exv4w3






Exhibit 4.3




Southern Copper Corporation




as Issuer



and



Wells Fargo Bank, National Association,



as Trustee



 





SECOND SUPPLEMENTAL INDENTURE



Dated as of April 16, 2010



to



INDENTURE



Dated as of April 16, 2010



 





6.750% Notes due 2040



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE 1.

	 
	 	 	 	 	 	 
	DEFINITIONS

	 
	 	 	 	 	 	 
	Section 1.1.
	 	Definition of Terms	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE 2.

	 
	 	 	 	 	 	 
	GENERAL TERMS AND CONDITIONS OF THE NOTES

	 
	 	 	 	 	 	 
	Section 2.1.
	 	Designation and Principal Amount	 	 	7	 
	Section 2.2.
	 	Maturity	 	 	7	 
	Section 2.3.
	 	Further Issues	 	 	7	 
	Section 2.4.
	 	Form of Payment	 	 	7	 
	Section 2.5.
	 	Global Securities	 	 	7	 
	Section 2.6.
	 	Interest	 	 	7	 
	Section 2.7.
	 	Authorized Denominations	 	 	8	 
	Section 2.8.
	 	Redemption	 	 	8	 
	Section 2.9.
	 	Limitation on Liens	 	 	8	 
	Section 2.10.
	 	Limitation on Sale and Leaseback Transactions	 	 	9	 
	Section 2.11.
	 	Merger, Consolidation and Sale of Assets	 	 	10	 
	Section 2.12.
	 	Events of Default	 	 	12	 
	Section 2.13.
	 	Appointment of Agents	 	 	13	 
	Section 2.14.
	 	Defeasance upon Deposit of Moneys or U.S. Government Obligations	 	 	13	 
	 
	 	 	 	 	 	 
	
ARTICLE 3.

	 
	 	 	 	 	 	 
	FORM OF NOTES

	 
	 	 	 	 	 	 
	Section 3.1.
	 	Form of Notes	 	 	14	 
	 
	 	 	 	 	 	 
	
ARTICLE 4.

	 
	 	 	 	 	 	 
	ORIGINAL ISSUE OF NOTES

	 
	 	 	 	 	 	 
	Section 4.1.
	 	Original Issue of Notes	 	 	14	 
	 
	 	 	 	 	 	 
	
ARTICLE 5.

	 
	 	 	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 	 	 
	Section 5.1.
	 	Ratification of Indenture	 	 	15	 
	Section 5.2.
	 	Trustee Not Responsible for Recitals	 	 	15	 
	Section 5.3.
	 	Governing Law	 	 	15	 






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	 	 	 	 	Page	 
	 
	Section 5.4.
	 	Separability	 	 	15	 
	Section 5.5.
	 	Counterparts	 	 	15	 
	 
	 	 	 	 	 	 
	EXHIBIT A
	—	Form of Notes	 	 	A-1	 






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          SECOND SUPPLEMENTAL INDENTURE, dated as of April 16, 2010 (this “Second Supplemental
Indenture”), between Southern Copper Corporation, a corporation duly organized and existing under
the laws of the State of Delaware (the “Company”), and Wells Fargo Bank, National Association, a
national banking association, as trustee (the “Trustee”).




          WHEREAS, the Company and the Trustee executed and delivered the indenture, dated as of April
16, 2010 (the “Base Indenture”, as supplemented by a First Supplemental Indenture, dated as of
April 16, 2010 and, together with this Second Supplemental Indenture, the “Indenture”), to provide
for the issuance of the Company’s debt securities (the “Securities”), to be issued in one or more
series;




          WHEREAS, pursuant to the terms of the Base Indenture, the Company desires to provide for the
establishment of a new series of its notes under the Base Indenture to be known as its “6.750%
Notes due 2040” (the “Notes”), the form and substance and the terms, provisions and conditions
thereof to be set forth as provided in the Base Indenture and this Second Supplemental Indenture;




          WHEREAS, the Board of Directors of the Company pursuant to resolutions duly adopted on April
5, 2010, have duly authorized the issuance of the Notes, and has authorized the proper officers of
the Company to execute any and all appropriate documents necessary or appropriate to effect each
such issuance;




          WHEREAS, this Second Supplemental Indenture is being entered into pursuant to the provisions
of Section 14.01 of the Base Indenture;




          WHEREAS, the Company has requested that the Trustee execute and deliver this Second
Supplemental Indenture; and




          WHEREAS, all things necessary to make this Second Supplemental Indenture a valid and legally
binding agreement of the Company, in accordance with its terms, and to make the Notes, when
executed by the Company and authenticated and delivered by the Trustee, the valid and legally
binding obligations of the Company, have been performed, and the execution and delivery of this
Second Supplemental Indenture has been duly authorized in all respects;




          NOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes
by the Holders thereof, and for the purpose of setting forth, as provided in the Base Indenture,
the forms and terms of the Notes, the Company covenants and agrees, with the Trustee, as follows:







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ARTICLE 1.




DEFINITIONS



          Section 1.1. Definition of Terms. Unless the context otherwise requires:




          (a) each term defined in the Base Indenture has the same meaning when used in this Second
Supplemental Indenture except as otherwise defined in this Second Supplemental Indenture;




          (b) the singular includes the plural and vice versa; and




          (c) headings are for convenience of reference only and do not affect interpretation.




