Exhibit 10.5.15


 


[Execution Version]


 


AMENDMENT NO. 3


TO


AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT


 


AMENDMENT NO. 3 TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT, dated as of October 14, 2005, by and among
Wachovia Bank, National Association, 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, Amendment No. 2 to Amended and
Restated Loan and Security Agreement, dated as of April 9, 2004, and as
further amended by this Amendment No. 3 to Amended and Restated Loan and
Security Agreement (this “Amendment”), dated as of the date hereof (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 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 that Agent
and Lenders agree to (a) extend the term of the Financing Agreements to August 29,
2008, (b) lower and revise the method of calculating the Interest Rate, (c) increase
the sublimit on the amount of Letter of Credit Accommodations that may be
made available under the Loan Agreement to $20,000,000, (d) eliminate the
requirement that Borrowers maintain a minimum amount of Consolidated Net Worth,
revise the minimum amounts of EBITDA that Borrowers and their Subsidiaries are
required to maintain, amend the minimum Fixed Charge Coverage Ratio that
Borrowers and their Subsidiaries are required to maintain and modify the
maximum amount of Capital Expenditures that Borrowers and their Subsidiaries
are permitted to make, (e) terminate the Supplemental Loan Credit Facility
and (f) enter into certain other amendments to the Loan Agreement;


 

















 


WHEREAS, Agent, Co-Agent and Lenders are
willing to agree to such extension and amendments, subject to the terms and
conditions herein; and


 


WHEREAS, by this Amendment, Agent, Lenders,
Borrowers and Guarantor desire and intend to evidence such extension and
amendments;


 


NOW THEREFORE, in consideration of the
foregoing and the mutual agreements and covenants contained herein, the parties
hereto agree as follows:


 


Section 1.                                            Definitions.


 


1.1                                 Additional
Definitions.


 


(a)                                  “Adjusted Eurodollar
Rate” shall mean, with respect to each Interest Period for any Eurodollar Rate
Loan comprising part of the same borrowing (including conversions,
extensions and renewals), the rate per annum determined by dividing (i) the
London Interbank Offered Rate for such Interest Period by (ii) a
percentage equal to: (A) one (1) minus (B) the Reserve Percentage.
For purposes hereof, “Reserve Percentage” shall mean for any day, that
percentage (expressed as a decimal) which is in effect from time to time under
Regulation D of the Board of Governors of the Federal Reserve System (or any
successor), as such regulation may be amended from time to time or any
successor regulation, as the maximum reserve requirement (including, without
limitation, any basic, supplemental, emergency, special, or marginal reserves)
applicable with respect to “Eurocurrency liabilities” (as that term is defined
in Regulation D), or against any other category of liabilities that includes
deposits by reference to which the interest rate of Eurodollar Loans is
determined, whether or not any Lender has any Eurocurrency liabilities subject
to such reserve requirement at that time. Eurodollar Loans shall be deemed to
constitute Eurocurrency liabilities and as such shall be deemed subject to
reserve requirements without benefits of credits for proration, exceptions or
offsets that may be available from time to time to a Lender. The Adjusted
Eurodollar Rate shall be adjusted automatically on and as of the effective date
of any change in the Reserve Percentage.


 


(b)                                 “Applicable Margin”
shall mean, at any time, as to the Interest Rate for Prime Rate Loans and the
Interest Rate for Eurodollar Rate Loans, the applicable percentage (on a per
annum basis) set forth below if the Quarterly Average Excess Availability for
the immediately preceding fiscal quarter is at or within the amounts indicated
for such percentage:


 


	
  Tier

  	
   

  	
  Quarterly Average

  Excess Availability

  	
   

  	
  Applicable

  Prime Rate

  Margin

  	
   

  	
  Applicable

  Eurodollar

  Rate Margin

  	
   

  
	
  1

  	
   

  	
  $15,000,000 or more

  	
   

  	
  .25

  	
  %

  	
  2.50

  	
  %

  
	
  2

  	
   

  	
  Greater than or equal to $10,000,000 and
  less than $15,000,000

  	
   

  	
  .50

  	
  %

  	
  2.75

  	
  %

  



 


2

















 


	
  3

  	
   

  	
  Greater than or equal to $5,000,000 and
  less than $10,000,000

  	
   

  	
  .75

  	
  %

  	
  3.00

  	
  %

  
	
  4

  	
   

  	
  Less than $5,000,000

  	
   

  	
  1.00

  	
  %

  	
  3.25

  	
  %

  



 


; provided, that, the Applicable Margin shall be
calculated and established once, effective as of the first (1st) day
of the second month of each fiscal quarter, commencing with the fiscal quarter
beginning on February 1, 2006 and shall remain in effect until adjusted
thereafter on the first (1st) day of the second month of each fiscal
quarter thereafter.


 


(c)                                  “Carry Over Capital
Expenditures” shall mean the amount of Capital Expenditures not made by
Borrowers in a period that Borrowers would otherwise be permitted to make in
such period as provided by Section 7.22 of the Loan Agreement.


 


(d)                                 “Default” shall mean
an act, condition or event which with notice or passage of time or both would
constitute an Event of Default.


 


(e)                                  “Eurodollar Rate
Loans” shall mean any Loans or portion thereof with respect to which interest
is payable based on the Adjusted Eurodollar Rate in accordance with the terms
of the Loan Agreement.


 


(f)                                    “Interest Period”
shall mean for any Eurodollar Rate Loan, a period of approximately one (1), two
(2), three (3) or six (6) months duration as any Borrower (or
Administrative Borrower on behalf of such Borrower) may elect, the exact
duration to be determined in accordance with the customary practice in the
applicable London interbank market; provided, that, such Borrower
(or Administrative Borrower on behalf of such Borrower) may not elect an
Interest Period which will end after the last day of the then-current term of
the Loan Agreement.


