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CONFIDENTIAL

ASSET RESTRUCTURING PLAN DOE RUN PERU S.R.L.

NOVEMBER 2011

RESTRUCTURING PLAN DOE RUN PERU S.R.L.

MAY 14, 2012

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TABLE OF CONTENTS Page Definitions 4

1. Executive Summary 8 2. Company Information 12 3. Description of the Company 14

3.1 History 3.2 Description of the Operations 3.3 Environmental Management Description 3.4 Current Situation

4. Financial Forecast 21 4.1 Assumptions 4.2 Financial Forecast 4.3 Supervision and Compliance Unit

5. Debt Restructuring 27 5.1 General Principles 5.2 Advantages of the Plan and of Resuming Operations 5.3 Debt Classification

5.3.1 Class 1: Labor Claims 5.3.2 Class 2: PAMA Suppliers 5.3.3 Class 3: Concentrate Suppliers 5.3.4 Class 4: Ministry of Energy and Mines - MINEM 5.3.5 Class 5: General Class

5.4 Bankruptcy Debt Refinancing Structure 5.5 Bankruptcy Debt Payment Conditions 5.6 Provisioning Structure 5.7 Assignment of Claims

6. Guarantee structure 38 6.1 Guarantees 6.2 Guarantee structure

6.2.1 Cobriza Mine Security Trust 6.2.2 CMLO Inventory and Accounts Receivable Trust 6.2.3 CMLO Property, Plant, and Equipment Guarantee

7. Representations and Warranties 42 8. Events of Default 43 9. Final Considerations 44 9.1. Conditions Precedent

9.2. Enabling Assumption for the Implementation of the Plan 9.3 Effects of the Plan

Exhibits 47

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EXHIBITS Exhibit 1 Financial Forecast 2012–2022 Exhibit 2 Existing Debt as of the Cut-off Date Exhibit 3 Class 1 Debt Detail: Labor Claims Exhibit 4 Class 2 Debt Detail: PAMA Suppliers Exhibit 5 Class 3 Debt Detail: Concentrate Suppliers Exhibit 6 Class 4 Debt Detail: Ministry of Energy and Mines - MINEM Exhibit 7 Class 5 Debt Detail: General Class Exhibit 8 Class 1 Payment Schedule: Labor claims Exhibit 9 Class 2 Payment Schedule: PAMA Suppliers Exhibit 10 Class 3 Payment Schedule: Concentrate Suppliers Exhibit 11 Class 4 Payment Schedule: Ministry of Energy and Mines - MINEM Exhibit 12 Class 5 Payment Schedule: General Class Exhibit 13 Minutes of the Out-of-Court Labor Agreement Exhibit 14 Terms and Conditions of the Glencore Loan Exhibit 15 Terms and Conditions of the Renco Loan Exhibit 16 Applicable Maximum Permissible Levels and Environmental Quality

Standards According to RM-257-2006-MEM/DM

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DEFINITIONS For purposes of implementing this DRP Restructuring Plan, the following definitions shall apply, unless otherwise required by the context hereof:

1. Creditor(s). Any individual or legal entity that holds a Bankruptcy Claim with DRP, whether or not it is approved by INDECOPI.

2. Management. Governance and management bodies of DRP

(Presidency, management, and representatives) ratified by the Creditors Meeting on January 18th 2012, as the management of DRP during the restructuring process as provided in Article 61 of the LGSC.

3. AFP. Private Pension Fund Management Companies governed by the

Consolidated Text of the Private Pension System Law (DS 054-97-EF).

4. Affiliates. Are those affiliate entities, subsidiaries and/or related companies based on the concepts applicable to related companies established in the Resolution CONASEV # 90-2005-EF/94.10 and in the Resolution SBS # 445-2000

5. Tax Authority. The governmental entity in charge of determining and

administering taxes, whether central or local government taxes.

6. CAPEX. Expenditure earmarked to purchase fixed assets or to upgrade existing fixed assets. The Plan sets the amount that DRP will apply to CAPEX.

7. CMLO. La Oroya Metallurgical Complex, purchased by DRP from

CENTROMIN in October 1997, after a public auction process (for convenience, we have left the acronym in its Spanish form, CMLO)

8. Commission. The Bankruptcy Proceedings Commission of INDECOPI.

9. Social Security Contributions. Contributions that DRP must make to

the Social Security System, as per stated by law.

10. Bankruptcy Claim or Debt. Obligation to pay monies incurred and/or accrued by DRP as of the Cut-off Date, (regardless of whether recognition has been requested to or obtained from the Commission.) The treatment and extinguishment of the obligation is governed by the Plan. Includes principal, interest and expenses, provided these have accrued as of the Cut-off Date. The list of Creditors and the amount of the Claims that make up the Bankruptcy Debt are detailed in the respective Exhibits.

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11. Current Claim. Any obligation to pay monies incurred by DRP after the

Cut-off Date, the enforceability of which is governed by the rules of common law.

12. Payment Schedule. A document that is part of the Plan, which

incorporates the information that, together with the Plan, allows Creditors to determine the repayment amount that they will receive on each Payment Date, or the extinguishment of their claims, as appropriate. For the avoidance of doubt, the dates and amounts established in the Payment Schedule are obligations of DRP, the compliance of which is not subject to any other condition or assumption other than those established in Section 9 of this Plan.

13. Debtor. For all purposes hereof, Doe Run Peru S.R.L. or DRP.

14. DRP. Doe Run Peru S.R.L. or the Company.

15. Dollars or US$. The legal tender in the United States of America.

16. Fiscal Year. The period from January 1 to December 31 of every year.

17. Adjusted Excess Cash: Is the positive difference as of December 31st

of each Fiscal Year between:

a. The sum of (i) the actual cash balance of DRP plus (ii) the actual portion of the Facility described on Section 4.1.4. of this Plan which is available to be drawn down at that time and has not been drawn down as DRP has not so requested, and

b. The sum of (i) the cash balance of DRP projected in the cash flow in the current Plan for the same period (the projected cash flow is found in Exhibit 1) plus (ii) the projected portion of the Facility which being available to be drawn down at that time, is estimated not to be drawn down as DRP has not so requested (which is also found in Exhibit 1).

For the avoidance of doubt, if the difference between the concepts described in paragraph a. and b. above is negative, it will be understood that there is no Adjusted Excess Cash in that specific Fiscal Year. Also for the avoidance of doubt, once the Facility described in Section 4.1.4. is paid, then the determination of the existence or not of Adjusted Excess Cash will not take into account those amounts of Facility not disbursed into DRP.

18. Approval Date. The date of approval of this Plan at a Creditors

Meeting.

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19. Cut-off Date. Date in which the submission by DRP to ordinary bankruptcy proceedings was published in the official gazette El Peruano, which was August 16, 2010.

20. Payment Date. Any Principal Payment Date and/or Interest Payment

Date. The Payment Date shall be quarterly and occur on March 31, June 30, September 30, and December 31 of every year, as applicable in accordance with the Payment Schedule. The obligation of DRP to pay on each Payment Date shall be understood to be in arrears, as provided in Article 183 of the Civil Code. Should any Payment Date fall on any day other than a Business Day (Saturday, Sunday) or is declared a holiday, the Payment Date shall be on the next following business day.

21. Principal Payment Date. The date in which DRP shall make

Bankruptcy Debt payments.

22. Interest Payment Date. The date in which DRP shall make payments of interest accrued on the Bankruptcy Debt, as applicable under the Plan.

23. Facility. The Current Credit facilities granted to DRP to support its

operations as provided in Chapter 4.

24. Glencore. Glencore Perú S.A.C., a part of the Glencore Group, who, subject to the approval of the current Plan and the execution of definitive agreements and other conditions precedent, has committed to (i) grant a credit facility under the terms set forth in this Plan; and, (ii) supply concentrates to be paid under the Qualified Payment Terms.

25. Creditors Meeting. Governing body of DRP while the restructuring

process is under way, consisting of Creditors approved by the Commission to be entitled to vote thereat as provided in Article 34.1 of the LGSC.

26. LGSC. The General Bankruptcy System Law (Ley General del Sistema

Concursal), Law Nº 27809, published in the official gazette El Peruano on August 8, 2002, as amended.

27. Cobriza Mine. The Mining Unit owned by DRP, located in the District of

San Pedro de Coris, Province of Churcampa, Department of Huancavelica.

28. MINEM. Ministry of Energy and Mines, central and ruling organism of the

Mining and Energy Sector, which is part of the Executive Branch.

29. PAMA. The Environmental Adjustment and Management Program for the CMLO created by Ministerial Resolution Nº 016-93-EM.

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30. Unenforceability Period. Period comprised between the Cut-off Date and the Approval Date.

31. Restructuring Plan or Plan. This Plan, as approved by the Creditors

Meeting of DRP with the majorities required in Article 53 of the LGSC, whereby the Bankruptcy Debt would be refinanced and extinguished. The term of the Plan starts on the Approval Date.

32. Concentrate Supplier. The supplier who provides concentrates to DRP

during the term of the Restructuring Plan.

33. Project. Sulfuric Acid Plant Project and Copper Change Plant of the CMLO.

34. Project Legal Reform. Is the bill of law, as well as the corresponding

regulations that will implement it, which will grant DRP a total period of 30 months for the completion of the Project.

35. Renco. The Renco Group Inc., a US company related to DRP, who

subject to (i) the conditions stated in Section 4.1.4. of this Plan; (ii) the approval of the current Plan (iii) the execution of definitive agreements has committed a Facility under the terms set forth in this Plan.

36. Interest Rate. Factor to calculate the remuneration to be applied to the

Bankruptcy Debt, when so provided by the Plan and in accordance with the ranking set for payment of the Claims, which Interest Rate is to be understood as a compensatory rate.

37. Qualified Payment Terms. For concentrates supplied to DRP, Qualified

Payment Terms are as follows: (i) concentrates received at CMLO in a given month (month 0) will receive a payment equal to 90% of the value of the delivery by the 15th of the second month (month 2); and , (ii) the balance on the 25th of the third calendar month (month 3).

