**Exhibit10.1**

** **

EXECUTION COPY

 

**SECOND OMNIBUS AMENDMENT AGREEMENT**

** **

Among

 

MINERA SAN CRISTÓBAL, S.A.,

as Borrower

APEX SILVER MINES LIMITED,

 

APEX SILVER MINES SWEDEN AB,

 

APEX LUXEMBOURG S.A. R.L.,

 

APEX SILVER FINANCE LTD.,

 

APEX METALS MARKETING GmbH,

 

SUMITOMO CORPORATION,

 

SC MINERALS AKTIEBOLAG, 

 

COMERCIAL METALES BLANCOS AB,

 

BNP PARIBAS,

as Administrative Agent

 

BARCLAYS CAPITAL,

as Technical Agent

 

CORPORACIÓN ANDINA DE FOMENTO,

as a Senior Lender

 

JPMORGAN CHASE BANK, N.A.,

as Collateral Agent and Securities Intermediary,

 

THE SENIOR LENDERS PARTY HERETO

 

and

 

THE HEDGE BANKS PARTY HERETO

 

Dated as of September 4, 2007

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TABLE OF CONTENTS

 
| ** **                                        | **Page**      |
|---------------------------------------------------|---------------|
|                                              |          |
| ARTICLE I DEFINITIONS                             | 2             |
|                                              |          |   |
|                                              | Section 1.01. | Defined Terms | 2 |
|                                              | Section 1.02. | Interpretation | 2 |
|                                              |          |   |
| ARTICLE II REPRESENTATIONS AND WARRANTIES         | 3             |
|                                              |          |   |
|                                              | Section 2.01. | Organization | 3 |
|                                              | Section 2.02. | Authority | 3 |
|                                              | Section 2.03. | Binding Agreements; Proper Legal  Form | 3 |
|                                              | Section 2.04. | Consents and Approvals | 4 |
|                                              | Section 2.05. | No Conflicts | 4 |
|                                              |          |   |
| ARTICLE III SECURED PARTY CONSENTS AND  APPROVALS | 4             |
|                                              |          |   |
|                                              | Section 3.01. | Consents and Approvals | 4 |
|                                              | Section 3.02. | Put Options | 5 |
|                                              |          |   |
| ARTICLE IV AMENDMENTS                             | 5             |
|                                              |          |   |
|                                              | Section 4.01. | Common Security Agreement | 5 |
|                                              | Section 4.02. | Commercial Bank Senior Loan  Agreement | 8 |
|                                              | Section 4.03. | CAF Senior Loan Agreement | 9 |
|                                              | Section 4.04. | Sumitomo Pledge and Guarantee  Agreement | 9 |
|                                              | Section 4.05. | Sponsor Pledge Agreement | 9 |
|                                              |          |   |
| ARTICLE V CONDITIONS PRECEDENT                    | 10            |
|                                              |          |   |
|                                              | Section 5.01. | Conditions Precedent | 10 |
|                                              |          |   |
| ARTICLE VI MISCELLANEOUS                          | 12            |
|                                              |          |   |
|                                              | Section 6.01. | Expenses | 12 |
|                                              | Section 6.02. | Counterparts | 12 |
|                                              | Section 6.03. | Severability | 12 |
|                                              | Section 6.04. | Governing Law | 12 |
|                                              | Section 6.05. | Headings | 12 |
|                                              | Section 6.06. | Waivers; Amendment | 12 |
|                                              | Section 6.07. | Limited Agreement | 12 |
|                                              | Section 6.08. | Authorizations | 13 |

 

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| APPENDIX A-1, A-2 | -      | Form  of Sumitomo Hedge Guarantee                      |
|-------------------|--------|--------------------------------------------------------|
| APPENDIX B-1, B-2 |   | Form  of Cash Collateral Agreement                     |
| APPENDIX C        |   | Content  of Bolivia Opinion                            |
| APPENDIX D        | -      | Content  of Cayman Opinion                             |
| APPENDIX E-1, E-2 | -      | Content  of Japan and New York Opinions (re Sumitomo)  |
| APPENDIX F        | -      | Content  of New York Opinion                           |
|              |   |                                                   |
| EXHIBIT 1         | -      | Request  Letter with 2007 Updated Construction Budget, |
|              |   | Operating Plan and  Financial Model                    |
| EXHIBIT 2         | -      | Minimum  Insurance Requirements Changes                |

 

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This **SECOND****OMNIBUS AMENDMENT AGREEMENT** (this “Agreement”), datedas of September 4, 2007, is entered into among **MINERA SANCRISTÓBAL, S.A.**, a *sociedad anónima*organized under the laws of Bolivia (the “Borrower”), **APEX SILVER MINES LIMITED**, an exempted company dulyincorporated with limited liability and validly existing under the laws of theCayman Islands (“ASM”), ** APEX SILVER MINES SWEDEN AB**, a *privat aktiebolag* organized under the laws of Sweden (“ApexSweden”), **APEX LUXEMBOURG S.A. R.L.**, a *société à responsabilité limitée* organized under the laws ofLuxembourg (“Apex Luxembourg”), **APEX SILVER FINANCE LTD.**,an exempted company duly incorporated with limited liability and validlyexisting under the laws of the Cayman Islands (“Apex Silver Finance”), **APEX METALS MARKETING GmbH**, a company with limited liabilityorganized under the laws of Switzerland (“Apex Metals Marketing”), **SUMITOMO CORPORATION**, a corporation organized under the lawsof Japan (“Sumitomo”),**SC MINERALS****AKTIEBOLAG**, aprivat aktiebolag organized under the laws of Sweden (“SC Minerals Sweden”),**COMERCIAL METALES BLANCOS AB**, aprivat aktiebolag organized under the laws of Sweden (“Comercial MetalesBlancos”),**BNP PARIBAS**, a banking institutionorganized under the laws of France, as Administrative Agent for the SecuredParties (the “Administrative Agent”), **BARCLAYSCAPITAL**, a division of Barclays Bank PLC, a public limited companyorganized under the laws of England and Wales, as Technical Agent (the “TechnicalAgent”), **CORPORACIÓN ANDINA DE FOMENTO**, amultilateral institution organized and existing pursuant to its ConstitutiveAgreement signed in Bogotá, Colombia on February 7, 1968, as a Senior Lender, **JPMORGAN CHASE BANK, N.A.**, a national banking corporation asCollateral Agent (the “Collateral Agent”) and as Securities Intermediary(the “Securities Intermediary”), the **SENIORLENDERS** party hereto and the **HEDGE BANKS**party hereto.

