http://www.oblible.

com

U.S.$1,154,923,000
LIMA METRO LINE 2 FINANCE LIMITED
5.875% Series 2015-1 Senior Secured Notes
The U.S.$1,154,923,000 of 5.875% Series 2015-1 Senior Secured Notes (the “Notes”) are being issued by Lima Metro Line 2
Finance Limited (the “Issuer”), an exempted company with limited liability incorporated in the Cayman Islands, as part of the financing for
the construction of Line 2 and the Faucett-Gambetta Branch of the Lima and Callao Metro (Línea 2 y Ramal Av. Faucett – Av. Gambetta de la
Red Básica del Metro de Lima y Callao) in the Peruvian provinces of Lima and Callao. The Project (as defined herein) is being developed by
Metro de Lima Línea 2 S.A. (the “Concessionaire”), a sociedad anónima organized under the laws of the Republic of Peru (“Peru”), pursuant
to a concession granted by Peru (in such capacity, the “Grantor”), acting through the Ministry of Transport and Communications (Ministerio
de Transportes y Comunicaciones) (the “MTC”), in favor of the Concessionaire pursuant to the concession agreement dated as of April 28,
2014 entered into between the Grantor and the Concessionaire, as amended (the “Concession Agreement”).
The Issuer will use the net proceeds from the issuance and sale of the Notes for the purchase of certain direct, unconditional and
irrevocable contractual payment rights payable by the Grantor, acting through the MTC, governed by Peruvian law, established pursuant to the
Concession Agreement and payable through the Project Trust (as defined herein), that are freely transferable and that vest upon the issuance by
the Supervising Entity of Investment in Public Transport Infrastructure Facilities (Organismo Supervisor de la Inversión en Infraestructura de
Transporte de Uso Público) (“OSITRAN”) of certain certificates as compensation to the Concessionaire for a portion of its investment in the
Project (“RPI-CAOs”). Each RPI-CAO Quarterly Series (as defined herein) related to the Purchased RPI-CAOs (as defined herein) will
entitle the holder to receive 60 consecutive equal quarterly payments in U.S. Dollars beginning on the earlier of (x) the commencement of
commercial operations of Phase 2 of the Project, or (y) September 28, 2019. Such RPI-CAOs will be purchased by the Issuer, as they become
available, from Lima Metro Line 2 Bond RPI-CAO Purchase LLC (the “RPI-CAO Purchaser”), a limited liability company organized under
the laws of the State of Delaware, which will have purchased such RPI-CAOs from the Concessionaire, as more fully described herein.
Pending the purchase of RPI-CAOs, the Issuer will invest substantially all of the net proceeds from the issuance and sale of the Notes in
Permitted Investments (as defined herein). During the Availability Period when RPI-CAOs are being purchased, the Issuer will pay interest on
the Notes with amounts available in the IDC Account (as defined herein). Thereafter, principal of and interest on the Notes will be paid with
the amounts received by the Issuer as holder of Purchased RPI-CAOs (as defined herein).
Interest on the Notes will be payable on each January 5, April 5, July 5 and October 5 (each, a “Quarterly Payment Date”),
commencing on July 5, 2015. Principal of the Notes will be payable on each Quarterly Payment Date, commencing on October 5, 2019, in the
amounts set forth herein, with a final maturity on July 5, 2034. The Notes will be secured by substantially all of the Issuer’s assets, including
without limitation, its rights to and interests in the Purchased RPI-CAOs, the Principal Finance Agreements and certain accounts of the Issuer,
as more fully described herein. The Notes will be subject to early redemption at par plus accrued interest under certain circumstances, as more
fully described herein. In order to effect this early redemption, the Concessionaire will agree to make certain payments to the Issuer upon the
occurrence of certain Commitment Termination Events (as defined herein).

Investing in the Notes involves a significant degree of risk. See “Risk Factors” beginning on page 19.

Price: 100.00% plus accrued interest, if any, from June 17, 2015

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The
Notes may only be offered or sold (1) within the United States, only to or for the account of persons that are “qualified institutional buyers” as
defined in Rule 144A (“Rule 144A”) under the Securities Act, and (2) outside the United States, to certain non-U.S. persons (as defined in
Regulation S under the Securities Act (“Regulation S”)) in reliance on Regulation S. In addition, the Notes are subject to restrictions on
transfer and resale and may not be transferred or resold except as permitted under the securities laws of the United States, Peru, the European
Economic Union, the United Kingdom, the Cayman Islands and other jurisdictions. See “Plan of Distribution” and “Transfer Restrictions.”
The Issuer is relying primarily on the exclusions and exemptions from the definition of “investment company” under the Investment
Company Act contained in Section 3(a)(1)(C) and Section 3(c)(5) thereunder. The Issuer is being structured so as not to constitute a “covered
fund” for purposes of the Volcker Rule (as defined herein) under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
“Dodd-Frank Act”).
There is currently no public market for the Notes. Application has been made to admit the Notes to listing on the Official List of the
Luxembourg Stock Exchange and to trade on the Euro MTF market of that exchange. Delivery of the Notes was made in book-entry form
through the facilities of The Depository Trust Company (“DTC”), for the accounts of its participants, including Euroclear Bank S.A./N.V., as
operator of the Euroclear System, and Clearstream Banking, société anonyme, on June 17, 2015.

Global Coordinators

CITIGROUP MORGAN STANLEY SANTANDER

Joint Bookrunners
BANCA IMI BBVA BofA MERRILL LYNCH
Credit Agricole Securities NATIXIS SOCIETE GENERALE
Co-Manager
SMBC NIKKO
The date of these Listing Particulars is June 25, 2015
http://www.oblible.com
TABLE OF CONTENTS

NOTICE TO PERUVIAN INVESTORS ............................................................................................................................ iv 

NOTICE TO NEW HAMPSHIRE RESIDENTS ................................................................................................................ iv 
AVAILABLE INFORMATION.......................................................................................................................................... iv 
ENFORCEMENT OF CIVIL LIABILITIES ....................................................................................................................... v 
PRESENTATION OF FINANCIAL AND OTHER INFORMATION............................................................................... vi 
FORWARD-LOOKING STATEMENTS .......................................................................................................................... vii 
SUMMARY.......................................................................................................................................................................... 1 
RISK FACTORS ................................................................................................................................................................ 19 
EXCHANGE RATES AND EXCHANGE CONTROLS .................................................................................................. 33 
USE OF PROCEEDS ......................................................................................................................................................... 34 
THE PROJECT AND FINANCING FOR THE PROJECT ............................................................................................... 35 
CERTAIN KEY TRANSACTION PARTIES .................................................................................................................... 40 
MANAGEMENT OF THE CONCESSIONAIRE.............................................................................................................. 44 
PERU .................................................................................................................................................................................. 48 
OVERVIEW OF THE PERUVIAN REGULATORY FRAMEWORK WITH RESPECT TO PUBLIC
INFRASTRUCTURE AND PUBLIC SERVICE CONCESSIONS ................................................................................... 49 
RPI-CAOs........................................................................................................................................................................... 52 
DESCRIPTION OF PRINCIPAL PROJECT DOCUMENTS ........................................................................................... 57 
RELATED PARTY TRANSACTIONS ............................................................................................................................. 71 
DESCRIPTION OF PRINCIPAL FINANCE AGREEMENTS ......................................................................................... 72 
DESCRIPTION OF THE NOTES ...................................................................................................................................... 97 
CLEARING AND SETTLEMENT .................................................................................................................................. 120 
TAXATION...................................................................................................................................................................... 124 
ERISA AND BENEFIT PLAN CONSIDERATIONS ..................................................................................................... 131 
PLAN OF DISTRIBUTION ............................................................................................................................................. 133 
TRANSFER RESTRICTIONS ......................................................................................................................................... 139 
LEGAL MATTERS.......................................................................................................................................................... 141 
LISTING AND GENERAL INFORMATION ................................................................................................................. 141 
ANNEX A GLOSSARY OF DEFINED TERMS ............................................................................................................ A-1 
ANNEX B CTE PROTECTION AGREEMENT SCENARIOS ...................................................................................... B-1 
ANNEX C CTE PROTECTION AMOUNT AND PROTECTION COLLATERAL REQUIRED AMOUNT .............. C-1 

756228-4-867-v1.21 - i- BR-6002-CM
 These Listing Particulars do not constitute an offer to sell or a solicitation of an offer to buy any Notes by any
person in any jurisdiction in which it is unlawful to make such offer or solicitation. The information contained in these
Listing Particulars is accurate only as of the date hereof (or such earlier date as may be specified in these Listing
Particulars). Neither the delivery of these Listing Particulars nor any sale made hereunder will, under any circumstances,
create any implication that there has been no change in the Project (as defined herein), RPI-CAOs, the affairs of the
Issuer or other entities referred to in these Listing Particulars since the date hereof or that the information contained
herein is correct as of any time subsequent to the date hereof.

No person has been authorized to give any information or make any representation not contained in these
Listing Particulars, and, if given or made, such information or representation must not be relied upon as having been
authorized by any of the Issuer, the Initial Purchasers, the Shareholders, the Concessionaire, or any of the other entities
referred to in these Listing Particulars. Any decision to purchase Notes in the offering must be based on the information
contained herein.

These Listing Particulars have been prepared by the Issuer solely for use in connection with the offering of the
Notes described herein and can be used only for the purposes for which it has been prepared. Except as otherwise
provided in this paragraph, the Issuer is responsible for the information contained in these Listing Particulars and hereby
declares that, to the best of its knowledge, such information is in accordance with the facts and does not omit anything
likely to affect the accuracy of these Listing Particulars. The Concessionaire is responsible solely with respect to the
information appearing under the heading “Management of the Concessionaire” and “Related Party Transactions” of these
Listing Particulars and information related to the Concessionaire, the Concession, the Concession Agreement and the
other Principal Project Documents included elsewhere in these Listing Particulars. None of the Indenture Trustee or any
of the other Agents makes any representations (express or implied) in connection with, and will have no responsibility
for, the contents of these Listing Particulars.

These Listing Particulars are personal to the person to whom they have been delivered and do not constitute an
offer to any other person or to the public in general to purchase or otherwise acquire the Notes. The distribution of these
Listing Particulars or any part of them and the offer and sale of the Notes in certain jurisdictions may be restricted by
law. Persons into whose possession these Listing Particulars come are required by the Issuer to inform themselves about
and to observe any such restrictions.

None of the Issuer, the Initial Purchasers, the Concessionaire or the Shareholders, nor any of their respective
representatives, are making any representations or warranties to any offeree or purchaser of the Notes regarding the
legality of any investment in the Notes. Each prospective purchaser should consult its own advisors as to legal, business,
financial, tax and other related aspects of an investment in the Notes. Each prospective purchaser of the Notes must
comply with all applicable laws and regulations of any jurisdiction in which it purchases, offers or sells the Notes or
possesses or distributes these Listing Particulars and must obtain all applicable consents, approvals or permissions. None
of the Issuer, the Initial Purchasers, the Concessionaire or the Shareholders, nor any of their respective representatives,
will have any responsibility for any of the foregoing legal requirements.

The information contained in these Listing Particulars has been provided by the Issuer and other sources
identified herein. No representation or warranty, express or implied, is made by the Initial Purchasers to purchasers of
the Notes as to the accuracy or completeness of such information and nothing contained herein is, or may be relied upon
as, a promise or representation by the Initial Purchasers or to past or future events or circumstances. The Luxembourg
Stock Exchange takes no responsibility for the contents of these Listing Particulars, makes no representations as to their
accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in
reliance upon the whole or any part of the contents of this offering circular. These Listing Particulars constitute a
prospectus for the purpose of the Luxembourg law dated July 10, 2005, as amended, on prospectuses for securities.

These Listing Particulars contain descriptions and summaries believed to be accurate as of the date hereof with
respect to certain documents, but reference is made to the actual documents (copies of which will be available free of
charge, at any time, at the offices of the Luxembourg Listing and Paying Agent and (i) prior to the Closing Date, upon
written request by any potential purchaser of any Notes to the Concessionaire, to the following email address:
inversores@metrolima2.com, and (ii) after the Closing Date, upon written request by any Holder to the Indenture
Trustee) for complete information. All such descriptions and summaries are qualified in their entirety by such reference.
See “Available Information”.

In making an investment decision, prospective purchasers of the Notes must rely on their own examination of
the Issuer, the parties described herein, the Project, the RPI-CAOs and the terms of the offering of the Notes, including
the merits and risks involved. Purchasers of the Notes should be aware that they may be required to bear the financial
risk of their investment for an indefinite period of time.

The Notes have not been and will not be registered under the Securities Act. The Notes may only be offered or
sold (1) within the United States, only to or for the account of persons that are “qualified institutional buyers” as defined

756228-4-867-v1.21 - ii- BR-6002-CM

in Rule 144A, and (2) to certain non-U.S. persons (as defined in Regulation S) in transactions outside the United States in
reliance on Regulation S.

The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission (the
“SEC”), any other federal or state securities commission in the United States or any other regulatory authority in the
United States, nor have any of the foregoing regulatory authorities passed upon or endorsed the merits of the offering of
the Notes or the accuracy or adequacy of these Listing Particulars. Any representation to the contrary is a criminal
offense in the United States.

The Issuer reserves the right to withdraw this offering of the Notes at any time, and the Issuer and the Initial
Purchasers reserve the right to reject any offer to purchase the Notes, in whole or in part, for any reason, and to allot to
any prospective purchaser less than the full amount of Notes sought by such prospective purchaser. The Initial Purchasers
and their respective affiliates may acquire Notes for their own account.

Each person purchasing the Notes acknowledges that:

(i) it has been afforded an opportunity to request from the Issuer, the Concessionaire and the Shareholders
and to review, and it has received, all reasonably requested additional information considered by it to
be reasonably necessary to verify the accuracy of the information in these Listing Particulars (subject to
confidentiality restrictions),

(ii) it has not relied on the Initial Purchasers, or any persons affiliated with the Initial Purchasers in
connection with its investigation of the accuracy of the information contained in these Listing
Particulars or its investment decision, and

(iii) except for information directly provided by the Issuer, the Concessionaire or the Shareholders pursuant
to (i) above, no person has been authorized to give any information or to make any representation
concerning the Issuer, the Concessionaire, the Shareholders, the Project, the RPI-CAOs, or the Notes,
other than as contained in these Listing Particulars, and, if given or made, such other information or
representation should not be relied upon as having been authorized by the Issuer, the Initial Purchasers,
or the other entities referred to in these Listing Particulars.

756228-4-867-v1.21 - iii- BR-6002-CM

 NOTICE TO PERUVIAN INVESTORS

The Notes will not be subject to a public offering in Peru. The Notes and the information contained in these
Listing Particulars have not been and will not be registered with or approved by the Peruvian Superintendency of
Securities Markets (Superintendencia del Mercado de Valores or “SMV”) or the Lima Stock Exchange. Accordingly, the
Notes cannot be offered or sold in Peru, except if (i) such Notes were previously registered with the SMV, or (ii) such
offering is considered a private offering under the securities laws and regulations of Peru. The Peruvian securities laws
establish, among other things, that an offer directed exclusively at Peruvian institutional investors qualifies as a private
offering. In making an investment decision, institutional investors (as defined by Peruvian law) must rely on their own
examination of the terms of the offering of the Notes to determine their ability to invest in the Notes.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE

HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE
STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A
PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION
OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY
OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED
OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

AVAILABLE INFORMATION

Copies of the Concession Agreement, the CTE Protection Agreement, the EPC Contract, the Indenture, the
Issuer Purchase Agreement, the Peruvian Trustee Side Letter, the Project Trust Agreement, the RPI-CAO Purchase
Agreement, the RPI-CAO Side Letter, the Security Documents, the Share Transfer Restrictions Agreement, the Sub-
Collateral Agency Agreement and the Technical Assistance Agreement will be available, free of charge, at any time, at
the offices of the Luxembourg Listing and Paying Agent and (i) prior to the Closing Date, upon written request to the
Concessionaire (to the following email address: inversores@metrolima2.com) by any potential purchaser of any Notes,
and (ii) after the Closing Date, upon written request to the Indenture Trustee by any Holder.

Peru has, from time to time, made public offerings of its securities in the United States and filed registration
statements under Schedule B of the Securities Act with the SEC. Reports and other information filed by Peru with the
SEC can be inspected, without charge, and copied at public reference facilities maintained by the SEC at 100 F Street,
N.E., Room 1580, Washington, D.C. 20549. The public may obtain information on the operations of the public reference
room by calling the SEC at 1-800-SEC-0330. Copies of such materials can be obtained from the public reference section
of the SEC at prescribed rates and from the SEC’s website at http://www.sec.gov. Information provided to or filed with
the SEC by Peru pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) can be located by reference to Peru’s CIK 0000077694.

The MTC is required by Peruvian law to make available certain financial and other information on its website
(www.mtc.gob.pe) and/or through a request for information submitted to the MTC, including copies of the Concession
Agreement and the Project Trust Agreement. Although this information regarding the MTC will be disclosed to the
public, certain information may be considered “reserved” by the MTC in accordance with applicable law and thus may
not be publicly available.

The Issuer has derived all disclosures contained in these Listing Particulars regarding Peru from publicly
available documents. None of the Issuer, the Concessionaire, the Shareholders, the RPI-CAO Purchaser or the Initial
Purchasers has participated in the preparation of such publicly available documents or made a due diligence inquiry with
respect to Peru in connection with the offering of the Notes. None of the Issuer, the Concessionaire, the Shareholders, the
RPI-CAO Purchaser or the Initial Purchasers makes any representation that such publicly available documents or any
other publicly available information regarding Peru is accurate or complete. Furthermore, the Issuer cannot give any
assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or
completeness of the publicly available documents described in the preceding paragraph) that would affect the
creditworthiness of Peru have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or

756228-4-867-v1.21 - iv- BR-6002-CM

failure to disclose material future events concerning Peru could affect its creditworthiness and therefore the trading prices
of the Notes and the value of the Purchased RPI-CAOs.

Any publicly available information regarding Peru and the MTC that is not included in these Listing Particulars
is not deemed part of or incorporated by reference into these Listing Particulars.

In addition, information regarding Peru may be obtained from other sources including, but not limited to, press
releases, newspaper articles and other publicly disseminated documents. There can be no assurance that any publicly
available information with respect to Peru will be up to date or otherwise accurate in all respects material to an
investment of the Notes.

Neither the Issuer, the Concessionaire, nor the RPI-CAO Purchaser is required to file, nor is expected to be
required to file, reports with the SEC or to deliver an annual report to the Holders pursuant to the Exchange Act, in
connection with this offering. The Issuer will provide, without charge, upon the written request of a Holder or a
prospective purchaser, a copy of such information as is required by Rule 144A(d)(4) under the Securities Act to enable
resales of the Notes pursuant to Rule 144A unless, at the time of the request, the Issuer is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act. Written requests for such information should be addressed to
the Issuer at its current registered office located at the offices of MaplesFS Limited, P.O. Box 1093, Queensgate House,
George Town, Grand Cayman, KY1-1102, Cayman Islands.

