Exhibit 10.1
AMENDMENT NO. 1 TO
LOAN AND SECURITY AGREEMENT
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AMENDMENT dated as of September 1, 1998 by and among The Doe Run Resources
Corporation, a New York corporation ("Doe Run") and Fabricated Products, Inc., a
Delaware corporation ("Fabricated Products" and together with Doe Run, each a
"Borrower" and collectively, "Borrowers") and Congress Financial Corporation, a
Delaware corporation, as successor by merger to Congress Financial Corporation,
a California corporation ("Lender").
W I T N E S S E T H
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WHEREAS, Lender and Borrowers have entered into financing arrangements
pursuant to which Lender may make loans and advances and provide other financial
accommodations to Borrowers as set forth in the Loan and Security Agreement,
dated March 12, 1998, by and among Lender and Borrowers (as amended by this
Amendment and as the same may be further amended, modified, supplemented,
extended, renewed, restated or replaced, the "Loan Agreement") and the
agreements, documents and instruments at any time executed and/or delivered in
connection therewith or related thereto (collectively, together with the Loan
Agreement, the "Financing Agreements");
WHEREAS, Doe Run has entered into certain arrangements to purchase the
Missouri Lead Division of ASARCO Incorporated as set forth in the ASARCO
Purchase Agreements (as hereinafter defined);
WHEREAS, in connection with the acquisition by Doe Run of the Missouri Lead
Division of ASARCO Incorporated, Doe Run is issuing the Senior Secured Notes (as
hereinafter defined), the proceeds of which, together with the Loans (as that
term is defined in the Loan Agreement), are to be used to fund such acquisition,
and related transactions; and
WHEREAS, in connection with such acquisition and the issuance of the Senior
Secured Notes, Borrowers have requested certain amendments to the Loan Agreement
and Lender is willing to agree to such amendments, subject to the terms and
conditions contained herein;
NOW, THEREFORE, in consideration of the mutual conditions and agreements
and covenants set forth herein, and for other good and valuable consideration,
the adequacy and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. DEFINITIONS.
1.1. ADDITIONAL DEFINITIONS. As used herein, the following terms shall
have the respective meanings given to them below and the Loan Agreement shall be
deemed and is
hereby amended to include, in addition and not in limitation of, each of the
following definitions:
(a) "ASARCO PURCHASE AGREEMENTS" shall mean, individually and
collectively, the Asset Purchase and Sale Agreement, dated July 20, 1998, by and
between Seller and Doe Run, together with bills of sale, quitclaim deeds,
assignment and assumption agreements and such other instruments of transfer as
are referred to therein and all side letters with respect thereto, and all
agreements, documents and instruments executed and/or delivered in connection
therewith, as all of the foregoing now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced; PROVIDED, THAT,
the term "ASARCO Purchase Agreements" as such term is defined herein shall not
include any of the "Financing Agreements" as such term is defined herein.
(b) "ASARCO PURCHASED ASSETS" shall mean all of the assets and
properties acquired by Doe Run from Seller pursuant to the ASARCO Purchase
Agreements.
(c) "DOE RUN AIR" shall mean Doe Run Air S.A.C., a Peruvian
corporation, and its successors and assigns.
(d) "DOE RUN DEVELOPMENT" shall mean Doe Run Development S.A.C., a
Peruvian corporation, and its successors and assigns.
(e) "SECURED NOTE INITIAL PURCHASER" shall mean Xxxxxxxxx & Company,
Inc. and its respective successors and assigns.
(f) "SELLER" shall mean ASARCO Incorporated, a New Jersey corporation,
and its successors and assigns.
(g) "SENIOR SECURED NOTE AGREEMENTS" shall mean, individually and
collectively, each and all of the following (as the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced): (a) the Senior Secured Notes, (b) the Senior Secured Note Indenture,
(c) the Senior Secured Note Security Agreement, (d) the Purchase Agreement,
dated August 26, 1998, between the Secured Note Initial Purchaser, the Senior
Secured Note Guarantors and Doe Run with respect to the purchase from Doe Run of
all of the Senior Secured Notes, and (e) the Senior Secured Note Registration
Agreement.
