**Exhibit 10.5.15**

 

[Execution Version]

 

AMENDMENT NO. 3

TO

AMENDED ANDRESTATED LOAN AND SECURITY AGREEMENT

 

AMENDMENT NO. 3 TO AMENDED AND RESTATEDLOAN AND SECURITY AGREEMENT, dated as of October 14, 2005, by and amongWachovia Bank, National Association, as agent (in such capacity, “Agent”) foritself and the financial institutions from time to time party to the LoanAgreement (as hereinafter defined), as lenders (collectively, together withAgent, “Lenders”), The CIT Group/Business Credit, Inc., as co-agent (insuch capacity, “Co-Agent”), The Doe Run Resources Corporation (“Doe Run”), TheBuick Resource Recycling Facility LLC (“Buick Smelting”), Fabricated Products, Inc.,(“Fabricated Products”, and together with the Doe Run and Buick Smelting, eachindividually a “Borrower” and collectively, “Borrowers”) and DR Land Holdings,LLC (“Guarantor”).

 

W I T N E S S E T H :

 

WHEREAS, Agent, Co-Agent, Lenders, Borrowersand Guarantor have entered into financing arrangements pursuant to which Agentand Lenders have made and may make loans and advances to Borrowers as setforth in the Amended and Restated Loan and Security Agreement, dated October 29,2002, by and among Agent, Co-Agent, Lenders, Borrowers and Guarantor, asamended by Amendment No. 1 to Amended and Restated Loan and SecurityAgreement, dated March 11, 2003, Amendment No. 2 to Amended andRestated Loan and Security Agreement, dated as of April 9, 2004, and asfurther amended by this Amendment No. 3 to Amended and Restated Loan andSecurity Agreement (this “Amendment”), dated as of the date hereof (as the samenow exists or may hereafter be amended, modified, supplemented, extended,renewed, restated or replaced, the “Loan Agreement”) and other agreements,documents and instruments referred to therein or at any time executed ordelivered in connection therewith or related thereto (all of the foregoing,together with the Loan Agreement, as the same now exist or may hereafterbe amended, modified, supplemented, extended, renewed, restated or replaced,being collectively referred to herein as the “Financing Agreements”);

 

WHEREAS, Borrowers have requested that Agentand Lenders agree to (a) extend the term of the Financing Agreements to August 29,2008, (b) lower and revise the method of calculating the Interest Rate, (c) increasethe sublimit on the amount of Letter of Credit Accommodations that may bemade available under the Loan Agreement to $20,000,000, (d) eliminate therequirement that Borrowers maintain a minimum amount of Consolidated Net Worth,revise the minimum amounts of EBITDA that Borrowers and their Subsidiaries arerequired to maintain, amend the minimum Fixed Charge Coverage Ratio thatBorrowers and their Subsidiaries are required to maintain and modify themaximum amount of Capital Expenditures that Borrowers and their Subsidiariesare permitted to make, (e) terminate the Supplemental Loan Credit Facilityand (f) enter into certain other amendments to the Loan Agreement;

 

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WHEREAS, Agent, Co-Agent and Lenders arewilling to agree to such extension and amendments, subject to the terms andconditions herein; and

 

WHEREAS, by this Amendment, Agent, Lenders,Borrowers and Guarantor desire and intend to evidence such extension andamendments;

 

NOW THEREFORE, in consideration of theforegoing and the mutual agreements and covenants contained herein, the partieshereto agree as follows:

 

# Section 1.                                            Definitions.

#  

## 1.1                                 AdditionalDefinitions.

##  

### (a)                                  “Adjusted EurodollarRate” shall mean, with respect to each Interest Period for any Eurodollar RateLoan comprising part of the same borrowing (including conversions,extensions and renewals), the rate per annum determined by dividing (i) theLondon Interbank Offered Rate for such Interest Period by (ii) apercentage equal to: (A) one (1) minus (B) the Reserve Percentage.For purposes hereof, “Reserve Percentage” shall mean for any day, thatpercentage (expressed as a decimal) which is in effect from time to time underRegulation D of the Board of Governors of the Federal Reserve System (or anysuccessor), as such regulation may be amended from time to time or anysuccessor regulation, as the maximum reserve requirement (including, withoutlimitation, any basic, supplemental, emergency, special, or marginal reserves)applicable with respect to “Eurocurrency liabilities” (as that term is definedin Regulation D), or against any other category of liabilities that includesdeposits by reference to which the interest rate of Eurodollar Loans isdetermined, whether or not any Lender has any Eurocurrency liabilities subjectto such reserve requirement at that time. Eurodollar Loans shall be deemed toconstitute Eurocurrency liabilities and as such shall be deemed subject toreserve requirements without benefits of credits for proration, exceptions oroffsets that may be available from time to time to a Lender. The AdjustedEurodollar Rate shall be adjusted automatically on and as of the effective dateof any change in the Reserve Percentage.

###  

### (b)                                 “Applicable Margin”shall mean, at any time, as to the Interest Rate for Prime Rate Loans and theInterest Rate for Eurodollar Rate Loans, the applicable percentage (on a perannum basis) set forth below if the Quarterly Average Excess Availability forthe immediately preceding fiscal quarter is at or within the amounts indicatedfor such percentage:

 
| **Tier** | ** ** | **Quarterly Average  Excess Availability**            | ** ** | **Applicable  Prime Rate  Margin** | ** ** | **Applicable  Eurodollar  Rate Margin** | ** ** |
|----------|------------|-----------------------------------------------------------------|------------|-----------------------------------------|------------|----------------------------------------------|------------|
| 1        |       | $15,000,000 or more                                             |       | .25                                     | %          | 2.50                                         | %          |
| 2        |       | Greater than or equal to $10,000,000 and  less than $15,000,000 |       | .50                                     | %          | 2.75                                         | %          |

 

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| 3 |   | Greater than or equal to $5,000,000 and  less than $10,000,000 |   | .75  | % | 3.00 | % |
|---|--------|----------------------------------------------------------------|--------|------|---|------|---|
| 4 |   | Less than $5,000,000                                           |   | 1.00 | % | 3.25 | % |

 

### ; provided, that, the Applicable Margin shall becalculated and established once, effective as of the first (1st) dayof the second month of each fiscal quarter, commencing with the fiscal quarterbeginning on February 1, 2006 and shall remain in effect until adjustedthereafter on the first (1st) day of the second month of each fiscalquarter thereafter.

###  

### (c)                                  “Carry Over CapitalExpenditures” shall mean the amount of Capital Expenditures not made byBorrowers in a period that Borrowers would otherwise be permitted to make insuch period as provided by Section 7.22 of the Loan Agreement.