          (d) a reference to a Section or Article is to a Section or Article of this Second Supplemental
Indenture unless otherwise indicated.




          (e) The following terms have the meanings given to them in this Section 1.1(e):





          (i) “Affiliate” means, with respect to any specified Person, any other Person directly
or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For purposes of this definition, “control,” when used with respect
to any specified Person, means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise.




          (ii) “Attributable Value” in respect of a Sale and Leaseback Transaction means, as to
any particular lease under which the Company or any Subsidiary is at any time liable as
lessee and any date as of which the amount thereof is to be determined, the total net
obligations of the lessee for rental payments (excluding, however, any amounts required to
be paid by such lessee, whether or not designated as rent or additional rent, on account of
maintenance and repairs, services, insurance, taxes, assessments, water rates or similar
charges and any amounts required to be paid by such lessee thereunder contingent upon
monetary inflation or the amount of sales, maintenance and repairs, insurance, taxes,
assessments, water rates or similar charges) during the remaining term of the lease
(including any period for which such lease has been extended or may, at the option of the
lessor, be extended) discounted from the respective due dates thereof to such date at a rate
per annum equivalent to the interest rate inherent in such lease (as determined in good
faith by the Company in accordance with generally accepted financial practice).




          (iii) “Change of Control,” at any date, means the failure of Mr. German Larrea
Mota-Velasco and his immediate family members, including his spouse, parents, siblings, and
lineal descendents, estates and heirs, or any trust or other investment vehicle for the primary benefit of any of the foregoing, to possess, directly or indirectly,
whether through ownership of Voting Stock, contract or otherwise, the power to elect or
designate



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for election the majority of the board of directors of the Company or to direct or cause the
direction of the management or policies of the Company.




          (iv) “Change of Control Offer” shall have the meaning assigned to it in Section 2.11(a).




          (v) “Change of Control Purchase Price” shall have the meaning assigned to it in Section 2.11(a).




          (vi) “Change of Control Triggering Event” means the occurrence of both a Change of
Control and a Rating Decline.




          (vii) “Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any
time after the execution of this Indenture such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.




          (viii) “Comparable Treasury Issue” means the United States Treasury security selected
by the Independent Investment Banker as having a maturity comparable to the remaining term
(“remaining life”) of the Notes that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such series of Notes.




          (ix) “Comparable Treasury Price” means, with respect to any redemption date, (i) the
average of five Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the
Independent Investment Banker is unable to obtain at least five such Reference Treasury
Dealer Quotations, the average of all Reference Treasury Dealer Quotations obtained by the
Independent Investment Banker.




          (x) “Consolidated Net Tangible Assets” means the total of all assets appearing on a
consolidated balance sheet of the Company and its Subsidiaries, net of all applicable
reserves and deductions, but excluding goodwill, trade names, trademarks, patents,
unamortized debt discount and all other like intangible assets, less the aggregate of the
current liabilities of the Company and its Subsidiaries appearing on such balance sheet as
determined in accordance with U.S. GAAP.




          (xi) “Debt” means indebtedness for borrowed money.




          (xii) “DTC” shall have the meaning assigned to it in Section 2.5.




          (xiii) “Event of Default” shall have the meaning assigned to it in Section 2.12.




          (xiv) “Fitch” means Fitch Ratings, Ltd. or any successor to the rating agency business
thereof.



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          (xv) “Guarantee” means any obligation, contingent or otherwise, of any Person directly
or indirectly guaranteeing any Indebtedness of any other Person, direct or indirect,
contingent or otherwise, or entered into for the purpose of assuring in any other manner the
obligee of such Indebtedness of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part); provided, however, that the term “Guarantee” shall
not include endorsements for collection or deposit in the ordinary course of business. The
term “Guarantee” used as a verb has a corresponding meaning. The term “Guarantee” shall not
apply to a guarantee of intercompany indebtedness among the Company and the Subsidiaries or
among the Subsidiaries.




          (xvi) “Incurrence Time” shall have the meaning assigned to it in Section 2.9(b).




          (xvii) “Indebtedness” means, with respect to any person (without duplication):




	 	(A)	 	any obligation of such Person (a) for borrowed money, under any reimbursement obligation relating
to a letter of credit (other than letters of credit payable to
suppliers in the ordinary course of business), under any
reimbursement obligation relating to a financial bond or under
any reimbursement obligation relating to a similar instrument or
agreement, (b) for the payment of money relating to any
obligations under any capital lease of real or personal
property, or (c) under any agreement or instrument in respect of
an interest rate or currency swap, exchange or hedging
transaction or other financial derivatives transaction (other
than (x) any such agreements or instruments directly related to
Indebtedness otherwise incurred in compliance with the Indenture
and (y) any such agreements as are entered into in the ordinary
course of business and are not for speculative purposes or the
obtaining of credit); and
	 
	 	(B)	 	any amendment, supplement, modification, deferral, renewal, extension or refunding of any
liability of the types referred to in clause (1) above. For the
purpose of determining any particular amount of Indebtedness
under this definition, Guarantees of (or obligations with
respect to letters of credit) Indebtedness otherwise included in
the determination of such amount shall not be included.






