Exhibit
4.3

     

    CONSENT
AND AMENDMENT

     

    CONSENT
AND AMENDMENT (this “Consent and
Amendment”), dated as of January 23, 2009 by and among COMPAÑÍA DE
MINAS BUENAVENTURA S.A.A., a sociedad anónima abierta duly
organized and existing under the laws of the Republic of Peru, as borrower (the
“Borrower”),
COMPAÑÍA MINERA CONDESA S.A., a sociedad anónima duly
organized and existing under the laws of the Republic of Peru, as guarantor (the
“Guarantor”),
BANCO DE CRÉDITO DEL PERU as administrative agent on behalf of the Lenders (the
“Administrative
Agent”), BANCO DE CRÉDITO DEL PERU as collateral agent (the “Collateral Agent”)
and each lender party hereto (collectively, the “Lenders” and each
individually, a “Lender”).

     

    WITNESSETH:

     

    WHEREAS,
the Borrower has entered into that certain $450,000,000 term loan agreement
dated as of May 21, 2008 (as amended, supplemented or modified from time to
time, the “Term Loan
Agreement”), entered into among the Borrower, the Guarantor, the lenders
party thereto, the Administrative Agent and the Collateral Agent.

     

    WHEREAS,
the Guarantor and the Collateral Agent have entered into that certain pledge
agreement dated as of May 21, 2008 (as amended, supplemented or modified
from time to time, the “Pledge Agreement”),
pursuant to which the Guarantor granted to the Collateral Agent (for the benefit
of the Lenders), amongst other things, a pledge over certain American Depository
Shares owned by the Guarantor and related rights, in order to secure payment and
performance of the Obligations.

     

    WHEREAS,
the Borrower has requested that the Lenders consent to (i) the release of
the American Depository Shares and related collateral, (ii) a non-ratable
pre-payment in full of the Loan owing to certain of the Lenders, and
(iii) certain related amendments to the Term Loan Agreement.

     

    WHEREAS,
the Lenders are willing, subject to the terms of this Consent and Amendment, to
grant such consents and agree to such amendments.

     

    NOW,
THEREFORE, in consideration of the mutual covenants contained herein and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereby agree as follows:

     

    Section
1.                      Defined
Terms.  Terms defined in the Term Loan Agreement and not
otherwise defined herein shall be used as defined in the Term Loan
Agreement.

     

    Section
2.                      Consent.  The
Lenders consent to the following:

     

    (a)           the
Pledge Agreement is hereby terminated and the Collateral is hereby released and
the Guarantor, as pledger has no further liability or obligation under the
Pledge Agreement (except for liabilities and obligations described in the Pledge
Agreement and, as the case may be, any Loan Document that are expressly stated
to survive any termination of the Pledge Agreement); and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    (b)           Section 2.12
of the Term Loan Agreement notwithstanding (and each Lender hereby waives its
rights under such section for purposes of this clause), the non-ratable
prepayment in full of the Loan owing to certain lenders such that, after giving
effect to such prepayment, Schedule 2.01 of the Term Loan Agreement shall
be amended and restated in its entirety as set forth on Schedule A
hereto.

     

    Section
3.                      Amendments.

     

    (a)           References
in the Term Loan Agreement and the other Loan Documents So the Pledge Agreement
and delivery or return of collateral security shall have no further force or
effect;

     

    (b)           Schedule 2.01
of the Term Loan Agreement shall be deleted in its entirety and replaced with
Schedule A attached hereto; and

     

    (c)           Schedule 2.06
of the Term Loan Agreement shall be deleted in its entirety and replaced with
Schedule B
attached hereto.

