Exhibit 4.1


 


 


SOUTHERN
PERU COPPER CORPORATION


$600,000,000 7.500% Notes Due 2035

$200,000,000 6.375% Notes Due 2015


Registration Rights Agreement


July
27, 2005


Citigroup Global Markets
Inc.

UBS Securities LLC

As Representatives of the Initial Purchasers

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013


c/o UBS Securities LLC

299 Park Avenue

New York, New York 10171


Ladies and Gentlemen:


Southern Peru Copper
Corporation, a corporation organized under the laws of the State of Delaware
(the “Company”), proposes to issue and sell to certain purchasers (the “Initial
Purchasers”), for whom you (the “Representatives”) are acting as
representatives, $600,000,000 principal amount of its 7.500% Notes due 2035
(the “2035 Notes”) and $200,000,000 principal amount of its 6.375% Notes due
2015 (the “2015 Notes” and, together with the 2035 Notes, the “Securities”) upon
the terms set forth in the purchase agreement of even date herewith between the
Company and the Representatives dated July 20, 2005 (the “Purchase Agreement”),
relating to the initial placement (the “Initial Placement”) of the
Securities.  To induce the Initial
Purchasers to enter into the Purchase Agreement and to satisfy a condition to
your obligations thereunder, the Company agrees with you for your benefit and
the benefit of the holders from time to time of the Securities (including the
Initial Purchasers) (each a “Holder” and, collectively, the “Holders”), as
follows:


1.             Definitions. 
Capitalized terms used herein without definition shall have their
respective meanings set forth in the Purchase Agreement.  As used in this Agreement, the following
capitalized defined terms shall have the following meanings:


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


“Affiliate” of any specified
Person shall mean any other Person that, directly or indirectly, is in control
of, is controlled by, or is under direct or indirect common control with, such
specified Person.   For purposes of this
definition, control of a Person shall mean the power, direct or indirect, to
direct or cause the direction of the management and policies of such Person


 





















 


whether
through the ownership of voting Securities, by contract or otherwise; and the
terms “controlling” and “controlled” shall have meanings correlative to the
foregoing.


“Broker-Dealer” shall mean
any broker or dealer registered as such under the Exchange Act.


“Business Day” shall mean
any day other than a Saturday, a Sunday or a day on which banking institutions
are not required to be open in the State of New York.


“Closing Date” shall mean
the date of the first issuance of the Securities.


“Commission” shall mean the
Securities and Exchange Commission.


“Deferral Period” shall have
the meaning indicated in Section 4(k)(ii) hereof.


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


“Exchange Offer Registration
Period” shall mean the one-year period following the consummation of the
Registered Exchange Offer, exclusive of any period during which any stop order
shall be in effect suspending the effectiveness of the Exchange Offer
Registration Statement.


“Exchange Offer Registration
Statement” shall mean a registration statement of the Company on an appropriate
form under the Act with respect to the Registered Exchange Offer, all
amendments and supplements to such registration statement, including
post-effective amendments thereto, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.


“Exchanging Dealer” shall
mean any Holder (which may include any Initial Purchaser) that is a
Broker-Dealer and elects to exchange for New Securities any Securities
that  it acquired for its own account as
a result of market-making activities or other trading activities (but not
directly from the Company or any Affiliate of the Company) for New Securities.


“Final Memorandum” shall mean
the offering memorandum, dated July 20, 2005, relating to the Securities,
including any and all exhibits thereto and any information incorporated by
reference therein as of such date.


“Holder” shall have the
meaning set forth in the preamble hereto.


“Indentures” shall mean the 2035
Indenture and the 2015 Indenture relating to the 2035 Notes and the 2015 Notes,
respectively, each to be dated as of July 27, 2005, between the Company
and The Bank of New York, as trustee, as the same may be amended from time to
time in accordance with the terms thereof.


“Initial Placement” shall
have the meaning set forth in the preamble hereto.


“Initial Purchaser” shall
have the meaning set forth in the preamble hereto.


 


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“Losses” shall have the
meaning set forth in Section 6(d) hereof.


“Majority Holders” shall
mean, on any date, Holders of a majority of the aggregate principal amount of
Securities registered under a Registration Statement.


“Managing Underwriters”
shall mean the investment banker or investment bankers and manager or managers
that administer an underwritten offering, if any, under a Registration
Statement.


“NASD Rules” shall mean the
Conduct Rules and the By-Laws of the National Association of Securities Dealers,
Inc.


“New Securities” shall mean
debt securities of the Company identical in all material respects to the 2035
Notes and the 2015 Notes, respectively, (except that the transfer restrictions
with respect to each security shall be modified or eliminated, as appropriate,
and the provisions regarding Special Interest in paragraph 1(b) of the
form of each Note shall be eliminated) to be issued under the relevant New
Securities Indenture.


“New Securities Indentures”
shall mean the indentures between the Company and the New Securities Trustee,
identical in all material respects to the Indentures (except that the transfer
restrictions with respect to each security shall be modified or eliminated, as
appropriate, and the provisions regarding Special Interest in paragraph 1(b)
of the form of each Note shall be eliminated), which may be the Indentures if
in the terms thereof appropriate provision is made for the New Securities.


“New Securities Trustee”
shall mean a bank or trust company reasonably satisfactory to the Initial
Purchasers, as trustee with respect to the New Securities under the New
Securities Indentures.


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


“Prospectus” shall mean the
prospectus included in any Registration Statement (including, without
limitation, a prospectus that discloses information previously omitted from a
prospectus filed as part of an effective registration statement in reliance
upon Rule 430A under the Act), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the
Securities or the New Securities covered by such Registration Statement, and
all amendments and supplements thereto, including any and all exhibits thereto
and any information incorporated by reference therein.


“Purchase Agreement” shall
have the meaning set forth in the preamble hereto.


“Registered Exchange Offer”
shall mean the proposed offer of the Company to issue and deliver to the
Holders of the Securities that are not prohibited by any law or policy of the
Commission from participating in such offer, in exchange for the Securities, a
like aggregate principal amount of the New Securities.


