Exhibit
      4.4





**PLEDGE
      AGREEMENT**




PLEDGE
      AGREEMENT dated as of May ____, 2008 and as amended, supplemented or modified
      from time to time (this “ Pledge
      Agreement ”),
      between Compañía Minera Condesa S.A., a *sociedad
      anónima* duly
      organized and existing under the laws of the Republic of Perú, as pledgor (the
“ Pledgor ”)
      and
      Banco de Crédito del Perú, as collateral agent under the Term Loan Agreement (as
      defined below) acting on behalf of the Lenders (“ Collateral
      Agent ’).




WHEREAS,
      Compañía de Minas Buenaventura S.A.A., a *sociedad
      anónima*  *abierta* duly
      organized and existing under the laws of the Republic of Perú (“ Buenaventura ”)
      has
      entered into that certain $450,000,000 term loan agreement dated as of the
      date
      hereof (as amended, supplemented or modified from time to time, the
“ Term
      Loan Agreement ”),
      entered into among, Buenaventura as borrower, the Pledgor as guarantor, Banco
      de
      Crédito del Perú as administrative agent, Banco de Crédito del Perú as
      collateral agent and any other financial institution becoming a party thereto
      as
      lender (together the “ Lenders ”);
      and




WHEREAS,
      the Term Loan Agreement requires, among other things, that the Pledgor pledge
      American depository shares held by it representing common shares of Buenaventura
      (the “ Common
      Shares ”)
      deposited with the Bank of New York by the Pledgor, to secure, on a first
      ranking basis, all obligations of Bueneventura and the Pledgor arising in
      connection with the Term Loan Agreement; and




WHEREAS,
      in order to secure all Secured Obligations (as defined below), Pledgor has
      agreed to execute and deliver to the Collateral Agent a pledge agreement in
      substantially the form hereof;




NOW,
      THEREFORE, in consideration of the premises and for other good and valuable
      consideration the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:




1.
            DEFINITIONS




1.1  Definition
      of Terms Used Herein Generally .
      All
      capitalized terms used herein but not otherwise defined shall have the meaning
      ascribed to such term as set forth in the Term Loan Agreement. All terms used
      herein and defined in the NYUCC (as defined below) shall have the same
      definitions herein as specified therein; *provided* , *however* ,
      that if
      a term is defined in Article 9 of the NYUCC differently than in another
      Article of the NYUCC, the term has the meaning specified in Article 9 of
      the NYUCC.




1.2  Definition
      of Certain Terms Used Herein .
      As used
      herein, the following terms shall have the following meanings:




“ Extraordinary
      Payments ”
shall
      have the meaning assigned to such term in Section 5.2.




“ Indemnified
      Party ”
shall
      have the meaning assigned to such term in Section 8.4.




“ Lien ”
shall
      mean any security interest, mortgage, lien, encumbrance or adverse claim, and
      any financing statement or similar document filed in respect of
      same.




“ Pledged
      Collateral ”
shall
      have the meaning assigned to such term in Section 2.1.




“ Pledged
      Securities ”
shall
      have the meaning assigned to such term in Section 2.2(b).







“ NYUCC ”
shall
      mean the UCC as in effect in the State of New York from time to
      time.




“ Secured
      Obligations ”
means
      all obligations owing by Borrower to the Lenders and the Collateral Agent
      arising under the Term Loan Agreement including, for the avoidance of doubt,
      any
      liability resulting from an amendment thereof, whether present or future, actual
      or contingent. The term includes, without limitation, interest accruing during
      the pendency of any bankruptcy, insolvency, receivership or other similar
      proceeding, regardless of whether allowed or allowable in such
      proceeding.




“ Secured
      Party ”
means
      the Administrative Agent, the Arrangers, the Collateral Agent, a Lender and
      any
      receiver appointed in connection with any bankruptcy proceeding.




“ Securities
      Act ”
shall
      have the meaning assigned to such term in Section 8.1(e).




“ Security
      Interest ”
means
      the security interest granted pursuant to Section 2.1, as well as any other
      security interests created or assigned as additional security for the Secured
      Obligations pursuant to the provisions of this Pledge Agreement.




“ UCC ”
means
      the Uniform Commercial Code as in effect in any jurisdiction.




1.3  Rules
      of Interpretation .
      The
      rules of interpretation specified in Section 1 of the Term Loan Agreement
      shall be applicable to this Pledge Agreement. References to “Sections,”
“Clauses,” “Exhibits” and “Schedules” shall be to Sections, Clauses, Exhibits
      and Schedules, respectively, of this Pledge Agreement unless otherwise
      specifically provided. Any of the terms defined in this Pledge Agreement may,
      unless the context otherwise requires, be used in the singular or the plural
      depending on the reference. All references to statutes and related regulations
      shall include (unless otherwise specifically provided herein) any amendments
      of
      same and any successor statutes and regulations.




2.
            PLEDGE




2.1  Grant
      of Security Interest .
      To
      secure the payment or performance, as the case may be, in full of the Secured
      Obligations, whether at stated maturity, by acceleration or otherwise, Pledgor
      hereby pledges to Collateral Agent, and grants to Collateral Agent, in each
      case
      on behalf of the Lenders and the Collateral Agent, a first priority Security
      Interest in the collateral described in Section 2.2 (collectively, the
“ Pledged
      Collateral ”).




