Exhibit
4.2.5


 


THIRD SUPPLEMENTAL
INDENTURE


 


THIS THIRD SUPPLEMENTAL INDENTURE, dated as of October
29, 2002 (this “Third Supplemental Indenture”) to the Indenture (as defined
below), among The Doe Run Resources Corporation, a New York Corporation (the
“Issuer”), the Guarantors under the Indenture and State Street Bank and Trust
Company, as Trustee (the “Trustee”).


 


W I T N E S S E T H:


 


WHEREAS, the Issuer has issued its 11 1/4% Senior
Secured Notes due 2005 (the “Securities”) in the aggregate principal amount of
$50,00,000 under and pursuant to that certain Indenture, dated as of September
1, 1998, supplemented by that certain First Supplemental Indenture, dated as of
September 16, 1998 and that certain Second Supplemental Indenture, dated as of
January 13, 1999 (as amended, modified and supplemented to date, the
“Indenture”), among the Issuer, the Guarantors party thereto and the Trustee;
and


 


WHEREAS, the Issuer has solicited the consent of the
holders of the Securities to certain amendments to the Indenture (the “Proposed
Amendments”) pursuant to that certain Amended and Restated Exchange Offer,
Consent Solicitation and Solicitation of Acceptances dated September 20, 2002;
and


 


WHEREAS, the holders of a majority in aggregate
principal amount of the outstanding Securities issued under the Indenture have
consented to the Proposed Amendments; and


 


WHEREAS, all consents and notices required to be
obtained and given as conditions to the execution of this Third Supplemental
Indenture pursuant to the Indenture and all other documents relating to the
Securities have been obtained and given;


 


NOW, THEREFORE, for and in consideration of the
premises and mutual covenants and agreements hereinafter set forth, the parties
hereto agree as follows:


 


ARTICLE I


AUTHORIZATION;
DEFINITIONS


 


Section 1.01. 
THIRD SUPPLEMENTAL INDENTURE. 
This Third Supplemental Indenture is supplemental to, and is entered
into, in accordance with Section 9.02 of the Indenture, and except as modified,
amended and supplemented by this Third Supplemental Indenture, the provisions
of the Indenture are in all respects ratified and confirmed and shall remain in
full force and effect.


 


Section 1.02. 
DEFINITIONS.  Unless the context
shall otherwise require, all terms which are defined in Section 1.01 of the
Indenture shall have the same meanings, respectively, in this Third
Supplemental Indenture as such terms are given in said Section 1.01 of the
Indenture.


 

















 


ARTICLE II


AMENDMENTS TO INDENTURE


 


Section 2.01. 
AMENDED PROVISIONS.  The
Indenture is hereby amended as follows:


 


(a) The covenant entitled “Maintenance of Office or
Agency” (Section 4.02) shall be deleted.


 


(b) The covenant entitled “Limitation on Restricted
Payments” (Section 4.03) shall be deleted.


 


(c) The covenant entitled “Corporate Existence”
(Section 4.04) shall be deleted.


 


(d) The covenant entitled “Payment of Taxes and Other
Claims” (Section 4.05) shall be deleted.


 


(e) The covenant entitled “Maintenance of Properties
and Insurance” (Section 4.06) shall be deleted.


 


(f) The covenant entitled “Compliance Certificates;
Notice of Default” (Section 4.07) shall be deleted.


 


(g)  The
covenant entitled “Compliance with Laws” (Section 4.08) shall be deleted.


 


(h)  The
covenant entitled “SEC Reports and Other Information” (Section 4.09) shall be
deleted.


 


(i)  The
covenant entitled “Waiver of Stay, Extension or Usury Laws” (Section 4.10)
shall be deleted.


 


(j)  The
covenant entitled “Limitation on Transactions with Affiliates” (Section 4.11)
shall be deleted.


 


(k)  The
covenant entitled “Limitations on Indebtedness” (Section 4.12) shall be
deleted.


 


(l)  The
covenant entitled “Limitation on Dividends and Other Payment Restrictions
Affecting Restricted Subsidiaries” (Section 4.13) shall be deleted.


 


(m)  The
covenant entitled “Limitation on Liens” (Section 4.14) shall be deleted.


 


(n)  The
covenant entitled “Change of Control” (Section 4.15) shall be deleted.


 


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(o)  The
covenant entitled “Limitations on Sale of Assets” (Section 4.16) shall be deleted.


 


(p) The covenant entitled “Limitation on
Sale/Leaseback Transactions” (Section 4.17) shall be deleted.


 


(q)  The
covenant entitled “Limitation on Preferred Stock of Restricted Subsidiaries”
(Section 4.18) shall be deleted.


