Execution Version

BANCO DE CRDITO DEL PER,

ACTING THROUGH ITS PANAMANIAN BRANCH
AND
THE BANK OF NEW YORK MELLON,
as TRUSTEE, PAYING AGENT, TRANSFER AGENT,
REGISTRAR AND CALCULATION AGENT
U.S.$250,000,000
9.75% NON-CUMULATIVE FIXED/FLOATING RATE STEP-UP
JUNIOR SUBORDINATED NOTES DUE 2069
INDENTURE
Dated as of November 6, 2009

TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1. Definitions................................................................................................................... 1
Section 1.2. Certain Definitions under the Trust Indenture Act ..................................................... 1
Section 1.3. Rules of Construction ................................................................................................. 1
ARTICLE II THE NOTES
Section 2.1. Form and Dating ......................................................................................................... 1
Section 2.2. Execution and Authentication..................................................................................... 1
Section 2.3. Registrar, Transfer Agent and Paying Agent.............................................................. 1
Section 2.4. Paying Agent to Hold Money in Trust........................................................................ 1
Section 2.5. Holder Lists................................................................................................................. 1
Section 2.6. Global Note Provisions ............................................................................................... 1
Section 2.7. Legends ....................................................................................................................... 1
Section 2.8. Transfer and Exchange. .............................................................................................. 1
Section 2.9. Mutilated, Destroyed, Lost or Stolen Notes................................................................ 1
Section 2.10. Maturity..................................................................................................................... 1
Section 2.11. Interest....................................................................................................................... 1
Section 2.12. Cancellation of Interest ............................................................................................. 1
Section 2.13. Cancellation of Notes................................................................................................ 1
Section 2.14. [Intentionally left blank] ........................................................................................... 1
Section 2.15. Additional Amounts.................................................................................................. 1
Section 2.16. Additional Notes ....................................................................................................... 1
Section 2.17. Miscellaneous. .......................................................................................................... 1
ARTICLE III COVENANTS
Section 3.1. Payment of Notes........................................................................................................ 1
Section 3.2. Dividend Stopper ........................................................................................................ 1
Section 3.3. Maintenance of Office or Agency............................................................................... 1
Section 3.4. Corporate Existence .................................................................................................... 1
Section 3.5. Compliance Certificate ............................................................................................... 1
Section 3.6. Further Instruments and Acts...................................................................................... 1
Section 3.7. Waiver of Stay, Extension or Usury Laws.................................................................. 1
Section 3.8. Maintenance of Approvals.......................................................................................... 1
Section 3.9. [Intentionally Left Blank] ........................................................................................... 1
Section 3.10. Provision of Information and Reports....................................................................... 1
Section 3.11. Listing. ...................................................................................................................... 1
ARTICLE IV SUCCESSOR PERSON
Section 4.1. Merger, Consolidation and Sale of Assets.................................................................. 1
Section 4.2. Successor Person to be Substituted for BCP .............................................................. 1

TABLE OF CONTENTS
(continued)
Page
ARTICLE V REDEMPTION OF NOTES
Section 5.1. Optional Redemption .................................................................................................. 1
Section 5.2. Special Event Redemption.......................................................................................... 1
Section 5.3. [Intentionally left blank]. ............................................................................................ 1
Section 5.4. Election to Redeem ..................................................................................................... 1
Section 5.5. Notice of Redemption ................................................................................................. 1
Section 5.6. [Intentionally left blank]. ............................................................................................ 1
Section 5.7. Deposit of Redemption Amount ................................................................................. 1
Section 5.8. Notes Payable on Redemption Date ........................................................................... 1
ARTICLE VI DEFAULTS AND REMEDIES
Section 6.1. Acceleration ................................................................................................................ 1
Section 6.2. Loss Absorption .......................................................................................................... 1
Section 6.3. Other Remedies........................................................................................................... 1
Section 6.4. Control by Majority .................................................................................................... 1
Section 6.5. Rights of Holders to Receive Payment ....................................................................... 1
Section 6.6. Collection Suit by Trustee .......................................................................................... 1
Section 6.7. Trustee May File Proofs of Claim, etc........................................................................ 1
Section 6.8. Priorities...................................................................................................................... 1
Section 6.9. Undertaking for Costs ................................................................................................. 1
ARTICLE VII TRUSTEE
Section 7.1. Duties of Trustee......................................................................................................... 1
Section 7.2. Rights of Trustee......................................................................................................... 1
Section 7.3. Individual Rights of Trustee ....................................................................................... 1
Section 7.4. Trustees Disclaimer ................................................................................................... 1
Section 7.5. Notice of Acceleration Events .................................................................................... 1
Section 7.6. Compensation and Indemnity ..................................................................................... 1
Section 7.7. Replacement of Trustee .............................................................................................. 1
Section 7.8. Successor Trustee by Merger...................................................................................... 1
Section 7.9. Eligibility; Disqualification ........................................................................................ 1
Section 7.10. Preferential Collection of Claims Against BCP........................................................ 1
Section 7.11. Appointment of Co-Trustee ...................................................................................... 1
ARTICLE VIII DISCHARGE OF INDENTURE
Section 8.1. Satisfaction and Discharge.......................................................................................... 1
Section 8.2. Repayment to BCP...................................................................................................... 1
Section 8.3. Paying Agent to Repay Moneys Held......................................................................... 1

ii

TABLE OF CONTENTS
(continued)
Page
ARTICLE IX AMENDMENTS
Section 9.1. Without Consent of Holders ....................................................................................... 1
Section 9.2. With Consent of Holders ............................................................................................ 1
Section 9.3. [Intentionally left blank] ............................................Error! Bookmark not defined.
Section 9.4. Revocation and Effect of Consents and Waivers........................................................ 1
Section 9.5. Notation on or Exchange of Notes.............................................................................. 1
Section 9.6. Trustee to Sign Amendments and Supplements ......................................................... 1
Section 9.7. Effect of Supplemental Indentures.............................................................................. 1
ARTICLE X RANKING OF THE NOTES
Section 10.1. Agreement that Notes are Unsecured and Junior Obligations .................................. 1
Section 10.2. Default on Senior Obligations .................................................................................. 1
Section 10.3. Liquidation, Dissolution, Insolvency, Bankruptcy ................................................... 1
Section 10.4. Subrogation ............................................................................................................... 1
Section 10.5. Trustee to Effectuate Ranking .................................................................................. 1
Section 10.6. Notice by BCP .......................................................................................................... 1
Section 10.7. Rights of the Trustee; Holders of Senior Obligations............................................... 1
Section 10.8. Ranking May Not Be Impaired................................................................................. 1
ARTICLE XI MISCELLANEOUS
Section 11.1. [Intentionally left blank] ........................................................................................... 1
Section 11.2. Notices ...................................................................................................................... 1
Section 11.3. Communication by Holders with Other Holders ...................................................... 1
Section 11.4. Certificate and Opinion as to Conditions Precedent ................................................. 1
Section 11.5. Statements Required in Certificate or Opinion......................................................... 1
Section 11.6. Rules by Trustee, Paying Agent and Registrar ......................................................... 1
Section 11.7. Governing Law; Jury Trial........................................................................................ 1
Section 11.8. Agent for Service; Submission to Jurisdiction; Waiver of Immunities. ................... 1
Section 11.9. Force Majeure ........................................................................................................... 1
Section 11.10. No Recourse Against Others................................................................................... 1
Section 11.11. Duplicate and Counterpart Originals ...................................................................... 1
Section 11.12. Severability ............................................................................................................. 1
Section 11.13. Currency Indemnity. ............................................................................................... 1
Section 11.14. Table of Contents; Headings................................................................................... 1
Section 11.15. Successors and Assigns........................................................................................... 1
ARTICLE XII CONCERNING THE NOTEHOLDERS
Section 12.1. Action by Holders. .................................................................................................... 1
Section 12.2. Proof of Execution by Holders ................................................................................. 1
Section 12.3. Revocation of Consents; Future Holders Bound ...................................................... 1

iii

EXHIBIT A-1

FORM OF RULE 144A NOTE

EXHIBIT A-2

FORM OF REGULATION S NOTE

EXHIBIT B

FORM OF CERTIFICATE FOR TRANSFER PURSUANT

TO REGULATION S

EXHIBIT C

FORM OF CERTIFICATE FOR TRANSFER TO QIB

EXHIBIT D

FORM OF CERTIFICATE FOR TRANSFER PURSUANT

TO RULE 144

iv

INDENTURE, dated as of November 6, 2009, between Banco de Crdito del

Per, a commercial bank organized and existing under the laws of the Republic of Peru, acting
through its Panamanian branch (BCP), and The Bank of New York Mellon, a corporation
organized under the laws of the State of New York authorized to conduct a banking business, as
Trustee, Paying Agent, Transfer Agent, Registrar and Calculation Agent (the Trustee).
Each party agrees as follows for the benefit of the other party and for the equal
and ratable benefit of the Holders (as defined below) of BCPs U.S.$250,000,000 aggregate
principal amount 9.75% Non-Cumulative Fixed/Floating Rate Step-up Junior Subordinated Notes
due 2069 issued hereunder (the Notes) and any Additional Notes (as defined below) issued
hereunder.
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1. Definitions.
Acceleration Event has the meaning assigned to it in Section 6.1(a).
Additional Amounts has the meaning assigned to it in Section 2.15(a).
Additional Note Board Resolutions means resolutions duly adopted by the
Board of Directors of BCP and delivered to the Trustee in an Officers Certificate providing for
the issuance of Additional Notes pursuant to Section 2.16.
Additional Note Supplemental Indenture means a supplement to this Indenture
duly executed and delivered by BCP and the Trustee pursuant to Section 2.16 providing for the
issuance of Additional Notes.
Additional Notes means BCPs 9.75% Non-Cumulative Fixed/Floating Rate
Step-up Junior Subordinated Notes due 2069 originally issued after the Issue Date pursuant to
Section 2.16, including any replacement Notes as specified in the relevant Additional Note
Board Resolutions or Additional Note Supplemental Indenture issued therefor in accordance
with this Indenture.
Affiliate has the meaning ascribed to it in Rule 501(b) of Regulation D under
the Securities Act.
Agent means any Authenticating Agent, Paying Agent, Registrar, co-Registrar,
Transfer Agent or Calculation Agent appointed pursuant to the terms of this Indenture.
Agent Members has the meaning assigned to it in Section 2.6(b).
Applicable Margin has the meaning assigned to it in Section 2.11(a).
Authenticating Agent has the meaning assigned to it in Section 2.2(d).

Authorized Agent has the meaning assigned to it in Section 11.8(b).

Bank Order has the meaning assigned to it in Section 2.2(c).
Base Redemption Amount means (i) 100% (or 101% in the case of a
redemption in reliance on clause (C) of the definition of Withholding Tax Event) of the then
outstanding aggregate principal amount of the Notes to be redeemed, plus (ii) accrued and
unpaid interest, if any, thereon with respect to the then current interest period through the
Redemption Date, plus (iii) any other amounts accrued and unpaid thereon under the terms of the
Notes and this Indenture, including Additional Amounts and VAT Additional Amounts, if any.
BCP means the party named as such in the introductory paragraph to this
Indenture and its successors and assigns, including any successor Person that becomes such in
accordance with Article IV.
Board of Directors means, as to any Person, the board of directors, management
committee or similar governing body of such Person or any duly authorized committee thereof.
Board Resolution means, with respect to any Person, a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Board of Directors such Person to have
been duly adopted by the Board of Directors of such Person and to be in full force and effect on
the date of such certification, and delivered to the Trustee.
Business Day means any day, other than a Saturday or Sunday, that is neither a
legal or official holiday nor a day on which commercial banks are authorized or required by law,
regulation or executive order to close in Lima, New York City or Panama City.
Calculation Agent means The Bank of New York Mellon.
Central Bank shall mean the Peruvian Central Bank or the Banco Central de
Reserva del Per.
Certificated Note means any Note issued in fully-registered certificated form
(other than a Global Note) in exchange for interests in a Global Note pursuant to Section 2.6(c),
which shall be substantially in the form of Exhibits A-1 and A-2, with appropriate legends as
specified in Exhibits A-1 and A-2.
Comparable Treasury Issue means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or interpolated
maturity comparable to the remaining term of the Notes to November 6, 2019 or that would be
utilized, at the time of selection, and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of a comparable maturity to the remaining term of the
Notes.
Comparable Treasury Price means, with respect to any redemption date (i) the
average, as determined by an Independent Investment Banker, of the Reference Treasury Dealer
Quotations for such redemption date after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (ii) if fewer than four such Reference Treasury Dealer Quotations

are obtained, the average, as determined by such Independent Investment Banker, of all such
quotations.
Corporate Trust Office means the office of the Trustee at which at any time its
corporate trust business shall be principally administered, which office at the date hereof is
located at 101 Barclay Street, Floor 4 East, New York, New York 10286 (Attention: Corporate
Trust Administration Global Finance Americas), or such other address as the Trustee may
designate from time to time by notice to the Holders and BCP, or the principal corporate trust
office of any successor Trustee (or such other address as such successor Trustee may designate
from time to time by notice to the Holders and BCP).
Designated LIBOR Page means the display designated on Reuters LIBOR 01
(or on any successor or substitute page of such service, or any successor to or substitute for such
service, providing rate quotations comparable to those currently provided on such page).
Distributable Profits means the distributable profits of BCP as defined in
Article 2(11) of SBS Resolution 4727-2009, as amended from time to time and any successor
provisions thereto, measured annually on an unconsolidated basis based on fiscal year end
audited unconsolidated financial statements of BCP and consists of retained earnings which have
not yet been capitalized and voluntary reserves which can be released without any prior consent
from the SBS.
Distributable Profits Event Mandatory Cancellation has the meaning assigned
to in Section 2.12(b)(iv).
Distribution Compliance Period means, in respect of any Regulation S Global
Note, the 40 consecutive days beginning on and including the later of (a) the day on which any
Notes represented thereby are offered to Persons other than distributors (as defined in
Regulation S under the Securities Act) pursuant to Regulation S and (b) the issue date for such
Notes.
DTC means The Depository Trust Company, its nominees and their respective
successors and assigns, or such other depository institution hereinafter appointed by BCP that is
a clearing agency registered under the Exchange Act.
Exchange Act means the Securities Exchange Act of 1934, as amended.
Fixed Interest Payment Date has the meaning assigned to it in Section 2.11(a).
Fixed Interest Period has the meaning assigned to it in Section 2.11(a).
Fixed Interest Rate has the meaning assigned to it in Section 2.11(a).
Fixed Rate Period has the meaning assigned to it in Section 2.11(a).
Floating Interest Payment Date has the meaning assigned to it in
Section 2.11(a).

Floating Interest Period has the meaning assigned to it in Section 2.11(a).

Floating Interest Rate has the meaning assigned to it in Section 2.11(a).
Floating Rate Period has the meaning assigned to it in Section 2.11(a).
Global Note means any Regulation S Global Note or Rule 144A Global Note
issued in fully-registered certificated form to DTC (or its nominee), as depositary for the
beneficial owners thereof, which shall be substantially in the form of Exhibits A-1 and A-2, with
appropriate legends as specified in Exhibits A-1 and A-2.
Holder means the Person in whose name a Note is registered in the Note
Register.
Indenture means this Indenture as amended or supplemented from time to time,
including the Exhibits hereto.
Independent Investment Banker means one of the Reference Treasury Dealers
appointed by BCP.
Initial Purchasers means (1) with respect to the Notes issued on the Issue Date,
Banc of America Securities LLC and J.P. Morgan Securities Inc., and (2) with respect to each
issuance of Additional Notes, the Persons purchasing such Additional Notes under the related
Purchase Agreement.
Interest Payment Date has the meaning assigned to it in Section 2.11(a).
Interest Determination Date means, in relation to an Interest Payment Date, the
second London Banking Day preceding the first day of the Floating Interest Period.
Interest Reset Date means the first day of the Floating Interest Period.
Intervention means the definitive intervention regime (regimen de intervencin)
imposed by the SBS on a Peruvian bank upon the occurrence of the events described in
article 104 of the Peruvian Banking Law.
Intervention/Liquidation Event Mandatory Cancellation has the meaning
assigned to it in Section 2.12(b)(iii).
Issue Date means November 6, 2009.
Issue Date Notes means the U.S.$250,000,000 aggregate principal amount of
Notes originally issued on the Issue Date and any replacement Notes issued theretofore in
accordance with this Indenture.
Junior Securities means (i) all classes of BCPs capital stock and preferred
stock and (ii) any other securities or obligations of BCP which rank pari passu with any class of

BCPs capital stock with respect to the payment of dividends and distributions of assets upon
Liquidation, dissolution or winding up.
Liquidation shall mean the dissolution and liquidation process (regimen de
disolucin y liquidacin) commenced by the SBS following the conclusion of the Intervention
regime, as provided in article 114 of the Peruvian Banking Law.
London Banking Day means any day on which dealings in deposits in United
States dollars are transacted in the London interbank market.
Luxembourg means the Grand Duchy of Luxembourg.
Luxembourg Paying Agent means the Person appointed by BCP to act as
Paying Agent in Luxembourg.
Luxembourg Transfer Agent means the Person appointed by BCP to act as
Transfer Agent in Luxembourg.
Make-Whole Amount means the sum of the present values of each remaining
scheduled payment of principal and interest on the Notes to November 6, 2019, (not including
any portion of such payments of interest accrued to but excluding the date of redemption),
discounted to the Redemption Date on a semi-annual basis, assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 0.50%, plus accrued and unpaid interest for
the current interest period to but excluding the Redemption Date and any Additional Amounts or
VAT Additional Amounts thereon.
Mandatory Cancellation of Interest has the meaning assigned to it in
Section 2.12(b).
Non-Compliance Event Mandatory Cancellation has the meaning assigned to it
in Section 2.12(b)(i).
Non-U.S. Person means a person who is not a U.S. person, as defined in
Regulation S.
Nondeductibility Tax Event means that BCP shall have determined that, as a
result of (a) any amendment to, clarification of, or change, including any announced prospective
change, in the laws or treaties of Peru or any of its political subdivisions or taxing authorities, or
any regulations under those laws or treaties; (b) an administrative action in Peru, which means
any judicial decision or any official administrative pronouncement, ruling, regulatory procedure,
notice or announcement, including any notice or announcement of intent to issue or adopt any
administrative pronouncement, ruling, regulatory procedure or regulation; (c) any amendment to,
clarification of, or change in the official position or the interpretation of any administrative
action or judicial decision or any interpretation or pronouncement that provides for a position
with respect to an administrative action or judicial decision that differs from the previously
generally accepted position, in each case by any Peruvian legislative body, court, governmental
authority or regulatory body, regardless of the time or manner in which that amendment,
clarification or change is introduced or made known; or (d) a threatened challenge asserted in
5

writing in connection with an audit of BCP or its subsidiaries, or a threatened challenge asserted
in writing against any other Peruvian taxpayer that has raised capital through the issuance of
securities that are substantially similar to the Notes, which amendment, clarification, or change
in each case is effective or which administrative action is taken or judicial decision,
interpretation or pronouncement is issued, or which threatened challenge is asserted, after the
date of this Indenture, there is more than an insubstantial risk that interest payable by BCP on the
Notes is not deductible, or within 90 days would not be deductible, in whole or in part, by BCP
for Peruvian income tax purposes.
Note Custodian means the custodian with respect to any Global Note appointed
by DTC, or any successor Person thereto, and shall initially be The Bank of New York Mellon.
Note Register has the meaning assigned to it in Section 2.3(a).
Notes means any of BCPs U.S.$250,000,000 9.75% Non-Cumulative
Fixed/Floating Rate Step-up Junior Subordinated Notes due 2069, as amended or supplemented
from time to time, issued pursuant to this Indenture, the terms of which shall be substantially in
the Form of Note contained in Exhibits A-1 and A-2.
Offering Circular means the final offering circular dated October 30, 2009
relating to the offering of the Issue Date Notes.
Officer means, when used in connection with any action to be taken by BCP,
the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the
President, the Chief Legal Officer, the International Division Manager, the Corporate Banking
Division Manager and the Retail Banking Division Manager of BCP (or any other Person duly
appointed to act on behalf of BCP).
Officers Certificate means, when used in connection with any action to be
taken by BCP, a certificate signed by two Officers or by an Officer and either an Assistant
Treasurer or an Assistant Secretary of BCP and delivered to the Trustee.
Opinion of Counsel means a written opinion of counsel, who, unless otherwise
set forth in this Indenture, may be an employee of or counsel for BCP, and who shall be
reasonably acceptable to the Trustee.
Optional Cancellation of Interest has the meaning assigned to it in
Section 2.12(a).
Optional Redemption has the meaning assigned to it in Section 5.1(a).
Outstanding means, as of the date of determination, all Notes (including all
Additional Notes) theretofore authenticated and delivered under this Indenture, except:
(i)
Notes theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;

(ii)
Notes, for the redemption of which money in the necessary amount has
been theretofore deposited with the Trustee or any Paying Agent (other than BCP or an
Affiliate of BCP) in trust or set aside and segregated in trust by BCP or an Affiliate of
BCP (if BCP or such Affiliate of BCP is acting as Paying Agent) for the Holders of such
Notes; provided that, if Notes are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made; and
(iii)
Notes that have been surrendered pursuant to Section 2.9 or in exchange
for or in lieu of which other Notes have been authenticated and delivered pursuant to this
Indenture, other than any such Notes in respect of which there shall have been presented
to the Trustee proof satisfactory to it that such Notes are held by a protected purchaser in
whose hands such Notes are valid obligations of BCP;
provided, however, that in determining whether the Holders of the requisite aggregate principal
amount of the Outstanding Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Notes owned by BCP or any Affiliate of BCP shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Notes that a Trust Officer of the Trustee actually knows to be so owned
shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgees right so
to act with respect to such Notes and that the pledgee is not BCP upon the Notes or any Affiliate
of BCP.
Parity Securities means (i) all securities or other obligations of BCP which
qualify as consolidated Tier I Regulatory Capital of BCP (ignoring for this purpose any
limitation placed on the amount of such capital) other than Junior Securities and (ii) any other
securities or obligations of BCP which rank (pursuant to mandatory provisions of law or
otherwise) or are expressed to rank, pari passu with BCPs obligations under the Notes.
Paying Agent has the meaning assigned to it in Section 2.3(a).
Person means a legal person, including any individual, corporation, estate,
partnership, joint venture, association, joint stock company, limited liability company, trust,
unincorporated association or government or any agency or political subdivision thereof or any
other entity of whatever nature.
Peruvian Banking Law means Peruvian Law 26702, as amended, restated or
replaced from time to time.
Peruvian GAAP means the accounting principles prescribed by the SBS for
financial institutions.
Peruvian National Companies and Securities Commission means the Comisin
Nacional Supervisora de Empresas y Valores (CONASEV).
Private Placement Legend has the meaning assigned to it in Section 2.7(c).
7

Purchase Agreement means (1) with respect to the Notes issued on the Issue
Date, the Purchase Agreement dated October 30, 2009, among BCP and the Initial Purchasers,
and (2) with respect to each issuance of Additional Notes, the purchase agreement or
underwriting agreement among BCP and the Persons purchasing such Additional Notes.
QIB means any qualified institutional buyer (as defined in Rule 144A).
Rating Agency means Standard & Poors Rating Services, a division of The
McGraw-Hill Companies Inc. or Fitch Ratings Limited and, in each case, any successor entity.
Rating Agency Event means that, any time on or after the Issue Date of the
Notes, BCP receives confirmation from any Rating Agency that an amendment, clarification or
change has occurred in the equity credit criteria for securities such as the Notes that then
publishes a rating for BCP, which amendment, clarification or change results (1) in the length of
time for which such current criteria are scheduled to be in effect being shortened with respect to
the Notes or (2) in a lower equity credit for the Notes than the then respective equity credit
assigned by such Rating Agency or its predecessor on the Issue Date.
Redemption Date means, with respect to any redemption of Notes, the date
fixed for such redemption pursuant to this Indenture and the Notes.
Reference Banks means the four major banks in the London interbank market
selected by the Calculation Agent.
Reference Treasury Dealer means Banc of America Securities LLC, J.P.
Morgan Securities Inc. or any of their Affiliates which is a primary United States government
securities dealer and two other primary United States government securities dealers in New York
City reasonably designated by BCP; provided that, if any of the foregoing shall cease to be a
primary United States government securities dealer in New York City (a Primary Treasury
Dealer), BCP will substitute therefor another Primary Treasury Dealer.
Reference Treasury Dealer Quotation means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by an Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) quoted in writing to such Independent
Investment Banker by such Reference Treasury Dealer at 3:30 pm New York City time on the
third Business Day preceding such redemption date.
Registrar has the meaning assigned to it in Section 2.3(a).
Regular Record Date means, with respect to any payment to be made on an
Interest Payment Date, the date which is 15 calendar days prior to such Interest Payment Date,
whether or not such date will be a Business Day.
Regulation S means Regulation S under the Securities Act or any successor
regulation.
Regulation S Global Note has the meaning assigned to it in Section 2.1(e).

Regulatory Capital (patrimonio efectivo) has the meaning assigned to such term
under the Peruvian Banking Law and in regulations issued by the SBS, as the same may be
amended, restated, supplemented or replaced from time to time.
Regulatory Event means that, any time after the Notes have initially qualified as
Tier I Regulatory Capital, as a result of (i) any change in, amendment to, or replacement of, the
laws (or any regulations or rulings issued thereunder) of Peru or any political subdivision thereof
or any regulatory authority therein or (ii) any change in the application, administration or official
interpretation of such laws, regulations or rulings, including, without limitation, the holding of a
court of competent jurisdiction, which change or amendment becomes effective on or after the
Issue Date of the Notes, the maximum amount of Notes that BCP is entitled to treat as Tier I
Regulatory Capital will be less than the aggregate principal amount of the Notes pursuant to the
Peruvian Banking Law and in regulations issued by the SBS, as the same may be amended,
restated, supplemented or replaced from time to time (ignoring for this purpose any limitation
placed on the amount of such capital).
Regulatory Prohibition Event Mandatory Cancellation has the meaning
assigned to it in Section 2.12(b)(ii).
Resale Restriction Termination Date means, for any Restricted Note (or
beneficial interest therein) that is (a) not a Regulation S Global Note, one year (or such other
period specified in Rule 144(d)) from the Issue Date or, if any Additional Notes that are
Restricted Notes have been issued before the Resale Restriction Termination Date for any
Restricted Notes, from the latest such original issue date of such Additional Notes, and (b) a
Regulation S Global Note (or Certificated Note issued in respect thereof pursuant to
Section 2.6(c)), the date on which the Distribution Compliance Period terminates.
Restricted Note means any Issue Date Note (or beneficial interest therein) or
any Additional Note (or beneficial interest therein) not originally issued and sold pursuant to an
effective registration statement under the Securities Act, until such time as:
(i)

the Resale Restriction Termination Date therefor has passed;

(ii)
such Note is a Regulation S Global Note and the Distribution Compliance
Period therefor has terminated; or
(iii)
the Private Placement Legend thereon has otherwise been removed
pursuant to Section 2.8(d) or, in the case of a beneficial interest in a Global Note, such
beneficial interest has been exchanged for an interest in a Global Note not bearing a
Private Placement Legend.
Rule 144 means Rule 144 under the Securities Act (or any successor rule).
Rule 144A means Rule 144A under the Securities Act (or any successor rule).
Rule 144A Global Note has the meaning assigned to it in Section 2.1(d).

SBS means the Superintendency of Banks, Insurance and Private Pension Fund
Administrators of Peru (Superintendencia de Banca, Seguros y Administradoras Privadas de
Fondos de Pensiones) and any successor thereto.
SEC means the United States Securities and Exchange Commission.
Securities Act means the Securities Act of 1933, as amended.
Senior Obligations means (a) all claims of BCPs unsubordinated creditors and
other claims and obligations that rank senior in right of payment under mandatory provisions of
Peruvian law, including all labor claims of BCPs employees, all claims of BCPs depositors and
all claims of the Peruvian social security administration (Seguro Social de Salud) for health care
obligations and claims for taxes; and (b) all claims of all of BCPs other creditors, including any
subordinated claims and all claims under BCPs 7.170% Subordinated Notes due October 15,
2022 and BCPs 6.95% Subordinated Notes due November 7, 2021, except those whose claims
rank, or are expressed to rank, pari passu with, or junior to, the claims of holders of Parity
Securities.
Special Event means a Regulatory Event, a Rating Agency Event, a
Withholding Tax Event, a Value Added Tax Event or a Nondeductibility Tax Event.
Special Event Redemption Amount means (i) in respect of a Regulatory Event,
Rating Agency Event, Nondeductibility Tax Event or Value Added Tax Event an amount equal
to the greater of (a) the Base Redemption Amount and (b) the Make-Whole Amount and (ii) in
respect of a Withholding Tax Event, an amount equal to the Base Redemption Amount.
Special Event Redemption has the meaning assigned to it in Section 5.2(a).
Stated Maturity means November 6, 2069.
Subsidiary means any Person of which a majority of the aggregate voting power
of the outstanding Voting Stock at the time shall be owned by (a) BCP or (b) by BCP and one or
more Subsidiaries or (c) by one or more Subsidiaries.
Taxes means, with respect to payments on the Notes, all taxes, withholdings,
duties, assessments or governmental charges of whatever nature imposed or levied by or on
behalf of Peru or Panama, or in the event that BCP appoints additional Paying Agents, by the
jurisdictions of such additional Paying Agents (each, a Taxing Jurisdiction) or any political
subdivision thereof or any authority or agency therein or thereof having power to tax.
Three Month LIBOR Rate means, for each Floating Interest Period, the interest
rate per annum shown on the Designated LIBOR Page at or about 11:00 a.m., London time, on
the second London Banking Day (the Interest Determination Date) preceding the first day of
the Floating Interest Period (the Interest Reset Date) for deposits in U.S. dollars with a
maturity of three months and commencing on the Interest Reset Date. If such rate does not
appear on the Designated LIBOR Page, the Three Month LIBOR Rate will be determined on the
basis of the rates, at approximately 11:00 a.m., London time, on the Interest Determination Date,
at which U.S. dollar deposits with a maturity of three months in an amount determined by the
10

Calculation Agent as representative of a single transaction in the relevant market and at the
relevant time are offered by four major banks in the London interbank market selected by the
Calculation Agent (Reference Banks) to prime banks in the London interbank market for a
three month period commencing on the Interest Reset Date. The Calculation Agent will request
the principal London office of each of the Reference Banks to provide a quotation of its rate. If
at least two quotations are provided as requested, the Three Month LIBOR Rate will be the
arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the
Three Month LIBOR Rate will be the interest rate per annum equal to the average of the rates per
annum quoted by three major banks in New York City selected by the Calculation Agent, at or
about 11:00 a.m., New York City time, on the Interest Determination Date, for loans in
U.S. dollars to leading European banks in an amount determined by the Calculation Agent to be
representative of a single transaction in the relevant market and at the relevant time with a
maturity of three months commencing on the Interest Reset Date. If fewer than three New York
City banks selected by the Calculation Agent are quoting rates, the Three Month LIBOR Rate for
the applicable Floating Interest Period will be the same as for the immediately preceding
Floating Interest Period, provided that, if there is no previous Floating Interest Period for which
the Three Month LIBOR Rate has been determined, the interest rate with respect to the relevant
Floating Interest Period will be 11.75% per annum.
TIA or Trust Indenture Act means the Trust Indenture Act of 1939, as
amended, as in effect on the date of this Indenture (except as otherwise provided in this
Indenture) to the extent applicable to the Notes.
Tier I Regulatory Capital (patrimonio basico o de nivel 1) has the meaning
assigned to such term under the Peruvian Banking Law and in regulations issued by the SBS, as
the same may be amended, restated, supplemented or replaced from time to time.
Transfer Agent has the meaning assisted to it in Section 2.3(a).
Treasury Rate means, with respect to any Redemption Date, the rate per annum
equal to the quarterly equivalent yield to maturity or interpolated maturity (on a day count basis)
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
Trustee means the party named as such in the introductory paragraph of this
Indenture until a successor replaces it in accordance with the terms of this Indenture and,
thereafter, means the successor.
Trust Officer means, when used with respect to the Trustee, any officer within
the corporate trust department of the Trustee, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee
who customarily performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is referred because of
such persons knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.

11

U.S. GAAP means generally accepted accounting principles in the United

States.
U.S. Government Obligations means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of America
(including any agency or instrumentality thereof) for the payment of which the full faith and
credit of the United States of America is pledged and which are not callable or redeemable at the
issuers option.
U.S. Legal Tender means such coin or currency of the United States of America
as at the time of payment shall be legal tender for the payment of public and private debts.
U.S. Person means a person who is a U.S. person, as defined in Regulation S.
Value Added Tax Event means that BCP shall have determined that,
immediately prior to giving the required notice, on the next Interest Payment Date, it would, for
reasons outside its control, either be directly liable for Peruvian value added tax or be obligated
to pay VAT Additional Amounts, which, in each case, are payable with respect to interest on the
Notes, as a result of a change in or amendment to the applicable laws or regulations of Peru, or a
change in the official application or official interpretation of such laws or regulations (including
a determination by a court of competent jurisdiction or administrative entity of recognized
authority), in each case, which change or amendment becomes effective on or after the date of
the original issuance of any of the Notes, and BCP cannot avoid such circumstance by taking
reasonable measures.
VAT Additional Amounts means any Peruvian value added tax non-Peruvian
Holders of the Notes may incur in respect of payments under the Notes.
Voting Stock of a Person means stock, shares or any other form of equity or
voting interest of the class or classes having general voting power in an election of the Board of
Directors, managing partners, managers or trustees of such Person (irrespective of whether, at the
time, stock or shares of any other class or classes shall have or might have voting power by
reason of the happening of any contingency).
Withholding Tax Event means that BCP shall have determined that,
immediately prior to giving the required notice, on the next Interest Payment Date, it would, for
reasons outside its control, be obligated to pay Taxes or Additional Amounts with respect to
payments of interest on the Notes in excess of those attributable to Peruvian withholding taxes of
(i) 4.99% on interest on the Notes up to the threshold of the 10-Year LIBOR swap rate
(prevailing on the Issue Date) plus 7% and (ii) 30% on any interest in excess of such threshold,
or would be obligated to pay any Taxes or Additional Amounts with respect to payments of
interest on the Notes attributable to Panamanian withholding tax requirements, in each case as a
result of (A) a change in or amendment to the applicable laws or regulations of Peru or Panama,
or (B) a change in the official application or official interpretation, other than as set forth in (C)
below, of such laws or regulations (including a determination by a court of competent
jurisdiction or administrative entity of recognized authority), or (C) a change in the official
application or official interpretation of such laws or regulations (including a determination by a

12

court of competent jurisdiction or administrative entity of recognized authority) or any

clarification of the interpretation of such laws or regulations by any competent authority
regarding the computation of the rate (4.99% or 30%) at which Peruvian withholding tax applies
to interest on the Notes, which change or clarification results in a requirement to pay Peruvian
withholding taxes or Additional Amounts in respect thereof in excess of withholding taxes or
Additional Amounts that would be required if Peruvian withholding taxes were (i) 4.99% on
interest on the Notes up to the threshold of the 10-Year LIBOR swap rate (prevailing on the
Issue Date) plus 7% and (ii) 30% on any interest in excess of such threshold, in each case, which
change or amendment or clarification is approved or enacted on or after the date of the original
issuance of any of the Notes, and BCP cannot avoid such circumstance by taking reasonable
measures; provided, however, that no Withholding Tax Event shall be deemed to occur, in the
case of (C) above, unless the Taxes or Additional Amounts payable as a result of such change,
amendment or clarification exceed 9% of the amount of interest with respect to which such
Taxes or Additional Amounts are paid.
Section 1.2. Certain Definitions under the Trust Indenture Act. The following
TIA terms used in this Indenture have the following meanings:
indenture securities means the Notes.
obligor on the indenture securities means BCP.
All other TIA terms used in this Indenture that are defined by the TIA, defined in
the TIA by reference to another statute or defined by rules or regulations of the SEC have the
meanings assigned to them by such definitions.
Section 1.3. Rules of Construction. Unless the context otherwise requires:
(a) a term has the meaning assigned to it;
(b) an accounting term not otherwise defined has the meaning assigned to it in
accordance with Peruvian GAAP;
(c) or is not exclusive;
(d) including means including without limitation;
(e) words in the singular include the plural and words in the plural include the
singular;
(f) references to the payment of principal of the Notes shall include applicable
premium, if any; and
(g) references to payments on the Notes shall include Additional Amounts and
additional interest payable under this Indenture, if any.

13

ARTICLE II
THE NOTES
Section 2.1. Form and Dating.
(a) The Issue Date Notes are being originally offered and sold by BCP pursuant
to a Purchase Agreement, dated as of October 30, 2009, by and among BCP and the Initial
Purchasers. The Notes will be issued in fully-registered certificated form without coupons, and
only in denominations U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. The
Notes and the Trustees certificate of authentication shall be substantially in the form of
Exhibits A-1 and A-2.
(b) The terms and provisions of the Notes, the form of which is in Exhibits A-1
and A 2, shall constitute, and are hereby expressly made, a part of this Indenture and, to the
extent applicable, BCP and the Trustee, by their execution and delivery of this Indenture
expressly agree to such terms and provisions and to be bound thereby. Except as otherwise
expressly permitted in this Indenture, all Notes shall be identical in all respects. Notwithstanding
any differences among them, all Notes issued under this Indenture shall vote and consent
together on all matters as one class.
(c) The Notes may have notations, legends or endorsements as specified
hereunder or as otherwise required by law, stock exchange rule or DTC rule or usage. BCP and
the Trustee shall approve the form of the Notes and any notation, legend or endorsement on
them. Each Note shall be dated the date of its authentication.
(d) Notes originally offered and sold to QIBs in reliance on Rule 144A will be
issued in the form of one or more permanent Global Notes in the form of Exhibit A-1 (each, a
Rule 144A Global Note).
(e) Notes originally offered and sold outside the United States of America in
reliance on Regulation S will be issued in the form of one or more permanent Global Notes in the
form of Exhibit A-2 (each, a Regulation S Global Note).
(f) The obligations under the Notes are not guaranteed, or otherwise eligible for
reimbursement, by any Peruvian or Panamanian governmental agency.
(g) The Notes are unsecured and not convertible into shares or equity capital of
BCP, subject to the loss absorption provisions described in Section 6.2.
Section 2.2. Execution and Authentication.
(a) An Officer shall sign the Notes for BCP by manual or facsimile signature. If
an Officer whose signature is on a Note no longer holds that office at the time the Trustee
authenticates the Note, the Note shall be valid nevertheless.

14

(b) A Note shall not be validly issued until an authorized signatory of the Trustee
manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive
evidence that such Note has been duly and validly authenticated and issued under this Indenture.
(c) At any time and from time to time after the execution and delivery of this
Indenture, the Trustee shall authenticate and make available for delivery Notes upon a written
order of BCP signed by two Officers or by an Officer and either an Assistant Treasurer or an
Assistant Secretary of BCP (the Bank Order). A Bank Order shall specify the amount of the
Notes to be authenticated and the date on which such Notes or Additional Notes, as the case may
be, are to be authenticated.
(d) The Trustee may appoint an agent (the Authenticating Agent) reasonably
acceptable to BCP to authenticate the Notes. Unless limited by the terms of such appointment,
any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by the
Authenticating Agent.
(e) In case a successor Person has executed an indenture supplemental hereto
with the Trustee pursuant to Article IX, any of the Notes authenticated or delivered prior to such
transaction may, from time to time, at the written request of the successor Person, be exchanged
for other Notes executed in the name of the successor Person with such changes in phraseology
and form as may be appropriate, but otherwise identical to the Notes surrendered for such
exchange and of like principal amount; and the Trustee, upon Bank Order of the successor
Person, shall authenticate and deliver Notes as specified in such order for the purpose of such
exchange. If Notes shall at any time be authenticated and delivered in any new name of a
successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration
of transfer of any Notes, such successor Person, at the option of the Holders but without expense
to them, shall provide for the exchange of all Notes at the time Outstanding for Notes
authenticated and delivered in such new name.
Section 2.3. Registrar, Transfer Agent and Paying Agent.
(a) BCP shall maintain an office or agency in the Borough of Manhattan, The
City of New York, and, if and so long as the Notes are listed on the Euro MTF, the alternative
market of the Luxembourg Stock Exchange, and the rules of the Euro MTF so require, in
Luxembourg (which office or agency may be an office of the Trustee or an Affiliate of the
Trustee), where Notes may be presented or surrendered for registration of transfer or for
exchange (the Transfer Agent), where Notes may be presented for payment (the Paying
Agent) and an office or agency for the service of notices and demands (other than for service of
process which shall be effected pursuant to Section 11.8) to or upon BCP in respect of the Notes
and this Indenture. The registrar (the Registrar) shall keep a register of the Notes and of their
transfer and exchange (the Note Register). BCP may have one or more co-Registrars and one
or more additional Paying Agents. The term Registrar includes any co-Registrar, the term
Paying Agent includes the Luxembourg Paying Agent and any additional Paying Agent and
the term Transfer Agent includes the Luxembourg Transfer Agent and any additional Transfer
Agent.

15

(b) BCP shall enter into an appropriate agency agreement with any Registrar,
Transfer Agent, Paying Agent or co-Registrar other than the Trustee. The agreement shall
implement the provisions of this Indenture that relate to such agent. BCP shall notify the Trustee
in writing of the name and address of each such Agent. If BCP fails to maintain a Registrar,
Transfer Agent or Paying Agent in the Borough of Manhattan, City of New York, the Trustee
shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section
7.6. BCP or any Affiliate of BCP may act as Paying Agent, Registrar, co-Registrar or Transfer
Agent.
(c) BCP initially appoints the Corporate Trust Office of the Trustee as one such
office or agency of BCP as required by Section 2.3(a) and appoints the Trustee as Registrar,
Paying Agent, Transfer Agent and agent for service of demands and notices (other than for
service of process which shall be effected pursuant to Section 11.8) in connection with the Notes
and this Indenture, until such time as another Person is appointed as such.
Section 2.4. Paying Agent to Hold Money in Trust. BCP shall require each
Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in
trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the
payment of principal of or interest on the Notes and shall notify the Trustee in writing of any
default by BCP in making any such payment. If BCP or any Affiliate of BCP of BCP acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate
trust fund. BCP at any time may require a Paying Agent (other than the Trustee) to pay all
money held by it to the Trustee and to account for any funds disbursed by such Paying Agent.
Upon complying with this Section 2.4, the Paying Agent (if other than BCP) shall have no
further liability for the money delivered to the Trustee. Upon any liquidation, insolvency or
similar proceeding with respect to BCP or any Affiliate of BCP, if BCP or any Affiliate of BCP
is then acting as Paying Agent, the Trustee shall replace BCP or any Affiliate of BCP as Paying
Agent.
Section 2.5. Holder Lists. The Registrar shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and addresses of Holders
and shall provide such list to BCP in writing at least five Business Days before each Regular
Record Date and at such other reasonable times as BCP may request in writing. If the Trustee is
not the Registrar, BCP shall furnish to the Trustee, in writing at least five Business Days before
each Regular Record Date and at such other reasonable times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably require of the
names and addresses of Holders.
Section 2.6. Global Note Provisions.
(a) Each Global Note initially shall: (i) be registered in the name of DTC or the
nominee of DTC, (ii) be delivered to the Note Custodian, and (iii) bear the appropriate legend, as
set forth in Section 2.7 and in Exhibits A-1 and A-2. Any Global Note may be represented by
more than one certificate. The aggregate principal amount of each Global Note may from time
to time be increased or decreased by adjustments made on the records of the Trustee, as provided
in this Indenture.

16

(b) Members of, or participants in, DTC (Agent Members) shall have no rights
under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note
Custodian under such Global Note, and DTC may be treated by BCP, the Trustee, any Agent and
any of their agents as the absolute owner of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent BCP, the Trustee, any Agent or any
of their agents from giving effect to any written certification, proxy or other authorization
furnished by DTC or impair, as between DTC and its Agent Members, the operation of
customary practices of DTC governing the exercise of the rights of an owner of a beneficial
interest in any Global Note. The registered Holder of a Global Note may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may hold interests
through Agent Members, to take any action that a Holder is entitled to take under this Indenture
or the Notes.
(c) Except as provided below, owners of beneficial interests in Global Notes will
not be entitled to receive Certificated Notes. Certificated Notes, either in the form of
Exhibit A-1 or Exhibit A-2, as applicable, shall be issued to all owners of beneficial interests in a
Global Note in exchange for such interests if:
(i)
DTC notifies BCP that it is unwilling or unable to continue as depositary
for such Global Note or at any time DTC ceases to be a clearing agency registered under
the Exchange Act, at a time when DTC is required to be so registered in order to act as
depositary, and in each case a successor depositary is not appointed by BCP within 90
calendar days of such notice;
(ii)
BCP executes and delivers to the Trustee and the Registrar an Officers
Certificate stating that such Global Note shall be so exchangeable; or
(iii) an Acceleration Event with respect to the Notes has occurred and is
continuing and the Trustee has received a request from DTC that Certificated Notes be
issued in exchange for beneficial interests in a Global Note.
In connection with the exchange of an entire Global Note for Certificated Notes
pursuant to this paragraph (c), such Global Note shall be deemed to be surrendered to the Trustee
for cancellation, and BCP shall execute, and upon a Bank Order the Trustee shall authenticate
and deliver, to each beneficial owner identified in writing by DTC in exchange for its beneficial
interest in such Global Note, an equal aggregate principal amount of Certificated Notes of
authorized denominations.
(d) Except as provided above, owners of beneficial interests in a Global Note will
not be entitled to receive physical delivery of Certificated Notes and will not be considered the
Holders of the Notes for any purpose under this Indenture and no Notes represented by a Global
Note will be exchangeable. Accordingly, each Person owning a beneficial interest in a Global
Note must rely on the procedures of DTC (and if that Person is not a participant, on the
procedures of the participant through which that Person owns it interest) to exercise any rights of
a Holder under this Indenture or that Global Note.

17

Section 2.7. Legends.

(a) Each Global Note shall bear the legend specified therefor in Exhibits A-1 and
A-2 on the face thereof.
(b) [INTENTIONALLY LEFT BLANK]
(c) Each Restricted Note shall bear the private placement legend specified
therefor in Exhibits A-1 on the face thereof (the Private Placement Legend).
Section 2.8. Transfer and Exchange.
(a) The following provisions shall apply with respect to any proposed transfer of
an interest in a Rule 144A Global Note: If (1) the owner of a beneficial interest in a Rule 144A
Global Note wishes to transfer such interest (or portion thereof) to a Non-U.S. Person pursuant to
Regulation S and (2) such Non-U.S. Person wishes to hold its interest in the Notes through a
beneficial interest in the Regulation S Global Note, (x) upon receipt by the Registrar of:
(A)
instructions from the Holder of the Rule 144A Global Note
directing the Registrar to credit or cause to be credited a beneficial interest in the
Regulation S Global Note equal to the principal amount of the beneficial interest
in the Rule 144A Global Note to be transferred, and
(B)

a certificate in the form of Exhibit B from the transferor,

and (y) subject to the rules and procedures of DTC, the Registrar shall direct DTC to increase the
Regulation S Global Note and decrease the Rule 144A Global Note by such amount in
accordance with the foregoing.
(b) If the owner of an interest in a Regulation S Global Note wishes to transfer
such interest (or any portion thereof) to a QIB pursuant to Rule 144A prior to the expiration of
the Distribution Compliance Period thereof, (x) upon receipt by the Registrar of:
(A)
instructions from the Holder of the Regulation S Global Note
directing the Registrar to credit or cause to be credited a beneficial interest in the
Rule 144A Global Note equal to the principal amount of the beneficial interest in
the Regulation S Global Note to be transferred, and
(B)
transferor,

a certificate in the form of Exhibit C duly executed by the

and (y) in accordance with the rules and procedures of DTC, the Registrar shall direct DTC to
increase the Rule 144A Global Note and decrease the Regulation S Global Note by such amount
in accordance with the foregoing.
(c) Other Transfers. Any registration of transfer not described above (other than
a transfer of a beneficial interest in a Global Note that does not involve an exchange of such
interest for a Certificated Note or a beneficial interest in another Global Note, which must be

18

effected in accordance with applicable law and the rules and procedures of DTC, but is not
subject to any procedure required by this Indenture) shall be made only upon receipt by BCP of
such Opinions of Counsel, certificates and/or other information reasonably required by and
satisfactory to it in order to ensure compliance with the Securities Act or in accordance with
paragraph (d) of this Section 2.8.
(d) Use and Removal of Private Placement Legends. Upon the registration of
transfer, exchange or replacement of Notes (or beneficial interests in a Global Note) not bearing
(or not required to bear upon such transfer, exchange or replacement) a Private Placement
Legend, the Registrar shall exchange such Notes (or beneficial interests) for beneficial interests
in a Global Note (or a Certificated Note if it has been issued pursuant to Section 2.6(c)) that does
not bear a Private Placement Legend. Upon the registration of transfer, exchange or replacement
of Notes (or beneficial interests in a Global Note) bearing a Private Placement Legend, the
Registrar shall deliver only Notes (or beneficial interests in a Global Note) that bear a Private
Placement Legend unless:
(i)
such Notes (or beneficial interests) are transferred pursuant to Rule 144
upon delivery to the Registrar of a certificate of the transferor in the form of Exhibit D
and an Opinion of Counsel reasonably satisfactory to BCP;
(ii)
such Notes (or beneficial interests) are transferred, replaced or exchanged
after, in the case of (A) any 144A Global Note, the Resale Restriction Termination Date
therefore or (B) any Regulation S Global Note, the Distribution Compliance Period,
which such date, upon the request of the Registrar, shall be notified to the Registrar by
BCP in writing; or
(iii) in connection with such transfer, exchange or replacement the Registrar
shall have received an Opinion of Counsel to the effect that neither such Private
Placement Legend nor the related restrictions on transfer are required in order to maintain
compliance with the provisions of the Securities Act.
The Private Placement Legend on any Note shall be removed at the written request of the Holder
on or after the Resale Restriction Termination Date therefore, which such date, upon the request
of the Registrar, shall be notified to the Registrar by BCP in writing. The Holder of a Global
Note bearing the Private Placement Legend may exchange an interest therein for an equivalent
interest in a Global Note not bearing a Private Placement Legend (other than a Regulation S
Global Note) upon transfer of such interest pursuant to any of clauses (i) through (iii) of this
paragraph (d).
(e) Consolidation of Notes. Nothing in this Indenture shall provide for the
consolidation of any Notes with any other Notes to the extent that they constitute, as determined
pursuant to an Opinion of Counsel, different classes or issues of securities for U.S. federal
income tax purposes.
(f) Retention of Documents. The Registrar shall retain copies of all letters,
notices and other written communications received pursuant to this Article II. BCP shall have

19

the right to inspect and make copies of all such letters, notices or other written communications
at any reasonable time upon the giving of reasonable written notice to the Registrar.
(g) Execution, Authentication of Notes, etc.
(i)
Subject to the other provisions of this Section 2.8, when Notes are
presented to the Registrar or a co-Registrar with a request to register the transfer of such
Notes or to exchange such Notes for an equal principal amount of Notes of other
authorized denominations, the Registrar or co-Registrar shall register the transfer or make
the exchange as requested if its requirements for such transaction as set forth in this
Indenture and the Notes are met; provided that any Notes presented or surrendered for
registration of transfer or exchange shall be duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Registrar or co-Registrar, duly executed
by the Holder thereof or such Holders attorney duly authorized in writing. To permit
registrations of transfers and exchanges and subject to the other terms and conditions of
this Article II, BCP will execute, and upon receipt of a Bank Order the Trustee will
authenticate, Certificated Notes and Global Notes at the Registrars or co-Registrars
request.
(ii)
No service charge shall be made to a Holder for any registration of
transfer or exchange, but BCP may require payment of a sum sufficient to cover any
transfer tax, assessments, or similar governmental charge payable in connection
therewith.
(iii) The Registrar or co-Registrar shall not be required to (1) register the
transfer of or exchange of any Note for a period beginning: (A) on the date 15 days
before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the
close of business on the day of such mailing or (B) on the date 15 days before an Interest
Payment Date and ending on such Interest Payment Date or (2) register the transfer of or
exchange of any Note selected for redemption in whole but not in part.
(iv)
Prior to the due presentation for registration of transfer of any Note, BCP,
the Trustee, the Paying Agent, the Registrar or any co-Registrar may deem and treat the
Person in whose name a Note is registered as the absolute owner of such Note for the
purpose of receiving payment of principal of and interest on such Note and for all other
purposes whatsoever, whether or not such Note is overdue, and none of BCP, the Trustee,
the Paying Agent, the Registrar or any co-Registrar shall be affected by notice to the
contrary.
(v)
All Notes issued upon any transfer or exchange pursuant to the terms of
this Indenture shall evidence the same debt and shall be entitled to the same benefits
under this Indenture as the Notes surrendered upon such transfer or exchange.
(h) No Obligation of the Trustee.
(i)
None of the Trustee or any Agent shall have any responsibility or
obligation to any beneficial owner of an interest in a Global Note, a member of, or a
participant in, DTC or other Person with respect to the accuracy of the records of DTC or
20

its nominee or of any participant or member thereof, with respect to any ownership
interest in the Notes or with respect to the delivery to any participant, member, beneficial
owner or other Person (other than DTC) of any notice (including any notice of
redemption) or the payment of any amount or delivery of any Notes (or other security or
property) under or with respect to such Notes. All notices and communications to be
given to the Holders and all payments to be made to Holders in respect of the Notes shall
be given or made only to or upon the order of the registered Holders (which shall be DTC
or its nominee in the case of a Global Note). The rights of beneficial owners in any
Global Note shall be exercised only through DTC subject to the applicable rules and
procedures of DTC. The Trustee and each Agent may rely and shall be fully protected in
relying upon information furnished by DTC with respect to its members, participants and
any beneficial owners.
(ii)
None of the Trustee or any Agent shall have any obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in
any Note (including any transfers between or among DTC participants, members or
beneficial owners in any Global Note) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and
when expressly required by, the terms of this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements hereof.
Section 2.9. Mutilated, Destroyed, Lost or Stolen Notes.
(a) If a mutilated Note is surrendered to the Registrar, and the Trustee and BCP
receive evidence to their satisfaction that the Note has been lost, destroyed or wrongfully taken,
and the Holder satisfies any other reasonable requirements of BCP and the Trustee, BCP shall
execute and upon receipt of a Bank Order the Trustee shall authenticate a replacement Note. If
required by the Trustee or BCP, such Holder shall furnish an affidavit of loss and indemnity
bond sufficient in the judgment of BCP and the Trustee to protect BCP, the Trustee, the Paying
Agent, the Transfer Agent, the Registrar and any co-Registrar from any loss that any of them
may suffer if a Note is replaced, and, in the absence of notice to BCP or the Trustee that such
Note has been acquired by a protected purchaser, BCP shall execute and upon receipt of a Bank
Order the Trustee shall authenticate and make available for delivery, in exchange for any such
mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and
principal amount, bearing a number not contemporaneously Outstanding.
(b) Upon the issuance of any new Note under this Section 2.9, BCP may require
the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the
Trustee) in connection therewith.
(c) Every new Note issued pursuant to this Section 2.9 in exchange for any
mutilated Note, or in lieu of any destroyed, lost or stolen Note, shall constitute an original
additional contractual obligation of BCP, whether or not the mutilated, destroyed, lost or stolen
Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this
Indenture equally and proportionately with any and all other Notes duly issued hereunder.

21

Section 2.10. Maturity.

(a) The Notes will mature on November 6, 2069, unless previously redeemed.
(b) No payments in respect of the principal of the Notes shall be made prior to the
Stated Maturity, except in the case of the occurrence of an Acceleration Event as provided herein
or upon Optional Redemption, as described in Section 5.1 or Special Event Redemption, as
described in Section 5.2, prior to the Stated Maturity.
Section 2.11. Interest.
(a) Subject to Section 2.12 and 2.16, the Notes will accrue interest on the
principal amount of the Notes from and including the Issue Date up to and excluding November
6, 2019, which is referred to as the Fixed Rate Period, at a fixed annual rate of 9.75% (the
Fixed Interest Rate), payable semi-annually in arrears by BCP on November 6 and May 6 of
each year, commencing on May 6, 2010 (each a Fixed Interest Payment Date). From and
including November 6, 2019 to (but excluding) the Stated Maturity (the Floating Rate Period),
interest on the Notes will be payable, subject to Sections 2.12 and 2.16, on the principal amount
of the Notes quarterly in arrears on November 6, February 6, May 6 and August 6 of each year
(each a Floating Interest Payment Date and taken together with the Fixed Interest Payment
Dates, the Interest Payment Dates) commencing on February 6, 2020 at a rate (the Floating
Interest Rate) equal to the sum of the Three Month LIBOR Rate determined as of the second
Business Day prior to the commencement of each Floating Interest Period plus 816.7 basis points
per annum (the Applicable Margin), as determined by the Calculation Agent as of the second
Business Day prior to the commencing of each Floating Interest Period (the Interest
Determination Date). The Floating Interest Rate determined by the Calculation Agent, in the
absence of manifest error, will be binding and conclusive. The Calculation Agent shall notify
the Luxembourg Stock Exchange of the interest rate with respect to each Floating Interest Period
and the amount of interest payable on the related Floating Interest Payment Date, so long as the
Notes are listed thereon and the Luxembourg Stock Exchange so requires. The period from and
including a Fixed Interest Payment Date, or the Issue Date in case of the first Fixed Interest
Period, to but excluding the next Fixed Interest Payment Date is called a Fixed Interest Period.
The period from and including February 6, 2020 to but excluding the first Floating Interest
Payment Date and each period thereafter from and including a Floating Interest Payment Date to
but excluding the next Floating Interest Payment Date is referred to as a Floating Interest
Period.
(b) During any Fixed Interest Period, if any Fixed Interest Payment Date would
otherwise fall on a date that is not a Business Day, the required payment of interest shall be made
on the next succeeding Business Day, with the same force and effect as if made on such Fixed
Interest Payment Date, and no further interest shall accrue as a result of the delay. During any
Floating Interest Period, if any Floating Interest Payment Date would otherwise fall on a day that
is not a Business Day, it shall be postponed to the next day that is a Business Day unless it would
thereby fall into the next calendar month in which event such Floating Interest Payment Date
shall be brought forward to the immediately preceding Business Day and the amount of interest
payable shall be adjusted accordingly. The amount of interest payable in respect of a Fixed
Interest Period will be calculated on the basis of a 360-day year of twelve 30-day months.

22

Interest on the Notes to be calculated in respect of a Floating Interest Period will be calculated on
the basis of the actual number of days elapsed in the interest period concerned divided by 360.
(c) If an interest payment has been cancelled as per Section 2.12, accrued interest
on the Notes will be cancelled and interest will also cease to accrue. Interest on the Notes will
restart accruing at the beginning of the next Fixed Interest Period or Floating Interest Period as
the case may be. Interest payments on the Notes will be non-cumulative, so that in the event of
any Optional Cancellation of Interest or Mandatory Cancellation of Interest (in whole or in part),
the interest will not accrue or be due and BCP will not be required to pay any unpaid interest on
the Interest Payment Date or at any other time. The cancellation of accrual and payment of
interest in accordance with this Section and Section 2.12 will not constitute an Acceleration
Event or a default hereunder.
Section 2.12. Cancellation of Interest.
(a) BCP may cancel any payment of interest on the Notes on any Interest
Payment Date (an Optional Cancellation of Interest), in whole or in part, at any time.
(b) BCP will not be permitted to pay interest on the Notes on an Interest Payment
Date (a Mandatory Cancellation of Interest) and such interest will not be due and payable in
the event that:
(i)

BCP determines that it is in non-compliance with applicable minimum Regulatory

Capital requirements set forth in Article 199 (and transition provisions) of the
Peruvian Banking Law, and in regulations issued by the SBS or any amendment
or successor thereto (a Non-Compliance Event Mandatory Cancellation); or

(ii)

there is a prohibition of the SBS (in accordance with applicable law) applicable to
BCP on paying interest or making other payments or distributions on or in respect
of all or part of its securities (including the Notes) (a Regulatory Prohibition
Event Mandatory Cancellation); or

(iii)

the SBS enters a decree or order for the Intervention of BCP or for the
appointment of a custodian, conservator, receiver, liquidator, assignee, trustee,
sequestrator or other similar official in any Liquidation, insolvency or similar
proceeding with respect to BCP or all or substantially all of BCPs property, in
each case pursuant to the Peruvian Banking Law (an Intervention/Liquidation
Event Mandatory Cancellation); or

(iv)

to the extent that, based on its last fiscal year end audited unconsolidated financial
statements, BCP does not have any Distributable Profits (a Distributable Profits
Event Mandatory Cancellation).

Notwithstanding anything herein to the contrary, an Optional Cancellation of

Interest or a Mandatory Cancellation of Interest shall not constitute a default or give rise to any
Acceleration Event under this Indenture or the Notes in which case Holders of the Notes will not
have any claim therefor, whether or not interest is paid in respect of any other period.

23

(c) Notices of Cancellation of Interest. In the event that BCP has determined that
it will not pay interest on the Notes in full on the next Interest Payment Date, BCP will, promptly
thereafter and in any case no later than 15 Business Days prior to the relevant Interest Payment
Date, notify the Trustee by delivering an Officers Certificate to that effect to enable the Trustee
to notify the Holders of the Notes. In the event the Trustee receives an Officers Certificate in
accordance with the foregoing, the Trustee shall deliver notice of cancellation of interest to the
Holders prior to the relevant Interest Payment Date.
Section 2.13. Cancellation of Notes. BCP at any time may deliver Notes to the
Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any
Notes surrendered to them for redemption, registration of transfer, exchange or payment. Only
the Trustee, and no other entity, shall cancel and dispose of cancelled Notes in accordance with
its policy of disposal or return to BCP, upon its written request, all Notes surrendered for
redemption, registration of transfer, exchange, payment or cancellation. BCP may not issue new
Notes to replace Notes it has paid or delivered to the Trustee for cancellation for any reason
other than in connection with a transfer or exchange and upon Bank Order.
Section 2.14. [Intentionally left blank] .
Section 2.15. Additional Amounts.
(a) All payments in respect of the Notes will be made free and clear of and
without any deduction or withholding for or on account of any present or future Taxes, unless the
withholding or deduction of such Taxes is required by law or the official interpretation thereof,
or by the administration thereof. If BCP shall be required by any law of any Taxing Jurisdiction
to withhold or deduct any Taxes from or in respect of any sum payable under the Notes, BCP
shall (i) pay such additional amounts (Additional Amounts) as may be necessary in order that
the net amounts receivable by Holders of any Notes after such withholding or deduction shall
equal the respective amounts which would have been receivable by such Holder in the absence
of such withholding or deduction, (ii) make such withholding or deduction, and (iii) pay the full
amount withheld or deducted to the relevant tax or other authority in accordance with applicable
law, except that no such Additional Amounts will be payable in respect of any Note:
(i)

to the extent that such Taxes are imposed or levied by reason of such Holder (or the
beneficial owner) having some connection with the Taxing Jurisdiction other than the
mere holding (or beneficial ownership) of such Note or receiving principal or interest
payments on the Notes, (including but not limited to citizenship, nationality,
residence, domicile, or existences of a business, permanent establishment, a
dependant agent, a place of business or a place of management present or deemed
present in the Taxing Jurisdiction);

(ii)

to the extent such Taxes are imposed on, or measured by, net income of the Holder
(or beneficial owner);

(iii)

in the event that the Holder (or beneficial owner) fails to comply with any
certification, identification or other reporting requirement concerning nationality,
residence, identity or connection with the Taxing Jurisdiction if (1) compliance is

24

required by applicable law, regulation, administrative practice or treaty as a

precondition to exemption from all or part of the taxes, (2) if the certification,
identification or other reporting requirement does not concern nationality, residence
or identity with the Taxing Jurisdiction, the Holder (or beneficial owner) is able to
comply with these requirements without undue hardship and (3) BCP has given the
Holders (or beneficial owners) at least 30 calendar days prior notice that they will be
required to comply with such requirement;
(iv)

in the event that the Holder fails to surrender (where surrender is required) its Note
for payment within 30 days after BCP has made available a payment of principal or
interest, provided that BCP will pay Additional Amounts to which a Holder would
have been entitled had the Note been surrendered on the last day of such 30-day
period;

(v)

to the extent that such Taxes are imposed by reason of an estate, inheritance, gift,
personal property, value added, use or sales tax or any similar taxes, assessments or
other governmental charges;

(vi)

where such withholding or deduction of Taxes is imposed on a payment to an

individual and is required to be made pursuant to any European Council Directive
2003/84/EC or any other directive on the taxation of savings implementing the
conclusions of the European Council of Economic and Finance Ministers (ECOFIN)
meeting of June 3, 2003 or any law implementing or complying with, or introduced in
order to conform to, such directive;

(vii)

by or on behalf of a Holder who has been able to avoid such withholding or deduction
of Taxes by presenting the relevant Note to another Paying Agent in a member state
of the European Union; or

(viii) any combination of items (i) to (vii) above.

(b) BCP will indemnify non-Peruvian Holders of the Notes from and against any
Peruvian value added tax they may incur in respect of payments under the Notes; such
indemnified amounts are herein referred to as VAT Additional Amounts.
(c) Any reference to payments on the Notes shall be deemed also to include any
Additional Amounts or VAT Additional Amounts. However, no Holder of the Notes shall be
entitled to receive any Additional Amounts or VAT Additional Amounts greater than the
amounts necessary in order that the net amounts receivable by such Holder after such
withholding or deduction equal the respective amounts which would have been receivable by
such Holder in the absence of such withholding or deduction, subject to the exceptions above.
Section 2.16. Additional Notes.
(a) BCP may, from time to time, subject to compliance with any other applicable
provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this
Indenture Additional Notes having the same ranking, interest rate, maturity date and other terms

25

and conditions in all respects as those of the other Outstanding Notes, except that Additional
Notes:
(i)

may have a different issue date or issue price from other Outstanding

Notes;
(ii)
may have a different amount of interest payable on the first Interest
Payment Date after issuance than is payable on other Outstanding Notes; and
(iii) may have terms specified in the Additional Note Board Resolution or
Additional Note Supplemental Indenture for such Additional Notes making appropriate
adjustments to this Article II and to Exhibits A-1 and A-2 (and related definitions)
applicable to such Additional Notes in order to conform to and ensure compliance with
the Securities Act (or other applicable securities laws) and any agreement applicable to
such Additional Notes, which are not adverse in any material respect to the Holder of any
Notes previously issued hereunder and not cancelled (other than such Additional Notes).
provided, that if such Additional Notes will bear the same CUSIP number or otherwise will be
indistinguishable from the Issue Date Notes, no such Additional Notes may be issued unless
BCP delivers to the Trustee an Opinion of Counsel to the effect that the character, source and
timing of any income to be derived from the Additional Notes for U.S. federal income tax
purposes are in all respects identical to those of the Notes.
(b) Any Additional Notes, together with any Notes previously issued hereunder,
will constitute a single series of Notes under this Indenture.
Section 2.17. Miscellaneous.
(a) Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures BCP has caused CUSIP or ISIN numbers to be printed on the
Notes and has directed the Trustee to use CUSIP or ISIN numbers in notices of redemption as a
convenience to Holders. No representation is made as to accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance may be placed only
on the other identification numbers placed thereon.
(b) Except as provided in Section 2.11(b), with respect to an Interest Payment
Date, if a payment date is not a Business Day, payment shall be made on the next succeeding day
that is a Business Day, and no interest shall accrue for the intervening period. If a regular
Regular Record Date is not a Business Day, the Regular Record Date shall not be affected.
ARTICLE III
COVENANTS
Section 3.1. Payment of Notes. BCP shall pay the principal of and interest on the
Notes in U.S. Legal Tender on the dates and in the manner provided in the form of the Notes
contained in Exhibits A-1 and A-2 and in this Indenture. Prior to 11 a.m. New York City time on
the Business Day preceding each Interest Payment Date, Redemption Date and the Stated
26

Maturity, BCP shall deposit with the Paying Agent in immediately available funds U.S. Legal
Tender sufficient to make cash payments due on such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be. If BCP or an Affiliate of BCP is acting as Paying Agent,
BCP or such Affiliate shall, prior to 11 a.m. New York City time on each Interest Payment Date,
Redemption Date and the Stated Maturity, segregate and hold in trust U.S. Legal Tender
sufficient to make cash payments due on such Interest Payment Date or Stated Maturity, as the
case may be. Principal and interest shall be considered paid on the date due if prior to 11 a.m.
New York City time on such date the Trustee or the Paying Agent (other than BCP or an
Affiliate of BCP) holds in accordance with this Indenture U.S. Legal Tender designated for and
sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the
case may be, is not prohibited from paying such money to the Holders on that date pursuant to
the terms of this Indenture.
Section 3.2. Dividend Stopper. BCP covenants that if interest that is due and
payable on the Notes is not paid or interest has not been paid in accordance with Section 2.12,
BCP shall not, and shall cause its majority-owned Subsidiaries to, do any of the following until
such time as, (i) in the case of a Mandatory Cancellation of Interest (other than a Distributable
Profits Event Mandatory Cancellation), payments of interest on the Notes have been resumed in
full, and (ii) in the case of a Distributable Profits Event Mandatory Cancellation or an Optional
Cancellation of Interest, payments of interest on the notes and securities that rank pari passu
with the Notes have been resumed in full for a period equivalent to twelve consecutive months:
(a) declare, pay or distribute a dividend or make a payment on, or in respect of,
any securities that in bankruptcy, liquidation or dissolution, rank junior to or pari passu with the
Notes, other than:
(i)
payments of interest on the Notes and any securities or guarantees of
securities that, in each case, rank equal in right of payment to the Notes, so long as the
amount of payments made on account of the Notes and such securities or guarantees is
paid on the Notes and all such securities and guarantees then outstanding on a pro rata
basis in proportion to the full payment to which the Notes and each series of such
securities and guarantees is then entitled if paid in full;
(ii)
non-cash dividends or non-cash payments in shares of or options, warrants
or rights to subscribe for or purchase shares of, BCPs common stock;
(iii) any declaration of a non-cash stock dividend in connection with the
implementation of a stockholders rights plan, or the issuance of stock under any such
plan in the future; and
(iv)
(x) dividends or other distributions to BCP or any Subsidiary of BCP by a
Subsidiary of BCP on such Subsidiarys capital stock or with respect to any other interest
or participation in, or measured by, such Subsidiarys profits or (y) payments by any
subsidiary of BCP of indebtedness owed to BCP or any of its Subsidiaries; or

27

(b) redeem, purchase or otherwise acquire for any consideration any of BCPs
securities that in bankruptcy, liquidation or dissolution, rank junior to or pari passu with the
Notes, other than:
(i)

by conversion into, or in exchange for, BCPs common stock;

(ii)
in connection with transactions effected by or for BCPs customers or
customers of any of BCPs subsidiaries or in connection with interest, trading or marketmaking activities in respect of those securities;
(iii) in connection with the satisfaction of BCPs obligations or the obligations
of any of its subsidiaries under any employee benefit plans or similar arrangements with,
or for the benefit of, employees, officers, directors or consultants;
(iv)
as a result of a reclassification of BCPs capital stock or the capital stock
of any of its subsidiaries or the exchange or conversion of one class or series of capital
stock for another class or series of capital stock;
(v)
the purchase of the fractional interests in shares of BCPs capital stock or
the capital stock of any of its subsidiaries pursuant to the conversion or exchange
provisions of that capital stock (or the security being converted or exchanged); or
(vi)
payments of principal on the Notes and any securities or guarantees of
securities that, in each case, rank equal in right of payment to the Notes, so long as the
amount of payments made on account of the Notes and such securities or guarantees is
paid on the Notes and all such securities and guarantees then outstanding on a pro rata
basis in proportion to the full payment to which the Notes and each series of such
securities and guarantees is then entitled if paid in full.
Section 3.3. Maintenance of Office or Agency.
(a) BCP shall maintain each office or agency required under Section 2.3 as
appointed pursuant to Section 2.3(c). BCP will give prompt written notice to the Trustee of any
change in the location of any such office or agency. If at any time BCP shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and BCP hereby initially appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.
(b) BCP may also from time to time designate one or more other offices or
agencies (in or outside of The City of New York) where the Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind any such
designation; provided that no such designation or rescission shall relieve BCP of its obligation to
maintain an office or agency in The City of New York or, if and so long as the Notes are listed
on the Euro MTF, the alternative market of the Luxembourg Stock Exchange, and the rules of
the Euro MTF so require, in Luxembourg, for such purposes.

28

Section 3.4. Corporate Existence. Subject to Article IV, BCP will do or cause to
be done all things necessary to preserve and keep in full force and effect its corporate existence.
Section 3.5. Compliance Certificate. BCP shall deliver to the Trustee within 120
days after the end of each fiscal year of BCP commencing with the fiscal year ending December
31, 2009 an Officers Certificate stating that in the course of the performance by the signers of
their duties as Officers of BCP they would normally have knowledge of any Acceleration Event
and whether, to the best of their knowledge, any Acceleration Event has occurred during such
period, and describing any such Acceleration Event, its status and what action BCP is taking or
proposes to take with respect thereto.
Section 3.6. Further Instruments and Acts. Upon the reasonable request of the
Trustee, BCP will execute and deliver such further instruments and do such further acts as may
be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.
Section 3.7. Waiver of Stay, Extension or Usury Laws. BCP covenants (to the
fullest extent permitted by applicable law) that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any
usury law or other law that would prohibit or forgive BCP from paying all or any portion of the
principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the covenants or the performance of this Indenture.
BCP hereby expressly waives (to the fullest extent permitted by applicable law) all benefit or
advantage of any such law, and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.
Section 3.8. Maintenance of Approvals.
(a) BCP will use its reasonable best efforts to maintain in full force and effect all
authorizations, approvals, consents or licenses of any governmental authority which are
necessary under the laws of Peru or any other jurisdiction having jurisdiction over BCP or BCPs
business, assets or property and are necessary in connection with the performance of BCPs
obligations under this Indenture and the Notes.
(b) BCP will deliver to the SBS all documents required under the terms of the
authorization of the SBS for the issuance of the Notes within the term set forth therein.
Section 3.9. [Intentionally Left Blank].
Section 3.10. Provision of Information and Reports.
(a) So long as any Notes are Outstanding, BCP will provide or cause to be
provided to the Trustee:
(i)
any financial statements which BCP may file with the SEC, the Peruvian
National Companies and Securities Commission, with any other securities or regulatory
authority in Peru or otherwise make available to the public (except in the case of financial
data made available to applicable bank regulatory authorities in Peru that is subsequently
29

released by such authorities in such language or form as such financial statements are
prepared);
(ii)
in Spanish, as soon as available and in any case within 45 calendar days
after the end of each fiscal quarter (other than the fourth quarter), its unaudited
consolidated balance sheet, statement of income, statement of changes in stockholders
equity and statements of cash flow calculated in accordance with Peruvian GAAP or in
accordance with such accounting standards as may from time to time be required for
Peruvian banks (unless BCP is preparing interim financial statements under U.S. GAAP
for purposes of making filings under the United States securities laws, in which case this
clause (ii) shall be deemed to apply to U.S. GAAP rather than Peruvian GAAP and such
financial statements shall be delivered as soon as available together with any reports as
may be prepared in connection therewith and in any case within 45 calendar days after
the end of the fiscal quarter); and
(iii) in English (or accompanied by an English translation thereof) as soon as
available and in each case within 90 calendar days after the end of each fiscal year, its
audited and consolidated balance sheet, statement of income, statement of changes in
stockholders equity and statement of cash flow in accordance with Peruvian GAAP or
U.S. GAAP or such other accounting standards as may from time to time be required for
Peruvian banks and accompanied by a report thereon by an independent public
accountant of recognized international standing, together in all cases under (ii) and (iii)
with a description, if applicable of the principal differences between U.S. GAAP and the
applicable accounting standards under which such financial statements have been
prepared.
(b) So long as the Notes are restricted securities within the meaning of Rule
144A(a)(3) under the Securities Act, BCP will, to the extent required, furnish to any Holder of
Notes issued under Rule 144A, or to any prospective purchaser designated by such Holder of
Notes, upon request of such Holder of Notes, financial and other information described in
paragraph (d)(4) of Rule 144A with respect to BCP to the extent required in order to permit such
Holder of Notes to comply with Rule 144A with respect to any resale of its note, unless during
that time, BCP is subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, or is exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act and no
such information about BCP is otherwise required pursuant to Rule 144A.
(c) Delivery of the above reports to the Trustee is for informational purposes only
and the Trustees receipt of such reports shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including
BCPs compliance with any of its covenants in this Indenture (as to which the Trustee is entitled
to rely exclusively on an Officers Certificate) or any other agreement or document.
Section 3.11. Listing.
(a) Copies of BCPs bylaws, this Indenture, as may be amended or supplemented
from time to time, BCPs published annual audited consolidated financial statements and any
published quarterly unaudited consolidated financial statements will be available at BCPs

30

principal executive offices, as well as at the offices of the Trustee, Registrar, Paying Agent and
Transfer Agent, and, in the event that the Notes are admitted to listing on the Official List of the
Luxembourg Stock Exchange and to trading on the Euro MTF, at the offices of the Luxembourg
Paying Agent and Luxembourg Transfer Agent, as such addresses are set forth in the Offering
Circular. BCP will maintain a Paying and Transfer Agent in Luxembourg for so long as any of
the Notes are listed on the Official List of the Luxembourg Stock Exchange.
(b) From and after the date the Notes are listed on the Euro MTF, the alternative
market of the Luxembourg Stock Exchange, and so long as it is required by the rules of such
exchange, all notices to the Holders shall be published in English in accordance with
Section 11.2(d).
(c) BCP shall notify the Trustee in writing promptly upon the listing or delisting
of the Notes on any stock exchange.
ARTICLE IV
SUCCESSOR PERSON
Section 4.1. Merger, Consolidation and Sale of Assets. BCP shall not, without
the consent of Holders of at least a majority in aggregate principal amount of the Outstanding
Notes, consolidate with or merge into, or convey or transfer, in one transaction or a series of
transactions, all or substantially all of its properties, deposits, assets and liabilities to any Person,
unless:
(a) the resulting Person, if other than BCP, is a bank organized and existing under
the law of Peru and assumes all of BCPs obligations to: (i) pay the principal of, and premium
and interest on, the Notes; and (ii) perform and observe all of BCPs other obligations under this
Indenture;
(b) BCP is not, or any successor Person, as the case may be, is not, immediately
after any such transaction, in default under this Indenture; and
(c) BCP and any successor Person delivers to the Trustee an Officers Certificate
and an Opinion of Counsel in accordance with Section 9.6 hereof.
Section 4.2. Successor Person to be Substituted for BCP. In the case of any
conveyance or transfer contemplated in Section 4.1 and upon the assumption by the successor
Person, by supplemental indenture pursuant to Section 9.7, executed and delivered to the Trustee
and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and
premium, if any, and interest and other amounts due (including any Additional Amounts) on the
Notes and the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed or observed by BCP, such successor Person shall
succeed to and be substituted for BCP, with the same effect as if it had been named herein
initially as BCP, and BCP thereupon shall be relieved of any further liability or obligation
hereunder or upon the Notes. Such successor Person, upon such conveyance or transfer, may
cause to be signed, and thereafter issue in its own name, any or all of the Notes issuable
hereunder, which theretofore shall not have been signed by BCP and delivered to the Trustee or
31

the Authenticating Agent, and, upon the written order of the successor Person instead of BCP
and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or
the Authenticating Agent shall authenticate and deliver any Notes that previously shall have been
signed and delivered by the Officers of BCP to the Trustee or the Authenticating Agent for
authentication, and any Notes that such successor Person thereafter shall cause to be signed and
delivered to the Trustee or the Authenticating Agent for that purpose to be issued by such
successor Person. All the Notes so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Notes had been issued at the date of the execution
hereof.
ARTICLE V
REDEMPTION OF NOTES
Section 5.1. Optional Redemption.
(a) Subject to the prior approval of the SBS or any other applicable Peruvian
regulator, if such approval is then required, BCP may at its option redeem the Notes in whole or
in part, on November 6, 2019 or on any Interest Payment Date occurring thereafter, at the Base
Redemption Amount (an Optional Redemption), provided that, in the event that BCP does not
redeem the entire aggregate principal amount of the Notes Outstanding, following such
redemption at least U.S.$100,000,000 in aggregate principal amount of the Notes must remain
Outstanding.
(b) In the event BCP elects to redeem the Notes pursuant to this Section 5.1, BCP
shall give or, subject to Section 5.5, cause the Trustee to give an irrevocable notice of
redemption, in the manner provided for in Section 11.2, at least 30 days but not more than 60
days prior to the Redemption Date, to each Holder of the Notes to be redeemed. If BCP itself
gives the notice, it shall also deliver a copy to the Trustee.
(c) If BCP is not redeeming all Outstanding Notes, then BCP shall deliver to the
Trustee, at least 45 days prior to the Redemption Date (unless the Trustee is satisfied with a
shorter period), an Officers Certificate requesting that the Trustee select the Notes to be
redeemed pro rata.
(d) In the event BCP elects to redeem the Notes pursuant to this Section 5.1, all
notices of Optional Redemption shall state:
(1)

the Redemption Date,

(2)

the Base Redemption Amount, payable as provided in Section 5.8,

(3)

whether or not BCP is redeeming all Outstanding Notes,

(4)
if BCP is not redeeming all Outstanding Notes, the aggregate
principal amount of Notes that BCP is redeeming and the aggregate principal amount of
Notes that will be Outstanding after the partial redemption,
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(5)
if BCP is redeeming only part of a Certificated Note, that on and
after the Redemption Date, upon surrender of that Note, the Holder will receive, without
charge, a new Certificated Note or Notes of authorized denominations for the principal
amount of the Certificated Note remaining unredeemed,
(6)
that on the Redemption Date the redemption price and any accrued
and unpaid interest payable to the Redemption Date as provided in Section 5.8 will
become due and payable in respect of each Note, to be redeemed, and, unless BCP
defaults in making the redemption payment, that interest on each Note to be redeemed
will cease to accrue on and after the Redemption Date,
(7)
the place or places where a Holder must surrender the Holders
Notes for payment of the redemption price, and
(8)
the CUSIP or ISIN number, if any, listed in the notice or printed on
the Notes, and that no representation is made as to the accuracy or correctness of such
CUSIP or ISIN number.
Section 5.2. Special Event Redemption.
(a) BCP may redeem the Notes, at any time prior to November 6, 2019 at its
option, subject to the prior approval of the SBS or any other Peruvian regulator, if then required,
in whole but not in part, at the applicable Special Event Redemption Amount upon the
occurrence of a Special Event (a Special Event Redemption) (subject to the right of Holders on
the relevant Regular Record Date to receive interest due on the related Interest Payment Date
occurring on or prior to the Redemption Date); provided that such redemption with respect to a
Regulatory Event may not be exercised in connection with an affirmative election by BCP that
the Notes will not qualify as Tier I Regulatory Capital of BCP.
(b) Except in respect of an early redemption upon the occurrence of a
Withholding Tax Event, BCP will be required, prior to exercising its redemption option pursuant
to this Section 5.2, to deliver to the Trustee an Officers Certificate together with a written legal
opinion of a recognized Peruvian counsel experienced in such matters, selected by BCP, in a
form satisfactory to the Trustee, confirming that it is entitled to exercise such right of redemption
and that such right of redemption has been authorized by the SBS or any other then applicable
Peruvian regulator.
(c) In respect of an early redemption upon the occurrence of a Withholding Tax
Event, BCP will be required, prior to exercising its redemption option pursuant to this
Section 5.2, to deliver to the Trustee an Officers Certificate together with a written legal opinion
of recognized Peruvian or Panamanian counsel experienced in tax law, selected by BCP, in a
form satisfactory to the Trustee, confirming that a Withholding Tax Event has occurred, as well
as an Officers Certificate and a written legal opinion of recognized Peruvian counsel
experienced in banking law, selected by BCP, in a form satisfactory to the Trustee confirming
that such right of redemption has been authorized by the SBS or any other then applicable
Peruvian regulator.

33

(d) In the event BCP elects to redeem the Notes pursuant to this Section 5.2, BCP
shall give or, subject to Section 5.5, cause the Trustee to give an irrevocable notice of
redemption, in the manner provided for in Section 11.2, at least 30 days but not more than 60
days prior to the Redemption Date, to each Holder of the Notes to be redeemed. If BCP itself
gives the notice, it shall also deliver a copy to the Trustee.
(e) In the event BCP elects to redeem the Notes pursuant to this Section 5.2, all
notices of a Special Event Redemption shall state:
(1)

the Redemption Date,

(2)

the Special Event Redemption Amount,

(3)
that on the Redemption Date the redemption price and any accrued
and unpaid interest payable to the Redemption Date as provided in Section 5.8 will
become due and payable in respect of each Note to be redeemed, and, unless BCP
defaults in making the redemption payment, that interest on each Note, or the portion of
each Note, to be redeemed, will cease to accrue on and after the Redemption Date,
(4)
the place or places where a Holder must surrender the Holders
Notes for payment of the redemption price, and
(5)
the CUSIP or ISIN number, if any, listed in the notice or printed on
the Notes, and that no representation is made as to the accuracy or correctness of such
CUSIP or ISIN number.
Section 5.3. [Intentionally left blank].
Section 5.4. Election to Redeem. BCP shall evidence its election to redeem any
Notes pursuant to Section 5.1 and Section 5.2 by a Board Resolution.
Section 5.5. Notice of Redemption. If BCP elects to have the Trustee give notice
of redemption under Section 5.1 or Section 5.2, then BCP shall deliver to the Trustee, at least 45
days but not more than 60 days prior to the Redemption Date (unless the Trustee agrees to a
shorter period in writing), a notice requesting that the Trustee give notice of redemption and
setting forth the information required by Section 5.1(d) (with the exception of the identification
of the particular Notes or portion of the particular Notes to be redeemed in case of a partial
redemption) or Section 5.2(e), as applicable, as well as setting forth whether or not the SBSs
authorization has been obtained (to the extent required by the applicable laws or this Indenture in
order to effect the redemption). If BCP elects to have the Trustee give notice of redemption, the
Trustee shall give the notice in the name of BCP and at BCPs expense.
Section 5.6. [Intentionally left blank].
Section 5.7. Deposit of Redemption Amount.
(a) Prior to 11:00 a.m. New York City time on the Business Day immediately
preceding the applicable Redemption Date, to the extent funds are legally available, with respect

34

to the Notes being redeemed and held by DTC or the its nominee, BCP shall deposit with the
Trustee or with a Paying Agent (or, if BCP is acting as Paying Agent, segregate and hold in trust
as provided in Section 2.4) an amount of money in immediately available funds sufficient to pay
the redemption price of, and accrued interest on, all the Notes that BCP is redeeming. The
Trustee or the Paying Agent shall then pay the applicable redemption amount to DTC.
(b) With respect to the Notes held in definitive form, the Trustee, to the extent
funds are legally available, will pay the applicable redemption amount to the Holders thereof
upon surrender of the Certificated Notes. Interest payable on or prior to the Redemption Date
shall be payable to the Holders of such Notes on the relevant Regular Record Dates. If notice of
an Optional Redemption or a Special Event Redemption shall have been given and funds
deposited with the Trustee to pay the applicable redemption amount for the Notes called for
redemption, then upon the date of such deposit, all rights of the Holders of the Notes will cease,
except the right of the Holders of the Notes to receive the applicable redemption amount, but
without interest on such redemption amount, and the Notes will cease to be Outstanding. In the
event that any Redemption Date of the Notes is not a Business Day, then the applicable
redemption amount payable on such date will be paid on the next succeeding day that is a
Business Day (without any interest or other payment in respect of any such delay), in each case
with the same force and effect as if made on such date. In the event that payment of the
applicable redemption amount is improperly withheld or refused and not paid by BCP (i) interest
due on the Notes will continue to accrue at the then applicable rate, from the Redemption Date
originally established by BCP to the date such applicable redemption amount is actually paid,
and (ii) the actual payment date will be the redemption date for purposes of calculating the
applicable redemption amount.
Section 5.8. Notes Payable on Redemption Date. If BCP, or the Trustee on
behalf of BCP, gives notice of redemption in accordance with this Article V, the Notes called for
redemption, shall, on the Redemption Date, become due and payable at the Base Redemption
Amount or Special Event Redemption Amount, as the case may be, specified in the notice. By
11:00 a.m., New York City time, on the applicable Redemption Date, to the extent funds are
legally available, with respect to the Notes being redeemed and held by DTC or its nominee, the
Trustee or the Paying Agent will pay the applicable redemption amount to DTC. With respect to
the Notes being redeemed and held in certificated form, the Trustee, to the extent funds are
legally available, will pay the applicable redemption amount to the Holders of the Notes upon
surrender of Certificated Notes. Interest payable on or prior to the Redemption Date, if any,
shall be payable to the Holders of the Notes on the Regular Record Date. If notice of redemption
shall have been given and funds deposited with the Trustee to pay the applicable redemption
amount for the Notes, then upon the date of such deposit, all rights of the Holders of the Notes
will cease, except the right of the Holders of the Notes to receive the applicable redemption
amount, but without interest on such redemption amount, and the Notes will cease to be
outstanding. In the event that any Redemption Date of the Notes is not a Business Day, then the
applicable redemption amount payable on such date will be paid on the next succeeding day that
is a Business Day (without any interest or other payment in respect of any such delay), in each
case with the same force and effect as if made on such date. In the event that payment of the
applicable redemption amount is improperly withheld or refused and not paid by BCP (1) interest
due on the Notes being redeemed will continue to accrue at the then applicable rate, from the
Redemption Date originally established by BCP to the date such applicable redemption amount
35

is actually paid, and (2) the actual payment date will be the Redemption Date for purposes of
calculating the applicable redemption amount.
ARTICLE VI
DEFAULTS AND REMEDIES
Section 6.1. Acceleration.
(a) Acceleration of the Notes will occur only upon the occurrence and
continuation of an Acceleration Event and the rate at which interest will accrue on the Notes (to
the extent the Notes have not been used to absorb losses as described in Section 6.2 below)
during the Intervention, Liquidation, insolvency or similar process will be limited to the legal
interest rate determined by the Central Bank from time to time. Acceleration Event means that
the SBS has entered a decree or order for Intervention of BCP or for the appointment of a
custodian, conservator, receiver, liquidator, assignee, trustee, sequestrator or other similar
official in any Liquidation, insolvency or similar proceeding with respect to BCP or all or
substantially all of its property, in each case pursuant to the Peruvian Banking Law; and such
decree or order has been communicated by the SBS to BCP.
(b) In the event that the Notes are accelerated, the Notes will remain junior in
right of payment to BCPs Senior Obligations, and unless all holders of BCPs Senior
Obligations have been paid in full, no payment or other distribution may be made in respect of
the Notes. If the Trustee or any Holders of the Notes receive any payment or distribution that is
prohibited under Article X, then the Trustee or the Holders will have to repay that money to, or
hold that money in trust for the benefit of, holders of BCPs Senior Obligations. BCP shall
promptly notify holders of BCPs Senior Obligations of the acceleration.
(c) BCP shall deliver to the Trustee upon becoming aware of any Acceleration
Event a written notice setting forth the nature of such Acceleration Event.
(d) If and only if an Acceleration Event occurs as described in Section 6.1(a) and
is continuing, the Notes shall become immediately due and payable, and the Trustee may give
BCP notice that the Notes are accordingly immediately due and payable at the Base Redemption
Amount.
Section 6.2. Loss Absorption. Pursuant to the Peruvian Banking Law, as
amended, and regulations promulgated thereunder, the SBS may decree that the principal amount
and/or interest on the Notes be used to absorb losses of BCP and may convert the outstanding
amounts of the Notes into common shares even if BCP has not ceased to operate. Any such
conversion of the Notes would occur after BCPs legal and voluntary reserves as well as
common and preferred shares have been used to absorb losses. The SBS may take this action in
the absence of any Intervention or Liquidation or other similar legal proceeding and such action
would not constitute an Acceleration Event.

36

Section 6.3. Other Remedies.

(a) If an Acceleration Event occurs and is continuing, the Trustee may, but shall
not be obligated to, pursue any available remedy to collect the payment of principal of and
accrued and unpaid interest due on the Notes or to enforce the performance of any provision of
the Notes or this Indenture.
(b) The Trustee may maintain a proceeding even if it does not possess any of the
Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or
any Holder in exercising any right or remedy accruing upon an Acceleration Event shall not
impair the right or remedy or constitute a waiver of or acquiescence in the Acceleration Event.
No remedy is exclusive of any other remedy. All available remedies are cumulative to the extent
permitted by law.
Section 6.4. Control by Majority.
(a) The Holders of a majority in principal amount of the Outstanding Notes may
direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee. Subject to Section 7.1 and
Section 7.2, however, the Trustee may refuse to follow any direction that conflicts with law or
this Indenture; provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction.
(b) If an Acceleration Event occurs and is continuing, the Trustee may be
removed by the Holders of a majority in principal amount of the Outstanding Notes in
accordance with Section 7.7.
Section 6.5. Rights of Holders to Receive Payment. Notwithstanding any other
provision of this Indenture, the right of any Holder to receive payment of principal of or accrued
and unpaid interest on the Notes held by such Holder, on or after the respective due dates,
Redemption Dates or repurchase date expressed in this Indenture or the Notes and, subject to the
deferral provisions set forth in this Indenture and the Notes, to institute suit for the enforcement
of any failure to pay principal, premium or interest (or Additional Amounts, if any) on a Note on
or after the applicable date it becomes due and payable, shall not be impaired or affected without
the consent of such Holder.
Section 6.6. Collection Suit by Trustee. If an Acceleration Event specified in
Section 6.1(a) occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against BCP for the whole amount then due and owing (together
with applicable interest on any overdue principal and, to the extent lawful, interest on overdue
interest) and the amounts provided for in Section 7.6.

37

Section 6.7. Trustee May File Proofs of Claim, etc.

(a) The Trustee may (irrespective of whether the principal of the Notes is then
due):
(i)
file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and the Holders under
this Indenture and the Notes allowed in any bankruptcy, insolvency, liquidation or other
judicial proceedings relative to BCP or any Subsidiary of BCP or their respective
creditors or properties; and
(ii)
collect and receive any moneys or other property payable or deliverable in
respect of any such claims and distribute them in accordance with this Indenture.
Any receiver, trustee, liquidator, sequestrator (or other similar official appointed by the SBS) in
any such proceeding is hereby authorized by each Holder to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses,
taxes, disbursements and advances of the Trustee, its agent and counsel, due to the Trustee
pursuant to Section 7.6.
(b) Nothing in this Indenture shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such proceeding.
Section 6.8. Priorities. (a) If the Trustee collects any money or property
pursuant to this Article VI, it shall pay out the money or property in the following order (except
as otherwise directed by the SBS in writing; provided, however, that the Trustee shall be entitled
to pay out money or property first to the Trustee for amounts due under Section 7.6
notwithstanding any instruction by the SBS):
FIRST: to the Trustee for amounts due under Section 7.6;
SECOND: to the payment of all Senior Obligations of BCP of which the Trustee
has been notified in writing if and to the extent required by Article X;
THIRD: if the Holders proceed against BCP directly without the Trustee in
accordance with this Indenture, to Holders for their collection costs;
FOURTH: to Holders for amounts due and unpaid on the Notes for principal and
interest, ratably, without preference or priority of any kind, according to the amounts due
and payable on the Notes for principal and interest, respectively; and
FIFTH: to BCP or to such party as the SBS or a court of competent jurisdiction
shall direct.

38

(b) The Trustee may, upon notice to BCP, fix a record date and payment date for
any payment to Holders pursuant to this Section 6.8.
Section 6.9. Undertaking for Costs. In any suit for the enforcement of any right
or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted
by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section 6.9 does not apply to a suit by the Trustee, a suit by BCP, a suit by a Holder pursuant to
Section 6.5 or a suit by Holders of more than 10% in principal amount of Outstanding Notes.
ARTICLE VII
TRUSTEE
Section 7.1. Duties of Trustee.
(a) If an Acceleration Event has occurred and is continuing, the Trustee shall
exercise the rights and powers vested in it by this Indenture and use the same degree of care and
skill in their exercise as a prudent Person would exercise or use under the circumstances in the
conduct of his or her own affairs.
(b) Except during the continuance of an Acceleration Event:
(i)
the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and
(ii)
in the absence of bad faith on its part, the Trustee may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture. However, in the case of any such certificates or opinions
which by any provisions hereof are specifically required to be furnished to the Trustee,
the Trustee shall examine such certificates and opinions to determine whether or not they
conform to the requirements of this Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:
(i)

this paragraph (c) does not limit the effect of paragraph (b) of this Section

7.1;
(ii)
the Trustee shall not be liable for any error of judgment made in good faith
by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and

39

(iii) the Trustee shall not be liable with respect to any action it takes or omits
to take in good faith in accordance with a direction received by it pursuant to Section 6.4.
(d) The Trustee shall not be liable for interest on or the investment of any money
received by it except as the Trustee may agree in writing with BCP.
(e) Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.
(f) No provision of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur financial liability in the performance of any of its duties hereunder
or in the exercise of any of its rights or powers.
(g) Every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the provisions of this
Article VII.
(h) Unless otherwise specifically provided in this Indenture, any demand, request,
direction or notice from BCP shall be sufficient if signed by an Officer of BCP.
(i) The Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the Holders unless such
Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs,
expenses (including reasonable attorneys fees and expenses) and liabilities that might be
incurred by it in compliance with such request or direction.
Section 7.2. Rights of Trustee. Subject to Section 7.1:
(a) The Trustee may conclusively rely on any document believed by it in good
faith to be genuine and to have been signed or presented by the proper Person. The Trustee need
not investigate any fact or matter stated in the document.
(b) Before the Trustee acts or refrains from acting at the direction of BCP, it may
require an Officers Certificate or an Opinion of Counsel. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on an Officers Certificate or an Opinion
of Counsel.
(c) The Trustee may act and rely and shall be protected in acting and relying in
good faith on the opinion or advice of, or information obtained from, any counsel, accountant,
appraiser or other expert or adviser, whether retained or employed by BCP or by the Trustee, in
relation to any matter arising in the administration of the trusts hereof.
(d) The Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers; provided, however, that the
Trustees conduct does not constitute willful misconduct or negligence.
(e) The Trustee may consult with counsel of its selection, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be

40

full and complete authorization and protection from liability in respect to any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of
such counsel.
(f) If the Trustee shall determine, it shall be entitled to examine the books,
records and premises of BCP, personally or by agent or attorney, during reasonable business
hours and upon reasonable notice.
(g) The Trustee shall not be deemed to have notice of any Acceleration Event
unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such an Acceleration Event is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Notes and this Indenture.
(h) The rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder as Registrar, Paying Agent,
Calculation Agent and Transfer Agent and to each Agent appointed hereunder, and to each agent,
custodian and other Person employed to act hereunder.
(i) In no event shall the Trustee be responsible or liable under or in connection
with this Indenture for special, indirect, consequential or punitive loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has
been advised of the likelihood of such loss or damage and regardless of the form of action.
(j) The Trustee may request that BCP deliver an Officers Certificate setting forth
the names of individuals and/or titles of Officers (with their specimen signatures) authorized at
such time to take specified actions pursuant to this Indenture, which Officers Certificate may be
signed by any Person authorized to sign an Officers Certificate, including any Person specified
as so authorized in any such certificate previously delivered and not superseded.
(k) The Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit.
(l) The Trustee may execute its powers or perform any of its duties hereunder
either directly or by or through agents or attorneys not regularly in its employ and the Trustee
shall not be responsible for any misconduct or negligence on the part of any such agent or
attorney appointed with due care by it hereunder.
(m) To the extent that this Indenture or any law requires the approval, consent or
authorization of the SBS or any other Peruvian regulator, none of the Trustee or any Agent shall
have any duty or obligation to determine whether such approval, consent or authorization is
required or any duty or obligation to obtain such consent. BCP shall notify the Trustee and the
Agents, as applicable, in writing if the approval, consent or authorization of the SBS or any other
Peruvian regulator is required for any action pursuant to this Indenture or any law and whether or
not such consent has been obtained by BCP.
41

Section 7.3. Individual Rights of Trustee. The Trustee in its individual or any
other capacity may become the owner or pledgee of Notes and may otherwise deal with BCP or
any of its Affiliates with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights. However, the Trustee must comply with Section 7.9 and Section 7.10.
Section 7.4. Trustees Disclaimer. The Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of the Offering Circular and any other
offering materials, this Indenture or the Notes, it shall not be accountable for BCPs use of the
proceeds from the Notes, and it shall not be responsible for any statement of BCP in this
Indenture or in any document issued in connection with the sale of the Notes or in the Notes
other than the Trustees certificate of authentication.
Section 7.5. Notice of Acceleration Events. If an Acceleration Event occurs and
is continuing or if any payment of principal or interest is not made when due and if a Trust
Officer has actual knowledge thereof, the Trustee shall promptly mail to each Holder notice of
the Acceleration Event or notice of failure to make payment of principal or interest.
Section 7.6. Compensation and Indemnity.
(a) BCP shall pay to the Trustee from time to time reasonable compensation for
its acceptance of this Indenture and services hereunder as BCP and the Trustee shall from time to
time agree in writing. The Trustees compensation shall not be limited by any law on
compensation of a trustee of an express trust. BCP shall reimburse the Trustee upon request for
all reasonable and duly documented or invoiced out-of-pocket expenses incurred or made by it,
including, without limitation, costs of collection, costs of preparing and reviewing reports,
certificates and other documents, costs of preparation and mailing of notices to Holders and
reasonable and duly documented costs of counsel retained by the Trustee in connection with the
delivery of an Opinion of Counsel or otherwise, in addition to the compensation for its services.
Such expenses shall include the reasonable and duly documented compensation and expenses,
disbursements and advances of the Trustees agents, counsel, accountants and experts.
(b) BCP shall indemnify, defend and hold harmless each of the Trustee and its
officers, agents and employees against any and all loss, liability, damages, claims, cost or
expense (including reasonable and duly documented attorneys fees and expenses) incurred by it
without negligence or willful misconduct on its part in connection with the acceptance and
administration of this trust, the performance of its duties and the exercise of its rights hereunder,
including the costs and expenses of enforcing this Indenture (including this Section 7.6) and of
defending itself against any claims (whether asserted by any Holder, BCP, any other Person or
otherwise). The Trustee shall notify BCP promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify BCP shall not relieve BCP of its obligations
hereunder. The Trustee shall have the right to employ separate counsel in any such action or
proceeding and participate in the investigation and defense thereof, and BCP shall pay the
reasonable fees and expenses of such separate counsel; provided, however, that the Trustee may
only employ separate counsel at the expense of BCP if in the judgment of the Trustee (i) a
conflict of interest exists by reason of common representation or (ii) there are legal defenses
available to the Trustee that are different from or are in addition to those available to BCP or if
all parties commonly represented do not agree as to the action (or inaction) of counsel.

42

Notwithstanding the foregoing, such separate counsel must be reasonably satisfactory to the
Trustee, any such approval not to be unreasonably withheld. BCP need not reimburse any
expense or indemnify against any loss, liability or expense incurred by the Trustee through the
Trustees own negligence, willful misconduct or bad faith as determined by a competent court of
appropriate jurisdiction in a final, non-appealable judgment.
(c) To secure BCPs payment obligations in this Section 7.6, the Trustee shall
have a lien prior to the Holders of the Notes on all money or property held or collected by the
Trustee other than money or property held in trust to pay principal of and interest on particular
Notes. The Trustees right to receive payment of any amounts due under this Section 7.6 shall
not be subordinate to any other liability or indebtedness of BCP.
(d) BCPs obligations pursuant to this Section 7.6 shall survive the payment of
the Notes, the discharge of this Indenture and/or the resignation or removal of the Trustee. When
the Trustee incurs expenses after the occurrence of an Acceleration Event, the expenses are
intended to constitute expenses of administration under the Peruvian Banking Law; provided,
however, that this shall not affect the Trustees rights as set forth in this Section 7.6 or Section
6.8.
Section 7.7. Replacement of Trustee.
(a) The Trustee may resign at any time by so notifying BCP. The Holders of a
majority in principal amount of the Outstanding Notes may remove the Trustee by so notifying
the Trustee in writing and may appoint a successor Trustee reasonably acceptable to BCP. BCP
shall remove the Trustee if:
(i)

the Trustee fails to comply with Section 7.9;

(ii)

the Trustee is adjudged bankrupt or insolvent;

(iii)
property; or
(iv)

a receiver or other public officer takes charge of the Trustee or its

the Trustee otherwise becomes incapable of acting.

(b) If the Trustee resigns or is removed by BCP or by the Holders of a majority in

principal amount of the Outstanding Notes and such Holders do not reasonably promptly appoint
a successor Trustee, or if a vacancy exists in the office of the Trustee for any reason (the Trustee
in such event being referred to herein as the retiring Trustee), BCP shall promptly appoint a
successor Trustee.
(c) A successor Trustee shall deliver a written acceptance of its appointment to
the retiring Trustee and to BCP. Thereupon the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights, powers and duties of
the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders and, if and so long as the Notes are listed on the Euro MTF and the rules of such
exchange so require, the successor Trustee shall also publish notice as described in Section 11.2.

43

The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor
Trustee, subject to the lien provided for in Section 7.6.
(d) If a successor Trustee does not take office within 30 days after the retiring
Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of
the Outstanding Notes may petition, at BCPs expense, any court of competent jurisdiction for
the appointment of a successor Trustee.
(e) If the Trustee fails to comply with Section 7.9, any Holder may petition any
court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.
(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.7,
BCPs obligations under Section 7.6 shall continue for the benefit of the retiring Trustee.
Section 7.8. Successor Trustee by Merger. If the Trustee consolidates with,
merges or converts into, or transfers all or substantially all its corporate trust business or assets
(including this transaction) to, another corporation or banking association, the resulting,
surviving or transferee corporation without any further act shall be the successor Trustee.
Section 7.9. Eligibility; Disqualification. The Trustee shall at all times satisfy
any applicable requirements of the TIA 310(a). The Trustee shall have a combined capital and
surplus of at least U.S.$150 million as set forth in its most recent published annual report of
condition. The Trustee shall comply with any applicable requirements of the TIA 310(b);
provided, however, that there shall be excluded from the operation of TIA 310(b)(1), if
applicable, any indenture or indentures under which other securities or certificates of interest or
participation in other securities of BCP are outstanding if the requirements for such exclusion set
forth in TIA 310(b)(1), to the extent applicable, are met. The occurrence of an Acceleration
Event under the Indenture could create a conflicting interest for the Trustee. In this case, if the
Acceleration Event has not been cured or waived within 90 days after the Trustee has or acquires
a conflicting interest, the Trustee generally is required to eliminate the conflicting interest or
resign as Trustee for the Notes. In the event of the Trustees resignation, subject to Section 7.7
BCP will promptly appoint a successor Trustee for the Notes.
Section 7.10. Preferential Collection of Claims Against BCP. The Trustee shall
comply with TIA 311(a), excluding any creditor relationship listed in TIA 311(b). A Trustee
who has resigned or been removed shall be subject to TIA 311(a) to the extent indicated.
Section 7.11. Appointment of Co-Trustee.
(a) The Trustee may, subject to the prior written approval of BCP (such approval
not to be unreasonably withheld), appoint an individual or institution as a separate or co-trustee
in the event the Trustee initiates litigation against BCP under this Indenture pursuant to an
Acceleration Event and reasonably believes that by reason of any present or future law of any
jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the
Trustee or hold title to the properties, in trust, as herein granted or take any action which may be
desirable or necessary in connection therewith or for any other reason deemed necessary or

44

desirable by the Trustee. The following provisions of this Section 7.11 are adopted to these
ends.
(b) In the event that the Trustee appoints an additional individual or institution as
a separate or co-trustee, all powers, rights and remedies contained in this Indenture to be
exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by
and vest in such separate or co-trustee, but only to the extent necessary to enable such separate or
co-trustee to exercise such powers, rights and remedies, and only to the extent that the Trustee by
the laws of any jurisdiction is incapable of exercising such powers, rights and remedies and
every covenant and obligation necessary to the exercise thereof by such separate or co-trustee
shall run to and be enforceable by either of them.
(c) Should any instrument in writing from BCP be required by the separate or cotrustee so appointed by the Trustee for more fully and certainly vesting in and confirming to it
such properties, rights, powers, trusts, duties and obligations, any and all such instruments in
writing shall, on reasonable request, be executed, acknowledged and delivered by BCP;
provided, that if an Acceleration Event shall have occurred and be continuing, if BCP does not
execute any such instrument within fifteen (15) days after request therefor, the Trustee shall be
empowered as an attorney-in-fact for BCP to execute any such instrument in BCPs name and
stead. In case any separate or co-trustee or a successor to either shall die, become incapable of
acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and
obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be
exercised by the Trustee until the appointment of a new trustee or successor to such separate or
co-trustee.
(d) Every separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and conditions:
(i)
all rights and powers, conferred or imposed upon the Trustee shall be
conferred or imposed upon and may be exercised or performed by such separate trustee
or co-trustee; and
(ii)
no trustee hereunder shall be personally liable by reason of any act or
omission of any other trustee hereunder.
(e) Any notice, request or other writing given to the Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as effectively as if given to
each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this
Indenture and the conditions of this Article VII.
(f) Any separate trustee or co-trustee may at any time appoint the Trustee as its
agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do
any lawful act under or in respect of this Indenture on its behalf and in its name.

45

ARTICLE VIII
DISCHARGE OF INDENTURE
Section 8.1. Satisfaction and Discharge. This Indenture will be discharged and
will cease to be of further effect (except as to surviving rights as expressly provided for in this
Indenture) as to all Outstanding Notes, and the Trustee shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when:
(a) either:
(i)
all the Notes theretofore executed, authenticated and delivered (except
lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose
payment money has theretofore been deposited in trust or segregated and held in trust by
BCP and thereafter repaid to BCP or discharged from such trust) have been delivered to
the Trustee for cancellation, or
(ii)
all Notes not theretofore delivered to the Trustee for cancellation have
become (x) due and payable, or (y) will become due and payable at the Stated Maturity,
or (z) if redeemable at the option of BCP, are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of redemption by
the Trustee in the name and at the expense of BCP, and BCP in the case of (x), (y) or (z)
above, has irrevocably deposited or caused to be deposited with the Trustee U.S. Legal
Tender or U.S. Government Obligations sufficient to pay and discharge the entire
indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for
principal of and any interest on the Notes to the date of redemption or maturity, as the
case may be, together with irrevocable written instructions from BCP directing the
Trustee to apply such funds to the payment;
(b) BCP has paid all other sums payable under this Indenture and the Notes by
BCP; and
(c) BCP has delivered to the Trustee an Officers Certificate and an Opinion of
Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and
discharge of this Indenture have been complied with.
Section 8.2. Repayment to BCP. The Trustee and the Paying Agent shall return
to BCP upon written request any U.S. Legal Tender or U.S. Government Obligations held by
them for the payment of any amount with respect to the Notes that remains unclaimed for two
years, subject to applicable unclaimed property law. After return to BCP, Holders entitled to the
U.S. Legal Tender or U.S. Government Obligations must look to BCP for payment as general
creditors unless an applicable abandoned property law designates another Person and the Trustee
and the Paying Agent shall have no further liability to the Holders with respect to such U.S.
Legal Tender or U.S. Government Obligations for that period commencing after the return
thereof.
Section 8.3. Paying Agent to Repay Moneys Held. Upon the satisfaction and
discharge of this Indenture in accordance with Section 8.1, all moneys then held by any Paying
46

Agent of the Notes (other than the Trustee) shall, upon written demand of BCP, be repaid to it or
paid to the Trustee, and thereupon such Paying Agent shall be released from all further liability
with respect to such moneys.
ARTICLE IX
AMENDMENTS
Section 9.1. Without Consent of Holders.
(a) BCP and the Trustee may amend, waive or supplement this Indenture or the
Notes without notice to or consent of any Holder:
(i)
to clarify or correct any inconsistency, defect, error or ambiguity in this
Indenture or the Notes;
(ii)
to make any change that does not adversely affect the rights of any Holder
in any material respect; and
(iii) to conform the text of this Indenture or the Notes to the extent that a
provision in the section Description of the Notes of the Offering Circular was intended
to be a verbatim recitation of a provision of this Indenture or the Notes.
(b) After an amendment under this Section 9.1 becomes effective, BCP shall mail
or deliver to Holders a notice briefly describing such amendment. The failure to give such notice
to all Holders, or any defect therein, shall not impair or affect the validity of an amendment
under this Section 9.1.
Section 9.2. With Consent of Holders.
(a) BCP may only make the following amendments to the Notes if BCP obtains
the prior approval of each Holder of a Note affected by the amendment:
(i)
(ii)
the Notes;
(iii)

change the time for payment of interest on the Notes;

reduce the principal amount, the interest rate or the redemption price for
waive a redemption payment on any Note;

(iv)
change the currency of any payment on a Note other than as permitted by
the applicable Note;
(v)

change the place of payment on a Note;

(vi)
reduce the percentage in principal amount of the Notes, the approval of
whose Holders is needed to change this Indenture or the Notes;

47

(vii) reduce the percentage in principal amount of the Notes, the consent of
whose Holders is needed to waive BCPs compliance with this Indenture or to waive
defaults; or
(viii) change the provisions of this Indenture dealing with modification and
waiver in any other respect, except to increase any required percentage referred to in this
Indenture or to add to the provisions that cannot be changed or waived without approval.
(b) After an amendment, supplement or waiver under this Section 9.2 becomes
effective, BCP shall mail or deliver to Holders a notice briefly describing such amendment. The
failure to give such notice to all Holders, or any defect therein, shall not impair or affect the
validity of an amendment, supplement or waiver under this Section 9.2.
(c) An amendment, supplement or waiver under this Section 9.2 may not make
any change that adversely affects the rights under Article X of any holder of Senior Obligations
then outstanding unless the holders of such Senior Obligations (or any representative thereof
authorized to give a consent) consent to such change.
(d) Any other change to either this Indenture or the Notes requires the approval
by the Holders of a majority in principal amount of the Notes Outstanding. The required
approval must be given by written consent. The same majority approval is required in the event
that BCP wishes to obtain a waiver of any of BCPs covenants in this Indenture.
Section 9.3. [Intentionally left blank].
Section 9.4. Revocation and Effect of Consents and Waivers.
(a) A consent to an amendment, supplement or waiver by a Holder of a Note shall
bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences
the same debt as the consenting Holders Note, even if notation of the consent or waiver is not
made on the Note. However, any such Holder or subsequent Holder may revoke the consent or
waiver as to such Holders Note or portion of the Note if the Trustee receives the notice of
revocation before the date the amendment, supplement or waiver becomes effective. After an
amendment, supplement or waiver becomes effective, it shall bind every Holder.
(b) BCP may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to give their consent or take any other action described above or
required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only those Persons, shall be entitled to give
such consent or to revoke any consent previously given or to take any such action, whether or not
such Persons continue to be Holders after such record date. No such consent shall be valid or
effective for more than 90 days after such record date.
Section 9.5. Notation on or Exchange of Notes. If an amendment or supplement
changes the terms of a Note, the Trustee may require the Holder of the Note to deliver it to the
Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms
and return it to the Holder. Alternatively, if BCP or the Trustee so determines, BCP in exchange
48

for the Note will execute and upon Bank Order the Trustee will authenticate a new Note that
reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall
not affect the validity of such amendment or supplement.
Section 9.6. Trustee to Sign Amendments and Supplements. The Trustee shall
sign any amendment or supplement authorized pursuant to this Article IX if the amendment or
supplement does not adversely affect the rights, duties, liabilities, immunities or indemnities of
the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment or
supplement the Trustee shall be entitled to receive indemnity satisfactory to it and to receive, and
(subject to Section 7.1 and Section 7.2) shall be fully protected in relying upon an Officers
Certificate and an Opinion of Counsel stating that such amendment or supplement is authorized
or permitted by this Indenture.
Section 9.7. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article IX, this Indenture shall be and
be deemed to be modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, BCP
and the Holders of the Notes shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments and all the terms and conditions of
any such supplemental indenture shall be and be deemed to be part of the terms and conditions of
this Indenture for any and all purposes.
ARTICLE X
RANKING OF THE NOTES
Section 10.1. Agreement that Notes are Unsecured and Junior Obligations. BCP
covenants and agrees, and each Holder of Notes issued hereunder likewise covenants and agrees,
that the Notes shall be issued subject to the provisions of this Article X; and each Holder of a
Note, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to
be bound by such provisions. The payment by BCP of the principal of, premium, if any, and
interest on all Notes issued hereunder shall, to the extent and in the manner hereinafter set forth,
be junior in right of payment and in Liquidation to all Senior Obligations, whether outstanding at
the date of this Indenture or thereafter incurred and will be senior only to BCPs Junior
Securities. No provision of this Article X shall prevent the occurrence of any Acceleration Event
hereunder. The Notes will constitute BCPs direct unsecured and junior obligations and will not
be insured or benefit from any contractual support agreement.
Section 10.2. Default on Senior Obligations.
(a) In the event of the acceleration of the maturity of the Notes due to an
Acceleration Event under Section 6.1(a) hereof, (i) all principal, premium, if any, and interest
due or to become due on all Senior Obligations shall be paid in full before the holders of Parity
Securities (including the Notes) shall be entitled to receive or retain any payment in respect
thereof, (ii) the holders of Parity Securities (including the Notes) shall be entitled to receive pari
passu among themselves any payment in respect thereof. The Notes and all other Parity
Securities will be senior to BCPs Junior Securities.

49

(b) In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by Section 10.2(a), such payment shall
be held in trust for the benefit of, and shall be paid over or delivered to (in accordance with their
written instructions), the holders of Senior Obligations (subject to the priority specified in this
Section 10.2) or their respective representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Obligations may have been issued, as their respective
interests may appear, but only to the extent that the holders of the Senior Obligations (or their
representative or representatives or a trustee) notify the Trustee in writing, within 90 days of
such payment of the amounts then due and owing on such Senior Obligations and only the
amounts specified in such notice to the Trustee shall be paid to the holders of such Senior
Obligations, unless such amounts have already been paid by the Trustee in accordance with
Section 10.6.
Section 10.3. Liquidation, Dissolution, Insolvency, Bankruptcy.
(a) Upon any distribution of assets to creditors upon any Liquidation, dissolution,
winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any
bankruptcy, insolvency, or equivalent proceeding under Peruvian law, in connection with the
insolvency or bankruptcy of BCP, (i) all principal, premium, if any, and interest due or to
become due on all Senior Obligations shall be paid in full before the holders of Parity Securities
(including the Notes) shall be entitled to receive or retain any payment in respect thereof, (ii) the
holders of Parity Securities (including the Notes) shall be entitled to receive pari passu among
themselves any payment in respect thereof (the Notes and all other Parity Securities will be
senior to BCPs Junior Securities); and upon any such dissolution or winding-up or Liquidation
or reorganization, any payment by BCP, or distribution of assets of BCP of any kind or
character, whether in cash, property or securities, to which the Holders or the Trustee would be
entitled to receive from BCP, except for the provisions of this Article X or otherwise set forth in
the Peruvian Banking Law or regulations enacted by the SBS of which the Trustee has received
written notice, shall be paid by BCP or by any receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or distribution, or by the Holders or by the Trustee
under this Indenture if received by them or it, directly to, first, the holders of Senior Obligations
of BCP, or their representative or representatives, or to the trustee or trustees under any indenture
pursuant to which any instruments evidencing such Senior Obligations may have been issued, as
their respective interests may appear, to the extent necessary to pay such Senior Obligations,
respectively, in full, in money or moneys worth, after giving effect, first, to any concurrent
payment or distribution to or for the holders of such Senior Obligations, before any payment or
distribution is made to the holders of Parity Securities or to the Trustee.
(b) In the event that, notwithstanding the foregoing, any payment or distribution
of assets of BCP of any kind or character, whether in cash, property or securities, prohibited by
the foregoing, shall be received by the Trustee before all Senior Obligations is paid in full, or
provision is made for such payment in money in accordance with its terms, such payment or
distribution shall be held in trust for the benefit of and shall be paid over or delivered (in
accordance with their written instructions), to the holders of such Senior Obligations or their
representative or representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Obligations may have been issued, and their
respective interests may appear, as calculated by BCP, for application to the payment of all

50

Senior Obligations remaining unpaid to the extent necessary to pay such Senior Obligations, in
full in money in accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such Senior Obligations.
(c) For purposes of this Article X, the words cash, property or securities shall
not be deemed to include shares of stock of BCP as reorganized or readjusted, or securities of
BCP or any other corporation provided for by a plan of reorganization or readjustment, the
payment of which is junior in right of payment at least to the extent provided in this Article X
with respect to the Notes to the payment of Senior Obligations that may at the time be
outstanding, provided that (i) such Senior Obligations are assumed by the new corporation, if
any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of
such Senior Obligations are not, without the consent of such holders, altered by such
reorganization or readjustment. The consolidation of BCP with, or the merger of BCP into,
another Person or the Liquidation or dissolution of BCP following the sale, conveyance, transfer
or lease of its property as an entirety, or substantially as an entirety, to another Person upon the
terms and conditions provided for in Article IV of this Indenture shall not be deemed a
dissolution, winding-up, Liquidation or reorganization for the purposes of this Section 10.3 if
such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer or
lease, comply with the conditions stated in Article IV of this Indenture.
Section 10.4. Subrogation.
(a) Subject to the payment in full of all Senior Obligations, and to the extent
permitted by the SBS and subject to applicable Peruvian law, the rights of the Holders shall be
subrogated to the rights of the holders of Senior Obligations to receive payments or distributions
of cash, property or securities of BCP, as the case may be, applicable to such Senior Obligations
until the principal of (and premium, if any) and interest on the Notes shall be paid in full; and,
for the purposes of such subrogation, no payments or distributions to the holders of such Senior
Obligations of any cash, property or securities to which the Holders or the Trustee would be
entitled except for the provisions of this Article X, and no payment over pursuant to the
provisions of this Article X to or for the benefit of the holders of such debt by Holders or the
Trustee, shall, as between BCP, its creditors other than holders of Senior Obligations of BCP,
and the Holders of the Notes, be deemed to be a payment by BCP to or on account of such
Senior Obligations. It is understood that the provisions of this Article X are intended solely for
the purposes of defining the relative rights of the Holders of the Notes, on the one hand, and the
holders of such Senior Obligations on the other hand.
(b) Nothing contained in this Article X or elsewhere in this Indenture or in the
Notes is intended to or shall impair, as between BCP, its creditors other than the holders of
Senior Obligations and the Holders of the Notes, the obligation of BCP, which is absolute and
unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and
interest on the Notes as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and
creditors of BCP, as the case may be, other than the holders of Senior Obligations of BCP, as the
case may be, nor shall anything herein or therein prevent the Trustee or the Holder of any Note
from exercising all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article X of the holders of such Senior

51

Obligations in respect of cash, property or securities of BCP, as the case may be, received upon
the exercise of any such remedy.
Section 10.5. Trustee to Effectuate Ranking.
Each Holder by such Holders acceptance of a Note authorizes and directs the
Trustee on such Holders behalf to take such action as may be necessary or appropriate to
effectuate the junior right of payment of the Notes to the Senior Obligations of BCP provided in
this Article X and appoints the Trustee such Holders attorney-in-fact for any and all such
purposes.
Section 10.6. Notice by BCP.
(a) BCP shall give prompt written notice to a Trust Officer of any fact known to
BCP that would prohibit the making of any payment of monies to or by the Trustee in respect of
the Notes pursuant to the provisions of this Article X. Notwithstanding the provisions of this
Article X or any other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts that would prohibit the making of any payment of
monies to or by the Trustee in respect of the Notes pursuant to the provisions of this Article X,
unless and until a Trust Officer of the Trustee assigned to its Corporate Trust Office shall have
received written notice thereof from BCP or a holder or holders of Senior Obligations or from
any trustee therefor or representative thereof, and before the receipt of any such written notice,
the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided for in this Section 10.6 at least two
Business Days prior to the date (i) upon which by the terms hereof any money may become
payable for any purpose (including, without limitation, the payment of the principal of (or
premium, if any) or interest on any Note), or (ii) moneys and/or U.S. Government Obligations
are deposited in trust pursuant to Article VIII then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such money and to
apply the same to the purposes for which they were received, and shall not be affected by any
notice to the contrary that may be received by it within two Business Days prior to such date.
(b) The Trustee shall be entitled to conclusively rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior Obligations of BCP (or a
trustee or representative on behalf of such holder), to establish that such notice has been given by
a holder of such Senior Obligations or a trustee or representative on behalf of any such holder or
holders. In the event that the Trustee determines in good faith that further evidence is required
with respect to the right of any Person as a holder of such Senior Obligations to participate in any
payment or distribution pursuant to this Article X, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior
Obligations, as the case may be, held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent to the rights of such
Person under this Article X, and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending administrative or judicial determination as to the right of such
Person to receive such payment.

52

(c) Upon any payment or distribution of assets of BCP referred to in this

Article X, the Trustee and the Holders shall be entitled to rely upon any order or decree entered
by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership,
Liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or
a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the
benefit of creditors, agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders, for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of Senior Obligations and other indebtedness of BCP,
the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article X.
Section 10.7. Rights of the Trustee; Holders of Senior Obligations.
(a) The Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article X in respect of any Senior Obligations at any time held by it, to the same extent as
any other holder of Senior Obligations, and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder.
(b) With respect to the holders of Senior Obligations of BCP, the Trustee
undertakes to perform or to observe only such of its covenants and obligations as are specifically
set forth in this Article X, and no implied covenants or obligations with respect to the holders of
such Senior Obligations shall be read into this Indenture against the Trustee. The Trustee shall
not be deemed to owe any fiduciary duty to the holders of such Senior Obligations and, subject
to the provisions of Article VI of this Indenture, the Trustee shall not be liable to any holder of
such Senior Obligations if it shall pay over or deliver to Holders, BCP or any other Person
money or assets to which any holder of such Senior Obligations shall be entitled by virtue of this
Article X or otherwise.
(c) Nothing in this Article X shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 7.6.
Section 10.8. Ranking May Not Be Impaired.
(a) No right of any present or future holder of any Senior Obligations of BCP to
enforce its senior right of payment with regard to the Notes as herein provided shall at any time
in any way be prejudiced or impaired by any act or failure to act on the part of BCP, as the case
may be, or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by BCP, as the case may be, with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be
charged with.
(b) Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Obligations of BCP may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders, without incurring responsibility to the Holders
and without impairing or releasing its senior right of payment with regard to the Notes provided
in this Article X or the obligations hereunder of the Holders of the Notes to the holders of such
Senior Obligations, do any one or more of the following: (i) change the manner, place or terms

53

of payment or extend the time of payment of, or renew or alter, such Senior Obligations, or
otherwise amend or supplement in any manner such Senior Obligations or any instrument
evidencing the same or any agreement under which such Senior Obligations is outstanding; (ii)
sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise
securing such Senior Obligations; (iii) release any Person liable in any manner for the collection
of such Senior Obligations; and (iv) exercise or refrain from exercising any rights against BCP,
as the case may be, and any other Person.
ARTICLE XI
MISCELLANEOUS
Section 11.1. [Intentionally left blank].
Section 11.2. Notices.
(a) Any notice or communication shall be in English and in writing and delivered
in person, by facsimile, direction, instruction, request, overnight courier or mailed by first-class
mail, postage prepaid, addressed as follows:
if to BCP:
Banco de Crdito del Per
Calle Centenario 156
La Molina
Lima 12, Per
Attention: Legal Department
Facsimile: (511) 313-2176
if to the Trustee:
at its Corporate Trust Office.
BCP or the Trustee by notice to the other may designate additional or different addresses for
subsequent notices or communications. Notices shall be deemed effective upon actual receipt.
(b) Any notice or communication mailed to a registered Holder shall be mailed to
the Holder at the Holders address as it appears in the Note Register and shall be sufficiently
given if so mailed within the time prescribed, or as to any Note registered in the name of DTC or
its nominee, as agreed by BCP, the Trustee and DTC.
(c) Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in
the manner provided above, it is duly given, whether or not the addressee receives it.

54

(d) From and after the date the Notes are listed on the Euro MTF, the alternative
market of the Luxembourg Stock Exchange, and so long as it is required by the rules of such
exchange, all notices to Holders of Notes shall be published in English:
(i)
in a leading newspaper having a general circulation in Luxembourg
(which is expected to be the Luxembourg Wort; or
(ii)
if such Luxembourg publication is not practicable, in one other leading
English language newspaper being published on each day in morning editions, whether or
not it shall be published in Saturday, Sunday or holiday editions; or
(iii)

on the Luxembourg Stock Exchange website (www.bourse.lu).

(e) Notices shall be deemed to have been given on the date of delivery or of
publication as aforesaid in Section 11.2(d) or, if published on different dates, on the date of the
first such publication or, in the case of mailing, on the second Business Day after such mailing.
In addition, notices shall be delivered to Holders of Notes at their registered addresses as set
forth on the Note Register.
(f) In respect of this Indenture, the Trustee shall accept electronic transmissions,
provided that the Trustee shall not have any duty or obligation to verify or confirm that the
Person sending instructions, directions, reports, notices or other communications or information
by electronic transmission is, in fact, a Person authorized to give such instructions, directions,
reports, notices or other communications or information on behalf of the party purporting to send
such electronic transmission; and the Trustee shall not have any liability for any losses,
liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon
or compliance with such instructions, directions, reports, notices or other communications or
information. Each other party to this Indenture agrees to assume all risks arising out of the use
of electronic methods to submit instructions, directions, reports, notices or other communications
or information to the Trustee, including without limitation the risk of the Trustee acting on
unauthorized instructions, notices, reports or other communications or information, and the risk
of interception and misuse by third parties.
Section 11.3. Communication by Holders with Other Holders. Holders may
communicate with other Holders with respect to their rights under this Indenture or the Notes.
Section 11.4. Certificate and Opinion as to Conditions Precedent. Upon any
request or application by BCP to the Trustee to take or refrain from taking any action under this
Indenture, BCP shall furnish to the Trustee:
(a) an Officers Certificate in form and substance reasonably satisfactory to the
Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been complied with; and
(b) an Opinion of Counsel in form and substance reasonably satisfactory to the
Trustee stating that, in the opinion of such counsel, all such conditions precedent have been
complied with.

55

Section 11.5. Statements Required in Certificate or Opinion. Each certificate or

opinion, including each Officers Certificate or Opinion of Counsel with respect to compliance
with a covenant or condition provided for in this Indenture shall include substantially:
(a) a statement that the individual making such certificate or opinion has read
such covenant or condition;
(b) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of such individual, he or she has made such
examination or investigation as is necessary to enable him or her to express an informed opinion
as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether or not, in the opinion of such individual, such
covenant or condition has been complied with.
In giving an Opinion of Counsel, counsel may rely as to factual matters on an Officers
Certificate or on certificates of public officials.
Section 11.6. Rules by Trustee, Paying Agent and Registrar. The Trustee may
make reasonable rules for action by, or a meeting of, Holders. The Registrar and the Paying
Agent may make reasonable rules for their functions.
Section 11.7. Governing Law; Jury Trial. THIS INDENTURE AND THE
NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK. THE PARTIES HERETO EACH HEREBY WAIVE
ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE
NOTES OR ANY TRANSACTION RELATED HERETO OR THERETO TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW.
Section 11.8. Agent for Service; Submission to Jurisdiction; Waiver of
Immunities.
(a) Each of the parties hereto hereby:
(i)
agrees that any suit, action or proceeding against it arising out of or
relating to this Indenture or the Notes, as the case may be, may be instituted in the
Supreme Court of New York, County of New York or the United States District Court for
the Southern District of New York,
(ii)
waives to the fullest extent permitted by applicable law, any objection
which it may now or hereafter have to the laying of venue of any such suit, action or
proceeding, and any claim that any suit, action or proceeding in such a court has been
brought in an inconvenient forum and any right to which it might be entitled on account
of place of residence or domicile,

56

(iii) irrevocably and unconditionally submits to the non-exclusive jurisdiction

of such courts in any suit, action or proceeding,
(iv)
agrees that final judgment in any such suit, action or proceeding brought
in such a court shall be conclusive and binding and may be enforced in the courts of the
jurisdiction of which it is subject by a suit upon judgment, and
(v)
agrees, in the case of BCP, that service of process upon its Authorized
Agent to the address specified herein shall constitute personal service of such process on
it in any such suit, action or proceeding.
(b) BCP has appointed National Registered Agents, Inc., with offices currently at
875 Avenue of the Americas, Suite 501, New York, New York 10001 as its authorized agent (the
Authorized Agent) upon whom process may be served in any suit, action or proceeding arising
out of or based upon this Indenture or the Notes that may be instituted in any state or U.S. federal
court in The City of New York and County of New York. BCP hereby represents and warrants
that the Authorized Agent has accepted such appointment and has agreed to act as said agent for
service of process, and BCP agrees to take any and all action, including the filing of any and all
documents that may be necessary to continue such appointment in full force and effect as
aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect,
effective service of process upon BCP.
(c) To the extent that BCP has or hereafter may acquire any immunity (sovereign
or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from
set-off or any legal process (whether service or notice, attachment in aid or otherwise) with
respect to itself or any of its property, BCP hereby irrevocably waives and agrees not to plead or
claim such immunity in respect of its obligations under this Indenture or the Notes.
(d) Nothing in this Section 11.8 shall affect the right of the Trustee or any Holder
of the Notes to serve process in any other manner permitted by law.
Section 11.9. Force Majeure. Notwithstanding any provision herein to the
contrary, in no event shall the Trustee be liable for any failure or delay in the performance of
its obligations under this Indenture because of circumstances beyond its control, including,
but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire,
riot, strikes or work stoppages for any reason, embargo, government action, including any
laws, ordinances, regulations or the like which restrict or prohibit the providing of the
services contemplated by this Indenture, inability to obtain material, equipment, or
communications or computer facilities, or the failure of equipment or interruption of
communications or computer facilities, and other causes beyond its control whether or not of
the same class or kind as specifically named above.
Section 11.10. No Recourse Against Others. An incorporator, director, officer,
employee, stockholder or controlling person, as such, of BCP shall not have any liability for any
obligations of BCP under the Notes, this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Note, each Holder shall waive and

57

release all such liability. The waiver and release shall be part of the consideration for the issue
of the Notes.
Section 11.11. Duplicate and Counterpart Originals. The parties may sign any
number of copies of this Indenture. One signed copy is enough to prove this Indenture. This
Indenture may be executed in any number of counterparts, each of which so executed shall be an
original, but all of them together represent the same agreement.
Section 11.12. Severability. In case any provision in this Indenture or in the
Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
Section 11.13. Currency Indemnity.
(a) U.S. Legal Tender is the sole currency of account and payment for all sums
payable by BCP under or in connection with the Notes or this Indenture, including damages.
Any amount received or recovered pursuant to a judgment or order made by a court of any
jurisdiction for the payment of any amount in respect of any Notes in currency other than U.S.
Legal Tender in respect of the Notes by any Holder of the Notes in respect of any sum expressed
to be due to it from BCP shall only constitute a discharge of them under the Notes and this
Indenture only to the extent of the U.S. Legal Tender amount which the recipient is able to
purchase with the amount so received or recovered in that other currency on the date of that
receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date
on which it is practicable to do so). If that U.S. Legal Tender amount is less than the U.S. Legal
Tender amount expressed to be due to the recipient under the Notes or this Indenture, BCP shall
indemnify and hold harmless the recipient against any loss or cost sustained by it in making any
such purchase. For the purposes of this Section 11.13, it will be sufficient for the Holder of a
Note to certify that it would have suffered a loss had an actual purchase of U.S. Legal Tender
been made with the amount so received in that other currency on the date of receipt or recovery
(or, if a purchase of U.S. Legal Tender on such date had not been practicable, on the first date on
which it would have been practicable).
(b) The indemnities of BCP contained in this Section 11.13, to the extent
permitted by law: (i) constitute a separate and independent obligation from the other obligations
of BCP under this Indenture and the Notes; (ii) shall give rise to a separate and independent
cause of action against BCP; (iii) shall apply irrespective of any waiver granted by any Holder of
the Notes or the Trustee from time to time; and (iv) shall continue in full force and effect
notwithstanding any other judgment, order, claim or proof of claim for a liquidated amount in
respect of any sum due under the Notes or this Indenture or any other judgment or order.
Section 11.14. Table of Contents; Headings. The table of contents and headings
of the Articles and Sections of this Indenture have been inserted for convenience of reference
only, are not intended to be considered a part hereof and shall not modify or restrict any of the
terms or provisions hereof.
Section 11.15. Successors and Assigns. All covenants, agreements,
representations and warranties in this Indenture by the Trustee and BCP shall bind and, to the

58

extent permitted hereby, shall inure to the benefit of and be enforceable by their respective
successors and assigns, whether so expressed or not.
ARTICLE XII
CONCERNING THE NOTEHOLDERS
Section 12.1. Action by Holders.
(a) Whenever in this Indenture it is provided that the Holders of a specified
percentage in aggregate principal amount of the Notes may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or the taking of
any other action) the fact that at the time of taking any such action the Holders of such specified
percentage have joined therein may be evidenced by any instrument or any number of
instruments of similar tenor executed by such Holders in person or by agent or proxy appointed
in writing.
(b) If BCP shall solicit from Holders any request, demand, authorization,
direction, notice, consent, waiver or other action, BCP may, at its option, as evidenced by an
Officers Certificate, fix in advance a record date for the determination of Holders entitled to
give such request, demand, authorization, direction, notice, consent, waiver or other action or to
revoke any such action, but BCP shall have no obligation to do so. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or other action or
revocation may be given before or after the record date, but only the Holders of record at the
close of business on the record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding Notes have authorized or
agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the Outstanding Notes shall be computed as of the record date;
provided, however, that no such authorization, agreement or consent by such Holders on the
record date shall be deemed effective unless it shall become effective pursuant to the provisions
of this Indenture not later than six months after the record date.
Section 12.2. Proof of Execution by Holders. Subject to the provisions of Article
VII, proof of the execution of any instrument by a Holder or his agent or proxy shall be sufficient
if made in accordance with such reasonable rules and regulations as may be prescribed by the
Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Notes shall
be proved by the Note Register or by a certificate of the Registrar. The Trustee may require such
additional proof of any matter referred to in this Section as it shall deem necessary.
Section 12.3. Revocation of Consents; Future Holders Bound. At any time prior
to (but not after) the evidencing to the Trustee, as provided in Section 12.1, of the taking of any
action by the Holders of the percentage in aggregate principal amount of the Notes specified in
this Indenture in connection with such action, any Holder of a Note (or any Note issued in
exchange or substitution therefor) the serial number of which is shown by the evidence to be
included in the Notes the Holders of which have consented to such action may, by filing written
notice with the Trustee at the Corporate Trust Office and upon proof of holding as provided in
Section 12.2, revoke such action so far as concerns such Note (or so far as concerns the principal

59

amount represented by any exchanged or substituted Note). Except as aforesaid any such action
taken by the Holder of any Note shall be conclusive and binding upon such Holder and upon all
future Holders and owner of such Note, and of any Note issued in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made upon such Note or
any Note issued in exchange or substitution therefor.
[Remainder of Page Intentionally Left Blank.]

60

EXHIBIT A-1
FORM OF FACE OF RULE 144A NOTE
Include the following three paragraphs for all Global Notes:
THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED
TO HEREINAFTER.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC),
NEW YORK, NEW YORK, TO BCP OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF
OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.
Include the following for all Rule 144A Notes (the Private Placement Legend):
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE
OR OTHER SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1)
REPRESENTS THAT IT, AND ANY ACCOUNT FOR WHICH IT IS ACTING, (A) IS A
QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT) OR (B) IS NOT A U.S. PERSON AND IS ACQUIRING
THIS SECURITY IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 903 OR
904 OF REGULATION S AND, WITH RESPECT TO (A) AND (B), EXERCISES SOLE
INVESTMENT DISCRETION WITH RESPECT TO SUCH ACCOUNT, (2) AGREES FOR
THE BENEFIT OF BCP THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE
TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE
RESALE RESTRICTION TERMINATION DATE (AS DEFINED IN THE NEXT
PARAGRAPH), EXCEPT (A) (I) TO BCP OR ANY SUBSIDIARY THEREOF, (II)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE
A1-1

UNDER THE SECURITIES ACT, (III) TO A QUALIFIED INSTITUTIONAL BUYER IN

COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (IV) IN AN
OFFSHORE TRANSACTION COMPLYING WITH THE REQUIREMENTS OF RULE 903
OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (V) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), AND (B) IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS, (3) EITHER (I) IT IS NEITHER A EMPLOYEE
BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (ERISA), AN INDIVIDUAL RETIREMENT ACCOUNT OR OTHER
PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE CODE) (COLLECTIVELY, PLANS) NOR AN EMPLOYEE BENEFIT PLAN
SPONSORED BY A STATE OR LOCAL GOVERNMENT OR OTHERWISE SUBJECT TO LAWS
THAT INCLUDE RESTRICTIONS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE (SIMILAR LAWS) AND IT IS NOT PURCHASING OR HOLDING
NOTES ON BEHALF OF OR WITH THE ASSETS OF ANY PLAN OR PLAN SUBJECT TO
SIMILAR LAWS; OR (II) ITS PURCHASE, HOLDING AND SUBSEQUENT DISPOSITION OF THE
NOTES SHALL NOT CONSTITUTE OR GIVE RISE TO A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND (4) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM

THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF

THIS LEGEND. AS USED HEREIN, THE TERMS OFFSHORE TRANSACTION,
UNITED STATES AND U.S. PERSON HAVE THE RESPECTIVE MEANINGS GIVEN
TO THEM BY REGULATION S UNDER THE SECURITIES ACT.
PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH
PARAGRAPH 2A(V) ABOVE, BCP AND THE TRUSTEE RESERVE THE RIGHT TO
REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS, OR OTHER
EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT
THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO
REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.*
Include the following legend on any Certificated Notes issued in exchange for interests in a Rule
144A Global Note:
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
_________

A1-2

BANCO DE CRDITO DEL PER,

ACTING THROUGH ITS PANAMANIAN BRANCH
9.75% NON-CUMULATIVE FIXED/FLOATING RATE STEP-UP JUNIOR
SUBORDINATED NOTES DUE 2069
Rule 144A Global Note
No. R-[]
CUSIP No.:
ISIN No.:

05954TAC5
US05954TAC53
Principal Amount: U.S.$[ ]
Initial Issuance Date: November 6, 2009

Banco de Crdito del Per, a commercial bank organized and existing under the
laws of the Republic of Peru, acting through its Panamanian branch (BCP), for value received
hereby promises to pay to Cede & Co., or registered assigns, as nominee of The Depository Trust
Company (DTC) and the Holders, the principal sum of [], as revised by the Schedule of
Increases and Decreases in Global Note attached hereto, on November 6, 2069, upon
presentation and surrender hereof, at the office or agency of The Bank of New York Mellon, as
Trustee.
Interest: During the period from November 6, 2009 to but excluding November
6, 2019 (the Fixed Rate Period), interest on this Note (a Note) will accrue at a fixed annual
rate of 9.75% and shall be payable, in respect to each full Fixed Interest Period, subject to the
limitations as set forth in the Indenture and on the other side of this Note. The amount of
interest payable in respect of a Fixed Rate Period will be computed on the basis of a 360-day
year consisting of twelve 30-day months. During the period from November 6, 2019 to but
excluding November 6, 2069 (the Floating Rate Period), interest on this Note will be computed
on the basis of the number of days actually elapsed in such Floating Interest Period divided by
360 and at a rate equal to the Three Month LIBOR Rate determined as of the second Business
Day prior to the commencement of each Floating Interest Period plus 816.7 basis points per
annum, payable on the Floating Interest Payment Date, subject to the limitations as set forth in
the Indenture and on the other side of this Note.
Fixed Interest Payment Dates: November 6 and May 6 of each year, commencing
on May 6, 2010.
Floating Interest Payment Dates: November 6, February 6, May 6 and August 6 of
each year, commencing on February 6, 2020.
Regular Record Dates:
October 22 and April 21, respectively, for the Fixed Interest Dates occurring on
November 6 and May 6, respectively.
A1-3

October 22, January 22, April 21 and July 22, respectively, for the Floating
Interest Payment Dates occurring on November 6, February 6, May 6 and August 6 commencing
on February 6, 2020.

A1-4

Additional provisions of this Note are set forth on the other side of this Note.
BANCO DE CRDITO DEL PER,
ACTING THROUGH ITS PANAMANIAN
BRANCH
By:_______________________________
Name: Walter Bayly
Title: Chief Executive Officer
By:_______________________________
Name: Alvaro Correa
Title: Chief Financial Officer

A1-5

TRUSTEES CERTIFICATE OF
AUTHENTICATION
THE BANK OF NEW YORK MELLON,
as Trustee, certifies
that this is one of
the Notes referred
to in the Indenture.
By:

___________________
Authorized Signatory

Date: November 6, 2009

A1-6

FORM OF REVERSE SIDE OF NOTE

9.75% Non-Cumulative Fixed/Floating Rate Step-up Junior Subordinated Notes Due 2069
BCP has issued the Notes under an Indenture, dated as of November 6, 2009 (as it
may be amended or supplemented from time to time in accordance with the terms thereof, the
Indenture), between BCP and the Trustee. The terms of the Notes include those stated in the
Indenture and capitalized terms used herein and not defined herein have the meanings ascribed
thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the
Indenture for a statement of those terms. Each Holder by accepting a Note agrees to be bound by
all of the terms and provisions of the Indenture, as amended or supplemented from time to time.
The Notes are unsecured junior obligations of BCP and will be junior in right of
payment and in liquidation to all Senior Obligations, whether outstanding at the date of the
Indenture or thereafter incurred and will be senior only to BCPs Junior Debt. The Indenture
does not prohibit or limit the incurrence of other indebtedness, including additional Senior
Obligations and Parity Securities. Subject to the conditions set forth in the Indenture and without
the consent of the Holders of the Notes, BCP may issue Additional Notes. All Notes will be
treated as a single class of securities under the Indenture. The Notes are not convertible into
equity capital of BCP, subject to the loss absorption provisions described in Section 6.2 of the
Indenture.
All payments made by BCP in respect of the Notes will be made free and clear of
and without deduction or withholding for or on account of any Taxes, unless such withholding or
deduction is required by law or by the official interpretation or administration thereof. In that
event, BCP will pay to each Holder of the Notes Additional Amounts as provided in the
Indenture, subject to the limitations set forth in the Indenture.
The obligations under the Notes represented hereby are unsecured and are not
guaranteed, or otherwise eligible for reimbursement, by any Peruvian or Panamanian
governmental agency.
1.

Maturity

(a)
The Notes will mature on November 6, 2069 (the Stated Maturity),
unless previously redeemed.
(b)
No payments in respect of the principal of the Notes shall be made prior to
the Stated Maturity, except in the case of the occurrence of an Acceleration Event as provided
herein or upon Optional Redemption, as described in Section 7 or Special Event Redemption, as
described in Section 8, prior to the Stated Maturity.
2.

Interest

(a) Subject to Section 2.12 of the Indenture, the Notes will accrue interest on the
principal amount of the Notes from and including the Issue Date up to and excluding November
6, 2019 which is referred to as the Fixed Rate Period, at a fixed annual rate of 9.75% (the
Fixed Interest Rate), payable semi-annually in arrears by BCP on November 6 and May 6 of
A1-7

each year, commencing on May 6, 2010 (each a Fixed Interest Payment Date). From and
including November 6, 2019 to (but excluding) the Stated Maturity (the Floating Rate Period),
interest on the Notes will be payable subject to Section 2.12 of the Indenture, on the principal
amount of the Notes quarterly in arrears on November 6, February 6, May 6 and August 6 of
each year (each, a Floating Interest Payment Date and taken together with the Fixed Interest
Payment Dates, the Interest Payment Dates) commencing on February 6, 2020 at a rate (the
Floating Interest Rate) equal to the Three Month LIBOR Rate determined as of the second
Business Day prior to the commencement of each Floating Interest Period plus 816.7 basis points
per annum (the Applicable Margin), as determined by the Calculation Agent as of the second
Business Day prior to the commencing of each Floating Interest Period (the Determination
Date). The Floating Interest Rate determined by the Calculation Agent, in the absence of
manifest error, will be binding and conclusive. The Calculation Agent shall notify the
Luxembourg Stock Exchange of the interest rate with respect to each Floating Interest Period and
the amount of interest payable on the related Floating Interest Payment Date, so long as the
Notes are listed thereon and the Luxembourg Stock Exchange so requires. The period from and
including a Fixed Interest Payment Date, or the Issue Date in case of the first Fixed Interest
Period, to but excluding the next Fixed Interest Payment Date is called a Fixed Interest Period.
The period from and including February 6, 2020 to but excluding the first Floating Interest
Payment Date and each period thereafter from and including a Floating Interest Payment Date to
but excluding the next Floating Interest Payment Date is referred to as a Floating Interest
Period.
(b) During any Fixed Interest Period, if any Fixed Interest Payment Date would
otherwise fall on a date that is not a Business Day, the required payment of interest shall be made
on the next succeeding Business Day, with the same force and effect as if made on such Fixed
Interest Payment Date, and no further interest shall accrue as a result of the delay. During any
Floating Interest Period, if any Floating Interest Payment Date would otherwise fall on a day that
is not a Business Day, it shall be postponed to the next day that is a Business Day unless it would
thereby fall into the next calendar month in which event such Floating Interest Payment Date
shall be brought forward to the immediately preceding Business Day and the amount of interest
payable shall be adjusted accordingly. The amount of interest payable in respect of a Fixed
Interest Period will be calculated on the basis of a 360-day year of twelve 30-day months.
Interest on the Notes to be calculated in respect of a Floating Interest Period will be calculated on
the basis of the actual number of days elapsed in the interest period concerned divided by 360.
(c) If an interest payment has been cancelled as per Section 3, accrued interest on
the Notes will be cancelled and interest will also cease to accrue. Interest on the Notes will
restart accruing at the beginning of the next Fixed Interest Period or Floating Interest Period as
the case may be. Interest payments on the Notes will be non-cumulative, so that in the event of
any Optional Cancellation of Interest or Mandatory Cancellation of Interest (in whole or in part),
the interest will not accrue or be due and BCP will not be required to pay any unpaid interest on
the Interest Payment Date or at any other time. The cancellation of accrual and payment of
interest in accordance with this Section and Section 3 will not constitute an Acceleration Event
or a default hereunder.
3.

Cancellation of Interest.

A1-8

(a) BCP may cancel any payment of interest on the Notes on any Interest
Payment Date (an Optional Cancellation of Interest), in whole or in part, at any time.
(b) BCP will not be permitted to pay interest on the Notes on an Interest Payment
Date (a Mandatory Cancellation of Interest) and such interest will not be due and payable in
the event that:
(i)

BCP determines that it is in non-compliance with applicable minimum Regulatory

Capital requirements set forth in Article 199 (and transition provisions) of the
Peruvian Banking Law, and in regulations issued by the SBS or any amendment or
successor thereto (a Non-Compliance Event Mandatory Cancellation); or

(ii)

there is a prohibition of the SBS (in accordance with applicable law) applicable to
BCP on paying interest or making other payments or distributions on or in respect of
all or part of its securities (including the Notes) (a Regulatory Prohibition Event
Mandatory Cancellation); or

(iii)

the SBS enters a decree or order for the Intervention of BCP or for the appointment of
a custodian, conservator, receiver, liquidator, assignee, trustee, sequestrator or other
similar official in any Liquidation, insolvency or similar proceeding with respect to
BCP or all or substantially all of BCPs property, in each case pursuant to the
Peruvian Banking Law (an Intervention/Liquidation Event Mandatory
Cancellation); or

(iv)

to the extent that, based on its last fiscal year end audited unconsolidated financial
statements, BCP does not have any Distributable Profits (a Distributable Profits
Event Mandatory Cancellation).

Notwithstanding anything herein to the contrary, an Optional Cancellation of

Interest or a Mandatory Cancellation of Interest shall not constitute a default or give rise to any
Acceleration Event under the Indenture or the Notes in which case Holders of the Notes will not
have any claim therefor, whether or not interest is paid in respect of any other period.
(c) Notices of Cancellation of Interest. In the event that BCP has determined that
it will not pay interest on the Notes in full on the next Interest Payment Date, BCP will, promptly
thereafter and in any case no later than 15 Business Days prior to the relevant Interest Payment
Date, notify the Trustee by delivering an Officers Certificate to that effect to enable the Trustee
to notify the Holders of the Notes.
For purposes hereof:
Distributable Profits means, the distributable profits of BCP as defined in
Article 2(11) of SBS Resolution 4727-2009, as amended from time to time and any successor
provisions thereto, measured annually on an unconsolidated basis based on fiscal year end
audited unconsolidated financial statements of BCP and consists of retained earnings which have
not yet been capitalized and voluntary reserves which can be released without any prior consent
from the SBS.

A1-9

Interest Determination Date means, in relation to an Interest Payment Date, the

second London Banking Day preceding the first day of the Floating Interest Period.
(d) Notwithstanding anything herein to the contrary, an Optional Cancellation of
Interest or a Mandatory Cancellation of Interest shall not give rise to any Acceleration Event
under the Indenture or the Notes.
4.

Method of Payment

(a)
Prior to 11 a.m. New York City time on the Business Day immediately
preceding each Interest Payment Date and the Stated Maturity, BCP shall deposit with the
Paying Agent in immediately available funds U.S. Legal Tender sufficient to make cash
payments due on such Interest Payment Date, Redemption Date or Stated Maturity, as the case
may be. If BCP or an Affiliate of BCP is acting as Paying Agent, BCP or such Affiliate shall,
prior to 11 a.m. New York City time on each Interest Payment Date, Redemption Date and the
Stated Maturity, segregate and hold in trust U.S. Legal Tender sufficient to make cash payments
due on such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.
Principal and interest shall be considered paid on the date due prior to 11 a.m. New York City
time if on such date the Trustee or the Paying Agent (other than BCP or an Affiliate of BCP)
holds in accordance with the Indenture U.S. Legal Tender designated for and sufficient to pay all
principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not
prohibited from paying such money to the Holders on that date pursuant to the terms of the
Indenture
5.

Paying Agent, Registrar, Transfer Agent and Calculation Agent

The Bank of New York Mellon (the Trustee), will act as Trustee, Paying Agent,
Calculation Agent, Registrar and Transfer Agent. BCP may appoint and change any Paying
Agent, Calculation Agent, Registrar, co-Registrar or Transfer Agent without notice to any
Holder. BCP or an Affiliate of BCP may act as Paying Agent, Calculation Agent, Registrar, coRegistrar or Transfer Agent.
6.

Merger, Consolidation and Sale of Assets

BCP shall not, without the consent of Holders of at least a majority in aggregate
principal amount of the Outstanding Notes, consolidate with or merge into, or convey or transfer,
in one transaction or a series of transactions, all or substantially all of its properties, deposits,
assets and liabilities to any Person, unless:
(i)
the resulting Person, if other than BCP, is a bank organized and existing
under the law of Peru and assumes all of BCPs obligations to: (i) pay the principal of,
and premium and interest on, the Notes; and (ii) perform and observe all of BCPs other
obligations under the Indenture;
(ii)
BCP is not, or any successor Person, as the case may be, is not,
immediately after any such transaction, in default under the Indenture; and

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(iii)
BCP and any successor Person delivers to the Trustee an Officers
Certificate and an Opinion of Counsel in accordance with Section 9.6 of the Indenture.
7.

Optional Redemption

(a)
Subject to the prior approval of the SBS or any other applicable Peruvian
regulator, if such approval is then required, BCP may at its option redeem the Notes in whole or
in part, on November 6, 2019 or on any Interest Payment Date occurring thereafter, at the Base
Redemption Amount (an Optional Redemption), provided that, in the event that BCP does not
redeem the entire aggregate principal amount of the Notes Outstanding, following such
redemption at least U.S.$100,000,000 in aggregate principal amount of the Notes must remain
outstanding.
8.

Special Event Redemption

(a)
BCP may redeem the Notes, at any time prior to November 6, 2019 at its
option, subject to the prior approval of the SBS or any other Peruvian regulator, if then required,
in whole but not in part, at the applicable Special Event Redemption Amount upon the
occurrence of a Special Event (a Special Event Redemption); provided that such redemption
with respect to a Regulatory Event may not be exercised in connection with an affirmative
election by BCP that the Notes will not qualify as Tier I Regulatory Capital of BCP.
For purposes hereof:
Base Redemption Amount means (i) 100% (or 101% in the case of a
redemption in reliance on clause (C) of the definition of Withholding Tax Event) of the then
outstanding aggregate principal amount of the Notes to be redeemed, plus (ii) accrued and
unpaid interest, if any, thereon with respect to the then current interest period through the
Redemption Date, plus (iii) any other amounts accrued and unpaid thereon under the terms of the
Notes and the Indenture, including Additional Amounts and VAT Additional Amounts, if any.
Make-Whole Amount means the sum of the present values of each remaining
scheduled payment of principal and interest on the Notes to November 6, 2019 (not including
any portion of such payments of interest accrued to but excluding the date of redemption),
discounted to the Redemption Date on a semi-annual basis, assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 0.50%, plus accrued and unpaid interest for
the current interest period to but excluding the Redemption Date and any Additional Amounts or
VAT Additional Amounts thereon.
Comparable Treasury Issue means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or interpolated
maturity comparable to the remaining term of the Notes to November 6, 2019 or that would be
utilized, at the time of selection, and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of a comparable maturity to the remaining term of the
Notes.
Comparable Treasury Price means, with respect to any redemption date (i) the
average, as determined by an Independent Investment Banker, of the Reference Treasury Dealer
A1-11

Quotations for such redemption date after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (ii) if fewer than four such Reference Treasury Dealer Quotations
are obtained, the average, as determined by such Independent Investment Banker, of all such
quotations.
Independent Investment Banker means one of the Reference Treasury Dealers
appointed by BCP.
Reference Treasury Dealer means Banc of America Securities LLC, J.P.
Morgan Securities Inc. or any of their affiliates which is a primary United States government
securities dealer and two other primary United States government securities dealers in New York
City reasonably designated by BCP; provided that, if any of the foregoing shall cease to be a
primary United States government securities dealer in New York City (a Primary Treasury
Dealer), BCP will substitute therefor another Primary Treasury Dealer.
Treasury Rate means, with respect to any redemption date, the rate per annum
equal to the quarterly equivalent yield to maturity or interpolated maturity (on a day count basis)
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
Rating Agency means Standard & Poors Rating Services, a division of The
McGraw-Hill Companies Inc. or Fitch Ratings Limited and, in each case, any successor entity.
Regulatory Event means that, any time after the Notes have initially qualified as
Tier I Regulatory Capital, as a result of (i) any change in, amendment to, or replacement of, the
laws (or any regulations or rulings issued thereunder) of Peru or any political subdivision thereof
or any regulatory authority therein or (ii) any change in the application, administration or official
interpretation of such laws, regulations or rulings, including, without limitation, the holding of a
court of competent jurisdiction, which change or amendment becomes effective on or after the
Issue Date of the Notes, the maximum amount of Notes that BCP is entitled to treat as Tier I
Regulatory Capital will be less than the aggregate principal amount of the Notes pursuant to the
Peruvian Banking Law and in regulations issued by the SBS, as the same may be amended,
restated, supplemented or replaced from time to time (ignoring for this purpose any limitation
placed on the amount of such capital).
Special Event means a Regulatory Event, a Rating Agency Event, a
Withholding Tax Event, a Value Added Tax Event or a Nondeductibility Tax Event.
Special Event Redemption Amount means (i) in respect of a Regulatory Event,
Rating Agency Event, Nondeductibility Tax Event or Value Added Tax Event an amount equal
to the greater of (a) the Base Redemption Amount and (b) the Make-Whole Amount and (ii) in
respect of a Withholding Tax Event, an amount equal to the Base Redemption Amount.
Nondeductibility Tax Event means that BCP shall have determined that, as a
result of (a) any amendment to, clarification of, or change, including any announced prospective
change, in the laws or treaties of Peru or any of its political subdivisions or taxing authorities, or
any regulations under those laws or treaties; (b) an administrative action in Peru, which means
A1-12

any judicial decision or any official administrative pronouncement, ruling, regulatory procedure,
notice or announcement, including any notice or announcement of intent to issue or adopt any
administrative pronouncement, ruling, regulatory procedure or regulation; (c) any amendment to,
clarification of, or change in the official position or the interpretation of any administrative
action or judicial decision or any interpretation or pronouncement that provides for a position
with respect to an administrative action or judicial decision that differs from the previously
generally accepted position, in each case by any Peruvian legislative body, court, governmental
authority or regulatory body, regardless of the time or manner in which that amendment,
clarification or change is introduced or made known; or (d) a threatened challenge asserted in
writing in connection with an audit of BCP or its subsidiaries, or a threatened challenge asserted
in writing against any other Peruvian taxpayer that has raised capital through the issuance of
securities that are substantially similar to the Notes, which amendment, clarification, or change
in each case is effective or which administrative action is taken or judicial decision,
interpretation or pronouncement is issued, or which threatened challenge is asserted, after the
date of the Indenture, there is more than an insubstantial risk that interest payable by BCP on the
Notes is not deductible, or within 90 days would not be deductible, in whole or in part, by BCP
for Peruvian income tax purposes.
Value Added Tax Event means that BCP shall have determined that,
immediately prior to giving the required notice, on the next Interest Payment Date, it would, for
reasons outside its control, either be directly liable for Peruvian value added tax or be obligated
to pay VAT Additional Amounts, which, in each case, are payable with respect to interest on the
Notes, as a result of a change in or amendment to the applicable laws or regulations of Peru, or a
change in the official application or official interpretation of such laws or regulations (including
a determination by a court of competent jurisdiction or administrative entity of recognized
authority), in each case, which change or amendment becomes effective on or after the date of
the original issuance of any of the Notes, and BCP cannot avoid such circumstance by taking
reasonable measures.
Withholding Tax Event means that BCP shall have determined that,
immediately prior to giving the required notice, on the next Interest Payment Date, it would, for
reasons outside its control, be obligated to pay Taxes or Additional Amounts with respect to
payments of interest on the Notes in excess of those attributable to Peruvian withholding taxes of
(i) 4.99% on interest on the Notes up to the threshold of the 10-Year LIBOR swap rate
(prevailing on the Issue Date) plus 7% and (ii) 30% on any interest in excess of such threshold,
or would be obligated to pay any Taxes or Additional Amounts with respect to payments of
interest on the Notes attributable to Panamanian withholding tax requirements, in each case as a
result of (A) a change in or amendment to the applicable laws or regulations of Peru or Panama,
or (B) a change in the official application or official interpretation, other than as set forth in (C)
below, of such laws or regulations (including a determination by a court of competent
jurisdiction or administrative entity of recognized authority), or (C) a change in the official
application or official interpretation of such laws or regulations (including a determination by a
court of competent jurisdiction or administrative entity of recognized authority) or any
clarification of the interpretation of such laws or regulations by any competent authority
regarding the computation of the rate (4.99% or 30%) at which Peruvian withholding tax applies
to interest on the Notes, which change or clarification results in a requirement to pay Peruvian
withholding taxes or Additional Amounts in respect thereof in excess of withholding taxes or
A1-13

Additional Amounts that would be required if Peruvian withholding taxes were (i) 4.99% on
interest on the Notes up to the threshold of the 10-Year LIBOR swap rate (prevailing on the
Issue Date) plus 7% and (ii) 30% on any interest in excess of such threshold, in each case, which
change or amendment or clarification is approved or enacted on or after the date of the original
issuance of any of the Notes, and BCP cannot avoid such circumstance by taking reasonable
measures; provided, however, that no Withholding Tax Event shall be deemed to occur, in the
case of (C) above, unless the Taxes or Additional Amounts payable as a result of such change,
amendment or clarification exceed 9% of the amount of interest with respect to which such
Taxes or Additional Amounts are paid.
In the event BCP elects to redeem the Notes pursuant to paragraphs 7 or 8 hereof BCP
shall give or, subject to Section 5.5 of the Indenture, cause the Trustee to give an irrevocable
notice of redemption, in the manner provided for in Section 11.2 of the Indenture, not less than
30 days but not more than 60 days from the Redemption Date, to each Holder of Notes to be
redeemed. If BCP itself gives the notice, it shall also deliver a copy to the Trustee.
9.

Ranking

(a)
BCP covenants and agrees, and each Holder of Notes issued pursuant to
the Indenture likewise covenants and agrees, that the Notes shall be issued subject to the
provisions of this Section 9; and each Holder of a Note, whether upon original issue or upon
transfer or assignment thereof, accepts and agrees to be bound by such provisions. The payment
by BCP of the principal of, premium, if any, and interest on all Notes issued pursuant to
Indenture shall, to the extent and in the manner hereinafter set forth, be junior in right of
payment and in liquidation to all Senior Obligations, whether outstanding at the date of the
Indenture or thereafter incurred and will be senior only to BCPs Junior Securities. No provision
of this Section 9 shall prevent the occurrence of any Acceleration Event pursuant to the
Indenture. The Notes will constitute BCPs direct unsecured and junior obligations and will not
be insured or benefit from any contractual support agreement.
(b)
In the event of the acceleration of the maturity of the Notes due to an
Acceleration Event as described in Section 15(a) herein, (i) all principal, premium, if any, and
interest due or to become due on all Senior Obligations shall be paid in full before the holders of
Parity Securities (including the Notes) shall be entitled to receive or retain any payment in
respect thereof, (ii) the holders of Parity Securities (including the Notes) shall be entitled to
receive pari passu among themselves any payment in respect thereof. The Notes and all other
Parity Securities will be senior to BCPs Junior Securities.
(c)
In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding paragraphs of this
Section 9, such payment shall be held in trust for the benefit of, and shall be paid over or
delivered to, the holders of Senior Obligations (subject to the priority specified in this Section 9)
or their respective representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Obligations may have been issued, as their respective interests may
appear, but only to the extent that the holders of the Senior Obligations (or their representative or
representatives or a trustee) notify the Trustee in writing, within 90 days of such payment of the
amounts then due and owing on such Senior Obligations and only the amounts specified in such
A1-14

notice to the Trustee shall be paid to the holders of such Senior Obligations, unless such amounts
have already been paid by the Trustee in accordance with Section 10.6.
(d)
Upon any distribution of assets to creditors upon any Liquidation,
dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of
assets or any bankruptcy, insolvency, or equivalent proceeding under Peruvian law, in
connection with the insolvency or bankruptcy of BCP, (i) all principal, premium, if any, and
interest due or to become due on all Senior Obligations shall be paid in full before the holders of
Parity Securities (including the Notes) shall be entitled to receive or retain any payment in
respect thereof, (ii) the holders of Parity Securities (including the Notes) shall be entitled to
receive pari passu among themselves any payment in respect thereof (the Notes and all other
Parity Securities will be senior to BCPs Junior Securities); and upon any such dissolution or
winding-up or Liquidation or reorganization, any payment by BCP, or distribution of assets of
BCP of any kind or character, whether in cash, property or securities, to which the Holders or the
Trustee would be entitled to receive from BCP, except for the provisions of this Section 9 or
otherwise set forth in the Peruvian Banking Law or regulations enacted by the SBS of which the
Trustee has received written notice, shall be paid by BCP or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by
the Holders or by the Trustee under the Indenture if received by them or it, directly to, first, the
holders of Senior Obligations of BCP, or their representative or representatives, or to the trustee
or trustees under any indenture pursuant to which any instruments evidencing such Senior
Obligations may have been issued, as their respective interests may appear, to the extent
necessary to pay such Senior Obligations, respectively, in full, in money or moneys worth, after
giving effect, first, to any concurrent payment or distribution to or for the holders of such Senior
Obligations, before any payment or distribution is made to the holders of Parity Securities or to
the Trustee.
(e)
In the event that, notwithstanding the foregoing, any payment or
distribution of assets of BCP of any kind or character, whether in cash, property or securities,
prohibited by the foregoing, shall be received by the Trustee before all Senior Obligations is paid
in full, or provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be paid over or
delivered, to the holders of such Senior Obligations or their representative or representatives, or
to the trustee or trustees under any indenture pursuant to which any instruments evidencing such
Senior Obligations may have been issued, and their respective interests may appear, as calculated
by BCP, for application to the payment of all Senior Obligations remaining unpaid to the extent
necessary to pay such Senior Obligations, in full in money in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the benefit of the holders of such
Senior Obligations.
(f)
For purposes of this Section 9, the words cash, property or securities
shall not be deemed to include shares of stock of BCP as reorganized or readjusted, or securities
of BCP or any other corporation provided for by a plan of reorganization or readjustment, the
payment of which is junior in right of payment at least to the extent provided in this Section 9
with respect to the Notes to the payment of Senior Obligations that may at the time be
outstanding, provided that (i) such Senior Obligations is assumed by the new corporation, if any,
resulting from any such reorganization or readjustment, and (ii) the rights of the holders of such
A1-15

Senior Obligations are not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of BCP with, or the merger of BCP into, another Person or the
Liquidation or dissolution of BCP following the sale, conveyance, transfer or lease of its
property as an entirety, or substantially as an entirety, to another Person upon the terms and
conditions provided for in Article IV of the Indenture shall not be deemed a dissolution,
winding-up, Liquidation or reorganization for the purposes of this Section 9 if such other Person
shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with
the conditions stated in Article IV of the Indenture.
10.

Payment of Additional Amounts

(a) All payments in respect of the Notes will be made free and clear of and
without any deduction or withholding for or on account of any present or future Taxes, unless the
withholding or deduction of such Taxes is required by law or the official interpretation thereof,
or by the administration thereof. If BCP shall be required by any law of any Taxing Jurisdiction
to withhold or deduct any Taxes from or in respect of any sum payable under the Notes, BCP
shall (i) pay such additional amounts (Additional Amounts) as may be necessary in order that
the net amounts receivable by Holders of any Notes after such withholding or deduction shall
equal the respective amounts which would have been receivable by such Holder in the absence
of such withholding or deduction, (ii) make such withholding or deduction, and (iii) pay the full
amount withheld or deducted to the relevant tax or other authority in accordance with applicable
law, except that no such Additional Amounts will be payable in respect of any Note:
(i)

to the extent that such Taxes are imposed or levied by reason of such Holder (or the
beneficial owner) having some connection with the Taxing Jurisdiction other than the
mere holding (or beneficial ownership) of such Note or receiving principal or interest
payments on the Notes, (including but not limited to citizenship, nationality,
residence, domicile, or existences of a business, permanent establishment, a
dependant agent, a place of business or a place of management present or deemed
present in the Taxing Jurisdiction);

(ii)

to the extent such Taxes are imposed on, or measured by, net income of the Holder
(or beneficial owner);

(iii)

in the event that the Holder (or beneficial owner) fails to comply with any
certification, identification or other reporting requirement concerning nationality,
residence, identity or connection with the Taxing Jurisdiction if (1) compliance is
required by applicable law, regulation, administrative practice or treaty as a
precondition to exemption from all or part of the taxes, (2) if the certification,
identification or other reporting requirement does not concern nationality, residence
or identity with the Taxing Jurisdiction, the Holder (or beneficial owner) is able to
comply with these requirements without undue hardship and (3) BCP has given the
Holders (or beneficial owners) at least 30 calendar days prior notice that they will be
required to comply with such requirement;

(iv)

in the event that the Holder fails to surrender (where surrender is required) its Note
for payment within 30 days after BCP has made available a payment of principal or
A1-16

interest, provided that BCP will pay Additional Amounts to which a Holder would
have been entitled had the Note been surrendered on the last day of such 30-day
period;
(v)

to the extent that such Taxes are imposed by reason of an estate, inheritance, gift,
personal property, value added, use or sales tax or any similar taxes, assessments or
other governmental charges;

(vi)

where such withholding or deduction of Taxes is imposed on a payment to an

individual and is required to be made pursuant to any European Council Directive
2003/84/EC or any other directive on the taxation of savings implementing the
conclusions of the European Council of Economic and Finance Ministers (ECOFIN)
meeting of June 3, 2003 or any law implementing or complying with, or introduced in
order to conform to, such directive;

(vii)

by or on behalf of a Holder who has been able to avoid such withholding or deduction
of Taxes by presenting the relevant Note to another paying agent in a member state of
the European Union; or

(viii) any combination of items (i) to (vii) above.

(b) BCP will indemnify non-Peruvian Holders of the Notes from and against any
Peruvian value added tax they may incur in respect of payments under the Notes; such
indemnified amounts are herein referred to as VAT Additional Amounts.
(c) Any reference to payments on the Notes shall be deemed also to include any
Additional Amounts or VAT Additional Amounts. However, no Holder of the Notes shall be
entitled to receive any Additional Amounts or VAT Additional Amounts greater than the
amounts necessary in order that the net amounts receivable by such Holder after such
withholding or deduction equal the respective amounts which would have been receivable by
such Holder in the absence of such withholding or deduction, subject to the exceptions above.
11.

Form; Transfer; Exchange

The Notes will initially be issued in the aggregate amount of U.S.$250,000,000.

The Notes will be issued in fully-registered certificated form without coupons and in minimum
denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. The
Registrar may require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.
The Registrar need not register the transfer of or exchange (i) any Notes selected for redemption
for a period beginning 15 days before the mailing of a notice of Notes to be redeemed and ending
on the date of such mailing or (ii) any Notes for a period beginning 15 days before an Interest
Payment Date and ending on such Interest Payment Date.
12.

Persons Deemed Owners

The registered Holder of this Note may be treated as the owner of it for all

purposes.
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13.

Unclaimed Money

The Trustee and the Paying Agent shall return to BCP upon written request any
U.S. Legal Tender or U.S. Government Obligations held by them for the payment of any amount
with respect to the Notes that remains unclaimed for two years, subject to applicable unclaimed
property law. After return to BCP, Holders entitled to the U.S. Legal Tender or U.S.
Government Obligations must look to BCP for payment as general creditors unless an applicable
abandoned property law designates another Person and the Trustee and the Paying Agent shall
have no further liability to the Holders with respect to such U.S. Legal Tender or U.S.
Government Obligations for that period commencing after the return thereof.
14.

Amendment, Waiver
(a)

BCP and the Trustee may amend, waive or supplement the Indenture or
the Notes without notice to or consent of any Holder:

(i)
to clarify or correct any inconsistency, defect, error or ambiguity in the
Indenture or the Notes;
(ii)
to make any change that does not adversely affect the rights of any Holder
in any material respect; and
(iii) to conform the text of the Indenture or the Notes to the extent that a
provision in the section Description of the Notes of the Offering Circular was intended
to be a verbatim recitation of a provision of the Indenture or the Notes.
(b) After an amendment under this Section 14 becomes effective, BCP shall mail
or deliver to Holders a notice briefly describing such amendment. The failure to give such notice
to all Holders, or any defect therein, shall not impair or affect the validity of an amendment
under this Section 14.
(c) BCP may only make the following amendments to the Notes if BCP obtains
the prior approval of each Holder of a Note affected by the amendment:
(i)
(ii)
the Notes;
(iii)

change the time for payment of interest on the Notes;

reduce the principal amount, the interest rate or the redemption price for
waive a redemption payment on any Note;

(iv)
change the currency of any payment on a Note other than as permitted by
the applicable Note;
(v)

change the place of payment on a Note;

(vi)
reduce the percentage in principal amount of the Notes, the approval of
whose Holders is needed to change the Indenture or the Notes;
A1-18

(vii) reduce the percentage in principal amount of the Notes, the consent of
whose Holders is needed to waive BCPs compliance with the Indenture or to waive
defaults; or
(viii) change the provisions of the Indenture dealing with modification and
waiver in any other respect, except to increase any required percentage referred to in the
Indenture or to add to the provisions that cannot be changed or waived without approval.
(d) An amendment, supplement or waiver under Section 14(c) may not make any
change that adversely affects the rights under Article X of the Indenture of any holder of Senior
Obligations then outstanding unless the holders of such Senior Obligations (or any representative
thereof authorized to give a consent) consent to such change.
(e) Any other change to either the Indenture or the Notes requires the approval by
the Holders of a majority in principal amount of the Notes. The required approval must be given
by written consent. The same majority approval is required in the event that BCP wishes to
obtain a waiver of any of BCPs covenants in the Indenture.
15.

Defaults and Remedies

(a) Acceleration of the Notes will occur only upon the occurrence and
continuation of an Acceleration Event and the rate at which interest will accrue on the Notes (to
the extent the Notes have not been used to absorb losses) during the Intervention, Liquidation,
insolvency or similar process will be limited to the legal interest rate determined by the Central
Bank from time to time. Acceleration Event means that the SBS has entered a decree or order
for Intervention of BCP or for the appointment of a custodian, conservator, receiver, liquidator,
assignee, trustee, sequestrator or other similar official in any Liquidation, insolvency or similar
proceeding with respect to BCP or all or substantially all of its property, in each case pursuant to
the Peruvian Banking Law; and such decree or order has been communicated by the SBS to
BCP.
(b) BCP shall deliver to the Trustee upon becoming aware of any Acceleration
Event a written notice setting forth the nature of such Acceleration Event.
(c) There is no right of acceleration of the payment of principal and accrued
interest on the Notes except upon the occurrence of an Acceleration Event as described in
Section 15(a).
(d) If and only if an Acceleration Event occurs as described in Section 15(a) and
is continuing, the Notes shall become immediately due and payable, and the Trustee may give
BCP notice that the Notes are accordingly immediately due and payable at the Base Redemption
Amount.
(e) In the event that the Notes are accelerated, the Notes will remain junior in
right of payment to BCPs Senior Obligations, and unless all holders of BCPs Senior
Obligations have been paid in full, no payment or other distribution may be made in respect of
the Notes. If the Trustee or any Holders of the Notes receive any payment or distribution that is
prohibited under Article X of the Indenture, then the Trustee or the Holders will have to repay
A1-19

that money to, or hold that money in trust for the benefit of, holders of BCPs Senior
Obligations. BCP or Trustee upon the written request of BCP shall promptly notify holders of
BCPs Senior Obligations of the acceleration.
(f) Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives
indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in
principal amount of the Outstanding Notes may direct the Trustee in its exercise of any trust or
power. Subject to Sections 7.1 and 7.2 of the Indenture, however, the Trustee may refuse to
follow any direction that conflicts with law or the Indenture; provided, however, that the Trustee
may take any other action deemed proper by the Trustee that is not inconsistent with such
direction.
16.

Trustee Dealings with BCP

Subject to certain limitations set forth in the Indenture, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with and collect obligations owed to it by BCP or its Affiliates and may
otherwise deal with BCP or its Affiliates with the same rights it would have if it were not
Trustee.
17.

No Recourse Against Others

An incorporator, director, officer, employee, stockholder or controlling Person, as

such, of BCP shall not have any liability for any obligations of BCP under the Notes or the
Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Holder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Notes.
18.

Authentication

This Note shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent acting on its behalf) manually signs the certificate of authentication on the
other side of this Note.
19.

CUSIP or ISIN Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform

Security Identification Procedures BCP has caused CUSIP or ISIN numbers to be printed on the
Notes and has directed the Trustee to use CUSIP or ISIN numbers in notices of redemption as a
convenience to Holders. No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance may be placed only
on the other identification numbers placed thereon.
20.

Governing Law

This Note shall be governed by, and construed in accordance with, the law of the
State of New York.
A1-20

21.

Currency of Account; Conversion of Currency

U.S. Legal Tender is the sole currency of account and payment for all sums
payable by BCP under or in connection with the Notes or the Indenture, including damages.
BCP will indemnify the Holders as provided in the Indenture in respect of the conversion of
currency relating to the Notes and the Indenture.
22.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities

BCP has agreed that any suit, action or proceeding against it arising out of or
relating to the Indenture or the Notes, as the case may be, may be instituted in the Supreme Court
of New York, County of New York or the United States District Court for the Southern District
of New York. BCP has waived to the fullest extent permitted by applicable law, any objection
which it may now or hereafter have to the laying of venue of any such suit, action or proceeding,
and any claim that any suit, action or proceeding in such a court has been brought in an
inconvenient forum and has irrevocably submitted to the jurisdiction of such courts in any suit,
action or proceeding. BCP has agreed that final judgment in any such suit, action or proceeding
brought in such a court shall be conclusive and binding may be enforced in the courts of the
jurisdiction of which it is subject by a suit upon judgment, and that service of process upon its
authorized agent to the address specified herein shall constitute personal service of such process
on it in any such suit, action or proceeding. BCP has appointed National Registered Agents,
Inc., with offices currently at 875 Avenue of the Americas, New York, New York 10001 as its
authorized agent (the Authorized Agent) upon whom process may be served in any suit, action
or proceeding arising out of or based upon the Indenture or this Note that may be instituted in
any state or U.S. federal court in The City of New York and County of New York. Service of
process upon the Authorized Agent shall be deemed, in every respect, effective service of
process upon BCP. To the extent that BCP has or hereafter may acquire any immunity
(sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court
or from set-off or any legal process (whether service or notice, attachment in aid or otherwise)
with respect to itself or any of its property, BCP hereby irrevocably waives and agrees not to
plead or claim such immunity in respect of its obligations under the Indenture or this Note.

A1-21

To be attached to Rule 144A Global Notes only:

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Rule 144A Global Note have been made:

Date of Transfer or
Exchange

Amount of decrease
in Principal Amount
of this Global Note

Amount of increase
in Principal Amount
of this Global Note

A1-22

Principal Amount of
this Global Note
following such
decrease or increase

Signature of
authorized signatory
of Trustee or Note
Custodian

EXHIBIT A-2
FORM OF FACE OF REGULATION S NOTE
Include the following three paragraphs for all Global Notes:
THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED
TO HEREINAFTER.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC),
NEW YORK, NEW YORK, TO BCP OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF
OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.
Include the following for all Regulation S Notes:
PRIOR TO EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS
DEFINED IN REGULATION S (REGULATION S) UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE SECURITIES ACT)), THIS SECURITY MAY NOT BE
REOFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF THE
INDENTURE REFERRED TO HEREIN.
Include the following legend on any Certificated Notes issued in exchange for interests in a
Regulation S Global Note:
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

A2-1

BANCO DE CRDITO DEL PER,

ACTING THROUGH ITS PANAMANIAN BRANCH
9.75% NON-CUMULATIVE FIXED/FLOATING RATE STEP-UP JUNIOR
SUBORDINATED NOTES DUE 2069
Regulation S Global Note
No. S-[]
CUSIP No.:
ISIN No.:

P09646AB9
USP09646AB92
Principal Amount: U.S.$[]
Initial Issuance Date: November 6, 2009

Banco de Crdito del Per, a commercial bank organized and existing under the
laws of the Republic of Peru, acting through its Panamanian branch (BCP), for value received
hereby promises to pay to Cede & Co., or registered assigns, as nominee of The Depository Trust
Company (DTC) and the Holders, the principal sum of [], as revised by the Schedule of
Increases and Decreases in Global Note attached hereto, on November 6, 2069, upon
presentation and surrender hereof, at the office or agency of The Bank of New York Mellon, as
Trustee.
Interest: During the period from November 6, 2009 to but excluding November
6, 2019 (the Fixed Rate Period), interest on this Note (a Note) will accrue at a fixed annual
rate of 9.75% and shall be payable, in respect to each full Fixed Interest Period, subject to the
limitations as set forth in the Indenture and on the other side of this Note. The amount of
interest payable in respect of a Fixed Rate Period will be computed on the basis of a 360-day
year consisting of twelve 30-day months. During the period from November 6, 2019 to but
excluding November 6, 2069 (the Floating Rate Period), interest on this Note will be computed
on the basis of the number of days actually elapsed in such Floating Interest Period divided by
360 and at a rate equal to the Three Month LIBOR Rate determined as of the second Business
Day prior to the commencement of each Floating Interest Period plus 816.7 basis points per
annum, payable on the Floating Interest Payment Date, subject to the limitations as set forth in
the Indenture and on the other side of this Note.
Fixed Interest Payment Dates: November 6 and May 6 of each year, commencing
on May 6, 2010.
Floating Interest Payment Dates: November 6, February 6, May 6 and August 6 of
each year, commencing on February 6, 2020.
Regular Record Dates:
October 22 and April 21, respectively, for the Fixed Interest Dates occurring on
November 6 and May 6, respectively.

A2-2

October 22, January 22, April 21 and July 22, respectively, for the Floating
Interest Payment Dates occurring on November 6, February 6, May 6 and August 6 commencing
on February 6, 2020.

A2-3

Additional provisions of this Note are set forth on the other side of this Note.
BANCO DE CRDITO DEL PER,
ACTING THROUGH ITS PANAMANIAN
BRANCH
By:_______________________________
Name: Walter Bayly
Title: Chief Executive Officer
By:_______________________________
Name: Alvaro Correa
Title: Chief Financial Officer

A2-4

TRUSTEES CERTIFICATE OF
AUTHENTICATION
THE BANK OF NEW YORK MELLON,
as Trustee, certifies
that this is one of
the Notes referred
to in the Indenture.
By:

___________________
Authorized Signatory

Date: November 6, 2009

A2-5

FORM OF REVERSE SIDE OF REGULATION S NOTE

9.75% Non-Cumulative Fixed/Floating Rate Step-up Junior Subordinated Notes Due 2069
BCP has issued the Notes under an Indenture, dated as of November 6, 2009 (as it
may be amended or supplemented from time to time in accordance with the terms thereof, the
Indenture), between BCP and the Trustee. The terms of the Notes include those stated in the
Indenture and capitalized terms used herein and not defined herein have the meanings ascribed
thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the
Indenture for a statement of those terms. Each Holder by accepting a Note agrees to be bound by
all of the terms and provisions of the Indenture, as amended or supplemented from time to time.
The Notes are unsecured junior obligations of BCP and will be junior in right of
payment and in liquidation to all Senior Obligations, whether outstanding at the date of the
Indenture or thereafter incurred and will be senior only to BCPs Junior Debt. The Indenture
does not prohibit or limit the incurrence of other indebtedness, including additional Senior
Obligations and Parity Securities. Subject to the conditions set forth in the Indenture and without
the consent of the Holders of the Notes, BCP may issue Additional Notes. All Notes will be
treated as a single class of securities under the Indenture. The Notes are not convertible into
equity capital of BCP, subject to the loss absorption provisions described in Section 6.2 of the
Indenture.
All payments made by BCP in respect of the Notes will be made free and clear of
and without deduction or withholding for or on account of any Taxes, unless such withholding or
deduction is required by law or by the official interpretation or administration thereof. In that
event, BCP will pay to each Holder of the Notes Additional Amounts as provided in the
Indenture, subject to the limitations set forth in the Indenture.
The obligations under the Notes represented hereby are unsecured and are not
guaranteed, or otherwise eligible for reimbursement, by any Peruvian or Panamanian
governmental agency.

1. Maturity
(a) The Notes will mature on November 6, 2069 (the Stated Maturity), unless
previously redeemed.
(b) No payments in respect of the principal of the Notes shall be made prior to the
Stated Maturity, except in the case of the occurrence of an Acceleration Event as provided herein
or upon Optional Redemption, as described in Section 7 or Special Event Redemption, as
described in Section 8, prior to the Stated Maturity.
2. Interest
(a) Subject to Section 2.12 of the Indenture, the Notes will accrue interest on the
principal amount of the Notes from and including the Issue Date up to and excluding November
6, 2019 which is referred to as the Fixed Rate Period, at a fixed annual rate of 9.75% (the
Fixed Interest Rate), payable semi-annually in arrears by BCP on November 6 and May 6 of
A2-6

each year, commencing on May 6, 2010 (each a Fixed Interest Payment Date). From and
including November 6, 2019 to (but excluding) the Stated Maturity (the Floating Rate Period),
interest on the Notes will be payable subject to Section 2.12 of the Indenture, on the principal
amount of the Notes quarterly in arrears on November 6, February 6, May 6 and August 6 of
each year (each, a Floating Interest Payment Date and taken together with the Fixed Interest
Payment Dates, the Interest Payment Dates) commencing on February 6, 2020 at a rate (the
Floating Interest Rate) equal to the Three Month LIBOR Rate determined as of the second
Business Day prior to the commencement of each Floating Interest Period plus 816.7 basis points
per annum (the Applicable Margin), as determined by the Calculation Agent as of the second
Business Day prior to the commencing of each Floating Interest Period (the Determination
Date). The Floating Interest Rate determined by the Calculation Agent, in the absence of
manifest error, will be binding and conclusive. The Calculation Agent shall notify the
Luxembourg Stock Exchange of the interest rate with respect to each Floating Interest Period and
the amount of interest payable on the related Floating Interest Payment Date, so long as the
Notes are listed thereon and the Luxembourg Stock Exchange so requires. The period from and
including a Fixed Interest Payment Date, or the Issue Date in case of the first Fixed Interest
Period, to but excluding the next Fixed Interest Payment Date is called a Fixed Interest Period.
The period from and including February 6, 2020 to but excluding the first Floating Interest
Payment Date and each period thereafter from and including a Floating Interest Payment Date to
but excluding the next Floating Interest Payment Date is referred to as a Floating Interest
Period.
(b) During any Fixed Interest Period, if any Fixed Interest Payment Date would
otherwise fall on a date that is not a Business Day, the required payment of interest shall be made
on the next succeeding Business Day, with the same force and effect as if made on such Fixed
Interest Payment Date, and no further interest shall accrue as a result of the delay. During any
Floating Interest Period, if any Floating Interest Payment Date would otherwise fall on a day that
is not a Business Day, it shall be postponed to the next day that is a Business Day unless it would
thereby fall into the next calendar month in which event such Floating Interest Payment Date
shall be brought forward to the immediately preceding Business Day and the amount of interest
payable shall be adjusted accordingly. The amount of interest payable in respect of a Fixed
Interest Period will be calculated on the basis of a 360-day year of twelve 30-day months.
Interest on the Notes to be calculated in respect of a Floating Interest Period will be calculated on
the basis of the actual number of days elapsed in the interest period concerned divided by 360.
(c) If an interest payment has been cancelled as per Section 3, accrued interest on
the Notes will be cancelled and interest will also cease to accrue. Interest on the Notes will
restart accruing at the beginning of the next Fixed Interest Period or Floating Interest Period as
the case may be. Interest payments on the Notes will be non-cumulative, so that in the event of
any Optional Cancellation of Interest or Mandatory Cancellation of Interest (in whole or in part),
the interest will not accrue or be due and BCP will not be required to pay any unpaid interest on
the Interest Payment Date or at any other time. The cancellation of accrual and payment of
interest in accordance with this Section and Section 3 will not constitute an Acceleration Event
or a default hereunder.
3. Cancellation of Interest.

A2-7

(a) BCP may cancel any payment of interest on the Notes on any Interest
Payment Date (an Optional Cancellation of Interest), in whole or in part, at any time.
(b) BCP will not be permitted to pay interest on the Notes on an Interest Payment
Date (a Mandatory Cancellation of Interest) and such interest will not be due and payable in
the event that:
(i)

BCP determines that it is in non-compliance with applicable minimum Regulatory

Capital requirements set forth in Article 199 (and transition provisions) of the
Peruvian Banking Law, and in regulations issued by the SBS or any amendment or
successor thereto (a Non-Compliance Event Mandatory Cancellation); or

(ii)

there is a prohibition of the SBS (in accordance with applicable law) applicable to
BCP on paying interest or making other payments or distributions on or in respect of
all or part of its securities (including the Notes) (a Regulatory Prohibition Event
Mandatory Cancellation); or

(iii)

the SBS enters a decree or order for the Intervention of BCP or for the appointment of
a custodian, conservator, receiver, liquidator, assignee, trustee, sequestrator or other
similar official in any Liquidation, insolvency or similar proceeding with respect to
BCP or all or substantially all of BCPs property, in each case pursuant to the
Peruvian Banking Law (an Intervention/Liquidation Event Mandatory
Cancellation); or

(iv)

to the extent that, based on its last fiscal year end audited unconsolidated financial
statements, BCP does not have any Distributable Profits (a Distributable Profits
Event Mandatory Cancellation).

Notwithstanding anything herein to the contrary, an Optional Cancellation of

Interest or a Mandatory Cancellation of Interest shall not constitute a default or give rise to any
Acceleration Event under the Indenture or the Notes in which case Holders of the Notes will not
have any claim therefor, whether or not interest is paid in respect of any other period.
(c) Notices of Cancellation of Interest. In the event that BCP has determined that
it will not pay interest on the Notes in full on the next Interest Payment Date, BCP will, promptly
thereafter and in any case no later than 15 Business Days prior to the relevant Interest Payment
Date, notify the Trustee by delivering an Officers Certificate to that effect to enable the Trustee
to notify the Holders of the Notes.
For purposes hereof:
Distributable Profits means, the distributable profits of BCP as defined in
Article 2(11) of SBS Resolution 4727-2009, as amended from time to time and any successor
provisions thereto, measured annually on an unconsolidated basis based on fiscal year end
audited unconsolidated financial statements of BCP and consists of retained earnings which have
not yet been capitalized and voluntary reserves which can be released without any prior consent
from the SBS.

A2-8

Interest Determination Date means, in relation to an Interest Payment Date, the

second London Banking Day preceding the first day of the Floating Interest Period.
(d) Notwithstanding anything herein to the contrary, an Optional Cancellation of
Interest or a Mandatory Cancellation of Interest shall not give rise to any Acceleration Event
under the Indenture or the Notes.
4. Method of Payment
(a) Prior to 11 a.m. New York City time on the Business Day immediately
preceding each Interest Payment Date and the Stated Maturity, BCP shall deposit with the
Paying Agent in immediately available funds U.S. Legal Tender sufficient to make cash
payments due on such Interest Payment Date, Redemption Date or Stated Maturity, as the case
may be. If BCP or an Affiliate of BCP is acting as Paying Agent, BCP or such Affiliate shall,
prior to 11 a.m. New York City time on each Interest Payment Date, Redemption Date and the
Stated Maturity, segregate and hold in trust U.S. Legal Tender sufficient to make cash payments
due on such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.
Principal and interest shall be considered paid on the date due prior to 11 a.m. New York City
time if on such date the Trustee or the Paying Agent (other than BCP or an Affiliate of BCP)
holds in accordance with the Indenture U.S. Legal Tender designated for and sufficient to pay all
principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not
prohibited from paying such money to the Holders on that date pursuant to the terms of the
Indenture
5. Paying Agent, Registrar, Transfer Agent and Calculation Agent
The Bank of New York Mellon (the Trustee), will act as Trustee, Paying Agent,
Calculation Agent, Registrar and Transfer Agent. BCP may appoint and change any Paying
Agent, Calculation Agent, Registrar, co-Registrar or Transfer Agent without notice to any
Holder. BCP or an Affiliate of BCP may act as Paying Agent, Calculation Agent, Registrar, coRegistrar or Transfer Agent.
6. Merger, Consolidation and Sale of Assets
BCP shall not, without the consent of Holders of at least a majority in aggregate
principal amount of the Outstanding Notes, consolidate with or merge into, or convey or transfer,
in one transaction or a series of transactions, all or substantially all of its properties, deposits,
assets and liabilities to any Person, unless:
(i)
the resulting Person, if other than BCP, is a bank organized and existing
under the law of Peru and assumes all of BCPs obligations to: (i) pay the principal of,
and premium and interest on, the Notes; and (ii) perform and observe all of BCPs other
obligations under the Indenture;
(ii)
BCP is not, or any successor Person, as the case may be, is not,
immediately after any such transaction, in default under the Indenture; and

A2-9

(iii)
BCP and any successor Person delivers to the Trustee an Officers
Certificate and an Opinion of Counsel in accordance with Section 9.6 of the Indenture.
7. Optional Redemption
(a) Subject to the prior approval of the SBS or any other applicable Peruvian
regulator, if such approval is then required, BCP may at its option redeem the Notes in whole or
in part, on November 6, 2019 or on any Interest Payment Date occurring thereafter, at the Base
Redemption Amount (an Optional Redemption), provided that, in the event that BCP does not
redeem the entire aggregate principal amount of the Notes Outstanding, following such
redemption at least U.S.$100,000,000 in aggregate principal amount of the Notes must remain
outstanding.
8. Special Event Redemption
(a) BCP may redeem the Notes, at any time prior to November 6, 2019 at its
option, subject to the prior approval of the SBS or any other Peruvian regulator, if then required,
in whole but not in part, at the applicable Special Event Redemption Amount upon the
occurrence of a Special Event (a Special Event Redemption); provided that such redemption
with respect to a Regulatory Event may not be exercised in connection with an affirmative
election by BCP that the Notes will not qualify as Tier I Regulatory Capital of BCP.
For purposes hereof:
Base Redemption Amount means (i) 100% (or 101% in the case of a
redemption in reliance on clause (C) of the definition of Withholding Tax Event) of the then
outstanding aggregate principal amount of the Notes to be redeemed, plus (ii) accrued and
unpaid interest, if any, thereon with respect to the then current interest period through the
Redemption Date, plus (iii) any other amounts accrued and unpaid thereon under the terms of the
Notes and the Indenture, including Additional Amounts and VAT Additional Amounts, if any.
Make-Whole Amount means the sum of the present values of each remaining
scheduled payment of principal and interest on the Notes to November 6, 2019 (not including
any portion of such payments of interest accrued to but excluding the date of redemption),
discounted to the Redemption Date on a semi-annual basis, assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 0.50%, plus accrued and unpaid interest for
the current interest period to but excluding the Redemption Date and any Additional Amounts or
VAT Additional Amounts thereon.
Comparable Treasury Issue means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or interpolated
maturity comparable to the remaining term of the Notes to November 6, 2019 or that would be
utilized, at the time of selection, and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of a comparable maturity to the remaining term of the
Notes.

A2-10

Comparable Treasury Price means, with respect to any redemption date (i) the
average, as determined by an Independent Investment Banker, of the Reference Treasury Dealer
Quotations for such redemption date after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (ii) if fewer than four such Reference Treasury Dealer Quotations
are obtained, the average, as determined by such Independent Investment Banker, of all such
quotations.
Independent Investment Banker means one of the Reference Treasury Dealers
appointed by BCP.
Reference Treasury Dealer means Banc of America Securities LLC, J.P.
Morgan Securities Inc. or any of their affiliates which is a primary United States government
securities dealer and two other primary United States government securities dealers in New York
City reasonably designated by BCP; provided that, if any of the foregoing shall cease to be a
primary United States government securities dealer in New York City (a Primary Treasury
Dealer), BCP will substitute therefor another Primary Treasury Dealer.
Treasury Rate means, with respect to any redemption date, the rate per annum
equal to the quarterly equivalent yield to maturity or interpolated maturity (on a day count basis)
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
Rating Agency means Standard & Poors Rating Services, a division of The
McGraw-Hill Companies Inc. or Fitch Ratings Limited and, in each case, any successor entity.
Regulatory Event means that, any time after the Notes have initially qualified as
Tier I Regulatory Capital, as a result of (i) any change in, amendment to, or replacement of, the
laws (or any regulations or rulings issued thereunder) of Peru or any political subdivision thereof
or any regulatory authority therein or (ii) any change in the application, administration or official
interpretation of such laws, regulations or rulings, including, without limitation, the holding of a
court of competent jurisdiction, which change or amendment becomes effective on or after the
Issue Date of the Notes, the maximum amount of Notes that BCP is entitled to treat as Tier I
Regulatory Capital will be less than the aggregate principal amount of the Notes pursuant to the
Peruvian Banking Law and in regulations issued by the SBS, as the same may be amended,
restated, supplemented or replaced from time to time (ignoring for this purpose any limitation
placed on the amount of such capital).
Special Event means a Regulatory Event, a Rating Agency Event, a
Withholding Tax Event, a Value Added Tax Event or a Nondeductibility Tax Event.
Special Event Redemption Amount means (i) in respect of a Regulatory Event,
Rating Agency Event, Nondeductibility Tax Event or Value Added Tax Event an amount equal
to the greater of (a) the Base Redemption Amount and (b) the Make-Whole Amount and (ii) in
respect of a Withholding Tax Event, an amount equal to the Base Redemption Amount.
Nondeductibility Tax Event means that BCP shall have determined that, as a
result of (a) any amendment to, clarification of, or change, including any announced prospective
A2-11

change, in the laws or treaties of Peru or any of its political subdivisions or taxing authorities, or
any regulations under those laws or treaties; (b) an administrative action in Peru, which means
any judicial decision or any official administrative pronouncement, ruling, regulatory procedure,
notice or announcement, including any notice or announcement of intent to issue or adopt any
administrative pronouncement, ruling, regulatory procedure or regulation; (c) any amendment to,
clarification of, or change in the official position or the interpretation of any administrative
action or judicial decision or any interpretation or pronouncement that provides for a position
with respect to an administrative action or judicial decision that differs from the previously
generally accepted position, in each case by any Peruvian legislative body, court, governmental
authority or regulatory body, regardless of the time or manner in which that amendment,
clarification or change is introduced or made known; or (d) a threatened challenge asserted in
writing in connection with an audit of BCP or its subsidiaries, or a threatened challenge asserted
in writing against any other Peruvian taxpayer that has raised capital through the issuance of
securities that are substantially similar to the Notes, which amendment, clarification, or change
in each case is effective or which administrative action is taken or judicial decision,
interpretation or pronouncement is issued, or which threatened challenge is asserted, after the
date of the Indenture, there is more than an insubstantial risk that interest payable by BCP on the
Notes is not deductible, or within 90 days would not be deductible, in whole or in part, by BCP
for Peruvian income tax purposes.
Value Added Tax Event means that BCP shall have determined that,
immediately prior to giving the required notice, on the next Interest Payment Date, it would, for
reasons outside its control, either be directly liable for Peruvian value added tax or be obligated
to pay VAT Additional Amounts, which, in each case, are payable with respect to interest on the
Notes, as a result of a change in or amendment to the applicable laws or regulations of Peru, or a
change in the official application or official interpretation of such laws or regulations (including
a determination by a court of competent jurisdiction or administrative entity of recognized
authority), in each case, which change or amendment becomes effective on or after the date of
the original issuance of any of the Notes, and BCP cannot avoid such circumstance by taking
reasonable measures.
Withholding Tax Event means that BCP shall have determined that,
immediately prior to giving the required notice, on the next Interest Payment Date, it would, for
reasons outside its control, be obligated to pay Taxes or Additional Amounts with respect to
payments of interest on the Notes in excess of those attributable to Peruvian withholding taxes of
(i) 4.99% on interest on the Notes up to the threshold of the 10-Year LIBOR swap rate
(prevailing on the Issue Date) plus 7% and (ii) 30% on any interest in excess of such threshold,
or would be obligated to pay any Taxes or Additional Amounts with respect to payments of
interest on the Notes attributable to Panamanian withholding tax requirements, in each case as a
result of (A) a change in or amendment to the applicable laws or regulations of Peru or Panama,
or (B) a change in the official application or official interpretation, other than as set forth in (C)
below, of such laws or regulations (including a determination by a court of competent
jurisdiction or administrative entity of recognized authority), or (C) a change in the official
application or official interpretation of such laws or regulations (including a determination by a
court of competent jurisdiction or administrative entity of recognized authority) or any
clarification of the interpretation of such laws or regulations by any competent authority
regarding the computation of the rate (4.99% or 30%) at which Peruvian withholding tax applies
A2-12

to interest on the Notes, which change or clarification results in a requirement to pay Peruvian
withholding taxes or Additional Amounts in respect thereof in excess of withholding taxes or
Additional Amounts that would be required if Peruvian withholding taxes were (i) 4.99% on
interest on the Notes up to the threshold of the 10-Year LIBOR swap rate (prevailing on the
Issue Date) plus 7% and (ii) 30% on any interest in excess of such threshold, in each case, which
change or amendment or clarification is approved or enacted on or after the date of the original
issuance of any of the Notes, and BCP cannot avoid such circumstance by taking reasonable
measures; provided, however, that no Withholding Tax Event shall be deemed to occur, in the
case of (C) above, unless the Taxes or Additional Amounts payable as a result of such change,
amendment or clarification exceed 9% of the amount of interest with respect to which such
Taxes or Additional Amounts are paid.
In the event BCP elects to redeem the Notes pursuant to paragraphs 7 or 8 hereof
BCP shall give or, subject to Section 5.5 of the Indenture, cause the Trustee to give an
irrevocable notice of redemption, in the manner provided for in Section 11.2 of the Indenture, not
less than 30 days but not more than 60 days from the Redemption Date, to each Holder of Notes
to be redeemed. If BCP itself gives the notice, it shall also deliver a copy to the Trustee.
9. Ranking
(a) BCP covenants and agrees, and each Holder of Notes issued pursuant to the
Indenture likewise covenants and agrees, that the Notes shall be issued subject to the provisions
of this Section 9; and each Holder of a Note, whether upon original issue or upon transfer or
assignment thereof, accepts and agrees to be bound by such provisions. The payment by BCP of
the principal of, premium, if any, and interest on all Notes issued pursuant to Indenture shall, to
the extent and in the manner hereinafter set forth, be junior in right of payment and in liquidation
to all Senior Obligations, whether outstanding at the date of the Indenture or thereafter incurred
and will be senior only to BCPs Junior Securities. No provision of this Section 9 shall prevent
the occurrence of any Acceleration Event pursuant to the Indenture. The Notes will constitute
BCPs direct unsecured and junior obligations and will not be insured or benefit from any
contractual support agreement.
(b) In the event of the acceleration of the maturity of the Notes due to an
Acceleration Event as described in Section 15(a) herein, (i) all principal, premium, if any, and
interest due or to become due on all Senior Obligations shall be paid in full before the holders of
Parity Securities (including the Notes) shall be entitled to receive or retain any payment in
respect thereof, (ii) the holders of Parity Securities (including the Notes) shall be entitled to
receive pari passu among themselves any payment in respect thereof. The Notes and all other
Parity Securities will be senior to BCPs Junior Securities.
(c) In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding paragraphs of this
Section 9, such payment shall be held in trust for the benefit of, and shall be paid over or
delivered to, the holders of Senior Obligations (subject to the priority specified in this Section 9)
or their respective representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Obligations may have been issued, as their respective interests may
appear, but only to the extent that the holders of the Senior Obligations (or their representative or
representatives or a trustee) notify the Trustee in writing, within 90 days of such payment of the
A2-13

amounts then due and owing on such Senior Obligations and only the amounts specified in such
notice to the Trustee shall be paid to the holders of such Senior Obligations, unless such amounts
have already been paid by the Trustee in accordance with Section 10.6.
(d) Upon any distribution of assets to creditors upon any Liquidation, dissolution,
winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any
bankruptcy, insolvency, or equivalent proceeding under Peruvian law, in connection with the
insolvency or bankruptcy of BCP, (i) all principal, premium, if any, and interest due or to
become due on all Senior Obligations shall be paid in full before the holders of Parity Securities
(including the Notes) shall be entitled to receive or retain any payment in respect thereof, (ii) the
holders of Parity Securities (including the Notes) shall be entitled to receive pari passu among
themselves any payment in respect thereof (the Notes and all other Parity Securities will be
senior to BCPs Junior Securities); and upon any such dissolution or winding-up or Liquidation
or reorganization, any payment by BCP, or distribution of assets of BCP of any kind or
character, whether in cash, property or securities, to which the Holders or the Trustee would be
entitled to receive from BCP, except for the provisions of this Section 9 or otherwise set forth in
the Peruvian Banking Law or regulations enacted by the SBS of which the Trustee has received
written notice, shall be paid by BCP or by any receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or distribution, or by the Holders or by the Trustee
under the Indenture if received by them or it, directly to, first, the holders of Senior Obligations
of BCP, or their representative or representatives, or to the trustee or trustees under any indenture
pursuant to which any instruments evidencing such Senior Obligations may have been issued, as
their respective interests may appear, to the extent necessary to pay such Senior Obligations,
respectively, in full, in money or moneys worth, after giving effect, first, to any concurrent
payment or distribution to or for the holders of such Senior Obligations, before any payment or
distribution is made to the holders of Parity Securities or to the Trustee.
(e) In the event that, notwithstanding the foregoing, any payment or distribution
of assets of BCP of any kind or character, whether in cash, property or securities, prohibited by
the foregoing, shall be received by the Trustee before all Senior Obligations is paid in full, or
provision is made for such payment in money in accordance with its terms, such payment or
distribution shall be held in trust for the benefit of and shall be paid over or delivered, to the
holders of such Senior Obligations or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such Senior
Obligations may have been issued, and their respective interests may appear, as calculated by
BCP, for application to the payment of all Senior Obligations remaining unpaid to the extent
necessary to pay such Senior Obligations, in full in money in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the benefit of the holders of such
Senior Obligations.
(f) For purposes of this Section 9, the words cash, property or securities shall
not be deemed to include shares of stock of BCP as reorganized or readjusted, or securities of
BCP or any other corporation provided for by a plan of reorganization or readjustment, the
payment of which is junior in right of payment at least to the extent provided in this Section 9
with respect to the Notes to the payment of Senior Obligations that may at the time be
outstanding, provided that (i) such Senior Obligations is assumed by the new corporation, if any,
resulting from any such reorganization or readjustment, and (ii) the rights of the holders of such
A2-14

Senior Obligations are not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of BCP with, or the merger of BCP into, another Person or the
Liquidation or dissolution of BCP following the sale, conveyance, transfer or lease of its
property as an entirety, or substantially as an entirety, to another Person upon the terms and
conditions provided for in Article IV of the Indenture shall not be deemed a dissolution,
winding-up, Liquidation or reorganization for the purposes of this Section 9 if such other Person
shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with
the conditions stated in Article IV of the Indenture.
10. Payment of Additional Amounts
(a) All payments in respect of the Notes will be made free and clear of and
without any deduction or withholding for or on account of any present or future Taxes, unless the
withholding or deduction of such Taxes is required by law or the official interpretation thereof,
or by the administration thereof. If BCP shall be required by any law of any Taxing Jurisdiction
to withhold or deduct any Taxes from or in respect of any sum payable under the Notes, BCP
shall (i) pay such additional amounts (Additional Amounts) as may be necessary in order that
the net amounts receivable by Holders of any Notes after such withholding or deduction shall
equal the respective amounts which would have been receivable by such Holder in the absence
of such withholding or deduction, (ii) make such withholding or deduction, and (iii) pay the full
amount withheld or deducted to the relevant tax or other authority in accordance with applicable
law, except that no such Additional Amounts will be payable in respect of any Note:
(i)

to the extent that such Taxes are imposed or levied by reason of such Holder (or the
beneficial owner) having some connection with the Taxing Jurisdiction other than the
mere holding (or beneficial ownership) of such Note or receiving principal or interest
payments on the Notes, (including but not limited to citizenship, nationality,
residence, domicile, or existences of a business, permanent establishment, a
dependant agent, a place of business or a place of management present or deemed
present in the Taxing Jurisdiction);

(ii)

to the extent such Taxes are imposed on, or measured by, net income of the Holder
(or beneficial owner);

(iii)

in the event that the Holder (or beneficial owner) fails to comply with any
certification, identification or other reporting requirement concerning nationality,
residence, identity or connection with the Taxing Jurisdiction if (1) compliance is
required by applicable law, regulation, administrative practice or treaty as a
precondition to exemption from all or part of the taxes, (2) if the certification,
identification or other reporting requirement does not concern nationality, residence
or identity with the Taxing Jurisdiction, the Holder (or beneficial owner) is able to
comply with these requirements without undue hardship and (3) BCP has given the
Holders (or beneficial owners) at least 30 calendar days prior notice that they will be
required to comply with such requirement;

(iv)

in the event that the Holder fails to surrender (where surrender is required) its Note
for payment within 30 days after BCP has made available a payment of principal or
A2-15

interest, provided that BCP will pay Additional Amounts to which a Holder would
have been entitled had the Note been surrendered on the last day of such 30-day
period;
(v)

to the extent that such Taxes are imposed by reason of an estate, inheritance, gift,
personal property, value added, use or sales tax or any similar taxes, assessments or
other governmental charges;

(vi)

where such withholding or deduction of Taxes is imposed on a payment to an

individual and is required to be made pursuant to any European Council Directive
2003/84/EC or any other directive on the taxation of savings implementing the
conclusions of the European Council of Economic and Finance Ministers (ECOFIN)
meeting of June 3, 2003 or any law implementing or complying with, or introduced in
order to conform to, such directive;

(vii)

by or on behalf of a Holder who has been able to avoid such withholding or deduction
of Taxes by presenting the relevant Note to another paying agent in a member state of
the European Union; or

(viii) any combination of items (i) to (vii) above.

(b) BCP will indemnify non-Peruvian Holders of the Notes from and against any
Peruvian value added tax they may incur in respect of payments under the Notes; such
indemnified amounts are herein referred to as VAT Additional Amounts.
(c) Any reference to payments on the Notes shall be deemed also to include any
Additional Amounts or VAT Additional Amounts. However, no Holder of the Notes shall be
entitled to receive any Additional Amounts or VAT Additional Amounts greater than the
amounts necessary in order that the net amounts receivable by such Holder after such
withholding or deduction equal the respective amounts which would have been receivable by
such Holder in the absence of such withholding or deduction, subject to the exceptions above.
11. Form; Transfer; Exchange
The Notes will initially be issued in the aggregate amount of U.S.$250,000,000.
The Notes will be issued in fully-registered certificated form without coupons and in minimum
denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. The
Registrar may require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.
The Registrar need not register the transfer of or exchange (i) any Notes selected for redemption
for a period beginning 15 days before the mailing of a notice of Notes to be redeemed and ending
on the date of such mailing or (ii) any Notes for a period beginning 15 days before an Interest
Payment Date and ending on such Interest Payment Date.
12. Persons Deemed Owners
The registered Holder of this Note may be treated as the owner of it for all
purposes.
A2-16

13. Unclaimed Money

The Trustee and the Paying Agent shall return to BCP upon written request any
U.S. Legal Tender or U.S. Government Obligations held by them for the payment of any amount
with respect to the Notes that remains unclaimed for two years, subject to applicable unclaimed
property law. After return to BCP, Holders entitled to the U.S. Legal Tender or U.S.
Government Obligations must look to BCP for payment as general creditors unless an applicable
abandoned property law designates another Person and the Trustee and the Paying Agent shall
have no further liability to the Holders with respect to such U.S. Legal Tender or U.S.
Government Obligations for that period commencing after the return thereof.
14. Amendment, Waiver
(a) BCP and the Trustee may amend, waive or supplement the Indenture or the
Notes without notice to or consent of any Holder:
(i)
to clarify or correct any inconsistency, defect, error or ambiguity in the
Indenture or the Notes;
(ii)
to make any change that does not adversely affect the rights of any Holder
in any material respect; and
(iii) to conform the text of the Indenture or the Notes to the extent that a
provision in the section Description of the Notes of the Offering Circular was intended
to be a verbatim recitation of a provision of the Indenture or the Notes.
(b) After an amendment under this Section 14 becomes effective, BCP shall mail
or deliver to Holders a notice briefly describing such amendment. The failure to give such notice
to all Holders, or any defect therein, shall not impair or affect the validity of an amendment
under this Section 14.
(c) BCP may only make the following amendments to the Notes if BCP obtains
the prior approval of each Holder of a Note affected by the amendment:
(i)
(ii)
the Notes;
(iii)

change the time for payment of interest on the Notes;

reduce the principal amount, the interest rate or the redemption price for
waive a redemption payment on any Note;

(iv)
change the currency of any payment on a Note other than as permitted by
the applicable Note;
(v)

change the place of payment on a Note;

(vi)
reduce the percentage in principal amount of the Notes, the approval of
whose Holders is needed to change the Indenture or the Notes;
A2-17

(vii) reduce the percentage in principal amount of the Notes, the consent of
whose Holders is needed to waive BCPs compliance with the Indenture or to waive
defaults; or
(viii) change the provisions of the Indenture dealing with modification and
waiver in any other respect, except to increase any required percentage referred to in the
Indenture or to add to the provisions that cannot be changed or waived without approval.
(d) An amendment, supplement or waiver under Section 14(c) may not make any
change that adversely affects the rights under Article X of the Indenture of any holder of Senior
Obligations then outstanding unless the holders of such Senior Obligations (or any representative
thereof authorized to give a consent) consent to such change.
(e) Any other change to either the Indenture or the Notes requires the approval by
the Holders of a majority in principal amount of the Notes. The required approval must be given
by written consent. The same majority approval is required in the event that BCP wishes to
obtain a waiver of any of BCPs covenants in the Indenture.
15. Defaults and Remedies
(a) Acceleration of the Notes will occur only upon the occurrence and
continuation of an Acceleration Event and the rate at which interest will accrue on the Notes (to
the extent the Notes have not been used to absorb losses) during the Intervention, Liquidation,
insolvency or similar process will be limited to the legal interest rate determined by the Central
Bank from time to time. Acceleration Event means that the SBS has entered a decree or order
for Intervention of BCP or for the appointment of a custodian, conservator, receiver, liquidator,
assignee, trustee, sequestrator or other similar official in any Liquidation, insolvency or similar
proceeding with respect to BCP or all or substantially all of its property, in each case pursuant to
the Peruvian Banking Law; and such decree or order has been communicated by the SBS to
BCP.
(b) BCP shall deliver to the Trustee upon becoming aware of any Acceleration
Event a written notice setting forth the nature of such Acceleration Event.
(c) There is no right of acceleration of the payment of principal and accrued
interest on the Notes except upon the occurrence of an Acceleration Event as described in
Section 15(a).
(d) If and only if an Acceleration Event occurs as described in Section 15(a) and
is continuing, the Notes shall become immediately due and payable, and the Trustee may give
BCP notice that the Notes are accordingly immediately due and payable at the Base Redemption
Amount.
(e) In the event that the Notes are accelerated, the Notes will remain junior in
right of payment to BCPs Senior Obligations, and unless all holders of BCPs Senior
Obligations have been paid in full, no payment or other distribution may be made in respect of
the Notes. If the Trustee or any Holders of the Notes receive any payment or distribution that is
prohibited under Article X of the Indenture, then the Trustee or the Holders will have to repay
A2-18

that money to, or hold that money in trust for the benefit of, holders of BCPs Senior
Obligations. BCP or Trustee upon the written request of BCP shall promptly notify holders of
BCPs Senior Obligations of the acceleration.
(f) Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives
indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in
principal amount of the Outstanding Notes may direct the Trustee in its exercise of any trust or
power. Subject to Sections 7.1 and 7.2 of the Indenture, however, the Trustee may refuse to
follow any direction that conflicts with law or the Indenture; provided, however, that the Trustee
may take any other action deemed proper by the Trustee that is not inconsistent with such
direction.
16. Trustee Dealings with BCP
Subject to certain limitations set forth in the Indenture, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with and collect obligations owed to it by BCP or its Affiliates and may
otherwise deal with BCP or its Affiliates with the same rights it would have if it were not
Trustee.
17. No Recourse Against Others
An incorporator, director, officer, employee, stockholder or controlling Person, as
such, of BCP shall not have any liability for any obligations of BCP under the Notes or the
Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Holder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Notes.
18. Authentication
This Note shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent acting on its behalf) manually signs the certificate of authentication on the
other side of this Note.
19. CUSIP or ISIN Numbers
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures BCP has caused CUSIP or ISIN numbers to be printed on the
Notes and has directed the Trustee to use CUSIP or ISIN numbers in notices of redemption as a
convenience to Holders. No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance may be placed only
on the other identification numbers placed thereon.
20. Governing Law

A2-19

This Note shall be governed by, and construed in accordance with, the law of the
State of New York.
21. Currency of Account; Conversion of Currency
U.S. Legal Tender is the sole currency of account and payment for all sums
payable by BCP under or in connection with the Notes or the Indenture, including damages.
BCP will indemnify the Holders as provided in the Indenture in respect of the conversion of
currency relating to the Notes and the Indenture.
22. Agent for Service; Submission to Jurisdiction; Waiver of Immunities
BCP has agreed that any suit, action or proceeding against it arising out of or
relating to the Indenture or the Notes, as the case may be, may be instituted in the Supreme Court
of New York, County of New York or the United States District Court for the Southern District
of New York. BCP has waived to the fullest extent permitted by applicable law, any objection
which it may now or hereafter have to the laying of venue of any such suit, action or proceeding,
and any claim that any suit, action or proceeding in such a court has been brought in an
inconvenient forum and has irrevocably submitted to the jurisdiction of such courts in any suit,
action or proceeding. BCP has agreed that final judgment in any such suit, action or proceeding
brought in such a court shall be conclusive and binding may be enforced in the courts of the
jurisdiction of which it is subject by a suit upon judgment, and that service of process upon its
authorized agent to the address specified herein shall constitute personal service of such process
on it in any such suit, action or proceeding. BCP has appointed National Registered Agents,
Inc., with offices currently at 875 Avenue of the Americas, New York, New York 10001 as its
authorized agent (the Authorized Agent) upon whom process may be served in any suit, action
or proceeding arising out of or based upon the Indenture or this Note that may be instituted in
any state or U.S. federal court in The City of New York and County of New York. Service of
process upon the Authorized Agent shall be deemed, in every respect, effective service of
process upon BCP. To the extent that BCP has or hereafter may acquire any immunity
(sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court
or from set-off or any legal process (whether service or notice, attachment in aid or otherwise)
with respect to itself or any of its property, BCP hereby irrevocably waives and agrees not to
plead or claim such immunity in respect of its obligations under the Indenture or this Note.

A2-20

To be attached to Regulation S Global Notes only:

SCHEDULE OF INCREASES OR DECREASES IN REGULATION S GLOBAL NOTE
The following increases or decreases in this Regulation S Global Note have been
made:

Date of
Transfer
or
Exchange

Amount of decrease
in Principal Amount
of this Global Note

Amount of increase
in Principal Amount
of this Global Note

A2-21

Principal Amount of
this Global Note
following such
decrease or increase

Signature of
authorized signatory
of Trustee or Note
Custodian

EXHIBIT B

FORM OF CERTIFICATE FOR TRANSFER

PURSUANT TO REGULATION S
The Bank of New York Mellon
101 Barclay Street, Floor 4 East
New York, New York, 10286
Attention: Corporate Trust Department
Re:

U.S.$250,000,000 9.75% Non-Cumulative Fixed/Floating Rate Step-Up

Junior Subordinated Notes Due 2069 (the Notes) of Banco de Crdito
del Per, acting through its Panamanian Branch (BCP)

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of November 6, 2009
(as amended and supplemented from time to time, the Indenture), between BCP and
The Bank of New York Mellon, as Trustee. Capitalized terms used but not defined
herein shall have the meanings given them in the Indenture and Regulation S, as
applicable.
In connection with our proposed sale of U.S.$________ aggregate
principal amount of the Notes, which represent an interest in a 144A Global Note
beneficially owned by the undersigned, we certify that such sale has been effected
pursuant to and in accordance with Regulation S under the Securities Act of 1933, as
amended (the Securities Act), and, accordingly, we represent that:
(a)

the offer of the Notes was not made to a person in the United States;

(b)
either (i) at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States or (ii) the transaction was executed in, on
or through the facilities of a designated off-shore securities market and neither we nor
any person acting on our behalf knows that the transaction has been pre-arranged with a
buyer in the United States;
(c)
no directed selling efforts have been made in the United States in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
applicable;
(d)
the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act; and
(e)
transferred.

we are the beneficial owner of the principal amount of Notes being

B-1

In addition, if the sale is made during a Distribution Compliance Period

and the provisions of Rule 904(b)(1) or Rule 904(b)(2) of Regulation S are applicable
thereto, we confirm that such sale has been made in accordance with the applicable
provisions of Rule 904(b)(1) or Rule 904(b)(2), as the case may be.
You and BCP are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the matters covered
hereby.
Very truly yours,
[Name of Transferor]
By:____________________________
_______________________________
Authorized Signature

B-2

EXHIBIT C
FORM OF CERTIFICATE FOR TRANSFER TO QIB
[Date]
The Bank of New York Mellon
101 Barclay Street, Floor 4 East
New York, New York, 10286
Attention: Corporate Trust Department
Re:

U.S.$250,000,000 9.75% Non-Cumulative Fixed/Floating Rate Step-Up

Junior Subordinated Notes Due 2069 (the Notes) of Banco de Crdito
del Per, acting through its Panamanian Branch (BCP)

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of November 6, 2009
(as amended and supplemented from time to time, the Indenture), between BCP and
The Bank of New York Mellon, as Trustee. Capitalized terms used but not defined
herein shall have the meanings given them in the Indenture.
This letter relates to U.S.$___________ aggregate principal amount of Notes [in
the case of a transfer of an interest in a Regulation S Global Note: which represents an interest
in a Regulation S Global Note beneficially owned by] the undersigned (the Transferor) to
effect the transfer of such Notes in exchange for an equivalent beneficial interest in the Rule
144A Global Note.
In connection with such request, and with respect to such Notes, the Transferor
does hereby certify that such Notes are being transferred in accordance with Rule 144A under
the Securities Act of 1933, as amended (Rule 144A), to a transferee that the Transferor
reasonably believes is purchasing the Notes for its own account or an account with respect to
which the transferee exercises sole investment discretion, and the transferee, as well as any such
account, is a qualified institutional buyer within the meaning of Rule 144A, in a transaction
meeting the requirements of Rule 144A and in accordance with applicable securities laws of any
state of the United States or any other jurisdiction.
You and BCP are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.
Very truly yours,
[Name of Transferor]
By:____________________________

C-1

_______________________________
Authorized Signature

C-2

EXHIBIT D
FORM OF CERTIFICATE FOR TRANSFER
PURSUANT TO RULE 144
[Date]
The Bank of New York Mellon
101 Barclay Street, Floor 4 East
New York, New York, 10286
Attention: Corporate Trust Department
Re:

U.S.$250,000,000 9.75% Non-Cumulative Fixed/Floating Rate Step-Up

Junior Subordinated Notes Due 2069 (the Notes) of Banco de Crdito
del Per, acting through its Panamanian Branch (BCP)

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of November 6, 2009
(as amended and supplemented from time to time, the Indenture), between BCP and
The Bank of New York Mellon, as Trustee. Capitalized terms used but not defined
herein shall have the meanings given them in the Indenture.
In connection with our proposed sale of U.S.$________ aggregate principal
amount of the Notes [in the case of a transfer of an interest in a 144A Global Note: , which
represent an interest in a 144A Global Note beneficially owned by] the undersigned
(Transferor), we confirm that such sale has been effected pursuant to and in accordance with
Rule 144 under the Securities Act.
You and BCP are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.
Very truly yours,
[Name of Transferor]
By:____________________________
_______________________________
Authorized Signature

D-1