**Exhibit 10.23.3**

 
| US$139,062,500.00 |   | September 12, 2002, Amended Effective  December 9, 2005 |
|-------------------|--------|-------------------------------------------------------------------|

 

**REVISED AND AMENDED SUBORDINATED PROMISSORYNOTE**

 

For value received, DOE RUN PERU S.R.L., with Taxpayer RegistrationNumber 20376303811, with domicile in Avenida Víctor Andrés Belaunde 147, VíaPrincipal 155, Centro Empresarial Real, Torre Real Tres, Piso 9, San Isidro,duly represented by Albert Bruce Neil, identified with Identity Card forResidents No 000102841, Jaime Zavala Costa, identified with Identity Card No 09176189, with power of attorney registered inthe Electronic Act No 11015369, Entry C00021, of the MercantileCompanies Book of the Lima Registry of Legal Entities (the **“Borrower”**), hereby promises to pay to orto the order of The Doe Run Resources Corporation, a company organized underthe laws of the State of New York and with offices and domicile at 1801 Park270 Drive Suite 300, St. Louis, MO 63146 United States of America (the **“Holder”**) or at such other location as theHolder shall have designated from time to time in writing, in lawful money ofthe United States of America and in immediately available funds, the principalsum of One hundred thirty-nine million, sixty-two thousand, five hundred andno/100 U.S. Dollars (U.S.$139,062,500.00) or such lesser principal amount as may thenbe outstanding hereunder. The Outstanding Principal Amount shall bear nointerest until the Initial Due Date, as defined below. If the same is not paidon or prior to the Initial Due Date, such Outstanding Principal Amount shallthereafter bear interest at a floating rate of interest per annum equal to thesum of (a) the rate (i) as quoted to the Borrower by Citibank, N.A.,New York office or other major New York or London commercial bank designated bythe Borrower from time to time, at which such bank is offered U.S. dollardeposits in the London Interbank Eurodollar Market in an amount equal to theprincipal amount to which such rate shall be applied, for one week borrowings,or (ii) as obtained by the Borrower from the display that appears as page “LIBOR”on the Reuters Monitor Money Rates Service (or such other page as may replacethe LIBOR page on that service for the purpose of displaying LondonInterbank Offered Rates of major banks) as of 11:00 am, London, England time (**“LIBOR”**) plus (b) 4%, calculated inarrears on the basis of a 360-day year for the actual number of days involvedand shall be paid in arrears semi-annually calculated from the Initial DueDate, or upon payment in full, whichever comes first. Except for suchprepayments as are specifically permitted pursuant to the terms of this Note,the Outstanding Principal Amount shall be repaid on the Initial Due Date or atany time during the 359-day period following the Initial Due Date, ondemand. The **“Initial Due Date”**shall be December 9, 2006 or such later date as extended by application ofthe provisions of Section 2(a)(ii)

 

For purposes of this Note, the term **“OutstandingPrincipal Amount”** at any time shall mean the amount of U.S.$139,062,500.00, less the amount of any principal repaid pursuant to theprovisions of this Note.

 

Application of Payments under this Note is set forth in Section 1.This Note is subordinated as provided in Section 2. The OutstandingPrincipal Amount may be reduced as 

 

1

----

 

provided in Section 1.Events of Default are set out in Section 4. Responsibility for withholdingtaxes is set out in Section 5. Miscellaneous provisions are set out inSections 6, 7 and 8.

 

Presentation, demand, protest and notice of dishonor are hereby waivedby the Borrower.

 

1.                                       Applicationof Payments. All payments received by the Holder pursuant to this Noteshall be applied in the following manner:

 

(a)                                 firstly, if an Eventof Default, as defined in Section 4, has occurred, to all costs andexpenses of the Holder or its agents, including legal fees and disbursements,arising as a result thereof;

 

(b)                                secondly, to currentinterest accrued on any amount being paid; and

 

(c)                                 thirdly, to reduce theOutstanding Principal Amount.

 

2.                                       Subordination

 

(a)                                 The Borrower agrees,and the Holder by accepting this Note agrees, that the indebtedness evidencedby this Note:

 

(i)                                                        isexpressly subordinated and subject in right of payment as to all amountspayable hereunder to the prior payment in full of all Senior Debt, except tothe extent and in the manner set forth in this Section 2;

 

(ii)                                                     thatin case of renewal or extension of the Senior Debt or so long as the SeniorDebt is then outstanding as of the Initial Due Date, the interest-free term ofthis Note shall be automatically extended for the same period as such renewalor extension or until the Senior Debt is then no longer outstanding, ifearlier;

 

(ii)                                                          thatthe subordination set out in this Section 2 is for the benefit of theholders of the Senior Debt; and

 

(iii)                                                       solong as any Senior Debt is outstanding, no payment of principal or interestunder this Note shall be made except from Cash Flows Available forDistribution, as the same is defined in the Senior Debt, or if no such term isdefined, except upon the prior consent of the holders of the Senior Debt.

