UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2020

Commission File Number: 001-34244

HUDBAY MINERALS INC.
(Translation of registrant’s name into English)

25 York Street, Suite 800
Toronto, Ontario
M5J 2V5, Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [   ]                    Form 40-F [X]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [   ]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [   ]                     No [X]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____________________________

EXPLANATORY NOTE

On September 2, 2020, Hudbay Minerals Inc. (“Hudbay”) filed on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com the following documents: (1) Amendment 5 to Canadian Credit Agreement, (2) Amendment 5 to Peruvian Credit Agreement, (3) Amendment 6 to Canadian Credit Agreement, (4) Amendment 6 to Peruvian Credit Agreement, (5) Amendment 7 to Canadian Credit Agreement, and (6) Amendment 7 to Peruvian Credit Agreement.

Copies of the filings are attached to this Form 6-K and incorporated herein by reference, as follows:

• Exhibit 99.1 — Amendment 5 to Canadian Credit Agreement

• Exhibit 99.2 — Amendment 5 to Peruvian Credit Agreement

• Exhibit 99.3 — Amendment 6 to Canadian Credit Agreement

• Exhibit 99.4 — Amendment 6 to Peruvian Credit Agreement

• Exhibit 99.5 — Amendment 7 to Canadian Credit Agreement

• Exhibit 99.6 — Amendment 7 to Peruvian Credit Agreement

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 3, 2020

3

EXHIBIT INDEX

The following exhibits are furnished as part of this Form 6-K:

4

AMENDING AGREEMENT NO. 5

MEMORANDUM OF AGREEMENT made as of June 3, 2020.

AMONG:

HUDBAY MINERALS INC.,

as Borrower,

- and -

CERTAIN OF ITS SUBSIDIARIES,

as Guarantors, Material Subsidiaries, Restricted Subsidiaries and/or Obligors,

- and -

THE BANK OF NOVA SCOTIA,

as Administrative Agent,

- and -

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

WHEREAS the Borrower, certain of its Subsidiaries, the Agent and certain financial institutions as lenders entered into a fourth amended and restated credit agreement dated as of July 14, 2017 as amended as of May 15, 2018, June 15, 2018, January 24, 2019 and February 12, 2020 (as further amended, modified, supplemented or replaced to the date hereof, the "Credit Agreement");

AND WHEREAS the parties hereto wish to further 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:

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. Effectiveness of Amendments

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) Section 1.1 of the Credit Agreement is amended by adding the following definitions in their proper alphabetical order:

""New Britannia Financing Transaction" means the Prepaid Metals Transaction entered into by and between the Borrower and certain of the Lenders on May 7, 2020, pursuant to which the Borrower received an aggregate upfront payment of approximately US$115 million in exchange for an agreement to deliver a total of 79,954 gold ounces to such Lenders in 2022 and 2023."

"Prepaid Metals Transaction" means any Derivative transaction involving the sale and purchase of precious metals, other minerals or commodities entered into between the Borrower or any other Restricted Party and any Person, pursuant to which such Person makes an upfront pre-payment to the Borrower or any other Restricted Party as consideration for the delivery by the Borrower or any other Restricted Party of a fixed quantity of precious metals, other minerals or commodities (as applicable); provided that, for the avoidance of doubt, (i) precious metals streaming transactions and royalty agreements, including those entered into pursuant to the SW Documents and any transactions of a similar nature that may be entered into in the future, shall not be considered Prepaid Metals Transactions for purposes of this Agreement; and (ii) a Prepaid Metals Transaction may be but is not necessarily a Deferred Revenue Financing Arrangement."

(b) Section 1.1 of the Credit Agreement is further amended by deleting paragraph (a)(i) of the definition of "B/A Discount Rate" in its entirety and replacing it with the following:

"(a) with respect to any B/A accepted by a Lender named on Schedule I to the Bank Act (Canada), either:

(i) the greater of 0.00% and the average rate that appears on the Reuters screen CDOR page at or about 10:00 a.m. on the applicable Advance Date, for bankers' acceptances having an identical maturity date to the maturity date of that B/A; or"

(c) Section 1.1 of the Credit Agreement is further amended by adding the following text at the end of the definition "Derivative" after the word "transactions":

"provided that for clarity, a Prepaid Metals Transaction shall constitute a Derivative;"

(d) Section 1.1 of the Credit Agreement is further amended by deleting the definition of "Lenders" and replacing it with the following:

""Lenders" means each of the Persons listed on Schedule A and other lenders that from time to time become Lenders in accordance with Article 11, including the Issuing Banks, and "Lender" means any one of them. Notwithstanding the foregoing, references in this Agreement or any other Loan Documents to the Lenders in the context of the Agent holding Guarantees or any Lien for the benefit or on behalf of the Lenders shall be interpreted as including Affiliates of Lenders who may hold Other Secured Obligations from time to time."

(e) Section 1.1 of the Credit Agreement is further amended by deleting the last sentence of the definition of "LIBO Rate" and replacing it with the following:

"Provided that notwithstanding the foregoing the LIBO Rate shall not be less than 0.00%.".

(f) Section 1.1 of the Credit Agreement is further amended by deleting the definition of "Prime Rate" in its entirety and replacing it with the following:

""Prime Rate" means, on any day, the greater of:

(a) 0.00%;

(b) the annual rate of interest established by the Agent as its reference rate for that day for commercial loans made by it in Canada in Canadian Dollars; and

(c) the average rate for 30 day Canadian Dollar bankers' acceptances that appears on the Reuters Screen CDOR Page at 10:00 a.m. Toronto time on that day, plus 1.00% per annum."

(g) Article 3 of the Credit Agreement is amended by changing the title from "GUARANTEES" to "GUARANTEES, ETC."

(h) Section 3.2 of the Credit Agreement is amended by deleting such Section in its entirety and replacing it with the following:

"3.2 Obligations Secured by the Security Documents and Guaranteed by the Guarantees

(a) Unless otherwise agreed by the Lenders among themselves, the Guarantees and the Security Documents (and any security that may be held from time to time by or for the benefit of the Lenders) shall support the following obligations pari passu with each other:

(i) the Obligations;

(ii) the present and future debts, liabilities and obligations of a Hudbay Group Member to the Agent, any Lender or Affiliate of a Lender (collectively, the "Other Secured Obligations") under or in connection with (i) cash management arrangements, (ii) other transactions not made under this Agreement if it is agreed in writing after November 3, 2010 by the Obligors and the Agent acting on the instructions of the Required Lenders that such debts, liabilities and obligations shall be guaranteed, and (iii) Derivatives that are permitted under this Agreement (including without limitation in connection with any Deferred Revenue Financing Arrangement or Prepaid Metals Transactions (other than the Constancia SPA, the 777 PMPA and the Augusta Streaming Agreement); and

(iii) notwithstanding that any Person ceases to be a Lender for any reason, Other Secured Obligations shall not cease to be guaranteed (and secured by any security that may be held from time to time by or for the benefit of the Agent and/or the Lenders including pursuant to the Security Documents) without the prior written consent of the applicable former Lender or Affiliate to whom the Other Secured Obligations are owed. Notwithstanding the foregoing, Other Secured Obligations owing to a Person who has ceased to be a Lender or its Affiliates shall not include any such Other Secured Obligations arising solely under agreements or instruments entered into on or after the date such Person ceased to be a Lender for any reason. If the Obligations (other than those existing in respect of Other Secured Obligations) have been indefeasibly paid in full and the Commitments have been cancelled, the Agent, the Lenders and their Affiliates (and each former Lender or its Affiliates who benefit from the Liens referred to in this Section 3.2) shall release their interest in the Liens granted pursuant to the Security Documents and their rights under the Guarantees on receiving Cash Collateral to secure the Other Secured Obligations, in an amount satisfactory to the Lenders and their Affiliates (including each former Lender or its Affiliates to whom such Other Secured Obligations are owed) to whom Other Secured Obligations are owed.

