Exhibit 10.1


 


EXECUTION VERSION


 


 




 


 





LOAN AGREEMENT


 


among


 


MINERA SAN CRISTÓBAL S.A.,

as Borrower


 


EACH OF THE LENDERS NAMED HEREIN,


 


and


 


BNP PARIBAS,

as Administrative Agent


 


 


Dated as of December 1, 2005


 


 


U.S.$175,000,000


 




 





 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
  Section 1.

  	
   

  	
  Definitions
  and Accounting Matters.

  	
  1

  
	
  1.01

  	
   

  	
  Certain
  Defined Terms

  	
  1

  
	
  1.02

  	
   

  	
  Other
  Definitions; Headings

  	
  5

  
	
  1.03

  	
   

  	
  Interpretation

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.

  	
   

  	
  Loans and
  Prepayments.

  	
  5

  
	
  2.01

  	
   

  	
  Loans

  	
  5

  
	
  2.02

  	
   

  	
  Disbursements

  	
  6

  
	
  2.03

  	
   

  	
  Use of
  Proceeds

  	
  6

  
	
  2.04

  	
   

  	
  Agent Fee

  	
  6

  
	
  2.05

  	
   

  	
  Commitment
  Fee

  	
  6

  
	
  2.06

  	
   

  	
  Political
  Risk Insurance Policies Premia

  	
  7

  
	
  2.07

  	
   

  	
  Lending
  Offices

  	
  7

  
	
  2.08

  	
   

  	
  Several
  Obligations; Remedies Independent

  	
  7

  
	
  2.09

  	
   

  	
  Records

  	
  7

  
	
  2.10

  	
   

  	
  Voluntary
  Prepayments of Loans

  	
  8

  
	
  2.11

  	
   

  	
  Mandatory
  Prepayments

  	
  8

  
	
  2.12

  	
   

  	
  All
  Prepayments

  	
  8

  
	
  2.13

  	
   

  	
  Change in
  Commitments

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.

  	
   

  	
  Payments of
  Principal and Interest.

  	
  8

  
	
  3.01

  	
   

  	
  Repayment of
  Loans

  	
  8

  
	
  3.02

  	
   

  	
  Interest

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.

  	
   

  	
  Payments;
  Pro Rata Treatment; Computations; Etc.

  	
  9

  
	
  4.01

  	
   

  	
  Payments

  	
  9

  
	
  4.02

  	
   

  	
  Pro Rata
  Treatment

  	
  10

  
	
  4.03

  	
   

  	
  Computations

  	
  10

  
	
  4.04

  	
   

  	
  Notices of
  Disbursement

  	
  10

  
	
  4.05

  	
   

  	
  Non-Receipt
  of Funds by the Administrative Agent

  	
  11

  
	
  4.06

  	
   

  	
  Right to
  Setoff

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.

  	
   

  	
  Yield
  Protection, Etc.

  	
  11

  
	
  5.01

  	
   

  	
  Additional
  Costs

  	
  11

  
	
  5.02

  	
   

  	
  Alternate
  Interest Rate

  	
  13

  
	
  5.03

  	
   

  	
  Illegality

  	
  14

  
	
  5.04

  	
   

  	
  Compensation

  	
  14

  
	
  5.05

  	
   

  	
  Covered
  Taxes

  	
  15

  
	
  5.06

  	
   

  	
  Mitigation

  	
  16

  
	
  5.07

  	
   

  	
  Applicable
  Lending Offices

  	
  17

  
	
  5.08

  	
   

  	
  Replacement
  Lender

  	
  17

  



 


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  Section 6.

  	
   

  	
  Conditions
  Precedent.

  	
  17

  
	
  6.01

  	
   

  	
  Initial
  Loans

  	
  17

  
	
  6.02

  	
   

  	
  Each Loan

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 7.

  	
   

  	
  Representations
  and Warranties

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.

  	
   

  	
  Covenants.

  	
  19

  
	
  8.01

  	
   

  	
  Common
  Security Agreements Covenants

  	
  19

  
	
  8.02

  	
   

  	
  PRI Policy

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.

  	
   

  	
  Events of
  Default; Remedies.

  	
  20

  
	
  9.01

  	
   

  	
  Events of
  Default

  	
  20

  
	
  9.02

  	
   

  	
  Remedies

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.

  	
   

  	
  Miscellaneous.

  	
  21

  
	
  10.01

  	
   

  	
  Waiver

  	
  21

  
	
  10.02

  	
   

  	
  Notices

  	
  21

  
	
  10.03

  	
   

  	
  Amendments,
  Etc.

  	
  21

  
	
  10.04

  	
   

  	
  Successors
  and Assigns

  	
  22

  
	
  10.05

  	
   

  	
  Assignments
  and Participations

  	
  22

  
	
  10.06

  	
   

  	
  Survival/Reinstatement

  	
  24

  
	
  10.07

  	
   

  	
  No Immunity

  	
  24

  
	
  10.08

  	
   

  	
  Counterparts

  	
  24

  
	
  10.09

  	
   

  	
  GOVERNING LAW AND SUBMISSION TO JURISDICTION

  	
  24

  
	
  10.10

  	
   

  	
  WAIVER OF
  JURY TRIAL

  	
  24

  
	
  10.11

  	
   

  	
  Judgment
  Currency

  	
  24

  
	
  10.12

  	
   

  	
  Severability

  	
  25

  



 


 


	
  EXHIBIT A

  	
   

  	
  -

  	
   

  	
  Form of
  Note

  
	
  EXHIBIT B

  	
   

  	
  –

  	
   

  	
  Amortization
  Schedule

  
	
  EXHIBIT C

  	
   

  	
  –

  	
   

  	
  Form of
  Assignment and Assumption Agreement

  



 


ii





















 


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”); each of the Lenders that is a signatory
hereto as a “Lender”, or each lender that may from time to time become a
Lender, pursuant to Section 10.05(b), (each, a “Lender” and,
collectively, the “Lenders”); and BNP PARIBAS, as agent for the Lenders
(in such capacity, the “Administrative Agent”).


 


WHEREAS, for
purposes of financing in part the development of the Project, the Borrower
desires that the Lenders make certain loans to it, and the Lenders wish 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:


 


Section 1.                                            Definitions
and Accounting Matters.


 


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:


 


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


 


“Advance Date” has the meaning assigned thereto in Section 4.05.


 


“Agreement” means this Loan Agreement.


 


“Applicable Lending Office” means, for each Lender, the “Lending
Office” of such Lender (or of an affiliate of such Lender) designated on the
signature pages hereof or such other office of such Lender (or of an
affiliate of such Lender) as such Lender may from time to time designate
pursuant to Section 5.07 as the office by which its Loans are to be made
and maintained; provided, however, that if any Lender at any time
so designates more than one “Lending Office”, the “Applicable Lending Office”
for such Lender with respect to any specific Loan (or portion thereof) held by
such Lender shall be the “Lending Office” designated on the books of such
Lender as the Lending Office for such Loan (or portion thereof).


 


“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.


 





















 


“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.


 


“Business Day” means any day that is a New York Business Day and
a day on which banks are generally open for business in London, England.


 


“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 any Lender
(or, for purposes of Section 5.01(b), by any Applicable Lending Office of
such Lender or by such Lender’s holding company, if any) 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.


 


“Commitment” means any Tranche A Loan Commitment or Tranche B
Loan Commitment.


 


“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 Technical Agent, the
Collateral Agent and the Securities Intermediary, the Hedge Banks party thereto
and the Lenders party thereto.


 


“Cover Schedule” means as of any date the most recent cover
schedule, in the form of annex B to the Loan PRI Policy (or the cover schedule as
described in any Replacement Loan PRI Policy), executed by the Administrative
Agent and the Loan PRI Insurer.


 


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


 


“Current Amount Insured for Principal” means the amount
identified as the current amount insured for principal in the Cover Schedule.


 


“Default Interest Period” means each successive period (not in
excess of one month) as the Administrative Agent shall choose (with the consent
of the Majority Bank Lenders), 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 consent of the Majority Bank Lenders, each Default
Interest Period shall have a duration of one week.


 


“Default Margin” means a rate per annum equal to 2.00%.


 


“Eurocurrency Liabilities” has the meaning ascribed thereto in
Regulation D.


 


“Excluded Taxes” means (a) in the case of each Lender and
the Administrative Agent, (i) Taxes imposed on its 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 such
Lender or the Administrative Agent, as the case may be, is organized or any
political subdivision thereof and (ii) Taxes imposed because of a
connection between Bolivia and such 


 


2





















 


Lender or the Administrative Agent, as the
case may be, other than the execution and delivery of, lending money or
extending credit pursuant to, receiving payments under, or enforcing this
Agreement, the Common Security Agreement, the Loans, the Notes, the Security
Documents, the other Financing Documents or any related document, and (b) in
the case of each Lender, Taxes imposed on its overall net income, and franchise
taxes imposed in lieu of net income taxes (within the meaning of Section 903
of the United States Internal Revenue Code of 1986, as amended, if such lender
is a U.S. person, or any similar provision of foreign law, if such Lender is
not a U.S. Person), by the jurisdiction of such Lender’s Applicable Lending
Office or any political subdivision thereof.