38. Exchange Rate. Factor for conversion of Nuevos Soles to Dollars,

which will be US$ 1.00 for every S/. 2.678, pertaining to the average exchange rate published by the Banking, Insurance and Private Pension Fund Superintendence applicable on the Cut-off Date.

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RESTRUCTURING PLAN 1. Executive Summary

1.1. Introduction This document is submitted pursuant to the legal provisions in force of the General Bankruptcy Law (Ley General del Sistema Concursal) – LGSC, which requires Management to submit the Restructuring Plan for consideration by the Creditors Meeting. The CMLO is located in the Central Andes, in the Junin Region, 3,775 meters above sea level. This Complex is considered one of the three largest of its kind in the world, and also one of the few capable of processing polymetallic concentrates. It has four basic pillars: the Copper Circuit, the Lead Circuit, the Zinc Circuit and the Precious Metals Circuit. DRP is one of the worlds’ few integrated producers of refined base metals, precious metals and by-products. Its products include copper, lead, zinc, silver, gold, bismuth, indium, etc., which are sold in both the Peruvian and international markets, and are highly recognized for their quality and prompt delivery.

Furthermore, DRP is the driving force of development in La Oroya and has a major socio-economic impact in the central region and the country as a whole. It provides employment to more than 3,000 direct employees and to 16,000 indirect employees, approximately 84% of these workers are from the region.

In connection with environmental management, it should be noted that at the time of the CMLO transfer, DRP assumed the commitment to invest approximately US$107.6 MM in nine (9) projects known as the “La Oroya Plan for Environmental Adaptation and Management (PAMA)” within a term of ten (10) years, to reduce the environmental impact caused by the operation of the CMLO.

As a result of the international financial crisis of December 2008 with drastically impacted DRP, the implementation of the last PAMA project was suspended on December 15, 2008. As of that date, DRP had completed the upgrade of the Zinc Acid Plant (December 2006) and commissioned the new Lead Acid Plant (September 2008) and had completed 50% of the construction of the modifications to the Copper Circuit and Copper Acid Plant.

The PAMA was further extended in 2009 after the suspension of activities at the LOMC and the applicable law (Law No. 29410) was ruled by Supreme Decree 075-2009-EM. DRP is expecting to have the Project Legal Reform within the period stipulated in Chapter 9.1 of this Plan.

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During the last 13 years, DRP has invested approximately US$313 million in PAMA projects. On completion of the Project, DRP will have invested US$ 498 million in PAMA projects. In connection with the Cobriza Mine, DRP undertook to perform a PAMA that included four projects i) tailing management optimization; ii) solid waste disposal; iii) sewage treatment; and iv) waste water treatment. As of this date, the PAMA has been implemented at and complied with 100%, which has furthermore been confirmed by the relevant authorities.

1.2. Evolution of the Situation: Under the Financial Crisis

On June 3, 2009, DRP announced full shut-down of the CMLO. While the CMLO has been shut down, DRP entered into agreements with the three workers unions, and with professionals from La Oroya and Lima to maintain the employment relationship by paying a portion of the salaries. DRP did this to preserve the labor force for a possible restart of operations at the CMLO, for maintaining the plant, and to contribute to social peace in La Oroya. As of this date, DRP is paying 70% of the ordinary salaries and 100% of the employee benefits. During the shutdown period DRP has paid more than $105 million in salaries and benefits to the workers of La Oroya and Lima while the operations of the CMLO have been paralyzed.

1.3. Financial Forecast and Restructuring Plan

The current Restructuring Plan enables the successful restart and long term viability of CMLO and addresses potential concerns of the facility’s key stakeholders. As an initial step, an international consultant, FTI Consulting was hired to work with Management to develop the Plan and confirm its feasibility. The work performed to date has included, amongst other things, a comprehensive analysis of the financial model and its assumptions as well as a review of operational readiness and capital expenditures required at the CMLO. Management and FTI have insured that the Plan reflects current market realities, the historical operating performance of the CMLO, and the requirements of its stakeholders. Likewise, the Supervision and Compliance Unit, conformed by Apoyo Consultoria S.A., has received the information requested to DRP in the fulfillment of its duties. The Plan:

Provides a solution that ensures the long-term viability of the CMLO which will ensure the social and economic continuity of La Oroya and the Central Region of Peru.

Provides for the control of the Company’s operations by parties with no conflict of interest to ensure competitive commercial conditions on the purchase of concentrates, and a fair and equitable treatment of all stakeholders in the business.

Provides an alternative for Peruvian mining to export value-added products instead of concentrates, which are currently being exported due to shut-off

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of the CMLO. Losses to the sector from not exporting value added products are estimated at approximately US$500 million a year.

Takes advantage of the technology of the CMLO, which allows treating polymetallic concentrates and recovering strategic metals that are currently exported at no added value (for instance, indium used in LCD screens).

Maintains 100% of the specialized and highly qualified labor force. Continued operation of the CMLO ensures a favorable market for the

Central Region mines. Exploits the high synergy between the CMLO and the Cobriza Mine as an

integrated business which is better protected from market fluctuations. Furnishes high-quality guarantees to funding and concentrate suppliers. Generates higher tax revenues for the central and regional government as a

result of the production of high value added metals. Is based on a long-term agreement between Renco and Glencore to provide

DRP with both financial resources and concentrate supply. Reflects the Related Party’s willingness to delay the collection of its claims,

in the terms and conditions offset out in the current Plan, until the credits of Classes 1, 2 and 3 are totally paid as well as the completion of the Project.

Subject to the approval of this Plan, DRP will have two credit facilities totaling US$200MM, one to be granted by Glencore (US$135MM) and the other by Renco (US$65MM). Both credit facilities have five-year maturities and a LIBOR (12 months) + 4% per annum interest rate. The general terms and conditions of said Facilities are described in Exhibits 14 and 15 of this Plan. DRP will continue paying 70% of the base salaries to CMLO workers until the restart of operations. The “Acta de Acuerdo en Reunión Extraproceso” dated December 20, 2011, which is attached and is part of the Restructuring Plan, includes the agreements reached with the labor unions. 100% of the labor force will be maintained to ensure a successful restart and continuation of operations at the CMLO. To prepare this Restructuring Plan and support the DRP’s ability to meet its obligations, financial forecasts have been developed for 2012 to 2022. All forecasts take into consideration Fiscal Year accounting periods. For estimated prices of base metals and precious metals, price forecasts are based on forecasts from various publications and financial entities specializing in commodities. For 2012 through 2015, first the average price from these publications for each year is computed and then a 15% reduction in the average prices is applied to ensure that DRP has sufficient cash flow to cover its obligations taking into account the volatility of metal prices. From 2016 onwards, is used the average 2016 price from these publications. Based on the assumptions set forth and the sales forecast, sales revenues for the year 2012 are estimated to be approximately US$ 1,042MM and US$ 1,840MM for the year 2013. The Restructuring Plan proposed by DRP is a comprehensive

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proposal, sustainable over time, which integrates the operations of the CMLO and the Cobriza Mine and preserves all of its labor force. 1.4 Claims Under the Plan The diverse nature and origin of the Claims under the Plan require classifying such Claims by classes prioritizing the distribution of flows generated by DRP. The classification criteria used to group the Creditors under this Plan are associated with the principle of fair treatment to be afforded to such Creditors, and to the principle of non-discrimination between Creditors of the same kind. Thus, Creditors have been classified as follows: Class 1: Labor Claims Class 2: PAMA Suppliers Class 3: Concentrate Suppliers Class 4: Ministry of Energy and Mines - MINEM Class 5: General Class The Plan requires refinancing of the Bankruptcy Debt in reasonable terms and is based on allowing DRP to fulfill its obligations without affecting the development of its production activities, its compliance with the environmental obligations, and necessary CAPEX investments. The Payment Schedule for each Class is defined in the relevant section. Each Class will receive the following Interest Rate: Class 1: 1.5% on the outstanding balance of each Claim. Class 2: LIBOR (3 months) + 4% on the outstanding balance of each Claim. Class 3: LIBOR (3 months) + 4% on the outstanding balance of each Claim. Class 4: Will not accrue interest during the term of the Plan. Class 5: Will not accrue interest during the term of the Plan. The Plan contemplates providing guarantees to secure the Facilities and the supply of concentrates through a financing structure clearly detailed in the relevant section. Furthermore, these guarantees will have the structure contemplated in this Plan that will be formalized as per Section 9.2 and expressly approved and authorized by the Creditors Meeting concurrently with the approval hereof. . By approval hereof, the Management is authorized to perform all such activities as may be required to achieve the restructuring of DRP, whether expressly referred to in this Plan or, if not referred to, will be required to implement the Plan, including the execution of definitive Facility agreements. As provided in Article 66.3 of the LGSC, this Plan and the Payment Schedule of DRP is set forth and will govern the manner, amount, place and date of extinguishment of the Bankruptcy Debt.

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2. Company Information

2.1. Name

Corporate Name: Doe Run Peru S.R.L. RUC: 20376303811

2.2. Registered Office and Production Units Registered Office: Av. Víctor Andrés Belaúnde 147, Centro Empresarial

Camino Real, Torre Real 3, Piso 9, San Isidro – Lima.

Production Units: CMLO: District of La Oroya, Province of Yauli, Department of Junín. Cobriza Mine: District of San Pedro de Coris, Province of Churcampa, Department of Huancavelica.

2.3. Registered Office and Resumption of Operations The registered office of DRP is in the city of Lima. The Company may establish branches, agencies or any other establishment in any place in Peru or abroad. DRP commenced operations on August 29, 1997, and has a perpetual duration.

