Exhibit 10.23.3


 


	
  US$139,062,500.00

  	
   

  	
  September 12, 2002, Amended Effective

  December 9, 2005

  



 


REVISED AND AMENDED SUBORDINATED PROMISSORY
NOTE


 


For value received, DOE RUN PERU S.R.L., with Taxpayer Registration
Number 20376303811, with domicile in Avenida Víctor Andrés Belaunde 147, Vía
Principal 155, Centro Empresarial Real, Torre Real Tres, Piso 9, San Isidro,
duly represented by Albert Bruce Neil, identified with Identity Card for
Residents No 000102841, Jaime Zavala Costa, identified with Identity Card No 09176189, with power of attorney registered in
the Electronic Act No 11015369, Entry C00021, of the Mercantile
Companies Book of the Lima Registry of Legal Entities (the “Borrower”), hereby promises to pay to or
to the order of The Doe Run Resources Corporation, a company organized under
the laws of the State of New York and with offices and domicile at 1801 Park
270 Drive Suite 300, St. Louis, MO 63146 United States of America (the “Holder”) or at such other location as the
Holder shall have designated from time to time in writing, in lawful money of
the United States of America and in immediately available funds, the principal
sum of One hundred thirty-nine million, sixty-two thousand, five hundred and
no/100 U.S. Dollars (U.S.$139,062,500.00) or such lesser principal amount as may then
be outstanding hereunder. The Outstanding Principal Amount shall bear no
interest until the Initial Due Date, as defined below. If the same is not paid
on or prior to the Initial Due Date, such Outstanding Principal Amount shall
thereafter bear interest at a floating rate of interest per annum equal to the
sum 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 by
the Borrower from time to time, at which such bank is offered U.S. dollar
deposits in the London Interbank Eurodollar Market in an amount equal to the
principal 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 replace
the LIBOR page on that service for the purpose of displaying London
Interbank Offered Rates of major banks) as of 11:00 am, London, England time (“LIBOR”) plus (b) 4%, calculated in
arrears on the basis of a 360-day year for the actual number of days involved
and shall be paid in arrears semi-annually calculated from the Initial Due
Date, or upon payment in full, whichever comes first. Except for such
prepayments as are specifically permitted pursuant to the terms of this Note,
the Outstanding Principal Amount shall be repaid on the Initial Due Date or at
any time during the 359-day period following the Initial Due Date, on
demand. The “Initial Due Date”
shall be December 9, 2006 or such later date as extended by application of
the provisions of Section 2(a)(ii)


 


For purposes of this Note, the term “Outstanding
Principal Amount” at any time shall mean the amount of U.S.$
139,062,500.00, less the amount of any principal repaid pursuant to the
provisions 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 Outstanding
Principal Amount may be reduced as 


 


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


 


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


 


1.                                       Application
of Payments. All payments received by the Holder pursuant to this Note
shall be applied in the following manner:


 


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


 


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


 


(c)                                 thirdly, to reduce the
Outstanding Principal Amount.


 


2.                                       Subordination


 


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


 


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


 


(ii)                                                     that
in case of renewal or extension of the Senior Debt or so long as the Senior
Debt is then outstanding as of the Initial Due Date, the interest-free term of
this Note shall be automatically extended for the same period as such renewal
or extension or until the Senior Debt is then no longer outstanding, if
earlier;


 


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


 


(iii)                                                       so
long as any Senior Debt is outstanding, no payment of principal or interest
under this Note shall be made except from Cash Flows Available for
Distribution, as the same is defined in the Senior Debt, or if no such term is
defined, except upon the prior consent of the holders of the Senior Debt.


 


(b)                                The Holder agrees that
it will not ask, demand, sue for, take, receive or retain from the Borrower, by
set-off or in any other manner, payment of all or any part of the
Outstanding Principal Amount, any interest, or any other amount payable in
respect of this Note, other than payments made at the times, in the amounts and
to the extent permitted under the provisions hereof, unless and until all of
the Senior Debt has been paid in full or unless the holders of Senior Debt
provide written


 


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


 


(c)                                 For purposes of this
Note, the term “Senior Debt” shall mean the principal of and interest on, and
other payments arising under (including any interest accruing after the filing
of a petition in bankruptcy or the commencement of any insolvency or bankruptcy
proceedings with respect to the Borrower), and all commissions, fees,
indemnities, premiums and other amounts payable in respect of, any amounts now
or hereafter owing by the Borrower under (i) that certain Working Capital
Facility between the Borrower and Banco de Credito del Peru (“BCP”) and its
successors and assigns and (ii) that certain Working Capital Finance
Facility Agreement between the Borrower and Servicios Mineros Integrados S.A.C,
and in each of (i) and (ii), together with any extension, modification or
renewal of the same.


 


(d)                                In the event of:


 


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


 


(ii)                  any
liquidation, dissolution or other winding up of the Borrower, whether partial
or complete and whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy; or


 


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


 


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


 


(e)                                 In the event and
during the continuation of any default in the payment when due of any amount
payable in respect of any Senior Debt, or in the event that any event of
default under any Senior Debt (or any event or condition that, with the giving
of notice or lapse of time, or both, would constitute an event of default under
any Senior Debt) shall have occurred and be continuing, unless and until
payment in full of the Senior Debt shall have been made or such event of
default 


 


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under any
Senior Debt (or any event or condition that, with the giving of notice or lapse
of 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 made
by the Borrower on or in respect of this Note.


