Exhibit 10.24.9


 


 


Please extend in your Registry
of Public Deeds one by means of which the Modification and Extension of the
Term of the Line of Credit Contract in Foreign Currency originally granted by
Public Deed dated September 25 2002, and was executed by of each one of the
institutions below listed is made evident:


 


BANCO DE CREDITO DEL PERU, RUC No. 20100047218,
with address at Calle Centenario N° 156, Las Laderas de Melgarejo, La Molina,
Lima. Represented by Monsieur Andrés Javier Arredondo Bellido, identified with,  DNI N° 10543236   , and, Monsieur Juan
Manuel Inchaustegui Zevallos identified with, DNI N° 07794239, with faculties to
that effect according to power registered on Electronic Entry N° 11009127 from
the Legal Entities Registry in Lima;


 


(each one denominated
individually a Bank and jointly the Banks), and as AGENT
for the Banks, Banco de Credito del Peru, henceforth will be denominated the AGENT; and on the other part


 


DOE RUN
PERU S.R.L. RUC N° 20376303811, with address at Av. Víctor
Andrés Belaunde 147, Via Principal 155, Centro Empresarial Real - Torre Real 3,
Piso 9, San Isidro, properly represented by Mr. Henry Eric
Peitz, identified with Foreign Carnet N° 000190392, with faculty for this
purpose according to power granted on entry C00028 of Electronic Registry  N° 11015369 from the Legal Entities Registry
in Lima, who henceforth denominated DRP,
under the following terms and conditions:


 


FIRST: DEFINITIONS


 


1.1                                 Except for express indication or if the context
requires it, the terms used in this Line of Credit Contract which the first
letter is capitalized will have the meaning indicated in this clause:


 

















 


Affiliates: Will be Doe Run Cayman Ltd (DRCayman), The Doe
Run Resources Corporation (DRR) any of their Restricted Subsidiaries (other
than DRP), as well as any of the Restricted Subsidiaries of DRP.  Restricted
Subsidiaries of DRR and DRP
for this Line of Credit Contract as of the date of execution of this contract
are detailed in Attachment II  Said
Attachment shall be updated as new Restricted Subsidiaries are included for DRR
and/or DRP, DRP shall send a new listing to the  AGENT to that purpose.


 


Agent:  Will have the meaning that is indicated in
the introduction to this Line of Credit Contract.


 


Banks:
 Will have the meaning that is indicated
in the introduction to this Line of Credit Contract.


 


Working Banks: Will be those Banks that have not incurred in
any non-fulfillment under this Line of Credit Contract.


 


Bonds:  Are bonds
issued by DRR for up to an amount of US $175,832,200.00, in conformity with the
terms and conditions contained in the “indenture” celebrated on the 29th of
October of 2002, between DRR, a company constituted under the laws of the State
of New York, as Issuer, the Guarantees and State Street Bank and Trust Company
as Fiduciary ( Trustee”), and their modifications. According to Section 6.12 of
the indenture, DRP’s and its Subsidiaries debt, as it is reflected, shown in
the guarantees under the indenture, are contractually subordinate to payment of
each and every one of the DRP
obligations under this Line of Credit Contract.


 


Adverse Material Change:  Is any
material adverse change in (i) the business, condition (financial or other),
operations or property of DRP,


 

















 


DRR and/or its Affiliates, considered the last ones
(the Affiliates) as a group with DRP
and/or DRR (iI) the capacity of the AGENT
and/or the Banks to execute the rights and remedies granted in their favor in
virtue of the Financial documents or (III) capacity of DRP, DRR and/or its Affiliates, considering these
last ones (the Affiliates) as a group with DRP and/or DRR,
to fulfill the obligations under the present Line of Credit Contract or any of
the Financing Documents.


 


Commitment:  Is the amount
up to which each Bank, in an irrevocable manner, is obligated to participate as
lender for the Credit Line, which is detailed in Attachment I of this Line of
Credit Contract, with the sub-limits therein set.


 


Preceding Conditions for the Closing Date:  Are the
conditions that are described in the Eighth Clause.


 


Conditions Previous to the Disbursements:  Are the
conditions that are described in clause number Nine.


 


Administration and Guarantee Trust Contract:  Shall be the
trust contract to be executed by DRP, as grantor,
in favor of the AGENT as trustee for the benefit
of the Banks.


 


DRP in advance accepts that the AGENT will enjoy and will continue to
maintain in force the Cession of Rights for Accounts Receivable together with
the Administration and Guarantee Trust Contract if it is legally possible.


 


The AGENT shall diligently collaborate with DRP in the structuring of
the constitution of the Administration and Guarantee Trust to which the
preceding paragraph refer, within a reasonable time considering that the


 

















 


maximum tem that DRP has to fulfill this obligation is 60 days,
according to what is disposed on clause 11.21


 


Line of Credit Contract:  Shall be this
document


 


Guarantee Contracts:  Are the
Global and Floating Pledge Contract and the Cession of Rights of Accounts
Payables that DRP executes in favor of the AGENT for the benefit of the Banks on the date of
execution of this Line of Credit Contract and the Administration and Guarantee Trust
Contract, once it is executed.


 


Inventory Concentrate Eligible Accounts:  The
inventory of concentrates acquired by DRP,
that, according to the criteria and reasonable discretion of the Banks, except,
for those that were objected by the Majority of the Banks and said objection was
notified to DRP, fulfills the following requirements: (i) will
consist of concentrates physically located at the plants or DRP premises (including the concentrates that were
found at the Cobriza mine and those that were being shipped from the Cobriza
mine to La Oroya). or in transit to La Oroya from general deposit warehouses,
the same which DRP shall specify in writing to the AGENT within thirty (30) calendar days following to the
date of execution of this Line of Credit Contract, or which are being
deposited, found or are physically located in places different from those
mentioned, but within the territory of the Republic of Peru, can be freely
inspected by the AGENT,
or by whom he designates, this designation will be previously notified in
writing to DRP,
and over which there are no rights or burdens for the depositor, other than
those charges that may derive from the payment of storage and transportation costs,
or the costs for storage or transportation that may be questioned in good faith,
and other Allowable Charges.; (ii) are in good condition, not damaged or
obsolete, fulfilling all the standards established by any governmental authority
that may have authority with regard to said


 

















 


goods, their use and/or sale and which are normally
useable or sellable in the normal course of business of DRP; (iii) is not inventory assigned in favor of DRP; and (iv) are
marketable.


 


Are specifically excluded from this definition: 
(a) the DRP
materials necessary for the processing of Ferrites and (b) the DRP concentrates that result from the processing of
the Ferrites in relation to the Ferrites Project.


 


Eligible Product in Process Inventory Accounts:  The DRP inventory of products in process that in the
criteria and to the reasonable discretion of the Banks, except where this were
objected by the Majority of the Banks and said objection was notified to DRP, will comply with the following requirements: (i)
be products in process that are in good condition; (ii) are sellable products
in process, not obsolete; (iii) the products in process are found or are physically
located in the plant or DRP premises or
at any other place authorized by the AGENT
within the territory of the Republic of Peru; (iv) are the sole property of DRP, the same who has legitimate title for their
transfer; and (v) are free from charges or any measure that may affect DRP’s title, except for Allowable
Charges.


 


Excluded from this definition of inventory product in process are those
related to the Ferrites Project, amongst which are found: (a) the un-processed Ferrites;
(b) the products in the process of production or processing at the Ferrites
plant; (c) the materials needed for the procession of the Ferrites, (d) the Ferrites
that result from the DRP zinc circuit and that are mixed with the remainder of
the Ferrites to be processed by the Ferrites s processing plant, and (e) the
residues derived form the processing of Ferrites at the Ferrites processing
plant.


 

















 


Eligible Finished Product Inventory Accounts:  The inventory of finished products exclusive
property of DRP, that to the criteria and
reasonable discretion of the Banks, except where the same were objected to by
the Majority of Banks and said objection was notified to DRP,
and complies with the following requirements: (1) consists of finished products
at or physically located in the DRP plants or
establishments or at general deposit warehouses or in transit toward them; these
same ones shall be specified in writing to the AGENT
by DRP within thirty (30) calendar days
following the date of execution of this Line of Credit Contract, or that being
deposited, at or physically located in different places than those mentioned,
but within the territory of the Republic of Peru may be freely inspected by the
AGENT, or by whom he designates,
designation which will be notified in advance and in writing to DRP, and over which there is no right or burden in favor of
the depositor, other than the charges that may be derived from payment for
storage and transportation of the final products, or the storage or
transportation charges that are being questioned in good faith and other
Allowed Charges; (ii) which are in good condition, not damaged nor obsolete,
fulfill all the standards established by any government authority, if there is
one that has authority with regard to those goods, their use and/or their sale
and are normally useable or sellable in the normal course of business of DRP; (iii) not be consigned inventory; and (iv) are
marketable.


 


Specifically
excluded form this definition are the final products related to the Ferrites
Project, amongst which are: (a) the Ferrites without being processed, (b) the
materials necessary for the processing of the Ferrites; (c) the Ferrites that
result from the DRP zinc circuit and that are mixed with the other Ferrites to
be processed by the Ferrites processing plant as part of the Ferrites Project;
(d) the residues derived from the processing of Ferrites in the Ferrites
processing plant; and (e) the concentrates that result from the processing of
the Ferrites in relation to the Ferrites Project.


 

















 


Accounts Receivable from Eligible Buyers:
Those accounts receivable for the sale of the DRP
products elected to the criteria and reasonable discretion of the Banks, except
that said election would be objected by the Majority of the Banks and the
objection was notified to DRP, to be
included in the computation of the Base Amount of the Loan, excluding: (i) the
receivable accounts for the sales contracts for an amount no greater than US
$27,500,000 per year that are ceded in Trust as Guarantee in favor of the
Peruvian Government to fulfill the Modified PAMA obligations, and (i) the
accounts receivable that are generated as a result of the sale of DRP concentrates to CORMIN as a result of the Ferrites
Projects, until the total of the debt generated from the Ferrites Loan has been
fully cancelled.  Once cancelled, the
accounts receivable that are generated between DRP and CORMIN in the Ferrites
Project, shall be considered Accounts Receivable of Eligible Buyers as they are
ceded under the Cession Contract for Rights to Accounts Receivable or to the
Administration and Guaranty Trust that is constituted or any one that may be
constituted in substitution of it, if that were the case.  For the purpose of determining the amount of
the accounts to be computed, the nominal value 
of said accounts will  be deducted
from the amount of discounts, reimbursements, deductions, claims, credits,
charges, reimbursements or reductions. 
For effects of the computation of the value of those accounts that are
not in US dollars the corresponding conversion will be made at the exchange rate
on the date of the calculation.


 


DRP and the AGENT agree that once all the debt from the Ferrites Loan is
paid, the accounts receivable that are generated as a results from the sales
that DRP makes to CORMIN as part of the Ferrites
Project shall be considered as Accounts Receivable of Eligible Buyers as
long  they fulfill the requirements
established in the preceding paragraph as they are


 

















 


ceded under
the Cession of rights of Accounts Receivable Contract or to the Administration
and Guaranty Trust that is constituted or the one that may be constituted in
substitution of it if that were the case.


 


Except where
the Majority of the banks determines different, in no case will Accounts
Receivable from Eligible Buyers be: (i) those derived from the sales made by DRP to its Affiliates; (ii) those where the payment term is
longer than the one normally used by DRP in its
commercial transactions; (iii) those that remain unpaid for over sixty (60)
days from their due date or for more than ninety (90) days from their invoice date;
(iv) those where the debtor has more than fifty percent (50%) of their debt as
ineligible in conformance with the criteria established in number (iii)
preceding, (v) those that, added to the other accounts from the same debtor,
exceed the nominal value at 15%  from the
all of the accounts pending from collection from DRP,
but only with regard to the excess; (iv) those where the debtor is, a creditor
of DRP with right to compensation or said
debtor has claimed or argued his responsibility regarding the account, but only
with regard to the amount for which the debtor has right to compensation or has
made a claim or reclamation to DRP; (iv) those
where the debtor has voluntarily initiated or has been initiated a bidding
process and/or bankruptcy,  it has been
liquidated or dissolved, has suspended the carrying out of its business or has
been declared insolvent; (viii) those derived from a sale in which, for any
reason, the debtor has the right to return the goods or DRP
has the obligation to re purchase the same; (ix) those that do not represent a
final sale or those derived from a sale with regard to which the merchandise
has not yet been shipped or sent to the locality designated by the debtor of
the account, except where the document for title transfer has been emitted in
favor of the buyer; (x) those where the debtor has delivered in advance an  amount, value or good as guarantee, but only
in regard to that amount, value or good, except where in any of the previous
cases a letter of credit was, confirmed


 

















 


or endorsed in
favor of any of the Banks; (xi) those that for any other reason are illegal or
have been illegally constituted; and (xii) those where the debtor, in
accordance to what is proven by the AGENT by means
of a comparison between the detail that DRP shall
provide according to literal (iv) of number 11.2 of the Eleventh Clause and its
own information regarding the amounts deposited in the collection accounts when
making the previous payments during the validity of this contract and the
Guarantee Contracts had not done them by means of a deposit to the collection
accounts set in the Cession Contract for Rights or the Trust Contract whichever
may be applicable.


 


Allowed Debt: 
Will Be (i) the guarantee given by DRP and its
Affiliates regarding (a) the granting of one or more Preferential Loans for the
total amount of US $15,000,000.00 (henceforth the Renco Loan), and (b) the
Bonds, in said cases including interest, commissions and payment that from time
to time are generated, but that always are contractually subordinate to the
obligations undertaken by DRP in virtue
of this Line of Credit; (ii) any of DRP or its
Affiliates indebtedness open at the Time of Closing that appears in the
quarterly Financial Statements (in accordance to the Peruvian GAAP) for DRP to June of 2005; (iii) debts and financial obligations
derived from the present Line of Credit Contract, for up to a maximum amount of
capital of US $40,000,000.00 plus interest, commissions and other expenses;
(iv) debts and financial obligations derived from Coverture Contracts
celebrated by DRP with the purpose of protecting
itself against the eventual variation of the interest rate and exchange rate as
well as the variation of the price for fuel, concentrates and finished
products, as long as the amount owed for concept of principal in said contracts
does not exceed the amount owed for concept of principal in the contracts to
which it protects and the obligations derived from Hedge Agreements celebrated
in the ordinary course of business and those exclusively related to the local sale
of DRP production; (v) debts


 

















 


and financial
obligations derived from the Subordinated Loan; (iv) additional indebtedness
incurred by DRP for up to US $20,000,000.00
plus interests, commissions and other expenses including the Ferrites Loan;
(vii) debts and financial obligations undertaken by DRP
in favor of DRR or any of their Affiliates 
(including debts derived of the inter-company contracts);  AS LONG AS, what is indicated in this numeral
(vii): (a) is computed within the additional indebtedness allowed in numeral
(vi), except for the debt derived from the inter-company contracts described in
Attachment VI and the Commercial Accounts with DRR, and (b) includes the direct
and indirect indebtedness between DRP and one or
more of the Affiliates of DRR through one or more financial intermediaries, but
being the annual increment of said indebtedness equivalent to the balance of
commissions not distributed and only for up to a maximum of US $4,000,000.00
annually; (viii)  debts and financial
obligations that DRP may  incur in the ordinary course of its business,
such as: commercial accounts, remunerations to be paid and social benefits,
accumulated expenses, payment of taxes, bond letters to guarantee the payment
of customs obligations, lease of equipment; (x) supportive, unconditional,
irrevocable and automatic bank bond letter in favor of the Ministry of Energy
and Mines derived from the extension of the PAMA for a value equivalent to 20% for
a maximum of US $23,000,000.000 of the balance of the deferred projects of the
Modified PAMA to be executed in accordance to article 8 of Supreme Decree No.
046-2004-EM, as well as any other guarantee that may substitute the one previously
mentioned; and (x) debts and financial obligations incurred in the renovation,
extension, substitution and/or refinancing of any debt mentioned in the
preceding literals, as long as when said renewal, extension, substitution and/or
refinancing is under equal or more favorable conditions, and does not result in
an increase in the amount for concept of capital in an aggregate of the debt
represented by said agreements, with excepted in what is indicated in (viii).


 

















 


This
definition of Allowed Debt includes, with regard to previous numeral (iv) a
finance line for up to US $10,000,000 corresponding to Section 3 of the Ferrites
Loan as it is defined in Attachment VIII of this Contract;


 


Financing Documents: Are (i) this Line of
Credit Contract, (ii) the Promissory Notes, (iii) the Guarantee Contracts, and
(iv) any public deed that is derived from these previous documents as well, as
in each case, the modifications or deferments that occur form time to time.


 


Adverse Material Effect:  Is any event or condition that creates a
substantial adverse effect in (i) the business, condition (financial or other),
operations or properties of DRP, DRR and/or
its Affiliates, considered those last ones (the Affiliates) as a group with DRP and/or DRR, (ii) the capacity of the AGENT and/or the Banks to execute the rights and remedies
granted in their favor in virtue of the Financing Documents, or (iii) the
capacity of DRP, DRR and/or its Affiliates,
considered those last ones (the Affiliates) as a group with DRP and/or DRR, to fulfill its obligations under the present
Line of Credit Contract or any of the Financing Documents.


 


Events of Non-fulfillment : Are those
circumstances detailed in the Twelfth Clause of this Line of Credit Contract, which
originate the consequences mentioned in clause number Thirteen of this Line of
Credit Contract.


 


Closing Date: 
Is the date when the Conditions preceding to the Closing Date and the
execution of the Financing Documents are met.


 


Disbursement Date:  Is the date for which a disbursement is
requested in the Request for Disbursement


 

















 


Date of Expiration:  This is the date of expiration for each one
of the loans and/or credits granted by the Banks in favor of DRP in the frame of the Line of Credit to which Line of
Credit Contract Refers to.


 


Final Expiration Date:  Is the final expiration date for the use of
the Line of Credit, according to what is indicated in number 3.5 of the Third
Clause of this Line of Credit Contract.


 


Allowed Charges:  Will be those taxes and burdens that fall or
may fall on those assets of DRP that: (i)
are derived from obligations from labor legislation and social security
obligations; (ii) are  charges and taxes
imposed by law, or which are derived from the ordinary course of business of DRP, such as burdens or taxes derived from the storage or
transportation of their products,  or
were being questioned in good faith by DRP; (iii) are
charges or taxes necessary for the fulfillment of the law; (iv) are charges or
taxes that are originated as a consequence of incurring in Allowed Debt, AS LONG
AS, said charges or taxes are for up to the maximum amount of the total amount
of capital for the Allowed Debt; (v) are charges or taxes that are originated
as a consequence of a judicial mandate, judicial sentence or arbitration
decision, as long as said judicial or arbitration processes does not constitute
an Event of Non-fulfillment; (vi) assets in trust, constituted by DRP, with the intervention of the General Mining Bureau (“DGM”),
to which one or more sale contracts will be attached in function of the budget
for investments for the modified PAMA. 
The value of the affected contracts shall be for a sum no greater than $27,500,000.00  (Twenty Seven Million and 00/100 US Dollars
), in function to the amount of the investment budget previously mentioned; and
(vii) the guarantees, charges and taxes and transfer in trust that form part of
the Ferrites Project and which are detailed in Attachment VIII to this  Line of Credit Contract.


 

















 


Line of Credit:  Is the financing that is granted to DRP in virtue of this document.  Said financing consists of: (i) a Revolving
Line of Credit, in conformity with the terms contemplated in numeral 3.2.1 of
the Third Clause, and (ii) an Indirect Line of Credit, in agreement with the
terms contemplated in numeral 3.2.2 from the Third Clause.


 


Majority of the Banks:  For effects of the calculation, the Majority
of the Banks, will be the working Banks whose amounts of Commitments represent
at least 67% of the total amount that the Working Banks had committed.  This total shall be calculated in US
dollars.  For these purpose, the
percentages of participation for each Bank assigned in Attachment I of this
Line of Credit Contract will rule.


 


At all times
during the  term of this Line of Credit
Contract Banco de Credito del Peru or another first rate bank, that were
approved by DRP, shall retain 34% of  the
total amount committed by the Working 
Banks.