 


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“Registrable Securities”
shall mean (i) Securities other than those that have been (A) registered under
a Registration Statement and disposed of in accordance therewith or (B)
distributed to the public pursuant to Rule 144 under the Act or any successor
rule or regulation thereto that may be adopted by the Commission and (ii) any
New Securities resale of which by the Holder thereof requires compliance with
the prospectus delivery requirements of the Act.


“Registration Default
Damages” shall have the meaning set forth in Section 8 hereof.


“Registration Statement”
shall mean any Exchange Offer Registration Statement or Shelf Registration
Statement that covers any of the Securities or the New Securities pursuant to
the provisions of this Agreement, any amendments and supplements to such
registration statement, including post-effective amendments (in each case
including the Prospectus contained therein), all exhibits thereto and all
material incorporated by reference therein.


“Securities” shall have the
meaning set forth in the preamble hereto.


“Shelf Registration” shall
mean a registration effected pursuant to Section 3 hereof.


“Shelf Registration Period”
has the meaning set forth in Section 3(b) hereof.


“Shelf Registration
Statement” shall mean a “shelf” registration statement of the Company pursuant
to the provisions of Section 3 hereof which covers some or all of the
Securities or New Securities, as applicable, on an appropriate form under
Rule 415 under the Act, or any similar rule that may be adopted by the
Commission, amendments and supplements to such registration statement,
including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.


“Trustee” shall mean the
trustee with respect to the Securities under the Indentures.


“Trust Indenture Act” shall
mean the Trust Indenture Act of 1939, as amended, and the rules and regulations
of the Commission promulgated thereunder.


“underwriter” shall mean any
underwriter of Securities in connection with an offering thereof under a Shelf
Registration Statement.


2.             Registered Exchange Offer.  (a) 
The Company shall prepare and, not later than 120 days following the
Closing Date, shall file with the Commission the Exchange Offer Registration
Statement with respect to the Registered Exchange Offer.  The Company shall use commercially reasonable
efforts to cause the Exchange Offer Registration Statement to become effective
under the Act within 180 days of the Closing Date.


(b)           Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer,
it being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for New


 


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Securities (assuming that such Holder is not an
Affiliate of the Company, acquires the New Securities in the ordinary course of
such Holder’s business, has no arrangements with any person to participate in
the distribution of the New Securities and is not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer)
to trade such New Securities from and after their receipt without any
limitations or restrictions under the Act and without material restrictions
under the securities laws of a substantial proportion of the several states of
the United States.


(c)           In connection with the Registered Exchange Offer, the
Company shall:


(i)            mail to each Holder a copy of the
Prospectus forming part of the Exchange Offer Registration Statement, together
with an appropriate letter of transmittal and related documents;


(ii)           keep the Registered Exchange Offer
open for not less than 30 Business Days or longer if required by
applicable law, and not more than 45 Business Days after the date notice
thereof is mailed to the Holders;


(iii)          use commercially reasonable efforts to
keep the Exchange Offer Registration Statement continuously effective under the
Act, supplemented and amended as required, under the Act to ensure that it is
available for sales of New Securities by Exchanging Dealers during the Exchange
Offer Registration Period;


(iv)          utilize the services of a depositary
for the Registered Exchange Offer with an address in the Borough of Manhattan
in New York City, which may be the Trustee, the New Securities Trustee or an
Affiliate of either of them;


(v)           permit Holders to withdraw tendered
Securities at any time prior to the close of business, New York time, on the
last Business Day on which the Registered Exchange Offer is open, provided such
withdrawal is made in accordance with the terms of the Exchange Offer
Registration Statement and letter of transmittal and related documents;


(vi)          prior to effectiveness of the Exchange
Offer Registration Statement, provide a supplemental letter to the Commission
(A) stating that the Company is conducting the Registered Exchange Offer in
reliance on the position of the Commission in Exxon Capital Holdings
Corporation (pub. avail. May 13, 1988), Morgan Stanley and Co., Inc.
(pub. avail. June 5, 1991); and (B) including a representation that the Company
has not entered into any arrangement or understanding with any person to
distribute the New Securities to be received in the Registered Exchange Offer
and that, to the best of the Company’s information and belief, each Holder
participating in the Registered Exchange Offer is acquiring the New Securities
in the ordinary course of business and has no arrangement or understanding with
any person to participate in the distribution of the New Securities; and


(vii)         comply in all respects with all
applicable laws.


 


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(d)           As soon as practicable after the close of the Registered
Exchange Offer, the Company shall:


(i)            accept for exchange all Securities validly
tendered and not validly withdrawn pursuant to the Registered Exchange Offer in
accordance with the terms of the Exchange Offer Registration Statement and
letter of transmittal and related documents;


(ii)           deliver to the Trustee for cancellation
in accordance with Section 4(s) all Securities so accepted for exchange;
and


(iii)          cause the New Securities Trustee
promptly to authenticate and deliver to each Holder of Securities a principal
amount of New Securities equal to the principal amount of the Securities of
such Holder so accepted for exchange.


(e)           Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the New Securities (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Exxon Capital Holdings Corporation (pub.
avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June
5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling
dated July 2, 1993 and similar no-action letters; and (y) must comply with the
registration and prospectus delivery requirements of the Act in connection with
any secondary resale transaction, which must be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K under the Act if
the resales are of New Securities obtained by such Holder in exchange for
Securities acquired by such Holder directly from the Company or one of its
Affiliates.  Accordingly, each Holder
participating in the Registered Exchange Offer shall be required to represent
to the Company that, at the time of the commencement of the Registered Exchange
Offer:


(i)            any New Securities received by such
Holder will be acquired in the ordinary course of business;


(ii)           such Holder has no arrangement or
understanding with any person to participate in the distribution of the New
Securities within the meaning of the Act; and


(iii)          such Holder is not an Affiliate of the
Company.


(f)            If any Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment, at the
request of such Initial Purchaser, the Company shall issue and deliver to such
Initial Purchaser or the person purchasing New Securities registered under a
Shelf Registration Statement as contemplated by Section 3 hereof from such
Initial Purchaser, in exchange for such Securities, a like principal amount of
New Securities.  The Company shall use commercially
reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP
number for such New Securities as for New Securities issued pursuant to the
Registered Exchange Offer.


