**Exhibit 10.19.12**

 

**EXECUTIONCOPY**

 

**FOURTH AMENDMENT TOAMENDED AND RESTATED CREDIT AGREEMENT**

 

FOURTH AMENDMENT TO AMENDEDAND RESTATED CREDIT AGREEMENT, dated as of January 17, 2006 (this “Amendment”),in respect of the Amended and Restated Credit Agreement, dated as of April 30,2004 (as amended, supplemented or otherwise modified prior to the date hereof,the “Existing Credit Agreement”; as amended hereby and as furtheramended, restated, supplemented or otherwise modified and in effect from timeto time, the “Credit Agreement”) among THE DOE RUN RESOURCESCORPORATION, a New York corporation (the “Borrower”), the financialinstitutions from time to time parties thereto (the “Lenders”), and THERENCO GROUP, INC., a New York corporation, as agent for the Lenders (insuch capacity, the “Agent”).

 

WHEREAS, the parties heretodesire to amend the Existing Credit Agreement as more fully set forth herein;

 

NOW, THEREFORE, inconsideration of premises, and for other good and valuable consideration, thereceipt and sufficiency of which is hereby acknowledged, the parties heretohereby agree as follows:

 

# 1.                                       Defined Terms. Unless otherwise defined herein, termsdefined in the Existing Credit Agreement are used herein as therein defined.

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# 2.                                       Amendments to Existing Credit Agreement. The Existing Credit Agreement is herebyamended as follows:

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## (a)                                  Section 1 of the Existing CreditAgreement is hereby amended by adding the following definition in alphabeticalorder:

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“Fourth Amendment Effective Date’: the “EffectiveDate” as defined under Section 5 of the Third Amendment, dated as of January   ,2006, to the Credit Agreement.”

 

## (b)                                 Section 1 of the Existing CreditAgreement is hereby amended by deleting the definition of “Maturity Date” andsubstituting the following in lieu thereof:

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“‘Maturity Date’: June 16, 2006.”

 

## (c)                                  Section 4.1.1.of the Existing Credit Agreement is hereby replaced by the following Section 4.1.1.:

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“4.1.1. Notwithstanding the foregoing, (i) at alltimes, other than during the period commencing on March 14, 2006 andending on April 18, 2006, the Company shall pay to the Agent an aggregateamount (A) equal to the maximum

 

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amount of outstanding principal of the Loan plusaccrued and unpaid interest in respect of such principal amount of the Loanpermitted to be repaid pursuant to Section 7.3(m)(vi)(C) of theCongress/CIT Loan and Security Agreement and (B) sufficient such that nopayment would be required to be made upon any exercise of the Put Option (asdefined in the Warrant Agreement) so long as any amount of the Loan remainsunpaid, (ii) during the period commencing on the Effective Date and endingon February 13, 2006, the Company shall have paid to the Agent anaggregate amount equal to at least $2,000,000 of principal plus allaccrued and unpaid interest thereon, (iii) during the period commencing onthe Effective Date and ending on March 13, 2006, the Company shall havepaid to the Agent an aggregate amount equal to at least $4,000,000 of principalof the Loan plus all accrued and unpaid interest thereon, (iv) duringthe period commencing on the Effective Date and ending on May 12, 2006,the Company shall have paid to the Agent an aggregate amount equal to at least$6,000,000 of principal of the Loan plus all accrued and unpaid interestthereon, and (v) on the Maturity Date, the Borrower shall pay to the Agentall remaining amounts of principal due on the Loan together with all accruedand unpaid interest thereon. The Company shall use its best efforts to manageits affairs so as to repay the Term Loan as promptly as possible, including bymaking payments to the Lender on days other than the days set forth above, andin accordance with the terms set forth above. Furthermore, the Company willprovide to the Agent on a daily basis an accounting in reasonable detail of theBorrowing Base and the Excess Availability (each as defined in the Congress/CITLoan and Security Agreement, but in the case of Excess Availability calculatedwithout reference to clauses (a)(ii)(C) or (b)(ii)(C) of thedefinition of Excess Availability in the Congress/CIT Loan and SecurityAgreement).”

 

# 3.                                       Representationsand Covenants. To induce the Agent and the Lender to enter into thisAmendment, the Borrower ratifies and confirms each representation and warrantyset forth in the Credit Agreement as if such representations and warrantieswere made on even date herewith, and further represents and warrants that (i) nomaterial adverse change has occurred in the financial condition or businessprospects of the Borrower since the date of the last financial statementsdelivered to the Agent and the Lender, (ii) after giving effect to thisAmendment, no Default or Event of Default has occurred and is continuing, and (iii) theBorrower is fully authorized to enter into this Amendment.

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# 4.                                       Waiver.

 

(a)                                  Notwithstanding anything in the CreditAgreement to the contrary, the Agent and the Lender hereby waive, withrespect to the Loan, compliance with Section 4.1 of the CreditAgreement during the period beginning with November 30, 2005 and ending onthe Fourth Amendment Effective Date and by signing below and

 

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acknowledge and agree that such waiver shall be deemed to be effectiveon November 30, 2005.

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(b)                                 Notwithstanding anything therein to the contrary,the Agent and the Lender hereby waive compliance with Section 5(b)(ii) ofAmendment No. 3 to the Credit Agreement, dated as of October 14,2005, among the Borrower, the Agent and the Lender, and by signing belowacknowledge and agree that such waiver shall be deemed to be effective on October 14,2005.