(b) Notwithstanding the rights of Lenders and Affiliates to benefit from the Security Documents and the Guarantees in respect of the Other Secured Obligations, all decisions concerning the Obligations (other than those arising in respect of the Other Secured Obligations) and Guarantees (and any security that may be held from time to time by or for the benefit of the Agent and/or the Lenders including pursuant to the Security Documents) and the enforcement thereof shall be made by the Agent, the Lenders or the Required Lenders in accordance with this Agreement and no Lender (including any former Lender) or Affiliate to whom Other Secured Obligations are owed from time to time shall have any additional right to influence the Security Documents, the Guarantees (or any security granted in connection therewith including pursuant to the Security Documents) or their enforcement as a result of holding Other Secured Obligations as long as this Agreement remains in force. Notwithstanding the termination of this Agreement by reason of payment of the Credit, or for any other reason (but subject always to the last sentence of Section 3.2(a)(iii)), the Other Secured Obligations shall continue to be guaranteed by the Guarantees (and secured by the Security Documents). After the termination of this Agreement, decisions concerning the Guarantees (and any Liens granted under the Security Documents) shall be made by the holders of Other Secured Obligations referred to above as they may determine among themselves.

(c) The Agent: (i) agrees to hold the benefit of this Section 3.2 and all other rights and provisions granted to or in favour of any Affiliates of any Lender contained in any Loan Document in trust for the benefit of each Lender and its Affiliates; and (ii) covenants to afford the benefit of all such rights and provisions to such Lender and its Affiliates.

(d) The parties hereto agree that the provisions of this Section 3.2 shall survive: (i) the termination of this Agreement; and each of the other Loan Documents and the repayment of the Obligations and the Other Secured Obligations (until such time as all Obligations and Other Secured Obligations owing by the Obligors to the Lenders and their Affiliates have been fully, finally and indefeasibly paid, satisfied and discharged in full) and (ii) the assignment by a Lender (or, if applicable, its Affiliates) of all of its Commitment and Advances in accordance with Section 11.2 and its or, if applicable, its Affiliates rights and obligations under any other Loan Documents until, in respect of a Lender and its Affiliates, all Obligations and Other Secured Obligations owing by the Obligors to such Lender and its Affiliates are fully, finally and indefeasibly paid, satisfied and discharged in full."

(i) Section 8.6(d)(i) of the Credit Agreement is amended by deleting such Section in its entirety and replacing it with the following:

"(i) enter into Derivatives of any kind (without limiting Section 8.6(d)(ii) and Section 8.6(d)(iii)) except:

(A) (I) if the Derivatives are entered into with Lenders or Affiliates of Lenders, or with other Persons on an unsecured basis; and

(II) if the Derivatives are entered into to hedge or mitigate bona fide interest rate, currency, commodity or other financial risks to which the Restricted Parties are exposed in the conduct of their business or the management of their liabilities and not for speculative purposes; or

(B) with respect to HB Peru SAC only, if the Derivatives are entered into to hedge or mitigate bona fide interest rate, currency, commodity or other financial risks to which HB Peru SAC is exposed in the conduct of its business or the management of its liabilities and not for speculative purposes;"

(j) Section 8.6 of the Credit Agreement is amended by adding a new paragraph (o) at the end of such Section as follows:

"(o) Prepaid Metals Transactions.  Without the prior written consent of all of the Lenders, no Restricted Party shall enter into a Prepaid Metals Transaction on or after May 7, 2020. For certainty, this Section 8.6(o) does not apply in respect of the New Britannia Financing Transaction."

(k) Section 10.7(c)(i) of the Credit Agreement is amended by adding the words "or Section 8.6(o)" immediately following the reference to "Section 5.1".

(l) Section 10.7 of the Credit Agreement is further amended by adding the following new Section 10.7(g) immediately following Section 10.7(f):

"(g) Without limiting any other provision contained in this Section 10.7, the parties hereto agree that Section 3.2 of the Credit Agreement may not be amended, modified or waived without the prior written consent of the Agent, each Lender, its Affiliates and any former Lender (or any of its Affiliates) to whom Other Secured Obligations are owed and which are guaranteed or subject to any Lien granted pursuant the Security as contemplated in Section 3.2."

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

(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;

(d) all reasonable out-of-pocket fees and expenses (including the fees and expenses of Davies Ward Phillips & Vineberg LLP) incurred by the Agent and the Lender in connection with the preparation of this Agreement shall have been paid by the Borrower; and

(e) the Agent shall have received such other documents as the Lenders may reasonably require.

6. Confirmation of Security, etc.

(a) Each of the Guarantors confirms that each of the Guarantees remain in full force and effect and is enforceable against it in accordance with its terms.

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

(i) 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

(ii) 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.

(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.

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

Administrative Agent

The Lenders

AMENDING AGREEMENT NO. 5

MEMORANDUM OF AGREEMENT made as of June 3, 2020.

AMONG:

HUDBAY PERU S.A.C.,

as Borrower,

- and -

CERTAIN OF ITS AFFILIATES,

as Guarantors, Material Subsidiaries, Restricted Subsidiaries and/or Obligors,

- and -

THE BANK OF NOVA SCOTIA,

as Administrative Agent,

- and -

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

WHEREAS the Borrower, certain of its Affiliates, the Agent and certain financial institutions as lenders entered into a second amended and restated credit agreement dated as of July 14, 2017 as amended as of May 15, 2018, June 15, 2018, January 24, 2019 and February 12, 2020 (as further amended, modified, supplemented or replaced to the date hereof, the "Credit Agreement");

AND WHEREAS the parties hereto wish to further 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:

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. Effectiveness of Amendments

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) Section 1.1 of the Credit Agreement is amended by adding the following definitions in their proper alphabetical order:

""New Britannia Financing Transaction" means the Prepaid Metals Transaction entered into by and between Hudbay and certain of the Lenders on May 7, 2020, pursuant to which Hudbay received an aggregate upfront payment of approximately US$115 million in exchange for an agreement to deliver a total of 79,954 gold ounces to such Lenders in 2022 and 2023."

"Prepaid Metals Transaction" means any Derivative transaction involving the sale and purchase of precious metals, other minerals or commodities entered into between the Borrower or any other Restricted Party and any Person, pursuant to which such Person makes an upfront pre-payment to the Borrower or any other Restricted Party as consideration for the delivery by the Borrower or any other Restricted Party of a fixed quantity of precious metals, other minerals or commodities (as applicable); provided that, for the avoidance of doubt, (i) precious metals streaming transactions and royalty agreements, including those entered into pursuant to the SW Documents and any transactions of a similar nature that may be entered into in the future, shall not be considered Prepaid Metals Transactions for purposes of this Agreement; and (ii) a Prepaid Metals Transaction may be but is not necessarily a Deferred Revenue Financing Arrangement."