 


For the cases
in which unanimity of the Banks is required, the working banks shall be the
ones considered.


 


Loan Base Amount:  The amount resulting from the sum of the
following DRP asset accounts, as established in
the certificate to which numeral 11.27 from the Eleventh Clause refers to, in
the established percentages; (i) 90% of the Accounts Receivable from Eligible
Buyers that would have granted their consent to the cession in favor of the AGENT for the total of the collection rights or payment or
85% of the Collection Accounts for Eligible Buyers that had confirmed the receipt
of the communication of said cession of collection and payment rights; (ii) 70%
of the Inventory Accounts for Eligible Concentrates; (iii) 50% of the Eligible
Inventory Accounts for Products in Process, as long as at least 66% of the
value in the books for said products corresponds to products at the process in
the


 

















 


stage process of
refining and (iv) 80% of the Eligible Inventory Accounts for Final Products.


 


Obligations: Are, in general all the
commitments, duties and obligations undertaken by DRP before the Banks in
virtue of this contract and, in particular, those commitments and obligations
detailed in the Eleventh Clause.


 


Financial Obligations: Are the commitments and
obligations undertaken by DRP before the
Banks in virtue of what is disposed in numeral 11.1 from the Eleventh Clause in
this Line of Credit Contract.


 


Modified PAMA: 
Comprehends both the project for the construction of the Sulfuric Acid
Plant, regarding to which DRP will
request DGAAM an extension under the protection of Supreme Decree No
046-2004-EM, as well as the other PAMA projects pending from execution to the
date of approval of the requested extension.


 


Minimum Net Consolidated Assets:  The Minimum Net Consolidated Assets of DRP are US $225,000,000.00; where the Net consolidated
Assets are the sum of (i) all the entries that, in accordance to the Generally
Accepted Accounting Principles (GAAP) in Peru, appear in their Ledger as Assets
and (ii) the amount corresponding to the participations  representative of the social capital.  For the purpose of determining the Net Minimum
Consolidated Assets of DRP (i) the
amount that results from the previous formula will be added to the balance of
the Subordinate Loan; and (ii) the difference between the receivable accounts
from Affiliates and the accounts payable from Affiliates will be deducted.  The accounts to be paid to Affiliates shall
have solely originated from activities proper to the type of business and shall
have taken place under market conditions. 
Without prejudice of what is mentioned, for the purpose of the
calculation


 

















 


of the Minimum
Consolidated Net Assets only accounts to be paid to Affiliates deriving from
investments in securities or the purchase of fixed assets, as long as (i) said
purchases are for amounts under US$ 100,000.00 considered individually and for
US $300,000.00 accumulated during the term of the Line of Credit Contract and
(ii) purchases greater than the amounts in the preceding numeral (i) as long as
said purchases are carried out in terms no less favorable for DRP than those
that DRP could obtain from buyers other than their Affiliates, in which case
verification from an independent consultant will be required.


 


In addition,
the expenses rising from the closure of the Cobriza mine that do not affect the
cash flow from DRP and the adjustments derived from guarantee operations that
do not affect the cash flow of DRP are excluded from the calculation for the
Minimum Consolidated Net Assets.


 


Subordinate Loan:  Is the subordinate loan (denominated as “Subordinate
Promissory Note” granted by DRR to DRP for up to
an amount of US $ 139,062,500.00 executed on September 12, 2002.  Said loan, during the term of the Line of
Credit will not generate interest and its payment in the measure  in which this Line of Credit is in effect
will be contemplated within the US $4’000,000, maximum amount that DRP can distribute to its Affiliates.  The Subordinate Loan shall be found subject
to the legislation of the State of New York in the US of America and the terms
and conditions of the same shall be presented to the AGENT.


 


Ferrites Loan: 
Is the financing granted by Servicios Mineros Integrados S.A.C., a
subsidiary of Trafigura Beheer B.V., for an amount of up to a maximum of US $30’000,000.00
(Thirty Million US Dollars), in favor of DRP according
to the terms and  conditions set in Attachment VIII.


 

















 


Ferrites Project:  Is the Project by means of which the Ferrites
with high zinc and silver content, amongst other metals, are processed by DRP
at the Ferrites processing plant built for that purpose by DRP and which processed
concentrates are transferred to Consorcio Minero S.A. CORMIN, subsidiary of
Trafigura.  The account payable that is
generated from the sale price from the transfer of the concentrates transferred
by DRP in favor of CORMIN shall serve to pay the Ferrites Loan, for up to the
amount that were necessary to fulfill the payment of principal plus interest.


 


Request for Disbursement:  Is the letter addressed to the AGENT
to request a disbursement, which text is enclosed to this Line of Credit
Contract as Attachment II.


 


1.2                               Except
where the contrary is specifically indicated or the context requires it, the
interpretation of this Line of Credit Contract shall observe the following
rules: (a) the singular includes the plural and vice versa; (b) the reference
to any gender includes the other gender; (c) the reference to any contract
(including this Line of Credit Contract and its Attachments), documents or
instrument is understood as carried out on that contract, document or
instrument, as it may be modified or regulated from time to time in accordance
to the terms contained in each one of them and, if applicable, the terms
contained in this Line of Credit Contract; (d) except where  the context demands an interpretation or
opposite sense, the reference to any Clause, Section or Attachment
means that Clause, Section or Attachment of this Line of Credit Contract; (e) “including”
(and, consequently “include”) means that it encompasses without limitation the
general description that precedes the use of said term; (f) any reference to “Party”
or “Parties”  in this Line of Credit
Contract shall be understood carried out to one party or the parties of this Line
of Credit Contract as the case may be and (g) all reference to the “non-fulfillment”
in this Line of Credit Contract and the Financing Documents refers to the
non-fulfillment


 

















 


of any
obligation by any of the Parties, without the duty on the part of the other
existing parties to demand the fulfillment of said obligation – except for what
is foreseen in this Contract - or constitute delinquency on said Party.  As long as the current legislation allows it,
all non-fulfillment will be incurred in an automatic manner, except for what is
foreseen in this Contract.


 


SECOND:   BACKGROUND


 


2.1                               DRP is a privately held Company which purpose is that of
dedicating itself to mining activities of smelting, refining, sale of metals
and related activities including, but not limited, to the processing of
minerals.  In October of 1997, DRP acquired Empresa Metalurgica La Oroya S.A. from its
previous owner, the government company Empresa Minera del Centro del Peru S.A.
under the frame of the privatization process carried out by the government of
the Republic of Peru.  In December of
1997, by means of fusion by absorption DRP absorbed
Empresa Metalurgica La Oroya S.A.


 


2.2                                 In
virtue of Public Deed dated June 18, 1998, granted in Lima before Public Notary
Dr. Anibal Corvetto Romero, Banco de Credito del Peru granted DRP a Line of Credit in Foreign Currency, with the purpose
of financing its operations of export and/or local sales, for up to the amount
of US $40’000,000.00


 


2.3                                 With
date September 2002, Banco de Credito del Peru and DRP
executed the Line of Credit contract in Foreign Currency in virtue of which
Banco de Credito Del Peru renewed the line of credit previously indicated for
up to the same amount, but subject to terms and conditions agreed in the
referenced contract granted under public deed dated September 25, 2002.


 

















 


The term of
expiration of said contract was successively renewed through the 15th
of December 2005.


 


2.4                                 By
means of this Contract DRP has
requested a new renewal and extension of the term of final expiration of the
Line of Credit and Banco de Credito del Peru attending to said request has
accepted to extend and modify the Line of Credit Contract in the terms and
condition that are detailed in this Contract. 
For this reason, the parties specifically declare that this Contract (i)
does not constitute a renewal of obligations and (ii) the terms and conditions
of the Line of Credit Contract are those that are agreed in this Contract
substituting and modifying all the terms and conditions of the Line of Credit
Contract of September 25, 2002.


 


THIRD:
OBJECT OF THE CONTRACT.


 


3.1                                 DRP requires financing for working capital for its foreign
commerce operations and/or local sales, purchase of concentrates, raw
materials, supplies, inventory, spare parts, other operative costs and other
reasons for working capital, for this reason it has requested the Banks to
through the AGENT grant  a Line of Credit for an amount of up to $40’000,000.00
US (FORTY MILLION AND 00/100 US DOLLARS) and the Banks agreeing to the request
made, agree to grant it, subject to the maximum amounts that each Bank has committed
in virtue of their corresponding Commitments, and in agreement with the terms
and conditions that are pointed in the Line of Credit Contract.


 


The
commitments undertaken by each one of the Banks and their corresponding
sub-limits are those listed in Attachment I of this contract.  Attachment I shall be updated accordingly if BCP
were to partially cede


 

















 


their
participation according to what is stipulated in Clause 16 of this Line of
Credit Contract.


 


3.2         The
Line of Credit that is granted under the protection of this Line of Credit
Contract will be formed by the two sub-headings, indicated next, which joint
use cannot exceed US $ 40,000,000.00 (FORTY MILLION AND 00/100 US DOLLARS):


 


3.2.1            Revolving
Line of Credit:  Is granted up to for
an amount that is the lesser between (i) US $40,000,000.00 (FORTY MILLION AND
00/100 US DOLLARS) and (II) the Loan 
Base Amount, as long as the legal limits for the banking operations that
the General Financing System and the Insurance System and/organic
Superintendence Banking and Insurance Law (Law 26702) or any other law that may
replace them in the future allow it.


 


DRP will be able to use the Revolving Line of
Credit that is granted in virtue of this Contract of the Line of Credit, by
means of the request of loans necessary to cover its needs for working
capital.  Within the Revolving Line of
Credit to which this numeral refers to, up to US $5,000,000.00 (FIVE MILLION
and 00/100 USD) may be dedicated for letters of credit.  The use of the letters of credit will be
found subject to the limitations of the Base Amount of the Loan and the other
conditions of the Revolving Line of Credit from the moment in which the
shipping documents that transfer the title are received by DRP.


 


The Revolving Line of Credit 
shall be ruled, in the specific, by the terms and conditions of Clause Four
and in the general by Clause Sixth and following.


 

















 


The Revolving Line of Credit includes the issuance of Credit Cards for
DRP executives for up to US $120,000.00 (ONE HUNDRED AND TWENTY THOUSAND AND
00/100 US DOLLARS), according to DRP’s  request.


 


Finally DRP may use this Revolving Line of
Credit for up to an amount of US $5,000,000.00 for (a) the issuance of bond
letters destined to guarantee the local acquisition of concentrates or raw
materials; and, (b) as long as the AGENT
authorizes it, the issuance of letters of credit for the acquisition of
equipments or goods, other than those indicated in numeral 5.2 of the Fifth
Clause.  The line for bond letters shall
be subject in what is specific to what is disposed on the Fifth Clause and in
the general to what is disposed in the Sixth Clause and following of this Line
of Credit Contract.


 


3.2.2            Indirect Line of Credit: Is granted for up to the maximum amount of US
$13,000,000.00 (THIRTEEN MILLION AND 00/100 US DOLLARS), to be used in the
following manner: (i) up to US $5,000,000.00 (FIVE MILLION AND 00/100 US
DOLLARS) will be earmarked for the issuance of bond letters payment guaranty for
the benefit of the Peruvian National Superintendence of Customs – CUSTOMS to
guarantee operations for temporary admission of mineral (ii) up to US
$8,000,000.00 (EIGHT MILLION AND 00/100 US DOLLARS) will be earmarked for the
issuance of bond letters in strict compliance in benefit of the National
Superintendence of Tax Administration –SUNAT to guarantee requests related to
the General Sales Tax – IGV; and up to US $5,000,000.00 (FIVE MILLION and
00/100 US DOLLARS) will be for to the issuance of letters of credit, which will
be available under the protection of the Indirect Line of Credit until the
corresponding shipping documents that represent  title transfer have been received by DRP and
which amount is


 

















 


different from and in addition to the US $5,000,000.00 million referred
to in Clause 3.2.1.


 


Without prejudice of what is indicated in the preceding paragraph, DRP declares to know and to accept that the maximum amount for
use of the Indirect Line of Credit will be US $13,000,000.00 (THIRTEEN MILLION
and 00/100 US DOLLARS) which does not include bonds in favor of the Peruvian  Government to comply with obligations related
to the Modified PAMA.


 


The Indirect Line of Credit will be ruled, in the specific by the terms
and conditions of the Fifth Clause and in the general by the Sixth and
following Clauses.


 


3.2.3  Any other
line of credit requested by DRP as long as the AGENT accepts said request.


 


3.3                                 The Banks agree to grant DRP,
subject to the terms and conditions of this Line of Credit Contract, various
loans and/or credits in dollars during the period comprehended from the date in
which the Preceding Conditions are met for the execution of Disbursements
until, but excluding the Final Date of Expiration for the maximum amount of US
$ 40,000,000.00 (FORTY MILLION AND 00/100 US DOLLARS) with the clarification
mentioned in numeral 3.2 of this same Clause. 
Subject to the conditions of this Line of Credit Contract, during said
period DRP may take loans, pay or re-take loans
for the amount previously mentioned, for all or in part or request the issuance
of bond or letters of credit as it may correspond.


 


3.4                                 The maximum amount for use of the Line of Credit that
the Banks grant in virtue of this Line of Credit Contract shall be at all times
the amount that results lesser than (i) 40,000,000.00 and (ii) the Base Amount
of the Loan


 

















 


plus the maximum use of the Indirect Line of Credit.  In case that as a consequence of the
variations of the Base Amount of the Loan, the amount used from the Line of
Credit is above the maximum allowable amount contemplated in the paragraph, the
AGENT shall have the faculty to demand prepayment  (without any penalty)from DRP of the sum that is necessary for the used amount of the
Line of Credit to become equal or lesser than the maximum allowable amount in
conformance with what is disposed by this numeral.  DRP shall
comply with making said payment within thirty (30) calendar days following the
date in which it were required by the AGENT.


 


3.5                                 The term of use for the Line of Credit is of nine (9)
months counted from the 23rd of September of 2005, with final
expiration on the 23rd of June 2006. 
The term for the Peruvian Revolving Credit may be extended for an
additional term of three (3) months, with final expiration on the 22nd
of September 2006, subject to (i) the approval of the PAMA extension on the
part of the competent authority,  under
satisfactory terms for the BANKS; (II) that DRP demonstrates to the
satisfaction of the Banks that it is diligently seeking to establish a Take–out
financing in substitution or replacement of the Line of Credit; and (iii) that DRP has obtained from Servicios Mineros Integrados S.A.C.
the funds corresponding to Section 2 of the Ferrites Loan or alternatively,
that DRP demonstrates to the Banks, to their satisfaction, that it has the
alternative financing sources (including the generation of cash for DRP) to constitute the banking bond letter, supportive,
unconditional, irrevocable and of automatic realization  banking bond letter in favor of the Ministry
of Energy and Mines stemming from the extension of the PAMA on the latest date
in which it must be constituted.


 


For effects of the previous numeral (i), it will be understood that the
approval of the extension of the PAMA is satisfactory for the BANKS if:


 

















 


(a)          the investment related to the sulfuric acid plants
associated to the Modified PAMA for the period 2006 is for an investment amount
not greater than US $8,000,000.00 (Eight Million US Dollars);


 


(b)         the total period to carry out the Modified PAMA is no
lesser than three (3) years; and


 


(c)          the amount of said investments is not greater as a
whole than US $110,000,000.00 (ONE HUNDRED AND TEN MILLION AND 00/100 US
DOLLARS)


 


3.6                                 DRP is obligated to use the funds that result from the
first disbursement that is made in accordance to the terms of this Line of
Credit Contract to pay the total of the amount that DRP owed Banco de Credito
del Peru, in virtue of the Line of Credit Contract in Foreign Currency that is
on record on Public Deed dated September 25, 2002.


 


3.7                                 At any time DRP may request
the reduction of the maximum amount for the Line of Credit mentioned previous numeral
3.2. Once the maximum amount of the Line of Credit is reduced, the same will
not be able to be restored again, without previous unanimous approval of the
Working Banks.


 


3.8                                 Without prejudice of what is disposed in the Twelfth
and Thirteenth Clauses DRP obligates itself to pay fully the AGENT fully for
the loans and/or credits that are open in virtue of this Line of Credit on the
Final Expiration Date.


 


3.9                                 The Banks, the AGENT and DRP agree that the Modification and Extension of the Term of
this Line of Credit Contract will have effect from the 15th of
December of 2005, date on which the first disbursement will take place and will
be modified and will automatically extend the line of


 

















 


credit contract dated September 25, 2002 to which numeral 2.2 of the
Previous Second Clause refers to.


 


FOURTH:  OF THE TERMS AND CONDITIONS OF THE REVOLVING
LINE OF CREDIT REFERRED TO IN CLAUSE 3.2.1.


 


4.1                                 Of the Commitments:  From the date
in which the Preceding Conditions are fulfilled for the Execution of the first
disbursement in accordance to this Line of Credit Contract and up to but
excluding the Final Date of Expiration, each one of the Banks that had made a
Commitment irrevocably obligates itself to make one or various disbursements
for a total aggregate amount of capital equivalent to its corresponding
Commitment and within the sub-limits detailed in Attachment I. The obligation
of each Bank to make a disbursement is subject, in each case, to the
satisfaction of each one of the Preceding Conditions for the Carrying out of
the Disbursements.


 


4.2                                 Of the amount:  The amount of
the individual loans requested by DRP cannot be lesser than US
$1,000,000.00 except in the case where the disposable amount for the Revolving
Line of Credit is lesser than said amount and it shall be in amounts multiple
of US $ 200,000.00.  Nevertheless, the
parties recognize that said amounts may be lesser in cases that as a result of
the payment of a letter of credit or the execution of a bond letter, the
indirect credit becomes a loan.


 


4.3                                 Disbursements:  Each
disbursement done under the cover of the Revolving Line of Credit shall be done
on the Disbursement Date indicated in the Request for Disbursement.  The Requests for Disbursement shall be
presented by DRP to the AGENT
no later than 5:00 pm on the third working day previous to the desired
Disbursement Date.


 

















 


No later than 1:00 pm on the Disbursement Date each Bank will place at
the immediate disposal of the AGENT the
proportional amount of their corresponding Commitment for each disbursement
requested, in the account and office indicated by the AGENT.  If DRP had
satisfied the Preceding Conditions for the Execution of the Disbursements, the AGENT shall place the total amount deposited by the Banks at
the immediate disposal of DRP, in the
accounts that for the purpose of the Line of Credit DRP maintains at the office
indicated by the AGENT.  The disbursement on the part of the AGENT dos not imply a certification by this one that the
Preceding Conditions for the Execution of Disbursements have been satisfied nor
a renounce of any claim against DRP for
non-fulfillment.


 


4.4                                 Of the terms: As long as the term of use of the Line of Credit
allows it, keeping into consideration what is agreed in numeral 3.5 of the
Third Clause, the loans shall have terms of 1, 2 or 3 months, at the choice of DRP, manifested in writing to the AGENT
in the corresponding Disbursement Request.


 


4.4                                 Of the rate of interest:  The rate of compensatory interest that the
disbursements shall generate under the cover of the Revolving Line of Credit,
during the terms of use of the Line of Credit shall be the LIBOR rate to 1, 2
or 3 months (depending on the term for disbursement requested by DRP) plus 3.5%, 3.75% and 4.25% correspondingly.  The LIBOR rate to 1, 2 or 3 months is the
interest rate at which, for the same term, deposits of Eurodollars are offered in
the inter-banking market in London, rate registered daily at 11:00 hours according
to what appears in the LIBO page on the monitor from the REUTERS information
system (adjusted if necessary to 1/16 of the closest upper 1%).  The parties agree and establish that the rate
of interest agreed for this loan is floating in nature, in accordance to the
variations of the LIBOR rate and in virtue of that, the AGENT
shall proceed to set the rate that corresponds to each


 

















 


loan with two (2) working days anticipation to the date foreseen for the
disbursement of the corresponding loan, keeping into account the LIBOR rate
that appears on the Reuters Monitor on that date.  The amount that DRP
shall pay for interests at the end of said term will be established on this
basis.


