Exhibit 10.2


 


EXECUTION VERSION


 




 





 


LOAN AGREEMENT


 


between


 


MINERA SAN CRISTÓBAL S.A.,


as Borrower


 


and


 


CORPORACIÓN ANDINA DE FOMENTO


 


Dated as of December 1, 2005


 


U.S. $50,000,000


 




 





 





















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE 1
  DEFINITIONS

  	
  1

  
	
  1.01

  	
  Certain Defined
  Terms

  	
  1

  
	
  1.02

  	
  Other
  Definitions; Headings

  	
  3

  
	
  1.03

  	
  Interpretation

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2
  THE LOAN

  	
  3

  
	
  2.01

  	
  Loans

  	
  3

  
	
  2.02

  	
  Disbursements

  	
  4

  
	
  2.03

  	
  Use of
  Proceeds

  	
  4

  
	
  2.04

  	
  Financing
  Fee

  	
  4

  
	
  2.05

  	
  Commitment
  Fee

  	
  4

  
	
  2.06

  	
  CAF Notes

  	
  4

  
	
  2.07

  	
  Voluntary
  Prepayments of Loans

  	
  4

  
	
  2.08

  	
  Mandatory
  Prepayments

  	
  5

  
	
  2.09

  	
  All
  Prepayments

  	
  5

  
	
  2.10

  	
  Change in
  Commitment

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3
  PAYMENTS OF PRINCIPAL AND INTEREST

  	
  5

  
	
  3.01

  	
  Repayment of
  Loan

  	
  5

  
	
  3.02

  	
  Interest

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4
  PAYMENTS, ETC.

  	
  6

  
	
  4.01

  	
  Payments

  	
  6

  
	
  4.02

  	
  Notices of
  Disbursement

  	
  6

  
	
  4.03

  	
  Set-Off

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5
  YIELD PROTECTION, ETC.

  	
  7

  
	
  5.01

  	
  Additional
  Costs

  	
  7

  
	
  5.02

  	
  Alternate
  Interest Rate

  	
  8

  
	
  5.03

  	
  Illegality

  	
  9

  
	
  5.04

  	
  Compensation

  	
  9

  
	
  5.05

  	
  Covered
  Taxes

  	
  10

  
	
  5.06

  	
  Mitigation

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6
  CONDITIONS PRECEDENT

  	
  11

  
	
  6.01

  	
  Initial
  Loans

  	
  11

  
	
  6.02

  	
  Each Loan

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7
  REPRESENTATIONS AND WARRANTIES

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8
  COVENANTS OF THE BORROWER

  	
  12

  
	
  8.01

  	
  Common
  Security Agreement Covenants

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9
  EVENTS OF DEFAULT

  	
  12

  



 


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  9.01

  	
  Events of
  Default

  	
  12

  
	
  9.02

  	
  Remedies.

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10
  MISCELLANEOUS

  	
  13

  
	
  10.01

  	
  Waiver

  	
  13

  
	
  10.02

  	
  Notices

  	
  13

  
	
  10.03

  	
  Amendments,
  Etc.

  	
  14

  
	
  10.04

  	
  Successors
  and Assigns

  	
  14

  
	
  10.05

  	
  Assignments
  and Participations

  	
  14

  
	
  10.06

  	
  Survival/Reinstatement

  	
  14

  
	
  10.07

  	
  Captions

  	
  14

  
	
  10.08

  	
  Counterparts

  	
  14

  
	
  10.09

  	
  GOVERNING LAW

  	
  15

  
	
  10.10

  	
  Jurisdiction,
  Service of Process and Venue

  	
  15

  
	
  10.11

  	
  WAIVER OF
  JURY TRIAL

  	
  15

  
	
  10.12

  	
  No Immunity

  	
  15

  
	
  10.13

  	
  Judgment
  Currency

  	
  15

  
	
  10.14

  	
  Expenses;
  Indemnity

  	
  16

  
	
  10.15

  	
  Use of
  English Language

  	
  16

  
	
  10.16

  	
  No Fiduciary
  Relationship

  	
  16

  
	
  10.17

  	
  Severability

  	
  16

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of
  Note

  	
   

  
	
  EXHIBIT B

  	
  Amortization
  Schedule

  	
   

  
	
  EXHIBIT C

  	
  Prepayment
  Premium

  	
   

  
				



 


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LOAN AGREEMENT


 


LOAN AGREEMENT,
dated as of December 1, 2005, among MINERA SAN CRISTÓBAL S.A., a sociedad anónima organized under the laws
of Bolivia (the “Borrower”) and CORPORACIÓN ANDINA DE FOMENTO (“CAF”).


 


WHEREAS, for
purposes of financing in part the development of the Project, the Borrower desires
that CAF make certain loans to it, and CAF wishes to make certain loans to the
Borrower, all on the terms and conditions set forth herein and in the Common
Security Agreement;


 


NOW THEREFORE, in
consideration of the foregoing, the agreements contained herein and in the
Common Security Agreement and for other good and valid consideration, the
receipt and adequacy of which are hereby expressly acknowledged, the parties
hereto agree as follows:


 


ARTICLE 1




DEFINITIONS


 


1.01           Certain
Defined Terms.  Except as otherwise
defined herein, capitalized terms used herein (including the preamble and
recital of this Agreement) shall have the meanings assigned to such terms in
the Common Security Agreement (including Appendix A thereto).  For purposes of this Agreement, the following
terms shall have the respective meanings set forth below:


 


“Agreement” means this Loan Agreement. 


 


“Availability Period” means the period from the date hereof
until the Commitment Termination Date.


 


“Borrower” has the meaning assigned thereto in the first
paragraph of this Agreement.


 


“Borrower Process Agent” has the meaning set forth in Section 10.10(b) hereof.


 


“Borrowing” shall mean (a) all Loans made on the same
Disbursement Date and (b) all Loans as to which a single Interest Period is
in effect.


 


“CAF Loan Commitment” means $50,000,000.


 


“CAF Note” shall have the meaning set forth in Section 2.06
hereof.


 


“CAF Process Agent” has the meaning set forth in Section 10.10(b) hereof.