 

RECITALS

 

WHEREAS, the Borrower, Apex Sweden, Apex MetalsMarketing, Apex Luxembourg, Apex Silver Finance, SC Minerals Sweden, ComercialMetales Blancos, the Administrative Agent, the Technical Agent, CorporaciónAndina de Fomento, the Collateral Agent, the Securities Intermediary, theSenior Lenders party thereto and the Hedge Banks party thereto are parties tothe Common Security Agreement, dated as of December 1, 2005 (as amended andsupplemented from time to time, the “Common Security Agreement”);

 

WHEREAS, pursuant to the Common Security Agreementand the other Transaction Documents, the Borrower and the other parties theretoagreed, among other things, to the terms and conditions for the financing ofthe Project;

 

WHEREAS, pursuant to the letters dated June 22, 2007from the Borrower to the Technical Agent and the Administrative Agent (the “RequestLetter”), annexed hereto as Exhibit 1, the Borrower has requested fromthe Secured Parties approval to (a) allow the Borrower to enter into certainadditional hedge agreements; (b) allow ASM and Sumitomo to grant certaincollateral to the Hedge Banks; (c) change the amortization schedules of theSenior Loans; (d) increase the amount of Cash Sweep Prepayments; (e) use anupdated Operating Plan

 

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that is different from theInitial Operating Plan as contemplated by Section 8.14 of the CommonSecurity Agreement; and (f) change the price deck contained in the FinancialModel, and to make certain other changes to certain Transaction Documents; 

 

WHEREAS, the Secured Parties are willing to approvesuch transactions and changes upon the terms and conditions set forth herein;

 

NOW, THEREFORE, in consideration of the mutualagreements herein contained and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereto herebyagree as follows:

 

**ARTICLE I**

 

**DEFINITIONS**

 

Section 1.01.                             DefinedTerms.  Except as otherwise definedherein, capitalized terms used in this Agreement shall have the meanings giventhereto in the Common Security Agreement (including Appendix A thereto).  As used in this Agreement, the followingterms have the meanings specified below:

 

“Additional Permitted Hedge Transactions”means the put options acquired by the Borrower pursuant to Section 5.01(c)(i).

 

“Amendment Documents” means each of thisAgreement, the Sumitomo Hedge Guarantees and the ASM Cash CollateralAgreements.

 

“Amendment Effective Date” has the meaninggiven to that term in Section 5.01.

 

“ASM Cash Collateral Agreements” means theCash Collateral Agreement between ASM and BNP Paribas entered into pursuant toSection 5.01(b)(ii) and the Cash Collateral Agreement between ASM and BarclaysBank PLC entered into pursuant to Section 5.01(b)(ii).

 

“Sumitomo Hedge Guarantees” means each of theSumitomo Hedge Guarantees between Sumitomo and a Hedge Bank entered intopursuant to Section 5.01(b)(i).

 

Section 1.02.                             Interpretation.  The rules of interpretation set forth inclauses (a) to (j) of Section 1.02 of the Common Security Agreement shallapply, with necessary changes, to this Agreement as if set forth in full inthis Section 1.02.  

 

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**ARTICLE II**

 

**REPRESENTATIONS AND WARRANTIES**

 

Eachof the Borrower, ASM, Apex Sweden, Apex Luxembourg, Apex Silver Finance, ApexMetals Marketing, Sumitomo, SC Minerals Sweden and Comercial Metales Blancosrepresents and warrants to the Administrative Agent and the Collateral Agentfor the benefit of the Secured Parties that:

 

Section 2.01.                             Organization.  It (a) is organized and validly existingand in good standing under the law of the jurisdiction of its incorporation;(b) has all requisite organizational power and authority under the law ofthe jurisdiction of its formation to own its property and to carry on itsbusiness; and (c) is duly qualified to do business in and is in goodstanding in all other jurisdictions where necessary in light of the business itconducts and the property it owns and intends to conduct and own and in lightof the transactions contemplated by this Agreement and the other Amendment Documentsand Transaction Documents to which it is a party, except where the failure toqualify could not reasonably be expected to have a Material AdverseEffect.  

 

Section 2.02.                             Authority.  It has all requisite organizational power andauthority to enter into each Amendment Document to which it is a party and toincur and perform its obligations provided for herein and therein and to grantthe Secured Parties the security interests and Liens described in the SecurityDocuments to which it is a party.

 

Section 2.03.                             BindingAgreements; Proper Legal Form.

 

(a)                                  Each Amendment Document to which it is aparty which has been executed and delivered by it on or prior to the datehereof, has been duly authorized, executed and delivered by it and constitutesits legal, valid and binding obligation enforceable in accordance with itsterms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,moratorium and similar laws of general applicability relating to or affectingcreditors’ rights and to general equity principles.