###  

### (d)                                 “Default” shall meanan act, condition or event which with notice or passage of time or both wouldconstitute an Event of Default.

###  

### (e)                                  “Eurodollar RateLoans” shall mean any Loans or portion thereof with respect to which interestis payable based on the Adjusted Eurodollar Rate in accordance with the termsof the Loan Agreement.

###  

### (f)                                    “Interest Period”shall mean for any Eurodollar Rate Loan, a period of approximately one (1), two(2), three (3) or six (6) months duration as any Borrower (orAdministrative Borrower on behalf of such Borrower) may elect, the exactduration to be determined in accordance with the customary practice in theapplicable London interbank market; provided, that, such Borrower(or Administrative Borrower on behalf of such Borrower) may not elect anInterest Period which will end after the last day of the then-current term ofthe Loan Agreement.

###  

### (g)                                 “London InterbankOffered Rate” shall mean, with respect to any Eurodollar Rate Loan for theInterest Period applicable thereto, the rate of interest per annum (roundedupwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750(or any successor page) as the London interbank offered rate for deposits inU.S. Dollars at approximately 11:00 A.M. (London time) two (2) BusinessDays prior to the first day of such Interest Period for a term comparable tosuch Interest Period; provided, that, if more than one rate is specified onTelerate Page 3750, the applicable rate shall be the arithmetic mean ofall such rates. If, for any reason, such rate is not available, the term “LondonInterbank Offered Rate” shall mean, with respect to any Eurodollar Loan for theInterest Period applicable thereto, the rate of interest per annum (roundedupwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters ScreenLIBO Page as the London interbank offered rate for deposits in Dollars atapproximately 11:00 A.M. (London time) two (2)  Business Days priorto the first day of such Interest Period for a term comparable to such InterestPeriod; provided, however, if more than one rate is specified on Reuters ScreenLIBO Page, the applicable rate shall be the arithmetic mean of all such rates.

 

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### (h)                                 “Prime Rate Loans”shall mean any Loans or portion thereof on which interest is payable based onthe Prime Rate in accordance with the terms thereof.

###  

### (i)                                     “Quarterly AverageExcess Availability” shall mean, at any time, the average of the aggregateamount of the Excess Availability of Borrowers for the immediately precedingfiscal quarter based on the books and records of Agent reported to Borrowers(or to Administrative Borrower on behalf of Borrowers).

###  

## 1.2                                 Amendments toDefinitions.

##  

### (a)                                  Agent.

###  

#### (i)                                     All references tothe term “Agent” in the Loan Agreement shall be deemed and each such referenceis hereby amended to mean Wachovia Bank, National Association, a nationalbanking association, successor by merger to Congress Financial Corporation, inits capacity as administrative agent and collateral agent on behalf of Lenderspursuant to the terms hereof and any replacement or successor agent hereunder.

####  

#### (ii)                                  All references to theterm “Agent” in the Financing Agreements, other than the Loan Agreement, shallbe deemed and each such reference is hereby amended to mean Wachovia Bank,National Association, a national banking association, successor by merger toCongress Financial Corporation, in its capacity as administrative agent andcollateral agent on behalf of Lenders pursuant to the terms of the LoanAgreement and any replacement or successor agent under the Loan Agreement.

####  

### (b)                                 Borrowing Base LoanLimit. All references to the term “Borrowing Base Loan Limit” in the LoanAgreement and the other Financing Agreements shall be deemed and each suchreference is hereby amended to mean, as to each Borrower the lesser of: (i) theBorrowing Base of such Borrower (subject to the limitations set forth in Section 3.1(b) ofthe Loan Agreement) or (ii) the Maximum Credit minus the sum of (A) theaggregate amount of all Borrowing Base Loans outstanding to the other Borrowersplus (B) the amount of all then outstanding Letter of CreditAccommodations.

###  

### (c)                                  Business Day.All references to the term “Business Day” in the Loan Agreement and the otherFinancing Agreements shall be deemed and each such reference is hereby amendedto mean any day other than a Saturday, Sunday, or other day on which commercialbanks are authorized or required to close under the laws of the State of NewYork or the State of North Carolina, and a day on which Agent is open for thetransaction of business, except that if a determination of a Business Day shallrelate to any Eurodollar Rate Loans, the term Business Day shall also excludeany day on which banks are closed for dealings in dollar deposits in the Londoninterbank market or other applicable London interbank market.

###  

### (d)                                 Congress. Allreferences to the term “Congress” in the Loan Agreement and the other FinancingAgreements shall be deemed and each such reference is hereby re-designated “Wachovia”and amended to mean Wachovia Bank, National Association, in its individualcapacity, and its successors and assigns.

 

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### (e)                                  Fixed Charges.All references to the term “Fixed Charges “ in the Loan Agreement and the otherFinancing Agreements shall be deemed and each such reference is hereby amendedto mean, as to any Person and its Subsidiaries (in the case of Doe Run and itsSubsidiaries, excluding Doe Run Cayman and its Subsidiaries), with respect toany period the sum of, without duplication, (i) all Net Interest Expense, plus(ii) all Capital Expenditures, plus (iii) all regularlyscheduled (as determined at the beginning of the respective period) principalpayments of Indebtedness for borrowed money (including any mandatory principalpayments in respect thereof) and Indebtedness with respect to Capital LeaseObligations (and without duplicating in items (i) and (iii) of thisdefinition, the interest component with respect to Indebtedness under CapitalLeases Obligations), plus (iv) any cash payments in respect of anydefined pension benefit plan in excess of the amount deducted in respectthereof in calculating Consolidated Net Income. The foregoing shall not beconstrued to include principal payments on Indebtedness arising pursuant torevolving loans and advances under the Loan Agreement or principal payments onIndebtedness arising pursuant to the term loan under the Term Loan Agreement.

###  

### (f)                                    Interest Rate.All references to the term “Interest Rate” in the Loan Agreement and the otherFinancing Agreements shall be deemed and each such reference is hereby amendedto mean the following:

###  

#### (i)                                     Subject toadjustment as provided in clause (ii) of this definition below:

####  

##### (A)                              as to Prime Rate Loans, arate equal to three-quarters of one percent (3/4%) per annum in excess of thePrime Rate, and

#####  

##### (B)                                as to Eurodollar RateLoans, a rate equal to three (3%) percent per annum in excess of the Adjusted Eurodollar Rate (in eachcase, based on the London Interbank Offered Rate applicable for the InterestPeriod selected by a Borrower, or by Administrative Borrower on behalf of suchBorrower, as in effect two (2) Business Days prior to the commencement ofthe Interest Period, whether such rate is higher or lower than any ratepreviously quoted to any Borrower or Guarantor).

