EXHIBIT 10.19.12

SECOND AMENDMENT AND WAIVER TO
AMENDED AND RESTATED CREDIT AGREEMENT

SECOND AMENDMENT AND WAIVER, dated as of April 29, 2005 (this “ Amendment and Waiver ”), in respect of the Amended and Restated Credit Agreement, dated as of April 30, 2004 (as amended, supplemented or otherwise modified prior to the date hereof, the “ Existing Credit Agreement ”; as amended hereby and as further amended, 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, the Borrower has requested the Agent and the Lenders to waive the Borrower’s failure to comply with and to amend the Capital Expenditure restrictions of Section 6.5.6 with respect to the Borrower’s current fiscal year;

WHEREAS, the Borrower has requested that the amount of the 2004 Excess Cash Flow Prepayment described in the Waiver to Amended and Restated Credit Agreement, dated as of February 25, 2005, among the Borrower, the Agent and the Lenders (the “ February 2005 Waiver ”), be increased to $12,673,000; and

WHEREAS, the Agent and Lenders are willing to agree to such amendment and waivers, but only on the terms and subject to the conditions set forth in this Amendment and Waiver;

NOW, THEREFORE, in consideration of 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 Existing Credit Agreement are used herein as therein defined.

2.                                        Amendments to Existing Credit Agreement .  The Existing Credit Agreement is hereby amended as follows:

(a)                                   Section 1 is hereby amended by inserting the following new definitions to read as follows:

““ Second Amendment ” means the Second Amendment and Waiver, dated as of April 29, 2005, to this Agreement.”

““ Second Amendment Effective Date ”: means the “Effective Date” as defined in the Second Amendment.”