THE DOE RUN RESOURCES CORPORATION 1801 PARK 270 DRIVE ST. LOUIS, MISSOURI 63146Net Worth Appreciation Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining
This letter, dated as of November 1 (the “Base Date”), 2002 sets forth the agreement between you and The Doe Run Resources Corporation, (the “Company”) with respect to your Net Worth Appreciation Benefit, intended to constitute additional incentive compensation to you as an employee of the Company. Upon your execution of this letter, any prior Net Worth Appreciation Agreement or amendments thereto between you and DR Acquisition Corp or the Company shall terminate and all obligations pursuant to such agreement as amended shall cease.
THE DOE RUN RESOURCES CORPORATION AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 30, 2004 THE RENCO GROUP, INC., Agent and LenderCredit Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • New York
This Amended and Restated Credit Agreement, dated as of April 30, 2004 is among The Doe Run Resources Corporation, a New York corporation, the Lenders (as defined below) from time to time party hereto and The Renco Group, Inc., a New York Corporation, in its capacity as Agent (as defined below) for the Lenders.
ENVIRONMENTAL COMPLIANCE AND INDEMNITY AGREEMENTEnvironmental Compliance and Indemnity Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • Massachusetts
This Environmental Compliance and Indemnity Agreement (“this Agreement”) is made as of October 29, 2002 and is given pursuant to that certain Indenture of even date herewith (the “Indenture”) by and among The Doe Run Resources Corporation, a New York corporation (the “Borrower”), The Buick Resource Recycling Facility, LLC, a Delaware limited liability company (“Buick”; Buick and Borrower are each sometimes referred to herein individually as an “Indemnitor” and collectively as “Indemnitors”) and State Street Bank and Trust Company, as Trustee, as Collateral Agent (the “Agent”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • Missouri
AGREEMENT made as of the 7th day of April, 1994 and as amended through October 2002, between THE DOE RUN RESOURCES CORPORATION, a New York corporation, doing business in Missouri under the trade name “The Doe Run Company” (herein called the “Company”), with its principal office at 1801 Park 270 Drive, St. Louis, Missouri 63146 and Jeffrey L. Zelms (“Employee”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of October 29, 2002 (this “Third Supplemental Indenture”) to the Indenture (as defined below), among The Doe Run Resources Corporation, a New York Corporation (the “Issuer”), the Guarantors under the Indenture and State Street Bank and Trust Company, as Trustee (the “Trustee”).
THE DOE RUN RESOURCES CORPORATION Investor Rights Agreement October 29, 2002Investor Rights Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • New York
This Investor Rights Agreement (as amended, restated or otherwise modified, the “Agreement”) is made as of October 29, 2002 by and among:
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among THE DOE RUN RESOURCES CORPORATION THE BUICK RESOURCE RECYCLING FACILITY LLC FABRICATED PRODUCTS, INC. as Borrowers and DR LAND HOLDINGS, LLC as Guarantor THE FINANCIAL INSTITUTIONS NAMED...Loan and Security Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • New York
AGREEMENT dated October 29, 2002 is entered into by and among The Doe Run Resources Corporation, a New York corporation (“Doe Run”), The Buick Resource Recycling Facility LLC, a Delaware limited liability company (“Buick Recycling”), Fabricated Products, Inc., a Delaware corporation (“Fabricated Products”, and together with the Doe Run and Buick Recycling, each individually a “Borrower” and collectively, “Borrowers”), DR Land Holdings, LLC, a Delaware limited liability company (“Guarantor”), the financial institutions from time to time parties hereto as Lenders, whether by execution of the Agreement or an Assignment and Acceptance (individually, each a “Lender” and collectively, the “Lenders”), Congress Financial Corporation, a Delaware corporation, in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, the “Agent”) and The CIT Group/Business Credit, Inc., a New York corporation, in its capacity as co-agent for the Lenders (in such capacity, the