 


“Change in Law” means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or


 





















 


(c) compliance
by CAF with any request, guideline or directive (whether or not having the
force of law) of any Governmental Authority made or issued after the date of
this Agreement.


 


“Common Security Agreement” means the Common Security Agreement
dated as of December 1, 2005 among the Borrower, Apex Luxembourg, Apex
Sweden, Apex Metals, the Administrative Agent, the Lead Arrangers, CAF, the
Collateral Agent and the Securities Intermediary, the Hedge Banks party thereto
and the Senior Lenders party thereto.


 


“Covered Taxes” has the meaning assigned thereto in Section 5.05(a) hereof.


 


“Default Interest Period” means each successive period (not in
excess of one month) as CAF shall choose, during which any amount payable by
the Borrower hereunder is in default. 
The first such period shall commence as of the date on which such amount
in default becomes due, and each such succeeding period shall commence
immediately upon the expiry of the immediately preceding period; provided,
however, that in the absence of or pending a determination by CAF, each
Default Interest Period shall have a duration of one week.


 


“Default Margin” means a rate per annum equal to 2%.


 


“Dollars” and “US$” mean lawful money of the United
States of America.


 


“Event of Default” has the meaning set forth in Section 9
hereof.


 


“Excluded Taxes” means (a) Taxes imposed on CAF’s overall
net income (including branch profits or similar taxes), and franchise taxes
imposed in lieu of net income taxes, by the jurisdiction under the laws of
which CAF is organized or any political subdivision thereof, (b) Taxes
imposed because of a connection between Bolivia and CAF other than lending
money or extending credit pursuant to, receiving payments under, or enforcing
this Agreement, the Common Security Agreement, the Loans, the CAF Notes, the
Security Documents, the other Financing Documents or any related document, and (c) Taxes
imposed on CAF’s overall net income by the jurisdiction of CAF or any political
subdivision thereof.


 


“Interest Payment Date” means, with respect to any Loan or
Borrowing, each Quarterly Date. 


 


“Interest Period” means, for any Borrowing: (a) the period
commencing on the Disbursement Date for Loans comprising such Borrowing and
ending on but excluding the next following Semiannual Date occurring at least
thirty (30) days thereafter and (b) thereafter, each period commencing on
the last day of the next preceding Interest Period for such Borrowing and
ending on but excluding the next following Semiannual Date.


 


“LIBO Rate” means, with respect to any Borrowing for any
Interest Period or any amount not paid when due hereunder for any Default
Interest Period, the rate appearing on Page 3750 of the Dow Jones Telerate
Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
notified to CAF by the Administrative Agent from time to time for purposes of
providing quotations of interest rates


 


2





















 


applicable to
Dollar deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for the offering of Dollar deposits with a maturity
comparable to such Interest Period.  In
the event that such rate is not available at such time for any reason, then the
LIBO Rate for such Interest Period shall be the average rate (calculated to
four decimal places and notified to CAF by the Administrative Agent) at which
Dollar deposits of $5,000,000 and for a maturity comparable to such Interest
Period are offered by the principal London office of each Reference Bank in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of
such Interest Period.


 


“Loan” means each of the loans provided to the Borrower pursuant
to Section 2.01 hereof.


 


“Margin” means 3.50% per annum.


 


“Negotiation Period” has the meaning set forth in Section 5.02.


 


“Notice of Disbursement” has the meaning set forth in Section 2.02
hereof.


 


“Reference Banks” means BNP Paribas, Barclays Bank PLC and a
third Lender selected by the Administrative Agent and approved by the Borrower,
such approval not to be unreasonably withheld or delayed.  


 


“Semiannual Date” shall mean each of the Quarterly Dates
occurring in June and December in each year.


 


“Substitute Basis” has the meaning set forth in Section 5.02
hereof.


 


1.02           Other
Definitions; Headings.  The table of
contents to this Agreement and section headings contained herein are for
convenience of reference only and shall not affect the construction hereof.


 


1.03           Interpretation.  Section 1.02 of the Common Security
Agreement is hereby incorporated herein by reference as if fully set forth
herein mutatis mutandis.


 


ARTICLE 2



THE LOAN


 


2.01           Loans.  CAF agrees, subject to the terms and
conditions of this Agreement and the Common Security Agreement, and for the
purposes described herein, to make Loans to the Borrower in U.S. Dollars from
time to time during the Availability Period in an aggregate principal amount up
to but not exceeding the CAF Loan Commitment. 
If the full principal amount of the CAF Loan Commitment is not disbursed
during the Availability Period, the amount of any undrawn portion thereof shall
be automatically reduced to zero as provided in Section 2.08(a) of
the Common Security Agreement.


 


3





















 


2.02           Disbursements.  The Borrower shall give CAF through the
Administrative Agent a notice of disbursement (a “Notice of Disbursement”)
for each disbursement of Loans hereunder, such notice to be substantially in
the form of Appendix D-1 to the Common Security Agreement, as provided in Section 11.04
of the Common Security Agreement.  Except
as to a disbursement of Loans which utilizes the unborrowed CAF Loan Commitment
in full, each Disbursement of Loans hereunder shall be in an amount which,
taken together with the amount of simultaneous disbursements under other Senior
Loan Agreements, is not less than US$5,000,000 and, if greater, is an integral
multiple of US$2,000,000.


 


Not later than 11:00 a.m. New York time on the date specified in
each Notice of Disbursement hereunder, CAF shall make available the aggregate
amount of the Loans to be made by it on such date to the Borrower by depositing
the same in the Loan Proceeds Account in immediately available funds.  


 


The Borrower hereby irrevocably agrees that evidence of wire
instructions demonstrating that a wire transfer of a Loans was initiated by or
on behalf of CAF and credited to the Loan Proceeds Account pursuant to a Notice
of Disbursement shall constitute sufficient evidence that the Borrower has
received the proceeds of such Disbursement of Loans, and the Borrower is
thereby obligated to repay such Loans in accordance with the terms of this
Agreement and the Common Security Agreement.


 


2.03           Use
of Proceeds.  The Borrower agrees
that the proceeds of the Loans shall be used by it exclusively in accordance
with Section 8.26 of the Common Security Agreement.


 


2.04           Financing
Fee.  The Borrower shall pay to CAF
on the date of the initial Loan hereunder a financing fee in an amount equal to
1.25% flat of the amount of the CAF Loan Commitment.