#####  

#### (ii)                                  Subject to clause (iii) ofthis definition below, effective as of the first (1st) day of the second monthof each fiscal quarter (commencing with the quarter beginning on February 1,2006), the Interest Rate payable by each Borrower shall be increased ordecreased, as the case may be, (A) as to Prime Rate Loans, to therate equal to the Applicable Margin for Prime Rate Loans on a per annum basisin excess of the Prime Rate and (B) as to Eurodollar Rate Loans, to therate equal to the Applicable Margin for Eurodollar Rate Loans on a per annumbasis in excess of the Adjusted Eurodollar Rate as may be in effect fromtime to time for any Interest Period.

####  

#### (iii)                               Notwithstanding anythingto the contrary contained in clauses (i) and (ii) of this definition,the Applicable Margin otherwise used to calculate the Interest Rate for PrimeRate Loans and Eurodollar Rate Loans shall be the highest percentage set forthin the definition of the term Applicable Margin for each category of Loans(without regard to the amount of Quarterly Average Excess Availability) plusAgent may, at its option, and upon the

 

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#### written direction of Majority Lenders shall, as to Prime Rate Loans,increase such rate to a rate three (3%) percent per annum above the Prime Rateand, as to Eurodollar Rate Loans, increase such rate to a rate five and onequarter (5.25%) percent per annum above the Adjusted Eurodollar Rate at anytime without notice (a) for the period on and after (i) the date oftermination or non-renewal of the Financing Agreements until such time as allObligations are indefeasibly paid in full (notwithstanding entry of anyjudgment against a Borrower), or (ii) the date of any Event of Default,and for so long as such Event of Default exists or is continuing, as determinedby Agent and (b) on the Borrowing Base Loans at any time outstanding inexcess of the Borrowing Base of such Borrower or the Borrowing Base Loan Limitof such Borrower (whether or not such excess(es) arise or are made with orwithout Agent’s knowledge or consent and whether made before or after an Eventof Default).

####  

### (g)                                 Letter of CreditAccommodations. All references to the term “Letter of Credit Accommodations”in the Loan Agreement and the other Financing Agreements shall be deemed andeach such reference is hereby amended to mean the Borrowing Base LCAccommodations.

###  

### (h)                                 Loans. Allreferences to the term “Loans” in the Loan Agreement and the other FinancingAgreements shall be deemed and each such reference is hereby amended to meanthe Borrowing Base Loans.

###  

## 1.3                                 Interpretation.For purposes of this Amendment, unless otherwise defined herein, all terms usedherein shall have the respective meanings assigned to such terms in the LoanAgreement.

##  

# Section 2.                                            InterestRate.

#  

## 2.1                                 Effective as of thedate hereof, the Interest Rate shall be revised to be the Interest Rate asamended hereby and shall thereafter be calculated at the Applicable Rate inaccordance with the terms and conditions of the Loan Agreement as amendedhereby.

##  

## 2.2                                 Section 3.8 ofthe Loan Agreement is hereby deleted and replaced with the following:

##  

##                                                 “3.8  Interest.

##  

## (a)                                  Borrowers shall payto Agent, for the ratable benefit of Lenders, interest on the outstandingprincipal amount of the Loans at the Interest Rate. All interest accruinghereunder on and after the date of any Event of Default or termination hereofshall be payable on demand.

##  

## (b)                                 Each Borrower (orAdministrative Borrower on behalf of such Borrower) may from time to timerequest Eurodollar Rate Loans or may request that Prime Rate Loans beconverted to Eurodollar Rate Loans or that any existing Eurodollar Rate Loanscontinue for an additional Interest Period. Such request from a Borrower (orAdministrative Borrower on behalf of such Borrower) shall specify the amount ofthe Eurodollar Rate Loans or the amount of the Prime Rate Loans to be convertedto Eurodollar Rate Loans or the amount of the Eurodollar Rate Loans to becontinued

 

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## (subject to the limits set forth below) andthe Interest Period to be applicable to such Eurodollar Rate Loans. Subject tothe terms and conditions contained herein, three (3) Business Days afterreceipt by Agent of such a request from a Borrower (or Administrative Borroweron behalf of such Borrower), such Eurodollar Rate Loans shall be made or PrimeRate Loans shall be converted to Eurodollar Rate Loans or such Eurodollar RateLoans shall continue, as the case may be, provided, that, (i) noDefault or Event of Default shall exist or have occurred and be continuing, (ii) noparty hereto shall have sent any notice of termination of this Agreement, (iii) suchBorrower (or Administrative Borrower on behalf of such Borrower) shall havecomplied with such customary procedures as are established by Agent andspecified by Agent to Administrative Borrower from time to time for requests byBorrowers for Eurodollar Rate Loans, (iv) no more than four (4) InterestPeriods may be in effect at any one time, (v) the aggregate amount ofthe Eurodollar Rate Loans must be in an amount not less than $5,000,000 or anintegral multiple of $1,000,000 in excess thereof, (vi) the maximum amountof the Eurodollar Rate Loans in the aggregate at any time requested byBorrowers shall not exceed the amount equal to eighty (80%) percent of thelowest principal amount of the Borrowing Base Loans which it is anticipatedwill be outstanding during the applicable Interest Period, in each case asdetermined by Agent in good faith (but with no obligation of Agent or Lendersto make such Loans), and (vii) Agent and each Lender shall have determinedthat the Interest Period or Adjusted Eurodollar Rate is available to Agent andsuch Lender and can be readily determined as of the date of the request forsuch Eurodollar Rate Loan by such Borrower. Any request by or on behalf of aBorrower for Eurodollar Rate Loans or to convert Prime Rate Loans to EurodollarRate Loans or to continue any existing Eurodollar Rate Loans shall beirrevocable. Notwithstanding anything to the contrary contained herein, Agentand Lenders shall not be required to purchase United States Dollar deposits inthe London interbank market or other applicable Eurodollar Rate market to fundany Eurodollar Rate Loans, but the provisions hereof shall be deemed to applyas if Agent and Lenders had purchased such deposits to fund the Eurodollar RateLoans.