2.4. Corporate Purpose

The corporate purpose of DRP is to engage, in general, in those activities inherent to mining and metallurgy, such as mining, milling, smelting, refining, industrialization and commercialization of the products obtained, in accordance with applicable laws, and any other activity associated with or dependent on mining or metallurgy, such as the electric power generation industry, for which purpose it may perform all civil, industrial, commercial and any other type of acts or operations related or connected to its operations, including the transportation by railway of goods and/or passengers on private railway infrastructure.

Furthermore, DRP may conduct all types of mining operations such as mining surveying, prospecting, exploration, development, general works, refining, commercialization and transportation.

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2.5 Capital Stock and Shares

The Capital Stock of DRP is S/. 508,709,317.14 (five hundred eight million seven hundred nine thousand, three hundred seventeen and 14/100Nuevos Soles) represented by 50,870,931,714 shares with a par value of S/. 0.01 (one cent of Nuevo Sol) each; which capital is fully subscribed and paid in.

The main shareholders are:

Doe Run Cayman LTD 50,823,592,651 Samuel Walter Flores Santos 20,433,056 Percy Alcázar Requena 10,216,528 Jacinto Canales Arévalo 5,105,139 Fernando Bustamante Roldán 4,086,575 Eva Elvira Dávila Jurado 2,043,383 Alfredo Arturo Basualdo Ricaldi 1,269,273 Teresa Sáenz Picasso 1,239,333 Basilio Melgarejo Malpartida 990,898 Rocío Sifuentes Aybar 496,110 Danitza Yupari Capcha 496,110 Margarita Mondragón Hernandez 496,109 Rodolfo Benni Ramos Aparicio 445,515 Jorge Antonio Jaramillo Chipoco 21,034 Total Shares 50,870,931,714

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3. Description of the Company

3.1. History In 1901, North American businessmen founded the Cerro de Pasco Corporation to develop copper mines in the Central Andes of Peru. Subsequently, in 1922, the U.S. firm Cerro de Pasco Corporation built the smelter and refineries in La Oroya, specially designed to process the polymetallic ores typical of the Central Andes.

From 1926 to 1956 Cerro de Pasco Corporation started geological exploration studies and financial feasibility assessments that resulted in the discovery of the copper-silver deposit currently operated at the Cobriza mining district. The corporation started copper production in December 1967.

Subsequently, in 1974, the Peruvian government operated both the CMLO and the Cobriza Mine through Empresa Minera del Centro del Perú S.A. – Centromin Perú S.A.

In October 1997, DRP purchased the CMLO (after a public auction process in which the winning bidder, Servicios Industriales Peñoes S.A de C.V., decided not to go through with its offer). Subsequently, in 1998, DRP also acquired the Cobriza Mine from the Peruvian government.

3.2. Description of the Operations The CMLO is located in the Central Andes of Peru, about 180 kilometers east of Lima, in the Junin Region, Province of Yauli, District of La Oroya, at 3,775 meters above sea level.

The CMLO is considered one of the three largest integrated complexes in the world, consisting of four fundamental pillars: the Copper Circuit, the Lead Circuit, the Zinc Circuit and the Precious Metals Circuit. One of its strengths lies in its capacity to generate added value and the significant synergy between the circuits, making the operations functional and competitive. This complex was designed to process polymetallic concentrates with significant precious metal contents to produce ten high-grade refined metals and seven by-products. One competitive advantage is the quality of its products, which guarantees customers with a supply of metals of consistent purity, at competitive prices and timely delivery. Additionally CMLO’s proximity to the mines on the route to the Port of Callao offers an alternative to exporting concentrates, thus retaining in Peru the value added by local operations.

DRP operates with public consent, working in harmony with its surrounding communities and population, with the goal of accomplishing sustainable development and improving the standard of living of the communities. DRP is respectful of the rights of the population.

The structure of the four main pillars of DRP is shown below:

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3.2.1. Copper Circuit

The copper circuit is designed to process about 250,000 tons per year (“tpa”) of polymetallic concentrates containing a high percentage of valuable metal.

The copper circuit comprises the preparation plant, roasters, smelter, copper refiners, antimony, gas and particulate material management, and water treatment plants.

It is the largest circuit of the CMLO. Its’ main product is 99.97% pure refined copper, while sub-products include antimony, copper sulfate and arsenic trioxide.

CIRCUITO CIRCUITO CIRCUITO DEDE COBRE DE PLOMO ZINC

Concentrados Concentrados Concentradosde Cobre de Plomo de Zinc

Planta deÁcido

Planta deTostadores Planta de SulfúricoTostadores Ácido

AglomeraciónSulfúrico

FiltrosDe PolvoReverbero Hornos

Oxy-fuel de Manga Lixiviación

Convertidoras

CeldasCeldas Electrolíticas

Electrolíticas

Lodos

Celdas Electrolíticas Anódicos FundiciónFundición y Moldeoy Moldeo

COBRE ReverberoREFINADO de Fusión ZINC

REFINADOPLOMOConvertidoras REFINADO

Copelas

ProduceCeldas

Electrolíticas CIRCUITO 10 metales y 7METALES Bismuto

PRECIOSOS subproductosFundición Selenioy Moldeo Telurio

PLATA OROREFINADA REFINADO

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3.2.2. Lead Circuit

The lead circuit was designed to process 250,000 tpa of concentrates containing a high percentage of valuable metal and produces 99.997+% pure refined lead.

The circuit comprises the following plants: agglomeration, the lead smelter, the refinery and the new Lead Acid Plant (LAP) designed to process the gases generated by the agglomeration plant, which initiated its operations on September 30, 2008 with installed capacity of 125,000 tpa of sulfuric acid.

In the lead refinery, a modified Betts process is used which is characterized by lead anodes with high contents of impurities, obtaining a high-purity refined lead. It is the only electrolytic lead refinery in South America.

3.2.3. Zinc Circuit

This circuit was originally designed to treat 150,000 tpa of concentrates.

The zinc circuit comprises the plants for preparation of concentrates, zinc roasting (Lurgi Roaster), sulfuric acid, leaching, electrowinning, purification, zinc powder, molding and shipping, zinc leach residue, hydrometallurgy, indium, zinc sulfate, and ferrite floatation.

The following products are obtained for sale: refined zinc, sulfuric acid, refined indium, zinc sulfate, zinc powder and zinc-silver concentrate.

Starting in January 2005, to reduce emissions of SO2 particulate material through the stacks, and to improve air quality, three fluid-bed roasters (FBR) were deactivated, reducing plant capacity to 96,000 tpa of treated concentrates.

Zinc produced is very pure (99.995+%) with high demand in the international market due to its quality.

The zinc circuit has a sulfuric acid plant built in 1967 and upgraded in 2007 to increase the capture of sulfur from the circuit to improve air quality in La Oroya. This plant processes the gases generated during roasting with a current capacity of 63,000 tpa of sulfuric acid.

3.2.4. Precious Metals Circuit

The precious metal circuit comprises the anode residue plants, which produce silver dore of 98.5% silver. The Company has also developed its own technology for the production of selenium, tellurium and bismuth. Its’ bismuth is considered to be the purest in the world (99.999 + %) and is highly sought after in the metals market The circuit also comprises the silver refinery, where the dore is processed by electro refining to obtain 99.996% pure refined silver and 99.80% gold bullion.

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Production capacities of these plants are: 1,200 tpa of refined silver; 2,500 kg/year of gold bullion (according to entries of treated materials), 1,100 tpa of bismuth, 26 tpa of selenium and 36 tpa of tellurium.

3.3. Environmental Management Description 3.3.1 CMLO

The Peruvian government approved for La Oroya an Environmental Adjustment and Management Program for Centromin Perú (CMP) which was divided into two PAMAs by Directorial Resolution Nº 334-97-EM/DGM dated October 16, 1997: one PAMA for La Oroya, entrusted to the Peruvian government, and another PAMA for the CMLO, entrusted to DRP. The PAMA is an environmental management instrument governed by Peruvian laws, the purpose of which is to compel companies to meet the environmental standards in force in the country, which would be enforceable on the mining operator upon lapsing of the time limit to implement the respective PAMA. The PAMA for La Oroya, comprises the implementation of environmental remediation projects, including soil remediation in the city of La Oroya and the neighboring areas affected prior to the sale of the CMLO to DRP, and during the period for the completion of the PAMA.

The goal of the CMLO PAMA was to meet the Maximum Permissible Limits (MPL) for liquid effluents and gas emissions as well as the adequate handling and control of the solid residues, with a budgeted investment for the performance of nine projects in an estimated aggregate amount of US$107.6MM in ten (10) years (1997-2006).

DRP completed the first eight projects, in connection with industrial solid waste and liquid effluent management, but development of the design and engineering of the ninth and last PAMA project (the Project) required new investment amounts and longer time limits to meet the maximum permitted limits for gas emissions. In 2005, DRP requested a four year extension to complete the PAMA, which was granted pursuant to Ministerial Resolution No. 257-06-MEM/DM, dated May 29th 2006, for 2 years and 10 months. Said Resolution increased the estimated investment amount (US$ 244.8 Million). The last extension was granted by Law Nº 29410, after the standstill of the activities of the CMLO. The law mandating the extension was modified by Supreme Decree 075-2009-EM.

The ninth and last project, named “Sulfuric Acid Plant Project and Copper Change Plant of the CMLO” involves upgrading the Zinc Circuit Plant and building one Plant for the Lead Circuit and another for the Copper Circuit. The Plants for the Zinc and Lead Circuits have been completed and are operational, while the Copper

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Circuit Plant is over 52% complete. To date, the Project Legal Reform is in the approval process in front of the competent authorities.

To date, DRP has invested approximately US$313MM in the CMLO PAMA projects. The resources to finance said investments were provided by DRP itself, who has never distributed dividends to its partners. Upon completion of the Project, DRP will have invested US$498MM in PAMA projects.

Furthermore, DRP has completed a series of supplementary projects and programs not contemplated in the PAMA, including, but without limitation to, enclosing plants to prevent fugitive emissions, modern dust collectors, paving and cleaning of industrial areas, street cleaning with vacuum trucks, and the system for concentrate transportation truck flushing; these environmental improvements were implemented to prevent dragging of particulate material outside the CMLO facilities.

