Exhibit 4.2


 


INDENTURE


 


SOUTHERN PERU COPPER CORPORATION


 


7.500% NOTES DUE 2035


 


 


THE BANK OF
NEW YORK,


 


Trustee


 


 


Dated as of July 27,
2005


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
   

  
	
   

  	
   

  
	
  Definition and Incorporation by Reference

  	
   

  
	
   

  	
   

  
	
  SECTION 1.01.
  Definitions.

  	
   

  
	
  SECTION 1.02.
  Other Definitions.

  	
   

  
	
  SECTION 1.03.
  Incorporation by Reference of Trust Indenture Act

  	
   

  
	
  SECTION 1.04.
  Rules of Construction

  	
   

  
	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  
	
  The
  Securities

  	
   

  
	
   

  	
   

  
	
  SECTION 2.01.
  Amount of Securities; Issuable in Series

  	
   

  
	
  SECTION 2.02.
  Form and Dating

  	
   

  
	
  SECTION 2.03.
  Execution and Authentication

  	
   

  
	
  SECTION 2.04.
  Registrar and Paying Agent

  	
   

  
	
  SECTION 2.05.
  Paying Agent To Hold Money in Trust

  	
   

  
	
  SECTION 2.06.
  Securityholder Lists

  	
   

  
	
  SECTION 2.07.
  Replacement Securities

  	
   

  
	
  SECTION 2.08.
  Outstanding Securities

  	
   

  
	
  SECTION 2.09.
  Temporary Securities

  	
   

  
	
  SECTION 2.10.
  Cancellation

  	
   

  
	
  SECTION 2.11.
  Defaulted Interest

  	
   

  
	
  SECTION 2.12.
  CUSIP Numbers

  	
   

  
	
  SECTION 2.13.
  Delisting

  	
   

  
	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  
	
  Redemption

  	
   

  
	
   

  	
   

  
	
  SECTION 3.01.
  Notices to Trustee

  	
   

  
	
  SECTION 3.02.
  Selection of Securities To Be Redeemed

  	
   

  
	
  SECTION 3.03.
  Notice of Redemption

  	
   

  
	
  SECTION 3.04.
  Effect of Notice of Redemption

  	
   

  
	
  SECTION 3.05.
  Deposit of Redemption Price

  	
   

  
	
  SECTION 3.06.
  Securities Redeemed in Part

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
   

  	
   

  
	
  Covenants

  	
   

  
	
   

  	
   

  
	
  SECTION 4.01.
  Termination of Specified Covenants

  	
   

  
	
  SECTION 4.02.
  Payment of Securities

  	
   

  



 





















 


	
  SECTION 4.03. Limitation on Liens

  	
   

  
	
  SECTION 4.04. Limitation on Sale
  and Leaseback Transactions

  	
   

  
	
  SECTION 4.05. Limitation on Subsidiary
  Indebtedness

  	
   

  
	
  SECTION 4.06. Change of Control
  Triggering Event

  	
   

  
	
  SECTION 4.07. SEC Reports

  	
   

  
	
  SECTION 4.08. Rule 144A Information

  	
   

  
	
  SECTION 4.09. Further Instruments and
  Acts

  	
   

  
	
  SECTION 4.10. Statement as to
  Compliance

  	
   

  
	
  SECTION 4.11. Corporate Existence

  	
   

  
	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  
	
  Successor Company

  	
   

  
	
   

  	
   

  
	
  SECTION 5.01. When Company
  May Merge or Transfer Assets

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  
	
  Defaults and Remedies

  	
   

  
	
   

  	
   

  
	
  SECTION 6.01. Events of Default

  	
   

  
	
  SECTION 6.02. Acceleration

  	
   

  
	
  SECTION 6.03. Other Remedies

  	
   

  
	
  SECTION 6.04. Waiver of Past Defaults

  	
   

  
	
  SECTION 6.05. Control by Majority

  	
   

  
	
  SECTION 6.06. Limitation on Suits

  	
   

  
	
  SECTION 6.07. Rights of Holders To
  Receive Payment

  	
   

  
	
  SECTION 6.08. Collection Suit by
  Trustee

  	
   

  
	
  SECTION 6.09. Trustee May File
  Proofs of Claim

  	
   

  
	
  SECTION 6.10. Priorities

  	
   

  
	
  SECTION 6.11. Undertaking for Costs

  	
   

  
	
  SECTION 6.12. Waiver of Stay or
  Extension Laws

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
   

  	
   

  
	
  Trustee

  	
   

  
	
   

  	
   

  
	
  SECTION 7.01. Duties of Trustee

  	
   

  
	
  SECTION 7.02. Rights of Trustee

  	
   

  
	
  SECTION 7.03. Individual Rights of
  Trustee

  	
   

  
	
  SECTION 7.04. Trustee’s Disclaimer

  	
   

  
	
  SECTION 7.05. Notice of Defaults

  	
   

  
	
  SECTION 7.06. Reports by Trustee to
  Holders

  	
   

  
	
  SECTION 7.07. Compensation and
  Indemnity

  	
   

  
	
  SECTION 7.08. Replacement of Trustee

  	
   

  
	
  SECTION 7.09. Successor Trustee by
  Merger

  	
   

  
	
  SECTION 7.10. Eligibility; Disqualification

  	
   

  



 


ii





















 


	
  SECTION 7.11. Preferential Collection
  of Claims Against Company

  	
   

  
	
  SECTION 7.12. Appointment of
  Co-Trustee.

  	
   

  
	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  
	
  Discharge of Indenture; Defeasance

  	
   

  
	
   

  	
   

  
	
  SECTION 8.01. Discharge of Liability
  on Securities; Defeasance

  	
   

  
	
  SECTION 8.02. Conditions to Defeasance

  	
   

  
	
  SECTION 8.03. Application of Trust
  Money

  	
   

  
	
  SECTION 8.04. Repayment to Company

  	
   

  
	
  SECTION 8.05. Indemnity for Government
  Obligations

  	
   

  
	
  SECTION 8.06. Reinstatement

  	
   

  
	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
   

  	
   

  
	
  Amendments

  	
   

  
	
   

  	
   

  
	
  SECTION 9.01. Without Consent of
  Holders

  	
   

  
	
  SECTION 9.02. With Consent of Holders

  	
   

  
	
  SECTION 9.03. Compliance with Trust
  Indenture Act

  	
   

  
	
  SECTION 9.04. Revocation and Effect of
  Consents and Waivers

  	
   

  
	
  SECTION 9.05. Notation on or Exchange
  of Securities

  	
   

  
	
  SECTION 9.06. Trustee To Sign
  Amendments

  	
   

  
	
  SECTION 9.07. Payment for Consent

  	
   

  
	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
   

  	
   

  
	
  Miscellaneous

  	
   

  
	
   

  	
   

  
	
  SECTION 10.01. Trust Indenture Act
  Controls

  	
   

  
	
  SECTION 10.02. Notices

  	
   

  
	
  SECTION 10.03. Communication by
  Holders with Other Holders

  	
   

  
	
  SECTION 10.04. Certificate and Opinion
  as to Conditions Precedent

  	
   

  
	
  SECTION 10.05. Statements Required in
  Certificate or Opinion

  	
   

  
	
  SECTION 10.06. When Securities
  Disregarded

  	
   

  
	
  SECTION 10.07. Rules by Trustee,
  Paying Agent and Registrar

  	
   

  
	
  SECTION 10.08. Legal Holidays

  	
   

  
	
  SECTION 10.09. Governing Law

  	
   

  
	
  SECTION 10.10. No Recourse Against
  Others

  	
   

  
	
  SECTION 10.11. Successors

  	
   

  
	
  SECTION 10.12. Multiple Originals

  	
   

  
	
  SECTION 10.13. Table of Contents;
  Headings

  	
   

  
	
  SECTION 10.14. Waiver of Jury Trial

  	
   

  
	
   

  	
   

  
	
  Appendix A - Provisions Relating to Initial Securities and Exchange
  Securities

  	
   

  



 


iii





















 


	
  Exhibit 1 to

  	
   

  
	
  Appendix A - Form of Initial Security

  	
   

  
	
  Exhibit A

  	
   

  



 


iv





















 


CROSS-REFERENCE TABLE


 


	
  TIA

  Section

  	
   

  	
   

  	
  Indenture

  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  310

  	
   

  	
  (a)(1)

  	
   

  	
   

  	
  7.10

  	
   

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
   

  	
  7.10

  	
   

  
	
   

  	
   

  	
  (a)(3)

  	
   

  	
   

  	
  N.A.

  	
   

  
	
   

  	
   

  	
  (a)(4)

  	
   

  	
   

  	
  N.A.

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  7.08;

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  7.10

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
  N.A.

  	
   

  
	
  311

  	
   

  	
  (a)

  	
   

  	
   

  	
  7.11

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  7.11

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
  N.A.

  	
   

  
	
  312

  	
   

  	
  (a)

  	
   

  	
   

  	
  2.06

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  N.A.

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
  N.A.

  	
   

  
	
  313

  	
   

  	
  (a)

  	
   

  	
   

  	
  7.06

  	
   

  
	
   

  	
   

  	
  (b)(1)

  	
   

  	
   

  	
  N.A.

  	
   

  
	
   

  	
   

  	
  (b)(2)

  	
   

  	
   

  	
  7.06

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
  N.A.

  	
   

  
	
   

  	
   

  	
  (d)

  	
   

  	
   

  	
  7.06

  	
   

  
	
  314

  	
   

  	
  (a)

  	
   

  	
   

  	
  4.07

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  N.A.

  	
   

  
	
   

  	
   

  	
  (c)(1)

  	
   

  	
   

  	
  N.A.

  	
   

  
	
   

  	
   

  	
  (c)(2)

  	
   

  	
   

  	
  N.A.

  	
   

  
	
   

  	
   

  	
  (c)(3)

  	
   

  	
   

  	
  N.A.

  	
   

  
	
   

  	
   

  	
  (d)

  	
   

  	
   

  	
  N.A.

  	
   

  
	
   

  	
   

  	
  (e)

  	
   

  	
   

  	
  N.A.

  	
   

  
	
   

  	
   

  	
  (f)

  	
   

  	
   

  	
  4.11

  	
   

  
	
  315

  	
   

  	
  (a)

  	
   

  	
   

  	
  7.01

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  7.05

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
  7.01

  	
   

  
	
   

  	
   

  	
  (d)

  	
   

  	
   

  	
  7.01

  	
   

  
	
   

  	
   

  	
  (e)

  	
   

  	
   

  	
  6.11

  	
   

  
	
  316

  	
   

  	
  (a) (last sentence)

  	
   

  	
   

  	
  N.A.

  	
   

  
	
   

  	
   

  	
  (a)(1)(A)

  	
   

  	
   

  	
  6.05

  	
   

  
	
   

  	
   

  	
  (a)(1)(B)

  	
   

  	
   

  	
  6.04

  	
   

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
   

  	
  N.A.

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  6.07

  	
   

  
	
  317

  	
   

  	
  (a)(1)

  	
   

  	
   

  	
  6.08

  	
   

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
   

  	
  6.09

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  2.05

  	
   

  
	
  318

  	
   

  	
  (a)

  	
   

  	
   

  	
  N.A.

  	
   

  



 


N.A. Means Not Applicable.


 


Note:  This Cross-Reference Table shall not, for any
purposes, be deemed to be part of this Indenture.


 





















 


INDENTURE dated as of July 27, 2005, between
Southern Peru Copper Corporation, a Delaware corporation (the “Company”) and The
Bank of New York, a New York banking corporation, as Trustee (the “Trustee”).


 


Each party
agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the Holders of the Company’s 7.500% Notes due 2035, to be
issued, from time to time, in one or more series as in this Indenture provided
(the “Initial Securities”) and, if and when issued pursuant to a registered or
private exchange for the Initial Securities, the Company’s 7.500% Notes due 2035
(the “Exchange Securities” and, together with the Initial Securities, the “Securities”):


 


ARTICLE I


 


Definition and Incorporation by Reference


 


SECTION 1.01.  Definitions.


 


“Affiliate” means, with respect to any
specified Person, any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified
Person. For purposes of this definition, “control”, when used with respect to
any specified Person, means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise.


 


“Attributable Value” means, as to any particular
lease under which the Company or any Subsidiary is at any time liable as lessee
and any date as of which the amount thereof is to be determined, the total net
obligations of the lessee for rental payments during the remaining term of the
lease (including any period for which such lease has been extended or may, at
the option of the lessor, be extended) discounted from the respective due dates
thereof to such date at a rate per annum equivalent to the interest rate
inherent in such lease (as determined in good faith by the Company in
accordance with generally accepted financial practice).


 


 “Board of Directors” means the Board of
Directors of the Company or any committee thereof duly authorized to act on
behalf of such Board of Directors.


 


“Board
Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification.


 


“Business Day”
means each day that is not a Legal Holiday.


 


“Capital Stock”
means, with respect to any Person, any shares or other equivalents (however
designated) of any class of corporate stock or partnership interests or any
other participations, rights, warrants, options or other interests in the
nature of an


 





















 


equity interest in such Person,
including preferred stock, but excluding any debt security convertible or
exchangeable into such equity interest.


 


“Change of Control”, at any date, means the failure
of Mr. German Larrea Mota-Velasco and his immediate family members,
including his spouse, parents, siblings, and lineal descendents, estates and
heirs, or any trust or other investment vehicle for the primary benefit of any
of the foregoing, to possess, directly or indirectly, whether through ownership
of Voting Stock, contract or otherwise, the power to elect or designate for
election the majority of the board of directors of the Company or to direct or
cause the direction of the management or policies of the Company.


 


“Change of Control Triggering Event” means the
occurrence of both a Change of Control and a Rating Decline.


 


“Code” means
the Internal Revenue Code of 1986, as amended.


 


“Commission” means the Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act
or, if at any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the
Independent Investment Banker that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Securities.


 


“Comparable
Treasury Price” means, with respect to any redemption date, (i) the
average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day, preceding that redemption date, as set forth in the daily
statistical release designated H.15(519) (or any successor release) published
by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m.
Quotations for US Government Securities” or (ii) if such release (or any
successor release) is not published or does not contain such prices on such
business day, the average of the Reference Treasury Dealer Quotations for that
redemption date.


 


“Company”
means the party named as such in this Indenture until a successor replaces it
pursuant to the applicable provisions hereof and, thereafter, means the
successor and, for purposes of any provision contained herein and required by
the TIA, each other obligor on the indenture securities.


 


“Consolidated Net Tangible Assets” means the total
of all assets appearing on a consolidated balance sheet of the Company and its
Subsidiaries, net of all applicable reserves and deductions, but excluding
goodwill, trade names, trademarks, patents, unamortized debt discount and all
other like intangible assets, less the aggregate of the current liabilities of
the Company and its Subsidiaries appearing on such balance sheet as determined
in accordance with U.S. GAAP.


 


2





















 


“Corporate Trust Office” means the principal office
of the Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereof is located at 101 Barclay Street,
Floor 21 West, New York, New York 10286, Attention:  Corporate Trust Administration – Global
Finance Americas, or such other address as the Trustee may designate from time
to time by notice to the Holders and the Company, or the principal corporate
trust office of any successor Trustee (or such other address as such successor
Trustee may designate from time to time by notice to the Holders and the
Company).


 


“Default” means any event which is, or after notice
or passage of time or both would be, an Event of Default.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Fitch” means Fitch Ratings, Ltd. or any successor
to the rating agency business thereof.


 


“Guarantee” means any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing any Indebtedness
of any other Person, direct or indirect, contingent or otherwise, or entered
into for the purpose of assuring in any other manner the obligee of such
Indebtedness of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); provided, however,
that the term “Guarantee” shall not include endorsements for collection or
deposit in the ordinary course of business. 
The term “Guarantee” used as a verb has a corresponding meaning. The
term “Guarantee” shall not apply to a guarantee of intercompany indebtedness
among the Company and the Subsidiaries or among the Subsidiaries.


 


“Holder” or “Securityholder”
means the Person in whose name a Security is registered on the Security
register described in Section 2.04.


 


“Indebtedness” means, with respect to any Person
(without duplication) (a) any obligation of such Person (1) for
borrowed money, under any reimbursement obligation relating to a letter of
credit (other than letters of credit payable to suppliers in the ordinary
course of business), under any reimbursement obligation relating to a financial
bond or under any reimbursement obligation relating to a similar instrument or
agreement, (2) for the payment of money relating to any obligations under
any capital lease of real or personal property, or (3) under any agreement
or instrument in respect of an interest rate or currency swap, exchange or
hedging transaction or other financial derivatives transaction (other than (i) any
such agreements or instruments directly related to Indebtedness otherwise
incurred in compliance with this Indenture and (ii) any such agreements as
are entered into in the ordinary course of business and are not for speculative
purposes or the obtaining of credit); and (b) any amendment, supplement,
modification, deferral, renewal, extension or refunding of any liability of the
types referred to in clause (a) above. For the purpose of determining any
particular amount of Indebtedness under this definition, Guarantees of (or
obligations with respect to letters of credit) Indebtedness otherwise included
in the determination of such amount shall not be included.


 


3





















 


“Indenture”
means this Indenture as amended or supplemented from time to time.


 


“Independent
Investment Banker” means one of the Reference Treasury Dealers appointed by the
Company to act as the “Independent Investment Banker”.


 


“Investment
Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent)
by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by
Fitch.


 


“Investment
Grade Status” shall be deemed to have been reached on the date that the Securities
have an Investment Grade Rating from at least two Rating Agencies.


 


“Issue Date” means July 27, 2005.


 


“Lien” means any mortgage, pledge, lien or security interest.


 


“Luxembourg
Paying Agent and Transfer Agent” means the party named as such in Section 2.04
of this Indenture until a successor replaces it and, thereafter, means the
successor.


 


“Moody’s” means Moody’s Investors Service, Inc. or any successor to the
rating agency business thereof.


 


“Officer”
means the Chief Executive Officer, the President, the Chief Financial Officer
or any Vice President of the Company.


 


“Officers’
Certificate” means a certificate signed by two Officers of the Company, at
least one of whom shall be the principal executive officer or principal
financial officer of the Company, and delivered to the Trustee.


 


“Opinion of
Counsel” means a written opinion from legal counsel who is acceptable to the
Trustee.  The counsel may be an employee
of or counsel to the Company or the Trustee.