##  

## (c)                                  Any Eurodollar RateLoans shall automatically convert to Prime Rate Loans upon the last day of theapplicable Interest Period, unless Agent has received and approved a request tocontinue such Eurodollar Rate Loan (and unless Co-Agent has also received suchrequest), in each case, at least three (3) Business Days prior to suchlast day in accordance with the terms hereof. Any Eurodollar Rate Loans shall,at Agent’s option, upon notice by Agent to Administrative Borrower, besubsequently converted to Prime Rate Loans in the event that this Agreementshall terminate or not be renewed. Borrowers shall pay to Agent, for theratable benefit of Lenders, upon demand by Agent (or Agent may, at its option,charge any loan account of any Borrower) any amounts required to compensate anyLender or Participant for any loss (including loss of anticipated profits),cost or expense incurred by such person, as a result of the conversion ofEurodollar Rate Loans to Prime Rate Loans pursuant to any of the foregoing.

##  

## (d)                                 Interest shall bepayable by Borrowers to Agent, for the account of Lenders, monthly in arrearsnot later than the first day of each calendar month and shall be calculated onthe basis of a three hundred sixty (360) day year and actual days elapsed. Theinterest rate on non-contingent Obligations (other than Eurodollar Rate Loans)shall

 

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## increase or decrease by an amount equal toeach increase or decrease in the Prime Rate effective on the first day of themonth after any change in such Prime Rate is announced based on the Prime Ratein effect on the last day of the month in which any such change occurs. In noevent shall charges constituting interest payable by Borrowers to Agent andLenders exceed the maximum amount or the rate permitted under any applicablelaw or regulation, and if any such part or provision of this Agreement isin contravention of any such law or regulation, such part or provisionshall be deemed amended to conform thereto.

##  

(e)                                  Ifthe closing daily balance in all of the loan account(s) of Borrowers on a combinedbasis as of any day is a credit balance, so long as (i) no Event ofDefault or act, condition or event which with notice or passage of time or bothwould constitute an Event of Default exists or has occurred and is continuing,and (ii) Excess Availability is at least $1.00, Lender shall, on the firstday of the next month, credit the loan account(s) of Borrowers with, in total,an amount calculated upon such credit balance at the rate of the Prime Rate. Suchamount to be credited shall be calculated on the basis of a three hundred sixty(360) day year and actual days elapsed. The Prime Rate used to calculate suchcredit to the loan account(s) of Borrowers shall increase or decrease by anamount equal to such increase or decrease in such Prime Rate effective on thefirst day of the month after any change in such Prime Rate is announced basedon the Prime Rate in effect on the last day of the month in which any suchchange occurs.”

 

## 2.3                                 Effective as of thedate hereof, Section 3.6 of the Loan Agreement is hereby deleted andreplaced with the following:

##  

“3.6  Changes in Laws and Increased Costs ofLoans.

 

                                                (a) If after the date hereof, either (i) any change in, or in theinterpretation of, any law or regulation is introduced, including, withoutlimitation, with respect to reserve requirements, applicable to Lender or anybanking or financial institution from whom any Lender borrows funds or obtainscredit (a “Funding Bank”), or (ii) a Funding Bank or any Lender complieswith any future guideline or request from any central bank or otherGovernmental Authority or (iii) a Funding Bank or any Lender determinesthat the adoption of any applicable law, rule or regulation regardingcapital adequacy, or any change therein, or any change in the interpretation oradministration thereof by any Governmental Authority, central bank orcomparable agency charged with the interpretation or administration thereof hasor would have the effect described below, or a Funding Bank or any Lendercomplies with any request or directive regarding capital adequacy (whether ornot having the force of law) of any such authority, central bank or comparableagency, and in the case of any event set forth in this clause (iii), suchadoption, change or compliance has or would have the direct or indirect effectof reducing the rate of return on any Lender’s capital as a consequence of itsobligations hereunder to a level below that which such Lender could haveachieved but for such adoption, change or compliance (taking into considerationthe Funding Bank’s or Lender’s policies with respect to capital adequacy) by anamount deemed by such Lender to be material, and the result of any of theforegoing events described in clauses (i), (ii) or

 

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(iii) is or results in an increase inthe cost to any Lender of funding or maintaining the Loans, the Letter ofCredit Accommodation or its Commitment, then Borrowers and Guarantor shall fromtime to time upon demand by Agent pay to Agent additional amounts sufficient toindemnify such Lender, as the case may be, against such increased cost onan after-tax basis (after taking into account applicable deductions and creditsin respect of the amount indemnified). A certificate as to the amount of suchincreased cost shall be submitted to Administrative Borrower by Agent and shallbe conclusive, absent manifest error.

 

(b)  Ifprior to the first day of any Interest Period, (i) Agent shall havedetermined in good faith (which determination shall be conclusive and bindingupon Borrowers and Guarantor) that, by reason of circumstances affecting therelevant market, adequate and reasonable means do not exist for ascertainingthe Eurodollar Rate for such Interest Period, (ii) Agent has receivednotice from the Majority Lenders that the Eurodollar Rate determined or to bedetermined for such Interest Period will not adequately and fairly reflect thecost to Lenders of making or maintaining Eurodollar Rate Loans during suchInterest Period, or (iii) Dollar deposits in the principal amounts of theEurodollar Rate Loans to which such Interest Period is to be applicable are notgenerally available in the London interbank market, Agent shall give telecopyor telephonic notice thereof to Administrative Borrower as soon as practicablethereafter, and will also give prompt written notice to Administrative Borrowerwhen such conditions no longer exist. If such notice is given (A) anyEurodollar Rate Loans requested to be made on the first day of such InterestPeriod shall be made as Prime Rate Loans, (B) any Loans that were to havebeen converted on the first day of such Interest Period to or continued asEurodollar Rate Loans shall be converted to or continued as Prime Rate Loansand (C) each outstanding Eurodollar Rate Loan shall be converted, on thelast day of the then-current Interest Period thereof, to Prime Rate Loans. Untilsuch notice has been withdrawn by Agent, no further Eurodollar Rate Loans shallbe made or continued as such, nor shall any Borrower (or Administrative Borroweron behalf of any Borrower) have the right to convert Prime Rate Loans toEurodollar Rate Loans.

