ADDENDUM
Exhibit 4
TRA.2747-06/N
ADDENDUM
KNOW ALL MEN BY THESE PRESENTS, the Addendum to the Master Agreement (the “Addendum”) entered into by and between:
a) Sociedad Minera Austria Duvaz S.A.C., identified by Tax ID Number (RUC) 20100102171, with principal place of business at Xx. Xxxx Xxxxxx Xxxxxxxxxxx 000, Xxx Xxxxx, acting by and through Xxxxx XXXXXXXXX MARIÁTEGUI XXXXXX, identified by National Identity Card (DNI) 00000000 and Xxxxxxx XXXXXXXXX MARIÁTEGUI CANNY, identified by National Identity Card (DNI) 00000000, as per powers of attorney registered in Card 00000000 of the Registry of Companies in and for Lima and El Callao (“Duvaz”);
b) Xxxx XXXXXXXXX MARIÁTEGUI XXXXXX, identified by National Identity Card (DNI) 00000000, with usual residence at Xxxxx Xxxxxx Aljovin 530, Surco, acting by and through Xxxx XXXXXXXXX MARIÁTEGUI CANNY, identified by National Identity Card (DNI) 00000000, as per power of attorney registered in Card 00000000 of the Registry of Mandates and Powers in and for Lima and El Callao and Xxxxx XXXXXXXXX MARIÁTEGUI XXXXXX, identified by National Identity Card (DNI) 00000000, with principal place of business at Xx. Xxxx Xxxxxx Xxxxxxxxxxx 000, Xxx Xxxxx (collectively referred to as the “Agents”);
c) Xxxxx XXXXXXXXX MARIÁTEGUI XXXXX, identified by National Identity Card (DNI) 00000000, with usual residence at Calle La Joya 175, Tambo de Monterrico, Surco and Xxxx XXXXXXXXX MARIÁTEGUI CANNY, identified by National Identity Card (DNI) 00000000, with usual residence at Xxxxx Xxxxxx Aljovin 530, Surco (collectively referred to as the “Class A Shareholders of Company B”)
d) Minera Perú Copper S.A., identified by Tax ID Number (RUC) 20506675457, with principal place of business at Xx, Xxx Xxxxx Xxxxx 0000, Xxx Xxxxx, acting by and through Xxxxxxx Xxxxxx XXXXXX, identified by Alien ID Card (CE) 84967 and H. Xxxx XXXXX, identified by Alien ID Card (CE) 000190392, as per powers of attorney registered in Card 11532703 of the Registry of Companies in and for Lima and El Callao (“MPC”).
Duvaz, the Agents, the Class A Shareholders of Company B and MPC shall be hereinafter collectively referred to as the “Parties”.
With the participation of:
Xxxxx Xxxxxx XXXXX XXXXXX, identified by National Identity Card (DNI) 00000000, married to Xxxx XXXXXXXXX MARIÁTEGUI XXXXXX, acting by and through Xxxx XXXXXXXXX MARIÁTEGUI CANNY, identified by National Identity Card (DNI) 00000000, as per power of attorney registered in Card 00000000 of the Registry of
Mandates and Powers in and for Lima and El Callao; Xxxxxx Xxxxx XXXXX XXXXXXX, identified by National Identity Card (DNI) 00000000, married to Xxxxx XXXXXXXXX MARIATEGUI XXXXXX; and Xxxxxxx Xxxxxxxx XXXXXXX XXXXXXXX, identified by National Identity Card (DNI) 00000000, married to Xxxxx XXXXXXXXX MARlÁTEGUI XXXXX, who shall give their conformity and consent to each and every one of the terms and conditions of this Addendum.
This Addendum is entered into under the following terms and conditions. The terms in capital letters which are not specifically defined herein shall have the meanings ascribed thereto in the Master Agreement (as said term is defined in Point 1.1 of this Addendum).
ONE: Recitals
1.1 On March 16, 2006, Duvaz, the Agents, the Class A Shareholders of Company B and MPC executed an instrument called the Master Agreement (the “Master Agreement”) in order to establish the terms and conditions that would rule the possible direct and indirect acquisition of certain mining concessions, surface rights and assets owned by DUVAZ.
1.2 In order to show the agreements reached by the Parties following the execution of the Master Agreement, the Parties agree to enter into this Addendum, which amends certain provisions of the Master Agreement, as well as the provisions set forth in its Exhibits and the Appendices thereto.
TWO: Amendments to the Master Agreement
2.1 The Parties hereby agree to the following:
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(A) |
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Amend Point 2.2 of the Master Agreement. |
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(B) |
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Amend the first paragraph of Point 2.4 of the Master Agreement. |
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(C) |
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Amend the second paragraph of Point 3.1 (a1) of the Master Agreement. |
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(D) |
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Amend Item (b) of Point 3.1 of the Master Agreement. |
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(E) |
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Amend the first paragraph of Item (c) of Point 3.1 of the Master Agreement. |
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(F) |
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Amend Point 3.2(a) 1 and 5 of the Master Agreement. |
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(G) |
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Agree on the terms that shall replace Exhibit F to the Master Agreement. |
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(H) |
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Add Exhibits O, O-1, P, X-0, X-0, X-0, X, X, X and T. |
2.2 The parties hereby agree to amend Point 2.2 of the Master Agreement, which shall read as follows:
“2.2 Corporate reorganization and transfer of mining concessions
2.2.1 Corporate reorganization. The Agents bind themselves to approve, in the Shareholders’ Meeting of DUVAZ, a corporate reorganization agreement whereby an equity block (consisting of the mining concessions, surface rights and other assets detailed in Exhibit B, except for the mining concessions called
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“Xxxxxxx”, “La Demócrata”, “Xxxxx” and “Xxxxx Celina”, whose transfer is regulated pursuant to the provisions set forth in the following Sub-point 2.2.2, as well as the liabilities of Xxxx detailed in Exhibit C) to be contributed to Company B shall be segregated. Under no circumstances shall the equity block to be transferred to Company B represent or generate losses to Company B exceeding fifty percent (50%) of the capital stock of Company B at the time of the corporate reorganization. If applicable, Duvaz shall carry out the revaluation of the Properties detailed in Exhibit B that shall form part of the equity block for the purposes of the corporate reorganization. The following provisions shall govern this corporate reorganization:
(a) Duvaz shall remain jointly and severally bound to Company B with respect to the payment of the liabilities detailed in Exhibit C upon the effective assignment of the debtor position in favour of Company B until the moment in which: (i) the Option Agreement is registered in the filing entries of the Properties detailed in Exhibit A (except for those detailed in Point 3.1 (a1) of this Master Agreement) and, (ii) the Properties described in Exhibit B are effectively registered in the name of Company B in the pertinent filing entries (except for those detailed in Sub-point 2.2.2 of this Master Agreement).
(b) MPC, in its capacity as creditor of the debts that shall be assigned by Duvaz to Company B, shall refrain from carrying out any collection operation with regard to said debts over the assets of Duvaz or Company B, until any of the following situations occur:
(i) The term established in Point 3.1 (c) of this Master Agreement expires, and neither the Agents nor Duvaz have exercised the option established in said Point 3.1 (c) or;
(ii) MPC exercises the purchase option established in the Option Agreement referred to in Point 3.1 of this Master Agreement and the Properties detailed in Exhibit A to this Master Agreement are registered in the name of MPC.
Upon the execution of this Master Agreement, MPC (in its capacity of creditor) hereby approves the assignment of liabilities from Duvaz to Company B within the corporate reorganization framework.
2.2.2 Transfer of concessions “Xxxxxxx”, “La Demócrata”, “Xxxxx Xxxxxx” and “Xxxxx”. MPC states that it is aware that Duvaz does not hold the exclusive ownership of some of the Properties listed in Exhibit B attached hereto. In this understanding, MCP acknowledges that:
(i) The concession called “Xxxxxxx” (as per the list of concessions attached hereto as Exhibit B) is held by Sociedad Minera de Responsabilidad Limitada Xxxxxxx de Huancayo, the share interests of which are held by Duvaz (50%) and Volcan Compaňía Minera S.A.A. (50%).
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(ii) The concession called “La Demócrata” (as per the list of concessions attached hereto as Exhibit B) is jointly held by Duvaz (33.3%) and the third parties appearing on Exhibit T attached to the Master Agreement (66.7%).
(iii) The concession called “Xxxxx Xxxxxx” (as per the list of concessions attached hereto as Exhibit B) is jointly held by Duvaz (33.3%) and the third parties appearing on Exhibit T attached to the Master Agreement (66.77%).
(iv) The concession called “Xxxxx” (as per the list of concessions attached hereto as Exhibit B) is held by Sociedad Minera de Responsabilidad Limitada Xxxxx de Huancayo, the share interests of which are held by Duvaz (78% registered). Moreover, Duvaz states that it owns an additional 20% of the share interests acquired from Empresa Minera del Centro del Perú S.A. – CENTROMÍN. However, said percentage has not been registered yet. The remaining 2% is held by other members.
Within a period of two hundred forty (240) days following the execution of this Master Agreement and by means of a notarized letter, notices or other mechanisms as provided for by law, Duvaz and Company B shall notify Sociedad Minera de Responsabilidad Limitada Xxxxxxx, indicated in Sub-point 2.2.2 (i), of their intention to transfer to Company B the share interests of Duvaz. With regard to the jointly-owned properties mentioned in the foregoing Sub-points 2.2.2(ii) and 2.2.2(iii), Duvaz shall notify its co-holders of the transfer of its aliquots to Company B within the same period of two hundred forty (240) days. The text of said communications and notices are attached hereto as Exhibits O, P and P-1. Moreover, Duvaz and Company B hereby undertake to notify MPC about the answers that Duvaz may receive from its partner and co-holders.
With regard to the transfer of the share interests of the legal companies and the aliquots of the concessions, as the case may be, the price to be paid as established herein shall be as follows:
a) For the concession “Xxxxxxx”, the price for the transfer of 50% of the share interests of Sociedad Minera de Responsabilidad Limitada Xxxxxxx de Huancayo amounts to US$3’500,000 (Three Million Five Hundred Thousand US Dollars).
b) For the concession “Xxxxx Xxxxxx”, the price for the transfer of 33,3% of the ideal shares held by Duvaz amounts to US$450,000 (Four Hundred Fifty Thousand US Dollars).
c) For the concession “La Dem6crata”, the price for the transfer of 33,3% of the ideal shares held by Duvaz amounts to US$190,000 (One Hundred Ninety Thousand US Dollars).
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With regard to the mining concession “Xxxxx”, Duvaz shall cause: (i) a Shareholders’ Meeting to be held by Sociedad Minera de Responsabilidad Limitada Xxxxx de Huancayo in order to approve the transfer of the mining concession “Xxxxx” in favour of Company B; and (ii) the transfer of the mining concession “Xxxxx” in favour of Company B to be approved in said Shareholders’ Meeting. Within a period of ten (10) days following said approval, Duvaz and Company B shall execute the notarially recorded instrument evidencing the transfer of the mining concession “Xxxxx” in favour of Company B.
With regard to the transfer of the mining concession “Xxxxx”, the price to be paid shall amount to US$20,000 (Twenty Thousand US Dollars) which shall be collected from the payments indicated in Exhibit F that correspond to MPC. The transfer of the mining concession “Xxxxx” to Company B shall be registered in favour of Company B within a term not to exceed two hundred forty (240) days following the execution of this Master Agreement.
Duvaz and the Agents hereby undertake to make every effort in order to obtain the consents required to formalize the transfer of the assets detailed in the foregoing Sub-points 2.2.2(i) to 2.2.2(iv) to Company B.
Duvaz or the Agents shall notify MPC of the replies provided by any of their partners or co-owners with regard to their desire to exercise their rights of first refusal or revocation, respectively. Should Duvaz or the Agents fail to notify MPC, within a term of thirty (30) days following reception thereof, of said replies from their partners or co-owners, MPC shall be entitled to discount, as a penalty, an amount equivalent to twice the value of the transfer of the share interests or ideal shares in respect of which Duvaz and/or the Agents may have failed to notify MPC of said replies.
As consideration for the transfer of (a) the share interests or the aliquots, as the case may be, set forth in Items (i) to (iii) of this Sub-point 2.2.2 and (b) the mining concession “Xxxxx”, MPC shall pay the creditors of Duvaz, at the expense of Company B, the amounts corresponding to the first six (6) months of the Schedule of Disbursements attached hereto as Exhibit F. Thus, the amounts that MPC may disburse to reduce the debt of Duvaz during the first six (6) months of said Schedule of Disbursements and that may have been used to pay the consideration corresponding to (a) the share interests or ideal shares mentioned in Items (i) to (iii) of this Sub-point 2.2.2 and (b) the mining concession “Xxxxx”, shall be charged to the price paid by Company B for the share interests or aliquots. These payments made by MPC to the creditors of Duvaz at the expense of Company B shall constitute a credit in favour of MPC, which shall not be enforceable as long as MPC does not exercise the option granted by virtue of the Option Agreement referred to in Point 3.1(a) of the Master Agreement.
In the event that, (A) Duvaz and the Agents did not manage to obtain the consents required to formalize the transfer of the share interests detailed in
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Sub-point 2.2.2(i); and/or (B) upon the transfer of the ideal shares detailed in Sub-points 2.2.2(ii) and 2.2.2(iii), the co-owners of Duvaz exercise their right of revocation, then, MPC shall be entitled to discount from the amount to be paid with regard to the obligations established in Exhibit F attached hereto, an amount equivalent to the value of the share interests or ideal shares indicated in this Sub-point 2.2.2 that are not transferred to Company B, pursuant to the terms and conditions established in Point 6.5 of Article Six of the Stock Purchase Agreement referred to in Point 2.3 hereof.
On the other hand, the parties hereby expressly accept that, as the Properties detailed in Sub-points 2.2.2(ii) and 2.2.2(iii) are jointly owned and therefore their co-owners have the right of revocation with regard to the transfer of aliquots, the discount indicated in the foregoing paragraph shall be effected, as long as any of the co-owners exercises its right of revocation, regardless of the time in which the action for revocation is notified and as long as the action has been filed within the term established for the exercise of the right of revocation established in the Civil Code.
The transfer agreement of share interests or ideal shares in limited liability mining companies or in the joint ownerships indicated in Items (i) to (iii) of Sub-point 2.2.2 of this Master Agreement, shall have the text attached hereto as Exhibits Q and R. The transfer agreement of the mining concession “Xxxxx” shall have the text attached hereto as Exhibit S.
The notarially recorded instrument evidencing the transfer of share interests in Sociedad Minera de Responsabilidad Limitada Xxxxxxx de Huancayo indicated in Item (i) of this Point 2.2(a) shall be signed at the very latest within a period of thirty (30) days following the expiration of the term established for the members to exercise their rights of first refusal. The notarially recorded instrument evidencing the transfer of aliquots indicated in Items (ii) and (iii) of this Sub-point 2.2.2 shall be signed at the very latest within a period of two hundred and forty (240) days counted as from the execution of the Master Agreement. The duty of MPC to pay the obligations contained in Exhibit F attached hereto for an amount equivalent to the price corresponding to the share interests or ideal shares in Sociedad Minera de Responsabilidad Limitada or the joint ownerships indicated in Items (i) to (iii) of this Sub-point 2.2.2 of this Master Agreement, as well as the payment corresponding to the concession “Xxxxx” indicated in Item (iv) of the same Sub-point shall be created as from the registration of the option agreement referred to in Point 3.1(a) hereof in the filing entries of the Properties listed in Exhibit A attached hereto (except for the Properties indicated in Point 3.1(a1) of the Master Agreement).
2.3 The Parties hereby agree to amend the first paragraph of Point 2.4 of the Master Agreement, which shall read as follows:
“2.4 Security Interest on the Class A shares issued by Company B. Until the price for the transfer of the Class A shares is fully paid-up, the parties hereto agree to establish a security interest on Class A shares, pursuant to the
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provisions set forth in the Security Interest Act, approved by Act 28677, in favour of the Class A Shareholders of Company B, who shall exercise their political and economic rights corresponding to said shares as provided for in Section 109 of the Business Corporations’ Act approved by Act 26887. Moreover, the parties hereby expressly agree that, in the unlikely case that the above-referred security Interest is executed, such execution shall be carried out pursuant to the provisions set forth in the Code of Civil Procedure. The parties hereby expressly establish that the foregoing constitutes an agreement that is contrary to the provisions set forth in Section 47 of the Security Interest Act; therefore, they expressly waive the out-of-court execution of the security interest indicated in the introductory part of this paragraph”.
2.4 The Parties hereby agree to amend the second paragraph of Point 3.1(a1) of the Master Agreement, which shall read as follows:
“Within a period of ten (10) days following notification of the communication whereby MPC informs Duvaz about its intention to exercise the option granted to it by the Option Agreement, Duvaz and Company B shall communicate their partners in the Limited Liability Mining Companies established in the foregoing Points 3.1(a1)(ii), 3.1(a1)(iii) and 3.1(a1)(iv), about their intention to transfer the share interests of Duvaz in such companies, so that said partners may notify Duvaz of their intention to exercise or not their right of first refusal. In the case of the joint ownership mentioned in Point 3.1(a1)(i), and within a period of ten (10) days following the transfer of the ideal shares held by Duvaz in favour of MPC as a result of the exercise of the option established in the Option Agreement, Duvaz and the Agents shall communicate their co-owners about the transfer of their aliquots. The texts of the communications and notices shall be in keeping with Exhibits D, E and E-1 of the Option Agreement. Likewise, Duvaz and the Agents hereby undertake to notify MPC about the replies that Duvaz may receive from its partners and co-owners.
In the event that Duvaz or the Agents fail to communicate MPC, within a period not to exceed thirty (30) days following reception, the reply given by any of its partners or co-owners with regard to their desire to exercise their right of first refusal or right of revocation, (A) MPC shall be entitled to discount from the obligations indicated in Exhibit F to this Master Agreement and, as a penalty, an amount equivalent to twice the value of the above-mentioned Properties in respect of which it failed to notify to MPC of said replies, or if there are no amounts to be discounted, (B) Duvaz shall be obliged to pay the difference until completing the full amount of the above-referred discount.
If (A) Duvaz and the Agents fail to obtain the consents required to formalize the transfer of the assets detailed in Points 3.1(a1)(ii), 3.1(a1)(iii) and 3.1(a1)(iv); and/or (B) if upon the transfer of the assets detailed in Point 3.1(a1)(i), the co-owners of Duvaz exercise their right of revocation, then, MPC shall be entitled to effect a discount equivalent to the value of the above-mentioned Properties that are not transferred to MPC, pursuant to the terms established in the last paragraph of Point 5.5 of Article 5 of the Option Agreement attached hereto as
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Exhibit E, or if there are no amounts against which said discount can be effected, Duvaz shall be obliged to pay the difference until completing the full amount of the above-referred discount.
The communications to be issued by means of a notarized letter or through notices or other mechanisms as provided for by law shall incorporate the texts attached to the Master Agreement as Exhibits O-1, P-1 and P-3.
On the other hand, the parties hereby expressly accept that as the assets detailed in Point 3.1(a1)(i) are jointly owned and thus their co-owners have the right of revocation with regard to the transfer of aliquots, MPC shall be entitled to carry out the discount indicated in the foregoing paragraph (and/or Duvaz shall be obliged to pay MPC an amount equivalent to the value of said ideal shares) as long as any of the co-owners exercises its right of revocation, regardless of the time in which the action for revocation is notified and as long as it has been filed within the term established in the Civil Code for the exercise of such right”.
2.5 The Parties hereby agree to amend paragraph (b) of Point 3.1 of the Master Agreement, which shall read as follows:
“(b) Payments on the date of execution and registration of the Option Agreement. As from the moment MPC and DUVAZ execute the Option Agreement and it is registered in the filing entries of all the Properties subject matter of the option, MPC shall be obliged to deliver to Duvaz’s creditors, at the expense of Duvaz and with no obligation to reimburse Duvaz, the funds required by Duvaz to fulfill the obligations detailed in Exhibit F hereto in a timely manner, as described hereinbelow. Similarly, the obligation of MPC to reimburse Duvaz for the payments that Duvaz may effect regarding the obligations outlined in Exhibit F-1 (as described hereinbelow) shall also arise at the time MPC and Duvaz execute the Option Agreement and it is registered in the filing entries of the total number of Properties subject matter of the option. It is hereby certified that the first month listed in the Schedule of Disbursements, attached hereto as Exhibit F, shall be understood as the first month that will start once the two hundred and ten (210)-day term indicated in point 3.1(a), Article 3 hereof expires.
In the event that MPC considers that the opportunity for the creditor to demand the payment of any debt contained in Exhibit F has elapsed, MPC shall notify it in writing to Duvaz. It is hereby understood by the Parties that the debts that have expired due to the lapsing of time do not require payment by MPC. In this case MPC shall indemnify Duvaz against any claim that a third party may file in connection with the collection of the expired debts.
In order to avoid any doubt, the payments made by MPC to the creditors of Exhibit F shall be applied as follows: (a) US$4,160,000 (Four Million
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One Hundred Sixty Thousand US Dollars) shall be the consideration for the transfer of the Properties listed in Sub-point 2.2.2 hereof, (b) US$3’260,000 (Three Million Two Hundred Sixty Thousand US Dollars) shall be the consideration for the transfer of the Properties listed in Point 3.1(a1), and (c) the remaining amount shall be the consideration for the execution of the Option Agreement (which shall be subsequently charged to the price for the transfer of the Properties listed in Exhibit A, in the event that said option is exercised).
The parties acknowledge that after the Master Agreement is signed and before the Option Agreement is registered in each one of the filing entries of the Properties outlined in Exhibit A of this Master Agreement, Duvaz might have to pay some of the obligations established in Exhibit F, by court order, arbitration award or administrative resolution issued by a court of last resort, other than through a transaction (unless otherwise expressly authorized in writing by MPC). If as to the date of this Master Agreement there is a court order, arbitration award or administrative resolution issued by a court of last resort that imposes Duvaz a payment obligation which Duvaz has failed to comply with, Duvaz shall require the consent of MPC in order to effect said payment. If an arbitration award was issued between the date of execution of the Master Agreement and before the Option Agreement is registered in the filing entries of the Properties outlined in Exhibit A that imposes a payment obligation upon Duvaz, Duvaz shall also require the consent of MPC in order to effect such payment.
Furthermore, the parties agree that after the Master Agreement is signed and before the Option Agreement is registered in each one of the filing entries of the Properties outlined in Exhibit A hereto, Duvaz may pay those obligations detailed in Exhibit F-1, without requiring the previous consent of MPC. It is hereby expressly certified that the obligations mentioned in Exhibit F-1 are part of the amount of US$13,080,824 (Thirteen Million Eighty Thousand Eight Hundred Twenty Four US Dollars) which constitutes the total obligations outlined in Exhibit F; therefore, the reimbursement by MPC of the payments effected by Duvaz of the obligations outlined in Exhibit F-1 shall, in no case, imply further payment obligations other than those expressly provided for in the Schedule of Disbursements attached hereto as Exhibit F.
MPC expressly undertakes to reimburse Duvaz for all the sums of money borne by Duvaz according to the preceding paragraphs and which, according to the Schedule of Payments contained in Exhibit F, should be borne by MPC. To that effect, within a period of three (3) days following the date of registration of the Option Agreement in each one of filing entries of the Properties detailed in Exhibit A attached hereto, Duvaz shall inform MPC on the payments it may have effected, which must be certified with the corresponding payment vouchers. Within a term of five (5) days following the receipt of said communication, MPC
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shall reimburse Duvaz for all the obligations borne by Duvaz, under the terms indicated in the preceding paragraphs. Notwithstanding the foregoing, the parties make it clear that under no circumstances shall the reimbursement obligations referred to in this paragraph entail further obligations for MPC than those established in Exhibit F attached hereto. Thus, the amount reimbursed by MPC in favour of Duvaz shall be in turn discounted from the amounts that MPC is obliged to pay during the first year in accordance with Exhibit F, and charged to the price to be paid to Duvaz, at the expense of Company B, for the transfer of the share interests and the aliquots of the mining concessions contained in Items (i) to (iii) of Point 2.2(a) hereof. It is hereby understood that any payment (other than the default and compensatory interest accrued as from the conclusion of the due diligence referred to in Article One of the Master Agreement) required to release the liens that may have been imposed as provided for by any court order, arbitration award or administrative resolution that exceed the amounts established in Exhibit F to the Master Agreement, shall be made at the expense of Duvaz.
Furthermore, after the Option Agreement has been registered in each one of the filing entries of the Properties outlined in Exhibit A attached hereto, MPC undertakes to reimburse Duvaz for any payment included in Exhibit F that was not effected by MPC within the term established in Exhibit F and that should have been made by Duvaz. The above-mentioned reimbursement shall be made within a period of no more than five (5) calendar days as from the date in which Duvaz requested said payment. Failure to pay within the stipulated term shall give rise to a daily penalty equivalent to 0.1% of the amount due for the period of time between the expiration date of the thirty (30)-day term and the date of actual payment.
It is hereby certified that MPC’s obligation to provide the necessary funds to cover the obligations detailed in Exhibit F shall be earmarked as part of the consideration for the transfer of the Properties outlined in Exhibit A, in case MPC would decide to exercise the option, except for the amounts corresponding to the first year of the Schedule of Disbursements that constitute the price for the transfer of the share interests and the aliquots of the mining concessions contained in Items (i) to (iv) of Point 2.2(a). MPC’s obligation to effect such payments shall continue to have full force and effect even if MPC decides not to exercise the option, in which case the payments that have been effected up to that moment by MPC in compliance with Exhibit F and those that it must continue to effect for the same reason, shall be considered as a penalty in favour of Duvaz or Company B, as the case may be.
MPC shall only be released from its obligation to furnish the funds indicated in Exhibit F if: (i) MPC has decided not to exercise the option and, in addition if (ii) the Stock Purchase Agreement has been terminated. In order to avoid any doubts, (A) MPC shall only be released
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from its obligation to effect the payments detailed in the Schedule of Payments contained in Exhibit F that are not due yet, and (B) MPC shall not be entitled to claim any amount of money from Duvaz or Company B for the funds which, according to the schedule in Exhibit F, have been previously provided, and which shall be considered as a penalty in favour of Duvaz or Company B, as the case may be”.
2.6 The Parties hereby agree to amend Point 3.2(a)(1) of the Master Agreement, which shall read as follows:
“1. As from the execution of this Master Agreement and during the term required by MPC (which may be extended during the effectiveness of the option granted by virtue of the Option Agreement), MPC shall take part, either alone or jointly with Duvaz, in the renegotiation of the debts of said company, which are detailed in Exhibit F. Exhibit F, called “Schedule of Disbursements”, describes the timing and funds that Duvaz requires for MPC to deliver to creditors detailed therein, at the expense of Duvaz and without any reimbursement obligation for Duvaz, in order to be able to honour the obligations outlined therein. In order to avoid any doubt, it is hereby expressly certified that MPC shall be obliged to pay only the obligations expressly indicated in the above-referred Exhibit F. Therefore, any obligation not included in said Exhibit F shall correspond to Duvaz, and Duvaz shall not be entitled to pose any claim to MPC with regard to the foregoing.”
2.7 The Parties hereby agree to replace Exhibit F to the Master Agreement with the one attached to this Addendum. The Parties hereby expressly certify that the Exhibit F replacing the first one has been drafted with the sole purpose of (A) excluding the obligations to Companía Peruana de Envases S.A. – XXXX X.X., which were recorded on said exhibit and (B) detailing the accounts payable that support the subtotals of said Exhibit F.
The Parties state that the Exhibit F replacing the first one only contains the face values of the principal, as well as the interest of the accounts payable from Duvaz accrued as at December 31, 2005. Thus, the amount of the accounts payable at the moment of their payment may be higher (i.e., said Exhibit F does not contain the interest accrued as from December 31, 2005). It is hereby expressly certified that the Exhibit F replacing the first one contains a Schedule of Disbursements that details the minimum amounts of Duvaz’s debts (acknowledged as at December 31, 2005) which MPC shall be obliged to pay off for each year. In order to avoid any doubt, it is hereby certified that MPC is not obliged to make effective disbursements for the amounts indicated in the Schedule of Disbursements detailed in Exhibit F. The obligation of MPC solely entails paying off the obligations indicated in said Schedule, either by payment or any other mechanism agreed during the renegotiation of said debts (e.g. writing off). Notwithstanding the foregoing, the Parties hereby agree that the amount of US$4,160,000 (Four Million One Hundred Sixty Thousand US Dollars) corresponding to Year 1 of the Schedule of Disbursements contained in
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Exhibit F, shall be paid out by MPC during the first six (6) months following the date on which the Option Agreement is registered (Exhibit E to the Master Agreement) in each one of the filing entries of the assets indicated in Exhibit A to the Master Agreement (except for the assets indicated in Point 3.1(a1) of the Master Agreement). In other words, in the case of Year 1, the obligation of MPC not only entails paying off the debts for the pertinent amount established in the Schedule of Disbursements, but also effectively disbursing an amount of US$4,160,000 (Four Million One Hundred Sixty Thousand US Dollars) in favour of Duvaz’s creditors. The Parties hereby agree that the amounts corresponding to Exhibits F and F-1 that MPC shall reimburse to Duvaz (as provided for in the Master Agreement and the following Point 2.8) shall be considered as part of the amount that MPC shall pay in favour of Duvaz’s creditors during the first six (6) months of the Schedule of Disbursements. It is hereby understood that with regard to the renegotiation of debts, MPC may freely pay off obligations for an amount additional to that whose value is indicated in the Schedule of Disbursements.
Moreover, the Parties hereby certify that the Exhibit F that replaces the first one has been drafted in US Dollars with the sole purpose of establishing (in the same currency) the total amount of the principal of the obligations that MPC shall pay to the creditors of Duvaz as provided for in Exhibit F, without this implying that the debts indicated in said Exhibit F must be paid in US Dollars. In order to avoid any doubt with regard to the foregoing, the Parties hereby agree that each one of the accounts payable indicated in Exhibit F shall be paid in the same currency in which said obligations were incurred by Duvaz.
Likewise, the Parties hereby agree that the Schedule of Payments contained in said Exhibit F shall be subsequently amended by the Parties in order to reflect the renegotiation of the debts with the creditors listed in said Exhibit F. It is hereby certified that the sole purpose of any subsequent amendment to said Exhibit F is to amend the payment dates of the obligations contained in said Exhibit F, and shall not entail a release on the part of MPC from paying the obligations indicated in said Exhibit F (except in case of expired debts and provided that the obligation to hold Duvaz harmless remains in full force and effect, as detailed in the second paragraph of Point 3.1(b) of this Master Agreement). Moreover, and notwithstanding the provisions of Point 3.2 of the Master Agreement, the Parties hereby expressly certify that the renegotiation of Exhibit F shall in no case imply that, for Year 5 of the Schedule of Disbursements, an amount higher than the one indicated for said year in Exhibit F attached hereto shall be owed.
2.8 MPC shall reimburse Duvaz for all payments of the accounts payable contained in Exhibit F that Duvaz may have effected (as from the date of execution of the Master Agreement) even though Duvaz (i) has not complied with the proceeding established in the Master Agreement, an/or (ii) has paid said accounts payable without the prior consent of MPC. The Parties hereby expressly certify that Duvaz has credited MPC all payments of the accounts payable listed in Exhibit F that Duvaz has effected as of July 31, 2006, which are detailed in Exhibit F
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under the title of “Debts from Exhibit F paid by Duvaz as of July 31, 2006. The payments of the accounts payable outlined in Exhibit F that Duvaz has effected from August 1, 2006 up to the date of execution of the Option Agreement and the Stock Purchase Agreement shall be demonstrated to MPC by Duvaz with the pertinent payment vouchers for their reimbursement. In order to avoid any doubt with respect to the foregoing, the reimbursement of all the payments indicated in this paragraph shall be carried out when MPC reimburses Duvaz for the obligations contained in Exhibit F-1 to the Master Agreement, as provided for in the fourth paragraph of Point 3.1(b) of the Master Agreement.
Provided it is previously authorized by MPC, Duvaz may pay the accounts payable detailed in Exhibit F from the date the Option Agreement and the Stock Purchase Agreement are executed up until the date the Option Agreement (Exhibit E of the Master Agreement) is registered in the filing entries of the assets of Exhibit A attached hereto (except for the assets indicated in Point 3.1(a1) of the Master Agreement). It shall be understood that said payments shall be approved by MPC as long as MPC does not object to the payment within a period of three (3) days following the written consultation by Duvaz with regard to the origin of the payment. Notwithstanding the foregoing, MPC shall reimburse Duvaz only for the payments that (A) have been previously approved by MPC, (B) are duly evidenced by the pertinent payment vouchers and (c) constitute part of the obligations indicated in Exhibit F of the Master Agreement.
2.9 The Parties hereby agree to add Exhibits O, O-1, P, X-0, X-0, X-0, X, X, X xxx X, which are attached hereto.
THREE: Amendments to the Stock Purchase Agreement (Exhibit D of the Master Agreement)
3.1 The Parties hereby agree to the following:
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(A) |
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Amend the first and second paragraphs of Point 5.2 of the Stock Purchase Agreement. |
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(B) |
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Amend Point 5.4 of the Stock Purchase Agreement. |
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(C) |
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Amend Point 6.5 of the Stock Purchase Agreement. |
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(D) |
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Amend Article Nine of the Stock Purchase Agreement. |
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(E) |
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Delete Point 6.6 of the Stock Purchase Agreement. |
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(F) |
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Delete Exhibit C to the Stock Purchase Agreement. |
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Add Exhibit E to the Stock Purchase Agreement. |
3.2 The Parties hereby agree to delete Point 4.3 (iii) of the Stock Purchase Agreement attached hereto as Exhibit D to the Master Agreement.
3.3 The Parties hereby agree to amend the first and second paragraphs of Point 5.2 of the Stock Purchase Agreement, which shall read as follows:
“Notwithstanding the conditions agreed in the foregoing Point 5.1 the Purchaser and Duvaz shall entrust the conduction of an environmental baseline
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study and a labour audit in relation to the matters detailed in Point 5.1 above, three (3) months prior to the expiry of the last instalment of the purchase price established in Article Four, Point 4.2, Item (v). The cost of both studies shall be borne by the Purchaser. Said studies shall be carried out by a person or company chosen by Duvaz among three (3) proposals provided by the Purchaser, who shall delimit the scope of the studies pursuant to the terms and conditions of the Master Agreement and this Stock Purchase Agreement. Duvaz’s choice shall be made within a period of three (3) business days counted as from the moment the Purchaser notifies Duvaz of the three (3) proposed companies. In the event that Duvaz fails to communicate the Purchaser about its choice within the above-mentioned period, the Purchaser shall be entitled to choose the company that shall carry out the studies, out of the three (3) companies proposed. Duvaz, jointly and severally with the Agents, undertakes to provide all the information that may be necessary to conduct said study.
If, under the terms hereof, the Purchaser is bound to pay the last instalment of the purchase price established in Article Four, Point 4.2, Item (v) and, on such date, it has not yet notified its decision to exercise or not the option set forth in the Option Agreement, then such instalment shall be deposited, in whole or in part, in an Escrow Account (the “Escrow Account”) to be opened for that purpose by the Purchaser in Banco de Crédito del Perú or Banco International del Perú (Interbank) or Scotiabank Peru S.A.A. or, otherwise, in a renowned bank approved by both parties”.
3.4 The Parties hereby agree to amend the second paragraph of Point 5.4 of the Stock Purchase Agreement, which shall read as follows:
“The terms and conditions that shall govern the
management and settlement of the Escrow Account are contained in Appendix E to
this Stock Purchase Agreement. The Parties agree that the Escrow Account shall
be opened in any of the banks indicated in the second paragraph of Point 5.2
hereof before the date on which payment must be made of the last instalment for
US$1,666,666.67 (One Million Six Hundred Sixty-Six Thousand Six Hundred
Sixty-Six and 67/100 US Dollars) established in Point 4.2(v) hereof The
Purchaser shall have the right to withhold the payment of this last instalment
until it is proven to him that the Escrow Account has been opened in one of
said banks”.
3.5 The Parties hereby agree to amend the entire Point 6.5 of the Stock Purchase Agreement, which shall read as follows:
“For the purposes of the transfer of the Assets indicated in the foregoing Points 6.1 to 6.4 In favour of Company B, Company B and Duvaz shall enter into transfer agreements under the terms and conditions established in Exhibits Q, R and S to the Master Agreement. Previously, Duvaz and the Agents must have made every effort to obtain the necessary authorizations to formalize the transfer of the Assets detailed in Points 6.1, 6.3 and 6.4 of this Article. With
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regard to the Asset detailed in Point 6.2, it shall be transferred as provided for in Sub-point 2.2.2 of the Master Agreement.
If (A) Duvaz and the Agents fail to obtain the consents required to formalize the transfer of the Asset detailed in Point 6.1; and/or (B) if after the transfer of the Assets contained in Points 6.3 and 6.4, the co-owners of Duvaz exercise their right of revocation, then, the Purchaser shall be entitled to discount from the amount to be paid as provided for in Exhibit F to the Master Agreement an amount equivalent to the value of the Assets that are not transferred to Company B according to the terms established hereinbelow.
The discount referred to in the foregoing paragraph shall be made from the first payment that must be done according to Exhibit B to the Master Agreement, after receiving from the Agents or Duvaz the notice referred to in Point 2.2.2 of the Master Agreement. In the event that the first payment is not enough to cover the total amount of the above-referred discount, it shall be deducted from the following payments until completing such total amount.
In other words, and by way of example, if it is not possible to transfer the share interests of the Sociedad Minera de Responsabilidad Limitada Xxxxxxx de Huancayo, the Purchaser shall be exempted from paying the instalment(s) set forth in Exhibit F to the Master Agreement until completing the full amount of the above-referred discount established for said Asset.
It is hereby understood that, with regard to the mining concessions “La Demócrata” and “Xxxxx Xxxxxx”, which are jointly owned, and, thus, as its co-owners have rights of revocation in respect of the transfer of aliquots the discount shall be considered applicable provided that any of the co-owners has exercised its right of revocation, regardless of the time in which the action for revocation is notified and as long as such action has been filed within the term established for the exercise of the right of revocation set in the Civil Code.
It is hereby understood between the parties that the eventual non-compliance by the party who exercises the right of revocation or the right of first refusal with its obligations before Duvaz or the Agents, shall not imply any right of claim against the Purchaser, whose obligation shall be reduced by the amount corresponding to each Asset in respect of which the right of first refusal or revocation may have been exercised. Therefore, the obligation to pay the instalments contained in Exhibit F to the Master Agreement, subject matter thereof, shall be extinguished without prejudice to the provisions of the following paragraph.
It is also hereby understood between the Parties that in the event of non-compliance by those who have exercised the right of first refusal or revocation with the obligations assumed before Duvaz for the purposes of said exercise, and if said non-compliance results in: (a) the termination of the transfer agreements of the share interests and/or ideal shares, and the registration of said termination in the filing entries of the Assets indicated in Points 6.1, 6.3 and
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6.4 above; or (ii) an agreement reached between Duvaz and the partners of co-owners whereby the exercise of the right of first refusal or revocation in respect of the Assets indicated in Points 6.1, 6.3 and 6.4 above is rendered ineffective, the Purchaser must acquire the Assets subject matter of said termination, assuming, in such case, the payment of the outstanding price, provided that the amount which has already been paid does not have to be reimbursed by Duvaz In that case, the payment of the price shall be made by applying it to the payments outlined in Exhibit F to the Master Agreement which are pending as of the date on which Duvaz notifies the Purchaser of the contents at this paragraph.
For the application of the price and the eventual discount indicated to the second paragraph of this Point 6.5, the value of the Assets detailed in Points 6.1 to 6.4 shall be as follows:
a) For the concession “Xxxxxxx”, the value agreed by the parties to be assigned to 50% of the share interests of the S.M.R.L Xxxxxxx de Huancayo shall amount to US$3,500,000 (Three Million Five Hundred Thousand US Dollars).
b) For the concession “Xxxxx”, the value agreed by the parties to be assigned shall amount to US$20,000 (Twenty Thousand US Dollars).
c) For 33.33% of the concession “Xxxxx Xxxxxx”, the value agreed by the parties to be assigned shall amount to US$450,000 (Four Hundred Fifty Thousand US Dollars).
d) For the 33.33% of the concession “La Demócrata”, the value agreed by the parties to be assigned shall amount to US$190,000 (One Hundred Ninety Thousand US Dollars).
3.6 The Parties hereby agree to delete Point 6.6 of the Stock Purchase Agreement, attached hereto as Exhibit D to the Master Agreement.
3.7 The Parties hereby agree to amend Article Nine of the Stock Purchase Agreement, which shall read as follows:
“NINE: Security Interest on Class “A” Shares
9.1 The parties hereby establish that, as from the execution of the Stock Purchase Agreement, a security interest shall be automatically established on all the Shares A in favour of the Sellers, up to an amount of US$7,000,000 (Seven Million US Dollars), to guarantee the fulfillment of all the Purchaser’s obligations hereunder, including but not limited to the payment of the price agreed in Article Five above, as well as any other obligation of the Purchaser under the Master Agreement and the Option Agreement (the “Secured Obligations”).
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It is hereby placed on record that the security interest referred to in the foregoing paragraph shall be applied, at all times, to the shares representing, at all times, a hundred percent (100%) of the Class “A” Shares, so that, in any case of capital Increase, the security interest shall be automatically extended to all the Class “A” shares issued by Company B, except in the cases of partial reduction of the security interest value, as provided for in Point 9.4 of this Article.
In the event of the non-fulfillment or the partial, late or defective fulfillment of the Secured Obligations by the Purchaser, should it be the case, the parties hereby expressly agree that the Class “A” Shares shall be executed in court, as provided for in the Code of Civil Procedure. In order to avoid any doubt with regard to the foregoing, the parties hereby expressly agree not to submit to the proceeding for the execution of the security interest regulated by Section 47 et seq. of the Security interest Act.
9.2 In accordance with the provisions set forth in Section 109 of the Business Corporations’ Act, the Purchaser hereby expressly places on record that, during the effectiveness of the security interest hereby created, the Sellers shall exercise any and all political and economic rights over the Class “A” Shares.
If the results of any fiscal year reveal distributable profits, in accordance with the financial statements of Company B, the excess shall be distributed to the Sellers, in equal parts, and applied to the payment of the following instalment or instalments of the price, as the case may be.
9.3 The parties hereby undertake to carry out all the acts and proceedings that may be required to formalize the registration of the security interest in the Registry of Security Interests, as well as in the Share Register of Company B. The security interest referred to in this Article Nine must be registered in the Registry of Security Interests within a period of thirty (30) days following the execution of this Stock Purchase Agreement. Likewise, such security interest must be entered in the Share Register of Company B, on the same date on which the transfer of the Class “A” Shares in favour of MPC is recorded.
9.4 The security interest shall be automatically released upon payment of the full purchase price, without prejudice to the reductions in the security interest value referred to in the following Point 9.5 of this Article. Similarly, the ownership and exercise of the political and economic rights appertaining to Class “A” Shares shall revert to the Purchaser once the full purchase price has been paid.
In order to generate the consequences set out in the preceding paragraph, it shall suffice that both parties execute a certificate evidencing the payment of the full purchase price. Said certificate shall
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be subsequently recorded in the Share Register of Company B as well as in the pertinent entry of the Registry of Security Interests.
9.5 Without prejudice to the provisions set forth in the preceding point, the value of the security interest shall be progressively reduced as from the payment of the third instalment of the price established in Article Four hereof. The security interest shall be reduced as follows:
(i) Upon payment of the third Instalment agreed in Article Four, Point 4.2, Item (iii), the value of the security interest shall be reduced by twenty percent (20%) and the security interest shall be released in respect of the number of Class “A” Shares representing twenty percent (20%) of the Class “A” Shares.
(ii) Upon payment of the fourth instalment agreed in Article Four, Point 4.2, Item (iv), the value of the security interest shall be reduced by an additional twenty percent (20%) and the security interest shall be released in respect of the number of Class “A” Shares representing twenty percent (20%) of the Class “A” Shares.
(iii) Upon payment of the fifth instalment agreed in Article Four Point 4.2, Item (v) and, consequently, upon payment of the full price, the full security interest on all Class “A” Shares hall be released. To this effect, it shall be understood that the price has been paid in full when the price adjustments mentioned in Article Five and the final settlement of the Escrow Account are performed so that any balance that may exist in such Escrow Account in favour of the Sellers is refunded to them.
In order to generate the consequences envisaged in this Point 9.5, it shall suffice that both parties execute certificates evidencing the payment of the respective instalments of the purchase price Said certificates shall be subsequently entered in the Share Register of Company B, as well as in the pertinent entry of the Registry of Security Interests. The reduction in the security interest value shall imply that the political and economic rights corresponding to such shares shall revert to the Purchaser and may be exercised by the Purchaser.
Both parties may agree to replace the security interest for any other collateral or personal guarantee to the satisfaction of the Sellers’ interests. Nevertheless, it is hereby expressly placed on record that this replacement may only be made with the express written consent of the Sellers.
9.6 As set forth in Point 11.1 of Article Eleven of the Stock Purchase Agreement, the Purchaser may not transfer the Class “A” Shares or the Class “B” Shares until the price referred to in Article Four has been fully
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paid-up or as long as the term of ten (10) years counted as from the execution of this Stock Purchase Agreement is in full force and effect, whichever occurs first”.
3.8 The Parties hereby agree to delete Exhibit C to the Stock Purchase Agreement.
3.9 The Parties hereby agree to insert the appendix attached hereto as Appendix E to the Stock Purchase Agreement.
FOUR: Amendments to the Option Agreement (Exhibit E to the Master Agreement)
4.1 The Parties hereby agree to the following:
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(A) |
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Amend Point 5.5 of the Option Agreement. |
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(B) |
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Add a second paragraph to Point 6.1 of the Option Agreement. |
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(C) |
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Amend Point 10.1 of the Option Agreement. |
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(D) |
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Delete Exhibit C to the Option Agreement. |
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(E) |
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Add Appendices E, E-1 and F to the Option Agreement. |
4.2 The Parties hereby agree to amend the entire Point 5.5 of the Option Agreement, which shall read as follows:
“5.5 Within a period of ten (10) days following notification of the communication whereby MPC states its intention to exercise the Option as provided for in Point 4.1 of this Option Agreement, Duvaz and MPC must notify the partners of Duvaz in the Limited Liability Mining Companies contained in Points 5.2, 5.3 and 5.4 above, of their intention to transfer the share interests of Duvaz in said companies, so that said partners may notify Duvaz of their intention to exercise or not their right of first refusal. With regard to the joint ownership mentioned in the foregoing Point 5.1, and within a period of ten (10) days following the transfer of said asset, as a result of the exercise of the option contemplated in this Option Agreement, Duvaz and MPC must notify the co-owners of the transfer of their aliquots. The texts evidencing the said communications and notices must be in line with the texts attached hereto as Appendices D, E and E-1.
Should Duvaz fail to notify MPC, within a term of thirty (30) days following reception thereof, of the replies provided by any of its partners or co-owners with regard to their desire to exercise their right of first refusal or revocation, (A) MPC shall be entitled to discount from the obligations contained in Exhibit F to the Master Agreement, as a penalty, twice the value of the above-mentioned Properties in respect of which MPC may have failed to notify MPC of the reply of its co-owners, or, in the event that there are no amounts from which said discount might be carried out, (B) Duvaz shall be obliged to pay for the difference until completing the full amount of the above-referred discount within a period
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of ninety (90) days following the date on which Duvaz was requited to comply with said payment by MPC.
If (A) Duvaz and the Agents have failed to obtain the authorizations required to formalize the transfer of the Assets listed in Points 5.2 to 5.4 hereof; and/or, (B) if, after the transfer of the Asset detailed in the preceding Point 5.1, the co-owners of Duvaz exercise their right of revocation, MPC shall be entitled to discount from the obligations pending payment outlined in Exhibit F to the Master Agreement, an amount equivalent to the value of the above-mentioned Assets that are not transferred to MPC (in accordance with the values established hereinbelow), or if there are no amounts from which to make the discount, Duvaz shall be obliged to pay the difference until completing the total amount of said discount. Such reimbursement shall be carried out within a term not to exceed ninety (90) days after the exercise of the right of first refusal or revocation by the members or co-owners.
Without prejudice to the foregoing, the referred discount shall be made from the first payment that must be effected according to Exhibit F to the Master Agreement, after receiving the communication of the members of the legal companies exercising their rights of first refusal or the communication of the co-owners exercising their right of revocation. If the first payment is not sufficient for covering the referred discount, it shall be made from the following payments until completing the amount of the discount or otherwise, Duvaz shall be obliged to pay MPC the difference until completing the total amount of said discount.
In other words, and by way of example, if it is not possible to transfer the share interests of Sociedad Minera de Responsabilidad Limitada Grancero de Huancayo, MPC shall be exempted form making the payment of the instalment(s) established in Exhibit F to the Master Agreement until completing the amount of the said discount established for such Asset, or otherwise, Duvaz shall be obliged to pay MPC the difference until completing the total amount of said discount.
It is hereby understood that, in the case of the mining concession “Calabaza”, which is subject to the co-ownership system; and therefore, as its co-owners have rights of revocation regarding the transfer of aliquots, MPC shall be authorized to carry out the above-mentioned discount (and/or Duvaz shall be obliged to pay MPC an amount equivalent to the value of such ideal shares) to the extent that any of the co-owners has exercised its rights of revocation, regardless of the time in which the action for revocation is notified and provided that such action has been filed within the term established for the exercise of the right of revocation set forth in the Civil Code.
It is hereby understood between the parties that the eventual failure by the person who exercises the right of revocation or the right of first
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refusal to comply with the obligations assumed before Duvaz or the Agents shall not confer any right of claim against MPC, whose obligation shall be reduced by the amount corresponding to each Asset in respect of which the rights of first refusal or revocation have been exercised. Therefore, the obligation to pay the instalments outlined in Exhibit F to the Master Agreement, subject matter of said discount shall be extinguished without prejudice to the provisions of the following paragraph.
Without prejudice to the foregoing, it is also understood that in case of non-compliance by those who have exercised the rights of first refusal or revocation with the obligations assumed before Duvaz due to such exercise, and if said non-compliance results in: (i) the termination of the transfer agreement of the share Interests and the registration of such termination in the filing entries corresponding to the pertinent mining companies and/or concessions; or (ii) an agreement reached between Duvaz and the members or co-owners whereby the exercise of the rights of first refusal or revocation is rendered ineffective: MPC shall acquire the Assets subject matter of such termination assuming in such case the payment of the price pending payment, provided that the amount that has already been paid does not have to be reimbursed by Duvaz. In such a case, the payment of the price shall be made by applying it to the payments detailed in Exhibit F to the Master Agreement which have been made by MPC up to a value equivalent to the transferred Asset.
For purposes of calculating the price and the obligation of DUVAZ referred to in the second paragraph of this Point 5.5, the value of the Assets detailed in Points 5.1 to 5.4 shall be as follows:
a) For the mining concession “Calabaza”, the value agreed by the parties to be assigned to 33.33% of it amounts to US$945,400 (Nine Hundred Forty-Five Thousand Four Hundred US Dollars).
b) For the share interests of Sociedad Minera de Responsabilidad Limitada “Grancero de Huancayo”, held by Duvaz (company holder of the mining concessions “Grancero” and “Lola”), the value agreed to be assigned by the parties is US$1,988,600 (One Million Nine Hundred Eighty-Eight Thousand Six Hundred US Dollars).
c) For the mining concession “Pobre Diablo”, the value agreed by the parties to be assigned to 20% of it is US$326,000 (Three Hundred Twenty-Six Thousand US Dollars).
4.2 The parties agree to add a second paragraph to Point 6.1 of the Option Agreement, which shall read as follows:
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“In order to avoid any doubts, the payments made by MPC to the creditors listed in Exhibit F to the Master Agreement shall be applied as detailed below: (a) US$4,160,000 (Four Million One Hundred Sixty Thousand US Dollars) shall be the consideration to be paid for the transfer of the Properties listed in Sub-point 2.2.2 of this Master Agreement; (b) US$3,260,000 (Three Million Two Hundred Sixty Thousand US Dollars) shall be the consideration to be paid for the transfer of the Assets listed in Points 5.1 and 5.4; and (c) the remaining amount shall be the consideration to be paid for the execution of the Option Agreement (which shall be subsequently applied to the price of the transfer of the Assets listed in Appendix A, should the Option be exercised).” |
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4.3 |
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The parties agree to amend Point 10.1 of the Option Agreement to read as follows: |
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“10.1 |
The parties agree that, in the event that MPC notifies DUVAZ of its intention to exercise the Option, the duty of MPC to pay off the obligations detailed in the Schedule of Disbursements attached to the Master Agreement as Exhibit F (and which also forms an integral part of the Master Agreement as Exhibit F) shall be applied to the compensation for the execution of the Transfer Agreement except for the payments corresponding to the first six (6) months of the aforesaid Schedule, which shall be considered as payment for the price of the share interests and aliquots of the mining concessions established in Sub-points 2.2.2(i) to 2.2.2(iii), as well as the mining concession “Xxxxx” indicated in Sub-point 2.2.2(iv) of the Master Agreement, purchased by Company B. It is hereby understood between the parties that MPC shall not be bound to pay off the obligations mentioned in Exhibit F to the Master Agreement up to the value assigned to the Assets outlined in Points 5.1 to 5.4 of this Option Agreement, if the members of the limited liability mining companies holders of the concessions or their co-owners exercise their right of first refusal or right of revocation and these Assets are not transferred to MPC. Likewise, MPC shall pay DUVAZ, as consideration for the execution of the Transfer Agreement, a royalty on the production extracted from such Assets, under the terms and conditions set forth in the Royalty Agreement to be entered into by and between both parties for that purpose, a sample of which is contained in Exhibit H to the Master Agreement.” |
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4.4 |
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The Parties agree to delete Appendix C to the Option Agreement. |
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4.5 |
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The Parties agree to add the appendices to this Addendum to the Option Agreement as Appendices D, E and E-1. |
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FIVE: References
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5.1 |
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The Parties expressly agree that any reference, mention or allusion to the term “pledge” in the Master Agreement, as well as in all Its Exhibits and Appendices thereto (e.g. in the Stock Purchase Agreement or the Option Agreement), must be understood as a reference, mention or allusion to the term “security interest”, regulated by the Security Xxxxxxxx Xxx, Xxx 00000. |
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5.2 |
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The Parties expressly agree that any reference, mention or allusion to Company B in the Master Agreement, as well as in all its Exhibits and Appendices thereto (e.g. in the Stock Purchase Agreement or the Option Agreement), must be understood as a reference, mention or allusion to Sociedad Minera Centenario S.A.C. |
SIX: Term of the Addendum
The amendments to the Master Agreement and the Exhibits thereto indicated in Articles Two, Three and Four of this Addendum shall come into force at the time this Addendum is executed by the Parties and ratified by the Shareholders’ Meeting of DUVAZ with the favourable vote of at least fifty percent (50%) of the voting shares. Said Shareholders’ Meeting must be held within a term not to exceed thirty (30) days following execution of this Addendum. MPC shall be entitled to retain payment of the instalment for US$1,000,000 (One Million US Dollars), stipulated in Point 4.2(iii) of the Stock Purchase Agreement, and to suspend the following payments derived from the Stock Purchase Agreement and the payments contemplated in Exhibit F, until the date when it is demonstrated that DUVAZ has actually held a Shareholders’ Meeting to ratify the terms of this Addendum, as set forth in this paragraph.
In order to avoid any doubts, it is placed on record that, as from the execution hereof, the provisions of the Master Agreement which are amended hereunder shall cease to be in effect and, consequently, the Parties shall not be bound to comply with them.
SEVEN: Validity of the terms and conditions set forth In the Master Agreement
The Parties expressly place on record that the terms and conditions of the Master Agreement which have not been amended hereunder shall remain in full force and effect and, consequently, the Parties are bound to comply with them.
Executed in two counterparts in Lima this 13th day of October 2006
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MPC |
DUVAZ |
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(two illegible signatures) |
(two illegible signatures) |
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Representatives: Xxxxxxx Xxxxxx |
Representatives: |
Xxxxx |
Xxxxxxxxx |
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Xxxxxx and H. Xxxx Xxxxx |
Mariátegui |
Xxxxxx |
and |
Xxxxxxx |
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Xxxxxxxxx Mariátegui Canny |
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(illegible signature) |
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(illegible signature) |
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Xxxx Xxxxxxxxx Mariátegui Canny |
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Xxxxx Xxxxxxxxx Mariátegui Xxxxxx |
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For: Xxxx Xxxxxxxxx Mariátegui Xxxxxx |
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(illegible signature) |
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(illegible signature) |
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Xxxx Xxxxxxxxx Mariátegui Xxxxx |
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Xxxxxx Xxxxx Xxxxx Xxxxxxx |
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For: Xxxxx Xxxxxx Xxxxx Xxxxxx |
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(illegible signature) |
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Xxxx Xxxxxxxxx Mariátegui Canny |
|
Xxxxx Xxxxxxxxx Mariátegui Xxxxx |
|
|
|
|
|
|
|
(illegible signature) |
|
|
|
|
Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx |
|
|
|
|
|
|
|
|
|
AUTHENTICATION OF SIGNATURE ON THE REVERSE SIDE HEREOF |
|||
|
|
|
|
|
|
Xxxxxxx
Xxxxxxxxxx Xxxxxxx |
|
|
|
XXXXXXX XXXXXXXXXX XXXXXXX
ATTORNEY-AT-LAW AND NOTARY PUBLIC IN AND FOR LIMA
I DO HEREBY CERTIFY THAT the foregoing signatures are the true, proper, and respective handwriting of:
· Xxxxx XXXXXXXXX MARIÁTEGUI XXXXXX, identified by National Identity Card (DNI) 00000000 and Xxxxxxx XXXXXXXXX MARIÁTEGUI CANNY, identified by National Identity Card (DNI) 00000000, acting on behalf of Sociedad Minera Austria Duvaz S.A.C., as per powers of attorney registered in Entry 11392644 of the Registry of Companies in and for Lima and El Callao and specifically in the minutes of the Shareholders’ Meeting held by Sociedad Minera Austria Duvaz S.A.C. on March 14, 2006; the first one also acting on his own behalf.
· Xxxx Xxxxxx XXXXXXXXX MARIÁTEGUI CANNY, identified by National Identity Card (DNI) 00000000, acting on behalf of Xxxx XXXXXXXXX MARlÁTEGUI XXXXXX and Xxxxx Xxxxxx XXXXX XXXXXX, as per power of attorney registered in Electronic Entry 11035745 of the Registry of Mandates and Powers of the Registry of Individuals in and for Lima and El Callao who also signs on his own behalf.
· Xxxxx XXXXXXXXX MARIÁTEGUI XXXXXX, identified by National Identity Card (DNI) 00000000.
· Xxxxx XXXXXXXXX MARIÁTEGUI XXXXX, identified by National Identity Card (DNI) 00000000.
· Xxxx Xxxxxx XXXXXXXXX MARlÁTEGUI CANNY, identified by National Identity Card (DNI) 00000000.
24
|
· |
|
Xxxxxxx Xxxxxx XXXXXX, identified by Alien ID Card (CE) 000084967 and H. Xxxx XXXXX, identified by Alien ID Card (CE) 000190392, acting on behalf of Xxxxxx Xxxxx Copper S.A., as per powers of attorney registered in Entry 11532703 of the Registry of Companies in and for Lima and El Callao |
|
· |
|
Xxxxxx Xxxxx XXXXX MANZINI, identified by National Identity Card (DNI) 00000000. |
|
· |
|
Xxxxxxx Xxxxxxxx XXXXXXX DEDEKIND, identified by National ldentity Card (DNI) 00000000. |
To all of which I attest in the city of Lima on October 13, 2006.
|
(signed) |
|
Xxxxxxx Xxxxxxxxxx Xxxxxxx |
|
|
|
Attorney-at-Law and Notary Public in and for Lima |
Seal of the Notaries Association in and for Lima
25
LIST OF NEW EXHIBITS AND APPENDIXES
1. NEW EXHIBITS TO THE MASTER AGREEMENT:
|
Exhibit F: |
|
Schedule of Disbursements |
|
|
Exhibit O: |
|
Communication Form for the transfer of Interests in the concessions detailed in Point 2.2(a)(i) (“Xxxxxxx”). |
|
|
Exhibit O-1: |
|
Communication Form for the transfer of interests in the concessions detailed in Points 3.1(a1)(ii), 3.1(a1)(iii) and 3.1 (a1)(iv) (“Grancero”, “Lola” and “Pobre Diablo”). |
|
|
Exhibit P: |
|
Communication Form for the transfer of aliquots to be applied to the co-owners of the concessions detailed in Points 2.2(a)(ii) and 2.2(a)(iii) (“La Demócrata” and “Xxxxx Xxxxxx”). |
|
|
Exhibit P-1: |
|
Communication Form for the transfer of aliquots to be applied to the co-owners of the concession detailed in Point 3.1(a1)(i) (“Calabaza”). |
|
|
Exhibit P-2: |
|
Form of the notice for exercising the right of revocation applicable to the co-owners of the concessions detailed in Points 2.2(a)(ii) and 2.2(a)(iii) (“La Demŏcrata” and “Xxxxx Xxxxxx”). |
|
|
Exhibit P-3: |
|
Form of the notice for exercising the right of revocation applicable to the co-owners of the concession detailed in Point 3.1(a1)(i) (“Calabaza”). |
|
|
Exhibit Q: |
|
Form of the agreement for the transfer of share interests in S.M.R.L. Xxxxxxx de Huancayo. |
|
|
Exhibit R: |
|
Form of the agreement for the transfer of aliquots of concessions “La Demócrata” and “Xxxxx Celina”. |
|
|
Exhibit S: |
|
Form of the transfer agreement of concession “Xxxxx”. |
|
|
Exhibit T: |
|
List of the participants of the co-ownership succession of concessions detailed in Points 2.2(a)(ii) and 2.2(a)(iii) (“La Demócrata” and “Xxxxx Celina”). |
|
|
|
|
|
|
|
2. NEW APPENDICES TO THE PURCHASE AGREEMENT: |
|||
|
|
|||
|
Appendix E: |
|
Form of the Escrow Account Agreement |
|
|
|
|
|
|
|
3. NEW APPENDICES TO THE OPTION AGREEMENT: |
|||
|
|
|||
|
Appendix D: |
|
Communication Form for the transfer of interests in the concessions detailed in Points 5.2 to 5.4 (“Grancero”, “Lola” and “Pobre Diablo”). |
|
|
Appendix E: |
|
Communication Form for the transfer of aliquots to the co-owners of the concession detailed in Point 5.1 (“Calabaza”) |
|
|
Appendix E-1: |
|
Form of the notice for exercising the right of revocation to be applied to the co-owners of the concession detailed in Point 5.1 (“Calabaza”) |
|
26
EXHIBIT F TO THE MASTER AGREEMENT
|
|
|
US$ |
|
|
|
Financial debts |
|
2,770,635 |
|
|
|
CTS |
|
3,073,669 |
|
|
|
Trade accounts payable |
|
|
|
|
|
3.1 Suppliers |
|
1,231,319 |
|
|
|
3.2 Accruals |
|
829,250 |
|
|
|
3.2 Payroll payables |
|
150,143 |
|
|
|
3.4 Others |
|
499,911 |
|
|
|
|
|
2,710,622 |
|
|
|
Tax liabilities |
|
3,153,955 |
|
|
|
Third-party debts |
|
621,943 |
|
|
|
Other debts |
|
750,000 |
|
|
|
Total (a) |
|
|
13,080,824 |
|
SCHEDULE OF DISBURSEMENTS
|
AÑO |
|
US$ |
|
|
|
|
|
|
|
|
|
1 |
|
|
4,496,914 |
|
|
2 |
|
|
3,162,917 |
|
|
3 |
|
|
2,268,312 |
|
|
4 |
|
|
1,114,891 |
|
|
5 |
|
|
2,037,790 |
|
|
TOTAL |
|
|
13,080,824 |
|
27
1. Financial Debts
|
|
|
US$ |
|
|
COFIDE 1 |
|
1,401,670 |
|
|
COFIDE 2 |
|
1,297,667 |
|
|
COFIDE 3 |
|
48,818 |
|
|
COFIDE 4 |
|
22,480 |
|
|
|
|
2,770,635 |
|
28
2. SEVERANCE PAY
|
|
|
US$ |
|
|
Employees Lima |
|
|
|
|
Armuto Huahuamullo Catalina |
|
1,354 |
|
|
Xxxxxxx Xxxxxxx Xxxx Xxxxxxxx |
|
14,350 |
|
|
Bravo Xxxxxxxx Xxxxx |
|
1,950 |
|
|
Xxxxx Xxxxxx Xxxxx Xxxxxx |
|
5,279 |
|
|
Xxxxxxxx Xxxxxxxx Xxxxxx |
|
220 |
|
|
Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxx |
|
456 |
|
|
Xxxxxxxx Xxxxxxx Marco |
|
2,775 |
|
|
Xxxxxx Xxxxxxx Xxxxxxx |
|
59,244 |
|
|
Xxxxxxx Xxxxxxx Xxxxxx |
|
289 |
|
|
Xxxxxx Xxxxxx Xxxxxx |
|
12:596 |
- |
|
Fuerte Xxxxxxx Xxxxx Xxxxxxx |
|
410 |
|
|
Xxxxxx Xxxxxxx Keniye |
|
2,232 |
|
|
Xxxxx Xxxxxxx Xxxx |
|
11,571 |
|
|
Xxxxxx Xxxxxxxxx Xxxxxx |
|
9,365 |
|
|
Mayta Xxxxxx Xxxxxx |
|
8,426 |
|
|
Xxxxxx Xxxxx Xxxxxx Xxxxx |
|
3,119 |
|
|
Xxxxxxx Xxxxxxxxx Xxxxxx |
|
122 |
|
|
Xxxxxxx Xxxxxx Xxxxx |
|
2,443 |
|
|
Xxxxxx Xxxxxx Xxxx |
|
1,189 |
|
|
Xxxxx Xxxxxxxx Xxxxx |
|
73,211 |
|
|
Namot Xxxxxxxx Xxxxxxx |
|
13,574 |
|
|
Xxxxx Xxxxxxxx Xxxx |
|
100 |
|
|
Xxxxxxxx Xxxxxx Xxxxxx |
|
141 |
|
|
Xxxxx Xxxxxxxx Satumino |
|
4,161 |
|
|
Xxxxxxx Xxxxxx Rua |
|
3,090 |
|
|
Paz Xxxxxxxx Xxxxxx |
|
33,424 |
|
|
Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxx |
|
257 |
|
|
Xxxxx Xxxxx Xxxxxx |
|
32,796 |
|
|
Puclias Xxxxxxx Xxxx Xxx |
|
69 |
|
|
Xxxxxxx Xxxxxxxxx Xxxxxxxx |
|
504 |
|
|
Rebata Xxxxxxx Xxxxx |
|
13,446 |
|
|
Xxxxxxxxx Xxxxxx Xxxxx Xxx |
|
122 |
|
|
Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxx |
|
1,625 |
|
|
Xxxxx Xxxxx Xxxxxx Xxxxxxx |
|
2,496 |
|
|
Xxxx Xxxxxxx Xxxxxx |
|
2,511 |
|
|
Xxxxxxx Xxxxx Xxxx |
|
3,018 |
|
|
Villaizan Xxxxxxxx Xxxxxxx |
|
132 |
|
|
Xxxxxxxx Xxxxxxxxx Xxxxxx |
|
15,229 |
|
|
Zamudlo Xxxxxxxxx Xxxxx |
|
8,401 |
|
|
Xxxxxxxx Xxxxx Xxxxxxx |
|
10,723 |
|
|
Total Employees |
|
356,420 |
|
29
|
Workers |
|
|
|
|
Xxxxxxx Xxxxxx, Xxxxxxxx |
|
13,698 |
|
|
Aguilar Turpo, Xxxxx Xxxxxxxx |
|
425 |
|
|
Alanya Asto, Custodio |
|
10,347 |
|
|
Alanya Xxxx, Xxxx Belealdo |
|
896 |
|
|
Xxxxxxxxx XxxxxXxxxxxxx, Xxxxxx |
|
678 |
|
|
Xxxxxxxx Condor, Xxxx |
|
210 |
|
|
Xxxxxxxx Xxxxxxxx, Xxxx Pele |
|
10,676 |
|
|
Xxxxxxx Xxxxxxx, Xxxxxxx |
|
9,463 |
|
|
Xxxxxxx Xxxxxx, Bernardino |
|
16,656 |
|
|
Xxxxxx Huarnan, Xxxxxxxx |
|
9,979 |
|
|
Xxxxxx Xxxxxxxxxx, Xxxxxxx |
|
14,142 |
|
|
Antonio Alanya, Macarlo |
|
15,907 |
|
|
Xxxxxxx Xxxxxxxx.Xxxxxxxx |
|
11,389 |
|
|
Xxxxx Xxxxxx, Xxxxxx |
|
12,114 |
|
|
Arisaca Xxxxxx, Xxxxx |
|
16,849 |
|
|
Artica Xxxxxx, Xxx Xxxx |
|
678 |
|
|
Arzapalo Ore, Xxxxxx |
|
134 |
|
|
Asto Xxxxx, Xxxxxxxxx |
|
15,127 |
|
|
Asto Xxxxxxx, Justodio |
|
10,618 |
|
|
Atachahua Xxxxx, Xxxxx Antonio |
|
678 |
|
|
Xxxxxxxxx Xxxxxx, Xxxxx Xxxx |
|
802 |
|
|
Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxx |
|
10,999 |
|
|
Barja Xxxxxxxx, Xxxxxx |
|
353 |
|
|
Barja Xxxxx, Xxxxxxx |
|
11,240 |
|
|
Barja Xxxxx, Lider |
|
9,220 |
|
|
Xxxxxxx Xxxxxxx, Filólogo |
|
14,608 |
|
|
Batalla Xxxxxxxx, Xxxx Xxxxxxx |
|
580 |
|
|
Xxxxx Xxxxxxxxx, Xxxxxx |
|
103 |
|
|
Bello Xxxxxx, Xxxxxxx |
|
9,188 |
|
|
Xxxxxxxx Xxxxxx, Xxxxxxxx |
|
112 |
|
|
Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx |
|
129 |
|
|
Xxxx Xxxxxxxxx, Xxxx |
|
15,649 |
|
|
Xxxxxxxxx Xxxxxx, Modesto |
|
14,346 |
|
|
Bravo Xxxxxxxxxxx, Xxxxxxx |
|
9,856 |
|
|
Cahuapaza Xxxxxx, Xxxxxxx |
|
15,585 |
|
|
Cajahuanca Rupay, Xxxxxxx Xxxx |
|
313 |
|
|
Calcina Pacha, Xxxxxxxx Xxxxxx |
|
93 |
|
|
Xxxxxxx Xxxxxx, Xxxxxxxx |
|
17,022 |
|
|
Xxxxxxx Xxxxxx, Xxxxxxx |
|
233 |
|
|
Cancapa Lluicho, Xxxxxxx Xxxxxxxxx |
|
313 |
|
|
Canchaya Xxxxxxx, Xxxxxxxxx |
|
14,519 |
|
|
Xxxxxxxx Xxxxxxxx, Xxxx Xxxxx |
|
9,880 |
|
|
Xxxxxxxx Xxxxxxxx, Xxxxxxx |
|
16,307 |
|
|
Xxxxxxxx Xxxxxxxx, Xxxxx |
|
10,609 |
|
|
Carhuaricra Xxxxxx, Xxxxx |
|
15,226 |
|
|
Carhuaricra Xxxxxx, Xxxxx |
|
9,687 |
|
|
Xxxxxx Xxxxx, Antioco |
|
20,931 |
|
00
|
Xxxxx Xxxxxx, Xxxxxx |
|
12,916 |
|
|
Xxxxx Xxxxxxxx, Xxxxxxx Ellas |
|
751 |
|
|
Xxxxxxxxx Xxxxxxxx, Xxxxx Xxxxxxx |
|
90 |
|
|
Xxxxxx Chulan, Hugo |
|
902 |
|
|
Ccente Xxxxx, Xxxxxxxxx |
|
11,407 |
|
|
Ccente Xxxxxx, Xxxxxxxxx |
|
8,310 |
|
|
Chamorro Xxxxxxxx, Xxxxxxxx |
|
8,965 |
|
|
Champi Huampa, Xxxx Xxxx |
|
339 |
|
|
Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx |
|
15,272 |
|
|
Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxx |
|
224 |
|
|
Cosi Xxxxxxx, Xxxxx |
|
11,177 |
|
|
Xxxxxxx Xxxxxx, Xxxx Xxxxxxxxx |
|
70 |
|
|
Xxxxxxxx De Xx Xxxx, Xxxxxxx |
|
10,026 |
|
|
Cuicapuza Nahuinripa, Xxxxxx |
|
164 |
|
|
Damian De Xx Xxxx, Xxxxxx |
|
93 |
|
|
Xxxxxx Xxxxxxx.Xxxxxx |
|
11,676 |
|
|
Xxxxxx Xxxxx, Xxxxx Xxxxx |
|
13,350 |
|
|
Xxxxxx Xxxxxx, Xxxxxx |
|
10,315 |
|
|
Xxxxxx Xxxxxx, Xxxxx Francisco |
|
000 |
|
|
Xx Xx Xxxx Xxxxxxxx, Hever |
|
10,380 |
|
|
De La Xxxx Xxxxxx, Xxxx |
|
16,517 |
|
|
Xxxxxxxxxx Xxxxxxxxxx, Xxxxx |
|
11,472 |
|
|
Xxxxxxxx Xxxxx, Xxxxxx |
|
14,503 |
|
|
Xxxxxxxx Xxxxxxx, Xxxxxxx |
|
17,237 |
|
|
Xxxxxxxx De Xx Xxxx, Xxxxxxx |
|
14,492 |
|
|
Xxxxxxxx Xxxx, Miro |
|
16,195 |
|
|
Xxxxxxxx Villavicencios, Xxxxx |
|
940 |
|
|
Xxxxxxx Xxxxxxxx, Xxxxxxxxxx |
|
12,237 |
|
|
Evazeto Condor, Xxxxxxx |
|
9,186 |
|
|
Xxxxxx Xxxxxxxxxx,Xxxxxx |
|
8,691 |
|
|
Floras Xxxxx, Xxxx |
|
9,438 |
|
|
Fura Xxxxx, Xxxx Xxxxxx |
|
678 |
|
|
Gago Xxxxxxx, Xxxxx |
|
123 |
|
|
Gallardo Limaylla, Xxxx Xxxxxx |
|
794 |
|
|
Xxxxxxxx Xxxxx, Xxxxxx Xxxxxx |
|
59 |
|
|
Xxxxxx Xxxxxxx, Xxxxxxxxx |
|
12,678 |
|
|
Xxxxxx Xxxxxx, Xxxxx |
|
10,719 |
|
|
Xxxxxx Xxxxx, Segundo |
|
19,089 |
|
|
Xxxxxxxx Xxxxxx, Xxxxxxxx |
|
11,541 |
|
|
Xxxxxxxx Xxxxxx, Xxxx |
|
15,646 |
|
|
Xxxxxxxx Xxxxx, Xxxx |
|
10,482 |
|
|
Huahuacondori Xxxxx, Xxxxxxxx |
|
10,187 |
|
|
Xxxxxx Xxxxxxxxxx, Xxxxx Xxxxx |
|
668 |
|
|
Xxxxxx Coca, Xxxxxx |
|
10,505 |
|
|
Xxxxxx Xxxxxx, Xxxxxx Xxxx |
|
79 |
|
|
Xxxxxx Xxxxxxx, Xxxxxxxxxx |
|
10,697 |
|
|
Xxxxxxx Xxxxxxx, Xxxxx Xxxxx |
|
23 |
|
|
Xxxxxxx Tuncar, Crispin |
|
12,788 |
|
00
|
Xxxxxxxxxx Xxxxxxxxx, Xxxxxxx |
|
10,537 |
|
|
Huayta Xxxxxx, Xxxxx |
|
13,077 |
|
|
Xxxxxx Xxxx, Xxxx Xxxxx |
|
805 |
|
|
Xxxxxx Cierto, Xxxxx |
|
859 |
|
|
Xxxxxx Cierto, Xxxxx Xxxxx |
|
82 |
|
|
Xxxxxx Cierto, Xxxxxxxx |
|
13,077 |
|
|
Xxxx Xxxxxx, Ever |
|
14,685 |
|
|
Xxxx Xxxxxx, Xxxxxx |
|
11,871 |
|
|
Ingaruca Xxxxx, Xxxxxxxx |
|
9,999 |
|
|
Izarra Xxxxx, Xxxxx Teologo |
|
14,299 |
|
|
Xxxxxxxxx Xxxx, Bartolome |
|
11,068 |
|
|
Xxxxxxxxx Xxxx, Xxxxx |
|
11,414 |
|
|
Xxxxxx Xxxxxx, Xxxxxxx |
|
9,257 |
|
|
Lanco Xxxx, Xxxxxxxx |
|
16,211 |
|
|
Xxxxx Xxxxx. Xxxxxxxxx |
|
19,354 |
|
|
Xxxxx Xxxxx, Xxxxxx |
|
313 |
|
|
Xxxx Astuvilca, Xxxxx |
|
10,732 |
|
|
Xxxx Xxxxxxxxxxxxx, Xxxxxxx |
|
12,851 |
|
|
Xxxx Xxxxxx, Xxxxx Xxxxxxx |
|
164 |
|
|
Xxxxxxxx Xxxxxxx, Simón |
|
15,421 |
|
|
Llanco Xxxxxxx, Xxxxx Xxxxx |
|
940 |
|
|
Xxxxx Coser, Xxxxxxxx Xxxxxx |
|
13,812 |
|
|
Machacuay Xxxxx, Xxxxxxxx |
|
9,202 |
|
|
Machacuay Xxxxx, Xxxxxxxxx |
|
11,532 |
|
|
Malima Xxxxxxx, Xxxx |
|
11,252 |
|
|
Xxxxxx Xxxxxxx, Xxxxxxx Xxxxx |
|
9,476 |
|
|
Xxxxxxx Xxxxxxx, Xxxxx |
|
14,679 |
|
|
Xxxxxxxx Piñlas, Xxxxx Xxxx |
|
193 |
|
|
Xxxxxxx Xxxxxxx, Xxxxxx |
|
12,390 |
|
|
Xxxxxxxx Xxxxx, Xxxxx Xxxxxxxxx |
|
11,137 |
|
|
Xxxx Xxxxxxxxxx, Xxxxx Xxxxxxx |
|
902 |
|
|
Xxxx Xxxxx, Xxxxxxxxx |
|
16,728 |
|
|
Xxxx Xxxxxxxx, Xxxxxxxx Xxxxxx |
|
761 |
|
|
Xxxxxx Xxxxxxxx, Xxxxx |
|
11,549 |
|
|
Montero Xxxxxx, Xxxxxxx Xxxxxxx |
|
00 |
|
|
Xxxxx Xxxxxx, Xxxxxxxx |
|
10,445 |
|
|
Mucha Xxxxxxxxxx, Xxxxxxx |
|
12,169 |
|
|
Mucha Xxxxx, Xxxx Xxxx |
|
322 |
|
|
Muña Xxxxxx, Xxxxxxx |
|
9,103 |
|
|
Xxxxx Xxxxxxx, Xxxxx |
|
14,989 |
|
|
Xxxxxxx Xxxxxxx, Xxxx |
|
10,684 |
|
|
Xxxxxxxx Xxxxxxx, Xxxxxx |
|
307 |
|
|
Xxxxxx Xxxxxx, Sebastian |
|
9,718 |
|
|
Xxxxx Xxxxxxxxx, Xxxx Xxxx |
|
902 |
|
|
Osores Xxxxxx, Xxxxxxxxx |
|
12,226 |
|
|
Osores Xxxxx, Xxxxxxxxx Xxxx |
|
12,496 |
|
|
Pablo Xxxx, Xxxxxx |
|
12,322 |
|
|
Xxxx Xxxxxxxx, Xxxxxxxx |
|
13,005 |
|
32
|
Panez Condor, Xxxx Xxxxx |
|
10,670 |
|
|
Xxxxxxx Xxxxxx, Hercilio |
|
17,916 |
|
|
Xxxxx Xxxxxxx, Xxxxxx |
|
157 |
|
|
Xxxxxxx Xxxxx, Hemógenes |
|
15,328 |
|
|
Xxxxxxx Xxxxxxxxxx, Xxxxxx |
|
10,244 |
|
|
Xxxxxxx Xxxxxx, Xxxxxxxx |
|
19,201 |
|
|
Xxxxxxx Sachahuaman, Xxxx Xxxxx Xxxxx |
|
179 |
|
|
Xxxxxxx Xxxxxx, Xxxxxxx |
|
10,423 |
|
|
Xxxx Xxxxx, Xxxxxxx |
|
70 |
|
|
Xxxxx Xxxxxxx, Xxxxxxxx |
|
14,825 |
|
|
Xxxxx Xxxxx, Xxxxx Xxxx |
|
117 |
|
|
Xxxx Xxxxxxxxxx, Xxxxx Xxxxx |
|
326 |
|
|
Xxxx Xxxxxxxx, Xxxxxxx Xxxxxxx |
|
629 |
|
|
Pomahuali Mangualaya, Xxxx Antonio |
|
350 |
|
|
Pomasunco Arzapaloi, Oscar |
|
14,076 |
|
|
Xxxxx Xxxxxx, Xxxxxxxx |
|
14,908 |
|
|
Xxxxx Herquinio, Xxxxxxx |
|
11,738 |
|
|
Quincho Xxxxxx, Juliom Xxxxxxxx |
|
11,029 |
|
|
Quinto Toralva, Xxxxx Xxxxxxxxx |
|
979 |
|
|
Quinto Trinidad, Xxxxx Xxxx |
|
177 |
|
|
Xxxxxx Xxxxxxxx, Xxxx |
|
14,894 |
|
|
Xxxxxx Xxxxxxxx, Xxxxxx |
|
11,734 |
|
|
Xxxxxx Xxxxxxxx, Xxxxxxx |
|
15,145 |
|
|
Xxxxxx Xxxxxxxx, Libito |
|
16,635 |
|
|
Xxxxxx Xxxxxxxxx, Aslsclo |
|
16,069 |
|
|
Xxxxxx Xxxxx, Xxxxx |
|
14.440 |
|
|
Xxxxxx Xxxxxxxx, Xxxxxx |
|
18,156 |
|
|
Xxxxxxx Xxxxxx, Xxxxx |
|
932 |
|
|
Xxxxx Xxxxxx, Xxxxx |
|
15,432 |
|
|
Xxxxxxxx Canchuricra, Francisco |
|
11,764 |
|
|
Xxxxx Xxxxxx, Xxxx Xxxx |
|
15,759 |
|
|
Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxx |
|
10,328 |
|
|
Xxxxx Xxxxxxx, Xxxxxxx |
|
896 |
|
|
Rimari Condor, Xxxxx |
|
23 |
|
|
Xxxxxxxxx Xxxxx, Xxxxxxxx Ludilto |
|
150 |
|
|
Xxxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx |
|
521 |
|
|
Xxxxx Xxxxxx, Xxxxx |
|
10,773 |
|
|
Xxxxx Xxxxxxx, Xxxx |
|
112 |
|
|
Xxxxx Xxxxxxxx, Xxxxxxx |
|
16,235 |
|
|
Xxxxx Xxxxxx, Xxxxxxx |
|
11,799 |
|
|
Xxxxx Xxxxxx, Xxxxxxxxx |
|
313 |
|
|
Xxxxx Xxxxx, Xxxxxxx |
|
14,469 |
|
|
Xxxxx Xxxxxx, Xxxxxx |
|
859 |
|
|
Xxxxx Xxxxxxx, Mateo |
|
301 |
|
|
Xxxxxx Xxxxxxx, Xxxx Xxxxxxx |
|
10,470 |
|
|
Xxxxxx Xxxxx, Xxxxxxx |
|
9,439 |
|
|
Xxxxxx Xxxxxx, Xxxxxxx |
|
339 |
|
|
Xxxxxxx Xxxxxx, Xxxxxxxx |
|
802 |
|
33
|
Xxxxxxxxx Xxxxxxxxx, Xxxxxxx |
|
70 |
|
|
Xxxxxxx Xxxxx, Xxxxxxxx |
|
13,239 |
|
|
Xxxxxxx Del Xxxxxx, Xxxxxxxx |
|
226 |
|
|
Sancho Xxxxxx, Xxxxxxxx |
|
10,606 |
|
|
Xxxxxxxxxx Huanuco, Xxxx |
|
9,706 |
|
|
Xxxxxx Xxxxx, Xxxxxx |
|
202 |
|
|
Xxxxxx Xxxxxxxx, Xxxxxxx |
|
11,587 |
|
|
Xxxxxx Xxxxx, Demetrlo |
|
8,489 |
|
|
Taipe Xxxxxxx, Xxxx |
|
12,369 |
|
|
Ticse Xxxxx, Xxxxx |
|
10,936 |
|
|
Tito Crlspin, Xxxxxxxxx Xxxxxx |
|
186 |
|
|
Xxxxxxxxx Xxxxxx, Xxxxxxx |
|
16,880 |
|
|
Xxxxxxx Xxxxx, Francisco |
|
14,442 |
|
|
Xxxxxx Xxxxxx, Xxxx Xxxxxxx |
|
1,095 |
|
|
Xxxxxx Xxxxxxx, Xxxxx |
|
13,405 |
|
|
Xxxxxx Xxxxxxx, Xxxxxx Xxxx |
|
000 |
|
|
Xxxxx Xxxxxxx, Xxxxxx |
|
11,635 |
|
|
Turpo Xxxxxxx, Xxxxxxx Xxxxxx |
|
67 |
|
|
Xxxxxx Xxxxx, Xxxxxxxx |
|
11,371 |
|
|
Xxxxx Xxxxxxx, Xxxx |
|
15,402 |
|
|
Valentin Cuba, Xxxxx Xxxx |
|
902 |
|
|
Valentin Xxxxxxxxxx, Xxxxxxx |
|
16,097 |
|
|
Xxxxxxxxx Xxxxx, Xxxxx Xxxxxx |
|
90 |
|
|
Xxxxxx Xxxxxxxx, Xxxxxx |
|
000 |
|
|
Xxxxxxx Xxxx, Xxxxx Xxxxx |
|
16,140 |
|
|
Xxxxxxx Maravl, Xxxxx Xxxxx |
|
11,663 |
|
|
Xxxxxxxxx Xxxxx, Xxxxxxxx |
|
18,316 |
|
|
Xxxx Xxxxxxxx, Xxxx Xxxx |
|
314 |
|
|
Xxxxx Xxxxxx, Xxxxx |
|
559 |
|
|
Xxxxx Puma, Xxxxxxx |
|
000 |
|
|
Xxxxxx Xxxxxx, Xxxxxxx |
|
14,304 |
|
|
Yaro Xxxxxxxxxx, Xxxxxx |
|
678 |
|
|
Xxxxx Xxxxxxx, Tito |
|
10,401 |
|
|
Yupanqui Xxxxxxx, Xxxx Xxxx |
|
550 |
|
|
Yupanqui Gave, Xxxxx Xxxxx |
|
11,833 |
|
|
Yupanqui Xxxxxxx, Xxxx |
|
12,278 |
|
|
Zacarlas Xxxxxx, Xxxxxxx |
|
11,255 |
|
|
Xxxxxxx Xxxx, Xxxxx Xxxxxxxxx |
|
193 |
|
|
Xxxxxxxx Xxxxx, Xxxxxx |
|
12,089 |
|
|
Total Workers |
|
1,916,505 |
|
|
|
|
|
|
|
Xxxxxx Employees |
|
|
|
|
Gallano Laimito Xxxxx Xxxxxxx |
|
107,179 |
|
|
Xxxxxxxxx Mariategui Xxxxxx Xxxxx |
|
61,845 |
|
|
Xxxxxx Xxxxx Xxxxx Xxxxxx |
|
15,192 |
|
|
Xxxxx Xxxxxx Femado Xxxxx |
|
11,340 |
|
|
Xxxxxxxx Xxxxxxx Xxx Xxxxx |
|
2,816 |
|
|
Barria Xxxxxxx Xxxx Xxxxx |
|
1,524 |
|
34
|
Xxx Xxxxxxxxx, Xxxxx Xxxxxx |
|
1,338 |
|
|
Xxxxx Xxxxxxx Xxxxxx Xxxxx |
|
434 |
|
|
Xxxxxxxxx Mariategui Xxxxx Xxxx Xxxxx |
|
431 |
|
|
Xxxxxxx Xxxx Xxxxxxxxx |
|
345 |
|
|
Xxxxxxxxx Mariategui Xxxxx Xxxxx |
|
220 |
|
|
Xxxxxxx Recabarren Xxxxxxxxx Xxxxxx |
|
430 |
|
|
Apaza Sucari Xxxxx Xxxxx |
|
1,366 |
|
|
Xxxxx Xxxx Xxxx Xxxx |
|
179 |
|
|
Xxxxxxx Xxxxxxxx Xxxxx |
|
56 |
|
|
Xxxxxxxx Xxxxxx Herckener |
|
00 |
|
|
Xxxx Xxxxxxx Xxxxx |
|
000 |
|
|
Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxxx |
|
184 |
|
|
Xxxxxxxxx Turin Xxxxx Xxxxxx |
|
3,934 |
|
|
Xxxxxxx Albinagorta Xxxxxx Xxxxxxx |
|
332 |
|
|
Xxxxxxx Xxxxxxxx Xxxxxxx |
|
527 |
|
|
Xxxxx Xxxxxxx Xxxxxx |
|
12,460 |
|
|
Xxxxx Huaynates Francisco |
|
127 |
|
|
Gutarra Xxxxxxxx Xxxxxxx |
|
592 |
|
|
Xxxxxxxx X Xxxxxxxxx Xxxxxxx |
|
900 |
|
|
Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx |
|
72 |
|
|
Xxxxxxxx Xxxxx Xxxxx Xxxxxxx |
|
131 |
|
|
Xxxxxx Xxxxxxx Xxxxx Xxxxx |
|
244 |
|
|
Xxxxxxxx Xxxxxx Xxxxxx |
|
15,976 |
|
|
Xxxxxxxx Xxxxx Xxxx |
|
108 |
|
|
Xxxxxx Xxxxxx Xxxx Xxxxxxx |
|
8,535 |
|
|
Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx |
|
881 |
|
|
Ninalaya Xxxx Xxxx Xxxxxxx |
|
384 |
|
|
Xxxxxxxx Xxxxxxx Xxxxxxx |
|
1,227 |
|
|
Xxxxx Xxxxxxxx Satumino |
|
3,320 |
|
|
Xxxxxx Xxxx Xxxxxx Xxxxxxx |
|
280 |
|
|
Xxxx Xxxxxxxxxx Xxxxx |
|
432 |
|
|
Xxxx Xxxxxxx Xxxxxx Xxxxxxx |
|
1,717 |
|
|
Xxxxxxxx Xxxxxxxxx Xxxxx Xxxxxx |
|
257 |
|
|
Valderrama Xxxxxxxx Xxxxxxxx |
|
3,554 |
|
|
Valentin Xxxxxxxxxx Xxxxxx |
|
624 |
|
|
Xxxxx Xxxxxxxx Xxxxxx |
|
258 |
|
|
Xxxxxxx Xxxxxx Xxxx Xxxxxx |
|
252 |
|
|
Xxxxx Xxxx Xxxxxxxx |
|
482 |
|
|
Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx |
|
43,541 |
|
|
Total Former Employees |
|
304,720 |
|
|
|
|
|
|
|
Former Workers |
|
|
|
|
Xxxxxx Xxxxxx Xxxx Xxxxxxxxx |
|
126 |
|
|
Alanya Xxxxxxxx Xxxxxxx |
|
14,336 |
|
|
Xxxxxx Xxxxxxxxxx Xxxxxx |
|
563 |
|
|
Anco Condor Xxxxxxxxx |
|
14,302 |
|
|
Anco Condor Xxxxxxxxx |
|
283 |
|
|
Antonio Xxxx Xxxxxxxxx |
|
5,721 |
|
35
|
Xxxxxxxxxx Xxxxx Xxxxxx |
|
10,946 |
|
|
Xxxxx Xxxxxxx Xxxxxxx |
|
12,587 |
|
|
Asto Xxxxxxx Xxxxxxxxx |
|
5,222 |
|
|
Atachahua Ascanoa Xxxxxx |
|
8,778 |
|
|
Barja Xxxxxx Xxxxxxx |
|
276 |
|
|
Xxxxxxx Xxxxx Xxxxxx |
|
2,285 |
|
|
Xxxxxxx Xxxxxx Xxxxxxxx |
|
10,064 |
|
|
Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxx |
|
139 |
|
|
Bernachea Xxxxxxx Xxxxx |
|
169 |
|
|
Bias Xxxxxx Xxxxxx |
|
000 |
|
|
Xxxx Xxxxxxx Xxxx |
|
000 |
|
|
Xxxxxxxxx Xx Xx Xxxx Xxxxxxxxx |
|
250 |
|
|
Bravo Xxxxxxx, Xxxxxxxx |
|
358 |
|
|
Bruno Xxxxxx Xxxxxx |
|
243 |
|
|
Camayo Xxxx Xxxxxxx |
|
5,739 |
|
|
Xxxxxx Xxxxxx Xxxxxxx |
|
6,234 |
|
|
Xxxxxxxxx Xxxxx Xxxxxx Xxxxx |
|
13,378 |
|
|
Capcha Xxxxx Xxxxxxx |
|
362 |
|
|
Carhuaz Xxxxx Xxxx |
|
4,118 |
|
|
Caro Salazar Denis |
|
241 |
|
|
Castro Aguilar Hugo |
|
8,098 |
|
|
Ccancce Moscoso Jesus Elias |
|
166 |
|
|
Celestino Huaman Fausto |
|
330 |
|
|
Cerron Leon Hipólito |
|
5,094 |
|
|
Cerron Palacios Vides |
|
10,302 |
|
|
Chuquivilca Jiménez Guzman |
|
6,313 |
|
|
Coila Melendez Afrain |
|
225 |
|
|
Condor Gaspar Fidel |
|
1,810 |
|
|
Condori Jacho Benigno |
|
7,210 |
|
|
Cotera Casas Ruben |
|
864 |
|
|
Cuadrado Manrique Leo Toni |
|
138 |
|
|
Damian De La Cruz David |
|
381 |
|
|
Danilo llares Baquerizo |
|
340 |
|
|
Davila Quispe Mamerto |
|
9,368 |
|
|
De La Cruz Gomez Raul |
|
446 |
|
|
Echevarria Castro Elvert Ciro |
|
682 |
|
|
Eden Laura Torpoco |
|
208 |
|
|
Escalera Huaringa Felidonio G. |
|
10,859 |
|
|
Esquivel Villavicencio Felix |
|
753 |
|
|
Garcia Balvin Lucio Aureo |
|
10,132 |
|
|
Garcia Sinche Efrain |
|
295 |
|
|
Gaspar Paez Valeriano |
|
218 |
|
|
Gonzales De La Cruz Juan Carlos |
|
384 |
|
|
Gonzales Hinostroza Epifanio Donato |
|
9,392 |
|
|
Gonzales Hinostroza Maximo Alfredo |
|
10,386 |
|
|
Hinostroza Avellaneda Clever Hector |
|
252 |
|
|
Huaman Orue Cipriano |
|
5,494 |
|
|
Huaman Romero Damaso |
|
1,360 |
|
36
|
Huarcaya Romero Gerardo |
|
12,566 |
|
|
Huatuco Inga Waldimmer H. |
|
315 |
|
|
Huerta Aquino Leandro |
|
319 |
|
|
Huerta Nolasco Isidro |
|
13,428 |
|
|
Idelfonso Chamorro Felix |
|
855 |
|
|
Inche Poma Julian |
|
356 |
|
|
Leon Molina Fredy Miquear |
|
430 |
|
|
Llamocca Terraza Julian Toribio |
|
120 |
|
|
Lopez Vilca Emiliano |
|
6,420 |
|
|
Mamani Atahuana Esteban |
|
239 |
|
|
Manrique Rodriguez Edilberto |
|
431 |
|
|
Manuel Juradon Reginaldo |
|
264 |
|
|
Marcos Espinoza Nahon |
|
442 |
|
|
Melgarejo Cierto Fredy Eleuterio |
|
653 |
|
|
Mendoza Quispe Pedro |
|
9,570 |
|
|
Meza Meza Amancio Maximo |
|
310 |
|
|
Montes Gamarra Eustaquio |
|
206 |
|
|
Montes Tolentino Cléver |
|
156 |
|
|
Mosquera Ricaldi Victor |
|
175 |
|
|
Moya Orosco Hever |
|
2,509 |
|
|
Ninahuanca Sovero Pablo |
|
147 |
|
|
Ochoa Camayo Luis Carlos |
|
498 |
|
|
Osores Davila Alejandro |
|
632 |
|
|
Osores Vasquez Simon |
|
249 |
|
|
Palacios Lazaro Nicolas |
|
3,845 |
|
|
Paredes Figueroa Rusel |
|
381 |
|
|
Paucar Femandez Francisco |
|
334 |
|
|
Paucar Romero Albino |
|
294 |
|
|
Porras Vasquez Alejandro |
|
221 |
|
|
Posadas Ascona Nelson |
|
229 |
|
|
Quinto Tacza Dacio Eufracio |
|
335 |
|
|
Quispe Quispe Ramon |
|
13,032 |
|
|
Ramos Carhuapoma Eusebio |
|
1,051 |
|
|
Ramos Castro Venancio |
|
27,331 |
|
|
Ramos Huaman Virgilio |
|
3,108 |
|
|
Reyna Urbano Rolando Wilde |
|
572 |
|
|
Rivas Ventocilla Paulino |
|
9,337 |
|
|
Rivera Borja Teodosio |
|
6,459 |
|
|
Rivera Daviran Anastacio |
|
172 |
|
|
Rodriguez Baquerizo Frechle |
|
212 |
|
|
Rodriguez Chavez Nicasio |
|
12,158 |
|
|
Rodriguez Gaspar Gllcerio |
|
8,423 |
|
|
Rojas Chagua Teodoro |
|
11,190 |
|
|
Rojas Reyes Julian |
|
203 |
|
|
Rojas Rodriguez Seferino |
|
768 |
|
|
Rosales Borja Remigio Silvio |
|
328 |
|
|
Rosalio Janampa Elguera |
|
178 |
|
|
Saez Estrella Escolastico |
|
12,191 |
|
37
|
Salome Ponce Marcial |
|
23,829 |
|
|
Santivañez Huanuco Juan Celso |
|
228 |
|
|
Santos Tarazona Demetrio |
|
7,163 |
|
|
Sinche Garcia Guillermo |
|
10,048 |
|
|
Sindico Sosa Carlos Raul |
|
195 |
|
|
Solis Martinez Gemil |
|
380 |
|
|
Soto Caballero Andres |
|
11,687 |
|
|
Soto Collasos Isaac |
|
2,640 |
|
|
Sovero Llacza Amulfo |
|
7,260 |
|
|
Toribio Tolentlno Kiver Sarnuel |
|
278 |
|
|
Torres Chanca Modesto |
|
365 |
|
|
Torres Morales Ramon |
|
15,636 |
|
|
Torres Salinas Wildes Nilton |
|
282 |
|
|
Turin Quino Isaias Joel |
|
120 |
|
|
Vargas Taype Julio |
|
287 |
|
|
Ventocilla Condor Zenon |
|
172 |
|
|
Vilca Flores Ruben |
|
401 |
|
|
Vilca Qu fspe Sebastian |
|
9,246 |
|
|
Villalva Castillon Faustino |
|
6,918 |
|
|
Villanueva Tlcze Marcelo Victor |
|
684 |
|
|
Villar Limaymanta Hector |
|
702 |
|
|
Yaranga Verano Sabino |
|
13,996 |
|
|
Zacarias Flores Julio |
|
462 |
|
|
Mucha Villar, David Juan |
|
277 |
|
|
Total Former Workers |
|
496,324 |
|
|
TOTAL SEVERANCE PAY (CTS) |
|
3,073,669 |
|
3. Suppliers
|
|
|
US$ |
|
|
(illegible) IMPORT S A. |
|
15,395 |
|
|
(illegible)LLANTAS S.A.C. |
|
635 |
|
|
A.G.COMUNICACIONES S.A.C. |
|
252 |
|
|
ABASTECIMIENTO MINERO DEL PERU S.A.C. |
|
590 |
|
|
INTERNACIONAL S.A. |
|
11,900 |
|
|
ACTIVIDADES ELECTROMECANlCAS IND. S |
|
10,662 |
|
|
(illegible) EIRL |
|
1,127 |
|
|
(illegible)ACEROS Y DERIVADOS INDUST. S |
|
775 |
|
|
(illegible)FLORES JAVIER |
|
6,047 |
|
|
(illegible)MENDOZA SEGOVIA |
|
291 |
|
|
ALEX STEWART ASSAYERS DEL PERU S.R.L |
|
1,697 |
|
|
(illegible)BEARING S.A. |
|
100 |
|
|
(illegible)ED H. KNIGHT DEL PERU S.R.L. |
|
6,740 |
|
|
ALFRED H.KNIGHT INTERNACIONAL |
|
4,395 |
|
|
ALICOMSER S.R.L. |
|
1,030 |
|
|
(illegible)S.A. |
|
1,423 |
|
|
(illegible)GERANCE S.A. |
|
713 |
|
|
(illegible)AN TRADING S.A.C. |
|
477 |
|
38
|
(illegible)SERGER S.R.L. |
|
71 |
|
|
(illegible)METALEX S.A. |
|
5,084 |
|
|
(illegible)MIDES S.A. |
|
730 |
|
|
ARTICULOS INDUST.MULTIPLES S.R.L. |
|
5,697 |
|
|
ASESORES Y CONSULTORES MINEROS S.A. |
|
360 |
|
|
(illegible)DE CONS UMIDORES INTENSOS |
|
500 |
|
|
(illegible)TE MEDRANO SANTOS DAVID |
|
2,195 |
|
|
ASTETE RICALDI SEGUNDINO |
|
182 |
|
|
(illegible)B REPRESENTACIONES S.A. |
|
1,124 |
|
|
(illegible)RIAS VOLTA S.A. |
|
78 |
|
|
(illegible)INGENlEROS S.R.LTDA. |
|
838 |
|
|
(illegible)DO OUTSOURCING S.A.O |
|
190 |
|
|
(illegible)TES MALPICA INGENIEROS S.A.C. |
|
6,423 |
|
|
(illegible)ES MALPICA INGENIEROS SAC |
|
312 |
|
|
(illegible)T LONGYEAR S.A.0 |
|
470 |
|
|
BOLSA DE VALORES DE LIMA |
|
13,967 |
|
|
(illegible)A TRANSP.Y COMERCIALIZACIONES E.I.R. |
|
554 |
|
|
(illegible)INGENIEROS S.R.LTDA. |
|
12,943 |
|
|
(illegible)ANA VILLALBA MAXIMO (CARNICERIA MAX) |
|
861 |
|
|
CALDERON CARDENAS AUGUSTO |
|
414 |
|
|
(illegible)SAN PEDRO E.I.R.L. |
|
138 |
|
|
(illegible)CASAS RENTERIA |
|
165 |
|
|
(illegible)TECNICA SA. |
|
619 |
|
|
(illegible)ALI CLV S.A. |
|
1,845 |
|
|
(illegible)NTOS PACASMAYO S.A.A. |
|
20,773 |
|
|
(illegible)A. GENERAL DE COMUNICACIONES S.A.C. |
|
71 |
|
|
(illegible)HEMSUPPLY S.A.C. |
|
1,540 |
|
|
(illegible) IMANA INGENIEROS S.R.L. |
|
4,737 |
|
|
(illegible)E SEGURIDAD PROSEGUR S.A. |
|
3,498 |
|
|
(illegible)NERA LUREN S.A. |
|
8,359 |
|
|
(illegible)A.TECNICA COMERCIAL PERU S.A./COMTESA |
|
346 |
|
|
(illegible)A S.A.C./XXX.XXXXXX.XX RODAMIEN.Y AF |
|
804 |
|
|
(illegible)NIZ BENAVIDES S.A.C |
|
2,179 |
|
|
(illegible)SA CIA.DEINV.MIN.AGR.LURIN SA |
|
15,926 |
|
|
(illegible)MP BATTERIES LTD. |
|
6,673 |
|
|
(illegible)NERIA Y CONSTRUCCION S.A.C |
|
496 |
|
|
(illegible)VISA S.R.L. |
|
4,021 |
|
|
(illegible)COMERCIO Y DISTRIBUCION S. |
|
65 |
|
|
OMERC.Y DIST.SAN IGNACIO DE LOYOLA S.A. |
|
43 |
|
|
(illegible)RCIAL CORDOVA S.R.LTDA. |
|
5,693 |
|
|
(illegible)RCIAL LI S.A. |
|
11 |
|
|
(illegible)ACIAL Y REPRESENTACION AQUINO |
|
1,069 |
|
|
COMPAÑIA TECNICA DE REPRESENTACIONES S.A |
|
4,036 |
|
|
(illegible)TRUCClON MINERA INDUSTRIA-ABASTECIMI |
|
6,743 |
|
|
(illegible)TRUCClONES ELECTROM.IND.INGENIEROS 5 |
|
840 |
|
|
CONSUL.ASERORS Y SERV.LIMA S.R.LTDA |
|
69 |
|
|
CONSULTORIA A S.A.C. |
|
50,875 |
|
|
(illegible)ISULTORlA SERVICIO Y REPRESENTACIONES |
|
248 |
|
39
|
(illegible)ITR.CCACCYA Y GARCIA SER MULT S.R.L. |
|
10,602 |
|
|
CONTRATA MINERA LOS ANDES S.R.L |
|
6,567 |
|
|
CONTRATISTA ASOCIADO BUENA FORTUNA E.I.R |
|
3,983 |
|
|
CONTRATISTA MINERO INCHE E.I.R.L. |
|
2,515 |
|
|
CONTRATISTAS MINEROS TECM1N S.R.L. |
|
617 |
|
|
CONTROL AUTOMATICO DE MAQUINAS INGS.S.A. |
|
373 |
|
|
COOPERATIVA DE AHORRO Y CREDITO DE TRAB |
|
14,782 |
|
|
(illegible)PORAC SCORPION ING MIN Y CONSTR SAC |
|
1,391 |
|
|
CORPORACION DE RODAMIENTOS Y SERVIO S.A. |
|
116 |
|
|
CORTES BASTERES LIDIA R. |
|
6,233 |
|
|
(illegible)MSA-CONT. Y REP.ELECTROMECANICA |
|
1,315 |
|
|
(illegible)AS SOSA JUANA MAURA (TARMEÑITA) |
|
549 |
|
|
D Y E DESARROLLO Y ECOLOGIA S.A.C. |
|
36 |
|
|
D Y E DESARROLLO Y ECOLOGIA SAC |
|
437 |
|
|
(illegible)A KIT S.A. |
|
900 |
|
|
(illegible)ID VASOUEZ NARVAEZ |
|
51,933 |
|
|
DE LA CRUZ VASQUEZ OSWALDO |
|
2,202 |
|
|
DEDICACIA TRUJILLO DE CHAMORRO |
|
3,416 |
|
|
(illegible)OSITOS S.A. |
|
10,324 |
|
|
(illegible)OND CORPORACION S.A. |
|
5,000 |
|
|
DICOMET S.R.L-DISEÑO Y CONST.METAL |
|
200 |
|
|
DIESEL EL POWER S.A. |
|
327 |
|
|
(illegible)MICA INDUSTRIAL S.A. |
|
3,253 |
|
|
(illegible)RIBUIDORA SANTOS S.A. |
|
639 |
|
|
DROKASA PERU S.A. |
|
1,888 |
|
|
(illegible)NO NOBEL DEL PERU S.A. |
|
38,409 |
|
|
(illegible)ASOCIADOS S.A. |
|
557 |
|
|
(illegible)BERTA NOEMI CASAS INGA (NEG.B&V) |
|
509 |
|
|
EJECUTORES MINEROS & ASOCIADOS S.A. |
|
393 |
|
|
(illegible)PACIFICO PERUANO SUIZA CIA DE SEGUROS |
|
1,726 |
|
|
(illegible)GRE S.R.L. |
|
701 |
|
|
(illegible)SA S.A. |
|
2,218 |
|
|
ELECTRO CENTRO S.A. |
|
169,582 |
|
|
(illegible)TRO SERVICE REPARACIONES S.A.C. |
|
455 |
|
|
(illegible)TROCOM INGENIEROS S.A.C. |
|
1,666 |
|
|
(illegible)TROCOMERCIAL GAMARRA S.A |
|
61 |
|
|
ELECTROIMIM S.A. |
|
897 |
|
|
(illegible)CHUQUIPOMA VILCHEZ |
|
1,761 |
|
|
(illegible)SA |
|
1,156 |
|
|
XXX.XX XXXX.XX SOLDADURA Y MINERA SCRL |
|
773 |
|
|
EMP.NAC. DE FERROCARRILES S.A.-ENAFER |
|
9,703 |
|
|
(illegible)XXXXXX.XX CARGA MAMANI OLIVARES E.I. |
|
567 |
|
|
(illegible)TRANSPORTE CA’RHUALLANOUI HNOS S.A.C |
|
479 |
|
|
EMPESA DE TRANSPORTES PANORAMA S.R.L |
|
162 |
|
|
EMPRESA DE XXXXXXXX.XX ENERG.ELECT.DEL C |
|
118 |
|
|
EMPRESA DE TRANSP DE CARGA CHAMORRO SRL |
|
10,367 |
|
|
EMPRESA DE TRANSP. TURISMO EXPRESS COMITÉ 2 |
|
330 |
|
|
EMPRESA MINERA DEL CENTRO DEL PERU S.A. |
|
130,628 |
|
40
|
EMPRESA MINERA LOS QUENUALES S.A |
|
87,711 |
|
|
EMPRESA MINERA NATIVIDAD S.A. |
|
1,428 |
|
|
EMPRESA SAN PEDRO CONTRATISTAS GEN S.R.L |
|
5,849 |
|
|
EMPRESA TRACKLERA MINERA S.A.C. |
|
7,115 |
|
|
(illegible)ETEL RICALDI E.I.R.L. |
|
122 |
|
|
(illegible)GlA NEUMATICA COMERCIAL EIRL. |
|
353 |
|
|
(illegible)QUE SABOGAL Y CIA |
|
1,355 |
|
|
(illegible)RSA GLOBAL USA, INC. |
|
200 |
|
|
ESPINOZA ASOCIADOS S.A. ESPIASA |
|
378 |
|
|
ESPINOZA GARRETA RAMON A. |
|
102 |
|
|
ESPINOZA VALENZUELA JULIO T. |
|
791 |
|
|
ESQUIVEL MEJIA BASILIA MARCELINA (VENTA |
|
1,691 |
|
|
STUDIO CORTEZ Y MASSA S.C.R.LTDA |
|
5,330 |
|
|
STUDIO ECHEANDIA CHIAPPE ABOGADOS |
|
291 |
|
|
(illegible)- S.A. |
|
42,444 |
|
|
AMAINSA E.I.R.L. |
|
803 |
|
|
(illegible)SA EXPLOSIVOS S.A.C. |
|
9,114 |
|
|
(illegible)JECUTIVOS S.A.C. |
|
97 |
|
|
CQNSULASERORS Y SERV.LIMA S.R.LTDA |
|
69 |
|
|
FERRETERIA FIGALLO S.R.L. |
|
458 |
|
|
FERROXIGAS EIRL |
|
2,134 |
|
|
(illegible)A PERUANA S.A. |
|
405 |
|
|
(illegible)OS MARANGA S.A.G. |
|
109 |
|
|
FUNCION Y FORMA CONSTRUCTORA S.A.C. |
|
3,540 |
|
|
FUNDICION CENTRAL &A |
|
3,417 |
|
|
(illegible)ClON EL VENCEDOR S.A.(FUNVENSA) |
|
599 |
|
|
(illegible)ECH GROUP S.A.C. |
|
278 |
|
|
GALVAN PONCE GRACIELA |
|
31 |
|
|
(illegible)ON Y EJECUCION DE PROYECTOS AMBIENT |
|
1,474 |
|
|
(illegible)ORlO BENDEZU RODRIGO-CONTRATISTA |
|
312 |
|
|
GUILLERMO PANDURO SILVERIO PRAXAIR |
|
316 |
|
|
(illegible).M, REPRESENTACIONES E.I.R.L. |
|
447 |
|
|
(illegible) INTERCOM S.A. |
|
736 |
|
|
(illegible)AULlCA NEUMÁTICA INDUSTRIAL.S.A. |
|
342 |
|
|
(illegible)ANDAS S.A. |
|
9,227 |
|
|
IMPORTACIONES Y NEGOCIACIONES GRLS.S.A.I |
|
900 |
|
|
(illegible)RTADORA DE RODAMIENTOS S.A.(IMPOROD) |
|
233 |
|
|
(illegible)RTADORA SAN ALFONSO S.A.(ISASA) |
|
139 |
|
|
(illegible)NCISIO FLORES ANA MELVA |
|
889 |
|
|
(illegible)DECAUCHO S.A. |
|
1,302 |
|
|
(illegible) S.A. |
|
1,739 |
|
|
(illegible)STRIA METALICA W.E.T.S.A./IMWETS.A |
|
50 |
|
|
INDUSTRIAS ALBO S.A. |
|
519 |
|
|
INDUSTRIAS DEL CONGELADO S.A. |
|
3,000 |
|
|
(illegible)STRIAS J Y M SRLTDA |
|
582 |
|
|
(illegible)RUCA DE ESTRELLA FAUSTINA |
|
576 |
|
|
(illegible)NKALLANTAS S.A. |
|
226 |
|
|
(illegible)ECO INTERNACIONAL S.A. |
|
2,030 |
|
41
|
(illegible)VA ANDINA S.A.*ANTES ROCSA- |
|
3,772 |
|
|
(illegible)VIS |
|
34 |
|
|
(illegible)NSPECTORATE GRIFFITH LTD |
|
1,252 |
|
|
(illegible)ALAClONES Y SERVICIOS S.A. |
|
106 |
|
|
(illegible)TUTO DE INGENIEROS DE MINAS DEL PER |
|
480 |
|
|
(illegible)TUTO PERUANO DE ADMINISTRACION DE EM |
|
94 |
|
|
(illegible)NTER EMPRESAS S.A. |
|
1,745 |
|
|
(illegible)NACIONAL CAUCHO E.I.R.L. |
|
2,250 |
|
|
(illegible)SIONES PRODALSA S.A |
|
204 |
|
|
(illegible)SlONESQUlMICAS E.I.R.L. |
|
2,230 |
|
|
INVESTIGACIONES MINERAS METALURGICAS EIR |
|
3,321 |
|
|
(illegible)GENIEROS S.A.C. |
|
13,057 |
|
|
(illegible)ONlO VEGA ERAUSQUIN |
|
984 |
|
|
(illegible) INTERMEDIADORES |
|
108 |
|
|
(illegible)MENDOZA Y ASOCIADOS S.A. |
|
83 |
|
|
(illegible)ON DEL PERU S.A.C. |
|
2,117 |
|
|
(illegible)RADING S.A.C. |
|
587 |
|
|
JOSE ANTONIO INCISO FLORES |
|
1,140 |
|
|
JOSE V. MOLFINO S.A. AGENCIA DE ADUANA |
|
383 |
|
|
SEGUNDO ASTETE M.TRANSPORT1STA |
|
842 |
|
|
(illegible)EZ SERVICE E.I.R.L. |
|
562 |
|
|
(illegible)L INGENIEROS SRL. |
|
3,267 |
|
|
(illegible)INTERNATIONAL PERU S.A.C. |
|
50 |
|
|
(illegible)ONTRATISTAS GENERALES S.C.R.L. |
|
1,765 |
|
|
(illegible)SA DEL GRIFERO S.A. |
|
1,719 |
|
|
(illegible)A POCAR E.I.R.L. |
|
3,659 |
|
|
(illegible)A SEGUROS (SULAMERICA) 01.10.04 |
|
1,156 |
|
|
(illegible)OX S.A.C. |
|
888 |
|
|
(illegible) |
|
668 |
|
|
(illegible)IBRERIAYULY |
|
486 |
|
|
(illegible)NZO GOMEZ RICAPA |
|
889 |
|
|
(illegible)UGLIELMINO S.A. |
|
4,636 |
|
|
(illegible)SALAS S.A. |
|
373 |
|
|
(illegible)&M INGENIEROS CONTRATISTAS S.A.C |
|
939 |
|
|
(illegible)GROUP S.A.C. |
|
35 |
|
|
(illegible)OSEL PERU S.R.L. |
|
357 |
|
|
(illegible)ATRADE CORPORATION |
|
3,814 |
|
|
(illegible)ALAGA WEBB & ASOCIADOS S.R.L. |
|
5,950 |
|
|
(illegible)UPOMA ACHICHUAMANT1TO (MEINSA) |
|
945 |
|
|
(illegible)UPOMA ACHICHUAMANTITO(MEINSA COM.) |
|
900 |
|
|
(illegible)HURIS S.A. |
|
1,768 |
|
|
MANUFACTURAS INDUST.METAL MECANICA NAC.S |
|
533 |
|
|
(illegible)NSA S.R.LTDA |
|
522 |
|
|
(illegible)MORROS BARRET() MATILDE |
|
1,011 |
|
|
MC INGENIEROS EIRL |
|
1,350 |
|
|
MERCANTIL S.A. |
|
2,011 |
|
|
(illegible)EL TRADING S.A. |
|
548 |
|
|
(illegible)RA ALMAX S.A.C. |
|
117 |
|
42
|
MINERA CENTRO S.A.C. |
|
2,000 |
|
|
(illegible)ERA CODICIADA S.A. -MICSA |
|
826 |
|
|
(illegible)RA CRUZ AZUL CORPORATION S.A.C |
|
6,476 |
|
|
(illegible)S TOP SRL. |
|
1,136 |
|
|
MITSUI DEL PERU S.A. |
|
4,923 |
|
|
(illegible)ESTO RICALDI CASO |
|
180 |
|
|
(illegible)EXPORT S.A. |
|
579 |
|
|
(illegible)SERVICIOS EL ASESOR |
|
189 |
|
|
(illegible)YREL S.A./MATERIALES Y REPRESENT.ELECTR |
|
395 |
|
|
(illegible)CIAClONES CVQ |
|
969 |
|
|
(illegible)BUENA GUILLEN DAVID |
|
103 |
|
|
(illegible)MILL S.A.C. |
|
366 |
|
|
(illegible)EZ Y ASOCIADOS S.CIVIL |
|
1,100 |
|
|
(illegible) |
|
623 |
|
|
(illegible)SALUD S.A. |
|
389 |
|
|
(illegible)GESA ORGANIZACION-NEGOCIOS GRALES. S |
|
357 |
|
|
(illegible)ALQUIMlCA S.A. |
|
103 |
|
|
(illegible)SUS 2001 E.I.R.L. |
|
4,875 |
|
|
(illegible)EZ QUIROZ JORGE LUIS |
|
168 |
|
|
(illegible)ERNOS S.R.L. |
|
240 |
|
|
(illegible) VILCHEZ |
|
8,655 |
|
|
(illegible)RETANOS S.A. |
|
6,398 |
|
|
(illegible) S.A. |
|
287 |
|
|
PRODUCTOS CHILENOS DEL ACERO LTDA. |
|
3,761 |
|
|
PRODUCTOS DE ACERO CASSADO S.A. |
|
435 |
|
|
(illegible)EVISE SR LTDA |
|
6,954 |
|
|
(illegible)ECTOS Y FAB METAL MEC ELECT IND SRL |
|
969 |
|
|
(illegible)DEL PERU S.A. |
|
760 |
|
|
(illegible)INGENIEROS |
|
24 |
|
|
(illegible)HAYLA CARDENAS JORDY ANDRES |
|
29 |
|
|
(illegible)HUAYLA LOPEZ JUSTO |
|
607 |
|
|
QUIMICA ANGLO PERUANA S.A. |
|
1,186 |
|
|
(illegible)SUIZA S.A. |
|
372 |
|
|
(illegible)INGENIEROS EIRL |
|
1,123 |
|
|
(illegible)AL-I S.R.L. |
|
3,498 |
|
|
(illegible)ANSA COMERCIAL S.A. |
|
2,757 |
|
|
(illegible)NEG S.R.L |
|
177 |
|
|
(illegible)BRIMIENTOS Y MOLDEADOS S.R.L.(REMOL) |
|
4,220 |
|
|
(illegible)TCH S.R.L.TDA. |
|
664 |
|
|
(illegible)EPARACIáN EQUIPOS MINEROS S.A.C. |
|
179 |
|
|
(illegible)ESENTACIONES COPACABANA S.R.L. |
|
4,962 |
|
|
(illegible)ESENTACIONES GENERALES JOGUGISA |
|
2,973 |
|
|
(illegible)SOL COMERCIAL SAC |
|
312 |
|
|
(illegible)UESTOS RAMON S.A. |
|
89 |
|
|
(illegible)AS Y ADITIVOS S.A. |
|
202 |
|
|
(illegible)ES CORDOVA AUREO |
|
3,147 |
|
|
(illegible)INFESAS.R.L |
|
292 |
|
|
(illegible)CURA ELVA VlOLETA |
|
557 |
|
43
|
(illegible)MIENTOS DEL CENTRO S.A.C. |
|
3,644 |
|
|
(illegible)MENTOS DEL SUR S.R.LTDA. |
|
106 |
|
|
(illegible)ODAMIENTOS Y REPRESENTACIONES RODI |
|
2,587 |
|
|
(illegible)AMIENTOS Y REPUESTOS S.A.C-RODARESA |
|
6,401 |
|
|
(illegible)OROYA ,J.ALIAGA DE VARILLAS |
|
50 |
|
|
(illegible)X S.A. |
|
658 |
|
|
(illegible)EDECO COMERCIAL S.A.C. |
|
90 |
|
|
(illegible)ERM.ELECTROMECANICOS E.I.R.L. |
|
60 |
|
|
(illegible)OMIN S R LTDA |
|
4,897 |
|
|
(illegible)EMINT |
|
1,179 |
|
|
(illegible)ERlCOM E.I.R.L. |
|
4,921 |
|
|
(illegible)DE SEGURIDAD IND.Y MEDIO AMBIENTE E |
|
5,300 |
|
|
(illegible)XXXXX.XX INGEN.Y MEDIO AMB.S.R.L_,-S |
|
2,782 |
|
|
(illegible)SEHV.MlNEHOS Y COMERC.DEL PERU SRL–SERM |
|
390 |
|
|
SERV, TECNICOS MINEROS Y COMERCIALES S.A. |
|
424 |
|
|
(illegible)VICIO DE VIGILANCIA PRIVADA S.R.LTDA. |
|
6,246 |
|
|
(illegible)VICIOS XXX.XX JULIO M.ROMERO ESCOBAR |
|
437 |
|
|
SERVICIOS MECANICOS Y REPRESENT,TRACKLES |
|
2,236 |
|
|
SERVICIOS Y COMERCIO S.A. |
|
7,348 |
|
|
(illegible)VlClOS-IND. DE JULIO KROMERO ESCOBAR |
|
33 |
|
|
(illegible)VIMUL VADE E.E.R.LTDA. |
|
5,136 |
|
|
SETRANSCA S.A. |
|
7,144 |
|
|
(illegible)DEL PERU S.A.C. |
|
1,612 |
|
|
ERAL COMPAÑIA MINERA S.A.C |
|
722 |
|
|
RAMOS JUAN |
|
550 |
|
|
SOCIEDAD INDUSTRIAL SINTETICA SAC -SISSA |
|
6,292 |
|
|
(illegible)PEX S.A. -SOCIMPORTADORA Y EXPORTAD |
|
113 |
|
|
SA S.A. |
|
1,736 |
|
|
(illegible)DALA SKEGA S.A. |
|
1,296 |
|
|
T.J.CASTRO S.A.C. |
|
71 |
|
|
(illegible)NOFIL S.A |
|
3,369 |
|
|
(illegible)JEC S.A. |
|
566 |
|
|
TRANSPORTES LA ESPERANZA S.A. |
|
519 |
|
|
TRANSPORTES HURTADO ROSALES E.I.R.LTDA. |
|
1,573 |
|
|
TRANSPORTES JOMEV E.I.R.L. |
|
28 |
|
|
TRANSPORTES MANDUJANO S.R.LTDA. |
|
249 |
|
|
TRANSVER E.I.R.L. |
|
2,423 |
|
|
(illegible)UNELTE S.A. |
|
378 |
|
|
(illegible)TECNOLOGIA COMERCIAL S.A.C. |
|
258 |
|
|
(illegible)UARDIA EN LLANTAS S.A.C.(VAN LLANTAS |
|
30 |
|
|
VIJOSCHAM & CIA. S.A. |
|
128 |
|
|
(illegible)ADlMIR CUBA |
|
17,000 |
|
|
(illegible)M.CITSA-CORPORACION IND.TRANSME |
|
2,223 |
|
|
(illegible) REPRESENTACIONES S.A. |
|
6,545 |
|
|
(illegible)YALE AUSACO S.A. |
|
932 |
|
|
TOTAL SUPPLIERS |
|
1,231,319 |
|
44
3.2 ACCRUALS
SECURITY DEPOSITS
|
|
|
US$ |
|
SECURITY DEPOSITS |
|
|
|
SETRANSCA |
|
50,050 |
|
CONTRATISTA GENERAL DE MINAS S.R.L COGE |
|
29,22(illegible) |
|
SERVICIO DE VIGILANCIA PRIVADA S.R.L. LTDA. |
|
25,20(illegible) |
|
CY V INGENIEROS S.R.LTDA. |
|
15,56(illegible) |
|
ENRIQUEZ G.CONTRATISTAS MINEROS E.I.R.L. |
|
14,87(i1legible) |
|
CONTRATISTAS MINEROS HERMANOS ENRIQUEZ S |
|
13,52(illegible) |
|
J.A INGENIEROS S.A.C |
|
8,51(illegible) |
|
CODECEN S.R.L |
|
8,15(illegible) |
|
TRANSPORTES IVANA LOBATON |
|
6,63(illegible) |
|
CASABLANCA TRADING S.A. |
|
5,86(illegible) |
|
ETRASEMS HC E.IR.L. |
|
4,35(illegible) |
|
MINERA MILAGROS S.R.L. |
|
4,34(illegible) |
|
DE LA CRUZ VASQUEZ OSWALDO |
|
3,7(illegible) |
|
LA CONTRATISTAS GENERALES S.C.R.L. |
|
2,5(illegible) |
|
DESIDERIO BELTRAN LERMO |
|
2,4(illlegible) |
|
CONTRATA MINERA SAN PEDRO EIRL |
|
1.7(illegible) |
|
CONTR. TRAB. MINEROS Y CIV NACIONAL EIRL |
|
1,1(illegible) |
|
INGEN CONTRATISTAS GEN. FORTAL EIRL |
|
1,0(illegible) |
|
BENITO DE LA CRUZ WILFREDO |
|
(illegible) |
|
EMP. DE SERV. DE SOLDADURA Y MINERA SCRL |
|
(illegible) |
|
CODEMSA S.R.L |
|
(illegible) |
|
CHICMANA INGENIEROS S.R.L |
|
(illegible) |
|
CONTRATISTAS MINERO MAMANI E.R.L |
|
(illegible) |
|
MINERA CRUZ AZUL CORPORATION S.A.C. |
|
(illegible) |
|
SIDERAL COMPAÑIA MINERA S.A.C. |
|
(illegible) |
|
|
|
|
|
SERVICES SUBJECT TO LEGAL ACTION |
|
|
|
HERADIO ZEA |
|
(illegible) |
|
LUIS LLANOS |
|
(illegible) |
|
|
|
|
|
UNINVOICED SERVICES AND OTHER ACCRUALS |
|
|
|
SINDICATO TRABAJ MINEROS AUSTRIA DUVAZ |
|
290,(illegible) |
|
EMPRESA MINERA DEL CENTRO DEL PERU |
|
246,(illegible) |
|
PROVISION SUPPLIER INTEREST |
|
45,(illegible) |
|
NUÑEZ Y ASOCIADOS SOC. CIVIL |
|
11,(illegible) |
|
ELECTRO CENTRO S.A. |
|
8(illegible) |
|
TELEFONICA DEL PERU S.A.A. |
|
3(illegible) |
|
BOLSA DE VALORES LIMA (Lima Stock Exchange) |
|
3(illegible) |
|
MINERA CODICIADA S.A. MICSA AVILA DE BARRIENTOS PETRONILA |
|
(illegible) |
45
|
OUTSTANDING CHECKS |
|
|
|
|
MISCELLANEOUS-OUTSTANDING CHECKS BCO WIESE FOREIGN CURRENCY |
|
(illegible) |
|
|
MISCELLANEOUS -OUTSTANDING CHEKCS NBK BANK FOREIGN CURRENCY |
|
(illegible) |
|
|
MISCELLANEOUS -OUTSTANDING CHECKS NBK BANK LOCAL CURRENCY |
|
(illegible) |
|
|
TOTAL ACCRUALS |
|
82(illegible) |
|
3.3 Payroll payables
|
|
|
U$S |
|
|
|
|
|
|
|
SALARIES PAYABLE |
|
2,570 |
|
|
WORKERS-MINE -*SUBSIDIES 98 |
|
|
|
|
ACCRUED VACATIONS PAYABLE |
|
|
|
|
EMPLOYEES – LIMA |
|
19,892 |
|
|
EMPLOYEES – MINE |
|
11,847 |
|
|
PERMANENT WORKERS MINE |
|
84,389 |
|
|
CONTRACTED WORKERS MINE |
|
6,661 |
|
|
BONUSES PAYABLE |
|
|
|
|
BONUS FOR EMPLOYEES LIMA |
|
24,783 |
|
|
|
|
150,143 |
|
3.4 Others
|
Traders |
|
|
|
|
AIDA MENDOZA SEGOVIA |
|
3,521 |
|
|
VILMA GOMES CASAS |
|
3,300 |
|
|
YOLANDA MALPARTIDA |
|
2,057 |
|
|
DOGALDO LIMAYMANTA |
|
741 |
|
|
EVER C. PACHECO ÑAUPARI(MESH HALL 3) |
|
558 |
|
|
MEAT MARKET 2 RODRIGUEZ DE MAYTA MAR |
|
321 |
|
|
GUTIERREZ MANUEL – MESH HALL |
|
297 |
|
|
MESH HALL 2 PACHECO ROJAS EDUARDO |
|
33 |
|
|
|
|
|
|
|
Court-Ordered Deposit Former Workers |
|
|
|
|
MOYA OROSCO HEVER |
|
5,404 |
|
|
FORTUNA LEVITA GUILLEN |
|
4,149 |
|
|
RAMOS CARHUAPOMA EUSEBIO |
|
3,609 |
|
|
AVILA INGA LUIS |
|
79 |
|
|
|
|
|
|
|
Security Deposit |
|
|
|
|
ENRIQUEZ G. CONTRATISTAS MINEROS E.I.R.L |
|
14,720 |
|
|
CONDEMIN EIRL |
|
13,470 |
|
46
|
|
|
||
|
CODEMSA S.R.L. |
|
2,303 |
|
|
MINERA CRUZ AZUL CORPORATION S.A.C. |
|
1,776 |
|
|
CONTRATA MINERA SAN PEDRO EIRL |
|
1,501 |
|
|
J Y F CONTRATISTAS GENERALES S.A. |
|
1,498 |
|
|
MINERA MILAGROS S.R.L. |
|
1,097 |
|
|
MADEMEIN S.R.L M. ALVAREZ. |
|
740 |
|
|
DESIDERIO BELTRAN LERMO |
|
379 |
|
|
CONTRATISTAS MINEROS TECMIN S.R.L. |
|
348 |
|
|
CONTRATISTA MINERO INCHE |
|
269 |
|
|
J.A. INGENIEROS S.A.C. |
|
253 |
|
|
SERVICIOS MULTIPLES BERNA S.A.(SERMUBE) |
|
252 |
|
|
CTTA. BENDEZU |
|
220 |
|
|
CONTR.CCAYA GARCIA SER MULT S.R.L |
|
204 |
|
|
SEGUNDINO ASTETE RICALDI TRANSPORT |
|
111 |
|
|
JOSE HUAPAYA HUAPAYA CONTRATISTA |
|
91 |
|
|
JUAN SEGUNDO ASTETE M. TRANSPORTIST |
|
21 |
|
|
|
|
|
|
|
Miscellaneous Obligations |
|
|
|
|
MINISTRY OF ENERGY AND MINES |
|
169,267 |
|
|
CONASEV |
|
3,206 |
|
|
|
|
|
|
|
Compensation for former workers |
|
|
|
|
RODRIGUEZ CASACHAGUA EDGARDO |
|
98,225 |
|
|
SOTO COLLASOS ISAAC |
|
90,246 |
|
|
RAMOS HUAMAN VIRGILIO |
|
20,402 |
|
|
ANTONIO ASTO AURELIANO |
|
14,573 |
|
|
RAMOS CASTRO VENANCIO |
|
14,573 |
|
|
PANEZ POMACHAGUA FORTUNATO |
|
14,573 |
|
|
|
|
499,911 |
|
TAX Liabilities
|
|
|
US$ |
|
|
Tax instalment payment (RESIT) |
|
2,369,564 |
|
|
(illegible)lnstalment payment under Article 36 |
|
|
|
|
(illegible)TaxCode |
|
291,686 |
|
|
Supplementary worker’s insurance |
|
173,452 |
|
|
Royalties |
|
146,405 |
|
|
(illegible)Funds (AFP) |
|
172,848 |
|
|
|
|
3,153,955 |
|
47
5. THIRD-party debts
|
(illegible)tina D’Ornellas |
|
215,299 |
|
|
Rodriguez –Mariategui Canny |
|
211,266 |
|
|
Reynaldo Llosa Benavides |
|
163,060 |
|
|
Miscellaneous |
|
32,318 |
|
|
|
|
621,943 |
|
|
|
|
|
|
|
Other debts |
|
|
|
|
|
|
|
|
|
FATHER |
|
750,000 |
|
|
|
|
750,000 |
|
48
DEBTS LISTED IN EXHIBIT F AND PAID BY DUVAZ AS OF JULY 31, 2006
|
|
|
|
|
US$ |
|
|
1 |
|
Financial debts |
|
22,480 |
|
|
2 |
|
CTS |
|
154,227 |
|
|
3 |
|
Trade accounts payable |
|
|
|
|
|
|
3.1 Suppliers |
|
121,984 |
|
|
|
|
3.2 Accruals |
|
206,664 |
|
|
|
|
3.3 Payroll payables |
|
— |
|
|
|
|
3.4 Others |
|
27,736 |
|
|
|
|
|
|
356,084 |
|
|
4 |
|
Tax liabilities |
|
195,861 |
|
|
5 |
|
Third-party debts |
|
36,153 |
|
|
6 |
|
Other debts |
|
|
|
|
|
|
Total |
|
764,805 |
|
49
1. Financial Debts
|
COFIDE 1 |
|
— |
|
|
COFIDE 2 |
|
— |
|
|
COFIDE 3 |
|
22,480 |
|
|
COFIDE 4 |
|
— |
|
|
|
|
22,480 |
|
50
2. CTS
|
Employees Lima |
|
|
|
|
Armuto Huahuarnuilo Catalina |
|
|
|
|
Benitas Vasquez Emma Patricia |
|
|
|
|
Bravo Sandoval Rocio |
|
|
|
|
Bruno Ibarra Pedro Amadeo |
|
|
|
|
Cardenas Castillo Samuel |
|
665 |
|
|
Chavez Mauricio Amanda Casilda |
|
|
|
|
Enriquez Florian Marco |
|
|
|
|
Espejo Jimenez Armando |
|
29,286 |
|
|
Espinal Huamani Amador |
|
|
|
|
Flores Parian Gladis |
|
|
|
|
Fuerte Briceño Carlos Alfonso |
|
|
|
|
Gudie! Ramirez Kenlye |
|
|
|
|
Leiva Paredes Alex |
|
|
|
|
Liando Gutierrez Samuel |
|
|
|
|
Mayta Fabian Romulo |
|
|
|
|
Medina Salas Severo Jorge |
|
|
|
|
Mendoza Contreras Carlos |
|
|
|
|
Mimbela Camero Pablo |
|
|
|
|
Moreno Moreno Irma |
|
|
|
|
Muñoz Carrasco Jaime |
|
|
|
|
Narnot Castillo Luciano |
|
|
|
|
Neyra Valverde Juan |
|
|
|
|
Olazabal Tellez Rafael |
|
231 |
|
|
Ortiz Camarena Saturnino |
|
|
|
|
Oswaldo Quispe Rua |
|
|
|
|
Paz Manrique Nelida |
|
|
|
|
Perez Enriquez Edward Wilfredo |
|
|
|
|
Pilco Galoc Ramiro |
|
|
|
|
Puclias Barreto Rosa Luz |
|
|
|
|
Ramirez Florando Raymundo |
|
1,440 |
|
|
Rebata Davalos Maria |
|
|
|
|
Santillan Castro Elita Luz |
|
|
|
|
Serrano Rodriguez oelfin Jesus |
|
|
|
|
Silva Paiva Carlos Alberto |
|
|
|
|
Soto Malpica Walter |
|
|
|
|
Vela= Matos Ivan |
|
|
|
51
|
VillaIzan Palomino Aracely |
|
|
|
|
Vlzcarra Fernandez Victor |
|
|
|
|
Zamudio Gutierrez Pedro |
|
|
|
|
Zevallos Rupay Beatriz |
|
|
|
|
Total Employees |
|
31,624 |
|
|
|
|
|
|
|
|
|
|
|
|
Workers |
|
|
|
|
Aguilar Quispe |
|
|
|
|
Aguilar Turpo |
|
|
|
|
Alanya Asto, Custodio |
|
|
|
|
Alanya Asto, Eloy Belealdo |
|
|
|
|
Alcantara Chuquillanqui, Moises |
|
|
|
|
Alderete Condor Eloy |
|
|
|
|
Alderete Espinara, Jasa Pele |
|
|
|
|
Alfonso Bendezu, Basifio |
|
|
|
|
Alfonso Garcia, Bernardino |
|
3 825 |
|
|
Aliaga Huaman, Humberto |
|
|
|
|
Aliaga Huaynalaya, Domingo |
|
3455 |
|
|
Antonio Alanya, Macaria |
|
6 169 |
|
|
AntonioHuarcaya, Gregorio |
|
4 195 |
|
|
Arias Antara, Edillo |
|
|
|
|
Arisaca Quispe, Félix |
|
|
|
|
Artica Calero, Edy Luis |
|
|
|
|
Arzapalo Ore, Daniel |
|
319 |
|
|
Asta Duran, Guillermo |
|
3 455 |
|
|
Asto Mendoza, Justadio |
|
|
|
|
Atachahua Ursua, Elvis Antonio |
|
|
|
|
Baldoceda Ubaldo, Cesar Juan |
|
1 004 |
|
|
Baldoceda Ubaldo, Miguel Angel |
|
|
|
|
Barja Laureano, Ismael |
|
738 |
|
|
Barja Ponce, Eleazar |
|
|
|
|
Barja Ponce, Hilder |
|
|
|
|
Barzola Oropesa, Filologo |
|
|
|
|
Batalla Castillo, Luis Alberto |
|
|
|
|
Bazan Rodriguez, Wiliam |
|
502 |
|
|
Bello Ayllon, Rufilio |
|
|
|
|
Benancio Santos, Dionicio |
|
590 |
|
|
Berrospi Hurtado |
|
|
|
|
Blas Velasquez |
|
|
|
|
Bonifacio Cerron, Modesto |
|
3,392 |
|
|
Bravo Evangelista, Nemesio |
|
|
|
52
|
Cahuapaza Flores, Nicolas |
|
3825 |
|
|
Cajahuanca Rupay, Marcial Juan |
|
353 |
|
|
Calcina Pacha, Epifanio Pelayo |
|
494 |
|
|
Calixto Santos, Santiago |
|
|
|
|
Canales Quispe, Teodoro |
|
602 |
|
|
Cancapa Llulcho, William Godofredo |
|
641 |
|
|
Canchaya Baldeon |
|
|
|
|
Cardenas Huaynate Roberto |
|
|
|
|
Cardenas Quintana, Weber |
|
|
|
|
Carhuaricra Llanos, Félix |
|
|
|
|
Carhuaricra Quispe, Ramon |
|
|
|
|
Carlos Reyna. Antioco |
|
|
|
|
Casas Davila, Máximo |
|
|
|
|
Casas Espinoza, Leoncio Elias |
|
|
|
|
Castañeda Melendez, Edgar Aquiles |
|
|
|
|
Castro Chulan, Hugo |
|
|
|
|
Ccente Acuña, Rigoberto |
|
|
|
|
Ccente Garcia,Fortunato |
|
|
|
|
Chamorro Mosquera,Fernando |
|
|
|
|
Champi Huampa, Juan Jose |
|
613 |
|
|
Chavez Cardoso, Pablo Jacinto |
|
|
|
|
Coronel Juarez, Carlos Antonio |
|
|
|
|
Cosi Ventura, Zenon |
|
|
|
|
Crispan Sedano, Juan Alejandro |
|
|
|
|
Cuadrado De La Cruz, Jacinto |
|
|
|
|
Cuicapuza Nahuinripa, Carlos |
|
422 |
|
|
Damian De La Cruz, Mesias |
|
|
|
|
Davila Basurto,Severo |
|
|
|
|
Davila Gomez, Hever Sabe |
|
|
|
|
Davila Huaman, Plinio |
|
|
|
|
Davila Quinto, Cesar Francisco |
|
|
|
|
De La Cruz Palacios, Hever |
|
4,226 |
|
|
De La Cruz Quispe, Juan |
|
|
|
|
Delgadillo Cajahuanca, Mario |
|
|
|
|
Enrique Perez, Cirilo |
|
3,577 |
|
|
Espinoza Bendezu, Aurelio |
|
|
|
|
Espinoza De La Cruz, Vicente |
|
4226 |
|
|
Espinoza Soto, Miro |
|
|
|
|
Esquivel Villavicencios, Felix |
|
|
|
|
Esteban Yngaruca, Florentino |
|
|
|
|
Evazeto Condor, Rodolfo |
|
|
|
|
Fabian Ninahuanca,Andres |
|
|
|
|
Flores Rojas,Luis |
|
|
|
|
Fura Chura, Juan Carios |
|
757 |
|
|
Gago Pariona, Percy |
|
|
|
|
Gallardo Limaylla, Wile Hector |
|
|
|
|
Gallardo Mayta , Junior Michel |
|
314 |
|
53
|
Garcia Pariona, Saturnino |
|
|
|
|
Gaspar Chavez, Baloy |
|
|
|
|
Gaspar Ponce, Segundo |
|
|
|
|
Gonzales Benito, Reymundo |
|
|
|
|
Gonzales Garcia, Luis |
|
|
|
|
Gonzales Valer, Jose |
|
|
|
|
Huahuacondori Lampa, Laureano |
|
|
|
|
Huaman Cajahuanca, David Jesus |
|
|
|
|
Huaman Coca,Severo |
|
|
|
|
Huaman Vargas, Ronald Nery |
|
414 |
|
|
Huaman Vilchez, Florentino |
|
|
|
|
Huamani Rodrigo, Fredy Ange |
|
|
|
|
Huamani Tunear, Crispin |
|
|
|
|
Huaricapcha Cristobal, Teodoro |
|
|
|
|
Huayta Gaspar, Pedro |
|
|
|
|
Huayta Meza, Eddy Roger |
|
1.486 |
|
|
Huerta Cierto, Cesar |
|
970 |
|
|
Huerta Cierto, Pablo Isaac |
|
305 |
|
|
Huerta Cierto, Teodosio |
|
4,226 |
|
|
Inga Orosco, Ever |
|
6,169 |
|
|
Inga Santos. Fabian |
|
|
|
|
ingaruca Rojas, Marciano |
|
|
|
|
ngaruca Rojas, Marciano Izarra |
|
|
|
|
Izquierdo Leen, Bartolomé |
|
|
|
|
Izqulerdo Lean, Jesús |
|
|
|
|
Javier Yalico, Serapio |
|
|
|
|
Lanço Soto Prospero |
|
|
|
|
Laura Lampa. Alejandro |
|
|
|
|
Laura Muñoz, Victor |
|
566 |
|
|
Leon Astuvilca, Jaime |
|
|
|
|
Leon Chuquilianqui, Esteban |
|
|
|
|
Leon Jurado. Edwin Roberto |
|
|
|
|
Leonardo Machaca, Simón |
|
|
|
|
Llanca Pacheco, Edson Percy |
|
1,396 |
|
|
Lopez Coser, Tebaldo Albino |
|
3,825 |
|
|
Machacuay Chuco,Cornelio |
|
|
|
|
Machacuay Ponce, Alejandro |
|
|
|
|
Mallma Briceño, Jose |
|
|
|
|
Mallma Morales, Rodolfo Heve |
|
|
|
|
Malpica Cuadros,Jesus |
|
|
|
|
Manrique Pinas, Cesar Jose |
|
|
|
|
Marcelo Toribio, Adolfo |
|
3,207 |
|
|
Martinez Garay, Jesús Marcelino |
|
|
|
|
Meza Cabanillas, David Aurelio |
|
|
|
|
Meza Chuco, Feliciano |
|
|
|
|
Meza Pomalaza, WiIfredo Carlos |
|
|
|
|
Millan Figueroa,Elmer |
|
|
|
|
Montero Artica, Rodolfo Hilario |
|
|
|
54
|
Mucha Aliaga, Gregorio |
|
|
|
|
Mucha Carhuancho, Marcelo |
|
|
|
|
Mucha Gomez, Luis Alex |
|
|
|
|
Muña Canapa, Remigi |
|
|
|
|
Nieva Navarro, Jaime |
|
|
|
|
Ordoñez Gangali, José |
|
|
|
|
Orellana Mendoza, Carlos |
|
|
|
|
Orosco Yantas, Sebastian |
|
|
|
|
Ortiz Rodriguez, Jose Luis |
|
|
|
|
Osores Davila,Fericiano |
|
|
|
|
Osores Gomez, Idelfonso Raúl |
|
|
|
|
Pablo Luis, Moisés |
|
|
|
|
Paez Manrique, Teodosio |
|
|
|
|
Panez Condor, Hugo Oscar |
|
|
|
|
Papulco Salame, Hercilio |
|
4665 |
|
|
Pardo Basillo, Nestor |
|
620 |
|
|
Pariona Acuña, Homogenes |
|
|
|
|
Pariona Hinostroza, Freddy |
|
|
|
|
Pariona Montes, Gregorio |
|
|
|
|
Pariona Sachahuaman, Juan Edson Roger |
|
644 |
|
|
Pariona Torres, Leandro |
|
|
|
|
Peña Reyes, Valerio |
|
|
|
|
Perez Barrera, Patricio |
|
|
|
|
Perez Rojas, Jorge Luis |
|
576 |
|
|
Poma Cajahuanca, Pedro Pablo |
|
735 |
|
|
Poma Santiago, Ernesto Ricardo |
|
774 |
|
|
Pomahuali Mangualaya, Jose Antonio |
|
765 |
|
|
Pomasunco Arzapaloi, Oscar |
|
|
|
|
Ponce Gaspar, Eleodoro |
|
|
|
|
Ponce Herquinio, Rolando |
|
|
|
|
Quincho Burgos, Juliom Faustino |
|
|
|
|
Quinto Toralva, Jesus Benedicto |
|
|
|
|
Quinto Trinidad, Josué Abel |
|
|
|
|
Quispe Cardenas, León |
|
4195 |
|
|
Quispe Clemente, Felipe |
|
|
|
|
Quispe Clemente, Paulino |
|
3577 |
|
|
Quispe Huarcaya, Libito |
|
3825 |
|
|
Quispe Maldonado, Asisclo |
|
|
|
|
Quispe Moran, Mauro |
|
|
|
|
Quispe Parlsaca, Fabian |
|
6539 |
|
|
Ramirez Flores, Edgar |
|
|
|
|
Ramos Huaman, Sixto |
|
|
|
|
Raymundo Canchuricra, Francisco |
|
|
|
|
Reina Carlos, Saul Ames |
|
|
|
|
Reina Terreros, Rolando Ulisis |
|
|
|
|
Reyes Jimenes, Eugenio |
|
1543 |
|
|
Rimari Condor, Cesar |
|
380 |
|
|
Rodriguez Cesar, Eleodoro Ludilto |
|
390 |
|
55
|
Rodriguez Machuca, Aurelio Martin |
|
897 |
|
|
ROJAS FLORES, Félix |
|
|
|
|
Rojas Huamani, Jose |
|
181 |
|
|
Rojas Mauricio, Longino |
|
|
|
|
Rojas Quispe, Rodolfo |
|
|
|
|
Rojas Quispe, Segundino |
|
462 |
|
|
Rojas Rivas, Alfredo |
|
3825 |
|
|
Rojas Rivera, Samuel |
|
|
|
|
Rojas Sanchez, Mateo |
|
|
|
|
Romero Hurtado, Luis Antonio |
|
|
|
|
Romero Rivas, Rodolfo |
|
|
|
|
Romero Torres, Esteban |
|
588 |
|
|
Salcedo Chahua, Herminio |
|
1250 |
|
|
Samaniego Solorzano, Rolando |
|
|
|
|
Sanchez Sorja, Siiverio |
|
|
|
|
Sanchez Del Cuadro, Fidenclo |
|
|
|
|
Sancho Zavala, Hipólito |
|
|
|
|
Santivañez Huanuco. José |
|
|
|
|
Santos Nieto, Rufina |
|
|
|
|
Santos Tarazona, Edmundo |
|
|
|
|
Sinche Gomez, Demetrio |
|
|
|
|
Talpe Pariona, Eloy |
|
|
|
|
Ticse Reyna, Pedro |
|
|
|
|
Tito Crispin, Villareal Marino |
|
563 |
|
|
Tolentino Orosco, Gabriel |
|
4035 |
|
|
Toribio Taloa, Francisco |
|
|
|
|
Torres Castro, Juan Ricardo |
|
4613 |
|
|
Torres Morales, Ramon |
|
|
|
|
Torres Rosales, Anibal Eloy |
|
|
|
|
Turpo Condori, Abrahan Moises |
|
|
|
|
Urbina Ramos, Demetrio |
|
|
|
|
Ureta Gamarra, Juan |
|
3825 |
|
|
Valentin Cuba, Pedro Leon |
|
1380 |
|
|
Valentin Villanueva, Rosendo |
|
|
|
|
Valentino Valer, Cesar Daniel |
|
368 |
|
|
Vargas Gonzales, Manuel |
|
|
|
|
Vasquez Coca, Mauro Pablo |
|
|
|
|
Vasquez Maravi, César Oscar |
|
|
|
|
Velasquez Mayta, Norberto |
|
|
|
|
Vila Espinoza, Joel Jans |
|
671 |
|
|
Vilca Flores, Ruben |
|
|
|
|
Vilca Puma, Amaldo |
|
|
|
|
Yantas Orosco, Alberto |
|
|
|
|
yaro Hlnostroza, Carlos |
|
|
|
|
Yauri Morales, Tito |
|
|
|
|
Yupanqui Barrios, Aldo Abel |
|
911 |
|
|
Yupanqui Gaya, Rubén Jorge |
|
|
|
|
Yupanqui Ñaupari, Paúl |
|
|
|
56
|
Zacarias Chavez, Aquiles |
|
|
|
|
Zamudio Meza, Lucio Alexander |
|
365 |
|
|
Zevallos Rupay, Adelfo |
|
|
|
|
Total Workers |
|
122,603 |
|
|
|
|
|
|
|
|
|
|
|
|
Former Employees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Galiano Laimito Felix Augusto |
|
|
|
|
Rodriguez Marlategui ProayO Jaime |
|
|
|
|
Flores Dietz Jorge Victor |
|
|
|
|
Ramos Moreno Femado Cesar |
|
|
|
|
Carranza Paredes Ana Maria |
|
|
|
|
Barria Fuentes Luis Ásale |
|
|
|
|
Lam Bohorquez, Lilia Carmen |
|
|
|
|
Glave Revilla Walter Mario |
|
|
|
|
Rodriguez Mariategui Blume Juan Pedro |
|
|
|
|
Zegarra Rlos Alejandro |
|
|
|
|
Rodriguez Mariategui Blume Jaime |
|
|
|
|
Ampuero Recabarren Guillermo Robert |
|
|
|
|
Apaza Sucari Julio Cesar |
|
|
|
|
Avila Inga Luis Tito |
|
|
|
|
Calixto Mauricio Ruben |
|
|
|
|
Castillo Huaman Herckener |
|
|
|
|
Cayo Condori Pedro |
|
|
|
|
Chicata Flores Veronica Elizabeth |
|
|
|
|
Contreras Turin Jesus Efrain |
|
|
|
|
Egoavil Albinagorta Urbano Teodoro |
|
|
|
|
Escobar Bocangel Herbert |
|
|
|
|
Gaona Puertas Heman |
|
|
|
|
Gomez Huaynates Francisco |
|
|
|
|
Gutarra Canchaya Maribe |
|
|
|
|
Heraclio F Chumpitaz Saldana |
|
|
|
|
Herrera Durand Carlos Roberto |
|
|
|
|
Leonardo Delzo Jorge Alberto |
|
|
|
|
Loayza Egoavil Maria Elena |
|
|
|
|
Martinez Chavea Lazaro |
|
|
|
|
Martinez Lopez Luis |
|
|
|
|
Moreno Moreno Yrma Yolanda |
|
|
|
|
Nieves Rosales Maximo Oswaldo |
|
|
|
|
Ninalaya Meza Raul Ignacio |
|
|
|
|
Olazabal Trelies Froilan |
|
|
|
|
Ortiz Camarena Saturnino |
|
|
|
|
Rondan Mena Marcos Esteban |
|
|
|
|
Ruiz Soldevilla Edgar |
|
|
|
57
|
Soto Malpica Walter Alberto |
|
|
|
|
Trinidad Bonifacio Dario Cripin |
|
|
|
|
Valderrama Saavedra Virgilio |
|
|
|
|
Valentin Villanueva Severo |
|
|
|
|
Valle Melendez Anibal |
|
|
|
|
Velarde Chávez José Manuel |
|
|
|
|
Vivas Curi Benjamin |
|
|
|
|
Vizcarra Fernandez Victor Teodoro |
|
|
|
|
Total Former Employees |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
Former Workers |
|
|
|
|
|
|
|
|
|
Aburto Aburto Jose Natividad |
|
|
|
|
Alanya Gonzales Nemesio |
|
|
|
|
Allaga HUaynalaya Regulo |
|
|
|
|
Anco Condor Alejandro |
|
|
|
|
Anco Condor Pantaleón |
|
|
|
|
Antonio Asto Aureliano |
|
|
|
|
Apolinario Nuñez Santos |
|
|
|
|
Arana Cahuana Leoncino |
|
|
|
|
Aslo Antonio Alejandro |
|
|
|
|
Atachahua Ascansa Manuel |
|
|
|
|
Barja Salome Facundo |
|
|
|
|
Barzola Perez Romulo |
|
|
|
|
Barzola Zapata Gregorio |
|
|
|
|
Benancio Jalmes Timoteo Simeon |
|
|
|
|
Bernachea Hilario Justo |
|
|
|
|
Blas HUanca Hectos |
|
|
|
|
Blas Mercato Jose |
|
|
|
|
Bonifacio De la Cruz Godofredo |
|
|
|
|
Bravo Andrade Gregório |
|
|
|
|
Bruno Ibarra Willian |
|
|
|
|
Camayo Lapa Eulálio |
|
|
|
|
Campos Aliaga Eusébio |
|
|
|
|
Camposano Gómez Arturo César |
|
|
|
|
Capcha Puris Esteban |
|
|
|
|
Carhuaz Casas Raul |
|
|
|
|
Caro Salazar Denis |
|
|
|
|
CAtro Aguilar Hugo |
|
|
|
|
Ocancce Moscoso Jesus Elias |
|
|
|
|
Celestino Huaman Fausto |
|
|
|
|
Cerron Leon Hipólito |
|
|
|
|
Cerron Palácios Vides |
|
|
|
|
Chuquivilca Jimenez Guzman |
|
|
|
|
Coila Melendez Afrain |
|
|
|
|
Condor Gaspar Fidel |
|
|
|
58
|
Condori Jacho Benigno |
|
|
|
|
Cotera Casas Ruben |
|
|
|
|
Cuadrado Manrique Leo Toni |
|
|
|
|
Damian De La Cruz David |
|
|
|
|
Danilo Llares Baquerizo |
|
|
|
|
Davila Quispe Mamerto |
|
|
|
|
De la Cruz Gomez Raul |
|
|
|
|
Echevarria Castro Elvert Ciro |
|
|
|
|
Eden Laura Torpoco |
|
|
|
|
Escalera Huaringa Felidonio G. |
|
|
|
|
Garcia Balvon Lucio Aureo |
|
|
|
|
Garcia Sinche Efrain |
|
|
|
|
Gaspar Paez Valeriano |
|
|
|
|
Gonzales De La Cruz Juan Carlos |
|
|
|
|
Gonzales Hinostroza Epifanio Donato |
|
|
|
|
Gonzales Hinostroza Maximo Alfredo |
|
|
|
|
Hinostroza Avellaneda Cléber Hector |
|
|
|
|
Huaman Orue Cipriano |
|
|
|
|
Huaman Romero Damaso |
|
|
|
|
Huarcaya Romero Gerardo |
|
|
|
|
Huanuco Inga Waldimmer H . |
|
|
|
|
Huerta Aquino Leandro |
|
|
|
|
Huerta Nolasco Isidro |
|
|
|
|
Idelfonso Chamorro Felix |
|
|
|
|
Inche Poma Julian |
|
|
|
|
Leon Molina Fredy Miquear |
|
|
|
|
Llamota Terraza Julian Toribto |
|
|
|
|
Lopez Vilca Emiliano |
|
|
|
|
Mamani Atahuana Esteban |
|
|
|
|
Manrique Rodriguez Edilberto |
|
|
|
|
Manuel JUradon Reginaldo |
|
|
|
|
Marcos Espinoza NAhon |
|
|
|
|
Melgarejo Cierto Fredy Eleuterio |
|
|
|
|
Mendoza Quispe Pedro |
|
|
|
|
Meza Meza Amancio Maximo |
|
|
|
|
Montes Gamarra Eustaquio |
|
|
|
|
Montes Tolentino Cléber |
|
|
|
|
Mosquera Ricaldi Victor |
|
|
|
|
Moya Orozco Hever |
|
|
|
|
Ninahuanca Sovero Pablo |
|
|
|
|
Ochoa Tamayo Luis Carlos |
|
|
|
|
Osores Davila Alejandro |
|
|
|
|
Osores Vasquez Simon |
|
|
|
|
Palacios Lazaro Nicolas |
|
|
|
|
Paredes Figueroa Rusel |
|
|
|
|
Paucar fernadez Francisco |
|
|
|
|
Paucar Romero Albino |
|
|
|
|
Porras Vasquez Alejandro |
|
|
|
59
|
Posadas Ascona Nelson |
|
|
|
|
Quinto Tacza Dacio Eufracio |
|
|
|
|
Quispe Quispe Ramon |
|
|
|
|
Ramos Carhuapoma Eusébio |
|
|
|
|
Ramos castro VENÁNCIO |
|
|
|
|
Ramos Huaman Virgilio |
|
|
|
|
Reyna Urbano Rolando Wilde |
|
|
|
|
Rivas Ventocilla Paulino |
|
|
|
|
Rivera Borja Teodosio |
|
|
|
|
Rivera Davirian Anastácio |
|
|
|
|
Rodriguez Baquerizo Frechle |
|
|
|
|
Rodriguez Chavez Nlcasio |
|
|
|
|
Rodriguez Gaspar Glicério |
|
|
|
|
Rojas Chagua Teodoro |
|
|
|
|
Rojas Reyes Julian |
|
|
|
|
Rojas Rodriguez Seferino |
|
|
|
|
Rosales Borja Remigio Silvio |
|
|
|
|
Rosalio Janampa Elguera |
|
|
|
|
Saez estrella Escolástico |
|
|
|
|
Salome Ponce Marcial |
|
|
|
|
Santivañez Huanuco Juan Celso |
|
|
|
|
Santos Tarazona Demetrio |
|
|
|
|
Sinche Garcia Guillermo |
|
|
|
|
Sindico sosa Carlos Raul |
|
|
|
|
Solis Martinez gemil |
|
|
|
|
Soto Caballero Andrés |
|
|
|
|
Soto Collasos Isaac |
|
|
|
|
Sovero Llacsa Arnulfo |
|
|
|
|
Toribio Tolentino Kiver Samuel |
|
|
|
|
Torres Chanca Modesto |
|
|
|
|
Torres Morales Ramon |
|
|
|
|
Toprres Salinas Wildes Nilton |
|
|
|
|
Turin Quino Isaias Joel |
|
|
|
|
Vargas Taype Julio |
|
|
|
|
Ventocilla Condor Zenon |
|
|
|
|
Vilca Flores Ruben |
|
|
|
|
Vilca Quispe Sebastian |
|
|
|
|
VillaIva Castillon Faustino |
|
|
|
|
Villanueva Ticze Marcelo Victor |
|
|
|
|
Villar Llmaymanta Hector |
|
|
|
|
Yaranga Verano Sabino |
|
|
|
|
Sacarias Flores Julio |
|
|
|
|
Mucha Villar David Juan |
|
|
|
|
Total Former Workers |
|
0 |
|
|
Total Severance Pay (CTS) |
|
154,227 |
|
60
3.1 Suppliers
|
|
|
US$ |
|
|
A & A IMPORT S.A. |
|
|
|
|
Y B LLANTAS SAC |
|
|
|
|
AG COMUNICACIONES SAC |
|
|
|
|
ABASTECIMIENTO MINERO DEL PERÚ SAC |
|
|
|
|
ASF INTERNACIONAL S.A. |
|
|
|
|
ACTIVIDADES ELECTROMECÁNICAS IND. S |
|
|
|
|
ADIFICA EIRL |
|
|
|
|
ADINSA – ACEROS Y DERIVADOS INDUST. S |
|
|
|
|
AGUIRRE FLORES JAVIER |
|
|
|
|
AIDA MENDOZA SEGOVIA |
|
|
|
|
ALEX STEWART ASSAYERS DEL PERÚ S.R.L. |
|
|
|
|
ALFA BEARING S.A. |
|
|
|
|
ALFRED H. KNIGHT DEL PERÚ S.R.L. |
|
|
|
|
ALFRED H. KNIGHT INTERNACIONAL |
|
|
|
|
ALICOMSER S.R.L. |
|
|
|
|
(illegible) JOP S.A. |
|
|
|
|
ANTERGERANCE S.A. |
|
713 |
|
|
ANDEAN TRADING. S.A.C. |
|
|
|
|
ARES SERGER S.R.L. |
|
|
|
|
AMCO METALEX S.A. |
|
|
|
|
ARQUÍMIDES S.A. |
|
730 |
|
|
ARTÍCULOS INDUST. MÚTLTIPLES S.R.L. |
|
|
|
|
ASESORES Y CONSULTORES MINEROS S.A. |
|
|
|
|
ASOC. DE CONSUMIDORES INTENSOS |
|
|
|
|
ASTETE MEDRANO SANTOS DAVID |
|
569 |
|
|
ASTETE RICALDI SEGUNDINO |
|
|
|
|
BCB REPRESENTACIONES S.A. |
|
|
|
|
BATERÍAS VOLTA S.A. |
|
78 |
|
|
BTZ INGENIEROS S.R.LTDA. |
|
|
|
|
BDO OUTSOURCING S.A.C. |
|
|
|
|
BENITES MALPICA INGENIEROS S.A.C. |
|
|
|
|
BENITES MALPICA INGENIEROS S.A.C. |
|
|
|
|
(illegible) ART LONGYEAR S.A.C. |
|
|
|
|
BOLSA DE VALORES DE LIMA |
|
|
|
|
(illegible) RAMA TRANSP.Y COMERCIALIZACIONES E.I.R.L. |
|
|
|
|
(illegible) INGENIEROS S.R.LTDA. |
|
|
|
|
CAHUANA VILLALBA MÁXIMO (CARNICERÍA MAX) |
|
|
|
|
CALDERÓN CÁRDENAS AUGUSTO |
|
|
|
|
CALERA SAN PEDRO E.I.R.L. |
|
|
|
|
CARLOS CASAS RENTERÍA |
|
|
|
|
CAUCHO TÉCNICA S.A. |
|
|
|
|
CAVALI ICLV S.A. |
|
|
|
|
CEMENTOS PACASMAYO S.A.A. |
|
1,000 |
|
|
(illegible) CÍA GENERAL DE COMUNICACIONES S.A.C |
|
|
|
|
CHEMSUPPLY S.A.C. |
|
1,540 |
|
61
|
|
|
|
|
|
CHICMANA INGENIEROS S.R.L. |
|
1,184 |
|
|
CIA DE SEGURIDAD PROSEGUR S.A. |
|
|
|
|
CÍA. MINERA LUREN S.A |
|
|
|
|
CÍA. TÉCNICA COMERCIAL PERÚ S.A. / COMTESA |
|
|
|
|
CIDRA S.A.C / CÍA. IMPORT. DE RODAMIEN. Y AF |
|
|
|
|
CILLÓNIZ BENAVIDES S.A.C. |
|
|
|
|
CIMALSA – CÍA. DE INV. MIN. AGR. LURÍN S.A. |
|
|
|
|
CMP BATTERIES LTD. |
|
|
|
|
(illegible) MINERIA Y CONSTRUCCION S.A.C |
|
|
|
|
(illegible) EMSA S.R.L |
|
|
|
|
CODISA – COMERCIO Y DISTRIBUCIÓN S. |
|
|
|
|
COMERC. Y DIST. SAN IGNACIO DE LOYOLA S.A. |
|
|
|
|
COMERCIAL CÓRDOVA S.R. LTDA. |
|
|
|
|
COMERCIAL LI S.A. |
|
|
|
|
COMERCIAL Y REPRESENTACION AQUINO |
|
|
|
|
COMPAÑIA TÉCNICA DE PREPRESENTACIONES S.A. |
|
|
|
|
CONSTRUCCIÓN MINERA INDUSTRIA – ABASTECIMI |
|
4,536 |
|
|
CONSTRUCCIONES ELECTROM. IND. INGENIEROS S |
|
|
|
|
CONSUL. ASERORS Y SERV. LIMA S.R.LTDA |
|
|
|
|
CONSULTORÍA A S.A.C. |
|
35,000 |
|
|
CONSULTORÍA SERVICIO Y REPRESENTACIONES |
|
|
|
|
CONTR. CCACCYA Y GARCÍA SER MULT S.R.L. |
|
|
|
|
CONTRATA MINERA LOS ANDES S.R.L. |
|
|
|
|
CONTRATISTA ASOCIADO BUENA FORTULNA E.I..R.L. |
|
|
|
|
CONTRATISTA MINERO INCHE E.I.R.L. |
|
2,129 |
|
|
CONTRATISTAS MINEROS TECMIN S.R.L. |
|
|
|
|
CONTROL AUTOMÁTICO DE MÁQUINAS INGS. S.A. |
|
|
|
|
COOPERATIVA DE AHORRO Y CRÉDITO DE TRAB |
|
|
|
|
CORPORAC SCORPION ING MIN Y CONSTR SAC |
|
|
|
|
CORPORACIÓN DE RODAMIENTOS Y SERVIC. S.A. |
|
|
|
|
CORTES BASTERES LIDIA R. |
|
|
|
|
CREMSA – CONT. Y REP. ELECTROMECÁNICA |
|
|
|
|
CURAS SOSA JUANA MAURA (TARMEÑITA) |
|
|
|
|
D Y E DESARROLLO Y ECOLOGÍA S.A.C. |
|
|
|
|
DY E DESARROLLO Y ECOLOGÍA SAC |
|
|
|
|
DATA KIT S.A. |
|
|
|
|
DAVID VÁSQUEZ NARVAEZ |
|
14,189 |
|
|
DE LA CRUZ VASQUEZ OSWALDO |
|
1,110 |
|
|
DEDICACIA TRUJILLO DE CHAMORRO |
|
|
|
|
DEPÓSITOS S.A. |
|
|
|
|
DIAMOND CORPORACIÓN S.A. |
|
|
|
|
DICOMET S.R.L. – DISEÑO Y CONST. METAL |
|
|
|
|
DIESEL POWER S.A. |
|
|
|
|
DINÁMICA INDUSTRIAL S.A. |
|
|
|
|
DISTRIBUIDORA SANTOS S.A. |
|
|
|
|
DROKASA PERÚ S.A. |
|
|
|
|
DYNO NOBEL DEL PERÚ S.A. |
|
982 |
|
|
D M ASOCIADOS S.A. |
|
|
|
62
|
DILBERTA NOEMÍ CASAS INGA (NEG. B&V) |
|
|
|
|
EJECUTORES MINEROS & ASOCIADOS S.A. |
|
|
|
|
EL PACÍFICO PERUANO SUIZA CÍA DE SEGUROS |
|
|
|
|
EL TIGRE S.R.L. |
|
|
|
|
(illegible) ECSA S.A. |
|
|
|
|
ELECTRO CENTRO S.A. |
|
4,119 |
|
|
ELECTRO SERVICE REPARACIONES S.A.C. |
|
|
|
|
ELECTROCOM INGENIEROS S.A.C. |
|
|
|
|
ELECTROCOMERCIAL GAMARRA S.A. |
|
|
|
|
ELECTROIMIM S.A. |
|
|
|
|
ELVIRA CHUQUIPOMA VÍLCHEZ |
|
|
|
|
(illegible) EISA |
|
|
|
|
EMP. DE SERV. DE SOLDADURA Y MINERA SCRL |
|
|
|
|
EMP. NAC. DE FERROCARRILES S.A. – ENAFER |
|
7,818 |
|
|
EMP. TRANSP. DE CARGA MAMANI OLIVARES E.I. |
|
601 |
|
|
EMP. TRANPORTE CARHUALLANQUI HNOS. SAC |
|
|
|
|
EMPRES DE TRANSPORTES PANORAMA S.R.L. |
|
|
|
|
EMPRESA DE GENERACI, DE ENERG. ELECT. DEL C |
|
|
|
|
EMPRESA DE TRANSP DE CARGA CHAMORRO SRL |
|
10,521 |
|
|
EMPRESA DE TRANSP. TURISMO EXPRESS COMITÉ 2 |
|
331 |
|
|
EMPRESA MINERA DEL CENTRO DEL PERÚ S.A. |
|
|
|
|
EMPRESA MINERA LOS QUENUALES S.A. |
|
|
|
|
EMPRESA MINERA NATIVIDAD S.A. |
|
|
|
|
EMPRESA SAN PEDRO CONTRATISTAS GEN S.R.L. |
|
50 |
|
|
EMPRES TRACKLERA MINERA S.A.C. |
|
|
|
|
EMSETEL RICALDI E.I.R.L. |
|
|
|
|
ENERGÍA NEUMÁTICA COMERCIAL E.I.R. |
|
|
|
|
ENRIQUE SABOGAL Y CÍA |
|
|
|
|
ERSA GLOBAL USA, INC. |
|
|
|
|
ESPINOZA ASOCIADOS S.A. ESPIASA |
|
|
|
|
ESPINOZA GARRETA RAMÓN A. |
|
|
|
|
ESPINOZA VALENZUELA JULIO T. |
|
|
|
|
ESQUIVEL MEJÍA BASILIA MARCELINA (VENTA |
|
|
|
|
ESTUDIO CORTEZ Y MASSA S.C.R.LTDA |
|
|
|
|
ESTUDIO CHEANDÍA CHIAPPE ABOGADOS |
|
|
|
|
(illegible) S.A. |
|
4,000 |
|
|
FAMAINSA E.I.R.L. |
|
|
|
|
FAMESA EXPLOSIVOS S.A.C. |
|
9,034 |
|
|
EJECUTIVOS X.XX. |
|
|
|
|
FERRETERÍA FIGALLO S.R.L. |
|
|
|
|
FERROXIGAS EIRL |
|
1,594 |
|
|
FORJA PERUANA S.A. |
|
|
|
|
FRENOS MARANGA X.X.XX |
|
|
|
|
FUNCION Y FORMA CONSTRUCTORA S.A.C. |
|
|
|
|
FUNDICIÓN CENTRAL S.A. |
|
|
|
|
FUNDICIÓN EL VENCEDOR S.A. (FUNVENSA) |
|
|
|
|
(illegible) LTECH GROUP S.A.C |
|
|
|
63
|
galvÁn ponce graciela |
|
|
|
|
gestiÓn y ejecuciÓn de proyectos ambient |
|
|
|
|
GREGORIO BENDEZÚ RODRIGO-CONTRATISTA GUILLERMO |
|
|
|
|
PANDURO SILVERIO PRAXAIR |
|
|
|
|
H.M. REPRESENTACIONES E.I.R.L. |
|
447 |
|
|
HANSA INTERCOM S.A. |
|
|
|
|
HIDRÁULICA NEUMÁTICA INDUSTRIAL S.A. |
|
|
|
|
HOBANDAS S.A. |
|
|
|
|
IMPORTACIONES Y NEGOCIACOINES GRLS. S.A.I. |
|
|
|
|
IMPORTADORA DE RODAMIENTOS S.A. (IMPOROD) |
|
|
|
|
IMPORTADORA SAN ALFONSO S.A. (ISASA) |
|
|
|
|
INCISIO FLORES ANA MELVA |
|
1,394 |
|
|
INDECAUCHO S.A. |
|
|
|
|
INDECO S.A. |
|
|
|
|
INDUSTRIA METÁLICA W.E.T.S.A.C. / IMWETS.A. |
|
|
|
|
INDUSTRIAS ALBO S.A. |
|
|
|
|
INDUSTRIAS DEL CONGELADO S.A. |
|
|
|
|
INDUSTRIAS J Y M SRLTDA |
|
|
|
|
INGARUCA DE ESTRELLA FAUSTINA |
|
|
|
|
INKALLANTAS S.A. |
|
|
|
|
INMECO INTERNACIONAL S.A. |
|
|
|
|
INNOVA ANDINA S.A. “ANTES ROCSA” |
|
|
|
|
INSERVIS |
|
|
|
|
INSPECTORATE GRIFFITH LTD |
|
|
|
|
INSTALACIONES Y SERVICIOS S.A. |
|
|
|
|
INSTITUTO DE INGENIEROS DE MINAS DEL PERÚ |
|
|
|
|
INSTITUTO PERUANO DE ADMINISTRAClÓN DE EM |
|
|
|
|
INTER EMPRESAS S.A. |
|
1,745 |
|
|
INTERNACIONAL CAUCHO E.I.R.L. |
|
|
|
|
INVERSIONES PRODALSA S.A. |
|
|
|
|
INVERSIONES QUIMICAS E.I.R.L. |
|
|
|
|
INVESTIGACIONES MINERA METALÚRGICAS EIR |
|
|
|
|
(illegible) INGENIEROS S.A.C. |
|
|
|
|
J ANTONIO VEA ERAUSQUIN |
|
|
|
|
J INTERMEDIADORES S.R.L. |
|
|
|
|
J. MENDOZA Y ASOCIADOS S.A. |
|
|
|
|
J. RAMÓN DEL PERÚ S.A.C. |
|
1,423 |
|
|
J. TRADING S.A.C. |
|
|
|
|
JOSÉ ANTONIO INCISO FLORES |
|
|
|
|
JOSÉ V. MOLFINO S.A. AGENCIA DE ADUANA |
|
|
|
|
(illegible) SEGUNDO ASTETE M. TRANSPORTISTA |
|
|
|
|
JUÁREZ SERVICE E.I.R.L. |
|
|
|
|
K&L INGENIEROS SRL |
|
|
|
|
KBO INTENATIONAL PERÚ S.A.C. |
|
|
|
|
(illegible) CONTRATISTAS GENERALES S.C.R.L. |
|
|
|
|
LA CASA DEL GRIFERO S.A. |
|
|
|
|
LA POCAR E.I.R.L. |
|
269 |
|
64
|
LATINA SEGUROS (SULAMERICA) 01.10.04 |
|
|
|
|
(illegible) INOX S.A.C |
|
|
|
|
(illegible) S.A |
|
|
|
|
LIBRERÍA “YULY” |
|
|
|
|
LORENZO GÓMEZ RICAPA |
|
|
|
|
LOS GUGLIELMINO S.A. |
|
|
|
|
(illegible) W SALAS S.A. |
|
|
|
|
M&M INGENIEROS CONTRATISTAS S.A.C. |
|
994 |
|
|
MAC GROUP S.A.C. |
|
|
|
|
MACROSEL PERÚ S.R.L. |
|
|
|
|
MAGNATRADE CORPORATION |
|
|
|
|
MÁLAGA WEBB& ASOCIADOS S.R.L. |
|
|
|
|
MALLAUPOMA ACHICHUAMANTITO (MEINSA) |
|
|
|
|
MALLAUPOMA ACHICHUAMANTITIO (MEINSA COM.) |
|
|
|
|
MANCHURIS S.A.C. |
|
|
|
|
MANUFACTURAS INDUST. METAL MECÁNICA NAC.S |
|
|
|
|
(illegible) SINSA S.R.LTDA |
|
|
|
|
(illegible) TAMORROS BARRETO MATILDE |
|
|
|
|
MC INGENIEROS EIRL |
|
|
|
|
MERCANTIL S.A. |
|
|
|
|
MERPEL TRADING S.A. |
|
|
|
|
MINERA ALMAX S.A.C. |
|
|
|
|
MINERA CENTRO S.A.C |
|
2,000 |
|
|
MINERA CODICIADA S.A – MICSA |
|
|
|
|
MINERA FCRUZ AZUL CORPORATION S.A.C |
|
|
|
|
MINES TOP SRL |
|
|
|
|
MITSUI DEL PERÚ S.A. |
|
|
|
|
MODESTO RICALDI CASO |
|
|
|
|
MULTIEXPORT S.A. |
|
|
|
|
MULTISERVICIOS EL ASESOR |
|
|
|
|
MYREL S.A. / MATERIALES Y REPRESENT. ELECTR |
|
395 |
|
|
NEGOCIACIONES CVQ |
|
|
|
|
NORABUENA GUILLÉN DAVID |
|
|
|
|
NORMILL S.A.C. |
|
|
|
|
NÚÑEZ Y ASOCIADOS S. CIVIL |
|
|
|
|
(illegible) |
|
|
|
|
ONCOSALUD S.A. |
|
|
|
|
O-NEGESA ORGANIZACIÓN – NEGOCIOS GRALES, S |
|
|
|
|
OVALQUÍMICA S.A. |
|
|
|
|
PEGASUS 2001 E.I.R.L. |
|
|
|
|
PELÁEZ QUIROZ JORGE LUIS |
|
|
|
|
PERNOS S.R.L. |
|
|
|
|
PLINIO VÍLCHEZ |
|
505 |
|
|
POLIURETANOS S.A. |
|
|
|
|
PONCE S.A. |
|
|
|
|
PRODUCTOS CHILENOS DEL ACERO LTDA. |
|
|
|
|
PRODUCTOS DE ACERO CASSADO S.A. |
|
|
|
|
PROTEVISE SR LTDA |
|
|
|
65
|
PROYECTOS Y FAB METAL MEC ELECT IND SRL |
|
|
|
|
psi del perÚ s.a. |
|
|
|
|
(illegible) INGENIEROS S.A. |
|
|
|
|
PUCUHAYLA CÁRDENAS JORDY ANDRÉS |
|
|
|
|
PUCUHUAYLA LÓPEZ JUSTO |
|
|
|
|
QUÍMICA ANGLO PERUANA S.A.A |
|
|
|
|
QUÍMICA SUIZA S.A. |
|
|
|
|
(illegible)INGENIEROS EIRL |
|
|
|
|
RALDI S.R.L. |
|
|
|
|
RANSA COMERCIAL S.A. |
|
|
|
|
(illegible) CONEG S.R.L. |
|
|
|
|
RECUBRIMIENTOS Y MOLDEADOS S.R.L. (REMOL) |
|
|
|
|
RELATCH S.R.L. |
|
|
|
|
REPARACIÓN EQUIPOS MINEROS S.A.C. |
|
179 |
|
|
REPRESENTACIONES COPACABANA S.R.L. |
|
|
|
|
REPRESENTACIONES GENERALES JOGUGISA |
|
|
|
|
REPSOLCOMERCIAL SAC |
|
|
|
|
REPUESTOS RAMÓN S.A. |
|
|
|
|
RESINAS Y ADITIVOS S.A. |
|
|
|
|
RESINES CÓRDOVA ÁUREO |
|
475 |
|
|
RINFESA S.R.L. |
|
|
|
|
RIVAS CURA ELVA VIOLETA |
|
589 |
|
|
RODAMIENTOS DEL CENTRO S.A.C. |
|
822 |
|
|
RODAMIENTOS DEL SUR S.R.LTDA |
|
|
|
|
RODAMIENTOS Y REPRESENTACIONES RODI |
|
|
|
|
RODAMIENTOS Y REPUESTOS S.A.C. – RODARESA |
|
|
|
|
RPTOS OROYA, J. ALIAGA DE VARILLAS |
|
|
|
|
SAMEX S.A. |
|
|
|
|
SEDECO COMERCIAL S.A.C. |
|
|
|
|
SER. TERM. ELECTROMECÁNICOS E.I.R.L. |
|
|
|
|
SERBOMIN. S.R.LTDA |
|
|
|
|
SERGEMINT |
|
1,224 |
|
|
SERICOM E.I.R.L. |
|
|
|
|
SERV. DE SEGURIDAD IND. MEDIO AMBIENTE E |
|
|
|
|
SERV. INTEG. DE INGEN. Y MEDIO AMB. S.R.L. – S |
|
|
|
|
SERV. MINEROS Y COMERC. DEL PERÚ SRL – SERM |
|
|
|
|
SERV. TÉCNICOS MINEROS Y COMERCIALES S.A. |
|
|
|
|
SERVICIO DE VIGILANCIA PRIVADA S.R. LTDA |
|
|
|
|
SERVICIOS IND. DE JULIO M. ROMERO ESCOBAR |
|
|
|
|
SERVICIOS MECÁNICOS Y REPRESNT. TRACKLES |
|
|
|
|
SERVICIOS Y COMERCIO S.A. |
|
|
|
|
SERVICIOS – IND. DE JULIO M. ROMERO ESCOBAR |
|
|
|
|
SERVIMUL VADE E.I.R.LTDA |
|
|
|
|
SETRANSCA S.A. |
|
|
|
|
SGS DE. PERÚ S.A.C. |
|
|
|
|
SIDERAL COMPANIA MINERA S.A.C. |
|
|
|
|
SILVA RAMOS JUAN |
|
|
|
|
SOCIEDAD INDUSTRIAL SINTÉTICA SAC-SISSA |
|
|
|
66
|
(illegible) IMPEX S.A SOC. IMPORTADORA Y EXPORTAD |
|
|
|
|
STANSA S.A. |
|
7,078 |
|
|
STEDALA SKEGA S.A.A |
|
|
|
|
T.J. CASTRO S.A.C |
|
|
|
|
TECNOFIL S.A. |
|
|
|
|
(illegible) MEC S.A. |
|
|
|
|
TRANSPORTES LA ESPERANZA S.A. |
|
|
|
|
TRANSPORTES HURTADO ROSALES E.I.R.LTDA. |
|
617 |
|
|
TRANSPORTES JOMEV E.I.R.L |
|
|
|
|
TRANSPORTES MANDUJANDO S.R.LTDA. |
|
|
|
|
TRANSVER E.I.R.L. |
|
|
|
|
UNELTE S.A. |
|
|
|
|
(illegible) TECNOLOGÍA COMERCIAL S.A. |
|
|
|
|
VANGUARDIA EN LLANTAS S.A.C. (VAN LLANTAS |
|
|
|
|
VIJOSCHAM & CIA. S.A. |
|
|
|
|
VLADIMIR CUBA |
|
|
|
|
V Y M. CITSA – COROPORACIÓN IND. TRANSME |
|
|
|
|
(illegible) ESE REPRESENTACIONES S.A. |
|
|
|
|
YALE AUSACO S.A. |
|
|
|
|
|
|
|
|
|
TOTAL SUPPLIERS |
|
121,984 |
|
3.2 Accruals
|
|
|
US$ |
|
|
SECURITY DEPOSITS |
|
|
|
|
SETRANSCA S.A. |
|
|
|
|
CONTRATISTA GENERAL DE MINAS S.R.L.COGE |
|
|
|
|
SERVICIO DE VIGILANCIA PRIVADA S.R.LTDA. |
|
16,365 |
|
|
C Y V INGENIEROS S.R.LTDA |
|
|
|
|
ENRIQUEZ G. CONTRATISTAS MINEROS E.I.R.L. |
|
7,250 |
|
|
CONTRATISTAS MINEROS HERMANOS ENRÍQUEZ S |
|
17,846 |
|
|
J.A. INGENIEROS S.A.C |
|
|
|
|
CODECEN S.R.L. |
|
|
|
|
TRANSPORTES IVANA LOBATÓN CASABLANCA TRADING S.A. |
|
|
|
|
ETRASEMS HC E.I.R.L. |
|
|
|
|
MINERA MILAGROS S.R.L. |
|
|
|
|
DE LA CRUZ VÁSQUEZ OSWALDO |
|
|
|
|
L.A. CONTRATISTAS GENERALES S.C.R.L. |
|
|
|
|
DESIDERIO BELTRÁN LERMO |
|
|
|
|
CONTRATA MINERA SAN PEDRO EIRL |
|
|
|
|
CONTR. TRAB. MINEROS Y CIV.NACIONAL EIRL |
|
|
|
|
INGEN. CONTRATISTAS GEN. FORTAL EIRL |
|
|
|
|
BENITO DE LA CRUZ WILFREDO |
|
|
|
|
EMP. DE XXXX.XX SOLDADURA Y MINERA SCRL |
|
|
|
|
CODEMSA S.R.L. |
|
|
|
|
CHICMANA INGENIEROS S.R.L. |
|
|
|
|
CONTRATISTAS MINERO MAMANI E.R.L. |
|
|
|
67
|
MINERA CRUZ AZUL CORPORATION S.A.C |
|
|
|
|
SIDERAL COMPANIA MINERA S.A.C. |
|
|
|
|
|
|
|
|
|
SERVICES SUBJECT TO LEGAL ACTION |
|
|
|
|
HERADIO ZEA |
|
2,170 |
|
|
LUIS LLANOS |
|
5,106 |
|
|
|
|
|
|
|
UNINVOICED SERVICES AND OTHER ACCRUALS |
|
|
|
|
SINDICATO TRABAJ.MINEROS AUSTRIA DUVAZ |
|
157,927 |
|
|
EMPRESA MINERA DEL CENTRO DEL PERÚ S.A. |
|
|
|
|
PROV INTERESES PROVEEDORES |
|
|
|
|
NÚŇEZ Y ASOCIADOS SOC. CIVIL |
|
|
|
|
ELECTRO CENTRO S.A. |
|
|
|
|
TELEFÓNICA DEL PERÚ S.A.A. |
|
|
|
|
BOLSA DE VALORES DE LIMA (Lima Stock Exchange) |
|
|
|
|
MINERA CODICIADA S.A. – MICSA |
|
|
|
|
ÁVILA DE BARRIENTOS PETRONILA |
|
|
|
|
|
|
|
|
|
OUTSTANDING CHECKS |
|
|
|
|
MISCELLANEOUS – OUTSTANDING CHECKS BCO WIESE |
|
|
|
|
FOREIGN CURRENCY |
|
|
|
|
MISCELLANEOUS – OUTSTANDING CHECKS NBK BANK |
|
|
|
|
FOREIGN CURRENCY |
|
|
|
|
MISCELLANEOUS – OUTSTANDING CHECKS NBK BANK |
|
|
|
|
LOCAL CURRENCY |
|
|
|
|
|
|
|
|
|
TOTAL ACCRUALS |
|
206,664 |
|
68
Payroll payables
|
|
|
U$S |
|
|
SALARIES PAYABLE |
|
|
|
|
WORKERS – MINE *SUBSIDIES –98 |
|
|
|
|
|
|
|
|
|
ACCRUED VACATIONS PAYABLE |
|
|
|
|
EMPLOYEES – LIMA |
|
|
|
|
EMPLOYEES–MINA |
|
|
|
|
PERMANENT WORKERS MINE |
|
|
|
|
CONTRACTED WORKERS MINE |
|
|
|
|
|
|
|
|
|
BONUSES PAYABLE |
|
|
|
|
BONUS FOR LIMA EMPLOYEES |
|
|
|
|
3.4 Others |
|
|
|
|
|
|
|
|
|
Traders |
|
|
|
|
AIDA MENDOZA SEGOVIA |
|
|
|
|
VILMA GOMEZ CASAS |
|
|
|
|
YOLANDA MALPARTIDA |
|
|
|
|
DOGALDO LIMAYMANTA |
|
154 |
|
|
EVER C. PACHECO ÑAUPARI(MESH HALL 3) |
|
|
|
|
MEAT MARKET 2 – RODRIGUEZ DE MAYTA MAR |
|
|
|
|
GUTIERREZ MANUEL – COMEDOR |
|
|
|
|
MESH HALL 2- PACHECO ROJAS EDUARDO |
|
|
|
|
|
|
|
|
|
Court-ordered deposit former workers |
|
|
|
|
MOYA OROZCO HEVER |
|
|
|
|
FORTUNATA LEVITA GUILLEN |
|
|
|
|
RAMOS CARHUAPOMA EUSEBIO |
|
|
|
|
AVILA INGA LUIS |
|
|
|
|
|
|
|
|
|
Security deposits |
|
|
|
|
ENRIQUEZ G. CONTRATISTAS MINEROS E.I.R.L |
|
6,369 |
|
|
CONDEMIN E.I.R.L |
|
370 |
|
|
CODECEN S.R.L. TDA |
|
|
|
|
CODEMSA S.R.L |
|
|
|
|
MINERA CRUZ AZUL CORPORATION S.A.C. |
|
|
|
|
CONTRATA MINERA SAN PEDRO EIRL. |
|
|
|
|
J Y F CONTRATISTAS GENERALES S.A. |
|
|
|
|
MINERA M1LAGROS S.R.L. |
|
|
|
|
MADEMEIN S.R.L.M. ALVAREZ |
|
|
|
|
DESIDERIO BELTRÁN LERMO |
|
|
|
|
CONTRATISTAS MINEROS TECMIN S.R.L |
|
185 |
|
|
CONTRATISTA MINERO INCHE |
|
|
|
|
J.A. INGENIEROS S.A.C. |
|
|
|
69
|
SERVICIOS MULTIPLES BERNA S.A.(SERMUBE) |
|
|
|
|
CTTA BENDEZU |
|
|
|
|
CONTR, CCACYA Y GARCIA SER MULT S.R.L |
|
|
|
|
SEGUNDINO ASTETE RICALDI *TRANSPORTI |
|
|
|
|
JOSE HUAPAYA HUAPAYA CONTRATISTA |
|
|
|
|
JUAN SEGUNDO ASTETE M.* TRANSPORTIST |
|
|
|
|
|
|
|
|
|
Miscellaneous Obligations |
|
|
|
|
MINISTRY OF ENERGY AND MINES |
|
20,358 |
|
|
CONASEV |
|
|
|
|
|
|
|
|
|
Compensation former workers |
|
|
|
|
RODRÍGUEZ CASACHAGUA EDGARDO |
|
|
|
|
SOTO COLLASOS ISAAC |
|
|
|
|
RAMOS HUAMAN VIRGILIO |
|
|
|
|
ANTONIO ASTO AURELIANO |
|
|
|
|
RAMOS CASTRO VENANCIO |
|
|
|
|
PANEZ POMACHAGUA FORTUNATO |
|
|
|
|
|
|
27,436 |
|
TAX Liabilities
|
|
|
US$ |
|
|
TAX LIABILITIES |
|
|
|
|
Tax instalment Payment(RESIT) |
|
44,563 |
|
|
Tax instalment Payment under Article 36 |
|
|
|
|
Peruvian Tax Code |
|
3,534 |
|
|
Supplementary workers risk insurance |
|
0 |
|
|
Royalties |
|
38,034 |
|
|
(illegible)Funds (AFP) |
|
109,730 |
|
|
|
|
195,861 |
|
5. Third party debts
|
Chirstina D’ Ornellas |
|
14,000 |
|
|
Luis Rodríguez Mariategui Canny |
|
14,000 |
|
|
Miscellaneous |
|
8,153 |
|
|
|
|
36,153 |
|
6.0 Other debts
|
|
|
US$ |
|
|
|
|
|
|
|
Father |
|
— |
|
70
EXHIBIT O
COMMUNICATION
FORM FOR THE TRANSFER OF SHARE INTERESTS
IN THE MINING CONCESSIONS DETAILED IN POINT 2.2(a) (I)
OF THE MASTER AGREEMENT (“JUANITA”)
Notarized Letter
Lima, [·], 2006
Messrs.
Sociedad Minera de Responsabilidad Limitada Juanita de Huancayo
Volcan Compania Minera S.A.A.
|
Attention: |
|
General Managers |
|
|
|
|
|
Reference: |
|
Transfer of share interests issued by Sociedad Minera de Responsabilidad Limitada Juanita de Huancayo |
Dear sirs,
We hereby inform you that on [·], SOCIEDAD MINERA CENTENARIO S.A.C. has delivered to SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. (“DUVAZ”) an offer to purchase all the share interests held by DUVAZ in SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA JUANITA DE HUANCAYO, which are equivalent to 50% of its capital stock.
The consideration offered for the aforementioned transfer of share interests shall be the acceptance of a certain amount of liabilities or payment obligations of DUVAZ before third parties up to the amount of US$3,500,000 (Three Million Five Hundred Thousand US Dollars). The terms and other conditions for the transfer of share interests are contained in the Form of Agreement attached to this communication.
In this regard, and pursuant to the provisions set forth in Section 201 of the Consolidated Text of the Mining Law, approved by Supreme Executive Order 014-92-EM, we request you to inform of this communication to the other members of SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA JUANITA DE HUANCAYO, within the term of three (3) business days following receipt hereof, so that within a term of fifteen (15) calendar days after being notified, they may exercise, if applicable, the right of first refusal established in said rule.
Any notice, request, consent or other communication to be sent in relation to this letter must be issued in writing as follows:
71
Messrs.
Sociedad Minera
Austria Duvaz S.A.C.
Attention: Jaime Rodriguez Mariátegui Proaño
Av. José Gálvez Barrenechea 925, San Borja
LIMA 41 – PERU
|
CC : |
|
Minera Centenario S.A.C. |
|
|
|
Attention: Juan Pedro Rodriguez Mariátegui Blume |
|
|
|
Charles Graham Preble |
|
|
|
Av. José Gálvez Barrenechea 925, San Borja |
|
|
|
Av. San Borja Norte 1302, San Borja |
|
|
|
LIMA 41 – PERU |
The communications sent to addresses and persons other than those mentioned herein shall be considered as if they would have not been carried out.
If the other members of SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA JUANITA DE HUANCAYO fail to inform us of their intention to purchase the share interests of DUVAZ under the same or better conditions than those indicated within the term provided for by law, it shall be understood that they are not interested in the aforementioned acquisition, DUVAZ being entitled to transfer to SOCIEDAD MINERA CENTENARIO S.A.C. the share interests owned by our company issued by SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA JUANITA DE HUANCAYO.
Sincerely yours,
|
[·] |
|
[·] |
|
SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. |
|
MINERA CENTENARIO S.A.C. |
72
EXHIBIT O-1
COMMUNICATION
FORM FOR THE TRANSFER OF SHARE INTERESTS
IN THE MINING CONCESSIONS DETAILED IN POINTS 3.1 (a1) (ii), 3.1 (a1) (III)
AND 3.1 (a1) (iv) (“GRANCERO”, “LOLA” AND “POBRE DIABLO”)
Notarized Letter
Lima, [·], 200
Messrs.
Sociedad Minera de Responsabilidad Limitada Grancero de Huancayo
|
Attention: |
|
General Manager |
|
|
|
|
|
Reference: |
|
Transfer of share interests issued by Sociedad Minera de Responsabilidad Limitada Grancero de Huancayo |
Dear sirs,
We hereby inform you that on [·], MINERA PERÚ COPPER S.A. has delivered to SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. (hereinafter “DUVAZ”) an offer to purchase all the share interests held by DUVAZ in SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA GRANCERO DE HUANCAYO, which are equivalent to 33.33% of its capital stock.
The value agreed to be assigned to the 33.33% of the share interests of SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA GRANCERO DE HUANCAYO, holder of the “Grancero” and “Lola” mining concessions amounts to US$1,988,600 (One Million Nine Hundred Eighty Eight Thousand Six Hundred US Dollars). The terms and other conditions for this transfer of share interests are contained in the Form of Agreement attached to this communication.
In this regard, and pursuant to the provisions set forth in Section 201 of the Consolidated Text of the Mining Law, approved by Supreme Executive Order 014-92-EM, we request you to inform of this communication to the other members of SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA GRANCERO DE HUANCAYO, within the term of three (3) business days following receipt hereof, so that within a term of fifteen (15) calendar days after being notified, they may exercise, if applicable, the right of first refusal established in said rule.
Any notice, request, consent or other communication to be sent in relation to this letter must be issued in writing as follows:
73
Messrs.
Sociedad Minera Austria Duvaz S.A.C.
Attention: Jaime Rodriguez Mariátegui Proaño
Av. José Gálvez Barrenechea 925, San Borja
LIMA 41–PERU
|
CC : |
|
Minera Perú Copper S.A. |
|
|
|
Attention: Charles Graham Preble |
|
|
|
Av. San Borja Norte 1302, San Borja |
|
|
|
LIMA 41 – PERU |
The communications sent to addresses and persons other than those mentioned herein shall be considered as if they would have not been carried out.
If the other members of SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA GRANCERO DE HUANCAYO fail to inform us of their intention to purchase the share interests of DUVAZ under the same or better conditions than those indicated within the term provided for by law, it shall be understood that they are not interested in the aforementioned acquisition, DUVAZ being entitled to transfer to MINERA PERÚ COPPER S.A. the share interests owned by our company issued by SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA GRANCERO DE HUANCAYO.
Sincerely yours,
|
[·] |
|
[·] |
|
SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. |
|
MINERA PERÚ COPPER S.A. |
74
Notarized Letter
Lima, [·], 200
Messrs.
Sociedad Minera de Responsabilidad Limitada Pobre Diablo de Huancayo
|
Attention: |
|
General Manager |
|
|
|
|
|
Reference: |
|
Transfer of share interests issued by Sociedad Minera de Responsabilidad Limitada Pobre Diablo de Huancayo |
Dear sirs,
We hereby inform you that on [·], MINERA PERÚ COPPER S.A. has delivered to SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. (“DUVAZ”) an offer to purchase all the share interests held by DUVAZ in SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA POBRE DIABLO DE HUANCAYO, which are equivalent to 20% of its capital stock.
The value agreed to be assigned to the 20% of the share interests of SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA POBRE DIABLO DE HUANCAYO amounts to US$326,000 (Three Hundred Twenty Six Thousand US Dollars). The terms and other conditions for the transfer of share interests are contained in the Form of Agreement attached to this communication.
In this regard, and pursuant to the provisions set forth in Section 201 of the Consolidated Text of the Mining Law, approved by Supreme Executive Order 014-92-EM, we request you to inform of this communication to the other members of SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA POBRE DIABLO DE HUANCAYO, within the term of three (3) business days following receipt hereof, so that within a term of fifteen (15) calendar days after being notified, they may exercise, if applicable, the right of first refusal established in said rule.
Any notice, request, consent or other communication to be sent in relation to this letter must be issued in writing as follows:
Messrs.
Sociedad Minera Austria Duvaz S.A.C.
Attention: Jaime Rodriguez Mariátegui Proaño
Av. José Gálvez Barrenechea 925, San Borja
LIMA 41 – PERU
|
CC : |
|
Minera Perú Copper S.A. |
|
|
|
Attention: Charles Graham Preble |
|
|
|
Av. San Borja Norte 1302, San Borja |
|
|
|
LIMA 41–PERU |
75
The communications sent to addresses and persons other than those mentioned herein shall be considered as if they would have not been carried out.
If the other members of SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA POBRE DIABLO DE HUANCAYO fail to inform us of their intention to purchase the share interests of DUVAZ under the same or better conditions than those indicated within the term provided for law, it shall be understood that they are not interested in the aforementioned acquisition, DUVAZ being entitled to transfer to MINERA PERÚ COPPER S.A. the share interests owned by our company and issued by SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA POBRE DIABLO DE HUANCAYO.
Sincerely yours,
|
[·] |
|
[·] |
|
SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. |
|
MINERA PERÚ COPPER S.A. |
76
EXHIBIT P
COMMUNICATION
FORM FOR THE TRANSFER OF ALIQUOTS
TO CO-OWNERS OF THE CONCESSIONS DETAILED IN POINTS 2.2 (a) (ii) AND
2.2 (a) (iii) (“LA DEMÓCRATA” AND “MARIA CELINA”)
Notarized Letter
Lima, [·], 2006
Messrs.
[Specify
the name of the recipient]
|
Reference: |
|
Transfer of aliquots in “La Demócrata” and “Maria Celina” mining concessions |
Dear sirs,
We hereby inform you that on [·], SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. (hereinafter “DUVAZ”) has entered into an agreement for the transfer of the title to the aliquots owned by it in “La Demócrata” and “Maria Celina” mining concessions, in favour of SOCIEDAD MINERA CENTENARIO S.A.C.
As you are aware, the mining concessions called “La Demócrata” and “Maria Celina” were jointly owned by DUVAZ and you, DUVAZ being granted the rights and shares of one aliquot equivalent to 33.33% of the aforementioned concessions.
By virtue of the transfer made, MINERA CENTENARIO S.A.C. is now the holder of the above-mentioned aliquot equivalent to 33.33% of the mining concessions called “La Demócrata” and “Maria Celina”, respectively. This transfer has been registered in [·] (1)
Any notice, request, consent or other communication to be sent in relation to this letter must be issued in writing as follows:
Messrs.
Sociedad Minera Austria Duvaz S.A.C.
Attention: Jaime Rodriguez Mariátegui Proaño
Av. José Gálvez Barrenechea 925, San Borja
LIMA 41 – PERU
|
CC : |
|
Minera Centenario S.A.C. |
|
|
|
Attention: Juan Pedro Rodríguez Mariátegui Blume |
|
|
|
Charles Graham Preble |
|
|
|
Av. José Gáalvez Barrenechea 925, San Borja |
|
|
|
Av. San Borja Norte 1302, San Borja |
|
|
|
LIMA 41-PERU |
(1) Details of the filing with the Public Records Office.
77
The communications sent to addresses and persons other than those mentioned herein shall be considered as if they would have not been carried out.
Sincerely yours,
[·]
SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C.
78
EXHIBIT P-1
COMMUNICATION FORM FOR THE TRANSFER
OF ALIQUOTS
TO CO-OWNERS OF THE CONCESSION DETAILED IN POINT 3.1 (a1) (I)
(“CALABAZA”)
Notarized Letter
Lima, [·], 200
Messrs.
[Specify the name of the recipient]
Reference: Transfer of aliquots in the “Calabaza” mining concession
Dear sirs,
We hereby inform you that on [·], SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. (hereinafter “DUVAZ”) has entered into an agreement for the transfer of assets, including the aliquots owned by it in the “Calabaza” mining concession, in favour of MINERA PERÚ COPPER S.A.
As you are aware, the mining concession called “Calabaza” was jointly owned by DUVAZ and you, DUVAZ being granted the rights and shares of one aliquot equivalent to 33.33% of the aforementioned concession.
By virtue of the transfer made, MINERA PERÚ COPPER S.A. is now the holder of the above-mentioned aliquot equivalent to 33.33% of the mining concession called “Calabaza”. This transfer has been registered in [·] (2)
Any notice, request, consent or other communication to be sent in relation to this letter must be issued in writing as follows:
Messrs.
Sociedad Minera Austria Duvaz S.A.C.
Attention: Jaime Rodriguez Mariátegui Proaño
Av. José Gálvez Barrenechea 925, San Borja
LIMA 41 – PERU
|
CC : |
|
Minera Perú Copper S.A. |
|
|
|
Attention: Charles Graham Preble |
|
|
|
Av. San Borja Norte 1302, San Borja |
|
|
|
LIMA 41 – PERU |
The communications sent to addresses and persons other than those mentioned herein shall be considered as if they would have not been executed.
(2) Details of the filing with the Public Records Office.
79
Sincerely yours,
[·]
SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C.
80
EXHIBIT P-2
FORM OF
NOTICE FOR EXERCISING OF THE RIGHT OF REVOCATION
OF THE CO-OWNERS OF THE CONCESSIONS DETAILED IN POINTS 2.2 (a) (ii)
AND 2.2 (a) (iii) (“LA DEMÓOCRATA”
AND “MARIA CELINA”)
NOTICE
Pursuant to the provisions set forth in Section 1596 of the Civil Code, we hereby inform the heirs of Tomás MARSANO GUTIÉRREZ and Clotilde CAMPODÓNICO Vda. DE MARSANO: Ernesto LEGUIA SERVAT, Carlos LEGUlA SERVAT, Tomás LEGUlA SERVAT, Rossana LEGUlA SERVAT, Tomás Héctor MATTELLINI MARSANO, Raymundo MORALES DASSO, Delia REVOREDO MARSANO, Jaime REVOREDO MARSANO. Susana LA ROSA Vda. DE DEACON, Luis A. DEACON LA ROSA, Maria Catalina ILICH Vda, DE DEACON, Gustavo DEACON ILICH, Alejandro DEACON ILICH, Maria Catalina DEACON ILICH, Maria Catalina DEACON ILICH (sic), Maria Clotilde DEACON ILICH, Carlos Eugenio DEACON ILICH, Carmen MARSANO PORRAS, Maria Teresa CONROY DE MARSANO, Andrés MARSANO CONROY, Verónica MARSANO CONROY, Claudia MARSANO CONROY, Violeta DE LA ROSSA Vda. DE MARSANO, Tomás Victor MARSANO DELLA ROSSA, Violeta MARSANO DELLA ROSSA, Enrique MARSANO DELLA ROSSA, Marco Antonio GUEZZI VARGAS, Sandra GARCIA MARSANO, Antonella GUEZZI MARSANO and Matilde MARSANO MIRO QUESADA, the following:
On [·], SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. and SOCIEDAD MINERA CENTENARIO S.A.C. entered into an Agreement for the Transfer of the Title to the aliquots in the “Maria Celina” and “La Demócrata” mining concessions, jointly owned by DUVAZ and the heirs of Tomás MARSANO GUTIÉRREZ and Clotilde CAMPODÓNICO Vda. DE MARSANO, SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. being granted the rights and shares on the 33.33% of each one of the aforementioned mining concessions.
Consequently, by virtue of the transfer made, SOCIEDAD MINERA CENTENARIO S.A.C. is now the holder of the above-mentioned aliquots equivalent to 33.33% of the mining concessions called “Maria Celina” and “La Demócrata”. These transfers have been registered in [·](3)
Any notice, request, consent or other communication to be sent in relation to this notice must be issued in writing as follows:
Messrs.
Sociedad Minera Austria Duvaz S.A.C.
Attention: Jaime Rodriguez Mariátegui Proaño
Av. José Gálvez Barrenechea 925, San Borja
(3) Details of the filing with the Public Records Office.
81
|
CC : |
|
Sociedad Minera Centenario S.A.C. |
|
|
|
Attention: Juan Pedro Rodriguez Mariátegui Blume |
|
|
|
Charles Graham Preble |
|
|
|
Address: Av. José Gálvez Barrenechea 925, San Borja |
|
|
|
Av. San Borja Norte 1302, San Borja |
|
|
|
LIMA 41 – PERU |
The communications sent to addresses and persons other than those mentioned herein shall be considered as if they would have not been carried out.
Lima, [·], 2006
|
SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. |
|
SOCIEDAD MINERA CENTENARIO S.A.C. |
82
EXHIBIT P-3
FORM OF NOTICE FOR EXERCISING THE
RIGHT OF REVOCATION
OF THE CO-OWNERS OF THE CONCESSION DETAILED IN POINT 3.1 (a1) (i)
(“CALABAZA”)
NOTICE
Pursuant to the provisions set forth in Section 1596 of the Civil Code, we hereby inform the heirs of Tomás MARSANO GUTIÉRREZ and Clotilde CAMPODÓNICO Vda. DE MARSANO: Ernesto LEGUlA SERVAT, Carlos LEGUlA SERVAT, Tomás LEGUlA SERVAT, Rossana LEGUlA SERVAT, Tomás Héctor MATTELLINI MARSANO, Raymundo MORALES DASSO, Delia REVOREDO MARSANO, Jaime REVOREDO MARSANO, Susana LA ROSA Vda. DE DEACON, Luis A. DEACON LA ROSA, Maria Catalina ILICH Vda. DE DEACON, Gustavo DEACON ILICH, Alejandro DEACON ILICH, Maria Catalina DEACON ILICH, Maria Catalina DEACON ILICH (sic), Maria Clotilde DEACON ILICH, Carlos Eugenio DEACON ILICH, Carmen MARSANO PORRAS, Maria Teresa CONROY DE MARSANO, Andrés MARSANO CONROY, Verónica MARSANO CONROY, Claudia MARSANO CONROY, Violeta DE LA ROSSA Vda. DE MARSANO, Tomás Victor MARSANO DELLA ROSSA, Violeta MARSANO DELLA ROSSA, Enrique MARSANO DELLA ROSSA, Marco Antonio GUEZZI VARGAS, Sandra GARCÍA MARSANO, Antonella GUEZZI MARSANO and Matilde MARSANO MIRO QUESADA, the following:
On [·], SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. and MINERA PERÚ COPPER S.A. entered into an Agreement for the Transfer of Assets, which include the aliquots held by DUVAZ in the “Calabaza” mining concession, which were jointly owned by DUVAZ and the heirs of Tomás MARSANO GUTIÉRREZ and Clotilde CAMPODÓNICO Vda. DE MARSANO, SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. being granted the rights and shares on the 33.33% of the aforementioned mining concession.
Consequently, by virtue of the transfer made, MINERA PERÚ COPPER S.A. is now the holder of the above-mentioned aliquot equivalent to the 33.33% of the mining concession called “Calabaza”. This transfer has been registered in [·](4)
Any notice, request, consent or other communication to be sent in relation to this notice must be issued in writing as follows:
Messrs.
Sociedad Minera Austria Duvaz S.A.C
Attention: Jaime Rodriguez Mariátegui Proaño
Address: Av. José Gálvez Barrenechea 925, San Borja
(4) Details of the filing with the Public Records Office.
83
|
CC : |
|
Minera Perú Copper S.A. |
|
|
|
Attention: Charles Graham Preble |
|
|
|
Address: Av. San Borja Norte 1302, San Borja |
The communications sent to addresses and persons other than those mentioned herein shall be considered as if they would have not been carried out.
Lima, [·], 200
|
SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. |
|
MINERA PERÚ COPPER S.A. |
84
EXHIBIT Q
FORM OF AGREEMENT FOR THE TRANSFER OF
SHARE INTERESTS
IN S.M.R.L. JUANITA DE HUANCAYO
You are hereby requested in your capacity as Notary Public to enter in your Notarial Record Book one evidencing the Agreement for the Transfer of Share Interests (the “Agreement”) entered into by and between SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C., identified by Tax ID Number (RUC) 20100102171, with principal place of business for the purposes hereof at Av. José Gálvez Barrenechea 925, San Borja, acting by and through Jaime RODRIGUEZ MARIÁTEGUI PROANO, identified by National Identity Card (DNI) 00000000, and Gonzalo RODRIGUEZ MARIÁTEGUI CANNY, identified by National Identity Card (DNI) 00000000, as per powers of attorney filed on Entry 00000000 of the Registry of Companies in and for Lima and EI Callao (hereinafter “DUVAZ”); and SOCIEDAD MINERA CENTENARIO S.A.C., identified by Tax ID Number (RUC) 20513328223, with principal place of business at Av. Josė Gálvez Barrenechea 925, San Borja, acting by and through Charles Graham PREBLE, identified by Alien ID Card (CE) 000084967, and Juan Pedro RODRÍGUEZ MARIÁTEGUI BLUME, Identified by National Identity Card (DNI) 00000000, as per powers of attorney filed on Entry 00000000 of the Registry of Companies in and for Lima and EI Callao, (hereinafter “CENTENARIO”), under the following terms and conditions:
ONE: Recitals
DUVAZ is the holder of 50% of the share interests of SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA JUANITA DE HUANCAYO, holder of the “Juanita” mining concession, with single code 08001163Y01, with an area of 5.6348 ha., and recorded on Entry 02006655 of the Public Records Office in and for Lima and EI Callao, located in the District of Morococha, Province of Yauli, Department of Junin (the “Share Interests”).
The holder of the remaining 50% of the share interests of SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA JUANITA DE HUANCAYO is VOLCAN COMPANIA MINERA S.A.A.
On March 16, 2006, DUVAZ, MINERA PERÚ COPPER S.A. (“MPC”), a corporation organized in Peru that is a shareholder of CENTENARIO and others, entered into the Master Agreement (hereinafter the “Master Agreement), aimed at regulating the transfer of several mining concessions owned by DUVAZ. As consideration thereof, it was established MPC’s obligation to pay DUVAZ’s obligations to different creditors, as established in Exhibit F to the said Master Agreement (“Exhibit F”), among others.
TWO: Purpose
In accordance with the provisions of Section 202 of the Mining Law, DUVAZ hereby transfers to CENTENARIO the title to the share interests in exchange for the payment
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of the consideration indicated in Article Three, under all other terms and conditions stipulated in the Agreement.
The parties represent that, prior to this transfer, they have offered the Share Interests to VOLCAN COMPANIA MINERA S.A.A. in accordance with the notarized letter that you Mr. Notary are hereby requested to insert herein, in compliance with the provisions of Section 201 of the Mining Law.
THREE: Consideration
The parties hereto agree that, as consideration for the transfer of the Share Interests hereunder, CENTENARIO shall cause MPC to assume obligations before DUVAZ’s creditors up to the amount of US$3,500,000 (Three Million Five Hundred Thousand US Dollars).
The aforementioned consideration to be paid by MPC on account of CENTENARIO shall be furnished to DUVAZ’s creditors within the first six (6) months after the payment obligation is created for MPC with respect to the debts foreseen to be paid during the first year of Exhibit F.
FOUR: Termination
DUVAZ may automatically terminate the transfer of the Share Interests subject matter hereof if MPC fails to promptly pay any of the debts assumed by virtue of the preceding article, for which purpose, it shall suffice that DUVAZ notifies CENTENARIO by means of a notarized letter of its decision to terminate the Agreement.
FIVE: Miscellaneous Provisions
5.1 Waiver of rights
Any non-compliance or delay by one of the parties in exercising any right contemplated herein shall not be deemed a waiver of such right. No waiver of a right contemplated herein shall be considered to have been made, unless such waiver is recorded in writing.
5.2. Notices
Any and all notices, requests, demands and any other communication required by or which may be sent under this Agreement shall be served in writing to the following addresses, fax number (with acknowledgment of receipt) or by registered mail, as follows:
To CENTENARIO
Attention: Charles Graham Preble
Juan Pedro Rodriguez Mariátegui Blume
Address: Av. San Borja Norte 1302, San Borja
Av. José Gálvez Barrenechea 925, San Borja
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Telephone:
Fax:
E-mail:
To DUVAZ
Attention: Jaime Rodriguez-Mariátegui Proańo
Address: Av. José Gálvez Barrenechea 925, San Borja
Telephone:
Fax:
E-mail:
Any change in the address or in any data of the parties shall only take effect if it is notified in writing to the other party at least ten (10) calendar days in advance of the date the change of address must take place.
If any of the requirements set forth in the preceding paragraph is not complied with, the change in address or in data shall not take effect and shall not be enforceable against the parties. Under this assumption, any and all communications and notices are to be sent to the addresses, fax numbers and persons stated in this Point, considering them validly and effectively served.
5.3 Assignment of contract
None of the parties may assign its interest in this Agreement without the prior written consent of the other party.
5.4 Headings
The headings of the Articles have been inserted for convenience only and in no case shall they affect the application or interpretation thereof, since the full text of the Article and the general purpose of this Agreement shall govern.
5.5 Partial Nullity
The invalidity, nullity or voidability of any Article or section hereof shall not affect or impair the enforceability of the remaining Articles hereof. Furthermore, it is the intention of the parties to replace any invalid, ineffective or voidable term, section or Article for a valid and enforceable Article or section in terms that are as similar as possible to those of the Invalid, ineffective or voidable Article or section.
Accordingly, in the event that any section or Article of the Agreement is declared invalid or unenforceable by a competent court, judge, authority or arbitrator, the parties shall agree on their replacement for another valid Article, but with terms and effect that are as similar as possible to those of the original Article.
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SIX: Applicable Law and Jurisdiction
6.1 Applicable Law
This Agreement shall be governed and interpreted in accordance with the laws of the Republic of Peru.
6.2 Applicable Jurisdiction
The parties hereby convene that they shall, through direct negotiation and in good faith, settle any dispute or controversy arising between them in relation to the interpretation, execution, validity or efficacy of this Agreement.
Should the parties in dispute fail to reach an agreement within a term of fifteen (15) calendar days, the dispute shall be settled by De Jure Arbitration, at the request of either party, subject to the following rules:
(a) The arbitration shall be conducted by an arbitration court consisting of three (3) members.
(b) The arbitration shall be conducted in accordance with the Procedural Regulations of the National and International Settlement and Arbitration Center of the Lima Chamber of Commerce (hereinafter the “Center”), and in absence thereof, pursuant to the rules established by the arbitrators.
(c) Each party shall appoint an arbitrator and the third arbitrator shall be appointed by the arbitrators thus designated. The third arbitrator shall preside over the arbitration court.
Failure by either of the parties to appoint their respective arbitrators within a term of ten (10) calendar days as from the date on which they are notified by the other party of their intention to adopt this article, designating their respective arbitrator, the arbitrator shall be appointed by the Center.
Furthermore, failure by the two (2) appointed arbitrators to designate the third arbitrator within a term of ten (10) calendar days, as from the date of appointment of the latter arbitrator, the third arbitrator shall be appointed by the Center.
(d) In the event that a replacement arbitrator needs to be designated for any reason whatsoever, he shall be designated following the same procedure established for the designation of the arbitrator being replaced.
(e) Initially, the fees of the arbitrators must be paid by the parties in equal proportions. After the issue of the arbitration award, the unsuccessful party must reimburse said fees to the other, pursuant to the provisions set forth in
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paragraph (g) of this Article and to the provisions contained in the arbitration award.
Without prejudice to the provisions established in the preceding paragraph, the parties convene that should any counterclaim be filed during the conduction of the arbitration proceeding, to increase the fees initially fixed by the arbitrators, the party proposing such counterclaim must exclusively pay the said additional fees. If the party proposing the counterclaim fails to pay such fees, the arbitration proceeding shall continue its course as if said counterclaim had never been filed.
It is hereby established that should the party proposing the counterclaim be favoured with the issue of the final award, it shall also be entitled to the reimbursement of the additional fees of the arbitrators, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award.
(f) The costs incurred for the production of evidence during the conduction of the proceeding shall be borne by the party offering the evidence, without prejudice to the right to be reimbursed for said costs, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award.
(g) The costs and fees of the arbitration shall be borne by the unsuccessful party, including the fees of the arbitrators, the legal advisors and any other cost or expense derived from the conduction of said proceeding. The arbitration award must include its provisions on this requirement.
(h) The arbitration court shall have a term of ninety (90) business days, as from the date of its installation to issue the respective arbitration award, which shall be final and conclusive. The arbitration court may extend the term to issue the arbitration award for up to thirty (30) additional business days.
The parties may mutually agree to request the arbitration court to order an extension of the proceeding as many times as they may deem pertinent and for the terms that they may deem convenient, in which case, the arbitration court may increase the amount of its fees.
Furthermore, the arbitration court may be entrusted to accurately settle the dispute.
(i) The parties agree that should either of them file a motion to annul or challenge the arbitration award, it will be required to grant a joint and several letter of guarantee issued by a prime bank in favour of the other, in the amount of US$100,000 (One Hundred Thousand US Dollars). The referred Letter of Guarantee shall be granted prior to filing any appeal of this kind and shall remain in force for a minimum of one (1) year and the secured party must renew it in the event that the process for annulment has not ended
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within the original term of the Letter of Guarantee. The Letter of Guarantee shall be kept by a notary public in and for Lima selected by the party granting it. The notary public shall be instructed not to deliver the Letter of Guarantee to the other party, unless a firm and final court ruling has been issued against the party that filed the appeal to challenge the arbitration award.
The letter of guarantee shall be returned to the party that filed the appeal for annulment or challenge, only if it ends with a firm and final court ruling in favour of said party. Otherwise, the letter of guarantee shall be executed in favour of the party that filed no appeal and shall be considered a penalty by the parties. The penalty referred to herein shall not curtail the amount of the damages, costs or fees due to the party who did not file the appeal.
(j) The arbitration shall be conducted in the city of Lima, Peru, and the language to be used in the arbitration proceeding shall be the Spanish language.
Furthermore, the parties agree that should the intervention of the regular judges and courts be mandatory, the parties expressly submit to the jurisdiction of the judges and courts of the judicial district of Lima Cercado, waiving the jurisdiction of their domiciles.
SEVEN: Participation
MPC, identified by Tax ID Number (RUC) 20506675457, with principal place of business at Av. San Borja Norte 1302, San Borja, acting by and through Charles Graham PREBLE, identified by Alien ID Card (CE) 000084967 and Luis Alfredo DE OLAZÁVAL OVIEDO, identified by National Identity Card (DNI) 00000000, as per powers of attorney recorded on Entry 00000000 of the Registry of Companies in and for Lima and El Callao, participates in this Agreement to assume the obligation stipulated in Article Three hereof.
You are hereby requested, Mr. Notary, to add the clauses provided for by law, serving notice to the Public Records Office for registration thereof.
Signed in Lima, on [•], 2006
CENTENARIO
Representatives:
Charles Graham Preble
Juan Pedro Rodriguez Mariátegui Blume
DUVAZ
Representatives:
Jaime Rodriguez Mariátegui Proaňo
Gonzalo Rodriguez Mariátegui Canny
MPC
Representatives:
Charles Graham Preble
Luis Alfredo de Olazábal Oviedo
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LIST OF APPENDICES
APPENDIX A: Description of the Assets
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EXHIBIT R
FORM OF AGREEMENT FOR THE TRANSFER OF
ALIQUOTS OF
THE “LA DEMÓCRATA” AND “MARÍA CELINA” CONCESSIONS
You are hereby requested in your capacity as Notary Public to enter in your Notarial Record Book one evidencing the Agreement for the Transfer of Mining Concessions (the “Agreement”) entered into by and between SOCIEDAD MlNERA AUSTRIA DUVAZ S.A.C., identified by Tax ID Number (RUC) 20100102171, with principal place of business for the purposes hereof at Av. José Gálvez Barrenechea 925, San Borja, acting by and through Jaime RODRÍGUEZ MARIÁTEGUI PROAŃO, identified by National Identity Card (DNI) 00000000, and Gonzalo RODRÍGUEZ MARlÁTEGUI CANNY, identified by National Identity Card (DNI) 00000000, as per powers of attorney recorded on Entry 00000000 of the Registry of Companies in and for Lima and EI Callao, and specifically in the Minutes of the Shareholders’ Meeting, dated [·], (hereinafter “DUVAZ”); and SOCIEDAD MINERA CENTENARIO S.A.C., identified by Tax ID Number (RUC) [·], with principal place of business at Av. José Gálvez Barrenechea 925, San Borja, acting by and through Charles Graham PREBLE, identified by Alien ID Card (CE) 000084967, as per power of attorney specifically granted for that purpose as evidenced in the Minutes of the Shareholders’ Meeting dated [·], (hereinafter “CENTENARIO”), under the following terms and conditions:
ONE: Recitals
DUVAZ is the holder of 33.33% of the “Maria Celina” mining concession, with single code 08001986X01, with an area of 5.0707 ha. and recorded on Entry 02006887 of the Public Records Office in and for Lima and EI Callao, and of 33.33% of the “La Demócrata” mining concession, with single code 08002016X01, with an area of 1.9955 ha. and recorded on Entry 02006533 of the Public Records Office in and for Lima and EI Callao, both located in the District of Morococha, Province of Yauli, Department of Junín (all aliquots held by DUVAZ in the “Maria Celina” and “La Demócrata” mining concessions, hereinafter, the “Aliquots”).
The holder of the remaining 66.66% of the “Maria Celina” mining concession is SUCESIÓN TOMÁS MARSANO GUTIÉRREZ. The other co-owners of the “La Demócrata” mining concession form part of SUCESlÓN TOMÁS MARSANO GUTIÉRREZ (33.33%) and of SUCESlÓN TOMÁS MARSANO CAMPODÓNICO (33.33%).
On March 16, 2006, DUVAZ, MINERA PERÚ COPPER S.A. (“MPC”), a corporation organized in Peru that is shareholder of CENTENARIO and others, entered into the Master Agreement (hereinafter the “Master Agreement) aimed at regulating the transfer of several mining concessions owned by DUVAZ. As consideration thereof, it was established MPC’s obligation to pay DUVAZ’s obligations to different creditors, as set forth in Exhibit F to the said Master Agreement (“Exhibit F”), among others.
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TWO: Purpose
In accordance with the provisions of Section 164 of the Mining Law, DUVAZ hereby transfers to CENTENARIO the title to the Aliquots in exchange for the payment of the consideration indicated in Article Three, under all other terms and conditions stipulated in the Agreement.
THREE: Consideration
The parties hereto agree that, as consideration for the execution of this Agreement, CENTENARIO shall cause MPC to pay DUVAZ’s creditors the amount of US$450,000 (Four Hundred and Fifty Thousand US Dollars) for the transfer of all aliquots owned by DUVAZ corresponding to the “Maria Celina” mining concession, and the amount of US$190,000 (One Hundred Ninety Thousand US Dollars) for the transfer of all aliquots owned by DUVAZ corresponding to the “La Demócrata” mining concession.
The aforementioned consideration to be paid by MPC on account of CENTENARIO shall be furnished to DUVAZ’s creditors within the first six (6) months after the payment obligation is created for MPC with respect to the debts foreseen to be paid during the first year of Exhibit F, under the terms of the Master Agreement.
DUVAZ expressly waives the legal mortgage that may be established on the Aliquots of the concessions subject matter of this transfer.
FOUR: Termination
DUVAZ may automatically terminate the transfer of the Aliquots of any of or both mining concessions subject matter hereof if MPC fails to promptly pay any of the debts assumed by virtue of the preceding article, in accordance with the terms of the Master Agreement, for which purpose, it shall suffice that DUVAZ notifies CENTENARIO by means of a notarized letter of its decision to terminate the Agreement.
FIVE: Miscellaneous Provisions
5.1 Waiver of rights
Any non-compliance or delay by one of the parties in exercising any right contemplated herein shall not be deemed a waiver of such right. No waiver of a right contemplated herein shall be considered to have been made, unless such waiver is recorded in writing.
5.2. Notices
Any and all notices, requests, demands and any other communication required by or which may be sent under this Agreement shall be served in writing to the following addresses, fax number (with acknowledgment of receipt) or by registered mail, as follows:
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To CENTENARIO
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Attention: |
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Charles Graham Preble |
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Address: |
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Av. San Borja Norte 1302, San Borja |
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Telephone: |
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Fax: |
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E-mail: |
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To DUVAZ
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Attention: |
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Jaime Rodriguez-Mariátegui Proaňo |
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Address: |
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Av. José Gálvez Barrenechea 925, San Borja |
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Telephone: |
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Fax: |
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E-mail: |
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Any change in address or in any data of the parties shall only take effect if it is notified in writing to the other party at least ten (10) calendar days in advance of the date the change of address must take place.
If any of the requirements set forth in the preceding paragraph is not complied with, the change in address or in data shall not take effect and shall not be enforceable against the parties. Under this assumption, any and all communications and notices are to be sent to the addresses, fax numbers and persons stated in this Point, considering them validly and effectively served.
5.3 Assignment of contract
None of the parties may assign its interest in this Agreement without the prior written consent of the other party.
5.4 Headings
The headings of the Articles have been inserted for convenience only and in no case shall they affect the application or interpretation thereof, since the full text of the Article and the general purpose of this Agreement shall govern.
5.5 Partial Nullity
The invalidity, nullity or voidability of any Article or section hereof shall not affect or impair the enforceability of the remaining Articles hereof. Furthermore, it is the intention of the parties to replace any invalid, ineffective or voidable term, section or Article for a valid and enforceable Article or section in terms that are as similar as possible to those of the invalid, ineffective or voidable Article or section.
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Accordingly, in the event that any section or Article of the Agreement is declared invalid or unenforceable by a competent court, judge, authority or arbitrator, the parties shall agree on their replacement for another valid Article, but with terms and effect that are as similar as possible to those of the original Article.
SIX: Applicable Law and Jurisdiction
6.1 Applicable Law
This Agreement shall be governed and interpreted in accordance with the laws of the Republic of Peru.
6.2 Applicable Jurisdiction
The parties hereby convene that they shall, through direct negotiation and in good faith, settle any dispute or controversy arising between them in relation to the interpretation, execution, validity or efficacy of this Agreement.
Should the parties in dispute fail to reach an agreement within a term of fifteen (15) calendar days, the dispute shall be settled by De Jure Arbitration, at the request of either party, subject to the following rules:
(a) The arbitration shall be conducted by an arbitration court consisting of three (3) members.
(b) The arbitration shall be conducted in accordance with the Procedural Regulations of the National and International Settlement and Arbitration Center of the Lima Chamber of Commerce (hereinafter the “Center”), and in the absence thereof, pursuant to the rules established by the arbitrators.
(c) Each party shall appoint an arbitrator and the third arbitrator shall be appointed by the arbitrators thus designated. The third arbitrator shall preside over the arbitration court.
Failure by either of the parties to appoint their respective arbitrators within a term of ten (10) calendar days as from the date on which they are notified by the other party of their intention to adopt this article, designating their respective arbitrator, the arbitrator shall be appointed by the Center.
Furthermore, failure by the two (2) appointed arbitrators to designate the third arbitrator within a term of ten (10) calendar days as from the date of appointment of the latter arbitrator, the third arbitrator shall be appointed by the Center.
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(d) In the event that a replacement arbitrator needs to be designated for any reason whatsoever, he shall be designated following the same procedure established for the designation of the arbitrator being replaced.
(e) Initially, the fees of the arbitrators must be paid by the parties in equal proportions. After the issue of the arbitration award, the unsuccessful party must reimburse said fees to the other, pursuant to the provisions set forth in paragraph (g) of this Article and to the provisions contained in the arbitration award.
Without prejudice to the provisions established in the preceding paragraph, the parties convene that, should any counterclaim be filed during the conduction of the arbitration proceeding to increase the fees initially fixed by the arbitrators, the party proposing such counterclaim must exclusively pay the said additional fees. If the party proposing the counterclaim fails to pay such fees, the arbitration proceeding shall continue its course as if said counterclaim had never been filed.
It is hereby established that, should the party proposing the counterclaim be favoured with the issue of the final award, it shall also be entitled to the reimbursement of the additional fees of the arbitrators, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award.
(f) The costs incurred for the production of evidence during the conduction of the proceeding shall be born by the party offering the evidence, without prejudice to the right to be reimbursed for said costs, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award.
(g) The costs and fees of the arbitration shall be borne by the unsuccessful party, including the fees of the arbitrators, the legal advisors and any other cost or expense derived from the conduction of said proceeding. The arbitration award must include its provisions on this requirement.
(h) The arbitration court shall have a term of ninety (90) business days, as from the date of its installation to issue the respective arbitration award, which shall be final and conclusive. The arbitration court may extend the term to issue the arbitration award for up to thirty (30) additional business days.
The parties may mutually agree to request the arbitration court to order an extension of the proceeding as many times as they may deem pertinent and for the terms that they may deem convenient, in which case, the arbitration court may increase the amount of its fees.
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Furthermore, the arbitration court may be entrusted to accurately settle the dispute.
(i) The parties agree that, should either of them file a motion to annul or challenge the arbitration award, it will be required to grant a joint and several letter of guarantee issued by a prime bank in favour of the other, in the amount of US$100,000 (One Hundred Thousand US Dollars). The referred Letter of Guarantee shall be granted prior to filing any appeal of this kind and shall remain in force for a minimum of one (1) year and the secured party must renew it in the event that the process for annulment has not ended within the original term of the Letter of Guarantee. The Letter of Guarantee shall be kept by a notary public in and for Lima selected by the party granting it. The notary public shall be instructed not to deliver the Letter of Guarantee to the other party, unless a firm and final court ruling has been issued against the party that filed the appeal to challenge the arbitration award.
The letter of guarantee shall be returned to the party that filed the appeal for annulment or challenge, only if it ends with a firm and final court ruling in favour of said party. Otherwise, the letter of guarantee shall be executed in favour of the party that filed no appeal and shall be considered a penalty by the parties. The penalty referred to herein shall not curtail the amount of the damages, costs or fees due to the party who did not file the appeal.
(j) The arbitration shall be conducted in the city of Lima, Peru, and the language to be used in the arbitration proceeding shall be the Spanish language.
Furthermore, the parties agree that, should the intervention of the regular judges and courts be mandatory, the parties expressly submit to the jurisdiction of the judges and courts of the judicial district of Lima Cercado, waiving the jurisdiction of their domiciles.
SEVEN: Participation
MPC, identified by Tax ID Number (RUC) 20506675457, with principal place of business at Av. San Borja Norte 1302, San Borja, acting by and through Charles Graham PREBLE, identified by Alien ID Card (CE) 000084967, and Luis Alfredo DE OLAZÁVAL OVIEDO, identified by National Identity Card (DNI) 00000000, as per powers of attorney recorded on Entry 00000000 of the Registry of Companies in and for Lima and EI Callao, participates in this Agreement to assume the obligation stipulated in Article Three hereof.
You are hereby requested, Mr. Notary, to add the clauses provided for by law, serving notice to the Public Records Office for registration thereof.
Signed in Lima, on [·], 2006
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CENTENARIO
Representative:
Charles Graham Preble
MPC
Representatives:
Charles Graham Preble
Luis Alfredo de Olazábal Oviedo
DUVAZ
Representatives:
Jaime Rodriguez Mariátegui Proaňo
Gonzalo Rodríguez Mariátegui Canny
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EXHIBIT S
FORM OF
AGREEMENT FOR THE TRANSFER OF THE
“PILAR” MINING CONCESSION
You are hereby requested in your capacity as Notary Public to enter in your Notarial Record Book one evidencing the Agreement for the Transfer of Mining Concession (the “Agreement”) entered into by and between SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA PILAR DE HUANCAYO, identified by Tax ID Number (RUC) [·], with principal place of business for the purposes hereof at Av. José Gálvez Barrenechea 925, San Borja, acting by and through its Manager Luis RODRIGUEZ MARIÁTEGUI PROAŇO, identified by National Identity Card (DNI) 00000000, as per powers of attorney recorded on Entry [·] of the Registry of Companies in and for Lima and El Callao, and specifically in the Minutes of the Members’ Meeting of SOCIEDAD MINERA DE RESPONSABILIDAD LIMITADA PILAR DE HUANCAYO, dated [·] 2006, (hereinafter “PILAR DE HUANCAYO”); and SOCIEDAD MINERA CENTENARIO S.A.C., Identified by Tax ID Number (RUC) [·], with principal place of business at Av. José Gálvez Barrenechea 925, San Borja, acting by and through Charles Graham PREBLE, identified by Alien ID Card (CE) 000084967, Luis RODRÍGUEZ MARIÁTEGUI CANNY, identified by National Identity Card (DNI) 00000000 and Juan Pedro RODRIGUEZ MARIÁTEGUI BLUME, identified by National Identity Card (DNI) 00000000, as per powers of attorney recorded on Entry [·] of the Registry of Companies in and for Lima and EI Callao, (hereinafter “CENTENARIO”), under the following terms and conditions:
ONE: Recitals
PILAR DE HUANCAYO is the holder of the “Pilar” mining concession, with single code 08000749Y01, with an area of 4.1075 ha. and recorded on Entry 02006532 of the Public Records Office in and for Lima and EI Callao, located in the District of Morococha, Province of Yauli, Department of Junin (hereinafter the “Mining Right”).
On March 16, 2006, SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. (“DUVAZ”), MINERA PERÚ COPPER S.A. (“MPC”), a corporation organized in Peru that is shareholder of CENTENARIO and others, entered into a Master Agreement, hereinafter the “Master Agreement” aimed at regulating the transfer of several mining concessions.
TWO: Purpose
In accordance with the provisions of Section 164 of the Mining Law, PILAR DE HUANCAYO hereby transfers to CENTENARIO the title to the Mining Right in exchange for the payment of the consideration indicated in Article Three, under all other terms and conditions stipulated in the Agreement.
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THREE: Consideration
The parties hereto agree that, as consideration for the execution of this Agreement, CENTENARIO shall pay PILAR DE HUANCAYO the amount of US$20,000 (Twenty Thousand US Dollars) for the transfer of the Mining Right. This consideration shall be paid to DUVAZ in its capacity as creditor of PILAR DE HUANCAYO.
The aforementioned consideration to be paid by MPC on account of CENTENARIO shall be furnished to DUVAZ’s creditors within the first six (6) months after the payment obligation is created for MPC with respect to the debts foreseen to be paid during the first year of Exhibit F, under the terms of the Master Agreement.
FOUR: Representation and termination
4.1 PILAR DE HUANCAYO represents that, for the purposes of this transfer, it has complied with all the formalities required in Section 199 of the Mining Law.
4.2 On the other hand, it is hereby understood that DUVAZ may automatically terminate the transfer of the concession subject matter hereof if MPC fails to promptly pay any of the debts assumed by virtue of the preceding article, in accordance with the terms of the Master Agreement, for which purpose, it shall suffice that PILAR DE HUANCAYO notifies CENTENARIO by means of a notarized letter of its decision to terminate the Agreement.
FIVE: Miscellaneous Provisions
5.1 Waiver of rights
Any non-compliance or delay by one of the parties in exercising any right contemplated herein shall not be deemed a waiver of such right. No waiver of a right contemplated herein shall be considered to have been made, unless such waiver is recorded in writing.
5.2. Notices
Any and all notices, requests, demands and any other communication required by or which may be sent under this Agreement shall be served in writing to the following addresses, fax number (with acknowledgment of receipt) or by registered mail, as follows:
To CENTENARIO
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Attention: |
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Charles Graham Preble |
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Juan Pedro Rodriguez Mariátegui Blume |
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Address: |
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Av. San Borja Norte 1302, San Borja |
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Av. José Gálvez Barrenechea 925, San Borja |
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Telephone: |
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Fax: |
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E-mail: |
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To PILAR DE HUANCAYO
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Attention: |
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Luis Rodríguez Mariátegui Proaňo |
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Address: |
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Av. José Gálvez Barrenechea 925, San Borja |
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Telephone: |
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Fax: |
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E-mail: |
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Any change in the address or in any data of the parties shall only take effect if it is notified in writing to the other party at least ten (10) calendar days in advance of the date the change of address must take place.
If any of the requirements set forth in the preceding paragraph is not complied with, the change in address or in data shall not take effect and shall not be enforceable against the parties. Under this assumption, any and all communications and notices are to be sent to the addresses, fax numbers and persons stated in this Point, considering them validly and effectively served.
5.3 Assignment of contract
None of the parties may assign its interest in this Agreement without the prior written consent of the other party.
5.4 Headings
The headings of the Articles have been inserted for convenience only and in no case shall they affect the application or interpretation thereof, since the full text of the Article and the general purpose of this Agreement shall govern.
5.5 Partial Nullity
The invalidity, nullity or voidability of any Article or section hereof shall not affect or impair the enforceability of the remaining Articles hereof. Furthermore, it is the intention of the parties to replace any invalid, ineffective or voidable term, section or Article for a valid and enforceable Article or section in terms that are as similar as possible to those of the invalid, ineffective or voidable Article or section.
Accordingly, in the event that any section or Article of the Agreement is declared invalid or unenforceable by a competent court, judge, authority or arbitrator, the parties shall agree on their replacement for another valid Article, but with terms and effect that are as similar as possible to those of the original Article.
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SIX: Applicable Law and Jurisdiction
6.1 Applicable Law
This Agreement shall be governed and interpreted in accordance with the laws of the Republic of Peru.
6.2 Applicable Jurisdiction
The parties hereby convene that they shall, through direct negotiation and in good faith, settle any dispute or controversy arising between them in relation to the interpretation, execution, validity or efficacy of this Agreement.
Should the parties in dispute fail to reach an agreement within a term of fifteen (15) calendar days, the dispute shall be settled by De Jure Arbitration, at the request of either party, subject to the following rules:
(a) The arbitration shall be conducted by an arbitration court consisting of three (3) members.
(b) The arbitration shall be conducted in accordance with the Procedural Regulations of the National and International Settlement and Arbitration Center of the Lima Chamber of Commerce (hereinafter the “Center”), and in the absence thereof, pursuant to the rules established by the arbitrators.
(c) Each party shall appoint an arbitrator and the third arbitrator shall be appointed by the arbitrators thus designated. The third arbitrator shall preside over the arbitration court.
Failure by either of the parties to appoint their respective arbitrators within a term of ten (10) calendar days as from the date on which they are notified by the other party of their intention to adopt this article, and designating their respective arbitrator, the arbitrator shall be appointed by the Center.
Furthermore, failure by the two (2) appointed arbitrators to designate the third arbitrator within a term of ten (10) calendar days as from the date of appointment of the latter arbitrator, the third arbitrator shall be appointed by the Center.
(d) In the event that a replacement arbitrator needs to be appointed for any reason whatsoever, he shall be designated following the same procedure fixed for the designation of the arbitrator being replaced.
(e) Initially, the fees of the arbitrators must be paid by the parties in equal proportions. After the issue of the arbitration award, the unsuccessful
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party must reimburse said fees to the other, pursuant to the provisions set forth in paragraph (g) of this Article and to the provisions contained in the arbitration award.
Without prejudice to the provisions established in the preceding paragraph, the parties convene that, should any counterclaim be filed during the conduction of the arbitration proceeding to increase the fees initially fixed by the arbitrators, the party proposing such counterclaim must exclusively pay the said additional fees. If the party proposing the counterclaim fails to pay such fees, the arbitration proceeding shall continue its course as if said counterclaim had never been filed.
It is hereby established that, should the party proposing the counterclaim be favoured with the issue of the final award, it shall also be entitled to the reimbursement of the additional fees of the arbitrators, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award.
(f) The costs incurred for the production of evidence during the conduction of the proceeding shall be borne by the party offering the evidence, without prejudice to the right to be reimbursed for said costs, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award.
(g) The costs and fees of the arbitration shall be borne by the unsuccessful party, including the fees of the arbitrators, the legal advisors and any other cost or expense derived from the conduction of said proceeding. The arbitration award must include its provisions on this requirement.
(h) The arbitration court shall have a term of ninety (90) business days, as from the date of its installation to issue the respective arbitration award, which shall be final and conclusive. The arbitration court may extend the term to issue the arbitration award for up to thirty (30) additional business days.
The parties may mutually agree to request the arbitration court to order an extension of the proceeding as many times as they may deem pertinent and for the terms that they may deem convenient, in which case, the arbitration court may increase the amount of its fees.
Furthermore, the arbitration court may be entrusted to accurately settle the dispute.
(i) The parties agree that should either of them file a motion to annul or challenge the arbitration award, it will be required to grant a joint and several letter of guarantee issued by a prime bank in favour of the other, in the amount of US$10,000 (Ten Thousand US Dollars). The referred Letter of Guarantee shall be granted prior to filing any appeal of this kind and shall remain in force for a minimum of one (1) year and the secured party must
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renew it in the event that the process for annulment has not ended within the original term of the Letter of Guarantee. The Letter of Guarantee shall be kept by a notary public in and for Lima selected by the party granting it. The notary public shall be instructed not to deliver the Letter of Guarantee to the other party, unless a firm and final court ruling has been issued against the party that filed the appeal to challenge the arbitration award.
The letter of guarantee shall be returned to the party that filed the appeal for annulment or challenge, only if it ends with a firm and final court ruling in favour of said party. Otherwise, the letter of guarantee shall be executed in favour of the party that filed no appeal and shall be considered a penalty by the parties. The penalty referred to herein shall not curtail the amount of the damages, costs or fees due to the party who did not file the appeal.
(j) The arbitration shall be conducted in the city of Lima, Peru, and the language to be used in the arbitration proceeding shall be the Spanish language.
Furthermore, the parties agree that, should the intervention of the regular judges and courts be mandatory, the parties expressly submit to the jurisdiction of the judges and courts of the judicial district of Lima Cercado, waiving the jurisdiction of their domiciles.
SEVEN: Participation
MPC, identified by Tax ID Number (RUC) 20506675457, with principal place of business at Av. San Borja Norte 1302, San Borja, acting by and through Charles Graham PREBLE, identified by Alien ID Card (CE) 000084967, and Luis Alfredo DE OLAZÁVAL OVIEDO, idenlified by National Identity Card (DNI) 00000000, as per powers of attorney recorded on Entry 00000000 of the Registry of Companies in and for Lima and EI Callao, participates in this Agreement to assume the obligation stipulated in Article Three hereof.
SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C., identified by Tax ID Number (RUC) 20100102171, with principal place of business at Av. José Gálvez Barrenechea 925, San Borja, acting by and through Jaime RODRIGUEZ MARIÁTEGUI PROAŇO, identified by National Identity Card (DNI) 00000000 and Gonzalo RODRIGUEZ MARIÁTEGUI CANNY, identified by National Identity Card (DNI) 00000000, as per powers of attorney recorded on Entry 00000000 of the Registry of Companies in and for Lima and EI Callao, (hereinafter “DUVAZ”) also participates in this Agreement.
You are hereby requested, Mr. Notary, to add the clauses provided for by law, serving notice to the Public Records Office for registration thereof.
