AMENDING AGREEMENT NO. 1 MEMORANDUM OF AGREEMENT made as of June 17, 2016

AMENDING AGREEMENT NO. 1

MEMORANDUM OF AGREEMENT made as of June 17, 0000

X X X X X X X:

HUDBAY MINERALS INC.,
as Borrower,

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XXXXXX BAY MINING AND SMELTING
CO., LIMITED,
as Borrower,

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CERTAIN OF THEIR RESPECTIVE
SUBSIDIARIES,
as Guarantors, Material Subsidiaries, Restricted
Subsidiaries and/or Obligors,

- and -

THE BANK OF NOVA SCOTIA,
as Administrative Agent,

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THE LENDERS FROM TIME TO TIME
PARTY TO THE CREDIT AGREEMENT.

WHEREAS the Borrowers, certain of their Subsidiaries, the Agent and certain financial institutions as lenders entered into a third amended and restated credit agreement dated as of March 30, 2016 (as amended, modified, supplemented or replaced to the date hereof, the "Credit Agreement");

AND WHEREAS the parties hereto wish to amend the Credit Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises, the covenants herein contained and for other valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties hereto agree as follows:

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1. Interpretation

(a)                   All words and expressions defined in the Credit Agreement and not otherwise defined in this Agreement have the meaning specified in the Credit Agreement, as amended by this Agreement (notwithstanding the application of Section 2).

(b)                   Sections 1.2, 1.3, 1.4 and 13.2 of the Credit Agreement are incorporated herein by reference.

(c)                   Unless expressly stated otherwise, all references herein to sections of an agreement other than this Agreement shall be to sections of the Credit Agreement.

(d)                   Section headings are for convenience only.

2. Effective Date

The amendments set forth in Section 3 herein shall be effective on and as of the date the conditions set forth in Section 5 have been satisfied.

3. Amendments to the Credit Agreement

	(a)	The definition "Maximum Available Amount" in Section 1.1 of the Credit Agreement is amended by deleting the reference to "US$300,000,000" and replacing it with "US$330,000,000".
	(b)	Section 2.6(a) of the Credit Agreement is amended by deleting the reference to "US$50,000,000" and replacing it with "US$20,000,000".
	(c)	Section 5 of Schedule B of the Credit Agreement is amended by deleting the reference to "US$300,000,000".
	(d)	Schedule A of the Credit Agreement is amended by deleting such Schedule in its entirety and replacing it with Schedule A hereto.

4. Representations & Warranties

Each Obligor represents and warrants to the Agent and the Lenders, acknowledging and confirming that the Agent and the Lenders are relying thereon without independent inquiry, that:

(a) the representations and warranties set forth in the Loan Documents and given by it are true and correct in all material respects on and as of the date hereof (except to the extent such representations and warranties relate to a specific date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such date); and

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(b) no Default or Event of Default has occurred and is continuing nor shall any Default or Event of Default result from the execution, delivery or performance of this Agreement.

5. Conditions Precedent

Section 3 of this Agreement shall not be effective until satisfaction or waiver of the following conditions, each to the satisfaction of the Lenders:

	(a)	this Agreement shall be executed and delivered by the parties hereto;
	(b)	the representations and warranties set forth in Section 4 of this Agreement shall be true and correct;
	(c)	no Default or Event of Default shall have occurred and be continuing; and
	(d)	the Agent shall have received such other documents as the Lenders may reasonably require.

The conditions set forth in this Section 5 are inserted for the sole benefit of the Lenders and may be waived, in whole or in part by the Lenders, with or without terms or conditions.

6. Confirmation of Security, etc.

Each Obligor hereby confirms that each of the Security Documents which it has delivered to the Agent and the Lenders:

	(a)	remains in full force and effect as general and continuing collateral security over all of the assets, property and undertaking of such Obligor, whether now or in the future owned or acquired, and the security interests, mortgages, charges, liens, assignments, transfers and pledges granted in favour of the Agent and the Lenders pursuant to the Security Documents continue to secure all of the debts, liabilities and obligations of such Obligor to the Agent and the Lenders now or hereafter arising, to the extent provided therein; and
	(b)	is enforceable against it by the Agent in accordance with its terms.

7. Miscellaneous

(a)                   The parties hereto agree that this Agreement shall be a Loan Document.

(b)                   With the exception of the foregoing amendments, the Credit Agreement shall continue in full force and effect, unamended.

