EXHIBIT
10.19.2


 


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 $15,500,000.  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


 


October 29, 2002


 


                FOR VALUE
RECEIVED, the undersigned The Doe Run Resources Corporation, a New York corporation
(the “Company”), hereby promises to pay
The Renco Group, Inc., a New York corporation (“Renco”), or registered
assigns, on the Maturity Date, the principal amount of Fifteen Million Five
Hundred Thousand Dollars ($15,500,000) or such lesser unpaid principal amount
of the loan made by the Lenders 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.


 


                Payments hereunder
shall be made to The Renco Group, Inc., as Agent and Lender, at 30 Rockefeller
Plaza, 42nd Floor, New York, NY 10112, Attn: Roger L. Fay.


 


                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.


 


	
   

  	
  THE DOE RUN
  RESOURCES

  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David Chaput

  
	
   

  	
   

  	
   

  	
  Name: David Chaput

  
	
   

  	
   

  	
   

  	
  Title: Vice President-Finance

  



 


 

















 


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

  	
   

  	
  $15,035,000

  	
   

  	
  $16,000,000

  	
   

  	
  $1,965,000

  	
   

  	
  17.58415%

  	
   

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

  	
   

  	
  $15,035,000

  	
   

  	
  $17,000,000

  	
   

  	
  $1,965,000

  	
   

  	
  17.58415%

  	
   

  
	
  After October 29, 2004

  	
   

  	
  $17,000,000

  	
   

  	
  $18,500,000

  	
   

  	
  $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 20, 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.