Exhibit 10.2
AMENDMENT NO. 1
DATED OCTOBER 30, 2006
to
WARRANT AGREEMENT
DATED AS OF OCTOBER 29, 2002
BY AND BETWEEN
THE DOE RUN RESOURCES CORPORATION
AND
U.S. BANK NATIONAL ASSOCIATION (AS SUCCESSOR TO
STATE STREET BANK AND TRUST COMPANY)
AS
WARRANT AGENT
Amendment No. 1 dated October 30, 2006 (this "Amendment") to Warrant
Agreement (the "Agreement") dated as of October 29, 2002 between The Doe Run
Resources Corporation and U.S. Bank National Association (as successor to State
Street Bank and Trust Company), as Warrant Agent. Capitalized terms not defined
in this Amendment shall have the meaning assigned to them in the Agreement.
WHEREAS, the Company has issued 644.7813 warrants pursuant to the
Warrant Agreement;
WHEREAS, the Company and the Majority Warrantholders desire to enter
into this Amendment to modify the terms of the Agreement in the manner set forth
herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
Section 1. Notwithstanding anything in the Agreement (including but
not limited to Section 6 thereof) to the contrary, the Company and Renco shall
each have the right to purchase all of the outstanding Warrants prior to
datelstransMonth2Day16Year2007February 16, 2007 at a per warrant price of
$62,036.54, subject to the terms and conditions set forth in the Warrant
Repurchase Agreement dated October 30, 2006 by and among The Doe Run Resources
Corporation, The Renco Group, Inc., Regiment Capital Advisors, LLC, Sowood
Commodity Partners Fund LP, Sowood Commodity Partners Fund III LP and the other
warrantholders listed on the signature page thereto (the "Warrant Repurchase
Agreement"). The procedures for the Closing of such a purchase by the Company or
Renco shall be as set forth in the Warrant Repurchase Agreement.
Section 2. The parties hereto acknowledge and agree that the
obligation of the Company to engage an alternative nationally recognized
investment banking firm or firm of certified public accountants acceptable to
the Majority Warrantholders to conduct an Alternative Appraisal pursuant to
Section 6.12.2 of the Agreement relating to the determination of the Warrant
Value in response to the exercise by the Warrantholders of their Put Option
pursuant to Section 6.6 of the Agreement as reflected in their letter dated
datelstransMonth7Day31Year2006July 31, 2006 and the rejection by the
Warrantholders of the Company Appraisal as reflected in their letter dated
datelstransMonth10Day26Year2006October 26, 2006, is suspended until
datelstransMonth3Day2Year2007March 2, 2007. The Company further acknowledges and
agrees that it shall not exercise its Call Option prior to
datelstransMonth2Day16Year2007February 16, 2007.
Section 3. Section 16 of the Agreement captioned "Termination" is
amended to read as follows: "This Agreement will terminate on the date on which
there is a Closing (a) pursuant to Section 6.6.3, 6.7.3 or 6.8.3 of this
Agreement, except for Section 6.9 which shall survive for one year thereafter
and the provisions of Section 11 which shall survive indefinitely or (b)
pursuant to Section 3 of the Warrant Repurchase Agreement, except for the
provisions of Section 11 which shall survive indefinitely."
Section 4. This Amendment may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which taken together shall
constitute one instrument.
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Section 5. This Amendment shall be governed by and construed in
accordance with the domestic substantive laws of the State of New York, without
giving effect to any choice or conflict of laws provision or rule that would
cause the application of the domestic substantive law of any other jurisdiction.
Section 6. Except to the extent expressly set forth herein, all
other provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, each of the undersigned has duly executed this
Amendment (or caused this Amendment to be executed on its behalf by its officers
or representatives thereunder duly authorized) as of the date first above
written.
THE DOE RUN RESOURCES CORPORATION
By: /s/ A. Xxxxx Xxxx
--------------------------------------
Name: A. Xxxxx Xxxx
Title: President & CEO
U.S. BANK NATIONAL ASSOCIATION,
as Warrant Agent
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