(b) Section 1.1 of the Credit Agreement is further amended by adding the following text at the end of the definition "Derivative" after the word "transactions":

"provided that for clarity, a Prepaid Metals Transaction shall constitute a Derivative;"

(c) Section 1.1 of the Credit Agreement is further amended by deleting the definition of "Lenders" and replacing it with the following:

""Lenders" means each of the Persons listed on Schedule A and other lenders that from time to time become Lenders in accordance with Article 11, including the Issuing Banks, and "Lender" means any one of them. Notwithstanding the foregoing, references in this Agreement or any other Loan Documents to the Lenders in the context of the Agent holding Guarantees or any Lien for the benefit or on behalf of the Lenders shall be interpreted as including Affiliates of Lenders who may hold Other Secured Obligations from time to time."

(d) Section 1.1 of the Credit Agreement is further amended by deleting the last sentence of the definition of "LIBO Rate" and replacing it with the following:

"Provided that notwithstanding the foregoing the LIBO Rate shall not be less than 0.00%.".

(e) Article 3 of the Credit Agreement is amended by changing the title from "GUARANTEES" to "GUARANTEES, ETC."

(f) Section 3.2 of the Credit Agreement is amended by deleting such Section in its entirety and replacing it with the following:

"3.2 Obligations Secured by the Security Documents and Guaranteed by the Guarantees

(a) Unless otherwise agreed by the Lenders among themselves, the Guarantees and the Security Documents (and any security that may be held from time to time by or for the benefit of the Lenders) shall support the following obligations pari passu with each other:

(i) the Obligations;

(ii) the present and future debts, liabilities and obligations of a Hudbay Group Member to the Agent, any Lender or Affiliate of a Lender (collectively, the "Other Secured Obligations") under or in connection with (i) cash management arrangements, (ii) other transactions not made under this Agreement if it is agreed in writing after March 30, 2016 by the Obligors and the Agent acting on the instructions of the Required Lenders that such debts, liabilities and obligations shall be guaranteed, and (iii) Derivatives that are permitted under this Agreement (including without limitation in connection with any Deferred Revenue Financing Arrangement or Prepaid Metals Transactions (other than the Constancia SPA, the 777 PMPA and the Augusta Streaming Agreement); and

(iii) notwithstanding that any Person ceases to be a Lender for any reason, Other Secured Obligations shall not cease to be guaranteed (and secured by any security that may be held from time to time by or for the benefit of the Agent and/or the Lenders including pursuant to the Security Documents) without the prior written consent of the applicable former Lender or Affiliate to whom the Other Secured Obligations are owed. Notwithstanding the foregoing, Other Secured Obligations owing to a Person who has ceased to be a Lender or its Affiliates shall not include any such Other Secured Obligations arising solely under agreements or instruments entered into on or after the date such Person ceased to be a Lender for any reason. If the Obligations (other than those existing in respect of Other Secured Obligations) have been indefeasibly paid in full and the Commitments have been cancelled, the Agent, the Lenders and their Affiliates (and each former Lender or its Affiliates who benefit from the Liens referred to in this Section 3.2) shall release their interest in the Liens granted pursuant to the Security Documents and their rights under the Guarantees on receiving Cash Collateral to secure the Other Secured Obligations, in an amount satisfactory to the Lenders and their Affiliates (including each former Lender or its Affiliates to whom such Other Secured Obligations are owed) to whom Other Secured Obligations are owed.

(b) Notwithstanding the rights of Lenders and Affiliates to benefit from the Security Documents and the Guarantees in respect of the Other Secured Obligations, all decisions concerning the Obligations (other than those arising in respect of the Other Secured Obligations) and Guarantees (and any security that may be held from time to time by or for the benefit of the Agent and/or the Lenders including pursuant to the Security Documents) and the enforcement thereof shall be made by the Agent, the Lenders or the Required Lenders in accordance with this Agreement and no Lender (including any former Lender) or Affiliate to whom Other Secured Obligations are owed from time to time shall have any additional right to influence the Security Documents, the Guarantees (or any security granted in connection therewith including pursuant to the Security Documents) or their enforcement as a result of holding Other Secured Obligations as long as this Agreement remains in force. Notwithstanding the termination of this Agreement by reason of payment of the Credit, or for any other reason (but subject always to the last sentence of Section 3.2(a)(iii)), the Other Secured Obligations shall continue to be guaranteed by the Guarantees (and secured by the Security Documents). After the termination of this Agreement, decisions concerning the Guarantees (and any Liens granted under the Security Documents) shall be made by the holders of Other Secured Obligations referred to above as they may determine among themselves.

(c) The Agent: (i) agrees to hold the benefit of this Section 3.2 and all other rights and provisions granted to or in favour of any Affiliates of any Lender contained in any Loan Document in trust for the benefit of each Lender and its Affiliates; and (ii) covenants to afford the benefit of all such rights and provisions to such Lender and its Affiliates.

(d) The parties hereto agree that the provisions of this Section 3.2 shall survive: (i) the termination of this Agreement; and each of the other Loan Documents and the repayment of the Obligations and the Other Secured Obligations (until such time as all Obligations and Other Secured Obligations owing by the Obligors to the Lenders and their Affiliates have been fully, finally and indefeasibly paid, satisfied and discharged in full) and (ii) the assignment by a Lender (or, if applicable, its Affiliates) of all of its Commitment and Advances in accordance with Section 11.2 and its or, if applicable, its Affiliates rights and obligations under any other Loan Documents until, in respect of a Lender and its Affiliates, all Obligations and Other Secured Obligations owing by the Obligors to such Lender and its Affiliates are fully, finally and indefeasibly paid, satisfied and discharged in full."

(g) Section 8.6(d)(i) of the Credit Agreement is amended by deleting such Section in its entirety and replacing it with the following:

"(i) enter into Derivatives of any kind (without limiting Section 8.6(d)(ii) and Section 8.6(d)(iii)) except:

(A) (I) if the Derivatives are entered into with Lenders or Affiliates of Lenders, or with other Persons on an unsecured basis; and

(II) if the Derivatives are entered into to hedge or mitigate bona fide interest rate, currency, commodity or other financial risks to which the Restricted Parties are exposed in the conduct of their business or the management of their liabilities and not for speculative purposes; or

(B) with respect to the Borrower only, if the Derivatives are entered into to hedge or mitigate bona fide interest rate, currency, commodity or other financial risks to which the Borrower is exposed in the conduct of its business or the management of its liabilities and not for speculative purposes;"

(h) Section 8.6 of the Credit Agreement is amended by adding a new paragraph (p) at the end of such Section as follows:

"(p) Prepaid Metals Transactions.  Without the prior written consent of all of the Lenders, no Restricted Party shall enter into a Prepaid Metals Transaction on or after May 7, 2020. For certainty, this Section 8.6(p) does not apply in respect of the New Britannia Financing Transaction."

(i) Section 10.7(c)(i) of the Credit Agreement is amended by adding the words "or Section 8.6(p)" immediately following the reference to "Section 5.1".

(j) Section 10.7 of the Credit Agreement is further amended by adding the following new Section 10.7(g) immediately following Section 10.7(f):

"(g) Without limiting any other provision contained in this Section 10.7, the parties hereto agree that Section 3.2 of the Credit Agreement may not be amended, modified or waived without the prior written consent of the Agent, each Lender, its Affiliates and any former Lender (or any of its Affiliates) to whom Other Secured Obligations are owed and which are guaranteed or subject to any Lien granted pursuant the Security as contemplated in Section 3.2."