Signed in Lima, on [·], 2006
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CENTENARIO |
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Representative: |
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Charles Graham Preble |
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Luis Rodriguez Mariátegui Canny |
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Juan Pedro Rodríguez Mariátegui Blume |
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MPC |
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Representatives: |
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Charles Graham Preble |
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Luis Alfredo de Olazábal Oviedo |
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PILAR DE HUANCAYO |
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Representatives: |
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Luis Rodríguez Mariátegui Proaňo |
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DUVAZ |
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Jaime Rodríguez Mariátegui Proaňo |
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Gonzalo Rodríguez Mariátegui Canny |
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EXHIBIT T
LIST OF MEMBERS OF
THE SUCCESSION THAT IS CO-OWNER OF THE
CONCESSIONS LISTED IN POINTS 2.2.(a)(ii) AND 2.2.(a)(iii) (“LA DEMOCRATA”
AND “MARÍA CELINA”
– Ernesto Leguía Servat
– Carlos Leguía Servat
– Tomas Leguía Servat
– Rossana Leguía Servat
– Tomas Héctor Mattellini Marsano
– Jaime Revoredo Marsano
– Susana La Rosa Vda. De Deacon
– Luis A. Deacon La Rosa
– Maria Catalina Llich Vda. De Deacon
– Gustavo Deacon Llich
– Alejandro Deacon Llich
– Maria Catalina Deacon Llich
– Maria Catalina Deacon Llich
– Maria Clotilde Deacon Llich
– Carlos Eugenio Deacon Llich
– Carmen Marsano Porras
– Maria Teresa Conroy de Marsano
– Andrés Marsano Conroy
– Verónica Marsano Conroy
– Claudia Marsano Conroy
– Violeta de la Rossa Vda. De Marsano
– Tomas Victor Marsano della Rossa
– Violeta Marsano della Rossa
– Enrique Marsano della Rossa
– Marco Antonio Guezzi Vargas
– Sandra Garcia Marsano
– Antonella Guezzi Marsano
– Matilde Marsano Miro Quesada
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Exhibit E to the Stock Purchase Agreement
Escrow Account Agreement
This escrow account agreement (the “Escrow Agreement”) is entered into by and between:
a) Jaime RODRÍGUEZ MARIÁTEGUI BLUME, identified by National Identity Card (DNI) 00000000, with usual residence at Calle La Joya 175, Tambo de Monterrico, Surco, and Luis RODRÍGUEZ MARIÁTEGUI CANNY, identified by National Identity Card (DNI) 00000000, with usual residence at Calle Miguel Aljovin 530, Surco (collectively referred to as the “Sellers”);
b) Minera Perú Copper S.A., with Tax ID Number (RUC) 20506675457, and principal place of business at Av. San Borja Norte 1302, San Borja, acting by and through Charles Graham PREBLE, identified by Alien ID Card (CE) 000084967, and H.H. Eric PEITZ, identified by Alien ID Card (CE) 000190392, as per powers of attorney recorded on Entry 11532703 of the Registry of Companies in and for Lima and El Callao (“MPC”); and,
c) [BANK], with Tax ID Number (RUC) [·], and principal place of business at [·], acting by and through Messrs. [·] as per powers of attorney recorded on Entry of the [·] Registry of Companies in and for Lima and El Callao (the “Bank”).
Sociedad Minera Austria Duvaz S.A.C., with Tax ID Number (RUC) 20100102171, and principal place of business for the purpose hereof at Av. José Gálvez Barrenechea N° 925, San Borja, acting by and through Jaime RODRÍGUEZ MARIÁTEGUI PROANO, identified by National Identity Card (DNI) 00000000, and Gonzalo RODRÍGUEZ MARIÁTEGUI CANNY, identified by National Identity Card (DNI) 00000000, as per powers of attorney recorded on Entry 00000000 of the Registry of Companies in and for Lima and El Callao (“Duyaz”), participates in this Escrow Agreement with the purpose of stating its acceptance of all the representations and stipulations containing obligations it shall assume.
Melissa Gabriela PATRONI DEDEKIND, identified by National Identity Card (DNI) 00000000, spouse of Jaime RODRÍGUEZ MARIÁTEGUI BLUME, also participates in this Escrow Agreement with the purpose of stating her acceptance of all the terms and conditions of this Escrow Agreement.
I. RECITALS
This Escrow Agreement is entered into within the framework and with the purpose described below:
a) Under the stock purchase agreement entered into on [·] (hereinafter the “Stock Purchase Agreement”), the Sellers transferred to MPC nine thousand nine hundred (9,900) Class A shares (“Class A Shares”) representing 99% of the capital stock of the company Minera Centenario S.A.C. (“Minera Centenario”).
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Said agreement was entered into as part of a global agreement among
Duvaz, MPC and the Sellers, among others, on
March 16, 2006 (the “Master Agreement”).
b) As provided in the second paragraph of Point 5.2 of the Stock Purchase Agreement, MPC and the Sellers agreed that, should MPC be obliged under the terms of said agreement to pay the last instalment of the purchase price indicated in Article Four, Point 4.2, Item (v) of the Stock Purchase Agreement and if, as of such date, it has not yet notified its decision to exercise or not the option contemplated in the option agreement entered into on [·] by and between Duvaz and MPC (the “Option Agreement”), then a part or the total of such instalment shall be deposited in the Escrow Account (as the term “Escrow” is defined in Article III(a) hereof), under the terms and conditions established in Article Five of the Stock Purchase Agreement and the provisions of this Escrow Agreement.
c) This Escrow Agreement is, therefore, entered into with the purpose of establishing the conditions for the administration of the Escrow Account (as the term “Escrow” is defined in Article III(a) hereof), whose funds shall be applied to the payment of the purchase price indicated in Article Four, Point 4.2 of the Stock Purchase Agreement and, if required, to allow for the adjustments to said price, as established in Article Five of the Stock Purchase Agreement, as well as in Articles Five and Six of the Master Agreement.
d) This Escrow Agreement regulates the performance of various obligations established in the Master Agreement and in the Stock Purchase Agreement, without it being understood that any reference to Article Five of the Stock Purchase Agreement in the different sections of this Escrow Agreement, as well as to Articles Five and Six of the Master Agreement, shall be understood as limitative of any other obligations contemplated in those agreements. It is the express intention of the parties that this Escrow Agreement supplements the purpose sought by the parties through the execution of the Master Agreement and its supplemental instruments, of which this Escrow Agreement forms an integral part. For the avoidance of doubt, in case of conflict between the provisions established herein and the provisions established in the Master Agreement or in the Stock Purchase Agreement, the provisions of the Master Agreement shall prevail first, then the provisions of the Stock Purchase Agreement and finally the provisions of this Escrow Agreement.
II. PURPOSE
The Sellers and MPC hereby agree that, in consideration of the mutual pacts and covenants established in the Master Agreement and in the Stock Purchase Agreement, the Bank shall hold the Deposit (as such term is defined in Article III (b) of this Escrow Agreement) in custody, in accordance with and subject to the Instructions (Article Three of this Escrow Agreement) and to the Terms and Conditions (Article Four of this Escrow Agreement).
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III. INSTRUCTIONS
(a) The Escrow Account
MPC and the Sellers hereby request the Bank to open a Current Account in United States Dollars (the “Escrow Account”), whose holder shall be MPC. However, MPC and the Sellers expressly state that said holding does not confer upon MPC any right whatsoever to withdraw or make use of the funds deposited in the Escrow Account, except as provided in this Escrow Agreement.
(b) The Deposit
The amount from the last instalment of the purchase price mentioned in Article Four, Point 4.2, Item (v) of the Stock Purchase Agreement that MPC must deposit in the Escrow Account, shall be determined based on the following considerations:
(i) If the results of the environmental baseline assessment and the labour audit referred to in the first paragraph of Article Five, Point 5.2 of the Stock Purchase Agreement as a whole determine that as of such date there are costs or liabilities for up to US$500,000 (Five Hundred Thousand US Dollars), then, upon the maturity of the last instalment of the transfer price of Class A Shares, MPC shall deposit in the Escrow Account the amount of US$666,666,67 (Six Hundred and Sixty-Six Thousand Six Hundred and Sixty Six and 67/100 US Dollars) corresponding to the last instalment of the purchase price of the Class A Shares.
(ii) If the results of the environmental baseline assessment and the labour audit referred to in the first paragraph of Point 5.2 of Article Five of the Stock Purchase Agreement as a whole determine that as of such date there are costs or liabilities above US$500,000 (Five Hundred Thousand US Dollars), then, upon the maturity of the last instalment of the transfer price of Class A Shares, MPC shall deposit in the Escrow Account the full amount corresponding to the last instalment of the purchase price of Class A Shares.
The parties expressly state that the amount deposited by MPC in the Escrow Account as provided in Items (i) or (ii) above and which shall be under the custody of the Bank, pursuant to the terms and conditions established herein, shall be deposited with the sole purpose of (1) paying the purchase price indicated in Point 4.2 of Article Four of the Stock Purchase Agreement; and (2) allowing for the adjustments to such price as established in Article Five, Point 5.4 and in Article Six, Point 6.1 of the Master Agreement. For that purpose, neither the Sellers nor MPC shall be entitled to withdraw or dispose of the funds deposited by MPC in the Escrow Account, except as provided in Article III(e) of this Escrow Agreement.
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The amount deposited by MPC in the Escrow Account as indicated in Items (i) or (ii) above plus the interest accrued, minus the charges and maintenance fees, commissions and other concepts deducted by the Bank, shall be referred to as the “Deposit”.
(c) Interest accrued by the Deposit
The Sellers and MPC expressly state that, even though MPC shall be the holder of the Escrow Account, the interest as well as any other amount or right generated by the Deposit shall be held by the Sellers. However, the Sellers and MPC agree that such interest as well as any other remaining funds of the Deposit may be withdrawn by the Sellers only when the Escrow Account is closed by MPC and the Sellers, as provided for herein.
(d) Determination of the existence of environmental and/or labour liabilities
The existence of environmental and/or labour liabilities (as provided in Article Five, Point 5.4 and in Article Six, Point 6.1 of the Master Agreement) in order to determine the adjustments to the purchase price of Class A Shares, shall be determined based on the following:
(i) Within the first three (3) months from the receipt of the notice through which MPC notifies Duvaz of its decision to exercise the option granted by virtue of the Option Agreement, an environmental baseline assessment and a labour audit shall be conducted, as provided in Article Five, Point 5.4 and Article Six, Point 6.1 of the Master Agreement.
By virtue of this Escrow Agreement, MPC and the Sellers undertake to instruct the companies or the persons in charge of conducting the environmental baseline assessment and the labour audit to send their reports simultaneously to MPC, the Sellers and the Bank.
(ii) Notwithstanding the provisions of Item (i) above, within sixty (60) days from the date of execution of the transfer agreement of the concessions and other assets listed in Exhibit A to the Master Agreement (as a result of the exercise of the option granted by virtue of the Option Agreement), MPC and the Sellers bind themselves to request the companies or persons in charge of preparing the environmental baseline assessment and the labour audit indicated in Item (i) above to prepare a new report determining the following: (A) whether the environmental and/or labour liabilities indicated in the environmental baseline assessment and in the labour audit referred to in the foregoing paragraph still subsist or have been rectified by Duvaz; and (B) whether the environmental and/or labour liabilities that still subsist and/or have not been rectified by Duvaz shall be enforceable or not from MPC. The report described in this paragraph shall be referred to as the “Report”. The cost of preparing the Report shall be borne in equal parts by MPC and the Sellers.
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By virtue of this Escrow Agreement, MPC and the Sellers undertake to request the persons in charge of conducting the environmental baseline assessment and the labour audit to send the Report simultaneously to MPC, the Sellers and the Bank.
The parties expressly state that the preparation and purpose of the Report, though not initially agreed by the parties in the Master Agreement, do not contravene the provisions contained in said document, being a supplementary agreement within the purposes sought by the parties through the execution of the Master Agreement, and shall allow for adjustments to the purchase price of the Class A Shares.
(e) Disposal of the Deposit
The Bank may only allow the withdrawal of the funds of the Deposit by the Sellers or MPC based on the following considerations:
(i) If the results of the Report determine that the environmental and/or labour liabilities still subsist (and/or have not been rectified by Duvaz) as of the date of issuance of the Report, and that as of such date those liabilities are enforceable from MPC. then, MPC shall be entitled to make the adjustments to the purchase price of Class A Shares, in the terms and conditions established in Article Five, Point 5.4 and Article Six, Point 6.1 of the Master Agreement.
In order to make the adjustments indicated in the foregoing paragraph, within five (5) days from the date of notification of the Report to MPC, the Sellers and the Bank, the Sellers and MPC shall send a joint notice to the Bank authorizing MPC to withdraw from the Escrow Account the amount of the environmental and labour liabilities determined in the Report. Once MPC has withdrawn such funds, the Sellers shall be entitled to withdraw any other remaining funds from the Escrow Account, if any.
If the total amounts indicated in the foregoing paragraph exceed the amount of the Deposit existing at that time in the Escrow Account, the Sellers and MPC shall send a joint notice to the Bank, within the same term stated in the preceding paragraph, authorizing MPC to withdraw the full amount of the Deposit in the Escrow Account, without prejudice to the rights contemplated in the Master Agreement in favour of MPC in order to allow for the collection of the unpaid excess amount.
It is expressly placed on record that the Bank may not raise observations against the contents of the notice sent under the provisions of this Article III(e)(i), the Bank being obliged to allow MPC to withdraw from the Escrow Account the amount specified in said notice.
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(ii) If the results of the Report determine that the environmental and/or labour liabilities no longer exist (and/or have been rectified by Duvaz) as of the date of issuance of the Report, or that the liabilities that may still exist at that time are not enforceable from MPC, then, the Sellers shall be entitled to withdraw the full amount deposited in the Escrow Account.
In order to withdraw the full amount deposited in the Escrow Account, within five (5) days from the date of notification of the Report to MPC, the Sellers and the Bank, the Sellers and MPC shall send a joint notice to the Bank authorizing the Sellers to withdraw the full amount of the Deposit.
It is expressly certified that the Bank may not raise observations against the contents of the notice sent under the provisions of this Article III(e)(ii), the Bank being bound to allow the Sellers to withdraw from the Escrow Account the full amount of the Deposit.
(iii) If, upon expiration of the five (5)-day term indicated in Items (i) or (ii), either party fails to send the notices referred to in the foregoing items, as the case may be, the other party shall be entitled to send the Bank the corresponding notice. The party that sends such notice shall enclose a document evidencing that the other party was requested to sign the letter in the terms set forth in Items (i) or (ii), as the case may be. On the same date, the party that sends the notice to the Bank shall send the other party a copy of such notice.
In this case, in order to allow the withdrawal of the funds of the Deposit, the Bank shall:
(1) Verify that: (A) the five (5)-day term stipulated in Items (i) or (ii) above, as the case may be, has expired; and (B) the other party was requested to jointly sign the notice in the terms indicated in the Items referred to hereinabove.
(2) Verify that the amount requested for withdrawal from the Escrow Account is consistent with the Report that was sent to it by the companies or the persons in charge of preparation thereof, as provided for in Article III, paragraph (d), Item (ii) hereof; and
(3) Comply at all tmes with the provisions established by MPC and the Sellers under this Article III, item (e). For the avoidance of doubt, the Sellers and MPC expressly place on record that:
(A) In no case may MPC withdraw from the Escrow Account an amount in excess of the one indicated in the Report; and
(B) the Sellers may withdraw the full amount of the Deposit only if the Report determines that (A) there are no environmental
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and/or labour liabilities (and/or they have been rectified) or that (B) the liabilities that may still exist are not enforceable from MPC.
Within three (3) days from the receipt of the notice referred to in this Article III, paragraph (e), item (iii), the Bank shall notify the parties of its decision (duly supported) to allow or not to allow the withdrawal of the amount requested from the Escrow Account, based on the considerations indicated in this Article III, paragraph (e), item (iii).
Should either party disagree with the decision of the Bank, it may request that such dispute be settled through arbitration, as provided for in Article V, paragraph (b) of this Escrow Agreement.
(f) Consideration
On the date of execution of this Escrow Agreement and after the Escrow Account has been opened by the Bank, the consideration that the Sellers and MPC shall pay to the Bank in equal parts (at the rate of 50% each) shall be USD [·], which shall be payable just once. Such fee includes the total amount of the commissions, expenses and payments incurred by the Bank, in the performance of the obligations contemplated in this Escrow Agreement.
[Specify other payment method, as agreed with the Bank]
IV. TERMS AND CONDITIONS
(a) The duties, responsibilities and obligations of the Bank shall be limited to those expressly established herein, it being understood that no duty, responsibility or obligation shall be inferred or deduced as implicit. The Bank shall not be obliged to perform or review any other agreement entered into by and between the Sellers and MPC or any agreement to which any of such entities is a party, notwithstanding the fact that reference has been made to it herein.
It is clearly established that, in order to comply with the provisions of Article I, paragraph (d) of this Escrow Agreement and for the provisions contained in the Master Agreement to prevail first and then the provisions of the Stock Purchase Agreement and finally the provisions of this Escrow Agreement, the Bank shall have been notified by at least one of the parties about the existence of contradictions and shall wait for a written notice from both parties clearly indicating the way how such contradiction has been settled and the instructions related thereto.
(b) The amounts deposited in the Escrow Account shall be for the exclusive benefit of the Sellers and shall be transferred only as provided in this Escrow Agreement. It is expressly established that this document does not grant, whether expressly or implicitly, any right or remedy whatsoever to any other individual or legal entity.
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(c) The Bank shall not be liable for the actions taken by MPC or the Sellers or for those not taken by them, or for the losses or damages resulting from such actions, or for the performance or non-performance of their corresponding duties hereunder, except in case of ordinary negligence, gross negligence or willful misconduct by the Bank.
(d) In the event that any commission, expense or cost incurred by the Bank or any obligation owed to the Bank or its legal advisor under the terms hereof are not paid in a timely manner, the Bank may not dispose of such amounts in its own favour using the funds of the Deposit.
(e) The Bank shall assume no liability for any omission or for any non-performance of its duties, obligations or responsibilities contemplated herein, resulting from an event considered as an act of God or force majeure.
(f) The Bank shall provide the Sellers and MPC with monthly account statements indicating the funds of the Deposit. Each of those statements shall be considered correct and final upon their receipt by the Sellers and MPC, unless the Bank receives a written notice from the Sellers or MPC questioning or challenging said account statements within thirty (30) calendar days from the date of receipt of such account statements.
(g) The Bank shall provide to the Deposit the same care it provides to other similar assets.
(h) The Sellers and MPC shall defend, indemnify and hold the Bank harmless from any claim, loss, actions, liabilities, costs, damages or expenses (including reasonable court costs and attorney’s fees) (collectively referred to as the “Losses”) arising from or related to the administration and performance of this Escrow Agreement. However, the parties agree that none of the provisions contained herein shall entitle the Bank to any indemnification for Losses arising from the gross negligence or wilful misconduct of the Bank.
(i) The Sellers and MPC (jointly) may remove the Bank at any time through a written notice served thirty (30) calendar days in advance.
Within fifteen (15) calendar days from the date of receipt of the notice of removal of the Bank, the Sellers and MPC shall agree on the appointment of the successor bank. Upon the appointment of the successor bank, the Bank shall deliver to the successor bank the full amount of the Deposit maintained as of such date by virtue of this Escrow Agreement, and MPC and the Sellers shall bear, in equal parts, the costs, taxes and expenses arising from the transfer of such funds.
After the delivery of the Deposit to the successor bank, the Bank shall have no more duties, responsibilities or obligations by virtue hereof.
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(j) Should any ambiguity or uncertainty arise regarding this Agreement or any notice, instruction or other communication received by the Bank by virtue hereof, the Bank may, at its sole discretion, refrain from taking any action, except for retaining the Deposit. Without prejudice to the foregoing, the Bank shall notify the Sellers and MPC of such ambiguity or uncertainty.
(k) The interest as well as any other amount or right generated by the Deposit shall be held by the Sellers, and they may be withdrawn only as provided in Article III, paragraph (c) hereof.
(i) The Bank has no interest whatsoever in the Deposit, acting only as holder of the Deposit and performing the instructions contained herein. The Sellers and MPC (jointly and severally) shall pay all the transfer taxes and other taxes related to the Deposit incurred under this Escrow Agreement. This provision shall survive the termination of this Escrow Agreement or the removal of the Bank.
V. MISCELLANEOUS
(a) This Escrow Agreement shall be governed by and construed pursuant to the laws of the Republic of Peru.
(b) The parties agree that any dispute or controversy arising between them regarding the interpretation, performance, validity or efficacy of this Escrow Agreement shall be solved by the parties in good faith and through direct negotiation.
Should the parties fail to reach an agreement on the dispute within fifteen (15) calendar days, upon request of either party, the dispute shall be settled through de jure arbitration, subject to the following rules:
1. The arbitration shall be conducted by a sole arbitrator who shall be appointed by the National and International Settlement and Arbitration Center of the Lima Chamber of Commerce (hereinafter, the “Centre”).
2. The arbitration shall be conducted pursuant to the Procedural Regulations of the Centre, and in the absence thereof, in accordance with the regulations that the arbitrator may determine.
3. Initially, the fees of the sole arbitrator shall be paid by the parties in equal proportions. After the issuance of the award, the unsuccessful party shall reimburse those fees to the other party, as provided in Point 5 of this Article and pursuant to the provisions contained in the award.
Notwithstanding the provisions of the foregoing paragraph, the parties agree that, should a counterclaim be filed during the arbitration process which leads to an increase the professional fees initially established by the sole arbitrator, such additional fees shall be paid exclusively by the
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party filing the counterclaim. Should the party that files the counterclaim fail to pay such fees, the arbitration shall continue its course as if such counterclaim had been never filed.
It is established that if the party that files the counterclaim becomes the successful party under the award, it shall be entitled also to the reimbursement of the additional fees of the sole arbitrator, as provided in Point 5 of this Article and pursuant to the provisions of the award.
4. The expenses incurred in the production of evidence shall be borne during the arbitration process by the party that offers it, without prejudice to the right of reimbursement of such expenses as provided in Point 5 of this Article and pursuant to the provisions of the award.
5. The expenses and costs of the arbitration shall be borne by the unsuccessful party, including the fees of the sole arbitrator, the fees of the legal advisors and any other cost or expense arising from the arbitration process. The award shall decide this matter.
6. The sole arbitrator shall have ninety (90) business days from his appointment to issue the corresponding award, which shall be final and conclusive. The sole arbitrator may establish an extension of up to thirty (30) additional business days for the issuance of the award.
The parties may, by mutual agreement, request the sole arbitrator to instruct the extension of the process as many times and for the terms as they may deem convenient. In these cases, the sole arbitrator may increase the amount of his fees.
In addition, the sole arbitrator may be entrusted to accurately determine the dispute.
7. The parties agree that, should any of them file a motion to annul or challenge the award in any manner whatsoever, it shall be required to submit a joint and several letter of guarantee issued by a prime bank in favour of the other party for US$100,000 (One Hundred Thousand US Dollars). This letter of guarantee shall be granted prior to filing a motion of this kind and shall remain in force for at least one (1) year; and the secured party shall renew it if the proceeding for annulment has not ended within the original term of the letter of guarantee. The letter of guarantee shall be kept by a notary public in and for Lima appointed by the party granting it. The notary public shall be instructed not to deliver the letter of guarantee to the other party, except in case of final and enforceable resolution against the party who filed the motion for annulment of the award.
This letter of guarantee shall be returned to the party who filed the motion for annulment or challenge only if such proceeding ends with a
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firm and final court ruling in favour of such party. Otherwise, the letter of guarantee shall be executed in favour of the party who did not file any motion and it shall be considered by the parties as a penalty. Such penalty shall not limit the amount of the damages, expenses or fees owed to the party who did not file the motion.
8. The place of the arbitration shall be the city of Lima, Peru and the language of the arbitration shall be Spanish.
In addition, the parties agree that, should the intervention of the ordinary judges and courts be required by a court ruling, the parties expressly submit to the jurisdiction of the Judges and courts of the judicial district of Lima Cercado, waiving the jurisdiction of their domiciles.
(c) Unless otherwise established herein, this Escrow Agreement may be amended only through a document executed by all the parties and persons involved in this Escrow Agreement.
(d) Any failure or delay by a party to exercise any right hereunder shall not be construed as a waiver of such right. No waiver hereunder shall be considered effective unless such waiver is stated in a written document.
(e) The invalidity, nullity or voidability of any article or section of this Escrow Agreement shall not affect the enforceability of the other articles thereof.
(f) This Escrow Agreement shall be effective until the full amount of the Deposit is transferred to the Sellers and/or to MPC, as provided in the Escrow Agreement, the Master Agreement and the Stock Purchase Agreement.
(g) The headings of this Escrow Agreement are for reference only and have no effect on the construction or performance of this Escrow Agreement.
(h) This Escrow Agreement shall be executed in three (3) counterparts, each of which, upon its execution and delivery, shall be considered as an original document and all of which shall constitute a single agreement. The counterparts shall be delivered to the Sellers, the Bank and MPC.
(i) Neither the Sellers nor the Bank or MPC may assign, in whole or in part, its rights or obligations hereunder without the prior written authorization of their counterparties.
(j) All the notices, requests, claims and any other communication required or which may be sent hereunder shall be made in writing and sent to the following addresses, fax numbers (with acknowledgement of receipt) or registered mail, as indicated below:
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To the Sellers: |
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[·] |
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Address: |
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[·] |
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Telephone: |
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[·] |
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Fax Number: |
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[·] |
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Email: |
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[·] |
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To the Bank: |
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Attention: |
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[·] |
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Address: |
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[·] |
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Telephone: |
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[·] |
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Fax Number: |
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[·] |
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Email: |
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[·] |
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To MPC: |
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Attention: |
Armando Arrieta |
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Address: |
Av. San Borja Norte 1302, San Borja |
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Telephone: |
476-7000 |
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Fax Number: |
226-5181 |
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Email: |
cgpreb1e@msn.com |
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tjfperu@yahoo.com |
Any change of address or information of either party shall take effect only if notified in writing to the other party at least ten (10) calendar days in advance of the date when the change of address shall occur.
In the event of failure to comply with any of the requirements indicated in the preceding paragraph, the change of address or information shall not take effect and shall not be enforceable against the parties. In this case, all the communications and notices shall be sent to the addresses, fax numbers and persons indicated in this Item, considering them valid and effectively made.
(k) Any company that merges with and into the Bank or the surviving company resulting from to the merger or any company that enters into a merger, spin-off or consolidation agreement of which the Bank forms an integral part or any company succeeding the Bank in its business shall be the successor of the Bank without the parties being required to execute or register any document or take any additional action, unless the law requires a transfer or assignment instrument to make the succession effective, notwithstanding any other provision to the contrary included herein.
Signed in Lima this [·] day of [·], 2006.
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MPC |
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Duvaz |
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Luis Rodríguez Mariátegui Canny |
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Jaime Rodríguez Mariátegui Blume |
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The Bank |
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Melissa Gabriela Patroni Dedekind |
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APPENDIX D TO THE OPTION AGREEMENT
FORM OF
NOTICE OF TRANSFER OF SHARE INTERESTS IN THE
CONCESSIONS LISTED IN POINTS 5.2, 5.3 AND 5.4 (“GRANCERO”, “LOLA”
AND “POBRE DIABLO”)
Notarized Letter
Lima, [·][·], 200
Sociedad Minera de Responsabilidad Limitada
Grancero de Huancayo
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Attention: |
General Manager |
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Ref: |
Transfer of share interests issued by Sociedad Minera de Responsabilidad Limitada Grancero de Huancayo |
Dear Sirs,
We hereby inform you that on [·], Minera Perú Copper S.A. has sent Sociedad Minera Austria Duvaz S.A.C. (“Duvaz”) an offer to purchase the total number of share interests held by Duvaz in Sociedad Minera de Responsabilidad Limitada Grancero de Huancayo, which represent 33.33% of its capital stock.
The value agreed to be assigned to 33.33% of the share interests of Sociedad Minera Grancero de Huancayo, holder of “Grancero” and “Lola” mining concessions, amounts to US$1,988,600 (One Million Nine Hundred and Eighty-Eight Thousand Six Hundred US Dollars). The terms and other conditions of this transfer of shares are contained in the form of contract attached to this letter.
In this line of thought, and pursuant to Section 201 of the Consolidated Text of the Mining Law, approved by Supreme Executive Order 014-92-EM, we request you to make this notice known to the other members of Sociedad Minera de Responsabilidad Limitada Grancero de Huancayo, within three (3) business days from the receipt hereof, so that, within fifteen (15) calendar days from notice, they may exercise, if applicable, the right of first refusal established by such provision.
Any notice, request, consent or other communication required in connection with this letter shall be sent in writing as follows:
Sociedad Minera Austria Duvaz S.A.C.
Attention: Jaime Rodriguez Mariátegui Proaño
Av. José Galvez Barrenechea Nº 925, San Borja
Lima 41, Peru
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Cc: Minera Perú Copper S.A.
Attention: Charles Graham Preble
Av. San Borja Norte Nº 1302, San Borja
Lima 41, Peru
The notices sent to addresses and persons other than those indicated above shall be considered not forwarded.
Should the other members of Sociedad Minera de Responsabilidad Limitada Grancero de Huancayo fail to notify us, within the statutory term, of their intention to purchase the share interests of Duvaz under the same or better conditions than those indicated, it shall be understood that they are not interested in said acquisition. Duvaz being entitled to transfer to Minera Perú Copper S.A. the share interests issued by Sociedad Minera de Responsabilidad Limitada Grancero de Huancayo that are held by our company.
Sincerely yours,
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[·] |
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[·] |
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SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. |
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MINERA PERÚ COPPER S.A. |
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Notarized Letter
Lima, [·][·], 200
Sociedad Minera de Responsabilidad Limitada
Pobre Diablo de Huancayo
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Attention: |
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General Manager |
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Ref: |
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Transfer of share interests issued by Sociedad Minera de Responsabilidad Limitada Pobre Diablo de Huancayo |
Dear Sirs,
We hereby inform you that on [·], Minera Perú Copper S.A. has sent Sociedad Minera Austria Duvaz S.A.C. (“Duvaz”) an offer to purchase the total number of share interests held by Duvaz in Sociedad Minera de Responsabilidad Limitada Pobre Diablo de Huancayo, which represent 20% of its capital stock.
The value agreed to be assigned to 20% of the share interests of Sociedad Minera Pobre Diablo de Huancayo amounts to US$326,000 (Three Hundred Twenty-Six Thousand US Dollars). The terms and other conditions of this transfer of share interests are established in the form of contract attached to this letter.
In this line of thought, and pursuant to Section 201 of the Consolidated Text of the Mining Law, approved by Supreme Executive Order 014-92-EM, we request you to make this notice known to the other members of Sociedad Minera de Responsabilidad Limitada Pobre Diablo de Huancayo, within three (3) business days from the receipt hereof, so that, within fifteen (15) calendar days from notice, they may exercise, if applicable, the right of first refusal established by such provision.
Any notice, request, consent or other communication required in connection with this letter shall be sent in writing as follows:
Sociedad Minera Austria Duvaz S.A.C.
Attention: Jaime Rodriguez Mariátegul Proaño
Av. José Gálvez Barrenechea Nº 925, San Borja
Lima 41, Peru
Cc: Minera Perú Copper S.A.
Attention: Charles Graham Preble
Av. San Borja Norte Nº 1302, San Borja
Lima, 41, Peru
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The notices sent to addresses and persons other than those indicated above shall be considered not forwarded.
Should the other members of Sociedad Minera de Responsabilidad Limitada Pobre Diablo de Huancayo fail to notify us, within the statutory term, of their intention to purchase the share interests of Duvaz under the same or better conditions than those indicated, it shall be understood that they are not interested in said acquisition, Duvaz being entitled to transfer to Minera Perú Copper S.A. the share interests issued by Sociedad Minera de Responsabilidad Limitada Pobre Diablo de Huancayo that are held by our company.
Sincerely yours,
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[·] |
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[·] |
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SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. |
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MINERA PERÚ COPPER S.A. |
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APPENDIX E TO THE OPTION AGREEMENT
FORM OF
NOTICE OF TRANSFER OF ALIQUOTS TO THE CO-OWNERS OF THE
CONCESSION LISTED IN POINT 5.1 (“CALABAZA”)
Notarized Letter
Lima, [·] [·], 200
[Insert name of addressee]
Ref: Transfer of aliquots in “Calabaza” mining concession
Dear Sirs,
We hereby inform you that on [·], Sociedad Minera Austria Duvaz S.A.C. (“Duvaz”) entered into an asset transfer agreement, which includes the aliquots it held in “Calabaza” mining concession, in favour of Minera Perú Copper S.A.
As you are aware of, Duvaz and you were co-owners of “Calabaza” mining concession, corresponding to Duvaz the rights and shares of an aliquot equivalent to 33.33% of such concession.
By virtue of the transfer made, Minera Perú Copper S.A. is now the holder of the aforementioned aliquot equivalent to 33.33% of “Calabaza” concession. This transfer has been registered in [·](1)
Any notice, request or other communication to be sent in connection with this letter shall be sent as follows:
Sociedad Minera Austria Duvaz S.A.C.
Attention: Jaime Rodriguez Mariátegui Proaño
Av. José Gálvez Barrenechea N° 925, San Borja
Lima 41, Peru
Cc: Minera Perú Copper S.A.
Attention: Charles Graham Preble
Av. San Borja Norte No 1302, San Borja
Lima, 41, Peru
The notices sent to addresses and persons other than those indicated above shall be considered not forwarded.
Sincerely yours,
[·]
SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C.
(1) Details of registration with the Public Records Office
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APPENDIX E-1 TO THE OPTION AGREEMENT
FORM OF
NOTICE FOR EXERCISING THE RIGHT OF REVOCATION OF THE
CO-OWNERS OF THE CONCESSION LISTED IN POINT 5.1 (“CALABAZA”)
NOTICE
Pursuant to Section 1596 of the Civil Code we hereby inform the heirs of Tomás Marsano Gutiérrez and Clotilde Campodόnico Vda. de Marsano: Ernesto Leguía Servat, Caríos Leguía Servat, Tomas Leguía Servat, Rossana Leguía Servat, Tomás Héctor Mattellini Marsano, Raymundo Morales Dasso, Delia Revoredo Marsano, Jaime Revoredo Marsano, Susana La Rosa Vda. de Deacon, Luis A. Deacon La Rosa, María Catalina llich Vda. de Deacon, Gustavo Deacon llich, Alejandro Deacon llich, María Catalina Deacon llich, María Catalina Deacon llich (sic), María Clotilde Deacon llich, Caríos Eugenio Deacon llich, Carmen Marsano Porras, María Teresa Conroy de Marsano, Andrés Marsano Conroy, Verόnica Marsano Conroy, Claudia Marsano Conroy, Violeta de la Rossa Vda. de Marsano, Tomas Victor Marsano della Rossa, Violeta Marsano della Rossa, Enrique Marsano della Rossa, Marco Antonio Guezzi Vargas, Sandra Garcia Marsano, Antonella Guezzi Marsano and Matilde Marsano Miro Quesada, the following:
SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. on[•] entered into with MINERA PERÚ COPPER S.A. an Asset Transfer Agreement, which includes the aliquots it held in “Calabaza” mining concession, jointly owned by Duvaz and the heirs of Tomás Marsano Gutiérrez and Clotilde Campodόnico Vda. de Marsano, corresponding to Sociedad Minera Austria Duvaz S.A.C. the rights and shares over 33.33% of said mining concession.
Consequently, by virtue of the transfer made, MINERA PERÚ COPPER S.A. is now the holder of the aforementioned aliquot, equivalent to 33.33% of “Calabaza” mining concession. This transfer was recorded in [·](1)
Any notice, request or other communication to be sent in connection with this notice shall be sent as follows:
Sociedad Minera Austria Duvaz S.A.C.
Attention: Jaime Rodriguez Mariátegui Proaño
Address: Av. José Gálvez Barrenechea N° 925, San Borja
Cc: Minera Perú Copper S.A.
Attention: Charles Graham Preble
Address: Av. San Borja Norte N° 1302, San Borja
(1) Details of registration with the Public Records Office
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The notices sent to addresses and persons other than those indicated above shall be considered not forwarded.
Lima, [·][·], 200
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SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C. |
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MINERA PERÚ COPPER S.A. |
SY-CE-PB/BA
272747K6.20
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