 


2.05           Commitment
Fee.  The Borrower shall pay to CAF a
commitment fee on the daily average unused amount of the CAF Loan Commitment,
for the period from and including the date hereof to but excluding the
Commitment Termination Date, at a rate equal to 1.00% per annum.  Accrued commitment fee shall be payable in
arrears on each Quarterly Date and on the Commitment Termination Date.  


 


2.06           CAF
Notes.  Each Disbursement of a Loan
shall be evidenced by one or more separate promissory notes of the Borrower
(each, a “CAF Note”), dated the relevant Disbursement Date, payable to
CAF in a principal amount equal to the principal amount of such Disbursement
and otherwise duly completed.


 


2.07           Voluntary
Prepayments of Loans.  The Borrower
shall have the right to prepay the Loans, either in whole or in part, in
accordance with Section 2.04(b) of the Common Security Agreement, at
any time or from time to time, provided that upon each such prepayment
under this Section 2.07 the Borrower shall pay CAF a prepayment premium in
an amount calculated in the manner set forth in Exhibit C hereto.  


 


4





















 


2.08           Mandatory
Prepayments.  The Borrower shall be
obligated to prepay the Loans pursuant to Sections 5.05(c)(ii), 5.08(c)(ii) and
(iii) and 9.02 of the Common Security Agreement and Section 5.03
hereof.  


 


2.09           All
Prepayments.  Amounts prepaid may not
be reborrowed by the Borrower.  Any
prepayment made by the Borrower pursuant to Sections 2.07 or 2.08 hereof
or any provision of the Common Security Agreement shall be made together with
all accrued but unpaid interest on amounts prepaid and all other amounts
(including any amounts due pursuant to Section 5) then due from the
Borrower hereunder.


 


2.10           Change
in Commitment.  Subject to Section 2.07
of the Common Security Agreement, the Borrower shall have the right at any time
or from time to time to terminate or reduce the aggregate unused amount of the
CAF Loan Commitment.  Any portion of the
CAF Loan Commitment once terminated or reduced may not be reinstated.


 


ARTICLE 3



PAYMENTS OF PRINCIPAL AND INTEREST


 


3.01           Repayment
of Loan.  The Borrower hereby
unconditionally promises to pay to CAF the principal amount of the Loans in
nine consecutive semi-annual installments payable commencing on the first
Principal Repayment Date and on each subsequent Principal Repayment Date
thereafter, each such installment to be in an aggregate principal amount
computed in accordance with the Amortization Schedule set forth in Exhibit B
hereto. 
To the extent not previously paid, all Loans shall be due and
payable on the Final Maturity Date.


 


3.02           Interest.  


 


(a)                                  The
Borrower hereby promises to pay to CAF interest on the unpaid principal amount
of each Loan for the period from and including the date of such Loan to but
excluding the date such Loan shall be paid in full, at a rate per annum equal
to, for each Interest Period, the LIBO Rate for such Loan for such Interest
Period plus the applicable Margin plus, subject to Section 10.02(b) of
the Common Security Agreement, upon the occurrence and during the continuance
of any Event of Default under the Common Security Agreement (other than any
Event of Default under clause (a) of Section 10.01 thereof
relating to this Agreement for which a default rate is being applied in
accordance with Section 3.02(c) below), the Default Margin.


 


(b)                                 Accrued
interest on each Loan shall be payable (i) on each Interest Payment Date
for such Loan and (ii) upon the payment or prepayment thereof (on the
principal amount paid or prepaid). 
Promptly after the determination of any interest rate provided for
herein or any change therein, CAF shall give notice thereof to the Borrower and
to the Administrative Agent.   


 


(c)                                  If
any installment of principal of any Loan or any other amount (including
interest on a Loan or any fee hereunder) payable hereunder is not paid in full
when due (whether at the stated due date, by acceleration, by mandatory
prepayment or otherwise), the Borrower hereby agrees to pay from time to time
upon demand interest on the amount past due and unpaid for such period of time
within each related Default Interest Period during which such amount


 


5





















 


shall remain
due and unpaid, at a rate per annum equal to (i) in respect of principal,
the Default Margin plus the greater of (A) the rate of interest
payable in respect of such principal pursuant to Section 3.02(a) (or,
if applicable, Section 5.02) in effect immediately prior to such default
in payment and (B) the sum of the LIBO Rate for such Default Interest Period
plus the Margin and (ii) in respect of such other amounts, the
Default Margin plus the LIBO Rate for such Default Interest Period plus
the Margin.


 


(d)                                 The
determination by CAF of the interest rate hereunder from time to time in
accordance with the terms hereof shall be presumed correct in the absence of
manifest error.


 


ARTICLE 4



PAYMENTS, ETC


 


4.01           Payments.  


 


(a)                                  All
payments of principal, interest and other amounts to be made by the Borrower
under this Agreement and the CAF Notes shall be made in Dollars, in immediately
available funds (with the exclusion of other currencies), without deduction,
set-off or counterclaim of any kind, to CAF by wire transfer to its account at
Standard Chartered Bank, Acct. No. 3544-053717-002, Swift Code:  SCBLUS33, not later than 11:00 a.m. New
York City time on the date on which such payment shall become due (each such
payment made after such time on such due date to be deemed to have been made on
the next succeeding Business Day).


 


(b)                                 If
CAF shall at any time receive less than the full amount then due and payable to
it under this Agreement in connection with the Loans, CAF shall allocate and
apply such payment first to fees and expenses payable under this
Agreement, second to overdue interest (if any) on the Loans, third
to other interest due and payable on the Loans, fourth to principal of
the Loans due and payable, and fifth to other amounts payable hereunder.


 


(c)                                  If
the due date of any payment under this Agreement and the Notes would otherwise
fall on a day that is not a Business Day, such date shall be extended to the
next succeeding Business Day, and interest shall be payable for any principal
so extended for the period of such extension.


 


(d)                                 Interest
on the Loans shall be computed on the basis of a year of 360 days and
actual days elapsed (including the first day but excluding the last day)
occurring in the period for which such interest and commitment fee are payable.


