**Exhibit 10.5**

EXECUTION VERSION

 

**OMNIBUSAMENDMENT 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 METALS GmbH,

APEX SILVER FINANCE LTD.,

APEX METALS MARKETING GmbH,

GOTLEX LAGERAKTIEBOLAG nr. 451,organizational number 556702-1083,

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 HERETOand

THE HEDGE BANKS PARTY HERETO

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Dated as of September 20, 2006

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TABLE OF CONTENTS
|                                           | ** ** | ** **                                             | ** ** | **Page** |
|-------------------------------------------|------------|--------------------------------------------------------|------------|----------|
| ARTICLE I DEFINITIONS                     |       | 2                                                      |
|                                      |       |                                                   |
| Section 1.01.                             |       | Defined Terms                                          |       | 2        |
| Section 1.02.                             |       | Interpretation                                         |       | 3        |
|                                      |       |                                                   |       |     |
| ARTICLE II REPRESENTATIONS AND WARRANTIES |       | 3                                                      |
|                                      |       |                                                   |
| Section 2.01.                             |       | Organization                                           |       | 3        |
| Section 2.02.                             |       | Authority                                              |       | 4        |
| Section 2.03.                             |       | Binding Agreements; Proper Legal Form                  |       | 4        |
| Section 2.04.                             |       | Consents and Approvals                                 |       | 4        |
| Section 2.05.                             |       | No Conflicts                                           |       | 4        |
| Section 2.06.                             |       | Ownership                                              |       | 5        |
|                                      |       |                                                   |       |     |
| ARTICLE III REORGANIZATION AMENDMENTS     |       | 6                                                      |
|                                      |       |                                                   |
| Section 3.01.                             |       | Common Security Agreement                              |       | 6        |
| Section 3.02.                             |       | Transfer Restrictions Agreement                        |       | 20       |
| Section 3.03.                             |       | Sponsor Pledge Agreement                               |       | 23       |
| Section 3.04.                             |       | Cross-Guarantee and Security Agreement                 |       | 24       |
| Section 3.05.                             |       | Hedge Guaranty                                         |       | 26       |
| Section 3.06.                             |       | Completion Agreement                                   |       | 27       |
| Section 3.07.                             |       | Project Document Guarantee (a)                         |       | 27       |
| Section 3.08.                             |       | Project Document Guarantee (b)                         |       | 28       |
|                                      |       |                                                   |       |     |
| ARTICLE IV ACQUISITION AMENDMENTS         |       | 29                                                     |
|                                      |       |                                                   |
| Section 4.01.                             |       | Consent to Acquisition                                 |       | 29       |
| Section 4.02.                             |       | Consent to Disbursement of Contingent Support  Account |       | 30       |
| Section 4.03.                             |       | Common Security Agreement                              |       | 31       |
| Section 4.04.                             |       | Transfer Restrictions Agreement                        |       | 41       |
| Section 4.05.                             |       | Sponsor Pledge Agreement                               |       | 42       |
| Section 4.06.                             |       | Completion Agreement                                   |       | 43       |
| Section 4.07.                             |       | Project Document Guarantee (a)                         |       | 46       |
| Section 4.08.                             |       | Consent to Increase in Service Fee                     |       | 47       |
| Section 4.09.                             |       | AMM Cross-Guarantee and Security Agreement             |       | 47       |
|                                      |       |                                                   |       |     |
| ARTICLE V CONDITIONS PRECEDENT            |       | 48                                                     |
|                                      |       |                                                   |
| Section 5.01.                             |       | Conditions Precedent to Reorganization                 |       | 48       |
| Section 5.02.                             |       | Conditions Precedent to Acquisition                    |       | 51       |
|                                      |       |                                                   |       |     |
| ARTICLE VI MISCELLANEOUS                  |       | 53                                                     |
|                                      |       |                                                   |
| Section 6.01.                             |       | Notices                                                |       | 53       |
| Section 6.02.                             |       | Expenses                                               |       | 53       |
| Section 6.03.                             |       | Counterparts; Integration                              |       | 53       |
| Section 6.04.                             |       | Severability                                           |       | 54       |
| Section 6.05.                             |       | Governing Law; Jurisdiction; Service of Process;  Etc. |       | 54       |

 

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| Section 6.06. |   | WAIVER OF JURY TRIAL   |   | 54 |
|---------------|--------|------------------------|--------|----|
| Section 6.07. |   | Headings               |   | 54 |
| Section 6.08. |   | Waivers; Amendment     |   | 54 |
| Section 6.09. |   | Successors and Assigns |   | 55 |
| Section 6.10. |   | Limited Agreement      |   | 55 |
| Section 6.11. |   | Authorizations         |   | 55 |

 
| APPENDIX A              | -                                 | Form of Apex Luxembourg Pledge of Silver Finance  Shares                  |
|-------------------------|-----------------------------------|---------------------------------------------------------------------------|
| APPENDIX B              |                              | Form of Apex Sweden Pledge of Apex Metals Marketing  Quotas               |
| APPENDIX C              | -                                 | Form of Apex Sweden Swiss Quota Pledge                                    |
| APPENDIX D              | -                                 | Form of Comercial Metales Blancos Swiss Quota Pledge                      |
| APPENDIX E              | -                                 | Form of Comercial Metales Blancos Pledge of Apex  Metals Marketing Quotas |
| APPENDIX F              | -                                 | Form of Apex Sweden Pledge of Comercial Metales  Blancos Shares           |
| APPENDIX G              | -                                 | Form of Apex Sweden Pledge of SC Minerals Sweden  Shares                  |
| APPENDIX H              | -                                 | Form of Apex Silver Finance Cross-Guarantee and  Security Agreement       |
| APPENDIX I              | -                                 | Form of Assignment and Assumption Agreement                               |
| APPENDIX J              | -                                 | Form of Sumitomo Completion Agreement                                     |
| APPENDIX K              | -                                 | Form of Sumitomo Transfer Restrictions Agreement                          |
| APPENDIX L              | -                                 | Form of Sumitomo Pledge and Guarantee Agreement                           |
| APPENDIX M-1            | -                                 | Form of Bolivian Opinion                                                  |
| APPENDIX M-2-A, M-2-B - | Forms of Cayman Islands  Opinions |
| APPENDIX M-3            | -                                 | Form of Swedish Opinion                                                   |
| APPENDIX M-4            | -                                 | Form of Swiss Opinion                                                     |
| APPENDIX M-5            | -                                 | Form of Borrower New York Opinion                                         |
| APPENDIX M-6            | -                                 | Form of Japanese Opinion                                                  |
| APPENDIX M-7            | -                                 | Form of Sumitomo New York Opinion                                         |
| APPENDIX M-8            | -                                 | Form of Luxembourg Opinion                                                |
| APPENDIX N-1, N-2       | -                                 | Form of Apex Luxembourg Novations                                         |
| APPENDIX O-1, O-2       | -                                 | Form of ISDA Master Agreement Schedules                                   |
| APPENDIX P-1, P-2       | -                                 | Form of Apex Silver Finance Novations                                     |
| APPENDIX Q              | -                                 | Form of Apex Metals Marketing Management and  Services Agreement          |
| APPENDIX R              | -                                 | Form of Borrower Concentrate Sales Agreement                              |
| APPENDIX S              | -                                 | Form of Amended and Restated Borrower Management  Services Agreement      |

 

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This**OMNIBUS AMENDMENT AGREEMENT** (this “Agreement”),dated as of September 20, 2006, 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 METALS GmbH**,a company with limited liability organized under the laws of Switzerland (“ApexMetals”), **APEX SILVER FINANCE LTD.**, anexempted company duly incorporated with limited liability and validly existingunder the laws of the Cayman Islands organized under the laws of the CaymanIslands (“Apex Silver Finance”), **APEX METALS MARKETING GmbH**,a company with limited liability organized under the laws of Switzerland (“ApexMetals Marketing”), **GOTLEX LAGERAKTIEBOLAG nr.451,** organizational number 556702-1083, a privat aktiebolagorganized under the laws of Sweden (“SC Minerals Sweden”), **COMERCIAL METALES BLANCOS AB**, a privataktiebolag organized under the laws of Sweden (“Comercial Metales Blancos”),**BNP PARIBAS**, a banking institution organized under the lawsof France as Administrative Agent for the Secured Parties (the “AdministrativeAgent”), **BARCLAYS CAPITAL**, a public limitedcompany organized 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”) as Securities Intermediary(the “Securities Intermediary”), the **SENIORLENDERS** party hereto and the **HEDGE BANKS**party hereto.

RECITALS

WHEREAS,the Borrower, Apex Sweden, Apex Luxembourg, Apex Metals, the AdministrativeAgent, 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 Agreement and the other Transaction Documents,the Borrower and the other parties thereto agreed, among other things, to theterms and conditions for the financing of the Project;

WHEREAS,pursuant to the letter dated August 21, 2006 from ASM to the AdministrativeAgent, ASM has requested from the Secured Parties approval to (a) reorganizethe group of ASM Affiliates involved in the Project and (b) allow Sumitomo toacquire (i) indirectly, 35% of the outstanding shares of the Borrower, (ii)indirectly, 35% of the outstanding quotas of Apex Metals Marketing (assuccessor to Apex Metals’ rights and obligations with respect to theConcentrate Sales Agreements under the Transaction Documents) and (iii)directly,  35% of the outstanding sharesof Apex Silver Finance (as successor to Apex Metals’ rights and obligationswith respect to the Mandatory Metals Hedge Agreements under the TransactionDocuments);

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WHEREAS,the Secured Parties are willing to approve such transactions upon the terms andconditions set forth herein;

NOW,THEREFORE, in consideration of the mutual agreements herein contained and othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto hereby agree as follows:

**ARTICLE IDEFINITIONS**

Section1.01.          Defined Terms. Except as otherwise defined herein,capitalized terms used in this Agreement shall have the meanings given theretoin the Common Security Agreement (including Appendix A thereto). As used inthis Agreement, the following terms have the meanings specified below:

“AcquisitionDocuments” means each of the Sumitomo Completion Agreement, the SumitomoTransfer Restrictions Agreement, the Sumitomo Pledge and Guarantee Agreement.

“AcquisitionEffective Date” has the meaning given to that term in Section 5.02.

“Assignmentand Assumption Agreement” means the Assignment and Assumption Agreementbetween Apex Metals and Apex Metals Marketing of Apex Metals’ rights andobligations under the Third Party Concentrate Sales Agreements, theCross-Guarantee and Security Agreement and the Project Document Guaranteedescribed in clause (b) of the definition of “Project Document Guarantee” inthe Common Security Agreement; substantially in the form of Appendix I hereto.

“PledgeAgreements” means (a) the Pledge Agreement of Apex Luxembourg in favor ofthe Collateral Agent in the form of Appendix A hereto of Apex Luxembourg’sright, title and interest in the Apex Silver Finance Shares; (b) the PledgeAgreement of Apex Sweden in favor of the Collateral Agent in the form ofAppendix B hereto of all of its right, title and interest in the Apex MetalsMarketing Quotas; (c) the Swiss Quota Pledge of Apex Sweden in favor of theCollateral Agent in the form of Appendix C of its right, title and interest inthe Apex Metals Marketing Quotas; (d) the Swiss Quota Pledge of ComercialMetales Blancos in favor of the Collateral Agent in the form of Appendix Dhereto of its right, title and interest in the Apex Metals Marketing Quotas;(e) the Pledge Agreement of Comercial Metales Blancos in favor of theCollateral Agent in the form of Appendix E hereto of all of its right, titleand interest in the Apex Metals Marketing Quotas; (f) the Pledge Agreement ofApex Sweden in favor of the Collateral Agent in the form of Appendix F heretoof its right, title and interest in the Comercial Metales Blancos Shares; and (g)the Pledge Agreement of Apex Sweden in favor of the Collateral Agent in theform of Appendix G hereto of its right, title and interest in the SC MineralsSweden Shares.

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“ReorganizationDocuments” means this Agreement, the Apex Silver Finance Cross-Guaranteeand Security Agreement, each Pledge Agreement, the Assignment and AssumptionAgreement, and the novation agreements entered into by each of Apex Luxembourgand Apex Silver Finance and the amended Mandatory Metals Hedge Agreements andSchedules entered into by Apex Silver Finance as contemplated by Section5.01(e) of this Agreement.

“ReorganizationEffective Date” has the meaning given to that term in Section 5.01.

“Sumitomo”means Sumitomo Corporation, a corporation incorporated under the laws of Japan.

“SumitomoCompletion Agreement” means a Sumitomo Completion Agreement among Sumitomo,the Technical Agent, the Administrative Agent and the Collateral Agentsubstantially in the form of Appendix J hereto.

“SumitomoPledge and Guarantee Agreement” means a Sumitomo Pledge and GuaranteeAgreement between Sumitomo and the Collateral Agent substantially in the formof Appendix L hereto.

“SumitomoTransfer Restrictions Agreement” means a Sumitomo Transfer RestrictionsAgreement among Sumitomo, SC Minerals Sweden, Comercial Metales Blancos, theAdministrative Agent and the Collateral Agent substantially in the form ofAppendix K hereto.

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.

**ARTICLE IIREPRESENTATIONS AND WARRANTIES**

Each of the Borrower, ASM, Apex Sweden, ApexLuxembourg, Apex Metals, Apex Silver Finance, Apex Metals Marketing, SCMinerals Sweden and Comercial Metales Blancos represents and warrants to theAdministrative Agent and the Collateral Agent for the benefit of the SecuredParties that:

Section 2.01.          Organization. It(a) is organized and validly existing and in good standing under the lawsof the jurisdiction of its incorporation; (b) has all requisiteorganizational power and authority under the laws of the jurisdiction of itsformation to own its property and to carry on its business; and (c) isduly qualified to do business in and is in good standing in all otherjurisdictions where necessary in light of the business it conducts and theproperty it owns and intends to conduct and own and in light of thetransactions contemplated by this Agreement and the other AcquisitionDocuments, Reorganization Documents, and Transaction Documents to which it is aparty, except where the failure to qualify could not reasonably be expected tohave a Material Adverse Effect.

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Section 2.02.          Authority. It has all requisite organizational powerand authority to enter into each Reorganization Document to which it is a partyand to incur and perform its obligations provided for herein and therein and togrant the Secured Parties the security interests and Liens described in theSecurity Documents to which it is a party.

Section 2.03.          Binding Agreements;Proper Legal Form.

(a)           EachReorganization Document to which it is a party which has been executed anddelivered by it on or prior to the date hereof, has been duly authorized, executedand delivered by it and constitutes its legal, valid and binding obligationenforceable in accordance with its terms, subject to bankruptcy, insolvency,fraudulent transfer, reorganization, moratorium and similar laws of generalapplicability relating to or affecting creditors’ rights and to general equityprinciples.

(b)           EachReorganization Document to which it is a party is in proper legal form underthe laws of Sweden, Switzerland, Luxembourg or the Cayman Islands, asapplicable, for the enforcement thereof against it under the laws of Sweden,Switzerland, Luxembourg and the Cayman Islands, as applicable, and if thisAgreement 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 Sweden, Switzerland, Luxembourg and the CaymanIslands, as applicable, it is not necessary that this Agreement or any otherdocument be filed or recorded with any court or other authority in Sweden,Switzerland, Luxembourg or the Cayman Islands, as applicable, or that any stampor similar tax be paid in Sweden, Switzerland, Luxembourg or the CaymanIslands, as applicable, on or in respect of this Agreement, except as specificallyprovided in the legal opinions delivered in satisfaction of the conditionsprecedent referred to in clause (e) of Section 5.02. The laws of Sweden,Switzerland, Luxembourg or the Cayman Islands do not provide for or require anyfiling, recording or registration of a security interest in any of the PledgedCollateral as a condition of obtaining priority over a creditor that hasacquired a Lien thereon or over a receiver in bankruptcy.

Section 2.04.          Consents andApprovals. All Authorizations and GovernmentApprovals which are necessary for (i) the execution and delivery by it ofthis Agreement and the other Reorganization Documents to which it is a partyand (ii) the performance of its obligations hereunder and thereunder havebeen obtained and are in full force and effect, and no other action by, and nonotice to or filing with, any Governmental Authority or other Person isrequired for such execution, delivery or performance or enforceability, exceptas specifically provided in the legal opinions delivered in satisfaction of theconditions precedent referred to in clause (e) of Section 5.02; and allfees and taxes required for the legality or enforceability of such documentshave been paid.

Section 2.05.          No Conflicts. The execution, delivery and performance byit of each of the Reorganization Documents to which it is a party and theconsummation of the

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transactionscontemplated thereby do not and will not (i) violate any provision of itsOrganizational Documents, any Authorization, any Government Rule or anyGovernment Approval applicable to it; (ii) conflict with, result in abreach of or constitute a default under any Reorganization Document or anyindenture or loan or credit agreement to which it is a party or by which it orits 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 Reorganization Documents) uponor with respect to any of the properties now owned or hereafter acquired by it.

Section 2.06.          Ownership.

(a)           Priorto execution of this Agreement, (i) ASM directly owns 100% of the issued andoutstanding share capital of Apex Luxembourg;(ii) Apex Luxembourg directly owns (A) 100%of the issued and outstanding share capital of Apex Sweden, (B) 1 share of theBorrower and (C) 0.20% of the issued and outstanding equity interests of ApexMetals; (iii) Apex Sweden directly owns 88.19% of the issued and outstandingshare capital of the Borrower and 99.80% of the issued and outstanding equityinterests of Apex Metals; and (iv) Apex Metals directly owns 11.8% of theissued and outstanding share capital of the Borrower and 100% of the issued andoutstanding share capital of the Service Company.