 


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3.             Shelf Registration.  (a)  If
(i) due to any change in law or applicable interpretations thereof by the
Commission’s staff, the Company determines upon advice of its outside counsel
that it is not permitted to effect the Registered Exchange Offer as
contemplated by Section 2 hereof; or (ii) for any other reason the
Exchange Offer Registration Statement is not declared effective within 180 days
of the Closing Date or the Registered Exchange Offer is not consummated within 225
days of the Closing Date; (iii) any Initial Purchaser so requests with respect
to Securities that are not eligible to be exchanged for New Securities in the
Registered Exchange Offer and that are held by it following consummation of the
Registered Exchange Offer; or (iv) upon the Company receiving notice in
writing from any Holder (other than an Initial Purchaser) that such Holder is
not eligible to participate in the Registered Exchange Offer or does not
receive freely tradable New Securities in the Registered Exchange Offer other
than by reason of such Holder being an Affiliate of the Company (it being
understood that the requirement that an Exchanging Dealer deliver a Prospectus
in connection with sales of New Securities shall not result in such New
Securities being not “freely tradable”), the Company shall effect a Shelf
Registration Statement in accordance with subsection (b) below.


(b)           (i)  The Company shall, as promptly as
practicable, file with the Commission and shall use commercially reasonable efforts
to cause to be declared effective under the Act (x) if the Exchange Offer
Registration Statement is not declared effective by the Commission within 180
days of the Closing Date, within 180 days of the Closing Date, (y) if the
Registered Exchange Offer is not consummated within 225 days of the Closing
Date, within 225 days of the Closing Date or (z) in any other circumstance in
which a Shelf Registration Statement is required to be filed, within 120 days
after so required or requested, a Shelf Registration Statement relating to the
offer and sale of the Securities or the New Securities, as applicable, by the
Holders thereof from time to time in accordance with the methods of
distribution elected by such Holders and set forth in such Shelf Registration
Statement; provided, however, that no Holder (other than an Initial
Purchaser) shall be entitled to have the Securities held by it covered by such
Shelf Registration Statement unless such Holder agrees in writing to be bound
by all of the provisions of this Agreement applicable to such Holder; and provided
further, that with respect to New Securities received by an Initial
Purchaser in exchange for Securities constituting any portion of an unsold
allotment, the Company may, if permitted by current interpretations by the
Commission’s staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Item 507 or 508
of Regulation S-K, as applicable, in satisfaction of its obligations under this
subsection with respect thereto, and any such Exchange Offer Registration Statement,
as so amended, shall be referred to herein as, and governed by the provisions
herein applicable to, a Shelf Registration Statement.


(ii)           The Company shall use its best
efforts to keep the Shelf Registration Statement continuously effective, supplemented
and amended as required by the Act, in order to permit the Prospectus forming
part thereof to be usable by Holders for a period the “Shelf Registration
Period”) from the date the Shelf Registration Statement is declared effective
by the Commission until the earlier of (A) the second anniversary thereof or
(B) the date upon which all the Securities or New Securities, as applicable,
covered by the Shelf Registration Statement have been sold pursuant to the
Shelf Registration Statement.  The
Company shall be deemed not to have used its best efforts to keep the Shelf


 


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Registration Statement
effective during the Shelf Registration Period if it voluntarily takes any
action that would result in Holders of Securities covered thereby not being
able to offer and sell such Securities at any time during the Shelf
Registration Period, unless such action is (x) required by applicable law
or otherwise undertaken by the Company in good faith and for valid business reasons
(not including avoidance of the Company’s obligations hereunder), including the
acquisition or divestiture of assets, and (y) permitted pursuant to
Section 4(k)(ii) hereof.


(iii)          The Company shall cause the Shelf
Registration Statement and the related Prospectus and any amendment or
supplement thereto, as of the effective date of the Shelf Registration
Statement or such amendment or supplement, (A) to comply in all material
respects with the applicable requirements of the Act; and (B) not to contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein (in
the case of the Prospectus, in the light of the circumstances under which they
were made) not misleading.


4.             Additional Registration Procedures.  In connection with any Shelf Registration
Statement and, to the extent applicable, any Exchange Offer Registration
Statement, the following provisions shall apply.


(a)           The Company shall:


(i)            furnish to each of the
Representatives and to counsel for the Holders, not less than five Business
Days prior to the filing thereof with the Commission, a copy of any Exchange
Offer Registration Statement and any Shelf Registration Statement, and each
amendment thereof and each amendment or supplement, if any, to the Prospectus
included therein (including all documents incorporated by reference therein
after the initial filing) and shall use commercially reasonable efforts to
reflect in each such document, when so filed with the Commission, such comments
as the Representatives reasonably propose;


(ii)           include the information substantially
in the form as set forth in Annex A hereto on the facing page of the Exchange
Offer Registration Statement, in Annex B hereto in the forepart of the Exchange
Offer Registration Statement in a section setting forth details of the Exchange
Offer, in Annex C hereto in the underwriting or plan of distribution section of
the Prospectus contained in the Exchange Offer Registration Statement, and in
Annex D hereto in the letter of transmittal delivered pursuant to the
Registered Exchange Offer;


(iii)          if requested by an Initial Purchaser,
include the information required by Item 507 or 508 of Regulation S-K, as
applicable, in the Prospectus contained in the Exchange Offer Registration
Statement; and


(iv)          in the case of a Shelf Registration
Statement, include the names of the Holders that propose to sell Securities pursuant
to the Shelf Registration


 


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Statement as selling
security holders to the extent provided by such Holders to the Company.


(b)           The Company shall ensure that:


(i)            any Registration Statement and any
amendment thereto and any Prospectus forming part thereof and any amendment or
supplement thereto complies in all material respects with the Act; and


(ii)           any Registration Statement and any
amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading.


