive, St. Louis, Missouri 63146, Attn.: Chief Financial Officer.


 


26.                                 Certain Information
Obligations.


 


At any time when the Company
is not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934,
upon the request of a Holder of a Security, the Company will promptly furnish
or cause to be furnished such information as is specified pursuant to Rule
144A(d)(4) under the Securities Act (or any successor provision thereto) to
such Holder or to a prospective purchaser of such Security designated by such
Holder, as the case may be, in order to permit compliance by such Holder with
Rule 144A under the Securities Act.


 


A-10

















 


[FORM
OF ASSIGNMENT]


 


I or we assign this Security
to:


 


 


 


(Print
or type name, address and zip code of assignee)


 


Please
insert Social Security or other

identifying number of assignee


 


 


and irrevocably appoint                                                              agent
to transfer this Security on the books of the Company. The agent may substitute
another to act for him.


 


	
  Dated:

  	
   

  	
  Signed:

  	
   

  
	
   

  	
  (Sign
  exactly as your name appears on

  the front of this Security)

  



 


Signature Guarantee:


 


 


	
   

  	
   

  



 


A-11

















 


[OPTION
OF HOLDER TO ELECT PURCHASE]


 


If you want to elect to have
this Security purchased by the Company pursuant to Section 4.15 or Section 4.16
of the Indenture, check the appropriate box:


 


Section 4.15 [      ]


 


Section 4.16 [      ]


 


If you want to elect to have
only part of this Security purchased by the Company pursuant to Section 4.15 or
Section 4.16 of the Indenture, state the amount:


 


$


 


	
  Date:

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
  (Sign
  exactly as your

  name appears on the front

  of this Security)

  



 


Signature Guarantee:


 


 


 


A-12

















 


EXHIBIT B


 


GUARANTEE


 


For value received, the
undersigned hereby unconditionally guarantees, as principal obligor and not
only as a surety, to the Holder of this Security the cash payments in United
States dollars of principal of, premium, if any, and interest on this Security
in the amounts and at the times when due and interest on the overdue principal,
premium, if any, and interest, if any, of this Security, if lawful, and the
payment or performance of all other obligations of the Company under the
Indenture (as defined below) or the Securities, to the Holder of this Security
and the Trustee, all in accordance with and subject to the terms and
limitations of this Security, Article Thirteen of the Indenture and this
Guarantee. This Guarantee will become effective in accordance with Article
Thirteen of the Indenture and its terms shall be evidenced therein. The
validity and enforceability of any Guarantee shall not be affected by the fact
that it is not affixed to any particular Security. Capitalized terms used but
not defined herein shall have the meanings ascribed to them in the Indenture
dated as of October 29, 2002, by and among The Doe Run Resources Corporation, a
New York corporation, as issuer, the Guarantors named therein and State Street
Bank and Trust Company, as trustee, as amended or supplemented (the
“Indenture”).


 


The obligations of the
undersigned to the Holders of Securities and to the Trustee pursuant to this
Guarantee and the Indenture are expressly set forth in Article Thirteen of the
Indenture and reference is hereby made to the Indenture for the precise terms
of the Guarantee and all of the other provisions of the Indenture to which this
Guarantee relates.


 


THIS GUARANTEE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. Each Guarantor hereby
agrees to submit to the jurisdiction of any federal or state court in the
Borough of Manhattan of the City of New York for purposes of any legal suit,
action or proceeding against it arising out of or related to this Indenture,
the Securities and the Guarantees (a “Related Proceeding”). The Company hereby
consents to the jurisdiction of each such court for the purposes of any Related
Proceeding, and irrevocably waives, to the fullest extent it may effectively do
so, any objection to the laying of venue of any Related Proceeding in any such
court and the defense of an inconvenient forum to the maintenance of any
Related Proceedings in any such court.


 


This Guarantee is subject to
release upon the terms set forth in the Indenture.


 


B-1

















 


 IN WITNESS WHEREOF, each Guarantor has caused its Guarantee to be
duly executed.


 


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FABRICATED PRODUCTS, INC.,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOE RUN CAYMAN LTD.,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOE RUN PERU S.R.L.,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


B-2

















 


	
   

  	
  DOE RUN AIR S.A.C.,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOE RUN DEVELOPMENT
  S.A.C.,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


B-3

















 


 


EXHIBIT C


 


FORM
OF MORTGAGE


 


 


C-1