(c)                   This Agreement and the Credit Agreement shall enure to the benefit of and be binding upon the parties, their successors and any permitted assigns.

(d)                   This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

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(e)                   This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(f)                   The Obligors shall promptly cure any default in its execution and delivery of this Agreement. The Obligors, at the expense of the Borrower, will promptly execute and deliver, or cause to be executed and delivered, to the Agent, upon reasonable request, all such other and further documents, agreements, certificates and instruments in compliance with, or accomplishment of the covenants and agreements of the Obligors hereunder or more fully to state the obligations of the Obligors as set out herein or in the Credit Agreement or to make any recording, file any notice or obtain any consents, all as may be necessary or appropriate in connection therewith.

(g)                   Time is of the essence of this Agreement.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement.

	HUDBAY MINERALS INC.
	by	“Xxx Xxxxxxx”
	Name:  Xxx Xxxxxxx
	Title:   Vice President and Treasurer
	XXXXXX BAY MINING AND
	SMELTING CO., LIMITED
	by	“Xxx Xxxxxxx”
	Name:   Xxx Xxxxxxx
	Title:     Vice President and Treasurer
	HUDBAY MARKETING & SALES
	INC.
	by	“Xxx Xxxxxxx”
	Name:   Xxx Xxxxxxx
	Title:     Vice President and Treasurer
	XXXXXX BAY EXPLORATION AND
	DEVELOPMENT COMPANY
	LIMITED
	by	“Xxxxxxx Xxxxxxxx”
	Name:    Xxxxxxx Xxxxxxxx
	Title:      Vice President and General
		Counsel
	HUDBAY PERU INC.
	by	“Xxxxxxx Xxxxxxxx”
	Name:     Xxxxxxx Xxxxxxxx
	Title:       Vice President and General
		Counsel

Signature Page to Amending Agreement Xx. 0 (Xxx)

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	XXXXXX XXXX S.A.C.
	by	“Xxxx Xxxx”
	Name:     Xxxx Xxxx
	Title:       General Manager
	HUDBAY (BVI) INC.
	by	“Xxxx Xxxx”
	Name:    Xxxx Xxxx
	Title:      President
	6502873 CANADA INC.
	by	“Xxxxxxx Xxxxxxxx”
	Name:    Xxxxxxx Xxxxxxxx
	Title:     Vice President and General
		Counsel
	8988277 CANADA INC.
	by	“Xxxxxxx Xxxxxxxx”
	Name:     Xxxxxxx Xxxxxxxx
	Title:       Vice President and General
		Counsel
	HUDBAY ARIZONA
	CORPORATION
	by	“Xxxxxxx Xxxxxxxx”
	Name:      Xxxxxxx Xxxxxxxx
	Title:        Vice President and General
		Counsel
	COBRE VERDE DE MEXICO, S.A.
	DE C.V.
	by	“Xxxxxxx Xxxxxx”
	Name:     Xxxxxxx Xxxxxx
	Title:       President

Signature Page to Amending Agreement No. 1 (Cda)

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	HUDBAY ARIZONA (CANADA)
	CORPORATION
	by	“Xxxxxxx Xxxxxxxx”
	Name:     Xxxxxxx Xxxxxxxx
	Title:       Vice President and General
		Counsel
	HUDBAY ARIZONA (BARBADOS)
	SRL
	by	“Xxxxxxx Xxxxxx”
	Name:      Xxxxxxx Xxxxxx
	Title:        Vice President, Arizona
		Business Unit
	HUDBAY ARIZONA (US)
	CORPORATION
	by	“Xxxxxxx Xxxxxx”
	Name:     Xxxxxxx Xxxxxx
	Title:       Director and Vice President,
		Xxxxxxx Xxxxxxxx Xxxx
	XXXXXX XXXXXXX (XX) HOLDING
	CORPORATION
	by	“Xxxxxxx Xxxxxx”
	Name:      Xxxxxxx Xxxxxx
	Title:       Director and Vice President,
		Arizona Business Unit
	COBRE VERDE DEVELOPMENT
	CORPORATION
	by	“Xxxxxxx Xxxxxx”
	Name:     Xxxxxxx Xxxxxx
	Title:       Director and Vice President,
		Arizona Business Unit

Signature Page to Amending Agreement No. 1 (Cda)

