Exhibit 4.1


 


SOUTHERN PERU COPPER CORPORATION


 


 


REGISTRATION RIGHTS AGREEMENT


 


 


Dated as of March 31, 2005


 





















 


TABLE OF CONTENTS


 


This Table of Contents is not part of
the Agreement to which it is attached but is inserted for convenience only.


 


	
  1.

  	
   

  	
  Definitions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Registrations

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Shelf Registration

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  Registration Expenses

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  Registration Statement
  Form

  	
   

  	
   

  
	
   

  	
   

  	
  (d)

  	
  Black-Out Periods

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Requests
  for Public Offering; Offerings by Selling Stockholders

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Initial Six-Month
  Period Sales

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  Requested Public
  Offerings

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  Limitations
  on Requested Public Offerings

  	
   

  	
   

  
	
   

  	
   

  	
  (d)

  	
  Sales by Cerro Entities

  	
   

  	
   

  
	
   

  	
   

  	
  (e)

  	
  Sales by PD Entities

  	
   

  	
   

  
	
   

  	
   

  	
  (f)

  	
  Priority in
  Cutback Registrations

  	
   

  	
   

  
	
   

  	
   

  	
  (g)

  	
  Representations,
  Warranties and Other Agreements

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Registration Procedures

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Underwritten Offerings

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Lockup
  Agreements

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  By
  the Selling Stockholders and Permitted Transferees

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  By the Company

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  By
  AMC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Indemnification

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Indemnification by
  the Company

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  Indemnification by
  the Sellers

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  Notices of Claims, etc.

  	
   

  	
   

  
	
   

  	
   

  	
  (d)

  	
  Contribution

  	
   

  	
   

  
	
   

  	
   

  	
  (e)

  	
  Other Indemnification

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Termination

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Conditions
  to Obligations of Company and AMC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Miscellaneous

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Notices

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  Entire Agreement

  	
   

  	
   

  



 


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  (c)

  	
  Amendment

  	
   

  	
   

  
	
   

  	
   

  	
  (d)

  	
  Waiver

  	
   

  	
   

  
	
   

  	
   

  	
  (e)

  	
  Consents and Waivers

  	
   

  	
   

  
	
   

  	
   

  	
  (f)

  	
  Third Party Beneficiary

  	
   

  	
   

  
	
   

  	
   

  	
  (g)

  	
  Comparable Agreements

  	
   

  	
   

  
	
   

  	
   

  	
  (h)

  	
  Successors and Assigns

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  Headings

  	
   

  	
   

  
	
   

  	
   

  	
  (j)

  	
  Invalid Provisions

  	
   

  	
   

  
	
   

  	
   

  	
  (k)

  	
  Remedies

  	
   

  	
   

  
	
   

  	
   

  	
  (l)

  	
  Governing Law

  	
   

  	
   

  
	
   

  	
   

  	
  (m)

  	
  Counterparts

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule I
  – Ownership of Class A Common Stock

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A – PLAN OF DISTRIBUTION

  	
   

  	
   

  
	
  EXHIBIT B – RESTRICTED LEGEND

  	
   

  	
   

  
	
  EXHIBIT C-1 – FORM OF OPINION OF CERRO SPECIAL
  COUNSEL

  	
   

  	
   

  
	
  EXHIBIT C-2 – FORM OF OPINION OF PD SPECIAL COUNSEL

  	
   

  	
   

  



 


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SOUTHERN PERU COPPER CORPORATION



REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT dated as of March 31,
2005 is made and entered into by and between CERRO TRADING COMPANY, INC., a
Delaware corporation (“Cerro”), SPC Investors, L.L.C., a Delaware
limited liability company (“SPC”), PHELPS DODGE CORPORATION, a Delaware
corporation (“PD”), PHELPS DODGE OVERSEAS CAPITAL CORPORATION, a
Delaware corporation (“PDOCC”), and CLIMAX MOLYBDENUM B.V., a Dutch
corporation (“Climax”), SOUTHERN PERU COPPER CORPORATION, a Delaware
corporation (the “Company”) and AMERICAS MINING CORPORATION, a Delaware
corporation (“AMC”).  Capitalized
terms not otherwise defined herein have the meanings set forth in Section 1.


 


WHEREAS, AMC, an affiliate of the Company, and Cerro
have entered into a letter agreement dated October 21, 2004 (the “Cerro
Letter Agreement”) providing, among other things, for AMC to use its
reasonable best efforts to cause the Company to enter into this Agreement
providing for the Company’s registration for sale of certain shares of Common
Stock owned by Cerro;


 


WHEREAS, AMC and PD have entered into a letter
agreement dated December 22, 2004 (the “PD Letter Agreement”)
providing, among other things, for AMC to use its reasonable best efforts to
cause the Company to enter into this Agreement providing for the Company’s
registration for sale of certain shares of Common Stock owned by PD;


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


1.                                       Definitions.


 


(a)                                  Except
as otherwise specifically indicated, the following terms will have the
following meanings for all purposes of this Agreement:


 


“Affiliate” of any particular Person means any
other Person controlling, controlled by, or under common control with such
particular Person, where “control” means the possession, directly or
indirectly, of the power to direct the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.


 


“Agreement” means this Registration Rights
Agreement, as the same shall be amended from time to time.


 


“AMC” has the meaning ascribed to it in the recitals.


 


“Black-Out Period” has the meaning ascribed to
it in Section 2(d).


 


“Business Day” means a day other than Saturday,
Sunday or any other day on which banks located in the States of Arizona or New
York are authorized or obligated to close.


 





















 


“Cerro” has the meaning ascribed to it in the
preamble.


 


“Cerro Entities” means, collectively, Cerro,
SPC and each of their respective Permitted Transferees.


 


“Cerro Letter Agreement” has the meaning
ascribed to it in the preamble.


 


“Cerro Special Counsel” has the meaning
ascribed to it in Section 3(g)(ii).


 


“Class A Common Stock” means shares of Class A
Common Stock, par value one cent ($0.01) per share, of the Company.


 


“Climax” has the meaning ascribed to it in the
preamble.


 


“Commission” means the United States Securities
and Exchange Commission, or any successor governmental agency or authority.


 


“Common Stock” means shares of Common Stock,
par value one cent ($0.01) per share, of the Company.


 


“Company” has the meaning ascribed to it in the
preamble.


 


“Company Indemnitees” has the meaning ascribed
to it in Section 7(a).


 


“Cutback Registration” means any Requested
Public Offering to be effected during the Initial Six-Month Period as an
Underwritten Public Offering in which the Managing Underwriter selected by the
Company with respect thereto advises the Company, the Selling Stockholders and
any Permitted Transferees in writing that, in its opinion, the aggregate number
of Registrable Securities owned by the Selling Stockholders and the Permitted
Transferees that have elected to participate in such Requested Public Offering
pursuant to Sections 3(a) and 3(b)(ii) exceeds the number of Registrable
Securities which can be sold in such Underwritten Public Offering without
causing a significant disruption in the market for shares of the Common Stock.


 


“Effective Time” has the meaning ascribed to it
in the Merger Agreement.


 


“Effectiveness Date” means the date upon which
the Shelf Registration Statement becomes effective under the Securities Act.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Form S-3” means Form S-3 promulgated
by the Commission under the Securities Act, or any successor or similar
short-form registration statement.


 


“Indemnified Party” means a party entitled to
indemnity in accordance with Section 7.


 


2





















 


“Indemnifying Party” means a party obligated to
provide indemnity in accordance with Section 7.


 


“Initial Six-Month Period” means the period
commencing on the Effectiveness Date and ending on the six-month anniversary of
the Effectiveness Date; provided, that such period shall be extended, if
applicable, pursuant to the last paragraph of Section 4.


 


“Inspectors” has the meaning ascribed to it in Section 4(h).


 


“Losses” has the meaning ascribed to it in Section 7(a).


 


“Managing Underwriter” means, with respect to
any Underwritten Public Offering, a single underwriter designated by the
Company in accordance with Section 5 from among the underwriters
managing such Underwritten Public Offering.


 


“Merger Agreement” means the Agreement of Plan
and Merger dated as of October 21, 2004, by and among Southern Peru Copper
Corporation, SPCC Merger Sub, Inc., Americas Sales Company, Inc., Americas
Mining Corporation and Minera México S.A. de C.V.


 


“NASD” means the National Association of
Securities Dealers.


 


“PD” has the meaning ascribed to it in the recitals.


 


“PD Entities” means Climax and PDOCC and each
of their respective Permitted Transferees.


 


“PD Letter Agreement” has the meaning ascribed
to it in the recitals.


 


“PDOCC” has the meaning ascribed to it in the
preamble.


 


“PD Special Counsel” has the meaning ascribed
to it in Section 3(g)(ii).


