Exhibit
4.5.6


 


PARTICIPATIONS
PLEDGE AGREEMENT


 


MISTER
NOTARY:


 


Please enter in your registry of public deeds a deed attesting the
constitution of a Participations Pledge (the “Agreement”) entered into by and
among, on the one side, Doe Run Cayman Ltd. (the “Partner”), as
pledgor, a corporation incorporated and existing under the laws of the Cayman
Islands, with domicile at its registered office at the offices of M&C
Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street,
George Town, Grand Cayman, Cayman Islands, duly represented by Mr. Kenneth
Ernest Hecker, Non Immigrant Identity Card Number N-100471 with domicile at Av.
Víctor Andrés Belaúnde No 147, Vía Principal No 155,
Edificio Real Tres, piso 9, San Isidro (hereinafter “Attorneys in Fact”), under
powers of attorney dated [       ]; in favor
of (i) State
Street Bank and Trust Company (the “Trustee”), as pledgee, a
Massachusetts trust company, in its capacity as trustee and collateral agent
under the Indenture, as defined in Section 2.2 of this Agreement, with
domicile at Two Avenue de Lafayette, 6th Floor, Boston,
Massachusetts, U.S.A., duly represented, for the purposes of this Agreement, by
Marco Alarcon Piana, identified with Voting Card No. 09536892, under powers of
attorney dated August 14, 2002, which powers of attorney shall be attached
to this public deed; and, (ii) Regiment Capital Advisors, L.L.C. (the
“Agent”), as pledgee, a Delaware limited liability company, in its capacity as
Agent under the Senior Credit Agreement, as defined in Section 2.2 of this
Agreement, with domicile at 70 Federal Street, Boston, MA 02110, United States
of America duly represented, for the purposes of this Agreement, by Marco
Alarcon Piana, identified with Voting Card No. 09536982, under powers of
attorney dated October 24, 2002, which powers of attorney shall be
attached to this public deed; and with the participation of Doe Run Perú
S.R.L., with Tax Payers Registry No. 20376303811, a limited
liability company established and existing under the laws of the Republic of
Perú (“Doe Run Perú”), registered in File No. 11015369 of the Registry of Legal
Entities of the Registry Office of Lima and Callao, with domicile at Av. Víctor
Andres García Belaunde 147, Vía Principal 155, Centro Empresarial Real – Torre
Real 3, Floor 9, San Isidro, duly represented by Kenneth Richard Buckley,
identified with Foreigner Identification Card No. 97767, under power of
attorney registered in File No. 11015369 of the Registry of Legal Entities of
the Registry Office of Lima and Callao. 
This Agreement is entered under the terms and conditions that are set
forth in the following clauses:


 


FIRST.-  DEFINITIONS AND INTERPRETATION


 


1.1                                 Except
as otherwise expressly provided herein, capitalized terms used in this
Agreement shall have the meaning ascribed to such terms in the Senior Credit
Agreement and the Indenture, each referred to in Section 2.2.


 


1.2                                 The
following terms shall have the following respective meanings:


 


“Agreement” has the meaning set forth in the preamble
to this Agreement.


 


“Trustee” means State Street Bank and Trust Company,
and its successors and assigns, acting as trustee and collateral agent pursuant
to the Indenture and Security Agreement.


 

















 


“Agent” means Regiment Capital Advisors, LLC., and its
successors and assigns, acting in such capacity pursuant to the Senior Credit
Agreement and the Guarantee and Security Agreement.


 


“Applicable Law” has the meaning set forth in Clause
Sixteen.


 


“BCP Working Capital Facility” means the Foreign
Currency Credit Line Agreement, the Global and Floating Pledge and the Accounts
Receivable Assignment of Rights Agreement, all executed by and between Banco de
Crédito del Perú and Doe Run Perú and dated September 17, 2002.


 


“Credit Agreement Lenders” means the lenders under the
Senior Credit Agreement.


 


“Civil Code” has the meaning set forth in
Section 3.1.


 


“Collateral” has the meaning set forth in
Section 2.1 and Clause Four.


 


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


 


“Event of Default” has the meaning set forth in Clause
Eleven.


 


“Indenture” has the meaning set forth in
Section 2.2.


 


“General Company Law” has the meaning set forth in
Section 3.1.


 


“Governmental Authorities” has the meaning set forth
in Clause Sixteen.


 


“Loan Documents” has the meaning set forth in
Section 2.3.


 


“Noteholders” means the holders from time to time of
the 11-3/4% Notes issued under the Indenture.


 


“Pledge” has the meaning set forth in
Section 3.1.


 


“Pledgees” means the Agent and the Trustee.


 


“Secured Capital Amount” has the meaning set forth in
Section 3.2.


 


“Secured Obligations” has the meaning set forth in
Section 3.1.


 


“Senior Credit Agreement” has the meaning set forth in
Section 2.2.


