THE BUICK FACILITY AND THERE
HAS NOT BEEN, TO THE KNOWLEDGE OF THE SENIOR OFFICERS OF DOE RUN, ANY CLAIM
ASSERTED BY ANY PERSON THAT COULD LEAD TO SUCH AN ACTION, AND (B) DOE RUN IS NOT
SUBJECT
13
TO ANY CURRENTLY PENDING COURT ORDER WITH RESPECT TO THE BUICK FACILITY, EXCEPT
THOSE SET FORTH ON SCHEDULE 4.1(F).
(F)
EXCEPT AS SET FORTH IN SCHEDULE 4.1(F), DOE RUN HAS COMPLIED AND
IS IN COMPLIANCE WITH ALL COURT ORDERS AND REQUIREMENTS OF LAW THAT ARE
APPLICABLE TO DOE RUN WITH RESPECT TO THE BUICK FACILITY, EXCEPT FOR SUCH
NONCOMPLIANCE AS IS NOT LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
(G)
EXCEPT FOR ANY ACQUIRED ASSETS SUBJECT TO A LEASEHOLD INTEREST,
DOE RUN IS THE EXCLUSIVE AND ABSOLUTE OWNER OF AND HAS GOOD TITLE TO ALL OF THE
ACQUIRED ASSETS FREE AND CLEAR OF ENCUMBRANCES, EXCEPT FOR:
(A) PERMITTED
ENCUMBRANCES, AND (B) OTHER EXCEPTIONS DISCLOSED IN SCHEDULE 4.1(G).
EXCEPT AS
CONTEMPLATED IN THE SCHEDULE EXCEPTIONS OR OTHERWISE DISCLOSED IN
SCHEDULE 4.1(G), THE ACQUIRED ASSETS THAT ARE UTILIZED IN THE OPERATION OF THE
BUICK FACILITY ARE USABLE IN THE ORDINARY COURSE OF BUSINESS AND CONFORM TO ALL
APPLICABLE STATUTES, ORDINANCES AND REGULATIONS RELATING TO THEIR CONSTRUCTION,
USE AND OPERATION, EXCEPT WHERE SUCH NONCONFORMITY IS NOT LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT.
(H)
EXHIBIT A CONTAINS A MAP AND EXHIBIT B CONTAINS A COMPLETE AND
ACCURATE LEGAL DESCRIPTION, OF EACH PARCEL OF OWNED REAL PROPERTY HELD BY DOE
RUN, CONSTITUTING THE BUICK FACILITY.
DOE RUN DOES NOT LEASE ANY REAL PROPERTY
USED FOR THE BUICK FACILITY.
(I)
DOE RUN HAS GOOD AND MARKETABLE TITLE TO THE OWNED REAL PROPERTY
FREE AND CLEAR OF ENCUMBRANCES EXCEPT FOR PERMITTED ENCUMBRANCES.
(J)
EXHIBIT C CONTAINS A LIST THAT INCLUDES ALL MACHINERY, EQUIPMENT,
AND VEHICLES OWNED BY DOE RUN AND USED PRIMARILY IN RELATION TO THE BUICK
FACILITY HAVING AN ORIGINAL COST OF ONE HUNDRED THOUSAND UNITED STATES DOLLARS
(US$100,000) OR MORE.
THE ACQUIRED ASSETS COMPRISE ALL OF THE ASSETS NOW
UTILIZED BY DOE RUN WHICH ARE NECESSARY TO ENABLE THE ACTIVITIES AND OPERATIONS
AT THE BUICK FACILITY TO BE CARRIED ON IMMEDIATELY AFTER CLOSING IN
SUBSTANTIALLY THE SAME MANNER AS IMMEDIATELY BEFORE THE DATE OF THIS AGREEMENT,
OTHER THAN THE EXCLUDED ASSETS.
(K)
EXHIBIT H CONTAINS A BRIEF DESCRIPTION OF EACH INCLUDED CONTRACT,
INCLUDING WITHOUT LIMITATION, ANY LEASE OR OTHER AGREEMENT OR RIGHT UNDER WHICH
DOE RUN IS LESSEE OF, OR HOLDS OR OPERATES, ANY MACHINERY, EQUIPMENT, OR VEHICLE
WITH RESPECT TO THE BUICK FACILITY OWNED BY A THIRD PERSON, EXCEPT THOSE WHICH
ARE TERMINABLE BY DOE RUN WITHOUT COST OF PENALTY ON THIRTY (30) DAY'S OR LESS
NOTICE OR WHICH PROVIDE FOR ANNUAL RENTALS OF LESS THAN ONE HUNDRED THOUSAND
UNITED STATES DOLLARS (US$100,000.00).
(L)
DOE RUN OWNS, HOLDS OR POSSESSES ALL LICENSES, FRANCHISES,
PERMITS, PRIVILEGES, IMMUNITIES, APPROVALS AND OTHER AUTHORIZATIONS FROM ANY
GOVERNMENTAL BODY WHICH ARE NECESSARY TO ENTITLE IT TO OWN OR LEASE, OPERATE AND
USE THE ACQUIRED ASSETS AND CONDUCT ITS