 


4.02           Notices
of Disbursement.  Notices of
Disbursement delivered by the Borrower to CAF shall be irrevocable and shall be
effective only if received by CAF not later than 11:00 a.m. New York time
at least five Business Days prior to the date of such disbursement as provided
in Section 11.04 of the Common Security Agreement.


 


If received later than 11:00 a.m. New York time on such date, such
notice shall be effective on the next succeeding Business Day unless the
Borrower is notified by CAF that such notice shall be effective on the original
Business Day.


 


6





















 


4.03           Set-Off.  The provisions of Section 15.16 of the
Common Security Agreement shall be deemed incorporated herein mutatis  mutandis.


 


ARTICLE 5



YIELD PROTECTION, ETC.


 


5.01           Additional
Costs.  


 


(a)                                  Generally.  If any Change in Law shall:


 


(i)                                     impose, modify or
deem applicable any reserve, special deposit or similar requirement against
assets of, deposits with or for the account of, or credit extended by, CAF; or


 


(ii)                                  impose on CAF or the
London interbank market any other condition affecting this Agreement or any
Loans made by CAF;


 


and the result
of any of the foregoing shall be to increase the cost to CAF of making or
maintaining any Loans (or of maintaining its obligation to make any Loan) or to
reduce the amount of any sum received or receivable by CAF hereunder (whether
of principal, interest or otherwise), then the Borrower will pay to CAF such
additional amount or amounts as will compensate CAF for such additional costs
incurred or reduction suffered to the extent not otherwise compensated under
any other provision of the Financing Documents.


 


(b)                                 Capital
Requirements.  If CAF determines that
any Change in Law regarding capital requirements has or would have the effect
of reducing the rate of return on CAF’s capital as a consequence of this
Agreement or the Loans made by CAF to a level below that which CAF could have
achieved but for such Change in Law (taking into consideration CAF’s policies
with respect to capital adequacy), then from time to time the Borrower will pay
to CAF such additional amount or amounts as will compensate CAF for any such
reduction suffered.


 


(c)                                  Certificates
from CAF.  A certificate of CAF
setting forth in reasonable detail the computation of the amount or amounts
necessary to compensate CAF as specified in paragraph (a) or (b) of
this Section shall be delivered to the Borrower and shall be conclusive
absent manifest error.  The Borrower
shall pay CAF the amount shown as due on any such certificate within
10 days after receipt thereof.


 


(d)                                 Delay
in Requests.  Failure or delay on the
part of CAF to demand compensation pursuant to this Section shall not
constitute a waiver of CAF’s right to demand such compensation; provided
that the Borrower shall not be required to compensate CAF pursuant to this Section for
any increased costs or reductions incurred more than 270 days prior to the
date that CAF notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of CAF’s intention to claim compensation
therefor; provided  further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 270-day period
referred to above shall be extended to include the period of retroactive effect
thereof.


 


7





















 


5.02           Alternate
Interest Rate.  Anything herein to
the contrary notwithstanding, if, on or prior to the determination of any LIBO
Rate for any Interest Period or Default Interest Period: 


 


(a)                                  CAF determines (which
determination shall be conclusive absent manifest error) that adequate and
reasonable means do not exist for ascertaining the LIBO Rate for such Interest
Period or Default Interest Period; or


 


(b)                                 CAF reasonably
determines that (i) the LIBO Rate for such Interest Period or Default
Interest Period will not adequately reflect the cost to CAF of making or
maintaining Loans, or maintaining any other amount hereunder not paid when due,
for such Interest Period or Default Interest Period or (ii) deposits in
U.S. Dollars in the London interbank market are not available to CAF in the
ordinary course of business in sufficient amounts to make and/or maintain their
Loans,


 


then CAF shall
notify the Borrower thereof and the following provisions shall apply:


 


(A)                              During the thirty-day
period following the date of any such notice (the “Negotiation Period”),
CAF and the Borrower will negotiate in good faith for the purpose of agreeing
upon an alternative, mutually acceptable basis (the “Substitute Basis”)
for determining the rate of interest to be applicable to Loans, and any other
amounts hereunder not paid when due, from time to time and if, at the expiry of
the Negotiation Period, CAF and the Borrower have agreed upon a Substitute
Basis and any required governmental approvals therefor have been obtained, the
Substitute Basis shall take effect from such date (including such retroactive
date) as CAF and the Borrower may in such circumstance agree.


 


(B)                                If at the expiry of the
Negotiation Period, a Substitute Basis shall not have been agreed upon or any
required Government Approvals therefor shall not have been obtained, CAF shall
notify the Borrower of the cost to CAF (as reasonably determined by it) of
funding and maintaining the outstanding affected Loans, and any other amounts
hereunder not paid when due for such Interest Period or Default Interest Period
and the interest payable to CAF on Loans and such other amounts not paid when
due to which such Interest Period or Default Interest Period applies shall be
interest at a rate per annum equal to the cost of funding and maintaining such
Loans or such other amounts as so notified by CAF plus the applicable
Margin plus, subject to Section 10.02(b) of the Common
Security Agreement, upon the occurrence and during the continuance of any Event
of Default under the Common Security Agreement (other than any Event of Default
under clause (a) of Section 10.01 thereof relating to this Agreement
for which a default rate is being applied in accordance with Section 3.02
hereof), the Default Margin.


 


The procedures
specified in (A) and (B) above shall apply to each relevant period
succeeding the first such period to which they were applied unless and until
CAF notifies the Borrower that the condition referred to in clause (a) of
this Section 5.02 no longer exists or CAF notifies the Borrower that the
condition referred to in clause (b) of this Section 5.02 no
longer exists (which notice CAF agrees to give or cause to be given promptly
following the cessation of such condition), whereupon interest on Loans shall
again be determined in accordance with the


 


8





















 


provisions of Section 3.02,
effective commencing on the third Business Day after the date of such notice.