(h) "SENIOR SECURED NOTE COLLATERAL" shall mean the ASARCO Purchased
Assets consisting of Real Property, Equipment and the related assets described
on Exhibit A hereto, and all products and proceeds thereof, PROVIDED, THAT, the
term "Senior Secured Note Collateral" shall not include any of the Accounts or
Inventory.
(i) "SENIOR SECURED NOTE GUARANTORS" shall mean, collectively,
Fabricated Products, Doe Run Cayman, Doe Run Mining, Doe Run Peru, Doe Run Air
and Doe Run Development.
(j) "SENIOR SECURED NOTE INDENTURE" shall mean the Indenture, dated as
of September 1, 1998, by and among Doe Run, the Senior Secured Note Guarantors
and the Senior Secured Note Trustee with respect to the Senior Secured Notes, as
the same now exists
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or may hereafter be amended, modified, supplemented, extended, renewed, restated
or replaced.
(k) "SENIOR SECURED NOTE REGISTRATION AGREEMENT" shall mean the
Registration Rights Agreement, dated as of September 1, 1998, by and among Doe
Run, the Senior Secured Note Guarantors and the Secured Note Initial Purchaser,
as the same now exists or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced.
(l) "SENIOR SECURED NOTES" shall mean, individually and collectively,
each and all of the following (as the same now exist or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced):
(i) the 11 1/4% Senior Secured Notes due 2005, Series A (the "Series A Secured
Notes") issued by Doe Run on September 1, 1998 and guaranteed by the Senior
Secured Note Guarantors pursuant to the Senior Secured Note Indenture in the
original principal amount of $50,000,000 and (ii) the 11 1/4% Senior Secured
Notes due 2005, Series B (the "Series B Secured Notes") to be issued by Doe Run
after the date hereof, guaranteed by the Senior Secured Note Guarantors which
have terms identical to the terms of the Series A Secured Notes and are offered
to the holders of the Series A Secured Notes pursuant to a registration
statement to be filed by Doe Run and the Senior Secured Note Guarantors with the
Securities and Exchange Commission in exchange for the Series A Secured Notes
held by such holder.
(m) "SENIOR SECURED NOTE SECURITY AGREEMENT" shall mean the Security
Agreement, dated as of September 1, 1998 made by Doe Run in favor of State
Street Bank and Trust Company, as collateral agent, as the same now exists or
may hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced.
(n) "SENIOR SECURED NOTE TRUSTEE" shall mean State Street Bank and
Trust Company, and its successors and assigns, and any replacement or other
trustee under the Senior Secured Note Indenture.
(o) "SUGAR CREEK ASSETS" shall mean the assets and properties of Doe
Run transferred by Doe Run to Seller pursuant to the ASARCO Purchase Agreements
as part of the consideration for the ASARCO Purchased Assets payable under the
ASARCO Purchase Agreements and as described on Exhibit B hereto.
1.2. INTERPRETATION. For purposes of this Amendment, unless otherwise
defined herein, all terms used herein, including, but not limited to, those
terms used and/or defined in the recitals hereto, shall have respective meanings
assigned thereto in the Loan Agreement.
2. CONSENTS. Subject to the terms and conditions contained herein, Lender
hereby consents to and waives the provisions in the Financing Agreements to the
extent such provisions prohibit or restrict the following: (a) the purchase by
Doe Run of the ASARCO Purchased Assets pursuant to the ASARCO Purchase
Agreements as in effect on the date hereof, PROVIDED, THAT, such purchase shall
be consummated and effective by no later than September 5, 1998,(b) the issuance
and sale by Doe Run of the Senior Secured Notes pursuant to the Senior Secured
Note Agreements as in effect on the date hereof, (c) the Indebtedness of Doe Run
evidenced by the Senior Secured Notes, (d) the grant by Doe Run to the Senior
Secured Note Trustee of a first priority security interest in and lien upon the
Senior Secured Note Collateral pursuant to the Senior Secured Note Security
Agreement as in
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effect on the date hereof to secure the Indebtedness of Doe Run evidenced by the
Senior Secured Notes (as in effect on the date hereof),(e) the guarantee by
Fabricated Products and the other Senior Secured Note Guarantors of the
Indebtedness of Doe Run evidenced by the Senior Secured Notes, (f) the
compliance with the provisions of Section 5.7 of the Loan Agreement regarding
prior notice of new locations of Collateral acquired by Doe Run pursuant to the
ASARCO Purchase Agreement, (g) the amendment of the Senior Note Indenture to
include Doe Run Air and Doe Run Development as guarantors of the Senior Secured
Notes and (h) the transfer by Doe Run to Seller of the Sugar Creek Assets as
part of the consideration payable by Doe Run to Seller for the ASARCO Purchased
Assets under the ASARCO Purchase Agreements.