 


“Permitted
Indebtedness” means:


 


(1)  the
incurrence by any Subsidiary of additional Indebtedness or Guarantees, which
when taken together with the aggregate principal amount (without  duplication) of all other Indebtedness and
Guarantees of the Subsidiaries then outstanding does not exceed the greater of
(x) US$450 million or (y) 10% of Consolidated Net Tangible Assets;


 


(2)  the
incurrence by Subsidiaries of Indebtedness outstanding on the date of this
Indenture;


 


(3)  the
incurrence by any Subsidiaries of Indebtedness issued in exchange


 


4





















 


for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of such Subsidiary that was otherwise permitted to be
incurred hereunder, so long as such Indebtedness is in an aggregate principal
amount not in excess of the sum of (i) the aggregate principal amount then
outstanding of the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded and (ii) an amount necessary to pay any fees and
expenses, including premiums and defeasance costs, related to such transaction;


 


(4)  the
incurrence by any Subsidiaries of intercompany Indebtedness between or among
the Company and/or any direct or indirect Subsidiaries of the Company;


 


(5)  the
incurrence by Subsidiaries of interest rate or currency swaps, exchange or
hedging transactions or other hedging or financial derivative transactions
designed to protect against fluctuations in energy cost, copper or other
commodity prices and entered into in the ordinary course of the financial
management of such Subsidiary and not for speculative purposes;


 


(6)  the
incurrence by any Subsidiary of Indebtedness in respect of workers’
compensation claims, payment obligations in connection with health or other
types of social security benefits, unemployment or other insurance or
self-insurance obligations, reclamation, statutory obligations, bankers’
acceptances, performance, surety or similar bonds and letters of credit or
completion or performance guarantees or equipment leases, or other similar
obligations, in each case in the ordinary course of business or consistent with
past practice;


 


(7)  the
incurrence by Subsidiaries of Indebtedness arising from the honoring by a bank
or other financial institution of a check, draft or similar instrument
inadvertently drawn against insufficient funds; provided, however,
that such Indebtedness is extinguished within five Business Days of its
incurrence; and


 


(8)  the
incurrence of Indebtedness arising from agreements by any Subsidiary providing
for indemnification, adjustment of purchase price, earn outs, or similar
obligations, in each case, incurred or assumed in connection with the
disposition or acquisition of any business, assets or a Subsidiary in accordance
with the terms of the Indenture, other than Guarantees of Indebtedness incurred
or assumed by any Person acquiring all or any portion of such business, assets
or Subsidiary for the purpose of financing such acquisition.


 


For purposes
of determining compliance with Section 4.05, in the event that an item of
proposed Indebtedness meets the criteria of more than one of the categories of
Permitted Indebtedness described in clauses (1) through (8) above as
of the date of incurrence thereof, or pursuant to any combination of the
foregoing as of the date of incurrence thereof, the Company may, in its sole
discretion, divide and classify (or later classify, reclassify or re-divide) in
whole or in part, in its sole discretion, such item


 


5





















 


of Indebtedness in any manner
that complies with Section 4.05 and this definition.  Accrual of interest or dividends, the
accretion of accreted value or liquidation preference and the payment of
interest or dividends in the form of additional Indebtedness will not be deemed
to be an incurrence of Indebtedness for purposes of Section 4.05.


 


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


 


“principal” of
any Indebtedness (including the Securities) means the principal amount of such Indebtedness
plus the premium, if any, on such Indebtedness.


 


“Rating
Agencies” means Moody’s, S&P and Fitch.


 


“Rating
Decline” means if on, or within 90 days after, the earlier of the date of
public notice of the occurrence of a Change of Control or of the intention of
the Company to effect a Change of Control (which period shall be extended so
long as the rating of the Securities is under publicly announced consideration
for possible downgrade by any of the Rating Agencies), the rating of the Securities
by at least one of the Rating Agencies shall be decreased by one or more
gradations (including gradations within categories as well as between rating
categories).


 


“Reference
Treasury Dealer” means each of Citigroup Global Markets Inc. and UBS Securities
LLC and their respective successors and one other nationally recognized
investment banking firm that is a Primary Treasury Dealer specified from time
to time by the Company; provided,
however, that if any of
the foregoing shall cease to be a primary US Government securities dealer in
New York City (a “Primary Treasury Dealer”), the Company shall substitute
therefor another nationally recognized investment banking firm that is a
Primary Treasury Dealer.


 


“Reference
Treasury Dealer Quotation” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Independent Investment Banker by such Reference Treasury
Dealer at 3:30 p.m., New York City time, on the third business day
preceding that redemption date.


 


“Remaining
Scheduled Payments” means, with respect to each Security to be redeemed, the
remaining scheduled payments of the principal thereof and interest thereon that
would be due after the related redemption date but for such redemption; provided, however, that, if that redemption
date is not an interest payment date with respect to such Securities, the
amount of the next succeeding scheduled interest payment thereon will be reduced
by the amount of interest accrued thereon to that redemption date.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


6





















 


“S&P”
means Standard & Poor’s Ratings Services or any successor to the
rating agency business thereof.


 


“Sale and
Leaseback Transaction” means any transaction or series of related transactions
pursuant to which the Company or any Subsidiary sells or transfers any property
to any Person with the intention of taking back a lease of such property
pursuant to which the rental payments are calculated to amortize the purchase
price of such property substantially over the useful life thereof and such
property is in fact so leased.


 


“Significant
Subsidiary” means a Subsidiary of the Company which would be a “significant
subsidiary” within the meaning of Rule 1-02 under Regulation S-X
promulgated by the Commission as in effect on the date of this Indenture,
assuming the Company is the registrant referred to in such definition.


 


“Specified
Property” means any mineral property (other than inventory or receivables),
concentrator, smelter, refinery or rod plant of the Company or any Subsidiary
and any Capital Stock or Indebtedness of any Subsidiary directly owning any
such property, concentrator, smelter, refinery or rod plant.  This term excludes any mineral property,
concentrator, smelter or refinery or rod plant of the Company or any Subsidiary
that in the good faith opinion of the Board of Directors is not materially
important to the total business conducted by the Company and its Subsidiaries,
taken as a whole.


 


“Stated
Maturity” means, with respect to
any security, the date specified in such security as the fixed date on which
the payment of principal of such security is due and payable (but excluding any
provision providing for the repurchase of such security at the option of the
holder thereof upon the happening of any contingency beyond the control of the
issuer unless such contingency has occurred).


 


“Subsidiary”
means any corporation or other business entity of which the Company owns or
controls (either directly or through one or more other Subsidiaries) more than
50% of the issued share capital or other ownership interests, in each case
having ordinary voting power to elect or appoint directors, managers or
trustees of such corporation or other business entity (whether or not capital
stock or other ownership interests or any other class or classes shall or might
have voting power upon the occurrence of any contingency).  For the avoidance of doubt, Southern Peru
Copper Corporation, Sucursal del Peru, shall not be considered a Subsidiary of
the Company.


 


 “TIA” means the Trust Indenture Act of 1939
(15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of
this Indenture; provided, however, that, in the event the TIA is
amended after such date, “Trust Indenture Act” means, to the extent required by
any such amendments, the Trust Indenture Act of 1939 as so amended.


 


“Treasury Rate”
means, with respect to any redemption date, the rate per annum equal to the
semi-annual equivalent yield to maturity (computed as of the third business day
immediately preceding that redemption date) of the Comparable Treasury


 


7





















 


Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for that redemption date.


 


“Trustee”
means the party named as such in this Indenture until a successor replaces it
and, thereafter, means the successor.


 


“Trust Officer”
means, when used with respect to the Trustee, any officer within the corporate
trust department of the Trustee, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other
officer of the Trustee who customarily performs functions similar to those
performed by the persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person’s
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.


 


“Uniform
Commercial Code” means the New York Uniform Commercial Code as in effect from
time to time.


 


“U.S. GAAP”
mean generally accepted accounting principles in the United States as in effect
from time to time, including those set forth in the opinions and pronouncements
of the Accounting Principles Board of the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession in the United
States.


 


“U.S.
Government Obligations” means direct obligations (or certificates representing
an ownership interest in such obligations) of the United States of America
(including any agency or instrumentality thereof) for the payment of which the
full faith and credit of the United States of America is pledged and which are
not callable or redeemable at the issuer’s option.


 


“Voting Stock”
means capital stock issued by a corporation, or equivalent interests in any
other Person, the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even if the right to vote has
been suspended by the happening of such a contingency.


 


8





















 


SECTION 1.02.  Other
Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  	
   

  
	
  “Bankruptcy Law”

  	
   

  	
  6.01

  	
   

  
	
  “Change of Control Offer”

  	
   

  	
  4.06

  	
   

  
	
  “Change of Control Payment Date”

  	
   

  	
  4.06

  	
   

  
	
  “Change of Control Purchase Price”

  	
   

  	
  4.06

  	
   

  
	
  “covenant defeasance option”

  	
   

  	
  8.01

  	
   

  
	
  “Custodian”

  	
   

  	
  6.01

  	
   

  
	
  “Event of Default”

  	
   

  	
  6.01

  	
   

  
	
  “Exchange Security”

  	
   

  	
  Appendix A

  	
   

  
	
  “Global Security”

  	
   

  	
  Appendix A

  	
   

  
	
  “legal defeasance option”

  	
   

  	
  8.01

  	
   

  
	
  “Legal Holiday”

  	
   

  	
  10.08

  	
   

  
	
  “OID”

  	
   

  	
  2.01

  	
   

  
	
  “Original Securities”

  	
   

  	
  2.01

  	
   

  
	
  “Paying Agent”

  	
   

  	
  2.04

  	
   

  
	
  “Registered Exchange Offer”

  	
   

  	
  Appendix A

  	
   

  
	
  “Registrar”

  	
   

  	
  2.04

  	
   

  
	
  “Shelf Registration Statement”

  	
   

  	
  Appendix A

  	
   

  
	
  “Surviving Person”

  	
   

  	
  5.01

  	
   

  



 


SECTION 1.03.  Incorporation
by Reference of Trust Indenture Act. 
This Indenture is subject to the mandatory provisions of the TIA, which
are incorporated by reference in and made a part of this Indenture.  The following TIA terms have the following
meanings:


 


“indenture
securities” means the Securities.


 


“indenture
security holder” means a Securityholder.


 


“indenture to
be qualified” means this Indenture.


 


“indenture
trustee” or “institutional trustee” means the Trustee.


 


“obligor” on
the indenture securities means the Company and any other obligor on the
indenture securities.


 


All other TIA
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by Commission rule have the
meanings assigned to them by such definitions.


 


SECTION 1.04.  Rules of
Construction.  Unless the context
otherwise requires:


 


(1)  a
term has the meaning assigned to it;


 


(2)  an
accounting term not otherwise defined has the meaning assigned to it in
accordance with U.S. GAAP;


 


9





















 


(3)  “or”
is not exclusive;


 


(4)  “including”
means including without limitation;


 


(5)  words
in the singular include the plural and words in the plural include the
singular; and


 


(6)  the
principal amount of any noninterest bearing or other discount security at any
date shall be the principal amount thereof that would be shown on a balance
sheet of the issuer dated such date prepared in accordance with U.S. GAAP.


 


ARTICLE II


 


The Securities


 


SECTION 2.01.  Amount of
Securities; Issuable in Series.  The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. 
All Securities shall be identical in all respects other than issue
prices and issuance dates.  The
Securities may be issued in one or more series; provided, however,
that any Securities issued with original issue discount (“OID”) for Federal
income tax purposes shall not be issued as part of the same series as any
Securities that are issued with a different amount of OID or are not issued
with OID.  All Securities of any one
series shall be substantially identical except as to denomination.


 


Subject to Section 2.03,
the Trustee shall authenticate Securities for original issue on the Issue Date
in the aggregate principal amount of $600,000,000 (the “Original Securities”).  With respect to any Securities issued after
the Issue Date (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, Original
Securities pursuant to Section 2.07, 2.08, 2.09 or 3.06 or
Appendix A), there shall be established in or pursuant to a resolution of
the Board of Directors, and subject to Section 2.03, set forth, or
determined in the manner provided in an Officers’ Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of such
Securities:


 


(1)  whether
such Securities shall be issued as part of a new or existing series of
Securities and the title of such Securities (which shall distinguish the
Securities of the series from Securities of any other series);


 


(2)  the
aggregate principal amount of such Securities that may be authenticated and delivered
under this Indenture;


 


(3)  the
issue price and issuance date of such Securities, including the date from which
interest on such Securities shall accrue;


 


(4)  if
applicable, that such Securities shall be issuable in whole or in part in the
form of one or more Global Securities and, in such case, the respective


 


10





















 


depositories
for such Global Securities, the form of any legend or legends that shall be
borne by any such Global Security in addition to or in lieu of that set forth
in Exhibit 1 to Appendix A and any circumstances in addition to or in
lieu of those set forth in Section 2.3 of Appendix A in which any
such Global Security may be exchanged in whole or in part for Securities
registered, and any transfer of such Global Security in whole or in part may be
registered, in the name or names of Persons other than the depository for such
Global Security or a nominee thereof;


 


(5)  if
applicable, that such Securities shall not be issued in the form of Initial
Securities subject to Appendix A, but shall be issued in the form of Exchange
Securities as set forth in Exhibit A; and


 


(6)  any CUSIP
or other identifying number.


 


If any of the
terms of any series are established by action taken pursuant to a resolution of
the Board of Directors, a copy of an appropriate record of such action shall be
certified by the Secretary or any Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers’
Certificate or the trust indenture supplemental hereto setting forth the terms
of the series.


 


SECTION 2.02.  Form and
Dating.  Provisions relating to the
Initial Securities of each series and the Exchange Securities are set forth in
Appendix A, which is hereby incorporated in and expressly made part of this
Indenture.  The Initial Securities of
each series and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit 1 to Appendix A which is hereby
incorporated in and expressly made a part of this Indenture.  The Exchange Securities and the Trustee’s
certificate of authentication shall be substantially in the form of Exhibit A,
which is hereby incorporated in and expressly made a part of this
Indenture.  The Securities of each series
may have notations, legends or endorsements required by law, stock exchange
rule, agreements to which the Company is subject, if any, or usage, provided
that any such notation, legend or endorsement is in a form reasonably
acceptable to the Company.  Each Security
shall be dated the date of its authentication. 
The terms of the Securities of each series set forth in Exhibit 1
to Appendix A and Exhibit A are part of the terms of this Indenture.


 


SECTION 2.03.  Execution
and Authentication.  Two Officers
shall sign the Securities for the Company by manual or facsimile signature.


 


If an Officer
whose signature is on a Security no longer holds that office at the time the
Trustee authenticates the Security, the Security shall be valid nevertheless.


 


At any time
and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a written order of the Company in the
form of an Officers’ Certificate for the authentication and delivery of such
Securities, and the


 


11





















 


Trustee in accordance with such
written order of the Company shall authenticate and deliver such Securities.


 


A Security
shall not be valid until an authorized signatory of the Trustee manually signs
the certificate of authentication on the Security.  The signature shall be conclusive evidence
that the Security has been authenticated under this Indenture.


 


The Trustee
may appoint an authenticating agent reasonably acceptable to the Company to
authenticate the Securities.  Unless
limited by the terms of such appointment, an authenticating agent may
authenticate Securities whenever the Trustee may do so.  Each reference in this Indenture to authentication
by the Trustee includes authentication by such agent.  An authenticating agent has the same rights
as any Registrar, Paying Agent or agent for service of notices and demands.


 


SECTION 2.04.  Registrar
and Paying Agent.  The Company shall
maintain an office or agency in the City of New York where Securities may be
presented for registration of transfer or for exchange (the “Registrar”) and an
office or agency where Securities may be presented for payment (the “Paying
Agent”).  The Registrar shall keep a
register of the Securities and of their transfer and exchange.  The Company may have one or more co-registrars
and one or more additional paying agents. 
The term “Paying Agent” includes any additional paying agent.


 


The Company
shall enter into an appropriate agency agreement with any Registrar, Paying
Agent or co-registrar not a party to this Indenture, which shall incorporate
the terms of the TIA applicable to paying agents.  The agreement shall implement the provisions
of this Indenture that relate to such agent. 
The Company shall promptly notify the Trustee of the name and address of
any such agent.  If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such, to the
extent that it is lawful to so act, and shall be entitled to appropriate
compensation therefor pursuant to Section 7.07.  The Company or any of its Subsidiaries may
act as Paying Agent, Registrar, co-registrar or transfer agent.


 


So long as the
Securities are listed on the Luxembourg Stock Exchange and the rules of
such Exchange so require, the Company will maintain a Luxembourg Paying Agent
and Transfer Agent to serve as Paying Agent and Registrar in Luxembourg.  If the Securities are listed on any other
securities exchange, the Company will satisfy any requirement at such
securities exchange as to paying agents. 
So long as the Securities are listed on the Luxembourg Stock Exchange,
any change in the Paying Agent or Registrar shall be notified to Holders of
Securities by publication of notices to the Holders of the Securities in
accordance with the provisions of Section 10.02 of this Indenture.


 


The Company
initially appoints the Trustee as Registrar and Paying Agent and The Bank of
New York (Luxembourg) S.A. as Luxembourg Paying Agent and Transfer Agent in
connection with the Securities.


 


SECTION 2.05.  Paying
Agent To Hold Money in Trust.  At
least one Business Day prior to each due date of the principal and interest on
any Security, the


 


12





















 


Company shall deposit with the
Paying Agent a sum sufficient to pay such principal and interest when so
becoming due.  The Company shall require
each Paying Agent (other than the Trustee) to agree in writing that the Paying
Agent shall hold in trust for the benefit of Securityholders or the Trustee all
money held by the Paying Agent for the payment of principal of or interest on
the Securities and shall notify the Trustee of any default by the Company in
making any such payment.  If the Company
or a Wholly Owned Subsidiary acts as Paying Agent, it shall segregate the money
held by it as Paying Agent and hold it as a separate trust fund.  The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee and to account for any funds
disbursed by the Paying Agent.  Upon
complying with this Section, the Paying Agent shall have no further liability
for the money delivered to the Trustee.


 


SECTION 2.06.  Securityholder
Lists.  The Trustee shall preserve in
as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Securityholders.  If the Trustee is not the Registrar, the
Company shall furnish to the Trustee, in writing at least five Business Days
before each interest payment date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Securityholders.


 


SECTION 2.07.  Replacement
Securities.  If a mutilated Security
is surrendered to the Registrar or if the Holder of a Security claims that such
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and, upon the Company’s request, the Trustee shall authenticate a replacement
Security of like tenor (including the same date of issuance) and equal
principal amount, registered in the same manner, and bearing interest from the
date to which interest has been paid on such Security, if the requirements of Section 8-405
of the Uniform Commercial Code are met and the Holder satisfies any other
reasonable requirements of the Trustee. 
If required by the Trustee or the Company, such Holder shall furnish an
indemnity bond sufficient in the judgment of the Company and the Trustee to
protect the Company, the Trustee, the Paying Agent, the Registrar and any co-registrar
and the Luxembourg Paying Agent and Transfer Agent from any loss which any of
them may suffer if a Security is replaced. 
In every case of destruction, loss or theft of a Security, the applicant
for a substitute Security shall also furnish to the Company and the Trustee
satisfactory evidence of the destruction, loss or theft of such Security and of
the ownership thereof.  The Company and
the Trustee may charge the Holder a sum sufficient to cover any tax or other
governmental charge that may be imposed and any other fees and expenses
(including the fees and expenses of the Trustee) in replacing the Security.