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

(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;

(d) all reasonable out-of-pocket fees and expenses (including the fees and expenses of Davies Ward Phillips & Vineberg LLP) incurred by the Agent and the Lender in connection with the preparation of this Agreement shall have been paid by the Borrower; and

(e) the Agent shall have received such other documents as the Lenders may reasonably require.

6. Confirmation of Security, etc.

(a) Each of the Guarantors confirms that each of the Guarantees remain in full force and effect and is enforceable against it in accordance with its terms.

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

(i) 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

(ii) 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.

(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.

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

Administrative Agent

The Lenders

AMENDING AGREEMENT NO. 6

MEMORANDUM OF AGREEMENT made as of June 26, 2020.

AMONG:

HUDBAY MINERALS INC.,

as Borrower,

- and -

CERTAIN OF ITS SUBSIDIARIES,

as Guarantors, Material Subsidiaries, Restricted Subsidiaries and/or Obligors,

- and -

THE BANK OF NOVA SCOTIA,

as Administrative Agent,

- and -

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

WHEREAS the Borrower, certain of its Subsidiaries, the Agent and certain financial institutions as lenders entered into a fourth amended and restated credit agreement dated as of July 14, 2017 as amended as of May 15, 2018, June 15, 2018, January 24, 2019, February 12, 2020 and June 3, 2020 (as further amended, modified, supplemented or replaced to the date hereof, the "Credit Agreement");

AND WHEREAS the parties hereto wish to further 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:

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. Effectiveness of Amendments

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) Section 8.1(c) of the Credit Agreement is deleted in its entirety and replaced with the following:

"(c) The Borrower shall maintain at all times an Interest Coverage Ratio greater than (i) 3.00:1, from the Effective Date until the last day of the fiscal quarter of the Borrower ending March 31, 2020; (ii) 2.50:1, from April 1, 2020 until the last day of the fiscal quarter of the Borrower ending June 30, 2020; (iii) 2.75:1, from July 1, 2020 until the last day of the fiscal quarter of the Borrower ending December 31, 2020; and (iv) 3.00:1, from January 1, 2021 and thereafter."

(b) Section 13.20(a) of the Credit Agreement is amended by adding immediately before the words "and representatives" the following text:

", insurers, other credit support providers".

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

(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;

(d) all reasonable out-of-pocket fees and expenses (including the fees and expenses of Davies Ward Phillips & Vineberg LLP) incurred by the Agent and the Lender in connection with the preparation of this Agreement shall have been paid by the Borrower; and

(e) the Agent shall have received such other documents as the Lenders may reasonably require.

6. Confirmation of Security, etc.

(a) Each of the Guarantors confirms that each of the Guarantees remain in full force and effect and is enforceable against it in accordance with its terms.

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

(i) 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

(ii) 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.

(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.

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

Administrative Agent

The Lenders

AMENDING AGREEMENT NO. 6

MEMORANDUM OF AGREEMENT made as of June 26, 2020.

AMONG:

HUDBAY PERU S.A.C.,

as Borrower,

- and -

CERTAIN OF ITS AFFILIATES,

as Guarantors, Material Subsidiaries, Restricted Subsidiaries and/or Obligors,

- and -

THE BANK OF NOVA SCOTIA,

as Administrative Agent,

- and -

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

WHEREAS the Borrower, certain of its Affiliates, the Agent and certain financial institutions as lenders entered into a second amended and restated credit agreement dated as of July 14, 2017 as amended as of May 15, 2018, June 15, 2018, January 24, 2019, February 12, 2020 and June 3, 2020 (as further amended, modified, supplemented or replaced to the date hereof, the "Credit Agreement");

AND WHEREAS the parties hereto wish to further 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:

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. Effectiveness of Amendments

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) Section 8.1(c) of the Credit Agreement is deleted in its entirety and replaced with the following:

"(c) Hudbay shall maintain at all times an Interest Coverage Ratio greater than (i) 3.00:1, from the Effective Date until the last day of the fiscal quarter of the Borrower ending March 31, 2020; (ii) 2.50:1, from April 1, 2020 until the last day of the fiscal quarter of the Borrower ending June 30, 2020; (iii) 2.75:1, from July 1, 2020 until the last day of the fiscal quarter of the Borrower ending December 31, 2020; and (iv) 3.00:1, from January 1, 2021 and thereafter."

(b) Section 13.20(a) of the Credit Agreement is amended by adding immediately before the words "and representatives" the following text:

", insurers, other credit support providers".

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

(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;

(d) all reasonable out-of-pocket fees and expenses (including the fees and expenses of Davies Ward Phillips & Vineberg LLP) incurred by the Agent and the Lender in connection with the preparation of this Agreement shall have been paid by the Borrower; and

(e) the Agent shall have received such other documents as the Lenders may reasonably require.

6. Confirmation of Security, etc.

(a) Each of the Guarantors confirms that each of the Guarantees remain in full force and effect and is enforceable against it in accordance with its terms.

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

(i) 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

(ii) 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.

(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.

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

Administrative Agent

The Lenders

Execution Version

AMENDING AGREEMENT NO. 7

MEMORANDUM OF AGREEMENT made as of August 31, 2020.

AMONG:

HUDBAY MINERALS INC.,

as Borrower,

- and -

CERTAIN OF ITS SUBSIDIARIES,

as Guarantors, Material Subsidiaries, Restricted Subsidiaries and/or Obligors,

- and -

THE BANK OF NOVA SCOTIA,

as Administrative Agent,

- and -

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

WHEREAS the Borrower, certain of its Subsidiaries, the Agent and certain financial institutions as lenders entered into a fourth amended and restated credit agreement dated as of July 14, 2017 as amended as of May 15, 2018, June 15, 2018, January 24, 2019, February 12, 2020, June 3, 2020 and June 26, 2020 (as further amended, modified, supplemented or replaced to the date hereof, the "Credit Agreement");

AND WHEREAS the parties hereto wish to further 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:

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. Effectiveness of Amendments

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) Section 1.1 of the Credit Agreement is amended by adding the following definitions in their proper alphabetical order:

""Barbados Security Agreement" means a Barbados law governed security agreement creating a security interest in all of HB (BVI)'s right, title and interest in and to all the HB (BVI) Accounts maintained in Barbados and all proceeds therefrom, in form and substance satisfactory to the Agent.

"L/C Sublimit" means the lesser of:

(a) $150,000,000; and

(b) $215,000,000 less the face amount (or the US Dollar Equivalent Amount thereof) of any letter of credit issued pursuant to the terms of the HB Peru ARCA.

"Liquidity" means, at any time, the sum of Unrestricted Cash plus (x) so long as no Default or Event of Default has occurred and is continuing, the Maximum Available Amount less all outstanding Advances plus (y) so long as no default or event of default has occurred and is continuing under the HB Peru ARCA, the Maximum Available Amount (as defined in the HB Peru ARCA) less all outstanding Advances (as defined in the HB Peru ARCA).

"Peruvian Equipment Sale Leaseback Documents" means:

(a) the Peruvian law governed leaseback agreement dated as of September 8, 2017 (Contrato de Retroarrendamiento Financiero), and as further amended from time to time, by HB Peru SAC and Scotiabank Perú S.A.A.

