UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 24, 2015 (April 20, 2015)

SOUTHERN COPPER CORPORATION (Exact name of registrant as specified in its charter)

Delaware 1-14066 13-3849074

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

1440 E. Missouri Ave., Suite 160, Phoenix, AZ 85014 (Address of principal executive offices, including zip code)

(602) 264-1375 (Registrant’s telephone number, including area code)

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-

2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-

4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01. Entry into a Material Definitive Agreement.

On April 23, 2015, Southern Copper Corporation (the “Company”) completed a registered public offering

of U.S.$2 billion of debt securities (the “Offering”), consisting of U.S.$500 million aggregate principal amount of its

3.875% notes due 2025 (the “2025 Notes”) and U.S.$1.5 billion aggregate principal amount of its 5.875% notes due

2045 (the “2045 Notes” and together with the 2025 Notes, the “Notes”). The Notes will bear interest from April 23,

2015, payable semi-annually on April 23 and October 23 of each year, beginning on October 23, 2015. The Notes

were offered by the Company pursuant to its Registration Statement on Form S-3 (File No.333-203237) and the

Prospectus included therein, filed with the Securities and Exchange Commission on April 3, 2015 and supplemented

by the Prospectus Supplement dated April 20, 2015. The offering resulted in net proceeds, after deducting estimated

offering expenses and underwriters’ discounts of approximately U.S.$9,300,000, of approximately

U.S.$1,970,500,000. The Company intends to use these net proceeds for general corporate purposes, including the

financing of its capital expenditure program.

On April 20, 2015, the Company entered into an Underwriting Agreement, dated April 20, 2015 (the

“Underwriting Agreement”), with Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, HSBC

Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as

representatives of the underwriters named therein (collectively, the “Underwriters”), in connection with the issuance

and sale by the Company of the Notes. Pursuant to the Underwriting Agreement, the Company agreed to sell the

Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The

Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also

provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and

customary contribution provisions in respect of those liabilities.

Pursuant to an Indenture, dated April 16, 2010 (the “Indenture”), between the Company and Wells Fargo

Bank, National Association, as trustee (the “Trustee”), the Company and the Trustee entered into a Fifth Supplemental Indenture dated as of April 23, 2015 (the “Fifth Supplemental Indenture”) and a Sixth Supplemental

Indenture dated as of April 23, 2015 (the “Sixth Supplemental Indenture”). The Fifth Supplemental Indenture and

the Sixth Supplemental Indenture provide for the issuance, and set forth the terms of, the 2025 Notes and 2045

Notes, respectively. The Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture contain

covenants that limit the Company’s ability to, among other things, incur certain liens securing indebtedness, engage

in certain sale and leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or

leases of all or substantially all the Company’s assets. The Company may issue additional debt from time to time

pursuant to the Indenture.

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The foregoing description of the Underwriting Agreement, the Fifth Supplemental Indenture and the Sixth

Supplemental Indenture is qualified in its entirety by reference to the full text of such documents, which are filed as Exhibits 1, 4.1 and 4.2 hereto, respectively, and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet

Arrangement of a Registrant.

The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” of this Current

Report on Form 8-K is incorporated herein by reference.

Item 8.01. Other Events.

On April 24, 2015, the Company issued a press release announcing the completion of the Offering. A copy

of the press release is filed as Exhibit 99 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

1 Underwriting Agreement, dated April 20, 2015, among Southern Copper Corporation and Credit

Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as representatives of the

underwriters named therein.

4.1 Fifth Supplemental Indenture, dated as of April 23, 2015, between Southern Copper Corporation

and Wells Fargo Bank, National Association, as trustee, pursuant to which the 3.875% Notes due

2025 were issued.

4.2 Sixth Supplemental Indenture, dated as of April 23, 2015, between Southern Copper Corporation

and Wells Fargo Bank, National Association, as trustee, pursuant to which the 5.875% Notes due

2045 were issued.

4.3 Form of 3.875% Notes due 2025 (included as Exhibit A to Exhibit 4.1).

4.4 Form of 5.875% Notes due 2045 (included as Exhibit A to Exhibit 4.2).

99 Press Release of the Company dated April 24, 2015.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly

caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SOUTHERN COPPER CORPORATION

By: /s/ Raúl Jacob Ruisanchez

Name: Raúl Jacob Ruisanchez

Title: Vice President, Finance and

Chief Financial Officer

Date: April 24, 2015

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EXHIBIT INDEX

Exhibit Number Description

1 Underwriting Agreement, dated April 20, 2015, among Southern Copper Corporation and Credit

Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as representatives of the

underwriters named therein.

4.1 Fifth Supplemental Indenture, dated as of April 23, 2015, between Southern Copper Corporation and

Wells Fargo Bank, National Association, as trustee, pursuant to which the 3.875% Notes due 2025

were issued.

4.2 Sixth Supplemental Indenture, dated as of April 23, 2015, between Southern Copper Corporation and

Wells Fargo Bank, National Association, as trustee, pursuant to which the 5.875% Notes due 2045

were issued.

4.3 Form of 3.875% Notes due 2025 (included as Exhibit A to Exhibit 4.1).

4.4 Form of 5.875% Notes due 2045 (included as Exhibit A to Exhibit 4.2).

99 Press Release of the Company dated April 24, 2015.

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Exhibit 1

SOUTHERN COPPER CORPORATION

U.S.$500,000,000 3.875% Notes due 2025

U.S.$1,500,000,000 5.875% Notes due 2045

UNDERWRITING AGREEMENT

April 20, 2015

CREDIT SUISSE SECURITIES (USA) LLC

Eleven Madison Avenue

New York, New York 10010-3629

MORGAN STANLEY & CO. LLC

1585 Broadway

New York, New York 10036

HSBC SECURITIES (USA) INC.

452 Fifth Avenue

New York, New York 10018

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

One Bryant Park

New York, New York 10036

UBS SECURITIES LLC

1285 Avenue of the Americas

New York, New York 10019

As Representatives of the Several Underwriters (the “Representatives”),

Dear Sirs:

1. Introductory. Southern Copper Corporation, a Delaware corporation (the “Company”), agrees with the

several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the several Underwriters

(i) U.S.$500,000,000 aggregate principal amount of its 3.875% notes due 2025 (the “2025 Notes”) and (ii)

U.S.$1,500,000,000 aggregate principal amount of its 5.875% notes due 2045 (the “2045 Notes”). The 2025 Notes

and the 2045 Notes will each constitute a series of notes to be issued under an indenture dated April 16, 2010 (the

“Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”),

as supplemented by a fifth supplemental indenture in the case of the 2025 Notes, and a sixth supplemental indenture

in the case of the 2045 Notes, in each case to be dated the Closing Date. Each such supplemental indenture, together

with the Base Indenture, is referred to herein as an “Indenture,” and collectively as the “Indentures.” The 2025

Notes and the 2045 Notes are herein collectively called the “Offered Securities.”

2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees

with, the several Underwriters that:

(a) Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed

with the Commission a registration statement on Form S-3 (No. 333-203237), including a related

prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which has

become effective. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by

reference therein and all 430B Information with respect to such registration statement, that in any case has

not been superseded or modified.

“Registration Statement” without reference to a time means the Registration Statement as of the

Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the

Registration Statement as of the time specified in Rule 430B.

For purposes of this Underwriting Agreement (this “Agreement”):

“430B Information” means information included in a prospectus then deemed to be a part of the

Registration Statement pursuant to Rule 430B(e) or retroactively deemed to be a part of the Registration

Statement pursuant to Rule 430B(f).

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

“Applicable Time” means 5:00 pm (Eastern time) on the date of this Agreement.

“Closing Date” has the meaning defined in Section 3 hereof.

“Commission” means the Securities and Exchange Commission.

“Effective Time” of the Registration Statement relating to the Offered Securities means the time of the

first contract of sale for the Offered Securities.

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

“Final Prospectus” means the Statutory Prospectus that discloses the public offering price, other 430B

Information and other final terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act.

“General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is

intended for general distribution to prospective investors, as evidenced by its being so specified in Schedule

B to this Agreement.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Offered Securities that is in the form filed or required to be filed with the

Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to

Rule 433(g), including without limitation, any “road show that is a written communication” within the

meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission.

“Limited Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not

a General Use Issuer Free Writing Prospectus.

“Rules and Regulations” means the rules and regulations of the Commission.

“Securities Laws” means, collectively, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), the Act,

the Exchange Act, the Trust Indenture Act, the Rules and Regulations, the auditing principles, rules,

standards and practices applicable to auditors of “issuers” (as defined in Sarbanes-Oxley) promulgated or

approved by the Public Company Accounting Oversight Board and, as applicable, the rules of the New

York Stock Exchange and the NASDAQ Stock Market (“Exchange Rules”).

“Statutory Prospectus” with reference to any particular time means the prospectus relating to the

Offered Securities that is included in the Registration Statement immediately prior to that time, including

any amendment thereto, any document incorporated by reference therein and all 430B Information with

respect to the Registration Statement. For purposes of the foregoing definition, 430B Information shall be

considered to be included in the Statutory Prospectus only as of the actual time that form of prospectus

(including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) and not

retroactively.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

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Unless otherwise specified, a reference to a “rule” is to the indicated rule under the Act.

(b) Compliance with Securities Act Requirements. (i) (A) At the time the Registration

Statement initially became effective, (B) at the time of each amendment thereto for the purposes of

complying with Section 10(a)(3) of the Act (whether by post-effective amendment, incorporated report or

form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing

Date, the Registration Statement conformed and will conform in all respects to the requirements of the Act,

the Trust Indenture Act and the Rules and Regulations and did not and will not include any untrue

statement of a material fact or omit to state any material fact required to be stated therein or necessary to

make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final

Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all

material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and

will not include any untrue statement of a material fact or omit to state any material fact required to be

stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from

any such document based upon written information furnished to the Company by any Underwriter through

the Representatives specifically for use therein, it being understood and agreed that the only such

information is that described as such in Section 8(b) hereof.

(c) Automatic Shelf Registration Statement. (i) Well-Known Seasoned Issuer Status. (A) At the

time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for

the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective

amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of

prospectus), and (C) at the time the Company or any person acting on its behalf (within the meaning, for

this clause only, of Rule 163(c)) made any offer relating to the Offered Securities in reliance on the

exemption of Rule 163, the Company was a “well known seasoned issuer” as defined in Rule 405, including not having been an “ineligible issuer” as defined in Rule 405.

(ii) Effectiveness of Automatic Shelf Registration Statement. The Registration Statement is an

“automatic shelf registration statement,” as defined in Rule 405, that initially became effective

within three years of the date of this Agreement. If immediately prior to the Renewal Deadline (as

hereinafter defined), any of the Offered Securities remain unsold by the Underwriters, the

Company will prior to the Renewal Deadline file, if it has not already done so and is eligible to do

so, a new automatic shelf registration statement relating to the Offered Securities, in a form

reasonably satisfactory to the Representatives. If the Company is no longer eligible to file an

automatic shelf registration statement, the Company will prior to the Renewal Deadline, if it has

not already done so, file a new shelf registration statement relating to the Offered Securities, in a

form reasonably satisfactory to the Representatives, and will use its best efforts to cause such

registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action reasonably necessary or appropriate to permit the public

offering and sale of the Offered Securities to continue as contemplated in the expired registration

statement relating to the Offered Securities. References herein to the Registration Statement shall

include such new automatic shelf registration statement or such new shelf registration statement, as

the case may be. “Renewal Deadline” means the third anniversary of the initial effective time of

the Registration Statement.

(iii) Eligibility to Use Automatic Shelf Registration Form. The Company has not received

from the Commission any notice pursuant to Rule 401(g)(2) objecting to use of the automatic shelf

registration statement form. If at any time when Offered Securities remain unsold by the

Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or

otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company

will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-

effective amendment on the proper form relating to the Offered Securities, in a form reasonably

satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or

post-effective amendment to be declared effective as soon as practicable, and (iv) promptly notify

the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Offered Securities to continue as

contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for

which the Company has otherwise become ineligible. References herein to the Registration

Statement shall include such new registration statement or post-effective amendment, as the case

may be.

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(iv) Filing Fees. The Company has paid or shall pay the required Commission filing fees

relating to the Offered Securities within the time required by Rule 456(b)(1) without regard to the

proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

(d) Ineligible Issuer Status. (i) At the earliest time after the filing of the Registration Statement

that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Offered Securities and (ii) at the date of this Agreement, the Company was not and is not

an “ineligible issuer,” as defined in Rule 405, including (x) the Company or any other subsidiary in the

preceding three years not having been convicted of a felony or misdemeanor or having been made the

subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company in the

preceding three years not having been the subject of a bankruptcy petition or insolvency or similar

proceeding, not having had a registration statement be the subject of a proceeding under Section 8 of the

Act and not being the subject of a proceeding under Section 8A of the Act in connection with the offering

of the Securities, all as described in Rule 405.

(e) General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer

Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus

supplement, dated April 20, 2015, including the base prospectus, dated April 3, 2015, (which is the most recent Statutory Prospectus distributed to investors generally),and the other information, if any, stated in

Schedule B to this Agreement to be included in the General Disclosure Package, all considered together

(collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing

Prospectus specified in Schedule B, when considered together with the General Disclosure Package,

included any untrue statement of a material fact or omitted to state any material fact necessary in order to

make the statements therein, in the light of the circumstances under which they were made, not misleading.

The preceding sentence does not apply to (i) that part of the Registration Statement which shall constitute

the Trustee’s Statement of Eligibility and Qualifications (Form T-1) under the Trust Indenture Act, or (ii)

any statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in

reliance upon and in conformity with written information furnished to the Company by any Underwriter

through the Representatives specifically for use therein, it being understood and agreed that the only such

information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

(f) Incorporated Documents. The documents incorporated or deemed to be incorporated by

reference in the Registration Statement, the Final Prospectus or the General Disclosure Package at the time

they were or hereafter are filed with the Commission, complied or will comply in all material respects as to

form with the requirements of the Exchange Act.

(g) Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date

and at all subsequent times through the completion of the public offer and sale of the Offered Securities or

until any earlier date that the Company notified or notifies the Representatives as described in the next

sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict

with the information then contained in the Registration Statement. If at any time following issuance of an

Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such

Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the

Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished

immediately following such event or development, would include an untrue statement of a material fact or

omitted or would omit to state a material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly

amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue

statement or omission.

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(h) Good Standing of the Company. The Company has been duly incorporated and is existing

and in good standing under the laws of the State of Delaware, with power and authority (corporate and

other) to own its properties and conduct its business as described in the General Disclosure Package; and

the Company is duly qualified to do business as a foreign corporation in good standing in all other

jurisdictions in which its ownership or lease of property or the conduct of its business requires such

qualification.

(i) Subsidiaries. Each material subsidiary of the Company listed on Schedule C hereto (each a “Material Subsidiary,” and together the “Material Subsidiaries”) has been duly incorporated and is

existing and in good standing under the laws of the jurisdiction of its incorporation, with power and

authority (corporate and other) to own or lease, as the case may be, and to operate its properties and conduct

its business as described in the General Disclosure Package; and each Material Subsidiary of the Company

is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which

its ownership or lease of property or the conduct of its business requires such qualification; except where

the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on

the condition (financial or otherwise), results of operations, business, properties or prospects of the

Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business (a

“Material Adverse Effect”); all of the issued and outstanding capital stock of each Material Subsidiary of

the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each Material Subsidiary owned by the Company, directly or through wholly-owned

Material Subsidiaries, is owned free from liens, encumbrances and defects. Schedule C lists each Material

Subsidiary of the Company and the jurisdiction in which it is chartered or organized. The subsidiaries of the

Company that are not Material Subsidiaries do not individually, or taken together, constitute a “Significant

Subsidiary” of the Company (as defined in Regulation S-X).

(j) Execution and Delivery of the Indentures. Each Indenture has been duly authorized and

has been duly qualified under the Trust Indenture Act; each series of the Offered Securities has been duly

authorized and, when the Offered Securities are delivered and paid for pursuant to this Agreement on the

Closing Date, each Indenture will have been duly executed and delivered, each series of Offered Securities

will have been duly executed, authenticated, issued and delivered, will conform to the information in the

General Disclosure Package and to the description of such Offered Securities contained in the Final

Prospectus and the applicable Indenture and such series of Offered Securities will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to

bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general

applicability relating to or affecting creditors’ rights and to general equity principles and judicial action

giving effect to foreign governmental actions or laws.

(k) Absence of Further Requirements. No consent, approval, authorization, or order of, or

filing or registration with, any person (including any governmental agency or body or any court) is required

for the consummation of the transactions contemplated by this Agreement or the Indentures in connection

with the offering, issuance and sale of the Offered Securities by the Company, except such as have been

obtained, or made and such as may be required under state securities laws.

(l) Title to Property. Each of the Company and each of its subsidiaries owns or leases all

such properties as are necessary to the conduct of its operations as presently conducted.

(m) Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and

performance of each Indenture and this Agreement, and the issuance and sale of the Offered Securities and

compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms

and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company

or any of its subsidiaries pursuant to (i) the charter or by-laws of the Company or any of its subsidiaries, (ii)

any material provision of any statute, rule, regulation or order of any governmental agency or body or any

court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their

properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or

by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company

or any of its subsidiaries is subject; except, in the case of (iii) above, for such conflicts breaches, violations,

liens, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse

Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving

of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness

(or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment

of all or a portion of such indebtedness by the Company or any of its subsidiaries.

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(n) Absence of Existing Defaults and Conflicts. Neither the Company nor any of its

subsidiaries is in violation of its respective charter or by-laws or in default (or with the giving of notice or

lapse of time would be in default) under any existing obligation, agreement, covenant or condition

contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any

of them is a party or by which any of them is bound or to which any of the properties of any of them is

subject, except such defaults that would not, individually or in the aggregate, result in a Material Adverse

Effect.

(o) Authorization of Agreement. This Agreement has been duly authorized, executed and

delivered by the Company.

(p) Possession of Licenses and Permits. The Company and its subsidiaries possess all licenses,

concessions, certificates, permits and other authorizations, in each case that are material to its business or

operations, issued by the appropriate federal, national, state or foreign regulatory authorities necessary to

conduct their respective businesses as currently conducted (“Permits”); the Company and its subsidiaries

have fulfilled and performed in all material respects all of their respective obligations with respect to any

such Permits which are material to its business or operations and neither the Company nor any such

subsidiary has received any notice of proceedings relating to the revocation or modification of any such

Permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would

have a Material Adverse Effect.

(q) Absence of Labor Dispute. No labor problem or dispute with the employees of the

Company or any of its subsidiaries exists or, to the knowledge of the Company, is threatened and the

Company is not aware of any existing or, to the knowledge of the Company, threatened labor disturbance by the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, that would

have a Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package

and the Final Prospectus (exclusive of any supplement thereto).

(r) Insurance. The Company and each of its subsidiaries are insured by insurers of recognized

financial responsibility against such losses and risks and in such amounts as the Company reasonably

believes to be prudent and customary in the businesses in which they are engaged; all policies of insurance

and fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective businesses,

assets, employees, officers and directors are in full force and effect; and the Company and its subsidiaries

are in compliance with the terms of such policies and instruments in all material respects.

(s) Absence of Dividend Restrictions. No Material Subsidiary of the Company is currently

prohibited, directly or indirectly, from paying dividends to the Company, from making any other

distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such

subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the

Company or any other subsidiary of the Company, except as described in or contemplated in the General

Disclosure Package and the Final Prospectus (exclusive of any supplement thereto).

(t) Possession of Intellectual Property. The Company and its subsidiaries own, possess or can

acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how,

patents, copyrights, confidential information and other intellectual property (collectively, “intellectual

property rights”) necessary to conduct the business now operated by them, or presently employed by

them, and have not received any notice of infringement of or conflict with asserted rights of others with

respect to any intellectual property rights that, if determined adversely to the Company or any of its

subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

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(u) Environmental Laws. Except as disclosed in the General Disclosure Package, (a)(i) neither

the Company nor any of its subsidiaries is in violation of, or has any liability under, any applicable federal,

state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental agency,

governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage,

discharge, disposal or release of Hazardous Substances, to the protection or restoration of the environment

or natural resources (including biota), to human health and safety including as such relates to exposure to

Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither

the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated

with Hazardous Substances, (iii) neither the Company nor any of its subsidiaries is conducting or funding

any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances

in the environment, (iv) neither the Company nor any of its subsidiaries is liable or, to the knowledge of the

Company, allegedly liable for any release or threatened release of Hazardous Substances, including at any

off-site treatment, storage or disposal site, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or

Hazardous Substances, and (vi) the Company and its subsidiaries have received and are in compliance with

all, and have no liability under any, permits, licenses, authorizations, identification numbers or other

approvals required under applicable Environmental Laws to conduct their respective businesses as currently

operated, except in each case covered by clauses (i) – (vi) such as would not individually or in the

aggregate have a Material Adverse Effect; (b) to the knowledge of the Company there are no facts or

circumstances that would reasonably be expected to result in a violation of, liability under, or claim

pursuant to any Environmental Law that would have a Material Adverse Effect; and (c) to the knowledge of

the Company there are no requirements proposed for adoption or implementation under any Environmental

Law that would reasonably be expected to have a Material Adverse Effect. For purposes of this subsection

“Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown

products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and (B) any other chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant,

contaminant or waste under Environmental Laws.

(v) Accurate Disclosure. The statements in the General Disclosure Package and the Final

Prospectus (exclusive of any supplement thereto) under the headings “Risk Factors,” “Description of the

Notes,” “United States Federal Income Tax Consequences to Non-U.S. Holders” and “European Union

Savings Directive” or in the equivalent portions of other statements incorporated by reference in a

Registration Statement, a Statutory Prospectus or the General Disclosure Package, the statements in the

Form 10-K of the Company for the year ended December 31, 2014 as filed with the Commission, under the

headings “Item 1. Business” and “Item 1A. Risk Factors,” the statements in the Schedule 14A of the

Company as filed with the Commission on March 26, 2014, under the heading “Related Party

Transactions,” insofar as such statements summarize legal matters, agreements, documents or proceedings, are accurate and fair summaries of such legal matters, agreements, documents or proceedings.

(w) Absence of Manipulation. The Company has not taken, directly or indirectly, any action

that is designed to or that has constituted or that would reasonably be expected to cause or result in the

stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of

the Offered Securities.

(x) Statistical and Market-Related Data. Any third-party statistical and market-related data

included or incorporated by reference in a Registration Statement, a Statutory Prospectus or the General Disclosure Package are based on or derived from sources that the Company believes to be reliable and

accurate.

(y) Sarbanes Oxley. There is and has been no failure on the part of the Company and any of

the Company’s directors or officers, in their capacities as such, to comply in all material respects with any

provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection

therewith (“Sarbanes-Oxley Act”), including Section 402 relating to loans and Sections 302 and 906

relating to certifications.

7

(z) Disclosure Controls. The Company and its subsidiaries maintain “disclosure controls and

procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act).

(aa) Internal Controls. The Company and each of its subsidiaries maintain and will maintain a system of internal accounting controls including, but not limited to, disclosure controls and procedures,

internal controls over accounting matters and financial reporting, an internal audit function and legal and

regulatory compliance controls (collectively, “Internal Controls”) sufficient to provide reasonable

assurance that (i) transactions are executed in accordance with management’s general or specific

authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in

conformity with U.S. generally accepted accounting principles and to maintain asset accountability;

(iii) access to assets is permitted only in accordance with management’s general or specific authorization;

and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals

and appropriate action is taken with respect to any differences. The Company and its subsidiaries’ internal

controls over financial reporting are effective and the Company and its subsidiaries are not aware of any

material weakness in their internal control over financial reporting.

(bb) eXtensible Business Reporting Language. The interactive data in eXtensible Business

Reporting Language included or incorporated by reference in the Registration Statement fairly presents the

information called for in all material respects and has been prepared in accordance with the Commission’s

rules and guidelines applicable thereto.

(cc) Litigation. Except as disclosed in the General Disclosure Package, there are no pending

actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency

or body, domestic or foreign) against or affecting the Company, any of its subsidiaries or any of their

respective properties that, if determined adversely to the Company or any of its subsidiaries, would

individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect

the ability of the Company to perform its obligations under the Indentures or this Agreement, or which are

otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or

proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) are threatened or, to the Company’s knowledge, contemplated.

(dd) Financial Statements. The financial statements included in the Registration Statement and

the General Disclosure Package present fairly the financial position of the Company and its consolidated

subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and

such financial statements have been prepared in conformity with the generally accepted accounting

principles in the United States applied on a consistent basis; and the schedules included in the Registration

Statement present fairly the information required to be stated therein.

(ee) No Material Adverse Change in Business. Except as disclosed in the General Disclosure

Package, since the end of the period covered by the latest audited financial statements included in the

General Disclosure Package (i) there has been no change, nor any development or event involving a

prospective change, in the condition (financial or otherwise), results of operations, business, properties or

prospects of the Company and its subsidiaries, taken as a whole that is material and adverse, (ii) except as

disclosed in or contemplated by the General Disclosure Package, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock and (iii) except as

disclosed in or contemplated by the General Disclosure Package, there has been no material adverse change

in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the

Company and its subsidiaries.

(ff) Company Reserve Information. On the Closing Date, all information related to the

Company’s and its subsidiaries’ ore reserves included in the General Disclosure Package and the Final

Prospectus (collectively, the “Company Reserve Information”) (i) will be accurate in all material respects

and (ii) will comply in all material respects with the applicable requirements of the Act and the Exchange

Act, as applicable, and the respective rules thereunder. The Company Reserve Information has been

calculated in accordance with standard mining engineering procedures used in the copper mining industry

and applicable government reporting requirements and applicable law. All assumptions used in the

calculation of the Company Reserve Information were and are reasonable.

8

(gg) Investment Company Act. The Company is not and, after giving effect to the offering and

sale of the Offered Securities and the application of the proceeds thereof as described in the General

Disclosure Package, will not be an “investment company” as defined in the Investment Company Act of

1940, as amended (the “Investment Company Act”).

(hh) Ratings. No “nationally recognized statistical rating organization” as such term is defined in

Section 3(a)(62) of the Exchange Act (i) has imposed (or has informed the Company that it is considering

imposing) any condition (financial or otherwise) on the Company’s retaining any rating assigned to the

Company or any securities of the Company or (ii) has indicated to the Company that it is considering any of

the actions described in Section 7(c)(ii) hereof.

(ii) Filing of Tax Returns. The Company and its subsidiaries have filed all federal, state, local

and non-U.S. tax returns that are required to be filed or have requested extensions thereof (except in any

case in which the failure so to file would not have a Material Adverse Effect); and, except as set forth in the

General Disclosure Package, the Company and its subsidiaries have paid all taxes (including any

assessments, fines or penalties) required to be paid by them, except for any such taxes, assessments, fines or

penalties currently being contested in good faith or as would not, individually or in the aggregate, have a

Material Adverse Effect.