2.2  Description
      of Pledged Collateral .




(a)  The
      Pledged Collateral is described as follows and on any separate schedules at
      any
      time furnished by Pledgor to Collateral Agent in connection herewith (which
      schedules are hereby deemed part of this Pledge Agreement):




(i)  all
      right, title and interest of Pledgor, whether now existing or hereafter arising,
      in (i) the American depository shares described in Schedule 1 hereto
      and the underlying Common Shares in which such American depository shares
      represent an interest, including in each case, warrants to purchase such
      depositary shares and Common Shares and any other rights in respect of any
      such
      depository shares and Common Shares, and (ii) all certificates, instruments
      or other documents evidencing or representing the same;




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(ii)  all
      right, title and interest of Pledgor, whether now existing or hereafter arising,
      in and to all present and future payments, proceeds, dividends, distributions,
      instruments, compensation, property, assets, interests and rights in connection
      with or related to the collateral listed in sub-section (i) above
      (including all rights arising under depositary or similar agreements), and
      all
      monies due or to become due and payable to Pledgor in connection with or related
      to such collateral or otherwise paid, issued or distributed from time to time
      in
      respect of or in exchange therefor, and any certificate, depositary receipt,
      instrument or other document evidencing or representing the same (including,
      without limitation, all proceeds of dissolution or liquidation);
      and




(iii)  all
      proceeds of all of the foregoing, of every kind, and all proceeds of such
      proceeds.




(b)  The
      certificates, instruments, depositary receipts, underlying shares of stock
      or
      other documents evidencing or representing the foregoing shall be collectively
      referred to herein as the “ Pledged
      Securities .”




2.3  Delivery
      of Pledged Securities, Etc. If
      at any
      time any Pledged Securities are represented by certificated securities, such
      certificated securities shall be in bearer form or, if in registered form,
      shall
      be issued in the name of Collateral Agent or endorsed to Collateral Agent or
      delivered to the Collateral Agent accompanied by an undated stock power or
      similar transfer power related thereto, duly endorsed in blank.




2.4  Registration .
      Without
      limitation of the foregoing, at any time and from time to time upon the
      occurrence and during the continuance of any Event of Default, Collateral Agent
      may cause all or any of the Pledged Securities to be transferred to or
      registered in its name or the name of its nominee or nominees.




2.5  Authorization
      to File Financing Statements .
      Pledgor
      hereby irrevocably authorizes Collateral Agent at any time and from time to
      time
      to file in any jurisdiction in which the UCC has been adopted any initial
      financing statements and amendments thereto that (a) describe the Pledged
      Collateral, and (b) contain any other information required by part 5
      of Article 9 of the UCC for the sufficiency or filing office acceptance of
      any initial financing statement or amendment, including whether Pledgor is
      an
      organization, the type of organization and any organization identification
      number issued to Pledgor. Pledgor agrees to furnish any such information to
      Collateral Agent promptly upon reasonable request.




3.
            REPRESENTATIONS
                AND WARRANTIES OF PLEDGOR




Pledgor
      hereby represents and warrants to Collateral Agent that:




3.1  Pledgor’s
      Legal Status .
      (a) Pledgor is an organization, as set forth in Schedule 2 hereto;
      (b) such organization is of the type, and is organized in the jurisdiction,
      set forth in Schedule 2 hereto; and (c) Schedule 2 hereto sets
      forth Pledgor’s organizational identification number or states that Pledgor has
      none.




3.2  Pledgor’s
      Legal Name .
      Pledgor’s exact legal name is that set forth in Schedule 2 hereto and on
      the signature page hereof.




3.3  Title
      to Collateral .
      The
      Pledged Collateral is owned by Pledgor free and clear of any Lien, except for
      Liens expressly permitted by the Term Loan Agreement. Pledgor has not filed
      or
      consented to the filing of (a) any financing statement or analogous
      document under the UCC or any other applicable laws covering any Pledged
      Collateral or (b) any assignment in which Pledgor assigns any Pledged
      Collateral or any security agreement or similar instrument covering any Pledged
      Collateral with any foreign governmental, municipal or other office, which
      financing statement or analogous document, assignment, security agreement or
      similar instrument is still in effect, except, in each case, for Liens expressly
      permitted pursuant to the Term Loan Agreement.




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3.4  Pledged
      Collateral .
      Set
      forth on Schedule 1 hereto is a complete and accurate list and description
      of all the Pledged Collateral.




3.5  Percentage
      Ownership .
      With
      respect to the Common Shares identified on Schedule 1, the Pledged
      Securities of Buenaventura constitute the percentage of the outstanding equity
      of Buenaventura as indicated on Schedule 1 hereto. With respect to the
      depositary shares identified on Schedule 1, the Pledged Securities
      represent all outstanding interests or rights with respect to the Common
      Shares.




3.6  Due
      Authorization, Etc. of Stock .
      The
      Common Shares listed on Schedule 1 hereto have been duly authorized and
      validly issued and are fully paid and non-assessable and are not subject to
      any
      options to purchase or similar rights of any person.




3.7  Required
      Consents .
      Except
      as may be required in connection with any disposition of any portion of the
      Pledged Securities by laws affecting the offering and sale of securities
      generally, no consent of any person (including, without limitation, partners,
      shareholders or creditors of Pledgor or of any subsidiary of Pledgor) and no
      license, permit, approval or authorization of, exemption by, notice or report
      to, or registration, filing (other than the filing of a UCC financing statement
      in respect of Pledged Securities, if any, that are not in the control of
      Collateral Agent) or declaration with, any governmental instrumentality is
      required in connection with (i) the execution, delivery, performance,
      validity or enforceability of this Pledge Agreement or (ii) the perfection
      or maintenance of the Security Interest created hereby (including the first
      priority nature of such Security Interest).




4.
            COVENANTS
                OF PLEDGOR




4.1  Pledgor’s
      Legal Status .
      Pledgor
      shall not change its type of organization, jurisdiction of organization or
      other
      legal structure.




4.2  Pledgor’s
      Name .
      Without
      providing at least 30 days prior written notice to Collateral Agent,
      Pledgor shall not change its name.




