Exhibit 10.22EXECUTION COPY**FIRST AMENDMENT****TO****MASTER PARTICIPATION AGREEMENT**amongSOCIEDAD MINERA CERRO VERDE, S.A.A.,*as Borrower,*andCALYON NEW YORK BRANCH,*as Administrative Agent*Dated as of December 16, 2005
 

 
**FIRST AMENDMENT TO MASTER PARTICIPATION AGREEMENT**This FIRST AMENDMENT TO MASTER PARTICIPATION AGREEMENT (“First Amendment”), dated as ofDecember 16, 2005, is made and entered between SOCIEDAD MINERA CERRO VERDE, S.A.A., a Peruvian*sociedad anónima abierta*listed on the Lima Stock Exchange and organized under the laws of Peru(the “Borrower”) and CALYON NEW YORK BRANCH, a licensed branch of a banking corporationorganized and existing under the laws of the French Republic, in its capacity as AdministrativeAgent (the “Administrative Agent”, and collectively with the Borrower, the“Parties”).RECITALS     A. The Borrower, Japan Bank for International Cooperation, a Japanese government financialinstitution organized under the laws of Japan, Sumitomo Mitsui Banking Corporation, a stockcorporation organized under the laws of Japan, The Bank of Tokyo-Mitsubishi, Ltd., a bankinginstitution organized under the laws of Japan, KfW, a public corporation formed under the laws ofthe Federal Republic of Germany, CALYON New York Branch, a licensed branch of a banking corporationorganized under the laws of the French Republic, The Royal Bank of Scotland plc, a public limitedcompany incorporated under the laws of Scotland, The Bank of Nova Scotia, a Canadian charteredbank, organized under the laws of Canada, Mizuho Corporate Bank, Ltd., a banking institutionorganized under the laws of Japan, and the Administrative Agent have entered into a MasterParticipation Agreement (the “Master Participation Agreement”), dated as of September 30,2005;     B. Pursuant to Section 12.19(a) of the Master Participation Agreement, the MasterParticipation Agreement may be amended pursuant to a written instrument executed by the Borrower,the Administrative Agent acting in accordance with Section 10.01 thereof and, with respect to anyamendment that modifies any provision of the Master Participation Agreement in a manner thatadversely affects any rights of the Administrative Agent thereunder or enlarges its dutiesthereunder, the Administrative Agent;     C. The Parties wish to amend certain provisions of the Master Participation Agreement in amanner that does not adversely affect the rights of the Administrative Agent thereunder or enlargeits duties thereunder; and     D. The Administrative Agent has received all necessary authorizations from the Senior FacilityLenders to authorize the Administrative Agent to enter into this First Amendment.
 

 
     NOW THEREFORE, in consideration of the agreements hereinafter set forth, and for other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, theParties agree as follows:     1. Schedule 6.04 to the Master Participation Agreement is hereby amended by adding thefollowing paragraph at the end of such Schedule: **“•** Ministry of Energy and Mines. On December 1, 2005, the Borrower received anotification from the Ministry of Energy and Mines of an administrative proceedinginitiated at the request of FREDICON, a community association. The Ministry of Energyand Mines will conduct a special review of certain environmental aspects of theBorrower’s operations as described in such notification. The Borrower has currentlyno reason to expect that this proceeding will have any Material Adverse ProjectEffect.”     2. Schedule 6.06 to the Master Participation Agreement is hereby amended by adding thefollowing paragraph at the end of such Schedule: **“•** The Borrower has been informed by Peruvian counsel that it is not in compliancewith the provisions of Law No. 27252 (published in the official gazette El Peruano onJanuary 7, 2000) and its implementing regulations relating to the early retirement ofcertain categories of mining workers. Pursuant to this legislation, the Borrower isrequired to withhold a portion of the salary payable to certain categories ofemployees and deposit the corresponding amounts together with matching contributionsinto certain private pension fund management companies. The Borrower will regularizeits non compliance with respect to past periods before December 31, 2005 and intendsto implement a system to comply with this legislation going forward. The Borrowercurrently estimates that the aggregate cost of regularizing past non-compliance willnot exceed US$500,000.”     3. Except as set forth above in this First Amendment, the Master Participation Agreement shallcontinue in effect in accordance with its terms.     3. Section 12.07 and Section 12.16 of the Master Participation Agreement are incorporatedherein by reference.     4. This First Amendment may be executed in any number of counterparts and by the differentparties hereto on separate counterparts, each of which, when so executed and delivered shall be anoriginal, but all of which shall together constitute one and the same instrument.
 

 
     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed.      SOCIEDAD MINERA CERRO VERDE S.A.A.