(jj) Stamp and Transfer Taxes. No stamp or other transfer taxes or duties and no capital gains,

income, stock exchange, value-added, withholding or other taxes are payable in the United States, Peru,

Mexico or any other jurisdiction in which either the Company or any of its subsidiaries is organized or

engaged in business for tax purposes or, in each case, any political subdivision thereof or any authority

having power to tax, in connection with the execution or delivery of this Agreement or the issuance or sale by the Company of the Offered Securities.

(kk) Compliance with FCPA. Neither the Company nor any of its subsidiaries, or to the

knowledge of the Company, any of their respective affiliates, officers, directors, agents, or employees, has

(i) taken any action, directly or indirectly, that would result in a violation by such persons of any applicable

anti-bribery laws, including but not limited to, any applicable law, rule, or regulation of any locality,

including but not limited to any law, rule, or regulation promulgated to implement the OECD Convention

on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December

17, 1997, including the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations

thereunder (the “FCPA”) or any other applicable laws, rules or regulations of similar purpose and scope of

any other jurisdictions in which the Company or any of its subsidiaries does business, (ii) used any of the

funds of the Company or its subsidiaries with an unlawful purpose or in an unlawful manner for any

contribution, gift, entertainment or other expense relating to political activity or as a means to permit the

operation of the Company or its subsidiaries in contravention of any applicable law, (iii) made any direct or

indirect payment to any foreign or domestic government official (or “foreign official,” as such term is

defined in the FCPA) or employee in contravention of any applicable law from any of the funds of the Company or its subsidiaries, or (iv) made any bribe, rebate, payoff, influence payment, kickback or other

unlawful payment in contravention of any applicable law; and the Company, its subsidiaries and, to the

knowledge of the Company, its affiliates have conducted their respective businesses in compliance with the

FCPA and other applicable laws, rules or regulations of similar purpose and scope of any other jurisdictions

in which the Company or any of its subsidiaries or affiliates does business and have instituted and maintain

policies and procedures designed to ensure, and which are reasonably expected to continue to ensure,

continued compliance therewith. No part of the offering proceeds will be used, directly or indirectly, in

violation of the FCPA or any other applicable laws, rules or regulations of similar purpose and scope, each

as may be amended, or the rules or regulations thereunder.

9

(ll) Compliance with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with all applicable anti-money

laundering laws, including but not limited to, applicable federal, state, international, foreign (including, but

not limited to, Peru and Mexico), or other laws and regulations regarding anti-money laundering, including,

without limitation, Title 18 U.S. Code section 1956 and 1957, the Patriot Act, the Bank Secrecy Act, as

well as with any applicable financial recordkeeping and reporting requirements of the Currency and Foreign

Transactions Reporting Act of 1970, as amended (collectively, the “Money Laundering Laws”), and no

action, suit or proceeding by or before any court or governmental agency, authority or body or any

arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is

pending or, to the Company’s best knowledge, threatened.

(mm) Sanctions. Neither the Company nor any of its subsidiaries, or to the knowledge of the

Company, any of their respective affiliates, officers, directors, agents, or employees, (i) is, or is controlled or 50% or more owned by, or is acting on behalf of, an individual or entity currently subject to any

sanctions administered by the United States (including any administered or enforced by the Office of

Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State or the Bureau of

Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the

European Union, the United Kingdom (including sanctions administered or enforced by Her Majesty’s

Treasury) or any other relevant and applicable sanctions authority (collectively, “Sanctions,” and such

persons “Sanctioned Persons,” and each such person a “Sanctioned Person”), (ii) is located, organized, or

resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly

prohibit dealings with that country or territory (collectively, “Sanctioned Countries,” and each a

“Sanctioned Country”) or (iii) will, directly or indirectly, use the proceeds of the offering, or lend,

contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other

individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in

the offering, whether as a purchaser, advisor, investor, or otherwise). Except as has been disclosed to the

Underwriters or is not material to the analysis under any Sanction, neither the Company nor any of its

subsidiaries has engaged in any prohibited dealings or transactions with or for the benefit of a Sanctioned

Person, or with or in a Sanctioned Country, in the preceding three years, nor does the Company or any of its

subsidiaries have any plans to increase their dealings or transactions with or for the benefit of Sanctioned

Persons, or with or in Sanctioned Countries. The operations of the Company and its subsidiaries are and

have been conducted at all times in compliance with all applicable laws and regulations imposing

Sanctions.

(nn) Jurisdiction. Neither the Company nor any of its subsidiaries nor any of its or their

properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether

through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under

the laws of Mexico or Peru.

3. Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and

agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several

Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, as set

forth opposite the names of the Underwriters in Schedule A hereto, the principal amounts of Offered Securities, at a purchase price of (i) 99.159% of the principal amount, in the case of the 2025 Notes, and (ii) 98.433% of the

principal amount, in the case of the 2045Notes, in each case plus accrued interest from April 23, 2015 to the Closing

Date (as hereinafter defined).

The Company will deliver each series of the Offered Securities to or as instructed by the Representatives

for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment

of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank

acceptable to the Underwritersat the office of Cleary Gottlieb Steen & Hamilton LLP, at 10:00 a.m., New York time,

on April 23, 2015, or at such other time not later than three full business days thereafter as the Representatives and

the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1

under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the

settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the

offering. The Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office at least 24 hours prior to the Closing Date.

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4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Offered

Securities for sale to the public as set forth in the Final Prospectus.

5. Certain Agreements of the Company. The Company agrees with the several Underwriters that:

(a) Filing of Prospectuses. The Company has filed or will file each Statutory Prospectus

(including the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and

consented to by the Representatives, subparagraph (5)) not later than the second business day following the

earlier of the date it is first used or the execution and delivery of this Agreement. The Company has

complied and will comply with Rule 433.

(b) Filing of Amendments; Response to Commission Requests. The Company will promptly

advise the Representatives of any proposal to amend or supplement the Registration Statement or any

Statutory Prospectus at any time and will offer the Representatives a reasonable opportunity to comment on

any such amendment or supplement; and the Company will also advise the Representatives promptly of

(i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any

amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any

additional information, (iii) the institution by the Commission of any stop order proceedings in respect of

the Registration Statement or the threatening of any proceeding for that purpose, and (iv) the receipt by the

Company of any notification with respect to the suspension of the qualification of the Offered Securities in

any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use

its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification

and, if issued, to obtain as soon as possible the withdrawal thereof.

(c) Continued Compliance with Securities Laws. If, at any time when a prospectus relating to

the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the

Act by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then

amended or supplemented would include an untrue statement of a material fact or omit to state any material

fact necessary to make the statements therein, in the light of the circumstances under which they were

made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement

the Final Prospectus to comply with the Act, the Company will promptly notify the Representatives of such

event and will promptly prepare and file with the Commission and furnish, at its own expense, to the

Underwriters and the dealers and any other dealers upon the request of the Representatives, an amendment

or supplement which will correct such statement or omission or an amendment which will effect such

compliance. Neither the Representatives’ consent to, nor the Underwriters’ delivery of, any such

amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof.

(d) Rule 158. As soon as practicable, but not later than 16 months, after the date of this

Agreement, the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the date of this Agreement and satisfying the

provisions of Section 11(a) of the Act and Rule 158.

(e) Furnishing of Prospectuses. The Company will furnish to the Representatives copies of

the Registration Statement, including all exhibits, any Statutory Prospectus, the Final Prospectus and all

amendments and supplements to such documents, in each case as soon as available and in such quantities as

the Representatives reasonably request. The Company will pay the expenses of printing and distributing to

the Underwriters all such documents.

(f) Blue Sky Qualifications. The Company will arrange for the qualification of the Offered

Securities for sale and the determination of their eligibility for investment under the laws of such

jurisdictions as the Representatives designate and will continue such qualifications in effect so long as

required for the distribution.

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(g) Reporting Requirements. For so long as the Offered Securities remain outstanding, the

Company will furnish to the Representatives and, upon request, to each of the other Underwriters, as soon

as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and

the Company will furnish to the Representatives (i) as soon as available, a copy of each report and any

definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to

stockholders, and (ii) from time to time, such other information concerning the Company as the

Representatives may reasonably request. However, so long as the Company is subject to the reporting

requirements of either Section 13 or Section 15(d) of the Exchange Act and is timely filing reports with the

Commission on its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), it is not

required to furnish such reports or statements to the Underwriters.

(h) Payment of Expenses. The Company will pay all expenses incident to the performance of

its obligations under this Agreement, including but not limited to (i) any filing fees and other expenses

incurred in connection with the qualification of the Offered Securities for sale under the laws of such

jurisdictions as the Representatives designate and the preparation and printing of memoranda relating

thereto; (ii) all expenses in connection with the execution, issue, authorization, authentication, packaging,

transfer and initial delivery of the Offered Securities, the preparation and printing of this Agreement, the

Offered Securities, the Indentures, the Registration Statement, the General Disclosure Package, the Final

Prospectus, all amendments and supplements thereto, any Issuer Free Writing Prospectus and any other

document related to the issuance, offer, sale and delivery of the Offered Securities; (iii) any fees charged by

investment rating agencies for the rating of the Offered Securities; (iv) fees and expenses of the Trustee and

its professional advisers, including legal counsel; (v) costs and expenses relating to any advertising,

investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, any travel expenses of the Underwriters’ and the Company’s officers and

employees and any other related expenses of the Underwriters and the Company including the chartering of

airplanes; (vi) fees and expenses incident to listing the Offered Securities on the Irish Stock Exchange; (vii)

fees and expenses in connection with the registration of the Offered Securities under the Securities Act and

the Exchange Act; (viii) expenses incurred in distributing preliminary prospectuses and the Final Prospectus

(including any amendments and supplements thereto) and for expenses incurred for preparing, printing and

distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (ix) the fees and

expenses of the Company’s counsel and the accountants incurred in distributing the General Disclosure

Package, the Final Prospectus (including any amendments and supplements thereto) and any Issuer Free

Writing Prospectus to the Underwriters; and (x) the reasonable fees and expenses of the Underwriters’

Peruvian, Mexican and U.S. counsel.

(i) Use of Proceeds. The Company will use the net proceeds received in connection with this

offering in the manner described in the “Use of Proceeds” section of the General Disclosure Package. The

Company will not use any of the proceeds from the sale of the Offered Securities in such a way that would

require the participation of a “qualified independent underwriter” within the meaning of FINRA Rule 2720.

(j) Absence of Manipulation. The Company will not take, directly or indirectly, any action

designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization

or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered

Securities.

(k) Restriction on Sale of Securities. The Company will not offer, sell, contract to sell, pledge

or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under

the Act relating to U.S. dollar-denominated debt securities issued or guaranteed by the Company and

having a maturity of more than one year from the date of issue, or publicly disclose the intention to make

any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representatives

for a period beginning on the date hereof and ending 15 days after the Closing Date.

(l) Listing. The Company will make or cause to be made an application for the Offered

Securities to be listed on the Global Exchange Market of the Irish Stock Exchange Limited and will use commercially reasonable efforts to have the Offered Securities listed or admitted to trading on the Global

Exchange Market of the Irish Stock Exchange Limited. The Company shall, from time to time, take such

other actions as shall be necessary to maintain any listing of the Offered Securities in accordance with the

terms hereof.

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6. Free Writing Prospectuses. (a) Issuer Free Writing Prospectuses. The Company represents and agrees

that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that,

unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any

offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would

otherwise constitute a “free writing prospectus,”as defined in Rule 405, required to be filed with the Commission.Any such free writing prospectus consented to by the Company and the Representatives is hereinafter

referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated and agrees that it

will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433,and

has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing

Prospectus, including timely Commission filing where required, legending and record keeping.

(b) Term Sheets. The Company will prepare a final term sheet relating to the Offered Securities,

containing only information that describes the final terms of the Offered Securities and otherwise in a form

consented to by the Representatives, and will file such final term sheet within the period required by

Rule 433(d)(5)(ii) following the date such final terms have been established for all classes of the offering of

the Offered Securities. Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free

Writing Prospectus for purposes of this Agreement. The Company also consents to the use by any

Underwriter of a free writing prospectus that contains only (i)(x) information describing the preliminary terms of the Offered Securities or their offering or (y) information that describes the final terms of the

Offered Securities or their offering and that is included in the final term sheet of the Company

contemplated in the first sentence of this subsection or (ii) other information that is not “issuer

information,” as defined in Rule 433, it being understood that any such free writing prospectus referred to

in clause (i) or (ii) above shall not be an Issuer Free Writing Prospectus for purposes of this Agreement.

7. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to

purchase and pay for the Offered Securities on the Closing Date will be subject to the accuracy of the

representations and warranties of the Company herein (as though made on the Closing Date), to the accuracy of the

statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its

obligations hereunder and to the following additional conditions precedent:

(a) Accountants’ Comfort Letter. The Representatives shall have received letters,

dated, respectively, the date hereof and the Closing Date, of Galaz, Yamazaki, Ruiz Urquiza S.C., member

firm of Deloitte Touche Tohmatsu Limited confirming that they are a registered public accounting firm and

independent public accountants within the meaning of the Securities Laws and substantially in the form of Schedule D hereto, (except that, in any letter dated the Closing Date, the specified date referred to in

Schedule D hereto shall be a date no more than three days prior to the Closing Date).

(b) Filing of Prospectus. The Final Prospectus shall have been filed with the

Commission in accordance with the Rules and Regulations and Section 5(a) hereof. No stop order

suspending the effectiveness of the Registration Statement or of any part thereof shall have been issued and

no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or any

Underwriter, shall be contemplated by the Commission.

(c) No Material Adverse Change. Subsequent to the execution and delivery of this

Agreement, there shall not have occurred (i) any change, or any development or event involving a

prospective change, in the condition (financial or otherwise), results of operations, business, properties or

prospects of the Company and its subsidiaries taken as a whole which, in the judgment of the

Representatives, is material and adverse and makes it impractical or inadvisable to market the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally

recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act), or any

public announcement that any such organization has under surveillance or review its rating of any debt

securities of the Company (other than an announcement with positive implications of a possible upgrading,

and no implication of a possible downgrading, of such rating); (iii) any change in U.S., Mexican, Peruvian

or international financial, political or economic conditions or currency exchange rates or exchange controls

the effect of which is such as to make it, in the reasonable judgment of the Representatives, impractical to

market or to enforce contracts for the sale of the Offered Securities, whether in the primary market or in

respect of dealings in the secondary market; (iv) any suspension or material limitation of trading in

securities generally on the New York Stock Exchange or the Lima Stock Exchange, or any setting of

minimum or maximum prices for trading on such exchange; (v) or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (vi) any banking moratorium

declared by any U.S. federal or New York authorities; (vii) any major disruption of settlements of

securities, payment, or clearance services in the United States or any other country where such securities

are listed or (viii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United

States, Mexico or Peru, any declaration of war by Congress or any other national or international calamity

or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation,

act, declaration, calamity or emergency is such as to make it impractical or inadvisable to market the

Offered Securities or to enforce contracts for the sale of the Offered Securities.

13

(d) Opinion of U.S. Counsel for the Company. The Company shall have requested

and caused Skadden, Arps, Slate, Meagher & Flom LLP, U.S. counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, in the

form set forth on Exhibit A-1, Exhibit A-2 and Exhibit A-3 hereto.

(e) Opinion of Mexican Counsel for the Company. The Company shall have

requested and caused González Calvillo, S.C., Mexican counsel for the Company, to have furnished to the

Representatives their opinion, dated the Closing Date and addressed to the Representatives, in the form set

forth on Exhibit B-1 and Exhibit B-2 hereto.

(f) Opinion of Peruvian Counsel for the Company. The Company shall have

requested and caused Rodrigo Elías & Medrano Abogados, Peruvian counsel for the Company, to have

furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives,

in the form set forth on Exhibit C-1 and Exhibit C-2 hereto.

(g) Opinion of U.S. Counsel for the Underwriters. The Representatives shall have

received from Cleary Gottlieb Steen & Hamilton LLP, U.S. counsel for the Underwriters, their opinion,

dated the Closing Date and addressed to the Representatives, and the Company and its subsidiaries shall

have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(h) Opinion of Mexican Counsel for the Underwriters. The Representatives shall

have received from Ritch Mueller, Heather y Nicolau, S.C., Mexican counsel for the Underwriters, their

opinion, dated the Closing Date and addressed to the Representatives, and the Company and its subsidiaries

shall have furnished to such counsel such documents as they request for the purpose of enabling them to

pass upon such matters.

(i) Opinion of Peruvian Counsel for the Underwriters. The Representatives shall

have received from Estudio Echecopar, a member firm of Baker & Mckenzie International, Peruvian

counsel for the Underwriters, their opinion, dated the Closing Date and addressed to the Representatives

and the Company and its subsidiaries shall have furnished to such counsel such documents as they request

for the purpose of enabling them to pass upon such matters.

(j) Officer’s Certificate. The Representatives shall have received a certificate, dated the Closing Date, of an executive officer of the Company and a principal financial or accounting

officer of the Company in which such officers shall state that: the representations and warranties of the

Company in this Agreement are true and correct; the Company has complied with all agreements and

satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no

stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings

for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation,

are contemplated by the Commission; and, subsequent to the date of the most recent financial statements in

the General Disclosure Package, there has been no material adverse change, nor any development or event

involving a prospective material adverse change, in the condition (financial or otherwise), results of

operations, business, properties or prospects of the Company and its subsidiaries taken as a whole except as

set forth in the General Disclosure Package or as described in such certificate.

14

The Company will furnish the Representatives with such conformed copies of such opinions, certificates,

letters and documents as the Representatives reasonably request. The Representatives may in their sole discretion

waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters

hereunder.

8. Indemnification and Contribution. (a) Indemnification of Underwriters. The Company will indemnify

and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each

person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the

Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or

several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or

state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact

contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final

Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission

of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will

reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in

connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation

or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or

commenced, and in connection with the enforcement of this provision with respect to any of the above as such

expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any

such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in

or omission or alleged omission from any of such documents in reliance upon and in conformity with written

information furnished to the Company by any Underwriter through the Representatives specifically for use therein,

it being understood and agreed that the only such information furnished by any Underwriter consists of the

information described as such in subsection (b) below.

(b) Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each

person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the

Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to

which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or

state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in

respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact

contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final

Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged

omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,

in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission

or alleged omission was made in reliance upon and in conformity with written information furnished to the

Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or

defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever

(whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based

upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are

incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of (a)

the third paragraph of text under the caption “Underwriting” in the Final Prospectus, concerning the terms of the

offering by the Underwriters; (b) the second sentence of the fourth paragraph of text under the caption

“Underwriting” in the Final Prospectus, concerning market making by the Underwriters; and (c) the fifth, sixth,

seventh and eighth paragraphs of text under the caption “Underwriting” in the Final Prospectus, concerning short

sales, stabilizing transactions and purchases to cover positions created by short sales by the Underwriters.

15

(c) Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section

of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made

against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the

commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it

may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the

forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the

indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than

under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the

indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and,

to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense

thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such

indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such

indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified

party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party

shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened

action in respect of which any indemnified party is or could have been a party and indemnity could have been

sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such

indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include

a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

(d) Contribution. If the indemnification provided for in this Section is unavailable or insufficient to hold

harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred

to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the

Company on the one hand and the Underwriters on the other from the offering of the Offered Securities or (ii) if the

allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to

reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the

one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such

losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same

proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to

the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be

determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or

the omission or alleged omission to state a material fact relates to information supplied by the Company or the

Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent

such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims,

damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or

other expenses reasonably incurred by such indemnified party in connection with investigating or defending any

action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no

Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the

Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue

statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of

Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent

misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to

their respective underwriting obligations and not joint. The Company and the Underwriters agree that it would not

be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the

Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take

account of the equitable considerations referred to in this Section 8(d).

9. Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase

Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such

defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the

Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by

other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the

non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder,

to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing

Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with

respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that

the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives

and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after

such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the

Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person

substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

16

10. Survival of Certain Representations and Obligations. The respective indemnities, agreements,

representations, warranties and other statements of the Company or its officers and of the several Underwriters set

forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or

statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective

representatives, officers or directors or any controlling person, and will survive delivery of and payment for the

Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason

other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will

reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the

Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered

Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under

Section 5 shall also remain in effect.

11. Notices. All communications hereunder will be in writing and will be mailed, delivered or telegraphed

and confirmed, to the addresses below:

If to the Representatives:

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010-3629

Facsimile: +1(646) 935-3690

Attention: LCD-IBD

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Facsimile: +1(212) 507-8999

Attention: Investment Banking Division

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

50 Rockefeller Plaza

NY1-050-12-02

New York, NY 10020

Facsimile: +1(646) 855-5958

Attention: High Grade Transaction Management / Legal

HSBC Securities (USA) Inc.

452 Fifth Avenue

New York, NY 10018 Facsimile: +1(212) 525-0238

Attention: Transaction Management Group

17

UBS Securities LLC

1285 Avenue of the Americas

New York, NY 10019

Facsimile: +1(203) 719-0495

Attention: Income Syndicate

provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed, delivered or telegraphed and confirmed to such Underwriter.

If to the Company:

Southern Copper Corporation

Edificio Parque Reforma

Campos Elíseos No. 400

Col. Lomas de Chapultepec

C.P. 11000 México, D.F., México

Facsimile: +(52 55) 1103-5583

Attention: General Counsel

12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their

respective successors and the officers and directors and controlling persons referred to in Section 8, and no other

person will have any right or obligation hereunder.

13. Representation of Underwriters. The Representatives will act for the several Underwriters in

connection with this offering and sale of Securities, and any action under this Agreement taken by the

Representatives jointly will be binding upon all the Underwriters.

14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be

deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

15. Absence of Fiduciary Relationship. The Company acknowledges and agrees that:

(a) No Other Relationship. The Representatives have been retained solely to act as

underwriters in connection with the sale of Offered Securities and that no fiduciary, advisory or agency relationship

between the Company and the Representatives has been created in respect of any of the transactions contemplated

by this Agreement or the Final Prospectus, irrespective of whether the Representatives have advised or are advising

the Company on other matters;

(b) Arms’ Length Negotiations. The price of the Offered Securities set forth in this

Agreement was established by the Company following discussions and arms-length negotiations with the

Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms,

risks and conditions of the transactions contemplated by this Agreement;

(c) Absence of Obligation to Disclose. The Company has been advised that the

Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that

differ from those of the Company and that the Representatives have no obligation to disclose such interests and

transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and

(d) Waiver. The Company waives, to the fullest extent permitted by law, any claims it

may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that

the Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary

duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including

stockholders, employees or creditors of the Company.

18

16. USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-

56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that

identifies their respective clients, including the Company, which information may include the name and address of

their respective clients, as well as other information that will allow the Underwriters to properly identify their

respective clients

17. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws

of the State of New York.

18. Jurisdiction. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state

courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to

this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any

objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the

transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or

proceeding in any such court has been brought in an inconvenient forum.

[Signature pages follow]

19

If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and

return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the

Company and the several Underwriters in accordance with its terms.

Very truly yours, Southern Copper Corporation

By:

Name:

Title:

Signature page to

Underwriting Agreement

The foregoing Underwriting Agreement is hereby confirmed

and accepted as of the date first above written.

Acting on behalf of themselves and as the

Representatives of the several Underwriters

CREDIT SUISSE SECURITIES (USA) LLC

By: Name:

Title:

Signature page to

Underwriting Agreement

The foregoing Underwriting Agreement is hereby confirmed

and accepted as of the date first above written.

Acting on behalf of themselves and as the

Representatives of the several Underwriters

MORGAN STANLEY & CO. LLC

By: Name:

Title:

Signature page to

Underwriting Agreement

The foregoing Underwriting Agreement is hereby confirmed

and accepted as of the date first above written.

Acting on behalf of themselves and as the

Representatives

of the several Underwriters

MERRILL LYNCH, PIERCE, FENNER &

SMITH

INCORPORATED

By: Name:

Title:

Signature page to

Underwriting Agreement

The foregoing Underwriting Agreement is hereby confirmed

and accepted as of the date first above written.

Acting on behalf of themselves and as the

Representatives

of the several Underwriters

HSBC SECURITIES (USA) INC.

By: Name:

Title:

Signature page to

Underwriting Agreement

The foregoing Underwriting Agreement is hereby confirmed

and accepted as of the date first above written.

Acting on behalf of themselves and as the

Representatives

of the several Underwriters

UBS SECURITIES LLC

By: Name:

Title:

By: Name:

Title:

Signature page to

Underwriting Agreement

SCHEDULE A

Underwriter

Principal Amount

of 2025 Notes

Credit Suisse Securities (USA) LLC U.S.$165,000,000

Morgan Stanley & Co. LLC. U.S.$165,000,000

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

U.S.$56,667,000

HSBC Securities (USA) Inc. U.S.$56,667,000

UBS Securities LLC U.S.$56,666,000

Total of 2025Notes U.S.$500,000,000

Underwriter

Principal Amount

of 2045 Notes

Credit Suisse Securities (USA) LLC U.S.$495,000,000

Morgan Stanley & Co. LLC. U.S.$495,000,000

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

U.S.$170,000,000 HSBC Securities (USA) Inc. U.S.$170,000,000

UBS Securities LLC U.S.$170,000,000

Total of 2045Notes U.S.$1,500,000,000

Schedule A

SCHEDULE B

1. General Use Free Writing Prospectuses (included in the General Disclosure Package)

“General Use Issuer Free Writing Prospectus” includes each of the following documents:

1. Final term sheet, dated April 20, 2015, to be filed with the Commission on April 21, 2015.

2. Other Information Included in the General Disclosure Package

The following information is also included in the General Disclosure Package:

None.

Schedule B

SCHEDULE C

Material Subsidiaries of Southern Copper Corporation

Subsidiary Jurisdiction of Organization

Percent Owned by

the Company

Americas Sales Company Inc. Delaware 100.00

Minera México Internacional Inc. Delaware 100.00

Southern Peru Limited Delaware 100.00

Buenavista del Cobre, S.A. de C.V. Mexico 99.99

Industrial Minera México, S.A. de C.V. Mexico 99.99

Mexicana del Arco, S.A. de C.V. Mexico 99.99

Mexicana de Cobre, S.A. de C.V. Mexico 98.14

Minera México, S.A. de C.V. Mexico 99.95

Operadora de Minas e Instalaciones Mineras, S.A. de C.V. Mexico 99.99

Servicios de Apoyo Administrativo, S.A. de C.V. Mexico 99.99

Compañía Minera Los Tolmos S.A. Peru 97.31

Schedule C

SCHEDULE D

Form of Comfort Letter from

Galaz, Yamazaki, Ruiz Urquiza S.C., member firm of Deloitte Touche Tohmatsu Limited

This draft is furnished solely for the purpose of indicating the form of letter that we would expect to be able to furnish the representatives of the several underwriters named in Schedule A of the Underwriting Agreement (the “Representatives”) in response to their request, the matters expected to be covered in the letter, and the nature of the procedures that we would expect to

perform with respect to such matters. Based on our discussions with the Representatives, it is our understanding that the procedures outlined in this draft letter are those they wish us to follow. Unless the Representatives inform us otherwise, we shall assume that there are no additional procedures they wish us to follow. The text of the letter itself will depend, of course, on the results of the procedures, which we would not expect to complete until shortly before the letter is given and in no event before the cutoff date indicated therein.