4.3  Pledgor’s
      Organizational Number .
      Without
      providing at least 30 days prior written notice to Collateral Agent,
      Pledgor shall not change its organizational identification number if it has
      one.
      If Pledgor does not have an organizational identification number and later
      obtains one, Pledgor shall forthwith notify Collateral Agent of such
      organizational identification number.




4.4  Title
      to Pledged Collateral .




(a)  Except
      for the Security Interest herein granted and Liens permitted by the Term Loan
      Agreement, Pledgor shall be the beneficial owner of the Pledged Collateral
      free
      from any Lien, and Pledgor, at its sole cost and expense, shall defend the
      same
      against all claims and demands of all persons at any time claiming the same
      or
      any interests therein adverse to Collateral Agent; and




(b)  Pledgor
      shall not sell or otherwise dispose of, or pledge, mortgage or create, or suffer
      to exist a Lien on, the Pledged Collateral in favor of any person other than
      Collateral Agent except for Liens permitted by the Term Loan Agreement and
      the
      inclusion of “proceeds” of the Pledged Collateral under the Security Interest
      granted herein shall not be deemed a consent by Collateral Agent to any sale
      or
      other disposition of any Pledged Collateral.




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4.5  Taxes .
      Pledgor
      shall pay promptly when due all taxes, assessments, governmental charges and
      levies upon the Pledged Collateral or incurred in connection with the Pledged
      Collateral or incurred in connection with this Pledge Agreement.




4.6  Further
      Assurances .
      Pledgor
      will, from time to time, at its expense, promptly execute and deliver all
      further instruments and documents and take all further action that Collateral
      Agent may reasonably request, in order to perfect and protect any Security
      Interest granted or purported to be granted hereby or to enable Collateral
      Agent
      to exercise and enforce its rights and remedies hereunder with respect to any
      Pledged Collateral.




5.
            VOTING
                RIGHTS AND CERTAIN PAYMENTS PRIOR TO EVENT OF
                DEFAULT




5.1  Voting
      Rights Prior to an Event of Default .
      So long
      as no Event of Default shall have occurred and be continuing, Pledgor shall
      be
      entitled to exercise, as it shall think fit, but in a manner not inconsistent
      with the terms hereof, the voting power with respect to the Pledged Collateral
      of Pledgor (provided
      that, under Peruvian law on the date hereof, Pledgor has no rights to vote
      so
      long as it is a subsidiary of the Borrower) ,
      and for
      that purpose Collateral Agent shall (if any Pledged Securities shall be
      registered in the name of Collateral Agent or its nominee) timely execute or
      cause to be executed from time to time, at the expense of Pledgor, such proxies
      or other instruments in favor of Pledgor or its nominee, in such form and for
      such purposes as shall be reasonably required by Pledgor and shall be specified
      in a written request therefor, to enable it to exercise such voting power with
      respect to the Pledged Securities (provided that, under Peruvian law on the
      date
      hereof, Pledgor has no rights to vote so long as it is a subsidiary of the
      Borrower).




5.2  Ordinary
      Payments Prior to an Event of Defaults .
      So long
      as no Event of Default shall have occurred and be continuing, except as
      otherwise provided in Section 5.3 and Section 5.4, any and all
      payments, proceeds, dividends, distributions, monies, compensation, property,
      assets, instruments or rights to the extent such are permitted pursuant to
      the
      terms of the Term Loan Agreement, paid, issued or distributed from time to
      time
      in respect of the Pledged Collateral shall be paid to the Pledgor.




5.3  Extraordinary
      Payments and Distributions .




(a)  In
      case,
      upon the dissolution or liquidation (in whole or in part) of the issuer of
      any
      Pledged Collateral, any sum shall be paid or payable as a liquidating dividend
      or otherwise upon or with respect to any of the Pledged Securities then, such
      sum shall be paid by Pledgor to Collateral Agent promptly, and in any event
      within ten (10) days after receipt thereof, to be held by Collateral Agent
      as additional collateral hereunder and all of the same shall constitute Pledged
      Collateral for all purposes hereof.




(b)  In
      case
      any dividend consisting solely of additional stock shall be declared with
      respect to any of the Pledged Collateral, or any shares of stock or fractions
      thereof shall be issued pursuant to any stock split involving any of the Pledged
      Collateral, or any shares shall be distributed upon, or with respect to, the
      Pledged Collateral, or any additional depositary receipts shall be issued with
      respect to the Pledged Collateral in each case pursuant to a recapitalization
      or
      reclassification of the capital of the issuer thereof, or pursuant to the
      dissolution, liquidation (in whole or in part), bankruptcy or reorganization
      of
      such issuer, or to the merger or consolidation of such issuer with or into
      another corporation, the shares so distributed, or the additional depositary
      receipts so issued, shall be delivered by Pledgor to Collateral Agent promptly,
      and in any event within ten (10) days after receipt thereof, to be held by
      Collateral Agent as additional collateral hereunder subject to the terms of
      this
      Pledge Agreement, and all of the same shall constitute Pledged Collateral for
      all purposes hereof.




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5.4  Voting
      Rights and Ordinary Payments after an Event of Default .
      Upon
      the occurrence and during the continuance of any Event of Default, all rights
      of
      Pledgor to exercise or refrain from exercising the voting rights (if any) and
      other consensual rights that it would otherwise be entitled to exercise pursuant
      to Section 5.1 hereof and to receive the payments, proceeds, dividends,
      distributions, monies, compensation, property, assets, instruments or rights
      that Pledgor would otherwise be authorized to receive and retain pursuant to
      Section 5.2 hereof shall cease, and thereupon Collateral Agent shall be
      entitled to exercise all voting power (if any) with respect to the Pledged
      Securities and to receive and retain, as additional collateral hereunder, which
      shall constitute Pledged Collateral for all purposes hereof, any and all
      payments, proceeds, dividends, distributions, monies, compensation, property,
      assets, instruments or rights at any time declared or paid upon any of the
      Pledged Collateral during such an Event of Default and otherwise to act with
      respect to the Pledged Collateral as outright owner thereof.