 


1.3                                 Except
as otherwise expressly provided herein or the context otherwise requires, this
Agreement shall be interpreted in accordance with the following rules:


 


1.3.1        The singular shall include the plural and vice
versa;


 


1.3.2        Reference to one gender shall include the other
gender;


 


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1.3.3                        Reference to any contract
(including this Agreement), document or instrument shall be understood as made
to such contract, document or instrument, as it may be amended, restated,
supplemented or replaced from time to time in accordance with the terms
contained therein;


 


1.3.4                        Unless the context otherwise
requires, reference to any Article, Section or Clause shall mean such Article,
Section or Clause of this Agreement;


 


1.3.5                        In the event of conflict
between the provisions of this Agreement and the provisions of the Guarantee
and Security Agreement or the Security Agreement, the Guarantee and Security
Agreement or the Security Agreement, as the case may be, shall govern and
control;


 


1.3.6                        “Including” (and, consequently,
“includes”) shall mean to include, but is not limited to, the general
description preceding the use of such term;


 


1.3.7                        Any reference to “Days” in this
Agreement shall be deemed to be made to any days other than Saturdays, Sundays,
or non-working holidays in the Department of Lima, as established under the
Applicable Law or declared by the competent Governmental Authority; and


 


1.3.8                        Any reference to “Party” or
“Parties” in this Agreement shall be deemed made to a party or the parties to
this Agreement, as the case may be and their successors and assigns, including
any other Person which may become a party to this Agreement in accordance with
the terms of the Senior Credit Agreement or the Indenture, as the case may be.


 


SECOND.-  BACKGROUND


 


2.1                                 The
Partner is the holder of 10,342,854,431 participations of Doe Run Perú, which
represent the sixty five per cent (65%) of the quotas of Doe Run Perú, each
participation with a face value of US $ 0.01, fully subscribed and paid
(together with the rights, title and interests described in Clause Four hereto,
the “Collateral”).


 


2.2                                 On
October [  ], 2002 the Partner, together with Doe Run and certain of
its subsidiaries and DR Acquisition Corp., executed a Guarantee and Security
Agreement (the “Guarantee and Security Agreement”) with the Agent pursuant to
which the Partner guaranteed the obligations of Doe Run and each of the other
obligors under the Credit Agreement (the “Senior Credit Agreement”) executed on
October   , 2002, between Doe Run, the Agent and the Lenders that were
party thereto.  On October   ,
2002, Doe Run issued $ 175,832,200.00 principal amount of 11-3/4% Notes due
2008 pursuant to the Indenture entered into between Doe Run, certain of its
subsidiaries (including the Partner) as guarantors, and the Trustee.  In connection with their obligations under
the Indenture, Doe Run and certain of its subsidiaries (including the Partner)
on October   , 2002 entered into a Security Agreement (the “Security
Agreement”) with the Trustee.


 


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2.3                                 According
to the Guarantee and Security Agreement and the Security Agreement, the Partner
has agreed to create a Pledge over the Collateral as a guarantee to each every
one of the obligations assumed by the Partner as Guarantor of the obligations
of Doe Run in accordance with the Guarantee and Security Agreement, the Senior
Credit Agreement, the Indenture, and the Security Agreement (collectively, the
“Loan Documents”).


 


2.4                                 The
Partner is executing this Agreement with the purpose of creating a pledge over
the Collateral in favor of the Agent for the benefit of each of the Credit
Agreement Lenders under the Senior Credit Agreement and in favor of the
Trustee, for the benefit of each of the Noteholders under the Indenture.  This pledge over the Collateral is created
by the Partner to secure the complete and timely payment of each and every one
of the obligations assumed by the Partner as Guarantor of Doe Run in the Loan
Documents.


 


THIRD.-  PURPOSE


 


3.1                                 The
Partner hereby grants a first and preferential pledge over the Collateral,
pursuant to articles 1055 et seq. of the Peruvian Civil Code (the “Civil Code”)
and articles 109 and 292 of the Peruvian General Company Law (the “General
Company Law”), in favor of the Agent and the Trustee, (the “Pledge”), to secure
the complete and timely payment and the due performance of all and every one of
the obligations assumed or to be assumed by the Partner as guarantor of the
obligations of Doe Run pursuant to the Loan Documents and of all and each of
the obligations assumed by the Partner in accordance with the terms of this
Agreement, including without being limited to the payment of capital,
interests, commissions and expenses (including lawyers’ fees), the pledge
execution expenses and any other expenses derived from the entering into and
execution of this Agreement, as well as, any other obligation that could be
assumed pursuant to this Agreement (collectively, the “Secured Obligations”).


 


3.2                                 The
Parties declare that the amount of the first and preferential Pledge
constituted hereby in favor of the Agent and the Trustee is US$300,000,000.00
(the “Secured Capital Amount”).


 


The Parties agree that the Secured Capital Amount
defined above covers, at all times during the term of this Agreement, the total
amount owed pursuant to the Secured Obligations, including without limitation
expenses, interests and judicial expenses, to the date in which the
determination of the amount owed is made.


 


In any event, the amount of this first and
preferential pledge will be equivalent to the Secured Capital Amount, as
defined above, or to the total amount of any of the outstanding obligations
referred in the Credit Agreement, the Indenture and the Guarantee and Security
Agreement, whichever is lower.


 


In this sense, (a) it shall not be interpreted,
understood, construed or deemed that the Secured Capital Amount is the total
amount secured by this Pledge for the purposes of the sale of the Collateral;
(b) the Secured Capital Amount shall not limit in any manner the exercise by
the Agent and/or the Trustee of its rights and/or remedies pursuant to the
terms and conditions of the Loan Documents to recuperate the entire amount that
in any


 


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moment is owed to them; and (c) the full ascertainable
amount of the Secured Obligations outstanding at any time while this Agreement
is in effect may exceed the Secured Capital Amount.