(c)           The Company shall advise the Representatives, the Holders
of Securities covered by any Shelf Registration Statement and any Exchanging
Dealer under any Exchange Offer Registration Statement that has provided in
writing to the Company a telephone or facsimile number and address for notices,
and, if requested by any Representative or any such Holder or Exchanging
Dealer, shall confirm such advice in writing (which notice pursuant to clauses
(ii)-(v) hereof shall be accompanied by an instruction to suspend the use of
the Prospectus until the Company shall have remedied the basis for such
suspension):


(i)            when a Registration Statement and
any amendment thereto (not including any documents incorporated by reference
therein) has been filed with the Commission and when the Registration Statement
or any post-effective amendment thereto has become effective;


(ii)           of any request by the Commission for
any amendment or supplement to the Registration Statement or the Prospectus or
for additional information;


(iii)          of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement or
the institution of any proceeding for that purpose or receipt by the Company of
written communications from the Commission threatening any such proceeding;


(iv)          of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
securities included therein for sale in any jurisdiction or the institution of
any proceeding for such purpose or receipt by the Company of written
communications from the Commission threatening any such proceeding; and


(v)           of the happening of any event that
requires any change in the Registration Statement or the Prospectus so that, as
of such date, they (A) do not contain any untrue statement of a material fact
and (B) do not omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the Prospectus, in the
light of the circumstances under which they were made) not misleading.


 


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(d)           The Company shall use commercially reasonable efforts to
prevent the issuance of any order suspending the effectiveness of any Registration
Statement or the qualification of the securities therein for sale in any
jurisdiction and, if issued, to obtain as soon as possible the withdrawal
thereof.


(e)           The Company shall furnish to each Holder of Securities
covered by any Shelf Registration Statement, without charge, at least one copy
of such Shelf Registration Statement and any post-effective amendment thereto,
and, if a Holder so requests in writing, to such Holder all materials
incorporated by reference therein and all exhibits thereto (including exhibits
incorporated by reference therein).


(f)            The Company shall, during the Shelf Registration Period,
deliver to each Holder of Securities covered by any Shelf Registration
Statement, without charge, as many copies of the Prospectus (including the
Preliminary Prospectus) included in such Shelf Registration Statement and any
amendment or supplement thereto as such Holder may reasonably request.  The Company consents to the use of the
Prospectus or any amendment or supplement thereto by each of the selling
Holders of Securities in connection with the offering and sale of the
Securities covered by the Prospectus, or any amendment or supplement thereto,
included in the Shelf Registration Statement.


(g)           The Company shall furnish to each Exchanging Dealer which
so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, and, if an Exchanging
Dealer so requests in writing, to such Exchanging Dealer all materials
incorporated by reference therein and all exhibits thereto (including exhibits
incorporated by reference therein).


(h)           The Company shall promptly deliver to each Initial
Purchaser, each Exchanging Dealer and each other person required to deliver a
Prospectus during the Exchange Offer Registration Period, without charge, as
many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as any such person may
reasonably request.  The Company consents
to the use of the Prospectus or any amendment or supplement thereto by any
Initial Purchaser, any Exchanging Dealer and any such other person that may be
required to deliver a Prospectus following the Registered Exchange Offer in
connection with the offering and sale of the New Securities covered by the
Prospectus, or any amendment or supplement thereto, included in the Exchange
Offer Registration Statement.


(i)            Prior to the Registered Exchange Offer or any other
offering of Securities pursuant to any Registration Statement, the Company
shall arrange, if necessary, for the qualification of the Securities or the New
Securities for sale under the laws of such jurisdictions as any Initial
Purchaser or the Majority Holders shall reasonably request and shall maintain
such qualification in effect so long as required; provided that in no
event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not then so qualified or to take any action that would
subject it to service of process in suits, other than those arising out of the
Initial Placement, the Registered Exchange Offer or any offering pursuant to a
Shelf Registration Statement, in any such jurisdiction where it is not then so
subject.


 


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(j)            The Company shall cooperate with the Holders of
Securities to facilitate the timely preparation and delivery of certificates
representing New Securities or Securities to be issued or sold pursuant to any
Registration Statement free of any restrictive legends and in such
denominations (consistent with the provisions of the Indentures) and registered
in such names as Holders may request.


(k)           (i)            Upon
the occurrence of any event contemplated by subsections (c)(ii) through
(v) above, the Company shall promptly 
(or within the time period provided for by clause (ii) hereof, if
applicable) prepare a post-effective amendment to the applicable Registration
Statement or an amendment or supplement to the related Prospectus or file any
other required document so that, as thereafter delivered to the Initial
Purchasers of the securities included therein, the Prospectus will not include
an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.  In such circumstances, the period of
effectiveness of the Exchange Offer Registration Statement provided for in
Section 2 shall be extended by the number of days from and including the date
of the giving of a notice of suspension pursuant to Section 4(c) to and
including the date when the Initial Purchasers, the Holders of the Securities
and any known Exchanging Dealer shall have received such amended or supplemented
Prospectus pursuant to this Section.


(ii)           Upon the occurrence or existence of
any pending corporate development or any other material event that, in the
reasonable judgment of the Company, makes it appropriate to suspend the
availability of a Shelf Registration Statement and the related Prospectus, the
Company shall give notice (without notice of the nature or details of such
events) to the Holders that the availability of the Shelf Registration is
suspended and, upon actual receipt of any such notice, each Holder agrees not
to sell any Registrable Securities pursuant to the Shelf Registration until
such Holder’s receipt of copies of the supplemented or amended Prospectus
provided for in Section 3(i) hereof, or until it is advised in writing by the
Company that the Prospectus may be used, and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in such Prospectus.  The
period during which the availability of the Shelf Registration and any
Prospectus is suspended (the “Deferral Period”) shall not exceed 45 days in any
three-month period or 90 days in any twelve-month period.


(l)            Not later than the effective date of any Registration
Statement, the Company shall use its commercially reasonable efforts to provide
a CUSIP number for the Securities or the New Securities, as the case may be,
registered under such Registration Statement and provide the Trustee with
printed certificates for such Securities or New Securities, in a form eligible
for deposit with The Depository Trust Company.


(m)          The Company shall comply with all applicable rules and
regulations of the Commission and shall make generally available to its
security holders an earnings statement satisfying the provisions of
Section 11(a) of the Act as soon as reasonably practicable after the
effective date of the applicable Registration Statement.