          (xviii) “Independent Investment Banker” means one of the Reference Treasury Dealers
appointed by the Company from time to time to act as the “Independent Investment Banker.”



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          (xix) “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the
equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by
Fitch.




          (xx) “Lien” means any mortgage, pledge, security interest or lien.




          (xxi) “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating
agency business thereof.




          (xxii) “Person” means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited liability
company or government or other entity.




          (xxiii) “Rating Agencies” means Moody’s, S&P and Fitch.




          (xxiv) “Rating Decline” means if on, or within 90 days after, the earlier of the date
of public notice of the occurrence of a Change of Control or of the intention of the Company
to effect a Change of Control (which period shall be extended so long as the rating of the
Notes is under publicly announced consideration for possible downgrade by any of the Rating
Agencies), the rating of the Notes of the applicable series by at least one of the Rating
Agencies shall be decreased by one or more gradations (including gradations within
categories as well as between rating categories).




          (xxv) “Reference Treasury Dealer” means each of Credit Suisse Securities (USA) LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated and their respective successors
and one other nationally recognized investment banking firm that is a Primary Treasury
Dealer (as defined below) selected from time to time by the Company; provided, however, that
if any of the foregoing shall cease to be a primary US Government securities dealer in New
York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another
nationally recognized investment banking firm that is a Primary Treasury Dealer.




          (xxvi) “Reference Treasury Dealer Quotation” means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) quoted in writing to the Independent
Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third business day preceding that redemption date.




          (xxvii) “Remaining Scheduled Payments” means, with respect to each note to be redeemed,
the remaining scheduled payments of the principal thereof and interest thereon that would be
due after the related redemption date but for such redemption; provided, however, that, if
that redemption date is not an interest payment date with respect to such Notes, the amount
of the next succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to that redemption date.



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          (xxviii) “S&P” means Standard & Poor’s Ratings Services or any successor to the rating
agency business thereof.




          (xxix) “Sale and Leaseback Transaction” means any transaction or series of related
transactions pursuant to which the Company or any Subsidiary sells or transfers any property
to any Person with the intention of taking back a lease of such property pursuant to which
the rental payments are calculated to amortize the purchase price of such property
substantially over the useful life thereof and such property is in fact so leased.




          (xxx) “Significant Subsidiary” means a Subsidiary of the Company which would be a
“significant subsidiary” within the meaning of Rule 1-02 under Regulation S-X promulgated by
the Commission as in effect on the date of the Indenture, assuming the Company is the
registrant referred to in such definition.




          (xxxi) “Specified Property” means any mineral property (other than inventory or
receivables), concentrator, smelter, refinery or rod plant of the Company or any Subsidiary
and any capital stock or Indebtedness of any Subsidiary directly owning any such property,
concentrator, smelter, refinery or rod plant. This term excludes any mineral property,
concentrator, smelter or refinery or rod plant of the Company or any Subsidiary that in the
good faith opinion of the Company’s board of directors is not materially important to the
total business conducted by the Company and its Subsidiaries, taken as a whole.




          (xxxii) “Subsidiary” means any corporation or other business entity of which the
Company owns or controls (either directly or through one or more other Subsidiaries) more
than 50% of the issued share capital or other ownership interests, in each case having
ordinary voting power to elect or appoint directors, managers or trustees of such
corporation or other business entity (whether or not capital stock or other ownership
interests or any other class or classes shall or might have voting power upon the occurrence
of any contingency). For the avoidance of doubt, SPCC Peru Branch shall not be considered a
Subsidiary of the Company.




          (xxxiii) “Treasury Rate” means, with respect to any redemption date, the rate per annum
equal to the semi-annual equivalent yield to maturity (computed as of the third business day
immediately preceding that redemption date) of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for that redemption date.




          (xxxiv) “U.S. GAAP” with respect to any computations required or permitted hereunder,
means generally accepted accounting principles in effect in the United States as in effect
from time to time; provided, however if the Company is required by the Commission to adopt
(or is permitted to adopt and so adopts) a different accounting framework, including but not
limited to the International Financial Reporting Standards, “GAAP” shall mean such new
accounting framework as in effect from time to time, including, without limitation, in each
case, those accounting principles set forth in



6









 






the opinions and pronouncements of the Accounting Principles Board of the American Institute
of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as approved by a
significant segment of the accounting profession.




          (xxxv) “Voting Stock” means capital stock issued by a corporation, or equivalent
interests in any other Person, the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons performing similar
functions) of such Person, even if the right to vote has been suspended by the happening of
such a contingency.



ARTICLE 2.




GENERAL TERMS AND CONDITIONS OF THE NOTES



          Section 2.1. Designation and Principal Amount. There is hereby authorized and established a new series of Securities under the Base Indenture,
designated as the “6.750% Notes due 2040”, which is not limited in aggregate principal amount. The
initial aggregate principal amount of the Notes to be issued under this Second Supplemental
Indenture shall be limited to $1,100,000,000. Any additional amounts of such series to be issued
shall be set forth in a Company Order.




          Section 2.2. Maturity. The stated maturity of principal for the Notes will be April 16, 2040.




