Exhibit 10.5.12


 


EXECUTION


 


AMENDED AND RESTATED


LOAN AND SECURITY AGREEMENT


 


by and among


 


THE DOE RUN RESOURCES CORPORATION


THE BUICK RESOURCE RECYCLING FACILITY LLC


FABRICATED PRODUCTS, INC.


as Borrowers


 


and


DR LAND HOLDINGS, LLC


as Guarantor


 


THE FINANCIAL INSTITUTIONS NAMED HEREIN


as Lenders


 


CONGRESS FINANCIAL CORPORATION


as


Agent


 


THE CIT GROUP/BUSINESS CREDIT, INC.


as Co-Agent


 


 


Dated: October 29, 2002


 

















 


TABLE OF CONTENTS


 


	
  RECITALS

  	
   

  
	
   

  	
   

  
	
  SECTION 1. 
  DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  SECTION 2. 
  ACKNOWLEDGMENT AND RESTATEMENT

  	
   

  
	
  2.1  Existing Obligations

  	
   

  
	
  2.2 
  Acknowledgment of Security Interests

  	
   

  
	
  2.3  Existing Loan Agreement

  	
   

  
	
  2.4 
  Restatement

  	
   

  
	
  2.5 
  Release

  	
   

  
	
   

  	
   

  
	
  SECTION 3.  CREDIT FACILITY

  	
   

  
	
  3.1 Borrowing Base Loans

  	
   

  
	
  3.2 
  Letter of Credit Accommodations

  	
   

  
	
  3.3 Supplemental Loans

  	
   

  
	
  3.4 
  Maximum Credit

  	
   

  
	
  3.5 
  Reserves

  	
   

  
	
  3.6 
  Changes in Laws and Increased Costs of Loans.

  	
   

  
	
  3.7  Mandatory Prepayments

  	
   

  
	
  3.8 
  Interest.

  	
   

  
	
  3.9 
  Closing Fee

  	
   

  
	
  3.10 
  Servicing Fee

  	
   

  
	
  3.11 
  Unused Line Fee

  	
   

  
	
  3.12  Authorization to Make
  Loans

  	
   

  
	
  3.13  Settlement Procedures

  	
   

  
	
  3.14 
  Use of Proceeds

  	
   

  
	
  3.15  Joint and Several
  Liability

  	
   

  
	
  3.16 
  Appointment of Administrative Borrower for Requesting Loans and
  Receipts of Loans and Statements

  	
   

  
	
   

  	
   

  
	
  SECTION 4. 
  CONDITIONS PRECEDENT TO LOANS AND OTHER FINANCIAL ACCOMMODATIONS

  	
   

  
	
  4.1 
  Conditions Precedent to Initial Loans and Letter of Credit
  Accommodations

  	
   

  
	
  4.2 
  Conditions Precedent to All Loans and Letter of Credit Accommodations
  to Buick Recycling.

  	
   

  
	
  4.3 
  Conditions Precedent to All Borrowing Base Loans and Letter of Credit
  Accommodations

  	
   

  



 


(i)

















 


	
  4.4 Conditions Precedent to Supplemental
  Loans and Supplemental Loan LC Accommodations

  	
   

  
	
   

  	
   

  
	
  SECTION 5. 
  COLLATERAL

  	
   

  
	
   

  	
   

  
	
  SECTION 6. 
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
  6.1  Organization and
  Qualification

  	
   

  
	
  6.2 
  Power and Authority

  	
   

  
	
  6.3 
  Name; State of Organization; Chief Executive Office; Collateral
  Locations

  	
   

  
	
  6.4 
  Existing Notes Exchange Offer and Cancellation of Existing Notes

  	
   

  
	
  6.5 
  New Secured Notes

  	
   

  
	
  6.6 
  Capitalization

  	
   

  
	
  6.7 
  Compliance with Other Agreements and Applicable Law

  	
   

  
	
  6.8  Governmental Approval

  	
   

  
	
  6.9 
  Chief Executive Office; Collateral Locations

  	
   

  
	
  6.10 
  Priority of Liens/Title to Properties

  	
   

  
	
  6.11 
  Tax Returns

  	
   

  
	
  6.12 
  Litigation

  	
   

  
	
  6.13  Intellectual Property

  	
   

  
	
  6.14 
  Accounts

  	
   

  
	
  6.15 
  Employee Benefits

  	
   

  
	
  6.16  Environmental Compliance

  	
   

  
	
  6.17 
  Bank Accounts

  	
   

  
	
  6.18 
  Investment Company

  	
   

  
	
  6.19 
  Regulation G; Securities Exchange Act of 1934

  	
   

  
	
  6.20  No Material Adverse
  Change

  	
   

  
	
  6.21  Financial Statements

  	
   

  
	
  6.22 
  Disclosure

  	
   

  
	
  6.23 
  Labor Disputes

  	
   

  
	
  6.24  Restrictions on
  Subsidiaries

  	
   

  
	
  6.25 
  Material Contracts

  	
   

  
	
   

  	
   

  
	
  SECTION 7. 
  ADDITIONAL COVENANTS

  	
   

  
	
  7.1 
  Tradenames

  	
   

  
	
  7.2 
  Subsidiaries

  	
   

  
	
  7.3 
  Indebtedness

  	
   

  
	
  7.4 
  Limitation on Liens

  	
   

  
	
  7.5 
  Loans, Investments, Guarantees, Etc

  	
   

  
	
  7.6  Transactions with
  Affiliates

  	
   

  
	
  7.7  Restricted Payments

  	
   

  



 


(ii)

















 


	
  7.8 
  Changes in Business.

  	
   

  
	
  7.9  Maintenance of Existence

  	
   

  
	
  7.10  Consolidated Net Worth

  	
   

  
	
  7.11 
  Sale of Assets, Consolidation, Merger, Dissolution, Etc

  	
   

  
	
  7.12  Compliance with Laws,
  Regulations, Etc.

  	
   

  
	
  7.13 
  Payment of Taxes and Claims

  	
   

  
	
  7.14  Properties in Good
  Condition

  	
   

  
	
  7.15 
  Insurance

  	
   

  
	
  7.16  Compliance with ERISA

  	
   

  
	
  7.17  Additional Bank Accounts

  	
   

  
	
  7.18 
  Notice of Default

  	
   

  
	
  7.19 
  Financial Statements and Other Information

  	
   

  
	
  7.20 
  Limitation of Voluntary Payments; Preferred Stock; Amendments or
  Modifications of Certain Agreements; etc.

  
	
  7.21  Limitation on
  Restrictions Affecting Subsidiaries

  	
   

  
	
  7.22  Capital Expenditures

  	
   

  
	
  7.23 
  EBITDA

  	
   

  
	
  7.24  Fixed Charge Coverage
  Ratio

  	
   

  
	
  7.25 
  Further Assurances

  	
   

  
	
   

  	
   

  
	
  SECTION 8.  EVENTS OF DEFAULT
  AND REMEDIES

  	
   

  
	
  8.1 
  Events of Default

  	
   

  
	
  8.2 
  Remedies

  	
   

  
	
   

  	
   

  
	
  SECTION 9.  COLLECTION AND
  ADMINISTRATION

  	
   

  
	
  9.1 
  Collections; Management of Collateral

  	
   

  
	
  9.2 
  Payments

  	
   

  
	
  9.3 
  Sharing of Payments, Etc.

  	
   

  
	
  9.4  Borrowers’ Loan Account

  	
   

  
	
  9.5 
  Statements

  	
   

  
	
  9.6  Right of Inspection;
  Access

  	
   

  
	
  9.7  Accounts Documentation

  	
   

  
	
  9.8 
  Specific Powers

  	
   

  
	
   

  	
   

  
	
  SECTION 10.  EFFECTIVE DATE; TERMINATION; COSTS

  	
   

  
	
  10.1  Term

  	
   

  
	
  10.2  Expenses and Additional
  Fees

  	
   

  
	
  10.3  Survival of Agreement

  	
   

  
	
  10.4  No Waiver; Cumulative
  Remedies

  	
   

  
	
  10.5 
  Notices

  	
   

  
	
  10.6 
  Entire Agreement

  	
   

  



 


(iii)

















 


	
  10.7 
  Confidentiality

  	
   

  
	
  10.8 
  Partial Invalidity

  	
   

  
	
  10.9 
  Headings

  	
   

  
	
  10.10 
  Participant’s Security Interests

  	
   

  
	
  10.11 
  Counterparts

  	
   

  
	
  10.12  Waiver of Existing
  Defaults

  	
   

  
	
   

  	
   

  
	
  SECTION 11.  JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW

  	
   

  
	
  11.1 
  Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver

  	
   

  
	
  11.2 
  Waiver of Notices

  	
   

  
	
  11.3  Amendments and Waivers

  	
   

  
	
  11.4  Waiver of Counterclaims

  	
   

  
	
  11.5 
  Indemnification

  	
   

  
	
  11.6  Assignments;
  Participations.

  	
   

  
	
  11.7  Successors and Assigns

  	
   

  
	
   

  	
   

  
	
  SECTION 12.  THE AGENT

  	
   

  
	
  12.1 
  Appointment.

  	
   

  
	
  12.2 
  Nature of Duties

  	
   

  
	
  12.3  Delegation of Duties

  	
   

  
	
  12.4 
  Rights, Exculpation, Etc.

  	
   

  
	
  12.5 
  Reliance.

  	
   

  
	
  12.6  Notice of Event of
  Default

  	
   

  
	
  12.7 
  Credit Decision

  	
   

  
	
  12.8 
  Indemnification.

  	
   

  
	
  12.9 
  Congress in its Individual Capacity

  	
   

  
	
  12.10 
  Successor Agent.

  	
   

  
	
  12.11 
  Withholding Tax

  	
   

  
	
  12.12 
  Collateral Matters.

  	
   

  
	
  12.13  Agency for Perfection

  	
   

  
	
  12.14 
  Additional Loans

  	
   

  
	
  12.15 
  Concerning the Collateral and the Related Financing Agreements

  	
   

  
	
  12.16 
  Field Audit and Examination Reports; Disclaimer by Lenders

  	
   

  
	
  12.17 
  Failure to Act

  	
   

  



 


(iv)

















 


EXHIBITS AND SCHEDULES


 


	
  Exhibit A

  	
  Form of Assignment and Acceptance

  
	
  Exhibit B

  	
  Form of Borrowing Base Certificate

  
	
  Schedule 1.12

  	
  List of Banco de Credito Agreements

  
	
  Schedule 1.22

  	
  List of Buick Asset Transfer Agreements

  
	
  Schedule 1.50

  	
  Concentration Criteria for Specific Account Debtors

  
	
  Schedule 1.61

  	
  Existing Letters of Credit

  
	
  Schedule 1.66

  	
  Existing Secured Note Collateral

  
	
  Schedule 1.134

  	
  Prior Banco de Credito Agreements

  
	
  Schedule 1.167

  	
  U.S. Services Agreements

  
	
  Schedule 5.3(e)

  	
  Commodity Accounts

  
	
  Schedule 5.3(f)

  	
  Letters of Credit and Banker’s Acceptances

  
	
  Schedule 5.3(g)

  	
  Commercial Tort Claim

  
	
  Schedule 6.1(a)

  	
  Jurisdictions of Qualification

  
	
  Schedule 6.1(b)

  	
  Subsidiaries

  
	
  Schedule 6.3

  	
  Legal Names

  
	
  Schedule 6.1(b)

  	
  Subsidiaries

  
	
  Schedule 6.7

  	
  Permits and Pending Permits

  
	
  Schedule 6.9

  	
  Chief Executive Office and Locations of Collateral

  
	
  Schedule 6.10

  	
  Existing Liens

  
	
  Schedule 6.11

  	
  Tax Returns

  
	
  Schedule 6.12

  	
  Pending Litigation

  
	
  Schedule 6.15

  	
  Pension Plans

  
	
  Schedule 6.16

  	
  Environmental Matters

  
	
  Schedule 6.17

  	
  Bank Accounts

  
	
  Schedule 6.23

  	
  Collective Bargaining Agreements

  
	
  Schedule 6.25

  	
  Material Contracts

  
	
  Schedule 7.3

  	
  Existing Indebtedness

  
	
  Schedule 7.5

  	
  Existing Loans, Advances and Guarantees

  
	
  Schedule 7.6(c)

  	
  Assets of Buick Recycling Division

  



 


(v)

















 


AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT


 


AGREEMENT dated October 29, 2002 is entered
into by and among The Doe Run Resources Corporation, a New York corporation
(“Doe Run”), The Buick Resource Recycling Facility LLC, a Delaware limited
liability company (“Buick Recycling”), Fabricated Products, Inc., a Delaware corporation
(“Fabricated Products”, and together with the Doe Run and Buick Recycling, each
individually a “Borrower” and collectively, “Borrowers”), DR Land Holdings,
LLC, a Delaware limited liability company (“Guarantor”), the financial
institutions from time to time parties hereto as Lenders, whether by execution
of the Agreement or an Assignment and Acceptance (individually, each a “Lender”
and collectively, the “Lenders”), Congress Financial Corporation, a Delaware
corporation, in its capacity as administrative agent and collateral agent for
the Lenders (in such capacity, the “Agent”) and The CIT Group/Business Credit,
Inc., a New York corporation, in its capacity as co-agent for the Lenders (in
such capacity, the “Co-Agent”).


 


W  I  T N E
S S E T H:


 


WHEREAS, Congress, Borrowers and Guarantor
have heretofore entered into certain financing arrangements as set forth in the
Existing Loan Agreement (as hereinafter defined) pursuant to which Congress has
made loans and advances and provided other financial accommodations to Doe Run
and Fabricated Products;


 


WHEREAS, Borrowers and Guarantor have
requested that Congress, the other Lenders and Agent extend, modify and restate
the existing financing arrangements with Doe Run and Fabricated Products;


 


WHEREAS, Agent and Lenders (including
Congress) are willing to extend, modify and restate the existing financing
arrangements, subject to the terms and conditions contained herein and in the
other Financing Agreements (as defined below);


 


WHEREAS, each Lender is willing to agree
(severally and not jointly) to make such loans and provide such financial
accommodations to Borrowers on a pro  rata basis according to its
Commitment (as defined below) on the terms and conditions set forth herein and
Agent is willing to act as Agent for Lenders on the terms and conditions set
forth herein and the other Financing Agreements;


 


NOW, THEREFORE, in consideration of the
mutual conditions and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:


 

















 


SECTION
1.  DEFINITIONS


 


For purposes of this Agreement and the other
Financing Agreements, the following terms shall have the respective meanings
given to them below:


 


1.1  “Account
Debtor” shall mean each debtor or obligor in any way obligated on or in
connection with any Account.


 


1.2  “Accounts”
shall mean, as to each Borrower, all present and future rights of such Borrower
to payment of a monetary obligation whether or not earned by performance, which
is not evidenced by chattel paper or an instrument, (a) for the sale of
Inventory (or other goods to the extent the sale, lease or other disposition of
such goods gives rise to rights to payment which are included as accounts receivable
in any report or other information received by Agent) that has been or is to be
sold, leased, licensed, assigned, or otherwise disposed of, (b) for services
rendered or to be rendered, and (c) for a secondary obligation incurred or to
be incurred.


 


1.3  “Administrative
Borrower” shall mean The Doe Run Resources Corporation, a New York
corporation in its capacity as Administrative Borrower on behalf of itself and
the other Borrowers pursuant to Section 3.16 hereof and it successors and
assigns in such capacity.


 


1.4  “Affiliate”
shall mean, with respect to a specified Person, a partnership, corporation or
any other person which directly or indirectly, through one or more
intermediaries, controls or is controlled by or is under common control with
such Person, and without limiting the generality of the foregoing, includes (a)
any Person which beneficially owns or holds five (5%) percent or more of any
class of voting securities of such Person or other equity interests in such
Person, (b) any Person of which such Person beneficially owns or holds five
(5%) percent or more of any class of voting securities or in which such Person
beneficially owns or holds five (5%) percent or more of the equity interests
and (c) any director, officer or employee of such Person.  For the purposes of this definition, the
term “control” (including with correlative meanings, the terms “controlled by”
and “under common control with”), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities or by contract or otherwise.  The term “Affiliates” shall not include any
New Secured Noteholders who hold any New Warrants or own Capital Stock of Doe
Run as a result of the exercise of the New Warrants.


 


1.5  “Agent”
shall mean Congress Financial Corporation in its capacity as Agent on behalf of
Lenders pursuant to the terms hereof and any replacement or successor Agent
hereunder.


 


1.6  “Agent
Advances” shall have the meaning set forth in Section 12.12 hereof.


 


2

















 


1.7  “Amended
Certificate of Incorporation” shall mean the Amended and Restated
Certificate of Incorporation of Doe Run filed with the Secretary of State of
New York on the date hereof.


 


1.8  “ASARCO
Purchase Agreements” shall mean, individually and collectively, the Asset
Purchase and Sale Agreement, dated July 20, 1998, by and between ASARCO
Incorporated and Doe Run, together with bills of sale, quitclaim deeds,
assignment and assumption agreements and such other instruments of transfer as
are referred to therein and all side letters with respect thereto, and all
agreements, documents and instruments executed and/or delivered in connection
therewith, as all of the foregoing now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced.


 


1.9  “ASARCO
Purchased Assets” shall mean all of the assets and properties acquired by
Doe Run from ASARCO Incorporated pursuant to the ASARCO Purchase Agreements.


 


1.10 
“Assignment and Acceptance” shall mean an Assignment and
Acceptance substantially in the form of Exhibit A attached hereto (with blanks
appropriately completed) delivered to Agent in connection with an assignment of
a Lender’s interest hereunder in accordance with the provisions of Section 11.6
hereof.


 


1.11 
“Banco de Credito” shall mean Banco de Credito del Peru, a
corporation organized under the laws of Peru, and its successors and assigns.


 


1.12 
“Banco de Credito Agreements” shall mean individually and
collectively, the agreements, documents and instruments listed on Schedule 1.12
hereto which were entered into on September 17, 2002 and became effective on
September 25, 2002, as the same now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced.


 


1.13 
“Blocked Accounts” shall have the meaning set forth in Section
9.1 hereof.


 


1.14 
“Board” shall mean the Board of Governors of the Federal Reserve
System or any successor thereto.


 


1.15 
“Borrowers” shall mean, collectively, (a) The Doe Run
Resources Corporation, a New York corporation, formerly known as St. Joe
Minerals Corporation and as successor by operation of law to The Doe Run Company,
formerly a Missouri general partnership, and its successors and assigns, (b)
The Buick Resource Recycling Facility LLC, a Delaware limited liability
company, and its successors and assigns, and (c) Fabricated Products,
Inc., a Delaware corporation, and its successors and assigns; being sometimes
individually referred to herein as a “Borrower”.


 


1.16 
“Borrowing Base” shall mean at any time and from time to time the
amount, as to each Borrower, determined by Agent calculated as follows:


 


3

















 


(a) 
as to Doe Run and Fabricated Products, the sum of:


 


(i) 
up to eighty-five (85%) percent of the Net Amount of Eligible Accounts
of Doe Run and Fabricated Products, plus


 


(ii) 
up to sixty (60%) percent of the Value of the Eligible Inventory of Doe
Run and Fabricated Products (other than Eligible Stores Inventory), plus


 


(iii) 
up to twenty-five (25%) percent of the Value of the Eligible Stores
Inventory of Doe Run,


 


minus


 


(iv) 
any reserves established by Agent pursuant to Section 3.5 hereof
attributable to Doe Run and Fabricated Products; and


 


(b) 
as to Buick Recycling, the sum of:


 


(i) 
up to eighty-five (85%) percent of the Net Amount of Eligible Accounts
of Buick Recycling, plus


 


(ii) 
up to sixty (60%) percent of the Value of the Eligible Inventory of
Buick Recycling (other than Eligible Stores Inventory), plus


 


(iii) 
up to twenty-five (25%) percent of the Value of the Eligible Stores
Inventory of Buick Recycling,


 


minus


 


(iv) 
any reserves established by Agent pursuant to Section 3.5 hereof
attributable to Buick Recycling.


 


1.17 
“Borrowing Base Certificate” shall mean a certificate
substantially in the form of Exhibit B hereto, as such form may from time to
time be modified by Agent, which is duly completed (including all schedules
thereto) and executed by the chief financial officer or other appropriate
financial officer of Administrative Borrower acceptable to Agent and delivered
to Agent.


 


1.18  “Borrowing
Base Credit Facility” shall mean the Borrowing Base Loans and Borrowing
Base LC Accommodations provided hereunder and under the other Financing
Agreements.


 


1.19 
“Borrowing Base LC Accommodations” shall mean with respect to the
Borrowing Base Credit Facility, the letters of credit or other guaranties which
are from time to time either (a) issued or


 


4

















 


opened by Agent or any Lender for the account of a Borrower or any
Obligor or (b) with respect to which Agent or any Lender has agreed to
indemnify the issuer or guaranteed to the issuer the performance by a Borrower
of its obligations to such issuer (including, without limitation, the Existing
Letters of Credit).


 


1.20 “Borrowing Base Loan Limit” shall
mean as to each Borrower the lesser of: (a) the Borrowing Base of such Borrower
(subject to the limitations set forth in Section 3.1(b) hereof) or (b) the
Maximum Credit minus the sum of (i) the aggregate amount of all
Supplemental Loans outstanding plus (ii) the aggregate amount of all Borrowing
Base Loans outstanding to the other Borrowers plus (iii) the amount of all then
outstanding Letter of Credit Accommodations.


 


1.21 “Borrowing Base Loans” shall
mean, the loans made to or for the benefit of Borrowers by Lenders or, at
Agent’s option, by Agent for the ratable account of Lenders, on a revolving
basis pursuant to the terms hereof (involving advances, repayments and
readvances) as set forth in Section 3.1 hereof.


 


1.22 
“Buick Asset Transfer Agreements” shall mean individually and
collectively, the agreements, documents and instruments listed on Schedule 1.22
hereto, as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.


 


1.23 
“Buick Facility” shall mean the recycling facility located at HC
1, Box 1395, Boss, Missouri 65440 which is currently owned by and operated by
the Buick Recycling division of Doe Run which shall be transferred by Doe Run
to Buick Recycling pursuant to the terms of the Buick Asset Transfer
Agreements.


 


1.24 
“Buick Recycling” shall mean The Buick Resource Recycling
Facility LLC, a Delaware limited liability company and its successors and
assigns.


 


1.25 
“Business Day” shall mean any day other than a Saturday, Sunday,
or legal holidays on which commercial banks in New York, New York are
authorized or required to close, and any day on which the Lenders and Agent is
open for the transaction of business.


 


1.26 
“By-Products” shall mean by-products resulting from the mining,
smelting, and processing of lead ore and recycling of lead in each case
consisting, of copper, zinc, nickel, sulfuric acid, silver, sodium sulfate and
other minerals and chemicals resulting from such mining, smelting, processing
and recycling.


 


1.27 
“Capital Expenditures” shall mean for any period, without duplication,
all expenditures by Borrowers for, or contracts for expenditures (other than
contracts for such expenditures where payments for such expenditures are to be
made in any subsequent period) for, any fixed or capital assets or
improvements, or for replacements, substitutions or additions thereto
(excluding repairs and 


 


5

















 


maintenance in the ordinary course of business), which have a useful
life of more than one (1) year, including, but not limited to, the direct or
indirect acquisition of such assets by way of offset items or otherwise and
Capitalized Lease Obligations incurred in respect of such fixed or capital
assets during such period.


 


1.28 
“Capitalized Lease Obligations” shall mean any obligation to pay
rent or other amounts under a lease of (or other agreement conveying the right
to use) any property (whether real, personal or mixed) that is required to be
classified and accounted for as a capital lease obligation under GAAP, and, for
the purposes of this Agreement, the amount of such obligation at any date shall
be the capitalized amount thereof at such date, determined in accordance with
GAAP.


 


1.29 
“Capital Stock” shall mean, with respect to any Person, any and
all shares, interests, participations or other equivalents (however designated)
of such Person’s capital stock at any time outstanding, 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).


 


1.30 
“Cash Equivalents” shall mean, at any time, (a) any evidence of
indebtedness with a maturity of one (1) year or less issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof; provided, that, the full faith and
credit of the United States of America is pledged in support thereof, except
in the case of any such evidence of indebtedness issued by the Student Loan
Marketing Association, the Federal National Mortgage Association, a Federal
Farm Credit Bank or a Federal Home Loan Bank so long as any such evidence of
indebtedness issued by such federal governmental entities is rated at least A-1
by Standard & Poor’s Rating Services, a division of The McGraw Hill
Companies, Inc. (“S&P”) or at least P-1 by Moody’s Investor Service, Inc.;
(b) certificates of deposit or bankers’ acceptances with a maturity of one (1)
year or less of any financial institution that is a member of the Federal
Reserve System having combined capital and surplus and undivided profits of not
less than Two Hundred Fifty Million Dollars ($250,000,000); (c) commercial
paper (including variable rate demand notes) with a maturity of one (1) year or
less issued by a corporation (except an Affiliate of a Borrower) organized
under the laws of any State of the United States of America or the District of
Columbia and rated at least A-1 by S&P or at least P-1 by Moody’s Investor
Service, Inc.; (d) repurchase obligations with a term of not more than thirty
(30) days for underlying securities of the types described in clause (a) above
entered into with any bank meeting the qualifications specified in clause (b)
above; (e) repurchase agreements and reverse repurchase agreements relating to
marketable direct obligations issued or unconditionally guaranteed by the
United States of America, in each case maturing within one (1) year or less
from the date of acquisition; provided, that, the terms of such
agreements comply with the guidelines set forth in the Federal Financial
Agreements of Depository Institutions With Securities Dealers and Others, as
adopted by the Comptroller of the Currency on October 31, 1985; and (f)
investments in money market funds and mutual funds which invest substantially
all of their assets in securities of the types described in clauses (a) through
(e) above.


 


6

















 


1.31 
“Change of Control” shall mean the occurrence of one or more of
the following events:  (a) any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets of Renco Group
or a Borrower to any Person or group of related Persons for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended (a “Group”), together
with any Affiliates thereof; (b) the approval by the holders of Capital
Stock of Renco Group or a Borrower, as the case may be, of any plan or proposal
for the liquidation or dissolution of Renco Group or such Borrower, as the case
may be; (c) Renco Group or DRA ceases to own one hundred (100%) percent of
the Capital Stock of Doe Run (other than the New Warrants and those shares of
Capital Stock of Doe Run which may be issued to New Secured Noteholders upon
the exercise of such New Warrants and which shall not exceed forty (40%)
percent of all of the issued Capital Stock of Doe Run); (d) Renco Group
ceases to own one hundred (100%) percent of the outstanding Capital Stock of
DRA; (e) the Permitted Holders cease to own ninety (90%) of the
outstanding Capital Stock of Renco Group, and (f)  Doe Run ceases to own a majority of the voting power of the total
outstanding Capital Stock of Buick Recycling.


 


1.32 
“Code” shall mean the Internal Revenue Code of 1986, as the same
now exists or may from time to time hereafter be amended, modified, recodified
or supplemented, together with all rules, regulations and interpretations
thereunder or related thereto.


 


1.33 
“Collateral” shall have the meaning set forth in Section 5
hereof.


 


1.34 
“Collateral Access Agreement” shall mean an agreement in writing,
in form and substance satisfactory to Agent, from any lessor of premises to a
Borrower, or any other person to whom any Inventory is consigned or who has
custody, control or possession of any Inventory or is otherwise the owner or
operator of any premises on which any Inventory is located pursuant to which
such lessor, consignee or other person, inter  alia, acknowledges
the first priority security interest of Agent (for itself and the ratable
benefit of Lenders)  in such
Inventory, agrees to waive any and all claims such lessor, consignee or other
person may, at any time, have against such Inventory, whether for processing,
storage or otherwise, and agrees to permit Agent access to, and the right to
remain on, the premises of such lessor, consignee or other person so as to
exercise Agent’s rights and remedies and otherwise deal with the Collateral.


 


1.35 
“Commitment” shall mean, at any time, as to each Lender, the
principal amount set forth below such Lender’s signature on the signatures
pages hereto designated as the Commitment or on Schedule 1 to the Assignment
and Acceptance Agreement pursuant to which such Lender became a Lender
hereunder in accordance with the provisions of Section 11.6 hereof, as the same
may be adjusted from time to time in accordance with the terms hereof;
sometimes being collectively referred to herein as “Commitments”.


 


1.36 
“Compass” shall mean Compass Resources NL ABN 51 010 536 820, a
corporation organized under the laws of Australia.


 


7

















 


1.37 
“Congress” shall mean Congress Financial Corporation, a Delaware
corporation, in its individual capacity, and its successors and assigns.


 


1.38 
“Consolidated Net Income” shall mean, with respect to any Person,
the net income (or loss) of such Person and its Subsidiaries, on a consolidated
basis for such period determined in accordance with GAAP (and as to Doe Run,
including for such purpose Doe Run Cayman and its Subsidiaries); provided,
that, (a) the net income of any Person in which such Person or any
Subsidiary of such Person has an ownership interest with a third party (other
than a person that meets the definition of a Wholly-Owned Subsidiary) shall be
included only to the extent of the amount that has actually been received by
such Person or its Wholly-Owned Subsidiaries 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 of such person, the
restrictions set forth in clause (b) below), (b) the net income of any
Subsidiary of such Person that is subject to any restrictions or limitation on
the payment of dividends or the making of other distributions shall be excluded
to the extent of such restriction or limitation, and (c) the net income of any
Person shall not be reduced by any non-cash asset write downs in accordance
with Financial Accounting Standards Board Statement No. 121 with respect to any
assets which are not Collateral.  For
purposes of this definition, (i) 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 of such Person or is merged into
or consolidated with such Person or any Subsidiary of such Person, (B) any
gain (or loss) (and related tax effects) resulting from an Asset Sale (as
defined below), (C) any extraordinary, unusual or nonrecurring gains or
losses (and related tax effects) in accordance with GAAP, and (D)  any dividend with respect to the Renco
Preferred Stock, (ii) for purposes of Section 7.7(b) hereof, the
amortization of deferred financing costs relating to the Term Loan Debt and the
issuance of the Existing Unsecured Notes and the New Secured Notes shall be
excluded from the definition of Consolidated Net Income, and (iii) the term
“Asset Sale” as used in this definition shall mean any direct or indirect sale,
issuance, conveyance, transfer, lease, assignment or other transfer for value
by a Borrower or any of its Subsidiaries (including, without limitation, any
sale/leaseback) to any person, in one transaction or a series of related
transactions, of (A) any Capital Stock of any Subsidiary, (B) all or
substantially all of the properties and assets of any division or line of
business of a Borrower or its Subsidiaries or (C) any other properties or
assets of a Borrower or its Subsidiaries other than in the ordinary course of
business.


 


1.39 
“Consolidated Net Worth” shall mean, as to any Person at any
time, in accordance with GAAP, consistently applied, on a consolidated basis
for such Person and its Subsidiaries (and, as to Doe Run, including for such
purpose Doe Run Cayman and its Subsidiaries) exclusive of any adjustments made
by such Person in accordance with Financial Accounting Standards Board
Statement Nos. 133 and 138 and any non-cash pension charges to accumulated
other comprehensive income and any non-cash asset write downs in accordance
with Financial Accounting Standards Board Statement No. 121 with respect to any
assets which are not Collateral, the amount equal to (a) the difference
between: (i) the aggregate net book value of all assets of such Person and
its Subsidiaries, calculating the book value of inventory for this purpose on a
first-in-first-out basis, after deducting from such book 


 


8

















 


values all appropriate reserves in accordance with GAAP consistently
applied (including all reserves for doubtful receivables, obsolescence,
depreciation and amortization) and (ii) the total aggregate Indebtedness
and other liabilities of such Person and its Subsidiaries, including accruals
for taxes, workmen’s compensation liability and other proper accruals (other
than contingent liabilities which would not be included in the balance sheet
under GAAP) of such Person and its Subsidiaries and excluding any liabilities
arising from the Renco Preferred Stock.


 


1.40 
“Credit Facility” shall mean, collectively, the secured Loans and
Letter of Credit Accommodations provided for hereunder and under the other
Financing Agreements.


 


1.41 
“Deposit Account Control Agreement” shall mean an agreement in
writing, in form and substance satisfactory to Agent, by and among Agent, a
Borrower or Guarantor with a deposit account at any bank and the bank at which
such deposit account is at any time maintained which provides that such bank
will comply with instructions originated by Agent directing disposition of the
funds in the deposit account without further consent by such Borrower or
Guarantor and such other terms and conditions as Agent may require, including
as to any such agreement with respect to any Blocked Account, providing that
all items received or deposited in the Blocked Accounts are the property of
Agent, that the bank has no lien upon, or right to setoff against, the Blocked
Accounts, the items received for deposit therein, or the funds from time to
time on deposit therein and that the bank will wire, or otherwise transfer, in
immediately available funds, on a daily basis to the Payment Account all funds
received or deposited into the Blocked Accounts.


 


1.42 
“Doe Run” shall mean The Doe Run Resources Corporation, a New
York corporation, and its successors and assigns.


 


1.43 
“Doe Run Cayman” shall mean Doe Run Cayman, Ltd., a company
incorporated under the laws of the Cayman Islands, and its successors and
assigns.


 


1.44 
“Doe Run Development” shall mean Doe Run Development S.A.C., a
Peruvian corporation, and its successors and assigns.


 


1.45 
“Doe Run Peru” shall mean Doe Run Peru S.R.L., a Peruvian
company, and its successors and assigns.


 


1.46 
“Doe Run Peru Intercompany Note” shall mean the Subordinated
Promissory Note, dated as of September 12, 2002 , issued by Doe Run Peru in favor
of Doe Run in the original principal amount of $139,062,500.


 


1.47 
“DRA” shall mean DR Acquisition Corp., a Missouri corporation,
and its successors and assigns.


 


9

















 


1.48 
“DR Land” shall mean DR Land Holdings, LLC, a Delaware limited
liability company and its successors and assigns.


 


1.49 
“EBITDA” shall mean, as to any Person, with respect to any
period, an amount equal to (a) the Consolidated Net Income (and as to Doe Run,
excluding for such purpose the Consolidated Net Income of Doe Run Cayman and
its Subsidiaries and any intercompany fee income from Doe Run Cayman and its
Subsidiaries) of such Person and its Subsidiaries for such period determined in
accordance with GAAP, plus, (b) depreciation, amortization and other
non-cash charges for such period (to the extent deducted in the computation of
Consolidated Net Income (and as to Doe Run, excluding for such purpose Doe Run
Cayman and its Subsidiaries) of such Person), all in accordance with GAAP, plus,
(c) Net Interest Expense (and as to Doe Run, excluding for such purpose Doe Run
Cayman and its Subsidiaries) of such Person and its Subsidiaries for such
period (to the extent deducted in the computation of Consolidated Net Income of
such Person), plus, (d) charges for Federal, State, local and foreign
income taxes for such period (to the extent deducted in the computation of
Consolidated Net Income of such Person), plus (e) the amount (to the
extent not included in the computation of Consolidated Net Income of Doe Run
made in accordance with clause (a) of this definition) equal to: (i) all
payments from Doe Run Cayman and its Subsidiaries received by Borrowers in cash
or other immediately available funds during such period minus (ii) all
payments made by Borrower to or for the benefit of Doe Run Cayman and its
Subsidiaries during such period, excluding from (i) and (ii) of this clause
(e), any payments for the purchase or sale of goods and services in the
ordinary course of business to the extent permitted under Section 7.6(a)
hereof, and plus or minus (as may be applicable to negate the
effect, if any, of the adjustments referred to in the following clause (f) on
Consolidated Net Income) (f) the amount of any adjustments made by such Person
in accordance with Financial Accounting Standards Board Statement Nos. 133 and
138.


 


1.50 
“Eligible Accounts” shall mean Accounts created by a Borrower
arising out of the sale of goods or rendition of services by such Borrower in
the ordinary course of business, which are and at all times shall continue to
be acceptable to Agent in all respects. 
Standards of eligibility may be fixed and revised from time to time
solely by Agent in its exclusive judgment. 
In determining eligibility, Agent may, but need not, rely on agings,
reports and schedules of Accounts furnished to Agent by such Borrower, but
reliance by Agent thereon from time to time shall not be deemed to limit
Agent’s right to revise standards of eligibility at any time as to both present
and future Accounts.  In general, an
Account shall not be deemed eligible if:


 


(a) 
such Borrower does not have sole lawful and absolute title to such
Account; or


 


(b) 
it arises out of a sale made by such Borrower to an Affiliate or to an
officer, director or employee of such Borrower, or the Account Debtor includes
any such Person; or


 


(c) 
such Accounts of a single Account Debtor or its Affiliates constitute
more than ten (10%) percent of all otherwise Eligible Accounts, except as to
Accounts of the Account Debtors listed 


 


10

















 


on Schedule 1.50 hereto, in which case if Accounts of such Account
Debtors constitute more than the percentage with respect thereto set forth on
Schedule 1.50 hereto (but the portion of the Accounts not in excess of the
applicable percentage may be deemed Eligible Accounts); or


 


(d) 
such Accounts are unpaid within sixty (60) days after the original due
date for them, but in any event if such Accounts are unpaid more than ninety
(90) days after the date of the original invoice; or


 


(e) 
it is from an Account Debtor or one of its Affiliates that has an
Account excluded under clause (d) above and fifty (50%) percent or more of all
Accounts from such Account Debtor and such of its Affiliates are ineligible
under clause (d) or otherwise; or


 


(f) 
the payment terms with respect to such Account are greater than sixty
(60) days from the date of the original invoice; or


 


(g) 
the Account Debtor for the Account is a creditor of such Borrower or any
Obligor, has or has asserted a right of setoff, has disputed its liability or
has made any claim with respect to the Account or any other Account which has
not been resolved, to the extent of the amount owed by such Borrower or such
Obligor to the Account Debtor, the amount of such actual or asserted right of
setoff (whichever is greater), or the amount of such dispute or claim, as the
case may be; or


 


(h)   the Account Debtor is (or its assets are) the subject of a
proceeding under the U.S. Bankruptcy Code or any similar law or statute of any
other Governmental Authority or an assignment for the benefit of creditors, or
its business has failed or it has suspended its business operations, or has had
appointed a receiver or trustee for it or a substantial portion of its assets or
has generally failed or admitted its inability to pay its debts as they become
due; or


 


(i)   the Account is not payable in U.S. Dollars or the Account Debtor
for the Account is either not incorporated under the laws of a jurisdiction of
the United States of America or any State thereof or Canada or any Province
thereof, or is located outside or has its principal place of business or
substantially all of its assets outside the continental United States or
Canada, except to the extent the Account is supported by an irrevocable letter
of credit that shall be (i) satisfactory to Agent (as to form, substance
and issuer), (ii) such Borrower has complied with the terms of Section
5.3(f) hereof with respect to the assignment of the proceeds of such letter of
credit to Agent or naming Agent as transferee beneficiary thereunder, as Agent
may specify, and (iii) in the possession of Agent, provided, that,
if the Account Debtor is incorporated in Canada or any Province thereof, or is
located or has its principal place of business or substantially all of its
assets in Canada, such Accounts may only be Eligible Accounts if such Borrower
shall have executed and delivered, or caused to be executed and delivered, such
agreements, documents and instruments as may be required by Agent to perfect
the security interests of Agent in the Accounts owing by such Account Debtor in
accordance with the applicable laws of Canada or any Province thereof (as
determined by Agent) and taken or caused to 


 


11

















 


be taken such other further actions as Agent may request to enable
Agent as secured party with respect thereto to collect such Accounts under the
applicable laws of Canada and any Province thereof; or


 


(j)   the sale to the Account Debtor is on a bill-and-hold guaranteed
sale (except as otherwise provided below), sale-and-return, ship-and-return,
sale on approval or consignment or other similar basis or made pursuant to any
other written agreement providing for repurchase or return of any merchandise
which has been claimed to be defective or otherwise unsatisfactory; or


 


(k)   the Account Debtor is any Governmental Authority; or


 


(l)   the goods giving rise to such Account have not been shipped and
delivered to the Account Debtor, or the Account otherwise does not represent a
final sale (subject only to the Account Debtor’s right to reject non-conforming
goods) except that if the goods giving rise to such Account have not been
shipped and delivered to the Account Debtor, if Agent shall have received a
written agreement, in form and substance satisfactory to Agent, evidencing the
Account Debtor’s unconditional obligation to take and pay for such goods; or


 


(m)   the Account does not comply with all applicable law; or


 


(n)   (i) either the perfection, enforceability or validity of Agent’s
security interest or Agent’s right or ability to receive direct payments as to
such Account is governed by any statutory requirement of any Governmental
Authority other than those of the Uniform Commercial Code, (ii  the
Account Debtor has not waived counterclaims or setoffs as to such Account, (iii) it
is not subject to a valid and perfected first priority security interest, lien
or other encumbrance in favor of Agent, subject to no security interest, liens
or other encumbrances other than the security interests, liens or other
encumbrances (if any) permitted hereunder or (iv) it does not otherwise
conform to the representations and warranties contained herein or in the other
Financing Agreements; or


 


(o)   as to all or any part of such Account, a check, promissory note,
draft, trade acceptance or other instrument for the payment of money has been
received, presented for payment and returned uncollected for any reason; or


 


(p)   the Account is not payable directly to a lockbox that is subject
to a blocked account arrangement as provided in Section 9.1 hereof; or


 


(q)   Agent in the exercise of its good faith judgment determines it to
be ineligible.


 


Any Accounts which Agent determines to be ineligible or unacceptable
for purposes of the Borrowing Base at any time shall nevertheless be and remain
at all times part of the Collateral.


 


12

















 


1.51 
“Eligible Inventory” shall mean Inventory consisting of finished
goods held for sale in the ordinary course of the business of a Borrower and in
the case of Doe Run and Buick Recycling, raw materials and, work-in-process for
such finished goods, in each case to the extent acceptable to Agent in all
respects.  Standards of eligibility may
be fixed and revised from time to time solely by Agent in its exclusive
judgment.  In determining eligibility
Agent may, but need not, rely on reports and schedules of such Inventory
furnished to Agent by such Borrower, but reliance thereon by Agent from time to
time shall not be deemed to limit Agent’s right to revise standards of
eligibility at any time.  In general,
except in Agent’s discretion, Inventory shall not be deemed Eligible Inventory
if:


 


(a)   it is not owned solely by such Borrower or such Borrower does not
have sole and good, valid and marketable title thereto; or


 


(b)   it is not either (i) located in the continental United
States or (ii) loaded, freight charges and insurance premiums paid, upon a
vessel bound for a port in the continental United States; provided, that,
with respect to Inventory referred to in clause (ii): (A) Agent has a first
priority perfected security interest in and control and possession of all
originals of documents of title with respect to such Inventory and (B) Agent
has received (1) a copy of the certificate of marine cargo insurance in
connection therewith in which it has been named as an additional insured and
loss payee in a manner acceptable to Agent and (2) a copy of the invoice and
manifest with respect thereto; or


 


(c)   it is not located at premises owned by a Borrower and operated by
a Borrower or it is on consignment to a third party; provided, that,
any Inventory which would otherwise be deemed Eligible Inventory at locations
which are not owned and operated by such Borrower may nevertheless be
considered Eligible Inventory: (i) if Agent shall have received a Collateral
Access Agreement from the holder of such Inventory or the owner and/or operator
of such location, as the case may be, and (ii) in addition to the agreement
described above, if the Inventory is delivered to the holder, owner and/or
operator on consignment and if required by Agent: (A) the holder, owner and/or
operator executes appropriate UCC-1 financing statements in favor of such Borrower,
which are duly assigned to Agent and (B) any lender to the holder, owner and/or
operator with any interest in Inventory is properly notified of the first
priority security interest in and lien on such Inventory of Agent; or


 


(d)   it is packing or shipping materials or maintenance supplies; or


 


(e)   it is not subject to a valid and perfected first priority
security interest and Agent, except, with respect to Inventory stored at sites
described in clause (c) above, for liens for unpaid rent or normal and
customary warehousing charges, in each case, not yet due; or


 


(f)   it is goods returned or rejected by such Borrower’s customers or
goods in transit to third parties (other than to warehouse sites covered by a
Collateral Access Agreement); or


 


13

















 


(g)   it (i) is prepaid or (ii) is excess (as so reserved by
such Borrower from time to time or as otherwise determined by Agent) or (iii) is
seconds or thirds or (iv) is obsolete, defective, damaged, slow moving or
unmerchantable, or (v) is freight/drayage reserves, or (vi) is
samples or Inventory on hand which is used for promotional and other sales
activities, or (vii  does not otherwise conform to the representations and
warranties contained in the credit documents; or


 


(h)   it is used or repossessed, or is attached, seized, made subject
to a writ or distress warrant, levied upon or brought within the possession of
any receiver, trustee, custodian or assignee for the benefit of creditors; or


 


(i)   it is goods acquired by such Borrower in or as part of a “bulk”
transfer or sale of assets and such acquisition is not consummated in the
ordinary course of business unless such Borrower has complied with all
applicable bulk sales or bulk transfer laws in connection with such
acquisition; or


 


(j)   it is unmined ore or otherwise constitutes real property; or


 


(k)   it is work-in-process of Fabricated Products; or


 


(l)  it is Stores Inventory of Fabricated Products; or


 


(m)  it is Stores Inventory of Doe Run which is or shall be transferred
to Buick Recycling pursuant to the Buick Asset Transfer Agreements or is
located at the Buick Facility on or after the date hereof; or


 


(n)   Agent in the exercise of its good faith judgment determines it to
be ineligible.


 


Any Inventory which Agent determines to be ineligible or unacceptable
for purposes of the Borrowing Base at any time shall nevertheless be and remain
at all times part of the Collateral.


 


1.52 
“Eligible Stores Inventory” shall mean Stores Inventory of Doe
Run or Buick Recycling which is Eligible Inventory.


 


1.53 
“Environmental Laws” shall mean all Federal, State and local
laws, rules, regulations, ordinances, and consent decrees relating to health,
safety, hazardous substances, pollution and environmental matters, as now or at
any time hereafter in effect, applicable to the business and facilities of each
Borrower and its Subsidiaries (whether or not owned by it or any of them),
including laws relating to emissions, discharges, releases or threatened
releases of pollutants, contamination, chemicals, or hazardous, toxic or
dangerous 


 


14

















 


substances, materials or wastes into the environment (including,
without limitation, ambient air, surface water, ground water, land surface or
subsurface strata) or otherwise relating to the generation, manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, chemicals, or hazardous, toxic or
dangerous substances, materials or wastes or relating to or imposing liability
or standards of conduct concerning mining or reclamation of mined land.  Such laws and regulations include, but are
not limited to, the Resource Conservation and Recovery Act of 1976, as amended;
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended; the Superfund Amendments and Reauthorization Act; the Water
Pollution Control Act of 1972; the Solid Waste Disposal Act; the Insecticide,
Fungicide and Rodenticide Act; the Mine Safety and Health Act of 1977; the
Surface Mining Control and Reclamation Act of 1977; the Safe Drinking Water Act
of 1974; the Toxic Substances Control Act, as amended; the Clean Water Act, as
amended; the Clean Air Act, as amended; the Hazardous Materials Transportation
Act, as amended; U.S. Department of Transportation and Environmental Protection
Agency regulations; and applicable state counterparts to any of such laws and
any common law or equitable doctrine that may impose liability or obligations
for injuries or damages due to, or threatened as a result of, the presence of
or exposure to any Hazardous Materials.


 


1.54 
“Equipment” shall mean, as to each Borrower all of such
Borrower’s now owned and hereafter acquired equipment and fixtures, of every
kind and description, wherever located, including, without limitation, any and
all machinery used in connection with the manufacture, sale, exchange or lease
of goods or rendition of services, machinery, tooling, tools, telephone
equipment, computers, computer hardware, data processing and related computer
equipment and accessories (whether owned or leased and including embedded
software and records), vehicles, dies, jigs, furniture, trade fixtures and
fixtures, all attachments, components, parts, accessions and property now or
hereafter affixed thereto, installed thereon or used in connection therewith,
and all additions to and substitutions and replacements thereof and all
existing and future leasehold interests in equipment and fixtures, wherever
located, whether now owned or hereafter acquired and all licenses and other
rights of such Borrower relating thereto, whether in the possession and control
of such Borrower or in the possession and control of a third person for the
account of such Borrower and all claims to the proceeds of insurance thereon
and all maintenance and warranty records relating thereto.


 


1.55 
“ERISA” shall mean the United States Employee Retirement Income
Security Act of 1974, as the same now exists or may hereafter from time to time
be amended, modified, recodified or supplemented, together with all rules,
regulations and interpretations thereunder or related thereto.


 


1.56 
“Event of Default” shall have the meaning set forth in
Section 8.1 hereof.


 


1.57 
“Excess Availability” shall mean, the amount, as determined by
Agent, calculated at any time, equal to:


 


(a) 
in the case of Doe Run and Fabricated Products, (i) the lesser of:
(A) the combined Borrowing Base of Doe Run and Fabricated Products
(subject to the limitations set forth in Section 3.1(b) hereof) or (B) the
Maximum Credit minus (ii) the sum of: (A) the amount of all then
outstanding and unpaid Obligations in respect of Loans made to Doe Run and
Fabricated Products, other than


 


15

















 


outstanding and unpaid Obligations of Doe Run and Fabricated Products
arising from the Supplemental Loans plus (B) the amount of all then
outstanding Borrowing Base LC Accommodations to Doe Run and Fabricated Products
to the extent not included in Obligations in Section 1.57(a)(ii)(A) above), plus
(C) the aggregate amount of  all then outstanding and unpaid trade
payables of Doe Run and Fabricated Products which are outstanding and unpaid
more than sixty (60) days past due as of such time and the book overdraft of
Doe Run and Fabricated Products; or


 


(b) 
in the case of Buick Recycling, (i) the lesser of: (A) the
Borrowing Base of Buick Recycling (subject to the limitations set forth in
Section 3.1(b) hereof) or (B) the Maximum Credit minus (ii) the sum
of: (A) the amount of all then outstanding and unpaid Obligations in respect of
Loans made to Buick Recycling, other than outstanding and unpaid Obligations of
Buick Recycling arising from the Supplemental Loans plus (B) the amount
of all then outstanding Borrowing Base LC Accommodations to Buick Recycling to
the extent not included in Obligations in Section 1.57(b)(ii)(A) above), plus
(C) the aggregate amount of  all then outstanding and unpaid trade
payables of Buick Recycling which are outstanding and unpaid more than sixty
(60) days past due as of such time and the book overdraft of Buick Recycling.


 


1.58 
“Exchange Offer Agreements” shall mean, individually and
collectively, each and all of the following (as the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced): (i) Amended and Restated Exchange Offer, Consent Solicitation and
Solicitation of Acceptances for all outstanding 11.25% Senior Secured Notes due
2005, Series B; 11.25% Senior Notes due 2005, Series B; and Floating Interest
Rate Senior Notes due 2003, Series B, dated September 20, 2002, by Doe Run with
respect to the offer by Doe Run to the holders of the Existing Notes to
exchange the Existing Notes for New Secured Notes, as amended through the date
hereof and (ii) all other agreements, documents and instruments related
thereto.


 


1.59 
“Existing Financing Agreements” shall mean, individually and
collectively, each and all of the following (as the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced): (i) the Existing Loan Agreement, and (ii0 all other agreements,
documents and instruments related thereto and executed prior to the date
hereof.


 


1.60 
“Existing Loan Agreement” shall mean the Loan and Security
Agreement, dated March 12, 1998, by and among Congress, Doe Run and Fabricated
Products, as amended through the date hereof.


 


1.61 
“Existing Letters of Credit” shall mean, collectively, the
letters of credit issued by Wachovia Bank, National Association for the account
of Doe Run or Fabricated Products set forth on Schedule 1.61 hereto.


 


1.62 
“Existing Note Agreements” shall mean collectively, the Existing
Secured Note Agreements and the Existing Unsecured Note Agreements.


 


16

















 


1.63 
“Existing Notes” shall mean, collectively, the Existing Unsecured
Notes and the Existing Secured Notes.