6.
            PAYMENTS;
                TURNOVER




(a)  All
      payments, proceeds, dividends, distributions, monies, compensation, property,
      assets, instruments or rights that are received by Pledgor contrary to the
      provisions of Section 5 shall be received and held in trust for the benefit
      of Collateral Agent, shall be segregated by Pledgor from other funds of Pledgor
      and shall be forthwith paid over to Collateral Agent as Pledged Collateral
      in
      the same form as so received (with any necessary endorsement).




(b)  All
      payments, proceeds, dividends, distributions, monies, compensation, property,
      assets, instruments or rights that are received by Collateral Agent contrary
      to
      the provisions of Section 5 shall be forthwith paid over to Pledgor in the
      same form as so received (with any necessary endorsement).




7.
            [RESERVED]




8.
            REMEDIES.




8.1  Disposition
      upon Default and Related Provisions .




(a)  Upon
      the
      occurrence and during the continuance of any Event of Default, Collateral Agent
      may exercise in respect of the Pledged Collateral, in addition to other rights
      and remedies provided for herein or otherwise available to it, all rights of
      voting (if any), exercise, conversion, withdrawal or otherwise with respect
      to
      the Pledged Collateral and all of the rights and remedies of a secured party
      on
      default under the NYUCC at that time (whether or not applicable to the affected
      Pledged Collateral) and may also, without obligation to resort to other
      security, at any time and from time to time sell, resell, assign and deliver,
      in
      its sole discretion, all or any of the Pledged Collateral in one or more parcels
      at the same or different times, and all right, title and interest, claim and
      demand therein and right of redemption thereof, on any securities exchange
      on
      which any Pledged Collateral may be listed, or at public or private sale, for
      cash, upon credit or for future delivery. Upon the occurrence of any Event
      of
      Default, at the request of Collateral Agent, Pledgor shall execute and convey
      any documents required by applicable law for the conversion of any Pledged
      Collateral into, or delivery of Pledged Collateral for purposes of withdrawing,
      an underlying security.




(b)  Without
      limitation of the foregoing, upon the occurrence of an Event of Default,
      Collateral Agent may exercise all rights arising with respect to depositary
      receipts constituting Pledged Collateral, including making any election or
      giving any notice with respect thereto under any depositary agreement and may
      instruct or otherwise deal with any depositary or other intermediary for such
      depositary receipts without further consent of the Pledgor.




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(c)  If
      any of
      the Pledged Collateral is sold by Collateral Agent upon credit or for future
      delivery, Collateral Agent shall not be liable for the failure of the purchaser
      to purchase or pay for the same and, in the event of any such failure,
      Collateral Agent may resell such Pledged Collateral. In no event shall Pledgor
      be credited with any part of the proceeds of sale of any Pledged Collateral
      until cash payment therefore has actually been received by Collateral
      Agent.




(d)  Collateral
      Agent may purchase any Pledged Collateral at any public sale and, if any Pledged
      Collateral is of a type customarily sold in a recognized market or is of the
      type that is the subject of widely distributed standard price quotations,
      Collateral Agent may purchase such Pledged Collateral at private sale, and
      in
      each case may make payment therefore by any means, including, without
      limitation, by release or discharge of Secured Obligations in lieu of cash
      payment.




(e)  Pledgor
      recognizes that Collateral Agent may be unable to effect a public sale of all
      or
      part of the Pledged Collateral consisting of securities by reason of certain
      prohibitions contained in the United States Securities Act of 1933, as amended
      (the “ Securities
      Act ”),
      or in
      applicable Blue Sky or other state securities laws, or securities laws of any
      other jurisdiction, as now or hereafter in effect, but may be compelled to
      resort to one or more private sales to a restricted group of purchasers who
      will
      be obliged to agree, among other things, to acquire such securities for their
      own account, for investment and not with a view to the distribution or resale
      thereof. Pledgor agrees that any such Pledged Collateral sold at any such
      private sale may be sold at a price and upon other terms less favorable to
      the
      seller than if sold at public sale and that each such private sale shall be
      deemed to have been made in a commercially reasonable manner. Collateral Agent
      shall have no obligation to delay the sale of any such securities for the period
      of time necessary to permit the issuer of such securities, even if such issuer
      would agree, to register such securities for public sale under the Securities
      Act. Pledgor agrees that private sales made under the foregoing circumstances
      shall be deemed to have been made in a commercially reasonable
      manner.




(f)  Pledgor
      hereby acknowledges that it and Buenaventura and their respective
      representatives are aware that United States securities laws may prohibit
      certain persons who have material, nonpublic information concerning a company
      from purchasing or selling securities of such company, or from communicating
      such material, nonpublic information to any other person under circumstances
      in
      which it is reasonably foreseeable that such person is likely to purchase or
      sell securities. In connection with any sale of any Pledged Collateral, and
      to
      the extent required to ensure compliance with securities laws, Collateral Agent
      shall have the right to make a public disclosure in the form of a press release,
      public advertisement or otherwise, of any material, nonpublic information
      received from Buenaventura, any of its subsidiaries (including Pledgor) or
      any
      of their respective officers, directors, employees or agents, without the prior
      approval by Buenaventura, its subsidiaries (including Pledgor), or any of its
      or
      their respective officers, directors, employees or agents. Neither Collateral
      Agent nor any other Secured Party shall have any liability to Buenaventura,
      its
      subsidiaries (including Pledgor), or any of its or their respective officers
      directors, employees, security holders or agents for any such
      disclosure.