THE DOE RUN RESOURCES CORPORATION GUARANTEE AND SECURITY AGREEMENT Dated as of October 29, 2002 REGIMENT CAPITAL ADVISORS, L.L.C., AgentGuarantee and Security Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • Massachusetts
This Agreement, dated as of October 29, 2002, is among DR Acquisition Corp., a Missouri corporation (“DRAC”), The Doe Run Resources Corporation, a New York corporation (the “Company”), the Subsidiaries (as defined below) of the Company from time to time party hereto and Regiment Capital Advisors, L.L.C., a Delaware limited liability company, as agent (the “Agent”) for the Lenders (as defined below) under the Credit Agreement (as defined below). The parties agree as follows:
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Amendment No. 1”), dated as of March 11, 2003, by and among Congress Financial Corporation, as agent (in such capacity, “Agent”) for itself and the financial institutions from time to time party to the Loan Agreement (as hereinafter defined), as lenders (collectively, together with Agent, “Lenders”), The CIT Group/Business Credit, Inc., as co-agent (in such capacity, “Co-Agent”), The Doe Run Resources Corporation (“Doe Run”), The Buick Resource Recycling Facility LLC (“Buick Smelting”), Fabricated Products, Inc., (“Fabricated Products”, and together with the Doe Run and Buick Smelting, each individually a “Borrower” and collectively, “Borrowers”) and DR Land Holdings, LLC (“Guarantor”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • New York
THIS INTERCREDITOR AGREEMENT dated as of March 21, 2003 (as amended and in effect from time to time, this “Intercreditor Agreement”) is by and among Congress Financial Corporation, a Delaware corporation (“Congress”), in its capacity as Revolving Loan Agent (as hereinafter defined), The Renco Group, Inc., a New York corporation (“Renco Group”), in its capacity as Term Loan Agent (as hereinafter defined), and U.S. Bank National Association, a national banking association organized under the laws of the United States of America (“U.S. Bank”), successor in interest to State Street Bank and Trust Company, a Massachusetts trust company (“State Street”), in its capacity as Collateral Agent (as hereinafter defined).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • New York
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of October 29, 2002 (this “Fourth Supplemental Indenture”) to the Indenture (as defined below), among The Doe Run Resources Corporation, a New York Corporation (the “Issuer”), the Guarantors under the Indenture and State Street Bank and Trust Company, as Trustee (the “Trustee”).
THE DOE RUN RESOURCES CORPORATION 1801 PARK 270 DRIVE ST. LOUIS, MISSOURI 63146Net Worth Appreciation Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining
This letter, dated as of November 1 (the “Base Date”), 2002 sets forth the agreement between you and The Doe Run Resources Corporation, (the “Company”) with respect to your Net Worth Appreciation Benefit, intended to constitute additional incentive compensation to you as an employee of the Company. Upon your execution of this letter, any prior Net Worth Appreciation Agreement or amendments thereto between you and DR Acquisition Corp or the Company shall terminate and all obligations pursuant to such agreement as amended shall cease.
THE DOE RUN RESOURCES CORPORATION, as Issuer and the GUARANTORS named herein, as Guarantors and STATE STREET BANK AND TRUST COMPANY, as TrusteeIndenture • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • New York
INDENTURE, dated as of October 29, 2002, by and among THE DOE RUN RESOURCES CORPORATION, a New York corporation (the “Company”), as issuer, FABRICATED PRODUCTS, INC., a Delaware corporation, as guarantor, DOE RUN CAYMAN LTD., a Cayman Islands company, as guarantor, THE BUICK RESOURCE RECYCLING FACILITY LLC, a Delaware limited liability company, as guarantor, DR LAND HOLDINGS, LLC, a Delaware limited liability company, as guarantor, DOE RUN PERU S.R.L., a Peruvian company, as guarantor, and DOE RUN DEVELOPMENT S.A.C., a Peruvian corporation, as guarantor, and STATE STREET BANK AND TRUST COMPANY, as Trustee (the “Trustee”).