April 20, 2015

Credit Suisse Securities (USA) LLC Eleven Madison Avenue

New York, New York 10010-3629

Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036

HSBC Securities (USA), Inc.

452 Fifth Avenue

New York, New York 10018

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, New York 10036

UBS Securities LLC

1285 Avenue of the Americas

New York, New York 10019

as representatives of the several underwriters named in Schedule A of the Underwriting Agreement relating

to the Notes (as defined below)

Ladies and Gentlemen:

We have audited the consolidated balance sheets of Southern Copper Corporation and subsidiaries (the “Company”)

as of December 31, 2014 and 2013 and the consolidated statements of earnings, comprehensive income, equity and

cash flows for each of the three years in the period ended December 31, 2014, the related financial statement

schedules, and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. The Company’s financial statements, financial statement schedules and our report thereon and our report on the

effectiveness of the Company's internal control over financial reporting (which report expresses an adverse opinion

on the effectiveness of the Company’s internal control over financial reporting because of a material weakness) are

included in the Company’s annual report on Form 10-K for the year ended December 31, 2014 which is

incorporated by reference in the preliminary prospectus supplement dated April 20, 2015 (the “Preliminary

Prospectus”) and the final prospectus supplement dated April 20, 2015 (the “Final Prospectus” and together with the

Preliminary Prospectus, the “Prospectus”), for the offer and sale of U.S.$500,000,000, 3.875% Notes due 2025 and

U.S.$1,500,000,000, 5.875%% Notes due 2045 (collectively, the “Notes”) under registration statement (No. 333-

203237) on Form S-3, filed by the Company under the Securities Act of 1933, as amended (the “Act”).

Schedule D

In connection with the Prospectus —

1. We are an independent registered public accounting firm with respect to the Company within the meaning of

the Act and the applicable rules and regulations thereunder adopted by the Securities and Exchange

Commission (“SEC”) and the Public Company Accounting Oversight Board (United States) (“PCAOB”).

2. In our opinion, the consolidated annual financial statements and financial statement schedules audited by us

and incorporated by reference in the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the Securities Exchange Act of 1934, and the related rules and

regulations adopted by the SEC.

3. We have not audited any financial statements of the Company as of any date or for any period subsequent to

December 31, 2014; although we have conducted an audit for the year ended December 31, 2014, the

purpose (and therefore the scope) of the audit was to enable us to express our opinion on the consolidated

financial statements as of December 31, 2014, and for the year then ended, but not on the consolidated

financial statements for any interim period within that year. Therefore, we are unable to and do not express

any opinion on the financial position, results of operations, comprehensive income or cash flows as of any

date or for any period subsequent to December 31, 2014.

4. For purposes of this letter, we have read the 2015 minutes of the meetings of the stockholders, the board of directors, and the Corporate Practices Committee, the Finance and Planning Committee and the Audit

Committee of the Company and its subsidiaries as set forth in the minutes books at April 17, 2015, officials

of the Company having advised us that the minutes of all such meetings through those dates were set forth

therein; we have carried out other procedures to April 17, 2015 as follows (our work did not extend to the

period from April 18, 2015 to April 20, 2015, inclusive):

a. With respect to the period from January 1, 2015 to March 31, 2015, we have –

a. Read the unaudited consolidated financial statements of the Company and subsidiaries for

January, February and March of both 2015 and 2014 furnished to us by the Company, officials of

the Company having advised us that no such financial statements as of any date or for any period

subsequent to March 31, 2015 were available.

b. Inquired of certain officials of the Company who have responsibility for financial and accounting

matters whether the unaudited consolidated financial statements referred to in a(i) are stated on a

basis substantially consistent with that of the audited consolidated financial statements included in

the Company’s annual report on Form 10-K for the year ended December 31, 2014 which is

incorporated by reference in the Prospectus.

The foregoing procedures do not constitute an audit conducted in accordance with the standards of the

PCAOB. Also, they would not necessarily reveal matters of significance with respect to the comments in the

following paragraph. Accordingly, we make no representations about the sufficiency of the foregoing

procedures for your purposes.

Schedule D

5. Nothing came to our attention as a result of the foregoing procedures, however, that caused us to believe

that—

a.

(i) At March 31, 2015, there was any change in the common stock, increase in debt (including

short-term debt and the current portion of long-term debt), or decrease in consolidated net

current assets or stockholders' equity of the Company as compared with amounts shown in the

December 31, 2014 consolidated balance sheet included or incorporated by reference in the

Prospectus, except in all instances for changes, increases or decreases that the Prospectus

discloses have occurred or may occur and except as discussed below or

(ii) For the period from January 1, 2015 to March 31, 2015, there were any decreases, as compared

with the corresponding period in the preceding year, in consolidated net sales, operating income

or in the total or per-share amounts of net income, except in all instances for changes, increases

or decreases that the Prospectus discloses have occurred or may occur and except as discussed below.

As of March 31, 2015, common stock changed, debt (including short-term debt and the current portion of

long-term debt) increased and consolidated net current assets and stockholders’ equity decreased as shown in

the following table:

As of March 31, 2015

(thousands of U.S. dollars)

As of December 31,

2014

(thousands of U.S.

dollars)

Common stock

(including additional

paid-in capital)

$3,350,802 $3,353,515

Debt (including short-

term debt and the

current portion of long-

term debt)

$4,256,345 $4,206,031

Net current assets $951,988 $1,338,884

Stockholders’ equity $5,669,634 $5,836,599

Schedule D

For the period from January 1, 2015 to March 31, 2015, consolidated net sales, operating income, net income and net income per share decreased, as compared to the same period in the previous year, as

shown in the following table:

January 1, 2015 to

March 31, 2015

January 1, 2014 to

March 31, 2014

Net sales $1,274,807 $1,354,383

Operating income $436,937 $562,927

Net income $283,687 $324,597

Net earnings per share $0.35 $0.39

6. Company officials have advised us that no consolidated financial statements as of any date or for any period

subsequent to March 31, 2015 are available; accordingly, the procedures carried out by us with respect to changes in financial statement items after March 31, 2015, have, of necessity, been even more limited than

those with respect to the periods referred to in 4. We have inquired of certain officials of the Company who

have responsibility for financial and accounting matters whether (a) at April 17, 2015 there was any change

in the common stock, increase in debt (including short-term debt and the current portion of long-term debt),

or any decreases in net current assets or stockholders’ equity of the Company as compared with amounts

shown on the December 31, 2015 consolidated balance sheet included in the Company's annual report on

Form 10-K for the year ended December 31, 2014, incorporated by reference in the Prospectus, or (b) for the

period from January 1, 2015 to April 17, 2015, there were any decreases, as compared with the

corresponding period in the preceding year, in consolidated net sales, operating income or in the total or per-

share amounts of net income. On the basis of these inquiries and our reading of the minutes as described in 4,

nothing came to our attention that caused us to believe that there was any such change, increase, or decrease, except in all instances for changes, increases, or decreases that the Prospectus discloses have occurred or may

occur and except as described in the following sentence. We have been informed by officials of the Company

that, although the exact amounts may not be fully determined as of April 17, 2015 and for the period from

January 1, 2015 to April 17, 2015, they believe that the changes, increases and decreases described in

paragraph 5 have remained through such date and for such period.

7. For purposes of this letter, we have also read the section labeled “Capitalization”, specifically the amounts

under the captions “Historical” as contained in such section as set forth on page S-11 in the Preliminary

Prospectus and on page S-X in the Final Prospectus and under the caption “As Adjusted” as contained in such section as set forth on page S-X in the Final Prospectus. In relation thereto, we performed procedures

and have the following comments:

a. With respect to the amounts listed under the caption “Historical”, we (i) compared the amounts with

the balances in the corresponding accounts in the annual consolidated financial statements referred to

in the introductory paragraph of this letter and found them to be in agreement, or (ii) proved the

arithmetic accuracy of the summations based on the data in the audited consolidated financial

statements previously described.

b. We compared the amounts listed under the caption “Historical” adjusted for the issuance of the Notes

to be offered by means of the Prospectus, and for the proposed use of a portion of the estimated

proceeds from the issuance of the Notes as described in the Prospectus under “Use of Proceeds”, with the amounts shown under the caption “As Adjusted” and found such amounts to be in agreement.

However, we make no comments regarding the reasonableness of the “Use of Proceeds” or whether

such use will actually take place.

Schedule D

8. For purposes of this letter, we have also read the items identified by you on the attached copies of the

Prospectus, the annual report on Form 10-K of the Company for the year ended December 31, 2014 and the

Definitive Proxy Statement on Schedule 14A of the Company filed with the SEC on March 27, 2015, and

have performed the following procedures, which were applied as indicated with respect to the symbols

explained below:

A Compared the amounts to the corresponding amounts included in the Company’s audited consolidated

financial statements as of and for the year ended as indicated therein, and found them to be in

agreement.

B Proved the arithmetic accuracy of the amounts, percentages or ratios based on the data in the

Company’s audited consolidated financial statements as of and for the year ended as indicated therein,

and found them to be in agreement after rounding.

C Compared the amounts, percentage or ratios to corresponding amounts in analyses prepared by the

Company and found them to be in agreement, rounded where appropriate. With respect to such

analyses, we have been informed by the Company that the amounts contained in such analyses have been prepared or derived from the accounting records that are subject to the internal controls of the

Company’s accounting system. With respect to the amounts in such analyses, we (a) compared the

amounts to the Company’s accounting records and found them to be in agreement, and (b) proved the

arithmetic accuracy of the amounts, percentages or ratios therein including previous years’ amounts

when applicable.

9. With respect to paragraph 8 above:

a. It should be understood that we make no representations regarding questions of legal interpretation or

regarding the sufficiency for your purposes of the procedures enumerated in the preceding paragraph;

also, such procedures would not necessarily reveal any material misstatement of the amounts or percentages listed above. Further, we have addressed ourselves solely to the foregoing data as set forth

in the Prospectus and make no representations regarding the adequacy of disclosure or regarding

whether any material facts have been omitted.

b. It should be understood that (1) we make no representations regarding the Company’s determination

and presentation of the non-GAAP measures of financial performance or liquidity (cash cost per pound

of copper produced and net debt to total capitalization), (2) the non-GAAP measure presented may not

be comparable to similarly titled measures reported by other companies, and (3) we make no comment

as to whether the non-GAAP measure complies with the requirements of Item 10 of Regulation S-K

(S-B).

c. Our audit of the consolidated financial statements for the periods referred to in the introductory

paragraph of this letter comprised audit tests and procedures deemed necessary for the purpose of

expressing an opinion on such financial statements taken as a whole. For none of the periods referred

to therein, or any other period, did we perform audit tests for the purpose of expressing an opinion on

individual balances of accounts or summaries of selected transactions such as those enumerated above

and, accordingly, we express no opinion thereon.

Schedule D

10. This letter is for the information of the addressees and is solely to assist the underwriters in conducting and

documenting their investigation of the affairs of the Company in connection with the offering of the securities covered by the Prospectus, and it is not to be used, circulated, quoted, or otherwise referred to

within or without the underwriting group for any purpose, including but not limited to the registration,

purchase, or sale of securities, nor is it to be filed with or referred to in whole or in part in the Prospectus or

any other document, except that reference may be made to it in the underwriting agreement or in any list of

closing documents pertaining to the offering of the securities covered by the Prospectus.

Yours truly,

Galaz, Yamazaki, Ruiz Urquiza, S.C.

Member of Deloitte Touche Tohmatsu Limited

C.P.C. Miguel Angel Andrade Leven

Schedule D

EXHIBIT A-1

Form of Corporate Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

U.S. Counsel to the Company

April [●], 2015

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

HSBC Securities (USA) Inc.

452 Fifth Avenue

New York, New York 10018

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, New York 10036

UBS Securities LLC

1285 Avenue of the Americas

New York, New York 10019

As Representatives of the several Underwriters

Re: Southern Copper Corporation [●]% Notes due 2025 and [●]% Notes due 2045

Ladies and Gentlemen:

We have acted as special counsel to Southern Copper Corporation, a Delaware corporation (the

“Company” or “Our Client”), in connection with the Underwriting Agreement, dated April [●], 2015 (the

“Underwriting Agreement”), between you, as representatives of the several underwriters named therein (the

“Underwriters”), and the Company, relating to the sale by the Company to the Underwriters of the Company’s $[●]

aggregate principal amount of [●]% Notes due 2025 and $[●] aggregate principal amount of [●]% Notes due 2045

(collectively, the “Securities”) to be issued under the Indenture, dated as of April 16, 2010 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by

the Fifth Supplemental Indenture, dated as of April [●], 2015 (the “Fifth Supplemental Indenture”), between the

Company and the Trustee, and the Sixth Supplemental Indenture, dated as of April [●], 2015 (the “Sixth

Supplemental Indenture”), between the Company and the Trustee (each an “Indenture” and together the

“Indentures”). Neither the delivery of this letter nor anything in connection with the preparation, execution or

delivery of the Transaction Agreements (as herein defined) or the transactions contemplated thereby is intended to

create or shall create an attorney-client relationship with you or any other party except Our Client.

Exhibit A-1

This opinion is being furnished to you pursuant to Section 7(d) of the Underwriting Agreement.

In rendering the opinions set forth herein, we have examined and relied upon the following:

(a) the registration statement on Form S-3 (File No. 333-203237) of the Company, relating to the Securities and other securities of the Company filed with the Securities and Exchange Commission

(the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) on April 3, 2015 allowing

for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the

“Rules and Regulations”), including information deemed to be a part of the registration statement pursuant to Rule

430B of the Rules and Regulations (such registration statement, including the Incorporated Documents (as defined

below), being hereinafter referred to as the “Registration Statement”);

(b) the prospectus, dated April 3, 2015 (the “Base Prospectus”), which forms a part of and

is included in the Registration Statement;

(c) the preliminary prospectus supplement, dated April 14, 2015 (together with the Base

Prospectus and the Incorporated Documents, the “Preliminary Prospectus Supplement”), relating to the offering of

the Securities, in the form filed by the Company pursuant to Rule 424(b) of the Rules and Regulations;

(d) the “issuer free writing prospectus” (as defined in Rule 433(h)(1) of the Rules and

Regulations) of the Company relating to the offering of the Securities, filed with the Commission on April [●],

2015;

(e) the final prospectus supplement, dated April [●], 2015 (together with the Base

Prospectus and the Incorporated Documents, the “Prospectus Supplement”), relating to the offering of the Securities,

in the form filed by the Company on April [●], 2015, pursuant to Rule 424(b) of the Rules and Regulations;

(f) the documents described on Schedule I hereto filed by the Company with the

Commission pursuant to the Securities Exchange Act of 1934, as amended, and incorporated by reference into the

Preliminary Prospectus and the Prospectus Supplement, as of the date hereof (collectively, the “Incorporated

Documents”);

(g) an executed copy of the Underwriting Agreement;

Exhibit A-1

(h) an executed copy of the Base Indenture;

(i) an executed copy of the Fifth Supplemental Indenture;

(j) an executed copy of the Sixth Supplemental Indenture;

(k) executed copies of the global certificates evidencing the Securities (the “Note

Certificates”) in the form delivered by the Company to the Trustee for authentication and delivery;

(l) an executed copy of a certificate of Oscar González Rocha, President and Chief

Executive Officer of the Company, dated the date hereof, a copy of which is attached as Exhibit A hereto (the

“Officer’s Certificate”);

(m) an executed copy of a certificate of Hans A. Flury Royle, Secretary of the Company,

dated the date hereof (the “Secretary’s Certificate”);

(n) a copy of the Amended and Restated Certificate of Incorporation of the Company, as

certified by the Secretary of State of the State of Delaware, and certified pursuant to the Secretary’s Certificate;

(o) a copy of the Bylaws of the Company, as amended and in effect as of the date hereof,

certified pursuant to the Secretary’s Certificate;

(p) a copy of the Amended and Restated Certificate of Incorporation of Southern Peru

Limited, as certified by the Secretary of State of the State of Delaware, and certified pursuant to the Secretary’s Certificate;

(q) a copy of the Bylaws of Southern Peru Limited, as amended and in effect as of the

date hereof, certified pursuant to the Secretary’s Certificate;

(r) copies of certain resolutions of the Board of Directors of the Company, adopted

January 30, 2015, and resolutions of the Pricing Committee thereof, adopted April [●], 2015, certified pursuant to

the Secretary’s Certificate;

(s) copies of each of the Scheduled Contracts (as defined below); and

(t) copies of certificates, dated April [●], 2015, and bringdown verifications thereof,

dated the date hereof, from the Secretary of State of the State of Delaware with respect to the existence and good

standing of each of the Company and Southern Peru Limited in such jurisdiction (collectively, the “Delaware

Certificates”).

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of

such records of the Company and such agreements, certificates and receipts of public officials, certificates of

officers or other representatives of the Company and others, and such other documents as we have deemed

necessary or appropriate as a basis for the opinions set forth below.

Exhibit A-1

In our examination, we have assumed the genuineness of all signatures including endorsements,

the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as

originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or

photostatic copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated

herein that we did not independently establish or verify, we have relied upon statements and representations of

officers and other representatives of the Company and others and of public officials, including the facts and

conclusions set forth in the Officer’s Certificate.

We do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws

of the State of New York, (ii) the federal laws of the United States of America and (iii) the General Corporation Law

of the State of Delaware (the “DGCL”).

The Underwriting Agreement, the Note Certificates and the Indentures are referred to herein

collectively as the “Transaction Agreements.” “Organizational Documents” means those documents listed in

paragraphs (n) through (q) above, “Scheduled Contracts” means those agreements or instruments described on

Schedule II hereto, “Scheduled Orders” means those orders or decrees described on Schedule I to the Officer’s

Certificate and “General Disclosure Package” means the Preliminary Prospectus Supplement, as amended and

supplemented by the documents identified on Schedule B to the Underwriting Agreement.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are

of the opinion that:

1. Based solely on our review of the Delaware Certificates, each of the Company and Southern

Peru Limited is duly incorporated and is validly existing and in good standing under the DGCL.

2. The Company has the corporate power and authority to execute and deliver each of the Transaction Agreements and to consummate the issuance and sale of the Securities contemplated thereby.

3. The Underwriting Agreement and each Indenture has been duly authorized, executed and

delivered by all requisite corporate action on the part of the Company under the DGCL and duly executed and

delivered by the Company under the laws of the State of New York to the extent that such execution and delivery

are governed by the laws of the State of New York.

4. Each of the Indentures constitutes a valid and binding obligation of the Company, enforceable

against the Company in accordance with its terms under the laws of the State of New York.

5. Neither the execution and delivery by the Company of the Transaction Agreements nor the

consummation by the Company of the issuance and sale of the Securities contemplated thereby: (i) conflicts with the

Organizational Documents; (ii) constitutes a violation of, or default under, any Scheduled Contract; (iii) contravenes

any Scheduled Order; or (iv) violates the DGCL or any law, rule or regulation of the State of New York or the

United States of America.

Exhibit A-1

6. Neither the execution and delivery by the Company of the Transaction Agreements nor the

consummation by the Company of the issuance and sale of the Securities contemplated thereby requires the consent,

approval, licensing or authorization of, or any filing, recording or registration with, any court or governmental

authority under any law, rule or regulation of the DGCL, the State of New York or the United States of America

except for those consents, approvals, licenses and authorizations already obtained and those filings, recordings and

registrations already made.

7. To our knowledge, there are no legal or governmental proceedings pending to which the

Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is

subject that are required to be disclosed in the General Disclosure Package and the Prospectus Supplement pursuant

to Item 103 of Regulation S-K of the Rules and Regulations that are not so disclosed.

8. The Note Certificates have been duly authorized by all requisite corporate action on the part of

the Company and duly executed by the Company under the DGCL, and when duly authenticated by the Trustee and

issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting

Agreement and the Indenture, the Note Certificates will constitute valid and binding obligations of the Company,

entitled to the benefits of the Indentures and enforceable against the Company in accordance with their terms under

the laws of the State of New York.

9. The statements in the Prospectus Supplement and the General Disclosure Package under the

captions “Description of the Notes” insofar as such statements purport to summarize certain provisions of the Indentures and the Note Certificates, fairly summarize such provisions in all material respects.

10. The Company is not and, solely after giving effect to the offering and sale of the Securities and

the application of the proceeds thereof as described in the General Disclosure Package and the Prospectus

Supplement , will not be an “investment company” as such term is defined in the Investment Company Act of 1940.

The opinions stated herein are subject to the following qualifications:

(a) the opinions stated herein are limited by applicable bankruptcy, insolvency,

reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights

generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law);

(b) except to the extent expressly stated in the opinions contained herein, we do not

express any opinion with respect to the effect on the opinions stated herein of (i) the compliance or non-compliance of any party to any of the Transaction Agreements with any laws, rules or regulations applicable to such party or (ii)

the legal status or legal capacity of any party to any of the Transaction Agreements;

(c) except to the extent expressly stated in the opinions contained herein, we do not

express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the

Transaction Agreements or the transactions contemplated thereby solely because such law, rule or regulation is part

of the regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or

business operations of such party or such affiliates;

Exhibit A-1

(d) we do not express any opinion with respect to any securities, antifraud, derivatives or

commodities laws, rules or regulations or Regulations T, U or X of the Board of Governors of the Federal Reserve

System;

(e) except to the extent expressly stated in the opinions contained herein, we have

assumed that each of the Transaction Agreements constitutes the valid and binding obligation of each party to such

Transaction Agreement, enforceable against such party in accordance with its terms;

(f) we do not express any opinion with respect to whether the execution or delivery of any

Transaction Agreement by the Company, or the performance by the Company of its obligations under any

Transaction Agreement, will constitute a violation of, or a default under, any covenant, restriction or provision with

respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company or

any of its subsidiaries;

(g) the opinion set forth in paragraph 7 above is based solely on our discussions with the officers of the Company responsible for the matters discussed therein, our review of documents furnished to us by

the Company and our reliance on the representations and warranties of the Company contained in the Underwriting

Agreement and the Officer’s Certificate; we have not made any other inquiries or investigations or any search of the

public docket records of any court, governmental agency or body or administrative agency. In addition, we call to

your attention that we have not been engaged by, nor have we rendered any advice to, the Company in connection

with any legal or governmental proceedings. Accordingly, we do not have any special knowledge with respect to

such matters. We understand that such matters have been and are being handled by other counsel;

(h) we call to your attention that certain of the Scheduled Contracts are governed by laws

other than those with respect to which we express our opinion, and we have not consulted attorneys admitted in any

such jurisdiction; the opinions stated herein are based solely upon our understanding of the plain meaning of the

language contained in such Scheduled Contracts, and we do not assume any responsibility for any interpretation

thereof inconsistent with such understanding;

(i) we do not express any opinion with respect to the enforceability of any provision

contained in any Transaction Agreement relating to any indemnification, contribution, exculpation or waiver that

may be contrary to public policy or violative of federal or state securities laws;

(j) we call to your attention that irrespective of the agreement of the parties to any

Transaction Agreement concerning personal jurisdiction over them, a court may decline to hear a case on grounds of

forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes;

in addition, we call to your attention that we do not express any opinion with respect to the subject matter

jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any

Transaction Agreement; and

Exhibit A-1

(k) to the extent that any opinion relates to the enforceability of the choice of New York

law and choice of New York forum provisions contained in any Transaction Agreement, the opinions stated herein

are subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and

limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity or

constitutionality.

In addition, in rendering the foregoing opinions we have assumed that:

(a) except to the extent expressly stated in the opinions contained herein with respect to

the Company, neither the execution and delivery by the Company of the Transaction Agreements nor the

consummation by the Company of the transactions contemplated thereby, including the issuance and sale of the

Securities: (i) conflicts or will conflict with the Organizational Documents, (ii) constitutes or will constitute a

violation of, or a default under, any lease, indenture, instrument or other agreement to which the Company or its property is subject, (iii) contravenes or will contravene any order or decree of any governmental authority to which

the Company or its property is subject, (iv) violates or will violate any law, rule or regulation to which the Company

or its property is subject or (v) requires the consent, approval, licensing or authorization of, or any filing, recording

or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.

This opinion is furnished only to you as representatives of the Underwriters and is solely for the

Underwriters’ benefit in connection with the closing occurring today and the offering of the Securities, in each case

pursuant to the Underwriting Agreement. Without our prior written consent, this opinion may not be used,

circulated, quoted or otherwise referred to for any other purpose or relied upon by, or assigned to, any other person

for any purpose, including any other person that acquires any Securities or that seeks to assert the rights of an

Underwriter in respect of this opinion (other than an Underwriter’s successor in interest by means of merger,

consolidation, transfer of a business or other similar transaction).

Very truly yours,

Exhibit A-1

Schedule I

Incorporated Documents

1. Annual Report of the Company on Form 10-K for the year ended December 31, 2014, filed on

March 2, 2015.

2. Definitive Proxy Statement of the Company on Schedule 14A filed on March 27, 2015 (to the

extent incorporated into the Annual Report of the Company on Form 10-K for the year ended

December 31, 2014).

3. Current Report on Form 8-K of the Company filed with the Commission on March 30, 2015.

4. Current Report on Form 8-K of the Company filed with the Commission on April 17, 2015.

Exhibit A-1

Schedule II

Scheduled Contracts

1. Indenture governing U.S.$200,000,000 6.375% Notes due 2015, by and among Southern Copper

Corporation, The Bank of New York and The Bank of New York (Luxembourg) S.A.

2. Indenture governing U.S.$600,000,000 7.500% Notes due 2035, by and among Southern Copper

Corporation, The Bank of New York and The Bank of New York (Luxembourg) S.A.

3. Indenture governing $400,000,000 7.500% Notes due 2035, by and among Southern Copper

Corporation, The Bank of new York and The Bank of New York (Luxembourg) S.A.

4. Indenture, dated as of April 16, 2010, between Southern Copper Corporation and Wells Fargo Bank, National Association.

5. First Supplemental Indenture, dated as of April 16, 2010, between Southern Copper Corporation and

Wells Fargo, National Association.

6. Second Supplemental Indenture, dated as of April 16, 2010, between Southern Copper Corporation

and Wells Fargo Bank, National Association.