 

(c) Notwithstanding any other provision herein, if the adoption of or any change inany law, treaty, rule or regulation or final, non-appealable determinationof an arbitrator or a court or other Governmental Authority or in theinterpretation or application thereof occurring after the date hereof shallmake it unlawful for Agent or any Lender to make or maintain Eurodollar RateLoans as contemplated by this Agreement, (i) Agent or such Lender shallpromptly give written notice of such circumstances to Administrative Borrower(which notice shall be withdrawn whenever such circumstances no longer exist), (ii) thecommitment of such Lender hereunder to make Eurodollar Rate Loans, continueEurodollar Rate Loans as such and convert Prime Rate Loans to Eurodollar RateLoans shall forthwith be canceled and, until such time as it shall no longer beunlawful for such Lender to make or maintain Eurodollar Rate Loans, such Lendershall then have a commitment only to make a Prime Rate Loan when a EurodollarRate Loan is requested and (iii) such Lender’s Loans then outstanding asEurodollar Rate Loans, if any, shall be converted automatically to Prime RateLoans on the respective last days of the then current Interest Periods withrespect to such Loans or within such earlier period as required by law. If anysuch conversion of a Eurodollar Rate Loan occurs on a

 

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day which is not the last day of the thencurrent Interest Period with respect thereto, Borrowers and Guarantor shall payto such Lender such amounts, if any, as may be required pursuant to Section 3.6(d) hereof.

 

(d) Borrowers and Guarantor shall indemnify Agent and each Lender and to hold Agentand each Lender harmless from any loss or expense which Agent or such Lender may sustainor incur as a consequence of (i) default by Borrower in making a borrowingof, conversion into or extension of Eurodollar Rate Loans after such Borrower(or Administrative Borrower on behalf of such Borrower) has given a noticerequesting the same in accordance with the provisions of this Agreement, (ii) defaultby any Borrower in making any prepayment of a Eurodollar Rate Loan after suchBorrower has given a notice thereof in accordance with the provisions of thisAgreement, and (iii) the making of a prepayment of Eurodollar Rate Loanson a day which is not the last day of an Interest Period with respect thereto. Withrespect to Eurodollar Rate Loans, such indemnification may include anamount equal to the excess, if any, of (A) the amount of interest whichwould have accrued on the amount so prepaid, or not so borrowed, converted orextended, for the period from the date of such prepayment or of such failure toborrow, convert or extend to the last day of the applicable Interest Period(or, in the case of a failure to borrow, convert or extend, the Interest Periodthat would have commenced on the date of such failure) in each case at theapplicable rate of interest for such Eurodollar Rate Loans provided for hereinover (B) the amount of interest (as determined by such Agent or suchLender) which would have accrued to Agent or such Lender on such amount byplacing such amount on deposit for a comparable period with leading banks inthe interbank Eurodollar market. This covenant shall survive the termination ornon-renewal of this Loan Agreement and the payment of the Obligations.”

 

## 2.4                                 Effective as of thedate hereof, Section 9.2(b) of the Loan Agreement is hereby amendedby adding a new sentence at the end of Section 9.2(b) as a new clause(ix) immediately after Section 9.2(b)(viii) as follows:

##  

## “(ix)  Notwithstanding anything to thecontrary contained in this Agreement, (i) unless so directed byAdministrative Borrower, or unless a Default or an Event of Default shall existor have occurred and be continuing, Agent shall not apply any payments which itreceives to any Eurodollar Rate Loans, except (A) on the expiration dateof the Interest Period applicable to any such Eurodollar Rate Loans or (B) inthe event that there are no outstanding Prime Rate Loans and (ii) to theextent any Borrower uses any proceeds of the Loans or Letter of CreditAccommodations to acquire rights in or the use of any Collateral or to repayany Indebtedness used to acquire rights in or the use of any Collateral,payments in respect of the Obligations shall be deemed applied first to theObligations arising from Loans and Letter of Credit Accommodations that were notused for such purposes and second to the Obligations arising from Loans andLetter of Credit Accommodations the proceeds of which were used to acquirerights in or the use of any Collateral in the chronological order in which suchBorrower acquired such rights in or the use of such Collateral.”

 

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# Section 3.                                            Terminationof Supplemental Loan Credit Facility.

#  

## 3.1                                 Borrowers andGuarantor hereby confirm, acknowledge and agree that as of the date hereof (a) there are no Supplemental Loans or Supplemental Letter of Credit Accommodationsoutstanding and (b) all Obligations in respect of any Supplemental Loansor Supplemental Letter of Credit Accommodations have been paid in full.

##  

## 3.2                                 Notwithstandinganything to the contrary contained in the Loan Agreement, the Supplemental LoanCredit Facility is hereby terminated and Agent and Lenders shall be under noobligations to make any Supplemental Loans or issue any Supplemental Letter ofCredit Accommodations. Any references to the terms “Supplemental Loan CreditFacility”, “Supplemental Loans” or “Supplemental Letter of CreditAccommodations” in the Loan Agreement or any of the other Financing Agreementsshall be deemed to have no further force or effect.

##  

## 3.3                                 Effective as of thedate hereof, the following amendments to the Loan Agreement shall be deemed tobe and are hereby made:

##  

### (a)                                  Section 3.3 ishereby deleted and replaced with the following: “3.3 [Intentionally Omitted]”.

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## 3.4                                 The Renco JuniorParticipation Agreement shall be terminated and of no further force and effect.

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# Section 4.                                            Lettersof Credit. The reference to the amount “$10,000,000” in the first sentenceof Section 3.2 (d) of the Loans Agreement is hereby deleted andreplaced with the amount “$20,000,000”.

#  

# Section 5.                                            Indebtedness.Section 7.3(m)(vi) is hereby amended by deleting the word “and” andclause (F), adding the word “and” between the comma and clause (E), andreplacing clause (C) with the following:

#  

 “(C) commencingon and after October 29, 2005, Doe Run may pay the principal amountof such Indebtedness in whole or in part and in accordance with the termsof the Term Loan Intercreditor Agreement, so long as (1) Doe Run providesAgent with two (2) Business Days’ prior written notice of the intention ofDoe Run or its Subsidiaries to make any such payment, (2) if Doe Run doesnot pay the principal amount of such Indebtedness in full, such partialpayments shall be in the principal amount of not less than $1,000,000 or suchlesser amount if the then outstanding balance in respect of such Indebtednessowed by Borrowers to Term Loan Lenders is less than $1,000,000, (3) as ofthe date of such payment and after giving effect thereto, the ExcessAvailability of Borrowers (calculated without reference to clause (a)(ii)(C) or(b)(ii)(C) of the definition of “Excess Availability”) shall be not lessthan $7,500,000 in the aggregate, and (4) as of the date of such paymentand after giving effect thereto, no Event of Default, or act, condition orevent which with notice or passage of time or both would constitute an Event ofDefault, exists or has occurred and is continuing,”

 

# Section 6.                                            CapitalExpenditures. Section 7.22 of the Loan Agreement is hereby deleted andreplaced with the following:

 

11

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“7.22  Capital Expenditures. Borrowers andtheir Subsidiaries (other than Doe Run Cayman and its Subsidiaries), shall not,directly or indirectly, make or commit to make (other than contracts for suchexpenditures where payments for such expenditures are to be made in anysubsequent fiscal year subject to the limitations set forth in this Section 7.22),whether through purchase, capital leases or otherwise, Capital Expenditures ona combined basis for all Borrowers for the periods set forth below

 

(a) duringthe fiscal year ending October 31, 2005, an aggregate amount not to exceed**$**20,000,000;

 

(b) duringthe fiscal year ending October 31, 2006, an aggregate amount not to exceed**$**20,000,000 plus up to $5,000,000of Carry-Over Capital Expenditures from the immediately preceding fiscal year;

 

 (b) during the fiscal year ending October 31,2007, an aggregate amount not to **$**12,000,000plus up to $5,000,000 of Carry-Over Capital Expenditures from the immediatelypreceding fiscal year; and

 

                                                                                                (c) duringthe fiscal year ending October 31, 2008, an aggregate amount not to exceed**$**12,500,000 plus up to $5,000,000of Carry-Over Capital Expenditures from the immediately preceding fiscal year.”