 


(r) The covenant entitled “Qualifying Investment
Requirements” (Section 4.19) shall be deleted.


 


(s) The covenant entitled “Future Guarantees” (Section
4.20) shall be deleted.


 


(t) The covenant entitled “Conduct of Business”
(Section 4.21) shall be deleted.


 


(u) The covenant entitled “Impairment of Security
Interest” (Section 4.22) shall be deleted.


 


(v) The covenant entitled “Amendment to Collateral
Documents” (Section 4.23) shall be deleted.


 


(w) The covenant entitled “Release of Released Real
Property” (Section 4.25) shall be deleted.


 


(x) The covenants contained in Section 5.01(a)(2) and
the remainder of such section (“When Company May Merge, Etc.”) shall be
deleted.


 


(y) The Events of Default found in Section 6.01(3),
(4), (5), (6) and (7) shall be deleted.


 


(z) The definitions in the Indenture that related
solely to the deleted covenants and the deleted Events of Default shall be
deleted.


 


ARTICLE III


MISCELLANEOUS


 


Section 3.01. 
EFFECTIVE DATE.  This Third
Supplemental Indenture shall become effective upon execution and delivery
hereof.


 


Section 3.02. 
COUNTERPARTS.  This Third
Supplemental Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.


 


Section 3.03. 
ACCEPTANCE.  The Trustee accepts
the Indenture, as supplemented by this Third Supplemental Indenture, and agrees
to perform the same upon the terms and


 


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conditions set forth therein as so supplemented.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Third Supplemental Indenture or the due execution by the Issuer or the
Guarantors, or for or in respect of the recitals contained herein, all of which
are made solely by the Issuer.


 


Section 3.04. 
SUCCESSORS AND ASSIGNS.  All
covenants and agreements in this Third Supplemental Indenture, by the Issuer,
the Guarantors or the Trustee shall bind its respective successors and assigns,
whether so expressed or not.


 


Section 3.05. 
SEVERABILITY.  In case any
provision in this Third Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


Section 3.06. 
GOVERNING LAW.  This Third
Supplemental Indenture shall be governed by and construed in accordance with
the laws of the State of New York, as applied to contracts made and performed
within the State of New York, without regard to principles of conflict of
laws.  Each of the parties hereto agrees
to submit to the jurisdiction of the courts of the State of New York in any
action or proceeding arising out of or relating to this Third Supplemental Indenture.


 


Section 3.07. 
INCORPORATION INTO INDENTURE. 
All provisions of this Third Supplemental Indenture shall be deemed to
be incorporated in, and made part of, the Indenture, and the Indenture, as
amended and supplemented by this Third Supplemental Indenture, shall be read,
taken and construed as one and the same instrument.


 


IN WITNESS WHEREOF, the parties have caused this Third Supplemental
Indenture to be duly executed as of the date first above written.


 


 


	
   

  	
  ISSUER:

  
	
   

  	
   

  
	
   

  	
   

  	
  THE DOE RUN RESOURCES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  
	
   

  	
   

  	
  Name:

  	
  Marvin Kaiser

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
   

  	
  DOE RUN CAYMAN LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  
	
   

  	
   

  	
  Name:

  	
  Marvin Kaiser

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
						



 


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  FABRICATED PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	 
	
   

  	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  
	 
	
   

  	
   

  	
  Name:

  	
  Marvin Kaiser

  
	 
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  	
  DR LAND HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	 
	
   

  	
   

  	
  By:

  	
  /s/ Marvin Kaiser

  
	 
	
   

  	
   

  	
  Name:

  	
  Marvin Kaiser

  
	 
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  	
  DOE RUN PERU S.R.L.

  
	
   

  	
   

  
	
   

  	
   

  
	 
	
   

  	
   

  	
  By:

  	
  /s/ David Chaput

  
	 
	
   

  	
   

  	
  Name:

  	
  David Chaput

  
	 
	
   

  	
   

  	
  Title:

  	
  By Power of Attorney

  
	
   

  	
   

  
	
   

  	
   

  	
  DOE RUN DEVELOPMENT S.A.C.

  
	
   

  	
   

  
	
   

  	
   

  
	 
	
   

  	
   

  	
  By:

  	
  /s/ David Chaput

  
	 
	
   

  	
   

  	
  Name:

  	
  David Chaput

  
	 
	
   

  	
   

  	
  Title:

  	
  By Power of Attorney

  
							



 


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  TRUSTEE:

  
	
   

  	
   

  
	
   

  	
   

  	
  STATE STREET BANK AND TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	 
	
   

  	
   

  	
  By:

  	
  /s/ Gregory M. Donovan

  
	 
	
   

  	
   

  	
  Name:

  	
  Gregory M. Donovan

  
	 
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
							



 


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