 


If after the foreclosure of this Pledge, there is any
outstanding amount to be covered, the Agent and the Trustee shall not seek to
cover any deficiency with the foreclosure of the assets of Doe Run Perú, so
long as the BCP Working Capital Facility and the Sale and Lease Back signed
with Credileasing S.A. or any of their extensions or renewals thereof, are
still in force.


 


3.3                                 The
parties declare that the duration of this Pledge shall extend to the date of
the total compliance of all and every one of the Secured Obligations.


 


3.4                                 The
Partner hereby expressly waives its right to a reduction in the amount of this
Pledge provided under articles 1083 and 1116 of the Civil Code.


 


3.5                                 This
Pledge extends to all accessory goods of the Collateral and shall include the
amount of any insurance compensation and expropriation compensation, as the
case may be, that may be received by the Partner.


 


FOURTH.-  EXTENT OF THE PLEDGE


 


It is expressly agreed hereby that the Pledge over the Collateral
referred to in the preceding Clause covers the following:


 


4.1                                 Any
participation, title and interest which the Partner may at any time hereafter
acquire in and to the Collateral, including all warrants or any subscription or
other purchase rights with respect to only to such Collateral or any other
interest which, by reason of notice or lapse of time or the occurrence of other
events, may be converted into or constitute a direct equity interest or a
direct participation in the capital of Doe Run Perú being pledged hereunder, up
to the equivalent of 65% of the total participations of the capital of Doe Run
Perú.  Consequently, upon the issuance
of any such right, title or interest, such right, title or interest shall be
considered automatically pledged in favor of the Agent and the Trustee; and the
Partner shall proceed to register a Pledge with respect to any such additional
right, title or interest, as provided in Clause Five below.


 


4.2                                 The
parties expressly acknowledge that the term “Collateral” also includes each and
every one of the participations representing the capital of Doe Run Perú, with
or without voting rights, of which the Partner may be the holder or which may
be acquired by the Partner under any title or mode, or those participations
representing the capital of Doe Run Perú of which the Partner may be
usufructuary or exercise any real or personal right, as well as, any right or
title that can be issued by Doe Run Perú in favor of the Partner, but in each
case only up to the equivalent of 65% of the total participations representing
the capital of Doe Run Perú.


 


Consequently, the Pledge is made extensive to all the
participations issued by Doe Run Perú in the name of the Partner by any reason,
in each case up to the equivalent of 65% of


 


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the total participations representing the capital of
Doe Run Perú outstanding at any time, including the following, without
limitation, new capital contributions, capitalization of debts or obligations,
conversion of obligations, exchange of participations of any nature, class or
type, and through any means, capitalization of surpluses from revaluation, reserves,
earnings, restatement of capital, among others.  However, it is expressly acknowledged and agreed that other
direct equity interests held by the Partner in Doe Run Perú above the
equivalent to 65% of the total participations of Doe Run Perú outstanding at
any time, which is pledged hereunder, or any increase thereof now or hereafter
shall not be affected by the pledge granted herein.


 


4.3                                 In
the case of the participations or rights over participations representing the
capital of Doe Run Perú referred to in section 4.2 above, the Partner is
obligated to perform all the acts that shall or could be necessary for the
immediate establishment of a first and preferred pledge thereon, in accordance
with the terms of this Agreement, in favor of the Agent and the Trustee, and it
shall notify the acquisition or ownership of such participations or rights and
the subsequent establishment of such a pledge to the Agent and the Trustee,
within a period of thirty (30) Working Days counted from the establishment of the
pledge.  The term “establishment”
includes the notification, granting and signature of the corresponding public
deed and any other acts or documents required for the granting of the pledge
and the filing before the relevant public registry of the corresponding public
deed; and it does not include the duly registration of the pledge.  The delay in the signature of the
corresponding public deed, if such delay is caused solely by acts of the Agent
and/or the Trustee, will not be considered as a default of this Agreement.


 


4.4                                 The
Partner shall proceed to create and register the Pledge, as appropriate,
registering it in the relevant public registry and/or in any other manner that
may be appropriate under Peruvian Law.


 


4.5                                 In
accordance with provisions of articles 109 and 292 of the General Company Law
and of the preceding Sections of this Clause Four, this Pledge does not cover
the voting and other rights associated with the Collateral, notwithstanding the
provisions of section 4.6 of this Agreement.


 


4.6                                 The
exercise of the rights over the Collateral shall be the responsibility of the
Partner.  However, if an Event of
Default occurs and the Agent and/or the Trustee, declares the terms of any of
the Loan Documents expired, all rights inherent to the Collateral, including
voting rights, shall be exercised directly by the Agent and/or the Trustee, in
representation of the Credit Agreement Lenders and/or the Noteholders, upon a
mere request by the Agent and/or the Trustee, without the need to show the
default in question.


 


The Partner expressly waives the right to any
compensation or claim arising out of actions of ordinary negligence by the
Agent, the Trustee, or the Credit Agreement Lenders or Noteholders, in
accordance with the provisions of this Section.