 


“Interest Election Request” means a request by the Borrower
designating the duration of an Interest Period in accordance with Section 3.02.


 


“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 Quarterly 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 (i) the next following Quarterly Date or (ii) the
second following Quarterly Date, in each case, as specified in the applicable
Notice of Disbursement or Interest Election Request; provided, that (A) there
shall be no more than three outstanding Interest Periods at any given time, (B) no
Interest Period will overrun a Principal Repayment Date and (C) any
Interest Period that would otherwise end after the Final Maturity Date will end
on the Final Maturity Date.


 


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


 


“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
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates 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 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.


 


3





















 


“LIBOR Reserve Period” has the meaning assigned to such term in Section 5.01(e).


 


“Loan PRI Policy Application” “ means the documents listed in
item 30 of the declarations of the Loan PRI Policy.


 


“Loan” means any Tranche A Loan or any Tranche B Loan.


 


“Majority Bank Lenders” means Lenders holding more than 50% of
the sum of (a) the aggregate amount of uncancelled and undrawn Commitments
and (b) the aggregate principal amount of outstanding Loans.


 


“Margin” means (a) in the case of Tranche A Loans and any
Borrowing of Tranche A Loans, the Tranche A Margin and (b) in the case of
Tranche B Loans and any Borrowing of Tranche B Loans, the Tranche B Margin.


 


“Negotiation Period” has the meaning assigned thereto in Section 5.02.


 


“New York Business Day” means any day on which commercial banks
are not authorized or required to close in New York, New York, United States of
America.


 


“Participant” has the meaning assigned thereto in Section 10.05(c).


 


“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.


 


 “Regulation D” means
Regulation D of the Board of Governors of the Federal Reserve System of the
United States (or any successor), as the same may be modified and supplemented
and in effect from time to time.


 


 “Replacement Loan PRI Policy”
has the meaning assigned to that term in Section 9.01(c).


 


“Required Payment” has the meaning assigned thereto in Section 4.05.


 


“Subject Creditor” has the meaning ascribed thereto in Section 5.08.


 


“Substitute Basis” has the meaning ascribed thereto in Section 5.02.


 


“Substitute Lender” has the meaning ascribed thereto in Section 5.08.


 


“Tranche A Lender” means a Lender that holds a Tranche A Loan
Commitment or Tranche A Loan.


 


“Tranche A Loans” has the meaning ascribed thereto in Section 2.01(a).


 


“Tranche A Loan Commitment” means for each Tranche A Lender, the
aggregate principal amount of Tranche A Loans which such Tranche A Lender is
committed to disburse to 


 


4





















 


the Borrower, as such commitment may be
reduced from time to time pursuant to Section 2.08 of the Common Security
Agreement.  The Tranche A Loan
Commitments of the Tranche A Lenders as of the date hereof are set forth in
Appendix B-1 to the Common Security Agreement.


 


“Tranche A Margin” means (a) for the period from and
including the date hereof to and including the Completion Date, 3.25% per
annum; (b) for the period from and excluding the Completion Date to but
excluding the date two years after the Completion Date, 2.50% per annum; and (c) from
and including the date two years after the Completion Date and at all
times thereafter, 3.00% per annum.


 


“Tranche B Lender” means a Lender that holds a Tranche B Loan
Commitment or Tranche B Loan.


 


“Tranche B Loans” has the meaning ascribed thereto in Section 2.01(b).


 


“Tranche B Loan Commitment” means for each Tranche B Lender, the
aggregate principal amount of Tranche B Loans which such Tranche B Lender is
committed to disburse to the Borrower, as such commitment may be reduced from
time to time pursuant to Section 2.08 of the Common Security
Agreement.  The Tranche B Loan
Commitments of the Tranche B Lenders as of the date hereof are set forth in
Appendix B-1 to the Common Security Agreement.


 


“Tranche B Margin” means 3.50% per annum.


 


“Taxes” has the meaning ascribed thereto in Section 5.05(a).


 


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.


 


Section 2.                                            Loans
and Prepayments.


 


2.01                           Loans.


 


(a)                                  Tranche
A Loans.  Subject to the terms and
conditions of this Agreement and the Common Security Agreement, and for the
purposes described herein, each Tranche A Lender severally agrees to make loans
(“Tranche A 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 amount of the Tranche A Loan Commitment of such Lender.  If the full amount of any Tranche A 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. Subject to the terms and conditions of the Loan
PRI Policy, the Tranche A Loans shall be covered by the Loan PRI Policy at all
times.


 


(b)                                 Tranche
B Loans.   Subject to the terms and
conditions of this Agreement and the Common Security Agreement, and for the
purposes described herein, each Tranche B 


 


5





















 


Lender severally agrees to make loans (“Tranche
B 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 amount of the Tranche B Loan Commitment of such Lender.  If the full amount of any Tranche B 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.


 


2.02                           Disbursements.  The Borrower shall give the Administrative
Agent (who shall promptly notify the Lenders) a Notice of Disbursement for each
disbursement of Loans hereunder as provided in Section 11.04 of the Common
Security Agreement.  Except as to a
disbursement of Loans which utilizes the unborrowed Commitments 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; provided, however, that in no event
shall the aggregate amount of Tranche A Loans to be disbursed in accordance
with any Notice of Disbursement, when added to the amount of Tranche A Loans
outstanding, exceed the Current Amount Insured for Principal.


 


Not later than 11:00 a.m. New York time on the date specified in
each Notice of Disbursement hereunder, each Lender 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.


 


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                           Agent
Fee.  The Borrower shall pay to the
Administrative Agent, for its own account, the Administrative Agent’s fee in
the amount set forth in the Administrative Agent fee letter dated December 1,
2005 between the Administrative Agent, the Borrower and the Sponsor, payable on
the dates set forth in such fee letter.


 


2.05                           Commitment
Fee.


 


(a)                                  The
Borrower shall pay to the Administrative Agent for the account of each Tranche
A Lender a commitment fee on the daily average unused amount of such Tranche A
Lender’s Tranche A Loan Commitment, for the period from and including the date
hereof to but excluding the Commitment Termination Date, at a rate per annum
equal to 1.00%.  Accrued commitment fees
shall be payable in arrears on each Quarterly Date and on the Commitment
Termination Date.


 


(b)                                 The
Borrower shall pay to the Administrative Agent for the account of each Tranche
B Lender a commitment fee on the daily average unused amount of such Tranche B
Lender’s Tranche B Loan Commitment, for the period from and including the date
hereof to but excluding the Commitment Termination Date, at a rate per annum
equal to 1.00%.  Accrued commitment fees
shall be payable in arrears on each Quarterly Date and on the Commitment
Termination Date.


 


6





















 


2.06                           Political
Risk Insurance Policies Premia. 
Unless otherwise agreed in writing by the Administrative Agent (at the
direction of all Tranche A Lenders) and the Borrower, the Borrower shall pay
(or cause to be paid) to the Loan PRI Insurer, all fees, premia and other
amounts payable from time to time in respect of the Loan PRI Policy (excluding
any premia payment deducted or offset by the Loan PRI Insurer during the
process of calculating a claim payment payable to one or more Tranche A
Lenders) by no later than 11:00 a.m. New York time on the date due
therefor.


 


2.07                           Lending
Offices.  The Loans made by each
Lender shall be made and maintained at such Lender’s Applicable Lending Office.


 


2.08                           Several
Obligations; Remedies Independent.


 


(a)                                  The
failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the
Commitments of the Lenders are several and neither any Lender nor the
Administrative Agent shall be responsible for any other Lender’s failure to
make Loans as required.


 


(b)                                 The
amounts payable by the Borrower at any time hereunder and under any Notes to
each Lender shall be separate and independent obligations of the Borrower and
each Lender shall be entitled, in accordance with the Common Security
Agreement, to protect and enforce its rights arising out of this Agreement and
any Notes held by it, and, except as otherwise provided in the Common Security
Agreement, it shall not be necessary for any other Lender or the Administrative
Agent to consent to, or be joined as an additional party in, any proceedings
for such purposes.


 


2.09                           Records.


 


(a)                                  Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time hereunder.


 


(b)                                 The
Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder and the Interest Period applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder and (iii) the amount of
any sum received by the Administrative Agent hereunder for the account of the
Lenders and each Lender’s share thereof.


 


(c)                                  The
entries made in the accounts maintained pursuant to paragraph (a) or (b) of
this Section shall be conclusive evidence (absent manifest error) of the
existence and amounts of the obligations recorded therein; provided that
the failure of any Lender or the Administrative Agent to maintain such accounts
or any error therein shall not in any manner affect the obligation of the
Borrower to repay the Loans in accordance with the terms of this Agreement.


 


(d)                                 Any
Lender may request that Loans made by it be evidenced by a Note.  In such event, the Borrower shall prepare,
execute and deliver to such Lender a Note payable to 


 


7





















 


the order of such Lender (or, if requested by
such Lender, to such Lender and its registered assigns) and substantially in
the form of Exhibit A hereto. 
Thereafter, the Loans evidenced by such Note and interest thereon shall
at all times (including after assignment pursuant to Section 10.05) be
represented by one or more Notes in such form payable to the order of the payee
named therein (or, if such Note is a registered note, to such payee and its
registered assigns).