3.3.2 Control and Mitigation of emissions up to the finalization of the Project

DRP has an advanced Environmental Monitoring Centers which allows it to take operational action to reduce the impact of sulfur dioxide (SO2) emissions on the environment when the climate conditions are adverse to dispersion, especially in conditions of low temperature. These operational actions are implemented through voluntary stoppage of some processing plants. During its restructuring, DRP will continue, among other measures, with:

1) The monitoring of the climatic and environmental conditions within a radius of 15 kilometers, in real time

2) The Preventive Plan Stoppage Program, aimed at reducing the temporary impact of the SO2 when the climate conditions are adverse to dispersion, (effect of the thermal inversion). For example these measures include the voluntary reduction of the material fed to the furnaces and the voluntary stoppage of some smelter plants, when the adverse climate conditions are foreseen (effect of the Thermal Inversion). These last measure was implemented in the CMLO since 2001.

3) The sharing of real time information with DIGESA and the MINEM to know the real environmental situation for the town of La Oroya at any point in time. We are highlighting here that the shared work and collaboration between the DRP, the Ministry of Health and the Regional Government complements the monitoring of population health.

On this matter, the American company Integral Consulting made a Health Risk Analysis, which concluded that the emission of the SO2 by CMLO through its integral operations does not result in health risks to the population of La Oroya.

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Regardless of this, DRP will continue to mitigate potential environmental impacts (SO2 driven) through the Preventive Plan Stoppage Program up to the completion of the Project.

3.3.3 Cobriza Mine In connection with the Cobriza Mine, DRP undertook a PAMA that comprised four projects i) tailing management optimization; ii) solid waste disposition; iii) sewage treatment; and iv) waste water treatment.

By Directorial Resolution Nº 991-2009-MEM/DGM dated December 21, 2009 implementation and completion of the Cobriza Mine PAMA was confirmed. As provided by the competent authority, the following was completed:

. A total investment of US$14MM to implement the four PAMA projects. With this investment, physical progress has been completed in full.

. The monitoring stations for effluents meet the maximum permissible limits set forth in Schedule 2 of Ministerial Resolution Nº 011-96-EM-VMM dated January 10th, 1996 and the monitoring stations for air quality meet the maximum permissible limits set forth in Ministerial Resolution Nº 315-96-EM-VMM dated July 16th, 1996.

3.4. Current Situation

3.4.1. Crisis and Shutdown of Operations After the economic impact suffered by DRP, the syndicate of banks that maintained a working capital facility with DRP for the purchase of concentrates decided to withdraw the facility in February 2009. DRP was thus deprived of working capital and, therefore, unable to comply with the payment obligations to its suppliers, and with the required PAMA investments. This resulted in the suspension of the delivery of new concentrates and caused a suspension of operations at the CMLO.

3.4.2. Protection of the Labor Force with a view to Resuming Operations

The suspension of operations at the CMLO caused a potential social problem because of its approximately 2,400 workers at La Oroya and a portion of the employees at its Lima offices who perform commercial and financial duties had no work to perform. The Cobriza Mine, with its approximately 700 workers, continues to operate as usual. While the CMLO has been shut down, DRP entered into agreements with the three workers unions, and with professionals ascribed to the CMLO to maintain the employment relationship by paying a portion of the salaries. DRP did this to preserve the labor force for a possible restart of operations to utilize the labor force

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as needed for the maintenance of the CMLO, and to contribute to social peace in La Oroya. As of this date, DRP is paying 70% of the ordinary salaries and 100% of the employee benefits. During the suspension of operations DRP has paid more than $105 million in salaries and benefits to the workers of La Oroya and Lima, the operations of CMLO are suspended. The “Acta de Acuerdo en Reunión Extraproceso” dated December 20, 2011, which is attached and is part of the Restructuring Plan, includes the agreements reached with the labor unions. These agreements during the suspension of operations were namely the result of three criteria:

1) Maintaining the availability of skilled labor in consistency with the purpose of resuming operations.

2) Due to its particular characteristics and operational complexity, the CMLO has personnel specialized in the activities of metallurgical processes who are familiar with these operations. Personnel with similar qualifications is almost non-existent elsewhere in Peru.

3) Preventing, as much as possible, a major social problem.

Based on the above criteria, DRP plans to restart operations, in accordance to this Plan with 100% of its current labor force.

3.4.3. Social Programs:

DRP has lent financial support to collective kitchens, health programs, residential water treatment plants, and farming, livestock raising and environmental conservation programs. These initiatives illustrate the ongoing commitment by the company to support the community of La Oroya.

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4. Financial Forecasts

4.1 Assumptions

4.1.1 Schedule of Forecasts Used Over the last nine (9) months Management has worked hard to develop a viable Restructuring Plan. During the last seven (7) months of that period, FTI then worked with Management to conduct comprehensive due diligence and analysis of the company’s financial model and assumptions to determine cash flow sources / uses upon restart, most specifically, spending a significant amount of time analyzing DRP’s working capital needs and determining the financial feasibility of the Plan. Furthermore, the Supervision and Compliance Unit was provided with the requested information, to analyze the feasibility of the Plan and has validated its financial feasibility. In order to demonstrate and support the payment ability of DRP, financial forecasts from 2012 to 2022 have been developed. All forecasts take into consideration Fiscal Year accounting periods. Initial January 2012 balance sheet amounts have been forecasted from actual results through November 30, 2011.

4.1.2 Resuming of Operations The financial forecasts consider that the CMLO resumes operations no later than June 30, 2012. For the avoidance of doubt, the CMLO will not restart operations unless it is able to comply with the applicable maximum permissible emissions levels and air quality standards.

4.1.3 Prices

For base metals and precious metals, price projections are based on forecasts from various publications and financial entities specializing in commodities. For 2012 through 2015, first the average price from these publications for each year is computed and then a 15% reduction in the average prices is applied to ensure that DRP has sufficient cash flow to cover its obligations taking into account the volatility of metal prices. From 2016 onwards, the average 2016 price from these publications is used. For minor metals and by-products, price forecasts are based on current quotes of the Metal Bulletin and DRP’s own estimates.

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METAL PRICES FORECAST

Sources: Banco Bilbao Vizcaya CRU RBC Capital Markets Barclays Capital Danske Bank Societe Generale SA BNP Paribas SA JPMorgan Chase & Co Toronto-Dominion Bank BofA / ML National Australia Bank UniCredit Markets & Inv. Brook Hunt Nomura International PLC Westpac Banking Corp Commerzbank AG Norddeutsche Bank Credit Suisse Group AG Prestige Economics LLC

4.1.4 Credit Facilities Subject to (i) the approval of the Plan, DRP will have access to two Facilities totaling US$200MM, one granted by Glencore (US$135MM) and the other by Renco (US$65MM). Both Facilities have five-year maturities and they include a LIBOR (12 months) + 4% per annum interest rate.

4.1.5 Concentrate Supply

DRP has agreements with certain Concentrate Suppliers for the supply of mineral concentrates and include payment conditions to enable the continued supply of concentrates to the three circuits. These agreements are subject to conditions precedent that comprise (i) the approval of the Restructuring Plan with the requisite majorities established by the LGSC; (ii) the approval of the environmental regulation in terms essentially similar to those used in the definition of the Project Legal Reform in this Plan; (iii) the execution of Facility agreements for US$ 200 million by Glencore and Renco as per Section 4.1.4 of this Plan and (iv) the restart of the CMLO operations. Glencore has agreed to supply a significant portion of the total ore concentrates required by the CMLO and grant DRP Qualified Payment Terms as indicated in the preceding paragraph and according to its own conditions. On the other hand, the total production of Cobriza will be processed at the CMLO, and the balance of mineral concentrates required will be supplied by other suppliers, as reflected in letters that contain the commercial terms agreed by the parties that ensure the

Product Unit 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

Copper US$cts/Lb 322 324 307 297 318 318 318 318 318 318 318 Copper US$/Mt 7,106 7,142 6,778 6,557 7,005 7,005 7,005 7,005 7,005 7,005 7,005 Lead US$cts/Lb 85 92 94 96 118 118 118 118 118 118 118 Lead US$/Mt 1,872 2,020 2,064 2,106 2,597 2,597 2,597 2,597 2,597 2,597 2,597 Zinc US$cts/Lb 81 88 97 107 134 134 134 134 134 134 134 Zinc US$/Mt 1,775 1,936 2,138 2,353 2,946 2,946 2,946 2,946 2,946 2,946 2,946 Silver US$/Oz 30.5 31.5 23.6 20.9 20.9 20.9 20.9 20.9 20.9 20.9 20.9 Gold US$/Oz 1,552 1,588 1,480 1,204 1,333 1,333 1,333 1,333 1,333 1,333 1,333

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supply of concentrates in qualities and volumes that represent the percentages sufficient for the operations during the years 2012 and 2013. These same agreements include commitments from the parties to negotiate similar volumes and qualities for the following years. DRP has submitted all this information in detail to Apoyo Consultoría S.A., who has verified the corresponding documentation with all the detail of volumes, qualities and commercial terms, all of which have been considered in the financial model that supports the DRP Restructuring Plan. Section 6 of this Plan, “Guarantee Structure”, contains additonal detail on the collateral package offered to all suppliers who grant DRP Qualified Payment Terms.

4.1.6 Sale of Concentrates from the Cobriza Mine

Cobriza shall supply 100% of the concentrates it produces to CMLO.

4.1.7 Capital Investments - Capex

In addition to the environmental investments, DRP has considered making investments in additional projects for operating and environmental upgrading. Amount and schedule of Capex investments can be found in the cash flow projections presented in Exhibit 1 which will also show the large components of cash needs

4.1.8 The Project

The completion of the Project will take approximately 24 months from the month of restart plus a commissioning period of 6 months as long as the cash flow of DRP can support it, with an estimated investment of US$183MM.. The purpose of the Project Legal Reform is to regulate the extension of the period which will be established and is required for the completion of the Project.