 


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All the rights, titles, participations and other
interests referred to as Collateral in this Clause Four, now existing or
acquired or created after the date hereof, shall be referred to as “Collateral”
for the purposes hereof.


 


FIFTH.-  CONSTITUTION AND PERFECTION OF THE PLEDGE


 


Pursuant to the applicable provisions of the General Company Law and
for the purposes of the creation and perfection of this Pledge, the Partner
shall register this Pledge in the relevant public registry.


 


The obligations set forth in this Clause Five extend to each and every
participation, right, title and interest referred to in the preceding Clause
Four that is pledged as Collateral.


 


SIXTH.-  INDIVISIBILITY OF THE COLLATERAL


 


This Pledge and the Collateral subject hereto (as a whole or
considering its individual parts) are indivisible and are intended to secure
the full performance of each and every Secured Obligation as provided in the
Loan Documents, and this Pledge shall remain in force until the full payment
and full performance of all Secured Obligations in accordance with the
provisions of the Loan Documents, even if this Pledge and/or the Collateral may
be divided.  The Collateral shall not be
totally or partially cancelled, discharged, removed or separated from this
Pledge, which shall remain in full force and effect at all times, until:  (i) the obligors under the applicable Loan
Documents have complied with and performed each and every one of the Secured
Obligations pursuant to the terms of such documents or (ii) the Partner has
obtained the express prior written, and with a date certain, consent of the
Agent, acting for and on behalf of the Credit Agreement Lenders and/or the
Trustee, acting for and on behalf of the Noteholders.


 


Any obligations not expressly encompassed under the term Secured
Obligations shall not be covered by this Pledge.


 


SEVENTH.-  OBLIGATIONS OF THE PARTNER


 


The Partner hereby agrees to undertake the following obligations and
responsibilities with respect to the Collateral:


 


7.1                                 Register
the Pledge with the Public Registry Office within fifty (50) calendar Days
following the date of execution of the public deed resulting from this
preliminary notarial instrument.


 


7.2                                 Carry
out and fulfill all requirements, documents or other acts necessary for the
perfection of the Pledge.


 


7.3                                 Obtain
the prior, express, written and date-specific consent from the Agent and/or the
Trustee, who act in the name and on behalf of the Credit Agreement Lenders
and/or the Noteholders, as the case may be, to establish a new pledge, lien,
guaranty or encumbrance of any type, new rights in rem or any other right over
the Collateral; transfer all or part of the Collateral, carry out acts with the
purpose of transferring all or


 


7

















 


part thereof, enter into any other agreement, contract
or act which may negatively affect the value of the Collateral or the rights of
the Agent and/or the Trustee, and/or the Credit Agreement Lenders and/or the Noteholders
with respect to the Collateral.


 


7.4                                 Act
as depositary, pursuant to the applicable provisions of Book V, Section Four,
Title I; and Book VII, Section Two, Title IX, Chapter Five, of the Civil Code;


 


7.5                                 Notify
to the Agent and the Trustee of any facts or circumstances which may
negatively, in a material way, affect the value of the Collateral, as required
by the Credit Agreement and the Guarantee and Security Agreement.


 


7.6                                 Be
responsible for any expenses and comply with all the obligations related to the
preservation of the Collateral;


 


7.7                                 Deliver
to the Agent, in the name and on behalf of the Credit Agreement Lenders, and to
the Trustee, in the name and on behalf of the Noteholders, a certified copy of
the public deed (testimonio) of this Agreement, including the notary public’s
certification of the registration of the Pledge in the relevant public
registry, and a copy of the entry of the file corresponding to Doe Run Perú,
issued by the pertinent Public Registry Office, showing the registration of the
Pledge, within five (5) Days following the expiry of the term prescribed in
Section 7.1 of this Agreement.


 


7.8                                 Renew
and maintain in effect and duly registered with the pertinent Public Registry
Office, the irrevocability of the power of attorney referred to in Clause Nine,
throughout the time during which the Pledge is in force; and,


 


7.9           Any
other obligations provided for in the Applicable Law and in this Agreement.


 


The Agent, acting in the name and on behalf of the Credit Agreement
Lenders and the Trustee, acting in the name and on behalf of the Noteholders,
and the Partner, as applicable, hereby waive any rights corresponding thereto
in accordance with Article 1073 of the Civil Code.


 


EIGHTH:  REPRESENTATIONS OF THE PARTNER


 


The Partner hereby states and warrants to the Agent and the Trustee,
that:


 


8.1                                 It
has taken all corporate action necessary to authorize the undertaking of this
Agreement and the establishment of a first and preferential pledge over the
Collateral, pursuant to the terms and conditions of this Agreement;


 


8.2                                 Subject
to the security interests created pursuant to the Loan Documents, it is the one
and only holder of the Collateral and that it fully enjoys its property and
ownership rights as the holder of the Collateral;


 


Subject to the security interests created pursuant to
the Loan Documents, the property, rights, securities and interests subject
matter of the Collateral are free from any other pledges, encumbrances,
judicial rulings, acts, contracts or any other attachments or liens which may
limit or restrict the Partner’s ability to establish the Pledge, it being


 