 


Delay in the fulfillment of payment of interest and/or capital for the
loans on their corresponding Expiration Dates, shall be subject from that
moment and until the total cancellation of the expired obligations, to the
payment of late interest at a rate of 3% per annum, in addition to compensatory
interests.  For said effect DRP will incur in automatic delay without need or
requirement for any notice, in accordance to what is ordered in section 1 of
Article 1333 of the Civil Code.


 


4.6                                 Of the Promissory Notes:  Each
disbursement made under the cover of the Revolving Line of Credit shall be
instrumented by means of the issuance, on the part of DRP,
of a Promissory Note in favor of each Bank prorated in measure to the
percentage of their corresponding Commitments for the total amount of each
disbursement, for that purpose the promissory note format that has been
included as Attachment IV shall be used and which forms an integral part of
this contract.  Each one of the Banks is
committed not to endorse said Promissory notes in favor of third parties,
except if said endorsement is done as a result of a cession or participation in
the frame of what is disposed in the Sixteenth Clause of this Line of Credit
Contract.  The parties declare that this
Promissory Note format may be modified by the AGENT
at any time, as long as said modifications are the result of imperative changes
in the Peruvian legislation that regulates Promissory notes.


 

















 


The Promissory notes issued in such manner shall be sent by DRP directly to each one of the Banks, with the AGENT receiving a copy of them.


 


4.7                                 Of the repayment of the loans: Without prejudice of what is disposed in the Twelfth
and Thirteenth Clauses, DRP is
obligated to pay to the AGENT the loans
on the corresponding Expiration Dates, for which it authorizes the AGENT to charge to whichever of the accounts DRP maintains with the AGENT the amount
that is owed in accordance to what is disposed in the Sixth Clause.


 


FIFTH: OF THE TERMS AND CONDITIONS OF THE INDIRECT LINE
OF CREDIT REFERRED TO IN CLAUSE 3.2.2.


 


5.1                                 Of the Commitments:  From the date
in which the Preceding Conditions are met for the execution of the first
disbursement in accordance to this Line of Credit Contract and until, but
excluding the Final Date of Expiration, each one of the Banks that had made a
Commitment is irrevocably obligated to issue one or various letters of credit and/or
bond letters for a total aggregate amount of capital equivalent to the sub
limit of the Indirect Line of Credit established in Attachment I.  The obligation of each Bank to grant an
indirect credit is also subject in each case to the satisfaction of each one of
the Preceding Conditions for the Carrying out of Disbursements.


 


5.2                                 Of the issuance of Letters of Credit:  As long as DRP requests in writing by means of the execution and
presentation to the AGENT of the
Request for Disbursement, within three (3) working days advance notice, one of
the Banks, at the election of DRP, shall as
part of the credit granted to DRP in virtue
of the Indirect Line of Credit to which this contract refers to, issue 


 

















 


Letters of Credit for payment of the importation of
raw materials, concentrates or materials carried out by DRP.


 


The issuance of the letters of credit done under the cover of the
Indirect Line of Credit shall be done on the Disbursement Date indicated in the
Request for Disbursement.  The Requests
for Disbursement shall be presented by DRP to the AGENT no later than 5:00 pm on the third working day before
the desired Disbursement Date.


 


No later than 1:00 pm on the Disbursement Date, the corresponding Bank
shall issue the corresponding letter of credit, as long as DRP
had satisfied the Preceding Conditions for the Carrying out of
Disbursements.  The Issuance of the
letter of credit on the part of the corresponding Bank does not imply a
certification by this one that the Preceding Conditions have been satisfied nor
a renounce against any claim against DRP for their
non-fulfillment.  The Letter of credit
shall be sent to the beneficiary directly by the issuing Bank, and copy of the
letter of credit shall be sent to DRP.


 


At the time of honoring the letter of credit, the corresponding Bank
shall communicate immediately to the AGENT of the
payment made, being applicable what is stipulated in numeral 5.4 following.


 


5.3                                 Of the value of the Letters of Credit: The amount for the letters of credit requested by DRP shall not be
lesser than us$ 100,000.00 except in case where the amount available for the
Indirect Line of Credit is inferior to said amount or a different amount were
approved by the Bank issuing the letter of credit.


 


5.4                                 Of the terms of the Letters of Credit:  As
long as the term for use of the Line of Credit allows it, keeping into
consideration what is agreed in


 

















 


numeral  3.5. of the Third
Clause, the letters of credit shall have the terms requested by DRP and approved by the AGENT, the same
which, in principle, shall not exceed the term of three months, being in any
case, said term renewable or extended, previous approval from the issuing Bank.


 


5.5                                 Of the payment of the Letters of Credit:  At the
time of payment of a letter of credit issued in virtue of what is disposed in
this Clause, the Banks in prorating in function to the percentage of their
corresponding Commitments, shall finance DRP the amount
owed, by means of granting a loan for a term of up to tree (3) months under the
terms and conditions set in the Fourth Clause and other Clauses of this
document; except where DRP requests
the AGENT to collect immediately the amount
paid in the letter of credit, for which, by means of this DRP
authorizes from here on the AGENT to charge
to its regular account or to any of its account(s) the corresponding amount, in
conformance with what is disposed in the Sixth Clause.


 


5.6                                 Of the Issuance of the Bond Letters:  As
long as DRP requests it in writing, by means of
the execution and presentation to the AGENT of a
Request for Disbursement, one of the Banks, at the election of DRP, shall, as part of the credits granted to DRP in view of the Indirect Line of Credit to which this
contract refers to, issue (i) bond letters for the benefit of the National
Customs Superintendence – CUSTOMS and (ii) bond letters in Strict Compliance for
the benefit of the National Tax Administration Superintendence – SUNAT.


 


The issuance of the bond letters done under the cover of the Indirect
Line of Credit shall be done on the Disbursement Date indicated in the Request
for Disbursement.  The Requests for
Disbursement shall be presented to


 

















 


the AGENT by DRP
no later than 5:00 pm on the first working day prior to the desired Disbursement
date.


 


No later than 1:00 pm on the Disbursement Date, the corresponding bank
shall issue the bond letter, as long as DRP has
satisfied the  Preceding Conditions for
the Execution of Disbursements.  The
issuance of the bond letter on the part of the corresponding Bank does not
imply a certification that the Preceding Conditions have been satisfied nor a renunciation
to any claim against DRP for their
non fulfillment.  The bond letter shall
be sent by the issuing Bank directly to DRP  and DRP shall send
copy of the bond letter to the AGENT.


 


In a case where the bond letter is to be honored, the corresponding
Bank shall immediately communicate to the AGENT the
issuance of the payment, being applicable what is stipulated in the following
numeral 5.8.


 


5.7                                 Of the terms (expiration) of the Bond
Letters:  As long as the term of use of
the Line of Credit allows it, keeping into consideration what is agreed in
numeral 3.5 of the Third Clause, the bond letters shall have the terms
requested by DRP and approved by the AGENT.


 


5.8                                 Of the payment of the Bond letters:  The parties recognize that the payment of the
bond letters shall be done by the issuing Bank immediately and at the simple
request of the beneficiary, reason why it is précised that the opposition and
exception of their execution, if they were pertinent, shall be made directly by
DRP against the executing
beneficiaries, freeing the Bank from all responsibility for proceeding with the
required payment in an immediate manner. 
Only once the Bank has honored the bond letter, shall it notify DRP of it not placing into effect any of the requests that DRP may send to the Bank to suspend, retain or deny payment
demanded by the beneficiary.


 

















 


Once the bond letter is honored by the Bank, DRP
is obligated to reimburse said amount, for which it authorizes the AGENT from here on to charge to his account or in any of its
accounts the corresponding amount in conformance to what is disposed in the
Sixth Clause.  In the case where DRP does not have enough funds in its account(s) said
deficit will be computed as an amount used from the Revolving Line of Credit ,
stipulated in Clause 3.2.1


 


SIXTH: OF
THE PAYMENT OF THE LINE OF CREDIT.


 


6.1                                 Of the Payment of the Line of Credit:  it is
condition of this Line of Credit Contract and specially regarding the payment
of capital and compensatory and late interests and other expenses, commissions,
services and taxes (except for the taxes that are charged for the AGENT’S  or Bank’s
profit t, which payment and economic cost will solely assumed by said parties)
to which there were place, that all the payments shall be made in the same
currency that has been agreed and granted for each loan in accordance to what
is disposed in article 1237 of the Civil Code. 
For this purpose DRP shall place
at the disposal of the AGENT
proportionally to the account of the Banks to which it corresponds no later
than 12:00 pm on each Expiration Date or other date in which it may correspond
to make a payment to the AGENT or the
Banks, enough funds to fully attend to the payments and it authorizes the AGENT hereon to charge the amounts owed to any of its
accounts in national or foreign currency, which  it maintains in any of the AGENT’S  Branches in
the country or overseas, or to any funds or values in any currency it has on
hand to be credited or delivered, without the need for previous authorization
nor later conformity.  The AGENT shall also have the right to retain and apply to the
amortization and/or cancellation of what DRP owed to the
Banks, any


 

















 


amount, deposit or value of any nature that for any reason it holds or
which is destined to be credited or delivered.


 


Later on that same day, and as long as the AGENT
had received the payments before 12:00 pm, the AGENT
shall distribute the funds proportionately to each Bank as it may correspond..  The payments received by the AGENT after 12:00 pm shall be considered as made the next
day, in which case the late interest rate pointed in numeral 4.5 of the Fourth
Clause shall be applicable.


 


The AGENT shall specifically be authorized
by DRP to on his own acquire at the
exchange market which is legally available, the foreign currency necessary to
apply for the amortization and/or cancellation of the debt, with charge to any
of the accounts in national currency that DRP may have at
the Bank or at any of its subsidiaries or branches.


 


6.2                                 Of the Prepayments:  The
amounts of principal owed by DRP to the
Banks related to the Line of Credit shall be able to be paid in advance by DRP totally or partially at any time, free from any penalty
or commission.  When making a total or
partial prepayment, DRP shall notify
the AGENT in writing two working days in
advance of the date on which it shall make the prepayment, indicating the
amount of the anticipated payment.


 


6.3                                 Taxes:  All the payments that the AGENT receive with regard to disbursements granted under
this Line of Credit Contract shall be made free from any tax or other charge
that has the effect of reducing the total amount to be received by each Bank
according to what is agreed in this Line of Credit Contract.  As a consequence, DRP
shall assume the cost that implies that each Bank will receive an amount equal
to the agreed one, without any deduction. 
Nevertheless, the parties recognize that DRP
is not obligated, nor will economically assume the cost for any tax that is


 

















 


applicable to the profit that the Banks or the AGENT
receive as a consequence of their participation in this Line of Credit
Contract.


 


SEVENTH: OF THE COMMISSIONS


 


DRP is
obligated to pay the following commissions:


 


7.1                                 Structuring Commission:  DRP will pay the AGENT for
concept of Structuring Commission US $200,000.00 (TWO HUNDRED THOUSAND and
00/100 US DOLLARS).  The structuring
Commission shall be paid on the Closing Date. 
..


 


7.2                                 Agency Commission:  DRP shall pay the AGENT, for
Concept of Agency Commission US $30,000.00 (THIRTY THOUSAND AND 00/100 US DOLLARS)
during the period of use of the Line of Credit.


 


7.3                                 Commitment Commission:  DRP shall pay the AGENT for
concept of Commitment Commission, during the term of use of the Line of Credit
an amount equivalent to 0.375% yearly of the non used average amount of the
total amount of Working Banks Commitments that shall be calculated from the
daily portions not used starting from the date in which the conditions for the
execution of Disbursements are fulfilled from which a quarterly average shall
be obtained onto which  the previously
rate shall be applied.  This Commission
shall be paid by expired quarter within the first ten (10) days of the
following trimester.  For purposes of
calculation the nominal amount of the letters of credit and the bond letters to
which the Fifth Clause Refers, shall be considered as “amount used” from the
Line of Credit.  The Commitment
Commission shall be shared amongst the Banks, prorated according to the
percentage that each one of their Commitments represents in relation to the
total syndicated amount  of the Line of
Credit


 

















 


7.4           Commission for Issuance of Letter of Credit: DRP shall pay
the AGENT, for concept of Commission for
Issuance of Letter of Credit the following amounts:


 


7.4.1        Against the issuance of the Letter of Credit an
amount equivalent to 0.25% per trimester or fraction of the amount of the
corresponding letter of credit payable by DRP to the AGENT on the date of issuance of the letter of credit. This
commission shall be delivered to the Bank issuing the letter of credit and.


 


7.4.2        Against the receiving of the shipping
documents, an amount equivalent to 0.25% flat of the amount of the
corresponding letter of credit or amount negotiated, payable by DRP to the AGENT on the
date of receiving of the shipping documents are received. This commissions
shall be delivered to the Bank issuing the letter of credit.


 


7.4.3        Other expenses: 
DRP shall reimburse the AGENT those expenses in which the Banks incur
for the purpose of issuing a Letter of Credit, including telex, postage and
other expenses related to the issuing bank.


 


7.5           Commission for Issuance of Bond Letters:  DRP shall pay the AGENT for
Commission for the Issuance of Bond Letters and amount equivalent to 1.5%
yearly for the total amount of the corresponding bond letter. This commission
shall be delivered to the bond letter issuing bank.


 


7.6           Additional Taxes:  The
previously indicated commissions do not include the IGV nor other lawful taxes
that may fall upon them being those taxes chargeable to DRP. Nevertheless,
in no event shall DRP be
responsible,


 

















 


nor shall it
economically assume the taxes for the profits that the Banks or the AGENT receives as a result of their participation in this
Line of Credit Contract.


 


EIGHTH:  CONDITIONS PREVIOUS TO THE DATE OF CLOSURE


 


Are conditions previous to the Date of Closure:


 


8.1           Legal
capacity of DRP:  The receipt on the part of the AGENT of certified copy with proof of registration of the
General Meeting of Stockholders of DRP authorizing
the subscription and execution of this Line of Credit Contract and the
Guarantee Contracts and the naming its representatives for the signature of the
same.


 


8.2           Financial
Statements: The receipt on the part of the AGENT
of the copies of the audited financial statements corresponding to the economic
financial period closed the 31st of December of 2004 and the
non audited financial statements corresponding to the second trimester of the
2005 period, accompanied of a certification from DRP,
recent in date, that said financial statements have been prepared in the
correct and complete manner and in accordance to GAAP in Peru.


 


8.3           Internal
Approvals:  Receipt by the AGENT of the approval of the conditions for the Line of
Credit from the competent offices of each one of the Banks.


 


8.4           Due
Diligence – Insurance:  Satisfactory
determination for the Banks of the due diligence carried out by the AGENT of the review of the DRP
insurance policies.


 

















 


8.5           Delivery
of the Copy of the Subordinate Loan: Receipt on the part of the AGENT of a copy of the Subordinate Loan, properly signed,
between DRP and DRR, under satisfactory terms
for the banks.


 


8.6           Financial
Documentation:  The parties had
arrived to a definite agreement on the terms and conditions contemplated in the
Financing Documents.


 


8.7           Non-existence
of Litigation:  The receipt on part of
the AGENT of a certificate signed by the
General Manager of DRP or who ever
exercises those functions in his absence, stating that with the exception of
what has been revealed to the AGENT before
the signing of this contract or revealed in this Line of Credit Contract, there
is no action, investigation, suit, written claim or legal process pending
against DRP or its goods, in any court,
commission or government committee, meeting, government agency or arbitration
that were known by a member of the administration or management of DRP, with exception of: (i) any action, investigation,
demand, written claim or legal process that had been resolved in last instance
against DRP and could cause a Material Adverse
Effect on DRP; and (ii) those informed to
the AGENT as part of the “Information
Reported”, contained in Attachment V.


 


8.8           Authorizations
and Approvals: If necessary, all the authorizations and government
approvals necessary to carry out operations by DRP have
been obtained and are fully valid and current with the exception of: (i) those
that, which absence (not obtained or expired) could not cause an Adverse
Material Effect; or (ii) those contained in the “Reported Information”
that forms part of Attachment V.


 


8.9           DRP licenses:  All the substantial contracts, substantial
concessions and licenses necessary to carry out the operations of DRP have been
obtained and are found fully valid and current, with the exception of: (i) those
which


 

















 


absence (not obtained or expired) would not
cause a Material Adverse Effect; (ii) those contained in the “Reported
Information” that forms part of Attachment V.


 


8.10         Insurance:  The endorsement in favor of the AGENT, for the benefit of the Banks, of the insurance
policies that cover the DRP assets and
that have been issued by first rate insurance companies, with the levels of
personal insurance and deductibles which are current to date.


 


8.11         Non
existence of government Action:  That
the Peruvian Government has not promulgated legislation nor has taken any
action that in the criteria and reasonable discretion of the Majority of Banks may limit
the export ability of DRP, for its
products.


 


8.12         Non
existence of Material Adverse Effect and Adverse material Change:  That no circumstances or situation has
occurred, that in the criteria and reasonable discretion of the Majority of the
Banks, may cause a material adverse change or may have a material
adverse effect on: (i) the Peruvian financial system, (ii) the
international financial system, (iii) the Peruvian or international
capital markets; (iv) the political or economic surroundings in Peru, or (v) the
tributary or monetary policies of the Peruvian government, its laws and
regulations; and in any of these cases as long as each one of these cases, the
same could reasonably cause a material adverse effect in the capacity of all
the Banks to fulfill its obligations undertaken in this Line of Credit
Contract.


 


8.13         Non
existence of Adverse material Effect and Change of Adverse Material in DRP and/or Affiliates: 
From the date of the last audited financial statements, no circumstances
or situations that, to the criteria and reasonable discretion of the Majority
of the Banks, may cause a Material Adverse Change or may have a
Material Adverse Effect in: (i) the capacity


 

















 


for repayment of the loans and/or credits on
the part of DRP and/or Affiliates; o (ii) the
business, operations, property, actives or liabilities of DRP
and/or Affiliates, have been produced.


 


The legal representative of DRP will certify
what is indicated in the previous paragraph, according to the format contained
in Attachment IX of this Contract.


 


8.14         Non
existence of tax burdens on the income and assets of DRP:  That the assets and accounts receivable of DRP are free of any burden or tax, except for those
contemplated in the Line of Credit Contract or that are defined as Allowable
Burdens.


 


The legal representative of DRP will certify
what is indicated in the previous paragraph, according to the format contained
in Attachment IX of this Contract.


 


8.15         Payment
of Commissions:  That DRP has paid the AGENT the
commissions that correspond in accordance to what is disposed in the Seventh
Clause, as well as any other expenses, services and applicable fees that must
be paid under this Line of Credit Contract.


 


8.16         Payment
of Taxes:  The receipt on the part of
the AGENT of a certificate signed by the DRP legal
Representative, according to the format contained in Attachment IX of this
Contract, declaring that DRP is
fulfilling its labor and tax obligations, with the exception of those that have
been informed to the AGENT or are
informed to the AGENT as part of the “Reported
Information” contained in Attachment V.


 


8.17         Legal
Opinions:  The receipt on the part of
the AGENT of the Legal Opinion of their lawyers confirming the subordination
of: (i) the guarantees


 

















 


for indebtedness of DRP and its affiliated
under (A) the Bonds, plus any interest, rights and owed expenses, and (B) the
Renco Loan in an aggregate amount of no more than US $15,5000,000.00 (ii) any
other obligation or DRP debt and its affiliates; for the DRP debt existing
under the Peruvian revolving credit facility.


 


8.18         Renewal
of the Credit Facilities:  Receipt on
the part of the AGENT of the documents that credit the signing of the
renewal of the credit facility granted by Congress/CIT in favor of DRR.


 


NINTH: CONDITIONS
PRECEDING THE EXECUTION OF DISBURSEMENTS


 


Are conditions preceding the execution of the disbursements of the
credits and/or loans to which this Line of Credit Contract refers to.


 


9.1           Guarantee
Contracts and establishment of Collection Accounts:  The receipt on the part of the AGENT of the addenda to the Guarantee Contracts, with the
exception of the Trust Contract, properly executed by DRP
and its conformity with relation to the establishment of the Collection
Accounts in Lima and Miami. Also DRP shall have
complied with the sending of notifications to the DRP
customers instructing them to make their payments at the Collection Accounts
and the AGENT shall have received copy of the
document that shows receipt of said notifications.