3. AMENDMENTS.
3.1. INDEBTEDNESS.
(a) Section 6.3 of the Loan Agreement is hereby amended by deleting
only clause (bb) of Section 6.3(d)(ii)(2) and replacing it with the following:
"(bb) changes in control of Doe Run and certain of its affiliates
and"
(b) Section 6.3 of the Loan Agreement is hereby amended by adding a
new Section 6.3(m) as follows:
"(m) Indebtedness of Doe Run up to the principal amount of
$50,000,000 evidenced by the Senior Secured Notes as reduced by
payments of principal in respect thereof, plus interest thereon at the
rate provided for in the Senior Secured Notes as in effect on the date
of the issuance thereof; PROVIDED, THAT: (i) Doe Run shall only make
regularly scheduled payments of principal and interest or other
mandatory payments in respect of such Indebtedness in accordance with
the terms of the Senior Secured Notes as in effect on the date of the
issuance thereof, EXCEPT THAT Doe Run may prepay, in whole or in part,
the Senior Secured Notes as in effect on the date of the issuance
thereof, so long as (A) Borrowers provides Lender with two (2)
Business Days' prior written notice of the intention of Doe Run to
make any such prepayment, (B) as of the date of such prepayment and
after giving effect thereto, no Obligations (other than pursuant to
Letter of Credit Accommodations and the costs, expenses and other
charges relating thereto) shall be then outstanding, (C) as of the
date of such prepayment and after giving effect thereto, there shall
be Excess Availability of not less than $10,000,000, and (D) no Event
of Default, or act, condition or event which with notice or passage of
time or both would constitute an Event of Default, exists or has
occurred and is continuing, (ii) Doe Run shall not, directly or
indirectly, (A) amend, modify, alter or change the terms of the Senior
Secured Note Agreements or any agreements, documents or instruments
executed and/or delivered in connection therewith as in effect on the
original date of the execution and delivery thereof or (B) redeem,
retire, defease, purchase or otherwise deposit or invest any sums for
such purpose, EXCEPT for (1) prepayments permitted under Section
6.3(m)(i) above, (2) mandatory repurchases of Senior Secured Notes
required in accordance with the terms of the Senior Secured Note
Indenture (as in effect
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on the date of the execution and delivery thereof) in connection with
(aa) the sales of certain assets of Doe Run and its Subsidiaries (other
than the Collateral) and (bb) changes in control of Doe Run and certain of
its affiliates and (3) the exchange of the Senior Secured Notes consisting
of the Series A Secured Notes for the Series B Secured Notes, (iii) Doe Run
shall furnish to Lender copies of all notices, demands or other materials
either received from the Senior Secured Note Trustee or any of the holders
of the Senior Secured Notes, or on its or their behalf, promptly after
receipt thereof, or sent by Doe Run or any of its Affiliates, or on its or
their behalf, to the Senior Secured Note Trustee or any other
representative of the holders of the Senior Secured Notes, concurrently
with the sending thereof, as the case may be, and (iv) such Indebtedness
evidenced by the Senior Secured Notes is and shall at all times only be
secured by the Senior Secured Note Collateral;"
3.2. LIMITATION ON LIENS. Section 6.4 of the Loan Agreement is hereby
amended by adding a new Section 6.4(o) as follows:
"(o) the first priority security interests in, and mortgages and liens
upon, and the filing of financing statements covering, the Senior Secured
Note Collateral to secure the Indebtedness of Doe Run evidenced by the
Senior Secured Notes permitted under Section 6.3(m) hereof, PROVIDED, THAT,
Lender shall have received, in form and substance satisfactory to Lender,
an agreement from the Senior Secured Note Trustee permitting Lender to
enter and use the Equipment and Real Property and other assets and
properties of Doe Run subject to such security interests, mortgages and
liens permitted hereunder to exercise the rights and remedies of Lender
with respect to the Collateral;"
3.3. LOANS, INVESTMENTS, GUARANTEES. Section 6.5 of the Loan Agreement is
hereby amended by adding new Sections 6.5(p) and 6.5(q) as follows:
"(p) the guarantee by Fabricated Products and the other Secured
Note Guarantors of the Indebtedness of Doe Run evidenced by the Senior
Secured Notes to the extent such Indebtedness is permitted under
Section 6.3 hereof; and
(r) the purchase by Doe Run of the ASARCO Purchased Assets pursuant to
the ASARCO Purchase Agreements."