 

(b)                                 Each Amendment Document to which it is aparty is in proper legal form under the law of the jurisdiction of itsincorporation for the enforcement thereof against it under such law, and ifthis Agreement were stated to be governed by such law, it would constitute thelegal, valid and binding obligation of it under such law, enforceable inaccordance with its terms, subject to bankruptcy, insolvency, fraudulenttransfer, reorganization, moratorium and similar laws of general applicabilityrelating to or affecting creditors’ rights and to general equity principles;and to ensure the legality, validity, enforceability or admissibility inevidence of this Agreement in the jurisdiction of its incorporation, it is notnecessary that this Agreement or any other document be filed or recorded withany court or other authority in such jurisdiction or that any stamp or similartax be paid in such jurisdiction on or in respect of this Agreement, except asspecifically provided in the legal opinions delivered in satisfaction of theconditions precedent referred to in clause (f) of Section 5.01.  The laws of the jurisdiction of its

 

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incorporation do not provide for or require any filing, recording or registrationof a security interest in any of the Pledged Collateral as a condition ofobtaining priority over a creditor that has acquired a Lien thereon or over areceiver in bankruptcy.

 

Section 2.04.                             Consentsand Approvals.  All Authorizationsand Government Approvals which are necessary for (i) the execution anddelivery by it of this Agreement and the other Amendment Documents to which itis a party and (ii) the performance of its obligations hereunder andthereunder have been obtained and are in full force and effect, and no otheraction by, and no notice to or filing with, any Governmental Authority or otherPerson is required for such execution, delivery or performance orenforceability, except as specifically provided in the legal opinions deliveredin satisfaction of the conditions precedent referred to in clause (f) ofSection 5.01; and all fees and taxes required for the legality orenforceability of such documents have been paid.

 

Section 2.05.                             NoConflicts.  The execution, deliveryand performance by it of each of the Amendment Documents to which it is a partyand the consummation of the transactions contemplated thereby do not and willnot (i) violate any provision of its Organizational Documents, anyAuthorization, any Government Rule or any Government Approval applicable to it;(ii) conflict with, result in a breach of or constitute a default underany indenture or loan or credit agreement to which it is a party or by which itor its property may be bound or affected in any material respect; or(iii) result in, or create any Lien (other than Liens specificallypermitted under the Financing Documents or the Amendment Documents) upon orwith respect to any of the properties now owned or hereafter acquired by it.

 

**ARTICLE III**

 

**SECURED PARTY CONSENTS AND APPROVALS**

 

Section 3.01.                             Consentsand Approvals.  Subject to thesatisfaction on or prior to the date 45 days after the date of this Agreementof each of the conditions precedent specified in Section 5.01 below, buteffective as of the Amendment Effective Date:

 

(a)                                  2007Updated Budget, Plan and Financial Model. The Secured Parties and Technical Agent (i) approve the 2007 UpdatedConstruction Budget, the 2007 Updated Operating Plan and the 2007 UpdatedFinancial Model submitted with the Request Letter, annexed hereto inExhibit 1, and (ii) for all purposes contemplated inSection 8.14(a)(i)(B) of the Common Security Agreement, approve therevised assumptions with respect to the prices of Metals as are set out in theRequest Letter.

 

(b)                                 Amendments.  The Secured Parties consent to the amendmentsset forth in Article IV.

 

(c)                                  Insurance.  The Secured Parties consent to the changes tothe Schedule of Minimum Insurance Requirements annexed hereto asExhibit 2.

 

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Section 3.02.                             PutOptions.  Subject only to executionof this Agreement by the parties named on signature pages hereof, the SecuredParties consent (effective as of the date hereof ) to the purchase by theBorrower of the put options described in Section 5.01(c)(i) of thisAgreement provided that an amount equal to the full purchase price ofsuch options has been substantially contemporaneouslypaid to the Borrower by the Sponsors.

 

**ARTICLE IV**

 

**AMENDMENTS**

 

Section 4.01.                             CommonSecurity Agreement.  The provisionsof the Common Security Agreement shall be amended, effective as provided inArticle III above, as follows:

 

(a)                                  Section 3.02(g) shall be amended to read asfollows:

 

“(g)                           *Mandatory Metals HedgeTransactions*.  As security for the Secured Debt Obligations,the Borrower hereby pledges and grants to the Collateral Agent for the benefitof the Secured Parties a security interest in all right, title and interestwhich the Borrower has or which shall hereafter arise in and to the MandatoryMetals Hedge Agreements and all of the Mandatory Metals Hedge Transactionsoutstanding thereunder at any time and all claims resulting from any failure orperformance or compliance with any of the provisions of any of the MandatoryMetals Hedge Agreements, together with full power and authority to enforce eachMandatory Metals Hedge Agreement to which the Borrower is a party against thecounterparties thereto.  Concurrentlywith or promptly after entering into a Mandatory Metals Hedge Agreement and anyMandatory Metals Hedge Transaction, the Borrower shall give or cause to begiven written notice to the counterparties thereto of the security interesttherein granted hereby.”;

 

(b)                                 Section 8.23 shall be amended by adding thewords “other than the Additional Permitted Hedge Transactions” after the word “Instruments”;

 

(c)                                  Section 9.02(a)(i) shall be amended byreplacing the percentage “35%” with the percentage “45%”; 

 

(d)                                 Section 10.04(b) shall be amended to read asfollows: 

 

“(b)                           SECOND, to the payment of the whole amountoutstanding of Secured Debt Obligations (whether accelerated or otherwise); andin the event such moneys shall not be sufficient to pay in full the wholeamount so due and unpaid, then to make payments *first*on a pro rata basis to each Person entitled to receive such payments based on(a) in the case of payments to Senior Lenders, the proportion that theoutstanding Senior Loan Obligations bears to sum of (i) the Senior LoanObligations and (ii) the Adjusted Guaranteed Apex Silver FinanceObligations (provided that in such case any Person may apply funds received byit to Senior