 


The accounts receivable that are generated
from the sale of DRP concentrates to CORMIN as a
result of the Ferrites Project, after the obligations of the Ferrites Loan have
been fully cancelled shall be considered Accounts receivable of Eligible Buyers
as long as they are part of the Guarantee Contracts. The accounts
receivable granted in trust by


 

















 


DRP in fulfillment of the obligations
necessary for the obtaining of the Modified PAMA are excluded from the
Guarantee Contracts.


 


9.2           Presentation
of Request for Registration in the Addenda of the Contract for Global and
Floating Pledge:  That the request
for registration in the corresponding Public Registry of the addenda to the
Global and Floating Pledge granted by DRP in favor of
the AGENT, for the benefit of the Banks. The
addenda to the Global and Floating Pledge in force will include a specific
exclusion of the inventory of products related to the Ferrites Project, amongst
which are found (a) the unprocessed Ferrites; (b) the products under
process of production or being processed at the Ferrites plants, (c) the
materials necessary for the processing of the Ferrites, (d) the Ferrites
that result from the DRP zinc circuit which are mixed with the other Ferrites
to be processed by the Ferrites processing plant, (e) the concentrates
that are produced as a result of the processing of the Ferrites; and (f) the
residues derived from the processing of Ferrites at  the processing plant for Ferrites.


 


9.3           Loan
Base Amount Certificate: The receipt on the part of the AGENT of a certificate signed by the General Manager,
Finance Vice President, Treasurer or those who exercise their functions in the
case of their absence, establishing the Base Amount of the Loan.


 


9.4           Non
Existence of Adverse Material Effect and Adverse Material Change:  That no circumstances or situations have been
produced that, to the criteria or reasonable discretion of the Majority of the
Banks, may cause a material adverse change or may have a material
adverse effect on: (i) the Peruvian financial system, (ii) the
international finance system, (iii) the Peruvian or international capital
market; (iv) the political or economic environment in Peru or (v) the
tax or monetary policies of the Peruvian government, its laws and regulations;
and as long as each of those cases


 

















 


the same may reasonably cause a material
adverse effect in the capacity of all of the Banks to fulfill their obligations
undertaken in the present Line of Credit Contract.


 


9.5           Non
existence of Material Adverse Effect and Material Adverse Change at DRP and/or Affiliate: 
That from the date of the last audited financial statements
circumstances or situations that to the criteria and reasonable discretion of
the Majority of the Banks have not been produced that may cause a Material
Adverse Change or may have a material Adverse Effect on: (i) the
capacity for repayment of the loans and/or credit on the part of DRP and/or Affiliates, or (ii) the business,
operations, property, assets or liabilities of DRP
and/or Affiliates.


 


9.6           Fulfillment
of the DRP obligations:  That DRP is found
in fulfillment of all  Obligations
established in this contract, including the Financial Obligations, with
exception of what is established in the second paragraph of numeral 11.18 of
the Eleventh Clause.


 


9.7           Non-Existence
of Government Action:  That the
Peruvian Government has not promulgated legislation not has taken from the date
of Closure, any action that to the criteria and reasonable discretion of the
Majority of the Banks may limit export on the part of DRP of its products.


 


9.8           Non-Existence
of any Event of Non-fulfillment: That on the Date of Disbursement no event
of non-fulfillment has been produced that remains without being rectified.


 


9.9           Declarations
and Guarantees:  That the
declarations and guarantees made by DRP in the
Tenth clause of this Line of Credit Contract and in the Guarantee Contracts are
correct and true to the date in which they were made in all material aspects
unless the defect in such declaration or


 

















 


guarantee may not reasonable cause a
Material Adverse Effect in the situation of DRP, and as long as when that
declaration or guarantee had been true and correct in all its aspects in the
date on which they were made.


 


9.10         Fulfillment
of the PAMA:  That, to the Date of
Disbursement DRP must be in fulfillment of the
PAMA, in accordance to what is established in the agreement executed with the
competent government authorities, as they periodically modified it, except for
what is contained in the “reported Information”.


 


Also under DS. No. 046-2004-EM, DRP is
in the process of presenting the request for exceptional extension of the term
for the fulfillment of the building of the sulfuric acid plant project
comprehended in the PAMA.


 


9.11         Authorizations
and Approvals:  If they are
necessary, all the authorizations and government approvals to carry out the
operations of DRP have been obtained and are
fully valid and in force, except those that: (i) where their absence (not
obtained or terminated), may not cause Material Adverse Effect and (ii) those
contemplated in the “reported Information” which forms part of Attachment
V of this Contract. Also, all the substantial contracts, substantial concession
and necessary licenses to carry out DRP operations
have been obtained and are fully valid and current, except for those
contemplated in the ‘Reported Information”.


 


TENTH: DECLARATIONS
AND ASSERTIONS


 


DRP declares and
asserts to the Banks that except for what is indicted in the “Reported
Information” as Attachment V to the present Line
of Credit Contract:


 

















 


10.1         Organization
and Qualification:  DRP is a commercial society of limited responsibility
organized and in existence under the Peruvian legislation, which is permitted
under the Peruvian laws, to be owner of its goods and carry its ordinary
activities.


 


10.2         Powers
and Authorizations:  DRP possess and has granted its representatives all the
powers and authorizations necessary to execute this Line of Credit Contract,
the Guarantee Contracts and other Financing documents and to fulfill all the
obligations undertaken in each one of them.


 


10.3         Obligatory
Fulfillment. This Line of Credit Contract, the Guarantee Contracts and
other Finance Documents constitute valid and binding obligations, of obligatory
fulfillment for DRP, except for what is ordered in
the applicable legislation in matter of bankruptcy, insolvency and
restructuring of assets.


 


10.4         Government
Authorizations:  DRP
has all the government authorizations necessary under the current legislation
to fulfill the present Line of Credit Contract, the guarantee Contracts and
other Financing Documents and to fulfill the obligations undertaken in each one
of them; the same are found in force and are not subject to any condition or
requirement. Any authorization that DRP required
from the Date of Closing shall be obtained by it opportunely, except those
where their (not obtained or expired) will not cause a material Adverse Effect.


 


10.5         Non-Existence
of Conflicts:  The signing and
execution, on the part of DRP of this
Line of Credit Contract, of the Guarantee Contracts and other Financing
Documents: (i) is not in conflict nor creates a situation on
non-fulfillment with regard to (a) any of the terms, conditions or
provisions of the statutes and other documents of the constitution of DRP, (b) any law or regulation that is applicable to
it, or any sentence, judicial mandate or


 

















 


decree from any court or pertinent authority,
(c) any agreement or contract in which DRP
is part or by which it is obligate (ii) it cannot result in the
creation or imposition of any tax, burden or affectation (a) cannot
reasonably, cause a Material Adverse Effect in the situation of DRP and had been properly informed to the AGENT previous to the date of closing ; (b) is
contemplated in the present Line of Credit Contract, including the Allowable
Burdens.


 


Excepted from this declaration are those
conflicts that do not cause Material Adverse Effect.


 


10.6         Legal Situation:  DRP is not in a
situation of non-fulfillment under any law or regulation that is applicable to
it, or sentence, judicial mandate or decree from any court or pertinent
authority, except where that situation of no fulfillment may reasonably
cause a Material Adverse Effect in the situation of DRP
and had been properly informed to the AGENT previous
to the date of Closing.


 


10.7         Financial Statements:  DRP has made
available to the AGENT its Financial Statements to
the 31st of December 2004, properly audited and its Financial
Statements to September 30, 2005. All this financial information had been
prepared in proper and complete manner in accordance to GAAP in Peru and
reflects in a precise manner the financial condition of DRP.
To the Date of Closing DRP does not
poses direct liabilities or contingencies that need to be reflected in its
financial statements in accordance to the GAAP in Peru, more than those (i) referred
to or reflected in the mentioned financial statements on said dates, (ii) emerging
from the present Line of Credit Contract, of the Guarantee Contracts and other
Finance Documents, (iii) communicated to the AGENT;
or (iv) that result from the regular course of the DRP
operations or that are considered Allowed Debt. To the Date of Closure,


 

















 


no material Adverse Change has occurred in the consolidated financial
condition of DRP from that financial condition
reflected in the financial statement to the 31st of December of
2004, except for (a) said material adverse Change had been corrected or
rectified by DRP or the AGENT
or the Banks had renounced to their right to claim for said Material Adverse
Change; or (b) DRP would have
informed the AGENT of said material Adverse
Change before the Date of Closing.


 


10.8         Legal Processes:  There is no action, investigation, written
claim, demand/or legal process pending against DRP
or its goods in any court, commission or government committee, assembly
government agency or arbitration, that to the knowledge of any member of the
administration or management of DRP may cause
a Material Adverse Effect. Excepted from this declaration are: (i) those
that do not cause material Adverse Effect; and (ii) those reported as “Disclosed
Information” according to Attachment V.


 


10.9         Revelation:  To the Date of Closing the declarations made
by the members of the administration or the management of DRP
in this document and in the Contracts of Guarantee, do not include false
declaration of any fact nor omit intentionally any material fact that may cause
that the information provided by DRP lead the
Banks to incur in error. To the Date of Closing there is no fact known to DRP that has not been revealed to the AGENT
and that may result in a Material Adverse Effect for DRP.


 


10.10       Non-existence of Fortuitous or Force
Majeure Cases: 
the business and properties of DRP have not
been affected by fire, explosion, accidents, strikes, forced stoppages or
any other labor problem, drought, storm, hail, earthquakes, embargoes or any
other circumstance that, in a reasonable manner may cause a Material
Adverse Effect to DRP.


 

















 


10.11       Non-existence of Harm to the Environment:  DRP operates
its business fulfilling all the norms and regulations that are applicable to it
in accordance to the legislation and environmental regulation referred to the
mining metallurgical activities, and within the frame of the current PAMA (with
the exception of those obligations indicated in the second paragraph of section 9.10)
and in conformity with the Modified PAMA. No harmful, toxic or dangerous
material, defined that way by those norms, has been or is being released,
ejected, spread or liberated by DRP in
violation of any norm of the mining metallurgical legislation or regulation,
except that actions appropriate and accepted by the corresponding government
authorities and revealed to the AGENT are being
taken to remediate this situation. Any harmful, toxic or dangerous material
that DRP transports shall be subject to the
environmental norms that are applicable to it adopting the appropriate and
accepted actions by the corresponding government authorities.


 


10.12       Taxes:  DRP has
prepared, signed and presented before the competent authority the forms for all
the tributes and taxes to which it is legally obligated and has paid the same,
except for those that are being claimed by DRP through the
appropriate challenge recourses and over which if it were required in
accordance to GAAP in Peru, the provisions and reserves have been made in the DRP accounting books. There is no procedure or dispute
pending between DRP and the government authority
in matter of tributes and taxes, different from those detailed in Attachment V,
which forms integral part of this contract, as it were modified by DRP periodically. Excepted from this declaration are: (i) those
that do not cause Material Adverse Effect; and (ii) those reported as “Disclosed
Information” according to Attachment V.


 

















 


10.13       Immunity:  DRP does not
possess immunity regarding the jurisdiction and court, tribunal, arbitration or
any tribunal or regarding any legal process or suit.


 


10.14       Rank:  All the obligations that DRP
assumes under the present Line of Credit Contract are obligations of first
ranking for DRP and therefore, they have
preeminence regarding the other obligations, direct or indirect, present or
future, for DRP, except for: (i) those
specifically indicated in the General law of the Bidding Contest as it were
modified or replaced from time to time: (ii) those established in the
Modified PAMA and (iii) those that are generated from the Ferrites Loan
and the Ferrites Project. In that sense, the obligations that may arise
for DRP from the generic guarantee granted
in relation to the Bonds, and the Renco Loan are contractually subordinated
regarding to the DRP obligations undertaken in
virtue of this Line of Credit Contract.


 


The obligations contained in exceptions (ii) and (iii) previously
referred to shall have the same ranking as the obligations that DRP undertakes before THE  BANKS in this Line of Credit Contract.


 


10.15       Maintenance of the Congress/CIT credit
facility: DRR maintains a credit facility with Congress/CIT, except
where said credit facility be substituted by another that complies with at a
minimum, terms and conditions similar to those contained in said credit
facility.


 


10.16       Financing related to the Ferrites Project:  DRP has executed a contract for financing
with Servicios Mineros Integrados S.A.C. and guarantee granted by Trafigura
Beheer B.V. on the 10th of December of 2005, to the
satisfaction of the BANKS, by means of which, a line of credit grants up to the
amount of US $30,000,000.00. The first US$ 10,000,000 (“Tranche 1”), deducted
the commissions, expenses and other concepts will be


 

















 


deposited in an “escrow account” (which disbursement in favor of DRP shall be found mainly subject to the perfection of the
guarantees in favor of Servicios Mineros Integrados S.A.C. in the corresponding
public Registries). The disbursement of the remnant of the line of credit of
the Ferrites Loan is conditioned to the fulfillment and/or occurrence of a series of
conditions or preceding events to the disbursements, as it is described in said
financing document.


 


ELEVENTH: 
DRP OBLIGATIONS


 


By means of this Clause, DRP assumes
before the Banks the following Obligations:


 


11.1         Financial Obligations:  Provide the AGENT
within thirty (30) working days after each finance quarter a certificate signed
by its General Manager, Vice President of Finance Treasurer or who exercises
their functions in case of their absence, certificate that DRP
is found in compliance with the Net Minimum Consolidated Assets.


 


11.2         Information


 


(i) Veracity: 
Provide correct and true information by formulating the Request of
Disbursement and at all times, through the life of the present Line of Credit
Contract.


 


(ii) Financial Information: 
remit to the AGENT or who he
designates, as long as such designation has been informed in writing to DRP, complete financial information, the Audited Financial
Statements and Non-Audited Quarterly Financial Statements prepared by DRP, in accordance to GAAP in Peru and any information that
the AGENT reasonably requests in a periodic
manner. The Financial Audited Statements shall be provided


 

















 


within a period no longer than one hundred and twenty (120) days from
the closing of each exercise (December 31) during the term of this Line of
Credit Contract and the Non audited Financial Statements shall be provided
within thirty (30) days from the closing of each trimester, being obligated to
promptly communicate to the AGENT or to
whom he designates, any fact or circumstance that may give origin to a
substantial deterioration in the income, profit, capacity to pay and/or
financial situation of DRP. Also, send
to the AGENT or to whom he designates a
non-audited version of the financial statements of DRP
to the closing of each quarterly exercise.


 


(iii) Additional Information:  Remit to the AGENT
within a prudent period after its request, any additional information that were
required with relation to the present line of Credit Contract, the Guarantee
Contracts and the capacity of DRP to comply
with the obligations undertaken in virtue of said documents.


 


(iv) Information regarding Accounts Payable and Collected
Accounts:  Send to the AGENT each time that this requests it, within a prudent
period, the detail of the accounts receivable and collected accounts during the
period that, in each opportunity the AGENT indicates
to him.


 


(v) Information regarding Eligible Concentrate Inventory
Accounts:  for the case of the
Eligible Concentrate Inventory accounts that were composed totally or partially
by inventory in transit to La Oroya from general deposit warehouses, DRP shall specify said warehouses in writing to the AGENT within the thirty (30) calendar days following to the
dates of execution of this Line of Credit Contract (except in the case of
transfer of an important part of those concentrates to places not
specified by DRP to the AGENT
in the period set, under this assumption DRP is obligated to provide immediate
notice to the AGENT of the destination).


 

















 


(vi) Restricted Subsidiaries: 
Remit to the AGENT the
update of Attachment II from the present document, in the measure in which the
relation of the Restricted Subsidiaries by DRP and/or DRR
is modified.


 


11.3         Notification of Extraordinary Events:  Promptly notify the AGENT
regarding the occurrence of some of the following events, including a description
of their nature and the actions that DRP plans to
take with regard to: (i) some Event of non-fulfillment and/or (ii) some
litigation, arbitration or administrative procedure in which DRP is a party and that if resolved in an unfavorable manner
for DRP, may have an Adverse material
Effect.


 


11.4         Maintenance of books and accounting
registries: 
Keep its books and accounting registries in accordance to principles and
accounting practices of general acceptance in Peru, committing before the Banks
to have the annual financial statements of the company to be reviewed by an
external auditing firm of international reputation, giving notice in an
opportune manner to the AGENT of the
auditors selected. The registries shall be kept with enough detail to pin point
the investments made, their costs and if the case were the progress of their
execution, in each case as GAAP requires it in Peru.


 


11.5         Inspection:  Allow that technical personnel of the AGENT, or that which he designates, as long as such
designation is informed in writing to DRP, to verify
the information provided and the correct application of the resources granted
in virtue of the credits and/or loans granted by the Banks to DRP under the fame of this Line of Credit Contract, as well
as carry out inspections of the plant and DRP premises.
Up to four inspections maybe done regarding inventory quantity, to the account
of DRP, and up to two with regard to
inventory quality  (these last ones shall
be made at the time


 

















 


that any of the other four inspections on quantity of the inventory of DRP are done). For this effect the annual periods shall be
computed from the Date of Closing to the fulfillment of the anniversary of said
date.


 


11.6         Existence and Capacity:  maintain their existence as commercial society
of limited responsibility under the Peruvian law.


 


11.7         Non-participation in Non-connected
activities:  Remain in the
current line of business and abstain form participating direct or
indirectly in non-related activities. What is ordered in this numeral does not
limit the possibility of DRP to grant
financing, assistance, benefits and improvements to the local colleges,
government organizations and communities as it has been doing previously.


 


11.8         Use of the Resources: Dedicate
the resources of the credits and/or loans that the Banks grant it in the frame
of this contract, with the purpose mentioned in the Third Clause of this Line
of Credit Contract.


 


11.9         Payments to Affiliates:  Limit the payments to DRR and its affiliates,
excluding the Commercial Accounts to DRR to 
$333,333.33 per month for any concept.


 


11.10       Maintenance of the Congress/CIT credit
facility : during the duration of this facility DRR shall keep the
credit facility granted by Congress/CIT under the terms that satisfy the BANKS
except is said credit availability is substituted for another that at least
complies with similar terms and conditions to those contained in said credit
facility.


 


11.11       Maintenance of Assets: Maintain
in good condition according to the type of business that DRP
carries out, the plant and other productive areas necessary for the development
of it social purpose, and periodically carry


 

















 


out necessary repairs, with exception of those that may not cause
an Adverse Material Effect on DRP.


 


11.12       Limitation of the Disposal of Assets:  Abstain, during the term of the present Line
of Credit, from selling, leasing, transferring or ceding the use of the fixed
assets necessary to maintain production and sales of the company estimated in
the request for credit presented to the Banks, except when: (i) it is in
the normal course of its business; (ii) said fixed assets are no longer
necessary to carry out their operations, (iii) the fixed assets are
considered, in accordance to previous practices as exceeding or obsolete, (iv) which
have been replaced or are to be replaced in the daily course do DRP business, (v) be considered Allowable Charges
(Transfer in Trust of the Ferrites Project), (vi) are considered a cession
in use or assignation according to what is contained in the “Reported
Information”, which forms part of this Line of Credit Contract as Attachment V.


 


Except if there were and Event of Non-fulfillment not resolved by DRP within the corresponding period for cure DRP may dispose of its assets as it is stipulated in numerals
(i) to (iv) preceding as long as within a period of 360 days, the
amount of said transaction does not exceed, in an individual case  the amount of US $1,000,000.00 and as a
whole, US $2,000,000.00. For any sale that exceeds said amounts DRP shall obtain the previous satisfaction from the AGENT and as long as it has the express authorization is in
writing of the Majority of the Banks. The Banks commit to do their best effort
to provide response to the mentioned request within a maximum period of ten (10) working
days from its presentation, and in case that said period transpired without DRP receiving any response, the request will be understood
as approved. This obligation does not limit, 
nor prohibits: (a) the agreements that are for exploration and
exploitation of new projects in the DRP concession in 


 

















 


Cobriza which  allow third
parties to carry out investments in said concession in exchange for the
participation in the earnings, profit or royalties of said projects (“Farm-out”)
or the closure of the Cobriza mine operations, nor the sale of fixed assets
that is done as a result of the same.