4.1.9 Labor Force

DRP will continue paying 70% of the base salaries to CMLO workers until the restart of operations. The “Acta de Acuerdo en Reunión Extraproceso” dated December 20, 2011, which is attached and is part of the Restructuring Plan, includes the agreements reached with the labor unions. The labor force will be maintained to ensure a successful restart of and ongoing operations at the CMLO during the term covered under the Restructuring Plan. DRP will comply with the agreements reached with its labor force in connection with the payment of the benefits agreed to with the labor force.

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4.2 Financial Forecast The Plan developed by Management and the Facilities to be provided by Renco and Glencore was structured to ensure that the Company will have adequate funding to meet the significant cash requirements, including:

Environmental obligations of DRP Working capital increase Payment of creditors in bankruptcy Payment of CapEx (sustaining and environmental) Interest and taxes

Exhibit 1 shows detailed Cash Flow Projections for DRP, as well as its Balance Sheet Projections.

4.3 Supervision and Compliance Unit The Creditors meeting decided on January 18, 2012 the following regarding the administration regime for DRP:

The current management of DRP, will continue in its positions with its current executive functions. This means that all DRP officers will continue holding their positions and keep their legal and representation authority as provided in the bylaws and powers of attorney. Likewise, the decision of removing or appointing future officers of DRP will be made in accordance with the Bankruptcy Law. DRP will be liable to the Creditors Meeting as provided in the Bankruptcy Law.

The Supervision and Compliance Unit (The Unit) will be a part of the DRP Organization during the restructuring process and will monitor and report on the operational, financial and environmental aspects of DRP and participate in verifying, during preparation of the Restructuring Plan, of DRP compliance with the premises that will serve as a basis for any aspect of the proposed Plan. The Unit will mainly verify that the resumption of operations of the CMLO is conditional to strict compliance with the environmental regulations, and incorporate the concept of sustainable development into the Restructuring Plan. The functions of the Supervision and Compliance Unit will be entrusted to the firm Apoyo Consultoría S.A. (hereinafter referred to as “The Unit”).

The Unit shall have no authority to act on behalf of DRP. The commercial

and operational management of DRP shall not be subject to observation by The Unit. For such purposes, the following shall be deemed to be commercial and operational management:

(i) the terms and conditions of concentrate supply;

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(ii) the decisions on concentrate supply; (iii) the sale of refined metals; (iv) the operation of Cobriza and the CMLO.

In connection with the information provided in this section, DRP shall provide,

at the request of the Unit, the non-confidential information required for performance of the duties of the Unit. Additionally, DRP is under the obligating to provide the information required on revenues of the Company.

The submission of reports and gathering of information by the Unit shall be

conducted so as not to interfere with management of DRP. The Unit shall have full access, subject to the restrictions in the foregoing paragraph, to all facilities, offices and operating areas and is authorized to use external technical supports to verify the information provided by DRP provided the expense is reasonable.

All costs incurred in performance of the duties of the Unit shall be borne by DRP. In turn, the Unit shall be under the obligation to enter a confidentiality agreement whereby, any information to which it may have access, other than the reports to be submitted to the Creditor Meeting, shall be accorded confidential treatment.

From the approval of the Restructuring Plan, the Unit shall be responsible for monitoring and reporting on:

(i) revenues, costs and profit; cash flows and balance sheets; (ii) funding provisions; (iii) working capital; (iv) compliance with the Restructuring Plan budgets; (v) compliance with creditor payment schedules; (vi) compliance with Peruvian accounting standards and consistency of

accounting records; (vii) labor agreements involving disbursements for DRP.

Likewise, in connection with environmental aspects, the Unit shall be

responsible for monitoring and reporting on: (i) environmental commitments of DRP and the contracts and

agreements entered to establish a baseline (ii) the budget to meet environmental commitments; (iii) environmental project and investment expenses; (iv) progress of the environmental projects; (v) requirements of the environmental projects vis-à-vis competent

authorities (MEM / OSINERGMIN).

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DRP and Apoyo Consultoría S.A. have entered into a serivces provision agreement, pursuant to which, after the approval of this Plan, Apoyo Consultoría S.A. shall make the monitoring and submit reports to the Creditors Meeting about the following aspects:

(i) Financial Aspects: . Revenues, costs and profit of DRP . Cash flows and balance sheets; . Funding provisions and the use of funding . Working capital . Compliance with the Restructuring Plan budgets . Compliance with creditor payment schedules . Compliance with Peruvian accounting standards and consistency of

accounting records . Labor agreements involving disbursements for DRP.

(ii) Environmental Aspects:

. Environmental commitments of DRP and the contracts and agreements entered to establish a baseline.

. The budget to meet environmental commitments;

. Environmental projects and investment expenses;

. Progress of the environmental projects;

. Requirements of the environmental projects vis-à-vis competent authorities (MEM / OSINERGMIN).

(iii) Excluded Aspects: the commercial and operational efforts of DRP shall not

be subject of observation by Apoyo Consultoría S.A., hence the access of Apoyo Consultoría S.A. to that information shall be limited to the non confidential information needed to comply with the duties of the Supervision and Compliance Unit. The commercial and operational aspects not subject to observation are: . The terms and conditions of the concentrate supply; . The decisions about the provision of concentrate; . The sale of refined metals . The operation of Cobriza Mine and the CMLO

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5. DEBT RESTRUCTURING The Restructuring Plan proposed by DRP is a comprehensive proposal, sustainable over time, which integrates the operations of the CMLO and the Cobriza Mine and preserves all of its labor force. This Restructuring Plan complies with the LGSC and its amendments.

5.1. General Principles

The Bankruptcy Debt of DRP as of the Cut-off Date is estimated at US$440.8 million, S/. 205.4 million, CA$0.3 million, and € 1.1 million; which debt consists of the items in Exhibit 2. The Bankruptcy Debt is determined based on the accounting records of DRP and the Claim recognitions made by the Commission. To reiterate, the Restructuring Plan as provided ensures that 100% of the pre-bankruptcy debts will be paid, with all interest accrued with those claims paid after the principal amounts are paid back.

5.2. Advantages of the Plan and of Resuming Operations of the CMLO This Plan:

Provides a solution that ensures the long-term viability of the CMLO which will ensure the social and economic continuity of La Oroya and the Central Region of Peru.

Provides for the control of the Company’s operations by parties with no conflict of interest to ensure competitive commercial conditions on the purchase of concentrates, and a fair and equitable treatment of all stakeholders in the business.

Provides an alternative for Peruvian mining to export value-added products instead of concentrates, which are currently being exported due to shut-off of the CMLO. Losses to the sector from not exporting value added products are estimated at approximately US$500 million a year.

Takes advantage of the technology of the CMLO, which allows treating polymetallic concentrates and recovering strategic metals that are currently exported at no added value (for instance, indium used in LCD screens).

Maintains 100% of the specialized and highly qualified labor force. Continued operation of the CMLO ensures a favorable market for the Central

Region mines. Exploits the high synergy between the CMLO and the Cobriza Mine as an

integrated business which is better protected from market fluctuations. Furnishes high-quality guarantees to funding and concentrate suppliers. Generates higher tax revenues for the central and regional government as a

result of the production of high value added metals. Is based on a long-term agreement between Renco and Glencore to provide

DRP with both financial resources and concentrate supply, according to the provisions of this Plan.

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Reflects the Related Party’s willingness to delay the collection of its claims until claims of Classes 1, 2 and 3 are totally paid and the Project is completed, provided that the Plan is approved.

5.3. Debt Classification

The diverse nature and origin of the Claims under the Plan require the classification of such Claims prioritizing the distribution of cash flows generated by DRP under the Plan. The classification criteria used to group the Creditors under this Plan are associated with the principle of fair treatment to be afforded to such Creditors, and to the principle of non-discrimination between Creditors of the same kind. The classification of the Claims and/or Creditors is based on criteria such as: (i) the nature of the Claims which require a specific legal treatment (as is the case with labor- and tax-related Claims); (ii) the need to complete the works required for the Project and the involvement of certain Creditors for such purpose; (iii) the existence of ore concentrate suppliers whose supply will be necessary to restart operations; and (iv) the willingness of the related Creditor to delay the collection of its claims until the claims of Classes 1, 2 and 3 are totally paid and the Project completed. It should be noted that classification of Creditors is not necessarily made on the basis of only one of the above criteria, but rather on a combination of all or some of them, following the rule of affording a fair treatment in the distribution of the resources available to pay the Bankruptcy Debt and, at the same time, responding to the actual payment capabilities of DRP. Accordingly, based on the criteria set forth above, Creditors have been grouped as follows:

5.3.1. Class 1: Labor Claims Claims that, in accordance with Legislative Decree Nº 856, have a labor origin. This Class includes Claims held by DRP workers and former workers including those that originate from agreements with the labor force, whether or not their Claim has been approved by the Commission. This Class also includes Claims held by AFPs. These Claims are detailed in Exhibit 3. Labor Claims are grouped in this Class based on the preferential and privileged treatment accorded to them by the LGSC, which provides for short-term payment under reasonably favorable conditions.

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5.3.2. Class 2: PAMA Suppliers Includes Claims from suppliers of services or equipment for the activities which are necessary to complete the Project and who have not been paid their corresponding payment milestones. This class also includes certain non-concentrate suppliers that are not included in any of the other classes. These Claims are detailed in Exhibit 4.

5.3.3. Class 3: Concentrate Suppliers Claims held by commercial suppliers of mineral concentrates. These Claims are detailed in Exhibit 5.

