EXHIBIT 10.19.11
WAIVER TO
AMENDED AND RESTATED CREDIT
AGREEMENT
WAIVER, dated as of
February 25, 2005 (this “ Waiver ”), in
respect of the Amended and Restated Credit Agreement, dated as of
April 30, 2004 (as amended, waived, restated, supplemented or
otherwise modified and in effect from time to time, the “
Credit Agreement ”) among THE DOE RUN RESOURCES
CORPORATION, a New York corporation (the “ Borrower
”), the financial institutions from time to time parties
thereto (the “ Lenders ”), and THE RENCO GROUP,
INC., a New York corporation, as agent for the Lenders (in such
capacity, the “ Agent ”).
WHEREAS, pursuant to
Section 4.2.1 of the Credit Agreement the Borrower is required
to prepay the Loan and the Discretionary Credit Obligations (as
defined in the Credit Agreement) in the amount of the lesser of
(a) 75% of Consolidated Excess Cash Flow (as defined in the
Credit Agreement) for the 2004 fiscal year of the Borrower or
(b) the sum of (i) the amount of the Loan plus
(ii) the amount of the Discretionary Credit Obligations then
outstanding, which amount the Borrower, the Agent and the Lender
agree is equal to $11,078,000 (the “ 2004 Excess Cash Flow
Prepayment ”); and
WHEREAS, the Borrower has requested
that the Agent and the Lenders waive the requirement to make the
2004 Excess Cash Flow Prepayment, and the Agent and the Lender are
willing to grant such waiver but only on the terms and subject to
the conditions set forth herein;
NOW, THEREFORE, in consideration of
the premises, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1.
Defined Terms
. Unless otherwise defined herein,
terms defined in the Credit Agreement are used herein as therein
defined.
2.
Waiver . The Agent and the Lender hereby waive the
requirement set forth in Section 4.2.1 of the Credit Agreement
that the Borrower make the 2004 Excess Cash Flow
Prepayment.
3.
Representations
. To induce the Agent and the
Lenders to enter into this Waiver, the Borrower ratifies and
confirms each representation and warranty set forth in the Credit
Agreement as if such representations and warranties were made on
even date herewith, and further represents and warrants that
(a) no material adverse change has occurred in the financial
condition or business prospects of the Borrower since the date of
the last financial statements delivered to the Agent and the
Lenders, (b) after giving effect to this Waiver, no Default or
Event of Default has occurred and is continuing, and (c) the
Borrower is fully authorized to enter into this Waiver.