(b)           Asof the Reorganization Effective Date, (i) ASM directly owns 100% of the issuedand outstanding share capital of Apex Luxembourg; (ii) Apex Luxembourg directlyowns (A) 100% of the issued and outstanding share capital of Apex Sweden, (B)100% of the issued and outstanding share capital of Apex Silver Finance and (C)1 share of the Borrower; (iii) Apex Sweden directly owns (A) 64.99% of theissued and outstanding share capital of the Borrower, (B) 65% of the issued andoutstanding share capital of Apex Metals Marketing, (C) 100% of the issued andoutstanding share capital of SC Minerals Sweden and (D) 100% of the issued andoutstanding share capital of Comercial Metales Blancos; (iv) SC Minerals Swedendirectly owns 35% of the issued and outstanding share capital of the Borrower;and (v)  Comercial Metales Blancosdirectly owns 35% of the issued and outstanding share capital of Apex MetalsMarketing.

(c)           Asof the Acquisition Effective Date, (i) ASM directly owns 100% of the issued andoutstanding share capital of Apex Luxembourg; (ii) Apex Luxembourg directlyowns (A) 100% of the issued and outstanding share capital of Apex Sweden, (B)65% of the issued and outstanding share capital of Apex Silver Finance and (C)1 share in the Borrower; (iii) Apex Sweden directly owns 64.99% of the issuedand outstanding share capital of the Borrower and 65% of the issued andoutstanding share capital of Apex Metals Marketing; (iv) SC Minerals Swedendirectly owns 35% of the issued and outstanding share capital of the Borrower;(v) Comercial Metales Blancos directly owns 35% of the issued and outstandingshare capital of Apex Metals Marketing; and (vi) Sumitomo owns (A) 35% of theissued and outstanding share capital of Apex Silver Finance, (B) 100% of theissued and outstanding share capital of SC Minerals Sweden and (C) 100% of theissued and outstanding share capital of Comercial Metales Blancos.

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**ARTICLE IIIREORGANIZATION AMENDMENTS**

Subjectto the satisfaction of each of the conditions precedent specified in Section5.01 below, but effective as of Reorganization Effective Date:

Section 3.01.          Common SecurityAgreement. The provisions of theCommon Security Agreement shall be amended as follows:

(a)           ApexMetals shall be removed as a party to the Common Security Agreement andreplaced with Apex Metals Marketing and Apex Silver Finance as detailed below;

(b)           Eachof Apex Silver Finance, Apex Metals Marketing, SC Minerals Sweden and ComercialMetales Blancos shall be added as parties to the Common Security Agreement;

(c)           Section3.06 shall be amended by deleting in each place where they appear in thatsection the words “Apex Metals” and inserting in their place the words “SCMinerals Sweden”;

(d)           Section3.07 shall be amended by deleting in each place where they appear in thatsection the words “Apex Metals” and inserting in their place the words “SCMinerals Sweden”;

(e)           Section3.08(b) shall be amended by inserting after the words “Apex Metals” in thefirst line thereof the word “Marketing”;

(f)            Section3.08(c) shall be amended by deleting in the first line of that section thewords “Apex Metals” and inserting in their place the words “SC Minerals Sweden”;

(g)           Section3.12(e) shall be amended by deleting the words “Apex Metals” in the fifth linethereof and inserting in their place the word “AMM”;

(h)           theSenior Lenders and the Hedge Banks consent to the liquidation of Apex Metals,the termination of the security interests in the Apex Metals Quotas providedfor in Section 3.13, and to the deletion of Section 3.13 in its entirety;

(i)            Section3.13 shall be deleted in its entirety and replaced with the word “[Reserved.]”;

(j)            Section3.14(a)(i) shall be amended by (i) deleting the word “and” in the first linethereof and (ii) inserting after the words “Apex Metals” in the first linethereof the words “Marketing, Apex Silver Finance, SC Minerals Sweden andComercial Metales Blancos”;

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(k)           Section3.14(b) shall be amended by deleting the words “or Apex Sweden” in the ninthline thereof and inserting the words “, Apex Sweden or SC Minerals Sweden” intheir place;

(l)            Section3.14(c) shall be amended by (i) deleting the word “Neither” and replacing itwith the words “None of” and (ii) deleting the words “or Apex Metals” in thefirst line thereof and inserting the words “, Apex Metals Marketing, ApexSilver Finance, SC Minerals Sweden and Comercial Metales Blancos” in theirplace;

(m)          Section3.14(f) shall be amended by (i) deleting the word “and” in the second linethereof and (ii) inserting after the words “Apex Sweden,” in the second linethereof the words “Apex Metals Marketing, SC Minerals Sweden and ComercialMetales Blancos”;

(n)           Section3.15 shall be amended by (i) deleting all references to the term “Apex Metals”in the fifth line of clause (a) and in clause (a)(v) and replacing it with thewords “Apex Metals Marketing, SC Minerals Sweden and Comercial Metales Blancos”;(ii) deleting each reference to the term “Apex Metals Quotas” in clauses(a)(iv) and (a)(v) and replacing it with the words “Apex Metals MarketingQuotas or Apex Silver Finance Shares”; (iii) deleting each reference to theterm “Service Company Shares” in clauses (a)(iv) and (a)(v); (iv) deleting theterm “Apex Metals Subordinated Debt” in clause (a)(vi)(B) and inserting in itsplace the terms “AMM Subordinated Debt and Apex Silver Finance SubordinatedDebt”, in each case together with appropriate conforming changes; (v) deletingthe references to “Apex Metals” in clause (a)(vi)(C) and inserting in theirplace the words “Apex Metals Marketing”; (vi) deleting the word “or” in thethird line of clause (b); and (vii) inserting the words “Apex Silver Finance,Apex Metals Marketing, SC Minerals Sweden or Comercial Metales Blancos” in thethird and fifth lines of clause (b) after the words “Apex Sweden”;

(o)           Section3.17 shall be amended by deleting the term “Apex Metals” in the fourth linethereof and inserting in its place the words “Apex Metals Marketing and ApexSilver Finance”;

(p)           Section3.18 shall be amended by deleting the words “Apex Metals” each time they appearin such section and inserting in its place the words “Apex Silver Finance, ApexMetals Marketing, SC Minerals Sweden, Comercial Metales Blancos”;

(q)           Section3.19 shall be amended by (i) deleting the term “Apex Metals” each time itappears in such section and inserting in its place the words “Apex SilverFinance, Apex Metals Marketing, SC Minerals Sweden, Comercial Metales Blancos”and (ii) inserting after the term “Apex Luxembourg” in clause (f) therein thewords “Apex Silver Finance, Apex Metals Marketing, SC Minerals Sweden,Comercial Metales Blancos”, in each case with appropriate conforming changes;

(r)            Section3.20 shall be amended in its entirety to read as follows:

“3.20 *Subrogation.*ApexLuxembourg, Apex Sweden, SC Minerals Sweden and Comercial Metales Blancos shallnot exercise, and

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each of Apex Luxembourg, Apex Sweden, SC MineralsSweden and Comercial Metales Blancos hereby irrevocably defers the exercise of,any claim, right or remedy that it may now have or may hereafter acquireagainst the Borrower, Apex Metals Marketing or Apex Silver Finance arisingunder or in connection with this Agreement or any other Security Document,including, without limitation, any claim, right or remedy of subrogation,contribution, reimbursement, exoneration, indemnification or participation arisingunder contract, by applicable law or otherwise in any claim, right or remedy ofthe Collateral Agent or the other Secured Parties against the Borrower, ApexMetals Marketing, Apex Silver Finance or any other Person or any Collateralwhich the Collateral Agent or any other Secured Party may now have or mayhereafter acquire, until the indefeasible payment and satisfaction in full ofall Secured Debt Obligations. If, notwithstanding the preceding sentence, anyamount shall be paid to Apex Luxembourg, Apex Sweden, SC Minerals Sweden orComercial Metales Blancos on account of such subrogation rights at any timewhen any of the Secured Debt Obligations shall not have been paid in full, suchamount shall be held by such Person in trust for the Collateral Agent and theother Secured Parties, segregated from other funds of such Person****and be turned over to the Collateral Agent in the exactform received by such Person (duly endorsed by such Person****tothe Collateral Agent, if required), to be applied against the Secured DebtObligations, whether matured or unmatured, in accordance with the FinancingDocuments.”

(s)           Section4.01(a) shall be amended by deleting the words “and in the case of the ApexMetals Account, Apex Metals” in the first parenthetical of such section andinserting in its place the words “and in the case of the AMM Account, ApexMetals Marketing”;

(t)            Section4.01(b)(ii) shall be amended by deleting the term “*Apex MetalsAccount*” and inserting in its place the term “AMM Account”;

(u)           allother references in the Common Security Agreement (including in Sections3.12(c), 4.02(c), 4.02(d), 4.02(f), 4.02(h), 4.03, 4.04, 4.05, 4.07, 4.09(b),4.14, 5.05, 5.08 and 9.01) to the defined term “Apex Metals Account” shall bereplaced with the defined term “AMM Account”;

(v)           eachof Sections 4.01(c), 4.01(d), 4.01(e), 4.01(f), 4.01(g), 4.01(h), 4.01(i),4.02(c), 4.03, 4.04, 4.05, 4.12 and 4.14 shall be amended by deleting thedefined term “Apex Metals” each time it appears in such sections and insertingin its place the words “Apex Metals Marketing”;

(w)          Section4.02(d) shall be amended by deleting the term “Apex Metals” and inserting inits place the term “Apex Silver Finance”;

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(x)            Section4.02(h) shall be amended by (A) deleting the words “ or Apex Metals” in thefifth line thereof and inserting in its place the words “, Apex MetalsMarketing or Apex Silver Finance” and (B) deleting the words “and Apex Metals”in the penultimate clause thereof and inserting in their place the words “,Apex Metals Marketing and Apex Silver Finance”;

(y)           Section5.08 shall be amended by deleting the defined term “Apex Metals” and insertingin its place the term “Apex Metals Marketing, SC Minerals Sweden, ComercialMetales Blancos”;

(z)            Section5.08(d) shall be amended by inserting the words “, SC Minerals Sweden” afterthe term “Apex Sweden” in the second line thereof;

(aa)         Section6.03(b) shall be amended by deleting the defined term “Apex Metals Document”and inserting in its place the term “AMM Document or Apex Silver Finance Document”;

(bb)         Section7.01(a)(ii) shall be amended by deleting the defined term “Apex Metals” in thesecond line thereof and inserting in its place the words “SC Minerals Sweden”;

(cc)         Section8.16 shall be amended by (i) deleting the defined term “Apex Metals” in thesecond line thereof and inserting in its place the term “Apex Metals Marketing”;and (ii) inserting the word “Borrower” before the term “Concentrate SalesAgreement”;

(dd)         Section8.19(b) shall be amended by deleting the words “Each of the Borrower, ApexLuxembourg and Apex Sweden” each time they appear in the section and in eachcase inserting in their place the words “The Borrower and each SubordinatedLender”;

(ee)         Section8.22 shall be revised by inserting after the words “Apex Sweden” in the fourthline thereof the words “and SC Minerals Sweden”;

(ff)           Section8.30 shall be amended by deleting the defined term “Apex Metals” in the firstline thereof and inserting in its place the words “Apex Metals Marketing, ApexSilver Finance, SC Minerals Sweden, Comercial Metales Blancos”;

(gg)         Section9.01(d) shall be amended by inserting after the word “Metals” in the secondline thereof the word “Marketing”;

(hh)         Section10.01(h) shall be amended in its entirety to read as follows:

“(h)         *Default under or Terminationof a Cross-Guarantee and Security Agreements*. (i) A CGSA Default shall have occurred and be continuing;(ii) a Cross-Guarantee andSecurity Agreement**shallbe terminated; (iii) a Cross-Guarantee and Security Agreement**shallhave been declared in a final order of a court to be unenforceable against Apex

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Metals Marketing or Apex Silver Finance;(iv) either Apex Metals Marketing or Apex Silver Finance shall haverepudiated its obligations under the Cross-Guarantee and Security Agreement to which it is a party; or (v) a defaultshall have occurred under the Assignment and Assumption Agreement or any PledgeAgreement;”

(ii)           Section10.01(o)(iii) shall be deleted in its entirety;

(jj)           Section10.01(u) shall be amended by (i) inserting after the word “Borrower” in clause(ii) the words “Apex Metals Marketing” and (ii) deleting the defined term “ApexMetals” and inserting in its place the term “Apex Silver Finance”;

(kk)         Sections10.01(y) shall be amended by deleting the defined term “Apex Metals” and insertingin its place the words “Apex Silver Finance, Apex Metals Marketing”;

(ll)           Section10.01(aa) shall be amended by deleting the defined term “Apex Metals” each timeit appears in such section and inserting in its place the words “SC MineralsSweden”, with appropriate conforming changes;

(mm)       Section10.01(bb) shall be amended by deleting the defined term “Apex Metals” andinserting in its place the words “Apex Metals Marketing”;

(nn)         Section10.01(cc) shall be amended by deleting the defined term “Cross-Guarantee andSecurity Agreement” and inserting in its place the defined term “Apex SilverFinance Cross-Guarantee and Security Agreement”;

(oo)         Section10.01(ee) shall be amended in its entirety to read as follows:

“(ee)       *Change in Control.*Subject to the provisions of the TransferRestrictions Agreement:

(i)            (A) Prior toCompletion, the Sponsor shall cease to own directly 100% of the issued andoutstanding Apex Luxembourg Shares, (B) at any time after Completion, theSponsor shall cease to own directly at least 51% of the issued and outstandingApex Luxembourg Shares or (C) at any time, the Sponsor shall cease toControl the Borrower, Apex Metals Marketing or Apex Silver Finance directly orindirectly;

(ii)           (A) ApexLuxembourg shall cease to own directly 100% of the issued and outstanding ApexSweden Shares, 100% of the Apex Silver Finance Shares and at least one share inthe Borrower or (B) Apex Luxembourg shall cease to Control Apex Sweden orApex Silver Finance directly or indirectly at any time;

(iii)          (A) Apex Sweden shall cease to own directly64.99% of the issued and outstanding Borrower Shares, 65% of the issued andoutstanding Apex Metals Marketing Quotas, 100% of the SC Minerals

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Sweden Shares and 100% ofthe Comercial Metales Blancos Shares, or (B) Apex Sweden shall cease to Control the Borrower directly orindirectly at any time; or

(iv)          (A)SC Minerals Sweden shall cease to own directly 35% of the issued andoutstanding Borrower Shares or (B) Comercial Metales Blancos shall cease to owndirectly 35% of the issued and outstanding Apex Metals Marketing Quotas.

(pp)         Section13.05 shall be amended by inserting after the words “Apex Metals” in the lastline thereof the words “Marketing or Apex Silver Finance”;

(qq)         Section13.14 shall be amended by inserting after the words “Apex Metals” each timethey appear in such section the words “Marketing or Apex Silver Finance”;

(rr)           Section14.10 shall be amended by inserting after the words “Apex Metals” each timethey appear in such section the words “Marketing, Apex Silver Finance, SCMinerals Sweden, Comercial Metales Blancos,”;

(ss)         Section15.01 shall be amended by deleting the words “Apex Metals Shares” in clause (d)thereof and replacing them with the words “Apex Silver Finance Shares”);

(tt)           Section15.08 shall be amended by (i) deleting lines three and four or clause (ii)thereof and replacing them with the words “c/o Anders Skoldberg, Ernst &Young AB, 401 82 Göteborg”; (ii) deleting clause (iv) thereof and (iii)inserting the following clauses:

(iv)          If toApex Metals Marketing, to it at:

Apex Metals Marketing GmbH

c/o Juris Treuhand AG

Industriestrasse AG

CH-6304, Zug 

Switzerland

Tel:         (303)839-5060

(888)696-2739

Fax:         (303)839-5097

with a copy to:

Apex Silver Mines Corporation

1700 Lincoln Street, Suite 3050

Denver, CO 80203

Tel:         (303)839-5060

(888)696-2739

Fax:         (303)839-5097

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(v)                                 If to Apex Silver Finance, to it at:

Apex Silver Finance Ltd.

c/o Walkers SPV Limited

Walker House

Mary Street, P.O. Box 908GT

George Town, Grand Cayman

B.W.I.

Tel:         (303)839-5060

(888)696-2739

Fax:         (303)839-5097

with a copy to:

Apex Silver Mines Corporation

1700 Lincoln Street, Suite 3050

Denver, CO 80203

Tel:         (303)839-5060

(888)696-2739

Fax:         (303)839-5097;

(vi)                              If to SC Minerals Sweden, to it at:

Gotlex Lageraktiebolag nr. 451, organizational number 556702-1083c/o Wistrand Advokatbyra

Lilla Bommen 1S-411 04 Göteborg

Sweden

Tel:         (303) 839-5060Fax:         (303) 839-5907

Attn:       Director

with a copy to:

Apex Silver Mines Corporation

1700 Lincoln Street, Suite 3050

Denver, CO 80203

Tel:         (303)839-5060

(888)696-2739

Fax:         (303)839-5097;

(vii)                           If to Comercial Metales Blancos, to it at:

Comercial Metales Blancos ABc/o Anders Skoldberg, Ernst & Young AB401 82 GöteborgSwedenTel:         (303) 839-5060Fax:         (303) 839-5907Attn:       Director

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with a copy to:

Apex Silver Mines Corporation1700 Lincoln Street, Suite 3050Denver, CO 80203

Tel:         (303)839-5060

(888)696-2739

Fax:         (303)839-5097;

(uu)         Section15.18 shall be amended by deleting the defined term “Apex Metals” each time itappears in such section and inserting in its place the words “Apex MetalsMarketing, Apex Silver Finance, SC Minerals Sweden and Comercial MetalesBlancos”, with appropriate conforming changes;

(vv)         thedefinition of “*Affiliated Obligors*” in AppendixA thereto shall be amended in its entirety to read as follows: ““*Affiliated Obligors*” means, collectively, the Borrower, theSponsor, Apex Luxembourg, Apex Sweden, Apex Silver Finance, Apex MetalsMarketing, Comercial Metales Blancos and SC Minerals Sweden.”

