Exhibit 10.5.14  Execution  AMENDMENT NO. 2
TOAMENDED AND RESTATED LOAN AND SECURITY AGREEMENT  AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(Amendment No. 2), dated as of April 9, 2004, by and among Congress
Financial Corporation, as agent (in such capacity, Agent) for itself and the
financial institutions from time to time party to the Loan Agreement (as
hereinafter defined), as lenders (collectively, together with Agent,
Lenders), The CIT Group/Business Credit, Inc., as co-agent (in such capacity,
Co-Agent), The Doe Run Resources Corporation (Doe Run), The Buick Resource
Recycling Facility LLC (Buick Smelting), Fabricated Products, Inc.,
(Fabricated Products, and together with the Doe Run and Buick Smelting, each
individually 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, Borrowers and Guarantor have entered
into financing arrangements pursuant to which Agent and Lenders have made and
may make loans and advances to Borrowers as set forth in the Amended and
Restated Loan and Security Agreement, dated October 29, 2002, by and among
Agent, Co-Agent, Lenders, Borrowers and Guarantor as amended by Amendment No. 1
to Amended and Restated Loan and Security Agreement, dated March 11, 2003
by and among Agent, Co-Agent, Lenders, Borrowers and Guarantor (as the same now
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 and/or delivered in
connection therewith or related thereto (all of the foregoing, together with
the Loan Agreement, as the same now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced, being
collectively referred to herein as the Financing Agreements);  WHEREAS, Borrowers have requested certain amendments to the Loan
Agreement and a waiver of certain Events of Default;  WHEREAS, Agent, Co-Agent and Lenders are willing to agree to such
amendments and grant such waivers, subject to the terms and conditions herein;
and  WHEREAS, by this Amendment No. 2, Agent, Lenders, Borrowers and
Guarantor desire and intend to evidence such amendments and waiver.  NOW THEREFORE, in consideration of the foregoing and the mutual
agreements and covenants contained herein, the parties hereto agree as follows:  
   1.DEFINITIONS.  (a)Additional
Definition.  As used herein, the
following term shall have the meaning given to it below and the Loan Agreement
shall be deemed and is hereby amended to include, in addition and not in
limitation, the following definition:  Amendment No. 2 shall mean this Amendment No. 2, as it now exists or
may hereafter be amended, modified, supplemented, extended, renewed, restated
or replaced, and the Loan Agreement and the other Financing Agreements are
hereby amended to include such definition.  (b)Amendments
to Definitions.  All references to the term Financing Agreements in the Loan Agreement
and in any of the other Financing Agreements shall be deemed to include, in
addition and not in limitation, this Amendment No. 2.  (c)Interpretation.  For purposes of this Amendment No. 2, unless
otherwise defined herein, all terms used herein, including, but not limited to,
those terms used and/or defined in the recitals above, shall have the
respective meanings assigned to such terms in the Loan Agreement.  2.AMENDMENT.  (a)Consolidated
Net Worth.  As of the Effective
Date, Section 7.10 of the Loan Agreement is hereby deleted in its entirety
and replaced with the following:  7.10  Consolidated Net Worth.  As of the Effective Date, Doe Run shall, at
all times, maintain Consolidated Net Worth of not less than the amount set
forth on Schedule 7.10 hereto for the period indicated thereon.  (b)Schedules.  The Schedules to the Loan Agreement are
amended to include in addition and not in limitation a new Schedule 7.10
as attached hereto as Exhibit A.  3.WAIVER.  (a)Subject
to the terms and conditions contained herein, Agent and Lenders hereby waive as
of the Effective Date, the Event of Default arising under Section 8.1(b)
of the Loan Agreement as a result of the failure of Borrowers to deliver to
Agent and Lenders the financial statements of Borrowers and their Subsidiaries
described in Section 7.19(a)(i) of the Loan Agreement for the fiscal year
ended October 31, 2003, together with a report thereon unqualified as to
scope of the independent certified public accountants of Borrowers as required
under Section 7.19(a)(i) of the Loan Agreement, a certificate of such
independent certified public accountants described in Section 7.19(a)(iv)
of the Loan Agreement, and a certificate of the chief financial officer of Doe Run
as described in Section 7.19(a)(v) of the Loan Agreement with respect to
such fiscal year end results each within ninety (90) days after the end of such
fiscal year (collectively, the Existing Financial Statement Default); provided,
that, Agent and  2 
   Lenders shall have received such financial statements of Borrowers and
their Subsidiaries (including for this purpose, Doe Run Cayman and its
Subsidiaries), together with such report and certificate of independent
certified public accountants and certificate of the chief financial officer of
Doe Run, all in form and substance satisfactory to Agent, on or before
April 30, 2004.  Except as Agent
may otherwise expressly agree in writing, such waiver shall automatically and
without further action by the parties hereto be deemed rescinded and terminated
and of no force and effect with respect to the Existing Financial Statement
Default any time after April 30, 2004, if Borrowers fails to deliver to
Agent and Lenders, such financial statements, report and certificates on or
before April 30, 2004, it being understood and agreed that the effect of
any such recission and termination shall be to permit Agent to exercise its
rights and remedies in accordance with the terms of the Loan Agreement with
respect to the Existing Financial Statement Default immediately on May 1, 2004
without any further notice or passage of time.  (b)Subject
to the terms and conditions set forth herein, Agent and Lenders hereby waive as
of the Effective Date, the Event of Default under Section 8.1(b) of the
