The parties to this letter agreement hereby agree as follows:

Transcription

1 December 29, 2011 Corporación Nacional del Cobre de Chile Huérfanos 1270, Piso 10 Santiago, Chile Inversiones Mineras Acrux SpA Inversiones Gacrux SpA Inversiones Mineras Becrux Limitada c/o Corporación Nacional del Cobre de Chile Huérfanos 1270, Piso 10 Santiago, Chile Ladies and Gentlemen: Reference is made to (i) the Loan Facility Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the Loan Facility Agreement ), dated as of October 12, 2011, among Inversiones Mineras Acrux SpA ( Acrux ), Inversiones Gacrux SpA ( Gacrux SpA ), Inversiones Mineras Becrux Limitada ( Becrux Limitada ), Corporación Nacional del Cobre de Chile ( Codelco ), Mitsui & Co., Ltd. ( Mitsui ) and Oriente Copper Netherlands B.V. ( Mitsui Sub ) and (ii) the Transaction Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the Transaction Agreement ), dated as of October 12, 2011, among Acrux, Gacrux SpA, Becrux Limitada, Codelco, Mitsui and Mitsui Sub. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Loan Facility Agreement or Transaction Agreement, as the case may be. The parties to this letter agreement hereby agree as follows: 1. The definition of Business Day in Section 1.1 of the Loan Facility Agreement is hereby amended by replacing the word and prior to clause (b) of such definition with a comma and adding the following clause (c) after clause (b): and (c) for purposes of Section 2.4 or the Borrowing Notice, the term Business Day shall mean any day other than a Saturday, Sunday or a day on which banking institutions in The City of New York, New York, United States, Tokyo, Japan or Santiago, Chile are authorized by law or executive order to close. 2. Section 2.4 of the Loan Facility Agreement is hereby amended by replacing the reference to ten (10) Business Days prior to the Borrowing Date appearing therein with reference to six (6) Business Days prior to the Borrowing Date ; provided that during January 2012, the Closing Date shall occur on the date indicated in the table set forth below that corresponds to the actual date of delivery of the Notice of Borrowing:

2 Date of Notice of Borrowing (NY Time) Closing Date (NY Time) 2nd Mon 12th Thu 3rd Tue 12th Thu 4th Wed 12th Thu 5th Thu 13th Fri 6th Fri 17th Tue 7th Sat 17th Tue 8th Sun 17th Tue 9th Mon 17th Tue 10th Tue 17th Tue 11th Wed 18th Wed 12th Thu 19th Thu 13th Fri 20th Fri 14th Sat 23rd Mon 15th Sun 23rd Mon 16th Mon 23rd Mon 17th Tue 24th Tue 18th Wed 25th Wed 19th Thu 26th Thu 20th Fri 27th Fri 21st Sat 30th Mon 22nd Sun 30th Mon 23rd Mon 30th Mon 24th Tue 31st Tue 25th Wed 1st FEB Wed 26th Thu 2nd FEB Thu 27th Fri 3rd FEB Fri 28th Sat 6th FEB Mon 29th Sun 6th FEB Mon 30th Mon 6th FEB Mon 31st Tue 7th FEB Tue 3. Section 4.2(b)(iii) of the Loan Facility Agreement is hereby amended by replacing the reference to the Maximum Sur Interest appearing therein with reference to a Sur Ownership Percentage equal to at least 24.5%. 4. Section 3.2(ii) of the Transaction Agreement is hereby amended by replacing the reference to 25% appearing therein with reference to 24.5%. 5. Section 3.8 of the Transaction Agreement is hereby amended by replacing the reference to From the date hereof until the earlier to occur of (a) the Closing Date and (b) the Bridge Loan Commitment Termination Date appearing therein with reference to From the date hereof until the earlier to occur of (a) the Conversion Date and (b) the Bridge Loan Commitment

3 Termination Date and adding the following proviso at the end of Section 3.8: ; provided that this Section 3.8 shall terminate with respect to any portion of the Maximum Sur Interest acquired by Codelco using the proceeds of the Initial Bridge Loan. Each of the parties hereto acknowledges and agrees that it continues to be bound by the terms and provisions of the Loan Facility Agreement and the Transaction Agreement, except as expressly amended hereby, which terms and provisions are hereby reaffirmed and remain in full force and effect. This letter agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Notwithstanding anything to the contrary in Section 9.7 of the Loan Facility Agreement or Section 8.13 of the Transaction Agreement, this letter agreement shall be deemed to form part of the understanding and agreement between the parties as to the matters covered by the Transaction Documents. This letter agreement and the rights and obligations of the parties under this letter agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York, without giving effect to its principles or rules of conflicts of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. Any dispute, controversy or claim arising out of, relating to or in connection with this letter agreement, including any dispute regarding its validity or termination, or the performance or breach hereof, shall be finally settled pursuant to the dispute resolution mechanism set forth in the Loan Facility Agreement. [Remainder of page intentionally left blank]

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