 


1.64 
“Existing Notes Exchange Offer” shall mean the offer by Doe Run
to exchange the Existing Notes for New Notes pursuant to the terms of the
Exchange Offer Agreements.


 


1.65 
“Existing Secured Note Agreements” shall mean, individually and
collectively, each and all of the following (as the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced): (a) the Existing Secured Notes, (b) the Existing Secured Note
Indenture, (c) the Existing Secured Note Security Agreement, (d) the Purchase
Agreement, dated August 26, 1998, between Jefferies & Company, Inc., the
Existing  Secured Note Guarantors and
Doe Run with respect to the purchase from Doe Run of all of the Existing
Secured Notes, and (e) the Existing Secured Note Registration Agreement.


 


1.66 
“Existing Secured Note Collateral” shall mean the ASARCO
Purchased Assets consisting of Real Property, Equipment and the related assets
described on Schedule 1.66 hereto, and all products and proceeds thereof, provided,
that, the term “Existing Secured Note Collateral” shall not include any
of the Accounts or Inventory or any proceeds or products thereof.


 


1.67 
“Existing Secured Note Guarantors” shall mean, collectively,
Fabricated Products, Doe Run Cayman, Doe Run Peru, Doe Run Development and DR
Land.


 


1.68 
“Existing Secured Note Indenture” shall mean the Indenture, dated
as of September 1, 1998, by and among Doe Run, the Existing Secured Note
Guarantors and the Existing  Secured
Note Trustee with respect to the Existing Secured Notes, as the same now exists
or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced.


 


1.69 
“Existing Secured Note Intercreditor Agreement” shall mean the
Intercreditor Agreement, dated as of September 1, 1998, by and among Agent,
Existing Secured Note Trustee and Doe Run, as the same now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced.


 


1.70 
“Existing Secured Note Registration Agreement” shall mean the
Registration Rights Agreement, dated as of September 1, 1998, by and among Doe
Run, the Existing Secured Note Guarantors and the initial purchasers of the
Existing Secured Notes parties thereto, as the same now exists or may hereafter
be amended, modified, supplemented, extended, renewed, restated or replaced.


 


1.71 
“Existing Secured Note Security Agreement” shall mean the
Security Agreement, dated as of September 1, 1998, made by Doe Run in favor of
State Street Bank and Trust Company, as collateral agent, as the same now
exists or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced.


 


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1.72 
“Existing Secured Note Trustee” shall mean State Street Bank and
Trust Company, and its successors and assigns, and any replacement or other
trustee under the Existing Secured Note Indenture.


 


1.73 
“Existing Secured Notes” shall mean, individually and
collectively, each and all of the following, the 11 1/4% Senior Secured Notes
due 2005 Series B issued by Doe Run after March 12, 1998, in the original
principal amount of $50,000,000 pursuant to the Existing Secured Note Indenture
and guaranteed by the Existing Secured Note Guarantors (as the same now exist
or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced).


 


1.74 
“Existing Unsecured Fixed Rate Notes” shall mean individually and
collectively,  each and all of the
following, the 11 1/4% Senior Notes due 2005 Series B issued by Doe Run after
March 12, 1998 pursuant to the Existing Unsecured Note Indenture in the original
principal amount of $200,000,000 (as the same now exist or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced).


 


1.75 
“Existing Unsecured Floating Rate Notes” shall mean individually
and collectively, each and all of the following, the Floating Interest Rate
Senior Notes due 2003 Series B issued by Doe Run after March 12, 1998 pursuant
to the Existing Unsecured Note Indenture in the original principal amount of
$55,000,000 (as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced).


 


1.76 
“Existing Unsecured Note Agreements” shall mean, individually and
collectively, each and all of the following (as the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced):  (a) the Existing
Unsecured Notes, (b  the Existing Unsecured Note Indenture, and (c) the
Purchase Agreement, dated March 12, 1998, between BT Alex. Brown Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation or UBS Securities LLC
and Doe Run with respect to the purchase from Doe Run of all of the Existing
Unsecured Notes and (d) all agreements documents and instruments related
thereto or delivered in connection therewith.


 


1.77 
“Existing Unsecured Note Indenture” shall mean the Indenture,
dated as of March 12, 1998, between Doe Run and the Existing Unsecured Note
Trustee with respect to the Existing Unsecured Notes, as the same now exists or
may hereafter be amended, modified, supplemented, extended, renewed, restated
or replaced.


 


1.78 
“Existing Unsecured Note Trustee” shall mean State Street Bank
and Trust Company, a Massachusetts trust company and its successors and
assigns, and any replacement or other trustee under the Existing Unsecured Note
Indenture.


 


1.79 
“Existing Unsecured Notes” shall mean, individually and
collectively, the Existing Unsecured Floating Rate Notes and the Existing
Unsecured Fixed Rate Notes.


 


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1.80 
“Fabricated Products” shall mean Fabricated Products, Inc., a
Delaware corporation, and its successors and assigns.


 


1.81 
“Fifth Shortfall Day” shall mean any fifth consecutive Business
Day that the aggregate Excess Availability of Borrowers (calculated without any
deduction for unpaid trade payables and the book overdraft as set forth in
Sections 1.57(a)(ii)(C) and (b)(ii)(C)) shall have been less than $2,500,000
for each of such five (5) consecutive Business Days (including for this purpose
the Initial Shortfall Day as the first day of such period and such fifth
consecutive Business Day as the last day of such period) as of the close of
business on each such five consecutive Business Days.


 


1.82 
“Financing Agreements” shall mean, collectively, this Agreement,
together with all other agreements, documents and instruments now or at any
time hereafter executed and/or delivered by a Borrower or any other person,
with, to or in favor of Agent or any Lender in connection herewith or pursuant
hereto, as this Agreement and such other agreements, documents or instruments
now exist or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced.


 


1.83 
“Fixed Charge Coverage Ratio” shall mean, with respect to Doe Run
and its Subsidiaries, on a consolidated basis (excluding Doe Run Cayman and its
Subsidiaries), at any time the ratio of (a) EBITDA during the immediately
preceding four (4) full fiscal quarters as of the last day of the last quarter
of such period with respect to the calculation of the Fixed Charge Coverage
Ratio to (b) the Fixed Charges for such four (4) fiscal quarter period.


 


1.84 
“Fixed Charges” shall mean, as to any Person and its Subsidiaries
(in the case of Doe Run and its Subsidiaries, excluding Doe Run Cayman and its
Subsidiaries), with respect to any period the sum of, without duplication, (a)
all Net Interest Expense, plus (b) all Capital Expenditures, plus (c) all
regularly scheduled (as determined at the beginning of the respective period)
principal payments of Indebtedness for borrowed money (including any mandatory
principal payments in respect thereof) and Indebtedness with respect to Capital
Lease Obligations (and without duplicating in items (a) and (c) of this
definition, the interest component with respect to Indebtedness under Capital
Leases Obligations), plus (d) any cash payments in respect of any defined
pension benefit plan in excess of the amount deducted in respect thereof in
calculating Consolidated Net Income. The foregoing shall not be construed to
include principal payments on Indebtedness arising pursuant to revolving loans
and advances.


 


1.85 
“GAAP” shall mean generally accepted accounting principles in the
United States of America as in effect from time to time as set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and the statements and pronouncements
of the Financial Accounting Standards Board which are applicable to the
circumstances as of the date of determination except that for purposes of
Sections 7.10, 7.23 and 7.24 hereof, GAAP shall be determined on the basis of
such principles in effect on the date hereof and 


 


19

















 


consistent with those used in the preparation of the financial statements
delivered to Agent or any Lender prior to the date hereof.


 


1.86 
“Governmental Authority” shall mean any nation or government, any
state, province, or other political subdivision thereof, any central bank (or
similar monetary or regulatory authority) thereof, any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government, and any corporation or other entity owned or
controlled, through stock or capital ownership or otherwise, by any of the
foregoing.


 


1.87 
“Guarantor” shall mean DR Land Holdings, LLC, a Delaware limited
liability company and its successors and assigns.


 


1.88 
“Hazardous Materials” shall mean any hazardous, toxic or
dangerous substances or materials and wastes including without limitation,
hydrocarbons (including naturally occurring or man-made petroleum and
hydrocarbons), flammable explosives, asbestos, urea formaldehyde insulation,
radioactive materials, biological substances, polychlorinated biphenyl,
pesticides, herbicides and any other kind and/or type of pollutants or
contaminants (including, without limitation, materials which include hazardous
constituents), sewage, sludge, industrial slag, solvents and/or any other
similar substances, materials, or wastes and including any other substances,
materials, or wastes that are or became regulated under any Environmental Laws
(including, without limitation, any that are or become classified as hazardous
or toxic under any Environmental Laws) but taking in to account any exemption
for high volume low toxicity wastes. In the event that any of the applicable
Environmental Laws are amended so as to broaden the meaning of any of the
above-referenced terms, such broader meaning shall apply subsequent to the
effective date of such amendment.


 


1.89 
“Hedging Agreements” shall mean any agreement with respect to (a) the
hedging of price risk associated with the purchase or sale of lead, copper,
zinc, gold, silver, metallic concentrates, fuel and energy under which a
Borrower or any Subsidiary is a party or beneficiary and (b) the hedging
of currency and interest rate risks in the ordinary course of business; so long
as any such agreement under clause (a) or clause (b) above has been entered
into in the ordinary course of business consistent with past price risk or
currency management practices of such Borrower and its Subsidiaries and not for
purposes of speculation.


 


1.90 
“Indebtedness” shall mean, with respect to any Person, any
liability (a) in respect of borrowed money (whether or not the recourse of
the lender is to the whole of the assets of such Person or only to a portion
thereof) or evidenced by bonds, notes, indentures or similar instruments; (b) representing
the balance deferred and unpaid of the purchase price of any property or
services (except any such balance that constitutes an account payable to
a trade creditor (whether or not an Affiliate) created, incurred, assumed or
guaranteed by such Person in the ordinary course of business of such Person in
connection with obtaining goods, materials or services); (c) all
Capitalized Lease Obligations; (d) any contractual obligations, contingent
or otherwise, of such Person to pay or be liable 


 


20

















 


for the payment of any indebtedness described in this definition of
another Person, including, without limitation, any such indebtedness, directly
or indirectly guaranteed, endorsed (other than for collection or deposit in the
ordinary course of business), co-made or discounted or sold with recourse by
such Person, or in respect of which such Person is otherwise directly or
indirectly liable, including contractual obligations (contingent or otherwise)
arising through any agreement to purchase, repurchase, or otherwise acquire
such indebtedness, obligation or liability or any security therefor, or to
provide funds for the payment or discharge thereof (whether in the form of
loans, advances, stock purchases, capital contributions or otherwise), or to
maintain solvency, assets, level of income, or other financial condition, or to
make payment other than for value received; (e) all obligations with
respect to redeemable stock and redemption or repurchase obligations under any
Capital Stock or other equity securities issued by such Person; (f) all
reimbursement obligations and other liabilities, contingent or otherwise, of
such Person with respect to bonds, letters of credit, banker’s acceptances or
similar documents or instruments issued for such Person’s account; (g  all
indebtedness of such Person in respect of indebtedness of another Person for
borrowed money or indebtedness of another Person otherwise described in this
definition which is secured by any security interest in, or mortgage or lien
upon the interest in any asset of such Person, whether or not such obligations,
liabilities or indebtedness are assumed by or are a personal liability of such
Person, all as of such time; and (h) all obligations, liabilities and
indebtedness of such Person (marked to market) constituting Interest Rate Protection
Obligations, Hedging Agreements or in respect of foreign exchange
agreements.  The term “Indebtedness”
shall not be construed to include obligations for rent or similar amounts
payable under operating leases.


 


1.91 
“Initial Shortfall Day” shall mean any Business Day that the
aggregate Excess Availability of Borrowers (calculated without any deduction
for unpaid trade payables and the book overdraft as set forth in Sections
1.57(a)(ii)(C) and (b)(ii)(C)) shall have been less than $2,500,000 as of the
close of business on such Business Day; provided, that, except as
otherwise set forth in Section 3.3(a)(iii) hereof, an Initial Shortfall Day may
not occur during the period after an Initial Shortfall Day and prior to the
Fifth Shortfall Day related thereto so long as Agent sends the Renco Secondary
Funding Notice for such Fifth Shortfall Day.


 


1.92 
“Initial Term Loan” shall mean the initial term loan made on the
date hereof by Term Loan Agent and Term Loan Lenders to Doe Run pursuant to the
Term Loan Documents in the original principal amount of $15,500,000.


 


1.93 
“Insolvency Proceeding” shall mean, as to any Person, any of the
following which occur after the date hereof: 
(A) any case or proceeding with respect to such Person under the
U.S. Bankruptcy Code or any other Federal or State bankruptcy, insolvency,
reorganization or other law affecting creditors’ rights or any other or similar
proceedings seeking any stay, reorganization, arrangement, composition or
readjustment of all or substantially all of the obligations and indebtedness of
such Person or (B) any proceeding seeking the appointment of any receiver,
trustee, administrator, liquidator, custodian or other insolvency official with
similar powers with respect to such Person or all


 


21

















 


or substantially all of its assets or any proceeding for liquidation,
dissolution or other winding up of the business of such Person or (C) any
general assignment for the benefit of creditors or any general marshalling of
all or substantially all of the assets of such Person.


 


1.94 
“Insurance Premium Collateral” shall mean, collectively, (A) any
unearned insurance premiums paid on behalf of a Borrower by an Insurance
Premium Lender for property or casualty insurance policies with respect to a
Borrower, (B) any return of any insurance premium in accordance with the terms
of such insurance policies paid on behalf of a Borrower by an Insurance Premium
Lender, (C) any property and casualty insurance policies for which an Insurance
Premium Lender paid the insurance premium in full on behalf of a Borrower, and
(D) any loss proceeds paid or payable to a Borrower pursuant to the property
and/or casualty insurance policies for which such Insurance Premium Lender has
paid the premium (to the extent of the amount owed to such Insurance Premium
Lender), provided, that, (i) in no event shall the Insurance
Premium Collateral include any amounts deposited in or received in the lockbox
or blocked account established by Borrowers in connection with the Financing
Agreements or otherwise with respect to Borrowers’ financing arrange­ments with
Agent and Lenders for the handling of collections of Accounts or other assets
and (ii) in no event shall the Insurance Premium Collateral of any Insurance
Premium Lender secure any obligation to any other Insurance Premium Lender.


 


1.95 
“Insurance Premium Lender” shall mean a financial institution
acceptable to Agent that makes loans to a Borrower, the proceeds of which are
used exclusively to pay insurance premiums required in respect of property
and/or casualty insurance policies maintained by such Borrower; such
institutions sometimes being collectively referred to herein as “Insurance
Premium Lenders”.


 


1.96 
“Intellectual Property” shall mean, as to each Borrower, such
Borrower’s now owned and hereafter arising or acquired:  patents, patent rights, patent applications,
copyrights, works which are the subject matter of copyrights, copyright
registrations, trademarks, trade names, trade styles, trademark and service
mark applications, and licenses and rights to use any of the foregoing; all
extensions, renewals, reissues, divisions, continuations, and
continuations-in-part of any of the foregoing; all rights to sue for past,
present and future infringement of any of the foregoing; inventions, trade
secrets, formulae, processes, compounds, drawings, designs, blueprints,
surveys, reports, manuals, and operating standards; goodwill (including any
goodwill associated with any trademark or the license of any trademark);
customer and other lists in whatever form maintained; trade secret rights,
copyright rights, rights in works of authorship, domain names and domain name
registration; software and contract rights relating to computer software
programs, in whatever form created or maintained.


 


1.97 
“Interest Rate” shall mean a rate of one (1%) percent per annum
above the Prime Rate; provided, that, Agent may, at its option,
and upon the written direction of the Majority Lenders shall, increase such
rate to a rate three (3%) percent per annum above the Prime Rate at any time
without notice (a) for the period on and after (i) the date of termination or
non-renewal hereof until such time as all Obligations are indefeasibly paid in
full (notwithstanding entry of any judgment against a Borrower), 


 


22

















 


or (ii) the date of any Event of Default, and for so long as such Event
of Default exists or is continuing, as determined by Agent and (b) on the
Borrowing Base Loans at any time outstanding in excess of the Borrowing Base of
such Borrower or the Borrowing Base Loan Limit of such Borrower (whether or not
such excess(es) arise or are made with or without Agent’s knowledge or consent
and whether made before or after an Event of Default).


 


1.98 
“Interest Rate Protection Obligations” shall mean 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 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.


 


1.99 
“Inventory” shall mean, as to each Borrower, all of such
Borrower’s now owned and hereafter acquired inventory, wherever located,
including, without limitation, which (a) are leased by such Borrower as lessor;
(b) are held by such Borrower for sale or lease or to be furnished under a
contract of service; (c) are furnished by such Borrower under a contract of
service; or (d) all raw materials, work-in-process (including, without
limitation, molten lead and slag and kettle dross), and finished and
semi-finished inventory of any kind, nature or description, or materials used
or consumed in the business and including, without limitation, (i  all
metals and minerals in whatever form, whether ore, powder, sinter,
concentrates, pellets, links, pigs, or ingots, and including without
limitation, lead, zinc, copper, nickel sulfur, silver bullion, copper matte and
other By-Products, (ii) the Stores Inventory, (iii) all wrapping,
packaging, advertising and shipping materials, and any other personal property
held for sale, exchange or lease or furnished or to be furnished or used or
consumed in the business or in connection with the manufacturing, packaging,
shipping, advertising, selling or furnishing or such goods, inventory,
merchandise and other personal property, and (iv) all right, title and interest
therein and thereto, wherever located, whether now owned or hereafter
acquired.  The term “Inventory” as used
herein shall not include minerals constituting part of Real Property.


 


1.100 
“Investor Rights Agreement” shall mean the Investor Rights
Agreement, dated of even date herewith, by and among Renco Group, Doe Run, DRA
and New Secured Note Trustee  on behalf
of the New Secured Noteholders who hold New Warrants, as the same now exists or
may hereafter be amended, modified, supplemented, extended, renewed, restated
or replaced.


 


1.101 
“Lenders” shall mean the financial institutions who are
signatories hereto as Lenders and other persons made a party to this Agreement
as a Lender in accordance with Section 11.6 hereof, and their respective
successors and assigns; each sometimes being referred to herein individually as
a “Lender”.


 


1.102 
“Lending Formulas” shall mean the percentages with respect to
Eligible Accounts and Eligible Inventory set forth in the definition of the
term Borrowing Base contained herein.


 


23

















 


1.103 
“Letter of Credit Accommodations” shall mean the Borrowing Base
LC Accommodations and the Supplemental Loan LC Accommodations.


 


1.104 
“Loan Agreement” shall mean this Amended and Restated Loan and
Security Agreement, dated as of October 29, 2002, by and among Borrowers,
Guarantor, Agent and Lenders, as the same now exists or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced.


 


1.105 
“Loans” shall mean, collectively, the Borrowing Base Loans and
the Supplemental Loans.


 


1.106 
“Majority Lenders” shall mean, as of any date of determination
thereof, one or more Lenders holding more than fifty (50%) percent of the
aggregate outstanding principal amount of Loans and outstanding Letter of
Credit Accommodations, or, if there are no Loans or Letter of Credit
Accommodations outstanding, then such term shall mean one or more Lenders
having aggregate Commitment Percentages of more than fifty (50%) percent.


 


1.107 
“Management Agreement” shall mean the Management Consultant
Agreement, dated April 7, 1994, between Doe Run and Renco Group, as the
same now exists or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced.


 


1.108 
“Material Adverse Effect” shall mean a material adverse effect on
(a) the condition (financial or otherwise), business, performance,
operations or properties of Borrowers (taken as a whole); (b) the
legality, validity or enforceability of this Agreement or any of the other
Financing Agreements; (c) the legality, validity, enforceability,
perfection or priority of the security interests and liens of Agent or any
Lender upon the Collateral or any other property which is security for the
Obligations; (d) the Collateral or any other property which is security
for the Obligations, or the value of the Collateral or such other property; (e) the
ability of each Borrower to repay the Obligations or of such Borrower or any
Obligor to perform its obligations under this Agreement or any of the other
Financing Agreements; or (f) the ability of Agent or any Lender to enforce
the Obligations or realize upon the Collateral or otherwise with respect to the
rights and remedies of Agent or any Lender under this Agreement or any of the
other Financing Agreements.


 


1.109 
“Material Contract” shall mean any contract or other arrangements
(other than the Financing Agreements), whether written or oral, to which a
Borrower or its Subsidiaries is a party as to which the breach, nonperformance,
cancellation or failure to renew by any party thereto could be reasonably
expected to have a Material Adverse Effect.


 


1.110 
“Maximum Credit” shall mean $75,000,000.


 


24

















 


1.111 
“Net Amount of Eligible Accounts” shall mean the gross amount of
Eligible Accounts less (a) sales, excise or similar taxes included in the
amount thereof and (b) rebates, discounts, claims, credits and allowances of
any nature at any time issued, owing, granted, outstanding or claimed with
respect thereto.


 


1.112 
“Net Interest Expense” shall mean, for any period, as to any
Person and its Subsidiaries, all of the following as determined in accordance
with GAAP: (a) total interest expense, whether paid or accrued (including the
interest component of Capitalized Lease Obligations for such period),
including, without limitation, all bank fees, commissions, discounts and other
fees and charges owed with respect to letters of credit, banker’s acceptances
or similar instruments which, in accordance with GAAP, are required to be
accounted for as interest expense, but excluding (i) amortization of discount and
amortization of deferred financing fees and closing costs paid in cash in
connection with the transaction contemplated hereby, (ii) interest paid in
property other than cash, (iii) any other interest expense not payable in cash,
and (iv) any dividends paid in kind in respect of the Renco Preferred Stock and
(v) any interest expenses in respect of the exercise of the put option in
respect of the New Warrants by the New Secured Noteholders or the call option
by Doe Run or Renco Group pursuant to the terms of the New Warrant Agreement
(as in effect on the date hereof) not payable in cash in such period minus
(b) any net payments received during such period as interest income received in
respect of its investments in cash and Cash Equivalents.


 


1.113 
“New Secured Note Agreements” shall mean, individually and
collectively, each and all of the following (as the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced): (a) the New Secured Notes, (b) the New  Secured Note Indenture, (c) the New Warrant Documents and (d) the
New Secured Note Security Agreement.


 


1.114 
“New Secured Note Indenture” shall mean the Indenture, dated of
even date herewith, by and among Doe Run, certain of its affiliates  and the New Secured Note Trustee with
respect to the New Secured Notes, as the same now exists or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced.


 


1.115 
“New Secured Note Initial Collateral” shall mean the Term Loan
Collateral other than (a) the Collateral, and (b) any assets and properties of
Doe Run Peru.


 


1.116 
“New Secured Note Intercreditor Agreement” shall mean the
Intercreditor Agreement, dated of even date herewith, by and among Agent, Term
Loan Agent and New Secured Note Trustee, as the same now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced.


 


1.117 
“New Secured Note Security Agreement” shall mean the Security
Agreement, dated of even date herewith, by and among Borrowers and New Secured
Note Trustee, as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.


 


25

















 


1.118 
“New Secured Note Subsequent Collateral” shall mean,
collectively, the New Secured Note Initial Collateral and the Existing Secured
Note Collateral.


 


1.119 
“New Secured Note Trustee” shall mean State Street Bank and Trust
Company, a Massachusetts trust company, and its successors and assigns, and any
replacement or other trustee or collateral agent under the New Secured Note
Indenture.


 


1.120 
“New Secured Noteholders” shall mean, collectively, the holders
of the New Secured Notes, and their respective successors and assigns.


 


1.121 
“New Secured Notes” shall mean, individually and collectively,
the 11 3/4% Secured Notes due November 1, 2008 issued by Doe Run on the date
hereof pursuant to the New Secured Note Indenture in the original principal
amount of up to $175,832,200, as the same now exist or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced.


 


1.122 
“New Warrants” shall mean the warrants to purchase up to 667
shares of common stock of Doe Run issued by Doe Run to New Secured Noteholders
on the date hereof pursuant to the New Warrant Agreement.


 


1.123 
“New Warrant Agreement” shall mean the Warrant Agreement, dated
as of the date hereof, by and between Doe Run and New Secured Note Trustee, as
the same now exists or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced.


 


1.124 
“New Warrant Documents” shall mean, individually and
collectively, each and all of the following (as the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced): (a) the New Warrant Agreement and (b) the Investor Rights Agreement.


 


1.125 
“Non-Borrower Subsidiary” shall have the meaning set forth in
Section 7.5(c)  hereof.


 


1.126 
“Obligations” shall mean any and all Loans, Letter of Credit Accommodations
and all other obligations, liabilities and indebtedness of every kind, nature
and description owing by any or all of Borrowers and/or any Obligor to Agent or
any Lender and/or its affiliates, including principal, interest, charges, fees,
premiums, indemnities, costs and expenses, however evidenced, whether as
principal, surety, endorser, guarantor or otherwise, arising under or in
connection with this Agreement, any of the other Financing Agreements or by
operation of law in connection therewith, whether now existing or hereafter
arising, whether arising before, during or after the initial or any renewal
term of this Agreement, after the commencement of any case with respect to any
Borrower or any Obligor under the United States Bankruptcy Code or any similar
statute (including the payment of interest and other amounts which would accrue
and become due but for the commencement of such case, whether or not such
amounts are allowed or allowable in whole or in part in such case), whether
direct or indirect, 


 


26

















 


absolute or contingent, joint or several, due or not due, primary or
secondary, liquidated or unliquidated or secured.


 


1.127 
“Obligor” shall mean any guarantor, endorser, acceptor, surety,
Renco Group or other person liable on or with respect to the Obligations or who
is the owner of any property which is security for the Obligations, other than
Borrowers.


 


1.128 
“Participant” shall mean any financial institution that acquires
a participation in the interest of any Lender in any of the Loans and Letter of
Credit Accommodations; provided, that, in no event shall such
term be deemed to include Renco Group.


 


1.129 
“Payment Account” shall mean account no. 5000000030279 of Agent
at Wachovia Bank, National Association, or such other account of Agent as Agent
may from time to time designate to Administrative Borrower as the Payment
Account for purposes of this Agreement and the other Financing Agreements.


 


1.130 
“Permits” shall have the meaning set forth in Section 6.7 hereof.


 


1.131 
“Permitted Holders” shall mean Ira Leon Rennert, his wife 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


 


1.132 
“Person” or “person” shall mean any individual, sole
proprietorship, partnership, corporation (including, without limitation, any
corporation which elects subchapter S status under the Code), limited liability
company, limited liability partnership, business trust, unincorporated
association, joint stock corporation, trust, joint venture or other entity or
any government or any agency or instrumentality or political subdivision
thereof.


 


1.133 
“Prime Rate” shall mean the rate from time to time publicly
announced by Wachovia Bank, National Association, or any successor, as its
prime rate, whether or not such announced rate is the best rate available at
such bank, calculated on the basis of a three hundred sixty (360) day year and
actual days elapsed, which rate shall increase or decrease by an amount equal
to each increase or decrease effective on the first day of the month after any
change in such prime rate based on the prime rate in effect on the last day of
the month in which any such change occurs.


 


1.134 
“Prior Banco de Credito Agreements” shall mean individually and
collectively, the agreements, documents and instruments listed on Schedule
1.134 hereto, as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.


 


1.135 
“Pro Rata Share” shall mean as to any Lender, the fraction
(expressed as a percentage) the numerator of which is such Lender’s Commitment
and the denominator of which is the aggregate 


 


27

















 


amount of all of the Commitments of Lenders, as adjusted from time to
time in accordance with the provisions of Section 11.6 hereof; provided,
that, if the Commitments have been terminated, the numerator shall be
the unpaid amount of such Lender’s Loans and its interest in the Letter of
Credit Accommodations and the denominator shall be the aggregate amount of all
unpaid Loans and Letter of Credit Accommodations.


 


1.136 
“Provision for Taxes” shall mean an amount equal to all taxes
imposed on or measured by net income, whether federal, state or local, and
whether foreign or domestic, that are paid or payable by any Person and its
Subsidiaries in respect of such fiscal year on a consolidated basis in
accordance with GAAP.


 


1.137 
“Real Property” shall mean all now owned or hereafter acquired
real property of each Borrower, including leasehold interests, together with
all buildings, structures, fixtures and other improvements relating thereto,
and all metals and minerals which are in, under, upon, or to be produced from
such real property to the extent of the rights of such Borrower to the same
(but only to the extent such metals and minerals have not been extracted from
the real property), wherever located.


 


1.138 
“Receivables” shall mean all of the following now owned or
hereafter arising or acquired property of each Borrower: (a) all Accounts; (b)
all interest, fees, late charges, penalties, collection fees and other amounts
due or to become due or otherwise payable in connection with any Account; (c)
all payment intangibles of such Borrower; (d) letters of credit, indemnities,
guarantees, security or other deposits and proceeds thereof issued payable to
any Borrower or otherwise in favor of or delivered to any Borrower in
connection with any Account; or (e) all other accounts, contract rights,
chattel paper, instruments, notes, general intangibles and other forms of
obligations owing to any Borrower, whether from the sale and lease of goods or
other property, licensing of any property (including Intellectual Property or
other general intangibles), rendition of services or from loans or advances by
any Borrower or to or for the benefit of any third person (including loans or
advances to any Affiliates or Subsidiaries of any Borrower) or otherwise
associated with any Accounts, Inventory or general intangibles of any Borrower
(including, without limitation, choses in action, causes of action, tax
refunds, tax refund claims, rights and claims against carriers and shippers,
rights to indemnification, casualty or any similar types of insurance and any
proceeds thereof and proceeds of insurance covering the lives of employees on
which any Borrower is a beneficiary), in each case relating to Accounts or
other property described in Section 5 hereof.


 


1.139 
“Records” shall mean, as to each Borrower, all of such Borrower’s
present and future books of account of every kind or nature, purchase and sale
agreements, invoices, ledger cards, bills of lading and other shipping
evidence, statements, correspondence, memoranda, credit files and other data
relating to the other Collateral or any account debtor, together with the
tapes, disks, diskettes and other data and software storage media and devices, file
cabinets or containers in or on which the foregoing are stored (including any
rights of such Borrower with respect to the foregoing maintained with or by any
other person).


 


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1.140 
“Renco Group” shall mean The Renco Group, Inc., a New York
corporation, and its successors and assigns.


 


1.141 
“Renco Junior Participation Agreement” shall mean the Junior
Participation Agreement, dated as of even date herewith, by and between Agent
and Renco Group, as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.


 


1.142 
“Renco Preferred Stock” shall mean the 2,000 shares of Series A
Redeemable Preferred Stock, par value $1.00 per share issued by Doe Run to
Renco Group pursuant to the terms of the Renco Preferred Stock Purchase
Agreement, the Amended Certificate of Incorporation and together with all
dividends, stock dividends, interests, profits, redemptions, warrants,
subscription rights, stock, securities options, substitutions, exchanges and
other distributions now or hereafter distributed by Doe Run or which may
hereafter be delivered to the possession of Renco Group with respect thereto.


 


1.143 
“Renco Preferred Stock Purchase Agreement” shall mean the Stock
Purchase Agreement, dated as of the date hereof, by and between Doe Run and
Renco Group, as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.


 


1.144 
“Renco Primary Funding Notice” shall mean any written notice from
Agent to Renco Group that an Initial Shortfall Day has occurred and that a
Renco Secondary Funding Notice may thereafter be sent by Agent to Renco Group.


 


1.145 
“Renco Secondary Funding Notice” shall mean any written notice from
Agent to Renco Group requesting payment by Renco Group to Agent of the purchase
price for an additional junior participation interest in Supplemental Loans in
an amount calculated as set forth in Section 2.1(d) of the Renco Junior
Participation Agreement and setting forth the amount of the Shortfall (and
including the amount of the Excess Availability used to calculate such
Shortfall) as of the applicable Fifth Shortfall Day.


 


1.146 
“Shortfall” shall mean, as of any date, the amount by which the
aggregate Excess Availability of Borrowers (calculated without any deduction
for unpaid trade payables and the book overdraft as set forth in Sections
1.57(a)(ii)(C) and (b)(ii)(C)) is less than $3,500,000 as of the close of
business on such date.


 


1.147 
“Special Availability Reserve” shall mean the reserve established
by Agent on the date hereof pursuant to Section 3.5(b) hereof.


 


1.148 
“Stores Inventory” shall mean Inventory consisting of cast iron
fittings, paint, belts and hoses, bolts and nuts, wire and wire products,
welding supplies, tools, steel, rope, timber, railroad 


 


29

















 


spikes, railroad car parts and railroad crane parts, baghouse parts,
pump parts, compressor parts, electrical parts, bearings, drills, bits and
accessories and other parts and supplies.


 


1.149 
“Subsidiary” or “subsidiary” shall mean any corporation,
association or organization, active or inactive, as to which more than fifty
(50%) percent of the outstanding voting stock or shares or interests shall now
or hereafter be owned or controlled, directly or indirectly, by a Borrower, any
subsidiary of a Borrower, or any subsidiary of such subsidiary, provided,
that, the term “Subsidiary” as used elsewhere in this Agreement, as to
any Borrower, shall not include Doe Run Cayman and its Subsidiaries or DR
Exploration Company (Proprietary) Ltd. (South Africa), except (a) as otherwise
expressly provided in any specific section of this Agreement, (b) for
purposes of Section 6.1(b) hereof, and (c) for purposes of this definition.


 


1.150 “Supplemental Loan Credit Facility”
shall mean the Supplemental Loans and Supplemental Loan LC Accommodations
provided hereunder and under the other Financing Agreements.


 


1.151 
“Supplemental Loan Funding Date” shall mean from time to time the
Business Day on which Agent shall have received from Renco Group, in accordance
with the Renco Junior Participation Agreement, cash or other immediately
available funds representing not less than the lesser of: (a) the Shortfall on
the applicable Fifth Shortfall Day or (b) (i) the Supplemental Loan Limit minus
(ii) the outstanding amount of Supplemental Loans on such Fifth Shortfall Day; provided,
that, if Agent receives such funds from Renco Group after 12:00 p.m.
(New York City time) on such Business Day, the Supplemental Loan Funding Date
may, at Agent’s option, be the next Business Day.


 


1.152 
“Supplemental Loan LC Accommodations” shall mean with respect to
the Supplement Loan Credit Facility, the letters of credit or other guaranties
which are from time to time either (a) issued or opened by Agent or any Lender
for the account of a Borrower or any Obligor or (b) with respect to which Agent
or any Lender has agreed to indemnify the issuer or guaranteed to the issuer
the performance by a Borrower of its obligations to such issuer (including,
without limitation, the Existing Letters of Credit to the extent each is deemed
to be a Supplemental Loan LC Accommodation in accordance with Section 3.3
hereof).


 


1.153 
“Supplemental Loan Limit” shall mean, at any time, the lesser of:
(a) $15,000,000 and (b) the Maximum Credit minus the sum of the then
outstanding amount of the Borrowing Base Loans, the Borrowing Base LC
Accommodations and any reserves.


 


1.154 
“Supplemental Loan Termination Date” shall mean the earlier of: (a)
the effective date of any termination or non-renewal of the Financing
Agreements; provided, that, in the event that at any time after
the payment of any of the Obligations arising pursuant to the Supplemental
Loans pursuant to Section 3.3(e) hereof, Agent determines that the conditions
for such payment set forth in Section 3.3(e) hereof were not satisfied, at
Agent’s option (i) Agent may deem any Borrowing Base Loans then 


 


30

















 


outstanding to be Supplemental Loans in accordance with Section 3.3
hereof and (ii) any Obligations arising pursuant to such Supplemental Loans
shall be reinstated and continue as if any such payment had not been received  or (b) at any time upon written notice
from Agent to Renco Group that Agent has determined to terminate the Renco
Junior Participation Agreement.


 


1.155 
“Supplemental Loans” shall mean, collectively, the loans made by
or on behalf of Lenders to Doe Run as provided for in Section 3.3 hereof;
sometimes being referred to herein individually as a “Supplemental Loan”.


 


1.156 
“Tax Sharing Agreement” shall mean the Tax Sharing Agreement,
dated February 8, 1990, by and among Renco Group and its Subsidiaries
(including Doe Run Cayman and its Subsidiaries for this purpose), as amended on
November 1, 1992, which became applicable to DRA and Doe Run on April 7, 1994
and as amended on the date hereof and as the same now exists or may hereafter
be further amended, modified, supplemented, extended, renewed, restated or
replaced, provided, that, such agreement shall not be amended,
modified, supplemented, extended, renewed, restated or replaced without the
prior approval of Agent other than for amendments that do not relate to or
affect a Borrower or its Subsidiaries.


 


1.157 
“Term Loan Agreement” shall mean the Credit Agreement, dated as
of even date herewith, by and among Doe Run, Term Loan Agent and Term Loan
Lenders (as the same now exist or may hereafter be further amended, modified,
supplemented, extended, renewed, restated or replaced).


 


1.158 
“Term Loan Agent” shall mean Regiment Capital Advisors, L.L.C, a
Delaware limited liability company, in its capacity as Agent pursuant to the
Term Loan Documents for the benefit and on behalf of Term Loan Lenders, and its
successors and assigns (and including, without limitation, any successor,
assignee or additional person at any time acting as administrative agent for
the benefit of or on behalf of it and/or Term Loan Lenders).


 


1.159 
“Term Loan Collateral” shall mean the assets and properties of
Doe Run and its affiliates set forth in Section 3.1 of the Term Loan Security
Agreement (as in effect on the date hereof).


 


1.160 
“Term Loan Debt” shall have the meaning set forth in the Term
Loan Intercreditor Agreement.


 


1.161 
“Term Loan Documents” shall mean, collectively, the following (as
the same now exist or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced): (i) the Term Loan Agreement, and (ii)
the Term Loan Security Agreement.


 


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1.162 
“Term Loan Intercreditor Agreement” shall mean the Intercreditor
Agreement, dated of even date herewith, by and between Agent and Term Loan
Agent, as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.


 


1.163 
“Term Loan Lenders” shall mean the lenders at any time parties to
the Term Loan Documents and their successors and assigns (including any other
lender or group of lenders that at any time succeeds to or refinances, replaces
or substitutes for all or any portion of the Term Loan Debt at any time and
from time to time).


 


1.164 
“Term Loan Security Agreement” shall mean the Guarantee and
Security Agreement, dated of even date herewith, by and among DRA, Borrowers
and Term Loan Agent, as the same now exists or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced.


 


1.165 
“Term Loans” shall mean collectively all term loans made by Term
Loan Agent and or Term Loan Lenders to Doe Run pursuant to the Term Loan
Agreement or any other Term Loan Documents.


 


1.166 
“Tradename” shall have the meaning set forth in Section 7.1
hereto.


 


1.167 
“U.S. Services Agreements” shall mean, collectively, the
agreements listed on Schedule 1.167 hereto between Doe Run and Doe Run Peru, or
Doe Run and Doe Run Cayman and any of its other Subsidiaries providing for Doe
Run to provide sales agency and hedging services to Doe Run Cayman or any of
its Subsidiaries, as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.


 


1.168 
“Value” or “value” shall mean, as determined by Agent,
with respect to the Inventory, the lower of (a) cost computed on a first-in-first-out
basis in accordance with GAAP or (b) market value, as determined by Agent.


 


1.169 
“Weighted Average Life to Maturity” shall mean, when applied to
any Indebtedness at any date, the number of years obtained by dividing (a) the
then outstanding principal amount of such Indebtedness into (b) the total of
the product obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (ii) the
number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment.


 


1.170  “Wholly-Owned Subsidiary” shall mean
any Subsidiary or such person to the extent all of the Capital Stock or other
ownership interests in such Subsidiary (other than (a) directors’
qualifying shares, (b) with respect to Doe Run Peru, any shares purchased
by employees of Doe Run Peru or the seller of assets to Doe Run Peru on
October 23, 1997, which retained amount shall not exceed one (1%) percent
of the total interests in Doe Run Peru, and (c) an immaterial interest
owned by other 


 


32

















 


persons solely to comply with applicable law)
is owned directly or indirectly by such person or a Wholly-Owned Subsidiary of
such person.


 


1.171  Terms.  All accounting terms used in this Agreement which are not
specifically defined herein shall be construed in accordance with GAAP
consistently applied, except as otherwise stated herein.


 


1.172  Other Defined Terms  The words “hereof”, “herein”, “hereunder”,
“this Agreement” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement, as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.


 


1.173  Uniform Commercial Code Definitions.  All terms used herein which are not
specifically defined herein which are defined or used in the Uniform Commercial
Code as in effect in the State of New York (the “UCC”) shall have the meanings
as defined or used in the UCC.


 


1.174  Interpretation.  For purposes of this Agreement, unless the
context otherwise requires, all other terms hereinbefore or hereinafter
defined, including but not limited to those terms defined in the recitals
hereto, shall have the meanings herein assigned to such terms.  All references to each Borrower and other
Persons pursuant to the definitions set forth in the recitals hereto or
otherwise herein shall include their respective successors and assigns.  All references to any term in the plural
shall include the singular and all references to any term in the singular shall
include the plural.


 


SECTION 2. 
ACKNOWLEDGMENT AND RESTATEMENT


 


2.1  Existing Obligations.  Each Borrower and Guarantor hereby
acknowledges, confirms and agrees that Borrowers are indebted to Congress for
loans and advances to Doe Run and Fabricated Products under the Existing Loan
Agreement, as of the close of business on October 25, 2002, in the aggregate
principal amount of $34,588,595 and the aggregate amount of $7,185,176 in
respect of Letter of Credit Accommodations (as defined in the Existing Loan
Agreement), together with all interest accrued and accruing thereon (to the
extent applicable), and all fees, costs, expenses and other charges relating
thereto, all of which are unconditionally owing by Borrowers to Congress,
without offset, defense or counterclaim of any kind, nature or description whatsoever.


 


2.2  Acknowledgment of
Security Interests.


 


(a) 
Each Borrower and Guarantor hereby acknowledges, confirms and agrees
that Congress has had, and on and after the date hereof, that Agent, for itself
and the ratable benefit of Lenders, (i) shall continue to have a security
interest in and lien upon the Collateral heretofore granted to Congress
pursuant to the Existing Financing Agreements to secure the Obligations, and (ii)
succeeds 


 


33

















 


to all of the right title and interest of Congress in and to the
Collateral including the grant of a security interest by Borrowers to Congress,
in its individual capacity, under the Existing Financing Agreements as well as
any Collateral granted to or held by Agent or any Lender under this Agreement
or under any of the other Financing Agreements.


 


(b) On and after the date hereof, the liens
and security interests of Agent, for itself and the ratable benefit of Lenders,
in the Collateral shall be deemed to be continuously granted and perfected from
the earliest date of the granting and perfection of such liens and security
interests, whether under the Existing Loan Agreement, this Agreement or any of
the other Financing Agreements


 


2.3  Existing Loan Agreement.  Each Borrower and Guarantor hereby
acknowledges, confirms and agrees that: 
(a) the Existing Loan Agreement has been duly executed and
delivered by Doe Run and Fabricated Products and is in full force and effect as
of March 12, 1998, (b) the Guarantee, dated January 13, 1999, has been duly
executed and delivered by Guarantor and is in full force and effect as of
January 13, 1999, and (c) the agreements and obligations of Doe Run and
Fabricated Products and Guarantor contained in the Existing Loan Agreement
constitute the legal, valid and binding obligations of such Borrower and
Guarantor enforceable against it in accordance with their respective terms and
Borrower and Guarantor each has no valid defense to the enforcement of such
obligations and (d) Agent and Lenders are entitled to all of the rights
and remedies provided for in the Existing Loan Agreement and the Existing
Financing Agreements as assigned to Agent and Lenders by Congress.


 


2.4  Restatement.


 


(a) 
Except as otherwise stated in Section 2.2 hereof and this Section 2.4,
as of the date hereof, the terms, conditions, agreements, covenants,
representations and warranties set forth in the Existing Loan Agreement are
hereby amended and restated in their entirety, and as so amended and restated,
replaced and superseded, by the terms, conditions, agreements, covenants,
representations and warranties set forth in this Agreement and the other
Financing Agreements, except that nothing herein or in the other
Financing Agreements shall impair or adversely affect the continuation of the
liability of each Borrower or Guarantor for the Obligations heretofore granted,
pledged and/or assigned to Agent or any Lender.  The amendment and restatement contained herein shall not, in any manner,
be construed to constitute payment of, or impair, limit, cancel or extinguish,
or constitute a novation in respect of, the Indebtedness and other obligations
and liabilities of each Borrower or Guarantor evidenced by or arising under the
Existing Loan  Agreement, and the liens
and security interests securing such Indebtedness and other obligations and
liabilities, which shall not in any manner be impaired, limited, terminated,
waived or released.


 


(b) 
The principal amount of the Loans and Letters of Credit Accommodations
(including the Existing Letters of Credit) 
outstanding as of the date hereof under the Existing Loan Agreement
shall be allocated to the Loans and Letter of Credit Accommodations hereunder
according to the Lenders’ Pro Rata Shares and in such manner and in such
amounts as Agent shall determine.


 


34

















 


2.5  Release.  Borrower and Guarantor each for itself and
its successors and assigns does hereby remise, release, discharge and hold
Agent and each Lender, its officers, directors, agents and employees and their
respective predecessors, successors and assigns harmless from all claims,
demands, debts, sums of money, accounts, damages, judgments, financial
obligations, actions, causes of action, suits at law or in equity, of any kind
or nature whatsoever, whether or not now existing or known, which such
Borrower, Guarantor or their respective successors or assigns has had or may
now or hereafter claim to have against Agent or any Lender or its officers,
directors, Agents and employees and their respective predecessors, successors
and assigns in any way arising from or connected with the Existing Loan
Agreement or the arrangements set forth therein or transactions thereunder up
to and including the date hereof.


 


SECTION
3.  CREDIT FACILITY


 


3.1  Borrowing
Base Loans.


 


(a) 
Subject to and upon the terms and conditions contained herein, at the
request of a Borrower or Administrative Borrower, each Lender severally (and
not jointly) agrees to fund its Pro Rata Share of Borrowing Base Loans to each
Borrower from time to time in amounts requested by such Borrower (or
Administrative Borrower on behalf of such Borrower), up to the amount
outstanding at any time equal to the Borrowing Base Loan Limit of such
Borrower.  Borrowers may from time to
time borrow, repay and reborrow the Borrowing Base Loans made to it in
accordance with the terms hereof.


 


(b) 
Notwithstanding anything to the contrary contained herein or in any of
the other Financing Agreements, except in Agent’s discretion, (i) the aggregate
unpaid principal amount of the Borrowing Base Loans outstanding at any time
based on Eligible Inventory, regardless of the amounts of such Eligible
Inventory, shall not exceed $35,000,000, (ii) the aggregate unpaid principal
amount of the Borrowing Base Loans outstanding at any time based on Eligible
Stores Inventory, regardless of the amounts of such Eligible Stores Inventory,
shall not exceed $2,500,000, and (iii) the aggregate unpaid principal
amount of the Borrowing Base Loans outstanding at any time based on Eligible
Accounts and Eligible Inventory of Fabricated Products, regardless of the
amount of such Eligible Accounts and Eligible Inventory, shall not exceed
$5,000,000.


 


(c) 
Agent may, in its good faith discretion, from time to time, upon not
less than five (5) days prior notice to Administrative Borrower, (i) reduce the
Lending Formula with respect to Eligible Accounts to the extent that Agent
determines that: (A) the dilution with respect to such Accounts for any period
(based on the ratio of (1) the aggregate amount of reductions in such Accounts
other than as a result of payments in cash to (2) the aggregate amount of total
sales) has increased in any respect or may be reasonably anticipated to
increase in any respect above historical levels, or (B) the general
creditworthiness of Account Debtors has declined or (ii) reduce any of the
Lending Formulas with 


 


35

















 


respect to the Eligible Inventory to the extent that Agent determines
that: (A) the number of days of the turnover of such Inventory for any period
has changed in any material respect or (B) the liquidation value of such
Eligible Inventory, or any category thereof, has decreased, or (C) the nature,
quality or mix of such Inventory has deteriorated in any material respect.  In determining whether to reduce any of the
Lending Formulas, Agent may consider events, conditions, contingencies or risks
which are also considered in determining Eligible Accounts, Eligible Inventory
or in establishing reserves as provided in Section 3.5 hereof.


 


(d) 
Notwithstanding anything to the contrary in Sections 1.16, 3.1(a) and
3.3  hereof, no Accounts or Inventory of
Buick Recycling shall, on and after the date hereof, be considered Eligible
Accounts, Eligible Inventory or Eligible Stores Inventory and Agent and Lenders
shall have no obligation to make and Buick Recycling shall have no right to
request any Loans or other financial accommodations hereunder unless and until
each of the conditions set forth in Section 7.6(c) hereof shall have been
satisfied as determined by Agent.


 


3.2  Letter
of Credit Accommodations.


 


(a) 
Subject to and upon the terms and conditions contained herein, at the
request of a Borrower, Agent agrees, for the ratable risk of each Lender
according to its Pro Rata Share, to provide or arrange for Letter of Credit
Accommodations to be issued for the account of Borrowers containing terms and
conditions acceptable to Agent and the issuer thereof.  Any payments made by Agent or Lenders to any
issuer thereof and/or related parties in connection with Borrowing Base LC
Accommodations shall constitute additional Borrowing Base Loans pursuant to
this Section 3.


 


(b) 
In addition to any customary charges, fees or expenses charged by any
bank or issuer in connection with the Letter of Credit Accommodations,
Borrowers shall pay to Agent, for the ratable benefit of Lenders, a letter of
credit fee at a rate equal to two (2%) percent per annum on the daily
outstanding balance of the Letter of Credit Accommodations for the immediately
preceding month (or part thereof), payable in arrears as of the first day of
each succeeding month, except that Agent may, and upon the written direction of
the Majority Lenders  shall, require
Borrowers to pay to Agent, for the ratable benefit of Lenders, such letter of
credit fee, without notice, at a rate equal to four (4%) percent per annum on
such daily outstanding balance for: (i) the period on and after the date of
termination or non-renewal hereof until such time as all Obligations are
indefeasibly paid in full (notwithstanding entry of a judgment against such
Borrower) and (ii) the period from and after the date of the occurrence of
an Event of Default for so long as such Event of Default is continuing, as
determined by Agent.  Such letter of
credit fee shall be calculated on the basis of a three hundred sixty (360) day
year and actual days elapsed and the obligation of Borrowers to pay such fee
shall survive the termination or non-renewal of this Agreement.  Borrowers shall not be required to pay such
letter of credit fee to Agent in respect of a Letter of Credit Accommodation
unless Agent has duly executed and delivered to the issuer of such Letter of
Credit Accommodation the application or a guarantee or indemnification in
writing with respect to such Letter of Credit Accommodation.


 


36

















 


(c) 
No Borrowing Base LC Accommodations shall be available unless on the
date of the proposed issuance of such Borrowing Base LC Accommodations and
prior to such issuance, Excess Availability (calculated without any deduction
for unpaid trade payables and book overdraft as set forth in Sections
1.57(a)(ii)(C) and (b)(ii)(C) hereof) shall be equal to or greater than one
hundred (100%) percent of the face amount thereof and all other commitments and
obligations made or incurred by Agent or any Lender with respect thereto.  Effective upon the issuance of each
Borrowing Base LC Accommodation and for so long as such Borrowing Base LC
Accommodation is outstanding, the amount of Loans which might otherwise be
available to such Borrower if such Borrowing Base LC Accommodation were not
outstanding, shall be reduced by the amount of such Borrowing Base LC
Accommodation.