 


5.03           Illegality.  Notwithstanding any other provision of this
Agreement:  (i) in the event that it
becomes unlawful for CAF to honor its obligation to make Loans hereunder, then
CAF shall promptly notify the Borrower thereof (with a copy to the
Administrative Agent) and CAF’s obligation to make Loans to the Borrower shall
be suspended until such time as CAF may again make Loans; and (ii)  in the
event that (A) it becomes unlawful for CAF to maintain Loans or (B) Bolivia
ceases to be a member of, or ceases to be entitled to use the general resources
of CAF, then, at the election of CAF (by notice to the Borrower), the Borrower
will prepay, without any penalty or premium whatsoever, CAF’s outstanding Loans
in full (or in the amount of the affected portion thereof) together with
accrued interest thereon and all other amounts payable to CAF hereunder
(including amounts payable under Section 5.04), on the last day of the
then current Interest Period or Default Interest Period for the Loans (or on
such earlier date as shall be certified by CAF as being the last permissible
date for such prepayment under the relevant law, rule, regulation, treaty or
directive), provided, however, that the Borrower shall not be
obligated to make any such prepayment less than 10 days following its
receipt of such notice from CAF.   


 


5.04           Compensation.  Upon request of CAF, the Borrower shall pay
to CAF such amount or amounts as shall be sufficient to compensate it for any
loss, cost or reasonable expense (other than in-house management costs or lost
profit or margin) that CAF has certified to the Borrower as being attributable
to:


 


(a)                                  any payment or
voluntary prepayment by the Borrower of a Loan for any reason (including,
without limitation, the acceleration of the Loans pursuant to Section 10.02
of the Common Security Agreement and voluntary prepayments made pursuant to Section 2.07
of this Agreement) on a date other than the last day of an Interest Period for
such Loan; or


 


(b)                                 any failure by the
Borrower for any reason (including, without limitation, the failure of any of
the conditions precedent specified in Section 6 of this Agreement or in Article XI
of the Common Security Agreement to be satisfied) to borrow a Loan from CAF on
the date for such disbursement for such Loan specified in the relevant Notice
of Disbursement given pursuant to Section 2.02, other than any failure
which results from CAF wrongfully suspending its obligation or wrongfully
failing to make Loans to the Borrower or wrongfully terminating the CAF Loan
Commitment under this Agreement; 


 


provided,
however, that the Borrower shall not be required to compensate CAF for
losses, costs or expenses attributable to a mandatory prepayment made pursuant
to Section 5.03 hereof.  Such
compensation shall include an amount equal to the excess, if any, of (i) the
amount of interest that otherwise would have accrued on the principal amount so
paid or prepaid or not borrowed for the period from the date of such payment,
prepayment or failure to borrow to the last day of the then current Interest
Period for such Loan (or, in the case of a failure to borrow, the Interest
Period for such Loan that would have commenced on the date specified for the
disbursement of such Loan) at the applicable rate of interest for such Loan
provided for herein (excluding, however, the applicable Margin or Default
Margin included therein, if any) over (ii) the amount


 


9





















 


of interest
(as reasonably determined by CAF) that otherwise would have accrued on such
principal amount by placing such amount on deposit for a comparable period with
leading banks in the London interbank market. 
A certificate of CAF setting forth in reasonable detail any amount or
amounts which CAF is entitled to receive pursuant to this Section 5.04 and
setting forth in reasonable detail the manner in which such amounts shall have
been determined shall be delivered to the Borrower and shall be conclusive
absent manifest error.  The Borrower
shall pay CAF the amount shown as due on any such certificate within
10 days after receipt thereof.


 


5.05           Covered Taxes.  The Borrower agrees that, whether or not any
Loan is made hereunder:


 


(a)                                  All payments of
principal of and interest on the Loans and all other amounts payable on, under
or in respect of this Agreement, the Loans or the Common Security Agreement by
the Borrower to CAF, including, without limitation, amounts payable by the
Borrower under clause (b) of this Section 5.05, shall be made by
the Borrower free and clear of, and without deduction or withholding for, any
and all present and future income, stamp and other taxes and levies, imposts,
deductions, charges, fees, compulsory loans and assessments whatsoever
(including interest thereon and penalties assessed with respect thereto, if
any, collectively, “Taxes”), other than Excluded Taxes, imposed,
assessed, levied or collected by any competent authority in Bolivia or any
political subdivision or taxing authority thereof or therein or by any other
jurisdiction from or through which payments of the Loans or other amounts
payable by the Borrower hereunder and thereunder are made that are so imposed,
assessed, levied or collected on or in respect of this Agreement, the Loans,
the CAF Notes, the Common Security Agreement, the Security Documents, the
execution, registration, enforcement, notarization or other formalization of any
thereof, and any payments of principal, interest, charges, fees, commissions or
other amounts made on, under or in respect thereof (hereinafter called “Covered
Taxes”) all of which will be timely paid by the Borrower, for its own
account.  CAF (as to amounts payable to
it for its own account) agrees to notify the Borrower of all Covered Taxes
promptly upon becoming aware of the same.


 


(b)                                 The Borrower will
indemnify CAF against, and reimburse CAF on demand for, any Covered Taxes paid
by CAF and any loss, liability, claim or expense, including interest,
penalties, judgments, costs or disbursements and reasonable and documented
legal fees, which CAF may incur at any time arising out of or in connection
with any failure of the Borrower to make any payment of Covered Taxes when due.


 


(c)                                  In the event that the
Borrower is required by applicable law, decree or regulation to deduct or
withhold Covered Taxes from any amounts payable on, under or in respect of this
Agreement, the Loans, the CAF Notes or the other Financing Documents (including
amounts payable under clause (b) of this Section 5.05), the
Borrower shall pay such additional amount as may be required, after the
deduction or withholding of Covered Taxes (and any deduction or withholding
applicable to additional amounts paid pursuant to this Section 5.05(c)),
to enable CAF to receive from the Borrower an amount equal to the full amount
stated to be payable to CAF under this Agreement, the Loans or the other
Financing Documents.


 


10





















 


(d)                                 The Borrower shall
furnish to CAF original or certified copies of tax receipts in respect of any
withholding by it of Covered Taxes required under this Section 5.05 as
promptly as reasonably practicable after the date of each payment hereunder as
to which such withholding is required, and the Borrower shall promptly furnish
to CAF any other information, documents and receipts that CAF may from time to
time reasonably require to establish to its satisfaction that full and timely
payment has been made by the Borrower of all Covered Taxes required to be paid
under this Section 5.05.   