 


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(n)           The Company shall cause the New Securities Indentures to
be qualified under the Trust Indenture Act in a timely manner.


(o)           As a condition to such Holder’s participation in the Shelf
Registration, each Holder of securities to be sold pursuant to any Shelf
Registration Statement must furnish to the Company such information regarding
the Holder and the distribution of such securities as the Company may from time
to time reasonably require for inclusion in such Registration Statement.  The Company may exclude from such Shelf
Registration Statement the Securities of any Holder that unreasonably fails to
furnish such information within a reasonable time after receiving such request.  Each Holder as to which any Shelf
Registration Statement is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make the
information previously furnished to the Company by such Holder and included in
such Shelf Registration Statement not materially misleading.


(p)           In the case of any Shelf Registration Statement, the
Company shall use commercially reasonable efforts to enter into customary
agreements (including, if requested, an underwriting agreement in customary
form) and take all other reasonably appropriate actions in order to expedite or
facilitate the registration or the disposition of the Securities, and in connection
therewith, if an underwriting agreement is entered into, cause the same to
contain indemnification provisions and procedures no less favorable than those
set forth in Section 6 hereof.


(q)           In the case of any Shelf Registration
Statement, the Company shall:


(i)            make reasonably available for
inspection by the Holders of Securities to be registered thereunder, any
underwriter participating in any disposition pursuant to such Registration
Statement, and any attorney, accountant or other agent retained by the Holders
or any such underwriter all relevant financial and other records and pertinent
corporate documents of the Company and its subsidiaries that they may
reasonably request; provided, however, that any information that is designated
in writing by the Company, in good faith, as confidential at the time of
inspection of such information shall be kept confidential by the Holders or any
such attorney, accountant or agent, unless such disclosure is made in
connection with a court proceeding or required by law, or such information
becomes available to the public generally or through a third party without an
accompanying obligation of confidentiality;


(ii)           cause the Company’s officers,
directors, employees, accountants and auditors to supply all relevant
information reasonably requested by the Holders or any such underwriter,
attorney, accountant or agent in connection with any such Registration
Statement as is customary for similar due diligence examinations; provided,
however, that any information that is designated in writing by the Company, in
good faith, as confidential at the time of inspection of such information shall
be kept confidential by the Holders or any such attorney, accountant or agent,
unless such disclosure is made in connection with a court proceeding or
required by law, or such information becomes available to the


 


12





















 


public generally or through
a third party without an accompanying obligation of confidentiality;


(iii)          make such representations and
warranties to the Holders of Securities registered thereunder and the
underwriters, if any, in form, substance and scope as are customarily made by
issuers to underwriters in primary underwritten offerings and covering matters
including, but not limited to, those set forth in the Purchase Agreement;


(iv)          cause to be provided opinions of
counsel to the Company and updates thereof (which counsel and opinions (in
form, scope and substance) shall be reasonably satisfactory to the Managing
Underwriters, if any) addressed to each selling Holder and the underwriters, if
any, covering such matters as are customarily covered in opinions requested in
underwritten offerings and such other matters as may be reasonably requested by
such Holders and underwriters;


(v)           cause to be provided “comfort”
letters and updates thereof from the independent certified public accountants
of the Company (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business acquired by the
Company for which financial statements and financial data are, or are required
to be, included in the Registration Statement), addressed to each selling
Holder of Securities registered thereunder and the underwriters, if any, in
customary form and covering matters of the type customarily covered in “comfort”
letters in connection with primary underwritten offerings; and


(vi)          deliver such documents and
certificates as may be reasonably requested by the Majority Holders or the
Managing Underwriters, if any, including those to evidence compliance with
Section 4(k) and with any customary conditions contained in the underwriting
agreement or other agreement entered into by the Company.


The actions set forth in
clauses (iii), (iv), (v) and (vi) of this paragraph (q) shall be performed at
(A) the effectiveness of such Registration Statement and each post-effective
amendment thereto; and (B) each closing under any underwriting or similar
agreement as and to the extent required thereunder.


(r)            In the case of any Exchange Offer Registration Statement,
the Company shall, if requested by an Initial Purchaser, or by a broker dealer
that holds Securities that were acquired as a result of market making or other
trading activities:


(i)            make reasonably available for
inspection by the requesting party, and any attorney, accountant or other agent
retained by the requesting party, all relevant financial and other records,
pertinent corporate documents and properties of the Company and its
subsidiaries that they may reasonably request; provided, however, that any
information that is designated in writing by the Company, in good faith, as
confidential at the time of inspection of such information shall be


 


13





















 


kept confidential by the
Holders or any such attorney, accountant or agent, unless such disclosure is
made in connection with a court proceeding or required by law, or such
information becomes available to the public generally or through a third party
without an accompanying obligation of confidentiality;


(ii)           cause the Company’s officers,
directors, employees, accountants and auditors to supply all relevant
information reasonably requested by the requesting party or any such attorney,
accountant or agent in connection with any such Registration Statement as is
customary for similar due diligence examinations; provided, however, that any
information that is designated in writing by the Company, in good faith, as
confidential at the time of inspection of such information shall be kept
confidential by the Holders or any such attorney, accountant or agent, unless
such disclosure is made in connection with a court proceeding or required by
law, or such information becomes available to the public generally or through a
third party without an accompanying obligation of confidentiality;


(iii)          make such representations and
warranties to the requesting party, in form, substance and scope as are
customarily made by issuers to underwriters in primary underwritten offerings
and covering matters including, but not limited to, those set forth in the
Purchase Agreement;


(iv)          cause to be provided opinions of
counsel to the Company and updates thereof (which counsel and opinions (in
form, scope and substance) shall be reasonably satisfactory to the requesting
party and its counsel, addressed to the requesting party, covering such matters
as are customarily covered in opinions requested in underwritten offerings and
such other matters as may be reasonably requested by the requesting party or
its counsel;


(v)           cause to be provided “comfort”
letters and updates thereof from the independent certified public accountants
of the Company (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business acquired by the
Company for which financial statements and financial data are, or are required
to be, included in the Registration Statement), addressed to the requesting
party, in customary form and covering matters of the type customarily covered
in “comfort” letters in connection with primary underwritten offerings, or if
requested by the requesting party or its counsel in lieu of a “comfort” letter,
an agreed-upon procedures letter under Statement on Auditing Standards No. 35,
covering matters requested by the requesting party or its counsel; and


(vi)          deliver such documents and
certificates as may be reasonably requested by the requesting party or its
counsel, including those to evidence compliance with Section 4(k) and with
conditions customarily contained in underwriting agreements.