7. Third Supplemental Indenture, dated as of November 8, 2012, between Southern Copper

Corporation and Wells Fargo Bank, National Association.

8. Fourth Supplemental Indenture, dated as of November 8, 2012, between Southern Copper

Corporation and Wells Fargo Bank, National Association.

9. Service Agreement entered into by the Company with a subsidiary of Grupo Mexico S.A.B. de C.V.

10. Agreement and Plan of Merger, dated as of October 21, 2004, by and among Southern Copper

Corporation, SCC Merger Sub, Inc., Americas Sales Company, Inc., Americas Mining Corporation

and Minera Mexico S.A. de C.V.

Exhibit A-1

Exhibit A

Officer’s Certificate

Exhibit A-1

EXHIBIT A-2

Form of Tax Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

U.S. Counsel to the Company

April [●], 2015

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

HSBC Securities (USA) Inc.

452 Fifth Avenue

New York, New York 10018

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, New York 10036

UBS Securities LLC

1285 Avenue of the Americas New York, New York 10019

As Representatives of the several Underwriters

Re: Southern Copper Corporation [●]% Notes due 2025 and [●]% Notes due 2045

Ladies and Gentlemen:

We have acted as United States tax counsel to Southern Copper Corporation, a Delaware

corporation (the “Company”), in connection with the Underwriting Agreement, dated April [●], 2015 (the

“Underwriting Agreement”), between you, as representatives of the several underwriters named therein (the

“Underwriters”), and the Company, relating to the sale by the Company to the Underwriters of the Company’s U.S.

$[●] aggregate principal amount of [●]% Notes due 2025 and U.S. $[●] aggregate principal amount of [●]% Notes

due 2045 (collectively, the “Securities”) to be issued under the Indenture, dated as of April 16, 2010, between the

Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Fifth

Supplemental Indenture, dated as of April [●], 2015, between the Company and the Trustee, and the Sixth

Supplemental Indenture, dated as of April [●], 2015, between the Company and the Trustee (each an “Indenture”

and together the “Indentures”).

Exhibit A-2

This opinion is being furnished to you pursuant to Section 7(d) of the Underwriting Agreement.

In rendering the opinions set forth herein, we have examined and relied upon the following:

(a) the registration statement on Form S-3 (File No. 333-203237) of the Company,

relating to the Securities and other securities of the Company filed with the Securities and Exchange Commission

under the Securities Act of 1933, as amended (the “Securities Act”) on April 3, 2015 allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”),

including information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and

Regulations (such registration statement, the “Registration Statement”);

(b) the prospectus, dated April 3, 2015 (the “Base Prospectus”), which forms a part of and

is included in the Registration Statement;

(c) the preliminary prospectus supplement, dated April 14, 2015 (together with the Base

Prospectus, the “Preliminary Prospectus Supplement”) relating to the offering of the Securities, in the form filed by

the Company pursuant to Rule 424(b) of the Rules and Regulations;

(d) the “issuer free writing prospectus” (as defined in Rule 433(h)(1) of the Rules and

Regulations) of the Company relating to the offering of the Securities, filed with the Commission on April [●],

2015;

(e) the final prospectus supplement, dated April [●], 2015 (together with the Base Prospectus, the “Prospectus Supplement”), relating to the offering of the Securities, in the form filed by the

Company on April [●], 2015, pursuant to Rule 424(b) of the Rules and Regulations; and

(f) an executed copy of the Underwriting Agreement.

For purposes of our opinion, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to

original documents of all documents submitted to us as certified, conformed, electronic or photostatic copies, and

the authenticity of the originals of such latter documents.

In addition, we have relied on factual statements and representations of the officers and other representatives of the Company and others, and we have assumed that such statements and representations are and

will continue to be true, correct and complete without regard to any qualification as to knowledge or belief.

Exhibit A-2

Our opinion is based on the U.S. Internal Revenue Code of 1986, as amended, U.S. Treasury

regulations, judicial decisions, published positions of the U.S. Internal Revenue Service, and such other

authorities as we have considered relevant, all as in effect as of the date of this opinion and all of which are

subject to differing interpretations or change at any time (possibly on a retroactive basis). A change in the

authorities upon which our opinion is based could affect the conclusions expressed herein. There can be no assurance, moreover, that the opinion expressed herein will be accepted by the U.S. Internal Revenue Service or,

if challenged, by a court.

Based upon and subject to the foregoing, and subject to the limitations, qualifications, exceptions

and assumptions set forth herein, in the Preliminary Prospectus Supplement or in the Prospectus Supplement we are

of the opinion that, under current U.S. federal income tax law, although the discussion set forth in the Preliminary

Prospectus Supplement and the Prospectus Supplement under the heading "United States Federal Income Tax

Consequences to Non-U.S. Holders" does not purport to summarize all possible U.S. federal income tax

considerations of the purchase, ownership and disposition of the Securities to Non-U.S. Holders (as defined

therein), such discussion constitutes, in all material respects, a fair and accurate summary of the U.S. federal

income tax considerations of the purchase, ownership and disposition of the Securities to Non-U.S. Holders who

purchase the Securities pursuant to the Prospectus Supplement.

This opinion is furnished only to you as representatives of the Underwriters and is solely for the Underwriters' benefit in connection with the closing occurring today and the offering of the Securities, in each case

pursuant to the Underwriting Agreement. Except as set forth above, we express no opinion to any party as to any tax

consequences, whether federal, state, local or foreign, of the offering of the Securities or of any transaction related

thereto. Without our prior written consent, this opinion may not be relied upon by any other person for any purpose.

This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion

to reflect any legal developments or factual matters arising subsequent to the date hereof. Very truly yours,

Exhibit A-2

EXHIBIT A-3

Form of 10b-5 Letter of Skadden, Arps, Slate, Meagher & Flom LLP

U.S. Counsel to the Company

April [●], 2015

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

HSBC Securities (USA) Inc.

452 Fifth Avenue

New York, New York 10018

Merrill Lynch, Pierce, Fenner & Smith

Incorporated One Bryant Park

New York, New York 10036

UBS Securities LLC

1285 Avenue of the Americas

New York, New York 10019

As Representatives of the several Underwriters

Re: Southern Copper Corporation [●]% Notes due 2025 and [●]% Notes due 2045

Ladies and Gentlemen:

We have acted as special counsel to Southern Copper Corporation, a Delaware corporation (the

“Company”), in connection with the Underwriting Agreement, dated April [●], 2015 (the “Underwriting

Agreement”), between you, as representatives of the several underwriters named therein (the “Underwriters”), and

the Company, relating to the sale by the Company to the Underwriters of the Company’s $[●] aggregate principal

amount of [●]% Notes due 2025 and $[●] aggregate principal amount of [●]% Notes due 2045 (collectively, the

“Securities”) to be issued under the Indenture, dated as of April 16, 2010 (the “Base Indenture”), between the

Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Fifth

Supplemental Indenture, dated as of April [●], 2015, between the Company and the Trustee, and the Sixth

Supplemental Indenture, dated as of April [●], 2015, between the Company and the Trustee.

Exhibit A-3

This letter is being furnished to you pursuant to Section 7(d) of the Underwriting Agreement.

In the above capacity, we have reviewed (i) the registration statement on Form S-3 (File No. 333-

203237) of the Company relating to the Securities and other securities of the Company filed on April 3, 2015 with

the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the

“Securities Act”) allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under

the Securities Act (the “Rules and Regulations”), including the Incorporated Documents (as defined below) and the

information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations

(such registration statement, being hereinafter referred to as the “Registration Statement”); (ii) the prospectus, dated

April 3, 2015 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement; (iii) the

preliminary prospectus supplement, dated April 14, 2015 (together with the Base Prospectus and the Incorporated

Documents, the “Preliminary Prospectus”), relating to the offering of the Securities in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and (iv) the prospectus supplement, dated April

[●], 2015 (the “Prospectus Supplement” and, together with the Base Prospectus and the Incorporated Documents,

the “Prospectus”), relating to the offering of the Securities in the form filed with the Commission pursuant to Rule

424(b) of the Rules and Regulations. We also have reviewed the documents identified on Schedule A hereto filed

with the Commission pursuant to the Securities Exchange Act of 1934, as amended, and incorporated by reference

into the Registration Statement, Preliminary Prospectus and the Prospectus as of the date hereof (collectively, the

“Incorporated Documents”), the “issuer free writing prospectus” (as defined in Rule 433(h)(1) of the Rules and

Regulations) identified on Schedule B hereto relating to the Securities (the “Free Writing Prospectus”) and such

other documents as we deemed appropriate.

Assuming the accuracy of the representations and warranties of the Company set forth in Sections

2(c)(i), 2(c)(iii) and 2(d) of the Underwriting Agreement, the Registration Statement became effective upon filing with the Commission pursuant to Rule 462 of the Rules and Regulations and, pursuant to Section 309 of the Trust

Indenture Act of 1939, as amended (the “Trust Indenture Act”), the Base Indenture has been qualified under the

Trust Indenture Act, and to our knowledge, based solely upon our review of the Commission’s website, no stop

order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that

purpose have been instituted or are pending or threatened by the Commission.

In addition, we have participated in conferences with officers and other representatives of the

Company, representatives of the independent registered public accountants of the Company and you, as

representatives of the several Underwriters, and Cleary Gottlieb Steen & Hamilton LLP, counsel for the several

Underwriters, at which the contents of the Registration Statement, the Prospectus, the General Disclosure Package

(as defined below) and related matters were discussed. We did not participate in the preparation of the Incorporated

Documents but have, however, reviewed such documents and discussed the business and affairs of the Company

with officers and other representatives of the Company. We do not pass upon, or assume any responsibility for, the accuracy, completeness or fairness of the statements contained or incorporated by reference into the Registration

Statement, the Prospectus or the General Disclosure Package and have made no independent check or verification

thereof (except to the limited extent referred to in paragraph 9 of our opinion to you dated the date hereof and our

opinion to you, dated the date hereof, relating to the discussion in the General Disclosure Package and the

Prospectus Supplement under the heading “United States Federal Income Tax Consequences to Non-U.S. Holders”).

Exhibit A-3

On the basis of the foregoing, (i) the Registration Statement, at the Effective Time (as defined

below) and the Prospectus, as of the date of the Prospectus Supplement, appeared on their face to be appropriately

responsive in all material respects to the requirements of the Securities Act and the Rules and Regulations (except

that in each case we do not express any view as to the financial statements, schedules and other financial

information included or incorporated by reference therein or excluded therefrom or the Statement of Eligibility on

Form T-1 (the “Form T-1”)) and (ii) no facts have come to our attention that have caused us to believe that the

Registration Statement, at the Effective Time, contained an untrue statement of a material fact or omitted to state a

material fact required to be stated therein or necessary to make the statements therein not misleading, or that the

Prospectus, as of the date of the Prospectus Supplement and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading (except that in each case we

do not express any view as to the financial statements, schedules and other financial information included or

incorporated by reference therein or excluded therefrom, the report of management’s assessment of the effectiveness

of internal controls over financial reporting or the auditors’ report on the effectiveness of the Company’s internal

controls over financial reporting, or the statements contained in the exhibits to the Registration Statement, including

the Form T-1).

In addition, on the basis of the foregoing, no facts have come to our attention that have caused us

to believe that the General Disclosure Package, as of the Applicable Time (as defined below), contained an untrue

statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in

the light of the circumstances under which they were made, not misleading (except that we do not express any view

as to the financial statements, schedules and other financial information included or incorporated by reference therein or excluded therefrom, the report of management’s assessment of the effectiveness of internal controls over

financial reporting or the auditors’ report on the effectiveness of the Company’s internal controls over financial

reporting, or the statements contained in the exhibits to the Registration Statement, including the Form T-1).

As used herein, (i) “Effective Time” means the time of effectiveness of the Registration Statement

for purposes of Section 11 of the Securities Act, as such section applies to the Underwriters, (ii) “Applicable Time”

means [●]:00 [a./p.]m (Eastern time) on April [●], 2015 and (iii) “General Disclosure Package” means the

Preliminary Prospectus, as amended and supplemented by the Free Writing Prospectus.

Exhibit A-3

This letter is furnished only to you as representatives of the Underwriters and is solely for the

Underwriters’ benefit in connection with the closing occurring today and the offering of the Securities, in each case pursuant to the Underwriting Agreement. Without our prior written consent, this letter may not be used, circulated,

quoted or otherwise referred to for any other purpose or relied upon by, or assigned to, any other person for any

purpose, including any other person that acquires any Securities or that seeks to assert the rights of an Underwriter

in respect of this letter (other than an Underwriter’s successor in interest by means of merger, consolidation, transfer

of a business or other similar transaction).

Very truly yours,

Exhibit A-3

Schedule A

Incorporated Documents

1. Annual Report of the Company on Form 10-K for the year ended December 31, 2014, filed on

March 2, 2015.

2. Definitive Proxy Statement of the Company on Schedule 14A filed on March 27, 2015 (to the

extent incorporated into the Annual Report of the Company on Form 10-K for the year ended

December 31, 2014).

3. Current Report on Form 8-K of the Company filed with the Commission on March 30, 2015.

4. Current Report on Form 8-K of the Company filed with the Commission on April 17, 2015.

Exhibit A-3

Schedule B

Free Writing Prospectus

Free Writing Prospectus containing the final pricing terms relating to the offering of the Securities, filed with the

Commission on April [●], 2015.

Exhibit A-3

EXHIBIT B-1

Form of Opinion of González Calvillo, S.C.

Mexican Counsel to the Company

April [●], 2015

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010-3629

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

HSBC Securities (USA) Inc.

452 Fifth Avenue

New York, NY 10018

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, NY 10036

UBS Securities LLC

1285 Avenue of the Americas

New York, NY 10019

As Representatives of the Several Underwriters.

Ladies and Gentlemen:

We have acted as special Mexican counsel for Southern Copper Corporation, a corporation organized under the laws of the State of Delaware, United States of America (the "Company"), in connection with the offer and sale

by the Company of U.S.$[●], [●]% Notes due 2025 (the "2025 Notes") and U.S.$[●] [●]% Notes due 2045 (the

"2045 Notes"), and together with the 2025 Notes, the "Offered Securities”) pursuant to an Underwriting Agreement

dated April [●], 2015 (the "Underwriting Agreement"), by and among the Company and you, as representatives of

the several underwriters named in Schedule A thereto (collectively, the "Underwriters"). This opinion letter is

furnished pursuant to Section 7(e) of the Underwriting Agreement.

Exhibit B-1

Capitalized terms used herein and not otherwise defined, shall have the meaning ascribed to such terms in

the Underwriting Agreement. All assumptions and statements of reliance herein have been made without any

independent investigation or verification on our part, except to the extent otherwise expressly stated, and we express

no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

For the purposes of this opinion letter, we have examined copies of such documents, agreements and

instruments, as we have deemed necessary or appropriate, including the following:

(a) the Underwriting Agreement;

(b) the Indentures;

(c) the Offered Securities;

(d) the Registration Statement;

(e) the General Disclosure Package, including the documents incorporated by reference therein;

(f) the Final Prospectus;

(g) the public deeds identified in Exhibit “B” hereto (the "Organizational Documents") containing the

by-laws (estatutos sociales)of each of the subsidiaries of the Company listed on Exhibit “A”

hereto (the “Mexican Subsidiaries”); and

(h) copies of the stock registry book (libro de registro de acciones) of each of the Mexican

Subsidiaries (the “Stock Registry Books”).

The documents referred to in items (a) through (f) above, are referred to herein collectively as the “Transaction Documents”.

In rendering the opinions expressed herein, we have assumed (i) the due authorization, execution and

delivery of each of the Transaction Documents by each party thereto, and the power and authority of each such

party, under all applicable laws and regulations to enter into, execute, deliver and perform their respective

obligations under each of the Transaction Documents; (ii) that all approvals necessary for the validity and

enforceability of each of the Transaction Documents (other than the Mexican governmental approvals, which are

addressed below) have been obtained and are in full force and effect; (iii) the validity, binding effect and

enforceability of each of the Transaction Documents under the laws governing them; (iv) the genuineness of all

signatures and the authenticity of all opinions, documents and papers submitted to us; (v) that copies of all opinions,

documents and papers submitted to us are complete and conform to the originals thereof; and (vi) that the offer and sale of the Offered Securities by the Company will not be made by way of a public offering in the United Mexican

States (“Mexico”) and that no action has been or will be taken by the Company or the Underwriters, which should

be deemed, under the applicable laws of Mexico, as an offering of securities to the public in Mexico.

Exhibit B-1

As to questions of fact material to the opinions hereinafter expressed, we have, when relevant facts were

not independently established by us, relied upon the representations and warranties of the Company and the

Underwriters contained in the Underwriting Agreement, and certificates and oral or written statements and other

information of or from public officials, officers and representatives of the Company and the Mexican Subsidiaries

and such other persons as we have deemed necessary or appropriate for the opinions expressed below.

We are not representing the Company or any of the Mexican Subsidiaries in connection with any pending

actions, investigations, suits or proceedings by or before any Mexican court or governmental agency, authority or

body or any arbitrator, in which any of such persons are named defendants.

Based upon the foregoing and subject to the qualifications set forth below, we are of the opinion that:

(1) Each of the Mexican Subsidiaries is a sociedad anónima de capital variable, duly organized

and validly existing under the laws of Mexico, with general corporate power and authority to conduct its business as

described in the Registration Statement, the General Disclosure Package and the Final Prospectus.

(2) Based solely on our review of the Stock Registry Books, all the outstanding shares of capital

stock of each of the Mexican Subsidiaries have been duly and validly authorized and issued and are fully paid and

non-assessable, and except for minority participations owned by other non-related persons, the outstanding shares of

the capital stock of the Mexican Subsidiaries are owned by Americas Sales Company Inc., either directly, or through

majority owned subsidiaries, and are free and clear of any security interest, claim, lien or encumbrance.

(3) No consent or authorization by, and no notice to, or filing or registration with, any Mexican

court or governmental authority, is required for the execution and performance by the Company of the Underwriting

Agreement, the Indentures or the Offered Securities.

(4) The statements included in the Form 10-K as filed by the Company with the U.S. Securities and

Exchange Commission for the year ended December 31, 2014, under the headings (including the information

referenced or incorporated by reference therein) “Item 1. Business—Labor Force—Mexico”, “Item 1. Business—

Fuel, Electricity and Water Supplies—Mexico”, “Item 1. Business—Environmental Matters”, “Item 1. Business—

Mining Rights and Concessions—Mexico”, “Item 1A. Risk Factors—Operational risks—Our Company is subject to

health and safety laws which may restrict our operations, result in operational delays or increase our operating costs and adversely affect our financial results of operations”, “Item 1A. Risk Factors—Operational risks—We may be

adversely affected by labor disputes”, "Item 1A. Risk Factors—Operational risks—Environmental, regulatory

response to climate change, and other regulations may increase our costs of doing business, restrict our operations or

result in operational delays", "Item 1A. Risk Factors—Other risks—Applicable law restricts the payment of

dividends from our Minera Mexico subsidiary to us”, "Item 1A. Risk Factors—Risks Associated with Doing

Business in Peru and Mexico—There is uncertainty as to the termination and renewal of our mining concessions",

"Item 1A. Risk Factors—Risks Associated with Doing Business in Peru and Mexico—Mexican economic and

political conditions, as well as drug-related violence, may have an adverse impact on our business", "Item 1A. Risk

Factors—Risks Associated with Doing Business in Peru and Mexico—Mexican inflation, restrictive exchange

control policies and fluctuations in the peso exchange rate may adversely affect our financial condition and results of

operations” and "Item 3. Legal Proceedings", insofar as such statements purport to summarize or relate to legal

proceedings in Mexico or provisions of Mexican laws or regulations, are accurate and fair summaries of such laws or regulations in all material respects.

Exhibit B-1

(5) No stamp or other transfer taxes or duties and no capital gains, income, withholding or other

similar taxes are payable in Mexico or any political subdivision thereof or to any authority having power to tax

therein, in connection with the execution, delivery or performance of the Underwriting Agreement or the Indentures

by the Company, or the sale or delivery of the Offered Securities by the Company to the Underwriters or the initial

resales thereof by the Underwriters in the manner contemplated by the Underwriting Agreement, the General

Disclosure Package and the Final Prospectus.

(6) The Underwriters will not, under current Mexican law, be deemed to be residents of Mexico

and subject to taxation in Mexico, by reason solely of the execution, performance or enforcement of the

Underwriting Agreement.

(7) Neither the execution and delivery of the Underwriting Agreement and the Indentures, nor the

issuance and sale of the Offered Securities by the Company to the Underwriters or the initial resales of the Offered

Securities by the Underwriters in the manner contemplated by the Underwriting Agreement, the General Disclosure

Package and the Final Prospectus, nor the consummation of any other of the transactions therein contemplated, nor

the fulfillment of the terms thereof will conflict with, result in a breach or violation of, or constitute a default under,

or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Mexican Subsidiaries pursuant to (i) the Organizational Documents of each of the Mexican Subsidiaries, or (ii) any Mexican

federal statute, law, rule, or regulation, applicable to the Mexican Subsidiaries, of any federal Mexican regulatory

body, administrative agency, governmental body, or other Mexican federal authority having jurisdiction over each of

the Mexican Subsidiaries or any of their respective properties.

We express no opinion as to any laws other than the federal laws of Mexico in effect as of the date hereof.

We assume no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if

we become aware of any facts that might change the opinions expressed herein after the date hereof. Except as

specifically stated herein, we make no comment with regard to any representations made or which may be made by

the Company or the Mexican Subsidiaries in any of the Transaction Documents or otherwise. The opinions

contained herein are limited to the matters expressly stated herein, in each case as of the date hereof, and no opinion

may be inferred or may be implied beyond such matters.

Exhibit B-1

This opinion letter is furnished to you solely for your benefit in connection with the Transaction

Documents. This opinion may not be used, circulated, transmitted, quoted or otherwise referred to for any other

purpose, or relied upon by any other person without our prior written consent.

Very truly yours,

González Calvillo, S.C.

Exhibit B-1

Exhibit “A”

Mexican Subsidiaries

1. Minera México, S.A. de C.V.

2. Buenavista del Cobre, S.A. de C.V.

3. Industrial Minera México, S.A. de C.V.

4. Mexicana de Cobre, S.A. de C.V.

5. Mexicana del Arco, S.A. de C.V.

6. Operadora de Minas e Instalaciones Mineras, S.A. de C.V.

7. Servicios de Apoyo Administrativo, S.A. de C.V.

8. Operaciones Mineras y Metalúrgicas de Sonora, S.A. de C.V.

Exhibit B-1

Exhibit “B”

Organizational Documents

1. Minera México, S.A. de C.V.

Public deed No. 45,178, dated March 24, 1994, granted before Mr. Miguel Alessio Robles, Notary Public No. 19 of Mexico, Federal District, containing the articles of incorporation of Minera México, S.A. de C.V.

Public deed No. 83,660, dated October 1, 2000, granted before Mr. Cecilio González Márquez, Notary

Public No.151 of Mexico, Federal District, containing the total restatement of the by-laws of Minera

México, S.A. de C.V.

Public deed No. 96,881, dated June 4, 2003, granted before Mr. Cecilio González Márquez, Notary Public

No. 151 of Mexico, Federal District, containing the corporate merger of Minera México, S.A. de C.V.

(merging company) and Grupo Minero México, S.A. de C.V. (merged company).

Public deed No. 64,082, dated June 2, 2005, granted before Mr. Luis Antonio Montes de Oca Mayagoitia,

Notary Public No. 29 of Mexico, Federal District, containing the corporate merger of Minera México, S.A. de C.V. (merging company) and Cobrelding Controladora, S.A. de C.V. (merged company).

Public deed No. 110,291, dated September 5, 2005, granted before Mr. Cecilio González Márquez, Notary

Public No. 151 of Mexico, Federal District, containing the amendment of the by-laws of Minera México,

S.A. de C.V.

Public deed No. 170,385, dated March 12, 2014, granted before Mr. Cecilio González Márquez, Notary

Public No. 151 of Mexico, Federal District, containing the corporate merger of Minera México, S.A. de

C.V. (merging company) and Cobrentas Arrendadora, S.A. de C.V., Indumirentas Arrendadora, S.A. de

C.V., Mimenorentas Arrendadora, S.A. de C.V., Mexcanrentas Arrendadora, S.A. de C.V., México

Compañía Inmobiliaria, S.A., SDG México Apoyo Administrativo, S.A. de C.V., Empresa Mexicana Inmobiliaria, S.A. de C.V. and Taller Escuela de Platería de Somberete, S.A. (merged companies); as well

as the total restatement of the by-laws of Minera México, S.A. de C.V.

2. Buenavista del Cobre, S.A. de C.V. (formerly Mexicana de Cananea, S.A. de C.V.)

Public deed No. 56,226, dated June 21, 1990, granted before Mr. Gerardo Correa Etchegaray, Notary

Public No. 89 of Mexico, Federal District, containing the articles of incorporation of Buenavista del Cobre,

S.A. de C.V.

Exhibit B-1

Public deed No. 72,968, dated May 29, 1998, granted before Mr. Cecilio González Márquez, Notary Public

No. 151 of Mexico, Federal District, containing the restatement of the by-laws of Buenavista del Cobre, S.A. de C.V.

Public deed No. 110,817, dated October 4, 2005, granted before Mr. Cecilio González Márquez, Notary

Public No. 151 of Mexico, Federal District, containing the spin-off of Buenavista Del Cobre, S.A. de C.V.,

resulting in the incorporation of Mexcanrentas Arrendadora, S.A. de C.V.

Public deed No. 147,124, dated November 5, 2010, granted before Mr. Cecilio González Márquez, Notary

Public No. 151 of Mexico, Federal District, containing the amendment of the by-laws of Buenavista del

Cobre, S.A. de C.V.

3. Industrial Minera México, S.A. de C.V. (formerly Compañía Minera Asarco, S.A.) Public deed No. 13, dated January 14, 1918, granted before the Public Register of Commerce of Mexico,

Federal District, containing the articles of incorporation of Industrial Minera México, S.A. de C.V.

Public deed No. 23,723, dated March 10, 1961, granted before Mr. Francisco Vázquez Pérez, Notary Public

No. 74 of Mexico, Federal District, containing the corporate merger of Industrial Minera México, S.A. de

C.V. (merging company) and Compañía Minera Nacional, S.A., Compañía Minera Alarcon, S.A.,

Compañía Metalúrgica Asarco, S.A., Carbonífera Sabinas, S.A., Minera San Martín, S.A., Ácidos Asarco,

S.A. and Mexican Zinc Co. (merged companies).

Public deed No. 34,432, dated January 13, 1999, granted before Mr. Miguel Limón Díaz, Notary Public No.

97 of Mexico, Federal District, containing the restated by-laws of Industrial Minera México, S.A. de C.V.,

resulting from several prior amendments thereto.