 

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Loan Obligations held by it in any order it chooses) and (b) inthe case of payments to Hedge Banks, the proportion that the AdjustedGuaranteed Apex Silver Finance Obligations bears to such sum, and *second*, after the Senior LoanObligations are paid in full, on a pro rata basis to each Person entitled toreceive such payments based on such Person’s pro rata share of any Secured DebtObligations remaining outstanding after the application in clause *first* of this paragraph SECOND;”;

 

(e)                                  Section 14.08(a)(vii) shall be amended toread as follows:

 

“(vii)                     any payment made to a Hedge Bank in respectof Mandatory Metals Hedge Transactions where such payment is (A) effected bysuch Hedge Bank netting amounts payable by such Hedge Bank under MandatoryMetals Hedge Transactions against amounts payable to such Hedge Bank in respectof Mandatory Metals Hedge Transactions (whether in the ordinary course or uponthe occurrence of an “Early Termination Date” with respect thereto) or (B) anAdditional Collateral Payment; and”;

 

(f)                                    Section 14.09 shall be amended to read asfollows:

 

“14.09  *No Separate Security*.  Each Secured Party that is a party tothis Agreement (for itself and any Person claiming through it):  (a) agrees that, except as otherwiseprovided herein, all Collateral (other than Additional Hedge Collateral) is forthe joint benefit of all the Secured Parties (subject to the priority among theSecured Parties set out herein); and (b) represents and warrants to eachother Secured Party that, in respect of any Secured Debt Obligations now orhereafter owing to such Secured Party (other than an Agent), it has received nosecurity or guarantees from the Borrower or any Affiliate thereof, other than(i) its interest in the Collateral as provided in the Security Documents,if any, (ii) in the case of the Hedge Banks, the Additional Hedge Collateral or(iii) as otherwise provided pursuant to the Financing Documents.  In furtherance of the foregoing, if anySecured Party (other  than an Agent)shall receive or be entitled to demand or otherwise call upon any guaranty, securityor other assurance of payment which is not described in clause (i), (ii) or(iii) of the preceding sentence in respect of the Secured Debt Obligations owedto such Secured Party, such Secured Party shall receive any proceeds thereof intrust for all the Secured Parties (to be shared promptly and ratably (subjectto the priority provisions among the Secured Parties established herein) withthe other Secured Parties) and shall exercise its rights to demand or call uponsuch guaranty, security or other assurance of payment as directed by theMajority Secured Parties.”;

 

(g)                                 the definition of “*FinancingDocuments*” in Appendix A thereto shall be amended to read: “meansthe Security Documents, the Completion Agreement, the Transfer RestrictionsAgreement, the Hedge Guaranty, each Senior Loan Agreement,

 

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each Note, each PRI Policy, the Fee Letters, each of the SumitomoDocuments, each Reorganization Document and each Amendment Document.”;

 

(h)                                 “the definition of “*HedgeGuaranty*” in Appendix A thereto shall be amended by replacing “ApexMetals” with “Apex Silver Finance”;

 

(i)                                     the definition of “*MandatoryMetals Hedge Agreements*” in Appendix A thereto shall be amendedto read: “means the ISDA Master Agreement, schedule, credit support annex andconfirmations executed by a Hedge Bank and Apex Silver Finance, and the ISDAMaster Agreement, schedule and confirmations executed and delivered by theBorrower and the hedge provider counterparty thereto with respect to theAdditional Permitted Hedge Transactions, in each case under which such Personsexecute Mandatory Metals Hedge Transactions.”;

 

(j)                                     the definition of “*MandatoryMetals Hedge Transactions*” in Appendix A thereto shall be amended byinserting the words”, any Additional Permitted Hedge Transactions” after thewords “IDD Mandatory Metals Hedge Transactions”;

 

(k)                                  the definition of “*ProjectFunds*” in Appendix A thereto shall be amended by inserting thewords “or the Borrower” after the words “Apex Silver Finance” inclause (i) of such definition;

 

(l)                                     the definition of “*SecurityDocuments*” in Appendix A thereto shall be amended to read: “meansthis Agreement, the Cross-Guarantee and Security Agreement, Counterparty’sConsent, AM Counterparty’s Consent, the Sponsor Pledge Agreement, the ASCBolivia Pledge Agreement, the Swiss Pledge Agreement, the Chilean ConditionalAssignment and each other security agreement, document, assignment, mortgage,charge, pledge, fiduciary assignment, power of attorney, sub-powers ofattorney, and other documents signed or filed (or to be signed and filed) bythe Borrower, Apex Sweden, Apex Metals Marketing, Apex Silver Finance, ASCBolivia, the Sponsor or Apex Luxembourg or any other Person in order orpurporting to create, preserve, continue, perfect or validate any securityinterest in any property of any such Person required or contemplated by thisAgreement, the Omnibus Amendment Agreement or the Second Omnibus AmendmentAgreement; provided that the Sumitomo Hedge Guarantees and the ASM CashCollateral Agreements shall not be Security Documents.”;

 

(m)                               the following additional defined terms shallbe inserted in Appendix A thereto:

 

“*Additional Collateral Payment*” means anypayment made to a Hedge Bank under an ASM Cash Collateral Agreement or aSumitomo Hedge Guarantee.”

 

“*Additional Hedge Collateral*” means onany date (i) the then-remaining amount of unapplied and unreleased cashcollateral provided by

 

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ASM pursuant to the ASM Cash Collateral Agreements and (ii) thethen-remaining effective principal amount of the guarantees provided bySumitomo under the Sumitomo Hedge Guarantees.

 

“*Additional Permitted Hedge Transactions*”has the meaning assigned to such term in the Second Omnibus AmendmentAgreement.