     

    Section
4.                      Redelivery of
Collateral.  The Collateral Agent will:

     

    (a)           promptly
after the date hereof, return any Delivered Securities and Delivered Cash and
other documents constituting Collateral delivered or held pursuant to the Pledge
Agreement to the Guarantor; and

     

    (b)           promptly
after the date hereof, take such other actions as may be reasonably requested by
the Guarantor or the Borrower, including providing any UCC termination
statements or at the expense of the Borrower, other documents reasonably
requested by the Guarantor or the Borrower, in order to effectuate the intent of
this Consent and Amendment and authorize the Guarantor or the Borrower or any
designee to file any termination statements in connection with the release of
Collateral described above.

     

    Section
5.                      Conditions to
Effectiveness.  This Consent and Amendment shall become
effective as of the date hereof when:

     

    (a)           the
Administrative Agent shall have received counterparts of this Consent and
Amendment executed by all parties hereto; and

     

    (b)           all
tees and expenses owing to the Administrative Agent under the Loan Documents
(including, without limitation, all fees and expenses incurred in connection
with the preparation, execution and delivery of this Consent and Amendment)
shall have been paid.

     

    Section
6.                      Representations of
Borrower.  The Borrower represents and warrants to the Lenders
and the Administrative Agent that at the date hereof, (i) the
representations and warranties of the Borrower contained in the Term Loan
Agreement are true and accurate and remain correct in all respects, and
(ii) no Default has occurred or is continuing.

     

    Section
7.                      Counterparts.  This
Consent and Amendment may be executed in several counterparts and by the
different parties hereto on separate counterparts, all of which when taken
together shall constitute but one and the same Consent, and
Amendment.  Delivery of an executed counterpart of a signature page of
this Consent and Amendment by telecopy shall be effective as delivery of a
manually executed counterpart of this Consent and Amendment.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    Section
8.                      Governing
Law.  THIS
CONSENT AND AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

     

    Section
9.                      Term Loan Agreement Remains
In Effect.  Except as provided herein, all provisions, terms
and conditions of the Term Loan Agreement shall remain in full force and
effect.  As amended hereby, the Term Loan Agreement is ratified and
confirmed in all respects.  Whenever the “Term Loan Agreement”
is referred to in the Term Loan Agreement, any other Loan Document or any of the
Exhibits thereto or any other instrument or document executed in connection
therewith, it shall be deemed to mean the Term Loan Agreement as amended
hereby.

     

    Section
10.                                No
Waiver.  The execution, delivery and effect of this Consent and
Amendment shall be limited precisely as written and shall not be deemed to
(i) be a consent to any waiver of any term or condition, or to any
amendment or modification of any term or condition (except as specifically
provided herein) of the Term Loan Agreement or any other Loan Document
(ii) prejudice any right, power or remedy which the Administrative Agent or
any Lender now has or may have in the future under or in connection with the
Term Loan Agreement or any other Loan Document or (iii) constitute a
novation of any of the obligations under the Term Loan Agreement and the other
Loan Documents.

     

    Section
11.                                No Other
Agreements.  This Consent and Amendment sets forth the entire
agreement among the parties with respect to the subject matter hereof, and
supercedes any prior agreements, written or oral, relating thereto.

     

    Section
12.                                Headings.  Section
headings in this Consent and Amendment are included herein for convenience of
reference only and shall not constitute a part of this Consent, and Amendment
for any other purpose.

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be
executed of the date first above written

     

    COMPAÑÍA
DE MINAS BUENAVENTURA S.A.A.

    as
Borrower

     

    By:  ______________________________________

    Name:

    Title:

     

    COMPAÑÍA
MINERA CONDESA S.A.

    as
Guarantor

     

    By:  ______________________________________

    Name:

    Title:

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    BANCO DE CRÉDITO DEL
PERÚ,

    as
Administrative Agent and as Collateral Agent

     

    By:  _________________________________

    Name:  Eduardo
Kuriyama Roca

    Title:  Trust
Officer

     

    By:  _________________________________

    Name:  Mario
Rosas Arrunátegui

    Title:  Trust
Officer

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    BANCO
DE CRÉDITO DEL PERÚ –SUCURSAL