          Section 2.3. Further Issues. The Company may from time to time, without the consent of the Holders of the Notes, issue
additional notes of such series. Any such additional notes will have the same ranking, interest
rate, maturity date and other terms as the Notes. Any such additional notes, together with the
Notes herein provided for, will constitute a single series of Securities under the Indenture.




          Section 2.4. Form of Payment. Principal of, premium, if any, and interest on the Notes shall be payable in U.S. dollars.




          Section 2.5. Global Securities. Upon the original issuance, the Notes will be represented by one or more Global Securities. The
Company will issue the Notes in denominations of $2,000 and in integral multiples of $1,000 in
excess thereof and will deposit the Global Securities with the Trustee as custodian for The
Depository Trust Company (“DTC”), in New York, New York, and register the Global Securities in the
name of DTC or its nominee.




          Section 2.6. Interest. The Notes will bear interest (computed on the basis of a 360-day year consisting of twelve
30-day months) from April 16, 2010 at the rate of 6.750% per annum, payable semiannually in
arrears; interest payable on each interest payment date will include interest accrued from April
16, 2010, or from the most recent interest payment date to which interest has been paid or duly
provided for; the interest payment dates on which such interest shall be payable are April 16 and
October 16, commencing on October 16, 2010; and the record date for the interest payable on any
interest payment date is the close of business on April 1 or October 1, as the case may be, next
preceding the relevant Interest Payment Date.







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          Section 2.7. Authorized Denominations. The Notes shall be issuable in denominations of $2,000 and in integral multiples of $1,000 in
excess thereof.




          Section 2.8. Redemption. The Notes are subject to redemption at the option of the Company as set forth in the forms of
Note attached hereto as Exhibit A.




          Section 2.9. Limitation on Liens.




          (a) The Company will not, nor will it permit any Subsidiary to, issue, assume or suffer to
exist any Indebtedness or Guarantee, if such Indebtedness or Guarantee is secured by a Lien upon
any Specified Property, unless, concurrently with the issuance or assumption of such Indebtedness
or Guarantee or the creation of such Lien, the Notes (together with, at the Company’s option, any
other indebtedness of or guarantee by the Company or its Subsidiaries then existing or thereafter
created which is not subordinated to the Notes) shall be secured equally and ratably with (or at
the Company’s option prior to) such Indebtedness or Guarantee for so long as such Indebtedness or
Guarantee is so secured; provided, however, that the foregoing restriction shall not apply to:





          (i) any Lien on (a) any Specified Property acquired, constructed, developed, extended
or improved by the Company or any Subsidiary (singly or together with other Persons) after
the date of the Indenture or any property reasonably incidental to the use or operation of
such Specified Property (including any real property on which such Specified Property is
located), or (b) any shares or other ownership interest in, or any Indebtedness of, any
Person which holds, owns or is entitled to such property, products, revenue or profits,
provided that in the case of both clause (a) and (b) above, such Lien is created, incurred
or assumed (x) during the period such Specified Property was being constructed, developed,
extended or improved, or (y) contemporaneously with, or within 360 days after, such
acquisition or the completion of such construction, development, extension or improvement in
order to secure or provide for the payment of all or any part of the purchase price or other
consideration of such Specified Property or the other costs of such acquisition,
construction, development, extension or improvement (including costs such as escalation,
interest during construction and financing and refinancing costs);




          (ii) any Lien on any Specified Property existing at the time of acquisition thereof and
which (a) is not created as a result of or in connection with or in anticipation of such
acquisition and (b) does not attach to any other Specified Property other than the Specified
Property so acquired;




          (iii) any Lien on any Specified Property acquired from a Person that is merged with or
into the Company or any Subsidiary or any Lien existing on Specified Property of any Person
at the time such Person becomes a Subsidiary, in either such case which (a) is not created as a result of or in connection with or in anticipation of any
such transaction and (b) does not attach to any other Specified Property other than the
Specified Property so acquired;



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          (iv) any Lien which secures Indebtedness or a Guarantee owing by a Subsidiary to the
Company or any other Subsidiary;




          (v) any Liens on any Specified Property in favor of the government of the United
States, Mexico or Peru or of any other country or any political subdivision thereof, to
secure payments pursuant to any contract with such government or to any statute to which the
Company or any of its Subsidiaries is subject;




          (vi) any Lien existing on the date of this Second Supplemental Indenture; or




          (vii) any extension, renewal or replacement (or successive extensions, renewals or
replacements) in whole or in part, of any Lien referred to in the foregoing clauses (i)
through (vi) inclusive; provided that the principal amount of Indebtedness or Guarantee
secured thereby shall not exceed the principal amount of Indebtedness or Guarantee so
secured at the time of such extension, renewal or replacement plus an amount necessary to
pay any fees and expenses, including premiums and defeasanse costs related to such
transaction, and that such extension, renewal or replacement shall be limited to all or a
part of the property which secured the Lien so extended, renewed or replaced (plus
improvements on such property).