ENFORCEMENT OF CIVIL LIABILITIES

The Issuer is an exempted company with limited liability incorporated in the Cayman Islands. The
Concessionaire is a corporation, or sociedad anónima, organized under the laws of Peru. Iridium Concesiones de
Infraestructuras, S.A. is a corporation, or sociedad anónima, organized under the laws of the Kingdom of Spain
(“Iridium”). Vialia Sociedad Gestora de Concesiones de Infraestructuras, S.L.U. is a sole member limited liability
company, or sociedad limitada unipersonal, organized under the laws of the Kingdom of Spain (“Vialia”). Salini
Impregilo S.p.A. is a company limited by shares, or società per azioni, organized under the laws of Italy (“Salini
Impregilo”). Ansaldo STS S.p.A. is a company limited by shares, or società per azioni, organized under the laws of Italy
(“Ansaldo STS”). AnsaldoBreda S.p.A. is a company limited by shares, or società per azioni, organized under the laws
of Italy (“AnsaldoBreda”). COSAPI S.A. is a corporation, or sociedad anónima, organized under the laws of Peru
(“COSAPI”). The MTC is an entity of the Government of Peru.

The Issuer, the Concessionaire and the Shareholders, and their directors and officers, reside outside the United
States (principally in Peru, the Kingdom of Spain, Italy and the Cayman Islands). All or a substantial portion of the assets
of these persons and entities are or may be located outside the United States. As a result, it may not be possible for the
Indenture Trustee or investors in the Notes to effect service of process within the United States upon such persons or
such entities or to enforce against them in U.S. courts judgments predicated upon the civil liability provisions of the laws
of jurisdictions other than the jurisdictions in which such persons or entities are located, including any judgments
predicated upon the civil liability provisions of the federal securities laws of the United States or any State thereof.

The Concessionaire and COSAPI have been advised by their Peruvian counsel, Garrigues, that no treaty exists
between the United States and Peru for the reciprocal enforcement of foreign judgments. Peruvian courts, however, may
enforce (a) arbitration awards rendered in the United States by virtue of the Convention on the Recognition and
Enforcement of Foreign Arbitral Awards of New York, June 10, 1958 (the “New York Convention”), and (b) judgments
rendered in the United States by virtue of the legal principles of reciprocity and comity. Such U.S. judgments are subject
to Peruvian judicial review in order to ascertain whether certain basic principles of due process and public policy have
been respected and will be enforced; provided that all the requirements under Article 2104 of the Peruvian Civil Code for
the recognition and execution of foreign judgments are fulfilled.

Iridium and Vialia have been advised by their Spanish counsel, DLA Piper Spain, S.L.U., that no treaty exists
between the United States and the Kingdom of Spain for the reciprocal enforcement of foreign arbitral awards or
judgments. Spanish courts, however, may recognize and enforce (a) arbitral awards rendered in the United States by
virtue of the New York Convention, and (b) judgments rendered in the United States, in both cases, by virtue of the legal
principles of reciprocity and comity. Such U.S. arbitral awards or judgments are subject to Spanish judicial review
(without any retrial or re-examination of the merits of the original action) exclusively in order to ascertain whether
certain basic principles of due process and public policy have been respected and will be recognized and enforced;
provided that all the requirements under articles 951 to 958 of the Spanish Civil Procedural Act of 1881 (Ley de
Enjuiciamiento Civil) as interpreted by the Spanish Supreme Court (Tribunal Supremo) for the recognition and execution
of foreign arbitral awards/judgments are fulfilled.

Salini Impregilo, Ansaldo STS and AnsaldoBreda have been advised by their Italian counsel, DLA Piper Studio
Legale Tributario Associato, that no treaty exists between the United States and Italy for the reciprocal enforcement of
foreign civil and/or commercial judgments. Italian courts, however, may enforce civil and/or commercial (a) arbitration
awards rendered in the United States by virtue of the New York Convention, and (b) judgments rendered in the United

756228-4-867-v1.21 - v- BR-6002-CM
States pursuant to the Italian provisions of private international law (Law 218/1995). Such U.S. judgments would thus be
subject to Italian judicial review in order to ascertain whether certain basic principles of due process and public policy
have been respected and will be enforced; provided that such review of the requirements for the recognition and
execution of foreign judgments is successful.

The Issuer has been advised by its Cayman Islands counsel, Maples & Calder, that the courts of the Cayman
Islands (“Cayman Islands Courts”) are unlikely (i) to recognize or enforce against the Issuer judgments of courts of the
United States predicated upon the civil liability provisions of the securities laws of the United States or any State, and (ii)
in original actions brought in the Cayman Islands, to impose liabilities against the Issuer predicated upon the civil
liability provisions of the securities laws of the United States or any State, so far as the liabilities imposed by those
provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands
of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money
judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment
of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has
been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such
judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty,
inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or
obtained in a manner, and or be of a kind the enforcement of which is contrary to natural justice or the public policy of
the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A
Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. There
is recent Privy Council authority (which is binding on the Cayman Islands Court) in the context of a reorganisation plan
approved by the New York Bankruptcy Court which suggests that due to the universal nature of bankruptcy/insolvency
proceedings, foreign money judgments obtained in foreign bankruptcy/insolvency proceedings may be enforced without
applying the principles outlined above. However, a more recent English Supreme Court (which is highly persuasive but
not binding on the Cayman Islands Court) has expressly rejected that approach in the context of a default judgment
obtained in an adversary proceeding brought in the New York Bankruptcy Court by the receivers of the bankruptcy
debtor against a third party, and which would not have been enforceable upon the application of the traditional common
law principles summarized above and held that foreign money judgments obtained in bankruptcy/insolvency proceedings
should be enforced by applying the principles set out above, and not by the simple exercise of the Courts’ discretion.
Those cases have now been considered by the Cayman Islands Court. The Cayman Islands Court was not asked to
consider the specific question of whether a judgment of a bankruptcy court in an adversary proceeding would be
enforceable in the Cayman Islands, but it did endorse the need for active assistance of overseas bankruptcy proceedings.
Maples & Calder understands that the Cayman Islands Court’s decision in that case has been appealed and it remains the
case that the law regarding the enforcement of bankruptcy/insolvency related judgments is still in a state of uncertainty.

The Issuer, the Concessionaire, the RPI-CAO Purchaser, the Sub-Collateral Agent and the Shareholders will
each appoint National Corporate Research, Ltd. as their authorized agent upon whom process may be served in any
action arising out of, or in connection with, the Principal Finance Agreements governed by New York Law. With respect
to such actions, the Issuer, the Concessionaire, the RPI-CAO Purchaser, the Sub-Collateral Agent and the Shareholders
have each submitted to the jurisdiction of the federal courts and state of New York courts, both located in New York
County, New York, New York.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Unless otherwise specified, references herein to “U.S. Dollars,” “Dollars,” “U.S.$” or “$” are to United States
dollars, the legal and official currency of the United States; references to “Peruvian Nuevo(s) Sol(es)” or “S/.” are to
Peruvian nuevos soles, the legal and official currency of Peru; references to the “Euro(s)” or “€” are to euros, the legal
and official currency of the euro area.

These Listing Particulars contain translations of certain currency amounts into U.S. Dollars at specified rates
solely for the convenience of readers. These translations should not be construed as representations that the currency
amounts actually represent such U.S. Dollar amounts, were converted to U.S. Dollars at the rate indicated or could be
converted into U.S. Dollars at the rate indicated. Unless otherwise indicated, translations of currency amounts into U.S.
Dollars in these Listing Particulars have been made at the period-end rates of each corresponding period. See “Exchange
Rates and Exchange Controls.”

Financial Statements of the Issuer, the RPI-CAO Purchaser and the Concessionaire

The Issuer was incorporated on July 1, 2014 and has no operating history. The Issuer has an authorized share
capital of U.S.$250.0 divided into 250 shares of a par value of U.S.$1.00 each and an issued share capital of 250 fully
subscribed and paid up ordinary shares, par value U.S.$1.0 per share. As of the date of these Listing Particulars, its only
material liabilities are the Notes. The Issuer is not required to prepare or publish financial statements under the laws of
the Cayman Islands and the Issuer does not publish financial statements.

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 The RPI-CAO Purchaser was formed on January 5, 2015 and has no operating history. The RPI-CAO Purchaser
is not required to prepare or publish financial statements under the laws of the State of Delaware and the RPI-CAO
Purchaser does not publish financial statements.

The Concessionaire was incorporated on April 15, 2014 for the sole purpose of serving as concessionaire for the
Concession. According to Peruvian law, the Concessionaire must prepare annual financial statements in Spanish and in
accordance with Peruvian GAAP.

These Listing Particulars contain no financial data regarding the Issuer, the RPI-CAO Purchaser, the
Concessionaire or any of the Shareholders.

Market Data and Other Information

The statistical data and information contained in these Listing Particulars has been obtained from government
bodies and from general publications. Although the Issuer believes that these sources of information are reliable and
have been prepared on a reasonable basis, reflecting best estimates and judgments, neither the Issuer nor the Initial
Purchasers have performed any independent verification with respect to such statistical data and information and,
therefore, make no representation as to the accuracy or completeness of such statistical data and information.

Rounding

Some figures included in these Listing Particulars may not represent exact amounts because they were rounded
up or down for ease of presentation. Accordingly, the total results shown in tables included elsewhere in these Listing
Particulars may not correspond to the exact arithmetic sum of the figures that precede them.

Defined Terms

Capitalized terms used but not defined in these Listing Particulars have the meanings specified in Annex A
hereto.

FORWARD-LOOKING STATEMENTS

These Listing Particulars include “forward-looking statements” within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act, including, but not limited to, all statements regarding the Issuer’s,
the Concessionaire’s, the Shareholders’ and the RPI-CAO Purchaser’s future financial position, operations, strategy,
plans, objectives, goals and targets and current beliefs, expectations and projections about present and future events and
financial trends affecting their business and financing plans. Although the Issuer, the Concessionaire, the Shareholders
and the RPI-CAO Purchaser believe that the expectations reflected in such forward-looking statements are reasonable
and based on information currently available to them, no such person can give any assurance that such expectations will
prove to have been correct. These expectations and projections are subject to significant known and unknown risks,
uncertainties and other factors, some of which are beyond the control of the parties stated herein and which may cause
the actual results, performance or achievements, or industry results, to be materially different from any expected or
projected results, performance or achievements expressed or implied by such forward-looking statements. Important
factors that could cause actual results to differ materially from such expectations are disclosed in these Listing
Particulars, including, without limitation, those listed under “Risk Factors.” All forward-looking statements attributable
to the Issuer, the Concessionaire, the Shareholders or the RPI-CAO Purchaser, or any of their affiliates or persons acting
on their or any of their affiliates’ behalf, are expressly qualified in their entirety by the cautionary statements contained in
this paragraph. Because of these uncertainties, investors should not rely on these forward-looking statements when
making an investment decision. Additionally, investors should not interpret statements regarding past trends or activities
as assurances that those trends or activities will continue in the future. None of the Issuer, the Concessionaire, the
Shareholders or the RPI-CAO Purchaser undertakes to update any of the information contained herein to account for any
future results that may have an effect on any forward-looking statements.

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 SUMMARY

The following summarizes certain relevant information included elsewhere in these Listing Particulars and
should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere
in these Listing Particulars. Investing in the Notes involves a significant degree of risk. See “Risk Factors.”

THE PROJECT

The Project consists of the design, financing, construction, supply of electromechanical equipment, systems and
rolling stock, operation and maintenance of two underground railway lines: (i) a line running from east to west, from the
district of Ate Vitarte in Lima to the district of Callao Cercado in the province of Callao (“Line 2”), and (ii) a second line
running from north to south, from Avenida Gambetta in the province of Callao to the district of Carmen de la Legua in
the same province, which is part of Line 4 of the Lima and Callao Metro Network but will be executed as part of the
Project (the “Faucett-Gambetta Branch”, and jointly with Line 2, “Line 2 and the Faucett-Gambetta Branch of the
Lima and Callao Metro” or “Line 2 and the Faucett-Gambetta Branch”).

Located in Lima and Callao in Peru, Line 2 (L2 in the map below) and the Faucett-Gambetta Branch (shown as
part of L4 in the map below) will form part of the planned multi-line Lima and Callao metro network (the “Lima and
Callao Metro Network”), which contemplates six interconnecting metro lines as shown in the map below, of which
Line 1 (L1 in the map below) has already been constructed and began initial operations in January 2012, becoming fully
operational in July 2014. According to ProInversión, Lines 3, 5 and 6 (L3, L5 and L6 in the map below) and the
remainder of Line 4 (L4 in the map below) will be tendered pursuant to future public bid processes.

The map below shows the planned Lima and Callao Metro Network on a fully operational basis:

Source: MTC

The Project will involve (i) the construction of 35 subway stations and approximately 35 kilometers of tunnels,
as well as courtyards and auxiliary installations (the “Construction Works”) and (ii) the supply of (x) electromechanical
equipment (“Electromechanical Equipping”), (y) the railway turnkey systems necessary to operate the Project
(“Systems Equipping” and, together with the Construction Works and the Electromechanical Equipping, the “Works”)
and (y) all rolling stock required for the Project (the “Rolling Stock Supply”). The EPC Contractor consortium formed
by COSAPI, Ansaldo STS, AnsaldoBreda, Salini Impregilo, Dragados S.A. and FCC Construcción S.A., together as
contractors (the “EPC Contractor”) has agreed to perform all such construction and supply for the Concessionaire
pursuant to the EPC Contract.

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 The map below shows the route and the stations that will comprise Line 2 and the Faucett-Gambetta Branch:

Source: ProInversión

As of the date of these Listing Particulars, construction of the segment of track from the Mercado de Santa Anita
Station to the Evitamiento Station has begun and the demolition of existing structures in the Patio Taller de Santa Anita
has been completed. Construction in all other parts of the Project is pending delivery by the Grantor of the Concession
Areas where the Project will be built, because certain land forming part of the Concession Areas has not been delivered
by the Grantor within the timeframe required under the Concession Agreement, together with satisfaction of certain other
requirements set forth in the Concession Agreement. For additional information on the Project and on the risk of delays
by the Grantor in delivering the land that forms part of the Concession Areas, see “The Project and Financing for the
Project—The Project”, “Description of Principal Project Documents—The Concession Agreement” and “Risk Factors—
The Concessionaire is exposed to construction risks, which could cause delays in the construction of the Project and the
generation of the RPI-CAOs”, respectively.

Additionally, certain Rolling Stock Supply Advances have been completed and certain Construction Works
have been executed in connection with the Project. As a result, as of the date of these Listing Particulars, the Grantor has
paid the Concessionaire (i) U.S.$155.8 million in Rolling Stock Supply Payments, as compensation for the first 30% of
the Project’s Rolling Stock Supply Milestone, and (ii) U.S.$42.9 million in Construction Payments, as aggregate
compensation for initial Construction Work mobilizations, completion of engineering work related to certain Systems
Equipping and for obtaining certain insurance policies required by the Concession Agreement.

KEY INVESTMENT HIGHLIGHTS

The following are key investments highlights related to the Project:

 Peru, as Grantor, is the direct payment obligor of the RPI-CAOs and RPI-CAO payments related to vested
RPI-CAOs. Once vested, RPI-CAOs are (i) direct, unconditional and irrevocable payment obligations of the
Grantor, payable through the Project Trust, freely transferable, not subject to completion or operation of the
Project, and (ii) not subject to any set-off, defense or counterclaim. The amortization profile of the Notes is
intended to mirror payments from the Purchased RPI-CAOs.

 The Grantor’s obligation to make RPI-CAO payments is not conditional upon construction completion,
performance, operation, passenger demand or collection of Tariffs related to the Project. Pursuant to the
Concession Agreement, the Grantor is obligated to ensure that RPI-CAO payments will be made when due
and to transfer to the RPI Account all necessary amounts to fully pay the RPI-CAOs through the Project
Trust. RPI-CAOs are therefore not conditional on construction completion, performance, operation,
passenger demand or collection of Tariffs related to the Project. In addition, the Project Trust Agreement

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 provides for a Tariff collection monitoring mechanism that is intended to anticipate potential cash shortfalls
from Tariff collections in the Project Trust Accounts in connection with scheduled RPI-CAO payments.
Any anticipated cash shortfall will trigger the Grantor’s obligation to perform all budgetary actions
necessary to comply with its obligations to cover any potential RPI-CAO payment shortfalls.

 Peru’s macroeconomic performance has been generally stable. Peru has had a general decline in the public
debt ratio from 20.4% of GDP in 2012 to 19.6% of GDP in 2013 and 20.1% of GDP in 2014. This has
generated substantial liquid assets, driving the sovereign’s public debt net of liquid assets to below 4% of
GDP in 2014.

 The Project is the largest in a series of infrastructure projects awarded by Peru with compensation
mechanisms through RPI-CAOs or similar payment rights. Since 2006, Peru has awarded a series of
infrastructure concessions to private-sector participants that are based on compensation mechanisms that are
RPI-CAOs or similar payment rights where the ultimate payment obligor is Peru. Various types of
infrastructure projects in Peru have been financed, and are continuing to be financed, using these types of
payment regimes, including toll roads, water derivation systems, wastewater treatment plants, water
irrigation facilities and airports. The Project is the largest concession project to date that contemplates such
a payment regime. As of the date of these Listing Particulars, the governmental payments due and payable
in all infrastructure projects that employ these types of compensation regimes have been made on a timely
basis.

 Strong national commitment for the Project. The Government of Peru is strongly supporting the Project,
which is evidenced by its obligation under the Concession Agreement to make cash payments in the form of
PPO and PPMR payments in the amount of U.S.$3.1 billion and U.S.$612.9 million, respectively, which in
the aggregate represent approximately 70% of the Project's total costs.

 The Project is being supported by multilateral entities such as the Inter-American Development Bank
(“IDB”) and the Andean Development Corporation (“CAF”). Both the IDB and CAF are supporting the
Project, which demonstrates its importance for Peru and Latin America. The IDB reported that it has
approved a U.S.$300.0 million credit facility to Peru to finance the Project and has also provided technical
cooperation to the MTC in connection with the Project. CAF is also supporting the Project, as it reported
the approval of a U.S.$150.0 million loan to Peru to finance payments to be made by the Grantor under the
Concession Agreement. In addition, the IDB reported that it has approved a financing arrangement with the
Concessionaire of up to U.S.$450.0 million (which is currently being negotiated) to finance a portion of
construction of the Project.

 The Project is one of the most important projects for the development of Peru’s infrastructure and is
expected to have significant economic benefits. According to the MTC’s Multiannual Strategic Plan for
2012 to 2016 (Plan Estratégico Sectorial Multianual, 2012-2016), Peru has an estimated infrastructure
deficit of approximately U.S.$37.8 billion, 37% of which is concentrated in the transportation sector. In
order to develop the country’s transportation infrastructure, the MTC has recently awarded or is in the
process of awarding several large-scale projects to the private sector, including the Longitudinal de la Sierra
toll road, the Chinchero airport in Cusco and the Red Dorsal Nacional de Fibra Óptica fiber optic
telecommunications network. Line 2 and the Faucett-Gambetta Branch, jointly with the rest of the planned
lines of the Lima and Callao Metro Network, constitutes one of the MTC’s most important infrastructure
projects in Peru. Once completed, Line 2 and the Faucett-Gambetta Branch will be Peru’s first underground
subway, as well as its largest transportation project to date. According to ProInversión, once the Project is
completed it is expected to generate multiple benefits, such as reducing travel time between the district of
Ate and the province of Callao by 75 minutes (from approximately 2 hours to 45 minutes) and expanding
the economic activity in the areas surrounding the subway stations. In addition, the Project’s construction
and operation stages are expected to generate employment and increase the value of real estate properties
located adjacent to Line 2 and the Faucett-Gambetta Branch.

