QuickLinks
 -- Click here to rapidly navigate through this document




































 



 
 

  Exhibit 10.22    
    
    Execution Copy    
    






 

 
    FOURTH OMNIBUS AMENDMENT AGREEMENT    
    


Among



MINERA
SAN CRISTÓBAL, S.A.,

as Borrower 


APEX
SILVER MINES LIMITED, 


APEX
SILVER MINES SWEDEN AB, 


APEX
LUXEMBOURG S.A. R.L., 


APEX
SILVER FINANCE LTD., 


APEX
METALS MARKETING GmbH, 


SUMITOMO
CORPORATION, 


SC
MINERALS AKTIEBOLAG, 


COMERCIAL
METALES BLANCOS AB, 


BNP
PARIBAS,

as Administrative Agent 


BARCLAYS
CAPITAL,

as Technical Agent 


CORPORACIÓN
ANDINA DE FOMENTO,

as a Senior Lender 


JPMORGAN
CHASE BANK, N.A.,

as Collateral Agent and Securities Intermediary, 


THE
SENIOR LENDERS PARTY HERETO 


and



THE
HEDGE BANKS PARTY HERETO 


Dated
as of December 12, 2008 






 







 








































 
 

  TABLE OF CONTENTS    
    



						
	 
	 	 
	 	Page 
	  ARTICLE I DEFINITIONS
	 	2
	 	 Section 1.01.
	 	 Defined Terms
	 	2
	 	 Section 1.02.
	 	 Interpretation
	 	2
	  ARTICLE II REPRESENTATIONS AND WARRANTIES
	 	

2
	 	 Section 2.01.
	 	 Authority
	 	2
	 	 Section 2.02.
	 	 Consents and Approvals
	 	2
	 	 Section 2.03.
	 	 No Conflicts
	 	2
	  ARTICLE III SECURED PARTY CONSENTS AND APPROVALS
	 	

2
	 	 Section 3.01.
	 	 Consents and Approvals
	 	2
	 	 Section 3.02.
	 	 Additional Hedge Collateral
	 	3
	  ARTICLE IV AMENDMENTS
	 	

3
	 	 Section 4.01.
	 	 Financing Documents
	 	3
	  ARTICLE V MISCELLANEOUS
	 	

3
	 	 Section 5.01.
	 	 Counterparts
	 	3
	 	 Section 5.02.
	 	 Severability
	 	4
	 	 Section 5.03.
	 	 Governing Law
	 	4
	 	 Section 5.04.
	 	 Headings
	 	4
	 	 Section 5.05.
	 	 Waivers; Amendment
	 	4
	 	 Section 5.06.
	 	 Limited Agreement
	 	4
	 	 Section 5.07.
	 	 Authorizations
	 	4
	 APPENDIX A
	 	 Form of Lender Term Sheet
	 	 
	 APPENDIX B
	 	 Form of Termination, Release and Settlement Agreement (with Barclays Capital)
	 	 
	 APPENDIX C
	 	 Form of Termination, Release and Settlement Agreement (with BNP Paribas)
	 	 





i













































 





        This FOURTH OMNIBUS AMENDMENT AGREEMENT (this "Agreement"), dated as of
December 12, 2008, is entered into among MINERA SAN CRISTÓBAL, S.A., a sociedad
anónima organized under the laws of Bolivia (the "Borrower"), APEX SILVER MINES
LIMITED, an exempted company duly incorporated with limited liability and validly existing under the laws of the Cayman Islands
("ASM"), APEX SILVER MINES SWEDEN AB, a privat
aktiebolag organized under the laws of Sweden ("Apex Sweden"), APEX LUXEMBOURG S.A.
R.L., a société à responsabilité limitée organized
under the laws of Luxembourg ("Apex Luxembourg"), APEX SILVER FINANCE LTD., an exempted company
duly incorporated with limited liability and validly existing under the laws of the Cayman Islands ("Apex Silver Finance"), APEX
METALS MARKETING GmbH, a company with limited liability organized under the laws of Switzerland ("Apex Metals
Marketing"), SUMITOMO CORPORATION, a corporation organized under the laws of Japan
("Sumitomo"), SC MINERALS AKTIEBOLAG, a privat aktiebolag organized under the laws of Sweden
("SC Minerals Sweden"), COMERCIAL METALES BLANCOS AB, a privat aktiebolag organized under the laws of
Sweden ("Comercial Metales Blancos"), BNP PARIBAS, a banking institution organized under the laws of
France, as Administrative Agent for the Secured Parties (the "Administrative Agent"), BARCLAYS CAPITAL,
a division of Barclays Bank PLC, a public limited company organized under the laws of England and Wales, as Technical Agent (the "Technical
Agent"), CORPORACIÓN ANDINA DE FOMENTO, a multilateral institution organized and existing pursuant to its
Constitutive Agreement signed in Bogotá, Colombia on February 7, 1968, as a Senior Lender, JPMORGAN CHASE BANK, N.A., a national
banking corporation as Collateral Agent (the "Collateral Agent") and as Securities Intermediary (the "Securities
Intermediary"), the SENIOR LENDERS party hereto and the HEDGE BANKS party
hereto. 