 


(d) 
Except in Agent’s discretion with the consent of all the Lenders, the
aggregate amount of all outstanding Letter of Credit Accommodations to
Borrowers and all other commitments and obligations made or incurred by Agent
and Lenders in connection therewith shall not at any time exceed
$10,000,000.  At any time an Event of
Default exists or has occurred and is continuing, Agent may, upon the written
direction of the Majority Lenders, shall require each Borrower to either
furnish cash collateral to secure the reimbursement obligations to the issuer
in connection with any or all Letter of Credit Accommodations or furnish cash
collateral to Agent, for itself and the ratable benefit of Lenders, for the
Letter of Credit Accommodations, and in either case, the Loans otherwise
available to Borrowers shall not be reduced as provided in Section 3.2(c)
hereof to the extent of such cash collateral.


 


(e) 
Each Borrower shall indemnify and hold Agent and Lenders harmless from
and against any and all losses, claims, damages, liabilities, costs and
expenses which Agent or any Lender may suffer or incur in connection with any
Letter of Credit Accommodations and any documents, drafts or acceptances
relating thereto, including, but not limited to, any losses, claims, damages,
liabilities, costs and expenses due to any action taken by any issuer or
correspondent with respect to any Letter of Credit Accommodation except
resulting from the gross negligence or wilful misconduct of Agent or any Lender
as determined pursuant to a final non-appealable order of a court of competent
jurisdiction.  Each Borrower assumes all
risks with respect to the acts or omissions of the drawer under or beneficiary
of any Letter of Credit Accommodation and for such purposes the drawer or
beneficiary shall be deemed such Borrower’s Agent.  Each Borrower assumes all risks for, and agrees to pay, all
foreign, Federal, State and local taxes, duties and levies relating to any
goods subject to any Letter of Credit Accommodations or any documents, drafts
or acceptances thereunder except resulting from the gross negligence or wilful
misconduct of Agent or any Lender as determined pursuant to a final
non-appealable order of a court of competent jurisdiction.  Each Borrower hereby releases and holds
Agent and Lenders harmless from and against any acts, waivers, errors, delays
or omissions, whether caused by such Borrower, by any issuer or correspondent
or otherwise with respect to or relating to any Letter of Credit Accommodation
except resulting from the gross negligence or wilful misconduct of Agent or any
Lender as determined pursuant to a final non-appealable order of a court of
competent jurisdiction.


 


37

















 


The provisions of this Section 3.2(e) shall survive the payment of
Obligations and the termination or non-renewal of this Agreement.


 


(f) 
Nothing contained herein shall be deemed or construed to grant Borrowers
any right or authority to pledge the credit of Agent or any Lender in any
manner.  Agent and Lenders shall have no
liability of any kind with respect to any Letter of Credit Accommodation
provided by an issuer other than Agent, unless Agent has duly executed and
delivered to such issuer the application or a guarantee or indemnification in
writing with respect to such Letter of Credit Accommodation.  Borrowers shall be bound by any
interpretation made in good faith by Agent, or any other issuer or
correspondent under or in connection with any Letter of Credit Accommodation or
any documents, drafts or acceptances thereunder, notwithstanding that such
interpretation may be inconsistent with any instructions of Borrowers.  At any time an Event of Default exists or
has occurred and is continuing, Agent shall have the sole and exclusive right
and authority to, and Borrowers shall not, (i) approve or resolve any
questions of non-compliance of documents, (ii) give any instructions as to
acceptance or rejection of any documents or goods or (iii) execute any and all
applications for steamship or airway guaranties, indemnities or delivery orders.  Agent may take such actions either in its
own name or in a Borrower’s name.  At
all times, Borrowers shall not, without the prior written consent of Agent,
grant any extensions of the maturity of, time of payment for, or time of
presentation of, any drafts, acceptances, or documents or agree to any
amendments, renewals, extensions, modifications, changes or cancellations of
any of the terms or conditions of any of the applications, Letter of Credit
Accommodations, or documents, drafts or acceptances thereunder or any letters
of credit included in the Collateral.


 


(g) 
Any rights, remedies, duties or obligations granted or undertaken by
each Borrower to any issuer or correspondent in any application for any Letter
of Credit Accommodation, or any other agreement in favor of any issuer or
correspondent relating to any Letter of Credit Accommodation, shall be deemed
to have been granted or undertaken by such Borrower to Agent and Lenders.  Any rights, remedies, duties or obligations
undertaken by Agent or any Lender to any issuer or correspondent in any
application for any Letter of Credit Accommodation, or any other agreement by
Agent or any Lender in favor of any issuer or correspondent relating to any
Letter of Credit Accommodation, shall be deemed to have been granted or
undertaken by the Borrower requesting such Letter of Credit Accommodation to
Agent or the applicable Lender(s) and to apply in all respects to such
Borrower.


 


(h) 
Immediately upon the issuance or amendment of any Letter of Credit
Accommodation, each Lender shall be deemed to have irrevocably and
unconditionally purchased and received, without recourse or warranty, an
undivided interest and participation to the extent of such Lender’s Pro Rata
Share of the liability with respect to such Letter of Credit Accommodation
(including, without limitation, all Obligations with respect thereto).


 


38

















 


3.3 Supplemental Loans.


 


(a) 
In addition to the Loans which may be made by Agent and Lenders to
Borrowers pursuant to Sections 3.1 and 3.2 of this Agreement, on or after the
date hereof, upon the request of Administrative Borrower made at any time after
the date hereof (or as otherwise provided for herein) and prior to the
Supplemental Loan Termination Date, and subject to and upon the terms and
conditions contained herein and the other Financing Agreements, each Lender
severally (and not jointly) agrees:


 


(i) 
On any Supplemental Loan Funding Date, Agent on behalf of Lenders, shall
make a Supplemental Loan to Doe Run, in the amount requested by Administrative
Borrower; provided, that, each such Supplemental Loan shall be in
the amount of the cash or other immediately available funds that has been
received by Agent from Renco Group in accordance with the terms of the Renco
Junior Participation Agreement in respect of the purchase price for the junior
participation interest of Renco Group in such Supplemental Loans to be made so
long as after giving effect to such Supplemental Loans, the aggregate amount of
all Supplemental Loans then outstanding shall not exceed the Supplemental Loan
Limit as then in effect.


 


(ii) 
At any time after Agent may send a Renco Secondary Funding Notice to
Renco Group in accordance with the Renco Junior Participation Agreement and Section
3.3(a)(iv) hereof, regardless of whether Agent has received any request by
Administrative Borrower for Supplemental Loans or Agent has received cash or
other immediately available funds from Renco Group which Agent may request from
Renco Group as the purchase price for a junior participation interest in such
Renco Secondary Funding Notice, Agent may, at its option, and if Agent has
received cash or other immediately available funds from Renco Group for such
purchase price, shall, deem any portion of the Borrowing Base Loans or
Borrowing Base LC Accommodations to be Supplemental Loans or Supplemental Loan
LC Accommodations; provided, that, any such Supplemental Loans or
Supplemental Loan LC Accommodations shall not: (A) exceed the amount which
Agent may request from Renco Group as the purchase price for a junior
participation interest in such Renco Secondary Funding Notice in accordance
with the terms of the Renco Junior Participation Agreement or (B) cause the
aggregate amount of all Supplemental Loans to exceed the Supplemental Loan
Limit as then in effect.  To the extent
that any Borrowing Base Loans or Borrowing Base LC Accommodations may for any
reason subsequently be deemed to be Supplemental Loans or Supplemental Loan LC
Accommodations, the amount of Supplemental Loans or Supplemental Loan LC
Accommodations otherwise available shall be reduced by the amount of such
Supplemental Loans or Supplemental Loan LC Accommodations. Any payments made by
Agent or Lenders to any issuer of a Supplemental Loan LC Accommodation and/or
related parties in connection with Supplemental Loan LC Accommodations shall
constitute additional Supplemental Loans.


 


(iii) 
At any time on and after an Initial Shortfall Day, Agent may send
to  Renco Group a Renco Primary Funding
Notice. If such notice is sent before 4:00 p.m. (New York City time) 


 


39

















 


on any  Business Day, it shall
be deemed sent on such Business Day. If such notice is sent after 4:00 p.m.
(New York City time) on any Business Day, it shall be deemed sent on the next
Business Day and such next Business Day shall instead be deemed to be such
Initial Shortfall Day (provided, that, (A) the aggregate Excess Availability of
Borrowers on such Business Day is less than $2,500,000 as of the close of
business on such day and (B) in the event that the aggregate amount of the
Excess Availability of Borrowers on such next Business Day is equal to or
greater than $2,500,000, then there shall not be an Initial Shortfall Day at
such time).


 


(iv) 
At any time after any Fifth Shortfall Day, Agent may send Renco Group a
Renco Secondary Funding Notice.  Except
as set forth in Section 3.3(b) hereof or otherwise herein, in the event that
Agent receives from Renco Group in cash or other immediately available funds
for the purchase price for the junior participation in the Supplemental Loan
requested in such Renco Secondary Funding Notice, prior to 12:00 p.m. (New York
City time) on any Business Day, Agent on behalf of Lenders shall make a Supplemental
Loan to Borrowers in accordance with the terms hereof on such Business
Day.  The obligation of Renco Group to
pay Agent the amount requested therein as the purchase price for the junior
participation in the Supplemental Loan to be made by Agent and Lenders to Doe
Run shall be absolute and unconditional in accordance with the terms of the
Renco Junior Participation Agreement, notwithstanding the occurrence of any
Event of Default or any act, condition, or event which with notice or passage
of time or both shall constitute an Event of Default or the commencement of any
Insolvency Proceeding by or against any Borrower, Obligor or Renco Group. Upon
the commencement of any Insolvency Proceeding by Renco Group or any other
insolvency statute or similar statute or in the event that Agent is otherwise
stayed from sending a Renco Primary Funding Notice or a Renco Secondary Funding
Notice, the obligations of Renco Group 
to pay the purchase price for any junior participation in the
Supplemental Loans shall automatically mature and become immediately due and
payable without any such notice or demand.


 


(v) Borrowers and Guarantors hereby
acknowledge and agree that any failure of Agent to send such notices to Renco
Group as specified above and to make any Supplemental Loans to Doe Run as a
result thereof shall not in any way affect the liability of Borrowers and/or
Guarantor with respect to the Obligations or result in any liability of Agent
or any Lender to Borrowers, any other Obligor or party.


 


(b) In the event that as of the date Agent
sends to Renco Group a Renco Secondary Funding Notice, Agent shall have
received written notice from a Lender or a Borrower of a material Event of
Default and such default exists and is continuing in the determination of Agent
(“Existing Default”) and Agent shall have received payment in full in cash or
other immediately available funds of the purchase price for the junior
participation interest of Renco Group in the Supplemental Loans as requested in
such notice, Agent and Lenders shall, notwithstanding that the condition set
forth in Section 4.3(c) hereof has not been satisfied, either: (i) make
Supplemental Loans up to such amounts received from Renco Group (subject to the
limitations set forth in Section 3.3(a)(i) and (ii) hereof), which shall be
applied to the Borrowing Base Loans as provided herein and, to the extent that
there is any Excess 


 


40

















 


Availability after giving effect thereto, shall make Borrowing Base
Loans in the amount of such Supplemental Loans or (ii) deem any portion of the
Borrowing Base Loans or Borrowing Base LC Accommodations to be Supplemental
Loans or Supplemental Loan LC Accommodations as provided herein and shall make
new Borrowing Base Loans or Borrowing Base LC Accommodations in the amount of
the Borrowing Base Loans or Borrowing Base LC Accommodations deemed to be
Supplemental Loans or Supplemental LC Accommodations so long as, in the case of
(i) or (ii), Agent has determined that (A) the making of such Borrowing Base
Loans by Agent and Lenders or the allocation of any Borrowing Base Loans or
Borrowing Base LC Accommodations to be Supplemental Loans or Supplemental LC
Accommodations shall not be deemed to be a waiver of any Existing Default or
any other Event of Default or any act, condition, or event which with notice or
passage of time or both would constitute an Event of Default which may have
occurred or which may occur whether similar to the Existing Default or
otherwise, (B) Renco Group has complied with all of its obligations under the
Renco Junior Participation Agreement and is not otherwise in default thereunder
or under any other agreement related to the financing arrangements of
Borrowers, (C) as of the date of and after giving effect to any such Borrowing
Base Loans or the allocation of any Borrowing Base Loans or Borrowing Base LC
Accommodations to be Supplemental Loans or Supplemental LC Accommodations, no
Event of Default or any act, condition, or event which with notice or passage
of time or both would constitute an Event of Default shall exist or have
occurred (other than the Existing Default) regardless of whether such Event of
Default or act, condition or event occurred on the date Agent sent the Renco
Secondary Funding Notice or after or is similar to the Existing Default or
otherwise, (D) as of such date, there has been no further deterioration in the
value of any of the Collateral or the ability of Agent and Lenders to realize
thereon or otherwise be paid in full (as defined in Section 9.2 hereof) all of
the Obligations by Borrowers on the terms and conditions set forth herein, (E)
no Borrower or Obligor is the subject of an Insolvency Proceeding, and (F) the
Supplemental Loan Termination Date shall not have occurred.  A copy of the notice regarding the Existing
Default shall be provided to Renco Group by a Borrower if such notice is given
by a Borrower to Agent, and if such notice is delivered by a Lender to Agent,
Agent shall use best efforts to provide a copy to Renco Group; provided,
that, the failure of Agent to provide such notice shall not affect any
of the obligations or liabilities of Borrowers hereunder or Renco Group under
the Renco Junior Participation Agreement.


 


(c) 
Except in the discretion of Majority Lenders, Borrowers shall not have
any right to request, and Agent and Lenders shall not make, any Supplemental
Loans in excess of the Supplemental Loan Limit then in effect or at any time on
or after the Supplemental Loan Termination Date or if such Supplemental Loan
would cause the Obligations to exceed the Maximum Credit.


 


(d) 
The proceeds of the Supplemental Loans shall be applied to the payment
of Obligations arising in respect of the Borrowing Base Loans.


 


(e) 
Without limiting any other rights of Agent or any Lender under this
Agreement or otherwise, Agent shall apply any payments it receives from or for
the account of  Doe Run (whether
identified as payments of the Supplemental Loans or otherwise) to any of the
Obligations in such order 


 


41

















 


and manner set forth in Section 9.2(b) hereof; provided, that,
any such payments received, including but not limited to, payments with the
proceeds of any Borrowing Base Loans or the proceeds of any sale, disposition
or other realization upon all or any part of the Collateral, shall only be
applied to repay the Obligations arising pursuant to the Supplemental Loans, if
each of the following conditions is satisfied as determined by Agent:


 


(i) as to any such repayment, Agent shall
have received prior written notice from Administrative Borrower that Borrowers
will make such payment not less than five (5) Business Days prior to the date
thereof,


 


(ii) for each of the sixty (60) consecutive
days immediately prior to the date of any such repayment, the aggregate Excess
Availability of Borrowers shall have been not less than $5,000,000,


 


(iii) as of the date of any such repayment
and after giving effect thereto, the aggregate Excess Availability of Borrowers
shall be not less than $5,000,000,


 


(iv) any such repayment must be made within
ten (10) Business Days of the notice provided to Agent in Section 3.3(e)(i)
hereof,


 


(v) 
as of the date of any such repayment, (A) the Renco Junior Participation
Agreement shall be in full force and effect (except for termination thereof in
accordance with their terms) and shall not be void or invalid and neither Renco
Group, nor any Borrower, Obligor or any other party thereto shall have
contested the validity or enforceablity of any term or provision hereof, (B)
Renco Group and each other party thereto shall have complied with all of the
terms, covenants, conditions or provisions of the Renco Junior Participation
Agreement and any other agreement of such parties in favor of Agent or any
Lender in connection with the financing arrangements among Borrowers, Agent and
Lenders, (C) Renco Group shall have honored all demands for payment under the
Renco Junior Participation Agreement, and shall not have denied it has any
further liability or obligation thereunder or have revoked, terminated or
purported to revoke or terminate the Renco Junior Participation Agreement or
any term or provision thereunder or hereunder and (D) no injunctive relief or
restraining order shall have been sought or granted which does or would, if granted
limit or impair the rights of Agent or any Lender to receive payment under the
Renco Junior Participation Agreement in accordance with the terms of the
foregoing or to retain any funds drawn or paid thereunder,


 


(vi) all amounts required to be paid pursuant
to Sections 9.2(b)(i), (ii), (iii) and (iv) hereof have been paid in full in
cash or other immediately available funds, and


 


(vii) as of the date of any such repayment
and after giving effect thereto, no Event of Default or act, condition or event
which with notice or passage of time or both would constitute an 


 


42

















 


Event of Default shall exist or have occurred and is continuing except
that this condition shall not apply with respect to any payments
permitted under Section 9.2(b) hereof.


 


(f) Subject to Section 3.3(k) hereof and the
satisfaction of each of the conditions set forth in Section 3.3(e) hereof and
the other rights of Agent and Lenders hereunder to receive payments from Renco
Group, to the extent that Agent receives any proceeds of any Borrowing Base
Loans or Collateral that are used to repay the Obligations arising pursuant to
the Supplemental Loans in accordance with this Section and Agent shall have had
received payment from Renco Group in full in cash or other funds for the
purchase price for its junior participation interest in such Supplemental
Loans, Agent shall remit such amounts to Renco Group.  Nothing contained herein shall be construed to require Agent to
remit any funds to Renco Group if Renco Group has failed to comply with any of
the terms thereof or to limit the Agent’s right setoff or recoupment against
amounts otherwise payable to Renco Group for amount owing to Agent and Lenders.


 


(g) 
The Supplemental Loans shall be secured by all of the Collateral.


 


(h) 
Notwithstanding anything to the contrary contained herein or in the
other Financing Agreements, unless sooner demanded by Agent in accordance with
the terms of this Agreement or the other Financing Agreements, each Borrower
further agrees that all outstanding and unpaid Obligations arising pursuant to
the Supplemental Loans (including without limitation, principal, interest,
fees, costs, expenses and other charges in respect thereof payable by Borrowers
to Agent) shall automatically, without notice or demand, be absolutely and
unconditionally due and payable and Borrowers shall pay to Agent in immediately
available funds all such Obligations on the Supplemental Loan Termination Date;
provided, that, Borrowers may only use proceeds of any Loans or
Collateral to repay the Obligations arising pursuant to the Supplemental Loans
if each of the conditions set forth in Section 3.3(e)  hereof is satisfied as determined by Agent.  Interest shall accrue and be due, until and
including the next Business Day, if the amount paid by Borrowers to the bank
account designated by Agent for such purpose is received in such bank account
later than 11:00 a.m., (New York City time).


 


(i) 
All of the Obligations arising pursuant to the Supplemental Loans shall
be due and owing on the Supplemental Loan Termination Date regardless of
whether Borrowers are permitted to make payments in respect to such Obligations
in accordance with Section 3.3(e) 
hereof.


 


(j) 
Each Borrower acknowledges and agrees that, notwithstanding anything to
the contrary contained in this Agreement or the Financing Agreements, the
failure of  Borrowers to pay all of the
Obligations arising pursuant to the Supplemental Loans on or before the  Supplemental Loan Termination Date or at any
other time that all or any portion of such Obligations may be payable hereunder
or otherwise, shall constitute an Event of Default regardless of whether
Borrowers are permitted to make payments in respect of such Obligations in
accordance with Section 3.3(e) 
hereof.  Without limiting any
other rights of Agent with respect to the establishment of reserves or
otherwise, 


 


43

















 


each Borrower acknowledges that Agent may from time to time, at its
option, establish reserves in the amount equal to the then accrued and unpaid
interest in respect of the Supplemental Loans.


 


(k) 
Each Borrower acknowledges and agrees that, in the event that after the
payment of any of the Obligations arising pursuant to the Supplemental Loans,
Agent determines that the conditions for such payment set forth in Section
3.3(e) above were not satisfied, such Obligations arising pursuant to the
Supplemental Loans shall be reinstated and continue as if any such payment had
not been received.


 


(l) 
For purposes of this Section 3.3, the term “Excess Availability” shall
be calculated without any deduction for unpaid trade payables and the book
overdraft notwithstanding anything to the contrary in Sections 1.57(a)(ii)(C)
and (b)(ii)(C) hereof.


 


3.4  Maximum Credit.  Except in Agent’s discretion, the aggregate
amount of the Loans and the Letter of Credit Accommodations outstanding at any
time shall not exceed the Maximum Credit.


 


3.5  Reserves.


 


(a) Without limiting any other rights and
remedies of Agent or Lenders hereunder or under the other Financing Agreements,
all Loans otherwise available to Borrowers shall be subject to Agent’s
continuing right in its discretion, to establish a reserve reducing the amounts
of Loans otherwise available to Borrowers and to increase and decrease such
reserve from time to time, if and to the extent that, in Agent’s judgment, such
reserve is necessary to protect Agent and/or Lenders against possible
non-payment for any reason by Account Debtors or possible non-payment of any of
the Obligations, or in respect of any state of facts which does or would, with
notice or passage of time or both, constitute an Event of Default hereunder or
for any other reason.


 


(b) In addition to any other rights of Agent
under this Agreement with respect to the establishment of reserves or
otherwise, and in addition to any other reserves at any time established by
Agent, Agent shall, effective on the date hereof, establish a reserve reducing
the amount of Borrowing Base Loans otherwise available to Borrowers in the
amount of the $5,000,000 (the “Special Availability Reserve”). The term
“reserves” as used herein and the other Financing Agreements shall be deemed to
include, in addition and not in limitation, the Special Availability Reserve.


 


(c) Without limiting any rights or remedies
of Agent under the Loan Agreement or any of the other Financing Agreements with
respect to the establishment of reserves or otherwise, Agent may establish
reserves to reflect (a) any past due Indebtedness described in Section 7.3(p)
of the Loan Agreement, (b) the failure of Agent to receive the certification
described in Section 7.19(f) of the Loan Agreement in accordance with the terms
of such Section or (c) any loss payments which constitute Insurance Premium
Collateral which shall have been deposited in or received in the lockbox or
blocked account established by Borrowers in connection with the Financing
Agreements or otherwise with 


 


44

















 


respect to Borrowers’ financing arrange­ments with Agent for the
handling of collections of Receivables or other assets.


 


3.6  Changes
in Laws and Increased Costs of Loans. 
If after the date hereof, either (i) any change in, or in the
interpretation of, any law or regulation is introduced, including, without
limitation, with respect to reserve requirements, applicable to Lender or any
banking or financial institution from whom any Lender borrows funds or obtains
credit (a “Funding Bank”), or (ii) a Funding Bank or any Lender complies with
any future guideline or request from any central bank or other Governmental
Authority or (iii) a Funding Bank or any Lender determines that the adoption of
any applicable law, rule or regulation regarding capital adequacy, or any
change therein, or any change in the interpretation or administration thereof
by any Governmental Authority, central bank or comparable agency charged with
the interpretation or administration thereof has or would have the effect
described below, or a Funding Bank or any Lender complies with any request or
directive regarding capital adequacy (whether or not having the force of law)
of any such authority, central bank or comparable agency, and in the case of
any event set forth in this clause (iii), such adoption, change or compliance
has or would have the direct or indirect effect of reducing the rate of return
on any Lender’s capital as a consequence of its obligations hereunder to a
level below that which Lender could have achieved but for such adoption, change
or compliance (taking into consideration the Funding Bank’s or Lender’s
policies with respect to capital adequacy) by an amount deemed by such Lender
to be material, and the result of any of the foregoing events described in
clauses (i), (ii) or (iii) is or results in an increase in the cost to any
Lender of funding or maintaining the Loans or the Letter of Credit
Accommodations, then Borrowers and Guarantors shall from time to time upon
demand by Agent pay to Agent additional amounts sufficient to indemnify Lenders
against such increased cost on an after-tax basis (after taking into account
applicable deductions and credits in respect of the amount indemnified); provided,
that, Borrowers shall have not liability for any such costs incurred
more than one hundred eighty (180) days prior to such demand.  A certificate as to the amount of such
increased cost and showing the basis for calculation thereof in reasonable
detail shall be submitted to a Administrative Borrower by Agent and shall be
conclusive, absent manifest error.


 


3.7  Mandatory
Prepayments.


 


(a) 
In the event that the outstanding amount of the Borrowing Base Loans to
Borrowers exceed the Borrowing Base of such Borrower, or any component of the
Borrowing Base Loans exceed the sublimits set forth in Section 3.1(b) hereof,
or the aggregate amount of the outstanding Letter of Credit Accommodations
exceed the sublimit for Letter of Credit Accommodations set forth in Section
3.2(d) hereof, or the aggregate amount of the Loans and the Letter of Credit
Accommodations outstanding at any time shall exceed the Maximum Credit, such
event shall not limit, waive or otherwise affect any rights of Agent and
Lenders in that circumstance or on any future occasions and Borrowers shall,
upon demand by Agent, which may be made at any time or from time to time,
immediately repay to Agent, for the ratable benefit of Lenders, the entire
amount of any such excess(es) for which 


 


45

















 


payment is demanded or in the case of Letter of Credit Accommodations,
provide cash collateral to Agent (for itself and the ratable benefit of
Lenders) in such amount.


 


(b) 
Subject to Section 10.1(e) hereof, all such payments in respect of the
Loans pursuant to this Section 3.7 shall be without premium or penalty.  All interest accrued on the principal amount
of the Loans paid pursuant to this Section 3.7 shall be paid, or may be charged
by Agent to the loan account(s) of Borrowers, at Agent’s option, on the date of
such payment.


 


3.8  Interest.


 


(a)  Interest on all of the Loans and other non-contingent Obligations
shall be payable by Borrowers to Agent, for the ratable benefit of Lenders, at
the Interest Rate.


 


(b) 
In no event shall the Interest Rate and other charges hereunder exceed
the highest rate permissible under any law which a court of competent
jurisdiction shall, in a final determination, deem applicable hereto.  In the event that a court determines that
Agent or Lenders has received interest and other charges hereunder in excess of
the highest rate applicable hereto, such excess shall be deemed received on
account of, and shall automatically be applied to reduce, the Obligations other
than interest in the inverse order of maturity, and the provisions hereof shall
be deemed amended to provide for the highest permissible rate.


 


(c) 
Subject to the foregoing, all interest charges hereunder or in
connection herewith shall be (i) computed as provided herein and in the other
Financing Agreements and (ii) paid monthly to Agent on the first day of each
calendar month, or, at Agent’s option, charged to a Borrower’s account(s)
maintained by Agent as of the first day of each calendar month and deemed paid
by the first amounts subsequently credited thereto.


 


(d) 
Without limiting the continuing right of Agent and Lenders to demand
payment of the Loans and other Obligations, or any portion thereof, in
accordance with the terms of this Agreement, or any of the other Financing
Agreements, all interest accruing hereunder on and after the date of any Event
of Default or termination or non-renewal hereof, shall be payable on demand.


 


3.9  Closing Fee.  Borrowers shall pay to Agent (for the
account of Lenders based upon their Pro Rata Shares), a closing fee of
$750,000, which fee is fully earned and payable on the date hereof.


 


3.10  Servicing Fee.  Borrowers shall pay monthly to Agent, for
its own account, a servicing fee in an amount equal to $10,000 for each month
or part thereof during the term of this Agreement and for so long thereafter as
any of the Obligations are outstanding, which fee shall be fully earned as of
and payable in advance on the first day of each month.


 


46

















 


3.11  Unused Line Fee.  Borrowers shall pay to Agent, for the
ratable benefit of Lenders, based upon their Pro Rata Shares, an unused line
fee at a rate equal to one-quarter (1/4%) percent per annum calculated upon the
amount (if any) by which (a) the Maximum Credit exceeds (b) the
average aggregate daily principal balance of the Loans and Letter of Credit
Accommodations outstanding during the immediately preceding month (or part
thereof) while this Agreement is in effect and for so long thereafter as any of
the Obligations are outstanding, which fee shall be payable on the first day of
each month in arrears.


 


3.12  Authorization
to Make Loans.  Agent is
authorized to make the Loans and provide the Letter of Credit Accommodations
based upon telephonic or other instructions received from anyone purporting to
be an officer of Administrative Borrower or other authorized person or, at the
discretion of Agent, if such Loans are necessary to satisfy any
Obligations.  All requests for Loans or
Letter of Credit Accommodations hereunder shall specify the date on which the
requested Loan is to be made or Letter of Credit Accommodation established
(which day shall be a Business Day) and the amount of the requested Loan and
Letter of Credit Accommodation. 
Requests received after 11:00 a.m. (New York City time) on any day shall
be deemed to have been made as of the opening of business on the immediately
following Business Day.  All Loans and
Letter of Credit Accommodations under this Agreement shall be conclusively
presumed to have been made to, and at the request of and for the benefit of,
Borrowers when deposited to the credit of a Borrower or otherwise disbursed or
established in accordance with the instructions of a Borrower or in accordance
with the terms and conditions of this Agreement.


 


3.13  Settlement
Procedures.


 


(a) 
Notwithstanding any other provision of this Agreement, and in order to
administer the Credit Facility in an efficient manner and to reduce the number
of fund transfers between Lenders and Agent, Borrowers, Lenders and Agent agree
that Agent may (but shall not be obligated to), and Borrowers and Lenders
hereby irrevocably authorize the Agent to, fund, on behalf of the Lenders,
Loans pursuant to Sections 3.1 and 3.3 hereof, subject to the procedures for
settlement set forth in this Section 3.13; provided, that, (i)
other than to fund Loans to make payments to the issuer of any of the Letter of
Credit Accommodations or for costs and expenses as provided for herein, Agent
shall in no event fund such Loans if the Agent shall have received written
notice from the Majority Lenders on the Business Day prior to the day of the
proposed Loan that one or more of the applicable conditions precedent contained
in Section 4 will not be satisfied on the day of the proposed Loan, and (ii)
Agent shall not otherwise be required to determine that, or take notice
whether, the applicable conditions precedent in Section 4 have been
satisfied.


 


(b) 
With respect to all periods for which the Agent has funded Loans
pursuant to Section 3.13(a) above, the amount of each Lender’s Pro Rata Share
in the outstanding Loans and Letter of Credit Accommodations shall be computed
weekly, and shall be adjusted upward or downward on the basis of the amount of
the outstanding Loans as of the close of business on the Business Day 


 


47

















 


immediately preceding the date of each settlement computation; provided,
that, Agent retains the absolute right at any time or from time to time
to make the above described adjustments at intervals more frequent than
weekly.  Agent shall deliver to each of
Lenders after the end of each week, or such lesser period or periods as Agent
shall determine, a summary statement of the amount of outstanding Loans for
such period (such week or lesser period or periods being hereinafter referred
to as a “Settlement Period”).  If the
summary statement is sent by Agent and received by a Lender prior to
12:00 noon (New York City time) then such Lender shall make the settlement
transfer described in this Section by no later than 2:00 p.m. (New York
City time) on the day such summary statement was sent, and if such summary
statement is sent by Agent and received by a Lender after 12:00 noon (New York
City time), such Lender shall make such settlement transfer by no later than
2:00 p.m. (New York City time) on the next Business Day following the date of
the receipt of such summary statement. 
If, as of the end of any Settlement Period, the amount of a Lender’s Pro
Rata Share of the outstanding Loans is more than such Lender’s Pro Rata Share
of the outstanding Loans as of the end of the previous Settlement Period, then
such Lender shall forthwith (but in no event later than the time set forth in
the preceding sentence) transfer to Agent by wire transfer in immediately
available funds the amount of the increase. 
If the amount of a Lender’s Pro Rata Share of the outstanding Loans in
any Settlement Period is less than the amount of such Lender’s Pro Rata Share
of the outstanding Loans for the previous Settlement Period, Agent shall
forthwith transfer to such Lender by wire transfer in immediately available
funds the amount of the decrease.  The
obligation of each of the Lenders to transfer such funds and effect such
settlement shall be irrevocable and unconditional and without recourse to or
warranty by Agent.  Each of Agent and Lenders
agrees to mark its books and records at the end of each Settlement Period to
show at all times the dollar amount of its Pro Rata Share of the outstanding
Loans and Letter of Credit Accommodations. 
Each Lender shall only be entitled to receive interest on its Pro Rata
Share of the Loans which have been funded by such Lender.


 


(c) 
To the extent that Agent has made any such amounts available and the
settlement described above shall not yet have occurred, upon repayment of any
Loans by Borrowers, Agent may apply such amounts repaid directly to any amounts
made available by Agent pursuant to this Section 3.13.  In lieu of weekly or more frequent
settlements, Agent may at any time require each Lender to provide Agent with
immediately available funds representing its Pro Rata Share of each Loan, prior
to Agent’s disbursement of such Loan to or for the benefit of Borrower.  In such event, all Loans under this
Agreement shall be made by the Lenders simultaneously and proportionately to
their Pro Rata Shares.  No Lender shall
be responsible for any default by any other Lender in the other Lender’s
obligation to make a Loan requested hereunder nor shall the Commitment of any
Lender be increased or decreased as a result of the default by any other Lender
in the other Lender’s obligation to make a Loan requested hereunder.


 


(d) 
If Agent is not funding a particular Loan pursuant to Section 3.13(a)
above on any day, Agent may assume that each Lender will make available to
Agent such Lender’s Pro Rata Share of the Loan requested or otherwise made on
such day and Agent may, in its discretion, but shall not be obligated to, cause
a corresponding amount to be made available to Borrowers on such day.  If Agent 


 


48

















 


makes such corresponding amount available to a Borrower and such
corresponding amount is not in fact made available to Agent by such Lender,
Agent shall be entitled to recover such corresponding amount on demand from
such Lender together with interest thereon for each day from the date such
payment was due until the date such amount is paid to Agent at the Interest
Rate.  During the period in which such
Lender has not paid such corresponding amount to Agent, notwithstanding
anything to the contrary contained in this Agreement or any of the other
Financing Agreements, the amount so advanced by Agent to a Borrower shall, for
all purposes hereof, be a Loan made by Agent for its own account.  Upon any such failure by a Lender to pay
Agent, Agent shall promptly thereafter notify such Borrower of such failure and
such Borrower shall immediately pay such corresponding amount to Agent for its
own account.


 


(e) 
Nothing in this Section 3.13 or otherwise in this Agreement or the other
Financing Agreements shall be deemed to require Agent to advance funds on
behalf of any Lender or to relieve any Lender from its obligation to fulfill
its Commitment hereunder or to prejudice any rights that Agent or Borrowers may
have against any Lender as a result of any default by such Lender hereunder.


 


3.14  Use of Proceeds.  All Loans made by Agent on behalf of Lenders
or made or provided by Lenders to or for the account of Borrowers pursuant to
this Agreement and the other Financing Agreements shall be used by Borrowers
for general operating and working capital purposes of Borrowers and such other
purposes as permitted by the terms hereof.


 


3.15  Joint
and Several Liability. 
Borrowers shall be liable for all amounts due to Agent and Lenders under
this Agreement, regardless of which Borrower actually receives the Loans or
other extensions of credit hereunder or the amount of such Loans received or
the manner in which Lender accounts for such Loans, Letter of Credit
Accommodations or other extensions of credit on its books and records.  The Obligations with respect to Loans made
to a Borrower, and the Obligations arising as a result of the joint and several
liability of a Borrower hereunder, with respect to Loans made to the other
Borrower hereunder, shall be separate and distinct obligations, but all such
other Obligations shall be primary obligations of both Borrowers.  The Obligations arising as a result of the
joint and several liability of a Borrower hereunder with respect to Loans,
Letter of Credit Accommodations or other extensions of credit made to the other
Borrower hereunder shall, to the fullest extent permitted by law, be
unconditional irrespective of (a) the validity or enforceability,
avoidance or subordination of the Obligations of the other Borrower or of any
promissory note or other document evidencing all or any part of the Obligations
of the other Borrower, (b) the absence of any attempt to collect the
Obligations from the other Borrower or any other security therefor, or the
absence of any other action to enforce the same, (c) the waiver, consent,
extension, forbearance or granting of any indulgence by Agent or any Lender
with respect to any provisions of any instrument evidencing the Obligations of
the other Borrower, or any part thereof, or any other agreement now or hereafter
executed by the other Borrower and delivered to Agent or any Lender, (d) the
failure by Agent to take any steps to perfect and maintain its security
interest in, or to preserve its rights and maintain its security or collateral
for the Obligations of the other Borrower, (e) the election of Agent in
any proceeding instituted under the 


 


49

















 


Bankruptcy Code, of the application of Section 1111(b)(2) of the
Bankruptcy Code, (f) any borrowings or grant or a security interest by the
other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy
Code, (g) the disallowance of all or any portion of the claim(s) of Agent
for the repayment of the Obligations of the other Borrower under Section 502 of
the Bankruptcy Code, or (h) any other circumstances which might constitute
a legal or equitable discharge or defense of a guarantor or of the other
Borrower.  With respect to the
Obligations arising as a result of the joint and several liability of a
Borrower hereunder with respect to Loans, Letter of Credit Accommodations or
other extensions of credit made to the other Borrower hereunder, each Borrower
waives, until the Obligations shall have been paid in full and this Agreement
shall have been terminated, any right to enforce any right of subrogation or
any remedy which Agent or any Lender now has or may hereafter have against
Borrowers, any endorser or any guarantor of all or any part of the Obligations,
and any benefit of, and any right to participate in, any security or collateral
given to Agent or any Lender.  Upon any
Event of Default, Agent may proceed directly and at once, without notice
(except as otherwise specifically provided for herein), against a Borrower to collect
and recover the full amount, or any portion of the Obligations, without first
proceeding against the other Borrower or any other Person, or against any
security or collateral for the Obligations. 
Each Borrower consents and agrees that Agent and Lenders shall be under
no obligation to marshall any assets in favor of Borrower(s) or against or in
payment of any or all of the Obligations.


 


3.16  Appointment of Administrative
Borrower for Requesting Loans and Receipts of Loans and Statements.


 


(a) 
Each Borrower hereby irrevocably appoints and constitutes Administrative
Borrower as its agent to request and receive Loans and Letter of Credit
Accommodations pursuant to this Agreement and the other Financing Agreements
from Lender in the name or on behalf of such Borrower.  Agent and Lenders may disburse the Loans to
such bank account of Administrative Borrower or a Borrower or otherwise make
such Loans to a Borrower and provide such Letter of Credit Accommodations to a
Borrower as Administrative Borrower may designate or direct, without notice to
any other Borrower.  Notwithstanding
anything to the contrary contained herein, Agent may at any time and from time
to time require that Loans to or for the account of any Borrower be disbursed
directly to an operating account of such Borrower.


 


(b) 
Administrative Borrower hereby accepts the appointment by Borrowers to
act as the agent of Borrowers pursuant to this Section 3.16.  Administrative Borrower shall ensure that
the disbursement of any Loans to each Borrower requested by or paid to or for
the account of Borrowers, or the issuance of any Letter of Credit
Accommodations for a Borrower hereunder, shall be paid to or for the account of
such Borrower.


 


(c) 
Each Borrower hereby irrevocably appoints and constitutes Administrative
Borrower as its agent to receive statements on account and all other notices
from Agent with respect to the


 


50

















 


Obligations or otherwise under or in connection with this Agreement and
the other Financing Agreements.


 


(d) 
Any notice, election, representation, warranty, agreement or undertaking
by or on behalf of any other Borrower or by Administrative Borrower shall be
deemed for all purposes to have been made by such Borrower, as the case may be,
and shall be binding upon and enforceable against such Borrower to the same
extent as if made directly by such Borrower.


 


(e) 
No purported termination of the appointment of Administrative Borrower
as agent as aforesaid shall be effective, except after ten (10) days’ prior
written notice to Agent.


 


SECTION
4.  CONDITIONS PRECEDENT TO LOANS AND
OTHER FINANCIAL ACCOMMODATIONS


 


4.1  Conditions
Precedent to Initial Loans and Letter of Credit Accommodations to Borrowers.  Each of the following is a condition
precedent to the amendment and restatement of the Obligations under the
Existing Loan Agreement and the initial Borrowing Base Loans and Borrowing Base
LC Accommodations to Borrowers pursuant to this Agreement and the other
Financing Agreements which shall be satisfied in a manner acceptable to Agent
and each Lender (any of which may be waived, in whole or in part, only by Agent
and all Lenders in writing):


 


(a) 
Agent shall have received, in form and substance satisfactory to Agent,
a consolidated pro-forma balance sheet of Doe Run and its Subsidiaries
(including for this purpose, Doe Run Cayman and its Subsidiaries) reflecting
the initial transactions contemplated hereunder, including, but not limited to,
the transactions contemplated by the Existing Note Exchange Offer,  Term Loan Documents and the New Secured Note
Agreements, accompanied by a certificate dated of even date herewith of the
chief financial officer or treasurer of Doe Run acceptable to Agent stating
that such pro-forma balance sheet represents the reasonable, good faith opinion
of such officer as to the subject matter thereof as of the date hereof;


 


(b) 
Agent shall have received, in form and substance satisfactory to Agent,
evidence that the New Secured Notes, the other New Secured Note Agreements and
all agreements, documents and instruments relating thereto (including without
limitation, the New Secured Note Intercreditor Agreement) have been duly
authorized, executed and delivered by the parties thereto in accordance with
their terms,


 


(c) 
Agent shall have received, in form and substance satisfactory to Agent,
evidence that (i) Doe Run has received cash or other immediately available
funds in the aggregate amount of $15,035,000 constituting the proceeds of the
Initial Term Loan pursuant to the terms of the Term Loan Documents, (ii) Doe
Run has received $20,000,000 in cash or other immediately available funds from 


 


51

















 


Renco Group pursuant to the terms of the Renco Preferred Stock Purchase
Agreement (inclusive of the amounts referenced in Section 4.1(d) hereof which
shall be applied to the purchase price to be paid by Renco Group to Doe Run in
respect of the Renco Preferred Stock), and (iii) Doe Run has used the entire
amount of its special term deposit held by Banco de Credito pursuant to Prior
Banco de Credito Agreements to make a loan in the amount of $139,062,500 to Doe
Run Peru and Doe Run Peru has received $139,062,500 in cash or other
immediately available funds as a loan from Doe Run which Indebtedness is
evidenced by the Doe Run Peru Intercompany Note and the proceeds of such loan
shall have been applied to satisfy in full the existing Indebtedness of Doe Run
Peru to Banco de Credito pursuant to the Prior Banco de Credito Agreements,


 


(d) 
Agent shall have received, in form and substance satisfactory to Agent,
written instructions from Renco Group instructing Congress to pay to Agent, for
the benefit of Doe Run, the $5,066,009 of the existing cash collateral held by
Congress and delivered by Renco Group to Congress, prior to the date hereof,
pursuant to the terms of the Cash Collateral Pledge Agreement, dated January 4,
2002, by and among Renco Group and Congress and Agent shall apply such amount
to the Obligations outstanding on the date hereof, and such amount shall be deemed
to be a portion of the purchase price to be paid by Renco Group to Doe Run for
the Renco Preferred Stock pursuant to the Renco Preferred Stock Purchase
Agreement;


 


(e) 
Agent shall have received, in form and substance satisfactory to Agent,
(i) all other consents, waivers, acknowledgments, releases, terminations and
other agreements and documents from third persons which Agent may deem
necessary or desirable in order to permit, protect and perfect its security
interests in and liens upon the Collateral or to effectuate the provisions or
purposes of this Agreement, the other Financing Agreements, Existing Note
Exchange Offer, Term Loan Documents and the New Secured Note Agreements,
including any consent or amendment required under the Banco de Credito Agreements
and the Existing Note Agreements, (ii) evidence in form and substance
satisfactory to Agent that the Existing Notes in an amount not less than the
minimum amount required pursuant to the Exchange Offer Agreements shall have
been tendered for exchange for New Secured Notes pursuant to the Existing Notes
Exchange Offer, and shall not have been withdrawn, prior to the expiration of
the Existing Notes Exchange Offer, and (iii) all other conditions precedent to
the Existing Notes Exchange Offer (other than the issuance of the New Secured
Notes pursuant to the Existing Notes Exchange Offer) shall have been satisfied.


 


(f) 
each Borrower shall have established a lockbox and the Blocked Accounts
for its collections and the transfer thereof to Agent, which shall be in form
and substance satisfactory to Agent, in accordance with Section 9.1 hereof;


 


(g) 
Agent shall have received true, correct and complete copies of each of
the following as duly executed by the parties thereto: (i) the Tax Sharing
Agreement, (ii) all Material Contracts, (iii) the Banco de Credito
Agreements, (iv) the Term Loan Documents (including without limitation the Term
Loan Intercreditor Agreement), (v) the Renco Junior Participation Agreement, (vi)
the Renco 


 


52

















 


Preferred Stock Purchase Agreement, (vii) the Exchange Offer Agreements
(including the New Secured Note Intercreditor Agreement), and (viii) the Doe
Run Peru Intercompany Note;


 


(h) 
Agent shall have received evidence of insurance and loss payee
endorsements required under this Agreement and under the other Financing
Agreements, in form and substance satisfactory to Agent, and certificates of
insurance policies and/or endorsements naming Agent as loss payee, all at
Borrowers’ cost and expense;


 


(i) 
Agent shall have received evidence, in form and substance satisfactory
to Agent, that Agent has, or will have upon the filing of appropriate financing
statement amendments, a valid perfected first priority security interest in all
of the Collateral;


 


(j) 
Agent shall have received and reviewed UCC search results for all
jurisdictions in which assets of Borrowers are located in the United States,
which search results shall be in form and substance satisfactory to Agent;


 


(k) 
all requisite corporate or limited liability company action and
proceedings in connection with this Agreement and the other Financing
Agreements shall be satisfactory in form and substance to Agent, and Agent
shall have received all information and copies of all documents, including
records of requisite corporate or limited liability company action and
proceedings which Agent may have requested in connection therewith, such
documents where requested by Agent or its counsel to be certified by
appropriate corporate officers or Governmental Authority (and including a copy
of the certificate of incorporation or organizational documents of each
Borrower and Guarantor (including the Amended Certificate of Incorporation)
certified by the Secretary of State (or equivalent Governmental Authority)
which shall set forth the same complete corporate name of such Borrower or
Guarantor as is set forth herein and such document as shall set forth the
organizational identification number of each Borrower or Guarantor, if one is
issued in its jurisdiction of incorporation or organization);


 


(l) 
Agent shall have received not less than $20,000,000 (including the
$5,066,009 paid to Agent for the benefit of Doe Run as described in Section
4.1(d) hereof) from, or on behalf of Doe Run, which amount shall be applied by
Agent to the Obligations outstanding on the date hereof in accordance with the
terms and conditions of the Loan Agreement;


 


(m) 
Agent shall have received, in form and substance satisfactory to Lender,
an opinion letter of counsel to Borrowers with respect to the Existing Note
Exchange Offer, New Secured Note Agreements, the transactions contemplated
therein, the Financing Agreements and such other matters as Lender or its
counsel may request; and


 


(n) 
this Agreement, the other Financing Agreements and all instruments and
documents hereunder and thereunder shall have been duly authorized, executed
and delivered to Agent, in form and substance satisfactory to Agent.


 


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4.2  Conditions
Precedent to All Loans and Letter of Credit Accommodations to Buick Recycling.  Notwithstanding anything to the contrary in
Sections 1.16 and 3.1(a) above, and in addition to all of the conditions set
forth in Section 4.1 hereon, each of the conditions set forth in Section 7.6(c)
hereof shall be satisfied in a manner acceptable to Agent and each Lender and
no Accounts or Inventory of Buick Recycling shall, on and after the date
hereof, be considered Eligible Accounts or Eligible Inventory or Eligible
Stores Inventory and Agent and Lenders shall have no obligation to make, and
Buick Recycling will have no right to request, any Loans or other financial
accommodations hereunder unless and until each of such conditions is so
satisfied and Agent shall have conducted a field examination with respect to
Buick Recycling, its assets and its business, and in no event shall such
Accounts or Inventory or any Accounts or Inventory transferred to Buick
Recycling pursuant to the transactions described in the Buick Asset Transfer
Documents be deemed Eligible Accounts or Eligible Inventory or Eligible Stores
Inventory unless the results of such field examination shall be satisfactory to
Agent in all respects (and reporting with respect to all such assets shall have
been included in the accounting systems of Buick Recycling in a manner
satisfactory to Agent) and then only to the extent the criteria for Eligible
Accounts and Eligible Inventory and Eligible Stores Inventory set forth herein
are satisfied with respect thereto (or as modified by Agent to reflect the
results of Agent’s field examination, including any separate advance percentage
with respect to such Accounts or Inventory or Reserves as Agent may determine
in good faith), and upon the request of Agent, the Accounts and Inventory
acquired by Buick Recycling pursuant to such transfer shall at all times after
such transfer be separately identified and reported to Agent in a manner
satisfactory to Agent.


 


4.3  Conditions
Precedent to All Borrowing Base Loans and Letter of Credit Accommodations.  In addition to all of the conditions set
forth in Section 4.1 and 4.2 hereof, each of the following is an additional
condition precedent to the Borrowing Base Loans and Borrowing Base LC
Accommodations to Borrowers, including the initial Borrowing Base Loans and
Borrowing Base LC Accommodations and any future Borrowing Base Loans and
Borrowing Base LC Accommodations:


 


(a) 
all representations and warranties contained herein and in the other
Financing Agreements shall be true and correct in all respects with the same
effect as though such representations and warranties had been made on and as of
the date of the making of each such Loan or providing each such Letter of
Credit Accommodation and after giving effect thereto, except to the extent that
such representation and warranties expressly relate solely to an earlier date
(in which case such representations and warranties shall have been true and
accurate on and as of such earlier date);


 


(b) 
no law, regulation, order, judgment or decree of any Governmental
Authority shall, and Lender shall not have received any notice that any action,
suit, investigation, litigation or proceeding is pending or threatened in any
court or before any arbitrator or Governmental Authority which (i) purports
to enjoin, prohibit, restrain or otherwise affect (A) the making of the
Loans or (B) the consummation of the transactions contemplated pursuant to
the terms hereof or the other Financing Agreements, the Exchange Offer
Agreements, the New Secured Note Agreements, the Term Loan 


 


54

















 


Documents or the Renco Preferred Stock Purchase Agreements, or (ii) has
or could reasonably be expected to have a Material Adverse Effect; and


 


(c) 
no Event of Default and no event or condition which, with notice or
passage of time or both, would constitute an Event of Default, shall exist or
have occurred and be continuing on and as of the date of the making of such
Loan or providing each such Letter of Credit Accommodation and after giving
effect thereto.


 


4.4 Conditions Precedent to
Supplemental Loans and Supplemental Loan LC Accommodations.  In addition to all of the conditions set
forth in Section 4.1 hereon, each of the following is an additional condition
precedent to any Borrowing Base Loans and Supplemental Loan LC Accommodations
to Borrowers:


 


(a) 
all representations and warranties contained herein and in the other
Financing Agreements shall be true and correct in all respects with the same
effect as though such representations and warranties had been made on and as of
the date of the making of each such Loan or providing each such Letter of
Credit Accommodation and after giving effect thereto, except to the extent that
such representation and warranties expressly relate solely to an earlier date
(in which case such representations and warranties shall have been true and
accurate on and as of such earlier date); and


 


(b) 
no law, regulation, order, judgment or decree of any Governmental
Authority shall, and Lender shall not have received any notice that any action,
suit, investigation, litigation or proceeding is pending or threatened in any
court or before any arbitrator or Governmental Authority which (i) purports
to enjoin, prohibit, restrain or otherwise affect (A) the making of the
Loans or (B) the consummation of the transactions contemplated pursuant to
the terms hereof or the other Financing Agreements, the Exchange Offer
Agreements, the New Secured Note Agreements, the Term Loan Documents or the
Renco Preferred Stock Purchase Agreements, or (ii) has or could reasonably
be expected to have a Material Adverse Effect.


