EXHIBIT 10.19.3


 


THIS NOTE WAS ISSUED WITH
ORIGINAL ISSUE DISCOUNT.  THE ISSUE DATE
OF THIS NOTE IS OCTOBER 29, 2002.  THE
ISSUE PRICE OF THIS NOTE IS $7,750,000. 
THE ORIGINAL ISSUE DISCOUNT AND YIELD TO MATURITY OF THIS NOTE WILL
VARY, DEPENDING ON WHEN THIS NOTE IS REPAID IN FULL.  SCHEDULE 1 ATTACHED TO THIS NOTE DETAILS THE ORIGINAL ISSUE
DISCOUNT AND YIELD TO MATURITY OF THIS NOTE.


 


TERM NOTE


 


	
  T-2

  	
  October 29,
  2002

  



 


FOR VALUE
RECEIVED, the undersigned The Doe Run Resources Corporation, a New York corporation
(the “Company”), hereby promises to pay
Lathi, LLC (the “Lender”) or registered
assigns, on the Maturity Date, the principal amount of Seven Million Seven
Hundred Fifty Thousand and 00/l00ths Dollars ($7,750,000) or such
lesser unpaid principal amount of the loan made by the Lender to the Company
pursuant to the Credit Agreement dated as of October 29, 2002, as from time to
time in effect (the “Credit Agreement”),
among the Company, the Lender and certain other parties.  Capitalized terms defined in the Credit
Agreement and not otherwise defined herein are used herein with the meanings so
defined.


 


The Company
promises to pay (a) Daily Interest from the date hereof, computed as
provided in the Credit Agreement, on the principal amount of such loan from
time to time unpaid at the per annum rate applicable to such unpaid principal
amount as provided in the Credit Agreement and (b) the amount of
Contingent Interest, computed as provided in the Credit Agreement, payable in
respect of the principal amount of such loan in accordance with the terms of
the Credit Agreement, all such interest being payable at the times specified in
such Credit Agreement, except that all accrued interest shall be paid at the
stated or accelerated maturity hereof or upon the prepayment in full hereof.


 


In addition,
the Company:  (a) promises that,
contemporaneously with the making by the Lender of such loan, the Company will
remit to the Lender the portion of the Discount Amount attributable to the
principal amount of such loan; and (b) acknowledges that (i) the
remittance to the Lender of such portion of the Discount Amount is not a
payment of any portion of the principal amount of, or any interest or fees on
or in respect of, such loan and (ii) such portion of the Discount Amount
will, for federal income tax purposes, be included in such loan’s original
issue discount.


 


Payments
hereunder shall be made to Regiment Capital Advisors, L.L.C., as agent for the
Lender, at 70 Federal Street, Boston, Massachusetts 02110.


 


This Note
evidences borrowings under, and is entitled to the benefits of, and is subject
to the provisions of, the Credit Agreement. 
The principal of this Note is prepayable in the amounts and under the
circumstances set forth in the Credit Agreement, and may be prepaid in whole or
from time to time in part, all as set forth in the Credit Agreement.


 

















 


In case an
Event of Default shall occur and be continuing, the entire principal of this
Note may become or be declared due and payable in the manner and with the
effect provided in the Credit Agreement.


 


This Note
shall be governed by and construed in accordance with the laws (other than the
conflict of laws rules) of The Commonwealth of Massachusetts.


 


The parties
hereto, including the Company and all guarantors and endorsers, hereby waive
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance and enforcement of this
Note, except as specifically otherwise provided in the Credit Agreement, and
assent to extensions of time of payment, forbearance or other indulgence
without notice.


 


	
   

  	
  TEE DOE RUN RESOURCES

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ M.K. Kaiser

  
	
   

  	
   

  	
  Title:  Executive Vice President

  



 

















 


Schedule 1


ORIGINAL ISSUE DISCOUNT AND YIELD TO MATURITY*


 


	
  Period

  	
   

  	
  Issue Price†

  	
   

  	
  Amount Payable

  if Paid in Full†

  	
   

  	
  Original Issue

  Discount†

  	
   

  	
  Yield to

  Maturity

  	
   

  
	
  On or prior
  to October 29, 2003

  	
   

  	
  Y x $15,035,000

  	
   

  	
  Y x $16,000,000

  	
   

  	
  Y x $1,965,000

  	
   

  	
  17.58415

  	
  %

  
	
  After October 29, 2003 and on or prior to
  October 29, 2004

  	
   

  	
  Y x $15,035,000

  	
   

  	
  Y x $17,000,000

  	
   

  	
  Y x $1,965,000

  	
   

  	
  17.58415

  	
  %

  
	
  After
  October 29, 2004

  	
   

  	
  Y x $17,000,000

  	
   

  	
  Y x $18,500,000

  	
   

  	
  Y x $1,500,000

  	
   

  	
  20.07350

  	
  %

  



 












*
The applicable Treasury Regulations assume that the Company, which has the
option to prepay this Note at any time, would prepay this Note in full on
October 29, 2004, as such date of prepayment would result in the lowest yield
to maturity of this Note under the terms of the Credit Agreement.  Accordingly, this Schedule 1 assumes that
this Note will be prepaid in full on October 29, 2004.  If no portion of this Note is prepaid on or
prior to October 29, 2004, this Note will be deemed to have been reissued on
such date at its then adjusted issue price and, thereafter, original issue
discount will be required to be accrued on this Note at a rate of 20.0735%
(compounded annually) from October 30, 2004 through October 29, 2005.  If this Note is at any time prepaid in part,
this Schedule 1 will not be accurate and the holder of this Note should contact
the Company for a revised schedule of the original issue discount and yield to
maturity of this Note.


 


† Y = $7,750,000  ̧
$15,500,000.