 


5.06           Mitigation.  If, as a result of a Change in Law, an event
or circumstance occurs that would entitle CAF to exercise any of the rights or
benefits afforded by this Section 5, CAF, if it determines to exercise
such rights or benefits, promptly upon becoming aware of the same, shall take
such steps as may be reasonably available to eliminate or mitigate the effects
of such event or circumstance; provided, however, that CAF shall
not be under any obligation to take any step that would (a) result in its
incurring additional costs or taxes or (b) otherwise be disadvantageous to
CAF.


 


ARTICLE 6



CONDITIONS PRECEDENT


 


6.01           Initial
Loans.  CAF’s obligation to make the
initial Loan hereunder shall be subject to the satisfaction (or waiver by CAF)
of each of the common conditions precedent set forth in Sections 11.01,
11.02 and 11.03 of the Common Security Agreement, and CAF shall have received
copies of the notices to such effect required to be given by each Senior Lender
Group pursuant to Section 11.04(e) of the Common Security Agreement.


 


6.02           Each
Loan.  CAF’s obligation to make any
Loan hereunder, including its initial Loan, is subject to the satisfaction (or
waiver by CAF) of each of the following conditions:


 


(a)                                  the common conditions
precedent set forth in Section 11.03 of the Common Security Agreement
shall have been satisfied (or waived as provided therein); and


 


(b)                                 a promissory note
evidencing the obligation of the Borrower to pay the principal of the Loans
subject to the Disbursement shall have been duly completed, executed and
delivered to CAF as contemplated by Section 2.06 at least one Business Day
prior to the date of such Disbursement.


 


Each Notice of
Disbursement shall constitute a certification by the Borrower to the effect
that the conditions set forth in subclauses (a) and (b) of this Section 6.02
have been fulfilled (both as of the date of such notice and, unless the
Borrower otherwise notifies CAF prior to each Disbursement Date, as of such
Disbursement Date).   


 


11





















 


ARTICLE 7



REPRESENTATIONS AND WARRANTIES


 


In addition to the representations and warranties contained in Article VII
of the Common Security Agreement, the Borrower represents and warrants to CAF
that the Borrower has duly authorized, executed and delivered this Agreement,
and this Agreement constitutes the legal, valid and binding obligation of the
Borrower, enforceable in accordance with its terms.


 


ARTICLE 8



COVENANTS OF THE BORROWER


 


The Borrower covenants and agrees with CAF that, so long as any portion
of the CAF Loan Commitment or any Loan is outstanding, and until payment in
full of all amounts payable by the Borrower hereunder:


 


8.01           Common Security Agreement Covenants.  


 


(a)                                  Common Security
Agreements Covenants.  The Borrower
shall observe and perform each of the covenants set forth in Article VIII
of the Common Security Agreement, which covenants and agreements are incorporated
by reference in this Agreement as if fully set forth herein, in accordance with
their terms unless waived in accordance with the Common Security Agreement.


 


(b)                                 Central Bank Filing.  As soon as practicable but in any event no
later than 10 Business Days after the execution and delivery of this Agreement,
the Borrower shall file the requisite information regarding the Loans with the
Bolivian Central Bank and shall provide CAF with evidence of such registration
promptly upon such filing.


 


ARTICLE 9



EVENTS OF DEFAULT


 


9.01           Events of Default.  Each of the following events shall be an “Event
of Default” under the Agreement:


 


(a)                                  The occurrence and
continuance of any Event of Default (as defined in the Common Security
Agreement) set forth in Section 10.01 of the Common Security Agreement.


 


(b)                                 The Borrower fails to
perform or observe any covenant, agreement or obligation to be performed or
observed by it under this Agreement (other than a covenant or agreement also
set forth in the Common Security Agreement), and such failure continues uncured
for a period of 30 days after notice to the Borrower specifying the failure and
requesting its cure.


 


12





















 


9.02           Remedies. 



 


(a)  Common Security Agreement
Remedies.  Upon the occurrence and
continuance of an Event of Default described in Section 9.01(a) hereof,
CAF shall have, subject to the terms of the Common Security Agreement, each of
the rights and remedies provided in Article X of the Common Security
Agreement (in addition to any and all other available remedies at law and in
equity, except as expressly set forth herein and in the Common Security
Agreement).


 


(b)  CAF Event of Default Remedies.  Immediately upon the occurrence and during
the continuance of an Event of Default described in Section 9.01(b) hereof,
CAF may, by notice to the Borrower terminate the CAF Loan Commitment and/or
declare the principal amounts then outstanding of, and accrued interest on, the
Loans and all other amounts payable by the Borrower hereunder to be forthwith
due and payable, whereupon such amounts shall be immediately due and payable
and such notice deemed given, without presentment, demand, notice, protest or
other formalities of any kind, all of which are expressly waived by the Borrower.


 


ARTICLE 10


 


MISCELLANEOUS


 


10.01     Waiver.   Except as expressly provided herein, no
failure on the part of CAF to exercise and no delay in exercising, and no
course of dealing with respect to, any right, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege under this Agreement preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege.  The remedies provided herein
are cumulative and not exclusive of any remedies provided by law.


 


10.02     Notices.


 


(a)  Except as otherwise expressly
provided herein, all notices and other communications provided for hereunder
shall be (i) in writing (including telex or telecopier) and (ii) telexed,
telecopied or sent by overnight courier (if for inland delivery) or
international courier (if for overseas delivery) to a party hereto at its
address and contact number specified in the signature pages hereto, or at
such other address and contact number as is designated by such party in a
written notice to the other party hereto.


 


(b)  All such notices and communications
shall be effective (i) if sent by telex, when sent (with the correct
answerback), (ii) if sent by telecopier, when sent (on receipt of written
or oral confirmation of receipt) and (iii) if sent by courier, (A) one
day after deposit with an overnight courier if for inland delivery and (B) three
days after deposit with an international courier if for overseas delivery.  Notice of any address or facsimile number
change shall be effective only upon receipt.