 


(g)                                 “London Interbank
Offered Rate” shall mean, with respect to any Eurodollar Rate Loan for the
Interest Period applicable thereto, the rate of interest per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750
(or any successor page) as the London interbank offered rate for deposits in
U.S. Dollars at approximately 11:00 A.M. (London time) two (2) Business
Days prior to the first day of such Interest Period for a term comparable to
such Interest Period; provided, that, if more than one rate is specified on
Telerate Page 3750, the applicable rate shall be the arithmetic mean of
all such rates. If, for any reason, such rate is not available, the term “London
Interbank Offered Rate” shall mean, with respect to any Eurodollar Loan for the
Interest Period applicable thereto, the rate of interest per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen
LIBO Page as the London interbank offered rate for deposits in Dollars at
approximately 11:00 A.M. (London time) two (2)  Business Days prior
to the first day of such Interest Period for a term comparable to such Interest
Period; provided, however, if more than one rate is specified on Reuters Screen
LIBO Page, the applicable rate shall be the arithmetic mean of all such rates.


 


3

















 


(h)                                 “Prime Rate Loans”
shall mean any Loans or portion thereof on which interest is payable based on
the Prime Rate in accordance with the terms thereof.


 


(i)                                     “Quarterly Average
Excess Availability” shall mean, at any time, the average of the aggregate
amount of the Excess Availability of Borrowers for the immediately preceding
fiscal quarter based on the books and records of Agent reported to Borrowers
(or to Administrative Borrower on behalf of Borrowers).


 


1.2                                 Amendments to
Definitions.


 


(a)                                  Agent.


 


(i)                                     All references to
the term “Agent” in the Loan Agreement shall be deemed and each such reference
is hereby amended to mean Wachovia Bank, National Association, a national
banking association, successor by merger to Congress Financial Corporation, in
its capacity as administrative agent and collateral agent on behalf of Lenders
pursuant to the terms hereof and any replacement or successor agent hereunder.


 


(ii)                                  All references to the
term “Agent” in the Financing Agreements, other than the Loan Agreement, shall
be deemed and each such reference is hereby amended to mean Wachovia Bank,
National Association, a national banking association, successor by merger to
Congress Financial Corporation, in its capacity as administrative agent and
collateral agent on behalf of Lenders pursuant to the terms of the Loan
Agreement and any replacement or successor agent under the Loan Agreement.


 


(b)                                 Borrowing Base Loan
Limit. All references to the term “Borrowing Base Loan Limit” in the Loan
Agreement and the other Financing Agreements shall be deemed and each such
reference is hereby amended to mean, as to each Borrower the lesser of: (i) the
Borrowing Base of such Borrower (subject to the limitations set forth in Section 3.1(b) of
the Loan Agreement) or (ii) the Maximum Credit minus the sum of (A) the
aggregate amount of all Borrowing Base Loans outstanding to the other Borrowers
plus (B) the amount of all then outstanding Letter of Credit
Accommodations.


 


(c)                                  Business Day.
All references to the term “Business Day” in the Loan Agreement and the other
Financing Agreements shall be deemed and each such reference is hereby amended
to mean any day other than a Saturday, Sunday, or other day on which commercial
banks are authorized or required to close under the laws of the State of New
York or the State of North Carolina, and a day on which Agent is open for the
transaction of business, except that if a determination of a Business Day shall
relate to any Eurodollar Rate Loans, the term Business Day shall also exclude
any day on which banks are closed for dealings in dollar deposits in the London
interbank market or other applicable London interbank market.


 


(d)                                 Congress. All
references to the term “Congress” in the Loan Agreement and the other Financing
Agreements shall be deemed and each such reference is hereby re-designated “Wachovia”
and amended to mean Wachovia Bank, National Association, in its individual
capacity, and its successors and assigns.


 


4

















 


(e)                                  Fixed Charges.
All references to the term “Fixed Charges “ in the Loan Agreement and the other
Financing Agreements shall be deemed and each such reference is hereby amended
to mean, as to any Person and its Subsidiaries (in the case of Doe Run and its
Subsidiaries, excluding Doe Run Cayman and its Subsidiaries), with respect to
any period the sum of, without duplication, (i) all Net Interest Expense, plus
(ii) all Capital Expenditures, plus (iii) all regularly
scheduled (as determined at the beginning of the respective period) principal
payments of Indebtedness for borrowed money (including any mandatory principal
payments in respect thereof) and Indebtedness with respect to Capital Lease
Obligations (and without duplicating in items (i) and (iii) of this
definition, the interest component with respect to Indebtedness under Capital
Leases Obligations), plus (iv) any cash payments in respect of any
defined pension benefit plan in excess of the amount deducted in respect
thereof in calculating Consolidated Net Income. The foregoing shall not be
construed to include principal payments on Indebtedness arising pursuant to
revolving loans and advances under the Loan Agreement or principal payments on
Indebtedness arising pursuant to the term loan under the Term Loan Agreement.


 


(f)                                    Interest Rate.
All references to the term “Interest Rate” in the Loan Agreement and the other
Financing Agreements shall be deemed and each such reference is hereby amended
to mean the following:


 


(i)                                     Subject to
adjustment as provided in clause (ii) of this definition below:


 


(A)                              as to Prime Rate Loans, a
rate equal to three-quarters of one percent (3/4%) per annum in excess of the
Prime Rate, and


 


(B)                                as to Eurodollar Rate
Loans, a rate equal to three (3%) 
percent per annum in excess of the Adjusted Eurodollar Rate (in each
case, based on the London Interbank Offered Rate applicable for the Interest
Period selected by a Borrower, or by Administrative Borrower on behalf of such
Borrower, as in effect two (2) Business Days prior to the commencement of
the Interest Period, whether such rate is higher or lower than any rate
previously quoted to any Borrower or Guarantor).


