exv4w5






Exhibit 4.5




     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.



 









 





			
	No. [     ]
	 	$[     ]

As revised by the Schedule of Increases or Decreases

in Global Security attached hereto





6.750% Notes due 2040



CUSIP No. [     ]




          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 five hundred
million 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 October 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.







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          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



 










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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 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:







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          (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 Fun(d 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 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.







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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.





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