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5.                                       Conditions Precedent. This Amendment shall become effective onthe first date (the “Effective Date”) on which each of the followingconditions precedent shall have been satisfied:

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## (a)                                  Fees and Expenses. The Agent and the Lender shall havereceived payment of any fees or expenses owed to them by the Borrower as of theEffective Date,

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## (b)                                 Delivered Documents. On the Effective Date, the Agent shall havereceived executed originals of:

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## (i)                                     thisAmendment, executed by a dulyauthorized officer of each of the Borrower and the Required Lenders; and

 

## (ii)                                  suchother documents or certificatesas the Agent or counsel to the Agent may reasonably request.

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## (c)                                  No Default. On the Effective Date after giving effect to this Amendment, theBorrower shall be in compliance in all material respects with all of the termsand provisions set forth in the Credit Agreement and the other Credit Documentson its part to be observed and no Event of Default shall have occurred andbe continuing.

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# 6.                                       Amendment, Waiver and Deferral Fee. In addition to all other fees, charges,interest and expenses payable by the Company to the Agent and the Lender underthe Credit Agreement, the Company shall pay to the Agent the following fees,which shall be fully earned as of each respective date thereof, and payable infull on each such date:  $20,000 on March 13,2006, if the Loan and all accrued and unpaid interest have not been paid infull prior to such date; $20,000 on April 14, 2006, if the Loan and allaccrued and unpaid interest have not been paid in full prior to such date;$20,000 on May 12, 2006, if the Loan and all accrued and unpaid interesthave not been paid in full prior to such date; and $40,000 on the MaturityDate, if the Loan and all accrued and unpaid interest have not been paid infull prior to such date.

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# 7.                                       Miscellaneous.

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## (a)                                  Limited Effect. Except as expressly consented to hereby,the Credit Agreement and the other Credit Documents shall remain in full forceand effect in

 

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## accordance with their respective terms,without any consent, amendment, waiver or modification of any provisionthereof; provided, however, that upon the Effective Date, allreferences herein and therein to the “Credit Documents” shall be deemed toinclude, in any event, the Existing Credit Agreement, this Amendment,and all other documents delivered to the Agent or any Lender in connectiontherewith. Each reference to theCredit Agreement in any of the Credit Documents shall be deemed to be areference to the Credit Agreement as amended hereby.

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## (b)                                 Severability. In case any of the provisions of thisAmendment shall for any reason be held to be invalid, illegal, orunenforceable, such invalidity, illegality, or unenforceability shall notaffect any other provision hereof, and this Amendment shall be construed as ifsuch invalid, illegal, or unenforceable provision had never been containedherein.

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## (c)                                  Execution in Counterparts. This Amendment may be executed in anynumber of counterparts, all of which taken together shall constitute one andthe same instrument, and any party hereto may execute this Amendment bysigning one or more counterparts. Delivery of an executed counterpart of asignature page to this Amendment by facsimile, telecopier or PortableDocument Format (PDF) shall be effective as delivery of an originally executedcounterpart of this Amendment.

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## (d)                                 Governing Law. This Amendment shall be governed by, andconstrued and interpreted in accordance with, the laws of the State of NewYork; provided, however, that the Agent and the Lender shallretain all rights under federal law.

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## (e)                                  Rights of Third Parties. All provisions herein are imposed solelyand exclusively for the benefit of the Borrower, the Agent, the Lender, andtheir permitted successors and assigns, and no other Person shall be a director indirect legal beneficiary of, or have any direct or indirect cause ofaction or claim in connection with this Amendment or any of the other CreditDocuments.

 

## **(f)****                                   ****COMPLETE AGREEMENT****. THIS WRITTEN AMENDMENT AND THEOTHER WRITTEN AGREEMENTS ENTERED INTO AMONG THE PARTIES REPRESENT THE FINALAGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OFPRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARENO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.**

 

[SIGNATURES FOLLOW]

 

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IN WITNESSWHEREOF, the parties hereto have caused this Amendment to be duly executed anddelivered by their proper and duly authorized officers as of the day and yearfirst above written.

 

 
|       | BORROWER:                                |
|------------|------------------------------------------|
|       |                                     |
| ** ** | **THE DOE  RUN RESOURCES**               |
| ** ** | **CORPORATION**                          |
|       |                                     |
|       |                                     |
|       | By:                                      | /s/ David Chaput |   |
|       | Name:                                    | David Chaput |   |
|       | Title:                                   | V.P Finance, Treasurer and  CFO |   |
|       |                                     |   |   |
|       | the Borrower’s Address:             |
|       | The Doe Run Resources  Corporation       |
|       | 1801 Park 270 Drive                      |
|       | Suite 300                           |
|       | St. Louis, Missouri  63146               |
|       | Telecopy: (314)  453-7178                |
|       |                                     |
|       |                                     |
|       | AGENT AND  LENDER:                       |
|       |                                     |
|       | **THE RENCO GROUP, INC.**, as Agent |
|       | and  Lender                              |
|       |                                     |
|       |                                     |
|       | By:                                      | /s/  John A. Binko |   |
|       | Name:                                    | John  A. Binko |   |
|       | Title:                                   | Vice  President |   |
|       |                                     |
|       |                                     |
|       | The  Renco Group, Inc.              |
|       | 30  Rockefeller Plaza                    |
|       | New  York, New York 10112                |
|       | Telecopy:  (212) 541-6197                |
|            |                                          |  |  |  |  |  |  |

 

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