Exhibit 10.19.11


 


THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT


 


THIRD AMENDMENT TO AMENDED
AND 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 further
amended, restated, supplemented or otherwise modified and in effect from time
to time, the “Credit Agreement”) among THE DOE RUN RESOURCES
CORPORATION, a New York corporation (the the “Borrower”), the financial
institutions from time to time parties thereto (the “Lenders”), and THE
RENCO GROUP, INC., a New York corporation, as agent for the Lenders (in
such capacity, the “Agent”).


 


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


 


NOW, THEREFORE, in
consideration of premises, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:


 


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


 


2.                                       Amendments to Existing Credit Agreement. The Existing Credit Agreement is hereby
amended as follows:


 


(a)                                  Section 1
of the Existing Credit Agreement is hereby amended by deleting the definition
of “Applicable Rate” and substituting the following in lieu thereof:


 


“‘Applicable Rate’ means:


 


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


 


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


 


(b)                                 Section 1 of the Existing Credit
Agreement is hereby amended by adding the following definition in alphabetical
order:


 

















 


“‘Third Amendment Effective Date’: the “Effective
Date” 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 Credit
Agreement is hereby amended by deleting the definition of “Maturity Date” and
substituting the following in lieu thereof:


 


“‘Maturity Date’: November 22, 2005, provided
that 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 Maturity
Date shall be November 30, 2005.”


 


(d)                                 The
following Section 4.1.1. is hereby added following Section 4.1 of the
Existing Credit Agreement:


 


“4.1.1. Notwithstanding the foregoing, (i) on October 31,
2005, the Company will pay to the Agent an amount equal to all accrued and
unpaid premium, interest and fees (including, without limitation, the
anniversary fee described in Section 3.3.2. as well as the management
fee described in Section 6.9.2.) that is then due and payable and (ii) at
all times from and including October 31, 2005 through the Maturity Date,
the Company will pay to the Agent the maximum amount of outstanding principal on
the Loan plus accrued and unpaid interest in respect of such principal
amount of the Loan permitted to be repaid pursuant to Section 7.3(m)(vi)(C) of
the Congress/CIT Loan and Security Agreement, and in any event in an amount
sufficient such that no payment would be required to be made upon any exercise
of the Put Option (as defined in the Warrant Agreement) so long as any amount
of the Loan remains unpaid. The Company shall use its best efforts to manage
its affairs so as to repay the Term Loan as promptly as possible and in
accordance with clause (ii) above. Furthermore, the Company will provide
to the Agent on a daily basis an accounting in reasonable detail of the
Borrowing Base and the Excess Availability (each as defined in the Congress/CIT
Loan and Security Agreement, but in the case of Excess Availability calculated
without reference to clauses (a)(ii)(C) or (b)(ii)(C) of the
definition of Excess Availability in the Congress/CIT Loan and Security
Agreement).”


 


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


 


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


 


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


 


2

















 


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


 


3.                                       Representations
and Covenants. (a) To induce the Agent and the Lenders to enter into
this Amendment, the Borrower ratifies and confirms each representation and
warranty set forth in the Credit Agreement as if such representations and
warranties were made on even date herewith, and further represents and warrants
that (i) no material adverse change has occurred in the financial
condition or business prospects of the Borrower since the date of the last
financial statements delivered to the Agent and the Lenders, (ii) after
giving effect to this Amendment, no Default or Event of Default has occurred
and is continuing, and (iii) the Borrower is fully authorized to enter
into this Amendment.


 


(b) The Borrower, the Agent and the Lender each
agrees 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 pay
an 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 shall
pay 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) Business
Days following the date of this Amendment jointly determine in good faith that
the amounts of such fees are in excess of the amounts which would be payable in
accordance with current market practice for similar transactions, then the
amounts of such fees shall be reduced to such amount consistent with such
market practice; and provided, further, that if the Maturity Date
shall have been extended in accordance with the proviso to the definition of “Maturity
Date” (as amended in accordance with this Amendment), then the amount of such
fees described above in this Section 3(b) shall be reduced by 50% and
the fees payable pursuant to subclause (iii) hereof shall be payable
instead on November 30, 2005. Such fees may be waived at the sole
discretion of the Agent.


 


4.                                       Consent
and Waiver. Notwithstanding anything in the Credit Agreement to the
contrary, the Required Lenders hereby


 


(a)                                  waive
compliance with Section 6.5.7. of the Existing Credit Agreement for the
portion of the fiscal year ended October 31, 2005 prior to the Effective
Date; and


 


3

















 


(b)                                 waive
compliance with 6.4.4(a) of the Existing Credit Agreement with respect to
the time of the delivery of the annual budget for the Company’s fiscal year
ended October 31, 2006; provided, however, that this waiver is
given on the condition that such annual budget be delivered by the Company no
later than November 15, 2005.


 


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


 


(a)                                  Fees and Expenses. The Agent and the Lenders shall have
received payment of any fees or expenses owed to them by the Borrower as of the
Effective Date,


 


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


 


(i)                                     this
Amendment, executed by a duly authorized officer of each of the Borrower and
the Required Lenders;


 


(ii)                                  an
endorsement to the Note, substantially in the form of Exhibit A
to this Amendment; and


 


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


 


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


 


(d)                                 No Default. On the Effective Date after giving effect to this Amendment, the
Borrower shall be in compliance in all material respects with all of the terms
and provisions set forth in the Credit Agreement and the other Credit Documents
on its part to be observed and no Event of Default shall have occurred and
be continuing.


 


6.                                       Miscellaneous.


 


(a)                                  Limited Effect. Except as expressly consented to hereby,
the Credit Agreement and the other Credit Documents shall remain in full force
and 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 “Credit
Documents” 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 in
connection therewith. Each reference to
the


 


4

















 


Credit
Agreement in any of the Credit Documents shall be deemed to be a reference to
the Credit Agreement as amended hereby.


 


(b)                                 Severability. In case any of the provisions of this
Amendment shall for any reason be held to be invalid, illegal, or
unenforceable, such invalidity, illegality, or unenforceability shall not
affect any other provision hereof, and this Amendment shall be construed as if
such invalid, illegal, or unenforceable provision had never been contained herein.


 


(c)                                  Execution in Counterparts. This Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument, and any party hereto may execute this Amendment by
signing one or more counterparts. Delivery of an executed counterpart of a
signature page to this Amendment by facsimile, telecopier or Portable
Document Format (PDF) shall be effective as delivery of an originally executed
counterpart of this Amendment.


 


(d)                                 Governing Law. This Amendment shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New
York; provided, however, that the Agent and the Lenders shall
retain all rights under federal law.


 


(e)                                  Rights of Third Parties. All provisions herein are imposed solely
and exclusively for the benefit of the Borrower, the Agent, the Lenders, and
their permitted successors and assigns, and no other Person shall be a direct
or indirect legal beneficiary of, or have any direct or indirect cause of
action or claim in connection with this Amendment or any of the other Credit
Documents.


 


(f)                                    COMPLETE AGREEMENT. THIS WRITTEN AMENDMENT AND THE
OTHER WRITTEN AGREEMENTS ENTERED INTO AMONG THE PARTIES REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


[SIGNATURES FOLLOW]


 


5

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized officers as of the day and year
first 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