 


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


 


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


 


(h)                                Without in any way
limiting the generality of the foregoing Subsection, the holders of Senior Debt
may, at any time and from time to time, without the consent of or notice to the
Holder, without incurring responsibility to the Holder, and without impairing
or releasing the subordination provided herein or the obligations hereunder of
the Holder, do any one or more of the following:


 


(i)                 change
the manner, place or terms of payment of or extend the time of payment of, or
increase, renew or alter, the Senior Debt, or otherwise amend or supplement in
any manner the Senior Debt or any instrument evidencing the same or any
agreement under which Senior Debt is outstanding;


 


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


 


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


 


(iv)                  exercise
or refrain from exercising any rights against the Borrower and any other
person.


 


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


 


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(j)                                    These subordination
provisions are intended solely to define the relative rights of the Holder and
its successors and assigns on the one hand and the holders of Senior Debt and
their respective successors and assigns on the other hand.


 


3.                                       Endorsement
of Annex. The Holder shall endorse on Annex A attached hereto all payments
of Outstanding Principal Amount. Such endorsements shall be presumptive
evidence as to the Outstanding Principal Amount from time to time, but the
failure to make such endorsements shall not affect the obligations of the
Borrower hereunder.


 


4.                                       Events
of Default and Remedies.


 


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


 


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


 


(ii)                                                     if
the Borrower commences a proceeding under the Bankruptcy Law of Peru, as now or
hereafter amended (which as of the date of this Note is referred to as “Texto
Unico Ordinado de la Ley de Reestructuración Patrimonial” ) or under any other
insolvency or similar law (whether now or hereafter in effect) of any
jurisdiction relating to the Borrower, or there is commenced against the
Borrower any such proceeding which remains undismissed for the period of time
permitted for denial under the applicable law, if any, or if the Borrower is
adjudged bankrupt or insolvent; or


 


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


 


(iv)                                                      a
receiver or trustee or other officer or representative of a court or of
creditors, or any court or governmental agency, shall under color of legal
authority take and hold possession of any substantial part of the property
or assets of the Borrower for a period in excess of 180 days; or


 


(v)                                                         an
event of default occurs pursuant to the Senior Debt (but in all cases, any
payment of this Note shall be subject to the subordination in favor of such
Senior Debt as set out in Section 2).


 


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


 


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


 


(c)                                 The Borrower covenants
that if the Holder declares that repayment of the Outstanding Principal Amount
is 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, and
henceforth interest shall accrue not only on the Outstanding Principal Amount
but, 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 out
in this Note. The Borrower further covenants and agrees to pay, upon any Event
of Default and in addition to the foregoing, 
such further amounts as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Holder, its agents and counsel.


 


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


 


5.                                       Withholding
Taxes. The Outstanding Principal Amount and any interest on this Note shall
be payable without deduction or withholding for or on account of any present or
future taxes, duties, fees or other charges levied or imposed on this Note or
the Holder by the Republic of Peru or any political subdivision or taxing
authority thereof or therein. If the Borrower is required by law to make any
such deduction or withholding, it will pay such additional amounts as may be
necessary so that the net payment of the Outstanding Principal Amount to the
Holder and every net payment of interest on this Note paid to the Holder will
not 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 of
Peru by reason of any relationship with or activity within the Republic of Peru
other than its ownership of this Note, and the Borrower is required to withhold
or deduct taxes solely by reason of such relationship or activity, the Borrower
shall not be obliged to pay to the Holder additional amounts equal to the
withheld amounts. To the extent that the Holder receives any reimbursement or
other amount on account of taxes remitted on the Holder’s behalf by the
Borrower such that the Holder makes double recovery, such reimbursement or other
amount shall be applied by the Holder to the repayment of monies owning under
this Note.


 


6.                                       Binding
Effect; Assignments. This Note shall be binding upon the successors and
assigns of the Borrower and shall inure to the benefit of the successors and assigns
of the Holder.


 


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7.                                       Certain
Definitions. For the purposes of this Note, the term “Banking Day” shall
mean 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, the
terms “Borrower” and “Holder” shall be deemed to include their respective
successors and assigns


 


8.                                       Governing
Law. This Note and the rights and obligations of the parties hereunder
shall be governed by and construed in accordance with the laws of the State of
New York, U.S.A., other than principles of conflicts of law, and the Borrower
hereby undertakes and agrees that this Note may be enforced in any state
or federal district court in the Borough of Manhattan. With respect to this
Note and the enforcement thereof, the Borrower irrevocably submits to the
non-exclusive jurisdiction of the state and/or federal district courts of the
Borough of Manhattan and irrevocably waives any objection which it may have
now or hereafter to such jurisdiction and agrees not to claim that any such
court is not a convenient or appropriate forum.


 


This Revised
and Amended Subordinated Note constitutes an amendment and restatement in its
entirety 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 deemed
to have commenced September 12, 2002, the date of the original
Subordinated 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 Run
Resources Corporation hereby accepts the terms of this Revised and Amended
Subordinated Promissory Note and acknowledged and agrees that is it bound by
the terms of subordinated contained therein.


 


The Doe Run
Resources Corporation


 


	
  By:

  	
    /s/
  David Chaput

  	
   

  



 


Date: 1-16-06


 


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ANNEX ONE


 


OUTSTANDING PRINCIPAL AMOUNT


 


	
  Payment Date:

  	
   

  	
  Principal Payment

  Amount

  	
   

  	
  Remaining Principal

  Amount

  	
   

  	
  Notes:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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