 


14





















 


The foregoing actions set
forth in clauses (iii), (iv), (v), and (vi) of this Section shall be performed
at the close of the Registered Exchange Offer and the effective date of any
post-effective amendment to the Exchange Offer Registration Statement.


(s)           If a Registered Exchange Offer is to be consummated, upon
delivery of the Securities by Holders to the Company (or to such other person
as directed by the Company) in exchange for the New Securities, the Company
shall mark, or caused to be marked, on the Securities so exchanged that such
Securities are being cancelled in exchange for the New Securities.  In no event shall the Securities be marked as
paid or otherwise satisfied.


(t)            The Company shall use commercially reasonable efforts if
the Securities have been rated prior to the initial sale of such Securities, to
confirm such ratings will apply to the Securities or the New Securities, as the
case may be, covered by a Registration Statement.


(u)           In the event that any Broker-Dealer shall underwrite any
Securities or participate as a member of an underwriting syndicate or selling
group or “assist in the distribution” (within the meaning of the NASD Rules)
thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or
otherwise, the Company shall assist such Broker-Dealer in complying with the
NASD Rules.


(v)           The Company shall use commercially reasonable efforts to
take all other steps necessary to effect the registration of the Securities or
the New Securities, as the case may be, covered by a Registration Statement.


5.             Registration Expenses.  The Company shall bear all expenses incurred
in connection with the performance of its obligations under Sections 2, 3
and 4 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel (which shall initially be Cravath, Swaine & Moore LLP, but which
may be another nationally recognized law firm experienced in securities matters
designated by the Majority Holders) to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the reasonable fees and
disbursements of counsel acting in connection therewith.


6.             Indemnification and Contribution.  (a)  The Company agrees to
indemnify and hold harmless each Holder of Securities or New Securities, as the
case may be, covered by any Registration Statement, each Initial Purchaser and,
with respect to any Prospectus delivery as contemplated in Section 4(h) hereof,
each Exchanging Dealer, the directors, officers, employees, Affiliates and
agents of each such Holder, Initial Purchaser or Exchanging Dealer and each
person who controls any such Holder, Initial Purchaser or Exchanging Dealer
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other U.S. federal
or state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement as originally filed
or in any amendment thereof, or in any preliminary Prospectus or the
Prospectus, or in any amendment thereof or supplement thereto, or arise out of


 


15





















 


or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein (in the case of any preliminary Prospectus or the
Prospectus, in the light of the circumstances under which they were made) not
misleading, and agrees to reimburse each such indemnified party, as incurred, for
any legal or other expenses reasonably incurred by it in connection with
investigating or defending any such loss, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of the party claiming
indemnification specifically for inclusion therein.  This indemnity agreement shall be in addition
to any liability that the Company may otherwise have.


The Company also agrees to
indemnify as provided in this Section 6(a) or contribute as provided in Section
6(d) hereof to Losses of each underwriter, if any, of Securities or New
Securities, as the case may be, registered under a Shelf Registration
Statement, their directors, officers, employees, Affiliates or agents and each
person who controls such underwriter on substantially the same basis as that of
the indemnification of the Initial Purchasers and the selling Holders provided
in this Section 6(a) and shall, if requested by any Holder, enter into an
underwriting agreement reflecting such agreement, as provided in
Section 4(p) hereof.


(b)           Each Holder of securities covered by a Registration
Statement (including each Initial Purchaser that is a Holder, in such capacity)
severally and not jointly agrees to indemnify and hold harmless the Company,
each of its directors, each of its officers who signs such Registration
Statement and each person who controls the Company within the meaning of either
the Act or the Exchange Act, to the same extent as the foregoing indemnity from
the Company to each such Holder, but only with reference to written information
relating to such Holder furnished to the Company by or on behalf of such Holder
specifically for inclusion in the documents referred to in the foregoing
indemnity.  This indemnity agreement will
be in addition to any liability that any such Holder may otherwise have.


(c)           Promptly after receipt by an indemnified party under this
Section 6 or notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party
(i) will not relieve it from liability under paragraph (a) or (b)
above unless and to the extent it did not otherwise learn of such action and
such failure results in the forfeiture by the indemnifying party of substantial
rights and defenses; and (ii) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above.  The indemnifying party shall be entitled to
appoint counsel (including local counsel) of the indemnifying party’s choice at
the indemnifying party’s expense to represent the indemnified party in any
action for which indemnification is sought (in which case the indemnifying
party shall not thereafter be responsible for the fees and expenses of any
separate counsel retained by the indemnified party or parties except as set
forth below); provided, however, that such counsel shall be reasonably
satisfactory to the indemnified party. 
Notwithstanding the indemnifying party’s election to appoint counsel
(including local counsel) to represent the indemnified party in an action, the
indemnified party shall have the right to


 


16





















 


employ separate counsel (including local counsel),
and the indemnifying party shall bear the reasonably incurred fees, costs and
expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest; (ii) the actual or potential
defendants in, or targets of, any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it and/or
other indemnified parties which are different from or additional to those available
to the indemnifying party; (iii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution
of such action; or (iv) the indemnifying party shall authorize the
indemnified party to employ separate counsel at the expense of the indemnifying
party.  An indemnifying party will not,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.


