Exhibit
      4.3




DATED
      AS
      OF MAY 21, 2008




COMPAÑÍA
      DE MINAS BUENAVENTURA S.A.A.


AS
      BORROWER




COMPAÑÍA
      MINERA CONDESA S.A.


AS
      GUARANTOR




BANCO
      DE
      CRÉDITO DEL PERÚ


AS
      ADMINISTRATIVE AGENT




BANCO
      DE
      CRÉDITO DEL PERÚ


AS
      COLLATERAL AGENT





AND




THE
      LENDERS





US$450,000,000
      TERM LOAN AGREEMENT







BANCO
      DE
      CRÉDITO DEL PERÚ


AS
      MANDATED LEAD ARRANGER


NATIXIS,
        BANCO DE CRÉDITO E INVERSIONES-MIAMI BRANCH AND SCOTIABANK PERÚ
S.A.A.


AS
      LEAD
      ARRANGERS


BANCO
        BILBAO VIZCAYA ARGENTARIA S.A.  AS
        ARRANGER











**CONTENTS**


**Clause**
              
              
              **Page**ARTICLE
                  I
              
              Definitions
                  and other Interpretive Provisions
              11.01
              
              Defined
                  Terms
              11.02
              
              Other
                  Interpretive Provisions
              121.03
              
              Accounting
                  Terms
              131.04
              
              Rounding
              141.05
              
              Times
                  of Day
              14ARTICLE
                  II
              
              The
                  Credits
              142.01
              
              The
                  Loan
              142.02
              
              Manner
                  of Borrowing
              142.03
              
              Mandatory
                  Prepayments
              152.04
              
              Voluntary
                  Prepayments
              152.05
              
              Mandatory
                  Termination of Commitments
              152.06
              
              Repayment
                  of Loan
              162.07
              
              Interest
              162.08
              
              Fees
              162.09
              
              Computation
                  of Interest and Fees
              172.10
              
              Promissory
                  Notes
              172.11
              
              Payments
                  Generally; Administrative Agent's Clawback
              172.12
              
              Sharing
                  of Payments by Lenders
              192.13
              
              Pledged
                  Securities
              19ARTICLE
                  III
              
              Taxes,
                  Yield Protection and Illegality
              213.01
              
              Taxes
              213.02
              
              Illegality
              223.03
              
              Inability
                  to Determine Rates
              233.04
              
              Increased
                  Costs; Reserves on the Loan
              243.05
              
              Compensation
                  for Losses
              253.06
              
              Mitigation
                  Obligations; Replacement of Lenders
              263.07
              
              Survival
              26ARTICLE
                  IV
              
              Conditions
                  Precedent to the Closing Date
              264.01
              
              Initial
                  Conditions
              264.02
              
              Continuing
                  Conditions
              29ARTICLE
                  V
              
              Representations
                  and Warranties
              295.01
              
              Existence,
                  Qualification and Power; Compliance with Laws
              295.02
              
              Authorization;
                  No Contravention
              30




-i-




**CONTENTS**
 **(Continued)**
  **Clause**
              
              
              **Page**5.03
              
              Governmental
                  Authorization; Other Consents
              305.04
              
              Binding
                  Effect
              305.05
              
              Financial
                  Statements; No Material Adverse Effect
              305.06
              
              Litigation
              315.07
              
              No
                  Default
              315.08
              
              Ownership
                  of Property; Liens
              315.09
              
              Environmental
                  Compliance
              315.10
              
              Insurance
              315.11
              
              Taxes
              325.12
              
              Subsidiaries;
                  Equity Interests
              325.13
              
              Margin
                  Regulations; Investment Company Act.
              325.14
              
              Disclosure
              325.15
              
              Compliance
                  with Laws
              325.16
              
              Pari
                  Passu
              335.17
              
              Specific
                  Representations as to Peruvian Laws
              335.18
              
              Labor
                  and Pension Matters
              335.19
              
              Solvency
              345.20
              
              Security
                  Interest
              34ARTICLE
                  VI
              
              Affirmative
                  Covenants
              346.01
              
              Financial
                  Statements
              346.02
              
              Certificates;
                  Other Information
              356.03
              
              Notices
              366.04
              
              Payment
                  of Tax Obligations
              376.05
              
              Preservation
                  of Existence, Etc.
              376.06
              
              Maintenance
                  of Properties
              376.07
              
              Maintenance
                  of Insurance
              376.08
              
              Compliance
                  with Laws
              376.09
              
              Books
                  and Records
              386.10
              
              Inspection
                  Rights
              386.11
              
              Use
                  of Proceeds
              386.12
              
              Pari
                  Passu
              386.13
              
              Approvals
                  and Authorizations
              38




-ii-




**CONTENTS**


**(Continued)**




**Clause**
            
            
            **Page**6.14
            
            Transactions
                with Affiliates
            39ARTICLE
                VII
            
            Negative
                Covenants
            397.01
            
            Liens
            397.02
            
            Fundamental
                Changes
            407.03
            
            Dispositions
            417.04
            
            Change
                in Nature of Business
            427.05
            
            Burdensome
                Agreements
            427.06
            
            Use
                of Proceeds
            427.07
            
            Fiscal
                Year
            427.08
            
            Investments
            427.09
            
            Guarantees
            437.10
            
            Restricted
                Payment
            437.11
            
            Swap
                Contracts
            447.12
            
            Financial
                Covenants
            447.13
            
            Operating
                Obligations
            447.14
            
            Shareholder
                Loans
            45ARTICLE
                VIII
            
            Events
                of Default and Remedies
            458.01
            
            Events
                of Default
            458.02
            
            Remedies
                Upon Event of Default
            488.03
            
            Application
                of Funds
            48ARTICLE
                IX
            
            Guaranty
            499.01
            
            Guaranty
            49ARTICLE
                X
            
            Agents
            5210.01
            
            Appointment
                and Authority
            5210.02
            
            Rights
                as a Lender
            5310.03
            
            Exculpatory
                Provisions
            5310.04
            
            Reliance
                by Agent
            5410.05
            
            Delegation
                of Duties
            5410.06
            
            Resignation
                of Agent
            5410.07
            
            Non-Reliance
                on Agent and Other Lenders
            5510.08
            
            No
                Other Duties, Etc.
            5510.09
            
            Administrative
                Agent May File Proofs of Claim
            55




-iii-





**CONTENTS**
 **(Continued)**


**Clause**
              
              
              **Page**ARTICLE
                  XI
              
              Miscellaneous
              5611.01
              
              Amendments,
                  Etc.
              5611.02
              
              Notices;
                  Effectiveness; Electronic Communication
              5711.03
              
              No
                  Waiver; Cumulative Remedies
              5811.04
              
              Expenses;
                  Indemnity; Damage Waiver
              5911.05
              
              Payments
                  Set Aside
              6011.06
              
              Successors
                  and Assigns
              6111.07
              
              Treatment
                  of Certain Information; Confidentiality
              6311.08
              
              Right
                  of Setoff
              6411.09
              
              Interest
                  Rate Limitation
              6411.10
              
              Counterparts;
                  Integration; Effectiveness
              6511.11
              
              Survival
                  of Representations and Warranties
              6511.12
              
              Severability
              6511.13
              
              Replacement
                  of Lenders
              6511.14
              
              Governing
                  Law; Jurisdiction; Etc.
              6611.15
              
              Waiver
                  of Jury Trial
              6711.16
              
              Waiver
                  of Immunity
              6811.17
              
              Judgment
                  Currency
              6811.18
              
              USA
                  PATRIOT Act Notice
              6811.19
              
              Release
                  of Collateral and Obligations
              68




-iv-




**TERM
      LOAN AGREEMENT**


This
        TERM
        LOAN AGREEMENT is entered into as of May 21, 2008, among COMPAÑÍA DE MINAS
        BUENAVENTURA S.A.A., a *sociedad
        anónima abierta* duly
        organized and existing under the laws of the Republic of Perú with registration
        no. 02136988, as borrower (the " **Borrower** "),
        COMPAÑÍA MINERA CONDESA S.A., a *sociedad
        anónima* duly
        organized and existing under the laws of the Republic of Perú, as guarantor (the
        " **Guarantor** "),
        BANCO
        DE CRÉDITO DEL PERÚ as administrative agent on behalf of the Lenders
        (" **Administrative
        Agent** "),
        BANCO
        DE CRÉDITO DEL PERÚ as collateral agent (" **Collateral
        Agent** ")
        and
        each lender from time to time party hereto (collectively, the " **Lenders** "
        and
        each individually, a " **Lender** ").


The
      Borrower has requested that the Lenders provide a term loan facility to repay
      the Syndicated Bridge Loan (as defined below);




The
      Lenders are willing to extend the requested term loan facility on the terms
      and
      conditions set forth herein.




In
      consideration of the mutual covenants and agreements herein contained, the
      parties hereto covenant and agree as follows:




**ARTICLE
      I**


**DEFINITIONS
        AND OTHER INTERPRETIVE PROVISIONS**


**1.01**
            **Defined
                Terms**




As
      used
      in this Agreement, the following terms shall have the meanings set forth
      below:




" **ADRs** "
        means
        those certain American Depositary Shares represented by American Depositary
        Receipts in respect of the underlying common shares in the Borrower held
        on
        deposit with the Bank of New York.
  " **Administrative
        Agent** "
        means
        Banco de Crédito del Perú in its capacity as administrative agent under any of
        the Loan Documents, or any successor agent.
  " **Administrative**  **Agent's
        Office** "
        means
        the Administrative Agent's address as set forth on Schedule 11.02 or such
        other address or account as the Administrative Agent may from time to time
        notify to the Borrower and the Lenders.
  " **Administrative**  **Questionnaire** "
        means
        an administrative questionnaire completed by a Lender in a form supplied
        by the
        Administrative Agent.
  " **Affiliate** "
        means,
        with respect to any Person, another Person that directly, or indirectly through
        one or more intermediaries, Controls or is Controlled by or is under common
        Control with the Person specified.
  " **Agents** "
        means
        the Administrative Agent and the Collateral Agent.
  " **Agreement** "
        means
        this Term Loan Agreement.
  " **Applicable
        Margin** "
        means a
        per annum rate equal to 225 basis points.









" **Applicable
        Percentage** "
        means
        with respect to any Lender at any time, the percentage (carried out to the
        ninth
        decimal place) of the aggregate amount of the Loan outstanding at such time
        (or
        prior to the making of the Loan, the Commitments) represented by such Lender's
        portion of the Loan at such time (or prior to the making of the Loan, its
        Commitment). The initial Applicable Percentage of each Lender is set forth
        opposite the name of such Lender on Schedule 2.01 or in the Assignment and
        Assumption pursuant to which such Lender becomes a party hereto, as
        applicable.
  " **Approved
        Fund** "
        means
        any Fund that is administered or managed by (a) a Lender, (b) an
        Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
        administers or manages a Lender.
  " **Assignee
        Group** "
        means
        two or more Persons that are Affiliates of one another or two or more Approved
        Funds managed by the same investment advisor.
  " **Assignment
        and Assumption** "
        means
        an assignment and assumption entered into by a Lender and an Eligible Assignee
        (with the consent of any party whose consent is required by
        Section 11.06(b)), and accepted by the Administrative Agent, in
        substantially the form of Exhibit D or any other form approved by the
        Administrative Agent.
  " **Audited
        Financial Statements** "
        means
        the audited consolidated balance sheet of the Borrower for the Fiscal Year
        ended
        December 31, 2007, and the related consolidated statements of income or
        operations, shareholders' equity and cash flows for such Fiscal Year of the
        Borrower, including the notes thereto.
  " **Availability
        Period** "
        means
        the period from the Closing Date to November 24, 2008.
  " **Borrowing
        Date** "
        has the
        meaning given to such term in Section 2.02.
  " **Business
        Day** "
        means
        any day other than a Saturday, Sunday or other day on which commercial banks
        are
        authorized to close in Lima or New York City and if such day relates to the
        Loan, any such day on which dealings in Dollar deposits are conducted by
        and
        between banks in the London interbank market.
  " **Cerro
        Verde** "
        means
        Sociedad Minera Cerro Verde S.A.A.
  " **Change
        in Law** "
        means
        the occurrence, after the date of this Agreement, of any of the following:
        (a) the adoption or taking effect of any law, rule, regulation or treaty,
        (b) any change in any law, rule, regulation or treaty or in the
        administration, interpretation or application thereof by any Governmental
        Authority or (c) the making or issuance of any request, guideline or
        directive (whether or not having the force of law) by any Governmental
        Authority.
  " **Change
        of Control** "
        shall
        be deemed to occur if any person or “group” (within the meaning of Rules 13d-3
        and 13d-5 under the Exchange Act as in effect on the Closing Date), other
        than
        the Controlling Shareholders, shall have acquired Control of the
        Borrower
  " **Closing
        Date** "
        means
        the date all the conditions precedent in Section 4.01 are satisfied or
        waived in accordance with Section 11.01.
  " **Collateral** "
        has the
        meaning set forth in the Pledge Agreement.


-
            2
            -




" **Collateral
        Agent** "
        means
        Banco de Crédito del Perú.
  " **Commitment** "
        means,
        as to each Lender, its obligation to make a portion of the Loan to the Borrower
        pursuant to Section 2.01 in a principal amount not to exceed the amount set
        forth opposite such Lender's name on Schedule 2.01 or in the Assignment and
        Assumption pursuant to which such Lender becomes a party hereto, as applicable,
        as such amount may be adjusted from time to time in accordance with this
        Agreement.
  " **Compliance
        Certificate** "
        means a
        certificate substantially in the form of Exhibit C.
  " **Concession
        Contracts** "
        means
        those certain concession contracts listed on Annex 2.
  " **Consolidated
        EBITDA** "
        means,
        for any period, with respect to the Borrower and its Subsidiaries on a
        consolidated basis, an amount equal to Consolidated Net Income for such period
        plus (a) the following to the extent deducted in calculating such Consolidated
        Net Income: (i) Consolidated Interest Charges for such period, (ii) the
        provision for federal, state, local and foreign income taxes payable by the
        Borrower and its Subsidiaries for such period, (iii) depreciation and
        amortization expenses, (iv) the provision for the workers profit sharing
        for
        such period, (v) other non-recurring expenses of the Borrower and its
        Subsidiaries reducing such Consolidated Net Income which do not represent
        a cash
        item in such period or any future period and (vi) in Fiscal Year 2008 only,
        the
        cost, as of March 31, 2008, of unwinding future sales contracts as stated
        in the
        consolidated financial statements of the Borrower, and minus (b) the following
        to the extent included in calculating such Consolidated Net Income: (i) federal,
        state, local and foreign income tax credits of the Borrower and its Subsidiaries
        for such period, (ii) all non-cash items increasing Consolidated Net Income
        for
        such period and (iii) the Borrower’s or any Subsidiary’s share in the net income
        of the non-consolidated affiliated companies, including, but not limited
        to,
        Yanacocha and Cerro Verde, as it appears in the consolidated financial
        statements of the Borrower for such period.
  " **Consolidated
        Financial Indebtedness** "
        means,
        as of any date of determination, with respect to the Borrower or any of its
        Subsidiaries on a consolidated basis, the sum of the outstanding amount of
        Financial Indebtedness of the Borrower and its Subsidiaries on such date,
        as
        determined on a consolidated basis, but excluding accounts payable to commercial
        suppliers assumed by the Borrower or any of its Subsidiaries and unsecured
        Subordinated Indebtedness of the Borrower or any Subsidiary.
  " **Consolidated
        Interest Charges** "
        means,
        for any period, with respect to the Borrower and its Subsidiaries on a
        consolidated basis, the sum of (a) all interest, premium payments, debt
        discount, fees, charges and related expenses of the Borrower and its
        Subsidiaries in connection with borrowed money (including capitalized interest)
        or in connection with the deferred purchase price of assets, in each case
        to the
        extent treated as interest in accordance with GAAP, and (b) the portion of
        rent
        expense of the Borrower and its Subsidiaries with respect to such period
        under
        capital leases that is treated as interest in accordance with GAAP.
  " **Consolidated
        Net Income** "
        means,
        for any period, with respect to the Borrower and its Subsidiaries on a
        consolidated basis, the net income of the Borrower and its Subsidiaries
        (excluding extraordinary gains and extraordinary losses) for that
        period.
  " **Contractual
        Obligation** "
        means,
        as to any Person, any provision of any security issued by such Person or
        of any
        agreement, instrument or other undertaking to which such Person is a party
        or by
        which it or any of its property is bound.


-
            3
            -




" **Control** "
        means
        the possession, directly or indirectly, of the power to direct or cause the
        direction of the management or policies of a Person, whether through the
        ability
        to exercise voting power, by contract or otherwise. " **Controlling** "
        and
        " **Controlled** "
        have
        meanings correlative thereto.
  " **Controlling
        Shareholders** "
        means
        those certain controlling shareholders listed on Annex 3.
  " **Corporate
        Bonds Issuance** "
        means
        an issue of corporate bonds by the Borrower ( *Primer
        Programa de Bonos Corporativos Buenaventura* )
        made
        pursuant to the Borrower's shelf registration program entitled "First
        Registration" to be arranged and placed by Banco de Crédito del Perú in Perú
and/or made pursuant to an offering arranged and placed by an Affiliate or
        agent
        of Banco de Crédito del Perú as lead arranger outside of Perú in a manner to be
        agreed by Banco de Crédito del Perú and the Borrower.
  " **Debt
        Ratio** "
        means
        as of any date of determination, the ratio of Consolidated Financial
        Indebtedness on such date to the sum of (a) Consolidated EBITDA, plus (b)
        the
        collection of dividends or similar distributions of the Borrower’s or any
        Subsidiary’s non-consolidated affiliated companies (as appearing on the
        consolidated statements of cashflows of the Borrower), in each case, for
        the
        twelve (12) month period ending on such date.
  " **Default** "
        means
        any event or condition that constitutes an Event of Default or that, with
        the
        expiry of a grace period, the giving of any notice, the making of any
        determination under the Loan Documents or any combination of the foregoing,
        would constitute an Event of Default.
  " **Default
        Rate** "
        means,
        with respect to any of the Obligations, an interest rate equal to (i) the
        Overnight LIBOR Rate plus (ii) the Applicable Margin plus (iii) 2% per
        annum.
  " **Defaulting
        Lender** "
        means
        any Lender that (a) has failed to fund any portion of the Loan required to
        be funded by 11:00 a.m. on the date required to be funded by it hereunder,
        (b) has otherwise failed to pay over to the Administrative Agent or any
        other Lender any other amount required to be paid by it hereunder within
        one
        Business Day of the date when due, unless the subject of a good faith dispute,
        or (c) has been deemed insolvent or become the subject of a bankruptcy or
        insolvency proceeding.
  " **Delivered
        Cash** "
        has the
        meaning given to such term in Section 2.13(e).
  " **Disposition** "
        or
        " **Dispose** "
        means
        the sale, transfer, license, lease or other disposition (including any sale
        and
        leaseback transaction) of any property by any Person, including any sale,
        assignment, transfer or other disposal (including, but not limited to, the
        disposal of Equity Interests in Yanacocha or Cerro Verde), with or without
        recourse, of any notes or accounts receivable or any rights and claims
        associated therewith.
  " **Dollar** "
        and
        " **$** "
        mean
        lawful money of the United States.
  " **Eligible
        Assignee** "
        means
        (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund
        and (d) any other Person (other than a natural person) approved by the
        Administrative Agent, *provided* that,
        notwithstanding the foregoing, "Eligible Assignee" shall not include the
        Borrower or any of the Borrower's Affiliates or Subsidiaries.


-
            4
            -




" **Environmental
        Laws** "
        means
        any and all federal, state, local and foreign statutes, laws, regulations,
        ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
        franchises, licenses, agreements or governmental restrictions relating to
        pollution and the protection of the environment or the release of any materials
        into the environment, including those related to hazardous substances or
        wastes,
        air emissions and discharges to waste or public systems.
  " **Environmental
        Liability** "
        means
        any liability, contingent or otherwise (including any liability for damages,
        costs of environmental remediation, fines, penalties or indemnities), of
        the
        Borrower or any of its Significant Subsidiaries directly or indirectly resulting
        from or based upon (a) violation of any Environmental Law, (b) the
        generation, use, handling, transportation, storage, treatment or disposal
        of any
        Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
        release or threatened release of any Hazardous Materials into the environment,
        (e) any emissions, effluents or any other negative impact on the
        environment, health or natural resources as a consequence of its activities
        or
        (f) any contract, agreement or other consensual arrangement pursuant to
        which liability is assumed or imposed with respect to any of the
        foregoing.
  " **Equity
        Interests** "
        means,
        with respect to any Person, all of the shares of capital stock of (or other
        ownership or profit interests in) such Person, all of the warrants, options
        or
        other rights for the purchase or acquisition from such Person of shares of
        capital stock of (or other ownership or profit interests in) such Person,
        all of
        the securities convertible into or exchangeable for shares of capital stock
        of
        (or other ownership or profit interests in) such Person or warrants, rights
        or
        options for the purchase or acquisition from such Person of such shares (or
        such
        other interests), and all of the other ownership or profit interests in such
        Person (including partnership, member or trust interests therein), whether
        voting or nonvoting, and whether or not such shares, warrants, options, rights
        or other interests are outstanding on any date of determination.
  " **Event
        of Default** "
        has the
        meaning specified in Section 8.01.
  " **Exchange
        Act** "
        means
        the U.S. Securities Exchange Act of 1934.
  " **Excluded
        Taxes** "
        means,
        with respect to the Administrative Agent, any Lender or any other recipient
        of
        any payment to be made by or on account of any obligation of the Borrower
        or
        Guarantor hereunder, (a) taxes imposed on or measured by its overall net
        income (however denominated), and franchise taxes imposed on it (in lieu
        of net
        income taxes), by the jurisdiction (or any political subdivision thereof)
        under
        the laws of which such recipient is organized, in which its principal office
        is
        located or in which it is resident for tax purposes or, in the case of any
        Lender, in which its applicable Lending Office is located, (b) any branch
        profits taxes imposed by the United States or any similar tax imposed by
        any
        other jurisdiction in which the Borrower or Guarantor is located or the Lender
        is engaged in business and (c) in the case of a Peruvian Lender, any
        withholding tax that is imposed on amounts payable to such Peruvian Lender
        pursuant to applicable laws as in effect on the date of this Agreement.
  " **Federal
        Funds Rate** "
        means,
        for any day, the rate per annum equal to the weighted average of the rates
        on
        overnight Federal funds transactions with members of the Federal Reserve
        System
        arranged by Federal funds brokers on such day, as published by the Federal
        Reserve Bank of New York on the Business Day next succeeding such day; *provided* that
        (a) if such day is not a Business Day, the Federal Funds Rate for such day
        shall be such rate on such transactions on the next preceding Business Day
        as so
        published on the next succeeding Business Day, and (b) if no such rate is
        so published on such next succeeding Business Day, the Federal Funds Rate
        for
        such day shall be the average rate (rounded upward, if necessary, to a whole
        multiple of 1/100 of 1%) on such day for such transactions as received by
        the
        Administrative Agent from three Federal Funds brokers of recognized standing
        as
        selected by the Administrative Agent.


-
            5
            -




" **Fee
        Letter** "
        means
        each of the letter agreement(s), dated May 21, 2008 between the Borrower
        and the
        Administrative Agent, and the letter agreement, dated May 21, 2008 between
        the
        Borrower and the Collateral Agent.
  " **Financial
        Indebtedness** "
        means,
        as to any Person at a particular time, all obligations of such Person for
        borrowed money and all obligations of such Person evidenced by bonds,
        debentures, notes, loan agreements, financial lease agreements, or other
        similar
        instruments.
  " **Fiscal
        Year** "
        means
        the period of twelve consecutive months ending December 31 of each
        year.
  " **FRB** "
        means
        the Board of Governors of the Federal Reserve System of the United
        States.
  " **Fund** "
        means
        any Person (other than a natural person) that is (or will be) engaged in
        making,
        purchasing, holding or otherwise investing in commercial loans and similar
        extensions of credit in the ordinary course of its business.
  " **GAAP** "
        means
        the generally accepted accounting principles (as in effect from time to time)
        applicable in the Republic of Perú.
  " **Governmental
        Authority** "
        means
        the government of the United States, the government of the Republic of Perú or
        any other nation, or of any political subdivision thereof, whether Federal,
        state or local, and any agency, authority, instrumentality, regulatory body,
        court, central bank or other entity exercising executive, legislative, judicial,
        taxing, regulatory or administrative powers or functions of or pertaining
        to
        government.
  " **Guarantee** "
        means,
        as to any Person, (a) any obligation, contingent or otherwise, of such
        Person guaranteeing or having the economic effect of guaranteeing any
        Indebtedness or other obligation payable or performable by another Person
        (the
        " **primary
        obligor** ")
        in any
        manner, whether directly or indirectly, and including any obligation of such
        Person, direct or indirect, (i) to purchase or pay (or advance or supply
        funds for the purchase or payment of) such Indebtedness or other obligation,
        (ii) to purchase or lease property, securities or services for the purpose
        of assuring the obligee in respect of such Indebtedness or other obligation
        of
        the payment or performance of such Indebtedness or other obligation,
        (iii) to maintain working capital, equity capital or any other financial
        statement condition or liquidity or level of income or cash flow of the primary
        obligor so as to enable the primary obligor to pay such Indebtedness or other
        obligation, or (iv) entered into for the purpose of assuring in any other
        manner the obligee in respect of such Indebtedness or other obligation of
        the
        payment or performance thereof or to protect such obligee against loss in
        respect thereof (in whole or in part), or (b) any Lien on any assets of
        such Person securing any Indebtedness or other obligation of any other Person,
        whether or not such Indebtedness or other obligation is assumed by such Person
        (or any right, contingent or otherwise, of any holder of such Indebtedness
        to
        obtain any such Lien). The amount of any Guarantee shall be deemed to be
        an
        amount equal to the stated or determinable amount of the related primary
        obligation, or portion thereof, in respect of which such Guarantee is made
        or,
        if not stated or determinable, the maximum reasonably anticipated liability
        in
        respect thereof as determined by the guaranteeing Person in good faith. The
        term
        " **Guarantee** "
        used as
        a verb has a corresponding meaning.
  " **Guaranty** "
        means
        the guaranty made by the Guarantor pursuant to Section 9.