 
 

  RECITALS    
    


        WHEREAS, the Borrower, Apex Sweden, Apex Metals Marketing, Apex Luxembourg, Apex Silver Finance, SC Minerals Sweden, Comercial Metales
Blancos, the Administrative Agent, the Technical Agent, Corporación Andina de Fomento, the Collateral Agent, the Securities Intermediary, the Senior Lenders party thereto and the Hedge
Banks party thereto are parties to the Common Security Agreement, dated as of December 1, 2005 (as amended and supplemented from time to time, the "Common Security
Agreement"); 


        WHEREAS,
pursuant to the Common Security Agreement and the other Transaction Documents, the Borrower and the other parties thereto agreed, among other things, to the terms and conditions
for the financing of the Project; 


        WHEREAS,
the Borrower, the Sponsors and the Secured Parties have agreed on binding terms and conditions for the restructuring of the financing of the Project, as set forth in that
certain term sheet dated December 12, 2008 (the "Lender Term Sheet"), the form of which is attached as  Appendix A; 


        WHEREAS,
in anticipation of consummating such restructuring, the Borrower, Apex Silver Finance and the Hedge Banks wish to terminate all Mandatory Metals Hedge Agreements and all
Mandatory Metals Hedge Transactions, and provide that no Mandatory Metals Hedge Agreement or Mandatory Metals Hedge Transaction shall hereafter be required by the Secured Parties, or otherwise
required to be executed, maintained or pledged as collateral pursuant to any Transaction Document; 


        WHEREAS,
the Secured Parties are willing to approve such transactions and changes upon the terms and conditions set forth herein; 







 

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


 
 

  ARTICLE I    
    
    DEFINITIONS    
    


        Section
1.01.    Defined Terms.    Except as otherwise defined herein, capitalized terms used in this Agreement shall
have the meanings given thereto in the Common Security Agreement (including Appendix A thereto). As used in this Agreement, "Hedge Termination
Documents" means this Agreement, the Lender Term Sheet, the Termination, Release and Settlement Agreement among Barclays Capital and the other parties thereto (in the form
attached hereto as Appendix B), and the Termination, Release and Settlement Agreement among BNP Paribas and the other parties thereto (in the
form attached hereto as Appendix C). 


        Section
1.02.    Interpretation.    The rules of interpretation set forth in clauses (a) to (j) of
Section 1.02 of the Common Security Agreement shall apply, with necessary changes, to this Agreement as if set forth in full in this Section 1.02. 


 
 

  ARTICLE II    
    
    REPRESENTATIONS AND WARRANTIES    
    


        Each of the Borrower, ASM, Apex Sweden, Apex Luxembourg, Apex Silver Finance, Apex Metals Marketing, Sumitomo, SC Minerals Sweden and
Comercial Metales Blancos represents and warrants to the Administrative Agent and the Collateral Agent for the benefit of the Secured Parties that: 


        Section
2.01.    Authority.    It has all requisite organizational power and authority to enter into each Hedge
Termination Document to which it is a party and to incur and perform its obligations provided for herein and therein. 


        Section
2.02.    Consents and Approvals.    All Authorizations and Government Approvals which are necessary for
(i) the execution and delivery by it of this Agreement and the other Hedge Termination Documents to which it is a party and (ii) the performance of its obligations hereunder and
thereunder have been obtained and are in full force and effect. 