 The Shareholders and EPC Contractor have significant experience in similar projects. The bidding
consortium that was awarded the Project, and which thereafter established the Concessionaire and the EPC
Contractor (directly or through their affiliates), is composed of a group of multinational companies that
collectively have significant experience in other projects similar to the Project in Latin America and
elsewhere. In addition, certain of the Shareholders already have experience in the construction of
infrastructure projects in Peru, either directly or through their affiliates.

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CERTAIN KEY TRANSACTION PARTIES

Issuer

Lima Metro Line 2 Finance Limited, an exempted company with limited liability incorporated in the Cayman
Islands, is the Issuer of the Notes. The Issuer was incorporated on July 1, 2014, under the Companies Law (2013
Revision) of the Cayman Islands, for the sole purpose, inter alia, of issuing the Notes for the purchase of Eligible RPI-
CAOs from the RPI-CAO Purchaser, which in turn will purchase such Eligible RPI-CAOs from the Concessionaire, as
described herein.

The Issuer will be administered by MaplesFS Limited, as administrator, under an administration agreement to be
dated on or about the Closing Date. See “Certain Key Transaction Parties—The Issuer.”

RPI-CAO Purchaser

Lima Metro Line 2 Bond RPI-CAO Purchase LLC, a limited liability company organized under the laws of the
State of Delaware, is the RPI-CAO Purchaser. The RPI-CAO Purchaser was formed on January 5, 2015, for the sole
purpose of purchasing Eligible RPI-CAOs from the Concessionaire and selling them to the Issuer, and is 100% owned by
MKM XIV Corp. Pursuant to the RPI-CAO Purchase Agreement, the RPI-CAO Purchaser will agree to purchase Eligible
RPI-CAOs from the Concessionaire. Pursuant to the Issuer Purchase Agreement, the RPI-CAO Purchaser will be
required to sell such Eligible RPI-CAOs to the Issuer.

The RPI-CAO Purchaser will be administered by Puglisi & Associates, as administrator, under an
administration agreement to be dated on or about the Closing Date. See “Certain Key Transaction Parties—The RPI-
CAO Purchaser.”

Concessionaire and CTE Protection Provider

Metro de Lima Línea 2 S.A., a sociedad anónima organized under the laws of Peru, is the Concessionaire and
the CTE Protection Provider. It was incorporated by public deed dated April 15, 2014, for the sole purpose of acting as
the concessionaire of the Project. The Concessionaire is directly owned by Iridium (25.00%), Vialia (18.25%), Salini
Impregilo (18.25%), Ansaldo STS (16.90%), AnsaldoBreda (11.60%) and COSAPI (10.00%) (together, the
“Shareholders”). The Concessionaire will sell RPI-CAOs to the RPI-CAO Purchaser in accordance with the terms of
the RPI-CAO Purchase Agreement. See “Description of Principal Finance Agreements—RPI-CAO Purchase
Agreement.”

Shareholders

Set forth below is a brief description of each of the Shareholders and its role in the Project. Certain Shareholders
and/or their affiliates are also members of the consortium that is the EPC Contractor under the EPC Contract, as
described below. See “Certain Key Transaction Parties—The Shareholders.”

Iridium

Iridium is currently a member of Spain’s ACS Group, currently one of the world’s leading construction and
service companies in several sectors, including infrastructure and energy. It is in charge of the development, finance,
investment, management, operation, administration, maintenance, conservation, restoration and equipping of a variety of
government concessions of the ACS Group related to transportation and public works infrastructure, managing numerous
concession companies throughout the world. Iridium’s affiliate, Dragados S.A., is part of the EPC Contractor consortium
that has entered into the EPC Contract with the Concessionaire for the construction and development of the Project.

Vialia

Vialia is currently a member of Spain’s FCC Group, which is one of Europe’s leading citizen services groups,
operating in sectors such as environmental services, water and infrastructure. Vialia is currently a holding company for
infrastructure concessions, being involved in the development, design, construction, management, operation,
conservation and maintenance of a variety of social and transportation infrastructure. Vialia’s current shareholder, FCC
Construcción S.A., is part of the EPC Contractor consortium that has entered into the EPC Contract with the
Concessionaire for the construction and development of the Project.

Salini Impregilo

Salini Impregilo is an Italian company that specializes in the construction of major projects in over 50 countries,
including dams and hydroelectric plants, hydraulic works, railways and subway systems, airports, motorways, and civil

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and industrial buildings. Salini Impregilo is part of the EPC Contractor consortium that has entered into the EPC Contract
with the Concessionaire for the construction and development of the Project.

Ansaldo STS

Ansaldo STS specializes in the railway field, where it is a leader in the supply of complete turnkey systems. It
designs and operates its own signaling systems and components for railway and underground traffic management and
control, and also performs operation and maintenance services in railway networks and subway lines throughout the
world. Ansaldo STS is part of the EPC Contractor consortium that has entered into the EPC Contract with the
Concessionaire for the construction and development of the Project.

AnsaldoBreda

AnsaldoBreda is one of the world’s leading suppliers of passenger trains for intercity, regional/commuter, and
transit/metro systems. AnsaldoBreda is part of the EPC Contractor consortium that has entered into the EPC Contract
with the Concessionaire for the construction and development of the Project.

COSAPI

COSAPI is one of Peru’s most experienced construction and engineering firms, focused on providing
specialized engineering and construction services and developing infrastructure concessions and real estate projects.
COSAPI is part of the EPC Contractor consortium that has entered into the EPC Contract with the Concessionaire for the
construction and development of the Project.

Grantor

Peru, acting through the MTC, is the Grantor pursuant to the Concession Agreement and the payor of the RPI-
CAOs, which will be paid through the Project Trust. Peru is not a guarantor of the payment of the Notes. See “Available
Information” and “Peru.”

MTC

The MTC was created in 1969 as the Peruvian governmental entity responsible for transportation and
communications infrastructure projects, among other matters.

The MTC represents Peru as Grantor of the Concession. See “Overview of the Peruvian Regulatory Framework
with respect to Public Infrastructure and Public Service Concessions—Role of MTC.”

OSITRAN

OSITRAN was created in 1998, by Law 26917, for the supervision and regulation of private investment in
transportation infrastructure in Peru and supervision of the conditions under which such infrastructure is developed in
favor of users, private investors and Peru. Consequently, OSITRAN is the regulatory authority which supervises the
transportation infrastructure sector in Peru, including railway and other transportation services to be provided as part of
the Lima and Callao Metro Network.

OSITRAN acts as the Regulator under the Concession Agreement and, in such capacity, is responsible for
supervising and certifying Work Advances and Rolling Stock Supply Advances, and issuing Works Progress Certificates,
Rolling Stock Supply Certificates and Adjustment and Liquidation Certificates, if applicable. See “Overview of the
Peruvian Regulatory Framework with Respect to Public Infrastructure and Public Service Concessions—Role of
OSITRAN.”

FINANCING STRUCTURE FOR THE PROJECT

Construction and development of the Project is expected to cost approximately U.S.$5.4 billion, not including
inflationary adjustments, Additional Works or Additional Rolling Stock Supply. The Notes offered hereby represent one
of the sources of financing that the Concessionaire will require to be able to complete the construction and development
of the Project. Net proceeds from the sale of Eligible RPI-CAOs by the Concessionaire to the RPI-CAO Purchaser
(which will be paid for from the proceeds of the Notes) total approximately U.S.$853.2 million. In addition, the
Concessionaire expects to obtain financing from further RPI-CAO purchase facilities that will provide net proceeds from
the sale of RPI-CAOs that are not monetized with the proceeds of the Notes in an aggregate approximate amount of
U.S.$701.1 million.

In addition, the Concessionaire will receive cash payments from the Grantor in the form of PPO and PPMR
payments during construction in consideration for certain Works and Rolling Stock Supply in the amount of U.S.$3.1
billion and U.S.$612.9 million, respectively. The Shareholders are also committed to ensure that the fully paid equity

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capital of the Concessionaire is at least equal to U.S.$120.0 million by the end of 2015, pro rata to their current
shareholding in the Concessionaire.

Furthermore, the Concessionaire intends to enter into an up to U.S.$320.0 million Construction Facility to
provide it with working capital to finance Project costs during the Project’s construction phase. In addition, the
Concessionaire intends to enter into a VAT Funding Facility following the Closing Date, pursuant to which the
Concessionaire will be entitled to request loan disbursements that will be repaid with proceeds received by it from
SUNAT as advance recovery of value-added tax.

The Concessionaire may require additional financing to pay for (i) higher than expected construction and
development costs to the Project as a result of inflationary adjustments, or (ii) to finance Additional Works and/or
Additional Rolling Stock Supply.

Financial closing in relation to the financing required for the execution of at least one Work Advance or Rolling
Stock Supply Advance was achieved on December 16, 2014, through a credit agreement dated December 11, 2014,
entered into among the Concessionaire, as borrower, and the Shareholders, as lenders. The date established pursuant to
the Concession Agreement for achieving financial closing in relation to the Works and Rolling Stock Supply to be
compensated with RPI is currently October 28, 2015, as extended from April 28, 2015 by the MTC at the request of the
Concessionaire. However, failure to achieve the Project’s second financial closing by this date may result in the
termination of the Concession. See “Risk Factors—Risks Relating to the generation of RPI-CAOs and the
Concessionaire—The Concessionaire has not secured all sources of financing required to finance the Project, and the
failure to do so by the deadline specified in the Concession Agreement could result in the termination of the Concession.”

The RPI-CAOs

Pursuant to the Concession Agreement, the Grantor will compensate the Concessionaire for its execution of
certain Works through RPI-CAOs. The face value of RPI-CAOs that the Grantor has agreed to pay per annum under the
Concession Agreement has been fixed at U.S.$194.7 million, payable on a quarterly basis over 15 years (the “Base RPI-
CAO Amount”). In addition, the Grantor will be obliged to pay to the Concessionaire additional RPI-CAOs as a result
of certain positive adjustments that can be made pursuant to the Concession Agreement to the Concessionaire’s
remuneration as a result of the application of a polynomic formula set forth in the Project’s definitive engineering
studies. If, after the application of such formula, the adjustment is negative, then the Base RPI-CAO Amount will not be
affected; rather, the negative amounts would be off-set against any future positive RPI adjustment or, if there is no further
positive adjustment, be payable to the Grantor by the Concessionaire in cash. Furthermore, the Grantor may agree to pay
to the Concessionaire additional RPI-CAOs under the Concession Agreement as a result of the execution of Additional
Works and/or provision of Additional Rolling Stock Supply.

RPI-CAOs are direct, unconditional and irrevocable contractual payment rights governed by Peruvian law and
established pursuant to the Concession Agreement, that are freely transferable and that vest upon the issuance by
OSITRAN to the Concessionaire of Works Progress Certificates, Rolling Stock Supply Certificates (if any) and
Adjustment and Liquidation Certificates that relate to the completion of certain Works or Rolling Stock Supply, or for
inflationary adjustments related to the Project. See “Description of Principal Project Documents—The Concession
Agreement—Payments and Payment Mechanics.” Once any of such certificates is issued to the Concessionaire, the
Grantor’s obligation to make the RPI-CAO payments related to such certificates in the amounts and on the dates
specified in the related RPI-CAO Certificate arises and is unconditional and irrevocable, payable without set-off, defense
or counterclaim, including if the Concession terminates. Each RPI-CAO Certificate will evidence the Concessionaire’s
right to receive 60 equal quarterly consecutive RPI-CAO payments, payable in the fixed amounts and on the fixed dates
specified therein and denominated in U.S. Dollars, the first payment of which series will commence on the earlier to
occur of (x) the date of commencement of commercial operations of Phase 2 of the Project, or (y) September 28, 2019.
Payments of RPI-CAOs related to Works Progress Certificates, Rolling Stock Supply Certificates or Adjustment and
Liquidation Certificates issued after the earliest to occur of such dates will commence on the RPI-CAO Payment Date
occurring in the quarter immediately following the issuance of such certificates and will be paid during the course of 15
years thereafter. Such RPI-CAOs will not be Eligible RPI-CAOs and therefore will not be sold under the RPI-CAO
Purchase Agreement.

Payment of the RPI-CAOs will be made through the Project Trust from Tariff collections from the users of Line
2 and the Faucett-Gambetta Branch. If the amounts deposited in the RPI Account and the RPI Reserve Account of the
Project Trust are insufficient to cover the RPI-CAO payments, the Grantor, acting through the MTC, has the obligation to
deposit into the RPI Account of the Project Trust funds required to make RPI-CAO payments when due. See “RPI-
CAOs—Payment Mechanics for RPI-CAOs.”

Pursuant to the Concession Agreement and the Project Trust Agreement, the Grantor is required to perform all
budgetary actions necessary to ensure that it complies with its obligation to transfer all the required amounts to the RPI

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Account of the Project Trust in order to make the RPI-CAO payments when due. See “RPI-CAOs” and “Description of
Principal Finance Agreements—Project Trust Agreement.”

The Notes are intended to monetize 60.52% of the first 99% of all Base RPI-CAOs (or Adjustment RPI-CAOs
or Additional Investment RPI-CAOs in lieu of Base RPI-CAOs) that will be generated under the Concession Agreement,
subject to the terms of the Principal Finance Agreements. See “Description of Principal Finance Agreements—RPI-CAO
Purchase Agreement” and “Description of Principal Finance Agreements—Issuer Purchase Agreement.” While the Base
RPI-CAO Amount that the Grantor has agreed to pay per annum under the Concession Agreement has been fixed at
U.S.$194.7 million, the net amount that the Issuer will receive derived from the Purchased RPI-CAOs will be 60.52% of
U.S.$192.8 million per annum (or approximately U.S.$116.6 million per annum), given that approximately U.S.$1.9
million of each annual RPI-CAO payment will be withheld by the Concessionaire to pay certain mandatory payments to
be made to the Regulator. The Concessionaire intends to monetize, directly or indirectly, the remaining 39.48% of Base
RPI-CAOs through additional financing facilities currently being negotiated.

PRINCIPAL PROJECT DOCUMENTS

The following diagram sets out the Principal Project Documents and relevant parties in connection with the
Project:

Construction of all TECHNICAL ASSISTANCE

GRANTOR infrastructure works PROVIDER Metro de
(Technical Assistance Madrid
Agreement)
Electromechanical
Equipping
COSAPI
PROJECT
(Concession Agreement) Systems Equipping Ansaldo STS

EPC CONTRACTOR AnsaldoBreda

(EPC Contract)
Rolling Stock Supply
Salini Impregilo

Dragados

FCC

Operation and CONCESSIONAIRE

Maintenance
The Concession Agreement

On April 28, 2014, the Grantor and the Concessionaire entered into the Concession Agreement, as amended on
December 26, 2014, pursuant to which the Concessionaire was awarded the Concession. The term of the Concession is
35 years and is scheduled to terminate in 2049, unless otherwise suspended, terminated or extended.

Pursuant to the Concession Agreement, the Grantor will compensate the Concessionaire for the execution of a
certain portion of the Works through RPI-CAOs (as described above) and will also make certain other payments to the
Concessionaire for the construction, development, operation and maintenance of the Project, as described herein.

The Concession Agreement is governed by Peruvian law. See “Description of Principal Project Documents—
The Concession Agreement.”

EPC Contract

On March 20, 2014, the EPC Contract was entered into by the Concessionaire with the EPC Contractor for the
design, construction, Electromechanical Equipping, Systems Equipping and Rolling Stock Supply of the Project. The
total contract price for the EPC Contract is U.S.$4.2 billion, subject to adjustment (the “EPC Contract Price”), and
payable in monthly installments. Pursuant to the EPC Contract and in addition to providing other performance bonds and
letters of credit thereunder, the EPC Contractor is required to provide and maintain in full force and effect the
Construction Performance Bond, for an initial amount of U.S.$470.0 million, and the Rolling Stock Supply Performance
Bond, for an initial amount of U.S.$50.0 million. The EPC Contract was amended on May 13, 2014 and a second
amendment will be entered into on or prior to the Closing Date.

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 The EPC Contract is governed by Peruvian law. See “Description of Principal Project Documents—The EPC
Contract.”

Technical Assistance Agreement

On April 25, 2014, the Concessionaire and Metro de Madrid, S.A. (the “Technical Assistance Provider”)
entered into a technical assistance agreement (the “Technical Assistance Agreement”). Pursuant to the Technical
Assistance Agreement, the Technical Assistance Provider has agreed to provide technical assistance services to the
Concessionaire in connection with the Project.

The Technical Assistance Agreement is governed by Peruvian law. See “Description of Principal Project
Documents—The Technical Assistance Agreement.”

CERTAIN PRINCIPAL FINANCE AGREEMENTS

Project Trust Agreement

On July 15, 2014, in accordance with the Concession Agreement, the Concessionaire, the Grantor and the
Peruvian Trustee entered into the Project Trust Agreement pursuant to which the Project Trust was formed for the
administration of funds collected under the Concession and the payment obligations under the Concession Agreement.
All funds deposited in the Project Trust, including all Tariff collections and all payments made by the Grantor, will be
administered in accordance with the Project Trust Agreement. Payments with respect to the RPI-CAOs will be made
pursuant to the Project Trust from the RPI Account.

The Project Trust Agreement provides for a Tariff collection monitoring mechanism that is intended to
anticipate potential cash shortfalls in the Project Trust Accounts in connection with scheduled RPI-CAO payments to
assist the Grantor with its budgeting and payment obligations with respect to RPI-CAOs. In addition, at least five
business days prior to any RPI-CAO Payment Date, the Grantor has the obligation to cover any shortfall in the event that
amounts on deposit in the Project Trust’s RPI Account and RPI Reserve Account are insufficient to make the required
RPI-CAO payments on such date. Furthermore, the RPI Reserve Account is always required to maintain (to the extent
Tariffs are collected in a sufficient amount) a balance equivalent to four quarterly RPI-CAO payments.

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 The following diagram shows the structure of the Project Trust Accounts and the funds flows related thereto,
including with respect to the payment of RPI-CAOs.

The Project Trust Agreement is governed by Peruvian law. See “Description of Principal Finance Agreements—
Project Trust Agreement.”

RPI-CAO Purchase Agreement

On or prior to the Closing Date, the RPI-CAO Purchaser and the Concessionaire will enter into the RPI-CAO
Purchase Agreement, pursuant to which the RPI-CAO Purchaser will irrevocably commit to purchase Eligible RPI-CAOs
from the Concessionaire during the Availability Period with an aggregate face value of up to U.S.$1,749,678,477.66,
subject to the terms and conditions of the RPI-CAO Purchase Agreement. The Concessionaire will be obliged to sell to
the RPI-CAO Purchaser the first U.S.$1,749,678,477.66 aggregate face value amount of all Base RPI-CAOs that are
generated under the Project, subject to certain exceptions where Adjustment RPI-CAOs and/or Additional Investment
RPI-CAOs are permitted to be sold in lieu of Base RPI-CAOs. In addition, the RPI-CAO Purchaser’s commitment to
purchase Eligible RPI-CAOs can be increased in connection with the issuance of Additional Notes.

