Exhibit 10.24.6


 


Mr. Notary:


 


Please extend in your Registry of Public Deeds, one that evidences the
modification to the Line of Credit Contract in Foreign Currency that celebrates
on the one parte BANCO DE CREDITO DEL PERU,
RUC No. 20100047218 with address at Calle Centenario No. 156, Urb. Las Laderas
de Melgarejo, La Molina, Lima properly represented by Mr. Andres Arredondo
Bellido identified with DNI No. 10543236 and Jorge Mujica Gianoli, identified
with DNI NO. 09304830, according powers registered on entry No. 11009127 of the
Registry of Legal Entities in the Registry Office of Lima and Callao who
henceforth will be denominated ‘THE BANK”, and
on the other DOE RUN PERU S.R.L., with RUC NO.
20376303811, with address at Av. Victor Andres Belaunde 147, Via Principal 155,
Centro Empresarial Real – Torre Real 3, Floor 9, San Isidro, properly
represented by Mr. Albert Bruce Neil, identified with Identity Letter for Immigrant
No. 000102841, with faculties for that effect according to powers registered in
Electronic Entry No. 11015369 of the Registry of Legal Entities in Lima, who
henceforth will be denominated DRP; under the
following terms and conditions:


 


FIRST:                   BACKGROUND
AND INTERPRETATION


 


	
  1.1

  	
   

  	
  The terms that appear capitalized in this
  Modification have the same meaning that is attributed to them in the Line of
  Credit Contract in Foreign Currency celebrated September 17, 2002 between THE BANK and DRP the same
  which was elevated to Public Deed on September 25, 2002 by Lima Notary Doctor
  Ricardo Ortiz de Zevallos Villaran (herein, the “Line of Credit Contract”),
  by virtue of which a line of credit was granted to DRP under the terms and
  conditions there established.

  
	
   

  	
   

  	
   

  
	
  1.2

  	
   

  	
  On September 16, 2005, the Parties agreed
  to extend the Final Expiration Date referred to on numeral 3.6 of the Third
  Clause of the Line of Credit Contract until November 7, 2005.

  



 


SECOND:             MODIFICATION


 


By means of this modification, the Parties agree again to extend the
Final Date of Expiration referred to on numeral 3.6 of the Third Clause of the
Line of Credit Contract until November 7, 2005.


 


THIRD:                  VALIDITY
OF CREDITOR RIGHTS


 


The extension of the Final Expiration Date of the Line of Credit Contract
does not imply the renunciation by THE BANK to any
creditor right originated before the signing of this document.


 

















 


No fault on the part of THE BANK to
exercise, or any delay in exercising, any right, power or dispensation under
the Line of Credit Contract could be considered as a renunciation to such
rights, powers or dispensations; or the sole or partial execution of any of such
rights powers or dispensations will not be able to be considered as the evasion
of the exercise of any other rights, powers or dispensations.


 


Any renunciation, dispensation and/or release shall be interpreted and
executed in a restrictive manner and for the specific purposes for which it was
granted.


 


FOURTH: NON MODIFIED CLAUSES AND RATIFICATION


 


The parties expressly agree that all the other Clauses and attachments
of the Line of Credit Contract that have not suffered modifications according
to the second Clause of this modification, remain unaltered and are expressly
ratified.


 


The Line of Credit Contract, its attachments and this modification
constitute the integral agreement amongst the parties, as it may be modified or
complemented.


 


FIFTH: GUARANTEES


 


The parties expressly agree that the guarantees to which the Guarantee
Contracts refer are maintained without modification or any variation and those
remain guaranteeing all the obligations derived from the Line of Credit
Contract with the modification that is introduced into it by means of this
contract.


 


Add to this Mr. Notary, the remaining clauses by law and rise this
minute to public deed.


 


Lima October 19, 2005


 


 


	
  /s/ Andres Arredondo Bellido

  	
   

  
	
  Andres Arredondo Bellido

  
	
  Assistant Manager

  
	
   

  
	
  /s/ Diego Peschiera Miffling

  	
   

  
	
  Diego Peschiera Miffling

  
	
  Attorney

  
	
   

  
	
  /s/ A. B. Neil

  	
   

  
	
  Albert Bruce Neil

  
	
  Doe Run Peru S.R.L.