Loan Agreement as a result of the failure of Doe Run to maintain the minimum
Consolidated Net Worth required by Section 7.10 of the Loan Agreement (as
in effect prior to the effective date hereof) during the period from
October 29, 2002 through the effective date hereof; provided, that,
nothing herein shall be deemed to be a waiver of the requirement that Doe Run
maintain the minimum Consolidated Net Worth required by Section 7.10 of
the Loan Agreement as modified by this Amendment No. 2 for any period after
September 30, 2003.  (c)Subject
to the terms and conditions contained herein, Agent and Lenders hereby waive as
of the Effective Date, the Event of Default arising under Section 8.1(j)
of the Loan Agreement as a result of the failure of Renco Group to deliver to
Agent and Lenders the financial statements of Renco Group and its Subsidiaries
described in Section 8.10 of the Junior Participation Agreement for the
fiscal year ended October 31, 2003 within one hundred fifty (150) days
after the end of such fiscal year; provided, that, on or before
April 30, 2004,Agent and Lenders shall have received the annual unaudited
balance sheets, statements of earnings and retained earnings and cash flows for
Renco Group and it Subsidiaries, and the accompanying notes thereto, prepared
in accordance with GAAP consistently applied, together with a certificate of an
officer of Renco Group certifying that such financial statements are so
prepared and fairly present the financial position and the results of
operations of Renco Group and its Subsidiaries.  (d)Agent
and Lenders have not waived and are not by this agreement waiving, and have no
present intention of waiving, any other Events of Default, which may have
occurred prior to the date hereof, or may be continuing on the date hereof or
any Event of Default which may occur after the date hereof, other than the
Events of Default identified in Sections 3(a), 3(b) and 3(c) hereof
(collectively, Existing Defaults) to the extent set forth in such sections,
whether the same or similar to the Existing Defaults or otherwise.  Agent and Lenders reserve the right, in
their discretion, to exercise any or all of its or their rights and remedies
arising under the Financing Agreements applicable or otherwise, as a result of
any other Events of Default which may have occurred prior to the date hereof,
or are continuing on the date hereof, or any Event of Default which may occur
after the date hereof (other than the Existing Defaults except as set forth in
Sections 3(a), 3(b) and 3(c) above), whether the same or similar to the Event
of Default described above or otherwise, including the Existing Defaults prior
to the Effective Date or upon or after the recission and termination of the
waivers provided  3 
   for above in Sections 3(a) and 3(c) above. Nothing contained herein
shall be construed as a waiver of the failure of Borrowers to comply with the
terms of the Loan Agreement and the other Financing Agreements (including the
Existing Defaults) at any time on or prior to the Effective Date or after May
1, 2004, if the Effective Date has not occurred by such date.  4.AMENDMENT
FEE.  In consideration of this
Amendment No. 2, Borrowers shall pay to Agent (for the account of Lenders based
upon their Pro Rata Shares), an amendment fee of $75,000, which amount is fully
earned and payable and may be charged directly to Borrowers loan accounts
maintained by Agent as follows:  (a)$37,500
of such amount shall be earned and paid to Agent (for the account of Lenders
based upon their Pro Rata Shares) on the date hereof; and  (b)$37,500
of such amount shall be earned and paid to Agent (for the account of Lenders
based upon their Pro Rata Shares) on April 16, 2004; provided, that,
the entire unpaid amount of such fee shall become immediately due and payable,
without notice or demand, at Agents option, (i) upon the termination of the
Loan Agreement or (ii) upon the occurrence of an Event of Default (including an
Existing Default upon or after any of the following the date of any recission
and termination of any waiver with respect to such Existing Default in
accordance with the terms hereof).  5.ADDITIONAL
REPRESENTATIONS, WARRANTIES AND COVENANTS. 
Each Borrower and Guarantor represents, warrants and covenants with and
to Agent and Lenders as follows, which representations, warranties and
covenants are continuing and shall survive the execution and delivery hereof,
and the truth and accuracy of, or compliance with each, together with the
representations, warranties and covenants in the other Financing Agreements,
being a continuing condition of the making of Loans by Agent and Lenders to
Borrowers:  (a)This
Amendment No. 2 has been duly executed and delivered by each Borrower and
Guarantor and is in full force and effect as of the date hereof and the
agreements and obligations of each Borrower and Guarantor contained herein
constitutes legal, valid and binding obligations of such Borrower or Guarantor
enforceable against each of them in accordance with their respective terms.  (b)No
action of, or filing with, or consent or any governmental or public body or
authority, and no approval or consent of any other party, is or will be
required to authorize, or is or will be otherwise required in connection with,
the execution, delivery and performance of this Amendment No. 2.  (c)No
Event of Default or act, condition or event which with notice or passage of
time or both would constitute an Event of Default exists or has occurred and is
continuing on the date of this Amendment No. 2 (other than the Existing
Defaults).  (d)Agent
shall have received the financial statements described in Sections 3(a) and
3(c) hereof by the date set forth therein and all of the deliveries described
in Section 6 hereof by no later than April 30, 2004.  4 
   6.CONDITIONS
PRECEDENT.  The effectiveness of the
amendments and waivers contained herein shall be subject to the satisfaction of
the following conditions precedent in a manner acceptable to Agent as soon as
possible but in any event not later than April 30, 2004 (the date upon
