AMENDMENT TO LOAN AGREEMENT

Exhibit 99.2

AMENDMENT TO LOAN AGREEMENT

THIS AMENDMENT to the Loan Agreement subscripted in September 10^th, 2004 is made as of the 15 day of December 2005 by and between: Minera Santa Xxxx X.X. (hereinafter referred to as “MSC” or the “Borrower”), a company organized and validly existing under the laws of Argentina, with domicile at Sargento Xxxxxx 124- B˚ 0 xx Xxxxx- (0000), Xxxx xx Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, herein represented by Xxxxxxx Xxxxxx; Minera Andes S.A. (hereinafter referred to as “MASA” or a “Lender”), a company organized and validly existing under the laws of Argentina, with domicile at Perú 000, 0^xx xxxxx, Xxxx xx Xxxxxxx, Xxxxxxxxx, herein represented by Xxxxx Xxxxxx Gei; Lorenzon Limited (hereinafter referred to as “Lorenzon” or a “Lender” and, collectively with MASA, the “Lenders”), a corporation organized and validly existing under the laws of the Cayman Islands, with domicile at The Scotiabank Building, P.O. Box 501GT, 3^rd Floor, Xxxxxx Town, Grand Cayman, herein represented by Xxxxxxxx Xxxxxx; Minera Andes Inc., (hereinafter referred to as “MAI”), a corporation organized and validly existing under the laws of the Province of Alberta, Canada, with its head office at 000 Xxxx Xxxxxxxxx Xxxx, Xxxxx X, Xxxxxxx, Xxxxxxxxxx, X.X.X., 00000, herein represented by Xxxxx Xxxxxxx; and Xxxxxxxx Xxxxxxxxxx & Compañia Limitada S.A.C. (hereinafter referred to as “MHC”), a company organized and validly existing under the laws of Peru, with domicile at Pasaje El Xxxxxx No 180, Urbanización el Xxxxxx de Monterrico, Xxxxxxxx de Surco, Lima, Peru, herein represented by Xxxxxx Xxxxxxxx (hereinafter the Lenders, the Borrower, MAI and MHC are referred to jointly as the “Parties”).

WHEREAS the Parties entered into a Loan Agreement dated as of September 10^th, 2004 (the “Agreement”)

By mutual consent as witnessed by the signing of this document it is hereby agreed the following:

1.

From the date above written and for the future advances that Lenders will make at MSC’s request, MASA hereby assigns and transfers its rights and obligations under the Agreement with respect to such future advance to MAI and MAI hereby assumes all such obligations. Therefore, MAI shall act as a Lender instead of MASA and shall participate with 49% of each Cash Call.

2.

Notwithstanding what is agreed above, the Parties agree that MASA shall maintain its position as a Lender for all advances made until the date of this Amendment.

3.

The Loan shall be used for the purpose to fund MSC’s costs and investments including: intangible assets, properties and equipment (PP&E), mining exploration, evaluation and development activities.

4.

Future advances shall be credited to the following bank account:

Beneficiary: Minera Santa Xxxx X.X.
Bank: Banco de Credito del Peru – Miami Agency
Address: 000 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxx Xxxxxx, Xxxxxxx 00000
ABA: 000000000
SWIFT: BCPLUS33
Account No.: 201030010000045

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5.

MAI shall be allowed to assign the Agreement, any rights and obligations hereunder, and any loans made under the Agreement as amended, to MASA. MAI shall be allowed to assign the Agreement to any other direct or indirect subsidiary of MAI, subject to the provisions in Clause 9.2 of the Agreement.

6.

The Parties agree that all the terms of the Agreement, except as amended hereby, shall remain in full force and effect. This amended shall be governed by the law of the Agreement.

IN WITNESS WHEREOF the parties have executed this amendment as of the day and month above written.

MINERA SANTA XXXX X.X.			XXXXXXXX LIMITED
/s/ Xxxxxxx Xxxxxx			/s/ Xxxxxxxx Xxxxxx
By :	Xxxxxxx Xxxxxx		By :	Xxxxxxxx Xxxxxx
Title :	President		Title :	Representative
MINERA ANDES S.A.			XXXXXX XXXXXX INC.
/s/ Xxxxx Xxxxxx Gei			/s/ Xxxxx Xxxxxxx
By :	Xxxxx Xxxxxx Gei		By :	Xxxxx Xxxxxxx
Title :	Director		Title :	President
XXXXXXXX XXXXXXXXXX & COMPAÑIA LIMITADA S.A.C.
/s/ Xxxxxx Xxxxxxxx
By:	Xxxxxx Xxxxxxxx
Title:	Representative

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