 


13





















 


10.03     Amendments,
Etc.  Except as otherwise expressly
provided in this Agreement and subject to Section 15.18 of the Common Security
Agreement, any provision of this Agreement may be amended, modified or
supplemented only by an instrument in writing signed by the Borrower and CAF,
and any provision of this Agreement may be waived only by an instrument in
writing signed by CAF, and no such consent by the Borrower shall be required in
the case of such a waiver.  Any
amendment, modification, supplement or waiver hereunder shall be for such
period and shall be subject to such conditions as shall be specified in the
instrument effecting the same and shall be effective only in the specific
instance and for the purpose for which given. 
This Agreement and the Notes and the other documents referred to herein
shall constitute the entire agreement with respect to the subject matter hereof
and thereof.


 


10.04     Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.


 


10.05     Assignments and Participations.


 


(a)                                  The
Borrower may not assign any of its rights or obligations under this Agreement
without the prior written consent of CAF (and any attempted assignment or
transfer by the Borrower without such consent shall be null and void).


 


(b)                                 CAF
may assign the Loan or any portion thereof to any bank, fund or financial
institution that makes or invests in commercial loans in the ordinary course of
its business and that has (or is an affiliate of an entity that has) a combined
capital surplus of at least US$500 million.


 


(c)                                  CAF
may furnish any information concerning the Borrower in the possession of CAF
from time to time to assignees and participants (including prospective
assignees and participants) subject to the confidentiality provisions set forth
in Section 15.07 of the Common Security Agreement.


 


10.06     Survival/Reinstatement.   The obligations of the Borrower under Article 5
shall survive the repayment of the Loans and the termination of the CAF Loan
Commitment.  This Agreement shall
continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Borrower’s obligations hereunder, or any part
thereof, is, pursuant to applicable law, rescinded or reduced in amount, or
must otherwise be restored or returned by CAF. 
In the event that any payment or any part thereof is so rescinded,
reduced, restored or returned, such obligations shall be reinstated and deemed
reduced only by such amount paid and not so rescinded, restored or returned.


 


10.07     Captions.  The table of contents and captions and section headings
appearing herein are included solely for convenience of reference and are not
intended to affect the interpretation of any provision of this Agreement.


 


10.08     Counterparts.  This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.


 


14





















 


10.09     GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


10.10     Jurisdiction, Service of Process and Venue.


 


(a)                                  The
provisions of Sections 15.12 (a), (b), (d) and (e) of the Common
Security Agreement are incorporated herein mutatis  mutandis.


 


(b)                                 The
Borrower hereby confirms its appointment of CT Corporation System (the “Borrower
Process Agent”) as agent for service of process, pursuant to Section 15.12(c) of
the Common Security Agreement.  CAF
hereby irrevocably appoints CT Corporation System, in New York, New York (the “CAF
Process Agent”), with an office on the date hereof at 111 8th Avenue, New
York, New York 10011, as its agent and true and lawful attorney-in-fact in its
name, place and stead to receive, on behalf of CAF and its Property, service of
copies of the summons and complaint and any other process which may be served
in any such suit, action or proceeding brought in the State of New York.  Each of the Borrower and CAF covenants and
agrees that it shall take any and all reasonable action, including the
execution and filing of any and all documents, that may be necessary to
continue the designation of the Borrower Process Agent or CAF Process Agent, as
the case may be, pursuant to this Section in full force and effect and to
cause such process agent to act as such. 
To the extent that the Borrower may, in any suit, action or proceeding
brought in a court of Bolivia or elsewhere arising out of or in connection with
this Agreement or any other Loan Document, be entitled to the benefit of any
provision of law requiring CAF in such suit, action or proceeding to post
security or a bond for the costs of the Borrower, the Borrower hereby
irrevocably waives such benefit, in each case to the fullest extent now or
hereafter permitted under the laws of Bolivia or, as the case may be, such
other jurisdiction.


 


10.11     WAIVER
OF JURY TRIAL.  EACH OF THE BORROWER
AND CAF HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY WHETHER BASED ON CONTRACT, TORT OR OTHER THEORY.


 


10.12     No
Immunity.  To the extent that the
Borrower has or hereafter may acquire any immunity from jurisdiction of any
court or from any process (whether through service of notice, attachment prior
to judgment, attachment in aid of execution, execution, sovereign immunity or
otherwise) with respect to itself or its property, it irrevocably waives such
immunity, to the fullest extent permitted by law, in respect of its obligations
under this Agreement.


 


10.13     Judgment
Currency.  This is an international
loan transaction in which the specification of U.S. Dollars and payment in New
York, New York, United States of America is of the essence, and U.S. Dollars
shall be the currency of account in all events. 
The


 


15





















 


provisions of Section 15.13
of the Common Security Agreement are incorporated herein mutatis  mutandis.


 


10.14     Expenses;
Indemnity.  The provisions of Section 15.14
of the Common Security Agreement are incorporated herein mutatis  mutandis.


 


10.15     Use
of English Language.  This Agreement
has been negotiated and executed in the English language.  All certificates, reports, notices and other
documents and communications given or delivered pursuant to this Agreement
(including, without limitation, any modifications or supplements hereto) shall
be in the English language, or, if requested by CAF, accompanied by a certified
English translation thereof.


 


10.16     No
Fiduciary Relationship.  The Borrower
acknowledges that CAF has no fiduciary relationship with, or fiduciary duty to,
the Borrower arising out of or in connection with this Agreement or the other
Financing Documents, and the relationship between CAF, on the one hand, and the
Borrower, on the other, in connection herewith or therewith is solely that of
creditor and debtor.  None of this
Agreement, the Notes or any other Financing Document creates a joint venture among
the parties.


 


10.17     Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


16





















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.


 


	
   

  	
  MINERA SAN CRISTÓBAL S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Jeffrey
  G. Clevenger

  
	
   

  	
   

  	
  Name Jeffrey
  G. Clevenger

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  
	
   

  	
  Minera San
  Cristóbal

  
	
   

  	
  Calle Campos No. 265

  
	
   

  	
  P.O. Box
  13790

  
	
   

  	
  La Paz, Bolivia

  
	
   

  	
  Tel: 
   +591 2 433800

  
	
   

  	
  Fax:  +591 2 433737

  
	
   

  	
  Attn:  President

  



 


 


	
  STATE OF NEW
  YORK

  	
  )

  
	
   

  	
  ) ss.:

  
	
  COUNTY OF

  	
  )

  



 


 


   
            On the 1st day of December in
the year 2005, before me personally came                                         ,
to me known, who, being by me duly sworn, did depose and say that she/he
resides at                                                                                       ,
that she/he is a                                   
of Minera San Cristóbal S.A., the corporation described in and which executed
the above instrument; and that she/he signed her/his name thereto by order of
the board of directors of said institution.