8

















 


understood that the Partner undertakes, in any event,
to provide warranty of title and warranty against hidden effects in the event
of any transfer; and, that subject to the BCP Working Capital Facility and the
Sale and Lease Back Agreement signed with Credileasing S.A., by virtue of which
Doe Run Cayman binds itself to refrain from encumbering, pledging, and/or in
any other way affecting in favor of third parties the percentage that results
by subtracting from the 33.33% of the participations that represent Doe Run
Perú’s capital, the percentage of participations which title is held by quota
holders that are the former or current employees of Centromin Perú S.A.,
Metaloroya S.A. or Doe Run Perú, or their successors or assigns or any other
quota holder different from Doe Run Cayman;


 


8.3                                 Subject
to the security interests created pursuant to the Loan Documents, there are no
impediments of any type, whether contractual or under Applicable Law, to
formalize and register the Pledge established hereunder as a first and
preferential pledge, other than pursuant to this Agreement.


 


NINTH:  APPOINTMENT OF ATTORNEY


 


The Partner hereby appoints, makes and constitutes the Agent and the
Trustee its attorney-in-fact, to the fullest extent permitted by law, so that
in the name and on behalf of the Partner, any of them may perform the following
acts:


 


9.1                                 In
case an Event of Default occurs and the Agent and/or the Trustee, declares the
terms of any of the Loan Documents expired, the Agent and/or the Trustee, as
the case may be, shall be entitled to transfer ownership of all or part of the
Collateral.  For that purpose, acting on
behalf of the Partner, the Agent and/or the Trustee, as the case may be, may:


 


9.1.1                        Perform any act, negotiate all
and every one of the terms and conditions, execute and sign any contract,
agreement and any private or public document related to the sale, assignment or
transfer of ownership of all or part of the Collateral, including any
preliminary notarial instruments (minutas) and public deeds, and file such
sale, assignment or transfer in the corresponding registries, as the case may
be, and collect the proceeds from the sale, assignment or transfer of such
Collateral.


 


9.1.2                        Represent the Partner before
the National Superintendency of Public Registries (Superintendencia Nacional de los
Registros Públicos), the Lima and Callao Registry Office (Oficina
Registral de Lima y Callao), as well as, before any other entity or
authority necessary for the registration and perfection of such sale,
assignment or transfer of the Collateral, its related or ancillary agreements
and related acts, with the general powers of attorney listed in article 74 of
Legislative Decree No. 768 - Code of Civil Procedures (Código Procesal Civil), and
the special powers of attorney listed in article 75 of said Code of Civil
Procedures, to present any kind of statements, petitions, claims, complaints or
other administrative appeals, and abandon the procedures and the cause of
actions.


 


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9.2                                 In
the event that the Partner, after the date of execution of this Agreement, does
not grant and/or create the additional pledges and/or fails to register those
pledges, as provided by Clause Four and in the term provided thereof, the Agent
and/or the Trustee, as the case may be, acting on behalf of the Partner, may:


 


9.2.1                        Perform any act, execute and
sign any contract, agreement and any private or public document which may be
required for the granting and/or creation and registration before the
corresponding registries of any additional pledge, including any preliminary
notarial instruments (minutas) and public deeds.


 


9.2.2                        Represent the Partner before
the National Superintendency of Public Registries (Superintendencia Nacional de los
Registros Públicos), the Lima and Callao Registry Office (Oficina
Registral de Lima y Callao), as well as, before any other entity or
authority necessary for the registration and perfection of any additional
pledge, its related or ancillary agreements and related acts, with the general
powers of attorney listed in article 74 of Legislative Decree No. 768 - Code of
Civil Procedures (Código Procesal Civil), and the special powers of attorney
listed in article 75 of said Code of Civil Procedures, to present any kind of
statements, petitions, claims, complaints or other administrative appeals, and
abandon the procedures and the cause of actions.


 


The parties expressly agree that the sole exercise of
the powers conferred to the Agent and the Trustee by any of them granted
pursuant to this Section 9.2 shall imply the conclusive presumption that
any of the situations described in the first paragraph of this Section 9.2
have occurred.


 


The Agent and the Trustee are appointed as attorneys-in-fact for the
common interest of the Partner and of the Agent, acting in the name and on
behalf of the Credit Agreement Lenders, and of the Trustee, acting in the name
and on behalf of the Noteholders, and thus, this appointment is irrevocable,
subject to the provisions of Applicable Law. 
Until the termination of each and every one of its obligations
hereunder, the Partner unconditionally undertakes to keep in force and duly
registered in the respective Public Registry Office, in favor of the Agent and
the Trustee a power of attorney with the same scope and purpose, under the same
terms and conditions contained in the power of attorney granted in accordance
with the provisions of Sections 9.1 and 9.2 of this Clause Nine.


 


The Agent and/or the Trustee, as the case may be, will have the right,
but not the obligation, to exercise the powers conferred upon it in this
Clause, being authorized, at its sole discretion, to delegate such powers to
one or more persons, serving a notice of such delegation to the Partner within
ten (10) Days from the date of the delegation. 
The Agent and/or the Trustee will only be responsible for the acts or
omissions of the person to which it delegates this power of attorney, whenever
it has acted with gross negligence in the selection of such person.