The RPI-CAO Purchase Agreement will be governed by New York law. See “Description of Principal Finance
Agreements—RPI-CAO Purchase Agreement.”

Issuer Purchase Agreement

On or prior to the Closing Date, the RPI-CAO Purchaser and the Issuer will enter into the Issuer Purchase
Agreement pursuant to which the Issuer will irrevocably commit to purchase all Eligible RPI-CAOs that the RPI-CAO
Purchaser purchases from the Concessionaire pursuant to the RPI-CAO Purchase Agreement, subject to the terms and
conditions of the Issuer Purchase Agreement.

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 The Issuer Purchase Agreement will be governed by New York law. See “Description of Principal Finance
Agreements—Issuer Purchase Agreement.”

CTE Protection Agreement

On or prior to the Closing Date, the Concessionaire, in its capacity as CTE Protection Provider (the “CTE
Protection Provider”), will enter into the CTE Protection Agreement with the Indenture Trustee, the Calculation Agent
and the RPI-CAO Purchaser. The CTE Protection Amount is intended to provide the Issuer with sufficient funds to
redeem at par the portion of principal of and accrued interest on the Notes that is not expected to be fully satisfied by
payments on Purchased RPI-CAOs following the occurrence of a CTE Redemption Event.

Pursuant to the CTE Protection Agreement, the CTE Protection Provider will agree, until the CTE Protection
Amount Coverage Termination Date, to pay the CTE Protection Amount to the Issuer after the occurrence of a
Commitment Termination Event during the Availability Period at a time when the Initial Expected Aggregate RPI-CAO
Purchase Amount has not been purchased in full pursuant to the RPI-CAO Purchase Agreement (a “CTE Redemption
Event”), provided that a CTE Protection Payment Exemption (as defined below) does not apply. This payment obligation
will be supported by (i) cash collateral, and/or (ii) one or more Protection Letters of Credit issued by an Approved
Protection Letter of Credit Provider.

The CTE Protection Amount will not be payable by the CTE Protection Provider if the occurrence of the CTE
Redemption Event resulted from the occurrence of the Commitment Termination Event consisting of: (x) any Public
External Indebtedness of Peru in an aggregate amount of not less than U.S.$25.0 million (or its equivalent in any other
currency) having become due and payable before it would otherwise have been due and payable as a result of, or on the
basis of, the occurrence of a default, event of default or other similar condition or event, or (y) Peru failing to make any
payment in respect of its Public External Indebtedness in an aggregate amount in excess of U.S.$25.0 million (or its
equivalent in any other currency), which occurrence will require written verification from the Independent Verification
Agent if notice thereof is provided by the Concessionaire or the CTE Protection Provider as specified in the CTE
Protection Agreement (a “CTE Protection Payment Exemption”). If a CTE Redemption Event occurs, the Notes will be
redeemed in whole or in part prior to maturity. See “Description of the Notes—Mandatory Redemption.”

The CTE Protection Base Amount may be adjusted if the CTE Protection Provider elects to extend or reduce
any Minimum Purchase Date in accordance with the RPI-CAO Purchase Agreement. See Annex C—CTE Protection
Amount and Protection Collateral Required Amount for a projection of adjustments to the CTE Protection Amount in the
event the Concessionaire elects to extend any Minimum Purchase Date.

The CTE Protection Agreement will be governed by New York law. See “Description of Principal Finance
Agreements—CTE Protection Agreement.”

Share Transfer Restrictions Agreement

On or prior to the Closing Date, the Shareholders will enter into the Share Transfer Restrictions Agreement with
the Concessionaire, the RPI-CAO Purchaser and the Indenture Trustee. Pursuant to the Share Transfer Restrictions
Agreement, the Shareholders will agree not to enter into, effect, implement or complete any Disposal of all or any portion
of their Ownership Interests prior to the expiration of the Availability Period, unless such Disposal is a Permitted
Disposition. In addition, the Concessionaire will not, and the Shareholders will not permit the Concessionaire to, issue or
allot any capital stock of the Concessionaire to any person prior to the expiration of the Availability Period, unless such
issuance or allotment is a Permitted Issuance.

The Share Transfer Restrictions Agreement will be governed by New York law. See “Description of Principal
Finance Agreements—Share Transfer Restrictions Agreement.”

Sub-Collateral Agency Agreement

On or prior to the Closing Date, the Issuer, the Indenture Trustee and the Sub-Collateral Agent will enter into
the Sub-Collateral Agency Agreement. The Sub-Collateral Agency Agreement will provide, among other things, that the
Sub-Collateral Agent will have the authority to (a) take action on behalf of and for the benefit of the Secured Parties
solely in respect of the Peruvian Security Documents and the collateral pledged or assigned thereunder, (b) take such
action with respect to RPI-CAOs, the Project Trust Agreement, the Peruvian Trustee Side Letter or the Concession
Agreement, in each case related to RPI-CAOs but excluding any enforcement action regarding non-payment of RPI-
CAOs, as the Indenture Trustee may direct, (c) take all actions necessary to continue the perfection of the liens intended
to be created pursuant to the Peruvian Security Documents, and (d) perform the duties set forth in the Peruvian Security
Documents.

The Sub-Collateral Agency Agreement will be governed by New York law. See “Description of Principal
Finance Agreements—Sub-Collateral Agency Agreement.”

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Peruvian Trustee Side Letter

On or prior to the Closing Date, the Issuer, the RPI-CAO Purchaser, the Concessionaire, the Sub-Collateral
Agent and the Peruvian Trustee, with the intervention of the Indenture Trustee, as a third party beneficiary thereunder,
will enter into the Peruvian Trustee Side Letter, pursuant to which the Peruvian Trustee will agree to perform certain
services related to, among other things (i) the registration and transfers of RPI-CAOs in the Register of Titleholders, (ii)
the delivery of notices to the Issuer, the Indenture Trustee, the MTC and each Rating Agency rating the Notes, and (iii)
the delivery to the MTC of information regarding Tariff collections under the Project Trust Agreement.

In addition, pursuant to the Indenture, the Issuer, the Concessionaire and the RPI-CAO Purchaser, with the
acknowledgement of the Indenture Trustee and the Sub-Collateral Agent, will undertake to enter into the RPI-CAO Side
Letter with the Construction Facility Trustee on or prior to the commencement of the Construction Facility Term. The
RPI-CAO Side Letter is expected to set forth certain provisions relating to the mechanics for the transfer and release of
RPI-CAOs to and from the Construction Facility Trust. The RPI-CAO Side Letter is expected to be governed by New
York law.

The Peruvian Trustee Side Letter will be governed by Peruvian law. See “Description of Principal Finance
Agreements—Peruvian Trustee Side Letter.”

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 THE OFFERING

The Issuer: Lima Metro Line 2 Finance Limited

The Concessionaire: Metro de Lima Línea 2 S.A.

The RPI-CAO Purchaser: Lima Metro Line 2 Bond RPI-CAO Purchase LLC

Notes: U.S.$1,154,923,000 aggregate amount of 5.875% Series 2015-1 Senior

Secured Notes.

Final Maturity Date: July 5, 2034.

Payment Dates: Each January 5, April 5, July 5 and October 5, commencing on July 5,
2015 (each, a “Quarterly Payment Date”).

Principal Payments: Principal of the Notes will be repaid on each Quarterly Payment Date
beginning on October 5, 2019, as set forth in the Amortization Schedule.
See “Description of the Notes—Payments on the Notes.”

Interest Payments: Interest on the Notes will be paid on each Quarterly Payment Date.

Security: The Issuer will grant security interests in substantially all of its assets,
including:

 the Accounts and all other “deposit accounts” (as defined in Section 9-
102(a)(29) of the New York UCC) and “securities accounts” (as
defined in Section 8-501 of the New York UCC) of the Issuer
(including any sub-accounts of any Account, deposit account or sub-
account), all money, investment property, instruments and other
property on deposit from time to time in, credited to or related to the
Accounts and all other deposit accounts and securities accounts of the
Issuer (including any sub-accounts of any Account, deposit account or
sub-account), and in all interest, dividends, earnings, income and other
distributions from time to time received, receivable or otherwise
distributed or distributable thereto or in respect thereof (including any
accrued discount realized on liquidation of any investment purchased
at a discount), other than any money on deposit in the Issuer's deposit
accounts in the Cayman Islands to which share subscription fees and
transaction fees have been paid (and all interest accrued thereon),

 all Purchased RPI-CAOs,

 all Permitted Investments, including those made with any funds from
the Disbursement Collateral Account, the IDC Account, the Expense
Account and other investments held at any time, including income
thereon,

 its rights, title and interest (but not its obligations) under each
Principal Finance Agreement to which it is a party or a beneficiary,

 any of the Issuer’s other assets other than (a) those specified in the
first to fourth paragraphs above, and (b) any funds on deposit in the
Issuer’s bank accounts in the Cayman Islands to which share
subscription fees and transaction fees have been paid, and

 money, accounts, general intangibles, payment intangibles, contract

rights, chattel paper, instruments, documents, goods, investment
property, deposit accounts, certificates of deposit, letters of credit, and
advices of credit consisting of, arising from or related to the foregoing.

Use of Proceeds: The net proceeds from the sale and issuance of the Notes will be used by
the Issuer as described under “Use of Proceeds.”

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Note Proceeds Account:
Disbursement Collateral Account:
Revenue Account:
Expense Account:
Debt Service Account:
Protection Collateral Account:
IDC Account:
Mandatory Redemption:
756228-4-867-v1.21
The Note Proceeds Account will be funded on the Closing Date with the
net proceeds from the sale and issuance of the Notes.
The Disbursement Collateral Account will be funded (i) with proceeds
withdrawn from the Note Proceeds Account, and (ii) as specified in any
Indenture Supplement with respect to an issuance of Additional Notes.
Amounts in the Disbursement Collateral Account will be applied on each
Purchase Date to pay the Purchase Price of Eligible RPI-CAOs; provided
that all conditions precedent are satisfied as of the applicable Purchase
Date with respect to the relevant sale and purchase of Eligible RPI-CAOs.
Upon the end of the Availability Period and provided that no CTE
Redemption Event has occurred, the remaining balance in the
Disbursement Collateral Account will be transferred to the CTE Protection
Provider in accordance with the CTE Protection Agreement. See
“Description of the Notes—Accounts under the Indenture—Disbursement
Collateral Account.”
Amounts received by the Indenture Trustee from the Peruvian Trustee in
respect of payments of Purchased RPI-CAOs pursuant to the Project Trust
Agreement will be deposited by the Indenture Trustee into the Revenue
Account. Prior to an acceleration of the Notes due to the occurrence of an
Event of Default, amounts in the Revenue Account will be transferred
within one Business Day of receipt of funds in the Revenue Account to the
Expense Account and, pro rata thereafter, to the debt service accounts of
each Series. See “Description of the Notes—Accounts under the
Indenture—Revenue Account.”
The proceeds in the Expense Account will be applied from time to time, to
pay any fees, expenses and indemnities of the Concessionaire, the Issuer
and the RPI-CAO Purchaser (including all fees, expenses and indemnities
payable by the Issuer pursuant to the Fee Letters, the Indenture or the Sub-
Collateral Agency Agreement). See “Description of the Notes—Accounts
under the Indenture—Expense Account.”
Amounts in the Debt Service Account will be used for the payment when
due on any Note Payment Date of principal or interest due with respect to
the Notes. See “Description of the Notes—Accounts under the Indenture—
Debt Service Account.”
The Protection Collateral Account will be funded pursuant to the CTE
Protection Agreement by deposits by or on behalf of the CTE Protection
Provider and/or pursuant to a draw on the Protection Letters of Credit by
the Indenture Trustee. See “Description of the Notes—Accounts under the
Indenture—Protection Collateral Account.”
The IDC Account will be funded on the Closing Date from the Note
Proceeds Account in accordance with the Indenture. On each Quarterly
Payment Date that occurs during the Interest-Only Period, the Indenture
Trustee will transfer funds from the IDC Account to the Debt Service
Account in an amount equal to the scheduled interest payable on the Notes
on such Quarterly Payment Date. Upon the end of the Interest-Only Period
and provided that (i) no Event of Default has otherwise occurred and is
continuing, and (ii) no Redemption Event has occurred in relation to which
the transfer of funds under the Indenture remains to be made as specified
therein, any amounts remaining on deposit in the IDC Account will be
transferred to the CTE Protection Provider in accordance with the CTE
Protection Agreement. See “Description of the Notes—Accounts under the
Indenture—IDC Account.”
Subject to the provisions of the Indenture, the Notes will be redeemed in
part or in full prior to maturity upon the occurrence of a CTE Redemption
Event. No redemption premium will be available in such an event. See
“Description of the Notes—Mandatory Redemption” and “Risks Relating
to the Notes—If the Notes are subject to Mandatory Redemption, the
- 13- BR-6002-CM
 Issuer is not required to pay any make-whole premium.”

Withholding Taxes: All payments in respect of the Notes will be made free and clear of, and
without withholding or deduction for, any present or future taxes, duties,
assessments or governmental charges imposed by or on behalf of any
Governmental Authority including any value-added tax or stamp tax,
unless such withholding or deduction is required by applicable law, as
modified by the practice of any relevant governmental revenue authority. If
the Issuer is so required to deduct or withhold any taxes, duties,
assessments or governmental charges from the payments in respect of the
Notes, the Issuer will make such payments net of those taxes, duties,
assessments or governmental charges and will not be obligated to pay any
additional amounts or have the right to redeem the Notes on account of
such taxes, duties, assessments or governmental charges. See “Risk
Factors—Risks Relating to the Issuer and the RPI-CAO Purchaser—There
could be withholding taxes imposed in the future on interest payments
under the Notes and Holders will not be indemnified with respect to any
such withholding taxes.”

Covenants: The Indenture will contain affirmative covenants of the Issuer, including,
among other things:

 use of proceeds,

 maintenance of perfected security interests, and

 compliance with laws.

The Indenture will contain negative covenants of the Issuer, including

among other things, limitations on:

 incurrence of debt obligations,

 liens,

 sales of assets,

 business activities,

 distributions and dividends, and

 mergers.

See “Description of the Notes—Covenants.”

Events of Default: The Indenture will provide for a right of acceleration of the Notes and
exercise of other remedies upon certain Events of Default, subject to
certain limitations and cure rights. See “Description of the Notes—Events
of Default.”

Minimum Denominations: The Notes will be initially issued in minimum denominations of

U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.

Governing Law: The RPI-CAO Purchase Agreement, the Issuer Purchase Agreement, the
Indenture, any supplement to the Indenture, the Sub-Collateral Agency
Agreement, the Notes, the CTE Protection Agreement, the Share Transfer
Restrictions Agreement, the Protection Letters of Credit, the Fee Letters
and the RPI-CAO Side Letter will be governed by New York law. The
Project Trust Agreement, the Peruvian Trustee Side Letter, the assignment
agreement related to the Peruvian Trustee Side Letter and the Principal
Project Documents will be governed by Peruvian law. The Issuer
Irrevocable Power of Attorney will be governed by Cayman Islands law.

Transfer Restrictions: The Notes have not been registered under the Securities Act and the Issuer
has not been registered as an investment company under the 1940 Act.

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 Consequently, the Notes are subject to certain restrictions on transfer. See
“Plan of Distribution,” “Notice to Investors” and “Description of the
Notes—Form, Denomination and Title.”

Ratings: The Notes are expected to be rated Baa1 by Moody’s, BBB by S&P and
BBB by Fitch.

Listing: Application has been made to admit the Notes to listing on the Official List
of the Luxembourg Stock Exchange and to trade on the Euro MTF market
of that exchange.

Global Coordinators: Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Santander
Investment Securities Inc.

Joint Bookrunners: Banca IMI S.p.A., BBVA Securities Inc., Credit Agricole Securities (USA)
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Natixis
Securities Americas LLC and SG Americas Securities, LLC.

Co-Manager: SMBC Nikko Securities America, Inc.

Indenture Trustee, Registrar, Paying Agent, Citibank, N.A. will be appointed as the Indenture Trustee, Registrar,
Calculation Agent and Securities Paying Agent, Calculation Agent and Securities Intermediary (the
Intermediary: Indenture Trustee, Registrar, Paying Agent, Calculation Agent and
Securities Intermediary will collectively be referred to herein as the “NY
Agents”) under the Indenture.

Sub-Collateral Agent: Citibank del Perú S.A. will be appointed as the Sub-Collateral Agent under
the Sub-Collateral Agency Agreement.

Peruvian Trustee and Agents: Citibank del Perú S.A. is the trustee of the Project Trust (the NY Agents,
the Sub-Collateral Agent and the Peruvian Trustee will collectively be
referred to herein as the “Agents”).

Risk Factors: Investing in the Notes involves a significant degree of risk. See “Risk
Factors.”

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SUMMARY OVERVIEW OF THE TRANSACTION

The following diagram shows the transaction structure, which is described in more detail below:

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SOURCES OF PAYMENT OF PRINCIPAL AND INTEREST

The following diagram shows the sources of payments on the Notes:

Cashflow
Noteholders RPI-CAO title transfers

Issuer

Indenture
Expense Account 5 RPI-CAO Purchaser
3
Trustee

2
Peruvian
Concessionaire Grantor
Trustee

Tariff
MTC Collections

Collections of Tariff payments made by users of Line 2 and the Faucett-Gambetta Branch of the Lima and Callao Metro are deposited in Peruvian Nuevos Soles into
1 the Collection Account of the Project Trust and converted to U.S. Dollars by the Peruvian Trustee.

In the event Tariff collections deposited into the RPI Account and the RPI Reserve Account are insufficient to make scheduled payments on RPI-CAOs, the Grantor
2 is required, upon notification by the Peruvian Trustee, to deposit sufficient funds into the RPI Account to make these payments. For such purpose, the Grantor must
perform all necessary budgetary actions to make such amounts available.

The Peruvian Trustee, on behalf of the Grantor and pursuant to the Project Trust Agreement, will make payments on the Purchased RPI-CAOs to the Indenture
3 Trustee (on behalf of the Issuer, as RPI-CAO Titleholder) with amounts it has received in the Project Trust.

If a Commitment Termination Event occurs prior to the payment of the Purchase Price by the RPI-CAO Purchaser for the initial Expected Aggregate RPI-CAO
4 Purchase Amount for which the C TE Protection Payment Exemption does not apply, the Concessionaire, as CTE Protection Provider, will pay the applicable CTE
Protection Amount to the Issuer. The obligation of the CTE Protection Provider to pay the applicable CTE Protection Amount will be supported by a cash deposit in
the Protection Collateral Account and/or one or more Protection Letters of Credit, in each case provided on or prior to the Closing Date in an a mount at least equal
to the Protection Collateral Required Amount.