(b) the Peruvian law governed leaseback agreement dated as of September 8, 2017, as amended on October 26, 2017 (Primera Modificación al Contrato de Retroarrendamiento Financiero), and as further amended from time to time, by HB Peru SAC and Banco de Crédito del Perú S.A.

(c) the Peruvian law governed leaseback agreement dated as of September 8, 2017 (Contrato de Retroarrendamiento Financiero) and as further amended from time to time, by HB Peru SAC and Banco Internacional del Perú S.A.A. - INTERBANK."

(b) Section 1.1 of the Credit Agreement is amended by deleting the first sentence of paragraph (c) of the definition of "Acceptable LC Issuer" in its entirety and replacing it with the following:

"(c) any other financial institution if a Lender or an Affiliate of a Lender is:"

(c) Section 1.1 of the Credit Agreement is amended by deleting the last paragraph of the definition of "EBITDA" in its entirety and replacing it with the following:

"Notwithstanding the foregoing, (A) clauses (a)(ii) through (vii) above relating to amounts of a Restricted Subsidiary of a Person will be added to Adjusted Net Income to compute EBITDA of such Person only to the extent (and in the same proportion) that the net income (loss) of such Restricted Subsidiary was included in calculating the Adjusted Net Income of such Person and, to the extent the amounts set forth in clauses (a)(ii) through (vii) above are in excess of those necessary to offset a net loss of such Restricted Subsidiary or if such Restricted Subsidiary has net income for such period included in Adjusted Net Income, only if a corresponding amount would be permitted at the date of determination to be dividended to such Person by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its constating documents and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its shareholders; and (B) for the purpose of calculating EBITDA of the Borrower for the fiscal quarter ending June 30, 2020, EBITDA shall be increased by $36,000,000 to an aggregate of $67,000,000."

(d) Section 1.1 of the Credit Agreement is amended by deleting the definition of "HB (BVI) Account" in its entirety and replacing it with the following:

""HB (BVI) Accounts" means, collectively, account number 5002194 established by HB (BVI) with Republic Bank Limited, an account to be established by HB BVI with Scotiabank Barbados, or such other account established by HB (BVI) in the British Virgin Islands which the Borrower may hereafter designate by way of written notice to the Agent as the "HB (BVI) Account" and in respect of which such designation has been approved in writing by the Agent and "HB (BVI) Account" means any one of such accounts as the context requires."

(e) Section 1.1 of the Credit Agreement is amended by deleting the definition of "Key Operating Assets" in its entirety and replacing it with the following:

""Key Operating Assets" means the Borrower's direct or indirect interest in the 777 Mine, the Lalor Mine, the Constancia Mine and the Borrower's metallurgical facilities and concentrators (including without limitation the Flin Flon concentrator, the Flin Flon zinc refinery and the Stall Concentrator)."

(f) Section 1.1 of the Credit Agreement is amended by deleting "Maximum Available Amount" in its entirety and replacing it with the following:

""Maximum Available Amount" means, subject to adjustment pursuant to Section 6.4(c), US$250,000,000."

(g) Section 1.1 of the Credit Agreement is amended by deleting the definition of "Permitted Debt" in its entirety and replacing it with the following:

""Permitted Debt" means:

(a) the Obligations;

(b) the Other Secured Obligations to the extent they constitute Debt;

(c) Debt of a Restricted Party contemplated by paragraph (h) of the definition of Debt herein;

(d) unsecured Intercorporate Obligations; provided that such Debt is incurred when no Default or Event of Default has occurred and is continuing;

(e) Debt acquired or incurred in connection with the acquisition of a new Subsidiary, provided that prior to and immediately following the incurrence or acquisition of such Debt, no Default or Event of Default will exist and be continuing and the financial covenants set forth in Section 8.1, calculated on a pro forma basis, shall not have been adversely affected (i.e., is no worse) as compared to such financial covenants calculated immediately prior to such acquisition;

(f) unsecured Debt in a maximum of up to US$400,000,000 incurred by the Borrower in connection with the 7.250% senior unsecured notes due 2023 issued on December 12, 2016 and unsecured guarantees from the other Obligors in respect of such notes, provided that such notes shall only be permitted hereunder so long as they do not provide for any scheduled repayments of principal before the date which is at least one year following the Maturity Date;

(g) unsecured Debt in a maximum of up to US$600,000,000 incurred by the Borrower in connection with the 7.625% senior unsecured notes due 2025 issued on December 12, 2016 and unsecured guarantees from the other Obligors in respect of such notes; provided that such notes shall only be permitted hereunder so long as they do not provide for any scheduled repayments of principal before the date which is at least one year following the Maturity Date;

(h) other unsecured Debt in a maximum of up to US$200,000,000 incurred by the Borrower in connection with the issuance of any high-yield notes and unsecured guarantees from the other Obligors in respect of such notes; provided that such notes shall only be permitted hereunder so long as they do not provide for any scheduled repayments of principal before the date which is at least one year following the Maturity Date;

(i) Debt outstanding under the HB Peru ARCA;

(j) letters of credit and surety bonds in an aggregate maximum of up to US$75,000,000, provided that, for greater certainty, any letters of credit and any surety bonds issued on behalf of the Augusta Group may be guaranteed by the Borrower on an unsecured basis and shall be counted for purposes of this paragraph (j);

(k) Capital Lease Obligations, Attributable Debt and Debt secured by Purchase Money Obligations which do not exceed at any time the aggregate of US$90,000,000 or its Equivalent Amount in another currency, provided that, for greater certainty, any Capital Lease Obligations, Attributable Debt or Debt secured by Purchase Money Obligations incurred by the Augusta Group may, with respect only to such Capital Lease Obligations, be guaranteed by the Borrower on an unsecured basis and in each case may be counted for purposes of this paragraph (k);

(l) other unsecured Debt up to a maximum amount not exceeding US$25,000,000 or its Equivalent Amount in another currency; and

(m) Permitted Refinancing Indebtedness in respect of any Debt referred to in paragraphs (f), (g) and (h) of this definition of Permitted Debt; and

(n) obligations of Rosemont Copper Company and the Borrower to pay to United Copper and Moly, LLC ("UCM") the deferred portion of the purchase price for UCM's interest in the Rosemont project in accordance with the terms of the purchase agreement dated April 25, 2019."

(o) Section 1.1 of the Credit Agreement is amended by deleting the definition of "Permitted Jurisdictions" in its entirety and replacing it with the following:

""Permitted Jurisdictions" means Canada, the United States of America, the United Kingdom, Switzerland, France, Germany, The British Virgin Islands, Barbados, Chile and Peru and their respective territories."

(p) Section 1.1 of the Credit Agreement is amended by deleting the definition of "Permitted LC Cash Collateral Account" in its entirety and replacing it with the following:

""Permitted LC Cash Collateral Account" means any bank account maintained with an Acceptable LC Issuer (other than a Lender) in which is deposited cash collateral to the extent necessary to secure all reimbursement and related obligations permitted by paragraph (j) of the definition of Permitted Debt and owed to such Acceptable LC Issuer."