 


11.13       Pledge over Social Participations:  Provide to the AGENT
on the Date of Closing a certificate signed by the Vice-President of DRCayman,
in accordance to Attachment X, in virtue of which
said company commits not to charge, pledge or and in any other form affect
in favor of third parties the percentage that results from subtraction to the
33.33% of the representative stock of the social capital of DRP, the percentage
of social participation that are owned by stockholder workers or former workers
from Centromin, Metaloroya or DRP and its
successors, grantors or any other stockholder different from DRCayman.


 


11.14       Government Authorizations:  Keep current, during the term of this Line of
Credit Contract all the licenses, substantial permits and in general any
authorization that is necessary for the normal development of its activities
and the execution of this Line of Credit Contract, except those that: (i) which
absence may not cause an Adverse Material Effect; or (ii) are found
contained in the “Reported Information”.


 


11.15       Taxes:  Comply with paying all the tributes and taxes
that correspond to it in accordance to the applicable legislation in virtue to
the tax stability granted through the Guarantee Contracts and Investment
Promotion Measures with the Peruvian Government, except for those tributes that
are being questioned and/or claims against DRP through the
appropriate challenging recourses and with regard to which in the case the Peru
GAAP requires that the reserves and corresponding measures be made in the books
and accounting registries of DRP.


 

















 


11.16       Abstention from Mergers or Splits: Abstain form participating
in processes of merger or split and not to sell or transfer all or a
substantial part of its fixed assets to any person, nor acquire all, or
substantially all, the assets of any person, without previous express
authorization in writing from the Majority of the Banks, the same which will
not be denied without justifiable reason.


 


11.17       Fulfillment of the Law: Be up to
date in the fulfillment of its tax, labor obligations, including those derived
from the social security legislation and private administration of the pension
fund, as well as the remainder aspects of the Peruvian or foreign legislation
that are applicable to it and any regulation with regard to them, unless that: (i) the
need to fulfill said legislation or regulation is being debated and/or
questioned by DRP, in good faith through the
appropriate means and provisions in the books and accounting records of DRP had been made for them; (ii) its non fulfillment
could not cause an Adverse Material Effect on DRP; (iii) such situation
had been informed to the AGENT before
the Closing Date; or (iv) it refers to the situation contained in Clause
11.18 of this Contract.


 


11.18       Fulfillment of the Environmental
Legislation: 
Without prejudice of the obligation contemplated in the previous
numeral, comply with each and every one of the obligations that the
environmental mining metallurgical current legislation imposes, keeping into
consideration: (i) what is ordered in the PAMA with the exception of the
obligation referred to in the second paragraph of Clause 9.10 of this Contract,
(ii) the Modified PAMA and (iii) Supreme Decree No. 046-2004-EM.
Also the obligation of fulfillment contained in this Clause includes that of
doing the studies and fulfilling the requirements established in the laws and
corresponding rules.


 

















 


In the same manner, in the case that DRP
were to violate any of the norms that are applicable to it from the legislation
and environmental legislation referred to the mining-metallurgical activities
or were not to fulfill any of the obligations it undertakes in its
corresponding PAMA or Modified PAMA and any other environmental obligation as
long as said non fulfillment could cause a Material Adverse Effect on DRP (the lack of delivery of the Bond Letter to MEM, the
lack of creation of the Guarantee Trust or any other guarantee that the
Peruvian Government may demand would be considered Adverse Material
Effect), DRP shall inform the AGENT of said fact as a condition preceding to the execution
of disbursements. The Banks commit to carry out disbursements in favor of DRP, in accordance to what is ordered in the Line of Credit
Contract, except that once reported, to the criteria of the Majority of the
Banks, this will be a material non-fulfillment.


 


11.19       Request for Extension of the PAMA:  DRP shall request the Ministry of Energy and
Mines of Peru (“MEM”) the exceptional deferment of the terms for the
fulfillment of the PAMA according to Supreme Decree NO. 046-2004-EM  published on 29-12-2004 no later than the 31st
of December 2005.


 


11.20       Purposefully left blank


 


11.21       Trust:  To establish a Trust in Administration and
Guarantee, within sixty (60)  calendar
days following the Closing Date, on all the accounts receivable, including the
present and future rights to collect for DRP, 
resulting from 100% of DRP sales contracts (including accounts
receivable to CORMIN, once the total of the debt contracted with Servicios
Mineros S.A.C., according to the Ferrites Loan is paid), except for accounts
receivable  resulting from sales
contracts with an annual value not greater than US $27,500.00 to be assigned to
the trust to be set in


 

















 


function to the investment budget for the Modified PAMA  in accordance to what is disposed in Article 7
of Supreme Decree No. 046-2004-EM, or any norm that substitutes it.


 


11.22       Non existence of Hedging Agreements with
speculative purposes: 
Abstain from executing hedging contracts with speculative purposes,
which do not have as essential purpose to protect themselves from the eventual
fluctuation of the interest rates  and
monetary exchange, as well as the price of concentrates, fuel and final
products.


 


11.23       Transactions and contracts with
affiliated or associated individuals:  Abstain from celebrating with affiliated
companies or associated individuals transactions that offer less advantageous
conditions than those that DRP would
obtain if the transaction were celebrated with non related third parties. Excluded
from the limitations referred to in this numeral are the obligations that DRP has with Affiliates or associated individuals which are
detailed in Attachment VI which forms integral part of this Line of Credit
Contract and the Administration Commissions.


 


11.24       Obligations: Comply on
or before the date of expiration, with all the obligations that it has
undertaken in virtue of this or other contracts that has celebrated and which
non-fulfillment may at the criteria or reasonable discretion of the
Majority of the Banks and may result in Material Adverse Effect for DRP, unless said non-fulfillment (i) is being debated
or claimed by DRP, in good faith, through the appropriate means and (ii) over
which the corresponding DRP accounting
books have the corresponding reserves and provisions in accordance to the GAAP
in Peru.


 


11.25       Limitation of the undertaking of debts
and financial obligations: 
Abstain from undertaking, create or incur in any debt or financial
operation other than the Allowed Debt.


 

















 


11.26       Limitation of Burdens:  Abstain from creating or undertaking burdens
on any of their books, assets or contractual rights, present or future, except
where it is: (i) burden specifically created, required or allowed by this
Line of Credit Contract or the Guarantee Contracts, and  (ii) Allowed Burdens. DRP may not constitute additional burdens on those
assets or rights included in the Guarantee Contracts, except for those
specifically  contained in this Line of
Credit Contract.


 


11.27       Certificate indicating the Base Amount of
the Loan:  Send to the AGENT a Certificate signed by its General Manager, Finance
Vice-President, Treasurer of who exercise their functions in their absence,
establishing the Base Amount of the Loan with effective date of the 20th
of each calendar month, as well as the detail of the accounts that were  used for the determination; keeping this
information under the character of sworn declaration. This Certificate shall be
delivered by DRP to the AGENT
within five working days after the twentieth of each calendar month. This
Certificate shall be in force for the following calendar month counted from the
twentieth of each month, except where DRP presents to
the AGENT a new Certificate in the interim
in replacement of the first one, in which case this new Certificate will be in
force for the remaining days until the 20th of the next calendar
month.


 


11.28       Limitation in the distribution of
dividends:  Abstain from
distributing dividends or pay subordinate debts, in case that an Event of Non
Fulfillment is produced or in case that there is delinquency in the contractual
obligations with the Banks and/or the AGENT, subject to what is disposed in
Clause 11.9


 


11.29       Contractual Subordination:  DRP shall deliver to the AGENT the documents
that accredit that the guarantee given by DRP and its Affiliates


 

















 


as support of the Renco Loan and the Bonds are contractually
subordinated to the obligations that DRP has undertaken in favor of the Banks
in virtue of the Line of Credit.


 


11.30       (Left blank intentionally)


 


11.31       Satisfactory legal opinions:    DRP shall
deliver to the AGENT legal opinion signed by the DRP attorneys, in accordance to the formats enclosed as attachment
VII. Also, DRP shall provide the AGENT, with
that information required by the Bank lawyers so that they may emit,
within sixty (60) days counted from the date in which this Line of Contract
become effective, as indicated in numeral 3.10, a legal opinion satisfactory to
the Banks, regarding: (a) the contractual subordination of the generic
guarantee granted by DRP in favor of
the Bonds and the Renco Loan to the Obligations that DRP
undertakes in virtue of this Line of Credit Contract; (b) subordination of
the Subordinate Loan to the fulfillment of the Payment Obligations that DRP undertakes in virtue of this Line of Credit Contract,
and; (c ) verification that under insolvency or bankruptcy of DRR, the
obligations that DRP undertakes under this Line of Credit Contract are
obligations of first ranking for DRP, and,
therefore, they have pre-eminency regarding the other obligations, direct or
indirect, present or future for DRP, except for: (i) those specifically
indicated in the General Law of the Bidding System as it were modified or
replaced from time to time, (ii) those established in the Modified PAMA
and (iii) those that are as a consequence of the Ferrites Project.


 


This obligation will be considered as validly fulfilled if and only if
all the legal opinions required are in terms satisfactory to the Banks.


 


11.32       Follow up of the Modified PAMA:  DRP is obligated to regularly report to the
AGENT regarding the progress in the process of the request for


 

















 


extension of the PAMA until its approval, in accordance to what is
established in D.S. 046-2004-EM.


 


11.33       Inventory Review: DRP will
facilitate the review by a technical independent consultant, designated by the
AGENT, of the condition of the fixed assets and DRP inventories that are
necessary to determine the Base Amount of the Loan.


 


TWELFTH: 
EVENTS OF NON FULFILLMENT


 


The parties agree that each one of the following circumstances
constitute an Event of Non-fulfillment.


 


12.1         Non fulfillment in the Obligation to Pay:  If DRP did not
comply with the payment of (i) any amount corresponding to principal or
interests of any of the loans and/or credits granted under the present Line of
Credit Contract, (ii) any commission, fee or expense that it has to pay or
reimburse in virtue of this Line of Credit, the Guarantee Contracts or the
other Finance Documents, or (iii) any other obligation undertaken under
this Line of Credit Contract, the Guarantee Contracts or the other Financing
Documents.


 


12.2         Falsification of any Declaration or
Guarantee:  If any of the
declarations or guarantees made by DRP in this
Line of Credit Contract is false or uncertain and such circumstance continues
without being corrected for a period of fifteen (15) calendar days from the
notary notification sent by the AGENT in such
case.


 


12.3         Non fulfillment of Obligation:  If DRP does not
fulfill any of the obligations undertaken under the present Line of Credit
Contract or the Guarantee


 

















 


Contracts, different from the Obligation to Pay referred to in numeral
12.1 of this Twelfth Clause, or if DRP incurs in
additional different debt or indebtedness obligation other than the Allowed
Debt.


 


If DRP did not fulfill any of the
obligations to which numerals 11.2 (Information, 11.3 (Notification of Special
Events, 11.4 (Maintaining of Books and Accounting Registries), 11.5
(Inspection), 11.6 (Existence and Ability), 11.11 (Maintenance of Assets),
11.14 (Government Authorizations),  11.15
(Taxes),  11.17 (Fulfillment of the Law),
11.24 (Obligations) and 11.27 Certificate indicating the Base Amount of the
Loan), it shall correct said non-fulfillment (if said non-fulfillment is
correctable) within thirty (30) calendar days following to the notary
notification sent by the AGENT for that
purpose.


 


In the case where DRP does not
fulfill any of the obligations to which numerals 11.18 (Fulfillment of the
Environmental Legislation), 11.19 (Request for the Extension of the PAMA) refer
to or other obligation not specified in the previous paragraph, it will be
understood that this does not have period to redress.


 


12.4         Non fulfillment of the Financial
Obligation: 
If DRP does not fulfill any of the
Financial Obligations described in numeral 11.1 of the Eleventh Clause of this
contract and that non-fulfillment were not cured within thirty (30) calendar
days following the notary notification sent for that purpose by the AGENT.


 


12.5         Bankruptcy or Insolvency: If DRP or any of its Affiliates initiate or has initiated
against them and is declared as admissible a procedure for bankruptcy,
insolvency, restructuring of  goods or
bidding process in accordance to the applicable legislation in this matter.


 

















 


12.6         Non-fulfillment of Obligations
contemplated in other contracts (Cross Default):  If DRP, DRR or any
of their Affiliates does not fulfill any of the obligations undertaken in
virtue of other financing contract that they have, as long as said
non-fulfillment is for amounts greater than: (i) US $500,000.00 in the
case of DRP and/or DRR; and (ii) US $
1,000,000.00 in the case of any of the DRP or DRR
Affiliates and as long as in each case the resolution of the anticipated
expiration for the fulfillment of its obligations derived from said contract,
except for the anticipated expiration of the financial obligations contained in
the Ferrites Loan that may be generated as a consequence of DRP not obtaining the approval of the Modified PAMA by April 30,
2006.


 


Nevertheless, the parties precise that in facing the non fulfillment in
the Bonds and the Renco Loan, the amounts to which the previous paragraph
refers to are not applicable, and non-fulfillment will be considered (i) when
an event of non fulfillment is declared in conformity to what is established in
the documents that regulate said operations, and/or (ii) in the case of
any request or demand for execution of the DRP guarantees
and/or their subsidiaries had granted in said operations, and/or (iii) in
case of any payment or attempted payment of the obligations guaranteed by DRP and/or its subsidiaries in virtue of the Bonds and the
Renco Loan, except for previous written consent of the Majority of the Banks.


 


12.7         Non-validity of Guarantee Contracts:  If any of the Guarantee contracts is
rescinded, is resolved or it stops from (i) creating a valid and complete
guarantee over the property subject to such guarantee, with the priority
granted in it, or (ii) found in full validity and force, by being declared
inefficient and without value by arbitration organization or competent
jurisdiction. Exceptionally, if within the term of twelve (12) months from
creation of the Trust Contract in Administration and Guarantee, the same is
declared null or non efficient at the request of a third party this will not


 

















 


constitute and Event of Non-Fulfillment, according to the present Line
of Credit Contract, as long as the Cession of Rights Contract for Collection is
in force and properly ceded in favor of the AGENT in such a manner that THE
AGENT is not harmed by the declaration of nullity or inefficacy.


 


12.8         Invalidity of the Financing Documents:  If any of the Financing Documents (excluding
for these purpose the Trust in Administration Guarantee contract, within the
term of twelve (12) months from its constitution) stopped from being executable
or required.


 


12.9         Government Authorizations:  If any government authorization that may be
required by DRP with regard to this Line of
Credit Contract, the Guarantee contracts or the Financing Documents, stops
being in full force or efficacy and as long as this caused a Material Adverse
Effect.


 


12.10       Change in Stock Ownership:  If DRR stops from possessing directly or
indirectly 66.66% of the DRP stock,
except where it has the approval of the majority of the Banks.


 


12.11       Existence of Burdens over the Oroya
Productive Unit: 
If DRP, burdened, transferred, affected or
in any other form allowed by law disposed of the mining concessions and/or
assets of its ownership that are related to or physically located at the
Productive Unit of La Oroya, except for Allowed Burdens and except for the
disposal of assets referred to In Clause 11.11 including the disposal of the
assets of the Cobriza mine, as well as the agreements for “farm-out” and “joint
venture” contained in Clause 11.12 of this Line of Credit Contract.


 


12.12       Expropriation:  If on the date after the Date of Closing the
Peruvian government carries any action that in the criteria and reasonable
discretion of the Majority of the Banks, (i) may result in the
deprivation of


 

















 


any of the rights of the Banks as creditors under this Line of Credit
Contract, or (ii) confiscate, expropriate or nationalize the property or
control of DRP over the goods matter of this
Line of Credit Contract or the Guarantee Contracts.


 


12.13       Political Violence:  If on date after the Closing Date, any act of
war occurs (declared or non declared), civil war, revolution, insurrection or
terrorism in the Republic of Peru that has a Material Adverse Effect in the
ability of DRP to fulfill its obligations
under this Line of Credit Contract and the Guarantee Contracts.


 


12.14       Adverse Material Effect:  If on a date after the execution of this Line
of Credit Contract any act or circumstance that under the criteria and
reasonable discretion of the Majority of the Banks occurs that may cause a
Material Adverse Effect.


 


12.15       Adverse Material Change:  If on the date after the execution of this
Line of Credit Contract any act or circumstance occurs that to the criteria or
reasonable discretion of the Majority of the Banks causes a Material Adverse
Change.


 


12.16       Non fulfillment of the PAMA and Modified
PAMA:  If (a) DRP has not fulfilled any of the obligations undertaken in
virtue of the PAMA as it were modified from time to time, in accordance with
the agreements in force executed with the competent government authorities and,
as long as said non-fulfillment causes a Material Adverse Effect on DRP (with exception of the fulfillment of the investments
related to the building of the sulfuric acid plant); or (b) if DRP has not fulfilled any of its obligations undertaken in
virtue of the Modified PAMA, as it were modified from time to time, in
conformity with the current agreements executed with the competent


 

















 


government authorities and as long as said non-fulfillment cause a
Material Adverse Effect on DRP.


 


For the case of the Modified PAMA referenced in previous literal b) it
will be understood that the non-delivery of the bond letter to the MEM or the
non creation of the Guarantee Trust in support of the obligations undertaken in
the Modified PAMA (or any other guarantee that may be demanded by the
Peruvian Government in substitution of the guarantees previously referenced),
has a Material Adverse Effect.


 


12.17       Negative Resolution on the part of
the MEM:  If MEM rejects the
request for extension for the PAMA presented by DRP. It is understood as
rejection, that the Resolution of the MEM is consented in the last
administrative instance.


 


12.18       Use of Section 2 of the Ferrites
Loan:  If on the last date
to constitute the bond in favor of MEM, DRP has not
obtained from Servicios Mineros Integrados S.A.C. the funds corresponding to Section 2
of the Ferrites Loan or, alternatively , financing from other source (including
the generation of cash from DRP) the funds that would be necessary to
constitute said bond.


 


THIRTEENTH: CONSEQUENCES IN THE EVENT OF NON-FULFILLMENT.


 


13.1         In the case where any of the Events of
Non-fulfillment described in the previous clause were produced, and as long,
they existed, the term to cure said Event of Non-fulfillment had expired
without DRP rectifying it, the AGENT may, as long as the Majority of the banks request it,
declare this Line of Credit Contract terminated, in accordance to what is
ordered in Article 1430 of the Civil Code, by means of written
notification sent via notary to DRP,
accompanying a settlement of the owed balance according


 

















 


to what is
ordered in numeral 7 of article 132 of the General Law of the Financing
System and the Insurance System and/organic Law of the Superintendence of
Banking and Insurance Law No. 26702; understanding this Line of Credit
Contract as closed, without the need for other communication or formality,  considering as expired the term and demanding
the immediate payment of the owed amounts; in which case the AGENT shall have the right to execute and/or legally sue for
the full payment of the owed amounts, as well as execute the guarantees to
which the Fourteenth Clause of this Contract refers to and the promissory
notes. The delay on the part of the AGENT and/or
Banks in the exercise of this right does not mean in any case the presumption
of renunciation to the same.


 


13.2         If the assumption contemplated in the previous
numeral arose and as long as the AGENT does not
collect the full amount that DRP owes,
compensatory and late penalty interests at the highest rates the AGENT has established and are allowed by law will be applied.


 


FOURTEENTH: GUARANTEES


 


As guarantee for the fulfillment of the
obligations it undertakes in virtue of this Line of Credit Contract. DRP obligates itself to grant in favor of the AGENT,  for the
benefit of the Banks the following guarantees that will be ruled by their
corresponding contracts and addenda:


 


14.1         Cession of Rights for Accounts Receivable, in
favor of the AGENT in benefit of the Banks that
are originated from the sales that it obtains from contracts or sales
operations of their products, as well as the collections that are generated
from them, as long as said accounts receivable are Accounts Receivables of
Eligible Buyers, for which DRP will
proceed to execute the Addenda to the corresponding Guarantee Contract.