 


(e)                                  The
Borrower hereby irrevocably agrees that evidence of wire instructions
demonstrating that a wire transfer of Loans was initiated by or on behalf of
any Lender and credited to the Loan Proceeds Account pursuant to any 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.


 


2.10                           Voluntary
Prepayments of Loans.  The Borrower
shall have the right to prepay Loans, either in whole or in part, in accordance
with the Common Security Agreement, at any time or from time to time.


 


2.11                           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.


 


2.12                           All
Prepayments.  Amounts prepaid may not
be reborrowed by the Borrower.  Any
prepayment made by the Borrower pursuant to Sections 2.10 or 2.11 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.


 


2.13                           Change
in Commitments.  Subject to Section 2.08
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
Commitments.  Any portion of the
Commitments once terminated or reduced may not be reinstated.


 


Section 3.                                            Payments
of Principal and Interest.


 


3.01                           Repayment
of Loans.  The Borrower hereby
unconditionally promises to pay to the Administrative Agent, for the account of
the Lenders, 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.  To the extent not previously paid, all Loans
shall be due and payable on the Final Maturity Date.


 


3.02                           Interest.


 


(a)  Each Interest Period for a Borrowing shall (i) comply
with the definition of the term “Interest Period” and (ii) be selected by
the Borrower in the Notice of Disbursement applicable to such Borrowing or by
notice (such notice, an “Interest Election Request”) to the 


 


8





















 


Administrative Agent not later than 11:00 a.m.
New York City time on the third Business Day before the beginning of the
applicable Interest Period, provided that in the absence of such
selection by the Borrower in an Interest Election Request, an Interest Period
will have a duration of three months and provided  further, that
each such election shall be for the same duration as elections made with respect
to the same period under each other Senior Loan Agreement with respect to which
the Borrower has the ability to elect the duration of Interest Periods.


 


(b)  The Borrower hereby promises to pay to the Administrative
Agent, for the account of the Lenders, 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 for such Loan for such period 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(d) below), the
Default Margin.


 


(c)  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, the Administrative
Agent shall give notice thereof to each of the Lenders and the Borrower.


 


(d)  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
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(b) (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.


 


Section 4.                                            Payments;
Pro Rata Treatment; Computations; Etc.


 


4.01                           Payments.


 


(a)  Except to the extent otherwise provided herein, all payments
of principal, interest and other amounts to be made by the Borrower under this
Agreement (including fees and indemnities) shall be made in U.S. Dollars, in
immediately available funds, without deduction, set-off or counterclaim, to the
Administrative Agent at its account with BNP Paribas, ABA number 026-007-689,
account number 103-130-00103 (SWIFT code BNPAUS3N), not later than 11:00 a.m.
New York 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).


 


9





















 


(b)  Each payment received by the Administrative Agent under this
Agreement for the account of any Lender shall be paid by the Administrative
Agent promptly to such Lender, in immediately available funds, for the account
of such Lender’s Applicable Lending Office for the Loan or other obligation in
respect of which such payment is made.


 


(c)  If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension.


 


4.02                           Pro
Rata Treatment.  Except to the extent
otherwise provided herein or in the Common Security Agreement:


 


(a) the Loans shall be disbursed by the Lenders pro  rata
in accordance with the principal amount of each respective Lender’s Commitment;
all disbursements of Loans hereunder shall be made pro  rata as
between Tranche A Loans and Tranche B Loans based on the aggregate unutilized
Commitments therefor;


 


(b) each payment of commitment fees under Section 2.05 in
respect of the Commitments shall be made for the account of the Lenders pro
rata in accordance with the principal amount of each respective Lender’s
Commitment;


 


(c) each payment or prepayment of principal of Loans by the
Borrower shall be made for the account of the Lenders pro  rata in
accordance with the respective unpaid principal amounts of the Loans held by
them; and


 


(d) each payment of interest on Loans by the Borrower shall be
made for the account of the Lenders pro  rata in accordance with
the amounts of interest on the Loans then due and payable to the respective
Lenders.


 


4.03                           Computations.  Interest on Loans and commitment fee 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.


 


4.04                           Notices
of Disbursement.  Notices of
Disbursement delivered by the Borrower to the Administrative Agent shall be
irrevocable, shall comply with the requirements of Section 11.04 of the
Common Security Agreement, and shall be effective only if received by the
Administrative Agent not later than 11:00 a.m. New York time at least five
Business Days prior to the date designated for such disbursement.


 


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


 


The Administrative Agent shall notify the Lenders of the contents of
each Notice of Disbursement promptly (and in any event by the Business Day
after the Administrative Agent’s receipt thereof).


 


10





















 


4.05                           Non-Receipt
of Funds by the Administrative Agent. 
Unless the Administrative Agent shall have been notified by the Borrower
prior to the date on which the Borrower is to make payment to the
Administrative Agent for the account of one or more of the Lenders hereunder
(such payment being herein called the “Required Payment”), which notice
shall be effective upon receipt, that the Borrower does not intend to make the
Required Payment to the Administrative Agent, the Administrative Agent may
assume that the Required Payment has been made and may, in reliance upon such
assumption (but shall not be required to), make the amount thereof available to
the intended recipient(s) on such date; and, if the Borrower has not in fact
made the Required Payment to the Administrative Agent, the recipient(s) of such
payment shall, on demand, repay to the Administrative Agent the amount so made
available together with interest thereon in respect of each day during the
period commencing on the date (the “Advance Date”) such amount was so
made available by the Administrative Agent until the date the Administrative
Agent recovers such amount at a rate per annum equal to that indicated by the
Administrative Agent in a notice to such recipient(s) as the Administrative
Agent’s cost of funds for such period (determined by the Administrative Agent
in its sole discretion, which determination shall be conclusive) and, if such recipient(s) shall fail
promptly to make such payment, the Administrative Agent shall be entitled to
recover such amount, on demand, from the Borrower, together with interest as
aforesaid; provided, however, that if neither the recipient(s)
nor the Borrower shall return the Required Payment to the Administrative Agent
within three Business Days of the Advance Date, then, retroactively to the
Advance Date, the Borrower and the recipient(s) shall each be obligated
retroactively to the Advance Date to pay interest in respect of the Required
Payment at the rate of interest provided for pursuant to Section 3.02
(and, in case the recipient(s) shall return the Required Payment to the
Administrative Agent, without limiting the obligation of the Borrower under Section 3.02
to pay interest to such recipient(s) in respect of the Required Payment).  In the event that the Borrower and the
recipient(s) both return the Required Payment to the Administrative Agent
together with interest thereon as required hereby, the Administrative Agent
shall promptly pay to the recipient(s) such Required Payment together with such
interest paid by the recipient(s).


 


4.06                           Right
to Setoff.  The provisions of Section 15.16
of the Common Security Agreement are incorporated herein mutatis  mutandis.


 


Section 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,
including any application of the Regulation D requirement, against assets of,
deposits with or for the account of, or credit extended by, any Lender; or


 


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


 


and the result
of any of the foregoing shall be to increase the cost to such Lender of making
or maintaining any Loans (or of maintaining its obligation to make any such
Loan) or to reduce the 


 


11





















 


amount of any
sum received or receivable by such Lender hereunder (whether of principal,
interest or otherwise), then the Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender, as the case may
be, 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 any Lender
determines that any Change in Law regarding capital requirements has or would
have the effect of reducing the rate of return on such Lender’s capital or on
the capital of such Lender’s holding company, if any, as a consequence of this
Agreement or the Loans made by such Lender to a level below that which such
Lender or such Lender’s holding company could have achieved but for such Change
in Law (taking into consideration such Lender’s policies and the policies of
such Lender’s holding company with respect to capital adequacy), then from time
to time the Borrower will pay to such Lender such additional amount or amounts
as will compensate such Lender or such Lender’s holding company for any such
reduction suffered.


 


(c)                                  Certificates
from Lenders.  A certificate of a
Lender setting forth in reasonable detail the computation of the amount or
amounts necessary to compensate such Lender or its holding company, as the case
may be, 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 such
Lender 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 any Lender to demand compensation pursuant to this Section shall
not constitute a waiver of such Lender’s right to demand such compensation; provided
that the Borrower shall not be required to compensate a Lender pursuant to this
Section for any increased costs or reductions incurred more than
270 days prior to the date that such Lender notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such
Lender’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.