 


“Permitted Transferee” has the meaning ascribed
to it in Section 6(a).


 


“Person” means any natural person, corporation,
general partnership, limited partnership, proprietorship, other business
organization, trust, union or association.


 


“Plan of Distribution” has the meaning ascribed
to it in Section 2(a).


 


“Public Offering” means any offering of Common
Stock to the public, including Requested Public Offerings, either on behalf of
the Company or any of its securityholders, pursuant to an effective
registration statement under the Securities Act.


 


“Records” has the meaning ascribed to it in Section 4(h).


 


“Registrable Securities” means (i) the
Shares, (ii) shares of the Class A Common Stock, (iii) any additional
shares of Common Stock or other equity securities issued or distributed by way
of a stock dividend, stock split, reclassification, reorganization,
recapitalization, other distribution or other similar event in respect of the
Shares, or acquired by


 


3





















 


way of any rights offering or similar offering made in
respect of the Shares and (iv) any equity securities of the Company or any
successor or assign of the Company (whether by merger, consolidation, sale of
assets or otherwise) that may be issued in conversion of, in exchange for or in
substitution of, the Shares or the Class A Common Stock (adjusted
proportionately to reflect any stock dividend, stock split, reclassification,
reorganization or recapitalization occurring after the date hereof).  As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities (a) when a
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement, (b) when they
shall have been distributed to the public pursuant to Rule 144, (c) when
they are transferred to or become owned by a Person other than a Selling
Stockholder (or a Person that is a successor to all of such Selling Stockholder’s
rights and obligations hereunder pursuant to Section 10(h)) or a
Permitted Transferee, (d) when they shall have ceased to be outstanding or
(e) upon the Termination Date.


 


“Registration Expenses” means all expenses
incident and directly attributable to the Company’s performance of or
compliance with its obligations under this Agreement to effect the registration
and sale of Registrable Securities, including, without limitation, all
registration, filing, securities exchange listing and NASD fees, all
registration, filing, qualification and other fees and expenses of complying
with securities or blue sky laws, all word processing, duplicating and printing
expenses, messenger and delivery expenses, the fees and disbursements of counsel
for the Company and of its independent public accountants, including the
expenses of any special audits or “cold comfort” letters required by or
incident and directly attributable to such performance and compliance, the fees
and disbursements of counsel retained by the Selling Stockholders, the
Permitted Transferees or any of them, expenses incurred by the Company in
connection with arranging, preparing for, and participating in, road show
presentations and all other selling efforts and any fees and disbursements of
underwriters, including underwriting discounts and commissions and transfer
taxes, if any, in respect of Registrable Securities, provided that
Registration Expenses shall not include (i) salaries of Company personnel
or general overhead expenses of the Company, (ii) auditing fees or
(iii) other expenses (A) for the preparation of regular periodic
financial statements or other data normally prepared by the Company in the
ordinary course of its business or (B) which the Company would have incurred
in any event.


 


“Representatives” has the meaning ascribed to
it in Section 7(a).


 


“Requested Public Offering” has the meaning
ascribed to it in Section 3(a).


 


“Restated Certificate of Incorporation” means
the Restated Certificate of Incorporation of the Company, as amended.


 


“Restricted Legend” has the meaning ascribed to
it in Section 3(g)(ii).


 


“Rule 144” means Rule 144 promulgated
by the Commission under the Securities Act, and any successor provision
thereto.


 


“Second Six-Month Period” means the period
commencing on the day after the expiration of the Initial Six-Month Period and
ending on the six-month anniversary of such day.


 


4





















 


“Securities Act” means the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder.


 


“Seller Indemnitees” has the meaning ascribed
to it in Section 7(b).


 


“Selling Stockholders” means Cerro, Climax,
PDOCC and SPC.


 


“Shares” means (x) the shares of Class A Common
Stock, if any, owned by each of the Selling Stockholders (including all such
shares of Class A Common Stock, if any, transferred after the date hereof by such
Selling Stockholders to Permitted Transferees) as set forth opposite the name
of each such Selling Stockholder on Schedule I and (y) the shares of
Common Stock, if any, issued pursuant to Section 4.9 of the Restated
Certificate of Incorporation, to Selling Stockholders (or Permitted
Transferees) on or after the date hereof upon conversion of the Class A Common
Stock owned by such Selling Stockholders (or Permitted Transferees) (including
all such shares of Class A Common Stock, if any, transferred after the date
hereof by such Selling Stockholders to Permitted Transferees).


 


“Shelf Registration” means any registration of
Registrable Securities under the Securities Act effected in accordance with Section 2.


 


“Shelf Registration Statement” has the meaning
ascribed to it in Section 2(a).


 


“SPCC Sponsorship Period” means the period
beginning on the Effective Time and ending on the last day of the Initial
Six-Month Period; provided, however, if the Initial Six-Month
Period has not commenced on or prior to the eight-month anniversary of the
Effective Time, the SPCC Sponsorship Period shall end on such eight-month
anniversary of the Effective Time.


 


“Suspension” has the meaning ascribed to it in Section 2(c).


 


“Termination Date” has the meaning ascribed to
it in Section 8.


 


“Underwritten Public Offering” means any
offering of Common Stock to the public, including Requested Public Offerings,
either on behalf of the Company or any of its securityholders, pursuant to an
effective registration statement under the Securities Act and in which such
Common Stock is sold to an underwriter or underwriters on a firm commitment
basis for reoffering to the public pursuant to an underwriting agreement signed
by the Company.


 


(b)                                 Unless
the context of this Agreement otherwise requires, (i) words of any gender
include each other gender; (ii) words using the singular or plural number
also include the plural or singular number, respectively; (iii) the terms “hereof,”
“herein,” “hereby” and derivative or similar words refer to this entire
Agreement; and (iv) the term “Section” refers to the specified Section of
this Agreement.  Whenever this Agreement
refers to a number of days, such number shall refer to calendar days unless
Business Days are specified.


 


5





















 


2.                                       Registrations.


 


(a)                                  Shelf Registration.
 Subject to the provisions of Section 9,
the Company will file as promptly as practicable, and in any event will use its
reasonable best efforts to file with the Commission within 20 Business Days,
after the Effective Time a shelf registration statement on Form S-3
promulgated by the Commission with respect to the resale of all of the
Registrable Securities on a delayed or continuous basis under Rule 415 of
the Securities Act (the “Shelf Registration Statement”).  The Shelf Registration Statement will contain
the Plan of Distribution in substantially the form attached hereto as Exhibit A
(the “Plan of Distribution”). 
Subject to the provisions of Section 9, the Company will use
its reasonable best efforts to cause the Shelf Registration Statement to be
declared effective as promptly as practicable after the Effective Time and to
remain effective for a period beginning on the Effectiveness Date and ending on
the last day of the Second Six-Month Period.


 


(b)                                 Registration
Expenses.  All reasonable and
customary Registration Expenses incurred in connection with the Shelf Registration
(whether or not the Effectiveness Date occurs or any sales of Registrable
Securities are effected thereunder) and, except as expressly provided in the
following sentence, all other reasonable and customary Registration Expenses
shall be (i) paid by the Selling Stockholders and any Permitted Transferees
from time to time promptly after any request therefore by the Company and (ii)
allocated among the Selling Stockholders and any Permitted Transferees pro rata on the basis of the respective amounts of Registrable
Securities owned by each Selling Stockholder and Permitted Transferee on the date
of any such request.  Furthermore, all
reasonable and customary Registration Expenses incurred in connection with any
single Requested Public Offering shall be paid upon closing of such Requested
Public Offering and shall be allocated among the Selling Stockholders and any
Permitted Transferees participating in such Requested Public Offering pro rata on the basis of the respective amounts of
securities then being sold on behalf of such Selling Stockholders and Permitted
Transferees in such Requested Public Offering.


 


(c)                                  Registration
Statement Form. 
Notwithstanding anything to the contrary contained in this Agreement, if
at any time the Company is not eligible to use Form S-3 promulgated by the
Commission for the registration of the Registrable Securities for sale in
accordance with the Plan of Distribution (or a successor form that permits
incorporation by reference of reports and documents filed under the Exchange Act
on a basis comparable to Form S-3), the Company will so notify the Selling
Stockholders and the Permitted Transferees in writing and the use of the Shelf
Registration Statement and the related prospectus will be automatically
suspended (a “Suspension”) until such time as the Company eligible to
use Form S-3 (or such successor form). 
The Company will not be required to register the Registrable Securities
on any other form promulgated by the Commission that does not permit
incorporation by reference of Exchange Act-filed reports and documents on a
basis comparable to Form S-3.  In
the event of any Suspension, the Company will use its reasonable best efforts
to again become eligible to use Form S-3 (or such successor form) as soon
as reasonably practicable and will promptly notify the Selling Stockholders and
the Permitted Transferees when it does become so eligible; provided  that,
for the avoidance of doubt, the Company acknowledges that use of the Shelf
Registration Statement and the related prospectus shall be automatically
reinstated without further action by any party at such time as the Company is
again eligible to use Form S-3 (or such successor form).


