**Exhibit 10.24.6**

 

Mr. Notary:

 

Please extend in your Registry of Public Deeds, one that evidences themodification to the Line of Credit Contract in Foreign Currency that celebrateson the one parte BANCO **DE CREDITO DEL PERU**,RUC No. 20100047218 with address at Calle Centenario No. 156, Urb. Las Laderasde Melgarejo, La Molina, Lima properly represented by Mr. Andres ArredondoBellido identified with DNI No. 10543236 and Jorge Mujica Gianoli, identifiedwith DNI NO. 09304830, according powers registered on entry No. 11009127 of theRegistry of Legal Entities in the Registry Office of Lima and Callao whohenceforth will be denominated ‘**THE BANK**”, andon the other **DOE RUN PERU S.R.L.**, with RUC NO.20376303811, with address at Av. Victor Andres Belaunde 147, Via Principal 155,Centro Empresarial Real – Torre Real 3, Floor 9, San Isidro, properlyrepresented by Mr. Albert Bruce Neil, identified with Identity Letter for ImmigrantNo. 000102841, with faculties for that effect according to powers registered inElectronic Entry No. 11015369 of the Registry of Legal Entities in Lima, whohenceforth will be denominated **DRP**; under thefollowing terms and conditions:

 

**FIRST:  ****                BACKGROUNDAND INTERPRETATION**

 
| 1.1    |   | The terms that appear capitalized in this  Modification have the same meaning that is attributed to them in the Line of  Credit Contract in Foreign Currency celebrated September 17, 2002 between **THE BANK**and **DRP**the same  which was elevated to Public Deed on September 25, 2002 by Lima Notary Doctor  Ricardo Ortiz de Zevallos Villaran (herein, the “Line of Credit Contract”),  by virtue of which a line of credit was granted to DRP under the terms and  conditions there established. |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.2    |   | On September 16, 2005, the Parties agreed  to extend the Final Expiration Date referred to on numeral 3.6 of the Third  Clause of the Line of Credit Contract until November 7, 2005.                                                                                                                                                                                                                                                                                                                               |

 

**SECOND:****             MODIFICATION**

 

By means of this modification, the Parties agree again to extend theFinal Date of Expiration referred to on numeral 3.6 of the Third Clause of theLine of Credit Contract until November 7, 2005.

 

**THIRD:****                  VALIDITYOF CREDITOR RIGHTS**

 

The extension of the Final Expiration Date of the Line of Credit Contractdoes not imply the renunciation by **THE BANK** to anycreditor right originated before the signing of this document.

 

----

 

No fault on the part of **THE BANK** toexercise, or any delay in exercising, any right, power or dispensation underthe Line of Credit Contract could be considered as a renunciation to suchrights, powers or dispensations; or the sole or partial execution of any of suchrights powers or dispensations will not be able to be considered as the evasionof the exercise of any other rights, powers or dispensations.

 

Any renunciation, dispensation and/or release shall be interpreted andexecuted in a restrictive manner and for the specific purposes for which it wasgranted.

 

**FOURTH: NON MODIFIED CLAUSES AND RATIFICATION**

 

The parties expressly agree that all the other Clauses and attachmentsof the Line of Credit Contract that have not suffered modifications accordingto the second Clause of this modification, remain unaltered and are expresslyratified.

 

The Line of Credit Contract, its attachments and this modificationconstitute the integral agreement amongst the parties, as it may be modified orcomplemented.

 

**FIFTH: GUARANTEES**

 

The parties expressly agree that the guarantees to which the GuaranteeContracts refer are maintained without modification or any variation and thoseremain guaranteeing all the obligations derived from the Line of CreditContract with the modification that is introduced into it by means of thiscontract.

 

Add to this Mr. Notary, the remaining clauses by law and rise thisminute to public deed.

 

Lima October 19, 2005

 

 
| /s/ Andres Arredondo Bellido |   |
|------------------------------|--------|
| Andres Arredondo Bellido     |
| Assistant Manager            |
|                         |
| /s/ Diego Peschiera Miffling |   |
| Diego Peschiera Miffling     |
| Attorney                     |
|                         |
| /s/ A. B. Neil               |   |
| Albert Bruce Neil            |
| Doe Run Peru S.R.L.          |
|                              |        |  |  |

 

----