 

(b)                                The Holder agrees thatit will not ask, demand, sue for, take, receive or retain from the Borrower, byset-off or in any other manner, payment of all or any part of theOutstanding Principal Amount, any interest, or any other amount payable inrespect of this Note, other than payments made at the times, in the amounts andto the extent permitted under the provisions hereof, unless and until all ofthe Senior Debt has been paid in full or unless the holders of Senior Debtprovide written

 

2

----

 

consent to such payment or unless such payment is made from Cash FlowsAvailable for Distribution as provided above. The Holder directs the Borrowerto make, and the Borrower agrees to make, such prior payment of the Senior Debtin priority to any payments due hereunder. The Holder will not request oraccept any security from the Borrower in respect of the obligations of theBorrower under this Note unless the holders of the Senior Debt provide writtenconsent to such security. The Holder unconditionally waives notice of theincurring of Senior Debt or any part thereof.

 

(c)                                 For purposes of thisNote, the term “Senior Debt” shall mean the principal of and interest on, andother payments arising under (including any interest accruing after the filingof a petition in bankruptcy or the commencement of any insolvency or bankruptcyproceedings with respect to the Borrower), and all commissions, fees,indemnities, premiums and other amounts payable in respect of, any amounts nowor hereafter owing by the Borrower under (i) that certain Working CapitalFacility between the Borrower and Banco de Credito del Peru (“BCP”) and itssuccessors and assigns and (ii) that certain Working Capital FinanceFacility Agreement between the Borrower and Servicios Mineros Integrados S.A.C,and in each of (i) and (ii), together with any extension, modification orrenewal of the same.

 

(d)                                In the event of:

 

(i)                 anyinsolvency or bankruptcy case or proceedings, or any receivership, liquidation,reorganization, moratorium or other similar case or proceeding in connectiontherewith, relative to the Borrower, or to its assets;

 

(ii)                  anyliquidation, dissolution or other winding up of the Borrower, whether partialor complete and whether voluntary or involuntary and whether or not involvinginsolvency or bankruptcy; or

 

(iii)                  anygeneral assignment by the Borrower for the benefit of its creditors or anyother general marshalling of assets and liabilities of the Borrower,

 

then and inany such event the holders of Senior Debt, shall be entitled to receive paymentin full of all amounts due or to become due on or in respect of all Senior Debtbefore the Holder of this Note shall be entitled to receive any payment of anykind or character on account of this Note, whether in cash, property orsecurities.

 

(e)                                 In the event andduring the continuation of any default in the payment when due of any amountpayable in respect of any Senior Debt, or in the event that any event ofdefault under any Senior Debt (or any event or condition that, with the givingof notice or lapse of time, or both, would constitute an event of default underany Senior Debt) shall have occurred and be continuing, unless and untilpayment in full of the Senior Debt shall have been made or such event ofdefault 

 

3

----

 

under anySenior Debt (or any event or condition that, with the giving of notice or lapseof time, or both, would constitute an event of default under any Senior Debt)shall not be continuing, as the case may be, then no payment shall be madeby the Borrower on or in respect of this Note.

 

(f)                                   Whether or not anydefault in payment shall exist under any Senior Debt or any event of defaultunder any Senior Debt (or any event or condition that, with the giving ofnotice or lapse of time, or both, would constitute an event of default underany Senior Debt) shall have occurred, the Holder shall not, without the priorwritten consent of the holders of the outstanding Senior Debt, take anycollateral security for this Note.

 

(g)                                No failure on the part ofthe holders of Senior Debt, and no delay in exercising any right, remedy orpower hereunder shall operate as a waiver thereof by the holders of SeniorDebt, nor shall any single or partial exercise by the holders of Senior Debt ofany right, remedy or power hereunder preclude any other or future exercise ofany other right, remedy or power. Each and every right, remedy and power herebygranted to the holders of Senior Debt, or allowed to the holders of Senior Debtby law or other agreement shall be cumulative and not exclusive the one of theother.

