ACCEPTANCE) ARE
ENTERING INTO THIS INTERCREDITOR AGREEMENT SO THAT THE TERMS, CONDITIONS,
AGREEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH IN THE
INTERCREDITOR AGREEMENT, DATED AS OF OCTOBER 29, 2002, BETWEEN REVOLVING LOAN
AGENT AND REGIMENT, IN ITS CAPACITY AS PRIOR TERM LOAN AGENT, ARE HEREBY AMENDED
AND RESTATED IN THEIR ENTIRETY, AND AS SO AMENDED AND RESTATED, ARE REPLACED AND
SUPERCEDED, BY THE TERMS, CONDITIONS, AGREEMENTS, COVENANTS, REPRESENTATIONS AND
WARRANTIES SET FORTH IN THIS INTERCREDITOR AGREEMENT.
IN WITNESS WHEREOF, the parties have caused this Intercreditor Agreement to be
duly executed as of the day and year first above written.
CONGRESS FINANCIAL CORPORATION,
as Revolving Loan Agent
By:
/s/ Herbert Korn
Title:
Vice President
[SIGNATURE OF THE RENCO GROUP, INC. FOLLOWS ON NEXT PAGE]
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THE RENCO GROUP, INC.
as Term Loan Agent
By:
/s/ Roger Fay
Name:
Roger Fay
Title:
Vice President-Finance
[SIGNATURES OF THE DOE RUN RESOURCES CORPORATION AND THE BUICK RESOURCE
RECYCLING FACILITY LLC FOLLOW ON NEXT PAGE]
20
ACKNOWLEDGMENT AND CONSENT
The undersigned hereby acknowledges and agrees to the foregoing terms and
provisions of this Intercreditor Agreement.
By its signature below, the
undersigned agrees that it will, together with its successors and assigns, be
bound by the provisions hereof.
The undersigned agrees that any of Lenders holding Collateral does so as bailee
(under the UCC) for each other of Lenders which has a Lien on such Collateral
and is hereby authorized to, and may, turn over to such other Lender upon
request therefor any such Collateral, after all obligations and indebtedness of
the undersigned to the bailee Lender have been fully paid and performed.
The undersigned acknowledges and agrees that:
(a) although it may sign this
Intercreditor Agreement it is not a party hereto and does not and will not
receive any right, benefit, priority or interest under or because of the
existence of this Intercreditor Agreement (except for a consent which is deemed
to have been given by any of Lenders under Section 2.8); and (b) it will execute
and deliver such additional documents and take such additional action as may be
necessary or desirable in the reasonable opinion of any of Lenders to effectuate
the provisions and purposes of this Intercreditor Agreement.
THE DOE RUN
RESOURCES CORPORATION
By:
/s/ David Chaput
Title:
Vice President-Finance
THE BUICK RESOURCE
RECYCLING FACILITY LLC
By:
/s/ Jeffrey Zelms
Title:
Manager
[SIGNATURES OF FABRICATED PRODUCTS, INC. AND DR LAND HOLDINGS, LLC
FOLLOW ON NEXT PAGE]
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FABRICATED PRODUCTS, INC.
By:
/s/ Jerry Pyatt
Title:
President
DR LAND HOLDINGS, LLC
By:
/s/ David Chaput
Title:
Executive V.P. of The Doe Run Resources Corporation
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