 


 


SECTION
5.  COLLATERAL


 


5.1 
As collateral security for the prompt performance, observance and
payment in full of all of the Obligations, each Borrower hereby grants, pledges
and assigns to Agent for itself and the ratable benefit of Lenders, and
confirms, reaffirms and restates its prior grant to Agent (as successor to
Congress) of, a continuing security interest in and a lien upon, and a right of
setoff against, and hereby assigns to Agent, for itself and the ratable benefit
of Lenders, as security, all of the following now owned and hereafter acquired
or existing assets and properties of such Borrower (which assets and
properties, together with all other collateral security for the Obligations
granted to or otherwise held or acquired by Agent or any Lender are referred to
herein as the “Collateral”):


 


55

















 


(a) 
all Accounts;


 


(b) 
all contracts, contract rights, licenses, customer lists and other
general intangibles relating to any Receivables or other property described in
this Section 5, including, without limitation, all Intellectual Property to the
extent affixed to, or to be affixed to, any Inventory or other property
described in this Section 5 for purposes of selling the same, or otherwise
necessary or reasonably desirable in connection with the collection, sale or
other disposition of the Receivables or any of the other property described in
this Section 5, choses in action, causes of action and other claims and rights
relating to the Receivables and Inventory, including, without limitation, those
against Account Debtors, and against shippers and carriers, agreements or
arrangements with sales agents, distributors or the like and/or consignees,
warehouses or other third persons in possession of any Inventory, and guaranty
or warranty claims with respect to Receivables or Inventory;


 


(c) 
all Inventory;


 


(d) 
all chattel paper, including, without limitation, all tangible and
electronic chattel paper;


 


(e) 
all instruments that evidence or relate to any Receivables or other
property described in this Section 5, including, without limitation, all
promissory notes that evidence or relate to any Receivables or other property
described in this Section 5;


 


(f) 
all documents which relate to any Receivables or other property
described in this Section 5 and documents of title with respect to any
Inventory or which evidence or relate to indebtedness arising pursuant to
Receivables or other property described in this Section 5;


 


(g) 
all Blocked Accounts, or any deposit account (or other account) used in
connection with the collection of Receivables or other property described in
this Section 5 or the remittance thereof to Agent or any Lender, or containing
proceeds of Receivables or other property described in this Section 5;


 


(h) 
all letters of credit, banker’s acceptances and similar instruments and
including all letter-of-credit rights relating to any Receivables or other
property described in this Section 5;


 


(i) 
all supporting obligations and all present and future liens, security
interests, rights, remedies, title and interest in, to and in respect of
Receivables and other Collateral, including (i) rights and remedies under or
relating to guaranties, contracts of suretyship, letters of credit and credit
and other insurance related to the Collateral, (ii) rights of stoppage in
transit, replevin, repossession, reclamation and other rights and remedies of
an unpaid vendor, lienor or secured party, (iii) goods described in invoices,
documents, contracts or instruments with respect to, or otherwise representing
or evidencing, Receivables or other Collateral, including returned, repossessed
and reclaimed goods, and 


 


56

















 


(iv) deposits by and property of account debtors or other persons
securing the obligations of account debtors;


 


(j) 
all of the following now or hereafter held or received by or in transit
to Agent, any Lender or its Affiliates or at any other depository or other
institution from or for the account of any Borrower, whether for safekeeping,
pledge, custody, transmission, collection or otherwise: (i) all investment
property (including securities, whether certificated or uncertificated,
securities accounts, security entitlements, commodity contracts or commodity
accounts) and (ii) all monies, credit balances, deposits and other property of
any Borrower;


 


(k) 
all commercial tort claims relating to any Receivables or other property
described in this Section 5;


 


(l) 
to the extent not otherwise described above, all Receivables;


 


(m) 
all Records; and


 


(n) 
all products and proceeds of the foregoing, in any form, including
insurance proceeds and all claims against third parties for loss or damage to
or destruction of or other involuntary conversion of any kind or nature of any
or all of the other Collateral.


 


5.2 
For purposes of Section 5.1 hereof, the Collateral shall not include (a)
the U.S. Services Agreements listed on Schedule 1.167 hereto or Accounts
arising in the ordinary course of business payable by Doe Run Peru to Doe Run
under the U.S. Services Agreements listed on Schedule 1.167 hereto; (b) the Doe
Run Peru Intercompany Note; and (c) the shares of Capital Stock owned by any
Borrower in any Subsidiary (including, for this purpose, Doe Run Cayman and its
Subsidiaries).


 


5.3  (a)  Each Borrower irrevocably and
unconditionally authorizes Agent (or its Agent) to file at any time and from
time to time such financing statements with respect to the Collateral naming
Agent or its designee as the secured party and such Borrower as debtor, as
Agent may require, and including any other information with respect to such
Borrower or otherwise required by part 5 of Article 9 of the Uniform Commercial
Code of such jurisdiction as Agent may determine, together with any amendment
and continuations with respect thereto, which authorization shall apply to all
financing statements filed on, prior to or after the date hereof.  Each Borrower hereby ratifies and approves
all financing statements naming Agent or its designee as secured party and such
Borrower, as the case may be, as debtor with respect to the Collateral (and any
amendments with respect to such financing statements) filed by or on behalf of
Agent prior to the date hereof and ratifies and confirms the authorization of
Agent to file such financing statements (and amendments, if any).  Each Borrower hereby authorizes Agent to
adopt on behalf of such Borrower any symbol required for authenticating any
electronic filing.  In the event that
the description of the collateral in any financing statement naming Agent or
its designee as the secured party and any Borrower as debtor includes assets
and properties of such Borrower that


 


57

















 


do not at any time constitute
Collateral, whether hereunder, under any of the other Financing Agreements or
otherwise, the filing of such financing statement shall nonetheless be deemed
authorized by such Borrower to the extent of the Collateral included in such
description and it shall not render the financing statement ineffective as to
any of the Collateral or otherwise affect the financing statement as it applies
to any of the Collateral, and Agent agrees, upon the request of any Borrower,
and at Borrowers’ expense, to file such amendments or partial releases as shall
be necessary to cause such financing statements to cover only the
Collateral.  In no event shall any
Borrower at any time file, or permit or cause to be filed, any correction
statement or termination statement with respect to any financing statement (or
amendment or continuation with respect thereto) naming Agent or its designee as
secured party and such Borrower as debtor.


 


(b)  Each Borrower does not have any chattel
paper (whether tangible or electronic) or instruments constituting Collateral
as of the date hereof.  In the event
that any Borrower shall be entitled to or shall receive any chattel paper or
instrument constituting Collateral after the date hereof, Borrowers shall
promptly notify Agent thereof in writing. 
Promptly upon the receipt thereof by or on behalf of any Borrower
(including by any Agent or representative), such Borrower shall deliver, or
cause to be delivered to Agent, all tangible chattel paper and instruments that
evidence or relate to any Receivables or Inventory that such Borrower has or
may at any time acquire, accompanied by such instruments of transfer or
assignment duly executed in blank as Agent may from time to time specify, in
each case except as Agent may otherwise agree. 
At Agent’s option, each Borrower shall, or Agent may at any time on
behalf of any Borrower, cause the original of any such instrument or chattel
paper to be conspicuously marked in a form and manner acceptable to Agent with
the following legend referring to chattel paper or instruments as applicable:
“This [chattel paper][instrument] is subject to the security interest of
Congress Financial Corporation and any sale, transfer, assignment or
encumbrance of this [chattel paper][instrument] violates the rights of such
secured party.”


 


(c)  In the event that any Borrower shall at any
time hold or acquire an interest in any electronic chattel paper or any
“transferable record” (as such term is defined in Section 201 of the Federal
Electronic Signatures in Global and National Commerce Act or in Section 16 of
the Uniform Electronic Transactions Act as in effect in any relevant
jurisdiction), such Borrower shall promptly notify Agent thereof in writing.  Promptly upon Agent’s request, such Borrower
shall take, or cause to be taken, such actions as Agent may request to give
Agent control of such electronic chattel paper under Section 9-105 of the UCC
and control of such transferable record under Section 201 of the Federal
Electronic Signatures in Global and National Commerce Act or, as the case may
be, Section 16 of the Uniform Electronic Transactions Act, as in effect in such
jurisdiction.


 


(d)  Each Borrower does not have any deposit
accounts as of the date hereof, except as set forth on Schedule 6.17.  Borrowers shall not, directly or indirectly,
after the date hereof open, establish or maintain any deposit account unless
each of the following conditions is satisfied: 
(i) Agent shall have received not less than five (5) Business Days prior
written notice of the intention of any Borrower to open or establish such
account which notice shall specify in reasonable detail and 


 


58

















 


specificity acceptable to Agent
the name of the account, the owner of the account, the name and address of the
bank at which such account is to be opened or established, the individual at
such bank with whom such Borrower is dealing and the purpose of the account, (ii)
the bank where such account is opened or maintained shall be acceptable to
Agent, and (iii) on or before the opening of such deposit account, such
Borrower shall as Agent may specify either (A) deliver to Agent a Deposit
Account Control Agreement with respect to such deposit account duly authorized,
executed and delivered by such Borrower and the bank at which such deposit
account is opened and maintained or (B) arrange for Agent to become the
customer of the bank with respect to the deposit account on terms and
conditions acceptable to Agent. The terms of this subsection (d) shall not
apply to deposit accounts specifically and exclusively used for payroll,
payroll taxes and other employee wage and benefit payments to or for the
benefit of any Borrower’s salaried employees.


 


(e)  No Borrower owns or holds, directly or
indirectly, beneficially or as record owner or both, any investment property
constituting Collateral (other than the shares of Capital Stock of Compass
described in Section 7.5(v) hereof), as of the date hereof, or have any
investment account, securities account, commodity account or other similar
account with any bank or other financial institution or other securities
intermediary or commodity intermediary as of the date hereof except as set
forth on Schedule 5.3(e) hereto.


 


(i) In the
event that any Borrower shall be entitled to or shall at any time after the
date hereof hold or acquire any certificated securities constituting
Collateral, such Borrower shall promptly endorse, assign and deliver the same
to Agent, accompanied by such instruments of transfer or assignment duly
executed in blank as Agent may from time to time specify.  If any securities constituting Collateral,
now or hereafter acquired by any Borrower are uncertificated and are issued to
such Borrower or its nominee directly by the issuer thereof, such Borrower
shall immediately notify Agent thereof and shall as Agent may specify, either (A)
cause the issuer to agree to comply with instructions from Agent as to such
securities, without further consent of any Borrower or such nominee, or (B)
arrange for Agent to become the registered owner of the securities.


 


(ii)  Borrowers shall not, directly or indirectly,
after the date hereof open, establish or maintain any investment account,
securities account, commodity account or any other similar account (other than
an account used in connection with the Hedging Agreements) with any securities
intermediary or commodity intermediary unless each of the following conditions
is satisfied: (A)  Agent shall have
received not less than five (5) Business Days prior written notice of the
intention of such Borrower to open or establish such account which notice shall
specify in reasonable detail and specificity acceptable to Agent the name of
the account, the owner of the account, the name and address of the securities
intermediary or commodity intermediary at which such account is to be opened or
established, the individual at such intermediary with whom such Borrower is
dealing and the purpose of the account, (B) the securities intermediary or
commodity intermediary (as the case may be) where such account is opened or
maintained shall be acceptable to Agent, and (C) on or before the opening of
such investment account, securities account or other similar account with a
securities intermediary or 


 


59

















 


commodity intermediary, such
Borrower shall as Agent may specify either (i) execute and deliver, and cause
to be executed and delivered to Agent, an Investment Property Control Agreement
with respect thereto duly authorized, executed and delivered by such Borrower
and such securities intermediary or commodity intermediary or (ii) arrange for
Agent to become the entitlement holder with respect to such investment property
on terms and conditions acceptable to Agent.


 


(f)  Borrowers are not the beneficiary or
otherwise entitled to any right to payment under any letter of credit, banker’s
acceptance or similar instrument as of the date hereof except as set forth on
Schedule 5.3(f).  In the event that any
Borrower shall be entitled to or shall receive any right to payment under any
letter of credit, banker’s acceptance or any similar instrument, whether as
beneficiary thereof or otherwise after the date hereof, such Borrower shall
promptly notify Agent thereof in writing. 
Such Borrower shall immediately, as Agent may specify, either (i)
deliver, or cause to be delivered to Agent, with respect to any such letter of
credit, banker’s acceptance or similar instrument constituting Collateral, the
written agreement of the issuer and any other nominated person obligated to
make any payment in respect thereof (including any confirming or negotiating
bank), in form and substance satisfactory to Agent, consenting to the
assignment of the proceeds of the letter of credit to Agent by such Borrower
and agreeing to make all payments thereon directly to Agent or as Agent may
otherwise direct or (ii) cause Agent to become, at Borrowers’ expense, the
transferee beneficiary of the letter of credit, banker’s acceptance or similar
instrument (as the case may be).


 


(g) To the
best knowledge of Borrowers, except as set forth on Schedule 5.3(g), Borrowers
do not have any commercial tort claims as of the date hereof.  In the event that any Borrower shall at any
time after the date hereof have any commercial tort claims constituting
Collateral, such Borrower shall promptly notify Agent thereof in writing, which
notice shall (i) set forth in reasonable detail the basis for and nature of
such commercial tort claim and (ii) include the express grant by such Borrower
to Agent of a security interest in such commercial tort claim (and the proceeds
thereof).  In the event that such notice
does not include such grant of a security interest, the sending thereof by such
Borrower to Agent shall be deemed to constitute such grant to Agent. Upon the
sending of such notice, any commercial tort claim described therein shall
constitute part of the Collateral and shall be deemed included therein.  Without limiting the authorization of Agent
provided in Section 5.2(a) hereof or otherwise arising by the execution by such
Borrower of this Agreement or any of the other Financing Agreements, Agent is
hereby irrevocably authorized from time to time and at any time to file such
financing statements naming Agent or its designee as secured party and such
Borrower as debtor, or any amendments to any financing statements, covering any
such commercial tort claim as Collateral. In addition, each Borrower shall
promptly upon Agent’s request, execute and deliver, or cause to be executed and
delivered, to Agent such other agreements, documents and instruments as Agent
may require in connection with such commercial tort claim.


 


(h)  Borrowers do not have any goods, documents
of title or other Collateral in the custody, control or possession of a third
party as of the date hereof, except as set forth in Schedule 6.9 hereto and
except for goods located in the United States in transit to a location of a
Borrower permitted 


 


60

















 


herein in the ordinary course
of business of such Borrower in the possession of the carrier transporting such
goods.  In the event that any goods,
documents of title constituting Collateral or other Collateral are at any time
after the date hereof in the custody, control or possession of any other person
not referred to in Schedule 6.9 hereto or such carriers, Borrowers shall
promptly notify Agent thereof in writing. 
Promptly upon Agent’s request, Borrowers shall deliver to Agent a
Collateral Access Agreement duly authorized, executed and delivered by such
person and the Borrower that is the owner of such Collateral.


 


(i)  Borrowers shall take any other actions
reasonably requested by Agent from time to time to cause the attachment,
perfection and first priority of (except as specifically set forth herein), and
the ability of Agent to enforce, the security interest of Agent in any and all
of the Collateral, including, without limitation, (i) executing, delivering
and, where appropriate, filing financing statements and amendments relating
thereto under the UCC or other applicable law, to the extent, if any, that any
Borrower’s signature thereon is required therefor, (ii) causing Agent’s name to
be noted as secured party on any certificate of title for a titled good if such
notation is a condition to attachment, perfection or priority of, or ability of
Agent to enforce, the security interest of Agent in such Collateral, (iii)
complying with any provision of any statute, regulation or treaty of the United
States as to any Collateral if compliance with such provision is a condition to
attachment, perfection or priority of, or ability of Agent to enforce, the
security interest of Agent in such Collateral, (iv) obtaining the consents and
approvals of any Governmental Authority or third party, including, without
limitation, any consent of any licensor, lessor or other person obligated on
Collateral, and taking all actions required by any earlier versions of the UCC
or by other law, as applicable in any relevant jurisdiction.


 


SECTION 6. 
REPRESENTATIONS AND WARRANTIES


 


Each Borrower
and Guarantor hereby jointly and severally represents and warrants to Agent and
Lenders (to the extent applicable to Guarantor as set forth herein), as follows,
which representations and warranties are continuing and shall survive the
execution and delivery hereof, and the truth and accuracy of each, together
with the representations and warranties in the other Financing Agreements,
being a continuing condition of each Loan and Letter of Credit Accommodations:


 


6.1  Organization and Qualification.


 


(a)  Each Borrower and its Subsidiaries is a duly
organized or formed and validly existing corporation or limited liability
company in good standing under the laws of its state or jurisdiction of
incorporation or organization, with perpetual existence, and has the power as a
limited liability company or the corporate power and authority to own its
properties and to transact the business in which it is engaged or presently
proposes to engage.  Each Borrower and
its Subsidiaries has qualified to do business as a foreign corporation or
limited liability company, as applicable, in the states and other 


 


61

















 


jurisdictions listed on
Schedule 6.1(a) hereto, which constitute all states or other jurisdictions
where the nature of its business or the ownership or use of property requires
such qualification.


 


(b)  Each Borrower does not have any Subsidiaries
as of the date hereof, except as set forth on Schedule 6.1(b) hereto.


 


6.2  Power
and Authority.  Each Borrower
has the power as a limited liability company or the corporate power and
authority to borrow and each Borrower, Guarantor and their respective
Subsidiaries has the power as a limited liability company or the corporate
power and authority to execute, deliver and carry out the terms and provisions
of this Agreement and the other Financing Agreements and all other agreements,
instruments and documents delivered by such Borrower, Guarantor and their
respective Subsidiaries pursuant hereto and thereto applicable to it, and each
Borrower, Guarantor and their respective Subsidiaries has taken or caused to be
taken all necessary corporate or limited liability company action to authorize
the execution, delivery and performance of this Agreement, the other Financing
Agreements and the other agreements relating hereto or thereto to which it is a
party, the present and future borrowings by such Borrower hereunder and
thereunder and the execution, delivery and performance of the instruments and
documents delivered and to be delivered by it pursuant hereto and thereto.  This Agreement and the other Financing
Agreements to which it is a party constitute and will constitute legal, valid
and binding obligations of each Borrower and Guarantor, enforceable in
accordance with their respective terms.


 


6.3  Name; State of Organization; Chief
Executive Office; Collateral Locations.


 


(a)  The exact legal name of each Borrower and
Guarantor is as set forth on the signature page of this Agreement.  Except as set forth on Schedule 6.3, no
Borrower or Guarantor has, during the past five years, been known by or used
any other corporate or fictitious name or been a party to any merger or
consolidation, or acquired all or substantially all of the assets of any
Person, or acquired any of its property or assets out of the ordinary course of
business.


 


(b)  Each Borrower and Guarantor is an
organization of the type and organized in the jurisdiction set forth on
Schedule 6.1(b) hereto.  Schedule 6.1(b)
hereto accurately sets forth the organizational identification number of each
Borrower and Guarantor or accurately states that such Borrower or Guarantor has
none and accurately sets forth the federal employer identification number of
each Borrower and Guarantor.


 


(c)  The chief executive office and mailing
address of each Borrower and Guarantor and each Borrower’s and Guarantor’s
Records concerning Accounts are located only at the address identified as such
in Schedule 6.9 hereto and its only other places of business and the only other
locations of Collateral, if any, are the addresses set forth in Schedule 6.9
hereto, subject to the rights of any Borrower or Guarantor to establish new
locations in accordance with Section 6.9(b) below.  


 


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Schedule 6.9 hereto correctly
identifies any of such locations which are not owned by a Borrower or Guarantor
and sets forth the owners and/or operators thereof.


 


6.4  Existing Notes Exchange Offer and
Cancellation of Existing Notes.


 


(a)  As of the date hereof, (i) Existing Notes in
an amount not less than the minimum amount required pursuant to the Existing
Notes Exchange Offer Agreements have been tendered for exchange for New Notes
pursuant to the Existing Notes Exchange Offer, and shall not have been
withdrawn, and (ii) all other conditions precedent to the Existing Notes
Exchange Offer (other than the issuance of the New Secured Notes pursuant to
the Existing Notes Exchange Offer) have been satisfied.  Not later than one day following the date
hereof, the Existing Notes Exchange Offer and the transactions contemplated
thereunder (other than the transfer of the assets set forth on Schedule 7.6(c)
from Doe Run to Buick Recycling pursuant to the Buick Asset Transfer
Agreements) have been or shall have been duly consummated in accordance with
their terms, including the fulfillment (not merely the waiver, except as may be
disclosed to Agent and consented to in writing by Agent) of all conditions
precedent set forth therein and giving effect to the terms of the Exchange
Offer Agreements respectively, all of the Existing Notes tendered for exchange
pursuant to the Existing Notes Exchange Offer have been exchanged for the New
Secured Notes, as applicable, and all obligations, liabilities and Indebtedness
of Doe Run evidenced by or arising under such exchanged Existing Notes have
been satisfied and performed and all such Existing Notes have been cancelled,
and, if all of the Existing Notes are exchanged by the holders of the Existing
Notes pursuant to the Existing Notes Exchange Offer, or otherwise acquired by
Doe Run, all security interests in, and mortgages and liens upon, any of the
assets of Doe Run or any Obligor to secure the Indebtedness evidenced by or
arising under the Existing Secured Notes shall be terminated and released.


 


(b)  All actions and proceedings required by the
Existing Notes Exchange Offer Agreements (other than the issuance of the New
Secured Notes pursuant to the Existing Notes Exchange Offer), applicable law
and regulation have been taken and the transactions required thereunder had
been duly and validly taken and consummated.


 


(c)  No court of competent jurisdiction has
issued any injunction, restraining order or other order which prohibits
consummation of the Existing Notes Exchange Offer or the transactions described
in the Exchange Offer Agreement, and no governmental action or proceeding has
been threatened or commenced seeking any injunction, restraining order or other
order which seeks to void or otherwise modify the Existing Notes Exchange Offer
or the transactions described in the Exchange Offer Agreements.


 


(d)  Borrowers have delivered, or caused to be
delivered, to Agent true, correct and complete copies of the Exchange Offer
Agreements.


 


 


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6.5  New
Secured Notes


 


(a)  Upon the issuance of the New Secured Notes
in accordance with the Exchange Offer Agreements, the New Secured Notes shall
have been duly authorized, issued and delivered by Borrowers and all
agreements, documents and instruments related thereto, including, but not
limited to, the New Secured Note Indenture, shall have been duly authorized,
executed and delivered and the transactions contemplated thereunder performed
in accordance with their terms by the respective parties thereto in all
respects, including the fulfillment (not merely the waiver) of all conditions
precedent set forth herein.  Upon the
issuance thereof in accordance with the Exchange Offer Agreements, all actions
and proceedings required by the New Secured Note Agreements and the agreements,
documents and instruments related thereto, applicable law or regulation shall
have been taken and the transactions required thereunder shall have been duly
and validly taken and consummated.  Upon
the issuance of the New Secured Notes in accordance with the Exchange Offer
Agreements, neither the execution and delivery of the New Secured Notes, any of
the other New Secured Note Agreements or any of the instruments and documents
to be delivered pursuant thereto, nor the consummation of the transactions
therein contemplated, nor compliance with the provisions therein contemplated,
has violated or will violate any law or regulation or any order or decree of
any court or governmental instrumentality in any respect or does or will
conflict with or result in the breach of, or constitute a default in any
respect under, any indenture, mortgage, deed of trust, agreement or instrument
to which any Borrower or Obligor is a party or may be bound, or result in the
creation or imposition of any lien, charge or encumbrance upon any of the
property of any Borrower or Obligor (except as specifically contemplated
hereunder or under the other Financing Agreements) or violate any provision of
the Certificate of Incorporation or By-Laws (or other organizational documents
as applicable) of any Borrower or Obligor.


 


(b)  No court of competent jurisdiction has
issued any injunction, restraining order or other order which prohibits
consummation of the issuance of the New Secured Notes and the transactions
described therein and no governmental or other action or proceeding has been
threatened or commenced, seeking any injunction, restraining order or other
order which seeks to void or otherwise modify the issuance of the New Secured
Notes.


 


(c)  Borrowers have delivered, or caused to be
delivered, to Agent true, correct and complete copies of the New Secured Note
Agreements and all other agreements, documents and instruments existing as of
the date hereof relating thereto.


 


6.6  Capitalization.


 


(a)  All of the issued and outstanding shares of
Capital Stock of Fabricated Products and all of the issued membership interests
of Buick Recycling and Guarantor are directly and beneficially owned and held
by Doe Run and have been duly authorized and are fully paid and non-assessable,
free and clear of all claims, liens, pledges and encumbrances of any kind
(except any lien in favor of Term Loan Agent to the extent permitted by Section
7.4(n) hereof).  All of the issued and
outstanding shares of Capital Stock of Doe Run are directly and beneficially
owned and held by DRA (other than the 


 


64

















 


Renco Preferred Stock and any
Capital Stock issued or to be issued to the holders of the New Warrants) and
have been duly authorized and are fully paid and non-assessable, free and clear
of all claims, liens, pledges and encumbrances of any kind.  All of the issued and outstanding shares of
Capital Stock of DRA are directly and beneficially owned and held by Renco
Group and have been duly authorized and are fully paid and non-assessable, free
and clear of all claims, liens, pledges and encumbrances of any kind.


 


(b)  Upon the creation of the Obligations, the
security interests of Agent for itself and the ratable benefit of Lenders, the
amendment and restatement of the Existing Loan Agreement, the consummation of
the Existing Note Exchange Offer, the making of the Term Loan and the issuance
of the Renco Preferred Stock, and the other transactions contemplated
hereunder, (i) each Borrower shall continue to be able to pay its debts as they
mature in accordance with its customary practices and has (and has reason to
believe it will continue to have) sufficient capital (and not unreasonably
small capital) to carry on its business and all businesses in which it is about
to engage, (ii) the assets and properties of each Borrower at a fair valuation
and at their present fair salable value are, and will be, greater than the
Indebtedness and other liabilities of such Borrower, and including subordinated
and contingent liabilities computed in the amount which, to the best of
Borrowers’ knowledge, represents an amount which can reasonably be expected to
become an actual or matured liability, and (iii) each Borrower has sufficient
capital to carry on all businesses and transactions in which it now engages or
proposes to engage in, is solvent and will, in the reasonable, good faith
determination of such Borrower as of the date hereof, continue to be solvent
after the creation of the Obligations and the security interests in favor of
Agent, for itself and the ratable benefit of Lenders, and is able to pay its
debts as they mature in accordance with its customary practices.


 


6.7  Compliance with Other Agreements
and Applicable Law.


 


(a)  After giving effect to the transactions
contemplated herein, each Borrower, Guarantor and their respective Subsidiaries
is not in default under, in violation of or in contravention of, in any respect,
any indenture, mortgage, deed of trust, deed to secure debt, agreement or
instrument to which it is a party or by which it or any of its assets or
properties may be or are bound, in each case where such default, violation or
contravention has or would have a Material Adverse Effect.


 


(b)  Neither the execution and delivery of this
Agreement, the other Financing Agreements, or any of the instruments and
documents to be delivered pursuant hereto or thereto, nor the consummation of
the transactions herein or therein contemplated, nor compliance with the
provisions hereof or thereof, has violated any law or regulation or any order
or decree of any court or Governmental Authority in any respect or does or will
conflict with or result in the breach of, or constitute a default in any
respect under, any indenture, mortgage, deed of trust, agreement or instrument
to which such Borrower, Guarantor  or
any of their respective Subsidiaries is a party or may be bound, which in any
case has or would have a Material Adverse Effect, or result in the creation or 


 


65

















 


imposition of any lien, charge
or encumbrance upon any of the property of such Borrower, Guarantor or any of
its Subsidiaries (except as specifically contemplated hereunder or under the
other Financing Agreements) or violate any provision of the certificate of
incorporation or by-laws (or other organizational documents, as applicable) of
such Borrower, Guarantor or any of its Subsidiaries.


 


(c)  Each Borrower has obtained or will obtain
prior to the time required by applicable law all material permits, licenses,
approvals, consents, certificates, orders or authorizations of any Governmental
Authority required for the lawful conduct of its business and is in compliance
in all material respects with the requirements of all applicable laws, rules,
regulations and orders of any Governmental Authority (including, but not
limited to, Federal Mine Safety and Health Administration, Federal Office of
Surface Mining and Reclamation, and the Federal Environmental Protection
Agency) relating to its business (including, without limitation, those set
forth in or promulgated pursuant to ERISA, the Occupational Safety and Health
Act of 1970, as amended, the Surface Mining Control and Reclamation Act of
1977, the Mine Safety and Health Act of 1977, the Fair Labor Standards Act of
1938, as amended, the Code, and the Environmental Laws).  Schedule 6.7 hereto sets forth all material
permits, licenses, approvals, consents, certificates, orders or authorizations
(“Permits”) issued, held or pending by each Borrower as of the date hereof by
any federal, state or local Governmental Authority.  The Permits constitute all permits, licenses, approvals,
consents, certificates, orders, authorizations or applications necessary for
each Borrower to own and operate its business as presently conducted or
proposed to be conducted where the failure to have such Permits would have a
Material Adverse Effect.  Except for the
permits which are described as “pending” on Schedule 6.7 hereto, all of the
Permits are valid and subsisting and in full force and effect and there are no
actions, claims or proceedings pending or threatened that seek the revocation,
cancellation, suspension or modification of any of the Permits.


 


6.8  Governmental Approval.  No consent, approval or other action of, or
filing with, or notice to any Governmental Authority is required in connection
with the execution, delivery and performance of this Agreement, the other
Financing Agreements or any of the instruments or documents to be delivered
pursuant hereto or thereto, except for the filing of UCC financing statement
amendments and those approvals needed for the transfer of Permits from Doe Run
to Buick Recycling in connection with the asset transfer set forth in Section
7.6(c) hereof.


 


6.9  Chief Executive Office; Collateral
Locations.


 


(a)  The address of the principal place of
business and chief executive office of each Borrower is as set forth on
Schedule 6.9 hereto, which address is the mailing address for such principal
place of business and chief executive office. 
The books and records relating to the Accounts of each Borrower are
located at such address.  The Collateral
is located only at the locations set forth on Schedule 6.9.


 


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(b)  Each Borrower may open any new location
within the continental United States provided it (i) gives Agent thirty (30)
days prior written notice of the intended opening of any such new location, except,
that, such Borrower may only give Agent written notice of any intended
new location on the same day it is established, provided, that, (A) no
Event of Default, or act, condition or event which with notice or passage of
time or both would constitute an Event of Default shall exist or have occurred,
(B) the value of all of the Collateral located at all of such new
locations shall not exceed $2,500,000 as to Doe Run or Buick Recycling or
$1,000,000 as to Fabricated Products, and (C) within fifteen (15) days
after the date of any such notice from such Borrower, Agent shall have received
all agreements, documents and instruments pursuant to Section 6.9(b)(ii) below
as Agent may require, and (ii) executes and delivers, or causes to be
executed and delivered, to Agent such agreements, documents, and instruments
consistent with the other then existing Financing Agreements to the extent
applicable or otherwise as Agent may deem reasonably necessary or desirable to
protect its interests in the Collateral to be located in such location,
including, without limitation, UCC financing statements and agreements from
appropriate Persons acknowledging the liens of Agent on the Collateral to be
located in such location, waiving any lien or claim by such Person to the Collateral
and permitting Agent access to the premises to exercise its rights and remedies
and otherwise deal with the Collateral.


 


6.10  Priority of Liens/Title to Properties.


 


(a)  The security interests and liens granted to
Agent for itself and the ratable benefit of Lenders under this Agreement and
the other Financing Agreements constitute valid and perfected liens and
security interests in and upon the Collateral subject only to the liens
indicated on Schedule 6.10 hereto and the liens permitted under Section 7.4
hereof.


 


(b)  Each Borrower, Guarantor and their
respective Subsidiaries has good and marketable title to all of its properties
and assets subject to no liens, mortgages, pledges, security interests,
encumbrances or charges of any kind, except those directly in favor of or
assigned to Agent and such others as are specifically permitted under the
provisions of this Agreement as listed on Schedule 6.10 hereto or under Section
7.4 hereof and the other Financing Agreements. 
Each Borrower, Guarantor and their respective Subsidiaries has peaceful
and undisturbed possession of all Real Property and Equipment and such other
assets as may be necessary for its business as presently conducted or proposed
to be conducted and under all security agreements, leases, licenses and
easements necessary for the operation of its properties and business.  None of such leases, licenses and easements
contain any unusual or burdensome provisions which might materially affect or
impair the operations of such properties and business and all such leases,
licenses and easements are valid and subsisting and in full force and effect.


 


6.11  Tax
Returns.  Except as set forth on
Schedule 6.11, each Borrower, Guarantor and their respective Subsidiaries has
filed, or caused to be filed all Federal, State, county, local, foreign and
other tax returns, reports and declarations which are required to be filed by
it and as to which an extension 


 


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has not been granted and has
paid or caused to be paid all taxes shown to be due and payable on said returns
and reports or in any assessment received by it, to the extent that such taxes
have become due and payable, except taxes the validity of which are being
contested in good faith by appropriate proceedings diligently pursued and
available to such Borrower, Guarantor or Subsidiary and with respect to which
adequate reserves have been set aside on its books.  Adequate provision has been made for the payment of all accrued
and unpaid Federal, State, county, local, foreign and other taxes whether or
not yet due and payable and whether or not disputed.


 


6.12  Litigation.  Except as set forth on Schedule 6.12 hereto,
there is no present investigation by any Governmental Authority pending or, to
the best of the knowledge of each Borrower and Guarantor, threatened against or
affecting such Borrower, Guarantor or its respective Subsidiaries or their
respective properties or business and there is no present action, suit,
proceeding or claim by any Person pending or, to the best of the knowledge of
each Borrower and Guarantor, threatened against such Borrower, Guarantor or its
respective Subsidiaries or its or their assets or goodwill, or against or
affecting any transactions contemplated by this Agreement, the other Financing
Agreements, or other instruments, agreements or documents delivered in
connection herewith or therewith, which if adversely determined with respect to
it, would have a Material Adverse Effect.


 


6.13  Intellectual Property.  Each Borrower, Guarantor and their
respective Subsidiaries owns or licenses all patents, trademarks,
service-marks, logos, tradenames, trade secrets, know-how, copyrights, or
licenses and other rights with respect to any of foregoing, which are necessary
for the operation of its business as presently conducted or proposed to be
conducted.  No trademark, service-mark,
logo or similar item at any time used by a Borrower, Guarantor or their
respective Subsidiaries which is owned by another person or owned by such
Borrower, Guarantor or their respective Subsidiaries subject to any security
interest, lien, collateral assignment, pledge or other encumbrance in favor of
any person other than Agent is affixed to any Eligible Inventory.  To the best of the knowledge of each Borrower,
Guarantor and their respective Subsidiaries, no product, process, method,
substance, part or other material presently contemplated to be sold by or
employed by such Borrower, Guarantor or their respective Subsidiaries,
infringes any patent, trademark, service-mark, tradename, copyright, license or
other right owned by any other Person and no claim or litigation is pending or
threatened against or affecting a Borrower contesting its right to sell or use
any such product, process, method, substance, part or other material.


 


6.14  Accounts.  Each Eligible Account of a Borrower
represents a valid and legally enforceable indebtedness based upon an actual
and bona fide sale and delivery of goods or rendition of services in the
ordinary course of the business of such Borrower which has been finally
accepted by the Account Debtor and for which the Account Debtor is
unconditionally liable to make payment of the amount stated in each invoice,
document or instrument evidencing the Eligible Account in accordance with the
terms thereof, without offset, defense or counterclaim (except that for sales
of lead and By-Products by Doe Run and Buick Recycling, the amount of the
Account may be subject to adjustment based on the results of the assay, and
final prices and weights, with respect to lead and By-Products 


 


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sold giving rise to such
Account).  All statements made and all
unpaid balances appearing in the invoices, documents and instruments evidencing
each Eligible Account are true and correct and are in all respects what they
purport to be and all signatures and endorsements that appear thereon are
genuine and all signatories and endorsers have full capacity to contract and
each Account Debtor is solvent and financially able to pay in full the Eligible
Account when it matures.  None of the
transactions underlying or giving rise to any Account violates any Federal,
State or foreign laws or regulations, and all documents relating to the
Accounts are legally sufficient under such laws or regulations and shall be
legally enforceable in accordance with their terms and all recording, filing
and other requirements of giving public notice under any applicable law have
been duly complied with.


 


6.15  Employee
Benefits.


 


(a)  Each Borrower, Guarantor, and its respective
Subsidiaries has not engaged in any transaction in connection with which such
Borrower, Guarantor or its respective Subsidiaries, that could be subject to
either a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax
imposed by Section 4975 of the Code.


 


(b)  No liability to the Pension Benefit Guaranty
Corporation (other than liability for premiums in the ordinary course of the
business of Borrowers) has been or is expected by a Borrower or Guarantor to be
incurred with respect to any employee pension benefit plan of such Borrower,
Guarantor and its Subsidiaries.  Except
as set forth on Schedule 6.15(b), there has been no reportable event (within
the meaning of Section 4043(b) of ERISA) or any other event or condition with
respect to any employee pension benefit plan of a Borrower, Guarantor or its
respective Subsidiaries which presents a risk of termination of any such plan
by the Pension Benefit Guaranty Corporation.


 


(c)  Full payment has been made of all amounts
which each Borrower, Guarantor and their respective Subsidiaries is required
under Section 302 of ERISA and Section 412 of the Code to have paid under the
terms of each employee pension benefit plan of any Borrower or their
Subsidiaries as contributions to such plan as of the last day of the most
recent fiscal year of such plan ended prior to the date hereof, except as set
forth on Schedule 6.15 hereto, and no accumulated funding deficiency (as
defined in Section 302 of ERISA and Section 412 of the Code), whether or not
waived, exists with respect to any such employee pension benefit plan.


 


(d) As of
November 1, 2001, the current value of all vested accrued benefits under all
employee pension benefit plans maintained by each Borrower, Guarantor or its
respective Subsidiaries that are subject to Title IV of ERISA does not exceed
the current value of the assets of such plans allocable to such vested accrued
benefits as of such date, except in the case of all Plans of any Borrower and
its Subsidiaries identified on Schedule 6.15 hereto; provided, that,
(i) from time to time such amount may increase or decrease, and (ii) from the
time to time promptly upon Agent’s request, Borrowers shall deliver to Agent a
statement, in form reasonably satisfactory to Agent, setting forth the current
amount by which such current vested accrued benefits exceed the current value
of the assets of 


 


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such plans.  The terms “current value” and “accrued
benefit” have the meanings specified in Section 4062(b)(1)(A) and Section 3 of
ERISA, respectively.


 


(e)  Except as set forth on Schedule 6.15, no
Borrower, Guarantor or their respective Subsidiaries is or has ever been
obligated to contribute to any “multiemployer plan” (as such term is defined in
Section 4001(a)(3) of ERISA) that is subject to Title IV of ERISA.


 


6.16  Environmental Compliance.


 


(a)  Except as set forth on Schedule 6.16 hereto,
Borrower, Guarantor and any of their respective Subsidiaries have not generated,
used, stored, treated, transported, manufactured, handled, produced or disposed
of any Hazardous Materials, on or off its premises (whether or not owned by it)
in any manner which as of the date hereof or at any time thereafter violates
any applicable Environmental Law or any license, permit, certificate, approval
or similar authorization thereunder, in each case, in any material respect and
the operations of any Borrower, Guarantor and its respective Subsidiaries
comply in all material respects with all Environmental Laws and all applicable
licenses, permits, certificates, approvals and similar authorizations
thereunder.


 


(b)  Except as set forth on Schedule 6.16 hereto,
there has been no investigation, proceeding, complaint, order, directive,
claim, citation or notice by any Governmental Authority or any other person nor
is any pending or, to the best of any Borrower’s or Guarantor’s knowledge,
threatened, with respect to any non-compliance with or violation of the
requirements of any Environmental Law by such Borrower, Guarantor or any of its
respective Subsidiaries in any material respect or the release, spill or
discharge, threatened or actual, of any Hazardous Material or the generation,
use, storage, treatment, transportation, manufacturer, handling, production or
disposal of any Hazardous Materials or any other environmental, health or
safety matter, which affects such Borrower, Guarantor or its Subsidiaries or
their businesses, operations or assets or any properties at which such
Borrower, Guarantor or its Subsidiaries transported, stored or disposed of any
Hazardous Materials in any material respect.


 


(c)  Except as set forth on Schedule 6.16 hereto,
Borrowers, Guarantor and their Subsidiaries do not have any material liability
(contingent or otherwise) in connection with a release, spill or discharge,
threatened or actual, of any Hazardous Materials or the generation, use,
storage, treatment, transportation, manufacture, handling, production or
disposal of any Hazardous Materials, in each case, in violation of any
applicable Environmental Law.


 


(d)  Except as set forth on Schedule 6.16, each
Borrower, Guarantor and their Subsidiaries has, or shall, prior to the time
required by applicable law, have all material licenses, certificates, approvals
and other Permits required to be obtained or filed in connection with the
operations of such Borrower, Guarantor and its Subsidiaries under any
Environmental Law and all of such licenses, permits, certificates, approvals
and other Permits are valid and in full force and effect.


 


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6.17  Bank
Accounts.  All of the deposit
accounts, investment accounts or other accounts in the name of or used by each
Borrower or its Subsidiaries maintained at any bank or other financial
institution are set forth on Schedule 6.17 hereto, subject to the right of each
Borrower to establish new accounts in accordance with Section 7.17 below.


 


6.18  Investment
Company.  Each Borrower,
Guarantor and their Subsidiaries are not an “investment company”, or an
“affiliated person” or “promoter” or “principal underwriter”, as such terms are
defined in the Investment Company Act of 1940, as amended.  The making of the Loans by Agent on behalf
of Lenders or by Lenders, the application of the proceeds and the repayment
thereof by each Borrower and Guarantor and the performance of the transactions
contemplated herein will not violate any provision of the Investment Company
Act of 1940, as amended, or any rule, regulation or order issued pursuant thereto.


 


6.19  Regulation G; Securities Exchange
Act of 1934.  No Borrower or
Guarantor owns any “margin security” as such term is defined in Regulation G,
as amended (12 C.F.R. Part 207) of the Board. 
The proceeds of the borrowings made pursuant to this Agreement and the
other Financing Agreements will be used by each Borrower only for the purposes
contemplated hereunder.  None of the
proceeds will be used, directly or indirectly, for the purpose of purchasing or
carrying any margin security or for the purpose of reducing or retiring any
Indebtedness which was originally incurred to purchase or carry any margin
security or for any other purpose which might cause any of the Loans to be
considered a “purpose credit” within the meaning of Regulation G of the Board,
as amended.  No Borrower or Guarantor
will take or permit any Agent acting in its behalf to take, any action which
might cause this Agreement or the other Financing Agreements, or instruments
delivered pursuant hereto or thereto, to violate any regulation of the Board or
to violate the Securities Exchange Act of 1934 or any state or other securities
laws, in each case as in effect on the date hereof or as amended hereafter.


 


6.20  No Material Adverse Change.  There has been no material adverse change in
the business, assets, condition (financial or 
otherwise) or results of operations of Borrowers, and their Subsidiaries
(taken as a whole) since the date of the most recent financial statements with
respect thereto submitted to Agent or field examination with respect thereto
conducted by Agent except as disclosed in the Exchange Offer Agreements (as in
effect on the date hereof).


 


6.21  Financial Statements.


 


(a)  None of the financial statements, reports
and other information furnished or to be furnished by a Borrower or Guarantor
to Agent or any Lender with respect to such Borrower, Guarantor and its
Subsidiaries contain, as of their respective dates, any untrue statement of
material fact or (taken as a whole) omit to state any material fact necessary
to make the information therein not misleading.  Such financial statements and reports were and will be prepared
in accordance with GAAP consistently applied, except as otherwise expressly
provided herein or therein, and shall fairly present 


 


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the consolidated and
consolidating financial condition and results of operations of the applicable
Persons, as of the dates and for the periods indicated thereon.


 


(b)  The future cash flow projections for Doe Run
and its Subsidiaries (together with the summaries of assumptions and projected
assumptions, based on historical performance with respect thereto) furnished by
Doe Run to Agent and Lenders taken as a whole represent the reasonable, good
faith opinion of such Borrower or Guarantor and its management as to the
subject matter thereof.


 


6.22  Disclosure.


 


(a)  The information contained in the
representations and warranties of each Borrower set forth in this Agreement,
the other Financing Agreements, or in any other instrument, document, list,
certificate, statement, schedule or exhibit heretofore delivered or to be
delivered to Agent or any Lender, as contemplated in this Agreement or in the
other Financing Agreements, does not contain and will not contain any untrue
statement of a material fact and (taken as a whole) does not omit and will not
omit to state a material fact necessary in order to make the information
contained herein or therein not misleading.


 


(b)  After giving effect to the transactions
contemplated by this Agreement, the other Financing Agreements, and the other
instruments or documents delivered in connection herewith and therewith, there
does not exist and there has not occurred any act, condition or event which
constitutes an Event of Default or which, with notice or passage of time or
both would constitute an Event of Default.


 


6.23  Labor
Disputes.


 


(a)  Set forth on Schedule 6.23 hereto is a list
(including dates of termination) of all collective bargaining or similar
agreements between or applicable to each Borrower and Guarantor or any of their
respective Subsidiaries and any union, labor organization or other bargaining
Agent in respect of the employees of such Borrower, Guarantor and/or any of its
Subsidiaries on the date hereof.


 


(b)  No Borrower, Guarantor or  nor any of their Subsidiaries is engaged in
any unfair labor practice that is reasonably likely to have a Material Adverse
Effect.  There is (i) no
significant unfair labor practice complaint pending against a Borrower or its
Subsidiaries or, to the best of each Borrower’s or Guarantor’s knowledge,
threatened against either of them, before the National Labor Relations Board,
and no significant grievance or significant arbitration proceeding arising out
of or under any collective bargaining agreement is pending on the date hereof
against a Borrower, Guarantor or any of their respective Subsidiaries or, to
best of each Borrower’s or Guarantor’s knowledge, threatened against any of
them, (ii) no significant strike, labor dispute, slowdown or stoppage is
pending against any Borrower or Guarantor or any of its Subsidiaries or, to the
best of each Borrower’s or Guarantor’s 


 


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knowledge, threatened against
any Borrower, Guarantor or any of their Subsidiaries, except (with respect to
any matter specified in clause (i) and (ii) above, either individually or in
the aggregate) such as is not reasonably likely to have a Material Adverse
Effect.


 


6.24  Restrictions on Subsidiaries.  Except for restrictions contained in any
agreement with respect to Indebtedness of any Borrower or Guarantor permitted
hereunder as in effect on the date hereof, there are no contractual or
consensual restrictions on such Borrower or Guarantor or any of its Wholly-Owned
Subsidiaries which prohibit or otherwise restrict (a) the transfer of cash
or other assets (i) between such Borrower or Guarantor and any of its
Wholly-Owned Subsidiaries or (ii) between any Subsidiaries of such
Borrower or Guarantor or (b) the ability of such Borrower or any of its
Wholly-Owned Subsidiaries to grant security interests to Agent in the
Collateral.


 


6.25  Material
Contracts.  All of the Material
Contracts of each Borrower, Guarantor and their Subsidiaries are set forth on
Schedule 6.25 hereto.  Each Borrower and
Guarantor has delivered true, correct and complete copies of such Material
Contracts to Agent on or before the date hereof.  No Borrower, Guarantor any of their Subsidiaries is in breach of
or in default under any Material Contract.


 


SECTION 7. 
ADDITIONAL COVENANTS


 


In addition to
the covenants set forth in the other Financing Agreements, each Borrower and
Guarantor hereby jointly and severally covenants to and agrees with Agent and
Lenders that Borrowers and Guarantor (to the extent applicable to Guarantor as
set forth herein) shall comply with the following covenants, or cause the same
to be complied with, unless Agent shall otherwise consent in writing:


 


7.1  Tradenames.  Some of a Borrower’s invoices may from time
to time be rendered to customers under the tradenames listed on Schedule 6.3
hereto (which, together with any new tradenames used after the date hereof are
referred to collectively as the “Tradenames” and individually, as a
“Tradename”).  As to the Tradenames used
by it, and the related Accounts:


 


(a)  Each Tradename is a tradename (and not an
independent corporation or other legal entity) by which such Borrower may
identify and sell or lease certain of its goods or services and conduct a
portion of its business.


 


(b)  All Accounts and proceeds thereof (including
any returned merchandise) which arise from the sale or lease of goods or
rendition of services invoiced under the Tradename shall be owned solely by
such Borrower and shall be subject to the security interests of Agent and other
terms of this Agreement and the other Financing Agreements.


 


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(c)  All assignments or confirmatory schedules of
Accounts delivered to Agent by such Borrower, whether in the name of any of the
Tradenames or of such Borrower, shall be executed by such Borrower as owner of
such assigned Accounts, as the case may be.


 


(d)  New Tradenames may be used by a Borrower,
but only if (i) Agent is given at least thirty (30) days prior written notice
of the intended use of any new Tradename and (ii) such supplemental financing
statements or similar instruments as Agent may request shall be executed and
delivered to Agent by such Borrower for filing or recording by Agent prior to
the use of such new Tradename.


 


7.2  Subsidiaries.  Each Borrower and Guarantor shall not form
or acquire any Subsidiaries without the prior written consent of Agent except
as permitted in Section 7.6(c) hereof. 
In the event Agent so consents, promptly upon such formation or acquisition,
(a) such Subsidiary shall be subject to the terms of this Agreement and
bound by the terms and conditions hereof applicable to the Subsidiaries of a
Borrower and Guarantor and (b) each Borrower or Guarantor shall cause any
such Subsidiary to execute and deliver to Agent, in form and substance
satisfactory to Agent and its counsel: 
(i) an absolute and unconditional guarantee of payment of any and
all present and future Obligations of Borrowers to Agent containing terms
substantially similar to those guarantees entered into by each Borrower or
Guarantor in favor of Agent as of the date hereof, (ii) a security agreement
granting to Agent for itself and the ratable benefit of Lenders a first lien
(except as otherwise consented to in writing by Agent) upon the same types and
categories of assets of such Subsidiary as those assets constituting the
Collateral containing terms substantially similar to this Agreement to the
extent that Agent deems appropriate and related Uniform Commercial Code
Financing Statements; provided, that, in the event Agent elects,
at its option, not to include any assets of such Subsidiary in the Borrowing
Base of any Borrower or not to make loans or provide other financial
accommodations to or for the benefit of such Subsidiary, such Subsidiary shall
not be required to execute and deliver such a security agreement, unless (A) the
amount of the capital contributions or other investments by a Borrower or
Guarantor in, or loans by a Borrower or Guarantor to, or any other payments by
a Borrower in connection with the acquisition or formation of such Subsidiary,
shall at any time exceed $1,000,000 or (B) a Borrower or Guarantor (1)
provides credit support for, or guarantees any Indebtedness of, such Subsidiary
or (2) is, or agrees to be, directly or indirectly liable for any
Indebtedness of such Subsidiary or Subsidiary of such Subsidiary or (C) any
default by such Subsidiary in respect of any Indebtedness of such Subsidiary
would permit (upon notice or passage of time or both) any holder of any
Indebtedness of a Borrower or any Obligor to declare a default on such
Indebtedness of such Borrower or Obligor or cause the payment of such
Indebtedness of a Borrower or any Obligor to be accelerated or payable prior to
its final scheduled maturity and (iii) such other agreements, documents
and instruments as Agent may require, including, but not limited to,
supplements and amendments hereto and other loan agreements or instruments
evidencing Indebtedness of such new Subsidiary to Agent.