-
            6
            -




" **Hazardous
        Materials** "
        means
        all explosive or radioactive substances or wastes and all hazardous or toxic
        substances, wastes or other pollutants, including petroleum or petroleum
        distillates, asbestos or asbestos-containing materials, polychlorinated
        biphenyls, radon gas, infectious or medical wastes and all other substances
        or
        wastes of any nature that are prohibited, limited or regulated as hazardous
        or
        toxic under the framework published by the Basel Committee on Banking
        Supervision or any Environmental Law.
  " **Indebtedness** "
        means,
        as to any Person at a particular time, without duplication, all of the
        following, whether or not included as indebtedness or liabilities in accordance
        with GAAP:
  (a)
              all
                  obligations of such Person for borrowed money and all obligations
                  of such
                  Person evidenced by bonds, debentures, notes, loan agreements or
                  other
                  similar instruments;
  (b)
              all
                  direct or contingent obligations of such Person arising under letters
                  of
                  credit (including standby and commercial), bankers' acceptances,
                  bank
                  guaranties, surety bonds and similar
                  instruments;
  (c)
              net
                  obligations of such Person under any Swap
                  Contract;
  (d)
              all
                  obligations of such Person to pay the deferred purchase price of
                  property
                  or services (other than trade accounts payable in the ordinary
                  course of
                  business and, in each case, not past due for more than sixty (60)
                  days
                  after the date on which such trade account payable was
                  created);
  (e)
              indebtedness
                  (excluding prepaid interest thereon) secured by a Lien on property
                  owned
                  or being purchased by such Person (including indebtedness arising
                  under
                  conditional sales or other title retention agreements), whether
                  or not
                  such indebtedness shall have been assumed by such Person or is
                  limited in
                  recourse;
  (f)
              capital
                  or financial leases and similar obligations under 'synthetic leases'
                  of
                  such Person;
  (g)
              all
                  obligations of such Person to purchase, redeem, retire, defease
                  or
                  otherwise make any payment in respect of any Equity Interest in
                  such
                  Person or any other Person, valued, in the case of a redeemable
                  preferred
                  interest, at the greater of its voluntary or involuntary liquidation
                  preference plus accrued and unpaid dividends;
                  and
  (h)
              all
                  Guarantees of such Person in respect of any of the
                  foregoing.
  For
        all
        purposes hereof, the Indebtedness of any Person shall include the Indebtedness
        of any partnership or joint venture (other than a joint venture that is itself
        a
        corporation or limited liability company) in which such Person is a general
        partner or a joint venturer, unless such Indebtedness is expressly made
        non-recourse to such Person. The amount of any net obligation under any Swap
        Contract on any date shall be deemed to be the Swap Termination Value thereof
        as
        of such date.
  " **Indemnified
        Taxes** "
        means
        Taxes other than Excluded Taxes.
  " **Indemnitees** "
        has the
        meaning specified in Section 11.04(b).
  " **Information** "
        has the
        meaning specified in Section 11.07.
  " **Interest
        Period** "
        means
        with respect to the Loan (i) the period commencing on the date the Loan is
        made and ending on the next succeeding Payment Date and (ii) each
        successive period thereafter commencing on the immediately preceding Payment
        Date and ending on the succeeding Payment Date.


-
            7
            -




" **Interest
        Rate** "
        means,
        for any Interest Period, the rate per annum equal to the British Bankers
        Association LIBOR Rate (" **LIBOR** "),
        as
        published on the LIBOR page of the Reuters screen (or other commercially
        available source providing quotations of LIBOR as designated by the
        Administrative Agent from time to time) at approximately 11:00 a.m. two (2)
        Business Days prior to the commencement of such Interest Period, for Dollar
        deposits (for delivery on the first day of such Interest Period) with a term
        equivalent to such Interest Period. If such rate is not available at such
        time
        for any reason, then the " **Interest
        Rate** "
        for
        such Interest Period shall be the rate per annum determined by the
        Administrative Agent to be the rate at which deposits in Dollars for delivery
        on
        the first day of such Interest Period in same day funds in the approximate
        amount of the Loan being made and with a term equivalent to such Interest
        Period
        would be offered to major banks in the London interbank market at their request
        at approximately 11:00 a.m. two (2) Business Days prior to the commencement
        of
        such Interest Period (in each case above, to the extent necessary, rounded
        upwards to the nearest 1/100 of 1%).
  " **Investment** "
        means,
        as to any Person, any direct or indirect acquisition or investment by such
        Person, whether by means of (a) the purchase or other acquisition of
        capital stock or other securities of another Person, (b) a loan, advance or
        capital contribution to, Guarantee or assumption of debt of, or purchase
        or
        other acquisition of any other debt or equity participation or interest in,
        another Person, including any partnership or joint venture interest in such
        other Person and any arrangement pursuant to which the investor Guarantees
        Indebtedness of such other Person or (c) the purchase or other acquisition
        (in one transaction or a series of transactions) of assets of another Person
        that constitute a business unit. For purposes of covenant compliance, the
        amount
        of any Investment shall be the amount actually invested, without adjustment
        for
        subsequent increases or decreases in the value of such Investment.
  " **Laws** "
        means,
        collectively, all international, foreign, federal, state and local statutes,
        treaties, rules, guidelines, regulations, ordinances, codes and administrative
        or judicial precedents or authorities, including the interpretation or
        administration thereof by any Governmental Authority charged with the
        enforcement, interpretation or administration thereof, and all applicable
        administrative orders, directed duties, requests, licenses, authorizations
        and
        permits of, and agreements with, any Governmental Authority, in each case
        whether or not having the force of law.
  " **Lender** "
        has the
        meaning specified in the introductory paragraph hereto.
  " **Lending
        Office** "
        means,
        as to any Lender, the office or offices of such Lender described as such
        in such
        Lender's Administrative Questionnaire, or such other office or offices as
        a
        Lender may from time to time notify the Borrower and the Administrative
        Agent.
  " **Lien** "
        means
        any mortgage, pledge, hypothecation, assignment, deposit arrangement,
        encumbrance, lien (statutory or other), charge, or preference, priority or
        other
        security interest or preferential arrangement in the nature of a security
        interest of any kind or nature whatsoever (including any conditional sale
        or
        other title retention agreement, any easement, right of way or other encumbrance
        on title to real property, and any financing lease having substantially the
        same
        economic effect as any of the foregoing).
  " **Loan** "
        has the
        meaning specified in Section 2.01.


-
            8
            -




" **Loan
        Documents** "
        means
        this Agreement, each Note, each Fee Letter and the Pledge
        Agreement.
  " **Market
        Value** "
        means
        as of any date of determination, the average, over the last five (5) trading
        days on the New York Stock Exchange, of the closing price for the ADRs, as
        referred to on Thompson Reuters information service, or as otherwise determined
        by the Administrative Agent in its sole discretion.
  " **Material
        Adverse Effect** "
        means
        (a) a material adverse change in, or a material adverse effect upon, the
        operations, business, properties or condition (financial or otherwise) of
        the
        Borrower the Guarantor and their Significant Subsidiaries taken as a whole;
        (b) a material impairment of the ability of the Borrower or Guarantor to
        perform its obligations under the Loan Documents or (c) a material adverse
        effect upon the legality, validity, binding effect or enforceability against
        the
        Borrower or Guarantor of any Loan Document to which it is a party.
  " **Maturity
        Date** "
        means
        May 21, 2013.
  " **Note** "
        means
        each promissory note of the Borrower governed under Peruvian law payable
        to the
        order of a Lender evidencing that portion of the Loan made by such Lender,
        substantially in the form of Exhibit B, and any promissory note or note of
        the
        Borrower issued in substitution thereof.
  " **Notice
        of Borrowing** "
        means
        an irrevocable notice, substantially in the form of Exhibit A, given by the
        Borrower to the Administrative Agent pursuant to Section 2.02.
  " **Nuevos
        Soles** "
        means
        lawful money of the Republic of Perú.
  " **Obligations** "
        means
        all advances to, and debts, liabilities, obligations, covenants and duties
        of,
        the Borrower or the Guarantor arising under any Loan Document or otherwise
        with
        respect to the Loan, whether direct or indirect (including those acquired
        by
        assumption), absolute or contingent, due or to become due, now existing or
        hereafter arising and including interest and fees that accrue after the
        commencement by or against the Borrower or the Guarantor or any Affiliate
        thereof of any proceeding under any debtor relief laws naming such Person
        as the
        debtor in such proceeding, regardless of whether such interest and fees are
        allowed claims in such proceeding.
  " **Organization
        Documents** "
        means,
        (a) with respect to any corporation, the certificate or articles of
        incorporation and the bylaws (or equivalent or comparable constitutive documents
        with respect to any non-U.S. jurisdiction); (b) with respect to any limited
        liability company, the certificate or articles of formation or organization
        and
        operating agreement; and (c) with respect to any partnership, joint
        venture, trust or other form of business entity, the partnership, joint venture
        or other applicable agreement of formation or organization and any agreement,
        instrument, filing or notice with respect thereto filed in connection with
        its
        formation or organization with the applicable Governmental Authority in the
        jurisdiction of its formation or organization and, if applicable, any
        certificate or articles of formation or organization of such
        entity.
  " **Other
        Taxes** "
        means
        all present or future stamp or documentary taxes or any other excise or property
        taxes, charges or similar levies arising from any payment made hereunder
        or
        under any other Loan Document or from the execution, delivery or enforcement
        of,
        or otherwise with respect to, this Agreement or any other Loan
        Document.


-
            9
            -




" **Outstanding
        Amount** "
        means
        with respect to the Loan on any date, the aggregate outstanding principal
        amount
        thereof after giving effect to any borrowings and prepayments or repayments
        of
        the Loan occurring on such date.
  " **Overnight
        LIBOR** "
        means,
        with respect to any day, the rate per annum determined by the Administrative
        Agent to be the rate at which deposits in Dollars for delivery on such day
        in
        same day funds in the approximate amount of the relevant overdue amount and
        with
        a term of one day would be offered by Citibank, N.A.'s London Branch to major
        banks in the London interbank market at their request at approximately
        11:00 a.m. on such day.
  " **Participant** "
        has the
        meaning specified in Section 11.06(c).
  " **Payment
        Date** "
        means
        each date occurring on three month intervals after the Borrowing Date and
        before
        the Maturity Date or, if any such date is not a Business Day, the following
        Business Day, as more particularly set out in Schedule 2.06.
  " **Permitted
        Securitization** "
        means
        any transaction or series of transactions that may be entered into by the
        Borrower or any of its Subsidiaries pursuant to which the Borrower or such
        Subsidiary, as the case may be, may sell, convey or otherwise transfer accounts
        receivable to any Receivables Entity in a true sale transaction, *provided* that (i)
        there shall be no recourse under any such securitization to the Borrower
        or any
        of its other Subsidiaries other than pursuant to Standard Securitization
        Undertakings, (ii) the Borrower shall be in pro-forma compliance with the
        Debt
        Ratio after giving effect to such Permitted Securitization, (iii) no Event
        of
        Default shall have occurred and be continuing and (iv) the aggregate amount
        of
        accounts receivable so sold, conveyed or transferred during the term of this
        Agreement shall not exceed an amount equal to 5% of the Borrower’s consolidated
        total assets as reflected in the consolidated financial statements most recently
        delivered under this Agreement.
  " **Person** "
        means
        any natural person, corporation, limited liability company, trust, joint
        venture, association, company, partnership, Governmental Authority or other
        entity.
  " **Peruvian
        Lender** "
        means
        any Lender that is organized under the laws of the Republic of
        Perú.
  " **Pledge
        Agreement** "
        means
        the pledge agreement dated on or about the date hereof between the Guarantor
        as
        grantor and the Collateral Agent as secured party, pursuant to which the
        Guarantor has granted to the Collateral Agent (on behalf of the Lenders)
        a Lien
        on all ADRs held by the Guarantor as collateral security for the
        Obligations.
  " **Process
        Agent** "
        has the
        meaning specified in Section 11.14(d).
  " **Receivables
        Entity** "
        means a
        special purpose, bankruptcy-remote Person that engages in no activities other
        than in connection with the financing of accounts receivable pursuant to
        a
        Permitted Securitization.
  " **Related
        Parties** "
        means,
        with respect to any Person, such Person's Affiliates and the partners,
        directors, officers, employees, agents and advisors of such Person and of
        such
        Person's Affiliates.
  " **Required
        Lenders** "
        means,
        as of any date of determination, Lenders holding more than 50% of the
        Outstanding Amount on such date (or, prior to the making of the Loan, the
        aggregate amount of the Commitments); *provided* that the
        portion of the Outstanding Amount (or, if applicable, the Commitment) held
        or
        deemed held by any Defaulting Lender shall be excluded for purposes of making
        a
        determination of Required Lenders.


-
            10
            -




" **Reserves
        Report** "
        means
        in the case of the Borrower, the annual report, prepared by Algon Investment
        S.R.L. or another independent engineer reasonably acceptable to the Required
        Lenders, in conformance with applicable mining standards, identifying the
        Reserves of Mining Units, and, in the case of Yanacocha and Cerro Verde,
        reserves information from the annual report of Yanacocha and Cerro Verde,
        or
        their respective parent companies, as the case may be.
  " **Responsible
        Officer** "
        means
        the executive chairman, president, chief executive officer or chief financial
        officer of the Borrower. Any document delivered hereunder that is signed
        by a
        Responsible Officer of the Borrower shall be conclusively presumed to have
        been
        authorized by all necessary corporate, partnership and/or other action on
        the
        part of the Borrower and such Responsible Officer shall be conclusively presumed
        to have acted on behalf of the Borrower.
  " **Restricted
        Payment** "
        means
        with respect to any Person (i) any dividend or other distribution (whether
        in
        cash, securities or other property) with respect to any capital stock or
        other
        Equity Interest of such Person, (ii) any payment (whether in cash, securities
        or
        other property), including any sinking fund or similar deposit, on account
        of
        the purchase, redemption, retirement, acquisition, cancellation or termination
        of any such capital stock or other Equity Interest, or on account of any
        return
        of capital to such Person's stockholders, partners or members (or the equivalent
        Person thereof) or (iii) any payment, whether of interest, principal, fees
        or
        other amounts, on or in respect of Indebtedness owed to any stockholder,
        director, manager or other Affiliate of such person.
  " **Significant
        Subsidiary** "
        has the
        meaning set forth in Regulation S-X of the Exchange Act.
  " **Solvent** "
        means,
        as to any Person at any time, that (a) the fair value of the property of
        such Person is greater than the amount of such Person's liabilities (including
        disputed, contingent and unliquidated liabilities); (b) the present fair
        saleable value of the property of such Person is not less than the amount
        that
        will be required to pay the probable liability of such Person on its debts
        as
        they become absolute and matured; (c) such Person is able to pay its debts
        and other liabilities (including disputed, contingent and unliquidated
        liabilities) as they mature in the normal course of business; (d) such
        Person does not intend to, and does not believe that it will, incur debts
        or
        liabilities beyond such Person's ability to pay as such debts and liabilities
        mature; and (e) such Person is not engaged in business or a transaction,
        and is not about to engage in business or a transaction, for which such Person's
        property would constitute unreasonably small capital.
  " **Standard
        Securitization Undertakings** "
        means
        representations, warranties, covenants and indemnities entered into by the
        Borrower or any Subsidiary in connection with any Permitted Securitization
        that
        are customary in non-recourse securitization transactions of comparable
        receivables.
  " **Subordinated
        Indebtedness** "
        means
        any Indebtedness that is subordinated to the Loan pursuant to subordination
        provisions substantially in the form set forth in Annex 1
        hereto.
  " **Subsidiary** "
        of a
        Person means a corporation, partnership, joint venture, limited liability
        company or other business entity of which a majority of the shares of securities
        or other interests having ordinary voting power for the election of directors
        or
        other governing body (other than securities or interests having such power
        only
        by reason of the happening of a contingency) are at the time beneficially
        owned,
        or the management of which is otherwise controlled, directly, or indirectly
        through one or more intermediaries, or both, by such Person. Unless otherwise
        specified, all references herein to a " **Subsidiary** "
        or to
        " **Subsidiaries** "
        shall
        refer to a Subsidiary or Subsidiaries of the Borrower.


-
            11
            -




" **Swap
        Contract** "
        means
        (a) any and all rate swap transactions, basis swaps, credit derivative
        transactions, forward rate transactions, commodity swaps, commodity options,
        forward commodity contracts, equity or equity index swaps or options, bond
        or
        bond price or bond index swaps or options or forward bond or forward bond
        price
        or forward bond index transactions, interest rate options, forward foreign
        exchange transactions, cap transactions, floor transactions, collar
        transactions, currency swap transactions, cross-currency rate swap transactions,
        currency options, spot contracts, or any other similar transactions or any
        combination of any of the foregoing (including any options to enter into
        any of
        the foregoing), whether or not any such transaction is governed by or subject
        to
        any master agreement, and (b) any and all transactions of any kind, and the
        related confirmations, which are subject to the terms and conditions of,
        or
        governed by, any form of master agreement published by the International
        Swaps
        and Derivatives Association, Inc., any International Foreign Exchange Master
        Agreement, or any other master agreement (any such master agreement, together
        with any related schedules, a " **Master
        Agreement** "),
        including any such obligations or liabilities under any Master
        Agreement.
  " **Swap
        Termination Value** "
        means,
        in respect of any one or more Swap Contracts, after taking into account the
        effect of any legally enforceable netting agreement relating to such Swap
        Contracts, (a) for any date on or after the date such Swap Contracts have
        been closed out and termination value(s) determined in accordance therewith,
        such termination value(s), and (b) for any date prior to the date
        referenced in clause (a), the amount(s) determined as the mark-to-market
        value(s) for such Swap Contracts, as determined based upon one or more
        mid-market or other readily available quotations provided by any recognized
        dealer in such Swap Contracts (which may include a Lender or any Affiliate
        of a
        Lender).
  " **Syndicated
        Bridge Loan** "
        means
        that certain bridge loan agreement dated February 20, 2008 between, amongst
        others, the Borrower and the Administrative Agent.
  " **Taxes** "
        means
        all present or future taxes, levies, imposts, duties, deductions, withholdings,
        assessments, fees or other charges imposed by any Governmental Authority,
        including any interest, additions to tax or penalties applicable
        thereto.
  " **United
        States** "
        and
        " **U.S.** "
        mean
        the United States of America.
  " **VAT** "
        means
        value added tax ( *Impuesto
        General a las* Ventas)
        as applied under Perúvian law and any other tax of a similar
        nature.
  " **Yanacocha** "
        means
        Minera Yanacocha S.R.L.
  1.02
              **Other
                  Interpretive Provisions**
  With
        reference to this Agreement and each other Loan Document, unless otherwise
        specified herein or in such other Loan Document:


-
            12
            -




(a)
              The
                  definitions of terms herein shall apply equally to the singular
                  and plural
                  forms of the terms defined. Whenever the context may require, any
                  pronoun
                  shall include the corresponding masculine, feminine and neuter
                  forms. The
                  words "**include**",
                  "**includes**"
                  and "**including**"
                  shall be deemed to be followed by the phrase "**without
                  limitation**".
                  The word "**will**"
                  shall be construed to have the same meaning and effect as the word
                  "**shall**".
                  Unless the context requires otherwise, (i) any definition of or
                  reference to any agreement, instrument or other document (including
                  any
                  Organization Document) shall be construed as referring to such
                  agreement,
                  instrument or other document as from time to time amended, supplemented
                  or
                  otherwise modified (subject to any restrictions on such amendments,
                  supplements or modifications set forth herein or in any other Loan
                  Document), (ii) any reference herein to any Person shall be construed
                  to include such Person's successors and assigns, (iii) the words
                  "**herein**",
                  "**hereof**"
                  and "**hereunder**",
                  and words of similar import when used in any Loan Document, shall
                  be
                  construed to refer to such Loan Document in its entirety and not
                  to any
                  particular provision thereof, (iv) all references in a Loan Document
                  to Sections, Exhibits and Schedules shall be construed to refer to
                  Sections of, and Exhibits and Schedules to, the Loan Document in
                  which such references appear, (v) any reference to any law shall
                  include all statutory and regulatory provisions consolidating,
                  amending,
                  replacing or interpreting such law and any reference to any law
                  or
                  regulation shall, unless otherwise specified, refer to such law
                  or
                  regulation as amended, modified or supplemented from time to time
                  and
                  (vi) the words "**asset**"
                  and "**property**"
                  shall be construed to have the same meaning and effect and to refer
                  to any
                  and all tangible and intangible assets and properties, including
                  cash,
                  securities, accounts and contract
                  rights.
  (b)
              In
                  the computation of periods of time from a specified date to a later
                  specified date, the word "**from**"
                  means "**from
                  and including**";
                  the words "**to**"
                  and "**until**"
                  each mean "**to
                  but excluding**";
                  and the word "**through**"
                  means "**to
                  and including**".
  (c)
              Except
                  as otherwise provided herein, references in this Agreement to the
                  applicable equivalent amount of Nuevos Soles, shall be as so determined
                  by
                  the Administrative Agent, acting reasonably, by reference to currency
                  rates as published daily by the Perúvian Superintendency of Banks.
  (d)
              Section
                  headings herein and in the other Loan Documents are included for
                  convenience of reference only and shall not affect the interpretation
                  of
                  this Agreement or any other Loan
                  Document.
  1.03
              **Accounting
                  Terms**
  (a)
              *Generally*:
                  All accounting terms not specifically or completely defined herein
                  shall
                  be construed in conformity with, and all financial data (including
                  financial ratios and other financial calculations) required to
                  be
                  submitted pursuant to this Agreement shall be prepared in conformity
                  with,
                  GAAP applied on a consistent basis, as in effect from time to time,
                  applied in a manner consistent with that used in preparing the
                  Audited
                  Financial Statements, except as otherwise specifically prescribed
                  herein.
  (b)
              *Changes
                  in GAAP*:
                  If at any time any change in GAAP would affect the computation
                  of any
                  financial ratio or requirement set forth in any Loan Document,
                  and either
                  the Borrower or the Required Lenders shall so request, the Administrative
                  Agent, the Lenders and the Borrower shall negotiate in good faith
                  to amend
                  such ratio or requirement to preserve the original intent thereof
                  in light
                  of such change in GAAP (subject to the approval of the Required
                  Lenders);*provided*that, until so amended, (i) such ratio or requirement shall continue
                  to be computed in accordance with GAAP prior to such change therein
                  and
                  (ii) the Borrower shall provide to the Administrative Agent and the
                  Lenders financial statements and other documents required under
                  this
                  Agreement or as reasonably requested hereunder setting forth a
                  reconciliation between calculations of such ratio or requirement
                  made
                  before and after giving effect to such change in
                  GAAP.


-
            13
            -




1.04
              **Rounding**
  Any
        financial ratios required to be maintained pursuant to this Agreement shall
        be
        calculated by dividing the appropriate component by the other component,
        carrying the result to one place more than the number of places by which
        such
        ratio is expressed herein and rounding the result up or down to the nearest
        number (with a rounding-up if there is no nearest number).
  1.05
              **Times
                  of Day**
  Unless
        otherwise specified, all references herein to times of day shall be references
        to New York City time.
  **ARTICLE
        II**
  **THE
          CREDITS**
  2.01
              **The
                  Loan**
  Subject
        to the terms and conditions set forth herein, each Lender severally agrees
        to
        make one loan (the " **Loan** ")
        to the
        Borrower during the Availability Period in an aggregate amount equal to the
        amount of such Lender's Commitment. Amounts borrowed under this
        Section 2.01 and repaid or prepaid may not be reborrowed.
  2.02
              **Manner
                  of Borrowing**
  (a)
              The
                  Borrower shall deliver to the Administrative Agent a duly completed
                  Notice
                  of Borrowing not later than 11:00 a.m. three (3) Business Days
                  prior to
                  the requested date of the Loan. The Notice of Borrowing shall specify
                  the
                  requested date of borrowing (the "**Borrowing
                  Date**")
                  which shall be a Business Day during the Availability
                  Period.
  (b)
              Following
                  receipt of the Notice of Borrowing, the Administrative Agent shall
                  promptly notify each Lender of the amount of its Applicable Percentage
                  of
                  the Loan. Each Lender shall make the amount of its portion of the
                  Loan
                  available to the Administrative Agent in immediately available
                  funds not
                  later than 11:00 a.m. on the Business Day specified in the Notice
                  of
                  Borrowing by wire transfer of such funds to the Administrative
                  Agent. Upon
                  satisfaction of the applicable conditions set forth in Section 4.01,
                  the Administrative Agent shall make all funds so received available
                  to the
                  Borrower in like funds as received by the Administrative Agent
                  by wire
                  transfer of such funds in accordance with instructions provided
                  to (and
                  reasonably acceptable to) the Administrative Agent by the Borrower
                  in the
                  Notice of Borrowing. Any payments made to the Administrative Agent
                  shall
                  be made to the following account:
  BANK
                  OF AMERICA N.A. - NEW YORKSWIFT:
              BOFAUS3NABA:
              026009593Account
                  Name:
              BANCO
                  DE CREDITO DEL PERU, LIMA – PERUAccount
                  Number:
              6550443700SWIFT:
              BCPLPEPL


-
            14
            -




(c)
              The
                  Administrative Agent shall promptly notify the Borrower and the
                  Lenders of
                  the Interest Rate applicable to any Interest Period upon determination
                  of
                  such Interest Rate.
  2.03
              **Mandatory****Prepayments**
  (a)
              The
                  Borrower shall, within three (3) Business Days of receipt of the
                  same,
                  apply the net proceeds from each Corporate Bonds Issuance to repay
                  the
                  Loan.
  (b)
              The
                  Borrower shall immediately repay the Loan upon the occurrence of
                  a Change
                  of Control.
  2.04
              **Voluntary
                  Prepayments**
  (a)
              The
                  Borrower may, upon notice to the Administrative Agent, at any time,
                  voluntarily prepay the Loan in whole or in part*provided*that (i) such notice must be received, except with respect to
                  payments under Section 2.13, by the Administrative Agent not later
                  than
                  11:00 a.m. ten (10) Business Days prior to any date of prepayment
                  (the "**Prepayment
                  Date**"),
                  (ii) any prepayment shall be in a minimum principal amount of
                  $1,000,000 or a whole multiple of $1,000,000 in excess thereof
                  and
                  (iii) any prepayment, other than a prepayment pursuant to
                  Sections 2.13, 3.02, 3.03(b) and 3.06, is subject to payment of a
                  prepayment fee as follows: (A) 0.4% of the principal amount of the
                  Loan prepaid on such Prepayment Date, if the Prepayment Date occurs
                  on or
                  before the first anniversary of the Closing Date, (B) 0.3% of the
                  principal amount of the Loan prepaid on such Prepayment Date, if
                  the
                  Prepayment Date occurs after the first anniversary of the Closing
                  Date and
                  on or before the second anniversary of the Closing Date and (C) 0.2%
                  of the principal amount of the Loan prepaid on such Prepayment
                  Date, if
                  the Prepayment Date occurs after the second anniversary of the
                  Closing
                  Date and before the Maturity Date.
  Each
        such
        notice referred to in Section 2.03 or 2.04(a) shall specify the date and
        amount of such prepayment. The Administrative Agent will promptly notify
        each
        Lender of its receipt of each such notice and of the amount of such Lender's
        Applicable Percentage of such prepayment. If such notice is given by the
        Borrower, the Borrower shall make such prepayment, and the payment amount
        specified in such notice shall be due and payable on the date specified therein.
  (b)
              Any
                  prepayment of the Loan under Section 2.03 or 2.04 shall (i) be
                  applied (A) in the case of Section 2.03 ratably to the remaining
                  amortization installments required under Section 2.06 and, in the
                  case of Section 2.04(a), as determined by the Borrower and
                  (B) to the Lenders in accordance with their respective Applicable
                  Percentages and (ii) be accompanied by all accrued interest on the
                  amount prepaid together with any additional amounts required pursuant
                  to
                  Section 3.05.
  2.05
              **Mandatory
                  Termination of Commitments**
  The
        Commitment of each Lender shall terminate at 5:00 p.m. last day of the
        Availability Period.


