united states securities and exchange commissionand wells fargo bank, national association, as...
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 24, 2015 (April 20, 2015)
SOUTHERN COPPER CORPORATION (Exact name of registrant as specified in its charter)
Delaware 1-14066 13-3849074
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)
1440 E. Missouri Ave., Suite 160, Phoenix, AZ 85014 (Address of principal executive offices, including zip code)
(602) 264-1375 (Registrant’s telephone number, including area code)
Not Applicable (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-
2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-
4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01. Entry into a Material Definitive Agreement.
On April 23, 2015, Southern Copper Corporation (the “Company”) completed a registered public offering
of U.S.$2 billion of debt securities (the “Offering”), consisting of U.S.$500 million aggregate principal amount of its
3.875% notes due 2025 (the “2025 Notes”) and U.S.$1.5 billion aggregate principal amount of its 5.875% notes due
2045 (the “2045 Notes” and together with the 2025 Notes, the “Notes”). The Notes will bear interest from April 23,
2015, payable semi-annually on April 23 and October 23 of each year, beginning on October 23, 2015. The Notes
were offered by the Company pursuant to its Registration Statement on Form S-3 (File No.333-203237) and the
Prospectus included therein, filed with the Securities and Exchange Commission on April 3, 2015 and supplemented
by the Prospectus Supplement dated April 20, 2015. The offering resulted in net proceeds, after deducting estimated
offering expenses and underwriters’ discounts of approximately U.S.$9,300,000, of approximately
U.S.$1,970,500,000. The Company intends to use these net proceeds for general corporate purposes, including the
financing of its capital expenditure program.
On April 20, 2015, the Company entered into an Underwriting Agreement, dated April 20, 2015 (the
“Underwriting Agreement”), with Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, HSBC
Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as
representatives of the underwriters named therein (collectively, the “Underwriters”), in connection with the issuance
and sale by the Company of the Notes. Pursuant to the Underwriting Agreement, the Company agreed to sell the
Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The
Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also
provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and
customary contribution provisions in respect of those liabilities.
Pursuant to an Indenture, dated April 16, 2010 (the “Indenture”), between the Company and Wells Fargo
Bank, National Association, as trustee (the “Trustee”), the Company and the Trustee entered into a Fifth Supplemental Indenture dated as of April 23, 2015 (the “Fifth Supplemental Indenture”) and a Sixth Supplemental
Indenture dated as of April 23, 2015 (the “Sixth Supplemental Indenture”). The Fifth Supplemental Indenture and
the Sixth Supplemental Indenture provide for the issuance, and set forth the terms of, the 2025 Notes and 2045
Notes, respectively. The Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture contain
covenants that limit the Company’s ability to, among other things, incur certain liens securing indebtedness, engage
in certain sale and leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or
leases of all or substantially all the Company’s assets. The Company may issue additional debt from time to time
pursuant to the Indenture.
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The foregoing description of the Underwriting Agreement, the Fifth Supplemental Indenture and the Sixth
Supplemental Indenture is qualified in its entirety by reference to the full text of such documents, which are filed as Exhibits 1, 4.1 and 4.2 hereto, respectively, and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” of this Current
Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other Events.
On April 24, 2015, the Company issued a press release announcing the completion of the Offering. A copy
of the press release is filed as Exhibit 99 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
1 Underwriting Agreement, dated April 20, 2015, among Southern Copper Corporation and Credit
Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as representatives of the
underwriters named therein.
4.1 Fifth Supplemental Indenture, dated as of April 23, 2015, between Southern Copper Corporation
and Wells Fargo Bank, National Association, as trustee, pursuant to which the 3.875% Notes due
2025 were issued.
4.2 Sixth Supplemental Indenture, dated as of April 23, 2015, between Southern Copper Corporation
and Wells Fargo Bank, National Association, as trustee, pursuant to which the 5.875% Notes due
2045 were issued.
4.3 Form of 3.875% Notes due 2025 (included as Exhibit A to Exhibit 4.1).
4.4 Form of 5.875% Notes due 2045 (included as Exhibit A to Exhibit 4.2).
99 Press Release of the Company dated April 24, 2015.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SOUTHERN COPPER CORPORATION
By: /s/ Raúl Jacob Ruisanchez
Name: Raúl Jacob Ruisanchez
Title: Vice President, Finance and
Chief Financial Officer
Date: April 24, 2015
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EXHIBIT INDEX
Exhibit Number Description
1 Underwriting Agreement, dated April 20, 2015, among Southern Copper Corporation and Credit
Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as representatives of the
underwriters named therein.
4.1 Fifth Supplemental Indenture, dated as of April 23, 2015, between Southern Copper Corporation and
Wells Fargo Bank, National Association, as trustee, pursuant to which the 3.875% Notes due 2025
were issued.
4.2 Sixth Supplemental Indenture, dated as of April 23, 2015, between Southern Copper Corporation and
Wells Fargo Bank, National Association, as trustee, pursuant to which the 5.875% Notes due 2045
were issued.
4.3 Form of 3.875% Notes due 2025 (included as Exhibit A to Exhibit 4.1).
4.4 Form of 5.875% Notes due 2045 (included as Exhibit A to Exhibit 4.2).
99 Press Release of the Company dated April 24, 2015.
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Exhibit 1
SOUTHERN COPPER CORPORATION
U.S.$500,000,000 3.875% Notes due 2025
U.S.$1,500,000,000 5.875% Notes due 2045
UNDERWRITING AGREEMENT
April 20, 2015
CREDIT SUISSE SECURITIES (USA) LLC
Eleven Madison Avenue
New York, New York 10010-3629
MORGAN STANLEY & CO. LLC
1585 Broadway
New York, New York 10036
HSBC SECURITIES (USA) INC.
452 Fifth Avenue
New York, New York 10018
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
One Bryant Park
New York, New York 10036
UBS SECURITIES LLC
1285 Avenue of the Americas
New York, New York 10019
As Representatives of the Several Underwriters (the “Representatives”),
Dear Sirs:
1. Introductory. Southern Copper Corporation, a Delaware corporation (the “Company”), agrees with the
several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the several Underwriters
(i) U.S.$500,000,000 aggregate principal amount of its 3.875% notes due 2025 (the “2025 Notes”) and (ii)
U.S.$1,500,000,000 aggregate principal amount of its 5.875% notes due 2045 (the “2045 Notes”). The 2025 Notes
and the 2045 Notes will each constitute a series of notes to be issued under an indenture dated April 16, 2010 (the
“Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”),
as supplemented by a fifth supplemental indenture in the case of the 2025 Notes, and a sixth supplemental indenture
in the case of the 2045 Notes, in each case to be dated the Closing Date. Each such supplemental indenture, together
with the Base Indenture, is referred to herein as an “Indenture,” and collectively as the “Indentures.” The 2025
Notes and the 2045 Notes are herein collectively called the “Offered Securities.”
2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees
with, the several Underwriters that:
(a) Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed
with the Commission a registration statement on Form S-3 (No. 333-203237), including a related
prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which has
become effective. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by
reference therein and all 430B Information with respect to such registration statement, that in any case has
not been superseded or modified.
“Registration Statement” without reference to a time means the Registration Statement as of the
Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the
Registration Statement as of the time specified in Rule 430B.
For purposes of this Underwriting Agreement (this “Agreement”):
“430B Information” means information included in a prospectus then deemed to be a part of the
Registration Statement pursuant to Rule 430B(e) or retroactively deemed to be a part of the Registration
Statement pursuant to Rule 430B(f).
“Act” means the Securities Act of 1933, as amended.
“Applicable Time” means 5:00 pm (Eastern time) on the date of this Agreement.
“Closing Date” has the meaning defined in Section 3 hereof.
“Commission” means the Securities and Exchange Commission.
“Effective Time” of the Registration Statement relating to the Offered Securities means the time of the
first contract of sale for the Offered Securities.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Final Prospectus” means the Statutory Prospectus that discloses the public offering price, other 430B
Information and other final terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act.
“General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is
intended for general distribution to prospective investors, as evidenced by its being so specified in Schedule
B to this Agreement.
“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Offered Securities that is in the form filed or required to be filed with the
Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to
Rule 433(g), including without limitation, any “road show that is a written communication” within the
meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission.
“Limited Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not
a General Use Issuer Free Writing Prospectus.
“Rules and Regulations” means the rules and regulations of the Commission.
“Securities Laws” means, collectively, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), the Act,
the Exchange Act, the Trust Indenture Act, the Rules and Regulations, the auditing principles, rules,
standards and practices applicable to auditors of “issuers” (as defined in Sarbanes-Oxley) promulgated or
approved by the Public Company Accounting Oversight Board and, as applicable, the rules of the New
York Stock Exchange and the NASDAQ Stock Market (“Exchange Rules”).
“Statutory Prospectus” with reference to any particular time means the prospectus relating to the
Offered Securities that is included in the Registration Statement immediately prior to that time, including
any amendment thereto, any document incorporated by reference therein and all 430B Information with
respect to the Registration Statement. For purposes of the foregoing definition, 430B Information shall be
considered to be included in the Statutory Prospectus only as of the actual time that form of prospectus
(including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) and not
retroactively.
“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.
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Unless otherwise specified, a reference to a “rule” is to the indicated rule under the Act.
(b) Compliance with Securities Act Requirements. (i) (A) At the time the Registration
Statement initially became effective, (B) at the time of each amendment thereto for the purposes of
complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or
form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing
Date, the Registration Statement conformed and will conform in all respects to the requirements of the Act,
the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final
Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all
material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and
will not include any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from
any such document based upon written information furnished to the Company by any Underwriter through
the Representatives specifically for use therein, it being understood and agreed that the only such
information is that described as such in Section 8(b) hereof.
(c) Automatic Shelf Registration Statement. (i) Well-Known Seasoned Issuer Status. (A) At the
time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for
the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective
amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of
prospectus), and (C) at the time the Company or any person acting on its behalf (within the meaning, for
this clause only, of Rule 163(c)) made any offer relating to the Offered Securities in reliance on the
exemption of Rule 163, the Company was a “well known seasoned issuer” as defined in Rule 405, including not having been an “ineligible issuer” as defined in Rule 405.
(ii) Effectiveness of Automatic Shelf Registration Statement. The Registration Statement is an
“automatic shelf registration statement,” as defined in Rule 405, that initially became effective
within three years of the date of this Agreement. If immediately prior to the Renewal Deadline (as
hereinafter defined), any of the Offered Securities remain unsold by the Underwriters, the
Company will prior to the Renewal Deadline file, if it has not already done so and is eligible to do
so, a new automatic shelf registration statement relating to the Offered Securities, in a form
reasonably satisfactory to the Representatives. If the Company is no longer eligible to file an
automatic shelf registration statement, the Company will prior to the Renewal Deadline, if it has
not already done so, file a new shelf registration statement relating to the Offered Securities, in a
form reasonably satisfactory to the Representatives, and will use its best efforts to cause such
registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action reasonably necessary or appropriate to permit the public
offering and sale of the Offered Securities to continue as contemplated in the expired registration
statement relating to the Offered Securities. References herein to the Registration Statement shall
include such new automatic shelf registration statement or such new shelf registration statement, as
the case may be. “Renewal Deadline” means the third anniversary of the initial effective time of
the Registration Statement.
(iii) Eligibility to Use Automatic Shelf Registration Form. The Company has not received
from the Commission any notice pursuant to Rule 401(g)(2) objecting to use of the automatic shelf
registration statement form. If at any time when Offered Securities remain unsold by the
Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or
otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company
will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-
effective amendment on the proper form relating to the Offered Securities, in a form reasonably
satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or
post-effective amendment to be declared effective as soon as practicable, and (iv) promptly notify
the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Offered Securities to continue as
contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for
which the Company has otherwise become ineligible. References herein to the Registration
Statement shall include such new registration statement or post-effective amendment, as the case
may be.
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(iv) Filing Fees. The Company has paid or shall pay the required Commission filing fees
relating to the Offered Securities within the time required by Rule 456(b)(1) without regard to the
proviso therein and otherwise in accordance with Rules 456(b) and 457(r).
(d) Ineligible Issuer Status. (i) At the earliest time after the filing of the Registration Statement
that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Offered Securities and (ii) at the date of this Agreement, the Company was not and is not
an “ineligible issuer,” as defined in Rule 405, including (x) the Company or any other subsidiary in the
preceding three years not having been convicted of a felony or misdemeanor or having been made the
subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company in the
preceding three years not having been the subject of a bankruptcy petition or insolvency or similar
proceeding, not having had a registration statement be the subject of a proceeding under Section 8 of the
Act and not being the subject of a proceeding under Section 8A of the Act in connection with the offering
of the Securities, all as described in Rule 405.
(e) General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer
Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus
supplement, dated April 20, 2015, including the base prospectus, dated April 3, 2015, (which is the most recent Statutory Prospectus distributed to investors generally),and the other information, if any, stated in
Schedule B to this Agreement to be included in the General Disclosure Package, all considered together
(collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing
Prospectus specified in Schedule B, when considered together with the General Disclosure Package,
included any untrue statement of a material fact or omitted to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading.
The preceding sentence does not apply to (i) that part of the Registration Statement which shall constitute
the Trustee’s Statement of Eligibility and Qualifications (Form T-1) under the Trust Indenture Act, or (ii)
any statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in
reliance upon and in conformity with written information furnished to the Company by any Underwriter
through the Representatives specifically for use therein, it being understood and agreed that the only such
information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
(f) Incorporated Documents. The documents incorporated or deemed to be incorporated by
reference in the Registration Statement, the Final Prospectus or the General Disclosure Package at the time
they were or hereafter are filed with the Commission, complied or will comply in all material respects as to
form with the requirements of the Exchange Act.
(g) Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date
and at all subsequent times through the completion of the public offer and sale of the Offered Securities or
until any earlier date that the Company notified or notifies the Representatives as described in the next
sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict
with the information then contained in the Registration Statement. If at any time following issuance of an
Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such
Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the
Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished
immediately following such event or development, would include an untrue statement of a material fact or
omitted or would omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly
amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue
statement or omission.
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(h) Good Standing of the Company. The Company has been duly incorporated and is existing
and in good standing under the laws of the State of Delaware, with power and authority (corporate and
other) to own its properties and conduct its business as described in the General Disclosure Package; and
the Company is duly qualified to do business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its business requires such
qualification.
(i) Subsidiaries. Each material subsidiary of the Company listed on Schedule C hereto (each a “Material Subsidiary,” and together the “Material Subsidiaries”) has been duly incorporated and is
existing and in good standing under the laws of the jurisdiction of its incorporation, with power and
authority (corporate and other) to own or lease, as the case may be, and to operate its properties and conduct
its business as described in the General Disclosure Package; and each Material Subsidiary of the Company
is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which
its ownership or lease of property or the conduct of its business requires such qualification; except where
the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on
the condition (financial or otherwise), results of operations, business, properties or prospects of the
Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (a
“Material Adverse Effect”); all of the issued and outstanding capital stock of each Material Subsidiary of
the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each Material Subsidiary owned by the Company, directly or through wholly-owned
Material Subsidiaries, is owned free from liens, encumbrances and defects. Schedule C lists each Material
Subsidiary of the Company and the jurisdiction in which it is chartered or organized. The subsidiaries of the
Company that are not Material Subsidiaries do not individually, or taken together, constitute a “Significant
Subsidiary” of the Company (as defined in Regulation S-X).
(j) Execution and Delivery of the Indentures. Each Indenture has been duly authorized and
has been duly qualified under the Trust Indenture Act; each series of the Offered Securities has been duly
authorized and, when the Offered Securities are delivered and paid for pursuant to this Agreement on the
Closing Date, each Indenture will have been duly executed and delivered, each series of Offered Securities
will have been duly executed, authenticated, issued and delivered, will conform to the information in the
General Disclosure Package and to the description of such Offered Securities contained in the Final
Prospectus and the applicable Indenture and such series of Offered Securities will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity principles and judicial action
giving effect to foreign governmental actions or laws.
(k) Absence of Further Requirements. No consent, approval, authorization, or order of, or
filing or registration with, any person (including any governmental agency or body or any court) is required
for the consummation of the transactions contemplated by this Agreement or the Indentures in connection
with the offering, issuance and sale of the Offered Securities by the Company, except such as have been
obtained, or made and such as may be required under state securities laws.
(l) Title to Property. Each of the Company and each of its subsidiaries owns or leases all
such properties as are necessary to the conduct of its operations as presently conducted.
(m) Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and
performance of each Indenture and this Agreement, and the issuance and sale of the Offered Securities and
compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms
and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company
or any of its subsidiaries pursuant to (i) the charter or by-laws of the Company or any of its subsidiaries, (ii)
any material provision of any statute, rule, regulation or order of any governmental agency or body or any
court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their
properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or
by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company
or any of its subsidiaries is subject; except, in the case of (iii) above, for such conflicts breaches, violations,
liens, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse
Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving
of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness
(or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment
of all or a portion of such indebtedness by the Company or any of its subsidiaries.
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(n) Absence of Existing Defaults and Conflicts. Neither the Company nor any of its
subsidiaries is in violation of its respective charter or by-laws or in default (or with the giving of notice or
lapse of time would be in default) under any existing obligation, agreement, covenant or condition
contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any
of them is a party or by which any of them is bound or to which any of the properties of any of them is
subject, except such defaults that would not, individually or in the aggregate, result in a Material Adverse
Effect.
(o) Authorization of Agreement. This Agreement has been duly authorized, executed and
delivered by the Company.
(p) Possession of Licenses and Permits. The Company and its subsidiaries possess all licenses,
concessions, certificates, permits and other authorizations, in each case that are material to its business or
operations, issued by the appropriate federal, national, state or foreign regulatory authorities necessary to
conduct their respective businesses as currently conducted (“Permits”); the Company and its subsidiaries
have fulfilled and performed in all material respects all of their respective obligations with respect to any
such Permits which are material to its business or operations and neither the Company nor any such
subsidiary has received any notice of proceedings relating to the revocation or modification of any such
Permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would
have a Material Adverse Effect.
(q) Absence of Labor Dispute. No labor problem or dispute with the employees of the
Company or any of its subsidiaries exists or, to the knowledge of the Company, is threatened and the
Company is not aware of any existing or, to the knowledge of the Company, threatened labor disturbance by the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, that would
have a Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package
and the Final Prospectus (exclusive of any supplement thereto).
(r) Insurance. The Company and each of its subsidiaries are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as the Company reasonably
believes to be prudent and customary in the businesses in which they are engaged; all policies of insurance
and fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective businesses,
assets, employees, officers and directors are in full force and effect; and the Company and its subsidiaries
are in compliance with the terms of such policies and instruments in all material respects.
(s) Absence of Dividend Restrictions. No Material Subsidiary of the Company is currently
prohibited, directly or indirectly, from paying dividends to the Company, from making any other
distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such
subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the
Company or any other subsidiary of the Company, except as described in or contemplated in the General
Disclosure Package and the Final Prospectus (exclusive of any supplement thereto).
(t) Possession of Intellectual Property. The Company and its subsidiaries own, possess or can
acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how,
patents, copyrights, confidential information and other intellectual property (collectively, “intellectual
property rights”) necessary to conduct the business now operated by them, or presently employed by
them, and have not received any notice of infringement of or conflict with asserted rights of others with
respect to any intellectual property rights that, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a Material Adverse Effect.
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(u) Environmental Laws. Except as disclosed in the General Disclosure Package, (a)(i) neither
the Company nor any of its subsidiaries is in violation of, or has any liability under, any applicable federal,
state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental agency,
governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage,
discharge, disposal or release of Hazardous Substances, to the protection or restoration of the environment
or natural resources (including biota), to human health and safety including as such relates to exposure to
Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither
the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated
with Hazardous Substances, (iii) neither the Company nor any of its subsidiaries is conducting or funding
any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances
in the environment, (iv) neither the Company nor any of its subsidiaries is liable or, to the knowledge of the
Company, allegedly liable for any release or threatened release of Hazardous Substances, including at any
off-site treatment, storage or disposal site, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or
Hazardous Substances, and (vi) the Company and its subsidiaries have received and are in compliance with
all, and have no liability under any, permits, licenses, authorizations, identification numbers or other
approvals required under applicable Environmental Laws to conduct their respective businesses as currently
operated, except in each case covered by clauses (i) – (vi) such as would not individually or in the
aggregate have a Material Adverse Effect; (b) to the knowledge of the Company there are no facts or
circumstances that would reasonably be expected to result in a violation of, liability under, or claim
pursuant to any Environmental Law that would have a Material Adverse Effect; and (c) to the knowledge of
the Company there are no requirements proposed for adoption or implementation under any Environmental
Law that would reasonably be expected to have a Material Adverse Effect. For purposes of this subsection
“Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown
products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and (B) any other chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant,
contaminant or waste under Environmental Laws.
(v) Accurate Disclosure. The statements in the General Disclosure Package and the Final
Prospectus (exclusive of any supplement thereto) under the headings “Risk Factors,” “Description of the
Notes,” “United States Federal Income Tax Consequences to Non-U.S. Holders” and “European Union
Savings Directive” or in the equivalent portions of other statements incorporated by reference in a
Registration Statement, a Statutory Prospectus or the General Disclosure Package, the statements in the
Form 10-K of the Company for the year ended December 31, 2014 as filed with the Commission, under the
headings “Item 1. Business” and “Item 1A. Risk Factors,” the statements in the Schedule 14A of the
Company as filed with the Commission on March 26, 2014, under the heading “Related Party
Transactions,” insofar as such statements summarize legal matters, agreements, documents or proceedings, are accurate and fair summaries of such legal matters, agreements, documents or proceedings.
(w) Absence of Manipulation. The Company has not taken, directly or indirectly, any action
that is designed to or that has constituted or that would reasonably be expected to cause or result in the
stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of
the Offered Securities.
(x) Statistical and Market-Related Data. Any third-party statistical and market-related data
included or incorporated by reference in a Registration Statement, a Statutory Prospectus or the General Disclosure Package are based on or derived from sources that the Company believes to be reliable and
accurate.
(y) Sarbanes Oxley. There is and has been no failure on the part of the Company and any of
the Company’s directors or officers, in their capacities as such, to comply in all material respects with any
provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection
therewith (“Sarbanes-Oxley Act”), including Section 402 relating to loans and Sections 302 and 906
relating to certifications.
7
(z) Disclosure Controls. The Company and its subsidiaries maintain “disclosure controls and
procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act).
(aa) Internal Controls. The Company and each of its subsidiaries maintain and will maintain a system of internal accounting controls including, but not limited to, disclosure controls and procedures,
internal controls over accounting matters and financial reporting, an internal audit function and legal and
regulatory compliance controls (collectively, “Internal Controls”) sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s general or specific
authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in
conformity with U.S. generally accepted accounting principles and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization;
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences. The Company and its subsidiaries’ internal
controls over financial reporting are effective and the Company and its subsidiaries are not aware of any
material weakness in their internal control over financial reporting.
(bb) eXtensible Business Reporting Language. The interactive data in eXtensible Business
Reporting Language included or incorporated by reference in the Registration Statement fairly presents the
information called for in all material respects and has been prepared in accordance with the Commission’s
rules and guidelines applicable thereto.
(cc) Litigation. Except as disclosed in the General Disclosure Package, there are no pending
actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency
or body, domestic or foreign) against or affecting the Company, any of its subsidiaries or any of their
respective properties that, if determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect
the ability of the Company to perform its obligations under the Indentures or this Agreement, or which are
otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or
proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) are threatened or, to the Company’s knowledge, contemplated.
(dd) Financial Statements. The financial statements included in the Registration Statement and
the General Disclosure Package present fairly the financial position of the Company and its consolidated
subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and
such financial statements have been prepared in conformity with the generally accepted accounting
principles in the United States applied on a consistent basis; and the schedules included in the Registration
Statement present fairly the information required to be stated therein.
(ee) No Material Adverse Change in Business. Except as disclosed in the General Disclosure
Package, since the end of the period covered by the latest audited financial statements included in the
General Disclosure Package (i) there has been no change, nor any development or event involving a
prospective change, in the condition (financial or otherwise), results of operations, business, properties or
prospects of the Company and its subsidiaries, taken as a whole that is material and adverse, (ii) except as
disclosed in or contemplated by the General Disclosure Package, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock and (iii) except as
disclosed in or contemplated by the General Disclosure Package, there has been no material adverse change
in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the
Company and its subsidiaries.
(ff) Company Reserve Information. On the Closing Date, all information related to the
Company’s and its subsidiaries’ ore reserves included in the General Disclosure Package and the Final
Prospectus (collectively, the “Company Reserve Information”) (i) will be accurate in all material respects
and (ii) will comply in all material respects with the applicable requirements of the Act and the Exchange
Act, as applicable, and the respective rules thereunder. The Company Reserve Information has been
calculated in accordance with standard mining engineering procedures used in the copper mining industry
and applicable government reporting requirements and applicable law. All assumptions used in the
calculation of the Company Reserve Information were and are reasonable.
8
(gg) Investment Company Act. The Company is not and, after giving effect to the offering and
sale of the Offered Securities and the application of the proceeds thereof as described in the General
Disclosure Package, will not be an “investment company” as defined in the Investment Company Act of
1940, as amended (the “Investment Company Act”).
(hh) Ratings. No “nationally recognized statistical rating organization” as such term is defined in
Section 3(a)(62) of the Exchange Act (i) has imposed (or has informed the Company that it is considering
imposing) any condition (financial or otherwise) on the Company’s retaining any rating assigned to the
Company or any securities of the Company or (ii) has indicated to the Company that it is considering any of
the actions described in Section 7(c)(ii) hereof.
(ii) Filing of Tax Returns. The Company and its subsidiaries have filed all federal, state, local
and non-U.S. tax returns that are required to be filed or have requested extensions thereof (except in any
case in which the failure so to file would not have a Material Adverse Effect); and, except as set forth in the
General Disclosure Package, the Company and its subsidiaries have paid all taxes (including any
assessments, fines or penalties) required to be paid by them, except for any such taxes, assessments, fines or
penalties currently being contested in good faith or as would not, individually or in the aggregate, have a
Material Adverse Effect.
(jj) Stamp and Transfer Taxes. No stamp or other transfer taxes or duties and no capital gains,
income, stock exchange, value-added, withholding or other taxes are payable in the United States, Peru,
Mexico or any other jurisdiction in which either the Company or any of its subsidiaries is organized or
engaged in business for tax purposes or, in each case, any political subdivision thereof or any authority
having power to tax, in connection with the execution or delivery of this Agreement or the issuance or sale by the Company of the Offered Securities.
(kk) Compliance with FCPA. Neither the Company nor any of its subsidiaries, or to the
knowledge of the Company, any of their respective affiliates, officers, directors, agents, or employees, has
(i) taken any action, directly or indirectly, that would result in a violation by such persons of any applicable
anti-bribery laws, including but not limited to, any applicable law, rule, or regulation of any locality,
including but not limited to any law, rule, or regulation promulgated to implement the OECD Convention
on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December
17, 1997, including the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
thereunder (the “FCPA”) or any other applicable laws, rules or regulations of similar purpose and scope of
any other jurisdictions in which the Company or any of its subsidiaries does business, (ii) used any of the
funds of the Company or its subsidiaries with an unlawful purpose or in an unlawful manner for any
contribution, gift, entertainment or other expense relating to political activity or as a means to permit the
operation of the Company or its subsidiaries in contravention of any applicable law, (iii) made any direct or
indirect payment to any foreign or domestic government official (or “foreign official,” as such term is
defined in the FCPA) or employee in contravention of any applicable law from any of the funds of the Company or its subsidiaries, or (iv) made any bribe, rebate, payoff, influence payment, kickback or other
unlawful payment in contravention of any applicable law; and the Company, its subsidiaries and, to the
knowledge of the Company, its affiliates have conducted their respective businesses in compliance with the
FCPA and other applicable laws, rules or regulations of similar purpose and scope of any other jurisdictions
in which the Company or any of its subsidiaries or affiliates does business and have instituted and maintain
policies and procedures designed to ensure, and which are reasonably expected to continue to ensure,
continued compliance therewith. No part of the offering proceeds will be used, directly or indirectly, in
violation of the FCPA or any other applicable laws, rules or regulations of similar purpose and scope, each
as may be amended, or the rules or regulations thereunder.
9
(ll) Compliance with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with all applicable anti-money
laundering laws, including but not limited to, applicable federal, state, international, foreign (including, but
not limited to, Peru and Mexico), or other laws and regulations regarding anti-money laundering, including,
without limitation, Title 18 U.S. Code section 1956 and 1957, the Patriot Act, the Bank Secrecy Act, as
well as with any applicable financial recordkeeping and reporting requirements of the Currency and Foreign
Transactions Reporting Act of 1970, as amended (collectively, the “Money Laundering Laws”), and no
action, suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is
pending or, to the Company’s best knowledge, threatened.
(mm) Sanctions. Neither the Company nor any of its subsidiaries, or to the knowledge of the
Company, any of their respective affiliates, officers, directors, agents, or employees, (i) is, or is controlled or 50% or more owned by, or is acting on behalf of, an individual or entity currently subject to any
sanctions administered by the United States (including any administered or enforced by the Office of
Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State or the Bureau of
Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the
European Union, the United Kingdom (including sanctions administered or enforced by Her Majesty’s
Treasury) or any other relevant and applicable sanctions authority (collectively, “Sanctions,” and such
persons “Sanctioned Persons,” and each such person a “Sanctioned Person”), (ii) is located, organized, or
resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly
prohibit dealings with that country or territory (collectively, “Sanctioned Countries,” and each a
“Sanctioned Country”) or (iii) will, directly or indirectly, use the proceeds of the offering, or lend,
contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other
individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in
the offering, whether as a purchaser, advisor, investor, or otherwise). Except as has been disclosed to the
Underwriters or is not material to the analysis under any Sanction, neither the Company nor any of its
subsidiaries has engaged in any prohibited dealings or transactions with or for the benefit of a Sanctioned
Person, or with or in a Sanctioned Country, in the preceding three years, nor does the Company or any of its
subsidiaries have any plans to increase their dealings or transactions with or for the benefit of Sanctioned
Persons, or with or in Sanctioned Countries. The operations of the Company and its subsidiaries are and
have been conducted at all times in compliance with all applicable laws and regulations imposing
Sanctions.
(nn) Jurisdiction. Neither the Company nor any of its subsidiaries nor any of its or their
properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under
the laws of Mexico or Peru.
3. Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and
agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several
Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, as set
forth opposite the names of the Underwriters in Schedule A hereto, the principal amounts of Offered Securities, at a purchase price of (i) 99.159% of the principal amount, in the case of the 2025 Notes, and (ii) 98.433% of the
principal amount, in the case of the 2045Notes, in each case plus accrued interest from April 23, 2015 to the Closing
Date (as hereinafter defined).
The Company will deliver each series of the Offered Securities to or as instructed by the Representatives
for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment
of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank
acceptable to the Underwritersat the office of Cleary Gottlieb Steen & Hamilton LLP, at 10:00 a.m., New York time,
on April 23, 2015, or at such other time not later than three full business days thereafter as the Representatives and
the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1
under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the
settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the
offering. The Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office at least 24 hours prior to the Closing Date.
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4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Offered
Securities for sale to the public as set forth in the Final Prospectus.
5. Certain Agreements of the Company. The Company agrees with the several Underwriters that:
(a) Filing of Prospectuses. The Company has filed or will file each Statutory Prospectus
(including the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and
consented to by the Representatives, subparagraph (5)) not later than the second business day following the
earlier of the date it is first used or the execution and delivery of this Agreement. The Company has
complied and will comply with Rule 433.
(b) Filing of Amendments; Response to Commission Requests. The Company will promptly
advise the Representatives of any proposal to amend or supplement the Registration Statement or any
Statutory Prospectus at any time and will offer the Representatives a reasonable opportunity to comment on
any such amendment or supplement; and the Company will also advise the Representatives promptly of
(i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any
amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any
additional information, (iii) the institution by the Commission of any stop order proceedings in respect of
the Registration Statement or the threatening of any proceeding for that purpose, and (iv) the receipt by the
Company of any notification with respect to the suspension of the qualification of the Offered Securities in
any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use
its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification
and, if issued, to obtain as soon as possible the withdrawal thereof.
(c) Continued Compliance with Securities Laws. If, at any time when a prospectus relating to
the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the
Act by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then
amended or supplemented would include an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement
the Final Prospectus to comply with the Act, the Company will promptly notify the Representatives of such
event and will promptly prepare and file with the Commission and furnish, at its own expense, to the
Underwriters and the dealers and any other dealers upon the request of the Representatives, an amendment
or supplement which will correct such statement or omission or an amendment which will effect such
compliance. Neither the Representatives’ consent to, nor the Underwriters’ delivery of, any such
amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof.
(d) Rule 158. As soon as practicable, but not later than 16 months, after the date of this
Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the date of this Agreement and satisfying the
provisions of Section 11(a) of the Act and Rule 158.
(e) Furnishing of Prospectuses. The Company will furnish to the Representatives copies of
the Registration Statement, including all exhibits, any Statutory Prospectus, the Final Prospectus and all
amendments and supplements to such documents, in each case as soon as available and in such quantities as
the Representatives reasonably request. The Company will pay the expenses of printing and distributing to
the Underwriters all such documents.
(f) Blue Sky Qualifications. The Company will arrange for the qualification of the Offered
Securities for sale and the determination of their eligibility for investment under the laws of such
jurisdictions as the Representatives designate and will continue such qualifications in effect so long as
required for the distribution.
11
(g) Reporting Requirements. For so long as the Offered Securities remain outstanding, the
Company will furnish to the Representatives and, upon request, to each of the other Underwriters, as soon
as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and
the Company will furnish to the Representatives (i) as soon as available, a copy of each report and any
definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to
stockholders, and (ii) from time to time, such other information concerning the Company as the
Representatives may reasonably request. However, so long as the Company is subject to the reporting
requirements of either Section 13 or Section 15(d) of the Exchange Act and is timely filing reports with the
Commission on its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), it is not
required to furnish such reports or statements to the Underwriters.
(h) Payment of Expenses. The Company will pay all expenses incident to the performance of
its obligations under this Agreement, including but not limited to (i) any filing fees and other expenses
incurred in connection with the qualification of the Offered Securities for sale under the laws of such
jurisdictions as the Representatives designate and the preparation and printing of memoranda relating
thereto; (ii) all expenses in connection with the execution, issue, authorization, authentication, packaging,
transfer and initial delivery of the Offered Securities, the preparation and printing of this Agreement, the
Offered Securities, the Indentures, the Registration Statement, the General Disclosure Package, the Final
Prospectus, all amendments and supplements thereto, any Issuer Free Writing Prospectus and any other
document related to the issuance, offer, sale and delivery of the Offered Securities; (iii) any fees charged by
investment rating agencies for the rating of the Offered Securities; (iv) fees and expenses of the Trustee and
its professional advisers, including legal counsel; (v) costs and expenses relating to any advertising,
investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, any travel expenses of the Underwriters’ and the Company’s officers and
employees and any other related expenses of the Underwriters and the Company including the chartering of
airplanes; (vi) fees and expenses incident to listing the Offered Securities on the Irish Stock Exchange; (vii)
fees and expenses in connection with the registration of the Offered Securities under the Securities Act and
the Exchange Act; (viii) expenses incurred in distributing preliminary prospectuses and the Final Prospectus
(including any amendments and supplements thereto) and for expenses incurred for preparing, printing and
distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (ix) the fees and
expenses of the Company’s counsel and the accountants incurred in distributing the General Disclosure
Package, the Final Prospectus (including any amendments and supplements thereto) and any Issuer Free
Writing Prospectus to the Underwriters; and (x) the reasonable fees and expenses of the Underwriters’
Peruvian, Mexican and U.S. counsel.
(i) Use of Proceeds. The Company will use the net proceeds received in connection with this
offering in the manner described in the “Use of Proceeds” section of the General Disclosure Package. The
Company will not use any of the proceeds from the sale of the Offered Securities in such a way that would
require the participation of a “qualified independent underwriter” within the meaning of FINRA Rule 2720.
(j) Absence of Manipulation. The Company will not take, directly or indirectly, any action
designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization
or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered
Securities.
(k) Restriction on Sale of Securities. The Company will not offer, sell, contract to sell, pledge
or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under
the Act relating to U.S. dollar-denominated debt securities issued or guaranteed by the Company and
having a maturity of more than one year from the date of issue, or publicly disclose the intention to make
any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representatives
for a period beginning on the date hereof and ending 15 days after the Closing Date.
(l) Listing. The Company will make or cause to be made an application for the Offered
Securities to be listed on the Global Exchange Market of the Irish Stock Exchange Limited and will use commercially reasonable efforts to have the Offered Securities listed or admitted to trading on the Global
Exchange Market of the Irish Stock Exchange Limited. The Company shall, from time to time, take such
other actions as shall be necessary to maintain any listing of the Offered Securities in accordance with the
terms hereof.
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6. Free Writing Prospectuses. (a) Issuer Free Writing Prospectuses. The Company represents and agrees
that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that,
unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any
offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would
otherwise constitute a “free writing prospectus,”as defined in Rule 405, required to be filed with the Commission.Any such free writing prospectus consented to by the Company and the Representatives is hereinafter
referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated and agrees that it
will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433,and
has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing
Prospectus, including timely Commission filing where required, legending and record keeping.
(b) Term Sheets. The Company will prepare a final term sheet relating to the Offered Securities,
containing only information that describes the final terms of the Offered Securities and otherwise in a form
consented to by the Representatives, and will file such final term sheet within the period required by
Rule 433(d)(5)(ii) following the date such final terms have been established for all classes of the offering of
the Offered Securities. Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free
Writing Prospectus for purposes of this Agreement. The Company also consents to the use by any
Underwriter of a free writing prospectus that contains only (i)(x) information describing the preliminary terms of the Offered Securities or their offering or (y) information that describes the final terms of the
Offered Securities or their offering and that is included in the final term sheet of the Company
contemplated in the first sentence of this subsection or (ii) other information that is not “issuer
information,” as defined in Rule 433, it being understood that any such free writing prospectus referred to
in clause (i) or (ii) above shall not be an Issuer Free Writing Prospectus for purposes of this Agreement.
7. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to
purchase and pay for the Offered Securities on the Closing Date will be subject to the accuracy of the
representations and warranties of the Company herein (as though made on the Closing Date), to the accuracy of the
statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its
obligations hereunder and to the following additional conditions precedent:
(a) Accountants’ Comfort Letter. The Representatives shall have received letters,
dated, respectively, the date hereof and the Closing Date, of Galaz, Yamazaki, Ruiz Urquiza S.C., member
firm of Deloitte Touche Tohmatsu Limited confirming that they are a registered public accounting firm and
independent public accountants within the meaning of the Securities Laws and substantially in the form of Schedule D hereto, (except that, in any letter dated the Closing Date, the specified date referred to in
Schedule D hereto shall be a date no more than three days prior to the Closing Date).
(b) Filing of Prospectus. The Final Prospectus shall have been filed with the
Commission in accordance with the Rules and Regulations and Section 5(a) hereof. No stop order
suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and
no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or any
Underwriter, shall be contemplated by the Commission.
(c) No Material Adverse Change. Subsequent to the execution and delivery of this
Agreement, there shall not have occurred (i) any change, or any development or event involving a
prospective change, in the condition (financial or otherwise), results of operations, business, properties or
prospects of the Company and its subsidiaries taken as a whole which, in the judgment of the
Representatives, is material and adverse and makes it impractical or inadvisable to market the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally
recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act), or any
public announcement that any such organization has under surveillance or review its rating of any debt
securities of the Company (other than an announcement with positive implications of a possible upgrading,
and no implication of a possible downgrading, of such rating); (iii) any change in U.S., Mexican, Peruvian
or international financial, political or economic conditions or currency exchange rates or exchange controls
the effect of which is such as to make it, in the reasonable judgment of the Representatives, impractical to
market or to enforce contracts for the sale of the Offered Securities, whether in the primary market or in
respect of dealings in the secondary market; (iv) any suspension or material limitation of trading in
securities generally on the New York Stock Exchange or the Lima Stock Exchange, or any setting of
minimum or maximum prices for trading on such exchange; (v) or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (vi) any banking moratorium
declared by any U.S. federal or New York authorities; (vii) any major disruption of settlements of
securities, payment, or clearance services in the United States or any other country where such securities
are listed or (viii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United
States, Mexico or Peru, any declaration of war by Congress or any other national or international calamity
or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation,
act, declaration, calamity or emergency is such as to make it impractical or inadvisable to market the
Offered Securities or to enforce contracts for the sale of the Offered Securities.
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(d) Opinion of U.S. Counsel for the Company. The Company shall have requested
and caused Skadden, Arps, Slate, Meagher & Flom LLP, U.S. counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, in the
form set forth on Exhibit A-1, Exhibit A-2 and Exhibit A-3 hereto.
(e) Opinion of Mexican Counsel for the Company. The Company shall have
requested and caused González Calvillo, S.C., Mexican counsel for the Company, to have furnished to the
Representatives their opinion, dated the Closing Date and addressed to the Representatives, in the form set
forth on Exhibit B-1 and Exhibit B-2 hereto.
(f) Opinion of Peruvian Counsel for the Company. The Company shall have
requested and caused Rodrigo Elías & Medrano Abogados, Peruvian counsel for the Company, to have
furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives,
in the form set forth on Exhibit C-1 and Exhibit C-2 hereto.
(g) Opinion of U.S. Counsel for the Underwriters. The Representatives shall have
received from Cleary Gottlieb Steen & Hamilton LLP, U.S. counsel for the Underwriters, their opinion,
dated the Closing Date and addressed to the Representatives, and the Company and its subsidiaries shall
have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.
(h) Opinion of Mexican Counsel for the Underwriters. The Representatives shall
have received from Ritch Mueller, Heather y Nicolau, S.C., Mexican counsel for the Underwriters, their
opinion, dated the Closing Date and addressed to the Representatives, and the Company and its subsidiaries
shall have furnished to such counsel such documents as they request for the purpose of enabling them to
pass upon such matters.
(i) Opinion of Peruvian Counsel for the Underwriters. The Representatives shall
have received from Estudio Echecopar, a member firm of Baker & Mckenzie International, Peruvian
counsel for the Underwriters, their opinion, dated the Closing Date and addressed to the Representatives
and the Company and its subsidiaries shall have furnished to such counsel such documents as they request
for the purpose of enabling them to pass upon such matters.
(j) Officer’s Certificate. The Representatives shall have received a certificate, dated the Closing Date, of an executive officer of the Company and a principal financial or accounting
officer of the Company in which such officers shall state that: the representations and warranties of the
Company in this Agreement are true and correct; the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no
stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation,
are contemplated by the Commission; and, subsequent to the date of the most recent financial statements in
the General Disclosure Package, there has been no material adverse change, nor any development or event
involving a prospective material adverse change, in the condition (financial or otherwise), results of
operations, business, properties or prospects of the Company and its subsidiaries taken as a whole except as
set forth in the General Disclosure Package or as described in such certificate.
14
The Company will furnish the Representatives with such conformed copies of such opinions, certificates,
letters and documents as the Representatives reasonably request. The Representatives may in their sole discretion
waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters
hereunder.
8. Indemnification and Contribution. (a) Indemnification of Underwriters. The Company will indemnify
and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each
person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or
several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or
state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact
contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final
Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will
reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation
or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or
commenced, and in connection with the enforcement of this provision with respect to any of the above as such
expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in
or omission or alleged omission from any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the Representatives specifically for use therein,
it being understood and agreed that the only such information furnished by any Underwriter consists of the
information described as such in subsection (b) below.
(b) Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each
person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to
which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or
state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact
contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final
Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged
omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written information furnished to the
Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or
defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever
(whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based
upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are
incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of (a)
the third paragraph of text under the caption “Underwriting” in the Final Prospectus, concerning the terms of the
offering by the Underwriters; (b) the second sentence of the fourth paragraph of text under the caption
“Underwriting” in the Final Prospectus, concerning market making by the Underwriters; and (c) the fifth, sixth,
seventh and eighth paragraphs of text under the caption “Underwriting” in the Final Prospectus, concerning short
sales, stabilizing transactions and purchases to cover positions created by short sales by the Underwriters.
15
(c) Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it
may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the
forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the
indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than
under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and,
to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened
action in respect of which any indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include
a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.
(d) Contribution. If the indemnification provided for in this Section is unavailable or insufficient to hold
harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred
to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other from the offering of the Offered Securities or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the
one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to information supplied by the Company or the
Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with investigating or defending any
action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the
Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations and not joint. The Company and the Underwriters agree that it would not
be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in this Section 8(d).
9. Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase
Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such
defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the
Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by
other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the
non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder,
to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing
Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with
respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that
the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives
and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after
such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the
Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person
substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.
16
10. Survival of Certain Representations and Obligations. The respective indemnities, agreements,
representations, warranties and other statements of the Company or its officers and of the several Underwriters set
forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or
statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective
representatives, officers or directors or any controlling person, and will survive delivery of and payment for the
Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason
other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will
reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the
Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered
Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under
Section 5 shall also remain in effect.
11. Notices. All communications hereunder will be in writing and will be mailed, delivered or telegraphed
and confirmed, to the addresses below:
If to the Representatives:
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010-3629
Facsimile: +1(646) 935-3690
Attention: LCD-IBD
Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
Facsimile: +1(212) 507-8999
Attention: Investment Banking Division
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
50 Rockefeller Plaza
NY1-050-12-02
New York, NY 10020
Facsimile: +1(646) 855-5958
Attention: High Grade Transaction Management / Legal
HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, NY 10018 Facsimile: +1(212) 525-0238
Attention: Transaction Management Group
17
UBS Securities LLC
1285 Avenue of the Americas
New York, NY 10019
Facsimile: +1(203) 719-0495
Attention: Income Syndicate
provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed, delivered or telegraphed and confirmed to such Underwriter.
If to the Company:
Southern Copper Corporation
Edificio Parque Reforma
Campos Elíseos No. 400
Col. Lomas de Chapultepec
C.P. 11000 México, D.F., México
Facsimile: +(52 55) 1103-5583
Attention: General Counsel
12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and controlling persons referred to in Section 8, and no other
person will have any right or obligation hereunder.
13. Representation of Underwriters. The Representatives will act for the several Underwriters in
connection with this offering and sale of Securities, and any action under this Agreement taken by the
Representatives jointly will be binding upon all the Underwriters.
14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.
15. Absence of Fiduciary Relationship. The Company acknowledges and agrees that:
(a) No Other Relationship. The Representatives have been retained solely to act as
underwriters in connection with the sale of Offered Securities and that no fiduciary, advisory or agency relationship
between the Company and the Representatives has been created in respect of any of the transactions contemplated
by this Agreement or the Final Prospectus, irrespective of whether the Representatives have advised or are advising
the Company on other matters;
(b) Arms’ Length Negotiations. The price of the Offered Securities set forth in this
Agreement was established by the Company following discussions and arms-length negotiations with the
Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms,
risks and conditions of the transactions contemplated by this Agreement;
(c) Absence of Obligation to Disclose. The Company has been advised that the
Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that
differ from those of the Company and that the Representatives have no obligation to disclose such interests and
transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and
(d) Waiver. The Company waives, to the fullest extent permitted by law, any claims it
may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that
the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary
duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including
stockholders, employees or creditors of the Company.
18
16. USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-
56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that
identifies their respective clients, including the Company, which information may include the name and address of
their respective clients, as well as other information that will allow the Underwriters to properly identify their
respective clients
17. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws
of the State of New York.
18. Jurisdiction. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state
courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any
objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or
proceeding in any such court has been brought in an inconvenient forum.
[Signature pages follow]
19
If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and
return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the
Company and the several Underwriters in accordance with its terms.
Very truly yours, Southern Copper Corporation
By:
Name:
Title:
Signature page to
Underwriting Agreement
The foregoing Underwriting Agreement is hereby confirmed
and accepted as of the date first above written.
Acting on behalf of themselves and as the
Representatives of the several Underwriters
CREDIT SUISSE SECURITIES (USA) LLC
By: Name:
Title:
Signature page to
Underwriting Agreement
The foregoing Underwriting Agreement is hereby confirmed
and accepted as of the date first above written.
Acting on behalf of themselves and as the
Representatives of the several Underwriters
MORGAN STANLEY & CO. LLC
By: Name:
Title:
Signature page to
Underwriting Agreement
The foregoing Underwriting Agreement is hereby confirmed
and accepted as of the date first above written.
Acting on behalf of themselves and as the
Representatives
of the several Underwriters
MERRILL LYNCH, PIERCE, FENNER &
SMITH
INCORPORATED
By: Name:
Title:
Signature page to
Underwriting Agreement
The foregoing Underwriting Agreement is hereby confirmed
and accepted as of the date first above written.
Acting on behalf of themselves and as the
Representatives
of the several Underwriters
HSBC SECURITIES (USA) INC.
By: Name:
Title:
Signature page to
Underwriting Agreement
The foregoing Underwriting Agreement is hereby confirmed
and accepted as of the date first above written.
Acting on behalf of themselves and as the
Representatives
of the several Underwriters
UBS SECURITIES LLC
By: Name:
Title:
By: Name:
Title:
Signature page to
Underwriting Agreement
SCHEDULE A
Underwriter
Principal Amount
of 2025 Notes
Credit Suisse Securities (USA) LLC U.S.$165,000,000
Morgan Stanley & Co. LLC. U.S.$165,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
U.S.$56,667,000
HSBC Securities (USA) Inc. U.S.$56,667,000
UBS Securities LLC U.S.$56,666,000
Total of 2025Notes U.S.$500,000,000
Underwriter
Principal Amount
of 2045 Notes
Credit Suisse Securities (USA) LLC U.S.$495,000,000
Morgan Stanley & Co. LLC. U.S.$495,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
U.S.$170,000,000 HSBC Securities (USA) Inc. U.S.$170,000,000
UBS Securities LLC U.S.$170,000,000
Total of 2045Notes U.S.$1,500,000,000
Schedule A
SCHEDULE B
1. General Use Free Writing Prospectuses (included in the General Disclosure Package)
“General Use Issuer Free Writing Prospectus” includes each of the following documents:
1. Final term sheet, dated April 20, 2015, to be filed with the Commission on April 21, 2015.
2. Other Information Included in the General Disclosure Package
The following information is also included in the General Disclosure Package:
None.
Schedule B
SCHEDULE C
Material Subsidiaries of Southern Copper Corporation
Subsidiary Jurisdiction of Organization
Percent Owned by
the Company
Americas Sales Company Inc. Delaware 100.00
Minera México Internacional Inc. Delaware 100.00
Southern Peru Limited Delaware 100.00
Buenavista del Cobre, S.A. de C.V. Mexico 99.99
Industrial Minera México, S.A. de C.V. Mexico 99.99
Mexicana del Arco, S.A. de C.V. Mexico 99.99
Mexicana de Cobre, S.A. de C.V. Mexico 98.14
Minera México, S.A. de C.V. Mexico 99.95
Operadora de Minas e Instalaciones Mineras, S.A. de C.V. Mexico 99.99
Servicios de Apoyo Administrativo, S.A. de C.V. Mexico 99.99
Compañía Minera Los Tolmos S.A. Peru 97.31
Schedule C
SCHEDULE D
Form of Comfort Letter from
Galaz, Yamazaki, Ruiz Urquiza S.C., member firm of Deloitte Touche Tohmatsu Limited
This draft is furnished solely for the purpose of indicating the form of letter that we would expect to be able to furnish the representatives of the several underwriters named in Schedule A of the Underwriting Agreement (the “Representatives”) in response to their request, the matters expected to be covered in the letter, and the nature of the procedures that we would expect to
perform with respect to such matters. Based on our discussions with the Representatives, it is our understanding that the procedures outlined in this draft letter are those they wish us to follow. Unless the Representatives inform us otherwise, we shall assume that there are no additional procedures they wish us to follow. The text of the letter itself will depend, of course, on the results of the procedures, which we would not expect to complete until shortly before the letter is given and in no event before the cutoff date indicated therein.
April 20, 2015
Credit Suisse Securities (USA) LLC Eleven Madison Avenue
New York, New York 10010-3629
Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036
HSBC Securities (USA), Inc.
452 Fifth Avenue
New York, New York 10018
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
as representatives of the several underwriters named in Schedule A of the Underwriting Agreement relating
to the Notes (as defined below)
Ladies and Gentlemen:
We have audited the consolidated balance sheets of Southern Copper Corporation and subsidiaries (the “Company”)
as of December 31, 2014 and 2013 and the consolidated statements of earnings, comprehensive income, equity and
cash flows for each of the three years in the period ended December 31, 2014, the related financial statement
schedules, and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. The Company’s financial statements, financial statement schedules and our report thereon and our report on the
effectiveness of the Company's internal control over financial reporting (which report expresses an adverse opinion
on the effectiveness of the Company’s internal control over financial reporting because of a material weakness) are
included in the Company’s annual report on Form 10-K for the year ended December 31, 2014 which is
incorporated by reference in the preliminary prospectus supplement dated April 20, 2015 (the “Preliminary
Prospectus”) and the final prospectus supplement dated April 20, 2015 (the “Final Prospectus” and together with the
Preliminary Prospectus, the “Prospectus”), for the offer and sale of U.S.$500,000,000, 3.875% Notes due 2025 and
U.S.$1,500,000,000, 5.875%% Notes due 2045 (collectively, the “Notes”) under registration statement (No. 333-
203237) on Form S-3, filed by the Company under the Securities Act of 1933, as amended (the “Act”).
Schedule D
In connection with the Prospectus —
1. We are an independent registered public accounting firm with respect to the Company within the meaning of
the Act and the applicable rules and regulations thereunder adopted by the Securities and Exchange
Commission (“SEC”) and the Public Company Accounting Oversight Board (United States) (“PCAOB”).
2. In our opinion, the consolidated annual financial statements and financial statement schedules audited by us
and incorporated by reference in the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the Securities Exchange Act of 1934, and the related rules and
regulations adopted by the SEC.
3. We have not audited any financial statements of the Company as of any date or for any period subsequent to
December 31, 2014; although we have conducted an audit for the year ended December 31, 2014, the
purpose (and therefore the scope) of the audit was to enable us to express our opinion on the consolidated
financial statements as of December 31, 2014, and for the year then ended, but not on the consolidated
financial statements for any interim period within that year. Therefore, we are unable to and do not express
any opinion on the financial position, results of operations, comprehensive income or cash flows as of any
date or for any period subsequent to December 31, 2014.
4. For purposes of this letter, we have read the 2015 minutes of the meetings of the stockholders, the board of directors, and the Corporate Practices Committee, the Finance and Planning Committee and the Audit
Committee of the Company and its subsidiaries as set forth in the minutes books at April 17, 2015, officials
of the Company having advised us that the minutes of all such meetings through those dates were set forth
therein; we have carried out other procedures to April 17, 2015 as follows (our work did not extend to the
period from April 18, 2015 to April 20, 2015, inclusive):
a. With respect to the period from January 1, 2015 to March 31, 2015, we have –
a. Read the unaudited consolidated financial statements of the Company and subsidiaries for
January, February and March of both 2015 and 2014 furnished to us by the Company, officials of
the Company having advised us that no such financial statements as of any date or for any period
subsequent to March 31, 2015 were available.
b. Inquired of certain officials of the Company who have responsibility for financial and accounting
matters whether the unaudited consolidated financial statements referred to in a(i) are stated on a
basis substantially consistent with that of the audited consolidated financial statements included in
the Company’s annual report on Form 10-K for the year ended December 31, 2014 which is
incorporated by reference in the Prospectus.
The foregoing procedures do not constitute an audit conducted in accordance with the standards of the
PCAOB. Also, they would not necessarily reveal matters of significance with respect to the comments in the
following paragraph. Accordingly, we make no representations about the sufficiency of the foregoing
procedures for your purposes.
Schedule D
5. Nothing came to our attention as a result of the foregoing procedures, however, that caused us to believe
that—
a.
(i) At March 31, 2015, there was any change in the common stock, increase in debt (including
short-term debt and the current portion of long-term debt), or decrease in consolidated net
current assets or stockholders' equity of the Company as compared with amounts shown in the
December 31, 2014 consolidated balance sheet included or incorporated by reference in the
Prospectus, except in all instances for changes, increases or decreases that the Prospectus
discloses have occurred or may occur and except as discussed below or
(ii) For the period from January 1, 2015 to March 31, 2015, there were any decreases, as compared
with the corresponding period in the preceding year, in consolidated net sales, operating income
or in the total or per-share amounts of net income, except in all instances for changes, increases
or decreases that the Prospectus discloses have occurred or may occur and except as discussed below.
As of March 31, 2015, common stock changed, debt (including short-term debt and the current portion of
long-term debt) increased and consolidated net current assets and stockholders’ equity decreased as shown in
the following table:
As of March 31, 2015
(thousands of U.S. dollars)
As of December 31,
2014
(thousands of U.S.
dollars)
Common stock
(including additional
paid-in capital)
$3,350,802 $3,353,515
Debt (including short-
term debt and the
current portion of long-
term debt)
$4,256,345 $4,206,031
Net current assets $951,988 $1,338,884
Stockholders’ equity $5,669,634 $5,836,599
Schedule D
For the period from January 1, 2015 to March 31, 2015, consolidated net sales, operating income, net income and net income per share decreased, as compared to the same period in the previous year, as
shown in the following table:
January 1, 2015 to
March 31, 2015
January 1, 2014 to
March 31, 2014
Net sales $1,274,807 $1,354,383
Operating income $436,937 $562,927
Net income $283,687 $324,597
Net earnings per share $0.35 $0.39
6. Company officials have advised us that no consolidated financial statements as of any date or for any period
subsequent to March 31, 2015 are available; accordingly, the procedures carried out by us with respect to changes in financial statement items after March 31, 2015, have, of necessity, been even more limited than
those with respect to the periods referred to in 4. We have inquired of certain officials of the Company who
have responsibility for financial and accounting matters whether (a) at April 17, 2015 there was any change
in the common stock, increase in debt (including short-term debt and the current portion of long-term debt),
or any decreases in net current assets or stockholders’ equity of the Company as compared with amounts
shown on the December 31, 2015 consolidated balance sheet included in the Company's annual report on
Form 10-K for the year ended December 31, 2014, incorporated by reference in the Prospectus, or (b) for the
period from January 1, 2015 to April 17, 2015, there were any decreases, as compared with the
corresponding period in the preceding year, in consolidated net sales, operating income or in the total or per-
share amounts of net income. On the basis of these inquiries and our reading of the minutes as described in 4,
nothing came to our attention that caused us to believe that there was any such change, increase, or decrease, except in all instances for changes, increases, or decreases that the Prospectus discloses have occurred or may
occur and except as described in the following sentence. We have been informed by officials of the Company
that, although the exact amounts may not be fully determined as of April 17, 2015 and for the period from
January 1, 2015 to April 17, 2015, they believe that the changes, increases and decreases described in
paragraph 5 have remained through such date and for such period.
7. For purposes of this letter, we have also read the section labeled “Capitalization”, specifically the amounts
under the captions “Historical” as contained in such section as set forth on page S-11 in the Preliminary
Prospectus and on page S-X in the Final Prospectus and under the caption “As Adjusted” as contained in such section as set forth on page S-X in the Final Prospectus. In relation thereto, we performed procedures
and have the following comments:
a. With respect to the amounts listed under the caption “Historical”, we (i) compared the amounts with
the balances in the corresponding accounts in the annual consolidated financial statements referred to
in the introductory paragraph of this letter and found them to be in agreement, or (ii) proved the
arithmetic accuracy of the summations based on the data in the audited consolidated financial
statements previously described.
b. We compared the amounts listed under the caption “Historical” adjusted for the issuance of the Notes
to be offered by means of the Prospectus, and for the proposed use of a portion of the estimated
proceeds from the issuance of the Notes as described in the Prospectus under “Use of Proceeds”, with the amounts shown under the caption “As Adjusted” and found such amounts to be in agreement.
However, we make no comments regarding the reasonableness of the “Use of Proceeds” or whether
such use will actually take place.
Schedule D
8. For purposes of this letter, we have also read the items identified by you on the attached copies of the
Prospectus, the annual report on Form 10-K of the Company for the year ended December 31, 2014 and the
Definitive Proxy Statement on Schedule 14A of the Company filed with the SEC on March 27, 2015, and
have performed the following procedures, which were applied as indicated with respect to the symbols
explained below:
A Compared the amounts to the corresponding amounts included in the Company’s audited consolidated
financial statements as of and for the year ended as indicated therein, and found them to be in
agreement.
B Proved the arithmetic accuracy of the amounts, percentages or ratios based on the data in the
Company’s audited consolidated financial statements as of and for the year ended as indicated therein,
and found them to be in agreement after rounding.
C Compared the amounts, percentage or ratios to corresponding amounts in analyses prepared by the
Company and found them to be in agreement, rounded where appropriate. With respect to such
analyses, we have been informed by the Company that the amounts contained in such analyses have been prepared or derived from the accounting records that are subject to the internal controls of the
Company’s accounting system. With respect to the amounts in such analyses, we (a) compared the
amounts to the Company’s accounting records and found them to be in agreement, and (b) proved the
arithmetic accuracy of the amounts, percentages or ratios therein including previous years’ amounts
when applicable.
9. With respect to paragraph 8 above:
a. It should be understood that we make no representations regarding questions of legal interpretation or
regarding the sufficiency for your purposes of the procedures enumerated in the preceding paragraph;
also, such procedures would not necessarily reveal any material misstatement of the amounts or percentages listed above. Further, we have addressed ourselves solely to the foregoing data as set forth
in the Prospectus and make no representations regarding the adequacy of disclosure or regarding
whether any material facts have been omitted.
b. It should be understood that (1) we make no representations regarding the Company’s determination
and presentation of the non-GAAP measures of financial performance or liquidity (cash cost per pound
of copper produced and net debt to total capitalization), (2) the non-GAAP measure presented may not
be comparable to similarly titled measures reported by other companies, and (3) we make no comment
as to whether the non-GAAP measure complies with the requirements of Item 10 of Regulation S-K
(S-B).
c. Our audit of the consolidated financial statements for the periods referred to in the introductory
paragraph of this letter comprised audit tests and procedures deemed necessary for the purpose of
expressing an opinion on such financial statements taken as a whole. For none of the periods referred
to therein, or any other period, did we perform audit tests for the purpose of expressing an opinion on
individual balances of accounts or summaries of selected transactions such as those enumerated above
and, accordingly, we express no opinion thereon.
Schedule D
10. This letter is for the information of the addressees and is solely to assist the underwriters in conducting and
documenting their investigation of the affairs of the Company in connection with the offering of the securities covered by the Prospectus, and it is not to be used, circulated, quoted, or otherwise referred to
within or without the underwriting group for any purpose, including but not limited to the registration,
purchase, or sale of securities, nor is it to be filed with or referred to in whole or in part in the Prospectus or
any other document, except that reference may be made to it in the underwriting agreement or in any list of
closing documents pertaining to the offering of the securities covered by the Prospectus.
Yours truly,
Galaz, Yamazaki, Ruiz Urquiza, S.C.
Member of Deloitte Touche Tohmatsu Limited
C.P.C. Miguel Angel Andrade Leven
Schedule D
EXHIBIT A-1
Form of Corporate Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
U.S. Counsel to the Company
April [●], 2015
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, New York 10018
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
As Representatives of the several Underwriters
Re: Southern Copper Corporation [●]% Notes due 2025 and [●]% Notes due 2045
Ladies and Gentlemen:
We have acted as special counsel to Southern Copper Corporation, a Delaware corporation (the
“Company” or “Our Client”), in connection with the Underwriting Agreement, dated April [●], 2015 (the
“Underwriting Agreement”), between you, as representatives of the several underwriters named therein (the
“Underwriters”), and the Company, relating to the sale by the Company to the Underwriters of the Company’s $[●]
aggregate principal amount of [●]% Notes due 2025 and $[●] aggregate principal amount of [●]% Notes due 2045
(collectively, the “Securities”) to be issued under the Indenture, dated as of April 16, 2010 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by
the Fifth Supplemental Indenture, dated as of April [●], 2015 (the “Fifth Supplemental Indenture”), between the
Company and the Trustee, and the Sixth Supplemental Indenture, dated as of April [●], 2015 (the “Sixth
Supplemental Indenture”), between the Company and the Trustee (each an “Indenture” and together the
“Indentures”). Neither the delivery of this letter nor anything in connection with the preparation, execution or
delivery of the Transaction Agreements (as herein defined) or the transactions contemplated thereby is intended to
create or shall create an attorney-client relationship with you or any other party except Our Client.
Exhibit A-1
This opinion is being furnished to you pursuant to Section 7(d) of the Underwriting Agreement.
In rendering the opinions set forth herein, we have examined and relied upon the following:
(a) the registration statement on Form S-3 (File No. 333-203237) of the Company, relating to the Securities and other securities of the Company filed with the Securities and Exchange Commission
(the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) on April 3, 2015 allowing
for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the
“Rules and Regulations”), including information deemed to be a part of the registration statement pursuant to Rule
430B of the Rules and Regulations (such registration statement, including the Incorporated Documents (as defined
below), being hereinafter referred to as the “Registration Statement”);
(b) the prospectus, dated April 3, 2015 (the “Base Prospectus”), which forms a part of and
is included in the Registration Statement;
(c) the preliminary prospectus supplement, dated April 14, 2015 (together with the Base
Prospectus and the Incorporated Documents, the “Preliminary Prospectus Supplement”), relating to the offering of
the Securities, in the form filed by the Company pursuant to Rule 424(b) of the Rules and Regulations;
(d) the “issuer free writing prospectus” (as defined in Rule 433(h)(1) of the Rules and
Regulations) of the Company relating to the offering of the Securities, filed with the Commission on April [●],
2015;
(e) the final prospectus supplement, dated April [●], 2015 (together with the Base
Prospectus and the Incorporated Documents, the “Prospectus Supplement”), relating to the offering of the Securities,
in the form filed by the Company on April [●], 2015, pursuant to Rule 424(b) of the Rules and Regulations;
(f) the documents described on Schedule I hereto filed by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as amended, and incorporated by reference into the
Preliminary Prospectus and the Prospectus Supplement, as of the date hereof (collectively, the “Incorporated
Documents”);
(g) an executed copy of the Underwriting Agreement;
Exhibit A-1
(h) an executed copy of the Base Indenture;
(i) an executed copy of the Fifth Supplemental Indenture;
(j) an executed copy of the Sixth Supplemental Indenture;
(k) executed copies of the global certificates evidencing the Securities (the “Note
Certificates”) in the form delivered by the Company to the Trustee for authentication and delivery;
(l) an executed copy of a certificate of Oscar González Rocha, President and Chief
Executive Officer of the Company, dated the date hereof, a copy of which is attached as Exhibit A hereto (the
“Officer’s Certificate”);
(m) an executed copy of a certificate of Hans A. Flury Royle, Secretary of the Company,
dated the date hereof (the “Secretary’s Certificate”);
(n) a copy of the Amended and Restated Certificate of Incorporation of the Company, as
certified by the Secretary of State of the State of Delaware, and certified pursuant to the Secretary’s Certificate;
(o) a copy of the Bylaws of the Company, as amended and in effect as of the date hereof,
certified pursuant to the Secretary’s Certificate;
(p) a copy of the Amended and Restated Certificate of Incorporation of Southern Peru
Limited, as certified by the Secretary of State of the State of Delaware, and certified pursuant to the Secretary’s Certificate;
(q) a copy of the Bylaws of Southern Peru Limited, as amended and in effect as of the
date hereof, certified pursuant to the Secretary’s Certificate;
(r) copies of certain resolutions of the Board of Directors of the Company, adopted
January 30, 2015, and resolutions of the Pricing Committee thereof, adopted April [●], 2015, certified pursuant to
the Secretary’s Certificate;
(s) copies of each of the Scheduled Contracts (as defined below); and
(t) copies of certificates, dated April [●], 2015, and bringdown verifications thereof,
dated the date hereof, from the Secretary of State of the State of Delaware with respect to the existence and good
standing of each of the Company and Southern Peru Limited in such jurisdiction (collectively, the “Delaware
Certificates”).
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of
such records of the Company and such agreements, certificates and receipts of public officials, certificates of
officers or other representatives of the Company and others, and such other documents as we have deemed
necessary or appropriate as a basis for the opinions set forth below.
Exhibit A-1
In our examination, we have assumed the genuineness of all signatures including endorsements,
the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or
photostatic copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated
herein that we did not independently establish or verify, we have relied upon statements and representations of
officers and other representatives of the Company and others and of public officials, including the facts and
conclusions set forth in the Officer’s Certificate.
We do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws
of the State of New York, (ii) the federal laws of the United States of America and (iii) the General Corporation Law
of the State of Delaware (the “DGCL”).
The Underwriting Agreement, the Note Certificates and the Indentures are referred to herein
collectively as the “Transaction Agreements.” “Organizational Documents” means those documents listed in
paragraphs (n) through (q) above, “Scheduled Contracts” means those agreements or instruments described on
Schedule II hereto, “Scheduled Orders” means those orders or decrees described on Schedule I to the Officer’s
Certificate and “General Disclosure Package” means the Preliminary Prospectus Supplement, as amended and
supplemented by the documents identified on Schedule B to the Underwriting Agreement.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are
of the opinion that:
1. Based solely on our review of the Delaware Certificates, each of the Company and Southern
Peru Limited is duly incorporated and is validly existing and in good standing under the DGCL.
2. The Company has the corporate power and authority to execute and deliver each of the Transaction Agreements and to consummate the issuance and sale of the Securities contemplated thereby.
3. The Underwriting Agreement and each Indenture has been duly authorized, executed and
delivered by all requisite corporate action on the part of the Company under the DGCL and duly executed and
delivered by the Company under the laws of the State of New York to the extent that such execution and delivery
are governed by the laws of the State of New York.
4. Each of the Indentures constitutes a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms under the laws of the State of New York.
5. Neither the execution and delivery by the Company of the Transaction Agreements nor the
consummation by the Company of the issuance and sale of the Securities contemplated thereby: (i) conflicts with the
Organizational Documents; (ii) constitutes a violation of, or default under, any Scheduled Contract; (iii) contravenes
any Scheduled Order; or (iv) violates the DGCL or any law, rule or regulation of the State of New York or the
United States of America.
Exhibit A-1
6. Neither the execution and delivery by the Company of the Transaction Agreements nor the
consummation by the Company of the issuance and sale of the Securities contemplated thereby requires the consent,
approval, licensing or authorization of, or any filing, recording or registration with, any court or governmental
authority under any law, rule or regulation of the DGCL, the State of New York or the United States of America
except for those consents, approvals, licenses and authorizations already obtained and those filings, recordings and
registrations already made.
7. To our knowledge, there are no legal or governmental proceedings pending to which the
Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is
subject that are required to be disclosed in the General Disclosure Package and the Prospectus Supplement pursuant
to Item 103 of Regulation S-K of the Rules and Regulations that are not so disclosed.
8. The Note Certificates have been duly authorized by all requisite corporate action on the part of
the Company and duly executed by the Company under the DGCL, and when duly authenticated by the Trustee and
issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting
Agreement and the Indenture, the Note Certificates will constitute valid and binding obligations of the Company,
entitled to the benefits of the Indentures and enforceable against the Company in accordance with their terms under
the laws of the State of New York.
9. The statements in the Prospectus Supplement and the General Disclosure Package under the
captions “Description of the Notes” insofar as such statements purport to summarize certain provisions of the Indentures and the Note Certificates, fairly summarize such provisions in all material respects.
10. The Company is not and, solely after giving effect to the offering and sale of the Securities and
the application of the proceeds thereof as described in the General Disclosure Package and the Prospectus
Supplement , will not be an “investment company” as such term is defined in the Investment Company Act of 1940.
The opinions stated herein are subject to the following qualifications:
(a) the opinions stated herein are limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights
generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
(b) except to the extent expressly stated in the opinions contained herein, we do not
express any opinion with respect to the effect on the opinions stated herein of (i) the compliance or non-compliance of any party to any of the Transaction Agreements with any laws, rules or regulations applicable to such party or (ii)
the legal status or legal capacity of any party to any of the Transaction Agreements;
(c) except to the extent expressly stated in the opinions contained herein, we do not
express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the
Transaction Agreements or the transactions contemplated thereby solely because such law, rule or regulation is part
of the regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or
business operations of such party or such affiliates;
Exhibit A-1
(d) we do not express any opinion with respect to any securities, antifraud, derivatives or
commodities laws, rules or regulations or Regulations T, U or X of the Board of Governors of the Federal Reserve
System;
(e) except to the extent expressly stated in the opinions contained herein, we have
assumed that each of the Transaction Agreements constitutes the valid and binding obligation of each party to such
Transaction Agreement, enforceable against such party in accordance with its terms;
(f) we do not express any opinion with respect to whether the execution or delivery of any
Transaction Agreement by the Company, or the performance by the Company of its obligations under any
Transaction Agreement, will constitute a violation of, or a default under, any covenant, restriction or provision with
respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company or
any of its subsidiaries;
(g) the opinion set forth in paragraph 7 above is based solely on our discussions with the officers of the Company responsible for the matters discussed therein, our review of documents furnished to us by
the Company and our reliance on the representations and warranties of the Company contained in the Underwriting
Agreement and the Officer’s Certificate; we have not made any other inquiries or investigations or any search of the
public docket records of any court, governmental agency or body or administrative agency. In addition, we call to
your attention that we have not been engaged by, nor have we rendered any advice to, the Company in connection
with any legal or governmental proceedings. Accordingly, we do not have any special knowledge with respect to
such matters. We understand that such matters have been and are being handled by other counsel;
(h) we call to your attention that certain of the Scheduled Contracts are governed by laws
other than those with respect to which we express our opinion, and we have not consulted attorneys admitted in any
such jurisdiction; the opinions stated herein are based solely upon our understanding of the plain meaning of the
language contained in such Scheduled Contracts, and we do not assume any responsibility for any interpretation
thereof inconsistent with such understanding;
(i) we do not express any opinion with respect to the enforceability of any provision
contained in any Transaction Agreement relating to any indemnification, contribution, exculpation or waiver that
may be contrary to public policy or violative of federal or state securities laws;
(j) we call to your attention that irrespective of the agreement of the parties to any
Transaction Agreement concerning personal jurisdiction over them, a court may decline to hear a case on grounds of
forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes;
in addition, we call to your attention that we do not express any opinion with respect to the subject matter
jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any
Transaction Agreement; and
Exhibit A-1
(k) to the extent that any opinion relates to the enforceability of the choice of New York
law and choice of New York forum provisions contained in any Transaction Agreement, the opinions stated herein
are subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and
limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity or
constitutionality.
In addition, in rendering the foregoing opinions we have assumed that:
(a) except to the extent expressly stated in the opinions contained herein with respect to
the Company, neither the execution and delivery by the Company of the Transaction Agreements nor the
consummation by the Company of the transactions contemplated thereby, including the issuance and sale of the
Securities: (i) conflicts or will conflict with the Organizational Documents, (ii) constitutes or will constitute a
violation of, or a default under, any lease, indenture, instrument or other agreement to which the Company or its property is subject, (iii) contravenes or will contravene any order or decree of any governmental authority to which
the Company or its property is subject, (iv) violates or will violate any law, rule or regulation to which the Company
or its property is subject or (v) requires the consent, approval, licensing or authorization of, or any filing, recording
or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.
This opinion is furnished only to you as representatives of the Underwriters and is solely for the
Underwriters’ benefit in connection with the closing occurring today and the offering of the Securities, in each case
pursuant to the Underwriting Agreement. Without our prior written consent, this opinion may not be used,
circulated, quoted or otherwise referred to for any other purpose or relied upon by, or assigned to, any other person
for any purpose, including any other person that acquires any Securities or that seeks to assert the rights of an
Underwriter in respect of this opinion (other than an Underwriter’s successor in interest by means of merger,
consolidation, transfer of a business or other similar transaction).
Very truly yours,
Exhibit A-1
Schedule I
Incorporated Documents
1. Annual Report of the Company on Form 10-K for the year ended December 31, 2014, filed on
March 2, 2015.
2. Definitive Proxy Statement of the Company on Schedule 14A filed on March 27, 2015 (to the
extent incorporated into the Annual Report of the Company on Form 10-K for the year ended
December 31, 2014).
3. Current Report on Form 8-K of the Company filed with the Commission on March 30, 2015.
4. Current Report on Form 8-K of the Company filed with the Commission on April 17, 2015.
Exhibit A-1
Schedule II
Scheduled Contracts
1. Indenture governing U.S.$200,000,000 6.375% Notes due 2015, by and among Southern Copper
Corporation, The Bank of New York and The Bank of New York (Luxembourg) S.A.
2. Indenture governing U.S.$600,000,000 7.500% Notes due 2035, by and among Southern Copper
Corporation, The Bank of New York and The Bank of New York (Luxembourg) S.A.
3. Indenture governing $400,000,000 7.500% Notes due 2035, by and among Southern Copper
Corporation, The Bank of new York and The Bank of New York (Luxembourg) S.A.
4. Indenture, dated as of April 16, 2010, between Southern Copper Corporation and Wells Fargo Bank, National Association.
5. First Supplemental Indenture, dated as of April 16, 2010, between Southern Copper Corporation and
Wells Fargo, National Association.
6. Second Supplemental Indenture, dated as of April 16, 2010, between Southern Copper Corporation
and Wells Fargo Bank, National Association.
7. Third Supplemental Indenture, dated as of November 8, 2012, between Southern Copper
Corporation and Wells Fargo Bank, National Association.
8. Fourth Supplemental Indenture, dated as of November 8, 2012, between Southern Copper
Corporation and Wells Fargo Bank, National Association.
9. Service Agreement entered into by the Company with a subsidiary of Grupo Mexico S.A.B. de C.V.
10. Agreement and Plan of Merger, dated as of October 21, 2004, by and among Southern Copper
Corporation, SCC Merger Sub, Inc., Americas Sales Company, Inc., Americas Mining Corporation
and Minera Mexico S.A. de C.V.
Exhibit A-1
Exhibit A
Officer’s Certificate
Exhibit A-1
EXHIBIT A-2
Form of Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
U.S. Counsel to the Company
April [●], 2015
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, New York 10018
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
UBS Securities LLC
1285 Avenue of the Americas New York, New York 10019
As Representatives of the several Underwriters
Re: Southern Copper Corporation [●]% Notes due 2025 and [●]% Notes due 2045
Ladies and Gentlemen:
We have acted as United States tax counsel to Southern Copper Corporation, a Delaware
corporation (the “Company”), in connection with the Underwriting Agreement, dated April [●], 2015 (the
“Underwriting Agreement”), between you, as representatives of the several underwriters named therein (the
“Underwriters”), and the Company, relating to the sale by the Company to the Underwriters of the Company’s U.S.
$[●] aggregate principal amount of [●]% Notes due 2025 and U.S. $[●] aggregate principal amount of [●]% Notes
due 2045 (collectively, the “Securities”) to be issued under the Indenture, dated as of April 16, 2010, between the
Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Fifth
Supplemental Indenture, dated as of April [●], 2015, between the Company and the Trustee, and the Sixth
Supplemental Indenture, dated as of April [●], 2015, between the Company and the Trustee (each an “Indenture”
and together the “Indentures”).
Exhibit A-2
This opinion is being furnished to you pursuant to Section 7(d) of the Underwriting Agreement.
In rendering the opinions set forth herein, we have examined and relied upon the following:
(a) the registration statement on Form S-3 (File No. 333-203237) of the Company,
relating to the Securities and other securities of the Company filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the “Securities Act”) on April 3, 2015 allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”),
including information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and
Regulations (such registration statement, the “Registration Statement”);
(b) the prospectus, dated April 3, 2015 (the “Base Prospectus”), which forms a part of and
is included in the Registration Statement;
(c) the preliminary prospectus supplement, dated April 14, 2015 (together with the Base
Prospectus, the “Preliminary Prospectus Supplement”) relating to the offering of the Securities, in the form filed by
the Company pursuant to Rule 424(b) of the Rules and Regulations;
(d) the “issuer free writing prospectus” (as defined in Rule 433(h)(1) of the Rules and
Regulations) of the Company relating to the offering of the Securities, filed with the Commission on April [●],
2015;
(e) the final prospectus supplement, dated April [●], 2015 (together with the Base Prospectus, the “Prospectus Supplement”), relating to the offering of the Securities, in the form filed by the
Company on April [●], 2015, pursuant to Rule 424(b) of the Rules and Regulations; and
(f) an executed copy of the Underwriting Agreement.
For purposes of our opinion, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, conformed, electronic or photostatic copies, and
the authenticity of the originals of such latter documents.
In addition, we have relied on factual statements and representations of the officers and other representatives of the Company and others, and we have assumed that such statements and representations are and
will continue to be true, correct and complete without regard to any qualification as to knowledge or belief.
Exhibit A-2
Our opinion is based on the U.S. Internal Revenue Code of 1986, as amended, U.S. Treasury
regulations, judicial decisions, published positions of the U.S. Internal Revenue Service, and such other
authorities as we have considered relevant, all as in effect as of the date of this opinion and all of which are
subject to differing interpretations or change at any time (possibly on a retroactive basis). A change in the
authorities upon which our opinion is based could affect the conclusions expressed herein. There can be no assurance, moreover, that the opinion expressed herein will be accepted by the U.S. Internal Revenue Service or,
if challenged, by a court.
Based upon and subject to the foregoing, and subject to the limitations, qualifications, exceptions
and assumptions set forth herein, in the Preliminary Prospectus Supplement or in the Prospectus Supplement we are
of the opinion that, under current U.S. federal income tax law, although the discussion set forth in the Preliminary
Prospectus Supplement and the Prospectus Supplement under the heading "United States Federal Income Tax
Consequences to Non-U.S. Holders" does not purport to summarize all possible U.S. federal income tax
considerations of the purchase, ownership and disposition of the Securities to Non-U.S. Holders (as defined
therein), such discussion constitutes, in all material respects, a fair and accurate summary of the U.S. federal
income tax considerations of the purchase, ownership and disposition of the Securities to Non-U.S. Holders who
purchase the Securities pursuant to the Prospectus Supplement.
This opinion is furnished only to you as representatives of the Underwriters and is solely for the Underwriters' benefit in connection with the closing occurring today and the offering of the Securities, in each case
pursuant to the Underwriting Agreement. Except as set forth above, we express no opinion to any party as to any tax
consequences, whether federal, state, local or foreign, of the offering of the Securities or of any transaction related
thereto. Without our prior written consent, this opinion may not be relied upon by any other person for any purpose.
This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion
to reflect any legal developments or factual matters arising subsequent to the date hereof. Very truly yours,
Exhibit A-2
EXHIBIT A-3
Form of 10b-5 Letter of Skadden, Arps, Slate, Meagher & Flom LLP
U.S. Counsel to the Company
April [●], 2015
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, New York 10018
Merrill Lynch, Pierce, Fenner & Smith
Incorporated One Bryant Park
New York, New York 10036
UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
As Representatives of the several Underwriters
Re: Southern Copper Corporation [●]% Notes due 2025 and [●]% Notes due 2045
Ladies and Gentlemen:
We have acted as special counsel to Southern Copper Corporation, a Delaware corporation (the
“Company”), in connection with the Underwriting Agreement, dated April [●], 2015 (the “Underwriting
Agreement”), between you, as representatives of the several underwriters named therein (the “Underwriters”), and
the Company, relating to the sale by the Company to the Underwriters of the Company’s $[●] aggregate principal
amount of [●]% Notes due 2025 and $[●] aggregate principal amount of [●]% Notes due 2045 (collectively, the
“Securities”) to be issued under the Indenture, dated as of April 16, 2010 (the “Base Indenture”), between the
Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Fifth
Supplemental Indenture, dated as of April [●], 2015, between the Company and the Trustee, and the Sixth
Supplemental Indenture, dated as of April [●], 2015, between the Company and the Trustee.
Exhibit A-3
This letter is being furnished to you pursuant to Section 7(d) of the Underwriting Agreement.
In the above capacity, we have reviewed (i) the registration statement on Form S-3 (File No. 333-
203237) of the Company relating to the Securities and other securities of the Company filed on April 3, 2015 with
the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the
“Securities Act”) allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under
the Securities Act (the “Rules and Regulations”), including the Incorporated Documents (as defined below) and the
information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations
(such registration statement, being hereinafter referred to as the “Registration Statement”); (ii) the prospectus, dated
April 3, 2015 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement; (iii) the
preliminary prospectus supplement, dated April 14, 2015 (together with the Base Prospectus and the Incorporated
Documents, the “Preliminary Prospectus”), relating to the offering of the Securities in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and (iv) the prospectus supplement, dated April
[●], 2015 (the “Prospectus Supplement” and, together with the Base Prospectus and the Incorporated Documents,
the “Prospectus”), relating to the offering of the Securities in the form filed with the Commission pursuant to Rule
424(b) of the Rules and Regulations. We also have reviewed the documents identified on Schedule A hereto filed
with the Commission pursuant to the Securities Exchange Act of 1934, as amended, and incorporated by reference
into the Registration Statement, Preliminary Prospectus and the Prospectus as of the date hereof (collectively, the
“Incorporated Documents”), the “issuer free writing prospectus” (as defined in Rule 433(h)(1) of the Rules and
Regulations) identified on Schedule B hereto relating to the Securities (the “Free Writing Prospectus”) and such
other documents as we deemed appropriate.
Assuming the accuracy of the representations and warranties of the Company set forth in Sections
2(c)(i), 2(c)(iii) and 2(d) of the Underwriting Agreement, the Registration Statement became effective upon filing with the Commission pursuant to Rule 462 of the Rules and Regulations and, pursuant to Section 309 of the Trust
Indenture Act of 1939, as amended (the “Trust Indenture Act”), the Base Indenture has been qualified under the
Trust Indenture Act, and to our knowledge, based solely upon our review of the Commission’s website, no stop
order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that
purpose have been instituted or are pending or threatened by the Commission.
In addition, we have participated in conferences with officers and other representatives of the
Company, representatives of the independent registered public accountants of the Company and you, as
representatives of the several Underwriters, and Cleary Gottlieb Steen & Hamilton LLP, counsel for the several
Underwriters, at which the contents of the Registration Statement, the Prospectus, the General Disclosure Package
(as defined below) and related matters were discussed. We did not participate in the preparation of the Incorporated
Documents but have, however, reviewed such documents and discussed the business and affairs of the Company
with officers and other representatives of the Company. We do not pass upon, or assume any responsibility for, the accuracy, completeness or fairness of the statements contained or incorporated by reference into the Registration
Statement, the Prospectus or the General Disclosure Package and have made no independent check or verification
thereof (except to the limited extent referred to in paragraph 9 of our opinion to you dated the date hereof and our
opinion to you, dated the date hereof, relating to the discussion in the General Disclosure Package and the
Prospectus Supplement under the heading “United States Federal Income Tax Consequences to Non-U.S. Holders”).
Exhibit A-3
On the basis of the foregoing, (i) the Registration Statement, at the Effective Time (as defined
below) and the Prospectus, as of the date of the Prospectus Supplement, appeared on their face to be appropriately
responsive in all material respects to the requirements of the Securities Act and the Rules and Regulations (except
that in each case we do not express any view as to the financial statements, schedules and other financial
information included or incorporated by reference therein or excluded therefrom or the Statement of Eligibility on
Form T-1 (the “Form T-1”)) and (ii) no facts have come to our attention that have caused us to believe that the
Registration Statement, at the Effective Time, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements therein not misleading, or that the
Prospectus, as of the date of the Prospectus Supplement and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading (except that in each case we
do not express any view as to the financial statements, schedules and other financial information included or
incorporated by reference therein or excluded therefrom, the report of management’s assessment of the effectiveness
of internal controls over financial reporting or the auditors’ report on the effectiveness of the Company’s internal
controls over financial reporting, or the statements contained in the exhibits to the Registration Statement, including
the Form T-1).
In addition, on the basis of the foregoing, no facts have come to our attention that have caused us
to believe that the General Disclosure Package, as of the Applicable Time (as defined below), contained an untrue
statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading (except that we do not express any view
as to the financial statements, schedules and other financial information included or incorporated by reference therein or excluded therefrom, the report of management’s assessment of the effectiveness of internal controls over
financial reporting or the auditors’ report on the effectiveness of the Company’s internal controls over financial
reporting, or the statements contained in the exhibits to the Registration Statement, including the Form T-1).
As used herein, (i) “Effective Time” means the time of effectiveness of the Registration Statement
for purposes of Section 11 of the Securities Act, as such section applies to the Underwriters, (ii) “Applicable Time”
means [●]:00 [a./p.]m (Eastern time) on April [●], 2015 and (iii) “General Disclosure Package” means the
Preliminary Prospectus, as amended and supplemented by the Free Writing Prospectus.
Exhibit A-3
This letter is furnished only to you as representatives of the Underwriters and is solely for the
Underwriters’ benefit in connection with the closing occurring today and the offering of the Securities, in each case pursuant to the Underwriting Agreement. Without our prior written consent, this letter may not be used, circulated,
quoted or otherwise referred to for any other purpose or relied upon by, or assigned to, any other person for any
purpose, including any other person that acquires any Securities or that seeks to assert the rights of an Underwriter
in respect of this letter (other than an Underwriter’s successor in interest by means of merger, consolidation, transfer
of a business or other similar transaction).
Very truly yours,
Exhibit A-3
Schedule A
Incorporated Documents
1. Annual Report of the Company on Form 10-K for the year ended December 31, 2014, filed on
March 2, 2015.
2. Definitive Proxy Statement of the Company on Schedule 14A filed on March 27, 2015 (to the
extent incorporated into the Annual Report of the Company on Form 10-K for the year ended
December 31, 2014).
3. Current Report on Form 8-K of the Company filed with the Commission on March 30, 2015.
4. Current Report on Form 8-K of the Company filed with the Commission on April 17, 2015.
Exhibit A-3
Schedule B
Free Writing Prospectus
Free Writing Prospectus containing the final pricing terms relating to the offering of the Securities, filed with the
Commission on April [●], 2015.
Exhibit A-3
EXHIBIT B-1
Form of Opinion of González Calvillo, S.C.
Mexican Counsel to the Company
April [●], 2015
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010-3629
Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, NY 10018
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, NY 10036
UBS Securities LLC
1285 Avenue of the Americas
New York, NY 10019
As Representatives of the Several Underwriters.
Ladies and Gentlemen:
We have acted as special Mexican counsel for Southern Copper Corporation, a corporation organized under the laws of the State of Delaware, United States of America (the "Company"), in connection with the offer and sale
by the Company of U.S.$[●], [●]% Notes due 2025 (the "2025 Notes") and U.S.$[●] [●]% Notes due 2045 (the
"2045 Notes"), and together with the 2025 Notes, the "Offered Securities”) pursuant to an Underwriting Agreement
dated April [●], 2015 (the "Underwriting Agreement"), by and among the Company and you, as representatives of
the several underwriters named in Schedule A thereto (collectively, the "Underwriters"). This opinion letter is
furnished pursuant to Section 7(e) of the Underwriting Agreement.
Exhibit B-1
Capitalized terms used herein and not otherwise defined, shall have the meaning ascribed to such terms in
the Underwriting Agreement. All assumptions and statements of reliance herein have been made without any
independent investigation or verification on our part, except to the extent otherwise expressly stated, and we express
no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.
For the purposes of this opinion letter, we have examined copies of such documents, agreements and
instruments, as we have deemed necessary or appropriate, including the following:
(a) the Underwriting Agreement;
(b) the Indentures;
(c) the Offered Securities;
(d) the Registration Statement;
(e) the General Disclosure Package, including the documents incorporated by reference therein;
(f) the Final Prospectus;
(g) the public deeds identified in Exhibit “B” hereto (the "Organizational Documents") containing the
by-laws (estatutos sociales)of each of the subsidiaries of the Company listed on Exhibit “A”
hereto (the “Mexican Subsidiaries”); and
(h) copies of the stock registry book (libro de registro de acciones) of each of the Mexican
Subsidiaries (the “Stock Registry Books”).
The documents referred to in items (a) through (f) above, are referred to herein collectively as the “Transaction Documents”.
In rendering the opinions expressed herein, we have assumed (i) the due authorization, execution and
delivery of each of the Transaction Documents by each party thereto, and the power and authority of each such
party, under all applicable laws and regulations to enter into, execute, deliver and perform their respective
obligations under each of the Transaction Documents; (ii) that all approvals necessary for the validity and
enforceability of each of the Transaction Documents (other than the Mexican governmental approvals, which are
addressed below) have been obtained and are in full force and effect; (iii) the validity, binding effect and
enforceability of each of the Transaction Documents under the laws governing them; (iv) the genuineness of all
signatures and the authenticity of all opinions, documents and papers submitted to us; (v) that copies of all opinions,
documents and papers submitted to us are complete and conform to the originals thereof; and (vi) that the offer and sale of the Offered Securities by the Company will not be made by way of a public offering in the United Mexican
States (“Mexico”) and that no action has been or will be taken by the Company or the Underwriters, which should
be deemed, under the applicable laws of Mexico, as an offering of securities to the public in Mexico.
Exhibit B-1
As to questions of fact material to the opinions hereinafter expressed, we have, when relevant facts were
not independently established by us, relied upon the representations and warranties of the Company and the
Underwriters contained in the Underwriting Agreement, and certificates and oral or written statements and other
information of or from public officials, officers and representatives of the Company and the Mexican Subsidiaries
and such other persons as we have deemed necessary or appropriate for the opinions expressed below.
We are not representing the Company or any of the Mexican Subsidiaries in connection with any pending
actions, investigations, suits or proceedings by or before any Mexican court or governmental agency, authority or
body or any arbitrator, in which any of such persons are named defendants.
Based upon the foregoing and subject to the qualifications set forth below, we are of the opinion that:
(1) Each of the Mexican Subsidiaries is a sociedad anónima de capital variable, duly organized
and validly existing under the laws of Mexico, with general corporate power and authority to conduct its business as
described in the Registration Statement, the General Disclosure Package and the Final Prospectus.
(2) Based solely on our review of the Stock Registry Books, all the outstanding shares of capital
stock of each of the Mexican Subsidiaries have been duly and validly authorized and issued and are fully paid and
non-assessable, and except for minority participations owned by other non-related persons, the outstanding shares of
the capital stock of the Mexican Subsidiaries are owned by Americas Sales Company Inc., either directly, or through
majority owned subsidiaries, and are free and clear of any security interest, claim, lien or encumbrance.
(3) No consent or authorization by, and no notice to, or filing or registration with, any Mexican
court or governmental authority, is required for the execution and performance by the Company of the Underwriting
Agreement, the Indentures or the Offered Securities.
(4) The statements included in the Form 10-K as filed by the Company with the U.S. Securities and
Exchange Commission for the year ended December 31, 2014, under the headings (including the information
referenced or incorporated by reference therein) “Item 1. Business—Labor Force—Mexico”, “Item 1. Business—
Fuel, Electricity and Water Supplies—Mexico”, “Item 1. Business—Environmental Matters”, “Item 1. Business—
Mining Rights and Concessions—Mexico”, “Item 1A. Risk Factors—Operational risks—Our Company is subject to
health and safety laws which may restrict our operations, result in operational delays or increase our operating costs and adversely affect our financial results of operations”, “Item 1A. Risk Factors—Operational risks—We may be
adversely affected by labor disputes”, "Item 1A. Risk Factors—Operational risks—Environmental, regulatory
response to climate change, and other regulations may increase our costs of doing business, restrict our operations or
result in operational delays", "Item 1A. Risk Factors—Other risks—Applicable law restricts the payment of
dividends from our Minera Mexico subsidiary to us”, "Item 1A. Risk Factors—Risks Associated with Doing
Business in Peru and Mexico—There is uncertainty as to the termination and renewal of our mining concessions",
"Item 1A. Risk Factors—Risks Associated with Doing Business in Peru and Mexico—Mexican economic and
political conditions, as well as drug-related violence, may have an adverse impact on our business", "Item 1A. Risk
Factors—Risks Associated with Doing Business in Peru and Mexico—Mexican inflation, restrictive exchange
control policies and fluctuations in the peso exchange rate may adversely affect our financial condition and results of
operations” and "Item 3. Legal Proceedings", insofar as such statements purport to summarize or relate to legal
proceedings in Mexico or provisions of Mexican laws or regulations, are accurate and fair summaries of such laws or regulations in all material respects.
Exhibit B-1
(5) No stamp or other transfer taxes or duties and no capital gains, income, withholding or other
similar taxes are payable in Mexico or any political subdivision thereof or to any authority having power to tax
therein, in connection with the execution, delivery or performance of the Underwriting Agreement or the Indentures
by the Company, or the sale or delivery of the Offered Securities by the Company to the Underwriters or the initial
resales thereof by the Underwriters in the manner contemplated by the Underwriting Agreement, the General
Disclosure Package and the Final Prospectus.
(6) The Underwriters will not, under current Mexican law, be deemed to be residents of Mexico
and subject to taxation in Mexico, by reason solely of the execution, performance or enforcement of the
Underwriting Agreement.
(7) Neither the execution and delivery of the Underwriting Agreement and the Indentures, nor the
issuance and sale of the Offered Securities by the Company to the Underwriters or the initial resales of the Offered
Securities by the Underwriters in the manner contemplated by the Underwriting Agreement, the General Disclosure
Package and the Final Prospectus, nor the consummation of any other of the transactions therein contemplated, nor
the fulfillment of the terms thereof will conflict with, result in a breach or violation of, or constitute a default under,
or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Mexican Subsidiaries pursuant to (i) the Organizational Documents of each of the Mexican Subsidiaries, or (ii) any Mexican
federal statute, law, rule, or regulation, applicable to the Mexican Subsidiaries, of any federal Mexican regulatory
body, administrative agency, governmental body, or other Mexican federal authority having jurisdiction over each of
the Mexican Subsidiaries or any of their respective properties.
We express no opinion as to any laws other than the federal laws of Mexico in effect as of the date hereof.
We assume no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if
we become aware of any facts that might change the opinions expressed herein after the date hereof. Except as
specifically stated herein, we make no comment with regard to any representations made or which may be made by
the Company or the Mexican Subsidiaries in any of the Transaction Documents or otherwise. The opinions
contained herein are limited to the matters expressly stated herein, in each case as of the date hereof, and no opinion
may be inferred or may be implied beyond such matters.
Exhibit B-1
This opinion letter is furnished to you solely for your benefit in connection with the Transaction
Documents. This opinion may not be used, circulated, transmitted, quoted or otherwise referred to for any other
purpose, or relied upon by any other person without our prior written consent.
Very truly yours,
González Calvillo, S.C.
Exhibit B-1
Exhibit “A”
Mexican Subsidiaries
1. Minera México, S.A. de C.V.
2. Buenavista del Cobre, S.A. de C.V.
3. Industrial Minera México, S.A. de C.V.
4. Mexicana de Cobre, S.A. de C.V.
5. Mexicana del Arco, S.A. de C.V.
6. Operadora de Minas e Instalaciones Mineras, S.A. de C.V.
7. Servicios de Apoyo Administrativo, S.A. de C.V.
8. Operaciones Mineras y Metalúrgicas de Sonora, S.A. de C.V.
Exhibit B-1
Exhibit “B”
Organizational Documents
1. Minera México, S.A. de C.V.
Public deed No. 45,178, dated March 24, 1994, granted before Mr. Miguel Alessio Robles, Notary Public No. 19 of Mexico, Federal District, containing the articles of incorporation of Minera México, S.A. de C.V.
Public deed No. 83,660, dated October 1, 2000, granted before Mr. Cecilio González Márquez, Notary
Public No.151 of Mexico, Federal District, containing the total restatement of the by-laws of Minera
México, S.A. de C.V.
Public deed No. 96,881, dated June 4, 2003, granted before Mr. Cecilio González Márquez, Notary Public
No. 151 of Mexico, Federal District, containing the corporate merger of Minera México, S.A. de C.V.
(merging company) and Grupo Minero México, S.A. de C.V. (merged company).
Public deed No. 64,082, dated June 2, 2005, granted before Mr. Luis Antonio Montes de Oca Mayagoitia,
Notary Public No. 29 of Mexico, Federal District, containing the corporate merger of Minera México, S.A. de C.V. (merging company) and Cobrelding Controladora, S.A. de C.V. (merged company).
Public deed No. 110,291, dated September 5, 2005, granted before Mr. Cecilio González Márquez, Notary
Public No. 151 of Mexico, Federal District, containing the amendment of the by-laws of Minera México,
S.A. de C.V.
Public deed No. 170,385, dated March 12, 2014, granted before Mr. Cecilio González Márquez, Notary
Public No. 151 of Mexico, Federal District, containing the corporate merger of Minera México, S.A. de
C.V. (merging company) and Cobrentas Arrendadora, S.A. de C.V., Indumirentas Arrendadora, S.A. de
C.V., Mimenorentas Arrendadora, S.A. de C.V., Mexcanrentas Arrendadora, S.A. de C.V., México
Compañía Inmobiliaria, S.A., SDG México Apoyo Administrativo, S.A. de C.V., Empresa Mexicana Inmobiliaria, S.A. de C.V. and Taller Escuela de Platería de Somberete, S.A. (merged companies); as well
as the total restatement of the by-laws of Minera México, S.A. de C.V.
2. Buenavista del Cobre, S.A. de C.V. (formerly Mexicana de Cananea, S.A. de C.V.)
Public deed No. 56,226, dated June 21, 1990, granted before Mr. Gerardo Correa Etchegaray, Notary
Public No. 89 of Mexico, Federal District, containing the articles of incorporation of Buenavista del Cobre,
S.A. de C.V.
Exhibit B-1
Public deed No. 72,968, dated May 29, 1998, granted before Mr. Cecilio González Márquez, Notary Public
No. 151 of Mexico, Federal District, containing the restatement of the by-laws of Buenavista del Cobre, S.A. de C.V.
Public deed No. 110,817, dated October 4, 2005, granted before Mr. Cecilio González Márquez, Notary
Public No. 151 of Mexico, Federal District, containing the spin-off of Buenavista Del Cobre, S.A. de C.V.,
resulting in the incorporation of Mexcanrentas Arrendadora, S.A. de C.V.
Public deed No. 147,124, dated November 5, 2010, granted before Mr. Cecilio González Márquez, Notary
Public No. 151 of Mexico, Federal District, containing the amendment of the by-laws of Buenavista del
Cobre, S.A. de C.V.
3. Industrial Minera México, S.A. de C.V. (formerly Compañía Minera Asarco, S.A.) Public deed No. 13, dated January 14, 1918, granted before the Public Register of Commerce of Mexico,
Federal District, containing the articles of incorporation of Industrial Minera México, S.A. de C.V.
Public deed No. 23,723, dated March 10, 1961, granted before Mr. Francisco Vázquez Pérez, Notary Public
No. 74 of Mexico, Federal District, containing the corporate merger of Industrial Minera México, S.A. de
C.V. (merging company) and Compañía Minera Nacional, S.A., Compañía Minera Alarcon, S.A.,
Compañía Metalúrgica Asarco, S.A., Carbonífera Sabinas, S.A., Minera San Martín, S.A., Ácidos Asarco,
S.A. and Mexican Zinc Co. (merged companies).
Public deed No. 34,432, dated January 13, 1999, granted before Mr. Miguel Limón Díaz, Notary Public No.
97 of Mexico, Federal District, containing the restated by-laws of Industrial Minera México, S.A. de C.V.,
resulting from several prior amendments thereto.
Public deed No. 110,815, dated October 4, 2005, granted before Mr. Cecilio González Márquez, Notary
Public No. 151 of Mexico, Federal District, containing the spin-off of Industrial Minera México, S.A. de
C.V., resulting in the incorporation of Indumirentas Arrendadora, S.A. de C.V.
Public deed No. 153,007, dated September 6, 2011, granted before Mr. Cecilio González Márquez, Notary
Public No. 151 of Mexico, Federal District, containing the amendment of the by-laws of Industrial Minera
México, S.A. de C.V.
Public deed No. 15,619, dated February 14, 2012, granted before Mr. Cecilio González Márquez, Notary
Public No. 151 of Mexico, Federal District, containing the corporate merger of Industrial Minera México,
S.A. de C.V. (merging company) and Minerales Metálicos del Norte, S.A. (merged company).
Exhibit B-1
4. Mexicana de Cobre, S.A. de C.V.
Public deed No. 32,133, dated October 7, 1968, granted before Mr. Francisco Vazquez Perez, Notary
Public No. 74 of Mexico, Federal District, containing the articles of incorporation of Mexicana de Cobre,
S.A. de C.V.
Public deed No. 34,433, dated January 13, 1999 granted before Mr. Miguel Limon Diaz, Notary Public No. 97 of Mexico, Federal District, containing the restated by-laws of Mexicana de Cobre, S.A. de C.V.
Public deed No. 64,080, dated June 2, 2005, granted before Mr. Luis Antonio Montes de Oca Mayagoitia,
Notary Public No. 29 of Mexico, Federal District, containing the spin-off of Mexicana de Cobre, S.A. de
C.V., resulting in the incorporation of Cobrelding Controladora, S.A. de C.V.
Public deed No. 110,813 dated October 4, 2005, granted before Mr. Cecilio González Márquez, Notary
Public No. 151 of Mexico, Federal District, containing the spin-off of Mexicana de Cobre, S.A. de C.V.,
resulting in the incorporation of Cobrentas Arrendadora, S.A. de C.V.
Public deed No. 153,008, dated September 6, 2011, granted before Mr. Cecilio González Márquez, Notary
Public No. 151 of Mexico, Federal District, containing the restatement of the by-laws of Mexicana de Cobre, S.A. de C.V.
5. Mexicana del Arco, S.A. de C.V. (formerly Zinc de Mexico, S.A.)
Public deed No. 17,683 dated October 3, 1977, granted before Mr. Miguel Limón Diaz, Notary Public No.
97 of Mexico, Federal District, containing the articles of incorporation of Mexicana del Arco, S.A. de C.V.
Exhibit B-1
Public deed No. 30,527 dated September 23, 1993, granted before Mr. Miguel Limón Diaz, Notary Public
No. 97 of Mexico, Federal District, containing the corporate merger of Mexicana del Arco, S.A. de C.V.
(merging company) and Promotora Minera B.C., S.A. de C.V. and Minera Renacimiento, S.A. de C.V. (merged companies).
Public deed No. 34,432 dated January 13, 1999, granted before Mr. Miguel Limon Diaz, Notary Public No.
97 of Mexico, Federal District, containing the restated by-laws of Mexicana Del Arco, S.A. de C.V.,
resulting from several prior amendments thereto.
Public deed No. 79,976 dated February 2, 2000, granted before Mr. Cecilio González Márquez, Notary
Public No. 151 of Mexico, Federal District, containing the amendment of the by-laws of Mexicana del Arco, S.A. de C.V.
6. Operadora de Minas e Instalaciones Mineras, S.A. de C.V.
Public deed No. 148,711, dated January 21, 2011, granted before Mr. Cecilio González Márquez, Notary
Public No. 151 of Mexico, Federal District, containing the articles of incorporation of Operadora de Minas
e Instalaciones Mineras, S.A. de C.V.
Exhibit B-1
7. Servicios de Apoyo Administrativo, S.A. de C.V.
Public deed No. 9,682, dated April 28, 1992, granted before Mr. Salvador Sanchez de la Barquera, Notary
Public No. 141 of Mexico, Federal District, containing the articles of incorporation of Servicios de Apoyo
Administrativo, S.A. de C.V.
8. Operaciones Mineras y Metalúrgicas de Sonora, S.A. de C.V.
Public deed No. 151,832, dated July 4, 2011, granted before Mr. Cecilio González Márquez, Notary Public
No. 151 of Mexico, Federal District, containing the articles of incorporation of Operaciones Mineras y
Metalúrgicas de Sonora, S.A. de C.V.
Exhibit B-1
EXHIBIT B-2
Form of 10b-5 Letter of González Calvillo, S.C.
Mexican Counsel to the Company
April [●], 2015
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010-3629
Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, NY 10018
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, NY 10036
UBS Securities LLC 1285 Avenue of the Americas
New York, NY 10019
As Representatives of the Several Underwriters.
Ladies and Gentlemen:
We have acted as special Mexican counsel for Southern Copper Corporation, a corporation organized under
the laws of the State of Delaware, United States of America (the "Company"), in connection with the offer and sale
by the Company of U.S.$[●], [●]% Notes due 2025 (the "2025 Notes") and U.S.$[●] [●]% Notes due 2045 (the
"2045 Notes"), and together with the 2025 Notes, the "Offered Securities”) pursuant to an Underwriting Agreement
dated April [●], 2015 (the "Underwriting Agreement"), by and among the Company and you as representatives of
the several underwriters named in Schedule A thereto (collectively, the "Underwriters"). This letter is furnished
pursuant to Section 7(e) of the Underwriting Agreement. Capitalized terms used herein and not otherwise defined,
shall have the meaning ascribed to such terms in the Underwriting Agreement. All assumptions and statements of
reliance herein have been made without any independent investigation or verification on our part, except to the
extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such
assumptions or items relied upon.
Exhibit B-2
As special Mexican counsel to the Company in connection with the offer and sale of the Offered Securities,
we have reviewed (i) the Registration Statement; (ii) the Final Prospectus, and (iii) the General Disclosure Package,
and participated in discussions with representatives of the Company, its accountants, its United States and Peruvian
counsel and with your representatives and your United States, Mexican and Peruvian counsel, in which the contents
of the Registration Statement, the General Disclosure Package and the Final Prospectus and related matters were
discussed. In addition, we reviewed and have relied upon certificates of certain officers of the Company and/or the
subsidiaries of the Company listed in Exhibit “A” hereto (the “Mexican Subsidiaries”).
Because the primary purpose of our professional engagement was not to establish or confirm factual
matters or financial or accounting matters, and because many determinations involved in the preparation of the
Registration Statement, the General Disclosure Package and the Final Prospectus are of a wholly or partially non-
legal character or relate to legal matters outside the scope of this letter, we are not passing upon and do not assume
any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration
Statement, the General Disclosure Package and the Final Prospectus (except to the extent expressly set forth in
numbered paragraph 4 of the opinion letter furnished to you of even date herewith and subject to the terms of such
opinion), and we make no representation that we have independently verified the accuracy, completeness or fairness
of such statements. Without limiting the foregoing, we assume no responsibility for, and have not independently
verified the accuracy, completeness or fairness of the financial statements and schedules and other financial,
technical, operating and industry-related data (including, without limitation, information regarding the Company’s
and the Mexican Subsidiaries’ mining reserves), included in the Registration Statement, the General Disclosure Package and the Final Prospectus, and we have not examined the accounting and financial records from which such
financial statements, schedules and data are derived.
However, based upon our review of the Registration Statement, the General Disclosure Package and the
Final Prospectus, considered in the light of our understanding of the applicable Mexican federal laws and policy and
the experience we have gained through our practice in Mexico thereunder, and our participation in the
aforementioned discussions; we advise you, solely with respect to the Mexican Subsidiaries, that nothing has come
to our attention that causes us to believe that: (i) the Registration Statement or any amendment thereto as of the
Effective Time, contained an untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; (ii) the Final Prospectus or any
amendment thereto, as of the date thereof and as of the date of this letter, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; or (iii) the General Disclosure Package, as
of the Applicable Time, contained any untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading. We make no statement as to the financial statements and notes thereto and financial schedules and other
financial, technical, operating and industry-related data included in the Registration Statement, the Final Prospectus
and the General Disclosure Package or omitted therefrom.
Exhibit B-2
We are attorneys authorized to practice laws in Mexico. We therefore express no opinion as to any laws
other than the federal laws of Mexico in effect as of the date hereof. In particular, we express no view with respect
to, under, or in connection with, the United States securities laws and regulations, or the interpretation thereof or
practice thereunder.
We assume no obligation to supplement this letter after the date hereof. The views contained herein are
limited to the matters expressly stated herein, in each case as of the date hereof, and no view or statement may be
inferred or may be implied beyond such matter.
This letter is delivered to you solely for your benefit in connection with the offering by the Company of the
Offered Securities. This letter may not be used, circulated, transmitted, quoted or otherwise referred to for any other
purpose, or relied upon by any other person without our prior written consent.
Very truly yours,
González Calvillo, S.C.
Exhibit B-2
Exhibit “A”
Mexican Subsidiaries
9. Minera México, S.A. de C.V.
10. Buenavista del Cobre, S.A. de C.V.
11. Industrial Minera México, S.A. de C.V.
12. Mexicana de Cobre, S.A. de C.V.
13. Mexicana del Arco, S.A. de C.V.
14. Operadora de Minas e Instalaciones Mineras, S.A. de C.V.
15. Servicios de Apoyo Administrativo, S.A. de C.V.
16. Operaciones Mineras y Metalúrgicas de Sonora, S.A. de C.V.
Exhibit B-2
EXHIBIT C-1
Form of Opinion of Rodrigo, Elías & Medrano Abogados
Peruvian Counsel to the Company
April [___], 2015 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 United States of America Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 United States of America HSBC Securities (USA) Inc. 452 Fifth Avenue New York, NY 10018 United States of America Merrill Lynch, Pierce, Fenner & Smith
Incorporated One Bryant Park New York, NY 10036 United States of America UBS Securities LLC 1285 Avenue of the Americas New York, NY 10019 United States of America as Representatives of the several Underwriters Ladies and gentlemen: We have acted as special Peruvian counsel to Southern Copper Corporation, a corporation organized under the laws of the State of Delaware, United States of America (the “Company”), in connection with the offer and sale by the Company of US$[___] [___]% Notes due 2025 (the “2025 Notes”) and US$[___] [___]% Notes due 2045 (the “2045 Notes” and, together with the 2025 Notes, the “Offered Securities”), pursuant to an Underwriting Agreement dated April [___], 2015, entered into by and among the Company and you, as Representatives of the several Underwriters (the “Underwriting Agreement”). This opinion letter is furnished pursuant to Section 7(f) of the Underwriting Agreement. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Underwriting Agreement.
Exhibit C-1
In rendering the opinions expressed below we have examined an executed copy (or a copy certified to our satisfaction) of the following documents (the “Transaction Documents”):
(a) the Underwriting Agreement;
(b) the Indentures;
(c) the Offered Securities;
(d) the Registration Statement;
(e) the General Disclosure Package, including the documents incorporated by reference therein; and
(f) the Final Prospectus, including the documents incorporated by reference therein.
In addition, we have examined the following documents:
(y) the corporate documents of the Company regarding the establishment and registration of Southern Peru Copper Corporation Sucursal del Perú as a branch to conduct the operations of the Company in the Republic of Peru (“SPCC Peru Branch”); and
(z) all such other documents, agreements and instruments, and such Peruvian laws, rules and regulations, as we have deemed relevant or appropriate in connection with the giving of this opinion letter.
In such examination we have assumed without any independent investigation or verification of any kind (i) the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as certified, photostatic, electronic or facsimile copies, (ii) the due authorization, execution and delivery of the Underwriting Agreement, the Indentures and the Offered Securities by each of the parties thereto, (iii) that the performance of the Underwriting Agreement, the Indentures and the Offered Securities is within the capacity and powers of each of the parties thereto, and (iv) the legality, validity, binding nature and enforceability of the Underwriting Agreement, the Indentures and the Offered Securities under the laws of the State of New York, United States of America. Also, we have relied on and assume the accuracy of the documents we have examined, including without limitation the representations and warranties as to matters of fact and the covenants contained in the Underwriting Agreement, the Indentures and the Offered Securities and the certificates or other documents delivered in connection therewith or herewith. We have further assumed that the execution, delivery and performance by the parties to the Underwriting Agreement, the Indentures and the Offered Securities (i) do not require any notice to, or filing or registration by, the Company or any of the other parties to the Underwriting Agreement, the Indentures or the Offered Securities with, or the grant of any approval or consent to the Company or any of the other parties to the Underwriting Agreement, the Indentures or the Offered Securities of, any court or governmental agency, authority or body that has not been made or obtained other than any court or governmental agency, authority or body in the Republic of Peru, and (ii) do not violate or conflict with any law or regulation of any governmental agency, authority or body of any jurisdiction other than those in force and effect in the Republic of Peru.
Exhibit C-1
We express no opinion as to any laws other than the laws of the Republic of Peru and we have assumed that there is nothing in any other law or jurisdiction that affects our opinion. In particular we have made no independent investigation of the laws of the United States of America or any jurisdiction thereof as a basis for the opinions expressed below and do not express or imply any opinion on or based on the criteria or standards provided for in such laws. As to questions of fact material to the opinions expressed below, we have not undertaken an independent verification and have solely relied upon originals or copies, certified or otherwise identified to our satisfaction, of all such corporate records of SPCC Peru Branch and such other instruments or certificates of public officials, officers and representatives of the Company and SPCC Peru Branch and such other persons as we have deemed necessary or appropriate for the opinions expressed below.
We express no view as to any transaction, fact or situation in which the Company or SPCC Peru Branch has been involved outside of the Republic of Peru, except to the extent that any such transaction, fact or situation implicates Peruvian applicable law, in which case we have reviewed such transaction, fact or situation only with respect to the implications thereof under Peruvian applicable law. We assume no responsibility for, and have not independently verified, the accuracy, completeness or fairness of the financial statements and schedules and other financial and accounting data included in the Transaction Documents, and we have not examined the accounting and financial records from which such financial statements, schedules and data are derived. Based upon the foregoing and subject to the qualifications set forth below, we are of the opinion that:
1. SPCC Peru Branch is duly registered in the Republic of Peru as a foreign branch of the Company under the laws of the Republic of Peru.
2. Under the laws of the Republic of Peru, SPCC Peru Branch has full power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the General Disclosure Package and the Final Prospectus.
3. To our knowledge, there is no pending or threatened action, investigation, suit or proceeding by or before any Peruvian court or governmental agency, authority or body or any arbitrator involving SPCC Peru Branch or its property that, if determined adversely thereto, would individually or in the aggregate have a Material Adverse Effect, except as set forth in or contemplated by the Registration Statement, the General Disclosure Package or the Final Prospectus.
4. No consent, approval, authorization, filing, order, registration or qualification of or with any Peruvian court or governmental agency or body, or any Peruvian self-regulating organization or exchange by or in respect of the Company or SPCC Peru Branch or any of the Underwriters (or any agent thereof), is required in connection with the entering into the transactions contemplated by the Underwriting Agreement, the Indentures or the Offered Securities.
Exhibit C-1
5. The statements included in the Form 10-K as filed by the Company with the U.S. Securities and Exchange Commission for the year ended December 31, 2014, under the headings (including the information referenced or incorporated by reference therein) “Item 1. Business—Labor Force—Peru”, “Item 1. Business—Fuel, Electricity and Water Supplies-Peru”, “Item 1. Business—Environmental Matters”, “Item 1. Business—Mining Rights and Concessions—Peru”, “Item 1A. Risk Factors—Operational risks—Our Company is subject to health and safety laws which may restrict our operations, result in operational delays or increase our operating costs and adversely affect our financial results of operations”, “Item 1A. Risk Factors—Operational risks—We may be adversely affected by labor disputes”, “Item 1A. Risk Factors—Operational risks—Our mining or metal production projects may be subject to additional costs due to community actions and other factors”, “Item 1A. Risk Factors—Operational risks—Environmental, regulatory response to climate change, and other regulations may increase our costs of doing business, restrict our operations or result in operational delays”, “Item 1A. Risk Factors—Other risks—Unanticipated litigation or negative developments in pending litigation or with respect to other contingencies may adversely affect our financial condition and results of operations”, “Item 1A. Risk Factors—Risks Associated with Doing Business in Peru and Mexico—There is uncertainty as to the termination and renewal of our mining concessions”, “Item 1A. Risk Factors—Risks Associated with Doing Business in Peru and Mexico—Peruvian economic and political conditions may have an adverse impact on our business”, “Item 1A. Risk Factors—Risks Associated with Doing Business in Peru and Mexico—Peruvian inflation and fluctuations in the nuevo sol exchange rate may adversely affect our financial condition and results of operations” and “Item 3. Legal Proceedings”, insofar as such statements purport to summarize or relate to provisions of
Peruvian laws or regulations, are accurate and fair summaries of such laws or regulations in all material respects.
6. The Underwriters will not, under current Peruvian law, be deemed to be a resident of Peru and subject to taxation in Peru by reason solely of the execution, delivery, performance or enforcement of the Underwriting Agreement.
7. No stamp or other taxes or duties and no capital gains, income, stock exchange, value-added, withholding or other similar taxes, levies, imposts, deductions or charges are payable in the Republic of Peru or any political subdivision thereof or to any authority having power to tax therein (a) on or by virtue of execution, delivery or performance by the Company or enforcement of the Underwriting Agreement, the Indentures, the Offered Securities or any other document to be furnished thereunder, (b) on the sale or delivery of the Offered Securities by the Company to the Underwriters or the initial resales thereof by the Underwriters in the manner contemplated by the Underwriting Agreement, the General Disclosure Package and the Final Prospectus, or (c) on any payment to be made pursuant to the Underwriting Agreement or the Indentures.
8. To our knowledge, neither the execution and delivery of the Underwriting Agreement and the Indentures, nor the issuance and sale of the Offered Securities, nor the consummation of any other of the transactions contemplated in the Underwriting Agreement and the Indentures, nor the fulfillment of the terms of the Underwriting Agreement and the Indentures will conflict with, result in a breach or violation of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of SPCC Peru Branch pursuant to, (a) the registration of SPCC Peru Branch in the Republic of Peru as a foreign branch of the Company, or (b) any Peruvian statute, law, rule, regulation or any judgment, order or decree applicable to SPCC Peru Branch of any court, governmental agency, authority or body, arbitrator or other authority having jurisdiction over SPCC Peru Branch or any of its properties.
Exhibit C-1
9. A judgment against the Company, including SPCC Peru Branch, obtained from a court sitting in the State of New York, United States of America, will be recognized and enforceable against the Company, including SPCC Peru Branch, in the competent courts of the Republic of Peru without re-examination, review of the merits of the cause of action in respect of which such judgment was given or re-litigation of the merits adjudicated upon, provided that:
(a) the judgment does not resolve matters under the exclusive jurisdiction of Peruvian courts;
(b) such court had jurisdiction under its own conflict of laws rules and under international rules on jurisdiction;
(c) the defendant was served in accordance with the laws of the place where such foreign court sits, was granted a reasonable opportunity to appear before such foreign court, and was guaranteed due process rights;
(d) the judgment has the status of res judicata in the jurisdiction of the court rendering such judgment;
(e) there is no pending litigation in the Republic of Peru between the same parties for the same dispute, which shall have been initiated before the commencement of the proceeding that concluded with the foreign judgment;
(f) the judgment is not incompatible with another enforceable judgment unless such foreign judgment was rendered first;
(g) the judgment is not contrary to public order or good morals; and
(h) it is not proven that such foreign courts deny enforcement of Peruvian judgments or engage in a review of the merits thereof.
We are not aware of any reason why the enforcement in the Republic of Peru of such a judgment in respect of the Underwriting Agreement, the Indentures or the Offered Securities would be contrary to public order or good morals of the Republic of Peru.
10. Neither SPCC Peru Branch nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the Republic of Peru.
The opinions expressed above are subject to the following qualifications:
A. In accordance with general principles of civil procedural law of the Republic of Peru the rules of evidence in any judicial proceeding cannot be modified by agreement of the parties.
Exhibit C-1
B. The term “enforceable” means that the obligations assumed by the Company under the Underwriting Agreement, the Indentures and the Offered Securities are of a type that the courts of the Republic of Peru enforce. It does not mean that those obligations will necessarily be enforceable in all circumstances in accordance with their terms.
C. Except as specifically stated herein, we give no opinion with regard to any representation made by the Company in the Underwriting Agreement or otherwise.
This opinion letter shall in no way be construed as stating any view, express or implied, based upon the securities laws (federal or state) of the United States of America, the interpretation thereof or the practice thereunder, with respect to which we have no knowledge or understanding. The language included above is included herein as a matter of convention only but shall not be interpreted or construed as stating any view under any securities laws or any other legal provision (federal or state) of the United States of America.
The opinions expressed above are limited to the laws of the Republic of Peru as currently in effect. The opinions expressed above are given as of the date hereof and we undertake no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any facts that might change the opinions expressed above after the date hereof or for any other reason. This opinion letter is provided to each of you by us in our capacity as special Peruvian counsel to the Company and may not be relied upon by any other person for any purpose other than in connection with the transactions contemplated by the Underwriting Agreement without, in each instance, our prior written consent. Very truly yours,
Exhibit C-1
EXHIBIT C-2
Form of 10b-5 Letter of Rodrigo, Elías & Medrano Abogados
Peruvian Counsel to the Company
April [___], 2015 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 United States of America Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 United States of America HSBC Securities (USA) Inc. 452 Fifth Avenue New York, NY 10018 United States of America Merrill Lynch, Pierce, Fenner & Smith
Incorporated One Bryant Park New York, NY 10036 United States of America UBS Securities LLC 1285 Avenue of the Americas New York, NY 10019 United States of America as Representatives of the several Underwriters
Ladies and gentlemen: We have been engaged as special Peruvian counsel to Southern Copper Corporation, a corporation organized under the laws of the State of Delaware, United States of America (the “Company”), in connection with the offer and sale by the Company of US$[___] [___]% Notes due 2025 (the “2025 Notes”) and US$[___] [___]% Notes due 2045 (the “2045 Notes” and, together with the 2025 Notes, the “Offered Securities”), pursuant to an Underwriting Agreement dated April [___], 2015, entered into by and among the Company and you, as Representatives of the several Underwriters (the “Underwriting Agreement”). This letter is furnished pursuant to Section 7(f) of the Underwriting Agreement. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Underwriting Agreement.
Exhibit C-2
As special Peruvian counsel to the Company we have examined such documents and records as we have deemed appropriate, including copies of (i) the registration statement on Form S-3 (File No. 333-
203237) relating to the Offered Securities and other securities of the Company filed by the Company with the U.S. Securities and Exchange Commission on April 3, 2015 (the “Registration Statement”), (ii) the prospectus, dated April 3, 2015, which forms a part of and is included in the Registration Statement (the “Base Prospectus”), (iii) the preliminary prospectus supplement, dated April [___], 2015 (together with the Base Prospectus, the “Preliminary Prospectus”), relating to the Offered Securities, and (iv) the prospectus supplement, dated April [___], 2015, relating to the Offered Securities (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”). We also have examined the documents identified on Schedule I hereto relating to the Offered Securities (the documents in Schedule I hereto and the Preliminary Prospectus are collectively hereinafter referred as the “General Disclosure Package”), and such other documents as we deemed appropriate. As special Peruvian legal counsel to the Company we have participated in conference calls with your representatives and representatives of the Company, your international, Mexican and Peruvian counsel, the Company’s international and Mexican counsel and the Company’s independent public accountants at which the contents of the Registration Statement, the Prospectus and the General Disclosure Package and related matters were discussed. The purpose of our professional engagement was to render legal services on Peruvian legal matters in connection with, among other things, the Registration Statement, the Prospectus and the General Disclosure Package and not to establish or confirm factual, financial, accounting, operating or statistical matters set forth in the Registration Statement, the Prospectus or the General Disclosure Package and we have not undertaken any obligation to verify any such matters set forth in the Registration Statement, the Prospectus or the General Disclosure Package. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Prospectus and the General Disclosure Package are not related to Peruvian legal matters. Subject to the foregoing and to the following paragraphs, we confirm to each of you that, in the course of performing the services referred to above, nothing came to our attention that caused us to believe that (i) the Registration Statement (including the documents incorporated by reference therein) or any amendment thereto, as of the Effective Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein not misleading, (ii) the Prospectus (including the documents incorporated by reference therein) or any amendment thereto, as of the date thereof and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) the General Disclosure Package (including the documents incorporated by reference therein), as of the Applicable Time, contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the General Disclosure Package (except to the extent expressly set forth in numbered paragraph 5 of our opinion letter to you of even date herewith) and we do not express any belief with respect to the financial statements or other financial or accounting data or the operating data contained in or omitted from the Registration Statement, the Prospectus or the General Disclosure Package.
Exhibit C-2
We are attorneys authorized to practice law in the Republic of Peru. We therefore express no view with respect to any laws other than the laws of the Republic of Peru as currently in effect. In particular we express no view with respect to, under, or in connection with, the securities laws (federal or state) of the United States of America, the interpretation thereof or the practice thereunder, with respect to which we have no knowledge or understanding. The views contained herein are limited to the matters expressly stated in this letter and no view or statement may be inferred or may be implied beyond such matters. We undertake no obligation to supplement this letter after the date hereof.
This letter is being furnished only to each of you at the request of our client the Company, is solely for your benefit in your capacity as Representatives of the several Underwriters and is not to be used, quoted, relied upon or otherwise referred to by any other person (including any person purchasing any of the Offered Securities (or beneficial interests therein) from you or any of your affiliates or any other investor therein) or for any other purpose other than in connection with the transactions contemplated by the Underwriting Agreement without, in each instance, our prior written consent. Very truly yours,
Exhibit C-2
Schedule I General Use Free Writing Prospectus containing the final terms sheet relating to the offering of the Offered Securities, dated April [___], 2015, filed by the Company with the U.S. Securities and Exchange Commission on April [___], 2015.
Exhibit C-2
Exhibit 4.1
Southern Copper Corporation
as Issuer
and
Wells Fargo Bank, National Association,
as Trustee
FIFTH SUPPLEMENTAL INDENTURE
Dated as of April 23, 2015
to
INDENTURE
Dated as of April 16, 2010
3.875% Notes due 2025
TABLE OF CONTENTS
Page
ARTICLE 1.
DEFINITIONS
Section 1.1. Definition of Terms 2
ARTICLE 2.
GENERAL TERMS AND CONDITIONS OF THE NOTES
Section 2.1. Designation and Principal Amount. 7
Section 2.2. Maturity 7
Section 2.3. Further Issues 7
Section 2.4. Form of Payment. 7
Section 2.5. Global Securities. 7
Section 2.6. Interest. 7 Section 2.7. Authorized Denominations. 8
Section 2.8. Redemption 8
Section 2.9. Limitation on Liens 8
Section 2.10. Limitation on Sale and Leaseback Transactions. 9
Section 2.11. Repurchase at Option of Holders Upon Change of Control Triggering Event. 10
Section 2.12. Merger, Consolidation and Sale of Assets. 11
Section 2.13. Events of Default. 12
Section 2.14. Appointment of Agents. 13 Section 2.15. Defeasance upon Deposit of Moneys or U.S. Government Obligations. 13
Section 2.16. Amendments 14
ARTICLE 3.
FORM OF NOTES
Section 3.1. Form of Notes. 14
ARTICLE 4.
ORIGINAL ISSUE OF NOTES
Section 4.1. Original Issue of Notes 14
i
ARTICLE 5.
MISCELLANEOUS
Section 5.1. Ratification of Indenture 14
Section 5.2. Trustee Not Responsible for Recitals 15 Section 5.3. Governing Law. 15
Section 5.4. Severability 15
Section 5.5. Counterparts 15
EXHIBIT A – Form of Notes A-1
ii
FIFTH SUPPLEMENTAL INDENTURE, dated as of April 23, 2015 (this “Fifth Supplemental
Indenture”), between Southern Copper Corporation, a corporation duly organized and existing under the laws of the
State of Delaware (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as
trustee (the “Trustee”).
WHEREAS, the Company and the Trustee executed and delivered the indenture, dated as of April
16, 2010 (the “Base Indenture”, as supplemented by a First Supplemental Indenture and a Second Supplemental
Indenture, in each case dated as of April 16, 2010, a Third Supplemental Indenture and a Fourth Supplemental
Indenture, in each case dated as of November 8, 2012, and a Sixth Supplemental Indenture of even date herewith
and, together with this Fifth Supplemental Indenture, the “Indenture”), to provide for the issuance of the Company’s
debt securities (the “Securities”), to be issued in one or more series;
WHEREAS, pursuant to the terms of the Base Indenture, the Company desires to provide for the
establishment of a new series of its notes under the Base Indenture to be known as its “3.875% Notes due 2025” (the
“Notes”), the form and substance and the terms, provisions and conditions thereof to be set forth as provided in the
Base Indenture and this Fifth Supplemental Indenture;
WHEREAS, the Board of Directors of the Company pursuant to resolutions duly adopted on
January 30, 2015, have duly authorized the issuance of the Notes, and has authorized the proper officers of the
Company to execute any and all appropriate documents necessary or appropriate to effect each such issuance;
WHEREAS, this Fifth Supplemental Indenture is being entered into pursuant to the provisions of Section 14.01 of the Base Indenture;
WHEREAS, the Company has requested that the Trustee execute and deliver this Fifth
Supplemental Indenture; and
WHEREAS, all things necessary to make this Fifth Supplemental Indenture a valid and legally
binding agreement of the Company, in accordance with its terms, and to make the Notes, when executed by the
Company and authenticated and delivered by the Trustee, the valid and legally binding obligations of the Company,
have been performed, and the execution and delivery of this Fifth Supplemental Indenture has been duly authorized
in all respects;
NOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Base Indenture, the forms and
terms of the Notes, the Company covenants and agrees, with the Trustee, as follows:
1
ARTICLE 1.
DEFINITIONS
Section 1.1. Definition of Terms. Unless the context otherwise requires:
(a) each term defined in the Base Indenture has the same meaning when used in this Fifth
Supplemental Indenture except as otherwise defined in this Fifth Supplemental Indenture;
(b) the singular includes the plural and vice versa; and
(c) headings are for convenience of reference only and do not affect interpretation.
(d) a reference to a Section or Article is to a Section or Article of this Fifth Supplemental
Indenture unless otherwise indicated.
(e) The following terms have the meanings given to them in this Section 1.1(e):
(i) “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.
(ii) “Attributable Value” in respect of a Sale and Leaseback Transaction 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 (excluding, however, any amounts required to be paid by such lessee, whether or not designated
as rent or additional rent, on account of maintenance and repairs, services, insurance, taxes, assessments, water rates or similar charges and any amounts required to be paid by such lessee thereunder contingent
upon monetary inflation or the amount of sales, maintenance and repairs, insurance, taxes, assessments,
water rates or similar charges) 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).
(iii) “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.
2
(iv) “Change of Control Offer” shall have the meaning assigned to it in Section
2.11(a).
(v) “Change of Control Purchase Price” shall have the meaning assigned to it in
Section 2.11(a).
(vi) “Change of Control Triggering Event” means the occurrence of both a
Change of Control and a Rating Decline.
(vii) “Commission” means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as amended, 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.
(viii) “Comparable Treasury Issue” means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to the remaining term
(“remaining life”) of the Notes 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 such series of Notes.
(ix) “Comparable Treasury Price” means, with respect to any redemption date, (i)
the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker is
unable to obtain at least five such Reference Treasury Dealer Quotations, the average of all Reference
Treasury Dealer Quotations obtained by the Independent Investment Banker.
(x) “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.
(xi) “Debt” means indebtedness for borrowed money.
(xii) “DTC” shall have the meaning assigned to it in Section 2.5.
(xiii) “Event of Default” shall have the meaning assigned to it in Section 2.12.
(xiv) “Fitch” means Fitch Ratings, Ltd. or any successor to the rating agency
business thereof.
3
(xv) “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.
(xvi) “Incurrence Time” shall have the meaning assigned to it in Section 2.9(b).
(xvii) “Indebtedness” means, with respect to any person (without duplication):
(A) any obligation of such Person (a) 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, (b) for the payment of money relating to any obligations under any
capital lease of real or personal property, or (c) 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 (x) any such agreements or instruments directly related to
Indebtedness otherwise incurred in compliance with the Indenture and
(y) 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 (1) 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.
(xviii) “Independent Investment Banker” means one of the Reference Treasury Dealers
appointed by the Company from time to time to act as the “Independent Investment Banker.”
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(xix) “Lien” means any mortgage, pledge, security interest or lien.
(xx) “Moody’s” means Moody’s Investors Service, Inc. or any successor to the
rating agency business thereof.
(xxi) “Person” means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited liability company or
government or other entity.
(xxii) “Rating Agencies” means Moody’s, S&P and Fitch.
(xxiii) “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 Notes is under publicly
announced consideration for possible downgrade by any of the Rating Agencies), the rating of the Notes of
the applicable series 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).
(xxiv) “Reference Treasury Dealer” means any one of Credit Suisse Securities (USA)
LLC, Morgan Stanley & Co. LLC, HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and UBS Securities LLC, and their respective successors and two other nationally recognized investment banking firm that is a Primary Treasury Dealer (as defined below) selected 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.
(xxv) “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.
(xxvi) “Remaining Scheduled Payments” means, with respect to each note 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 Notes, the amount of the next succeeding
scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that
redemption date.
(xxvii) “S&P” means Standard & Poor’s Ratings Services or any successor to the rating
agency business thereof.
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(xxviii)“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.
(xxix) “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 the Indenture, assuming the Company is the registrant referred to in
such definition.
(xxx) “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 Company’s board of directors is not
materially important to the total business conducted by the Company and its Subsidiaries, taken as a whole.
(xxxi) “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, SPCC Peru Branch shall not be considered a
Subsidiary of the Company.
(xxxii) “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 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.
(xxxiii)“U.S. GAAP” with respect to any computations required or permitted hereunder,
means generally accepted accounting principles in effect in the United States as in effect from time to time;
provided, however if the Company is required by the Commission to adopt (or is permitted to adopt and so
adopts) a different accounting framework, including but not limited to the International Financial Reporting
Standards, “GAAP” shall mean such new accounting framework as in effect from time to time, including,
without limitation, in each case, those accounting principles 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.
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(xxxiv) “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.
ARTICLE 2.
GENERAL TERMS AND CONDITIONS OF THE NOTES
Section 2.1. Designation and Principal Amount. There is hereby authorized and established a
new series of Securities under the Base Indenture, designated as the “3.875% Notes due 2025”, which is not limited in aggregate principal amount. The initial aggregate principal amount of the Notes to be issued under this Fifth
Supplemental Indenture shall be limited to $500,000,000. Any additional amounts of such series to be issued shall
be set forth in a Company Order.
Section 2.2. Maturity. The stated maturity of principal for the Notes will be April 23, 2025.
Section 2.3. Further Issues. The Company may from time to time, without the consent of the
Holders of the Notes, issue additional notes of such series. Any such additional notes will have the same ranking,
interest rate, maturity date and other terms as the Notes. Any such additional notes, together with the Notes herein
provided for, will constitute a single series of Securities under the Indenture.
Section 2.4. Form of Payment. Principal of, premium, if any, and interest on the Notes shall be payable in U.S. dollars.
Section 2.5. Global Securities. Upon the original issuance, the Notes will be represented by
one or more Global Securities. The Company will issue the Notes in denominations of $2,000 and in integral
multiples of $1,000 in excess thereof and will deposit the Global Securities with the Trustee as custodian for The
Depository Trust Company (“DTC”), in New York, New York, and register the Global Securities in the name of
DTC or its nominee.
Section 2.6. Interest. The Notes will bear interest (computed on the basis of a 360-day year
consisting of twelve 30-day months) from April 23, 2015 at the rate of 3.875% per annum, payable semiannually in
arrears; interest payable on each interest payment date will include interest accrued from April 23, 2015, or from the most recent interest payment date to which interest has been paid or duly provided for; the interest payment dates on
which such interest shall be payable are April 23 and October 23 of each year, commencing on October 23, 2015;
and the record date for the interest payable on any interest payment date is the close of business on April 8 or
October 8, as the case may be, next preceding the relevant Interest Payment Date.
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Section 2.7. Authorized Denominations. The Notes shall be issuable in denominations of
$2,000 and in integral multiples of $1,000 in excess thereof.
Section 2.8. Redemption. The Notes are subject to redemption at the option of the Company
as set forth in the forms of Note attached hereto as Exhibit A.
Section 2.9. Limitation on Liens
(a) The Company will not, nor will it permit any Subsidiary to, issue, assume or suffer to
exist any Indebtedness or 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 Notes (together with, at the Company’s option, any other indebtedness of or guarantee by the
Company or its Subsidiaries then existing or thereafter created which is not subordinated to the Notes) shall be
secured equally and ratably with (or at the Company’s option prior to) such Indebtedness or Guarantee for so long as
such Indebtedness or Guarantee is so secured; provided, however, that the foregoing restriction shall not apply to:
(i) 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, provided that in the case of both clause (a) and (b) above, 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);
(ii) 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;
(iii) any Lien on any Specified Property acquired from a Person that 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;
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(iv) any Lien which secures Indebtedness or a Guarantee owing by a Subsidiary to
the Company or any other Subsidiary;
(v) any Liens on any Specified Property in favor of the government of the United
States, Mexico or Peru or of any other country or any political subdivision thereof, to secure payments
pursuant to any contract with such government or to any statute to which the Company or any of its
Subsidiaries is subject;
(vi) any Lien existing on the date of this Fifth Supplemental Indenture; or
(vii) 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 (i) through (vi) 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 defeasanse
costs related to such transaction, and that such 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 the foregoing, the Company or any Subsidiary may issue or assume
Indebtedness or a Guarantee secured by a Lien which would otherwise be prohibited under the provisions of the
Indenture described in this section or enter into Sale and Leaseback Transactions that would otherwise be prohibited
by the provisions of the Indenture described in Section 2.10, 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 (i) Indebtedness or Guarantees outstanding at such time that were
previously incurred pursuant to this paragraph by the Company and its Subsidiaries, plus (ii) 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 the provisions of the Indenture described in Section 2.10 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 2.10. Limitation on Sale and Leaseback Transactions.
(a) Neither the Company nor any Subsidiary may enter into any Sale and Leaseback
Transaction with respect to any Specified Property, unless either (i) the Company or such Subsidiary would be
entitled pursuant to the provisions of the Indenture described above under Section 2.9 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 Notes of such
series; (ii) within 360 days of such Sale and Leaseback Transaction, the Company or such Subsidiary applies or
causes 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 Company) of the Specified Property so leased to: (A) to the retirement,
within 360 days after the effective date of such Sale and Leaseback Transaction, of (x) Indebtedness of the Company
ranking at least pari passu in right of payment with the Notes of such series or (y) 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 (iii) the Company or such Subsidiary equally and ratably secures the Notes of such
series as described in Section 2.9.
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(b) The restrictions set forth in paragraph (a) above shall not apply to any transactions
providing for a lease for a term of less than three years.
Section 2.11. Repurchase at Option of Holders Upon Change of Control Triggering Event.
(a) Upon the occurrence of a Change of Control Triggering Event, each Holder of Notes
will have the right to require the Company to repurchase all or any part of such Holder’s Notes pursuant to the offer
described below (the “Change of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal
to 101% 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 send, by first-class mail, with a copy to the Trustee, to each Holder of Notes, at such Holder’s address
appearing in the register, a notice stating:
(i) that a Change of Control Triggering Event has occurred and a Change of
Control Offer is being made pursuant to this Section 2.11 and that all Notes validly tendered will be
accepted for payment;
(ii) 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 thirty (30) days nor
later than sixty (60) days from the date such notice is mailed;
(iii) the circumstances and relevant facts regarding the Change of Control
Triggering Event; and
(iv) the procedures that Holders of Notes must follow in order to validly tender
their Notes (or portions thereof) for payment and the procedures that Holders of Notes must follow in order
to withdraw an election to tender Notes (or portions thereof) for payment.
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(c) 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 Fifth Supplemental Indenture applicable to a
Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under
such Change of Control Offer.
(d) 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 repurchase of Notes
pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict
with the provisions of the covenant described above, the Company will comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations under this covenant by virtue of such
compliance.
(e) The Company’s obligation to make an offer to repurchase the Notes as a result of a
Change of Control Triggering Event may be waived or modified at any time prior to the occurrence of such Change
of Control Triggering Event with the written consent of the holders of a majority in principal amount of the Notes,
as set forth in Article IX of the Base Indenture.
Section 2.12. Merger, Consolidation and Sale of Assets.
(a) For so long as the Notes 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 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 Notes of such series and the
performance of every covenant in this Fifth Supplemental Indenture on the part of the Company to be performed or
observed, (ii) immediately after giving effect to such transaction, no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing, and (iii) the Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that all
conditions precedent set forth in the indenture relating to the consummation of such consolidation, merger,
conveyance or transfer and entering into of such supplemental indenture have been met. In case of any such
consolidation, merger conveyance or transfer (other than a lease), such successor corporation will succeed to and be
substituted for the Company as obligor on the Notes of the applicable series, with the same effect as if it had been
named in this Fifth Supplemental Indenture as such obligor.
(b) For purposes of this Section 2.12, 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.
11
Section 2.13. Events of Default.
(a) The term “Event of Default” with respect to the Notes shall mean
(i) default in the payment of the principal of any note issued pursuant to this
Fifth Supplemental Indenture after any such principal becomes due in accordance with the terms thereof,
upon redemption or otherwise; or default in the payment of any interest in respect of such Notes if such
default continues for 30 days after any such interest becomes due in accordance with the terms hereof;
(ii) failure to observe or perform any other covenant or agreement contained in
the Notes issued pursuant to this Fifth Supplemental Indenture, and such failure continuing for 60 days
after notice, by registered or certified mail, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes, specifying
such failure and requiring it to be remedied and stating that such notice constitutes a notice of default under
this Fifth Supplemental Indenture;
(iii) failure by the Company or any of its Significant Subsidiaries 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 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;
(iv) 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, or approving as
properly filed a petition seeking reorganization, concurso mercantil 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 sindico or conciliador 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, 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
(v) 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, concurso
mercantil or quiebra, or shall consent to the filing of any such petition, or shall consent to the appointment
of a receiver or liquidator or sindico or conciliador or trustee or assignee in bankruptcy or insolvency of it
or its property.
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(b) If an Event of Default specified in clause (a)(iv) or (a)(v) above shall occur, the maturity
of all outstanding Notes shall automatically be accelerated and the principal amount of the Notes, together with
accrued interest thereon, shall be immediately due and payable. If any other Event of Default shall occur and be
continuing, the Trustee or the Holders of not less than 25% of the aggregate principal amount of the Notes then
outstanding may, by written notice to the Company (and to the Trustee if given by Holders), declare the principal
amount of the applicable Notes, together with accrued interest thereon, 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. Any such declaration may be annulled and rescinded by written notice from the
Trustee or the Holders of a majority of the aggregate principal amount of the Notes then outstanding to the Company
if all amounts then due with respect to the Notes are paid (other than amount due solely because of such declaration) and all other defaults with respect to the Notes are cured.
(c) Subject to the provisions of the Base Indenture and this Fifth Supplemental Indenture
relating to the duties of the Trustee, in case the Company shall fail to comply with its obligations under this Fifth
Supplemental Indenture or the Notes and such failure shall be continuing, the Trustee will be under no obligation to
exercise any of its rights or powers under the Fifth Supplemental Indenture at the request or direction of any of the
Holders, unless such Holders shall have offered to the Trustee indemnity reasonably satisfactory to it. The Holders
of a majority in aggregate principal amount of the outstanding Notes will have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee, to the extent such action does not conflict with the provisions of this Fifth Supplemental
Indenture or applicable law.
(d) No Holder of any note will have any right to institute any proceeding with respect to the
Fifth Supplemental Indenture or the Notes or for any remedy thereunder, unless such Holder has previously given to
the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate
principal amount of the outstanding Notes shall have made a written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee, such Holder or Holders have offered to the Trustee
indemnity reasonably satisfactory to it, the Trustee for 60 days after receipt of such notice has failed to institute any
such proceeding and no direction inconsistent with such request shall have been given to the Trustee during such 60-
day period by the Holders of a majority in principal amount of the outstanding Notes. However, such limitations do
not apply to a suit individually instituted by a Holder of a note for enforcement of payment of the principal of, or
interest on, such note on or after respective due dates expressed in such note.
Section 2.14. Appointment of Agents. The Trustee will initially be the Security Registrar and
Paying Agent for the Notes.
Section 2.15. Defeasance upon Deposit of Moneys or U.S. Government Obligations.
(a) On the first day after the applicable conditions set forth in Section 12.03 of the Base
Indenture have been satisfied, the Company at any time may terminate (i) all of its obligations under the Notes and
this Fifth Supplemental Indenture (“legal defeasance option”) or (ii) its obligations under Sections 2.9, 2.10, 2.11
and 2.12 of this Fifth Supplemental Indenture and, with respect to the Notes only, Section 10.2 of the Base
Indenture, and the operation of Sections 2.13(a)(iii), (iv) and (v) of this Fifth Supplemental Indenture (but, in the
case of Sections 2.13(a)(iv) and (v), 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.
13
(b) If the Company exercises its legal defeasance option, payment of the Notes may not be
accelerated because of an Event of Default with respect to the Notes. If the Company exercises its covenant
defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in
Sections 2.13(a)(ii) (with respect to the covenants identified in clause (a) above), 2.13(a)(iii), 2.13(a)(iv) and
2.13(a)(v) (with respect only to Significant Subsidiaries in the case of Sections 2.13(a)(iv) and (v)).
(c) Notwithstanding clauses (a) and (b) above, the Company’s obligations with respect to Sections 3.05, 3.06, 3.07, and 12.09 of the Base Indenture, in each case with respect to the Notes only, shall survive
until the Notes have been paid in full.
Section 2.16. Amendments. In addition to the restrictions set forth in Section 14.02 of the Base
Indenture, without the consent or affirmative vote of each Holder of Notes affected thereby, an amendment of this
Fifth Supplemental Indenture or the Base Indenture (with respect to the Notes only) may not 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 Notes
must be repurchased pursuant to such Change of Control Offer.
ARTICLE 3.
FORM OF NOTES
Section 3.1. Form of Notes. The Notes and the Trustee’s Certificate of Authentication to be
endorsed thereon are to be substantially in the form set forth in Exhibit A.
ARTICLE 4.
ORIGINAL ISSUE OF NOTES
Section 4.1. Original Issue of Notes. The Notes may, upon execution of this Fifth
Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the
Trustee shall, upon Company order, authenticate and deliver such Notes as in such Company order provided.
ARTICLE 5.
MISCELLANEOUS
Section 5.1. Ratification of Indenture. The Base Indenture, as supplemented by this Fifth
Supplemental Indenture, is in all respects ratified and confirmed, and this Fifth Supplemental Indenture shall be
deemed part of the Base Indenture in the manner and to the extent herein and therein provided; provided that the provisions of this Fifth Supplemental Indenture apply solely with respect to the Notes.
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Section 5.2. Trustee Not Responsible for Recitals. The recitals herein contained are made by
the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The
Trustee makes no representation as to the validity or sufficiency of this Fifth Supplemental Indenture.
Section 5.3. Governing Law. This Fifth Supplemental Indenture and each Note shall be
deemed to be contracts made under the law of the State of New York, and for all purposes shall be governed by and
construed in accordance with such law.
Section 5.4. Severability. In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
Section 5.5. Counterparts. This Fifth Supplemental Indenture may be executed in any
number of counterparts each of which shall be an original; but such counterparts shall together constitute but one
and the same instrument.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be
duly executed, all as of the day and year first above written.
SOUTHERN COPPER CORPORATION,
as Issuer
By:
Name:
Title:
Signature Page
Fifth Supplemental Indenture
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
By:
Name:
Title:
Signature Page
Fifth Supplemental Indenture
EXHIBIT A
[FORM OF FACE OF SECURITY]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND
ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) 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 IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON 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 SINCE 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, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.
A-1
No. 1
$500,000,000 As revised by the Schedule of Increases or Decreases
in Global Security attached hereto
3.875% Notes due 2025
CUSIP No. 84265V AH8
SOUTHERN COPPER CORPORATION, a Delaware corporation (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co. or registered assigns, the principal sum of five hundred million dollars
($500,000,000), as revised by the Schedule of Increases or Decreases in Global Security attached hereto, on April
23, 2025 and to pay interest thereon from April 23, 2015 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually in arrears on April 23 and October 23 of each year,
commencing on October 23, 2015 at the rate of 3.875% per annum, until the principal hereof is paid or made
available for payment. 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 April 23, 2015. Interest shall be computed on the basis of a 360-day year
of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Record Date for such interest, which shall be April 8 or
October 8, as the case may be, next preceding such Interest Payment Date.
Additional provisions of this Security are set forth on the other side of this Security.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
A-2
IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.
SOUTHERN COPPER CORPORATION,
as Issuer
By:
Name:
Title:
TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Date of Authentication:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee, certifies that this is one of
the Securities referred to in the Indenture.
By: Authorized Signatory
A-3
[FORM OF REVERSE SIDE OF SECURITY]
3.875% Notes due 2025
1. Indenture.
This Security is one of a duly authorized issue of securities of the Company (herein called the
“Securities”), issued and to be issued in one or more series under an Indenture, dated as of April 16, 2010, as
supplemented by a Fifth Supplemental Indenture, dated April 23, 2015 (as so supplemented, herein called the
“Indenture”), between the Company and Wells Fargo Bank, National Association, as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on
the face hereof, initially limited in aggregate principal amount to $500,000,000.
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.
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 April 8 or October 8, as the case may be, 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 of Minneapolis, Minnesota unless the Company elects to
make interest payments by check mailed to the Holders at their address set forth in the register.
3. Paying Agent and Registrar.
Initially, the Trustee will act as Paying Agent and Registrar. 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. Optional Redemption.
(a) Except as described below, the Notes are not redeemable at the Company’s option. The
Company is not, however, prohibited from acquiring the Notes 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 Notes will be redeemable, at any time and from time to time, in whole or in part, at the
Company’s option at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be
redeemed plus accrued and unpaid interest thereon to, but not including, the date of redemption, and (ii) the sum of
the present values of the Remaining Scheduled Payments of principal and interest on the Notes 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 30 basis
points. Notwithstanding the foregoing, payments of interest on the Notes will be payable to the Holders of those
Notes registered as such at the close of business on the relevant record dates according to the terms and provisions
of the Indenture. In connection with such optional redemption, the following defined terms apply:
A-4
(c) Upon presentation in physical, certificated form of any Note to be redeemed in part only, the
Company will execute and the Trustee will authenticate and deliver to the Company on the order of the holder
thereof, at the Company’s expense, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Note so presented. The Company may at any time purchase Notes in the open market
or otherwise at any price. Any Notes that are redeemed or purchased by the Company shall be delivered to the
Trustee for cancellation and may not be reissued or resold. Any redemption and notice thereof pursuant to the
Indenture may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
5. Notice of Redemption.
Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of the Notes to be redeemed. On and after any redemption date, interest will cease to
accrue on the Notes or any portion thereof called for redemption unless the Company defaults in the payment of the
redemption price.
6. Sinking Fund and Highly Leveraged Transactions.
The Securities are not subject to any sinking fund. The Indenture does not include any debt
covenants or other provisions which afford holders of the Securities protection in the event of a highly leveraged
transaction.
7. 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.
8. Denominations; Transfer; Exchange.
The Securities of this series are issuable only in registered form without coupons in denominations
of $2,000 and in integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of
Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this
Security is registerable in the security register, upon surrender of this Security for registration of transfer at the
Registrar accompanied by a written request for transfer in form satisfactory to the Company and the Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
9. Persons Deemed Owners.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
A-5
10. Amendment, Waiver.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders
of a majority in aggregate principal amount of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
11. Defaults and Remedies.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the
principal of the Securities of this series may be declared due and payable in the manner and with the effect provided
in the Indenture.
12. Governing Law.
THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
13. 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.
A-6
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security have been made:
Amount of decrease Principal Amount of
Amount of increase in in Principal Amount this Global Security Signature of
Date of Principal Amount of of this Global following each authorized signatory
Exchange this Global Security Security decrease or increase of Trustee
A-7
Exhibit 4.2
Southern Copper Corporation
as Issuer
and
Wells Fargo Bank, National Association,
as Trustee
SIXTH SUPPLEMENTAL INDENTURE
Dated as of April 23, 2015
to
INDENTURE
Dated as of April 16, 2010
5.875% Notes due 2045
TABLE OF CONTENTS
Page
ARTICLE 1.
DEFINITIONS
Section 1.1. Definition of Terms 2
ARTICLE 2.
GENERAL TERMS AND CONDITIONS OF THE NOTES
Section 2.1. Designation and Principal Amount. 7
Section 2.2. Maturity 7
Section 2.3. Further Issues 7
Section 2.4. Form of Payment 7
Section 2.5. Global Securities 7
Section 2.6. Interest 7
Section 2.7. Authorized Denominations. 8
Section 2.8. Redemption 8
Section 2.9. Limitation on Liens. 8
Section 2.10. Limitation on Sale and Leaseback Transactions. 9
Section 2.11. Repurchase at Option of Holders Upon Change of Control Triggering Event. 10
Section 2.12. Merger, Consolidation and Sale of Assets. 11
Section 2.13. Events of Default. 12
Section 2.14. Appointment of Agents 13
Section 2.15. Defeasance upon Deposit of Moneys or U.S. Government Obligations. 13 Section 2.16. Amendments. 14
ARTICLE 3.
FORM OF NOTES
Section 3.1. Form of Notes. 14
ARTICLE 4.
ORIGINAL ISSUE OF NOTES
Section 4.1. Original Issue of Notes 14
i
ARTICLE 5.
MISCELLANEOUS
Section 5.1. Ratification of Indenture 15
Section 5.2. Trustee Not Responsible for Recitals 15
Section 5.3. Governing Law. 15 Section 5.4. Severability 15
Section 5.5. Counterparts 15
EXHIBIT A – Form of Notes A-1
ii
SIXTH SUPPLEMENTAL INDENTURE, dated as of April 23, 2015 (this “Sixth Supplemental
Indenture”), between Southern Copper Corporation, a corporation duly organized and existing under the laws of the
State of Delaware (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as
trustee (the “Trustee”).
WHEREAS, the Company and the Trustee executed and delivered the indenture, dated as of April 16, 2010 (the “Base Indenture”, as supplemented by a First Supplemental Indenture and a Second Supplemental
Indenture, in each case dated as of April 16, 2010, a Third Supplemental Indenture and a Fourth Supplemental
Indenture, in each case dated as of November 8, 2012, and a Fifth Supplemental Indenture of even date herewith
and, together with this Sixth Supplemental Indenture, the “Indenture”), to provide for the issuance of the Company’s
debt securities (the “Securities”), to be issued in one or more series;
WHEREAS, pursuant to the terms of the Base Indenture, the Company desires to provide for the
establishment of a new series of its notes under the Base Indenture to be known as its “5.875% Notes due 2045” (the
“Notes”), the form and substance and the terms, provisions and conditions thereof to be set forth as provided in the
Base Indenture and this Sixth Supplemental Indenture;
WHEREAS, the Board of Directors of the Company pursuant to resolutions duly adopted on
January 30, 2015, have duly authorized the issuance of the Notes, and has authorized the proper officers of the
Company to execute any and all appropriate documents necessary or appropriate to effect each such issuance;
WHEREAS, this Sixth Supplemental Indenture is being entered into pursuant to the provisions of
Section 14.01 of the Base Indenture;
WHEREAS, the Company has requested that the Trustee execute and deliver this Sixth
Supplemental Indenture; and
WHEREAS, all things necessary to make this Sixth Supplemental Indenture a valid and legally
binding agreement of the Company, in accordance with its terms, and to make the Notes, when executed by the
Company and authenticated and delivered by the Trustee, the valid and legally binding obligations of the Company,
have been performed, and the execution and delivery of this Sixth Supplemental Indenture has been duly authorized
in all respects;
NOW THEREFORE, in consideration of the premises and the purchase and acceptance of the
Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Base Indenture, the forms and terms of the Notes, the Company covenants and agrees, with the Trustee, as follows:
1
ARTICLE 1.
DEFINITIONS
Section 1.1. Definition of Terms. Unless the context otherwise requires:
(a) each term defined in the Base Indenture has the same meaning when used in this Sixth Supplemental Indenture except as otherwise defined in this Sixth Supplemental Indenture;
(b) the singular includes the plural and vice versa; and
(c) headings are for convenience of reference only and do not affect interpretation.
(d) a reference to a Section or Article is to a Section or Article of this Sixth Supplemental
Indenture unless otherwise indicated.
(e) The following terms have the meanings given to them in this Section 1.1(e):
(i) “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.
(ii) “Attributable Value” in respect of a Sale and Leaseback Transaction 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 (excluding, however, any amounts required to be paid by such lessee, whether or not designated
as rent or additional rent, on account of maintenance and repairs, services, insurance, taxes, assessments,
water rates or similar charges and any amounts required to be paid by such lessee thereunder contingent upon monetary inflation or the amount of sales, maintenance and repairs, insurance, taxes, assessments,
water rates or similar charges) 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).
(iii) “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.
2
(iv) “Change of Control Offer” shall have the meaning assigned to it in Section
2.11(a).
(v) “Change of Control Purchase Price” shall have the meaning assigned to it in
Section 2.11(a).
(vi) “Change of Control Triggering Event” means the occurrence of both a
Change of Control and a Rating Decline.
(vii) “Commission” means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as amended, 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.
(viii) “Comparable Treasury Issue” means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to the remaining term
(“remaining life”) of the Notes 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 such series of Notes.
(ix) “Comparable Treasury Price” means, with respect to any redemption date, (i)
the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker is
unable to obtain at least five such Reference Treasury Dealer Quotations, the average of all Reference
Treasury Dealer Quotations obtained by the Independent Investment Banker.
(x) “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.
(xi) “Debt” means indebtedness for borrowed money.
(xii) “DTC” shall have the meaning assigned to it in Section 2.5.
(xiii) “Event of Default” shall have the meaning assigned to it in Section 2.12.
(xiv) “Fitch” means Fitch Ratings, Ltd. or any successor to the rating agency
business thereof.
3
(xv) “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.
(xvi) “Incurrence Time” shall have the meaning assigned to it in Section 2.9(b).
(xvii) “Indebtedness” means, with respect to any person (without duplication):
(A) any obligation of such Person (a) 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, (b) for the payment of money relating to any obligations under any
capital lease of real or personal property, or (c) 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 (x) any such agreements or instruments directly related to
Indebtedness otherwise incurred in compliance with the Indenture and
(y) 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 (1) 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.
(xviii) “Independent Investment Banker” means one of the Reference Treasury Dealers
appointed by the Company from time to time to act as the “Independent Investment Banker.”
4
(xix) “Lien” means any mortgage, pledge, security interest or lien.
(xx) “Moody’s” means Moody’s Investors Service, Inc. or any successor to the
rating agency business thereof.
(xxi) “Person” means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited liability company or
government or other entity.
(xxii) “Rating Agencies” means Moody’s, S&P and Fitch.
(xxiii) “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 Notes is under publicly
announced consideration for possible downgrade by any of the Rating Agencies), the rating of the Notes of
the applicable series 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).
(xxiv) “Reference Treasury Dealer” means any one of Credit Suisse Securities (USA)
LLC, Morgan Stanley & Co. LLC, HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and UBS Securities LLC, and their respective successors and two other nationally recognized investment banking firm that is a Primary Treasury Dealer (as defined below) selected 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.
(xxv) “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.
(xxvi) “Remaining Scheduled Payments” means, with respect to each note 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 Notes, the amount of the next succeeding
scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that
redemption date.
(xxvii) “S&P” means Standard & Poor’s Ratings Services or any successor to the rating
agency business thereof.
5
(xxviii)“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.
(xxix) “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 the Indenture, assuming the Company is the registrant referred to in
such definition.
(xxx) “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 Company’s board of directors is not
materially important to the total business conducted by the Company and its Subsidiaries, taken as a whole.
(xxxi) “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, SPCC Peru Branch shall not be considered a
Subsidiary of the Company.
(xxxii) “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 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.
(xxxiii)“U.S. GAAP” with respect to any computations required or permitted hereunder,
means generally accepted accounting principles in effect in the United States as in effect from time to time;
provided, however if the Company is required by the Commission to adopt (or is permitted to adopt and so
adopts) a different accounting framework, including but not limited to the International Financial Reporting
Standards, “GAAP” shall mean such new accounting framework as in effect from time to time, including,
without limitation, in each case, those accounting principles 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.
6
(xxxiv) “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.
ARTICLE 2.
GENERAL TERMS AND CONDITIONS OF THE NOTES
Section 2.1. Designation and Principal Amount. There is hereby authorized and established a
new series of Securities under the Base Indenture, designated as the “5.875% Notes due 2045”, which is not limited in aggregate principal amount. The initial aggregate principal amount of the Notes to be issued under this Sixth
Supplemental Indenture shall be limited to $1,500,000,000. Any additional amounts of such series to be issued shall
be set forth in a Company Order.
Section 2.2. Maturity. The stated maturity of principal for the Notes will be April 23, 2045.
Section 2.3. Further Issues. The Company may from time to time, without the consent of the
Holders of the Notes, issue additional notes of such series. Any such additional notes will have the same ranking,
interest rate, maturity date and other terms as the Notes. Any such additional notes, together with the Notes herein
provided for, will constitute a single series of Securities under the Indenture.
Section 2.4. Form of Payment. Principal of, premium, if any, and interest on the Notes shall be payable in U.S. dollars.
Section 2.5. Global Securities. Upon the original issuance, the Notes will be represented by
one or more Global Securities. The Company will issue the Notes in denominations of $2,000 and in integral
multiples of $1,000 in excess thereof and will deposit the Global Securities with the Trustee as custodian for The
Depository Trust Company (“DTC”), in New York, New York, and register the Global Securities in the name of
DTC or its nominee.
Section 2.6. Interest. The Notes will bear interest (computed on the basis of a 360-day year
consisting of twelve 30-day months) from April 23, 2015 at the rate of 5.875% per annum, payable semiannually in
arrears; interest payable on each interest payment date will include interest accrued from April 23, 2015, or from the most recent interest payment date to which interest has been paid or duly provided for; the interest payment dates on
which such interest shall be payable are April 23 and October 23 of each year, commencing on October 23, 2015;
and the record date for the interest payable on any interest payment date is the close of business on April 8 or
October 8, as the case may be, next preceding the relevant Interest Payment Date.
7
Section 2.7. Authorized Denominations. The Notes shall be issuable in denominations of
$2,000 and in integral multiples of $1,000 in excess thereof.
Section 2.8. Redemption. The Notes are subject to redemption at the option of the Company
as set forth in the forms of Note attached hereto as Exhibit A.
Section 2.9. Limitation on Liens.
(a) The Company will not, nor will it permit any Subsidiary to, issue, assume or suffer to
exist any Indebtedness or 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 Notes (together with, at the Company’s option, any other indebtedness of or guarantee by the
Company or its Subsidiaries then existing or thereafter created which is not subordinated to the Notes) shall be
secured equally and ratably with (or at the Company’s option prior to) such Indebtedness or Guarantee for so long as
such Indebtedness or Guarantee is so secured; provided, however, that the foregoing restriction shall not apply to:
(i) 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, provided that in the case of both clause (a) and (b) above, 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);
(ii) 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;
(iii) any Lien on any Specified Property acquired from a Person that 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;
8
(iv) any Lien which secures Indebtedness or a Guarantee owing by a Subsidiary to
the Company or any other Subsidiary;
(v) any Liens on any Specified Property in favor of the government of the United
States, Mexico or Peru or of any other country or any political subdivision thereof, to secure payments
pursuant to any contract with such government or to any statute to which the Company or any of its
Subsidiaries is subject;
(vi) any Lien existing on the date of this Sixth Supplemental Indenture; or
(vii) 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 (i) through (vi) 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 defeasanse
costs related to such transaction, and that such 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 the foregoing, the Company or any Subsidiary may issue or assume
Indebtedness or a Guarantee secured by a Lien which would otherwise be prohibited under the provisions of the
Indenture described in this section or enter into Sale and Leaseback Transactions that would otherwise be prohibited
by the provisions of the Indenture described in Section 2.10, 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 (i) Indebtedness or Guarantees outstanding at such time that were
previously incurred pursuant to this paragraph by the Company and its Subsidiaries, plus (ii) 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 the provisions of the Indenture described in Section 2.10 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 2.10. Limitation on Sale and Leaseback Transactions.
(a) Neither the Company nor any Subsidiary may enter into any Sale and Leaseback
Transaction with respect to any Specified Property, unless either (i) the Company or such Subsidiary would be
entitled pursuant to the provisions of the Indenture described above under Section 2.9 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 Notes of such
series; (ii) within 360 days of such Sale and Leaseback Transaction, the Company or such Subsidiary applies or
causes 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 Company) of the Specified Property so leased to: (A) to the retirement,
within 360 days after the effective date of such Sale and Leaseback Transaction, of (x) Indebtedness of the Company
ranking at least pari passu in right of payment with the Notes of such series or (y) 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 (iii) the Company or such Subsidiary equally and ratably secures the Notes of such
series as described in Section 2.9.
9
(b) The restrictions set forth in paragraph (a) above shall not apply to any transactions
providing for a lease for a term of less than three years.
Section 2.11. Repurchase at Option of Holders Upon Change of Control Triggering Event.
(a) Upon the occurrence of a Change of Control Triggering Event, each Holder of Notes
will have the right to require the Company to repurchase all or any part of such Holder’s Notes pursuant to the offer
described below (the “Change of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal
to 101% 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 send, by first-class mail, with a copy to the Trustee, to each Holder of Notes, at such Holder’s address
appearing in the register, a notice stating:
(i) that a Change of Control Triggering Event has occurred and a Change of
Control Offer is being made pursuant to this Section 2.11 and that all Notes validly tendered will be
accepted for payment;
(ii) 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 thirty (30) days nor
later than sixty (60) days from the date such notice is mailed;
(iii) the circumstances and relevant facts regarding the Change of Control
Triggering Event; and
(iv) the procedures that Holders of Notes must follow in order to validly tender
their Notes (or portions thereof) for payment and the procedures that Holders of Notes must follow in order
to withdraw an election to tender Notes (or portions thereof) for payment.
10
(c) 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 Sixth Supplemental Indenture applicable to a
Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under
such Change of Control Offer.
(d) 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 repurchase of Notes
pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict
with the provisions of the covenant described above, the Company will comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations under this covenant by virtue of such
compliance.
(e) The Company’s obligation to make an offer to repurchase the Notes as a result of a
Change of Control Triggering Event may be waived or modified at any time prior to the occurrence of such Change
of Control Triggering Event with the written consent of the holders of a majority in principal amount of the Notes,
as set forth in Article IX of the Base Indenture.
Section 2.12. Merger, Consolidation and Sale of Assets.
(a) For so long as the Notes 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 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 Notes of such series and the
performance of every covenant in this Sixth Supplemental Indenture on the part of the Company to be performed or
observed, (ii) immediately after giving effect to such transaction, no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (iii) the Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that all
conditions precedent set forth in the indenture relating to the consummation of such consolidation, merger,
conveyance or transfer and entering into of such supplemental indenture have been met. In case of any such
consolidation, merger conveyance or transfer (other than a lease), such successor corporation will succeed to and be
substituted for the Company as obligor on the Notes of the applicable series, with the same effect as if it had been
named in this Sixth Supplemental Indenture as such obligor.
(b) For purposes of this Section 2.12, 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.
11
Section 2.13. Events of Default.
(a) The term “Event of Default” with respect to the Notes shall mean
(i) default in the payment of the principal of any note issued pursuant to this
Sixth Supplemental Indenture after any such principal becomes due in accordance with the terms thereof,
upon redemption or otherwise; or default in the payment of any interest in respect of such Notes if such
default continues for 30 days after any such interest becomes due in accordance with the terms hereof;
(ii) failure to observe or perform any other covenant or agreement contained in
the Notes issued pursuant to this Sixth Supplemental Indenture, and such failure continuing for 60 days
after notice, by registered or certified mail, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes, specifying
such failure and requiring it to be remedied and stating that such notice constitutes a notice of default under
this Sixth Supplemental Indenture;
(iii) failure by the Company or any of its Significant Subsidiaries 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 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;
(iv) 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, or approving as
properly filed a petition seeking reorganization, concurso mercantil 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 sindico or conciliador 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, 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
(v) 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, concurso
mercantil or quiebra, or shall consent to the filing of any such petition, or shall consent to the appointment
of a receiver or liquidator or sindico or conciliador or trustee or assignee in bankruptcy or insolvency of it
or its property.
12
(b) If an Event of Default specified in clause (a)(iv) or (a)(v) above shall occur, the maturity
of all outstanding Notes shall automatically be accelerated and the principal amount of the Notes, together with
accrued interest thereon, shall be immediately due and payable. If any other Event of Default shall occur and be
continuing, the Trustee or the Holders of not less than 25% of the aggregate principal amount of the Notes then
outstanding may, by written notice to the Company (and to the Trustee if given by Holders), declare the principal
amount of the applicable Notes, together with accrued interest thereon, 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. Any such declaration may be annulled and rescinded by written notice from the
Trustee or the Holders of a majority of the aggregate principal amount of the Notes then outstanding to the Company
if all amounts then due with respect to the Notes are paid (other than amount due solely because of such declaration) and all other defaults with respect to the Notes are cured.
(c) Subject to the provisions of the Base Indenture and this Sixth Supplemental Indenture
relating to the duties of the Trustee, in case the Company shall fail to comply with its obligations under this Sixth
Supplemental Indenture or the Notes and such failure shall be continuing, the Trustee will be under no obligation to
exercise any of its rights or powers under the Sixth Supplemental Indenture at the request or direction of any of the
Holders, unless such Holders shall have offered to the Trustee indemnity reasonably satisfactory to it. The Holders
of a majority in aggregate principal amount of the outstanding Notes will have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee, to the extent such action does not conflict with the provisions of this Sixth Supplemental
Indenture or applicable law.
(d) No Holder of any note will have any right to institute any proceeding with respect to the
Sixth Supplemental Indenture or the Notes or for any remedy thereunder, unless such Holder has previously given to
the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate
principal amount of the outstanding Notes shall have made a written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee, such Holder or Holders have offered to the Trustee
indemnity reasonably satisfactory to it, the Trustee for 60 days after receipt of such notice has failed to institute any
such proceeding and no direction inconsistent with such request shall have been given to the Trustee during such 60-
day period by the Holders of a majority in principal amount of the outstanding Notes. However, such limitations do
not apply to a suit individually instituted by a Holder of a note for enforcement of payment of the principal of, or
interest on, such note on or after respective due dates expressed in such note.
Section 2.14. Appointment of Agents. The Trustee will initially be the Security Registrar and
Paying Agent for the Notes.
Section 2.15. Defeasance upon Deposit of Moneys or U.S. Government Obligations.
(a) On the first day after the applicable conditions set forth in Section 12.03 of the Base
Indenture have been satisfied, the Company at any time may terminate (i) all of its obligations under the Notes and
this Sixth Supplemental Indenture (“legal defeasance option”) or (ii) its obligations under Sections 2.9, 2.10, 2.11
and 2.12 of this Sixth Supplemental Indenture and, with respect to the Notes only, Section 10.2 of the Base
Indenture, and the operation of Sections 2.13(a)(iii), (iv) and (v) of this Sixth Supplemental Indenture (but, in the
case of Sections 2.13(a)(iv) and (v), 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.
13
(b) If the Company exercises its legal defeasance option, payment of the Notes may not be
accelerated because of an Event of Default with respect to the Notes. If the Company exercises its covenant
defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in
Sections 2.13(a)(ii) (with respect to the covenants identified in clause (a) above), 2.13(a)(iii), 2.13(a)(iv) and
2.13(a)(v) (with respect only to Significant Subsidiaries in the case of Sections 2.13(a)(iv) and (v)).
(c) Notwithstanding clauses (a) and (b) above, the Company’s obligations with respect to Sections 3.05, 3.06, 3.07, and 12.09 of the Base Indenture, in each case with respect to the Notes only, shall survive
until the Notes have been paid in full.
Section 2.16. Amendments. In addition to the restrictions set forth in Section 14.02 of the Base
Indenture, without the consent or affirmative vote of each Holder of Notes affected thereby, an amendment of this
Sixth Supplemental Indenture or the Base Indenture (with respect to the Notes only) may not 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 Notes
must be repurchased pursuant to such Change of Control Offer.
ARTICLE 3.
FORM OF NOTES
Section 3.1. Form of Notes. The Notes and the Trustee’s Certificate of Authentication to be
endorsed thereon are to be substantially in the form set forth in Exhibit A.
ARTICLE 4.
ORIGINAL ISSUE OF NOTES
Section 4.1. Original Issue of Notes. The Notes may, upon execution of this Sixth
Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the
Trustee shall, upon Company order, authenticate and deliver such Notes as in such Company order provided.
14
ARTICLE 5.
MISCELLANEOUS
Section 5.1. Ratification of Indenture. The Base Indenture, as supplemented by this Sixth Supplemental Indenture, is in all respects ratified and confirmed, and this Sixth Supplemental Indenture shall be
deemed part of the Base Indenture in the manner and to the extent herein and therein provided; provided that the
provisions of this Sixth Supplemental Indenture apply solely with respect to the Notes.
Section 5.2. Trustee Not Responsible for Recitals. The recitals herein contained are made by
the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The
Trustee makes no representation as to the validity or sufficiency of this Sixth Supplemental Indenture.
Section 5.3. Governing Law. This Sixth Supplemental Indenture and each Note shall be
deemed to be contracts made under the law of the State of New York, and for all purposes shall be governed by and
construed in accordance with such law.
Section 5.4. Severability. In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
Section 5.5. Counterparts. This Sixth Supplemental Indenture may be executed in any
number of counterparts each of which shall be an original; but such counterparts shall together constitute but one
and the same instrument.
[Signature pages follow]
15
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be
duly executed, all as of the day and year first above written.
SOUTHERN COPPER CORPORATION,
as Issuer
By:
Name:
Title:
Signature Page
Sixth Supplemental Indenture
16
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
By:
Name:
Title:
Signature Page
Sixth Supplemental Indenture
17
EXHIBIT A
[FORM OF FACE OF SECURITY]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND
ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) 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 IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON 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 SINCE 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, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.
A-1
[No. 1 / No. 2 / No. 3]
$500,000,000 As revised by the Schedule of Increases or Decreases
in Global Security attached hereto
5.875% Notes due 2045
CUSIP No. 84265V AJ4
SOUTHERN COPPER CORPORATION, a Delaware corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co. or registered assigns, the principal sum of five hundred million dollars
($500,000,000), as revised by the Schedule of Increases or Decreases in Global Security attached hereto, on April
23, 2045 and to pay interest thereon from April 23, 2015 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually in arrears on April 23 and October 23 of each year,
commencing on October 23, 2015 at the rate of 5.875% per annum, until the principal hereof is paid or made
available for payment. 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 April 23, 2015. Interest shall be computed on the basis of a 360-day year
of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Record Date for such interest, which shall be April 8 or
October 8, as the case may be, next preceding such Interest Payment Date.
Additional provisions of this Security are set forth on the other side of this Security.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
A-2
IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.
SOUTHERN COPPER CORPORATION,
As Issuer
By:
Name:
Title:
TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Date of Authentication:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee, certifies that this is one of
the Securities referred to in the Indenture.
By: Authorized Signatory
A-3
[FORM OF REVERSE SIDE OF SECURITY]
5.875% Notes due 2045
1. Indenture.
This Security is one of a duly authorized issue of securities of the Company (herein called the
“Securities”), issued and to be issued in one or more series under an Indenture, dated as of April 16, 2010, as
supplemented by a Sixth Supplemental Indenture, dated April 23, 2015 (as so supplemented, herein called the
“Indenture”), between the Company and Wells Fargo Bank, National Association, as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on
the face hereof, initially limited in aggregate principal amount to $1,500,000,000.
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.
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 April 8 or October 8, as the case may be, 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 of Minneapolis, Minnesota unless the Company elects to
make interest payments by check mailed to the Holders at their address set forth in the register.
3. Paying Agent and Registrar.
Initially, the Trustee will act as Paying Agent and Registrar. 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. Optional Redemption.
(a) Except as described below, the Notes are not redeemable at the Company’s option. The
Company is not, however, prohibited from acquiring the Notes 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 Notes will be redeemable, at any time and from time to time, in whole or in part, at the
Company’s option at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be
redeemed plus accrued and unpaid interest thereon to, but not including, the date of redemption, and (ii) the sum of
the present values of the Remaining Scheduled Payments of principal and interest on the Notes 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. Notwithstanding the foregoing, payments of interest on the Notes will be payable to the Holders of those
Notes registered as such at the close of business on the relevant record dates according to the terms and provisions
of the Indenture. In connection with such optional redemption, the following defined terms apply:
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(c) Upon presentation in physical, certificated form of any Note to be redeemed in part only, the
Company will execute and the Trustee will authenticate and deliver to the Company on the order of the holder
thereof, at the Company’s expense, a new Note or Notes, of authorized denominations, in principal amount equal to
the unredeemed portion of the Note so presented. The Company may at any time purchase Notes in the open market
or otherwise at any price. Any Notes that are redeemed or purchased by the Company shall be delivered to the
Trustee for cancellation and may not be reissued or resold. Any redemption and notice thereof pursuant to the
Indenture may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
5. Notice of Redemption.
Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of the Notes to be redeemed. On and after any redemption date, interest will cease to
accrue on the Notes or any portion thereof called for redemption unless the Company defaults in the payment of the
redemption price.
6. Sinking Fund and Highly Leveraged Transactions.
The Securities are not subject to any sinking fund. The Indenture does not include any debt
covenants or other provisions which afford holders of the Securities protection in the event of a highly leveraged
transaction.
7. 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.
8. Denominations; Transfer; Exchange.
The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and in integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of
Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this
Security is registerable in the security register, upon surrender of this Security for registration of transfer at the
Registrar accompanied by a written request for transfer in form satisfactory to the Company and the Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
9. Persons Deemed Owners.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
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10. Amendment, Waiver.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders
of a majority in aggregate principal amount of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
11. Defaults and Remedies.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the
principal of the Securities of this series may be declared due and payable in the manner and with the effect provided
in the Indenture.
12. Governing Law.
THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
13. 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.
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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security have been made:
Amount of decrease Principal Amount of
Amount of increase in in Principal Amount this Global Security Signature of
Date of Principal Amount of of this Global following each authorized signatory
Exchange this Global Security Security decrease or increase of Trustee
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Investor Relations: (602) 264-1375
SOUTHERN COPPER CORPORATION ISSUED $2.0 BILLION UNSECURED NOTES Phoenix, April 24, 2015 - Southern Copper Corporation (NYSE and LSE: SCCO) announced today that it has completed a public offering of US$2.0 billion aggregate principal amount of notes, consisting of US$500 million 3.875% Notes due 2025 and US$1.5 billion 5.875% Notes due 2045. These notes are general unsecured obligations of Southern Copper Corporation and rank equally with all of its existing and future unsecured and unsubordinated debt. The proceeds of this offering will be used for general corporate purposes, including the financing of our capital expenditure program. Southern Copper Corporation is one of the largest integrated copper producers in the world and we believe we currently have the largest copper reserves in the industry. The Company is a NYSE and Lima Stock Exchange listed company that is 86.1% owned by Grupo Mexico, a Mexican company listed on the Mexican stock exchange. The remaining 13.9% ownership interest is held by the international investment community. The Company operates mining units and metallurgical facilities in Mexico and Peru and conducts exploration activities in Argentina, Chile, Ecuador, Mexico and Peru. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of the jurisdiction.