 


Every
replacement Security is an additional obligation of the Company.


 


SECTION 2.08.  Outstanding
Securities.  Securities outstanding
at any time are all Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation and those described in
this Section as not outstanding.  A
Security does not cease to be outstanding because the Company or an Affiliate
of the Company holds the Security.


 


13





















 


If a Security
is replaced pursuant to Section 2.07, it ceases to be outstanding unless
the Trustee and the Company receive proof satisfactory to them that the
replaced Security is held by a bona fide purchaser.


 


If the Paying
Agent segregates and holds in trust, in accordance with this Indenture, on a
redemption date or maturity date money sufficient to pay all principal and
interest payable on that date with respect to the Securities (or portions
thereof) to be redeemed or maturing, as the case may be, then on and after that
date such Securities (or portions thereof) cease to be outstanding and interest
on them ceases to accrue.


 


SECTION 2.09.  Temporary
Securities.  Until definitive
Securities are ready for delivery, the Company may prepare and the Trustee
shall authenticate temporary Securities. 
Temporary Securities shall be substantially in the form of definitive
Securities but may have variations that the Company considers appropriate for
temporary Securities.  Without
unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities and deliver them in exchange for temporary
Securities.


 


SECTION 2.10.  Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. 
The Registrar, the Paying Agent and the Luxembourg Paying Agent and
Transfer Agent shall forward to the Trustee any Securities surrendered to them
for registration of transfer, exchange or payment.  The Trustee and no one else shall cancel and dispose
of (subject to the record retention requirements of the Exchange Act) all
Securities surrendered for registration of transfer, exchange, payment or cancellation
in accordance with its current practice unless the Company directs the Trustee
to deliver cancelled Securities to the Company. 
The Company may not issue new Securities to replace Securities it has
redeemed, paid or delivered to the Trustee for cancellation.


 


SECTION 2.11.  Defaulted
Interest.  If the Company defaults in
a payment of interest on the Securities, the Company shall pay the defaulted
interest (plus interest on such defaulted interest to the extent lawful) in any
lawful manner.  The Company may pay the
defaulted interest (i) to the persons who are Securityholders on a
subsequent special record date or (ii) to persons who are Securityholders
in any other lawful manner not inconsistent with the rules of any
applicable securities exchange if deemed practicable by the Trustee.  The Company shall fix or cause to be fixed
any such special record date (which special record date shall not be more than
15 nor less than 10 days prior to the payment date) and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail to each
Securityholder a notice that states the special record date, the payment date
and the amount of defaulted interest to be paid.


 


SECTION 2.12.  CUSIP
Numbers.  The Company in issuing the
Securities may use “CUSIP” numbers (if then generally in use) and, if so, the
Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to
Holders; provided, however, that neither the Company nor the
Trustee shall have any responsibility for any defect in the “CUSIP” number that
appears on any Security, check, advice of payment or redemption notice, and any
such notice may state that no representation is made as to the


 


14





















 


correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.


 


SECTION 2.13.  Delisting.  The European Commission has adopted a
Directive of the European Parliament and of the Council (2003/0045 (COD), the “Transparency
Directive”) on the harmonization of transparency requirements relating to
financial information of issuers whose securities are admitted to trading on a
regulated market in the European Union, such as the Luxembourg Stock
Exchange.  If the Securities are listed
on the Luxembourg Stock Exchange and the Transparency Directive is adopted in a
form that would require the Company to publish its financial statements either
more regularly than the Company would otherwise be required to or according to
accounting principles that are materially different from the accounting
principles the Company would otherwise use to prepare its published financial
information or that would otherwise impose requirements on it that it in good
faith determines are unduly burdensome, it may de-list the Securities from the
Luxembourg Stock Exchange in accordance with the rules of such exchange.  The Company shall use its commercially
reasonable efforts to obtain an alternative admission to listing, trading
and/or quotation for the Securities on a different section of the
Luxembourg Stock Exchange or by another listing authority, stock exchange
and/or quotation system inside or outside the European Union, as it may
decide.  If such an alternative admission
is not available to the Company or is, in the Company’s reasonable opinion,
unduly burdensome, the Company may, in its sole discretion, decide not to
obtain an alternative admission to listing the Securities.  Notice of any de-listing and/or alternative
admission will be given in accordance with Section 10.02.


 


ARTICLE III


 


Redemption


 


SECTION 3.01.  Notices to
Trustee.  If the Company elects to
redeem Securities pursuant to paragraph 5 of the Securities, it shall
notify the Trustee in writing of the redemption date, the principal amount of
Securities to be redeemed and that such redemption is being made pursuant to
paragraph 5 of the Securities.


 


The Company
shall give each notice to the Trustee provided for in this Section at
least 45 days before the redemption date unless the Trustee consents to a
shorter period.  Such notice shall be
accompanied by an Officers’ Certificate and an Opinion of Counsel from the
Company to the effect that such redemption will comply with the conditions
herein.


 


SECTION 3.02.  Selection
of Securities To Be Redeemed.  If
fewer than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by a method that complies with
applicable legal and securities exchange requirements, if any, and that the
Trustee considers fair and


 


15





















 


appropriate and in accordance
with methods generally used at the time of selection by fiduciaries in similar
circumstances.  The Trustee shall make
the selection from outstanding Securities not previously called for redemption.  The Trustee may select for redemption
portions of the principal of Securities that have denominations larger than $100,000.  Securities and portions of them the Trustee
selects shall be in amounts of $100,000 or integral multiples of $1,000 in
excess thereof.  Provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption.  The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed.


 


SECTION 3.03.  Notice of
Redemption.  At least 30 days but
not more than 60 days before a date for redemption of Securities, the
Company shall mail a notice of redemption by first-class mail to each Holder of
Securities to be redeemed.


 


The notice
shall identify the Securities to be redeemed and shall state:


 


(1)  the
redemption date;


 


(2)  the
redemption price or the information specified in paragraph 7 of the Securities;


 


(3)  the
name and address of the Paying Agent;


 


(4)  that
Securities called for redemption must be surrendered to the Paying Agent to
collect the redemption price;


 


(5)  if
fewer than all the outstanding Securities are to be redeemed, the
identification and principal amounts of the particular Securities to be
redeemed;


 


(6)  that,
unless the Company defaults in making such redemption payment, interest on
Securities (or portion thereof) called for redemption ceases to accrue on and
after the redemption date; and


 


(7)  that
no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Securities.


 


At the Company’s
request, the Trustee shall give the notice of redemption in the Company’s name
and at the Company’s expense.  In such
event, the Company shall provide the Trustee with the information required by
this Section at least 45 days, but not earlier than 60 days, before
the redemption date.


 


The Company
shall publish such notices in a leading newspaper of general circulation in
Luxembourg, which is expected to be the Luxemburger Wort,
for so long as the notes are listed on the Luxembourg Stock Exchange and the rules of
the Luxembourg Stock Exchange so require.


 


SECTION 3.04.  Effect of
Notice of Redemption.  Once notice of
redemption is mailed, subject to the satisfaction or waiver by the Company of
any


 


16





















 


conditions precedent to such
redemption set forth in the notice, Securities called for redemption become due
and payable on the redemption date and at the redemption price stated in the
notice.  Upon surrender to the Paying
Agent, such Securities shall be paid at the redemption price stated in the
notice, plus accrued interest to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
related interest payment date that is on or prior to the date of
redemption).  Failure to give notice or
any defect in the notice to any Holder shall not affect the validity of the
notice to any other Holder.


 


SECTION 3.05.  Deposit of
Redemption Price.  Prior to the
redemption date, the Company shall deposit with the Paying Agent (or, if the
Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust)
money sufficient to pay the redemption price of and accrued interest (subject
to the right of Holders of record on the relevant record date to receive
interest due on the related interest payment date that is on or prior to the
date of redemption) on all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption that have been
delivered by the Company to the Trustee for cancellation.


 


SECTION 3.06.  Securities
Redeemed in Part.  Upon surrender of
a Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company’s expense) a new Security or
Securities, of authorized denominations, in principal amount equal to the
unredeemed portion of the Security surrendered.


 


ARTICLE IV


 


Covenants


 


SECTION 4.01.  Termination
of Specified Covenants.  If the
Company shall have attained Investment Grade Status, and notwithstanding that
the Company may later cease to have an Investment Grade Rating from any of the
Rating Agencies, the Company and its Subsidiaries will be released from their
obligations to comply with the restrictive covenants set forth in this Article IV,
except for the covenants set forth in Sections 4.02, 4.03, 4.04, 4.07,
4.08 and 4.09.


 


SECTION 4.02.  Payment of
Securities.  The Company shall
promptly pay the principal of and interest on the Securities on the dates and
in the manner provided in the Securities and in this Indenture.  Principal and interest shall be considered
paid on the date due if on such date the Trustee or the Paying Agent holds in
accordance with this Indenture money sufficient to pay all principal and
interest then due.


 


The Company
shall pay interest on overdue principal at the rate specified therefor in the
Securities, and it shall pay interest on overdue installments of interest at
the rate borne by the Securities to the extent lawful.


 


SECTION 4.03.  Limitation on Liens. (a)    The Company will not, nor will it permit any Subsidiary to, issue,
assume or suffer to exist any Indebtedness or


 


17





















 


Guarantee, if such Indebtedness or Guarantee is secured
by a Lien upon any Specified Property, unless, concurrently with the issuance
or assumption of such Indebtedness or Guarantee or the creation of such Lien,
the Securities shall be secured equally and ratably with (or prior to) such
Indebtedness or Guarantee; provided, however, that the foregoing restriction shall not apply to:


 


(1)  any Lien on (A) any Specified
Property acquired, constructed, developed, extended or improved by the Company
or any Subsidiary (singly or together with other Persons) after the date of the
Indenture or any property reasonably incidental to the use or operation of such
Specified Property (including any real property on which such Specified
Property is located), or (B) any shares or other ownership interest in, or
any Indebtedness of, any Person which holds, owns or is entitled to such
property, products, revenue or profits, in each of cases (A) and (B), to
the extent such Lien is created, incurred or assumed (x) during the period such
Specified Property was being constructed, developed, extended or improved, or
(y) contemporaneously with, or within 360 days after, such acquisition or the
completion of such construction, development, extension or improvement in order
to secure or provide for the payment of all or any part of the purchase price
or other consideration of such Specified Property or the other costs of such
acquisition, construction, development, extension or improvement (including
costs such as escalation, interest during construction and financing and
refinancing costs);


 


(2)  any Lien on any Specified Property
existing at the time of acquisition thereof and which (a) is not created
as a result of or in connection with or in anticipation of such acquisition and
(b) does not attach to any other Specified Property other than the
Specified Property so acquired;


 


(3)  any Lien on any Specified Property
acquired from a Person which is merged with or into the Company or any
Subsidiary or any Lien existing on Specified Property of any Person at the time
such Person becomes a Subsidiary, in either such case which (a) is not
created as a result of or in connection with or in anticipation of any such
transaction and (b) does not attach to any other Specified Property other
than the Specified Property so acquired;


 


(4)  any Lien which secures Indebtedness
or a Guarantee owing by a Subsidiary to the Company or any other Subsidiary;


 


(5)  any Lien existing on the date of
the Indenture; or


 


(6)  any extension, renewal or
replacement (or successive extensions, renewals or replacements) in whole or in
part, of any Lien referred to in the foregoing clauses (1) through (5) inclusive;
provided that the principal amount of Indebtedness or Guarantee secured thereby
shall not exceed the principal amount of Indebtedness or Guarantee so secured
at the time of such extension, renewal or replacement, plus an amount necessary
to pay any fees and expenses, including premiums and defeasance costs related
to such transaction, and that such


 


18





















 


extension, renewal or replacement shall be limited
to all or a part of the property which secured the Lien so extended, renewed or
replaced (plus improvements on such property).


 


(b)  Notwithstanding
Section 4.03(a), the Company or any Subsidiary may issue or assume
Indebtedness or a Guarantee secured by a Lien which would otherwise be
prohibited under Section 4.03(a) or enter into Sale and Leaseback
Transactions that would otherwise be prohibited by Section 4.04, provided
that the amount of such Indebtedness or Guarantee or the Attributable Value of
such Sale and Leaseback Transaction, as the case may be, together with the
aggregate amount (without duplication) of (x) Indebtedness or Guarantees
outstanding at such time, that was previously incurred pursuant to this Section 4.03(b) by
the Company and its Subsidiaries, plus (y) the Attributable Value of all such
Sale and Leaseback Transactions of the Company and its Subsidiaries outstanding
at such time that were previously incurred pursuant to this Section 4.03(b) shall
not exceed 20% of Consolidated Net Tangible Assets at the time any such
Indebtedness or Guarantee is issued or assumed by the Company or any Subsidiary
or at the time any such Sale and Leaseback Transaction is entered into.


 


(c)  For
the avoidance of doubt, the sale or other transfer of (i) any minerals in
place for a period of time until, or in an amount such that the purchaser will
realize therefrom a specified amount of money (however determined) or a
specified amount of such minerals or (ii) any other interest in property
of the character commonly referred to as a “production payment”, shall not
constitute the incurrence of Indebtedness or a Guarantee secured by a Lien.


 


SECTION 4.04.  Limitation
on Sale and Leaseback Transactions. 
For so long as any of the Securities are outstanding, neither the
Company nor any Subsidiary may enter into any Sale and Leaseback Transaction
with respect to any Specified Property, unless either (x) the Company or
such Subsidiary would be entitled pursuant to Section 4.03 to issue or
assume Indebtedness or a Guarantee (in an amount equal to the Attributable
Value with respect to such Sale and Leaseback Transactions) secured by a Lien
on such Specified Property without equally and ratably securing the Securities,
(y) the Company or such Subsidiary shall apply or cause to be applied, in
the case of a sale or transfer for cash, an amount equal to 85% of the net
proceeds thereof and, in the case of a sale or transfer otherwise than for
cash, an amount equal to the fair market value (as determined in good faith by
the Board of Directors) of the Specified Property so leased, (A) to the
retirement, within 360 days after the effective date of such Sale and Leaseback
Transaction, of (i) Indebtedness of the Company ranking at least on a
parity with the Securities or (ii) Indebtedness of any Subsidiary of the
Company, in each case owing to a Person other than the Company or any Affiliate
of the Company, or (B) to the acquisition, purchase, construction,
development, extension or improvement of any property or assets of the Company
or any Subsidiary used or to be used by or for the benefit of the Company or
any Subsidiary in the ordinary course of business or (z) the Company or
such Subsidiary equally and ratably secures the Securities.  None of the restrictions set forth in this Section 4.04
shall apply to any transactions providing for a lease for a term of not more
than three years.


 


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SECTION 4.05.  Limitation on Subsidiary
Indebtedness.  (a)    The Company shall not permit any Subsidiary to, incur, directly or
indirectly, any Indebtedness or Guarantees (other than Permitted Indebtedness).


 


(b)  The
maximum amount of Indebtedness that Subsidiaries may incur pursuant to this Section 4.05
shall not be deemed to be exceeded, with respect to any outstanding
Indebtedness, due solely to fluctuations in the exchange rates of currencies.


 


SECTION 4.06.  Change of Control Triggering Event.  (a)  Upon the occurrence of a Change of
Control Triggering Event, each Holder of Securities shall have the right to
require the Company to repurchase all or any part of such Holder’s Securities
pursuant to the offer described below (the “Change of Control Offer”) at a
purchase price (the “Change of Control Purchase Price”) equal to 101.0% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the
purchase date (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date).


 


(b)  Within
30 days following any Change of Control Triggering Event, the Company
shall (i) cause a notice of the Change of Control Offer to be sent at
least once to the Dow Jones News Service or similar business news service in
the United States and (ii) send, by first-class mail, with a copy to the
Trustee, to each Holder of Securities, at such Holder’s address appearing in
the Security Register, a notice stating: 
(A) that a Change of Control Triggering Event has occurred and a
Change of Control Offer is being made pursuant to this Section 4.06 and
that all Securities timely tendered will be accepted for payment; (B) the
Change of Control Purchase Price and the purchase date, which shall be, subject
to any contrary requirements of applicable law, a Business Day no earlier than
30 days nor later than 60 days from the date such notice is mailed
(the “Change of Control Payment Date”); (C) that any Security (or portion
thereof) accepted for payment (and duly paid on the Change of Control Payment
Date) pursuant to the Change of Control Offer shall cease to accrue interest
after the Change of Control Payment Date; (D) the circumstances and
relevant facts regarding the Change of Control Triggering Event; and (E) the
procedures that Holders of Securities must follow in order to tender their
Securities (or portions thereof) for payment and the procedures that Holders of
Securities must follow in order to withdraw an election to tender Securities
(or portions thereof) for payment.


 


The Company
shall publish such notices in a leading newspaper of general circulation in
Luxembourg, which is expected to be the Luxemburger Wort,
for so long as the notes are listed on the Luxembourg Stock Exchange and the rules of
the Luxembourg Stock Exchange so require.


 


(c)  Holders
electing to have a Security purchased shall be required to surrender the
Security, with an appropriate form duly completed, to the Company or its agent
at the address specified in the notice at least three Business Days prior to
the Change of Control Payment Date. 
Holders shall be entitled to withdraw their election if the Trustee or
the Company receives not later than one Business Day prior to the Change of
Control Payment Date, a telegram, facsimile transmission or letter setting
forth the


 


20





















 


name of the Holder, the
principal amount of the Security that was delivered for purchase by the Holder
and a statement that such Holder is withdrawing its election to have such
Security purchased.


 


(d)  On
or prior to the Change of Control Payment Date, the Company shall irrevocably
deposit with the Trustee or with the Paying Agent (or, if the Company or any of
its Wholly Owned Subsidiaries is acting as the Paying Agent, segregate and hold
in trust) in cash an amount equal to the Change of Control Purchase Price
payable to the Holders entitled thereto, to be held for payment in accordance
with the provisions of this Section 4.06. 
On the Change of Control Payment Date, the Company shall deliver to the
Trustee the Securities or portions thereof that have been properly tendered to
and are to be accepted by the Company for payment.  The Trustee or the Paying Agent shall, on the
Change of Control Payment Date, mail or deliver payment to each tendering
Holder of the Change of Control Purchase Price. 
In the event that the aggregate Change of Control Purchase Price is less
than the amount delivered by the Company to the Trustee or the Paying Agent,
the Trustee or the Paying Agent, as the case may be, shall deliver the excess
to the Company immediately after the Change of Control Payment Date.