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	ROSEMONT COPPER COMPANY
	by	“Xxxxxxx Xxxxxx”
	Name:     Xxxxxxx Xxxxxx
	Title:      Director and Vice President,
		Arizona Business Unit
	SAN XXXX PROPERTIES, LLC,
	an Arizona Limited Liability Company
	by ROSEMONT COPPER
	COMPANY, an Arizona Corporation,
	Member
	by	“Xxxxxxx Xxxxxx”
	Name:      Xxxxxxx Xxxxxx
	Title:       Director and Vice President,
		Arizona Business Unit
	SAN XXXX SOUTH, LLC,
	an Arizona Limited Liability Company
	by ROSEMONT COPPER
	COMPANY, an Arizona Corporation,
	Member
	by	“Xxxxxxx Xxxxxx”
	Name:      Xxxxxxx Xxxxxx
	Title:        Director and Vice President,
		Arizona Business Unit
	XXXXXX PROPERTIES, LLC,
	an Arizona Limited Liability Company
	by ROSEMONT COPPER
	COMPANY, an Arizona Corporation,
	Member
	by	“Xxxxxxx Xxxxxx”
	Name:    Xxxxxxx Xxxxxx
	Title:      Director and Vice President,
		Arizona Business Unit

Signature Page to Amending Agreement No. 1 (Cda)

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	XXXXXX JUNCTION, LLC,
	an Arizona Limited Liability Company
	by ROSEMONT COPPER
	COMPANY, an Arizona Corporation,
	Member
	by	“Xxxxxxx Xxxxxx”
	Name:    Xxxxxxx Xxxxxx
	Title:      Director and Vice President,
		Arizona Business Unit

Signature Page to Amending Agreement No. 1 (Cda)

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Administrative Agent
	THE BANK OF NOVA SCOTIA
	by	“Xxxxxxx Xx”
	Name:    Xxxxxxx Xx
	Title:      Director
		“Xxxx Xxxxxxxx”
	Name:     Xxxx Xxxxxxxx
	Title:       Analyst
The Lenders
	CANADIAN IMPERIAL BANK OF
	COMMERCE
	by	“Xxxxx Xxxxxxx”
	Name:     Xxxxx Xxxxxxx
	Title:       Executive Director
		“Xxxx Xxxxxxxx”
	Name:     Xxxx Xxxxxxxx
	Title:       Executive Director
	THE BANK OF NOVA SCOTIA
	by	“Xxxxxxx Xxxx”
	Name:    Xxxxxxx Xxxx
	Title:      Managing Director
		“Xxxxxxx XxxXxxx”
	Name:    Xxxxxxx XxxXxxx
	Title:      Associate Director

Signature Page to Amending Agreement No. 1 (Cda)

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	ING CAPITAL LLC
	by	“Remko van de Water”
	Name:    Remko van de Water
	Title:      Managing Director
	by	“Xxxxxxx van Bemmelen”
	Name:    Xxxxx van Bemmelen
	Title:      Vice President
	BANK OF MONTREAL
	by	“Xxxxxx Xxxxxx”
	Name:    Xxxxxx X. Xxxxxx
	Title:      Director
	ROYAL BANK OF CANADA
	by	“Stam Fountoulakis”
	Name:    Stam Fountoulakis
	Title:      Authorized Signatory
	THE TORONTO-DOMINION BANK
	by	“Xxxx Xxxxxxx”
	Name:    Xxxx Xxxxxxx
	Title:      Director
		“Xxxxxxx Xxxxxx”
	Name:    Xxxxxxx Xxxxxx
	Title:      Managing Director
	NATIONAL BANK OF CANADA
	by	“Xxxxx Xxxxxxx”
	Name:    Xxxxx Xxxxxxx
	Title:      Managing Director
	by	“Xxxxx Xxxxxx”
	Name:    Xxxxx Xxxxxx
	Title:     Managing Director

Signature Page to Amending Agreement No. 1 (Cda)

Schedule A

Schedule B

LENDERS' APPLICABLE PERCENTAGES

The Bank of Nova Scotia	18.87% (original Commitment $62,264,150.94)
Canadian Imperial Bank of Commerce	18.87% (original Commitment $62,264,150.94)
ING Capital LLC	18.87% (original Commitment $62,264,150.94)
Bank of Montreal	12.58% (original Commitment $41,509,433.96)
Royal Bank of Canada	12.58% (original Commitment $41,509,433.96)
The Toronto-Dominion Bank	12.58% (original Commitment $41,509,433.96)
National Bank of Canada	5.66% (original Commitment $18,679,245.28)