 


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7.3  Indebtedness.  Each Borrower shall not, and shall not
permit any Subsidiary to, create, incur, assume or permit to exist,
contingently or otherwise, any Indebtedness, except:


 


(a)  the Obligations;


 


(b)  Capitalized Lease Obligations and other
Indebtedness incurred in the ordinary course of its business secured only by
liens permitted under Section 7.4(k) hereof;


 


(c)  Indebtedness of Doe Run and its Subsidiaries
up to the principal amount of $255,000,000 consisting of the principal amount
of $200,000,000 evidenced by the Existing Unsecured Fixed Rate Notes and
$55,000,000 evidenced by the Existing Unsecured Floating Rate Notes, in each
case as reduced by payments of principal in respect thereof, plus interest thereon
at the rate provided for in the Existing Unsecured Notes as in effect on the
date hereof; provided, that: 
(i) within thirty (30) days of the date hereof, Agent shall have
received evidence, in form and substance satisfactory to Agent, that the principal
amount of the Existing Unsecured Fixed Rate Notes shall not exceed $25,500,000
and the principal amount of the Existing Unsecured Floating Rate Notes shall
not exceed $5,500,000 as a result of the consummation of the Existing Notes
Exchange Offer, (ii) Doe Run shall only make regularly scheduled payments
of principal and interest or other mandatory payments in respect of such
Indebtedness in accordance with the terms of the Existing Unsecured Notes as in
effect on the date hereof, except  that Doe Run may prepay,
redeem, or defease, in whole or in part, the Existing Unsecured Notes (as in
effect after the consummation of the Existing Notes Exchange Offer), so long as
(A) Doe Run provides Agent with two (2) Business Days’ prior written
notice of the intention of Doe Run to make any such prepayment, redemption or
defeasance, (B) as of the date of such prepayment, redemption or
defeasance, and after giving effect thereto, no Obligations (other than
pursuant to Borrowing Base LC Accommodations and the costs, expenses and other
charges relating thereto) shall be then outstanding, (C) after giving
effect to such prepayment, redemption or defeasance, the aggregate  Excess Availability of Borrowers shall be
not less than $10,000,000, and (D) no Event of Default, exists or has
occurred and is continuing, (iii) Doe Run shall not, directly or
indirectly, (A) amend, modify, alter or change the terms of the Existing
Unsecured Note Agreements or any agreements, documents or instruments executed
and/or delivered in connection therewith as in effect on the date hereof, or (B) redeem,
retire, defease, purchase or otherwise deposit or invest any sums for such
purpose, except for (1) the redemptions of the Existing Unsecured Notes
in accordance with the terms and conditions of the Exchange Offer Agreements
(as the same are in effect on the date hereof), and (2) the prepayments,
redemptions and defeasances permitted under clause (ii) hereof, (iv) Doe
Run shall furnish to Agent copies of all notices, demands or other materials either
received from the Existing Unsecured Note Trustee or any of the holders of the
Existing Unsecured Notes, or on its or their behalf, promptly after receipt
thereof, or sent by Doe Run or any of its Affiliates, or on its or their
behalf, to the Existing Unsecured Note Trustee or any other representative of
the holders of the Existing Unsecured Notes, concurrently with the sending
thereof, as the case may be, and (v) such Indebtedness is and shall at all
times be unsecured;


 


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(d)  Indebtedness of each Borrower or any of its
Wholly-Owned Subsidiaries evidenced by performance bonds, surety bonds or
similar guarantees incurred in the ordinary course of business for purposes of
insuring the performance of such Borrower or Wholly-Owned Subsidiary in an
aggregate principal amount not to exceed at any time outstanding $10,000,000; provided,
that, in the event that the issuer of any such performance bonds, surety
bonds or guarantees has any security interest in, or any other claim or right
to any of the Collateral (whether contingent upon a default by such Borrower or
Subsidiary and/or pursuant to rights of subrogation or otherwise) Agent may, at
its option, either (i) establish a reserve pursuant to Section 3.5 hereof
in an amount equal to the liability of such Borrower or Subsidiary to such
issuer as determined by Agent or (ii) determine that the Receivables and
Inventory related to the bonds or guarantees shall not be Eligible Accounts or
Eligible Inventory;


 


(e)  contingent Indebtedness permitted under
Section 7.5 hereof;


 


(f)  Indebtedness of Doe Run in respect of (i)
Interest Rate Protection Obligations incurred in the ordinary course of
business so long as the same has been approved by Agent and (ii) Hedging Agreements
incurred in the ordinary course of business; provided, that, at
no time shall the aggregate maximum exposure (marked to market) pursuant to
such Interest Rate Protection Obligations and Hedging Agreements exceed
$20,000,000;


 


(g)  unsecured Indebtedness of any Borrower to
any Non-Borrower Subsidiaries (including for this purpose Doe Run Cayman and
its Subsidiaries) arising after the date hereof pursuant to loans by such
Non-Borrower Subsidiaries to such Borrower, provided, that, (i)
such Indebtedness is subject to, and subordinate in right of payment to, the
right of Agent to receive the prior indefeasible payment and satisfaction in
full of all of the Obligations on terms and conditions acceptable to Agent
(provided that payments shall be permitted in respect of such Indebtedness to
the extent provided in Section 7.3(g)(iii) below), (ii) Agent shall have
received, in form and substance satisfactory to Agent, a subordination
agreement providing for the terms of the subordination in right of payment of
such Indebtedness of such Borrower to the prior indefeasible payment and
satisfaction in full of all of the Obligations, duly authorized, executed and
delivered by such Non-Borrower Subsidiaries and such Borrower, (iii) Borrowers
shall not, directly or indirectly make, or be required to make, any payments in
respect of such Indebtedness so long as any of the Obligations are outstanding
and unpaid and this Agreement has not been terminated, except that a Borrower
may make regularly scheduled payments in respect of such Indebtedness in
accordance with the terms of such Indebtedness, to the extent each of the
following conditions is satisfied as determined by Agent:  (A) as of the date of any such payment
and after giving effect thereto, no Event of Default, or act, condition or
event which with notice or passage of time or both would constitute an Event of
Default, shall exist or have occurred, (B) as of the date of any such
payment and after giving effect thereto, the daily average of the aggregate
Excess Availability of Borrowers for the immediately preceding thirty (30)
consecutive day period shall not be less than $10,000,000, and as of the date
of such payment and after giving effect thereto, the aggregate Excess
Availability of Borrowers shall be not less than $10,000,000, and no
Obligations arising 


 


76

















 


pursuant to the Supplemental
Loan Credit Facility shall be then outstanding, and (C) Agent shall
receive two (2) Business Days prior notice of any such payment, (iv) Borrowers
shall not, directly or indirectly, (A) amend, modify, alter or change any terms
of such Indebtedness or any agreement, document or instrument related thereto,
or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness,
or set aside or otherwise deposit or invest any sums for such purpose, and (v)
Borrowers shall furnish to Agent all notices, demands or other materials in
connection with such Indebtedness either received by a Borrower or on its
behalf, promptly after receipt thereof, or sent by a Borrower or on its behalf,
concurrently with the sending thereof, as the case may be;


 


(h)  unsecured Indebtedness of Subsidiaries of
each Borrower to such Borrower arising after the date hereof pursuant to loans
by such Borrower to such Subsidiaries to the extent such loans by such Borrower
are permitted under Sections 7.5(c), (d), (e) and (u) hereof; provided, that,
such Indebtedness shall not be evidenced by any promissory note or other
instrument, unless the original of such note or other instrument is pledged and
delivered to Agent (with such endorsement thereof as Agent may require);


 


(i)  Indebtedness of each Borrower existing on
the date hereof which is described on Schedule 7.3 hereto; provided, that:  (i) Borrower may only make regularly
scheduled payments of principal and interest as set forth on Schedule 7.3, (ii)
Borrowers shall not, directly or indirectly, (A) make any prepayments or other
non-mandatory payments in respect of such Indebtedness (except as otherwise
permitted pursuant to Section 7.3(l) below), or (B) amend, modify, alter
or change the terms of the agreements with respect to such payments or
otherwise, except, that, Borrowers may, after prior written
notice to Agent, amend, modify, alter or change the terms thereof so as to
extend the maturity thereof or defer the timing of any payments in respect
thereof, or to forgive or cancel any portion of such Indebtedness (other than
pursuant to payments thereof), or to reduce the interest rate or any fees in connection
therewith, or to make any covenants contained therein less restrictive or
burdensome as to such Borrower, or (C) redeem, retire, defease, purchase or
otherwise acquire such Indebtedness, or set aside or otherwise deposit or
invest any sums for such purpose (except as otherwise permitted pursuant to
Section 7.3(l) below), and (iii) Borrowers shall furnish to Agent all
notices, demands or other materials in connection with such Indebtedness either
received by a Borrower or on its behalf, promptly after the receipt thereof or
sent by a Borrower or on its behalf concurrently with the sending thereof, as
the case may be;


 


(j)  Indebtedness of each Borrower or any of its
Subsidiaries, arising after the date hereof, other than Indebtedness otherwise
permitted under this Section 7.3, provided, that, as to each and
all of such Indebtedness: (i) Agent shall have not received less than ten (10)
Business Days prior written notice of the intention to incur such Indebtedness,
which notice shall set forth in reasonable detail satisfactory to Agent, the
amount of such Indebtedness, whether such Borrower or a Subsidiary of such
Borrower is incurring the Indebtedness, the person to whom such Indebtedness
will be owed, the interest rate, the schedule of repayments and maturity date
with respect thereto and such other information with respect thereto as Agent
may request, (ii) Agent shall have received true, correct and complete copies
of all agreements, documents and instruments evidencing or otherwise related to
such 


 


77

















 


Indebtedness, as duly
authorized, executed and delivered by the parties thereto, (iii) such
Indebtedness shall be incurred by such Borrower or Subsidiary at commercially
reasonable rates and terms in an arm’s length transaction, (iv) such
Indebtedness shall not at any time include terms and conditions which in any
manner adversely affect Agent or any rights of Agent as determined in good
faith by Agent and confirmed by Lender to such Borrower or Subsidiary in
writing or which are more restrictive or burdensome than the terms or
conditions of any other Indebtedness of such Borrower or Subsidiary as in
effect on the date hereof, (v) as of the date of incurring such Indebtedness
and after giving effect thereto, no Event of Default or act, condition or event
which with notice or passage of time or both would constitute an Event of
Default shall exist or have occurred and be continuing, (vi) in no event shall
the aggregate principal amount of such Indebtedness at any time outstanding
exceed $5,000,000, (vii) such Indebtedness shall only be secured to the extent
permitted under Section 7.4(l) hereof, (viii) such Borrower or Subsidiary may
only make regularly scheduled payments of principal and interest in respect of
such Indebtedness (except as otherwise permitted pursuant to Section 7.3(k)
below), (ix) such Borrower or Subsidiary shall not, directly or
indirectly, (A) amend, modify, alter or change the terms of the agreements with
respect to such Indebtedness or (B) redeem, retire, defease, purchase or
otherwise acquire such Indebtedness, or set aside or otherwise deposit or
invest any sums for such purpose (except as otherwise permitted pursuant to
Section 7.3(k) below), and (x) such Borrower or Subsidiary shall furnish
to Agent all notices or demands in connection with such Indebtedness either
received by such Borrower or Subsidiary or on its behalf promptly after the
receipt thereof, or sent by such Borrower or Subsidiary or on its behalf,
concurrently with the sending thereof, as the case may be;


 


(k)  Indebtedness issued in
exchange for, or the proceeds of which are used to extend, refinance, replace,
substitute or refund Indebtedness referred to in Sections 7.3(b), (c), (e),
(g), (h), (i), (j), (k), (l), (m) and (n) hereof prior to the final maturity
thereof (the “Refinancing Indebtedness”); provided, that, (i) the
principal amount of such Refinancing Indebtedness shall not exceed the
principal amount of the Indebtedness so extended, refinanced, replaced, substituted
or refunded (plus the amount of reasonable refinancing fees and expenses
incurred in connection therewith), (ii) the Refinancing Indebtedness shall
have a Weighted Average Life to Maturity and a final maturity equal to or
greater than the Weighted Average Life to Maturity and the final maturity,
respectively, of the Indebtedness being extended, refinanced, replaced,
substituted or refunded, (iii) the Refinancing Indebtedness shall rank in
the right of payment no more senior than, and be at least as subordinated (if
subordinated) to, the Obligations as the Indebtedness being extended,
refinanced, replaced, substituted or refunded, (iv) if the Indebtedness so
extended, refinanced, replaced, substituted or replaced is secured, the
Refinancing Indebtedness may be secured by the same assets that secure the
Indebtedness so extended, refinanced, replaced, substituted or replaced, provided,
that, such security interest with respect to the Refinancing
Indebtedness shall have a priority no more senior than, and be at least as
subordinated (on terms and conditions acceptable to Agent) as the security
interest with respect to the Indebtedness so extended, refinanced, replaced,
substituted or refunded, and (v) the Refinancing Indebtedness shall not
include terms and conditions with respect to a Borrower which are more
burdensome or restrictive than those included in the Indebtedness so extended,
refinanced, replaced, substituted or refunded, (vi) Agent shall have received
not less than ten (10) Business Days prior written notice of the intention to
incur such Indebtedness, which notice shall set forth in reasonable 


 


78

















 


detail satisfactory to Agent,
the amount of such Indebtedness, the person to whom such Indebtedness will be
owed, the interest rate, the schedule of repayments and maturity date with
respect thereto and such other information with respect thereto as Agent may
request, (vii) promptly upon Agent’s request, Agent shall have received true,
correct and complete copies of all agreements, documents and instruments
evidencing or otherwise related to such Indebtedness, as duly authorized,
executed and delivered by the parties thereto, (viii) such Indebtedness
incurred by a Borrower or any Subsidiary of such Borrower shall be at rates and
with fees or other charges no higher or greater than the Indebtedness so
extended, refinanced, replaced, substituted or refunded, (ix) as of the date of
incurring such Indebtedness and after giving effect thereto, no Event of Default,
or act, condition or event which with notice or passage of time or both would
constitute an Event of Default, shall exist or have occurred and be continuing,
(x) such Borrower or Subsidiary may only make regularly scheduled payments of
principal and interest in respect of such Indebtedness (except as otherwise
permitted pursuant to this Section 7.3(k)), (xi) such Borrower or Subsidiary
shall not, directly or indirectly, (A) amend, modify, alter or change the terms
of the agreements with respect to such Indebtedness, except, that,
such Borrower may, after prior written notice to Agent, amend, modify, alter or
change the terms thereof so as to extend the maturity thereof or defer the
timing of any payments in respect thereof, or to forgive or cancel any portion
of such Indebtedness (other than pursuant to payments thereof), or to reduce
the interest rate or any fees in connection therewith, or to make any covenants
contained therein less restrictive or burdensome as to such Borrower or
Subsidiary, and (B) redeem, retire, defease, purchase or otherwise acquire such
Indebtedness, or set aside or otherwise deposit or invest any sums for such
purpose (except as otherwise permitted pursuant to this Section 7.3(k)), and (xii)
such Borrower shall furnish to Agent all notices, demands or other materials
concerning such Indebtedness either received by such Borrower or on its behalf,
promptly after the receipt thereto, or sent by such Borrower on its behalf,
concurrently with the sending thereof, as the case may be;


 


(l)  Indebtedness of Doe Run and its Subsidiaries
up to the principal amount of $50,000,000 evidenced by the Existing Secured
Notes as reduced by payments of principal in respect thereof, plus interest
thereon at the rate provided for in the Existing Secured Notes as in effect on
the date of the issuance thereof; provided, that: (i) within
thirty (30) days of the date hereof, Agent shall have received evidence, in
form and substance satisfactory to Agent, that the principal amount of the
Existing Secured Notes does not exceed $5,000,000 as a result of the
consummation of the Existing Notes Exchange Offer, (ii) Doe Run shall only make
regularly scheduled payments of principal and interest or other mandatory
payments in respect of such Indebtedness in accordance with the terms of the
Existing Secured Notes (as in effect after the consummation of the Existing
Notes Exchange Offer), except  that Doe Run may prepay, redeem, or
defease, in whole or in part, the Existing Secured Notes as in effect on the
date hereof, so long as (A) Doe Run provides Agent with two (2) Business
Days’ prior written notice of the intention of Doe Run to make any such
prepayment, redemption or defeasance, (B) as of the date of such
prepayment, redemption or defeasance, and after giving effect thereto, no
Obligations (other than pursuant to Borrowing Base LC Accommodations and the
costs, expenses and other charges relating thereto) shall be then outstanding,
(C) after giving effect to such prepayment, redemption or defeasance, the
aggregate Excess Availability of Borrowers shall be not less than $10,000,000,
and (D) no Event of Default, exists or has occurred and is continuing, (iii) Doe



 


79

















 


Run shall not, directly or
indirectly, (A) amend, modify, alter or change the terms of the Existing
Secured Note Agreements or any agreements, documents or instruments executed
and/or delivered in connection therewith as in effect on the date hereof or (B)
redeem, retire, defease, purchase or otherwise deposit or invest any sums for
such purpose, except for (1) redemptions of the Existing Secured Notes
in accordance with the terms and conditions of the Exchange Offer Agreements
(as the same are in effect on the date hereof), (2) the prepayments,
redemptions and defeasances permitted under clause (ii) hereof, (iv)  Doe
Run shall furnish to Agent copies of all notices, demands or other materials
either received from the Existing Secured Note Trustee or any of the holders of
the Existing Secured Notes, or on its or their behalf, promptly after receipt
thereof, or sent by Doe Run or any of its Affiliates, or on its or their
behalf, to the Existing Secured Note Trustee or any other representative of the
holders of the Existing Secured Notes, concurrently with the sending thereof,
as the case may be, and (v) such Indebtedness evidenced by the Existing Secured
Notes is and  shall at all times only be
secured by the Existing Secured Note Collateral;


 


(m)  the secured Indebtedness of Doe Run and its
Subsidiaries to Term Loan Agent and Term Loan Lenders as set forth in the Term
Loan Documents (as in effect on the date hereof); provided, that,


 


(i)  the aggregate original principal amount of
such Indebtedness shall not exceed $35,500,000 (including $15,500,000 in
respect of the Initial Term Loan) less the aggregate amount of all permanent
repayments, repurchases or redemptions, whether optional or mandatory, in
respect thereof, provided, that, Borrowers shall give Agent
prompt written notice on or before such time as the principal amount of such
Indebtedness shall exceed $15,500,000 and copies of all Discretionary Credit
Requests (as such term is defined in the Term Loan Documents (as in effect on
the date hereof)) simultaneously with the delivery of any and all Discretionary
Credit Requests to Term Loan Agent or Term Loan Lenders.


 


(ii)  Agent shall have received true, correct and
complete copies of all agreements, documents, and instruments evidencing or
otherwise related to such Indebtedness, including the Term Loan Documents, each
as duly authorized, executed and delivered by the parties thereto,


 


(iii)  all Discretionary Credits (as defined in the
Term Loan Document (as in effect on the date hereof)) shall be made on terms
and conditions acceptable to Agent,


 


(iv)  Agent shall have received the Term Loan
Intercreditor Agreement, in form and substance satisfactory to Agent, duly
authorized, executed and delivered by the parties thereto,


 


(v)  such Indebtedness shall only be secured by
the liens permitted under Section 7.4(n) hereof,


 


(vi)  no Borrower or its Subsidiaries shall make
any payments with respect to such Indebtedness except that (A) Doe Run
may make regularly scheduled payments in respect of daily 


 


80

















 


interest with respect to such
Indebtedness in accordance with Section 3.1.1 of the Term Loan Agreement (as in
effect on the date hereof) and the terms of the Term Loan Intercreditor
Agreement, (B) Doe Run may make payments in respect of contingent interest with
respect to such Indebtedness in accordance with Section 3.1.2 of the Term Loan
Agreement (as in effect on the date hereof) and the terms of the Term Loan
Intercreditor Agreement; provided, that, Agent shall have
received not less than ten (10) Business Days prior written notice of Doe Run’s
intention to make such payments, (C) Doe Run may pay the principal amount of
such Indebtedness in full on the maturity date set forth in the Term Loan
Documents (as in effect on the date hereof) and in accordance with the terms of
the Term Loan Intercreditor Agreement, (D) Doe Run may pay fees, expenses,
reimbursements and indemnity payments when due in accordance with the terms of
the Term Loan Agreement (as in effect on the date hereof) and in accordance
with the terms of the Term Loan Intercreditor Agreement, (E) Doe Run may make
mandatory payments of principal and interest in respect of the Term Loan Debt
in accordance with Section 4.2 of the Term Loan Agreement (as in effect on the
date hereof) and the terms of the Term Loan Intercreditor Agreement, and (F)
Doe Run may prepay, redeem, retire, repurchase or defease, in whole or in part,
the Term Loan Debt as in effect on the date of the issuance thereof, so long as
(1) Doe Run provides Agent with two (2) Business Days’ prior written notice of
the intention of Doe Run or its Subsidiaries to make any such prepayment,
(2) as of the date of such prepayment and after giving effect thereto, no
Obligations (other than pursuant to Borrowing Base LC Accommodations and the
costs, expenses and other charges relating thereto) shall be then outstanding,
(3) as of the date of such prepayment and after giving effect thereto, the
aggregate Excess Availability of Borrowers shall be not less than $10,000,000
and the aggregate Excess Availability of Borrowers shall have been not less
than $10,000,000 for each of the immediately preceding thirty (30) consecutive
days, and (4) no Event of Default, or act, condition or event which with notice
or passage of time or both would constitute an Event of Default, exists or has
occurred and is continuing,


 


(vii)  no Borrower or its Subsidiaries shall,
directly or indirectly, (A) amend, modify, alter or change any terms of such
Indebtedness or any other provision of any agreement, document or instrument
which governs or affects such Indebtedness except, that, Doe Run
may, after prior written notice to Agent, amend, modify, alter or change the
terms thereof so as to extend the maturity thereof or defer the timing of any
payments in respect thereof, or to forgive or cancel any portion of such
Indebtedness (other than pursuant to payments thereof), or to reduce the
interest rate or any fees in connection therewith, or to make any covenants
contained therein less restrictive or burdensome as to Doe Run or any of its
Subsidiaries, or to make such other changes which would not be expected to
adversely impact Doe Run’s or its Subsidiaries’ ability to repay the
Obligations or the Agent’s rights to realize on its Collateral or (B) redeem,
retire, defease, purchase or otherwise acquire such Indebtedness, or set aside
or otherwise deposit or invest any sums for such purpose except as permitted in
Section 7.3(m)(vi) above,


 


81

















 


(viii)  Borrowers shall furnish to Agent all notices
or demands in connection with such Indebtedness either received by Borrowers,
or on their behalf, promptly after the receipt thereof or sent by Borrowers, or
on their behalf concurrently with the sending thereof, as the case may be, and


 


(ix) Doe Run
shall not request that Renco Group purchase any Term Loan Debt from the Term
Loan Lenders or the Departing Lenders (as such term is defined in the Term Loan
Credit Agreement) pursuant to the terms of Section 11.6 of the Term Loan Credit
Agreement (as in effect on the date hereof) unless each of the following
conditions has been satisfied as determined by Agent: (A) Agent shall have
received not less that five (5) Business Days notice from Borrowers with
respect thereto, (B) Borrowers shall deliver, or cause to be delivered, to
Agent true, correct and complete copies of all agreements, documents and
instruments with respect thereto, (C) Agent shall have received from Renco
Group, the agreements required by Section 3.3 of each of the Term Loan
Intercreditor Agreement and the New Secured Note Intercreditor Agreement,
and  (D) as of the date Renco Group
purchases the commitments of the Term Loan Lenders in accordance with Section
11.6 of the Term Loan Credit Agreement, no Event of Default or act, condition
or event which with notice or passage of time or both, exists or has occurred;


 


(n)  Indebtedness of Doe Run and its Subsidiaries
up to the principal amount of $175,832,200 (together with additions to
principal arising from interest paid in kind pursuant to the terms of the New
Secured Notes as in effect on the date hereof) evidenced by the New Secured
Notes as reduced by payments of principal in respect thereof, plus interest
thereon at the rate provided for in the New Secured Notes as in effect on the
date of the issuance thereof; provided, that: (i) Doe Run shall
only make regularly scheduled payments of principal and interest or other
mandatory payments in respect of such Indebtedness in accordance with the terms
of the New Secured Notes as in effect on the date of the issuance thereof, except
that Doe Run may prepay, redeem, retire, repurchase or defease, in whole
or in part, the New Secured Notes as in effect on the date of the issuance
thereof, so long as (A) Doe Run provides Agent with two (2) Business Days’ prior
written notice of the intention of Doe Run or its Subsidiaries to make any such
prepayment, (B) as of the date of such prepayment and after giving effect
thereto, no Obligations (other than pursuant to Borrowing Base LC
Accommodations and the costs, expenses and other charges relating thereto)
shall be then outstanding, (C) as of the date of such prepayment and after
giving effect thereto, the aggregate Excess Availability of Borrowers shall be
not less than $10,000,000 and the aggregate Excess Availability of Borrowers
shall have been not less than $10,000,000 for each of the immediately preceding
thirty (30) consecutive days, and (D) no Event of Default, or act, condition or
event which with notice or passage of time or both would constitute an Event of
Default, exists or has occurred and is continuing, (ii) Borrowers shall not,
directly or indirectly, (A) amend, modify, alter or change the terms of
the New Secured Note Agreements or any agreements, documents or instruments
executed and/or delivered in connection therewith as in effect on the date
thereof or (B) redeem, retire, defease, purchase or otherwise deposit or invest
any sums for such purpose, except for (1) the prepayments, redemptions
and defeasances permitted under Section 7.3(n)(i) above, and (2) mandatory
repurchases of New Secured Notes required in 


 


82

















 


accordance with the terms of
the New Secured Note Indenture (as in effect on the date of the execution and
delivery thereof), (iii)  Doe Run shall furnish to Agent copies of all
notices, demands or other materials either received from the New Secured Note
Trustee or any of the holders of the New Secured Notes, or on its or their
behalf, promptly after receipt thereof, or sent by Doe Run or any of its
Affiliates, or on its or their behalf, to the New Secured Note Trustee or any
other representative of the holders of the New Secured Notes, concurrently with
the sending thereof, as the case may be, and (iv) such Indebtedness evidenced
by the New Secured Notes is and shall at all times only be secured by the New
Secured Note Subsequent Collateral;


 


(o)  unsecured Indebtedness of Doe Run to the
holders of the New Warrants arising after the date hereof pursuant to the right
of such holders to require Doe Run to purchase the New Warrants pursuant to the
terms of the New Warrant Documents (as the same are in effect on the date
hereof) and the deferral of the payment of such Indebtedness in accordance with
the terms of the New Warrant Agreement (as in effect on the date hereof); provided,
that, (i) such Indebtedness is, in all respects, subject to and
subordinate in right of payment to the right of Agent to receive the prior
indefeasible payment and satisfaction in full of all of the Obligations, (ii) Doe
Run shall provide written notice to Agent promptly upon the creation of such
Indebtedness by the exercise of the put option by the New Secured Noteholders
in respect of the New Warrants, which notice shall set forth in detail
satisfactory to Agent, the amount of New Warrants subject to such put option
exercise, and such other information with respect thereto as Agent may
reasonably request, (iii) Doe Run shall not make any payments in respect of
such Indebtedness, except  that Doe Run may purchase the put or
make other mandatory payment in respect of such Indebtedness in accordance with
the terms of the New Warrant Documents (as the same are in effect on the date
hereof), so long as (A) Borrower provides Agent with two (2) Business Days’
prior written notice of the intention of Doe Run or its Subsidiaries to make
any such a purchase, (B) as of the date of such purchase and after giving
effect thereto, the aggregate Excess Availability of Borrowers shall be not
less than $10,000,000 and the aggregate Excess Availability of Borrowers shall
have been not less than $10,000,000 for each of the immediately preceding
thirty (30) consecutive days, and (C) no Event of Default, or act, condition or
event which with notice or passage of time or both would constitute an Event of
Default, exists or has occurred and is continuing, Agent shall have received
true, correct and complete copies of all agreements, documents and instruments
evidencing or otherwise related to such Indebtedness, (i) the terms and
conditions of such Indebtedness shall in all respects be reasonably
satisfactory to Agent, (ii) Borrowers shall not, directly or indirectly (A)
amend, modify, alter or change the terms of such Indebtedness or any agreement,
document or instrument related thereto in any material respect, or (B) redeem,
retire, defease, purchase or otherwise acquire such Indebtedness, or set aside
or otherwise deposit or invest any sums for such purpose, and (iii) Borrowers
shall furnish to Agent all notices or demands in connection with such Indebtedness
either received by Borrowers or on their behalf, promptly after the receipt
thereof, or sent by Borrowers or on its behalf, concurrently with the sending
thereof, as the case may be;


 


(p)  Indebtedness of a Borrower to an Insurance
Premium Lender, provided, that,


 


83

















 


(i)  in no event shall the total amount of such
Indebtedness outstanding to all Insurance Premium Lender at any time exceed
$8,000,000 in the aggregate for Borrowers,


 


(ii)  the Insurance Premium Lender to which such
Indebtedness is owed shall only have the right to cancel or terminate the
insurance policy subject to its security interest, and shall only cancel or
terminate any such policy, after thirty (30) days prior written notice to Agent
and may only take such action with respect to such policy in the event that (A)
a Borrower has failed to make a regularly scheduled payment in respect of the
Indebtedness owed to such Insurance Premium Lender when due and described in
this Section 7.3(p) and (B) any applicable cure period with respect thereto has
expired,


 


(iii)  Agent shall have received true, correct and
complete copies of all agreements, documents and instruments evidencing or
otherwise related to such Indebtedness, as duly authorized, executed and
delivered by the parties thereto,


 


(iv)  a Borrower may make regularly scheduled
payments of principal and interest in respect of such Indebtedness in
accordance with the terms of the agreements, documents and instruments by and
between any Borrower and such Insurance Premium Lender which terms and
conditions shall be acceptable to Agent,


 


(v)  such Indebtedness shall be unsecured except
to the extent permitted under Section 7.4(p) hereof,


 


(vi)  Borrowers and their Subsidiaries shall not,
directly or indirectly, (A) amend, modify, alter or change the terms of the
agreements with respect to such Indebtedness; except, that,
Borrowers and their Subsidiaries may, after prior written notice to Agent,
amend, modify, alter or change the terms thereof so as to extend the maturity
thereof or defer the timing of any payments in respect thereof, or to forgive
or cancel any portion of such Indebtedness (other than pursuant to payments
thereof), or to reduce the interest rate or any fees in connection therewith,
or to make any covenants contained therein less restrictive or burdensome as to
Borrowers and their Subsidiaries or otherwise more favorable to Borrowers and
their Subsidiaries, or (B) redeem, retire, defease, purchase or otherwise
acquire such Indebtedness, or set aside or otherwise deposit or invest any sums
for such purpose, and


 


(vii)  Borrowers and their Subsidiaries shall
furnish to Agent all notices or demands in connection with such Indebtedness
either received by Borrowers and their Subsidiaries or on their behalf after
the receipt thereof, or sent by Borrowers and their Subsidiaries or on their
behalf, concurrently with the sending thereof, as the case may be, and


 


(q)
Indebtedness of any Borrower to another Borrower.


 


84

















 


7.4  Limitation
on Liens.  Each Borrower shall
not, and shall not permit any Subsidiary to, create or suffer to exist any
mortgage, pledge, security interest, lien, encumbrance, defect in title or
restriction upon the use, any of its assets or properties, whether now owned or
hereafter acquired, except:


 


(a)  the security interests in and liens upon the
Collateral in favor of Agent for itself and the ratable benefit of Lenders;


 


(b)  mechanics, materialmen, warehousemen and
other like statutory liens arising in the ordinary course of such Borrower’s or
any of its Subsidiaries’ respective businesses to the extent (i) such liens
secure Indebtedness which is not overdue or (ii) until foreclosure or similar
proceedings shall have been commenced, such liens secure Indebtedness relating
to claims or liabilities which are (A) fully insured and being defended at the
sole cost and expense and the sole risk of the insurer or (B) being contested
in good faith by appropriate proceedings diligently pursued and available to
such Borrower or its Subsidiaries which proceedings have the effect of
preventing the forfeiture or sale of the property or asset subject to such lien
and are adequately escrowed for or reserved against in the judgment of Agent;


 


(c)  liens for taxes not yet due and payable or
liens for taxes being contested in good faith and by appropriate proceedings
for which adequate reserves have been established in accordance with GAAP;


 


(d)  liens (other than any lien imposed by ERISA)
incurred on assets or property other than the Collateral, or deposits of cash
made, in each case in the ordinary course of business, (i) in connection with
liability insurance, workers’ compensation, unemployment insurance and other
types of social security, or (ii) to secure the performance of tenders,
statutory obligations, surety and appeal bonds, bids, leases, contracts,
performance and return-of-money bonds and other similar obligations incurred in
the ordinary course of business, in an aggregate amount (in the case of this
clause (d)(ii)) not to exceed $10,000,000 at any time outstanding);


 


(e)  leases or subleases granted to third Persons
not interfering with the ordinary course of business of a Borrower or any of
its Subsidiaries;


 


(f)  any attachment or judgment lien arising from
a judgment not giving rise to an Event of Default, or an act, condition or
event which with notice or passage of time or both would constitute an Event of
Default so long as such lien, if encumbering Collateral, has not attached to
such Collateral for more than forty-five (45) days and so long as no
enforcement action has commenced with respect to such Collateral;


 


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(g)  easements, rights-of-way, restrictions,
encroachments, licenses, zoning restrictions, permits and other similar charges
or encumbrances, and Environmental Laws and other laws of general
applicability, in each case not interfering in any material respect with the
business of any Borrower and its Subsidiaries;


 


(h)  non-consensual liens which may arise or be
created under ERISA and under Environmental Laws that are being contested in
good faith and as to which adequate reserves have been established to the
extent required by GAAP; provided  that, the amount of all of the
liabilities secured by all such liens do not in the aggregate exceed
$2,000,000;


 


(i)  liens arising from (i) operating leases and
the precautionary UCC financing statement filings in respect thereof and (ii)
equipment borrowed (but not in connection with, or as part of, the financing
thereof) and (iii) tolling and/or consignment arrangements with third parties,
in each case entered into from time to time in the ordinary course of business
and consistent with past practices and the precautionary UCC financing
statement filings in respect thereof;


 


(j)  purchase money mortgages or other purchase
money liens or security interests upon any specific fixed assets hereafter
acquired or liens or security interests existing on any such future fixed assets
at the time of acquisition thereof and including in any event any leases with
respect to Capitalized Lease Obligations; provided, that: (i) no
such purchase money lien or security interest (or lease with respect to
Capitalized Lease Obligations, as the case may be) covering specific future
fixed assets or as refinanced shall extend to or cover any other property other
than the specific fixed assets so acquired, or acquired subject to such lien or
security interest (or lease) and the proceeds thereof, (ii) such lien or
security interest only secures the obligation to pay the purchase price of such
specific fixed assets (or the Capitalized Lease Obligations, as the case may
be), (iii) the principal amount secured thereby shall not exceed one hundred
(100%) percent of the cost of the fixed assets so acquired (or leased), and (iv)
as of the date of the granting of such mortgage, lien or security interest and
after giving effect thereto, no Event of Default, or act, condition or event
which with notice or passage of time or both would constitute an Event of
Default, shall exist or have occurred and be continuing;


 


(k)  the liens, encumbrances or security
interests listed on Schedule 6.10 hereto, provided, that, such
liens, encumbrances or security interests (i) do not interfere with the use of
the property or the ordinary conduct of the businesses of each Borrower or its
Subsidiaries as presently conducted or proposed to be conducted thereon and (ii)
do not impair the value of the affected property;


 


(l)  liens on assets of each Borrower or its
Subsidiaries (other than Collateral) not otherwise permitted above, that secure
obligations otherwise permitted hereunder not in excess of $1,000,000 in the
aggregate;


 


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(m)  the first priority security interests in,
and mortgages and liens upon, and the filing of financing statements covering
the Existing Secured Note Collateral to secure the Indebtedness of Doe Run
evidenced by the Existing Secured Notes permitted under Section 7.3(m) hereof, provided,
that, Agent shall have received, in form and substance satisfactory to
Agent, an agreement from the Existing Secured Note Trustee permitting Agent to
enter and use the Equipment and Real Property and other assets and properties
of Doe Run subject to such security interests, mortgages and liens permitted
hereunder to exercise the rights and remedies of Agent with respect to the
Collateral as set forth in the Existing Secured Note Intercreditor Agreement;


 


(n)  the security interests in and liens upon the
Term Loan Collateral in favor of Term Loan Agent, for the benefit of Term Loan
Lenders, to secure the Term Loan Debt permitted under Section 7.3(m) hereof; provided,
that, such security interests in and liens upon the Collateral in favor
of Term Loan Agent, are and shall be junior and subordinate at all times on
terms and conditions acceptable to Agent as set forth in the Term Loan
Intercreditor Agreement; and


 


(o)  the second priority security interests in,
and mortgages and liens upon, and the filing of financing statements covering,
the New Secured Note Initial Collateral to secure the Indebtedness of Doe Run
evidenced by the New Secured Notes permitted under Section 7.3(n) hereof and
upon the exchange of or payment in full of the Existing Secured Notes, the
second priority security interests in, and mortgages and liens upon, and the
filing of financing statements covering, the New Secured Note Subsequent
Collateral to secure the Indebtedness of Doe Run evidenced by the New Secured
Notes permitted under Section 7.3(n) hereof, provided, that, in
each case, Agent shall have received, in form and substance satisfactory to
Agent, an agreement from the New Secured Note Trustee permitting Agent to enter
and use the New Secured Note Subsequent Collateral to exercise the rights and
remedies of Agent with respect to all collateral at any time granted to the New
Secured Note Trustee, as set forth in the New Secured Note Intercreditor
Agreement;


 


(p)  security interests and liens of an Insurance
Premium Lender on the Insurance Premium Collateral arising in connection with
the property and/or casualty insurance policies financed by such Insurance
Premium Lender to secure the Indebtedness owing to Insurance Premium Lender for
premiums for such policies paid by such Insurance Premium Lender to the extent
permitted under Section 7.3(p) hereof; and


 


(q) valid
purchase money liens in favor of a third party with respect to the sale of
concentrates or other raw materials to Doe Run in the ordinary course of
business to the extent of applicable law; provided, that, (i)
such concentrates and raw materials are not reported to Agent as Eligible
Inventory, (ii) such security interests and liens shall be limited to the
concentrates or other raw materials supplied by such third party, (iii) such
third party shall not have a lien on any assets of Doe Run (including any
Accounts or any other products or proceeds that use or incorporate such
concentrates or raw materials) other than such concentrates or raw materials
supplied by such third party.


 


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7.5  Loans, Investments, Guarantees, Etc.  Each Borrower shall not, and shall not
permit any Subsidiary to, directly or indirectly, make any loans or advance
money or property to any Person, or invest in (by capital contribution,
dividend or otherwise) or purchase or own a futures contract or otherwise
become liable for the purchase and sale of any currency, commodities or raw
materials at a future date in the nature of a futures contract (which for this
purpose shall not include the customary agreements entered into by Doe Run with
its customers for the sale of Inventory in the ordinary course of business
consistent with its current practices as of the date hereof), purchase or
repurchase the Capital Stock or Indebtedness or all or a substantial part of
the assets or property of any Person, or guarantee, assume, endorse, or
otherwise become responsible for (directly or indirectly) the Indebtedness,
performance, obligations or dividends of any Person, or hold any cash or Cash
Equivalents, or agree or commit to do any of the foregoing, except:


 


(a)  the endorsement of instruments for
collection or deposit in the ordinary course of business;


 


(b)  investments in cash or Cash Equivalents so
long as no Loans are outstanding, which shall be pledged and delivered to Agent
upon Agent’s request;


 


(c)  capital contributions or other investments
by each Borrower in, or loans by each Borrower to, or any other payments by
such Borrower in connection with the acquisition or formation of, any of such
Borrower’s Wholly-Owned Subsidiaries, which are not Borrowers (“Non-Borrower
Subsidiaries”), provided, that, (i) as of the date of such
capital contribution or other investments, loans or payments, as the case may
be, and after giving effect thereto, no Event of Default, or act, condition or
event which with notice or passage of time or both would constitute an Event of
Default shall exist or have occurred, (ii) in no event shall the total
amount of any capital contributions, investments, loans or other payments by
Borrowers to or in connection with any such Non-Borrower Subsidiaries
outstanding at any time exceed $1,000,000 in the aggregate with respect to all
of such Non-Borrower Subsidiaries which have not executed and delivered a
security agreement to Agent as described in Section 7.2(b)(ii), calculated
without giving effect to any write-ups, write-downs or write-offs thereof, but
net of dividends or other distributions received by Borrowers from, or any
repayment of any loans or advances made by, the respective Non-Borrower
Subsidiary after the making of such capital contribution, investment or loan, (iii) the
proceeds of accounts receivable and sales of inventory and goods of such Non-Borrower
Subsidiary shall be paid to the Blocked Accounts, and (iv) to the extent
required under Section 7.2 hereof, such Non-Borrower Subsidiary has executed
and delivered to Agent such agreements, documents and instruments as are
described in Section 7.2 hereof;


 


(d) investment
prior to the date hereof, by Doe Run in Doe Run Cayman or its Subsidiaries and
loans by Doe Run after the date hereof to Doe Run Cayman or its Subsidiaries, 


 


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provided,
that, (i) in no event shall the total amount of all such loans
after the date hereof exceed $10,000,000 in the aggregate outstanding at any
time, (ii) as of the date of each such loan, and after giving effect thereto,
no Event of Default, or act, condition or event which with notice or passage of
time or both would constitute an Event of Default shall exist or have occurred,
(iii) as of the date of each such loan, and after giving effect thereto,
the daily average of the aggregate Excess Availability of Borrowers for the
immediately preceding thirty (30) consecutive day period shall be not less than
$10,000,000, and as of the date of such loan and after giving effect thereto,
the aggregate Excess Availability of Borrowers shall be not less than
$10,000,000, and no Obligations arising pursuant to the Supplemental Loan
Credit Facility shall be then outstanding, (iv) Agent shall have received
not less than three (3) Business Days prior written notice of the intention of
Doe Run to make any such loan, (v) the proceeds of such loan shall only be
used by Doe Run Cayman or its Subsidiaries for working capital in the ordinary
course of business, (vi) Doe Run shall not, directly or indirectly, amend,
modify, alter or change the terms of such loan or any agreement, documents or instrument
related thereto, and (vii) Doe Run shall furnish to Agent all notices,
demands or other materials in connection with such loans either received by Doe
Run or on its behalf, promptly after the receipt thereof, or sent by Doe Run or
on its behalf, concurrently with the sending thereof, as the case may be;


 


(e)  capital contributions or other investments
by Doe Run, in, or loans by Doe Run to, Doe Run Exploration S.A. (Proprietary)
Ltd. (South Africa) after the date hereof, provided, that, (i) in
no event shall the total amount of all such capital contributions, investments
and loans exceed $1,000,000 in any fiscal year of Doe Run, and (ii) as of the
date of each such capital contribution, other investment in or loan to, Doe Run
Exploration S.A. (Proprietary) Ltd. (South Africa), and after giving effect
thereto, no Event of Default, or act, condition or event which with notice or
passage of time or both would constitute an Event of Default shall exist or
have occurred;


 


(f)  guarantees by any Wholly-Owned Subsidiary of
each Borrower of the Obligations in favor of Agent;


 


(g) (i) loans
by any Non-Borrower Subsidiaries to any Borrower after the date hereof to the
extent the Indebtedness of such Borrower as a result of such loans is permitted
under Section 7.3(g) hereof, and (iii) loans by any Borrower to any other
Borrower to the extent the Indebtedness of such Borrower to such Borrower as a
result of such loans is permitted under Section 7.3(q) hereof;


 


(h)  loans, payments, dividends, investments or
distributions of any kind by Borrowers to DRA and Renco Group or by DRA to
Renco Group to the extent permitted under Section 7.7 hereof;


 


(i)  unsecured contingent obligations of each
Borrower or any of its Wholly-Owned Subsidiaries evidenced by guarantees, performance
bonds and surety bonds incurred in the ordinary 


 


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course of business of such
Borrower or such Wholly-Owned Subsidiary to the extent constituting
Indebtedness permitted under Section 7.3;


 


(j) guarantees
by each Borrower or any Wholly-Owned Subsidiary of such Borrower of
Indebtedness of such Borrower or Subsidiary permitted under Section 7.3 hereof;


 


(k)  loans and advances to employees, officers
and directors of Borrowers in an aggregate principal amount not to exceed
$500,000 at any time outstanding;


 


(l)  purchases of raw materials by a Borrower or
its Subsidiaries in the ordinary course of business and consistent with current
practices as of the date hereof (including pursuant to forward purchase
agreements so long as reasonably related to such Borrower’s or its respective
Subsidiary’s anticipated needs for such raw material in its production process,
and so long as such forward purchase agreements are not speculative in nature
and do not extend for a period longer than twelve (12) months after the date
thereof);


 


(m)  investments or other Indebtedness which may
be deemed to exist as a result of Interest Rate Protection Obligations or
Hedging Agreements, to the extent Indebtedness in connection with such
arrangements is permitted under Section 7.3 hereof;


 


(n)  the guarantee by the Existing Secured Note
Guarantors of the Indebtedness of Doe Run evidenced by the Existing Unsecured
Notes to the extent such Indebtedness of Doe Run is permitted under Section 7.3
hereof;


 


(o)  the other existing loans, advances and
guarantees by each Borrower or its Subsidiaries outstanding as of the date
hereof as set forth on Schedule 7.5 hereto not otherwise permitted above; provided,
that, as to such loans, advances and guarantees, (i) such Borrower
or its Subsidiary shall not, directly or indirectly, (A) amend, modify,
alter or change the terms of such loans, advances or guarantees or any
agreement, document or instrument related thereto, or (B) as to such
guarantees, redeem, retire, defease, purchase or otherwise acquire such
guarantee or set aside or otherwise deposit or invest any sums for such purpose
and (ii) such Borrower and Subsidiary shall furnish to Agent all notices,
demands or other materials in connection with such loans, advances or
guarantees either received by Borrower or Subsidiary or on its behalf, promptly
after the receipt thereof, or sent by such Borrower or Subsidiary or on its
behalf, concurrently with the sending thereof, as the case may be;


 


(p)  the guarantee by Fabricated Products  and the other Existing Secured Note
Guarantors of the Indebtedness of Doe Run evidenced by the Existing Notes to
the extent such Indebtedness is permitted under Section 7.3 hereof;


 


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(q)  the capital contribution or other investment
by Doe Run in Buick Recycling after the date hereof to the extent permitted by
Section 7.6(c) hereof;


 


(r)  the guarantee by any Subsidiaries of Doe Run
of the Term Loan Debt to the extent such Indebtedness is permitted under
Section 7.3 (m) hereof;


 


(s)  the guarantee by any Subsidiaries of Doe Run
of the Indebtedness evidenced by the New Secured Notes to the extent such
Indebtedness is permitted under Section 7.3 (n) hereof;


 


(t)  the purchase by Doe Run of the New Warrants
to the extent permitted by Section 7.3(o) hereof;


 


(u)  loans by Doe Run to Doe Run Peru prior to
the date hereof evidenced by the Doe Run Peru Intercompany Note (as in effect
on the date hereof),  provided, that,
(i) in no event shall the total amount of all such loans exceed
$139,062,500 in the aggregate outstanding at any time (exclusive of the amounts
of such loans permitted under Section 7.5(d) hereof), (ii) Agent shall have
received a true correct and complete copy of the Doe Run Peru Intercompany Note
(as in effect on the date hereof), (iii) the proceeds of such loan shall
have been used by Doe Run Peru to pay in full the existing indebtedness of Doe
Run Peru to Banco de Credito pursuant to the Prior Banco de Credito Agreements,
(iv) Doe Run shall not, directly or indirectly, amend, modify, alter or
change the terms of such loan or any agreement, documents or instrument related
thereto (including the Doe Run Peru Promissory Note), and (v) Doe Run
shall furnish to Agent all notices, demands or other materials in connection
with such loans either received by Doe Run or on its behalf, promptly after the
receipt thereof, or sent by Doe Run or on its behalf, concurrently with the
sending thereof, as the case may be; and


 


(v) existing
investment by Doe Run in Compass as of the date hereof.


 


7.6  Transactions with Affiliates.  Each Borrower shall not, and shall not
permit any Subsidiary to, directly or indirectly, purchase, acquire or lease
any property from, or sell, transfer or lease any property to, any shareholder,
officer, director, agent, employee or other Affiliate of Borrower (and in any
event from or to Renco Group and any Affiliate of Renco Group or from or to Doe
Run Cayman and any of its Subsidiaries) except


 


(a)  in
the ordinary course of and pursuant to the reasonable requirements of such
Person’s business, and upon fair and reasonable terms no less favorable to such
Borrower or Subsidiary than such Borrower or Subsidiary would obtain in a
comparable arms’-length transaction with a person who is not an Affiliate
(including with respect to costs, prices and amounts), or with respect to the
contribution to a Subsidiary (including for this purpose, Doe Run Cayman and
its Subsidiaries) of obsolete assets and other surplus assets which, in all
cases, are not Collateral, and are 


 


91

















 


no longer used or useful in the
business of a Borrower or its Subsidiaries (including for this purpose, Doe Run
Cayman and its Subsidiaries) or with respect to services provided by Doe Run to
Doe Run Peru under the U.S. Services Agreements,


 


(b)
 payments by any Borrower to DRA or Renco Group to the extent permitted
under Section 7.7 hereof,


 


(c)  the
capital contribution by Doe Run to Buick Recycling after the date hereof of the
assets and properties of Doe Run related to its Buick Recycling Division and
described on Schedule 7.6(c) hereto so long as each of the following conditions
shall be satisfied as determined by Agent:


 


(i)  Agent shall have received not less than
fifteen (15) Business Days’ prior written notice of the proposed capital
contribution and transfer of assets and such information with respect thereto
as Agent may reasonably request, including (A) the proposed date of the capital
contribution and transfer of assets, (B) the name, address, jurisdiction of
organization and federal identification number of Buick Recycling (or
equivalent in the applicable jurisdiction), (C) a list and description of
the assets to be contributed (including the addresses of the locations thereof
and whether such locations are owned, leased or operated by a thirty party, and
if leased or operated by a third party, the name and address of the lessor or
third party), and (D) the total value of the contribution,


 


(ii)  as of the date of such capital contribution
and after giving effect thereto, no Event of Default or act, condition or event
which with notice or passage of time or both would constitute an Event of
Default, shall exist or have occurred and be continuing,


 


(iii)  promptly upon Agent’s request, Borrowers
shall deliver, or cause to be delivered, to Agent true, correct and complete
copies of all agreements, documents and instruments relating to such capital
contribution and the transfer of the assets described on Schedule 7.6(c) hereto
including but not limited to any license agreements related to the operation of
such assets by any Borrower, the Buick Asset Transfer Agreements and any
amendments thereto entered into after the date hereof,


 


(iv)  promptly upon Agent’s request, Borrowers and
Guarantor shall execute and deliver, or cause to be executed and delivered, to
Agent such agreements, documents and instruments in connection with such
capital contribution as Agent may reasonably request, including, without
limitation, UCC financing statements, Collateral Access Agreements, licensor
agreements, any other agreements with third parties in possession or control of
the Collateral and any amendments or supplements to any of the foregoing,


 


(v)  the assets and properties being acquired by
Buick Recycling pursuant to such capital contribution shall be substantially
consistent with, and related to, the business of the Buick Recycling Division
of Doe Run as currently conducted as of the date hereof,


 


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(vi)  the assets acquired by Buick Recycling
pursuant to such capital contribution and the Buick Asset Transfer Agreements
shall be free and clear of any security interest, mortgage, pledge, lien or
other encumbrance (other than security interests and liens permitted under
Section 7.4 hereof), and Agent shall have received evidence satisfactory of the
same,


 


(vii)  the capital contribution of such assets to
Buick Recycling pursuant to such capital contribution shall not violate any law
or regulation or any order or decree of any court or Governmental Authority in
any material respect and shall not and will not conflict with or result in the
breach of, or constitute a default in any material respect under, any
agreement, document or instrument to which any Borrower or its Subsidiaries is
a party or may be bound, or result in the creation or imposition of any lien,
charge or encumbrance upon any of the property of any Borrower or its
Subsidiaries (other than security interests and liens permitted under Section
7.4 hereof) or violate any provision of the certificate of incorporation or
by-laws (or other organizational documents, as applicable) of any Borrower or
its Subsidiaries,


 


(viii)  Borrowers and Guarantor shall not become
obligated with respect to any Indebtedness, nor any of their property become
subject to any security interest, mortgage, pledge, lien or other encumbrance
pursuant to such capital contribution unless such Borrower or Guarantor could
incur such Indebtedness or create such security interest, mortgage, pledge,
lien, charge, hypothec or other encumbrance hereunder or under the other
Financing Agreements,


 


(ix)  Agent shall have received, in form and
substance reasonably satisfactory to Agent, (A) evidence that Agent has
first priority valid and perfected security interests in and liens upon such of
the contributed assets which are of the type, nature and description set forth
in Section 5.1 hereof to secure the Obligations of Borrowers, (B) all
Collateral Access Agreements and other consents, waivers, acknowledgments and
other agreements from third persons which Agent may reasonably deem necessary
or desirable in order to permit, protect, perfect and realize upon its security
interests in and liens upon the assets acquired pursuant to such transfer, and
(C) such other agreements, documents and instruments as Agent may
reasonably request in connection therewith,


 


(x)  promptly upon Agent’s request, each Borrower
and Guarantor shall immediately upon the effectiveness of such capital
contribution expressly confirm in writing pursuant to an agreement, in form and
substance satisfactory to Agent, its continuing liability in respect of the
Obligations and the Financing Agreements to which it was a party prior to such
capital contribution and execute and deliver, or cause to be executed and
delivered, such other agreements, documents and instruments as Agent may
reasonably request in connection therewith (including, without limitation, UCC
financing statements as to new locations and Collateral Access Agreements),


 


(xi)  on the date of the transfer, Agent shall
have received from Buick Recycling such other agreements, documents and
instruments as Agent may require, including, but not limited to, 


 


93

















 


supplements and amendments
hereto and other loan agreements or instruments evidencing indebtedness of such
new Subsidiary to Agent,


 


(xii) except
for the assets described on Schedule 7.6(c) hereto, Doe Run and Fabricated
Products shall not sell, assign or transfer any assets to Buick under the terms
of the any of the Buick Asset Transfer Agreements or otherwise without the
prior written consent of Agent,


 


(xiii) no such
transfer shall occur after April 30, 2003, and


 


(d)  the transactions to the extent permitted
pursuant to Section 7.5 hereof and Indebtedness to the extent permitted
pursuant to Sections 7.3(g), (h), (j) and (q) hereof.