3.4. SCHEDULES. Schedules 5.3, 5.7, 5.8, 5.10, 5.14, 5.15, 5.21, 5.22 and
5.24 of the Loan Agreement are hereby supplemented by adding thereto the
material set forth on the Supplement to Schedules 5.3, 5.7, 5.8, 5.10, 5.14,
5.15, 5.21, 5.22 and 5.24 to this Amendment.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS. In addition to the
continuing representations, warranties and covenants heretofore or hereafter
made by each Borrower to Lender pursuant to the other Financing Agreements,
Borrowers hereby jointly and severally represent, warrant and covenant with and
to Lender as follows (which representations, warranties and covenants are
continuing and shall survive the execution and delivery hereof and shall be
incorporated into and made a part of the Financing Agreements):
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4.1. ACQUISITION OF ASARCO PURCHASED ASSETS.
(a) The ASARCO Purchase Agreements and the transactions contemplated
thereunder have been duly executed, delivered and performed in accordance with
their terms by the respective parties thereto in all respects, including the
fulfillment (not merely the waiver, except as have been disclosed to Lender and
consented to in writing by Lender) of all conditions precedent set forth therein
and after giving effect to the ASARCO Purchase Agreements, Doe Run has acquired
good and marketable title to the ASARCO Purchased Assets, free and clear of all
claims, liens, pledges and encumbrances of any kind, except for the security
interests in and mortgages and liens upon the Senior Secured Note Collateral to
the extent permitted under Section 6.4(o) of the Loan Agreement. All amounts
paid by Doe Run pursuant to the ASARCO Purchase Agreements have been paid with
the proceeds received by Doe Run from the issuance and sale of the Senior
Secured Notes, the existing cash balances of Doe Run, and the proceeds of the
Loans.
(b) All actions and proceedings required by the ASARCO Purchase
Agreements, applicable law or regulation have been taken and the transactions
contemplated thereunder have been duly and validly consummated. Borrowers have
received all necessary consents and approvals of third parties to the
transactions contemplated by the ASARCO Purchase Agreements.
(c) No court of competent jurisdiction has issued any injunction,
restraining order or other order which prohibits consummation of the
transactions described in the ASARCO Purchase Agreements and no governmental or
other action or proceeding has been threatened or commenced, seeking any
injunction, restraining order or other order which seeks to void or otherwise
modify the transactions described in the ASARCO Purchase Agreements.
(d) Borrowers have delivered, or caused to be delivered, to Lender
true, correct and complete copies of the ASARCO Purchase Agreements.