 

(h)                                Without in any waylimiting the generality of the foregoing Subsection, the holders of Senior Debtmay, at any time and from time to time, without the consent of or notice to theHolder, without incurring responsibility to the Holder, and without impairingor releasing the subordination provided herein or the obligations hereunder ofthe Holder, do any one or more of the following:

 

(i)                 changethe manner, place or terms of payment of or extend the time of payment of, orincrease, renew or alter, the Senior Debt, or otherwise amend or supplement inany manner the Senior Debt or any instrument evidencing the same or anyagreement under which Senior Debt is outstanding;

 

(ii)                  sell,exchange, release or otherwise deal with any property pledged, mortgaged orotherwise securing any Senior Debt;

 

(iii)                  releaseany person liable in any manner for the Senior Debt; and

 

(iv)                  exerciseor refrain from exercising any rights against the Borrower and any otherperson.

 

(i)                                    Upon payment infull of all Senior Debt, the Holder shall be subrogated to the rights of theholders of Senior Debt to receive any distribution of remaining assets of theBorrower, or payments by or on behalf of the Borrower, made on the Senior Debt,until this Note shall be paid in full.

 

4

----

 

(j)                                    These subordinationprovisions are intended solely to define the relative rights of the Holder andits successors and assigns on the one hand and the holders of Senior Debt andtheir respective successors and assigns on the other hand.

 

3.                                       Endorsementof Annex. The Holder shall endorse on Annex A attached hereto all paymentsof Outstanding Principal Amount. Such endorsements shall be presumptiveevidence as to the Outstanding Principal Amount from time to time, but thefailure to make such endorsements shall not affect the obligations of theBorrower hereunder.

 

4.                                       Eventsof Default and Remedies.

 

(a)                                 Each of the followingevents shall be an “Event of Default”:

 

(i)                                                    ifdefault occurs in the payment of the Outstanding Principal Amount or oninterest or any other amount on this Note when due and payable, and suchdefault continues for a period of five Banking Days, whether or not the Holdergives notice of such default;

 

(ii)                                                     ifthe Borrower commences a proceeding under the Bankruptcy Law of Peru, as now orhereafter amended (which as of the date of this Note is referred to as “TextoUnico Ordinado de la Ley de Reestructuración Patrimonial” ) or under any otherinsolvency or similar law (whether now or hereafter in effect) of anyjurisdiction relating to the Borrower, or there is commenced against theBorrower any such proceeding which remains undismissed for the period of timepermitted for denial under the applicable law, if any, or if the Borrower isadjudged bankrupt or insolvent; or

 

(iii)                                                       theBorrower resolves to dissolve or is dissolved or makes a general assignment forthe benefit of creditors, or any action is taken by the Borrower for thepurpose of effecting any of the foregoing (other than a merger or consolidationas permitted under the terms of the Senior Debt); or

 

(iv)                                                      areceiver or trustee or other officer or representative of a court or ofcreditors, or any court or governmental agency, shall under color of legalauthority take and hold possession of any substantial part of the propertyor assets of the Borrower for a period in excess of 180 days; or

 

(v)                                                         anevent of default occurs pursuant to the Senior Debt (but in all cases, anypayment of this Note shall be subject to the subordination in favor of suchSenior Debt as set out in Section 2).

 

(b)                                If any Event of Defaultoccurs and is continuing, then the Holder may declare the principal amountof the Note to be due and payable immediately, by written notice to theBorrower, and upon any such declaration, such Outstanding 

 

5

----

 

Principal Amount shall become immediately due and payable as specifiedin the first paragraph of this Note, all of the foregoing subject always to thesubordination set out in Section 2. At any time after such a declarationof acceleration has been made and before a judgment or decree for payment ofthe money due has been obtained the Holder may, by written notice to theBorrower, rescind and annul such declaration and its consequences. No suchrescission shall affect any subsequent default or impair any right consequentthereon.

 

(c)                                 The Borrower covenantsthat if the Holder declares that repayment of the Outstanding Principal Amountis accelerated, the Borrower will, upon demand of the Holder, but subject to Section 2,pay to the Holder the whole amount then due and payable on this Note, andhenceforth interest shall accrue not only on the Outstanding Principal Amountbut, to the extent that payment of such interest shall be legally enforceable,also upon any overdue installments of interest, at the rate of interest set outin this Note. The Borrower further covenants and agrees to pay, upon any Eventof Default and in addition to the foregoing, such further amounts as shall be sufficient to cover the costs andexpenses of collection, including the reasonable compensation, expenses,disbursements and advances of the Holder, its agents and counsel.