 

“*Adjusted Guaranteed Apex Silver Finance Obligations*”means, with respect to any Hedge Bank on any date of determination, (i) if anySenior Loan Obligations are outstanding on such date, the Guaranteed ApexSilver Finance Obligations owed to such Hedge Bank on such date minusthe amount of such Hedge Bank’s share of the Additional Hedge Collateral onsuch date or (ii) if no Senior Loan Obligations are outstanding on such date,the Guaranteed Apex Silver Finance Obligations owed to such Hedge Bank on suchdate.

 

“*Amendment Documents*” has the meaningassigned to such term in the Second Omnibus Amendment Agreement.

 

“*ASM**Cash Collateral Agreements*”has the meaning assigned to such term in the Second Omnibus AmendmentAgreement.

 

“*Reorganization Documents*” has themeaning assigned to such term in the Omnibus Amendment Agreement.

 

 “*SecondOmnibus Amendment Agreement*” means the Second Omnibus AmendmentAgreement dated as of September 4, 2007 among the parties hereto.

 

“*Sumitomo Hedge Guarantees*” has themeaning assigned to such term in the Second Omnibus Amendment Agreement.

 

Section 4.02.                             CommercialBank Senior Loan Agreement.  Theprovisions of the Commercial Bank Senior Loan Agreement shall be amended byreplacing the amortization schedule in Exhibit B thereto with the followingamortization schedule:

 

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| **Principal  Repayment Date  (Quarterly Date  falling in the  specified months)** | ** ** | **% of Original Principal  Amount  to be Repaid** | ** ** |
|------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------|------------|
| December 2008                                                                                              |       | 14.50                                                                      | %          |
| June 2009                                                                                                  |       | 19.50                                                                      | %          |
| December 2009                                                                                              |       | 17.50                                                                      | %          |
| June 2010                                                                                                  |       | 13.00                                                                      | %          |
| December 2010                                                                                              |       | 10.00                                                                      | %          |
| June 2011                                                                                                  |       | 8.50                                                                       | %          |
| December 2011                                                                                              |       | 7.00                                                                       | %          |
| June 2012                                                                                                  |       | 6.50                                                                       | %          |
| December 2012                                                                                              |       | 3.50                                                                       | %          |

 

Section 4.03.                             CAFSenior Loan Agreement.  Theprovisions of the CAF Senior Loan Agreement shall be amended by replacing the amortization schedule in Exhibit Bthereto with the following amortization schedule:

 
| **Principal  Repayment Date  (Quarterly Date  falling in the  specified months)** | ** ** | **% of Original Principal  Amount  to be Repaid** | ** ** |
|------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------|------------|
| December 2008                                                                                              |       | 14.50                                                                      | %          |
| June 2009                                                                                                  |       | 19.50                                                                      | %          |
| December 2009                                                                                              |       | 17.50                                                                      | %          |
| June 2010                                                                                                  |       | 13.00                                                                      | %          |
| December 2010                                                                                              |       | 10.00                                                                      | %          |
| June 2011                                                                                                  |       | 8.50                                                                       | %          |
| December 2011                                                                                              |       | 7.00                                                                       | %          |
| June 2012                                                                                                  |       | 6.50                                                                       | %          |
| December 2012                                                                                              |       | 3.50                                                                       | %          |

 

Section 4.04.                             SumitomoPledge and Guarantee Agreement.  Theprovisions of the Sumitomo Pledge and Guarantee Agreement shall be amended as follows:

 

(a)                                  Section 6.01(a) shall be amended by insertingthe words “or the Sumitomo Hedge Guarantees” after the word “Agreement”;

 

(b)                                 Section 6.01(c)(ii) shall be amended byinserting the words “or the Sumitomo Hedge Guarantees” after the words “this Agreement”in the first line thereof; and

 

(c)                                  Section 6.01(f) shall be amended by addingthe words “, the Sumitomo Hedge Guarantees” after each occurrence of the words “SumitomoTransfer Restrictions Agreement”.

 

Section 4.05.                             SponsorPledge Agreement.  The provisions ofthe Sponsor Pledge Agreement shall be amended as follows:

 

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(a)                                  clause (c)of the definition of Sponsor Permitted Liens shall be amended by adding at theend thereof the following:

 

“, andLiens on cash collateral pledged to the Hedge Banks pursuant to the ASM CashCollateral Agreements”; and

 

(b)                                 Section 4.12(a)shall be amended by inserting the words “or the Additional Permitted HedgeTransactions” after the words “Hedge Guaranty” in clause (i) thereof.

 

**ARTICLE VCONDITIONS PRECEDENT**

 

Section 5.01.                             ConditionsPrecedent.  The provisions ofArticles III and IV of this Agreement shall become effective on the date onwhich all of the following conditions precedent have been satisfied in form andsubstance acceptable to (or shall have been waived by) each Secured Party (the “AmendmentEffective Date”), provided that such conditions are satisfied orwaived on or prior to the date 45 days after the date of this Agreement:

 

(a)                                  Authorizations.  TheAdministrative Agent and the Collateral Agent shall have received(i) certified copies of Authorizations with respect to ASM, ApexLuxembourg, Apex Sweden, Apex Metals Marketing, Apex Silver Finance, SCMinerals Sweden, Comercial Metales Blancos and the Borrower given to authorizethe execution, delivery and performance by it of each Amendment Document towhich it is a party, and (ii) a certificate of an Authorized Officer ofSumitomo certifying Sumitomo has duly approved and ratified pursuant to itsinternal regulations the execution, delivery and performance by it of eachAmendment Document to which it is a party.

 

(b)                                 Ancillary Agreements.

