**EXHIBIT 10.19.12**

 

**SECOND AMENDMENT AND WAIVER TOAMENDED AND RESTATED CREDIT AGREEMENT**

 

SECOND AMENDMENT AND WAIVER,dated as of April 29, 2005 (this “Amendment and Waiver”), inrespect of the Amended and Restated Credit Agreement, dated as of April 30,2004 (as amended, supplemented or otherwise modified prior to the date hereof,the “Existing Credit Agreement”; as amended hereby and as furtheramended, restated, supplemented or otherwise modified and in effect from timeto time, the “Credit Agreement”) among THE DOE RUN RESOURCESCORPORATION, a New York corporation (the “Borrower”), the financialinstitutions from time to time parties thereto (the “Lenders”), and THERENCO GROUP, INC., a New York corporation, as agent for the Lenders (in suchcapacity, the “Agent”).

 

WHEREAS, the Borrower hasrequested the Agent and the Lenders to waive the Borrower’s failure to complywith and to amend the Capital Expenditure restrictions of Section 6.5.6with respect to the Borrower’s current fiscal year;

 

WHEREAS, the Borrower hasrequested that the amount of the 2004 Excess Cash Flow Prepayment described inthe Waiver to Amended and Restated Credit Agreement, dated as of February 25,2005, among the Borrower, the Agent and the Lenders (the “February 2005Waiver”), be increased to $12,673,000; and

 

WHEREAS, the Agent andLenders are willing to agree to such amendment and waivers, but only on theterms and subject to the conditions set forth in this Amendment and Waiver;

 

NOW, THEREFORE, inconsideration of premises, and for other good and valuable consideration, thereceipt and sufficiency of which is hereby acknowledged, the parties heretohereby agree as follows:

 

# 1.                                       Defined Terms.  Unless otherwise defined herein, termsdefined in the Existing Credit Agreement are used herein as therein defined.

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## 2.                                       Amendments to Existing Credit Agreement. The Existing Credit Agreement is hereby amended as follows:

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## (a)                                  Section 1is hereby amended by inserting the following new definitions to read asfollows:

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““SecondAmendment” means the Second Amendment and Waiver, dated as of April 29,2005, to this Agreement.”

 

““SecondAmendment Effective Date”: means the “Effective Date” as defined in theSecond Amendment.”

 

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## (b)                                 Section 6.5.6is hereby amended by (i) inserting the following new sentence in the firstparagraph thereof immediately following the second sentence of such paragraph:

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“The aggregateamount of Capital Expenditures made by the Company and its DomesticSubsidiaries in the fiscal year of the Company ending on October 31, 2005shall not exceed $20,916,000.”;

 

and (ii) by deleting the date “November 1, 2004” in the lastsentence of the first paragraph thereof and substituting in lieu thereof thedate “November 1, 2005”.

 

3.                                       Modificationto February 2005 Waiver.  TheAgent and each Lender hereby agree that the 2004 Excess Cash Flow Prepaymentamount of $11,078,000 set forth in the February 2005 Waiver shall beamended, with effect from the Effective Date referred to in the February 2005Waiver, to be $12,673,000.

 

# 4.                                       Waiver.  The Agent andeach Lender hereby waive the requirement set forth in Section 6.5.6 of theExisting Credit Agreement with respect to the Borrower’s fiscal year commencingon November 1, 2004; provided, that such waiver is given on thecondition that, as of the Effective Date, Section 6.5.6 of the CreditAgreement (as amended by this Amendment and Waiver) shall not have beencontravened.

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# 5.                                       Representations.  To induce the Agent and the Lenders to enter into thisAmendment and Waiver, the Borrower ratifies and confirms each representationand warranty set forth in the Credit Agreement as if such representations andwarranties were made on even date herewith, and further represents and warrantsthat (a) no material adverse change has occurred in the financial conditionor business prospects of the Borrower since the date of the last financialstatements delivered to the Agent and the Lenders, (b) no Default or Eventof Default has occurred and is continuing, and (c) the Borrower is fullyauthorized to enter into this Amendment and Wavier.

