Exhibit 10.10


 


ADMINISTRATIVE SUPPORT SERVICES CONTRACT


 


As of this document, the “Administrative
Support Services Contract” entered into between:


1)             SERVICIOS DE APOYO
ADMINISTRATIVO S. A. de C.V.,
duly represented by its Executive President Mr. Germán Larrea Mota-Velasco,
with domicile in Av. Baja California #200, Colonia Roma Sur, Mexico 06760 –
D.F., Mexico, R.F.C. SAASA-920429-7U9, hereinafter called “SAASA”; and on the
other part,


2)             SOUTHERN PERU
COPPER CORPORATION,
Peru Branch, with RUC #20100147514, duly represented by its President, Mr.
Oscar González Rocha, with domicile in Av. Caminos del Inca 171, Chacarilla del
Estanque, Santiago de Surco, Lima, Perú, registered in Entry # 2447 of the
Mining Public Registry, hereinafter called “SOUTHERN PERU”.


 


This Contract is entered into in the
following terms and conditions:


 


FIRST –
BACKGROUND:


1.1)      SAASA is a company not domiciled in Perú,
which develops mining activities in Mexico and the United States of America
with Management personnel, who have the capacity and experience in business
administration.


1.2)      SOUTHERN PERU is a company dedicated
solely and exclusively to mining activities, with mining operations in
Toquepala and Cuajone, and the operations of the Ilo Smelter and Refinery,
which require support and counsel in some international matters of its
corporate activity, in its business evolution and projection for the
development of its activities.


 


SECOND – OBJECTIVE


According to this document, SOUTHERN PERU
contracts the services of SAASA in order that SAASA, with its ample experience
provides them with administrative support services in its business evolution
and projection for the development of its mining activities.  For this purpose, SAASA will provide SOUTHERN
PERU the following services:


a)                   Legal Support and Corporative
Counsel services in matters related to its organization, for the execution of
the Stockholders’ meetings, Board of Directors, Executive Committee and others
to be required.  These services include
support in the corporative communications with institutional investors,  and natural persons in Peru and the United
States of America and others.


b)                  Support services in the obtaining of
international financing that SOUTHERN PERU would require for its normal
operations and expansion and modernization projects.


c)                   Accounting Support Services, in the
preparation of the Financial Statements of the Branch, for the consolidation of
the Corporative Financial Statements, compliance with CONASEV and SEC, the Lima
and New York Stock Exchange, etc.


d)                  Support services in matters related
to the administration of human resources, relations with employees, workmen and
unions, in order to formulate remuneration policies that allow a reduction in
the labor costs of SOUTHERN PERU and more efficiency in the administration of
human resources.


e)                   Support services in the Logistics
and purchase operations, consolidating the operations of both businesses for
the obtaining of better conditions and terms in the purchase of necessary
materials, inputs and equipment for the operations of SOUTHERN PERU, performing
it in a global form.


f)                     Support Services in the
international commercialization of the products produced by SOUTHERN PERU
(copper, molybdenum, silver, gold, sulphuric acid, etc.), consolidating them
with own products in order to obtain better sales terms and more earnings.


g)                  Support services in the development
of new projects that SOUTHERN


 

















 


PERU must execute, rendering counsel in
engineering, design, environmental and other matters required by law.


h)                  Support services in the placing of
insurances and reinsurances that SOUTHERN PERU must contract for the protection
of its assets in Peru.


i)                      Other services that SOUTHERN PERU
might require.


These services will be rendered by SAASA in
favor of SOUTHERN PERU principally abroad.


 


THIRD – TERM:


This contract with be in force for one year,
as from January 1st, 2000, being automatically renewed at its
expiration, for periods of same duration, except if any of the parties inform
the other with a previous 30 day period to the effective expiration date
wanted, their intention of terminating it; without prejudice of that stipulated
in the Nineth Clause  – Resolution.