 

(i)             Sumitomo shall have executed and delivered tothe Hedge Banks the Sumitomo Hedge Guarantees substantially in the forms ofAppendix A-1 and Appendix A-2 hereto; and

 

(ii)          ASM shall have executed and delivered to theHedge Banks the ASM Cash Collateral Agreements substantially in the forms ofAppendix B-1 and Appendix B-2 hereto;

 

(c)                                  Additional Permitted Hedge Transactions.  TheAdministrative Agent shall have received evidence satisfactory to it that theBorrower has:

 

(i)             acquired put options in sufficient amounts sothat the projected Historical Debt Service Coverage Ratio as reflected in the2007 Updated Financial Model will be a minimum of 1.7x for each futureprincipal repayment date;

 

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(ii)          acquired such options either from the HedgeBanks, from a Senior Lender, or from any other Person having a credit rating inrespect of its long term unsecured and un-credit enhanced Dollar-denominatedindebtedness of at least A from Standard & Poor’s and A2 from Moody’sInvestor Service;

 

(iii)       pledged and assigned such options to theCollateral Agent for the benefit of the Secured Parties and obtainedappropriate consents and agreements by the counterparties to such options topay amounts due under such options directly to the Collateral Agent; and

 

(iv)      fully paid for such options and received anamount equal to the full price of such options from the Sponsors on or prior tothe date of the Borrower’s purchase of such options.

 

(d)                                 Consent of PRI Insurers.  TheAdministrative Agent shall have received from or on behalf of the PRI Insurersa consent to this Second Omnibus Amendment Agreement and the relevanttransactions contemplated hereby, in form and substance acceptable to theAdministrative Agent.

 

(e)                                  Payment of Fees.  TheBorrower shall have paid (i) to the Administrative Agent, for the benefit ofthe Senior Lenders and the Mandated Lead Arrangers, the amendment fees agreedin the fee letters dated as of the date hereof from the Administrative Agent tothe Borrower and (ii) to the Administrative Agent and the Collateral Agent, allinvoiced fees and expenses (including reasonable fees and disbursements ofcounsel to the Administrative Agent and the Collateral Agent) in respect of thetransactions contemplated by this Agreement.

 

(f)                                    Legal Opinions.  TheAdministrative Agent and the Collateral Agent shall have received the followinglegal opinions dated as of the Amendment Effective Date, in form and contentsatisfactory to them, and addressed to the Administrative Agent, the CollateralAgent, each Senior Lender and each Hedge Bank:

 

(i)             The opinion of Quintanilla and Soria Abogados,Bolivian counsel to the Borrower, covering the matters specified inAppendix C hereto.

 

(ii)          The opinion of Walkers, special CaymanIslands counsel to ASM, covering the matters specified in Appendix D hereto;

 

(iii)       The opinions of Ito & Mitomi, specialJapanese counsel to Sumitomo, covering the matters specified inAppendix E-1 hereto, and of Morrison & Foerster LLP, special counselto Sumitomo, covering the matters specified in Appendix E-2 hereto; and

 

(iv)      The opinion of Davis Graham & Stubbs LLP,special New York counsel to the Borrower, covering the matters specified inAppendix F hereto.

 

11

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(g)                                 Hedge Cash Collateral. The Hedge Banks shall have advised theAdministrative Agent that ASM has deposited all cash collateral amountsrequired to be deposited under the ASM Cash Collateral Agreements.

 

**ARTICLE VIMISCELLANEOUS**

 

Section6.01.                             Expenses.The Borrower shall pay any and all out-of-pocket expenses, fees, charges,disbursements and any other costs incurred by the each Agent, each SeniorLender, each Hedge Bank (including the reasonable fees of counsel to theAdministrative Agent and to the Collateral Agent) in connection with thenegotiation, execution and delivery of this Agreement and the transactionscontemplated hereby, which costs shall be paid in full in cash promptly upondemand in accordance with Section 15.14 of the Common Security Agreement.

 

Section6.02.                             Counterparts.This Agreement may be executed in any number of counterparts and by differentparties hereto on separate counterparts, each of which shall constitute anoriginal, but all of which when taken together shall constitute one and thesame instrument. Delivery of an executed counterpart of a signature page tothis Agreement by fax shall be effective as delivery of a manually executedcounterpart of this Agreement.

 

Section6.03.                             Severability.Any provision of this Agreement held to be invalid, illegal or unenforceable inany jurisdiction shall, as to such jurisdiction, be ineffective to the extentof such invalidity, illegality or unenforceability without affecting thevalidity, legality and enforceability of the remaining provisions hereof; andthe invalidity of a particular provision in a particular jurisdiction shall notinvalidate such provision in any other jurisdiction.

 

Section 6.04.                             Governing Law. This Agreement shall be governed by andconstrued in accordance with the laws of the State of New York.

 

Section6.05.                             Headings.Article and Section headings and the Table of Contents used herein are forconvenience of reference only, are not part of this Agreement and shall notaffect the construction of, or be taken into consideration in interpreting,this Agreement.

 

Section6.06.                             Waivers;Amendment. None of the terms or provisions of this Agreement may be waived,amended, supplemented or otherwise modified without the consent of each of theparties hereto.

 

Section6.07.                             LimitedAgreement. The amendments, waivers and consents set forth in this Agreementare limited in effect, shall apply only as expressly set forth herein and shallnot constitute or be deemed to be an amendment or waiver of any other provisionof, or a consent to any action limited by, any Financing Document, each ofwhich shall remain in full force and effect and are hereby ratified andconfirmed in all respects.

 

12

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Section6.08.                             Authorizations.Each of the Senior Lenders and Hedge Banks hereby authorizes the AdministrativeAgent, the Collateral Agent and the Technical Agent to execute and deliver thisAgreement and each of the agreements in the forms attached hereto to which theyare required to be a party.