which all of the conditions precedent set forth in Section 7 hereof shall
have been satisfied in a manner acceptable to Agent shall be referred to herein
as the Effective Date):  (a)the
receipt by Agent of an original of this Amendment No. 2, duly authorized,
executed and delivered by Borrowers and Guarantor on the date hereof;  (b)the
receipt by Agent of the $37,500 fee referred to in Section 4(a) hereof on
the date hereof;  (c)the
receipt by Agent of a copy of any agreements, documents and instruments with
respect to the settlement of the Judgment in favor of Taracorp;  (d)all
requisite corporate action and proceedings in connection with this Amendment
No. 2 shall be satisfactory in form and substance to Agent, and Agent shall
have received all information and copies of all documents, including records of
requisite corporate action and proceedings, which Agent may have requested in
connection therewith, such documents where requested by Agent or its counsel to
be certified by appropriate corporate officers or governmental authorities on
the date hereof;  (e)the
receipt by Agent of a true, correct and complete copy of the waiver of the Term
Loan Agent and Term Loan Lenders with respect to any Event of Default arising
under the Term Loan Documents (as such term is defined in the Term Loan
Documents) prior to the date hereof as duly authorized, executed and delivered
by Term Loan Agent and each Term Loan Lender; and  (f)as
of the date that all of the foregoing conditions precedent shall have been  satisfied, no Event of Default or act,
condition or event which with notice or passage of time or both would
constitute an Event of Default shall exist or have occurred and be continuing
on such date (after giving effect to the provisions hereof).  7.ADDITIONAL
EVENTS OF DEFAULT.  The parties
hereto acknowledge, confirm and agree that (a) the failure of Borrowers to
comply with any of the covenants, conditions and agreements contained herein or
in any other agreement, document or instrument at any time executed by
Borrowers in connection herewith shall constitute an Event of Default under the
Financing Agreements, except as set forth herein or as Agent may otherwise
agree in writing and (b) the failure of the Effective Date to occur on or
before April 30, 2004, shall constitute in an Event of Default under the
Financing Agreements and the waivers and amendments contained herein shall not
be effective except as Agent may otherwise agree in writing.  8.EFFECT
OF THIS AMENDMENT.  Except as
expressly set forth herein, no other amendments, consents, changes or
modifications to the Financing Agreements are intended or implied, and in all
other respects the Financing Agreements are hereby specifically ratified,
restated and confirmed by all parties hereto as of the date hereof and
Borrowers shall not be entitled to any other or further amendment or consent by
virtue of the provisions of this  5 
   Amendment No. 2 or with respect to the subject matter of this Amendment
No. 2.  To the extent of conflict
between the terms of this Amendment No. 2 and the other Financing Agreements,
the terms of this Amendment No. 2 shall control.  The Loan Agreement and this Amendment No. 2 shall be read and
construed as one agreement.  9.FURTHER
ASSURANCES.  The parties hereto
shall execute and deliver such additional documents and take such additional
action as may be necessary or desirable to effectuate the provisions and
purposes of this Amendment No. 2  10.GOVERNING
LAW.  The validity, interpretation
and enforcement of this Amendment No. 2 whether in contract, tort, equity or
otherwise, shall be governed by the internal laws of the State of New York but
excluding any principles of conflicts of law or other rule of law that would
cause the application of the law of any jurisdiction other than the laws of the
State of New York.  11.BINDING
EFFECT.  This Amendment No. 2 shall
be binding upon and inure to the benefit of each of the parties hereto and
their respective successors and assigns.  12.HEADINGS.  The headings listed herein are for
convenience only and do not constitute matters to be construed in interpreting
this Amendment No. 2.  13.COUNTERPARTS.  This Amendment No. 2 may be executed in any
number of counterparts, but all of such counterparts shall together constitute
but one and the same agreement.  In
making proof of this Amendment No. 2, it shall not be necessary to produce or
account for more than one counterpart thereof signed by each of the parties
hereto.  Delivery of an executed
counterpart of this Amendment No. 2 by telefacsimile shall have the same force
and effect as delivery of an original executed counterpart of this Amendment
No. 2.  Any party delivering an executed
counterpart of this Amendment No. 2 by telefacsimile also shall deliver an
original executed counterpart of this Amendment No. 2, but the failure to deliver
an original executed counterpart shall not affect the validity, enforceability,
and binding effect of this Amendment No. 2 as to such party or any other party.   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  6 
   IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be duly executed and delivered by their authorized officers as of the day
and year first above written.  THE DOE RUN RESOURCES CORPORATIONBy:
  /s/ Marvin K. KaiserTitle:
  Exec. VP, CFO & Admin. OfficerTHE BUICK RESOURCE RECYCLING FACILITY LLCBy:
  /s/ Marvin K. KaiserTitle:
  CFOFABRICATED PRODUCTS, INC.By:
  /s/ Marvin K. KaiserTitle:
  VP Finance & TreasurerDR LAND HOLDINGS, LLCBy:
  /s/ Marvin K. KaiserTitle:CONGRESS FINANCIAL CORPORATION,as Agent and LenderBy:
  /s/ Herbert C. KornTitle:
  Vice President  [SIGNATURES CONTINUE ON FOLLOWING PAGE]  7 
   [SIGNATURES CONTINUED FROM PREVIOUS PAGE]  THE CIT GROUP/BUSINESS CREDIT, INC.,as Co Agent and LenderBy:
  /s/ G. Louis McKinleyTitle:
  Vice PresidentACKNOWLEDGED:THE RENCO GROUP, INC.By:
  /s/ Roger FayTitle:
  Vice President  8 
   EXHIBIT A
TOAMENDMENT NO. 2  New Schedule 7.10 to Loan Agreement -
Consolidated Net Worth  Period
  