5
The Expense Account will maintain funds for making payment of ongoing transaction fees, r ating maintenance fees, audit fees, accounting fees, listing fees and tax
filing fees, among others.

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PROJECTED CASHFLOW SCHEDULE(1)

The following table sets forth the projected cash flows resulting from (i) proceeds from the IDC Account and
Disbursement Collateral Account, (ii) the payments to be received under the Purchased RPI-CAOs, (iii) proceeds from
the Expense Account, (iv) the amounts paid to purchase Eligible RPI-CAOs, (v) interest payments on the Notes, (vi)
principal payments on the Notes, and (vii) payment of ongoing fees and expenses so long as the Notes are outstanding:

Payment Proceeds Payments Proceeds Amounts Interest Principal Payment of

Date from IDC and under from paid to Payments Payments ongoing
Disbursement Purchase Expense Purchase on the Notes on the fees &
Collateral d RPI- Account Eligible Notes expenses
Accounts (1) CAOs(2) RPI-CAOs
(in millions of U.S. Dollars)
2015 65.2 - 0.2 44.8 20.4 - 0.2
2016 418.9 - 0.3 351.1 67.9 - 0.3
2017 323.5 - 0.3 255.7 67.9 - 0.3
2018 269.4 - 0.3 201.6 67.9 - 0.3
2019 50.9 29.2 0.2 - 67.9 12.1 0.2
2020 - 116.6 - - 66.0 50.3 0.3
2021 - 116.6 - - 63.0 53.3 0.3
2022 - 116.6 - - 59.8 56.6 0.3
2023 - 116.6 - - 56.4 59.9 0.3
2024 - 116.6 - - 52.8 63.5 0.3
2025 - 116.6 - - 49.0 67.4 0.3
2026 - 116.6 - - 45.0 71.4 0.3
2027 - 116.6 - - 40.7 75.7 0.3
2028 - 116.6 - - 36.1 80.2 0.3
2029 - 116.6 - - 31.3 85.1 0.3
2030 - 116.6 - - 26.2 90.2 0.3
2031 - 116.6 - - 20.8 95.6 0.3
2032 - 116.6 - - 15.0 101.3 0.3
2033 - 116.6 - - 9.0 107.4 0.3
2034 - 87.5 - - 2.5 84.8 0.2
_____________
Notes:

(1) Payments have been aggregated on an annual basis. However (a) payments with respect to the Notes and with
respect to Purchased RPI-CAOs will be quarterly, and (b) payments of expenses will be made from time to time, in
each case in the relevant indicated years.
Assumes for illustration purposes that (i) no Commitment Termination Event has occurred, and (ii) no Additional
Notes are issued.
(2) Represents 60.52% of the first 99% of all Base RPI-CAOs.

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 RISK FACTORS

Prospective purchasers should carefully consider all of the information set forth in these Listing Particulars
and, in particular, the following risk factors in connection with an investment in the Notes. This section does not describe
all risks applicable to the Notes. Additional risks not presently known or that may currently be deemed immaterial may
also adversely affect the Notes or an investment in the Notes.

Risks Relating to Peru

The RPI-CAOs will not constitute “sovereign debt” of Peru and will receive different legal treatment from its
“sovereign debt”

The Concession Agreement and the RPI-CAO Certificates specify that the RPI-CAOs are not, and will not,
constitute “sovereign debt” of Peru, as such term is defined in Article 75 of the Peruvian Constitution and the National
Indebtedness Law (Ley General del Sistema Nacional de Endeudamiento). “Sovereign debt” of Peru is debt contracted or
assumed by the Ministry of Economy and Finance (Ministerio de Economía y Finanzas, the “MEF”) and is paid from
funds allocated in the annual national budget under the National Indebtedness System (Sistema Nacional de
Endeudamiento) (the “SNE”). Payments of RPI-CAOs, in turn, constitute public expenditures (gasto público) and are
subject to the terms and conditions of the National Budgetary System (Sistema Nacional del Presupuesto) (the “SNP”).
Pursuant to this system RPI-CAOs are not treated as “sovereign debt” of Peru and therefore if an RPI-CAO Titleholder
obtains a valid final arbitral award or court judgment for the payment of RPI-CAOs, the total amount that such RPI-CAO
Titleholder is entitled to collect on such award or judgment in any given calendar year will be subject to the cap that is
imposed by certain rules of the SNP governing the payment of arbitral awards and court judgments, as explained below.

Pursuant to the National Budget Law (Ley General del Sistema Nacional del Presupuesto), which applies to the
SNP, the MTC must allocate between 3% and 5% of its annual budget (excluding certain debt service and pension
obligations, among others) for the payment of final arbitral awards and court judgments rendered against it, such as those
related to defaulted payments under vested RPI-CAOs. Pursuant to Law No. 30137 and its regulations approved through
Supreme Decree No. 001-2014-JUS, every Peruvian governmental entity must pay amounts payable pursuant to final
arbitral awards and court judgments rendered against it in the following order of priority: (i) labor obligations, (ii)
pension obligations, (iii) payments to victims of acts in defense of Peru or human rights violations, (iv) other social
obligations, and (v) all other obligations (which include RPI-CAOs). In addition, within each category of payment
obligations, the priority of payment will be ranked on the basis of (a) the date on which the decision was notified to the
applicable governmental entity, with obligations that are notified on an earlier date having priority over those notified
later, and (b) the amount of such obligations, with obligations of lesser amounts having priority over obligations of larger
amounts, in accordance with the ranges set out in the applicable regulations.

If the aggregate amounts payable by the MTC during a given calendar year exceed the maximum amounts
budgeted for the payment of final arbitral awards and court judgments in that year in accordance with the rules of the
SNP, the MTC will allocate the maximum amounts budgeted proportionally within the corresponding group with regards
to all final arbitral awards and court judgments payable in such year and will satisfy the unpaid portion of any final award
or judgment in subsequent years over a maximum period of five consecutive years. If by the end of the fifth consecutive
year a portion of any final award or judgment remains unpaid, such unpaid portion will continue to be due and payable
by the Grantor. Accordingly, if the Grantor defaults on the payment of the Purchased RPI-CAOs and the RPI-CAO
Titleholders sue the Grantor and obtain a final arbitration award or court judgment against the Grantor, the rules in
relation to enforcement of final arbitral awards and court judgments as described in the preceding paragraphs could
materially and adversely delay the ability of the Issuer to enforce and collect payment from the Grantor.

Furthermore, a failure of the Grantor to make payments on any amounts due under RPI-CAOs will not give rise
to a cross-default under the agreements relating to Peru’s sovereign debt. In addition, RPI-CAO payments cannot be
accelerated and there is no right of cross-default among different RPI-CAO-based concession agreements or with respect
to payment obligations arising under payment regimes similar to RPI-CAOs in connection with other Peruvian
concession agreements or public-private partnership agreements. Accordingly (a) given that RPI-CAOs are not subject to
acceleration, each non-payment of RPI-CAOs by the Grantor may need to be enforced against the Grantor individually
by RPI-CAO Titleholders, and (b) the absence of a cross-default to Peru’s sovereign debt or other RPI-CAOs or similar
payment instruments means that the Grantor is not incentivized to pay the RPI-CAOs in order to avoid cross-defaulting
its sovereign debt or such other RPI-CAOs or similar payment instruments.

The Grantor may fail to perform its obligations with respect to RPI-CAOs

In accordance with the Concession Agreement, RPI-CAOs are the direct, unconditional and irrevocable payment
obligations of the Grantor, payable through the Project Trust. In connection with such payment obligations, the Grantor
must take all necessary budgetary actions to provide for the transfer into the Project Trust of any amounts required to
cover any RPI-CAO payment shortfall in the event there are insufficient funds deposited in the RPI Account and the RPI
Reserve Account. In accordance with Peruvian law, such budgetary actions include, but are not limited to (i)

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provisioning in Peru’s annual national budget law for funds to be allocated to the MTC for payment of the RPI-CAOs,
which budget law must be submitted to the Peruvian Congress by August 30 for approval by the end of each fiscal year,
(ii) reallocating funds within the MTC’s own budget, (iii) requesting, and approving, supplementary credits (créditos
suplementarios) from the MEF, which requires approval by the Peruvian Congress, (iv) requesting the MEF to allocate
funds to the MTC that were originally allocated to other governmental entities, and (v) requesting the MEF to transfer
funds from its contingency budget to the MTC. The failure of the Grantor to perform its obligations under the Concession
Agreement with respect to the payment and budgeting of Purchased RPI-CAOs could have a material adverse effect on
the ability of the Issuer to make payments on the Notes.

In addition, although the initial source of funds to pay the Purchased RPI-CAOs is the Tariff collections, there
can be no assurance that Tariffs will be collected in any predictable amount or that any Tariffs will be collected at all. If,
for example, the Project is cancelled, the Tariff collections would be zero. There have been no studies made by the Issuer
with respect to projected Tariff collections for the Project in connection with the issuance of the Notes. An investment in
the Notes should therefore assume that Tariff collections in each year could be zero and that the Grantor will be obliged
to budget and pay the full amount of annual Purchased RPI-CAOs from other sources of funds.

In addition, the Grantor is not obliged under the Concession Agreement or by law to budget all annual RPI-CAO
payments in full automatically each year. Although the Grantor has the budgeting obligations described above and
elsewhere herein, a mechanism has been included in the Project Trust Agreement to assist the Grantor with the budgeting
for RPI-CAO payments by predicting future shortfalls in Tariff collections by reference to historic Tariff collections.
There can be no assurance that this mechanism will ensure that the amount that the Peruvian Trustee notifies to the
Grantor to budget will be sufficient to enable the timely payment of RPI-CAOs.

In addition, there can be no assurance that OSITRAN will issue the Works Progress Certificates, Rolling Stock
Supply Certificates (if any) or Adjustment and Liquidation Certificates, or that the MTC will issue the RPI-CAO
Certificates, each in accordance with the terms of the Concession Agreement. Any failure or delay by the Concessionaire
to generate RPI-CAOs as a result thereof could materially and adversely affect the ability of the RPI-CAOs to be sold to
the Issuer, which could result in the occurrence of a Commitment Termination Event.

The Grantor’s and OSITRAN’s compliance with its obligations with respect to RPI-CAOs is subject to Peruvian
political risk, including changes in the political authorities and changes in Peruvian laws and regulations

Like many other Latin American countries, Peru endured substantial political instability in the past, including
military coups until the 1980’s and a succession of regimes with differing policies and programs thereafter. Past
governments have frequently intervened in the nation’s economy and social structure by, among other things: imposing
controls on prices, exchange rates, repatriation of funds, local and foreign investment and imports, restricting the ability
of companies to dismiss employees, expropriating private sector assets and prohibiting the remittance of profits to
foreign investors. On July 28, 2011, Ollanta Humala, a former army officer and left-wing politician, was inaugurated as
president of Peru for a term of five years. The election of President Humala initially generated political and economic
uncertainty because his presidential campaign was based on a platform of poverty reduction and wealth redistribution,
including by means of interventionist policies. However, under President Humala the government has continued to apply
the open-market economic policies of previous governments, a responsible fiscal policy and an autonomous monetary
policy. Furthermore, the appointment of cabinet ministers with government experience, along with public announcements
from government officials have dissipated concerns that Peru’s economic policy framework would change drastically.
Additionally, continuity in the administration of the Peruvian Central Bank (Banco Central de Reserva del Peru or
“BCR”) was confirmed with the reappointment of Julio Velarde as its chairman. Luis Castañeda Lossio was elected as
new mayor of Lima in October, 2014, and general presidential elections for Peru will take place in April, 2016. There
can be no assurance that the current or any future Peruvian administration will maintain current economic policies or
refrain from adopting new economic policies that could have an adverse effect on the Peruvian economy. The imposition
of adverse economic policies could materially and adversely affect the economy of Peru, which could (a) cause a
Commitment Termination Event to occur during the Availability Period, which could have a material adverse effect on
the ability of the Issuer to make payments on the Notes if the CTE Protection Amount was not payable, and (b)
materially and adversely affect the ability of the Grantor to budget and pay for the Purchased RPI-CAOs, which could
materially and adversely affect the ability of the Issuer to make payments on the Notes. See “—In the event that a
Commitment Termination Event occurs during the Availability Period and the CTE Protection Payment Exemption
applies, Holders will not receive the CTE Protection Amount, which will materially and adversely affect the ability of the
Issuer to make payments on the Notes” and “—The Grantor may fail to perform its obligations with respect to RPI-
CAOs.”

In addition, no assurance can be given that the current or any future Peruvian administration will maintain the
current policies, laws or regulations related to or that affect the Project and/or the Purchased RPI-CAOs, or refrain from
imposing changes to policies, regulations or laws that could affect the Project and/or the Purchased RPI-CAOs,
including, without limitation, changes related to authorizations, permits, licenses or to the Tariffs. Any such failure to
maintain or change could (a) cause a Commitment Termination Event to occur during the Availability Period, or (b)

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materially and adversely affect the RPI-CAOs, including their payment, collection and transferability, or their legal or
economic nature, which could materially and adversely affect the ability of the Issuer’s rights with respect to Purchased
RPI-CAOs or to make payments on the Notes.

Furthermore, no assurance can be given that the current or any future Peruvian administration, or OSITRAN,
will comply with the Concession Agreement or interpret the Concession Agreement in a manner that is not materially
adverse to the Concessionaire or the RPI-CAO Titleholders, or refrain from implementing changes to the Project that
could materially affect (a) the ability of the Concessionaire to construct the Project and generate the RPI-CAOs to be
purchased by the Issuer, or (b) Tariff collections. For example, at any time during the term of the Concession the Grantor
is entitled to request that the assets and Rolling Stock pertaining to the Faucett-Gambetta Branch revert to it, in which
case the Tariff collections from users of the Faucett-Gambetta Branch would no longer be deposited in the Project Trust.
Such reduction in Tariff collections would reduce the amount of Tariff collections in the Project Trust, thus increasing
the likelihood of shortfalls in the Project Trust to make payments on RPI-CAOs, in which case the Grantor would be
required to take all necessary budgetary actions to provide for the transfer into the Project Trust of any amounts required
to cover any RPI-CAO payment shortfall. See “—The Grantor may fail to perform its obligations with respect to RPI-
CAOs.”

Higher inflation and slower rates of economic growth could potentially impact the Grantor’s ability to make payments
on RPI-CAOs

From time to time Peru has endured periods of high inflation and hyperinflation that materially weakened the
Peruvian economy and the Peruvian government’s ability to create conditions that would support economic growth. As a
result of the reforms initiated in the 1990s, Peruvian inflation decreased significantly from four-digit inflation during the
1980s. The Peruvian economy experienced annual inflation of 0.3% in 2009, 2.1% in 2010, 4.7% in 2011, 2.7% in 2012,
2.9% in 2013 and 3.2% in 2014, as measured by the Lima Consumer Price Index (Índice de Precios al Consumidor de
Lima Metropolitana). Although the Peruvian government’s reforms and continued economic policies have significantly
reduced inflation, and the Peruvian economy has experienced strong growth in the past two decades, the rate of such
economic growth has recently slowed down and there can be no assurance that inflation will not increase from its current
level or that such growth will not slow down further. A return to a high inflation environment would undermine Peru’s
foreign competitiveness, with negative effects on the level of economic activity and employment. Additionally, in
response to increased inflation, the BCR, which sets the Peruvian basic interest rate, may increase or decrease the basic
interest rate in an attempt to control inflation or foster economic growth. Furthermore, Peru’s economy is currently
funded partially by foreign direct investment. There can be no assurance that foreign direct investment will continue at
current levels, particularly if adverse political or economic developments were to arise, which could also contribute to
decreased economic growth. Finally, Peruvian economic growth is tied to its account deficit. According to the BCR’s
January 2015 inflation report, Peru’s 2014 current account deficit was 4.4% of its GDP, as compared to 4.5% for 2013.
The BCR estimates that Peru’s 2015 current account deficit will be similar to that of 2014. However, there can be no
assurance that this estimate will not be revised, or that Peru’s current account deficit for subsequent years will not
increase.

If inflation increases or economic growth declines, the ability of the Grantor to budget and make available funds
to the Project Trust to make payments on RPI-CAOs (in the event Tariff collections are not sufficient to cover such
payments) could be materially reduced. If the Grantor fails or is unable to make such funds available, it could have a
material adverse effect on the ability of the Issuer to make payments on the Notes. See “—The Grantor may fail to
perform its obligations with respect to RPI-CAOs.”

The Peruvian economy could be adversely affected by economic developments in Latin American or global markets

Financial and securities markets in Peru are influenced, to varying degrees, by economic and market conditions
in Latin American and global markets. Although economic conditions vary from country to country, investors’
perceptions of the events occurring in one country may substantially affect capital flows into, and the demand for
securities issued by issuers in, other countries, including Peru. Recently, emerging markets have seen investors
significantly reduce their exposure to those markets as a result of rising interest rates in the U.S., fears of an economic
slowdown in China, political turmoil, and concerns that emerging market economies as a whole have not reformed fast
enough to make growth sustainable. Peru’s economy continues to be affected by events in the economies of its major
regional partners, in the economies of developed countries that are its trading partners, or that affect the global economy.

General investor perception of reduced growth prospects in the emerging market economies, interruptions in the
recovery of the developed economies or a new economic and/or global financial crisis in the future could adversely affect
the Peruvian economy and, as a result, adversely affect the operation of the Project and the ability of the Grantor to
budget and make available funds to the Project Trust to make payments on RPI-CAOs (in the event Tariff collections are
not sufficient to cover such payments). If the Grantor fails or is unable to make such funds available, it could have a
material adverse effect on the ability of the Issuer to make payments on the Notes. See “—The Grantor may fail to
perform its obligations with respect to RPI-CAOs.”

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Weakening of the Peruvian Nuevo Sol against the U.S. Dollar will reduce the value of Tariff collections when
converted into U.S. Dollars, thereby increasing the likelihood of RPI-CAO payment shortfalls and consequently the
need for the Grantor to take budgetary actions to cover such shortfalls

While the Tariff charged to users of Line 2 and the Faucett-Gambetta Branch will be collected in Peruvian
Nuevos Soles, payments of RPI-CAOs are required to be made in U.S. Dollars, which exposes those payments to the risk
of currency fluctuation. From time to time the Peruvian Nuevo Sol has depreciated against the U.S. Dollar and other
foreign currencies. For example, in 1990 the Peruvian currency depreciated against the U.S. Dollar by 4.5%. In recent
years, the Peruvian Nuevo Sol has strengthened against the U.S. Dollar, appreciating by 7.9% in 2009, 2.8% in 2010,
4.0% in 2011, and 5.4% in 2012. However, the Peruvian Nuevo Sol depreciated against the U.S. Dollar by 9.6% in 2013
and by 6.4% in 2014. If the Peruvian Nuevo Sol were to depreciate significantly against the U.S. Dollar, it would reduce
the U.S. dollar equivalent value of Tariff collections and thus the U.S. Dollar amounts on deposit in the Project Trust
available to be used to pay RPI-CAOs. This (a) would increase the likelihood of RPI-CAO payment shortfalls and
consequently the need for the Grantor to take all necessary budgetary actions to provide for the transfer into the Project
Trust of any amounts required to cover any RPI-CAO payment shortfall, and (b) could materially and adversely affect the
ability of the Grantor to budget and pay for the Purchased RPI-CAOs, which could materially and adversely affect the
ability of the Issuer to make payments on the Notes. If the Grantor fails or is unable to take such actions, it could have a
material adverse effect on the ability of the Issuer to make payments on the Notes. See “—The Grantor may fail to
perform its obligations with respect to RPI-CAOs.”