 

[The remainder of this page intentionally left blank]

 

13

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IN WITNESS WHEREOF, the parties hereto have causedthis Second Omnibus Amendment Agreement to be duly executed by their respectiveauthorized officers as of the day and year first above written.

 
|   | MINERA SAN CRISTÓBAL, S.A. |
|--------|---------------------------------|
|   | By:                             |      /s/  Gerald Malys |   |
|   |                            | Name: Gerald Malys |
|   |                            | Title: Director |
|   |                            |   |
|   |                            |   |
|   | APEX SILVER MINES LIMITED       |
|   |                            |   |
|   | By:                             |      /s/  Gerald Malys |   |
|   |                            | Name: Gerald Malys |
|   |                            | Title: Senior Vice  President |
|   |                            |   |
|   |                            |   |
|   | APEX SILVER MINES SWEDEN  AB    |
|   |                            |   |
|   | By:                             |      /s/  Donald Ratcliff |   |
|   |                            | Name: Donald Ratcliff |
|   |                            | Title: Director |

 

----

 
|   | APEX LUXEMBOURG S.A. R.L. |
|--------|---------------------------|
|   |                      |
|   | By:                       |      /s/  Donald Ratcliff |   |
|   |                      | Name:  Donald Ratcliff |
|   |                      | Title:  Manager |
|   |                      |   |
|   |                      |   |
|   | APEX SILVER FINANCE LTD.  |
|   |                      |   |
|   | By:                       |      /s/  Donald Ratcliff |   |
|   |                      | Name:  Donald Ratcliff |
|   |                      | Title:  Vice President |

 

2

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|   | APEX METALS MARKETING GmbH    |
|--------|-------------------------------|
|   |                          |
|   | By:                           |      /s/  Donald Ratcliff |   |
|   |                          | Name:  Donald Ratcliff |
|   |                          | Title:  Managing Officer |
|   |                          |   |
|   |                          |   |
|   | SUMITOMO CORPORATION          |
|   |                          |   |
|   | By:                           |      /s/  Mitsuhiko Yamada |   |
|   |                          | Name:  Mitsuhiko Yamada |
|   |                          | Title:  Executive Officer and General Manager |
|   |                          |   |
|   |                          |   |
|   | SC MINERALS AKTIEBOLAG        |
|   |                          |   |
|   | By:                           |      /s/  Mitsuhiko Yamada |   |
|   |                          | Name:  Mitsuhiko Yamada |
|   |                          | Title:  Director and Chairman of the board |
|   |                          |   |
|   |                          |   |
|   | COMERCIAL METALES BLANCOS  AB |
|   |                          |
|   | By:                           |      /s/  Akira Takeuchi |   |
|   |                          | Name:  Akira Takeuchi |
|   |                          | Title:  Director and Chairman of the board |

 

3

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|   | BNP PARIBAS        as  Administrative Agent |
|--------|--------------------------------------------------------------------------------|
|   |                                                                           |
|   | By:                                                                            |      /s/  Manoj Khatri |   |
|   |                                                                           | Name:  Manoj Khatri |
|   |                                                                           | Title:  Vice President |
|   |                                                                           |   |
|   | By:                                                                            |      /s/  Jeffrey Stufsky |   |
|   |                                                                           | Name:  Jeffrey Stufsky |
|   |                                                                           | Title:  Managing Director |
|   |                                                                           |   |
|   |                                                                           |   |
|   | BARCLAYS CAPITAL        as Technical  Agent |
|   |                                                                           |   |
|   | By:                                                                            |      /s/  Giles Taylor |   |
|   |                                                                           | Name:  Giles Taylor |
|   |                                                                           | Title:  Director |
|   |                                                                           |   |
|   |                                                                           |   |
|   | JPMORGAN CHASE BANK, N.A.,                                                     |
|   |                                                                           | as Collateral Agent |
|   |                                                                           |
|   | By:                                                                            |      /s/  Marina Nuñez |   |
|   |                                                                           | Name:  Marina Nuñez |
|   |                                                                           | Title:  Assistant Vice President |
|   |                                                                           |   |
|   | JPMORGAN CHASE BANK, N.A.,                                                     |
|   |                                                                           | as Securities Intermediary |
|   |                                                                           |
|   | By:                                                                            |      /s/  Marina Nuñez |   |
|   |                                                                           | Name:  Marina Nuñez |
|   |                                                                           | Title:  Assistant Vice President |
|        |                                                                                |  |  |  |

 

4

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|   | CORPORACIÓN ANDINA DE FOMENTO,        as a Senior  Lender |
|--------|---------------------------------------------------------------------------------------------------|
|   |                                                                                              |
|   | By:                                                                                               |      /s/  Luis Enrique Berrizbeitia |   |
|   |                                                                                              | Name:  Luis Enrique Berrizbeitia |
|   |                                                                                              | Title:  Presidente Ejecutivo Enc. |
|   |                                                                                              |   |
|   |                                                                                              |   |
|   | BARCLAYS BANK PLC,        as a Senior  Lender                  |
|   |                                                                                              |   |
|   | By:                                                                                               |      /s/  Allan Pouer |   |
|   |                                                                                              | Name:  Allan Pouer |
|   |                                                                                              | Title:  Director |
|   |                                                                                              |   |
|   |                                                                                              |   |
|   | BNP PARIBAS,         as a Senior Lender                             |
|   |                                                                                              |   |
|   | By:                                                                                               |      /s/  Manoj Khatri |   |
|   |                                                                                              | Name:  Manoj Khatri |
|   |                                                                                              | Title: Vice President |
|   |                                                                                              |
|   | By:                                                                                               |      /s/  Jeffrey Stufsky |   |
|   |                                                                                              | Name:  Jeffrey Stufsky |
|   |                                                                                              | Title:  Managing Director |
|   |                                                                                              |   |
|   | AUSTRALIA AND NEW ZEALAND  BANKING   GROUP LIMITED, as a Senior Lender                            |
|   |                                                                                              |
|   | By:                                                                                               |      /s/  John W. Wade |   |
|   |                                                                                              | Name:  John W. Wade |
|   |                                                                                              | Title:  Director |