 


6





















 


(d)                                 Black-Out Periods.  Notwithstanding anything to the contrary
contained in this Agreement, but without limiting the provisions of paragraph (c)
of this Section 2, the Company may temporarily suspend the use of
the Shelf Registration Statement and the related prospectus, by giving written
notice thereof to the Selling Stockholders and the Permitted Transferees, for
one period during any 360-day period not to exceed thirty (30) days in the
aggregate (the “Black-Out Period”) if, in the good faith opinion of the
Company’s Board of Directors, (i) the Shelf Registration Statement is not
usable because a prospectus is required, pursuant to Rule 3-05 and Article 11
of the Regulation S-X (or any successor provisions), to include financial
statements in respect of businesses acquired or to be acquired and pro forma
financial statements and such financial statements are not readily available or
(ii) (x) the Company’s ability to complete a pending or planned material
debt or equity financing, licensing arrangement, joint venture, acquisition or
disposition of assets or stock, merger or other material corporate transaction
could reasonably be expected to be materially and adversely affected by any
disclosure of such transaction required as a result of the continued
effectiveness of the Shelf Registration Statement or (y) the continued
effectiveness of the Shelf Registration Statement would require the Company to
make public disclosure of information the public disclosure of which is not
otherwise required and could reasonably be expected to have a material adverse
effect on the Company.  The Company will
not be required to specify in the written notice to the Selling Stockholders
and the Permitted Transferees the nature of the event giving rise to any
Black-Out Period.  In the event of any
Black-Out Period, the Company will use its reasonable best efforts to cause the
use of the Shelf Registration Statement and the related prospectus so suspended
to be resumed as promptly as practicable after delivery of the notice of such
Black-Out Period to the Selling Stockholders and the Permitted Transferees and
shall promptly notify the Selling Stockholders and the Permitted Transferees of
such resumption; provided  that, for the avoidance of doubt, the
Company acknowledges that use of the Shelf Registration Statement and the
related prospectus shall be automatically reinstated without further action by
any party at the expiration of the Black-Out Period.


 


3.                                       Requests for
Public Offering; Offerings by Selling Stockholders.


 


(a)                                  Initial Six-Month
Period Sales.  At any time
during the Initial Six-Month Period, any one or more Selling Stockholder[s] and/or
Permitted Transferee[s] may request that the Company use its reasonable best
efforts to effect one or more Underwritten Public Offerings, which may include
customary “road show” presentations and all other customary selling efforts,
all as the applicable underwriters shall reasonably request (each such
requested Underwritten Public Offering, a “Requested Public Offering”)
in accordance with Section 5. 
During the SPCC Sponsorship Period, Registrable Securities owned by the
Selling Stockholders and Permitted Transferees may only be sold in Requested
Public Offerings that are sponsored by the Company.  Except as provided in the immediately
following sentence, any such request[s] for Requested Public Offerings shall be
in writing and delivered by the requesting Selling Stockholders and/or
Permitted Transferees, as applicable, to, or received by, the Company, and each
of the other Selling Stockholders and Permitted Transferees as applicable, in
accordance with Section 10(a). 
The Selling Stockholders and Permitted Transferees shall be deemed to
have made a request for a Requested Public Offering at the Effectiveness Date; provided that (x) the Company shall have notified such
Selling Stockholders and Permitted Transferees of the anticipated Effectiveness
Date at least 5 Business Days prior to the time that the Company submits a
request to accelerate effectiveness of the Shelf Registration Statement to the
Commission and neither Cerro nor PD


 


7





















 


notify the Company in
writing prior to the Effectiveness Date that they object to the commencement of
a Requested Public Offering on the Effectiveness Date.


 


(b)                                 Requested Public
Offerings.  Subject to the provisions of Section 9
and the limitations set forth in Section 3(c), in the case
of each request for a Requested Public Offering made during the Initial
Six-Month Period, the Company shall:


 


(i)                                     use
its reasonable best efforts to prepare and file with the Commission within (x) 20
Business Days (in the case of the first Requested Public Offering) and (y)
within 8 Business Days (in the case of any subsequent Requested Public
Offering) a prospectus supplement or post-effective amendment to the Shelf
Registration Statement, as necessary, to permit the consummation of the
applicable Requested Public Offering; and


 


(ii)                                  permit
any other Selling Stockholder and any Permitted Transferee to participate in
such Requested Public Offering (subject to the proviso at the end of this
paragraph (b)) if within five Business Days of receipt by all of the Company,
Cerro and PD of a request for a Requested Public Offering from any one or more
Selling Stockholder[s] and/or Permitted Transferee[s], such other Selling
Stockholder and/or Permitted Transferee delivers to the Company and each other
Selling Stockholder and Permitted Transferee written notice in accordance with Section 10(a)
that it desires to sell its Registrable Securities in such Requested Public
Offering;


 


provided
that, notwithstanding the foregoing, the number of Registrable
Securities to be sold by the Selling Stockholders and any Permitted Transferees
in connection with a Requested Public Offering shall be determined by the
Managing Underwriter (in consultation with the Company, Cerro and PD) to be the
maximum number of Registrable Securities that may be sold, including in
connection with the exercise by the underwriters of any related over-allotment
options, without causing a significant disruption in the market for shares of
the Common Stock.  Notwithstanding
anything in this clause (b) to the contrary, the number of
Registrable Securities to be sold in any such Requested Public Offering shall
not be less than 20,000,000, or such lesser amount as the Managing Underwriter
determines can be sold as provided in the previous sentence (such number of
Registrable Securities to be adjusted proportionately to reflect any stock
dividend, stock split, reclassification, reorganization, recapitalization,
distribution or other similar event in respect of the Shares).


 


(c)                                  Limitations on Requested
Public Offerings. 
Notwithstanding anything herein to the contrary, the Company shall not
be required to honor a request for a Requested Public Offering by any one or
more Selling Stockholder(s) or Permitted Transferee(s) if:


 


(i)                                     such
request for a Requested Public Offering is received by the Company after the
expiration of the Initial Six-Month Period;


 


(ii)                                  the
Registrable Securities requested by the Selling Stockholders and the Permitted
Transferees to be sold in connection with such Requested Public Offering does
not constitute at least 10,000,000 Shares (such number of Registrable
Securities to be adjusted proportionately to reflect any stock dividend, stock
split, reclassification,


 


8





















 


reorganization, recapitalization, distribution or other similar event
in respect of the Shares); provided, however, that, to the extent
that the aggregate number of remaining Registrable Securities is less than
10,000,000 at the time a Requested Public Offering is requested, the Company
shall be required to honor such request for a Requested Public Offering; provided
further that all such remaining Registrable Securities then held by (x) the
Cerro Entities (in the case of a request by all or any of them) or (y) the PD
Entities (in the case of a request by all or any of them) are requested to be
sold in connection with such Requested Public Offering; or


 


(iii)                               such
request is received by the Company at any time during the Initial Six-Month
Period that a Requested Public Offering is in progress, regardless of whether
the Selling Stockholder or Permitted Transferee making such request exercised its
rights under this Agreement to participate in such Requested Public Offering.


 


(d)                                 Sales by Cerro
Entities.  During the Second
Six-Month Period, each of the Cerro Entities shall have the right to effect
sales of Registrable Securities included in the Shelf Registration Statement in
any manner contemplated in the Plan of Distribution; provided, however,
that the Cerro Entities may not sell more than 1,000,000 Registrable Securities
in the aggregate per calendar month (such 1,000,000 to be adjusted
proportionately to reflect any stock dividend, stock split, reclassification,
reorganization, recapitalization, distribution or other similar event in
respect of the Shares).  If the Cerro
Entities desire to sell more than 1,000,000 Registrable Securities in the
aggregate in any calendar month pursuant to this Section 3(d), Cerro
shall determine as between the Cerro Entities which of such Registrable
Securities may be sold.  The Company
shall not have any obligation to enter into any underwriting agreements or to
arrange, prepare for, or participate in, any “road show” presentations or any
other selling efforts in connection with, or any obligation otherwise with
respect to, any offerings of its securities that may be effected by any Cerro
Entity following the expiration of the Initial Six-Month Period.