5.3.4. Class 4: Ministry of Energy and Mines -MINEM Claims owned by the Ministry of Energy and Mines, derived and/or related to the work related to the conclusion of the Project. As of the date of the approval of the Plan, the Claims comprised in the Class were recognized by resolution 1743-2011/SCI – INDECOPI dated November 18, 2011. A further claim by MEM for interest and certain letters of credit for an aggregate amount of US$95'979,386.00, is still pending at INDECOPI. The Claims as recognized by Resolution 1743-2011/SCI – INDECOPI are, as of the date of the approval of this Plan, legally questioned as a result of the action interposed in administrative court against said resolution. The matter is being heard at the Superior Court of Lima under the Docket # 00368-2012-0-JR-CA-04. As of the date of the submission of this Plan this demand has been admitted. Other claims that will be added to this Class include (i) in the case that MINEM demands recognition of additional claims or any addition in the amount of current claims, and (ii) claims related to the activities required to complete the Project. These Claims are detailed in Exhibit 6.

5.3.5. General Class This Class comprises the following claims:

(i) Claims arising from unpaid taxes, whether from the central government or from local governments, as well as Social Security Contributions required by law to be made to public entities.

(ii) Claims due to entities related to DRP (including Claims of any nature owed to affiliates of DRP).

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(iii) Claims due to entities of the Peruvian government that are not considered tax debts, arising mainly from administrative proceedings whereby a fine was imposed on DRP.

These Claims are detailed in Exhibit 7

5.4 Bankruptcy Debt Refinancing Structure As indicated, the Plan requires refinancing of the Bankruptcy Debt in reasonable terms and based on DRP’s actual payment capabilities, so as to allow DRP to fulfill its obligations without affecting the development of its production activities and allowing the completion of the Project and the CAPEX investments. Without prejudice to the classification of the Creditors, payments to be made by DRP shall be applied first to principal and then to interest, as provided in Article 42.2 of the LGSC. The Payment Schedule comprises the Bankruptcy Debt in full, which shall be extinguished as provided in the Plan and in Article 69 of the LGSC.

5.5 Bankruptcy Debt Payment Conditions

5.5.1 General Claims shall be afforded the following overall treatment, without prejudice to the provisions for each particular Class contained in this Plan: a. During the Unenforceability Period, the Interest Rate corresponding to each

Class shall be applied to the Bankruptcy Debt of that Class, when so required by the Plan.

b. Interest shall be computed off of the outstanding balance of the claim, taking

into account either the calendar days lapsed between the Cut-off Date and the first payment of principal or the calendar days that lapse between two Principal Payment Dates. Interest shall accrue (but not be capitalized), until it is paid on the dates set in the Payment Schedule, which provides that interest will be paid after the principal of all Claims in its respective Class are paid.

c. The Claims will be repaid or extinguished under the terms set forth in this Plan, this document being enforceable against all Bankruptcy Debt holders, as provided in the LGSC, whether or not such holders have attended the Creditors Meeting, whether or not their Claims have been approved, and whether they have voted in favor of, against, or refrained from voting on the approval of the Plan. Claims deemed contingent and those unknown of on the Cut-off Date are likewise dealt with in the scope of this Plan.

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d. Payments made by DRP to each Creditor shall be applied to the payment of the Claims of each Creditor as provided in Article 1259 of the Civil Code.

e. In application of Article 69.3 of the LGSC, payments made by DRP on a specific Payment Date shall be applied to first the Claims approved by the Commission in a manner pro rata to their share in the total claims approved in the respective Class. The foregoing shall not apply for Labor Claims, as payment thereof shall be made as provided in Article 66.4 of the LGSC.

f. DRP is obligated to make the payments established in the Payment Schedule established in Exhibit 8 to Exhibit 12 of this Plan. Without prejudice to this obligation, DRP will also be obligated to make prepayments of the Bankruptcy claims for all Debt Classes so long as in a given Fiscal Year there is Adjusted Excess Cash according to what is stipulated in the current Plan (the formula for the determination of the existence of Adjusted Excess Cash is found in the definition detailed in the Definition Section of this Plan). For avoidance of doubt, claims in Class 5 will be paid only upon payment in full of the Bankruptcy Debt comprised in Classes 1, 2, and 3, as well as the completion of the Project. Also for the avoidance of doubt, claims in Class 4 will only be paid, as set forth in Section 5.5.5. of this Plan, in case DRP fails to complete the Project in accordance with the applicable laws. The determination of the existence of Adjusted Excess Cash and its application to prepayments will be accomplished as per what is being defined in the next paragraphs:

(i) Within the first three months of each year, the Creditors Assembly

shall approve the Financial Statements of DRP. At the same time, the Creditors Assembly shall determine the existence or not of Adjusted Excess Cash in the immediately preceding Fiscal Year.

(ii) In case there is a determination of the existence of Adjusted Excess Cash in the immediately preceding Fiscal Year, then DRP shall make a prepayment of the Bankruptcy debt based on the following proportions:

a. For amounts in Adjusted Excess Cash up to US$25 million, DRP

shall devote 25% (twenty five percent) of the amount to the prepayment.

b. For amounts in Excess beyond US$25 million, DRP shall devote

50% (fifty percent) of the amount to the prepayment in addition to what is being provided in (a) above.

c. The amount of the prepayment shall not exceed US$17.5 million

in any given year. (iii) In case the existence of the obligation of DRP to make prepayments

is determined, these prepayments should be made to the Creditors in

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the next Payment Date immediately following the date of determination of the existence of the Adjusted Excess Cash pursuant to the Payment Schedules contained in Exhibits 10 and 12, as applicable.

(iv) The prepayment shall be distributed among the Creditors that are

beneficiaries of the installment that is scheduled to be paid in the Payment Date immediately following the date of determination of the existence of the Adjusted Excess Cash (subject to the provisions of numeral (iii) above) on a pro-rata basis of their percentage in the corresponding installment, up to the amount of the debt balance (net of the installment that remains to be paid based on the Payment Schedule on the Payment Date immediately following the date of determination of the existence of the Adjusted Excess Cash) corresponding to each of the beneficiaries. The prepayments shall be applied to the last installment of the principal amount of the claims due to each one of the Creditors that receives a prepayment and in case there is no principal amount due, then the prepayment shall be applied to the last interest installment.

(v) Only in the case that DRP had already made prepayments, then DRP

will be able to defer the payment of one or more installments stipulated in the Payment Schedule of any of the Debt Classes that has already received prepayments , as it corresponds, up to an amount equivalent to 50% of the accumulated total amount of the prepayments already made to that specific Class , so long as in that specific Payment Date DRP does not have the necessary financial resources to make the payment of the respective installment of the Payment Schedule. For the avoidance of doubt, the capability of DRP to defer the payment of one or more installments of the Payment Schedule will have a cancelling effect. In other words, in the case that DRP exercises its right to this deferment, then the amount of the deferment shall be deducted from the 50% of the accumulated total amount of the prepayments that DRP can use in the future to defer any new installment payments from the Payment Schedule, in case this is necessary, from the Class that has received prepayments. In case that as indicated, DRP defers the payment of a specific Installment amount, that amount will be incorporated to the Payment Schedule as an additional installment amount following the installment amounts owed (net of prepayments) already included in the Payment Schedule as it corresponds ( to either principal or interest)

(vi) In case that DRP chooses to defer the payment of any installment

amount from the Payment Schedule as allowed in the preceding paragraph, then the Creditor Assembly has the right to ask DRP management to explain the reasonableness of the circumstances that

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gave rise to the deferral of a specific installment. For these effects, the lack of cash balances in an amount that it enables the payment of the deferred installment shall be considered as a reasonable circumstance. In case the reasons argued by management are not considered as a reasonable circumstance by the Creditor Assembly, then the Creditor Assembly can ask the Supervision and Compliance Unit for an opinion regarding the reasonable causes by management to defer the payment for a specific installment. Only in the case the Supervision and Compliance Unit renders an opinion that the reasons by management for the deferment of a specific installment are not reasonable, then the Creditor Assembly can order that in the following payment Date, DRP shall comply with the payment of the corresponding installment amount plus the deferred amount.

g. Claims may be settled by Management within sixty (60) calendar days from

the Approval Date, considering for instance any reductions as may have been made due to the return of goods and/or equipment, penalty reductions and/or similar, determining the exact amount thereof as of the Approval Date. Such Claims as have not been formally approved by a resolution of the Commission or by a resolution still not final and binding may also be settled between the parties.

h. The amount of Claims of the Tax Authority on which, as of the Approval Date,

a final recognition resolution has not been issued because the pertaining resolution of the Commission has been appealed and issuing of the final recognition resolution is pending, as well as AFP Claims on which the Commission has not formally issued a Claims Recognition Resolution or on which no final and binding resolution has been issued may also be settled between the parties.

i. Claims shall be paid at the registered office of DRP, as provided in Article

1238 of the Civil Code, and/or by wire transfers made directly from DRP accounts and/or by charges to the account of DRP. For Class 4 Claims, payments in cash shall be made at the Taxpayer Services Center – SUNAT using the form provided for such purpose. As of the Approval Date, the registered office of DRP is the one indicated in Section 2. (“Company Information”).

j. As provided in Article 69.1 of the LGSC, the priority rank is not applicable in

restructuring processes, other than provisions relative to the annual repayment rates for Labor Claims and the treatment to be accorded to Tax Claims.

k. In the case of hidden liabilities the existence of which is unknown to DRP,

they shall be paid only if they gain standing as Credits through a final and binding decision. They shall be paid on a quarterly basis after the discharge

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in full of all the Claims in the Classes set in this Restructuring Plan and thereafter in no more than 3 years.

l. In the Payment Schedules, Claims are expressed in Dollars at the exchange

rate applicable on the Cut-off Date, solely to facilitate forecasting thereof. It should be noted that payments to be made by DRP under the Restructuring Plan shall be made in the currency of origin of the Claim.

m. Except as otherwise provided herein in connection with treatment of the

Claims under this Plan, the provisions in the LGSC shall preferably apply, especially the provisions in Title IV of such Law and, in general, the applicable laws of the Republic of Peru.