 


(e)  The
Company will not be required to make a Change of Control Offer following a
Change of Control Triggering Event if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the requirements
set forth in this Indenture applicable to a Change of Control Offer made by the
Company and purchases all Securities validly tendered and not withdrawn under
such Change of Control Offer.


 


(f)  The
Company will comply, to the extent applicable, with the requirements of Section 14(e) of
the Exchange Act and any other securities laws or regulations in connection
with the purchase of Securities pursuant to this Section 4.06.  To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section 4.06,
the Company will comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under this Section 4.06 by
virtue thereof.


 


SECTION 4.07.  SEC Reports.  (a)  The Company shall provide the
Trustee with the following:


 


(i)  within 30 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if the Company is not required to file information, documents
or reports pursuant to either of such sections, then to file with the Trustee
and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Exchange Act, in respect of a security listed and registered on a


 


21





















 


national securities exchange as may be prescribed from time to time in
such rules and regulations; and


 


(ii)  in accordance with the rules and
regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants provided for in the Indenture, as may be
required from time to time by such rules and regulations.


 


The Trustee
shall upon request forward to each registered Securityholder the reports
received by the Trustee under this Section 4.07.


 


(b)  Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers’ Certificates).


 


(c)  Any
document referred to in this Section 4.07 that is filed with the
Commission via the Commission’s Electronic Data Gathering, Analysis and
Retrieval System (EDGAR) and publicly available without charge shall be deemed to
have been provided to the Trustee at the time of such filing.


 


SECTION 4.08.  Rule 144A Information.  The Company shall take all action necessary
to provide information to permit resales of the Securities pursuant to Rule 144A
under the Securities Act, including furnishing to any Holder of a Security or
beneficial interest in a Global Security, or to any prospective purchaser
designated by such Holder, upon request of such Holder, financial and other
information required to be delivered under Rule 144A(d)(4) (as
amended from time to time and including any successor provision) unless, at the
time of such request, the Company is subject to the reporting requirements of Section 13
or Section 15(d) of the Exchange Act or is exempt from such
requirements pursuant to Rule 12g3-2(b) under the Exchange Act (as
amended from time to time and including any successor provision).


 


SECTION 4.09.  Further Instruments and Acts.  Upon request of the Trustee, the Company
shall execute and deliver such further instruments and do such further acts as
may be reasonably necessary or proper to carry out the purpose of this
Indenture.


 


SECTION 4.10.  Statement as to Compliance.  As promptly as practicable after each May 15 beginning
with May 15, 2006, and in any event prior to July 15 in each
year, the Company will deliver to the Trustee a certificate, from its principal
executive officer, principal financial officer or principal accounting officer,
stating whether or not to the best knowledge of the signer thereof the Company
is in compliance (without regard to periods of grace or notice requirements)
with all conditions and covenants under this


 


22





















 


Indenture, and if the Company
shall not be in compliance, specifying such non-compliance and the nature and
status thereof of which such signer may have knowledge.


 


SECTION 4.11.  Corporate Existence.  Subject to Article V hereof, the Company
shall do or cause to be done all things necessary to preserve and keep in full
force and effect:


 


(a)  its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Subsidiary and


 


(b)  the
rights (charter and statutory), licenses and franchises of the Company and its
Subsidiaries; provided, however, that the Company shall not be
required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any of its Subsidiaries, if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Subsidiaries, taken as a
whole, and that the loss thereof is not adverse in any material respect to the
Holders of the Securities.


 


ARTICLE V


 


Successor Company


 


SECTION 5.01.  When Company May Merge
or Transfer Assets.  (a)  For so long as any Securities are outstanding, the Company may not
consolidate with or merge into any other corporation or convey or transfer its
properties and assets substantially as an entirety to any Person, unless:


 


(i)  the successor Person (the “Surviving
Person”) shall be a corporation organized and existing under the laws of the
United States (or any State thereof or the District of Columbia) and shall
expressly assume, by a supplemental indenture, the due and punctual payment of
the principal of and interest on all the outstanding Securities and the
performance of every covenant in this Indenture on the part of the Company to
be performed or observed;


 


(ii)  immediately after giving effect to
such transaction, no Default or Event of Default shall have happened and be
continuing; and


 


(iii) 
the Company shall have delivered to the Trustee an Officers’ Certificate and
Opinion of Counsel stating that such consolidation, merger, conveyance or
transfer and such supplemental indenture comply with this Section 5.01
relating to such transaction.


 


(b)  In
case of any consolidation, merger conveyance or transfer (other than a lease)
that complies with Section 5.01(a), the Surviving Person will succeed to
and


 


23





















 


be substituted for the Company
as obligor on the Securities, with the same effect as if it had been named in
this Indenture as such obligor.


 


(c)  For
purposes of Section 5.01(a), the conveyance or transfer of all the
property of one or more Subsidiaries of the Company which property, if held by
the Company instead of such Subsidiaries, would constitute all or substantially
all the property of the Company on a consolidated basis, shall be deemed to be
the transfer of all or substantially all the property of the Company.


 


ARTICLE VI


 


Defaults and Remedies


 


SECTION 6.01.  Events of Default.  The following events shall be “Events of
Default”:


 


(1)  the Company defaults in any payment of interest on any
Security when the same becomes due and payable, and such default continues for
a period of 30 days;


 


(2)  the Company defaults in the payment of the principal of any
Security when the same becomes due and payable at its Stated Maturity, upon
acceleration, redemption, optional redemption, required repurchase or otherwise;


 


(3)  the Company fails to comply with any covenant or agreement in
the Securities or in this Indenture (other than a failure that is the subject
of the foregoing clause (1) or (2)) and such failure continues for 60
days after written notice is given to the Company as specified below;


 


(4)  the Company or any of its Significant Subsidiaries shall fail
to pay when due (whether at maturity, upon redemption or acceleration or
otherwise) the principal of any Indebtedness in excess, individually or in the
aggregate of US$50.0 million (or the equivalent thereof in other currencies),
if such failure shall continue for more than the period of grace, if any,
applicable thereto and the period for payment has not been expressly extended;


 


(5)  a decree or order by a court having jurisdiction shall have
been entered adjudging the Company or any of its Significant Subsidiaries as
bankrupt or insolvent under any Bankruptcy Law or otherwise, or approving as
properly filed a petition seeking reorganization or quiebra of or by the
Company or any of its Significant Subsidiaries and such decree or order shall
have continued undischarged or unstayed for a period of 120 days; or a decree
or order of a court having jurisdiction for the appointment of a receiver or
liquidator or conciliador or for the liquidation or dissolution of the
Company or any of its Significant Subsidiaries, shall have been entered, and
such decree or order shall have continued undischarged and unstayed for a
period of 120 days; provided, however, that any Significant
Subsidiary may be liquidated or dissolved if,


 


24





















 


pursuant to
such liquidation or dissolution, all or substantially all of its assets are
transferred to the Company or another Significant Subsidiary of the Company; or


 


(6)  the Company or any of its Significant Subsidiaries shall
institute any proceeding to be adjudicated as voluntary bankrupt, or shall
consent to the filing of a bankruptcy proceeding against it, or shall file a
petition or answer or consent seeking reorganization or quiebra under
any Bankruptcy Law or otherwise, or shall consent to the filing of any such
petition, or shall consent to the appointment of a Custodian or conciliador
or trustee or assignee in bankruptcy or insolvency of it or its property.


 


The foregoing
will constitute Events of Default whatever the reason for any such Event of
Default and whether it is voluntary or involuntary or is effected by operation
of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.


 


The term “Bankruptcy
Law” means Title 11, United States Code, or any similar U.S. Federal
or state law or law of Peru or Mexico for the relief of debtors.  The term “Custodian” means any receiver,
trustee, assignee, liquidator, custodian or similar official under any Bankruptcy
Law.


 


A Default
under clause (3) is not an Event of Default until the Trustee or the
Holders of at least 25% in aggregate principal amount of the Securities then
outstanding notify the Company (and in the case of such notice by Holders, the
Company and the Trustee) of the Default and the Company does not cure such
Default within the time specified after receipt of such notice.  Such notice must specify the Default, demand
that it be remedied and state that such notice is a “Notice of Default”.


 


SECTION 6.02.  Acceleration.  If an Event of Default (other than an Event of
Default specified in Section 6.01(5) or (6) with respect to the
Company) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in aggregate principal amount of the Securities then
outstanding by written notice to the Company and the Trustee, may declare the
principal of and accrued and unpaid interest on all the Securities to be due
and payable.  Upon such a declaration,
such principal and interest shall be due and payable immediately.  If an Event of Default specified in Section 6.01(5) or
(6) with respect to the Company occurs, the maturity of all outstanding
Securities shall automatically be accelerated and the principal of and accrued
and unpaid interest on all the Securities shall, automatically and without any
action by the Trustee or any Holder, become and be immediately due and
payable.  The right of the Holders to
give such acceleration notice shall terminate if the event giving rise to such right
shall have been cured before such right is exercised. The Trustee or the Holders
of a majority in aggregate principal amount of the outstanding Securities by written
notice to the Company may annul and rescind any declaration of acceleration if all
amounts then due with respect to the Securities are paid (other than amounts
due solely because of such declaration) and all other defaults with respect to
the Securities are cured.  No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.


 


25





















 


SECTION 6.03.  Other Remedies.  If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.


 


The Trustee
may maintain a proceeding even if it does not possess any of the Securities or
does not produce any of them in the proceeding. 
A delay or omission by the Trustee or any Securityholder in exercising
any right or remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of or acquiescence in the Event of
Default.  No remedy is exclusive of any
other remedy.  All available remedies are
cumulative.


 


SECTION 6.04.  Waiver of Past Defaults.  The Holders of a majority in aggregate
principal amount of the Securities then outstanding by notice to the Trustee
may waive an existing Default and its consequences except (i) a Default in
the payment of the principal of or interest on a Security or (ii) a
Default in respect of a provision that under Section 9.02 cannot be
amended without the consent of each Securityholder affected.  When a Default is waived, it is deemed cured,
but no such waiver shall extend to any subsequent or other Default or impair
any consequent right.


 


SECTION 6.05.  Control by Majority.  The Holders of a majority in aggregate
principal amount of the Securities then outstanding may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee with respect to
the Securities.  However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial
to the rights of other Securityholders or would involve the Trustee in personal
liability; provided, however, that the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such
direction.  Prior to taking any action
hereunder, the Trustee shall be entitled to reasonable indemnification against
all losses and expenses caused by taking or not taking such action.


 


SECTION 6.06.  Limitation on Suits.  A Securityholder shall not have any right to
institute any proceeding with respect to this Indenture or the Securities or
for any remedy hereunder or thereunder unless:


 


(1)  such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default;


 


(2)  the Holders of at least 25% in aggregate principal amount of
the Securities then outstanding shall have made a written request, and such
Holder of or Holders shall have offered reasonable indemnity, to the Trustee to
pursue such proceeding in respect of such Event of Default as trustee; and


 


(3)  the Trustee has failed to institute such proceeding and has
not received from the Holders of at least a majority in aggregate
principal amount of the Securities outstanding a direction inconsistent with
such request, within 60 days


 


26





















 


after such
notice, request and offer.


 


The foregoing
limitations on the pursuit of remedies by a Securityholder shall not apply to a
suit individually instituted by a Holder of Securities for the enforcement of
payment of the principal of, or interest on, such Security on or after the
applicable due date specified in such Security. A Securityholder may not use
this Indenture to prejudice the rights of another Securityholder or to obtain a
preference or priority over another Securityholder.


 


SECTION 6.07.  Rights of Holders To Receive Payment.  Notwithstanding any other provision of this
Indenture, the right of any Holder to receive payment of principal of and
interest on the Securities held by such Holder, on or after the respective due
dates expressed in the Securities, or to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.


 


SECTION 6.08.  Collection Suit by Trustee.  If an Event of Default specified in Section 6.01(1) or
(2) occurs and is continuing, the Trustee may recover judgment in its own
name and as trustee of an express trust against the Company for the whole
amount then due and owing (together with interest on any unpaid interest to the
extent lawful) and the amounts provided for in Section 7.07.


 


SECTION 6.09.  Trustee May File Proofs of Claim.  The Trustee may file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee and the Securityholders allowed in any judicial
proceedings relative to the Company, its creditors or its property and, unless
prohibited by law or applicable regulations, may vote on behalf of the Holders
in any election of a trustee in bankruptcy or other Person performing similar
functions, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 7.07.


 


SECTION 6.10.  Priorities.  If the Trustee collects any money or property
pursuant to this Article 6, it shall pay out the money or property in the
following order:


 


FIRST:  to the Trustee for amounts due under Section 7.07;


 


SECOND: to
Securityholders for amounts due and unpaid on the Securities for principal and
interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Securities for principal and interest,
respectively; and


 


THIRD:  to the Company.


 


The Trustee
may fix a record date and payment date for any payment to Securityholders
pursuant to this Section.  At least
15 days before such record date, the


 


27





















 


Company shall mail to each
Securityholder and the Trustee a notice that states the record date, the
payment date and amount to be paid.


 


SECTION 6.11.  Undertaking for Costs.  In any suit for the enforcement of any right
or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee, a court in its discretion may require
the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made
by the party litigant.  This Section does
not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07
or a suit by Holders of more than 10% in aggregate principal amount of the
Securities.


 


SECTION 6.12.  Waiver of Stay or Extension Laws.  The Company (to the extent it may lawfully do
so) shall not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, that may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any
such law, and shall not hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the execution of
every such power as though no such law had been enacted.


 


ARTICLE VII


 


Trustee


 


SECTION 7.01.  Duties of Trustee.  (a)  If an Event of Default has occurred
and is continuing, the Trustee shall exercise the rights and powers vested in
it by this Indenture and use the same degree of care and skill in their
exercise as a prudent Person would exercise or use under the circumstances in
the conduct of such Person’s own affairs.


 


(b)  Except
during the continuance of an Event of Default:


 


(1)  the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and


 


(2)  in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture.  However, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated therein).


 


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(c)  The
Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:


 


(1)  this paragraph does not limit the effect of paragraph (b) of
this Section;


 


(2)  the Trustee shall not be liable for any error of judgment
made in good faith by a Trust Officer unless it is proved that the Trustee was
negligent in ascertaining the pertinent facts; and


 


(3)  the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received by
it pursuant to Section 6.05 or exercising any trust or power conferred
upon the Trustee under this Indenture with respect to the Securities.


 


(d)  Every
provision of this Indenture that in any way relates to the Trustee is subject
to paragraphs (a), (b) and (c) of this Section.


 


(e)  The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company.


 


(f)  Money
held in trust by the Trustee need not be segregated from other funds except to
the extent required by law.


 


(g)  No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers.


 


(h)  Every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section and to the provisions of the TIA and the provisions of this Article VII
shall apply to the Trustee in its role as Registrar, Paying Agent and Security
Custodian.


 


(i)  The
Trustee shall not be deemed to have notice of a Default or an Event of Default
unless (a) the Trustee has received written notice thereof from the
Company or any Holder or (b) a Trust Officer shall have actual knowledge
thereof.


 


SECTION 7.02.  Rights of Trustee.  (a)    The Trustee may rely conclusively
on, and shall be protected in acting or refraining from acting upon, any
document believed by it to be genuine and to have been signed or presented by
the proper person.  The Trustee need not
investigate any fact or matter stated in the document.  The Trustee may, however, in its discretion
make such further inquiry or investigation into such facts or matters as it may
see fit and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney at the sole cost and expense
of the Company and it shall not incur any liability by reason of such inquiry
or investigation.


 


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(b)  Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel. 
The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.


 


(c)  The
Trustee may act through agents and attorneys and shall not be responsible for
the negligence of any agent appointed with due care.


 


(d)  the
Trustee shall not be liable for any action taken, suffered, or omitted to be
taken by it in good faith and reasonably believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture;
provided, however, that the Trustee’s conduct does not constitute willful
misconduct or negligence.


 


(e)  The
Trustee may consult with counsel of its choice, and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the
Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder
in good faith and in accordance with the advice or opinion of such counsel.


 


(f)  The
permissive rights of the Trustee to do things enumerated in this Indenture
shall not be construed as a duty unless so specified herein.


 


(g)  the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the
Holders pursuant to this Indenture, unless such Holders shall have offered to
the Trustee security or indemnity satisfactory to the Trustee against the
costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;


 


(h)  in
no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action;


 


(i)  the
Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Trust Officer of the Trustee has actual knowledge thereof or unless
written notice of any event which is in fact such a default is received by the
Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Securities and this Indenture;


 


(j)  the rights, privileges, protections,
immunities and benefits given to the Trustee, including, without limitation,
its right to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder, and each agent, custodian and
other Person employed to act hereunder; and


 


(k)  the Trustee may request that the Company
deliver a certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture.


 


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SECTION 7.03.  Individual Rights of Trustee.  The Trustee in its individual or any other
capacity may become the owner or pledgee of Securities and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it
were not Trustee.  Any Paying Agent,
Registrar or co-registrar may do the same with like rights.  However, the Trustee must comply with
Sections 7.10 and 7.11.


 


SECTION 7.04.  Trustee’s Disclaimer.  The Trustee shall not be responsible for and
makes no representation as to the validity, priority or adequacy of this
Indenture or the Securities, it shall not be accountable for the Company’s use
of the proceeds from the Securities, and it shall not be responsible for any
statement of the Company in this Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the Trustee’s
certificate of authentication.


 


SECTION 7.05.  Notice of Defaults.   If a Default or Event of Default occurs and
is continuing and if it is known to the Trustee, the Trustee shall mail to each
Securityholder notice of the Default or Event of Default within 90 days
after it is known to a Trust Officer or written notice of it is received by the
Trustee.  Except in the case of a Default
or Event of Default in payment of principal of or interest on any Security, the
Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the
interests of Securityholders.


 


SECTION 7.06.  Reports by Trustee to Holders.  As promptly as practicable after each May 15 beginning
with May 15, 2006, and in any event prior to July 15 in each
year, the Trustee shall mail to each Securityholder a brief report dated as of May 15
each year that complies with TIA § 313(a), if and to the extent required
by such subsection.  The Trustee shall
also comply with TIA § 313(b). 
The Trustee shall mail to each Securityholder each item provided to it
by the Company pursuant to Section 4.07.


 


A copy of each
report at the time of its mailing to Securityholders shall be filed with the Commission
and each stock exchange (if any) on which the Securities are listed.  The Company agrees to notify promptly the
Trustee whenever the Securities become listed on any stock exchange and of any
delisting thereof.


