**Exhibit 10.19.11**

 

**THIRD AMENDMENT TOAMENDED AND RESTATED CREDIT AGREEMENT**

 

THIRD AMENDMENT TO AMENDEDAND RESTATED CREDIT AGREEMENT, dated as of October 14, 2005 (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 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 1of the Existing Credit Agreement is hereby amended by deleting the definitionof “Applicable Rate” and substituting the following in lieu thereof:

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“‘Applicable Rate’ means:

 

(a)                                  onany date prior to the Maturity Date on which no Event of Default exists, 111⁄4%;and

 

(b)                                 onany date on which any Event of Default exists or which is on or after theMaturity Date, 131⁄4%.”

 

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

 

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“‘Third Amendment Effective Date’: the “EffectiveDate” as defined under Section 5 of the Third Amendment, dated as of October 14,2005, to the Credit Agreement.”

 

## (c)                                  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’: November 22, 2005, providedthat if the Company shall have paid at least $7,500,000 of principal, interest,premium and fees (other than the management fee described in Section 6.9.2.)owing under the Credit Agreement prior to October 31, 2005, the MaturityDate shall be November 30, 2005.”

 

## (d)                                 Thefollowing Section 4.1.1. is hereby added following Section 4.1 of theExisting Credit Agreement:

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“4.1.1. Notwithstanding the foregoing, (i) on October 31,2005, the Company will pay to the Agent an amount equal to all accrued andunpaid premium, interest and fees (including, without limitation, theanniversary fee described in Section 3.3.2. as well as the managementfee described in Section 6.9.2.) that is then due and payable and (ii) atall times from and including October 31, 2005 through the Maturity Date,the Company will pay to the Agent the maximum amount of outstanding principal onthe Loan plus accrued and unpaid interest in respect of such principalamount of the Loan permitted to be repaid pursuant to Section 7.3(m)(vi)(C) ofthe Congress/CIT Loan and Security Agreement, and in any event in an amountsufficient such that no payment would be required to be made upon any exerciseof the Put Option (as defined in the Warrant Agreement) so long as any amountof the Loan remains unpaid. The Company shall use its best efforts to manageits affairs so as to repay the Term Loan as promptly as possible and inaccordance with clause (ii) above. Furthermore, the Company will provideto 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).”

 

## (e)                                  Section 6.5.7of the Existing Credit Agreement is hereby amended by deleting from the tableset forth therein the amount for the fiscal year ending October 31, 2005and inserting “$36,500,000” in lieu thereof.

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## (f)                                    Thefollowing paragraph is hereby added to Section 6.9 following Section 6.9.10of the Existing Credit Agreement:

 

“Notwithstanding the foregoing, if at least $7,500,000of principal, interest, premium and fees (other than the management feedescribed in Section

 

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6.9.2.) owing under the CreditAgreement has not been repaid by October 31, 2005, then from and after theThird Amendment Effective Date until the Loan and all accrued and unpaidinterest, premium and fees and other Credit Obligations are repaid in full,neither the Company nor any of it Subsidiaries shall make any Distribution orother payment in respect of any management bonuses, profit-sharing arrangementsor Net Worth Appreciation Agreements, to the extent payable to any employeethat is a party to any employment agreement with the Company or any of itsSubsidiaries.”

 

# 3.                                       Representationsand Covenants. (a) To induce the Agent and the Lenders to enter intothis Amendment, the Borrower ratifies and confirms each representation andwarranty set forth in the Credit Agreement as if such representations andwarranties were made on even date herewith, and further represents and warrantsthat (i) no material adverse change has occurred in the financialcondition or business prospects of the Borrower since the date of the lastfinancial statements delivered to the Agent and the Lenders, (ii) aftergiving effect to this Amendment, no Default or Event of Default has occurredand is continuing, and (iii) the Borrower is fully authorized to enterinto this Amendment.

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## (b) The Borrower, the Agent and the Lender eachagrees that if the Loan is not repaid in full: (i) on or prior to November 8,2005, the Borrower shall pay a fee to the Agent in the amount of $25,000 on November 8,2005, (ii) on or prior to November 15, 2005, the Borrower shall payan additional fee to the Agent in the amount of $50,000 on November 15,2005, and (iii) on or prior to November 22, 2005, the Borrower shallpay an additional fee to the Agent in the amount of $100,000 on November 22,2005; provided that, if the Borrower, Agent and Lender shall within ten (10) BusinessDays following the date of this Amendment jointly determine in good faith thatthe amounts of such fees are in excess of the amounts which would be payable inaccordance with current market practice for similar transactions, then theamounts of such fees shall be reduced to such amount consistent with suchmarket practice; and provided, further, that if the Maturity Dateshall have been extended in accordance with the proviso to the definition of “MaturityDate” (as amended in accordance with this Amendment), then the amount of suchfees described above in this Section 3(b) shall be reduced by 50% andthe fees payable pursuant to subclause (iii) hereof shall be payableinstead on November 30, 2005. Such fees may be waived at the solediscretion of the Agent.

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4.                                       Consentand Waiver. Notwithstanding anything in the Credit Agreement to thecontrary, the Required Lenders hereby

 

(a)                                  waivecompliance with Section 6.5.7. of the Existing Credit Agreement for theportion of the fiscal year ended October 31, 2005 prior to the EffectiveDate; and

 

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## (b)                                 waivecompliance with 6.4.4(a) of the Existing Credit Agreement with respect tothe time of the delivery of the annual budget for the Company’s fiscal yearended October 31, 2006; provided, however, that this waiver isgiven on the condition that such annual budget be delivered by the Company nolater than November 15, 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 Lenders 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 duly authorized officer of each of the Borrower andthe Required Lenders;

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## (ii)                                  anendorsement to the Note, substantially in the form of Exhibit Ato this Amendment; and

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## (iii)                               such other documents orcertificates as the Agent or counsel to the Agent may reasonably request.

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## (c)                                  Congress / CIT Amendment. Amendment No. 3, dated as of October 14,2005, to the Congress / CIT Loan and Security Agreement shall have been, orshall concurrently be, executed and delivered in form and substancesatisfactory to the Agent and the conditions precedent to the effectiveness thereofshall have been, or shall concurrently be, satisfied or waived.

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## (d)                                 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.                                       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 accordance with their respective terms, without any consent,amendment, waiver or modification of any provision thereof; provided, however,that upon the Effective Date, all references herein and therein to the “CreditDocuments” shall be deemed to include, in any event, the Existing Credit Agreement,this Amendment, and all other documents delivered to the Agent or any Lender inconnection therewith. Each reference tothe

 

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## CreditAgreement in any of the Credit Documents shall be deemed to be a reference tothe 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 contained herein.

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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.

 

## (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 Lenders 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 Lenders, 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 &  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/  Roger L. Fay |   |
|       | Name:                                    | Roger  L. Fay |   |
|       | Title:                                   | Vice  President - Finance |   |
|       |                                     |
|       |                                     |
|       | The  Renco Group, Inc.              |
|       | 30  Rockefeller Plaza                    |
|       | New  York, New York 10112                |
|       | Telecopy:  (212) 541-6197                |
|            |                                          |  |  |  |  |  |  |  |

 

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