5.5.2 Class 1 Payment Schedule:

Claims of this Class will be paid on each Payment Date in accordance with the Payment Schedule in Exhibit 8 of the Plan. Interests for Claims in Class 1 shall be calculated applying a 1.5% Interest Rate on the outstanding balance of each Claim. Interest on the Bankruptcy Debt comprised in Class 1 shall be paid after payment of the Bankruptcy Debt of this class in four quarterly interest payments. For reference purposes only, and as a forecast, the Payment Schedule for Claims in this Class 1 are expressed in Dollars. It is expressly stated that this Restructuring Plan fully complies with Article 66.4 of the LGSC, which provides that at least 30% of the funds or resources applied to payment of Claims over the year must be assigned in equal parts to paying Claims of first rank in payment priority under Article 42. The determination of payment in equal part implies that the collection right of each labor Creditor is determined based on the total number of labor Creditors included in Class 1.

5.5.3 Class 2 Payment Schedule: Claims of this Class will be paid on each Payment Date in accordance with the Payment Schedule in Exhibit 9 of the Plan. Interests for Claims in Class 2 shall be calculated applying a Libor 3 months + 4% Interest Rate on the outstanding balance of each Claim. The calculation of interest will conform to the methodology described in paragraph b under point 5.5.1. Interest on the Bankruptcy Debt comprised in Class 2 shall be paid only after payment of this Class of Bankruptcy Debt in accordance with its Payment Schedule.

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5.5.4 Class 3 Payment Schedule: Claims of this Class will be paid on each Payment Date in accordance with the Payment Schedule in Exhibit 10 of the Plan. Interests for Claims in Class 3 shall be calculated applying a Libor 3 months + 4% Interest Rate on the outstanding balance of each Claim. The calculation of interest will conform to the methodology described in paragraph b under point 5.5.1. Interest on the Bankruptcy Debt comprised in Class 3 shall be paid only after payment of this Class of Bankruptcy Debt in accordance with its Payment Schedule

5.5.5 Class 4 Payment Schedule: Claims of this Class will be extinguished through the application of the amounts disbursed by DRP in order to fulfill the execution of the activities related to the Project. For the absence of doubt, the obligation for DRP to extinguish the claims in this Class is limited to the execution of the totality of the activities related to the completion of the Project. This extinguishment will occur upon the execution of all activities required for the completion of the Project. If there is any difference between the total of claims in this class and the amounts disbursed by DRP in order to fulfill the execution of the activities related to the Project, this difference will be totally extinguished. This means that with the execution of the totality of the activities required for the completion of the Project, the totality of claims in this class will be extinguished. If DRP fails to complete the Project pursuant to the terms of the above bill, that portion of the MINEM claim needed by MINEM to complete the last Project shall be paid to MINEM pursuant to the reorganization plan approved by the creditors meeting (that is, after Classes 1, 2, and 3) and such monies paid to MINEM shall be used by MINEM to fund the completion of the Project. Once the activities required for the completion of the Project is executed, the totality of the claims in this class will be extinguished. Only for presentation purposes and with the understanding that the completion of the totality of the activities required for the completion of the Project will not require any payment to the MINEM, notwithstanding what has been stipulated in the above paragraph, the claims in Class 4 are being incorporated in the Payment Schedule in the similar fashion as what corresponds to those of Class 5. The MINEM, at the same time, declares and guarantees that it counts with the attributions and authorizations necessary for it to assume the obligations formerly described. Claims in Class 4 shall not accrue interest.

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5.5.6 Class 5 Payment Schedule: Claims of this Class will be paid on each Payment Date in accordance with the Payment Schedule in Exhibit 12 of the Plan. Claims in Class 5 will be paid only upon payment in full of the Bankruptcy Debt comprised in Classes 1, 2, and 3, as well as the completion of the Project. Only as long as the Restructuring Plan is in force and effect: (i) the claims in Class 5 shall not accrue interest and (ii) the entities related to DRP shall be willing to delay the collection of their claims until Classes 1, 2, and 3 are paid out. In the event of (i) termination of this Plan, (ii) a change in the provisions applicable to DRP, or (iii) amendment to the Plan, then claims in Class 5 shall be paid in all aspects in the same terms as Class 3. The Payment Schedule for Tax Claims has been set taking the provisions in Article 48.3 of the LGSC into consideration. This Article provides that tax-related Claims shall be subject to the same conditions applicable to most claims included in the priority rank containing the largest number of approved Claims. In this case, the fifth priority rank contains the largest number of approved Claims, being them included in the Classes 4 and 5, that have the same payment schedule. Furthermore, this Plan fulfills the provisions in subparagraphs b and c of Article 48.3, whereby the default interest rate resulting from rescheduling the tax Claims shall be the rate approved by the Meeting for most Creditors included in the priority rank with the largest number of approved Claims, and the term for rescheduling of the Claims may not exceed the term approved for the majority of Creditors included in the priority rank containing the largest number of approved Claims.

5.6 Provisioning Structure As set forth in Article 66.3 of the LGSC, the Payment Schedule of the above-detailed Claims contains a provisioning scheme for contingent claims. It is expressly agreed that contingent claims will be paid only insofar as they are determined as certain and enforceable by a final and binding decision of the corresponding competent authority. Only if determined as certain and enforceable by a final and binding decision, such claims will be incorporated to their respective Class, in accordance with the guidelines set forth in this Plan, to be accorded the treatment set in the respective Payment Schedule. This means that said claims shall be paid mandatorily by DRP as established above. Those claims determined as provided in the paragraph before the foregoing will accrue interest if the Class into which they are incorporated are paid interest.

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5.7 Assignment of Claims It is expressly understood that Creditors may freely assign their Claims which are a part of the Bankruptcy Debt, whether or not they choose to do so in centralized trading mechanisms, as applicable. In all cases, assignors shall deliver all the documentation related to the Restructuring Plan to the assignees. For purposes of classification of the Claims in the aforementioned Classes, Claims acquired by the assignees will continue in their original Class when the assignor was the holder, and irrevocably submit to any and all terms, conditions and other limitations attached to such Class. Furthermore, and as provided in Article 141.2 of the LGSC, Creditors who are holders of acknowledged Claims shall advise the Commission of any change of holder of such Claims.

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6. Guarantee Structure For purposes of securing the credit facilities and the supply of concentrates referred to in subclauses 4.1.4 y 4.1.5, DRP shall furnish the guarantees detailed below. It should be noted that current holders of liens which may apply to one or more of the assets covered by the guarantee structure described below, shall retain their rights consistent with their respective original lien registration. To be clear, voting to adopt this Plan will not modify rights under a foreclosure process. With the adoption of this Plan and subject to the Conditions Precedent set out in section 9.1.b, the Creditors Committee expressly approves and authorizes the constitution of the following guarantees:

6.1. Guarantees

6.1.1. For Glencore: Cobriza Mine: First priority lien on assets, rights and concessions to secure

the US$135MM Facility. Note that the Cobriza 1st lien will not apply to the Glencore concentrate account payable exposure.

6.1.2. For Concentrate Suppliers Who Grant DRP Qualified Payment

Terms

Cobriza Mine: Second priority lien on assets, rights and concessions to secure the Current Claims of Concentrate Suppliers who grant DRP the Qualified Payment Terms until the completion of the Project. It is expressly agreed that insofar as Glencore also qualifies as a Concentrate Supplier, it will be a prorata beneficiary of this guarantee.

CMLO: In addition to the second priority lien on assets, rights, and concessions of the Cobriza Mine, for those Concentrate Suppliers who grant DRP the Qualified Payment Terms, a first priority lien, shared on a pro rata basis, will be granted on the inventories (mineral concentrate, work-in-process, and final goods) and commercial accounts receivable of CMLO (except for those amounts that will be channeled through the trust fund set up pursuant to article 7 of Supreme Decree 046-2004-EM or through other trust funds under similar terms) until the completion of the Project. It is expressly agreed that insofar as Glencore also qualifies as a Concentrate Supplier while granting DRP Qualified Payment Terms, it will be a prorata beneficiary of this guarantee. In the case of Glencore, this 1st priority lien remains in effect until the repayment of the Glencore Facility.

6.1.3. For Renco

Cobriza Mine: Third priority lien on assets, rights and concessions to secure the US$65MM Facility, and for potential future additional facilities until the completion of the Project. After the completion of the Project. After the

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completion of the Project, a second priority lien will be granted until repayment of the Glencore Facility at which time it becomes a first priority lien.

CMLO: Second priority lien on inventories (mineral concentrate, work-in-

process, and final goods) and commercial accounts receivable (except for those amounts that will be channeled through the trust fund set up pursuant to article 7 of Supreme Decree 046-2004-EM or through other trust funds under similar terms) to secure the US$65MM Facility and potential future additional facilities until for the completion of the Project or until repayment of the Glencore Facility, whichever is occurs later, and thereafter on a first priority lien.

CMLO: Second priority lien on property, plant and equipment of the CMLO

to secure the US$65MM Facility and for future additional facilities, until the completion of the Project, and a first priority lien on said assets after the completion of the Project. 6.1.4. For the Peruvian government: To guarantee the completion of the Project, a 1st priority lien of up to $250 illion on the property, plant, and equipment of CMLO will be granted until the completion of the Project. Furthermore, the execution of the Project will be channeled only and exclusively through the trust fund set up pursuant to article 7 of Supreme Decree 046-2004-EM or through other trust funds under similar terms.

6.2. Guarantee Structure To implement the Guarantees referred to in sub-clause 6.1, DRP shall furnish the following Guarantees:

6.2.1. Cobriza Mine Security Trust: Assets, Rights and Concessions:

First priority lien in favor of Glencore, to secure performance of the obligations arising from the Glencore Facility (US$135MM).

Second priority lien for Concentrate Suppliers who grant DRP the Qualified Payment Terms: This guarantee will be for up to the aggregate value of concentrates supplied and pro rata to the amounts due on this account to each Supplier and extends until completion of the Project. Additionally, this guarantee shall be up to the whole amount of the concentrate supply and proportional to what is owed for that matter to each Concentrate Provider.

