**EXHIBIT 10.19.11**

 

**WAIVER TO**

**AMENDED ANDRESTATED CREDIT AGREEMENT**

 

WAIVER, dated as of February 25, 2005(this “Waiver”), in respect of the Amended and Restated CreditAgreement, dated as of April 30, 2004 (as amended, waived, restated,supplemented or otherwise modified and in effect from time to time, the “CreditAgreement”) among THE DOE RUN RESOURCES CORPORATION, a New York corporation(the “Borrower”), the financial institutions from time to time partiesthereto (the “Lenders”), and THE RENCO GROUP, INC., a New Yorkcorporation, as agent for the Lenders (in such capacity, the “Agent”).

 

WHEREAS, pursuant to Section 4.2.1 ofthe Credit Agreement the Borrower is required to prepay the Loan and theDiscretionary Credit Obligations (as defined in the Credit Agreement) in theamount of the lesser of (a) 75% of Consolidated Excess Cash Flow (asdefined in the Credit Agreement) for the 2004 fiscal year of the Borrower or (b) thesum of (i) the amount of the Loan *plus*(ii) the amount of the Discretionary Credit Obligations then outstanding,which amount the Borrower, the Agent and the Lender agree is equal to$11,078,000 (the “2004 Excess Cash Flow Prepayment”); and

 

WHEREAS, the Borrower has requested that theAgent and the Lenders waive the requirement to make the 2004 Excess Cash FlowPrepayment, and the Agent and the Lender are willing to grant such waiver butonly on the terms and subject to the conditions set forth herein;

 

NOW, THEREFORE, in consideration of thepremises, and for other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the parties hereto hereby agree asfollows:

 

1.               DefinedTerms. Unless otherwise defined herein,terms defined in the Credit Agreement are used herein as therein defined.

 

2.               Waiver. The Agent and the Lender hereby waive the requirement setforth in Section 4.2.1 of the Credit Agreement that the Borrower make the2004 Excess Cash Flow Prepayment.

 

3.               Representations. To induce the Agent and the Lenders to enter into thisWaiver, the Borrower ratifies and confirms each representation and warranty setforth in the Credit Agreement as if such representations and warranties weremade on even date herewith, and further represents and warrants that (a) nomaterial adverse change has occurred in the financial condition or businessprospects of the Borrower since the date of the last financial statementsdelivered to the Agent and the Lenders, (b) after giving effect to thisWaiver, no Default or Event of Default has occurred and is continuing, and (c) theBorrower is fully authorized to enter into this Waiver.

 

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4.               Conditions Precedent. This Waivershall become effective on the first date (the “Effective Date”) on which eachof the following conditions precedent shall have been satisfied:

 

(a)          DeliveredDocuments. On the Effective Date, theAgent shall have received executed originals of:

 

(i)             thisWaiver, executed by a duly authorized officer of each of the Borrower and theRequired Lenders; and

 

(ii)          suchother documents or certificates as the Agent or counsel to the Agent mayreasonably request.

 

(b)         NoDefault. On the Effective Date, and aftergiving effect to this Waiver, the Borrower shall be in compliance in allmaterial respects with all of the terms and provisions set forth in the CreditAgreement and the other Credit Documents on its part to be observed and noEvent of Default shall have occurred and be continuing.

 

5.               Miscellaneous.

 

(a)          LimitedEffect. Except as expressly consented tohereby, the Credit Agreement and the other Credit Documents shall remain infull force and effect in accordance with their respective terms, without anyconsent, amendment, waiver or modification of any provision thereof; provided,however, that upon the Effective Date, all references herein and thereinto the “Credit Documents” shall be deemed to include, in any event, this Waiverand all other documents delivered to the Agent or any Lender in connectiontherewith.  Each reference to the CreditAgreement in any of the Credit Documents shall be deemed to be a reference tothe Credit Agreement as waived hereby.

 

(b)         Reaffirmation. The Borrower hereby expressly reaffirms that it is indebtedto the Lenders for the Loan and the Discretionary Credit Obligations, and willmake all payments in respect of all principal, interest and other amounts owingunder the Credit Agreement and the other Credit Documents in the amounts and,except as expressly waived hereby, at the times required by the Loan Agreement.

 

(c)          Severability. In case any of the provisions of this Waiver shall for anyreason be held to be invalid, illegal, or unenforceable, such invalidity,illegality, or unenforceability shall not affect any other provision hereof,and this Waiver shall be construed as if such invalid, illegal, orunenforceable provision had never been contained herein.

 

(d)         Executionin Counterparts. ThisWaiver may be executed in any number of counterparts, all of which takentogether shall constitute one and the same instrument, and any party hereto mayexecute this Waiver by signing one or more counterparts. Delivery of anexecuted counterpart of a signature page to this Waiver by

 

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facsimile or telecopier shall be effective as delivery of an originallyexecuted counterpart of this Waiver.

 

(e)          GoverningLaw. This Waiver shall be governed by,and construed and interpreted in accordance with, the laws of the State of NewYork without giving effect to the conflict of law principles thereof; provided,however, that the Agent and the Lenders shall retain all rights underfederal law.

 

(f)            Rightsof Third Parties. Allprovisions herein are imposed solely and exclusively for the benefit of theBorrower, the Agent, the Lenders, and their permitted successors and assigns,and no other Person shall be a direct or indirect legal beneficiary of, or haveany direct or indirect cause of action or claim in connection with this Waiveror any of the other Credit Documents.

 

**(g)****        ****COMPLETE AGREEMENT****. THIS WRITTEN WAIVER AND THE OTHER WRITTENAGREEMENTS ENTERED INTO AMONG THE PARTIES REPRESENT THE FINAL AGREEMENT AMONGTHE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NOUNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.**

 

 

[SIGNATURES FOLLOW]

 

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INWITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executedand delivered by their proper and duly authorized officers as of the day andyear 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/ John A. Binko |   |
|   | Name:                                           | John A. Binko |   |
|   | Title:                                          | Vice President |   |
|   |                                            |
|   |                                            |
|   | The Renco Group, Inc.                      |
|   | 30 Rockefeller Plaza                            |
|   | New York, New York 10112                        |
|   | Telecopy: (212) 541-6197                        |
|        |                                                 |  |  |  |  |  |  |

 

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