 

# Section 7.                                            EBITDA.Section 7.23 of the Loan Agreement is hereby deleted and replaced with thefollowing:

#  

“7.23  EBITDA. Borrowers shall not, measuredas of the last day of any fiscal month, commencing with the fiscal month endingOctober 31, 2005 and each fiscal month thereafter, permit EBITDA ofBorrowers and their Subsidiaries, other than Doe Run Cayman and itsSubsidiaries, calculated based upon the immediately preceding twelve (12)months, to be less than the respective amount set forth below opposite suchfiscal month-end period:

 
| **Fiscal Month-End  Periods** | ** ** | **Cumulative Minimum  EBITDA** | ** ** |
|------------------------------------|------------|-------------------------------------|------------|
|                               |       |                                |       |
| (a)  October 31, 2005    |       | $                                   | 40,000,000 |   |
| (b)  November 30, 2005   |       | $                                   | 36,000,000 |   |
| (c)  December 31, 2005   |       | $                                   | 33,000,000 |   |
| (d)  January 31, 2006    |       | $                                   | 37,500,000 |   |
| (e)  February 28, 2006   |       | $                                   | 36,000,000 |   |
| (f)  March 31, 2006      |       | $                                   | 36,000,000 |   |
| (g)  April 30, 2006      |       | $                                   | 40,000,000 |   |

 

12

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| (h)  May 31, 2006                                         |   | $ | 42,000,000 |   |
|---------------------------------------------------------------------|--------|---|------------|--------|
| (i)  June 30, 2006                                        |   | $ | 42,000,000 |   |
| (j)  July 31, 2006                                        |   | $ | 45,000,000 |   |
| (k)  August 31, 2006                                      |   | $ | 45,000,000 |   |
| (l)  September 30, 2006                                   |   | $ | 45,000,000 |   |
| (m)  October 31, 2006                                     |   | $ | 45,000,000 |   |
| (n)  November 30, 2006                                    |   | $ | 45,000,000 |   |
| (o)  December 31, 2006                                    |   | $ | 45,000,000 |   |
| (p)  January 31, 2007                                     |   | $ | 45,000,000 |   |
| (q)  February 28, 2007                                    |   | $ | 46,000,000 |   |
| (r)  March 31, 2007                                       |   | $ | 46,000,000 |   |
| (s)  April 30, 2007                                       |   | $ | 45,000,000 |   |
| (t)  May 31, 2007                                         |   | $ | 44,000,000 |   |
| (u)  June 30, 2007                                        |   | $ | 43,000,000 |   |
| (v)  July 31, 2007                                        |   | $ | 42,000,000 |   |
| (w)  August 31, 2007                                      |   | $ | 42,000,000 |   |
| (x)  September 30, 2007 and each fiscal  month thereafter |   | $ | 40,000,000 | ” |

 

# Section 8.                                            FixedCharge Coverage Ratio. Section 7.24 of the Loan Agreement is herebydeleted and replaced with the following:

#  

# “7.24  FixedCharge Coverage Ratio. Borrowers shall not, measured as of the last day ofany fiscal quarter, commencing with the fiscal quarter ending October 31,2005 and each fiscal quarter thereafter, permit the Fixed Charge Coverage Ratioof Borrowers and their Subsidiaries, other than Doe Run Cayman and itsSubsidiaries, calculated based upon the immediately preceding four (4) fiscalquarters, to be less than the respective amount set forth below opposite suchfiscal quarter-end period:

#  

 
| **Fiscal Quarter  End YTD Period Ending** | ** ** | **Fixed Charge  Coverage Ratio** | ** ** |
|---------------------------------------------------------------|------------|--------------------------------------------|------------|
| (a)  October 31, 2005                               |       | .770 to 1                                  |       |
| (b)  January 31, 2006                               |       | .753 to 1                                  |       |

 

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| (c)  April 30, 2006                                    |   | .829 to 1 |   |
|------------------------------------------------------------------|--------|-----------|--------|
| (d)  July 31, 2006 and each fiscal quarter  thereafter |   | .900 to 1 |   |

#  

# Section 9.                                            ConsolidatedNet Worth. Section 7.10 of the Loan Agreement is hereby deleted andreplaced with the following:

#  

“7.10 Consolidated Net Worth. [IntentionallyOmitted]”

 

# Section 10.                                      Payments. Section 9.2(b) ofthe Loan Agreement is hereby deleted and replaced with the following:

#  

(b) Paymentsreceived, including but not limited to, payments made with the proceeds of anyLoans or the proceeds of any sale, disposition or other realization upon all orany part of the Collateral shall be applied to the Obligations in thefollowing order of priorities:

 

(i)   first, to the payment in full in cash orother immediately available funds of all costs, expenses and other charges ofAgent and Lenders under the Financing Agreements and all indemnities under theFinancing Agreements then due to Agent and Lenders;

 

(ii) second, to the payment in full in cash or other immediately available funds ofall fees payable by Borrowers under the Financing Agreements then due;

 

(iii)   third, to the payment in full in cash orother immediately available funds of all interest due in respect of all Loans(including all Borrowing Base Loans and Additional Loans (as defined in Section 12.14hereof) and Agent Advances);

 

(iv) fourth, to the payment in full in cash or other immediately available funds ofthe principal amount of all Agent Advances and Additional Loans;

 

(v) fifth, to the payment in full in cash or other immediately available funds ofthe principal amount of all Borrowing Base Loans;

 

(vi) sixth, to the payment in full in cash or other immediately available funds ofcash collateral for Letter of Credit Accommodations in an amount equal to onehundred ten (110%) percent of the amount of the Letter of Credit Accommodationsplus the amount of any fees and expenses payable in connection therewiththrough the end of the latest expiration date of the Letter of CreditAccommodations and any other cash collateral to be provided to Agent under theterms of the Financing Agreements; and

 

14

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(vii) seventh, to the payment in full in cash or other immediately available funds ofall other Obligations.