          (b) Notwithstanding the foregoing, the Company or any Subsidiary may issue or assume
Indebtedness or a Guarantee secured by a Lien which would otherwise be prohibited under the
provisions of the Indenture described in this section or enter into Sale and Leaseback Transactions
that would otherwise be prohibited by the provisions of the Indenture described in Section 2.10, provided that
the amount of such Indebtedness or Guarantee or the Attributable Value of such Sale and Leaseback
Transaction, as the case may be, together with the aggregate amount (without duplication) of (i)
Indebtedness or Guarantees outstanding at such time that were previously incurred pursuant to this
paragraph by the Company and its Subsidiaries, plus (ii) the Attributable Value of all such Sale
and Leaseback Transactions of the Company and its Subsidiaries outstanding at such time that were
previously incurred pursuant to the provisions of the Indenture described in Section 2.10 shall not exceed 20%
of Consolidated Net Tangible Assets at the time any such Indebtedness or Guarantee is issued or
assumed by the Company or any Subsidiary or at the time any such Sale and Leaseback Transaction is
entered into.




          (c) For the avoidance of doubt, the sale or other transfer of (i) any minerals in place for a
period of time until, or in an amount such that the purchaser will realize therefrom a specified
amount of money (however determined) or a specified amount of such minerals or (ii) any other
interest in property of the character commonly referred to as a “production payment,” shall not
constitute the incurrence of Indebtedness or a Guarantee secured by a Lien.




          Section 2.10. Limitation on Sale and Leaseback Transactions.




          (a) Neither the Company nor any Subsidiary may enter into any Sale and Leaseback Transaction
with respect to any Specified Property, unless either (i) the Company or such Subsidiary would be entitled pursuant to the provisions of the Indenture described above
under Section 2.9 to issue or assume Indebtedness or a Guarantee (in an amount equal to the







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Attributable Value with respect to such Sale and Leaseback Transactions) secured by a Lien on such
Specified Property without equally and ratably securing the Notes of such series; (ii) within 360
days of such Sale and Leaseback Transaction, the Company or such Subsidiary applies or causes to be
applied, in the case of a sale or transfer for cash, an amount equal to 85% of the net proceeds
thereof and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair
market value (as determined in good faith by the board of directors of the Company) of the
Specified Property so leased to: (A) to the retirement, within 360 days after the effective date of
such Sale and Leaseback Transaction, of (x) Indebtedness of the Company ranking at least pari passu
in right of payment with the Notes of such series or (y) Indebtedness of any Subsidiary of the
Company, in each case owing to a Person other than the Company or any Affiliate of the Company, or
(B) to the acquisition, purchase, construction, development, extension or improvement of any
property or assets of the Company or any Subsidiary used or to be used by or for the benefit of the
Company or any Subsidiary in the ordinary course of business; or (iii) the Company or such
Subsidiary equally and ratably secures the Notes of such series as described in Section 2.9.




          (b) The restrictions set forth in paragraph (a) above shall not apply to any transactions
providing for a lease for a term of less than three years.




          Section 2.11. Repurchase at Option of Holders Upon Change of Control Triggering Event.




          (a) Upon the occurrence of a Change of Control Triggering Event, each Holder of Notes will
have the right to require the Company to repurchase all or any part of such Holder’s Notes pursuant
to the offer described below (the “Change of Control Offer”) at a purchase price (the “Change of
Control Purchase Price”) equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the purchase date (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date).




          (b) Within 30 days following any Change of Control Triggering Event, the Company shall send,
by first-class mail, with a copy to the Trustee, to each Holder of Notes, at such Holder’s address
appearing in the register, a notice stating:





          (i) that a Change of Control Triggering Event has occurred and a Change of Control
Offer is being made pursuant to this Section 2.11 and that all Notes validly tendered will
be accepted for payment;




          (ii) the Change of Control Purchase Price and the purchase date, which shall be,
subject to any contrary requirements of applicable law, a Business Day no earlier than
thirty (30) days nor later than sixty (60) days from the date such notice is mailed;




          (iii) the circumstances and relevant facts regarding the Change of Control Triggering
Event; and




          (iv) the procedures that Holders of Notes must follow in order to validly tender their
Notes (or portions thereof) for payment and the procedures that



10









 






Holders of Notes must follow in order to withdraw an election to tender Notes (or portions
thereof) for payment.



          (c) The Company will not be required to make a Change of Control Offer following a Change of
Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this Second Supplemental
Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes
validly tendered and not withdrawn under such Change of Control Offer.




          (d) The Company will comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection with the repurchase
of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of the covenant described above, the
Company will comply with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under this covenant by virtue of such compliance.




          (e) The Company’s obligation to make an offer to repurchase the Notes as a result of a Change
of Control Triggering Event may be waived or modified at any time prior to the occurrence of such
Change of Control Triggering Event with the written consent of the holders of a majority in
principal amount of the Notes, as set forth in Article IX of the Base Indenture.




          Section 2.12. Merger, Consolidation and Sale of Assets.




          (a) For so long as the Notes are outstanding, the Company may not consolidate with or merge
into any other corporation or convey or transfer its properties and assets substantially as an
entirety to any Person, unless (i) the successor Person shall be a corporation organized and
existing under the laws of the United States (or any State thereof or the District of Columbia) and
shall expressly assume, by a supplemental indenture, the due and punctual payment of the principal
of and interest on all the outstanding Notes of such series and the performance of every covenant
in this Second Supplemental Indenture on the part of the Company to be performed or observed, (ii)
immediately after giving effect to such transaction, no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of Default, shall have occurred and be
continuing; and (iii) the Company shall have delivered to the Trustee an Officer’s Certificate and
Opinion of Counsel stating that all conditions precedent set forth in the indenture relating to the
consummation of such consolidation, merger, conveyance or transfer and entering into of such
supplemental indenture have been met. In case of any such consolidation, merger conveyance or
transfer (other than a lease), such successor corporation will succeed to and be substituted for
the Company as obligor on the Notes of the applicable series, with the same effect as if it had
been named in this Second Supplemental Indenture as such obligor.