(q) Section 1.1 of the Credit Agreement is amended by deleting the definition of "Permitted Liens" in its entirety and replacing it with the following:

""Permitted Liens" means:

(a) Liens granted pursuant to the SW Documents;

(b) encumbrances related to the Royalty Agreement dated effective as of January 1, 2015 between Callinan Royalties Corporation and HBMS related to the 777 mine and surrounding area;

(c) the royalties comprised of (i) any royalty payable to the Government of Peru, (ii) a 0.5% net smelter return royalty to a maximum of $10,000,000 in respect of the Constancia Royalty Properties, and (iii) a 3.0% net smelter return royalty in respect of the Rosemont Property;

(d) Liens granted pursuant to the Security Documents;

(e) Liens granted to secure Capital Lease Obligations, Attributable Debt and Debt secured by Purchase Money Obligations as contemplated in paragraph (k) of the definition of Permitted Debt;

(f) Liens imposed by any Governmental Authority for Taxes not yet due and delinquent or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower in accordance with IFRS, and, during such period during which such Liens are being so contested, such Liens shall not be executed on any Property of any Restricted Party;

(g) Liens arising by operation of Applicable Law, securing the claims of Persons having taken part in the construction or renovation of real property (including the Real Property) and other like Liens arising in the Ordinary Course which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings, and, during such period during which such Liens are being so contested, such Liens shall not be executed on any Property of any Restricted Party, provided that the relevant Restricted Party shall have set aside on its books reserves deemed adequate therefor and not resulting in qualification by its auditors;

(h) statutory Liens incurred or pledges or deposits made under worker's compensation, employment insurance and other social security legislation;

(i) Liens or deposits to secure the performance of bids, tenders, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature (other than for borrowed money) incurred in the Ordinary Course, provided that the aggregate of the obligations secured does not exceed US$5,000,000 at any time;

(j) servitudes, easements, rights-of-way, restrictions and other similar encumbrances incurred in the Ordinary Course and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and which do not in any case materially detract from the value of the Property subject thereto or interfere with the ordinary conduct of the business of the applicable Restricted Party;

(k) Liens of or resulting from any judgment or award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which the applicable Restricted Party shall at any time in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured;

(l) the reservations, limitations and conditions contained in or implied by statute in any original grants from the Crown of any land or interest therein, statutory exceptions to title to and reservations in respect of a valid discovery with respect to Mining Rights, and Liens in favour of the Crown with respect to water rights and Mining Rights;

(m) undetermined or inchoate Liens and charges arising or potentially arising under statutory provisions which have not at the time been filed or registered in accordance with Applicable Law or of which written notice has not been duly given in accordance with Applicable Law or which although filed or registered, relate to obligations not due or delinquent;

(n) the rights reserved to or vested in Governmental Authorities by statutory provisions or by the terms of leases, licenses, franchises, grants or Permits, which affect any land, to terminate the leases, licenses, franchises, grants or Permits or to require annual or other periodic payments as a condition of the continuance thereof;

(o) securities to public utilities or to any municipalities or governmental or other public authorities when required by the utility, municipality, governmental or other public authority in connection with the supply of services or utilities to any Restricted Party;

(p) Liens or covenants restricting or prohibiting access to or from lands abutting on controlled access highways or covenants affecting the use to which lands may be put; provided, however, that such Liens or covenants do not materially and adversely affect the use of the lands by any Restricted Party;

(q) statutory Liens incurred or pledges or deposits made in favour of a Governmental Authority to secure the performance of obligations of any Restricted Party under Applicable Law relating to the environment, human health or Hazardous Materials to which any Property of such Restricted Party is subject;

(r) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of combination of accounts or similar rights in the ordinary course of conducting day-to-day banking business in relation to deposit accounts or other funds maintained with a creditor depository institution;

(s) Liens arising from the right of distress enjoyed by landlords or Liens otherwise granted to landlords, in either case, to secure the payment of arrears of rent in respect of leased properties;

(t) Liens incurred in respect of Debt referred to in paragraph (e) of the definition of Permitted Debt; provided that such Liens are limited to the assets being acquired;

(u) Liens incurred in respect of Debt referred to in paragraphs (i) and (k) of the definition of Permitted Debt;

(v) Liens incurred in respect of Debt referred to in paragraph (j) of the definition of Permitted Debt on cash collateral used to secure any amounts outstanding in respect of such surety bonds or letters of credit; provided that the aggregate amount so secured shall not exceed $75,000,000;

(w) Liens consented to by the Required Lenders; and

(x) any extension, renewal or replacement of any of the foregoing; provided, however, that the Liens permitted hereunder shall not be extended to cover any additional Debt or additional Property (other than a substitution of like Property)."

(k) Section 1.1 of the Credit Agreement is amended by deleting the first paragraph of the definition of "Permitted Refinancing Indebtedness" in its entirety and replacing it with the following:

""Permitted Refinancing Indebtedness" means, in respect of any Debt referred to in paragraphs (f), (g) or (h) of the definition of Permitted Debt, unsecured Debt incurred in connection with the refinancing or renewal of such Debt, provided that:"

(l) Section 1.1 of the Credit Agreement is amended by deleting the definition of "Reed Mine" in its entirety and replacing it with the following:

""Reed Mine" means the rights in respect of the former underground mine located near Snow Lake, Manitoba, and the copper deposit located therein."

(m) Section 1.1 of the Credit Agreement is amended by deleting the definition of "Rosemont Joint Venture Agreement" in its entirety.

(n) Section 1.1 of the Credit Agreement is amended by deleting the definition of "Subordinated Debt" in its entirety.

(o) Section 2.1(b)(iii) of the Credit Agreement is deleted in its entirety and replaced with the following:

"(iii) requesting that L/Cs be issued by any of the Issuing Banks on behalf of all the Lenders, except that the aggregate face amount of L/Cs outstanding under the Credit at any time shall not exceed the L/C Sublimit."

(p) Section 2.6(a) of the Credit Agreement is deleted in its entirety and replaced with the following:

 "(a) Interest rates on Prime Rate Advances, Base Rate Advances, B/A Equivalent Loans and LIBOR Advances and the rates for calculation of B/A Fees and L/C Fees shall be determined on a Pricing Date in accordance with the table set forth below based on the Total Net Debt to EBITDA Ratio based on the Compliance Certificate delivered in respect of the most recently completed fiscal quarter, as applicable, and the applicable interest rate established on a Pricing Date shall remain in effect until the next Pricing Date. If the Borrower has not delivered its financial statements and Compliance Certificate by the date such financial statements and Compliance Certificate are required to be delivered under Section 8.3 hereof, until such financial statements and Compliance Certificate are delivered, the applicable interest rate/fee shall, on the first day after the latest date by which the Borrower was so required to provide such financial statements and Compliance Certificate, be set at Level V. Each determination of the applicable interest rate/fee made by the Agent in accordance with the foregoing shall be conclusive and binding on the Borrower and the Lenders if reasonably determined. Notwithstanding the foregoing for the period commencing August 31, 2020 to and including December 31, 2020, the applicable interest rate/fee shall be set at Level V.

All figures in the table represent per cent per annum. Each of the amounts specified above, other than the standby fees, shall be increased by 2% per annum if a Default has occurred and is continuing. If a Default is disclosed by a Compliance Certificate, any increase shall be applied beginning as of the end of the fiscal period to which the Compliance Certificate relates."

