Exhibit
10.19.9


 


Execution
Counterpart


 


ASSIGNMENT AND ACCEPTANCE


 


This Agreement, dated as of March 21, 2003 is
among:  The Doe Run Resources
Corporation, a New York corporation (the “Company”); Regiment
Capital II, L.P., a Delaware limited partnership, and Lathi, LLC, a
Delaware limited liability company (collectively, the “Assignors”); The
Renco Group, Inc., a New York corporation (the “Assignee”); and Regiment
Capital Advisors, L.L.C., a Delaware limited liability (“Regiment”).  The parties hereby agree as follows:


 


1.  Reference to Credit Agreement;
Definitions.  Reference is made to
the Credit Agreement dated as of October 29, 2002 (the “Credit Agreement”)
among  the
Company, the Lenders (as defined below) from time to time party thereto and
Regiment, as agent for the Lenders (the “Prior Agent”).  Capitalized terms defined in the Credit
Agreement and not otherwise defined herein are used herein with the meanings so
defined.


 


2.  Replacement of Departing Lenders.  Notwithstanding (a) the existence of any Event
of Default and (b) any failure to comply with the notice provisions set forth
in section 11.6 of the Credit Agreement: 
(i) the Company hereby requests that the Assignee replace all the
Departing Lenders pursuant to section 11.6 of the Credit Agreement,
effective as of the date specified on Exhibit A as the “Assignment Date”
(the “Assignment Date”); (ii) the Assignee agrees to replace all
the Departing Lenders pursuant to section 11.6 of the Credit Agreement,
effective as of the Assignment Date; and (iii) each of the Assignees and the
Prior Agent hereby consents to the replacement by the Assignee of all the
Departing Lenders pursuant to section 11.6 of the Credit Agreement, effective
as of the Assignment Date.  Each of the
parties acknowledges and agrees that it is entering into this Agreement to
effect the replacement by the Assignee of the Departing Lenders pursuant to
section 11.6 of the Credit Agreement, effective as of the Assignment Date.


 


3.  Assignment and Assumption.


 


3.1.  Assignment by
Assignors.  Without recourse,
representation or warranty of any kind (other than as set forth in Section 6),
each Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
purchases and assumes from each Assignor, all interests of such Assignor (including
all interests of such Assignor specified on Exhibit A hereto) in and to
such Assignor’s rights and obligations under the Credit Agreement and the other
Credit Documents as of the Assignment Date (the “Assigned Interests”).


 


3.2.  Assignment by Prior
Agent.  Notwithstanding the
provisions of section 10.6 of the Credit Agreement:  (a) the Prior Agent hereby (i) resigns as Agent, effective as of
the Assignment Date, and (ii) assigns to the New Agent (as defined below) all
of the Prior Agent’s rights and obligations under the Credit Agreement and the
other Credit Documents as of the Assignment Date; (b) each of the Assignee and
the Company hereby (i) agrees that from and after the Assignment Date, the
Assignee will replace the Prior Agent as Agent under the Credit


 

















 


Agreement (the Assignee in such capacity, the “New Agent”) and
(ii) consents to such appointment; and (c) the New Agent hereby (i) accepts its
appointment as Agent, effective as of the Assignment Date, and (ii) assumes all
of the Prior Agent’s rights and obligations under the Credit Agreement and the
other Credit Documents as of the Assignment Date.


 


4.  Payments.  No later than 1:00 p.m. (Boston time) on the
Assignment Date, the Assignee shall pay to the Prior Agent, as agent for the
Assignors, at the Prior Agent’s address as set forth in the Credit Agreement,
in immediately available United States Funds the amount set forth in
Exhibit B hereto (the “Transfer Amount”).  Promptly upon receipt of the Transfer Amount, the Prior Agent
shall distribute the Transfer Amount, in accordance with the provisions of the
Credit Agreement, to the Assignors and the Prior Agent.


 


5.  Survival of Indemnities.  Notwithstanding the other provisions of this
Agreement, the transfers and assignments made pursuant hereto and any future
amendment of the Credit Agreement or any other Credit Document, the
indemnification provisions, guarantee reinstatement provisions and other
provisions of the Credit Agreement and the other Credit Documents assigned
hereby which expressly survive the termination of the Credit Agreement or any
such other Credit Document, each as in effect immediately prior to the
execution hereof, shall continue to inure to the benefit of the Assignors and
the Prior Agent with respect to any events which happened or actions taken or
omitted to be taken on or prior to the Assignment Date, without derogating from
any rights of the Assignee against the Company or the other Obligors with
respect to any events which happened or actions taken or omitted to be taken on
or prior to the Assignment Date that the Assignee may have acquired in its
capacity as a Lender from and after the Assignment Date pursuant to the
transfers and assignments contemplated by this Agreement.