          (b) For purposes of this Section 2.12, the conveyance or transfer of all the property of one or more
Subsidiaries of the Company which property, if held by the Company instead of such Subsidiaries,
would constitute all or substantially all the property of the Company







11









 







on a consolidated basis, shall be deemed to be the transfer of all or substantially all the
property of the Company.




          Section 2.13. Events of Default.




          (a) The term “Event of Default” with respect to the Notes shall mean





          (i) default in the payment of the principal of any note issued pursuant to this Second
Supplemental Indenture after any such principal becomes due in accordance with the terms
thereof, upon redemption or otherwise; or default in the payment of any interest in respect
of such Notes if such default continues for 30 days after any such interest becomes due in
accordance with the terms hereof;




          (ii) failure to observe or perform any other covenant or agreement contained in the
Notes issued pursuant to this Second Supplemental Indenture, and such failure continuing for
60 days after notice, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of
the outstanding Notes, specifying such failure and requiring it to be remedied and stating
that such notice constitutes a notice of default under this Second Supplemental Indenture;




          (iii) failure by the Company or any of its Significant Subsidiaries to pay when due
(whether at maturity, upon redemption or acceleration or otherwise) the principal of any
Indebtedness in excess, individually or in the aggregate of US$50 million (or the equivalent
thereof in other currencies), if such failure shall continue for more than the period of
grace, if any, applicable thereto and the period for payment has not been expressly
extended;




          (iv) a decree or order by a court having jurisdiction shall have been entered adjudging
the Company or any of its Significant Subsidiaries as bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, concurso mercantil or quiebra of or by the
Company or any of its Significant Subsidiaries and such decree or order shall have continued
undischarged or unstayed for a period of 120 days; or a decree or order of a court having
jurisdiction for the appointment of a receiver or liquidator or sindico or conciliador for
the liquidation or dissolution of the Company or any of its Significant Subsidiaries, shall
have been entered, and such decree or order shall have continued undischarged and unstayed
for a period of 120 days; provided, however, that any Significant Subsidiary may be
liquidated or dissolved if, pursuant to such liquidation or dissolution, all or
substantially all of its assets are transferred to the Company or another Significant
Subsidiary of the Company; or




          (v) the Company or any of its Significant Subsidiaries shall institute any proceeding
to be adjudicated as voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking
reorganization, concurso mercantil or quiebra, or shall consent to the filing of any such



12









 






petition, or shall consent to the appointment of a receiver or liquidator or sindico or
conciliador or trustee or assignee in bankruptcy or insolvency of it or its property.



          (b) If an Event of Default specified in clause (a)(iv) or (a)(v) above shall occur, the
maturity of all outstanding Notes shall automatically be accelerated and the principal amount of
the Notes, together with accrued interest thereon, shall be immediately due and payable. If any
other Event of Default shall occur and be continuing, the Trustee or the Holders of not less than
25% of the aggregate principal amount of the Notes then outstanding may, by written notice to the
Company (and to the Trustee if given by Holders), declare the principal amount of the applicable
Notes, together with accrued interest thereon, immediately due and payable. The right of the
Holders to give such acceleration notice shall terminate if the event giving rise to such right
shall have been cured before such right is exercised. Any such declaration may be annulled and
rescinded by written notice from the Trustee or the Holders of a majority of the aggregate
principal amount of the Notes then outstanding to the Company if all amounts then due with respect
to the Notes are paid (other than amount due solely because of such declaration) and all other
defaults with respect to the Notes are cured.




          (c) Subject to the provisions of the Base Indenture and this Second Supplemental Indenture
relating to the duties of the Trustee, in case the Company shall fail to comply with its
obligations under this Second Supplemental Indenture or the Notes and such failure shall be
continuing, the Trustee will be under no obligation to exercise any of its rights or powers under
the Second Supplemental Indenture at the request or direction of any of the Holders, unless such
Holders shall have offered to the Trustee indemnity reasonably satisfactory to it. The Holders of
a majority in aggregate principal amount of the outstanding Notes will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, to the extent such action does not conflict
with the provisions of this Second Supplemental Indenture or applicable law.




          (d) No Holder of any note will have any right to institute any proceeding with respect to the
Second Supplemental Indenture or the Notes or for any remedy thereunder, unless such Holder has
previously given to the Trustee written notice of a continuing Event of Default and unless also the
Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made a
written request to the Trustee to institute proceedings in respect of such Event of Default in its
own name as Trustee, such Holder or Holders have offered to the Trustee indemnity reasonably
satisfactory to it, the Trustee for 60 days after receipt of such notice has failed to institute
any such proceeding and no direction inconsistent with such request shall have been given to the
Trustee during such 60-day period by the Holders of a majority in principal amount of the
outstanding Notes. However, such limitations do not apply to a suit individually instituted by a
Holder of a note for enforcement of payment of the principal of, or interest on, such note on or
after respective due dates expressed in such note.