 


7.7  Restricted
Payments.


 


(a)  Except as set forth in Section 7.7(b) below,
each Borrower shall not, and shall not permit any Subsidiary to, directly or
indirectly, (i) declare or pay any cash dividends or dividends payable in
property other than Capital Stock on account of any shares of any class of
Capital Stock of such Borrower now or hereafter outstanding, or set apart any
sums for such purpose, or redeem, retire, defease, purchase or otherwise
acquire any shares of any class of Capital Stock of such Borrower (or set aside
or otherwise deposit or invest any sums for such purpose) for any consideration
other than Capital Stock or apply or set apart any sums, or make any other
distribution (by reduction of capital or otherwise) in respect of any such
shares or agree to do any of the foregoing, (ii) pay to any shareholder,
officer, director, agent, employee or other Affiliate of a Borrower (and in any
event including Renco Group and any Affiliate of Renco Group) any management,
consulting or other fees or any amount for any management assistance or
services rendered by such persons to a Borrower other than compensation under
base pay, bonuses paid to management, and gain or profit sharing or net worth
appreciation programs, each  consistent
with Borrowers’ current practices; provided, that, except as
Agent may otherwise agree, Borrowers shall not, and shall not permit any
Subsidiary to, make any payments directly or indirectly in respect of bonuses
paid to management, and gain or profit sharing or net worth appreciation
programs, at any time after (A) Agent may send Renco Group a Renco Primary
Funding Notice in accordance with Section 2.1 of the Renco Junior Participation
Agreement which notifies Renco Group that it shall be required to pay an
additional purchase price for a junior participation in a Supplemental Loan and
(B) if made, such Supplemental Loan shall cause the Obligations arising from
the Supplemental Loans to exceed $10,000,000, or (iii) make any payments
in respect of Indebtedness owing to any shareholder, officer, director or other
Affiliate of Borrower (and in any event including Renco Group and any Affiliate
of Renco Group other than a Subsidiary of such Borrower) except as set forth in
the Renco Junior Participation Agreement (in effect on the date hereof).


 


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(b)  Notwithstanding anything to the contrary
contained in Section 7.5 or Section 7.7(a) above:


 


(i)  any Subsidiary of a Borrower may declare and
pay dividends to such Borrower or any Wholly-Owned Subsidiary of such Borrower
which owns any equity interests in such Subsidiary;


 


(ii)  any Subsidiary of a Borrower which is not a
Wholly-Owned Subsidiary may declare and pay dividends to its shareholders
generally, so long as such Borrower and/or any other Subsidiary of such
Borrower which owns equity interests in such Subsidiary receives at least its
proportionate share (based upon its respective equity interests) of any
dividend so declared paid;


 


(iii)  each Borrower may make payments to Renco
Group or an affiliate of Renco Group on behalf of itself and its Subsidiaries
(including for this purpose, Doe Run Cayman and its Subsidiaries) pursuant to
the Tax Sharing Agreement between Borrowers and their Subsidiaries and Renco
Group (as in effect on the date hereof); provided, that, (A) each
Borrower and its Subsidiaries are included in the consolidated federal income
tax return filed by Renco Group as to which such Borrower is making such
payments for the 1998 tax year or any prior year, or for any taxable
period during which such Borrower joins with Renco Group or an affiliate of
Renco Group in filing any combined or consolidated (or similar) state or local
income tax return for a jurisdiction which does not recognize DRA and its
Subsidiaries as a QSSS (as defined in Section 7.7(b)(viii) hereof), (B) the
payments in any year shall not exceed the tax liability that such Borrower
would have been liable for if such Borrower had filed its tax returns on a
stand-alone basis except that such Borrower will not have the benefit of any of
its tax loss carry forwards and any intercompany items shall, for tax liability
purposes, be recorded on a cash basis rather than on an accrual basis, and (C)
such payments shall be made by such Borrower no earlier than ten (10) day prior
to the date on which Renco Group or an affiliate of the Renco Group is required
to make its payments to the Internal Revenue Service or a state or local
jurisdiction described in Section 7.7(b)(iii)(A) hereof;


 


(iv)  Doe Run may make payments to Renco Group in
respect of the monthly management fee owed by Doe Run to Renco Group under the
terms of the Management Agreement (as in effect on the date hereof); provided,
that, (A) the aggregate amount of all such payments by Doe Run in any
month shall not exceed $200,000, except  that in the event Doe Run
pays less than $200,000 of such fee in any month, Doe Run may pay the
difference between $200,000 and the amount actually paid in respect of such fee
by Doe Run in such month at any time thereafter and (B) as of the date of
each such monthly payment and after giving effect thereto, no Event of Default,
or act, condition or event which with notice or passage of time or both would
constitute an Event of Default, shall exist or have occurred and be continuing
and (C) as of the date of each such payment and after giving effect thereto,
the daily average of the aggregate Excess Availability of Borrowers for the
immediately preceding thirty (30) consecutive day period shall be not less than
$1.00, and as of the date of such payment and after giving effect thereto, the
aggregate Excess Availability of Borrowers 


 


95

















 


shall be not less than $1.00
and no Obligations arising pursuant to the Supplemental Loan Credit Facility
shall be then outstanding;


 


(v)  Doe Run may pay dividends on account of any
shares of common stock of Doe Run now outstanding, make any loans or advance
money or property to Renco Group, or make any payments in respect of any
Indebtedness owing by Doe Run to DRA provided, that, in each case
as to any of the foregoing, each of the following conditions is satisfied as
determined by Agent:


 


(A)  no Event of Default, or act, condition or
event which with notice or passage of time or both would constitute an Event of
Default shall exist or have occurred and be continuing at the time of or after
giving effect to any such payments;


 


(B)  any dividends or other distributions shall
be out of funds legally available therefor;


 


(C) as of the
date of any such payments and after giving effect thereto, the aggregate amount
of all such payments made in any fiscal year of Doe Run shall not exceed the
amount equal to fifty (50%) percent of: (1) the cumulative Consolidated Net
Income of Doe Run (or if cumulative Consolidated Net Income shall be a loss,
minus one hundred (100%) percent of such loss) earned subsequent to the date
hereof and prior to the date the payment occurs (treating such period as a
single accounting period) minus (2) all payments made to DRA by Doe Run and its
Subsidiaries pursuant to Section 7.7(b)(viii) below for federal, state and
local income taxes based on the taxable income of the immediately preceding
fiscal year;


 


(vi)  Borrowers may make payments to Renco Group
in respect of premiums and fees for insurance (including accrued and past due
amounts not to exceed $1,000,000 in the aggregate) maintained by Renco Group
with respect to the assets and properties of each Borrower and its Subsidiaries
and in connection with the business of each Borrower and its Subsidiaries;


 


(vii)  With respect to any year that DRA and its Subsidiaries
(which term for purposes of this clause (viii) shall include Doe Run Cayman and
its Subsidiaries) have effectively been designated as a qualified Subchapter S
subsidiary company (“QSSS”) under the Code, Borrowers may pay cash dividends,
from legally available funds therefor, to the extent taxable income of
Borrowers is required to be included in the taxable income shown by Renco Group
as reported in its subchapter S tax returns, subject to the following:


 


(A)  Such cash dividends shall be with respect to
any such period, in an amount up to the product of (1) the taxable income of
Borrowers and their Subsidiaries for such period, as amended or modified or
determined by audit, and the required estimated taxable income related thereto
and the comparable state and local taxable income reports and estimated taxable
income, calculated as 


 


96

















 


if (x) Borrowers and their
Subsidiaries shall be deemed to have become C corporations under the Code on
the day after the issuance of the Initial Term Loan, (y) Borrowers and their
Subsidiaries shall be deemed to be subject to the taxes imposed on C
corporations by Subtitle A of the Code and similar provisions of state law and
(z) neither Doe Run nor any of its Subsidiaries shall take into account any
income attributable to any cancellation of Indebtedness occurring as a result
of any transaction on or prior to the date hereof or any ancillary effect of
any such cancellation of Indebtedness on the basis of the assets of Doe Run or
any of its Subsidiaries, multiplied by (2) the corporate Federal, State and
local tax rates, whether calculated on regular taxable income or alternative
minimum taxable income, as applicable, in effect for the taxable period
applicable to Borrowers and their Subsidiaries using the rates that would be
applicable if Borrowers were not a QSSS and calculated in accordance with the
tax sharing arrangement by and among DRA and Renco Group (as in effect on the
date hereof),


 


(B)  Borrowers may pay such cash dividends with
respect to any such period so long as (1) in such period, Borrowers are
effectively designated a QSSS, (2) the product of the taxable income of
Borrowers and their Subsidiaries for such period multiplied by the applicable
tax rates as described above shall be reduced by any applicable tax credits or
deductions calculated in accordance with the tax sharing arrangement by and
among Borrowers, their Subsidiaries and Renco Group (as in effect on the date
hereof) available to Borrowers and their Subsidiaries which would reduce the
amount of the income taxes payable by Borrowers and their Subsidiaries, (3) any
such dividends shall be paid no more than five (5) days prior to the date that
Renco Group’s shareholders are required to make payment of the taxes based on
the taxable income of Borrowers and their Subsidiaries, (4) not less than five
(5) days prior to the payment of any such dividends, Agent shall have received
a certificate signed by the chief financial officer of Doe Run, in form and
substance satisfactory to Agent, stating the calculation of the amount which is
the basis for tax distributions permitted hereunder through such period (if
any) and providing full information and computations with respect thereto and (5)
such dividend shall not be in violation of applicable law or any other
agreement to which Borrowers are a party or by which Borrowers or their assets
are bound, and


 


(C)  In no event shall dividends be paid to DRA
based on taxable income of Borrowers and their Subsidiaries for jurisdictions
which do not recognize Borrowers and their Subsidiaries as a QSSS, where
Borrowers and their Subsidiaries are required to file and pay their individual
taxes and where Renco Group is not required to pay, or by virtue of a
consolidated (or similar) return, does not make payments in respect of, the tax
liabilities of the Borrowers or any of their Subsidiaries in such
jurisdictions;


 


(viii)  Doe Run may declare and pay dividends to
Renco Group in respect of the Renco Preferred Stock in accordance with Section
7.20(b) hereof and the Renco Preferred Stock Purchase Agreement (as in effect
on the date hereto);


 


97

















 


(ix)  Doe Run may purchase the New Warrants from
the New Secured Noteholders to the extent permitted by Section 7.3(o) hereof;


 


(x) Renco
Group may receive any payments in accordance with Sections 2.1(b) and 2.3(c) of
the Renco Junior Participation Agreement; and


 


(xi) regularly
scheduled or other mandatory payments by any Borrower or its Subsidiaries to
Renco Group in respect of the Term Loan Debt in accordance with and subject to
the terms of the Term Loan Documents (as in effect from time to time as
permitted under the terms of Section 7.3(m) hereof) and subject to the terms
and conditions of the Term Loan Intercreditor Agreement and the New Secured
Note Intercreditor Agreement, if Renco Group has acquired any interest in the
Term Loan Debt; provided, that, (A) Borrowers have complied with
Section 7.3(m)(ix) hereof with respect to the acquisition of such Term Loan
Debt by Renco Group, if applicable and (B) Term Loan Lenders and Renco Group
have complied with Section 3.3 of each of the Term Loan Intercreditor Agreement
and the New Secured Note Intercreditor Agreement and such purchase is otherwise
permitted under the Term Loan Intercreditor Agreement and the New Secured Note
Intercreditor Agreement.


 


7.8  Changes
in Business.  Each Borrower and
its Subsidiaries shall not engage in any business other than the businesses of
such Borrower and its Subsidiaries on the date hereof and any businesses
reasonably related, ancillary or complimentary to the businesses in which such
Borrower and its Subsidiaries are engaged on the date hereof.


 


7.9  Maintenance of Existence.  Each Borrower shall, and shall cause each
Subsidiary to, at all times preserve, renew and keep in full force and effect
their corporate or limited liability company existence and rights and
franchises with respect thereto and maintain in full force and effect all
licenses, trademarks, tradenames, approvals, authorizations, leases, contracts
and Permits necessary to carry on the business as presently or proposed to be
conducted.


 


7.10  Consolidated Net Worth.  Doe Run shall, at all times, maintain a
Consolidated Net Worth of not less than the amount set forth below for the
period indicated:


 


98

















 




	
  Period

  	
   

  	
  Amount

  	
   

  
	
  (a)           Through and
  including January 31, 2003

  	
   

  	
  $

  	
  (93,500,000

  	
  )

  
	
  (b)           From February 1,
  2003 through and including April 30, 2003

  	
   

  	
  $

  	
  (96,700,000

  	
  )

  
	
  (c)           From May 1, 2003
  through and including July 31, 2003

  	
   

  	
  $

  	
  (98,900,000

  	
  )

  
	
  (d)           From August 1,
  2003 through and including October 31, 2003

  	
   

  	
  $

  	
  (95,000,000

  	
  )

  
	
  (e)           From November 1,
  2003 through and including January 31, 2004

  	
   

  	
  $

  	
  (98,000,000

  	
  )

  
	
  (f)            From February 1,
  2004 through and including April 30, 2004

  	
   

  	
  $

  	
  (99,000,000

  	
  )

  
	
  (g)           From May 1, 2004
  through and including July 31, 2004

  	
   

  	
  $

  	
  (99,000,000

  	
  )

  
	
  (h)           From August 1,
  2004 through and including October 31, 2004

  	
   

  	
  $

  	
  (95,000,000

  	
  )

  
	
  (i)            From November 1,
  2004 through and including January 31, 2005

  	
   

  	
  $

  	
  (95,000,000

  	
  )

  
	
  (j)            From February 1,
  2005 through and including April 30, 2005

  	
   

  	
  $

  	
  (95,000,000

  	
  )

  
	
  (k)           From May 1, 2005
  through and including July 31, 2005

  	
   

  	
  $

  	
  (95,000,000

  	
  )

  
	
  (l)            From August 1,
  2005 through and including October 31, 2005

  	
   

  	
  $

  	
  (93,000,000

  	
  )

  






 


The parentheticals above
indicate that the number is negative.


 


7.11  Sale
of Assets, Consolidation, Merger, Dissolution, Etc.  Each Borrower shall not, and shall not
permit any Subsidiary to, directly or indirectly, (a) merge into or with or
consolidate with any other Person or permit any other Person to merge into or
with or consolidate with it, or (b) sell, assign, lease, transfer, abandon or
otherwise dispose of any Capital Stock or Indebtedness to any other Person or
any of its properties or assets to any other Person (except for (i) sales or
other dispositions by a Borrower or its Subsidiaries of assets in the ordinary
course of the business of such Borrower or Subsidiary which consist of
Equipment or Real Property; provided, that, as to each and all
such sales, (A) at least eighty (80%) percent of the consideration received
from such sale is in the form of cash or 


 


99

















 


Cash Equivalents, (B) the net
cash proceeds from such sale or other disposition are first used to repay any
Indebtedness secured by the property so sold or otherwise disposed of and any
net cash proceeds thereafter are applied to make an investment, capital
expenditure or other expenditure which is related to the business of such
Borrower as it is conducted on the date hereof and is otherwise permitted
hereunder, within two hundred seventy (270) days of such sale or other
disposition, provided, that, such Borrower shall not be required
to make such investment, capital expenditure or other expenditure with the
proceeds of such sale or other disposition to the extent of such proceeds do
not exceed $5,000,000 in the aggregate, (C) Agent shall have received not
less than ten (10) Business Days prior written notice of such sale, which
notice shall set forth in reasonable detail satisfactory to Agent, the parties
to such sale or other disposition, the assets to be sold or otherwise disposed
of, the purchase price and the manner of payment thereof and such other
information with respect thereto as Agent may reasonably request, and (D) as of
the date of such sale or other disposition and after giving effect thereto, no
Event of Default, or act, condition or event which with notice or passage of
time would constitute an Event of Default shall exist or have occurred, (ii)
sales of Inventory in the ordinary course of business, (iii) the disposition of
worn-out or obsolete Equipment or Equipment or other assets which are not
Collateral and which are no longer used or useful in the business of a Borrower
or its Subsidiaries, (iv) the transfer by Doe Run to Buick Recycling of the
assets listed on Schedule 7.6(c) hereto to the extent permitted by Section
7.6(c) hereof; (v) the issuance by Doe Run to the holders of the New Warrants
of Capital Stock of Doe Run in accordance with the terms of the New Warrants
and the New Warrant Documents (as the same are in effect on the date hereof),
and (vi) the issuance by Doe Run to Renco Group of the Renco Preferred Stock in
accordance with the Renco Preferred Stock Purchase Agreement (as in effect on
the date hereto), or (c) wind up, liquidate or dissolve, or (d) agree to do any
of the foregoing.


 


7.12  Compliance with Laws, Regulations, Etc.


 


(a)  Each Borrower shall, and shall cause each
Subsidiary to, at all times comply in all material respects with all applicable
provisions of laws, rules, regulations, licenses, approvals, orders and other
Permits and duly observe all requirements, of any foreign, Federal, State or
local Governmental Authority, including, without limitation, ERISA, the Code,
the Occupational Safety and Health Act of 1970, as amended, the Surface Mining
Control and Reclamation Act of 1977, the Mine Safety Health Act of 1977, the
Fair Labor Standards Act of 1938, as amended, and the rules and regulations
thereunder and all statutes, rules, regulations, orders, permits and
stipulations relating to environmental pollution and employee health and
safety, including, without limitation, all of the Environmental Laws.


 


(b)  Each Borrower shall, and shall cause each
Subsidiary to, take prompt and appropriate action to respond to any material
non-compliance with any of the Environmental Laws and shall regularly report to
Agent with regard to such response.  If
a Borrower receives any notice of (i) the happening of any event involving the
use, spill, discharge or clean-up of any Hazardous Material or 


 


100

















 


(ii) any complaint, order,
citation or notice with regard to air emissions, water discharges, noise
emissions or any other environmental, health or safety matter affecting such
Borrower from any Person, including, but not limited to, the United States
Environmental Protection Agency or any state or local environmental agency or
authority, then such Borrower shall give within three (3) Business Days both
oral and written notice of same to Agent if the same has or could reasonably be
expected to have a Material Adverse Effect, or otherwise ten (10) Business Days
written notice of same to Agent. 
Without limiting the generality of the foregoing, whenever there is
material non-compliance, or any condition which requires any action by or on
behalf of a Borrower in order to avoid any material non-compliance, with any
Environmental Law, such Borrower shall, at the reasonable request of Agent and
such Borrower’s expense: (A) cause an independent environmental engineer
reasonably acceptable to Agent to conduct such tests of the site where such
Borrower’s material noncompliance or alleged material non-compliance with
Environmental Laws has occurred as to such material non-compliance and prepare
and deliver to Agent a report as to such material non-compliance setting forth
the results of such tests, a proposed plan for responding to any environmental
problems described therein, and an estimate of the costs thereof and (B)
provide to Agent a supplemental report of such engineer whenever the scope of
such material non-compliance, or such Borrower’s response thereto or the
estimated costs thereof, shall change in any material respect.


 


7.13  Payment
of Taxes and Claims. 
Each Borrower shall, and shall cause each Subsidiary to, duly pay and
discharge all taxes, assessments, contributions and governmental charges upon
or against it or them or its or their properties or assets, except for taxes
the validity of which are being contested in good faith by appropriate
proceedings diligently pursued and available to such Borrower or Subsidiary
prior to the date on which penalties attach thereto.  Borrowers shall be liable for any tax or penalty imposed upon any
transaction under this Agreement or any of the other Financing Agreements or
giving rise to the Accounts or any other Collateral or which Agent or any
Lender may be required to withhold or pay for any reason, and each Borrower
agrees to indemnify and hold Agent and Lenders harmless with respect thereto,
and to repay to Agent on demand the amount thereof, and until paid by Borrowers
such amount shall be added and deemed part of the Loans, provided, that,
nothing contained herein shall be construed to require Borrowers to pay any
income tax attributable to the income of Agent or any Lender from any amounts
charged or paid hereunder to Agent or any Lender.


 


7.14  Properties in Good Condition.


 


(a)  Each Borrower shall keep its properties, and
shall cause each Subsidiary to keep its properties, in good repair, working
order and condition (reasonable wear and tear excepted) and, from time to time,
make and cause each Subsidiary to make all needful and proper repairs,
renewals, replacements, additions and improvements thereto, so that the
business carried on may be properly and advantageously conducted at all times
in accordance with prudent business management.  The Inventory shall only be used in each Borrower’s business and
not for personal, family, household or farming use.


 


101

















 


(b)  All of the Inventory of each Borrower is and
will be held for sale or lease, or to be furnished in connection with the rendition
of services, in the ordinary course of such Borrower’s business, and is and
will be fit for such purposes.  Each
Borrower shall keep the Inventory of such Borrower in good and marketable
condition, at its own expense.  Each
Borrower will not acquire or accept any Inventory on consignment or approval,
except if such Inventory is at all times clearly identified on the books and
records of such Borrower as Inventory held on consignment or approval and such
Inventory is separately reported to Agent and not included in the Inventory of
such Borrower as reported to Agent in a manner satisfactory to Agent.  Each Borrower agrees that all Inventory will
be mined and produced in accordance with all applicable laws, including the
Surface Mining Control and Reclamation Act of 1977, the Mine Safety and Health
Act of 1977, the Federal Fair Labor Standards Act of 1938, as amended, and all
rules, regulations, and orders thereunder. 
Each Borrower shall conduct a physical count of the Inventory at least
once per fiscal year, and at any time on or after an Event of Default and so
long as the same is continuing, at such other times as Agent reasonably
requests, and in each case shall promptly supply Agent and Lenders with a copy
of such count accompanied by a report of the Value of such Inventory.  Borrowers shall not, without Agent’s prior
written consent, sell any Inventory on a bill-and-hold (except if reported to
Agent as bill-and-hold goods), guaranteed sale, sale and return, sale on
approval, or other repurchase or return basis; provided, that,
Borrowers may sell Inventory on a sale and return basis so long as: (i) such
sales are made consistent with Borrowers’ current practices on the date hereof,
(ii) such Inventory is sold cash on delivery and not on any extended payment
terms, (iii) any Accounts arising from such sales are not reported to Agent as
Eligible Accounts, and (iv) any such Inventory is not reported to Agent as
Eligible Inventory.


 


(c)  Upon the request of Agent or the Majority
Lenders, Borrowers shall, at their expense, no more than one time in any twelve
month period, but at any time or times as Agent or the Majority Lenders may
request on or after an Event of Default, deliver, or cause to be delivered, to
Agent and Lenders written reports or appraisals of any or all of the Collateral
in form, scope and methodology, and by an appraiser acceptable to Agent
addressed to Agent and upon which Agent and Lenders are expressly permitted to
rely.  Such reports or appraisals shall
list all items and categories thereof, describing the condition of same and
setting forth the lower of cost (calculated on a first-in-first-out basis) or
fair market value, in such form as is satisfactory to Agent.


 


7.15  Insurance.  Borrowers shall at all times maintain with
financially sound and reputable insurers, insurance with respect to the
Collateral against loss or damage of the kind and in the amounts customarily
insured against by corporations of established reputation engaged in the same
or similar businesses and similarly situated (including customary deductible
and self insurance amounts) and Borrowers shall maintain public liability
insurance against claims for personal injury, death or property damage
occurring upon, in, about or in connection with the use of any properties owned,
occupied or controlled by Borrowers and occurring in connection with the use
(or otherwise) of any products manufactured or sold by Borrowers (including
customary deductible and self insurance amounts), and 


 


102

















 


workmen’s compensation
insurance (except as to workmen’s compensation insurance to the extent a
Borrower is self-insured with respect thereto).  Said policies of insurance shall be satisfactory to Agent as to
form, amount and insurer.  Borrowers
shall furnish certificates, policies or endorsements to Agent as proof of such
insurance, and, if a Borrower fails to do so, Agent is authorized, but not
required, to obtain such insurance at the expense of Borrowers.  All policies shall provide for at least
thirty (30) days prior written notice to Agent of any cancellation or reduction
of coverage and that Agent may act as attorney for each Borrower in obtaining,
and at any time on or after the occurrence of an Event of Default, adjusting,
settling and amending such insurance. 
Borrowers shall obtain non-contributory Lender’s loss payable
endorsements to all insurance policies with respect to the Collateral in form
and substance reasonably satisfactory to Agent specifying that the proceeds of
such insurance shall be payable to Agent as its interests may appear and
further specifying that Agent shall be paid regardless of any act or omission
by Borrowers.  At its option, Agent may,
and upon the direction of Majority Lenders shall, apply any insurance proceeds
with respect to the Collateral received by Agent at any time to the cost of
replacement of Collateral and/or to payment of the Obligations, whether or not
then due, in any order and in such manner as Agent may determine or as directed
by the Majority Lenders.


 


7.16  Compliance with ERISA.


 


(a)  Borrowers shall not with respect to all
“employee pension benefit plans” maintained by a Borrower: (i) terminate any of
such employee pension benefit plans so as to incur any liability to the Pension
Benefit Guaranty Corporation established pursuant to ERISA, (ii) allow or
suffer to exist any prohibited transaction involving any of such employee
pension benefit plans or any trust created thereunder which would subject
Borrower to a tax or penalty or other liability on prohibited transactions
imposed under Section 4975 of the Code or ERISA, (iii) fail to pay to any such
employee pension benefit plan any contribution which it is obligated to pay
under Section 302 of ERISA, Section 412 of the Code or the terms of such plan,
(iv) allow or suffer to exist any accumulated funding deficiency, whether or
not waived, with respect to any such employee pension benefit plan, (v) except
as set forth on Schedule 6.5 hereto, allow or suffer to exist any occurrence of
a reportable event or any other event or condition which presents a material
risk of termination by the Pension Benefit Guaranty Corporation of any such
employee pension benefit plan that is a single employer plan, which termination
could result in any liability (other than contingent liability) to the Pension
Benefit Guaranty Corporation or (vi) incur any withdrawal liability with
respect to any multiemployer pension plan, except as set forth on Schedule 6.13
hereto.


 


(b)  As used in this Section 7.16, the term
“employee pension benefit plans,” “employee benefit plans”, “accumulated
funding deficiency” and “reportable event” shall have the respective meanings
assigned to them in ERISA, and the term “prohibited transaction” shall have the
meaning assigned to it in Section 4975 of the Code and ERISA.


 


103

















 


7.17  Additional Bank Accounts.  Each Borrower shall not, and shall not
permit any Subsidiary to, directly or indirectly, open, establish or maintain
any deposit account, investment account or any other account with any bank or
other financial institution, other than the Blocked Accounts and the accounts
set forth in Schedule 6.15 hereto, except: 
(a) as to any new or additional Blocked Accounts and other such new or
additional accounts which contain any Collateral or proceeds thereof, with the
prior written consent of Agent and subject to such conditions thereto as Agent
may establish and (b) as to any accounts used by such Borrower or its
Subsidiaries to make payments of payroll, taxes or other obligations to third
parties, after prior written notice to Agent.


 


7.18  Notice
of Default.  Promptly upon
becoming aware of the existence of any condition or event which constitutes an
Event of Default or any condition or event which, with the passage of time or
notice or both would constitute such an Event of Default, pursuant to the
provisions of this Agreement or the other Financing Agreements, Borrowers shall
give Agent written notice thereof specifying the nature of such condition or
event.


 


7.19  Financial Statements and Other
Information.


 


(a)  Each Borrower shall promptly furnish to
Agent and Lenders all such financial and other information as Agent or any
Lender shall reasonably request relating to the Collateral and the assets,
businesses and operations of Borrowers and their Subsidiaries, and notify the
auditors and accountants of Borrowers that Agent and Lenders are authorized to
obtain such information directly from them. 
Without limiting the foregoing, Borrowers shall furnish to Agent and
Lenders, in such detail as Agent or any Lender shall request, the following:


 


(i)  As soon as available, but in any event not
later than ninety (90) days after the close of each fiscal year, audited
consolidated balance sheet, consolidated statement of operations and
consolidated statement of cash flows for Doe Run and its Subsidiaries
(including for this purpose, Doe Run Cayman and its Subsidiaries) for such
fiscal year, and the accompanying notes thereto, and unaudited consolidating balance
sheets, statements of operations and statements of cash flows for Doe Run and
its Subsidiaries (including for this purpose, Doe Run Cayman and its
Subsidiaries) for such fiscal year, and, separately, for Doe Run and its
Subsidiaries (exclusive of Doe Run Cayman and its Subsidiaries) for such fiscal
year and the accompanying notes thereto, setting forth in each case in
comparative form figures for the previous fiscal year, all in reasonable
detail, fairly presenting the financial position and the results of operations
of Doe Run and its Subsidiaries (including for this purpose, Doe Run Cayman and
its Subsidiaries) and, separately, for Doe Run and its Subsidiaries (exclusive
of Doe Run Cayman and its Subsidiaries) as at the date thereof and for the fiscal
year then ended, and prepared in accordance with GAAP consistently
applied.  Such audited consolidated
statements of Doe Run and its Subsidiaries shall be examined in accordance with
generally accepted auditing standards by and accompanied by a report thereon
unqualified as to scope of independent certified public accountants selected by
Doe Run and satisfactory to Agent.


 


104

















 


(ii)  As soon as available, but in any event not
later than forty-five (45) days after the close of each fiscal quarter other
than the fourth quarter of a fiscal year, consolidated and consolidating
unaudited balance sheets of Doe Run and its Subsidiaries (including for this
purpose, Doe Run Cayman and its Subsidiaries) as at the end of such quarter,
and consolidated and consolidating unaudited statements of operations and
statements of cash flow for Doe Run and its Subsidiaries (including for this
purpose, Doe Run Cayman and its Subsidiaries) and, separately,  for Doe Run and its Subsidiaries (exclusive
of Doe Run Cayman and its Subsidiaries) for such quarter and for the period
from the beginning of the fiscal year to the end of such quarter, together with
the accompanying notes thereto, all in reasonable detail, fairly presenting the
financial position and results of operation of Doe Run and its Subsidiaries
(including for this purpose, Doe Run Cayman and its Subsidiaries) and,
separately,  for Doe Run and its
Subsidiaries (exclusive of Doe Run Cayman and its Subsidiaries) as at the date
thereof and for such periods, prepared in accordance with GAAP consistently
applied (subject to normal year-end adjustments).  Such statements shall be certified to be correct by the chief
financial officer of Doe Run, subject to normal year-end adjustments.


 


(iii)  As soon as available, but in any event not
later than thirty (30) days after the end of each month, consolidated and
consolidating unaudited balance sheets of Doe Run and its Subsidiaries
(including for this purpose, Doe Run Cayman and its Subsidiaries) and,
separately,  for Doe Run and its
Subsidiaries (exclusive of Doe Run Cayman and its Subsidiaries) as at the end
of such month, and consolidated and consolidating unaudited statements of
operations for Doe Run and its Subsidiaries (including for this purpose, Doe
Run Cayman and its Subsidiaries) and, separately,  for Doe Run and its Subsidiaries (exclusive of Doe Run Cayman and
its Subsidiaries) for such month and for the period from the beginning of the
fiscal year to the end of such month, all in reasonable detail, fairly
presenting the financial position and results of operation of Doe Run and its
Subsidiaries (including for this purpose, Doe Run Cayman and its Subsidiaries)
and, separately,  for Doe Run and its
Subsidiaries (exclusive of Doe Run Cayman and its Subsidiaries) as at the date
thereof and for such periods, and prepared in accordance with GAAP consistently
applied (except that such interim financial statements shall not include
accompanying notes and shall be subject to normal year-end adjustments).  Such statements shall be certified to be
correct by the chief financial officer of Doe Run, subject to normal year-end
adjustments.


 


(iv)  With each of the audited financial
statements delivered pursuant to Section 7.19 above, a certificate of the
independent certified public accountants that examined such statements to the
effect that they have reviewed and are familiar with the Financing Agreements
and that, in examining such financial statements, they did not become aware of
any fact or condition which then constituted an Event of Default, except for
those, if any, described in reasonable detail in such certificate.


 


(v)  Simultaneously with the delivery of each of
the annual audited and quarterly unaudited financial statements as set forth
herein, Agent and Lenders shall receive a certificate of the 


 


105

















 


chief financial officer of Doe
Run (A) stating that, except as explained in reasonable detail in such
certificate, (1) all of the representations, warranties and covenants of
Borrowers contained in this Agreement and the other Financing Agreements are
correct and complete as at the date of such certificate and (2) no Event of
Default then exists or existed during the period covered by such financial
statements, and (B) describing and analyzing in reasonable detail all material
trends, changes and developments in each and all financial statements.  If such certificate discloses that a
representation or warranty is not correct or complete, or that a covenant has
not been complied with, or that an Event of Default existed or exists, such
certificate shall set forth what action Borrowers have taken or propose to take
with respect thereto.


 


(vi)  No sooner than ninety (90) days prior to,
and no less than, fifteen (15) days after the beginning of each fiscal year of
Doe Run, projected balance sheets, statements of income and expense, and
statements of cash flow for Doe Run and its Subsidiaries (including for this
purpose, Doe Run Cayman and its Subsidiaries) as at the end of and for each
month of such fiscal year.


 


(vii)  Promptly after delivery thereof, copies of
any management letters and reports by such independent certified public
accountants to a Borrower and its Subsidiaries (including for this purpose, Doe
Run Cayman and its Subsidiaries).


 


(viii)  Monthly accounts receivable agings and
inventory reports (including, without limitation, Inventory consisting of
work-in-process) and such schedules of Accounts and Inventory, together with
any further financial and other information regarding the Collateral, as Lender
may request from time to time.


 


(ix)  Subject to the terms and conditions
contained herein, except as Agent may otherwise agree, Borrowers shall deliver
to Agent a Borrowing Base Certificate setting forth a calculation of the Loans
and Letter of Credit Accommodations available to Borrowers pursuant to the
terms and conditions contained herein, duly completed and executed by the chief
financial officer or other appropriate financial officer acceptable to Lender,
together with all schedules required pursuant to the terms of the Borrowing
Base Certificate duly completed.


 


(A)  Commencing on the date hereof, and for so
long as for any four (4) consecutive week period (1) the average of the
daily principal balance of the outstanding Loans and Letter of Credit
Accommodations for such four (4) week period is less than $5,000,000 and (2) the
average of the aggregate Excess Availability of Borrowers for such four (4)
week period (calculated based on the aggregate Excess Availability of Borrowers
at the end of each day) is greater than $10,000,000, and no Obligations arising
pursuant to the Supplemental Loan Credit Facility shall be outstanding for such
period, then Borrowers shall deliver such Borrowing Base Certificate to Lender
on a monthly basis, by no later than the tenth (10th) day of each month,
calculating Loans and Letter of Credit Accommodations available as of the last
day of the immediately preceding month.


 


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(B)  If at any time for any one (1) week either (1) the
average of the daily principal balance of the outstanding Loans and Letter of
Credit Accommodations for such week is greater than $20,000,000 (calculated
based on the outstanding amounts at the end of each day) or (2) the
average of the aggregate Excess Availability of Borrowers for such week is less
than $10,000,000 (calculated based on the aggregate Excess Availability of
Borrowers at the end of each day) and no Obligations arising pursuant to the
Supplemental Loan Credit Facility shall be outstanding for such period, then
Borrowers shall thereafter deliver such Borrowing Base Certificate to Agent on
a daily basis calculating Loans and Letter of Credit Accommodations available
as of the close of business on the immediately preceding day.


 


(C)  If at any time for any one (1) week both (1) the
average of the daily principal balance of the outstanding Loans and Letter of
Credit Accommodations for such week is greater than $10,000,000 but equal to or
less than $20,000,000 (calculated based on the outstanding amounts at the end
of each day) and (2) the average of the aggregate Excess Availability of
Borrowers for such week (calculated based on the aggregate Excess Availability
of Borrowers at the end of each day) is greater than $10,000,000 and no
Obligations arising pursuant to the Supplemental Loan Credit Facility shall be
outstanding for such period, then Borrowers shall thereafter deliver such
Borrowing Base Certificate to Agent on a weekly basis calculating Loans and
Letters of Credit Accommodations available as of the last Business Day of the
immediately preceding week.


 


(D)  If at any time for any two consecutive two
(2) weeks, both (1) the average of the daily principal balance of the
outstanding Loans and Letter of Credit Accommodations for such two (2) week
period is equal to or greater than $5,000,000 but less than $10,000,000
(calculated based on the outstanding amounts at the end of each day) and (2) the
average of the aggregate Excess Availability of Borrowers for such two (2) week
period (calculated based on the aggregate Excess Availability of Borrowers at
the end of each day) is greater than $10,000,000 and no Obligations arising
pursuant to the Supplemental Loan Credit Facility shall be outstanding for such
period, then Borrowers shall thereafter deliver such Borrowing Base Certificate
to Agent every two (2) weeks calculating Loans and Letter of Credit
Accommodations available as of the last Business Day of the immediately
preceding week.


 


(E)  Notwithstanding anything to the contrary
contained herein, without limiting any other rights of Agent, upon Agent’s
request, Borrowers shall provide Agent on a daily basis with a schedule of
Accounts, collections received and credits issued and on a daily basis with an
inventory report in the event that at any time either:  (1) an Event of Default or act,
condition or event which with notice or passage of time or both would
constitute an Event of Default, shall exist or have occurred, or (2) Borrower
shall have failed to deliver any Borrowing Base Certificate in accordance with
the terms hereof, or (3) upon Agent’s good faith belief, any information
contained in any Borrowing Base Certificate is incomplete, inaccurate or
misleading.


 


107

















 


(F)  Nothing contained in any Borrowing Base
Certificate shall be deemed to limit, impair or otherwise affect the rights of
Agent contained herein and in the event of any conflict or inconsistency between
the calculation of the Loans and Letter of Credit Accommodations available to
Borrowers as set forth in any Borrowing Base Certificate and as determined by
Agent, the determination of Agent shall govern and be conclusive and binding
upon Borrowers.  Without limiting the
foregoing, Borrowers shall furnish to Agent any information which Agent may
reasonably request regarding the determination and calculation of any of the
amounts set forth in the Borrowing Base Certificate.


 


(G)  Borrowers shall promptly notify Agent in
writing in the event that at any time after the delivery of a Borrowing Base
Certificate to Agent but prior to the delivery of the next Borrowing Base
Certificate to be delivered by Borrowers to Agent in accordance with the terms
hereof:  (1) the amount of Loans
and Letter of Credit Accommodations available to Borrowers pursuant to the
terms and conditions contained herein is less than eighty (80%) percent of the
amount of Loans and Letter of Credit Accommodations available to Borrowers pursuant
to the terms and conditions contained herein reflected in the most recent
Borrowing Base Certificate delivered by Borrowers to Agent pursuant to Section
7.19 hereof, or (2) the Loans made by Lenders to Borrowers and/or Letter
of Credit Accommodations outstanding at such time exceed the amount of the
Loans and Letter of Credit Accommodations then available to Borrowers under the
terms hereof as a result of any decrease in the amount of Loans and Letter of
Credit Accommodations then available and the amount of such excess.


 


(H)  If any of Borrowers’ records or reports of
the Collateral are prepared or maintained by an accounting service, contractor,
shipper or other Agent, Borrowers hereby irrevocably authorize such service,
contractor, shipper or Agent to deliver such records, reports and related
documents to Agent and to follow Agent’s instructions with respect to further
services at any time that an Event of Default exists or has occurred and is
continuing.


 


(x)  Promptly and in any event after becoming
aware of the occurrence of any of the following events:  (A) any Material Contract of a Borrower
or any of its Subsidiaries is terminated or any new Material Contract is
entered into (in which event such Borrower shall provide Agent with a copy of
such Material Contract); or (B) any of the material terms (other than
price) upon which material suppliers of Borrower or any of its Subsidiaries do
business with such Borrower or Subsidiary are changed or amended in any manner
adverse to such Borrower or Subsidiary in any material respect; or (C) any
order, judgment or decree shall have been entered against any Borrower in
excess of $500,000 in any one case or in excess of $1,000,000 in the aggregate
(in each case after reasonably expected insurance and indemnity recovery) or
any of their respective properties or assets; or (D) any notification of
violation of any law or regulation shall have been received by a Borrower or
any of its Subsidiaries from any Governmental Authority the results of which
are reasonably likely to have a Material Adverse Effect.


 


108

















 


(b)  Each Borrower shall promptly notify Agent in
writing of any loss, damage, investigation, action, suit, proceeding or claim
relating to the Collateral or which might result in any material adverse change
in its business, properties, assets, goodwill or condition, financial or
otherwise.


 


(c)  Each Borrower shall promptly provide Agent
such budgets, forecasts, projections and other information respecting the
business operations and financial or other condition of such Borrower and its
Subsidiaries, as Agent may, from time to time, reasonably request.


 


(d)  Agent is hereby authorized to deliver a copy
of any financial statement or any other information relating to the business,
operations or financial condition of Doe Run or its Subsidiaries (including for
this purpose, Doe Run Cayman and its Subsidiaries), which may be furnished to
it hereunder or otherwise, to any regulatory body or agency or other Governmental
Authority having jurisdiction over Agent or upon notice to Doe Run (to the
extent permitted under applicable law), to any court or to any other Person
which shall, or shall have any right or obligation to, succeed to all or any
part of Agent’s interests in any of the Loans, this Agreement, the other
Financing Agreements or the Collateral, including, without limitation, any
assignee or any Participant (subject to Section 7.7 hereof).


 


(e)  Each Borrower hereby irrevocably authorizes
and directs all accountants, auditors or other third parties to deliver to
Agent upon Agent’s reasonable request, at such Borrower’s expense, copies of
the financial statements, and other accounting records relating to Doe Run and
its Subsidiaries of any nature in their possession.


 


(f) As soon as
possible, but in any event not later than ten (10) days after the end of each
month, Borrowers shall promptly furnish to Agent, a written statement, (A) any
reports or statements received by or on behalf of a Borrower from any Insurance
Premium Lender which set forth any amounts paid to such Insurance Premium
Lender or amounts due and owing to such Insurance Premium Lender in respect of
the Indebtedness permitted under Section 7.3(p) hereof; and (B)  in form and substance satisfactory to Agent,
duly completed and executed by the chief financial officers or other
appropriate financial officers of Borrowers satisfactory to Agent, certifying
to Agent, that Borrowers have paid in full, in cash or other immediately
available funds, any amounts due and owing to all Insurance Premium Financing
Lenders in respect of an Indebtedness permitted under Section 7.3(p) hereof, no
such Indebtedness is past due as of such date and a statement of the then
current balance of the aggregate amount of such Indebtedness.


 


7.20  Limitation of Voluntary Payments;
Preferred Stock; Amendments or Modifications of Certain Agreements; etc.  Each Borrower shall not, and shall not
permit any Subsidiary to:


 


(a)  with
respect to any Indebtedness make (or give any notice in respect of) any
voluntary or optional redemption of or acquisition for value of (including,
without limitation, by way of 


 


109

















 


depositing with the trustee
with respect thereto money or securities before due for the purpose of paying
when due), exchange, or purchase, redeem or acquire for value (whether as a
result of a Change of Control, the consummation of assets sales or otherwise) except
for the Existing Note Exchange Offer in accordance with the Exchange
Offer Agreements (as in effect on the date hereof) and the prepayment,
redemptions and defeasances with respect to the Existing Notes and the New
Secured Notes to the extent permitted under Sections 7.3(c), (l) and (n)
hereof;


 


(b)  with
respect to each Borrower, issue any preferred or preference stock which is
mandatorily redeemable prior to the then current term of this Agreement and
with respect its Subsidiaries, issue any preferred or preference stock, except,
that, on the date hereof, Doe Run may issue the Renco Preferred Stock to
Renco Group pursuant to the terms of the Renco Preferred Stock Purchase
Agreement (as in effect on the date hereof); provided, that, (i)
Agent shall have received true, correct and complete copies of all agreements
and documents related to Renco Preferred Stock, including the Renco Preferred
Stock Purchase Agreement, each as duly authorized, executed and delivered by
the parties thereto, (ii) no Borrower or its Subsidiaries shall, directly or
indirectly, declare or make any cash dividend payments or dividend payments of
other property in respect or in connection therewith except that Doe Run may
declare an annual dividend at the rate of twelve and one-half (12.5%) percent
per annum in respect of the Renco Preferred Stock which shall be paid-in-kind
in accordance with the Renco Preferred Stock Purchase Agreement (as in effect
on the date hereof) and the Amended Certificate of Incorporation, and (iii) no
Borrower or its Subsidiaries shall, directly or indirectly, (A) amend, modify,
alter or change any terms of the Renco Preferred Stock or any other provision
of any agreement, document or instrument which governs or affects the Renco
Preferred Stock or (B) redeem, retire, defease, purchase or otherwise acquire
such Capital Stock, or set aside or otherwise deposit or invest any sums for
such purpose; or


 


(c)
 amend, modify or terminate, or permit the amendment, modification or
termination of any of (i) the Tax Sharing Agreement, or (ii) the Management
Agreement.


 


7.21  Limitation on Restrictions
Affecting Subsidiaries.  Each
Borrower shall not, and shall not permit any Subsidiary (including Doe Run
Cayman and its Subsidiaries for this purpose) to, directly, or indirectly,
create or otherwise cause or suffer to exist any encumbrance or restriction
which prohibits or limits the ability of any such Subsidiary of a Borrower to (a) pay
dividends or make other distributions on its Capital Stock or any other
interest or participation in, or measured by, its profits, owned by Borrower or
any Subsidiary of such Borrower, or pay any Indebtedness owed to a Borrower or
any Subsidiary of such Borrower; (b) make loans or advances to a Borrower
or any Subsidiary of such Borrower; or (c) transfer any of its properties
or assets to a Borrower or any Subsidiary of such Borrower; except in
each case for such encumbrances or restrictions existing under or by reason
of:  (i) applicable law, (ii) this
Agreement, the Existing Note Documents, the Term Loan Documents or the New
Secured Note Agreements (as all of the same are in effect on the date hereof),
(iii) customary non-assignment provisions of any lease governing a
leasehold interest of a Borrower or its Subsidiaries, 


 


110

















 


(iv) any instruments
governing Indebtedness of a Person acquired by a Borrower or its Subsidiaries
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,
document or instrument existing on the date hereof or amendments or
modifications thereto, including the Doe Run Peru Intercompany Note, provided,
that, no such agreement, document or instrument shall be modified or amended
in such a manner as to make the encumbrance or restriction more restrictive
than as in effect on the date hereof (except that the U.S. Services Agreements
may be amended after the date hereof to restrict payments by Doe Run Peru and
its Subsidiaries to Doe Run in an annual amount not to exceed $4,000,000), (vi) Indebtedness
under one or more working capital facilities or other working capital or lease
financings or programs entered into by Doe Run Peru and its Subsidiaries from
time to time or any refinancings, refundings, replacements or extensions
thereof, provided, that, such restrictions do not prohibit
payments of $4,000,000 or less pursuant to the U.S. Service Agreements or any
other intercompany agreements between Doe Run and Doe Run Cayman and its
Subsidiaries (including, without limitation, Doe Run Peru), or pursuant to any
replacements thereof or pursuant to any comparable agreements thereto, in each
case providing for the same or similar payments, and (vii) Indebtedness of
Borrowers permitted hereunder or Indebtedness of Doe Run Cayman and its
Subsidiaries permitted under the Existing Note Documents, the Term Loan
Documents or the New Secured Note Agreements (as all of the same are in effect
on the date hereof) (as all the same are in effect on the date hereof); provided,
that, as to Indebtedness of Borrowers, such encumbrance or restriction
shall be no more restrictive than any encumbrance or restriction contained in
this Agreement and as to Indebtedness of Doe Run Cayman and its Subsidiaries,
such encumbrance or restriction shall be no more restrictive than any
encumbrance or restriction contained in the Note Documents, the Term Loan
Documents or the New Secured Note Agreements (as all of the same are in effect
on the date hereof).


 


7.22  Capital Expenditures.  Borrowers and their Subsidiaries (other than
Doe Run Cayman and its Subsidiaries), shall not, directly or indirectly, make
or commit to make (other than contracts for such expenditures where payments
for such expenditures are to be made in any subsequent fiscal year), whether
through purchase, capital leases or otherwise, Capital Expenditures on a
non-cumulative basis (such that, if Capital Expenditures permitted to be made
or committed to be made in any one fiscal year pursuant to this Section 7.22
exceeds the amount actually made or committed to be made during such fiscal
year, such excess may not be carried over to be made or committed to be made in
any following fiscal year), in excess of a total aggregate amount of
$15,000,000 in any fiscal year of Borrowers.


