exv10w26



 






Exhibit 10.26




FIRST AMENDMENT




TO




JBIC LOAN AGREEMENT




among




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

JAPAN BANK FOR INTERNATIONAL COOPERATION,




and




SUMITOMO MITSUI BANKING CORPORATION,

as JBIC Agent



Dated as of December 19, 2005





 









 








FIRST AMENDMENT TO JBIC LOAN AGREEMENT



This FIRST AMENDMENT TO JBIC LOAN AGREEMENT (“First Amendment”), dated as of December 19,
2005, is made and entered among 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”), JAPAN BANK FOR INTERNATIONAL COOPERATION (“JBIC”), and SUMITOMO MITSUI
BANKING CORPORATION, in its capacity as JBIC Agent (the “JBIC Agent”, and collectively with
JBIC and the Borrower, the “Parties”).




RECITALS




     A. The Parties have previously entered into a JBIC Loan Agreement (the “JBIC Loan
Agreement”), dated as of September 30, 2005; and



     B. The Parties wish to amend certain provisions of the JBIC Loan Agreement.



     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. Annex D to the JBIC Loan Agreement is hereby deleted in its entirety and replaced with the
provisions attached hereto as Schedule 1.



     2. Except as set forth above in this First Amendment, the JBIC Loan Agreement shall continue
in effect in accordance with its terms.



     3. Article XIII of the JBIC Loan Agreement is 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	 	 
	 
	 	 	 	 	 	 
	 	 	JAPAN BANK FOR INTERNATIONAL COOPERATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Akira Ogawa
 

Name: Akira Ogawa
	 	 
	 

	 	 	 	Title: Director General	 	 
	 
	 	 	 	 	 	 
	 	 	SUMITOMO MITSUI BANKING CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ F. Kusakabe
 

Name: F. Kusakabe
	 	 
	 

	 	 	 	Title: Senior Vice President, Head of Credit	 	 
	 

	 	 	 	     Control & Administration, Group Structured	 	 
	 

	 	 	 	     Finance Dept.	 	 






 









 






SCHEDULE 1




Annex D




Environmental Monitoring Form

(JBIC Loan to Cerro Verde)




Date :                     





			
	To:	 	Japan Bank for International Cooperation

4-1, Ohtemachi 1-chome

Chiyoda-ku, Tokyo 100-8144, Japan

Attn: Director General

Energy and Natural Resources Finance Department






			
		 	Dear Sirs:

As required by Section 9.01(b) of the JBIC Loan Agreement dated September 30th, 2005
between Japan Bank for International Cooperation, as Lender, Sociedad Minera Cerro Verde S.A.A., as
Borrower, and Sumitomo Mitsui Banking Corporation, as JBIC Agent (JBIC Loan to Cerro Verde), please
find enclosed the environmental monitoring form prepared by the Borrower for the year ended on
December 31, [____].






			
		 	In addition, except as disclosed below, we hereby certify that, as of the date hereof, the Borrower
is not aware of any violation of the JBIC Environmental Guidelines.





	 	 	 	 	 
	 

	 	Yours faithfully,	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






D-1




 









 








ENVIRONMENTAL MONITORING FORM




(Page 1 of 2)




1. Water Quality (Surface Water; Río Chili, Water Intake Point)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Referred	 	 	Remarks	 
	 	 	 	 	 	 	Measured Value	 	 	Measured Value	 	 	Standards/Criteria	 	 	(Frequency,	 
	ITEM	 	Unit	 	 	(Average)	 	 	(Maximum)	 	 	(if any)	 	 	Method, etc.)	 
	 
	pH
	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EC
	 	μS/cm	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Temperature
	 	 	°C	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Acidity
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(CaCO3)
	Alkalinity
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TDS
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TSS
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






2. Water Quality (Groundwater; Downstream of waste rock dump place)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Referred	 	 	Remarks	 
	 	 	 	 	 	 	Measured Value	 	 	Measured Value	 	 	Standards/Criteria	 	 	(Frequency,	 
	ITEM	 	Unit	 	 	(Average)	 	 	(Maximum)	 	 	(if any)	 	 	Method, etc.)	 
	 
	Water Level
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	pH
	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DO
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EC
	 	μS/cm	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Temperature
	 	 	°C	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Acidity
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(CaCO3)
	Alkalinity
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TDS
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TSS
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Al
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	As
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Co
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cu
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fe
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mg
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Zn
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pb
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sulfates
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 






ENVIRONMENTAL MONITORING FORM




(page 2 of 2)




3. Water Quality (Groundwater; Downstream of tailings dam)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Referred	 	 	Remarks	 
	 	 	 	 	 	 	Measured Value	 	 	Measured Value	 	 	Standards/Criteria	 	 	(Frequency,	 
	ITEM	 	Unit	 	 	(Average)	 	 	(Maximum)	 	 	(if any)	 	 	Method, etc.)	 
	 
	Water Level
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	pH
	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DO
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EC
	 	μS/cm	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Temperature
	 	 	°C	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Acidity
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(CaCO3)
	Alkalinity
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TDS
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TSS
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Al
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	As
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Co
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cu
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fe
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mg
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Zn
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pb
	 	mg/L	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sulfates
	 	mg/L