 


 


	
   

  	
   

  
	
  Notary Public

  



 


 


My commission
expires:


 


1





















 


	
   

  	
  CORPORACIÓN ANDINA DE FOMENTO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Jose A. Carrera

  	
   

  
	
   

  	
   

  	
  Name Jose A.
  Carrera

  
	
   

  	
   

  	
  Title:
  Representante

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  
	
   

  	
  Corporación Andina de Fomento

  
	
   

  	
  Av. Luis Roche

  
	
   

  	
  Torre CAF

  
	
   

  	
  Altamira, Caracas

  
	
   

  	
  Venezuela, ZP 1060

  
	
   

  	
  Tel:

  	
  +58 212 209 2297

  
	
   

  	
  Tel:

  	
  +58 212 209 2059

  
	
   

  	
  Fax:

  	
  +58 212 209 2325

  
	
   

  	
  Attn:

  	
  Carmen Elena Carbonell/Cristina Alvarado

  
					



 


 


	
  STATE OF NEW
  YORK

  	
  )

  
	
   

  	
  ) ss.:

  
	
  COUNTY OF

  	
  )

  



 


 


   
            On the 1st day of December in
the year 2005, before me personally came                                         ,
to me known, who, being by me duly sworn, did depose and say that she/he
resides at                                                                                       ,
that she/he is a                                   
of Corporación Andina de Fomento, the corporation described in and which
executed the above instrument; and that she/he signed her/his name thereto by
order of the board of directors of said institution.


 


 


	
   

  	
   

  
	
  Notary
  Public

  



 


 


My commission
expires:


 


2





















 


EXHIBIT A


 


[FORM OF NOTE]


 


NOTE


 


	
  $[                                ]

  	
   

  	
  [                                ],
  2005

  



 


New York, New York


 


FOR VALUE RECEIVED, MINERA SAN CRISTÓBAL, S.A., a sociedad anónima organized under the laws
of Bolivia (the “Borrower”), hereby unconditionally promises to pay to
the order of Corporación Andina de Fomento (“CAF”) the principal sum of
$50,000,000 (or such lesser amount as shall equal the aggregate unpaid
principal amount of the Loans made by CAF to the Borrower under the CAF Loan
Agreement referred to below), in lawful money of the United States of America
and in immediately available funds, on the dates and in the principal amounts
provided in the CAF Loan Agreement, and to pay interest on the unpaid principal
amount of each such Loan, at such office, in like money and funds, for the
period commencing on the date of such Loan until such Loan shall be paid in
full, at the rates per annum and on the dates provided in the CAF Loan
Agreement.


 


The date, amount, interest rate and duration of Interest Period (if
applicable) of each Loan made by CAF to the Borrower, and each payment made on
account of the principal of such Loan, shall be recorded by CAF on its books
and, prior to any transfer of this Note, endorsed by CAF on the schedule attached
to this Note or any continuation of such schedule; provided that the
failure of CAF to make any such recordation or endorsement shall not affect the
obligations of the Borrower to make a payment when due of any amount owing
under the CAF Loan Agreement or under this Note in respect of the Loans made by
CAF.


 


This Note evidences Loans made by CAF under the CAF Loan Agreement
dated as of December 1, 2005 (as modified and supplemented and in effect
from time to time, the “CAF Loan Agreement”) between the Borrower and
CAF.  Terms used but not defined in this
Note have the respective meanings assigned to them in the CAF Loan Agreement.


 


The CAF Loan Agreement provides for the acceleration of the maturity of
this Note upon the occurrence of certain events and for prepayments of Loans
upon the terms and conditions supplied therein.


 


Except as permitted by Section 10.05 of the CAF Loan Agreement,
this Note may not be assigned by CAF to any other Person.


 


All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest, and all other notices of any kind.


 


1





















 


THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK.


 


 


	
   

  	
  MINERA SAN CRISTÓBAL, S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  



 


2





















 


SCHEDULE TO NOTE


 


This Note
evidences Loans made under the CAF Loan Agreement to the Borrower, on the
dates, in the principal amounts, bearing interest at the rates and having
Interest Periods (if applicable) of the durations set forth below, subject to
the payments, and prepayments of principal set forth below:


 




	
  Date

  Made

  	
   

  	
  Amount of

  Loan

  	
   

  	
  Interest

  Period

  	
   

  	
  Paid or

  Prepaid

  	
   

  	
  Balance

  Outstanding

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


3





















 


EXHIBIT B


 


AMORTIZATION SCHEDULE


 




	
  Principal

  Repayment

  Date

  (Quarterly Date falling

  in the specified

  months)

  	
   

  	
  % of Original Principal 

  Amount

  to be Repaid

  	
   

  
	
  December 2008

  	
   

  	
  11.00

  	
  %

  
	
  June 2009

  	
   

  	
  11.90

  	
  %

  
	
  December 2009

  	
   

  	
  13.00

  	
  %

  
	
  June 2010

  	
   

  	
  13.60

  	
  %

  
	
  December 2010

  	
   

  	
  13.50

  	
  %

  
	
  June 2011

  	
   

  	
  12.90

  	
  %

  
	
  December 2011

  	
   

  	
  12.90

  	
  %

  
	
  June 2012

  	
   

  	
  7.60

  	
  %

  
	
  December 2012

  	
   

  	
  3.60

  	
  %

  






 


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EXHIBIT C


 


PREPAYMENT PREMIUM


 




	
  Year in which

  Prepayment

  is made

  	
   

  	
  Premium

  (% of principal

  amount prepaid)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2007-2008

  	
   

  	
  2.5

  	
  %

  
	
  2009

  	
   

  	
  2.0

  	
  %

  
	
  2010

  	
   

  	
  1.5

  	
  %

  
	
  2011

  	
   

  	
  1.0

  	
  %

  
	
  2012

  	
   

  	
  0.5

  	
  %

  






 


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