          Section 2.14. Appointment of Agents. The Trustee will initially be the Security Registrar and Paying Agent for the Notes.




          Section 2.15. Defeasance upon Deposit of Moneys or U.S. Government Obligations.







13









 








          (a) On the first day after the applicable conditions set forth in Section 12.03 of the Base
Indenture have been satisfied, the Company at any time may terminate (i) all of its obligations
under the Notes and this Second Supplemental Indenture (“legal defeasance option”) or (ii) its
obligations under Sections 2.9, 2.10, 2.11 and 2.12 of this Second Supplemental Indenture and, with
respect to the Notes only, Section 10.2 of the Base Indenture, and the operation of Sections
2.13(a)(iii), (iv) and (v) of this Second Supplemental Indenture (but, in the case of Sections
2.13(a)(iv) and (v), with respect only to Significant Subsidiaries) (“covenant defeasance option”).
The Company may exercise its legal defeasance option notwithstanding its prior exercise of its
covenant defeasance option.




          (b) If the Company exercises its legal defeasance option, payment of the Notes may not be
accelerated because of an Event of Default with respect to the Notes. If the Company exercises its
covenant defeasance option, payment of the Notes may not be accelerated because of an Event of
Default specified in Sections 2.13(a)(ii) (with respect to the covenants identified in clause (a)
above), 2.13(a)(iii), 2.13(a)(iv) and 2.13(a)(v) (with respect only to Significant Subsidiaries in
the case of Sections 2.13(a)(iv) and (v)).




          (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations with respect to
Sections 3.05, 3.06, 3.07, and 12.09 of the Base Indenture, in each case with respect to the Notes
only, shall survive until the Notes have been paid in full.




          Section 2.16. Amendments. In addition to the restrictions set forth in Section 14.02 of the Base Indenture, without the
consent or affirmative vote of each Holder of Notes affected thereby, an amendment of this Second
Supplemental Indenture or the Base Indenture (with respect to the Notes only) may not reduce the
premium payable upon a Change of Control Triggering Event or, at any time after a Change of Control
Triggering Event has occurred, change the time at which the Change of Control Offer relating
thereto must be made or at which the Notes must be repurchased pursuant to such Change of Control
Offer.




ARTICLE 3.




FORM OF NOTES



          Section 3.1. Form of Notes. The Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be
substantially in the form set forth in Exhibit A.




ARTICLE 4.




ORIGINAL ISSUE OF NOTES



          Section 4.1. Original Issue of Notes. The Notes may, upon execution of this Second Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall, upon Company order,
authenticate and deliver such Notes as in such Company order provided.







14









 








ARTICLE 5.




MISCELLANEOUS



          Section 5.1. Ratification of Indenture. The Base Indenture, as supplemented by this Second Supplemental Indenture, is in all respects
ratified and confirmed, and this Second Supplemental Indenture shall be deemed part of the Base
Indenture in the manner and to the extent herein and therein provided; provided that the provisions
of this Second Supplemental Indenture apply solely with respect to the Notes.




          Section 5.2. Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee makes no representation as to
the validity or sufficiency of this Second Supplemental Indenture.




          Section 5.3. Governing Law. This Second Supplemental Indenture and each Note shall be deemed to be contracts made under the
law of the State of New York, and for all purposes shall be governed by and construed in accordance
with such law.




          Section 5.4. Separability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.




          Section 5.5. Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts each of which
shall be an original; but such counterparts shall together constitute but one and the same
instrument.









15









 








          IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed, all as of the day and year first above written.




	 	 	 	 	 
	 	SOUTHERN COPPER CORPORATION,

as Issuer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to Second

Supplemental Indenture













 









 








EXHIBIT A




[FORM OF FACE OF SECURITY]





     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE
TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR
ALL PURPOSES.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.



A-1









 





			
	No.
	 	$
	 
	 	As revised by the Schedule of Increases or Decreases
	 
	 	in Global Security attached hereto






6.750% Notes due 2040




CUSIP No. 84265V AE5




          SOUTHERN COPPER CORPORATION, a Delaware corporation (herein called the “Company”, which
term includes any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of [______]
dollars ($[___]), as revised by the Schedule of Increases or Decreases in Global Security attached
hereto, on April 16, 2040 and to pay interest thereon from April 16, 2010 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, semi-annually in
arrears on April 16 and October 16 in each year, commencing Octber 16, 2010 at the rate of 6.750%
per annum, until the principal hereof is paid or made available for payment. Interest on the
Securities will accrue from the most recent date to which interest has been paid or, if no interest
has been paid, from April 16, 2010. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.




          The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on the Record Date for such
interest, which shall be April 1 or October 1, as the case may be, next preceding such Interest
Payment Date.




          Additional provisions of this Security are set forth on the other side of this Security.




          Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.







A-2









 








          IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.




	 	 	 	 	 
	 	SOUTHERN COPPER CORPORATION,

 	 
	 	by:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	by:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



TRUSTEE’S CERTIFICATE OF

     AUTHENTICATION



This is one of the Securities of the series designated therein referred to in the within-mentioned
Indenture.



