OPERATIONS AT THE BUICK FACILITY AS
CURRENTLY CONDUCTED, INCLUDING WITHOUT LIMITATION, THOSE SHOWN ON EXHIBIT E
(COLLECTIVELY, THE GOVERNMENTAL PERMITS), EXCEPT WHERE THE FAILURE TO HAVE THE
SAME WOULD NOT HAVE A MATERIAL ADVERSE EFFECT AND SUBJECT TO THE RECEIPT OF
NECESSARY CONSENTS AND TRANSFERS OF THE SAME AS OTHERWISE PROVIDED IN
14
THIS AGREEMENT, AND HAS MADE APPLICATION FOR THE ADDITIONAL PERMITS AND
AUTHORIZATIONS AS SHOWN ON EXHIBIT E FOR PROPOSED ADDITIONAL OPERATIONS, AND
FULLY EXPECTS SUCH ADDITIONAL APPROVALS TO BE GRANTED IN THE ORDINARY COURSE.
(M)
DOE RUN HAS FULFILLED AND PERFORMED ITS OBLIGATIONS UNDER SUCH
GOVERNMENTAL PERMITS EXCEPT FOR SUCH NON-FULFILLMENT OR NON-PERFORMANCE THAT ARE
NOT LIKELY TO HAVE A MATERIAL ADVERSE EFFECT, AND NO WRITTEN NOTICE OF
CANCELLATION OR DEFAULT OR OF ANY DISPUTE CONCERNING ANY SUCH GOVERNMENTAL
PERMIT HAS BEEN RECEIVED BY DOE RUN.
(N)
EXCEPT IN EACH CASE WHERE NON-COMPLIANCE WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT, AND WITH RESPECT TO THE BUICK FACILITY, (I) DOE RUN IS IN
COMPLIANCE WITH ALL APPLICABLE REQUIREMENTS OF LAW WITH RESPECT TO EMPLOYMENT,
EMPLOYMENT PRACTICES, EMPLOYMENT VERIFICATIONS, TERMS AND CONDITIONS OF
EMPLOYMENT AND WAGES, OVERTIME PAY, AND HOURS; (II) DOE RUN HAS NOT ENGAGED IN
ANY UNFAIR LABOR PRACTICE OR ILLEGALLY DISCRIMINATED WITH REGARD TO ANY ASPECT
OF EMPLOYMENT ON THE BASIS OF ANY LEGALLY PROHIBITED CATEGORY OR CLASSIFICATION;
AND (III) WITH RESPECT TO EMPLOYEES AND FORMER EMPLOYEES WHO RENDERED SERVICES
TO, OR PARTICIPATED IN CONDUCT OR ACTIVITIES IN CONNECTION WITH DOE RUN, DOE RUN
IS NOT LIABLE FOR ANY ARREARS OF WAGES, SALARIES OR OTHER PAYMENTS.
(O)
WITH RESPECT TO THE BUICK BUSINESS, THERE ARE NO:
(I) UNFAIR
LABOR PRACTICE CHARGES OR COMPLAINTS PENDING OR, TO THE KNOWLEDGE OF THE SENIOR
OFFICERS OF DOE RUN, THREATENED AGAINST DOE RUN BEFORE THE NATIONAL LABOR
RELATIONS BOARD; (II) DISCRIMINATION CHARGES PENDING OR, TO THE KNOWLEDGE OF THE
SENIOR OFFICERS OF DOE RUN, THREATENED AGAINST DOE RUN BEFORE ANY FEDERAL, STATE
OR LOCAL AGENCY OR AUTHORITY; (III) COMPLAINTS, CHARGES OR CITATIONS PENDING OR,
TO THE KNOWLEDGE OF THE SENIOR OFFICERS OF DOE RUN, THREATENED AGAINST DOE RUN
UNDER OSHA OR ANY STATE OR LOCAL OCCUPATIONAL SAFETY ACT OR REGULATION; (IV) TO
THE KNOWLEDGE OF THE SENIOR OFFICERS OF DOE RUN, LABOR STRIKE, STOPPAGE, OR
MATERIAL CONTROVERSIES PENDING OR THREATENED BETWEEN DOE RUN AND ITS BUICK
EMPLOYEES OR ANY LABOR UNION OR ORGANIZATION REPRESENTING OR CLAIMING TO
REPRESENT SUCH EMPLOYEES' INTERESTS; OR (V) COLLECTIVE BARGAINING AGREEMENT
CURRENTLY BEING NEGOTIATED BY DOE RUN WITH RESPECT TO THE BUICK EMPLOYEES.
(P)
TAKING INTO ACCOUNT ITS CUSTOMARY TRADE PRACTICES, EACH OF THE
INCLUDED CONTRACTS CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF DOE RUN
SUBJECT TO GENERAL PRINCIPLES OF EQUITY AND EXCEPT AS ENFORCEABILITY MAY BE
LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, FRAUDULENT TRANSFER,
REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS OF GENERAL APPLICATION RELATING
TO CREDITORS' RIGHTS GENERALLY AND THE SAME ARE IN FULL FORCE AND EFFECT; AND
DOE RUN IS NOT, NOR, TO THE KNOWLEDGE OF THE SENIOR OFFICERS OF DOE RUN,