Public deed No. 110,815, dated October 4, 2005, granted before Mr. Cecilio González Márquez, Notary

Public No. 151 of Mexico, Federal District, containing the spin-off of Industrial Minera México, S.A. de

C.V., resulting in the incorporation of Indumirentas Arrendadora, S.A. de C.V.

Public deed No. 153,007, dated September 6, 2011, granted before Mr. Cecilio González Márquez, Notary

Public No. 151 of Mexico, Federal District, containing the amendment of the by-laws of Industrial Minera

México, S.A. de C.V.

Public deed No. 15,619, dated February 14, 2012, granted before Mr. Cecilio González Márquez, Notary

Public No. 151 of Mexico, Federal District, containing the corporate merger of Industrial Minera México,

S.A. de C.V. (merging company) and Minerales Metálicos del Norte, S.A. (merged company).

Exhibit B-1

4. Mexicana de Cobre, S.A. de C.V.

Public deed No. 32,133, dated October 7, 1968, granted before Mr. Francisco Vazquez Perez, Notary

Public No. 74 of Mexico, Federal District, containing the articles of incorporation of Mexicana de Cobre,

S.A. de C.V.

Public deed No. 34,433, dated January 13, 1999 granted before Mr. Miguel Limon Diaz, Notary Public No. 97 of Mexico, Federal District, containing the restated by-laws of Mexicana de Cobre, S.A. de C.V.

Public deed No. 64,080, dated June 2, 2005, granted before Mr. Luis Antonio Montes de Oca Mayagoitia,

Notary Public No. 29 of Mexico, Federal District, containing the spin-off of Mexicana de Cobre, S.A. de

C.V., resulting in the incorporation of Cobrelding Controladora, S.A. de C.V.

Public deed No. 110,813 dated October 4, 2005, granted before Mr. Cecilio González Márquez, Notary

Public No. 151 of Mexico, Federal District, containing the spin-off of Mexicana de Cobre, S.A. de C.V.,

resulting in the incorporation of Cobrentas Arrendadora, S.A. de C.V.

Public deed No. 153,008, dated September 6, 2011, granted before Mr. Cecilio González Márquez, Notary

Public No. 151 of Mexico, Federal District, containing the restatement of the by-laws of Mexicana de Cobre, S.A. de C.V.

5. Mexicana del Arco, S.A. de C.V. (formerly Zinc de Mexico, S.A.)

Public deed No. 17,683 dated October 3, 1977, granted before Mr. Miguel Limón Diaz, Notary Public No.

97 of Mexico, Federal District, containing the articles of incorporation of Mexicana del Arco, S.A. de C.V.

Exhibit B-1

Public deed No. 30,527 dated September 23, 1993, granted before Mr. Miguel Limón Diaz, Notary Public

No. 97 of Mexico, Federal District, containing the corporate merger of Mexicana del Arco, S.A. de C.V.

(merging company) and Promotora Minera B.C., S.A. de C.V. and Minera Renacimiento, S.A. de C.V. (merged companies).

Public deed No. 34,432 dated January 13, 1999, granted before Mr. Miguel Limon Diaz, Notary Public No.

97 of Mexico, Federal District, containing the restated by-laws of Mexicana Del Arco, S.A. de C.V.,

resulting from several prior amendments thereto.

Public deed No. 79,976 dated February 2, 2000, granted before Mr. Cecilio González Márquez, Notary

Public No. 151 of Mexico, Federal District, containing the amendment of the by-laws of Mexicana del Arco, S.A. de C.V.

6. Operadora de Minas e Instalaciones Mineras, S.A. de C.V.

Public deed No. 148,711, dated January 21, 2011, granted before Mr. Cecilio González Márquez, Notary

Public No. 151 of Mexico, Federal District, containing the articles of incorporation of Operadora de Minas

e Instalaciones Mineras, S.A. de C.V.

Exhibit B-1

7. Servicios de Apoyo Administrativo, S.A. de C.V.

Public deed No. 9,682, dated April 28, 1992, granted before Mr. Salvador Sanchez de la Barquera, Notary

Public No. 141 of Mexico, Federal District, containing the articles of incorporation of Servicios de Apoyo

Administrativo, S.A. de C.V.

8. Operaciones Mineras y Metalúrgicas de Sonora, S.A. de C.V.

Public deed No. 151,832, dated July 4, 2011, granted before Mr. Cecilio González Márquez, Notary Public

No. 151 of Mexico, Federal District, containing the articles of incorporation of Operaciones Mineras y

Metalúrgicas de Sonora, S.A. de C.V.

Exhibit B-1

EXHIBIT B-2

Form of 10b-5 Letter of González Calvillo, S.C.

Mexican Counsel to the Company

April [●], 2015

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010-3629

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

HSBC Securities (USA) Inc.

452 Fifth Avenue

New York, NY 10018

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, NY 10036

UBS Securities LLC 1285 Avenue of the Americas

New York, NY 10019

As Representatives of the Several Underwriters.

Ladies and Gentlemen:

We have acted as special Mexican counsel for Southern Copper Corporation, a corporation organized under

the laws of the State of Delaware, United States of America (the "Company"), in connection with the offer and sale

by the Company of U.S.$[●], [●]% Notes due 2025 (the "2025 Notes") and U.S.$[●] [●]% Notes due 2045 (the

"2045 Notes"), and together with the 2025 Notes, the "Offered Securities”) pursuant to an Underwriting Agreement

dated April [●], 2015 (the "Underwriting Agreement"), by and among the Company and you as representatives of

the several underwriters named in Schedule A thereto (collectively, the "Underwriters"). This letter is furnished

pursuant to Section 7(e) of the Underwriting Agreement. Capitalized terms used herein and not otherwise defined,

shall have the meaning ascribed to such terms in the Underwriting Agreement. All assumptions and statements of

reliance herein have been made without any independent investigation or verification on our part, except to the

extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such

assumptions or items relied upon.

Exhibit B-2

As special Mexican counsel to the Company in connection with the offer and sale of the Offered Securities,

we have reviewed (i) the Registration Statement; (ii) the Final Prospectus, and (iii) the General Disclosure Package,

and participated in discussions with representatives of the Company, its accountants, its United States and Peruvian

counsel and with your representatives and your United States, Mexican and Peruvian counsel, in which the contents

of the Registration Statement, the General Disclosure Package and the Final Prospectus and related matters were

discussed. In addition, we reviewed and have relied upon certificates of certain officers of the Company and/or the

subsidiaries of the Company listed in Exhibit “A” hereto (the “Mexican Subsidiaries”).

Because the primary purpose of our professional engagement was not to establish or confirm factual

matters or financial or accounting matters, and because many determinations involved in the preparation of the

Registration Statement, the General Disclosure Package and the Final Prospectus are of a wholly or partially non-

legal character or relate to legal matters outside the scope of this letter, we are not passing upon and do not assume

any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration

Statement, the General Disclosure Package and the Final Prospectus (except to the extent expressly set forth in

numbered paragraph 4 of the opinion letter furnished to you of even date herewith and subject to the terms of such

opinion), and we make no representation that we have independently verified the accuracy, completeness or fairness

of such statements. Without limiting the foregoing, we assume no responsibility for, and have not independently

verified the accuracy, completeness or fairness of the financial statements and schedules and other financial,

technical, operating and industry-related data (including, without limitation, information regarding the Company’s

and the Mexican Subsidiaries’ mining reserves), included in the Registration Statement, the General Disclosure Package and the Final Prospectus, and we have not examined the accounting and financial records from which such

financial statements, schedules and data are derived.

However, based upon our review of the Registration Statement, the General Disclosure Package and the

Final Prospectus, considered in the light of our understanding of the applicable Mexican federal laws and policy and

the experience we have gained through our practice in Mexico thereunder, and our participation in the

aforementioned discussions; we advise you, solely with respect to the Mexican Subsidiaries, that nothing has come

to our attention that causes us to believe that: (i) the Registration Statement or any amendment thereto as of the

Effective Time, contained an untrue statement of a material fact or omitted to state a material fact required to be

stated therein or necessary to make the statements therein not misleading; (ii) the Final Prospectus or any

amendment thereto, as of the date thereof and as of the date of this letter, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the

light of the circumstances under which they were made, not misleading; or (iii) the General Disclosure Package, as

of the Applicable Time, contained any untrue statement of a material fact or omitted to state a material fact

necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading. We make no statement as to the financial statements and notes thereto and financial schedules and other

financial, technical, operating and industry-related data included in the Registration Statement, the Final Prospectus

and the General Disclosure Package or omitted therefrom.

Exhibit B-2

We are attorneys authorized to practice laws in Mexico. We therefore express no opinion as to any laws

other than the federal laws of Mexico in effect as of the date hereof. In particular, we express no view with respect

to, under, or in connection with, the United States securities laws and regulations, or the interpretation thereof or

practice thereunder.

We assume no obligation to supplement this letter after the date hereof. The views contained herein are

limited to the matters expressly stated herein, in each case as of the date hereof, and no view or statement may be

inferred or may be implied beyond such matter.

This letter is delivered to you solely for your benefit in connection with the offering by the Company of the

Offered Securities. This letter may not be used, circulated, transmitted, quoted or otherwise referred to for any other

purpose, or relied upon by any other person without our prior written consent.

Very truly yours,

González Calvillo, S.C.

Exhibit B-2

Exhibit “A”

Mexican Subsidiaries

9. Minera México, S.A. de C.V.

10. Buenavista del Cobre, S.A. de C.V.

11. Industrial Minera México, S.A. de C.V.

12. Mexicana de Cobre, S.A. de C.V.

13. Mexicana del Arco, S.A. de C.V.

14. Operadora de Minas e Instalaciones Mineras, S.A. de C.V.

15. Servicios de Apoyo Administrativo, S.A. de C.V.

16. Operaciones Mineras y Metalúrgicas de Sonora, S.A. de C.V.

Exhibit B-2

EXHIBIT C-1

Form of Opinion of Rodrigo, Elías & Medrano Abogados

Peruvian Counsel to the Company

April [___], 2015 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 United States of America Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 United States of America HSBC Securities (USA) Inc. 452 Fifth Avenue New York, NY 10018 United States of America Merrill Lynch, Pierce, Fenner & Smith

Incorporated One Bryant Park New York, NY 10036 United States of America UBS Securities LLC 1285 Avenue of the Americas New York, NY 10019 United States of America as Representatives of the several Underwriters Ladies and gentlemen: We have acted as special Peruvian counsel to Southern Copper Corporation, a corporation organized under the laws of the State of Delaware, United States of America (the “Company”), in connection with the offer and sale by the Company of US$[___] [___]% Notes due 2025 (the “2025 Notes”) and US$[___] [___]% Notes due 2045 (the “2045 Notes” and, together with the 2025 Notes, the “Offered Securities”), pursuant to an Underwriting Agreement dated April [___], 2015, entered into by and among the Company and you, as Representatives of the several Underwriters (the “Underwriting Agreement”). This opinion letter is furnished pursuant to Section 7(f) of the Underwriting Agreement. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Underwriting Agreement.

Exhibit C-1

In rendering the opinions expressed below we have examined an executed copy (or a copy certified to our satisfaction) of the following documents (the “Transaction Documents”):

(a) the Underwriting Agreement;

(b) the Indentures;

(c) the Offered Securities;

(d) the Registration Statement;

(e) the General Disclosure Package, including the documents incorporated by reference therein; and

(f) the Final Prospectus, including the documents incorporated by reference therein.

In addition, we have examined the following documents:

(y) the corporate documents of the Company regarding the establishment and registration of Southern Peru Copper Corporation Sucursal del Perú as a branch to conduct the operations of the Company in the Republic of Peru (“SPCC Peru Branch”); and

(z) all such other documents, agreements and instruments, and such Peruvian laws, rules and regulations, as we have deemed relevant or appropriate in connection with the giving of this opinion letter.

In such examination we have assumed without any independent investigation or verification of any kind (i) the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as certified, photostatic, electronic or facsimile copies, (ii) the due authorization, execution and delivery of the Underwriting Agreement, the Indentures and the Offered Securities by each of the parties thereto, (iii) that the performance of the Underwriting Agreement, the Indentures and the Offered Securities is within the capacity and powers of each of the parties thereto, and (iv) the legality, validity, binding nature and enforceability of the Underwriting Agreement, the Indentures and the Offered Securities under the laws of the State of New York, United States of America. Also, we have relied on and assume the accuracy of the documents we have examined, including without limitation the representations and warranties as to matters of fact and the covenants contained in the Underwriting Agreement, the Indentures and the Offered Securities and the certificates or other documents delivered in connection therewith or herewith. We have further assumed that the execution, delivery and performance by the parties to the Underwriting Agreement, the Indentures and the Offered Securities (i) do not require any notice to, or filing or registration by, the Company or any of the other parties to the Underwriting Agreement, the Indentures or the Offered Securities with, or the grant of any approval or consent to the Company or any of the other parties to the Underwriting Agreement, the Indentures or the Offered Securities of, any court or governmental agency, authority or body that has not been made or obtained other than any court or governmental agency, authority or body in the Republic of Peru, and (ii) do not violate or conflict with any law or regulation of any governmental agency, authority or body of any jurisdiction other than those in force and effect in the Republic of Peru.

Exhibit C-1

We express no opinion as to any laws other than the laws of the Republic of Peru and we have assumed that there is nothing in any other law or jurisdiction that affects our opinion. In particular we have made no independent investigation of the laws of the United States of America or any jurisdiction thereof as a basis for the opinions expressed below and do not express or imply any opinion on or based on the criteria or standards provided for in such laws. As to questions of fact material to the opinions expressed below, we have not undertaken an independent verification and have solely relied upon originals or copies, certified or otherwise identified to our satisfaction, of all such corporate records of SPCC Peru Branch and such other instruments or certificates of public officials, officers and representatives of the Company and SPCC Peru Branch and such other persons as we have deemed necessary or appropriate for the opinions expressed below.

We express no view as to any transaction, fact or situation in which the Company or SPCC Peru Branch has been involved outside of the Republic of Peru, except to the extent that any such transaction, fact or situation implicates Peruvian applicable law, in which case we have reviewed such transaction, fact or situation only with respect to the implications thereof under Peruvian applicable law. We assume no responsibility for, and have not independently verified, the accuracy, completeness or fairness of the financial statements and schedules and other financial and accounting data included in the Transaction Documents, and we have not examined the accounting and financial records from which such financial statements, schedules and data are derived. Based upon the foregoing and subject to the qualifications set forth below, we are of the opinion that:

1. SPCC Peru Branch is duly registered in the Republic of Peru as a foreign branch of the Company under the laws of the Republic of Peru.

2. Under the laws of the Republic of Peru, SPCC Peru Branch has full power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the General Disclosure Package and the Final Prospectus.

3. To our knowledge, there is no pending or threatened action, investigation, suit or proceeding by or before any Peruvian court or governmental agency, authority or body or any arbitrator involving SPCC Peru Branch or its property that, if determined adversely thereto, would individually or in the aggregate have a Material Adverse Effect, except as set forth in or contemplated by the Registration Statement, the General Disclosure Package or the Final Prospectus.

4. No consent, approval, authorization, filing, order, registration or qualification of or with any Peruvian court or governmental agency or body, or any Peruvian self-regulating organization or exchange by or in respect of the Company or SPCC Peru Branch or any of the Underwriters (or any agent thereof), is required in connection with the entering into the transactions contemplated by the Underwriting Agreement, the Indentures or the Offered Securities.

Exhibit C-1

5. The statements included in the Form 10-K as filed by the Company with the U.S. Securities and Exchange Commission for the year ended December 31, 2014, under the headings (including the information referenced or incorporated by reference therein) “Item 1. Business—Labor Force—Peru”, “Item 1. Business—Fuel, Electricity and Water Supplies-Peru”, “Item 1. Business—Environmental Matters”, “Item 1. Business—Mining Rights and Concessions—Peru”, “Item 1A. Risk Factors—Operational risks—Our Company is subject to health and safety laws which may restrict our operations, result in operational delays or increase our operating costs and adversely affect our financial results of operations”, “Item 1A. Risk Factors—Operational risks—We may be adversely affected by labor disputes”, “Item 1A. Risk Factors—Operational risks—Our mining or metal production projects may be subject to additional costs due to community actions and other factors”, “Item 1A. Risk Factors—Operational risks—Environmental, regulatory response to climate change, and other regulations may increase our costs of doing business, restrict our operations or result in operational delays”, “Item 1A. Risk Factors—Other risks—Unanticipated litigation or negative developments in pending litigation or with respect to other contingencies may adversely affect our financial condition and results of operations”, “Item 1A. Risk Factors—Risks Associated with Doing Business in Peru and Mexico—There is uncertainty as to the termination and renewal of our mining concessions”, “Item 1A. Risk Factors—Risks Associated with Doing Business in Peru and Mexico—Peruvian economic and political conditions may have an adverse impact on our business”, “Item 1A. Risk Factors—Risks Associated with Doing Business in Peru and Mexico—Peruvian inflation and fluctuations in the nuevo sol exchange rate may adversely affect our financial condition and results of operations” and “Item 3. Legal Proceedings”, insofar as such statements purport to summarize or relate to provisions of

Peruvian laws or regulations, are accurate and fair summaries of such laws or regulations in all material respects.

6. The Underwriters will not, under current Peruvian law, be deemed to be a resident of Peru and subject to taxation in Peru by reason solely of the execution, delivery, performance or enforcement of the Underwriting Agreement.

7. No stamp or other taxes or duties and no capital gains, income, stock exchange, value-added, withholding or other similar taxes, levies, imposts, deductions or charges are payable in the Republic of Peru or any political subdivision thereof or to any authority having power to tax therein (a) on or by virtue of execution, delivery or performance by the Company or enforcement of the Underwriting Agreement, the Indentures, the Offered Securities or any other document to be furnished thereunder, (b) on the sale or delivery of the Offered Securities by the Company to the Underwriters or the initial resales thereof by the Underwriters in the manner contemplated by the Underwriting Agreement, the General Disclosure Package and the Final Prospectus, or (c) on any payment to be made pursuant to the Underwriting Agreement or the Indentures.

8. To our knowledge, neither the execution and delivery of the Underwriting Agreement and the Indentures, nor the issuance and sale of the Offered Securities, nor the consummation of any other of the transactions contemplated in the Underwriting Agreement and the Indentures, nor the fulfillment of the terms of the Underwriting Agreement and the Indentures will conflict with, result in a breach or violation of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of SPCC Peru Branch pursuant to, (a) the registration of SPCC Peru Branch in the Republic of Peru as a foreign branch of the Company, or (b) any Peruvian statute, law, rule, regulation or any judgment, order or decree applicable to SPCC Peru Branch of any court, governmental agency, authority or body, arbitrator or other authority having jurisdiction over SPCC Peru Branch or any of its properties.

Exhibit C-1

9. A judgment against the Company, including SPCC Peru Branch, obtained from a court sitting in the State of New York, United States of America, will be recognized and enforceable against the Company, including SPCC Peru Branch, in the competent courts of the Republic of Peru without re-examination, review of the merits of the cause of action in respect of which such judgment was given or re-litigation of the merits adjudicated upon, provided that:

(a) the judgment does not resolve matters under the exclusive jurisdiction of Peruvian courts;

(b) such court had jurisdiction under its own conflict of laws rules and under international rules on jurisdiction;

(c) the defendant was served in accordance with the laws of the place where such foreign court sits, was granted a reasonable opportunity to appear before such foreign court, and was guaranteed due process rights;

(d) the judgment has the status of res judicata in the jurisdiction of the court rendering such judgment;

(e) there is no pending litigation in the Republic of Peru between the same parties for the same dispute, which shall have been initiated before the commencement of the proceeding that concluded with the foreign judgment;

(f) the judgment is not incompatible with another enforceable judgment unless such foreign judgment was rendered first;

(g) the judgment is not contrary to public order or good morals; and

(h) it is not proven that such foreign courts deny enforcement of Peruvian judgments or engage in a review of the merits thereof.

We are not aware of any reason why the enforcement in the Republic of Peru of such a judgment in respect of the Underwriting Agreement, the Indentures or the Offered Securities would be contrary to public order or good morals of the Republic of Peru.

10. Neither SPCC Peru Branch nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the Republic of Peru.

The opinions expressed above are subject to the following qualifications:

A. In accordance with general principles of civil procedural law of the Republic of Peru the rules of evidence in any judicial proceeding cannot be modified by agreement of the parties.

Exhibit C-1

B. The term “enforceable” means that the obligations assumed by the Company under the Underwriting Agreement, the Indentures and the Offered Securities are of a type that the courts of the Republic of Peru enforce. It does not mean that those obligations will necessarily be enforceable in all circumstances in accordance with their terms.

C. Except as specifically stated herein, we give no opinion with regard to any representation made by the Company in the Underwriting Agreement or otherwise.

This opinion letter shall in no way be construed as stating any view, express or implied, based upon the securities laws (federal or state) of the United States of America, the interpretation thereof or the practice thereunder, with respect to which we have no knowledge or understanding. The language included above is included herein as a matter of convention only but shall not be interpreted or construed as stating any view under any securities laws or any other legal provision (federal or state) of the United States of America.

The opinions expressed above are limited to the laws of the Republic of Peru as currently in effect. The opinions expressed above are given as of the date hereof and we undertake no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any facts that might change the opinions expressed above after the date hereof or for any other reason. This opinion letter is provided to each of you by us in our capacity as special Peruvian counsel to the Company and may not be relied upon by any other person for any purpose other than in connection with the transactions contemplated by the Underwriting Agreement without, in each instance, our prior written consent. Very truly yours,

Exhibit C-1

EXHIBIT C-2

Form of 10b-5 Letter of Rodrigo, Elías & Medrano Abogados

Peruvian Counsel to the Company

April [___], 2015 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 United States of America Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 United States of America HSBC Securities (USA) Inc. 452 Fifth Avenue New York, NY 10018 United States of America Merrill Lynch, Pierce, Fenner & Smith

Incorporated One Bryant Park New York, NY 10036 United States of America UBS Securities LLC 1285 Avenue of the Americas New York, NY 10019 United States of America as Representatives of the several Underwriters

Ladies and gentlemen: We have been engaged as special Peruvian counsel to Southern Copper Corporation, a corporation organized under the laws of the State of Delaware, United States of America (the “Company”), in connection with the offer and sale by the Company of US$[___] [___]% Notes due 2025 (the “2025 Notes”) and US$[___] [___]% Notes due 2045 (the “2045 Notes” and, together with the 2025 Notes, the “Offered Securities”), pursuant to an Underwriting Agreement dated April [___], 2015, entered into by and among the Company and you, as Representatives of the several Underwriters (the “Underwriting Agreement”). This letter is furnished pursuant to Section 7(f) of the Underwriting Agreement. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Underwriting Agreement.

Exhibit C-2

As special Peruvian counsel to the Company we have examined such documents and records as we have deemed appropriate, including copies of (i) the registration statement on Form S-3 (File No. 333-

203237) relating to the Offered Securities and other securities of the Company filed by the Company with the U.S. Securities and Exchange Commission on April 3, 2015 (the “Registration Statement”), (ii) the prospectus, dated April 3, 2015, which forms a part of and is included in the Registration Statement (the “Base Prospectus”), (iii) the preliminary prospectus supplement, dated April [___], 2015 (together with the Base Prospectus, the “Preliminary Prospectus”), relating to the Offered Securities, and (iv) the prospectus supplement, dated April [___], 2015, relating to the Offered Securities (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”). We also have examined the documents identified on Schedule I hereto relating to the Offered Securities (the documents in Schedule I hereto and the Preliminary Prospectus are collectively hereinafter referred as the “General Disclosure Package”), and such other documents as we deemed appropriate. As special Peruvian legal counsel to the Company we have participated in conference calls with your representatives and representatives of the Company, your international, Mexican and Peruvian counsel, the Company’s international and Mexican counsel and the Company’s independent public accountants at which the contents of the Registration Statement, the Prospectus and the General Disclosure Package and related matters were discussed. The purpose of our professional engagement was to render legal services on Peruvian legal matters in connection with, among other things, the Registration Statement, the Prospectus and the General Disclosure Package and not to establish or confirm factual, financial, accounting, operating or statistical matters set forth in the Registration Statement, the Prospectus or the General Disclosure Package and we have not undertaken any obligation to verify any such matters set forth in the Registration Statement, the Prospectus or the General Disclosure Package. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Prospectus and the General Disclosure Package are not related to Peruvian legal matters. Subject to the foregoing and to the following paragraphs, we confirm to each of you that, in the course of performing the services referred to above, nothing came to our attention that caused us to believe that (i) the Registration Statement (including the documents incorporated by reference therein) or any amendment thereto, as of the Effective Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein not misleading, (ii) the Prospectus (including the documents incorporated by reference therein) or any amendment thereto, as of the date thereof and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) the General Disclosure Package (including the documents incorporated by reference therein), as of the Applicable Time, contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the General Disclosure Package (except to the extent expressly set forth in numbered paragraph 5 of our opinion letter to you of even date herewith) and we do not express any belief with respect to the financial statements or other financial or accounting data or the operating data contained in or omitted from the Registration Statement, the Prospectus or the General Disclosure Package.

Exhibit C-2

We are attorneys authorized to practice law in the Republic of Peru. We therefore express no view with respect to any laws other than the laws of the Republic of Peru as currently in effect. In particular we express no view with respect to, under, or in connection with, the securities laws (federal or state) of the United States of America, the interpretation thereof or the practice thereunder, with respect to which we have no knowledge or understanding. The views contained herein are limited to the matters expressly stated in this letter and no view or statement may be inferred or may be implied beyond such matters. We undertake no obligation to supplement this letter after the date hereof.

This letter is being furnished only to each of you at the request of our client the Company, is solely for your benefit in your capacity as Representatives of the several Underwriters and is not to be used, quoted, relied upon or otherwise referred to by any other person (including any person purchasing any of the Offered Securities (or beneficial interests therein) from you or any of your affiliates or any other investor therein) or for any other purpose other than in connection with the transactions contemplated by the Underwriting Agreement without, in each instance, our prior written consent. Very truly yours,

Exhibit C-2

Schedule I General Use Free Writing Prospectus containing the final terms sheet relating to the offering of the Offered Securities, dated April [___], 2015, filed by the Company with the U.S. Securities and Exchange Commission on April [___], 2015.

Exhibit C-2

Exhibit 4.1

Southern Copper Corporation

as Issuer

and

Wells Fargo Bank, National Association,

as Trustee

FIFTH SUPPLEMENTAL INDENTURE

Dated as of April 23, 2015

to

INDENTURE

Dated as of April 16, 2010

3.875% Notes due 2025

TABLE OF CONTENTS

Page

ARTICLE 1.

DEFINITIONS

Section 1.1. Definition of Terms 2

ARTICLE 2.