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# 6.                                       ConditionsPrecedent.  ThisAmendment and Waiver shall become effective on the first date (the “EffectiveDate”) on which each of the following conditions precedent shall have beensatisfied:

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## (c)                                  DeliveredDocuments.  On the EffectiveDate, the Agent shall have received executed originals of:

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#### (i)                                     this Amendment and Waiver, executed by aduly authorized officer of each of the Borrower and the Required Lenders;

 

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#### (ii)                                  payment shall be made to Renco by theBorrowers for monthly management fees (a) in arrears for prior monthswhich will be permitted to be paid after giving effect to the waivers grantedwithin this Second Amendment, and (b) due in the month of May, 2005; bothin accordance with the terms of Section 6.9.2 of the Existing CreditAgreement; and

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#### (iii)                               such other documents or certificates as the Agent orcounsel to the Agent may reasonably request.

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# 7.                                       Miscellaneous.

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## (d)                                 Limited Effect.  Except as expressly consented to hereby, theCredit Agreement and the other Credit Documents shall remain in full force andeffect in accordance with their respective terms, without any consent,amendment, waiver or modification of any provision thereof; provided, however,that upon the Effective Date, all references herein and therein to the “CreditDocuments” shall be deemed to include, in any event, the Existing Credit Agreement, this Amendment and Waiver, ,and all other documents delivered to the Agent or any Lender in connection therewith.  Each reference to the CreditAgreement in any of the Credit Documents shall be deemed to be a reference tothe Credit Agreement as amended hereby.

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## (e)                                  Severability.  In case any of the provisions of thisAmendment and Waiver shall for any reason be held to be invalid, illegal, orunenforceable, such invalidity, illegality, or unenforceability shall notaffect any other provision hereof, and this Amendment and Waiver shall beconstrued as if such invalid, illegal, or unenforceable provision had neverbeen contained herein.

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## (f)                                    Execution inCounterparts.  ThisAmendment and Waiver may be executed in any number of counterparts, all ofwhich taken together shall constitute one and the same instrument, and anyparty hereto may execute this Amendment and Waiver by signing one or morecounterparts.  Delivery of an executedcounterpart of a signature page to this Amendment and Waiver by facsimileor telecopier shall be effective as delivery of an originally executedcounterpart of this Amendment and Waiver.

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## (g)                                 Governing Law.  This Amendment and Waiver shall be governedby, and construed and interpreted in accordance with, the laws of the State ofNew York withoutgiving effect to the conflict of law principles thereof; provided,however, that the Agent and the Lenders shall retain all rights underfederal law.

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## (h)                                 Rights of ThirdParties.  All provisions herein areimposed solely and exclusively for the benefit of the Borrower, the Agent, theLenders, and their permitted successors and assigns, and no other Person shallbe a direct or indirect legal beneficiary of, or have any direct or indirectcause of action or claim in connection with this Amendment and Waiver or any ofthe other Credit Documents.

 

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## **(i)****                                   ****COMPLETEAGREEMENT****.  THISWRITTEN AMENDMENT AND WAIVER, AND THE OTHER WRITTEN AGREEMENTS ENTERED INTOAMONG THE PARTIES, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOTBE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORALAGREEMENTS OF THE PARTIES.  THERE ARE NOUNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.**

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[SIGNATURES FOLLOW]

 

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IN WITNESSWHEREOF, the parties hereto have caused this Amendment and Waiver to be dulyexecuted and delivered by their proper and duly authorized officers as of theday and year first above written.

 

 
|       | BORROWER:                           |
|------------|-------------------------------------|
|       |                                |
| ** ** | **THE DOE  RUN RESOURCES**          |
| ** ** | **CORPORATION**                     |
|       |                                |
|       |                                |
|       | By:                                 | /s/ David Chaput |   |
|       | Name:                               | David Chaput |   |
|       | Title:                              | V.P. Finance,  Treasurer & CFO |   |
|       |                                |
|       | the Borrower’s  Address:       |
|       | The Doe Run  Resources Corporation  |
|       | 1801 Park 270  Drive                |
|       | Suite 300                      |
|       | St. Louis,  Missouri 63146          |
|       | Telecopy: (314)  453-7178           |
|       |                                |
|       |                                |
|       | AGENT AND LENDER:                   |
|       |                                |
|       | **THE RENCO GROUP, INC.**, as Agent |
|       | and  Lender                         |
|       |                                |
|       |                                |
|       | By:                                 | /s/ Roger Fay |   |
|       | Name:                               | Roger Fay |   |
|       | Title:                              | V.P. Finance |   |
|       |                                |
|       |                                |
|       | The Renco Group, Inc.          |
|       | 30 Rockefeller Plaza                |
|       | New York, New York 10112            |
|       | Telecopy: (212) 541-6197            |

 

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