 


(ii)                                  Subject to clause (iii) of
this definition below, effective as of the first (1st) day of the second month
of each fiscal quarter (commencing with the quarter beginning on February 1,
2006), the Interest Rate payable by each Borrower shall be increased or
decreased, as the case may be, (A) as to Prime Rate Loans, to the
rate equal to the Applicable Margin for Prime Rate Loans on a per annum basis
in excess of the Prime Rate and (B) as to Eurodollar Rate Loans, to the
rate equal to the Applicable Margin for Eurodollar Rate Loans on a per annum
basis in excess of the Adjusted Eurodollar Rate as may be in effect from
time to time for any Interest Period.


 


(iii)                               Notwithstanding anything
to the contrary contained in clauses (i) and (ii) of this definition,
the Applicable Margin otherwise used to calculate the Interest Rate for Prime
Rate Loans and Eurodollar Rate Loans shall be the highest percentage set forth
in the definition of the term Applicable Margin for each category of Loans
(without regard to the amount of Quarterly Average Excess Availability) plus
Agent may, at its option, and upon the


 


5

















 


written direction of Majority Lenders shall, as to Prime Rate Loans,
increase such rate to a rate three (3%) percent per annum above the Prime Rate
and, as to Eurodollar Rate Loans, increase such rate to a rate five and one
quarter (5.25%) percent per annum above the Adjusted Eurodollar Rate at any
time without notice (a) for the period on and after (i) the date of
termination or non-renewal of the Financing Agreements until such time as all
Obligations are indefeasibly paid in full (notwithstanding entry of any
judgment against a Borrower), or (ii) the date of any Event of Default,
and for so long as such Event of Default exists or is continuing, as determined
by Agent and (b) on the Borrowing Base Loans at any time outstanding in
excess of the Borrowing Base of such Borrower or the Borrowing Base Loan Limit
of such Borrower (whether or not such excess(es) arise or are made with or
without Agent’s knowledge or consent and whether made before or after an Event
of Default).


 


(g)                                 Letter of Credit
Accommodations. All references to the term “Letter of Credit Accommodations”
in the Loan Agreement and the other Financing Agreements shall be deemed and
each such reference is hereby amended to mean the Borrowing Base LC
Accommodations.


 


(h)                                 Loans. All
references to the term “Loans” in the Loan Agreement and the other Financing
Agreements shall be deemed and each such reference is hereby amended to mean
the Borrowing Base Loans.


 


1.3                                 Interpretation.
For purposes of this Amendment, unless otherwise defined herein, all terms used
herein shall have the respective meanings assigned to such terms in the Loan
Agreement.


 


Section 2.                                            Interest
Rate.


 


2.1                                 Effective as of the
date hereof, the Interest Rate shall be revised to be the Interest Rate as
amended hereby and shall thereafter be calculated at the Applicable Rate in
accordance with the terms and conditions of the Loan Agreement as amended
hereby.


 


2.2                                 Section 3.8 of
the Loan Agreement is hereby deleted and replaced with the following:


 


                                                “3.8  Interest.


 


(a)                                  Borrowers shall pay
to Agent, for the ratable benefit of Lenders, interest on the outstanding
principal amount of the Loans at the Interest Rate. All interest accruing
hereunder on and after the date of any Event of Default or termination hereof
shall be payable on demand.


 


(b)                                 Each Borrower (or
Administrative Borrower on behalf of such Borrower) may from time to time
request Eurodollar Rate Loans or may request that Prime Rate Loans be
converted to Eurodollar Rate Loans or that any existing Eurodollar Rate Loans
continue for an additional Interest Period. Such request from a Borrower (or
Administrative Borrower on behalf of such Borrower) shall specify the amount of
the Eurodollar Rate Loans or the amount of the Prime Rate Loans to be converted
to Eurodollar Rate Loans or the amount of the Eurodollar Rate Loans to be
continued


 


6

















 


(subject to the limits set forth below) and
the Interest Period to be applicable to such Eurodollar Rate Loans. Subject to
the terms and conditions contained herein, three (3) Business Days after
receipt by Agent of such a request from a Borrower (or Administrative Borrower
on behalf of such Borrower), such Eurodollar Rate Loans shall be made or Prime
Rate Loans shall be converted to Eurodollar Rate Loans or such Eurodollar Rate
Loans shall continue, as the case may be, provided, that, (i) no
Default or Event of Default shall exist or have occurred and be continuing, (ii) no
party hereto shall have sent any notice of termination of this Agreement, (iii) such
Borrower (or Administrative Borrower on behalf of such Borrower) shall have
complied with such customary procedures as are established by Agent and
specified by Agent to Administrative Borrower from time to time for requests by
Borrowers for Eurodollar Rate Loans, (iv) no more than four (4) Interest
Periods may be in effect at any one time, (v) the aggregate amount of
the Eurodollar Rate Loans must be in an amount not less than $5,000,000 or an
integral multiple of $1,000,000 in excess thereof, (vi) the maximum amount
of the Eurodollar Rate Loans in the aggregate at any time requested by
Borrowers shall not exceed the amount equal to eighty (80%) percent of the
lowest principal amount of the Borrowing Base Loans which it is anticipated
will be outstanding during the applicable Interest Period, in each case as
determined by Agent in good faith (but with no obligation of Agent or Lenders
to make such Loans), and (vii) Agent and each Lender shall have determined
that the Interest Period or Adjusted Eurodollar Rate is available to Agent and
such Lender and can be readily determined as of the date of the request for
such Eurodollar Rate Loan by such Borrower. Any request by or on behalf of a
Borrower for Eurodollar Rate Loans or to convert Prime Rate Loans to Eurodollar
Rate Loans or to continue any existing Eurodollar Rate Loans shall be
irrevocable. Notwithstanding anything to the contrary contained herein, Agent
and Lenders shall not be required to purchase United States Dollar deposits in
the London interbank market or other applicable Eurodollar Rate market to fund
any Eurodollar Rate Loans, but the provisions hereof shall be deemed to apply
as if Agent and Lenders had purchased such deposits to fund the Eurodollar Rate
Loans.