In addition, economic circumstances that could lead to a depreciation of the Peruvian Nuevo Sol would be the
decline of Peruvian foreign reserves to inadequate levels. There can be no assurance that Peru will be able to maintain
adequate foreign reserves to meet its foreign currency denominated obligations, including those under the RPI-CAOs, or
that the Peruvian Nuevo Sol will not depreciate should Peru’s foreign reserves decline.

Any downgrade in the credit rating of Peru could impact the rating of the Notes or adversely affect the market price of
the Notes

Peru’s long term debt denominated in foreign currency is rated “A3” by Moody’s and “BBB+” by S&P and
Fitch. Although Moody’s, S&P and Fitch maintain a stable outlook, there can be no assurance that Peru’s credit rating
will not be downgraded in the future. Given that the Grantor is the obligor of the RPI-CAOs and that the payments on the
Purchased RPI-CAOs will be used to repay the Notes, any downgrade of Peru’s credit rating could lead to a downgrade
of the rating of the Notes, which could have a material adverse effect on the market price of the Notes.

Because Peru is a sovereign state and the MEF and the MTC are governmental entities of Peru, the commencement
of arbitration and the enforcement of any arbitral award or court judgment against them are subject to conditions and
limitations

Peru is a sovereign state and the MEF and the MTC are governmental entities of Peru. Consequently, the
commencement of arbitration and the enforcement of any arbitral award or court judgment against them is subject to
conditions and limitations.

In accordance with current Peruvian law, RPI-CAO Titleholders are entitled to initiate international arbitration
proceedings against the Grantor before the ICSID, in Washington D.C., for any failure by the Grantor to make RPI-CAO
payments when due, in accordance with the corresponding RPI-CAO Certificates and the Concession Agreement.
However, the commencement of any such proceedings is subject to the amount in dispute exceeding U.S.$30.0 million
(or its equivalent in Peruvian Nuevos Soles) and the expiration of a six-month period of direct negotiations (trato directo)
between the parties without the dispute being resolved. Consequently, RPI-CAO Titleholders will be obligated to
negotiate with the Grantor for a six-month period prior to formally initiating an international arbitration proceeding
against it.

There can be no assurance that applicable Peruvian law will not be amended or repealed in the future in such a
manner that RPI-CAO Titleholders would no longer be legally entitled to initiate such international arbitration
proceedings against the Grantor. Moreover, there can be no assurance that the Grantor would not take the view that only
the Concessionaire or the Peruvian Trustee have the right to institute proceedings against it for failure to provide the
required funds for RPI-CAO payments.

Because Peru is a sovereign state and the MEF and the MTC are governmental entities of Peru, it may be
difficult to enforce arbitration awards or court judgments rendered in the United States or elsewhere against Peru, the
MEF or the MTC. No treaty currently exists between the United States and Peru providing for the reciprocal enforcement
of foreign judgments. Peruvian courts, however, may enforce (a) arbitration awards rendered in the United States by
virtue of the New York Convention, and (b) judgments rendered in the United States by virtue of the legal principles of
reciprocity and comity; provided that the requirements for the recognition and execution of foreign judgments under
Article 2104 of the Peruvian Civil Code are fulfilled. In addition, such U.S. judgments are subject to Peruvian judicial

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review exclusively in order to ascertain that principles of due process and public policy have been respected and will be
enforced.

Under the U.S. Foreign Sovereign Immunities Act of 1976, it may not be possible to enforce a judgment against
the Grantor in the United States. There can be no assurance that the Grantor will not seek to assert its sovereign
immunity in the future. In addition, under Peruvian law, the property and revenues of the Grantor destined to the
rendering of public services in Peru may not be subject to any security attachment.

Any such difficulty in enforcing arbitration awards or court judgments or claim of sovereign immunity could
materially and adversely affect the ability of the Issuer to enforce and obtain payment of the Purchased RPI-CAOs if the
Grantor was to default on such payment, which could material and adversely affect the ability of the Issuer to make
payments on the Notes.

Not all claims for unpaid RPI-CAOs can be made through international arbitration, and the Concession Agreement
provides for negotiation periods which could delay the commencement of legal proceedings against the Grantor

The Concession Agreement provides that legal proceedings for claims equal to or below U.S.$30.0 million (or
its equivalent in Peruvian Nuevos Soles) are subject to local arbitration, whereas legal proceedings for claims above
U.S.$30.0 million (or its equivalent in Peruvian Nuevos Soles) can be subject to international arbitration, as further
described herein. See “Description of Principal Project Documents—The Concession Agreement—Applicable Law and
Dispute Resolution.” Accordingly, any claim made by any RPI-CAO Titleholder against the Grantor, such as for non-
payment of RPI-CAOs, would be subject to local or international arbitration depending on the above mentioned rules
specified in the Concession Agreement. For example, if the Grantor fails to make an RPI-CAO payment when due but
the unpaid amount is equal to or less than U.S.$30.0 million (or its equivalent in Peruvian Nuevos Soles), then the
applicable RPI-CAO Titleholder(s) will be entitled to sue the Grantor through local arbitration, unless (i) the unpaid RPI-
CAO amount plus unpaid defaulted interest thereunder exceeds U.S.$30.0 million (or its equivalent in Peruvian Nuevos
Soles), or (ii) the Grantor fails to make more than one RPI-CAO payment and the aggregate unpaid amount exceeds
U.S.$30.0 million (or its equivalent in Peruvian Nuevos Soles), in which case the applicable RPI-CAO Titleholder(s) will
be entitled to initiate international arbitration against the Grantor. RPI-CAO Titleholders therefore do not have a right to
sue the Grantor in international arbitration in all cases.

In addition, the Concession Agreement provides for certain negotiation periods to be observed (trato directo)
prior to any arbitration proceedings being commenced, as further described herein. See “Description of Principal Project
Documents—The Concession Agreement—Applicable Law and Dispute Resolution.” The requirement to negotiate for
the specified periods prior to commencing arbitration proceedings could have a material adverse effect on the ability of
any RPI-CAO Titleholder to obtain recoveries from the Grantor and could allow the Grantor time to deal with its assets
and affairs in a manner which could be adverse to RPI-CAO Titleholders, including the Issuer.

The Grantor may make payment of RPI-CAOs on an enforcement outside of the Project Trust

Pursuant to the Concession Agreement, the Grantor is obliged to make payment of RPI-CAOs through the
deposit of funds in the RPI Account in the Project Trust. However, if the Grantor fails to make such deposit and is sued
by any RPI-CAO Titleholder, it is possible that the relevant RPI-CAO Titleholder could obtain payment of the defaulted
RPI-CAO payments outside of the Project Trust. If that occurs, such RPI-CAO Titleholder would not be obliged to share
any such recovered payment with any other RPI-CAO Titleholder. Accordingly, given that the Issuer will not purchase
all RPI-CAOs to be generated in connection with the Project and there will be other RPI-CAO Titleholders in addition to
the Issuer, the Issuer may be prejudiced if other RPI-CAO Titleholders receive direct payment from the Grantor prior to
the Issuer in an enforcement scenario. Any such prior payment to another RPI-CAO Titleholder could result in the
Grantor having insufficient funds to make payment to the Issuer, which could materially and adversely affect the ability
of the Issuer to make payments on the Notes.

Peruvian governmental entities may exceed the limit set forth by Peruvian law for assuming firm and contingent
obligations related to public-private partnerships

Pursuant to article 13 of Legislative Decree 1012, the accumulated stock of all firm and contingent obligations
(net of any income) of all non-financial Peruvian governmental entities (such as the MTC) arising from public-private
partnerships (“PPPs”), calculated at a net present value, may not exceed, cumulatively, 12% of Peru’s GDP. This limit
applies to all payment obligations of all non-financial Peruvian governmental entities, such as RPI-CAOs, and is
calculated twice per year and upon issuance by the MEF of an opinion as to the final version of a PPP agreement (as
required by Peruvian law).

In order to determine if such threshold has been exceeded, the MEF compares the accumulated stock of all firm
and contingent obligations, discounted to present value using the Tasa Equivalente del Costo de la Deuda Soberana as a
discount rate (which is a U.S. Dollar interest rate that represents the cost of Peruvian sovereign debt at a certain
calculation date, as detailed in Ministerial Resolution No. 048-2015-EF/52), against Peru’s projected GDP for the then-

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current year. Although the Grantor may not enter into any additional PPP agreements in the event such limit has been
exceeded, no assurance can be given that the Grantor will not exceed this limit. If the Grantor were to exceed this limit, it
would remain obligated to perform its obligations under all previously executed PPP agreements, including the
Concession Agreement. Nevertheless, the Grantor’s exceeding such limit could have a material adverse effect on its
ability to perform its obligations under the Concession Agreement with respect to the payment and budgeting of RPI-
CAOs and thus affect the ability of the Issuer to make payments on the Notes. See “—The Grantor may fail to perform
its obligations with respect to RPI-CAOs.” The MEF may revise the limit every three years, having revised it from 7% to
12% on December 31, 2014 pursuant to Supreme Decree 376-2014-EF. The next revision is available in 2017.

Risks Relating to the generation of RPI-CAOs and the Concessionaire

The Concessionaire is an entity created for the sole purpose of serving as concessionaire of the Project and has
limited sources of funds

The Concessionaire was created by the Shareholders for the sole purpose of acting as concessionaire of the
Project. As such, the Concessionaire does not have any prior operating activities or have any substantial assets or
revenues other than the compensation it is entitled to receive under the Concession Agreement and the Project Trust
Agreement, and its rights under the Transaction Documents to which it is or will be party (including its rights to receive
compensation under the Concession Agreement) and the financing agreements it intends to enter into in connection with
the financing of the Project, as well as limited equity funding commitments from the Shareholders. See “The Project and
Financing for the Project—Financing for the construction and development of the Project—Financing Plan.” There can
be no assurance that any such financing arrangements will be obtained or that funds will be made available to the
Concessionaire as and when required, or will be available to the Concessionaire at any time, so as to enable the
Concessionaire to construct and develop the Project, carry on its business and make payment of its obligations. Any such
financing arrangements or Transaction Documents may terminate early, including the Concession.

In addition, all of the Concessionaire’s material bank accounts will be pledged in favor of the lenders under the
Construction Facility and may be blocked in accordance with the terms of the Construction Facility, which are currently
under negotiation and subject to change. None of the Shareholders are guaranteeing the payment or performance of the
Concessionaire’s obligations under the Principal Finance Agreements. In addition, the Concessionaire’s ability to borrow
money and dispose of its assets to generate cash is expected to be restricted by the terms of the Construction Facility,
which will close at a date following the Closing Date. As a result, the Concessionaire may not have sufficient funds
available to (a) construct and develop the Project, which may lead to the occurrence of a Commitment Termination Event
during the Availability Period, and (b) pay any claims that the RPI-CAO Purchaser or the Issuer, as applicable, may have
against the Concessionaire under the Principal Finance Agreements to which it is party, including in particular monetary
indemnity claims with respect to breach of representation and warranty related to the sale of Purchased RPI-CAOs.

The Concessionaire may not comply with its obligations under the Principal Finance Agreements

The Concessionaire, in its role as CTE Protection Provider, is obliged to pay the CTE Protection Amount upon
the occurrence of a Commitment Termination Event during the Availability Period, unless the CTE Protection Payment
Exemption applies. The obligation of the Concessionaire to make such payment will be collateralized by cash and/or
Protection Letters of Credit. In the event that the obligations are collateralized by Protection Letters of Credit, the CTE
Protection Amount is payable by the Concessionaire and any Approved Protection Letter of Credit Provider fails to
honor a demand for payment, then such failure could have a material and adverse effect on the ability of the
Concessionaire to pay the CTE Protection Amount, which would have a material adverse effect on the ability of the
Issuer to make payments on the Notes. See “—In the event that a Commitment Termination Event occurs and the CTE
Protection Payment has been collateralized by one or more Protection Letters of Credit, an Approved Protection Letter of
Credit Provider may fail to pay or its creditworthiness may deteriorate.” The Concessionaire may not have other sources
of funds from which to be able to pay the CTE Protection Payment, as described above.

The Concessionaire is not providing any collateral to support the payment of any amounts owing under the
Principal Finance Agreements other than with respect to the CTE Protection Amount.

In addition, the Concessionaire may not comply with its other obligations and restrictions under the Principal
Finance Agreements. In particular, the Concessionaire has certain obligations under the RPI-CAO Purchase Agreement
and the Peruvian Trustee Side Letter with respect to further assurances related to Purchased RPI-CAOs, as well as certain
other reporting obligations and indemnity obligations. The failure by the Concessionaire to observe such obligations and
restrictions could have a material adverse effect on the Purchased RPI-CAOs.

The restrictions under the Principal Finance Agreements that are imposed on the activities of the Concessionaire are
limited

The Principal Finance Agreements place certain restrictions with respect to the Concessionaire’s business and
activities. However, they do not restrict the Concessionaire from raising debt, granting liens over its assets or taking other

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actions or agreeing to obligations that could adversely affect the creditworthiness of the Concessionaire or that could
affect its ability to construct and develop the Project and generate the RPI-CAOs. Accordingly, there can be no assurance
that the Concessionaire will not take any such actions that could adversely affect the creditworthiness of the
Concessionaire and its ability to pay any claims that the RPI-CAO Purchaser or the Issuer, as applicable, may have
against the Concessionaire under the Principal Finance Agreements to which it is party, including in particular monetary
indemnity claims with respect to breaches of representations and warranties related to the sale of RPI-CAOs to the RPI-
CAO Purchaser. For example, it is expected under the terms of the Construction Facility, which is currently under
negotiation, that the Concessionaire’s ability to borrow money and dispose of its assets to generate cash will be restricted.
In addition, it is expected, thereunder, that the Concessionaire will grant liens over substantially all of its assets to the
lenders. See “—The Concessionaire is an entity created for the sole purpose of serving as concessionaire of the Project
and has limited sources of funds” and “—It is expected that the Concessionaire will grant liens over substantially all of
its assets to the lenders under the Construction Facility, which is currently under negotiation, and that the Shareholders
will grant liens over all of their shares in the Concessionaire to the lenders under the Construction Facility.”

It is expected that the Concessionaire will grant liens over substantially all of its assets to the lenders under the
Construction Facility, which is currently under negotiation, and that the Shareholders will grant liens over all of their
shares in the Concessionaire to the lenders under the Construction Facility

It is expected that the Concessionaire will grant liens over substantially all of its assets in favor of the lenders
under the Construction Facility, including RPI-CAOs that will be purchased by the Issuer. In addition, it is expected that
the Shareholders will grant liens over all of their shares in the Concessionaire in favor of the lenders under the
Construction Facility. Accordingly, if any such security interests became enforceable, then the business or assets of the
Concessionaire could become under the control of the lenders under the Construction Facility and its ability to sell RPI-
CAOs could become restricted. Such enforcement could (a) materially and adversely affect the ability of the
Concessionaire to construct and develop the Project and sell RPI-CAOs, which may lead to the occurrence of a
Commitment Termination Event during the Availability Period, and (b) have a material adverse effect on the ability of
the RPI-CAO Purchaser, the Issuer or any other person or entity to receive payments of amounts owed by the
Concessionaire under the Principal Finance Agreements, including indemnity claims for breaches of representations and
warranties with respect to the sale and purchase of RPI-CAOs sold under the RPI-CAO Purchase Agreement. The
Construction Facility is currently under negotiation and the terms thereof are subject to change. No assurance can be
given that the Construction Facility will be agreed and executed in the terms described in these Listing Particulars or that
it will close immediately after the Closing Date.

In addition, the Principal Finance Agreements do not prohibit the Concessionaire or the Shareholders from
entering into other financing obligations or other arrangements which could have risks similar to those described herein
with respect to the Construction Facility.

The Concessionaire is exposed to construction risks, which could cause delays in the construction of the Project and
the generation of the RPI-CAOs, and a Commitment Termination Event

Construction of the Project is anticipated to be complex, involving the construction of an underground railway
and corresponding subway stations. As such, the Project involves many common construction risks, including potential
labor shortages, work stoppages, labor union disputes, construction accidents, weather interference, engineering,
environmental permitting or geological problems, delays in the delivery of equipment and supplies, and lack of adequate
and qualified personnel to execute the Project.

In addition to common construction risks, because the Concession Areas lie on land with legal or physical
encumbrances or that are owned or occupied by third parties and inhabited on the surface by the local population, the
Project is dependent on the obligation of the Grantor to deliver, acquire, expropriate or establish the necessary easements
over the Concession Areas for the Concessionaire to build the underground railway and stations as provided in the
Concession Agreement. However, the Grantor may experience delays in delivering land to the Concessionaire, as has
already occurred with respect to the delivery of land required for the Project. See “The Project and Financing for the
Project—The Project.”

Any of these events could lead to delays attributable to the Grantor in completion of the construction of the
Project, a consequent delay in the issuance of the Works Progress Certificates and vesting of the corresponding RPI-
CAOs, as well as a Commitment Termination Event.

The Concessionaire has entered into the EPC Contract with the EPC Contractor. In addition, certain services
required for the completion of the Works and the Rolling Stock Supply and the operation and maintenance of Line 2 and
the Faucett-Gambetta Branch, such as electricity or security services, will be provided by private companies,
subcontracted, or provided by other third parties. The acts or omissions of these third parties related to the services
provided by them may be beyond the Concessionaire’s control. Any disruption in or failure to perform such services

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could have a material adverse effect on the operations and business of the Concessionaire and the Concessionaire’s
ability to perform its obligations under the Concession and may expose the Concessionaire to fines and penalties.

The Project may be adversely affected by events outside the control of the Concessionaire, including
earthquakes, natural disasters, floods, strikes, war and terrorism. The occurrence of an earthquake or any other natural
disaster could delay the construction of the Project or suspend the operation of Line 2 and the Faucett-Gambetta Branch.
In addition, any archeological findings in the areas where the Project is intended to be constructed or during excavation
works would require the Concessionaire to suspend its activities and notify the relevant governmental authorities in order
for the corresponding studies and recovery activities to be carried out. There is no assurance that there will not be any
archeological findings, and thus there is no assurance that the effects of such findings would not materially and adversely
affect the Project.

The occurrence of any of the above mentioned construction related risks could result in unforeseen delays and
increased costs in excess of the budget for the Project which would have an adverse impact on the Concessionaire’s
ability to meet the scheduled milestones for the Project related to the issuance of RPI-CAOs. This could result in the
occurrence of a Commitment Termination Event during the Availability Period.