 

















 


Said Addenda
will specifically exclude a: (i) the accounts receivable that DRP
maintains with CORMIN derived from the Ferrites Project, exclusion that will
remain in force until DRP has paid the total of the debt contracted with
Servicios Mineros S.A.C. according to the Ferrites Loan, and (ii) the
accounts receivable from the sales contracts of DRP to be assigned to the
assets in the trust to be constituted in function to the budget for investments
corresponding to the Modified PAMA, in accordance to what is disposed in Article 7
of Supreme Decree No. 046-2004-EM, or any norm that modifies or
substitutes it, for a maximum amount of $27,500.000 US


 


14.2         Fist and Preferential Global and Floating
Pledge in favor of the AGENT, for the
benefit of the Banks, over the totality of the concentrates (in beds), products
in process and finished products maintained and/or prepared by DRP; for which it will proceed to sign the Addenda to the
corresponding Guarantee Contract.


 


Said Addenda
to the Global and Floating Pledge Contract, in force shall specifically exclude
the inventory of products related to the Ferrites Projects, amongst which are: (a) the
Ferrites without processing; (b) the product under processing for
production or processing in the Ferrites plant, (c) the materials
necessary for the processing of the Ferrites, (d) the Ferrites that result
from the zinc circuit at DRP which are mixed with the other Ferrites to be
processed by the Ferrites processing plant (e) the concentrates that are
produced as a result of the processing of the Ferrites; and (f) the
residues derived from the processing of the Ferrites in the mentioned
processing plant.


 


14.3         Trust in Administration and Guarantee, in which
all the accounts payable are ceded, including the right to current and future
DRP collections, resulting from 100% of the local and international sales
contracts of DRP,


 

















 


excluding: (i) the
accounts receivable of DRP from CORMIN derived from the Ferritess Projects,
until the total of the debt contracted before Servicios Mineros S.A.C.
according to the Ferrites Loan is totally paid, and (ii) the Accounts
Receivable for up to US $27,500,000.00 resulting from the sales contracts of
DRP that are assigned to fulfill the Modified PAMA obligations.


 


FIFTEENTH: INDEMNIFICATION


 


By means of this Clause, DRP
obligates itself to indemnify the AGENT and its
Directors, executives and employees (herein in this clause “the
Indemnifiable  Parties”) for any loss,
harm or expense that any of the Indemnifiable Parties suffers or incurs as a
consequence of this Line of Credit Contract, including, but not limited to
professional fees for lawyers and expenses arisen from the transaction
celebrated, unless said loss or expense is as a consequence of the guilt or
negligence of said Indemnifiable Party.


 


SIXTEENTH: 
CESSIONS AND PARTICIPATIONS


 


DRP, the AGENT and the Banks authorize in an
express and irrevocable manner for any Bank to be able to cede in all or in part in
favor of one or other financial institutions, national or foreign, the
contractual position that it occupies in the present Line of Credit Contract,
cedes the rights that the same grants it (without as a consequence of this
cession the terms and conditions of the DRP obligations
under this Line of Credit Contract being modified) as well as any other act or
operation related to the Line of Credit that may be carried out in
accordance to the law, in favor of one or more of the cessionaries. In case
that the bank that accepts the cession or participation were a bank without
domicile in Peru (“Foreign Bank”), said Foreign Bank will economically
undertake any tax that burdens what he receives from it and what result from
the granting of a credit from overseas.


 

















 


For this purposes, DRP
is obligated to execute the documents that are necessary to carry out the
authorized transfers according to the previous paragraph.


 


Regardless of what is previously disposed,
Banco de Credito is obligated to hold a percentage of no less 34%  of the total of the amounts committed by the
Working Banks, except where it cedes its position in this Line of Credit
Contract to another first rate bank, previous consent of DRP, whose consent may be
withheld without justification.


 


In the case of cessions or participations
related to the issuance of letters of credit or bond letters, the cession shall
be valid, if and only if the accepting bank for the cession or participation is
a fist rate bank commercially accepted for the issuance of the bond letters or
letters of credit.


 


DRP shall not be able to cede or transfer its
contractual position without the previous authorization of the AGENT and all of
the Banks.


 


SEVENTEENTH: 
MODIFICATION OF THE CONTRACT.


 


17.1         The parties reserve the right to modify the
terms of this Line of Credit Contract at the time that they estimate it
appropriate. The modifications introduced shall enter into force from the
execution of the contract that for that purpose is executed or on the date in
which the parties agree. Any modification to this Line of Credit Contract,
shall be done necessarily through Public Deed, except for those that refer to
addresses, facsimiles, electronic mails and/or authorized persons to issue
communications, in which case it will be enough to communicate such
modifications by means of a notary letter.


 


17.2         (Missing from contract)


 

















 


17.3         Without prejudice from the previously
mentioned, any change in the terms and conditions of this Line of Credit
Contract which implies: (i)a reduction or extension in the amount of capital; (ii) a
reduction or increase in the interest rate, be it compensatory or late
interest; (iii) an extension or reduction of the term; (iv)reduction or
increase in the amount of the commissions; and (v) any modification in the
Guarantee Contracts, shall necessarily have the approval in writing of the
total of the Working Banks participating in the Line of Credit.


 


Any other
change in the terms and conditions of this Line of Credit shall have the
approval in writing of the Majority of the Banks.


 


EIGHTEENTH: COSTS AND EXPENSES


 


18.1         All the costs and expenses that are originated for
the AGENT as a consequence of the
preparation, negotiation and execution of this contract, including but not
limited to professional fees for lawyers, the due diligence expenses, the
expenses derived from the participation and/or syndication of the AGENT, the expenses derived from the creation and
administration of the Trust of Accounts Receivable and the commissions that the
banks in which Collection Accounts are established collect as a consequence of
this Line of Credit Contract will be assumed and paid by DRP.


 


18.2         Also, all the legal and non legal expenses that
may be originated as a consequence of the collection of the sums that DRP may owe to the Banks and/or the AGENT in virtue of this Line of Credit Contract and/or the
execution of the Guarantee Contracts will be assumed and paid by DRP.


 

















 


18.3         In the same manner the commissions and expenses
that the corresponding banks may collect from the AGENT
who participate in one or another manner in the Letters of Credit issued by the
agent, to which the fifth Clause of this document refers to. The AGENT is obligated to deliver to DRP
a copy of the evidence of the payment that the corresponding bank(s) provide to
them will be assumed and paid by DRP.


 


18.4        Without prejudice of what is established in the
previous paragraphs, all the additional costs and expenses that are derived
from the Line of Credit Contract, including the notary changes derived from the
rising to Public Deed of these documents, as well as the Certification and
Simple Copies of the same for the AGENT shall be
assumed by DRP.


 


NINETEENTH:  NOTIFICATIONS


 


Any notification, request, demand, consent,
designation, direction, instruction certificate or other communication to be
issued under this Line of Credit Contract shall be given in writing or sent via
facsimile (with written confirmation of the reception, confirmation may be
done via facsimile) to the address and facsimile number indicated below for DRP and the AGENT and when
it is required by Peruvian law, to the addresses of DRP
and the AGENT indicated in the introduction of
this Line of Credit Contract, or any other address that is communicated in
writing for that effect by DRP and the AGENT:


 


DRP


 


Attention: Henry Eric Peitz and/or Albert
Bruce Neil


	
  Address:

  	
   

  	
  Av. Victor Andres Belaunde 147,

  
	
   

  	
   

  	
  Via 155

  
	
   

  	
   

  	
  Centro Empresarial Real – Torre Real 3, Piso 9,

  
	
   

  	
   

  	
  San Isidro

  



 

















 


	
  Facsimile:

  	
  215-1235

  
	
   

  	
  215-1281

  



 


AGENT:


 


Attention:Juana Cossio and/or Miriam
Castañeda


	
  Address:

  	
   

  	
  Centenario 156

  
	
   

  	
   

  	
  Las Laderas de Melgarejo

  
	
   

  	
   

  	
  La Molina

  
	
   

  	
   

  	
  Division de Mercado de Capitales

  
	
  Facsímile:

  	
   

  	
  313-2556

  



 


TO THE BANKS:      At the addresses indicated in the
introduction to this Line of Credit Contract.


 


For any variation in the domicile of the
other party to be opposable it must be communicated to the other party by
written notice of no less than fifteen (15) calendar days computed from the
date in which said address modification will take place, making express
reference that said variation is referred to the domicile cited in the present
document and indicating when the address change. will enter into force


 


TWENTIETH: 
OF THE AGENT AND THE BANKS


 


20.1         Each one of the Banks, by means of this and in
an irrevocable manner designates Banco de Credito del Peru as AGENT for the effects stemming from this Line of Credit Contract
and of the Financing Documents and by means of it each Bank authorizes the AGENT to carry the actions, exercise the powers and fulfill
the obligations that correspond to it in accordance to the terms of this Line
of Credit Contract. As a consequence the functions of AGENT
for effects of the Line of credit they will include (but will not be limited
to), those of disbursement AGENT, receipt
of payments from DRP,  AGENT for the
constitution of guarantees, for the receipt of documents to be delivered to DRP under the Line of Credit Contract and for the execution
of any measure to which the Banks


 

















 


have a right
to under the Line of Credit Contract, amongst others. The parties recognize and
agree that all the notifications that need to be made from the Banks to DRP and from DRP to the
Banks, shall be made only and exclusively through the AGENT.


 


Also, it is
agreed that any notification or communication that DRP
provides to the AGENT will be understood as made
to all of the Banks. Any information that is knowledge of the AGENT or the Banks shall be considered as if it were
communicated and notified by DRP and in said
event DRP will not incur in any
non-fulfillment for not having informed of such matter to the AGENT or to the Banks, at the time that said information
should have been communicated or notified to the AGENT.


 


The functions
of the AGENT under this Line of Credit
Contract and the other Financing Documents imply the execution of certain
actions under the direction of the Banks according to the procedures
established in this contract. It does not imply a relationship of
representation and in any case constitute the exercise by the AGENT of a mandate without representation of the Banks. As a
consequence, the AGENT has no fiduciary duty nor
any kind of obligation with the Banks beyond those specified in this contract.


 


20.2         The AGENT may execute
any action that it needs to execute under this Line of Credit Contract or any
Financing Document by means of agents or representatives. The AGENT shall not be responsible for the actions of said
agents or representatives except that in his selection of those it had incurred
in inexcusable culpability.


 


20.3         The AGENT shall
have the right to act (or not to act) in basis to any communication receive
according to what is established in this Line of Credit Contract and that it
reasonably believes to be correct, genuine and


 

















 


executed by
the authorized persons. All decisions that the AGENT
must make for the fulfillment of its functions, shall have the approval of the
Majority of the Banks in accordance to the definition established in Clause 1.1.
Therefore, any action or abstention by the AGENT in the
frame of this Line of Credit Contract will be fully justified if it is based in
a communication from a Majority of the Banks. Any action or abstention adopted
by the AGENT that is based in the vote of a
Majority of the Banks shall be obligatory for all of the Banks.


 


Nevertheless,
the AGENT may demand from the Banks
certain guarantees or indemnifications before taking any action or abstaining
from it, under this Line of Credit Contract and the Financing Documents, when
it considers that in taking such action or abstaining from taking it may incur
in responsibilities not contemplated in its function as AGENT,
and shall have all the right to refuse to exercise any action or abstention
until the Banks have provided said guarantees or indemnifications.


 


20.4         For the effects of this Line of Credit
Contract, it will be presumed that the AGENT does not
know of the occurrence of a non-fulfillment on the part of DRP nor an Event of Non-Fulfillment  if it has not received a communication in
writing in that sense from a Bank or from DRP or any
other person that is part of the granting of the Line of Credit. Said
communication shall be made in writing and shall specify that is a notification
of a non-fulfillment.


 


Once the Event
of Non-Fulfillment is known, the AGENT shall
take the action that is indicated to him by the Majority of the Banks. Until it
receives said instructions the AGENT shall,
but will not be obligated to take the actions or abstaining from acting,
according to what is necessary with regard to said non-fulfillment or
Non-fulfillment Event in the measure


 

















 


that they are
prudent with the purpose of protecting the interest of the Banks.


 


20.5         Each Bank shall declare by means of this that
any action or abstention adopted by said Bank and any decision taken shall be
in an individual manner and shall be the result of its own analysis of the
situations and documents presented and evaluated. Each Bank declares that the AGENT has not made any declaration, affirmation or
qualification of any kind with regard to the analysis and evaluation that each
Bank must make and no decision of a Bank is nor will be based in any
declaration, affirmation or own information provided by the AGENT, except in its function as AGENT
collector for DRP documents.


 


20.6         The AGENT may, in
its capacity as a Bank participate in this Line of Credit Contract, for which
it shall have all the rights and assume all the obligations that correspond to
the Banks under the Financing Documents. In said situation, the term Bank shall
include the AGENT in its function as Bank and
not as AGENT.


 


20.7         The AGENT may renounce
his position and cede its contractual position as AGENT
in this Line of Credit Contract. The Banks and DRP
provide from this point their irrevocable agreement for the AGENT to renounce its function as AGENT
by means of a written notification addressed to the Banks and to DRP with no les than 20 days anticipation. Nevertheless,
said renounce shall not be effective until a new AGENT
has been designated, in accordance to what is disposed further below in this
Line of Credit Contract.


 


On the date
indicated by the AGENT to make its resignation
effective, its functions and responsibilities as such shall end.


 

















 


The Banks
shall elect amongst them the Bank that will occupy the position of AGENT. From that date the term AGENT
will refer to the new institution that is constituted as such.


 


20.8         The Banks will be obligated to indemnify the AGENT (in its role as AGENT and not
as Bank) proportionally with their participation in the Line of Credit, in the
same manner as its subsidiaries or affiliates as well as its corresponding
directors, executives or employees (each one a “Subject of Indemnification”)
for all loss, responsibility, claim, damage or expense (“Indemnifiable  Damages”) incurred by any of them as a result
from, derived from or related direct or indirectly with any investigation,
litigation or any kind of procedure related to the operations contemplated
under this Line of Credit Contract or other Financing Document, including
amongst other, lawyer’s fees and cost of payments for legal or non-legal
transactions; in the measure in which said Indemnifiable Damages have not been
paid by DRP, its subsidiaries or affiliates.


 


TWENTY FIRST: NO RENEGOTIATION


 


The parties specifically agree that this
Contract does not constitute not could be interpreted under any circumstance as
a renegotiation of obligations and therefore agree to renounce to give it such
treatment in the case that for some reason that was interpreted.


 


Also, in the case of the guarantees to which
the Guarantee Contracts refer to, the parties specifically agree that those
shall serve to back and guarantee all the obligations of this Contract, reason
why they agree against what is established in article 1283 of the Civil
Code in the case that for any reason it is interpreted that there is
renegotiation, what they declare from this moment does not to exist.


 

















 


TWENTY SECOND: APPLICABLE LEGISLATION


 


In everything not foreseen in this document,
for the present Line of Credit Contract is ruled by the Legislation of the
Republic of Peru.


 


TWENTY THIRD:  ARBITRATION


 


23.1         The parties specifically agree that any
conflict or controversy that may rise amongst them as a consequence of the
interpretation or execution of this Line of Credit Contract, included those
related to is nullity and invalidity shall be resolved by means of arbitration
law, under an Arbitration Tribunal composed by three members that have to be
Barr Lawyers, carried in accordance to the National and International  Rules of Conciliation and Arbitration
from the Chamber of Commerce of Lima.


 


23.2         The Arbitration Tribunal shall be formed in the
following manner:  each one of the
parties shall designate an arbiter and the third one shall be designated of
common agreement by the first two, who shall Preside over the Arbitration
Tribunal.


 


23.3         The arbitration will take place in the city of
Lima and the duration of the same shall not be able to exceed sixty (60)
working days, counted from the date of installation of the Arbitration Tribunal
through the issuance of the corresponding 
decision.


 


23.4         The Arbitration Tribunal’s decision shall be
final and cannot be appealed


 


23.5         The expenses that the arbitration causes shall
be for the charge of the loosing party.


 


23.6         In the case that any of the party(ies) decided
to present a recourse of nullification against the arbitration decision before
the Legal Branch, it shall previously create in favor of the opposing party a
Bond letter, issued


 

















 


by a first
rate  Bank with headquarters in Lima for
an equivalent to US $50,000.00 (FIFTY THOUSAND US DOLLARS AND 00/100),
executable in case that said recourse in final decision was not declared with
foundation. Said Bond Letter must be in force during the time that the promoted
process is open.


 


Add to this the Clauses required by Law and
elevate this Minute. to Public Deed


 


Lima, December 14, 2005


 


 


	
  /s/ H. E. Peitz

  	
   

  	
  /s/ Andres Arredondo Bellido

  	
   

  
	
  Henry Eric Peitz

  	
  Andres Arredondo Bellido

  
	
  DOE RUN PERU S.R.L.

  	
  BANCO DE CREDITO DEL PERU

  



 






 













 


ATTACHMENT
I


 


LIST
OF BANK COMMITMENTS


 


	
  BANK

  	
   

  	
  TOTAL AMOUNT OF

  COMMITMENT

  	
   

  	
  SUB LIMITS

  	
   

  
	
  Banco de
  Crédito del Perú

  	
   

  	
  US$40’000,000.00

  	
   

  	
   

  	
   

  
	
  Sub Limit Revolving Line of Credit

  	
   

  	
   

  	
   

  	
  US$40’000,000.00

  	
   

  
	
  Sub Limit Indirect Line of Credit

  	
   

  	
   

  	
   

  	
  US$13’000,000.00

  	
   

  



 

















 


ATTACHMENT
II


 


LIST
OF RESTRICTED DRP AND DRR SUBSIDIARIES


 


1. Fabricated
Products Inc.


 


2.  DR Land Holdings.


 

















 


ATTACHMENT III


 


MODEL FOR
DISBURSEMENT REQUEST


 


Lima, [     of         
of      ]


 


Sirs


 


BANCO DE CRÉDITO DEL PERÚ


Agent for the Banks of the


Line of Credit Contract


Att:                                                                                                                                         [                          ]


 


Of our consideration:


 


By means of this,
DOE RUN PERU S.R.L. a society of limited responsibility (herein, DRP) makes
reference to the Line of Credit Contract dated
(         ), executed between DRP,
the Banks to which reference is made to and Banco de Credito del Peru, in its
roll as Agent (herein, the AGENT).  The
terms in capitals used and not defined in this document, shall have the
meanings given to the same in the Line of Credit Contract.  In that sense, DRP notifies in an irrevocable
manner that, in accordance to section (4.3, 5.2 or 5.6) of the Line of Credit
Contract requires a (Disbursement, the issuance of a letter of credit or the
issuance of a bond letter) in conformity with what is stipulated in the Line of
Credit Contract and according to the terms established next.


 


	
   

  	
  (i)

  	
  Date of the
  Disbursement

  	
  (                 )

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  Total amount of
  the Disbursement

  	
  (                 )

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  Expiration date

  	
  (                 )

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (iv)

  	
  Interest Rate

  	
  (                 )

  



 

















 


	
   

  	
  (v)

  	
  Issuing Bank

  	
  (                 )*

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (vi)

  	
  Beneficiary:

  	
  (                 )*

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (vii)

  	
  Concept:

  	
  (                 )**

  



 






*  (For issuance of bond letters or letters of
credit


 


** (Only for issuance
of bond letters)


 


DRP certifies
that the following declarations are true on this date and shall be true on the
Date of Disbursement.


 


(A)                              After the Disbursement is made, the total amount used
under the Line of Credit shall not exceed the total amount of the Bank
Commitments, which are detailed in Attachment I of the Line of Credit Contract.


 


(B)                                DRP has complied with the Preceding Conditions for the
Carrying out of Disbursements to which the Ninth Clause of the Line of Credit
Refers to.


 


(C)                                DRP is fulfilling all the obligations it has
undertaken in virtue of the Line of Credit Contract and no Events of
Non-fulfillment have been produced, as contemplated in the Twelfth Clause of
the Line of Credit Contract.


 


Without any
further, we remain of you,


 


Sincerely,


 


 


DOE RUN PERU
S.R.L.