 


The exercise or non-exercise on the part of the Agent and/or the
Trustee of any of the rights mentioned in this Clause, does not imply -as it
cannot not imply- the existence of a fiduciary duty or alike with the Partner
or with the Credit Agreement Lenders and/or Noteholders, as the case may be.


 


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TENTH.-  EXERCISE OF ACTIONS


 


The Agent, acting for and on behalf of the Credit Agreement Lenders,
and/or the Trustee, acting for and on behalf of the Noteholders, as the case
may be, may demand the performance of the Secured Obligations from the Partner
by a personal action or from the third party acquirer of the Collateral by an
action in rem (foreclosure).  The
exercise of either of such actions will not exclude the exercise of the other
rights hereunder, nor will the Agent, acting for and on behalf of the Credit
Agreement Lenders, and/or the Trustee, acting for and on behalf of the
Noteholders, be precluded from foreclosing this Pledge while one or more of the
assets that make up the Collateral are in the possession of a third party.


 


ELEVENTH.-  EVENTS OF DEFAULT


 


In the event that any of the following events of default (each one, an
“Event of Default”) occurs, the Agent, acting for and on behalf of the Credit
Agreement Lenders, and/or the Trustee, acting for and on behalf of the
Noteholders, may proceed to foreclose this Pledge in the manner provided in
Clause Twelve.


 


The following are Events of Default:


 


11.1                           The
Events of Default defined as such established under the Loan Documents.


 


11.2                           A
default by the Partner of any of the Secured Obligations which is not cured
immediately upon notice of such default given to the Partner by the Agent
and/or the Trustee.


 


11.3                           If any
of the declarations or guarantees of the Partner contained in Clause Eighth of
this Agreement results to be false or inaccurate at the moment of the execution
of this Agreement and/or of its registration in the respective Public Registry
Office; and


 


11.4                           If the
Partner fails to comply with any of the obligations assumed pursuant to this
Agreement, different to those stipulated in the Loan Documents and does not
cure such default within a maximum term of ten (10) calendar days from the date
of reception of the notice from the Agent, acting in the name and on behalf of
the Credit Agreement Lenders, and/or the Trustee, acting in the name and on
behalf of the Noteholders, letting it know about the existence of such default,
or in the greater term that for this effect is awarded by the Agent, acting in
the name and on behalf of the Credit Agreement Lenders, and/or the Trustee,
acting in the name and on behalf of the Noteholders, in each case to its
discretion.


 


TWELFTH.-  FORECLOSURE OF THE COLLATERAL


 


For the purposes of this Pledge, the Banks and the Partner agree to
assign to the Collateral, a referential value of US$300,000,000.00 as of the
date hereof.


 


If an Event of Default, as set forth in Clause Eleven of this Agreement
occurs and the Agent and/or the Trustee, as the case may be, declares the terms
of any of the Loan Documents expired


 


11

















 


by reason of such Event of Default, the Agent and/or the Trustee, as
the case may be, in its sole discretion, may proceed to the following:


 


12.1                           Foreclose
all or part of this Pledge through an extra-judicial process, as provided in
article 1069 of the Civil Code.  For
this purpose, the Agent, acting for and on behalf of the Credit Agreement
Lenders, and/or the Trustee, acting for and on behalf of the Noteholders, is
empowered to proceed to sell all or part of the assets that make up the
Collateral, acting always in a reasonably commercial manner in a market where
assets such as those that make up the Collateral are normally traded.  The sale of all or part of the Collateral
shall take place in the place or places that the Agent, acting for and on behalf
of the Credit Agreement Lenders, and/or the Trustee, acting for and on behalf
of the Noteholders, as the case may be, considers most appropriate, through
either a public or private sale, giving notice to the Partner fifteen (15) Days
in advance, indicating the time and place of the corresponding sale, without
being necessary to demand the fulfillment of the Secured Obligations.  For the purposes of the extra-judicial
foreclosure described in this Section, the value assigned to the Collateral in
this Clause Twelve is only referential;


 


12.2                           Foreclose
all or part of this Pledge through a judicial process for the execution of
guarantees filed with a court of competent jurisdiction, subject to the
relevant provisions of the Code of Civil Procedures of Perú;


 


12.3                           Exercise
all the rights that the Loan Documents, this Agreement or the Applicable Law
grant to, or authorize the Credit Agreement Lenders, the Noteholders, the
Trustee, and/or the Agent, to exercise with respect to the Collateral.  In the event that the Agent and/or the
Trustee, exercises the power of attorney granted to it by the Partner in
connection with this Agreement, pursuant to Clause Nine, and sells all or part
of the assets that make up the Collateral, in the manner the Agent and/or the
Trustee deems to be most appropriate, any such sale shall be made in a
reasonable commercial manner.  In such
case, the value assigned to the Collateral in this Clause Twelve is only
referential; or


 


12.4                           Request
a new appraisal of any of the assets that make up the Collateral if it
determines in its own criteria that the valuation referred to in the preceding
Sections 12.1 and 12.3 is outdated or if there is any other reason that
justifies it.


 


The Agent and/or the Trustee, as the case may be, is expressly
authorized to sign such documents as may be necessary or convenient to enforce
the Pledge and to allow the transfer of the Collateral to be perfected, as the
case may be, including the signing of any document and communication that might
be required.  The Agent and/or the
Trustee, as the case may be, may act for those purposes through the
representatives that it may designate.