(g)  No
      demand, advertisement or notice, all of which are hereby expressly waived,
      shall
      be required in connection with any sale or other disposition of any part of
      the
      Pledged Collateral that threatens to decline speedily in value or that is of
      a
      type customarily sold on a recognized market; otherwise Collateral Agent shall
      give Pledgor at least ten days’ prior notice of the time and place of any public
      sale and of the time after which any private sale or other disposition is to
      be
      made, which notice Pledgor agrees is commercially reasonable.




(h)  Collateral
      Agent shall not be obligated to make any sale of Pledged Collateral if it shall
      determine not to do so, regardless of the fact that notice of sale may have
      been
      given. Collateral Agent may, without notice or publication, adjourn any public
      or private sale or cause the same to be adjourned from time to time by
      announcement at the time and place fixed for sale, and such sale may, without
      further notice, be made at the time and place to which the same was so
      adjourned.




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(i)  The
      remedies provided herein in favor of Collateral Agent shall not be deemed
      exclusive, but shall be cumulative, and shall be in addition to all other
      remedies in favor of Collateral Agent existing at law or in equity.




(j)  To
      the
      extent that applicable law imposes duties on Collateral Agent to exercise
      remedies in a commercially reasonable manner, Pledgor acknowledges and agrees
      that it is not commercially unreasonable for Collateral Agent provided that
      the
      Collateral Agent is taking any action described below in a manner consistent
      with the requirements of the Securities Act and any applicable Peruvian or
      other
      securities laws (i) so long as the same does not violate applicable law, to
      advertise dispositions of Pledged Collateral through publications or media
      of
      general circulation; (ii) to contact other persons, whether or not in the
      same business as Pledgor, for expressions of interest in acquiring all or any
      portion of the Pledged Collateral; (iii) to hire one or more professional
      auctioneers to assist in the disposition of Pledged Collateral; (iv) to
      dispose of Pledged Collateral by utilizing Internet sites that provide for
      the
      auction of assets of the types included in the Pledged Collateral or that have
      the reasonable capability of doing so, or that match buyers and sellers of
      assets; (v) to disclaim disposition warranties; or (vi) to the extent
      deemed appropriate by Collateral Agent, to obtain the services of brokers,
      investment bankers, consultants and other professionals to assist Collateral
      Agent in the disposition of any of the Pledged Collateral. Pledgor acknowledges
      that the purpose of this sub-section is to provide non-exhaustive indications
      of
      what actions or omissions by Collateral Agent would not be commercially
      unreasonable in Collateral Agent’s exercise of remedies against the Pledged
      Collateral and that other actions or omissions by Collateral Agent shall not
      be
      deemed commercially unreasonable solely on account of not being indicated in
      this sub-section . Without limiting the foregoing, nothing contained in this
      sub-section shall be construed to grant any rights to Pledgor or to impose
      any
      duties on Collateral Agent that would not have been granted or imposed by this
      Pledge Agreement or by applicable law in the absence of this sub-section
      .




8.2  Collateral
      Agent Appointed Attorney-in-Fact .




(a)  To
      effectuate the terms and provisions hereof, Pledgor hereby appoints Collateral
      Agent as Pledgor’s attorney-in-fact for the purpose, from and after the
      occurrence and during the continuance of an Event of Default, of carrying out
      the provisions of this Pledge Agreement and taking any action and executing
      any
      instrument that Collateral Agent from time to time, in Collateral Agent’s
      reasonable discretion, may deem necessary or advisable to accomplish the
      purposes of this Pledge Agreement. Without limiting the generality of the
      foregoing, Collateral Agent shall, from and after the occurrence and during
      the
      continuance of an Event of Default, have the right and power to:




(i)  receive,
      endorse and collect all checks and other orders for the payment of money made
      payable to Pledgor representing any interest or dividend or other distribution
      or amount payable in respect of the Pledged Collateral or any part thereof
      and
      to give full discharge for the same;




(ii)  execute
      endorsements, assignments or other instruments of conveyance or transfer with
      respect to all or any of the Pledged Collateral;




(iii)  exercise
      all rights of Pledgor as owner of the Pledged Collateral including, without
      limitation, the right to sign any and all amendments, instruments, certificates,
      proxies, and other writings necessary or advisable to exercise all rights and
      privileges of (or on behalf of) the owner of the Pledged Collateral, including,
      without limitation, all voting rights (if any) with respect to the Pledged
      Securities;




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(iv)  ask,
      demand, collect, sue for, recover, compound, receive and give acquittance and
      receipts for moneys due and to become due under or in respect of any of the
      Pledged Collateral;




(v)  file
      any
      claims or take any action or institute any proceedings that Collateral Agent
      may
      deem necessary or desirable for the collection of any of the Pledged Collateral
      or otherwise to enforce the rights of Collateral Agent with respect to any
      of
      the Pledged Collateral; and




(vi)  generally
      to sell, transfer, pledge, make any agreement with respect to or otherwise
      deal
      with any of the Pledged Collateral as fully and completely as though Collateral
      Agent were the absolute owner thereof for all purposes, and to do, at Collateral
      Agent’s option and Pledgor’s expense, at any time or from time to time, all acts
      and things that Collateral Agent deems reasonably necessary to protect, preserve
      or realize upon the Pledged Collateral.




(b)  Pledgor
      hereby ratifies and approves all acts of Collateral Agent made or taken pursuant
      to this Section 8.2 ( *provided* ,
      that
      Pledgor does not, by virtue of such ratification, release any claim that Pledgor
      may otherwise have against Collateral Agent for any such acts made or taken
      by
      Collateral Agent through gross negligence or wilful misconduct). Neither
      Collateral Agent nor any person designated by Collateral Agent shall be liable
      for any acts or omissions or for any error of judgment or mistake of fact or
      law, except such as may result from Collateral Agent’s gross negligence or
      wilful misconduct.




(c)  All
      powers granted pursuant to this Section 8.02 are coupled with an interest
      and are irrevocable so long as this Pledge Agreement shall remain in
      force.