 

For purposes of the foregoing, “paid in full”or “payment in full” as to the Obligations means payment of all amounts owingunder the Financing Agreements, as applicable, according to the terms thereof,including but not limited to principal, fees, servicing fees, professionalfees, interest (including default interest and interest on interest and in eachcase specifically including interest accrued after the commencement of anyInsolvency Proceeding and any such interest that would have accrued but for thecommencement of any Insolvency Proceeding), and expense reimbursements, in eachcase whether or not the same is or would be or is allowed or allowable or isdisallowed in whole or in part in any Insolvency Proceeding.”

 

# Section 11.                                      Term.

#  

## 11.1                           The first sentence of Section 10.1(a) ofthe Loan Agreement is hereby deleted and replaced with the following:

##  

#                                                 “(a) This Agreement and the other Financing Agreements shall become effective as ofthe date hereof and this Agreement shall continue in full force and effect fora term ending on August 29, 2008 (the “Renewal Date”), and fromyear-to-year thereafter, unless sooner terminated pursuant to the terms hereof;provided, that, Agent, any Lender (as to such Lender), orBorrowers may terminate this Agreement and the other Financing Agreementseffective on the Renewal Date or on the anniversary of the Renewal Date in anysubsequent year by giving to the other parties hereto at least sixty (60) days’prior written notice; provided, that, in the event any one Lendershall send a notice of its intention to terminate this Agreement as to suchLender, any of the other Lenders may upon receipt of such notice purchasethe Commitment of the Lender sending such notice of termination.”

#  

## 11.2                           The first sentence of Section 10.1(e) ofthe Loan Agreement is hereby deleted and replaced with the following, effectivewith respect to any termination after the date hereof:

##  

“(e)                            Ifthis Agreement terminates upon the occurrence and during the continuance of anEvent of Default or at the request of a Borrower prior to the Renewal Date, inview of the impracticality and extreme difficulty of ascertaining actualdamages, and by mutual agreement of the parties as to a reasonable calculationof the lost profits of Agent and Lenders as a result thereof, Borrowers herebyagree to pay to Agent for the ratable benefit of Lenders, upon the effectivedate of such termination, a fee in the amount equal to:  (i) two (2%) percent of the MaximumCredit, from the date hereof through and including August 28, 2006; and (ii) one(1%) percent of the Maximum Credit, from and after August 29, 2006 to butnot including August 29, 2008. Such early termination fee shall bepresumed to be the amount of damages sustained by Agent and Lenders as a resultof such early termination and Borrowers and Guarantors agree that it isreasonable under the circumstances currently existing (including, but notlimited to, the borrowings that are reasonably expected by Borrowers hereunderand the interest, fees and other charges that are reasonably expected to bereceived by Agent and Lenders

 

15

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pursuant to the Credit Facility). The earlytermination fee provided for in this Section 10.1(f) shall be deemedincluded in the Obligations.”

 

# Section 12.                                      Expenses andAdditional Fees. The reference to the charge of “$750” per person per dayfor field exams set forth in clause (vi) of Section 10.2(a) ofthe Loan Agreement is deleted and replaced with the following:  “$850”.

#  

# Section 13.                                      Schedule 1.50- Account Debtors. Schedule 1.50 to the Loan Agreement entitled “ConcentrationCriteria for Specific Account Debtors” is deleted and replaced with the new Schedule 1.50attached hereto.

#  

# Section 14.                                      Amendment Fee.In consideration of this Amendment, Borrowers shall pay to Agent (for theaccount of Lenders based upon their Pro Rata Shares), an amendment fee of$375,000, which amount is fully earned and payable and may be chargeddirectly to Borrowers’ loan accounts maintained by Agent as follows:

#  

## 14.1                           $75,000 of such amount shallbe earned and paid to Agent on the date hereof; and

##  

## 14.2                           $300,000 of such amountshall be earned and paid to Agent on the date hereof (for the account ofLenders based upon their Pro Rata Shares).

##  

# Section 15.                                      AdditionalRepresentations, Warranties and Covenants. Each Borrower and Guarantorrepresents, warrants and covenants with and to Agent and Lenders as follows,which representations, warranties and covenants are continuing and shallsurvive the execution and delivery hereof, and the truth and accuracy of, orcompliance with each, together with the representations, warranties andcovenants in the other Financing Agreements, being a continuing condition ofthe making of Loans by Agent and Lenders to Borrowers:

#  

## 15.1                           This Amendment has been dulyexecuted and delivered by each Borrower and Guarantor and is in full force andeffect as of the date hereof and the agreements and obligations of eachBorrower and Guarantor contained herein constitutes legal, valid and bindingobligations of such Borrower or Guarantor enforceable against each of them inaccordance with their respective terms.

##  

## 15.2                           No action of, or filingwith, or consent or any governmental or public body or authority, and noapproval or consent of any other party, including, without limitation, NewSecured Note Trustee, any of the New Secured Noteholders, or any holder of theNew Warrants, is or will be required to authorize, or is or will be otherwiserequired in connection with, the execution, delivery and performance of thisAmendment or any of the agreements delivered pursuant hereto, other than theconsent of Term Loan Agent and Term Loan Lenders to extend the maturity date ofthe Term Loan Agreement.

##  

## 15.3                           After giving effect to theprovisions of the Third Amendment to Amended and Restated Loan and SecurityAgreement, dated as of the date hereof, between Doe Run and Term Loan Agent, noEvent of Default or act, condition or event which with notice or passage of timeor both would constitute an Event of Default exists or has occurred and iscontinuing on the date hereof.