 


FOURTH – RENDERING OF SERVICES:


For the total and complete rendering of
services that SAASA will provide to SOUTHERN PERU by this contract, SOUTHERN
PERU will pay and/or reimburse the following amounts:


 


4.1)                             Rendering of Services:


For
the total and complete rendering of services referred to in the Second Clause,
SOUTHERN PERU will pay SAASA, for all concepts, for every one year period of
this contract, the total amount of US$7’000,000.00 (Seven Millions and 00/100
Dollars), as follows:


4.1.1)                    For
the first year period of this Contract, the representatives of the contracting
parties will agree the opportunity in which SOUTHERN PERU will pay SAASA for
the services rendered, without exceeding the annual limit aforementioned.  The amount agreed will be paid upon
presentation of the corresponding receipt duly cancelled.


4.1.2)                    For the second and other years’ period
of this Contract, the contracting parties agree that SOUTHERN PERU will pay
SAASA for the services rendered, the amount of US$583,333.33 (Five hundred and
eighty three thousands three hundred and thirty three and 33/100 Dollars)
monthly.  The amount agreed will be paid
upon presentation of the corresponding receipt duly cancelled.


4.1.3)                    Each one of the receipts that
SAASA  issues by this Contract must be
duly detailed, indicating the services rendered, the time dedicated to the
same, etc.


 


4.2)      Traveling
Expenses and others.


SAASA
will exclusively pay the expenses incurred for the rendering of services
according to this Contract, as:  Airline
tickets, stays, meals, lodging, administrative assistance services,
remunerations of its personnel, medical attentions, etc. as it is the intention
of the contracting parties that SOUTHERN PERU pay only the rendering of
services mentioned in the Fourth Clause of this Contract.


 


4.3)      Expenses
incurred by SOUTHERN PERU.


The
expenses corresponding to SAASA, and that for any reason would have been
assumed by SOUTHERN PERU, will be deducted from the monthly payments referred
to in sub-clause 4.1.2) of this Contract.


 


FIFTH – NATURE OF THE CONTRACT:


5.1)                            The parties clearly express that no
labor relation will exist between the employees that SAASA will assign for the
compliance of this contract and SOUTHERN PERU, will or would not be responsible
for the social benefits of this personnel or any other obligation of labor
nature with the same.


5.2)                            The relation between the parties is
of the civil type and is not governed by the labor laws.


 


2

















 


SIXTH – TAXES:


SAASA will be responsible for the payment of
the Income Tax in Peru, that would affect the services of this contract, except
express disposition and to the contrary established by law.


SOUTHERN PERU will be responsible for the
payment of any other tax, established or to be established, that could affect
the services of this contract, except express disposition and to the contrary
established by law.


 


SEVENTH – AUTONOMY:


For the effects of the execution of this
contract, SAASA will render its services in the form, date, schedule and other
conditions that it considers convenient, therefore, due to the nature of this
contract, SAASA or its personnel, are not subject to any relation of
subordination, dependency or schedule with SOUTHERN PERU, consequently, SAASA
will not be considered as an agent, worker or subordinate of SOUTHERN PERU.


 


EIGHTH – EXCLUSIVENESS:


This contract does not imply exclusiveness in
favor of SAASA with respect to the services required by SOUTHERN PERU,
consequently, SOUTHERN PERU may contract other professionals for the rendering
of the same services mentioned in this document.


 


NINTH – RESOLUTION:


This contract may be resolved in any moment
by any of the parties, without the existence of noncompliance or misdeed on
behalf of the other party, with no responsibility, with no other requisite or
formality other than notify the decision to do so, forwarding to this effect a
written communication with an anticipation of not less than five (5) calendar
days previous to the effective date of resolution. In this case, neither of the
parties will have the right to claim any compensation for damages, including
indirect damages or lost profits or for any other reason.


 


TENTH – HEADING OF THE CLAUSES:


The headings or titles of the clauses of this
contract do not constitute a part of the same, having been inserted only to
facilitate its interpretation.


 


ELEVENTH – REPRESENTATIVES:


According to this Contract, the contracting
parties designate the following representatives:


11.1)       SAASA designates Mr. Daniel Tellechea in
Av. Baja California #200, Colonia Roma Sur, Ciudad de Mexico, Mexico 

Phone: (52-55) 5574-8483 and Fax: (52-55) 5264-7664.


11.2)                      SOUTHERN PERU designates Mr. José N.
Chirinos, in Av. Caminos del Inca 171, Chacarilla del Estanque, Santiago de
Surco. Phone: (51-1) 372-0029 and Fax: (51-1) 372-0262.