(ww)       the definitionsof each of “*Apex Metals*”, “*Apex MetalsAccount*”, “*Apex Metals Documents*”,“*Apex Metals Quotas*”, “*Apex Metals Subordinated Debt*”, “*Apex MetalsSubordinated Lender*”, “*Apex Metals SubordinatedNotes*” and “*Apex Metals SubordinationAgreement*” shall be deleted in its entirety;

(xx)          thedefinition of “*Apex Metals Management and ServicesAgreement*” in Appendix A thereto shall be amended by (i) deletingthe words “dated December 1, 2005” and inserting in their place the words “inthe form of Appendix Q to the Omnibus Amendment Agreement” and (ii) replacingthe words “between Apex Metals” with “among Apex Metals Marketing, Apex SilverFinance”;

(yy)         thedefinition of “*Apex Metals Net Payment Amount*”in Appendix A thereto shall be amended by deleting the term “Apex Metals” eachtime it appears in such definition and inserting in its place the term “ApexSilver Finance”;

(zz)          thedefinition of “*Apex Metals Obligations*” inAppendix A thereto shall be amended by deleting the defined term “Apex Metals”in the first line thereof and inserting in its place the term “Apex SilverFinance”.

(aaa)       thedefinition of “*Borrower Concentrate Sales Agreement*”in Appendix A thereto shall be amended by (i) deleting the words “datedDecember 1, 2005” and inserting in their place the words “in the form ofAppendix R to the Omnibus Amendment Agreement”; and (ii) inserting after thewords “Apex Metals” in the second line thereof the word “Marketing”;

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(bbb)      thedefinition of “*CGSA Default*” in Appendix Athereto shall be amended by deleting the word “the” immediately before thewords “Cross-Guarantee and Security Agreement” and inserting in its place theword “either”;

(ccc)       thedefinition of “*CGSA Secured Obligations*” inAppendix A thereto shall be amended by deleting the word “the” immediatelybefore the words “Cross-Guarantee and Security Agreement” and inserting in itsplace the word “either”;

(ddd)      thedefinition of “*Concentrate Sales Guarantee*” inAppendix A thereto shall be amended by deleting the words “Apex Metals’” andinserting the words “Apex Metals Marketing’s”;

(eee)       thedefinition of “*Contingent Support Contribution*”in Appendix A thereto shall be amended by deleting the term “Apex MetalsAccount” in the second line thereof and inserting in its place the term “AMMAccount”;

(fff)         thedefinition of “*Cross-Guarantee and Security Agreement*”in Appendix A thereto shall be amended in its entirety to read “each of (a) theAMM Cross-Guarantee and Security Agreement; and (b) the Apex Silver FinanceCross-Guarantee and Security Agreement”;

(ggg)      thedefinition of “*Financing Documents*” in AppendixA thereto shall be amended in its entirety to read as follows: ““*Financing Documents*” means the Security Documents, theCompletion Agreement, the Transfer Restrictions Agreement, the Hedge Guaranty,each Senior Loan Agreement, each Note, each PRI Policy, the Fee Letters andeach Reorganization Document.”

(hhh)      thedefinition of “*Guaranteed Apex Metals Early TerminationAmount*” in Appendix A thereto shall be amended by deleting the term “ApexMetals” each time it appears in such definition and inserting in its place theterm “Apex Silver Finance”;

(iii)          thedefinition of “*Historical Debt Service Coverage Ratio*”in Appendix A thereto shall be amended by deleting the term “Apex Metals” inthe third line thereof and inserting in its place the words “Apex MetalsMarketing and Apex Silver Finance”;

(jjj)          thedefinition of “*Intercompany Debt*” in Appendix Athereto shall be amended by (i) deleting the words “and Apex MetalsSubordinated Debt” and inserting in their place the words “, AMM SubordinatedDebt, Apex Silver Finance Subordinated Debt, SC Minerals Sweden Debt andComercial Metales Blancos Debt” and (ii) deleting the words “Service CompanyDebt”;

(kkk)       thedefinition of “*Intercompany Lender*” in AppendixA thereto shall be amended by deleting the words “Apex Metals SubordinatedLender and Service Company Lender” and inserting in their place the words “AMMSubordinated Lender, Apex Silver Finance Subordinated Lender, SC MineralsSweden Subordinated Lender, Comercial Metales Blancos Subordinated Lender”;

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(lll)          thedefinition of “*Intercompany Note*” in Appendix Athereto shall be amended by deleting the words “Apex Metals Subordinated Noteand Service Company Note” and inserting in their place the words “AMM Note,Apex Silver Finance Note, SC Minerals Sweden Note, Comercial Metales BlancosNote”;

(mmm)    thedefinition of “*Liquidity Accounts*” in Appendix Athereto shall be amended by deleting the term “Apex Metals Account” andinserting in its place the words “AMM Account”;

(nnn)      thedefinition of “*Mandatory Metals Hedge Agreements*”in Appendix A thereto shall be amended by replacing “Apex Metals” with “ApexSilver Finance”;

(ooo)      thedefinition of “*Metals Hedge Transactions*” inAppendix A thereto shall be amended by deleting the words “Apex Metals” in theparenthetical and inserting in their place the words “Apex Silver Finance”;

(ppp)      thedefinition of “*Operating Costs*” in Appendix Athereto shall be amended by deleting the words “or Apex Metals” in the thirdline thereof and inserting in its place the words “, Apex Metals Marketing orApex Silver Finance”;

(qqq)      thedefinition of “*Project Document Guarantees*” inAppendix A thereto shall be amended by (i) deleting the words “and theCollateral Agent” in clause (a) thereof, (ii) deleting the words “and theService Company’s obligations under the Borrower Management and ServicesAgreement” in clause (a) thereof, (iii) inserting after the words “ServicesAgreement” in the last line of clause (b) thereof the words “ and the ServiceCompany’s obligations under the Borrower Management and Services Agreement” and(iv) inserting after the words “Apex Metals” in each of clauses (a) and (b)thereof the word “Marketing”;

(rrr)         thedefinition of “*Project Funds*” in Appendix Athereto shall be amended by:

(i)            deletingthe term “Apex Metals” in clauses (a) and (j) thereof and inserting in itsplace the words “Apex Metals Marketing and Apex Silver Finance”; and

(ii)           deletingthe term “Apex Metals” in clause (i) thereof and inserting in its place thewords “Apex Silver Finance”;

(sss)       thedefinition of “*Replacement Mandatory Metals HedgeTransactions*” in Appendix A thereto shall be amended by deleting thewords “Apex Metals” in the second line thereof and inserting in its place thewords “Apex Silver Finance”;

(ttt)         thedefinition of “*Security Documents*” in Appendix Athereto shall be amended by inserting after the words “Apex Metals” in theseventh line the word “Marketing” and by inserting after the word “Agreement”in the last line the words “or the Omnibus Amendment Agreement”;

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(uuu)      thedefinitions of each of “*Service Company Debt*”,“*Service Company Lender*”, “*Service Company Note*” and “*ServiceCompany Shares*” shall be deleted in its entirety;

(vvv)      thedefinition of “*Service Fee*” shall be deleted bydeleting the words “Apex Metals” in clause (b) thereof and inserting in theirplace the words “Apex Metals Marketing”;

(www)    thedefinition of “*Shareholder Debt*” shall beamended by adding after the term “Apex Sweden” the words “, SC Minerals Swedenor Comercial Metales Blancos”;

(xxx)        thedefinition of “*Spot Sales Agreement*” in AppendixA thereto shall be amended by deleting the term “Apex Metals” in the third linethereof and inserting in its place the words “Apex Metals Marketing”;

(yyy)      thedefinition of “*Subordinated Lender*”in Appendix A thereto shall be amended by inserting after the words “ApexMetals” the word “Marketing” and by inserting after the words “Apex Luxembourg”the words “Apex Silver Finance, SC Minerals Sweden, Comercial Metales Blancos”;

(zzz)        thedefinition of “*Third Party Concentrate Sales Agreement*”in Appendix A thereto shall be amended by deleting the term “Apex Metals” eachtime it appears in such definition and inserting in its place the term “ApexMetals Marketing”;

(aaaa)     thefollowing additional defined terms shall be inserted in Appendix A thereto:

“*AMM Account*”has the meaning assigned to such term in Section 4.01(b)(ii).

“*AMM Collateral*”has the meaning assigned to such term in the initial paragraph of Section 4 ofthe AMM Cross-Guarantee and Security Agreement.

“*AMMCross-Guarantee and Security Agreement*” means the Cross-Guaranteeand Security Agreement executed by Apex Metals Marketing in favor of theCollateral Agent for the benefit of the Secured Parties;

“*AMM Documents*”means this Agreement, the Transfer Restrictions Agreement, the Apex MetalsManagement and Services Agreement, each Third Party Concentrate SalesAgreement, the Borrower Concentrate Sales Agreement, the AMM Cross-Guarantee andSecurity Agreement and the Project Document Guarantee described in clause (b)of the definitions thereof.

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“*AMM Subordinated Debt*”means unsecured Indebtedness (including capitalized interest) of Apex MetalsMarketing, whether currently outstanding or hereinafter created, ranking inpayment and upon liquidation junior to the Secured Debt in accordance with thesubordination terms attached as Appendix A-2 to the Transfer RestrictionsAgreement, which is assigned and pledged as security for the Secured DebtObligations pursuant to a Security Document. No such indebtedness of ApexMetals Marketing shall constitute AMM Subordinated Debt until such time as athe holder thereof assumes in writing, either pursuant to the terms of aFinancing Document or otherwise, all of the obligations applicable to an AMMSubordinated Lender under and in accordance with this Agreement and the AMMSubordination Agreement.

“*AMM Note*” meansany promissory notes or other instruments of Apex Metals Marketing evidencingAMM Subordinated Debt.

“*AMM Subordinated Lender*”means any holder of AMM Subordinated Debt so long as it continues to hold suchAMM Subordinated Debt.

“*AMM SubordinationAgreement*” has the meaning set forth in Section 5.06(b) of the AMMCross-Guarantee and Security Agreement.

“*Apex Metals Marketing*”means Apex Metals Marketing GmbH, a company with limited liability organizedunder the laws of Switzerland.

“*Apex Metals MarketingQuotas*” means the quotas of Apex Metals Marketing.

“*Apex Silver Finance*”means Apex Silver Finance Ltd., an exempted company with limited liabilityorganized under the laws of the Cayman Islands.

“*Apex SilverFinance Cross-Guarantee and Security Agreement*” means theCross-Guarantee and Security Agreement executed by Apex Silver Finance in favorof the Collateral Agent for the benefit of the Secured Parties.

“*Apex Silver FinanceDocuments*” means this Agreement, the Transfer RestrictionsAgreement, the Apex Silver Finance Cross-Guarantee and Security Agreement, eachMandatory Metals Hedge Agreement and the Apex Metals Management and ServicesAgreement.

“*Apex Silver Finance Note*”means any promissory notes or other instruments of Apex Silver Financeevidencing Apex Silver Finance Subordinated Debt.

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“*Apex Silver Finance Shares*”means the shares of Apex Silver Finance.

“*Apex Silver FinanceSubordinated Debt*” means unsecured Indebtedness (includingcapitalized interest) of Apex Silver Finance, whether currently outstanding orhereinafter created, ranking in payment and upon liquidation junior to the SecuredDebt in accordance with the subordination terms attached as Appendix A-2 to theTransfer Restrictions Agreement, which is assigned and pledged as security forthe Secured Debt Obligations pursuant to a Security Document. No suchindebtedness of Apex Silver Finance shall constitute Apex Silver FinanceSubordinated Debt until such time as the holder thereof assumes in writing,either pursuant to the terms of a Financing Document or otherwise, all of theobligations applicable to a Apex Silver Finance Subordinated Lender under andin accordance with this Agreement and the Apex Silver Finance SubordinationAgreement.

“*Apex Silver FinanceSubordinated Lender*” means any holder of Apex Silver FinanceSubordinated Debt so long as it continues to hold such Apex Silver FinanceSubordinated Debt.

“*Apex Silver FinanceSubordination Agreement*” has the meaning set forth in Section5.06(b) of the Cross-Guarantee and Security Agreement.

“*Assignment and AssumptionAgreement*” has the meaning assigned thereto in the Omnibus AmendmentAgreement.

“*Comercial Metales Blancos*”means Comercial Metales Blancos AB, a *privat aktiebolag*organized under the laws of Sweden.

“*Comercial Metales BlancosDebt*” means unsecured Indebtedness (including capitalized interest)of Comercial Metales Blancos, whether currently outstanding or hereinaftercreated, which is assigned and pledged as security for the Secured DebtObligations pursuant to a Security Document.

“*Comercial Metales BlancosNote*” means any promissory notes or other instruments of ComercialMetales Blancos evidencing Comercial Metales Blancos Debt.

“*Comercial Metales BlancosShares*” means the shares of Comercial Metales Blancos.

“*Comercial Metales BlancosSubordinated Lender*” means any holder of Comercial Metales BlancosDebt so long as it continues to hold such Comercial Metales Blancos Debt.

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“*Omnibus AmendmentAgreement*” means the Omnibus Amendment Agreement dated as ofSeptember 20, 2006 among the parties hereto.

“*Pledge Agreements*”has the meaning assigned thereto in the Omnibus Amendment Agreement.

“*SC Minerals Sweden*”means Gotlex Lageraktiebolag nr. 451, organizational number 556702-1083, a *privat aktiebolag* organized under the laws of Sweden.

“*SC Minerals Sweden Debt*”means unsecured Indebtedness (including capitalized interest) of SC MineralsSweden, whether currently outstanding or hereinafter created, which is assignedand pledged as security for the Secured Debt Obligations pursuant to a SecurityDocument.

“*SC Minerals Sweden Note*”means any promissory notes or other instruments of SC Minerals Swedenevidencing SC Minerals Sweden Debt.

“*SC Minerals Sweden Shares*”means the shares of SC Minerals Sweden.

“*SC Minerals SwedenSubordinated Lender*” means any holder of SC Minerals Sweden Debt solong as it continues to hold such SC Minerals Sweden Debt.

(bbbb)    Thefollowing defined terms shall be replaced as indicated wherever they appear inthe Common Security Agreement:

“*Apex MetalsManagement and Services Agreement*” shall be replaced with “*Apex Metals Marketing Management and ServicesAgreement*”;

“*Apex Metals NetPayment Amount*” shall be replaced with “*Apex Silver Finance Net Payment Amount*”;

“*Apex Metals Obligations*”shall be replaced with “*Apex Silver FinanceObligations*”;

“*Cash FlowPrepayments*” shall be replaced with “*Cash Sweep Prepayments*”;

“*EligibleGuaranteed Apex Metals Amount*” shall be replaced with “*Eligible Guaranteed Apex Silver Finance Amount*”;

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“*Guaranteed ApexMetals Early Termination Amounts*” shall be replaced with “*Guaranteed Apex Silver Finance Early TerminationAmounts*”;

“*Guaranteed ApexMetals Net Payment Amounts*” shall be replaced with “*Guaranteed Apex Silver Finance Net Payment Amounts*”;

“*Guaranteed ApexMetals Obligations*” shall be replaced with “*Guaranteed Apex Silver Finance Obligations*”;

Section 3.02.          Transfer RestrictionsAgreement. The provisions of theTransfer Restrictions Agreement shall be amended as follows:

(a)           ApexMetals shall be removed as a party to the Transfer Restrictions Agreement;

(b)           recital“C” shall be amended by deleting the words “one quota of Apex Metals in theamount of 1,000 Swiss Francs” in the second line thereof and inserting in theirplace the words “100% of the outstanding share capital of Apex Silver Finance”;

(c)           recital“D” shall be amended by deleting the text in its entirety and inserting in itsplace the words “Apex Sweden directly owns 64.99% of the outstanding sharecapital of the Borrower, 65% of the outstanding share capital of Apex MetalsMarketing, 100% of the outstanding share capital of SC Minerals Sweden and 100%of the outstanding share capital of Comercial Metales Blancos.”;

(d)           recital“E” shall be deleted in its entirety and replaced with the word “[Reserved.]”;

(e)           recital“F” shall be amended by (i) replacing the comma after the words “Apex Sweden”in the first lien thereof with the word “and”, (ii) deleting the words “andApex Metals” from the first line thereof and (iii) replacing the word “Metals”in the last line thereof with the words “Silver Finance”;

(f)            thedefinition of “*Apex Metals Subordination Conditions*”shall be deleted in its entirety.

(g)           thedefinition of “*Shareholder Party*” shall beamended by deleting the words “and Apex Metals”, with appropriate conformingchanges;

(h)           thefollowing additional definitions shall be inserted in Section 1.01:

“*AMM SubordinationConditions*” shall mean subordination conditions of Apex MetalsMarketing substantially in the form of Appendix A-2 hereto.

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“*Apex Silver FinanceSubordination Conditions*” shall mean subordination conditions ofApex Silver Finance substantially in the form of Appendix A-2 hereto.”;

(i)            Section2.01(a)(ii) shall be amended by deleting the words “Apex Metals” in clause (B)thereof and inserting in its place the words “Apex Silver Finance”;

(j)            Section2.01(a)(iii) shall be amended by deleting the words “Apex Metals, or (C)” inclause (B) thereof and inserting in its place the words “Apex Metals Marketing,(C) any Interest in SC Minerals Sweden, (D) any Interest in Comercial MetalesBlancos, or (E)”;

(k)           Section2.01(a)(iv) shall be amended in its entirety to read “the Sponsor shall notpermit (A) SC Minerals Sweden to transfer any Interest in the Borrower or (B)Comercial Metales Blancos to transfer any Interest in Apex Metals Marketing”;

(l)            Section2.01(b) shall be amended in its entirety to read as follows:

“(b)         Priorto Completion, except for the grant of security interests to the CollateralAgent for the benefit of the Secured Parties pursuant to the Security Documents(or the exercise by the Collateral Agent of remedies thereunder), no Transferto any Permitted Affiliated Assignee referred to in clause (a) above shall bemade without the prior written consent of the Majority Secured Parties.”