-
            15
            -




2.06
              **Repayment
                  of Loan**
  The
        Borrower agrees to repay the principal amount of the Loan in twenty equal
        installments on each Payment Date; *provided* that the
        final installment shall in any event be equal to the aggregate unpaid principal
        amount of the Loan then outstanding. Prepayments of the Loan made pursuant
        to
        this Agreement shall reduce such installments as provided herein.
  2.07
              **Interest**
  (a)
              Subject
                  to the provisions of clause(b)below,
                  the Loan shall bear interest on the outstanding principal amount
                  thereof
                  from the Borrowing Date at a rate per annum equal to the Interest
                  Rate
                  plus the Applicable Margin.
  (b)
              If
                  any amount of any Obligation is not paid when due (without regard
                  to any
                  applicable grace periods), whether at stated maturity, by acceleration
                  or
                  otherwise, such amount shall thereafter bear interest at the Default
                  Rate
                  to the fullest extent permitted by applicable
                  Laws.
  (c)
              Interest
                  on the Loan shall be due and payable in arrears on each Payment
                  Date and
                  at such other times as may be specified herein. Accrued and unpaid
                  interest on past due amounts shall be due and payable upon demand.
                  Interest hereunder shall be due and payable in accordance with
                  the terms
                  hereof before and after judgment, and before and after the commencement
                  of
                  any proceeding under any debtor relief
                  law.
  2.08
              **Fees**
  (a)
              *Fee
                  Letters*
  The
        Borrower shall pay to the Administrative Agent and the Collateral Agent for
        their own respective accounts fees in the amounts and at the times specified
        in
        the Fee Letters.
  (b)
              *Syndication
                  Fee*
  The
        Borrower shall pay to the Administrative Agent for the account of the Lenders,
        on the Closing Date, a syndication fee in an amount equal to:
  (i)
              0.350%
                  (plus applicable VAT) of the Commitment of each Lender whose portion
                  of
                  the Loan is greater than or equal to
                  US$100,000,000;
  (ii)
              0.275%
                  (plus applicable VAT) of the Commitment of each Lender whose portion
                  of
                  the Loan is greater than or equal to US$65,000,000, but less than
                  US$100,000,000;
  (iii)
              0.225%
                  (plus applicable VAT) of the Commitment of each Lender whose portion
                  of
                  the Loan is greater than or equal to US$40,000,000, but less than
                  US$65,000,000; and
  (iv)
              0.175%
                  (plus applicable VAT) of the Commitment of each Lender whose portion
                  of
                  the Loan is less than
                  US$40,000,000.


-
            16
            -




(c)
              *General*
  Such
        fees
        under clause (a) and (b) above shall be fully earned when paid and shall
        not be refundable for any reason whatsoever.
  2.09
              **Computation
                  of Interest and Fees**
  All
        computations of the Interest Rate shall be made on the basis of a 360-day
        year
        and actual days elapsed. Interest shall accrue on the Loan for the day on
        which
        the Loan is made, and shall not accrue on the Loan, or any portion thereof,
        for
        the day on which the Loan or such portion is repaid. Each determination by
        the
        Administrative Agent of an interest rate or fee hereunder shall be conclusive
        and binding for all purposes, absent manifest error.
  2.10
              **Promissory
                  Notes**
  That
        portion of the Loan made by each Lender shall be evidenced by a single Note
        payable to the order of such Lender.
  2.11
              **Payments
                  Generally; Administrative Agent's
                  Clawback**
  (a)
              *General*
  All
        payments to be made by the Borrower shall be made without condition or deduction
        for any counterclaim, defense, recoupment or setoff. Except as otherwise
        expressly provided herein, all payments by the Borrower hereunder shall be
        made
        to the Administrative Agent, for the account of the respective Lenders to
        which
        such payment is owed, at the Administrative Agent's Office in Dollars and
        in
        immediately available funds not later than 11:00 a.m. on the date specified
        herein. The Administrative Agent will promptly distribute to each Lender
        its
        Applicable Percentage (or other applicable share as provided herein) of such
        payment in like funds as received by wire transfer to such Lender's Lending
        Office. All payments received by the Administrative Agent after 11:00 a.m.
        shall be deemed received on the next succeeding Business Day and any applicable
        interest or fee shall continue to accrue. If any payment to be made by the
        Borrower shall come due on a day other than a Business Day, payment shall
        be
        made on the next following Business Day, and such extension of time shall
        be
        reflected in computing interest or fees, as the case may be.
  (b)
              *Funding
                  by Lenders; Presumption by Administrative
                  Agent*
  Unless
        the Administrative Agent shall have received notice from a Lender prior to
        the
        proposed date of the Loan that such Lender will not make available to the
        Administrative Agent such Lender's share of the Loan, the Administrative
        Agent
        may assume that such Lender has made such share available on such date in
        accordance with Section 2.02 and may, in reliance upon such assumption,
        make available to the Borrower a corresponding amount. In such event, if
        a
        Lender has not in fact made its share of the Loan available to the
        Administrative Agent, then the applicable Lender and the Borrower severally
        agree to pay to the Administrative Agent forthwith on demand such corresponding
        amount in immediately available funds with interest thereon, for each day
        from
        and including the date such amount is made available to the Borrower to but
        excluding the date of payment to the Administrative Agent, at (i) in the
        case of a payment to be made by such Lender, the greater of the Federal Funds
        Rate and a rate determined by the Administrative Agent in accordance with
        banking industry rules on interbank compensation and (ii) in the case of a
        payment to be made by the Borrower, the interest rate applicable to the Loan.
        If
        the Borrower and such Lender shall pay such interest to the Administrative
        Agent
        for the same or an overlapping period, the Administrative Agent shall promptly
        remit to the Borrower the amount of such interest paid by the Borrower for
        such
        period. If such Lender pays its share of the Loan to the Administrative Agent,
        then the amount so paid shall constitute such Lender's Loan. Any payment
        by the
        Borrower shall be without prejudice to any claim the Borrower may have against
        a
        Lender that shall have failed to make such payment to the Administrative
        Agent.


-
            17
            -




(c)
              *Payments
                  by Borrower; Presumptions by Administrative
                  Agent*
  Unless
        the Administrative Agent shall have received notice from the Borrower prior
        to
        the date on which any payment is due to the Administrative Agent for the
        account
        of the Lenders that the Borrower will not make such payment, the Administrative
        Agent may assume that the Borrower has made such payment on such date in
        accordance herewith and may, in reliance upon such assumption, distribute
        to the
        Lenders the amount due. In such event, if the Borrower has not in fact made
        such
        payment, then each of the Lenders severally agrees to repay to the
        Administrative Agent forthwith on demand the amount so distributed to such
        Lender, in immediately available funds with interest thereon, for each day
        from
        and including the date such amount is distributed to it to but excluding
        the
        date of payment to the Administrative Agent, at the greater of the Federal
        Funds
        Rate and a rate determined by the Administrative Agent in accordance with
        banking industry rules on interbank compensation.
  A
        notice
        of the Administrative Agent to any Lender or the Borrower with respect to
        any
        amount owing under this clause 2.11(c) shall be conclusive, absent manifest
        error.
  (d)
              *Failure
                  to Satisfy Conditions
                  Precedent*
  If
        any
        Lender makes available to the Administrative Agent funds for that portion
        of the
        Loan to be made by such Lender as provided in the foregoing provisions of
        this
        Article II, and such funds are not made available to the Borrower by the
        Administrative Agent because the conditions to making the Loan set forth
        in
        Article IV are not satisfied or waived in accordance with the terms hereof,
        the Administrative Agent shall return such funds (in like funds as received
        from
        such Lender) to such Lender, without interest.
  (e)
              *Obligations
                  of Lenders Several*
  The
        obligations of the Lenders hereunder to make the Loan and to make payments
        pursuant to Section 11.04(c) are several and not joint. The failure of any
        Lender to make its portion of the Loan or to make any payment under
        Section 11.04(c) on any date required hereunder shall not relieve any other
        Lender of its corresponding obligation to do so on such date, and no Lender
        shall be responsible for the failure of any other Lender to so make its portion
        of the Loan, to purchase its participation or to make its payment under
        Section 11.04(c).


-
            18
            -




(f)
              *Funding
                  Source*
  Nothing
        herein shall be deemed to obligate any Lender to obtain the funds for the
        Loan
        in any particular place or manner or to constitute a representation by any
        Lender that it has obtained or will obtain the funds for the Loan in any
        particular place or manner.
  2.12
              **Sharing
                  of Payments by Lenders**
  If
        any
        Lender shall, by exercising any right of setoff or counterclaim or otherwise,
        obtain payment in respect of any principal of or interest on that portion
        of the
        Loan made by it resulting in such Lender receiving payment of a proportion
        of
        the aggregate amount of that portion of the Loan and accrued interest thereon
        greater than its pro rata share thereof as provided herein (but not including
        any disproportionate payment received by a Lender pursuant to
        Section 3.02), then the Lender receiving such greater proportion shall
        (a) notify the Administrative Agent of such fact and (b) purchase (for
        cash at face value) participations in the Loan of the other Lenders, or make
        such other adjustments as shall be equitable, so that the benefit of all
        such
        payments shall be shared by the Lenders ratably in accordance with the aggregate
        amount of principal of and accrued interest on their respective portions
        of the
        Loan and other amounts owing them, *provided* that:
  (i)
              if
                  any such participations are purchased and all or any portion of
                  the
                  payment giving rise thereto is recovered, such participations shall
                  be
                  rescinded and the purchase price restored to the extent of such
                  recovery,
                  without interest; and
  (ii)
              the
                  provisions of this Section shall not be construed to apply to (a) any
                  payment made by the Borrower pursuant to and in accordance with
                  the
                  express terms of this Agreement or (b) any payment obtained by a
                  Lender as consideration for the assignment of or sale of a participation
                  in any of its portion of the Loan or to any assignee or participant,
                  other
                  than to the Borrower (as to which the provisions of this Section
                  shall
                  apply).
  The
        Borrower consents to the foregoing and agrees, to the extent it may effectively
        do so under applicable law, that any Lender acquiring a participation pursuant
        to the foregoing arrangements may exercise against the Borrower rights of
        setoff
        and counterclaim with respect to such participation as fully as if such Lender
        were a direct creditor of the Borrower in the amount of such
        participation.
  2.13
              **Pledged
                  Securities**
  (a)
              As
                  a condition precedent to the availability of the Loan, the Guarantor
                  has
                  agreed to grant a pledge in favor of the Collateral Agent (acting
                  on
                  behalf of the Lenders) over the ADRs owned by the Guarantor (the
                  "**Pledged
                  Securities**")
                  in accordance with and as contemplated by this Agreement and the
                  Pledge
                  Agreement in order to secure the payment and performance of the
                  Obligations.
  (b)
              The
                  Guarantor shall deliver to the Collateral Agent on or before the
                  Closing
                  Date Pledged Securities ("**Delivered
                  Securities**")
                  consisting of 10,565,130 common shares of the Borrower represented
                  by
                  ADRs, which have a Market Value equal to at least 1.25 times the
                  outstanding principal amount of the Loan as of the Borrowing
                  Date.


-
            19
            -




(c)
              The
                  Administrative Agent shall determine the Market Value of the Delivered
                  Securities on each Business Day (each a "**Test
                  Date**")
                  and if, at the time of such review, the Market Value of the Delivered
                  Securities is less than 1.25 times the outstanding principal amount
                  of the
                  Loan on such date minus Delivered Cash, provide prompt notice of
                  such
                  Market Value to the Guarantor and the Lenders (the date such notice
                  is
                  received by the Guarantor, the "**Notice
                  Date**").
  (d)
              If,
                  at the time of such review as in (c)
                  above:
  (i)
              the
                  Market Value of the Delivered Securities is less than 1.25 times
                  the
                  outstanding principal amount of the Loan on the applicable Test
                  Date minus
                  Delivered Cash, the Guarantor shall within ten (10) Business Days
                  of the
                  applicable Notice Date, deliver sufficient additional Pledged Securities
                  to the Collateral Agent to ensure that the Market Value of the
                  Delivered
                  Securities determined on a pro forma basis as of such Test Date
                  is at
                  least 1.50 times the outstanding principal amount of the Loan on
                  such Test
                  Date minus Delivered Cash, and to provide notice of the same to
                  the
                  Administrative Agent.
  (ii)
              the
                  Market Value of the Delivered Securities is greater than 1.50 times
                  the
                  outstanding principal amount of the Loan on such Test Date minus
                  Delivered
                  Cash, upon request by the Borrower, not more than once in any fiscal
                  quarter, and*provided*that (i) no Default or Event of Default has occurred and is
                  continuing, and (ii) at the time of such request, the Market Value of
                  the Delivered Securities remains above 1.50 times the outstanding
                  principal amount of the Loan minus Delivered Cash, the Collateral
                  Agent
                  shall release to the Guarantor, such amount of Delivered Securities
                  or
                  Delivered Cash (as elected by the Guarantor) as is sufficient to
                  reduce
                  the Market Value of the Pledged Securities determined on a pro
                  forma basis
                  as of such Test Date to an amount equal to at least 1.50 times
                  the
                  outstanding principal amount of the Loan on such Test Date minus
                  Delivered
                  Cash;
  (e)
              Notwithstanding
                  anything in clause (d) above, the Borrower may, at any time, in lieu
                  of the Guarantor delivering additional Pledged Securities, (i)
                  prepay the
                  Loan or (ii) deliver cash collateral to the Collateral Agent pursuant
                  to
                  collateral arrangements acceptable to the Required Lenders ("**Delivered
                  Cash**"),
                  in each case, in an amount sufficient to ensure that the Market
                  Value of
                  the Delivered Securities is equal to at least 1.50 times the outstanding
                  principal amount of the Loan at such time minus Delivered Cash.
                  Any
                  prepayment under this clause (e) shall not be deemed to be a
                  voluntary prepayment for the purpose of
                  Section 2.04(a).