 


(c)                                  Any Eurodollar Rate
Loans shall automatically convert to Prime Rate Loans upon the last day of the
applicable Interest Period, unless Agent has received and approved a request to
continue such Eurodollar Rate Loan (and unless Co-Agent has also received such
request), in each case, at least three (3) Business Days prior to such
last day in accordance with the terms hereof. Any Eurodollar Rate Loans shall,
at Agent’s option, upon notice by Agent to Administrative Borrower, be
subsequently converted to Prime Rate Loans in the event that this Agreement
shall terminate or not be renewed. Borrowers shall pay to Agent, for the
ratable benefit of Lenders, upon demand by Agent (or Agent may, at its option,
charge any loan account of any Borrower) any amounts required to compensate any
Lender or Participant for any loss (including loss of anticipated profits),
cost or expense incurred by such person, as a result of the conversion of
Eurodollar Rate Loans to Prime Rate Loans pursuant to any of the foregoing.


 


(d)                                 Interest shall be
payable by Borrowers to Agent, for the account of Lenders, monthly in arrears
not later than the first day of each calendar month and shall be calculated on
the basis of a three hundred sixty (360) day year and actual days elapsed. The
interest rate on non-contingent Obligations (other than Eurodollar Rate Loans)
shall


 


7

















 


increase or decrease by an amount equal to
each increase or decrease in the Prime Rate effective on the first day of the
month after any change in such Prime Rate is announced based on the Prime Rate
in effect on the last day of the month in which any such change occurs. In no
event shall charges constituting interest payable by Borrowers to Agent and
Lenders exceed the maximum amount or the rate permitted under any applicable
law or regulation, and if any such part or provision of this Agreement is
in contravention of any such law or regulation, such part or provision
shall be deemed amended to conform thereto.


 


(e)                                  If
the closing daily balance in all of the loan account(s) of Borrowers on a combined
basis as of any day is a credit balance, so long as (i) 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,
and (ii) Excess Availability is at least $1.00, Lender shall, on the first
day of the next month, credit the loan account(s) of Borrowers with, in total,
an amount calculated upon such credit balance at the rate of the Prime Rate. Such
amount to be credited shall be calculated on the basis of a three hundred sixty
(360) day year and actual days elapsed. The Prime Rate used to calculate such
credit to the loan account(s) of Borrowers shall increase or decrease by an
amount equal to such increase or decrease in such Prime Rate effective on the
first day of the month after any change in such Prime Rate is announced based
on the Prime Rate in effect on the last day of the month in which any such
change occurs.”


 


2.3                                 Effective as of the
date hereof, Section 3.6 of the Loan Agreement is hereby deleted and
replaced with the following:


 


“3.6  Changes in Laws and Increased Costs of
Loans.


 


                                                (a) 
If after the date hereof, either (i) any change in, or in the
interpretation of, any law or regulation is introduced, including, without
limitation, with respect to reserve requirements, applicable to Lender or any
banking or financial institution from whom any Lender borrows funds or obtains
credit (a “Funding Bank”), or (ii) a Funding Bank or any Lender complies
with any future guideline or request from any central bank or other
Governmental Authority or (iii) a Funding Bank or any Lender determines
that the adoption of any applicable law, rule or regulation regarding
capital adequacy, or any change therein, or any change in the interpretation or
administration thereof by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof has
or would have the effect described below, or a Funding Bank or any Lender
complies with any request or directive regarding capital adequacy (whether or
not having the force of law) of any such authority, central bank or comparable
agency, and in the case of any event set forth in this clause (iii), such
adoption, change or compliance has or would have the direct or indirect effect
of reducing the rate of return on any Lender’s capital as a consequence of its
obligations hereunder to a level below that which such Lender could have
achieved but for such adoption, change or compliance (taking into consideration
the Funding Bank’s or Lender’s policies with respect to capital adequacy) by an
amount deemed by such Lender to be material, and the result of any of the
foregoing events described in clauses (i), (ii) or


 


8

















 


(iii) is or results in an increase in
the cost to any Lender of funding or maintaining the Loans, the Letter of
Credit Accommodation or its Commitment, then Borrowers and Guarantor shall from
time to time upon demand by Agent pay to Agent additional amounts sufficient to
indemnify such Lender, as the case may be, against such increased cost on
an after-tax basis (after taking into account applicable deductions and credits
in respect of the amount indemnified). A certificate as to the amount of such
increased cost shall be submitted to Administrative Borrower by Agent and shall
be conclusive, absent manifest error.


 


(b)  If
prior to the first day of any Interest Period, (i) Agent shall have
determined in good faith (which determination shall be conclusive and binding
upon Borrowers and Guarantor) that, by reason of circumstances affecting the
relevant market, adequate and reasonable means do not exist for ascertaining
the Eurodollar Rate for such Interest Period, (ii) Agent has received
notice from the Majority Lenders that the Eurodollar Rate determined or to be
determined for such Interest Period will not adequately and fairly reflect the
cost to Lenders of making or maintaining Eurodollar Rate Loans during such
Interest Period, or (iii) Dollar deposits in the principal amounts of the
Eurodollar Rate Loans to which such Interest Period is to be applicable are not
generally available in the London interbank market, Agent shall give telecopy
or telephonic notice thereof to Administrative Borrower as soon as practicable
thereafter, and will also give prompt written notice to Administrative Borrower
when such conditions no longer exist. If such notice is given (A) any
Eurodollar Rate Loans requested to be made on the first day of such Interest
Period shall be made as Prime Rate Loans, (B) any Loans that were to have
been converted on the first day of such Interest Period to or continued as
Eurodollar Rate Loans shall be converted to or continued as Prime Rate Loans
and (C) each outstanding Eurodollar Rate Loan shall be converted, on the
last day of the then-current Interest Period thereof, to Prime Rate Loans. Until
such notice has been withdrawn by Agent, no further Eurodollar Rate Loans shall
be made or continued as such, nor shall any Borrower (or Administrative Borrower
on behalf of any Borrower) have the right to convert Prime Rate Loans to
Eurodollar Rate Loans.


