TO THE AGENT THE SUBORDINATION
AGREEMENT, WHICH SHALL BE IN SUBSTANTIALLY THE FORM OF EXHIBIT 5.16.
5.17.
ASSET TRANSFER AGREEMENT.
EACH OF THE COMPANY AND DOE RUN BUICK SHALL
HAVE DULY AUTHORIZED, EXECUTED AND DELIVERED THE ASSET TRANSFER AGREEMENT, WHICH
SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE REQUIRED LENDERS.
5.18.
CAPITALIZATION.
THE REQUIRED LENDERS SHALL BE SATISFIED WITH THE
OWNERSHIP, CORPORATE AND LEGAL STRUCTURE AND CAPITALIZATION OF THE COMPANY AND
ITS SUBSIDIARIES, INCLUDING THE TERMS AND CONDITIONS OF THE CHARTER AND BY-LAWS
OF, AND THE CAPITAL STOCK AND OTHER EQUITY INTERESTS ISSUED BY, EACH OF THE
COMPANY AND ITS SUBSIDIARIES AND ANY AGREEMENTS (INCLUDING THE INVESTOR RIGHTS
AGREEMENT) RELATING THERETO.
40
5.19.
SOLVENCY.
AFTER GIVING EFFECT TO THE INCURRENCE OF THE CREDIT
OBLIGATIONS AND THE CONSUMMATION OF THE EXCHANGE OFFER, THE COMPANY AND ITS
SUBSIDIARIES, TAKEN AS A WHOLE:
(A)
SHALL BE SOLVENT;
(B)
SHALL HAVE ASSETS HAVING A FAIR SALEABLE VALUE IN EXCESS OF THE AMOUNT
REQUIRED TO PAY THEIR PROBABLE LIABILITY ON THEIR EXISTING DEBTS AS SUCH DEBTS
BECOME ABSOLUTE AND MATURE;
(C)
SHALL HAVE ACCESS TO ADEQUATE CAPITAL FOR THE CONDUCT OF THEIR BUSINESS;
AND
(D)
SHALL HAVE THE ABILITY TO PAY THEIR DEBTS FROM TIME TO TIME INCURRED.
5.20.
OFFICER'S CERTIFICATE.
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN
SECTION 7 SHALL BE TRUE AND CORRECT ON AND AS OF THE CLOSING DATE WITH THE SAME
FORCE AND EFFECT AS THOUGH MADE ON AND AS OF SUCH DATE; NO DEFAULT SHALL EXIST
ON THE CLOSING DATE IMMEDIATELY AFTER GIVING EFFECT TO THE INCURRENCE OF THE
CREDIT OBLIGATIONS AND THE CONSUMMATION OF THE EXCHANGE OFFER; EXCEPT FOR
MATERIAL ADVERSE CHANGES WHICH (A) OCCURRED AFTER OCTOBER 31, 2001 AND PRIOR TO
THE DATE HEREOF AND (B) ARE DESCRIBED IN THE OFFERING CIRCULAR, NO MATERIAL
ADVERSE CHANGE SHALL HAVE OCCURRED SINCE OCTOBER 31, 2001; AND THE COMPANY SHALL
HAVE FURNISHED TO THE LENDERS IN CONNECTION WITH THE INCURRENCE OF THE CREDIT
OBLIGATIONS A CERTIFICATE TO THESE EFFECTS, IN SUBSTANTIALLY THE FORM OF
EXHIBIT 5.20, SIGNED BY A FINANCIAL OFFICER.
5.21.
LEGAL OPINIONS.
ON THE CLOSING DATE, THE LENDERS SHALL HAVE RECEIVED
FROM THE FOLLOWING COUNSEL THEIR RESPECTIVE OPINIONS WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS,
WHICH OPINIONS SHALL BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
LENDERS:
(A)
CADWALADER, WICKERSHAM & TAFT, SPECIAL COUNSEL FOR RENCO, DRAC, THE COMPANY
AND ITS SUBSIDIARIES.
(B)
MAPLES AND CALDER, SPECIAL CAYMAN ISLANDS COUNSEL FOR THE COMPANY AND ITS
SUBSIDIARIES.
(C)
ESTUDIO FERRERO, SPECIAL PERU COUNSEL FOR THE COMPANY AND ITS SUBSIDIARIES.
(D)
SCHNAPP, FULTON, FALL, SILVEY & REID, L.L.C., SPECIAL MISSOURI COUNSEL FOR
THE COMPANY AND ITS SUBSIDIARIES.
The Company authorizes and directs its special counsels to furnish the foregoing
opinions.
5.22.
PAYMENT OF FEES.
THE COMPANY SHALL HAVE PAID ALL FEES AND EXPENSES OF
THE LENDERS AND THE AGENT (INCLUDING FEES AND DISBURSEMENTS OF COUNSEL TO THE
LENDERS AND THE AGENT) WHICH THE COMPANY IS REQUIRED TO PAY PURSUANT TO THIS
AGREEMENT