 


(e)                                  Sales by PD
Entities.  During the Second
Six-Month Period, each of the PD Entities shall have the right to effect sales
of Registrable Securities included in the Shelf Registration Statement in any
manner contemplated in the Plan of Distribution; provided, however,
that the PD Entities may not sell more than 1,000,000 Registrable Securities in
the aggregate per calendar month (such 1,000,000 to be adjusted proportionately
to reflect any stock dividend, stock split, reclassification, reorganization,
recapitalization, distribution or other similar event in respect of the
Shares).  If the PD Entities desire to
sell more than 1,000,000 Registrable Securities in the aggregate in any
calendar month pursuant to this Section 3(e), PD shall determine as
between the PD Entities which of such Registrable Securities may be sold.  The Company shall not have any obligation to
enter into any underwriting agreements or to arrange, prepare for, or
participate in, any “road show” presentations or any other selling efforts in
connection with, or any obligation otherwise with respect to, any offerings of
its securities that may be effected by any PD Entity following the expiration
of the Initial Six-Month Period.


 


(f)                                    Priority in
Cutback Registrations.  With
respect to any Requested Public Offering effected by the Company during the Initial
Six-Month Period, if such Requested Public Offering becomes a Cutback
Registration, the Company will include in any such Requested Public Offering a
number of Registrable Securities not less than that which the Managing
Underwriter determines is the maximum number of Registrable Securities that may
be sold in


 


9





















 


such Requested Public
Offering without causing a significant disruption in the market for shares of
the Common Stock, which Registrable Securities shall be allocated among the Cerro
Entities and the PD Entities that have elected to participate in such Requested
Public Offering pro rata on the basis of the
number of Registrable Securities each such Cerro Entity and/or PD Entity owns
on the date that the Managing Underwriter makes such determination.  Following the determination of any such pro rata allocation, each of Cerro and PD shall have the
right to specify what portion of the aggregate Registrable Securities so
allocated to the participating Cerro Entities (in the case of Cerro) and the
participating PD Entities (in the case of PD) may be sold by each such
participating Cerro Entity or PD Entity, as applicable, in connection with such
Cutback Registration.


 


(g)                                 Representations,
Warranties and Other Agreements.


 


(i)                                     Accuracy
of Schedule I.  The Cerro
Entities hereby represent and warrant, jointly and severally, to the Company
that (x) they do not own any shares of Common Stock on the date hereof and (y)
with respect to the number of shares of Class A Common Stock set forth opposite
the names of the Cerro Entities on Schedule I, such information is
true, accurate, complete and correct in all respects on the date hereof.  The PD Entities hereby represent and warrant,
jointly and severally, to the Company that (x) they do not own any shares of
Common Stock on the date hereof and (y) with respect to the number of shares of
Class A Common Stock set forth opposite the names of the PD Entities on Schedule I,
such information is true, accurate, complete and correct in all respects on the
date hereof.


 


(ii)                                  Agreement
to Effect Conversion of Class A Common Stock.  Each of AMC, the Cerro Entities and the PD
Entities hereby agrees that, on the Effectiveness Date, all shares of Class A
Common Stock owned by each such Person (or SPHC II Incorporated, in the case of
AMC) on such date shall be converted in accordance with Sections 4.9(b) and
4.9(c) of the Restated Certificate of Incorporation into an equal number of
fully paid and non-assessable shares of Common Stock.  Upon such conversion, the Company agrees to
issue, or to cause to be issued, and the Cerro Entities and PD Entities agree
to accept, stock certificates bearing the Restricted Legend set forth in Exhibit
B hereto and representing the number of shares of Common Stock held by each
of them, respectively, as of such conversion date. Upon the delivery to the
Company by (x) Cleary Gottlieb Steen & Hamilton LLP or other counsel reasonably
acceptable to the Company (“Cerro Special Counsel”), as special counsel
to the Cerro Entities (with respect to certificates representing shares of
Common Stock held by one or more of the Cerro Entities) or (y) Debevoise &
Plimpton LLP or other counsel reasonably acceptable to the Company (“PD
Special Counsel”), special counsel to the PD Entities (with respect to
certificates representing shares of Common Stock held by one or more of the PD
Entities), of a legal opinion, which shall be addressed to the Company and, to
the extent the Company is not acting in such capacity, the Company’s transfer
agent and shall be substantially in the form set forth in Exhibit C-1
(in the case of Cerro Special Counsel) or Exhibit C-2 (in the case of PD
Special Counsel) hereto, as applicable, the Company hereby agrees to issue to
the Cerro Entities whose shares of Common Stock are the subject of such opinion
and/or the PD Entities whose shares of Common Stock are the subject of such
opinion, as applicable, new stock certificates representing the number of


 


10





















 


shares of Common Stock held by each of them as of the date such
opinion(s) is delivered to the Company, respectively, but without the
Restricted Legend.


 


4.                                       Registration
Procedures.  In connection
with the filing of the Shelf Registration Statement, the Company will, as
promptly as practicable:


 


(a)  subject to paragraphs (c)
and (d) of Section 2, prepare and file with the Commission
such amendments and supplements to such registration statement and any prospectus
used in connection therewith as may be necessary to maintain the effectiveness
of such registration statement and to comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Securities
covered by such registration statement, in accordance with the Plan of
Distribution, until the earlier of (i) such time as none of the securities
covered by the Shelf Registration Statement constitute Registrable Securities
and (ii) the Termination Date;


 


(b)  promptly
notify the Selling Stockholders and any Permitted Transferees:


 


(i)  when such
registration statement or any prospectus used in connection therewith, or any
amendment or supplement thereto, has been filed and, with respect to such
registration statement or any post-effective amendment thereto, when the same
has become effective;


 


(ii)  of any
written request by the Commission for amendments or supplements to such
registration statement or prospectus or additional information;


 


(iii)  of the
notification to the Company by the Commission of its initiation of any
proceeding with respect to the issuance by the Commission of, or of the
issuance by the Commission of, any stop order suspending the effectiveness of
such registration statement; and


 


(iv)  of the
receipt by the Company of any notification with respect to the suspension of
the qualification of any Registrable Securities for sale under the applicable
securities or blue sky laws of any jurisdiction;


 


(c)  furnish to
the Selling Stockholders, any Permitted Transferees and any underwriter, such
number of conformed copies of such registration statement and of each amendment
and supplement thereto (in each case including all exhibits and documents
incorporated by reference), such number of copies of the prospectus contained
in such registration statement (including each preliminary prospectus and any
summary prospectus) and any other prospectus filed under Rule 424
promulgated under the Securities Act, and such other documents, as the Selling
Stockholders, any Permitted Transferees or any underwriter may reasonably
request to facilitate the disposition of the Registrable Securities covered by
such registration statement;


 


(d)  use its
reasonable best efforts to register or qualify all Registrable Securities
covered by such registration statement under such other securities or blue sky
laws of


 


11





















 


such
jurisdictions as any Selling Stockholder, any Permitted Transferee or any
underwriter shall reasonably request, to keep such registration or
qualification in effect for so long as such registration statement remains in
effect, and take any other action which may be reasonably necessary or
advisable to enable any Selling Stockholder, any Permitted Transferee or any
underwriter to consummate the disposition in such jurisdictions of its
Registrable Securities covered by such registration statement, except that the
Company shall not for any such purpose be required (i) to qualify
generally to do business as a foreign corporation in any jurisdiction wherein
it would not but for the requirements of this paragraph (d) be
obligated to be so qualified, (ii) to subject itself to taxation in any
such jurisdiction or (iii) to consent to general service of process in any
jurisdiction;


 


(e)  use its
reasonable best efforts to cause all Registrable Securities covered by such
registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable any Selling
Stockholder, any Permitted Transferee or any underwriter to consummate the
disposition of such Registrable Securities;


 


(f)  promptly
notify the Selling Stockholders and any Permitted Transferees at any time when
a prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event (other than an event triggering a Suspension
or relating to a Black-Out Period, which are governed by paragraphs (c)
and (d) of Section 2, respectively) as a result of which any
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, and
at the request of any Selling Stockholder or Permitted Transferee promptly
prepare and furnish to such Selling Stockholders and Permitted Transferees a
reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;


 


(g)  otherwise
use its reasonable best efforts to comply with all applicable rules and
regulations of the Commission, and make available to its securityholders, as
soon as reasonably practicable, an earnings statement covering the period of at
least twelve (12) months, but not more than eighteen (18) months,
beginning with the first full calendar month after the effective date of such
registration statement, which earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act and Rule 158 promulgated
thereunder;


 


(h)  make
available for inspection by any underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or other
agent retained by such underwriter (collectively, the “Inspectors”), all
financial and other records, pertinent corporate documents and properties of
the Company (collectively, the


 


12





















 