8.3  Collateral
      Agent’s Duties; Responsibility .




(a)  Collateral
      Agent shall have the duty to exercise reasonable care in the custody and
      preservation of any Pledged Collateral in its possession, which duty shall
      be
      fully satisfied if such Pledged Collateral is accorded treatment substantially
      equal to that which Collateral Agent accords its own property.




(b)  Except
      as
      hereinabove specifically set forth, Collateral Agent shall have no obligation
      to
      assume any responsibility for, or obligation or duty with respect to, any
      Pledged Collateral or its use of any nature or kind, or any matter or
      proceedings arising out of or relating thereto, including, without limitation,
      any obligation or duty to take any action to collect, preserve or protect its
      or
      Pledgor’s rights in the Pledged Collateral or against any prior parties thereto,
      but the same shall be at Pledgor’s sole risk and responsibility at all
      times.




(c)  By
      accepting the benefits hereof, each Secured Party agrees that (i) neither the
      Collateral Agent, nor any of its directors, officers or employees or agents,
      shall be liable for any action taken or omitted to be taken by them hereunder
      or
      under the other Loan Documents, except for their own gross negligence or willful
      misconduct, (ii) the Collateral Agent shall not be responsible to the Secured
      Parties for any statements, warranties or representations herein, the Term
      Loan
      Agreement, the other Loan Documents or any other documents contemplated thereby
      (collectively, the “ Financing
      Documents ”),
      or
      the value, condition, priority, ownership or sufficiency of the Pledged
      Collateral or the legality, validity or enforceability of any of the Financing
      Documents, nor shall the Collateral Agent be bound to ascertain or inquire
      as to
      the performance or observance of any of the terms, conditions, covenants or
      agreements provided for in the Financing Documents, (iii) the Collateral Agent
      shall not have any obligation to determine whether there has occurred any event
      of default or default under any Financing Documents, and the Collateral Agent
      shall not be charged with knowledge of the happening of any event of default
      or
      potential event of default unless it shall have been notified thereof in writing
      by the Borrower or a Secured Party, and (iv) the Collateral Agent shall be
      entitled to reply upon any notice, consent, certificate, statements or other
      document believed by it to be genuine and correct and to have been signed and
      sent by the proper person or persons and, in respect of legal matters, upon
      the
      opinion of counsel selected by it. The Collateral Agent may seek instructions
      from the Required Lenders as to the exercise of its rights, powers and remedies.
      If the Collateral Agent shall be instructed by the Required Lenders to take
      any
      action hereunder, the Collateral Agent, may before taking such action, require
      that the Required Lenders indemnify the Collateral Agent, in a manner reasonably
      satisfactory to the Collateral Agent, for any liability which the Collateral
      Agent may incur in taking such action. In the absence of any such instructions,
      the Collateral Agent may refrain from acting, and will have no liability for
      refraining from taking any action.




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(d)  Nothing
      in this Pledge Agreement, expressed or implied, is intended to or shall be
      so
      construed as to impose upon the Collateral Agent any obligations in respect
      of
      any Financing Document or Pledged Collateral except as expressly set forth
      herein or therein. With respect to the credit extended by it, the Collateral
      Agent shall have the same rights and powers under the Financing Documents as
      any
      other Lender and may exercise the same as though it were not the Collateral
      Agent, and the Collateral Agent and its affiliates may accept deposits from,
      lend money to and generally engage in any kind of business with the Borrower
      and
      the Guarantor as if it were not the Collateral Agent.




(e)  The
      Collateral Agent may resign at any time by giving written notice thereof to
      the
      Administrative Agent and the Borrower, and provided that no such registration
      shall take effect until a successor Collateral Agent has been appointed and
      has
      agreed to act as such under this Pledge Agreement. Upon any such resignation,
      the Required Lenders shall promptly appoint a successor to the Collateral Agent,
      which decision of the Required Lenders shall be binding upon all of the Secured
      Parties. Upon the acceptance of any appointment as Collateral Agent hereunder
      by
      a successor Collateral Agent, such successor Collateral Agent shall thereupon
      succeed to and become vested with all the rights, powers, privileges and duties
      of the retiring Collateral Agent, and the retiring Collateral Agent shall be
      discharged from its duties and obligations. After any retiring Collateral
      Agent’s resignation as Collateral Agent, the provisions of this Pledge Agreement
      shall inure to its benefit as to any actions taken or omitted to be taken while
      it was Collateral Agent.




(f)  Pledgor
      waives any restriction or obligation imposed on Collateral Agent under
      Section 9-207(c)(1) of the NYUCC.




8.4  Prior
      Recourse .
      Collateral Agent’s prior recourse to any Pledged Collateral shall not constitute
      a condition of any demand, suit or proceeding for payment or collection of
      the
      Secured Obligations.




8.5  Collateral
      Agent May Perform .
      If
      Pledgor fails to perform any agreement contained herein, Collateral Agent may
      itself perform or cause performance of such agreement, and the expenses of
      Collateral Agent incurred in connection therewith shall be treated as a Secured
      Obligation. Collateral Agent will endeavor to give Pledgor prior written notice
      of any such performance; *provided* that
      failure to give prior written notice shall not invalidate any action taken
      by
      Collateral Agent or give rise to any obligation or liability on the part of
      Collateral Agent.




9.
            SURETYSHIP
                WAIVERS BY PLEDGOR; OBLIGATIONS
                ABSOLUTE




(a)  Pledgor
      waives demand, notice, protest, notice of acceptance of this Pledge Agreement,
      notice of loans made, credit extended, Pledged Collateral received or delivered
      or other action taken in reliance hereon and all other demands and notices
      of
      any description thereof (except as expressly required hereunder), all in such
      manner and at such time or times as Collateral Agent may deem advisable.
      Collateral Agent shall have no duty as to the collection or protection of the
      Pledged Collateral or any income thereon, nor as to the preservation of rights
      against prior parties, nor as to the preservation of any rights pertaining
      thereto beyond the safe custody thereof as set forth in
      Section 8.3.