Date of Authentication:




                                              




	 	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION,



     as Trustee, certifies that this is one of

     the Securities referred to in the Indenture.



by: Authorized Signatory	 	 
	 	 	 
	 	 	 
	 	 	 



A-3









 






	 	 	 	 	 



[FORM OF REVERSE SIDE OF SECURITY]




6.750% Notes due 2040



1. Indenture.




          This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
April 16, 2010, as supplemented by a Second Supplemental Indenture dated April 16, 2010 (as so
supplemented, herein called the “Indenture”), between the Company and Wells Fargo Bank, National
Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof, initially limited in aggregate principal amount to
$[                    ].




          The terms of the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§
77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are referred to the Indenture and the
TIA for a statement of those terms.



2. Method of Payment.




          The Company will pay interest on the Securities (except defaulted interest) to the Persons who
are registered holders of Securities at the close of business on the April 16 or October 16 next
preceding the interest payment date even if Securities are canceled after the record date and on or
before the interest payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the United States of
America that at the time of payment is legal tender for payment of public and private debts.
Payments in respect of the Securities represented by a Global Security (including principal,
premium and interest) will be made by wire transfer of immediately available funds to the accounts
specified by The Depository Trust Company. Payments on the Securities will be made at the office
or agency of the Paying Agent and Registrar within the city of Minneapolis, Minnesota unless the
Company elects to make interest payments by check mailed to the Holders at their address set forth
in the register.



3. Paying Agent and Registrar.




          Initially, the Trustee will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its
Subsidiaries may act as Paying Agent or Registrar.



4. Optional Redemption.




          (a) Except as described below, the Notes are not redeemable at the Company’s option. The
Company is not, however, prohibited from acquiring the Notes by means other than a redemption,
whether pursuant to a tender offer, open market purchase or otherwise, so long as the acquisition
does not otherwise violate the terms of the Indenture.




          (b) The Notes will be redeemable, at any time and from time to time, in whole or in part, at
the Company’s option at a redemption price equal to the greater of (i) 100% of the principal amount
of the Notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the
date of redemption, and (ii) the sum of the present values of the Remaining Scheduled Payments of
principal and interest on the Notes to be redeemed (exclusive of interest accrued to the applicable
redemption date) discounted to that redemption date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 35 basis points. Notwithstanding the
foregoing, payments of interest on the Notes will be payable to the Holders of those






A-4









 







Notes registered as such at the close of business on the relevant record dates according to
the terms and provisions of the Indenture. In connection with such optional redemption, the
following defined terms apply:




          (c) Upon presentation in physical, certificated form of any Note to be redeemed in part only,
the Company will execute and the Trustee will authenticate and deliver to the Company on the order
of the holder thereof, at the Company’s expense, a new Note or Notes, of authorized denominations,
in principal amount equal to the unredeemed portion of the Note so presented. The Company may at
any time purchase Notes in the open market or otherwise at any price. Any Notes that are redeemed
or purchased by the Company shall be delivered to the Trustee for cancellation and may not be
reissued or resold. Any redemption and notice thereof pursuant to the Indenture may, at the
Company’s discretion, be subject to the satisfaction of one or more conditions precedent.



5. Notice of Redemption.




          Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of the Notes to be redeemed. On and after any redemption date,
interest will cease to accrue on the Notes or any portion thereof called for redemption unless the
Company defaults in the payment of the redemption price.



6. Sinking Fund and Highly Leveraged Transactions.




          The Securities are not subject to any sinking fund. The Indenture does not include any debt
covenants or other provisions which afford holders of the Securities protection in the event of a
highly leveraged transaction.



7. Repurchase of Securities at the Option of Holders upon Change of Control Triggering
Event.




          Upon a Change of Control Triggering Event, Holders of securities will have the right, subject
to certain conditions specified in the Indenture, to cause the Company to repurchase all or any
part of the Securities of such Holder at a purchase price equal to 101% of the principal amount of
the Securities to be repurchased plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of Holders of record on the relevant record date to receive interest due on
the relevant interest payment date that is on or prior to the date of purchase) as provided in, and
subject to the terms of, the Indenture.



8. Denominations; Transfer; Exchange.




          The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and in integral multiples of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.




          As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registerable in the security register, upon surrender of this Security
for registration of transfer at the Registrar accompanied by a written request for transfer in form
satisfactory to the Company and the Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.




          No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



9. Persons Deemed Owners.




          Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner






A-5









 







hereof for all purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.



10. Amendment, Waiver.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.



11. Defaults and Remedies.




          If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



12. Governing Law.




          THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.



13. CUSIP Numbers.




          Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Securities and has directed
the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on the Securities or as
contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.




          The Company will furnish to any Holder of Securities upon written request and without charge
to the Holder a copy of the Indenture which has in it the text of this Security.








A-6









 








SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY




The following increases or decreases in this Global Security have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of decrease	 	 	Principal Amount of	 	 	 	 
	 	 	Amount of increase in	 	 	in Principal Amount	 	 	this Global Security	 	 	Signature of	 
	Date of	 	Principal Amount of	 	 	of this Global	 	 	following each	 	 	authorized signatory	 
	Exchange	 	this Global Security	 	 	Security	 	 	decrease or increase	 	 	of Trustee	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






A-7