“Records”)
as shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and use its best efforts to cause the Company’s directors,
officers and employees to supply all information reasonably requested by any
such Inspector in connection with such registration statement and use its best
efforts to cause the Company’s directors, officers and employees and
independent public accountants who have certified its financial statements to
make themselves available to discuss the business of the Company and to supply
all information reasonably requested by any such Inspector as shall be
necessary to enable such Inspector to exercise its due diligence
responsibility; provided that records which the Company determines, in
good faith, to be confidential and which it notifies the Inspectors are
confidential shall not be disclosed by the Inspectors unless (i) the
disclosure of such Records is necessary to avoid or correct a misstatement or
omission in the registration statement, (ii) the release of such Records
is ordered pursuant to a subpoena or other order from a court of competent
jurisdiction or (iii) the information in such Records has been made
generally available to the public;


 


(i)  at the
request of any Selling Stockholder or Permitted Transferee with respect to any Requested
Public Offering requested during the Initial Six-Month Period, enter into and
perform its obligations under any related underwriting agreement with the underwriters
of such Requested Public Offering (the form of which agreement shall be subject
to Section 5);


 


(j)  enter into
such other agreements and use its reasonable best efforts to take such other
actions in order to expedite or facilitate the disposition of Registrable
Securities in connection with any Requested Public Offering requested by any
Selling Stockholder or Permitted Transferee during the Initial Six-Month Period,
including, without limitation, arranging, preparing for, and participating in,
customary “road shows” presentations (including to institutional investors,
analysts, money managers and others) and all other customary selling efforts,
all as the underwriters shall reasonably request, which presentations shall
take place in such locations, include such members of the Company’s management
and last for such duration as the Company and the underwriters deem
appropriate; provided, that in any event such selling efforts shall be
no less than efforts carried out for other similar offerings of securities of
the size and complexity involved with such Requested Public Offering;


 


(k)  cooperate
with any Selling Stockholder and any Permitted Transferee participating in the
applicable Requested Public Offering or sale and the underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold;


 


(l)  not later
than the date of the sale of any Registrable Securities pursuant to the Shelf
Registration Statement, provide a CUSIP number for all Registrable Securities
and provide the applicable transfer agent with printed certificates for the
Registrable Securities which certificates shall not bear the Restricted Legend
and shall be in a form eligible for deposit with The Depository Trust Company;


 


13





















 


(m)  obtain for
delivery to any Selling Stockholder and any Permitted Transferee participating
in the applicable Requested Public Offering or sale and to the underwriters, if
applicable, an opinion or opinions from counsel for the Company dated the
Effectiveness Date and, in the event of a Requested Public Offering, the date
of the closing under the underwriting agreement, in customary form, scope and
substance, which counsel and opinions shall be reasonably satisfactory to Cerro
or PD, as applicable, and the underwriters, if applicable, and their respective
counsel;


 


(n)  in the case
of a Requested Public Offering, obtain for delivery to the Company and the
underwriters with copies to the Selling Stockholders and any Permitted
Transferees participating in the applicable Requested Public Offering, a cold
comfort letter from the Company’s independent certified public accountants in
customary form and covering such matters of the type customarily covered by
cold comfort letters as the underwriters reasonably request, dated the date of
execution of the underwriting agreement and brought down to the closing under
the underwriting agreement;


 


(o)  cause all
Registrable Securities of a class to be listed on each securities exchange on
which any of the Company’s securities of such class are then listed or quoted
and on each inter-dealer quotation system on which any of the Company’s
securities of such class are then quoted; and


 


(p)  at least
three days before filing with the Commission, provide to each Selling
Stockholder and Permitted Transferee drafts of each document to be filed in
connection with the Shelf Registration Statement substantially in the form in
which the Company expects such document to be filed.


 


In the
event of the issuance of any stop order suspending the effectiveness of the
Shelf Registration Statement, or any order suspending or preventing the use of
any related prospectus or suspending the qualification of any Registrable
Securities included in the Shelf Registration Statement for sale in any
jurisdiction, the Company will use its reasonable best efforts to promptly
obtain the withdrawal of such order and promptly notify the Selling
Stockholders and any Permitted Transferees of such withdrawal.


 


The
Company may require each of the Selling Stockholders and each Permitted
Transferee participating in the applicable Requested Public Offering to, and each
Selling Stockholder and each such Permitted Transferee, as a condition to
including Registrable Securities in the Shelf Registration Statement, shall,
furnish the Company with such information and certificates regarding each such
Selling Stockholder and each such Permitted Transferee, respectively, and the
distribution of such securities as the Company may from time to time reasonably
request in writing in connection with such registration.


 


In addition, each Selling Stockholder and each
Permitted Transferee participating in the applicable Requested Public
Offering or sale, as applicable,
shall (a) agree to furnish to the Company such information regarding the method
of distribution of the shares of Common Stock to be distributed and such other
information relating to such Selling Stockholder and such Permitted Transferee,
as applicable, and the ownership by such Selling Stockholder and such


 


14





















 


Permitted
Transferee of Registrable Securities as the Company may from time to time
reasonably request in writing and such Selling Stockholder and such Permitted
Transferee shall furnish such information to the Company and cooperate with the
Company as reasonably necessary to enable the Company to comply with the
provisions of this Agreement; and (b) sell its Registrable Securities on the
basis provided in any underwriting agreements governing any Requested Public
Offering and shall, subject to Section 5, complete and execute all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting agreements.


 


The Selling Stockholders and any Permitted Transferees
agree that upon receipt of any notice to the Selling Stockholders and such
Permitted Transferees from the Company of the occurrence of a Suspension, a
Black-Out Period or any event of the kind described in paragraph (f) of this Section 4,
such Selling Stockholders and Permitted Transferees will forthwith discontinue
their disposition of Registrable Securities pursuant to the Shelf Registration
Statement until the expiration of the Suspension or Black-Out Period or the
availability of copies of the supplemented or amended prospectus contemplated
by paragraph (f) of this Section 4, as applicable (together with
copies of the supplemented or amended prospectus, if any), and, if so directed
by the Company, will deliver to the Company (at the Company’s expense) all
copies, other than permanent file copies, then in their possession of the
prospectus relating to such Registrable Securities current at the time of
receipt of the original notice.


 


In the event that the Selling Stockholders and any
Permitted Transferees receive any notice from the Company of the occurrence of
a Suspension, a Black-Out Period or any event of the kind described in
paragraphs (b)(iii), (b)(iv) or (f) of this Section 4, then the Initial
Six-Month Period (if the notice is received during such Period) shall be
extended by the number of days during the period from and including the date of
the giving of such notice to and including the date, as applicable, when the
Selling Stockholders and any Permitted Transferees receive notice from the
Company that the Suspension or Black-Out Period has expired, the stop order has
been withdrawn, the suspension of qualification of Registrable Securities has
been withdrawn, or when copies of the supplemented or amended prospectus as
contemplated by paragraph (f) of this Section 4 have been provided.


 


5.                                       Underwritten
Offerings.


 


(a)  Terms of
Underwritten Offerings.  In the case
of any Requested Public Offering being effected pursuant to the Shelf
Registration Statement and Section 3, the Company shall select the
Managing Underwriter and any other underwriter or underwriters with respect to
such offerings, which underwriter or underwriters shall be reasonably
satisfactory to PD and Cerro.  Such
underwriter or underwriters will be instructed to effect as broad a
distribution of the Registrable Securities to be sold by them as is reasonably
practicable, subject to the limitations contained in Section 3.  If so requested by any Selling Stockholder or
any Permitted Transferee participating in any Requested Public Offering, the
Company shall, in connection with any such Requested Public Offering, enter
into an underwriting agreement in customary form with such underwriter or
underwriters, which shall be reasonably satisfactory to the Company and the
Selling Stockholders and any Permitted Transferees participating in such
Requested Public Offering, and shall include, among other provisions,
indemnities to the effect and to the extent provided in Section 7.  At the request of the Company, any Selling
Stockholder or Permitted


 


15





















 


Transferee participating in the applicable Requested
Public Offering shall be parties to such underwriting agreements and the
Selling Stockholders and any Permitted Transferees participating in the
applicable Requested Public Offering, may, at their option, require that any or
all of the representations and warranties by, and the other agreements on the
part of, the Company to and for the benefit of such underwriters pursuant to
such underwriting agreements also be made to and for the benefit of the Selling
Stockholders and the Permitted Transferees participating in such Requested
Public Offering and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreements also be
conditions precedent to the obligations of the Selling Stockholders and the
Permitted Transferees participating in such Requested Public Offering.  Notwithstanding anything to the contrary
herein, neither the Selling Stockholders nor any Permitted Transferees
participating in the applicable Requested Public Offering shall be required to
make any representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding such
Selling Stockholder or such Permitted Transferee, respectively, its ownership
of the Registrable Securities being offered on its behalf, its intended method
of distribution of such Registrable Securities and any other representation
required by law.  In the case of a
Requested Public Offering, immediately prior to the signing of the applicable
underwriting agreement, the Managing Underwriter shall notify the Company, each
Selling Stockholder and each Permitted Transferee participating in such
Requested Public Offering of the price, underwriting discount and other
financial terms at which it expects the applicable Registrable Securities to be
sold.  The price, underwriting discount
and other financial terms related to the sale of the Registrable Securities in
the related underwriting agreement shall be subject to the reasonable approval
of each Selling Stockholder and each Permitted Transferee participating in such
Requested Public Offering.  If one or
more Selling Stockholders or Permitted Transferees participating in such
Requested Public Offering does not provide such approval, the Registrable
Securities of such non-approving Selling Stockholders and Permitted Transferees
shall not be included in such Requested Public Offering and in such case if the
Company had previously implemented a pro rata
reduction in the number of Registrable Securities that the Selling Stockholders
and Permitted Transferees providing such approval may sell in such Requested
Public Offering, the Company shall implement a corresponding pro rata increase in the number of Registrable Securities
that the Selling Stockholders and Permitted Transferees providing such approval
shall sell in such Requested Public Offering.