 


(e)                                  Reserve
Requirement.  In the event that any
Lender shall determine (which determination shall, absent manifest error, be
final and conclusive and binding on all the parties hereto) at any time that it
is required to maintain reserves in respect of Eurocurrency Liabilities during
any period during which the principal amount of any Loan is outstanding (each
such period, for such Lender, a “LIBOR Reserve Period”), but only in respect of
any period during which any reserve shall actually be maintained by such Lender
for the Loans as a result of a reserve requirement applicable to it under
Regulation D in connection with Eurocurrency Liabilities, then such Lender
shall promptly give notice to the Borrower and the Administrative Agent of such
determination, and the Borrower shall pay to such Lender additional interest on
the unpaid principal amount of such Loan during such LIBOR Reserve Period at a
rate per annum which shall, during each monthly period applicable to such Loan,
be the amount by which (i) the LIBO Rate for such monthly period divided
(and rounded upward, if necessary, to the next whole multiple of 1/100 of 1%)
by a percentage equal to 100% minus the then-stated maximum rate of all reserve
requirements (including, without limitation, any marginal, 


 


12





















 


emergency, supplemental, special or other
reserves) applicable to such Lender in respect of Eurocurrency Liabilities
exceeds (ii) the LIBO Rate for such monthly period.  Additional interest payable pursuant to the
immediately preceding sentence shall be paid by the Borrower at the time that
it is otherwise required to pay interest in respect of such Loan or, if later
demanded by any Lender, promptly on the next Principal Repayment Date of the
Loans after such demand.  Each Lender
agrees that, if it gives notice to the Borrower and the Administrative Agent of
the existence of a LIBOR Reserve Period, it shall promptly notify the Borrower
and the Administrative Agent of any termination thereof, at which time the
Borrower shall cease to be obligated to pay additional interest to such Lender
pursuant to the first sentence of this paragraph until such time, if any, as a
subsequent LIBOR Reserve Period shall occur.


 


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)  the Administrative Agent 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)  the Majority Bank Lenders
reasonably determine and notify the Administrative Agent that (i) the LIBO
Rate, for such Interest Period or Default Interest Period will not adequately
reflect the cost to such Lenders 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 Lenders in the ordinary course of
business in sufficient amounts to make and/or maintain their Loans,


 


then the
Administrative Agent 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”), the
Administrative Agent (on behalf of the Lenders) 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,
the Administrative Agent (with the consent of all of the Lenders) and the
Borrower have agreed upon a Substitute Basis and any required Government
Approvals therefor have been obtained, the Substitute Basis shall take effect
from such date (including such retroactive date) as the Administrative Agent
(on behalf of the Lenders) 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, the Administrative Agent shall
notify the Borrower of the cost to the Lenders (as reasonably determined by
them) 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 the Lenders on Loans and such other



 


13





















 


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
the Administrative Agent plus the applicable Margin plus, during
any Interest Period or any Default Interest Period during the continuance of
any Event of Default under Article X of the Common Security Agreement
(other than any Event of Default under Section 10.01(a) thereof
relating to this Agreement), 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
the Administrative Agent notifies the Borrower that the condition referred to
in clause (a) of this Section 5.02 no longer exists or the
Administrative Agent (at the request of the Majority Bank Lenders) notifies the
Borrower that the condition referred to in clause (b) of this Section 5.02
no longer exists (which notice the Lenders agree 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 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, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to honor its obligation to make Loans hereunder, then
such Lender shall promptly notify the Borrower thereof (with a copy to the
Administrative Agent) and such Lender’s obligation to make Loans to the
Borrower shall be suspended until such time as such Lender may again make
Loans.  Notwithstanding any other
provision of this Agreement, in the event that it becomes unlawful for any
Lender or its Applicable Lending Office to maintain Loans, then, at the
election of such Lender (by notice to the Administrative Agent, who shall
promptly notify the Borrower), the Borrower will prepay, without any penalty or
premium whatsoever, such Lender’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 such Lender hereunder (including amounts payable under
Section 5.04) to the Administrative Agent for account of such Lender, on
the last day of the then current Interest Period or Default Interest Period for
such Loans (or on such earlier date as shall be certified by the Lender 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 ten
days following its receipt of such notice by the Administrative Agent.  Each Lender will designate a different
Applicable Lending Office for the portion of its Commitment or Loans affected
by such illegality if such designation will avoid the need for such a
suspension or required prepayment or reduce the amount of the portion of the
Commitment subject to suspension or the portion of the Loans subject to
prepayment, as the case may be; provided, however, that no Lender
shall be obligated to so designate a different Applicable Lending Office (i) located
in the United States of America or (ii) if such Lender determines that
such designation would be disadvantageous to such Lender compared to the
designation of its then current Applicable Lending Office.


 


5.04                           Compensation.  Upon request of the Administrative Agent on
behalf of any Lender, the Borrower shall pay to the Administrative Agent for
the account of such Lender 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 such Lender has certified to
the Borrower as being attributable to:


 


14





















 


(a)  any payment or prepayment by the
Borrower of a Loan made by such Lender for any reason (including, without
limitation, the acceleration of the Loans pursuant to Section 10.02 of the
Common Security Agreement and prepayments made pursuant to Section 2.10 or
Section 2.11 of this Agreement, but excluding prepayments pursuant to Section 9.02
of the Common Security 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 such
Lender 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 such Lender wrongfully suspending its obligation
or wrongfully failing to make Loans to the Borrower or wrongfully terminating
its Commitment under this Agreement;


 


provided,
however, that the Borrower shall not be required to compensate any
Lender 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 of interest
(as reasonably determined by such Lender) 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 such Lender setting forth in
reasonable detail any amount or amounts which such Lender 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 such Lender 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
the Administrative Agent or any Lender or, in the case of amounts payable under
Section 2.06, to the Loan PRI Insurer, including, without limitation,
amounts payable by the Borrower under clause (b) of this Section 5.05
and amounts payable by the Borrower under Section 2.06, 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 with respect 


 


15





















 


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 in respect of this Agreement, the Loans,
the 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.


 


(b)  The Borrower will indemnify the
Administrative Agent and each Lender against, and reimburse the Administrative
Agent and each Lender on demand for, any Covered Taxes paid by the
Administrative Agent or any Lender and any loss, liability, claim or expense,
including interest, penalties, judgments, costs or disbursements and reasonable
and documented legal fees, which the Administrative Agent or any Lender 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.  Each Lender and the Administrative Agent (as
to amounts payable to it for its own account) agrees to notify the Borrower of
all such Covered Taxes promptly upon becoming aware of the same.


 


(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 Notes or the other Financing Documents (including amounts payable
under clause (b) of this Section 5.05), the Borrower shall pay the
Administrative Agent and each Lender 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 the Person entitled to such amount to receive from the Borrower an
amount equal to the full amount stated to be payable under this Agreement, the
Loans or the other Financing Documents.


 


(d)  The Borrower shall furnish to the
Administrative Agent 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 the Administrative Agent any other information, documents and receipts that
the Administrative Agent or any Lender 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 a Lender to exercise any of the
rights or benefits afforded by this Section 5, such Lender, 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, to include, without
limitation, designating a different Applicable Lending Office; provided,
however, that such Lender shall not be under any 


 


16





















 


obligation to take any step that would (a) result
in its incurring additional costs or taxes or (b) otherwise be
disadvantageous to such Lender.


 


5.07                           Applicable
Lending Offices.  A Lender may change
its Applicable Lending Office for any Loan to any location that would not at
the time of such change increase the amount payable by the Borrower pursuant to
Section 5.05 by written notice to the Administrative Agent, the Collateral
Agent and the Borrower and such notice shall be effective for purposes of this
Agreement as of the date specified therein.


 


5.08                           Replacement
Lender.  Subject to the last sentence
of this Section 5.08, if any Lender (a “Subject Creditor”) (a) claims
material compensation from the Borrower under (or suspends certain of its
obligations by virtue of) Section 5.01, 5.03, 5.04 or 5.05 hereof (without
prejudice to any amounts then due to such Lender under Section 5.01, 5.03,
5.04 or 5.05 hereof) or (b) fails to make any Loan required to be
made by it on the date specified therefor, the Borrower may designate a willing
bank or other financial institution (a “Substitute Lender”) acceptable
to the Majority Bank Lenders, that may or may not at such time be a Lender, to
assume in accordance with Section 10.05(b) hereof all (but not part
of) the Commitments and the obligations of such Subject Creditor hereunder and
to purchase the outstanding Loans held by such Subject Creditor and such
Subject Creditor’s rights hereunder, in each case on a date mutually acceptable
to the Substitute Lender and the Borrower, without recourse upon, or warranty
by, or expense to, such Subject Creditor, for a purchase price equal to the
outstanding principal amount of the Loans held by such Subject Creditor plus
all interest accrued thereon and all other amounts owing to such Subject
Creditor hereunder, and upon such assumption and purchase by the Substitute
Lender, such Substitute Lender shall be deemed to be a “Lender” for purposes of
the Financing Documents and a “Lender” hereunder (except as provided in the
next succeeding sentence) and such Subject Creditor shall cease to be a “Lender”
for purposes of the Financing Documents and a “Lender” hereunder (but shall
continue to benefit from Sections 5.01, 5.05 and 10.06 hereof and Section 15.14
of the Common Security Agreement) and shall no longer have any obligations
hereunder.  Anything in the foregoing to
the contrary notwithstanding, unless the Administrative Agent otherwise agrees,
a Substitute Lender that is a bank or other financial institution that (1) has
not assumed all risks of a Lender hereunder (by virtue of a participation to
another Person or otherwise) or is unable to vote independently its interests
hereunder (by virtue of an agreement with another Person or otherwise) or (2) has
received any direct or indirect additional collateral or support for its
extensions of credit hereunder shall not be permitted to (x) attend
confidential Lender meetings among the other Lenders and their advisors, (y)
receive confidential communications of the other Lenders or their advisors or
(z) vote its Commitments or its Loans on any matter where the vote of the
Lenders or any of them is necessary or advisable (and, in the event that such a
vote is taken, the Commitments and the Loans of such Substitute Lender shall be
disregarded for purposes of computation).