(m)          thelast paragraph of Section 2.01 shall be amended by deleting the words “ApexMetals” in the third line thereof and inserting in its place the words “ApexMetals Marketing, Apex Silver Finance, SC Minerals Sweden and Comercial MetalesBlancos”;

(n)           Section2.02 shall be amended by:

(i)            deletingthe words “Apex Metals” each time they appear in each of clauses (b), (e)(ii),(A)(2), A(3) and (A)(8)  thereof andinserting in its place the words “Apex Metals Marketing”;

(ii)           deletingin each of clauses (c) and (e)(iii) the words “the Service Company” andinserting in its place the words “Apex Silver Finance”;

(iii)          deletingthe term “Apex Metals Subordinated Debt” each time its appears in section(A)(5) and inserting in its place “AMM Subordinated Debt”;

(iv)          deletingimmediately before clause (A)(8) the word “and” inserting after the end ofclause (A)(8) the following additional clause: “(9) Interests in Apex SilverFinance representing greater than 50% of the total outstanding Interest in ApexSilver Finance; and (10) Apex Silver Finance Subordinated Debt representinggreater than 50% of the total outstanding Apex Silver Finance Subordinated Debt”;

(v)           deleting clause (C) inits entirety;

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(o)           Section2.04(a) shall be amended by deleting the words “Apex Metals, the ServiceCompany” in the second line thereof and inserting in their place the words “ApexMetals Marketing and Apex Silver Finance”;

(p)           Section2.04(b) shall be amended by (A) deleting the words “Apex Metals SubordinatedDebt” each time they appear in the section and inserting in their place thewords “AMM Subordinated Debt, Apex Silver Finance Subordinated Debt”, includingappropriate conforming changes and (B) deleting the term “Apex MetalsSubordination Conditions in the penultimate line thereof and inserting in itsplace the words “AMM Subordination Conditions or Apex Silver FinanceSubordination Conditions”;

(q)           Section3.02(b) shall be amended in its entirety to read “each of its representationsand warranties set forth in Section 2.06(b) of the Omnibus Amendment Agreementis true and correct on and as of the date hereof.”;

(r)            Section3.02(k) shall be amended by inserting before the words “fully perfected” in thesixth line thereof the words “upon making all of the appropriate registrationsand filings,”;

(s)           Section3.03 shall be deleted in its entirety;

(t)            Section3.04(c) shall be amended in its entirety to read “The Sponsor agrees to bebound by the terms of each of the AMM Subordination Conditions and the ApexSilver Finance Subordination Conditions with respect to all amounts owing to itfrom Apex Metals Marketing or Apex Silver Finance.”;

(u)           Section3.05 shall be amended by (i) deleting the references to “Apex Metals” each timeit appears in clauses (c), (f), (g) and (h) thereof and inserting in its placethe words “Apex Silver Finance”, (ii) deleting all other references to theterms “Apex Metals” each time it appears in such section and deleting allreferences to “Apex Metals Organizational Documents” each time it appears insuch section, with appropriate conforming changes and (iii) deleting thereference to “the Service Company” in clause (h) thereof;

(v)           Section3.06 shall be amended by (i) deleting all references to the terms “Apex Metals”each time it appears in such section and inserting in its place the term “ApexMetals Marketing” and (ii) deleting all references to the term “Apex MetalsOrganizational Documents” each time it appears in such section, with appropriateconforming changes;

(w)          Section3.07 of the Transfer Restrictions Agreement is deleted in its entirety.

(x)            Section4.01(iii) shall be amended by inserting after the parenthetical therein thewords “or under Section 4.01 of the Pledge Agreement of Apex Luxembourg of itsright, title and interest in the Apex Silver Finance Shares;

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(y)           Section4.01(v) shall be amended by inserting after the parenthetical therein the words“or under or under Section 4.01 of (A) the Pledge Agreement of Apex Sweden ofits right, title and interest in the Apex Metals Marketing Quotas, (B) thePledge Agreement of Apex Sweden of its right, title and interest in ComercialMetales Blancos Shares or (C) the Pledge Agreement of Apex Sweden of its right,title and interest in SC Minerals Sweden Shares”;

(z)            Section4.01(b)(vii) shall be amended by deleting the words “or Section 7.07 hereof”;

(aa)         thelast paragraph of Section 5.05 shall be amended by deleting the words “or ApexMetals” in the second line thereof;

(bb)         ExhibitA-1 thereto shall be amended by (i) inserting the word “Marketing” after thewords “Apex Metals” in the definitions of “Affiliate Permitted Obligations” and“Subordinated Obligations” and (ii) inserting after the words “Apex Sweden” inthe definition of “Subordinated Obligations” the words “, Apex Silver Finance,SC Minerals Sweden”; and

(cc)         ExhibitA-2 thereto shall be amended by deleting the term “Apex Metals” each time itappears in such exhibit and inserting in its place the words “[Apex MetalsMarketing/Apex Silver Finance]”, with appropriate conforming changes.

Section3.03.          SponsorPledge Agreement. The provisions ofthe Sponsor Pledge Agreement shall be amended as follows:

(a)           recital“B” shall be amended by deleting the words “Apex Metals GmbH (“*Apex Metals*”) in the first line thereof and inserting in itsplace the words “Apex Silver Finance Ltd. (“*Apex Silver Finance*”)and deleting the words “Apex Metals” in the third line thereof and inserting inits place the words “Apex Silver Finance”;

(b)           recital“C” shall be amended by deleting the words “quotas of Apex Metals” in thefourth line thereof and inserting in their place the words “shares of ApexSilver Finance”;

(c)           thedefinition of “Restricted Subsidiary” in the Sponsor Pledge Agreement shall beamended by adding after the words “the Borrower” in the second line thereof thewords “, Apex Metals Marketing and Apex Silver Finance”;

(d)           Section3.02(a) shall be amended by deleting the words “or the Service Company, as thecase may be”;

(e)           Section3.02(c) shall be amended by deleting the term “Apex Metals Account” in thesixth line thereof and inserting in its place the words “AMM Account”; and

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(f)            Section4.12 shall be amended by deleting the words “Apex Metals” in the fifth linethereof and inserting in its place the words “Apex Silver Finance”.

Section 3.04.          Cross-Guarantee andSecurity Agreement. The provisionsof the Cross-Guarantee and Security Agreement shall be amended as follows:

(a)           ApexMetals shall be removed as a party to the Cross-Guarantee and SecurityAgreement;

(b)           ApexMetals Marketing shall be the guarantor under the Cross-Guarantee and SecurityAgreement, with appropriate conforming changes to the introductory paragraphthereof, including the definition of “Guarantor”;

(c)           thedefined term “Apex Metals Collateral” shall be deleted each time it appears inthe agreement (including Section 3.06 and the introductory paragraph of Section4) and replaced in each instance with the term “AMM Collateral”.

(d)           thedefined term “Apex Metals Documents” shall be deleted each time it appears inthe agreement (including Sections 3.01, 3.02, 3.03, 3.04 and 3.05) and replacedin each case with the term “AMM Documents”, with appropriate conformingchanges;

(e)           thedefined term “Apex Metals Management and Services Agreement” shall be deletedeach time it appears in the agreement and replaced in each case with the term “ApexMetals Marketing Management and Services Agreement”;

(f)            thedefined term “Apex Metals Subordinated Debt” shall be deleted each time it appearsin the agreement (including Section 3.14) and replaced in each instance withthe term “AMM Subordinated Debt”;

(g)           thedefined term “Apex Metals Subordinated Lender” shall be deleted each time itappears in the agreement and replaced in each instance with the term “AMMSubordinated Lender”;

(h)           thedefined term “Apex Metals Subordinated Note” shall be deleted each time itappears in the agreement and replaced in each instance with the term “AMMSubordinated Note”;

(i)            thedefined term “Apex Metals Subordination Agreement” shall be deleted each timeit appears in the agreement and replaced in each instance with the term “AMMSubordination Agreement;

(j)            thedefined term “CGSA Secured Obligations” shall be amended by deleting clause (b)thereof;

(k)           thefollowing additional definition shall be inserted in Section 1.03:

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“Comercial Metales Blancos” means ComercialMetales Blancos AB, a *privat aktiebolag*organized under the laws of Sweden;

(l)            thedefinition of “Quarterly Hedge Report” in Section 1.03 shall be deleted in itsentirety;

(m)          theintroductory paragraph of Section 4 shall be amended by deleting the term “ApexMetals Collateral” and inserting in its place the words “AMM Collateral”;

(n)           Section4.01 shall be deleted in its entirety;

(o)           theSenior Lenders and the Hedge Banks consent to the removal of the ServiceCompany from the security package, the termination of the security interests inthe Service Company Shares provided for in Section 4.03 and to the deletion ofSection 4.03 in its entirety;

(p)           the Senior Lendersand the Hedge Banks consent to the liquidation of Apex Metals pursuant toSection 5.01;

(q)           Section5.03 shall be amended in its entirety to read as follows:

“Section 5.03 Business. The Guarantor shall not conduct any business other thanits activities and obligations pursuant and related to the Borrower ConcentrateSales Agreement, the Spot Sales Agreements and the Third Party ConcentrateSales Agreements.”;

(r)            Section5.04 shall be deleted in its entirety.

(s)           Section5.05 shall be amended shall be amended by (i) deleting all references to theterms “Mandatory Metals Hedge Transactions” and “Mandatory Metals HedgeAgreements” in such section, (ii) replacing clause (b)(iii) in its entiretywith the following: “(iii) waive any default under, or breach of, any of theSubject Documents” and (iii)  deletingclause (d) of such Section in its entirety;

(t)            Section5.06(a)(ii) shall be deleted in its entirety;

(u)           Section5.08(b) shall be amended by (i) deleting the parenthetical that reads “(otherthan the Service Company)” and (ii) deleting the last sentence of the sectionin its entirety;

(v)           Section5.13 shall be amended by deleting the words “executed and delivered inconnection with the Closing Date”;

(w)          Section5.14 shall be amended by inserting after the words “Apex Luxembourg” in thefourth line thereof the words “or Comercial Metales Blancos or any other Personpermitted under the Transfer Restrictions Agreement”;

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(x)            Sections5.15, 5.18 and 7.01(c)(i)(A) shall be amended by deleting the term “Apex MetalsAccount” and inserting in its place the term “AMM Account”;

(y)           Section7.01(a)(i) shall be deleted in its entirety;

(z)            Section8.04(i) shall be amended in its entirety to read as follows;

(i)            Ifto the Guarantor, to it at:

Apex Metals Marketing GmbH

c/o Juris Treuhand AG

Industriestrasse AG

CH-6304, Zug 

Switzerland

Tel:         (303)839-5060

(888)696-2739

Fax:         (303)839-5097

with a copy to:

Apex Silver Mines Corporation

1700 Lincoln Street, Suite 3050

Denver, CO 80203

Tel:         (303)839-5060

(888)696-2739

Fax:         (303)839-5097

(aa)         AnnexI shall be amended by (i) inserting in (1) after the words “APEX METALS” theword “MARKETING”; (ii) deleting the information set forth in (4) and insertingthe following in its place:  “CH-170.4.006.587-8(Registry Number for the Commercial Register of the Canton of Zug”; (iii)inserting in (5) after the words “APEX METALS” the word “MARKETING” and (iv)deleting the paragraph set forth under the heading “CHANGE IN CIRCUMSTANCES”and the heading itself; and

(bb)         AppendixB thereto shall be deleted in its entirety.

Section 3.05.          Hedge Guaranty. The provisions of the Hedge Guaranty shallbe amended as follows:

(a)           Recital(A) shall be amended by deleting the text in its entirety and inserting in itsplace the words “Apex Silver Finance Ltd., an exempted company with limitedliability organized under the laws of the Cayman Islands (“Apex SilverFinance”) and the Hedge Banks have executed and will continue to executecertain Mandatory Metals Hedge Transactions under the Mandatory Metals HedgeAgreements to which Apex Silver Finance and the Hedge Banks are parties; and”;

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(b)           eachother reference to “Apex Metals” in the Hedge Guaranty shall be replaced withthe words “Apex Silver Finance”; and

(c)           eachreference to the term “Apex Metals Document” in the Hedge Guaranty shall bereplaced with the words “Apex Silver Finance Document”.

Section 3.06.          Completion Agreement. The provisions of the Completion Agreementshall be amended as follows:

(a)           thedefined term “Apex Metals” shall be deleted each time it appears in recital “B”,recital “C” and Section 3.01(a) of the Completion Agreement and replaced ineach instance with the term “Apex Silver Finance”;

(b)           Section(d) of Appendix B shall be amended by deleting the term “Apex Metals” in thethird line thereof and inserting in its place the term “Apex Silver Finance”;

(c)           thedefinition of “Guaranteed Obligor” in Appendix A thereto shall be amended bydeleting the term “Apex Metals” and inserting in its place the term “ApexSilver Finance”;

(d)           AppendixB-4 (Form of Marketing Certificate) shall be amended by deleting the term “ApexMetals” in clause (b) and inserting in its place the term “Apex Silver Finance”.

Section 3.07.          Project DocumentGuarantee (a). The Project DocumentGuarantee described in clause (a) of the definition of “Project DocumentGuarantee” in Appendix A to the Common Security Agreement (which guarantee isissued by the Sponsor in favor of the Borrower in respect of Apex Metals’obligations under the Borrower Concentrate Sales Agreement) shall be amended asfollows:

(a)           Recital“B” thereto shall be amended in its entirety to read as follows: “Apex MetalsMarketing GmbH (“*Apex Metals Marketing*”), asubsidiary of the Guarantor, has entered into the Borrower Concentrate SalesAgreement with the Borrower;”;

(b)           thedefined term “Apex Metals” shall be deleted each time it appears in theguarantee and replaced in each instance with the term “Apex Metals Marketing”;and

(c)           thesecond paragraph of Section 2.01 shall be amended by replacing the term “ApexMetals Account” with the term “AMM Account”.

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Section 3.08.          Project DocumentGuarantee (b). The Project DocumentGuarantee described in clause (b) of the definition of “Project DocumentGuarantee” in Appendix A to the Common Security Agreement (which guarantee isissued by the Sponsor in favor of the Borrower and Apex Metals in respect ofthe Service Company’s obligations under the Borrower Management and ServicesAgreement and the Apex Metals Management and Services Agreement) shall beamended as follows:

(a)           ApexMetals shall be removed as a party to this Project Document Guarantee;

(b)           ApexMetals Marketing shall be added as a party to this Project Document Guarantee,with appropriate conforming changes to the introductory paragraph thereof;

(c)           ApexSilver Finance shall be added to a party to this Project Document Guaranteewith appropriate conforming changes to the introductory paragraph thereof;

(d)           eachreference to the term “Apex Metals” in this Project Document Guarantee shall bedeleted and in each case shall be replaced with the term “Apex Metals Marketing”;

(e)           recital“E” to this Project Document Guarantee shall be amended by deleting the words “ApexMetals” in the penultimate line thereof and inserting the words “Apex SilverFinance” to replace them;

(f)            thefirst paragraph of Section 2.01 shall be amended by deleting the words “theBorrower and Apex Metals” in the second line thereof and inserting the words “theBorrower, Apex Metals Marketing and Apex Silver Finance” to replace them;

(g)           thesecond paragraph of Section 2.01 shall be amended by replacing the term “ApexMetals Account” with the term “AMM Account”;

(h)           Section2.02(d) shall be amended by deleting the words “either the Borrower or Apex Metals”and inserting the words “the Borrower, Apex Metals Marketing or Apex SilverFinance” to replace them;

(i)            thelast paragraph of Section 2.02 shall be amended by deleting the words “theBorrower or Apex Metals” in the second line thereof and inserting the words “theBorrower, Apex Metals Marketing or Apex Silver Finance” to replace them;

(j)            Section2.03 shall be amended by (i) deleting the words “the Borrower and Apex Metals”from the sixth line thereof and inserting the words “the Borrower, Apex MetalsMarketing and Apex Silver Finance” to replace them and (ii) deleting the words “theBorrower or Apex Metals” from the seventh line thereof and inserting the words “theBorrower, Apex Metals Marketing or Apex Silver Finance” to replace them;

(k)           theintroductory sentence of Article III shall be amended by deleting the words “theBorrower or Apex Metals” and inserting the words “the Borrower, Apex MetalsMarketing and Apex Silver Finance” to replace them;

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(l)            Section4.01 shall be amended by deleting the words “the Borrower or Apex Metals” fromthe second line thereof and inserting the words “the Borrower, Apex MetalsMarketing and Apex Silver Finance” to replace them;

(m)          Section5.04(b) shall be amended by deleting the words “the Borrower or Apex Metals”from the sixth line thereof and inserting the words “the Borrower, Apex MetalsMarketing and Apex Silver Finance” to replace them;

(n)           Section5.07(a) shall be amended by inserting before the words “and the CollateralAgent” in the second sentence thereof the words “, Apex Silver Finance”;

(o)           Section5.09 shall be amended by deleting the words “the Borrower or Apex Metals” fromthe second line thereof and inserting the words “the Borrower, Apex MetalsMarketing and Apex Silver Finance” to replace them; and

(p)           Section5.10 shall be amended by (i) deleting the words “the Borrower and Apex Metals”from the second line thereof and inserting the words “the Borrower, Apex MetalsMarketing and Apex Silver Finance” to replace them and (ii) inserting beforethe words “and the Collateral Agent” in the penultimate line thereof the words “,Apex Silver Finance”.