 

















 


ATTACHMENT IV


 


PROMISSORY NOTE
MODEL


 


No                                   


 


PROMISSORY NOTE


 


FOR:  US $                                        


 


EXPIRES ON:                  


 


We owe and we are obligated to
pay fully and unconditionally, to the order of (    ) the Bank, or to whom he had transferred
this Promissory note, as long as said endorsement had been made in conformity
with what is contemplated in the Line of Credit Contract dated (  ), the amount of US $(       AND 00/US DOLLARS), amount received to
our full satisfaction and which we are obligated to return in the same
previously indicated currency, on the date indicated as expiration, at the
premises of the Bank in this city or at the place where collection was mad,
plus the compensatory interest equivalent in Libor rate to (30, 650 or 90) days
plus (3.5% 3.75% or 4.25%) yearly which are generated while it is in force,
being stipulated that if the payment for the capital plus the compensatory
interest agreed upon at theF expiration of this Promissory Note were not made,
we will additionally credit to the moratory interest, at a rate of 3% (three
percent) yearly in addition to reimbursement for expenses, services and taxes
to which there


 

















 


were place, until the full
cancellation of the amount to be liquidated; in addition to notary, legal
expenses and taxes and other expenses that there may be.


 


The LIBOR rate at ninety (30,
60 or 90) is the interest rate at which for the same period deposits in
Eurodollars are offered in the inter-banking market in London, registered daily
at 11:00 hours, as it appears in the LIBOR page of the REUTERS information
system (adjusted if necessary to 1/16% of the closest upper 1% ).  The parties agree and establish that the
interest rate agreed for this loan is variable in accordance to the variations
of the LIBOR rate.


 


For Payment with Charge to
Account, according to article 53 of Law No. 27287, order the charge to:


 


 


	
  Name of the Banking

  Institution

  	
   

  	
  Type of Account

  	
   

  	
  Number or Code for the

  Account

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


All the extensions of the
expiration of this Promissory Note are specifically accepted be it for its
total amount, lesser or greater amount that the holder had granted us,  extensions that will be enough to be noted on
this same document without it being necessary that for its full validity it be
executed again.  The holder is obligated
to inform of the extensions it grants, on the simple request of any obligated
party for this Promissory Note, as well as not to grant any more extensions
from the date of notarial notification that any of said obligated party address
to him according to article 49.5 and 49.6 of Law No. 27287.


 


We specifically and irrevocably
authorize the BANK, to upon expiration or at a later date, may attend to the
payment of this promissory note, by means of charge or compensations with the
necessary amounts that exists in our accounts or deposits that we maintain in
said BANK, whichever the currency of said accounts may be, according to article
132.11 of Law No. 26702.


 

















 


This Promissory Note is
commercial in nature and therefore is subject to the norms of the Law of Titles
Value and to the executive procedure of the Civil Procedural Code.


 


We submit to the competence of
the judges of the Judicial District of Lima, setting as domicile for this
purpose that indicated at the end of this document where the notary and legal
activities will validly be carried out for the purpose of its payment.


 


The accounts, deposits, goods
or values that we maintain at the BANK or in any of its subsidiaries or  branches may be destined for the partial or
total payment of this Promissory Note, its interests, capital and/or other
obligations established in this Promissory Note; being said goods affected in
first ranking guarantee with power of application or direct realization and in
the cases of goods other than money, to the best bidder, free from all
responsibility for the price that is obtained according to article 1069 of the
Civil Code.


 


Lima,
              of
                  of
2005


 


	
  Legal Name:

  	
   

  	
  DOE RUN PERU
  S.R.L.

  
	
  RUC No.

  	
   

  	
  20376303811

  
	
  Address:

  	
   

  	
  Victor
  Andres Belaunde 147

  
	
   

  	
   

  	
  Via Principal 155,

  
	
   

  	
   

  	
  Centro Empresarial Real – Torre Real 3

  
	
   

  	
   

  	
  Piso 9 San
  Isidro, Lima

  
	
   

  	
   

  	
   

  
	
  Representatives:

  	
   

  	
  (               )

  
	
  Identified
  with:

  	
   

  	
  (               )

  
	
   

  	
   

  	
   

  
	
  Information for
  the Registration of Powers:

  	
   

  	
  (                          )

  
					



 

















 


	
  Extended for
  US 

  $

  	
   

  	
  Extended for
  US 

  $

  	
   

  	
  Extended for
  US 

  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  With
  expiration on

  In conformance with the terms of this document.

  

  

  Date 

  

  

  BANCO DE CREDITO

  DEL PERU

  	
   

  	
  With
  expiration on.

  In conformance with the terms of this document.

  

  

  Date 

  

  

  BANCO DE CREDITO

  DEL PERU

  	
   

  	
  With
  expiration on.

  In conformance with the terms of this document.

  

  

  Date 

  

  

  BANCO DE CREDITO

  DEL PERU

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  With
  expiration on.

  In conformance with the terms of this document.

  

  

  Date 

  

  

  BANCO DE CREDITO

  DEL PERU

  	
   

  	
  With
  expiration on.

  In conformance with the terms of this document.

  

  

  Date 

  

  

  BANCO DE CREDITO

  DEL PERU

  	
   

  	
  With
  expiration on.

  In conformance with the terms of this document.

  

  

  Date 

  

  

  BANCO DE CREDITO 

  DEL PERU

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  With expiration
  on.

  In conformance with the terms of this document.

  

  

  Date 

  

  

  BANCO DE CREDITO

  DEL PERU

  	
   

  	
  With
  expiration on.

  In conformance with the terms of this document.

  

  

  Date 

  

  

  BANCO DE CREDITO

  DEL PERU

  	
   

  	
  With
  expiration on.

  In conformance with the terms of this document.

  

  

  Date 

  

  

  BANCO DE CREDITO

  DEL PERU

  



 

















 


ATTACHMENT V


 


REPORTED INFORMATION (DISCLOSURE SCHEDULE)


 


Introduction


 


The information container in
this document of “Disclosure Schedule” is disclosed only for the purposes
established in the Line of Credit Contract and no information contained in this
document or in said Contract may be considered as any admission from any of the
parties to any third party of any subject in general (including, without
limitation, the violation of any legal norm or the non-fulfillment of any
contract).  The information prepared and
provided as “Disclosed Information”  is
communicated only with the purpose of providing the requested information
according to the Line of Credit Contract. 
The information was not prepared or communicated keeping into account
its possible presentation to third parties. 
By reporting this information, Doe Run Peru S.R.L. declares in an
express manner that it does not renounce to any client-attorney privilege
associated with said information; not it renounces any protection provided by
the doctrine of product in process of lawyers or accountants regarding the
subjects reported or discussed in this document.  The inclusion of any information as “Disclosed
Information” may not be considered as a means of establishing  standard of materialness.


 


I.                                             EIGHTH:
CONDITIONS PRECEDING TO THE DATE OF CLOSING


 


8.7         Non
existence of Litigation:


 


Doe Run Peru
S.R.L. (herein “DRP”) declares that with the exception of what  disclosed to the AGENT before the execution
of the Line of Credit Contract or whatever was disclosed in this Contract and
in this Attachment


 

















 


of “Disclosed
Information” – there is no action, investigation, suit, claim written or legal
pending process against DRP or its goods in any court, commission or government
committee, assembly, government agency or arbitration that were known to any
member of the administration or management of DRP with the exception of:


 


(i)                                     any
action, investigation, suit, claim written or legal process  having been resolved in last instance against
DRP and which may cause a Material Adverse Effect on DRP; and


 


(ii)                                  those
that are disclosed next, and that are divided in the following areas of the
law:


 

















 


1.               Tax
Proceedings


 


	
  File N°

  	
   

  	
  Recourse

  	
   

  	
  Jurisdiction

  	
   

  	
  Matter

  	
   

  	
  Amount Challenged (S/)

  
	
  0150340001712

  	
   

  	
  Claim

  	
   

  	
  SUNAT

  	
   

  	
  Income tax corresponding to fiscal 1998, SUNAT does not recognize the
  balance in favor of Income Tax for S/ 23’777,848 and imposed the Fine
  Resolution for the improper increase on the balance in favor of Income Tax.

  	
   

  	
  31’554,421

  

  (Fine)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0150340003872 y 0150340003877

  	
   

  	
  Claim

  	
   

  	
  SUNAT

  	
   

  	
  IGV and Fine resolutions linked to the return of the Balance in Favor
  of the Exporter IGV corresponding to the month of July 2004, which amount was
  reduced from S/.21’911,859 to S/. 14’438,919.

  	
   

  	
  7’472,940

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0150340004098

  	
   

  	
  Claim

  	
   

  	
  SUNAT

  	
   

  	
  Income tax and IGV corresponding to fiscal 

  	
   

  	
  US$120’000,000 (aprox.)

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1999, 2000 and 2001, Fine Resolutions for infractions typified in
  numerals 1 and 2 or Article 178 of the Tax Code and payments to the account
  of the Income Tax for the months of January, March, April, May and June of
  1999 and February of 2000.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Claim

  	
   

  	
  Tax Tribunal

  	
   

  	
  Real Estate Tax corresponding to fiscal 1998, 1999 and 2000 and Fine
  Resolution for alleged reduction of the taxable base in the presentation of
  the sworn declaration of Real Estate Tax registered by the Municipality of
  Santa Rosa de Sacco – La Oroya.

  	
   

  	
  1’276,818

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2605-2005

  	
   

  	
  Claim

  	
   

  	
  Tax Tribunal

  	
   

  	
  Real Estate Tax corresponding to fiscal 2002 and 2003 and Fine
  Resolution for not presenting sworn declarations of the 

  	
   

  	
  2’586,316

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Real Estate Tax and presenting incomplete information, registered by
  the Municipality of La Oroya.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Claim

  	
   

  	
  Tax Tribunal

  	
   

  	
  Municipal charges corresponding to fiscal 2000, 2001, 2002 and 2003,
  registered by the Municipality of La Oroya

  	
   

  	
  177,625.50

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  641-2005

  	
   

  	
  Claim

  	
   

  	
  Tax Tribunal

  	
   

  	
  Real Estate Tax corresponding to fiscal 2000, 2001, 2002 and 2003,
  registered by the Municipality of San Pedro de Coris (Cobriza)

  	
   

  	
  1,798,002

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  640-2005

  	
   

  	
  Claim

  	
   

  	
  Tax Tribunal

  	
   

  	
  Real Estate Tax corresponding to fiscal 2004, registered by the
  Municipality of San Pedro de Coris (Cobriza).

  	
   

  	
  245,408

  



 


2.               Labor
Proceedings


 


a.               Action
presented by the Employees Union – La Oroya Division against DRP and Centromin
Peru S.A. (1999) for allegedly not complying with its labor, legal and
contractual obligations.  The initial
claim was for S/. 6’350,700.00 but as a result of the number


 

















 


of employees
that has opted for withdrawing their claim, the amount of the claim has been
reduced to approximately S/ 800,000.00 plus legal interest.


 


b.              Claims
presented by certain DRP workers (154 workers) that allege the non fulfillment
of legal and contractual obligations (“individual processes of reimbursement of
benefits – deductions”).  The average
claim for each worker is US $21,000.00


 


                        According
to the Stock Transfer Contract Centromin Peru must assume any obligation
related to these legal processes in the measure that the claims refer to
actions previous to the 23rd of October 1997.  Although it is probable that the plaintiffs
obtain a favorable decision the amount to be paid is lesser than claimed.  Even further, it is anticipated that at least
80% of any amount paid according to order issued by the court shall be paid by
Centromin Peru S.R.L. and only the balance is to be paid by DRP.


 


c.               Claims
presented by certain DRP workers (173 workers) for Indemnification due to
Professional Disease – Silicosis) at various courts.  To date the average of each claims is US
$18,000.00.


 


According to
the Stock Transfer Contract, Centromin Peru must undertake any obligation
related to those legal proceedings in the measure that the claims  refer to acts previous to the 23rd
of October of 1997.  To date, the result
from the proceedings have been mixed, being DRP who has prevailed in certain
cases and the plaintiffs in others.


 

















 


3.                                       Other
Proceedings:


 


a.                                       Claim
for indemnification for alleged environmental damage presented by the “Civil
Association of Municipalities from the Junín Region” against DRP, Compañía
Minera Volcan S.A. and Sociedad Minera Corona SA., by means of which an
indemnification for US $5,000,000,000.00 is claimed.  The company responded the suit on the 13th
of October 2005.  The process continues
its normal course at the Civil Court in Jauja.


 


b.                                      Contentious
Administrative Claim presented by DRP against the Ministry of Energy and Mines
for the imposition of an 18 UIT fine due to the fatal accident of a company worker.


 


c.                                       Claims
and procedures revealed by  ̈The Doe Run Resources Corporation ̈ in forms 10K 10Q
and other public documents before the Securities and Exchange Commission
(SEC)  in the USA.


 


d.                                      Administrative
Contentious Claim presented by DRP against the Municipality of Yauli - La Oroya
for the imposition of a fine of S/. 9 ́479,693.00 in relation to construction,
that allegedly, has been done without building licenses.


 


e.                                       Appeal
presented by DRP against the fine imposed by the Municipality of Yauli – La Oroya
for alleged non fulfillment of civic duties (painting of facades and exhibiting
of national flag) for the approximate amount of S/. 13,080.00.


 


8.8         Authorizations
and Approvals:


 


If necessary
all the authorizations and government approvals necessary to carry out DRP
operations that had been obtained and are fully valid and in force with the
exception of those:


 

















 


(i)                                     which
absence (not obtained or expired), cannot cause a Material Adverse Effect; or


 


(ii)                                  those
contained in this listing of “disclosed Information”


 


 


	
  License/Authorization/Permit

  	
   

  	
  Status

  
	
  Modification
  of the benefit concession for additional installations without modifying the
  capacity – Building Authorization

  	
   

  	
  As part of
  the process of regularization to obtain the Extension of the Benefit Concession,
  the 19th of September 2005, DRP requested before the General
  Mining Bureau (“DGM”) the building license.

  

  

  The building License will be granted after the DGM has made a technical
  analysis of the Plant and has received the report from the General Bureau of
  Environmental Affairs (“DGAAM”). The verbal information that DRP has
  indicates that this last report has been completed but there is no assurance
  that the authorization be issued.

  
	
   

  	
   

  	
   

  
	
  Modification
  of the benefit concession for additional installations without modifying the
  capacity – Working Permit 

  	
   

  	
  DRP may not request the working permit
  until:



  
	
   

  	
  (i)

  	
   

  	
  the
  construction of the Ferrites Plant, as it is indicated in the building
  license is complete;

  
	
   

  	
   

  	
  (ii)

  	
   

  	
  the DGM has
  carried out a technical verification which cannot be done until at least
  March 2006 and not later than the 30th of June 2006, without
  prejudice of the indicated, no assurance has been obtained that the license
  may be obtained until the 30th of June 2006; and,

  
	
   

  	
   

  	
  (iii)

  	
   

  	
  a change in
  the current PAMA to include the Environmental Handling Plan for the Ferrites
  Plant, this request was already presented.

  



 

















 


	
  Cobriza
  Tailings Deposits

  	
   

  	
  By means or
  RD No. 325-2005-MEM/DGM of the 21st of November 2005, the General
  Mining Bureau ordered the stoppage of the works of two tailings deposits
  located in the areas denominated “North Area” and “Platanal” considering that
  the deposits are not authorized due to technical observations during the
  procedure initiated by the company when obtaining said permits.

  

  Process to obtain working permits for both deposits was begun during the
  years there were technical observations made for both of them. Those for the
  deposit located in the “North Area” have been corrected. The ones for el
  Platanal have not.

  

  The General Mining Bureau has issued conformity for “North Area” and the
  process for the working permit continues, before the authorization is issued
  the corresponding inspection will be carried out.

  

  According to this situation the company will request that the measure of
  stoppage to be lifted With regard to the tailings deposit located in the area
  named “El Platanal”, the company will reinitiate the process according to
  what is ordered by the General Mining Bureau.

  
	
   

  	
   

  	
   

  
	
  Residual
  Waters Treatment Permit

  	
   

  	
  Before the
  expiration of the current PAMA (June 2007) DRP must build an industrial water
  treatment plant for the Smelter. The extension of 

  



 

















 


	
   

  	
   

  	
  the PAMA
  that DRP will request before December 31, 2005 will not provide additional
  time to complete this project.

  
	
   

  	
   

  	
   

  
	
  Health
  Authorization for Releases

  	
   

  	
  •  In July 2003, Doe Run Peru
  S.R.L. requested from DIGESA the authorization for eight (8) discharge
  points. Four correspond to the Zinc Smelter and four to the Refinery (files
  No. 087-03V and No. 082-03V correspondingly)



  •  In May 2005, DRP obtained the
  authorization for the use of two discharge points, while the other six were
  denied



  •  These decisions have been
  appealed before the Vice Minister of Health, in two separate appeals, each
  one for three discharge points. One of these appeals has been denied and the
  other is pending from decision.



  •  DRP considers that the denials
  are null since although the releases currently exceed the maximum permissible
  levels (LMP): (i) those excesses are allowed by the current PAMA (under
  jurisdiction of the MEM) and therefore DIGESA cannot reject the request of
  the Company; and, (ii) before the expiration of the PAMA the company shall be
  able to adjust its levels of discharge to comply with the applicable LMP as a
  result of the start up of the industrial water treatment plant and other PAMA
  projects.



  •  Currently, DRP only uses five
  discharge 

  



 

















 


	
   

  	
   

  	
  points, two of which have been approved. The other three discharge
  points have already been eliminated.



  •  Once that the industrial water
  treatment plant and other PAMA projects have been fulfilled and DRP will
  require of a single sanitary authorization for releases.

  



 


8.9         Licenses:


 


All the
substantial contracts, substantial concessions and licenses needed to carry out
the operations of DRP have been obtained and are fully valid and in force with
the exception of:


 


(i)                                     those,
whose absence (not obtained or expired) may not cause a Material Adverse
Effect;


 


(ii)                                  those
contained in this listing of “Disclosed Information”, heading I of this Attachment
V (numeral 8.8 of the Line of Credit Contract).


 


8.16 Payment
of Taxes


 


DRP is
fulfilling its labor and tax obligations with the exception of those that had
been informed to the AGENT or are informed to the AGENT as part of the
“Disclosed Information”  in heading III
of this Attachment V, (numeral 11.15 of the Line of Credit Contract).


 


II.                                         NINTH
CONDITIONS PRECEDING TO THE CARRYING OUT OF DISBURSEMENTS


 


9.10
Fulfillment of the PAMA


 

















 


That to the
date of Disbursement, DRP must be found in compliance of the PAMA, in
conformity with what is established in the agreements executed with the
competent government authorities, as they were periodically modified, except
for what is contained in this “Disclosure Information”.


 


Also, that
DRP, under Supreme Decree No. 046-2004-EM is in the process of presenting the
request for exceptional extension of the term for the fulfillment of the
construction of the sulfuric acid plant comprehended in the La Oroya PAMA
(herein the “PAMA Extension”).  The
latest date to present said request is December 31, 2005.


 


With regard to
the “Disclosed Information”, we indicate the following:


 


1.               DRP
has been fined with 11.8 UITs, by the General Mining Bureau of Environmental
Affairs for the delay in the implementation of a commitment under the current
PAMA.


 


2.               The
alleged delay corresponds to the following projects:


 


•             PAMA Project No. 5:
Water Treatment Plant – Copper Refinery.


 


•             PAMA Projects No. 8,
9, 10 and 11 – Industrial Effluents Water Treatment Plant.   PAMA Project No. 16 – Sewage – Treatment of
Solid Domestic Residues.


 


Project No. 5
has been concluded.  The rest of the
projects shall be completed in the year 2006. 
None of them shall be included in the extension of the PAMA.


 


9.1
Authorizations and Approvals:


 


We refer to
the declaration contained in heading I of this Attachment V (numeral 8.8 of the
Line of Credit Contract), under the same terms indicated in it.


 

















 


III            TENTH: 
DECLARATIONS AND GUARANTEES


 


10.8                           Legal
Proceedings


 


There is no
action, investigation, written claim, suit or legal proceeding pending against
DRP or its goods in any court, commission or government committee, assembly,
government agency or arbitration that to the knowledge of any member of the
administration or management of DRP;


 


a.                                       May
cause a Material Adverse Effect, or,


 


b.                                      Would
not have been disclosed in this document of “Disclosed Information”, in
accordance to heading 1. 8.7 of the Line of Credit Contract.