        Section
2.03.    No Conflicts.    The execution, delivery and performance by it of each of the Hedge Termination
Documents to which it is a party and the consummation of the transactions contemplated thereby do not and will not (i) violate any provision of its Organizational Documents, any Authorization,
any Government Rule or any Government Approval applicable to it; (ii) conflict with, result in a breach of or constitute a default under any indenture or loan or credit agreement to which it is
a party or by which it or its property may be bound or affected in any material respect; or (iii) result in, or create any
Lien (other than Liens specifically permitted under the Financing Documents) upon or with respect to any of the properties now owned or hereafter acquired by it. 


 
 

  ARTICLE III    
    
    SECURED PARTY CONSENTS AND APPROVALS    
    


        Section
3.01.    Consents and Approvals.    Subject only to execution of (i) this Agreement by all the parties
named on the signature pages hereof and (ii) the other Hedge Termination Documents by all the parties named on the signature pages thereof, the Secured Parties consent (effective as of the date
hereof) to: 


        (a)   the
amendments set forth in Article IV; 


2







 

        (b)   the
termination of all Mandatory Metals Hedge Agreements and all Mandatory Metals Hedge Transactions; 



        (c)   the
release of all Apex Silver Finance Collateral (as defined in the Apex Silver Finance Cross-Guarantee and Security Agreement) and the termination of all security
interests created by the Apex Silver Finance Cross-Guarantee and Security Agreement; and 


        (d)   the
release of all Mandatory Metals Hedge Agreements and Mandatory Metals Hedge Transactions (including all claims resulting from any failure or performance or
compliance with any of the provisions of the Mandatory Metals Hedge Agreements) otherwise constituting Collateral for purposes of the Common Security Agreement or any other Financing Document,
including pursuant to Section 3.02(g) of the Common Security Agreement, and the termination of all security interests created by any Security Document to the extent affecting such Collateral. 


        Section
3.02.    Additional Hedge Collateral.    Subject only to execution of (i) this Agreement by all the
parties named on the signature pages hereof and (ii) the other Hedge Termination Documents by all the parties named on the signature pages thereof, the Hedge Banks consent (as of the date
hereof) to: (a) the termination of the Sumitomo Hedge Guarantees, and the Sumitomo Hedge Guarantees shall thereupon immediately terminate and Sumitomo shall be released from all liabilities and
obligations thereunder; (b) the termination of the Hedge Guaranty, and the Hedge Guaranty shall thereupon immediately terminate and MSC shall be released from all liabilities and obligations
thereunder; and (c) the termination of the ASM Cash Collateral Agreements and the release to ASM of any unreleased cash collateral provided by ASM thereunder to the extent such cash collateral
is not otherwise required to be applied to the final settlement of the Mandatory Metals Hedge Transactions in accordance with the Hedge Termination Documents. 


 
 

  ARTICLE IV    
    
    AMENDMENTS    
    



        Section
4.01.    Financing Documents.    Subject to Article III and effective as of the date hereof, the
Secured Parties: (a) acknowledge and agree that no Mandatory Metals Hedge Agreement or Mandatory Metals Hedge Transaction shall hereafter be required by the Secured Parties, or otherwise
required to be executed, maintained or pledged as collateral pursuant to any Transaction Document; (b) irrevocably and permanently waive any obligation of the Borrower, ASM, Apex Sweden, Apex
Luxembourg, Apex Silver Finance, Apex Metals Marketing, Sumitomo, SC Minerals Sweden and Comercial Metales Blancos in respect of any Mandatory Metals Hedge Agreement or Mandatory Metals Hedge
Transaction, arising from, under, or pursuant to, any Financing Document; (c) acknowledge and agree in furtherance of the foregoing, that each and every reference to any Mandatory Metals Hedge
Agreement or Mandatory Metals Hedge Transaction, and any obligation in respect thereof, set forth in any Financing Document shall be deleted from such Financing Document; and (d) acknowledge
and agree that each Hedge Bank shall have no obligation to share its Final Settlement Amount (as defined in the Termination, Release And Settlement Agreement to which such Hedge Bank is a party),
which amounts shall not be subject to Section 14.07(a) of the Common Security Agreement, and that each Hedge Bank shall cease to be a party (in such capacity) to the Common Security Agreement
and any other Financing Document. 


 
 

  ARTICLE V
  
    MISCELLANEOUS    
    


        Section
5.01.    Counterparts.    This Agreement may be executed in any number of counterparts and by different
parties hereto on separate counterparts, each of which shall constitute an original, but all of which when taken together shall constitute one and the same instrument. Delivery of an executed 


3







 

counterpart
of a signature page to this Agreement by fax shall be effective as delivery of a manually executed counterpart of this Agreement. 