 


SECTION 7.07.  Compensation and Indemnity.  The Company shall pay to the Trustee from
time to time reasonable compensation for its services as shall have been agreed
upon between the Company and the Trustee. 
The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. 
The Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred or made by it, including reasonable costs of
collection, in addition to the compensation for its services.  Such expenses shall include the commercially reasonable
compensation and expenses, disbursements and advances of the Trustee’s agents,
counsel, accountants and experts.  The
Company shall indemnify the Trustee against any and all loss, damages, claims, liability
or expense (including commercially reasonable attorneys’ fees of not more than
one counsel) incurred by it in connection with the acceptance and
administration of this trust and the performance of its duties hereunder.  The Trustee shall notify the Company promptly
of any claim for which it may


 


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seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder except to the extent the Company has been prejudiced by
such failure to notify.  The Company
shall defend the claim and the Trustee may have not more than one separate
counsel and the Company shall pay the commercially reasonable fees and expenses
of such counsel.  The Company need not
reimburse any expense or indemnify against any loss, liability or expense
incurred by the Trustee through the Trustee’s own willful misconduct,
negligence or bad faith.  The Company
need not pay for any settlement made by the Trustee without the Company’s
consent, such consent not to be unreasonably withheld.  All indemnifications and releases from
liability granted hereunder to the Trustee shall extend to its officers,
directors, employees, agents, successors and assigns.


 


To secure the
Company’s payment obligations in this Section, the Trustee shall have a lien
prior to the Securities on all money or property held or collected by the
Trustee other than money or property held in trust to pay principal of and
interest on particular Securities.


 


The Company’s
payment obligations pursuant to this Section shall survive the resignation
or removal of the Trustee and the discharge of this Indenture.  When the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.01(5) or (6) with
respect to the Company, the expenses are intended to constitute expenses of
administration under the Bankruptcy Law.


 


SECTION 7.08.  Replacement of Trustee.  The Trustee may resign at any time by so
notifying the Company.  The Holders of a
majority in aggregate principal amount of the Securities then outstanding may
remove the Trustee by so notifying the Company and the Trustee in writing.  The Company may remove the Trustee if:


 


(1)  the Trustee fails to comply with Section 7.10;


 


(2)  the Trustee is adjudged bankrupt or insolvent;


 


(3)  a receiver or other public officer takes charge of the
Trustee or its property; or


 


(4)  the Trustee otherwise becomes incapable of acting.


 


If the Trustee
resigns, is removed by the Company or by the Holders of a majority in aggregate
principal amount of the Securities then outstanding, or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee.


 


A successor
Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company.  Thereupon
the resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture.  The
successor Trustee shall mail a notice of its succession to
Securityholders.  The retiring Trustee
shall promptly transfer


 


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all property held by it as
Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.


 


If a successor
Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company or the Holders of 10%
in aggregate principal amount of the Securities then outstanding may petition
any court of competent jurisdiction for the appointment of a successor Trustee.


 


If the Trustee
fails to comply with Section 7.10, any Securityholder who has been a bona
fide Holder of a Security for at least six months may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.


 


Notwithstanding
the replacement of the Trustee pursuant to this Section, the Company’s
obligations under Section 7.07 shall continue for the benefit of the
retiring Trustee.


 


SECTION 7.09.  Successor Trustee by Merger.  If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all its corporate trust
business or assets to, another corporation or banking association, the
resulting, surviving or transferee corporation or banking association without
any further act shall be the successor Trustee.


 


In case at the
time such successor or successors by merger, conversion or consolidation to the
Trustee shall succeed to the trusts created by this Indenture any of the
Securities shall have been authenticated but not delivered, any such successor
to the Trustee may adopt the certificate of authentication of any predecessor
trustee, and deliver such Securities so authenticated; and in case at that time
any of the Securities shall not have been authenticated, any such successor to
the Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor to the Trustee; and in
all such cases such certificates shall have the full force which it is anywhere
in the Securities or in this Indenture provided that the certificate of the
Trustee shall have.


 


SECTION 7.10.  Eligibility; Disqualification.  The Trustee shall at all times satisfy the
requirements of TIA § 310(a).  The
Trustee shall have (or, in the case of a corporation included in a bank holding
company system, the related bank holding company shall have) a combined capital
and surplus of at least $50,000,000 as set forth in its (or its related bank
holding company’s) most recent published annual report of condition.  The Trustee shall comply with TIA § 310(b),
subject to the penultimate paragraph thereof; provided, however,
that there shall be excluded from the operation of TIA § 310(b)(1) any
indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in TIA § 310(b)(1) are
met.


 


SECTION 7.11.  Preferential Collection of Claims
Against Company.  The Trustee
shall comply with TIA § 311(a), excluding any creditor relationship listed
in


 


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TIA § 311(b).  A Trustee who has resigned or been removed
shall be subject to TIA § 311(a) to the extent indicated.


 


SECTION 7.12.  Appointment of Co-Trustee.


 


(a)  Notwithstanding
any other provisions of this Indenture, at any time, for the purpose of meeting
any legal requirement of  any jurisdiction
in which any part of the trust may at the time be located, the Trustee shall
have the power and may execute and deliver all instruments necessary to appoint
one or more Persons to act as a co-trustee or co-trustees, or separate trustee
or separate trustees, of all or any part of the trust, and to vest in such
Person or Persons, in such capacity and for the benefit of the Securityholders,
such title to the trust, or any part hereof, and subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Trustee may consider necessary or desirable.  No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 7.10 and no notice to Securityholders of the appointment of any
co-trustee or separate trustee shall be required under Section 7.08.


 


(b)  Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and conditions:


 


(i)  all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly (it being understood that such separate trustee or
co-trustee is not authorized to act separately without the Trustee joining in
such act), except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust or any
portion thereof in any such jurisdiction) shall be exercised and performed
singly by such separate trustee or co-trustee, but solely at the direction of
the Trustee;


 


(ii)  no trustee hereunder shall be
personally liable by reason of any act or omission of any other trustee
hereunder; and


 


(iii)  the Trustee may at any time
accept the resignation of or remove any separate trustee or co-trustee.


 


(c)  Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. 
Every instrument appointing any separate trustee or co-trustee shall
refer to this Indenture and the conditions of this Article VII.  Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct


 


34





















 


of, affecting the liability of,
or affording protection or rights (including the rights to compensation,
reimbursement and indemnification hereunder) to, the Trustee.  Every such instrument shall be filed with the
Trustee.


 


(d)  Any
separate trustee or co-trustee may at any time constitute the Trustee, its
agent or attorney-in-fact with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Indenture
on its behalf and in its name.  If any
separate trustee or co-trustee shall die, become incapable of acting, resign or
be removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.


 


ARTICLE VIII


 


Discharge of Indenture; Defeasance


 


SECTION 8.01.  Discharge of Liability on
Securities; Defeasance.  (a) 
When (i) the Company delivers to the Trustee all outstanding Securities
(other than Securities replaced pursuant to Section 2.07) for cancellation
or (ii) all outstanding Securities have become due and payable, whether at
maturity or as a result of the mailing of a notice of redemption pursuant to Article III
and the Company irrevocably deposits with the Trustee funds sufficient to pay
at maturity or upon redemption all outstanding Securities, including interest
thereon to maturity or such redemption date (other than Securities replaced
pursuant to Section 2.07), and if in either case the Company pays all
other sums payable hereunder by the Company, then this Indenture shall, subject
to Section 8.01(c), cease to be of further effect.  The Trustee shall acknowledge satisfaction
and discharge of this Indenture on demand of the Company accompanied by an Officers’
Certificate and an Opinion of Counsel and at the cost and expense of the
Company.


 


(b)  Subject
to Sections 8.01(c) and 8.02, the Company at any time may terminate (i) all
of its obligations under the Securities and this Indenture (“legal defeasance
option”) or (ii) its obligations under Sections 4.03, 4.04, 4.05,
4.06 and 4.07 and the operation of Sections 6.01(4), 6.01(5) and 6.01(6) (but,
in the case of Sections 6.01(5) and (6), with respect only to Significant
Subsidiaries) (“covenant defeasance option”). 
The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option.


 


If the Company
exercises its legal defeasance option, payment of the Securities may not be
accelerated because of an Event of Default. 
If the Company exercises its covenant defeasance option, payment of the
Securities may not be accelerated because of an Event of Default specified in
Sections 6.01(3) (with respect to the covenants of Article IV
identified in the immediately preceding paragraph), 6.01(4), 6.01(5) and
6.01(6) (with respect only to Significant Subsidiaries in the case of
Sections 6.01(5) and 6.01(6)).


 


35





















 


Upon
satisfaction of the conditions set forth herein and upon request of the
Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.


 


(c)  Notwithstanding
clauses (a) and (b) above, the Company’s obligations in Sections 2.04,
2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and 8.06 shall survive until the Securities
have been paid in full.  Thereafter, the
Company’s obligations in Sections 7.07 and 8.05 shall survive.


 


SECTION 8.02.  Conditions to Defeasance.  The Company may exercise its legal defeasance
option or its covenant defeasance option only if:


 


(1)  the Company irrevocably deposits in trust with  the Trustee money or U.S. Government
Obligations for the payment of principal of and interest on the Securities to
maturity or redemption, as the case may be;


 


(2)  the Company delivers to the Trustee a certificate from a
nationally recognized firm of independent accountants expressing their opinion
that the payments of principal and interest when due and without reinvestment
on the deposited U.S. Government Obligations plus any deposited money
without investment will provide cash at such times and in such amounts as will
be sufficient to pay principal and interest when due on all the Securities to
maturity or redemption, as the case may be;


 


(3)  123 days pass after the deposit is made and during the
123-day period no Default specified in Section 6.01(5) or (6) with
respect to the Company occurs that is continuing at the end of the period;


 


(4)  the deposit does not constitute a default under any other
agreement binding on the Company;


 


(5)  the Company delivers to the Trustee an Opinion of Counsel to
the effect that the trust resulting from the deposit does not constitute, or is
qualified as, a regulated investment company under the Investment Company Act
of 1940;


 


(6)  in the case of the legal defeasance option, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (i) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (ii) since the date of this Indenture there has been
a change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that, the
Securityholders will not recognize income, gain or loss for Federal income tax
purposes as a result of such defeasance and will be subject to Federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such defeasance had not occurred;


 


(7)  in the case of the covenant defeasance option, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that
the


 


36





















 


Securityholders
will not recognize income, gain or loss for Federal income tax purposes as a
result of such covenant defeasance and will be subject to Federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such covenant defeasance had not occurred; and


 


(8)  the Company delivers to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that all conditions precedent to the
defeasance and discharge of the Securities as contemplated by this Article VIII
have been complied with.


 


Before or
after a deposit, the Company may make arrangements satisfactory to the Trustee
for the redemption of Securities at a future date in accordance with Article III.


 


SECTION 8.03.  Application of Trust Money.  The Trustee shall hold in trust money
or U.S. Government Obligations deposited with it pursuant to this Article VIII.  It shall apply the deposited money and the
money from U.S. Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal of and interest on
the Securities.


 


SECTION 8.04.   Repayment
to Company.  The Trustee and the
Paying Agent shall promptly turn over to the Company upon request any excess
money or securities held by them at any time.


 


Subject to any
applicable abandoned property law, the Trustee and the Paying Agent shall pay
to the Company upon request any money held by them for the payment of principal
or interest that remains unclaimed for two years, and, thereafter,
Securityholders entitled to the money must look to the Company for payment as
general creditors.


 


SECTION 8.05.  Indemnity for Government Obligations.  The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against
deposited U.S. Government Obligations or the principal and interest received on
such U.S. Government Obligations.


 


SECTION 8.06.  Reinstatement.  If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with this Article VIII
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article VIII until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government Obligations
in accordance with this Article VIII; provided, however,
that, if the Company has made any payment of interest on or principal of any
Securities because of the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Securities to receive such
payment from the money or U.S. Government Obligations held by the Trustee or
Paying Agent.


 


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ARTICLE IX


 


Amendments


 


SECTION 9.01.  Without Consent of Holders.  The Company and the Trustee may amend this
Indenture or the Securities without notice to or consent of any Securityholder:


 


(1)  to cure any ambiguity, or to cure, correct or supplement any
defect;


 


(2)  to comply with Article V;


 


(3)  to provide for uncertificated Securities in addition to or in
place of certificated Securities; provided, however, that the
uncertificated Securities are issued in registered form for purposes of Section 163(f) of
the Code or in a manner such that the uncertificated Securities are described
in Section 163(f)(2)(B) of the Code;


 


(4)  to add Guarantees with respect to the Securities or to secure
the Securities;


 


(5)  to add to the covenants of the Company for the benefit of the
Holders or to surrender any right or power herein conferred upon the Company;


 


(6)  to comply with any requirements of the Commission in
connection with qualifying, or maintaining the qualification of, this Indenture
under the TIA; or


 


(7)  to make any change that is deemed necessary and desirable by
the Company and does not adversely affect the rights of any Securityholder in
any material respect.


 


After an
amendment under this Section 9.01 becomes effective, the Company shall
mail to Securityholders a notice briefly describing such amendment.  The failure to give such notice to all
Securityholders, or any defect therein, shall not impair or affect the validity
of an amendment under this Section 9.01.


 


SECTION 9.02.  With Consent of Holders.  The Company and the Trustee may amend this
Indenture or the Securities with the written consent of the Holders of at least
a majority in aggregate principal amount of the Securities then outstanding
(including consents obtained in connection with a tender offer or exchange
offer for the Securities) or by the adoption of resolutions at a meeting of
Holders of Securities by the Holders of at least a majority of the outstanding
Securities.  However, without the consent
or affirmative vote of each Securityholder affected thereby, an amendment may
not:


 


(1)  change any installment of interest with respect to any
Security or reduce the amount of interest on any Security;


 


38





















 


(2)  reduce the principal amount of any Security;


 


(3)  reduce the amount payable upon the redemption or repurchase
of any Security under Article III or Section 4.06, change the time at
which any Security may be redeemed in accordance with Article III, or, at
any time after a Change of Control Triggering Event has occurred, change the
time at which any Change of Control Offer must be made or at which the
Securities must be repurchased pursuant to such Change of Control Offer;


 


(4)  make any Security payable in money other than that stated in
the Security;


 


(5)  change the required place at which payment with respect to
principal or interest on any Security is payable;


 


(6)  impair the right of any Holder to receive payment of
principal of and interest on such Holder’s Securities on or after the due dates
therefor or to institute suit for the enforcement of any payment on or with
respect to such Holder’s Securities;


 


(7)  reduce the amount of Securities whose Holders must consent to
an amendment or make any change in Section 6.04 or 6.07 or the second
sentence of this Section.


 


It shall not
be necessary for the consent of the Holders under this Section to approve
the particular form of any proposed amendment, but it shall be sufficient if
such consent approves the substance thereof.


 


After an
amendment under this Section becomes effective, the Company shall mail to
Securityholders a notice briefly describing such amendment.  The failure to give such notice to all
Securityholders, or any defect therein, shall not impair or affect the validity
of an amendment under this Section.


 


SECTION 9.03.  Compliance with Trust Indenture Act.  Every amendment to this Indenture or the
Securities shall comply with the TIA as then in effect.


 


SECTION 9.04.  Revocation and Effect of Consents and
Waivers.  A consent to an amendment
or a waiver by a Holder of a Security shall bind the Holder and every
subsequent Holder of that Security or portion of the Security that evidences
the same debt as the consenting Holder’s Security, even if notation of the
consent or waiver is not made on the Security. 
However, any such Holder or subsequent Holder may revoke the consent or
waiver as to such Holder’s Security or portion of the Security if the Trustee
receives the notice of revocation before the date the amendment or waiver
becomes effective.  After an amendment or
waiver becomes effective, it shall bind every Securityholder.  An amendment or waiver becomes effective upon
the execution of such amendment or waiver by the Trustee.


 


39





















 


The Company
may, but shall not be obligated to, fix a record date for the purpose of
determining the Securityholders entitled to give their consent or take any
other action described above or required or permitted to be taken pursuant to
this Indenture.  If a record date is
fixed, then notwithstanding the immediately preceding paragraph, those Persons
who were Securityholders at such record date (or their duly designated
proxies), and only those Persons, shall be entitled to give such consent or to
revoke any consent previously given or to take any such action, whether or not
such Persons continue to be Holders after such record date.  No such consent shall be valid or effective
for more than 120 days after such record date.


 


SECTION 9.05.  Notation on or Exchange of Securities.  If an amendment changes the terms of a
Security, the Trustee may require the Holder of the Security to deliver such
Security to the Trustee.  The Trustee may
place an appropriate notation on the Security regarding the changed terms and
return such Security to the Holder. 
Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. 
Failure to make the appropriate notation or to issue a new Security
shall not affect the validity of such amendment.


 


SECTION 9.06.  Trustee To Sign Amendments.  The Trustee shall sign any amendment
authorized pursuant to this Article IX if the amendment does not adversely
affect the rights, duties, liabilities or immunities of the Trustee.  If it does, the Trustee may but need not sign
it.  In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it
and to receive, and (subject to Section 7.01) shall be fully protected in
relying upon, an Officers’ Certificate and an Opinion of Counsel stating that
such amendment is authorized or permitted by this Indenture.


 


SECTION 9.07.  Payment for Consent.  Neither the Company nor any Affiliate of the
Company shall, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder for
or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.


 


ARTICLE X


 


Miscellaneous


 


SECTION 10.01.  Trust Indenture Act Controls.  If any provision of this Indenture limits,
qualifies or conflicts with another provision that is required to be included
in this Indenture by the TIA, the required provision shall control.


 


40





















 


SECTION 10.02.  Notices.  Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail or sent by
facsimile (with a hard copy delivered in person or by mail promptly thereafter)
and addressed as follows:


 


if to the Company:


 


Southern Peru Copper Corporation


2575 East Camelback Road, Suite 500


Phoenix, AZ 85016


Telephone:


Fax: 602-977-6700


 


Attention of: Armando Ortega Gómez


 


With a copy to:


 


Milbank, Tweed, Hadley & McCloy LLP


One Chase Manhattan Plaza


New York, New York, 10005-1413


 


Attention of: Michael Fitzgerald


Telephone: 212-530-5224


Fax: 212-822-5224


 


if to the Trustee:


 


at its Corporate Trust Office


Telephone: 
212-815-5552


Fax: 
212-815-5915


 


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


 


Any notice or
communication mailed to a Securityholder shall be mailed to the Securityholder
at the Securityholder’s address as it appears on the register of the Registrar
and shall be sufficiently given if so mailed within the time prescribed.