4.2. SENIOR SECURED NOTES.
(a) The Senior Secured Notes have been duly authorized, issued and
delivered by Doe Run and all agreements, documents and instruments related
thereto, including, but not limited to, the Senior Secured Note Indenture, have
been duly authorized, executed and delivered by Doe Run and the transactions
contemplated thereunder performed in accordance with their terms by the
respective parties thereto in all respects, including the fulfillment (not
merely the waiver, except as may have been disclosed to Lender and consented to
by Lender in writing) of all conditions precedent set forth therein. All
actions and proceedings contemplated by the Senior Secured Note Agreements, the
agreements, documents and instruments related thereto, applicable law or
regulation have been taken and the transactions required thereunder have been
duly and validly consummated. Neither the execution and delivery of the Senior
Secured Notes, any of the other Senior Secured Note Agreements or any of the
instruments and documents to be delivered pursuant thereto, nor the consummation
of the transactions therein contemplated, nor compliance with the provisions
therein contemplated, has violated or will violate any law or regulation or any
order or decree of any court or governmental instrumentality in any respect or
does or will conflict with or result in the breach of, or constitute a default
in any respect under, any indenture, mortgage, deed of trust, agreement or
instrument to which Borrowers are a party or may be bound (other than
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the Banco de Credito Agreements), or result in the creation or imposition of any
lien, charge or encumbrance upon any of the property of Borrowers (except as
specifically contemplated hereunder or under the other Financing Agreements) or
violate any provision of the Certificate of Incorporation or By-Laws of
Borrowers.
(b) No court of competent jurisdiction has issued any injunction,
restraining order or other order which prohibits consummation of the issuance of
the Senior Secured Notes and the transactions described therein and no
governmental or other action or proceeding has been threatened, to the knowledge
of the Borrowers, or commenced, seeking any injunction, restraining order or
other order which seeks to void or otherwise modify the issuance of the Senior
Secured Notes.
(c) Borrowers have delivered, or caused to be delivered, to Lender
true, correct and complete copies of the Senior Secured Note Agreements and all
other agreements, documents and instruments existing as of the date hereof
relating thereto.
(d) For purposes of this Section 4.2, the representations, warranties
and covenants contained herein shall not apply to the Series B Secured Notes
until such time as the Series B Secured Notes have been issued by Doe Run
pursuant to the Senior Secured Note Indenture.
4.3. NO DEFAULT. No Event of Default exists on the date of this Amendment
(after giving effect to the amendments to the Loan Agreement made by this
Amendment).
4.4. CORPORATE POWER AND AUTHORITY. This Amendment has been duly executed
and delivered by each Borrower and is in full force and effect as of the date
hereof, and the agreements and obligations of each Borrower contained herein
constitute legal, valid and binding obligations of each of Borrowers enforceable
against each of Borrowers in accordance with their respective terms.
4.5. USE OF PROCEEDS. All of the payments by Doe Run in connection with
the ASARCO Purchase Agreements and all other transaction fees and expenses
related thereto (other than the amendment fee hereunder, which fee shall be paid
using existing cash balances of Borrowers) shall be paid utilizing first the
proceeds of the Senior Secured Notes and existing cash balances of Doe Run, and,
therefore, to the extent necessary, proceeds of the Loans.
4.6. ADDITIONAL ITEMS TO BE DELIVERED. Each Borrower hereby agrees that,
in addition to all other terms, conditions and provisions set forth in the other
Financing Agreements, Borrowers shall deliver or cause to be delivered to
Lender, the following items, each in form and substance satisfactory to Lender,
as soon as possible, but in any event, by the date referred to below with
respect to each such item:
(a) on or before October 31, 1998, Collateral Access Agreements with
respect to any of the premises of Doe Run at locations acquired pursuant to the
ASARCO Purchase Agreements, in each case, duly executed and delivered by the
owner and lessor of such premises;
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(b) on or before October 31, 1998, agreements in writing, from each
consignee, processor or other third party in possession of any Inventory or
other Collateral acquired pursuant to the ASARCO Purchase Agreements and
pursuant to which such consignee, processor or other third party acknowledges
the first priority lien of Lender on Inventory of Doe Run in the possession of
such consignee, processor or other third person, agrees to waive any and all
claims such person may at any time have against such Inventory, and agrees to
permit Lender access to, and the right to remain on, the premises of the
customer so as to exercise Lender's rights and remedies and otherwise deal with
the Collateral, in each case as duly authorized, executed and delivered by each
of such persons and Doe Run;
(c) on or before October, 31, 1998, UCC-1 financing statements between
Doe Run, as secured party/consignor and each person who has possession of any
Inventory or other assets of Doe Run (other than the Senior Secured Note
Collateral), as debtor/consignee, indicating Lender, as assignee, for filing in
the appropriate government recording offices, as determined by Lender, in each
case as duly authorized, executed and delivered by Doe Run and each of such
persons;
(d) on or before October 31, 1998, UCC, Federal and State tax lien and
judgment lien searches against Seller in the jurisdictions in which any of the
ASARCO Purchased Assets are located; and
(e) on or before October 31, 1998, UCC-1 financing statements between
Congress, as secured party and Doe Run, as debtor with respect to the Collateral
for filing in the appropriate
government recording offices, as determined by Lender, in each case as duly
authorized, executed and delivered by Doe Run.