 


The Partner hereby waives its right to make any claim against the Agent
or any of the Credit Agreement Lenders, and/or the Trustee, and/or any of the
Noteholders, based on the price obtained from the sale of the Collateral or
generally, in connection with the foreclosure of this Pledge, except for claims
against such parties where any of such parties, acting with willful misconduct
or gross negligence, fails to observe the procedures stipulated in this Clause
Twelve


 


12

















 


or in the Loan Documents and such willful misconduct or gross
negligence results in damage to the Partner.


 


If after the foreclosure of this Pledge, there is any outstanding
amount to be covered, the Agent and/or the Trustee shall not seek to cover any
deficiency with the foreclosure of the assets of Doe Run Perú, so long as the
BCP Working Capital Facility and the Sale and Lease Back signed with
Credileasing S.A. or any of their extensions or renewals, are still in force.


 


THIRTEENTH.-  PROCEEDS OF THE FORECLOSURE OF THE
COLLATERAL


 


In the case of a foreclosure of the Collateral, the Agent, acting for
and on behalf of the Credit Agreement Lenders, and/or the Trustee, acting for
and on behalf of the Noteholders, is entitled to collect payment, from the
proceeds of the sale of the Collateral, with preference over the other
creditors of the Partner, except as otherwise required under the Applicable Law
in matters of insolvency and patrimonial restructuring.


 


The Agent, acting for and on behalf of the Credit Agreement Lenders,
and/or the Trustee, acting for and on behalf of the Noteholders, as the case
may be, shall apply, the proceeds of the sale of the Collateral in the following
manner:


 


13.1                           First,
to the payment of the costs and expenses of the exercise of the rights that are
conferred to it under this Agreement including, but without limiting to, the
costs and reasonable expenses of the Agent and/or the Trustee, as the case may
be, lawyers’ fees, and any other expenses of its lawyers, and any other
expenses incurred, payments and advances made by the Agent and/or the Trustee,
as the case may be, in connection with the exercise of those rights.


 


13.2                           Second,
to the total payment of the Secured Obligations, subject to any other
agreements and/or documents executed and existing between the Credit Agreement
Lenders and/or Noteholders relating to payment priority, and,


 


13.3                           Third,
to the payment or delivery to the Partner or its respective successors or
assignees, or to whom any competent court orders, of any remnant or balance
that results after making the payments referred to in Sections 13.1 and
13.2.


 


FOURTEENTH.-  INTERPRETATION


 


This Agreement shall be interpreted in accordance with the rules and
principles of interpretation contained in the Applicable Law, with the
understanding that it is the intention of the Parties:


 


14.1                           That,
subject to the terms and conditions of the Loan Documents, the rights vested
upon the Credit Agreement Lenders and the Agent, acting for and on behalf of
the Credit Agreement Lenders, and/or the Noteholders and the Trustee, acting
for and on behalf of the Noteholders, are the most extensive that may be
granted under Applicable Law;


 


14.2                           That the
obligations, duties and responsibilities of the Partner subject to the terms
and conditions of the Loan Documents and this Agreement be as extensive as
those that the


 


13

















 


Applicable Law permits to be imposed upon a debtor
that pledges its own property and rights as Collateral; and


 


14.3                           In no
event shall the application of the rules of interpretation set forth in this
Clause, expand or limit, in any way the rights and obligations set forth in the
Loan Documents for the Parties.


 


FIFTEENTH.-  NOTICES


 


The parties designate as their domiciles those contained in the
introduction of this Agreement.  All the
notifications or communications must be directed to those domiciles so they can
have effects.  Any variation of the
domicile must be notified by a written communication to the other parties ten
(10) Days in advance to have full effects among the parties, otherwise it
should be considered as valid any notification or communication made to the
previous domicile.


 


Any notice addressed to the Parties hereunder shall be considered
validly delivered if in writing and (i) delivered personally or by courier,
messenger service, or similar means, receipt confirmed on the date of delivery
in the place of receipt; or (ii) sent by facsimile, receipt confirmed, on the
date of delivery in the place of receipt; or (iii) sent by mail on the date
five (5) Days after sent by certified mail, with prepaid postage, to the
indicated addresses in the introduction of this Agreement.


 


SIXTEENTH.-  APPLICABLE LAW


 


The Parties agree that this Agreement and the creation, extension and
extinction of the rights created hereby shall be subject to the Applicable
Law.  It is understood that when used in
this Agreement, “Applicable Law” shall mean all the laws, legal norms, rules,
regulations, decrees or decisions of any national, regional or local
governmental entity of the Republic of Perú, or any sub-division thereof, or
any other political, judicial, administrative, police or military authority, or
any other autonomous body or entity, agency, unit, department, arbitrator or
arbitration court in the Republic of Perú, having legal capacity to bind a
person under its jurisdiction (collectively, the “Governmental Authorities”)
effective on the date of execution of this Agreement and as they may be
interpreted, amended or modified in the future.