GENERAL TERMS AND CONDITIONS OF THE NOTES

Section 2.1. Designation and Principal Amount. 7

Section 2.2. Maturity 7

Section 2.3. Further Issues 7

Section 2.4. Form of Payment. 7

Section 2.5. Global Securities. 7

Section 2.6. Interest. 7 Section 2.7. Authorized Denominations. 8

Section 2.8. Redemption 8

Section 2.9. Limitation on Liens 8

Section 2.10. Limitation on Sale and Leaseback Transactions. 9

Section 2.11. Repurchase at Option of Holders Upon Change of Control Triggering Event. 10

Section 2.12. Merger, Consolidation and Sale of Assets. 11

Section 2.13. Events of Default. 12

Section 2.14. Appointment of Agents. 13 Section 2.15. Defeasance upon Deposit of Moneys or U.S. Government Obligations. 13

Section 2.16. Amendments 14

ARTICLE 3.

FORM OF NOTES

Section 3.1. Form of Notes. 14

ARTICLE 4.

ORIGINAL ISSUE OF NOTES

Section 4.1. Original Issue of Notes 14

i

ARTICLE 5.

MISCELLANEOUS

Section 5.1. Ratification of Indenture 14

Section 5.2. Trustee Not Responsible for Recitals 15 Section 5.3. Governing Law. 15

Section 5.4. Severability 15

Section 5.5. Counterparts 15

EXHIBIT A – Form of Notes A-1

ii

FIFTH SUPPLEMENTAL INDENTURE, dated as of April 23, 2015 (this “Fifth Supplemental

Indenture”), between Southern Copper Corporation, a corporation duly organized and existing under the laws of the

State of Delaware (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as

trustee (the “Trustee”).

WHEREAS, the Company and the Trustee executed and delivered the indenture, dated as of April

16, 2010 (the “Base Indenture”, as supplemented by a First Supplemental Indenture and a Second Supplemental

Indenture, in each case dated as of April 16, 2010, a Third Supplemental Indenture and a Fourth Supplemental

Indenture, in each case dated as of November 8, 2012, and a Sixth Supplemental Indenture of even date herewith

and, together with this Fifth Supplemental Indenture, the “Indenture”), to provide for the issuance of the Company’s

debt securities (the “Securities”), to be issued in one or more series;

WHEREAS, pursuant to the terms of the Base Indenture, the Company desires to provide for the

establishment of a new series of its notes under the Base Indenture to be known as its “3.875% Notes due 2025” (the

“Notes”), the form and substance and the terms, provisions and conditions thereof to be set forth as provided in the

Base Indenture and this Fifth Supplemental Indenture;

WHEREAS, the Board of Directors of the Company pursuant to resolutions duly adopted on

January 30, 2015, have duly authorized the issuance of the Notes, and has authorized the proper officers of the

Company to execute any and all appropriate documents necessary or appropriate to effect each such issuance;

WHEREAS, this Fifth Supplemental Indenture is being entered into pursuant to the provisions of Section 14.01 of the Base Indenture;

WHEREAS, the Company has requested that the Trustee execute and deliver this Fifth

Supplemental Indenture; and

WHEREAS, all things necessary to make this Fifth Supplemental Indenture a valid and legally

binding agreement of the Company, in accordance with its terms, and to make the Notes, when executed by the

Company and authenticated and delivered by the Trustee, the valid and legally binding obligations of the Company,

have been performed, and the execution and delivery of this Fifth Supplemental Indenture has been duly authorized

in all respects;

NOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Base Indenture, the forms and

terms of the Notes, the Company covenants and agrees, with the Trustee, as follows:

1

ARTICLE 1.

DEFINITIONS

Section 1.1. Definition of Terms. Unless the context otherwise requires:

(a) each term defined in the Base Indenture has the same meaning when used in this Fifth

Supplemental Indenture except as otherwise defined in this Fifth Supplemental Indenture;

(b) the singular includes the plural and vice versa; and

(c) headings are for convenience of reference only and do not affect interpretation.

(d) a reference to a Section or Article is to a Section or Article of this Fifth Supplemental

Indenture unless otherwise indicated.

(e) The following terms have the meanings given to them in this Section 1.1(e):

(i) “Affiliate” means, with respect to any specified Person, any other Person

directly or indirectly controlling or controlled by or under direct or indirect common control with such

specified Person. For purposes of this definition, “control,” when used with respect to any specified Person,

means the power to direct the management and policies of such Person, directly or indirectly, whether

through the ownership of voting securities, by contract or otherwise.

(ii) “Attributable Value” in respect of a Sale and Leaseback Transaction means,

as to any particular lease under which the Company or any Subsidiary is at any time liable as lessee and

any date as of which the amount thereof is to be determined, the total net obligations of the lessee for rental

payments (excluding, however, any amounts required to be paid by such lessee, whether or not designated

as rent or additional rent, on account of maintenance and repairs, services, insurance, taxes, assessments, water rates or similar charges and any amounts required to be paid by such lessee thereunder contingent

upon monetary inflation or the amount of sales, maintenance and repairs, insurance, taxes, assessments,

water rates or similar charges) during the remaining term of the lease (including any period for which such

lease has been extended or may, at the option of the lessor, be extended) discounted from the respective due

dates thereof to such date at a rate per annum equivalent to the interest rate inherent in such lease (as

determined in good faith by the Company in accordance with generally accepted financial practice).

(iii) “Change of Control,” at any date, means the failure of Mr. German Larrea

Mota-Velasco and his immediate family members, including his spouse, parents, siblings, and lineal

descendents, estates and heirs, or any trust or other investment vehicle for the primary benefit of any of the foregoing, to possess, directly or indirectly, whether through ownership of Voting Stock, contract or

otherwise, the power to elect or designate for election the majority of the board of directors of the Company

or to direct or cause the direction of the management or policies of the Company.

2

(iv) “Change of Control Offer” shall have the meaning assigned to it in Section

2.11(a).

(v) “Change of Control Purchase Price” shall have the meaning assigned to it in

Section 2.11(a).

(vi) “Change of Control Triggering Event” means the occurrence of both a

Change of Control and a Rating Decline.

(vii) “Commission” means the Securities and Exchange Commission, as from time

to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after

the execution of this Indenture such Commission is not existing and performing the duties now assigned to

it under the Trust Indenture Act, then the body performing such duties at such time.

(viii) “Comparable Treasury Issue” means the United States Treasury security

selected by the Independent Investment Banker as having a maturity comparable to the remaining term

(“remaining life”) of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to

the remaining term of such series of Notes.

(ix) “Comparable Treasury Price” means, with respect to any redemption date, (i)

the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the

highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker is

unable to obtain at least five such Reference Treasury Dealer Quotations, the average of all Reference

Treasury Dealer Quotations obtained by the Independent Investment Banker.

(x) “Consolidated Net Tangible Assets” means the total of all assets appearing

on a consolidated balance sheet of the Company and its Subsidiaries, net of all applicable reserves and

deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets, less the aggregate of the current liabilities of the Company and its Subsidiaries

appearing on such balance sheet as determined in accordance with U.S. GAAP.

(xi) “Debt” means indebtedness for borrowed money.

(xii) “DTC” shall have the meaning assigned to it in Section 2.5.

(xiii) “Event of Default” shall have the meaning assigned to it in Section 2.12.

(xiv) “Fitch” means Fitch Ratings, Ltd. or any successor to the rating agency

business thereof.

3

(xv) “Guarantee” means any obligation, contingent or otherwise, of any Person

directly or indirectly guaranteeing any Indebtedness of any other Person, direct or indirect, contingent or

otherwise, or entered into for the purpose of assuring in any other manner the obligee of such Indebtedness

of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the

ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. The term “Guarantee” shall not apply to a guarantee of intercompany indebtedness among the Company and the

Subsidiaries or among the Subsidiaries.

(xvi) “Incurrence Time” shall have the meaning assigned to it in Section 2.9(b).

(xvii) “Indebtedness” means, with respect to any person (without duplication):

(A) any obligation of such Person (a) for borrowed money, under any

reimbursement obligation relating to a letter of credit (other than letters

of credit payable to suppliers in the ordinary course of business), under

any reimbursement obligation relating to a financial bond or under any

reimbursement obligation relating to a similar instrument or agreement, (b) for the payment of money relating to any obligations under any

capital lease of real or personal property, or (c) under any agreement or

instrument in respect of an interest rate or currency swap, exchange or

hedging transaction or other financial derivatives transaction (other

than (x) any such agreements or instruments directly related to

Indebtedness otherwise incurred in compliance with the Indenture and

(y) any such agreements as are entered into in the ordinary course of

business and are not for speculative purposes or the obtaining of

credit); and

(B) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clause (1) above.

For the purpose of determining any particular amount of Indebtedness

under this definition, Guarantees of (or obligations with respect to

letters of credit) Indebtedness otherwise included in the determination

of such amount shall not be included.

(xviii) “Independent Investment Banker” means one of the Reference Treasury Dealers

appointed by the Company from time to time to act as the “Independent Investment Banker.”

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

(xx) “Moody’s” means Moody’s Investors Service, Inc. or any successor to the

rating agency business thereof.

(xxi) “Person” means any individual, corporation, partnership, joint venture,

association, joint-stock company, trust, unincorporated organization, limited liability company or

government or other entity.

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

(xxiii) “Rating Decline” means if on, or within 90 days after, the earlier of the date of public notice of the occurrence of a Change of Control or of the intention of the Company to effect a

Change of Control (which period shall be extended so long as the rating of the Notes is under publicly

announced consideration for possible downgrade by any of the Rating Agencies), the rating of the Notes of

the applicable series by at least one of the Rating Agencies shall be decreased by one or more gradations

(including gradations within categories as well as between rating categories).

(xxiv) “Reference Treasury Dealer” means any one of Credit Suisse Securities (USA)

LLC, Morgan Stanley & Co. LLC, HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith

Incorporated and UBS Securities LLC, and their respective successors and two other nationally recognized investment banking firm that is a Primary Treasury Dealer (as defined below) selected from time to time by

the Company; provided, however, that if any of the foregoing shall cease to be a primary US Government

securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor

another nationally recognized investment banking firm that is a Primary Treasury Dealer.

(xxv) “Reference Treasury Dealer Quotation” means, with respect to each Reference

Treasury Dealer and any redemption date, the average, as determined by the Independent Investment

Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a

percentage of its principal amount) quoted in writing to the Independent Investment Banker by such

Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding that

redemption date.

(xxvi) “Remaining Scheduled Payments” means, with respect to each note to be

redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be

due after the related redemption date but for such redemption; provided, however, that, if that redemption

date is not an interest payment date with respect to such Notes, the amount of the next succeeding

scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that

redemption date.

(xxvii) “S&P” means Standard & Poor’s Ratings Services or any successor to the rating

agency business thereof.

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(xxviii)“Sale and Leaseback Transaction” means any transaction or series of related

transactions pursuant to which the Company or any Subsidiary sells or transfers any property to any Person

with the intention of taking back a lease of such property pursuant to which the rental payments are

calculated to amortize the purchase price of such property substantially over the useful life thereof and such

property is in fact so leased.

(xxix) “Significant Subsidiary” means a Subsidiary of the Company which would be a

“significant subsidiary” within the meaning of Rule 1-02 under Regulation S-X promulgated by the

Commission as in effect on the date of the Indenture, assuming the Company is the registrant referred to in

such definition.

(xxx) “Specified Property” means any mineral property (other than inventory or

receivables), concentrator, smelter, refinery or rod plant of the Company or any Subsidiary and any capital

stock or Indebtedness of any Subsidiary directly owning any such property, concentrator, smelter, refinery

or rod plant. This term excludes any mineral property, concentrator, smelter or refinery or rod plant of the

Company or any Subsidiary that in the good faith opinion of the Company’s board of directors is not

materially important to the total business conducted by the Company and its Subsidiaries, taken as a whole.

(xxxi) “Subsidiary” means any corporation or other business entity of which the

Company owns or controls (either directly or through one or more other Subsidiaries) more than 50% of the

issued share capital or other ownership interests, in each case having ordinary voting power to elect or

appoint directors, managers or trustees of such corporation or other business entity (whether or not capital stock or other ownership interests or any other class or classes shall or might have voting power upon the

occurrence of any contingency). For the avoidance of doubt, SPCC Peru Branch shall not be considered a

Subsidiary of the Company.

(xxxii) “Treasury Rate” means, with respect to any redemption date, the rate per annum

equal to the semi-annual equivalent yield to maturity (computed as of the third business day immediately

preceding that redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable

Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price

for that redemption date.

(xxxiii)“U.S. GAAP” with respect to any computations required or permitted hereunder,

means generally accepted accounting principles in effect in the United States as in effect from time to time;

provided, however if the Company is required by the Commission to adopt (or is permitted to adopt and so

adopts) a different accounting framework, including but not limited to the International Financial Reporting

Standards, “GAAP” shall mean such new accounting framework as in effect from time to time, including,

without limitation, in each case, those accounting principles set forth in the opinions and pronouncements

of the Accounting Principles Board of the American Institute of Certified Public Accountants and

statements and pronouncements of the Financial Accounting Standards Board or in such other statements

by such other entity as approved by a significant segment of the accounting profession.

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(xxxiv) “Voting Stock” means capital stock issued by a corporation, or equivalent

interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled

to vote for the election of directors (or persons performing similar functions) of such Person, even if the

right to vote has been suspended by the happening of such a contingency.

ARTICLE 2.

GENERAL TERMS AND CONDITIONS OF THE NOTES

Section 2.1. Designation and Principal Amount. There is hereby authorized and established a

new series of Securities under the Base Indenture, designated as the “3.875% Notes due 2025”, which is not limited in aggregate principal amount. The initial aggregate principal amount of the Notes to be issued under this Fifth

Supplemental Indenture shall be limited to $500,000,000. Any additional amounts of such series to be issued shall

be set forth in a Company Order.

Section 2.2. Maturity. The stated maturity of principal for the Notes will be April 23, 2025.

Section 2.3. Further Issues. The Company may from time to time, without the consent of the

Holders of the Notes, issue additional notes of such series. Any such additional notes will have the same ranking,

interest rate, maturity date and other terms as the Notes. Any such additional notes, together with the Notes herein

provided for, will constitute a single series of Securities under the Indenture.

Section 2.4. Form of Payment. Principal of, premium, if any, and interest on the Notes shall be payable in U.S. dollars.

Section 2.5. Global Securities. Upon the original issuance, the Notes will be represented by

one or more Global Securities. The Company will issue the Notes in denominations of $2,000 and in integral

multiples of $1,000 in excess thereof and will deposit the Global Securities with the Trustee as custodian for The

Depository Trust Company (“DTC”), in New York, New York, and register the Global Securities in the name of

DTC or its nominee.

Section 2.6. Interest. The Notes will bear interest (computed on the basis of a 360-day year

consisting of twelve 30-day months) from April 23, 2015 at the rate of 3.875% per annum, payable semiannually in

arrears; interest payable on each interest payment date will include interest accrued from April 23, 2015, or from the most recent interest payment date to which interest has been paid or duly provided for; the interest payment dates on

which such interest shall be payable are April 23 and October 23 of each year, commencing on October 23, 2015;

and the record date for the interest payable on any interest payment date is the close of business on April 8 or

October 8, as the case may be, next preceding the relevant Interest Payment Date.

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Section 2.7. Authorized Denominations. The Notes shall be issuable in denominations of

$2,000 and in integral multiples of $1,000 in excess thereof.

Section 2.8. Redemption. The Notes are subject to redemption at the option of the Company

as set forth in the forms of Note attached hereto as Exhibit A.

Section 2.9. Limitation on Liens

(a) The Company will not, nor will it permit any Subsidiary to, issue, assume or suffer to

exist any Indebtedness or Guarantee, if such Indebtedness or Guarantee is secured by a Lien upon any Specified

Property, unless, concurrently with the issuance or assumption of such Indebtedness or Guarantee or the creation of

such Lien, the Notes (together with, at the Company’s option, any other indebtedness of or guarantee by the

Company or its Subsidiaries then existing or thereafter created which is not subordinated to the Notes) shall be

secured equally and ratably with (or at the Company’s option prior to) such Indebtedness or Guarantee for so long as

such Indebtedness or Guarantee is so secured; provided, however, that the foregoing restriction shall not apply to:

(i) any Lien on (a) any Specified Property acquired, constructed, developed,

extended or improved by the Company or any Subsidiary (singly or together with other Persons) after the

date of the Indenture or any property reasonably incidental to the use or operation of such Specified

Property (including any real property on which such Specified Property is located), or (b) any shares or

other ownership interest in, or any Indebtedness of, any Person which holds, owns or is entitled to such

property, products, revenue or profits, provided that in the case of both clause (a) and (b) above, such Lien

is created, incurred or assumed (x) during the period such Specified Property was being constructed,

developed, extended or improved, or (y) contemporaneously with, or within 360 days after, such

acquisition or the completion of such construction, development, extension or improvement in order to

secure or provide for the payment of all or any part of the purchase price or other consideration of such Specified Property or the other costs of such acquisition, construction, development, extension or

improvement (including costs such as escalation, interest during construction and financing and refinancing

costs);

(ii) any Lien on any Specified Property existing at the time of acquisition thereof

and which (a) is not created as a result of or in connection with or in anticipation of such acquisition and (b)

does not attach to any other Specified Property other than the Specified Property so acquired;

(iii) any Lien on any Specified Property acquired from a Person that is merged

with or into the Company or any Subsidiary or any Lien existing on Specified Property of any Person at the

time such Person becomes a Subsidiary, in either such case which (a) is not created as a result of or in

connection with or in anticipation of any such transaction and (b) does not attach to any other Specified Property other than the Specified Property so acquired;

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(iv) any Lien which secures Indebtedness or a Guarantee owing by a Subsidiary to

the Company or any other Subsidiary;

(v) any Liens on any Specified Property in favor of the government of the United

States, Mexico or Peru or of any other country or any political subdivision thereof, to secure payments

pursuant to any contract with such government or to any statute to which the Company or any of its

Subsidiaries is subject;

(vi) any Lien existing on the date of this Fifth Supplemental Indenture; or

(vii) any extension, renewal or replacement (or successive extensions, renewals or

replacements) in whole or in part, of any Lien referred to in the foregoing clauses (i) through (vi) inclusive;

provided that the principal amount of Indebtedness or Guarantee secured thereby shall not exceed the

principal amount of Indebtedness or Guarantee so secured at the time of such extension, renewal or

replacement plus an amount necessary to pay any fees and expenses, including premiums and defeasanse

costs related to such transaction, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such

property).

(b) Notwithstanding the foregoing, the Company or any Subsidiary may issue or assume

Indebtedness or a Guarantee secured by a Lien which would otherwise be prohibited under the provisions of the

Indenture described in this section or enter into Sale and Leaseback Transactions that would otherwise be prohibited

by the provisions of the Indenture described in Section 2.10, provided that the amount of such Indebtedness or

Guarantee or the Attributable Value of such Sale and Leaseback Transaction, as the case may be, together with the

aggregate amount (without duplication) of (i) Indebtedness or Guarantees outstanding at such time that were

previously incurred pursuant to this paragraph by the Company and its Subsidiaries, plus (ii) the Attributable Value

of all such Sale and Leaseback Transactions of the Company and its Subsidiaries outstanding at such time that were

previously incurred pursuant to the provisions of the Indenture described in Section 2.10 shall not exceed 20% of Consolidated Net Tangible Assets at the time any such Indebtedness or Guarantee is issued or assumed by the

Company or any Subsidiary or at the time any such Sale and Leaseback Transaction is entered into.

(c) For the avoidance of doubt, the sale or other transfer of (i) any minerals in place for a

period of time until, or in an amount such that the purchaser will realize therefrom a specified amount of money

(however determined) or a specified amount of such minerals or (ii) any other interest in property of the character

commonly referred to as a “production payment,” shall not constitute the incurrence of Indebtedness or a Guarantee

secured by a Lien.

Section 2.10. Limitation on Sale and Leaseback Transactions.

(a) Neither the Company nor any Subsidiary may enter into any Sale and Leaseback

Transaction with respect to any Specified Property, unless either (i) the Company or such Subsidiary would be

entitled pursuant to the provisions of the Indenture described above under Section 2.9 to issue or assume

Indebtedness or a Guarantee (in an amount equal to the Attributable Value with respect to such Sale and Leaseback

Transactions) secured by a Lien on such Specified Property without equally and ratably securing the Notes of such

series; (ii) within 360 days of such Sale and Leaseback Transaction, the Company or such Subsidiary applies or

causes to be applied, in the case of a sale or transfer for cash, an amount equal to 85% of the net proceeds thereof

and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair market value (as determined

in good faith by the board of directors of the Company) of the Specified Property so leased to: (A) to the retirement,

within 360 days after the effective date of such Sale and Leaseback Transaction, of (x) Indebtedness of the Company

ranking at least pari passu in right of payment with the Notes of such series or (y) Indebtedness of any Subsidiary of

the Company, in each case owing to a Person other than the Company or any Affiliate of the Company, or (B) to the acquisition, purchase, construction, development, extension or improvement of any property or assets of the

Company or any Subsidiary used or to be used by or for the benefit of the Company or any Subsidiary in the

ordinary course of business; or (iii) the Company or such Subsidiary equally and ratably secures the Notes of such

series as described in Section 2.9.

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(b) The restrictions set forth in paragraph (a) above shall not apply to any transactions

providing for a lease for a term of less than three years.

Section 2.11. Repurchase at Option of Holders Upon Change of Control Triggering Event.

(a) Upon the occurrence of a Change of Control Triggering Event, each Holder of Notes

will have the right to require the Company to repurchase all or any part of such Holder’s Notes pursuant to the offer

described below (the “Change of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal

to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the

right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

(b) Within 30 days following any Change of Control Triggering Event, the Company

shall send, by first-class mail, with a copy to the Trustee, to each Holder of Notes, at such Holder’s address

appearing in the register, a notice stating:

(i) that a Change of Control Triggering Event has occurred and a Change of

Control Offer is being made pursuant to this Section 2.11 and that all Notes validly tendered will be

accepted for payment;

(ii) the Change of Control Purchase Price and the purchase date, which shall be,

subject to any contrary requirements of applicable law, a Business Day no earlier than thirty (30) days nor

later than sixty (60) days from the date such notice is mailed;

(iii) the circumstances and relevant facts regarding the Change of Control

Triggering Event; and

(iv) the procedures that Holders of Notes must follow in order to validly tender

their Notes (or portions thereof) for payment and the procedures that Holders of Notes must follow in order

to withdraw an election to tender Notes (or portions thereof) for payment.

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(c) The Company will not be required to make a Change of Control Offer following a

Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times

and otherwise in compliance with the requirements set forth in this Fifth Supplemental Indenture applicable to a

Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under

such Change of Control Offer.

(d) The Company will comply, to the extent applicable, with the requirements of Section

14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes

pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict

with the provisions of the covenant described above, the Company will comply with the applicable securities laws

and regulations and will not be deemed to have breached its obligations under this covenant by virtue of such

compliance.

(e) The Company’s obligation to make an offer to repurchase the Notes as a result of a

Change of Control Triggering Event may be waived or modified at any time prior to the occurrence of such Change

of Control Triggering Event with the written consent of the holders of a majority in principal amount of the Notes,

as set forth in Article IX of the Base Indenture.

Section 2.12. Merger, Consolidation and Sale of Assets.

(a) For so long as the Notes are outstanding, the Company may not consolidate with or

merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any

Person, unless (i) the successor Person shall be a corporation organized and existing under the laws of the United

States (or any State thereof or the District of Columbia) and shall expressly assume, by a supplemental indenture,

the due and punctual payment of the principal of and interest on all the outstanding Notes of such series and the

performance of every covenant in this Fifth Supplemental Indenture on the part of the Company to be performed or

observed, (ii) immediately after giving effect to such transaction, no Event of Default, and no event which, after

notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing, and (iii) the Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that all

conditions precedent set forth in the indenture relating to the consummation of such consolidation, merger,

conveyance or transfer and entering into of such supplemental indenture have been met. In case of any such

consolidation, merger conveyance or transfer (other than a lease), such successor corporation will succeed to and be

substituted for the Company as obligor on the Notes of the applicable series, with the same effect as if it had been

named in this Fifth Supplemental Indenture as such obligor.

(b) For purposes of this Section 2.12, the conveyance or transfer of all the property of one

or more Subsidiaries of the Company which property, if held by the Company instead of such Subsidiaries, would

constitute all or substantially all the property of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all the property of the Company.

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Section 2.13. Events of Default.

(a) The term “Event of Default” with respect to the Notes shall mean

(i) default in the payment of the principal of any note issued pursuant to this

Fifth Supplemental Indenture after any such principal becomes due in accordance with the terms thereof,

upon redemption or otherwise; or default in the payment of any interest in respect of such Notes if such

default continues for 30 days after any such interest becomes due in accordance with the terms hereof;

(ii) failure to observe or perform any other covenant or agreement contained in

the Notes issued pursuant to this Fifth Supplemental Indenture, and such failure continuing for 60 days

after notice, by registered or certified mail, to the Company by the Trustee or to the Company and the

Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes, specifying

such failure and requiring it to be remedied and stating that such notice constitutes a notice of default under

this Fifth Supplemental Indenture;

(iii) failure by the Company or any of its Significant Subsidiaries to pay when due

(whether at maturity, upon redemption or acceleration or otherwise) the principal of any Indebtedness in

excess, individually or in the aggregate of US$50 million (or the equivalent thereof in other currencies), if such failure shall continue for more than the period of grace, if any, applicable thereto and the period for

payment has not been expressly extended;

(iv) a decree or order by a court having jurisdiction shall have been entered

adjudging the Company or any of its Significant Subsidiaries as bankrupt or insolvent, or approving as

properly filed a petition seeking reorganization, concurso mercantil or quiebra of or by the Company or

any of its Significant Subsidiaries and such decree or order shall have continued undischarged or unstayed

for a period of 120 days; or a decree or order of a court having jurisdiction for the appointment of a receiver

or liquidator or sindico or conciliador for the liquidation or dissolution of the Company or any of its

Significant Subsidiaries, shall have been entered, and such decree or order shall have continued

undischarged and unstayed for a period of 120 days; provided, however, that any Significant Subsidiary

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

(v) the Company or any of its Significant Subsidiaries shall institute any

proceeding to be adjudicated as voluntary bankrupt, or shall consent to the filing of a bankruptcy

proceeding against it, or shall file a petition or answer or consent seeking reorganization, concurso

mercantil or quiebra, or shall consent to the filing of any such petition, or shall consent to the appointment

of a receiver or liquidator or sindico or conciliador or trustee or assignee in bankruptcy or insolvency of it

or its property.