 


(b)  Over-allotment
Options.  If and to the extent that
(i) the underwriting agreement executed in connection with a Requested Public
Offering as provided in Section 5(a) grants the applicable
underwriters an over-allotment option, (ii) the underwriters elect to exercise
such over-allotment option and (iii) the Selling Stockholders and/or any
Permitted Transferees participating in such Requested Public Offering at the
time of such exercise(s) still hold Registrable Securities, the Company, the
Selling Stockholders and any Permitted Transferees hereby agree that the
obligations, if any, of the Company, the Selling Stockholders and Permitted
Transferees to sell additional Shares pursuant to such over-allotment option
shall be satisfied first from the Registrable Securities still held by the
Selling Stockholders and any Permitted Transferees at the time of such
exercise(s), with the remainder, if any, to be covered by the Company.


 


16





















 


6.                                       Lockup
Agreements.


 


(a)  By the Selling Stockholders and Permitted
Transferees. 
(i)  Notwithstanding anything in
this Agreement to the contrary, during the SPCC Sponsorship Period, the Selling
Stockholders and the Permitted Transferees shall not sell or transfer any Registrable
Securities other than through a Requested Public Offering sponsored by the
Company and effected pursuant to this Agreement; provided, however,
that each of the Selling Stockholders shall be permitted to dividend or
otherwise transfer all or any portion of its Shares to not more than a total of
seven (7) permitted transferees (the “Permitted Transferees”) to be
selected, in the case of Cerro or SPC, exclusively from among Cerro’s parent
corporation, SPC, and Cerro’s parent corporation’s trust shareholders and/or
beneficiaries and any Person owned or controlled by such trust shareholders
and/or beneficiaries, and in the case of PDOCC or Climax, exclusively from
among the Affiliates of PDOCC and Climax; provided, further, that,
in advance of effecting any such dividend or transfer, the Selling Stockholders
shall provide written notice to the Company of the proposed Permitted
Transferee, notice information for the proposed Permitted Transferee, the date
of transfer and the number of Shares to be transferred; provided, further,
that any such Permitted Transferee shall first execute and deliver to the
Company one or more counterparts to this Agreement agreeing to be bound by its
terms.


 


(ii)  Notwithstanding anything in this Agreement to
the contrary, during the period beginning on the Effective Time and ending on
the Termination Date, none of the Selling Stockholders or the Permitted
Transferees, if any, shall, without the prior written consent of AMC and the
Company, which consent shall not be unreasonably withheld, knowingly sell all
or any portion of its shares of Common Stock to any strategic buyers or
competitors of the Company other than through a Public Offering effected
pursuant to this Agreement.


 


(iii)  If and to
the extent requested by the Managing Underwriter (or, in the case of a non-Underwritten
Public Offering, the Company), the Selling Stockholders and any Permitted
Transferees agree, to the extent that the Selling Stockholders and such
Permitted Transferees are timely notified by the Managing Underwriter (or the
Company), not to effect any public sale or distribution (including a sale under
Rule 144) of Registrable Securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the 10 days prior
to and the 60 days after the consummation or termination of such Public
Offering or non-Underwritten Public Offering (or for such longer period of time
not to exceed 90 days as is sufficient and appropriate, in the opinion of
the Managing Underwriter (or, in the case of a non-Underwritten Public Offering,
the Company), in order to complete the sale and distribution of the securities
included in such Public Offering), except as part of such Public Offering,
whether or not the Selling Stockholders or such Permitted Transferees
participate in such Public Offering.


 


(b)                                 By
the Company.  (i)  To the extent the Company is timely notified
by the Managing Underwriter, the Selling Stockholders or any Permitted
Transferee, the Company agrees and, to the extent requested by the Managing
Underwriter, shall use its reasonable best efforts to cause its executive
officers and directors to agree, not to effect any public sale or distribution
of the Company’s equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the 10 days prior
to and the 60 days after the consummation or termination of a Requested
Public Offering (or for such longer period of time not to exceed 90 days as is
sufficient and appropriate, in the opinion of the Managing Underwriter), except
as part of such underwritten registration and except pursuant to


 


17





















 


registrations on
Form S-4 or in connection with any employee benefit plan or pursuant to
the exercise of outstanding options, warrants or similar rights; and


 


(ii)  The
Company agrees not to conduct during the SPCC Sponsorship Period a primary
offering of any equity securities or any securities convertible into or
exchangeable or exercisable for such securities; provided, however,
that the Company shall have the right during such period to issue shares of
Common Stock or equity securities or any securities convertible into or
exchangeable for such securities, including Common Stock issuable upon the sale
or conversion of the Class A Common Stock, in connection with acquisitions,
mergers, business combinations, benefit plans and other similar transactions,
as the case may be.


 


(c)                                  By
AMC.  AMC agrees not to sell,
and will use its reasonable best efforts to prevent any of its Affiliates from
selling, during the SPCC Sponsorship Period any shares of Common Stock or other
equity securities or any securities convertible into or exchangeable or
exercisable for such securities, including Common Stock issuable upon the sale
or conversion of the Class A Common Stock.


 


7.                                       Indemnification.


 


(a)                                  Indemnification by
the Company.  The Company
shall, to the full extent permitted by law, indemnify and hold harmless each
seller of Registrable Securities included in the Shelf Registration Statement,
its directors, officers, employees, advisors and agents (collectively, “Representatives”),
and each other Person, if any, who controls any such seller within the meaning
of the Securities Act or the Exchange Act and each such controlling Person’s
Representatives (collectively, the “Company Indemnitees”), against any
losses, claims, damages, expenses or liabilities, joint or several (together, “Losses”),
to which such Company Indemnitees may become subject under the Securities Act
or otherwise, insofar as such Losses (or actions or proceedings in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Shelf Registration Statement,
any preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, including all documents
incorporated therein by reference, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein (in the case of a prospectus, in the light of the
circumstances under which they were made) not misleading and such untrue
statement or alleged untrue statement or omission or alleged omission was not
corrected in a subsequent amendment or supplement prior to or concurrently with
the sale of Registrable Securities to the Person asserting such Loss, and the
Company will reimburse such Company Indemnitees for any legal or any other
expenses reasonably incurred by them in connection with investigating or defending
any such Loss (or action or proceeding in respect thereof); provided
that the Company shall not be liable to a Company Indemnitee in any such case
to the extent that any such Loss (or action or proceeding in respect thereof)
arises out of or is based upon (x) an untrue statement or alleged untrue
statement or omission or alleged omission made in any such registration
statement, preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement in reliance upon and in conformity with written
information furnished by the related seller to the Company expressly for use in
the preparation thereof or (y) such related seller’s failure to send or
give a copy of the final prospectus to the Persons who assert an untrue
statement or alleged untrue statement or omission or alleged omission at or
prior to the written confirmation of the


 


18





















 


sale of Registrable
Securities to such Person if such statement or omission was corrected in such
final prospectus.  The Company shall also
indemnify each other Person who participates (including as an underwriter) in
the offering or sale of Registrable Securities, their officers and directors
and each other Person, if any, who controls any such participating Person
within the meaning of the Securities Act or the Exchange Act to the same extent
as provided above with respect to Company Indemnitees.  The indemnity in this paragraph (a) of Section 7
shall be in addition to any liability the Company may otherwise have.


