Exhibit
10.24.4


 


Banco de Crédito BCP


 


Management


BC-AAJM-032/04


 


 


La
Molina, February 16, 2004


 


Messrs


DOE RUN PERU SRL


San
Isidro.-


 


 


Attention:  Mr. Eric Peitz


 


 


Ref.:  DOE RUN PERU’s Addenda 


 


 


Dear Sirs:


 


 


In compliance with
your request, enclosed please find a hard copy of the Minutes of the Amendment
to the Foreign Currency Credit Line Facility Agreement signed by
representatives duly authorized by Banco de Crédito – BCP.


 


Please feel free to
contact us for any further information.


 


	
  Sincerely yours,

  	
   

  
	
  (Illegible signature)

  	
   

  	
  (Illegible signature)

  	
   

  
	
  Jorge Mujica

  	
  Juan Espinosa

  
	
  Deputy Manager

  	
  Officer

  
				



 


1

















 


Mr.
Notary:


 


Kindly
register in your registry of Public Deeds, an AMENDMENT TO THE FOREIGN CURRENCY CREDIT
LINE FACILITY AGREEMENT, entered into by and between each of the
following entities:


 


•                                         BANCO DE CREDITO DEL PERÚ, with Sole Taxpayers’ Registration (RUC) No. 20100047218, domiciled at
Calle Centenario No 156, Las Laderas de Melgarejo, La Molina, Lima, duly
represented by Mr. Walter Bayly Llona, identified with National Identity
Document (DNI) No. 10305116 and by Mr. Andres Arredondo Bellido, identified
with DNI No. 10543236, empowered to this effect as per powers of attorney
registered in Entry C000026, of Electronic Filing Card No. 11009127 of the Lima
Registry of Legal Entities;


 


•                                         DOE RUN PERÚ S.R.L., with RUC No, 20376303811, domiciled at Av. Víctor Andrés Belaunde
147, Vía Principal 155, Centro Empresarial Real - Torre Real 3, Piso 9, San
Isidro, duly represented by Mr. Albert Bruce Neil, identified with Alien
Residents’ Registration Card (CE) No. N-123475 and Mr. Jorge Antonio Jaramillo
Chipoco, identified with DNI No. 08257915, empowered to this effect as per
powers of attorney registered in Electronic Filing Card No. 11015369 of the
Lima Registry of Legal Entities, hereafter referred to as DRP; under the following
terms and conditions:


 


ONE:                                           BACKGROUND


 


1.1                                By means of the Foreign Currency Credit Line Facility Agreement
converted into a public deed before Lima Notary Public Dr. Ricardo Ortiz de
Zevallos, dated September 17, 2002 (hereafter the Credit


 


2

















 


Facility
Agreement), the Banks granted DRP a Credit Line Facility for up to
US$58,000,000.00 (FIFTY EIGHT MILLION AND 00/100 US DOLLARS) to be destined by DRP
to working capital for its foreign trade and/or domestic sales operations,
purchase of concentrates, raw materials, supplies, inventories, parts, as well
as for other operating costs and other working capital concepts.


 


Likewise,
by means of the Amendment and Regulation of the Foreign Currency Credit Line
Facility Agreement converted into Public Deed before Lima Notary Public Dr.
Ricardo Ortiz de Zevallos, dated June 16, 2003, the parties agreed to rule
certain aspects of the aforementioned Agreement.


 


1.2                                The parties hereby expressly mention that the terms whose first letter
is a capital letter and that are not expressly defined in this document shall
have the same meaning assigned to them under the Credit Facility Agreement.


 


1.3                                Pursuant to the provisions set forth in Clause Seventeen of the Credit
Facility Agreement, the parties reserved themselves the right to amend the
terms of said Agreement at any time they deemed it convenient; said amendments
having to be made by means of a public deed.


 


1.4                                The parties hereby have agreed to change the amount of the Minimum
Consolidated Net Shareholders’ Equity, forbid payments to Affiliates and change
the Credit Facility compensatory interest rate, in accord with the provisions
set forth in the following clauses.


 


3

















 


TWO:                                     AMENDMENT
TO THE DEFINITION OF MINIMUM CONSOLIDATED NET SHAREHOLDERS’ EQUITY


 


2.1                                The parties hereby agree to amend the first paragraph of the definition
of “Minimum Consolidated Net Shareholders’ Equity”, according to the following:


 


(i)                                    For the period between the date of the
signing of this Agreement and up to and including September 30, 2004, the
text of the first paragraph of the definition of Minimum Consolidated Net
Shareholders’ Equity that appears in Clause One, Sub-clause 1.1 of the Credit
Facility Agreement shall read as follows:


 


“Minimum
Consolidated Net Shareholders’ Equity :                                                DRP’s Minimum Consolidated Net
Shareholders’ Equity is US$220,000,000.00; where the Consolidated Net
Shareholders’ Equity is the summation of (i) all of the entries that in
accordance with the Generally Accepted Accounting Principles (GAAP)  in Peru, are carried as equity in its
Balance Sheet and (ii) the amount corresponding to capital stock representative
participations.  For purposes of
determining DRP’s Minimum Consolidated Net Shareholders’ Equity: (i) the
amount resulting from the before-mentioned formula shall be added to the amount
corresponding to the balance of the Subordinated Loan; and (ii) the difference
between accounts receivable from Affiliates and accounts payable to Affiliates
shall be deducted.  Accounts payable to
Affiliates must have been originated solely from activities that actually
correspond to the line of business and must have been 


 


4

















 


carried
out under market conditions. Without prejudice to the aforesaid, for purposes
of computing the Minimum Consolidated Net Shareholders’ Equity, solely the
accounts payable to Affiliates derived from investment in securities or
purchase of fixed assets shall be taken into consideration, provided (i) said
purchases are for amounts less than US$100,000.00 considered on an individual
basis, and US$300,000.00 accumulated during the term of effect of the  Credit Facility Agreement  and (ii) purchases which amounts are greater
than the amounts indicated in the preceding item (i), to the extent that said
purchases are made under terms that are not less favorable to DRP
than those that DRP could obtain from buyers different from its Affiliates, in
which case a verification by an independent consultant shall be required.


 


In
addition, write offs derived from Cobriza Mine Closure that do not affect DRP
cash flow as well as adjustments derived from hedge operations that do not
affect DRP
cash flow shall be excluded from the computation of the minimum Consolidated
Net Shareholders’ Equity.


 


Furthermore,
it is hereby left on record that accounting provisions made by DRP
solely for tax contingencies recorded in its accounting records, which
correspond to the tax assessments made by the Superintendencia Nacional de
Administración Tributaria (hereafter referred to as SUNAT) contained in
Determination Resolution No. 012-003-0002446, as well as the fine imposed by
means of Resolution Imposing a Fine No. 012-002-002518 shall be excluded for
purposes of the computation of the Minimum Consolidated Net Shareholders’
Equity.


 


5

















 


However,
it is hereby clear to the parties that should the claim filed by DRP
on January 23, 2004 against the aforementioned Determination Resolution
and Resolution Imposing a Fine be declared groundless, partly substantiated or
without merit/inadmissible by SUNAT, the following procedure shall go
into effect:


 


(i)                                    DRP shall notify the AGENT in writing, within two business days
counted as of the date it comes to know of the resolution issued  by SUNAT declaring the claim mentioned in the
preceding paragraph to be groundless, partially substantiated or without
merit/inadmissible.


 


(ii)                                DRP shall be able to submit a duly supported written request to
the AGENT
to continue excluding the amount of the contingency determined by SUNAT
from the computation of the Minimum Consolidated Net Shareholders’ Equity,
within a term of 15 business days counted as of the date of having informed the
AGENT
of SUNAT’s  resolution
declaring the claim filed on January 23, 2004 against the aforementioned
Determination Resolution and  Resolution
Imposing a Fine to be groundless, partially substantiated or without
merit/inadmissible.


 


(iii)                            The AGENT, upon the sole decision of the
Majority of the Banks shall either reject or accept the request referred to in
the preceding point (ii), within a term of 15 business days counted as of the
date the
AGENT is in receipt of the request made by DRP.  
If the AGENT 


 


6

















 


does
inform
DRP of its decision within said term, the request shall be understood
as denied.


 


(iv)                              In the case that: a) the request referred to in the
preceding point (ii) is rejected by the AGENT, or (b) if DRP does not deliver the
written request referred to in the preceding point (ii) within the term
established therein, the total amount of the contingency determined or
confirmed by SUNAT, by means of the resolution that rules on the claim
filed by DRP
on January 23, 2004 against the aforementioned Determination Resolution
and Resolution Imposing a Fine, shall be included in the computation of the
Minimum Consolidated Net Shareholders’ Equity.


 


2.1.2                                                                       Beginning October 1, 2004 and
thereafter, the text of the first paragraph of the definition of Minimum
Consolidated Net Shareholders’ Equity set forth in Clause 1, Sub-clause 1.1 of the
Credit Facility Agreement shall read as follows:


 


“Minimum
Consolidated Net Shareholders’ Equity :


 


DRP’s Minimum Consolidated Net Shareholders’ Equity is
US$225,000,000.00; where the Consolidated Net Shareholders’ Equity is the
summation of (i) all of the entries that in accordance with the Generally
Accepted Accounting Principles (GAAP) 
in Peru, appear as equity in its Balance Sheet and (ii) the amount
corresponding to capital stock representative participations.  For purposes of determining DRP’s
Minimum Consolidated Net Shareholders’ Equity: (i) the amount resulting from
the before-mentioned formula shall be


 


7

















 


added to
the amount corresponding to the balance of the Subordinated Loan; and (ii) the
difference between accounts receivable from Affiliates and accounts payable to
Affiliates shall be deducted.  Accounts
payable to Affiliates must have been originated solely from activities that
actually correspond to the line of business and must have been carried out
under market conditions. Without prejudice to the aforesaid, for purposes of
computing the Minimum Consolidated Net Shareholders’ Equity, solely accounts
payable to Affiliates derived from investment in securities or purchase of
fixed assets shall be taken into consideration provided (i) said purchases are
for amounts less than US$100,000.00 considered on an individual basis, and
US$300,000.00 accumulated during the term of effect of the  Credit Facility Agreement  and (ii) purchases which amounts are greater
than the amounts indicated in the preceding item (i) to the extent that said
purchases are made under terms that are not less favorable to DRP
than those that DRP could obtain from buyers different from its Affiliates, in
which case a verification by an independent consultant shall be required.


 


In
addition, write offs derived from Cobriza Mine Closure that do not affect DRP
cash flow as well as adjustments derived from hedge operations that do not
affect DRP
cash flow shall be excluded from the computation of the minimum Consolidated
Net Shareholders’ Equity.


 


Furthermore,
it is hereby left on record that accounting provisions made by DRP
solely for tax contingencies recorded in its accounting records, which
correspond to the tax assessments made by the Superintendencia Nacional de


 


8

















 


Administración
Tributaria (SUNAT) contained in Determination Resolution No. 012-003-0002446,
as well as the fine imposed by means of Resolution Imposing a Fine No.
012-002-002518 shall be excluded for purposes of the computation of the Minimum
Consolidated Net Shareholders’ Equity.


 


However,
it is hereby clear to the parties that should the claim filed by DRP
on January 23, 2004 against the aforementioned Determination Resolution
and Resolution Imposing a Fine be declared groundless, partly substantiated or
without merit/inadmissible by SUNAT, the following procedure shall go
into effect:


 


(i)                                    DRP shall notify the AGENT in writing, within two business days
counted as of the date it comes to know that the resolution issued  by SUNAT has declared the claim mentioned in
the preceding paragraph to be groundless, partially substantiated or without
merit/inadmissible.


 


(ii)                                DRP shall be able to submit a duly supported written request to
the AGENT
to continue excluding the amount of the contingency determined by SUNAT
from the computation of the Minimum Consolidated Net Shareholders’ Equity,
within a term of 15 business days counted as of the date of having informed the
AGENT
of SUNAT’s  resolution
declaring the claim filed on January 23, 2004 against the aforementioned
Determination Resolution and  Resolution
Imposing a Fine, to be groundless, partially substantiated or without
merit/inadmissible.


 


9

















 


(iii)                            The AGENT, upon the sole decision of the
Majority of the Banks shall either reject or accept the request referred to in
the preceding point (ii), within a term of 15 business days counted as of the
date the
AGENT is in receipt of the request made by DRP.  
If the AGENT does inform DRP of its decision within
said term, the written request shall be understood as denied.


 


(iv)                              In the case that: a) the request referred to in the
preceding point (ii) is rejected by the AGENT, or (b) if DRP does not deliver the
request referred to in the preceding point (ii) within the term established
therein, the total amount of the contingency determined or confirmed by SUNAT,
by means of the resolution that rules on the claim filed by DRP
on January 23, 2004 against the aforementioned Determination Resolution
and Resolution Imposing a Fine, shall be included in the computation of the
Minimum Consolidated Net Shareholders’ Equity.


 


2.2                                The parties hereby expressly
mention that the amendments to the Minimum Consolidated Net Shareholders’
Equity provided in the preceding Sub-clause 2.1 shall be effective in the
periods expressly established in each case.


 


2.3                                DRP hereby declares and accepts that should the
amount of the Minimum Consolidated Net Shareholders’ Equity be reduced -due to
any circumstance and disregarding the amount- 
and become lower than the amount established in its definition amended
by Sub-clause 2.1, item (i) hereof, that is, be less than US$220,000,000.00,
the 


 


10

















 


amount of the Credit Facility set forth in
Sub-clause 3.1 of the Credit Facility Agreement shall be reduced in the amount
of the difference that will exist regarding the amount of US$220,000,000.00 and
a new amount of the Credit Facility shall be established.  It is clear to the parties that should said
reduction be produced, the new amount of the Credit Facility (reduced) shall
remain in effect permanently (sine die) during the entire term of effect of the
Credit Facility Agreement.


 


THREE:                                                                 TEMPORARY PROHIBITION TO MAKE
PAYMENTS TO AFFILIATES


 


3.1                                The parties hereby agree that during the period in which the Minimum
Consolidated Net Shareholders’ Equity is US$220,000,000, that is, during the
period comprised between the date of the signing of this agreement up to and
including September 30, 2004, in accordance with the amendment provided in
the preceding Clause Two, Sub-clause 2.1, item (i), DRP hereby assumes the
obligation of abstaining from making any type of payment to “Affiliates”,
according to the definition given to this term in Clause One, Sub-clause 1.1 of
the Credit Facility Agreement.  Along
these lines, it is clear to the parties that DRP shall not be able to pay
any debt or obligation to its Affiliates during the above-mentioned term.


 


3.2                                The parties hereby leave on record that the total prohibition to make
payments to Affiliates agreed upon in the preceding Sub-clause 3.1, is made
without prejudice to what is established in the definition of “Cash Flow
Available for Distribution” (known as FCDD in Spanish)” set forth in Sub-clause
1.1 of the Credit Facility Agreement, the definition of “Minimum Consolidated
Net 


 


11

















 


Shareholders’
Equity” as amended by Sub-clause 2.1, item (i) of this document, the provisions
set forth in Sub-clauses 11.9 and 11.19 of the Credit Facility Agreement, as
well as any other reference to payments to Affiliates, whether provided or not,
in the Credit Facility Agreement. 
Therefore, the parties hereby agree that any reference that establishes
restrictions, limitations or any other reference with respect to payments to
Affiliates in the Credit Agreement, shall be understood as replaced by the
aforementioned total prohibition of payments to Affiliates, during the period
comprised between the date of the signing of this agreement and up to and
including September 30, 2004.


 


3.3                                The parties hereby agree that the only type of payment to Affiliates
that DRP
shall be able to make, on an exceptional basis, during the period comprised
between the date of the signing of this agreement and up to and including
September 30, 2004, shall be that which is ruled in this Sub-clause 3.3
and subject to the following terms and conditions:


 


(i)                                     DRP shall only be able to make payments to Affiliates that imply operating
expenses in which DRR may have incurred in DRP’s name;


 


(ii)                                  For DRP to be able to make a payment to an Affiliate permitted
pursuant to the provisions set forth in the preceding item (i),  DRP must deliver to the AGENT
in addition to the corresponding written request with detailed information
concerning to said request, an affidavit by means of which DRP declares under oath to
the AGENT:
a) that the requested payment is within the scope provided in the preceding
item (i); and b) in which DRP makes the 


 


12

















 


computation
of the Minimum Consolidated Net Shareholders’ Equity, accepting that after
making said payment DRP shall continue complying with the
Minimum Consolidated Net Shareholders’ Equity, as per the definition amended by
Sub-clause 2.1, item (i) of this document. 
DRP
must submit to the AGENT the aforementioned affidavit signed
by its legal representatives duly empowered to that effect, according with the
model affidavit that as Appendix A forms an integral part of this agreement;


 


(iii)                              DRP in no case whatsoever, disregarding its compliance or non-compliance
with what is agreed to in the preceding items (i) and (ii), shall be able to
request the AGENT to make payments to Affiliates that exceed the amount of
US$2,800,000.00 (Two million eight hundred thousand and 00/100 US Dollars),
whether considered individually or jointly, within the aforementioned term
comprised between the date of the signing of this agreement and up to and
including September 30, 2004.


 


FOUR:                                                         CHANGE IN INTEREST RATE


 


4.1                                The parties hereby agree to change the interest rate established in the
first paragraph of Sub-Clause 4.5 of Clause Four of the Credit Facility
Agreement and to replace it with the following text:


 


“4.5.                    Interest rate: : The
compensatory interest rate that disbursements made under the Revolving Credit
Line shall accrue during the term of use of the Credit Facility shall be a
fixed 4.95% annual effective rate.”


 


13

















 


4.2                                The parties hereby expressly
mention that the change in the compensatory interest rate provided in the
preceding Sub-clause 4.1 shall go into effect as of February 16, 2004 and
up to November 16, 2004.


 


4.3                                Upon the maturity of this
period, the rate will be again LIBOR plus 3.5%.  To this end, the parties hereby agree that as of
November 16, 2004 and while the Credit Facility Agreement is in force, the
text of the first paragraph of Sub-clause 4.5 of Clause Four of the Credit
Facility Agreement shall read as follows:


 


“4.5.                    Interest Rate: : The compensatory interest rate
that disbursements made under the Revolving Credit Line shall accrue during the
term of use of the Credit Facility shall be LIBOR at 1, 3 or 6 months
(depending on the term of the disbursement requested by DRP) plus 3.5%.  LIBOR at 1, 3 or 6 months is the interest
rate offered, for the same terms to deposits in Eurodollars on the London
Interbank Market, which rate is posted daily at 11:00 hr, as it appears in the
LIBO page of the monitor of the REUTERS information system (adjusted if
necessary to 1/16 of the closest higher 1%). The parties hereby agree and
mention that the interest rate agreed upon for this loan is of a floating
nature, according to variations of the LIBOR rate and by virtue of the
aforesaid, the AGENT shall set the rate that corresponds to each loan two (2)
business days before the date foreseen for the disbursement of the respective
loan, taking into account that the LIBOR rate that appears on the Reuters
Monitor as of said date.  The amount
that DRP
must pay as interest at the end of said term shall be fixed on that basis.”


 


14

















 


4.4                                 The parties hereby
agree that on February 16, 2004, DRP shall give the AGENT a new promissory note
that contains the amount of the principal owed by DRP by virtue of the Credit
Facility Agreement, using the format that as Exhibit 4 forms part of this
agreement (hereafter “Substitute Exhibit 4), and on the same date the AGENT
shall give back to DRP the promissory note in force as at that
moment.


 


4.5                                 The parties hereby
agree to amend Sub-clause 4.6 of the Credit Line Facility and replace it
entirely with the following text:


 


“4.6.                   Promissory Notes: Each
disbursement made under the Revolving Credit Line shall be instrumented by
means of the issue by DRP of a promissory note in favor of each
Bank, prorated based on the percent of their respective Commitments on the
total amount of each disbursement, using to this end the promissory note format
that as Substitute Exhibit 4, forms an integral part of this agreement.  Each one of the Banks hereby commits itself
to abstain from endorsing said promissory notes in favor of third parties,
unless the aforementioned endorsement is made as a result of an assignment or
participation, within the framework of the provisions set forth in Clause
Sixteen of this Credit Facility Agreement. The parties hereby declare that this
promissory note format may be modified by the AGENT at any time, provided
the modifications arise out of imperative changes in the Peruvian legislation
that rules promissory notes.  Likewise,
the promissory note format may be modified by means of a written agreement
between the parties.


 


The
promissory notes issued in the aforementioned manner shall be sent by DRP
directly to each one of the Banks, and the AGENT shall receive copy of the same.”


 


15

















 


4.6                                 By virtue of the
agreement provided in the preceding Sub-clause 4.5, the parties hereby agree to
amend Exhibit 4 of the Credit Facility Agreement (hereafter the “Original
Exhibit 4”) and to replace it with Substitute Exhibit 4 of this document.


 


The
parties hereby agree that as of November 16, 2004, Substitute Exhibit 4
shall be replaced with the Original Exhibit 4 that forms part of the Credit
Facility Agreement; that is, the Exhibit that was in force before the amendment
made by virtue of this Agreement.


 


To
this end, the parties hereby agree that on November 16, 2004, DRP
shall give the AGENT a new promissory note that contains the amount of the
principal owed by DRP by virtue of the Credit Facility
Agreement, in the format of Original Exhibit 4 of the Credit Facility Agreement
prior to the amendment stipulated by virtue of this document, and, on the same
date the AGENT
shall give back to DRP the promissory note in force as at that
moment.


 


4.7                                The parties hereby agree
that all of disbursements made from February 16, 2004 to November 16,
2004 shall be in accordance with the modified format of the promissory note,
that is, Substitute Exhibit 4 of this document and in no case whatsoever shall
promissory notes have a maturity date later than November 16, 2004.


 


16

















 


FIVE:                                         TERM OF EFFECT OF THE CREDIT FACILITY AGREEMENT


 


The parties hereby expressly agree that all and
each one of the terms and conditions contained in the Credit Facility Agreement
have full force and are in effect, except those expressly modified pursuant to
this Agreement.


 


The Credit Facility Agreement, its Exhibits,
amendments and this Agreement constitute the integral agreement between the
parties, as it may be amended or supplemented.


 


Kindly
Mr. Notary, add the clauses required by law and register this document in your
Register of Public Deeds.


 


Lima,
February 16, 2004


 


 


	
  /s/
  Walter Bayly

  	
   

  	
  /s/
  Andres Arredondo

  	
   

  
	
  AGENT

  	
   

  	
  AGENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  A. Bruce Neil

  	
   

  	
  /s/
  Jorge Jaramillo

  	
   

  
	
  DRP

  	
   

  	
  DRP

  	
   

  
							



 


17

















 


EXHIBIT 4


 


MODEL PROMISSORY NOTE


 


No.
                                      


 


PROMISSORY
NOTE


 


FOR: 
US$
                                          


 


 


MATURITY DATE: 
                                            


 


We,
the undersigned hereby jointly and severally and unconditionally oblige
ourselves and promise to pay to the order of
[                      ]
the Bank, or to whoever this Promissory Note has been transferred, provided
said endorsement has been made in accord with the stipulations contained in the
Credit Facility Agreement dated
[              ],
the amount of US$
[                
(              
and 00/100 US DOLLARS)], which amount we have received at our entire
satisfaction, which we hereby also oblige ourselves to return in the same
aforementioned currency, on the date indicated as the maturity date, at the
Bank’s office in this city or at the place it will be presented to us for its
collection, plus compensatory interest at a fixed 4.95% (four point ninety-five
per cent) annual effective rate  that
will be accrued during its term of effect, and it is hereby stipulated that
should we fail to pay the capital plus the agreed upon compensatory interest
mentioned hereinabove upon the maturity of this 


 


18

















 


Promissory
Note, we shall pay in addition to the above-mentioned compensatory interest, a
moratorium interest at an annual rate equivalent to 3% (three percent) and
refund all expenses, services and taxes for all pertinent purposes up to the
total payment of the total liquidated/settled amount; and also all notarial,
judicial and tax expenses and any other for all pertinent purposes.


 


For
its Payment by Debit to Account, pursuant to the provisions set forth in
Article 53 of Law No. 27287, please order a debit to:


 


	
  Name of the Bank

  	
   

  	
  Type of
  Account

  	
   

  	
  Account
  Number

  or Code

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


All
extensions of the maturity date of this Promissory Note are hereby expressly
accepted, whether for its total amount or for a lesser or greater amount that
the holder would see fit to grant us, which extensions shall only require to be
noted down in the same document to have full effect without having to sign it
again.  The holder is hereby obliged to
inform of the extensions it may grant, on simple demand by any obligor of this
Promissory Note and to abstain from granting more extensions as of the date a
notarial notification is sent to the holder by any of such obligors pursuant to
the provisions set forth in Articles 49.5 and 49.6 of Law No. 27287.


 


We
hereby expressly and irrevocably authorize the BANK, upon the maturity of this
Promissory Note or at a later date, to pay this Promissory Note by debiting or
offsetting the required amounts to/with the amounts that exist in the accounts
or deposits that we keep in said Bank, disregarding the type of currency of
said accounts, pursuant to the provisions set forth in Article 132.11 of
Law No. 26702.


 


19

















 


This
Promissory Note is of mercantile (commercial) nature; therefore, it is subject
to the rules of the Securities Law and to the executive procedure of the Code
of Civil Procedure, as applicable.


 


We
hereby submit ourselves to the jurisdiction of the Lima Judicial District and
establish as our domicile to this effect that indicated at the end of this
document, where notarial and judicial proceedings will be validly carried out
for purposes of its payment.


 


The
accounts, deposits, property or securities that we keep in any currency
whatsoever in the Bank or in any of its subsidiaries or affiliates, may be
destined for the total or partial payment of this Promissory Note, its accrued
interest, capital and/or other obligations mentioned in this Promissory Note;
and, said assets shall be affected as first-rank guaranty with direct application
or realization power thereon and in the case of assets different from money, to
the best bidder, without being held liable for the price that may be obtained
pursuant to the provisions set forth in Article 1069 of the Civil Code.


 


Lima, 
                          
, 200  


 


20

















 


Appendix A


 


MODEL
AFFIDAVIT


 


Lima, 
              ,
200  


 


 


Messrs.


BANCO DE CREDITO DEL PERU


 


Attention:                                       Mr.
                      


 


Reference:                                      Foreign
Currency Credit Line Facility Agreement dated September 17, 2002.


 


Dear Sirs:


 


We, the undersigned
declare under oath that the accompanying request for payment to an Affiliate
complies with the requirements established in Clause Three; Sub-clause 3.3 of
the Amendment to the Foreign Currency Credit Line Facility Agreement dated
                  ,
200  , that is, the requested payment corresponds to payment to
Affiliates for the operating expenses incurred by DRR in DRP’s name.


 


In addition, we
declare that after making the requested payment to an Affiliate, the Minimum
Consolidated Net Shareholders’ Equity shall be maintained within its level, in
accord with the amendment agreed to in the Agreement mentioned in the preceding
paragraph and as per the calculation made in this document.


 


21

















 


We also declare that
if due to any circumstance whatsoever, the Minimum Consolidated Net
Shareholders’ Equity is reduced; DRP hereby accepts the reduction of the credit
line facility in the same amount that the Minimum Consolidated Net
Shareholders’ Equity has been reduced


 


Finally, we declare
that the requested payment to an Affiliate, whether considered individually and
jointly with those requested as of the date of the signing of the Agreement
referred to in the first paragraph of this letter (if applicable), does no
exceed the amount of US$2,800,000.00.


 


(COMPUTATION
OF THE MINIMUM CONSOLIDATED NET SHAREHOLDERS’ EQUITY)


 


	
  Faithfully
  yours,

  
	
   

  
	
   

  
	
   

  	
   

  



 


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