 


(c) 
Notwithstanding any other provision herein, if the adoption of or any change in
any law, treaty, rule or regulation or final, non-appealable determination
of an arbitrator or a court or other Governmental Authority or in the
interpretation or application thereof occurring after the date hereof shall
make it unlawful for Agent or any Lender to make or maintain Eurodollar Rate
Loans as contemplated by this Agreement, (i) Agent or such Lender shall
promptly give written notice of such circumstances to Administrative Borrower
(which notice shall be withdrawn whenever such circumstances no longer exist), (ii) the
commitment of such Lender hereunder to make Eurodollar Rate Loans, continue
Eurodollar Rate Loans as such and convert Prime Rate Loans to Eurodollar Rate
Loans shall forthwith be canceled and, until such time as it shall no longer be
unlawful for such Lender to make or maintain Eurodollar Rate Loans, such Lender
shall then have a commitment only to make a Prime Rate Loan when a Eurodollar
Rate Loan is requested and (iii) such Lender’s Loans then outstanding as
Eurodollar Rate Loans, if any, shall be converted automatically to Prime Rate
Loans on the respective last days of the then current Interest Periods with
respect to such Loans or within such earlier period as required by law. If any
such conversion of a Eurodollar Rate Loan occurs on a


 


9

















 


day which is not the last day of the then
current Interest Period with respect thereto, Borrowers and Guarantor shall pay
to such Lender such amounts, if any, as may be required pursuant to Section 3.6(d) hereof.


 


(d) 
Borrowers and Guarantor shall indemnify Agent and each Lender and to hold Agent
and each Lender harmless from any loss or expense which Agent or such Lender may sustain
or incur as a consequence of (i) default by Borrower in making a borrowing
of, conversion into or extension of Eurodollar Rate Loans after such Borrower
(or Administrative Borrower on behalf of such Borrower) has given a notice
requesting the same in accordance with the provisions of this Agreement, (ii) default
by any Borrower in making any prepayment of a Eurodollar Rate Loan after such
Borrower has given a notice thereof in accordance with the provisions of this
Agreement, and (iii) the making of a prepayment of Eurodollar Rate Loans
on a day which is not the last day of an Interest Period with respect thereto. With
respect to Eurodollar Rate Loans, such indemnification may include an
amount equal to the excess, if any, of (A) the amount of interest which
would have accrued on the amount so prepaid, or not so borrowed, converted or
extended, for the period from the date of such prepayment or of such failure to
borrow, convert or extend to the last day of the applicable Interest Period
(or, in the case of a failure to borrow, convert or extend, the Interest Period
that would have commenced on the date of such failure) in each case at the
applicable rate of interest for such Eurodollar Rate Loans provided for herein
over (B) the amount of interest (as determined by such Agent or such
Lender) which would have accrued to Agent or such Lender on such amount by
placing such amount on deposit for a comparable period with leading banks in
the interbank Eurodollar market. This covenant shall survive the termination or
non-renewal of this Loan Agreement and the payment of the Obligations.”


 


2.4                                 Effective as of the
date hereof, Section 9.2(b) of the Loan Agreement is hereby amended
by adding a new sentence at the end of Section 9.2(b) as a new clause
(ix) immediately after Section 9.2(b)(viii) as follows:


 


“(ix)  Notwithstanding anything to the
contrary contained in this Agreement, (i) unless so directed by
Administrative Borrower, or unless a Default or an Event of Default shall exist
or have occurred and be continuing, Agent shall not apply any payments which it
receives to any Eurodollar Rate Loans, except (A) on the expiration date
of the Interest Period applicable to any such Eurodollar Rate Loans or (B) in
the event that there are no outstanding Prime Rate Loans and (ii) to the
extent any Borrower uses any proceeds of the Loans or Letter of Credit
Accommodations to acquire rights in or the use of any Collateral or to repay
any Indebtedness used to acquire rights in or the use of any Collateral,
payments in respect of the Obligations shall be deemed applied first to the
Obligations arising from Loans and Letter of Credit Accommodations that were not
used for such purposes and second to the Obligations arising from Loans and
Letter of Credit Accommodations the proceeds of which were used to acquire
rights in or the use of any Collateral in the chronological order in which such
Borrower acquired such rights in or the use of such Collateral.”


 


10

















 


Section 3.                                            Termination
of Supplemental Loan Credit Facility.


 


3.1                                 Borrowers and
Guarantor hereby confirm, acknowledge and agree that as of the date hereof (a) 
there are no Supplemental Loans or Supplemental Letter of Credit Accommodations
outstanding and (b) all Obligations in respect of any Supplemental Loans
or Supplemental Letter of Credit Accommodations have been paid in full.


 


3.2                                 Notwithstanding
anything to the contrary contained in the Loan Agreement, the Supplemental Loan
Credit Facility is hereby terminated and Agent and Lenders shall be under no
obligations to make any Supplemental Loans or issue any Supplemental Letter of
Credit Accommodations. Any references to the terms “Supplemental Loan Credit
Facility”, “Supplemental Loans” or “Supplemental Letter of Credit
Accommodations” in the Loan Agreement or any of the other Financing Agreements
shall be deemed to have no further force or effect.


 


3.3                                 Effective as of the
date hereof, the following amendments to the Loan Agreement shall be deemed to
be and are hereby made:


 


(a)                                  Section 3.3 is
hereby deleted and replaced with the following: 
“3.3 [Intentionally Omitted]”.


 


3.4                                 The Renco Junior
Participation Agreement shall be terminated and of no further force and effect.


 


Section 4.                                            Letters
of Credit. The reference to the amount “$10,000,000” in the first sentence
of Section 3.2 (d) of the Loans Agreement is hereby deleted and
replaced with the amount “$20,000,000”.