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(b) If an Event of Default specified in clause (a)(iv) or (a)(v) above shall occur, the maturity

of all outstanding Notes shall automatically be accelerated and the principal amount of the Notes, together with

accrued interest thereon, shall be immediately due and payable. If any other Event of Default shall occur and be

continuing, the Trustee or the Holders of not less than 25% of the aggregate principal amount of the Notes then

outstanding may, by written notice to the Company (and to the Trustee if given by Holders), declare the principal

amount of the applicable Notes, together with accrued interest thereon, immediately due and payable. The right of

the Holders to give such acceleration notice shall terminate if the event giving rise to such right shall have been

cured before such right is exercised. Any such declaration may be annulled and rescinded by written notice from the

Trustee or the Holders of a majority of the aggregate principal amount of the Notes then outstanding to the Company

if all amounts then due with respect to the Notes are paid (other than amount due solely because of such declaration) and all other defaults with respect to the Notes are cured.

(c) Subject to the provisions of the Base Indenture and this Fifth Supplemental Indenture

relating to the duties of the Trustee, in case the Company shall fail to comply with its obligations under this Fifth

Supplemental Indenture or the Notes and such failure shall be continuing, the Trustee will be under no obligation to

exercise any of its rights or powers under the Fifth Supplemental Indenture at the request or direction of any of the

Holders, unless such Holders shall have offered to the Trustee indemnity reasonably satisfactory to it. The Holders

of a majority in aggregate principal amount of the outstanding Notes will have the right to direct the time, method

and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power

conferred on the Trustee, to the extent such action does not conflict with the provisions of this Fifth Supplemental

Indenture or applicable law.

(d) No Holder of any note will have any right to institute any proceeding with respect to the

Fifth Supplemental Indenture or the Notes or for any remedy thereunder, unless such Holder has previously given to

the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate

principal amount of the outstanding Notes shall have made a written request to the Trustee to institute proceedings

in respect of such Event of Default in its own name as Trustee, such Holder or Holders have offered to the Trustee

indemnity reasonably satisfactory to it, the Trustee for 60 days after receipt of such notice has failed to institute any

such proceeding and no direction inconsistent with such request shall have been given to the Trustee during such 60-

day period by the Holders of a majority in principal amount of the outstanding Notes. However, such limitations do

not apply to a suit individually instituted by a Holder of a note for enforcement of payment of the principal of, or

interest on, such note on or after respective due dates expressed in such note.

Section 2.14. Appointment of Agents. The Trustee will initially be the Security Registrar and

Paying Agent for the Notes.

Section 2.15. Defeasance upon Deposit of Moneys or U.S. Government Obligations.

(a) On the first day after the applicable conditions set forth in Section 12.03 of the Base

Indenture have been satisfied, the Company at any time may terminate (i) all of its obligations under the Notes and

this Fifth Supplemental Indenture (“legal defeasance option”) or (ii) its obligations under Sections 2.9, 2.10, 2.11

and 2.12 of this Fifth Supplemental Indenture and, with respect to the Notes only, Section 10.2 of the Base

Indenture, and the operation of Sections 2.13(a)(iii), (iv) and (v) of this Fifth Supplemental Indenture (but, in the

case of Sections 2.13(a)(iv) and (v), with respect only to Significant Subsidiaries) (“covenant defeasance option”).

The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

13

(b) If the Company exercises its legal defeasance option, payment of the Notes may not be

accelerated because of an Event of Default with respect to the Notes. If the Company exercises its covenant

defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in

Sections 2.13(a)(ii) (with respect to the covenants identified in clause (a) above), 2.13(a)(iii), 2.13(a)(iv) and

2.13(a)(v) (with respect only to Significant Subsidiaries in the case of Sections 2.13(a)(iv) and (v)).

(c) Notwithstanding clauses (a) and (b) above, the Company’s obligations with respect to Sections 3.05, 3.06, 3.07, and 12.09 of the Base Indenture, in each case with respect to the Notes only, shall survive

until the Notes have been paid in full.

Section 2.16. Amendments. In addition to the restrictions set forth in Section 14.02 of the Base

Indenture, without the consent or affirmative vote of each Holder of Notes affected thereby, an amendment of this

Fifth Supplemental Indenture or the Base Indenture (with respect to the Notes only) may not reduce the premium

payable upon a Change of Control Triggering Event or, at any time after a Change of Control Triggering Event has

occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the Notes

must be repurchased pursuant to such Change of Control Offer.

ARTICLE 3.

FORM OF NOTES

Section 3.1. Form of Notes. The Notes and the Trustee’s Certificate of Authentication to be

endorsed thereon are to be substantially in the form set forth in Exhibit A.

ARTICLE 4.

ORIGINAL ISSUE OF NOTES

Section 4.1. Original Issue of Notes. The Notes may, upon execution of this Fifth

Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the

Trustee shall, upon Company order, authenticate and deliver such Notes as in such Company order provided.

ARTICLE 5.

MISCELLANEOUS

Section 5.1. Ratification of Indenture. The Base Indenture, as supplemented by this Fifth

Supplemental Indenture, is in all respects ratified and confirmed, and this Fifth Supplemental Indenture shall be

deemed part of the Base Indenture in the manner and to the extent herein and therein provided; provided that the provisions of this Fifth Supplemental Indenture apply solely with respect to the Notes.

14

Section 5.2. Trustee Not Responsible for Recitals. The recitals herein contained are made by

the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The

Trustee makes no representation as to the validity or sufficiency of this Fifth Supplemental Indenture.

Section 5.3. Governing Law. This Fifth Supplemental Indenture and each Note shall be

deemed to be contracts made under the law of the State of New York, and for all purposes shall be governed by and

construed in accordance with such law.

Section 5.4. Severability. In case any provision in this Indenture or in the Notes shall be

invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any

way be affected or impaired thereby.

Section 5.5. Counterparts. This Fifth Supplemental Indenture may be executed in any

number of counterparts each of which shall be an original; but such counterparts shall together constitute but one

and the same instrument.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be

duly executed, all as of the day and year first above written.

SOUTHERN COPPER CORPORATION,

as Issuer

By:

Name:

Title:

Signature Page

Fifth Supplemental Indenture

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

By:

Name:

Title:

Signature Page

Fifth Supplemental Indenture

EXHIBIT A

[FORM OF FACE OF SECURITY]

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE

HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A

NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND

ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF

THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE

COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY

CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS

MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR

OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,

CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,

BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE

OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF

SUCH SUCCESSOR DEPOSITARY.

A-1

No. 1

$500,000,000 As revised by the Schedule of Increases or Decreases

in Global Security attached hereto

3.875% Notes due 2025

CUSIP No. 84265V AH8

SOUTHERN COPPER CORPORATION, a Delaware corporation (herein called the “Company”,

which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby

promises to pay to Cede & Co. or registered assigns, the principal sum of five hundred million dollars

($500,000,000), as revised by the Schedule of Increases or Decreases in Global Security attached hereto, on April

23, 2025 and to pay interest thereon from April 23, 2015 or from the most recent Interest Payment Date to which

interest has been paid or duly provided for, semi-annually in arrears on April 23 and October 23 of each year,

commencing on October 23, 2015 at the rate of 3.875% per annum, until the principal hereof is paid or made

available for payment. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 23, 2015. Interest shall be computed on the basis of a 360-day year

of twelve 30-day months.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date

will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor

Securities) is registered at the close of business on the Record Date for such interest, which shall be April 8 or

October 8, as the case may be, next preceding such Interest Payment Date.

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

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the

reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

A-2

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

SOUTHERN COPPER CORPORATION,

as Issuer

By:

Name:

Title:

TRUSTEE’S CERTIFICATE OF

AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Date of Authentication:

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee, certifies that this is one of

the Securities referred to in the Indenture.

By: Authorized Signatory

A-3

[FORM OF REVERSE SIDE OF SECURITY]

3.875% Notes due 2025

1. Indenture.

This Security is one of a duly authorized issue of securities of the Company (herein called the

“Securities”), issued and to be issued in one or more series under an Indenture, dated as of April 16, 2010, as

supplemented by a Fifth Supplemental Indenture, dated April 23, 2015 (as so supplemented, herein called the

“Indenture”), between the Company and Wells Fargo Bank, National Association, as Trustee (herein called the

“Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties

and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon

which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on

the face hereof, initially limited in aggregate principal amount to $500,000,000.

The terms of the Securities include those stated in the Indenture and those made part of the

Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of

the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto

in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and

the TIA for a statement of those terms.

2. Method of Payment.

The Company will pay interest on the Securities (except defaulted interest) to the Persons who are

registered holders of Securities at the close of business on the April 8 or October 8, as the case may be, next

preceding the interest payment date even if Securities are canceled after the record date and on or before the interest

payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Company will

pay principal and interest in money of the United States of America that at the time of payment is legal tender for

payment of public and private debts. Payments in respect of the Securities represented by a Global Security

(including principal, premium and interest) will be made by wire transfer of immediately available funds to the

accounts specified by The Depository Trust Company. Payments on the Securities will be made at the office or

agency of the Paying Agent and Registrar within the city of Minneapolis, Minnesota unless the Company elects to

make interest payments by check mailed to the Holders at their address set forth in the register.

3. Paying Agent and Registrar.

Initially, the Trustee will act as Paying Agent and Registrar. The Company may appoint and

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

as Paying Agent or Registrar.

4. Optional Redemption.

(a) Except as described below, the Notes are not redeemable at the Company’s option. The

Company is not, however, prohibited from acquiring the Notes by means other than a redemption, whether pursuant

to a tender offer, open market purchase or otherwise, so long as the acquisition does not otherwise violate the terms

of the Indenture.

(b) The Notes will be redeemable, at any time and from time to time, in whole or in part, at the

Company’s option at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be

redeemed plus accrued and unpaid interest thereon to, but not including, the date of redemption, and (ii) the sum of

the present values of the Remaining Scheduled Payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the applicable redemption date) discounted to that redemption date on a semi-

annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis

points. Notwithstanding the foregoing, payments of interest on the Notes will be payable to the Holders of those

Notes registered as such at the close of business on the relevant record dates according to the terms and provisions

of the Indenture. In connection with such optional redemption, the following defined terms apply:

A-4

(c) Upon presentation in physical, certificated form of any Note to be redeemed in part only, the

Company will execute and the Trustee will authenticate and deliver to the Company on the order of the holder

thereof, at the Company’s expense, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Note so presented. The Company may at any time purchase Notes in the open market

or otherwise at any price. Any Notes that are redeemed or purchased by the Company shall be delivered to the

Trustee for cancellation and may not be reissued or resold. Any redemption and notice thereof pursuant to the

Indenture may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

5. Notice of Redemption.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the

redemption date to each Holder of the Notes to be redeemed. On and after any redemption date, interest will cease to

accrue on the Notes or any portion thereof called for redemption unless the Company defaults in the payment of the

redemption price.

6. Sinking Fund and Highly Leveraged Transactions.

The Securities are not subject to any sinking fund. The Indenture does not include any debt

covenants or other provisions which afford holders of the Securities protection in the event of a highly leveraged

transaction.

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

Upon a Change of Control Triggering Event, Holders of securities will have the right, subject to

certain conditions specified in the Indenture, to cause the Company to repurchase all or any part of the Securities of

such Holder at a purchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant

record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase) as

provided in, and subject to the terms of, the Indenture.

8. Denominations; Transfer; Exchange.

The Securities of this series are issuable only in registered form without coupons in denominations

of $2,000 and in integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain

limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of

Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this

Security is registerable in the security register, upon surrender of this Security for registration of transfer at the

Registrar accompanied by a written request for transfer in form satisfactory to the Company and the Registrar duly

executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities

of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be

issued to the designated transferee or transferees.

No service charge shall be made for any such registration of transfer or exchange, but the

Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in

connection therewith.

9. Persons Deemed Owners.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and

any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner

hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such

agent shall be affected by notice to the contrary.

A-5

10. Amendment, Waiver.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the

modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each

series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders

of a majority in aggregate principal amount of the Securities at the time Outstanding of each series to be affected.

The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the

Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive

compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture

and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding

upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of

transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made

upon this Security.

11. Defaults and Remedies.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the

principal of the Securities of this series may be declared due and payable in the manner and with the effect provided

in the Indenture.

12. Governing Law.

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE

WITH, THE LAWS OF THE STATE OF NEW YORK.

13. CUSIP Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification

Procedures, the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to

use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to

the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and

reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any Holder of Securities upon written request and without

charge to the Holder a copy of the Indenture which has in it the text of this Security.

A-6

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:

Amount of decrease Principal Amount of

Amount of increase in in Principal Amount this Global Security Signature of

Date of Principal Amount of of this Global following each authorized signatory

Exchange this Global Security Security decrease or increase of Trustee

A-7

Exhibit 4.2

Southern Copper Corporation

as Issuer

and

Wells Fargo Bank, National Association,

as Trustee

SIXTH SUPPLEMENTAL INDENTURE

Dated as of April 23, 2015

to

INDENTURE

Dated as of April 16, 2010

5.875% Notes due 2045

TABLE OF CONTENTS

Page

ARTICLE 1.

DEFINITIONS

Section 1.1. Definition of Terms 2

ARTICLE 2.

GENERAL TERMS AND CONDITIONS OF THE NOTES

Section 2.1. Designation and Principal Amount. 7

Section 2.2. Maturity 7

Section 2.3. Further Issues 7

Section 2.4. Form of Payment 7

Section 2.5. Global Securities 7

Section 2.6. Interest 7

Section 2.7. Authorized Denominations. 8

Section 2.8. Redemption 8

Section 2.9. Limitation on Liens. 8

Section 2.10. Limitation on Sale and Leaseback Transactions. 9

Section 2.11. Repurchase at Option of Holders Upon Change of Control Triggering Event. 10

Section 2.12. Merger, Consolidation and Sale of Assets. 11

Section 2.13. Events of Default. 12

Section 2.14. Appointment of Agents 13

Section 2.15. Defeasance upon Deposit of Moneys or U.S. Government Obligations. 13 Section 2.16. Amendments. 14

ARTICLE 3.

FORM OF NOTES

Section 3.1. Form of Notes. 14

ARTICLE 4.

ORIGINAL ISSUE OF NOTES

Section 4.1. Original Issue of Notes 14

i

ARTICLE 5.

MISCELLANEOUS

Section 5.1. Ratification of Indenture 15

Section 5.2. Trustee Not Responsible for Recitals 15

Section 5.3. Governing Law. 15 Section 5.4. Severability 15

Section 5.5. Counterparts 15

EXHIBIT A – Form of Notes A-1

ii

SIXTH SUPPLEMENTAL INDENTURE, dated as of April 23, 2015 (this “Sixth Supplemental

Indenture”), between Southern Copper Corporation, a corporation duly organized and existing under the laws of the

State of Delaware (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as

trustee (the “Trustee”).

WHEREAS, the Company and the Trustee executed and delivered the indenture, dated as of April 16, 2010 (the “Base Indenture”, as supplemented by a First Supplemental Indenture and a Second Supplemental

Indenture, in each case dated as of April 16, 2010, a Third Supplemental Indenture and a Fourth Supplemental

Indenture, in each case dated as of November 8, 2012, and a Fifth Supplemental Indenture of even date herewith

and, together with this Sixth Supplemental Indenture, the “Indenture”), to provide for the issuance of the Company’s

debt securities (the “Securities”), to be issued in one or more series;

WHEREAS, pursuant to the terms of the Base Indenture, the Company desires to provide for the

establishment of a new series of its notes under the Base Indenture to be known as its “5.875% Notes due 2045” (the

“Notes”), the form and substance and the terms, provisions and conditions thereof to be set forth as provided in the

Base Indenture and this Sixth Supplemental Indenture;

WHEREAS, the Board of Directors of the Company pursuant to resolutions duly adopted on

January 30, 2015, have duly authorized the issuance of the Notes, and has authorized the proper officers of the

Company to execute any and all appropriate documents necessary or appropriate to effect each such issuance;

WHEREAS, this Sixth Supplemental Indenture is being entered into pursuant to the provisions of

Section 14.01 of the Base Indenture;

WHEREAS, the Company has requested that the Trustee execute and deliver this Sixth

Supplemental Indenture; and

WHEREAS, all things necessary to make this Sixth Supplemental Indenture a valid and legally

binding agreement of the Company, in accordance with its terms, and to make the Notes, when executed by the

Company and authenticated and delivered by the Trustee, the valid and legally binding obligations of the Company,

have been performed, and the execution and delivery of this Sixth Supplemental Indenture has been duly authorized

in all respects;

NOW THEREFORE, in consideration of the premises and the purchase and acceptance of the

Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Base Indenture, the forms and terms of the Notes, the Company covenants and agrees, with the Trustee, as follows:

1

ARTICLE 1.

DEFINITIONS

Section 1.1. Definition of Terms. Unless the context otherwise requires:

(a) each term defined in the Base Indenture has the same meaning when used in this Sixth Supplemental Indenture except as otherwise defined in this Sixth Supplemental Indenture;

(b) the singular includes the plural and vice versa; and

(c) headings are for convenience of reference only and do not affect interpretation.

(d) a reference to a Section or Article is to a Section or Article of this Sixth Supplemental

Indenture unless otherwise indicated.

(e) The following terms have the meanings given to them in this Section 1.1(e):

(i) “Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such

specified Person. For purposes of this definition, “control,” when used with respect to any specified Person,

means the power to direct the management and policies of such Person, directly or indirectly, whether

through the ownership of voting securities, by contract or otherwise.

(ii) “Attributable Value” in respect of a Sale and Leaseback Transaction means,

as to any particular lease under which the Company or any Subsidiary is at any time liable as lessee and

any date as of which the amount thereof is to be determined, the total net obligations of the lessee for rental

payments (excluding, however, any amounts required to be paid by such lessee, whether or not designated

as rent or additional rent, on account of maintenance and repairs, services, insurance, taxes, assessments,

water rates or similar charges and any amounts required to be paid by such lessee thereunder contingent upon monetary inflation or the amount of sales, maintenance and repairs, insurance, taxes, assessments,

water rates or similar charges) during the remaining term of the lease (including any period for which such

lease has been extended or may, at the option of the lessor, be extended) discounted from the respective due

dates thereof to such date at a rate per annum equivalent to the interest rate inherent in such lease (as

determined in good faith by the Company in accordance with generally accepted financial practice).

(iii) “Change of Control,” at any date, means the failure of Mr. German Larrea

Mota-Velasco and his immediate family members, including his spouse, parents, siblings, and lineal

descendents, estates and heirs, or any trust or other investment vehicle for the primary benefit of any of the foregoing, to possess, directly or indirectly, whether through ownership of Voting Stock, contract or

otherwise, the power to elect or designate for election the majority of the board of directors of the Company

or to direct or cause the direction of the management or policies of the Company.

2

(iv) “Change of Control Offer” shall have the meaning assigned to it in Section

2.11(a).

(v) “Change of Control Purchase Price” shall have the meaning assigned to it in

Section 2.11(a).

(vi) “Change of Control Triggering Event” means the occurrence of both a

Change of Control and a Rating Decline.

(vii) “Commission” means the Securities and Exchange Commission, as from time

to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after

the execution of this Indenture such Commission is not existing and performing the duties now assigned to

it under the Trust Indenture Act, then the body performing such duties at such time.

(viii) “Comparable Treasury Issue” means the United States Treasury security

selected by the Independent Investment Banker as having a maturity comparable to the remaining term

(“remaining life”) of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to

the remaining term of such series of Notes.

(ix) “Comparable Treasury Price” means, with respect to any redemption date, (i)

the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the

highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker is

unable to obtain at least five such Reference Treasury Dealer Quotations, the average of all Reference

Treasury Dealer Quotations obtained by the Independent Investment Banker.

(x) “Consolidated Net Tangible Assets” means the total of all assets appearing

on a consolidated balance sheet of the Company and its Subsidiaries, net of all applicable reserves and

deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets, less the aggregate of the current liabilities of the Company and its Subsidiaries

appearing on such balance sheet as determined in accordance with U.S. GAAP.

(xi) “Debt” means indebtedness for borrowed money.

(xii) “DTC” shall have the meaning assigned to it in Section 2.5.

(xiii) “Event of Default” shall have the meaning assigned to it in Section 2.12.

(xiv) “Fitch” means Fitch Ratings, Ltd. or any successor to the rating agency

business thereof.

3

(xv) “Guarantee” means any obligation, contingent or otherwise, of any Person

directly or indirectly guaranteeing any Indebtedness of any other Person, direct or indirect, contingent or

otherwise, or entered into for the purpose of assuring in any other manner the obligee of such Indebtedness

of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the

ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. The term “Guarantee” shall not apply to a guarantee of intercompany indebtedness among the Company and the

Subsidiaries or among the Subsidiaries.

(xvi) “Incurrence Time” shall have the meaning assigned to it in Section 2.9(b).

(xvii) “Indebtedness” means, with respect to any person (without duplication):

(A) any obligation of such Person (a) for borrowed money, under any

reimbursement obligation relating to a letter of credit (other than letters

of credit payable to suppliers in the ordinary course of business), under

any reimbursement obligation relating to a financial bond or under any

reimbursement obligation relating to a similar instrument or agreement, (b) for the payment of money relating to any obligations under any

capital lease of real or personal property, or (c) under any agreement or

instrument in respect of an interest rate or currency swap, exchange or

hedging transaction or other financial derivatives transaction (other

than (x) any such agreements or instruments directly related to

Indebtedness otherwise incurred in compliance with the Indenture and

(y) any such agreements as are entered into in the ordinary course of

business and are not for speculative purposes or the obtaining of

credit); and

(B) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clause (1) above.

For the purpose of determining any particular amount of Indebtedness

under this definition, Guarantees of (or obligations with respect to

letters of credit) Indebtedness otherwise included in the determination

of such amount shall not be included.

(xviii) “Independent Investment Banker” means one of the Reference Treasury Dealers

appointed by the Company from time to time to act as the “Independent Investment Banker.”

4

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

(xx) “Moody’s” means Moody’s Investors Service, Inc. or any successor to the

rating agency business thereof.

(xxi) “Person” means any individual, corporation, partnership, joint venture,

association, joint-stock company, trust, unincorporated organization, limited liability company or

government or other entity.

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

(xxiii) “Rating Decline” means if on, or within 90 days after, the earlier of the date of public notice of the occurrence of a Change of Control or of the intention of the Company to effect a

Change of Control (which period shall be extended so long as the rating of the Notes is under publicly

announced consideration for possible downgrade by any of the Rating Agencies), the rating of the Notes of

the applicable series by at least one of the Rating Agencies shall be decreased by one or more gradations

(including gradations within categories as well as between rating categories).

(xxiv) “Reference Treasury Dealer” means any one of Credit Suisse Securities (USA)

LLC, Morgan Stanley & Co. LLC, HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith

Incorporated and UBS Securities LLC, and their respective successors and two other nationally recognized investment banking firm that is a Primary Treasury Dealer (as defined below) selected from time to time by

the Company; provided, however, that if any of the foregoing shall cease to be a primary US Government

securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor

another nationally recognized investment banking firm that is a Primary Treasury Dealer.

(xxv) “Reference Treasury Dealer Quotation” means, with respect to each Reference

Treasury Dealer and any redemption date, the average, as determined by the Independent Investment

Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a

percentage of its principal amount) quoted in writing to the Independent Investment Banker by such

Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding that

redemption date.

(xxvi) “Remaining Scheduled Payments” means, with respect to each note to be

redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be

due after the related redemption date but for such redemption; provided, however, that, if that redemption

date is not an interest payment date with respect to such Notes, the amount of the next succeeding

scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that

redemption date.

(xxvii) “S&P” means Standard & Poor’s Ratings Services or any successor to the rating

agency business thereof.

5

(xxviii)“Sale and Leaseback Transaction” means any transaction or series of related

transactions pursuant to which the Company or any Subsidiary sells or transfers any property to any Person

with the intention of taking back a lease of such property pursuant to which the rental payments are

calculated to amortize the purchase price of such property substantially over the useful life thereof and such

property is in fact so leased.

(xxix) “Significant Subsidiary” means a Subsidiary of the Company which would be a

“significant subsidiary” within the meaning of Rule 1-02 under Regulation S-X promulgated by the

Commission as in effect on the date of the Indenture, assuming the Company is the registrant referred to in

such definition.

(xxx) “Specified Property” means any mineral property (other than inventory or

receivables), concentrator, smelter, refinery or rod plant of the Company or any Subsidiary and any capital

stock or Indebtedness of any Subsidiary directly owning any such property, concentrator, smelter, refinery

or rod plant. This term excludes any mineral property, concentrator, smelter or refinery or rod plant of the

Company or any Subsidiary that in the good faith opinion of the Company’s board of directors is not

materially important to the total business conducted by the Company and its Subsidiaries, taken as a whole.

(xxxi) “Subsidiary” means any corporation or other business entity of which the

Company owns or controls (either directly or through one or more other Subsidiaries) more than 50% of the

issued share capital or other ownership interests, in each case having ordinary voting power to elect or

appoint directors, managers or trustees of such corporation or other business entity (whether or not capital stock or other ownership interests or any other class or classes shall or might have voting power upon the

occurrence of any contingency). For the avoidance of doubt, SPCC Peru Branch shall not be considered a

Subsidiary of the Company.

(xxxii) “Treasury Rate” means, with respect to any redemption date, the rate per annum

equal to the semi-annual equivalent yield to maturity (computed as of the third business day immediately

preceding that redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable

Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price

for that redemption date.

(xxxiii)“U.S. GAAP” with respect to any computations required or permitted hereunder,

means generally accepted accounting principles in effect in the United States as in effect from time to time;

provided, however if the Company is required by the Commission to adopt (or is permitted to adopt and so

adopts) a different accounting framework, including but not limited to the International Financial Reporting

Standards, “GAAP” shall mean such new accounting framework as in effect from time to time, including,

without limitation, in each case, those accounting principles set forth in the opinions and pronouncements

of the Accounting Principles Board of the American Institute of Certified Public Accountants and

statements and pronouncements of the Financial Accounting Standards Board or in such other statements

by such other entity as approved by a significant segment of the accounting profession.

6

(xxxiv) “Voting Stock” means capital stock issued by a corporation, or equivalent

interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled

to vote for the election of directors (or persons performing similar functions) of such Person, even if the

right to vote has been suspended by the happening of such a contingency.

ARTICLE 2.

GENERAL TERMS AND CONDITIONS OF THE NOTES

Section 2.1. Designation and Principal Amount. There is hereby authorized and established a

new series of Securities under the Base Indenture, designated as the “5.875% Notes due 2045”, which is not limited in aggregate principal amount. The initial aggregate principal amount of the Notes to be issued under this Sixth

Supplemental Indenture shall be limited to $1,500,000,000. Any additional amounts of such series to be issued shall

be set forth in a Company Order.

Section 2.2. Maturity. The stated maturity of principal for the Notes will be April 23, 2045.