**ARTICLE IVACQUISITION AMENDMENTS**

Subjectto the satisfaction of each of the conditions precedent specified in Section5.02 below, but effective as of the Acquisition Effective Date:

Section4.01.          Consentto Acquisition. The Secured Partiesconsent to the following:

(a)           the transfer by ASM and its Affiliates, and the direct or indirectacquisition by Sumitomo, of (i) 35% of the outstanding shares of the Borrower,  indirectly, through the acquisition bySumitomo of 100% of the shares of SC Minerals Sweden, (ii) 35% of theoutstanding quotas of Apex Metals Marketing (as successor to Apex Metals’rights and obligations with respect to the Concentrate Sales Agreements underthe Transaction Documents), indirectly, through the acquisition by Sumitomo of100% of the shares of Comercial Metales Blancos, and (iii) 35% of theoutstanding shares of Apex Silver Finance (as successor to Apex Metal’s rightsand obligations with respect to the Mandatory Metals Hedge Agreements under theTransaction Documents), directly;

(b)           notwithstanding any contrary provision of the Financing Documents(including Sections 3.06(b) and 8.02 of the Common Security Agreement), each ofthe Borrower, Apex Metals Marketing and Apex Silver Finance shall be permittedto amend

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or modify its OrganizationalDocuments as contemplated by the applicable Shareholder Agreement as in effecton the Acquisition Effective Date;

(c)           notwithstanding any contrary provision of the Financing Documents, ApexSweden shall be permitted to repay the Shareholder Note payable to ASM in theprincipal amount of $95 million promptly following the Acquisition EffectiveDate, providedthat in no event shall the amount of such ShareholderNote repaid pursuant to this clause (c) exceed the amount Apex Sweden actuallyreceives in cash from the sale of each of the outstanding SC Minerals SwedenShares and the Comercial Metales Blancos Shares;

(d)           notwithstanding any contrary provision of the Financing Documents, theBorrower shall be permitted to repay Subordinated Debt payable to Apex SilverFinance from time to time provided that Apex Silver Finance shall use suchrepayments to satisfy obligations pursuant to the Mandatory Metals HedgeTransactions;

(e)           notwithstanding any contrary provision of the Financing Documents, ApexLuxembourg shall be permitted to (i) repay up to $121 million of theShareholder Parent Notes payable to ASM promptly following the AcquisitionEffective Date, providedthat in no event shall the amount ofsuch Shareholder Parent Note repaid pursuant to this clause (e)(i) exceed theamount of the dividend Apex Luxembourg actually receives in cash pursuant toSection 4.01(f)(i), and (ii) transfer to ASM all of its rights (including theright to receive any and all payments) and obligations under the DeferredPayments Agreement in exchange for the reduction of the Shareholder Parent NotePayable to ASM in an amount up to $125 million;

(f)            notwithstanding any contrary provision of theFinancing Documents, Apex Sweden shall be permitted to (i) make a dividend toApex Luxembourg in an amount up to $121 million promptly following theAcquisition Effective Date, providedthat in no event shall theamount of such dividend under this clause (i) exceed the difference of (A) theamount Apex Sweden actually receives in cash from the sale of each of theoutstanding SC Minerals Sweden Shares and the Comercial Metales Blancos Sharesless (B) the principal amount of the Shareholder Note repaid pursuant toSection 4.01(c) and (ii) transfer as a dividend to Apex Luxembourg all of itsrights (including the right to receive any and all payments) and obligationsunder the Deferred Payments Agreement; and

(g)           notwithstanding any contrary provision of the Financing Documents,Sumitomo and SC Minerals Sweden shall be permitted to amend the OrganizationalDocuments of SC Minerals Sweden after the Acquisition Effective Date solely forthe purpose of changing the legal name of SC Minerals Sweden.

Section 4.02.          Consent toDisbursement of Contingent Support Account. The Secured Parties consent to the distribution of all amounts ondeposit in the Contingent Support Account to MSC and to the simultaneousrepayment by MSC of Subordinated Debt payable to

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ASMin an aggregate amount equal to the amount distributed from the ContingentSupport Account.

Section 4.03.          Common SecurityAgreement. The provisions of theCommon Security Agreement shall be amended as follows:

(a)           Section2.07(a)(A)(1) shall be amended by inserting after the words “Contingent SupportAccount” in the parenthetical therein the words “or otherwise committed to bepaid by a Sponsor under Sections 5.03 or 5.04 of the ASM Completion Agreementor Section 4.03 of the Sumitomo Completion Agreement, as applicable”;

(b)           Section2.08(d)(i) shall be amended by inserting after the words “Contingent SupportAccount” in the parenthetical therein the words “or otherwise committed to bepaid by a Sponsor under Sections 5.03 or 5.04 of the ASM Completion Agreementor Section 4.03 of the Sumitomo Completion Agreement, as applicable.”;

(c)           Section3.12(e) shall be amended by adding the following sentence at the end thereof: “AppendicesA-1 and A-2 to the Transfer Restrictions Agreement shall not be amended withoutthe consent of Sumitomo.”

(d)           Section3.15(a)(v) shall be amended by adding the words “or the Sumitomo TransferRestrictions Agreement” after the term “Transfer Restrictions Agreement”;

(e)           Section3.15(a)(vii) shall be amended by adding the words “or the Sumitomo TransferRestrictions Agreement” after the second occurrence of the term “TransferRestrictions Agreement”;

(f)            Section4.02(e) shall be amended by replacing the words “Section 5.03 of the CompletionAgreement” at the end thereof with the words “Section 5.03 and 5.04 of the ASMCompletion Agreement and Section 4.03 of the Sumitomo Completion Agreement”;

(g)           Section7.01(a)(ii) shall be amended by inserting in the fourth sentence thereof, afterthe words “Apex Sweden” the words “or SC Minerals Sweden”;

(h)           Section8.02 shall be amended by adding the words “or the Sumitomo TransferRestrictions Agreement” after the term “Transfer Restrictions Agreement”;

(i)            Section8.18 shall be amended by replacing each reference to “the Sponsor” with the words“a Sponsor”;

(j)            Section8.19(a)(ii) shall be amended by inserting after the words “TransferRestrictions Agreement” the words “or Sumitomo Transfer Restrictions Agreement”;

(k)           Section10.01(b) shall be amended in its entirety to read as follows:

“(b)         *Breach of Representationand Warranty*.

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(i) Any representation, warranty or statementconfirmed or made by the Borrower under Sections 7.01(a) (Organization andOwnership), 7.01(b) (Authority), 7.01(c)(ii) (Proper Legal Form), 7.01(d)(Consents and Approvals for Financing Documents), Section 7.01(e) (Consents andApprovals for Project), 7.01(f) (No Conflicts), 7.01(j) (Title to Properties;Security Interests), 7.01(k) (Taxes), 7.01(o) (Transaction Documents) or7.01(q) (Environmental Matters) or contained in any certificate, statement,notice or other document provided to any Secured Party under or pursuant to anysuch sections shall have been incorrect in any material respect when made ordeemed to be made or (except if stated to have been made solely as of anearlier date) repeated, and such representation or warranty is not cured orotherwise corrected to the satisfaction of the Administrative Agent within 30days from the earlier of (A) receipt by the Borrower of written notice from theAdministrative Agent of such breach or (B) the date upon which the Borrowerbecomes aware of such breach; or

(ii)any other representation, warranty or statement confirmed or made by theBorrower in any Financing Document or contained in any certificate, statement,notice or other document provided to any Secured Party under or pursuant to anyFinancing Document shall have been incorrect in any material respect when madeor deemed to be made or (except if stated to have been made solely as of anearlier date) repeated;

(l)            Section10.01(f) shall be amended in its entirety to read as follows:

“(f)*Default Under or Termination of the CompletionAgreement*.

(i) (A) a Completion Default under any of thefollowing sections of the ASM Completion Agreement or the Sumitomo CompletionAgreement shall have occurred and be continuing:

(1) Section 6.01(a) (Payment Default) of the ASMCompletion Agreement or Section 5.01(a) (Payment Default) of the SumitomoCompletion Agreement, unless within 10 Business Days from the receipt ofwritten notice by the Borrower from the Administrative Agent of such default,the Borrower (with funds from the Sponsors) or the non-defaulting Sponsor shallhave cured such default;

(2) Section 6.01(b) (Breach of Representation orWarranty) of the ASM Completion Agreement or Section 5.01(b) (Breach ofRepresentation or Warranty) of the Sumitomo Completion Agreement, unless within30 days from the earlier of (x) receipt of written notice from theAdministrative Agent of such breach or (y) the date upon which the non-defaultingSponsor becomes aware of such breach, the non-defaulting Sponsor shall havecured such default; or

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(3) Section 6.01(c) (Breach of Covenant) of the ASMCompletion Agreement or Section 5.01(c) (Breach of Covenant) of the SumitomoCompletion Agreement, with respect to any of the covenants (other than to paymoney) in Sections 5.03 or 5.04 of the ASM Completion Agreement or Section 4.03of the Sumitomo Completion Agreement, unless within 30 days from the earlier of(x) receipt of written notice from the Administrative Agent of such breach or(y) the date upon which the non-defaulting Sponsor becomes aware of suchbreach, the non-defaulting Sponsor shall have cured such default; or

(B) any other Completion Default under either theASM Completion Agreement or the Sumitomo Completion Agreement shall haveoccurred and be continuing; or

(ii) either Completion Agreement shall havebeen terminated prior to Completion;

(iii) either Completion Agreement shall have beendeclared in a final order of a court to be unenforceable against the applicableSponsor; or

(iv) either Sponsor shall have repudiated itsobligations under the applicable Completion Agreement prior to Completion;

*provided that*any Completion Default listed in clauses (ii) through (iv) above or anyuncurable Completion Default shall not be an Event of Default if, promptly butin no case later than five Business Days after receiving such notice from theAdministrative Agent, the non-defaulting Sponsor shall assume all obligationsof the defaulting Sponsor under each Financing Document to which it is a party(until such time as the defaulting Sponsor shall have been replaced inaccordance with this paragraph) and within 90 days after the AdministrativeAgent notifies the Borrower and Sponsors of such occurrence, (I) theterminated, repudiated or unenforceable Completion Agreement shall have beenreplaced with an alternative completion agreement acceptable to the SecuredParties or (II) the defaulting Sponsor shall have been replaced (x) if the defaultingSponsor is Sumitomo, with an alternate sponsor having a credit rating at leastas strong as that held by Sumitomo on and as of June 30, 2006 or (y) if thedefaulting Sponsor is ASM, with (1) an alternate sponsor that is acceptable tothe Majority Secured Parties (such acceptance not to be unreasonably withheld)and (2) an operator (which, for the avoidance of doubt, may be the alternatesponsor referred to in the preceding clause (1)) that is acceptable to theMajority Secured Parties (such acceptance not to be unreasonably withheld) tooperate the Project on terms reasonably acceptable to the Majority SecuredParties; *provided further*that if the defaultingSponsor is Sumitomo, ASM shall have deposited into the

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Contingent Support Account an amount equal to thedifference of $70,000,000 minus the aggregate amount of all Contingent SupportContributions of ASM and Sumitomo made from and after the Acquisition EffectiveDate immediately upon receiving notice of such occurrence from theAdministrative Agent;”;

(m)          Section10.01(g) shall be amended in its entirety to read as follows:

“(g)         *Default Under orTermination of a Transfer Restrictions Agreement*. (i) A TRA Default under either theTransfer Restrictions Agreement or the Sumitomo Transfer Restrictions Agreementshall have occurred and be continuing; (ii) either the TransferRestrictions Agreement or the Sumitomo Transfer Restrictions Agreement shall beterminated other than in accordance with its terms; (iii) either theTransfer Restrictions Agreement or the Sumitomo Transfer Restrictions Agreementshall have been declared in a final order of a court to be unenforceableagainst a party thereto (other than the Administrative Agent or the CollateralAgent) or any Permitted Assignee of any thereof; or (iv) any party thereto(other than the Administrative Agent or the Collateral Agent) or any PermittedAssignee of any thereof shall have repudiated its obligations under theTransfer Restrictions Agreement or the Sumitomo Transfer RestrictionsAgreement;”;

(n)           Section10.01(i) shall be amended in its entirety to read as follows:

“(i)          *Sponsor Default.*

(i) (A)a Sponsor Default under any of the following sections of the Sponsor PledgeAgreement or the Sumitomo Pledge and Guarantee Agreement shall have occurred andbe continuing:

(1)Section 6.01(a) (Payment Default), unless within 10 Business Days from thereceipt of written notice from the Administrative Agent of such default, thenon-defaulting Sponsor shall have cured such default; or

(2) Section 6.01(b) (Breach of Representation andWarranty), unless within 30 days from the earlier of (x) receipt of writtennotice from the Administrative Agent of such breach or (y) the date upon whichthe non-defaulting Sponsor becomes aware of such breach, the non-defaulting Sponsorshall have cured such default; or

(3) Section 6.01(c)(ii) (Breach of Covenant), unlesswithin 30 days from the earlier of (x) receipt of written notice from theAdministrative Agent of such breach or (y) the date upon which thenon-defaulting Sponsor becomes aware of such breach, the non-defaulting Sponsorshall have cured such default; or

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(B)any other Sponsor Default under the Sponsor Pledge Agreement or the SumitomoPledge and Guarantee Agreement shall have occurred and be continuing; or

(ii) theSponsor Pledge Agreement**or the Sumitomo Sponsor Pledge andGuarantee Agreement shall be terminated;

(iii) theSponsor Pledge Agreement**or the Sumitomo Sponsor Pledge andGuarantee Agreement shall have been declared in a final order of a courtto be unenforceable against the applicable Sponsor; or

(iv) eitherSponsor shall have repudiated its obligations under the applicable SponsorPledge Agreement;

*provided that*any Sponsor Default listed in clauses (ii) through (iv) above or any uncurableSponsor Default shall not be an Event of Default if, promptly but in no caselater than five Business Days after receiving such notice from theAdministrative Agent, within the non-defaulting Sponsor shall assume allobligations of the defaulting Sponsor under each Financing Document to which itis a party (until such time as the defaulting Sponsor shall have been replacedin accordance with this paragraph) and within 90 days after the AdministrativeAgent notifies the Borrower and Sponsors of such occurrence, (I) the terminated,repudiated or unenforceable agreement shall have been replaced with analternative sponsor pledge agreement acceptable to the Secured Parties or (II)the defaulting Sponsor shall have been replaced (x) if the defaulting Sponsoris Sumitomo, with an alternate sponsor having a credit rating at least asstrong as that held by Sumitomo on and as of June 30, 2006 or (y) if thedefaulting Sponsor is ASM, with (1) an alternate sponsor that is acceptable tothe Majority Secured Parties (such acceptance not to be unreasonably withheld)and (2) an operator (which, for the avoidance of doubt, may be the alternatesponsor referred to in the preceding clause (1)) that is acceptable to theMajority Secured Parties (such acceptance not to be unreasonably withheld) tooperate the Project on terms reasonably acceptable to the Majority SecuredParties; *provided further*that if the defaultingSponsor is Sumitomo, ASM shall have deposited into the Contingent SupportAccount an amount equal to the difference of $70,000,000 minus the aggregateamount of all Contingent Support Contributions of ASM and Sumitomo made fromand after the Acquisition Effective Date immediately upon receiving notice ofsuch occurrence from the Administrative Agent;”;

(o)           Section10.01(u) shall be amended by deleting the word “Sponsor” in clause (ii) thereofand replacing it with the word “Sponsors”;

(p)           Section10.01(aa) shall be amended in its entirety to read as follows:

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“(aa)       *Forced Divestiture*.A law, order, decree, regulation, directive or restriction is issued by anyGovernmental Authority of the principal place of business of either Sponsor,any Senior Lender or any of Apex Luxembourg, Apex Sweden or SC Minerals Swedenthat (i) requires any of SC Minerals Sweden, Apex Luxembourg or Apex Sweden todivest itself of all or part of its equity interest in the Borrower or (ii)prevents either Sponsor or any of Apex Luxembourg, Apex Sweden or SC MineralsSweden from participating in all or any part of the benefit of its equityinterests in the Project, and in each such case such law, order, decree,regulation, directive or restriction remains in effect for a period of 180days;*provided however that* any suchoccurrence shall not be an Event of Default if, within 10 Business Days aftersuch 180-day period (or such divestiture if earlier), the unaffected Sponsor oran Affiliate of the unaffected Sponsor acquires all rights and interests of theaffected entity in the Borrower and Project pursuant to an assignment agreementacceptable to the Majority Secured Parties, so long as such acquisition wouldavoid the effect of the relevant law, order, decree, regulation, directive orrestriction;”

(q)           Section10.01(ee) shall be amended in its entirety to read as follows:

“(ee)       *Change in Control.*Subject to the provisions of the TransferRestrictions Agreements:

(i)            Prior toCompletion (A) ASM shall cease to own directly 100% of the issued andoutstanding Apex Luxembourg Shares or (B) ASM shall cease to Control theBorrower, Apex Metals Marketing or Apex Silver Finance directly or indirectly;

(ii)           prior toCompletion, (A) Apex Luxembourg shall cease to own directly 100% of the issuedand outstanding Apex Sweden Shares, or at least 65% of the Apex Silver FinanceShares, or at least one share in the Borrower or (B) Apex Luxembourg shallcease to Control Apex Sweden or Apex Silver Finance directly or indirectly;

(iii)          prior toCompletion, (A) Apex Sweden andSC Minerals Sweden shall collectively cease to own, directly, 100% of theissued and outstanding Borrower Shares (less one share held by ApexLuxembourg), or (B)  Apex Sweden and Comercial Metales Blancos shallcollectively cease to own, directly, 100% of the issued and outstanding ApexMetals Marketing Quotas, or(C) Apex Sweden shall cease to Control the Borrower or Apex MetalsMarketing directly or indirectly; or

(iv)          atany time after Completion, ASM shall cease to Control the Borrower, Apex MetalsMarketing or Apex Silver Finance directly or indirectly;

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*provided that*,the failure of ASM to comply with the conditions described in clauses (i) and(iv) above shall not constitute Events of Default if concurrently therewith ASMis replaced with (1) an alternate sponsor that is acceptable to the MajoritySecured Parties (such acceptance not to be unreasonably withheld) and (2) anoperator (which, for the avoidance of doubt, may be the alternate sponsorreferred to in the preceding clause (1)) that is acceptable to the MajoritySecured Parties (such acceptance not to be unreasonably withheld) to operatethe Project on terms reasonably acceptable to the Majority Secured Parties; or

(v)           priorto Completion, (A) Sumitomo shall cease to own 100% of the outstanding sharesof either SC Minerals Sweden or Comercial Metales Blancos, (B) SC MineralsSweden shall cease to own directly 35% of the issued and outstanding BorrowerShares, or (C) Comercial Metales Blancos shall cease to own directly 35% of theissued and outstanding Apex Metals Marketing Quotas (except, in cases (B) and(C) above, for any such Shares or Quotas transferred to ASM or its Affiliates).”

