Exhibit C
APEX SILVER MINES LIMITED
CALEDONIAN HOUSE, XXXX STREET
XXXXXX TOWN, GRAND CAYMAN
CAYMAN ISLANDS
March 21, 1997
Dear Investor:
Reference is made to the terms of that certain Shareholders' Agreement (the
"Agreement") dated as of August 6, 1996 by and among Apex Silver Mines Limited
(the "Company"), you (or your organization, as applicable), and certain other
shareholders of the Company or Apex Silver Mines LDC.
The Company has determined that it is in its best interests to have the
flexibility to increase or decrease the size of its board of directors.
Therefore, the parties to the Agreement agree as follows:
1. All defined terms used herein and not otherwise defined are as defined
in the Agreement.
2. Section 2(c) of the Agreement is hereby amended by designating such
section 2(d) and substituting the following as Section 2(c):
"(c) Notwithstanding anything else contained in Sections 2(a) or 2(b) to
the contrary, the Board shall have the authority to increase or decrease the
size of the Board (and fill any vacancy occurring from such increase) so long as
each of the Consolidated Representatives, the Litani Representative and the
Silver Holdings Representatives approves such increase or decrease and any such
new director. To the extent Litani has not exercised such right then the
Consent of Litani shall be required."
3. Except as so modified, the Agreement is hereby ratified and confirmed
in all respects.
APEX SILVER MINES LIMITED
Xxxxxx X. Xxxxxx
Chairman
APPROVED AND AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE.
----------------------------------------------------------
By:
----------------------------
Name:
Title:
PLEASE FAX SIGNED CONSENT TO: AKIN, GUMP XXXXXXX, XXXXX & XXXX, L.L.P.
ATTENTION: XXXXXXX XXXXXXX, ESQ.
FACSIMILE NO.: (000) 000-0000