 


111

















 


7.23  EBITDA.
Borrowers and their Subsidiaries (other than Doe Run Cayman and its
Subsidiaries), shall, as of the end of any period of four consecutive fiscal
quarters (provided, that, in the case of the fiscal quarters
ending January 31, 2003, April 30, 2003 and July 31, 2003, the period shall
begin on November 1, 2002 and end on the last day of such fiscal quarter of
Borrowers and their Subsidiaries (other than Doe Run Cayman and its
Subsidiaries)), in each case taken as one accounting period, ended on the date
set forth below maintain EBITDA of not less than the amount listed opposite
each such date:


 




	
  Quarter
  Ending

  	
   

  	
  Minimum
  EBITDA

  	
   

  
	
  (a)           January 31, 2003

  	
   

  	
  $

  	
  1,200,000

  	
   

  
	
  (b)           April 30, 2003

  	
   

  	
  $

  	
  3,500,000

  	
   

  
	
  (c)           July 31, 2003

  	
   

  	
  $

  	
  5,300,000

  	
   

  
	
  (d)           October 31, 2003

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  (e)           January 31, 2004

  	
   

  	
  $

  	
  9,800,000

  	
   

  
	
  (f)            April 30, 2004

  	
   

  	
  $

  	
  10,400,000

  	
   

  
	
  (g)           July 31, 2004

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
  (h)           October 31, 2004

  	
   

  	
  $

  	
  17,500,000

  	
   

  
	
  (i)            January 31, 2005

  	
   

  	
  $

  	
  17,400,000

  	
   

  
	
  (j)            April 30, 2005

  	
   

  	
  $

  	
  18,100,000

  	
   

  
	
  (k)           July 31, 2005

  	
   

  	
  $

  	
  18,800,000

  	
   

  
	
  (l)            October 31, 2005

  	
   

  	
  $

  	
  20,500,000

  	
   

  






 


7.24  Fixed Charge Coverage Ratio.  Borrowers and their Subsidiaries (other than
Doe Run Cayman and its Subsidiaries), shall not permit the Fixed Charge
Coverage Ratio for any period of four consecutive fiscal quarters (provided,
that, in the case of the fiscal quarters ending on January 31, 2003,
April 30, 2003 and July 31, 2003, the period shall begin on November 1, 2002
and end on the last day of such fiscal quarter of Borrowers and their
Subsidiaries (other than Doe Run Cayman and its Subsidiaries)), in each case
taken as one accounting period, ended on the date set forth below to be less
than the ratio set forth opposite such fiscal quarter:


 


112

















 




	
  Quarter
  Ending

  	
   

  	
  Fixed
  Charge Coverage Ratio

  	
   

  
	
  (a)           January 31, 2003

  	
   

  	
  .16 to 1

  	
   

  
	
  (b)           April 30, 2003

  	
   

  	
  .18 to 1

  	
   

  
	
  (c)           July 31, 2003

  	
   

  	
  .22 to 1

  	
   

  
	
  (d)           October 31, 2003

  	
   

  	
  .29 to 1

  	
   

  
	
  (e)           January 31, 2004

  	
   

  	
  .34 to 1

  	
   

  
	
  (f)            April 30, 2004

  	
   

  	
  .39 to 1

  	
   

  
	
  (g)           July 31, 2004

  	
   

  	
  .46 to 1

  	
   

  
	
  (h)           October 31, 2004

  	
   

  	
  .52 to 1

  	
   

  
	
  (i)            January 31, 2005

  	
   

  	
  .53 to 1

  	
   

  
	
  (j)            April 30, 2005

  	
   

  	
  .39 to 1

  	
   

  
	
  (k)           July 31, 2005

  	
   

  	
  .40 to 1

  	
   

  
	
  (l)            October 31, 2005

  	
   

  	
  .34 to 1

  	
   

  






 


7.25  Further
Assurances.  Each Borrower has
executed or will contemporaneously herewith execute and deliver to Agent such
of the other Financing Agreements to which it is a party and financing
statements pursuant to the UCC, in form and substance satisfactory to
Agent.  Each Borrower shall, at its
expense, at any time or times duly execute and deliver, or shall cause to be
duly executed and delivered, such further agreements, instruments and
documents, including, without limitation, additional security agreements,
collateral assignments, UCC financing statements or amendments or continuations
thereof, landlord’s or mortgagee’s waivers of liens and consents to the
exercise by Agent of all the rights and remedies hereunder, under any of the
other Financing Agreements or applicable law with respect to the Collateral,
and do or cause to be done such further acts as may be necessary or proper in
Agent’s opinion to evidence, perfect, maintain and enforce the security
interest and the priority thereof in the Collateral and to otherwise effectuate
the provisions or purposes of this Agreement or any of the other Financing
Agreements.  Where permitted by law,
each Borrower hereby authorizes Agent to execute and file one or more UCC
financing statements signed only by Agent. 
Upon the request of Agent, at any time and from time to time, each
Borrower shall, at its cost and expense, do, make, execute, deliver and record,
register or file, financing statements, mortgages, deeds of trust, deeds to
secure 


 


113

















 


debt, and other instruments,
acts, pledges, assignments and transfers (or cause the same to be done) and
will deliver to Agent such instruments evidencing items of Collateral as may be
requested by Agent.


 


SECTION 8.  EVENTS OF
DEFAULT AND REMEDIES


 


8.1  Events
of Default.  The occurrence of
any one or more of the following events shall constitute an “Event of Default”
hereunder:


 


(a)  a Borrower shall be in default in the
payment of any of the Obligations when due, which default shall continue for
three (3) days; or


 


(b)  a Borrower or any Obligor shall fail to
observe or perform any covenants or agreements contained in this Agreement, the
other Financing Agreements or in any other document or instrument referred to
herein or therein other than as described in Section 8.1(a) above and such
failure shall continue for fifteen (15) days, provided, that,
such fifteen (15) day period shall not apply in the case of: (i) any failure to
observe any such covenant or agreement which is not capable of being cured at
all or within such fifteen (15) day period or which has been the subject of a
prior failure within a six (6) month period or (ii) an intentional breach by a
Borrower or its or their management of any such covenant or agreement, or (iii)
the failure to observe or perform any of the covenants or agreements contained
in Sections 7.2, 7.3, 7.4, 7.5, 7.6, 7.17, 7.20, 7.21 and 7.25 of this
Agreement or any covenants or agreements covering substantially the same matter
as such sections in any of the other Financing Agreements; or


 


(c)  any present or future representation,
warranty or statement of fact when made by or on behalf of a Borrower or any
Obligor to Agent or any Lender is false or misleading in any material respect;
or


 


(d)  a judgment is rendered against any Borrower
or any Obligor (other than Renco Group) in excess of $1,000,000 in any one case
or in excess of $2,500,000 in the aggregate and the same shall remain
undischarged for a period in excess of thirty (30) days or execution shall at
any time not be effectively stayed except if it is a judgment for which such
Borrower or Obligor is fully insured and with respect to which the insurer has
admitted in writing its liability for the full amount thereof and so long as
execution is at all times effectively stayed; or


 


(e)  a Borrower or any Obligor shall be generally
unable to pay its debts as they mature, suspend or discontinue doing business
for any reason, become insolvent, call a meeting of creditors or have a
creditors’ committee appointed, make a general assignment for the benefit of
creditors, shall admit in writing its inability to pay its debts as they become
due or shall commence any action or proceeding for the appointment of any
trustee, receiver, custodian or liquidator of such Borrower or such Obligor or
all or any part of their respective properties or assets; or


 


114

















 


(f)  a Borrower or any Obligor shall commence any
action or proceeding for relief under the Bankruptcy Code or any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under the Bankruptcy Code or any other present or
future statute, law or regulation or shall take any corporate or limited liability
company action to authorize any of such actions or proceedings; or


 


(g)  a Borrower or any Obligor shall have
commenced against it any action or proceeding for relief under the Bankruptcy
Code or any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under the Bankruptcy Code or any
other present or future statute, law or regulation, or any action or proceeding
for the appointment of any trustee, receiver, custodian or liquidator of such
Borrower or Obligor or all or any part of their respective properties or
assets, which is not dismissed within forty-five (45) days of its commencement,
or such Borrower or Obligor shall file any answer admitting or not contesting
the allegations of a petition filed against it in any such proceeding or by any
act or omission indicates its consent to, acquiescence in or approval of, any
such action or proceeding or if the relief requested is granted sooner; or


 


(h)  a Borrower or any Obligor (other than Renco
Group) shall default in the payment of any amounts at any time due on any
Indebtedness for borrowed money in excess of $2,500,000 (including, without
limitation, any Indebtedness evidenced by or arising under the Existing Notes
or the other Existing Note Agreements or under the New Secured Notes or the
other New Secured Note Agreements or the Term Loan Documents), Capitalized
Lease Obligations or any contingent Indebtedness in connection with any
guarantee, letter of credit, indemnity or similar type of instrument at any
time owing to any Person other than Agent or in the performance of any other
terms or covenants or any evidence of same or other agreement relating thereto
(including, without limitation, the Existing Note Agreements, the New Secured
Note Agreements or the Term Loan Documents) or securing same and which causes
or permits the holders of such Indebtedness to cause such Indebtedness to
become due prior to its maturity, and which default continues for more than the
applicable cure period, if any, with respect thereto, but in no event more than
thirty (30) days after the occurrence of any such default; or


 


(i)  any default by Doe Run Peru or any other
obligor under the Banco de Credito Agreements shall exist or have occurred and
be continuing (after any applicable notice or cure periods) or the failure of
Banco de Credito to comply with any terms thereof;


 


(j)  (i) the Renco Junior Participation Agreement
shall cease to be in full force and effect (except for termination thereof in
accordance with its terms) or Renco Group or, any Borrower, Obligor shall
contest the validity thereof, or (ii) Renco Group shall fail to perform any of
the terms, covenants, conditions or provisions of the Renco Junior
Participation Agreement or any other agreement of such party in favor of Agent
or any Lender in connection with the financing arrangements among Borrowers,
Agent and Lenders, or (iii) Renco Group shall fail to honor any demand for
payment 


 


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thereunder in accordance with
its terms, or deny it has any further liability or obligation thereunder or
shall revoke, terminate or purport to revoke or terminate the Renco Junior
Participation Agreement or (iv) any injunctive relief or restraining order is
sought or granted which does or would, if granted limit or impair the right of
Agent or any Lender to receive payment under the Renco Junior Participation
Agreement in accordance with the terms of the foregoing or for Agent or any
Lender to retain any funds drawn or paid thereunder;


 


(k)  any “Event of Default” as defined in the
Term Loan Documents shall exist or have occurred and be continuing or the
failure of Term Loan Agent or any Term Loan Lender to comply with any of the
terms of the Term Loan Documents (including, but limited to, the Term Loan
Supplemental Loan Agreement) and Term Loan Intercreditor Agreement;


 


(l)  there is a Change of Control; or


 


(m)  the occurrence of any default or event of
default under any of the other Financing Agreements which continues to exist
after the applicable cure period, if any, with respect thereto in such
Financing Agreement.


 


8.2  Remedies.


 


(a)  Without limiting Agent’s or any Lender’s
rights to demand payment sooner as provided in this Agreement, upon or at any
time after the occurrence or existence of any one or more of such Events of
Default, upon termination of this Agreement or the other Financing Agreements,
or if this Agreement and the other Financing Agreements are not renewed, in
addition to any other rights Agent or any Lender may have under the Financing
Agreements or otherwise:


 


(i)  subject to Section 8.2(b) below, Agent may,
and upon the direction of the Majority Lenders shall, declare the Commitments
of each Lender terminated, whereupon the Commitment of each Lender will terminate
immediately (such that no more Loans shall be made or Letter of Credit
Accommodations provided hereunder), without presentment for payment, demand,
notice of dishonor or notice of protest or any other or further notice, all of
which are hereby expressly waived by Borrowers; or


 


(ii) subject
to 8.2(b) below, Agent may, and upon the direction of the Majority Lenders
shall, declare any or all of the Obligations to be immediately due and payable,
together with interest at the highest rate of interest hereunder until fully
and indefeasibly paid, without presentment for payment, demand, notice of
dishonor or protest or any or other further notice, all of which are hereby
expressly waived by Borrowers (provided, that, upon the
occurrence of any Events of Default described in Sections 8.1(f) or 8.1(g), all
Obligations shall automatically become immediately due and payable); and


 


 


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(iii)  each Participant, to the fullest extent
permitted by applicable law, shall have the right to (A) set off against the
Obligations any and all deposits (whether general or special, time or demand,
provisional or final), credits, balances, accounts, monies or other assets
which are the property of Borrowers and held by such Participant or owed by
such Participant to such Borrower and (B) remit the same to Agent for
application to the Obligations;


 


(iv)  without further notice to Borrowers, Agent
and any Lender may appropriate, set off and apply to the payment of any or all
of the Obligations, any or all Collateral, in such manner as Agent shall
determine, enforce payment of any Collateral, settle, compromise or release in
whole or in part, any amounts owing on the Collateral, make allowances and
adjustments with respect thereto, issue credits in Agent’s or a Borrower’s
name, sell, assign and deliver the Collateral (or any part thereof), at public
or private sale, at broker’s board, for cash, upon credit or otherwise, at
Agent’s option and discretion, and Agent may bid or become purchaser at any
such sale, if public, free from any right of redemption which is hereby
expressly waived;


 


(v)  without limiting the generality of the
foregoing, Agent and Lenders are hereby authorized at any time and from time to
time, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other Indebtedness at any
time owing by Agent or any Lender to or for the credit or the account of
Borrowers against any and all of the Obligations, whether or not then due and
payable;


 


(vi)  Agent shall have the right, without notice
to Borrowers (except as otherwise expressly provided herein), at any time and
from time to time in its discretion, with or without judicial process or the
aid or assistance of others and without cost to Agent or Lender (A) to enter
upon any premises on or in which any of the Inventory may be located and,
without resistance or interference by Borrowers, take possession of the
Inventory, (B) to complete processing, manufacturing and repair of all or any
portion of the Inventory, (C) to sell, foreclose or otherwise dispose of any
part or all of the Inventory on or in any premises of Borrower or premises of
any other party, (D) to require each Borrower, at its expense, to assemble
and make available to Agent any part or all of the Inventory at any reasonable
place and time designated by Agent, and (E) to remove any or all of the
Inventory from any premises on or in which the same may be located, for the
purpose of effecting the sale, foreclosure or other disposition thereof or for
any other purpose.


 


(b)  Notwithstanding anything to the contrary in
this Section 8.2, but subject to Section 12.5 and the other provisions of
Section 12 hereof, so long as the Commitment Percentage of each of Congress and
CIT shall be fifty (50%) percent in the event Agent or the Majority Lenders do
not exercise the rights set forth in Section 8.2(a)(i) or Section 8.2(a)(ii)
above within ninety (90) days after the date of any written notice from CIT to
Agent of an Event of Default (which Event of Default is not thereafter waived
or cured), CIT may direct, and upon such direction Agent shall, exercise the
remedies set forth in Section 8.2(a)(i) or 8.2(a)(ii) as CIT may specify.


 


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(c)  Agent and Lenders shall have all of the
rights and remedies of a secured party under the UCC or applicable law of any
State in which any Collateral may be situated, in addition to all of the rights
and remedies set forth in this Agreement and the other Financing Agreements,
and in any instrument or document referred to herein or therein, and/or under
any other applicable law relating to this Agreement, the other Financing
Agreements, the Obligations or the Collateral.


 


(d)  Each Borrower and Guarantor agrees that the
giving of ten (10) days notice to Doe Run by Agent at Doe Run’s address set
forth below, designating the place and time of any public sale or of the time
after which any private sale or other intended disposition of the Collateral is
to be made, shall be deemed to be reasonable notice thereof and each Borrower
waives any other notice with respect thereto.


 


(e)  Without limiting the generality of the
foregoing, if Agent or any Lender enters into any credit transaction, directly
or indirectly, in connection with the disposition of any Collateral, it shall
have the option, at any time, in its discretion, to reduce the Obligations by
the principal amount of such credit transaction or to defer the reduction
thereof until actual receipt by Agent or such Lender of cash or other
immediately available funds in connection therewith.


 


(f)  In the event Agent institutes an action to
recover any Collateral or seeks recovery of any Collateral by way of
prejudgment remedy or otherwise, each Borrower and Guarantor hereby irrevocably
waives (i) the posting of any bond, surety or security with respect thereto
which might otherwise be required, (ii) any demand for possession prior to the
commencement of any suit or action to recover the Collateral, and (iii) any
requirement that Agent retain possession and not dispose of any Collateral
until after trial or final judgment.


 


(g)  Agent may, at its option, cure any default
by a Borrower under any agreement with any Person, which constitutes, or with
notice or passage of time or both would constitute, an Event of Default
hereunder or under any of the other Financing Agreements, or pay or bond on
appeal any judgment entered against a Borrower (irrespective of the amount of
said judgment or the time elapsed since entry thereof), and charge such
Borrower’s account(s) therefor, such amounts to be repayable by such Borrower
on demand, together with interest thereon at the highest rate of interest
payable hereunder; provided, however, Agent shall be under no
obligation to effect such cure, payment or bonding and shall not, by making any
payment for such Borrower’s account(s), be deemed to have assumed any
obligation or liability of such Borrower.


 


(h)  The enumeration of the foregoing rights and
remedies is not intended to be exclusive, and such rights and remedies are in
addition to and not by way of limitation of any other rights or remedies Agent
or any Lender may have under the UCC or other applicable law.  Agent shall have the right to determine
which rights and remedies, and in which order any of the same, are to be
exercised, and to determine which Collateral is to be proceeded against and in
which order, and the exercise of any right or remedy shall not preclude the
exercise of any others, all of which shall be cumulative.


 


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(i)  No act, failure or delay by Agent or any
Lender shall constitute a waiver of any of the rights and remedies of Agent and
Lenders.  No single or partial waiver by
Agent or any Lender of any provision of this Agreement or any of the other
Financing Agreements, or breach or default thereunder, or of any right or
remedy which Agent and Lenders may have shall operate as a waiver of any other
provision, breach, default, right or remedy or of the same provision, breach,
default, right or remedy on a future occasion.


 


(j)  Each Borrower waives presentment, notice of
dishonor, protest and notice of protest of all instruments included in or
evidencing any of the Obligations or the Collateral and any and all notices or
demands whatsoever (except as expressly provided herein).  Agent may, at all times, proceed directly
against either or both of Borrowers to enforce payment of the Obligations and shall
not be required to take any action of any kind to preserve, collect or protect
any rights in the Collateral.


 


(k)  At any time or times that an Event of
Default exists or has occurred and is continuing, Agent may, in its discretion,
and upon the direction of the Majority Lenders, Agent shall, enforce the rights
of any Borrower or Obligor against any account debtor, secondary obligor or
other obligor in respect of any of the Accounts or other Receivables.  Without limiting the generality of the
foregoing, Agent may, in its discretion, and upon the direction of the Majority
Lenders, Agent shall, at such time or times (i) notify any or all account
debtors, secondary obligors or other obligors in respect thereof that the
Receivables have been assigned to Agent and that Agent has a security interest
therein and Agent may direct any or all accounts debtors, secondary obligors
and other obligors to make payment of Receivables directly to Agent, (ii)
extend the time of payment of, compromise, settle or adjust for cash, credit,
return of merchandise or otherwise, and upon any terms or conditions, any and
all Receivables or other obligations included in the Collateral and thereby
discharge or release the account debtor or any secondary obligors or other
obligors in respect thereof without affecting any of the Obligations,  (iii) demand, collect or enforce payment of
any Receivables or such other obligations, but without any duty to do so, and
Agent and Lenders shall not be liable for any failure to collect or enforce the
payment thereof nor for the negligence of its Agents or attorneys with respect
thereto and (iv) take whatever other action Agent may deem necessary or
desirable for the protection of its interests and the interests of
Lenders.  At any time that an Event of
Default exists or has occurred and is continuing, at Agent’s request, all
invoices and statements sent to any account debtor shall state that the
Accounts and such other obligations have been assigned to Agent and are payable
directly and only to Agent and Borrowers and Obligors shall deliver to Agent
such originals of documents evidencing the sale and delivery of goods or the
performance of services giving rise to any Accounts as Agent may require.  In the event any account debtor returns
Inventory when an Event of Default exists or has occurred and is continuing,
Borrowers shall, upon Agent’s request, hold the returned Inventory in trust for
Agent, segregate all returned Inventory from all of its other property, dispose
of the returned Inventory solely according to Agent’s instructions, and not
issue any credits, discounts or allowances with respect thereto without Agent’s
prior written consent.


 


(l)  To the extent that applicable law imposes
duties on Agent or any Lender to exercise remedies in a commercially reasonable
manner (which duties cannot be waived under such law), each 


 


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Borrower and Guarantor
acknowledges and agrees that it is not commercially unreasonable for Agent or
any Lender (i) to fail to incur expenses reasonably deemed significant by Agent
or any Lender to prepare Collateral for disposition or otherwise to complete
raw material or work in process into finished goods or other finished products
for disposition, (ii) to fail to obtain third party consents for access to Collateral
to be disposed of, or to obtain or, if not required by other law, to fail to
obtain consents of any Governmental Authority or other third party for the
collection or disposition of Collateral to be collected or disposed of, (iii)
to fail to exercise collection remedies against account debtors, secondary
obligors or other persons obligated on Collateral or to remove liens or
encumbrances on or any adverse claims against Collateral, (iv) to exercise
collection remedies against account debtors and other persons obligated on
Collateral directly or through the use of collection agencies and other
collection specialists, (v) to advertise dispositions of Collateral through
publications or media of general circulation, whether or not the Collateral is
of a specialized nature, (vi) to contact other persons, whether or not in the
same business as any Borrower or Guarantor, for expressions of interest in
acquiring all or any portion of the Collateral, (vii) to hire one or more
professional auctioneers to assist in the disposition of Collateral, whether or
not the collateral is of a specialized nature, (viii) to dispose of Collateral
by utilizing Internet sites that provide for the auction of assets of the types
included in the Collateral or that have the reasonable capability of doing so,
or that match buyers and sellers of assets, (ix) to dispose of assets in
wholesale rather than retail markets, (x) to disclaim disposition warranties, (xi)
to purchase insurance or credit enhancements to insure Agent or Lenders against
risks of loss, collection or disposition of Collateral or to provide to Agent
or Lenders a guaranteed return from the collection or disposition of
Collateral, or (xii) to the extent deemed appropriate by Agent, to obtain the
services of other brokers, investment bankers, consultants and other
professionals to assist Agent in the collection or disposition of any of the
Collateral. Each Borrower and Guarantor acknowledges that the purpose of this
Section is to provide non-exhaustive indications of what actions or omissions
by Agent or any Lender would not be commercially unreasonable in the exercise
by Agent or any Lender of remedies against the Collateral and that other
actions or omissions by Agent or any Lender shall not be deemed commercially
unreasonable solely on account of not being indicated in this Section. Without
limitation of the foregoing, nothing contained in this Section shall be
construed to grant any rights to any Borrower or Guarantor or to impose any
duties on Agent or Lenders that would not have been granted or imposed by this
Agreement or by applicable law in the absence of this Section.


 


(m)  For the purpose of enabling Agent to
exercise the rights and remedies hereunder, each Borrower and Obligor hereby
grants to Agent, to the extent assignable, an irrevocable, non-exclusive
license (exercisable at any time an Event of Default shall exist or have
occurred and for so long as the same is continuing) without payment of royalty
or other compensation to any Borrower or Obligor, to use, assign, license or
sublicense any of the trademarks, service-marks, trade names, business names,
trade styles, designs, logos and other source of business identifiers and other
Intellectual Property and general intangibles now owned or hereafter acquired by
any Borrower or Obligor, wherever the same maybe located, including in such
license reasonable access to all media in which any of the licensed items may
be recorded or stored and to all computer programs used for the compilation or
printout thereof.


 


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(n)  Agent may apply the cash proceeds of
Collateral actually received by Agent from any sale, lease, foreclosure or
other disposition of the Collateral to payment of the Obligations, in whole or
in part and in such order as Agent may elect, whether or not then due.  Borrowers and Guarantors shall remain liable
to Agent and Lenders for the payment of any deficiency with interest at the
highest rate provided for herein and all costs and expenses of collection or
enforcement, including attorneys’ fees and expenses.


 


(o)  Without limiting the foregoing, upon the
occurrence of a Default or an Event of Default, (i) Agent and Lenders may, at
Agent’s option, and upon the occurrence of an Event of Default at the written
direction of the Majority Lenders, Agent and Lenders shall, without notice, (A)
cease making Loans or arranging for Letter of Credit Accommodations or reduce
the lending formulas or amounts of Loans and Letter of Credit Accommodations
available to Borrowers and/or (B) terminate any provision of this Agreement
providing for any future Loans or Letter of Credit Accommodations to be made by
Agent and Lenders to Borrowers and (ii) Agent may, at its option, establish
such Reserves as Agent determines, without limitation or restriction,
notwithstanding anything to the contrary contained herein.


 


SECTION 9.  COLLECTION
AND ADMINISTRATION


 


9.1  Collections;
Management of Collateral.


 


(a)  Each Borrower or Administrative Borrower
shall establish and maintain, at its expense, blocked accounts or lockboxes and
related blocked accounts (in either case, “Blocked Accounts”), as Agent may
specify, with such banks as are acceptable to Agent into which such Borrower
shall promptly deposit and direct its account debtors to directly remit all
payments on Accounts and all payments constituting proceeds of Inventory or
other Collateral in the identical form in which such payments are made, whether
by cash, check or other manner.  The banks
at which the Blocked Accounts are established shall enter into an agreement, in
form and substance satisfactory to Agent, providing that all items received or
deposited in the Blocked Accounts are subject to the security interests and
rights of Agent, that the depository bank has no lien upon, or right to setoff
against, the Blocked Accounts, the items received for deposit therein, or the
funds from time to time on deposit therein and that the depository bank will
wire, or otherwise transfer, in immediately available funds, on a daily basis,
at such time as Agent shall direct, all funds received or deposited into the
Blocked Accounts to the Payment Account or such other bank account of Agent as
Agent may from time to time designate for such purpose (“Payment Account”).  Borrowers agree that all payments made to
such Blocked Accounts or other funds received and collected by Agent, whether
on the Accounts or as proceeds of Inventory or other Collateral or otherwise
shall be subject to the security interests and rights of Agent for the ratable
benefit of Lenders.


 


(b)  For purposes of calculating interest on the
Obligations, such payments or other funds received will be applied (conditional
upon final collection) to the Obligations one (1) Business 


 


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Day following the date of
receipt of immediately available funds by Agent in the Payment Account (the
“Collection Period”).  In the event that
as of any day there are no Loans outstanding, Agent shall be entitled to charge
Borrowers an administrative fee equivalent to the interest Agent would have
received for the Collection Period had there been Loans outstanding on such
day, in the amount of the payments and other funds received pursuant to the
preceding sentence by Agent in the Payment Account on such day.  For purposes of calculating the amount of
the Loans available to each Borrower such payments will be applied (conditional
upon final collection) to the Obligations on the Business Day of receipt by
Agent in the Payment Account, if such payments are received within sufficient
time (in accordance with Agent’s  usual
and customary practices as in effect from time to time) to credit such
Borrower’s loan account on such day, and if not, then on the next Business
Day.  To the extent Agent may hold cash
collateral to secure all of the Obligations on terms and conditions determined
by Agent, so long as no Event of Default shall exist or have occurred and be
continuing, the Borrower providing such cash collateral shall receive a credit
to its loan account maintained by Agent at a rate equal to three (3%) percent
per annum less than the Prime Rate. 
Such credit shall be applied to the loan account of such Borrower as of
the first day of each month.


 


(c)  Each Borrower and all of its Subsidiaries,
shareholders, directors, employees, Agents and other Affiliates shall, acting
as trustee for Agent, receive, as the property of Agent and Lenders according
to their interest hereunder, any monies, checks, notes, drafts or any other
payment relating to and/or proceeds of Accounts or other Collateral which come
into their possession or under their control and immediately upon receipt
thereof, shall deposit or cause the same to be deposited in the Blocked
Accounts, or remit the same or cause the same to be remitted, in kind, to
Agent.  In no event shall the same be
commingled with such Borrower’s own funds. 
Each Borrower agrees to reimburse Agent and Lenders on demand for any
amounts owed or paid to any bank at which a Blocked Account is established or
any other bank or person involved in the transfer of funds to or from the
Blocked Accounts arising out of Agent’s or Lender’s payments to or
indemnification of such bank or person. 
The obligation of Borrowers to reimburse Agent or Lenders for such
amounts pursuant to this Section 9.1 shall survive the termination or
non-renewal of this Agreement.


 


9.2  Payments.


 


(a)  All Obligations shall be payable to the
Payment Account as designated under Section 9.1 or such other place as
Agent may designate from time to time. 
The Obligations shall be payable upon the effective date of termination
or non-renewal or maturity of the Credit Facility, or earlier upon an Event of
Default, or otherwise as provided elsewhere herein or in the other Financing
Agreements.


 


(b)  Payments received, including but not limited
to, payments made with  the proceeds of
any Loans (subject to Section 3.3(e) hereof) or the proceeds of any sale,
disposition or other realization upon all or any part of the Collateral shall
be applied to the Obligations in the following order of priorities:


 


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(i)  first, to the payment in full in cash
or other immediately available funds of all costs, expenses and other charges
of Agent and Lenders under the Financing Agreements and all indemnities under
the Financing Agreements then due to Agent and Lenders;


 


(ii)  second, to the payment in full in
cash or other immediately available funds of all fees payable by Borrowers
under the Financing Agreements then due;


 


(iii)  third, to the payment in full in cash
or other immediately available funds of all interest due in respect of all
Loans (including all Borrowing Base Loans, Supplemental Loans, Additional Loans
(as defined in Section 12.14 hereof) and Agent Advances); except, that,
at any time an Event of Default exists or has occurred and is continuing or on
and after the commencement of any Insolvency Proceeding, the portion of any
interest payable in respect of the Supplemental Loans equivalent to the amounts
payable to Renco Group under Section 4.6 of the Renco Junior Participation
Agreement shall not be paid pursuant to this clause (iii) but shall be paid as
provided in clause (viii) of this Section 9.2(b) below;


 


(iv)  fourth, to the payment in full in
cash or other immediately available funds of the principal amount of all Agent
Advances and Additional Loans;


 


(v)  fifth, to the payment in full in cash
or other immediately available funds of the principal amount of all Borrowing
Base Loans and the principal amount of all Supplemental Loans to the extent
that Agent has not received payments in respect thereof from Renco Group under
the terms of the Renco Junior Participation Agreement; except, that,
at any time that the conditions set forth in Section 3.3(e) hereof are
satisfied as determined by Agent, then to the prepayment of the principal
amount of all Supplemental Loans to the extent permitted under Section 3.3(e)
hereof and, thereafter, to the payment in full in cash or other immediately
available funds of the principal amount of all Borrowing Base Loans;


 


(vi)  sixth, to the payment in full in cash
or other immediately available funds of cash collateral for Letter of Credit
Accommodations in an amount equal to one hundred ten (110%) percent of the
amount of the Letter of Credit Accommodations plus the amount of any fees and
expenses payable in connection therewith through the end of the latest
expiration date of the Letter of Credit Accommodations and any other cash
collateral to be provided to Agent under the terms of the Financing Agreements;


 


(vii)  seventh, to the payment in full in
cash or other immediately available funds of all other Obligations, other than
the principal amount of the Supplemental Loans to the extent that Agent has
received payments in respect thereof from Renco Group under the terms of the
Renco Junior Participation Agreement; and


 


(viii) eighth,
to the payment in full in cash or other immediately available funds of (A) the
principal amount of the Supplemental Loans to the extent that Agent has
received payments in 


 


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respect thereof from Renco
Group under the terms of the Renco Junior Participation Agreement and (B) at
any time an Event of Default exists or has occurred and is continuing or on and
after the commencement of any Insolvency Proceeding, the portion of any
interest payable in respect of the Supplemental Loans equivalent to the amounts
payable to Renco Group under Section 4.6 of the Renco Junior Participation
Agreement.


 


For purposes of the foregoing,
“paid in full” or “payment in full” as to the Obligations means payment of all
amounts owing under the Financing Agreements, as applicable, according to the
terms thereof, including but not limited to principal, fees, servicing fees,
professional fees, interest (including default interest and interest on
interest and in each case specifically including interest accrued after the
commencement of any Insolvency Proceeding and any such interest that would have
accrued but for the commencement of any Insolvency Proceeding), and expense
reimbursements, in each case whether or not the same is or would be or is
allowed or allowable or is disallowed in whole or in part in any Insolvency
Proceeding.


 


(c)  The aggregate principal and interest
payments paid by Borrowers to Agent for the account of the Lenders hereunder
shall, as applicable, be apportioned ratably among the Lenders, in each case
according to their Pro Rata Shares.  All
payments shall be remitted to Agent. 
Agent shall promptly distribute to each Lender at its primary address
set forth on the appropriate signature page hereof, or at such other address as
such Lender may designate in writing to Agent, such funds as it may be entitled
to receive.  The foregoing apportionment
of payments is solely for the purpose of determining the obligations of
Borrowers hereunder and, notwithstanding such apportionment, any Lender may on
its books and records allocate payments received by it in a manner different
from that contemplated hereby.  No such
different allocation shall alter the rights and obligations of Borrowers or
Guarantor under this Agreement determined in accordance with the apportionments
contemplated by this Section 9.2(c).


 


(d)  If after receipt of any payment of, or
proceeds applied to the payment of, all or any part of the Obligations, Agent
or any Lender is for any reason required to surrender such payment or proceeds
to any Person, because such payment or proceeds is invalidated, declared
fraudulent, set aside, determined to be void or voidable as a preference, or a
diversion of trust funds, or for any other reason, then the Obligations or any
part thereof intended to be satisfied shall be revived and continue and this
Agreement shall continue in full force as if such payment or proceeds had not
been received by such Agent or such Lender and Borrowers shall be liable to pay
to Agent or such Lender, and hereby does indemnify Agent or such Lender and
hold them harmless for the amount of such payment or proceeds surrendered.  The provisions of this Section 9.2(d) shall
be and remain effective notwithstanding any contrary action which may have been
taken by Agent or any Lender in reliance upon such payment or proceeds, and any
such contrary action so taken shall be without prejudice to the rights of Agent
and Lenders under this Agreement and shall be deemed to have been conditioned
upon such payment or proceeds having become final and irrevocable.  The provisions of this Section 9.2(d)
shall survive the termination of this Agreement and the other Financing
Agreements.


 


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(e)  At Agent’s option, all principal, interest,
fees, commissions, costs, expenses, or other charges hereunder, under the other
Financing Agreements or in connection herewith or therewith, and any and all
Loans, may be charged directly to any account(s) of Borrowers maintained by
Agent.


 


(f)  Each Borrower shall make all payments in
respect of the Obligations free and clear of, and without deduction or
withholding for or on account of, any setoff, counterclaim, defense, duties,
taxes, levies, imposts, fees, deductions, withholdings, restrictions or
conditions of any kind or nature whatsoever.


 


9.3  Sharing
of Payments, Etc.


 


(a)  Each Borrower agrees that, in addition to
(and without limitation of) any right of setoff, banker’s lien or counterclaim
Agent or any Lender may otherwise have, each Lender shall be entitled, at its
option, to offset balances held by it for the account of Borrower at any of its
offices, in dollars or in any other currency, against any principal of or
interest on any Loans owed to such Lender or any other amount payable to such
Lender hereunder, that is not paid when due (regardless of whether such
balances are then due to Borrowers), in which case it shall promptly notify
Borrowers and Agent thereof; provided, that, such Lender’s
failure to give such notice shall not affect the validity thereof.


 


(b)  If any Lender (including Agent) shall obtain
from any Borrowers payment of any principal of or interest on any Loan owing to
it or payment of any other amount under this Agreement or any other Financing
Agreement through the exercise of any right of setoff, banker’s lien or
counterclaim or similar right or otherwise (other than from Agent as provided
herein), and, as a result of such payment, such Lender shall have received more
of its Pro Rata Share of the principal of or interest on the Loans or such
other amounts then due hereunder by Borrower to such Lender than the percentage
thereof received by any other Lender, it shall promptly pay to Agent, for the
benefit of Lenders, the amount of such excess and simultaneously purchase from
such other Lenders a participation in the Loans or such other amounts,
respectively, owing to such other Lenders (or in interest due thereon, as the
case may be) in such amounts, and make such other adjustments from time to time
as shall be equitable, to the end that all Lenders shall share the benefit of
such excess payment (net of any expenses that may be incurred by such Lender in
obtaining or preserving such excess payment) in accordance with their
respective Pro Rata Shares.  Amounts
received by Agent under this Section 9.3 shall be treated as payments received
from Borrowers under Section 9.2 hereof. 
To such end all Lenders shall make appropriate adjustments among
themselves (by the resale of participation sold or otherwise) if such payment
is rescinded or must otherwise be restored.


 


(c)  Each Borrower agrees that any Lender so
purchasing such a participation (or direct interest) may exercise, in a manner
consistent with this Section 9.3, all rights of setoff, banker’s lien,
counterclaim or similar rights with respect to such participation as fully as
if such Lender were a direct holder of Loans or other amounts (as the case may
be) owing to such Lender in the amount of such participation.


 


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(d)  Nothing contained herein shall require any
Lender to exercise any such right or shall affect the right of any Lender to
exercise, and retain the benefits of exercising, any such right with respect to
any other indebtedness or obligation of Borrowers.  If, under any applicable bankruptcy, insolvency or other similar
law, any Lender receives a secured claim in lieu of a setoff to which this Section
9.3 applies, such Lender shall, to the extent practicable, assign such rights
to Agent for the benefit of Lenders and, in any event, exercise its rights in
respect of such secured claim in a manner consistent with the rights of Lenders
entitled under this Section 9.3 to share in the benefits of any recovery on
such secured claim.


 


9.4  Borrowers’ Loan Account.  Agent shall maintain one or more loan
account(s) on its books in which shall be recorded (a) all Loans, Letter of
Credit Accommodations and other Obligations and the Collateral, (b) all
payments made by or on behalf of a Borrower and (c) all other appropriate
debits and credits as provided in this Agreement, including, without
limitation, fees, charges, costs, expenses and interest.  All entries in the loan account(s) shall be
made in accordance with Agent’s customary practices as in effect from time to
time.  All Collateral or other
collateral security held by or granted to Agent or Lenders by a Borrower or any
third persons shall be security for the payment and performance of any and all
Obligations to Agent and Lenders (including, but not limited to, the Loans),
notwithstanding the maintenance of separate accounts for Borrowers or third
persons or the existence of any notes.


 


9.5  Statements.  Agent shall render to Doe Run each month a
statement setting forth the balance in each Borrower’s loan account(s)
maintained by Agent for such Borrower pursuant to the provisions of this
Agreement, including principal, interest, fees, costs and expenses.  Each such statement shall be subject to
subsequent adjustment by Agent but shall, absent manifest errors or omissions,
be considered correct and deemed accepted by Borrowers and conclusively binding
upon Borrowers as an account stated except to the extent that Agent receives a
written notice from Borrowers of any specific exceptions of Borrowers thereto
within thirty (30) days after the date such statement has been mailed by
Agent.  Until such time as Agent shall
have rendered to Doe Run a written statement as provided above, the balance in
such Borrower’s loan account(s) shall be presumptive evidence of the amounts
due and owing by such Borrower to Agent and Lenders.


 


9.6  Right of Inspection; Access.  Agent, Lenders and its representatives
shall, at all reasonable times and upon reasonable prior written notice prior
to an Event of Default and at any time and without notice at any time on or
after an Event of Default, have free access to and right of inspection of the
Collateral and have full access to and the right to examine and make copies of
the books and records of Borrowers to confirm and verify all Accounts, to
perform general audits and to do whatever else Agent or any Lender deems
necessary to protect the interests of Agent and Lenders.  Agent may at any time remove from the
premises of Borrowers or require Borrower or any accountants and auditors
employed by Borrowers to deliver any books and records and Agent and Lenders
may, without cost or expense to any of it, use such of Borrowers’ personnel, supplies,
computer equipment and space at its places of business as may be reasonably
necessary for the handling of collections.


 


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9.7  Accounts Documentation.  Each Borrower shall maintain its shipping
forms, invoices and other related documents in a form reasonably satisfactory
to Agent and each Borrower shall maintain its books, records and accounts in
accordance with GAAP consistently applied. 
Each Borrower shall keep and maintain, at its cost and expense,
satisfactory and complete books and records of all Accounts, all payments
received or credits granted thereon, and all other dealings therewith.  At such times as Agent may reasonably
request, each Borrower shall deliver to Agent, all original documents
evidencing the sale and delivery of goods or the performance of services which
created any Accounts, including, but not limited to, all contracts, orders,
invoices, bills of lading, warehouse receipts, delivery tickets and shipping
receipts, together with schedules describing the Accounts and/or written
confirmatory assignments to Agent of each Account, in form and substance
satisfactory to Agent and duly executed by such Borrower, together with such
other information as Agent may request. 
In no event shall the making or the failure to make or the content of
any schedule or assignment or such Borrower’s failure to comply with the
provisions hereof be deemed or construed as a waiver, limitation or
modification of the security interest in, lien upon and assignment of the
Collateral or the representations, warranties or covenants under this Agreement
or the other Financing Agreements.  Any
documents, schedules, invoices or other papers delivered to Agent or any
Lender, pursuant to this Section or otherwise, may be destroyed or otherwise
disposed of by it one (1) year after the same are delivered, unless Borrowers
make written request therefor and pay all expenses attendant to their return,
in which event Agent or such Lender shall return same when its actual or
anticipated need therefor has ceased.


 


9.8  Specific
Powers.  Each Borrower hereby
constitutes Agent and its designees, as such Borrower’s attorney-in-fact, with
power of substitution, at the cost and expense of Borrowers, to exercise at any
time all or any of the following powers which appointment, being coupled with
an interest, shall be irrevocable until all Obligations have been indefeasibly
paid in full:  (a) to receive, take,
endorse, assign, deliver, accept and deposit, in the name of Agent or such
Borrower, any and all checks, notes, drafts, remittances and other instruments
and documents or chattel paper, in each case to the extent relating to the
Collateral; (b) to transmit to Account Debtors notice of Agent’s interest
therein and to request from such Account Debtors at any time, in the name of
Agent or such Borrower or that of Agent’s designee, information concerning the
Collateral and the amounts owing thereon; (d) on or after the occurrence of an
Event of Default, or an event which with notice, passage of time or both would
constitute an Event of Default, to notify Account Debtors to make payment
directly to Agent; (e) on or after the occurrence of an Event of Default, or an
event which with notice, passage of time or both would constitute an Event of
Default, to take or bring, in the name of Agent or such Borrower, all steps,
actions, suits or proceedings deemed by Agent necessary or desirable to effect
collection of the Collateral; and (f) authorize to file on a Borrower’s behalf
any UCC financing statements relating to the Collateral or amendments
thereto.  Each Borrower hereby releases
Agent and its officers, employees and designees, from any liability arising
from any act or acts under this Agreement or in furtherance thereof, whether of
omission or commission, and whether based upon any error of judgment or mistake
of law or fact, except for acts of gross negligence or wilful misconduct of
Agent as determined pursuant to a final non-appealable order of a court of
competent jurisdiction.


 


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SECTION
10.   EFFECTIVE DATE; TERMINATION;
COSTS


 


10.1  Term.


 


(a)  This Agreement and the other Financing
Agreements shall become effective as of the date hereof and shall continue in
full force and effect for a term ending on October 29, 2005 (the “Renewal
Date”) and from year to year thereafter, unless sooner terminated pursuant to
the terms hereof; provided, that, Agent, any Lender (as to such
Lender), or Borrowers may terminate this Agreement and the other Financing
Agreements effective on the Renewal Date or on the anniversary of the Renewal
Date in any subsequent year by giving to the other parties hereto at least
sixty (60) days prior written notice; provided, that, in the
event any one Lender shall send a notice of its intention to terminate this
Agreement as to such Lender, any of the other Lenders may upon receipt of such
notice purchase the Commitment of the Lender sending such notice of
termination.  Upon the exercise of the
option to purchase such Commitment by any Lender and upon payment in full to
the terminating Lender of the amounts owing to it by the purchasing Lender in
accordance with Section 11.6, the Lender sending such notice of termination
shall assign its rights and obligations under this Agreement and the other
Financing Agreements to the Lender exercising such option in accordance with
Section 11.6 hereof.  This Agreement and
all other Financing Agreements must be terminated simultaneously.


 


(b)  In addition, Agent may, and upon the direction
of Majority Lenders shall, terminate this Agreement and the other Financing
Agreements, or terminate only the provisions of this Agreement as to future
Loans and Letter of Credit Accommodations, immediately at any time upon the
occurrence of an Event of Default or an act, condition or event which with
notice or passage of time or both would constitute an Event of Default.


 


(c)  Upon the effective date of termination or
non-renewal of the Financing Agreements, Borrowers shall pay to Agent for the
account of Lenders in full, all outstanding and unpaid Obligations (including,
but not limited to, the Loans and all interest, fees (including the early
termination fees provided herein, if applicable), charges, expenses and other
amounts provided for hereunder, under the other Financing Agreements or
otherwise) and shall furnish cash collateral to Agent in such amounts as Agent
determines are reasonably necessary to secure Agent and Lenders from loss,
cost, damage or expense, including reasonable attorneys’ fees and legal
expenses, in connection with any contingent Obligations, including Letter of
Credit Accommodations and any checks or other payments provisionally credited
to the Obligations and/or as to which Agent or any Lender has not yet received
final and indefeasible payment.  Such
payments in respect of the Obligations and cash collateral shall be remitted by
wire transfer in Federal funds to such bank account of Agent, as Agent may, in
its discretion, designate in writing to Borrowers for such purpose.  Interest at the Interest Rate shall be due
until and including the next Business Day, if the amounts so paid by Borrower
to the bank account designated by Agent are received in such bank account later
than 12:00 noon, New York, New York time.


 


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(d)  No termination of all or any part of the
Financing Agreements or the Commitments shall relieve or discharge a Borrower
of its duties, obligations and covenants under the Financing Agreements until
all Obligations have been fully indefeasibly discharged and paid, and the
continuing security interests of Agent in the Collateral shall remain in effect
until all such Obligations have been fully and indefeasibly discharged and
paid.


 


(e)  If this Agreement terminates upon the
occurrence of an Event of Default or at the request of a Borrower prior to the
Renewal Date, in view of the impracticality and extreme difficulty of
ascertaining actual damages and by mutual agreement of the parties as to a
reasonable calculation of the lost profits of Agent and Lenders as a result
thereof, Borrowers hereby agree to pay to Agent for ratable benefit of Lenders,
upon the effective date of such termination, an early termination fee in an
amount equal to one (1%) percent of Maximum Credit, if such termination is
effective prior to October 29, 2005, or if the Agreement continues for any
renewal term thereafter, if such termination is effective prior to the last day
of such renewal term.  Such early
termination fee shall be presumed to be the amount of damages sustained by said
early termination and Borrowers agree that it is reasonable under the
circumstances currently existing.  The
early termination fee provided for in this Section 10.1 shall be deemed
included in the Obligations.


 


10.2  Expenses and Additional Fees.


 


(a)  Each Borrower shall pay to Agent on demand
all reasonable costs and expenses that Agent or any Lender may pay or incur in
connection with the negotiation, preparation, consummation, administration,
enforcement, and termination of this Agreement and the other Financing
Agreements, including, without limitation: (i) reasonable attorneys’ and
paralegals’ fees and disbursements of counsel to Agent, Lenders and any
Participant (including allocated costs of in-house counsel); (ii) costs and
expenses (including reasonable attorneys’ and paralegals’ fees and
disbursements, and allocated costs of in-house counsel) for any amendment,
supplement, waiver, consent, or subsequent closing in connection with the
Financing Agreements and the transactions contemplated thereby; (iii) costs and
expenses of lien and title searches and title insurance; (iv) taxes, fees and
other charges for recording any agreements or documents with the Office of
Patents and Trademarks, the Copyright Office or any other governmental
authority, and the filing of UCC financing statements and continuations, and
other actions to perfect, protect, and continue the security interests and
liens of Agent in the Collateral; (v) sums paid or incurred to pay any amount
or take any action required of Borrowers under the Financing Agreements that
Borrowers fail to pay or take; (vi) with respect to the Collateral, costs
of appraisals, inspections and verifications thereof (including, without
limitation, travel, lodging, and meals) and inspections of each Borrower’s
operations by Agent, any Lender, Participants or their Agents, plus a charge of
$750 per person per day for the field examiners of Agent, any Lender and any
Participant; (vii) costs and expenses of forwarding loan proceeds, collecting
checks and other items of payment, and establishing and maintaining payment
accounts and lock boxes; (viii) costs and expenses of preserving and protecting
the Collateral; and (ix) costs and expenses (including reasonable attorneys’
and paralegals’ fees and disbursements and allocated costs of in-house counsel)
paid or incurred to obtain payment of the Obligations, enforce the security
interests 


 


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and liens of Agent, sell or otherwise
realize upon the Collateral, and otherwise enforce the provisions of this
Agreement and the other Financing Agreements, or to defend any claims made or
threatened against Agent or any Lender arising out of the transactions
contemplated hereby (including, without limitation, preparations for and
consultations concerning any such matters). 
The foregoing shall not be construed to limit any other provisions of
the Financing Agreements regarding costs and expenses to be paid by Borrowers.


 


(b)  Borrowers shall pay to Agent all of its
customary charges and fees in connection with (i) any payment, claim or refund
relating to the dishonor of any checks or other items of Borrowers or Account
Debtors, and (ii) wire transfers to Borrowers.


 


(c)  All sums provided for in this Section 10.2
shall be part of the Obligations, shall be payable on demand, and shall accrue
interest after demand for payment thereof at the applicable rate of interest
then payable hereunder.  Agent is hereby
irrevocably authorized to charge any amounts payable hereunder directly to any
of the account(s) maintained by Agent with respect to Borrowers.


 


10.3  Survival of Agreement.  All agreements, representations and
warranties contained herein or made in writing by the parties hereto in connection
with the transactions contemplated hereby shall survive the execution and
delivery of this Agreement, the other Financing Agreements and the consummation
of the transactions contemplated herein or therein regardless of any
investigation made by or on behalf of Agent or any Lender.


 


10.4  No Waiver; Cumulative Remedies.  No failure to exercise, and no delay in
exercising on the part of Agent or any Lender any right, power or privilege
under this Agreement or under any of the other Financing Agreements or other
documents referred to herein or therein shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or privilege hereunder
or thereunder preclude any other or further exercise thereof or the exercise of
any other right, power and privilege. 
No notice to or demand on a Borrower not required hereunder or any of
the other Financing Agreements shall entitle a Borrower to any other or further
notice or demand in similar or other circumstances or constitute a waiver of
the rights of Agent or any Lender to any other or further action in any
circumstances without notice or demand. 
The rights and remedies of Agent and Lenders under this Agreement, the
other Financing Agreements and any other present and future agreements between
Agent and/or Lenders and a Borrower are cumulative and not exclusive of any
rights or remedies provided by law or under any of the Financing Agreements or
such other agreements and all such rights and remedies may be exercised
successively or concurrently.


 


10.5  Notices.  All notices, requests and demands hereunder
shall be in writing and (a) made to the applicable party at its address
set forth on the signature page hereof, or to such other address as either
party may designate by written notice to the other in accordance with this
provision, and (b) deemed to have been given or made: if delivered in person,
immediately upon delivery; if by telex, telegram or facsimile transmission,
immediately upon sending and upon confirmation of receipt; if by nationally
recognized overnight courier service with instructions to deliver the next
Business Day, one 


 


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(1) Business Day after sending;
and if by certified mail, return receipt requested, ten (10) days after
mailing.


 


10.6  Entire
Agreement.  This Agreement, the
other Financing Agreements, any supplements hereto or thereto, and any
instruments or documents delivered or to be delivered in connection herewith or
therewith represent the entire agreement and understanding concerning the
subject matter hereof and thereof between the parties hereto, and supersede all
other prior and contemporaneous agreements, understandings, negotiations and
discussions, representations, warranties, commitments, offers and contracts
concerning the subject matter hereof and thereof, whether oral or written.


 


10.7  Confidentiality.


 


(a)  Agent and each Lender shall use all
reasonable efforts to keep confidential, in accordance with its customary
procedures for handling confidential information and safe and sound lending
practices, any non-public information supplied to it by Borrowers pursuant to
this Agreement which is clearly and conspicuously marked as confidential at the
time such information is furnished by Borrowers to Agent and Lenders, provided,
that, nothing contained herein shall limit the disclosure of any such
information: (i) to the extent required by statute, rule, regulation, subpoena
or court order, (ii) to bank examiners and other regulators, auditors and/or accountants,
(iii) in connection with any litigation to which Agent or any Lender is a
party, (iv) to any Affiliate of Agent or any Lender, (v) to any assignee or
Participant (or prospective assignee or Participant) so long as such assignee
or Participant (or prospective assignee or Participant) shall have first agreed
in writing to treat such information as confidential in accordance with this
Section 10.7, or (vi) to counsel for Agent or any Lender or any Participant or
assignee (or prospective Participant or assignee).