 


Failure to
mail a notice or communication to a Securityholder or any defect in it shall
not affect its sufficiency with respect to other Securityholders.  All notices shall be deemed to have been
given (whether or not the addressee receives it) (i) upon the mailing by
first class mail, postage prepaid, of such notices to Securityholders at their
registered addresses as they appear on the register of the Registrar and (ii) for
so long as the Securities are listed on the Luxembourg Stock Exchange and it is
required by the rules of the Luxembourg Stock Exchange, upon publication
in a leading newspaper having general circulation in Luxembourg (which is
expected to be the Luxemburger Wort)
in each case not later than the latest date, and not earlier than the earliest
date, prescribed in the Securities for the giving of such notice.  Notices delivered to the Trustee shall only be
effective upon actual receipt.


 


41





















 


SECTION 10.03.  Communication by Holders with Other
Holders.  Securityholders may
communicate pursuant to TIA § 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities.  The Company, the Trustee, the Registrar and
anyone else shall have the protection of TIA § 312(c).


 


SECTION 10.04.  Certificate and Opinion as to Conditions
Precedent.  Upon any request or application
by the Company to the Trustee to take or refrain from taking any action under
this Indenture, the Company shall furnish to the Trustee:


 


(1)  an Officers’ Certificate in form and substance reasonably
satisfactory to the Trustee stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and


 


(2)  an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee stating that, in the opinion of such counsel, all
such conditions precedent have been complied with.


 


SECTION 10.05.  Statements Required in Certificate or
Opinion.  Each certificate or opinion
with respect to compliance with a covenant or condition provided for in this Indenture
shall include:


 


(1)  a statement that the individual making such certificate or
opinion has read such covenant or condition;


 


(2)  a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;


 


(3)  a statement that, in the opinion of such individual, he has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and


 


(4)  a statement as to whether or not, in the opinion of such
individual, such covenant or condition has been complied with.


 


SECTION 10.06.  When Securities Disregarded.  In determining whether the Holders of the
required principal amount of Securities have concurred in any direction, waiver
or consent, Securities owned by the Company or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company shall be disregarded and deemed not to be outstanding,
except that, for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Securities
that the Trustee knows are so owned shall be so disregarded.  Also, subject to the foregoing, only
Securities outstanding at the time shall be considered in any such
determination.


 


42





















 


SECTION 10.07.  Rules by Trustee, Paying Agent and
Registrar.  The Trustee may make
reasonable rules for action by or a meeting of Securityholders.  The Registrar and the Paying Agent or co-registrar
may make reasonable rules for their functions.


 


SECTION 10.08.  Legal Holidays.  A “Legal Holiday” is a Saturday, a Sunday or
a day on which banking institutions are not required to be open in the State of
New York, Luxembourg, London, Peru or Mexico. 
If a payment date is a Legal Holiday in the place of payment, payment
shall be made on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.  If a regular record date is a Legal Holiday,
the record date shall not be affected.


 


SECTION 10.09.  Governing Law.  THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


SECTION 10.10.  No Recourse Against Others.  A director, officer, employee or stockholder,
as such, of the Company shall not have any liability for any obligations of the
Company under the Securities or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation.  By accepting a Security, each Securityholder
shall waive and release all such liability. 
The waiver and release shall be part of the consideration for the issue
of the Securities.


 


SECTION 10.11.  Successors.  All agreements of the Company in this
Indenture and the Securities shall bind its successors.  All agreements of the Trustee in this
Indenture shall bind its successors.


 


SECTION 10.12.  Multiple Originals.  The parties may sign any number of copies of
this Indenture.  Each signed copy shall
be an original, but all of them together represent the same agreement.  One signed copy is enough to prove this
Indenture.


 


SECTION 10.13.  Table of Contents; Headings.  The table of contents, cross-reference sheet
and headings of the Articles and Sections of this Indenture have been inserted
for convenience of reference only, are not intended to be considered a part
hereof and shall not modify or restrict any of the terms or provisions hereof.


 


SECTION 10.14.  Waiver of Jury Trial.  EACH OF THE COMPANY AND THE TRUSTEE (SOLELY
IN HIS CAPACITY AS TRUSTEE, WHICH, FOR THE AVOIDANCE OF DOUBT, SHALL NOT IN ANY
WAY EFFECT ANY RIGHT OF ANY HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTION CONTEMPLATED


 


43





















 


HEREBY.


 


 


IN WITNESS
WHEREOF, the parties have caused this Indenture to be duly executed as of the
date first written above.


 


	
   

  	
  SOUTHERN PERU COPPER

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Armando Ortega

  	
   

  
	
   

  	
   

  	
  Name: Armando Ortega

  
	
   

  	
   

  	
  Title: Secretary and General Counsel

  
					



 


44





















 


	
   

  	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  
	
   

  	
   

  	
  /s/ Ritu Khanna

  	
   

  
	
   

  	
   

  	
  Name: Ritu Khanna

  
	
   

  	
   

  	
  Title: Vice President

  
					



 


 


	
  Acknowledged and agreed as of the date
  first

  written above:

  
	
   

  
	
  THE BANK OF NEW YORK

  (LUXEMBOURG) S.A., as Luxembourg

  Paying Agent and Transfer Agent

  
	
   

  
	
   

  	
  By:

  	
  /s/ Florin Coseraru

  	
   

  	
   

  
	
   

  	
  Name: Florin
  Coseraru

  	
   

  
	
   

  	
  Title:

  	
   

  



 


45























 


APPENDIX A


 


FOR OFFERINGS
TO QUALIFIED INSTITUTIONAL BUYERS PURSUANT TO RULE 144A AND TO CERTAIN PERSONS
IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S.


 


PROVISIONS RELATING TO INITIAL SECURITIES

AND EXCHANGE SECURITIES


 


Definitions


 


For the
purposes of this Appendix A the following terms shall have the meanings
indicated below:


 


“Clearstream”
means Clearstream Banking, société anonyme,
or any successor securities clearing agency.


 


“Definitive
Security” means a certificated Initial Security or Exchange Security or Private
Exchange Security bearing, if required, the restricted securities legend set
forth in Section 2.3(d).


 


“Depository”
means The Depository Trust Company, its nominees and their respective
successors.


 


“Distribution
Compliance Period”, with respect to any Securities, means the period of 40 consecutive
days beginning on and including the later of (i) the day on which such
Securities are first offered to persons other than distributors (as defined in
Regulation S under the Securities Act) in reliance on Regulation S
and (ii) the Issue Date with respect to such Securities.


 


“Exchange
Securities” means the 7.500 % Notes due 2035 to be issued pursuant to the
Indenture in connection with a Registered Exchange Offer pursuant to the
Registration Agreement.


 


“Euroclear”
means the Euroclear System or any successor securities clearing agency.


 


“Initial
Purchasers” means Citigroup Global Markets Inc. and UBS Securities LLC.


 


“Initial
Securities” means the 7.500% Notes due 2035, to be issued from time to time, in
one or more series as provided for in this Indenture.


 


“Original
Securities” means Initial Securities in the aggregate principal amount of $600,000,000
issued on July 27, 2005.


 





















 


“Private
Exchange” means the offer by the Company, pursuant to Section 2 of the
Registration Agreement dated July 27, 2005, or pursuant to any similar
provision of any other Registration Agreement, to issue and deliver to certain
purchasers, in exchange for the Initial Securities held by such purchasers as
part of their initial distribution, a like aggregate principal amount of
Private Exchange Securities.


 


“Private
Exchange Securities” means the 7.500%  Notes due 2035 to be issued pursuant to this
Indenture in connection with a Private Exchange pursuant to a Registration
Agreement.


 


“Purchase
Agreement” means the Purchase Agreement dated July 20, 2005, between the
Company and the Initial Purchasers relating to the Original Securities, or any
similar agreement relating to any future sale of Initial Securities by the Company.


 


“QIB” means a “qualified
institutional buyer” as defined in Rule 144A.


 


“Registered
Exchange Offer” means the offer by the Company, pursuant to a Registration
Agreement, to certain Holders of Initial Securities, to issue and deliver to
such Holders, in exchange for the Initial Securities, a like aggregate
principal amount of Exchange Securities registered under the Securities Act.


 


“Registration
Agreement” means the Registration Rights Agreement dated July 27, 2005, between
the Company and the Initial Purchasers relating to the Original Securities,
or any similar agreement relating to any additional Initial Securities.


 


“Rule 144A
Securities” means all Initial Securities offered and sold to QIBs in reliance
on Rule 144A.


 


“Securities”
means the Initial Securities and the Exchange Securities, treated as a single
class.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Securities
Custodian” means the custodian with respect to a Global Security (as appointed
by the Depository) or any successor person thereto, who shall initially be the
Trustee.


 


“Shelf
Registration Statement” means a registration statement issued by the Company in
connection with the offer and sale of Initial Securities or Private Exchange
Securities pursuant to the Registration Agreement.


 


“Transfer
Restricted Securities” means Definitive Securities and any other Securities
that bear or are required to bear the legend set forth in Section 2.3(c)
hereto.


 


2





















 


1.2  Other Definitions


 


	
  Term

  	
   

  	
  Defined In

  Section:

  	
   

  
	
  “Agent
  Members”

  	
   

  	
  2.1(b)

  	
   

  
	
  “Global
  Security”

  	
   

  	
  2.1(a)

  	
   

  
	
  “IAI Global
  Security”

  	
   

  	
  2.1(a)

  	
   

  
	
  “Regulation
  S”

  	
   

  	
  2.1

  	
   

  
	
  “Regulation
  S Global Security”

  	
   

  	
  2.1(a)

  	
   

  
	
  “Rule 144A”

  	
   

  	
  2.1

  	
   

  
	
  “Rule 144A
  Global Security”

  	
   

  	
  2.1(a)

  	
   

  



 


2.  The Securities


 


2.1  Form and Dating


 


The Initial
Securities will be offered and sold by the Company, from time to time, pursuant
to one or more Purchase Agreements.  The
Initial Securities will be resold initially only to QIBs in reliance on
Rule 144A under the Securities Act (“Rule 144A”) and in reliance on
Regulation S under the Securities Act (“Regulation S”).  Initial Securities may thereafter be
transferred to, among others, QIBs and purchasers in reliance on Regulation S,
subject to the restrictions on transfer set forth herein.  The Securities will be issued only in minimum
denominations of  US$100,000 and integral
multiples of US$1,000 in excess thereof.


 


(a)  Global
Securities.  Initial Securities
initially resold pursuant to Rule 144A shall be issued initially in the
form of one or more permanent global Securities in definitive, fully registered
form (collectively, the “Rule 144A Global Security”), Initial Securities
initially resold pursuant to Regulation S shall be issued initially in the
form of one or more global securities in definitive, fully registered form (collectively,
the “Regulation S Global Security”), in each case without interest coupons
and with the global securities legend and restricted securities legend set
forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers
of the Initial Securities represented thereby with the Securities Custodian,
and registered in the name of the Depository or a nominee of the Depository or
its nominee for the accounts of Euroclear and Clearstream (as indirect
participants in the Depository), duly executed by the Company and authenticated
by the Trustee as provided in this Indenture. 
The Rule 144A Global Security and Regulation S Global Security
are collectively referred to herein as “Global Securities.”  The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depository or its nominee as hereinafter
provided.


 


(b)  Book-Entry Provisions.  This Section 2.1(b) shall apply only to a
Global Security deposited with or on behalf of the Depository.


 


The Company
shall execute and the Trustee shall, in accordance with this
Section 2.1(b) and pursuant to an order of the Company, authenticate and
deliver initially


 


3





















 


one or more Global Securities
that (a) shall be registered in the name of the Depository for such Global
Security or Global Securities or the nominee of such Depository and
(b) shall be delivered by the Trustee to such Depository or pursuant to
such Depository’s instructions or held by the Trustee as Securities Custodian.


 


Members of, or
participants in, the Depository (“Agent Members”) shall have no rights under
this Indenture with respect to any Global Security held on their behalf by the
Depository or by the Trustee as Securities Custodian or under such Global
Security, and the Depository may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of such Global
Security for all purposes whatsoever. 
Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Trustee or any agent of the Company or the Trustee from giving effect to
any written certification, proxy or other authorization furnished by the
Depository or impair, as between the Depository and its Agent Members, the
operation of customary practices of such Depository governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.


 


(c)  Definitive Securities.  Except as provided in Section 2.3 or
2.4, owners of beneficial interests in Global Securities will not be entitled
to receive physical delivery of Definitive Securities.


 


2.2  Authentication.  The Trustee shall authenticate and deliver:  (1) Original Securities for original
issue in an aggregate principal amount of $600,000,000, (2) additional
Initial Securities, if and when issued, in an aggregate principal amount specified
by the Company, and (3) the Exchange Securities or Private Exchange
Securities for issue only in a Registered Exchange Offer or a Private
Exchange, respectively, pursuant to the Registration Agreement, for a like
principal amount of Initial Securities or Private Exchange Securities, as
applicable, upon a written order of the Company signed by two Officers or by an
Officer and either an Assistant Treasurer or an Assistant Secretary of the
Company.  Such order shall specify the
amount of the Securities to be authenticated and the date on which the original
issue of Securities is to be authenticated and whether the Securities are to be
Initial Securities or Exchange Securities. 
The aggregate principal amount of Securities outstanding at any time is
unlimited.


 


2.3  Transfer and Exchange.               (a)  Transfer and
Exchange of Definitive Securities.  When
Definitive Securities are presented to the Registrar or a co-registrar with a
request:


 


(x) to
register the transfer of such Definitive Securities; or


 


(y) to
exchange such Definitive Securities for an equal principal amount of Definitive
Securities of other authorized denominations,


 


the Registrar
or co-registrar shall register the transfer or make the exchange as requested
if its reasonable requirements for such transaction are met; provided, however,
that the Definitive Securities surrendered for transfer or exchange:


 


4





















 


(i)  shall be duly endorsed or
accompanied by a written instrument of transfer in form reasonably satisfactory
to the Company and the Registrar or co-registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing; and


 


(ii)  if such Definitive
Securities bear a restricted securities legend, they are being transferred or
exchanged pursuant to an effective registration statement under the Securities
Act or pursuant to clause (A), (B) or (C) below, and are accompanied by
the following additional information and documents, as applicable:


 


(A)  if such Definitive Securities are being
delivered to the Registrar by a Holder for registration in the name of such
Holder, without transfer, a certification from such Holder to that effect; or


 


(B)  if such Definitive Securities are being
transferred to the Company, a certification to that effect; or


 


(C)  if such Definitive Securities are being transferred
pursuant to an exemption from registration in accordance with Rule 144
under the Securities Act, (i) a certification to that effect and
(ii) if the Company so requests, an opinion of counsel or other evidence
reasonably satisfactory to it as to the compliance with the restrictions set
forth in the legend set forth in Section 2.3(d)(i).


 


(b)  Transfer
and Exchange of Global Securities.  (i)    The transfer and exchange of
Global Securities or beneficial interests therein shall be effected through the
Depository, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depository therefor.  A transferor of a
beneficial interest in a Global Security shall deliver a written order given in
accordance with the Depository’s procedures containing information regarding
the participant account of the Depository to be credited with a beneficial
interest in the Global Security and such account shall be credited in
accordance with such instructions with a beneficial interest in the Global
Security and the account of the Person making the transfer shall be debited by
an amount equal to the beneficial interest in the Global Security being
transferred.


 


(ii)  Subject to (v) and (vi) below,
if the proposed transfer is a transfer of a beneficial interest in one Global
Security to a beneficial interest in another Global Security, the Registrar
shall reflect on its books and records the date and an increase in the
principal amount of the Global Security to which such interest is being
transferred in an amount equal to the principal amount of the interest to be so
transferred, and the Registrar shall reflect on its books and records the date
and a corresponding decrease in the principal amount of the Global Security
from which such interest is being transferred.


 


5





















 


(iii)  Notwithstanding any other
provisions of this Appendix A (other than the provisions set forth in
Section 2.4), a Global Security may not be transferred as a whole except
by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a nominee of such
successor Depository.


 


(iv)  In the event that a Global
Security is exchanged for Definitive Securities pursuant to Section 2.4
prior to the consummation of a Registered Exchange Offer or the effectiveness
of a Shelf Registration Statement with respect to such Securities, such
Securities may be exchanged only in accordance with such procedures as are
substantially consistent with the provisions of this Section 2.3
(including the certification requirements set forth on the reverse of the
Initial Securities intended to ensure that such transfers comply with Rule 144A,
Regulation S or such other applicable exemption from registration under
the Securities Act, as the case may be) and such other procedures as may from
time to time be adopted by the Company.


 


(v)  During the Distribution
Compliance Period, beneficial interests in a Regulation S Global Security may
not be transferred to a person who takes delivery in the form of beneficial
interests in a Rule 144A Global Security. 
Thereafter beneficial interests in a Regulation S Global Security may be
transferred to a person who takes delivery in the form of beneficial interests
in a Rule 144A Global Security only in a transaction made in compliance with
clause (A)(1) of the legend set forth in paragraph (c) of this Section 2.3
and only upon receipt by the Trustee of a written confirmation from the
transferor to such effect.


 


(vi)  Beneficial interests in a
Rule 144A Global Security may be transferred to a person who takes delivery in
the form of beneficial interests in a Regulation S Global Security only in a
transaction made in compliance with clause (A)(2) of the legend set forth in
paragraph (c) of this Section 2.3 and only upon receipt by the Trustee of a
written confirmation from the transferor to such effect.


 


(c)  Legend.


 


(i)  Except as permitted by the
following paragraphs (ii), (iii) and (iv), each certificate evidencing the
Global Securities and the Definitive Securities (and all Securities issued in
exchange therefor or in substitution thereof) shall bear a legend in
substantially the following form:


 


THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A
PERSON WHO THE SELLER REASONABLY


 


6





















 


BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS) OR (4) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE STATES OF THE UNITED
STATES.


 


Each
Definitive Security will also bear the following additional legend:


 


“IN CONNECTION
WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”


 


(ii)  Upon any sale or transfer
of a Transfer Restricted Security (including any Transfer Restricted Security
represented by a Global Security) pursuant to Rule 144 under the
Securities Act:


 


(A)  in the case of any Transfer Restricted
Security that is a Definitive Security, the Registrar shall permit the Holder
thereof to exchange such Transfer Restricted Security for a Security that does
not bear the legends set forth above and rescind any restriction on the
transfer of such Transfer Restricted Security; and


 


(B)  in the case of any Transfer Restricted
Security that is represented by a Global Security, the Registrar shall permit
the Holder thereof to exchange such Transfer Restricted Security for a Security
that does not bear the legends set forth above and rescind any restriction on
the transfer of such Transfer Restricted Security,


 


in either case, if the Holder certifies in writing to the Registrar that
its request for such exchange was made in reliance on Rule 144 (such
certification to be in the form set forth on the reverse of the Initial
Security).