LIMITED LIABILITY COMPANY AGREEMENT OF THE BUICK RESOURCE RECYCLING FACILITY LLC (a Delaware Limited Liability Company)Limited Liability Company Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • Delaware
ASSIGNMENT AND ACCEPTANCEAssignment and Acceptance • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • Massachusetts
This Agreement, dated as of March 21, 2003 is among: The Doe Run Resources Corporation, a New York corporation (the “Company”); Regiment Capital II, L.P., a Delaware limited partnership, and Lathi, LLC, a Delaware limited liability company (collectively, the “Assignors”); The Renco Group, Inc., a New York corporation (the “Assignee”); and Regiment Capital Advisors, L.L.C., a Delaware limited liability (“Regiment”). The parties hereby agree as follows:
PARTICIPATIONS PLEDGE AGREEMENTParticipations Pledge Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining
Please enter in your registry of public deeds a deed attesting the constitution of a Participations Pledge (the “Agreement”) entered into by and among, on the one side, Doe Run Cayman Ltd. (the “Partner”), as pledgor, a corporation incorporated and existing under the laws of the Cayman Islands, with domicile at its registered office at the offices of M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, duly represented by Mr. Kenneth Ernest Hecker, Non Immigrant Identity Card Number N-100471 with domicile at Av. Víctor Andrés Belaúnde No 147, Vía Principal No 155, Edificio Real Tres, piso 9, San Isidro (hereinafter “Attorneys in Fact”), under powers of attorney dated [ ]; in favor of (i) State Street Bank and Trust Company (the “Trustee”), as pledgee, a Massachusetts trust company, in its capacity as trustee and collateral agent under the Indenture, as defined in Section 2.2 of this Agreement, with domicile at Two
ASSET TRANSFER AGREEMENTAsset Transfer Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • New York
This Asset Transfer Agreement (this “Agreement”), dated October 29, 2002, is entered into by and between The Doe Run Resources Corporation, a New York corporation with offices at 1801 Park 270 Drive, Suite 300, St. Louis, MO 63146 (“Doe Run”) and The Buick Resource Recycling Facility, LLC, a Delaware limited liability company with offices at HC-1, Box 1395, Boss, MO 65440-9501 (“Transferee”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • New York
THIS INTERCREDITOR AGREEMENT dated as of March 21, 2003 (as amended and in effect from time to time, this “Intercreditor Agreement”) is by and between Congress Financial Corporation, a Delaware corporation (“Congress”), in its capacity as the Revolving Loan Agent (as hereinafter defined), and The Renco Group, Inc., a New York corporation (“Renco Group”), in its capacity as the Term Loan Agent (as hereinafter defined).
AMENDMENT ONE TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Dated November 1, 2002Executive Employment Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining
The Doe Run Resources Corporation (the “Company”) and [ ] (the “Employee” or “you”) agree, effective November 1, 2002, to amend the Amended and Restated Executive Employment Agreement, dated November 1, 2002, between the Company and Employee, by:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • New York
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • New York
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Amendment No. 2”), dated as of April 9, 2004, by and among Congress Financial Corporation, as agent (in such capacity, “Agent”) for itself and the financial institutions from time to time party to the Loan Agreement (as hereinafter defined), as lenders (collectively, together with Agent, “Lenders”), The CIT Group/Business Credit, Inc., as co-agent (in such capacity, “Co-Agent”), The Doe Run Resources Corporation (“Doe Run”), The Buick Resource Recycling Facility LLC (“Buick Smelting”), Fabricated Products, Inc., (“Fabricated Products”, and together with the Doe Run and Buick Smelting, each individually a “Borrower” and collectively, “Borrowers”) and DR Land Holdings, LLC (“Guarantor”).
AMENDED AND RESTATED TAX SHARING AGREEMENTTax Sharing Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • New York
This Amended and Restated Tax Sharing Agreement (the “Agreement”) dated as of January 30, 2004 is between The Renco Group, Inc., a New York corporation (“Renco”), and The Doe Run Resources Corporation, a New York corporation (“DoeRun” or the “Company”) (sometimes referred to herein individually as “Party”, or together, as “Parties”).
THE DOE RUN RESOURCES CORPORATION and STATE STREET BANK AND TRUST COMPANY, as Warrant AgentWarrant Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining • New York
WARRANT AGREEMENT (this “Agreement”) dated as of October 29, 2002 between The Doe Run Resources Corporation, a New York corporation (the “Company”), and State Street Bank and Trust Company, a Massachusetts trust company, as Warrant Agent (the “Warrant Agent”).
THE DOE RUN RESOURCES CORPORATION SECURITY AGREEMENT Dated as of October 29, 2002 State Street Bank and Trust Company, as Trustee, Collateral AgentSecurity Agreement • June 2nd, 2004 • Doe Run Resources Corp • Metal mining
This Agreement, dated as of October 29, 2002, is among The Doe Run Resources Corporation, a New York corporation (the “Company”), the Subsidiaries of the Company from time to time party hereto and State Street Bank and Trust Company, as trustee and collateral agent (in such capacity, and together with any successors in such capacity, the “Collateral Agent”) under the Indenture (as defined below). The parties agree as follows:
