**Exhibit10.3**

**ExecutionVersion**

MSC SHAREHOLDERS AGREEMENT

Entered into as of September 25, 2006

among

APEX SILVER MINES SWEDEN AB,

APEX LUXEMBOURG S.À R.L.,

GOTLEX LAGERAKTIEBOLAG nr 451 (organization number556702-1083),

and

MINERA SAN CRISTÓBAL, S.A.

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**TABLE OFCONTENTS**
|                                                 | ** ** | ** **                                                                                                          | ** ** | **Page** |
|-------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------|------------|----------|
|                                            |       |                                                                                                                |
| ARTICLE I DEFINITIONS                           |       | 2                                                                                                         |
|                                            |       |                                                                                                                |       |     |
| ARTICLE II MANAGEMENT OF MSC                    |       | 22                                                                                                                  |
| Section 2.1                                     |       | Shareholders Meetings.                                                                                              |       | 22       |
| Section 2.2                                     |       | Board; Sindicos.                                                                                                    |       | 25       |
| Section 2.3                                     |       | Significant Matters.                                                                                                |       | 34       |
| Section 2.4                                     |       | Deadlock on Significant Matters                                                                                     |       | 38       |
| Section 2.5                                     |       | Management                                                                                                          |       | 38       |
| Section 2.6                                     |       | Indemnification of Directors, Officers, and Sindicos                                                                |       | 39       |
| Section 2.7                                     |       | Finance and Operating Committee.                                                                                    |       | 40       |
|                                            |       |                                                                                                                |       |     |
| ARTICLE III PROGRAM AND BUDGETS                 |       | 42                                                                                                                  |
| Section 3.1                                     |       | Initial Program and Budget                                                                                          |       | 42       |
| Section 3.2                                     |       | Annual Program and Budget                                                                                           |       | 42       |
| Section 3.3                                     |       | Deadlock on Proposed Program and Budgets                                                                            |       | 43       |
| Section 3.4                                     |       | Put Right                                                                                                           |       | 43       |
| Section 3.5                                     |       | Overruns; Emergencies                                                                                               |       | 45       |
| Section 3.6                                     |       | Termination of Certain ARTICLE III Rights                                                                           |       | 45       |
|                                            |       |                                                                                                                |       |     |
| ARTICLE IV FINANCING OF MSC                     |       | 46                                                                                                                  |
| Section 4.1                                     |       | No Obligation                                                                                                       |       | 46       |
| Section 4.2                                     |       | Funding for the Project through the Commercial  Operations Date                                                     |       | 46       |
| Section 4.3                                     |       | Post-Commercial Operations Funding                                                                                  |       | 47       |
| Section 4.4                                     |       | Additional Funding Mechanics                                                                                        |       | 48       |
|                                            |       |                                                                                                                |       |     |
| ARTICLE V TRANSFERS                             |       | 57                                                                                                                  |
| Section 5.1                                     |       | General Restrictions on Sales and Pledges; Legend;  Effect of Sales and Pledges Not in Accordance with This Article |       | 57       |
| Section 5.2                                     |       | Certain Restrictions on Sales and Pledges                                                                           |       | 58       |
| Section 5.3                                     |       | Sales to Third Parties; Right of First Refusal                                                                      |       | 62       |
| Section 5.4                                     |       | Sales to Third Parties; Right of First Offer                                                                        |       | 64       |
|                                            |       |                                                                                                                |       |     |
| ARTICLE VI DEFAULTS                             |       | 67                                                                                                                  |
| Section 6.1                                     |       | Default Notice                                                                                                      |       | 67       |
| Section 6.2                                     |       | Procedure                                                                                                           |       | 67       |
| Section 6.3                                     |       | Bankruptcy of a Sponsor                                                                                             |       | 69       |
|                                            |       |                                                                                                                |       |     |
| ARTICLE VII ADDITIONAL COVENANTS AND AGREEMENTS |       | 67                                                                                                                  |
| Section 7.1                                     |       | Amendment of Estatutos; Further Assurances                                                                          |       | 72       |
| Section 7.2                                     |       | Notice to MSC                                                                                                       |       | 72       |
| Section 7.3                                     |       | Business of MSC                                                                                                     |       | 73       |
| Section 7.4                                     |       | Offices                                                                                                             |       | 73       |
| Section 7.5                                     |       | Access to Information                                                                                               |       | 73       |
|                                                 |            |                                                                                                                     |            |          |  |  |

 

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| Section 7.6                       |   | Confidentiality                |   | 74     |
|-----------------------------------|--------|--------------------------------|--------|--------|
| Section 7.7                       |   | Distribution of Available Cash |   | 75     |
| Section 7.8                       |   | Compliance with Law.           |   | 76     |
| Section 7.9                       |   | Sumitomo Exploration           |   | 76     |
|                              |   |                           |   |   |
| ARTICLE VIII TERM AND TERMINATION |   | 79                             |
| Section 8.1                       |   | Term                           |   | 79     |
| Section 8.2                       |   | Termination                    |   | 79     |
| Section 8.3                       |   | Survival                       |   | 79     |
|                              |   |                           |   |   |
| ARTICLE IX MISCELLANEOUS          |   | 79                             |
| Section 9.1                       |   | Entire Agreement               |   | 79     |
| Section 9.2                       |   | Governing Law                  |   | 79     |
| Section 9.3                       |   | Dispute Resolution             |   | 79     |
| Section 9.4                       |   | Limitation on Damages          |   | 79     |
| Section 9.5                       |   | Headings                       |   | 80     |
| Section 9.6                       |   | Notices                        |   | 80     |
| Section 9.7                       |   | Severability                   |   | 81     |
| Section 9.8                       |   | Amendment; Waiver              |   | 81     |
| Section 9.9                       |   | Assignment and Binding Effect  |   | 81     |
| Section 9.10                      |   | No Benefit to Others           |   | 81     |
| Section 9.11                      |   | Counterparts                   |   | 81     |
| Section 9.12                      |   | Interpretation.                |   | 82     |
| Section 9.13                      |   | Rules of Construction          |   | 82     |
| Section 9.14                      |   | No Partnership                 |   | 83     |

 
| Schedule A |   |  Total Project  Investment          |
|------------|--------|------------------------------------------|
| Schedule B |   |  Open  Properties Map               |
|       |   |                                     |
| Exhibit A  |   | Form of Estatutos                        |
| Exhibit B  |   | Form of Defaulting Shareholder Loan Note |
| Exhibit C  |   | Form of Defaulting MSC Loan Note         |

 

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**MSC SHAREHOLDERS AGREEMENT**

This MSC Shareholders Agreement is entered into as ofSeptember 25, 2006, by and among

**APEX SILVER MINES SWEDEN AB**, a *privat aktiebolag* duly organized and validly existing underthe Laws of the Kingdom of Sweden (“Apex Sweden”), with its registeredoffice at c/o Accurate Accounting AB, Drakegatan 7, SE-412 50 Göteborg, Sweden;

**APEX LUXEMBOURG S.À R.L.**, a *société à responsabilité limitée*duly organized and validlyexisting under the Laws of the Grand Duchy of Luxembourg (“Apex Luxembourg”),with its registered office at 73, Côte d’Eich, L-1450 Luxembourg, registeredwith the Luxembourg Register of Commerce (*Registre de Commerce etdes Sociétés du Grand-Duché de Luxembourg*) under number B 110 956;

**GOTLEX LAGERAKTIEBOLAG nr. 451**,organization number 556702-1083, a *privat aktiebolag*duly organized and validly existing under the Laws of the Kingdom of Sweden (“NewSweden 1”), with its registered office at c/o Wistrand Advokatbyra, LillaBommen 1, 411 04 Göteborg, Sweden; and

**MINERA SAN CRISTÓBAL, S.A.**, a *sociedad anónima* organized under the Laws of Bolivia (“MSC”),with domicile at the city of Potosi, Bolivia, with register of commerce number13681.

Apex Sweden, Apex Luxembourg, New Sweden 1, and MSC(together with their respective successors and permitted assigns, as well asany Person that otherwise becomes a party hereto in accordance with theprovisions hereof) are sometimes referred to herein individually as a “Party”and collectively as the “Parties.” Capitalized terms used and not otherwise defined in this Agreement havethe respective meanings ascribed thereto in ARTICLE I.

**RECITALS**

A.            Apex Sweden owns, beneficially and of record,13,983,846 Shares representing approximately 65% of the issued andoutstanding share capital of MSC.  ApexLuxembourg owns, beneficially and of record, one Share of the issued andoutstanding share capital of MSC.  ApexSweden is the holder of the Apex Sweden MSC Subordinated Note.

B.            New Sweden 1 owns, beneficially and of record,7,529,763 Shares representing 35% of the issued and outstanding sharecapital of MSC.  New Sweden 1 is theholder of the New Sweden 1 MSC Subordinated Note.

C.            MSC owns and is developing the San Cristóbal silver,zinc, and lead mine in Bolivia.

D.            The Shareholders desire to enter into this Agreement forthe purpose of recording their mutual agreement on the financing, operation,and management of MSC, and their mutual rights and obligations relative to MSCand, through MSC, to the Project.

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E.             The Shareholders and MSC desire to enter into thisAgreement to establish certain rights, responsibilities, and obligations by andamong themselves.

**AGREEMENT**

In consideration of themutual promises, covenants, and agreements set forth herein, the ParentGuarantees, and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the Parties hereby agree asfollows:

**ARTICLEIDEFINITIONS**

For purposes of this Agreement, the following termsshall have the following meanings:

“Additional Funds” has the meaning specified inSection 4.4(a)(i).

“Additional Post-Commercial Operations Funds”has the meaning specified in Section 4.3(a).

“Additional Pre-Commercial Operations Funds”has the meaning specified in Section 4.2(b).

“Affiliate” means, with respect to any Person,any other Person that directly, or indirectly through one or moreintermediaries, Controls, is Controlled by, or is under common Control with,the Person in question.

“Affiliated New Cayman Shareholders” has themeaning specified in Section 5.2(d)(ii).

“Affiliated Quotaholders” has the meaningspecified in Section 5.2(d)(i).

“Agreement” means this MSC ShareholdersAgreement (including the Exhibits and Schedules attached hereto).

“Alternative Shareholder Loan Notice” has themeaning specified in Section 4.4(a)(iii).

“Alternative Shareholder Capital ContributionNotice” has the meaning specified in Section 4.4(b)(iii).

“Apex” means Apex Silver Mines Limited, anexempted company limited by shares organized under the laws of the CaymanIslands.

“Apex Change of Control” means (a) anymerger or consolidation of Apex with or into any person, or any sale, transfer,or other conveyance of all or substantially all of Apex’s assets, on aconsolidated basis, in one transaction or a series of related transactions shallhave occurred after the date hereof, if either (i) immediately aftergiving effect to such transaction or transactions, any person or group is orbecomes the beneficial owner of more than 50% of the aggregate voting power ofall outstanding classes of voting securities of the resulting, surviving, 

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or transferee Entity, orApex, as applicable, in elections for directors of the resulting, surviving, ortransferee Entity, or Apex, as applicable, or (ii) the voting power of alloutstanding classes of voting securities of Apex in elections for directors ofApex immediately prior to such transaction or transactions ceases to representmore than 50% of the aggregate voting power of all outstanding classes ofvoting securities of the resulting, surviving, or transferee Entity, or Apex,as applicable, in elections of directors of the resulting, surviving, ortransferee Entity, or Apex, as applicable, immediately after giving effect tosuch transaction or transactions; (b) any Person or group is or becomesthe beneficial owner of more than 50% of the aggregate voting power of alloutstanding classes of voting securities of Apex in elections for directors ofApex; or (c) the adoption of a plan relating to the liquidation ordissolution of Apex in a Bankruptcy of Apex; if as a result of or at any timefollowing the occurrence of an event described in clause (a) or (b) of thisdefinition, a majority of the members of the board of directors of theresulting, surviving, or transferee Entity, or Apex, as applicable, are notContinuing Directors.  For purposes ofthis “Apex Change of Control” definition, (i) ”beneficial owner”shall be determined in accordance with Rule 13d-3 and Rule 13d-5 of theCommission under the Exchange Act; (ii) ”person” or “group”have the meanings given to them for purposes of Sections 13(d) and 14(d)of the Exchange Act, and the term “group” includes any group acting for thepurpose of acquiring, holding, or disposing of securities within the meaning ofRule 13d-5(b)(1) of the Commission under the Exchange Act; (iii) ”ExchangeAct” means the U.S. Securities Exchange Act of 1934, as amended; and(iv) ”Continuing Director” means any member of the board ofdirectors of the resulting, surviving, or transferee Entity, or Apex, asapplicable, who (A) was a member of the board of directors of Apex on thedate hereof or (B) was nominated for election or elected to the board ofdirectors of Apex with the approval of a majority of the members of the boardof directors of Apex, who were members of the board of directors of Apex on thedate hereof or who were nominated for election or elected to the board ofdirectors of Apex in accordance with this clause (B).

“Apex Control Group” means Apex and itswholly-owned Subsidiaries.

“Apex Director” means any member of the Boardnominated by one or more of the Apex Shareholders in accordance with Section2.2(c) (including any alternate director therefor).

“Apex Election Notice” has the meaningspecified in Section 7.9(e).

“Apex Election Period” has the meaning specifiedin Section 7.9(e).

“Apex Guaranty” means that certain ApexGuaranty, dated as of the date hereof, made by Apex in favor of New Sweden 1,New Sweden 2, and Sumitomo in the form of Exhibit C to the Purchase andSale Agreement.

“Apex Indirect Interests” means any equityinterests in or Indebtedness of any of the Subsidiaries of Apex that areInterestholders or that own, directly or indirectly, equity interests in orIndebtedness of any of the Subsidiaries of Apex that are Interestholders.

“Apex Interestholders” means (a) the ApexShareholders and (b) each member of the Apex Control Group that(i) is or becomes the owner of Interests and (ii) is or has become aParty pursuant to the terms of this Agreement.

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“Apex Interests” has the meaning specified inSection 6.3(c).

“Apex Luxembourg” has the meaning specified inthe preamble.

“Apex Member” has the meaning specified inSection 2.7(a).

“Apex Shareholders” means (a) Apex Swedenand Apex Luxembourg, and (b) each member of the Apex Control Group that(i) is or becomes the owner of Shares and (ii) is or has become aParty pursuant to the terms of this Agreement.

“Apex Sindico” means any Sindico of MSCnominated by one or more of the Apex Shareholders in accordance with Section2.2(c).

“Apex Sponsor Default Cure Notice” has themeaning specified in Section 6.3(b).

“Apex Sweden” has the meaning specified in thepreamble.

“Apex Sweden MSC Subordinated Debt” meansIndebtedness of MSC to Apex Sweden evidenced by that certain SubordinatedPromissory Note, dated as of September 25, 2006, made by MSC in favor ofApex Sweden in the original principal amount of US$27,495,378 (the “ApexSweden MSC Subordinated Note”).

“ASC Bolivia” means ASC Bolivia LDC (SucursalBolivia), the branch, existing under the Laws of Bolivia, with domicile atCalle Campos N° 265, La Paz, Bolivia and with register of commerce number13961, of ASC Bolivia LDC, an exempted limited duration company organized underthe Laws of the Cayman Islands, British West Indies, with its registered officeat Walker House, Mary Street, George Town, Grand Cayman, Cayman Islands,British West Indies.

“Available Cash” means, for each fiscal year,as determined quarterly by the unaudited financial statements of MSC and itsSubsidiaries, the Revenues received during such period, minus(a) the operating costs and expenses (which shall not include theSubordinated Management Fee) and capital expenditures of MSC and itsSubsidiaries paid during such period, including all costs and expenses for theoperation, maintenance, and protection of their respective assets andproperties, but excluding all costs and expenses such as depreciation ordepletion that do not represent cash outlays; (b) payments of principaland interest on any Indebtedness owed to any Person other than any Shareholderor any Affiliate of any Shareholder (excluding New Metals and New Cayman, ifapplicable) paid by MSC and its Subsidiaries during such period; (c) Taxesassessed against or imposed on MSC or any of its Subsidiaries or any of theirrespective assets or properties and paid by MSC or any of its Subsidiariesduring such period, but excluding any such Taxes to the extent that reservestherefor were set aside pursuant to clause (d) of this definition during anyprior period; and (d) any amounts that the Board reasonably determines areprudent to set aside as cash reserves to assure that MSC and its Subsidiarieshave adequate funds on hand to timely pay the items described in clauses (a),(b), and (c) of this definition and any other items provided for by theapplicable Program and Budget with respect to future periods.

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“Bankruptcy” means, with respect to any Person,(a) (i) the commencement or institution by such Person of anyproceeding under any reorganization, arrangement, adjustment of debt, relief ofdebts, insolvency, bankruptcy, discontinuance, winding up, dissolution,liquidation or similar Law; (ii) the seeking by such Person of any orderfor the appointment of a receiver, trustee, or other such official for it orall or a substantial part of its property; or (iii) the making by suchPerson of a general assignment for the benefit of its creditors; or(b) the commencement or institution against such Person without itsapplication or consent, in any court of competent jurisdiction, (i) seekingany order for relief under any reorganization, arrangement, adjustment of debt,relief of debts, insolvency, bankruptcy, discontinuance, winding up,dissolution, liquidation or similar Law; or (ii) seeking any order for theappointment of a receiver, trustee, or other such official for it or all or asubstantial part of its property, in each case of clause (b)(i) and (b)(ii),where such proceeding shall continue undismissed, or an order, Judgment, ordecree approving or ordering any of the foregoing shall be entered and continueunstayed and in effect, for a period of 60 days or more.

“Big Four Auditing Firms” meansPricewaterhouseCoopers, Deloitte Touche Tohmatsu, Ernst & Young, and KPMGincluding any of their respective affiliated or associated auditing firms.

“Board” means the Board of Directors of MSC.

“Bolivia” means the Republic of Bolivia.

“Bolivian Corporations Law” means the BolivianCode of Commerce enacted by Law Decree No. 14379 dated February 25, 1977.

“Bolivianos” or “Bs.” means Bolivianos,the lawful currency of Bolivia.

“Business Day” means any day other thanSaturday, Sunday, and a day on which banks in New York, New York, U.S.A. orTokyo, Japan are required or permitted to close.

“Chairman” has the meaning specified in Section2.2(d).

“Commercial Operations” means the Project’snormal commercial operations in accordance with the then-current approvedProgram and Budget, including the mining, crushing, and milling of ore and theshipment of concentrates, as confirmed by the occurrence of the latest of (i)the successful completion of the Fourteen Day Throughput Test (as defined inthe EPCM Contract), (ii) Commercial Operation (as defined in the RailTransportation Agreement), (iii) the Commercial Operation Date (as defined inthe Port Agreement), (iv) Power Operation (as defined in the Transmission LineAgreement), and (v) the date 90 days after MSC shall have receivedprovisional payment in respect of shipped concentrates aggregating at least10,000 tonnes each of lead concentrates and zinc concentrates.

“Commercial Operations Date” means the date onwhich Commercial Operations commence.

“Commission” means the U.S. Securities andExchange Commission.

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“Commodity Hedge Instrument” means any forwardpurchase, forward sale, put option, synthetic put option, call option, collar,or any other arrangement relating to commodities entered into by a Person tohedge such Person’s exposure to or to speculate on commodity prices.

“Common Security Agreement” means that certainCommon Security Agreement, dated as of December 1, 2005, among MSC, ApexSweden, Apex Luxembourg, Old Metals, BNP Paribas, Barclays Capital, CorporaciónAndina de Fomento, JPMorgan Chase Bank, N.A., the senior lenders party thereto,and the hedge banks party thereto, as amended by the Omnibus AmendmentAgreement.

“Consolidated Loan” has the meaning specifiedin Section 4.4(a)(iii).

“Consolidated Loan Contribution Notice” has themeaning specified in Section 4.4(a)(iv).

“Contract” means any note, bond, indenture,debenture, security agreement, trust agreement, mortgage, lease, contract,license, franchise, permit, guaranty, joint venture agreement, or otheragreement, instrument, commitment, or obligation, whether oral or written.

“Contribution Alternative Funding” has themeaning specified in Section 4.4(b)(iii)(C).

“Control” means the ability to direct or causethe direction (whether through the ownership of voting securities, by contract,or otherwise) of the management and policies of a Person or to control (whetheraffirmatively or negatively and whether through the ownership of votingsecurities, by contract, or otherwise) the decision of such Person to engage inthe particular conduct at issue.  APerson shall be rebuttably presumed to control an Entity if such Person owns,directly or indirectly through one or more intermediaries, (a) sufficientshares of stock or other equity interests of such Entity to allow such Person,under ordinary circumstances, to elect or direct the election of a majority ofthe members of the board of directors or other governing body of such Entity,or (b) shares of stock or other equity interests of such Entityrepresenting, in the aggregate, more than 50% of the aggregate outstandingeconomic interests in such Entity.  Theterm “Controlled” has a meaning correlative to that of Control.

“Control Group” means either the Apex ControlGroup or the Sumitomo Control Group, as applicable.

“Conversion Date” has the meaning specified inSection 4.4(a)(iv).

“Conversion Price” has the meaning specified inSection 4.4(a)(v).

“CSA Penalty Subscription Price” has themeaning specified in Section 4.2(d).

“Cure Period” has the meaning specified inSection 6.2(a).

“deadlock” has the meaning specified in Section2.4(a).

“Deadlock Meeting” has the meaning specified inSection 2.4(a).

“Deadlock Notice” has the meaning specified inSection 3.3(b).

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“December 31, 2005 Reserves” has the meaningspecified in Section 3.4(b).

“Default Notice” has the meaning specified inSection 6.1.

“Defaulting Capital Contribution” has themeaning specified in Section 6.1.

“Defaulting MSC Loan” has the meaning specifiedin Section 6.1.

“Defaulting MSC Loan Contribution Notice” hasthe meaning specified in Section 6.2(d).

“Defaulting MSC Loan Conversion Date” has themeaning specified in Section 6.2(d).

“Defaulting Shareholder” has the meaningspecified in Section 6.2(b).

“Defaulting Shareholder Loan” has the meaningspecified in Section 6.1.

“Deferred Payments Agreement” means thatcertain Deferred Payments Agreement, dated as of the date hereof, between ApexSweden and Sumitomo.

“Designated Apex Member” has the meaningspecified in Section 7.9(g).

“Designated SCG Member” has the meaningspecified in Section 7.9(b).

“Development Plan” means that certain SanCristóbal Development Plan, dated November 2004, prepared by MSC and concerningthe construction and operation of the Project, as amended or otherwise modifiedby (a) those certain San Cristóbal Project Monthly Project Reportsprepared by Aver Kvaerner through the date hereof, (b) that certain FirstAmendment to EPCM Services Supply Agreement, effective as of April 11, 2005,together with that certain First Change Order to EPCM Services SupplyAgreement, dated as of June 8, 2005, that certain Second Change Order toEPCM Services Supply Agreement, dated as of July 21, 2005, that certainThird Change Order to EPCM Services Supply Agreement, dated as ofDecember 2, 2005, that certain Fourth Change Order to EPCM Services SupplyAgreement, dated as of June 13, 2006, and that certain Fifth Change Order toEPCM Services Supply Agreement, dated as of June 14, 2006, (c) the “DefinitiveEstimate” set forth in that certain Banks Reconciliation Template, dated August2006, and (d) the memorandum and Table 1-Comparison of the DevelopmentPlan Production Plan and the July 2006 Revised Production Plan thereto, sent byemail to Sumitomo on August 9, 2006, in each case as may be amended,restated, supplemented, replaced, or otherwise modified from time to time inaccordance with ARTICLE II, ARTICLE III, and the Financing Documents, asapplicable.

“Director” means a member of the Board.

“Dispute Resolution Agreement” means thatcertain Dispute Resolution Agreement, dated as of the date hereof, by and amongApex, Apex Sweden, Apex Luxembourg, Service Company, Sumitomo, New Sweden 1,New Sweden 2, MSC, New Metals, and New Cayman.

“Disqualified Person” means any Person(a) whose ownership of Interests is reasonably likely to cause MSC or anyof its Subsidiaries to have any material License suspended, revoked, 

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or otherwise terminated,in each case considering any waivers, approvals and consents that have beenobtained and (b) in the case of any Sumitomo Interestholder, who or whoseparent guarantor does not have a credit rating from Standard and Poor’sCorporation, Moody’s Investors Services, or Fitch Ratings Limited of either “investmentgrade” or at least equivalent to that of Sumitomo.

“Dollars” means the lawful currency of the U.S.

“Entity” means any *sociedadanónima*,* sociedad de responsabilidad limitada*,*Aktiengesellshchaft, Gesellschaft mit beschränkterHaftung*,* privat aktiebolag, société à responsabilitélimitée,* corporation, general or limited partnership, limitedliability company, joint venture, trust, association, unincorporated entity ofany kind, or Governmental Authority.

“EPCM Contract” means that certain EPCMServices Supply Agreement, dated as of November 8, 2004, between MSC andAker Kvaerner Metals, Inc., together with that certain First Amendment to EPCMServices Supply Agreement, effective as of April 11, 2005, that certain FirstChange Order to EPCM Services Supply Agreement, dated as of June 8, 2005,that certain Second Change Order to EPCM Services Supply Agreement, dated as ofJuly 21, 2005, that certain Third Change Order to EPCM Services SupplyAgreement, dated as of December 2, 2005, that certain Fourth Change Orderto EPCM Services Supply Agreement, and that certain Fifth Change Order to EPCMServices Supply Agreement, dated as of June 14, 2006.

“Equity Interests” means Shares of anyShareholder in MSC or any of its Subsidiaries, and interests in such Shares,including voting and dividend rights, Preemptive Rights, and interests inrespect of capital, and corporate funds of any kind, purpose, or denomination,such as reserve, revaluation, credit, profit, and dividend funds, whetheraccumulated or not.

“Estatutos” means the *estatutossociales* of MSC, as hereafter amended, modified, supplemented, andrestated in accordance with this Agreement and applicable Law.

“Exercise Period” has the meaning specified inSection 3.4(a).

“FCPA” has the meaning specified in Section7.8.

“Fair Market Value of the Apex Interests” hasthe meaning specified in Section 6.3(d).

“Fair Market Value of the Sumitomo Interests”has the meaning specified in Section 6.3(d).

“Fifty-Fifty Control” has the meaning specifiedin Section 2.2(c)(i).

“Fifty-Fifty Date” has the meaning specified inSection 2.2(c)(i).

“Filing” means any written registration,declaration, application, or filing.

“Final Feasibility Study” has the meaningspecified in Section 7.9(d).

“Finance and Operating Committee” has themeaning specified in Section 2.7(a).

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“Finance and Operating Committee Chairman” hasthe meaning specified in Section 2.7(a).

“Financial Resources” means, from time to time,all cash and cash equivalent balances standing on MSC’s accounts and theproceeds of any third-party financing (available for drawing by MSC).

“Financing Documents” means:

### (a)           thatcertain Loan Agreement, dated December 1, 2005, among MSC, certain lendersnamed therein, and BNP Paribas, as administrative agent;

### (b)           thatcertain Loan Agreement, dated December 1, 2005, between MSC andCorporación Andina de Fomento;

### (c)           theCommon Security Agreement;

### (d)           thatcertain Sponsor Pledge and Agreement, dated as of December 1, 2005, betweenApex and JPMorgan Chase Bank, N.A., as collateral agent (as amended by theOmnibus Amendment Agreement);

### (e)           thatcertain Transfer Restrictions Agreement, dated as of December 1, 2005,among Apex, Apex Luxembourg, Apex Sweden, Old Metals, BNP Paribas, asadministrative agent, and JPMorgan Chase Bank, N.A., as collateral agent (asamended by Amendment No. 1 to the Transfer Restrictions Agreement, datedas of May 2, 2006 and as further amended by the Omnibus AmendmentAgreement);

### (f)            thatcertain Completion Agreement, dated as of December 1, 2005, among Apex,Barclays Capital, BNP Paribas, and JPMorgan Chase Bank, N.A. (as amended by theOmnibus Amendment Agreement);

### (g)           thatcertain ISDA Master Agreement (together with the Schedule and the CreditSupport Annex thereto), dated as of March 16, 2005 (as amended by that certainAmendment No. 1 to Master Agreement, dated as of June 16, 2005, and asfurther amended by that certain Amendment and Restatement of the Schedule toMaster Agreement, dated as of December 1, 2005), between BNP Paribas andOld Metals,****as novated by theMetals Hedge Novation Agreements related thereto and as further amended by thatcertain Schedule to Master Agreement, dated on or about the date hereof,between BNP Paribas and New Cayman;

### (h)           thatcertain ISDA Master Agreement (together with the Schedule and the CreditSupport Annex thereto), dated as of September 4,1998 (as amended by thatcertain Amendment, dated February 18, 2005, as further amended by thatcertain Amendment No. 2, dated as of June 16, 2005, and as further amendedby that certain Amendment and Restatement of the Schedule to Master Agreement,dated as of December 1, 2005), between Barclays Bank PLC and Old Metals,****as novated by the Metals Hedge NovationAgreements related thereto and as further amended by that certain Schedule toMaster 

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### Agreement, dated on or about the date hereof, between Barclays Bank PLCand New Cayman;

### (i)            theSecurity Documents, including the Bolivian Security Documents (in each case, asdefined in the Common Security Agreement);

### (j)            theOmnibus Amendment Agreement;

### (k)           thatcertain Pledge Agreement, dated on or about the date hereof, by Apex Luxembourgin favor of JPMorgan Chase Bank, N.A. (regarding shares of New Cayman);

### (l)            thatcertain Pledge Agreement, dated on or about the date hereof, by Apex Sweden infavor of JPMorgan Chase Bank, N.A. (New York law pledge regarding quotas of NewMetals);

### (m)          thatcertain Pledge Agreement, dated on or about the date hereof, by Apex Sweden infavor of JPMorgan Chase Bank, N.A. (Swiss law pledge regarding quotas of NewMetals);

### (n)           thatcertain Pledge Agreement, dated on or about the date hereof, by NewSweden 2 in favor of JPMorgan Chase Bank, N.A. (Swiss law pledge regardingquotas of New Metals);

### (o)           thatcertain Pledge Agreement, dated on or about the date hereof, by NewSweden 2 in favor of JPMorgan Chase Bank, N.A. (New York law pledgeregarding quotas of New Metals);

### (p)           thatcertain Apex Silver Finance Cross-Guarantee and Security Agreement, dated on orabout the date hereof, between New Cayman and JPMorgan Chase Bank, N.A.;

### (q)           thatcertain Sumitomo Pledge and Guarantee Agreement, dated on or about the datehereof, between Sumitomo and JPMorgan Chase Bank, N.A.;

### (r)            thatcertain Sumitomo Transfer Restrictions Agreement, dated on or about the datehereof, among Sumitomo, New Sweden 1, New Sweden 2, BNP Paribas, andJPMorgan Chase Bank, N.A.;

### (s)           theSumitomo Completion Agreement; and

### (t)            any related notes, guarantees,collateral documents, instruments, and agreements executed in connection withthe foregoing;

in each case of clauses (a) through (v) of this definition with respectto any such agreement, schedule, note, guarantee, document, or instrument towhich MSC, New Metals, or New Cayman is not a party, as such agreement,schedule, note, guarantee, document, or instrument is last in effect on thedate hereof.

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“GAAP” means generally accepted accountingprinciples as used in the United States of America.

“General Shareholders Meeting” means a meetingof the shareholders of MSC, held in accordance with the Estatutos and BolivianLaw, which may be a regular meeting or an extraordinary meeting.

“Governing Documents” means the *estatutos sociales*, *escritura de constituciónsocial*, articles or certificate of incorporation or formation orassociation, general or limited partnership agreement, limited liabilitycompany or operating agreement, bylaws, or other incorporation or governingdocuments of any Entity.

“Government Approvals” means any authorization,consent, approval, License, lease, ruling, permit, tariff, rate, certification,exemption, Filing, variance, claim, Judgment, decree, sanction, or publicationof, by or with, any notice to, any declaration of or with, or any registrationby or with, or any other action or deemed action by or on behalf of, anyGovernmental Authority.

“Governmental Authority” means any domestic orforeign national, regional, or local, court, governmental department,commission, authority, central bank, board, bureau, agency, official, or otherinstrumentality exercising executive, legislative, judicial, taxing,regulatory, or administrative powers or functions of or pertaining togovernment.

“Hedge Instrument” means (a) any currencyswap agreement, option contract, future contract, option on futures contract,spot or forward contract, or other agreements to purchase or sell currency orany other arrangement entered into by a Person to hedge such Person’s exposureor to speculate on movements in rates of exchange of currencies; (b) anyinterest rate swap, option contract, futures contract, options on futurescontract, cap, floor, collar, or any other similar hedging arrangements enteredinto by a Person to hedge such Person’s exposure to or to speculate onmovements in interest rates; (c) Commodity Hedge Instrument; and(d) any other derivative transaction or hedging arrangement of any type ornature whatsoever that is the subject at any time of trading in theover-the-counter derivatives market.

“Implied Equity of MSC” has the meaning specifiedin Section 4.4(a)(v).

“Indebtedness” means, without duplication,(a) all obligations created, issued, or incurred for borrowed money(whether by loan, the issuance and sale of debt securities, or the sale ofproperty to another Person subject to an understanding or agreement, contingentor otherwise, to repurchase such property from such other Person); (b) allobligations to pay the deferred purchase price or acquisition price of propertyor services (other than accrued expenses and trade accounts payable incurred inthe ordinary course of business that are not more than 90 days past due);(c) all obligations to pay money evidenced by a note, bond, debenture, orsimilar instrument; (d) the principal amount of all obligations under orin respect of leases capitalized in accordance with generally acceptedaccounting principles as used in the U.S.; (e) all reimbursementobligations in respect of letters of credit or similar instruments issued oraccepted by banks and other financial institutions; (f) all paymentobligations under any Hedge Instrument to the extent constituting a liabilityunder generally accepted accounting principles as used in the 

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U.S.; and (g) allobligations of another Person of the type listed in clauses (a) through (f) ofthis definition, payment of which is guaranteed by or secured by Liens on theproperty of such Person (with respect to Liens, to the extent of the value ofproperty pledged pursuant to such Liens if less than the amount of suchobligations).

“Independent Investment Banker” has the meaningspecified in Section 6.3(d).

“Indirect Interests” means the Apex IndirectInterests or the Sumitomo Indirect Interests, as applicable.

“Initial Offered Terms” has the meaningspecified in Section 5.4(a).

“Interestholder” means each of the ApexInterestholders and the Sumitomo Interestholders.

“Interestholder Group” means either the ApexInterestholders or the Sumitomo Interestholders.

“Interest Ratio” means, with respect to anyInterestholder, the number of Shares held by such Interestholder, from time totime, expressed as a percentage of the total number of Shares issued andoutstanding at that time; provided, however, that the total ofall Interest Ratios shall always equal 100%. As of the date hereof, the Interest Ratio of the Apex Shareholders is65% and the Interest Ratio of New Sweden 1 is 35%.

“Interests” means (i) all EquityInterests, (ii) the MSC Subordinated Debt, and (iii) all Indebtednessof MSC or any of its Subsidiaries in the form of Consolidated Loans,Shareholder Loans, Supplemental Loans, or Defaulting MSC Loans.

“Judgment” means any judgment, writ, order,decree, injunction, award, restraining order, or ruling of or by any court,judge, justice, arbitrator, or magistrate, including any bankruptcy court orjudge, and any writ, order, decree, or ruling of or by any GovernmentalAuthority.

“Law” means any national, regional, or local,or any foreign, statute, law, code, ordinance, rule, regulation, resolution,Judgment, regulatory agreement with a Governmental Authority, or generalprinciple of common or civil law or equity.

“Lease Agreement” has the meaning specified inSection 7.9(d).

“LIBOR” means the London interbank offered rateof major banks for six-month Dollar deposits that appears on page 3750 of theDow Jones Telerate Service (or on any successor or substitute page of suchservice or any successor to or substitute for such service or similar service,if such service is no longer available) at approximately 11:00 a.m., London,England time on any date of determination therefor.

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“Licenses” means all franchises, concessions,licenses, permits, authorizations, certificates, variances, exemptions,consents, leases, rights of way, easements, instruments, orders, and approvalsissued by or pending with any Governmental Authority.

“Lien” means any (a) security agreement,conditional sale agreement, or other title retention agreement; (b) lease,consignment, or bailment given for security purposes; and (c) lien,charge, restrictive agreement, prohibition against transfer, mortgage, pledge,legal privilege, option, encumbrance, adverse interest, security interest,claim, attachment, exception to or defect in title, or other ownership interest(including reservations, rights of entry, possibilities of reverter, encroachments,easements, rights of way, restrictive covenants, leases, and Licenses grantedto other Persons) of any kind, but excluding any of the foregoing created orimposed by or pursuant to this Agreement or any other Transaction Document.

“Loan” has the meaning specified in Section2.3(a)(viii).

“Loan Alternative Funding” has the meaningspecified in Section 4.4(a)(iii)(C).

“Majority Shareholder Group” means, as of anydate of determination, the Shareholder Group that is entitled to nominate amajority of the Directors.

“Mandatory Metals Hedge Agreements” means anyHedge Instrument required under the Financing Documents.

“Material Project Document” means the Contractslisted on Schedule B to the Purchase and Sale Agreement and each otherContract to which MSC is or becomes a party or by which MSC’s assets are or areto be bound, which has a term of more than one year and has payments due to orfrom MSC thereunder in excess of US$10,000,000.00.

“MSC” has the meaning specified in thepreamble.

“MSC Confidential Information” has the meaningspecified in Section 7.6.

“MSC Management Agreement” means that certainAmended and Restated Management and Services Agreement, dated as of the datehereof, between MSC and Service Company.

“MSC Subordinated Debt” means the Apex SwedenMSC Subordinated Debt and the New Sweden 1 MSC Subordinated Debt.

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“Metals Hedge Novation Agreements” means

### (a)           that certain Novation Agreement, dated on or about thedate hereof, among BNP Paribas, Old Metals, as transferor, and Apex Luxembourg,as transferee, concerning that certain ISDA Master Agreement (together with theSchedule and the Credit Support Annex thereto), dated as ofMarch 16, 2005 (as amended by that certain Amendment No. 1 toMaster Agreement, dated as of June 16, 2005, and as further amendedby that certain Amendment and Restatement of the Schedule to Master Agreement,dated as of December 1, 2005), between BNP Paribas and Old Metals;

### (b)           that certain Novation Agreement,dated on or about the date hereof, among BNP Paribas, Apex Luxembourg, astransferor, and New Cayman, as transferee, concerning that certain ISDA MasterAgreement (together with the Schedule and the Credit Support Annex thereto),dated as of March 16, 2005 (as amended by that certain AmendmentNo. 1 to Master Agreement, dated as of June 16, 2005, and asfurther amended by that certain Amendment and Restatement of the Schedule toMaster Agreement, dated as of December 1, 2005), between BNP Paribasand Old Metals, as novated by that certain Novation Agreement specified inclause (a) of this definition and as further amended by that certain Scheduleto Master Agreement, dated on or about the date hereof, between BNP Paribas andNew Cayman;

### (c)           that certain Novation Agreement,dated on or about the date hereof, among Barclays Bank PLC, Old Metals, astransferor, and Apex Luxembourg, as transferee, concerning that certain ISDAMaster Agreement (together with the Schedule and the Credit Support Annexthereto), dated as of September 4, 1998 (as amended by that certain Amendment,dated February 18, 2005, as further amended by that certain AmendmentNo. 2, dated as of June 16, 2005, and as further amended by thatcertain Amendment and Restatement of the Schedule to Master Agreement, dated asof December 1, 2005), between Barclays Bank PLC and Old Metals; and

### (d)           that certain Novation Agreement,dated on or about the date hereof, among among Barclays Bank PLC, ApexLuxembourg, as transferor, and New Cayman, as transferee, concerning thatcertain ISDA Master Agreement (together with the Schedule and the CreditSupport Annex thereto), dated as of September 4, 1998 (as amended by thatcertain Amendment, dated February 18, 2005, as further amended bythat certain Amendment No. 2, dated as of June 16, 2005, and asfurther amended by that certain Amendment and Restatement of the Schedule toMaster Agreement, dated as of December 1, 2005), between BarclaysBank PLC and Old Metals, as novated by that certain Novation Agreementspecified in clause (c) of this definition and as further amended by thatcertain Schedule to Master Agreement, dated on or about the date hereof,between Barclays Bank PLC and New Cayman.

“New Cayman” means Apex Silver Finance Ltd., anexempted company limited by shares incorporated under the Laws of the CaymanIslands, British West Indies, with its registered office at the offices ofWalkers SPV Limited, Walker House, PO Box 908GT, Mary Street, George Town,Grand Cayman, Cayman Islands, British West Indies.

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“New Cayman Interests” means “Interests” asdefined in the New Cayman Shareholders Agreement.

“New Cayman Interest Ratio” means “InterestRatio” as defined in the New Cayman Shareholders Agreement.

“New Cayman Shareholders Agreement” means thatcertain Apex Silver Finance Shareholders Agreement, dated the date hereof, byand among Apex Luxembourg, Sumitomo, and New Cayman.

“New Cayman Shareholder” means “Shareholder” asdefined in the New Cayman Shareholders Agreement.

“New Cayman Shares” means “Shares” as definedin the New Cayman Shareholders Agreement.

“New Concentrate Sales Agreement” means thatcertain Concentrate Sales Agreement, dated on or about the date hereof, betweenNew Metals and MSC.

“New Metals” means Apex Metals Marketing GmbH,a *Gesellschaft mit beschränkter Haftung*organized under the Laws of Swiss Confederation, with its seat in Zug, cantonof Zug, Switzerland and with a registered address of c/o Juris Treuhand AG,Industriestrasse 47, 6304 Zug, Switzerland.

“New Metals Interests” means “Interests” asdefined in the New Metals Quotaholders Agreement.

“New Metals Interest Ratio” means “InterestRatio” as defined in the New Metals Quotaholders Agreement.

“New Metals Quotaholders Agreement” means thatcertain Metals Quotaholders Agreement, dated the date hereof, by and among ApexSweden, New Sweden 2, and New Metals.

“New Metals Quotaholder” means “Quotaholder” asdefined in the New Metals Quotaholders Agreement.

“New Metals Quotas” means “Quotas” as definedin the New Metals Quotaholders Agreement.

“New Shares” has the meaning specified inSection 4.4(a)(iv).

“New Sweden 1” has the meaning specified in thepreamble.

“New Sweden 1 MSC Subordinated Debt” meansIndebtedness of MSC to New Sweden 1 evidenced by that certainSubordinated  Promissory Note, dated asof September 25, 2006, made by MSC in favor of New Sweden 1 in theoriginal principal amount of US$14,805,204 (the “New Sweden 1 MSCSubordinated Note”).

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“New Sweden 2” means Comercial Metales BlancosAB, a *privat aktiebolag* organized under theLaws of the Kingdom of Sweden, with its registered office at c/o AndersSköldberg, Ernst & Young AB, 401 82 Göteborg, Sweden.

“Non-Contributing Shareholder Group” has themeaning specified in Section 4.4(b)(iii).

“Non-Contributing Shareholder Notice” has themeaning specified in Section 4.4(b)(iii).

“Non-Defaulting Shareholder Group” has themeaning specified in Section 6.1.

“Non-Lending Shareholder Group” has the meaningspecified in Section 4.4(a)(iii).

“Non-Lending Shareholder Notice” has themeaning specified in Section 4.4(a)(iii).

“Non-Offering Interestholders” has the meaningspecified in Section 5.4(a).

“Non-Selling Interestholders” has the meaningspecified in Section 5.3(a).

“Offer Notice” has the meaning specified inSection 5.4(a).

“Offered Terms” has the meaning specified inSection 5.3(a).

“Offering Interestholder” has the meaningspecified in Section 5.4(a).

“Old Metals” means Apex Metals GmbH, a *Gesellschaft mit beschränkter Haftung*existingunder the Laws of Switzerland, with its seat in Zug, canton of Zug, Switzerlandand with a registered address of c/o Juris Treuhand AG, Industriestrasse 47,6304 Zug, Switzerland.

“Omnibus Amendment Agreement” means thatcertain Omnibus Amendment Agreement, dated as of September 20, 2006, amongMSC, Apex, Apex Sweden, Apex Luxembourg, Old Metals, New Cayman, New Metals,New Sweden 1, New Sweden 2, BNP Paribas, Barclays Capital,Corporación Andina de Fomento, JPMorgan Chase Bank, N.A., the senior lendersparty thereto, and the hedge banks party thereto.

“Open Properties” has the meaning specified inSection 7.9(a).

“Option Agreement” means that certain OptionAgreement, dated as of the date hereof, between Apex and Sumitomo.

“Parent Guarantees” means the Apex Guaranty andthe Sumitomo Guaranty.

“Party” or “Parties” has the meaningspecified in the preamble.

“Payment Default” has the meaning specified inSection 6.1.

“Penalty Subscription Price” has the meaningspecified in Section 4.4(b)(iv)(B).

“Periodic Exploration Report” has the meaningspecified in Section 7.9(d).

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“Permitted Transferee” has the meaning specifiedin Section 5.3(d).

“Person” means any natural person or Entity.

“Pledge” means any pledge of, or any creation,incurrence, assumption, or grant of any Lien on, any Interest, whether director indirect.  The terms “Pledges,”“Pledging,” and “Pledged” have meanings correlative to that ofPledge.

“Port Agreement” means that certainConstruction and Port Services Agreement, dated as of September 1, 2003, asamended by that certain First Amendment to the Construction and Port ServicesAgreement, dated as of March 31, 2005, and as further amended by that certainSecond Amendment to the Construction Port Services Agreement, dated as ofDecember 16, 2005, between MSC and Puerto de Mejillones, S.A.

“Post-Commercial Operations Contribution Notice”has the meaning specified in Section 4.3(a).

“Pre-Commercial Operations Contribution Notice”has the meaning specified in Section 4.2(b).

“Preemptive Rights” means the preferred rightsthat the shareholders of a *sociedad anónima*have, pursuant to Article 255 of the Bolivian Corporations Law, entitlingthem to purchase newly issued shares of such *sociedadanónima* in accordance with their pro rata shareholding.

“Program and Budget” means the Development Planand the cost estimates for construction and operation of the Project includedin the Development Plan, or either of them as the context requires, in eachcase as may be amended, restated, supplemented, replaced, or otherwise modifiedfrom time to time in accordance with ARTICLE II, ARTICLE III, and the FinancingDocuments, as applicable.

“Project” means the development, establishment,construction, and operation by MSC of the San Cristóbal open pit silver, zinc,and lead mine and processing facilities located in the Potosi Department,Bolivia (including any expansions or extensions thereto over time), theprocessing of silver, zinc, and lead ores to recover silver, zinc, and leadconcentrates and related infrastructure (including rail transportation, powertransmission, and port facilities), and the transportation, marketing, and saleof the products thereof and other activities reasonably ancillary thereto.

“Proposed Third-Party Buyer” has the meaningspecified in Section 5.3(a).

“Prospective Transferee” has the meaningspecified in Section 5.2(c).

“Purchase and Sale Agreement” means thatcertain Purchase and Sale Agreement, dated as of the date hereof, by and amongApex, Sumitomo and the other parties thereto.

“Put Closing” has the meaning specified inSection 3.4(c).

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“Put Closing Date” means the date of the PutClosing, if any.

“Put Interests” has the meaning specified inSection 3.4(a).

“Put Notice” has the meaning specified inSection 3.4(a).

“Put Price” has the meaning specified inSection 3.4(b).

“Put Right” has the meaning specified inSection 3.4(a).

“Qualified Contributor Group” has the meaningspecified in Section 4.4(b)(iii).

“Qualified Shareholder Group” has the meaningspecified in Section 4.4(a)(iii).

“Rail Transportation Agreement” means thatcertain Transportation Agreement, dated as of March 15, 2005, between MSCand Antofagasta Railway Company PLC.

“Reference Exchange Rate” has the meaningspecified in Section 9.12(c).

“Refinancing Document” has the meaningspecified in Section 6.1.

“Restatement Document” has the meaningspecified in Section 6.1.

“Revenues” mean all revenues received by or onbehalf of MSC and its Subsidiaries on a consolidated basis, from any source,excluding (a) capital contributions and (b) Indebtedness owed to anyPerson.

“Sale” means any sale, assignment, gift,exchange, or other transfer or disposition of any Interest, whether direct orindirect (including by operation of Law through a merger or consolidation, aswell as any repossession, foreclosure or similar action by a creditor, but notincluding any Pledge).  The terms “Sell,”“Sells,” “Selling,” and “Sold” have meanings correlativeto that of Sale.

“Sale Notice” has the meaning specified inSection 5.3(a).

“SCG Historical Costs” means the documented orsupported aggregate costs incurred by a Designated SCG Member with respect to aSelected Open Property until (i) in the case of Section 7.9(f), the date of theacquisition referred to therein, and (ii) in the case of Section 7.9(g), thedate on which a joint venture relating to such Selected Open Property has beenentered into by the Designated SCG Member and a Designated Apex Member.  Such costs shall include a reasonableallocation of overhead expenses.

“Section 5.3 Offered Interests” has the meaningspecified in Section 5.3(d).

“Section 5.3 Offer Period” has the meaningspecified in Section 5.3(b).

“Section 5.4 Offered Interests” has the meaningspecified in Section 5.4(a).

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“Section 5.4 Offer Period” has the meaningspecified in Section 5.4(b).

“Selected Open Property” has the meaningspecified in Section 7.9(b).

“Selling Interestholder” has the meaningspecified in Section 5.3(d).

“Service Company” means Apex Silver MinesCorporation, a corporation organized under the Laws of Delaware, U.S.A.

“Share” means a registered share of MSC.

“Shareholder” means each of the Apex Shareholdersand the Sumitomo Shareholders.

“Shareholder Capital Contributions” has themeaning specified in Section 4.4(b)(i).

“Shareholder Capital Contribution Notice” hasthe meaning specified in Section 4.4(b)(i).

“Shareholder Capital Contribution Response Notice”has the meaning specified in Section 4.4(b)(ii)(B).

“Shareholder Group” means either the ApexShareholders or the Sumitomo Shareholders.

“Shareholder Loan Notice” has the meaningspecified in Section 4.4(a)(i).

“Shareholder Loan Response Notice” has themeaning specified in Section 4.4(a)(ii)(B).

“Shareholder Loans” has the meaning specifiedin Section 4.4(a)(i).

“Significant Matter” has the meaning specifiedin Section 2.3(a).

“Significant Operational Matter” has themeaning specified in Section 2.7(b).

“Sindico” means an individual appointed as asindico by the General Shareholders Meeting of MSC pursuant to the Estatutosand the Bolivian Corporations Law to perform the administrative supervisoryfunctions therein provided for.

“Special Purpose Interestholder” means anyEntity (other than Sumitomo or Apex) (a) formed for the sole purpose of,and which conducts no other business than, holding Interests or (b) all orsubstantially all of the assets of which, on a consolidated basis, consist ofany or all of the Interests, Indirect Interests, New Cayman Interests, NewMetals Interests, or indirect interests in any thereof.

“Subordinated Management Fee” has the meaningspecified in the MSC Management Agreement.

“Subscription Price” has the meaning specifiedin Section 4.4(b)(iv)(A).

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“Subsidiary” meanswith respect to any Person:

(a)           a corporation a majority in votingpower of whose share capital with voting power, under ordinary circumstances,to elect directors is, at the date of determination thereof, directly orindirectly, owned by such Person, by a Subsidiary of such Person, or by suchPerson and one or more Subsidiaries of such Person,

(b)           a partnership or limited liabilitycompany in which such Person or a Subsidiary of such Person is, at the date of determinationthereof, (i) in the case of a partnership, a general partner of suchpartnership with the power affirmatively to direct the policies and managementof such partnership or (ii) in the case of a limited liability company, themanaging member or, in the absence of a managing member, a member with thepower affirmatively to direct the policies and management of such limitedliability company, or

(c)           any Entity (other than a corporation,partnership, or limited liability company) in which such Person, a Subsidiaryof such Person, or such Person and one or more Subsidiaries of such Person,directly or indirectly, at the date of determination, has (i) the power toelect or direct the election of a majority of the members of the governing bodyof such Person or (ii) in the absence of such a governing body, at least amajority ownership interest.

“Sumitomo” means Sumitomo Corporation, acorporation organized under the Laws of Japan.

“Sumitomo Completion Agreement” means thatcertain Sumitomo Completion Agreement, dated on or about the date hereof, amongSumitomo, Barclays Capital, BNP Paribas, and JPMorgan Chase Bank, N.A.

“Sumitomo Control Group” means Sumitomo and itswholly-owned Subsidiaries.

“Sumitomo Director” means any member of theBoard nominated by the Sumitomo Shareholders in accordance with Section 2.2(c)(including any alternate director therefor).

“Sumitomo Guaranty” means that certain SumitomoGuaranty, dated as of the date hereof, made by Sumitomo in favor of Apex andthe Apex Shareholders.

“Sumitomo Indirect Interests” means any equityinterests in or Indebtedness of any of the Subsidiaries of Sumitomo that areInterestholders or that own, directly or indirectly, equity interests in orIndebtedness of any of the Subsidiaries of Sumitomo that are Interestholders.

“Sumitomo Interestholders” means (a) theSumitomo Shareholders and (b) each member of the Sumitomo Control Groupthat (i) is or becomes the owner of Interests and (ii) is or hasbecome a Party pursuant to the terms of this Agreement.

“Sumitomo Interests” has the meaning specifiedin Section 6.3(c).

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“Sumitomo Member” has the meaning specified inSection 2.7(a).

“Sumitomo Shareholders” means (a) NewSweden 1 and (b) each member of the Sumitomo Control Group that(i) is or becomes the owner of Shares and (ii) is or has become aParty pursuant to the terms of this Agreement.

“Sumitomo Sindico” means any Sindico of MSCnominated by the Sumitomo Shareholders in accordance with Section 2.2(c).

“Sumitomo Sponsor Default Cure Notice” has themeaning specified in Section 6.3(a).

“Supplemental Loan” has the meaning specifiedin Section 4.4(a)(iii).

“Tax Authority” means any GovernmentalAuthority with the power to impose any Tax.

“Tax” or “Taxes” means all taxes,however denominated, including any monetary adjustments, interest, penalties orother additions to tax that may become payable in respect thereof, imposed byany Tax Authority, which taxes include, without limiting the generality of theforegoing, all income or profits taxes, payroll and employee withholding taxes,unemployment insurance, social security taxes, income withholding taxes, salesand use taxes, value added taxes, ad valorem taxes, excise taxes, franchisetaxes, gross receipts taxes, business or municipal license *(patentemunicipal)* taxes, occupation taxes, real and personal propertytaxes, stamp taxes, environmental taxes, severance taxes, production taxes,transfer taxes, workers’ compensation, governmental charges, and otherobligations of the same or of a similar nature to any of the foregoing.

“Tonnes Processed” has the meaning specified inSection 3.4(b).

“Total Project Investment” has the meaningspecified in Section 4.2(a).

“Transaction Documents” has the meaningspecified in the Purchase and Sale Agreement.

“Transferee” means any Person that receives anyInterest as a result of any Sale or Pledge.

“Transmission Line Agreement” means thatcertain Power Line Construction and Transmission Agreement, dated as of January14, 2005, as amended by that certain First Amendment to Power Line Construction and Transmission Agreement, dated as ofMarch 14, 2005, and as further amended by that certain SecondAmendment to Power Line Constructionand Transmission Agreement, dated as of August 29, 2005, among MSC,Ingelec S.A., Ingelec Transportadora de Electricidad S.A., Ingelec ElectricityTransportation Investments, Corp., and San Cristóbal Transportadora deElectricidad, S.A.

“Transmission Line Loan Documents” means(a) the Transmission Line Agreement; (b) that certain Loan Agreement,dated as of April 15, 2005, between ASC Bolivia and San CristóbalTransportadora de Electricidad, S.A.; (c) that certain Promissory Note,dated as of April 15, 2005, made by San Cristóbal Transportadora deElectricidad, S.A. in favor of ASC 

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Bolivia; (d) thatcertain Escrow Agreement and Account Pledge and Security Agreement, dated as ofApril 15, 2005, among San Cristóbal Transportadora de Electricidad, S.A.,ASC Bolivia, and Atlantic Security Bank, Cayman Islands; (e) that certainPledge Agreement, dated as of April 15, 2005, made by Ingelec ElectricityTransportation Investments, Corp., Raúl Quiroga, and Rene Fernández in favor ofASC Bolivia; (f) that certain Pledge Agreement, dated as of April 15,2005, made by Ingelec Transportadora de Electricidad S.A. in favor of ASCBolivia; (g) that certain Guaranty, dated as of April 15, 2005, madeby Ingelec S.A., Ingelec Transportadora de Electricidad S.A., and IngelecElectricity Transportation Investments, Corp. in favor of ASC Bolivia;(h) a moveables pledge agreement to be entered into pursuant to theagreement referred to in clause (b) of this definition; and (i) anyrelated notes, guarantees, collateral documents, instruments, and agreementsexecuted in connection therewith, in each case of (a) through (h), as suchagreements, note, guaranty, and related notes, guarantees, collateraldocuments, instruments, and agreements may be amended, restated, supplemented,novated,  renewed, extended, refunded,refinanced, replaced, or otherwise modified from time to time.

“U.S.” or “U.S.A.” means the UnitedStates of America.

“US$” means Dollars.

“Vice Chairman” has the meaning specified inSection 2.2(d).

**ARTICLE IIMANAGEMENT OF MSC**

## Section 2.1             ShareholdersMeetings.

### (a)           Authority.  The General Shareholders Meeting of MSC isthe supreme governing body of MSC. General Shareholders Meetings can be regular *(ordinaria)*or extraordinary *(extraordinaria)*.  An annual regular General ShareholdersMeeting shall be held at least once each year within three months after the endof each fiscal year, in accordance with the Estatutos, and regular andextraordinary General Shareholders Meetings may be held at any time inaccordance with the provisions of this Section 2.1, in order to decide anymatter that according to Bolivian Law or the Estatutos may be decided by theGeneral Shareholders Meeting.

### (b)           Convocation.  General Shareholders Meetings shall be calledby the Board.  The Board shall call(i) regular General Shareholders Meetings, on the dates determined by theBoard; (ii) extraordinary General Shareholders Meetings, if the Boarddetermines that the interests of MSC so require, on the dates determined by theBoard; and (iii) regular or extraordinary General Shareholders Meetings,as applicable, upon the written request (which request shall indicate the itemsthat such holders desire to have discussed and voted on at such GeneralShareholders Meeting) of one or more holders of record of at least 20% of theShares issued, outstanding, and entitled to vote, on the date determined by theBoard.

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### (c)           Notice.  Once a General Shareholders Meeting has beencalled, notice of the nature of the General Shareholders Meeting, the place,date, and time thereof, and an agenda (and for an extraordinary GeneralShareholders Meeting, a brief description of the items to be discussed andvoted on thereat) shall be delivered to each Shareholder in accordance withSection 9.6 at least 30 days and no more than 90 days prior to such meeting,and such notice, agenda, and the requirements for participation shall be publishedin a nationwide newspaper in Bolivia on three discontinuous days with the lastpublication being made at least five and no more than 30 days before suchmeeting as required by applicable Law; provided, however, thatthe Shareholders may waive any such notice if all Shareholders are present orduly represented at such meeting as provided by the Bolivian Corporations Law,and any Shareholder’s presence or due representation at such GeneralShareholders Meeting shall be deemed a waiver thereof.

### (d)           Quorum.

#### (i)                                     Regular*(Ordinaria)* General ShareholdersMeetings.  Holders of at least amajority of Shares issued, outstanding, and entitled to vote, whether presentin person or represented by a letter (*carta poder*) ora notarized power of attorney, shall constitute a quorum to hold a meeting forall purposes of any regular General Shareholders Meeting; provided, however,that, except as set forth in Section 2.3(a), with respect to any matter thatcannot be approved without the affirmative vote of the holder or holders ofShares representing a higher voting percentage, such holder or holders ofShares issued, outstanding, and entitled to vote representing at least suchhigher voting percentage, whether present in person or represented by a letter(*carta poder*) or a notarized power ofattorney, shall be required to constitute a quorum for purposes of voting onsuch matter.  If the absence of one ormore such holders at such General Shareholders Meeting prevents the establishmentof a quorum (including with respect to any particular matter), then(A) the individual (which individual shall be the Chairman) presiding atsuch General Shareholders Meeting shall adjourn such General ShareholdersMeeting (unless such lack of quorum relates only to a particular matter, in whichcase the General Shareholders Meeting may proceed as to the other matters andthereafter shall be adjourned only with respect to such matter), and(B) the Board shall call for such General Shareholders Meeting to bereconvened on a date of its choosing, which date shall be no earlier than 10days nor later than 30 days following the date for which such GeneralShareholders Meeting was originally called. Notice of such reconvened General Shareholders Meeting shall bepublished in a nationwide newspaper in Bolivia on two days with the lastpublication being made at least three and no more than 30 days before suchmeeting as required by applicable Law, and may be waived in accordance with Section 2.1(c).  Subject to the proviso

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#### at the end ofthe first sentence of this Section 2.1(d)(i), at such reconvened GeneralShareholders Meeting, holders of one-third or more of Shares issued,outstanding, and entitled to vote, whether present in person or represented bya letter (*carta poder*) or a notarized power of attorney,shall constitute a quorum to hold such reconvened General Shareholders Meetingand the individual presiding at such General Shareholders Meeting shall beappointed by the affirmative vote required to approve any action of anyreconvened General Shareholders Meeting set forth in Section 2.1(e).

#### (ii)                                  Extraordinary*(Extraordinaria)* General ShareholdersMeetings.  Holders of two-thirds ormore of Shares issued, outstanding, and entitled to vote, whether present inperson or represented by a letter (*carta poder*) ora notarized power of attorney, shall constitute a quorum to hold a meeting forall purposes of any extraordinary General Shareholders Meeting; provided,however, that, except as set forth in Section 2.3(a), with respect toany matter that cannot be approved without the affirmative vote of the holderor holders of Shares representing a higher voting percentage, such holder orholders of Shares issued, outstanding, and entitled to vote representing atleast such higher voting percentage, whether present in person or representedby a letter (*carta poder*) or a notarized powerof attorney, shall be required to constitute a quorum for purposes of voting onsuch matter.  If the absence of one ormore such holders at such General Shareholders Meeting prevents theestablishment of a quorum (including with respect to any particular matter),then (A) the individual (which individual shall be the Chairman) presidingat such General Shareholders Meeting shall adjourn such General ShareholdersMeeting (unless such lack of quorum relates only to a particular matter, inwhich case the General Shareholders Meeting may proceed as to the other mattersand thereafter shall be adjourned only with respect to such matter), and(B) the Board shall call for such General Shareholders Meeting to bereconvened on a date of its choosing, which date shall be no earlier than 10days nor later than 30 days following the date for which such GeneralShareholders Meeting was originally called. Notice of such reconvened General Shareholders Meeting shall bepublished in a nationwide newspaper in Bolivia on two days with the lastpublication being made at least three and no more than 30 days before suchmeeting as required by applicable Law, and can be waived in accordance with Section 2.1(c).  Subject to the proviso at the end of thefirst sentence of this Section 2.1(d)(ii), at such reconvened GeneralShareholders Meeting, holders of one-third or more of Shares issued,outstanding, and entitled to vote, whether present in person or

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#### represented bya letter (*carta poder*) or a notarized power ofattorney, shall constitute a quorum to hold such reconvened GeneralShareholders Meeting and the individual presiding at such General ShareholdersMeeting shall be appointed by the affirmative vote required to approve anyaction of any reconvened General Shareholders Meeting set forth in Section2.1(e).

### (e)           Voting.  Subject to Section 2.3, and except when ahigher voting percentage is required under Bolivian Law,****the affirmative vote by the holders of amajority of Shares issued, outstanding, and entitled to vote, whether presentin person or represented by a letter (*carta poder*) ora notarized power of attorney, at a General Shareholders Meeting where a quorumis present and acting throughout the time such vote is taken shall be requiredto approve any action of the General Shareholders Meeting; provided, however,that at any reconvened General Shareholders Meeting described in Section2.1(d), the affirmative vote by the holders of a majority of Shares inattendance thereat, whether present in person or represented by a letter (*carta poder*) or a notarized power of attorney, shall berequired to approve any action of the General Shareholders Meeting, subject toSection 2.3, and except when a higher voting percentage is required underBolivian Law.

### (f)            Conflict ofInterest.  No Shareholder shall bedisqualified from voting on or signing a written resolution with respect to anymatter, including the approval of any proposed Contract, solely because thatShareholder or an Affiliate of that Shareholder or any officer or director ofthat Shareholder or of any Affiliate of that Shareholder is interested or has amaterial interest in that matter.

## Section 2.2             Board; Sindicos.

### (a)           Authority;Composition of the Board.  Subject toSection 2.3, and except for those powers granted by Bolivian Law or theEstatutos to the holders of Shares, acting through a General ShareholdersMeeting, the direction and management of MSC is vested in the Board.  The Board shall initially consist of threeDirectors but not more than twelve, with one or more alternate directors foreach Director, which Directors and alternate directors shall be nominated andelected in accordance with Section 2.2(c). As approved by the General Shareholders Meeting (or as otherwiserequired pursuant to Section 2.2(c) in the event each Shareholder Group’sInterest Ratio equals 50%), the Board may consist of more than three Directors,with one or more alternate directors for each Director, which Directors andalternate directors shall be nominated and elected in accordance with Section2.2(c).  Each Director (and any alternatedirector therefor) shall hold office until the annual regular GeneralShareholders Meeting following his or her election and until his or hersuccessor is elected or until his or her earlier removal, resignation, death,or disability.  Each alternate directorshall be entitled to participate in all meetings of the Board with a right tospeak, but shall be entitled to vote in such meetings only in case of theapplicable Director’s absence or temporary impediment, in which case suchalternate director may replace such Director and vote in such Director’s stead.

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### (b)           Sindicos*. *MSC shall have twoSindicos*.* Each Sindico shall have the powers and authority granted by Bolivian Lawor the Estatutos to Sindico and shall hold office until the annual regularGeneral Shareholders Meeting following his or her election and until his or hersuccessor is elected or until his or her earlier removal, resignation, death,or disability.  In accordance with article 62 of the Estatutos, the Sindicosshall exercise permanent and full controlling functions regarding MSC’s operations and books, without interferingwith the administrative affairs of MSC. At each annual regular GeneralShareholders Meeting, the Sindicos shall present a detailed report on theannual memory (*memoria*) of the Board including the balance sheet, accounts, and results of MSC for theprevious fiscal year and such other information as the Sindicos deemappropriate for review by the Shareholders. At each regular and extraordinary General Shareholders Meeting, theSindicos shall present a report addressing each of the points contemplated inthe notice of such meeting.  The Sindicosshall also attend Board meetings and shall have the right to speak but may notvote.  The two Sindicos shall become acontrolling committee and shall hold mandatory meetings at least once each yearand at any time one of its members so requests. The Sindicos shall verify compliance with the requirements underapplicable Law and provisions of the Governing Documents of MSC for callingmeetings and recording agreements.  Ifthe Board shall fail to call any regular or extraordinary General ShareholdersMeeting that it is required to call, the Sindicos may call such GeneralShareholders Meeting.  The Sindicos, asthey deem advisable, may also call any extraordinary General ShareholdersMeeting.  The Sindicos also shallsupervise MSC’s liquidation when and if that has been resolved by the GeneralShareholders Meeting.

### (c)           Nomination,Election, and Removal of Directors and Sindicos; Vacancies.  Except as provided in Section 2.2(a), Section2.2(c)(v), and Section 2.2(c)(vi), the Directors, alternate directors, andSindicos shall be nominated, elected, and removed and vacancies in the officeof Director, alternate director, and Sindico shall be filled as follows:

#### (i)                                     Nomination.  In the event, and for so long as, the Boardconsists of three Directors (and one or more alternate directors for each suchDirector), the Apex Shareholders shall be entitled to nominate two Directors(and one or more alternate directors for each such Director), and the SumitomoShareholders shall be entitled to nominate one Director (and one or more alternatedirectors for such Director); provided, however, that, in theevent, and for so long as, the aggregate Interest Ratio of the SumitomoShareholders exceeds 50%, (A) the Sumitomo Shareholders shall be entitledto nominate two Directors (and one or more alternate directors for each suchDirector), (B) the Apex Shareholders shall be entitled to nominate oneDirector (and one or more alternate directors for such Director),(C) notwithstanding Section 2.2(d), each of the then-elected Chairman andVice Chairman shall be replaced by one of the Sumitomo Directors, one of theSumitomo

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#### Directorsshall thereafter be elected as Chairman and one of the Sumitomo Directors shallthereafter be elected as Vice Chairman, and (D) the Shareholders shalltake such actions as are necessary to remove, nominate, and elect any Director(and any alternate director therefor), as applicable to implement theprovisions of clauses (A), (B), and (C) of this proviso.

In the event, and for so long as, the aggregate Interest Ratio of theSumitomo Shareholders equals 50% and the aggregate Interest Ratio of the ApexShareholders equals 50% (“Fifty-Fifty Control,” and the date of suchoccurrence, the “Fifty-Fifty Date”), (A) the Board shall consist ofat least four, or a greater even number of, Directors, (B) the SumitomoShareholders shall be entitled to nominate 50% of the total number of theDirectors (and one or more alternate directors for each such Director),(C) the Apex Shareholders shall be entitled to nominate 50% of the total numberof the Directors (and one or more alternate directors for each such Director),(D) notwithstanding Section 2.2(d), each of the then-elected Chairman andVice Chairman shall be replaced by one of the Sumitomo Directors who shallserve until the first anniversary of the Fifty-Fifty Date (thereafter, Chairmenand Vice Chairmen shall serve one-year terms with the right to appoint theChairman and Vice Chairman alternating between the Sumitomo Shareholders andthe Apex Shareholders; provided, that the Apex Shareholders shallappoint the Chairman and Vice Chairman for the year following the firstanniversary of the Fifty-Fifty Date), and (E) the Shareholders shall takesuch actions as are necessary to remove, nominate, and elect any Director (andany alternate director therefor), as applicable to implement the foregoingprovisions.

Except in the circumstance described in the immediately precedingparagraphs, in the event, and for so long as, the Board consists of more thanthree directors as approved by a General Shareholders Meeting in accordancewith Section 2.2(a), (A) the Sumitomo Shareholders shall be entitled tonominate (1) a number of Directors equal to the product of (I) thetotal number of Directors multiplied by (II) the aggregate InterestRatio of the Sumitomo Shareholders, with such product being rounded down to thenearest whole number; provided, however, that such number ofDirectors nominated by the Sumitomo Shareholders shall not be less than oneexcept pursuant to Section 2.2(c)(v); and (2) one or more alternatedirectors for each such Director, and (B) the Apex Shareholders shall beentitled to nominate (1) a number of Directors equal to the product of(I) the total number of Directors multiplied by (II) theaggregate Interest Ratio of the Apex Shareholders, with such product beingrounded down to the nearest

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whole number; provided, however, that such number ofDirectors nominated by the Apex Shareholders shall not be less than one exceptpursuant to Section 2.2(c)(vi); provided, further, that if,solely as a result of the rounding down described in the preceding clauses (A)and (B), one of the Directors to be nominated to the Board (as approved by aGeneral Shareholders Meeting in accordance with Section 2.2(a)) is notnominated, then such Director shall be nominated by the Shareholder Group thathas an aggregate Interest Ratio in excess of 50%.

At each regular GeneralShareholders Meeting called to elect Directors, alternate directors, orSindicos, the Directors, alternate directors, and Sindicos, as applicable,shall be nominated in accordance with this Section 2.2(c)(i), the Estatutos,and the Bolivian Corporations Law.

The Apex Shareholders’ initial nominees to serve asthe Apex Directors and their respective alternate directors are as follows:
| Director           | ** ** | **Alternate Directors**          |
|--------------------|------------|----------------------------------|
| Jeffrey  Clevenger |       | Alan Edwards  Jerry Danni        |
| Gerald J. Malys    |       | Robert Vogels  Marcel F. DeGuire |

 

The Sumitomo Shareholders’initial nominees to serve as the Sumitomo Director and his alternate directorsare as follows: 
| Director         | ** ** | **Alternate Directors**       |
|------------------|------------|-------------------------------|
| Mitsuhiko Yamada |       | Akira Takeuchi  Koji Nakamura |

 

The Apex Shareholdersshall be entitled to nominate one Sindico and the Sumitomo Shareholders shallbe entitled to nominate one Sindico.  TheApex Shareholders’ initial nominee to serve as the Apex Sindico**is Eduardo R. Quintanilla B.  The Sumitomo Shareholders’ initial nominee toserve as the Sumitomo Sindico is Fernando Aguirre B.

#### (ii)                                  Election.  Promptly following the execution and deliveryof this Agreement, an extraordinary General Shareholders Meeting shall be heldfor the purpose of, among other things, amending and restating the Estatutos inthe form attached hereto as Exhibit A. On the same date, a regularGeneral Shareholders Meeting shall be held for the purpose of, among otherthings, (A) electing the Directors and their alternate directorsand (B) electing the

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#### Sindicos. At such extraordinary General Shareholders Meeting, and at each regularGeneral Shareholders Meeting thereafter called to elect Directors, alternatedirectors, or Sindicos*,* theDirectors, alternate directors, and Sindicos, as applicable, shall be electedin accordance with the Estatutos and the Bolivian Corporations Law, and allShareholders shall vote their respective Shares in favor of all of theDirectors, their alternate directors, and Sindicos nominated in accordance withSection 2.2(c)(i).

#### (iii)                               Removal.  The Apex Shareholders shall have the right toremove any or all of the Apex Directors, any alternate director therefor, andthe Apex Sindico at any time with or without cause and no Apex Director,alternate director therefor, or Apex Sindico may be removed without the consentof the Apex Shareholders.  If the ApexShareholders notify the Sumitomo Shareholders of their desire to remove anyApex Director, any alternate director therefor, or the Apex Sindico, theShareholders promptly shall do all things necessary pursuant to Bolivian Lawand the Estatutos to remove such Apex Director, alternate director, or ApexSindico*,* as applicable, and vote theirrespective Shares in favor of such removal. The Sumitomo Shareholders shall have the right to remove any or all ofthe Sumitomo Directors, any alternate director therefor, and the SumitomoSindico at any time with or without cause and no Sumitomo Director, anyalternate director therefor, or Sumitomo Sindico may be removed without theconsent of the Sumitomo Shareholders.  Ifthe Sumitomo Shareholders notify the Apex Shareholders of their desire toremove any Sumitomo Director, any alternate director therefor, or the SumitomoSindico, the Shareholders promptly shall do all things necessary pursuant toBolivian Law and the Estatutos to remove such Sumitomo Director, alternativedirector, or Sumitomo Sindico, as applicable, and vote their respective Sharesin favor of such removal.  The term ofany Director, alternate director, or Sindico so removed shall immediatelyterminate and there shall be a vacancy or vacancies on the Board or in theoffice of Sindico, as applicable,**to be filledas provided in Section 2.2(c)(iv).

#### (iv)                              Vacancies.  Whenever any vacancy has occurred on theBoard or in the office of Sindico**due to theremoval, resignation (other than resignations pursuant to Section 2.2(c)(v) orSection 2.2(c)(vi)), death, or disability of a Director, alternate director, orSindico, it shall be filled by a Person nominated by the Shareholder Group thatnominated such Director, alternate director, or Sindico.  Such Person shall be elected by resolution ofthe General Shareholders Meeting at the next regular General ShareholdersMeeting (which meeting may be called solely for such purpose) following the

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#### Chairman’s receipt of the nomination fromsuch Shareholder Group (or, if the Chairman receives the nomination during aGeneral Shareholders Meeting, then at the meeting in which the Chairmanreceived the nomination).  The Person sonominated and elected shall hold office until the next annual regular GeneralShareholders Meeting and until his or her successor is elected or until his orher earlier removal, resignation, death, or disability.

#### (v)                                 Changesin the Ownership of the Sumitomo Control Group.  Notwithstanding anything to the contrary inSection 2.2(c)(i), Section 2.2(c)(ii), Section 2.2(c)(iii), Section 2.2(c)(iv),and Section 2.7, if the aggregate Interest Ratio of the Sumitomo Shareholdersceases to be at least 20%, then immediately and thereafter until this Agreementis terminated:

##### (A)                              theSumitomo Shareholders’ rights under this Agreement to nominate and remove anyDirector (and any alternate director therefor) and fill a vacancy on the Boardand its rights under this Agreement to nominate and remove any Sindico and filla vacancy in the office of Sindico shall cease;

##### (B)                                theSumitomo Director(s) (and the alternate director(s) therefor) shall, and theSumitomo Shareholders shall cause the Sumitomo Director(s) (and the alternatedirector(s) therefor) to, immediately resign from the Board;

##### (C)                                theApex Shareholders thereupon shall be entitled to remove and appointreplacements for such resigning Director(s) (and the alternate director(s)therefor) and shall be entitled to nominate, elect, and remove any or allDirectors (and an alternate director for each such Director) and fill everyvacancy on the Board, without regard to this Agreement;

##### (D)                               theSumitomo Sindico shall, and the Sumitomo Shareholders shall cause the SumitomoSindico to, immediately resign from the office of Sindico;

##### (E)                                 theApex Shareholders thereupon shall be entitled to remove and appoint replacementsfor such resigning Sindico and shall be entitled to nominate, elect, and removeany or all Sindicos and fill every vacancy in the office of Sindico, withoutregard to this Agreement;

##### (F)                                 theSumitomo Shareholders’ rights under this Agreement to nominate and remove anymember of the Finance and

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##### OperatingCommittee shall cease and any such member shall be deemed removed from theFinance and Operating Committee without any further action of the SumitomoShareholders; and

##### (G)                                theApex Shareholders thereupon shall be entitled to remove and appointreplacements for such removed member of the Finance and Operating Committee,without regard to this Agreement.

#### (vi)                              Changesin the Ownership of the Apex Control Group. Notwithstanding anything to the contrary in Section 2.2(c)(i), Section2.2(c)(ii), Section 2.2(c)(iii), Section 2.2(c)(iv), and Section 2.7, if theaggregate Interest Ratio of the Apex Shareholders ceases to be at least 20%,then immediately and thereafter until this Agreement is terminated:

##### (A)                              theApex Shareholders’ rights under this Agreement to nominate and remove anyDirector (and any alternate director therefor) and fill a vacancy on the Boardand its rights under this Agreement to nominate and remove any Sindico and filla vacancy in the office of Sindico shall cease;

##### (B)                                theApex Director(s) (and the alternate director(s) therefor) shall, and the ApexShareholders (as applicable) shall cause the Apex Director(s) (and thealternate director(s) therefor) to, immediately resign from the Board;

##### (C)                                theSumitomo Shareholders thereupon shall be entitled to remove and appointreplacements for such resigning Director(s) (and the alternate director(s)therefor) and shall be entitled to nominate, elect, and remove any or allDirectors (and an alternate director for each such Director) and fill everyvacancy on the Board, without regard to this Agreement;

##### (D)                               theApex Sindico shall, and the Apex Shareholders shall cause the Apex Sindico to,immediately resign from the office of Sindico;

##### (E)                                 theSumitomo Shareholders thereupon shall be entitled to remove and appointreplacements for such resigning Sindico and shall be entitled to nominate,elect, and remove any or all Sindicos and fill every vacancy in the office ofSindico, without regard to this Agreement;

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##### (F)                                 theApex Shareholders’ rights under this Agreement to nominate and remove anymember of the Finance and Operating Committee shall cease and any such membershall be deemed removed from the Finance and Operating Committee without anyfurther action of the Apex Shareholders; and

##### (G)                                theSumitomo Shareholders thereupon shall be entitled to remove and appointreplacements for such removed member of the Finance and Operating Committee,without regard to this Agreement.

### (d)           Chairman.  Subject to Section 2.2(c)(i), the Directorsshall elect annually one of the Apex Directors to serve as Chairman *(presidente)* of the Board (the “Chairman”), whoseterm and duties shall be as determined by the Board.  In addition, subject to Section 2.2(c)(i),the Directors shall elect annually (i) one of the Apex Directors to serveas Vice Chairman *(vicepresidente)* of the Board(the “Vice Chairman”), to substitute for the Chairman in the event ofabsence, impediment or death of the Chairman; and (ii) a Secretary of theBoard, who shall be responsible for preparing all resolutions of the GeneralShareholders Meeting and the Board, sending and delivering all notices,managing the correspondence with respect to all matters delegated thereto,issuing evidentiary documents *(constancias)*and certifications, verifying the resolutions and maintaining the books of MSC,and exercising all other powers and obligations provided by this Agreement andthe Estatutos or required by the Board.

### (e)           Board Meetings;Notice.  Regular meetings of theBoard shall be held at least once every six months**,** at such times and places as the Board determines; provided,however, that no Board meeting shall be held in a place other than alocation reasonably convenient to all Directors in any of Denver, Colorado,U.S.A., New York, New York, U.S.A. and La Paz, Bolivia, unless all theDirectors shall have agreed in advance to the holding of such meeting in suchother place.  As promptly as practicablefollowing the execution and delivery of this Agreement, a regular meeting ofthe Board shall be held for the purpose of, among other things, determining thetimes and places for the remaining regular meetings of the Board during thecurrent calendar year.  Special meetingsof the Board (i) may be called by the Chairman on his or her owninitiative, (ii) shall be called by the Chairman with reasonablepromptness after he or she receives a written request therefor from anyDirector, and (iii) may be called by any Director if (A) due todeath, disability, resignation, removal, or any other reason, there is noChairman then acting, or (B) the Chairman fails to call a meeting asrequired by the preceding clause (ii). In connection with all regular meetings of the Board and all specialmeetings of the Board properly called in accordance with the precedingsentence, notice of the place and time thereof and a brief description of theitems to be discussed and voted on thereat (which description shall, in thecase of regular meetings, include any item that any Director requests inwriting as long as (1) such written request is delivered to all otherDirectors within a reasonable time before such notice is sent and (2) suchrequest relates to an issue customarily addressed by boards of directors of *sociedades*

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### *anónimas*in Bolivia) shall be delivered to all Directors and alternate directors bycertified letter, and by facsimile or email, at least seven Business Days priorto the date such meeting is to be held; provided, however, thatthe Directors may, by attendance at such meeting of all the Directors then inoffice (including alternate directors for any absent Directors), forego orwaive such notice, and any Director’s attendance (or, if any Director isabsent, the respective alternate director’s attendance) at such meeting shallbe deemed a waiver thereof; and provided, further, however,that the validity of any action taken by the Board shall not be affected bywhether the notice of meeting or the description of the items to be discussedand voted on thereat is correct or complete. If, in the future, the Bolivian Corporations Law permits Directors andalternate directors to participate in Board meetings through telephoneconference calls, videoconferences, or any other technological means, nothingin this Agreement shall be deemed to prohibit such participation through anysuch means.

### (f)            Quorum.  A majority of the Directors then in office(or an alternate director for any absent Director) shall constitute a quorum tohold a meeting for all purposes at any regular or special meeting of the Board;provided, however, that with respect to any matter that cannot beapproved without the affirmative vote of at least one Sumitomo Director and atleast one Apex Director, a majority of the Directors then in office (or analternate director for any absent Director), including at least one SumitomoDirector (or, if absent, his or her respective alternate director) and at leastone Apex Director (or, if absent, his or her respective alternate director),shall constitute a quorum for purposes of voting on such matter.  If any Director is absent from any regular orspecial meeting of the Board, one of his or her alternate directors shall beentitled to attend such meeting, to act in his or her stead, and to exerciseall rights and powers such Director would have been entitled to exercise had hebeen present thereat, and for purposes of this Agreement any such alternatedirector shall be considered a Director for purposes of such meeting.  If the absence of one or more Directors andtheir alternate directors from any regular or special meeting of the Boardprevents the establishment of a quorum thereat (including with respect to anyparticular matter), then (i) the Chairman presiding at such meeting, or,in his absence, the Vice Chairman, or, in his absence, another Directordesignated by a majority of the Directors in attendance to preside at suchmeeting, shall adjourn such meeting (unless such lack of quorum relates only toa particular matter, in which case the meeting may proceed as to the othermatters and thereafter shall be adjourned only with respect to such matter),and (ii) the Chairman shall call for such meeting to be reconvened on adate chosen by a majority of the Directors then present, which date shall be noearlier than three Business Days nor later than 10 Business Days following thedate for which such meeting was originally called.  Notice of such reconvened meeting shall bedelivered or waived in accordance with Section 2.2(e).  At such reconvened meeting, the presence orabsence of a quorum shall be determined in accordance with this Section 2.2(f)and, if the absence of one or more Directors and their alternate directorstherefrom prevents the establishment of a quorum, then the procedures set forthin this Section 2.2(f) shall be repeated until such time as a meeting isreconvened and a quorum is present thereat. If any Director and his or her alternate director fails, without cause,to attend two successive meetings of the Board, and such failures prevent theestablishment of a quorum (either with respect to such

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### meetings ingeneral or with respect to any particular matter), then, promptly following theParty or Parties that nominated such Director and his or her alternate directorreceiving a written request from any other Party to remove and replace suchDirector and alternate director, the Shareholders promptly shall do all thingsnecessary pursuant to Bolivian Law and the Estatutos to remove such Directorand alternate director, as applicable, and vote their respective Shares infavor of such removal.  The term of anyDirector or alternate director so removed shall immediately terminate and thereshall be a vacancy or vacancies in the Board to be filled as provided inSection 2.2(c)(iv).

### (g)           Voting.  Each Director (including the alternatedirector for any absent Director) present at a Board meeting shall be entitledto one vote on each matter presented to the Board for a vote.  Subject to Section 2.3, and except asotherwise provided under Bolivian Law, the affirmative vote of a majority ofDirectors (or an alternate director for any absent Director) present at ameeting where a quorum is present and acting throughout the time such vote istaken shall be required to approve any action of the Board.

### (h)           Compensation.  All Directors and alternate directors shallserve without remuneration by MSC, but shall be reimbursed by MSC for allreasonable out-of-pocket, travel, lodging, food, and incidental expensesincurred thereby in connection with their attendance at Board meetings andtheir other duties performed as Directors of MSC.  All Sindico shall receive compensation fromMSC customary with local practice in Bolivia and shall be reimbursed by MSC forall reasonable out-of-pocket, travel, lodging, food, and incidental expensesincurred thereby in connection with their attendance at Board meetings andGeneral Shareholder Meetings.

### (i)            Conflict ofInterest.  An officer of MSC or aDirector who is a party to, or is a director or officer of or has a materialinterest in a party to a material Contract or proposed material Contract withMSC shall disclose in writing to MSC or request to have entered into theminutes of the meeting of the Board, the nature and extent of thatinterest.  To the extent not restrictedby the Bolivian Corporations Law following that disclosure, the officer of MSCor Director may vote on the approval of any proposed material Contract or onany matter or issue arising in respect of any material Contract or proposedmaterial Contract notwithstanding the interest of such officer or Director.

## Section 2.3             Significant Matters.

### (a)           To the fullest extentpermitted by applicable Law and notwithstanding anything to the contrary in theEstatutos or any other Governing Document of MSC or any of its Subsidiaries,except as provided in Section 2.3(c), Section 2.4, Section 3.3, and Section3.5, the following acts, expenditures, decisions, and obligations made orincurred by or on behalf of MSC or any of its Subsidiaries (each, a “SignificantMatter”) shall require the prior approval of either (1) the Boardpursuant to the affirmative vote of a majority of Directors (includingalternate directors for any absent Directors) present at a meeting of the Boardwhere a quorum is present and acting throughout the time such vote is taken, whichmajority shall include at least one Apex Director and one Sumitomo Director, or(2) subject to Section 2.3(b), the General Shareholders Meeting pursuantto

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### theaffirmative vote of the holder or holders of more than 75% of Shares issued,outstanding, and entitled to vote thereon in attendance thereat, whetherpresent in person or represented by a letter (*carta poder*)or a notarized power of attorney, where a quorum is present and actingthroughout the time such vote is taken:

#### (i)                                     unlesspursuant to Section 3.5(b), any operating expenditure or series of relatedoperating expenditures by MSC or any of its Subsidiaries in any calendar year,not otherwise included in the Program and Budget for that year (without givingeffect to any amendment or modification of such Program and Budget made inaccordance with Section 2.3(a)(iv)), that results in an increase in operatingexpenditures under such Program and Budget by more than 15% for that year;

#### (ii)                                  unlesspursuant to Section 3.5(b), any capital expenditure or series of relatedcapital expenditures by MSC or any of its Subsidiaries in any calendar year,not otherwise included in the Program and Budget for that year (without givingeffect to any amendment or modification of such Program and Budget made in accordancewith Section 2.3(a)(iv)), that results in an increase in capital expendituresunder such Program and Budget by more than 15% for that year;

#### (iii)                               anyexpenditure or series of expenditures relating to exploration by MSC or any ofits Subsidiaries in any calendar year, not otherwise included in the Programand Budget for that year, in excess of US$1,000,000.00 in the aggregate;

#### (iv)                              fromand after the Commercial Operations Date, the approval of (A) any Programand Budget proposed by MSC’s officers in accordance with Section 3.2 and(B) unless pursuant to Section 3.5(b), any amendment or modification to,or deviation (including a deviation otherwise permitted under any clause ofthis Section 2.3(a)) from, any Program and Budget for any calendar year that resultsin an increase in the aggregate operating and capital expenditures under theProgram and Budget for that year by more than 15%;

#### (v)                                 anyincurrence by MSC or any of its Subsidiaries of Indebtedness in any calendaryear in excess of 15% of the aggregate operating and capital expenditures underthe Program and Budget for that year, other than Indebtedness incurred(A) pursuant to the Financing Documents, (B) to New Metals or ServiceCompany in respect of amounts payable by MSC under the MSC Management Agreementor the New Concentrate Sales Agreement, (C) to any member of the ApexControl Group or Sumitomo Control Group pursuant to ARTICLE IV,(D) pursuant to the then applicable

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#### Program and Budget, (E) pursuant to theApex Sweden MSC Subordinated Note and the New Sweden 1 MSC Subordinated Note,and (F) pursuant to the Mandatory Metals Hedge Agreements;

#### (vi)                              anyrequest for, modification of the terms of, or prepayment (other than inaccordance with dividend and distribution policies set forth in Section 7.7)of, Additional Funds from the Shareholders in the form of Shareholder Loans orShareholder Capital Contributions, other than any request for Additional Funds(A) required to fund any expenditure under the then applicable Program andBudget, (B) in respect of any expenditure for which approval is notrequired or, if required, has been given under Section 2.3(a)(i), Section2.3(a)(ii), Section 2.3(a)(iii), or Section 2.3(a)(iv), or (C) required tofund any expenditure permitted by Section 3.5;

#### (vii)                           any Saleor Pledge of all or part of MSC’s equity interests in any of its Subsidiaries,or any formation of any Subsidiary or the acquisition of any Person, whichfollowing such acquisition shall be a Subsidiary of MSC;

#### (viii)                        anylending of money, extending credit, or making advances to any Person by MSC orany of its Subsidiaries (each, a “Loan”), in each case other than(A) Loans for prepaid expenses, negotiable instruments held forcollection, and lease, utility, workers compensation, performance, and other similardeposits and bonds made in the ordinary course of business, (B) Loans toemployees, officers, and Directors made in the ordinary course of business,(C) Loans made to contractors or subcontractors in the ordinary course ofbusiness in connection with the construction of the Project, (D) accountsreceivable and commercially reasonable advances to customers in the ordinarycourse of business and extensions of trade credit, (E) deposits at banksand other financial institutions and investments in cash equivalents,(F) one or more other Loans, all made in the ordinary course of businessin connection with the operation of the Project and having an aggregateprincipal amount of less than US$10,000,000.00 at any time outstanding, and(G) Loans made pursuant to the then applicable Program and Budget;

#### (ix)                                anyacquisition of any equity interest in any Entity, any acquisition of all orsubstantially all the assets of any Entity, or any entering into anypartnership, or profit sharing agreement, or joint venture with any otherPerson, by MSC or any of its Subsidiaries;

#### (x)                                   anySale or Pledge, in one transaction or a series of related transactions, of anasset or assets of MSC or any of its Subsidiaries

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#### (except for equity interests in anySubsidiary of MSC) with a value in excess of US$10,000,000.00 in the aggregatein any calendar year, other than any Sale or Pledge required pursuant to theFinancing Documents or in the ordinary course of business;

#### (xi)                                (A) anymerger or consolidation of MSC or any of its Subsidiaries with or into anyother Person or any merger or consolidation of any other Person with or intoMSC or any of its Subsidiaries, or (B) any Sale, in one transaction or aseries of related transactions, of all or substantially all of the business orassets of MSC or any of its Subsidiaries;

#### (xii)                             anyBankruptcy of MSC or any of its Subsidiaries;

#### (xiii)                          permanentcessation or suspension for more than 180 consecutive days of mining at, or theabandonment of, the Project;

#### (xiv)                         anymodification of the dividend and other distribution policies set forth inSection 7.7****or any declaration orauthorization of the payment by MSC of dividends and other distributions otherthan in accordance with****Section7.7;

#### (xv)                            anyexecution, delivery, or performance by MSC or any of its Subsidiaries of anyHedge Instrument (other than any Hedge Instrument that is a Mandatory MetalsHedge Agreement);

#### (xvi)                         except asmay be required by applicable Law, any amendment of the Estatutos or any otherGoverning Documents of MSC or any of its Subsidiaries (including any amendmentto increase or decrease the number of Directors);

#### (xvii)                      any makingof any guaranty by, or any granting of any security interest on the propertyof, MSC or any of its Subsidiaries, other than (A) any guaranty or securityinterest in respect of any Indebtedness permitted by Section 2.3(a)(v),(B) any Pledge permitted by Section 2.3(a)(x), and (C) any guarantyor security interest required by any Material Project Document or any Contractentered into in accordance with Section 2.7(b)(iv);

#### (xviii)                   unless madepursuant to ARTICLE IV or ARTICLE VI and except as may be required byapplicable Law, any change in the capital structure, or any increase orreduction of the authorized capital stock (or other Equity Interests), of MSCor any of its Subsidiaries, or reclassification of such stock (or other EquityInterests) including by changing the number, par value, preferences, or rightsthereof, or creation of new classes of capital stock (or other EquityInterests) of MSC or any of its Subsidiaries, or any public offering

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#### of capital stock (or other Equity Interests)of MSC or any of its Subsidiaries;

#### (xix)                           anyappointment or removal of the auditors of MSC or any of its Subsidiaries,unless such appointment is of one of the Big Four Auditing Firms or upon suchremoval one of the Big Four Auditing Firms will be appointed for the auditorsso removed; and

#### (xx)                              anymaterial change in the accounting policies or principles of MSC or any of itsSubsidiaries, other than any change permitted under or required by GAAP.

### (b)           Notwithstandinganything to the contrary in Section 2.3(a), if a Significant Matter has beenapproved by the Board in accordance with Section 2.3(a), and the Estatutos orapplicable Law requires that such Significant Matter also be approved by theGeneral Shareholders Meeting, then as long as such General Shareholders Meetingis called for that purpose within 90 days from the date on which the Boardapproved the Significant Matter, (i) such Board approval shall be sufficientto satisfy the requirements of Section 2.3(a), (ii) holders of at leastthe number of Shares issued, outstanding, and entitled to vote, whether presentin person or represented by a letter (*carta poder*) ora notarized power of attorney, set forth in Section 2.1(d)(i) or Section2.1(d)(ii), as applicable, shall constitute a quorum for purposes of voting onsuch Significant Matter, (iii) in accordance with Section 2.1(e) andunless a higher voting percentage is required under Bolivian Law, such GeneralShareholders Meeting may approve such Significant Matter by the affirmativevote of the holder or holders of a majority of Shares issued, outstanding, andentitled to vote thereon, and (iv) at such General Shareholders Meeting,each Shareholder shall vote its Shares in favor of such Significant Matter.

### (c)           Notwithstandinganything to the contrary in Section 2.3(a), Section 2.3(b), Section 2.4,Section 2.5, or Section 2.7(b), if the aggregate Interest Ratio of eitherShareholder Group ceases to constitute at least 25%, then immediately andthereafter until this Agreement is terminated:

#### (i)                                     Section2.3(a), Section 2.3(b), Section 2.4, Section 2.5, and Section 2.7(b), shallterminate and cease to have any force or effect; and

#### (ii)                                  theShareholders shall take all necessary action to amend the Estatutosaccordingly.

## Section 2.4             Deadlock on Significant Matters.

### (a)           If, at each of twoconsecutive meetings of the Board (each, a “Deadlock Meeting”), the ApexDirectors and the Sumitomo Director have opposing positions with respect to anySignificant Matter, the Directors shall confer in good faith over the course ofa period of 30 days following the date of the second Deadlock Meeting toresolve the matter and if, after such period, the matter on which there isdisagreement has not been

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### resolved byBoard action pursuant to Section 2.3(a), a “deadlock” shall be deemed toexist.

### (b)           If at any time adeadlock is deemed to exist under Section 2.4(a) with respect to a SignificantMatter (other than with respect to a Significant Matter enumerated in Section2.3(a)(iv)), MSC shall not make or incur any act, expenditure, decision, orobligation in respect of such Significant Matter and the *status quo*as it existed prior to such deadlock shall be preserved until such time as theDirectors or the Shareholders resolve such deadlock.

### (c)           If at any time adeadlock is deemed to exist with respect to a Significant Matter enumerated inSection 2.3(a)(iv), the provisions of Section 3.3 shall apply.

## Section 2.5             Management.  Any officers of MSC (including the president,vice president, general manager, chief financial officer, and secretary of MSC)appointed after the date hereof shall be appointed by the Board from one ormore candidates nominated by Apex, subject to the approval of the SumitomoDirector, such approval not to be unreasonably withheld.  For the avoidance of doubt, no officer of MSCon the date hereof shall have to be reappointed under this Section 2.5 tocontinue as an officer of MSC.  Subjectto any agreements between MSC and its officers, and subject to applicableprovisions of Bolivian labor Laws, the Board shall be entitled to terminate anyof MSC’s officers, at any time with or without cause.  The officers shall be responsible forimplementing the decisions of the Shareholders and the Board and for conductingthe business and affairs of MSC, subject to the terms of this Agreement and thepolicies and limitations established by, and the supervision of, theShareholders and the Board.

## Section 2.6             Indemnification of Directors, Officers,and Sindicos.

### (a)           MSC shall indemnify andhold harmless, to the maximum extent permitted by applicable Law, any Personwho was or is a party or is threatened to be made a party to, from and against,any threatened, pending, or completed action, suit, or proceeding, whethercivil, criminal, administrative, or investigative (other than an action by orin the right of MSC) by reason of the fact that the Person is or was a Directoror officer of MSC, or is or was serving at the request of MSC as a director orofficer of another Person, against expenses (including reasonable attorneys’fees), judgments, fines, and amounts paid in settlement actually and reasonablyincurred by the individual in connection with such action, suit, or proceedingif the individual acted lawfully and in good faith and in a manner theindividual reasonably believed to be in or not opposed to the best interests ofMSC, and, with respect to any criminal action or proceeding, had no reasonablecause to believe the individual’s conduct was unlawful.

### (b)           MSC shall indemnifyeach Sindico and hold each Sindico harmless, to the maximum extent permitted byapplicable Law, from and against all claims, causes of action, liabilities,obligations, losses, damages, penalties, actions, judgments, suits, costs,expenses, fees, Taxes, and other liabilities, including reasonable attorneys’fees (whether incurred at trial, at an appellate level, or without litigation)by whomsoever brought or caused, including any and all of the shareholders,past, present, or future, of MSC, or any

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### Person relatedto MSC, which may at any time or times be imposed upon, incurred by or assertedagainst such Sindico, in any way arising under or relating to such Sindico’sappointment as Sindico (including any claim, action, and the like based on anallegation of improper domicile at the time of such Sindico’s appointment orduring the exercise of such Sindico’s functions) or any resolutions, actions,lack of actions, or any other performance or non performance by such Sindico asa result of such Sindico’s said condition, except to the extent of such Sindico’sgross negligence or willful misconduct. MSC, in its own name and that of any of its parent companies, branches,Subsidiaries, Affiliates, Controlled or related Entities of any kind, herebyexpressly waives and releases each Sindico from any and all claims and causesof action whatsoever that MSC may at any time or times have against suchSindico.

## Section 2.7             Finance andOperating Committee.

### (a)           Establishment;Appointment and Removal of Members; Finance and Operating Committee Chairman.  The Shareholders hereby establish a Financeand Operating Committee (the “Finance and Operating Committee”).  The Finance and Operating Committee shallconsist of one or more members (and one or more alternate members therefor)appointed and removed by the Apex Shareholders (each, an “Apex Member”)and one or more members (and one or more alternate members therefor) appointedand removed by the Sumitomo Shareholders (each, a “Sumitomo Member”).  The chairman of the Finance and OperatingCommittee (the “Finance and Operating Committee Chairman”) shall beappointed and removed by the Shareholder Group that has an aggregate InterestRatio in excess of 50% (or by the Shareholder Group having the largestaggregate Interest Ratio, if no Shareholder Group has an aggregate InterestRatio in excess of 50%) from among the members of the Finance and OperatingCommittee.  Subject to the limitationscontained in Section 2.7(e), the term and duties of the Finance and OperatingCommittee Chairman shall be as determined by the Finance and OperatingCommittee.

### (b)           SignificantOperational Matters.  To the fullestextent permitted by applicable Law and notwithstanding anything to the contraryin the Estatutos or any other Governing Document of MSC or any of itsSubsidiaries, except as provided in Section 2.3(a), Section 2.3(b), Section2.3(c), Section 2.4, Section 3.3, and Section 3.5, the following acts,expenditures, decisions, and obligations made or incurred by or on behalf ofMSC or any of its Subsidiaries (each, a “Significant Operational Matter”)shall require the prior approval of at least one Apex Member and one SumitomoMember in a writing or other instrument designated as such:

#### (i)                                     (A) anytermination of any Material Project Document to which it is a party, anyamendments thereto, or any waiver of any of its rights thereunder, except inthe ordinary course of business; (B) any termination of any FinancingDocument to which it is a party, any material amendments thereto, or any waiverof any of its material rights thereunder; and (C) any voluntary prepaymentof any Indebtedness incurred by MSC or its Subsidiaries pursuant to

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#### the FinancingDocuments or otherwise in an amount exceeding US$10,000,000.00, the refinancingof any such Indebtedness, or any replacement or restatement of any suchdocument, agreement, or instrument evidencing such Indebtedness;

#### (ii)                                  anyexercise or waiver of any “Buy-Out Rights” under the Transmission LineAgreement;

#### (iii)                               (A) anydetermination to commence legal action with respect to any litigation orarbitration matter or claim (collectively, a “Claim”) that exceeds or isreasonably likely to exceed US$10,000,000.00, or (B) any settlement of aClaim, which settlement (1) exceeds or is reasonably likely to exceedUS$10,000,000.00, (2) involves any acknowledgement by MSC or any of itsSubsidiaries of criminal misconduct or criminal negligence, or(3) involves any injunctive relief, in each case of clause (A) and (B)of this Section 2.7(b)(iii), except for any legal action or settlement requiredto comply with Law or any legal action or any settlement of any Claim inresponse to or as a result of an emergency;

#### (iv)                              anyentering into any material Contract or any amendment, termination, or waiver ofany of its material rights under any such Contract, (A) which Contractinvolves expenditures that are not contemplated by the then applicable Programand Budget or permitted by Section 2.3(a)(i), Section 2.3(a)(ii), Section2.3(a)(iii), Section 2.3(a)(iv), Section 2.3(a)(v), or Section 3.5(b);(B) which Contract effects an amendment, termination, or waiver that isnot permitted under Section 2.7(b)(i); (C) which amendment, termination,or waiver is not permitted under Section 2.7(b)(i); or (D) which Contract,amendment, or waiver is not permitted under Section 2.7(b)(v);

#### (v)                                 anyentering into, amendment of, or waiver of any of its rights under, any Contractbetween MSC or any of its Subsidiaries, on the one hand, and any Shareholder orany Affiliate or Subsidiary of any Shareholder (other than MSC, New Metals, NewCayman, and their respective Subsidiaries), on the other hand,(A) involving an expenditure or the incurrence of a liability by MSC orany of its Subsidiaries exceeding US$1,000,000.00 in any one year or that arenot contemplated by the then applicable Program and Budget or (B) not onarm’s length terms; and

#### (vi)                              anychange, replacement, or termination of Service Company pursuant to, or anyamendment, termination, or waiver of, the MSC Management Agreement.

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### (c)           Meetings.  Regular meetings of the Finance and OperatingCommittee shall be held at least once every calendar quarter, at such times andplaces as all the members of the Finance and Operating Committee determine orthe Finance and Operating Committee Chairman determines if such members cannotagree; provided, however, that no meeting of the Finance andOperating Committee that is held in person shall be held in a place other thana location reasonably convenient to all the members of such committee in any ofDenver, Colorado, U.S.A., New York, New York, U.S.A., and La Paz, Bolivia,unless at least one of each of the Apex Member(s) and the Sumitomo Member(s)shall have agreed in advance to the holding of such meeting in such otherplace.  Special meetings of the Financeand Operating Committee may be called by the Finance and Operating CommitteeChairman on his or her own initiative or by any two members of the Finance andOperating Committee.  Reasonable noticeshall be given by facsimile or email or telephone prior to the date suchmeeting is to be held.  Members of theFinance and Operating Committee and alternate members may participate in theFinance and Operating Committee’s meetings through telephone conference calls,videoconferences, or any other technological means available.  The Finance and Operating Committee Chairmanshall cause minutes of such meetings to be recorded and entered into therecords of MSC.

### (d)           Compensation.  All members of the Finance and OperatingCommittee and alternate members shall serve without remuneration by MSC, butshall be reimbursed by MSC for all reasonable out-of-pocket, travel, lodging,food, and incidental expenses incurred thereby in connection with theirattendance at any Finance and Operating Committee meetings.

### (e)           Scope and Function.  The Finance and Operating Committee shallserve an informational and advisory function, and as such, shall have no poweror authority to bind MSC or act on its behalf insofar as third parties areconcerned.  Notwithstanding anything tothe contrary in this ARTICLE II, if a Significant Operational Matter has beenapproved in writing by at least two members of the Finance and OperatingCommittee in accordance with Section 2.7(b), and the Estatutos or applicableLaw requires that such Significant Operational Matter also be approved by theGeneral Shareholders Meeting or the Board, then each Shareholder shall vote itsShares or, as applicable, cause any Director it nominated to vote, in favor ofsuch Significant Operational Matter.