(r)            Section10.02(d) shall be amended by deleting the words “the Sponsor” each time theyappear in the section and inserting in their place the word “ASM”;

(s)           Section11.04(g)(i) and (ii) shall be amended to read as follows:

“(i)          (A) apercentage of the identified Planned Project Costs equal to the quotient(expressed as a percentage) of (1) the aggregate amount of undrawn Senior LoanCommitments divided by (2) the total amount of Planned Project Costs set forthon the most recently accepted Cost to Complete Certificate (not including the$4 million of Planned Project Costs paid by ASM with ordinary shares pursuantto the EPCM Contract), shall be funded by Senior Loans, and (B) the remainingidentified Planned Project Costs shall be funded by Base Equity Contributions; *provided* that at no time shall the TPCFR exceed 33:67; and

(ii)           Excess Project Costs shall be funded: (A) from amounts otherwiseavailable in the AMM Account (and not previously marked for any other purpose) and(B) by Contingent Support Contributions from the Sponsors deposited into theContingent Support Account on or before the requested Disbursement Date”;

(t)            Section14.10 shall be amended by inserting after the words “Apex Group” in the lastline thereof the words “or the Sumitomo Group”;

(u)           Section15.08 shall be amended by (i) deleting clauses (vi) and (vii) thereof and (ii)inserting the following clauses:

(vi)          If to SC Minerals Sweden, to it at :

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Gotlex Lageraktiebolag nr. 451, organizational number 556702-1083

c/o Wistrand Advokatbyra

Lilla Bommen 1S-411 04 Göteborg

Sweden

Tel:  +81-3-5166-4300

Fax:  +81-3-5166-6423

Attn: Director

with a copy to:

Sumitomo Corporation

8-11, Harumi, 1-chome,

Chuo-ku, Tokyo, 104-8610 Japan

Attention: General Manager, Non-Ferrous Metals &

Raw Materials Department

Telecopier: +81-3-5166-6423

(vii)         If to Comercial Metales Blancos, to it at:

Comercial Metales Blancos AB

c/o Anders Skoldberg, Ernst & Young AB

401 82 Göteborg

Sweden

Tel:  +81-3-5166-4300

Fax:  +81-3-5166-6423

Attn: Director

with a copy to:

Sumitomo Corporation

8-11, Harumi, 1-chome,

Chuo-ku, Tokyo, 104-8610 Japan

Attention: General Manager, Non-Ferrous Metals &

Raw Materials Department

Telecopier: +81-3-5166-6423

(v)           thedefinition of “*Affiliated Obligors*” in AppendixA thereto shall be further amended by (i) replacing the words “the Sponsor”with “ASM” and (ii) inserting after the term “Apex Sweden” the word “, Sumitomo”;

(w)          thedefinition of “*Completion*” inAppendix A thereto shall be amended by inserting before the words “CompletionAgreement” the word “ASM”;

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(x)            thedefinition of “*Completion Agreement*” in AppendixA thereto shall be amended in its entirety to read “means either of the ASMCompletion Agreement or the Sumitomo Completion Agreement.”;

(y)           thedefinition of “*Completion Certificates*”in Appendix A thereto shall be amended by inserting before the words “CompletionAgreement” the word “ASM”;

(z)            thedefinition of “*Completion Default*” in Appendix Athereto shall be amended in its entirety to read “means a “Completion Default”as such term is defined in either of the ASM Completion Agreement or theSumitomo Completion Agreement.”;

(aa)         thedefinition of “*Completion Test*”in Appendix A thereto shall be amended by inserting before the words “CompletionAgreement” the word “ASM”; ;

(bb)         thedefinition of “*Completion Test Period*”in Appendix A thereto shall be amended by inserting before the words “CompletionAgreement” the word “ASM”;

(cc)         thedefinition of “*Contingent Support Contribution*”in Appendix A thereto shall be amended in its entirety to read “means one ormore deposits by either ASM or Sumitomo into the Contingent Support Account fortransfer to the Loan Proceeds Account for the purpose of paying Excess ProjectCosts in accordance with Section 11.04(g)(ii).”;

(dd)         thedefinition of “*Contingent SupportRequirement*” in Appendix A thereto shall be amended in its entiretyto read “means, at any date of determination, (i) the Total Cost to Complete asindicated on the most recently approved Cost to Complete Certificate *less* (ii) the sum of (A) the total amountof Senior Loan Commitments then available to be drawn *plus* (B) the sum of (1) amounts availableto be drawn under Equity Support Letters of Credit *plus* (2) the balance of the Equity Account”;

(ee)         thedefinition of “*Financing Documents*” in AppendixA thereto shall be further amended by inserting after the words “Fee Letters”the words “, each of the Sumitomo Documents”;

(ff)           thedefinition of “*Information*” shall be amended byinserting the words “or the Sumitomo Group” after each occurrence of the term “ApexGroup”;

(gg)         thedefinition of “*Project Document Guarantees*” inAppendix A thereto shall be amended by deleting in clause (a) the words “theSponsor” and inserting in their place the word “ASM”;

(hh)         thedefinition of “*Restricted Payment*” in Appendix Athereto shall be amended by (i) deleting the word “and” at the end of clause(a) thereof, (ii) deleting the period at the end of clause (b) thereof andinserting in its place the word “, and” and (iii) inserting the followingclause at the end of such definition: “(c) all payments of the Service Fee inexcess of $125,000 per month.”;

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(ii)           thedefinition of “*Sponsor*” in Appendix A theretoshall be amended in its entirety to read “means either ASM or Sumitomo, and “*Sponsors*” means both ASM and Sumitomo.”;

(jj)           thedefinition of “*Sponsor Default*” in Appendix Athereto shall be amended in its entirety to read “means a “Sponsor Default” assuch term is defined in either of the Sponsor Pledge Agreement or the SumitomoPledge and Guarantee Agreement.”;

(kk)         thedefinition of “*Sponsor Funding*”in Appendix A thereto shall be amended in its entirety to read “means fundingprovided to the Borrower by or on behalf of either Sponsor, Apex Luxembourg,Apex Sweden or SC Minerals Sweden”;

(ll)           thedefinition of “*Sponsor Pledge Agreement*”in Appendix A thereto shall be further amended by deleting the words “theSponsor” and inserting the word “ASM” to replace them;

(mm)       thedefinition of “*TRA Default*” in Appendix Athereto shall be amended in its entirety to read “has the meaning specified inSection 4.01 of either the Transfer Restrictions Agreement or the SumitomoTransfer Restrictions Agreement.”;

(nn)         thefollowing additional defined terms shall be inserted in Appendix A thereto:

“*Apex Metals MarketingQuotaholders Agreement*” means the Metals Quotaholders Agreement tobe entered into on or about September 26, 2006, among Apex Sweden, ComercialMetales Blancos and Apex Metals Marketing.

“*Apex Silver Finance ShareholdersAgreement*” means the Apex Silver Finance Shareholders Agreement tobe entered into on or about September 26, 2006, among Apex Luxembourg, Sumitomoand Apex Silver Finance.

“*ASM Completion Agreement*”means the Completion Agreement dated December 1, 2005, among ASM, the TechnicalAgent, the Administrative Agent and the Collateral Agent.

“*Borrower**Shareholders Agreement*” means the MSC Shareholders Agreementto be entered into on or about September 26, 2006, among Apex Luxembourg, ApexSweden, SC Minerals Sweden and the Borrower.

“*Deferred PaymentsAgreement*” means the Deferred Payments Agreement to be entered intoon or about September 26, 2006, between Apex Sweden and Sumitomo.

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“*Shareholders Agreements*”means the Borrower Shareholders Agreement, the Apex Metals MarketingQuotaholders Agreement and the Apex Silver Finance Shareholders Agreement.

“*Sumitomo CompletionAgreement*” means the Sumitomo Completion Agreement executed anddelivered in satisfaction of Section 5.02(c) of the Omnibus Amendment Agreement,among Sumitomo, the Technical Agent, the Administrative Agent and theCollateral Agent.

“*Sumitomo Documents*”means the Sumitomo Completion Agreement, the Sumitomo Pledge and GuaranteeAgreement and the Sumitomo Transfer Restrictions Agreement.

“*Sumitomo Group*”means Sumitomo and each of its Subsidiaries (as such term is defined in theSumitomo Pledge and Guarantee Agreement).

“*Sumitomo Pledge andGuarantee Agreement*” means the Sumitomo Pledge and GuaranteeAgreement executed and delivered in satisfaction of Section 5.02(c) of theOmnibus Amendment Agreement, between Sumitomo and the Collateral Agent.

“*Sumitomo TransferRestrictions Agreement*” means the Sumitomo Transfer RestrictionsAgreement executed and delivered in satisfaction of Section 5.02(c) of theOmnibus Amendment Agreement, among Sumitomo, SC Minerals Sweden, ComercialMetales Blancos, the Administrative Agent and the Collateral Agent.”

Section 4.04.          Transfer RestrictionsAgreement. The provisions of theTransfer Restrictions Agreement shall be amended as follows:

(a)           recital“C” shall be amended in its entirety to read as follows:  “C. Apex Luxembourg directly owns 100% of theoutstanding share capital of Apex Sweden, 65% of the outstanding share capitalof Apex Silver Finance and one share in the Borrower”;

(b)           recital“D” shall be amended in its entirety to read as follows: “D. Apex Swedendirectly owns 64.99% of the outstanding share capital of the Borrower and 65%of the outstanding share capital of Apex Metals Marketing.”;

(c)           Section2.01(a) shall be amended by deleting clauses 2.01(a)(iii)(C) and (D) in theirentirety and deleting clause 2.01(a)(iv) in its entirety;

(d)           thelast paragraph of Section 2.01 shall be revised by inserting after the words “theSponsor” in the second line thereof the words “and Sumitomo collectively”,

(e)           Section 2.04(a) shallbe amended to insert “ASM” immediately prior to “Completion Agreement” in thepenultimate line;

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(f)            anadditional Section 2.06 shall be added at the end of Article II, which shallread as follows:

“2.06 * Successor Sponsor*. Transfersotherwise prohibited under Sections 2.01 and 2.02 hereof shall not constituteTRA Defaults hereunder if such transfers are made to an alternate sponsor inconnection with the cure of a Sponsor Default or Completion Default of ASM, solong as ASM is replaced with (a) an alternate sponsor that is acceptable to theMajority Secured Parties (such acceptance not to be unreasonably withheld) and(b) an operator (which, for the avoidance of doubt, may be the alternatesponsor referred to in the preceding clause (a)) that is acceptable to theMajority Secured Parties (such acceptance not to be unreasonably withheld) tooperate the Project on terms reasonably acceptable to the Majority SecuredParties.”;

(g)           Section 3.01(a) shall be amended to insert “ASM” immediately prior to “CompletionAgreement” in the penultimate line; and

(h)           Section 4.01(a) shall be amended to insert the following at the end ofthe clause:

*“provided*that it shall not be a TRA Default under thisSection 4.01(a) if the facts that resulted in an incorrect representation,warranty or statement are (i) corrected so that the incorrect representation,warranty or statement becomes correct or (ii) otherwise addressed to thesatisfaction of the Administrative Agent acting on behalf of the SecuredParties, in each case within 30 days from the earlier of (x) receipt of writtennotice from the Administrative Agent notifying such Shareholder Party of theincorrect representation, warranty or statement or (y) the date on which anyShareholder Party becomes aware of such incorrect representation, warranty orstatement”.

Section4.05.          SponsorPledge Agreement. The provisions ofthe Sponsor Pledge Agreement shall be amended as follows:

(a)           recital“C” of the Sponsor Pledge Agreement shall be further amended by deleting thewords “indirectly owns 100%” in the third line thereof and inserting in theirplace the words “directly and indirectly owns 65%”;

(b)           Section4.05(a) of the Sponsor Pledge Agreement shall be amended by adding at the endof the clause the words “(other than any of the foregoing relating solely to amember of the Sumitomo Group)”;

(c)           Section 5.04 of the Sponsor Pledge Agreement shall be amended by addingafter the words “realization and” in the third line thereof the words “and, tothe

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extentthe Sponsor is liable thereon pursuant to this Agreement or the ASM CompletionAgreement,”;

(d)           Section 6.01(b) of the Sponsor Pledge Agreement shall be amended in itsentirety to read as follows:

 “(b) *Breach of Representationand Warranty.*

(i)any representation, warranty or statement confirmed or made by the Sponsorunder Sections 2.01 (Representations), to the extent that the applicablerepresentation in the ASM Completion Agreement is identified in Section 6.01(b)of the ASM Completion Agreement, or under 2.02 (Good Title; Valid SecurityInterests), 2.03 (Names, Etc.) or 2.04 (Proper Legal Form) or contained in anycertificate, statement, notice or other document provided by the Sponsors toany Secured Party under or pursuant to any such sections shall have beenincorrect in any material respect when made or deemed to be made or (except ifstated to have been made solely as of an earlier date) repeated, and suchrepresentation or warranty is not cured or otherwise corrected to thesatisfaction of the Administrative Agent within 30 days from the earlier of (A)receipt of written notice from the Administrative Agent of such breach or (B)the date upon which the Sponsor becomes aware of such breach; or

(ii)any other representation, warranty or statement confirmed or made by theSponsor hereunder or contained in any certificate, statement, notice or otherdocument provided by the Sponsors to any Secured Party hereunder shall havebeen incorrect in any material respect when made or deemed to be made or(except if stated to have been made solely as of an earlier date) repeated;”;

(e)           Section 7.11 of the Sponsor Pledge Agreement shall be amended by (i)deleting the words “or Event of Default” in the fourth line thereof and (ii)deleting the words “resulting therefrom” in the fifth line thereof, andinserting in their place the words “hereof or hereon resulting from any SponsorDefault or Event of Default”; and

(f)            each reference to the term “CompletionAgreement” in the Sponsor Pledge Agreement shall be amended to read “ASMCompletion Agreement”.

Section4.06.          CompletionAgreement. The provisions of theCompletion Agreement shall be amended as follows:

(a)           Section 3.01(a) shall be revised in its entirety to read as follows:

“(a)         The Sponsor, as a primary obligor and not merely as a surety,unconditionally and irrevocably guarantees to the Collateral Agent, theAdministrative Agent, the Technical Agent, each Senior Lender and

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each Hedge Bank and theirrespective successors and assigns the full and punctual payment of its Pro RataShare of (i) all Secured Debt Obligations and (ii)  all Apex SilverFinance Obligations that, in any such case, are or become due and payable priorto Completion, when and as the same shall become due and payable, whether atmaturity, upon acceleration, early termination or otherwise (subject to anyexclusions or applicable grace periods), according to their terms (suchobligations being herein collectively called the “*GuaranteedObligations*”). In case of the failure of any Guaranteed Obligor toso pay any Guaranteed Obligation, the Sponsor agrees to make payment of its ProRata Share thereof forthwith upon demand, in Dollars, in cash, at such timesand in the same manner as required of such Guaranteed Obligor.”