 

(d)                                The Holder may waiveany past default hereunder and its consequences, and, upon any such waiver,such default shall be deemed not to have occurred, and any Event of Defaultarising therefrom shall be deemed to have been cured for every purpose of thisNote, but no such waiver shall extend to any subsequent or other default orimpair any right consequent thereon.

 

5.                                       WithholdingTaxes. The Outstanding Principal Amount and any interest on this Note shallbe payable without deduction or withholding for or on account of any present orfuture taxes, duties, fees or other charges levied or imposed on this Note orthe Holder by the Republic of Peru or any political subdivision or taxingauthority thereof or therein. If the Borrower is required by law to make anysuch deduction or withholding, it will pay such additional amounts as may benecessary so that the net payment of the Outstanding Principal Amount to theHolder and every net payment of interest on this Note paid to the Holder willnot be less than the amount provided for herein to be then due and payable,provided that if the Holder is otherwise liable to taxation in the Republic ofPeru by reason of any relationship with or activity within the Republic of Peruother than its ownership of this Note, and the Borrower is required to withholdor deduct taxes solely by reason of such relationship or activity, the Borrowershall not be obliged to pay to the Holder additional amounts equal to thewithheld amounts. To the extent that the Holder receives any reimbursement orother amount on account of taxes remitted on the Holder’s behalf by theBorrower such that the Holder makes double recovery, such reimbursement or otheramount shall be applied by the Holder to the repayment of monies owning underthis Note.

 

6.                                       BindingEffect; Assignments. This Note shall be binding upon the successors andassigns of the Borrower and shall inure to the benefit of the successors and assignsof the Holder.

 

6

----

 

7.                                       CertainDefinitions. For the purposes of this Note, the term “Banking Day” shallmean any day on which banks are generally open for business in both New York,New York, United States of America, and Lima, Peru. As used in this Note, theterms “Borrower” and “Holder” shall be deemed to include their respectivesuccessors and assigns

 

8.                                       GoverningLaw. This Note and the rights and obligations of the parties hereundershall be governed by and construed in accordance with the laws of the State ofNew York, U.S.A., other than principles of conflicts of law, and the Borrowerhereby undertakes and agrees that this Note may be enforced in any stateor federal district court in the Borough of Manhattan. With respect to thisNote and the enforcement thereof, the Borrower irrevocably submits to thenon-exclusive jurisdiction of the state and/or federal district courts of theBorough of Manhattan and irrevocably waives any objection which it may havenow or hereafter to such jurisdiction and agrees not to claim that any suchcourt is not a convenient or appropriate forum.

 

This Revisedand Amended Subordinated Note constitutes an amendment and restatement in itsentirety of that certain Subordinated Promisssory Note of Doe Run Peru S.R.L.dated September 12, 2002. Notwithstanding such amendment and restatement,the original term of this Revised and Amended Subordinated Note shall be deemedto have commenced September 12, 2002, the date of the originalSubordinated Promissory Note.

 

 
|   | DOE RUN PERU  S.R.L.         |
|--------|------------------------------|
|   |                         |
|   |                         |
|   | By:                          |   /s/  Jaime Zavala Costa |   |
|   | Jaime Zavala  Costa          |
|   | Date: December 9,  2005 |
|   |                         |
|   |                         |
|   | By:                          | /s/ A. B.  Neil |   |
|   | Albert Bruce  Neil           |
|   | Date: December 9,  2005 |
|        |                              |  |  |  |

 

The Doe RunResources Corporation hereby accepts the terms of this Revised and AmendedSubordinated Promissory Note and acknowledged and agrees that is it bound bythe terms of subordinated contained therein.

 

The Doe RunResources Corporation

 
| By: |   /s/  David Chaput |   |
|-----|-------------------------------|--------|

 

Date: 1-16-06

 

7

----

 

ANNEX ONE

 

OUTSTANDING PRINCIPAL AMOUNT

 
| **Payment Date:** | ** ** | **Principal Payment  Amount** | ** ** | **Remaining Principal  Amount** | ** ** | **Notes:** | ** ** |
|------------------------|------------|------------------------------------|------------|--------------------------------------|------------|------------|------------|
|                   |       |                               |       |                                 |       |       |       |
|                   |       |                               |       |                                 |       |       |       |
|                   |       |                               |       |                                 |       |       |       |
|                   |       |                               |       |                                 |       |       |       |

 

8

----