        Section
5.02.    Severability.    Any provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 


        Section
5.03.    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of
the State of New York. 


        Section
5.04.    Headings.    Article and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 



        Section
5.05.    Waivers; Amendment.    None of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified without the consent of each of the parties hereto. 


        Section
5.06.    Limited Agreement.    The amendments, waivers and consents set forth in this Agreement are limited in
effect, shall apply only as expressly set forth herein and shall not constitute or be deemed to be an amendment or waiver of any other provision of, or a consent to any action limited by, any
Financing Document, each of which shall remain in full force and effect and are hereby ratified and confirmed in all respects. 



        Section
5.07.    Authorizations.    Each of the Senior Lenders and Hedge Banks hereby authorizes the Administrative
Agent, the Collateral Agent and the Technical Agent to execute and deliver this Agreement and each of the agreements substantially in the forms attached hereto to which they are required to be a
party. 


[The remainder of this page intentionally left blank]


4













































  
        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as the day and year first above written. 



					
	 
	 	MINERA SAN CRISTÓBAL, S.A.
	 
	 	 By:
	 	 /s/ Jeffrey G. Clevenger







  Name:  Jeffrey G. Clevenger

Title:  President and Director
	 
	 	 APEX SILVER MINES LIMITED

	 
	 	 By:
	 	 /s/ Jeffrey G. Clevenger







  Name:  Jeffrey G. Clevenger

Title:  President and Executive Officer
	 
	 	 APEX SILVER MINES SWEDEN AB

	 
	 	 By:
	 	 /s/ Gerald J. Malys







  Name:  Gerald J. Malys

Title:  Deputy Director










 


					
	 
	 	APEX LUXEMBOURG S.A. R.L.
	 
	 	 By:
	 	 /s/ Gerald J. Malys







  Name:  Gerald J. Malys

Title:  Manager
	 
	 	 APEX SILVER FINANCE LTD.

	 
	 	 By:
	 	 /s/ Robert P. Vogels







  Name:  Robert P. Vogels

Title:  Vice President







2







 


					
	 
	 	APEX METALS MARKETING GmbH
	 
	 	 By:
	 	 /s/ Robert P. Vogels







  Name:  Robert P. Vogels

Title:  Vice President
	 
	 	 SUMITOMO CORPORATION

	 
	 	 By:
	 	 /s/ Akira Takeuchi







  Name:  Akira Takeuchi

Title:  Corporate Officer
	 
	 	 SC MINERALS AKTIEBOLAG

	 
	 	 By:
	 	 /s/ Akira Takeuchi







  Name:  Akira Takeuchi

Title:  Director and Chairman of the Board
	 
	 	 COMERCIAL METALES BLANCOS AB

	 
	 	 By:
	 	 /s/ Akira Takeuchi







  Name:  Akira Takeuchi

Title:  Director and Chairman of the Board







3







 


					
	 
	 	BNP PARIBAS

    as Administrative Agent
	 
	 	 By:
	 	 /s/ Jeffrey Stufsky







  Name:  Jeffrey Stufsky

Title:  Managing Director
	 
	 	 By:
	 	 /s/ William Davidson







  Name:  William Davidson

Title:  Managing Director
	 
	 	 BARCLAYS CAPITAL

    as Technical Agent

	 
	 	 By:
	 	 /s/ Grant Willis







  Name:  Grant Willis

Title:  Managing Director
	 
	 	 JPMORGAN CHASE BANK, N.A.,

    as Collateral Agent

	 
	 	 By:
	 	 /s/ Evangelos Ntavos







  Name:  Evangelos Ntavos

Title:  Vice President
	 
	 	 JPMORGAN CHASE BANK, N.A.,

    as Securities Intermediary

	 
	 	 By:
	 	 /s/ Evangelos Ntavos







  Name:  Evangelos Ntavos

Title:  Vice President







4









 



































 



					
	 