 

5

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|   | KFW,         as a Senior Lender                       |
|--------|-------------------------------------------------------------------------------------|
|   |                                                                                |
|   | By:                                                                                 |      /s/  Josef Bellmann |   |
|   |                                                                                | Name:  Josef Bellmann |
|   |                                                                                | Title:  F.V.P. |
|   |                                                                                |
|   |                                                                                |   |
|   | By:                                                                                 |      /s/  Sylvia Tassabehgi |   |
|   |                                                                                | Name:  Sylvia Tassabehgi |
|   |                                                                                | Title:  S.P.M. |
|   |                                                                                |   |
|   |                                                                                |   |
|   | NATIXIS, New York Branch,          as a Senior Lender |
|   | By:                                                                                 |      /s/  Amit Roy |   |
|   |                                                                                | Name:  Amit Roy |
|   |                                                                                | Title:  Director |
|   |                                                                                |
|   |                                                                                |
|   | By:                                                                                 |      /s/   Pierre Audrain |   |
|   |                                                                                | Name:  Pierre Audrain |
|   |                                                                                | Title: Director |
|   |                                                                                |   |
|   |                                                                                |   |
|   | CATERPILLAR FINANCIAL  SERVICES (UK)   LTD., as a Senior Lender                     |
|   | By:                                                                                 |      /s/  Douglas Lokken |   |
|   |                                                                                | Name:  Douglas Lokken |
|   |                                                                                | Title:  Managing Director |

 

6

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|   | N M ROTHSCHILD & SONS  LIMITED,         as a Senior Lender |
|--------|---------------------------------------------------------------------------------------------------|
|   |                                                                                              |
|   | By:                                                                                               |      /s/  George Pyper |   |
|   |                                                                                              | Name:  George Pyper |
|   |                                                                                              | Title:  Director |
|   |                                                                                              |
|   |                                                                                              |   |
|   | By:                                                                                               |      /s/  Derek McCrone |   |
|   |                                                                                              | Name:  Derek McCrone |
|   |                                                                                              | Title:  Assistant Director |
|   |                                                                                              |   |
|   |                                                                                              |   |
|   | EXPORT DEVELOPMENT CANADA,         as a Senior Lender          |
|   | By:                                                                                               |      /s/  Howard Clysdale |   |
|   |                                                                                              | Name:  Howard Clysdale |
|   |                                                                                              | Title:  Portfolio Manager |
|   |                                                                                              |
|   |                                                                                              |
|   | By:                                                                                               |      /s/  Janine Dopson |   |
|   |                                                                                              | Name:  Janine Dopson |
|   |                                                                                              | Title:  Loan Asset Manager |
|   |                                                                                              |   |
|   |                                                                                              |   |
|   | FORTIS CAPITAL CORP.,         as a Senior Lender               |
|   |                                                                                              |
|   | By:                                                                                               |      /s/  Kerri L. Fox |   |
|   |                                                                                              | Name:  Kerri L. Fox |
|   |                                                                                              | Title:  Managing Director |
|   |                                                                                              |
|   |                                                                                              |
|   | By:                                                                                               |      /s/  Jaime Silver |   |
|   |                                                                                              | Name:  Jaime Silver |
|   |                                                                                              | Title:  Assistant Vice President |

 

7

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|   | NORDKAP BANK AG,         as a Senior Lender    |
|--------|-----------------------------------------------------------------------------------|
|   |                                                                              |
|   | By:                                                                               |      /s/  Kershli Rotter |   |
|   |                                                                              | Name:  Kershli Rotter |
|   |                                                                              | Title:  VP |
|   |                                                                              |
|   |                                                                              |   |
|   | By:                                                                               |      /s/  Stefan Geria |   |
|   |                                                                              | Name:  Stefan Geria |
|   |                                                                              | Title:  CIO |
|   |                                                                              |   |
|   |                                                                              |   |
|   | FIRSTRAND (IRELAND) PLC,         as a Senior Lender |
|   |                                                                              |   |
|   | By:                                                                               |      /s/  Stephen Peters |   |
|   |                                                                              | Name:  Stephen Peters |
|   |                                                                              | Title:  Authorised Signatory |
|   |                                                                              |
|   |                                                                              |
|   | By:                                                                               |      /s/  Kevin Deery |   |
|   |                                                                              | Name:  Kevin Deery |
|   |                                                                              | Title:  Authorised Signatory |

 

8

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|   | BARCLAYS BANK PLC,         as a Hedge Bank |
|--------|--------------------------------------------------------------------------|
|   |                                                                     |
|   | By:                                                                      |      /s/  Allan Pouer |   |
|   |                                                                     | Name:  Allan Pouer |
|   |                                                                     | Title:  Director |
|   |                                                                     |   |
|   |                                                                     |   |
|   | BNP PARIBAS,         as a Hedge Bank  |
|   |                                                                     |   |
|   | By:                                                                      |      /s/  Christopher Taylor |   |
|   |                                                                     | Name:  Christopher Taylor |
|   |                                                                     | Title:  Director/Derivatives Credit |
|   |                                                                     |
|   |                                                                     |   |
|   | By:                                                                      |      /s/  Claude Marcassoli |   |
|   |                                                                     | Name:  Claude Marcassoli |
|   |                                                                     | Title:  Vice President/Derivatives Credit |

 

9

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