The Concessionaire has not secured all sources of financing required to finance the Project, and the failure to do so
by the deadline specified in the Concession Agreement could result in the termination of the Concession

Pursuant to the Concession Agreement, the Concessionaire is obliged to secure financing for the RPI component
of the Project by October 28, 2015 (as such term has been extended from April 28, 2015 by the MTC at the request of the
Concessionaire). In addition to the Notes offered hereby, in order to secure such financing the Concessionaire expects to
obtain financing from further RPI-CAO purchase facilities that will provide net proceeds from the sale of RPI-CAOs
(that are not monetized with the proceeds of the Notes) in an aggregate approximate amount of U.S.$701.1 million. If
the Concessionaire fails to achieve this financial closing, the Grantor would be entitled to terminate the Concession.
Termination of the Concession could result in the occurrence of a Commitment Termination Event during the
Availability Period.

The Concessionaire operates in a highly regulated environment and the Concessionaire’s ability to construct the
Project and generate the RPI-CAOs could be adversely affected by actions by regulators and competent administrative
authorities

The Concessionaire’s activities are subject to comprehensive transportation, environmental, safety, labor and tax
regulations, as well as supervision and regulation by the Grantor, OSITRAN, the Metropolitan Municipality of Lima,
District Municipalities, the AATE (Autoridad Autónoma del Sistema Eléctrico de Transporte Masivo de Lima y Callao)
and other competent administrative authorities. The Concessionaire has no control over actions of the regulators or
administrative authorities, and no assurance can be given as to how such actions or the interpretation of applicable laws
and regulations by them may affect the construction of the Project and the operation of Line 2 and the Faucett-Gambetta
Branch. In addition, the cost of complying with these laws and regulations can be substantial and can cause substantial
scheduling delays. Moreover, Peruvian governmental agencies could take enforcement action against the Concessionaire
for its failure to comply with their regulations or with the obligations set forth in the relevant licenses. These enforcement
actions could include, among other things, the imposition of fines, civil liabilities, criminal sanctions and revocation of
licenses. No assurance can be given that future changes to existing laws and regulations, or stricter interpretation or
enforcement of existing laws and regulations, will not impair the Concessionaire’s ability to comply with such laws and
regulations or increase its compliance costs. The actions of any regulators or authorities, or any changes to any laws or
regulations, could have a negative impact on the Concessionaire’s ability to meet the scheduled milestones for the Project
related to the issuance of Works Progress Certificates and vesting of the corresponding RPI-CAOs. Failure to meet such
milestones could result in the occurrence of a Commitment Termination Event during the Availability Period.

The process for the integration of Line 2 and the Faucett-Gambetta Branch with the other lines of the Lima and
Callao Metro Network has not been established and it is unclear how it will impact the Concession Agreement and
Project Trust Agreement

The Government of Peru plans to establish up to six subway lines in the provinces of Lima and Callao, which
are intended to function as a single integrated transport service. Pursuant to the Concession Agreement, the MTC will
coordinate and enter into any agreements necessary to achieve physical, technological and operational integration of Line
2 and the Faucett-Gambetta Branch of the Lima and Callao Metro (including the collection and distribution of Tariffs)
with (i) Line 1 of the Lima and Callao Metro Network, (ii) future lines of the Lima and Callao Metro Network, and (iii)
potentially other means of mass transportation in Lima and Callao. The Concession Agreement provides that any such
integration will not affect payment of the RPI-CAOs or any other payment obligation of the MTC under the Concession
Agreement, and that the MTC will provide the Concessionaire with the funds required to achieve such integration.

However, the Concession Agreement does not include any details on how the MTC would structure or
implement any integration of Line 2 and the Faucett-Gambetta Branch with the remainder of the Lima and Callao Metro

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Network. Any such integration may include amendments to the Concession Agreement and/or the Project Trust
Agreement. Consequently, if the Grantor requires an amendment to the provisions of the Concession Agreement and/or
the Project Trust Agreement to implement such integration as described above, there can be no assurance that any such
amended provisions would not have a material adverse impact on the Concessionaire’s ability to generate and sell RPI-
CAOs as contemplated to the RPI-CAO Purchaser. This could result in the occurrence of a Commitment Termination
Event during the Availability Period.

In the event of insolvency of the Concessionaire or the RPI-CAO Purchaser, as applicable, a court may seek to
recharacterize the sale of Purchased RPI-CAOs as secured loans and subject to bankruptcy or insolvency proceedings
of the Concessionaire or the RPI-CAO Purchaser, as applicable

Although the Concessionaire and the RPI-CAO Purchaser have been advised by their Peruvian, Cayman Islands,
Delaware and New York counsel that the sale and transfer of the RPI-CAOs under the RPI-CAO Purchase Agreement
would be recognized as a true sale transaction by a court in the relevant jurisdiction, there is no legal precedent
supporting such advice and no assurance can be given that a court in such jurisdiction would consider such a transfer as a
true sale transaction in the context of bankruptcy or insolvency proceedings of the Concessionaire or the RPI-CAO
Purchaser. A court of the Cayman Islands, the State of Delaware or of the State of New York could elect to recharacterize
such sale and transfer of RPI-CAOs as a security assignment by the Concessionaire to the RPI-CAO Purchaser.

In the event of any such recharacterization, the applicable security interest could be subject to the bankruptcy or
insolvency proceedings of the Concessionaire and the RPI-CAO Purchaser, which may result in delayed enforcement or
recoveries or subject the security interests to priority interests of preferred creditors, which could have a material adverse
effect on the ability of the Issuer to make payments on the Notes.

Certain actions of the Shareholders may require the Grantor’s consent, which may be delayed or withheld

Certain actions of the Shareholders, including any merger, consolidation, divestiture or corporate reorganization,
may require the consent of the Grantor, which consent may be delayed or withheld. See “Description of Principal Project
Documents—The Concession Agreement—Changes to certain of the parties involved in the Project.” If any of the
following events occur without the prior authorization of the Grantor, such events would constitute a material breach of
contractual obligations by the Concessionaire, which would entitle the Grantor to terminate the Concession Agreement:
(i) reductions in the equity participation of the shareholders of the members of the EPC Contractor, of the Rolling Stock
Provider or the Technical Assistance Provider, who qualified with the prequalification requirements for the bidding
process for the award of the Concession Agreement, if any, (ii) the replacement of the EPC Contractor, the Rolling Stock
Provider or the Technical Assistance Provider without the authorization of the Grantor, or (iii) the failure to comply with
the provisions of the Concession Agreement for the participation of the Strategic Partner or the transfer of the Strategic
Partner’s equity participation in the Concessionaire in breach of the provisions of the Concession Agreement.

Risks relating to the Peruvian Trustee

Failure or delay by the Peruvian Trustee to comply with its obligations under the Project Trust Agreement or the
Peruvian Trustee Side Letter

The Peruvian Trustee may fail to comply with its obligations to make the RPI-CAO payments to the RPI-CAO
Titleholders, including the Issuer, when due from the Project Trust Accounts. Any such failure or any delay in so
complying could have a material adverse effect on the ability of the Issuer to make payments on the Notes.

The accounts held by the Peruvian Trustee under the Project Trust, as account bank for such accounts, would be
subject to the claims of certain other creditors of the Peruvian Trustee in the event of a bankruptcy of the Peruvian
Trustee and there may be delays in recovering any amounts on deposit in such accounts

All payments to be made under or in connection with the Concession Agreement (such as RPI-CAO payments),
as well as certain cash flows derived from the Concession Agreement (such as Tariffs), are administered through the
Project Trust. The Project Trust is a Peruvian trust estate that was created under the Project Trust Agreement, whose
establishment was approved by the Grantor through Supreme Decree No. 008-2014-MTC, dated July 11, 2014. The
assets and liabilities of the trust estate are legally separate from the assets and liabilities of the Concessionaire, the
Peruvian Trustee and the Grantor, each a party to the Project Trust Agreement, and thus are protected from any
bankruptcy risk of such parties. However, the Peruvian Trustee will open the Project Trust Accounts in a Peruvian
financial institution, in the name of the Project Trust, where all such payments and cash flows will be deposited during
the term of the Project Trust in order to satisfy the payment obligations derived from the Concession Agreement. As of
the date of these Listing Particulars such financial institution is Citibank del Perú S.A., the entity acting as Peruvian
Trustee.

In an event of dissolution and liquidation of the financial institution in which the Project Trust Accounts have
been opened, amounts on deposit in such accounts will be subject to the legal regime applicable to the dissolution and

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liquidation of Peruvian financial institutions set forth in the Peruvian Banking Law (Ley General del Sistema Financiero
y del Sistema de Seguros y Orgánica de la Superintendencia de Banca y Seguros, Law 26702) and the regulations
thereunder. Pursuant to the Peruvian Banking Law and the regulations thereunder, in the event of the dissolution and
liquidation of a financial institution regulated thereby, such as the Peruvian Trustee or any other Peruvian financial
institution where the Project Trust Accounts were to be opened, funds held by such financial institution as deposits and
other types of saving instruments will be recovered by the owner in the second order of preference within the liquidation
procedure, after the payment of labor claims (which include employee remunerations, social benefits, contributions to
private and public pension systems, retirement pensions and other labor claims against the entity). Therefore, in the event
of bankruptcy of the Peruvian Trustee, any amounts on deposit in the Project Trust Accounts would be subject to such
labor claims. Furthermore, the recovery of any amounts on deposit in such accounts would be subject to sufficient funds
being available and probable delays as a result of the dissolution and liquidation procedure.

Risks Relating to the Issuer and the RPI-CAO Purchaser

The Issuer and the RPI-CAO Purchaser are entities created for the purpose of issuing the Notes and the purchase and
sale of RPI-CAOs, respectively, and consequently have limited sources of funds and assets

The Issuer and the RPI-CAO Purchaser are entities created for the purpose of issuing the Notes and the purchase
and sale of RPI-CAOs, respectively, for the financing of the Project. Neither the Issuer nor the RPI-CAO Purchaser have
any prior operating activities or have any substantial assets other than the Collateral and their respective rights with
respect to the RPI-CAO Purchase Agreement, the Issuer Purchase Agreement, the Purchased RPI-CAOs and the Project
Trust Agreement (as applicable). RPI-CAO payments are expected to be the Issuer’s principal source of revenues. The
purchase of RPI-CAOs will not give the Issuer or the RPI-CAO Purchaser any rights to other amounts received by the
Concessionaire under the Concession Agreement (including PPOs, PPMRs and RPMOs, among others). If the Grantor
fails to perform the necessary budgetary actions to provide for the transfer of any amounts required to cover any RPI-
CAO payment shortfall, neither the Issuer nor the RPI-CAO Purchaser will be entitled to other amounts that the
Concessionaire may receive or that the Grantor may be required to pay under the Concession Agreement, the Project
Trust Agreement or from any other sources of revenue of the Concessionaire. Any shortfall in payments under the
Purchased RPI-CAO payments would have a material adverse effect on the ability of the Issuer to make payments under
the Notes.

Withholding may be imposed on payments on or with respect to the Notes under the U.S. Foreign Account Tax
Compliance Act

Provisions under the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulations
thereunder, commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”), generally may impose
withholding at a rate of 30% on certain U.S. source income (including interest and dividends) and gross proceeds from
any sale or other disposition after December 31, 2016, of property that can produce U.S. source interest or dividends
(“withholdable payments”) paid to a “foreign financial institution” or a “nonfinancial foreign entity” (each as defined in
the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the
nonfinancial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the
Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial
institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign
financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an
agreement (an “FFI Agreement”) with the U.S. Internal Revenue Service (the “IRS”) requiring, among other things, that
it undertake to identify accounts held by certain “specified United States persons” or “U.S. owned foreign entities” (each
as defined in the Code) and annually report certain information about such accounts. Foreign financial institutions subject
to an FFI Agreement are further required to withhold a tax equal to 30% of withholdable payments and “foreign passthru
payments” (generally, withholdable payments and payments that are attributable to withholdable payments) made to an
account holder (a) if such account holder fails to provide information or take other actions required for the foreign
financial institution to comply with its FFI Agreement, including, in the case of a non-U.S. account holder, providing
information regarding “U.S. owned foreign entities” (and, in certain circumstances, obtaining waivers of non-U.S. law to
permit reporting) or (b) if the account holder is a foreign financial institution, unless the account holder (i) is subject to an
FFI Agreement, (ii) establishes that an exemption applies, or (iii) is in compliance with FATCA pursuant to an
intergovernmental agreement between the United States and another jurisdiction to implement FATCA (an “IGA”).

The United States has entered into an IGA with the Cayman Islands (the “U.S. IGA”), which modifies the
FATCA withholding regime described above. Specifically, Cayman Islands Financial Institutions (as defined in the U.S.
IGA) are not required to enter into an FFI Agreement (and withhold on withholdable payments or “foreign passthru
payments”) but are instead required to comply with the IGA and Cayman Islands law implementing the U.S. IGA. See
“Taxation—Certain Cayman Islands Tax Considerations—Compliance by the Issuer with the Tax Information Authority
Law (2014 Revision) together with regulations and guidance notes made pursuant to such Law.”

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 The Issuer intends to take the position that it is a “foreign financial institution” subject to the diligence, reporting
and withholding obligations imposed by FATCA and the U.S. IGA on Cayman Islands Financial Institutions and expects
to comply with the requirements under FATCA and the U.S. IGA. For this purpose, the Notes will be “accounts” and
investors will be “account holders” – unless the Notes are “regularly traded” on an “established securities market” (each
as defined in the Code).

The future application of withholding under FATCA (including under the “foreign passthru payments” rule) is
uncertain and may be subject to significant modifications. If any FATCA withholding is imposed with respect to any
payment on the Notes, no additional amounts will be payable with respect to such withholding. Prospective investors
should consult their tax advisors regarding the potential impact of FATCA, the U.S. IGA and any non-U.S. legislation
implementing FATCA, on their investment in the Notes.

Income derived by the Issuer may be subject to taxes in the future

The Issuer will derive income from various sources, including income from the Purchased RPI-CAOs. The
Issuer does not expect to be subject to U.S. federal income tax or Peruvian income tax with respect to its income. As to
taxation in the Cayman Islands, the Cayman Islands government has issued an undertaking that exempts the Issuer from
income taxes in the Cayman Islands for 20 years, beginning in 2014. However, in the future, income derived by the
Issuer, directly or indirectly, may become subject to taxes imposed by the United States, Peru or other countries. None of
the Concessionaire, the Shareholders, nor the EPC Contractor has provided for any indemnity to the Issuer in the event it
is required to pay income taxes. If the income derived by the Issuer becomes subject to income taxes in any such
jurisdiction, the Issuer may be required to use funds allocated to the purchase of Eligible RPI-CAOs to pay principal and
interest on the Notes when due in order to discharge any such tax liability, which would have a material adverse effect on
the ability of the Issuer to make payments under the Notes.

There could be withholding taxes imposed in the future on interest payments under the Notes and Holders will not be
indemnified with respect to any such withholding taxes

Under the laws of the Cayman Islands, there is currently no withholding tax imposed on interest payments under
the Notes. If, however, the laws in the Cayman Islands were to change such that the Issuer would be required to deduct
or withhold any taxes, duties, assessments or governmental charges in respect of interest payments under the Notes, the
Issuer would be required to make such payments net of those taxes, duties, assessments or governmental charges. The
Issuer has no obligation to “gross up” or pay any additional amounts to the Holders in respect of any such withholding or
deductions, which would have a material adverse effect on the ability of the Issuer to make payments under the Notes.

Risks Relating to the Notes

In the event that a Commitment Termination Event occurs during the Availability Period and the CTE Protection
Payment Exemption applies, Holders will not receive the CTE Protection Amount, which will materially and adversely
affect the ability of the Issuer to make payments on the Notes

Upon the occurrence of a Commitment Termination Event during the Availability Period, the Notes will be
subject to partial or total redemption, depending on whether any Eligible RPI-CAOs have been purchased by the Issuer at
the time when the Commitment Termination Event occurred. See “Description of Principal Finance Agreements—RPI-
CAO Purchase Agreement—Commitment Termination Events.” In order to be able to make payments on the Notes in
full upon such partial or total redemption, the Issuer will need to receive the CTE Protection Amount from the CTE
Protection Provider.

However, the CTE Protection Amount will not be payable if the CTE Redemption Event resulted from the
occurrence of the Commitment Termination Event consisting of: (x) any Public External Indebtedness of Peru in an
aggregate amount of not less than U.S.$25.0 million (or its equivalent in any other currency) will have become due and
payable before it would otherwise have been due and payable as a result of, or on the basis of, the occurrence of a
default, event of default or other similar condition or event, or (y) Peru fails to make any payment in respect of its Public
External Indebtedness in an aggregate amount in excess of U.S.$25.0 million (or its equivalent in any other currency).
The occurrence of such Commitment Termination Event would have a material and adverse effect on the ability of the
Issuer to make payments on the Notes because the CTE Protection Amount would not be payable.

In addition, if the Concessionaire elects to extend the Minimum Purchase Dates in accordance with the RPI-
CAO Purchase Agreement but after such extension (a) a Commitment Termination Event occurs during the Availability
Period, and (b) the CTE Protection Payment Exemption applies with respect to such Commitment Termination Event,
then the Holders would suffer greater economic losses than they otherwise would have suffered if the same events in (a)
and (b) had occurred without the Minimum Purchase Date having been extended.

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In the event that a Commitment Termination Event occurs and the CTE Protection Payment has been collateralized
by one or more Protection Letters of Credit, an Approved Protection Letter of Credit Provider may fail to pay or its
creditworthiness may deteriorate

The obligation of the Concessionaire to pay the CTE Protection Amount will be fully collateralized by either
cash collateral and/or one or more Protection Letters of Credit. In the event that the CTE Protection Amount is payable
and one or more Protection Letters of Credit have been provided as collateral, then the Indenture Trustee will be required
to draw on the relevant Protection Letter(s) of Credit in order to ensure payment of the CTE Protection Amount. In the
event that any Approved Protection Letter of Credit Provider fails to pay any amount owing following a demand on the
relevant Protection Letters of Credit, such failure to pay could materially and adversely affect the ability of the
Concessionaire to pay the CTE Protection Amount which, if not paid in full, would materially and adversely affect the
ability of the Issuer to make payments on the Notes.

Although the CTE Protection Agreement provides a mechanism for Protection Letters of Credit to be
maintained with a provider that has a minimum credit rating, there can be no assurance that the credit rating or
creditworthiness of an Approved Protection Letter of Credit Provider will not deteriorate following the issuance of any
such Protection Letters of Credit or that the CTE Protection Provider will comply with its obligation to replace the
relevant Protection Letter of Credit as and when required. The deterioration of the creditworthiness of any Approved
Protection Letter of Credit Provider could therefore have a material adverse effect on the ability of the Concessionaire to
pay the CTE Protection Amount which, if not paid in full, would materially and adversely affect the ability of the Issuer
to make payments on the Notes.

If the Notes are subject to Mandatory Redemption, the Issuer is not required to pay any make-whole premium

Upon the occurrence of a CTE Redemption Event, the Notes will be subject to a partial or total redemption at
par, depending on whether any Eligible RPI-CAOs have been purchased by the Issuer at the time when the Commitment
Termination Event occurred. Upon a Mandatory Redemption, the Issuer is required to redeem the Notes at par plus
accrued interest on the Notes until the date of redemption but without payment of any make-whole premium. In such an
event, there can be no assurance that Holders would be able to find suitable alternative investment opportunities. As a
result, the overall return on their investment may be less than anticipated.

