0000903423-05-000461 Sample Contracts

Southern Peru Copper Corporation 20,978,497 Shares1 Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • June 24th, 2005 • Cerro Trading Co Inc • Metal mining • New York

The stockholders of Southern Peru Copper Corporation, a corporation organized under the laws of Delaware (the “Company”), named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 20,978,497 shares of Common Stock, $0.01 par value (“Common Stock”), of the Company (said shares to be sold by the Selling Stockholders being hereinafter called the “Underwritten Securities”), with each Selling Stockholder selling the number of Underwritten Securities set forth opposite such Selling Stockholder’s name on Schedule II hereto. The Selling Stockholders also propose to grant to the Underwriters an option to purchase up to 1,573,387 additional shares of Common Stock to cover over-allotments (the “Option Securities” the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent ther

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JOINT FILING AGREEMENT
Joint Filing Agreement • June 24th, 2005 • Cerro Trading Co Inc • Metal mining

Cerro Trading Company, Inc. ("Cerro") and SPC Investors, L.L.C. ("SPC Investors") hereby agree that Amendment No. 9 to Schedule 13D to which this Joint Filing Agreement is attached as an exhibit is filed with the Securities and Exchange Commission on behalf of each of Cerro and SPC Investors.

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