 


Section 6.                                            Conditions
Precedent.


 


6.01                           Initial
Loans.  The obligation of each Lender
to make its initial Loan hereunder is subject to the satisfaction (or waiver by
each Lender and, to the extent required by the terms of the Loan PRI Policy, by
the Loan PRI Insurer) of each of the following conditions:


 


17





















 


(a)  Satisfaction of Common Conditions
Precedent.  The common conditions
precedent set forth in Sections 11.01, 11.02 and 11.03 of the Common
Security Agreement shall have been satisfied (or waived as provided therein)
and each Lender shall have received copies of the notices to such effect required
to be given by each Lender Group pursuant to Section 11.04(e) of the
Common Security Agreement;


 


(b)  Political Risk Insurance.  (i) The Administrative Agent and each
Tranche A Lender shall have received a copy of the Loan PRI Policy duly
executed and in full force and effect in form and substance satisfactory to
each Tranche A Lender, and (ii) the Administrative Agent shall have
received a completed and executed Cover Schedule covering an amount not
less than $220,763,095.60; and


 


(c)  Notes.  A promissory note evidencing the obligation
of the Borrower to pay the principal of the Loans shall have been duly
completed, executed and delivered to each Lender requesting such promissory
note.


 


6.02                           Each
Loan.  The obligation of each Lender
to make any Loan hereunder, including its initial Loan, is subject to the
satisfaction (or waiver, in the case of the initial disbursement, by each
Lender and, in the case of any subsequent disbursement, the Majority Bank
Lenders (save as provided in Section 10.03(a)) and, to the extent required
by the terms of the Loan PRI Policy, by the Loan PRI Insurer) of the following
conditions:


 


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


 


(b)  Notice of Disbursement.  The aggregate amount of Tranche A Loans
requested in any Notice of Disbursement shall not, when added to the amount of
Tranche A Loans outstanding as of the date of such Notice of Disbursement,
exceed the Current Amount Insured for Principal; and


 


(c)  Political Risk Insurance.  The Loan PRI Policy, with a Current Amount
Insured for Principal equal to or greater than the aggregate principal amount
of the Tranche A Loans outstanding plus the amount of the Tranche A Loans
requested in accordance with the terms of the Notice of Disbursement, shall
continue to be in full force and effect and all fees, premiums and other
amounts payable in respect thereof shall have been paid in accordance
therewith.


 


Section 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 that, as of the date
hereof and as of each date of a disbursement of Loans hereunder:


 


(a)  Loan PRI Policy Project
Information.  All information
contained in the Loan PRI Policy Application provided by the Borrower in
relation to the scope and nature of the Project (as such term is defined in the
Loan PRI Policy) is true and correct in all material respects as of the date of
this Agreement.


 


18





















 


Section 8.                                            Covenants.


 


8.01                           Common
Security Agreements Covenants.


 


(a)  Common Security Agreements Covenants.  The Borrower agrees that, so long as any
Lender has any Commitment hereunder or any amount payable under this Agreement
remains unpaid, it 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 date of execution and delivery of this Agreement, the Borrower shall
file the requisite information regarding the Loans with the Bolivian Central
Bank and shall provide the Administrative Agent with evidence of such
registration promptly upon such filing.


 


8.02                           PRI
Policy.


 


(a)  The Borrower agrees that, in the event the Administrative
Agent notifies the Borrower that it has or intends to file a claim on behalf of
the Tranche A Lenders for payment under the Loan PRI Policy the Borrower shall (i) act
at all times with due diligence and use all reasonable efforts to avoid or
minimize loss (as such term is defined in the Loan PRI Policy), including (A) pursuing
in consultation with the Administrative Agent all reasonable diplomatic, legal,
administrative, judicial and informal means which may be reasonably available
for the minimization or recovery of any loss including the application for any
injunctive or peremptory relief and (B) with respect to a potential loss
due to the inability to convert Bolivianos to Dollars or to transfer Bolivianos
or Dollars from Bolivia for the purpose of making payments in respect of Senior
Loan Obligations, taking all reasonable steps to effect conversion and transfer
of the funds through any legal means and it shall co-operate fully with the
Loan PRI Insurer in the investigation of any claim, the resolution of any
potential claim situation and the pursuit of any claim salvage, such
co-operation to include disclosure of records and documents and the making
available of witnesses and (ii) reasonably cooperate in good faith with
the Administrative Agent, the Tranche A Lenders and the Loan PRI Insurer with
respect to any verification of claim eligibility or amount by the Loan PRI
Insurer (including, but not limited to providing evidence, documentation,
information, certificates and other forms of proof reasonably requested in
connection therewith).


 


(b)  The Borrower shall not take action or omit to take action
which would either permit the termination of the Loan PRI Policy prior to its
stated term or give rise to an exclusion or defense to payment applicable to an
insured loss thereunder.


 


19





















 


Section 9.                                            Events
of Default; Remedies.


 


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


 


(a)  Common Security Agreement Events
of Default.  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)  Loan Agreement Events of Default.  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.


 


(c)  Termination of Loan PRI Policy.  The Loan PRI Policy (or any material
provision thereof) is declared to be void or is terminated by the Loan PRI
Insurer or is declared to be unenforceable against the Loan PRI Insurer by an
arbitration award unless the Loan PRI Policy has been replaced by an alternative
insurance policy covering similar risks to those insured under the Loan PRI
Policy, on terms reasonably acceptable to the Tranche A Lenders and with
insurers acceptable to the Tranche A Lenders holding more than 50% of the
aggregate amount of uncancelled and undrawn Tranche A Loan Commitments and
outstanding Tranche A Loans (a “Replacement Loan PRI Policy”) within 60
days of such declaration or termination.


 


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, the Lenders
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)  Single Lender Group Event of Default Remedies.  Immediately upon the occurrence and during
the continuance of an Event of Default described in Section 9.01(b) or
9.01(c) hereof, the Administrative Agent may, and if instructed by the
Majority Bank Lenders (or, in the case of Section 9.01(c), by Tranche A
Lenders holding more than 50% of the outstanding Tranche A Loans) shall, by
notice to the Borrower terminate the Commitments 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.


 


20





















 


Section 10.                                      Miscellaneous.


 


10.01                     Waiver.  Except as expressly provided herein, no
failure on the part of the Administrative Agent or any Lender 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
parties 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.


 


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 the
Majority Bank Lenders (or the Administrative Agent acting with the express
written consent of the Majority Bank Lenders), and any provision of this
Agreement may be waived only by an instrument in writing signed by the Majority
Bank Lenders (or by the Administrative Agent acting with the express written
consent of the Majority Bank Lenders) and no such consent by the Borrower shall
be required in the case of such a waiver; provided, however,
that, and subject to Section 15.18 of the Common Security Agreement:  (a) no amendment, modification,
supplement or waiver shall, unless by an instrument signed by all of the
Lenders:  (i) increase, or extend
the term of any Commitments, or extend the time for the termination of any
Commitments, (ii) extend the date fixed for the payment of principal of or
interest on any Loan or any commitment or other fee hereunder, (iii) reduce
the amount of any such payment of principal, (iv) reduce the rate at which
interest is payable thereon or any commitment or other fee payable hereunder,
or alter the basis for calculating any such obligations, (v) alter the
rights or obligations of the Borrower to prepay Loans, (vi) alter the
terms of this Section 10.03 or Section 4.02, (vii) modify the
definition of the term “Majority Bank Lenders” or modify in any other manner
the number or percentage of the Lenders required to make any determinations or
waive any rights hereunder or to modify any provision hereof, (viii) waive
any of the conditions precedent to initial disbursement of Loans on the Initial
Disbursement Date set forth in Section 6, (viii) waive the condition
precedent to the 


 


21





















 


disbursement of Loans set forth in Section 6.02(c) or
(ix) relinquish or diminish any security or support for the Borrower’s
obligations hereunder; (b) any amendment, modification or supplement of
this Agreement insofar as it relates to the rights, duties or obligations of
the Administrative Agent shall require the consent of the Administrative Agent;
(c) any amendment, modification or supplement requiring the consent of the
Loan PRI Insurer under the Loan PRI Policy shall require the Loan PRI Insurer’s
consent under this Agreement; and (d) any amendment, modification or
supplement of this Agreement insofar as it relates only to the rights of the
Tranche A Lenders (as such) shall require the consent of the Tranche A Lenders
holding more than 50% of the aggregate amount of uncancelled and undrawn
Tranche A Loan Commitments and outstanding Tranche A Loans.  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.  Except as specifically set forth
herein, the Administrative Agent shall take direction under this Agreement from
the Majority Bank Lenders.


 


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
hereunder without the prior written consent of all of the Lenders and the
Administrative Agent (and any attempted assignment or transfer by the Borrower
without such consent shall be null and void).


 


(b)  Each of the Lenders may assign any and all of its rights and
obligations hereunder (including all or a portion of its Commitment and/or the
Loans at the time owing to it) (which assignment shall be deemed to include
such Lender’s corresponding rights and obligations under the other Financing
Documents, as a “Lender”) upon prior written notice to the Administrative Agent
and the Borrower, and with the consent of the Borrower (such consent not to be
unreasonably withheld), provided, however, that (i) no such
consent by the Borrower shall be required in the case of an assignment to
another Lender, to an Affiliate of a Lender, to the Loan PRI Insurer or to a
bank, financial institution or other entity 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 U.S.$500 million,
(ii) no such consent of the Borrower shall be required during a Default or
Event of Default, (iii) each such assignment by a Lender of its Loans and
Commitment shall be made in such manner so that the same portion of its Loans
and Commitment is assigned to the respective assignee and (iv) any
assignment of Tranche A Loans and Tranche A Loan Commitments shall be made in
compliance with the notice and any other requirements of the Loan PRI
Policy.  Upon execution and delivery by
the assignor and assignee (other than the Loan PRI Insurer) to the Borrower and
the Administrative Agent, and execution by the Administrative Agent, of an assignment
and acceptance agreement substantially in the form of Exhibit C hereto
(such agreement, an “Assignment and Acceptance”), the assignee shall
have, to the extent of such assignment, the rights, obligations and benefits of
a Lender hereunder holding the Commitment and Loans (or portion(s) thereof)
assigned to it (in addition to the Commitment and Loans, if any, theretofore
held by such assignee) and the assigning Lender shall, to the extent of such
assignment, be released from the Commitment and Loans (or portion(s) thereof)
so assigned.  In the case of an
assignment of 


 


22





















 


Tranche A Loans to the Loan PRI Insurer in
connection with a claim under the Loan PRI Policy, upon execution by the
assignor of a written instrument in the form agreed between the assignor and
the Loan PRI Insurer (an “Assignment to Insurer”), and notice thereof to
the Administrative Agent, the Loan PRI Insurer shall have, to the extent of
such assignment, the rights, obligations and benefits of a Lender hereunder
holding the Tranche A Loans (or portion thereof) assigned to it.  In the case of an Assignment and Acceptance
or an Assignment to Insurer covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto
but shall continue to be entitled to the benefits of Sections 5.01, 5.05 and
10.06 of this Agreement and Section 15.14 of the Common Security
Agreement.


 


(c)  Each Lender may, without the consent of or notice to the
Borrower, sell participations to one or more banks or other entities (a “Participant”)
in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans owing to
it); provided that (i) such Lender’s obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this
Agreement.  Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or
waiver described in Section 10.03(a) that affects such
Participant.  Subject to paragraph (d) of
this Section, the Borrower agrees that each Participant shall be entitled to
the benefits of Sections 5.01 and 5.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section.  To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 4.06
as though it were a Lender; provided that such Participant agrees to be
subject to Section 4.02 as though it were a Lender.


 


(d)  A Participant shall not be entitled to receive any greater
payment under Section 5.01 or 5.05 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Borrower’s prior written consent.


 


(e)  No sale of a participation by a Lender shall alter such
Lender’s obligations under this Agreement. 
The Borrower and the Administrative Agent shall, notwithstanding any
sale of a participation, be entitled to continue to deal solely and directly
with such Lender.


 


(f)  A Lender or the Administrative Agent, as the case may be, may
furnish any information concerning the Borrower in the possession of such
Lender or the Administrative Agent 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.


 


(g)  Assignment of Loans to Loan PRI Insurer.  Each Tranche A Lender may assign, in whole or
in part, its interest in the Tranche A Loans to the Loan PRI Insurer pursuant 


 


23





















 


to the Loan PRI Policy (or any Replacement
Loan PRI Policy) without any restrictions contained herein or otherwise.  The Borrower hereby agrees to cooperate with
the Administrative Agent, such Tranche A Lender and the Loan PRI Insurer and to
take all actions necessary to effect any such assignment.  In the event that the Loan PRI Insurer makes
a payment pursuant to the Loan PRI Policy to any Tranche A Lender, the Borrower
and the Tranche A Lenders shall recognize the Loan PRI Insurer’s full rights of
subrogation to the Tranche A Lender to whom the claim payment was made,
including to share pro  rata with the other Tranche A Lenders in
payments received and distributed according to the terms of this Agreement.


 


10.06       Survival/Reinstatement.  The obligations of the Borrower under Section 5
shall survive the repayment of the Loans and the termination of the
Commitments.  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 the Administrative Agent or any
Lender.  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       No Immunity.  To the extent that any party hereto 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 hereby irrevocably waives such
immunity, to the fullest extent permitted by law, in respect of its obligations
under 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.


 


10.09       GOVERNING LAW AND SUBMISSION TO JURISDICTION.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.  The provisions of Section 15.12 of the
Common Security Agreement are incorporated herein mutatis  mutandis.  The Borrower confirms its appointment of CT
Corporation System as agent for service of process, pursuant to Section 15.12(c) of
the Common Security Agreement.


 


10.10       WAIVER OF JURY
TRIAL.  EACH OF THE BORROWER AND THE
LENDERS 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.


 


10.11       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
provisions of Section 15.13 of the Common Security Agreement are
incorporated herein mutatis  mutandis.


 


24





















 


10.12       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.


 


 


25





















 


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


 


	
   

  	
  The Borrower

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  President

  
	
   

  	
  Fax No.:

  	
  +591 2 433737

  
	
   

  	
  Telephone No.:

  	
  +591 2 433800

  
						



 


 


	
  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                                              ,
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:


 





















 


	
   

  	
  The
  Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BNP PARIBAS,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey
  Stufsky

  	
   

  
	
   

  	
   

  	
  Name:
  Jeffrey Stufsky

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew
  Lewis

  	
   

  
	
   

  	
   

  	
  Name: Matthew
  Lewis

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  Address for
  notices:

  	
  BNP Paribas

  
	
   

  	
   

  	
  787 7th
  Avenue

  
	
   

  	
   

  	
  New York, NY
  10019

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Chris Weik

  
	
   

  	
  Fax No.:

  	
  (212)
  471-6697

  
	
   

  	
  Telephone No.:

  	
  (212)
  471-6651

  
						



 


 


	
  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                                                ,
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





















 


	
   

  	
  The Lenders

  	
   

  
	
   

  	
   

  	
   

  
	
  Commitment

  	
   

  
	
   

  	
   

  
	
  US$25,000,000

  	
  BARCLAYS BANK PLC,

  
	
   

  	
  as a Tranche A Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew
  Lewis

  	
   

  
	
   

  	
   

  	
  Name:
  Matthew Lewis

  
	
   

  	
   

  	
  Title:
  Attorney in Fact

  
	
   

  	
   

  
	
   

  	
  Lending
  Office:

  	
  Barclays
  Bank PLC

  
	
   

  	
   

  	
  5 The North
  Colonnade

  
	
   

  	
   

  	
  Canary Wharf

  
	
   

  	
   

  	
  London E14
  4BB

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for
  notices:

  	
  Barclays
  Bank PLC

  
	
   

  	
   

  	
  Mining and
  Metals IBD

  
	
   

  	
   

  	
  5 The North
  Colonnade

  
	
   

  	
   

  	
  Canary Wharf

  
	
   

  	
   

  	
  London E14
  4BB

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Grant
  Willis/David Ellis

  
	
   

  	
  Fax No.:

  	
  +44 207 773
  0402

  
	
   

  	
  Telephone
  No.:

  	
  +44 207 77
  30339

  
	
   

  	
  Telephone
  No.:

  	
  +44 207 77
  31429

  
						



 


	
  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                                               ,
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:


 


3





















 


	
  Commitment

  	
   

  	
   

  
	
   

  	
   

  
	
  US$25,000,000

  	
  BNP PARIBAS,

  
	
   

  	
  as a Tranche A Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey
  Stufsky

  	
   

  
	
   

  	
   

  	
  Name:
  Jeffrey Stufsky

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew
  Lewis

  	
   

  
	
   

  	
   

  	
  Name:
  Matthew Lewis

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  Lending
  Office:

  	
  BNP Paribas

  
	
   

  	
   

  	
  787 7th
  Avenue

  
	
   

  	
   

  	
  New York, NY
  10019

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for
  notices:

  	
  BNP Paribas

  
	
   

  	
   

  	
  787 7th
  Avenue

  
	
   

  	
   

  	
  New York, NY
  10019

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Chris Weik

  
	
   

  	
  Fax No.:

  	
  (212)
  471-6697

  
	
   

  	
  Telephone
  No.:

  	
  (212)
  471-6651

  
						



 


 


	
  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                                               ,
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:


 


4





















 


	
  Commitment

  	
   

  	
   

  
	
   

  	
   

  
	
  US$20,000,000

  	
  AUSTRALIA AND NEW
  ZEALAND 

  BANKING GROUP LIMITED, as a Tranche

  A Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W.
  Wade

  	
   

  
	
   

  	
   

  	
  Name: John
  W. Wade

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
  Lending
  Office:

  	
  Australia and
  New Zealand

  Banking Group Limited

  
	
   

  	
   

  	
  1177 Avenue
  of the Americas

  
	
   

  	
   

  	
  6th
  Floor

  
	
   

  	
   

  	
  New York, NY
  10036

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for
  notices:

  	
  Australia
  and New Zealand 

  Banking Group Limited

  
	
   

  	
   

  	
  1177 Avenue
  of the Americas

  
	
   

  	
   

  	
  6th
  Floor

  
	
   

  	
   

  	
  New York, NY
  10036

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Ellen Turkel

  
	
   

  	
  Fax No.:

  	
  (212)
  536-9258

  
	
   

  	
  Telephone
  No.:

  	
  (212)
  801-9708

  
						



 


 


	
  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                                          ,
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:


 


5





















 


	
  Commitment

  	
   

  	
   

  
	
   

  	
   

  
	
  US$20,000,000

  	
  KFW,

  
	
   

  	
  as a Tranche A Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey
  Stufsky

  	
   

  
	
   

  	
   

  	
  Name:
  Jeffrey Stufsky

  
	
   

  	
   

  	
  Title:
  Attorney in Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew
  Lewis

  	
   

  
	
   

  	
   

  	
  Name:
  Matthew Lewis

  
	
   

  	
   

  	
  Title:
  Attorney in Fact

  
	
   

  	
   

  
	
   

  	
  Lending Office:

  	
  KfW

  
	
   

  	
   

  	
  Palmengartenstrasse
  5-9

  
	
   

  	
   

  	
  D-60325
  Frankfurt am Main

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for
  notices:

  	
  KfW
  IPEX-Bank

  
	
   

  	
   

  	
  Dept. X1a1

  
	
   

  	
   

  	
  Natural Resources

  
	
   

  	
   

  	
  Palmengartenstrasse 5-9

  
	
   

  	
   

  	
  D-60325
  Frankfurt am Main

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Dirk
  Sindermann

  
	
   

  	
  Fax No.:

  	
  +49 69 7431
  2016

  
	
   

  	
  Telephone
  No.:

  	
  +49 69 7431
  2257

  
						



 


 


	
  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                                          ,
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:


 


6





















 


	
  Commitment

  	
   

  	
   

  
	
   

  	
   

  
	
  US$17,500,000

  	
  NATEXIS BANQUES POPULAIRES,

  
	
   

  	
  as a Tranche A Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Amit Roy

  	
   

  
	
   

  	
   

  	
  Name: Amit
  Roy

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony
  Perna

  	
   

  
	
   

  	
   

  	
  Name:
  Anthony Perna

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  Lending
  Office:

  	
  Natexis Banques
  Populaires

  
	
   

  	
   

  	
  1251 Avenue
  of the Americas

  
	
   

  	
   

  	
  34th
  Floor

  
	
   

  	
   

  	
  New York, NY
  10020

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for
  notices:

  	
  Natexis
  Banques Populaires

  
	
   

  	
   

  	
  1251 Avenue
  of the Americas

  
	
   

  	
   

  	
  34th
  Floor

  
	
   

  	
   

  	
  New York, NY
  10020

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Amit Roy

  
	
   

  	
  Fax No.:

  	
  (212)
  872-5162

  
	
   

  	
  Telephone
  No.:

  	
  (212)
  872-5123

  
						



 


	
  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                                          ,
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:


 


7





















 


	
  Commitment

  	
   

  	
   

  
	
   

  	
   

  
	
  US$15,000,000

  	
  CATERPILLAR
  FINANCIAL SERVICES (UK) 

  LTD., as a Tranche A Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew
  Lewis

  	
   

  
	
   

  	
   

  	
  Name:
  Matthew Lewis

  
	
   

  	
   

  	
  Title:
  Attorney in Fact

  
	
   

  	
   

  	
   

  
	
   

  	
  Lending
  Office:

  	
  Caterpillar
  Financial Services (UK) Ltd.

  
	
   

  	
   

  	
  2405
  Stratford Road

  
	
   

  	
   

  	
  Hockley
  Heath

  
	
   

  	
   

  	
  West
  Midlands B94 6NW

  
	
   

  	
   

  	
  United
  Kingdom

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for
  notices:

  	
  Caterpillar
  Financial Services (UK) Ltd.

  
	
   

  	
   

  	
  2405
  Stratford Road

  
	
   

  	
   

  	
  Hockley
  Heath

  
	
   

  	
   

  	
  West
  Midlands B94 6NW

  
	
   

  	
   

  	
  United
  Kingdom

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Nicola
  Croucher

  
	
   

  	
  Fax No.:

  	
  +44 1564 78
  64 19

  
	
   

  	
  Telephone
  No.:

  	
  +44 1564 78
  64 37

  
						



 


 


	
  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                                          ,
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:


 


8





















 


	
  Commitment

  	
   

  	
   

  
	
   

  	
   

  
	
  US$12,500,000

  	
  N M ROTHSCHILD & SONS LIMITED,

  
	
   

  	
  as a Tranche A Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey
  Stufsky

  	
   

  
	
   

  	
   

  	
  Name:
  Jeffrey Stufsky

  
	
   

  	
   

  	
  Title:
  Attorney in Fact

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew
  Lewis

  	
   

  
	
   

  	
   

  	
  Name:
  Matthew Lewis

  
	
   

  	
   

  	
  Title:
  Attorney in Fact

  
	
   

  	
   

  	
   

  
	
   

  	
  Lending
  Office:

  	
  N M
  Rothschild & Sons Limited

  
	
   

  	
   

  	
  New Court

  
	
   

  	
   

  	
  St.
  Swithin’s Lane

  
	
   

  	
   

  	
  London EC4P
  4DU

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for
  notices:

  	
  N M
  Rothschild & Sons (Denver) Inc.

  
	
   

  	
   

  	
  1700 Lincoln
  Street

  
	
   

  	
   

  	
  Suite 3990

  
	
   

  	
   

  	
  Denver, CO
  80202

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  George Pyper

  
	
   

  	
  Fax No.:

  	
  (303)
  607-0998

  
	
   

  	
  Telephone
  No.:

  	
  (303)
  607-9890

  
						



 


	
  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                                              ,
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:


 


9





















 


	
  Commitment

  	
   

  	
   

  
	
   

  	
   

  
	
  $US10,000,000

  	
  EXPORT DEVELOPMENT CANADA,

  
	
   

  	
  as a Tranche A Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anton
  Pfisztner

  	
   

  
	
   

  	
   

  	
  Name: Anton
  Pfisztner

  
	
   

  	
   

  	
  Title:
  Project Finance – Financial Services

  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  Lending
  Office:

  	
  Export
  Development Canada

  
	
   

  	
   

  	
  151 O’Connor
  Street

  
	
   

  	
   

  	
  Ottawa,
  Canada K1A 1K3

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for
  notices:

  	
  Export
  Development Canada

  
	
   

  	
   

  	
  151 O’Connor
  Street

  
	
   

  	
   

  	
  Ottawa,
  Canada K1A 1K3

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Isha
  Aggarwal

  
	
   

  	
  Fax No.:

  	
  (613)
  598-3186

  
	
   

  	
  Telephone
  No.:

  	
  (613)
  598-3268

  
						



 


	
  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                                                ,
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:


 


10





















 


	
  Commitment

  	
   

  	
   

  
	
   

  	
   

  
	
  US$10,000,000

  	
  FORTIS CAPITAL CORP.,

  
	
   

  	
  as a Tranche A Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey
  Stufsky

  	
   

  
	
   

  	
   

  	
  Name:
  Jeffrey Stufsky

  
	
   

  	
   

  	
  Title:
  Attorney in Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew
  Lewis

  	
   

  
	
   

  	
   

  	
  Name:
  Matthew Lewis

  
	
   

  	
   

  	
  Title:
  Attorney in Fact

  
	
   

  	
   

  	
   

  
	
   

  	
  Lending
  Office:

  	
  Fortis
  Capital Corp.

  
	
   

  	
   

  	
  520 Madison
  Avenue

  
	
   

  	
   

  	
  New York, NY
  10022

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for
  notices:

  	
  Fortis
  Capital Corp.

  
	
   

  	
   

  	
  520 Madison
  Avenue

  
	
   

  	
   

  	
  New York, NY
  10022

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Darrel
  Ho/Jaime Silver

  
	
   

  	
  Fax No.:

  	
  (212)
  340-5420

  
	
   

  	
  Telephone
  No.:

  	
  (212)
  340-5424

  
	
   

  	
   

  	
  (212)
  340-5423

  
						



 


	
  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                                          ,
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:


 


11





















 


	
  Commitment

  	
   

  	
   

  
	
   

  	
   

  
	
  US$10,000,000

  	
  NORDKAP BANK AG,

  
	
   

  	
  as a Tranche A Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey
  Stufsky

  	
   

  
	
   

  	
   

  	
  Name:
  Jeffrey Stufsky

  
	
   

  	
   

  	
  Title:
  Attorney in Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew
  Lewis

  	
   

  
	
   

  	
   

  	
  Name:
  Matthew Lewis

  
	
   

  	
   

  	
  Title:
  Attorney in Fact

  
	
   

  	
   

  	
   

  
	
   

  	
  Lending
  Office:

  	
  Nordkap Bank
  AG

  
	
   

  	
   

  	
  Thurgauerstrasse
  54

  
	
   

  	
   

  	
  8050 Zurich

  
	
   

  	
   

  	
  Switzerland

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for
  notices:

  	
  Nordkap Bank
  AG

  
	
   

  	
   

  	
  Thurgauerstrasse
  54

  
	
   

  	
   

  	
  8050 Zurich

  
	
   

  	
   

  	
  Switzerland

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Flavia
  Sennhauser

  
	
   

  	
  Fax No.:

  	
  +41 44 306
  4911

  
	
   

  	
  Telephone
  No.:

  	
  +41 44 306
  4926

  
						



 


	
  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
                                         ,
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:


 


12





















 


	
  Commitment

  	
   

  	
   

  
	
   

  	
   

  
	
  US$10,000,000

  	
  RMB INTERNATIONAL (DUBLIN) LIMITED,

  
	
   

  	
  as a Tranche A Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey
  Stufsky

  	
   

  
	
   

  	
   

  	
  Name:
  Jeffrey Stufsky

  
	
   

  	
   

  	
  Title:
  Attorney in Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew
  Lewis

  	
   

  
	
   

  	
   

  	
  Name:
  Matthew Lewis

  
	
   

  	
   

  	
  Title:
  Attorney in Fact

  
	
   

  	
   

  	
   

  
	
   

  	
  Lending
  Office:

  	
  RMB
  International (Dublin)

  Limited

  
	
   

  	
   

  	
  Iona
  Building

  
	
   

  	
   

  	
  158
  Shelborne Road

  
	
   

  	
   

  	
  Ballsbridge

  
	
   

  	
   

  	
  Dublin 4

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for
  notices:

  	
  RMB
  International (Dublin)

  Limited

  
	
   

  	
   

  	
  1 Merchant
  Place

  
	
   

  	
   

  	
  1 Fredman
  Dr.

  
	
   

  	
   

  	
  Sandton 2146
  South Africa

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Caroline
  Donally

  
	
   

  	
  Fax No.:

  	
  +27 11 282
  8318

  
	
   

  	
  Telephone
  No.:

  	
  +27 11 282
  1874

  
						



 


	
  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                                          ,
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:


 


13





















 


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 [                                ]
(the “Lender”), at such of the offices of [                  ]
(the “Administrative Agent”) as shall be notified to the Borrower from
time to time, the principal sum of [COMMITMENT DOLLAR AMOUNT] (or such lesser
amount as shall equal the aggregate unpaid principal amount of the Loans made
by the Lender to the Borrower under the 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 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 Loan Agreement.


 


The date, amount, interest rate and duration of Interest Period (if
applicable) of each Loan made by the Lender to the Borrower, and each payment
made on account of the principal of such Loan, shall be recorded by the Lender
on its books and, prior to any transfer of this Note, endorsed by the Lender on
the schedule attached to this Note or any continuation of such schedule; provided
that the failure of the Lender 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 Loan Agreement or under this Note in respect of the
Loans made by the Lender.


 


This Note evidences Loans made by the Lender under the Loan Agreement
dated as of December 1, 2005 (as modified and supplemented and in effect
from time to time, the “Loan Agreement”) between the Borrower, each of
the lenders that is or may become party to the Loan Agreement (collectively,
the “Lenders”), and BNP Paribas as Administrative Agent for the
Lenders.  Terms used but not defined in
this Note have the respective meanings assigned to them in the Loan Agreement.


 


The 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 Loan Agreement, this
Note may not be assigned by the Lender 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.


 


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:

  



 





















 


SCHEDULE TO NOTE


 


This Note evidences Loans made under the 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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


EXHIBIT B


 


AMORTIZATION SCHEDULE


 




	
  Repayment

  	
   

  	
  % 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

  	
  %

  






 





















 


EXHIBIT C


 


FORM OF ASSIGNMENT AND ASSUMPTION
AGREEMENT


 


This Assignment and Assumption Agreement (the “Assignment and
Assumption Agreement”) is dated as of the Effective Date set forth below
and is entered into by and between [Insert
name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized terms used but not defined herein
shall have the meanings given to them in the Loan Agreement dated as of December 1,
2005, among Minera San Cristóbal S.A., as Borrower, each of the Lenders party
thereto, BNP Paribas as Administrative Agent for the Lenders (as amended, the “Loan
Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee.


 


1.             Assignment and
Assumption.  For an agreed
consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the terms hereof and the terms of
the Loan Agreement, as of the Effective Date set forth in Schedule 1
attached hereto, the interests set forth in Schedule 1 hereto, including (i) all
of the Assignor’s rights and obligations in its capacity as a Lender under the
Loan Agreement and any other documents or instruments delivered pursuant
thereto to the extent related to the amount and percentage interest identified
below of all of such outstanding rights and obligations of the Assignor under
the respective facilities identified below (including any letters of credit and
guarantees included in such facilities) and (ii) to the extent permitted
to be assigned under applicable law, all claims, suits, causes of action and
any other right of the Assignor (in its capacity as a Lender) against any
Person, whether known or unknown, arising under or in connection with the Loan
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the
rights and obligations sold and assigned pursuant to clauses (i) and (ii) above
being referred to herein collectively as the “Assigned Interest”).  Such sale and assignment is without recourse
to the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.


 


2.             Representations
and Warranties.


 


2.1           Assignor.  The Assignor (a) represents and warrants
that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Loan Agreement or any other
Financing Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Agreement or any
collateral thereunder, (iii) the financial condition of the Borrower, any
of its subsidiaries or Affiliates or any other Person obligated in respect of
the Loan Agreement or (iv) the performance or observance by the Borrower,
any of its Subsidiaries or Affiliates or any other Person of any of their
respective obligations under the Loan Agreement.


 





















 


2.2.          Assignee.  The Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and to become a Lender under
the Loan Agreement, (ii) it satisfies the requirements, if any, specified
in the Loan Agreement that are required to be satisfied by it in order to
acquire the Assigned Interest and become a Lender, (iii) from and after
the Effective Date, it shall be bound by the provisions of the Loan Agreement
as a Lender thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, and (iv) it has received a copy of
the Loan Agreement, together with copies of the most recent financial
statements delivered pursuant to Section 6.02(a) thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender; and (b) agrees that (i) it
will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Loan Agreement, and (ii) it will
perform in accordance with their terms all of the obligations which by the
terms of the Loan Agreement are required to be performed by it as a Lender.


 


3.             Payments.  From and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to
the Assignor for amounts which have accrued to but excluding the Effective Date
and to the Assignee for amounts which have accrued from and after the Effective
Date.


 


4.             General
Provisions.  This Assignment and
Assumption Agreement shall be binding upon, and inure to the benefit of, the
parties hereto and their respective successors and assigns.  This Assignment and Assumption Agreement may
be executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed
counterpart of a signature page of this Assignment and Assumption Agreement
by telecopy shall be effective as delivery of a manually executed counterpart
of this Assignment and Assumption Agreement. 
This Assignment and Assumption Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.


 


The terms set
forth in this Assignment and Assumption Agreement are hereby agreed to:


 


	
   

  	
  ASSIGNOR

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [NAME OF
  ASSIGNOR]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  
					



 


2





















 


	
   

  	
  ASSIGNEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [NAME OF
  ASSIGNEE]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  
					



 


3





















 


[Consented to
and Accepted](1):


 


[MINERA SAN
CRISTÓBAL S.A.],


 


  as Borrower


 


 


	
  By

  	
   

  	
   

  



 


  Title:


 


 


Acknowledged:


 


[NAME OF
ADMINISTRATIVE AGENT]


 


as
Administrative Agent


 


 


	
  By

  	
   

  	
   

  



 


  Title:


 










(1)                                  To
be added only if the consent of the Borrower is required under Section 10.05 of
the Loan Agreement.


 


4





















 


ANNEX 1

to Form of Assignment

and Assumption Agreement


 


ASSIGNED INTEREST


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Assignor:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Assignee:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [and is a
  Lender/a Lender/an Affiliate of [identify
  Lender](1)]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Borrower(s):

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Administrative
  Agent:

  	
   

  	
                                  ,
  as the administrative agent under the Loan Agreement

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Loan
  Agreement:

  	
   

  	
  The $[         ]
  Loan Agreement dated as of [        ], 200[  ]
  among Minera San Cristóbal S.A., as Borrower, each of the Lenders party
  thereto and [            ]
  as Administrative Agent for the Lenders.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Assigned Interest:

  	
   

  	
   

  



 


	
  Commitment

  Assigned

  	
   

  	
  Aggregate Amount of 

  Commitment/Loans

  for all Lenders

  	
   

  	
  Amount of 

  Commitment/Loans

  Assigned

  	
   

  	
  Percentage Assigned

  of

  Commitment/Loans(2)

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
   

  	
  %

  



 


Effective
Date:                          
     , 20     [TO BE INSERTED
BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]


 










(1)                                Select
as applicable.


(2)                                Set forth, to at least 9
decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.