  Amount(a)
  Through and including January 31, 2003
  
  $
  (105,000,000
  )(b)
  From February 1, 2003 through and
  including April 30, 2003
  
  $
  (109,000,000
  )(c)
  From May 1, 2003 through and including
  July 31, 2003
  
  $
  (113,000,000
  )(d)
  From August 1, 2003 through and
  including September 30, 2003
  
  $
  (109,000,000
  )(e)
  From October 1, 2003 through and
  including October 31, 2003
  
  $
  (115,000,000
  )(f)
  From November 1, 2003 through and
  including November 30, 2003
  
  $
  (117,000,000
  )(g)
  From December 1, 2003 through and
  including December 31, 2003
  
  $
  (116,500,000
  )(h)
  From January 1, 2004 through and
  including January 31, 2004
  
  $
  (121,000,000
  )(i)
  From February 1, 2004 through and
  including February 29, 2004
  
  $
  (122,000,000
  )(j)
  From March 1, 2004 through and
  including March 31, 2004
  
  $
  (122,000,000
  )(k)
  From April 1, 2004 through and
  including April 31, 2004
  
  $
  (122,000,000
  )(l)
  From May 1, 2004 through and including May
  31, 2004
  
  $
  (121,000,000
  )  9 
   Period
  
  Amount(m)
  From June 1, 2004 through and
  including June 30, 2004
  
  $
  (121,000,000
  )(n)
  From July 1, 2004 through and
  including July 31, 2004
  
  $
  (120,000,000
  )(o)
  From August 1, 2004 through and
  including August 31, 2004
  
  $
  (117,000,000
  )(p)
  From September 1, 2004 through and
  including September 30, 2004
  
  $
  (116,000,000
  )(q)
  From October 1, 2004 through and
  including October 31, 2004
  
  $
  (115,000,000
  )(r)
  From November 1, 2004 through and
  including November 30, 2004
  
  $
  (114,000,000
  )(s)
  From December 1, 2004 through and
  including December 31, 2004
  
  $
  (114,000,000
  )(t)
  From January 1, 2005 through and
  including January 31, 2005
  
  $
  (113,000,000
  )(u)
  From February 1, 2005 through and
  including February 28, 2005
  
  $
  (113,000,000
  )(v)
  From March 1, 2005 through and
  including March 31, 2005
  
  $
  (110,000,000
  )(w)
  From April 1, 2005 through and
  including April 30, 2005
  
  $
  (109,000,000
  )(x)
  From May 1, 2005 through and including May
  31, 2005
  
  $
  (105,000,000
  )(y)
  From June 1, 2005 and at all times
  thereafter
  
  $
  (100,500,000
  )  The parentheticals above indicate that the number is negative.  10