 


(b)  In no event shall this Section 10.7 or any
other provision of this Agreement or applicable law be deemed:  (i) to apply to or restrict disclosure of
information that has been or is made public by Borrowers or any third party
without breach of this Section 10.7 or otherwise becomes generally available to
the public other than as a result of a disclosure in violation hereof, (ii) to
apply to or restrict disclosure of information that was or becomes available to
Agent or any Lender on a non-confidential basis from a person other than
Borrowers, (iii) require Agent or any Lender to return any materials furnished
by Borrowers to Agent or any Lender or (iv) prevent Agent or any Lender from
responding to routine informational requests in accordance with the Code of
Ethics for the Exchange of Credit Information promulgated by The Robert
Morris Associates or other applicable industry standards relating to the
exchange of credit information.  The
obligations of Agent and Lenders under this Section 10.7 shall supersede and
replace the obligations of Agent and Lenders under any confidentiality letter
signed prior to the date hereof.


 


10.8  Partial
Invalidity.  If any provision of
this Agreement or the other Financing Agreements is held to be invalid or
unenforceable, such invalidity or unenforceability shall not invalidate this
Agreement or the other Financing Agreements as a whole but this Agreement or
the particular Financing Agreement, as the case may be, shall be construed as
though it did not contain the particular provision 


 


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or provisions held to be
invalid or unenforceable and the rights and obligations of the parties shall be
construed and enforced only to such extent as shall be permitted by law.


 


10.9  Headings.  The headings used herein are for convenience
only and do not constitute matters to be considered in interpreting this
Agreement.


 


10.10  Participant’s Security Interests.  If a Participant shall at any time
participate with any Lender in the Loans and Letter of Credit Accommodations,
each Borrower and Guarantor hereby grants to such Participant and such
Participant shall have and is hereby given, a continuing lien on and security
interest in any money, securities and other property of such Borrower or
Guarantor in the custody or possession of the Participant, including the right
of setoff, to the extent of the Participant’s participation in the Obligations,
and such Participant shall be deemed to have the same right of setoff to the
extent of its participation in the Obligations, as it would have if it were a
direct Lender.  For purposes of this
Section 10.10, the term Participant shall not include Renco Group.


 


10.11  Counterparts.  This Agreement may be executed in any number
of counterparts, and by Agent, Lenders, Borrowers and Guarantor in separate
counterparts, each of which shall be an original, but all of which shall
together constitute one and the same agreement.


 


10.12  Waiver of Existing Defaults.


 


(a)  Subject to the terms and conditions
contained herein, Agent hereby waives any Event of Default arising under (i)
Section 7.1(b) of the Existing Loan Agreement as a result of Doe Run’s failure
to maintain the minimum Consolidated Net Worth set forth in Section 6.10 of the
Existing Loan Agreement for the period through and including the date hereof
and the minimum EBITDA set forth in Section 6.24 of the Existing Loan Agreement
for the period through and including the date hereof, (ii) Section 7.1(h) of
the Existing Loan Agreement as a result of Doe Run’s default in the payment of
amounts due on March 15, 2002 and September 15, 2002 in respect of the
Indebtedness evidenced by of the Existing Notes, (iii) Sections 6.16, 3.2(a) or
(c) or 7.1(c) of the Existing Loan Agreement as a result of any underfunding of
any employee pension benefit plan prior to the date hereof, and (iv) Sections
6.20 or 7.1(h) or (i) of the Existing Loan Agreement as a result of any default
under or modification or waiver of any terms of the Prior Banco de Credito
Agreements prior to the date hereof.


 


(b)  The waivers contained in Section 10.12(a)
should not be construed as a bar to or an express or implied waiver of any
other or further Event of Default which may have occurred on or prior to the
date hereof, whether or not continuing on that date, or any other or further
Event of Default which may occur after that date, whether similar in kind or
otherwise, and shall not constitute a waiver, express or implied of any of the
rights or remedies of Lender arising under the terms of the Existing Loan
Agreement, this Agreement, or the other Financing Agreements on any future
occasion or otherwise.


 


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SECTION
11.  JURY TRIAL WAIVER; OTHER WAIVERS
AND CONSENTS; GOVERNING LAW


 


11.1  Governing Law; Choice of Forum;
Service of Process; Jury Trial Waiver.


 


(a)           The validity, interpretation and
enforcement of this Agreement and the other Financing Agreements and any
dispute arising out of the relationship between the parties hereto, whether in
contract, tort, equity or otherwise, shall be governed by the internal laws of
the State of New York but excluding any principles of conflicts of law or other
rule of law that would cause the application of the law of any jurisdiction other
than the laws of the State of New York.


 


(b)           Borrowers, Guarantor, Agent and
Lenders irrevocably consent and submit to the non-exclusive jurisdiction of the
Supreme Court of the State of New York in New York County and the United States
District Court for the Southern District of New York and waive any objection
based on venue or forum  non  conveniens with respect to any
action instituted therein arising under this Agreement or any of the other
Financing Agreements or in any way connected with or related or incidental to
the dealings of the parties hereto in respect of this Agreement or any of the
other Financing Agreements or the transactions related hereto or thereto, in
each case whether now existing or hereafter arising, and whether in contract,
tort, equity or otherwise, and agree that any dispute with respect to any such
matters shall be heard only in the courts described above.  Agent shall have the right to bring any
action or proceeding against any Borrower or Guarantor or its property in the
courts of any other jurisdiction which Agent deems necessary or appropriate in
order to realize on the Collateral or to otherwise enforce its rights against
any Borrower or Guarantor or its property).


 


(c)           Each Borrower and Guarantor hereby
waives personal service of any and all process upon it and consents that all
such service of process may be made by registered mail, postage prepaid,
directed to its address set forth on the signature pages hereof and service so
made shall be deemed to be completed ten (10) days after the same shall have
been so deposited in the U.S. mails, registered mail, postage prepaid, or, at
Agent’s option, by service upon any Borrower or Guarantor in any other manner
provided under the rules of any of the foregoing courts.  Within thirty (30) days after such service,
such Borrower or Guarantor shall appear in answer to such process, failing
which such Borrower or Guarantor shall be deemed in default and judgment may be
entered by Agent against such Borrower or Guarantor for the amount of the claim
and other relief requested.


 


(d)           BORROWERS, GUARANTOR, AGENT AND
LENDERS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE
OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT
OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR
THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN
CONTRACT, TORT, EQUITY


 


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OR OTHERWISE.  BORROWERS, GUARANTOR, AGENT AND LENDERS EACH
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY BORROWER,
GUARANTOR, AGENT OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF
THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


(e)           Neither Agent nor any Lender shall
not have any liability to any Borrower or Guarantor (whether in tort, contract,
equity or otherwise) for losses suffered by such Borrower or Guarantor in
connection with, arising out of, or in any way related to the transactions or
relationships contemplated by this Agreement, or any act, omission or event
occurring in connection herewith, unless it is determined by a final and
non-appealable judgment by a court of competent jurisdiction that the losses were
the result of such party’s own acts or omissions constituting gross negligence
or willful misconduct.  In any such
litigation, Agent and Lender shall be entitled to the benefit of the rebuttable
presumption that it acted in good faith and with the exercise of ordinary care
in the performance by it of the terms of this Agreement.  Each Borrower and Guarantor:  (i) certifies that neither Agent, any each
Lender nor any representative, agent or attorney acting for or on behalf of
Agent or any Lender has represented, expressly or otherwise, that Agent and
Lenders would not, in the event of litigation, seek to enforce any of the
waivers provided for in this Agreement or any of the other Financing Agreements
and (ii) acknowledges that in entering into this Agreement and the other
Financing Agreements, Agent and Lenders are relying upon, among other things,
the waivers and certifications set forth in this Section 11.1 and elsewhere
herein and therein.


 


11.2  Waiver
of Notices.  Each Borrower and
Guarantor hereby expressly waive demand, presentment, protest and notice of
protest and notice of dishonor with respect to any and all instruments and
commercial paper, included in or evidencing any of the Obligations or the
Collateral, and any and all other demands and notices of any kind or nature
whatsoever with respect to the Obligations, the Collateral and this Agreement,
except such as are expressly provided for herein.  No notice to or demand on a Borrower or Guarantor which Agent or
any Lender may elect to give shall entitle any Borrower or Guarantor to any
other or further notice or demand in the same, similar or other
circumstances.  Without limiting the
generality of the foregoing, each Borrowers and Guarantor waive (a) notice
prior to Agent’s or any Lender’s taking possession or control of any of the
collateral or any bond or security which might be required by any court prior
to allowing Agent or any Lender to exercise any of Agent’s or any Lender’s
remedies, including the issuance of an immediate writ of possession and (b) the
benefit of all valuation, appraisement and exemption laws.


 


11.3  Amendments and Waivers.


 


(a)  No amendment or modification of any
provision of this Agreement or of any of the other Financing Agreements shall
be effective without the written agreement of the Majority Lenders and Borrower
and no termination or waiver of any provision of this Agreement or of any of
the 


 


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Financing Agreements, or
consent to any departure by Borrowers therefrom, shall in any event be
effective without the written concurrence of the Majority Lenders, which the
Majority Lenders shall have the right to grant or withhold at their discretion;
except  that any amendment, modification, or waiver (i) of
any provision of Section 3 hereof, which amendment, modification or waiver
increases the Commitment of any Lender, reduces the principal of, or interest
on, the Loans or the Letter of Credit Accommodations, reduces the amount of any
fee payable for the account of any Lender, or postpones or extends any date
fixed for any payment of principal of, or interest or fees on the Loans or
Letter of Credit Accommodations payable to any Lender, (ii) that increases
the aggregate amount of the Commitments of the Lenders, (iii) that
increases the advance percentages for Eligible Accounts or Eligible Inventory
provided for in Section 1.16 hereof or the amounts set forth in Section 3.1(b),
(iv) that increases the limit on Letter of Credit Accommodations set forth in
Section 3.2(d) hereof or that increases the Maximum Credit, (iv) of the
definitions of “Renewal Date”, “Majority Lenders” or “Pro Rata Shares”, (v) of
the definitions of “Eligible Accounts” or “Eligible Inventory” if the effect of
such amendment, modification or waiver is to increase the amount of the Loans
and/or Letter of Credit Accommodations available to Borrowers under the Lending
Formulas, (vi) of any provision of this Agreement or any of the Financing
Agreements that would permit security interests in or liens upon on the
Collateral (or release any Collateral) (except as set forth in Section 12.12
hereof or except as otherwise permitted herein) or release any guarantee of the
Obligations, or (vii) of the provisions contained in this Section 11.3,
shall be effective only if evidenced by a writing signed by or on behalf of (A) any
Lender affected thereby in the case of the amendments, modifications or waivers
described in clause (i) above or (B) all Lenders in the case of the
amendments to definitions or waivers described in clauses (ii) through (ix)
above.  No amendment, modification,
termination or waiver of any provision of Section 11 or any other provision
referring to Agent shall be effective without the written concurrence of Agent.  Any waiver or consent shall be effective
only in the specific instance and for the specific purpose for which it was
given.  No notice to or demand on
Borrowers in any case shall entitle Borrowers to any other or further notice or
demand in similar or other circumstances. 
Any amendment, modification, waiver or consent effected in accordance
with this Section 11.3 shall be binding on each Lender, each future
Lender, and, if signed by Borrowers, on Borrowers.


 


(b)  Notwithstanding anything to the contrary
contained in Section 11.3(a), in the event that Borrower requests that this
Agreement or any other Financing Agreements be amended or otherwise modified in
a manner which would require the unanimous consent of all of the Lenders and
such amendment or other modification is agreed to by the Majority Lenders,
then, with the consent of Borrowers and the Majority Lenders, Borrowers and the
Majority Lenders may amend this Agreement without the consent of the Lender or
Lenders which did not agree to such amendment or other modification (collectively,
the “Minority Lenders”) and Congress shall have the right, but not the
obligation, at any time thereafter, and upon the exercise by Congress of such
right, such Minority Lender shall have the obligation, to sell, assign and
transfer to Congress or such other new Lender as Congress may specify, the
Commitment of such Minority Lender and all rights and interests of such
Minority Lender pursuant thereto. 
Congress shall provide the Minority Lender with prior written notice of
its intent to exercise its right under this Section, which notice shall specify
on date on which such purchase and sale shall occur.  Such purchase and sale shall be pursuant to the terms of an
Assignment 


 


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and Acceptance (whether or not
executed by the Minority Lender), except that on the date of such purchase and
sale, Congress, or such new Lender specified by Congress, shall pay to the
Minority Lender the amount equal to: (i) the principal balance of the Loans
held by the Minority Lender outstanding as of the close of business on the
business day immediately preceding the effective date of such purchase and
sale, plus (ii) amounts accrued and unpaid in respect of interest and fees
payable to the Minority Lender to the effective date of the purchase (but in no
event shall the Minority Lender be deemed entitled to any early termination
fee), minus (iii) the amount of the closing fee received by the Minority Lender
pursuant to the terms hereof or of any of the other Financing Agreements multiplied
by the fraction, the numerator of which is the number of months remaining in
the then current term of this Agreement and the denominator of which is the
number of months in the then current term thereof; provided, that,
if the Minority Lender is Co-Agent and, on the date of such purchase and sale,
the amount of the Commitment of Co-Agent is not less than the amount of the
Commitment of Co-Agent on the date hereof, Congress, or such new Lender
specified by Congress, shall pay Co-Agent the amounts set forth in clause (i)
and (ii) above without deduction for the amount set forth in clause (iii)
above.  Such purchase and sale shall be
effective on the date of the payment of such amount to the Minority Lender and
the Commitment of the Minority Lender shall terminate on such date.


 


(c)  Agent and Lenders shall not, by any act,
delay, omission or otherwise be deemed to have expressly or impliedly waived
any of the rights, powers and/or remedies of Agent or Lenders unless such
waiver shall be in writing and signed as provided in Section 11.3(a)
above.  Any such waiver shall be
enforceable only to the extent specifically set forth therein.  Neither this Agreement nor any provision
hereof shall be amended, modified, waived or discharged orally or by course of
conduct, but only by a written agreement approved as required under this
Section 11.3.  A waiver by Agent or
Lenders of any right, power and/or remedy on any one occasion shall not be
construed as a bar to or waiver of any such right, power and/or remedy which
Agent or any Lender would otherwise have on any future occasion, whether
similar in kind or otherwise.


 


11.4  Waiver of Counterclaims.  Each Borrower and Guarantor waives all
rights to interpose any claims, deductions, setoffs or counterclaims of any
nature (other than compulsory counterclaims) in any action or proceeding with
respect to this Agreement, the Obligations, the Collateral or any matter
arising therefrom or relating hereto or thereto.


 


11.5  Indemnification.  Each Borrower and Guarantor shall indemnify
and hold Agent, Lenders and their respective officers, directors, agents,
employees and counsel, harmless from and against any and all losses, claims,
damages, liabilities, costs or expenses imposed on, incurred by or asserted
against any of them in connection with any litigation, investigation, claim or
proceeding commenced or threatened related to the negotiation, preparation,
execution, delivery, enforcement, performance or administration of this
Agreement, any other Financing Agreements, or any undertaking or proceeding
related to any of the transactions contemplated hereby or any act, omission,
event or transaction related or attendant thereto, including, without
limitation, amounts paid in settlement, court costs, and the fees and expenses
of counsel except to the extent resulting directly from the gross negligence or
wilful misconduct of Agent or Lenders as determined pursuant to a final
non-appealable order of a court of 


 


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competent jurisdiction.  To the extent that the undertaking to
indemnify, pay and hold harmless set forth in this Section may be unenforceable
because it violates any law or public policy, each Borrower or Guarantor shall
pay the maximum portion which it is permitted to pay under applicable law to
Agent and/or the affected Lender(s) in satisfaction of indemnified matters
under this Section.  To the extent
permitted by applicable law, no Borrower or Guarantor shall assert, and each
Borrower and Guarantor hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement, any of the other Financing Agreements or any
undertaking or transaction contemplated hereby.  All amounts due under this Section shall be payable upon
demand.  The foregoing indemnity shall
survive the payment of the Obligations and the termination or non-renewal of
this Agreement.


 


11.6  Assignments; Participations.


 


(a)  Each Lender may with the prior written
consent of the Agent, which consent shall not be unreasonably withheld, and
after prior notice to Borrower, assign to one or more commercial banks or other
financial institutions a portion of its rights and obligations under this
Agreement (including, without limitation, a portion of its Commitment, the
Loans owing to it and its rights and obligations as a Lender with respect to
the Letter of Credit Accommodations) and the other Financing Agreements; provided,
that, (i) each such assignment shall be in a principal amount of
not less than $10,000,000 and in multiples of $1,000,000 in excess thereof (or
the remainder of such Lender’s Commitment), (ii) the parties to each such
assignment shall execute and deliver to Agent, for its acceptance and recording
in the Register an Assignment and Acceptance, (iii) Agent’s consent shall not
be required for any such assignment by CIT and (iv) Agent shall have received
for its sole account payment of a processing fee from the assigning Lender or
the assignee in the amount of $5,000.


 


(b)  Upon such execution, delivery, acceptance
and recording, from and after the effective date specified in each Assignment
and Acceptance, (i) the assignee thereunder shall be a party hereto and to
the other Financing Agreements and, to the extent that rights and obligations
hereunder have been assigned to it pursuant to such Assignment and Acceptance,
have the rights and obligations (including, without limitation, the obligation
to participate in Letter of Credit Accommodations) of a Lender hereunder and
thereunder and (ii) the assigning Lender shall, to the extent that rights
and obligations hereunder have been assigned by it pursuant to such Assignment
and Acceptance, relinquish its rights and be released from its obligations
under this Agreement.


 


(c)  By
execution and delivering an Assignment and Acceptance, the assignor and
assignee thereunder confirm to and agree with each other and the other parties
hereto as follows:  (i) other than
as provided in such Assignment and Acceptance, the assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or any of the other Financing Agreements or the execution, legality,
enforceability, genuineness, sufficiency or value of this Agreement or any of
the other Financing Agreements furnished pursuant hereto, (ii) the
assigning Lender makes no 


 


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representation or warranty and
assumes no responsibility with respect to the financial condition of Borrower,
Guarantor or any of their Subsidiaries or the performance or observance by
Borrower or Guarantor of any of the Obligations; (iii) such assignee
confirms that it has received a copy of this Agreement and the other Financing
Agreements, together with such other documents and information it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance, (iv) such assignee will, independently and
without reliance upon the assigning Lender, the Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement and the other Financing Agreements, (v) such assignee
appoints and authorizes Agent to take such action as Agent on its behalf and to
exercise such powers under this Agreement and the other Financing Agreements as
are delegated to Agent by the terms hereof and thereof, together with such
powers as are reasonably incidental thereto, and (vi) such assignee agrees
that it will perform in accordance with their terms all of the obligations
which by the terms of this Agreement and the other Financing Agreements are
required to be performed by it as a Lender. 
Agent and Lenders may furnish any information concerning Borrower, Guarantor
or their Subsidiaries in the possession of Agent or any from time to time to
assignees and Participants.


 


(d)  Agent shall maintain at its address referred
to on the signature page hereto, a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the recordation of the names
and addresses of Lenders and the Commitment of each Lender from time to time
(the “Register”).  The entries in the
Register shall be conclusive and binding for all purposes, absent manifest
error, and Borrower, Guarantor, Agent and Lenders may treat each Person whose
name is recorded in the Register as a Lender hereunder for all purposes of this
Agreement.  The Register shall be
available for inspection by Borrower, Guarantor and any Lender at any
reasonable time and from time to time upon reasonable prior notice.


 


(e)  Upon its receipt of an Assignment and
Acceptance executed by an assigning Lender and an assignee Lender, Agent shall,
if such Assignment and Acceptance has been completed and is in substantially
the form of Exhibit A hereto, (i) accept such Assignment and Acceptance, (ii) give
prompt notice thereof to Borrower and Guarantor and (iii) record the
information contained therein in the Register. 
Within five (5) Business Days after its receipt of such notice,
Borrower, at its expense, shall execute and deliver to Agent in exchange for
the surrendered Notes, new Notes to the order of such assignee Lender in an
aggregate principal amount equal to the Commitment assumed by it pursuant to
such Assignment and Acceptance, and new Notes to the order of the assigning
Lender in an aggregate principal amount equal to the Commitment retained by it
hereunder, in each case prepared by or on behalf of the Agent.  Such new Notes shall be in an aggregate principal
amount equal to the aggregate principal amount of such surrendered Note, shall
be dated the date of Agent’s acceptance of such assignment and acceptance and
shall otherwise be in substantially the form of the Notes as in effect on the
date hereof.


 


(f)  Each Lender may, after prior notice to
Borrower, sell participations to one or more banks or other entities in or to
all or a portion of its rights and obligations under this Agreement and the 


 


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other Financing Agreements
(including, without limitation, all or a portion of its Commitments and the
Loans owing to it and its participation in the Letter of Credit
Accommodations); provided, that, (i) such Lender’s
obligations under this Agreement (including, without limitation, its Commitment
hereunder) and the other Financing Agreements shall remain unchanged, and (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, and Borrower, Guarantor, Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement and
the other Financing Agreements.  Each
Lender shall inform Agent of the persons who have purchased such participations
and upon Borrower’s request, Agent shall inform Borrower of the names of the
persons who as of the date of such request have purchased participations in the
Loans.


 


11.7  Successors and Assigns.  This Agreement, the other Financing
Agreements and any other document referred to herein or therein shall be
binding upon and inure to the benefit of and be enforceable by Agent, Lenders,
Borrowers, Guarantor and their respective successors and assigns, except that
Borrower and Guarantor may not assign its rights under this Agreement, the
other Financing Agreements and any other document referred to herein or therein
without the prior written consent of Agent. 
Agent and Lenders may, after prior notice to Doe Run, assign its rights and
delegate its obligations under this Agreement and the other Financing
Agreements and further may assign, or, after prior notice to Doe Run, sell
participations in, all or any part of the Loans, the Letter of Credit
Accommodations or any other interest herein to another financial institution or
other person, in which event, the assignee or Participant shall have, to the
extent of such assignment or participation, the same rights and benefits as it
would have if it were the Agent or a Lender hereunder, except as otherwise
provided by the terms of such assignment or participation.  Upon the request of Doe Run, Lender shall
identify any Participants to Doe Run.


 


SECTION 12. 
THE AGENT


 


12.1  Appointment.


 


(a)  Each Lender hereby irrevocably appoints and
authorizes Agent (i) to receive on behalf of each Lender any payment of
principal of or interest on the Notes outstanding hereunder and all other
amounts accrued hereunder for the account of the Lenders and paid to Agent,
and, subject to Section 3.12 of this Agreement, to distribute promptly to each Lender
its Pro Rata Share of all payments so received, (ii) to distribute to each
Lender copies of all material notices and agreements received by the Agent and
not required to be delivered to each Lender pursuant to the terms of this
Agreement, provided, that, the Agent shall not have any liability
to Lenders for the Agent’s failure to distribute any such notice or agreements
to Lenders and (iii) subject to Section 11.3 of this Agreement, to take
such action as Agent deems appro­priate on its behalf to administer the Loans,
Letter of Credit Accommodations and this Agreement and the other Financing
Agreements and to exercise such other powers delegated to Agent by the terms
hereof and the other Financing Agreements (including, without limitation, the
power to give or to refuse to give notices, waivers, consents, approvals and
instructions and the power to make or to refuse to make determinations and
calculations) together with such 


 


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powers as are reasonably
incidental thereto to carry out the purposes hereof and thereof.  As to any matters not expressly provided for
by this Agreement and the other Financing Agreements (including, without
limitation, enforcement or collection of the Notes), Agent shall not be
required to exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Majority Lenders, and such
instructions of the Majority Lenders shall be binding upon all Lenders; provided,
that, Agent shall not be required to take any action which, in the
reasonable opinion of the Agent, exposes the Agent or liability or which is
contrary to this Agreement, any of the other Financing Agreements or applicable
law.  The provisions of this Section 12
are solely for the benefit of Agent and Lenders.  Borrower and Guarantor shall not have any rights as a third party
beneficiary of any of the provisions contained in this Section 12.  Notwithstanding anything to the contrary
contained in Section 11.3 hereof, no amendments to this Section 12 shall
require the written agreement of Borrower or Guarantor.  The identification of CIT as co-Agent
hereunder shall not create any rights in favor of it in such capacity, nor
subject it to any duties or obligations in such capacity.


 


(b)  Without limiting the generality of the
foregoing, or of any other provision of this Agreement or the other Financing
Agreements that provides rights or powers to Agent, Lenders agree that Agent
shall have the right to exercise the following powers as long as this Agreement
remains in effect:  (i) maintain, in
accordance with its customary business practices, ledgers and records
reflecting the status of the Loans, the Letter of Credit Accommodations, the
Collateral, and related matters; (ii) execute and/or file any and all financing
or similar statements or notices, amendments, renewals, supplements, documents,
instruments, proofs of claim, notices and other written agreements with respect
to this Agreement and the other Financing Agreements; (iii) make Loans for
itself or on behalf of Lenders as provided herein; (iv) exclusively receive,
apply and distribute proceeds of the Collateral as provided herein; (v) open
and maintain such bank accounts and lock boxes as Agent deems necessary and
appropriate in accordance with this Agreement and the other Financing
Agreements for the foregoing purposes and with respect to the Collateral and
proceeds thereof; (vi) perform, exercise and enforce any and all other rights
and remedies of the Lenders with respect to Borrower, Guarantor, the Loans and
the Collateral, or otherwise related to any of same as provided herein and in
the other Financing Agreements; and (vii) incur and pay such costs and expenses
as Agent may deem necessary or appropriate for the performance and fulfillment
of its functions and powers pursuant to this Agreement and the other Financing
Agreements.


 


12.2  Nature
of Duties.  Agent shall have no
duties or responsibilities except those expressly set forth in this Agreement
or in the other Financing Agreements. 
The duties of Agent shall be mechanical and administrative in
nature.  Agent shall not have by reason
of this Agreement or any of the other Financing Agreements a fiduciary
relationship in respect of any Lender. 
Nothing in this Agreement or any of the other Financing Agreements,
express or implied, is intended to or shall be construed to impose upon Agent
any obligations in respect of this Agreement or any of the other Financing
Agreements except as expressly set forth herein or therein.  Each Lender shall make its own independent
investigation of the financial condition and affairs of Borrower, Guarantor and
any other Obligor in connection with the making and the continuance of the
Loans hereunder and the issuance of 


 


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the Letter of Credit
Accommodations and shall make its own appraisal of the creditworthiness of
Borrower, Guarantor and any other Obligor and the value of the Collateral, and
Agent shall have no duty or responsibility, either initially or on a continuing
basis, to provide any Lender with any credit or other information with respect
thereto, whether coming into its possession before the date hereof or at any
time or times hereafter, provided, that, upon the reasonable
request of a Lender, Agent shall provide to such Lender any documents or
reports delivered to Agent by Borrower pursuant to the terms of this Agreement
or any of the other Financing Agreements. 
If Agent seeks the consent or approval of the Majority Lenders to the
taking or refraining from taking any action hereunder, Agent shall send notice
thereof to each Lender.  Agent shall
promptly notify each Lender any time that the Majority Lenders have instructed
Agent to act or refrain from acting pursuant hereto.


 


12.3  Delegation of Duties.  Except as otherwise provided in this
section, Agent may execute any of its duties under this Agreement or any of the
other Financing Agreements by or through Agents, employees or attorneys-in-fact
and shall be entitled to advice of counsel concerning all matters pertaining to
such duties.  Agent shall not be
responsible for the negligence or misconduct of any Agent or attorney-in-fact
that it selects as long as such selection was made in compliance with this
Section and without gross negligence or willful misconduct.


 


12.4  Rights,
Exculpation, Etc.  Agent and its
directors, officers, agents or employees shall not be liable for any action
taken or omitted to be taken by it or them under or in connection with this
Agreement or any of the other Financing Agreements, except for their own gross
negligence or willful misconduct as determined by a final non-appealable order
of a court of competent jurisdiction. 
Without limiting the generality of the foregoing, Agent (a) may
treat the payee of any Note as the holder thereof until Agent receives written
notice of the assignment or transfer thereof, pursuant to Section 11.7 hereof,
signed by such payee and in form satisfactory to the Agent; (b) may
consult with legal counsel (including, without limitation, counsel to Agent or
counsel to Borrower or Guarantor), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (c) makes no warranty or representation to any
Lender and shall not be responsible to any Lender for any statements,
certificates, warranties or representations made in or in connection with this
Agreement or any of the other Financing Agreements; (d) shall not have any
duty to ascertain or to inquire as to the performance or observance of any of
the terms, covenants or conditions of this Agreement or any of the other
Financing Agreements; (e) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions of this Agreement or any of the other Financing Agreements on the
part of any Person, the existence or possible existence of any Event of
Default, or act, condition or event which with notice or passage of time or
both would constitute an Event of Default, or to inspect the Collateral or
other property (including, without limitation, the books and records) of any
Person; (f) shall not be responsible to any Lender for the due execution,
legality, validity, enforce­ability, genuineness, sufficiency or value of this
Agreement or any of the other Financing Agreements or any other instrument or
document furnished pursuant hereto or thereto; and (g) shall not be deemed to
have made any representation or warranty regarding the existence, value or
collectibility of the Collateral, the existence, priority or perfection of 


 


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the security interest in, or
mortgage or lien upon, any of the Collateral, or the Loans available to
Borrower or any certificate prepared by Borrower or Guarantor in connection
therewith, nor shall Agent be responsible or liable to the Lenders for any
failure to monitor or maintain availability of Loans hereunder or any portion
of the Collateral.  Agent shall not be
liable for any apportionment or distribution of payments made by it in good
faith pursuant to Section 9.2, and if any such apportionment or distribution is
subsequently determined to have been made in error the sole recourse of any
Lender to whom payment was due but not made, shall be to recover from other
Lenders any payment in excess of the amount which they are determined to be
entitled.  Agent may at any time request
instructions from the Lenders with respect to any actions or approvals which by
the terms of this Agreement or of any of the other Financing Agreements Agent
is permitted or required to take or to grant, and if such instructions are
promptly requested, Agent shall be absolutely entitled to refrain from taking
any action or to withhold any approval hereunder or under any of the other
Financing Agreements until it shall have received such instructions from the
Majority Lenders.  Without limiting the
foregoing, no Lender shall have any right of action whatsoever against Agent as
a result of Agent acting or refraining from acting under this Agreement or any
of the other Financing Agreements in accordance with the instructions of the
Majority Lenders.


 


12.5  Reliance.
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any writing, resolution, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to Borrower or counsel to any Lender),
independent accountants and other experts selected by Agent.  Agent shall be full justified in failing or
refusing to take any action under this Agreement or any of the other Financing
Agreements unless it shall first receive such advice or concurrence of the
Lenders as it deems appropriate and until such instructions are received, Agent
shall act, or refrain from acting, as it deems advisable so long as it is not
grossly negligent or guilty of wilful misconduct.  If Agent so requests, it shall first be indemnified to its
reasonable satisfaction by Lenders against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action.  Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Agreement
or any of the other Financing Agreements in accordance with a request or
consent of the Lenders and such request and any action taken or failure to act
pursuant thereto shall be binding upon all of the Lenders.


 


12.6  Notice of Event of Default.  Agent shall not be deemed to have knowledge
or notice of the occurrence of any Event of Default, except with respect to
defaults in the payment of principal, interest, fees, and expenses required to
be paid to Agent for the account of the Lenders and with respect to Events of
Default of which Agent has actual knowledge, unless Agent shall have received
written notice from a Lender or Borrower referring to this Agreement,
describing such Event of Default, and stating that such notice is a “notice of
default.”  Agent promptly will notify
the Lenders of its receipt of any such notice or of any Event of Default of
which Agent has, or is deemed to have, actual knowledge.  If any Lender obtains actual knowledge of any
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shall notify the other Lenders
and Agent of such Event of Default. 
Each Lender shall be solely responsible for giving any notices to its
Participants, if any.


 


12.7  Credit
Decision.  Each Lender
acknowledges that the Agent has not made any representation or warranty to it,
and that no act by Agent hereinafter taken, including any review of the affairs
of Borrower and their Subsidiaries or Affiliates, shall be deemed to constitute
any representation or warranty by Agent to any Lender.  Each Lender represents to Agent that it has,
independently and without reliance upon Agent and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, property, financing and
other condition and creditworthiness of Borrowers and any other Person (other
than any Lender) party to any of the other Financing Agreements, and all applicable
bank regulatory laws relating to the transactions contemplated hereby, and made
its own decision to enter into this Agreement and to extend credit to
Borrowers.  Each Lender also represents
that it will, independently and without reliance upon Agent and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking
action under this Agreement and any of the other Financing Agreements, and to
make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financing and other condition and
creditworthiness of Borrowers and any other Person (other than any Lender)
party to this Agreement or any of the other Financing Agreements.  Except for notices, reports and other
documents expressly herein required to be furnished to the Lenders by Agent,
Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of Borrowers and
any other Person party to this Agreement or any of the other Financing
Agreements that may come into the possession of Agent.


 


12.8  Indemnification.  To the extent that Agent is not reimbursed
and indemnified by Borrowers, the Lenders will reimburse and indemnify the
Agent for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses, advances or
disbursements of any kind or nature whatsoever which may be imposed on,
incurred by, or asserted against Agent in any way relating to or arising out of
this Agreement or any of the other Financing Agreements or any action taken or omitted
by Agent under this Agreement or any of the other Financing Agreements, in
proportion to each Lender’s Pro Rata Share, provided, that, no
Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses,
advances or disbursements for which there has been a final non-appealable order
of a court of competent jurisdiction that such resulted from Agent’s gross
negligence or willful misconduct.  The
obligations of the Lenders under this Section 12.8 shall survive the payment in
full of the Obligations and the termination or non-renewal of this Agreement.


 


12.9  Congress in its Individual Capacity.  With respect to its Pro Rata Share of the
Commitments hereunder, the Loans made by it and the Notes issued to or held by
it, Congress shall have and may exercise the same rights and powers hereunder
and is subject to the same obligations and liabilities as and to the extent set
forth herein as any other Lender or holder of a Note.  The terms 


 


143

















 


“Lenders” or “Majority Lenders”
or any similar terms shall, unless the context clearly otherwise indicates,
include Congress in its individual capacity as a Lender or one of the Majority
Lenders.  Congress and its Affiliates
may accept deposits from, lend money to, and generally engage in any kind of
banking, trust or other business with Guarantor, any Borrower or any of its or
their Subsidiaries or Affiliates as if it were not acting as Agent pursuant
hereto without any duty to account to Lenders.


 


12.10  Successor
Agent.


 


(a)  Agent may resign from the performance of all
its functions and duties hereunder and under the other Financing Agreements at
any time by giving at least thirty (30) Business Days’ prior written notice to
Borrower and each Lender.  Such
resignation shall take effect upon the acceptance by a successor Agent of
appointment pursuant to Sections 12.10(b) and 12.10(c) below or as otherwise
provided below.


 


(b)  Upon any such notice of resignation, the
Majority Lenders shall appoint a successor Agent.  If the successor Agent is not selected from one of the Lenders,
the successor Agent must be reasonably satisfactory to Borrower.  Upon the acceptance of any appointment as
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations under this Agreement and the other Financing
Agreements.  After any Agent’s
resignation hereunder as the Agent, the provisions of this Section 12 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement and the other Financing Agreements.


 


(c)  If a successor Agent shall not have been so
appointed within such thirty (30) Business Day period, the retiring Agent, with
the consent of Borrower, shall then appoint a successor Agent who shall serve
as Agent until such time, if any, as the Majority Lenders, with the consent of
the Borrower, appoint a successor Agent as provided above.


 


12.11  Withholding
Tax.


 


(a)  If any Lender is a “foreign corporation,
partnership or trust” within the meaning of the Code and such Lender claims
exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or
1442 of the Code, such Lender agrees with and in favor of Agent and Borrower,
to deliver to Agent and Borrower:


 


(i)  if such Lender claims an exemption from, or
a reduction of, withholding tax under a United States tax treaty, properly
completed IRS Forms 1001 and W-8 before the payment of any interest in the
first calendar year and before the payment of any interest in each third
succeeding calendar year during which interest may be paid under this
Agreement;


 


144

















 


(ii)  if such Lender claims that interest paid
under this Agreement is exempt from United States withholding tax because it is
effectively connected with a United States trade or business of such Lender,
two properly completed and executed copies of IRS Form 4224 before the payment
of any interest is due in the first taxable year of such Lender and in each
succeeding taxable year of such Lender during which interest may be paid under
this Agreement, and IRS Form W-9; and


 


(iii) such
other form or forms as may be required under the Code or other laws of the
United States as a condition to exemption from, or reduction of, United States
withholding tax.


 


Such Lender agrees to promptly
notify Agent and Borrower of any change in circumstances which would modify or
render invalid any claimed exemption or reduction.


 


(b)  If any Lender claims exemption from, or
reduction of, withholding tax under a United States tax treaty by providing IRS
Form 1001 and such Lender sells, assigns, grants a participation in, or
otherwise transfers all or part of the Obligations of Borrower to such Lender,
such Lender agrees to notify Agent of the percentage amount in which it is no longer
the beneficial owner of Obligations of Borrower to such Lender.  To the extent  of such percentage amount, Agent will treat such Lender’s IRS
Form 1001 as no longer valid.


 


(c)  If any Lender claiming exemption from United
States withholding tax by filing IRS Form 4224 with Agent sells, assigns,
grants a participation in, or otherwise transfers all or part of the
Obligations of Borrower to such Lender, such Lender agrees to undertake sole
responsibility for complying with the withholding tax requirements imposed by
Section 1441 and 1442 of the Code.


 


(d)  If any Lender is entitled to a reduction in
the applicable withholding tax, Agent may withhold from any interest payment to
such Lender an amount equivalent to the applicable withholding tax after taking
into account such reduction.  If the
forms or other documentation required by subsection (a) of this Section are not
delivered to Agent, then Agent may withhold from any interest payment to such
Lender not providing such forms or other documentation an amount equivalent to
the applicable withholding tax.


 


(e)  If the Internal Revenue Service or any other
Governmental Authority of the United States of America or other jurisdiction
asserts a claim that Agent did not properly withhold tax from amounts paid to
or for the account of any Lender (because the appropriate form was not
delivered, was not properly executed, or because such Lender failed to notify
Agent of a change in circumstances which rendered the exemption from, or
reduction of, withholding tax ineffective, or for any other reason) such Lender
shall indemnify Agent fully for all amounts paid, directly or indirectly, by
Agent as tax or otherwise, including penalties and interest, and including any
taxes imposed by any jurisdiction on the amounts payable to Agent under this
Section, together with all costs and expenses (including attorneys’ fees and
expenses).  The obligations of the
Lenders under this subsection shall survive the payment of all Obligations and
the resignation or replacement of Agent. Any reference to IRS Forms in 


 


145

















 


this Section shall be deemed to
include any successor IRS Forms approved by the Internal Revenue Service.


 


12.12  Collateral Matters.


 


(a)  Agent may from time to time, at any time on
or after an Event of Default and for so long as the same is continuing, make
such disbursements and advances (“Agent Advances”) which Agent, in its sole
discretion, deems necessary or desirable either (i) to preserve or protect the
Collateral or any portion thereof, (ii) to enhance the likelihood or maximize
the amount of repayment by Borrower of the Loans and other Obligations or (iii)
to pay any other amount chargeable to Borrower pursuant to the terms of this
Agreement, including, without limitation, costs, fees and expenses as described
in Section 10.2 and payments to any issuer of Letter of Credit Accommodations, provided,
that, in no event shall the sum of the amount of the Agent Advances made
for the purposes set forth in Section 12.12(a)(ii) at any time outstanding plus
the amount of the then outstanding additional Loans and Letter of Credit
Accommodations provided for in Section 12.14 below, exceed
$2,000,000.  Agent Advances shall be repayable
on demand and be secured by the Collateral. 
Agent Advances shall not constitute Loans but shall otherwise constitute
Obligations hereunder.  Agent shall
notify each Lender and Borrower in writing of each such Agent Advance, which
notice shall include a description of the purpose of such Agent Advance.  Without limitation of its obligations
pursuant to Section 12.5, each Lender agrees that it shall make available to
Agent, upon Agent’s demand, in immediately available funds, the amount equal to
such Lender’s Pro Rata Share of each such Agent Advance.  If such funds are not made available to
Agent by such Lender, Agent shall be entitled to recover such funds, on demand
from such Lender together with interest thereon, for each day from the date
such payment was due until the date such amount is paid to Agent, at the
Interest Rate.


 


(b)  Lenders hereby irrevocably authorize Agent,
at its option and in its discretion to release any security interest in,
mortgage or lien upon, any of the Collateral (i) upon termination of the
Commitments and payment and satisfaction of all of the Obligations and delivery
of cash collateral as provided in Section 10.1 above; or (ii) constituting
property being sold or disposed of if Borrower certifies to Agent that the sale
or disposition is made in compliance with Section 7.13 hereof (and Agent may
rely conclusively on any such certificate, without further inquiry); or (iii)
constituting property in which Borrower owned no interest at the time the
security interest, mortgage or lien was granted or at any time thereafter; or (iv)
if approved, authorized or ratified in writing by the Majority Lenders.  Except as provided above, Agent will not
release any security interest in, mortgage or lien upon, any of the Collateral
without the prior written authorization of the Majority Lenders; provided,
that, Agent may not release such security interests in, mortgage or lien
upon, any of the Collateral having a value in excess of $1,000,000 (other than
as permitted under Section 7.11(b)(iii) hereof), without the prior written
authorization of all of the Lenders. 
Upon request by Agent at any time, the Lenders will confirm in writing
Agent’s authority to release particularly types or items of Collateral pursuant
to this Section 12.12.


 


146

















 


(c)  Without any manner limiting Agent’s
authority to act without any specific or further authorization or consent by
the Majority Lenders, each Lender agrees to confirm in writing, upon request by
Agent, the authority to release Collateral conferred upon Agent under this
Section 12.12.  So long as no Event of
Default is then continuing, upon receipt by Agent of confirmation from the
Majority Lenders of its authority to release any particular item or types of
Collateral, and upon at least five (5) Business Day’s prior written request by
Borrower, Agent shall (and is hereby irrevocably authorized by Lenders to)
execute such documents as may be necessary to evidence the release of the
security interest, mortgage or liens granted to Agent for the benefit of the
Lenders upon such Collateral; provided, that, (i) Agent
shall not be required to execute any such document on terms which, in Agent’s
opinion, would expose Agent to liability or create any obligations or entail
any consequence other than the release of such security interest, mortgage or
liens without recourse or warranty and (ii) such release shall not in any
manner discharge, affect or impair the Obligations or any security interest,
mortgage or lien upon (or obligations of Borrower in respect of) the Collateral
retained by Borrower.


 


(d)  Agent shall have no obligation whatsoever to
any Lender to assure that the Collateral exists or is owned by Borrower,
Guarantor or any Obligor (as the case may be) or is cared for, protected or
insured or has been encumbered or that the security interest, mortgage or lien
granted to Agent pursuant to any of the Financing Agreements has been properly
or sufficiently or lawfully created, perfected, protected or enforced or is
entitled to any particular priority, or to exercise at all or in particular
manner or under any duty of care, disclosure or fidelity, or to continue
exercising, any of the rights, authorities and powers granted or available to
Agent in this Section 12 or in any of the other Financing Agreements, it being
understood and agreed that in respect of the Collateral, or any act, omission
or event related thereto, Agent may act in any manner it may deem appropriate,
in its sole discretion, given Agent’s own interest in the Collateral as one of
the Lenders and that Agent shall have no duty or liability whatsoever to any
other Lender.


 


12.13  Agency for Perfection.  Agent and each Lender hereby appoints each
other Lender as Agent for the purpose of perfecting the security interests in
and liens upon the Collateral of Agent for itself and the ratable benefit of
Lenders in assets which, in accordance with Article 9 of the UCC can be
perfected only by possession.  Should
any Lender obtain possession of any such Collateral, such Lender shall notify
Agent thereof, and, promptly upon Agent’s request therefor shall deliver such
Collateral to Agent or in accordance with Agent’s instructions.


 


12.14  Additional
Loans.  Agent shall not make any
Loans or provide any Letter of Credit Accommodations on behalf of Lenders intentionally
and with actual knowledge that such Loans or Letter of Credit Accommodations
would cause (a) the aggregate amount of the total outstanding Borrowing
Base Loans and Borrowing Base LC Accommodations to exceed the Borrowing Base
Loan Limit of such Borrower or (b) the aggregate amount of the total
outstanding Loans or Letter of Credit Accommodations to exceed the Maximum
Credit, in each case, without the prior consent of all of the Lenders, except,
that, (i) Lenders shall make the Supplemental Loans and Supplemental LC
Accommodations to Borrowers in accordance with Section 3.3 hereof and (ii)
Agent may make Borrowing Base Loans in connection with any Borrowing Base LC
Accommodations in such 


 


147

















 


circumstances and Agent may
make such additional Borrowing Base Loans or provide such additional Borrowing
Base LC Accommodations on behalf of Lenders intentionally and with actual
knowledge that such Borrowing Base Loans or Borrowing Base LC Accommodations will
cause the total outstanding Borrowing Base Loans and Borrowing Base LC
Accommodations to exceed the Borrowing Base Loan Limit of such Borrower as
Agent may deem necessary or advisable in its discretion (“Additional Loans”), provided,
that: (A) the total principal amount of the additional Borrowing
Base Loans or additional Borrowing Base LC Accommodations which Agent may make
after obtaining such actual knowledge that the aggregate principal amount of
the Borrowing Base Loans equals or exceeds the Borrowing Bases of Borrowers
shall not exceed ten (10%) percent of the Borrowing Bases of Borrowers at the
time, but in no event shall such additional Borrowing Base Loans or additional
Borrowing Base LC Accommodations plus the amount of Agent Advances made for the
purposes set forth in Section 12.12(a)(ii) at any time outstanding exceed
$2,000,000 in the aggregate outstanding at any time, and (B) without the
consent of Majority Lenders, Agent shall not make any such additional Borrowing
Base Loans or Borrowing Base LC Accommodations more than six (6) Business Days
from the date of the first such additional Borrowing Base Loans or Borrowing
Base LC Accommodations each time Agent shall make or provide the same, provided,
that, at any time within any such six (6) Business Day period commencing
on the date of the first such additional Borrowing Base Loans or Borrowing Base
LC Accommodations, the Borrowing Base Loans or Borrowing Base LC Accommodations
do not exceed the Borrowing Base Loan Limit of such Borrower then such six (6)
Business Day period shall cease and recommence upon the next time that Agent
may make such additional Borrowing Base Loans or provide such additional
Borrowing Base LC Accommodations.  Each
Lender shall be obligated to pay Agent the amount of its Pro Rata Share of any
such additional Borrowing Base Loans or Borrowing Base LC Accommodations
provided that Agent is acting in accordance with the terms of this Section
12.14.


 


12.15  Concerning the Collateral and the
Related Financing Agreements. 
Each Lender authorizes and directs Agent to enter into this Agreement
and the other Financing Agreements relating to the Collateral, for the ratable
benefit of Lenders and Agent.  Each
Lender agrees that any action taken by Agent or Majority Lenders in accordance
with the terms of this Agreement or the other Financing Agreements relating to
the Collateral, and the exercise by the Agent or Majority Lenders of their
respective powers set forth therein or herein, together with such other powers
that are reasonably incidental thereto, shall be binding upon all of the
Lenders.


 


12.16  Field Audit and Examination Reports;
Disclaimer by Lenders.  By
signing this Agreement, each Lender:


 


(a)           is deemed to have requested that
Agent furnish Lender, promptly after it becomes available, a copy of each field
audit or examination report (each a “Report” and collectively, “Reports”)
prepared by Agent;


 


148

















 


(b)           expressly agrees and acknowledges
that Agent (i) does not make any representation or warranty as to the accuracy
of any Report, or (ii) shall not be liable for any information contained in any
Report;


 


(c)           expressly agrees and acknowledges
that the Reports are not comprehensive audits or examinations, that Agent or
other party performing any audit or examination will inspect only specific
information regarding Borrower and will rely significantly upon Borrower’s
books and records, as well as on representations of Borrower’s personnel; and


 


(d)           agrees to keep all Reports confidential
and strictly for its internal use in accordance with the terms of Section 10.7
hereof, and not to distribute or use any Report in any other manner.


 


12.17  Failure
to Act.  Except for action
expressly required of Agent hereunder and under the other Financing Agreements,
Agent shall in all cases be fully justified in failing or refusing to act
hereunder and thereunder unless it shall receive further assurances to its
satisfaction from Lenders of their indemnification obligations under
Section 12.5 hereof against any and all liability and expense that may be
incurred by it by reason of taking or continuing to take any such action.


 


149

















 


 


IN WITNESS
WHEREOF, Agent, Lenders, Borrowers and Guarantor have caused these presents to
be duly executed as of the day and year first above written.


 


	
  AGENT

  	
   

  	
  BORROWERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CONGRESS FINANCIAL CORPORATION,

  as Agent

  	
   

  	
  THE DOE RUN RESOURCES CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Herbert Korn

  	
   

  	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Chief Executive Office:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1133 Avenue of the Americas

  	
   

  	
  1801 Park 270 Drive, Suite 300

  
	
  New York, New York 10036

  	
   

  	
  St. Louis, Missouri  63146

  
	
  Attention:  Mr. Andrew W.
  Robin

  	
   

  	
  Attention:  Chief Financial
  Officer

  
	
  Telephone:(212) 840-2000

  	
   

  	
  Telephone:  (314) 453-7100

  
	
  Telecopier:  (212) 545-4283

  	
   

  	
  Telecopier: (314) 453-7178

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  THE BUICK RESOURCE RECYCLING FACILITY LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Chief Executive Office:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  1801 Park 270 Drive, Suite 300

  
	
   

  	
   

  	
   

  	
  St. Louis, Missouri  63146

  
	
   

  	
   

  	
   

  	
  Attention:  Chief Financial
  Officer

  
	
   

  	
   

  	
   

  	
  Telephone:  (314) 453-7100

  
	
   

  	
   

  	
   

  	
  Telecopier: (314) 453-7178

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [SIGNATURES CONTINUED ON NEXT PAGE]

  



 


150

















 


	
  [SIGNATURES CONTINUED FROM PREVIOUS PAGE]

  
	
   

  
	
   

  	
   

  	
  FABRICATED
  PRODUCTS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Marvin
  Kaiser

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Chief
  Executive Office:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1801 Park
  270 Drive, Suite 300

  
	
   

  	
   

  	
  St. Louis,
  Missouri  63146

  
	
   

  	
   

  	
  Attention:  Chief Financial Officer

  
	
   

  	
   

  	
  Telephone:  (314) 453-7100

  
	
   

  	
   

  	
  Telecopier:
  (314) 453-7178

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GUARANTOR

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DR LAND
  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Marvin
  Kaiser

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Chief
  Executive Office:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1801 Park
  270 Drive, Suite 300

  
	
   

  	
   

  	
  St. Louis,
  Missouri  63146

  
	
   

  	
   

  	
  Attention:  Chief Financial Officer

  
	
   

  	
   

  	
  Telephone:  (314) 453-7100

  
	
   

  	
   

  	
  Telecopier:
  (314) 453-7178

  
	
   

  	
   

  	
   

  	
   

  	
   

  
						



 


151

















 


	
  LENDERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CONGRESS FINANCIAL CORPORATION

  	
  THE CIT GROUP/BUSINESS CREDIT, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Herbert Korn

  	
   

  	
   

  	
  By:

  	
  /s/ Louis McKinley

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
  Address:

  
	
   

  	
   

  	
   

  	
   

  
	
  1133 Avenue of the Americas

  	
  1211 Avenue of the Americas

  
	
  New York, New York 10036

  	
  New York,
  New York 10036

  
	
   

  	
   

  	
   

  	
   

  
	
  Commitment:

  	
  Commitment:

  
	
   

  	
   

  	
   

  	
   

  
	
  $37,500,000

  	
  $37,500,000

  
	
   

  	
   

  	
   

  	
   

  
	
  Commitment Percentage:

  	
  Commitment Percentage:

  
	
   

  	
   

  	
   

  	
   

  
	
  50%

  	
  50%

  
								



 


152