-
            20
            -




**ARTICLE
        III**
  **TAXES,
          YIELD PROTECTION AND ILLEGALITY**
  3.01
              **Taxes**
  (a)
              *Payments
                  Free of Taxes*
  Any
        and
        all payments by or on account of any obligation of the Borrower or Guarantor
        hereunder or under any other Loan Document shall be made free and clear of
        and
        without reduction or withholding for any Indemnified Taxes or Other Taxes, *provided* that if
        the Borrower or the Guarantor shall be required by applicable law to deduct
        any
        Indemnified Taxes (including any Other Taxes) from such payments, then
        (i) the sum payable shall be increased as necessary so that after making
        all such required deductions (including deductions for Indemnified Taxes
        or
        Other Taxes applicable to additional sums payable under this Section) the
        Administrative Agent or Lender, as the case may be, receives an amount equal
        to
        the sum it would have received had no such deductions been made, (ii) the
        Borrower or, as the case may be, the Guarantor shall make such deductions
        and
        (iii) the Borrower or, as the case may be, the Guarantor shall timely pay
        the full amount deducted to the relevant Governmental Authority in accordance
        with applicable law.
  (b)
              *Payment
                  of Other Taxes by the Borrower*
  Without
        limiting the provisions of clause 3.01(a) above, the Borrower or, as the
        case may be, the Guarantor shall timely pay any Other Taxes to the relevant
        Governmental Authority in accordance with applicable law.
  (c)
              *Indemnification
                  by the Borrower or Guarantor*
  The
        Borrower or, as the case may be, the Guarantor shall indemnify the
        Administrative Agent and each Lender, within ten (10) days after demand
        therefor, for the full amount of any Indemnified Taxes or Other Taxes (including
        Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
        amounts payable under this Section) paid by the Administrative Agent or such
        Lender, as the case may be, and any penalties, interest and reasonable expenses
        arising therefrom or with respect thereto, whether or not such Indemnified
        Taxes
        or Other Taxes were correctly or legally imposed or asserted by the relevant
        Governmental Authority. A certificate as to the amount of such payment or
        liability delivered to the Borrower or, as the case may be, the Guarantor
        by a
        Lender (with a copy to the Administrative Agent), or by the Administrative
        Agent
        on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
        error, *provided* that,
        such certificate sets forth with reasonable specificity, the basis for the
        amount owing.
  (d)
              *Evidence
                  of Payments*
  As
        soon
        as practicable after any payment of Indemnified Taxes or Other Taxes by the
        Borrower or, as the case may be, the Guarantor to a Governmental Authority,
        the
        Borrower or, as the case may be, the Guarantor shall deliver to the
        Administrative Agent the original or a certified copy of a receipt issued
        by
        such Governmental Authority evidencing such payment, a copy of the return
        reporting such payment or other evidence of such payment reasonably satisfactory
        to the Administrative Agent.
  (e)
              *Status
                  of Lenders*
  Any
        Lender that is entitled to an exemption from or reduction of withholding
        tax
        under the law of the jurisdiction in which the Borrower or, as the case may
        be,
        the Guarantor is resident for tax purposes, or any treaty to which such
        jurisdiction is a party, with respect to payments hereunder or under any
        other
        Loan Document shall deliver to the Borrower or, as the case may be, the
        Guarantor (with a copy to the Administrative Agent), at the time or times
        prescribed by applicable law or reasonably requested by the Borrower, the
        Guarantor or the Administrative Agent, such properly completed and executed
        documentation prescribed by applicable law as will permit such payments to
        be
        made without withholding or at a reduced rate of withholding.
  -
            21
            -
  (f)
              *Treatment
                  of Certain Refunds*
  If
        the
        Administrative Agent or any Lender determines, in its sole discretion, that
        it
        has received a refund of any Taxes or Other Taxes as to which it has been
        indemnified by the Borrower or, as the case may be, the Guarantor or with
        respect to which the Borrower has paid additional amounts pursuant to this
        Section, it shall pay to the Borrower or, as the case may be, the Guarantor
        an
        amount equal to such refund (but only to the extent of indemnity payments
        made,
        or additional amounts paid, by the Borrower or, as the case may be, the
        Guarantor under this Section with respect to the Taxes or Other Taxes
        giving rise to such refund), net of all out-of-pocket expenses of the
        Administrative Agent or such Lender, as the case may be, and without interest
        (other than any interest paid by the relevant Governmental Authority with
        respect to such refund), *provided* that the
        Borrower or, as the case may be, the Guarantor, upon the request of the
        Administrative Agent or such Lender, agrees to repay the amount paid over
        to the
        Borrower or, as the case may be, the Guarantor (plus any penalties, interest
        or
        other charges imposed by the relevant Governmental Authority) to the
        Administrative Agent or such Lender in the event the Administrative Agent
        or
        such Lender is required to repay such refund to such Governmental Authority.
        This clause shall not be construed to require the Administrative Agent or
        any
        Lender to make available its tax returns (or any other information relating
        to
        its taxes that it deems confidential) to the Borrower or, as the case may
        be,
        the Guarantor or any other Person.
  (g)
              *Value
                  Added Tax*
  (i)
              all
                  amounts set out, or expressed to be payable under a Loan Document
                  by any
                  Party to an Agent or a Lender which (in whole or in part) constitute
                  the
                  consideration for VAT purposes shall be deemed to be exclusive
                  of any VAT
                  which is chargeable on such supply, and accordingly, if VAT is
                  chargeable
                  on such supply made by any Agent or Lender to any Party under a
                  Loan
                  Document, that Party shall pay to such Agent or Lender (in addition
                  to and
                  at the same time as paying the consideration) an amount equal to
                  the
                  amount of the VAT; and
  (ii)
              where
                  a Loan Document requires any Party to reimburse an Agent or a Lender
                  for
                  any costs or expenses, that Party shall also at the same time pay
                  and
                  indemnify such Agent or Lender against all VAT incurred by that
                  Agent or
                  Lender in respect of those costs or
                  expenses.
  3.02
              **Illegality**
  If
        any
        Lender determines at any time that any Law or any change therein or in the
        interpretation or application thereof makes or will make it unlawful for
        such
        Lender or its applicable Lending Office to make, maintain or fund its portion
        of
        the Loan, then such Lender shall give notice of such determination (including
        explanations) to the Borrower (with a copy to the Administrative Agent),
        whereupon the Borrower shall prepay the outstanding portion of the Loan of
        such
        Lender in full on the Payment Date immediately succeeding the date when such
        notice is given (or on such earlier date as such Lender determines and certifies
        to be necessary in order to enable it to comply with such Law or restriction),
        together with interest accrued to the date of prepayment on such Loan and
        all
        other amounts then payable to such Lender by the Borrower hereunder; *provided* that
        before giving any such notice, such Lender agrees to use reasonable efforts
        (consistent with its internal policy and legal and regulatory restrictions)
        to
        designate a different Lending Office if such designation (a) would allow
        such Lender to make and maintain its portion of the Loan hereunder and
        (b) would not subject such Lender to any unreimbursed cost or expense and
        would not, in the judgment of such Lender, be otherwise disadvantageous to
        such
        Lender, and the Borrower shall pay all reasonable costs and expenses incurred
        by
        such Lender in connection with any such designation of a different Lending
        Office.
  -
            22
            -
  3.03
              **Inability
                  to Determine Rates**
  (a)
              If
                  prior to the commencement of any Interest Period the Required Lenders
                  determine (which determination shall be conclusive absent manifest
                  error)
                  that for any reason in connection with the Loan that (a) Dollar
                  deposits are not being offered to banks in the London interbank
                  market for
                  the applicable amount for such Interest Period, (b) adequate and
                  reasonable means do not exist for determining the Interest Rate
                  for such
                  Interest Period, or (c) the Interest Rate for such Interest Period
                  does not adequately and fairly reflect the cost to such Lenders
                  of funding
                  the Loan, the Administrative Agent will promptly so notify the
                  Borrower
                  and each Lender. Thereafter, if such notice is given prior to the
                  Borrowing Date, the obligation of the Lenders to make or maintain
                  the Loan
                  shall be suspended until the Administrative Agent (upon the instruction
                  of
                  the Required Lenders) revokes such
                  notice.
  (b)
              If
                  any such notice is given after the Borrowing Date, the Borrower
                  and the
                  Required Lenders shall enter into negotiations in good faith with
                  a view
                  to establishing a satisfactory alternative basis for computing
                  interest on
                  the Loan (or any portion thereof) for such Interest Period. If
                  the
                  Required Lenders and the Borrower agree in writing upon such an
                  alternative basis on or before the thirtieth day after such notice
                  is
                  given to the Borrower, and the Administrative Agent has received
                  confirmation from its Perú counsel that such alternative basis has
                  received all necessary governmental approvals and consents, interest
                  shall
                  accrue on the Loan (or such portion thereof) during such Interest
                  Period
                  in accordance with such alternative
                  basis.
  (c)
              If
                  the Required Lenders and the Borrower fail to agree on such alternative
                  basis on or before such thirtieth day, the Administrative Agent
                  shall
                  forthwith give notice of such failure to the Borrower and the Lenders
                  and
                  the Borrower may elect to prepay the Loan pursuant to
                  Section 2.04(a). If no such election is made by the Borrower, as soon
                  as practicable after receipt of such notice, the Required Lenders
                  shall
                  agree upon an alternative basis for computing interest on the Loan
                  (or any
                  portion thereof) for such Interest Period, and the Administrative
                  Agent
                  shall promptly notify the Borrower of such alternative basis, and
                  interest
                  shall accrue on the Loan (or any portion thereof) during such Interest
                  Period at such alternative basis;*provided,
                  however*,
                  that if the Required Lenders fail to agree upon such alternative
                  basis
                  within ten (10) days after receipt of the above notice, each Lender
                  shall
                  notify the Administrative Agent and the Borrower of the rate of
                  interest
                  that such Lender determines is equal to the sum of the Applicable
                  Margin
                  and the effective cost (expressed as an annual rate) to such Lender
                  of
                  funding such Lender's portion of the Loan (or any portion thereof)
                  for
                  such Interest Period, and interest shall accrue on such Lender's
                  portion
                  of the Loan (or any portion thereof) during such Interest Period
                  at the
                  rate set forth in such notice.
  -
            23
            -
  3.04
              **Increased
                  Costs; Reserves on the
                  Loan**
  (a)
              *Increased
                  Costs Generally*
  If
        any
        Change in Law shall:
  (i)
              impose,
                  modify or deem applicable any reserve, special deposit, compulsory
                  loan,
                  insurance charge or similar requirement against assets of, deposits
                  with
                  or for the account of, or credit extended or participated in by,
                  any
                  Lender (except any reserve requirement contemplated by
                  Section 3.04(e);
  (ii)
              subject
                  any Lender to any tax of any kind whatsoever with respect to this
                  Agreement or that portion of the Loan made by it, or change the
                  basis of
                  taxation of payments to such Lender in respect thereof (except
                  for
                  Indemnified Taxes or Other Taxes covered by Section 3.01 and the
                  imposition of, or any change in the rate of, any Excluded Tax payable
                  by
                  such Lender); or
  (iii)
              impose
                  on any Lender or the London interbank market any other condition,
                  cost or
                  expense affecting this Agreement or that portion of the Loan made
                  by such
                  Lender or participation therein;
  and
        the
        result of any of the foregoing shall be to increase the cost to such Lender
        of
        making or maintaining its portion of the Loan (or of maintaining its obligation
        to make such portion of the Loan) or to reduce the amount of any sum received
        or
        receivable by such Lender hereunder (whether of principal, interest or any
        other
        amount), then, upon request of such Lender, the Borrower will pay to such
        Lender
        such additional amount or amounts as will compensate such Lender for such
        additional costs incurred or reduction suffered.
  (b)
              *Capital
                  Requirements*
  If
        any
        Lender determines that any Change in Law affecting such Lender or any Lending
        Office of such Lender or such Lender's holding company, if any, regarding
        capital requirements has or would have the effect of reducing the rate of
        return
        on such Lender's capital or on the capital of such Lender's holding company,
        if
        any, as a consequence of this Agreement, the Commitments of such Lender or
        that
        portion of the Loan made by such Lender to a level below that which such
        Lender
        or such Lender's holding company could have achieved but for such Change
        in Law
        (taking into consideration such Lender's policies and the policies of such
        Lender's holding company with respect to capital adequacy), then from time
        to
        time the Borrower will pay to such Lender such additional amount or amounts
        as
        will compensate such Lender or such Lender's holding company for any such
        reduction suffered.
  (c)
              *Certificates
                  for Reimbursement*
  A
        certificate of a Lender setting forth the amount or amounts necessary to
        compensate such Lender or its holding company, as the case may be, as specified
        in clause 3.04(a) or 3.04(b) of this Section and delivered to the Borrower
        shall be conclusive absent manifest error. The Borrower shall pay such Lender
        the amount shown as due on any such certificate within ten (10) days after
        receipt thereof.
  -
            24
            -
  (d)
              *Delay
                  in Requests*
  Failure
        or delay on the part of any Lender to demand compensation pursuant to the
        foregoing provisions of this Section shall not constitute a waiver of such
        Lender's right to demand such compensation, *provided* that the
        Borrower shall not be required to compensate a Lender pursuant to the foregoing
        provisions of this Section for any increased costs incurred or reductions
        suffered more than nine months prior to the date that such Lender notifies
        the
        Borrower of the Change in Law giving rise to such increased costs or reductions
        and of such Lender's intention to claim compensation therefor (except that,
        if
        the Change in Law giving rise to such increased costs or reductions is
        retroactive, then the nine-month period referred to above shall be extended
        to
        include the period of retroactive effect thereof).
  (e)
              *Reserves
                  on Loan*
  The
        Borrower shall pay to each Lender, as long as such Lender shall be required
        to
        maintain reserves with respect to liabilities or assets consisting of or
        including Eurocurrency funds or deposits (currently known as " **Eurocurrency
        liabilities** "),
        additional interest on the unpaid principal amount of the Loan equal to the
        actual costs of such reserves allocated to the Loan by such Lender (as
        determined by such Lender in good faith, which determination shall be conclusive
        absent manifest error), which shall be due and payable on each date on which
        interest is payable on the Loan, provided the Borrower shall have received
        at
        least ten (10) days' prior notice (with a copy to the Administrative Agent)
        of
        such additional interest from such Lender. If a Lender fails to give notice
        ten
        (10) days prior to the relevant Interest Payment Date, such additional interest
        shall be due and payable ten (10) days from receipt of such notice.
  3.05
              **Compensation
                  for Losses**
  Upon
        demand of any Lender (with a copy to the Administrative Agent) from time
        to
        time, the Borrower shall promptly compensate such Lender for and hold such
        Lender harmless from any loss, cost or expense incurred by it as a result
        of:
  (a)
              any
                  payment or prepayment of the Loan on a day other than a Payment
                  Date
                  (whether voluntary, mandatory, automatic, by reason of acceleration
                  or
                  otherwise);
  (b)
              any
                  failure by the Borrower (for a reason other than the failure of
                  such
                  Lender to make a Loan) to prepay or borrow the Loan on the date
                  or in the
                  amount notified by the Borrower; or
  (c)
              any
                  assignment of the Loan or any portion thereof on a day other than
                  a
                  Payment Date as a result of a request by the Borrower pursuant
                  to
                  Section 11.13;
  excluding
        any loss of anticipated profits but including any loss or expense arising
        from
        the liquidation or reemployment of funds obtained by it to maintain the Loan
        or
        from fees payable to terminate the deposits from which such funds were obtained.
        The Borrower shall also pay any customary administrative fees charged by
        such
        Lender in connection with the foregoing.
  For
        purposes of calculating amounts payable by the Borrower to the Lenders under
        this Section 3.05, each Lender shall be deemed to have funded that portion
        of the Loan made by it at the Interest Rate for the Loan by a matching deposit
        or other borrowing in the London interbank market for a comparable amount
        and
        for a comparable period, whether or not such portion of the Loan was in fact
        so
        funded.
  -
            25
            -
  3.06
              **Mitigation
                  Obligations; Replacement of
                  Lenders**
  (a)
              *Designation
                  of a Different Lending Office*
  If
        any
        Lender requests compensation under Section 3.01, or the Borrower is
        required to pay any additional amount to any Lender or any Governmental
        Authority for the account of any Lender pursuant to Section 3.01, or if any
        Lender gives a notice pursuant to Section 3.02 or 3.04, then such Lender
        shall use reasonable efforts to designate a different Lending Office for
        funding
        or booking its portion of the Loan hereunder or to assign its rights and
        obligations hereunder to another of its offices, branches or affiliates,
        if, in
        the judgment of such Lender, such designation or assignment (i) would
        eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as
        the case may be, in the future, or eliminate the need for the notice pursuant
        to
        Section 3.02, as applicable, and (ii) in each case, would not subject
        such Lender to any unreimbursed cost or expense and would not otherwise be
        disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
        costs and expenses incurred by any Lender in connection with any such
        designation or assignment.
  (b)
              *Replacement
                  of Lenders*
  If
        any
        Lender requests compensation under Section 3.01 (in connection with an
        Indemnified Tax arising from a Change in Law), 3.02 or 3.04, or if the Borrower
        is required to pay any additional amount to any Lender or any Governmental
        Authority for the account of any Lender pursuant to Section 3.01, the
        Borrower may replace such Lender in accordance with
        Section 11.13.
  3.07
              **Survival**
  All
        of
        the Borrower's obligations under this Article III shall survive termination
        of this Agreement and repayment of all other Obligations hereunder.
  **ARTICLE
        IV**
 **CONDITIONS
          PRECEDENT TO THE CLOSING DATE**
  4.01
              **Initial
                  Conditions**
  The
        obligation of each Lender to make its portion of the Loan is subject to
        satisfaction (or waiver in accordance with Section 11.01) of the following
        conditions precedent on or prior to the date of such Loan:
  (a)
              The
                  Administrative Agent's or the Collateral Agent's receipt of the
                  following,
                  each of which shall be telecopies or pdf (followed promptly by
                  originals)
                  unless otherwise specified, each properly executed by a Responsible
                  Officer of the Borrower, each dated the Closing Date (or, in the
                  case of
                  certificates of governmental officials, a recent date before the
                  Closing
                  Date) and each in form and substance satisfactory to the Administrative
                  Agent and each of the Lenders:
  -
            26
            -
  (i)
              executed
                  counterparts of this Agreement and the Pledge Agreement, sufficient
                  in
                  number for distribution to the Agents, each Lender and the
                  Borrower;
  (ii)
              a
                  Note executed by the Borrower in favor of each
                  Lender;
  (iii)
              such
                  certificates of resolutions or other action, incumbency certificates
                  and/or other certificates of Responsible Officers of each of the
                  Borrower
                  and the Guarantor as the Administrative Agent may require evidencing
                  the
                  identity, authority and capacity of each Responsible Officer thereof
                  authorized to act as a Responsible Officer in connection with this
                  Agreement and the other Loan Documents to which the Borrower, or
                  as the
                  case may be, the Guarantor is a
                  party;
  (iv)
              such
                  documents and certifications as the Administrative Agent may reasonably
                  require to evidence that each of the Borrower and the Guarantor
                  is duly
                  organized or formed, and that each of the Borrower and the Guarantor
                  is
                  validly existing, in good standing and qualified to engage in business
                  in
                  its jurisdiction of organization or formation and any other jurisdiction
                  where its ownership, lease or operation of properties or the conduct
                  of
                  its business requires such qualification, except to the extent
                  that
                  failure to do so could not reasonably be expected to have a Material
                  Adverse Effect;
  (v)
              a
                  favorable opinion of internal counsel to each of the Borrower and
                  the
                  Guarantor, addressed to the Agents and each Lender, as to such
                  matters
                  concerning the Borrower and the Guarantor and the Loan Documents
                  as the
                  Administrative Agent may reasonably
                  request;
  (vi)
              an
                  opinion of Milbank, Tweed, Hadley & McCloy LLP, special New York
                  counsel to the Borrower and the Guarantor, and Estudio, Aurelio,
                  Garcia,
                  Sayàn Abogados, special Perú counsel to the Borrower and the Guarantor,
                  each addressed to the Agents and each Lender, as to such matters
                  concerning the Borrower and the Guarantor and the Loan Documents
                  as the
                  Agents may reasonably request;
  (vii)
              certificates
                  of a Responsible Officer of each of the Borrower and the Guarantor
                  attaching copies of all consents, licenses and approvals required
                  in
                  connection with the execution, delivery and performance by each
                  of the
                  Borrower and the Guarantor and the validity against each of the
                  Borrower
                  and the Guarantor of the Loan Documents to which it is a party,
                  and such
                  consents, licenses and approvals shall be in full force and
                  effect;
  (viii)
              a
                  certificate of the Borrower signed by a Responsible Officer thereof
                  certifying as to the matters set forth in
                  Section 4.02:
  (ix)
              a
                  duly completed Compliance Certificate of the Borrower as of the
                  last day
                  of the fiscal quarter ended on March 31, 2008, signed by a Responsible
                  Officer of the Borrower;
  (x)
              written
                  evidence that the Process Agent has accepted its appointment referred
                  to
                  in Section 11.14(d);
  -
            27
            -
  (xi)
              an
                  instruction to the Bank of New York as to certain matters relating
                  to the
                  Pledged Securities in a form acceptable to the Borrower and the
                  Administrative Agent; and
  (xii)
              such
                  other assurances, certificates, documents, consents or opinions
                  as the
                  Administrative Agent or the Lenders reasonably may
                  require.
  (b)
              The
                  Borrower shall have executed and delivered the Fee Letters to the
                  Administrative Agent and the Collateral Agent and any fees required
                  thereunder to be paid on or before the Closing Date shall have
                  been
                  paid.
  (c)
              None
                  of the following shall have
                  occurred:
  (i)
              any
                  circumstance, change or condition (including the continuation of
                  any
                  existing condition) in the loan syndication, financial or capital
                  markets
                  generally that, in the Required Lenders’ judgment, could reasonably be
                  expected to materially impair the syndication of the Commitments
                  or the
                  Loan or the collateral to be granted under the Loan
                  Documents;
  (ii)
              any
                  material adverse change or condition in the Republic of Perú or in the
                  financial markets thereof; or
  (iii)
              any
                  material adverse change or condition in the market for loans and
                  debt
                  securities of borrowers or issuers in the Republic of
                  Perú.
  (d)
              The
                  Administrative Agent shall have received such Uniform Commercial
                  Code or
                  similar search reports in each jurisdiction as it shall reasonably
                  request
                  and Pledged Securities in the amount required pursuant to
                  Section 2.13(b) together with undated stock powers executed in blank
                  and evidence that all filings, registrations and recordings required
                  by
                  law or reasonably requested by the Administrative Agent to perfect
                  the
                  Liens created under the Pledge Agreement have been or concurrently
                  are
                  being made.
  (e)
              The
                  Borrower shall have paid all fees, charges and disbursements of
                  counsel to
                  the Agents to the extent invoiced prior to or on the date of the
                  Loan,
                  plus such additional amounts of such fees, charges and disbursements
                  as
                  shall constitute its reasonable estimate of such fees, charges
                  and
                  disbursements incurred or to be incurred by it through the closing
                  proceedings (*provided*that such estimate shall not thereafter preclude a final settling
                  of
                  accounts between the Borrower and the
                  Agents).
  (f)
              The
                  Administrative Agent shall have received a copy of the Reserves
                  Report as
                  of December 31, 2007, which Reserves Report shall evidence compliance
                  with
                  Section 7.13 as of December 31,
                  2007.
  Without
        limiting the generality of the provisions of Section 10.04, for purposes of
        determining compliance with the conditions specified in this Section 4.01,
        each Lender shall be deemed to have consented to, approved or accepted or
        to be
        satisfied with, each document or other matter required thereunder to be
        consented to or approved by or acceptable or satisfactory to a Lender unless
        the
        Administrative Agent shall have received notice from such Lender prior to
        the
        proposed Closing Date specifying its objection thereto.
  -
            28
            -
  4.02
              **Continuing
                  Conditions**
  The
        obligation of each Lender to make its portion of the Loan is subject to the
        satisfaction of the following conditions:
  (a)
              The
                  representations and warranties of the Borrower and the Guarantor
                  contained
                  in Article V or any other Loan Document, or which are contained in
                  any document furnished at any time under or in connection herewith
                  or
                  therewith, are true and correct on and as of the date of the Loan,
                  except
                  to the extent that such representations and warranties specifically
                  refer
                  to an earlier date, in which case they shall be true and correct
                  as of
                  such earlier date;
  (b)
              No
                  Default shall exist, or would result from the Loan or from the
                  application
                  of the proceeds thereof; and
  (c)
              No
                  event of circumstance shall have occurred since the date of the
                  Audited
                  Financial Statements that has had or could be reasonably expected
                  to have,
                  either individually or in the aggregate, a Material Adverse
                  Effect.
  **ARTICLE
        V**
  **REPRESENTATIONS
        AND WARRANTIES**
  Each
        of
        the Borrower and the Guarantor represents and warrants as to itself and the
        Borrower represents and warrants as to its Significant Subsidiaries, or,
        where
        specified herein, each Subsidiary that:
  5.01
              **Existence,
                  Qualification and Power; Compliance with
                  Laws**
  Each
        of
        the Borrower, the Guarantor and its Subsidiaries:
  (a)
              is
                  duly organized or formed, validly existing and in good standing
                  under the
                  Laws of the jurisdiction of its incorporation or
                  organization,
  (b)
              has
                  all requisite power and authority and all requisite governmental
                  licenses,
                  authorizations, consents and approvals to (i) own or lease its assets
                  and carry on its business and (ii) execute, deliver and perform its
                  obligations under the Loan Documents to which it is a
                  party,
  (c)
              is
                  duly qualified and is licensed and in good standing under the Laws
                  of each
                  jurisdiction where its ownership, lease or operation of properties
                  or the
                  conduct of its business requires such qualification or license,
                  and
  (d)
              is
                  in compliance with all Laws applicable to it or its
                  property;
  except
        in
        each case referred to in clause (b)(i), (c) or (d), to the extent that
        failure to do so could not reasonably be expected to have a Material Adverse
        Effect.
  -
            29
            -
  5.02
              **Authorization;
                  No Contravention**
  The
        execution, delivery and performance by the Borrower and the Guarantor of
        each
        Loan Document to which it is a party has been duly authorized by all necessary
        corporate or other organizational action, and does not and will not
        (a) contravene the terms of any of the Borrower's or, as the case may be,
        the Guarantor's Organization Documents; (b) conflict with or result in any
        breach or contravention of, or the creation of any Lien under, or require
        any
        payment to be made under (i) any Contractual Obligation to which the
        Borrower or the Guarantor or any Significant Subsidiary is a party or affecting
        the Borrower, the Guarantor or any Significant Subsidiary or their respective
        property or (ii) any order, injunction, writ or decree of any Governmental
        Authority or any arbitral award to which the Borrower, the Guarantor or any
        Subsidiary or their respective property is subject; or (c) violate any Law
        applicable to it or its property. The Borrower, the Guarantor and each
        Significant Subsidiary is in compliance with all Contractual Obligations
        referred to in clause (b)(i), except to the extent that failure to do so
        could not reasonably be expected to have a Material Adverse Effect.
  5.03
              **Governmental
                  Authorization; Other
                  Consents**
  Except
        as
        set forth on Schedule 5.03, no approval, consent, exemption, authorization,
        or other action by, or notice to, or filing with, any Governmental Authority
        or
        any other Person is necessary or required in connection with the execution,
        delivery or performance by, or enforcement against, the Borrower or the
        Guarantor of this Agreement or any other Loan Document to which it is a
        party.
  5.04
              **Binding
                  Effect**
  This
        Agreement and each other Loan Document to which it is a party has been duly
        executed and delivered by the Borrower and the Guarantor. This Agreement
        and
        each other Loan Document to which it is a party constitutes a legal, valid
        and
        binding obligation of the Borrower and the Guarantor, enforceable against
        the
        Borrower and the Guarantor in accordance with its terms, subject to applicable
        bankruptcy, insolvency, reorganization, moratorium or other laws affecting
        creditors' rights generally and subject to general principles of equity,
        regardless of whether considered in a proceeding in equity or at
        law.
  5.05
              **Financial
                  Statements; No Material Adverse
                  Effect**
  (a)
              The
                  Audited Financial Statements (i) were prepared in accordance with
                  GAAP consistently applied throughout the period covered thereby,
                  except as
                  otherwise expressly noted therein; (ii) fairly present the financial
                  condition of the Borrower and its Subsidiaries as of the date thereof
                  and
                  their results of operations for the period covered thereby in accordance
                  with GAAP consistently applied throughout the period covered thereby,
                  except as otherwise expressly noted therein; and (iii) show all
                  material indebtedness and other material liabilities, direct or
                  contingent, of the Borrower and its Subsidiaries as of the date
                  thereof,
                  including liabilities for taxes, material commitments and
                  Indebtedness.
  (b)
              The
                  unaudited consolidated balance sheet of the Borrower and its Subsidiaries
                  dated March 31, 2008 and the related consolidated statements of
                  income or operations, shareholders' equity and cash flows for the
                  fiscal
                  quarter ended on that date (i) were prepared in accordance with GAAP
                  consistently applied throughout the period covered thereby, except
                  as
                  otherwise expressly noted therein, and (ii) fairly present the
                  financial condition of the Borrower and its Subsidiaries as of
                  the date
                  thereof and their results of operations for the period covered
                  thereby,
                  subject, in the case of paragraphs (i) and (ii), to the absence of
                  footnotes and to normal year-end audit
                  adjustments.
  -
            30
            -
  (c)
              Since
                  the date of the Audited Financial Statements, there has been no
                  event or
                  circumstance, either individually or in the aggregate, that has
                  had or
                  could reasonably be expected to have a Material Adverse
                  Effect.
  5.06
              **Litigation**
  There
        are
        no actions, suits, proceedings, claims or disputes pending or, to the knowledge
        of the Borrower, threatened, at law, in equity, in arbitration or before
        any
        Governmental Authority, by or against the Borrower, the Guarantor or any
        Significant Subsidiary or against any of their respective properties or revenues
        that (a) purport to affect or pertain to this Agreement or any other Loan
        Document, or any of the transactions contemplated hereby, or (b) either
        individually or in the aggregate, if determined adversely, could reasonably
        be
        expected to have a Material Adverse Effect.
  5.07
              **No
                  Default**
  Neither
        the Borrower, the Guarantor nor any Significant Subsidiary is in default
        under
        or with respect to any Contractual Obligation that could, either individually
        or
        in the aggregate, reasonably be expected to have a Material Adverse Effect.
        No
        Default has occurred and is continuing or would result from the consummation
        of
        the transactions contemplated by this Agreement or any other Loan
        Document.
  5.08
              **Ownership
                  of Property; Liens**
  The
        Borrower, the Guarantor and each Significant Subsidiary has good record and
        valid title in all their assets and properties, including the Collateral
        pledged
        by the Guarantor, with such exceptions (other than with respect to the
        Collateral) that could not reasonably be expected to have a Material Adverse
        Effect. The assets and property of the Borrower and its Subsidiaries are
        not
        subject to Liens, other than Liens permitted by Section 7.01.
  5.09
              **Environmental
                  Compliance**
  The
        Borrower, the Guarantor and each Significant Subsidiary conducts in the ordinary
        course of business a review of their compliance with existing Environmental
        Laws
        and written claims alleging potential liability or responsibility for violation
        of any Environmental Law on their respective businesses, operations and
        properties, and as a result thereof the Borrower, the Guarantor and each
        Significant Subsidiary has reasonably concluded that non-compliance with
        Environmental Laws and such claims could not, individually or in the aggregate,
        reasonably be expected to have a Material Adverse Effect.
  5.10
              **Insurance**
  The
        assets and properties of the Borrower, the Guarantor and each Significant
        Subsidiary are insured with financially sound and reputable insurance companies
        not Affiliates of the Borrower, in such amounts, with such deductibles and
        covering such risks as are customarily carried by companies engaged in similar
        businesses and owning similar assets and properties in localities where the
        Borrower, the Guarantor or such Significant Subsidiary operates.
  -
            31
            -
  5.11
              **Taxes**
  The
        Borrower, the Guarantor and each Subsidiary has filed all material federal,
        state and other tax returns and reports required to be filed, and have paid
        all
        material federal, state and other taxes, assessments, fees and other
        governmental charges levied or imposed upon them or their properties, income
        or
        assets otherwise due and payable, except those which are being contested
        in good
        faith by appropriate proceedings diligently conducted and for which adequate
        reserves have been provided in accordance with GAAP. There is no proposed
        tax
        assessment against the Borrower, the Guarantor or any Subsidiary that would,
        if
        made, have a Material Adverse Effect. Neither the Borrower, the Guarantor
        nor
        any Subsidiary is party to any tax sharing agreement.
  5.12
              **Subsidiaries;
                  Equity Interests**
  As
        of the