# **ARTICLEIIIPROGRAM AND BUDGETS**

## Section 3.1             InitialProgram and Budget.  The DevelopmentPlan is the initial Program and Budget and has been approved by the Board (asconstituted prior to the date hereof). The initial Program and Budget may be amended, modified, and revisedfrom time to time subject to approval by the Board, including, if thenrequired, approval by the Board in accordance with Section 2.3(a)(iv).

## Section 3.2             AnnualProgram and Budget.  For eachcalendar year beginning from and after the calendar year in which theCommercial Operations Date falls, at least 60 days prior to the end of thatyear, a Program and Budget shall be prepared by MSC’s management, as directed

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## by the Board.  Unless directedotherwise by the Board, each such proposed Program and Budget shall cover afive-year period, with the part of the Program and Budget related to the firstyear being substantially in the form and having substantially the same degreeof detail as the Development Plan, with such changes as MSC’s managementdetermines are then appropriate considering the stage of operation anddevelopment of the Project.  Onceprepared, such proposed Program and Budget shall be delivered to each of theDirectors, and the Chairman shall call a regular or special meeting of theBoard in accordance with Section 2.2(e) to review, discuss, and vote on suchproposed Program and Budget, which meeting shall in no event be held earlierthan 15 days after the delivery of such proposed Program and Budget to the SumitomoDirector(s), if any.  During the timebetween the delivery of such proposed Program and Budget to the SumitomoDirector(s), if any, and the meeting of the Board referred to in the precedingsentence, (a) at the request of any Director, the Board shall hold aninformal meeting (either in person or by conference telephone) to discuss suchproposed Program and Budget, and (b) MSC’s management shall seek todevelop revisions or clarifications to such proposed Program and Budgetreflecting all reasonable requests, if any, of any Director with respect tosuch proposed Program and Budget.  Forthe avoidance of doubt, unless the Parties agree otherwise, the approval ofsuch Program and Budget required under Section 2.3(a)(iv) shall be in respectof the first calendar year of the five-year period covered by the proposedProgram and Budget.

## Section 3.3             Deadlockon Proposed Program and Budgets.

### (a)           If the Board fails toapprove a proposed Program and Budget, including a Program and Budget requiredto be approved by the Board in accordance with Section 2.3(a)(iv), by thebeginning of the period to which such proposed Program and Budget applies or ifa deadlock is deemed to exist under Section 2.4(a) with respect to aSignificant Matter enumerated in Section 2.3(a)(iv), subject to the contrarydirection of the Board, including, if then required, such direction approved bythe Board in accordance with Section 2.3(a)(iv), and to the receipt ofnecessary funds, MSC shall continue operations at levels comparable with thelast adopted Program and Budget.  Forpurposes of determining the required contributions of the Shareholders, thelast adopted Program and Budget shall be deemed extended.

### (b)           If at any time adeadlock is deemed to exist under Section 2.4(a) with respect to a SignificantMatter enumerated in Section 2.3(a)(iv) (but only to the extent that suchSection 2.3(a)(iv) deadlock has continued with respect to the approval of anyproposed Program and Budget for at least 180 days after the beginning of theperiod to which such proposed Program and Budget applies), then either the ApexShareholders or the Sumitomo Shareholders, which ever constitutes the MajorityShareholder Group, as determined on the date the Deadlock Notice is deliveredhereunder, shall have the right to declare such matter deadlocked by deliveringa written notice declaring such matter deadlocked (a “Deadlock Notice”)to either the Sumitomo Shareholders or the Apex Shareholders, whichever doesnot constitute the Majority Shareholder Group as of such date of determination,and, thereafter and notwithstanding anything to the contrary in this Agreement,the approval of such proposed Program and Budget shall require the affirmativevote of a majority of Directors (or an alternate director for any absent 

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### Director)present at a meeting of the Board where a quorum of a majority of Directors (oralternate director for any absent Director) is present and acting throughoutthe time such vote is taken.  If after aDeadlock Notice is delivered, such proposed Program and Budget or anysubsequent Program and Budget is approved in accordance with Section2.3(a)(iv), the deadlock under Section 2.4(a) with respect to a SignificantMatter enumerated in Section 2.3(a)(iv) shall no longer be deemed to exist.

## Section 3.4             PutRight.

### (a)           Conditions toExercise; Exercise Period.  If(i) the Apex Shareholders shall have delivered a Deadlock Notice to theSumitomo Shareholders pursuant to Section 3.3(b) with respect to a proposedProgram and Budget for any calendar year, (ii) such proposed Program andBudget shall have been approved by the affirmative vote of a majority ofDirectors (or an alternate director for any absent Director), which majorityshall not have included a Sumitomo Director (or an alternate director therefor),and (iii) the aggregate Interest Ratio of the members of Sumitomo ControlGroup that are Sumitomo Interestholders shall be less than 25% solely as aresult of the members of the Sumitomo Control Group that are SumitomoInterestholders not contributing their proportionate share of AdditionalPost-Commercial Operations Funds under ARTICLE IV pursuant to such proposedProgram and Budget or any other Program and Budget in respect of which aDeadlock Notice has been delivered by the Apex Shareholders to the SumitomoShareholders (and not as a result of any Sale of Interests or Sumitomo IndirectInterests), then beginning on the date on which all the conditions specified inclauses (i) through (iii) of this Section 3.4(a) shall have been satisfiedand ending on the date 180 days thereafter (the “Exercise Period”), themembers of the Sumitomo Control Group that are Sumitomo Interestholders shallhave the right (the “Put Right”) on no more than one occasion to Sellall, but not less than all, of their Interests, their or their Affiliates’, NewMetals Interests and New Cayman Interests and their or their Affiliates’ right,title, and interest in the Transmission Line Loan Documents and in allDefaulting Shareholder Loans made to any Apex Shareholder (collectively, the “PutInterests”) to the Apex Shareholders for a purchase price equal to the PutPrice on the terms and conditions of this Section 3.4.  The members of the Sumitomo Control Groupthat are Sumitomo Interestholders may exercise the Put Right by delivering anotice (the “Put Notice”) to the Apex Shareholders during the ExercisePeriod stating the desire of the members of the Sumitomo Control Group that areSumitomo Interestholders to Sell all, but not less than all, of the PutInterests to the Apex Shareholders for a purchase price equal to the Put Priceon the terms and conditions of this Section 3.4.

### (b)           Put Price.  For purposes of this Agreement, “Put Price”means the product of (i) US$224,000,000.00 times (ii) afraction, the numerator of which is December 31, 2005 Reserves minusTonnes Processed, and the denominator of which is December 31, 2005Reserves.  For purposes of thisAgreement, “December 31, 2005 Reserves” means 231,000,000 tonnes ofore, and “Tonnes Processed” means the aggregate tonnes of ore mined,crushed, and milled or otherwise processed by MSC from after the date hereof toand including the date immediately prior to the Put Closing Date.

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### (c)           Put Closing.  The closing (the “Put Closing”) of thepurchase and sale of the Put Interests pursuant to this Section 3.4 shall occurat such time and place as the Apex Shareholders and the members of the SumitomoControl Group that are Sumitomo Interestholders agree or, if such time andplace have not otherwise been agreed by them, at the offices of Service Companyat 10:00 a.m., local time, on the date that is 180 days after the PutNotice shall have been delivered to the Apex Shareholders (subject to delaysreasonably beyond the control of the members of the Sumitomo Control Group thatare Sumitomo Interestholders and the Apex Shareholders in obtaining necessaryapprovals and consents of Governmental Authorities and any other Person).  The Parties shall cooperate in good faithwith respect to all actions necessary to effect the Put Closing, including theexecution of all reasonably requested documentation and the making, delivery,and obtaining of all necessary approvals and consents of Governmental Authoritiesand any other Person.  At the PutClosing, the Apex Shareholders shall pay to the members of the Sumitomo ControlGroup that are Sumitomo Interestholders the Put Price by wire transfer ofimmediately available Dollar funds to such account or accounts designated bythe members of the Sumitomo Control Group that are Sumitomo Interestholdersprior to the Put Closing against the Sale to the Apex Shareholders of all theright, title, and interest of the members of the Sumitomo Control Group thatare Sumitomo Interestholders or their Affiliates, as applicable, in and to thePut Interests, free and clear of all Liens and Restrictions (as defined in thePurchase and Sale Agreement), other than (i) Liens imposed by applicableLaw or created by this Agreement or the documentation executed and delivered inconnection with the Put Closing, (ii) Liens arising pursuant to theGoverning Documents of MSC and New Metals, and (iii) Liens arisingpursuant to any secured financing consummated by MSC or any of its Subsidiaries.

### (d)           Termination of Put Right.  Notwithstanding anything to the contraryunder this Agreement, if a Sale of Interests to which Section 5.2(e) applieshas occurred and such Sale would result in references to “Sumitomo” in thisAgreement being deemed to be to another Person pursuant to Section5.2(e)(i)(B), then immediately upon the consummation of such Sale this Section3.4 shall terminate and cease to have any force or effect.

## Section 3.5             Overruns;Emergencies.

### (a)           The appropriate officers of MSC shallnotify the Directors promptly of any proposed material departure from theProgram and Budget and of any emergency of the type set forth in Section3.5(b).

### (b)           Notwithstanding anything to thecontrary under this Agreement including Section 2.3(a), in case of emergency orto comply with applicable Law,  MSC andany of its Subsidiaries may take any reasonable action and make expendituresits or their respective officers reasonably deem necessary to protect life,limb, or property, or to protect and maintain the business and assets of MSCand any of its Subsidiaries from imminent material economic loss.

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## Section 3.6             Terminationof Certain ARTICLE III Rights. Notwithstanding anything to the contrary in Section 3.2 or Section 3.3,if the aggregate Interest Ratio of the Sumitomo Shareholders ceases to be atleast 25%, then immediately and thereafter until the termination of thisAgreement:

### (a)           except with respect to the exerciseof the Put Right, Section 3.2 and Section 3.3 shall terminate and cease to haveany force or effect;

### (b)           the Shareholders shall take allnecessary action to amend the Estatutos accordingly.

# **ARTICLEIVFINANCING OF MSC**

## Section 4.1             NoObligation.  No Shareholder shallhave any obligation to make any capital contribution, loan, or provide creditsupport to MSC or any of its Subsidiaries except as provided in this Agreementand the Financing Documents.

## Section 4.2             Fundingfor the Project through the Commercial Operations Date.

### (a)           Deemed Funding.  The total Project investment through the CommercialOperations Date is estimated as of the date hereof to be US$640,000,000.00 (“TotalProject Investment”) as set forth on Schedule A.  As of the date hereof, the Apex Shareholdershave funded and are deemed to have funded 65% of Total Project Investment andthe Sumitomo Shareholders are deemed to have funded 35% of Total ProjectInvestment.

### (b)           Third-Party Debt Financing;Additional Pre-Commercial Operations Funds. If, prior to the Commercial Operations Date, the Board determines thatadditional funds in excess of the Financial Resources are required for MSC tomeet its operating expenses or its capital expenditure requirements or to carryout any other activities or implement any decision approved by the Board toachieve Commercial Operations (in the aggregate, the “AdditionalPre-Commercial Operations Funds”), MSC first shall use commerciallyreasonable efforts to attempt to obtain such Additional Pre-CommercialOperations Funds through debt financing from third parties without recourse tothe Shareholders.  If the Boarddetermines that such third-party debt financing is not available oncommercially reasonable terms or not in the best interests of MSC and itsSubsidiaries or such financing shall not fully provide such AdditionalPre-Commercial Operations Funds, then the Board may request AdditionalPre-Commercial Operations Funds from each Shareholder Group in the form ofloans pursuant to Section 4.4(a).  If theBoard determines that such third-party debt financing and such loans are notavailable on commercially reasonable terms or not in the best interests of MSCand its Subsidiaries or such financing and loans shall not fully provide suchAdditional Pre-Commercial Operations Funds, then the Board may requestAdditional Pre-Commercial Operations Funds from each Shareholder Group in theform of contributions to the capital of MSC pursuant to Section 4.4(b).  In connection with any such request, and asdirected by the

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### Board, MSCshall deliver a notice (the “Pre-Commercial Operations Contribution Notice”)to the Apex Shareholders and the Sumitomo Shareholders.

### (c)           Required Additional Pre-CommercialOperations Contributions.  The ApexShareholders and the Sumitomo Shareholders agree among themselves and not forthe benefit of any other Person, including MSC, any creditor of MSC, or anyother shareholder of MSC, that if the Board requests Additional Pre-CommercialOperations Funds from each Shareholder Group pursuant to Section 4.2(b), eachShareholder Group shall contribute its respective share of such funds, whichshall be in proportion to its respective Interest Ratio, in each casedetermined as of the date immediately prior to the date MSC delivers thePre-Commercial Operations Contribution Notice. Such contributions, if any, shall be made in accordance with Section4.4.

### (d)           Draws on Sumitomo CompletionAgreement.  If Sumitomo makes anypayment under Section 2.02(a) of the Sumitomo Completion Agreement,notwithstanding anything in this Agreement to contrary, the SumitomoShareholders shall have the right to have such amount treated as a capitalcontribution to MSC upon notice from the Sumitomo Shareholders to the ApexShareholders and MSC.  Upon such notice,(i) the amount so paid by Sumitomo shall be deemed a contribution by theSumitomo Shareholders to the capital of MSC, (ii) the “CSA PenaltySubscription Price” per Share shall be an amount equal to the ImpliedEquity of MSC determined in accordance with Section 4.4(a)(v) divided bythe product of two times the number of issued and outstanding Shares immediatelyprior to the making of such payment by Sumitomo, (iii) MSC shall issue tothe Sumitomo Shareholders a number of fully paid and nonassessable Shares equalto the amount so paid by Sumitomo divided by the CSA PenaltySubscription Price per Share, and (iv) the Shareholders (A) shall votetheir Shares to approve any capital increase necessary to permit the issuanceof such newly issued Shares; (B) take all necessary and appropriateactions to cause MSC to adopt any decisions and take any actions that may benecessary to permit such issuance, including an amendment of the Estatutos; and(C) waive any Preemptive Rights they may have in connectiontherewith.  MSC shall not issuefractional interests in Shares under this Section 4.2(d).  If the Sumitomo Shareholders would otherwisebe entitled to a fractional share interest, MSC shall pay cash in lieu of suchfractional share interest.  The amount ofcash in lieu to be paid shall be determined by multiplying (A) the CSAPenalty Subscription Price applied in making such conversion by (B) suchfractional share interest, and rounding the product to the nearest whole cent (*centavo)*, with one-half cent *(centavo)*being rounded upward.

## Section 4.3             Post-CommercialOperations Funding.

### (a)           Third-Party Debt Financing;Additional Post-Commercial Operations Funds.  If, after the Commercial Operations Date, theBoard determines that additional funds are necessary for MSC to meet itsoperating expenses or its capital requirements, or to carry out any otheractivities or implement any decision approved by the Board (in the aggregate,the “Additional Post-Commercial Operations Funds”), MSC first shall usecommercially reasonable efforts to attempt to obtain such Additional Fundsthrough debt

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### financing fromthird parties without recourse to the Shareholders.  If the Board determines that such third-partydebt financing is not available on commercially reasonable terms or not in thebest interests of MSC and its Subsidiaries or such financing shall not fullyprovide such Additional Post-Commercial Operations Funds, then the Board mayrequest Additional Post-Commercial Operations Funds from each Shareholder Groupin the form of loans pursuant to Section 4.4(a).  If the Board determines that such third-partydebt financing and such loans are not available on commercially reasonableterms or not in the best interests of MSC and its Subsidiaries or suchfinancing and loans shall not fully provide such Additional Post-CommercialOperations Funds, then the Board may request Additional Post-CommercialOperations Funds from each Shareholder Group in the form of contributions tocapital of MSC pursuant to Section 4.4(b). In connection with any such request, and as directed by the Board, MSCshall deliver a notice (the “Post-Commercial Operations Contribution Notice”)to the Apex Shareholders and the Sumitomo Shareholders.

### (b)           Optional Post-CommercialOperations Contributions.  If theBoard requests Additional Post-Commercial Operations Funds from eachShareholder Group pursuant to Section 4.3(a), each Shareholder Group may (butshall not be obligated to) contribute its respective share of such funds, whichshall be in proportion to its respective Interest Ratio, in each casedetermined as of the date immediately prior to the date MSC delivers thePost-Commercial Operations Contribution Notice. Such contributions, if any, shall be made in accordance with Section4.4.

## Section 4.4             AdditionalFunding Mechanics.  AdditionalPre-Commercial Operations Funds and Additional Post-Commercial OperationsFunds, if any, to be contributed by each Shareholder Group shall be made inconformance with the following general principles.

### (a)           Shareholder Loans.

#### (i)                                     Notices;Terms.  In respect of anyPre-Commercial Operations Contribution Notice delivered by MSC pursuant toSection 4.2(b) or any Post-Commercial Operations Contribution Notice deliveredby MSC pursuant to Section 4.3(a), as applicable (a “Shareholder Loan Notice”),pursuant to which MSC is requesting Additional Pre-Commercial Operations Fundsor Additional Post-Commercial Operations Funds, as applicable (the “AdditionalFunds”) from each Shareholder Group in the form of loans (the “ShareholderLoans”), such Shareholder Loan Notice shall include all relevant termsrelating to such Shareholder Loans, including (A) the date or dates onwhich MSC wishes the Shareholder Loans to be advanced, (B) the aggregateprincipal amount of the Shareholder Loans requested, (C) the principalamount of the Shareholder Loans requested from each Shareholder Group, which shallbe in proportion to its respective Interest Ratio, in each case determined asof the date immediately prior to the date MSC delivers the Shareholder LoanNotice, (D) the obligor or obligors in respect of

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#### such Shareholder Loans, and (E) theterms and conditions of such Shareholder Loans, which terms and conditionsshall be identical for each Shareholder Group (varying only to reflect thevarying principal amounts requested from each Shareholder Group). SuchShareholder Loans shall: (1) bear interest at a fixed or variable marketrate of interest determined by the Board in good faith based on the tenor andcurrency of the Shareholder Loans and other factors the Board determinesrelevant; (2) be unsecured and subordinated to all senior secured third-partydebt, if and in the manner (including by way of pledge) required by the lendersof such third-party debt; (3) be subject to prepayment at any time at MSC’soption without premium or penalty; (4) be subject to the restrictions onSale or Pledge and other applicable terms and conditions of this Agreement,which fact shall be reflected in all instruments or other documentsrepresenting such Shareholder Loans, if any; (5) so long as the FinancingDocuments (or any replacement therefor) shall be in effect, no event of defaultshall occur under the Shareholder Loans in the event MSC fails to pay principalor interest thereunder, and the only events of default under the ShareholderLoans shall be those of the type set forth in Section 6 of the DefaultingMSC Loan (or any replacement therefor); (6) have a term of 10 years unlessotherwise agreed by all Shareholders; and (7) include such other terms andconditions as the Board may approve, taking into consideration the requirementsof any third-party debt of MSC and its Subsidiaries, cash flow requirements,and other factors the Board determines relevant.

#### (ii)                                  Responsesto Shareholder Loan Notices.

##### (A)                              Withrespect to a Shareholder Loan Notice delivered pursuant to Section 4.2(b), eachShareholder Group shall deliver the Additional Funds required thereby in themanner and in accordance with the time period set forth in such ShareholderLoan Notice.

##### (B)                                Withrespect to a Shareholder Loan Notice delivered pursuant to Section 4.3(a), inaccordance with the time period for responding set forth in such ShareholderLoan Notices, each Shareholder Group shall deliver to MSC a written responsenotice (a “Shareholder Loan Response Notice”) indicating whether suchShareholder Group is willing to loan such Additional Funds to MSC on the termsand conditions described in such Shareholder Loan Notice.

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#### (iii)                               SupplementalLoans.  If (A) MSC requestsShareholder Loans pursuant to Section 4.3(a) and the Apex Shareholders or theSumitomo Shareholders either fail to deliver a Shareholder Loan Response Noticeor deliver a Shareholder Loan Response Notice indicating that they shall notloan the entire amount requested of them in the applicable Shareholder LoanNotice, or, (B) if MSC requests Shareholder Loans pursuant to Section4.2(b) or MSC requests Shareholder Loans pursuant to Section 4.3(a) and theApex Shareholders or the Sumitomo Shareholders fail to advance the entireamount required or requested of them on the date set by MSC for such advance(in any such case, the “Non-Lending Shareholder Group”), then MSC shallpromptly notify (a “Non-Lending Shareholder Notice”) the ApexShareholders and the Sumitomo Shareholders of same.  The “Qualified Shareholder Group”shall be, (A) in the case of a Shareholder Loan Notice delivered pursuantto Section 4.3(a), if the date set forth by MSC for such advance has notoccurred, the Shareholder Group that delivered a Shareholder Loan ResponseNotice indicating that it would loan the entire amount requested of it in theapplicable Shareholder Loan Notice and, (B) in the case of a ShareholderLoan Notice delivered pursuant to either Section 4.2(b) or Section 4.3(a), ifthe date set forth by MSC for such advance has occurred, the Shareholder Groupthat has advanced the entire amount required or requested of it.  Upon receipt of a Non-Lending ShareholderNotice, the Qualified Shareholder Group shall notify MSC (within 10 daysof receipt thereof) of its election of one of the following options:

##### (A)                              suchQualified Shareholder Group intends to loan to MSC an amount equal to theamount of the advance required or requested of it plus all, but not less thanall, of the amount of the advance required or requested of the Non-LendingShareholder Group; or

##### (B)                                suchQualified Shareholder Group has elected not to advance the amount required orrequested of it under the applicable Shareholder Loan Notice; or

##### (C)                                suchQualified Shareholder Group has elected to propose an alternative fundingrequirement to the program or budget item underlying the applicable ShareholderLoan Notice (a “Loan Alternative Funding”).

In the event the Qualified Shareholder Group elects to propose a LoanAlternative Funding, the Qualified Shareholder Group shall deliver a writtendescription of such alternative to MSC and the

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Shareholders and MSC shall deliver an alternative Shareholder LoanNotice to the Shareholders with respect thereto (the “AlternativeShareholder Loan Notice”); provided, that, any AlternativeShareholder Loan Notice shall include all relevant terms relating to the LoanAlternative Funding and shall otherwise be consistent with clauses (A) through(E) and clauses (1) through (7) of Section 4.4(a)(i), *mutatismutandis*.  The Non-LendingShareholder Group shall have five Business Days from receipt of the AlternativeShareholder Loan Notice to notify MSC and the Qualified Shareholder Groupwhether such Non-Lending Shareholder Group intends to either loan to MSC theentire amount requested of it pursuant to the Alternative Shareholder LoanNotice or elects not to fund such requested loan amount.  If the Non-Lending Shareholder Group electsto make such loan, then the Non-Lending Shareholder Group and the QualifiedShareholder Group shall deliver the Additional Funds in the manner and inaccordance with the time period set forth in such Alternative Shareholder LoanNotice.  If the Non-Lending ShareholderGroup elects not to fund the requested amount under the Alternative ShareholderLoan Notice or otherwise fails to deliver the Additional Funds in the mannerand in accordance with the time period set forth in the Alternative ShareholderLoan Notice, then the Qualified Shareholder Group may elect to either(A) loan to MSC an amount equal to the amount of the advance requested ofit under either (1) the original Shareholder Loan Notice plus all, but notless than all, of the amount of the advance requested of the Non-LendingShareholder Group thereunder or (2) the Alternative Shareholder LoanNotice plus all, but not less than all, of the amount of the advance requestedof the Non-Lending Shareholder Group thereunder, or (B) not to advance anyamount requested of it under either shareholder notice.  Any amount loaned by the QualifiedShareholder Group in the stead of the Non-Lending Shareholder Group inaccordance with this Section 4.4(a)(iii) shall be a “Supplemental Loan.”  The Supplemental Loan together with theShareholder Loan that such Supplemental Loan supplements shall be a “ConsolidatedLoan.”

#### (iv)                              Contributionof Consolidated Loans.  The QualifiedShareholder Group that makes Supplemental Loans pursuant to and in accordancewith Section 4.4(a)(iii) in connection with a Shareholder Loan Notice deliveredpursuant to Section 4.3(a) may, at its option and at any time, in the name andon behalf of the members of such Qualified Shareholder Group, contribute to MSC’scapital all or part of the outstanding principal amount of, and accrued andunpaid interest on, the applicable Consolidated Loan against the issuance tomembers of such Qualified

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#### ShareholderGroup of a number of fully paid and nonassessable Shares determined by dividingthe sum of the principal amount and the amount of accrued and unpaid interestbeing contributed by a price per Share equal to the Conversion Price determinedpursuant to Section 4.4(a)(v).  TheQualified Shareholder Group that makes Supplemental Loans pursuant to and inaccordance with Section 4.4(a)(iii) in connection with a Shareholder LoanNotice delivered pursuant to Section 4.2(b) may, at its option and at any time,in the name and on behalf of the members of such Qualified Shareholder Group,contribute to MSC’s capital all or part of the outstanding principal amount of,and accrued and unpaid interest on, the applicable Consolidated Loan againstthe issuance to the members of such Qualified Shareholder Group of, a number offully paid and nonassessable Shares determined by dividing (w) the product oftwo times the sum of the principal amount and the amount of accrued andunpaid interest being contributed by (x) a price per Share equal to theConversion Price determined pursuant to Section 4.4(a)(v).  The Qualified Shareholder Group desiring toexercise its contribution right (y) shall deliver to MSC a written notice(a “Consolidated Loan Contribution Notice”) indicating the ConsolidatedLoan to be contributed and (z) shall follow the requirements for doing soset forth in the terms and conditions of such Supplemental Loan.  The date on which the Qualified ShareholderGroup has delivered a Consolidated Loan Contribution Notice and satisfied allsuch requirements for contribution is referred to as the “Conversion Date”for that contribution.  The Shareholders(A) shall vote their Shares to (1) approve any capital increasenecessary to permit the contribution in full of such Consolidated Loan,(2) set the maximum term permitted by Law for the subscription of theShares (“New Shares”) to be issued upon such contribution,(3) authorize any New Shares to be paid through the contribution tocapital****of such Consolidated Loan,and (4) consent to the payment for New Shares in kind with suchConsolidated Loan, valued in each case at the amount of the outstandingprincipal amount of, and accrued and unpaid interest on, such ConsolidatedLoan, without an expert appraisal thereof; (B) take all necessary andappropriate actions to cause MSC to adopt any decisions and take any actionsthat may be necessary to permit such contribution, including an amendment ofthe Estatutos; and (C) waive any Preemptive Rights they may have inconnection therewith.