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(b)  All
      rights of Collateral Agent hereunder, the Security Interests and all obligations
      of Pledgor hereunder shall be absolute and unconditional irrespective of
      (a) any lack of validity or enforceability of the Term Loan Agreement, any
      agreement with respect to any of the Secured Obligations or any other agreement
      or instrument relating to any of the foregoing, (b) any change in the time,
      manner or place of payment of, or in any other term of, all or any of the
      Secured Obligations, or any other amendment or waiver of, or any consent to
      any
      departure from, the Term Loan Agreement or any other agreement or instrument,
      (c) any exchange, release or non-perfection of any Lien on other
      collateral, or any release or amendment or waiver of, or consent under, or
      departure from, or any acceptance of partial payment thereon, or settlement,
      compromise or adjustment of any Secured Obligation or of any guarantee, securing
      or guaranteeing all or any of the Secured Obligations, or (d) any other
      circumstance that might otherwise constitute a defense available to, or a
      discharge of, Pledgor in respect of the Secured Obligations or this Pledge
      Agreement.




10.
            MARSHALLING




Collateral
      Agent shall not be required to marshal any present or future collateral security
      (including but not limited to this Pledge Agreement and the Pledged Collateral)
      for, or other assurances of payment of, the Secured Obligations or any of them
      or to resort to such collateral security or other assurances of payment in
      any
      particular order, and all of its rights hereunder and in respect of such
      collateral security and other assurances of payment shall be cumulative and
      in
      addition to all other rights, however existing or arising. To the extent that
      it
      lawfully may, Pledgor hereby agrees that it shall not invoke any law relating
      to
      the marshalling of collateral which might cause delay in or impede the
      enforcement of Collateral Agent’s rights under this Pledge Agreement or under
      any other instrument creating or evidencing any of the Secured Obligations
      or
      under which any of the Secured Obligations is outstanding or by which any of
      the
      Secured Obligations is secured or payment thereof is otherwise assured, and,
      to
      the extent that it lawfully may, Pledgor hereby irrevocably waives the benefits
      of all such laws.




11.
            PROCEEDS
                OF DISPOSITIONS




After
      deducting all expenses payable to Collateral Agent, including, without
      limitation, pursuant to Section 7, the residue of any proceeds of
      collection or sale of the Secured Obligations or Pledged Collateral shall,
      to
      the extent actually received in cash, be applied to the payment of the remaining
      Secured Obligations in such order or preference as provided in the Term Loan
      Agreement, proper allowance and provision being made for any Secured Obligations
      not then due or held as additional Pledged Collateral. Upon the final payment
      and satisfaction in full of all of the Secured Obligations and the termination
      of all commitments under the Term Loan Agreement and after making any payments
      required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the NYUCC, any excess
      shall be returned to Pledgor, and in any event Pledgor shall remain liable
      for
      any deficiency in the payment of the Secured Obligations.




12.
            REINSTATEMENT




The
      obligations of Pledgor pursuant to this Pledge Agreement shall continue to
      be
      effective or automatically be reinstated, as the case may be, if at any time
      payment of any of the Secured Obligations is rescinded or otherwise must be
      restored or returned by Collateral Agent upon the insolvency, bankruptcy,
      dissolution, liquidation or reorganization of Pledgor or any other obligor
      or
      otherwise, all as though such payment had not been made.




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13.
            MISCELLANEOUS




13.1  Notices .
      Except
      as otherwise provided herein, whenever it is provided herein that any notice,
      demand, request, consent, approval, declaration or other communication shall
      or
      may be given to or served upon any of the parties by any other party, or
      whenever any of the parties desires to give and serve upon any other party
      any
      communication with respect to this Pledge Agreement, each such notice, demand,
      request, consent, approval, declaration or other communication shall be in
      writing and shall be given in the manner and to the address, and deemed
      received, as provided for in the Term Loan Agreement. Delivery by telecopier
      pdf
      or email of an executed counterpart of any amendment or waiver of any provision
      of this Pledge Agreement or any Schedule shall be effective as delivery of
      an
      original executed counterpart thereof.




13.2  Governing
      Law; Consent to Jurisdiction .
      THIS
      PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
      LAWS OF THE STATE OF NEW YORK. THE PLEDGOR AND COLLATERAL AGENT EACH IRREVOCABLY
      AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
      JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES
      OF AMERICA SITTING IN NEW YORK COUNTY, AND ANY APPELLATE COURT FROM ANY THEREOF,
      IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT
      OR THE TERM LOAN AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT,
      AND THE PLEDGOR AND COLLATERAL AGENT EACH HEREBY 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 OR, TO THE EXTENT PERMITTED BY LAW, IN
      SUCH FEDERAL COURT. THE PLEDGOR AND COLLATERAL AGENT EACH 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 PLEDGE AGREEMENT SHALL AFFECT ANY RIGHT THAT
      COLLATERAL AGENT OR ANY OTHER SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY
      ACTION OR PROCEEDING RELATING TO THIS PLEDGE AGREEMENT OR THE TERM LOAN
      AGREEMENT AGAINST THE PLEDGOR OR ITS PROPERTIES IN THE COURTS OF ANY
      JURISDICTION.




