[Emblem:] PERU – Presidency of the Cabinet of Ministers...

NATIONAL INSTITUTE FOR THE DEFENSE OF COMPETITION AND THE PROTECTION OF INTELLECTUAL PROPERTY Calle de la Prosa 138, San Borja, Lima 41 – Perú Telephone: 224 7800/Fax: 224 0348

Email: [email protected]/Web: www.indecopi.pe

[Emblem:] PERU – Presidency of the Cabinet of Ministers – INDECOPI

[Pages numbered from 5627 through 5685]

BANKRUPTCY PROCEEDINGS COMMISSION RESOLUTION NO. 1490-2011/CCO-INDECOPI CASE FILE NO. 033-2010/CCO-INDECOPI-03-32

DEBTOR:

DOE RUN PERÚ S.R.L. (DRP)

CREDITOR: DOE RUN CAYMAN LIMITED (DRCL) RE: ACKNOWLEDGEMENT OF CLAIMS / BUSINESS CREDIT

Lima, March 2, 2011

I. BACKGROUND

On August 16, 2010, the debtor’s receivership status was publicly announced.1

Through the pleading filed on September 24, 2010, as supplemented on January 6, 2011; January 20, 2011 and February 8, 2011, DRCL invoked the acknowledgment of claims in the amount of USD 156,545,088.94 on account of principal, derived from a Subordinated Promissory Note2, an International Sales Agency Contract (or Procurement Contract), a Hedging Service Contract3 (or Original Protection Services Contract), and several Intercompany Transfers, as indicated hereinafter.

Moreover, DRCL requested the declaration of confidentiality of several documents filed under the claims acknowledgement proceedings and that its representative be given the opportunity to speak in support of the request.

In addition, DRCL stated that it is related to DRP under the terms of Section 12 of the General Bankruptcy Law.

On November 25, 2010, the request was forwarded to DRP for it to state its position in this regard.

On December 10, 2010, DRP expressed its conformity regarding the claims asserted by DRCL.

On December 28, 2010, DRCL and DRP were requested to file several documents and information related to the asserted claims.

1 Deadline for the timely filing of requests for acknowledgment of claims: September 28, 2010 2 And amendments thereto. 3 Hedging Contracts generally refer to hedging services in financial markets.



Furthermore, on February 11, 2011, DRCL was requested to file several documents and additional information related to the asserted claims.

On January 6, 2011, January 20, 2011 and February 8, 2011, DRCL filed a copy of the documents for consideration to acknowledge the asserted claims, as detailed below.

On January 6, 2011, January 20, 2011, February 8, 2011, and February 17, 2011, DRP also filed copies of several documents as detailed below. Likewise, DRP requested the declaration of confidentiality of the documents filed under the claims acknowledgment proceedings.

II. QUESTIONS UNDER DISCUSSION

Determine whether it is appropriate to:

1. Declare the admissibility of the requests for the confidential treatment of the documents filed by DRP and DRCL.

2. Admit the request for an oral report. 3. Acknowledge the asserted claims and indicate, as the case may be, their order of priority as

well as their relation to the debtor.

III. ANALYSIS OF THE ISSUES UNDER DISCUSSION

III.1 Requests for confidentiality

DRCL and DRP requested the declaration of confidentiality of the accounting and financial documents attached to their pleadings submitted under the claims acknowledgement proceedings, without specifying whether they constitute information protected under the duty of confidentiality in banking, tax, business, industry, technology or stock exchange matters set forth in Article 2(5) of the Constitution, and any relevant legislation.

Section 17 of the Public Information Access and Transparency Law establishes that the right to access public information does not apply to information protected under bank, tax, business, industry, technology and stock exchange secrecy.4

Directive No. 001-2008/TRI-INDECOPI on the confidentiality of information reviewed in proceedings heard by the Functional Bodies of Indecopi, published on April 16, 2008 in the official gazette El Peruano, sets forth the procedure to give confidential treatment to the information filed within the framework of proceedings pending before the functional bodies of Indecopi and to guarantee the privacy of information declared as confidential.

Section 2.1 of Directive No. 001-2008/TRI-INDECOPI establishes that any information filed by the parties to or third parties in proceedings heard by Indecopi may be declared confidential where its disclosure may significantly affect the holder of the information or a third party from which the party

4 PUBLIC INFORMATION ACCESS AND TRANSPARENCY LAW (LAW NO. 27806) Section 15-B – Exceptions to the exercise of the right: Confidential Information The right of access to public information may not be exercised in connection with the following: 2. The information protected by bank, tax, business, industry, technology and stock exchange secrecy, regulated as follows: some by Article 2, Section 5, of the Constitution, and the rest by the relevant legislation.



contributing the information received the information, or grant a significant advantage to a competitor of the party contributing the information.

Moreover, Section 3.2 of Directive No. 001-2008/TRI-INDECOPI requires that, when requesting that the information be treated as confidential, the party contributing the information meet the following conditions:

a) Expressly include the request for confidentiality of the information in the same pleading in which this information is filed or in the record in the case of a document search. Otherwise, the authority will not be responsible for the disclosure of the information.

b) Describe in the pleading, in a clear and concise manner, the information whose confidentiality is requested and the documents and any parts thereof where this information is included. The applicant may not request the general confidentiality of all the information filed or contained in the stated documents except where these were obtained during onsite interviews or inspections.

c) Ground the request, in the case of the information referred to in 2.1 d) File a sufficiently detailed “non-confidential summary” to allow a thorough understanding of

the material contents of the information whose confidentiality is being requested. If the information is made up of statistical series, it must be filed through indicators showing the relevant trend. If the party contributing the information considers that its nature prevents conducting a “non-confidential summary”, it must inform the functional body of Indecopi, and provide grounds. If the decision-making body considers these grounds valid, it will request the party to prepare a list of the information for the other parties.

e) State the requested confidentiality term.

Considering that neither DRCL nor DRP have met the requirements set forth in b), c), d) and e) of Section 3.2 of Directive No. 001-2008/TRI-INDECOPI, the requests for confidentiality made by these companies are declared inadmissible.

III.2 Request for an Oral Report

As stated in the background section of this resolution, DRCL requested that its representative be given the opportunity to orally justify the grounds for its request for the acknowledgment of claims.

However, this Commission considers that it has the necessary evidence to enter a decision on the above-mentioned request, for which the oral justification requested is not necessary.

Based on the foregoing, and in exercise of the power to authorize hearings set forth in Section 35 of Legislative Decree No. 8075, the request for an oral report is denied.

III.3 Relation between DRCL and DRP

DRCL stated that it has a relation with DRP under the terms of Section 12 of the General Bankruptcy Law since it holds of 50,823,592,651 shares issued by the debtor.

5 Legislative Decree No. 807, Section 35 – Once the Commission becomes aware of the proceedings for the final resolution, the parties may request that an oral report be performed before it. The admission or denial of this request shall be decided by the Commission based on the relevance and significance of the case.



From the review of entry B00012 of Registration No. 11015368 taken from the Web page of the National Superintendence of Public Records of Lima, it is established that DRCL is the actual holder of 50 823 592, 651 shares in DRP which shares account for 99.9069% of all the shares (50, 870, 931,714) representing the corporate capital of DRP.

In this regard, it should be stated that DRCL has a relation with the debtor, pursuant to the provisions of Section 12 of the General Bankruptcy Law.

III.4 Asserted claims

DRCL requested the acknowledgement of claims amounting to USD 156,545,088.94 on account of principal, as follows:

Item Amount (USD) Subordinate Promissory Note (DRP) 139,062,500.00 International Sales Agency Contract (or Procurement Contract)

15,841,317.14

Hedging Services Contract (or Original Protection Services Contract)

835,800.00

Inter-company Transfers 805,471.80 Total 156,545,088.94

There follows an analysis of each of the claims asserted by the applicant.

III.4.1 Promissory Note

DRCL requested the acknowledgement of claims amounting to USD 139,062,500.00 on account of principal, supported by a subordinated promissory note and several assignments of rights.

DRCL stated as follows:

- Through a Contract for a Loan in Foreign Currency, entered into on March 12, 1998, Doe Run Mining S.R.L. (hereinafter, DRM), assumed a debt with Banco de Crédito Overseas Limited in an amount of USD 125,000,000.00. Since June 1,2001, this obligation has, as a result of the merger entered into by DRM and DRP, whereby DRM merged into DRP, been recorded under DRP’s non-current liabilities. The merger was conducted for the purposes of reducing administrative costs between both companies considering that DRM was, as of that date, the majority shareholder of DRP.

- In order to meet its obligations, DRP approved a Financing Plan under which Doe Run Resources Corporation (hereinafter, DRRC) would grant a loan to DRP for the purposes of paying of the loan with Banco de Crédito Overseas Limited. This loan was approved at DRP’s General Members’ Meeting held on July 5, 2002.

- Based on the Contract between DRP and DRRC, through a communication dated September 12, 2002, DRRC authorizes DRP so that the Term-Deposit held by it with Banco de Crédito Overseas Limited in an amount of USD 125,000,000.00, plus interest accrued to date, may be offset with DRP’s debt with such bank under the Contract for a Loan in Foreign Currency entered into on March 12, 1998.

- Through a communication dated September 12, 2002, addressed to Banco de Crédito Overseas Limited, DRP informed this bank that DRRC would pay the debt owed by DRP to the bank under the Contract for a Loan in Foreign Currency dated March 12, 1998.



- On the same date, DRRC forwarded a communication to Banco de Crédito Overseas Limited sending the instructions for the cancellation of the debt owed by DRP, which would be conducted through the offset of the Term Deposit held by DRRC with the Bank, considering the principal amount of the debt owed by DRP, as well as any accrued interest; and requesting that, in turn, the offset requested be enforced on the date the above-mentioned communication is received.

- Based on the foregoing, on September 12, 2002, Banco de Crédito Overseas Limited communicated DRP that it had received all the documents and instructions necessary to split off and liquidate any outstanding debt under the Contract for a Loan in Foreign Currency, entered into on March 12, 1998. In this regard, it forwarded to DRP the original of the Promissory Note dated March 12, 1998, which secured that obligation, as duly paid off.

- By virtue of the loan received, DRP accepted to issue a Subordinated Promissory Note to DRRC in the amount of the loan plus accrued and unpaid interest in an amount of USD 139,062,5000.00 [sic], as follows:

Item Amount (USD) Original Promissory Note (DRM) 125,000,000.00 Accrued (capitalized) interest 14,062,500.00 Total 139,062,500.00

- Considering that DRP required an additional period to meet its obligations as against

DRRC, on January 16, 2006, the parties signed an amendment to the Subordinated Promissory Note mentioned in the preceding section extending the expiration date to December 9, 2006.

- In April 2006, the parties agreed to review and modify the above-mentioned Subordinated Promissory Note in order to modify its expiration date, among other things.

- Through an instrument dated February 8, 2007, DRRC assigned its credit rights to Doe Run Acquisition Corporation (hereinafter, DRAC), a voluntary transfer conferring DRAC all the rights held by DRRC as against DRP.

- Then, DRAC assigned its credit rights as against DRP to Doe Run Cayman Holdings LLC (hereinafter, DRCH) through a document dated March 16, 2007.

- Finally, through a document dated April 6, 2009, DRCH assigned to DRCL all the rights and credits mentioned above, in their entirety; as a consequence, under the aforementioned assignments, DRC has, as of this date, a credit in an amount of USD 139,062,500.00 derived from the obligation originating the issuance of the Subordinated Promissory Note and its subsequent reviews, adjustments, amendments and addenda.

In order to justify its request, DRCL filed a copy of the following documents:

- Contract for a Loan in Foreign Currency (English Version) dated March 12, 1998 - Translation of the contract mentioned in the preceding paragraph - Promissory Note (English Version) issued by DRM to Banco de Crédito Overseas Limited in

an amount of USD 125,000,000.00 - Translation of the Promissory Note mentioned in the preceding paragraph - Minutes of DRM’s General Members’ Meeting dated May 14, 2001 - Minutes of DRP’s General Members’ Meeting dated May 14, 2001 - Public deed dated July 2, 2001, issued before Notary Public of Lima, Dr. Anibal Corvetto

Romero



- Entry B00008 of DRP’s Registration No. 11015369 with the Registry of Corporations of Lima

- Minutes of DRP’s General Members’ Meeting dated July 5, 2002 - Promissory Note (English version) issued by DRP to the order of DRRC on September 12,

2002 - Translation of the Promissory Note mentioned in the preceding paragraph - Amendment to the Promissory Note (English version) issued by DRP to the order of DRRC

on January 16, 2006 - Translation of the above-mentioned amendment to the Promissory Note - Amendment to the Promissory Note (English version) issued by DRP to the order of DRRC

on April 28, 2006 - Translation of the above-mentioned amendment to the Promissory Note - Assignment (English version) issued by DRRC to DRAC on February 8, 2007 - Translation of the above-mentioned assignment - Assignment (English version) issued by DRAC to DRCH on March 16, 2007 - Translation of the above-mentioned assignment - Assignment (English version) issued by DRHC to DRAC on April 6, 2009 - Report on the Certification of Accounts Receivable from DRP as of July 31, 2010, issued by

VCR – Vizcarra y Asociados S. Civil de R.L. - DRRC’s financial statements as of December 31, 2004, 2005, and 2006 - DRCH’s General Balance Sheet as of October 31, 2007, 2008 and 2009 - DRCL’s General Balance Sheet as of October 31, 2007, 2008 and 2009

A. Powers of the Commission to investigate the requested claims

Section 38.5 of the General Bankruptcy Law establishes that the Commission will, through all possible means, investigate the existence, origin, legitimacy, and amount of the claims asserted by creditors who are related to the debtor. Then, it will issue the relevant resolution.

Likewise, the mandatory precedent approved under Resolution No. 079-97-TDC establishes that, where the documents filed are not sufficient or where the possible existence of a relation between the debtor and its creditor is found, the bankruptcy authority is under the obligation to conduct a stricter investigation to determine the existence, origin, legitimacy, and amount of the claims asserted6. This investigation is particularly relevant since the incorporation of claim into the

6 Resolution No. 079‐97/TDC, issued on March 24, 1997, by the INDECOPI Competition Defense Room, and published in the official gazette El Peruano on March 29, 1997, establishes: “For the purposes of the verification under the administrative authority, the Creditors may file the documents supporting the claims asserted they may deem relevant. However, where, at the above‐mentioned authority’s criterion, the documents filed are not sufficient or where there are elements indicating there is a potential simulation of obligations or where the possible existence of a relation between the debtor and its Creditor is found, it is necessary to verify the origin of the claim, and investigate its existence through all possible means. Where the claim asserted is part of a letter of exchange or any other security, the claim should be acknowledged based on the security itself, in application of the principles of simplicity, celerity and economy of the administrative proceedings. However, as established by the general criterion, if the administrative authority presumes the probable existence of a relation between the parties or has evidence on which it may presume the existence of a simulated credit, it must necessarily investigate the cause relation, that is, the origin of the credit, in order to determine its legitimacy.



bankruptcy estate will have effects not only with respect to the debtor, but also with respect to the other creditors, who may be adversely affected by the acknowledgment of non-existing claims.

Given that the claims under analysis were asserted by a creditor who is related to the debtor, on December 28, 2010, DRCL and DRP were requested to file several documents and information related to the claims asserted.

On January 6, 2011, DRP filed, among other documents, a copy of the following:

- DRM’s Statement of Accounts for March, 1998 and the Debit Note, dated March 12, 1998, issued by Banco de Crédito del Perú, whereby the credit by Banco de Crédito Overseas Limited charged to DRM’s account would be justified.

- DRM’s Statement of Accounts dated March 12, 1998, and the Debit Notes whereby Banco de Crédito del Perú, under the directions by Banco de Crédito Overseas Limited, pays DRM’s debt with Bankers Trust Company.

- Acknowledgment of the opening and folios of DRM’s Ledger and Journal for March 1998. - Acknowledgment of the opening and folios of DRM’s Inventory and Balance Sheet for 1998,

1999, 2000 and 2001. - Acknowledgment of the opening and folios of DRP’s Ledger and Journal for June 2001 - Acknowledgement of the opening and folios of DRP’s Ledger and Journal for September

and October 2002. - Acknowledgement of the opening and folios of DRP’s Inventory and Balance Sheet from

2000 to 2009. - Notes to DRP’s Financial Statements as of December 31, 2009. - Invoices generated on account of Intercompany Transfers - Accounting entries of the unpaid Hedging Transactions

Moreover, DRP stated that, as set forth in the first clause of the Contract for a Loan in Foreign Currency, dated March 12, 1998, entered into between DRM and Banco de Crédito Overseas Limited, this loan was purported to reimburse a debt owed by DRM to Bankers Trust Company in an amount of USD 125,000,000.00.

On January 6, 2011, DRCL filed, among other documents, a copy of the following:

- A notarially authenticated certificate of good standing, issued by the Registry of Companies of Grand Cayman Islands, dated September 13, 2010

- Translation of the above-mentioned document. - Communication issued by the auditing company Crowe Horwarth LLP, dated January 5,

2011, indicating that DCH, DRAC and DRRC are under no obligation to keep accounting records authenticated by a notary public.

- Translation of the above-mentioned document. - Journal entry as of March 31, 1998 - Journal entry as of September 30, 2002 - Ledger entry as of April 13, 1998 - Acknowledgement of the movements of funds dated March 12, 1998 in connection with the

disbursement of the amount of USD 125,000,000.00 for payment to Banco de Crédito Overseas.

In this case, the acknowledgment of the obligation by the debtor company shall not release the administrative authority from its duty of verification.



- Journal entry as of February 28, 2007 - Account details (Account No. 19400) - Journal report as of February 28, 2007 - Twenty-five agreements for international sales with third parties not related to the execution

of the International Sales Agency Contract. - Communication forwarded by DRRC to DRP dated July 6, 2004, informing the suspension

of execution of the International Sales Agency Contract. - Chart. Monthly summary of invoices relating to accrued commissions (International Sales

Agency Contract) - DRP’s Record of Foreign Sales for the period comprised between September 2002 and

June 2004 relating to the International Sales Agency Contract - Managerial report concerning monthly hedging transactions derived DRP’s productive

activities (copper, lead, zinc, silver and gold) - Communication forwarded by the lawyers’ firm Maples and Calder dated January 5, 2011

stating that, under the laws of the Grand Cayman Islands, the accounting records kept by DRCL do not need to be notarially authenticated or audited.

- Translation of the above-mentioned document - Acknowledgment of registration of a fictitious name issued by the State Secretariat of

Missouri showing that DRRC has registered, as its fictitious name to do business, the term “The Doe Run Company”

- Translation of the above-mentioned document - Descriptive chart of the corporate structure showing the relation among the various

companies of the group led by The Renco Group Inc.


- Translation of the Journal entry as of March 31, 1998 - Translation of the Journal entry as of September 30, 2002 - Translation of the Ledger entry as of April 13, 1998 - Translation of acknowledgement of the movements of funds dated March 12, 1998 - Translation of the Journal entry as of February 28, 2007 - Translation of the details of Account No. 19400 - Translation of the Journal report dated February 28, 2007 - Translation of the International Sales Agency Contracts No. 63553; 62411; 62631; 63185;

63187; 62716; 62761, 62818; 62738, 63550; 63614; 63547; 62807; 62791; and 63432. - Translation of the communication forwarded by DRRC to DRP dated July 6, 2004 - Translation of the reports on hedging transactions sent by DRRC on a monthly basis - Translation of the communication sent by The Doe Run Company dated January 6, 2011 - Translation of the summary of The Doe Run Company’s Ledger from 1998 to 2007 - Translation of the The Doe Run Company’s Journal entries from 2002 to 2007 - Translation of the summary of DRRC’s Ledger from 2001 to 2006 - Translation of DRRC’s Consolidated Financial Statements as of December 31, 2004; 2005

and 2006 - Translation of DRCH’s Consolidated Financial Statements for fiscal years 2007, 2008, 2009

and 2010


- Loan Contract entered into by DRM with Bankers Trust Company dated October 23, 1997 - Translation of the above-mentioned document



Likewise, on February 11, 2011, DRCL was requested to file various documents and additional information related to the claims asserted.

On February 8, 2011, DRCL filed a copy of several documents related to the procurement contract, the Hedging Service Contract and the intercompany transfers .

On February 8, 2011, DRP filed a copy of new folios of DRM’s Ledger for March 1998.

On February 17, 2011, DRCL filed, among other documents, a copy of the following:

- Letter dated September 12, 2002, whereby DRRC authorizes DRP to offset the Term Deposit held by it with Banco de Crédito Overseas Limited with the debt owed by DRP to such bank (English version)

- Translation of the above-mentioned document - Letter dated September 12, 2002, whereby DRP communicates Banco de Crédito

Overseas Limited the instructions for the cancellation, through the offset of the Term Deposit, of the debt owed by it to them under the Contract for a Loan in Foreign Currency entered into on March 12, 1998.

- Translation of the above-mentioned document - Letter dated September 12, 2002, whereby DRRC communicates Banco de Crédito

Overseas Limited the instructions for the cancellation of the debt owed by DRP through the offset of the Term Deposit held by it at the bank

- Translation of the above-mentioned document - Letter dated September 12, 2002, whereby Banco de Crédito Overseas Limited

communicates DRP the reception of all the documents and instructions necessary to terminate and settle any pending debt in connection with the Contract for a Loan in Foreign Currency in an amount of USD 125,000,000.00

- List of the names of each of the accounts recorded in DRRC’s Journal entries dated September 30, 2002, and March 31, 1998

- Translation of the above-mentioned document - Term Loan and Security Agreement dated February 8, 2007, entered into by DRRC and

several financial institutions - Translation of excerpts of the above-mentioned agreement - DRP’s Journal and Ledger entries for April 2009 and July 2010

B. Analysis of the non-accounting documents filed by the parties

DRCL made several assertions regarding the origin, existence, legitimacy and amount of the asserted claims, derived from the Subordinated Promissory Note supporting this aspect of the request, which can be found in this section based on the documents attached to the request by the applicant and that documents required from the parties by the bankruptcy authority under the investigation powers conferred by Legislative Decree No. 807. . 1. The case file contains a Contract for a Loan in Foreign Currency entered into between DRM and Banco de Crédito Overseas Limited together with its translation, which contract states as follows:

“OFFICIAL TRANSLATION



CONTRACT FOR A LOAN IN FOREIGN CURRENCY

Contract for a Loan in Foreign Currency dated March 12, 1998 (the “Contract”) entered into between Banco de Crédito Overseas Limited, a company created and existing pursuant to the laws of the Commonwealth of The Bahamas, domiciled at, for the purposes hereof, 410 Park Avenue, 9th Floor, New York, New York, United States of America (the “Bank”), AND Doe Run Mining S.R. Ltda., a company created and existing for the purposes hereof at Avenida General Santa Cruz 481, Jesús María, Lima 11, Peru (the “Client”) under the following terms and conditions:

One:

Client is a private company which requires a loan to pay a debt. Client has requested the Bank to grant a Loan in US Dollars and the Bank has agreed to grant the loan in an amount of one hundred twenty-five million 00/100 US Dollars (USD 125,000,000.00) (the “Loan”) to Client. The Loan will expire, and the amount of the outstanding principal under the loan will be payable and become due, upon the first installment on March 12, 2003. The Loan was fully disbursed on March 12, 1998 upon the execution by Client of a promissory note in the amount of the original principal USD 125,000,000.00 dated March 12, 1998 (the “Promissory Note”).

The compensatory interest on the loan will be payable in cash every six-months on March 12 and September 12 (each, an “Interest Payment Date”) starting on September 12, 1998 for a period commencing and including the immediately preceding Interest Payment Date and ending on the day immediately following the applicable Interest Payment Date (an “Interest Period”), except for the interest payable on September 12, 1998 which will be the period starting March 12, 1998 inclusive and ending September 11, 1998 inclusive.

If any of the payment dates hereof does not fall on a business day, the applicable payment will be made on the business day immediately following such payment date. As used herein, the term “business day” means a day other than Saturday, Sunday or the day on which the banks in New York, USA have to remain closed.

Two:

The compensatory interest on the outstanding principal amount of the Loan will accrue at an annual rate of 11.50%; for the Interest Period starting March 12, 1998 inclusive and ending September 11, 1998 inclusive the compensatory interest will accrue at an annual rate of 11.75%; for the Interest Period starting September 12, 2004 inclusive and ending March 11, 2005 inclusive, the compensatory interest will accrue at an annual rate of 11.25%. The compensatory interest on the Loan will be calculated on a yearly basis considering a 360-day year made up of 12 months of 30 days each. Also, Client shall pay additional compensatory interest in an amount of USD 312,500.00 upon the execution of this Contract. The compensatory interest payment schedule, without assuming any advance payment on the outstanding principal amount of the Loan is described in Annex 1.

Three:



It is a condition of this Contract and particularly of the payment of principal, compensatory interest and taxes, if any, that all the payments be made in US Dollars in New York, New York, USA, without any deduction on account of taxes, rates, charges or expenses now existing or which may exist in the future, which may affect the transfer or dispatch of the funds. Any such tax, rate, charge or expense shall be borne by Client. That notwithstanding, the Bank hereby agrees that if in the Republic of Peru, under the local regulations or other regulations concerning foreign currency, the currency destination in New York, New York, USA is restricted, thus making it impossible for Client to pay the Bank any amount owed under the Loan in Lima, Peru, (sic)delivering the Bank c/o Banco de Crédito del Perú and in foreign currency of the Republic of Peru a management check issued to the order of the Bank by a Local Bank. If Client needs to make the payment of any amount under the Loan in the legal tender of Peru, the exchange rate used will be the selling exchange rate applicable as of the date at Banco de Crédito del Peru’s Main Offices in Lima, Peru.

Four:

The payment of principal and compensatory interest will be made by Client on the dates established in Clause One hereof. If Client fails to meet any of the payments, in whole or in part, of the principal or compensatory interest (the “Defaulted Payment”) under the Loan upon expiration, the Bank will offset the amount of such Defaulted Payment with any other payment payable by the bank to Client or any other party, as instructed by Client; provided, however, in connection with a Defaulted Payment of compensatory interest Client has paid as of the Interest Payment Date (except as to the Interest Payment Date on March 12, 2005) applicable to such Defaulted Payment in an amount equivalent to the interest on the outstanding principal amount under the Loan at an annual rate of 0.25% for the Interest Period applicable to such Defaulted Payment if such Interest Period starts March 12, 1998 inclusive and ends September 11, 1998 inclusive, such rate will be 0.50% per year.

Five:

The Bank and Client expressly agree that Client may reimburse the Loan principal in full or in part at any time as long as Client sends a notice to the Bank three business days before making such payment.

Six:

Client expressly agrees that if Client fails to apply the proceeds of the Loan to the purposes agreed upon in Clause One hereof, or fails to pay the principal within a term of five days or fails to pay the principal, compensatory interest and other taxes, commissions and expenses payable on the expiry date of such payment within a term of thirty-five days, the Bank may terminate this Contract upon written notice to Client and will request the immediate payment of all the amounts owed under the Loan. Any delay by the Bank in the exercise of this right shall not be construed as a waiver of such right.

Seven:

Notwithstanding the provisions of Clause Six hereof, after termination of this Contract by the Bank, the Bank may, at its discretion, agree on the total or partial replacement of the terms of the Loan renewing the Promissory Note or issuing new promissory notes in the amounts owed under the Loan, as long as such replacement does not constitute a novation of the rights and obligations of the parties under this Contract, which will remain fully effective until the full payment of all the amounts owed under the Loan.



Eight:

As long as the Loan is pending, Client agrees to:

8.1 File with the Bank’s representatives any information of its vouchers, records and accounting books which the Bank may reasonably require in connection with the administration, transactions and financial position of Client;

8.2 Keep the accounting books and records as per the internationally accepted accounting practices and principles;

8.3 Within 90 days after the end of the fiscal year, provide the Bank with the assets and liabilities statements, income (loss) statements, statement of changes in shareholders’ equity, net and statement of cash flows (or similar reports) for the client for such fiscal period, as well as any other additional information concerning its transactions or financial condition which the Bank may reasonably require;

8.4 Inform the Bank on a timely basis of any event or circumstance which may have an adverse material effect on the income, profits, payment capacity and/or financial position of Client;

8.5 If Client fails to meet this Contract, Client shall not pay any dividend or conduct other distributions without prior consent by the Bank, and

8.6 Meet in all material aspects its tax, labor and social security obligations.

Nine:

The Bank may terminate this Contract upon written notice to Client and request the immediate payment of all the amounts owed under the Loan upon a default under Clause Six hereof or a substantial violation or default by Client of the terms of Clause Eight above where such default has not been cured within a term of thirty-five days after the Bank’s notice in this regard. That notwithstanding, the Bank may terminate this Contract upon written notice to Client and request the immediate payment of all the amounts owed under the Loan as of the occurrence of:

9.1 It is shown that Client has provided false information on itself to the Bank when requesting the Loan; or

9.2 Client is declared bankrupt, undergoes reorganization proceedings or any of its assets are attached or confiscated.

Ten:

Client hereby agrees to send written notice to the Bank of any change in the powers granted to its representatives, attorneys-in-fact or agents so that these changes are updated at the Bank.

Eleven:

This Contract shall be governed by and construed under the laws of the State of New York, United States of America, without consideration of any conflicts of law.

Twelve:



Should there be any controversy under this Contract, the parties agree to subject the controversy to arbitration. Each party shall appoint an arbitrator and the two arbitrators appointed shall appoint a third arbitrator who will preside over the arbitration process. The arbitrators will determine, upon mutual agreement, the procedure governing the arbitration. The arbitration award shall be final and binding. The parties hereby agree that each arbitrator shall be a US lawyer licensed to exercise its profession in the State of New York, United States of America.

Thirteen:

All the costs and taxes relating to the execution of this Contract shall be exclusively borne by Client.

IN WITNESS WHEREOF, the Bank and Client have entered into this contract on the date first above written.

BANCO DE CRÉDITO OVERSEAS LIMITED

By: (illegible signature)

Jesús Zamora Leon

Position: Manager

By: (illegible signature)

Gino Piaggio P.

Position: Manager

DOE RUN MINING S.R.LTDA

By: Marvin K. (illegible signature)

Moreover, the case file contains a Promissory Note (English Version) issued by DRM to the order of Banco de Crédito Overseas Limited in an amount of USD 125,000,000.00 and its translation, which is stated below:

“OFFICIAL TRANSLATION

TRANSLATION NOT INCLUDING OFFICIAL AUTHENTICATIONS

TRA. 0046-2001

PROMISSORY NOTE

USD 125,000,000.00 March 12, 1998

New York, New York, United States of America

For value received, the undersigned, Doe Run Mining S.R. Ltd., a company created under the laws of the Republic of Perú (“Lender”)(sic) hereby agrees to unconditionally pay to the order of Banco de Crédito Overseas Limited, a company created under the laws of The Bahamas (“Bank”) in legal



tender of the United States of America, and in immediately available funds, a principal amount of one hundred twenty-five million and 00/100 United States Dollars (USD 125,000,000.00) , which amount has been received by Lender to its full satisfaction.

The principal amount of this Promissory Note shall be payable in US Dollars as established in Clause One of the Contract for a Loan in Foreign Currency executed on March 12, 1998 (“Contract”) between Lender and the Bank. Moreover, Lender agrees to pay compensatory interest in US Dollars on the outstanding principal amount hereof, (i) at an annual rate of 11.75% for the Interest Period (as defined in the Contract) comprised between March 12, 1998, inclusive, and September 11, 1998, inclusive; (ii) at an annual rate of 11.25% for the Interest Period comprised between September 12, 2004, inclusive, and March 11, 2005, inclusive, and (iii) at an annual rate of 11.50% for all the remaining Interest Periods, as provided for in Clauses One and Two of the Contract.

The Promissory Note shall be governed by and construed under the laws of the State of New York, United States of America, irrespective of the principles on conflicts of laws included in such laws.

Lender hereby expressly subjects to the jurisdiction of the Courts in and for the State of New York, United States of America.

DOE RUN MINING S.R.LTDA

(Illegible signature)

Name: (illegible)

Position: (illegible)”

Based on the foregoing, it has been established that, through a contract dated March 12, 1998, DRM assumed a debt against Banco de Crédito Overseas Limited in an amount of USD 125,000,000.00. The above-mentioned loan was fully disbursed upon the execution of a Promissory Note in the amount of principal.

2. The case file contains Minutes of the General Members’ Meetings of DRP and DRM, which are stated below:

“DOE RUN PERÚ S.R.L

General Members’ Meeting dated May 14, 2001

(…)

3.- Approval of the draft for the merger of Doe Run Perú S.R.L and Doe Run Mining S.R.L. by the merger of Doe Run Mining S.R.L into Doe Run Perú S.R.L. as well as the fixation of the effective date for the merger: The Chairman stated that the main purpose of the meeting was to examine and approve the draft for the merger of Doe Run Perú S.R.L and Doe Run Mining S.R.L. by the merger of Doe Run Mining S.R.L into Doe Run Perú S.R.L.. The chairman stated that, pursuant to the provisions of Sections 350 and 351 of the General Companies’ Law, the merger draft mentioned had to be approved at the general members’ meeting, which draft contains the main economic legal aspects of such merger, the criteria for the valuation of the equity of each of the intervening companies, the swap ratio and allocation and other aspects. Then, the chairman stated that, through the aforementioned merger process, it would be possible to reduce the current administrative costs; indeed, the chairman highlighted that Doe Run Mining S.R.L is the majority shareholder of Doe Run Perú S.R.L and, therefore, the merger of both companies would allow a



single financial, administrative and corporate structure for the efficient performance of their activities. Then, the chairman proposed that Doe Run Perú S.R.L and Doe Run Mining S.R.L subject to a business reorganization process by way of merger by absorption, Doe Run Mining S.R.L merging into Doe Run Perú S.R.L as per the provisions of item 2 of Section 3440 of the General Companies’ Law. For such purpose, the chairman stated that it was necessary for the members to approve the merger draft which had been previously approved by the competent body of the other participating company, the content of which is as follows:”

“DOE RUN MINING S.R.L

General Members’ Meeting dated May 14, 2001

(…)

2.- Approval of the draft for the merger of Doe Run Perú S.R.L and Doe Run Mining S.R.L. by the merger of Doe Run Mining S.R.L into Doe Run Perú S.R.L. as well as the fixation of the effective date for the merger: The Chairman stated that the main purpose of the meeting was to examine and approve the draft for the merger of Doe Run Perú S.R.L and Doe Run Mining S.R.L. by the merger of Doe Run Mining S.R.L into Doe Run Perú S.R.L.. (…) Then, the chairman stated that, through the aforementioned merger process, it would be possible to reduce the current administrative costs; the chairman highlighted that Doe Run Mining S.R.L is the majority shareholder of Doe Run Perú S.R.L and, therefore, the merger of both companies would allow a single financial, administrative and corporate structure for the efficient performance of their activities. Then, the chairman proposed that Doe Run Perú S.R.L and Doe Run Mining S.R.L subject to a business reorganization process by way of merger by absorption, Doe Run Mining S.R.L merging into Doe Run Perú S.R.L as per the provisions of item two of Section three hundred forty-four of the General Companies’ Law. For such purpose, the chairman stated that it was necessary for the members to approve the merger draft which had been previously approved by the competent body of the other participating company, the content of which is as follows. (…) The equity that Doe Run Mining S.R.L. transfers to the absorbing company, Doe Run Perú S.R.L., is made up of the assets and liabilities owned by the former as of the day before the effective date of the merger.”

In addition, the case file contains the following: Certified Copy of the Capital Increase Indenture, Amendment to the Number and Nominal Value of Membership Interests, Partial Amendment to the Bylaws; Corporate Reorganization by Way of Merger by Absorption; Capital Reduction, and Partial Amendment of the Corporate Bylaws, executed by DRM and DRP, whose relevant parts are transcribed below:

(…)

Second: Merger by way of absorption, capital reduction, and partial amendment to the bylaws. Through the minutes of general members’ meetings dated May 14, 2001, Doe Run Mining S.R.L, and Doe Run Perú S.R.L. agreed to a merger by absorption, by the latter merging into the former, pursuant to the merger draft approved, with Doe Run Perú S.R.L. taking all the equity of Doe Run Mining S.R.L. At the general members’ meetings it was also agreed that the merger would become effective on June 1, 2001.



3. Approval of the draft for the merger of Doe Run Perú S.R.L and Doe Run Mining S.R.L. by the merger of Doe Run Mining S.R.L into Doe Run Perú S.R.L. as well as the fixation of the effective date for the merger:

(…)

3.5 Equity Transferred: The equity that Doe Run Mining S.R.L. transfers to the absorbing company, Doe Run Perú S.R.L., is made up of the assets and liabilities owned by the former as of the day before the effective date of the merger.”

Based on the foregoing, it has been established that the obligation referred to in 1 derives from the merger entered into between DRM and DRP, whereby DRM was merged into DRP, effective June 1, 2001. The merger was aimed at reducing administrative costs between both companies.

3. The case file contains the Minutes of DRP’s General Members Meeting held on July 5, 2002, which is stated below:

“Minutes of Doe Run Perú S.R.L.’s

General Members Meeting held on July 5, 2002

(…)

1. Report on the company’s financing plan for the next years, prepared for the purpose of guaranteeing its efficient business development.

2. Approval of the execution of the foreign currency credit facility contract with Banco de Crédito del Perú and syndicated banks in an maximum amount of USD 58,000,000.00 as well as the execution of agreements guaranteeing such credit facility.

3. Approval of the subordinated loan granted by Doe Run Resources Corporation to the company in an amount of 125,000,000.00

4. Approval of the issuance of the general guarantee in favor of Doe Run Resources Corporation.

(…)

In this regard, the chairman indicated that, as known to the attendees, the company entered into a foreign currency working capital facility contract with Banco de Crédito del Perú on June 11, 1998. If this contract is terminated on July 15, 2002, it will be necessary to execute a new foreign currency facility contract for working capital and other purposes related to the company’s business activities in a maximum amount of USD 58,000,000.00.

The chairman stated that negotiations have been conducted with The Doe Run Resources Corporation for the grant of a subordinated loan, without interest, in favor of the company so that it may pay the loan in an amount of USD 125,000,000.00 granted by Banco de Crédito Overseas Limited through a Contract for a Loan in Foreign Currency, accruing 11.50% annual interest.

The approval of the company’s financing plan for future years it is necessary that [sic] the approval at a members’ meeting of the execution of a new foreign currency credit facility contract for working capital and other purposes related to the company’s business activities with Banco de Crédito del Perú and syndicated banks.



In this regard, the chairman indicated that the maximum amount of the new credit facility will amount to USD 58,000,000.00, for a term of 3 years.

(…)

3. Approval of the subordinated loan granted by Doe Run Resources Corporation in favor of the company in an amount of USD 125,000,000.00

(…)

In this regard, the chairman stated that this loan amounts to USD 125,000.000.00, and will not accrue interest, unless its reaches its expiration date without having been paid, and that payment of the loan will be subject to the effective term of the foreign currency credit facility contract or, otherwise, to the cash flow available for distribution, which is governed by the laws of the State of New York, United States of America.

Then, after listening to the chairman, the subordinated loan made by The Doe Run Resources Corporation to the company, pursuant to the terms presented by the chairman, was approved at the members’ meeting.

(…)

The chairman informed that The Doe Run Resources Corporation will issue bonds in the United States of America, for which it is necessary that the company, in its capacity as subsidiary, guarantees such issuance as against the bondholders.

(…)

(III) Subordinated loan in an amount of USD 125,000,000,00 granted by The Doe Run Resources Corporation.

Based on the foregoing, it has been established that, in furtherance of its obligations, DRP approved a Financing Plan under which DRRC would grant it a loan to pay off the loan with Banco de Crédito Overseas Limited.

4. The case file contains a copy of a letter sent by The Doe Run Company to DRP dated September 12, 2002. It should be noted that, as evidenced by the certificate of registration of a fictitious name issued by the State Secretariat of Missouri, a copy of which is included in the case file, it has been established that DRRC registered the term The Doe Run Company to do business, for which any reference made to this company is to DRRC. This letter is transcribed below:

'THE DOE RUN COMPANY SUITE 300

1801 PARK 270 DRIVE ST. LOUIS, MO 63145



FAX 314-453-7198 September 12, 2002

Mr. Kenneth E. HECKER Mr. Anthony W. WORCVESTER Doe Run Peru S.R.L. Avenida Víctor Andrés Belaunde N° 147 Centro Empresarial, Camino Real Torre 3, Piso 9, San Isidro Lima. PERU.- Re: Contract for a Loan in Foreign Currency and Term Deposit

Dear Sirs Hecker and Worcester

This letter acknowledges the agreement entered as of this date that The Doe Run Resources Corporation hereby authorizes Doe Run Peru S.R.L to instruct Banco de Crédito Overseas Limited (hereinafter the "Bank') to offset, with the Term Deposit in an amount of USD 125,000,000.00 plus interest accrued to date, held by DRR in such bank, full payment of the Contract for a Loan in Foreign Currency, entered into on March 12, 1998, and the corresponding Promissory Note of Doe Run Peru S.R.L, as the assignee under the merger of Doe Run Mining S R Ltda. For such authorization to become effective, Doe Run Peru hereby agrees to execute a Subordinated Promissory Note, of even date herewith, in a principal amount of USD 139,602,500.00, payable to The Doe Run Resources Corporation, and representing the original promissory note in an amount of USD 125,000,000.00 plus interest accrued as of September 12, 2002. Then, please execute and deliver the original copy of such promissory note to Mr. Marvin Kaiser, of our firm, for safekeeping. Regards, [Signature] Jeffrey L. Zelms Jeffrey L. Zelms Vice-president, President and General Director 314-453-7140 [email protected]

With copy to: Dr. Raul Ferrero

Based on the foregoing, it has been established that, under the agreement entered into between DRP and DRRC, through a communication dated September 12, 2002, DRRC authorized DRP so that the Term Deposit held by DRRC with Banco de Crédito Overseas Limited in an amount of USD 125,000,000.00, together with interest accrued as of that date, is offset with the debt owed by DRP to such bank under the Contract for a Loan in a Foreign Currency, entered into on March 12, 1998.

5. The case file contains the above-mentioned letter dated September 12, 2002, which is stated below:

"Doe Run Peru SRL Av. Victor Andres Belaunde 147

Centro Empresarial



Camino Real Torre 3 Piso 9

San Isidro Lima, Perú

September 12, 2002

To: Banco de Crédito Overseas Limited 410 Park Avenue, 9th Floor New York, New York United States of America Re: Termination and settlement of the Contract for a Loan in a Foreign Currency Dear Sirs We are writing to you with reference to the contract for a loan in foreign currency (hereinafter, the ”Loan Document” ) dated March 12, 1998, entered into between Doe Run Mining S.R. Ltda (hereinafter, "DRM') and Banco de Crédito Overseas Limited (hereinafter, the "Bank" or "BCOL'), together with DRM’s Promissory Note, dated March 12, 1998, in an amount of USD 125,000,000.00 as the original principal (hereinafter, the “Promissory Note”) issued under the loan document. Doe Run Peru S.R.L is the assignee of DRM under the merger effective on June 1, 2001. Doe Run Peru S.R.L is the absorbing company. We hereby inform you of our decision to cancel loan W 528286 in an amount of USD 125,000,000.00 made by your bank in connection with the loan document and promissory note. The Doe Run Resources Corporation (hereinafter, "DRR”), a related company, will pay such loan on our behalf. Once the loan has been cancelled, we would appreciate if you could mark the promissory note as canceled and return the original document as soon as practicable. We also authorize BCOL to withdraw from our checking account with Banco de Crédito - Lima N'193-1 020042-1-64 the amount necessary to pay off the interest owed under loan No. 528286 which has not been paid by DRR. Best Regards, [Signature] Kenneth E. Hecker Doe Run Peru S.R.L [Signature] Anthony W. Worcester Doe Run Peru S.R.L

With copy to Banco de Crédito"

Based on the foregoing, it has been established that, through a communication dated September 12, 2002, addressed to Banco de Crédito Overseas Limited, DRP informed the bank that DRRC would pay off the debt owed by DRP to the bank under the Contract for a Loan in Foreign Currency dated March 12, 1998.

6. The case file includes a letter dated September 12, 2002, which is stated below:

"THE DOE RUN COMPANY



SUITE 300 1801 PARK 270 DRIVE ST. LOUIS, MO 63145

FAX 314-453-7198

September 12, 2002 To: Banco de Crédito Overseas Limited 410 Park Avenue, 9th Floor New York, New York United States Re: Termination and offset of Term Deposit Contract Ref: Account No 100986 Dear Sirs: We are writing to you with reference to the Term Deposit Contract dated March 12, 1998 (hereinafter The "Deposit Contract'), entered into between The Doe Run Resources Corporation (hereinafter "DRR') and Banco de Crédito Overseas Limited (hereinafter the "Bank') whereby DRR deposited an amount of one hundred twenty-five million and 00/100 United States Dollars as principal with the Bank’s account; and the Contract for a Loan in Foreign Currency dated March 12, 1998, entered into between The Doe Run Mining S.R. Ltda. (hereinafter "DRM') and the Bank (hereinafter, the "Loan Document), together with DRM’s Promissory Note dated March 12, 1998, in an amount of USD 125,000,000.00 as principal (the “Promissory Note”), issued in connection with the Loan Document. Doe Run Peru S.R.L. (hereinafter "DRP'} is the assignee of DRM under the merger effective June 1, 2001. In this regard, we inform our decision to cancel DRR’s Deposit Account No. 67600999 with your Bank under the Deposit Contract mentioned above in an amount of one hundred twenty-five million and 00/100 United States Dollars (USD 125,000,000.00) effective September 12, 2002, plus any accrued interest, and offset any principal and interest with the Loan Document and the Promissory Note of DRP, as the assignee of DRM. This offset will be effective on the date of this letter. Therefore, the funds of DRR’s deposit account will be used to pay off DRP’s credit facility No. 528286 with the Bank, in the same amount. Best regards, [Signature] Jeffrey L. Zelms Jeffrey L. Zelms Vice-president, President and General Director 314-453-7140 [email protected]

480908.5"

Based on the foregoing, it has been established that DRRC sent a communication to Banco de Crédito Overseas Limited to provide instructions for the cancellation of the debt owed by DRP. This cancellation would be made through the offset of the Term Deposit held by DRRC with the bank, considering the amount of principal of the owed debt by DRP and any accrued interest.

7. The case file includes two letters dated September 12, 2002, whereby Banco de Crédito Overseas Limited communicates DRP that it had received all the documents and instructions



necessary to cancel and settle any outstanding debt related to the Contract for a Loan in a Foreign Currency in an amount of USD 125,000,000.00.

(1) "BANCO DE CRÉDITO OVERSEAS LIMITED

Nassau- Bahamas

September 12, 2002 To: Doe Run Peru SRL Av. Victor Andres Belaunde 147 Torre Real Piso 9, San Isidro Lima. Peru.- Attention: Mr. Erik Peitz Dear Sirs: We hereby inform you that we have received through facsimile the documentation necessary to cancel and settle any outstanding debt related to the Contract for a Loan in Foreign Currency in an amount of USD 125,000,000.00 effective September 12, 2002. As agreed upon, we will proceed to cancel the transaction effective September 12 upon reception of the original documents. Best regards, [Signature] Walter Bayly Senior Vice-president''

(2) "BANCO DE CRÉDITO OVERSEAS LIMITED Nassau- Bahamas

September 12, 2002

Doe Run Peru SRL

Av. Victor Andres Belaunde 147 Torre Real Piso 9, San Isidro

Lima. Peru.- Attention: Mr. Erik Peitz

Dear Sirs: We hereby inform you that we have received the necessary documents and instructions to cancel and settle all the outstanding debts related to the Contract for a Loan in Foreign Currency dated March 12, 1998, in an principal amount of USD 125,000,000.00 entered into between Doe Run Mining S.R. Ltda. (Assignee of Doe Run Peru S.R.L) and Banco de Crédito Overseas Limited (BCOL), plus any outstanding interest. These instructions were made effective on September 12, 2002.



See attached the original of the promissory note dated March 12, 1998, which has been cancelled, and used to secure this transaction. Best regards, [Signature] Reynaldo Llosa Vice-president Banco de Crédito Overseas Limited"

Based on the foregoing, it has been established that, on September 12, 2002, Banco de Crédito Overseas Limited communicated DRP that it had received all the documents and instructions necessary to cancel and settle any outstanding debt in favor of the bank under the Contract for a Loan in a Foreign Currency entered into on March 12, 1998, on account of principal, as well as any accrued interest. Likewise, this bank forwarded to DRP the original of the Promissory Note dated March 12, 1998, which secured such obligation, as duly cancelled.

8. The case file contains a subordinated promissory note issued by DRP to DRRC dated September 12, which is transcribed below:

SUBORDINATED PROMISSORY NOTE

For value received, DOE RUN PERU S.R.L., with. Taxpayer Registration Number 20376303811, with domicile in Avenida Víctor Andrés Belaunde 147, Via Principal 155, Centro Empresarial Real, Torre Real Tres, Piso 9, San Isidro, duly represented by Kenneth Ernest Hecker, identified with Identity Card for Residents Non Immigrants N-100471, and Anthony Wayne Worcester, identified with Identity Card for Residents Non Immigrants N-97937, with power of attorney registered in the Electronic Act N. 11015369 of the Mercantile Companies Book of the Lima Registry of Legal Entities (the " Borrower" ), hereby promises to pay to or to the order of The Doe Run Resources Corporation, a company organized under the laws of the State of New York and with offices and domicile at 1801 Park 270 Drive Suite 300, St. Louis, MO 63146 United States of America (the " Holder" ) or at such other location as the Holder shall have designated from time to time in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of One hundred thirty-nine million, sixty-two thousand, five hundred and no/100 U.S. Dollars (USD 139,062,500.00) or such lesser principal amount as may then be outstanding hereunder. The Outstanding Principal Amount shall hear no interest until the Initial Due Date, as defined below. If the same is not paid on or prior to the Initial Due Date, such Outstanding Principal Amount shall thereafter bear interest at a floating rate of interest per annum equal to the sum of (a) the rate (i) as quoted to the Borrower by Citibank, N.A., New York office or other major New York or London commercial bank designated by the Borrower front time to time, at which such hank is offered U.S dollar deposits in. the London Interbank Eurodollar Market in an amount equal to the principal amount to which such rate shall be applied, for one week borrowings or (ii) as obtained by the Borrower from the display that appears as page "LIBOR" on the Reuters Monitor Money Rates Service (or such other page as may replace the LIBOR page on that service for the purpose of displaying London Interbank Offered Rates of major banks) as of 11:00 am. London, England time ("LIBOR" ) plus (b) 4%, calculated in arrears on the basis of a 360-day year for the actual number of days involved and shall be paid in arrears semi-annually calculated from the Initial Due Date, or upon payment in full, whichever comes first. Except for such prepayments as are specifically permitted pursuant to the terms of this Note, the Outstanding Principal Amount shall be repaid on



The Initial Due Date or at any time during the 359-day period following the Initial Due Date, on demand. The "Initial Due Date" shall be October 1, 2005 or such later date as extended by application of the provisions of Section 2(a)(ii).

For purposes of this Note, the term "Outstanding Principal Amount" at any time shall mean the amount of USD 139,062,500.00, less the amount of any principal repaid pursuant to the provisions of this Note.

Application of Payments under this Note is set forth in Section 1. This Note is subordinated as provided in Section 2. The Outstanding Principal Amount may be reduced as provided in Section 1. Events of Default are set out in Section 4. Responsibility for withholding taxes is set out in Section

5. Miscellaneous provisions are set out in Sections 6, 7 and 8.

Presentation, demand, protest and notice of dishonor are hereby waived by the Borrower. 1. Application of Payments. All payments received by the Holder pursuant to this Note shall be applied in the following manner:

(a) firstly, if an Event of Default, as defined in Section 4, has occurred, to all costs and expenses of the Holder or its agents, including legal fees and disbursements, arising as a result thereof;

(b) secondly, to current interest accrued on any amount being paid; and

(c) thirdly, to reduce the Outstanding Principal Amount.

2. Subordination.

(a) The Borrower agrees, and the Holder by accepting this Note agrees, that the indebtedness evidenced by this Note:

(i) is expressly subordinated and subject in right of payment as to all amounts payable hereunder to the prior payment in full of all Senior Debt, except to the extent and in the manner set forth in this Section 2;

(ii) that in case of renewal or extension of the Senior Debt, the interest-free term of this Note shall be automatically extended for the same period as such renewal or extension;

(iii) that the subordination set out in this Section 2 is for the benefit of the holders of the Senior Debt; and

(iv) so long as any Senior Debt is outstanding, no payment of principal or interest under this Note shall be made except from Cash Flows Available for Distribution, as the same is defined in the Senior Debt.

(b) The Holder agrees that it will not ask, demand, sue for, take, receive or retain from the Borrower, by set-off or in any other manner, payment of all or any part of the Outstanding Principal Amount, any interest, or any other amount payable in respect of this Note, other than payments made at the times, in the amounts and to the extent permitted under the provisions hereof, unless and until all of



the Senior Debt has been paid in full or unless the holders of Senior Debt provide written consent to such payment or unless such payment is made from Cash Flows Available for Distribution as provided above. The Holder directs the Borrower to make, and the Borrower agrees to make, such prior payment of the Senior Debt in priority to any payments due hereunder. The Holder will not request or accept any security from the Borrower in respect of the obligations of the Borrower under this Note unless the holders of the Senior Debt provide written Consent to such security. The Holder unconditionally waives notice of the incurring of Senior Debt or any part thereof.

(c) For the purposes of this Note, the term “Senior Debt” shall mean the principal of and interest on, and other payments arising under (including any interest accruing after the filing of a petition in bankruptcy or the commencement of any insolvency or bankruptcy proceedings with respect to the Borrower), and all commissions, fees, indemnities, premiums and other amounts payable in respect of, any amounts now or hereafter owing by the Borrower under the Working Capital Facility between the Borrower and Banco de Crédito del Perú (BCP) and its successors and assigns, together with any extension, modification or renewal of the same. (d) In the event of: - any insolvency or bankruptcy case or proceedings or any receivership, liquidation, reorganization, moratorium or other similar case or proceeding in connection therewith, relative to the Borrower, or to its assets; - any liquidation, dissolution or other winding up of the Borrower, whether partial or complete and whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or - any general assignment by the Borrower for the benefit of its Creditors or any other general marshalling of assets and liabilities of the Borrower, Then and in such event the holders of the Senior Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt before the Holder of this Note shall be entitled to receive any payment of any kind or character on account of this Note, whether in cash, property or securities. (e) In the event and during the continuation of any default in the payment when due of any amount payable in respect of any Senior Debt, or in the event that any event of default under any Senior Debt (or any event or condition that, with the giving of notice or lapse of time, or both, would constitute an event of default under any Senior Debt) shall have occurred and be continuing, unless and until payment in full of the Senior Debt shall have been made or such event of default under any Senior Debt (or any event or condition that, with the giving of notice or lapse of time, or both, would constitute an event of default under any Senior Debt) shall not be continuing, as the case may be, then no payment shall be made by the Borrower on or in respect of this Note. (f) Whether or not any default in payment shall exist under Senior Debt or any event of default under any Senior Debt (or any event or condition that, with the giving of notice or lapse of time, or both, would constitute an event of default under any Senior Debt) shall have occurred, the Holder shall not, without the prior written consent of the holders of the outstanding Senior Debt, take any collateral security for this Note. (g) No failure on the part of the holders of Senior Debt, and no delay in exercising any right, remedy or power hereunder shall operate as a waiver thereof by the holders of Senior Debt, nor shall any single or partial exercise by the holders of Senior Debt of any right, remedy or power hereunder preclude any other or future exercise of any other right, remedy or power. Each and every right, remedy and power hereby granted to the holders of Senior Debt, or allowed to the holders of Senior Debt by law or other agreement shall be cumulative and not exclusive the one of the other. (h) Without in any way limiting the generality of the foregoing Subsection, the holders of Senior Debt may, at any time and from time to time, without incurring responsibility to the Holder, and



without impairing or releasing the subordination provided herein or the obligations hereunder of the Holder, do any one or more of the following: - Change the manner, place or terms of payment of or extend the time of payment of, or increase, renew or alter, the Senior Debt, or otherwise amend or supplement in any manner the Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding; - Sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing nay Senior Debt; - Release any person liable in any manner for the Senior Debt; and - Exercise or refrain from exercising any rights against the Borrower and any other person. - Upon payment in full of all Senior Debt, the Holder shall be subrogated to the rights of the holders of Senior Debt to receive any distribution of remaining assets of the Borrower, or payments by or on behalf of the Borrower, made on the Senior Debt, until this Note shall be paid in full. (j) These subordination provisions are intended solely to define the relative rights of the Holder and its successors and assigns on the one hand and the holders of the Senior Debt and their respective successors and assigns on the other. 3. Endorsement of Annex. The Holder shall endorse on Annex A attached hereto all payments of Outstanding Principal Amount. Such endorsements shall be presumptive evidence as to the Outstanding Principal Amount from time to time, but the failure to make such endorsements shall not affect the obligations of the Borrower hereunder.

4. Events of default and remedies

(a) Each of the following events shall be an “Event of Default”:

- If default occurs in the payment of the Outstanding Principal Amount or on interest or any other amount on this Note when due and payable, and such default continues for a period of five banking days, whether or not the Holder gives notice of such default;

- If the Borrower commences a proceeding under the bankruptcy law of Peru, as now or hereafter amended (which as of the date of this Note is referred to as “Texto Único Ordenado de la Ley de Reestructuración Patrimonial”) or under any other insolvency or similar law (whether now or hereafter in effect) of any jurisdiction relating to the Borrower, or there is commenced against the Borrower any such proceeding which remains undismissed for the period of time permitted for denial under the applicable law, if any, or if the Borrower is adjudged bankrupt or insolvent, or

- the Borrower resolves to dissolve or is dissolved or makes a general assignment for the benefit of Creditors, or any action is taken by the Borrower for the purpose of effecting any of the foregoing (other than a merger or consolidation as permitted under the terms of the senior debt) or

- a receiver or trustee or other officer or representative of a court or of Creditors, or any court or governmental agency, shall under color of legal authority take and hold possession of any substantial part of the property or assets of the Borrower for a period in excess of 180 days, or

- an event of default occurs pursuant to the senior debt (but in all cases, any payment of this Note shall be subject to the subordination in favor of such senior debt as set out in Section 2).

(b) If any event of default occurs or is continuing, then the Holder may declare the principal amount of the Note to be due and payable immediately by written notice to the Borrower and upon any such declaration, such Outstanding Principal Amount shall become immediately due and payable as specified in the first paragraph of this Note, all of the foregoing subject always to the subordination set out in Section 2. At any time after such a declaration of acceleration has been made and before



a judgment or decree for payment of the money due has been obtained the Holder may, by written notice to the Borrower, rescind and annul such declaration and its consequences. No such rescission shall affect any subsequent default or impair any right consequent thereon.

(c) The Borrower covenants that if the Holder declares that repayment of the Outstanding Principal Amount is accelerated, the Borrower will, upon demand of the Holder, but subject to Section 2, pay to the Holder the whole amount then due and payable on this Note, and, henceforth interest shall accrue not only on the Outstanding Principal Amount but, to the extent that payment of such interest shall be legally enforceable, also upon any overdue installments of interest, at the rate of interest set out in this Note. The Borrower further covenants and agrees to pay, upon any event of default and in addition to the foregoing, such further amounts as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Holder, its agents and counsel.

(d) The Holder may waive any past default hereunder and its consequences, and, upon any such waiver, such default shall be deemed not to have occurred, and any event of default arising therefrom shall be deemed to have been cured for every purpose of this Note, but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

5. Withholding taxes. The Outstanding Principal Amount and any interest on this Note shall be payable without deduction or withholding for or on account of any present or future taxes, duties, fees or other charges levied or imposed on this Note or the Holder by the Republic of Peru or any political subdivision or taxing authority thereof or therein. If the Borrower is required by law to make any such deduction or withholding, it will pay such additional amounts as may be necessary so that the net payment of the Outstanding Principal Amount to the Holder and every net payment of interest on this Note paid to the Holder will not be less than the amount provided for herein to be then due and payable, provided that if the Holder is otherwise liable to taxation in the Republic of Peru by reason of any relationship with or activity within the Republic of Peru other than its ownership of this Note, and the Borrower is required to withhold or deduct taxes solely by reason of such relationship or activity, the Borrower shall not be obliged to pay to the Holder additional amounts equal to the withheld amounts. To the extent that the Holder receives any reimbursement or other amount on account of taxes remitted on the Holder’s behalf by the Borrower such that the Holder makes double recovery, such reimbursement or other amount shall be applied by the Holder to the repayment of monies owning under this Note.

6. Binding effect; assignments. This Note shall be binding upon the successors and assigns of the Borrower and shall inure to the benefit of the successors and assigns of the Holder.

7. Certain definitions. For the purposes of this Note, the term “Banking Day” shall mean any day on which banks are generally open for business in both New York, New York, United States of America, and Lima, Peru. As used in this Note, the terms “Borrower” and “Holder” shall be deemed to include their respective successors and assigns.

8. Governing law. This Note and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, USA, other than principles of conflicts of law, and the Borrower hereby undertakes and agrees that this Note may be enforced in any state or federal district court in the Borough of Manhattan. With respect to this Note and the enforcement thereof, the Borrower irrevocable submits to the non-exclusive jurisdiction of the state and/or federal district courts of the Borough of Manhattan and irrevocably waives any



objection which it may have now or hereafter to such jurisdiction and agrees not to claim that any such court is not a convenient or appropriate forum.

DOE RUN PERU S.R.L

Represented: (illegible signature)

Kenneth Ernest Hecker

Date: September 12, 2002

Represented by: (illegible signature)

Anthony Wayne Worcester

Date: September 12, 2002"

Based on the foregoing, it has been established that DRP accepted to issue a Subordinated Promissory Note to DRRC in the amount of the loan plus accrued and unpaid interest in an amount of USD 139.062.5000.00[sic], pursuant to the following:

Item Amount (USD) Original Promissory Note (DRM) 125,000,000.00 Accrued (capitalized) interest 14,062,500.00 Total 139,062,500.00

9. The case file contains two amended subordinated promissory notes issued by DRP to DRRC dated December 9, 2005 and April 28, 2006. In these securities, apart from the expiration date, the following is amended:

“(…)

2. Subordination

(…)

(c) For the purposes of this Note, the term “Senior Debt” shall mean the principal of and interest on, and other payments arising under (including any interest accruing after the filing of a petition in bankruptcy or the commencement of any insolvency or bankruptcy proceedings with respect to the Borrower), and all commissions, fees, indemnities, premiums and other amounts payable in respect of, any amounts now or hereafter owing by the Borrower under (i) that certain Working Capital Facility between the Borrower and Banco de Crédito del Perú (BCP) and its successors and assigns, and (ii) that certain Working Capital Finance Facility Agreement between the Borrower and Servicios Mineros Integrados S.A.C., and in each of (i) and (ii), together with any extension, modification, or renewal of the same.

(…)”



Based on the foregoing, it has been established that the parties agreed to amend several aspects of the original Subordinated Promissory Note, and entered into several amendments, such as to the expiration date, among others.

10. The case file includes an assignment of credits by DRRC to DRAC, as detailed below:

“ASSIGNMENT

ASSIGNMENT dated February 8, 2007 by THE DOE RUN RESOURCES CORPORATION7 (“Assignor”) to DR ADQUISITION CORP. (“Assignee”).

WHEREAS Assignor is a subsidiary wholly owned by Assignee.

WHEREAS Assignor is the indirect owner of substantially all the outstanding shares of Doe Run Perú S.R.L. (“Doe Run Perú”);

WHEREAS Assignor is the holder of the Subordinated Promissory Note dated September 12, 2002 as amended on April 28, 2006, issued by Doe Run Perú in favor of Assignor in an original principal amount of USD 139,062,500 (“Intercompany Promissory Note”).

WHEREAS Doe Run Perú owes Assignor accrued and outstanding fees on account of services formerly provided by Assignor to Doe Run Perú (Intercompany Receivables).

WHEREAS Assignor enters into a Security and Term Loan Contract on February 8, 2007 executed among Assignor, The Buick Resource Recycling, Facility LLC, Fabricated Products, Inc. as Borrowers, DR Land Holdings, LLC, as Guarantor, any Financial Institutions which may be from time to time parties thereto as Creditors, Wachovia Bank, National Association, as Administrative Agent and The CIT Group/Business Credit, Inc. as Co-Agent (“Term Loan Contract”).

WHEREAS, pursuant to the terms of the Term Loan Contract, Assignor must transfer Assignee the Intercompany Promissory Notes and the Intercompany Receivables in order to meet the loan conditions;

NOW, THEREFORE, Assignor hereby assigns and transfers to Assignee all the rights, ownership and interest of any kind, nature and description of Assignor over the Intercompany Promissory Note and the Intercompany Receivables.

IN WITNESS WHEREOF, the undersigned has ordered the execution of this Assignment on the date first above written.

THE DOE RUN RESOURCES CORPORATION

Represented by: (Illegible signature)

Theodore P. Fox, III, Vicepresident

7 With reference to DRRC



Based on the foregoing, it has been established that, through a document dated February 8, 2007, DRRC assigned its credit rights to DRAC, thus conferring DRAC all the rights held by DRRC against DRP.

11. The case file includes an assignment of credits issued by DRAC to DRCH, as detailed:

“ASSIGNMENT

ASSIGNMENT dated March 16, 2007 by DR ADQUISITION CORP (“Assignor”) to DR Cayman Holdings LLC. (“Assignee”).

WHEREAS Assignor is Assignee’s parent company.

WHEREAS on February 8, 2007, The Doe Run Resources Corporation (“Doe Run”) assigned in favor of Assignor under an Assignment executed on such date: i) a “Subordinated Promissory Note” dated on September 12, 2002, as amended on April 28, 2006, issued by Doe Run Perú in favor of Doe Run in an original principal amount of USD 139,062,500 (hereinafter, “Intercompany Note”) and certain fees accrued and outstanding for formerly services rendered (“Intercompany Receivables”) by Doe Run to Doe Run Perú S.R.L ("Doe Run Perú").

WHEREAS Assignor wishes to transfer such Intercompany Note and Intercompany Receivables to Assignee.

NOW, THEREFORE, Assignor hereby assigns and transfers to Assignee all the rights, ownership and interest of any kind, nature and description of Assignor over the Intercompany Note and the Intercompany Receivables.

IN WITNESS WHEREOF, the undersigned has ordered the execution of this Assignment on the date first above written.

DR ACQUISITION CORP. CORPORATION

Represented by: (Illegible signature)

Ira Leon Rennert, Sole Director”

Based on the foregoing, it has been established that DRAC assigned its credit rights as against DRP to DRCH, through a document dated March 16, 2007.

12. The case file includes an assignment of credits issued by DRCH to DRCL, as detailed below:

“ASSIGNMENT

ASSIGNMENT dated April 6, 2008(9) by Doe Run Cayman Holdings LLC (“Assignor”) to Doe Run Cayman Limited. (“Assignee”).

WHEREAS Assignor is Assignee’s parent company.



WHEREAS on February 8, 2007, Doe Run Resources Corporation assigned in favor of Doe Run Acquisition Corp. on the aforementioned date: i) a document called “Subordinated Promissory Note” dated September 12, 2002, as amended on April 28, 2006, issued by Doe Run Perú S.R.L (“Doe Run Perú”) to the order of Doe Run Resources Corporation in a principal amount of USD 139,062,500 (hereinafter, “Intercompany Note”) and certain commissions accrued and outstanding for formerly services rendered (“Intercompany Receivables”) by Doe Run Resources Corporation to Doe Run Perú.

WHEREAS on March 16, 2007, Doe Run Acquisition Corp. transferred in favor of Doe Run Cayman Holdings LLC under an assignment contract on such date: i) the Intercompany Note and (ii) the Intercompany Receivables.

WHEREAS Assignor wishes to transfer such Intercompany Note and Intercompany Receivables to Assignee.

NOW, THEREFORE, Assignor hereby assigns and transfers to Assignee all the rights, ownership and interest of any kind, nature and description of Assignor over the Intercompany Note and the Intercompany Receivables.

IN WITNESS WHEREOF, the undersigned states that it has approved this Assignment on the date first above written.

DOE RUN CAYMAN HOLDINGS LLC

Jonh A. Siegel Jr

Vice-president

Based on the foregoing, it has been established that, through a document dated April 6, 2009, DRCH assigned to DRCL, all the rights and credits mentioned above, in their entirety.

C. Analysis of the accounting documentation filed by the parties

The Accounting Assistant of the Commission prepared Report No. 025-2011/CCO-INDECOPI, where, in the conclusions section, she stated as follows:

“1. In connection with the claim asserted in an amount of USD 139,062,500.00 deriving from the loan purportedly made by Doe Run Resources Corporation to Doe Run Perú S.R.L., the accounting documentation filed showed the following:

a) Doe Run Mining S.R.L’s accounting books filed showed:

- The entry of the loan purportedly made by Banco de Crédito Overseas in an amount of USD 125,000,000.00 recorded as outstanding until May 2001.

- The payment of the loan in favor of Banker Trust Company amounting to, in the aggregate, USD 124,004,194.44.

b) Doe Run Perú S.R.L’s accounting books filed showed:



- The entry of the debt owed by Doe Run Mining S.R.L. to Banco de Crédito Overseas as a result of the merger executed with Doe Run Perú S.R.L in an amount of USD 125,000,000.00.

- The entry of the loan purportedly made by Doe Run Resources Corporation in an amount of USD 139,062,500.00.

- The entry originated by the decrease in the accounts payable to Banco de Crédito Overseas in an amount of USD 125,000,000.00 on account of principal and USD 14,062,500.00 on account of interest.

c) The accounting documentation filed by Doe Run Cayman Ltda. corresponding to Doe Run Resources Corporation showed the loan purportedly made in favor of Doe Run Perú in an amount of USD 139,062,500.00."

(…)

4. In connection with the assignments of credits executed between Doe Run Resources Corporation, Doe Run Acquisition Corporation, Doe Run Cayman Holdings LLC and Doe Run Cayman Limited, the accounting documentation filed showed:

a) Doe Run Perú S.R.L’s accounting books filed showed:

- In the Journal, Ledger, and Inventories and Balance Sheets: The entry of an account payable in favor of Doe Run Cayman Holdings LLC and Doe Run Cayman Limited in an amount of USD 139,062,500.00, which amount corresponds to the claim supported by the Promissory Note.

- The Audited Financial Statements show that Doe Run Resources Corporation transferred to Doe Run Acquisition Corporation accounts receivable in an amount of USD 139,063 and USD 17,482 and that the latter transferred both accounts to Doe Run Cayman Holdings. However, the accounting documentation filed did not show any registration of the assignment of credits in favor of Doe Run Acquisition Corporation.

b) Doe Run Cayman Ltda.’s accounting documentation filed showed:

- In the report named “Trial Balance Sheet for 1200 – St. Louis corresponding to The Doe Run Company (Doe Run Resources Corporation): The entry of an account receivable from Doe Run Perú S.R.L. in an amount of USD 156,531,517.84 up to October 2006 and the decrease of such amount in February 2007.

- In the Consolidated Financial Statements of The Doe Run Company (Doe Run Resources Corporation): The Consolidated General Balance Sheet for the period 2005 and 2006 did not show accounts receivable under the name of Doe Run Perú S.R.L.

- Moreover, Note No. 2 to the Financial Statements (expressed in thousands dollars) shows that Doe Run Resources Corporation transferred to Doe Run Acquisition Corporation the subordinated promissory notes in an amount of USD 139,063 to be collected from Doe Run Perú S.R.L, as well as the intercompany accounts receivable in an amount of USD 17,469. However, the accounting documentation filed showed no entry of the assignment of credits in favor of Doe Run Acquisition Corporation.

- The report Certification of Accounts Receivable from Doe Run Perú S.R.L shows that in the records of Doe Run Cayman Ltd. there are accounts receivable from Doe Run Perú S.R.L. in an amount of USD 139,062,500.00 and USD 17,482,590.00 except for an amount of USD 90,998.00 which is the net accounts receivable not properly supported.



- The Consolidated General Balance Sheet of Doe Run Cayman Holdings LLC shows in the 2007 and 2008 periods balances in favor of Doe Run Holdings in an amount of USD 156,545,089 and as from 2009 and 2010 balances in favor of Doe Run Cayman Ltd. in an amount of USD 156,545,089.

5. File No. 033-2010/CCO-INDECOPI corresponding to the ordinary bankruptcy proceedings of Doe Run Perú S.A. in the description of the obligations filed as of April 30, 2010 shows the entry of a long-term account payable “Related Credits” in an amount of USD 156,545,089.45 which accounts for the claims asserted by Doe Run Cayman Limited. However, it has just been stated that the claims amounting to USD 139,062,500.00 correspond to an assignment in favor of Doe Run Cayman Limited.

(…)”

D. Conclusions:

(i) As regards the non-accounting documentation kept in the file, it should be noted that the allegations stated by DRCL concerning the origin, existence, legitimacy and amount of the claims asserted derived from the Subordinated Promissory Note could be established. The foregoing is supported not only by the documentation filed by DRCL attached to its request but also by the documentation required during the investigation process developed by the Commission.

(ii) As regards the accounting documentation, both DRM’s and DRP’s showed the accounting entry of the amount invoked amounting to USD 139,062,500.00 on account of principal, as a credit in favor of DRCL.

Based on the recitals of this resolution, as well as on the aforementioned conclusion, the request filed is declared grounded and, therefore, the claims asserted in an amount of USD 139,062,500.00 on account of principal are acknowledged, pursuant to Sections 15.1, 37 and 39 of the General Bankruptcy Law.

III.4.2 International Sales Agency Contract (or Procurement Contract), Hedging Service Contract (or Original Protection Services Contract)

DRCL requested the acknowledgement of claims in an amount of USD 16,677,117.14 on account of principal supported by the reference contracts and the different documents including the assignment of rights. The detail of the claims asserted is as follows:

No. Item Amount USD

1 International Sales Agency Contract (or Procurement Contract)

15,841,317.14

2 Hedging Service Contract (or Original Protection Services Contract)

835,800.00



Total 16,677,117.14

As regards the claims asserted, DRCL stated as follows:

International Sales Agency Contract (or Procurement Contract)

1. Through the International Sales Agency Contract (or Procurement Contract) dated November 1, 2000, DRP hired DRRC for it to provide the necessary services for the commercialization and sale of some metallurgical products it produced in any territory outside Peru, with DRRC acting, based on such hire, as the exclusive agent of DRP in connection with such products at an international level.

2. Under this contract, DRRC would receive as payment for the provision of its services, for the effective term of the contract, in favor of DRP, a commission of 2.25% of the sales income, that is, the sales price of the products, excluding any charges on account of VAT (value added tax), shipment, transportation, freight, insurance or the like but including any discount or premium for sales.

3. The effective term established in the contract mentioned was two years as from the execution thereof; this term would be automatically extended on an annual basis after the initial effective term unless the parties agree otherwise before any anniversary date. The contract remained effective until December 31, 2006.

4. As a result of the provision of services, for the period comprised between October 2002 and January 2004, commissions in favor of DRRC in an amount of USD 15,841,317.14 were accrued.

5. This amount is included in several invoices which are outstanding as of this date. 6. Based on the assignment of credits executed by DRRC in favor of DRAC, DRAC in favor of

DRCH and DRCH in favor of DRCL, DRCL’s collection rights for the invoices mentioned is evidenced as of this date.

Hedging Service Contract (or Original Protection Services Contract)

7. Moreover, under a Hedging Service Contract dated November 1, 2000, DRP hired DRRC for the latter to provide trading and hedging services concerning the products produced by DRP; these services meant that DRRC would assume the hedging, within the trading strategy parameters and the trading/hedging exposure limits in question, of all or part of the products produced by DRP applying different mechanisms usually employed by DRRC, which could include the trading of basic products and options thereon, negotiating with futures, future transactions and deferred sight transactions, swap contracts and derivative instruments on and off the stock exchange and the protection of exchange rates and currency for DRP.

8. This contract established that DRRC would receive as payment for the provision of its services, for the effective term of the contract mentioned above, a flat rate commission on a monthly basis in an amount of USD 42,000.00 (forty two thousand 00/100 US Dollars).

9. The effective term established in the contract mentioned in 1.3.1 was two years as from the execution thereof; this term would be automatically extended on an annual basis after the initial effective term unless the parties agree otherwise before any anniversary date. The contract remained effective until January 1, 2006.

10. Based on the foregoing, for the provision of this service from September 2002 to June 2004, DRP issued, on account of commission in favor of DRRC, different invoices which, as of this date are outstanding and which, in the aggregate, amount to USD 835,800.00, with DRRC becoming the creditor as against DRP on this account.

11. Based on the assignment of credits executed by DRRC in favor of DRAC, DRAC in favor of DRCH and DRCH in favor of DRCL, DRCL’s collection rights for the invoices mentioned is evidenced as of this date.



In order to justify its request, DRCL filed a copy of the following documents:

- Assignment (English version) issued by DRRC to DRAC on February 8, 2007 - Translation of the above-mentioned assignment - Assignment (English version) issued by DRAC to DRCH on March 16, 2007 - Translation of the above-mentioned assignment - Assignment (English version) issued by DRHC to DRAC on April 6, 2009 - International Sales Agency Contract (English version) dated November 1, 2000 - Translation of the above-mentioned contract - Hedging Service Contract (English version) dated November 1, 2000 - Translation of the above-mentioned contract - Report on the Certification of Accounts Receivable from DRP as of July 31, 2010, issued by

VCR – Vizcarra y Asociados S. Civil de R.L. - DRRC’s financial statements as of December 31, 2004, 2005, and 2006 - DRCH’s General Balance Sheet as of October 31, 2007, 2008 and 2009 - DRCL’s General Balance Sheet as of October 31, 2007, 2008 and 2009 - Description and outstanding invoices accrued for the execution of the International Sales

Agency Contract in an aggregate amount of USD 15,841,317.14. - Description and outstanding invoices accrued for the execution of the Hedging Service

Contract in an aggregate amount of USD 835,000.00. A. Powers of the Commission to investigate the requested claims As stated above, Section 38.5 of the General Bankruptcy Law establishes that the Commission will, through all possible means, investigate the existence, origin, legitimacy, and amount of the claims asserted by creditors who are related to the debtor. Then, it will issue the relevant resolution.

Given that the claims under analysis were asserted by a creditor who is related to the debtor, on December 28, 2010, DRCL and DRP were requested to file several documents and information related to the claims asserted.


- Acknowledgment of the opening and folios of DRM’s Ledger and Journal for March 1998. - Acknowledgment of the opening and folios of DRM’s Inventory and Balance Sheet for 1998,

1999, 2000 and 2001. - Acknowledgment of the opening and folios of DRP’s Ledger and Journal for June 2001 - Acknowledgement of the opening and folios of DRP’s Ledger and Journal for September

and October 2002. - Acknowledgement of the opening and folios of DRP’s Inventory and Balance Sheet from

2000 to 2009. - Notes to DRP’s Financial Statements as of December 31, 2009.


- Journal entry as of March 31, 1998 - Journal entry as of September 30, 2002



- Ledger entry as of April 13, 1998 - Journal entry as of February 28, 2007 - Account details (Account No. 19400) - Journal report as of February 28, 2007 - Twenty-five agreements for international sales with third parties not related to the execution

of the International Sales Agency Contract. - Communication forwarded by DRRC to DRP dated July 6, 2004, informing the suspension

of execution of the International Sales Agency Contract. - Chart. Monthly summary of invoices relating to accrued commissions (International Sales

Agency Contract) - DRP’s Record of Foreign Sales for the period comprised between September 2002 and

June 2004 relating to the International Sales Agency Contract - Managerial report concerning monthly hedging transactions derived from DRP’s productive

activities (copper, lead, zinc, silver and gold) - Communication forwarded by the lawyers’ firm Maples and Calder dated January 5, 2011

stating that, under the laws of the Grand Cayman Islands, the accounting records kept by DRCL do not need to be notarially authenticated or audited.

- Translation of the above-mentioned document


- Translation of the Journal entry as of March 31, 1998 - Translation of the Journal entry as of September 30, 2002 - Translation of the Ledger entry as of April 13, 1998 - Translation of acknowledgement of the movements of funds dated March 12, 1998 - Translation of the Journal entry as of February 28, 2007 - Translation of the details of Account No. 19400 - Translation of the Journal report dated February 28, 2007 - Translation of the International Sales Agency Contracts No. 63553; 62411; 62631; 63185;

63187; 62716; 62761, 62818; 62738, 63550; 63614; 63547; 62807; 62791; and 63432. - Translation of the communication send by DRRC to DRP dated July 6, 2004 - Translation of the reports on hedging transactions sent by DRRC on a monthly basis - Translation of the communication sent by The Doe Run Company dated January 6, 2011 - Translation of the summary of The Doe Run Company’s Ledger from 1998 to 2007 - Translation of the The Doe Run Company’s Journal entries from 2002 to 2007 - Translation of the summary of DRRC’s Ledger from 2001 to 2006 - Translation of DRRC’s Consolidated Financial Statements as of December 31, 2004; 2005

and 2006 - Translation of DRCH’s Consolidated Financial Statements for fiscal years 2007, 2008, 2009

and 2010

On February 8, 2011, DRP filed a copy of new folios of DRM’s Ledger for March 1998.

On February 17, 2011, DRCL filed, among other documents, a copy of the following:

- List of the names of each of the accounts recorded in DRRC’s Journal entries dated September 30, 2002, and March 31, 1998

- Translation of the above-mentioned document - DRP’s Journal and Ledger entries for April 2009 and July 2010



B. Analysis of the non-accounting documents filed by the parties B.1 The file contains an International Sales Agency Contract – English Version dated November 1, 2000 together with its translation, which contract states as follows:

“INTERNATIONAL SALES AGENCY CONTRACT”

This international sales agency contract is entered into on November 1, 2000 (the “effective date) between Doe Run Perú S.R.L. (hereinafter, “Principal”) and The Doe Run Resources Corporation (hereinafter, “Agent”): Whereas: Principal intends to hire an experienced and qualified agent for it to provide the services listed in this contract in connection with the commercialization and sale of some of Principal’s products within the specified territory; and The Agent states that it has the staff, expertise, qualifications and information necessary to provide the services required by Principal and that it is prepared, willing and trained to assume principal’s representation and provide the services as required and pursuant to the terms and conditions set forth herein. Now, therefore, in consideration of the promises made and other agreements contained in this document and in order to become legally bound, the parties hereby agree as follows: 1. Hire of an agent and services: Pursuant to the terms and conditions set forth in this contract, Principal hereby hires Agent and Agent hereby agrees to provide the necessary services for the commercialization and sale of some of Principal’s metallurgical products, together with other auxiliary services, as indicated in section 4 and annex 1 (collectively, the “Services”). (…) 3. Effective Term: The initial effective term of this contract shall commence on the effective date mentioned above and continue for a period of two years unless the contract is terminated pursuant to the provisions set forth herein. This contract will be renewed automatically on an annual basis after the initial effective period unless the parties agree otherwise before any anniversary date. (…) This contract specifically annuls and supersedes in full the international sales agency contract and hedging service contract dated April 1, 1998, which contract shall be cancelled as from the effective date hereof.” (…) Doe Run Perú S.R.L Doe Run Resources Corporation Based on the foregoing, it is established that (i) through the International Sales Agency Contract (or Procurement Contract) dated November 1, 2000, DRP hired DRRC for it to provide the necessary services for the commercialization and sale of some metallurgical products it produced in any territory outside Peru, with DRRC acting, based on such hire, as the exclusive agent of DRP in connection with such products at an international level; (ii) under this contract, DRRC would receive as payment for the provision of its services, for the effective term of the contract, in favor of DRP, a commission of 2.25% of the sales income and (iii) the effective term established in the contract mentioned was two years as from the execution thereof; this term would be automatically extended on an annual basis after the initial effective term unless the parties agree otherwise before any anniversary date. The contract remained effective until December 31, 2006. B.2 Moreover, DRCL submitted a summary of the outstanding commissions, as detailed below:



N° Period FOB sales after adjustments USD

FOB sales (estimated) USD

Commission 2.25%

USD

1 Sep-02 29 075 565.30 29 075 000.00 654 187.50

2 Oct-02 30 247 667.36 30 200 000.00 679 500.00

3 Nov-02 27 588 829.32 27 584 000.00 620 640.00

4 Dec-02 31 981 957.60 31 932 000.00 718 470.00

5 Jan-03 34 022 776.38 34 023 000.00 765 517.50

6 Feb-03 30 752 627.35 30 753 000.00 691 942.50

7 Mar-03 33 973 902.34 33 975 000.00 764 437.50

8 Apr-03 32 247133.28 32 247 000.00 725 557.50

9 May-03 34 543 823.34 34 544 000.00 777 240.00

10 Jun-03 33 215 766.44 33 215 000.00 747 337.50

11 Jul-03 31 772 499.74 31 772 000.00 714 870.00

12 Aug-03 36 745 536.76 36 733 000.00 826 492.50

13 Sep-03 37 984 118.37 37 873 000.00 852 142.50

14 Oct-03 37 270 632.63 37 393 000.00 841 342.50

15 Nov-03 34 261 288.54 34 261 000.00 770 872.50

16 Dec-03 40 224 739.24 40 225 000.00 905 062.50

17 Jan-04 37 937 226.27 37 953 000.00 853 942.50

18 Feb-04 43 483 493.26 43 252 000.00 973 170.00

19 Mar-04 50 112 125.72 50 344 000.00 1 132 740.00

20 Apr-04 39 418 644.29 39 416 000.00 886 860.00

21 May-04 47 726 168.42 47 697 000.00 1 073 182.50

22 Jun-04 40 817 812.96 40 294 000.00 906 615.00

TOTAL 795 404 334.91 794 761 000.00 17 882 122.50



B.3. Additionally, based on the foregoing, the claims asserted, derived from the International Sales Agency Contract (or Procurement Contract), are supported by twenty-four invoices issued by DRRC to be paid by DRP, copies of which appear in the file. The detail of these documents is as follows:

N° Invoice / Credit Note

Date Amount

USD

Down Payment

Balance

USD

1 DRP4033 2002-09-30 654 187.50 21 333.61 632 853.89

2 DRP4036 2002-10-31 679 000.00 00.00 679 000.00

3 DRP200303 2002-11-30 621 140.00 00.00 621 140.00

4 DRP200306 2002-12-31 710 617.50 00.00 710 617.50

5 DRP200307 2002-12-31 7 852.50 00.00 7 852.50

6 DRP200310 2003-01-31 765 517.50 00.00 765 517.50

7 DRP200313 2003-02-28 691 942.50 00.00 691 942.50

8 DRP200331 2003-03-31 764 437.50 00.00 764 437.50

9 DRP200320 2003-04-30 725 557.50 00.00 725 557.50

10 DRP200323 2003-05-31 777 240.00 00.00 777 240.00

11 DRP200327 2003-06-30 747 337.50 00.00 747 337.50

12 DRP200330 2003-07-31 752 445.00 00.00 752 445.00

13 DRP200334 2003-08-31 826 492.50 00.00 826 492.50

14 DR200331 2003-07-31 (37 575.00) 00.00 (37 575.00)

15 DRP200339 2003-09-30 852 142.50 00.00 852 142.50

16 DRP200343 2003-10-31 841 342.50 00.00 841 342.50

17 DRP200403 2003-11-30 770 872.50 00.00 770 872.50

18 DRP200408 2003-12-31 905 062.50 271 518.75 633 543.75

19 DRP200413 2004-01-31 853 942.50 256 182.75 597 759.75

20 DRP200418 2004-02-29 973 170.00 291 951.00 681 219.00

21 DRP200423 2004-03-31 1 132 740.00 339 822.00 792 918.00

22 DRP200427 2004-04-30 886 860.00 266 058.00 620 802.00



23 DRP200432 2004-05-31 1 073 182.50 321 954.75 751 227.75

24 DRP200437 2004-06-30 906 615.00 271 984.50 634 630.50

TOTAL 17 882 122.50 2 040 805.36 15 841 317.14

Based on the foregoing, it has been established that, as a result of the provision of the services for the period comprised between October 2002 and January 2004, commissions in an amount of USD 15,841,317.14 were accrued in favor of DRRC. B.4. On the other hand, a Hedging Service Contract (English version) dated November 1, 2000 together with its translation appears on the file. This contract states as follows:

“HEDGING SERVICE CONTRACT”

This hedging service contract is entered into on November 1, 2000 (the “Effective Date”) between Doe Run Perú S.R.L (hereinafter, “Principal”) and The Doe Run Resources Corporation (hereinafter, “Agent”). Whereas: The parties have formerly executed one or more international sales agency contracts and hedging service contracts which, in order to better assume the responsibility for the services and manage the services in a more appropriate and efficient manner, have been terminated and superseded as from November 1, 2000 by this contract and an individual international sales agency contract; the Agent states that it has the staff, expertise, qualifications and information necessary to provide the hedging services required by Principal and that it is prepared, willing and trained to assume principal’s representation and provide the hedging services as required and pursuant to the terms and conditions set forth herein; it is further acknowledged that the hedging services being provided by the agent will contribute to obtain additional profits and protection for the income of Principal originating in Peru and are intended to increase the amount of the income obtained from its activities through a reduction in the costs of raw materials, the increase of sales premiums and the protection of prices through the hedging services contemplated herein (…) 2. Hedging services: Principal and agent shall, on a timely and at least annual basis, agree on a trading/protection exposure limit as well as on the parameters of the trading strategies, based on the Agent’s recommendations; if no agreement is reached, the exposure limit and strategy used by the Agent for its own hedging purposes will be used. The Agent shall assume the hedging, within the trading strategy parameters and the trading/protection exposure limits of all or part of the products produced by Principal and, if relevant, of the specific needs for raw materials of Principal applying the different mechanisms generally used by Agent, which could include the trading with the basic products and options thereon, trading with futures, future transactions and sight deferred transactions, swap contracts and derivative instruments on and off the stock exchanges and, if the parties so agree, the protection of the exchange rate and currency in favor of Principal. (…) The parties acknowledge that the purpose of the protection and the hedging services will be to protect and increase Principal’s Peruvian source income. (…) 4. Risk acknowledgement: Principal acknowledges that the trading and protection of basic products involves a high degree of risk and that Principal may incur a total loss of its position and investment. There is no guarantee that a certain level of income will be reached and the Agent refuses each and every guarantee in connection therewith. All the trading and protection shall be entirely borne



by Principal. Agent shall not assume any liability whatsoever for any result derived from these activities. Also, Principal acknowledges that Agent is not a futures trader on commission and that in order to conduct different transactions on the stock exchanges, it will be necessary to hire the hedging services from a trader, commissions, margin fixation and other requirements for which Principal shall be fully responsible. 5. Effective Term: The initial effective term of this contract shall commence on the effective date mentioned above and continue for a period of two years unless the contract is terminated pursuant to the provisions set forth herein. This contract will be renewed automatically on an annual basis after the initial effective period unless the parties agree otherwise before any anniversary date. (…) 8. Commissions and payments: a) For all the protection services provided during the effective term hereof, Agent shall be entitled to receive a commission at a flat rate of $42,000 per month. b) The commissions agreed upon in section 8 shall be applied as from the execution of this contract to the products delivered based on all the sales, whether or not coordinated through the Agent, conducted during the effective term hereof and the sales conducted during the three months after the contract termination.” Based on the foregoing, it is established that (i) under a Hedging Service Contract dated November 1, 2000, DRP hired DRRC for the latter to provide trading and hedging services concerning the products produced by DRP; (ii) this contract established that DRRC would receive as payment for the provision of its services, for the effective term of the contract mentioned above, a flat rate commission on a monthly basis in an amount of USD 42,000.00 (forty-two thousand 00/100 US Dollars) and (iii) the effective term established in the contract mentioned in 1.3.1 was two years as from the execution thereof; this term would be automatically extended on an annual basis after the initial effective term unless the parties agree otherwise before any anniversary date. B.5. Moreover, based on the foregoing, the claims asserted, derived from the Hedging Service Contract (or Original Protection Services Contract), are supported by twenty-two invoices issued by DRRC to be paid by DRP, copies of which appear on the file. The detail of these documents is as follows:

N° Invoice Date Amount

USD

Down Payment

Balance

USD

1 DRP4031 2002-09-30 42 000.00 00.00 42 000.00

2 DRP4034 2002-10-31 42 000.00 00.00 42 000.00

3 DRP200301 2002-11-30 42 000.00 00.00 42 000.00

4 DRP200304 2002-12-31 42 000.00 00.00 42 000.00

5 DRP200308 2003-01-31 42 000.00 00.00 42 000.00

6 DRP200311 2003-02-28 42 000.00 00.00 42 000.00

7 DRP200314 2003-03-31 42 000.00 00.00 42 000.00



8 DRP200318 2003-04-30 42 000.00 00.00 42 000.00

9 DRP200321 2003-05-31 42 000.00 00.00 42 000.00

10 DRP200325 2003-06-30 42 000.00 00.00 42 000.00

11 DRP200328 2003-07-31 42 000.00 00.00 42 000.00

12 DRP200332 2003-08-31 42 000.00 00.00 42 000.00

13 DRP200337 2003-09-30 42 000.00 00.00 42 000.00

14 DRP200341 2003-10-31 42 000.00 00.00 42 000.00

15 DRP200401 2003-11-30 42 000.00 00.00 42 000.00

16 DRP200406 2003-12-31 42 000.00 12 600.00 29 400.00

17 DRP200411 2004-01-31 42 000.00 12 600.00 29 400.00

18 DRP200416 2004-02-29 42 000.00 12 600.00 29 400.00

19 DRP200422 2004-03-31 42 000.00 12 600.00 29 400.00

20 DRP200426 2004-04-30 42 000.00 12 600.00 29 400.00

21 DRP200431 2004-05-31 42 000.00 12 600.00 29 400.00

22 DRP200436 2004-06-30 42 000.00 12 600.00 29 400.00

TOTAL 924 000.00 88 200.00 835 800.00

Based on the foregoing, it has been established that, as a result of the provision of such service from September 2002 to June 2004, DRP issued, on account of commissions in favor of DRRC different invoices, outstanding as of this date, which, in the aggregate amount to USD 835,800.00. C. Analysis of the accounting documentation filed by the parties

The Accounting Assistant of the Commission prepared Report No. 025-2011/CCO-INDECOPI, where, in the conclusions section, she stated as follows:

“(…) 2. In connection with the claims asserted under the International Sales Agency Contract in an amount of USD 15,841,317.14 and under the Hedging Service Contracts in an amount of USD 835,800.00, the accounting documentation filed showed the following:


- Journal: The entry of the invoices corresponding to the International Sales Agency Contract and the Hedging Service Contracts in an amount of USD 17,882,122.50 and USD



882,000.00, respectively; however, the balance shown in these invoices amounts to USD 15,841,317.14 and USD 793,800.00.

- Ledger: The entry of the invoices corresponding to the International Sales Agency Contract and the Hedging Service Contracts in an amount of USD 17,882,122.50 and USD 924,000.00, respectively; however, these invoices only raise claims amounting to USD 15,841,317.14 and USD 835,800.00, respectively.

- Inventories Books and Balance Sheets: The entry of the invoices corresponding to the International Sales Agency Contract and the Hedging Service Contracts in an aggregate amount of USD 16,677,118.15; however, only claims amounting to USD 16,677,117.14 are asserted.

b) Doe Run Resources Corporation’s accounting documentation filed by Doe Run Cayman Ltd. showed:

- Invoice DRP200320 dated April 30, 2003 detailed in item 9 of Chart No. 1 registered in the amount of USD 725,220.00.

- Based on the foregoing, the entries corresponding to the invoices detailed in Charts No. 1 and 2 in an amount of USD 17,881,785.00 and USD 924,000.00. However, the balance of these invoices amounts to USD 15,840,979.64 and USD 835,800.

- Finally, the Ledger Summary Reports for the period 2002 to October 31, 2003, 2004, and 2005 in account “IDT STL/PERU – 14383” showed final balances; however, it cannot be established whether these balances include the invoices in Charts No. 1 and 2.

(…)

4. In connection with the assignments of credits executed between Doe Run Resources Corporation, Doe Run Acquisition Corporation, Doe Run Cayman Holdings LLC and Doe Run Cayman Limited, the accounting documentation filed showed:


- In the Journal, Ledger, and Inventories and Balance Sheets: The entry of an account payable in favor of Doe Run Cayman Holdings LLC and Doe Run Cayman Limited in an amount of USD 139,062,500.00, which amount corresponds to the claim supported by the Promissory Note.

- The Audited Financial Statements show that Doe Run Resources Corporation transferred to Doe Run Acquisition Corporation accounts receivable in an amount of USD 139,063 and USD 17,482 and that the latter transferred both accounts to Doe Run Cayman Holdings. However, the accounting documentation filed did not show any registration of the assignment of credits in favor of Doe Run Acquisition Corporation.

b) Doe Run Cayman Ltda.’s accounting documentation filed showed:

- In the report named “Trial Balance Sheet for 1200 – St. Louis corresponding to The Doe Run Company (Doe Run Resources Corporation): The entry of an account receivable from Doe Run Perú S.R.L. in an amount of USD 156,531,517.84 up to October 2006 and the decrease of such amount in February 2007.

- In the Consolidated Financial Statements of The Doe Run Company (Doe Run Resources Corporation): The Consolidated General Balance Sheet for the period 2005 and 2006 did not show accounts receivable under the name of Doe Run Perú S.R.L.

- Moreover, Note No. 2 to the Financial Statements (expressed in thousands dollars) shows that Doe Run Resources Corporation transferred to Doe Run Acquisition Corporation the



subordinated promissory notes in an amount of USD 139,063 to be collected from Doe Run Perú S.R.L, as well as the intercompany accounts receivable in an amount of USD 17,469. However, the accounting documentation filed showed no entry of the assignment of credits in favor of Doe Run Acquisition Corporation.

- The report Certification of Accounts Receivable from Doe Run Perú S.R.L shows that in the records of Doe Run Cayman Ltd. there are accounts receivable from Doe Run Perú S.R.L. in an amount of USD 139,062,500.00 and USD 17,482,590.00 except for an amount of USD 90,998.00 which is the net accounts receivable not properly supported.

- The Consolidated General Balance Sheet of Doe Run Cayman Holdings LLC shows in the 2007 and 2008 periods balances in favor of Doe Run Holdings in an amount of USD 156,545,089 and as from 2009 and 2010 balances in favor of Doe Run Cayman Ltd. in an amount of USD 156,545,089.

5. File No. 033-2010/CCO-INDECOPI corresponding to the ordinary bankruptcy proceedings of Doe Run Perú S.A. in the description of the obligations filed as of April 30, 2010 shows the entry of a long-term account payable “Related Credits” in an amount of USD 156,545,089.45 which accounts for the claims asserted by Doe Run Cayman Limited. However, it has just been stated that the claims amounting to USD 139,062,500.00 correspond to an assignment in favor of Doe Run Cayman Limited.

(…)”

D. Conclusions:

(i) As regards the non-accounting documentation appearing on the file, it should be noted that the allegations stated by DRCL concerning the origin, existence, legitimacy and amount of the asserted claims derived from the International Sales Agency Contract (or Procurement Contract) and the Hedging Service Contract (or Original Protection Service Contract) could be established. The foregoing is supported by the documentation filed by DRCL attached to its request and by the documentation required during the investigation process developed by the Commission.

(ii) As regards the accounting documentation, both DRRC’s and DRP’s showed the accounting entry of an amount greater than that invoked, as a credit in favor of DRCL.

Based on the recitals of this resolution, as well as on the aforementioned conclusion, the request filed is declared grounded and, therefore, the claims asserted in an amount of USD 16,677,117.14 on account of principal are acknowledged, pursuant to Sections 15.1, 37 and 39 of the General Bankruptcy Law. III.4.3 Intercompany transfers DRCL requested the acknowledgement of claims in an amount of USD 805,471.80 on account of principal. DRCL alleged, as a ground for its request, that during the performance of the economic activities conducted by DRP it received different services from DRRC such as repair services, mailing, moving services, transportation, advice and miscellaneous professional services, among others, which generated a debt in an amount of USD 805,471.80 on account of principal. Moreover, it



stated that, as of this date, it is the holder of the claims mentioned above under the assignment of rights granted in its favor, as mentioned in the preceding paragraphs. In this regard, DRCL filed copies of sixty-seven invoices to ground the claims asserted:

N° Invoice Date Amount

USD

Down payment

Balance USD

1 DRP4013 2002-03-31 (3 050.20) 00.00 (3 050.20)

2 DRP4014 2002-03-31 5 622.05 00.00 5 622.05

3 DRP020383 2002-04-03 30 811.1 00.00 30 811.1

4 DRP020483 2002-05-03 2 443.72 00.00 2 443.72

5 DRP4017 2002-04-30 (3 050.20) 00.00 (3 050.20)

6 DRP4020 2002-05-31 (3 050.20) 00.00 (3 050.20)

7 DRP020583 2002-06-05 3 263.01 00.00 3 263.01

8 DRP020683 2002-07-01 3 460.65 00.00 3 460.65

9 DRP4023 2002-06-30 (3 050.20) 00.00 (3 050.20)

10 DRP4026 2002-07-31 (3 050.20) 00.00 (3 050.20)

11 DRP20783 2002-08-01 2 912.72 00.00 2 912.72

12 DRP4029 2002-08-31 (3 050.20 00.00 3 050.20

13 DRP020883 2002-09-05 49 393.86 00.00 49 393.86

14 DRP4032 2002-09-30 (3 050.20) 00.00 (3 050.20)

15 DRP020983 2002-10-02 25 947.77 00.00 25 947.77

16 DRP4038 2002-10-31 (184.26) 00.00 (184.26)

17 DRP021083 2002-11-07 5 285.06 00.00 5 285.06

18 DRP4035 2002-10-31 (3 050.20) 00.00 (3 050.20)

19 DRP4037 2002-10-31 1 773.17 00.00 1 773.17

20 DRP021083 2002-12-03 34 177.71 00.00 34 177.71

21 DRP200302 2002-11-30 (3 050.20) 00.00 (3 050.20)

22 DRP200305 2002-12-31 (3 050.20) 00.00 (3 050.20



23 DRP021283 2003-01-06 (17 686.25) 00.00 17 686.25

24 DRP200309 2003-01-31 (3 050.20) 00.00 (3 050.20)

25 DRP02010383 2003-02-05 (13 134.68) 00.00 13 134.68

26 DRP200312 2003-02-28 (3 050.20) 00.00 (3 050.20)

27 DRP2010383 2003-03-05 212.84 00.00 212.84

28 DRP200315 2003-03-31 (3 050.20) 00.00 (3 050.20)

29 DRP2030383 2003-04-02 84 857.79 00.00 84 857.79

30 DRP200317 2003-03-31 5 556.63 00.00 5 556.63

31 DRP200319 2003-04-30 (3 050.20) 00.00 (3 050.20

32 DRP02040383 2003-05-02 30 800.83 00.00 30 800.83

33 DRP02050383 2003-06-03 1 268.85 00.00 1 268.85

34 DRP200324 2003-05-31 250.00 00.00 250.00

35 DRP200322 2003-05-31 (3 050.20) 00.00 (3 050.20)

36 DRP200326 2003-06-30 (6 050.20) 00.00 (6 050.20)

37 DRP02060383 2003-06-30 50 122.84 00.00 50 122.84

38 DRP200329 2003-07-31 (4 550.20) 00.00 (4 550.20)

39 DRP2070383 2003-08-04 27 248.59 00.00 27 248.59

40 DRP02080383 2003-09-03 45 297.38 00.00 45 297.38

41 DRP200333 2003-08-31 (4 550.20) 00.00 (4 550.20)

42 DRP200335 2003-08-31 2 048.41 00.00 2 048.41

43 DRP200338 2003-09-30 (4 550.20) 00.00 (4 550.20)

44 DRP200336 2003-09-30 1 781.40 00.00 1 781.40

45 DRP200340 2003-09-30 2 135.64 00.00 2 135.64

46 DRP2080383 2003-10-03 1 652.58 00.00 1 652.58

47 DRP200342 2003-10-31 (3 675.10) 00.00 (3 675.10)

48 DRP200344 2003-10-31 4 153.21 00.00 4 153.21

49 DRP02100383 2003-11-06 23 684.62 00.00 23 684.62



50 DRP200402 2003-11-30 (3 675.10) 00.00 (3 675.10)

51 DRP200404 2003-11-30 (500.00) 00.00 (500.00)

52 DRP200405 2003-11-30 2 790.59 00.00 2 790.59

53 DRP02110383 2003-12-04 3 180.91 00.00 3 180.91

54 DRP200407 2003-12-31 4 550.20 00.00 (4 550.20)

55 DRP200409 2003-12-31 1 095.92 328.78 767.14

56 DRP200410 2003-12-31 74 775.56 1 570.29 73 205.27

57 DRP02120383 2004-01-06 34 479.48 8 454.75 26 024.73

58 DRP200412 2004-01-31 (3 750.20) 00.00 (3 750.20)

59 DRP200414 2004-01-31 2 832.65 253.50 2 579.15

60 DRP02010383 2004-02-04 18 442.09 1 260.00 17 182.09

61 DRP200417 2004-02-29 (2 875.10) 00.00 (2 875.10)

62 DRP02020483 2004-03-02 25 610.73 6 333.75 19 276.98

63 DRP200415 2004-02-29 16 310.26 342.52 15 967.74

64 DRP200419 2004-03-31 (2 875.10) 00.00 (2 875.10)

65 DRP200420 2004-03-31 1 326.15 00.00 1 326.15

66 DRP200421 2004-03-31 8 155.13 171.26 7 983.87

67 DRP02030483 2004-04-08 33 276.23 7 673.93 25 602.30

68 DRP200429 2004-04-30 (2 875.10) 00.00 (2 875.10)

69 DRP200425 2004-04-30 24 391.50 1 016.02 23 375.48

70 DRP02040483 2004-05-05 28 161.30 5 378.26 22 783.04

71 DRP200434 2004-05-31 (2 375.40) 00.00 (2 375.40)

72 DRP2050483 2004-06-03 12 828.45 00.00 12 828.45

73 DRP200435 2004-06-30 15 931.19 171.26 15 759.93

74 DRP200439 2004-06-30 (3 645.10) 00.00 (3 645.10)

75 DRP02060483 2004-07-02 56 576.31 6 028.35 50 547.96

76 DRP200440 2004-06-30 8 155.13 171.26 7 983.87



77 DRP200441 2004-06-30 (5 240.04) 00.00 (5 240.04)

SUB-TOTAL 753 628.44 39 153.93 714 474.54

78 Provision Oct-2004 340 839.64 00.00 340 839.64

79 Freight DRR Jan-2006 15 252.38 00.00 15 252.38

TOTAL 1 109 720.46 39 153.93 1 070 566.56

As shown above, DRCL has requested the acknowledgement of claims in an amount of USD 805,471.80 on account of principal; however, it has filed invoices in an amount of USD 714,474.54 and a summary of claims in an amount of USD 356,092.02 (“Provision” and Freight”), the aggregate of which is an amount (USD 1,070,566.56) different from that claimed (USD 805,471.80). For the items “Provision” and “Freight” DRR2 (mentioned in items 78 and 79), DRCL only filed a summary of the claims asserted without submitting copies of the invoices supporting these claims.

Additionally, it should be noted that the Accounting Assistant of the Commission prepared Report No. 025-2011/CCO-INDECOPI, where, in the conclusions section, amounts different from that asserted were noted, as detailed below:

(…) “1. In connection with the claims asserted in an amount of USD 805,471.80 derived from Intercompany Transfers, the following was shown.


- Journal and Ledger: The entry of the invoices corresponding to Intercompany Transfers in an amount of USD 609,254.36 and USD 662,043.32, respectively; however, the balance shown in these invoices amounts to USD 578,979.94 and USD 625,213.22, respectively.

- Inventories Books and Balance Sheets: The entry of the final balances for Intercompany Transfers amounting to USD 729,724.89.

b) Doe Run Resources Corporation’s accounting documentation filed by Doe Run Cayman Ltd. showed:

- Documentation of the Entries in the Ledger for the invoices between Companies and Entries of Account 14383: the entry of the invoices and transactions corresponding to Intercompany Transfers in an amount of USD 1,095,943.28 and USD 1,078,214.04, respectively; however, the balance shown in these items amounts to USD 1,056,960.61 and USD 1,038,981.37.

- Finally, the Ledger Summary Reports for the period 2002 to October 31, 2003, 2004, and 2005 in account “IDT STL/PERU – 14383” showed final balances; however, it cannot be established whether these balances include the invoices in Charts No. 1”.

In this regard, since DRCL has failed to specify the documentation that would support the claims asserted in an amount of USD 805,471.80 on account of principal (invoices or summary) and considering that the burden of proof concerning the origin, existence, legitimacy, ownership and



amount of the claims asserted rests with the applicant, pursuant to Sections 37.18 and 38.59 of the General Bankruptcy Law and Section 196 of the Code of Civil Procedure10, it is relevant to declare the request filed as non-grounded. III.5 Order of priority Based on the proceedings of the file, and the provisions of Section 42 of the General Bankruptcy Law, it is established that the claims acknowledged rank fifth in the order of priority. IV. RESOLUTION One: The requests for the confidentiality of the information made by Doe Run Cayman Limited and Doe Run Perú S.R.L. be declared inadmissible. Two: The request for an oral report made by Doe Run Cayman Limited be denied. Three: The claims asserted by Doe Run Cayman Limited in an amount of USD 155,739,617.14 on account of principal, which rank fifth position in the order of priority, be acknowledged. Four: The request made be declared ungrounded as to its remaining contents. Five: Pursuant to the provisions of Section 12 of the General Bankruptcy Law, Doe Run Cayman Limited be declared to be related to the debtor. Intervening authorities: Amanda Velásquez de Rojas, Fernando Tori Tori, Carmen Padrón Freundt and Fernando Sarria Arenas. [Signature] AMANDA VELÁSQUEZ DE ROJAS, President

8 GENERAL BANKRUPTCY LAW, SECTION 37.1: Creditors must file all the documentation and information necessary to ground the acknowledgement of their claims indicating the amounts on account of principal, interest and expenses liquidated as of the date of publication of the notice mentioned in Section 32 and state the order of priority which, at their discretion, must be applied to the documents evidencing such order. 9 GENERAL BANKRUPTCY LAW, SECTION 38.5: In the case of claims asserted by Creditors related to the debtor and in the cases where a controversy or doubt arises on the existence thereof, the acknowledgement of these claims may only be granted by the Commission, which will, through all possible means, investigate the existence, origin, legitimacy and amount. Then, it will issue the relevant resolution. 10 CODE OF CIVIL PROCEDURE, SECTION 196: BURDEN OF PROOF: Unless as otherwise provided by law, the burden

of proof rests with the person asserting the facts which constitute its claim or the person challenging such facts by alleging new facts.

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