5. CONDITIONS PRECEDENT. The effectiveness of the consents, waivers and
other terms and conditions contained herein shall be subject to the receipt by
Lender of each of the following, in form and substance satisfactory to Lender:
5.1. evidence that: (a) the Senior Secured Notes, the other Senior
Secured Note Agreements and all agreements, documents and instruments relating
thereto have been duly authorized, executed and delivered by the parties thereto
in accordance with their terms and (b) Doe Run has received from or on behalf of
the holders of the Senior Secured Notes cash or other immediately available
funds in the aggregate amount of approximately $50,000,000 (less underwriting
discounts and commissions and original issue discount thereof) constituting the
proceeds of the Senior Secured Notes;
5.2. evidence that the ASARCO Purchase Agreements have been duly executed
and delivered by and to the appropriate parties thereto and the transactions
contemplated under the terms of the ASARCO Purchase Agreements have been
consummated prior to or contemporaneously with the execution of this Amendment;
5.3. evidence that first the proceeds of the Senior Secured Notes and
existing cash balances of Doe Run and thereafter, to the extent necessary, the
proceeds of the Loans have been used by Doe Run to make payments under the
ASARCO Purchase Agreements, or in connection with the transactions contemplated
thereunder;
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5.4. the intercreditor agreement between the Senior Secured Note Trustee on
behalf of the holders of the Senior Secured Notes and Lender, duly authorized,
executed and delivered by the Senior Secured Note Trustee and Borrowers;
5.5. the opinion letters of counsel to Borrowers with respect to the Senior
Secured Note Agreements and the ASARCO Purchase Agreements and the opinion
letter of counsel to Seller with respect to the ASARCO Purchase Agreements, upon
which Lender is permitted to rely, and such other matters as Lender may request;
and
5.6. an original of this Amendment, duly authorized, executed and delivered
by Borrowers.
6. ADDITIONAL EVENTS OF DEFAULT. The parties hereto acknowledge, confirm
and agree that the failure of Borrowers to comply with the covenants, conditions
and agreements contained herein shall constitute an Event of Default under the
Financing Agreements (subject to the applicable cure period, if any, with
respect thereto provided for in the Loan Agreement as in effect on the date
hereof).
7. EFFECT OF THIS AMENDMENT. Except as modified pursuant hereto, no other
waivers, changes or modifications to the Financing Agreements are intended or
implied, and in all other respects, the Financing Agreements are hereby
specifically ratified, restated and confirmed by all parties hereto as of the
effective date hereof. To the extent of conflict between the terms of this
Amendment and the other Financing Agreements, the terms of this Amendment shall
control.
8. FURTHER ASSURANCES. The parties hereto shall execute and deliver such
additional documents and take such additional actions as may be necessary to
effectuate the provisions and purposes of this Amendment.
9. GOVERNING LAW. The rights and obligations hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the laws of the State of New York.
10. BINDING EFFECT. This Amendment shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors and
assigns. Any acknowledgment or consent contained herein shall not be construed
to constitute a consent to any other or further action by Borrowers or to
entitle Borrowers to any other consent. The Loan Agreement and this Amendment
shall be read and construed as one agreement.
11. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment, it shall not be
necessary to produce or account for more than one counterpart thereof signed by
each of the parties thereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their authorized officers as of the day and year
first above written.
Very truly yours,
THE DOE RUN RESOURCES CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Title: Vice President - CFO
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FABRICATED PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Title: Vice President - Finance
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ACCEPTED AND AGREED:
CONGRESS FINANCIAL CORPORATION
By: /s/ Xxxxxxx Xxxx
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Title: Assistant Vice President
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