 


(b)                                 Indemnification by
the Sellers.  Each holder of
Registrable Securities which are included or are to be included in the Shelf
Registration Statement, as a condition to including Registrable Securities in
such registration statement, shall, severally and not jointly, to the full
extent permitted by law, indemnify and hold harmless the Company, its Representatives,
and each other Person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act and each such controlling Person’s
Representatives (collectively, the “Seller Indemnitees”) against any
Losses to which the Seller Indemnitees may become subject under the Securities
Act or otherwise, insofar as such Losses (or actions or proceedings in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any such registration statement,
any preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of a prospectus, in the
light of the circumstances under which they were made) not misleading, if such
untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information furnished
to the Company by such holder specifically stating that it is for use in the
preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement and was not corrected
in a subsequent writing prior to or concurrently with the sale of Registrable
Securities to the Person asserting such Loss; provided, however,
that the aggregate amount which may be recovered from any holder of Registrable
Securities pursuant to the indemnification provided for in this Section 7(b)
in connection with any registration and sale of Registrable Securities shall be
limited to the total proceeds received by such holder from the sale of such
Registrable Securities.  Such holders
shall also indemnify each other Person who participates (including as an
underwriter) in the offering or sale of Registrable Securities, their officers
and directors and each other Person, if any, who controls any such
participating Person within the meaning of the Securities Act or the Exchange
Act to the same extent as provided above with respect to the Seller Indemnitees.  The indemnity in this paragraph (b) of Section 7
shall be in addition to any liability such holder may otherwise have.


 


(c)                                  Notices of Claims,
etc.  Promptly after receipt
by an Indemnified Party of notice of the commencement of any action or
proceeding involving a claim referred to in the preceding paragraph (a)
or (b) of this Section 7, such Indemnified Party will, if a
claim in respect thereof is to be made against an Indemnifying Party pursuant
to such paragraphs, give written notice to the latter of the commencement of
such action, provided that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its
obligations under the preceding paragraphs of this Section 7,
except to the extent that the Indemnifying Party is actually prejudiced by such
failure to give notice.  In case any such
action is brought against an Indemnified Party, the Indemnifying Party shall be
entitled to participate in


 


19





















 


and to assume the defense
thereof, jointly with any other Indemnifying Party similarly notified to the
extent that it may wish, with counsel reasonably satisfactory to such
Indemnified Party, and after notice from the Indemnifying Party to such
Indemnified Party of its election so to assume the defense thereof, the
Indemnifying Party shall not be liable to such Indemnified Party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation; provided
that the Indemnified Party or Indemnified Parties shall have the right to
employ one counsel to represent it or them if (A) in the reasonable judgment of
the Indemnified Party or Indemnified Parties, it is advisable for it or them to
be represented by separate counsel by reason of having legal defenses which are
different from or in addition to those available to the Indemnifying Party or
(B) the named parties to any such action include both the Indemnifying Party
and the Indemnified Party and the Indemnified Party shall have been advised by
its counsel that there may be a conflict of interest between the Indemnified
Party and the Indemnifying Party in the conduct of the defense of such action,
and in any of the foregoing events the reasonable fees and expenses of such one
counsel shall be paid by the Indemnifying Party.  If the Indemnifying Party is not entitled to,
or elects not to, assume the defense of a claim, it will not be obligated to
pay the fees and expenses of more than one counsel for the Indemnified Parties
with respect to such claim, unless in the reasonable judgment of any
Indemnified Party a conflict of interest may exist between such Indemnified
Party and any other Indemnified Parties with respect to such claim, in which event
the Indemnifying Party shall be obligated to pay the fees and expenses of such
additional counsel for the Indemnified Parties or counsels.  No Indemnifying Party shall consent to entry
of any judgment or enter into any settlement without the consent of the
Indemnified Party which (i) does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such Indemnified Party of a release
from all liability in respect to such claim or litigation or (ii) includes any
admission of wrongdoing on the part of the Indemnified Party.


 


(d)                                 Contribution.  If the indemnity and reimbursement obligation
provided for in any paragraph of this Section 7 is unavailable or
insufficient to hold harmless an Indemnified Party in respect of any Losses (or
actions or proceedings in respect thereof) referred to therein, then the
Indemnifying Party shall contribute to the amount paid or payable by the
Indemnified Party as a result of such Losses (or actions or proceedings in
respect thereof) in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party on the one hand and the Indemnified Party on
the other hand in connection with untrue statements or alleged untrue
statements or omissions or alleged omissions which resulted in such Losses, as
well as any other relevant equitable considerations.  The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Indemnifying Party or the
Indemnified Party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission.  The parties hereto agree that
it would not be just and equitable if contributions pursuant to this paragraph
were to be determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the first sentence of this
paragraph.  The amount paid by an
Indemnified Party as a result of the Losses referred to in the first sentence
of this paragraph shall be deemed to include any legal and other expenses
reasonably incurred by such Indemnified Party in connection with investigating
or defending any Loss which is the subject of this paragraph.


 


20





















 


No Indemnified Party guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from the Indemnifying Party if the
Indemnifying Party was not guilty of such fraudulent misrepresentation.


 


Notwithstanding the provisions of this Section 7(d),
no Indemnifying Party (other than the Company) shall be required to contribute
any amount which is in excess of the amount by which the total proceeds
received by such Indemnifying Party from the sale of Registrable Securities
(net of all underwriting discounts and commissions) exceeds the amount of any
damages that such Indemnifying Party has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission.


 


(e)                                  Other
Indemnification. 
Indemnification similar to that specified in the preceding paragraphs of
this Section 7 (with appropriate modifications) shall be given by
the Company and each seller of Registrable Securities with respect to any
required registration or other qualification of securities under any federal or
state law or regulation of any governmental authority other than the Securities
Act.


 


(f)                                    Other
Rights to Indemnification or Contribution. 
The provisions of this Section 7 shall be in addition to any
other rights to indemnification or contribution which an Indemnified Party may
have pursuant to law, equity, contract or otherwise.


 


8.                                       Termination.  This Agreement and the rights and obligations
of the parties hereto (other than Section 2(b), Section 3(g)(ii),
Section 7 and this Section 8, which shall survive any
termination of this Agreement) shall automatically terminate, and shall cease
to be of any further force or effect on the earlier of (i) the first day
after the expiration of the Second Six-Month Period and (ii) the date on
which all of the Registrable Securities owned by the Selling Stockholders and
any Permitted Transferees on the date hereof have been disposed of in
accordance with the Shelf Registration Statement (such earlier date, the “Termination
Date”); provided, however, that in no event shall the Termination Date be
later than the date that is eighteen (18) months from the date of this
Agreement.


 


9.                                       Conditions to
Obligations of Company and AMC. 
The parties to this Agreement (including any Permitted Transferees)
hereby agree that the obligations of the Company and AMC under this Agreement are
subject to the condition that the Effective Time shall have occurred and, with
respect to the obligations of the Company and AMC under this Agreement to each
Selling Stockholder and Permitted Transferee, to the further conditions that each
such Selling Stockholder or Permitted Transferee, as the case may be, shall
have taken all steps required to be taken by it under Section 4.9(c) of
the Restated Certificate of Incorporation to effect the voluntary conversion of
all shares of Class A Common Stock owned by each such Selling Stockholder or
Permitted Transferee, as the case may be.


 


10.                                 Miscellaneous.


 


(a)                                  Notices.  All notices, requests and other
communications hereunder must be in writing and will be deemed to have been
duly given only if delivered personally or by facsimile transmission or mailed
(first class postage prepaid) to the parties at the following addresses or
facsimile numbers:


 


21





















 


If to Cerro or SPC, to:


 


Cerro
Trading Company, Inc.

225 West Washington Street

Suite 1900

Chicago, Illinois  60606

Facsimile No.:  (312) 845-8769

email: robert.webb@marmon.com


Attn:  Robert
W. Webb

Secretary


 


with a copy to:


 


Cleary
Gottlieb Steen & Hamilton LLP

2000 Pennsylvania Avenue, N.W.

Washington, D.C.  20006-1801

Facsimile No.:  (202) 974-1999

email: lsoldo@cgsh.com

Attn:  Linda J. Soldo


 


If to PD, PDOCC or Climax, to it, in care of:


 


Phelps
Dodge Corporation

One North Central Avenue

Phoenix, Arizona 85004

Facsimile No.:  (602) 366-7321

email: dcolton@phelpsdodge.com


Attn:    S. David Colton

Senior Vice President and General Counsel


 


with a copy to:


 


Debevoise
& Plimpton LLP

919 Third Avenue

New York, New York 10022

Facsimile No.:  (212) 909-6836

email: mwblair@debevoise.com

Attn:  Michael W. Blair


 


If to the Company, to:


 


Southern
Peru Copper Corporation

2575 East Camelback Road, Suite 500

Phoenix, Arizona  85016

Facsimile No.:  (602) 977-6700 email:
armando.ortega@mm.gmexico.com


Attn:  Armando
Ortega Gómez

Vice President-Legal Secretary


 


 


22





















 


with a copy to:


 


Milbank,
Tweed, Hadley & McCloy LLP

One Chase Manhattan Plaza

New York, New York  10005

Facsimile No.:  (212) 530-5219

email: mfitzgerald@milbank.com

Attn:  Michael L. Fitzgerald


 


All such notices, requests and other communications
will (i) if delivered personally to the address as provided in this
Section, be deemed given upon delivery, (ii) if delivered by facsimile
transmission to the facsimile number as provided in this Section, be deemed
given upon receipt, and (iii) if delivered by mail in the manner described
above to the address as provided in this Section 10(a), be deemed given
upon receipt (in each case regardless of whether such notice, request or other
communication is received by any other Person to whom a copy of such notice is
to be delivered pursuant to this Section 10(a)).  Any party from time to time may change its
address, facsimile number or other information for the purpose of notices to
that party by giving notice specifying such change to the other parties hereto.