(b)           the following new Section 3.04 shall be added to Article III of theCompletion Agreement:

“3.04  *Several Obligations*.The obligations of ASM under its Completion Guarantee and the obligations ofSumitomo under the Sumitomo Completion Agreement are several, and not joint orjoint and several. The obligations of ASM under its Completion Guarantee andArticle V shall be limited to its Pro Rata Share of the Guaranteed Obligationsor required Contingent Support Contributions. Neither a Completion Default northe failure of ASM or Sumitomo to meet any of its other obligations under aCompletion Agreement or under a Transfer Restriction Agreement, and no transferof Interests in the Borrower or any other Person, shall change ASM’s Pro RataShare.”;

(c)           each of Sections 4.01(m) and 4.01(n) shall be deleted in its entirety;

(d)           Section 5.01 shall be amended by inserting as the final sentence thefollowing: “The Sponsor’s liability for any financial obligations implied in orarising from such efforts shall be limited to the Sponsor’s Pro Rata Sharethereof.”;

(e)           a new Section 5.03 shall be inserted in Article V, which shall read asfollows:

“5.03*Contingent Support Contribution Commitment*.The Sponsor agrees to deposit into the Contingent Support Account for transferto the Loan Proceeds Account, when and as required to meet Excess Project Costspayable by the Borrower, its Pro Rata Share of up to an aggregate amount of$70,000,000 in Contingent Support Contributions from and after the AcquisitionEffective Date for the purpose of paying Excess Project Costs in accordancewith Section 11.04(g)(ii) of the Common Security Agreement.”;

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(f)            the former Section 5.03 shall be renumberedand amended in its entirety to read as follows:

“5.04*Contingent Support Deficiencies*. Withoutlimiting Section 5.03, in the event that at any time a Contingent SupportDeficiency exists as identified in a Cost to Complete Certificate that is notfunded under Section 5.03 above or Section 4.03 of the Sumitomo CompletionAgreement, the Sponsor shall either (a) demonstrate to the satisfaction of theAdministrative Agent that the Sponsor holds Available Cash in an amountsufficient to fund its Pro Rata Share of such Contingent Support Deficiency or(b) propose to the Administrative Agent an Acceptable Funding Plan for fundingits Pro Rata Share of such Contingent Support Deficiency within ten (10) daysof the date of such Cost to Complete Certificate. The Administrative Agentshall notify the Sponsor of its receipt of the Acceptable Funding Plan. In theevent that the Administrative Agent (acting at the direction of the MajoritySecured Parties) accepts such Acceptable Funding Plan, the Sponsor shalldiligently pursue such plan and shall have ninety (90) days from the date onwhich the Administrative Agent has notified the Sponsor of the acceptance ofsuch Acceptable Funding Plan to deposit, in immediately available funds, itsPro Rata Share of the Contingent Support Deficiency to be funded in connectionwith such Acceptable Funding Plan. In the event that the Administrative Agent(acting at the direction of the Majority Secured Parties) rejects suchAcceptable Funding Plan or in the event that the Sponsor is required and hasfailed to propose an Acceptable Funding Plan within ten (10) days of the dateof the Cost to Complete Certificate identifying the Contingent SupportDeficiency that is not funded under Section 5.03 above or Section 4.03 of theSumitomo Completion Agreement, the Sponsor shall immediately and withoutdemand, notice or presentment of any kind or nature whatsoever, deposit in theContingent Support Account, in immediately available funds, an amount equal toits Pro Rata Share of the Contingent Support Deficiency on the date of therejection of its plan or, where it has not presented a plan, the date on whichsuch plan was due to be presented. The Sponsor shall submit additionalAcceptable Funding Plans in the event that additional funds are required tocause the Contingent Support Requirement to be satisfied without regard as towhether the Sponsor may be currently implementing an Acceptable Funding Planwith respect to a previously identified Contingent Support Deficiency.”;

(g)           each of the former Sections 5.04 and 5.05 shall be deleted in itsentirety;

(h)           Section 6.01(b) shall be amended in its entirety to read as follows:

“(b)         *Breach of Representation orWarranty Under this Agreement*.(i) a representation, warranty or statement confirmed or made

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by the Sponsor under Sections 4.01(a)(Organization), 4.01(b) (Ownership of the Borrower), 4.01(c) (Authority),4.01(e) (Consents and Approvals), 4.01(f) (No Conflicts), or 4.01(j) (Taxes) orcontained in any written certificate, notice or other document provided to anySecured Party under or pursuant to such sections shall have been incorrect inany material respect when made or deemed to be made or repeated (except ifstated to have been made solely as of an earlier date), and such representationor warranty is not cured or otherwise corrected to the satisfaction of theAdministrative Agent within 30 days from the earlier of (A) receipt of writtennotice from the Administrative Agent of such breach or (B) the date upon whichthe Sponsor becomes aware of such breach; or (ii) any other representation,warranty or statement confirmed or made by the Sponsor hereunder contained inany certificate, notice or other document provided to any Secured Partyhereunder or pursuant to any Financing Document to which it is a party shallhave been incorrect in any material respect when made or deemed to be made or(except if stated to have been made solely as of an earlier date) repeated; or”;

(i)            Section 6.01(c)(i) shall be deleted;

(j)            the definitions of each of “*Additional Escrow Account*”, “*Convertible Notes*”, “*Dedicated Cash*”, “*Escrow Account*”and “*Sponsor Budget*” shall be deleted in itsentirety;

(k)           the following additional definitions shall be added to Appendix Athereto:

 “*Acquisition Effective Date*”has the meaning assigned to such term in the Omnibus Amendment Agreement.

“*MSC Shareholders Agreement*” means the MSC ShareholdersAgreement to be entered into on or about September 26, 2006, among Apex Sweden,Apex Luxembourg, SC Minerals Sweden and the Borrower.

“*Pro RataShare*” shall mean 65%.

Section4.07.          ProjectDocument Guarantee (a). The ProjectDocument Guarantee described in clause (a) of the definition of “ProjectDocument Guarantee” in Appendix A to the Common Security Agreement (whichguarantee is issued by ASM in favor of the Borrower in respect of Apex MetalsMarketing’s obligations under the Borrower Concentrate Sales Agreement) shallbe amended as follows:

(a)           Section 1.02 shall include the followingadditional definition: “*Pro Rata Share*”means (a) prior to Completion, 65% and (b) after Completion, 100% minus (i) the“Pro Rata Share” of Sumitomo at such time under the Sumitomo Pledge andGuarantee Agreement and (ii) the percentage of the total number of shares ofthe Borrower issued and outstanding then owned directly or indirectly by athird party acceptable to the

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Secured Parties that has assumed such percentage share of theobligations guaranteed under this agreement and the Sumitomo Pledge andGuarantee Agreement.”

(b)           the first paragraph of Section 2.01 shall beamended in its entirety to read as follows:

“2.01  *The Guarantee.*TheGuarantor hereby unconditionally guarantees to the Borrower and its respectivesuccessors and assigns (for the benefit of the Secured Parties) the full, promptand proper payment of its Pro Rata Share of all payment obligations of ApexMetals Marketing to the Borrower under the Borrower Concentrate Sales Agreementand the observance, compliance and performance by Apex Metals Marketing of allof the other terms, covenants, obligations and conditions that are to beperformed by Apex Metals Marketing under the Borrower Concentrate SalesAgreement, and agrees that upon any breach by Apex Metals Marketing of anyterms, covenants, obligations and conditions of the Borrower Concentrate SalesAgreement, the Guarantor will, subject to Section 2.06 below, forthwithperform, or cause to be performed to the extent of its Pro Rata Share thereof,each of said terms, covenants, obligations and conditions (including its Pro RataShare of payment obligations) (such obligations being herein collectivelycalled the “*Concentrate Sales Guaranteed Obligations*”).This is a present and continuing guarantee of performance and, to the extentthat this instrument guarantees payment by Apex Metals Marketing, this is aguarantee of payment and not of collection.”

(e)           the following additional Section 2.06 shall be inserted at the end ofArticle II:

“2.06  *Several Obligation*. The obligations of ASM hereunder and theobligations of Sumitomo under its guarantee of Apex Metals Marketing’sobligations under the Borrower Concentrate Sales Agreement are several, and notjoint or joint and several.”

Section 4.08.          Consent to Increasein Service Fee. The Secured Partiesconsent to the amendment of the Borrower Management and Services Agreement toincrease in the management fee payable by the Borrower to the Service Companyunder such agreement from $125,000 per month to $450,000 per month, *provided that* the Borrower shall not pay the Service Companyany amount above $125,000 for any given month unless each of the conditionsspecified in Section 9.01(a) of the Common Security Agreement have beensatisfied with respect to the payment of such excess.

Section 4.09.          AMM Cross-Guaranteeand Security Agreement. Theprovisions of the AMM Cross-Guarantee and Security Agreement shall be amendedas follows:

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(a)           Section5.06(a)(iii) shall be amended by inserting after the words “TransferRestrictions Agreement” in the second line thereof the words “or the Sumitomo TransferRestrictions Agreement”;

(b)           Section5.14 shall be further amended by inserting after the words “or any other Personpermitted under the Transfer Restrictions Agreement” the words “or the SumitomoTransfer Restrictions Agreement, as applicable”; and

(c)           Section7.01(b) shall be amended in its entirety to read as follows:

“Any representation, warranty or statement confirmedor made by the Guarantor under any AMM Document or contained in anycertificate, statement, notice or other document provided to any Secured Partyunder or pursuant to any Financing Document to which it is a party shall havebeen incorrect in any material respect when made or deemed to be made or(except if stated to have been made solely as of an earlier date) repeated,provided that it shall not be a CGSA Default under this Section 7.01(b) if thefacts that resulted in an incorrect representation, warranty or statement are(i) corrected so that the incorrect representation, warranty or statementbecomes correct or (ii) otherwise addressed to the satisfaction of theAdministrative Agent acting on behalf of the Secured Parties, in each case within 30 days from the earlier of (x) receipt of written notice from theAdministrative Agent notifying the Guarantor of the incorrect representation,warranty or statement or (y) the date on which the Guarantor becomes aware ofsuch incorrect representation, warranty or statement;”.

**ARTICLE VCONDITIONS PRECEDENT**

Section 5.01.          Conditions Precedentto Reorganization. The provisionsof Article III 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 “ReorganizationEffective Date”), provided that such date occurs not later thanDecember 31, 2006:

(a)           Authorizations. The Administrative Agent and the CollateralAgent shall have received certified copies of (i) the OrganizationalDocuments of each of Apex Metals Marketing, Apex Silver Finance, SC MineralsSweden and Comercial Metales Blancos and (ii) Authorizations with respectto ASM, Apex Luxembourg, Apex Sweden, Apex Metals, Apex Metals Marketing, ApexSilver Finance, SC Minerals Sweden, Comercial Metales Blancos and the Borrowergiven to authorize the execution, delivery and performance by it of eachReorganization Document to which it is a party, and the performance by it ofits obligations hereunder and thereunder, as applicable.

48

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(b)           Incumbency and Signatures. The Administrative Agent and the CollateralAgent shall have received certificates of each of Apex Metals Marketing, ApexSilver Finance, SC Minerals Sweden and Comercial Metales Blancos in respect ofthe authority and incumbency, and containing a specimen signature, of each Personwho has signed or will sign each of this Agreement and the other ReorganizationDocuments to which it is a party, on its behalf, or who will, until replaced byanother Person or Persons duly authorized for that purpose, otherwise act asits representative for the purposes of signing documents in connection withsuch documents and the transactions contemplated hereby and thereby.

(c)           Pledges.

(i)    ApexLuxembourg shall have executed and delivered to the Collateral Agent and theAdministrative Agent a pledge agreement under New York law in the form ofAppendix A hereto of all of its right, title and interest in the Apex SilverFinance Shares as security in favor of the Secured Parties and shall havedelivered such shares to the Collateral Agent;

(ii)   Apex Swedenshall have executed and delivered to the Collateral Agent and theAdministrative Agent a pledge agreement under New York law in the form ofAppendix B hereto of all of its right, title and interest in the Apex MetalsMarketing Quotas as security in favor of the Secured Parties;

(iii)  Each of ApexSweden and Comercial Metales Blancos shall have (A) executed and delivered tothe Collateral Agent and the Administrative Agent a quota pledge under Swisslaw in the form of Appendix C and D hereto respectively of its respective ApexMetals Marketing quotas as security in favor of the Secured Parties and (B)made or caused to be made such filings, registrations or recordations and anyother actions as may be necessary to perfect such security interest in Switzerland;

(iv)  ComercialMetales Blancos shall have executed and delivered to the Collateral Agent andthe Administrative Agent a pledge agreement under New York law in the form ofAppendix E hereto of all of its right, title and interest in the Apex Metals MarketingQuotas as security in favor of the Secured Parties;

(v)   Apex Swedenshall have executed and delivered to the Collateral Agent and theAdministrative Agent a pledge agreement under New York law in the form ofAppendix F hereto of all of its right, title and interest in the ComercialMetales Blancos shares as security in favor of the Secured Parties; and

(vi)  Apex Swedenshall have executed and delivered to the Collateral Agent and theAdministrative Agent a pledge agreement under New York law in the form ofAppendix G hereto of all of its right, title and interest in the SC MineralsSweden shares as security in favor of the Secured Parties.

49

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(d)           Cross-Guaranteeand Security Agreement. ApexSilver Finance shall have executed and delivered to the Administrative Agentand the Collateral Agent a Cross-Guarantee and Security Agreement in the formof Appendix H hereto.

(e)           MandatoryMetals Hedge Agreements.

(i)    ApexLuxembourg shall have executed and delivered to the Collateral Agent and theAdministrative Agent novation agreements in the form of Appendix N-1 andAppendix N-2 hereto with respect to the transfer of all Mandatory Metals HedgeAgreements from Apex Metals to Apex Luxembourg;

(ii)   Apex SilverFinance shall have (A) executed and delivered to the Collateral Agent and theAdministrative Agent amended ISDA Master Agreement schedules in the form ofAppendices O-1 and O-2 hereto, (B) delivered to the Collateral Agent and theAdministrative Agent the confirmations under such agreements, and (C) executed novationagreements in the form of Appendices P-1 and P-2 hereto with respect to thetransfer of the Mandatory Metals Hedge Agreements from Apex Luxembourg to ApexSilver Finance;

(f)            Assignmentand Assumption Agreement.The Collateral Agent and the Administrative Agent shall have received theAssignment and Assumption Agreement substantially in the form of Appendix Ihereto;

(g)           Noticesof Assignment of Third Party Concentrate Sales Agreements. The Administrative Agent and the CollateralAgent shall have received evidence of the notice of the transfer of each ThirdParty Concentrate Sales Agreement and revised payment instructions.

(h)           FinancingStatements. The CollateralAgent shall have received evidence of the filing of all financing statementsunder the Uniform Commercial Code with respect to each of Apex Luxembourg, ApexSweden, Apex Metals Marketing, Apex Silver Finance, SC Minerals Sweden andComercial Metales Blancos in each jurisdiction in which such financingstatements are necessary or desirable to perfect the Liens created by theReorganization Documents to which it is a party.

(i)            Acceptance of Appointment of Agent for Service. The Collateral Agent and the AdministrativeAgent shall have received acceptances from CT Corporation System, located at111 Eighth Avenue, New York, New York 10011, agreeing to serve as theauthorized agent for service of process appointed in New York for each of ApexMetals Marketing and Apex Silver Finance.

(j)            Consentof PRI Insurers. TheAdministrative Agent shall have received from each PRI Provider a consent tothis Omnibus Amendment Agreement and the consummation of the transactionscontemplated hereby, in form and substance acceptable to the AdministrativeAgent.

(k)           BolivianDocuments. TheAdministrative Agent shall have received (i) a copy of the Amendment to the

50

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Bolivian Conditional Assignment with respect to theBorrower Concentrate Sales Agreement and (ii) evidence of registration in theBorrower’s Shareholder Registry Book and corresponding share title certificatesof the endorsement and transfer of shares of the Borrower to SC Minerals Swedensubject to the existing registered pledge thereof.

(l)            Paymentof Fees. The Borrower shallhave paid (i) to the Administrative Agent for the benefit of the Senior Lenders,the amendment fee agreed in the fee letter dated as of the date hereof from theAdministrative Agent to the Borrower (ii) to Barclays Bank PLC as Hedge Bankand BNP Paribas as Administrative Agent and Hedge Bank, the restructuring feesagreed in the respective fee letters dated as of the date hereof from BarclaysBank PLC and BNP Paribas, as applicable, to the Borrower, and (iii) to theAdministrative Agent and the Collateral Agent, all invoiced fees and expenses(including reasonable fees and disbursements of counsel to the AdministrativeAgent and the Collateral Agent) in respect of the transactions contemplated bythis Agreement.

(m)          LegalOpinions. Unless theAcquisition Effective Date is occurring concurrently with the ReorganizationEffective Date, the Administrative Agent and the Collateral Agent shall havereceived the legal opinions (dated as of the Restructuring Effective Date andaddressed to the Administrative Agent, the Collateral Agent, each Senior Lenderand each Hedge Bank) listed in clauses (i) through (vi) of Section 5.02(e)hereof.

(n)           ManagementServices Agreement. ApexMetals Marketing, Apex Silver Finance and Apex Silver Mines Corporation, aDelaware corporation, shall have executed and delivered to the AdministrativeAgent and the Collateral Agent the Apex Metals Marketing Management andServices Agreement in the form of Appendix Q attached hereto.

(o)           ConcentrateSale Agreement. Apex MetalsMarketing and the Borrower shall have executed and delivered to theAdministrative Agent and the Collateral Agent the Borrower Concentrate SalesAgreement in the form of Appendix R attached hereto.

(p)           Amendedand Restated Management Services Agreement. The Borrower and Apex Silver Mines Corporation shall have executedand delivered to the Administrative Agent and the Collateral Agent the Amendedand Restated Borrower Management Services Agreement in the form ofAppendix S hereto.

(q)           TaxReport. The AdministrativeAgent shall have received a report of PriceWaterhouseCoopers with respect tocertain tax implications of the transactions contemplated herein, in form andsubstance satisfactory to the Administrative Agent.

Section 5.02.          Conditions Precedentto Acquisition. The provisions ofArticle IV of this Agreement shall become effective on the date on whichall of the following conditions precedent have been satisfied in form andsubstance acceptable to (or shall have been waived by) each Secured Party (the “AcquisitionEffective Date”), provided that such date occurs not later thanDecember 31, 2006:

51

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(a)           Authorizations. The Administrative Agent and the CollateralAgent shall have received (i) certified copies of the Organizational Documentsof Sumitomo and (ii) a certificate of an Authorized Officer of Sumitomocertifying Sumitomo has duly approved and ratified pursuant to its internalregulations the execution, delivery and performance by it of each AcquisitionDocument to which it is a party, and the performance by it of its obligationsthereunder;

(b)           Incumbency and Signatures. The Administrative Agent and the CollateralAgent shall have received certificates of Sumitomo in respect of the authorityand incumbency, and containing a specimen signature, of each Person who hassigned or will sign each Acquisition Document to which it is a party, on its behalf,or who will, until replaced by another Person or Persons duly authorized forthat purpose, otherwise act as its representative for the purposes of signingdocuments in connection with such documents and the transactions contemplatedthereby.

(c)           AcquisitionDocuments.

(i)            Sumitomoshall have executed and delivered to the Collateral Agent and theAdministrative Agent (A) the Sumitomo Completion Agreement, in substantiallythe form attached as Appendix J hereto and (B) the Sumitomo Pledge and GuaranteeAgreement, in substantially the form attached as Appendix L hereto.

(ii)           Eachof Sumitomo, SC Minerals Sweden and Comercial Metales Blancos shall haveexecuted and delivered to the Collateral Agent and the Administrative Agent theSumitomo Transfer Restrictions Agreement, in substantially the form attached asAppendix K hereto.

(d)           Acceptance of Appointment of Agent for Service. The Collateral Agent and the AdministrativeAgent shall have received acceptances from CT Corporation System, located at111 Eighth Avenue, New York, New York 10011, agreeing to serve as theauthorized agent for service of process appointed in New York for Sumitomo, SCMinerals Sweden and Comercial Metales Blancos.