(d)           In the event that the indemnity provided in paragraph (a)
or (b) of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably incurred
in connection with investigating or defending any loss, claim, liability,
damage or action) (collectively “Losses”) to which such indemnified party may
be subject in such proportion as is appropriate to reflect the relative
benefits received by such indemnifying party, on the one hand, and such
indemnified party, on the other hand, from the Initial Placement and the
Registration Statement which resulted in such Losses; provided, however,
that in no case shall any Initial Purchaser be responsible, in the aggregate,
for any amount in excess of the purchase discount or commission applicable to
such Security, or in the case of a New Security, applicable to the Security
that was exchangeable into such New Security, as set forth in the Final
Memorandum, nor shall any underwriter be responsible for any amount in excess
of the underwriting discount or commission applicable to the securities
purchased by such underwriter under the Registration Statement which resulted
in such Losses.  If the allocation
provided by the immediately preceding sentence is unavailable for any reason,
the indemnifying party and the indemnified party shall contribute in such proportion
as is appropriate to reflect not only such relative benefits but also the
relative fault of such indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable
considerations.  Benefits received by the
Company shall be deemed to be equal to the total net proceeds from the Initial
Placement (before deducting expenses) as set forth in the Final Memorandum.  Benefits received by the Initial Purchasers
shall be deemed to be equal to the total purchase discounts and commissions as
set forth on the cover page of the Final Memorandum, and benefits received by
any other Holders shall be deemed to be equal to the value of receiving
Securities or New Securities, as applicable, registered under the Act.  Benefits received by any underwriter shall be
deemed to be equal to the total underwriting discounts and commissions, as set
forth on the cover page of the Prospectus forming a part of the Registration
Statement which resulted in such Losses. 
Relative fault shall be determined by reference to, among other things,
whether any untrue or any alleged


 


17





















 


untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to information provided by
the indemnifying party, on the one hand, or by the indemnified party, on the
other hand, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission.  The parties agree that it
would not be just and equitable if contribution were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
any other method of allocation which does not take account of the equitable
considerations referred to above. 
Notwithstanding the provisions of this paragraph (d), no person
guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.  For purposes of this Section, each person who
controls a Holder within the meaning of either the Act or the Exchange Act and each
director, officer, employee and agent of such Holder shall have the same rights
to contribution as such Holder, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, each officer of the Company
who shall have signed the Registration Statement and each director of the
Company shall have the same rights to contribution as the Company, subject in
each case to the applicable terms and conditions of this paragraph (d).


(e)           The provisions of this Section will remain in full force
and effect, regardless of any investigation made by or on behalf of any Holder
or the Company or any of the indemnified persons referred to in this Section 6,
and will survive the sale by a Holder of securities covered by a Registration
Statement.


7.             Underwritten Registrations.  (a)  If
any of the Securities or New Securities, as the case may be, covered by any
Shelf Registration Statement are to be sold in an underwritten offering, the
Managing Underwriters shall be selected by the Majority Holders.


(b)           No person may participate in any underwritten offering
pursuant to any Shelf Registration Statement, unless such person (i) agrees to
sell such person’s Securities or New Securities, as the case may be, on the
basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements; and
(ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements.


8.             Registration Defaults.  If any of the following events shall occur,
then the Company shall pay liquidated damages (the “Registration Default
Damages”) to the Holders of Securities in respect of the Securities as follows:


(a)           if any Registration Statement required by this Agreement
is not filed with the Commission on or prior to the date specified for such
filing in this Agreement, then Registration Default Damages shall accrue on the
Registrable Securities at a rate of .25% per annum for the first 120 days
from and including such specified date and will increase by .25% per annum at
the end of such 120-day period, provided that the maximum aggregate increase in
interest rate will in no event exceed .50% per annum; or


 


18





















 


(b)           if any Registration Statement required by this Agreement
is not declared effective by the Commission on or prior to the date by which commercially
reasonable efforts are to be used to cause such effectiveness under this
Agreement, then Registration Default Damages shall accrue on the Registrable
Securities at a rate of .25% per annum for the first 120 days from and
including such specified date and will increase by .25% per annum at the end of
such 120-day period, provided that the maximum aggregate increase in interest
rate will in no event exceed .50% per annum; or


(c)           if any Registration Statement required by this Agreement
has been declared effective but ceases to be effective at any time at which it
is required to be effective under this Agreement, then commencing on the day
the Registration Statement ceases to be effective, Registration Default Damages
shall accrue on the Registrable Securities at a rate of .25% per annum for the
first 120 days from and including such date on which the Registration
Statement ceases to be effective and will increase by .25% per annum at the end
of such 120-day period, provided that the maximum aggregate increase in
interest rate will in no event exceed .50% per annum; or


(d)           if the Registered Exchange Offer has not been consummated
within 225 days of the Closing Date, then Registration Default Damages shall
accrue on the Registrable Securities at a rate of .25% per annum for the first
120 days from and including such specified date and will increase by .25%
per annum at the end of such 120-day period, provided that the maximum
aggregate increase in interest rate will in no event exceed .50% per annum;


provided, however,
that (1) upon the filing of the Registration Statement (in the case of
paragraph (a) above), (2) upon the effectiveness of the Registration Statement
(in the case of paragraph (b) above), (3) upon the effectiveness of the
Registration Statement which had ceased to remain effective (in the case of
paragraph (c) above), or (4) upon the consummation of the Registered Exchange
Offer (in the case of paragraph (d) above) Registration Default Damages shall
cease to accrue.


9.             No Inconsistent Agreements.  The Company has not entered into, and agrees
not to enter into, any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders herein or that otherwise
conflicts with the provisions hereof.


10.           Amendments and Waivers.  The provisions of this Agreement may not be
amended, qualified, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Company has
obtained the written consent of the Holders of a majority of the aggregate
principal amount of the Registrable Securities outstanding; provided that,
with respect to any matter that directly or indirectly affects the rights of
any Initial Purchaser hereunder, the Company shall obtain the written consent
of each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective; provided, further,
that no amendment, qualification, supplement, waiver or consent with respect to
Section 8 hereof shall be effective as against any Holder of Registered
Securities unless consented to in writing by such Holder; and provided, further,
that the provisions of this Article 10 may not be amended, qualified, modified
or supplemented, and waivers or consents to departures from the provisions
hereof may not be given, unless the Company has obtained the written consent of
the Initial Purchasers and each Holder. 
Notwithstanding the foregoing (except the foregoing provisos), a waiver
or consent to departure from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders whose Securities or New
Securities, as the case may be, are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by the Majority Holders, determined on the basis of
Securities or New Securities, as the case may be, being sold rather than
registered under such Registration Statement.


