exv10w22



 






Exhibit 10.22




EXECUTION COPY




FIRST AMENDMENT




TO




MASTER PARTICIPATION AGREEMENT




among




SOCIEDAD MINERA CERRO VERDE, S.A.A.,




as Borrower,




and




CALYON NEW YORK BRANCH,




as Administrative Agent




Dated as of December 16, 2005





 









 








FIRST AMENDMENT TO MASTER PARTICIPATION AGREEMENT



This FIRST AMENDMENT TO MASTER PARTICIPATION AGREEMENT (“First Amendment”), dated as of
December 16, 2005, is made and entered between SOCIEDAD MINERA CERRO VERDE, S.A.A., a Peruvian
sociedad anónima abierta listed on the Lima Stock Exchange and organized under the laws of Peru
(the “Borrower”) and CALYON NEW YORK BRANCH, a licensed branch of a banking corporation
organized and existing under the laws of the French Republic, in its capacity as Administrative
Agent (the “Administrative Agent”, and collectively with the Borrower, the
“Parties”).




RECITALS




     A. The Borrower, Japan Bank for International Cooperation, a Japanese government financial
institution organized under the laws of Japan, Sumitomo Mitsui Banking Corporation, a stock
corporation organized under the laws of Japan, The Bank of Tokyo-Mitsubishi, Ltd., a banking
institution organized under the laws of Japan, KfW, a public corporation formed under the laws of
the Federal Republic of Germany, CALYON New York Branch, a licensed branch of a banking corporation
organized under the laws of the French Republic, The Royal Bank of Scotland plc, a public limited
company incorporated under the laws of Scotland, The Bank of Nova Scotia, a Canadian chartered
bank, organized under the laws of Canada, Mizuho Corporate Bank, Ltd., a banking institution
organized under the laws of Japan, and the Administrative Agent have entered into a Master
Participation Agreement (the “Master Participation Agreement”), dated as of September 30,
2005;



     B. Pursuant to Section 12.19(a) of the Master Participation Agreement, the Master
Participation Agreement may be amended pursuant to a written instrument executed by the Borrower,
the Administrative Agent acting in accordance with Section 10.01 thereof and, with respect to any
amendment that modifies any provision of the Master Participation Agreement in a manner that
adversely affects any rights of the Administrative Agent thereunder or enlarges its duties
thereunder, the Administrative Agent;



     C. The Parties wish to amend certain provisions of the Master Participation Agreement in a
manner that does not adversely affect the rights of the Administrative Agent thereunder or enlarge
its duties thereunder; and



     D. The Administrative Agent has received all necessary authorizations from the Senior Facility
Lenders to authorize the Administrative Agent to enter into this First Amendment.



 









 





     NOW THEREFORE, in consideration of the agreements hereinafter set forth, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:



     1. Schedule 6.04 to the Master Participation Agreement is hereby amended by adding the
following paragraph at the end of such Schedule:




	 	“•	 	Ministry of Energy and Mines. On December 1, 2005, the Borrower received a
notification from the Ministry of Energy and Mines of an administrative proceeding
initiated at the request of FREDICON, a community association. The Ministry of Energy
and Mines will conduct a special review of certain environmental aspects of the
Borrower’s operations as described in such notification. The Borrower has currently
no reason to expect that this proceeding will have any Material Adverse Project
Effect.”





     2. Schedule 6.06 to the Master Participation Agreement is hereby amended by adding the
following paragraph at the end of such Schedule:




	 	“•	 	The Borrower has been informed by Peruvian counsel that it is not in compliance
with the provisions of Law No. 27252 (published in the official gazette El Peruano on
January 7, 2000) and its implementing regulations relating to the early retirement of
certain categories of mining workers. Pursuant to this legislation, the Borrower is
required to withhold a portion of the salary payable to certain categories of
employees and deposit the corresponding amounts together with matching contributions
into certain private pension fund management companies. The Borrower will regularize
its non compliance with respect to past periods before December 31, 2005 and intends
to implement a system to comply with this legislation going forward. The Borrower
currently estimates that the aggregate cost of regularizing past non-compliance will
not exceed US$500,000.”





     3. Except as set forth above in this First Amendment, the Master Participation Agreement shall
continue in effect in accordance with its terms.



     3. Section 12.07 and Section 12.16 of the Master Participation Agreement are incorporated
herein by reference.



     4. This First Amendment may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed and delivered shall be an
original, but all of which shall together constitute one and the same instrument.



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed.



	 	 	 	 	 
	 	SOCIEDAD MINERA CERRO VERDE S.A.A.

 	 
	 	By:  	/s/ Christian Moran
 	 
	 	 	Name:  	Christian Moran 	 
	 	 	Title:  	Attorney in Fact 	 
	 
	 	CALYON NEW YORK BRANCH

 	 
	 	By:  	/s/ Robert G. Colvin
 	 
	 	 	Name:  	Robert G. Colvin 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Ted Vandermel
 	 
	 	 	Name:  	Ted Vandermel 	 
	 	 	Title:  	Director