 


6.  Representations, Warranties, etc.


 


6.1.  Representations
and Warranties of Assignors.  Each
Assignor represents that, as of the date hereof, such Assignor owns its
Assigned Interests beneficially and of record, free of any Liens or adverse
claims.  Except as set forth in the
immediately preceding sentence, each Assignor and the Prior Agent:


 


(a)  makes no
representation or warranty, and assumes no responsibility, with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Credit Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or any other Credit Document or any other instrument or document
furnished pursuant thereto; and


 


(b)  makes no
representation or warranty, and assumes no responsibility, with respect to the
financial condition of the Company and its Subsidiaries or the performance by
the Company and its Subsidiaries of their obligations under the Credit
Agreement, any other Credit Document or any other instrument or document
furnished pursuant hereto or thereto.


 


6.2.  Representations,
Warranties and Agreements of Assignee. 
The Assignee:


 


2

















 


(a)  represents and
warrants that it is legally authorized to enter into this Agreement;


 


(b)  represents and
warrants that it is incorporated or organized under the laws of the State of
New York;


 


(c)  confirms that
it has received a copy of the Credit Agreement and any other Credit Document
which it has requested, together with copies of the most recent financial
statements delivered pursuant to Section 6.4 of the Credit Agreement and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Agreement;


 


(d)  agrees that it
will, independently and without reliance upon the Assignors, the Prior Agent or
any other Person, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement and the other Credit Documents;


 


(e)  agrees that it
will be bound by the provisions of the Credit Agreement and will perform in
accordance with their terms all the obligations which by the terms of the
Credit Agreement and the other Credit Documents are required to be performed by
it as a Lender or as the Agent under the Credit Agreement; and


 


(f)  acknowledges
and agrees that, except for the representations and warranties of the Assignors
set forth in the first sentence of Section 6.1, the transfers and assignments
made by each Assignor and the Prior Agent pursuant to this Agreement or
pursuant to any instrument or document executed in connection with this
Agreement are made specifically without representation, warranty or recourse
by, to or against any Assignor or the Prior Agent.


 


6.3.  Company’s
Representations and Warranties.  The
Company represents and warrants to each Assignor, the Assignee, the Prior Agent
and the New Agent that no claim, defense, counterclaim or set-off has been
asserted by or, to the knowledge of the Company, is or will be available to the
Company against, any Assignor or the Prior Agent arising from or relating to
the Credit Documents.


 


7.  Assignee Party to Credit Agreement;
Release of Obligations of Assignors and Prior Agent.  From and after the Assignment Date:  (a) the Assignee shall be a party to the
Credit Agreement and have the rights and obligations of a Lender thereunder and
under the other Credit Documents; (b) the Prior Agent shall no longer
constitute the Agent, and the New Agent shall thereupon become the Agent for
all purposes under the Credit Agreement and the other Credit Documents, and
shall have all the rights and obligations of the Agent thereunder; and (c) each
Assignor and the Prior Agent (i) shall, to the extent provided in this
Agreement, relinquish its rights and (ii) shall be released from its
obligations under the Credit Agreement and the other Credit Documents.


 


8.  Confirmation of Credit Security.  The Company hereby confirms and agrees that,
from and after the Assignment Date, the Assignee as the Agent and as a Lender
shall have a security


 


3

















 


interest securing the Credit Obligations in all the collateral granted
by the Company and the other Obligors through the Assignment Date pursuant to
the Credit Documents.  The Prior Agent,
the Assignors and the Company expressly authorize the New Agent, on behalf of
itself and the Assignee, to file any and all financing statements, amendments
to financing statements, assignments of mortgages or deeds of trust, patent and
trademark assignments, and any other filings, for the purpose of creating,
continuing, perfecting or assigning such security interest, including, to the
extent permitted under applicable law, without the signature of the Company,
the Prior Agent or the Assignors, whether under Section 9-509 of the
Uniform Commercial Code of any jurisdiction or otherwise.


 


9.  Notices.  All notices and other communications
required to be given or made to the Assignee under this Agreement, the Credit
Agreement or any other Credit Document shall be given or made at the address of
the Assignee set forth on Exhibit A hereto or at such other address as the
Assignee shall have specified to the Assignors, the Company and the Prior Agent
in writing.


 


10.  Further Assurances.  The parties hereto agree to execute and
deliver such other instruments and documents and to take such other actions as
any party hereto may reasonably request in connection with the transactions
contemplated by this Agreement, in each case, at the Company’s expense.