(q) Section 3.2(a)(ii) of the Credit Agreement is deleted in its entirety and replaced with the following:

"(ii) the present and future debts, liabilities and obligations of a Hudbay Group Member to the Agent, any Lender or Affiliate of a Lender (collectively, the "Other Secured Obligations") under or in connection with (i) cash management arrangements (including, without limitation, obligations arising in respect of credit card arrangements and electronic payments), (ii) other transactions not made under this Agreement if it is agreed in writing after November 3, 2010 by the Obligors and the Agent acting on the instructions of the Required Lenders that such debts, liabilities and obligations shall be guaranteed, and (iii) Derivatives that are permitted under this Agreement (including without limitation in connection with any Deferred Revenue Financing Arrangement or Prepaid Metals Transactions (other than the Constancia SPA, the 777 PMPA and the Augusta Streaming Agreement)); and"

(r) Section 4.2(a)(iii) of the Credit Agreement is deleted in its entirety and replaced with the following:

"(iii) in the case of HB (BVI):

(A) a security agreement (the "BVI Security Agreement") creating a security interest in all of HB (BVI)'s right, title and interest in and to all intercompany debt between HB (BVI) and HB Peru SAC, the HB (BVI) Account Accounts maintained in BVI and all proceeds therefrom; and

(B) if delivered by the Borrower and HB (BVI) the Barbados Security Agreement;"

(s) Section 8.1 of the Credit Agreement is deleted in its entirety and replaced with the following:

"8.1 Financial Covenants

(a) The Borrower shall maintain at all times a Tangible Net Worth of not less than the aggregate of 80% of the Tangible Net Worth as reported in the Borrower's financial statements for the fiscal quarter ended June 30, 2020 plus 50% of its positive consolidated net income for each fiscal year thereafter.

(b) The Borrower shall maintain at all times a Senior Secured Debt to EBITDA Ratio less than 2.00:1.

(c) The Borrower shall maintain at all times an Interest Coverage Ratio greater than (i) 3.00:1, from the Effective Date until the last day of the fiscal quarter of the Borrower ending March 31, 2020; (ii) 2.50:1, from April 1, 2020 until the last day of the fiscal quarter of the Borrower ending December 31, 2021 and (iii) 3.00:1, from January 1, 2022 and thereafter.

(d) The Borrower shall maintain at all times:

(i) a Total Debt to EBITDA Ratio less than (A) 4.00:1, from the Effective Date until the fiscal quarter of the Borrower ending December 31, 2018; and (B) 4.50:1, from January 1, 2019 until the fiscal quarter of the Borrower ending December 31, 2019; and

(ii) a Total Net Debt to EBITDA Ratio less than (A) 4.50:1, from January 1, 2020 until the fiscal quarter of the Borrower ending June 30, 2020; (B) 5.25:1, from July 1, 2020 until the fiscal quarter of the Borrower ending December 31, 2021; and (C) 3.50:1, from January 1, 2022 and thereafter.

(e) The Borrower shall maintain Liquidity equal to at least US$50,000,000 at all times during the period commencing July 1, 2020 to and including December 31, 2021."

(t) Section 8.2(k) of the Credit Agreement is deleted in its entirety and replaced with the following:

"(k) Deposits into Collection Account. HB Peru SAC shall deposit (or cause to be deposited) into the Collection Account all Project Revenues in respect of shipments that are invoiced on or after the Effective Date (other than payments made by a Person in respect of the gold and silver contained in copper or molybdenum concentrates which such Person has agreed to purchase from HB Peru SAC, which such payments shall be paid to a CIBC metals trading account."

(u) Section 8.2(l) of the Credit Agreement is deleted in its entirety and replaced with the following:

"(l) Additional Deliverables. The Borrower shall deliver or cause to be delivered to the Agent as soon as practicable and in any event within 15 days from the Effective Date (unless otherwise noted below):

(i) a draft ninth amendment to the Mining Concessions and Other Rights Mortgage Agreement to be agreed among the Borrower, the Lenders and Silver Wheaton Caymans, in order for the Agent and Silver Wheaton Caymans to provide a direction to the Peruvian Intercreditor Agent, causing the latter to instruct the Peruvian Collateral Agent to execute the minute and public deed of the ninth amendment to the Mining Concessions and Other Rights Mortgage Agreement; and

(ii) evidence that the ninth amendment to the Mining Concessions and Other Rights Mortgage Agreement referenced above has been (i) filed for registry with the relevant Registro de Propiedad Inmueble within 15 days from the execution of the minute and public deed of the ninth amendment to the Mining Concessions and Other Rights Mortgage Agreement, and (ii) registered in the electronic record (partida electrónica) of each of the mining concessions that are the subject matter of such amendment, within 60 days from the filing date, provided that such time period shall be extended by 60 additional days in the event that (A) the relevant registrars of the Registro de Propiedad Inmueble make any observations or issue any extension (prórroga) in connection with said registration, (B) HB Peru SAC has filed all documents required to be filed under Applicable Law (other than powers of attorney issued by the Lenders which are not under the control of the Borrower) with the relevant registrars that made the observations or issue any extension (prórroga) in connection with said registration, and (C) HB Peru SAC is using its best efforts to cause the registration of the ninth amendment to the Mining Concessions and Other Rights Mortgage Agreement; provided further, in the event that the relevant registrar offices of the Registro de Propiedad Inmueble are subject to temporal mandatory operation restrictions that impede filing and/or registration, the Borrower's term to file and register with respect to such affected offices shall be extended for the shorter of: (i) a term equal to the temporal operation restrictions, as applicable; or, (ii) 60 days from the Effective Date; provided further that if the temporal operation restrictions of the relevant registrar offices of the Registro de Propiedad Inmueble continue after such 60-day period, the Borrower may extend such term with respect to such affected offices for up to 60 additional days with delivery of an extension notice to the Agent, together with a legal opinion of Estudio Rebaza, local counsel to the Borrower, confirming that the temporal operation restrictions continue at such date with respect to such affected offices."

(v) Section 8.4 of the Credit Agreement is deleted in its entirety and replaced with the following:

"8.4 HB (BVI) Accounts

HB (BVI) shall maintain the HB (BVI) Accounts, or such other account established by HB (BVI) in the British Virgin Islands or Barbados which the Borrower may hereafter designate by way of written notice to the Agent as the "HB (BVI) Account", at all times."

(w) Section 8.6(e)(ii)(G) of the Credit Agreement is deleted in its entirety and replaced with the following:

"(G) [Intentionally Deleted]; and"

(x) Section 8.6(e)(ii)(H) of the Credit Agreement is deleted in its entirety and replaced with the following:

"(H) Disposition of Property in accordance with the terms of the Peruvian Equipment Sale Leaseback Documents; and"

(y) Section 8.6(h)(ii) of the Credit Agreement is deleted in its entirety and replaced with the following:

"(ii) purchase, redeem or repay prior to their Stated Maturity in cash any notes or other debt securities issued pursuant to the Note Indenture or referred to in paragraphs (f), (g), (h) or (m) of the definition of Permitted Debt without the prior written consent of the Required Lenders unless:

(A) subject to clause 8.6(h)(ii)(C), there is no outstanding balance under the Credit at the time of such Restricted Payment;

(B) no amount shall be drawn under the Credit for purposes of the Restricted Payment made in reliance on this Section 8.6(h)(ii); and

(C) less than the aggregate face amount of US$215,000,000 of Letters of Credit are outstanding under the Credit and the HB Peru ARCA at the time of such Restricted Payment."