 


SEVENTEENTH.-  JURISDICTION AND VENUE


 


17.1                           The
Parties do submit themselves to the jurisdiction and venue of the judges of the
courts of Lima, Perú for the purpose of judicially foreclosing this
Pledge.  The Partner and Doe Run Perú
irrevocably waive any objection which they may have now or hereafter to the
Peruvian judges and courts to which they are submitting and agree not to claim
that any such judges and courts are not a convenient or appropriate forum.


 


17.2                           For
purposes of any judicial proceeding related to this Agreement, the Parties
establish as their domiciles, where they must be considered validly notified in
Perú, the addresses indicated in Clause Fifteen of this Agreement.  Any change of domicile will be


 


14

















 


communicated to the other Party in writing, at least
ten (10) Days in advance, otherwise such change shall not have effect for
purposes of notification.


 


17.3                           The
Parties acknowledge and agree that they do not submit to the jurisdiction and
venue of the judges of the courts of Lima, Perú for the purposes of
adjudicating any dispute concerning the Loan Documents.


 


EIGHTEENTH.-  COSTS


 


All legal costs and fees, notarial and registration costs and fees
incurred for the execution of this Agreement, its conversion into a public
deed, including any extension, amendment and cancellation thereof, and receipt
of a certified copy thereof for the Agent and the Trustee shall be exclusively
borne by the Partner.


 


NINETEENTH.-  GENERAL


 


19.1                           This
Agreement may only be amended, regulated, or terminated, and this Pledge
created hereunder may only be extinguished, by express agreement of the Parties
formally executed in accordance with the Applicable Law;


 


19.2                           The
headings and titles used in each Clause are for reference purposes only and
have no effect on the interpretation of the contents and on the scope of this
Agreement; and,


 


19.3                           This
Agreement is only for the benefit of the Partner, Doe Run Perú, the Agent, the
Credit Agreement Lenders, the Trustee, and the Noteholders, their successors
and authorized assigns, including but not limited to any other Person that may
become a Secured Party in accordance with the terms of the Loan Documents, for
which purpose the Partner and Doe Run Perú hereby consent and acknowledge that
the provisions of this Agreement will also be applicable in the benefit of any
such successors, authorized assigns and Persons.


 


TWENTIETH.-  PARTICIPATION OF DOE RUN PERÚ


 


Doe Run Perú gives its conformity with all the terms and conditions of
this Agreement.


 


In case an Event of Default occurs and the Agent and/or the Trustee, as
the case may be, declares the terms of any of the Loan Documents expired, as
provided by Section 4.6 of this Agreement, and provided that the Agent,
acting in the name and representation of the Credit Agreement Lenders, and/or
the Trustee, acting in the name and representation of the Noteholders, have
sent a written communication in that regard to the Doe Run Perú, Doe Run Perú
undertakes to:


 


20.1                           Recognize
the Agent, acting in the name and on behalf of the Credit Agreement Lenders,
and/or the Trustee, acting in the name and on behalf of the Noteholders, as the
sole holders of the voting and other rights inherent and/or pertaining to the
Collateral and shall allow the exercise of such rights by the Agent, acting in
the name and on behalf of the Credit Agreement Lenders, and/or the Trustee,
acting in the name and on behalf of the Noteholders;


 


15

















 


20.2                           Not
accept any instructions and/or communication to the contrary, which may be
issued by the Partner in the event an Event of Default occurs and the Agent
and/or the Trustee, as the case may be, decides to exercise any and/or all of
the rights conferred under this Pledge; and


 


20.3                           Not
allow the exercise of any of the rights inherent and/or pertaining to the
Collateral, including but not limited to the voting rights, by the Partner.


 


20.4                           In the
event of sale by the Agent and/or the Trustee, act according to the procedure
established by Article Fourth of its Bylaws. 
Therefore, after the Agent and/or the Trustee communicates the intention
to sell the participations, the General Manager of Doe Run Perú will
communicate this intention to the other partners of Doe Run Perú within a
ten-day period.  From the day of such
communication, such other partners will have a thirty-day term to exercise
their right of first refusal in the acquisition of the participations.


 


Please, Mr. Notary Public, add the legal introduction and conclusion
hereto, and send the necessary documents to the relevant public registry for
the registration of the power of attorney and the pledge created hereunder.


 


Signed in Lima, on the [  ] day of the month of October,
2002, in three (3) copies.


 


16

















 


	
  Regiment Capital Advisors, L.L.C., as Agent

  	
   

  
	
  under the Senior Credit Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Marco Alarcon Piana

  	
   

  
	
  By:

  	
  Marco Alarcon Piana

  	
   

  
	
  Title:

  	
  Attorney-in-fact

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STATE STREET BANK AND TRUST

  	
   

  
	
  COMPANY, as Trustee and Collateral Agent

  under the Indenture

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Marco Alarcon Piana

  	
   

  
	
  By:

  	
  Marco Alarcon Piana

  	
   

  
	
  Title:

  	
  Attorney-in-fact

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  DOE RUN CAYMAN, LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Kenneth Ernest Hecker

  	
   

  
	
  By:

  	
  Kenneth Ernest Hecker

  	
   

  
	
  Title:

  	
  Power of Attorney

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  DOE RUN PERÚ S.R.L.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/  Kenneth
  Richard Buckley

  	
   

  
	
  By:

  	
  Kenneth Richard Buckley

  	
   

  
	
  Title:

  	
  President and General Manager

  	
   

  



 


17