Lastly, a third priority lien in favor of Renco will be granted to secure performance of the obligations arising from the Renco Facility (US$65MM), and for potential future additional financing facilities. This third priority lien will extend until

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completion of the Project at which time it becomes a second priority lien until repayment of the Glencore Facility at which time it becomes a first priority lien.

6.2.2. CMLO Inventory and Accounts Receivable Security Trust:

First priority lien on CMLO inventories (mineral concentrate, work-in-process, and final goods) and commercial accounts receivable (except for those amounts that will be channeled through the trust fund set up pursuant to article 7 of Supreme Decree 046-2004-EM or through other trust funds under similar terms) will be granted to Concentrate Suppliers who grant DRP the Qualified Payment Terms. This guarantee extends until completion of the Project. This guarantee will be for up to the aggregate value of concentrates supplied, and pro-rata to the amounts due on this account to each Concentrate Supplier for the supply made in the aforementioned conditions. In the case of Glencore, this first priority guarantee will remain in effect until the repayment of Glencore’s Facility. For the avoidance of doubt, Concentrate Suppliers who grant DRP Qualified Payment Terms will also be granted a second priority lien on Cobriza assets, rights and concessions.

Additionally, a second priority lien will be granted to Renco to secure performance of the obligations arising from the Renco Facility (US$65MM) and for potential future additional financing facilities. This second priority lien will extend until the completion of the Project or until repayment of the Glencore Facility, whichever occurs later, and thereafter will become a first priority lien.

6.2.3. CMLO Property, Plant and Equipment Guarantee:

To guarantee the completion of the Project, a 1st priority lien of up to $250 million on the property, plant, and equipment of CMLO will be granted until the completion of the Project. A second priority lien on property, plant and equipment of CMLO will be granted to Renco to secure performance of the obligations arising from the Renco Facility (US$65 million) and for potential future additional financing facilities, until the completion of the Project and will become a first priority lien over said assets after the completion of the Project.

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CMLO CobrizaEstimated Value ~$500MM ~$70MM ~$250MM ~$630MM

PP&E A/R Inventory

1st Priority Government(up to $250m)(1)

Concentrate Suppliers with Qualified Payment Terms;

Includes Glencore prorata(3)

Concentrate Suppliers with Qualified Payment Terms;

Includes Glencore prorata(3)

Glencore Credit Facility

2nd Priority Renco Credit Facility(2)

Renco Credit Facility(4)

Renco Credit Facility(4)

Concentrate Suppliers with Qualified Payment Terms;

Includes Glencore prorata(1)

3rd Priority Renco Credit Facility(5)

(1) Lien granted until the completion of the Project(2) 2nd priority lien granted until completion of the Project, and thereafter becomes a first priority lien(3) Lien granted until completion of the Project, except for Glencore where the lien remains in effect until repayment of its CreditFacility(4) 2nd priority lien granted until completion of the Project or until repayment of the Glencore loan facility, whichever occurs later, and thereafter becomes a first priority lien(5) 3rd priority lien granted until completion of the Project, and thereafter becomes a second priority lien, until repayment of the Glencore facility at which time it becomes a first priority lien

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7. Representations and Warranties

(i). DRP is a company duly organized in the Republic of Peru and is duly authorized to conduct its activities or is in the process of applying for the permits known to be needed to conduct its activities. Furthermore, DRP has good and valid documented title to its assets.

(ii). Execution and performance of this Restructuring Plan and the respective documents shall not unlawfully violate the internal regulations of DRP or its existing agreements with third parties.

(iii). This Plan and the documents attached hereto are legal, valid, binding and enforceable.

(iv). The funding to be granted in accordance with this Restructuring Plan shall be applied solely for the purposes specified herein and in the other Facility documents.

(v). The funding to be granted under this Plan is a Current Credit, so it shall not be subordinated to the Bankruptcy Debt or to any other obligation of DRP contained in this Restructuring Plan or to any other obligation to be incurred after approval and implementation hereof.

(vi). DRP has not furnished any guarantees or endorsement, whether on its own behalf of or third parties, other than those duly communicated to the Creditors or as required under this Restructuring Plan or for the conclusion of the Project.

(vii). While the Project remains to be completed, DRP shall make no payments or remittances to any related or associated entities, other than payments for:

a. The credit facilities granted as provided in this Plan; and

b. The supply of mineral concentrates for operation of the CMLO.

(viii). While payments of Class 1, 2, 3 Claims remain to be made, DRP shall not distribute dividends to its shareholders.

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8. Events of Default

Failure by DRP to pay the Bankruptcy Debt in accordance with the terms and conditions of this Restructuring Plan shall be deemed an Event of Default.

In the occurrence of an Event of Default, whether deliberate or not deliberate, the Creditors Meeting shall grant DRP a period to cure such default, which is not to exceed thirty (30) calendar days from the occurrence of the event. In case the Event of Default is not cured within the required time, the Creditors Meeting may directly elect one or more of the following alternatives:

a. Declare all debts due and enforce immediate payment of its Claims, as provided in the LGSC for processes of company dissolution and winding-up.

b. Approve such amendments to the terms of this Restructuring Plan as may be necessary.

c. Decide to change the fate of DRP.

d. Take any other measures actions to safeguard the interest of the creditors.

In the event of a default the Cobriza Mine Security Trust and the CMLO Inventory and Accounts Receivable Security Trust have been established and will be run for the benefit of the lien holders

Notwithstanding the foregoing, should failure to perform the obligations of DRP be due to an act of God, a determinant act by a third party or a force majeure event (including, but not limited to labor strikes, plant stoppages, or community conflicts) duly established and evaluated by the Creditors Meeting, DRP and its creditors will negotiate in good faith and will make their best efforts to reach an agreement for the amendment of this Restructuring Plan in a manner that would ensure the long-term viability of DRP.

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9. Final Considerations 9.1. Conditions Precedent

The conditions precedent stipulated for the implementation of the current Plan require that in the maximum period of thirty (30) calendar days from the approval of the current Plan, the following events shall occur:

a. The Project Legal Reform (as is being defined in the current Plan) shall become effective, including its regulation. The regulation shall specify the implementation of the Legal Reform, without contradicting or contravening the bill that is being approved.

b. The approval by the Creditors Assembly of (i) the Facility agreements described in Section 4.1.4. of this Plan and (ii) the guarantee agreements referred to in Sections 6.1.1., 6.1.2, and 6.1.3. of this Plan.

Should the conditions precedent not be fulfilled within the term set in the first paragraph of this Section, then this Plan will become ineffective and therefore (i) Creditors Assembly will be entitled to resolve on the matters referred to in Section 50.4 of the Bankruptcy Law; and, (ii) the Commission will be entitled act pursuant to Section 67.4 of the Bankruptcy Law.

9.2. Enabling Assumption for the implementation of the Plan

In addition to the conditions precedent referred to in Section 9.1 above, the Management considers that the following event constitutes an enabling assumption for the implementation of the Plan and, in consequence, said assumption must be fulfilled in the terms indicated in each case. The above mentioned enabling assumption for the implementation of the Plan has been taken into account for the purposes of establishing the financial and operative assumptions of the Plan. The enabling assumption consists of:

a. Within a maximum term of thirty (30) calendar days counted from the

date of approval of the Plan, the appropriate provisions –that will have the corresponding legal status- will enter into force, establishing that the applicable maximum permissible levels or the environmental quality standards applicable to DRP shall be those defined by Ministerial Resolution No. 257-2006-MEM/DM, as set forth in Exhibit 16 of this Plan, except that during the execution of the Project, DRP shall comply with all the applicable maximum permissible levels or

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the environmental quality standards, other than (i) the air quality standard for lead as an annual average and (ii) the maximum permissible level of emissions and air quality standards for SO2, in which case DRP shall comply with the average environmental conditions achieved by the CMLO and reported to the MINEM during the period of December 2008 to February 2009.

b. During the term of 30 months to conclude the Project, the Peruvian

Government will establish the term necessary for the CMLO to have sufficient time to comply with the SO2 air quality standards for SO2 set out in Supreme Decree Nº 003-2008-MINAM after the completion of the execution of the Project.

Should the enabling assumption not occur within the term set in the first paragraph of this Section 9.2, then this Plan will become ineffective and therefore (i) the Creditors Assembly will be entitled to resolve on the matters referred to in Section 50.4 of the Bankruptcy Law; and, (ii) the Commission will be entitled to act pursuant to Section 67.4 of the Bankruptcy Law. DRP declares its willingness to review and discuss, as may be necessary, the content and scope of the enabling assumption with the competent authorities.

Likewise, in case that, at maturity of the term established in each case, the enabling assumption for the implementation of the Plan is not complied with, then DRP will be entitled to waive totally or partially the compliance with said assumption, which shall be duly informed to the Creditors Meeting.

9.3. Effects of the Plan

The Restructuring Plan is approved by a majority at the Creditors Meeting, as provided in the LGSC, granting all executive authority on the Management to perform all the activities required to achieve the restructuring of DRP, whether expressly referred to in this Plan or, if not referred to, will be required to implement the Plan. For such purpose, the Management has been granted full management and representation authority by DRP. Approval of this Plan determines the payment conditions of the Bankruptcy Debt and, therefore, refinancing thereof without novation. As provided in Article 66.3 of the LGSC, this Plan and the Payment Schedule of DRP set forth and govern the manner, amount, place and date of payment of the Bankruptcy Debt.

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For the avoidance of doubt, it is expressly provided that the vote by any of the parties for the approval of this Plan does not constitute any acceptance, acknowledgment, or recognition of matters under dispute between Renco and the Peruvian State related to the terms of the 1997 Agreement for the Transfer of Shares, Capital Increase and Subscription of Shares of Empresa Metalúrgica La Oroya S.A. As stated, by its vote of approval of this Plan, the Creditors Meeting declares that it contains all the elements required for the Creditors to know how their claims will be repaid.

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Exhibits