    DE
PANAMÁ

    as a
Lender

     

    By:  ______________________________________

    Name:

    Title:

     

    By:  ______________________________________

    Name:

    Title:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    BANCO
DE CRÉDITO E INVERSIONES - MIAMI BRANCH,

    as a
Lender

     

    By:  ______________________________________

    Name:

    Title:

     

    By:  ______________________________________

    Name:

    Title:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    SCOTIABANK
PERÚ S.A.A.,

    as a
Lender

     

    By:  ______________________________________

    Name:

    Title:

     

    By:  ______________________________________

    Name:

    Title:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    NATIXIS,

    as a
Lender

     

    By:  ______________________________________

    Name:

    Title:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    BANCO
BILBAO VIZCAYA ARGENTARIA S.A.,

    GRAND CAYMAN
BRANCH,

    as a
Lender

     

    By:  ______________________________________

    Name:

    Title:

     

    By:  ______________________________________

    Name:

    Title:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    ATLANTIC
SECURITY BANK,

    as a
Lender

     

    By:  ______________________________________

    Name:

    Title:

     

    By:  ______________________________________

    Name:

    Title:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    SOCIÉTÉ GÉNÉRALE,

    as a
Lender

     

    By:  ______________________________________

    Name:

    Title:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULE A

     

    RESTATED
SCHEDULE 2.01 OF THE TERM LOAN AGREEMENT

     

    COMMITMENTS
AND APPLICABLE PERCENTAGES

     

    
      	
              Lender

            	
              Commitment

            	
              Applicable
      Percentage

               

            
	
              Banco
      de Credito del Perú - Sucursal de

              Panama

               

            	
              $86,400,000

            	
              32.73%

            
	
              Scotiabank
      Perú S.A.A.

               

            	
              $57,600,000

            	
              21.82%

            
	
              Natixis

               

            	
              $50,400,000

            	
              19.09%

            
	
              Banco
      Bilbao Vizcaya Argentaria S.A., Grand Cayman Branch

               

            	
              $32,400,000

            	
              12.27%

            
	
              Banco
      de Crédito e Inversiones — Miami Branch

               

            	
              $30,000,000

            	
              11.36%

            
	
              Atlantic
      Security Bank

               

            	
              $7,200,000

            	
              2.73%

            
	
              Total:

            	
              $264,000,000

            	
              100.00%

            


    

     

    
      
        
        

      

      
        Sch.
A-1

        
          

        

      

      
        
        

      

    

     

    
 

    SCHEDULE B

     

    RESTATED
SCHEDULE 2.06 OF THE TERM LOAN AGREEMENT

     

    PAYMENT
DATES

     

    
      	
              Payment
      Date

            	
              Amount
      (US$ thousands)

            
	
              February 27,
      2009

            	
              $           14,666.667

            
	
              May 27,
      2009

            	
              $           14,666.667

            
	
              August 27,
      2009

            	
              $           14,666.667

            
	
              November 27,
      2009

            	
              $           14,666.667

            
	
              March 1,
      2010

            	
              $           14,666.667

            
	
              May 27,
      2010

            	
              $           14,666.667

            
	
              August 27,
      2010

            	
              $           14,666.667

            
	
              November 29,
      2010

            	
              $           14,666.667

            
	
              February 28,
      2011

            	
              $           14,666.667

            
	
              May 27,
      2011

            	
              $           14,666.667

            
	
              August 29,
      2011

            	
              $           14,666.667

            
	
              November 28,
      2011

            	
              $           14,666.667

            
	
              February 27,
      2012

            	
              $           14,666.667

            
	
              May 28,
      2012

            	
              $           14,666.667

            
	
              August 27,
      2012

            	
              $           14,666.667

            
	
              November 27,
      2012

            	
              $           14,666.667

            
	
              February 27,
      2013

            	
              $           14,666.667

            
	
              May 27,
      2013

            	
              $           14,666.667