THERE ARE NO
UNDERGROUND STORAGE TANKS (WHETHER ACTIVE OR ABANDONED) LOCATED AT, IN, OR
BENEATH THE OWNED REAL PROPERTY.
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(R)
TRANSFEREE WILL NOT INCUR ANY LIABILITY OR OTHER OBLIGATION TO,
OR WITH RESPECT TO, DOE RUN'S EMPLOYEE BENEFIT PLANS NOW OR AT ANY TIME IN THE
FUTURE, INCLUDING BUT NOT LIMITED TO, ANY SEVERANCE BENEFITS PAYABLE TO ANY OF
DOE RUN'S EMPLOYEES UPON CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
(S)
ALL THE ACCOUNTS, BOOKS, LEDGERS AND FINANCIAL AND OTHER MATERIAL
RECORDS OF DOE RUN IN RELATION EXCLUSIVELY TO THE BUICK FACILITY HAVE BEEN
MAINTAINED ACCURATELY AND IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRACTICES ON A CONSOLIDATED BASIS WITH THE OTHER OPERATIONS OF DOE RUN.
4.2
REPRESENTATIONS AND WARRANTIES OF
TRANSFEREE.
AS OF THE EFFECTIVE DATE, THE TRANSFEREE HEREBY REPRESENTS AND
WARRANTS TO DOE RUN AS FOLLOWS:
(A)
TRANSFEREE IS A LIMITED LIABILITY CORPORATION DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE.
TRANSFEREE IS DULY QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING AS A FOREIGN
CORPORATION IN MISSOURI.
(B)
TRANSFEREE HAS THE FULL ORGANIZATIONAL POWER AND AUTHORITY TO
EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER AND
TO OWN AND LEASE ITS PROPERTY AND CONDUCT ITS OPERATIONS AS CURRENTLY
CONDUCTED.
TRANSFEREE'S EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT
HAVE BEEN DULY AUTHORIZED AND APPROVED BY ALL NECESSARY ORGANIZATIONAL ACTION.
(C)
THIS AGREEMENT, WHEN EXECUTED AND DELIVERED BY TRANSFEREE, WILL
HAVE BEEN DULY EXECUTED AND DELIVERED BY TRANSFEREE, AND ASSUMING DUE
AUTHORIZATION, EXECUTION AND DELIVERY BY DOE RUN, WILL BE THE LEGAL, VALID AND
BINDING OBLIGATION OF TRANSFEREE ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
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.
(D)
SUBJECT TO THE LIENS AND OTHER ENCUMBRANCES AND OTHER TERMS AND
CONDITIONS TO BE IMPOSED ON DOE RUN, THE BUICK FACILITY AND TRANSFEREE AS
CONTEMPLATED IN THE VARIOUS ARRANGEMENTS DESCRIBED IN THE TENDER OFFER AND THE
CONSUMMATION OF THE UNDERTAKINGS ENTERED INTO PURSUANT TO THE SAME, THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT:
(I)
CONFLICT WITH, RESULT IN A BREACH OF THE TERMS, CONDITIONS OR
PROVISIONS OF, OR CONSTITUTE A DEFAULT, AN EVENT OF DEFAULT OR AN EVENT CREATING
RIGHTS OF ACCELERATION, TERMINATION OR CANCELLATION, RESULT IN TERMINATION OF OR
RESULT IN THE CREATION OR IMPOSITION OF ANY ENCUMBRANCE UNDER:
(I) ANY TERMS OR
PROVISION OF THE CERTIFICATE OF INCORPORATION OR BYLAWS OF TRANSFEREE, (II) ANY
NOTE, INSTRUMENT, CONTRACT, AGREEMENT, MORTGAGE, INDENTURE, LEASE, LICENSE,
FRANCHISE, PERMIT OR OTHER COMMITMENT TO WHICH TRANSFEREE IS A PARTY OR BY WHICH
IT OR ANY OF ITS ASSETS ARE BOUND, (III) ANY COURT ORDER, OR (IV) ANY
REQUIREMENTS OF LAW
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APPLICABLE TO THE TRANSFEREE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREIN; OR
(II)
REQUIRE THE APPROVAL, CONSENT, AUTHORIZATION