 


7





















 


(iii)  After a transfer of any
Initial Securities or Private Exchange Securities, as the case may be, during
the period of the effectiveness of a Shelf Registration Statement with respect
to such Initial Securities or Private Exchange Securities, all requirements
pertaining to restricted legends on such Initial Security or such Private
Exchange Security will cease to apply and an Initial Security or Private
Exchange Security, as the case may be, in global form without restricted
legends will be available to the transferee of the beneficial interests of such
Initial Securities or Private Exchange Securities.  Upon the occurrence of any of the
circumstances described in this paragraph, the Company will deliver an Officers’
Certificate to the Trustee instructing the Trustee to issue Securities without
restricted legends.


 


(iv)  Upon the consummation of a
Registered Exchange Offer with respect to the Initial Securities pursuant to
which certain Holders of such Initial Securities are offered Exchange
Securities in exchange for their Initial Securities, Exchange Securities in
global form without the restricted legends will be available to Holders or
beneficial owners that exchange such Initial Securities (or beneficial
interests therein) in such Registered Exchange Offer.  Upon the occurrence of any of the circumstances
described in this paragraph, the Company will deliver an Officers’ Certificate
to the Trustee instructing the Trustee to issue Securities without restricted
legends.


 


(e)  Cancellation
or Adjustment of Global Security.  At
such time as all beneficial interests in a Global Security have either been
exchanged for Definitive Securities, redeemed, repurchased or canceled, such
Global Security shall be returned by the Depository to the Trustee for cancellation
or retained and canceled by the Trustee. 
At any time prior to such cancellation, if any beneficial interest in a
Global Security is exchanged for Definitive Securities, redeemed, repurchased
or canceled, the principal amount of Securities represented by such Global
Security shall be reduced and an adjustment shall be made on the books and
records of the Trustee (if it is then the Securities Custodian for such Global
Security) with respect to such Global Security, by the Trustee or the
Securities Custodian, to reflect such reduction.


 


(f)  Obligations
with Respect to Transfers and Exchanges of Securities.


 


(i)  To permit registrations of
transfers and exchanges, the Company shall execute and the Trustee shall
authenticate Definitive Securities and Global Securities at the Registrar’s or
co-registrar’s request.


 


(ii)  No service charge shall be
made for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any transfer tax, assessments, or similar
governmental charge payable in connection therewith (other than any such
transfer taxes, assessments or similar governmental charge payable upon
exchange or transfer pursuant to Sections 3.06, 4.06 and 9.05 of this
Indenture).


 


8





















 


(iii)  Neither the Trustee nor any
Registrar or Transfer Agent shall be required to register the transfer or
exchange definitive notes for a period from the record date to the due date for
any payment of principal of, or interest on, the Securities or register the
transfer or exchange any Securities for 15 days prior to selection for
redemption through the date of redemption.


 


(iv)  Prior to the due
presentation for registration of transfer of any Security (including a Global
Security), the Company, the Trustee, any agent of the Company or the Trustee may
treat the person in whose name a Security is registered as the absolute owner
of such Security for the purpose of receiving payment of principal of and
interest on such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and none of the Company, the Trustee, or any agent of
the Company or the Trustee shall be affected by notice to the contrary.


 


(v)  All Securities issued upon
any transfer or exchange pursuant to the terms of this Indenture shall evidence
the same debt and shall be entitled to the same benefits under this Indenture
as the Securities surrendered upon such transfer or exchange.


 


(g)  No
Obligation of the Trustee.


 


(i)  The Trustee shall have no
responsibility or obligation to any beneficial owner of a Global Security, a
member of, or a participant in the Depository or any other Person with respect
to the accuracy of the records of the Depository or its nominee or of any
participant or member thereof, with respect to any ownership interest in the
Securities or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depository) of any notice
(including any notice of redemption or repurchase) or the payment of any
amount, under or with respect to such Securities.  All notices and communications to be given to
the Holders and all payments to be made to Holders under the Securities shall
be given or made only to the registered Holders (which shall be the Depository
or its nominee in the case of a Global Security).  The rights of beneficial owners in any Global
Security shall be exercised only through the Depository subject to the
applicable rules and procedures of the Depository.  The Trustee may rely and shall be fully
protected in relying upon information furnished by the Depository with respect
to its members, participants and any beneficial owners.


 


(ii)  The Trustee shall have no
obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Security (including any
transfers between or among Depository participants, members or beneficial
owners in any Global Security) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by, the terms of this


 


9





















 


Indenture, and
to examine the same to determine substantial compliance as to form with the
express requirements hereof.


 


2.4  Definitive Securities


 


(a)  A
Global Security deposited with the Depository or with the Trustee as Securities
Custodian pursuant to Section 2.1 shall be transferred to the beneficial
owners thereof in the form of Definitive Securities in an aggregate principal
amount equal to the principal amount of such Global Security, in exchange for
such Global Security, only if such transfer complies with Section 2.3 and
(i) the Depository notifies the Company that it is unwilling or unable to
continue as a Depository for such Global Security or if at any time the
Depository ceases to be a “clearing agency” registered under the Exchange Act,
and a successor Depository is not appointed by the Company within 90 days
of such notice, or (ii) a Default or an Event of Default has occurred and
is continuing or (iii) the Company, in its sole discretion, notifies the
Trustee in writing that it elects to cause the issuance of Definitive
Securities under this Indenture.


 


(b)  Any
Global Security that is transferable to the beneficial owners thereof pursuant
to this Section 2.4 shall be surrendered by the Depository to the Trustee,
to be so transferred, in whole or from time to time in part, without charge,
and the Trustee shall authenticate and deliver, upon such transfer of each
portion of such Global Security, an equal aggregate principal amount of
Definitive Securities of authorized denominations.  Definitive Securities issued in exchange for
any portion of a Global Security transferred pursuant to this Section shall be
executed, authenticated and delivered only in denominations of US$100,000 and
integral multiples of US$1,000 in excess thereof and registered in such names
as the Depository shall direct.  Any Definitive
Security delivered in exchange for an interest in the Global Security shall,
except as otherwise provided by Section 2.3(c), bear the restricted
securities legend set forth in Exhibit 1 hereto.


 


(c)  The
registered Holder of a Global Security may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action that a Holder is entitled
to take under this Indenture or the Securities.


 


(d)  In
the event of the occurrence of any of the events specified in
Section 2.4(a)(i), (ii) or (iii), the Company will promptly make
available to the Trustee a reasonable supply of Definitive Securities in
definitive, fully registered form without interest coupons.


 


10





















 


EXHIBIT 1


to APPENDIX A


 


[FORM OF FACE OF INITIAL SECURITY]


 


[Global
Securities Legend]


 


UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF.


 


[Restricted
Securities Legend]


 


THE SECURITIES
EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
REQUESTS) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF
THE STATES OF THE UNITED STATES.


 





















 


[Definitive
Securities Legend]


 


[IN CONNECTION WITH ANY
TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.]


 


2





















 


[FORM OF FACE OF INITIAL SECURITY]


 


	
  No.

  	
   

  	
  [up to]**$              

  



 


7.500%  Notes due 2035


 


CUSIP No.       


 


SOUTHERN PERU
COPPER CORPORATION, a Delaware corporation, promises to pay to [Cede &
Co.]**, or registered assigns, the principal sum
[of                 Dollars]*
[as set forth on the Schedule of Increases or Decreases annexed hereto]** on July 27, 2015.


 


Interest
Payment Dates: January 27 and July 27.


 


Record Dates: January 15
and July 15.


 


Additional
provisions of this Security are set forth on the other side of this Security.


 


IN WITNESS
WHEREOF, the parties have caused this instrument to be duly executed.


 


	
   

  	
  SOUTHERN PERU COPPER

  CORPORATION,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 










* Insert for
Definitive Securities


 


**Insert for
Global Securities


 





















 


TRUSTEE’S CERTIFICATE OF

AUTHENTICATION


 


Dated:


 


THE BANK OF NEW
YORK,


 


as Trustee,
certifies


that this is
one of


the Securities
referred


to in the
Indenture.


 


 


	
  by:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


2





















 


[FORM OF REVERSE SIDE OF INITIAL SECURITY]


 


7.500% Notes
due 2035


 


1.  Interest


 


(a) SOUTHERN
PERU COPPER CORPORATION, a Delaware corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being
herein called the “Company”), promises to pay interest on the principal amount
of this Security at the rate per annum shown above.  The Company will pay interest semiannually on
January 27 and July 27 of each year, commencing January 27, 2006.  Interest on the Securities will accrue from
the most recent date to which interest has been paid or, if no interest has
been paid, from July 27, 2005. 
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months.  The Company shall pay interest
on overdue principal at the rate borne by the Securities plus 1% per annum, and
it shall pay interest on overdue installments of interest at the rate borne by
the Securities to the extent lawful.


 


(b) Special
Interest.  The holder of this
Security is entitled to the benefits of a Registration Rights Agreement, dated
as of July 27, 2005, between the Company and the Initial Purchasers named
therein (the “Registration Agreement”). 
Capitalized terms used in this paragraph (b) but not defined herein
have the meanings assigned to them in the Registration Agreement.  In the event that (i) neither the
Exchange Offer Registration Statement nor the Shelf Registration Statement has
been filed with the Commission on or prior to the 120th day following the
date of the original issuance of the Securities, (ii) the Exchange Offer
Registration Statement has not been declared effective on or prior to the 180th day
following the date of the original issuance of the Securities,
(iii) neither the Registered Exchange Offer has been consummated nor the
Shelf Registration Statement has been declared effective on or prior to the 225th day
following the date of the original issuance of the Securities, or
(iv) after either the Exchange Offer Registration or Shelf Registration
Statement has been declared effective, such Registration Statement thereafter
ceases to be effective or usable in connection with resales of the Securities or
Exchange Securities in accordance with and during the periods specified in the
Registration Agreement (each such event referred to in clauses (i) through
(iv) above being referred to herein as a “Registration Default”), interest (the
“Special Interest”) shall accrue on the principal amount of the Securities and
the Exchange Securities (in addition to stated interest on the Securities and
the Exchange Securities) from and including the date on which any such
Registration Default shall occur to but excluding the date on which all
Registration Defaults have been cured, at a rate per annum equal to 0.25% of
the principal amount of the Securities; provided, however, that
such rate per annum shall increase by 0.25% per annum from and including the 121st
day after the first such Registration Default unless and until all Registration
Defaults have been cured; provided further, however, that in no
event shall the Special Interest accrue at a rate in excess of 0.50% per
annum.  The Special Interest will be
payable in cash semiannually in arrears each January 27 and July 27.


 


3





















 


2.  Method of Payment


 


The Company
will pay interest on the Securities (except defaulted interest) to the Persons
who are registered holders of Securities at the close of business on the January 15
or July 15 next preceding the interest payment date even if Securities are
canceled after the record date and on or before the interest payment date.  Holders must surrender Securities to a Paying
Agent to collect principal payments.  The
Company will pay principal and interest in money of the United States of
America that at the time of payment is legal tender for payment of public and
private debts.  Payments in respect of
the Securities represented by a Global Security (including principal, premium
and interest) will be made by wire transfer of immediately available funds to
the accounts specified by The Depository Trust Company.  Payments on the Securities will be made at
the office or agency of the Paying Agent and Registrar within the city and
State of New York in the United States or at the office of the Luxembourg
Paying Agent and Transfer Agent in Luxembourg unless the Company elects to make
interest payments by check mailed to the Holders at their address set forth in
the Register; provided, however, that payments on the Securities
may also be made, in the case of a Holder of at least $10,000,000 in aggregate
principal amount of Securities, by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Company to such
effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).


 


3.  Paying Agent and Registrar


 


Initially, THE
BANK OF NEW YORK, a New York corporation (the “Trustee”), will act as
Paying Agent and Registrar and The Bank of New York (Luxembourg S.A.) will act
as Luxembourg Paying Agent and Transfer Agent. 
The Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice.  The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.


 


4.  Indenture


 


The Company
issued the Securities under an Indenture dated as of July 27, 2005 (the “Indenture”),
between the Company and the Trustee.  The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”).  Terms defined in the Indenture and not
defined herein have the meanings ascribed thereto in the Indenture.  The Securities are subject to all such terms,
and Securityholders are referred to the Indenture and the TIA for a statement
of those terms.


 


The Securities
are senior unsecured obligations of the Company unlimited in principal
amount.  [This Security is one of the
Original Securities referred to in the Indenture issued in an aggregate
principal amount of $600,000,000.  The
Securities include the Original Securities, additional Initial Securities that
may be issued under the Indenture, and any Exchange Securities issued in
exchange for Initial Securities].  [This


 


4





















 


Security is one of the additional
Initial Securities referred to in the Indenture.  The Securities include such additional
Securities, the Original Securities in an aggregate principal amount of $600,000,000
previously issued under the Indenture and any Exchange Securities issued in
exchange for Initial Securities.  The
additional Initial Securities, the Original Securities and the Exchange
Securities are treated as a single class of securities under the
Indenture.]  The Original Securities,
such additional Initial Securities and the Exchange Securities are treated as a
single class of securities under the Indenture. 
The Indenture imposes certain limitations on the ability of the Company
and its Subsidiaries to, among other things, create or incur Liens and enter
into Sale and Leaseback transactions and limitations on the ability of
Subsidiaries to incur Indebtedness.  The
Indenture also imposes limitations on the ability of the Company to consolidate
or merge with or into any other Person or convey or transfer its assets
substantially as an entity.  If the
Company attains Investment Grade Status, and notwithstanding that the Company
may later cease to have an Investment Grade Rating from any of the Rating
Agencies, the Company and its Subsidiaries will be released from their
obligations to comply with certain of 
the restrictive covenants in the Indenture.


 


5.  Optional Redemption


 


(a)  Except
as set forth below, the Securities may not be redeemed prior to their Stated
Maturity.  The Company is not, however,
prohibited from acquiring the Securities by means other than a redemption,
whether pursuant to a tender offer, open market purchase or otherwise, so long
as the acquisition does not otherwise violate the terms of the Indenture.


 


(b)  The Securities may be redeemed, in whole or
in part, at any time and from time to time, at the Company’s option at a
redemption price equal to the greater of (i) 100% of the principal amount
of the Securities to be redeemed, and (ii) the sum of the present values
of the Remaining Scheduled Payments of principal and interest on the Securities
to be redeemed (exclusive of interest accrued to the applicable redemption
date) discounted to that redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus
50 basis points; plus, in the case of both clause (i) and
clause (ii) above, accrued and unpaid interest on the principal amount of
the Securities being redeemed to, but not including, the date of
redemption.  Notwithstanding the
foregoing, payments of interest on the Securities will be payable to the
Holders of those Securities registered as such at the close of business on the
relevant record dates according to the terms and provisions of the Indenture.


 


6.  Sinking Fund


 


The Securities
are not subject to any sinking fund.


 


7.  Notice of Redemption


 


Notice of
redemption will be mailed by first-class mail at least 30 days but not
more than 60 days before the redemption date to each Holder of Securities
to be redeemed at his or her registered address.  Any notice to Holders of Securities of such a


 


5





















 


redemption pursuant to
clause (b) in paragraph 5 needs to include the appropriate
calculation of the redemption price, but does not need to include the
redemption price itself.  The actual
redemption price, calculated as described in such clause (b), must be set
forth in an Officers’ Certificate delivered to the Trustee no later than two
Business Days prior to the redemption date. 
Securities in denominations larger than $100,000 may be redeemed in part
but only in whole multiples of $1,000. 
If money sufficient to pay the redemption price of and accrued interest
on all Securities (or portions thereof) to be redeemed on the redemption date
is deposited with the Paying Agent on or before the redemption date and certain
other conditions are satisfied, on and after such date interest ceases to
accrue on such Securities (or such portions thereof) called for redemption.


 


8.  Repurchase of Securities at the Option of
Holders upon Change of Control Triggering Event


 


Upon a Change
of Control Triggering Event, any Holder of Securities will have the right,
subject to certain conditions specified in the Indenture, to cause the Company
to repurchase all or any part of the Securities of such Holder at a purchase
price equal to 101% of the principal amount of the Securities to be repurchased
plus accrued and unpaid interest, if any, to the date of purchase (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date that is on or prior to the date of
purchase) as provided in, and subject to the terms of, the Indenture.


 


9.  Denominations; Transfer; Exchange


 


The Securities
are in registered form without coupons in denominations of $100,000 and integral
multiples of $1,000 in excess thereof.  A
Holder may transfer or exchange Securities in accordance with the
Indenture.  Upon any transfer or
exchange, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay
any taxes required by law or permitted by the Indenture.  The Registrar need not register the transfer
of or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be
redeemed) or to transfer or exchange any Securities from the record date to the
due date for any payment of principal of, or interest on, the Securities or for
15 days prior to selection for redemption through the date of redemption.


 


10.  Persons Deemed Owners


 


The registered
Holder of this Security may be treated as the owner of it for all purposes.


 


11.  Unclaimed Money


 


If money for
the payment of principal or interest remains unclaimed for two years, the
Trustee or Paying Agent shall pay the money back to the Company at its written
request unless an abandoned property law designates another Person.  After any


 


6





















 


such payment, Holders entitled
to the money must look only to the Company and not to the Trustee for payment.


 


12.  Discharge and Defeasance


 


Subject to
certain conditions, the Company at any time may terminate some of or all its
obligations under the Securities and the Indenture if the Company deposits with
the Trustee money or U.S. Government Obligations for the payment of principal
and interest on the Securities to redemption or maturity, as the case may be.


 


13.  Amendment, Waiver


 


Subject to
certain exceptions set forth in the Indenture, (i) the Indenture or the
Securities may be amended without prior notice to any Securityholder but with
the written consent of the Holders of at least a majority in aggregate
principal amount of the outstanding Securities and (ii) any default or
noncompliance with any provision may be waived with the written consent of the
Holders of at least a majority in principal amount of the outstanding
Securities.  Subject to certain
exceptions set forth in the Indenture, without the consent of each Holder of
Securities, the Company and the Trustee may not amend the Indenture or the
Securities to:  change any installment of
interest with respect to any Security or reduce the principal amount of or
interest with respect to any Security; change cash prices at which the
Securities may be redeemed by the Issuer; reduce the premium payable upon a
Change of Control Triggering Event or, at any time after a Change of Control
Triggering Event has occurred, change the time at which the Change of Control
Offer relating thereto must be made or at which the Securities must be
repurchased pursuant to such Change of Control Offer; change the currency in
which, or change the required place at which, payment with respect to principal
of or interest with respect to the Securities is payable; or reduce the
above-stated percentage of principal amount outstanding of Securities required
to modify or amend the Indenture or the terms or conditions of the Securities
or to waive any future compliance or past default.


 


14.  Defaults and Remedies


 


If an Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the Securities then outstanding, subject to
certain limitations, may declare all the Securities to be immediately due and
payable.  Certain events of bankruptcy or
insolvency are Events of Default and shall result in the Securities being
immediately due and payable upon the occurrence of such Events of Default
without any further act of the Trustee or any Holder.