        Closing Date, the Borrower has no Subsidiaries other than those set forth
        on
        Schedule 5.12. All of the outstanding Equity Interests in such Subsidiaries
        have been validly issued, are fully paid and nonassessable and are owned
        by the
        Borrower in the amounts specified on Schedule 5.12, free and clear of all
        Liens.
  5.13
              **Margin
                  Regulations; Investment Company
                  Act.**
  (a)
              The
                  Borrower is not engaged and will not engage, principally or as
                  one of its
                  important activities, in the business of purchasing or carrying
                  margin
                  stock (within the meaning of Regulation U issued by the FRB), or
                  extending
                  credit for the purpose of purchasing or carrying margin
                  stock.
  (b)
              Neither
                  the Borrower nor any Person Controlling the Borrower is or is required
                  to
                  be registered as an "**investment
                  company**"
                  under the United States Investment Company Act of
                  1940.
  5.14
              **Disclosure**
  No
        written report, financial statement, certificate or other written information
        furnished by or on behalf of the Borrower, the Guarantor or any Subsidiary
        to
        the Administrative Agent or any Lender in connection with the transactions
        contemplated hereby and the negotiation of this Agreement or delivered hereunder
        or under any other Loan Document (in each case, as modified or supplemented
        by
        other information so furnished) contains any material misstatement of fact
        or
        omits to state any material fact necessary to make the statements therein,
        in
        the light of the circumstances under which they were made, not materially
        misleading; *provided* that,
        with respect to projected financial information, the Borrower represents
        only
        that such information was prepared in good faith based upon assumptions believed
        to be reasonable at the time.
  5.15
              **Compliance
                  with Laws**
  The
        Borrower, the Guarantor and each Subsidiary is in compliance in all material
        respects with the requirements of all Laws and all orders, writs, injunctions
        and decrees applicable to it or to its properties, except in such instances
        in
        which (a) such requirement of Law or order, writ, injunction or decree is
        being contested in good faith by appropriate proceedings diligently conducted
        or
        (b) the failure to comply therewith, either individually or in the
        aggregate, could not reasonably be expected to have a Material Adverse
        Effect.
  -
            32
            -
  5.16
              **Pari
                  Passu**
  The
        Obligations of the Borrower and the Guarantor constitute direct, unconditional
        and general obligations of the Borrower or the Guarantor, as the case may
        be,
        and will rank at least *pari
        passu* in all
        respects with all other unsecured and unsubordinated Indebtedness of the
        Borrower or the Guarantor, as the case may be.
  5.17
              **Specific
                  Representations as to Peruvian
                  Laws**
  (a)
              Each
                  of the Borrower and Guarantor is subject to civil and commercial
                  Laws with
                  respect to its obligations under this Agreement and the other Loan
                  Documents to which it is a party and the execution, delivery and
                  performance by such person of the Loan Documents to which it is
                  a party
                  constitute and will constitute private and commercial acts and
                  not public
                  or governmental acts. None of the Borrower, the Guarantor or any
                  Subsidiary nor any of their respective property has any immunity
                  from
                  jurisdiction of any court or from any legal process (whether through
                  service or notice, attachment prior to judgment, attachment in
                  aid of
                  execution, execution or otherwise) under the laws of any
                  jurisdiction.
  (b)
              The
                  Loan Documents are in proper legal form under the Laws of the Republic
                  of
                  Perú for the enforcement thereof against the Borrower and Guarantor
                  under
                  the Laws of such jurisdiction, and to ensure the legality, validity,
                  enforceability, priority or admissibility in evidence of the Loan
                  Documents. It is not necessary to ensure the legality, validity,
                  enforceability, priority or admissibility in evidence of the Loan
                  Documents that the Loan Documents be filed, registered or recorded
                  with,
                  or executed or notarized before, any court or other authority in
                  the
                  Republic of Perú or that any registration charge or stamp or similar tax
                  be paid on or in respect of the Loan Documents or any other document,
                  except for (i) any such filing, registration, recording, execution or
                  notarization as has been made or is not required to be made until
                  the Loan
                  Document or any other document is sought to be enforced and (ii) any
                  other charge or tax as has been timely
                  paid.
  (c)
              Other
                  than the stamp duty referred to in clause (b) above and amounts
                  payable pursuant to Section 3.01, there is no tax, levy, impost,
                  duty, fee, assessment or other governmental charge, or any deduction
                  or
                  withholding, imposed by any Governmental Authority in or of the
                  Republic
                  of Perú either (i) on or by virtue of the execution or delivery of
                  the Loan Documents or (ii) on any payment to be made by the Borrower
                  or Guarantor pursuant to the Loan Documents with respect to Lenders
                  party
                  hereto on the date hereof.
  (d)
              The
                  execution, delivery and performance of the Loan Documents are,
                  under
                  applicable foreign exchange control regulations of the Republic
                  of Perú,
                  not subject to any notification or
                  authorization.
  5.18
              **Labor
                  and Pension Matters**
  As
        of the
        date hereof, there are no strikes, lockouts or slowdowns against the Borrower,
        the Guarantor or any Subsidiary pending or, to the knowledge of the Borrower,
        threatened, that could reasonably be expected to have a Material Adverse
        Effect.
        All payments due from the Borrower, the Guarantor or any Subsidiary, or for
        which any claim may be made against the Borrower, the Guarantor or any
        Subsidiary on account of wages and employee health and welfare insurance
        and
        pensions and other benefits, have been paid or accrued as a liability on
        the
        books of the Borrower, the Guarantor or any Subsidiary except for failure
        to
        make any such payments that could not reasonably be expected to result in
        a
        Material Adverse Effect.
  -
            33
            -
  5.19
              **Solvency**
  Each
        of
        the Borrower and the Guarantor is, and after consummation of the transactions
        contemplated hereby and after giving effect to all Indebtedness incurred
        in
        connection therewith will be, Solvent.
  5.20
              **Security
                  Interest**
  The
        Pledge Agreement creates in favor of the Collateral Agent (on behalf of the
        Lenders) the security interest purported to be created thereunder. Such security
        interest created by the Pledge Agreement in the Pledged Securities will be
        perfected upon the delivery to the Collateral Agent in New York or Perú of the
        certificates or receipts representing such shares. If the certificates
        representing the Pledged Securities are delivered to the Collateral Agent
        indorsed to the Collateral Agent or in blank by an effective indorsement,
        or
        registered in the name of the Collateral Agent, for value without notice
        (within
        the meaning of Section 8-105 of the Uniform Commercial Code as in effect
        in the
        State of New York (the " **UCC** ")
        of an
        adverse claim (as defined in Section 8-102(a)(1) of the UCC)) to the securities
        represented thereby, the Collateral Agent will acquire such security interest
        free of any adverse claim (as so defined).
  **ARTICLE
        VI**
 **AFFIRMATIVE
          COVENANTS**
  So
        long
        as any Lender shall have any Commitment hereunder or the Loan or any other
        Obligation hereunder shall remain unpaid or unsatisfied, the Borrower shall
        and
        (except in the case of the covenants set forth in Sections 6.01, and 6.03)
        shall cause the Guarantor and each Significant Subsidiary or, where specified
        herein, each Subsidiary to:
  6.01
              **Financial
                  Statements**
  Deliver
        to the Administrative Agent (for distribution to the Lenders):
  (a)
              within
                  one hundred twenty (120) days after the end of each Fiscal Year
                  of the
                  Borrower (commencing with the Fiscal Year ended December 31, 2008), a
                  consolidated balance sheet of the Borrower and its Subsidiaries
                  as at the
                  end of such Fiscal Year, and the related consolidated statements
                  of income
                  or operations, shareholders' equity and cash flows for such Fiscal
                  Year,
                  setting forth in each case in comparative form the figures for
                  the
                  previous Fiscal Year, all in reasonable detail and prepared in
                  accordance
                  with GAAP, such consolidated statements to be audited and accompanied
                  by a
                  report and opinion of Medina, Zaldivar, Paredes & Asociados, or such
                  other public accounting firm of internationally recognized standing
                  reasonably acceptable to the Required Lenders, which report and
                  opinion
                  shall be prepared in accordance with generally accepted auditing
                  standards
                  and any applicable securities laws and shall not be subject to
                  any "going
                  concern" or like qualification or exception or any qualification
                  or
                  exception as to the scope of such audit, and such consolidated
                  statements
                  to be certified by a Responsible Officer of the Borrower to the
                  effect
                  that such statements are fairly stated in all material
                  respects;and
  -
            34
            -
  (b)
              within
                  forty-five (45) days after the end of each fiscal quarter of each
                  Fiscal
                  Year of the Borrower (commencing with the fiscal quarter ended
                  June 30, 2008), a consolidated balance sheet of the Borrower and its
                  Subsidiaries as at the end of such fiscal quarter, and the related
                  consolidated statements of income or operations, shareholders'
                  equity and
                  cash flows for such fiscal quarter and for the portion of the Borrower's
                  Fiscal Year then ended, setting forth in each case in comparative
                  form the
                  figures for the corresponding fiscal quarter of the previous Fiscal
                  Year
                  and the corresponding portion of the previous Fiscal Year, all
                  in
                  reasonable detail, such consolidated statements to be certified
                  by a
                  Responsible Officer of the Borrower as fairly presenting the financial
                  condition, results of operations, shareholders' equity and cash
                  flows of
                  the Borrower and its Subsidiaries in accordance with GAAP, subject
                  only to
                  normal year-end audit adjustments and the absence of footnotes.
  6.02
              **Certificates;
                  Other Information**
  Deliver
        to the Administrative Agent, in form and detail satisfactory to the
        Administrative Agent:
  (a)
              concurrently
                  with the delivery of the financial statements referred to in
                  Sections 6.01(a) and 6.01(b), a duly completed Compliance Certificate
                  signed by a Responsible Officer of the
                  Borrower;
  (b)
              promptly
                  after any reasonable request by the Administrative Agent or any
                  Lender,
                  copies of any detailed audit reports, management letters or
                  recommendations submitted to the board of directors (or the audit
                  committee of the board of directors) of the Borrower by independent
                  accountants in connection with the accounts or books of the Borrower,
                  or
                  any audit of any of them;
  (c)
              promptly
                  after the same are available, copies of each annual report, proxy
                  or
                  financial statement or other report or communication sent to the
                  stockholders of the Borrower, and copies of any reports and registration
                  statements which the Borrower may file or be required to file with
                  any
                  securities regulatory agency or stock exchange, and not otherwise
                  required
                  to be delivered to the Administrative Agent pursuant
                  hereto;
  (d)
              promptly,
                  and in any event within five (5) Business Days after receipt thereof
                  by
                  the Borrower, copies of each notice or other correspondence received
                  from
                  any securities regulatory agency concerning any investigation or
                  possible
                  investigation or other inquiry by such agency regarding financial
                  or other
                  operational results of the
                  Borrower;
  (e)
              promptly,
                  such additional information regarding the business, financial or
                  corporate
                  affairs of the Borrower or any Subsidiary, or compliance with the
                  terms of
                  the Loan Documents, as the Administrative Agent or any Lender may
                  from
                  time to time reasonably request;
  (f)
              promptly
                  upon request, the characteristics of any Swap Contract, and documentation
                  delivered to the Borrower in relation to Swap Contracts;
                  and
  (g)
              within
                  one hundred twenty (120) days after the end of each Fiscal Year,
                  a
                  Reserves Report with respect to the Fiscal Year most recently
                  ended.
  -
            35
            -
  Documents
        required to be delivered pursuant to subsections 6.01(a), 6.01(b) and
        subsection 6.02(c) may be delivered electronically and if so delivered,
        shall be deemed to have been delivered on the date on which such documents
        are
        posted on the Borrower's behalf on an Internet or intranet website, if any,
        to
        which each Lender and the Administrative Agent have access (whether a
        commercial, third-party website or whether sponsored by the Administrative
        Agent); *provided* that:
        the Borrower shall notify the Administrative Agent (by telecopier or electronic
        mail) of the posting of any such documents and provide to the Administrative
        Agent by electronic mail electronic versions (i.e., soft copies) of such
        documents. Notwithstanding anything contained herein, in every instance the
        Borrower shall be required to provide paper copies of the Compliance
        Certificates required by subsection 6.02(a) to the Administrative Agent.
        Except for such Compliance Certificates, the Administrative Agent shall have
        no
        obligation to request the delivery or to maintain copies of the documents
        referred to above, and in any event shall have no responsibility to monitor
        compliance by the Borrower with any such request for delivery, and each Lender
        shall be solely responsible for requesting delivery to it or maintaining
        its
        copies of such documents.
  6.03
              **Notices**
  Promptly
        notify the Administrative Agent:
  (a)
              of
                  the occurrence of any Default;
  (b)
              if
                  not previously disclosed, of any matter occurring after the date
                  hereof
                  that has resulted or could reasonably be expected to result in
                  a Material
                  Adverse Effect, including (i) breach or non-performance of, or any
                  default under, a Contractual Obligation of the Borrower, the Guarantor
                  or
                  any Significant Subsidiary; (ii) any dispute, litigation,
                  investigation, proceeding or suspension between the Borrower, the
                  Guarantor or any of its Significant Subsidiaries and any Governmental
                  Authority; or (iii) the commencement of, or any material development
                  in, any litigation or proceeding affecting the Borrower, the Guarantor
                  or
                  any Significant Subsidiary, including pursuant to any applicable
                  Environmental Laws;
  (c)
              of
                  any amendment, modification or supplement to (and, in the case
                  of
                  clause (ii), the implementation of) (i) the articles of
                  organization, operating agreement or other organizational document
                  of the
                  Borrower, the Guarantor or any Subsidiary and (ii) any shareholder or
                  similar agreement governing the rights and obligations of the owners
                  of
                  the Equity Interests of the Borrower, where such amendment, modification
                  or supplement could reasonably be expected to be material and adverse
                  to
                  the interests of the Lenders;
  (d)
              of
                  any change in accounting policies or financial reporting practices
                  by the
                  Borrower, the Guarantor or any Subsidiary where such change could
                  reasonably be expected to be material and adverse to the interests
                  of the
                  Lenders; and
  (e)
              within
                  ten (10) Business Days of such notification of the same, any
                  notification that orders the seizure, attachment or any other interim
                  relief arising from judicial or coercive proceedings of any kind,
                  relating
                  to any assets of the Borrower, the Guarantor or any Subsidiary
                  where the
                  aggregate value of all such assets seized or attached exceeds $10,000,000,
                  or its equivalent in Nuevos Soles.
  Each
        notice pursuant to this Section shall be accompanied by a statement of a
        Responsible Officer of the Borrower, as applicable, setting forth reasonable
        details of the occurrence referred to therein and stating what action the
        Borrower has taken and proposes to take with respect thereto. Each notice
        pursuant to subsection 6.03(a) shall describe in reasonable detail
        (including specific section references) any and all provisions of this Agreement
        and any other Loan Document that have been breached.
  -
            36
            -
  6.04
              **Payment
                  of Tax Obligations**
  Pay
        and
        discharge as the same shall become due and payable, (a) all material tax
        liabilities, assessments and governmental charges or levies upon it or its
        properties or assets, unless the same are being contested in good faith by
        appropriate proceedings diligently conducted and adequate reserves in accordance
        with GAAP are being maintained by the Borrower, the Guarantor or any Subsidiary
        and (b) all lawful and material claims which, if unpaid, would by law become
        a
        Lien upon its property not otherwise permitted pursuant to Section
        7.01.
  6.05
              **Preservation
                  of Existence, Etc****.**
  (a) Preserve,
        renew and maintain in full force and effect its legal existence and good
        standing under the Laws of the jurisdiction of its organization except in
        a
        transaction permitted by Section 7.02 or 7.03; (b) take all reasonable
        action to maintain all rights, privileges, permits, licenses and franchises
        necessary or desirable in the normal conduct of its business, except to the
        extent that failure to do so could not reasonably be expected to have a Material
        Adverse Effect and (c) comply with all of its Contractual Obligations
        (other than Contractual Obligations under the Loan Documents), except to
        the
        extent that failure to do so could not reasonably be expected to have a Material
        Adverse Effect.
  6.06
              **Maintenance
                  of Properties**
  Maintain,
        preserve and protect all of its material properties and equipment necessary
        in
        the operation of its business in good working order and condition, ordinary
        wear
        and tear excepted if failure to do so could reasonably be expected to have
        a
        Material Adverse Effect; make all necessary repairs thereto and renewals
        and
        replacements thereof except where the failure to do so could not reasonably
        be
        expected to have a Material Adverse Effect; and use the standard of care
        typical
        in the industry in the operation and maintenance of its facilities.
  6.07
              **Maintenance
                  of Insurance**
  Maintain
        with financially sound and reputable insurance companies not Affiliates of
        the
        Borrower, insurance with respect to its properties and business against loss
        or
        damage of the kinds customarily insured against by Persons engaged in the
        same
        or similar business, of such types and in such amounts as are customarily
        carried under similar circumstances by such other Persons.
  6.08
              **Compliance
                  with Laws**
  Comply
        in
        all material respects with the requirements of all Laws (including, without
        limitation, all social security and labor obligations required pursuant to
        the
        laws of the United States or the Republic of Perú, including those with the
        Pension Fund Administrators ( *Administradoras
        de Fondos de Pensiones* ))
        and
        all orders, writs, injunctions and decrees applicable to it or to its business
        or property, except in such instances in which (a) such requirement of Law
        or order, writ, injunction or decree is being contested in good faith by
        appropriate proceedings diligently conducted; or (b) the failure to comply
        therewith could not reasonably be expected to have a Material Adverse
        Effect.
  -
            37
            -
  6.09
              **Books
                  and Records**
  (a) Maintain
        proper books of record and account, in which full, true and correct entries
        in
        conformity with GAAP consistently applied shall be made of all material
        financial transactions and material matters involving the assets and business
        of
        the Borrower, the Guarantor or such Subsidiary, as the case may be; and
        (b) maintain such books of record and account in material conformity with
        all material applicable requirements of any Governmental Authority having
        regulatory jurisdiction over it.
  6.10
              **Inspection
                  Rights**
  Permit
        representatives and independent contractors of the Administrative Agent and
        each
        Lender to visit and inspect any of its properties, to examine its corporate,
        financial and operating records, and make copies thereof or abstracts therefrom,
        and to discuss its affairs, finances and accounts with its directors, officers,
        and independent public accountants, all at the expense of the Borrower
        ( *provided* that the
        Borrower shall only be responsible for the expenses of one visit in the
        aggregate per Fiscal Year by the Administrative Agent, any Lender and their
        respective representatives (limited to one representative per institution)
        unless an Event of Default has occurred and is continuing) and at such
        reasonable times during normal business hours and as often as may be reasonably
        desired, upon reasonable advance notice to the Borrower, the Guarantor or
        such
        Subsidiary; *provided,
        however* ,
        that
        when an Event of Default exists the Administrative Agent or any Lender (or
        any
        of their respective representatives or independent contractors) may do any
        of
        the foregoing at the expense of the Borrower at any time during normal business
        hours and without advance notice.
  6.11
              **Use
                  of Proceeds**
  Use
        the
        proceeds of the Loan solely to repay the Syndicated Bridge Loan.
  6.12
              **Pari
                  Passu**
  Ensure
        that the Obligations continue to constitute direct, unconditional and general
        obligations of the Borrower or Guarantor, as the case may be, that rank at
        least
        pari passu in all respects with all other unsecured and unsubordinated
        Indebtedness of the Borrower or Guarantor, as the case may be.
  6.13
              **Approvals
                  and Authorizations**
  (a)
              maintain
                  all authorizations, consents, approvals and licenses from, exemptions
                  of,
                  and filings and registrations with, each Governmental Authority
                  of the
                  Republic of Perú, and all approvals and consents of each other Person in
                  such jurisdiction, in each case that are required in connection
                  with the
                  Loan Documents; and
  (b)
              maintain
                  all authorizations, consents, approvals and licenses that are required
                  in
                  connection with the mining operations of the Borrower and its
                  Subsidiaries, except to the extent that any such failure to so
                  maintain
                  could not reasonably be expected to have a Material Adverse
                  Effect.
  -
            38
            -
  6.14
              **Transactions
                  with Affiliates**
  Enter
        into all transactions of any kind with any Affiliate of the Borrower, whether
        or
        not in the ordinary course of business, only on fair and reasonable terms
        at
        least as favorable to the Borrower, the Guarantor and its Subsidiaries as
        would
        be obtainable by the Borrower, the Guarantor or such Subsidiary at the time
        in a
        comparable arm's length transaction with a Person other than an Affiliate,
        other
        than (a) transactions expressly permitted under this Agreement or any other
        Loan
        Document and (b) transactions between or among the Borrower and its Subsidiaries
        not involving any Affiliate that is not a Subsidiary.
  **ARTICLE
        VII**
 **NEGATIVE
          COVENANTS**
  So
        long
        as any Lender shall have any Commitment hereunder or the Loan or any other
        Obligation hereunder shall remain unpaid or unsatisfied, the Borrower and
        the
        Guarantor shall not, nor shall the Borrower permit any Significant Subsidiary,
        or where specified herein, each Subsidiary to directly or
        indirectly:
  7.01
              **Liens**
  Create,
        incur, assume or suffer to exist any Lien upon any of its property, assets
        or
        revenues, whether now owned or hereafter acquired, other than the
        following:
  (a)
              Liens
                  created pursuant to any Loan
                  Document;
  (b)
              Liens
                  existing on the date hereof and listed on Schedule 7.01 and any
                  refinancing, renewals or extensions thereof,*provided*that (i) the property covered thereby is not increased, and,
                  (ii) the amount secured or benefited thereby is not increased, in
                  each case except as otherwise permitted in this
                  Section 7.01;
  (c)
              Liens
                  for taxes not yet due or which are being contested in good faith
                  and by
                  appropriate proceedings diligently conducted, if adequate reserves
                  with
                  respect thereto are maintained on the books of the applicable Person
                  in
                  accordance with GAAP;
  (d)
              carriers',
                  warehousemen's, mechanics', materialmen's, repairmen's or other
                  like Liens
                  arising in the ordinary course of business which are not overdue
                  for a
                  period of more than thirty (30) days or which are being contested
                  in good
                  faith and by appropriate proceedings diligently conducted, if adequate
                  reserves with respect thereto are maintained on the books of the
                  applicable Person;
  (e)
              pledges
                  or deposits in the ordinary course of business in connection with
                  workers'
                  compensation, unemployment insurance and other social security
                  legislation;
  (f)
              Liens
                  or deposits to secure the performance of bids, trade contracts
                  and leases
                  (other than Indebtedness), statutory obligations, surety and appeal
                  bonds,
                  performance bonds and other obligations of a like nature incurred
                  in the
                  ordinary course of business;
  (g)
              easements,
                  rights-of-way, restrictions and other similar encumbrances affecting
                  real
                  property which, in the aggregate, are not substantial in amount,
                  and which
                  do not in any case materially detract from the value of the property
                  subject thereto or materially interfere with the ordinary conduct
                  of the
                  business of the applicable Person;
  -
            39
            -
  (h)
              Liens
                  securing judgments for the payment of money not constituting an
                  Event of
                  Default under
                  subsection 8.01(h);
  (i)
              Lienssecuring Indebtedness in respect of capital or financial leases,
                  synthetic
                  lease obligations and purchase money obligations for fixed or capital
                  assets;*provided*that (i) such Liens do not at any time encumber any property other
                  than the property financed by such Indebtedness and (ii) the
                  Indebtedness secured thereby does not exceed the cost or fair market
                  value, whichever is lower, of the property being acquired on the
                  date of
                  acquisition;
  (j)
              margin
                  posted in respect of Swap Contracts not exceeding $10,000,000 in
                  the
                  aggregate;
  (k)
              Liens
                  arising by operation of law securing mandatory obligations for
                  mine
                  reclamation liabilities following any judicial or administrative
                  decisions
                  issued by a competent Peruvian Governmental
                  Authority;
  (l)
              any
                  Lien existing on property prior to the acquisition thereof by the
                  Borrower, the Guarantor or any of the Borrower's Significant Subsidiaries,
                  as the case may be, or arising after such acquisition pursuant
                  to
                  contractual commitments entered into prior to and not in contemplation
                  of
                  such acquisition;
  (m)
              any
                  Lien existing on any property of any Significant Subsidiary of
                  the
                  Borrower prior to the time such Significant Subsidiary becomes
                  a
                  Significant Subsidiary of the Borrower, or arising after such time
                  pursuant to contractual commitments entered into prior thereto
                  and not in
                  contemplation thereof;
  (n)
              the
                  sale of accounts receivable pursuant to a Permitted Securitization,
                  customary Liens on the purchased property thereunder and/or Liens
                  resulting from the characterization of such sale as secured Indebtedness,
                  in each case, if approved by the Required
                  Lenders;
  (o)
              Liens
                  on the property of any Receivables Entity pursuant to a Permitted
                  Securitization; and
  (p)
              Liens
                  securing Indebtedness (including Indebtedness under subsection
                  7.09(b))
                  not otherwise permitted under this Section 7.01;*provided*that (i) at the time of the creation of such Lien, no Default shall
                  exist or would result from the creation of such Lien, and (ii) the
                  aggregate amount of Indebtedness secured by Liens permitted under
                  this
                  clause (j) shall not, at any time, exceed $10,000,000, or its
                  equivalent in Nuevos Soles.
  7.02
              **Fundamental
                  Changes**
  Merge,
        dissolve, liquidate, consolidate with or into another Person, or Dispose
        of
        (whether in one transaction or in a series of transactions) all or substantially
        all of its assets (whether now owned or hereafter acquired) to or in favor
        of
        any Person, except that, so long as no Default exists or would result
        therefrom:
  -
            40
            -
  (a)
              any
                  Subsidiary of the Borrower (other than the Guarantor) may merge
                  with
                  (i) the Borrower,*provided*that the Borrower shall be the continuing or surviving Person,
                  or
                  (ii) any one or more other Subsidiaries of the
                  Borrower;
  (b)
              any
                  Subsidiary of the Borrower (other than the Guarantor) may Dispose
                  of all
                  or substantially all of its assets (upon voluntary liquidation
                  or
                  otherwise) to the Borrower or to another Subsidiary of the
                  Borrower;
  (c)
              the
                  Borrower or any Subsidiary of the Borrower (other than the Guarantor)
                  may
                  merge or consolidate with any other Person so long as the Borrower
                  or such
                  Subsidiary is the surviving corporation;
                  and
  (d)
              the
                  Borrower may liquidate or dissolve any Subsidiary (other than the
                  Guarantor) that is not a Significant Subsidiary, so long as the
                  Borrower
                  or any Subsidiary receives the proceeds of such liquidation or
                  dissolution.
  7.03
              **Dispositions**
  Make,
        or
        enter into any agreement to make, any Disposition, except:
  (a)
              Dispositions
                  of obsolete, worn out or replaced property, whether now owned or
                  hereafter
                  acquired, which are no longer necessary in the business of the
                  Borrower or
                  any of its Subsidiaries;
  (b)
              Dispositions
                  of inventory in the ordinary course of
                  business;
  (c)
              Dispositions
                  of equipment or real property to the extent that (i) such property is
                  exchanged for credit against the purchase price of similar replacement
                  property or (ii) the proceeds of such Disposition are reasonably
                  promptly applied to the purchase price of such replacement
                  property;
  (d)
              Dispositions
                  of property by the Borrower or any Subsidiary of the Borrower to
                  the
                  Borrower or to another Subsidiary of the
                  Borrower;
  (e)
              Dispositions
                  permitted by Section 7.02;
  (f)
              Dispositions
                  of any Investment (other than Equity Interests in Yanacocha or
                  Cerro
                  Verde) for fair market value, so long as no Event of Default has
                  occurred
                  and is continuing;
  (g)
              Dispositions
                  of any accounts receivable pursuant to a Permitted Securitization;
  (h)
              Dispositions
                  by the Borrower or any Significant Subsidiary not otherwise permitted
                  under this Section 7.03;*provided*that (i) at the time of such Disposition, no Default shall exist or
                  would result from such Disposition and (ii) the aggregate book value
                  of all property Disposed of in reliance on this clause (h) shall not
                  exceed $10,000,000 per Fiscal Year, or the equivalent in Nuevos
                  Soles;
                  and
  (i)
              Dispositions
                  by the Borrower or any Significant Subsidiary not otherwise permitted
                  under this Section 7.03;*provided*that the aggregate book value of all property Disposed of in reliance
                  on
                  this clause (i) shall not exceed $1,000,000 per Fiscal Year, or
                  the
                  equivalent in Nuevos Soles,
  *provided,
        however* ,
        that
        any Disposition pursuant to clauses (b), (g) and (h) shall be for fair
        market value.
  -
            41
            -
  7.04
              **Change
                  in Nature of Business**
  Engage
        in
        any material line of business substantially different from those lines of
        business currently conducted or proposed by the Borrower, the Guarantor and
        its
        Subsidiaries on the date hereof or any business that is reasonably similar
        thereto or a reasonable extension, development or expansion thereof, or is
        complimentary, incidental, ancillary or related thereto.
  7.05
              **Burdensome
                  Agreements**
  Enter
        into any Contractual Obligation (other than this Agreement or any other Loan
        Document, the Shareholders Agreement and in the case of clause (a)(ii) below
        and
        property subject to any such agreement, any agreement entered into by the
        Borrower or any Significant Subsidiary in connection with any Lien permitted
        by
        Section 7.01) that (a) limits the ability (i) of the Guarantor or any
        Significant Subsidiary to make Restricted Payments to the Borrower or to
        otherwise transfer property to the Borrower or (ii) of the Borrower or any
        Subsidiary to create, incur, assume or suffer to exist Liens on property
        of the
        Borrower or such Subsidiary; or (b) requires the grant of a Lien to secure
        an obligation of the Borrower or any Subsidiary if a Lien is granted to secure
        another obligation of the Borrower or such Subsidiary, other than in each
        case
        pursuant to a Permitted Securitization and solely to the extent affecting
        a
        Receivables Entity.
  For
        the
        purposes of this Section, “ **Shareholders
        Agreement** ”
means
        the Shareholders Agreement dated as of June 1, 2005 among SMM Cerro Verde
        Netherlands B.V., Sumitomo Metal Mining Co., Ltd., Sumitomo Corporation,
        Summit
        Global Management B.V., the Borrower, Cyprus Climax Metals Company, Phelps
        Dodge
        Corporation and Cerro Verde, as amended from time to time.
  7.06
              **Use
                  of Proceeds**
  Use
        the
        proceeds of the Loan, whether directly or indirectly, and whether immediately,
        incidentally or ultimately, to purchase or carry margin stock (within the
        meaning of Regulation U of the FRB) or to extend credit to others for the
        purpose of purchasing or carrying margin stock or to refund indebtedness
        originally incurred for such purpose.
  7.07
              **Fiscal
                  Year**
  Change
        its fiscal year for financial reporting purposes from that set forth in the
        definition of "Fiscal Year" unless it shall have given the Administrative
        Agent
        sixty (60) days prior written notice.
  7.08
              **Investments**
  Make
        any
        Investment in any Person after the date hereof other than any such Investment
        that is made:
  (a)
              in
                  the Borrower or any of its Subsidiaries (including via creation
                  of new
                  Subsidiaries);
  (b)
              in
                  the ordinary course of business on terms and conditions no less
                  favorable
                  to the Borrower, Guarantor (or such Significant Subsidiary) or
                  the Person
                  in which the Investment is made than could be obtained on an arms'
                  length
                  basis in transactions with unrelated
                  parties;
  -
            42
            -
  (c)
              by
                  the Borrower to another mining or power company, to acquire another
                  mining
                  or power company or mining concession, or any ownership interest
                  with
                  respect thereto, or relating thereto;*provided*that (i) at the time of such Investment, no Event of Default shall
                  exist or would result from such Investment, and (ii) after giving
                  effect to such acquisition, the Borrower is in compliance on a
                  pro forma
                  basis with the covenants set forth in Section 7.12 and Section
                  7.13;
  (d)
              pursuant
                  to the terms of the Loan Documents;
  (e)
              by
                  way of loans or advances to employees in an aggregate amount at
                  any time
                  outstanding not to exceed $2,000,000, or the equivalent in Nuevos
                  Soles;
  (f)
              in
                  accordance with Section 7.09;
  (g)
              in
                  relation to any Subsidiary acquired, existing at the time such
                  Subsidiary
                  was acquired, where such Investment was not made in contemplation
                  of such
                  acquisition;
  (h)
              in
                  cash or cash equivalents; or
  (i)
              by
                  the Borrower or any Significant Subsidiary and not otherwise permitted
                  hereunder (other than any Guarantees under Section 7.09);*provided*that (i) at the time of such Investment, no Event of Default shall
                  exist or would result from such Investment, and (ii) the aggregate
                  value of all Investments made in reliance on this clause (i) shall
                  not exceed $10,000,000 per Fiscal Year, or its equivalent in Nuevos
                  Soles,
  *provided* that in
        the case of clauses (a), (c), (d) and (g) above, such Investment must be
        made in
        Yanacocha, Cerro Verde or a Person that is, or as a result of such Investment
        becomes, a consolidated Subsidiary of the Borrower.
 