 


11.  General.  This Agreement, the Credit Agreement and the
other Credit Documents constitute the entire agreement of the parties hereto with
respect to the subject matter hereof and supersede all current and prior
agreements and understandings, whether written or oral, with respect to such
subject matter.  The headings in this
Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. 
The invalidity or unenforceability of any provision hereof shall not
affect the validity or enforceability of any other provision hereof, and any
invalid or unenforceable provision shall be modified so as to be enforced to
the maximum extent of its validity or enforceability.  This Agreement may be executed in any number of counterparts,
which together shall constitute one instrument, and shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns,
including as such successors and assigns all holders of any Credit
Obligation.  This Agreement shall be
governed by and construed in accordance with the laws (other than the conflict
of laws rules) of The Commonwealth of Massachusetts.


 


[The remainder of this page is intentionally blank.]


 


4

















 


[Assignment
and Acceptance]


 


Each of the parties hereto has caused this Agreement
to be executed and delivered by its duly authorized officer as an agreement
under seal as of the date first above written.


 


	
  COMPANY:

  	
  THE DOE RUN RESOUCES CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Chaput

  	
   

  
	
   

  	
   

  	
  Name:  David Chaput

  	
   

  
	
   

  	
   

  	
  Title:  Vice President—Finance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ASSIGNORS:

  	
  REGIMENT CAPITAL II, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Regiment Capital Management, L.L.C.,

  	
   

  
	
   

  	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Regiment Capital Advisors, L.L.C.,

  	
   

  
	
   

  	
   

  	
  its Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher Kaster

  	
   

  
	
   

  	
   

  	
  Name: 
  Christopher Kaster

  	
   

  
	
   

  	
   

  	
  Title:  Chief
  Operating Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LATHI, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Phemus Corporation,

  	
   

  
	
   

  	
   

  	
  its sole Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Phemus Corporation

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ASSIGNEE
  and NEW AGENT:

  	
  THE RENCO GROUP, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roger Fay

  	
   

  
	
   

  	
   

  	
  Title:  Vice
  President—Finance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PRIOR
  AGENT:

  	
  REGIMENT CAPITAL ADVISORS, L.L.C.,

  	
   

  
	
   

  	
  as Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher Kaster

  	
   

  
	
   

  	
   

  	
  Name: 
  Christopher Kaster

  	
   

  
	
   

  	
   

  	
  Title:  Chief
  Operating Officer

  	
   

  
					



 


5

















 


THE DOE RUN RESOURCES
CORPORATION


Exhibit A


to


Assignment and Acceptance


 


1.        Assignor


 


Regiment Capital II, L.P. and Lathi, LLC


 


2.        Assignee


 


The Renco Group, Inc.


30 Rockefeller Center


42nd Floor


New York, NY  10112


Telecopy:    (212) 541-6197


 


For payments of interest,
principal and other amounts:


 


JPMorgan Chase Bank


ABA# 021000021


A/C# 967101107


Account Name:  The Renco Group, Inc.


 


3.        Assignment Date


 


March 21, 2003


 


4.        Assigned Interests


 


	
  Outstanding Term
  Loan:

  	
   

  	
  Regiment Capital II, L.P.:

  	
   

  	
  $

  	
  7,750,000.00

  	
   

  
	
   

  	
   

  	
  Lathi, LLC:

  	
   

  	
  $

  	
  7,750,000.00

  	
   

  



 


Unpaid interest and fees with respect to the assigned
credits described above, accrued through the Assignment Date, shall be paid to
the Assignors as set forth herein.


 


5.        Assignors’ Post-Assignment Interest


 


Each Assignor
represents that immediately after giving effect to this assignment, its
interest in the following credits is summarized as follows:


 


	
  Term Loan:

  	
   

  	
  Regiment Capital II, L.P.:

  	
  $

  	
  0.00

  	
   

  
	
   

  	
   

  	
  Lathi, LLC:

  	
  $

  	
  0.00

  	
   

  



 


6

















 


6.        Assignee’s
Post-Assignment Interest


 


The Assignee represents that immediately after giving
effect to this assignment, its interest in the following credit is summarized
as follows:


 


	
  Term Loan:

  	
  $

  	
  15,500,000.00

  	
   

  



 


7

















 


THE DOE RUN
RESOURCES CORPORATION


Exhibit B


to


Assignment and Acceptance


 


Transfer Amount


(as of March 21, 2003)


 


	
  Principal of
  Term Loan

  	
   

  	
  $

  	
  15,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Accrued Daily
  Interest on Term Loan

  	
   

  	
  $

  	
  138,208.33

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Accrued
  Contingent Interest on Term Loan

  	
   

  	
  $

  	
  500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Prior Agent’s Legal
  Fees

  	
   

  	
  $

  	
  32,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  16,170,208.33

  	
   

  



 


8