(z) Section 8.6 of the Credit Agreement is amended by adding a new paragraph (p) as follows:

"(p) Barbados Accounts.  Until such time as the Borrower or HB (BVI) has delivered, or has caused to be delivered, to the Agent the Barbados Security Agreement, with customary officers certificates, resolutions and opinions related thereto and made all filings (including all filings required to be made in the British Virgin Islands), HB (BVI) shall not (i) maintain an aggregate cash balance in excess of $15,000,000 at any time in the HB (BVI) Accounts maintained in Barbados or (ii) create, assume or incur any Lien securing any Debt upon any HB (BVI) Accounts maintained in Barbados."

(aa) Section 9.1(p) of the Credit Agreement is deleted in its entirety and replaced with the following:

"(p) if: (i) an Event of Taking shall have occurred with respect to all or any material part of the Key Operating Assets or (ii) the Borrower or any of its Subsidiaries has received a written notice in respect thereof from any Governmental Authority or (iii) a proceeding has been commenced in respect thereof;"

(bb) Section 9.10 of the Credit Agreement is deleted in its entirety and replaced with the following:

"9.10 Set-Off or Compensation

If an Event of Default has occurred and is continuing, each of the Agent and the Lenders and each of their respective Affiliates is hereby authorized at any time and from time to time to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of any Obligor against any and all of the obligations of the Borrower or any other Obligor now or hereafter existing under this Agreement or any other Loan Document to the Agent and/or such Lender, irrespective of whether or not the Agent and/or such Lender has made any demand under this Agreement or any other Loan Document and although such obligations of such Obligor may be contingent or unmatured or are owed to a branch or office of the Agent and/or such Lender different from the branch or office holding such deposit or obligated on such Debt. The rights of the Agent and/or each of the Lenders and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff, consolidation of accounts and bankers' lien) that the Agent and/or the Lenders or their respective Affiliates may have. The Agent and each Lender agrees to promptly notify the Borrower and the Agent (or in the case of the Agent, the Lenders) after any such setoff and application, but the failure to give such notice shall not affect the validity of such setoff and application. If any Affiliate of the Agent or a Lender exercises any rights under this Section 9.10, it shall share the benefit received in accordance with Section 10.6 as if the benefit had been received by the Lender of which it is an Affiliate."

(cc) Section 10.7(d) of the Credit Agreement is amended by deleting the words "Peruvian Equipment Sale Leaseback Transaction" and replacing them with "Peruvian Equipment Sale Leaseback Documents".

(dd) Schedules A, C, 7.1(p), 7.1(t) and 13.20(c) of the Credit Agreement are deleted in their entirety and replaced with Schedules A, C, 7.1(p), 7.1(t) and 13.20(c)  attached 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

(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;

(d) the Borrower shall, concurrently with the execution of this Agreement, pay a non-refundable amendment fee to the Agent, for the account of the Lenders, in an amount equal to [REDACTED - COMMERCIALLY SENSITIVE INFORMATION];

(e) all reasonable out-of-pocket fees and expenses (including the fees and expenses of Davies Ward Phillips & Vineberg LLP) incurred by the Agent and the Lender in connection with the preparation of this Agreement shall have been paid by the Borrower; and

(f) the Agent shall have received such other documents as the Lenders may reasonably require.

6. Confirmation of Security, etc.

(a) Each of the Guarantors confirms that each of the Guarantees remain in full force and effect and is enforceable against it in accordance with its terms.

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

(i) 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

(ii) 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.

(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.

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

Administrative Agent

The Lenders

SCHEDULE A

LENDERS' APPLICABLE PERCENTAGES

SCHEDULE C

COMPLIANCE CERTIFICATE

TO: THE LENDERS (as defined in the Credit Agreement referred to below)

AND TO: THE BANK OF NOVA SCOTIA, as Agent

The Bank of Nova Scotia
Global Banking and Markets - Loan Syndications
40 King Street West, 55^th Floor
Toronto, Ontario M5H 1H1

Attention:  Alastair Borthwick
 Managing Director
Telephone: 416.866.3547
Email: Agency.services@scotiabank.com

We refer to Section 8.3(a)(iv) of the Fourth Amended and Restated Credit Agreement effective as of July 14, 2017 between Hudbay Minerals Inc. and others as Guarantors, Material Subsidiaries, Restricted Subsidiaries and/or Obligors, The Bank of Nova Scotia as Agent and the Lenders named therein, as amended, supplemented, restated or replaced from time to time (the "Credit Agreement"). All capitalized terms used in this certificate and defined in the Credit Agreement have the meanings defined in the Credit Agreement. This Compliance Certificate relates to the Borrower's fiscal [quarter/year] ended ■ (the "[Quarter/Year] End").

1. The Borrower hereby certifies that:

(a) the representations and warranties made in Section 7.1 of the Credit Agreement and each of the other Loan Documents, other than those expressly stated to be made as of a specific date, were true and correct on the [Quarter/Year] End and are true on and as of the date hereof with the same effect as if such representations and warranties had been made on and as of the [Quarter/Year] End and date hereof;

(b) no Default or Event of Default had occurred and was continuing as of the [Quarter/Year] End; and

(c) no Default or Event of Default has occurred and is continuing on the date hereof [or as the case may be].

2. The Borrower hereby certifies that, as of the [Quarter/Year] End:

(a) the Tangible Net Worth was $■ and the minimum required Tangible Net Worth was $■;

(b) the Senior Secured Debt to EBITDA Ratio was ■:■;

- 2 -

(c) the Interest Coverage Ratio was ■:■;

(d) the Total Net Debt to EBITDA Ratio was ■:■; and

(e) Liquidity was equal to $■.¹ 

3. Appendix A attached sets out the calculations referred to in item 2 above.

4. Appendix B attached sets out a complete, detailed and accurate list of all Equity Interests or other securities owned or held by any Hudbay Group Member in any Person who is not a Subsidiary of such Hudbay Group Member as at the as at [Quarterly/Year] End.

5. Except as disclosed pursuant to Sections 8.3(b)(i)(L), 8.3(b)(i)(N), 8.3(b)(i)(P) and 8.3(b)(i)(R) of the Credit Agreement or as disclosed in writing to the Agent in connection with the delivery of this Compliance Certificate no mining claims, real property, interest in mining claims or interest in mining claims or real property (including any Mine Properties, Owned Real Property, Leased Real Property, Mining Leases, Mining Rights and Mining Title) has been acquired by any Hudbay Group Member in Peru since the date of the most recently delivered Compliance Certificate and except as disclosed in writing to the Agent no such mining claim, real property, interest in mining claims or interest in real property (including any Mine Properties, Owned Real Property, Leased Real Property, Mining Leases, Mining Rights and Mining Title) is or could reasonably be expected to be material to: (a) the operation of the Constancia Mine, (b) the operation of Hudbay Peru SAC or (c) the Hudbay Group's business, affairs, property, liabilities or financial condition in Peru.

DATED _________________, 20___.

SCHEDULE 7.1(p)

COMMUNITY RELATIONS/INDIGENOUS MATTERS

[REDACTED - COMMERCIALLY SENSITIVE INFORMATION]

SCHEDULE 7.1(t)

SCHEDULE 7.1(t)(iii)

LIST OF 777 TITLE PROPERTIES

LIST OF 777 SURFACE LEASES

LIST OF 777 MINING CLAIMS AND LEASES

777 / Callinan Deposit

Other Claims