 7.09
              **Guarantees**
  Make
        any
        Guarantee to any Person other than any such Guarantee that is made:
  (a)
              pursuant
                  to the terms of the Loan Documents;
                  or
  (b)
              by
                  the Borrower not otherwise permitted under this Section 7.09;*provided*that (i) at the time of such Guarantee, no Event of Default shall
                  exist or would result from such Guarantee, and (ii) the aggregate
                  value of all Guarantees made in reliance on this clause (b) at any
                  time shall not exceed $10,000,000, or its equivalent in Nuevos
                  Soles.
  7.10
              **Restricted
                  Payment**
  In
        the
        case of the Borrower, declare or make any Restricted Payment to or for the
        benefit of any Person if an Event of Default has occurred and is continuing
        or
        would result from such payment.
  -
            43
            -
  7.11
              **Swap
                  Contracts**
  Enter
        into any new Swap Contract or other derivative contract that may be deemed
        speculative under International Accounting Standards.
  7.12
              **Financial
                  Covenants**
  *Indebtedness*
  Permit
        the Debt Ratio on the last day of any fiscal quarter to be greater than 3.50
        to
        1.0.
  Any
        calculation of currency equivalents required in connection with the foregoing
        determination shall be made using the exchange rate used by the Borrower
        when
        preparing its financial statements as of the relevant date of
        determination.
  7.13
              **Operating
                  Obligations**
  (a)
              Permit
                  the Economic Value of Reserves as of the last day of any fiscal
                  quarter to
                  be less than five (5) times Consolidated Financial Indebtedness
                  on such
                  date; and
  (b)
              Permit
                  the Average Service Life of Mining Units as of the last day of
                  any fiscal
                  quarter to be less than the period from such date to the first
                  anniversary
                  of the Maturity Date.
  Any
        calculation of Reserves in relation to Yanacocha and Cerro Verde shall be
        limited to a percentage equal to the percentage of the Equity Interest in
        such
        Person owned directly or indirectly by the Borrower.
  For
        the
        purposes of this Section 7.13 only, the following terms shall have the
        following meanings:
  " **Average
        Price** "
        means,
        for any date, the average price of the Reserves during the twelve month period
        ending on such date registered on the London Metal Exchange (" **LME** ")
        or, as
        applicable, the London Bullion Market Association (" **LBMA** "),
        or
        where such registered price is unavailable, the average price of such Reserves
        during the twelve month period ending on such date on any reputable exchange
        market. On any date of determination, should there exist commitments for
        future
        sales of the Reserves, the Average Price will be adjusted, taking into account
        the sum of (i)(A) the average price of the Reserves during the twelve
        months ending on such date registered, as appropriate, with the LME or the
        LBMA,
        or where such registered price is unavailable, the average price of such
        Reserves during the twelve months ending on such date on any other reputable
        exchange market, multiplied by (B) the percentage of the production of
        Reserves not committed to such contractual commitments for future sales and
        (ii)(A) the average price of such future sales multiplied by (B) the
        percentage of the production of Reserves committed to such contractual
        commitments for future sales.
  " **Average
        Service Life of Mining Units** "
        means,
        as of any date, an amount equal to (i) all the Reserves of the Mining Units
        (in metric tonnes), taken from the most recent Reserves Report, divided by
        (ii) the sum of the minerals processed (in metric tonnes) by such Mining
        Units during the year prior to such date.
  " **Economic
        Value of Reserves** "
        means,
        as of any date, the Sales Value of Reserves minus the Operating Cost of Reserves
        on such date.
  -
            44
            -
  " **Mining
        Units** "
        means
        those certain mining units owned by the Borrower or its Subsidiaries or by
        Yanacocha or Cerro Verde.
  " **MT** "
        means
        metric tonnes.
  " **Operating
        Cost per MT** "
        means,
        as of any date, an amount equal to (i) the sum of (A) sales costs,
        (B) sales expenses, (C) administrative expenses, (D) any other
        operating expense, excluding depreciation and amortization, and (E) any
        taxes and worker's participation in the twelve month period ending on such
        date
        divided by (ii) the minerals processed in the twelve month period ending on
        such date, in each case above, as determined by the consolidated financial
        statements of the Borrower.
  " **Operating
        Cost of Reserves** "
        means,
        as of any date, an amount equal to (i) the Operating Cost per MT on such
        date multiplied by (ii) the Reserves per MT on such date according to the
        most recent Reserves Report.
  " **Reserves** "
        means,
        as of any date, those proved and probable reserves of Mining Units identified
        in
        the most recently delivered Reserves Report, but solely to the extent relating
        to gold, silver, copper, lead and zinc.
  " **Sales
        Value of Reserves** "
        means,
        as of any date, an amount equal to the product of (i) the value of Reserves
        per MT according to the most recent Reserves Report, (ii) the percentage of
        such Reserves recovered in the twelve month period ending on such date,
        (iii) the estimated grade of such Reserves according to the most recent
        Reserves Report and (iv) the Average Price for such date.
  7.14
              **Shareholder
                  Loans**
  Create,
        incur, assume or suffer to exist, or cause or permit any Subsidiary to create,
        incur, assume or suffer to exist, any Indebtedness owing to a stockholder
        of the
        Borrower or any Affiliate thereof that is not a Subsidiary, except unsecured
        Subordinated Indebtedness.
  **ARTICLE
        VIII**
 **EVENTS
          OF DEFAULT AND REMEDIES**
  8.01
              **Events
                  of Default**
  Any
        of
        the following shall constitute an Event of Default:
  (a)
              *Non-Payment*
  The
        Borrower fails to pay (i) when and as required to be paid herein, any
        amount of principal of the Loan, or (ii) within three (3) Business Days
        after the same becomes due, any interest on the Loan or any fee due hereunder,
        or (iii) within five (5) Business Days after the same becomes due, any
        other amount payable hereunder or under any other Loan Document; or
  -
            45
            -
  (b)
              *Specific
                  Covenants*
  The
        Borrower or the Guarantor, as applicable, fails to perform or observe any
        term,
        covenant or agreement contained in any of Section 2.13(d)(i), 6.01, 6.02(a)
        and (g), 6.03(a) and (e), 6.05(a)(with respect to its existence only), 6.11,
        6.12, 6.14 or Article 7; or
  (c)
              *Other
                  Defaults*
  The
        Borrower or the Guarantor, as applicable, fails to perform or observe any
        other
        covenant or agreement (not specified in clause 8.01(a) or 8.01(b) above)
        contained in any Loan Document on its part to be performed or observed and
        such
        failure continues for fifteen (15) Business Days; or
  (d)
              *Representations
                  and Warranties*
  Any
        representation, warranty, certification or statement of fact made or deemed
        made
        by or on behalf of the Borrower or the Guarantor, in any other Loan Document
        or
        in any document delivered in connection herewith or therewith shall be incorrect
        or misleading in any material respect when made or deemed made; or
  (e)
              *Cross-Default*
  (i) The
        Borrower, the Guarantor or any Significant Subsidiary of the Borrower
        (A) fails to make any payment when due (whether by scheduled maturity,
        required prepayment, acceleration, demand, or otherwise) and, except in the
        case
        of any such payment due at scheduled maturity or by acceleration, such payment
        is not made within any applicable grace period, in respect of any Indebtedness
        (other than Indebtedness under the Loan Documents and Indebtedness under
        Swap
        Contracts), or (B) fails to observe or perform any other agreement or
        condition relating to any Indebtedness or Guarantee or contained in any
        instrument or agreement evidencing, securing or relating thereto, or any
        other
        event occurs, the effect of which default or other event is to cause, or
        to
        permit the holder or holders of such Indebtedness or the beneficiary or
        beneficiaries of such Guarantee (or a trustee or agent on behalf of such
        holder
        or holders or beneficiary or beneficiaries) to cause, with the giving of
        notice
        if required, such Indebtedness to be demanded or to become due or to be
        repurchased, prepaid, defeased or redeemed (automatically or otherwise),
        or an
        offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
        prior to its stated maturity, or such Guarantee to become payable or cash
        collateral in respect thereof to be demanded, in each case in an amount
        individually or in the aggregate exceeding $10,000,000, or its equivalent
        in
        Nuevos Soles; or (ii) there occurs under any Swap Contract an Early
        Termination Date (as defined in such Swap Contract) resulting from (A) any
        event of default under such Swap Contract as to which the Borrower, the
        Guarantor or any Significant Subsidiary of the Borrower is the Defaulting
        Party
        (as defined in such Swap Contract) or (B) any Termination Event (as defined
        in such Swap Contract) under such Swap Contract as to which the Borrower,
        the
        Guarantor or any Significant Subsidiary of the Borrower is an Affected Party
        (as
        defined in such Swap Contract), in each case, in a notional amount individually
        or in the aggregate exceeding $10,000,000, or its equivalent in Nuevos Soles;
        or
  -
            46
            -
  (f)
              *Insolvency
                  Proceedings, Etc**.*
  the
        Borrower, the Guarantor or any Significant Subsidiary of the Borrower institutes
        or consents to the institution of any proceeding under any debtor relief
        law, or
        makes an assignment for the benefit of creditors; or applies for or consents
        to
        the appointment of any receiver, trustee, custodian, conservator, liquidator,
        rehabilitator or similar officer for it or for all or any material part of
        its
        property; or any receiver, trustee, custodian, conservator, liquidator,
        rehabilitator or similar officer is appointed without the application or
        consent
        of the Borrower, the Guarantor or such Significant Subsidiary of the Borrower
        and the appointment continues undischarged or unstayed for sixty (60) calendar
        days; or any proceeding under any debtor relief law relating to the Borrower,
        the Guarantor or any Significant Subsidiary of the Borrower or to all or
        any
        material part of its property is instituted without the consent of the Borrower,
        the Guarantor or such Significant Subsidiary of the Borrower and continues
        undismissed or unstayed for sixty (60) calendar days, or an order for relief
        is
        entered in any such proceeding; or
  (g)
              *Inability
                  to Pay Debts; Attachment*
  (i) The
        Borrower, the Guarantor or any Significant Subsidiary of the Borrower becomes
        unable or admits in writing its inability or fails generally to pay its debts
        as
        they become due, or (ii) any writ or warrant of attachment or execution or
        similar process is issued or levied against all or any material part of the
        property of the Borrower, the Guarantor or any Significant Subsidiary of
        the
        Borrower and is not released, vacated or fully bonded within thirty (30)
        Business Days after its issue or levy; or
  (h)
              *Judgments*
  There
        is
        entered against the Borrower, the Guarantor or any Significant Subsidiary
        of the
        Borrower (i) a final and non-appealable judgment or order for the payment
        of money (to the extent not covered by independent third-party insurance
        as to
        which the insurer does not dispute coverage) in an amount individually or
        in the
        aggregate exceeding $10,000,000, or its equivalent in Nuevos Soles, or
        (ii) any one or more non-monetary final and non-appealable judgments that
        have, or could reasonably be expected to have, individually or in the aggregate,
        a Material Adverse Effect and, in either case, (A) enforcement proceedings
        are commenced by any creditor upon such judgment or order, or (B) there is
        a period of ten (10) consecutive days during which a stay of enforcement
        of such
        judgment is not in effect; or
  (i)
              *Security
                  Interest*
  The
        Pledge Agreement shall for any reason fail or cease to create a valid and
        enforceable Lien on any of the Collateral purported to be covered thereby
        or,
        except as permitted by the Loan Documents, such Lien shall fail or cease
        to be a
        perfected and first priority Lien, or the Borrower, the Guarantor or any
        Subsidiary thereof shall so state in writing; or
  (j)
              *Invalidity
                  of Loan Documents*
  Any
        Loan
        Document, at any time after its execution and delivery and for any reason
        other
        than as expressly permitted hereunder or thereunder or satisfaction in full
        of
        all the Obligations, ceases to be in full force and effect in any material
        respect; or the Borrower, the Guarantor or any Subsidiary or Affiliate of
        the
        Borrower contests in any manner the validity or enforceability of any Loan
        Document; or the Borrower, the Guarantor or any other Person denies that
        the
        Borrower has any or further liability or obligation under any Loan Document,
        or
        purports to revoke, terminate or rescind any provision of any Loan Document
        (including due to it becoming unlawful for the Borrower or the Guarantor
        to
        perform or comply with any provision of any Loan Document); or
  -
            47
            -
  (k)
              *Government
                  Intervention*
  (i) All
        or any substantial part of the business, assets or revenues of the Borrower
        or
        any Significant Subsidiary of the Borrower (including any Equity Interests
        thereof) is nationalized, condemned, seized, expropriated or otherwise
        appropriated by any Governmental Authority, (ii) the Borrower, the
        Guarantor or any Significant Subsidiary of the Borrower is prevented by any
        Governmental Authority, from exercising normal control over all or any
        substantial part of its business, assets or revenues or (iii) any
        Governmental Authority imposes exchange, transfer or other monetary controls
        and
        such imposition of exchange, transfer or other monetary controls has had
        or
        could reasonably be expected to have a Material Adverse Effect; or
  (l)
              *Termination
                  of Concession Contract*
  There
        occurs a termination of any Concession Contract that could reasonably be
        expected to have a material adverse effect on the principal mining operations
        of
        the Borrower and its Subsidiaries.
  8.02
              **Remedies
                  Upon Event of Default**
  If
        any
        Event of Default occurs and is continuing, the Administrative Agent shall,
        at
        the request of, or may, with the consent of, the Required Lenders, take any
        or
        all of the following actions:
  (a)
              declare
                  the Commitment of each Lender to make a portion of the loan to
                  be
                  terminated, whereupon such Commitment shall be
                  terminated;
  (b)
              declare
                  the unpaid outstanding principal amount of the Loan, all interest
                  accrued
                  and unpaid thereon, and all other amounts owing or payable hereunder
                  or
                  under any other Loan Document to be immediately due and payable,
                  without
                  presentment, demand, protest or other notice of any kind, all of
                  which are
                  hereby expressly waived by the Borrower;
                  and
  (c)
              exercise
                  on behalf of itself and the Lenders all rights and remedies available
                  to
                  it and the Lenders under the Loan
                  Documents;
  *provided,
        however* ,
        that
        upon the occurrence of an Event of Default described in Section 8.01(f)
        with respect to the Borrower, the Commitments shall automatically be terminated
        and the unpaid outstanding principal amount of the Loan and all interest
        and
        other amounts as aforesaid shall automatically become due and payable, in
        each
        case without further act of the Administrative Agent or any Lender.
  8.03
              **Application
                  of Funds**
  After
        the
        exercise of remedies provided for in Section 8.02 (or after the Loan has
        automatically become immediately due and payable as set forth in the proviso
        to
        Section 8.02), any amounts received on account of the Obligations shall be
        applied by the Administrative Agent in the following order:
  -
            48
            -
  (a)
              *First*,
                  to payment of that portion of the Obligations constituting fees,
                  indemnities, expenses and other amounts (including fees, charges
                  and
                  disbursements of counsel to the Agents and amounts payable under
                  Article III) payable to the Agents in their respective capacities as
                  such (and not in their capacities (if any) as
                  Lenders);
  (b)
              *Second*,
                  to payment of that portion of the Obligations constituting fees,
                  indemnities and other amounts (other than principal and interest)
                  payable
                  to the Lenders (including fees, charges and disbursements of counsel
                  to
                  the respective Lenders (including fees and time charges for attorneys
                  who
                  may be employees of any Lender) and amounts payable under
                  Article III), ratably among them in proportion to the respective
                  amounts described in this clause Second payable to
                  them;
  (c)
              *Third*,
                  to payment of that portion of the Obligations constituting accrued
                  and
                  unpaid interest on the Loan and other Obligations, ratably among
                  the
                  Lenders in proportion to the respective amounts described in this
                  clause
                  Third payable to them;
  (d)
              *Fourth*,
                  to payment of that portion of the Obligations constituting unpaid
                  principal of the Loan, ratably among the Lenders in proportion
                  to the
                  respective amounts described in this clause Fourth held by them;
                  and
  (e)
              *Last*,
                  the balance, if any, after all of the Obligations have been indefeasibly
                  paid in full, to the Borrower, or to the Guarantor, in case the
                  Guarantor
                  paid such obligations or as otherwise required by
                  Law.
  **ARTICLE
        IX**
 **GUARANTY**
  9.01
              **Guaranty******
  (a)
              The
                  Guarantor hereby absolutely, unconditionally and irrevocably guaranties,
                  jointly and severally, to the Agents and the Lenders (and their
                  respective
                  successors and assigns) the full and prompt payment when due, whether
                  at
                  maturity or earlier, by reason of acceleration or otherwise, and
                  at all
                  times thereafter, of all of the Obligations (including all renewals,
                  extensions, modifications and refinancings thereof) whenever existing.
                  Without limiting the foregoing, the Obligations guaranteed hereby
                  include
                  all fees, costs and expenses (including attorneys' fees and expenses)
                  incurred by the Agents or any Lender in attempting to collect any
                  amount
                  due under this Guaranty or in prosecuting any action against the
                  Borrower,
                  the Guarantor or any other guarantor of all or part of the Obligations
                  and
                  all interest, fees, costs and expenses owing to the Agents or any
                  Lender
                  after the commencement of bankruptcy proceedings with respect to
                  the
                  Borrower, the Guarantor or any other guarantor of all or part of
                  the
                  Obligations (whether or not the same may be collected while such
                  proceedings are pending).
  -
            49
            -
  (b)
              The
                  Guarantor hereby agrees that this Guaranty is a present and continuing
                  guaranty of payment and not of collection and that its obligations
                  hereunder shall be unconditional, irrespective of (i) the validity or
                  enforceability of the Obligations or any part thereof, or of any
                  of the
                  Loan Documents, (ii) the waiver or consent by the Agents or any
                  Lender with respect to any provision of any Loan Document, or any
                  amendment, modification or other change with respect to any Loan
                  Document,
                  (iii) any merger or consolidation of the Borrower, the Guarantor or
                  any other guarantor of all or part of the Obligations into or with
                  any
                  Person or any change in the ownership of the equity of the Borrower,
                  the
                  Guarantor or any other guarantor of all or part of the Obligations,
                  (iv) any dissolution of the Guarantor or any insolvency, bankruptcy,
                  liquidation, reorganization or similar proceedings with respect
                  to the
                  Borrower, the Guarantor or any other guarantor of all or part of
                  the
                  Obligations, (v) any action or inaction on the part of the Agents or
                  any Lender, including without limitation the absence of any attempt
                  to
                  collect the Obligations from the Borrower, the Guarantor or any
                  other
                  guarantor of all or part of the Obligations or other action to
                  enforce the
                  same or the failure by the Administrative Agent to take any steps
                  to
                  perfect and maintain its Lien on, or to preserve its rights to,
                  any
                  security or collateral for the Obligations, (vi) the Administrative
                  Agent's election, in any proceeding instituted under Chapter 11
                  of
                  Title 11 of the United States Code (11 U.S.C. Section 101
                  et seq.), as amended (the "**Bankruptcy
                  Code**")
                  of the application of Section 1111(b)(2) of the Bankruptcy Code,
                  (vii) any borrowing or grant of a Lien by the Borrower, the Guarantor
                  or any other guarantor of all or part of the Obligations, as
                  debtor-in-possession, under Section 364 of the Bankruptcy Code,
                  (viii) the disallowance, under Section 502 of the Bankruptcy
                  Code, of all or any portion of the Administrative Agent's or any
                  Lender's
                  claims for repayment of the Obligations, (ix) the Administrative
                  Agent's or any Lender's inability to enforce the Obligations of
                  the
                  Borrower as a result of the automatic stay provisions under
                  Section 362 of the Bankruptcy Code, (x) the discharge or release
                  by the Agents and/or Lenders of the Guarantor's obligations and
                  liabilities under this Guaranty or (xi) any other circumstance which
                  might otherwise constitute a legal or equitable discharge or defense
                  of
                  the Borrower, the Guarantor or any other guarantor of all or part
                  of the
                  Obligations.
  (c)
              Notwithstanding
                  any provision of this Guaranty to the contrary, it is intended
                  that this
                  Guaranty, and any Liens granted by the Guarantor to secure the
                  obligations
                  and liabilities arising pursuant to this Guaranty, not constitute
                  a
                  "Fraudulent Conveyance" (as defined below). Consequently, the Guarantor
                  agrees that if this Guaranty, or any Liens securing the obligations
                  and
                  liabilities arising pursuant to this Guaranty, would, but for the
                  application of this sentence, constitute a Fraudulent Conveyance,
                  this
                  Guaranty and each such Lien shall be valid and enforceable only
                  to the
                  maximum extent that would not cause this Guaranty or such Lien
                  to
                  constitute a Fraudulent Conveyance, and this Guaranty shall automatically
                  be deemed to have been amended accordingly at all relevant times.
                  For
                  purposes hereof, "**Fraudulent
                  Conveyance**"
                  means a fraudulent conveyance or fraudulent transfer under
                  Section 548 of the Bankruptcy Code or a fraudulent conveyance,
                  fraudulent transfer or other voidable transaction under the provisions
                  of
                  any applicable fraudulent conveyance, or fraudulent transfer law
                  or
                  similar law of any state, nation or other governmental unit, as
                  in effect
                  from time to time.
  (d)
              No
                  payment made by or for the account or benefit of the Guarantor
                  (including,
                  without limitation, (i) a payment made by the Borrower in respect of
                  the Obligations, (ii) a payment made by the Guarantor pursuant to
                  this Guaranty, (iii) a payment made by any Person under any other
                  guaranty of the Obligations or (iv) a payment made by means of
                  set-off or other application of funds by the Agents or any Lender)
                  pursuant to this Guaranty shall entitle the Guarantor, by subrogation
                  or
                  otherwise, to any payment by the Borrower or from or out of any
                  property
                  of the Borrower, and the Guarantor shall not exercise any right
                  or remedy
                  against the Borrower or any property of the Borrower including,
                  without
                  limitation, any right of contribution or reimbursement by reason
                  of any
                  performance by the Guarantor under this Guaranty, until the Obligations
                  have been indefeasibly paid in full and this Agreement has been
                  terminated.
  -
            50
            -
  (e)
              The
                  Guarantor hereby agrees that all indebtedness owed or owing by
                  the
                  Borrower to the Guarantor (whether evidenced by an account balance,
                  note,
                  loan agreement or other document or instrument) is subordinated
                  in right
                  of payment to the Obligations guaranteed by such Guarantor hereunder.
  (f)
              The
                  Guarantor hereby waives diligence, presentment, demand of payment,
                  filing
                  of claims with a court in the event of any bankruptcy proceeding
                  (or other
                  insolvency proceeding) of the Borrower, protest or notice with
                  respect to
                  the Obligations and all demands whatsoever, and covenants that
                  this
                  Guaranty will not be discharged, except by complete and irrevocable
                  payment and performance of the obligations and liabilities contained
                  herein. No notice to the Guarantor or any other party shall be
                  required
                  for the Administrative Agent, on behalf of the Agents or any Lender,
                  to
                  make demand hereunder. Such demand shall constitute a mature and
                  liquidated claim against the Guarantor. Upon the occurrence and
                  during the
                  continuance of any Event of Default, the Administrative Agent may,
                  at its
                  sole election, proceed directly and at once, without notice, against
                  the
                  Guarantor to collect and recover the full amount or any portion
                  of the
                  Obligations, without first proceeding against the Borrower, the
                  Guarantor,
                  any other Person or any security or collateral for the Obligations.
                  Subject to Section 8.03, the Administrative Agent shall have the
                  exclusive right to determine the application of payments and credits,
                  if
                  any, from the Guarantor, the Borrower, any other Person, or any
                  security
                  or collateral for the Obligations, on account of the Obligations
                  or of any
                  other liability of the Guarantor to the Agents and Lenders arising
                  hereunder.
  (g)
              The
                  Agents and Lenders are hereby authorized, without notice or demand
                  to any
                  Guarantor and without affecting or impairing the liability of the
                  Guarantor hereunder, to, from time to time, (i) renew, extend,
                  accelerate or otherwise change the time for payment of, or other
                  terms
                  relating to, the Obligations or otherwise modify, amend or change
                  the
                  terms of any Loan Document (subject to Section 11.01),
                  (ii) accept partial payments on the Obligations, (iii) take and
                  hold collateral for the payment of the Obligations, or for the
                  payment of
                  this Guaranty, or for the payment of any other guaranties of the
                  Obligations or other liabilities of the Borrower, and exchange,
                  enforce,
                  waive and release any such collateral, (iv) apply such collateral and
                  direct the order or manner of sale thereof as in their sole discretion
                  they may determine and (v) settle, release, compromise, collect or
                  otherwise liquidate the Obligations and any collateral therefor
                  in any
                  manner.
  (h)
              At
                  any time after maturity of the Obligations, the Agents and Lenders
                  may, in
                  their sole discretion, without notice to the Guarantor and regardless
                  of
                  the acceptance of any collateral for the payment hereof, appropriate
                  and
                  apply toward payment of the Obligations (i) any indebtedness due or
                  to become due from the Agents or any Lender to the Guarantor and
                  (ii) any moneys, credits or other property belonging to the Guarantor
                  at any time held by or coming into the possession of the Agents
                  or any
                  Lender or any Affiliates thereof, whether for deposit or
                  otherwise.
  -
            51
            -
  (i)
              The
                  Guarantor hereby assumes responsibility for keeping itself informed
                  of the
                  financial condition of the Borrower, and any and all endorsers
                  and other
                  guarantors of all or any part of the Obligations and of all other
                  circumstances bearing upon the risk of nonpayment of the Obligations
                  or
                  any part thereof that diligent inquiry would reveal, and the Guarantor
                  hereby agrees that neither the Agents nor any Lender shall have
                  any duty
                  to advise the Guarantor of information known to such Administrative
                  Agent
                  or Lender regarding such condition or any such circumstances. The
                  Guarantor hereby acknowledges familiarity with the Borrower's financial
                  condition and that it has not relied on any statements by the Agents
                  or
                  any Lender in obtaining such information. In the event the Agents
                  or any
                  Lender, in its sole discretion, undertakes at any time or from
                  time to
                  time to provide any such information to the Guarantor, neither
                  the Agents
                  nor any Lender shall be under any obligation (i) to undertake any
                  investigation with respect thereto, (ii) to disclose any information
                  which, pursuant to accepted or reasonable commercial finance practices,
                  the Agents or such Lender wishes to maintain confidential or (iii) to
                  make any other or future disclosures of such information, or any
                  other
                  information, to the Guarantor.
  (j)
              The
                  Guarantor consents and agrees that neither the Agents nor any Lender
                  shall
                  be under any obligation to marshal any assets in favor of the Guarantor
                  or
                  against or in payment of any or all of the Obligations. The Guarantor
                  further agrees that, to the extent that the Borrower makes a payment
                  or
                  payments to the Agents or any Lender, or the Agents or any Lender
                  receives
                  any proceeds of Collateral, which payment or payments or any part
                  thereof
                  are subsequently invalidated, declared to be fraudulent or preferential,
                  set aside or required to be repaid to the Borrower, its estate,
                  trustee,
                  receiver or any other party, including without limitation the Guarantor,
                  under any bankruptcy law, state or federal law, common law or equitable
                  cause, then to the extent of such payment or repayment, the Obligations
                  or
                  the part thereof which has been paid, reduced or satisfied by such
                  amount
                  shall be reinstated and continued in full force and effect as of
                  the date
                  such initial payment, reduction or satisfaction occurred, and this
                  Guaranty shall continue to be in existence and in full force and
                  effect,
                  irrespective of whether any evidence of indebtedness has been surrendered
                  or cancelled.
  (k)
              The
                  Guarantor also waives all set-offs and counterclaims and all presentments,
                  demands for performance, notices of nonperformance, protests, notices
                  of
                  protest, notices of dishonor, and notices of acceptance of this
                  Guaranty.
                  The Guarantor further waives all notices of the existence, creation
                  or
                  incurring of new or additional indebtedness, arising either from
                  additional loans extended to the Borrower or otherwise, and also
                  waives
                  all notices that the principal amount, or any portion thereof,
                  or any
                  interest under or on any Loan Document is due, notices of any and
                  all
                  proceedings to collect from the maker, any endorser or any other
                  guarantor
                  of all or any part of the Obligations, or from anyone else, and,
                  to the
                  extent permitted by law, notices of exchange, sale, surrender or
                  other
                  handling of any security or collateral given to the Collateral
                  Agent to
                  secure payment of the Obligations.
  **ARTICLE
        X**
  **AGENTS**
  10.01
              **Appointment
                  and Authority**
  Each
        of
        the Lenders hereby irrevocably appoints Banco de Crédito del Perú to act on its
        behalf as the Administrative Agent and Banco de Crédito del Perú to act on its
        behalf as the Collateral Agent hereunder and under the other Loan Documents
        and
        authorizes each Agent to take such actions on its behalf and to exercise
        such
        powers as are delegated to such Agent by the terms hereof or thereof, together
        with such actions and powers as are reasonably incidental thereto. The
        provisions of this Article are solely for the benefit of the Agents and the
        Lenders, and neither the Borrower, the Guarantor nor any Subsidiary shall
        have
        rights as a third party beneficiary of any of such provisions.
  -
            52
            -
  10.02
              **Rights
                  as a Lender**
  If
        it is
        a Lender, the Person serving as an Agent hereunder shall have the same rights
        and powers in its capacity as a Lender as any other Lender and may exercise
        the
        same as though it were not an Agent and the term "Lender" or "Lenders" shall,
        unless otherwise expressly indicated or unless the context otherwise requires,
        include the Person serving as an Agent hereunder in its individual capacity.
        Such Person and its Affiliates may accept deposits from, lend money to, act
        as
        the financial advisor or in any other advisory capacity for and generally
        engage
        in any kind of business with the Borrower or other Affiliate thereof as if
        such
        Person were not an Agent hereunder and without any duty to account therefor
        to
        the Lenders.
  10.03
              **Exculpatory
                  Provisions**
  The
        Agents shall not have any duties or obligations except those expressly set
        forth
        herein and in the other Loan Documents. Without limiting the generality of
        the
        foregoing, the Agents:
  (a)
              shall
                  not be subject to any fiduciary or other implied duties, regardless
                  of
                  whether a Default has occurred and is
                  continuing;
  (b)
              shall
                  not have any duty to take any discretionary action or exercise
                  any
                  discretionary powers, except discretionary rights and powers expressly
                  contemplated hereby or by the other Loan Documents that an Agent
                  is
                  required to exercise as directed in writing by the Required Lenders
                  (or
                  such other number or percentage of the Lenders as shall be expressly
                  provided for herein or in the other Loan Documents),*provided*that an Agent shall not be required to take any action that, in
                  its
                  opinion or the opinion of its counsel, may expose such Agent to
                  liability
                  or that is contrary to any Loan Document or applicable law;
                  and
  (c)
              shall
                  not, except as expressly set forth herein and in the other Loan
                  Documents,
                  have any duty to disclose, and shall not be liable for the failure
                  to
                  disclose, any information relating to the Borrower or any of its
                  Affiliates that is communicated to or obtained by the Person serving
                  as an
                  Agent or any of its Affiliates in any
                  capacity.
  An
        Agent
        shall not be liable for any action taken or not taken by it (i) with the
        consent or at the request of the Required Lenders (or such other number or
        percentage of the Lenders as shall be necessary, or as such Agent shall believe
        in good faith shall be necessary, under the circumstances as provided in
        Sections 11.01 and 8.02) or (ii) in the absence of its own gross
        negligence or willful misconduct. An Agent shall be deemed not to have knowledge
        of any Default unless and until notice describing such Default is given to
        such
        Agent by the Borrower or a Lender.
  An
        Agent
        shall not be responsible for or have any duty to ascertain or inquire into
        (i) any statement, warranty or representation made in or in connection with
        this Agreement or any other Loan Document, (ii) the contents of any
        certificate, report or other document delivered hereunder or thereunder or
        in
        connection herewith or therewith, (iii) the performance or observance of
        any of the covenants, agreements or other terms or conditions set forth herein
        or therein or the occurrence of any Default, (iv) the validity,
        enforceability, effectiveness or genuineness of this Agreement, any other
        Loan
        Document or any other agreement, instrument or document or (v) the
        satisfaction of any condition set forth in Article IV or elsewhere herein,
        other than to confirm receipt of items expressly required to be delivered
        to
        such Agent.
  -
            53
            -
  10.04
              **Reliance
                  by Agent**
  An
        Agent
        shall be entitled to rely upon, and shall not incur any liability for relying
        upon, any notice, request, certificate, consent, statement, instrument, document
        or other writing (including any electronic message, Internet or intranet
        website
        posting or other distribution) believed by it to be genuine and to have been
        signed, sent or otherwise authenticated by the proper Person. An Agent also
        may
        rely upon any statement made to it orally or by telephone and believed by
        it to
        have been made by the proper Person, and shall not incur any liability for
        relying thereon. In determining compliance with any condition hereunder to
        the
        making of the Loan that by its terms must be fulfilled to the satisfaction
        of a
        Lender, the Administrative Agent may presume that such condition is satisfactory
        to such Lender unless the Administrative Agent shall have received notice
        to the
        contrary from such Lender prior to the making of the Loan. An Agent may consult
        with legal counsel (who may be counsel for the Borrower), independent
        accountants and other experts selected by it, and shall not be liable for
        any
        action taken or not taken by it in accordance with the advice of any such
        counsel, accountants or experts.
  10.05
              **Delegation
                  of Duties**
  An
        Agent
        may perform any and all of its duties and exercise its rights and powers
        hereunder or under any other Loan Document by or through any one or more
        sub-agents appointed by such Agent. An Agent and any such sub-agent may perform
        any and all of its duties and exercise its rights and powers by or through
        their
        respective Related Parties. The exculpatory provisions of this Article shall
        apply to any such sub-agent and to the Related Parties of an Agent and any
        such
        sub-agent, and shall apply to their respective activities in connection with
        the
        syndication of the credit facilities provided for herein as well as activities
        as an Agent.
  10.06
              **Resignation
                  of Agent**
  An
        Agent
        may at any time give notice of its resignation to the Lenders and the Borrower.
        Upon receipt of any such notice of resignation, the Required Lenders shall
        have
        the right, in consultation with the Borrower, to appoint a successor, which
        shall be a bank with an office in the United States or Perú, or an Affiliate of
        any such bank with an office in the United States or Perú. If no such successor
        shall have been so appointed by the Required Lenders and shall have accepted
        such appointment within thirty (30) days after the retiring Agent gives notice
        of its resignation, then the retiring Agent may on behalf of the Lenders
        appoint
        a successor Agent, in consultation with the Borrower, meeting the qualifications
        set forth above; *provided* that if
        an Agent shall notify the Borrower and the Lenders that no qualifying Person
        has
        accepted such appointment, then such resignation shall nonetheless become
        effective in accordance with such notice and (1) the retiring Agent shall
        be discharged from its duties and obligations hereunder and under the other
        Loan
        Documents and (2) all payments, communications and determinations provided
        to be
        made by, to or through such Agent shall instead be made by or to each Lender
        directly, until such time as the Required Lenders appoint a successor Agent
        as
        provided for above in this Section. Upon the acceptance of a successor's
        appointment as an Agent hereunder, such successor shall succeed to and become
        vested with all of the rights, powers, privileges and duties of the retiring
        (or
        retired) Agent, and the retiring Agent shall be discharged from all of its
        duties and obligations hereunder or under the other Loan Documents (if not
        already discharged therefrom as provided above in this Section). The fees
        payable by the Borrower to a successor Agent shall be the same as those payable
        to its predecessor unless otherwise agreed between the Borrower and such
        successor. After the retiring Agent's resignation hereunder and under the
        other
        Loan Documents, the provisions of this Article and Section 11.04 shall
        continue in effect for the benefit of such retiring Agent, its sub-agents
        and
        their respective Related Parties in respect of any actions taken or omitted
        to
        be taken by any of them while the retiring Agent was acting as an
        Agent.
  -
            54
            -
  10.07
              **Non-Reliance
                  on Agent and Other Lenders**
  Each
        Lender acknowledges that it has, independently and without reliance upon
        the
        Agents or any other Lender or any of their Related Parties and based on such
        documents and information as it has deemed appropriate, made its own credit
        analysis and decision to enter into this Agreement. Each Lender also
        acknowledges that it will, independently and without reliance upon the Agents
        or
        any other Lender or any of their Related Parties and based on such documents
        and
        information as it shall from time to time deem appropriate, continue to make
        its
        own decisions in taking or not taking action under or based upon this Agreement,
        any other Loan Document or any related agreement or any document furnished
        hereunder or thereunder.
  10.08
              **No
                  Other Duties, Etc.**
  Anything
        herein to the contrary notwithstanding, the Mandated Lead Arrangers, Lead
        Arrangers and Arrangers listed on the cover page hereof shall not have any
        powers, duties or responsibilities under this Agreement or any of the other
        Loan
        Documents, except in its capacity, if applicable, as an Agent or a Lender
        hereunder.
  10.09
              **Administrative
                  Agent May File Proofs of
                  Claim**
  In
        case
        of the pendency of any receivership, insolvency, liquidation, bankruptcy,
        reorganization, arrangement, adjustment, composition or other judicial
        proceeding relative to the Borrower, the Administrative Agent (irrespective
        of
        whether the principal of the Loan shall then be due and payable as herein
        expressed or by declaration or otherwise and irrespective of whether the
        Administrative Agent shall have made any demand on the Borrower) shall be
        entitled and empowered, by intervention in such proceeding or
        otherwise
  (a)
              to
                  file and prove a claim for the whole amount of the principal and
                  interest
                  owing and unpaid in respect of the Loan and all other Obligations
                  that are
                  owing and unpaid and to file such other documents as may be necessary
                  or
                  advisable in order to have the claims of the Lenders and the
                  Administrative Agent (including any claim for the reasonable compensation,
                  expenses, disbursements and advances of the Lenders and the Administrative
                  Agent and their respective agents and counsel and all other amounts
                  due
                  the Lenders and the Administrative Agent under Sections 2.08 and
                  11.04) allowed in such judicial proceeding;
                  and
  (b)
              to
                  collect and receive any monies or other property payable or deliverable
                  on
                  any such claims and to distribute the
                  same;
  and
        any
        custodian, receiver, assignee, trustee, liquidator, sequestrator or other
        similar official in any such judicial proceeding is hereby authorized by
        each
        Lender to make such payments to the Administrative Agent and, in the event
        that
        the Administrative Agent shall consent to the making of such payments directly
        to the Lenders, to pay to the Administrative Agent any amount due for the
        reasonable compensation, expenses, disbursements and advances of the
        Administrative Agent and its agents and counsel, and any other amounts due
        the
        Administrative Agent under Sections 2.08 and 11.04.
  -
            55
            -
  Nothing
        contained herein shall be deemed to authorize the Administrative Agent to