 


Section 5.                                            Indebtedness.
Section 7.3(m)(vi) is hereby amended by deleting the word “and” and
clause (F), adding the word “and” between the comma and clause (E), and
replacing clause (C) with the following:


 


 “(C) commencing
on and after October 29, 2005, Doe Run may pay the principal amount
of such Indebtedness in whole or in part and in accordance with the terms
of the Term Loan Intercreditor Agreement, so long as (1) Doe Run provides
Agent with two (2) Business Days’ prior written notice of the intention of
Doe Run or its Subsidiaries to make any such payment, (2) if Doe Run does
not pay the principal amount of such Indebtedness in full, such partial
payments shall be in the principal amount of not less than $1,000,000 or such
lesser amount if the then outstanding balance in respect of such Indebtedness
owed by Borrowers to Term Loan Lenders is less than $1,000,000, (3) as of
the date of such payment and after giving effect thereto, the Excess
Availability of Borrowers (calculated without reference to clause (a)(ii)(C) or
(b)(ii)(C) of the definition of “Excess Availability”) shall be not less
than $7,500,000 in the aggregate, and (4) as of the date of such payment
and after giving effect thereto, 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,”


 


Section 6.                                            Capital
Expenditures. Section 7.22 of the Loan Agreement is hereby deleted and
replaced with the following:


 


11

















 


“7.22  Capital Expenditures. Borrowers and
their Subsidiaries (other than Doe Run Cayman and its Subsidiaries), shall not,
directly or indirectly, make or commit to make (other than contracts for such
expenditures where payments for such expenditures are to be made in any
subsequent fiscal year subject to the limitations set forth in this Section 7.22),
whether through purchase, capital leases or otherwise, Capital Expenditures on
a combined basis for all Borrowers for the periods set forth below


 


(a) during
the fiscal year ending October 31, 2005, an aggregate amount not to exceed
$20,000,000;


 


(b) during
the fiscal year ending October 31, 2006, an aggregate amount not to exceed
$20,000,000 plus up to $5,000,000
of Carry-Over Capital Expenditures from the immediately preceding fiscal year;


 


 (b) during the fiscal year ending October 31,
2007, an aggregate amount not to $12,000,000
plus up to $5,000,000 of Carry-Over Capital Expenditures from the immediately
preceding fiscal year; and


 


                                                                                                (c) during
the fiscal year ending October 31, 2008, an aggregate amount not to exceed
$12,500,000 plus up to $5,000,000
of Carry-Over Capital Expenditures from the immediately preceding fiscal year.”


 


Section 7.                                            EBITDA.
Section 7.23 of the Loan Agreement is hereby deleted and replaced with the
following:


 


“7.23  EBITDA. Borrowers shall not, measured
as of the last day of any fiscal month, commencing with the fiscal month ending
October 31, 2005 and each fiscal month thereafter, permit EBITDA of
Borrowers and their Subsidiaries, other than Doe Run Cayman and its
Subsidiaries, calculated based upon the immediately preceding twelve (12)
months, to be less than the respective amount set forth below opposite such
fiscal month-end period:


 


	
  Fiscal Month-End

  Periods

  	
   

  	
  Cumulative Minimum

  EBITDA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)  October 31, 2005

  	
   

  	
  $

  	
  40,000,000

  	
   

  
	
  (b)  November 30, 2005

  	
   

  	
  $

  	
  36,000,000

  	
   

  
	
  (c)  December 31, 2005

  	
   

  	
  $

  	
  33,000,000

  	
   

  
	
  (d)  January 31, 2006

  	
   

  	
  $

  	
  37,500,000

  	
   

  
	
  (e)  February 28, 2006

  	
   

  	
  $

  	
  36,000,000

  	
   

  
	
  (f)  March 31, 2006

  	
   

  	
  $

  	
  36,000,000

  	
   

  
	
  (g)  April 30, 2006

  	
   

  	
  $

  	
  40,000,000

  	
   

  



 


12

















 


	
  (h)  May 31, 2006

  	
   

  	
  $

  	
  42,000,000

  	
   

  
	
  (i)  June 30, 2006

  	
   

  	
  $

  	
  42,000,000

  	
   

  
	
  (j)  July 31, 2006

  	
   

  	
  $

  	
  45,000,000

  	
   

  
	
  (k)  August 31, 2006

  	
   

  	
  $

  	
  45,000,000

  	
   

  
	
  (l)  September 30, 2006

  	
   

  	
  $

  	
  45,000,000

  	
   

  
	
  (m)  October 31, 2006

  	
   

  	
  $

  	
  45,000,000

  	
   

  
	
  (n)  November 30, 2006

  	
   

  	
  $

  	
  45,000,000

  	
   

  
	
  (o)  December 31, 2006

  	
   

  	
  $

  	
  45,000,000

  	
   

  
	
  (p)  January 31, 2007

  	
   

  	
  $

  	
  45,000,000

  	
   

  
	
  (q)  February 28, 2007

  	
   

  	
  $

  	
  46,000,000

  	
   

  
	
  (r)  March 31, 2007

  	
   

  	
  $

  	
  46,000,000

  	
   

  
	
  (s)  April 30, 2007

  	
   

  	
  $

  	
  45,000,000

  	
   

  
	
  (t)  May 31, 2007

  	
   

  	
  $

  	
  44,000,000

  	
   

  
	
  (u)  June 30, 2007

  	
   

  	
  $

  	
  43,000,000

  	
   

  
	
  (v)  July 31, 2007

  	
   

  	
  $

  	
  42,000,000

  	
   

  
	
  (w)  August 31, 2007

  	
   

  	
  $

  	
  42,000,000

  	
   

  
	
  (x)  September 30, 2007 and each fiscal
  month thereafter

  	
   

  	
  $

  	
  40,000,000

  	
  ”

  



 


Section 8.                                            Fixed
Charge Coverage Ratio. Section 7.24 of the Loan Agreement is hereby
deleted and replaced with the following:


 


“7.24  Fixed
Charge Coverage Ratio. Borrowers shall not, measured as of the last day of
any fiscal quarter, commencing with the fiscal quarter ending October 31,
2005 and each fiscal quarter thereafter, permit the Fixed Charge Coverage Ratio
of Borrowers and their Subsidiaries, other than Doe Run Cayman and its
Subsidiaries, calculated based upon the immediately preceding four (4) fiscal
quarters, to be less than the respective amount set forth below opposite such
fiscal quarter-end period:


 


 


	
  Fiscal Quarter

  End YTD Period Ending

  	
   

  	
  Fixed Charge

  Coverage Ratio

  	
   

  
	
  (a)  October 31, 2005

  	
   

  	
  .770 to 1

  	
   

  
	
  (b)  January 31, 2006

  	
   

  	
  .753 to 1

  	
   

  



 


13

















 


	
  (c)  April 30, 2006

  	
   

  	
  .829 to 1

  	
   

  
	
  (d)  July 31, 2006 and each fiscal quarter
  thereafter

  	
   

  	
  .900 to 1

  	
   

  



 


Section 9.                                            Consolidated
Net Worth. Section 7.10 of the Loan Agreement is hereby deleted and
replaced with the following:


 


“7.10 Consolidated Net Worth. [Intentionally
Omitted]”


 


Section 10.                                      Payments. Section 9.2(b) of
the Loan Agreement is hereby deleted and replaced with the following:


 


(b) Payments
received, including but not limited to, payments made with the proceeds of any
Loans or the proceeds of any sale, disposition or other realization upon all or
any part of the Collateral shall be applied to the Obligations in the
following order of priorities:


 


(i)   first, to the payment in full in cash or
other immediately available funds of all costs, expenses and other charges of
Agent and Lenders under the Financing Agreements and all indemnities under the
Financing Agreements then due to Agent and Lenders;


 


(ii) 
second, to the payment in full in cash or other immediately available funds of
all fees payable by Borrowers under the Financing Agreements then due;


 


(iii)   third, to the payment in full in cash or
other immediately available funds of all interest due in respect of all Loans
(including all Borrowing Base Loans and Additional Loans (as defined in Section 12.14
hereof) and Agent Advances);


 


(iv) 
fourth, to the payment in full in cash or other immediately available funds of
the principal amount of all Agent Advances and Additional Loans;


 


(v) 
fifth, to the payment in full in cash or other immediately available funds of
the principal amount of all Borrowing Base Loans;


 


(vi) 
sixth, to the payment in full in cash or other immediately available funds of
cash collateral for Letter of Credit Accommodations in an amount equal to one
hundred ten (110%) percent of the amount of the Letter of Credit Accommodations
plus the amount of any fees and expenses payable in connection therewith
through the end of the latest expiration date of the Letter of Credit
Accommodations and any other cash collateral to be provided to Agent under the
terms of the Financing Agreements; and


 


14

















 


(vii) 
seventh, to the payment in full in cash or other immediately available funds of
all other Obligations.


 


For purposes of the foregoing, “paid in full”
or “payment in full” as to the Obligations means payment of all amounts owing
under the Financing Agreements, as applicable, according to the terms thereof,
including but not limited to principal, fees, servicing fees, professional
fees, interest (including default interest and interest on interest and in each
case specifically including interest accrued after the commencement of any
Insolvency Proceeding and any such interest that would have accrued but for the
commencement of any Insolvency Proceeding), and expense reimbursements, in each
case whether or not the same is or would be or is allowed or allowable or is
disallowed in whole or in part in any Insolvency Proceeding.”


 


Section 11.                                      Term.


 


11.1                           The first sentence of Section 10.1(a) of
the Loan Agreement is hereby deleted and replaced with the following:


 


                                                “(a) 
This Agreement and the other Financing Agreements shall become effective as of
the date hereof and this Agreement shall continue in full force and effect for
a term ending on August 29, 2008 (the “Renewal Date”), and from
year-to-year thereafter, unless sooner terminated pursuant to the terms hereof;
provided, that, Agent, any Lender (as to such Lender), or
Borrowers may terminate this Agreement and the other Financing Agreements
effective on the Renewal Date or on the anniversary of the Renewal Date in any
subsequent year by giving to the other parties hereto at least sixty (60) days’
prior written notice; provided, that, in the event any one Lender
shall send a notice of its intention to terminate this Agreement as to such
Lender, any of the other Lenders may upon receipt of such notice purchase
the Commitment of the Lender sending such notice of termination.”


 


11.2                           The first sentence of Section 10.1(e) of
the Loan Agreement is hereby deleted and replaced with the following, effective
with respect to any termination after the date hereof:


 


“(e)                            If
this Agreement terminates upon the occurrence and during the continuance of an
Event of Default or at the request of a Borrower prior to the Renewal Date, in
view of the impracticality and extreme difficulty of ascertaining actual
damages, and by mutual agreement of the parties as to a reasonable calculation
of the lost profits of Agent and Lenders as a result thereof, Borrowers hereby
agree to pay to Agent for the ratable benefit of Lenders, upon the effective
date of such termination, a fee in the amount equal to:  (i) two (2%) percent of the Maximum
Credit, from the date hereof through and including August 28, 2006; and (ii) one
(1%) percent of the Maximum Credit, from and after August 29, 2006 to but
not including August 29, 2008. Such early termination fee shall be
presumed to be the amount of damages sustained by Agent and Lenders as a result
of such early termination and Borrowers and Guarantors agree that it is
reasonable under the circumstances currently existing (including, but not
limited to, the borrowings that are reasonably expected by Borrowers hereunder
and the interest, fees and other charges that are reasonably expected to be
received by Agent and Lenders


 


15

















 


pursuant to the Credit Facility). The early
termination fee provided for in this Section 10.1(f) shall be deemed
included in the Obligations.”


 


Section 12.                                      Expenses and
Additional Fees. The reference to the charge of “$750” per person per day
for field exams set forth in clause (vi) of Section 10.2(a) of
the Loan Agreement is deleted and replaced with the following:  “$850”.


 


Section 13.                                      Schedule 1.50
- Account Debtors. Schedule 1.50 to the Loan Agreement entitled “Concentration
Criteria for Specific Account Debtors” is deleted and replaced with the new Schedule 1.50
attached hereto.