 


19





















 


11.           Notices.  All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand-delivery, first-class mail, telex, telecopier or air
courier guaranteeing overnight delivery:


(a)           if to a Holder, at the most current address given by such
holder to the Company in accordance with the provisions of this Section 11,
which address initially is, with respect to each Holder, the address of such
Holder maintained by the Registrar under the Indentures;


(b)           if to the Representatives, initially at the address or
addresses set forth in the Purchase Agreement; and


(c)           if to the Company, initially at its address set forth in
the Purchase Agreement.


All such notices and
communications shall be deemed to have been duly given when received.


The Initial Purchasers or
the Company by notice to the other parties may designate additional or different
addresses for subsequent notices or communications.


12.           Remedies. 
Each Holder, in addition to being entitled to exercise all rights
provided to it herein, in the Indentures or in the Purchase Agreement or
granted by law, including recovery of liquidated or other damages, will be
entitled to specific performance of its rights under this Agreement. The
Company agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Agreement
and hereby agrees to waive in any action for specific performance the defense
that a remedy at law would be adequate.


13.           Successors. 
This Agreement shall inure to the benefit of and be binding upon the
parties hereto, their respective successors and assigns, including, without the
need for an express assignment or any consent by the Company thereto,
subsequent Holders of Securities and the New Securities, and the indemnified
persons referred to in Section 6 hereof. 
The Company hereby agrees to extend the benefits of this Agreement to
any Holder of Securities and the New Securities, and any such Holder may
specifically enforce the provisions of this Agreement as if an original party
hereto.


14.           Counterparts. 
This Agreement may be signed in one or more counterparts, each of which
shall constitute an original and all of which together shall constitute one and
the same agreement.


 


20





















 


15.           Headings. 
The section headings used herein are for convenience only and shall not
affect the construction hereof.


16.           Applicable Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed
in the State of New York.  The parties
hereto each hereby waive any right to trial by jury in any action, proceeding
or counterclaim arising out of or relating to this Agreement.


17.           Severability. 
In the event that any one of more of the provisions contained herein, or
the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.


18.           Securities Held by the Company, etc.  Whenever the consent or approval of Holders
of a specified percentage of principal amount of Securities or New Securities
is required hereunder, Securities or New Securities, as applicable, held by the
Company or its Affiliates (other than subsequent Holders of Securities or New
Securities if such subsequent Holders are deemed to be Affiliates solely by
reason of their holdings of such Securities or New Securities) shall not be
counted in determining whether such consent or approval was given by the
Holders of such required percentage.


 


21





















 


If the foregoing is in
accordance with your understanding of our agreement, please sign and return to
us the enclosed duplicate hereof, whereupon this letter and your acceptance
shall represent a binding agreement between the Company and the several Initial
Purchasers.


	
   

  	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Southern Peru Copper Corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
  The foregoing Agreement is hereby

  	
   

  	
   

  	
   

  
	
  confirmed and accepted as of the

  	
   

  	
   

  	
   

  
	
  date first above written.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Citigroup Global Markets Inc.

  	
   

  	
   

  	
   

  
	
  UBS Securities LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Citigroup Global Markets
  Inc.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  UBS Securities LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
						



 


For themselves and the other
several Initial

Purchasers named in Schedule I to 

the Purchase Agreement.


 


22





















 


ANNEX
A


Each broker-dealer that
receives new securities for its own account pursuant to the Exchange Offer must
acknowledge that it will deliver a prospectus in connection with any resale of
such new securities.  The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter”  within the meaning of the Act.  This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of new securities received in exchange for securities where such
securities were acquired by such broker-dealer as a result of market-making
activities or other trading activities. 
The Company has agreed that, 
starting on the expiration date and ending on the close of business one
year after the expiration date, it will make this prospectus available to any
broker-dealer for use in connection with any such resale.  See “Plan of Distribution”.


 


A-1





















 


ANNEX
B


Each broker-dealer that
receives new securities for its own account in exchange for securities, where
such securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities, must acknowledge that it
will deliver a prospectus in connection with any resale of such new
securities.  See “Plan of Distribution”.


 


B-1





















 


ANNEX
C


PLAN
OF DISTRIBUTION


Each broker-dealer that
receives new securities for its own account pursuant to the Exchange Offer must
acknowledge that it will deliver a prospectus in connection with any resale of
such new securities.  This prospectus, as
it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of new securities received in exchange
for securities where such securities were acquired as a result of market-making
activities or other trading activities. 
The company has agreed that, starting on the expiration date and ending
on the close of business one year after the expiration date, it will make this
prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale.  In
addition, until __________, ______, all dealers effecting transactions in the
new securities may be required to deliver a prospectus.


The company will not receive
any proceeds from any sale of new securities by brokers-dealers.  New securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the new securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices.  Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such new securities.  Any broker-dealer that resells new securities
that were received by it for its own account pursuant to the Exchange Offer and
any broker or dealer that participates in a distribution of such new securities
may be deemed to be an “underwriter” within the meaning of the Act and any
profit of any such resale of new securities and any commissions or concessions
received by any such persons may be deemed to be underwriting compensation
under the Act.  The Letter of Transmittal
states that by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Act.


For a period of one year
after the expiration date, the company will promptly send additional copies of
this prospectus and any amendment or supplement to this prospectus to any
broker-dealer that requests such documents in the Letter of Transmittal.  The company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holder of the securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Act.


[If applicable,
add information required by Regulation S-K Items 507 and/or 508.]


 


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ANNEX
D


Rider A


PLEASE FILL IN YOUR NAME AND
ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.


	
  Name:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Rider B


If the undersigned is not a
Broker-Dealer, the undersigned represents that it acquired the New Securities
in the ordinary course of its business, it is not engaged  in, and does not intend to engage in, a distribution
of New Securities and it has no arrangements or understandings with any person
to participate in a distribution of the New Securities.  If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchange for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an “underwriter”
within the meaning of the Act.


 


D-1