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13.3  Waiver
      of Jury Trial, Etc. PLEDGOR
      AND COLLATERAL AGENT EACH WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO
      ANY
      ACTION OR CLAIM ARISING OUT OF ANY LITIGATION OR DISPUTE DIRECTLY OR INDIRECTLY
      ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS PLEDGE AGREEMENT, ANY RIGHTS
      OR
      OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY SUCH RIGHTS OR OBLIGATIONS.
      EXCEPT AS PROHIBITED BY LAW, PLEDGOR AND COLLATERAL AGENT EACH WAIVES ANY RIGHT
      WHICH IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION OR DISPUTE REFERRED
      TO
      IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
      DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. PLEDGOR
      AND COLLATERAL AGENT EACH CERTIFIES THAT IT NOR ANY REPRESENTATIVE, AGENT OR
      ATTORNEY OF IT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT,
      IN
      THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND ACKNOWLEDGES
      THAT, IN ENTERING INTO THE TERM LOAN AGREEMENT TO WHICH IT IS A PARTY, IT IS
      RELYING UPON, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED
      IN
      THIS SECTION 13.3.




13.4  Counterparts .
      This
      Pledge Agreement may be executed in two or more separate counterparts, each
      of
      which shall constitute an original and all of which shall collectively and
      separately constitute one and the same agreement.




13.5  Headings .
      The
      headings of each section of this Pledge Agreement are for convenience only
      and
      shall not define or limit the provisions thereof.




13.6  No
      Strict Construction .
      The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Pledge Agreement. In the event an ambiguity or question of intent or
      interpretation arises, this Pledge Agreement shall be construed as if drafted
      jointly by the parties hereto and no presumption or burden of proof shall arise
      favoring or disfavoring any party by virtue of the authorship of any provisions
      of this Pledge Agreement.




13.7  Severability .
      In the
      event any one or more of the provisions contained in this Pledge Agreement
      should be held invalid, illegal or unenforceable in any respect, the validity,
      legality and enforceability of the remaining provisions contained herein shall
      not in any way be affected or impaired thereby (it being understood that the
      invalidity of a particular provision in a particular jurisdiction shall not
      in
      and of itself affect the validity of such provision in any other
      jurisdiction).




13.8  Survival
      of Agreement .
      All
      covenants, agreements, representations and warranties made by Pledgor herein
      and
      in the certificates or other instruments prepared or delivered in connection
      with or pursuant to this Pledge Agreement shall be considered to have been
      relied upon by Collateral Agent and shall survive the execution and delivery
      of
      the Term Loan Agreement and the advance of all extensions of credit contemplated
      thereby, regardless of any investigation made by Collateral Agent, and shall
      continue in full force and effect until this Pledge Agreement shall terminate
      (or thereafter to the extent provided herein).




13.9  Binding
      Effect; Several Agreement .
      This
      Pledge Agreement is binding upon Pledgor and Collateral Agent and their
      respective successors and assigns, and shall inure to the benefit of Pledgor,
      Collateral Agent and their respective successors and assigns, except that
      Pledgor shall have no right to assign or transfer its rights or obligations
      hereunder or any interest herein (and any such assignment or transfer shall
      be
      void) except as expressly contemplated by this Pledge Agreement or the Term
      Loan
      Agreement.




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13.10  Waivers;
      Amendment .




(a)  No
      failure or delay of Collateral Agent in exercising any power or right hereunder
      shall operate as a waiver thereof, nor shall any single or partial exercise
      of
      any such right or power, or any abandonment or discontinuance of steps to
      enforce such a right or power, preclude any other or further exercise thereof
      or
      the exercise of any other right or power. The rights and remedies of Collateral
      Agent hereunder and of Collateral Agent and the Lenders under the Term Loan
      Agreement are cumulative and are not exclusive of any rights or remedies that
      they would otherwise have. No waiver of any provisions of this Pledge Agreement
      or consent to any departure by Pledgor therefrom shall in any event be effective
      unless the same shall be permitted by sub-section (b) below, and then such
      waiver or consent shall be effective only in the specific instance and for
      the
      purpose for which given. No notice to or demand on Pledgor in any case shall
      entitle Pledgor to any other or further notice or demand in similar or other
      circumstances.




(b)  Neither
      this Pledge Agreement nor any provision hereof may be waived, amended or
      modified except pursuant to an agreement or agreements in writing entered into
      by Collateral Agent and Pledgor, subject to any consent required in accordance
      with the Term Loan Agreement.




13.11  Termination .
      Notwithstanding any provision to the contrary under Sections 9-207, 9-208
      or 9-209 of the NYUCC, this Pledge Agreement and the Security Interest shall
      terminate when all the Secured Obligations (other than contingent indemnity
      obligations in respect of which no claim has been made) have been paid in cash
      in full, at which time Collateral Agent shall execute and deliver to Pledgor
      or
      Pledgor’s designee, at the Pledgor’s expense, all UCC termination statements and
      similar documents that Pledgor shall reasonably request from time to time to
      evidence such termination and all rights to the Pledged Collateral shall revert
      to the Pledgor. Upon any sale, other transfer or release (i) by the Pledgor
      of any Pledged Collateral that is permitted under the Term Loan Agreement to
      any
      Person, or (ii) of any Pledged Collateral pursuant to the enforcement of the
      Security Interests described herein by the Collateral Agent, the Security
      Interest in such Pledged Collateral shall be released and the Collateral Agent
      agrees to execute and deliver, at the Pledgor’s expense, all documents that the
      Pledgor shall reasonably request to evidence such termination or release. Any
      execution and delivery of termination statements or documents pursuant to this
      Section 13.11 shall be without recourse to or warranty by Collateral
      Agent.




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IN
      WITNESS WHEREOF, intending to be legally bound, Pledgor has caused this Pledge
      Agreement to be duly executed as of the date first above written.


**COMPAÑÍA
                  MINERA CONDESA S.A**.as
                  PledgorBy:Name:Title:Accepted
                  and Agreed:




**BANCO
                      DE CRÉDITO DEL PERÚ**as
                    Collateral AgentBy:Name:Title: