BUSINESS, INCLUDING LEDGERS, SALES INVOICES, ACCOUNTS
PAYABLE RECORDS, AND SUPPORTING SCHEDULES, CUSTOMER AND SUPPLIER LISTS AND
FILES, AND OTHER FILES, PAPERS AND RECORDS, INCLUDING THOSE MAINTAINED ON
MAGNETIC TAPE OR MICROFICHE FORMAT, AND COMPUTER SOFTWARE PROGRAMS, OR THE PAST
OR PRESENT OPERATIONS OF THE BUICK FACILITY;
(G)
PREPAIDS.
THOSE PREPAID RENTALS, SECURITY DEPOSITS, PREPAID
UTILITY CHARGES, REAL PROPERTY TAXES, PERSONAL PROPERTY TAXES, SIMILAR
ASSESSMENTS, AND OTHER PREPAID EXPENSES THAT PERTAIN TO THE ACQUIRED ASSETS;
(H)
MOTOR VEHICLES.
ALL TRUCKS, AUTOMOBILES AND OTHER MOTOR VEHICLES
OWNED BY DOE RUN AND USED FOR THE BUICK FACILITY AND ALL RIGHTS OF DOE RUN TO
ANY MOTOR VEHICLES AS ARE LEASED BY DOE RUN FOR USE BY THE BUICK FACILITY
(INCLUDING WITHOUT LIMITATION THOSE LISTED IN EXHIBIT C AS PART OF THE
EQUIPMENT);
(I)
COMPUTERS; COMPUTER SOFTWARE.
ALL COMPUTERS AND RELATED
EQUIPMENT OF DOE RUN THAT ARE LOCATED AT THE BUICK FACILITY, TOGETHER WITH ANY
TRANSFERABLE RIGHTS OF DOE RUN TO ANY COMPUTER PROGRAMS OR COMPUTER SOFTWARE
THAT ARE USED AT THE BUICK FACILITY;
(J)
INTELLECTUAL PROPERTY.
A ROYALTY FREE, NONEXCLUSIVE PERPETUAL
LICENSE OF ALL INTELLECTUAL PROPERTY, TRADE SECRETS, KNOW HOW, INVENTIONS,
COPYRIGHTS, TRADEMARKS AND OTHER INTELLECTUAL PROPERTY OF DOE RUN USED
SPECIFICALLY WITH, OR NECESSARY FOR THE OPERATION OF, THE BUICK FACILITY;
(K)
INCLUDED CONTRACTS.
ALL CONTRACTS, AGREEMENTS, LEASES (WHETHER OR
NOT CAPITALIZED), EVIDENCES OF INDEBTEDNESS, AND OTHER EXECUTORY CONTRACTS AND
COMMITMENTS
6
OF DOE RUN TO THE EXTENT THEY RELATE TO THE BUICK FACILITY (THE "INCLUDED
CONTRACTS") OTHER THAN SALES CONTRACTS;
(L)
GOODWILL.
ALL GOODWILL ASSOCIATED WITH THE BUICK FACILITY AND
THE BUICK BUSINESS; AND
(M)
DEFENSES AND COUNTERCLAIM ASSETS.
ALL COUNTERCLAIMS AND DEFENSES
RELATING TO ASSUMED LIABILITIES.
2.2
EXCLUDED ASSETS.
NOTWITHSTANDING THE
PROVISIONS OF SECTION 2.1 HEREOF, THE ACQUIRED ASSETS DO NOT INCLUDE THE
FOLLOWING (THE "EXCLUDED ASSETS"):
(A)
ACCOUNTS RECEIVABLE, CASH AND EQUIVALENTS.
ANY AND ALL ACCOUNTS
RECEIVABLE, CASH ON HAND, INCLUDING DEPOSITS, ACCOUNTS, TEMPORARY CASH
INVESTMENTS AND EQUIVALENTS, EXISTING ON THE CLOSING DATE;
(B)
THIRD PARTY CLAIMS.
ALL CLAIMS OR RIGHTS OF DOE RUN RELATING TO
THE BUICK FACILITY, IF ANY, AGAINST THIRD PARTIES BASED ON FACTS OR
CIRCUMSTANCES OCCURRING ON OR BEFORE THE CLOSING DATE TO THE EXTENT THE SAME
PERTAIN TO LIABILITIES NOT ASSUMED BY THE TRANSFEREE;
(C)
INSURANCE.
ALL INSURANCE POLICIES AND RIGHTS THEREUNDER EXCEPT
FOR PROCEEDS OF INSURANCE RELATING TO ASSUMED LIABILITIES AND ACQUIRED ASSETS
(AND SUBJECT TO THE OBLIGATION OF DOE RUN TO RETAIN TRANSFEREE AS AN INSURED
UNDER THE DOE RUN CORPORATE INSURANCE POLICIES AS DESCRIBED IN SECTION 7.4
BELOW);
(D)
TAX REFUNDS.
RIGHTS OF DOE RUN TO THE REFUND OF ANY FEDERAL OR
STATE INCOME TAX, AD VALOREM REAL ESTATE OR PROPERTY TAX, AND ANY OTHER SIMILAR
TAX OR CHARGE THAT WAS INCURRED BY DOE RUN OR RELATES TO THE BUICK FACILITY ON
OR PRIOR TO THE CLOSING DATE, SUBJECT TO SECTION 2.5(C);
(E)
EMPLOYEES AND EMPLOYEE BENEFIT PLANS.
ALL HOURLY, EXEMPT AND
OTHER EMPLOYEES OF DOE RUN THAT PERTAIN TO, OR WORK AT, OR WITH RESPECT TO, THE
BUICK FACILITY