(e)           LegalOpinions. The AdministrativeAgent and the Collateral Agent shall have received the following legal opinionsdated as of the Acquisition Effective Date and addressed to the AdministrativeAgent, the Collateral Agent, each Senior Lender and each Hedge Bank (providedthat if the Reorganization Effective Date occurred prior to the AcquisitionEffective Date, the opinions listed below that were delivered on theReorganization Effective Date need not be reissued or redelivered on theAcquisition Effective Date):

(i)            Theopinion of Quintanilla & Soria Abogados, special Bolivian Counsel to theBorrower, in the form attached hereto as Appendix M-1;

(ii)           Theopinions of Walkers & Co., special Cayman Islands counsel to the Borrower,in the forms attached hereto as Appendix M-2-A and M-2-B;

52

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(iii)          Theopinion of Wistrand Advokatbyra, special Swedish counsel to the Borrower, inthe form attached hereto as Appendix M-3;

(iv)          Theopinion of SuterHowald, special Swiss counsel to the Borrower, in the formattached hereto as Appendix M-4; and

(v)           Theopinion of Davis Graham & Stubbs LLP, special counsel to the Borrower, inthe form attached hereto as Appendix M-5;

(vi)          Theopinion of Bonn Schmitt Steichen Avocate, special Luxembourg counsel to theBorrower, in the form attached hereto as Appendix M-8:

(vii)         Theopinion of Ito & Mitomi, special Japanese counsel to Sumitomo, in the formattached hereto as Appendix M-6; and

(viii)        Theopinion of Morrison & Foerster LLP, special New York counsel to Sumitomo,in the form attached hereto as Appendix M-7.

(f)            FinancingStatements. The CollateralAgent shall have received evidence of the filing of all financing statementsunder the Uniform Commercial Code with respect to Sumitomo in each jurisdictionin which such financing statements are necessary or desirable to perfect theLiens created by the Acquisition Documents to which it is a party.

**ARTICLE VIMISCELLANEOUS**

Section 6.01.          Notices. All notices and other communicationsprovided for herein shall be in writing and shall be delivered by hand, mail orovernight courier service, or sent by fax, to the address specified for suchparty in the Financing Documents to which it is a party.

Section 6.02.          Expenses. The Borrower shall be solely responsible forany and all out-of-pocket expenses, fees, charges, disbursements and any othercosts incurred by the each Agent, each Senior Lender, each Hedge Bank(including the reasonable fees of counsel to the Administrative Agent and tothe Collateral Agent) in connection with the negotiation, execution anddelivery of this Agreement and the transactions contemplated hereby, whichcosts shall be paid in full in cash in accordance with Section 15.14 of theCommon Security Agreement.

Section 6.03.          Counterparts;Integration. This Agreement may beexecuted in any number of counterparts and by different parties hereto onseparate counterparts, each of which shall constitute an original, but all ofwhich when taken together shall constitute one and the same instrument. ThisAgreement, together with the Financing Documents, constitute the entireagreement between and among the parties relating to the subject matter thereofand supersede any and all previous agreements and understandings, oral orwritten, relating to the subject 

53

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matterthereof. Delivery of an executed counterpart of a signature page to this Agreementby fax shall be effective as delivery of a manually executed counterpart ofthis Agreement.

Section 6.04.          Severability. Any provision of this Agreement held to beinvalid, illegal or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extent of such invalidity, illegality orunenforceability without affecting the validity, legality and enforceability ofthe remaining provisions hereof; and the invalidity of a particular provisionin a particular jurisdiction shall not invalidate such provision in any otherjurisdiction.

Section 6.05.          Governing Law;Jurisdiction; Service of Process; Etc.

(a)           Governing Law. This Agreement shall be governed by andconstrued in accordance with the laws of the State of New York.

(b)           Submission to Jurisdiction. Each party to this Agreement herebyirrevocably agrees, for the benefit of each other party hereto, that any legalaction, suit or proceeding against it with respect to its obligations,liabilities or any other matter under or arising out of or in connection withthis Agreement or any judgment entered by any court in respect thereof may bebrought in any Federal or State court located in the Borough of Manhattan, theCity of New York (including the Supreme Court of the State of New York sittingin New York County and the United States District Court for the SouthernDistrict of New York), and any appellate court from any thereof; and each partyhereby irrevocably accepts and submits to the non-exclusive jurisdiction ofeach such court with respect to any such suit, action, proceeding or judgmentand hereby further waives and agrees not to plead or claim in any such courtthat any such suit, action or proceeding brought therein has been brought in aninconvenient forum. Each party to this Agreement further submits, for thepurpose of any such suit, action, proceeding or judgment brought or renderedagainst it, to the appropriate courts of the jurisdiction of its domicile.

(c)           Other Service. Nothing herein shall in any way be deemedto limit the ability of the any party hereto to serve any such writs, processor summonses in any other manner permitted by applicable law or to obtainjurisdiction over any other party in such other jurisdictions, and in suchmanner, as may be permitted by applicable law.

Section 6.06.          WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THEFULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY INANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THISAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,TORT OR ANY OTHER THEORY).

Section 6.07.          Headings. Article and Section headings and the Tableof Contents used herein are for convenience of reference only, are not part ofthis Agreement and shall not affect the construction of, or be taken intoconsideration in interpreting, this Agreement.

Section 6.08.          Waivers; Amendment. None of the terms or provisions of thisAgreement may be waived, amended, supplemented or otherwise modified withoutthe consent of each of the parties hereto.

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Section 6.09.          Successors andAssigns. This Agreement shall bebinding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns permitted hereby and by the FinancingDocument or the Mandatory Metals Hedge Agreements. Nothing in this Agreement,expressed or implied, shall be construed to confer upon any Person, other thanthe parties hereto and their respective successors and assigns permittedhereby, any legal or equitable right, remedy or claim under or by reason ofthis Agreement.

Section 6.10.          Limited Agreement. The amendments, waivers and consents setforth in this Agreement are limited in effect, shall apply only as expresslyset forth herein and shall not constitute or be deemed to be an amendment orwaiver of any other provision of, or a consent to any action limited by, anyFinancing Document, each of which shall remain in full force and effect and arehereby ratified and confirmed in all respects.

Section 6.11.          Authorizations.

(a)           Eachof 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, and authorizes and directs the Collateral Agent (a)on the Reorganization Effective Date, to release to ASM the Service CompanyShares and the Apex Metals Quotas held by the Collateral Agent and (b) on theAcquisition Effective Date, to release to ASM the balance of the ContingentSupport Account on such date as contemplated in Section 4.02 hereof.

(b)           Eachof Apex Luxembourg, Apex Sweden and each of the Secured Parties hereby consentsto the termination and release of (i) the pledge of 35% of the Apex SilverFinance Shares executed and delivered in accordance with Section 5.01(c)(i)hereof, (ii) the pledge of 100% of the SC Minerals Sweden Shares executed anddelivered in accordance with 5.01(c)(vi) hereof and (iii) the pledge of 100% ofthe Comercial Metales Blancos Shares executed and delivered in accordance withSection 5.01(c)(v) hereof, concurrently with the pledge of such shares bySumitomo under the Sumitomo Pledge and Guarantee Agreement.

 

[The remainder of this pageintentionally left blank]

55

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INWITNESS WHEREOF, the parties hereto have caused this Omnibus AmendmentAgreement to be duly executed by their respective authorized officers as of theday and year first above written.

 
|        | MINERA SAN CRISTÓBAL, S.A. |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | By:                             | /s/ Jeffrey Clevenger |
|   |                            | Name: Jeffrey Clevenger |
|   |                            | Title: Director |
|   |                            |   |
|   |                            |   |
|   | APEX SILVER MINES LIMITED       |
|   |                            |   |
|   |                            |   |
|   | By:                             | /s/ Gerald Malys |
|   |                            | Name: Gerald Malys |
|   |                            | Title: Chief Financial Officer |
|   |                            |   |
|   |                            |   |
|   | APEX SILVER MINES SWEDEN AB     |
|   |                            |
|   |                            |
|   | By:                             | /s/ Marcel DeGuire |
|   |                            | Name: Marcel DeGuire |
|   |                            | Title: Director |

 

----

 
|        | APEX LUXEMBOURG S.A. R.L. |
|--------|---------------------------|
|   |                      |
|   |                      |
|   | By:                       | /s/ Gerald Malys |
|   |                      | Name: Gerald Malys |
|   |                      | Title: Manager |
|   |                      |   |
|   |                      |   |
|   | APEX METALS GMBH          |
|   |                      |
|   |                      |
|   | By:                       | /s/ Marcel DeGuire |
|   |                      | Name: Marcel DeGuire |
|   |                      | Title: Managing Officer |
|   |                      |   |
|   |                      |   |
|   | APEX SILVER FINANCE LTD.  |
|   |                      |
|   |                      |
|   | By:                       | /s/ Robert Vogels |
|   |                      | Name: Robert Vogels |
|   |                      | Title: Vice President |

 

S-2

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|        | APEX METALS MARKETING GmbH                                          |
|--------|---------------------------------------------------------------------|
|   |                                                                |
|   |                                                                |
|   | By:                                                                 | /s/ Marcel DeGuire |
|   |                                                                | Name: Marcel DeGuire |
|   |                                                                | Title: Managing Officer |
|   |                                                                |   |
|   |                                                                |   |
|   | GOTLEX  LAGERAKTIEBOLAG nr. 451,  organizational number 556702-1083 |
|   |                                                                |
|   |                                                                |
|   | By:                                                                 | /s/ Gerald Malys |
|   |                                                                | Name: Gerald Malys |
|   |                                                                | Title: Director |
|   |                                                                |   |
|   |                                                                |   |
|   | COMERCIAL METALES BLANCOS AB                                        |
|   |                                                                |
|   |                                                                |
|   | By:                                                                 | /s/ Gerald Malys |
|   |                                                                | Name: Gerald Malys |
|   |                                                                | Title: Director |

 

S-3

----

 
|        | BNP PARIBAS                |
|--------|----------------------------|
|   | as Administrative Agent    |
|   |                       |
|   | By:                        | /s/ Jeffrey Stufsky |
|   |                       | Name: Jeffrey Stufsky |
|   |                       | Title: Managing Director |
|   |                       |   |
|   | By:                        | /s/ Greg Caione |
|   |                       | Name: Greg Caione |
|   |                       | Title: Director |
|   |                       |   |
|   |                       |   |
|   | BARCLAYS CAPITAL           |
|   | as Technical Agent         |
|   |                       |
|   |                       |
|   | By:                        | /s/ Colin Hall |
|   |                       | Name: Colin Hall |
|   |                       | Title: Manager |
|   |                       |   |
|   |                       |   |
|   | JPMORGAN CHASE BANK, N.A., |
|   | as Collateral Agent        |
|   |                       |
|   | By:                        | /s/ Lucia Jaklitsch |
|   |                       | Name: Lucia Jaklitsch |
|   |                       | Title: Vice President |

 

S-4

----

 
|        | JPMORGAN CHASE BANK, N.A.,          |
|--------|-------------------------------------|
|   | as Securities  Intermediary         |
|   |                                |
|   |                                |
|   | By:                                 | /s/ Lucia Jaklitsch |
|   |                                | Name: Lucia Jaklitsch |
|   |                                | Title: Vice President |
|   |                                |   |
|   |                                |   |
|   | CORPORACIÓN ANDINA DE FOMENTO, |
|   | as a Senior Lender                  |
|   |                                |
|   |                                |
|   | By:                                 | /s/ Luis Enrique Berribeitia |
|   |                                | Name: Luis Enrique Berribeitia |
|   |                                | Title: Acting Executive President |
|   |                                |   |
|   |                                |   |
|   | BARCLAYS BANK PLC,                  |
|   | as a Senior Lender                  |
|   |                                |
|   |                                |
|   | By:                                 | /s/ Colin Hall |
|   |                                | Name: Colin Hall |
|   |                                | Title: Manager |

 

S-5

----

 
|        | BNP PARIBAS,                                                          |
|--------|-----------------------------------------------------------------------|
|   | as a Senior Lender                                                    |
|   |                                                                  |
|   |                                                                  |
|   | By:                                                                   | /s/ Jeffrey Stufsky |
|   |                                                                  | Name: Jeffrey Stufsky |
|   |                                                                  | Title: Managing Director |
|   |                                                                  |   |
|   | By:                                                                   | /s/ Greg Caione |
|   |                                                                  | Name: Greg Caione |
|   |                                                                  | Title: Director |
|   |                                                                  |   |
|   |                                                                  |   |
|   | AUSTRALIA AND  NEW ZEALAND BANKING  GROUP LIMITED, as a Senior Lender |
|   |                                                                  |
|   |                                                                  |
|   | By:                                                                   | /s/ John W. Wade |
|   |                                                                  | Name: John W. Wade |
|   |                                                                  | Title: Director |
|   |                                                                  |   |
|   |                                                                  |   |
|   | KFW,                                                                  |
|   | as a Senior Lender                                                    |
|   |                                                                  |
|   |                                                                  |
|   | By:                                                                   | /s/ Wolfgang Behler |
|   |                                                                  | Name: Wolfgang Behler |
|   |                                                                  | Title: First Vice President |
|   |                                                                  |   |
|   |                                                                  |   |
|   | By:                                                                   | /s/ Dirk Sindermann |
|   |                                                                  | Name: Dirk Sindermann |
|   |                                                                  | Title: Vice President |

 

S-6

----

 
|        | NATEXIS BANQUES POPULAIRES,                                    |
|--------|----------------------------------------------------------------|
|   | as a Senior Lender                                             |
|   |                                                           |
|   |                                                           |
|   | By:                                                            | /s/ Amit Roy |
|   |                                                           | Name: Amit Roy |
|   |                                                           | Title: Vice President |
|   |                                                           |   |
|   |                                                           |   |
|   | By:                                                            | /s/ Robert Park |
|   |                                                           | Name: Robert Park |
|   |                                                           | Title: Associate |
|   |                                                           |   |
|   |                                                           |   |
|   | CATERPILLAR  FINANCIAL SERVICES (UK)  LTD., as a Senior Lender |
|   |                                                           |
|   |                                                           |
|   | By:                                                            | /s/ Robert Prandota |
|   |                                                           | Name: Robert Prandota |
|   |                                                           | Title: Credit & Operations Manager |
|   |                                                           |   |
|   |                                                           |   |
|   | N M ROTHSCHILD & SONS LIMITED,                             |
|   | as a Senior Lender                                             |
|   |                                                           |
|   |                                                           |
|   | By:                                                            | /s/ George Pyper |
|   |                                                           | Name: George Pyper |
|   |                                                           | Title: Assistant Director |
|   |                                                           |   |
|   |                                                           |   |
|   | By:                                                            | /s/ Christopher Coleman |
|   |                                                           | Name: Christopher Coleman |
|   |                                                           | Title: Managing Director |

 

S-7

----

 
|        | EXPORT DEVELOPMENT CANADA, |
|--------|----------------------------|
|   | as a Senior Lender         |
|   |                       |
|   |                       |
|   | By:                        | /s/ Isha Aggarwal |
|   |                       | Name: Isha Aggarwal |
|   |                       | Title: Asset Management |
|   |                       |   |
|   |                       |   |
|   | By:                        | /s/ Howard Clysdale |
|   |                       | Name: Howard Clysdale |
|   |                       | Title: Portfolio Manager |
|   |                       |   |
|   |                       |   |
|   | FORTIS CAPITAL CORP.,      |
|   | as a Senior Lender         |
|   |                       |
|   |                       |
|   | By:                        | /s/ Trond Rokholt |
|   |                       | Name: Trond Rokholt |
|   |                       | Title: Managing Director |
|   |                       |   |
|   |                       |   |
|   | By:                        | /s/ Darrel Ho |
|   |                       | Name: Darrel Ho |
|   |                       | Title: Vice President |

 

S-8

----

 
|        | NORDKAP BANK AG,                    |
|--------|-------------------------------------|
|   | as a Senior Lender                  |
|   |                                |   |
|   |                                |   |
|   | By:                                 | /s/ Stefan Peria |
|   |                                | Name: Stefan Peria |
|   |                                | Title: CIO |
|   |                                |   |
|   |                                |   |
|   | By:                                 | /s/ Kershin Rotter |
|   |                                | Name: Kershin Rotter |
|   |                                | Title |
|   |                                |   |
|   |                                |   |
|   | RMB INTERNATIONAL (DUBLIN) LIMITED, |
|   | as a Senior Lender                  |
|   |                                |
|   |                                |
|   | By:                                 | /s/ Stephen Peters |
|   |                                | Name: Stephen Peters |
|   |                                | Title: Authorised Signatory |
|   |                                | RMB International  (Dublin) Ltd. |
|   |                                |   |
|   |                                |
|   | By:                                 | /s/ Derek Coetzee |
|   |                                | Name: Derek Coetzee |
|   |                                | Title: Authorised Signatory |
|   |                                | RMB International  (Dublin) Ltd. |

 

S-9

----

 
|        | BARCLAYS BANK PLC, |
|--------|--------------------|
|   | as a Hedge Bank    |
|   |               |
|   |               |
|   | By:                | /s/ Colin Hall |
|   |               | Name: Colin Hall |
|   |               | Title: Manager |
|   |               |   |
|   |               |   |
|   | BNP PARIBAS,       |
|   | as a Hedge Bank    |
|   |               |
|   |               |
|   | By:                | /s/ Christopher Taylor |
|   |               | Name: Christopher Taylor |
|   |               | Title: Vice President/Derivatives Credit |
|   |               |   |
|   |               |   |
|   | By:                | /s/ Dora Sung |
|   |               | Name: Dora Sung |
|   |               | Title: Managing Director |
|   |               | BNP Paribas/CIT Group |

 

S-10

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