 


10.11             Non
existence of harm to the environment.


 


Except for
what is indicated in numerals 8.8 and 9.10 DRP operates its business fulfilling
all the norms that are applicable to it in accordance to the legislation and
environmental regulation relating the mining metallurgical activities and
within the frame of the current PAMA, and in conformance with the Modified
PAMA, once it is approved within the frame of modification and extension
procedure for the PAMA that will be processed according to what is ordered by
Supreme Decree No. 046-2004-EM.  No
harmful, toxic or dangerous material, defined by said norms, is released,
launched, spread or liberated by DRP in violation of any norm of the law or
environmental mining metallurgical applicable legislation, except for what are
appropriate and accepted actions by the government authorities and revealed to
the AGENT that are being taken to remediate this situation.  Any harmful toxic or dangerous material that
DRP transports shall be subject to the environmental


 

















 


norms that
were applicable to it adopting the appropriate and accepted actions by the
corresponding government authorities.


 


IV.                                 ELEVENTH:  DRP OBLIGATIONS


 


The
information contained in the preceding headings shall be considered as
Disclosed Information for effects of Clauses 11.14, 11.15 and 11.18 where
applicable.


 

















 


ATTACHMENT VI


 


LISTING OF COMMERCIAL
OPERATIONS EXECUTED WITH AFFILIATES.


 


	
  1

  	
   

  	
  Contract
  named “Hedging Services Contract” executed between Doe Run Peru S.R.L. and
  The Doe Run Resources Corporation, dated November 1, 200, modified July 1,
  2004 and as it is modified from time to time

  
	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Contract
  named “International Sales Agency Services Contract” celebrated between Doe
  Run Peru S.R.L. and the Doe Run Resources Corporation dated November 1, 2000,
  as it were modified from time to time. The services from this contract are
  suspended since the 1st of July 2004.

  
	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Subordinate
  loand denominated “Revised and Attended Subordinated Promissory Note” granted
  by The Doe Run Resources Corporation in favor of Doe Run Peru S.R.L. in the
  amount of US $139,062,500.00 dated December 9, 2005

  
	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  Guarantee
  granted by Doe Run Peru S.R.L. regarding the granting of one or more
  Preferential Loans for the amount of US $15,500,000.00 in favor of Renco.

  
	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Guarantee
  granted by Doe Run Peru S.R.L. for the Bonds issued by The Doe Run Resources
  Corporation.

  



 

















 


ATTACHMENT VII


 


FORMS FOR LEGAL OPINIONS


 


Document sent
in original signed December 14, 2005


 

















 


ATTACHMENT VIII


FERRITES LOAN


 


According to
what is required in the Ferrites Loan definition incorporated in the “Line of
Credit Contract in Foreign Currency”, please find next a summary of the terms
and conditions of said Loan:


 


I       FINANCING CONTRACT (“Working Capital
Finance Facility Agreement”)


 


1.1         Financing
Line


 


a.               Financing
Line:  With date December 10, 2005, Doe
Run Peru S.R.L. (herein “DRP” or the “Company”) executed a contract for
financing for working capital (“Working Capital Finance Facility”, herein
“Financing Contract – Trafigura) for up to the amount of US $ 30,000,000.00,
plus interest, commissions and other (herein the “Ferrites Loan”), with
Servicios Mineros Integrados S.A.C. (herein Servicios Mineros”) a subsidiary of
Trafigura Beheer B.V. (herein “Trafigura”), to use said fund in the fulfillment
of the obligations that are borne from the request of the extension of its PAMA
to be presented to the Ministry of Energy and Mines (herein, “MEM”) according
to what is ordered in Supreme Decree No. 046-2004-EM (herein Modified PAMA), as
well as for other corporative purposes.


 


b.              Disbursement
Sections and Amortization:  In accordance
to the Financing Contract – Trafigura, DRP may use the financing line
previously described in the four following sections:


 


a.               Section
1:  For the amount of US $10,000,000.00
(Ten Million US Dollars), less expenses and costs (“Commitment Fee”,


 

















 


“arrangement
Fee” and “Expenses”).  Said funds shall
be deposited on the 12th of December 2005, in a special account
(“Escrow Account”) open for that purpose at Banco Wiese Sudameris (herein
“BWS”) and shall be distributed by the BWS to a special account designated by
DRP, once the conditions contemplated in Clause 4.2 of the Escrow Agreement are
met, executed between DRP, Servicios Mineros and the BWS on the 10th
of December 2005 and which forms integral part of the Financing Contract –
Trafigura, as Attachment T (Appendix T).


 


The payment of
the financial obligations derived from the disbursement of Section 1
(“amortization schedule”), will be done as disposed in literals (a) and (b) of
Clause 9.2 of the Financing Contract – Trafigura, depending if the Modified
PAMA is or is not obtained before the 30th of April 2005.


 


b.              Section
2: Once the preceding conditions are fulfilled for the disbursement of Section
2, set in Clause 7.2 of the Trafigura -Financing Contract (as well as those
indicated in Attachment H, Part 2), Servicios Mineros, will present DRP the
amount that is lesser than (i) US $10,000,000.00 (Ten Million US Dollars) or
80% of the amount estimated of Concentrates to be produced and delivered by DRP
within the next 12 months to the disbursement of Section 2 in favor of
Consorcio Minero Cormin S.A. (herein “Cormin”), a subsidiary of Trafigura,
according to the Purchase-Sale agreement of Concentrates described in Numeral
II of this Attachment.


 


One of the
Conditions to be fulfilled Previous to the disbursement corresponding to
Section 2 to take place is that DRP obtains the approval of the Modified PAMA
from the


 

















 


Ministry of
Energy and Mines as it is described in the Financing Contract – Trafigura.


 


The minimum
amount to be requested for Section 2 will be equal to US $ 6,000,000.00 (Six
Million US Dollars).


 


The payment of
the financial obligations derived from the disbursement form Section 2
(“amortization schedule”) will be made according to what is disposed in Clause
9.3 of the Trafigura –Financing Contract.


 


c.               Section
3:  If before September 30, 2007 or the
31st of October 2008 (if section 2 is disbursed): (i) DRP will transfer to
Cormin Concentrates which silver content is lesser than the amount of silver
over which the price for delivery was established for Concentrates, according
to the document named “Silver Forward Pricing Supplement to the Sales
Contract”, executed by DRP and Cormin on December 10, 2005, and (i) this “short
delivery” results in the obligation of DRP to compensate Cormin for loses of no
less than  US $100,000.00 for each
monthly delivery, DRP may request Servicios Mineros that in the future it
advances the funds necessary to comply with said payment obligation, for a
maximum consolidated financing amount of up to US $10,000,000.00 (Ten Million
US Dollars).


 


The payment of
the financial obligations derived from the disbursement of Section 3
(“amortization schedule”) will be done according to what is disposed in Clause
9.7 of the Trafigura –Financing Contract.


 

















 


d.              Section
4:  DRP shall have at its disposal the
funds corresponding to this Section in the case that: (i) DRP had not obtained
the approval of the Modified PAMA by MEM before the 30th of April
2006, and (ii) the Section 2 had not been used by DRP.


 


The amount to
be disbursed for Section 4 shall be the difference between (“right to top up”)


 


(i)                                     the
Principal of  Section 1, which is pending
from payment (“outstanding”) on the date of the disbursement of Section 4, and


 


(ii)                                  the
Principal of Section 1, that would be pending from payment in case that what is
disposed in Clause 9.1 (b) and not what is disposed in Clause 9.1 (a)
(“accelerated payment”), if the approval of the Modified PAMA were not obtained
before the 30th of April 2005) were applicable.      NOTE THEY HAVE THE INCORRECT YEAR)


 


The amount for
Section 4 shall not be lesser than US$1,000,000.00            (One million US Dollars), nor greater than US $
3,000.000.00 (Three    Million US
Dollars).


 


The payment of
the financial obligations derived from the disbursement                 of Section 4 (“amortization schedule”), will be done
according to what      is disposed in
Clauses 9.4 and 9.5 of the Trafigura - Financing   Contract.


 

















 


1.2
Guarantees:


 


From the
Loads, Burdens, Contracts and Fiduciary Transfer:  That with the purpose of guarantying the
payment of the principal, interest, commissions and other expenses derived from
the Trafigura –Financing Contract, Servicios Mineros has requested DRP the
granting and execution of certain contracts, prerogatives, loads and/or burdens
on the goods, assets and rights of the Company, which are described next:


 


a)                                      A
Trust Guarantee Contract in virtue of which 
the Ferrites, the Products under Process the Concentrates and the
Residues and Wastes(1) that derive from the process of the Ferrites at the Ferrites
Plant will be transferred, asan asset in trust (herein the “Ferritess Assets”),
administered by a trust company.


 


b)                                     A
Mining Floating Pledge Contract on all of the Ferritess, Products under
Process, Concentrates and Residues and Wastes that are derived from the
processing of the Ferrites at in the Ferrites Plant.


 


c)                                      A
contract for Right of Way (“Right of Way”) that will allow Servicios Mineros
and/or the trust company access to the Ferrites in the case of execution or
direct sale of any of the assets to which literals a) and b), preceding, refer
to.


 


d)                                     A
Cession of Rights and Obligations that DRP holds in virtue of the Purchase-Sale
Contract of Concentrates in favor of the trust company in its roll as trustee
of the Ferrites Assets, in the case that as part of the execution of the
Ferrites Assets it is decided to convert the trust in guarantee into one in
guarantee and administration.


 


e)                                      A
Cession of the Rights that DRP has in virtue of the Purchase Sale contract of
Concentrates in favor of the trust company in its roll as trustee of the
Ferrites Assets,


 






(1) Named in English “Tailings”.


 

















 


in case that as part of the execution of the Ferritess Assets it is
decided to convert the trust in guarantee into one of guarantee in
administration.


 


At the time of
the execution of the Trafigura Financing Contract (December 10, 2005), only the
Mining Floating Pledge Contract has been executed in favor of Servicios
Mineros.


 


It is
condition for DRP to enjoy the right to request Sections 2, 3 and 4 of the Trafigura
–Financing Contract that DRP and Servicios Mineros (and if the case were Cormin
and the trust company) execute the documents indicated in literals (a), (c),
(d) and (e), preceding, before January 20, 2005.


 


II             PURCHASE SALE CONCENTRATE CONTRACT


 


2.1         Of
the Contract for Purchase-Sale of Concentrate: 
DRP has signed with Cormin the Contract for Purchase-Sale of
Concentrates Number 103-4-CM-163-S (including its modifications, herein the
Purchase-Sale Concentrate Contract”) in virtue of which:


 


a)              DRP
commits to transfer in favor of Cormin the totality of the zinc and silver
concentrates (herein the “concentrates” that (i) are derived from either the
Ferrites located in the Benefit Concession Huanchan Lot A-ONE and Huanchan Lot
B or the Ferrites that result as a the final result of the waste process from
the zinc metallurgical circuit of the Company(2) (herein, jointly defined as
“Ferrites”); and (ii) are produced in the Ferrites processing plant (herein the
“Ferrites Plant”) that for such purpose the Company has built within the area
of the Benefit Concession Refinery 1 and 2” as 


 






(2) Which currently are being processed at the Pilot
Plant


 


 

















 


well as from
any other extension or modification that is made on said Benefit Concession
and,


 


b)             Cormin
commits to pay the sale price for the concentrates transferred by DRP produced
at the Ferrites Plant (herein the Cormin- Accounts Receivable”) once deducted
principal, interest, commissions and other expenses associated to the Working
Capital Facility.  It must be highlighted
that Cormin, Servicios Mineros and DRP have agreed that the cash flow that is
produced from the Cormin – Accounts Receivable be first destined to the payment
of principal, interest, commissions and expenses derived from the Trafigura
Financing Contract.


 

















 


ATTACHMENT IX


 


DRP POWER CERTIFICATES/NUMERALS 8.13, 8.14
AND 8.16


 


Lima, December
14, 2005


 


Sirs


Banco de
Credito del Peru


Present


 


	
  Attn:

  	
   

  	
  Mr. Jorge
  Mujica

  	
   

  
	
   

  	
   

  	
  Ms. Lucia
  Barrantes

  	
   

  



 


Dear Sirs:


 


I declare that
DRP has prepared, executed and presented before the competent authority the
forms for all the tributes and taxes to which it is legally obligated and has
paid the same, except for those that are being claimed by DRP through the
appropriate challenging recourses and over which, if it were required in
accordance to the GAAP in Peru, the provisions or reserves have been made in
the DRP accounting books.  There is no
procedure or any pending dispute between DRP and government authority in matter
of tributes and taxes, different from those detailed in Attachment V, which
forms an integral part of this contract, as it were modified by DRP
periodically.  Excepted from this
declaration are: (i) those that do not cause Material Adverse Effect; and (ii)
those reported as “Disclosed Information” according to Attachment V of the Line
of Credit Contract


 


Sincerely,


 


 


Henry Eric
Peitz


Vice President
Finance and Treasury


DOE RUN PERU
S.R.L.


 

















 


Lima December 14, 2005


 


 


Sirs.


Banco de Credito del Peru


Present


 


 


	
  Attn:

  	
   

  	
  Mr. Jorge
  Mujica

  	
   

  
	
   

  	
   

  	
  Miss Lucia
  Barrantes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Ref:

  	
   

  	
  Non existing
  of Material Adverse Effect and Adverse Material Chance

  
	
   

  	
   

  	
   

  	
  in DRP
  and/or Affiliates

  
					



 


 


Of our consideration:


 


By means of this, in relation
to what is disposed in numeral 8.13 of the Modification and Extension of the
Term of the Line of Credit Contract executed between Banco de Credito del Peru
and Doe Run Peru S.R.L. executed with date December 14, 2005, we comply with
declaring the following:


 


That from the date of the last
audited financial statements no circumstances or situations that to the
criteria and reasonable discretion of Doe Run Peru S.R.L. may cause a Material
Adverse Change or may have an Adverse Material Effect on:


 


(i)                                     the
ability for repayment of the loans and/or credits by Doe Run Peru S.R.L. and/or
Affiliates, or


 

















 


(ii)                                  the
business, operations, property, assets or liabilities of Doe Run Peru S.R.L.
and/or Affiliates.


 


This declaration is issued with
the purpose of complying with the preceding conditions established in the
Eighth Clause of the Modification and Extension of the Term of the Line of
Credit Contract.


 


 


Henry Eric Peitz


Vice President of Finance and
Treasury


DOE RUN PERU S.R.L.


 

















 


Lima December 14, 2005


 


 


Sirs.


Banco de Credito del Peru


Present


 


 


	
  Attn:

  	
   

  	
  Mr. Jorge
  Mujica

  	
   

  
	
   

  	
   

  	
  Miss Lucia
  Barrantes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Ref:

  	
   

  	
  Non
  existence of burdens with regards to the income and assets of 

  
	
   

  	
   

  	
   

  	
  Doe Run Peru
  S.R.L.

  
					



 


Of our consideration:


 


By means of this in relation to
what is disposed in numeral 8.14 of the Modification and Extension of the Term
of the Line of Credit Contract, executed on December 14, 2005 we comply with
declaring the following:


 


That assets and accounts
receivable of Doe Run Peru S.R.L. are free from any burden or tax except those
contemplated in the Modification and Extension of the Term of the Line of
Credit Contract or that are defined as Allowed Burdens in said contract.


 


This declaration is issued with
the purpose of complying with the preceding conditions established on the
Eighth Clause of the Modification and Extension of the Term of the Line of
Credit Contract.


 

















 


Henry Eric Peitz


Vice President of Finance and
Treasury


DOE RUN PERU S.R.L.


 

















 


ATTACHMENT X


 


NEGATIVE CERTIFICATE OF PLEDGE ON STOCK


 


(According to PDF signed Attachment)


 

















 


TABLE OF CONTENTS


 


	
  FIRST:

  	
  DEFINITIONS

  	
  1

  
	
  SECOND:

  	
  BACKGROUND

  	
  17

  
	
  THIRD:

  	
  OBJECT OF
  THE CONTRACT

  	
  18

  
	
  FOURTH

  	
  OF THE TERMS
  AND CONDITIONS OF THE

  	
  24

  
	
  FIFTH

  	
  REVOLVING
  LINE OF CREDIT REFERENCED IN CLAUSE 3.2.1. OF THE TERMS AND CONDITIONS OF THE
  INDIRECT REVOLVING LINE OF CREDIT REFERENCED IN CLAUSE 3.2.2.

  	
  27

  
	
  SIXTH

  	
  OF THE
  PAYMENT OF THE LINE OF CREDIT

  	
  31

  
	
  SEVENTH

  	
  OF THE
  COMMISSIONS

  	
  33

  
	
  EIGHT

  	
  CONDITIONS
  PRECEDING TO THE DATE OF CLOSING

  	
  39

  
	
  NINTH

  	
  CONDITIONS
  PRECEDING TO THE CARRYING OUT OF DISBURSEMENTS

  	
  39

  
	
  TENTH

  	
  DECLARATIONS
  AND GUARANTEES

  	
  42

  
	
  ELEVENTH

  	
  DRP OBLIGATIONS

  	
  48

  
	
  TWELFTH

  	
  EVENTS OF
  NON FULFILLMENT

  	
  59

  
	
  THIRTEENTH

  	
  CONSEQUENCES
  OF THE EVENT OF NON-FULFILLMENT

  	
  64

  
	
  FOURTEENTH

  	
  GUARANTEES

  	
  65

  
	
  FIFTEENTH

  	
  INDEMNIFICATION

  	
  67

  
	
  SIXTEENTH

  	
  CESSATION
  AND PARTICIPATIONS

  	
  67

  
	
  SEVENTEENTH

  	
  MODIFICATION
  OF THE CONTRACT

  	
  68

  
	
  EIGHTEENTH

  	
  COSTS AND
  EXPENSES

  	
  69

  



 

















 


	
  NINETEENTH:

  	
  NOTIFICATIONS

  	
  70

  
	
  TWENTIETH

  	
  OF THE AGENT
  AND THE BANKS

  	
  71

  
	
  TWENTY FIRST

  	
  NO
  RENEGOTIATION

  	
  75

  
	
  TWENTY
  SECOND

  	
  APPLICABLE
  LEGISLATION

  	
  76

  
	
  TWENTY THIRD

  	
  ARBITRATION

  	
  76

  



 


	
  TABLE OF
  ATTACHMENTS

  	
   

  	
   

  
	
  ATTACHMENT I

  	
  LIST OF BANK
  COMMITMENTS

  	
   

  	
   

  	
   

  
	
  ATTACHMENT
  II

  	
  LIST OF
  RESTRICTED DRP AND DRR SUBSIDIARIES

  	
   

  	
   

  	
   

  
	
  ATTACHMENT
  III

  	
  DISBURSEMENT
  REQUEST MODEL

  	
   

  	
   

  	
   

  
	
  ATTACHMENT
  IV

  	
  PROMISSORY
  NOTE MODEL

  	
   

  	
   

  	
   

  
	
  ATTACHMENT V

  	
  REPORTED
  INFORMATION (DISCLOSURE SCHEDULE)

  	
   

  	
   

  	
   

  
	
  ATTACHMENT
  VI

  	
  LIST OF
  COMMERCIAL OPERATIONS WITH AFFILIATES

  	
   

  	
   

  	
   

  
	
  ATTACHMENT
  VII

  	
  LEGAL
  OPINION FORMAT – ESTUDIO FERRERO ABOGADOS

  	
   

  	
   

  
	
  ATTACHMENT
  VIII

  	
  FERRITES
  LOAN

  	
   

  	
   

  	
   

  
	
  ATTACHMENT
  IX

  	
  CERTIFICATES
  OF THE DRP REPRESENTATIVE / NUMERALS 8.13 8.14 AND 8.16

  	
   

  	
   

  
	
  ATTACHMENT X

  	
  NEGATIVE
  PLEDGE CERTIFICATE ON SOCIAL PARTICIPATIONS