In the event of any change of the
aforementioned representatives during the period of this contract, the
contracting party who performs this change is compelled to notify such change,
by writing, to the other party.


 


TWELFTH – SAASA PERSONNEL:


All SAASA personnel who must work in Peru
according to this contract must obtain from the Peruvian Consulate abroad a
“Business Permit”, as required by the Foreigners Law of Peru.


For the purposes of the Income Tax of Peru,
such personnel will be assigned a daily earning which will be settled by
National Superintendence of Tax Administration – SUNAT.  The amount of the resulting Income Tax will
be deducted from the fee agreed.


SOUTHERN PERU will issue the “Letter of Guaranty” for the not domiciled
personnel to be handed over to the Competent Authority when leaving the
country.


 


THIRTEENTH – CONFIDENTIALITY:


It is understood that during the execution of
this contract, SAASA and/or its representatives, may have access to technical,
administrative, operating and of other nature information related to the
activities of SOUTHERN PERU,


 


3

















 


information that the parties expressly
consider as strictly confidential.  For
such reason, SAASA and/or its representatives, are obliged to maintain absolute
confidentiality on such information and commits itself not to use or disclose
such information without the written consent of SOUTHERN PERU, during the term
of this contract or any future time.


In the event that SAASA does not comply with
the obligation of confidentiality assumed in this Clause, the parties agree to
establish a penalty equivalent to a decuple of the amount which has been paid
according to this contract, without prejudice of SOUTHERN PERU’s right to claim
subsequent damage, in accordance with Article 1341 of the Civil Code of Peru.


 


FOURTEENTH – APPLICABLE LAW:


This contract is subject to the Laws of Peru.


 


FIFTEENTH – JURISDICTION AND ARBITRATION:


The contracting parties resign to the
jurisdiction of their domiciles and expressly submit to the jurisdiction of the
judges and courts of the city of Lima.


Any controversy arising between the parties
in connection with this contract as to its interpretation and/or compliance,
including that referred to its nullity or validity, will be settled by
arbitration according to the Arbitration Law of the National Institute of
Mining and Oil Law (Instituto Nacional de Derecho de Minería y Petróleo), in
charge of three arbitration judges to be elected from the board of arbitration
judges of said Institute, through final and unappealable judgement.


 


SIXTEENTH – LEGAL:


To this effect, the parties indicate as their
domiciles the ones mentioned in the introductory part of this document, being
understood that the same can only be modified upon notarial communication sent
to the interested party, with an anticipation of not less than seven (7)
working days previous the effective change of the domicile. All the
communications related to the contract, and, in general, to all that is
referred to the execution and compliance of the same, must be delivered to the
aforementioned domicile. If these formalities for the change of domicile are
not observed, the communications sent to the domiciled mentioned in the
introductory part of this document will be in effect. 


 


SEVENTEENTH – ASSIGNMENT OF THE CONTRACT:


It is expressly agreed and resolved that in
no event SAASA may transfer or in any way assign, totally or partially this
contract to third parties.  The
non-compliance of this obligation will give rise to the automatic resolution of
the same.


 


EIGHTEENTH – SUSCRIPTION AND SIGNATURE:


With the previous ratification by the
contracting parties of all and every one of the clauses of this contract, and
the agreement that this document, as well as the aspects not expressly agreed
in the same, will be ruled by the regulations of good faith, the common
intention of the parties and the applicable legislation; is signed in Lima –
Peru, in two copies the 17th day of the month of November 2000.


 


	
  SERVICIOS
  DE APOYO ADMINISTRATIVO, S. A. de C.V.

  	
   

  	
  SOUTHERN PERU COPPER
  CORPORATION, Peru Branch

  
	
   

  	
   

  	
   

  
	
  /s/ Genaro
  Larrea Mota-Velasco

  	
   

  	
  /s/
  Oscar González Rocha

  
	
  Genaro
  Larrea Mota-Velasco

  	
   

  	
  Oscar
  González Rocha

  
	
  Comercial
  General Director

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
  /s/ Daniel Tellechea
  Salido

  	
   

  	
   

  
	
  Daniel Tellechea
  Salido

  	
   

  	
   

  
	
  Adm. and Finance
  General Director

  	
   

  	
   

  



 


4