Exhibit 10.19.12


 


EXECUTION
COPY


 


FOURTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT


 


FOURTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT, dated as of January 17, 2006 (this “Amendment”),
in respect of the Amended and Restated Credit Agreement, dated as of April 30,
2004 (as amended, supplemented or otherwise modified prior to the date hereof,
the “Existing Credit Agreement”; as amended hereby and as 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 “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 adding the following definition in alphabetical
order:


 


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


 


(b)                                 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’: June 16, 2006.”


 


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


 


“4.1.1. Notwithstanding the foregoing, (i) at all
times, other than during the period commencing on March 14, 2006 and
ending on April 18, 2006, the Company shall pay to the Agent an aggregate
amount (A) equal to the maximum


 

















 


amount of outstanding principal of 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 (B) 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, (ii) during the period commencing on the Effective Date and ending
on February 13, 2006, the Company shall have paid to the Agent an
aggregate amount equal to at least $2,000,000 of principal plus all
accrued and unpaid interest thereon, (iii) during the period commencing on
the Effective Date and ending on March 13, 2006, the Company shall have
paid to the Agent an aggregate amount equal to at least $4,000,000 of principal
of the Loan plus all accrued and unpaid interest thereon, (iv) during
the period commencing on the Effective Date and ending on May 12, 2006,
the Company shall have paid to the Agent an aggregate amount equal to at least
$6,000,000 of principal of the Loan plus all accrued and unpaid interest
thereon, and (v) on the Maturity Date, the Borrower shall pay to the Agent
all remaining amounts of principal due on the Loan together with all accrued
and unpaid interest thereon. The Company shall use its best efforts to manage
its affairs so as to repay the Term Loan as promptly as possible, including by
making payments to the Lender on days other than the days set forth above, and
in accordance with the terms set forth 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).”


 


3.                                       Representations
and Covenants. To induce the Agent and the Lender 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 Lender, (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.


 


4.                                       Waiver.


 


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


 


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


 


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


 


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


 


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


 


7.                                       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


 


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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
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 Lender 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 Lender, 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]


 


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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 and
  CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  the Borrower’s Address:

  
	
   

  	
  The Doe Run Resources
  Corporation

  
	
   

  	
  1801 Park 270 Drive

  
	
   

  	
  Suite 300

  
	
   

  	
  St. Louis, Missouri
  63146

  
	
   

  	
  Telecopy: (314)
  453-7178

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AGENT AND
  LENDER:

  
	
   

  	
   

  
	
   

  	
  THE RENCO GROUP, INC., as Agent

  
	
   

  	
  and
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John A. Binko

  	
   

  
	
   

  	
  Name:

  	
  John
  A. Binko

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The
  Renco Group, Inc.

  
	
   

  	
  30
  Rockefeller Plaza

  
	
   

  	
  New
  York, New York 10112

  
	
   

  	
  Telecopy:
  (212) 541-6197