	 	CORPORACIÓN ANDINA DE FOMENTO,

    as a Senior Lender
	 
	 	 By:
	 	 /s/ Luis Enrique Berrizbeitia







  Name:    Luis Enrique Berrizbeitia

Title:    Acting Executive President
	 
	 	 BARCLAYS BANK PLC,

    as a Senior Lender

	 
	 	 By:
	 	 /s/ Grant Willis







  Name:  Grant Willis

Title:  Managing Director
	 
	 	 BNP PARIBAS,

    as a Senior Lender

	 
	 	 By:
	 	 /s/ Jeffrey Stufsky








  Name:  Jeffrey Stufsky

Title:  Managing Director
	 
	 	 By:
	 	 /s/ William Davidson







  Name:  William Davidson

Title:  Managing Director
	

 
	
 	
 AUSTRALIA AND NEW ZEALAND BANKING

    GROUP LIMITED, as a Senior Lender
	 
	 	 By:
	 	 /s/ C. Theodore Wolf







  Name:  C. Theodore Wolf

Title:  Director, Lending Services





5







 


					
	 
	 	KFW,

    as a Senior Lender
	 
	 	 By:
	 	 /s/ Dawko-Schellhaas







  Name:  Dawko-Schellhaas

Title:  Senior Vice President
	 
	 	 By:
	 	 /s/ Simone Thrun








  Name:  Simone Thrun

Title:  SPH
	 
	 	 NATIXIS, New York Branch,

    as a Senior Lender

	 
	 	 By:
	 	 /s/ Amit Roy







  Name:  Amit Roy

Title:  Director
	 
	 	 By:
	 	 /s/ Steven Yoon








  Name:  Steven Yoon

Title  Director
	 
	 	 CATERPILLAR FINANCIAL SERVICES (UK)

    LTD., as a Senior Lender

	 
	 	 By:
	 	 /s/ John L. Jones







  Name:  John L. Jones

Title:  Credit Manager









6







 


					
	 
	 	N M ROTHSCHILD & SONS LIMITED,

    as a Senior Lender
	 
	 	 By:
	 	 /s/ Derek McCrone







  Name:  Derek McCrone

Title:  Director
	 
	 	 By:
	 	 /s/ Nicholas Wood







  Name:  Nicholas Wood

Title:  Director
	 
	 	 EXPORT DEVELOPMENT CANADA,

    as a Senior Lender

	 
	 	 By:
	 	 /s/ Arturo Polisena







  Name:  Arturo Polisena

Title:  Risk Policy Manager
	 
	 	 By:
	 	 /s/ H. Clysdale







  Name:  H. Clysdale

Title:  Sr. CRM
	 
	 	 FORTIS CAPITAL CORP.,

    as a Senior Lender

	 
	 	 By:
	 	 /s/ Kerri L. Fox







  Name:  Kerri L. Fox

Title:  Managing Director
	 
	 	 By:
	 	 /s/ Harry T. Nullet







  Name:  Harry T. Nullet

Title: Director







7







 


					
	 
	 	NORDKAP BANK AG,

    as a Senior Lender
	 
	 	 By:
	 	 /s/ Jeffrey P. Riopelle







  Name:  Jeffrey P. Riopelle

Title:  SVP
	 
	 	 By:
	 	 /s/ Simona Kugler








  Name:  Simona Kugler

Title  Portfolio Manager
	 
	 	 FIRSTRAND (IRELAND) PLC,

    as a Senior Lender

	 
	 	 By:
	 	 /s/ Stephen Peters







  Name:  Stephen Peters

Title:  Authorised Signatory
	 
	 	 By:
	 	 /s/ Emma Brady







  Name:  Emma Brady

Title:  Authorised Signatory





8







 


					
	 
	 	BARCLAYS BANK PLC,

  as a Hedge Bank
	 
	 	 By:
	 	 /s/ Grant Willis







  Name:  Grant Willis

Title:  Managing Director
	 
	 	 BNP PARIBAS,

    as a Hedge Bank

	 
	 	 By:
	 	 /s/ Jeffrey Stufsky







  Name:  Jeffrey Stufsky

Title:  Managing Director
	 
	 	 By:
	 	 /s/ William Davidson







  Name:  William Davidson

Title:  Managing Director





9











QuickLinks



Exhibit 10.22 Execution Copy


FOURTH OMNIBUS AMENDMENT AGREEMENT


TABLE OF CONTENTS


RECITALS

ARTICLE I DEFINITIONS

ARTICLE II REPRESENTATIONS AND WARRANTIES

ARTICLE III SECURED PARTY CONSENTS AND APPROVALS

ARTICLE IV AMENDMENTS

ARTICLE V MISCELLANEOUS