        authorize or consent to or accept or adopt on behalf of any Lender any plan
        of
        reorganization, arrangement, adjustment or composition affecting the Obligations
        or the rights of any Lender or to authorize the Administrative Agent to vote
        in
        respect of the claim of any Lender in any such proceeding.
  **ARTICLE
        XI**
 **MISCELLANEOUS**
  11.01
              **Amendments,
                  Etc.**
  No
        amendment or waiver of any provision of this Agreement or any other Loan
        Document, and no consent to any departure by the Borrower therefrom, shall
        be
        effective unless in writing signed by the Required Lenders, the Borrower
        and the
        Guarantor, as the case may be, and acknowledged by the Administrative Agent,
        and
        each such waiver or consent shall be effective only in the specific instance
        and
        for the specific purpose for which given; *provided,
        however* ,
        that no
        such amendment, waiver or consent shall:
  (a)
              waive
                  any condition set forth in Section 4.01(a) without the written
                  consent of each Lender;
  (b)
              extend
                  or increase the Commitment of any Lender without the written consent
                  of
                  such Lender;
  (c)
              postpone
                  any date fixed by this Agreement or any other Loan Document for
                  any
                  payment of principal, interest, fees or other amounts due to the
                  Lenders
                  (or any of them) hereunder or under any other Loan Document without
                  the
                  written consent of each Lender directly affected
                  thereby;
  (d)
              reduce
                  the principal of, or the rate of interest specified herein on,
                  the Loan,
                  or (subject to clause (ii) of the second proviso to this
                  Section 11.01) any fees or other amounts payable hereunder or under
                  any other Loan Document without the written consent of each Lender
                  directly affected thereby;*provided,
                  however*,
                  that only the consent of the Required Lenders shall be necessary
                  to amend
                  the definition of "**Default
                  Rate**"
                  or to waive any obligation of the Borrower to pay interest at the
                  Default
                  Rate;
  (e)
              change
                  Section 2.12 or Section 8.03 in a manner that would alter the
                  pro rata sharing of payments required thereby without the written
                  consent
                  of each Lender;
  (f)
              change
                  any provision of this Section or the definition of "**Required
                  Lenders**"
                  or any other provision hereof specifying the number or percentage
                  of
                  Lenders required to amend, waive or otherwise modify any rights
                  hereunder
                  or make any determination or grant any consent hereunder without
                  the
                  written consent of each Lender;
  (g)
              release
                  any of the Collateral except as otherwise permitted by the Loan
                  Documents
                  (including Section 2.13(d)(ii) and Section 11.19);
                  or
  -
            56
            -
  (h)
              release
                  the Guarantor from its obligations under Article IX or amend or
                  otherwise modify any term of Article IX without the written consent
                  of each Lender;
  and, *provided
        further* ,
        that
        (i) no amendment, waiver or consent shall, unless in writing and signed by
        an Agent in addition to the Lenders required above, affect the rights or
        duties
        of such Agent under this Agreement or any other Loan Document; and (ii) any
        Fee Letter may be amended, or rights or privileges thereunder waived, only
        in a
        writing executed by the parties thereto. Notwithstanding anything to the
        contrary herein, no Defaulting Lender shall have any right to approve or
        disapprove any amendment, waiver or consent hereunder, except that the
        Commitment of such Lender may not be increased or extended without the consent
        of such Lender.
  11.02
              **Notices;
                  Effectiveness; Electronic
                  Communication**
  (a)
              *Notices
                  Generally*
  Except
        in
        the case of notices and other communications expressly permitted to be given
        by
        telephone (and except as provided in paragraph (b) below), all notices and
        other communications provided for herein shall be in writing and shall be
        delivered by hand or overnight courier service, mailed by certified or
        registered mail or sent by telecopier as follows, and all notices and other
        communications expressly permitted hereunder to be given by telephone shall
        be
        made to the applicable telephone number, as follows:
  (i)
              if
                  to the Borrower, the Guarantor or the Agents, to the address, telecopier
                  number, electronic mail address or telephone number specified for
                  such
                  Person on Schedule 11.02; and
  (ii)
              if
                  to any other Lender, to the address, telecopier number, electronic
                  mail
                  address or telephone number specified in its Administrative
                  Questionnaire.
  Notices
        sent by hand or overnight courier service, or mailed by certified or registered
        mail, shall be deemed to have been given when received; notices sent by
        telecopier shall be deemed to have been given when sent (except that, if
        not
        given during normal business hours for the recipient, shall be deemed to
        have
        been given at the opening of business on the next business day for the
        recipient). Notices delivered through electronic communications to the extent
        provided in subsection 11.02(b) below, shall be effective as provided in
        such subsection 11.02(b).
  (b)
              *Electronic
                  Communications*
  Notices
        and other communications to the Lenders hereunder may be delivered or furnished
        by electronic communication (including e-mail and Internet or intranet websites)
        pursuant to procedures approved by the Administrative Agent, *provided* that the
        foregoing shall not apply to notices to any Lender pursuant to Article II
        if
        such Lender has notified the Administrative Agent that it is incapable of
        receiving notices under such Article by electronic communication. The
        Administrative Agent or the Borrower may, in its discretion, agree to accept
        notices and other communications to it hereunder by electronic communications
        pursuant to procedures approved by it, *provided* that
        approval of such procedures may be limited to particular notices or
        communications.
  -
            57
            -
  Unless
        the Administrative Agent otherwise prescribes, (i) notices and other
        communications sent to an e-mail address shall be deemed received upon the
        sender's receipt of an acknowledgement from the intended recipient (such
        as by
        the "return receipt requested" function, as available, return e-mail or other
        written acknowledgement), *provided* that if
        such notice or other communication is not sent during the normal business
        hours
        of the recipient, such notice or communication shall be deemed to have been
        sent
        at the opening of business on the next business day for the recipient, and
        (ii) notices or communications posted to an Internet or intranet website
        shall be deemed received upon the deemed receipt by the intended recipient
        at
        its e-mail address as described in the foregoing clause (i) of notification
        that such notice or communication is available and identifying the website
        address therefor.
  (c)
              *Change
                  of Address, Etc.*
  The
        Borrower and the Administrative Agent may change its address, telecopier
        or
        telephone number for notices and other communications hereunder by notice
        to the
        other parties hereto. Each other Lender may change its address, telecopier
        or
        telephone number for notices and other communications hereunder by notice
        to the
        Borrower and the Administrative Agent. In addition, each Lender agrees to
        notify
        the Administrative Agent from time to time to ensure that the Administrative
        Agent has on record (i) an effective address, contact name, telephone
        number, telecopier number and electronic mail address to which notices and
        other
        communications may be sent and (ii) accurate wire instructions for such
        Lender.
  (d)
              *Reliance
                  by Agents and Lenders*
  The
        Agents and the Lenders shall be entitled to rely and act upon any notices
        (including telephonic Loan Notices) purportedly given by or on behalf of
        the
        Borrower even if (i) such notices were not made in a manner specified
        herein, were incomplete or were not preceded or followed by any other form
        of
        notice specified herein, or (ii) the terms thereof, as understood by the
        recipient, varied from any confirmation thereof. All telephonic notices to
        and
        other telephonic communications with the Agents may be recorded by the Agents,
        and each of the parties hereto hereby consents to such recording.
  11.03
              **No
                  Waiver; Cumulative
                  Remedies**
  No
        failure by any Lender or an Agent to exercise, and no delay by any such Person
        in exercising, any right, remedy, power or privilege hereunder or under any
        other Loan Document shall operate as a waiver thereof; nor shall any single
        or
        partial exercise of any right, remedy, power or privilege hereunder or under
        any
        other Loan Document preclude any other or further exercise thereof or the
        exercise of any other right, remedy, power or privilege. The rights, remedies,
        powers and privileges herein provided are cumulative and not exclusive of
        any
        rights, remedies, powers and privileges provided by law.
  -
            58
            -
  11.04
              **Expenses;
                  Indemnity; Damage Waiver**
  (a)
              *Costs
                  and Expenses*
  Notwithstanding
        any failure of the Agreement to close, the Borrower shall pay (i) all
        reasonable out-of-pocket expenses incurred by the Agents and their respective
        Affiliates (including the reasonable fees, charges and disbursements of counsel
        for the Agents), in connection with the syndication of the credit facilities
        provided for herein, the preparation, negotiation, execution, delivery and
        administration of this Agreement and the other Loan Documents or any amendments,
        modifications or waivers of the provisions hereof or thereof (whether or
        not the
        transactions contemplated hereby or thereby shall be consummated) and
        (ii) all reasonable out-of-pocket expenses incurred by the Agents or any
        Lender (including the reasonable fees, charges and disbursements of any external
        counsel for the Agents or any Lender), in connection with the enforcement
        or
        after the occurrence of an Event of Default, the protection of its rights
        (A) in connection with this Agreement and the other Loan Documents,
        including its rights under this Section, or (B) in connection with the Loan
        made hereunder, including after the occurrence of an Event of Default, all
        such
        out-of-pocket expenses incurred during any workout, restructuring or
        negotiations in respect of the Loan.
  (b)
              *Indemnification
                  by the Borrower*
  Notwithstanding
        any failure of the Agreement to close, the Borrower shall indemnify the Agents
        (and any sub-agent thereof), each Lender and each Related Party of any of
        the
        foregoing Persons (each such Person being called an " **Indemnitee** ")
        against, and hold each Indemnitee harmless from, any and all losses, claims
        and
        damages and liabilities and related expenses relating to such losses, claims
        and
        damages (including the fees, charges and disbursements of any counsel for
        any
        Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee
        by
        any third party or by the Borrower arising out of, in connection with, or
        as a
        result of (i) the execution or delivery of this Agreement, any other Loan
        Document or any agreement or instrument contemplated hereby or thereby, the
        performance by the parties hereto of their respective obligations hereunder
        or
        thereunder, the consummation of the transactions contemplated hereby or thereby,
        or, in the case of the Administrative Agent (and any sub-agent thereof) and
        its
        Related Parties only, the administration of this Agreement and the other
        Loan
        Documents, (ii) the Loan or the use or proposed use of the proceeds
        therefrom, (iii) any actual or alleged presence or release of Hazardous
        Materials on or from any property owned or operated by the Borrower, or any
        Environmental Liability related in any way to the Borrower, or (iv) any
        actual or prospective claim, litigation, investigation or proceeding relating
        to
        any of the foregoing, whether based on contract, tort or any other theory,
        whether brought by a third party or by the Borrower, the Guarantor or any
        other
        Subsidiary, and regardless of whether any Indemnitee is a party thereto,
        in all
        cases, whether or not caused by or arising, in whole or in part, out of the
        comparative, contributory or sole negligence of the Indemnitee; *provided* that
        such indemnity shall not, as to any Indemnitee, be available to the extent
        that
        such losses, claims, damages, liabilities or related expenses (x) are
        determined by a court of competent jurisdiction by final and nonappealable
        judgment to have resulted from the gross negligence or willful misconduct
        of
        such Indemnitee or (y) result from a claim brought by the Borrower, the
        Guarantor or any Subsidiary against an Indemnitee for breach in bad faith
        of
        such Indemnitee's obligations hereunder or under any other Loan Document,
        if the
        Borrower has obtained a final and nonappealable judgment in its favor on
        such
        claim as determined by a court of competent jurisdiction.
  -
            59
            -
  (c)
              *Reimbursement
                  by Lenders*
  To
        the
        extent that the Borrower for any reason fails to indefeasibly pay any amount
        required under clause 11.04(a) or 11.04(b) of this Section to be paid
        by it to an Agent (or any sub-agent thereof) or any Related Party of any
        of the
        foregoing, each Lender severally agrees to pay to such Agent (or any such
        sub-agent) or such Related Party, as the case may be, such Lender's Applicable
        Percentage (determined as of the time that the applicable unreimbursed expense
        or indemnity payment is sought) of such unpaid amount, *provided* that the
        unreimbursed expense or indemnified loss, claim, damage, liability or related
        expense, as the case may be, was incurred by or asserted against such Agent
        (or
        any such sub-agent) or against any Related Party of any of the foregoing
        acting
        for such Agent (or any such sub-agent) in connection with such capacity.
        The
        obligations of the Lenders under this clause 11.04(c) are subject to the
        provisions of Section 2.11(e).
  (d)
              *Waiver
                  of Consequential Damages, Etc.*
  To
        the
        fullest extent permitted by applicable law, the Borrower shall not assert,
        and
        hereby waives, any claim against any Indemnitee, on any theory of liability,
        for
        special, indirect, consequential or punitive damages (as opposed to direct
        or
        actual damages) arising out of, in connection with, or as a result of, this
        Agreement, any other Loan Document or any agreement or instrument contemplated
        hereby, the transactions contemplated hereby or thereby, the Loan or the
        use of
        the proceeds thereof. No Indemnitee referred to in clause 11.04(b) above
        shall be liable for any damages arising from the use by unintended recipients
        of
        any information or other materials distributed by it through telecommunications,
        electronic or other information transmission systems in connection with this
        Agreement or the other Loan Documents or the transactions contemplated hereby
        or
        thereby.
  (e)
              *Payments*
  All
        amounts due under this Section shall be payable not later than ten (10) Business
        Days after demand therefor.
  (f)
              *Survival*
  The
        agreements in this Section shall survive the resignation of an Agent, the
        replacement of any Lender, the termination of the Loan Documents and the
        repayment, satisfaction or discharge of all Obligations.
  11.05
              **Payments
                  Set Aside**
  To
        the
        extent that any payment by or on behalf of the Borrower is made to the
        Administrative Agent or any Lender, or the Administrative Agent or any Lender
        exercises its right of setoff, and such payment or the proceeds of such setoff
        or any part thereof is subsequently invalidated, declared to be fraudulent
        or
        preferential, set aside or required (including pursuant to any settlement
        entered into by the Administrative Agent or such Lender in its discretion)
        to be
        repaid to a trustee, receiver or any other party, in connection with any
        proceeding under any debtor relief law or otherwise, then (a) to the extent
        of such recovery, the obligation or part thereof originally intended to be
        satisfied shall be revived and continued in full force and effect as if such
        payment had not been made or such setoff had not occurred and (b) each
        Lender severally agrees to pay to the Administrative Agent upon demand its
        applicable share (without duplication) of any amount so recovered from or
        repaid
        by the Administrative Agent, plus interest thereon from the date of such
        demand
        to the date such payment is made at a rate per annum equal to the Federal
        Funds
        Rate from time to time in effect. The obligations of the Lenders under
        clause (b) of the preceding sentence shall survive the payment in full of
        the Obligations and the termination of this Agreement.
  -
            60
            -
  11.06
              **Successors
                  and Assigns**
  (a)
              *Successors
                  and Assigns Generally*
  The
        provisions of this Agreement shall be binding upon and inure to the benefit
        of
        the parties hereto and their respective successors and assigns permitted
        hereby,
        except that the Borrower may not assign or otherwise transfer any of its
        rights
        or obligations hereunder without the prior written consent of the Administrative
        Agent and each Lender and no Lender may assign or otherwise transfer any
        of its
        rights or obligations hereunder except (i) to any Person in accordance with
        the provisions of clause 11.06(b) of this Section, (ii) by way of
        participation in accordance with the provisions of clause 11.06(c) of this
        Section, (iii) by way of pledge or assignment of a security interest
        subject to the restrictions of clause 11.06(e) of this Section, (and any
        other attempted assignment or transfer by any party hereto shall be null
        and
        void). Nothing in this Agreement, expressed or implied, shall be construed
        to
        confer upon any Person (other than the parties hereto, their respective
        successors and assigns permitted hereby, Participants to the extent provided
        in
        clause 11.06(c) of this Section and, to the extent expressly contemplated
        hereby, the Related Parties of each of the Administrative Agent and the Lenders)
        any legal or equitable right, remedy or claim under or by reason of this
        Agreement.
  (b)
              *Assignments
                  by Lenders*
  Any
        Lender may at any time assign to one or more Persons all or a portion of
        its
        rights and obligations under this Agreement; *provided* that
  (i)
              except
                  (A) in the case of an assignment of the entire remaining amount of
                  the Loan at the time owing to the assigning Lender or (B) in the case
                  of an assignment to a Lender or an Affiliate of a Lender or an
                  Approved
                  Fund with respect to a Lender, the principal amount of the Loan
                  of the
                  assigning Lender subject to each such assignment, determined as
                  of the
                  date the Assignment and Assumption with respect to such assignment
                  is
                  delivered to the Administrative Agent or, if "**Trade
                  Date**"
                  is specified in the Assignment and Assumption, as of the Trade
                  Date, shall
                  not be less than $5,000,000 unless each of the Administrative Agent
                  and,
                  so long as no Event of Default has occurred and is continuing,
                  the
                  Borrower otherwise consents (each such consent not to be unreasonably
                  withheld or delayed);*provided,
                  however*,
                  that concurrent assignments to members of an Assignee Group and
                  concurrent
                  assignments from members of an Assignee Group to a single Person
                  (or to a
                  Person and members of its Assignee Group) will be treated as a
                  single
                  assignment for purposes of determining whether such minimum amount
                  has
                  been met;
  (ii)
              unless
                  (A) an Event of Default shall have occurred and is continuing or
                  (B) in
                  the case of an assignment other than to a Lender, an Affiliate
                  of a Lender
                  or an Approved Fund, the Borrower shall have consented to such
                  assignment
                  (such consent not to be unreasonably withheld or delayed and deemed
                  granted unless refused within fifteen (15) Business
                  Days);
  (iii)
              except
                  in the case of an assignment to a Lender, an Affiliate of a Lender
                  or an
                  Approved Fund, the Administrative Agent shall have consented (such
                  consent
                  not to be unreasonably withheld or
                  delayed);
  -
            61
            -
  (iv)
              neither
                  the Borrower nor the Guarantor shall be required to pay to the
                  assignee a
                  greater amount under Section 3.01 or 3.04 than the Borrower or
                  the
                  Guarantor would have been required to pay to the assigning Lender
                  pursuant
                  to applicable law in effect as of the date of such assignment;
                  and
  (v)
              the
                  parties to each assignment shall execute and deliver to the Administrative
                  Agent an Assignment and Assumption, together with a processing
                  and
                  recordation fee of $3,500 (except that no such fee shall be payable
                  in
                  relation to an assignment by a Lender to its’ Affiliate), and the
                  assignee, if it shall not be a Lender, shall deliver to the Administrative
                  Agent an Administrative
                  Questionnaire.
  From
        and
        after the effective date specified in each Assignment and Assumption, the
        assignee thereunder shall be a party to this Agreement and, to the extent
        of the
        interest assigned by such Assignment and Assumption, have the rights and
        obligations of a Lender under this Agreement, and the assigning Lender
        thereunder shall, to the extent of the interest assigned by such Assignment
        and
        Assumption, be released from its obligations under this Agreement (and, in
        the
        case of an Assignment and Assumption covering all of the assigning Lender's
        rights and obligations under this Agreement, such Lender shall cease to be
        a
        party hereto) but shall continue to be entitled to the benefits of
        Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances
        occurring prior to the effective date of such assignment. Any assignment
        or
        transfer by a Lender of rights or obligations under this Agreement that does
        not
        comply with this clause shall be treated for purposes of this Agreement as
        a
        sale by such Lender of a participation in such rights and obligations in
        accordance with clause 11.06(c) of this Section.
  (c)
              *Participations*
  Any
        Lender may at any time, without the consent of, or notice to, the Borrower
        or
        the Administrative Agent, sell participations to any Person (other than a
        natural person, the Borrower or any Affiliate or Subsidiary of the Borrower)
        (each, a " **Participant** ")
        in all
        or a portion of such Lender's rights and/or obligations under this Agreement
        (including all or a portion of its Commitment and/or that portion of the
        Loan
        owing to it); *provided* that
        (i) such Lender's obligations under this Agreement shall remain unchanged,
        (ii) such Lender shall remain solely responsible to the other parties
        hereto for the performance of such obligations and (iii) the Borrower, the
        Administrative Agent and the Lenders shall continue to deal solely and directly
        with such Lender in connection with such Lender's rights and obligations
        under
        this Agreement.
  Any
        agreement or instrument pursuant to which a Lender sells such a participation
        shall provide that such Lender shall retain the sole right to enforce this
        Agreement and to approve any amendment, modification or waiver of any provision
        of this Agreement; *provided* that
        such agreement or instrument may provide that such Lender will not, without
        the
        consent of the Participant, agree to any amendment, waiver or other modification
        described in the first proviso to Section 11.01 that affects such
        Participant. Subject to clause 11.06(d) of this Section, the Borrower
        agrees that each Participant shall be entitled to the benefits of
        Sections 3.01, 3.04 and 3.05 ** to
        the
        same extent as if it were a Lender and had acquired its interest by assignment
        pursuant to clause 11.06(b) of this Section. To the extent permitted by
        law, each Participant also shall be entitled to the benefits of
        Section 11.08 ** as
        though
        11.08 are a Lender, provided such Participant agrees to be subject to
        Section 2.12 as though it were a Lender.
  -
            62
            -
  (d)
              *Limitations
                  upon Participant Rights*
  A
        Participant shall not be entitled to receive any greater payment under
        Section 3.01 or 3.04 ** than
        the
        selling Lender would have been entitled to receive with respect to the
        participation sold to such Participant at the time of such sale, unless the
        sale
        of the participation to such Participant is made with the Borrower's prior
        written consent. A Participant shall not be entitled to the benefits of
        Section 3.01 unless the Borrower is notified of the participation sold to
        such Participant and such Participant agrees, for the benefit of the Borrower,
        to comply with subsection 3.01(e) as though it were a Lender.
  (e)
              *Certain
                  Pledges*
  Any
        Lender may at any time pledge or assign a security interest in all or any
        portion of its rights under this Agreement to secure obligations of such
        Lender,
        including any pledge or assignment to secure obligations to a Federal Reserve
        Bank; *provided* that
        no
        such pledge or assignment shall release such Lender from any of its obligations
        hereunder or substitute any such pledgee or assignee for such Lender as a
        party
        hereto.
  (f)
              *Electronic
                  Execution of Assignments*
  The
        words
        " **execution** ",
        " **signed** ",
        " **signature** "
        and
        words of like import in any Assignment and Assumption shall be deemed to
        include
        electronic signatures or the keeping of records in electronic form, each
        of
        which shall be of the same legal effect, validity or enforceability as a
        manually executed signature or the use of a paper-based recordkeeping system,
        as
        the case may be, to the extent and as provided for in any applicable law,
        including the Federal Electronic Signatures in Global and National Commerce
        Act,
        the New York State Electronic Signatures and Records Act, or any other similar
        state laws based on the Uniform Electronic Transactions Act.
  11.07
              **Treatment
                  of Certain Information;
                  Confidentiality**
  Each
        of
        the Administrative Agent and the Lenders agrees to maintain the confidentiality
        of the Information (as defined below), except that Information may be
        disclosed:
  (a)
              to
                  its Affiliates and to its and its Affiliates' respective partners,
                  directors, officers, employees, agents, advisors and representatives
                  (it
                  being understood that the Persons to whom such disclosure is made
                  will be
                  informed of the confidential nature of such Information and instructed
                  to
                  keep such Information
                  confidential);
  (b)
              to
                  the extent requested by any regulatory authority purporting to
                  have
                  jurisdiction over it (including any self-regulatory authority,
                  such as the
                  National Association of Insurance
                  Commissioners);
  (c)
              to
                  the extent required by applicable laws or regulations or by any
                  subpoena
                  or similar legal process, (d) to any other party hereto, (e) in
                  connection with the exercise of any remedies hereunder or under
                  any other
                  Loan Document or any action or proceeding relating to this Agreement
                  or
                  any other Loan Document or the enforcement of rights hereunder
                  or
                  thereunder, (f) subject to an agreement containing provisions
                  substantially the same as those of this Section, to (i) any assignee
                  of or Participant in, or any prospective assignee of or Participant
                  in,
                  any of its rights or obligations under this Agreement or (ii) any
                  actual or prospective counterparty (or its advisors) to any swap
                  or
                  derivative transaction relating to the Borrower and its obligations,
                  (g) with the consent of the Borrower or (h) to the extent such
                  Information (i) becomes publicly available other than as a result of
                  a breach of this Section or (ii) becomes available to the
                  Administrative Agent, any Lender or any of their respective Affiliates
                  on
                  a nonconfidential basis from a source other than the
                  Borrower.
  -
            63
            -
  For
        purposes of this Section, " **Information** "
        means
        all information received from the Borrower or any Subsidiary of either of
        them
        relating to the Borrower, or any of its business, other than any such
        information that is available to the Administrative Agent or any Lender on
        a
        nonconfidential basis prior to disclosure by the Borrower, *provided* that, in
        the case of information received from the Borrower, after the date hereof,
        such
        information is clearly identified at the time of delivery as confidential.
        Any
        Person required to maintain the confidentiality of Information as provided
        in
        this Section shall be considered to have complied with its obligation to
        do so
        if such Person has exercised the same degree of care to maintain the
        confidentiality of such Information as such Person would accord to its own
        confidential information.
  Each
        of
        the Administrative Agent and the Lenders acknowledges that (a) the
        Information may include material non-public information concerning the Borrower,
        (b) it has developed compliance procedures regarding the use of material
        non-public information and (c) it will handle such material non-public
        information in accordance with applicable Law, including U.S. Federal and
        state
        securities Laws.
  11.08
              **Right
                  of Setoff**
  If
        an
        Event of Default shall have occurred and be continuing, each Lender and each
        of
        their respective Affiliates is hereby authorized at any time and from time
        to
        time, to the fullest extent permitted by applicable law, to set off and apply
        any and all deposits (general or special, time or demand, provisional or
        final,
        in whatever currency) at any time held and other obligations (in whatever
        currency) at any time owing by such Lender or any such Affiliate to or for
        the
        credit or the account of the Borrower, against any and all of the obligations
        of
        the Borrower now or hereafter existing under this Agreement or any other
        Loan
        Document to such Lender, irrespective of whether or not such Lender shall
        have
        made any demand under this Agreement or any other Loan Document and although
        such obligations of the Borrower may be contingent or unmatured or are owed
        to a
        branch or office of such Lender different from the branch or office holding
        such
        deposit or obligated on such indebtedness. The rights of each Lender and
        their
        respective Affiliates under this Section are in addition to other rights
        and
        remedies (including other rights of setoff) that such Lender or their respective
        Affiliates may have. Each Lender agrees to notify the Borrower and the
        Administrative Agent promptly after any such setoff and application, *provided* that the
        failure to give such notice shall not affect the validity of such setoff
        and
        application.
  11.09
              **Interest
                  Rate Limitation**
  Notwithstanding
        anything to the contrary contained in any Loan Document, the interest paid
        or
        agreed to be paid under the Loan Documents shall not exceed the maximum rate
        of
        non-usurious interest permitted by applicable Law (the " **Maximum
        Rate** ").
        If
        the Administrative Agent or any Lender shall receive interest in an amount
        that
        exceeds the Maximum Rate, the excess interest shall be applied to the principal
        of the Loan or, if it exceeds such unpaid principal, refunded to the Borrower.
        In determining whether the interest contracted for, charged, or received
        by the
        Administrative Agent or a Lender exceeds the Maximum Rate, such Person may,
        to
        the extent permitted by applicable Law, (a) characterize any payment that
        is not principal as an expense, fee, or premium rather than interest,
        (b) exclude voluntary prepayments and the effects thereof, and
        (c) amortize, prorate, allocate, and spread in equal or unequal parts the
        total amount of interest throughout the contemplated term of the Obligations
        hereunder.
  -
            64
            -
  11.10
              **Counterparts;
                  Integration; Effectiveness**
  This
        Agreement may be executed in counterparts (and by different parties hereto
        in
        different counterparts), each of which shall constitute an original, but
        all of
        which when taken together shall constitute a single contract. This Agreement
        and
        the other Loan Documents constitute the entire contract among the parties
        relating to the subject matter hereof and supersede any and all previous
        agreements and understandings, oral or written, relating to the subject matter
        hereof. Except as provided in Section 4.01, this Agreement shall become
        effective when it shall have been executed by the Administrative Agent and
        when
        the Administrative Agent shall have received counterparts hereof that, when
        taken together, bear the signatures of each of the other parties hereto.
        Delivery of an executed counterpart of a signature page of this Agreement
        by
        telecopy shall be effective as delivery of a manually executed counterpart
        of
        this Agreement.
  11.11
              **Survival
                  of Representations and
                  Warranties**
  All
        representations and warranties made hereunder and in any other Loan Document
        or
        other document delivered pursuant hereto or thereto or in connection herewith
        or
        therewith shall survive the execution and delivery hereof and thereof. Such
        representations and warranties have been or will be relied upon by the
        Administrative Agent and each Lender, regardless of any investigation made
        by
        the Administrative Agent or any Lender or on their behalf and notwithstanding
        that the Administrative Agent or any Lender may have had notice or knowledge
        of
        any Default at the time of making the Loan, and shall continue in full force
        and
        effect as long as the Loan or any other Obligation hereunder shall remain
        unpaid
        or unsatisfied.
  11.12
              **Severability**
  If
        any
        provision of this Agreement or the other Loan Documents is held to be illegal,
        invalid or unenforceable, (a) the legality, validity and enforceability of
        the remaining provisions of this Agreement and the other Loan Documents shall
        not be affected or impaired thereby and (b) the parties shall endeavor in
        good faith negotiations to replace the illegal, invalid or unenforceable
        provisions with valid provisions the economic effect of which comes as close
        as
        possible to that of the illegal, invalid or unenforceable provisions. The
        invalidity of a provision in a particular jurisdiction shall not invalidate
        or
        render unenforceable such provision in any other jurisdiction.
  11.13
              **Replacement
                  of Lenders**
  If
        any
        Lender requests compensation under Section 3.01 (in connection with an
        Indemnified Tax arising from a Change in Law), 3.02 or 3.04, or if the Borrower
        is required to pay any additional amount to any Lender or any Governmental
        Authority for the account of any Lender pursuant to Section 3.06 or if any
        Lender is a Defaulting Lender, then the Borrower may, at its sole expense
        and
        effort, upon notice to such Lender and the Administrative Agent, require
        such
        Lender to assign and delegate, without recourse (in accordance with and subject
        to the restrictions contained in, and consents required by, Section 11.06),
        all of its interests, rights and obligations under this Agreement and the
        related Loan Documents to an assignee that shall assume such obligations
        (which
        assignee may be another Lender, if a Lender accepts such assignment), *provided* that:
  (a)
              the
                  Borrower shall have paid to the Administrative Agent the assignment
                  fee
                  specified in
                  subsection 11.06(b);
  -
            65
            -
  (b)
              such
                  Lender shall have received payment of an amount equal to the outstanding
                  principal of its portion of the Loan, accrued interest thereon,
                  accrued
                  fees and all other amounts payable to it hereunder and under the
                  other
                  Loan Documents (including any amounts under Section 3.05 but
                  excluding any payment fee) from the assignee (to the extent of
                  such
                  outstanding principal and accrued interest and fees) or the Borrower
                  (in
                  the case of all other amounts);
  (c)
              in
                  the case of any such assignment resulting from a claim for compensation
                  under Section 3.01, 3.02 or 3.04, such assignment will result in a
                  reduction in such compensation or payments thereafter;
                  and
  (d)
              such
                  assignment does not conflict with applicable
                  Laws.
  A
        Lender
        shall not be required to make any such assignment or delegation if, prior
        thereto, as a result of a waiver by such Lender or otherwise, the circumstances
        entitling the Borrower to require such assignment and delegation cease to
        apply.
        Any action taken and any expense incurred by the Borrower pursuant to this
        Section 11.13 shall be without prejudice to any claim the Borrower may have
        against any Lender that is a Defaulting Lender.
  11.14
              **Governing
                  Law; Jurisdiction; Etc.**
  (a)
              *GOVERNING
                  LAW*
  THIS
        AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
        OF THE
        STATE OF NEW YORK.
  (b)
              *SUBMISSION
                  TO JURISDICTION*
  EACH
        OF
        THE BORROWER AND GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF
        AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE
        OF
        NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT
        OF
        THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF,
        IN
        ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
        ANY
        OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND
        EACH
        OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS
        IN
        RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
        NEW
        YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN
        SUCH
        U.S. FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT
        IN
        ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
        OTHER
        JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
        LAW.
        NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY
        RIGHT
        THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY
        ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
        AGAINST THE BORROWER, THE GUARANTOR OR ITS RESPECTIVE PROPERTIES IN THE COURTS
        OF ANY JURISDICTION.
  -
            66
            -
  (c)
              *WAIVER
                  OF VENUE*
  EACH
        OF
        THE BORROWER AND GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
        FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW
        OR
        HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING
        OUT OF
        OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED
        TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY
        IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
        DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
        IN ANY SUCH COURT.
  (d)
              *Service
                  of Process*
  (i)
              The
                  Borrower and the Guarantor hereby appoints National Registered
                  Agents,
                  Inc. (the "**Process
                  Agent**"),
                  with an office on the date hereof at 875 Avenue of the Americas,
                  Suite
                  501, New York, New York 10001, as its agent to receive on behalf
                  of it and
                  its property service of copies of summons and complaints and any
                  other
                  process that may be served in any action or proceeding relating
                  to this
                  Agreement or any other Loan Document. Such service may be made
                  by mailing
                  or delivering a copy of such process to the Borrower or the Guarantor
                  in
                  care of the Process Agent at the Process Agent's above address
                  (or
                  successor address), and the Borrower and the Guarantor irrevocably
                  authorizes and directs the Process Agent to accept such service
                  on behalf
                  of it and its property. As an alternative method of service, each
                  of the
                  Borrower and the Guarantor also irrevocably consents to the service
                  of any
                  process in the manner provided for notices in Section 11.02. The
                  Borrower and the Guarantor may not rescind, cancel or otherwise
                  terminate
                  such appointment unless the Borrower and the Guarantor, as the
                  case may
                  be, obtains the prior written approval of the Administrative Agent
                  and
                  simultaneously appoints a successor Process Agent. If any Process
                  Agent
                  shall cease to accept such appointment at any time the Borrower
                  and the
                  Guarantor shall promptly notify the Lender and appoint a successor
                  Process
                  Agent.
  (ii)
              Each
                  other party hereto irrevocably consents to service of process in
                  the
                  manner provided for notices in
                  Section 11.02.
  (iii)
              Nothing
                  in this Agreement or any other Loan Document will affect the right
                  of any
                  party hereto to service process in any other manner permitted by
                  applicable Law.
  11.15
              **Waiver
                  of Jury Trial**
  EACH
        PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
        APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
        DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
        OTHER
        LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
        BASED
        ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
        THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
        EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
        LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
        IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
        AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
        CERTIFICATIONS IN THIS SECTION.
  -
            67
            -
  11.16
              **Waiver
                  of Immunity**
  To
        the
        extent that the Borrower or Guarantor has or hereafter may acquire any immunity
        from jurisdiction of any court or from any legal process (whether through
        service or notice, attachment prior to judgment, attachment in aid of execution,
        execution or otherwise) with respect to itself or its property, such Person
        hereby (A) irrevocably waives such immunity in respect of its obligations
        under this Agreement and the other Loan Documents to which it is a party
        and
        (B) without limiting the generality of the foregoing, agrees that the
        waivers set forth in this paragraph shall have the fullest scope permitted
        under
        the Foreign Sovereign Immunities Act of 1976 of the United States of America
        and
        are intended to be irrevocable for purposes of such Act.
  11.17
              **Judgment
                  Currency**
  If
        any
        claim arising under or related to the obligations of the Borrower or Guarantor
        under this Agreement or any other Loan Document is reduced to a judgment
        in any
        court denominated in a currency (the " **Judgment
        Currency** ")
        other
        than Dollars, such judgment shall be for the equivalent in the Judgment Currency
        of the amount of the claim denominated in Dollars included in the judgment,
        determined as of the date of judgment. The equivalent of the Dollar amount
        in
        any Judgment Currency shall be calculated at the spot rate for the purchase
        of
        Dollars with the Judgment Currency quoted by the Administrative Agent at
        or
        about 8:00 a.m. on such date for judgment. The Borrower or Guarantor shall
        indemnify the Administrative Agent and the Lenders and hold the Administrative
        Agent and the Lenders harmless from and against all loss or damage resulting
        from any change in exchange rates between the date any claim is reduced to
        judgment and the date of payment thereof by the Borrower or Guarantor or
        any
        failure of the amount of any such judgment to be calculated as provided in
        this
        Section.
  11.18
              **USA
                  PATRIOT Act Notice**
  Each
        Lender that is subject to the Act (as hereinafter defined) and the
        Administrative Agent (for itself and not on behalf of any Lender) hereby
        notifies the Borrower and Guarantor that pursuant to the requirements of
        the USA
        PATRIOT Act (Title III of Pub. L. 107-56 (signed into law
        October 26, 2001)) (the " **Act** "),
        it is
        required to obtain, verify and record information that identifies the Borrower
        and Guarantor, which information includes the name and address of the Borrower
        and Guarantor and other information that will allow such Lender or the
        Administrative Agent, as applicable, to identify the Borrower and Guarantor
        in
        accordance with the Act.
  11.19
              **Release
                  of Collateral and
                  Obligations**
  Notwithstanding
        anything to the contrary contained herein or in any other Loan Document,
        upon
        request of the Borrower in connection with any release of Collateral permitted
        by the Loan Documents, the Collateral Agent shall (without notice to, or
        vote or
        consent of, any Lender) take such actions as shall reasonably be required
        to
        promptly release its security interest in such Collateral being released,
        to the
        extent reasonably necessary to permit consummation of such release in accordance
        with the Loan Documents.
  -
            68
            -
 
 **IN
        WITNESS WHEREOF** ,
        the
        parties hereto have caused this Agreement to be duly executed as of the date
        first above written.
  **COMPAÑÍA
                  DE MINAS BUENAVENTURA S.A.A.,**as
                  BorrowerBy:Name:Title:**COMPAÑÍA
                  MINERA CONDESA S.A.,**as
                  a Guarantor,By:Name:Title:**BANCO
                  DE CRÉDITO DEL PERÚ,**as
                  Administrative AgentBy:Name:Title:**BANCO
                  DE CRÉDITO DEL PERÚ,**as
                  Collateral AgentBy:Name:Title:
  Signature
        Page to Term Loan Agreement
  
 
 **BANCO
                  DE CRÉDITO DEL PERÚ -SUCURSAL DE PANAMÁ,**as
                  a LenderBy:Name:Title:By:Name:Title:
 
 Signature
        Page to Term Loan Agreement
  
  
 **BANCO
                  DE CRÉDITO E INVERSIONES – MIAMI BRANCH,**as
                  a LenderBy:Name:Title:By:Name:Title:
 
 Signature
        Page to Term Loan Agreement
  
 
 **SCOTIABANK
                  PERÚ S.A.A.,**as
                  a LenderBy:Name:Title:By:Name:Title:
 
 Signature
        Page to Term Loan Agreement
  
 
 **NATIXIS,**as
                  a LenderBy:Name:Title:
 
 Signature
        Page to Term Loan Agreement
  
 
 **BANCO
                  BILBAO VIZCAYA ARGENTARIA S.A., GRAND CAYMAN
                  BRANCH,**as
                  a LenderBy:Name:Title:By:Name:Title:
  Signature
        Page to Term Loan Agreement
  
 
 **BNP
                  PARIBAS,**as
                  a LenderBy:Name:Title:By:Name:Title:
  Signature
        Page to Term Loan Agreement
  
 
 **SOCIÉTÉ
                  GÉNÉRALE,**as
                  a LenderBy:Name:Title:
 
 Signature
        Page to Term Loan Agreement
  
 
 **ATLANTIC
                  SECURITY BANK,**as
                  a LenderBy:Name:Title:By:Name:Title:
 
 Signature
        Page to Term Loan Agreement