 

16

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# Section 16.                                      ConditionsPrecedent. The effectiveness of the amendments contained herein shall besubject to the satisfaction of the following conditions precedent in a manneracceptable to Agent:

#  

## 16.1                           Agent shall have received,in form and substance satisfactory to Agent, an executed original orexecuted original counterparts of this Amendment, duly authorized, executed anddelivered by each Borrower and Guarantor;

##  

## 16.2                           each Borrower and Guarantorshall deliver, or cause to be delivered, to Agent a true and correct copy ofany consent, waiver or approval to or of this Amendment, which any Borrower orGuarantor is required to obtain from any other Person, and such consent,approval or waiver shall be in a form and substance satisfactory to Agent;

##  

## 16.3                           Agent shall have receivedcontemporaneously herewith, in form and substance satisfactory to Agent, evidenceof the termination of the Renco Junior Participation Agreement;

##  

## 16.4                           Agent shall have receivedcontemporaneously herewith, in form and substance satisfactory to Agent, aThird Amendment to Amended and Restated Loan and Security Agreement, dated asof the date hereof, between Doe Run and Term Loan Agent, among other things,extending the maturity date of Indebtedness in respect of the Term LoanDocuments, subject to the terms and conditions of the Loan Agreement as amendedhereby, together with any necessary consent of any third party;

##  

## 16.5                           Agent shall have received,in form and substance satisfactory to Agent, a Secretary’s or AssistantSecretary’s Certificate of Directors’ Resolutions evidencing the adoption andsubsistence of corporate resolutions approving the execution, delivery andperformance by such Borrower and Guarantor of this Amendment and anyagreements, documents or instruments to be delivered pursuant to thisAmendment; and

##  

## 16.6                           as of the date hereof, aftergiving effect to the provisions of the Third Amendment to Amended and RestatedLoan and Security Agreement, dated as of the date hereof, between Doe Run andTerm Loan Agent, no Event of Default or act, condition or event which withnotice or passage of time or both would constitute an Event of Default shallexist or have occurred and be continuing.

##  

# Section 17.                                      Effect of thisAmendment. Except as expressly set forth herein, no other amendments,consents, changes or modifications to the Financing Agreements are intended orimplied, and in all other respects the Financing Agreements are herebyspecifically ratified, restated and confirmed by all parties hereto as of thedate hereof and Borrowers shall not be entitled to any other or furtheramendment or consent by virtue of the provisions of this Amendment or withrespect to the subject matter of this Amendment. To the extent of conflictbetween the terms of this Amendment and the other Financing Agreements, theterms of this Amendment shall control. The Loan Agreement and this Amendmentshall be read and construed as one agreement.

#  

# Section 18.                                      FurtherAssurances. The parties hereto shall execute and deliver such additionaldocuments and take such additional action as may be necessary or desirableto effectuate the provisions and purposes of this Amendment

 

17

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# Section 19.                                      Governing Law.The validity, interpretation and enforcement of this Amendment whether incontract, tort, equity or otherwise, shall be governed by the internal laws ofthe State of New York but excluding any principles of conflict of laws or otherrule of law that would cause the application of the law of anyjurisdiction other than the laws of the State of New York.

#  

# Section 20.                                      Binding Effect.This Amendment shall be binding upon and inure to the benefit of each of theparties hereto and their respective successors and assigns.

#  

# Section 21.                                      Headings. Theheadings listed herein are for convenience only and do not constitute mattersto be construed in interpreting this Amendment.

#  

# Section 22.                                      Counterparts.This Amendment may be executed in any number of counterparts, but all ofsuch counterparts shall together constitute but one and the same agreement. Inmaking proof of this Amendment, it shall not be necessary to produce or accountfor more than one counterpart thereof signed by each of the parties hereto.Delivery of an executed counterpart of this Amendment by telefacsimileshall have the same force and effect as delivery of an original executedcounterpart of this Amendment. Any party delivering an executed counterpart ofthis Amendment by telefacsimile also shall deliver an original executed counterpart ofthis Amendment, but the failure to deliver an original executed counterpart shallnot affect the validity, enforceability, and binding effect of this Amendmentas to such party or any other party.

#  

[REMAINDER OF THIS PAGE INTENTIONALLYLEFT BLANK]

 

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IN WITNESS WHEREOF, the parties hereto havecaused this Amendment to be duly executed and delivered by their authorizedofficers as of the day and year first above written.

 

 
|   | THE DOE RUN RESOURCES CORPORATION    |
|--------|--------------------------------------|
|   |                                 |
|   | By:                                  |  /s/  David Chaput |   |
|   |                                 |
|   | Title:                               |  V.P  Finance, Treasurer & CFO |   |
|   |                                 |
|   |                                 |
|   | THE BUICK RESOURCE RECYCLING         |
|   | FACILITY LLC                         |
|   |                                 |
|   | By:                                  |  /s/  David Chaput |   |
|   |                                 |
|   | Title:                               |  V. P  Finance, CFO & Treasurer |   |
|   |                                 |
|   |                                 |
|   | FABRICATED PRODUCTS, INC.       |
|   |                                 |
|   | By:                                  |  /s/  David Chaput |   |
|   |                                 |
|   | Title:                               |  V. P  Finance, CFO & Treasurer |   |
|   |                                 |
|   |                                 |
|   | DR LAND HOLDINGS, LLC                |
|   |                                 |
|   | By:                                  |  /s/  David Chaput |   |
|   |                                 |
|   | Title:                               |  V.P  Doe Run Resources Corporation |   |
|   |                                 | as sole member DR Land Holdings, LLC |
|   |                                 |
|   |                                 |
|   | WACHOVIA BANK, NATIONAL ASSOCIATION, |
|   | as Agent and  Lender                 |
|   |                                 |
|   | By:                                  |  illegible signature |   |
|   |                                 |
|   | Title:                               | V.P |   |
|        |                                      |  |  |  |  |  |  |  |  |

 

[SIGNATURES CONTINUE ONFOLLOWING PAGE]

 

----

 

THE CIT GROUP/BUSINESS CREDIT, INC.,

  as Co-Agent and Lender

 

 
| By:    |  (illegible  signature) |   |
|--------|------------------------------|--------|
|   |
| Title: |                         |   |
|        |                              |        |  |

 

 

ACKNOWLEDGED:

 

 

THE RENCO GROUP, INC.

 
| By:    | /s/ John A. Binko |   |
|--------|-------------------|--------|
|   |
| Title: | Vice President    |   |
|        |                   |        |  |  |

 

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SCHEDULE 1.50

TO

AMENDED AND RESTATED LOAN ANDSECURITY AGREEMENT

 

ConcentrationCriteria for Specific Account Debtors

 
| **Account Debtor**        | ** ** | **Percentage of Total  Elegible Accounts** | ** ** |
|--------------------------------|------------|-----------------------------------------------------------|------------|
| ** **                     | ** ** | ** **                                                | ** ** |
| Johnson  Controls, Inc.   |       | 30                                                        | %          |
|                           |       |                                                      |       |
| East Penn  Mfg. Co., Inc. |       | 25                                                        | %          |
|                           |       |                                                      |       |
| Enersys, Inc.             |       | 15                                                        | %          |
|                           |       |                                                      |       |
| Hammond Lead  Products         |       | 15                                                        | %          |

 

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