 


Holders of
Securities may not enforce the Indenture or the Securities except as provided
in the Indenture.  The Trustee may refuse
to enforce the Indenture or the Securities unless it receives reasonable
indemnity or security.  Subject to
certain limitations, Holders of a majority in aggregate principal amount of the
Securities then outstanding may direct the Trustee in its exercise of any trust
or power under the Indenture.  The
Holders of a majority in aggregate principal amount of the Securities then
outstanding, by written notice to the Company and the Trustee, may rescind any


 


7





















 


declaration of acceleration and
its consequences if the rescission would not conflict with any judgment or
decree, and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of the
acceleration.


 


15.  Trustee Dealings with the Company


 


Subject to
certain limitations imposed by the TIA, 
the Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal
with and collect obligations owed to it by the Company or its Affiliates and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee.


 


16.  No Recourse Against Others


 


A director,
officer, employee or stockholder, as such, of the Company or any Subsidiary shall
not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.  By
accepting a Security, each Securityholder waives and releases all such
liability.  The waiver and release are
part of the consideration for the issue of the Securities.


 


Authentication


 


This Security
shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the
other side of this Security.


 


Abbreviations


 


Customary
abbreviations may be used in the name of a Securityholder or an assignee, such
as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN
(=joint tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


Governing Law


 


THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


 


CUSIP Numbers


 


Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the
Securities and has directed the Trustee to use CUSIP numbers in notices of


 


8





















 


redemption as a convenience to
Securityholders.  No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.


 


THE COMPANY WILL FURNISH TO ANY HOLDER OF SECURITIES UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN
IT THE TEXT OF THIS SECURITY.


 


9





















 


ASSIGNMENT FORM


 


To assign this
Security, fill in the form below:


 


I or we assign
and transfer this Security to


 


(Print or type
assignee’s name, address and zip code)


 


(Insert
assignee’s soc. sec. or tax I.D. No.)


 


and
irrevocably appoint agent to transfer this Security on the books of the
Company.  The agent may substitute
another to act for him.


 


	
   

  	
   

  
	
   

  
	
  Date: 

  	
   

  	
   Your Signature: 

  	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
  Sign exactly
  as your name appears on the other side of this Security.

  
						



 


In connection
with any transfer of any of the Securities evidenced by this certificate
occurring prior to the expiration of the period referred to in Rule 144(k)
under the Securities Act after the later of the date of original issuance
of such Securities and the last date, if any, on which such Securities were
owned by the Company or any Affiliate of the Company, the undersigned confirms
that such Securities are being transferred in accordance with its terms:


 


CHECK ONE BOX
BELOW


 


	
  (1)

  	
   ̈

  	
  to the
  Company; or

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   ̈

  	
  pursuant to
  an effective registration statement under the Securities Act of 1933; or

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   ̈

  	
  inside the
  United States to a “qualified institutional buyer” (as defined in
  Rule 144A under the Securities Act of 1933) that purchases for its own
  account or for the account of a qualified institutional buyer to whom notice
  is given that such transfer is being made in reliance on Rule 144A, in
  each case pursuant to and in compliance with Rule 144A under the
  Securities Act of 1933; or

  
	
   

  	
   

  	
   

  
	
  (4)

  	
   ̈

  	
  outside the
  United States in an offshore transaction within the meaning of
  Regulation S under the Securities Act in compliance with Rule 904 under
  the Securities Act of 1933; or

  
	
   

  	
   

  	
   

  
	
  (5)

  	
   ̈

  	
  pursuant to
  the exemption from registration provided by Rule 144 under the
  Securities Act of 1933.

  



 


10





















 


Unless one of the boxes is checked, the Trustee will refuse to register
any of the Securities evidenced by this certificate in the name of any person
other than the registered holder thereof; provided, however, that
if box (5) is checked, the Trustee may require, prior to registering any
such transfer of the Securities, such legal opinions, certifications and other
information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933.


 


	
   

  	
   

  
	
   

  	
  Your
  Signature

  



 


Signature
Guarantee:


 


	
  Date: 

  	
   

  	
   

  	
   

  	
   

  
	
  Signature
  must be guaranteed

  by a participant in a

  recognized signature guaranty

  medallion program or other

  signature guarantor acceptable

  to the Trustee

  	
  Signature of Signature

  Guarantee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  



 


TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.


 


The
undersigned represents and warrants that it is purchasing this Security for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


	
  Dated: 

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE:  To be executed by

  an executive officer

  



 


11





















 


[TO BE ATTACHED TO GLOBAL SECURITIES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


 


The initial
principal amount of this Global Security is $600,000,000.  The following increases or decreases in this
Global Security have been made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount of decrease in

  Principal Amount of this

  Global Security

  	
   

  	
  Amount of increase in

  Principal Amount of this

  Global Security

  	
   

  	
  Principal amount of this

  Global Security following

  such decrease or increase

  	
   

  	
  Signature of authorized

  signatory of Trustee or

  Securities Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


12





















 


OPTION OF HOLDER
TO ELECT PURCHASE


 


If you
want to elect to have this Security purchased by the Company pursuant to
Section 4.06 (Change of Control Triggering Event) of the Indenture, check
the box:


 


Q


 


If you
want to elect to have only part of this Security purchased by the Company
pursuant to Section 4.06 of the Indenture, state the amount:


 


$


 


	
  Date: 

  	
   

  	
   Your Signature: 

  	
   

  	
   

  
	
  (Sign
  exactly as your name appears on the other side of the Security)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
	
   

  	
  Signature must be guaranteed by a
  participant in a

  recognized signature guaranty medallion program

  or other signature guarantor acceptable to the

  Trustee.

  	
   

  
									



 


13





















 


EXHIBIT A


 


[FORM OF FACE
OF SECURITY]


 


	
  No.

  	
   

  	
  [up to]** $              

  



 


7.500% Notes
due 2035


 


CUSIP No.       


 


SOUTHERN PERU
COPPER CORPORATION, a Delaware corporation, promises to pay to [Cede &
Co.]**, or registered assigns, the principal sum
[of                 Dollars]*
[as set forth on the Schedule of Increases or Decreases annexed hereto]** on July 27, 2015.


 


Interest
Payment Dates: January 27 and July 27.


 


Record Dates: January 15
and July 15.


 


Additional
provisions of this Security are set forth on the other side of this Security.


 


IN WITNESS
WHEREOF, the parties have caused this instrument to be duly executed.


 


	
   

  	
  SOUTHERN PERU COPPER

  CORPORATION,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


TRUSTEE’S CERTIFICATE OF

AUTHENTICATION


 


Dated:


 










* Insert for
Definitive Securities


 


**Insert for
Global Securities


 





















 


 


THE BANK OF
NEW YORK,


 


as Trustee, certifies

that this is one of

the Securities referred

to in the Indenture.


 


 


	
  by:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


 










*/
If the Security is to be issued in global form, add the Global Securities
Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1
captioned “TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES
IN GLOBAL SECURITY”.


 


2





















 


[FORM OF REVERSE SIDE OF SECURITY]


 


7.500% Notes
due 2035


 


1.  Interest.


 


SOUTHERN PERU
COPPER CORPORATION, a Delaware corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being
herein called the “Company”), promises to pay interest on the principal amount
of this Security at the rate per annum shown above.  The Company will pay interest semiannually on
January 27 and July 27 of each year, commencing January 27, 2006.  Interest on the Securities will accrue from
the most recent date to which interest has been paid or, if no interest has
been paid, from July 27, 2005. 
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months.  The Company shall pay interest
on overdue principal at the rate borne by the Securities plus 1% per annum, and
it shall pay interest on overdue installments of interest at the rate borne by
the Securities to the extent lawful.


 


2.  Method of Payment


 


The Company
will pay interest on the Securities (except defaulted interest) to the Persons
who are registered holders of Securities at the close of business on the January 15
or July 15 next preceding the interest payment date even if Securities are
canceled after the record date and on or before the interest payment date.  Holders must surrender Securities to a Paying
Agent to collect principal payments.  The
Company will pay principal and interest in money of the United States of
America that at the time of payment is legal tender for payment of public and
private debts.  Payments in respect of
the Securities represented by a Global Security (including principal, premium
and interest) will be made by wire transfer of immediately available funds to
the accounts specified by The Depository Trust Company.  Payments on the Securities will be made at
the office or agency of the Paying Agent and Registrar within the city and
State of New York in the United States or at the office of the Luxembourg Paying
Agent and Transfer Agent in Luxembourg unless the Company elects to make
interest payments by check mailed to the Holders at their address set forth in
the Register; provided, however, that payments on the Securities
may also be made, in the case of a Holder of at least $10,000,000 in aggregate
principal amount of Securities, by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Company to such
effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).


 


3.  Paying Agent and Registrar


 


Initially, THE
BANK OF NEW YORK, a New York (the “Trustee”), will act as Paying Agent and
Registrar and The Bank of New York (Luxembourg S.A.) will act as Luxembourg Paying
Agent and Transfer Agent.  The Company
may appoint and


 


3





















 


change any Paying Agent,
Registrar or co-registrar without notice. 
The Company or any of its Subsidiaries may act as Paying Agent or Registrar.


 


4.  Indenture


 


The Company
issued the Securities under an Indenture dated as of July 27, 2005 (the “Indenture”),
between the Company and the Trustee.  The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”).  Terms defined in the Indenture and not
defined herein have the meanings ascribed thereto in the Indenture.  The Securities are subject to all such terms,
and Securityholders are referred to the Indenture and the TIA for a statement
of those terms.


 


The Securities
are senior unsecured obligations of the Company unlimited in aggregate
principal amount.  This Security is one
of the Exchange Securities referred to in the Indenture issued in exchange for
Initial Securities.  The Securities include
the Exchange Securities, the Original Securities in the aggregate principal
amount of $600,000,000 and additional Initial Securities.  The Exchange Securities, the Original
Securities and such additional Initial Securities are treated as a single class
of securities under the Indenture.  The
Indenture imposes certain limitations on the ability of the Company and its
Subsidiaries to, among other things, create or incur Liens and enter into Sale
and Leaseback transactions and limitations on the ability of Subsidiaries to
incur Indebtedness.  The Indenture also
imposes limitations on the ability of the Company to consolidate or merge with
or into any other Person or If the Company attains Investment Grade Status, and
notwithstanding that the Company may later cease to have an Investment Grade
Rating from any of the Rating Agencies, the Company and its Subsidiaries will
be released from their obligations to comply with certain of  the restrictive covenants in the Indenture.


 


5.  Optional Redemption


 


(a)  Except
as set forth below, the Securities are not redeemable at the Company’s option.  The Company is not, however, prohibited from
acquiring the Securities by means other than a redemption, whether pursuant to
a tender offer, open market purchase or otherwise, so long as the acquisition
does not otherwise violate the terms of the Indenture.


 


(b)  The Securities may be redeemed, in whole or
in part, at any time and from time to time, at the Company’s option at a
redemption price equal to the greater of (i) 100% of the principal amount
of the Securities to be redeemed, and (ii) the sum of the present values
of the Remaining Scheduled Payments of principal and interest on the Securities
to be redeemed (exclusive of interest accrued to the applicable redemption date)
discounted to that redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis
points; plus, in the case of both clause (i) and clause (ii) above,
accrued and unpaid interest on the principal amount of the Securities being
redeemed to, but not including, the date of redemption.


 


4





















 


Notwithstanding the foregoing,
payments of interest on the Securities will be payable to the Holders of those
Securities registered as such at the close of business on the relevant record
dates according to the terms and provisions of the Indenture.


 


6. Sinking Fund


 


The Securities
are not subject to any sinking fund.


 


7.  Notice of Redemption


 


Notice of
redemption will be mailed by first-class mail at least 30 days but not
more than 60 days before the redemption date to each Holder of Securities
to be redeemed at his or her registered address.  Any notice to Holders of Securities of such a
redemption pursuant to clause (b) in paragraph 5 needs to include the
appropriate calculation of the redemption price, but does not need to include
the redemption price itself.  The actual
redemption price, calculated as described in such clause (b), must be set forth
in an Officers’ Certificate delivered to the Trustee no later than two Business
Days prior to the redemption date.  Securities
in denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000.  If money sufficient
to pay the redemption price of and accrued interest on all Securities (or
portions thereof) to be redeemed on the redemption date is deposited with the
Paying Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Securities
(or such portions thereof) called for redemption.


 


8.  Repurchase of Securities at the Option of
Holders upon Change of Control Triggering Event


 


Upon a Change
of Control Triggering Event, Holders of securities will have the right, subject
to certain conditions specified in the Indenture, to cause the Company to
repurchase all or any part of the Securities of such Holder at a purchase price
equal to 101% of the principal amount of the Securities to be repurchased plus
accrued and unpaid interest, if any, to the date of purchase (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date that is on or prior to the date of
purchase) as provided in, and subject to the terms of, the Indenture.


 


9.  Denominations; Transfer; Exchange


 


The Securities
are in registered form without coupons in denominations of $100,000 and integral
multiples of $1,000 in excess thereof.  A
Holder may transfer or exchange Securities in accordance with the
Indenture.  Upon any transfer or
exchange, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay
any taxes required by law or permitted by the Indenture.  The Registrar need not register the transfer
of or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be
redeemed) or to transfer or exchange any Securities from the record date to the
due date for any payment of principal of, or interest


 


5





















 


on, the Securities or for 15
days prior to selection for redemption through the date of redemption.


 


10.  Persons Deemed Owners


 


The registered
Holder of this Security may be treated as the owner of it for all purposes.


 


11.  Unclaimed Money


 


If money for
the payment of principal or interest remains unclaimed for two years, the
Trustee or Paying Agent shall pay the money back to the Company at its written
request unless an abandoned property law designates another Person.  After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee for payment.


 


12.  Discharge and Defeasance


 


Subject to
certain conditions, the Company at any time may terminate some of or all its
obligations under the Securities and the Indenture if the Company deposits with
the Trustee money or U.S. Government Obligations for the payment of principal and
interest on the Securities to redemption or maturity, as the case may be.


 


13.  Amendment, Waiver


 


Subject to
certain exceptions set forth in the Indenture, (i) the Indenture or the
Securities may be amended without prior notice to any Securityholder but with
the written consent of the Holders of at least a majority in aggregate
principal amount of the outstanding Securities and (ii) any default or
noncompliance with any provision may be waived with the written consent of the
Holders of at least a majority in principal amount of the outstanding
Securities.  Subject to certain
exceptions set forth in the Indenture, without the consent of each Holder of
Securities, the Company and the Trustee may not amend the Indenture or the
Securities to:  change any installment of
interest with respect to any Security or reduce the principal amount of or
interest with respect to any Security; change cash prices at which the
Securities may be redeemed by the Issuer; reduce the premium payable upon a
Change of Control Triggering Event or, at any time after a Change of Control
Triggering Event has occurred, change the time at which the Change of Control
Offer relating thereto must be made or at which the Securities must be
repurchased pursuant to such Change of Control Offer; change the currency in
which, or change the required place at which, payment with respect to principal
of or interest with respect to the Securities is payable; or reduce the
above-stated percentage of principal amount outstanding of Securities required
to modify or amend the Indenture or the terms or conditions of the Securities
or to waive any future compliance or past default.


 


6





















 


14.  Defaults and Remedies


 


If an Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the Securities then outstanding, subject to
certain limitations, may declare all the Securities to be immediately due and
payable.  Certain events of bankruptcy or
insolvency are Events of Default and shall result in the Securities being
immediately due and payable upon the occurrence of such Events of Default
without any further act of the Trustee or any Holder.


 


Holders of
Securities may not enforce the Indenture or the Securities except as provided
in the Indenture.  The Trustee may refuse
to enforce the Indenture or the Securities unless it receives reasonable
indemnity or security.  Subject to certain
limitations, Holders of a majority in aggregate principal amount of the Securities
then outstanding may direct the Trustee in its exercise of any trust or power
under the Indenture.  The Holders of a
majority in aggregate principal amount of the Securities then outstanding, by
written notice to the Company and the Trustee, may rescind any declaration of
acceleration and its consequences if the rescission would not conflict with any
judgment or decree, and if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of the acceleration.


 


15.  Trustee Dealings with the Company


 


Subject to
certain limitations imposed by the TIA, 
the Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal
with and collect obligations owed to it by the Company or its Affiliates and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee.


 


16.  No Recourse Against Others


 


A director,
officer, employee or stockholder, as such, of the Company or any Subsidiary shall
not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.  By
accepting a Security, each Securityholder waives and releases all such
liability.  The waiver and release are
part of the consideration for the issue of the Securities.


 


17.  Authentication


 


This Security
shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the
other side of this Security.


 


18.  Abbreviations


 


Customary
abbreviations may be used in the name of a Securityholder or an assignee, such
as TEN COM (=tenants in common), TEN ENT (=tenants by the


 


7





















 


entireties), JT TEN (=joint
tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


19.  Governing Law


 


THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


 


20.  CUSIP Numbers


 


Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the
Securities and has directed the Trustee to use CUSIP numbers in notices of
redemption as a convenience to Securityholders. 
No representation is made as to the accuracy of such numbers either as
printed on the Securities or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed thereon.


 


The
Company will furnish to any Holder of Securities upon written request and
without charge to the Holder a copy of the Indenture which has in it the text
of this Security.


 


8





















 


ASSIGNMENT FORM


 


To assign this
Security, fill in the form below:


 


I or we assign
and transfer this Security to


 


(Print or type
assignee’s name, address and zip code)


 


(Insert
assignee’s soc. sec. or tax I.D. No.)


 


and irrevocably
appoint                           agent
to transfer this Security on the books of the Company.  The agent may substitute another to act for
him.


 


	
   

  	
   

  
	
   

  
	
  Date: 

  	
   

  	
   Your Signature: 

  	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
  Sign exactly
  as your name appears on the other side of this Security.  Signature must be

  guaranteed by a participant in a recognized signature guaranty medallion
  program or

  other signature guarantor acceptable to the Trustee.

  
						



 


9





















 


OPTION OF HOLDER
TO ELECT PURCHASE


 


If you
want to elect to have this Security purchased by the Company pursuant to
Section 4.06 (Change of Control Triggering Event) of the Indenture, check
the box:


 


Q


 


If you
want to elect to have only part of this Security purchased by the Company
pursuant to Section 4.06 of the Indenture, state the amount:


 


$


 


	
  Date: 

  	
   

  	
   Your Signature: 

  	
   

  	
   

  
	
  (Sign
  exactly as your name appears on the other side of the Security)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature
  must be guaranteed by a

  participant in a recognized signature

  guaranty medallion program or other

  signature guarantor acceptable to the

  Trustee.

  	
   

  
									



 


10