 


Section 14.                                      Amendment Fee.
In consideration of this Amendment, Borrowers shall pay to Agent (for the
account of Lenders based upon their Pro Rata Shares), an amendment fee of
$375,000, which amount is fully earned and payable and may be charged
directly to Borrowers’ loan accounts maintained by Agent as follows:


 


14.1                           $75,000 of such amount shall
be earned and paid to Agent on the date hereof; and


 


14.2                           $300,000 of such amount
shall be earned and paid to Agent on the date hereof (for the account of
Lenders based upon their Pro Rata Shares).


 


Section 15.                                      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:


 


15.1                           This Amendment 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.


 


15.2                           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, including, without limitation, New
Secured Note Trustee, any of the New Secured Noteholders, or any holder of the
New Warrants, 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 or any of the agreements delivered pursuant hereto, other than the
consent of Term Loan Agent and Term Loan Lenders to extend the maturity date of
the Term Loan Agreement.


 


15.3                           After giving effect to the
provisions of the Third Amendment to Amended and Restated Loan and Security
Agreement, dated as of the date hereof, between Doe Run and Term Loan Agent, 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 hereof.


 


16

















 


Section 16.                                      Conditions
Precedent. The effectiveness of the amendments contained herein shall be
subject to the satisfaction of the following conditions precedent in a manner
acceptable to Agent:


 


16.1                           Agent shall have received,
in form and substance satisfactory to Agent, an executed original or
executed original counterparts of this Amendment, duly authorized, executed and
delivered by each Borrower and Guarantor;


 


16.2                           each Borrower and Guarantor
shall deliver, or cause to be delivered, to Agent a true and correct copy of
any consent, waiver or approval to or of this Amendment, which any Borrower or
Guarantor is required to obtain from any other Person, and such consent,
approval or waiver shall be in a form and substance satisfactory to Agent;


 


16.3                           Agent shall have received
contemporaneously herewith, in form and substance satisfactory to Agent, evidence
of the termination of the Renco Junior Participation Agreement;


 


16.4                           Agent shall have received
contemporaneously herewith, in form and substance satisfactory to Agent, a
Third Amendment to Amended and Restated Loan and Security Agreement, dated as
of the date hereof, between Doe Run and Term Loan Agent, among other things,
extending the maturity date of Indebtedness in respect of the Term Loan
Documents, subject to the terms and conditions of the Loan Agreement as amended
hereby, together with any necessary consent of any third party;


 


16.5                           Agent shall have received,
in form and substance satisfactory to Agent, a Secretary’s or Assistant
Secretary’s Certificate of Directors’ Resolutions evidencing the adoption and
subsistence of corporate resolutions approving the execution, delivery and
performance by such Borrower and Guarantor of this Amendment and any
agreements, documents or instruments to be delivered pursuant to this
Amendment; and


 


16.6                           as of the date hereof, after
giving effect to the provisions of the Third Amendment to Amended and Restated
Loan and Security Agreement, dated as of the date hereof, between Doe Run and
Term Loan Agent, 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.


 


Section 17.                                      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 Amendment or with
respect to the subject matter of this Amendment. To the extent of conflict
between the terms of this Amendment and the other Financing Agreements, the
terms of this Amendment shall control. The Loan Agreement and this Amendment
shall be read and construed as one agreement.


 


Section 18.                                      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


 


17

















 


Section 19.                                      Governing Law.
The validity, interpretation and enforcement of this Amendment 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 conflict of laws 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.


 


Section 20.                                      Binding Effect.
This Amendment shall be binding upon and inure to the benefit of each of the
parties hereto and their respective successors and assigns.


 


Section 21.                                      Headings. The
headings listed herein are for convenience only and do not constitute matters
to be construed in interpreting this Amendment.


 


Section 22.                                      Counterparts.
This Amendment 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, 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 by telefacsimile
shall have the same force and effect as delivery of an original executed
counterpart of this Amendment. Any party delivering an executed counterpart of
this Amendment by telefacsimile also shall deliver an original executed counterpart of
this Amendment, but the failure to deliver an original executed counterpart shall
not affect the validity, enforceability, and binding effect of this Amendment
as to such party or any other party.


 


[REMAINDER OF THIS PAGE INTENTIONALLY
LEFT BLANK]


 


18

















 


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


 


 


	
   

  	
  THE DOE RUN RESOURCES CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  David Chaput

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   V.P
  Finance, Treasurer & CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BUICK RESOURCE RECYCLING

  
	
   

  	
  FACILITY LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  David Chaput

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   V. P
  Finance, CFO & Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FABRICATED PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  David Chaput

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   V. P
  Finance, CFO & Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DR LAND HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  David Chaput

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   V.P
  Doe Run Resources Corporation

  	
   

  
	
   

  	
   

  	
  as sole member DR Land Holdings, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as Agent and
  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   illegible signature

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  V.P

  	
   

  
										



 


[SIGNATURES CONTINUE ON
FOLLOWING PAGE]


 

















 


THE CIT GROUP/BUSINESS CREDIT, INC.,


  as Co-Agent and Lender


 


 


	
  By:

  	
   (illegible
  signature)

  	
   

  
	
   

  
	
  Title:

  	
   

  	
   

  
				



 


 


ACKNOWLEDGED:


 


 


THE RENCO GROUP, INC.


 


	
  By:

  	
  /s/ John A. Binko

  	
   

  
	
   

  
	
  Title:

  	
  Vice President

  	
   

  
					



 

















 


SCHEDULE 1.50


TO


AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT


 


Concentration
Criteria for Specific Account Debtors


 


	
  Account Debtor

  	
   

  	
  Percentage of Total

  Elegible Accounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Johnson
  Controls, Inc.

  	
   

  	
  30

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  East Penn
  Mfg. Co., Inc.

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Enersys, Inc.

  	
   

  	
  15

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Hammond Lead
  Products

  	
   

  	
  15

  	
  %