#### (v)                                 ConversionPrice.  For purposes of thecontribution of Consolidated Loans on the Conversion Date therefor, the “ConversionPrice” shall equal the Implied Equity of MSC divided by the totalnumber of issued and outstanding Shares immediately

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#### prior to suchcontribution.  “Implied Equity of MSC”means the sum of (A) Total Project Investment plus (B) thetotal of all actual capital contributions made to MSC by all Shareholders andother members of either Control Group from and after the date hereof to andincluding the time immediately prior to such contribution.

#### (vi)                              NoFractional Shares.  MSC shall notissue fractional interests in Shares upon contribution of any Consolidated Loanor in respect of any Shareholder Capital Contribution.  To the extent the Qualified Shareholder Group, or,in the case of Section 4.4(b), the Qualified Contributor Group,would otherwise be entitled to a fractional share interest, MSC shall pay cashin lieu of such fractional share interest. The amount of cash in lieu to be paid shall be determined by multiplying(A) the Conversion Price applied in making such conversion by(B) such fractional share interest, and rounding the product to thenearest whole cent (*centavo)*, withone-half cent *(centavo)* being rounded upward.

### (b)           Capital Contributions.

#### (i)                                     BoardDetermination; Notices; Terms.  Inrespect of any Pre-Commercial Operations Contribution Notice delivered by MSCpursuant to Section 4.2(b) or any Post-Commercial Operations ContributionNotice delivered by MSC pursuant to Section 4.3(a), as applicable (a “ShareholderCapital Contribution Notice”), pursuant to which MSC is requesting theAdditional Funds from each Shareholder Group in the form of contributions tothe capital of MSC (“Shareholder Capital Contributions”), suchShareholder Capital Contribution Notice shall include all relevant termsrelating to such Shareholder Capital Contributions, including (A) the dateor dates on which MSC wishes the Shareholder Capital Contributions to be made,(B) the aggregate amount of the Shareholder Capital Contributions requested,(C) the amount of the Shareholder Capital Contributions requested fromeach Shareholder Group, which shall be in proportion to its respective InterestRatio, in each case determined as of the date immediately prior to the date MSCdelivers the Shareholder Capital Contribution Notice, and (D) the termsand conditions of such Shareholder Capital Contributions, which terms andconditions shall be identical for each of the Shareholder Groups(varying only to reflect the varying amounts requested from each Shareholder Group).

#### (ii)                                  Responsesto Shareholder Capital Contribution Notices.

##### (A)                              With respect to aShareholder Capital Contribution Notice delivered pursuant to Section 4.2(b),each Shareholder

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##### Group shall deliver the Shareholder Capital Contribution requiredthereby in the manner and in accordance with the time period set forth in suchShareholder Capital Contribution Notice.

##### (B)                                With respect to aShareholder Capital Contribution Notice delivered pursuant to Section 4.3(a),in accordance with the time period for responding set forth in such ShareholderCapital Contribution Notices, each Shareholder Group shall deliver to MSC awritten response notice (a “Shareholder Capital Contribution Response Notice”)indicating whether such Shareholder Group is willing to contribute suchAdditional Funds to MSC on the terms and conditions described in suchShareholder Capital Contribution Notice.

#### (iii)                               SupplementalCapital Contributions.  If(A) MSC requests Shareholder Capital Contributions pursuant to Section4.3(a) and the Apex Shareholders or the Sumitomo Shareholders either fail todeliver a Shareholder Capital Contribution Response Notice or deliver aShareholder Capital Contribution Response Notice indicating that they shall notmake the entire capital contribution requested of them in the applicableShareholder Capital Contribution Notice, or, (B) if MSC requestsShareholder Capital Contributions pursuant to Section 4.2(b) or MSC requestsShareholder Capital Contributions pursuant to Section 4.3(a) and the ApexShareholders or the Sumitomo Shareholders fail to make the entire capitalcontribution required or requested of them on the date set by MSC for suchcontribution (in any such case, the “Non-Contributing Shareholder Group”),then MSC shall promptly notify (a “Non-Contributing Shareholder Notice”)the Apex Shareholders and the Sumitomo Shareholders of same.  The “Qualified Contributor Group”shall be, (A) in the case of a Shareholder Capital Contribution Noticedelivered pursuant to Section 4.3(a), if the date set forth by MSC for suchcontribution has not occurred, the Shareholder Group that delivered aShareholder Capital Contribution Response Notice indicating that it wouldcontribute  the amount requested of it inthe applicable Shareholder Capital Contribution Notice and, (B) in thecase of a Shareholder Capital Contribution Notice delivered pursuant to eitherSection 4.2(b) or Section 4.3(a), if the date set forth by MSC for suchcontribution has occurred, the Shareholder Group that has contributed theentire capital contribution required or requested of it.  Upon receipt of a Non-ContributingShareholder Notice, the Qualified Contributor Group shall notify MSC (within10 days of receipt thereof) of its election of one of the followingoptions:

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##### (A)                              such QualifiedContributor Group intends to make a capital contribution to MSC in an amountequal to the amount of capital required or requested of it plus all, but notless than all, of the amount of the capital required or requested of theNon-Contributing Shareholder Group; or

##### (B)                                such QualifiedContributor Group has elected not to contribute the amount required orrequested of it under the applicable Shareholder Capital Contribution Notice;or

##### (C)                                such QualifiedShareholder Group has elected to propose an alternative funding requirement tothe program or budget item underlying the applicable Shareholder CapitalContribution Notice (a “Contribution Alternative Funding”).

#### In the eventthe Qualified Contributor Group elects to propose a Contribution AlternativeFunding, the Qualified Contributor Group shall deliver a written description ofsuch alternative to MSC and the Shareholders and MSC shall deliver analternative Shareholder Capital Contribution Notice to the Shareholders withrespect thereto (the “Alternative Shareholder Capital Contribution Notice”);provided, that, any Alternative Shareholder Capital Contribution Noticeshall include all relevant terms relating to the Contribution AlternativeFunding and shall otherwise be consistent with clauses (A) through (D) ofSection 4.4(b)(i), *mutatis mutandis*.  The Non-Contributing Shareholder Group shallhave five Business Days from receipt of the Alternative Shareholder CapitalContribution Notice to notify MSC and the Qualified Contributor Group whethersuch Non-Contributing Shareholder Group intends to either contribute to MSC theentire amount requested of it pursuant to the Alternative Shareholder CapitalContribution Notice or elects not to contribute such requested amount.  If the Non-Contributing Shareholder Groupelects to make such contribution, then the Non-Contributing Shareholder Groupand the Qualified Contributor Group shall deliver the Shareholder CapitalContributions in the manner and in accordance with the time period set forth insuch Alternative Shareholder Capital Contribution Notice.  If the Non-Contributing Shareholder Groupelects not to fund the requested amount under the Alternative ShareholderCapital Contribution Notice or otherwise fails to deliver the ShareholderCapital Contributions in the manner and in accordance with the time period setforth in the Alternative Shareholder Capital Contribution Notice, then theQualified Contributor Group may elect to either (A) contribute to MSC anamount equal to the amount of the capital contribution requested

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#### of it undereither (1) the original Shareholder Capital Contribution Notice plus all,but not less than all, of the amount of the capital contribution requested ofthe Non-Contributing Shareholder Group thereunder or (2) the AlternativeShareholder Capital Contribution Notice plus all, but not less than all, of theamount of the capital contribution requested of the Non-ContributingShareholder Group thereunder, or (B) not to contribute any amountrequested of it under either shareholder notice.

#### (iv)                              SubscriptionPrice; Subscription.

##### (A)                              Inthe case of a Shareholder Capital Contribution Notice delivered pursuant toSection 4.2(b), where each Shareholder Group has delivered the ShareholderCapital Contribution required thereby in the manner and in accordance with thetime period set forth in such Shareholder Capital Contribution Notice, and inthe case of a Shareholder Capital Contribution Notice delivered pursuant toSection 4.3(a), the “Subscription Price” per Share shall be an amountequal to the Implied Equity of MSC determined in accordance with Section4.4(a)(v) divided by the number of issued and outstanding Sharesimmediately prior to the making of such Shareholder Capital Contributions, andsubject to Section 4.4(a)(vi), against payment to MSC of the aggregateSubscription Price per Share equal to the amount of the Shareholder CapitalContributions to be made by the Apex Shareholders or the Sumitomo Shareholders,as applicable, MSC shall issue to such Shareholders a number of fully paid andnonassessable Shares equal to such aggregate amount divided by theSubscription Price per Share.

##### (B)                                Inthe case of a Shareholder Capital Contribution Notice delivered pursuant toSection 4.2(b), where either the Apex Shareholders or the Sumitomo Shareholdershave not delivered the Shareholder Capital Contribution required thereby in themanner and in accordance with the time period set forth in such ShareholderCapital Contribution Notice, the “Penalty Subscription Price” per Shareshall be an amount equal to the Implied Equity of MSC determined in accordancewith Section 4.4(a)(v) divided by the product of two times thenumber of issued and outstanding Shares immediately prior to the making of suchShareholder Capital Contributions, and subject to Section 4.4(a)(vi), againstpayment to MSC of the aggregate Penalty Subscription Price per Share equal tothe amount of the

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##### ShareholderCapital Contributions made by the Apex Shareholders or the SumitomoShareholders, as applicable, MSC shall issue to such Shareholders a number offully paid and nonassessable Shares equal to such aggregate amount dividedby the Penalty Subscription Price per Share.

##### (C)                                Forpurposes this Section 4.4(b)(iv), the Shareholders (1) shall vote theirShares to approve any capital increase necessary to permit the issuance of suchnewly issued Shares; (2) take all necessary and appropriate actions tocause MSC to adopt any decisions and take any actions that may be necessary topermit such issuance, including an amendment of the Estatutos; and(3) waive any Preemptive Rights they may have in connection therewith.

# **ARTICLE VTRANSFERS**

## Section 5.1             GeneralRestrictions on Sales and Pledges; Legend; Effect of Sales and Pledges Not inAccordance with This Article.

### (a)           Exceptas permitted under Section 5.2, the Interestholders agree that noInterestholder may Sell or Pledge any of its Interests, without first complyingwith the provisions of this ARTICLE V. The Interestholders intend for the provisions of this ARTICLE V togovern Sales and Pledges of Interests and Indirect Interests, and, to theextent, but only to the extent, necessary to effectuate the provisions of thisARTICLE V, the Interestholders hereby waive any rights that they may have underthe Estatutos, Bolivian Law, and any other applicable Law that are inconsistentwith the terms of this ARTICLE V.

### (b)           MSC shall include upon each certificate, instrument, orother document, if any, representing the Interests owned by the Interestholdersa legend in substantially the form set forth below:

THE [NAME OF INTERESTS] REPRESENTED BY THIS [NAME OF DOCUMENT] ARESUBJECT TO THE TERMS AND CONDITIONS OF THE MSC SHAREHOLDERS AGREEMENT, DATED ASOF SEPTEMBER 25, 2006, AMONG MINERA SAN CRISTÓBAL, S.A. AND ITSSHAREHOLDERS, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT INACCORDANCE THEREWITH.

This Agreement also hasbeen deposited with MSC and MSC shall make a notation on the shareholderregistry (or equivalent record of holders of other Interests) that the

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Interests owned by theInterestholders may not be Sold or Pledged except in accordance with the termsand conditions of this Agreement.

### (c)           The Special Purpose Interestholdersshall include upon each certificate, instrument, or other document, if any,representing interests owned in such Entities a legend in substantially theform set forth below:

THE [NAME OF INTERESTS] REPRESENTED BY THIS [NAME OF DOCUMENT] ARESUBJECT TO THE TERMS AND CONDITIONS OF THE MSC SHAREHOLDERS AGREEMENT, DATED ASOF SEPTEMBER 25, 2006, AMONG MINERA SAN CRISTÓBAL, S.A. AND ITSSHAREHOLDERS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT INACCORDANCE THEREWITH.

This Agreement also hasbeen deposited with each Special Purpose Interestholder and each Special PurposeInterestholder shall make a notation on its shareholder registry (or equivalentrecord of holders of other Interests) that the interests owned in such Entitymay not be Sold or Pledged except in accordance with the terms and conditionsof this Agreement.

### (d)           The Interestholdersagree that any Sale or Pledge of Interests in violation of the provisions ofthis ARTICLE V shall be null and void. MSC shall not record any such purported Sale or Pledge on its books ortreat any purported Transferee of such Interests as the owner thereof for anypurpose.

## Section 5.2             Certain Restrictions on Salesand Pledges.  The Interestholdersagree that:

### (a)           No Sumitomo Interestholder may Sell or Pledgeany of its Interests, and noSumitomo Interestholder may permit any of its Affiliates to Sell or Pledge anySumitomo Indirect Interests in a Special Purpose Interestholder, otherthan pursuant to:

#### (i)                                     any Sale of any ofits Interests or any Sumitomo Indirect Interests in a Special Purpose Interestholder to any member of the SumitomoControl Group; provided, that, in the case of a wholly-owned Subsidiaryof Sumitomo, such wholly-owned Subsidiary is not a Disqualified Person underclause (a) of the definition thereof;

#### (ii)                                  any Sale of any ofits Interests or any Sumitomo Indirect Interests in a Special PurposeInterestholder in accordance with the procedures, and subject to thelimitations, set forth in Section 5.3 or Section 5.4, as applicable;

#### (iii)                               any Sale or Pledge ofany of its Interests or any Sumitomo Indirect Interests in a Special PurposeInterestholder to any member of the Apex Control Group, including pursuant toSection 3.4;

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#### (iv)                              any Sale or Pledge of anyof its Interests or any Sumitomo Indirect Interests in a Special Purpose Interestholder to any secured party in respectof any Indebtedness of any of MSC and its Subsidiaries;

#### (v)                                 any Sale or Pledge ofany of its Interests or any Sumitomo Indirect Interests in a Special Purpose Interestholder to any secured party inrespect of any Indebtedness of Sumitomo or any of its Subsidiaries under theFinancing Documents;

#### (vi)                              any Sale of any of itsInterests or any Sumitomo Indirect Interests in a Special Purpose Interestholder without regard to theprocedures or the limitations set forth in Section 5.3 or Section 5.4 to any Personthat is not a Disqualified Person, so long as the definitive agreement withrespect to such Sale is entered into during the two-year period immediatelyfollowing the occurrence of an Apex Change of Control; or

#### (vii)                           any Sale of its Interestspursuant to Section 6.3.

### (b)           No ApexInterestholder may Sell or Pledge any of its Interests, and no ApexInterestholder may permit any of its Affiliates to Sell or Pledge any ApexIndirect Interests in a SpecialPurpose Interestholder, other than pursuant to:

#### (i)                                     any Sale any ofits Interests or any Apex Indirect Interests in a Special Purpose Interestholder to any member of the ApexControl Group; provided, that, in the case of a wholly-owned Subsidiaryof Apex, such wholly-owned Subsidiary is not a Disqualified Person underclause (a) of the definition thereof;

#### (ii)                                  any Sale of any ofits Interests or any Apex Indirect Interests in a Special Purpose Interestholder in accordance with theprocedures, and subject to the limitations, set forth in Section 5.3 or Section5.4, as applicable;

#### (iii)                               any Sale or Pledge ofany of its Interests or any Apex Indirect Interests in a Special Purpose Interestholder to any member of theSumitomo Control Group;

#### (iv)                              any Sale or Pledge of anyof its Interests or any Apex Indirect Interests in a Special Purpose Interestholder to any secured party inrespect of any Indebtedness of any of MSC and its Subsidiaries;

#### (v)                                 any Sale or Pledge ofany of its Interests or any Apex Indirect Interests in a Special Purpose Interestholder to any secured party inrespect of any Indebtedness of Apex or any of its Subsidiaries under theFinancing Documents;

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#### (vi)                              any Sale by the membersof the Apex Control Group that are Apex Interestholders of any of theirrespective Interests to any Person that is not a Disqualified Person underclause (a) of the definition thereof, if (A) immediately prior tosuch Sale, the members of the Apex Control Group that are Apex Interestholdershave an aggregate Interest Ratio of more than 50%, and (B) immediatelyfollowing such Sale the members of the Apex Control Group that are ApexInterestholders have an aggregate Interest Ratio of at least 50%; or

#### (vii)                           any Sale of its Interestspursuant to Section 6.3.

### (c)           In the case of anySale of Interests permitted under this Section 5.2, prior to the completion ofany such Sale, the Person to whom such Sale is proposed to be made (the “ProspectiveTransferee”) shall execute and deliver to the Parties an instrument underwhich the Prospective Transferee agrees to become a Party, to assume, perform,and discharge all of the obligations of the Interestholder Selling itsInterests in respect of the Interests being Sold, and to receive, subject to Section 5.2(e), thebenefits and rights under, and otherwise be bound by all of the terms of thisAgreement and the other Transaction Documents, to the extent applicable withrespect to the Interestholder Selling its Interests. ** **Upon any Sale of Interests in accordance withthis Section 5.2, the Interestholder Selling any of its Interests hereundershall be released from its obligations under this Agreement in respect of theInterests Sold arising from and after the completion of such Sale, except forsuch obligations arising out of events or circumstances that occurred prior tothe completion of such Sale, whether accruing before, at, or after thecompletion of such Sale.

### (d)           In the case of any Sale of Interests pursuant to thisSection 5.2 (other than any Sale pursuant to Section 5.2(a)(i) or Section5.2(b)(i)) or Section 6.3,simultaneously with the completion of any such Sale, the Interestholder Sellingits Interests:

#### (i)                                     shall,or shall cause one or more of the New Metals Quotaholders that is its Affiliate(collectively with the Interestholder Selling its Interests, the “AffiliatedQuotaholders”) to, Sell to the Transferee (or any designated Affiliatethereof) such part of such New Metals Quotaholders’ New Metals Quota as isnecessary such that the aggregate Interest Ratio of the Interestholder Sellingits Interests and its Control Group and the aggregate New Metals Interest Ratioof the Affiliated Quotaholders are the same percentage;

#### (ii)                                  shall,or shall cause one or more of the New Cayman Shareholders that is its Affiliate(collectively with the Interestholder Selling its Interests, the “AffiliatedNew Cayman Shareholders”) to, Sell to the Transferee (or any designatedAffiliate thereof) such part of such New Cayman Shareholders’ New Cayman Sharesas is necessary such that the aggregate Interest Ratio of the InterestholderSelling its Interests and its Control Group and the

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#### aggregate NewCayman Interest Ratio of the Affiliated New Cayman Shareholders are the samepercentage; and

#### (iii)                               shall,or shall cause one or more of its Affiliates to, Sell to the Transferee (or anydesignated Affiliate thereof) such part of its right, title, and interest inthe Transmission Line Loan Documents as is necessary such that the aggregateInterest Ratio of the Interestholder Selling its Interests and its ControlGroup and the aggregate outstanding principal amount payable pursuant to theTransmission Line Loan Documents to the Interestholder Selling its Interestsand its Control Group, expressed as a percentage of the aggregate outstandingprincipal amount payable pursuant to the Transmission Line Loan Documents toall the holders thereof are the same percentage.

The Sale of all or part of any New Metals Quota pursuant to thisSection 5.2(d) shall be subject to and in accordance with the terms,conditions, procedures, and limitations set forth in the New Metals QuotaholdersAgreement.  The Sale of all or part ofany New Cayman Shares pursuant to this Section 5.2(d) shall be subject to andin accordance with the terms, conditions, procedures, and limitations set forthin the New Cayman Shareholders Agreement. The Sale of all or part of the right, title, and interest in theTransmission Line Loan Documents shall be subject to and in accordance with theterms, conditions, procedures, and limitations set forth in the TransmissionLine Loan Documents.

### (e)                                  (i)            If the proposed Sale of suchInterests or Indirect Interests to which Section 5.2(a)(vi), Section 5.3, orSection 5.4 applies involves the Sale, directly or indirectly, of all, but notless than all, of the Interests of the Interestholder Group to which theInterestholder Selling its Interests belongs, then, unless the Parties agreeotherwise:

##### (A)                              ifthe Interestholder Selling its Interests is an Apex Interestholder,  references to “Apex” in this Agreement shallbe deemed to refer to the Transferee or, if the Transferee is a wholly-ownedSubsidiary, directly or indirectly, of one or more Persons, each Person ofwhich the Transferee is its wholly-owned Subsidiary;

##### (B)                                ifthe Interestholder Selling its Interests is a Sumitomo Interestholder,references to “Sumitomo” in this Agreement shall be deemed to refer to theTransferee or, if the Transferee is a wholly-owned Subsidiary, directly orindirectly, of one or more Persons, each Person of which the Transferee is itswholly-owned Subsidiary; and

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##### (C)                                theTransferee shall have the same rights and benefits and the same obligationsunder this Agreement as theInterestholder Selling its Interests in respect of the Interests being Sold.

#### (ii)                                  Ifany proposed Sale of such Interests or Indirect Interests to which Section5.2(a)(vi), Section 5.2(b)(vi), Section 5.3, or Section 5.4 applies involvesthe Sale, directly or indirectly, of less than all of the Interests of theInterestholder Group to which the Interestholder Selling its Interests belongs,then, the Parties shall negotiate in good faith such amendments to thisAgreement, the New Metals Quotaholders Agreement, the New Cayman ShareholdersAgreement, the Transmission Line Loan Documents, the Governing Documents ofMSC, New Metals, and New Caymans, and such other documents, agreements, andinstruments related thereto to modify them as appropriate (A) so as toeffect the intent of the parties hereto and thereto as closely as possible in amutually acceptable manner, (B) so that such proposed Sale can be effectedin accordance with the terms of this Agreement, and (C) so that theTransferee has such rights and obligations hereunder and thereunder as theparties hereto and thereto mutually agree are appropriate given the Interestsor Indirect Interests to be acquired in such proposed Sale.

## Section 5.3             Salesto Third Parties; Right of First Refusal. The Interestholders agree that:

### (a)           If a Selling Interestholder desiresto Sell its Section 5.3 Offered Interests, or an Affiliate of a SellingInterestholder desires to Sell its Indirect Interests in a Special PurposeInterestholder, to one or more Persons other than a Permitted Transferee (a “ProposedThird-Party Buyer”), the Selling Interestholder shall, or shall cause itsAffiliate to, first make a written offer to Sell the Section 5.3 OfferedInterests or the Indirect Interests, as applicable, to either (i) the ApexInterestholders, if the Selling Interestholder is a Sumitomo Interestholder orif such selling Affiliate is an Affiliate of a Sumitomo Interestholder or(ii) the Sumitomo Interestholders, if the Selling Interestholder is anApex Interestholder or if such selling Affiliate is an Affiliate of an ApexInterestholder (as applicable, the “Non-Selling Interestholders”), bydelivering to the Non-Selling Interestholders a written notice of its intentionto Sell the Section 5.3 Offered Interests or the Indirect Interests, asapplicable (the “Sale Notice”), which Sale Notice shall describe in reasonable detail the priceand other terms and conditions upon which the Selling Interestholder desires toSell the Section 5.3 Offered Interests or an Affiliate of the SellingInterestholder desires to Sell its Indirect Interests, as applicable, to theProposed Third-Party Buyer and shall be accompanied by a copy of the *bona fide*offer or contract for sale with the ProposedThird-Party Buyer (the “Offered Terms”).

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### (b)           The Non-Selling Interestholders shallhave the right for a 60-day period (the “Section 5.3 Offer Period”)after receipt of the Sale Notice to agree to purchase the Section 5.3 OfferedInterests or the Indirect Interests, as applicable, by delivering to theSelling Interestholder a written notice accepting the Offered Terms.

### (c)           If the Non-Selling Interestholdersagree to purchase the Section 5.3 Offered Interests or the Indirect Interests,as applicable, in accordance with Section 5.3(b), the Section 5.3 OfferedInterests or the Indirect Interests, as applicable, shall be sold to suchNon-Selling Interestholders (on a *pro rata* basis,based on their respective Interest Ratios, unless the Non-SellingInterestholders agree otherwise) on the Offered Terms.  If the Non-Selling Interestholders do notagree to purchase the Section 5.3 Offered Interests or the Indirect Interests,as applicable, within the Section 5.3 Offer Period, the Selling Interestholdermay Sell all, but not less than all, of the Section 5.3 Offered Interests orthe Affiliate of the Selling Interestholder may Sell all, but not less thanall, of the Indirect Interests, as applicable, to the Proposed Third-PartyBuyer on the conditions that:

#### (i)                                     suchSale to the Proposed Third-Party Buyer is on terms and conditions no lessfavorable to the Selling Interestholder than the Offered Terms;

#### (ii)                                  suchSale to the Proposed Third-Party Buyer is completed within 60 days after theend of the Section 5.3 Offer Period (subject to delays reasonably beyond thecontrol of the Selling Interestholder (or its Affiliates) in obtaining requiredapprovals and consents of Governmental Authorities and any other Person, whichdelays would not result in such Sale being completed more than 120 days afterthe end of the Section 5.3 Offer Period);

#### (iii)                               inconnection with the Sale of Section 5.3 Offered Interests, the ProposedThird-Party Buyer executes and delivers to the Parties an instrument underwhich the Proposed Third-Party Buyer agrees to become a Party, to assume,perform, and discharge all of the obligations of the Selling Interestholder inrespect of the Interests to be Sold to such Proposed Third-Party Buyer, and toreceive, subject to Section 5.2(e),the benefits and rights under, and otherwise be bound by all of the terms of,this Agreement and the other Transaction Documents, to the extent applicablewith respect to the Interestholder Selling its Interests****(it being understood that upon such Saleto such Proposed Third-Party Buyer pursuant to this Section 5.3, the SellingInterestholder shall be released of its obligations under this Agreement inrespect of the Section 5.3 Offered Interests Sold arising from and after thecompletion of such Sale, except forsuch obligations arising out of events or circumstances that occurred prior tothe completion of such Sale,

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#### whether accruing before, at,or after the completion of such Sale); and

#### (iv)                              theProposed Third-Party Buyer shall not be aDisqualified Person.

If the Selling Interestholder fails to complete the Sale of suchSection 5.3 Offered Interests or the Affiliate of the Selling Interestholderfails to complete the Sale of the Indirect Interests, as applicable, withinsuch 60-day period (as extended for up to an additional 60 days for delays asprovided above), the provisions of this Section 5.3 shall apply again to anyproposed Sale of such interests to which this Section 5.3 applies.

### (d)           For purposes of this Agreement, “SellingInterestholder” means (i) any Interestholder that is part of anInterestholder Group that has an aggregate Interest Ratio of at least 25% andnot more than 50%, as determined on the date the Sale Notice is deliveredpursuant to Section 5.3(a), that desires to Sell all or any of its Interestsand (ii) any Interestholder that is part of an Interestholder Group thathas aggregate Interest Ratio of more than 50%, as determined on the date theSale Notice is delivered pursuant to Section 5.3(a), that desires to Sell allof its Interests or so much of its Interests as would cause the InterestholderGroup to which it belongs to have an aggregate Interest Ratio of less than 50%,as determined immediately after the completion of such Sale; “Section 5.3Offered Interests” means all or any part of the Interests a SellingInterestholder desires to Sell; and “Permitted Transferee” means any oneor more of the members of the Sumitomo Control Group or one or more of themembers of the Apex Control Group.

### (e)           Except as otherwise permitted by thisARTICLE V, the Sumitomo Shareholders shall ensure that any Interests that atone time were issued or owned by any such Sumitomo Shareholder shall at alltimes be owned directly by Sumitomo or a wholly-owned Subsidiary of Sumitomothat is not a Disqualified Person under clause (a) of the definitionthereof.

### (f)            Except as otherwise permitted bythis ARTICLE V, the Apex Shareholders shall ensure that any Interests that atone time were issued or owned by any such Apex Shareholder (other than anyInterests held by New Sweden 1 on the date hereof) shall at all times be owneddirectly by Apex or a wholly-owned Subsidiary of Apex that is not aDisqualified Person under clause (a) of the definition thereof.

### (g)           Notwithstanding anything to thecontrary in this Section 5.3, the Sale by any Sumitomo Interestholder of itsInterests or by any of its Affiliatesof their Sumitomo Indirect Interests may be consummated without regardto the procedures or the limitations set forth in this Section 5.3 to anyPerson that is not a Disqualified Person, so long as the definitive agreementwith respect to such Sale is entered into during the two-year periodimmediately following the occurrence of an Apex Change of Control.

### (h)           Any Sale or Pledge in violation ofthe provisions of Section 5.3(e) or Section 5.3(f) shall be null and void *ab initio* and shall constitute a material breach of thisAgreement, and, in accordance with the Dispute Resolution Agreement, theParties shall

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### be entitled tospecific performance, injunctive relief, or any other remedy at Law to enforcethe terms of such Section 5.3(e) or Section 5.3(f), as applicable.  In the event of any Sale or Pledge inviolation of the provisions of Section 5.3(e) or Section 5.3(f), withoutlimiting any other rights or remedies of the Parties, the Transferee or theparty then holding any Indirect Interest shall have no right to participate inthe management of the business and affairs of MSC or to become anInterestholder, or to receive any distributions of any kind or other payment inrespect of any Interest or any other item an Interestholder would otherwise beentitled.

## Section 5.4             Salesto Third Parties; Right of First Offer. The Interestholders agree that:

### (a)           If any Interestholder that is part ofan Interestholder Group that has an aggregate Interest Ratio of less than 25%(an “Offering Interestholder”) desires to Sell all or any part of itsInterests (the “Section 5.4 Offered Interests”), or an Affiliate of anOffering Interestholder desires to Sell all or any part of its IndirectInterests in a Special Purpose Interestholder to a Proposed Third-Party Buyer,the Offering Interestholder shall, or shall cause its Affiliate to, first makea written offer to Sell the Section 5.4 Offered Interests or the IndirectInterests, as applicable, to either (i) the Apex Interestholders, if theOffering Interestholder is a Sumitomo Interestholder or if such offeringAffiliate is an Affiliate of a Sumitomo Interestholder or (ii) theSumitomo Interestholders, if the Offering Interestholder is an ApexInterestholder or if such offering Affiliate is an Affiliate of an ApexInterestholder (as applicable, the “Non-Offering Interestholders”), bydelivering to the Non-Offering Interestholders a written notice of itsintention to Sell the Section 5.4 Offered Interests or the Indirect Interests,as applicable (the “Offer Notice”), which Offer Notice shall describe in reasonable detail the priceand other terms and conditions upon which the Offering Interestholder would bewilling to Sell the Section 5.4 Offered Interests or the Affiliate of theOffering Interestholder would be willing to Sell its Indirect Interests, asapplicable, to the Non-Offering Interestholders (the “Initial Offered Terms”).

### (b)           The Non-Offering Interestholdersshall have the right for a 60-day period (the “Section 5.4 Offer Period”)after receipt of the Offer Notice to either (i) agree to purchase theSection 5.4 Offered Interests or the Indirect Interests, as applicable, bydelivering to the Offering Interestholder a written notice accepting theInitial Offered Terms or (ii) make one or more written counter-offers forthe Section 5.4 Offered Interests or the Indirect Interests, as applicable, bydelivering to the Offering Interestholder a written notice describing in reasonabledetail the price and other terms and conditions upon which the Non-OfferingInterestholders would be willing to purchase the Section 5.4 Offered Interestsfrom the Offering Interestholder or the Indirect Interests from the Affiliateof the Offering Interestholder (the “Counter-Offer Terms”).

### (c)           If the Non-Offering Interestholdersagree to purchase the Section 5.4 Offered Interests or the Indirect Interests,as applicable, in accordance with Section 5.4(b)(i), the Section 5.4 OfferedInterests or the Indirect Interests, as applicable, shall be sold to suchNon-Offering Interestholders (on a *pro rata* basis,based on their respective Interest Ratios, unless the Non-OfferingInterestholders agree otherwise) on the Initial

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### OfferedTerms.  If the Non-OfferingInterestholders do not agree to purchase the Section 5.4 Offered Interests orthe Indirect Interests, as applicable, in accordance with Section 5.4(b)(i) andthe Offering Interestholder does not accept the Counter-Offer Terms within theSection 5.4 Offer Period, the Offering Interestholder may Sell all, but notless than all, of the Section 5.4 Offered Interests or the Affiliate of theOffering Interestholder may Sell all, but not less than all, of the IndirectInterests, as applicable, to a Proposed Third-Party Buyer on the conditionsthat:

#### (i)                                     suchSale to the Proposed Third-Party Buyer is at a price at least equal to 105% ofthe highest price specified in the Counter-Offer Terms in respect of theOffered Interests or the Indirect Interests, as applicable, it being understoodthat if no Non-Offering Interestholder (or its Affiliates) has made a writtencounter-offer for the Section 5.4 Offered Interests or the Indirect Interests,as applicable, in accordance with Section 5.4(b)(ii), then such Sale to the ProposedThird-Party Buyer shall be at a price at least equal to the price in theInitial Offered Terms;

#### (ii)                                  suchSale to the Proposed Third-Party Buyer is on terms and conditions (other thanprice) no less favorable to the Offering Interestholder or the Affiliate of theOffering Interestholder, as applicable, than the Counter-Offer Terms, it beingunderstood that if no Non-Offering Interestholder has made a writtencounter-offer for the Section 5.4 Offered Interests or the Indirect Interests,as applicable, in accordance with Section 5.4(b)(ii), then such Sale to theProposed Third-Party Buyer shall be on terms and conditions (other than price)no less favorable to the Offering Interestholder than the Initial OfferedTerms;

#### (iii)                               suchSale to the Proposed Third-Party Buyer is completed within 60 days after theend of the Section 5.4 Offer Period (subject to delays reasonably beyond thecontrol of the Offering Interestholder in obtaining required approvals andconsents of Governmental Authorities and any other Person, which delays wouldnot result in such Sale being completed more than 120 days after the end of theSection 5.4 Offer Period);

#### (iv)                              inconnection with the Sale of Section 5.4 Offered Interests, the ProposedThird-Party Buyer executes and delivers to the Parties an instrument underwhich the Proposed Third-Party Buyer agrees to become a Party, to assume,perform, and discharge all of the obligations of the Offering Interestholder inrespect of the Interests to be Sold to such Proposed Third-Party Buyer, and toreceive, subject to Section 5.2(e),the benefits and rights under, and otherwise be bound by all of the terms of,this Agreement and the other Transaction Documents, to the extent applicablewith respect

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#### to theInterestholder Selling its Interests (it being understood that upon such Saleto such Proposed Third-Party Buyer pursuant to this Section 5.4, the OfferingInterestholder shall be released of its obligations under this Agreement inrespect of the Section 5.4 Offered Interests Sold arising from and after thecompletion of such Sale, except for such obligations arising out of events or circumstancesthat occurred prior to the completion of such Sale, whether accruing before,at, or after the completion of such Sale); and

#### (v)                                 theProposed Third-Party Buyer shall not be aDisqualified Person.

If the Offering Interestholder fails to complete the Sale of suchSection 5.4 Offered Interests or the Affiliate of the Offering Interestholderfails to complete the Sale of the Indirect Interests, as applicable, withinsuch 60-day period (as extended for up to an additional 60 days for delays asprovided above), the provisions of this Section 5.4 shall apply again to anyproposed Sale of such interests to which this Section 5.4 applies.

### (d)           Notwithstanding anything to thecontrary in this Section 5.4, the Sale by any Sumitomo Interestholder of itsInterests or by any of its Affiliatesof their Sumitomo Indirect Interests may be consummated without regardto the procedures or the limitations set forth in this Section 5.4 to anyPerson is not a Disqualified Person, so long as the definitive agreement withrespect to such Sale is entered into during the two-year period immediatelyfollowing the occurrence of an Apex Change of Control.

# **ARTICLEVIDEFAULTS**

## Section 6.1             DefaultNotice.  If any Shareholder orAffiliate thereof shall have received notice of the default in the performanceof any payment obligation of any other Shareholder or Affiliate thereof underany Financing Document, any document pursuant to which the Indebtednessincurred by MSC, New Metals, or New Cayman under the Financing Documents isrefinanced or relating to such refinancing (each, a “Refinancing Document”),or any replacement or restatement of any Financing Document or the transactionscontemplated thereby, with the same counterparties or otherwise (each, a “RestatementDocument”) (each, a “Payment Default”) from any collateral agent,administrative agent, or other Person authorized to give notice of a PaymentDefault under any Financing Document, Refinancing Document, or RestatementDocument, as applicable, and such Financing Document, Refinancing Document, orRestatement Document provides a time period following the giving or thereceiving of such notice to cure such Payment Default, the Shareholder Groupwhose Shareholder or Affiliate is not alleged to have made a Payment Default(the “Non-Defaulting Shareholder Group”), may give to the ShareholderGroup whose Shareholder or Affiliate is alleged to have made a Payment Default,a notice (“Default Notice”), which shall specify (a) that theNon-Defaulting Shareholder Group intends to cure the Payment Default and(b) the form in which the Non-Defaulting Shareholder Group requires theamount it pays to cure the Payment Default be evidenced, being one of thefollowing:  (i) a loan to theDefaulting Shareholder to be repaid by the Defaulting Shareholder on demand,which shall bear interest at a rate per annum equal to LIBOR plus four percent,and

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## otherwise be due and payable on the terms of such note as set forth inExhibit B (a “Defaulting Shareholder Loan”), (ii) a loan toMSC to be repaid by MSC within 10 years after the date the Payment Default iscured, which shall bear interest at a rate per annum equal to LIBOR plus fourpercent, and otherwise be due and payable, and convertible into or exchangeablefor Shares of MSC, on the terms of such note as set forth in Exhibit C (a “DefaultingMSC Loan”), or (iii) a capital contribution to MSC (a “DefaultingCapital Contribution”).  For purposesof this ARTICLE VI, none of MSC, New Metals, New Cayman, and any Subsidiarythereof shall be an Affiliate of any Shareholder.

## Section 6.2             Procedure.

### (a)           The Shareholder Group that receives aDefault Notice shall have a period of 10 Business Days from the date itreceived the Default Notice (the “Cure Period”) to either (i) curethe alleged Payment Default or (ii) provide the Non-Defaulting ShareholderGroup evidence showing to the reasonable satisfaction of the Non-DefaultingShareholder Group that the alleged Payment Default was cured or that there wasin fact no Payment Default. Notwithstanding the foregoing, if a Payment Default would cause MSC, NewMetals, New Cayman, or any Subsidiary thereof to be in default under the termsof any Financing Document, Refinancing Document, or Restatement Document, thenthe Cure Period shall be modified to be a number of days equal to threeBusiness Days less than the applicable cure period (or if there is more thanone applicable cure period, the shortest applicable cure period) under theapplicable Financing Document, Refinancing Document, or Restatement Document.

### (b)           The Shareholder Group that receives aDefault Notice shall be deemed to have cured the Payment Default when, prior tothe end of the Cure Period, it has fulfilled its obligations to make allpayments under the Financing Document, Refinancing Document, or RestatementDocument, as applicable, then due.  AShareholder shall be considered a “Defaulting Shareholder” if it fails to(i) cure the alleged Payment Default within the Cure Period or(ii) provide the Non-Defaulting Shareholder Group evidence that thealleged Payment Default was cured or that there was in fact no Payment Default.

### (c)           If there is a Defaulting Shareholder,the Payment Default is cured by the Non-Defaulting Shareholder Group, andthe Non-Defaulting Shareholder Group elected in its Default Notice to make aDefaulting Shareholder Loan, the Defaulting Shareholder forthwith shall executeand deliver to the Non-Defaulting Shareholder Group a promissory note in theform of Exhibit B; provided, however, that the failure toexecute and deliver such note shall not affect the validity and enforceabilityof the obligations owing by the Defaulting Shareholder to the Non-DefaultingShareholder Group pursuant to such Defaulting Shareholder Loan, the terms ofwhich in the absence of such note shall be deemed to be such terms as wouldhave been included in such note if such note had in fact been executed anddelivered as required hereby.

### (d)           If there is a Defaulting Shareholder,the Payment Default is cured by the Non-Defaulting Shareholder Group, and theNon-Defaulting Shareholder Group elected in its Default Notice to make aDefaulting MSC Loan, MSC forthwith shall execute and deliver to theNon-Defaulting Shareholder Group a promissory note in the form of

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### Exhibit C;provided, however, that the failure to execute and deliver suchnote shall not affect the validity and enforceability of the obligations owingby MSC to the Non-Defaulting Shareholder Group pursuant to such Defaulting MSCLoan, the terms of which in the absence of such note shall be deemed to be suchterms as would have been included in such note if such note had in fact beenexecuted and delivered as required hereby. The Non-Defaulting Shareholder Group may, at its option and at any time,contribute to MSC’s capital all or part of the outstanding principal amount of,and accrued and unpaid interest on, the Defaulting MSC Loan against theissuance to such Non-Defaulting Shareholder Group of a number of fully paid andnonassessable Shares determined by dividing (i) the sum of the principalamount and the amount of accrued and unpaid interest being contributed by(ii) a subscription price per Share equal to (A) the Implied Equityof MSC determined in accordance with Section 4.4(a)(v) divided by(B) the product of two times the number of issued and outstandingShares immediately prior to the Defaulting MSC Loan Conversion Date.  The Non-Defaulting Shareholder Group desiringto exercise its contribution right (1) shall deliver to MSC a writtennotice (a “Defaulting MSC Loan Contribution Notice”) indicating theDefaulting MSC Loan to be contributed and (2) shall follow therequirements for doing so set forth in the terms and conditions of suchDefaulting MSC Loan.  The date on whichthe Non-Defaulting Shareholder Group has delivered a Defaulting MSC LoanContribution Notice and satisfied all such requirements for contribution is referredto as the “Defaulting MSC Loan Conversion Date” for thatcontribution.  The Shareholders(A) shall vote their Shares to (1) approve any capital increasenecessary to permit the contribution in full of such Defaulting MSC Loan,(2) set the maximum term permitted by Law for the subscription of the NewShares to be issued upon such contribution, (3) authorize any New Sharesto be paid through the contribution to capital****of such Defaulting MSC Loan, and (4) consent to the payment forNew Shares in kind with such Defaulting MSC Loan, valued in each case at theamount of the outstanding principal amount of, and accrued and unpaid intereston, such Defaulting MSC Loan, without an expert appraisal thereof;(B) take all necessary and appropriate actions to cause MSC to adopt anydecisions and take any actions that may be necessary to permit suchcontribution, including an amendment of the Estatutos; and (C) waive anyPreemptive Rights they may have in connection therewith.

### (e)           If there is a Defaulting Shareholder,the Payment Default is cured by the Non-Defaulting Shareholder Group, andthe Non-Defaulting Shareholder Group elected in its Default Notice to make aDefaulting Capital Contribution, MSC promptly shall issue to the Non-DefaultingShareholder a number of fully paid and nonassessable Shares equal to the amountof the payment made by the Non-Defaulting Shareholder Group to cure the PaymentDefault divided by a subscription price per Share equal to the ImpliedEquity of MSC determined in accordance with Section 4.4(a)(v) divided bythe product of two times the number of issued and outstanding Sharesimmediately prior to the making of such Defaulting Capital Contribution.  For purposes this Section 6.2(e), theShareholders (i) shall vote their Shares to approve any capital increasenecessary to permit the issuance of such newly issued Shares; (ii) takeall necessary and appropriate actions to cause MSC to adopt any decisions andtake any actions that may be necessary

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### to permit suchissuance, including an amendment of the Estatutos; and (iii) waive anyPreemptive Rights they may have in connection therewith.

### (f)            MSC shall not issue fractionalinterests in Shares under this Section 6.2. If the Non-Defaulting Shareholder Group would otherwise be entitled to afractional share interest, MSC shall pay cash in lieu of such fractional shareinterest.  The amount of cash in lieu tobe paid shall be determined by multiplying (A) the subscription priceapplied in making such conversion or contribution, as applicable, by(B) such fractional share interest, and rounding the product to thenearest whole cent (*centavo)*, withone-half cent *(centavo)* being rounded upward.

## Section 6.3             Bankruptcyof a Sponsor.

### (a)           If a Bankruptcy of Apex shall haveoccurred and is continuing and such Bankruptcy results in a default that iscurable under the terms of the applicable Financing Document, RefinancingDocument, or Restatement Document, then the Sumitomo Shareholders may elect, bynotice (a “Sumitomo Sponsor Default Cure Notice”) given to the ApexInterestholders while such default exists and is curable, to cure such defaultin accordance with the terms of the applicable Financing Document, RefinancingDocument, or Restatement Document and to purchase all, but not less than all,of the Interests, the New Metals Interests, the New Cayman Interests, and theright, title, and interest in the Transmission Line Loan Documents of themembers of the Apex Control Group that are Apex Interestholders or theirAffiliates in accordance with Section 6.3(c).

### (b)           If a Bankruptcy of Sumitomo shallhave occurred and is continuing and such Bankruptcy results in a default thatis curable under the terms of the applicable Financing Document, RefinancingDocument, or Restatement Document, then the Apex Shareholders may elect, bynotice (an “Apex Sponsor Default Cure Notice”) given to the SumitomoInterestholders while such default exists and is curable, to cure such defaultin accordance with the terms of the applicable Financing Document, RefinancingDocument, or Restatement Document and to purchase all, but not less than all,of the Interests, the New Metals Interests, the New Cayman Interests, and theright, title, and interest in the Transmission Line Loan Documents of themembers of the Sumitomo Control Group that are Sumitomo Interestholders ortheir Affiliates in accordance with Section 6.3(c).

### (c)           If a Sumitomo Sponsor Default CureNotice shall have been given pursuant to Section 6.3(a), the members of theApex Control Group that are Apex Interestholders shall sell, or cause to besold, all, but not less than all, of their Interests, their or their Affiliate’sNew Metals Interests and New Cayman Interests, and their or their Affiliate’sright, title, and interest in the Transmission Line Loan Documents(collectively, the “Apex Interests”) to the Sumitomo Shareholders for apurchase price equal to the Fair Market Value of the Apex Interests, and one ormore of the Sumitomo Shareholders shall purchase the Apex Interests for suchpurchase price.  If an Apex SponsorDefault Cure Notice shall have been given pursuant to Section 6.3(b), themembers of the Sumitomo Control Group that are Sumitomo Interestholders shallsell, or cause to be sold, all, but not less than all, of their Interests,their or their Affiliate’s New

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### MetalsInterests and New Cayman Interests, and their or their Affiliate’s right,title, and interest in the Transmission Line Loan Documents (collectively, the “SumitomoInterests”) to the Apex Shareholders for a purchase price equal to the FairMarket Value of the Sumitomo Interests, and the Apex Shareholders shallpurchase the Sumitomo Interests for such purchase price.  The purchase and sale of the Apex Interestsor the Sumitomo Interests, as applicable, shall be consummated as soon asreasonably practicable, and in any event no later than 60 days, following thedetermination of the Fair Market Value of the Apex Interests or the Fair MarketValue of the Sumitomo Interests, as applicable, in accordance with Section6.3(d).  The Parties shall cooperate ingood faith with respect to all actions necessary and appropriate to effect suchconsummation, including the execution of all reasonably requested documentationand the making, delivering, and obtaining of all Government Approvals andconsents from, to, or with Governmental Authorities and other Persons necessaryor appropriate to such consummation. Upon the purchase and sale of the Apex Interests hereunder, the DeferredPayments Agreement shall terminate and, if and to the extent required by the termsof the Financing Documents, Refinancing Documents, or Restatement Documents,all of the rights and obligations of Apex and its Affiliates (other than MSC,New Metals, and New Cayman, if applicable) under such documents shall have beenassigned to and assumed by one or more of Sumitomo and its Affiliates.  Upon the purchase and sale of the SumitomoInterests hereunder, the Deferred Payments Agreement shall terminate and, ifand to the extent required by the terms of the Financing Documents, RefinancingDocuments, or Restatement Documents, all of the rights and obligations ofSumitomo and its Affiliates (other than MSC, New Metals, and New Cayman, ifapplicable) under such documents shall have been assigned to and assumed by oneor more of Apex and its Affiliates.  Thepurchase price for the Apex Interests or the Sumitomo Interests, as applicable,shall be paid in immediately available Dollar funds on the closing date of therelevant purchase and sale.

### (d)           For purposes of this Agreement, the “FairMarket Value of the Apex Interests” means the price at which the ApexInterests and the right, title, and interest to the Deferred Payments Agreementof one or more of Apex and its Affiliates (calculated based on the assumptionthat such agreement would not terminate as a result of the purchase and salehereunder) could be sold in an arm’s-length transaction to an unaffiliated, *bona fide*, third-party purchaser in an orderly sale withoutregard to the existence of the default specified in Section 6.3(a), and the “FairMarket Value of the Sumitomo Interests” means the difference of(i) the price at which the Sumitomo Interests could be sold in an arm’s-lengthtransaction to an unaffiliated, *bona fide*,third-party purchaser in an orderly sale without regard to the existence of thedefault specified in Section 6.3(b) minus (ii) the price at whichthe right, title, and interest to the Deferred Payments Agreement of one ormore of Apex and its Affiliates (assuming such agreement would not terminate asa result of the purchase and sale hereunder) could be sold in an arm’s-lengthtransaction to an unaffiliated, *bona fide*,third-party purchaser in an orderly sale without regard to the existence of thedefault specified in Section 6.3(a).  TheFair Market Value of the Apex Interests or the Fair Market Value of the SumitomoInterests, as applicable, shall be determined by a panel of two internationallyrecognized investment banking firms (each, an “Independent Investment Banker”)retained by the

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### ShareholderGroups, one of which shall be designated by the Sumitomo Shareholders and theother of which shall be designated by the Apex Shareholders.  Such designations shall be made as promptlyas possible after delivery of the Sumitomo Sponsor Default Cure Notice or theApex Sponsor Default Cure Notice, as applicable, but in no event later than 15days thereafter.  Each Shareholder Groupshall, and shall cause MSC and New Metals to, upon reasonable notice, affordeach Independent Investment Banker and its representatives full access duringnormal business hours to the properties, books and records of MSC, New Metals,New Cayman, and their respective Subsidiaries and such other information aboutMSC, New Metals, New Cayman, and their respective Subsidiaries, and about therelevant interests, the Transmission Line Loan Documents, and the DeferredPayments Agreement as the Independent Investment Bankers and theirrepresentatives shall from time to time reasonably request.  Each Independent Investment Banker shallsubmit its written determination of the Fair Market Value of the Apex Interestsor the Fair Market Value of the Sumitomo Interests, as applicable, to suchInterestholders within 30 days after the date of its retention.  If the higher determination of the twoIndependent Investment Bankers is not greater than 110% of the lowerdetermination, the Fair Market Value of the Apex Interests or the Fair MarketValue of the Sumitomo Interests, as applicable, shall be the average of suchtwo determinations.  If the higherdetermination is greater than 110% of the lower determination, then such twoIndependent Investment Bankers shall jointly select, within 15 days after thedate on which they are informed of the difference, a third IndependentInvestment Banker to be retained by such Shareholder Groups.  Such third Independent Investment Bankershall deliver its written opinion of the Fair Market Value of the ApexInterests or the Fair Market Value of the Sumitomo Interests, as applicable,within 30 days after its retention, and the Fair Market Value of the ApexInterests or the Fair Market Value of the Sumitomo Interests, as applicable,shall be the average of the two closest determinations or, if there are not twoclosest determinations, the average of all three determinations.  One half of the fees and expenses of suchIndependent Investment Bankers shall be paid by the Apex Shareholders and onehalf of all the fees and expenses shall be paid by the Sumitomo Shareholders.

# **ARTICLEVIIADDITIONAL COVENANTS AND AGREEMENTS**

## Section 7.1             Amendmentof Estatutos; Further Assurances.

### (a)           Each of the Parties agrees that, tothe extent that any provision of this Agreement conflicts with or is at avariance with the Estatutos or the Governing Documents of MSC or any of itsSubsidiaries, this Agreement shall prevail and be the binding document amongthe Parties to the extent allowed by applicable Law.  Each of the Shareholders also covenants andagrees that (i) it shall vote or cause to be voted the Shares owned by itto accomplish and give effect to the terms and conditions of this Agreement and(ii) in the event of any conflict between the provisions of this Agreementon the one hand and the Estatutos or any Governing Document on the other hand,it shall vote or cause to be voted the Shares owned by it as provided in thisAgreement and cause the Estatutos and/or other Governing Documents, asapplicable, to be amended to resolve

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### any suchconflict in favor of the provisions of this Agreement, to the extent permittedby applicable Law.  Furthermore, theShareholders agree that if any Bolivian Law would require any Article, Section,or clause of this Agreement to be included in the Estatutos in order to beenforceable against them or MSC, they shall take all necessary action to amendthe Estatutos accordingly.

### (b)           Each Party hereby agrees to furnish uponrequest to each of the other Parties such further information, to execute anddeliver to such other Parties such other documents, and to do such other actsand things, all as such other Parties may reasonably request for the purpose ofcarrying out the intent and accomplish the purposes of this Agreement,including voting or causing to be voted its Shares to accomplish and giveeffect to the terms and conditions of this Agreement.

### (c)           Each of the Shareholders, to thefullest extent permitted by Bolivian Law, waives any rights that it may haveunder Bolivian Law that is inconsistent with any provision of this Agreementand, to the extent such rights cannot validly be waived, each such Shareholdershall exercise such rights only to the extent consistent with this Agreement.

## Section 7.2             Noticeto MSC.  MSC hereby acknowledges thatit has actual notice of the terms of this Agreement, consents hereto and herebycovenants that it will at all times during the term of this Agreement begoverned by the terms and provisions hereof in carrying out its business andaffairs and, accordingly, shall give or cause to be given such notices, executeor cause to be executed such documents and do or cause to be done all suchacts, matters and things as may from time to time be necessary or required tocarry out the terms and intent hereof, subject to the requirements ofapplicable Law.

## Section 7.3             Businessof MSC.  The business of MSC islimited to financing, owning and operating the Project, marketing and sellingmineral concentrates, and engaging in the activities set forth in thisAgreement, the Material Project Documents, or the Financing Documents and inany other act or activity in furtherance of or related to such object andpurpose that is not prohibited by Law.

## Section 7.4             Offices.  The registered office of MSC shall be MineraSan Cristόbal, S.A., Calle Campos 265, La Paz, Bolivia, or such place orplaces as the Board may from time to time determine.  The registered and principal offices of eachof MSC’s Subsidiaries shall be at such place or places as their respectiveboards may from time to time determine. Written notice of any change in such offices shall be given to eachShareholder by the applicable Board.

## Section 7.5             Accessto Information.

### (a)           MSC shall promptly furnish the followingto each Shareholder Group:

#### (i)                                     Assoon as available and in any event within 60 days after the end of each of thefirst three quarterly fiscal periods of each fiscal year of MSC, an unauditedconsolidated balance sheet of MSC and its Subsidiaries as of the end of suchquarter and the related unaudited

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#### consolidatedstatement of MSC’s income and of cash flows for such quarter and for theportion of MSC’s fiscal year ended at the end of such quarter, setting forth ineach case in comparative form the figures for the corresponding quarter and thecorresponding portion of MSC’s previous fiscal year; and

#### (ii)                                  Assoon as available and in any event within 90 days after the end of each fiscalyear of MSC, an audited consolidated balance sheet of MSC and its Subsidiariesas of the end of such fiscal year and the related consolidated statement of MSC’sincome and of cash flows for such fiscal year, setting forth in each case incomparative form the figures for the previous fiscal year, all reported on byMSC’s auditors.

### (b)           MSC shall promptly furnish to theApex Shareholders so long as one or more of the Apex Shareholders are entitledto nominate one or more Directors pursuant to Section 2.2(c) and to theSumitomo Shareholders so long as one or more of the Sumitomo Shareholders areentitled to nominate one or more Directors pursuant to Section 2.2(c), copiesof:

#### (i)                                     allmanagement reports and all agenda and other associated documents relating toany meeting of the Board as are made available to any Director;

#### (ii)                                  allagenda and other associated documents relating to any meeting of theShareholders as are made available to all of the Shareholders for purposes ofsuch meeting; and

#### (iii)                               suchother financial statements or other financial or operating data relating toMSC, any of its Subsidiaries, or the Project as are made available to anyDirector, and any such information as the Shareholder may reasonably request.

## Section 7.6             Confidentiality.  Each Party shall keep confidential, shallcause its Affiliates to keep confidential, and shall instruct its officers,directors, employees, and advisors to keep confidential, all information anddocuments received from MSC and its Subsidiaries and shall not use suchinformation and documents for any purpose other than those connected with theactivities of MSC and its Subsidiaries, except (i) as required byapplicable securities or other Laws or stock exchange rules or administrativeprocess, (ii) as necessary to obtain the necessary Government Approvals for theProject or to obtain financing for the Project from potential lenders andproviders of credit support; (iii) as necessary to comply with a court oradministrative order (provided, that

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## such Party shall furnish only the portion of such MSC ConfidentialInformation (as defined below) which is legally required to be provided andshall exercise all reasonable efforts to obtain assurances that confidentialtreatment will be accorded such information and shall give notice to MSC andthe Shareholders as promptly as practicable of its obligation to disclose anysuch information); (iv) as necessary in connection with any litigation orarbitration arising out of or related to the Project or this Agreement(provided, that such Party shall furnish only the portion of such MSC ConfidentialInformation that is directly relevant to the litigation or arbitration andshall exercise all reasonable efforts to obtain assurances that confidentialtreatment will be accorded such information); (v) as necessary to respond to anenvironmental emergency or other emergency that may materially and adverselyaffect MSC, its Subsidiaries or the Project (provided, that such Party shalldisclose only the portion of such MSC Confidential Information that isnecessary in response to the environmental emergency or other emergency andthat it shall notify each other Party as promptly as possible after any suchdisclosure of MSC Confidential Information); (vi) for information (A) that wasin the possession of a Party or its Affiliates prior to receipt thereof fromany member of the Apex Control Group, MSC or its Subsidiaries or (B) that hasbecome known to such Party or its Affiliates independently of any disclosure byany member of the Apex Control Group, MSC or its Subsidiaries and which has notbeen wrongfully disclosed to or obtained by such Party or its Affiliates; (vii)for information that is or becomes generally available to the public other thanas a result of a breach of this Section 9.6; and (viii) in connection with theSale of all or a part of its Interests to a third party in accordance with theterms of this Agreement; provided that such third party has provided a writtenundertaking to keep all MSC Confidential Information  confidential in accordance with the terms ofthis Agreement and for the benefit of the Parties or otherwise in form andsubstance reasonably acceptable to the other Parties (such information, subjectto clauses (i) through (viii), “MSC Confidential Information”).  The obligations of the Parties under thisSection 7.6 shall remain in full force and effect for three years following thetermination of this Agreement.

## Section 7.7             Distributionof Available Cash.

### (a)           The Shareholders hereby agree thateach fiscal year, promptly following MSC’s annual audit for the previous fiscalyear (starting with the annual audit for the year in which the CommercialOperations Date falls), subject to any limitations imposed by the FinancingDocuments, required accounting practice, and applicable Law, Available Cashshall be distributed quarterly to the following Persons, in the following orderof priority, and in the following amounts:

#### (i)                                     First,100% of any such Available Cash to Service Company in an amount equal to andfor the payment of the Subordinated Management Fee;

#### (ii)                                  Second,100% of any such Available Cash remaining after making the payment pursuant toSection 7.7(a)(i) to the holder or holders ofDefaulting MSC Loans, on a *pro rata* basisin accordance with the then-outstanding principal amounts thereof, in paymentor prepayment thereof, as applicable, until such time as all Defaulting MSCLoans have been paid in full;

#### (iii)                               Third,100% of any such Available Cash remaining after making all the paymentspursuant to Section 7.7(a)(i) and Section 7.7(a)(ii) to the holder or holders of Consolidated Loans, on a *pro rata* basis in accordance with the then-outstandingprincipal amounts thereof,

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#### in payment or prepayment thereof, asapplicable, until such time as all Consolidated Loans have been paid in full;

#### (iv)                              Fourth,100% of any such Available Cash remaining after making all the paymentspursuant to Section 7.7(a)(i), Section 7.7(a)(ii), and Section 7.7(a)(iii) tothe holder or holders of MSCSubordinated Debt, on a *pro rata* basisin accordance with the then-outstanding principal amounts thereof, in paymentor prepayment thereof, as applicable and without duplication, until such timeas all MSC Subordinated Debt has been paid in full;

#### (v)                                 Fifth,100% of any such Available Cash remaining after making all the paymentspursuant to Section 7.7(a)(i), Section 7.7(a)(ii), Section 7.7(a)(iii), andSection 7.7(a)(iv) to the holder or holdersof Shareholder Loans, on a *pro rata* basisin accordance with the then-outstanding principal amounts thereof, in paymentor prepayment thereof, as applicable and without duplication, until such timeas all Shareholder Loans have been paid in full; and

#### (vi)                              Sixth,100% of any such Available Cash remaining after making all the paymentspursuant to Section 7.7(a)(i), Section 7.7(a)(ii), Section 7.7(a)(iii),  Section 7.7(a)(iv), and Section 7.7(a)(v) tothe Shareholders, on a *pro rata* basisin accordance with their then-outstanding Shares, as cash dividends in anaggregate amount equal to, but not greater than, the maximum amount permittedto be distributed as a dividend pursuant to applicable Law.

### (b)           Subject to any contrary determinationmade in accordance with Section 2.3(a)(xiv), if applicable, the Shareholdershereby agree to vote their Shares in favor of, and to instruct any Directors oralternate directors appointed by them to vote in favor of, any and all actionsthat are necessary or appropriate actions in order to cause MSC and itsSubsidiaries to adopt any decisions and take any actions that may be necessaryto permit the foregoing actions pursuant to this Section 7.7.

## Section 7.8             Compliancewith Law.  MSC shall comply in allmaterial respects with applicable Laws in the conduct of its business,including compliance with (and taking reasonable precautions to assurecompliance by its Subsidiaries, if any, with) the U.S. Foreign CorruptPractices Act (Section 30-A of the U.S. Securities Exchange Act of 1934) andany similar applicable Laws of Japan, Sweden, Luxembourg, Bolivia, CaymanIslands and Switzerland (such Laws, collectively, the “FCPA”).

## Section 7.9             SumitomoExploration.

### (a)           The Parties acknowledge and agreethat, so long as the Sumitomo Shareholders have an aggregate Interest Ratio ofat least a 35%, the members of the Sumitomo Control Group shall have the right,during the term of this Agreement and in accordance with the terms of thisSection 7.9, to explore MSC properties located outside

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### the zonedesignated as the “Buffer Zone” (“Open Properties”), as such “BufferZone” is described on the map attached hereto as Schedule B.

### (b)           If one or more of the members of theSumitomo Control Group elects to explore an Open Property, then the SumitomoShareholders shall deliver a written notice to MSC and the Apex Shareholders,which notice shall specify the Open Property (the “Selected Open Property”)the Sumitomo Control Group desires to explore and the member of the SumitomoControl Group that will conduct the exploration (the “Designated SCG Member”).  Upon receipt thereof, MSC shall as promptlyas practicable make a determination as to whether the Selected Open Property issubject to any restrictions under applicable Law, the Financing Documents, orany Governmental Authority that would prohibit the Designated SCG Member’sexploration of the Selected Open Property. All costs and expenses incurred by MSC in connection with making suchdetermination shall be paid or reimbursed by the Sumitomo Interestholderswithin 30 days after the receipt of an invoice therefor accompanied byappropriate supporting documentation.  Ifsuch a restriction exists, MSC shall provide the Sumitomo Shareholders and theApex Shareholders written notice, including a reasonably detailed explanation,of such restriction and the Designated SCG Member shall be prohibited fromexploring such Selected Open Property under the terms of this Section 7.9.  If no such restrictions exist, MSC shalldeliver a written notice to the Sumitomo Shareholders that indicates whetherMSC elects either (i) to participate in the exploration of the SelectedOpen Property or (ii) not to participate in the exploration of theSelected Open Property at that time. Notwithstanding anything to the contrary in ARTICLE II, no electionshall be made by MSC without the prior written approval of at least one ApexMember.

### (c)           If MSC elects to participate in theexploration of a Selected Open Property, then, subject to applicable FinancingDocuments, the Estatutos, and applicable Law, the Shareholders shall causetheir respective Directors to amend, or otherwise vote their respective Sharesin favor of amending, the then applicable Program and Budget, as necessary toprovide for such exploration.  MSC shallthen, in accordance with the terms of this Agreement, develop the explorationprogram and budgets and manage the exploration of the Selected Open Property.

### (d)           If MSC elects not to participate inthe exploration of a Selected Open Property, then MSC shall enter into a lease(or such other appropriate agreement) (the “Lease Agreement”) with theDesignated SCG Member whereby MSC shall grant appropriate rights to theSelected Open Property to the Designated SCG Member for exploration.  The Lease Agreement shall be on arm’s-lengthterms and have terms and conditions mutually satisfactory to the partiesthereto (including an appropriate royalty payment to MSC with respectthereto).  Upon execution and delivery ofthe Lease Agreement, the Designated SCG Member shall have the right to explorethe Selected Open Property on the terms and conditions set forth therein and inthis Agreement and shall deliver to the Apex Shareholders and MSC in writinginformation regarding its exploration activities and expenditures (a “PeriodicExploration Report”) on a current basis, but in any event no lessfrequently than once each calendar quarter. In addition to

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### PeriodicExploration Reports, the Sumitomo Shareholders shall, or shall cause theDesignated SCG Member to, promptly deliver to MSC and the Apex Shareholders acopy of the final feasibility study for a mining operation on the Selected OpenProperty (a “Final Feasibility Study”).

### (e)           At any time until 60 days after thedate MSC and the Apex Shareholders receive a Final Feasibility Study in respectof the Selected Open Property (the “Apex Election Period”), the ApexShareholders shall have the right to elect to acquire up to a 65% interest inthe Selected Open Property by delivering a written notice (an “Apex ElectionNotice”) to MSC and the Sumitomo Shareholders on or prior to the end of theApex Election Period.  If the ApexShareholders do not elect to acquire a 65% interest in the Selected Open Propertyby delivering the Apex Election Notice on or prior to the end of the ApexElection Period, then the Lease Agreement shall remain in full and effect inaccordance with its terms and the right of the Apex Shareholders to acquiresuch interest shall terminate.

### (f)            If the Apex Shareholders elect toacquire a 65% interest in the Selected Open Property, subject to the FinancingDocuments and applicable Law, the Shareholders shall vote their respectiveShares to cause the Estatutos to be amended and take such other action,including causing their respective Directors to amend the then applicableProgram and Budget, in each case as necessary to provide for the acquisition ofall the Designated SCG Member’s right, title, and interest in the Selected OpenProperty and the Lease Agreement by MSC. The purchase price payable by MSC in connection with such acquisitionshall be the total SCG Historical Costs incurred by the Designated SCG Memberwith respect to the Selected Open Property until the date of such acquisition.  In connection with the completion of suchacquisition, each Shareholder Group shall contribute its respective share ofthe funds required to enable MSC to pay such purchase price, which shall be inproportion to its respective Interest Ratio, in each case determined as of thedate immediately prior to the date of such acquisition.  MSC shall then, in accordance with the termsof this Agreement, develop the exploration program and budgets and manage theexploration of the Selected Open Property.

### (g)           If the Apex Shareholders elect toacquire a 65% interest in the Selected Open Property and MSC for any reason isnot able to acquire all the Designated SCG Member’s right, title, and interestin the Selected Open Property and the Lease Agreement, then (i) theDesignated SCG Member shall contribute the Lease Agreement, Final FeasibilityStudy and its other assets and liabilities relating to the Selected OpenProperty to a joint venture with a member of the Apex Control Group (the “DesignatedApex Member”) in exchange for a 35% interest in such joint venture, and(ii) the Designated Apex Member shall acquire a 65% interest in such jointventure in exchange for making contributions thereto in cash equal to 100% ofall costs incurred by the joint venture after its establishment until such timeas the Designated Apex Member’s contributions equal an amount which, whendivided by a number equal to the sum of (i) the Designated Apex Member’ssaid contributions plus (ii) the SCG Historical Costs incurred by theDesignated SCG Member in respect of the Selected Open Property,

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### equals65%.  The Designated Apex Member and theDesignated SCG Member shall further (i) jointly determine a mutuallyacceptable structure for the joint venture and (ii) enter intodocumentation relating thereto providing for (A) rights of first refusalwith respect to each party’s transfer of all or part of its interest therein,(B) the contribution by each party of its *pro rata*share of future operating and capital costs of the Selected Open Property afterthe contributions of the Designated Apex Member described in the precedingsentence, (C) dilution, so that if either party fails to contribute itsproportionate share of capital contributions, the other party shall have theright to contribute the non-contributing party’s share of such capitalcontributions against the issuance of additional beneficial interests (inshares, quotas, membership, or partnership interest or other comparabledesignation) to the contributing party to reflect the adjusted proportionateholdings resulting from such contribution(s) (and non-contribution, asapplicable), (D) loss of rights so that at such time a party’s beneficialinterest in the joint venture falls below 25% as a result of clause (C),such party shall have no further rights with respect to the management of thejoint venture or the Selected Open Property except the right to have a directoron the joint venture until the party’s beneficial interest falls below 20% andsuch other rights afforded by applicable Law, and (E) provisions, on suchterms as the parties may mutually agree, similar to ARTICLE II,Section 3.2, Section 3.3, Section 5.1 and Section 7.7 ofthis Agreement.

# **ARTICLEVIIITERM AND TERMINATION**

## Section 8.1             Term.  The term of this Agreement shall commenceupon the date this Agreement is executed and delivered by all of the Parties.

## Section 8.2             Termination.  Except as provided in Section 8.3, thisAgreement shall terminate automatically as to all Parties upon the earlier of(a) the mutual agreement of all Interestholders, and (b) theconclusion of the liquidation or dissolution of MSC, as determined inaccordance with the Estatutos and Bolivian Law. Except as otherwise provided herein, this Agreement shall terminateautomatically as to any individual Party upon such Party ceasing to be anInterestholder in accordance with the terms hereof.

## Section 8.3             Survival.  The provisions of ARTICLE I, ARTICLE IX, andSection 2.6, Section 7.6, and this Section 8.3 shall survive the termination ofthis Agreement to the full extent necessary for their enforcement and theprotection of the Parties in whose favor they run, and each Party shall remainliable for any breach of this Agreement by such Party prior to suchtermination.  No termination of thisAgreement with respect to all or any of the Parties shall affect any obligationor liability of any Party arising before or as a result of circumstances inexistence before such termination.

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# **ARTICLEIXMISCELLANEOUS**

## Section 9.1             EntireAgreement.  This Agreement contains,and is intended as, a complete statement of all of the terms of the agreementsamong the Parties with respect to the matters provided for herein, andsupersedes and discharges any previous agreements and understandings betweenthe Parties with respect to those matters.

## Section 9.2             GoverningLaw.  This Agreement shall begoverned by and construed in accordance with the Laws of the State of New York,including Section 5-1401 of the New York General Obligations Law, as applied tocontracts made and performed within the State of New York, without regard toany choice or conflicts of law provision or rule that would cause theapplication of the Laws of any jurisdiction other than the State of NewYork.  This Agreement has been negotiatedand executed by the Parties in English. In the event any translation of this Agreement is prepared forconvenience or any other purpose, the provisions of the English version shallgovern.  Certain Schedules and/orExhibits to this Agreement are being executed in both English and Spanish.  If any doubt, misunderstanding or disputearises in their interpretation, the English version shall govern.

## Section 9.3             DisputeResolution.  Any controversy, claim,or dispute among the Parties that arises out of or relates to this Agreement, includingany claim or controversy relating to the interpretation, breach, termination,or invalidity of any provision hereof, shall be exclusively and finally settledpursuant to and in accordance with the Dispute Resolution Agreement.

## Section 9.4             Limitationon Damages.  No Party shall be liablefor any punitive, multiple, or other exemplary damage, or any indirect,special, incidental, or consequential loss or damage, lost profits, loss ofuse, or lost revenues suffered by any other Party arising from or relating to aParty’s performance, non-performance, breach of, or default under a covenant,warranty, representation, term, or condition of this Agreement.  Each Party waives and relinquishes claims forsuch punitive, multiple, exemplary, indirect, special, incidental, orconsequential losses or damages, lost profits, loss of use, or lostrevenues.  The limitations on liabilityand damages set forth in this Section 9.4 apply to all causes of action thatmay be asserted hereunder, whether sounding in breach of contract, breach ofwarranty, tort, product liability, negligence, or otherwise.

## Section 9.5             Headings.  The article and section headings of thisAgreement are for reference purposes only and are to be given no effect in theconstruction or interpretation of this Agreement.

## Section 9.6             Notices.  All notices and other communicationshereunder shall be in writing and shall be delivered personally, telecopied (ifreceipt of which is confirmed by the Person to whom sent), or sent byinternationally recognized delivery service to the Parties at the followingaddresses (or to such other Person or address for a Party as specified by suchParty by like notice) (notice shall be deemed given and received upon receipt,if delivered personally, by delivery service or by telecopy, or on the thirdBusiness Day following mailing, if mailed, except that notice of a change ofaddress shall not be deemed given until actually received):

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### (a)           If to any Sumitomo Interestholder, toSumitomo at:

SumitomoCorporation8-11, Harumi, 1-chome,Chuo-ku, Tokyo, 104-8610 JapanAttention:  General Manager, Non-FerrousMetals                                & RawMaterials Dept.Telecopier:  +81-3-5166-6423

### (b)           If to any Apex Interestholder, toApex at:

c/o Apex SilverMines Corporation1700 Lincoln Street, Suite 3050Denver, Colorado 80237  U.S.A.Attention:  PresidentTelecopier:  +1 (303) 839-5907

### (c)           If to MSC, to it at:

Minera San Cristόbal, S.A.Calle Campos 265La Paz, BoliviaAttention:  PresidentTelecopier:  +591-2-243-3737

with a copy toApex at:

c/o Apex SilverMines Corporation1700 Lincoln Street, Suite 3050Denver, Colorado 80237  U.S.A.Attention:  PresidentTelecopier:  +1 (303) 839-5907

## Section 9.7             Severability.  If at any time any covenant or provisioncontained herein is deemed by a court or other body of competent jurisdiction(including an arbitral tribunal convened in accordance with the DisputeResolution Agreement) to be invalid or unenforceable, such covenant orprovision shall be considered divisible and such covenant or provision shall bedeemed immediately amended and reformed to include only such part of suchcovenant or provision as such court or other body has held to be valid andenforceable; and the Parties agree that such covenant or provision, as soamended and reformed, shall be valid and binding as though the invalid orunenforceable portion had not been included herein.

## Section 9.8             Amendment;Waiver.  No provision of thisAgreement may be amended or modified except by an instrument or instruments inwriting signed by all of the Parties and designated as an amendment ormodification, as applicable.  No waiverby any Party of any provision of this Agreement shall be valid unless inwriting and signed by the Party making such waiver and designated as awaiver.  No failure or delay by any Partyin exercising any right,

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## power, or remedy hereunder shall operate as a waiver thereof, nor shallany single or partial exercise thereof or the exercise of any other right,power, or remedy preclude any further exercise thereof or the exercise of anyother right, power, or remedy.  No waiverof any provision hereof shall be construed as a waiver of any other provision.

## Section 9.9             Assignmentand Binding Effect.  All of the termsand provisions of this Agreement shall be binding on, and are for the solebenefit of, the Parties and their respective successors and permitted assigns,but neither this Agreement nor any of the rights, benefits, or obligationshereunder shall be assigned or delegated by any of the Parties hereto withoutthe prior written consent of all of the Parties, except in accordance withSection 5.2, Section 5.3, or Section 5.4, and they shall not be construed asconferring and are not intended to confer any rights, benefits, or obligationson any other Person.

## Section 9.10           NoBenefit to Others.  Except asexpressly set forth herein, the representations, warranties, covenants, andagreements contained in this Agreement are for the sole benefit of the Partiesand their respective successors and permitted assigns, and they shall not beconstrued as conferring and are not intended to confer any rights, remedies,obligations, or liabilities on any other Person, unless such Person isexpressly stated herein to be entitled to any such right, remedy, obligation,or liability.

## Section 9.11           Counterparts.  This Agreement may be executed by the Partiesin separate counterparts, each of which when so executed and delivered shall bean original, but all such counterparts shall together constitute one and thesame instrument.

## Section 9.12           Interpretation.

### (a)           As used herein, except as otherwiseindicated herein or as the context may otherwise require: (i) the words “include,”“includes,” and “including” are deemed to be followed by “without limitation”whether or not they are in fact followed by such words or words of like import;(ii) the words “hereof,” “herein,” “hereunder,” and comparable terms referto the entirety of this Agreement, including the Exhibits and Schedules hereto,and not to any particular article, section, or other subdivision hereof or Exhibitor Schedule hereto; (iii) any pronoun shall include the correspondingmasculine, feminine, and neuter forms; (iv) the singular includes theplural and vice versa; (v) references to any agreement or other documentare to such agreement or document as amended, modified, supplemented, andrestated now or hereafter from time to time; (vi) references to anystatute or regulation are to it as amended, modified, supplemented, andrestated now or hereafter from time to time, and to any corresponding provisionsof successor statutes or regulations; (vii) references to “Article,” “Section,”or another subdivision or to a “Schedule” or “Exhibit” are to an article,section, or subdivision hereof or a “Schedule” or “Exhibit” hereto; and(viii) except as otherwise expressly provided in this Agreement,references to any Person or Entity include such Person’s or Entity’s successorsand permitted assigns.

### (b)           Any reference herein to a “day” ornumber of “days” (without the explicit qualification of “Business”) shall bedeemed to refer to a calendar day or number of calendar days.  If any action or notice is to be taken orgiven on or by a particular

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### calendar day,and such calendar day is not a Business Day, then such action or notice may betaken or given on the next succeeding Business Day.

### (c)           Any financial or accounting termsthat are not otherwise defined herein shall have the meanings given theretounder GAAP.  For purposes of eachreference herein to an amount in Dollars in circumstances where the actual itemis expressed in any other currency shall be considered a reference to theDollar equivalent of such other currency on the relevant date of determinationof such amount at the relevant noon buying rate in the City of New York forcable transfers in foreign currencies, as announced by the Federal Reserve Bankof New York for customs purposes (the “Reference Exchange Rate”).

## Section 9.13           Rulesof Construction.  The Parties agreethat they have been represented by counsel during the negotiation, preparation,and execution of this Agreement and, therefore, waive the application of anyLaw or rule of construction providing that ambiguities in an agreement or otherdocument shall be construed against the Party drafting such agreement ordocument.

## Section 9.14           No Partnership.  No provision of this Agreement creates apartnership or joint venture between or among the Parties or makes any Partythe agent of any other Party for any purpose. No Party has the authority or power to bind, to contract in the name of,or to create any liability for any other Party in any way or for any purpose.

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IN WITNESS WHEREOF, the Parties have executed thisAgreement as of the date first written above.

 
|        | APEX SILVER MINES SWEDEN AB                                      |
|--------|------------------------------------------------------------------|
|   |                                                             |   |
|   |                                                             |   |
|   | By:                                                              | /s/ Marcel DeGuire |
|   |                                                             | Marcel DeGuire |
|   | Its:                                                             | Director |
|   |                                                             |   |
|   |                                                             |   |
|        | APEX LUXEMBOURG S.À R.L                                     |
|   |                                                             |   |
|   |                                                             |   |
|   | By:                                                              | /s/ Gerald Malys |
|   |                                                             | Gerald Malys |
|   | Its:                                                             | Manager |
|   |                                                             |   |
|   |                                                             |   |
|        | GOTLEX LAGERAKTIEBOLAG nr. 451,  organization number 556702-1083 |
|   |                                                             |   |
|   |                                                             |   |
|   | By:                                                              | /s/ Gerald Malys |
|   |                                                             | Gerald Malys |
|   | Its:                                                             | Director |
|   |                                                             |   |
|   |                                                             |   |
|        | MINERA SAN CRISTÓBAL, S.A.                                  |
|   |                                                             |   |
|   |                                                             |   |
|   | By:                                                              | /s/ Jeffrey Clevenger |
|   |                                                             | Jeffrey Clevenger |
|   | Its:                                                             | Director |

 

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