Section 2.3. Further Issues. The Company may from time to time, without the consent of the

Holders of the Notes, issue additional notes of such series. Any such additional notes will have the same ranking,

interest rate, maturity date and other terms as the Notes. Any such additional notes, together with the Notes herein

provided for, will constitute a single series of Securities under the Indenture.

Section 2.4. Form of Payment. Principal of, premium, if any, and interest on the Notes shall be payable in U.S. dollars.

Section 2.5. Global Securities. Upon the original issuance, the Notes will be represented by

one or more Global Securities. The Company will issue the Notes in denominations of $2,000 and in integral

multiples of $1,000 in excess thereof and will deposit the Global Securities with the Trustee as custodian for The

Depository Trust Company (“DTC”), in New York, New York, and register the Global Securities in the name of

DTC or its nominee.

Section 2.6. Interest. The Notes will bear interest (computed on the basis of a 360-day year

consisting of twelve 30-day months) from April 23, 2015 at the rate of 5.875% per annum, payable semiannually in

arrears; interest payable on each interest payment date will include interest accrued from April 23, 2015, or from the most recent interest payment date to which interest has been paid or duly provided for; the interest payment dates on

which such interest shall be payable are April 23 and October 23 of each year, commencing on October 23, 2015;

and the record date for the interest payable on any interest payment date is the close of business on April 8 or

October 8, as the case may be, next preceding the relevant Interest Payment Date.

7

Section 2.7. Authorized Denominations. The Notes shall be issuable in denominations of

$2,000 and in integral multiples of $1,000 in excess thereof.

Section 2.8. Redemption. The Notes are subject to redemption at the option of the Company

as set forth in the forms of Note attached hereto as Exhibit A.

Section 2.9. Limitation on Liens.

(a) The Company will not, nor will it permit any Subsidiary to, issue, assume or suffer to

exist any Indebtedness or Guarantee, if such Indebtedness or Guarantee is secured by a Lien upon any Specified

Property, unless, concurrently with the issuance or assumption of such Indebtedness or Guarantee or the creation of

such Lien, the Notes (together with, at the Company’s option, any other indebtedness of or guarantee by the

Company or its Subsidiaries then existing or thereafter created which is not subordinated to the Notes) shall be

secured equally and ratably with (or at the Company’s option prior to) such Indebtedness or Guarantee for so long as

such Indebtedness or Guarantee is so secured; provided, however, that the foregoing restriction shall not apply to:

(i) any Lien on (a) any Specified Property acquired, constructed, developed,

extended or improved by the Company or any Subsidiary (singly or together with other Persons) after the

date of the Indenture or any property reasonably incidental to the use or operation of such Specified

Property (including any real property on which such Specified Property is located), or (b) any shares or

other ownership interest in, or any Indebtedness of, any Person which holds, owns or is entitled to such

property, products, revenue or profits, provided that in the case of both clause (a) and (b) above, such Lien

is created, incurred or assumed (x) during the period such Specified Property was being constructed,

developed, extended or improved, or (y) contemporaneously with, or within 360 days after, such

acquisition or the completion of such construction, development, extension or improvement in order to

secure or provide for the payment of all or any part of the purchase price or other consideration of such Specified Property or the other costs of such acquisition, construction, development, extension or

improvement (including costs such as escalation, interest during construction and financing and refinancing

costs);

(ii) any Lien on any Specified Property existing at the time of acquisition thereof

and which (a) is not created as a result of or in connection with or in anticipation of such acquisition and (b)

does not attach to any other Specified Property other than the Specified Property so acquired;

(iii) any Lien on any Specified Property acquired from a Person that is merged

with or into the Company or any Subsidiary or any Lien existing on Specified Property of any Person at the

time such Person becomes a Subsidiary, in either such case which (a) is not created as a result of or in

connection with or in anticipation of any such transaction and (b) does not attach to any other Specified Property other than the Specified Property so acquired;

8

(iv) any Lien which secures Indebtedness or a Guarantee owing by a Subsidiary to

the Company or any other Subsidiary;

(v) any Liens on any Specified Property in favor of the government of the United

States, Mexico or Peru or of any other country or any political subdivision thereof, to secure payments

pursuant to any contract with such government or to any statute to which the Company or any of its

Subsidiaries is subject;

(vi) any Lien existing on the date of this Sixth Supplemental Indenture; or

(vii) any extension, renewal or replacement (or successive extensions, renewals or

replacements) in whole or in part, of any Lien referred to in the foregoing clauses (i) through (vi) inclusive;

provided that the principal amount of Indebtedness or Guarantee secured thereby shall not exceed the

principal amount of Indebtedness or Guarantee so secured at the time of such extension, renewal or

replacement plus an amount necessary to pay any fees and expenses, including premiums and defeasanse

costs related to such transaction, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such

property).

(b) Notwithstanding the foregoing, the Company or any Subsidiary may issue or assume

Indebtedness or a Guarantee secured by a Lien which would otherwise be prohibited under the provisions of the

Indenture described in this section or enter into Sale and Leaseback Transactions that would otherwise be prohibited

by the provisions of the Indenture described in Section 2.10, provided that the amount of such Indebtedness or

Guarantee or the Attributable Value of such Sale and Leaseback Transaction, as the case may be, together with the

aggregate amount (without duplication) of (i) Indebtedness or Guarantees outstanding at such time that were

previously incurred pursuant to this paragraph by the Company and its Subsidiaries, plus (ii) the Attributable Value

of all such Sale and Leaseback Transactions of the Company and its Subsidiaries outstanding at such time that were

previously incurred pursuant to the provisions of the Indenture described in Section 2.10 shall not exceed 20% of Consolidated Net Tangible Assets at the time any such Indebtedness or Guarantee is issued or assumed by the

Company or any Subsidiary or at the time any such Sale and Leaseback Transaction is entered into.

(c) For the avoidance of doubt, the sale or other transfer of (i) any minerals in place for a

period of time until, or in an amount such that the purchaser will realize therefrom a specified amount of money

(however determined) or a specified amount of such minerals or (ii) any other interest in property of the character

commonly referred to as a “production payment,” shall not constitute the incurrence of Indebtedness or a Guarantee

secured by a Lien.

Section 2.10. Limitation on Sale and Leaseback Transactions.

(a) Neither the Company nor any Subsidiary may enter into any Sale and Leaseback

Transaction with respect to any Specified Property, unless either (i) the Company or such Subsidiary would be

entitled pursuant to the provisions of the Indenture described above under Section 2.9 to issue or assume

Indebtedness or a Guarantee (in an amount equal to the Attributable Value with respect to such Sale and Leaseback

Transactions) secured by a Lien on such Specified Property without equally and ratably securing the Notes of such

series; (ii) within 360 days of such Sale and Leaseback Transaction, the Company or such Subsidiary applies or

causes to be applied, in the case of a sale or transfer for cash, an amount equal to 85% of the net proceeds thereof

and, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair market value (as determined

in good faith by the board of directors of the Company) of the Specified Property so leased to: (A) to the retirement,

within 360 days after the effective date of such Sale and Leaseback Transaction, of (x) Indebtedness of the Company

ranking at least pari passu in right of payment with the Notes of such series or (y) Indebtedness of any Subsidiary of

the Company, in each case owing to a Person other than the Company or any Affiliate of the Company, or (B) to the acquisition, purchase, construction, development, extension or improvement of any property or assets of the

Company or any Subsidiary used or to be used by or for the benefit of the Company or any Subsidiary in the

ordinary course of business; or (iii) the Company or such Subsidiary equally and ratably secures the Notes of such

series as described in Section 2.9.

9

(b) The restrictions set forth in paragraph (a) above shall not apply to any transactions

providing for a lease for a term of less than three years.

Section 2.11. Repurchase at Option of Holders Upon Change of Control Triggering Event.

(a) Upon the occurrence of a Change of Control Triggering Event, each Holder of Notes

will have the right to require the Company to repurchase all or any part of such Holder’s Notes pursuant to the offer

described below (the “Change of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal

to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the

right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

(b) Within 30 days following any Change of Control Triggering Event, the Company

shall send, by first-class mail, with a copy to the Trustee, to each Holder of Notes, at such Holder’s address

appearing in the register, a notice stating:

(i) that a Change of Control Triggering Event has occurred and a Change of

Control Offer is being made pursuant to this Section 2.11 and that all Notes validly tendered will be

accepted for payment;

(ii) the Change of Control Purchase Price and the purchase date, which shall be,

subject to any contrary requirements of applicable law, a Business Day no earlier than thirty (30) days nor

later than sixty (60) days from the date such notice is mailed;

(iii) the circumstances and relevant facts regarding the Change of Control

Triggering Event; and

(iv) the procedures that Holders of Notes must follow in order to validly tender

their Notes (or portions thereof) for payment and the procedures that Holders of Notes must follow in order

to withdraw an election to tender Notes (or portions thereof) for payment.

10

(c) The Company will not be required to make a Change of Control Offer following a

Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times

and otherwise in compliance with the requirements set forth in this Sixth Supplemental Indenture applicable to a

Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under

such Change of Control Offer.

(d) The Company will comply, to the extent applicable, with the requirements of Section

14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes

pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict

with the provisions of the covenant described above, the Company will comply with the applicable securities laws

and regulations and will not be deemed to have breached its obligations under this covenant by virtue of such

compliance.

(e) The Company’s obligation to make an offer to repurchase the Notes as a result of a

Change of Control Triggering Event may be waived or modified at any time prior to the occurrence of such Change

of Control Triggering Event with the written consent of the holders of a majority in principal amount of the Notes,

as set forth in Article IX of the Base Indenture.

Section 2.12. Merger, Consolidation and Sale of Assets.

(a) For so long as the Notes are outstanding, the Company may not consolidate with or

merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any

Person, unless (i) the successor Person shall be a corporation organized and existing under the laws of the United

States (or any State thereof or the District of Columbia) and shall expressly assume, by a supplemental indenture,

the due and punctual payment of the principal of and interest on all the outstanding Notes of such series and the

performance of every covenant in this Sixth Supplemental Indenture on the part of the Company to be performed or

observed, (ii) immediately after giving effect to such transaction, no Event of Default, and no event which, after

notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (iii) the Company shall have delivered to the Trustee an Officer’s Certificate and Opinion of Counsel stating that all

conditions precedent set forth in the indenture relating to the consummation of such consolidation, merger,

conveyance or transfer and entering into of such supplemental indenture have been met. In case of any such

consolidation, merger conveyance or transfer (other than a lease), such successor corporation will succeed to and be

substituted for the Company as obligor on the Notes of the applicable series, with the same effect as if it had been

named in this Sixth Supplemental Indenture as such obligor.

(b) For purposes of this Section 2.12, the conveyance or transfer of all the property of one

or more Subsidiaries of the Company which property, if held by the Company instead of such Subsidiaries, would

constitute all or substantially all the property of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all the property of the Company.

11

Section 2.13. Events of Default.

(a) The term “Event of Default” with respect to the Notes shall mean

(i) default in the payment of the principal of any note issued pursuant to this

Sixth Supplemental Indenture after any such principal becomes due in accordance with the terms thereof,

upon redemption or otherwise; or default in the payment of any interest in respect of such Notes if such

default continues for 30 days after any such interest becomes due in accordance with the terms hereof;

(ii) failure to observe or perform any other covenant or agreement contained in

the Notes issued pursuant to this Sixth Supplemental Indenture, and such failure continuing for 60 days

after notice, by registered or certified mail, to the Company by the Trustee or to the Company and the

Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes, specifying

such failure and requiring it to be remedied and stating that such notice constitutes a notice of default under

this Sixth Supplemental Indenture;

(iii) failure by the Company or any of its Significant Subsidiaries to pay when due

(whether at maturity, upon redemption or acceleration or otherwise) the principal of any Indebtedness in

excess, individually or in the aggregate of US$50 million (or the equivalent thereof in other currencies), if such failure shall continue for more than the period of grace, if any, applicable thereto and the period for

payment has not been expressly extended;

(iv) a decree or order by a court having jurisdiction shall have been entered

adjudging the Company or any of its Significant Subsidiaries as bankrupt or insolvent, or approving as

properly filed a petition seeking reorganization, concurso mercantil or quiebra of or by the Company or

any of its Significant Subsidiaries and such decree or order shall have continued undischarged or unstayed

for a period of 120 days; or a decree or order of a court having jurisdiction for the appointment of a receiver

or liquidator or sindico or conciliador for the liquidation or dissolution of the Company or any of its

Significant Subsidiaries, shall have been entered, and such decree or order shall have continued

undischarged and unstayed for a period of 120 days; provided, however, that any Significant Subsidiary

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

(v) the Company or any of its Significant Subsidiaries shall institute any

proceeding to be adjudicated as voluntary bankrupt, or shall consent to the filing of a bankruptcy

proceeding against it, or shall file a petition or answer or consent seeking reorganization, concurso

mercantil or quiebra, or shall consent to the filing of any such petition, or shall consent to the appointment

of a receiver or liquidator or sindico or conciliador or trustee or assignee in bankruptcy or insolvency of it

or its property.

12

(b) If an Event of Default specified in clause (a)(iv) or (a)(v) above shall occur, the maturity

of all outstanding Notes shall automatically be accelerated and the principal amount of the Notes, together with

accrued interest thereon, shall be immediately due and payable. If any other Event of Default shall occur and be

continuing, the Trustee or the Holders of not less than 25% of the aggregate principal amount of the Notes then

outstanding may, by written notice to the Company (and to the Trustee if given by Holders), declare the principal

amount of the applicable Notes, together with accrued interest thereon, immediately due and payable. The right of

the Holders to give such acceleration notice shall terminate if the event giving rise to such right shall have been

cured before such right is exercised. Any such declaration may be annulled and rescinded by written notice from the

Trustee or the Holders of a majority of the aggregate principal amount of the Notes then outstanding to the Company

if all amounts then due with respect to the Notes are paid (other than amount due solely because of such declaration) and all other defaults with respect to the Notes are cured.

(c) Subject to the provisions of the Base Indenture and this Sixth Supplemental Indenture

relating to the duties of the Trustee, in case the Company shall fail to comply with its obligations under this Sixth

Supplemental Indenture or the Notes and such failure shall be continuing, the Trustee will be under no obligation to

exercise any of its rights or powers under the Sixth Supplemental Indenture at the request or direction of any of the

Holders, unless such Holders shall have offered to the Trustee indemnity reasonably satisfactory to it. The Holders

of a majority in aggregate principal amount of the outstanding Notes will have the right to direct the time, method

and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power

conferred on the Trustee, to the extent such action does not conflict with the provisions of this Sixth Supplemental

Indenture or applicable law.

(d) No Holder of any note will have any right to institute any proceeding with respect to the

Sixth Supplemental Indenture or the Notes or for any remedy thereunder, unless such Holder has previously given to

the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate

principal amount of the outstanding Notes shall have made a written request to the Trustee to institute proceedings

in respect of such Event of Default in its own name as Trustee, such Holder or Holders have offered to the Trustee

indemnity reasonably satisfactory to it, the Trustee for 60 days after receipt of such notice has failed to institute any

such proceeding and no direction inconsistent with such request shall have been given to the Trustee during such 60-

day period by the Holders of a majority in principal amount of the outstanding Notes. However, such limitations do

not apply to a suit individually instituted by a Holder of a note for enforcement of payment of the principal of, or

interest on, such note on or after respective due dates expressed in such note.

Section 2.14. Appointment of Agents. The Trustee will initially be the Security Registrar and

Paying Agent for the Notes.

Section 2.15. Defeasance upon Deposit of Moneys or U.S. Government Obligations.

(a) On the first day after the applicable conditions set forth in Section 12.03 of the Base

Indenture have been satisfied, the Company at any time may terminate (i) all of its obligations under the Notes and

this Sixth Supplemental Indenture (“legal defeasance option”) or (ii) its obligations under Sections 2.9, 2.10, 2.11

and 2.12 of this Sixth Supplemental Indenture and, with respect to the Notes only, Section 10.2 of the Base

Indenture, and the operation of Sections 2.13(a)(iii), (iv) and (v) of this Sixth Supplemental Indenture (but, in the

case of Sections 2.13(a)(iv) and (v), with respect only to Significant Subsidiaries) (“covenant defeasance option”).

The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

13

(b) If the Company exercises its legal defeasance option, payment of the Notes may not be

accelerated because of an Event of Default with respect to the Notes. If the Company exercises its covenant

defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in

Sections 2.13(a)(ii) (with respect to the covenants identified in clause (a) above), 2.13(a)(iii), 2.13(a)(iv) and

2.13(a)(v) (with respect only to Significant Subsidiaries in the case of Sections 2.13(a)(iv) and (v)).

(c) Notwithstanding clauses (a) and (b) above, the Company’s obligations with respect to Sections 3.05, 3.06, 3.07, and 12.09 of the Base Indenture, in each case with respect to the Notes only, shall survive

until the Notes have been paid in full.

Section 2.16. Amendments. In addition to the restrictions set forth in Section 14.02 of the Base

Indenture, without the consent or affirmative vote of each Holder of Notes affected thereby, an amendment of this

Sixth Supplemental Indenture or the Base Indenture (with respect to the Notes only) may not reduce the premium

payable upon a Change of Control Triggering Event or, at any time after a Change of Control Triggering Event has

occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the Notes

must be repurchased pursuant to such Change of Control Offer.

ARTICLE 3.

FORM OF NOTES

Section 3.1. Form of Notes. The Notes and the Trustee’s Certificate of Authentication to be

endorsed thereon are to be substantially in the form set forth in Exhibit A.

ARTICLE 4.

ORIGINAL ISSUE OF NOTES

Section 4.1. Original Issue of Notes. The Notes may, upon execution of this Sixth

Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the

Trustee shall, upon Company order, authenticate and deliver such Notes as in such Company order provided.

14

ARTICLE 5.

MISCELLANEOUS

Section 5.1. Ratification of Indenture. The Base Indenture, as supplemented by this Sixth Supplemental Indenture, is in all respects ratified and confirmed, and this Sixth Supplemental Indenture shall be

deemed part of the Base Indenture in the manner and to the extent herein and therein provided; provided that the

provisions of this Sixth Supplemental Indenture apply solely with respect to the Notes.

Section 5.2. Trustee Not Responsible for Recitals. The recitals herein contained are made by

the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The

Trustee makes no representation as to the validity or sufficiency of this Sixth Supplemental Indenture.

Section 5.3. Governing Law. This Sixth Supplemental Indenture and each Note shall be

deemed to be contracts made under the law of the State of New York, and for all purposes shall be governed by and

construed in accordance with such law.

Section 5.4. Severability. In case any provision in this Indenture or in the Notes shall be

invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any

way be affected or impaired thereby.

Section 5.5. Counterparts. This Sixth Supplemental Indenture may be executed in any

number of counterparts each of which shall be an original; but such counterparts shall together constitute but one

and the same instrument.

[Signature pages follow]

15

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be

duly executed, all as of the day and year first above written.

SOUTHERN COPPER CORPORATION,

as Issuer

By:

Name:

Title:

Signature Page

Sixth Supplemental Indenture

16

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

By:

Name:

Title:

Signature Page

Sixth Supplemental Indenture

17

EXHIBIT A

[FORM OF FACE OF SECURITY]

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE

HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A

NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND

ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF

THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE

COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY

CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS

IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS

MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,

CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,

BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE

OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY

THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF

SUCH SUCCESSOR DEPOSITARY.

A-1

[No. 1 / No. 2 / No. 3]

$500,000,000 As revised by the Schedule of Increases or Decreases

in Global Security attached hereto

5.875% Notes due 2045

CUSIP No. 84265V AJ4

SOUTHERN COPPER CORPORATION, a Delaware corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby

promises to pay to Cede & Co. or registered assigns, the principal sum of five hundred million dollars

($500,000,000), as revised by the Schedule of Increases or Decreases in Global Security attached hereto, on April

23, 2045 and to pay interest thereon from April 23, 2015 or from the most recent Interest Payment Date to which

interest has been paid or duly provided for, semi-annually in arrears on April 23 and October 23 of each year,

commencing on October 23, 2015 at the rate of 5.875% per annum, until the principal hereof is paid or made

available for payment. Interest on the Securities will accrue from the most recent date to which interest has been

paid or, if no interest has been paid, from April 23, 2015. Interest shall be computed on the basis of a 360-day year

of twelve 30-day months.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor

Securities) is registered at the close of business on the Record Date for such interest, which shall be April 8 or

October 8, as the case may be, next preceding such Interest Payment Date.

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

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the

reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid

or obligatory for any purpose.

A-2

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

SOUTHERN COPPER CORPORATION,

As Issuer

By:

Name:

Title:

TRUSTEE’S CERTIFICATE OF

AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Date of Authentication:

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee, certifies that this is one of

the Securities referred to in the Indenture.

By: Authorized Signatory

A-3

[FORM OF REVERSE SIDE OF SECURITY]

5.875% Notes due 2045

1. Indenture.

This Security is one of a duly authorized issue of securities of the Company (herein called the

“Securities”), issued and to be issued in one or more series under an Indenture, dated as of April 16, 2010, as

supplemented by a Sixth Supplemental Indenture, dated April 23, 2015 (as so supplemented, herein called the

“Indenture”), between the Company and Wells Fargo Bank, National Association, as Trustee (herein called the

“Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures

supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties

and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon

which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on

the face hereof, initially limited in aggregate principal amount to $1,500,000,000.

The terms of the Securities include those stated in the Indenture and those made part of the

Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto

in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and

the TIA for a statement of those terms.

2. Method of Payment.

The Company will pay interest on the Securities (except defaulted interest) to the Persons who are

registered holders of Securities at the close of business on the April 8 or October 8, as the case may be, next

preceding the interest payment date even if Securities are canceled after the record date and on or before the interest

payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Company will

pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security

(including principal, premium and interest) will be made by wire transfer of immediately available funds to the

accounts specified by The Depository Trust Company. Payments on the Securities will be made at the office or

agency of the Paying Agent and Registrar within the city of Minneapolis, Minnesota unless the Company elects to

make interest payments by check mailed to the Holders at their address set forth in the register.

3. Paying Agent and Registrar.

Initially, the Trustee will act as Paying Agent and Registrar. The Company may appoint and

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

as Paying Agent or Registrar.

4. Optional Redemption.

(a) Except as described below, the Notes are not redeemable at the Company’s option. The

Company is not, however, prohibited from acquiring the Notes by means other than a redemption, whether pursuant

to a tender offer, open market purchase or otherwise, so long as the acquisition does not otherwise violate the terms

of the Indenture.

(b) The Notes will be redeemable, at any time and from time to time, in whole or in part, at the

Company’s option at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be

redeemed plus accrued and unpaid interest thereon to, but not including, the date of redemption, and (ii) the sum of

the present values of the Remaining Scheduled Payments of principal and interest on the Notes to be redeemed

(exclusive of interest accrued to the applicable redemption date) discounted to that redemption date on a semi-

annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis

points. Notwithstanding the foregoing, payments of interest on the Notes will be payable to the Holders of those

Notes registered as such at the close of business on the relevant record dates according to the terms and provisions

of the Indenture. In connection with such optional redemption, the following defined terms apply:

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(c) Upon presentation in physical, certificated form of any Note to be redeemed in part only, the

Company will execute and the Trustee will authenticate and deliver to the Company on the order of the holder

thereof, at the Company’s expense, a new Note or Notes, of authorized denominations, in principal amount equal to

the unredeemed portion of the Note so presented. The Company may at any time purchase Notes in the open market

or otherwise at any price. Any Notes that are redeemed or purchased by the Company shall be delivered to the

Trustee for cancellation and may not be reissued or resold. Any redemption and notice thereof pursuant to the

Indenture may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

5. Notice of Redemption.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the

redemption date to each Holder of the Notes to be redeemed. On and after any redemption date, interest will cease to

accrue on the Notes or any portion thereof called for redemption unless the Company defaults in the payment of the

redemption price.

6. Sinking Fund and Highly Leveraged Transactions.

The Securities are not subject to any sinking fund. The Indenture does not include any debt

covenants or other provisions which afford holders of the Securities protection in the event of a highly leveraged

transaction.

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

Upon a Change of Control Triggering Event, Holders of securities will have the right, subject to

certain conditions specified in the Indenture, to cause the Company to repurchase all or any part of the Securities of

such Holder at a purchase price equal to 101% of the principal amount of the Securities to be repurchased plus

accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant

record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase) as

provided in, and subject to the terms of, the Indenture.

8. Denominations; Transfer; Exchange.

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and in integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain

limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of

Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this

Security is registerable in the security register, upon surrender of this Security for registration of transfer at the

Registrar accompanied by a written request for transfer in form satisfactory to the Company and the Registrar duly

executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities

of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be

issued to the designated transferee or transferees.

No service charge shall be made for any such registration of transfer or exchange, but the

Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in

connection therewith.

9. Persons Deemed Owners.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and

any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner

hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such

agent shall be affected by notice to the contrary.

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10. Amendment, Waiver.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the

modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each

series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders

of a majority in aggregate principal amount of the Securities at the time Outstanding of each series to be affected.

The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the

Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive

compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding

upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of

transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made

upon this Security.

11. Defaults and Remedies.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the

principal of the Securities of this series may be declared due and payable in the manner and with the effect provided

in the Indenture.

12. Governing Law.

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE

WITH, THE LAWS OF THE STATE OF NEW YORK.

13. CUSIP Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification

Procedures, the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to

use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to

the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and

reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any Holder of Securities upon written request and without

charge to the Holder a copy of the Indenture which has in it the text of this Security.

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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:

Amount of decrease Principal Amount of

Amount of increase in in Principal Amount this Global Security Signature of

Date of Principal Amount of of this Global following each authorized signatory

Exchange this Global Security Security decrease or increase of Trustee

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Investor Relations: (602) 264-1375

SOUTHERN COPPER CORPORATION ISSUED $2.0 BILLION UNSECURED NOTES Phoenix, April 24, 2015 - Southern Copper Corporation (NYSE and LSE: SCCO) announced today that it has completed a public offering of US$2.0 billion aggregate principal amount of notes, consisting of US$500 million 3.875% Notes due 2025 and US$1.5 billion 5.875% Notes due 2045. These notes are general unsecured obligations of Southern Copper Corporation and rank equally with all of its existing and future unsecured and unsubordinated debt. The proceeds of this offering will be used for general corporate purposes, including the financing of our capital expenditure program. Southern Copper Corporation is one of the largest integrated copper producers in the world and we believe we currently have the largest copper reserves in the industry. The Company is a NYSE and Lima Stock Exchange listed company that is 86.1% owned by Grupo Mexico, a Mexican company listed on the Mexican stock exchange. The remaining 13.9% ownership interest is held by the international investment community. The Company operates mining units and metallurgical facilities in Mexico and Peru and conducts exploration activities in Argentina, Chile, Ecuador, Mexico and Peru. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of the jurisdiction.