 


(b)                                 Entire Agreement.  This Agreement sets forth the entire
understanding of the parties hereto with regard to the subject matter hereof
and supersedes all prior discussions and agreements between the parties with respect
to the subject matter hereof, including, without limitation, the Cerro Letter
Agreement and the PD Letter Agreement.


 


(c)                                  Amendment.  This Agreement may be amended, supplemented
or modified only by a written instrument (which may be executed in any number
of counterparts) duly executed by or on behalf of each of the parties hereto.


 


(d)                                 Waiver.  Subject to paragraph (e) of this Section 10,
any term or condition of this Agreement may be waived at any time by the party
that is entitled to the benefit thereof, but no such waiver shall be effective
unless set forth in a written instrument duly executed by or on behalf of the
party waiving such term or condition.  No
waiver by any party of any term or condition of this Agreement, in any one or
more instances, shall be deemed to be or construed as a waiver of the same term
or condition of this Agreement on any future occasion.


 


(e)                                  Consents and
Waivers.  Any consent of a
party hereto pursuant to this Agreement, and any waiver by a party hereto of
any provision of this Agreement, shall be in writing (which may be executed in
any number of counterparts), and any such consent or waiver so given or taken
will be binding on such party.


 


(f)                                    Third Party
Beneficiary.  The terms and
provisions of this Agreement are intended solely for the benefit of each party
hereto, their respective successors or permitted assigns and any other holder
of Registrable Securities, and it is not the intention of the parties to


 


23





















 


confer third-party
beneficiary rights upon any other Person other than any Person entitled to
indemnity under Section 7.


 


(g)                                 Comparable
Agreements.  The Company
hereby represents and warrants to the Selling Stockholders that, as of the date
hereof, it is not party to any agreement with one or more third parties to
effect the registration under the Securities Act of all or part of any shares
of Common Stock or Class A Common Stock owned by such third parties on terms
that are more favorable to such third parties than the terms of this
Agreement.  Notwithstanding anything in
this Agreement to the contrary, the Company agrees with each of the Selling
Stockholders that, to the extent the Company agrees after the date hereof to
effect the registration under the Securities Act of all or part of any shares
of Common Stock owned by a third party, it shall only do so on terms that are
substantially identical to the terms of this Agreement.


 


(h)                                 Successors and
Assigns.  Cerro and SPC may
assign their respective rights and obligations under this Agreement solely to (w)
Cerro’s parent corporation, (x) Persons who are trust shareholders and/or
beneficiaries of Cerro’s parent corporation, (y) any Persons owned or
controlled by such trust shareholders and/or beneficiaries or (z) a transferee
of greater than 50% of the aggregate number of Registrable Securities owned by
Cerro and SPC as of the date hereof (such number to be adjusted proportionately
to reflect any stock dividend, stock split, reclassification, reorganization,
recapitalization, distribution or other similar event in respect of the
Shares); provided  that any such assignee shall first execute one
or more counterparts to this Agreement agreeing to be bound by its terms.  Climax and PDOCC may assign their respective
rights and obligations under this Agreement solely to (x) Persons who are
Affiliates of PDOCC and Climax or (y) a transferee of greater than 50% of the
aggregate number of Registrable Securities owned by Climax and PDOCC as of the
date hereof (such number to be adjusted proportionately to reflect any stock
dividend, stock split, reclassification, reorganization, recapitalization,
distribution or other similar event in respect of the Shares); provided  that
any such assignee shall first execute one or more counterparts to this
Agreement agreeing to be bound by its terms. 
Except as expressly set forth above in this Section 10(h),
the rights and obligations of the Selling Stockholders and the Permitted
Transferees under this Agreement shall not be assignable.  This Agreement is binding upon, inures to the
benefit of and is enforceable by the parties hereto and their respective
permitted successors and assigns.


 


(i)                                     Headings.  The headings used in this Agreement have been
inserted for convenience of reference only and do not define or limit the
provisions hereof.


 


(j)                                     Invalid
Provisions.  If any provision
of this Agreement is held to be illegal, invalid or unenforceable under any
present or future law, and if the rights or obligations of any party hereto
under this Agreement will not be materially and adversely affected thereby,
(i) such provision will be fully severable, (ii) this Agreement will
be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof and (iii) the remaining
provisions of this Agreement will remain in full force and effect and will not
be affected by the illegal, invalid or unenforceable provision or by its
severance herefrom.


 


(k)                                  Remedies.  Except as otherwise expressly provided for
herein, no remedy conferred by any of the specific provisions of this Agreement
is intended to be exclusive of any other remedy, and each and every remedy
shall be cumulative and shall be in addition to every


 


24





















 


other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or
otherwise.  The election of any one or
more remedies by any party hereto shall not constitute a waiver by any such
party of the right to pursue any other available remedies.


 


Damages in the event of breach of this Agreement by a
party hereto or any other holder of Registrable Securities would be difficult,
if not impossible, to ascertain, and it is therefore agreed that each such
Person, in addition to and without limiting any other remedy or right it may
have, will have the right to an injunction or other equitable relief in any
court of competent jurisdiction, enjoining any such breach, and enforcing
specifically the terms and provisions hereof and the Company and each holder of
Registrable Securities, by its acquisition of such Registrable Securities,
hereby waives any and all defenses it may have on the ground of lack of
jurisdiction or competence of the court to grant such an injunction or other
equitable relief.  The existence of this
right will not preclude any such Person from pursuing any other rights and
remedies at law or in equity which such Person may have.


 


(l)                                     Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York.


 


(m)                               Counterparts.  This Agreement may be executed in any number
of counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.


 


25





















 


IN WITNESS WHEREOF, this Agreement has been duly
executed and delivered by the duly authorized officer of each party hereto as
of the date first above written.


 


	
   

  	
   

  	
  CERRO
  TRADING COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  R.W. Webb

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  R.W. Webb

  
	
   

  	
   

  	
   

  	
  Title:
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPC
  INVESTORS, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Thomas J. Pritzker

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Thomas J. Pritzker

  
	
   

  	
   

  	
   

  	
  Title:
  Co-Trustee of the Members of SPC Investors, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PHELPS DODGE CORPORATION

  solely with respect to Section 3(b)(ii),

  Section 3(e), Section 4(m) and Section 5

  of this Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ S.
  David Colton

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  S. David Colton

  
	
   

  	
   

  	
   

  	
  Title:
  Senior Vice President and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PHELPS
  DODGE OVERSEAS CAPITAL

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ S.
  David Colton

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  S. David Colton

  
	
   

  	
   

  	
   

  	
  Title:
  Senior Vice President and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CLIMAX
  MOLYBDENUM B.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ S.
  David Colton

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  S. David Colton

  
	
   

  	
   

  	
   

  	
  Title:
  Attorney-in-Fact

  



 


26





















 


	
   

  	
   

  	
  SOUTHERN
  PERU COPPER CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Armando Ortega

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Armando Ortega

  
	
   

  	
   

  	
   

  	
  Title:
  General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMERICAS MINING CORPORATION

  solely with respect to Section 3(g)(ii) and

  Section 6(c) of this Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Armando Ortega

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Armando Ortega

  
	
   

  	
   

  	
   

  	
  Title:
  Secretary

  



 


27





















 


SCHEDULE I


 


OWNERSHIP
OF CLASS A COMMON STOCK


 


	
  Selling Stockholders

  	
   

  	
  Number of Shares of Class A
  Common

  Stock Beneficially Owned

  
	
  Cerro Trading Company, Inc.

  	
   

  	
  9,498,088

  
	
  SPC Investors, L.L.C.

  	
   

  	
  1,880,000

  
	
  Phelps Dodge Overseas Capital Corporation

  	
   

  	
  8,963,796

  
	
  Climax Molybdenum B.V.

  	
   

  	
  2,210,000

  
	
  TOTAL

  	
   

  	
  22,551,884