The default rate payable by the Grantor with respect to unpaid amounts of Purchased RPI-CAOs may not be the same
as the default rate payable by the Issuer with respect to unpaid amounts of the Notes

In the event that the Grantor fails to pay any shortfall into the RPI Account to ensure that RPI-CAOs can be paid
in a timely manner as required under the Concession Agreement, the Project Trust Agreement and the related RPI-CAO
Certificate, defaulted interest will accrue at a rate per annum equal to LIBOR plus 2%. Any such default by the Grantor
will materially and adversely affect the ability of the Issuer to make payment on the Notes and will likely result in a
payment default by the Issuer on the Notes. However, the default rate payable by the Issuer with respect to the unpaid
amounts of the Notes will be equal to the coupon on the Notes plus 1% per annum. Accordingly, in the event that the
Grantor defaults with respect to the payment of any Purchased RPI-CAO, it is possible that the contractual amount of
defaulted interest payable by the Grantor under the Concession Agreement could be less than the contractual amount of
defaulted interest payable by the Issuer with respect to the defaulted Note payments, and such mismatch in default rates
could materially and adversely affect the ability of the Holders to make full recovery of Note payments plus defaulted
interest at the default rate specified in the Indenture.

The Notes are only obligations of the Issuer and there is no recourse to the Concessionaire, the Shareholders or any
other person with respect to the Notes

The Notes are solely the obligation of the Issuer, secured solely by the Collateral under the Indenture, with no
recourse to the Concessionaire (except with respect to its obligations under the CTE Protection Agreement in its role as
CTE Protection Provider) or the Shareholders. Following realization and distribution of all proceeds of the Collateral as
applied in accordance with the priority of payments provided under the Security Documents, any and all claims arising
from the Indenture and any other Transaction Document against the Issuer will be extinguished. The Holders will have
no claim or recourse for the payment of any amount owing under the Notes or any other Transaction Document against
any of the Issuer’s, any of the Shareholders’ or the Concessionaire’s officers, members, directors, employees,
securityholders or incorporators or their successors or assigns for any amounts payable under the Notes.

The Notes may be treated as equity of the Issuer for U.S. federal income tax purposes

The Notes will likely be treated as equity of the Issuer for U.S. federal income tax purposes although a
reasonable case can be made that the Notes should be respected as indebtedness of the Issuer for U.S. federal income tax
purposes. Case law supports indebtedness denominated as such where there is an unconditional promise to pay money on
a date certain and, notwithstanding the borrower’s very high debt-equity ratio, there is sufficient collateral to demonstrate
that the indebtedness will be serviced in accordance with its terms. The Issuer will be treated, based on the composition

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of its income, assets and operations, as a passive foreign investment company (“PFIC”) for U.S. federal income tax
purposes for the current taxable year. If the Issuer is a PFIC for any taxable year during which a United States person
holds a Note, certain adverse U.S. federal income tax consequences could apply. See “Taxation—Certain U.S. Federal
Income Tax Consequences—Investment in a Passive Foreign Investment Company.”

There are limitations on the exercise of remedies upon an Event of Default under the Indenture

Subject to certain exceptions, in the event of an acceleration of the maturity of the Notes following an Event of
Default, Holders will only be entitled to receive payments in respect thereof to the extent amounts are available in the
Accounts maintained with the Indenture Trustee, including following enforcement of the Collateral, and to the extent not
required to be applied to other uses. See “Description of the Notes—Events of Default.” None of the Issuer, the
Indenture Trustee or the Holders will be entitled to accelerate payments under the RPI-CAOs.

Legal and practical considerations may limit foreclosure or enforcement of rights

Substantial rights of the Issuer, including its rights as an RPI-CAO Titleholder under the Project Trust
Agreement with respect to Purchased RPI-CAOs, are governed by Peruvian law. The laws relating to trusts and to the
creation and perfection of security interests in Peru differ from those in the United States and may be subject to
restrictions and limitations. These restrictions and limitations may have the effect of preventing, limiting and/or delaying
the enforcement of the Issuer’s rights and may materially impair the claims of the Holders. Any such delay in enforcing
the Issuer’s rights or impairment of the Holders’ claims could also diminish the value of the Holders’ interest in the
Collateral due, among other things, to the existence of other potential creditors and claimants. In addition, the ability of
the Indenture Trustee to require the foreclosure on or otherwise enforce the security and other rights in respect of the
Collateral at the direction of the Holders may be limited by both practical and legal considerations, including restrictions
and delays arising under the laws of foreign jurisdictions and the effect of possible insolvency or similar proceedings
under the laws of any of the jurisdictions of incorporation or organization of any of the entities involved in the collateral
arrangements. As a result, the Indenture Trustee may encounter material limitations or delays in the foreclosure or
enforcement of rights with respect to the Collateral. See “Enforcement of Civil Liabilities.”

The Issuer will have the ability to issue additional notes upon the issuance of additional RPI-CAOs

The Indenture will permit the issuance of additional Series of notes upon the exercise by the Concessionaire of
its option to sell additional RPI-CAOs to the RPI-CAO Purchaser pursuant to the RPI-CAO Purchase Agreement. See
“Description of the Notes—Issuance of Additional Notes.” In the event that the Issuer elects to issue a further series of
notes under the Indenture to finance the purchase of additional RPI-CAOs, the new series of notes would share in the
Collateral under the Indenture.

An active trading market for the Notes may not develop

Currently there is no trading market for the Notes and there is no assurance that a trading market for the Notes
will develop or be maintained. Although application has been made to list the Notes on the Luxembourg Stock Exchange
and to trade the Notes on the Euro MTF market, there can be no assurance that the application will be accepted. If a
trading market for the Notes were to develop, the Notes may trade at a discount from their initial offering price,
depending upon many factors, including prevailing interest rates, the trading market for similar securities, general
economic conditions and the Issuer’s financial condition. The Initial Purchasers are not under any obligation to make a
market with respect to the Notes. Accordingly, no assurance can be given as to the development or liquidity of any
trading market for the Notes. If an active market for the Notes does not develop or is interrupted, the market price and
liquidity of the Notes may be adversely affected.

The Notes will not be freely transferable

The Notes have not been registered under the Securities Act or any state securities laws, and the Issuer is not
required to and currently does not plan on making any such registration. The Notes may not be offered or sold except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and
applicable state securities laws. The Notes may only be sold, pledged or otherwise transferred (a) to the Issuer, (b) to a
“qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, in a transaction meeting the
requirements of Rule 144A under the Securities Act, and to whom notice is given that the resale or other transfer is being
made in reliance on Rule 144A, or (c) outside the United States to a Non-U.S. Person in accordance with Rule 903 or
Rule 904 of Regulation S under the Securities Act and in each case in compliance with the conditions for transfer set
forth herein. See “Transfer Restrictions.”

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The Volcker Rule may adversely affect the ability of particular investors to hold or acquire the Notes, and thus may
limit the ability of investors in the offered Notes to resell the Notes in the secondary market

The Issuer is relying primarily on the exclusions and exemptions from the definition of “investment company”
under the Investment Company Act contained in Section 3(a)(1)(C) and Section 3(c)(5) thereunder. The Issuer was
structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619 of
the Dodd-Frank Act (such statutory provision together with such implementing regulations, the “Volcker Rule”). The
Volcker Rule generally prohibits “banking entities” (which is broadly defined to include U.S. banks and bank holding
companies and many non-U.S. banking entities, together with their respective subsidiaries and other affiliates) from (i)
engaging in proprietary trading, (ii) acquiring or retaining an ownership interest in or sponsoring a “covered fund”, and
(iii) entering into certain relationships with such funds. The Volcker Rule became effective on July 21, 2012, and final
regulations implementing the Volcker Rule were adopted on December 10, 2013 and became effective on April 1, 2014.
Conformance with the Volcker Rule and its implementing regulations is required by July 21, 2015 (or by July 21, 2017 in
respect of investments in and relationships with “covered funds” that were in place prior to December 31, 2013). In the
interim, banking entities must make good-faith efforts to conform their activities and investments to the Volcker Rule.
Under the Volcker Rule, unless otherwise jointly determined by specified federal regulators, a “covered fund” does not
include an issuer that may rely on an exclusion or exemption from the definition of “investment company” under the
Investment Company Act other than the exemptions contained in Section 3(c)(1) and Section 3(c)(7) of the Investment
Company Act. The Issuer believes that regulators will not view the Issuer as a covered fund because it is not relying
solely on an exemptions from registration under Section 3(c)(1) or Section 3(c)(7) of the 1940 Act. However, the general
effects of the Volcker Rule remain uncertain. Any prospective investor in the Notes, including a U.S. or foreign bank or a
subsidiary or other affiliate thereof, should consult its own legal advisors regarding such matters and other effects of the
Volcker Rule.

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 EXCHANGE RATES AND EXCHANGE CONTROLS

Although RPI-CAO payments under the Concession will be made in U.S. Dollars, Tariffs are collected and
deposited by the Concessionaire in Peruvian Nuevos Soles into the Collection Account and will then be converted to U.S.
Dollars by the Peruvian Trustee before the funds are transferred to the relevant Project Trust Account. See “Risk
Factors—Risks Relating to Peru—Weakening of the Peruvian Nuevo Sol against the U.S. Dollar will reduce the value of
Tariff collections when converted into U.S. Dollars, thereby increasing the likelihood of RPI-CAO payment shortfalls
and consequently the need for the Grantor to take budgetary actions to cover such shortfalls.”

Since March 1991, Peru has not applied exchange control practices and there has been a free market for trading
currencies in the country. Currently, investors are allowed to purchase foreign currency at free market exchange rates
through any person or entity.

During the last two decades, the Peruvian currency has experienced significant periods of devaluations.
However, more recently, the Peruvian Nuevo Sol has been relatively stable against the U.S. Dollar. The following table
sets forth the low, high, period-average and period-end rates for the Peruvian Nuevo Sol/U.S. Dollar exchange rate at the
purchasing rate (tipo de cambio compra) for the years ended December 31, 2009 through December 31, 2014 and
through the date indicated in the following table, based on information published by the SBS.

Period Period
Year Ended: Low(1) High(1) Average(2) End
December 31, 2009 ................................................................... 2.852 3.259 3.012 2.890
December 31, 2010 ................................................................... 2.787 2.883 2.825 2.809
December 31, 2011 ................................................................... 2.694 2.833 2.754 2.696
December 31, 2012 ................................................................... 2.571 2.547 2.638 2.551
December 31, 2013 ................................................................... 2.541 2.820 2.723 2.786
December 31, 2014 ................................................................... 2.761 2.990 2.848 2.989

Period Period
Month Ended: Low(1) High(1) Average(3) End
January 31, 2015....................................................................... 2.981 3.056 3.004 3.056
February 28, 2015..................................................................... 3.057 3.094 3.077 3.091
March 31, 2015......................................................................... 3.064 3.100 3.090 3.094
April 30, 2015........................................................................... 3.089 3.132 3.119 3.124
May 31, 2015 ............................................................................ 3.135 3.156 3.149 3.155
June 2015 (through June 21, 2015) .......................................... 3.147 3.165 3.155 3.165
_________
Source: SBS
Notes:
(1) Exchange rates are the actual low and high rates, on a day-to-day basis, for each period.
(2) Calculated as the average of the month-end exchange rates during the relevant period.
(3) Calculated as the average of the daily-end exchange rates during the relevant period.

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 USE OF PROCEEDS

The net proceeds from the issuance and sale of the Notes on the Closing Date, after deducting underwriting
commissions and other transaction costs, are estimated to be approximately U.S.$1,136.3 million.

The net proceeds from the sale and issuance of the Notes will be deposited into the Note Proceeds Account and,
promptly thereafter, the Indenture Trustee will withdraw and transfer such proceeds in the following order of priority:

(i) first, U.S.$274,799,491.31 will be transferred to the IDC Account,

(ii) second, U.S.$8,392,888.57 will be transferred to the Expense Account, and

(iii) third, U.S.$853,150,712.69 will be transferred to the Disbursement Collateral Account.

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 THE PROJECT AND FINANCING FOR THE PROJECT

Bidding Process for the Project

On January 11, 2013, the Grantor published a call for bids for the Project. During the Project’s bidding phase,
there were three qualified bidders. However, only the bidding consortium formed by all the Shareholders submitted a bid
to ProInversión on the required bid date, March 21, 2014. On March 28, 2014, the Project was awarded by ProInversión
to the Shareholders. Pursuant to the bidding terms and conditions, the Shareholders were required to, after being awarded
the Project, incorporate a legal entity under Peruvian law for the sole purpose of serving as the concessionaire of the
Project, which occurred on April 15, 2014. On April 28, 2014, the Concessionaire and the Grantor entered into the
Concession Agreement, through which the Concession was granted to the Concessionaire.

The Project

Pursuant to the Concession Agreement, the Concessionaire has been awarded the Concession for the Project,
which consists of (i) Line 2, and (ii) the Faucett-Gambetta Branch.

Located in Lima and Callao in Peru, Line 2 (L2 in the map below) and the Faucett-Gambetta Branch (shown as
part of L4 in the map below) will form part of the Lima and Callao Metro Network, which contemplates six
interconnecting metro lines as shown in the map below, of which Line 1 (L1 in the map below) has already been
constructed and began initial operations in January 2012, becoming fully operational in July 2014. According to
ProInversión, Lines 3, 5 and 6 (L3, L5 and L6 in the map below) and the remainder of Line 4 (L4 in the map below) will
be tendered pursuant to future public bid processes.

The map below shows the planned Lima and Callao Metro Network on a fully operational basis:

Source: MTC

The Project will involve Construction Works, Electromechanical Equipping, Systems Equipping and Rolling
Stock Supply. The EPC Contractor has agreed to perform all such construction and supply for the Concessionaire
pursuant to the EPC Contract.

In addition, the Concessionaire may execute Additional Works, provide Additional Rolling Stock Supply and
perform complementary services or optional services pursuant to the Concession Agreement.

The Project is part of the Special Project of the Mass Transit Electrical System of Lima and Callao (Proyecto
Especial Sistema Eléctrico de Transporte Masivo de Lima y Callao), originally created by Supreme Decree 001-86-
MIPRE as approved by Law 24565, dated October 30, 1986, which also created the AATE (Autoridad Autónoma del

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Sistema Eléctrico de Transporte Masivo de Lima y Callao), the supervising authority for the Special Project of the Mass
Transit Electrical System of Lima and Callao. The Lima and Callao Metro Network was created through Supreme
Decree 059-2010-MTC dated December 23, 2010, as amended.

The map below sets out the route and the stations that will comprise the Line 2 and the Faucett-Gambetta
Branch:

Source: ProInversión

Construction for the Project is divided into two phases (the first of which consists of two sub-phases). As of the
date of these Listing Particulars, construction of the segment of track from the Mercado de Santa Anita Station to the
Evitamiento Station has begun and the demolition of existing structures in the Patio Taller de Santa Anita has been
completed. Construction in all other parts of the Project is pending delivery by the Grantor of the Concession Areas
where the Project will be built, because certain land forming part of the Concession Areas have not been delivered by the
Grantor within the timeframe required under the Concession Agreement together with satisfaction of certain other
requirements set forth in the Concession Agreement.

As of the date of these Listing Particulars the Grantor is delayed in delivering certain Concession Areas. The
delays in the construction schedule, estimated as of the date of these Listing Particulars, are reflected in the Project’s
expected RPI-CAO generation schedule for the generation of Base RPI-CAOs that has been used to structure the
Minimum Purchase Dates for RPI-CAOs. Given that these delays are attributable to the Grantor, the Concessionaire is
analyzing the rights it may exercise under the Concession Agreement, such as a request for extending the term for
executing the Works.

For additional information on the Project and on the risk of delays by the Grantor in delivering the land that
forms part of the Concession Areas, see “Description of Principal Project Documents—The Concession Agreement” and
“Risk Factors—The Concessionaire is exposed to construction risks, which could cause delays in the construction of the
Project and the generation of the RPI-CAOs”, respectively.

Additionally, certain Rolling Stock Supply Advances have been completed and certain Construction Works
have been executed in connection with the Project. As a result, as of the date of these Listing Particulars, the Grantor has
paid the Concessionaire (i) U.S.$155.8 million in Rolling Stock Supply Payments, as compensation for the first 30% of
the Project’s Rolling Stock Supply Milestone, and (ii) U.S.$42.9 million in Construction Payments, as aggregate
compensation for initial Construction Work mobilizations, completion of engineering work related to certain Systems
Equipping and for obtaining certain insurance policies required by the Concession Agreement.

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 The graph below sets out the design for Line 2 and the Faucett-Gambetta Branch for each Phase:

Source: ProInversión

The Project is part of a broader effort by Peru to narrow the existing approximate U.S.$37.8 billion
infrastructure deficit in Peru in connection with projects in telecommunications, water and sanitation, water
infrastructure, transportation, energy, health and education. According to the Peruvian Institute of Economy, as quoted by
the MTC in its Multiannual Strategic Plan for 2012 to 2016 (Plan Estratégico Sectorial Multianual, 2012-2016), the
transportation infrastructure deficit reportedly represents 37% of such total deficit, or approximately U.S.$13.9 billion.
The Project, jointly with the rest of the planned lines of the Lima and Callao Metro Network, constitutes one of the
MTC’s most important infrastructure projects in Peru.

The principal objective of the Project is to improve the reach and quality of public transportation services in
Lima and Callao by offering a secure and reliable alternative means of transportation, transporting an expected 660,000
passengers daily. The Project will also improve public transportation to the Jorge Chávez International Airport from
Lima. The principal benefits of the Project are anticipated to be the following:

(i) Line 2 and the Faucett-Gambetta Branch will be Peru’s first underground subway, as well as its largest
transportation project to date,

(ii) Line 2 and the Faucett-Gambetta Branch will help relieve traffic congestion on roads and reduce travel
times between the district of Ate (which had an estimated population of 478,278 inhabitants in 2007,
according to the latest census conducted by Peru’s Instituto Nacional de Estadística e Informática) and
the province of Callao by 75 minutes (from approximately 2 hours to 45 minutes), and

(iii) the Project will increase the economic activities in the areas surrounding the subway stations, generate
employment and increase the value of real estate properties adjacent to Line 2 and the Faucett-
Gambetta Branch.

Financing for the construction and development of the Project

Construction and development of the Project is expected to cost approximately U.S.$5.4 billion, not including
inflationary adjustments, Additional Works or Additional Rolling Stock Supply. The Notes offered hereby represent one
of the sources of financing that the Concessionaire will require to be able to complete the construction and development
of the Project. Net proceeds from the sale of Eligible RPI-CAOs by the Concessionaire to the RPI-CAO Purchaser
(which will be paid for from the proceeds of the Notes) total approximately U.S.$853.2 million. In addition, the
Concessionaire expects to obtain financing from further RPI-CAO purchase facilities that will provide net proceeds from
the sale of RPI-CAOs (that are not monetized with the proceeds of the Notes) in an aggregate approximate amount of
U.S.$701.1 million.

In addition, the Concessionaire will receive cash payments from the Grantor in the form of PPO and PPMR
payments during construction in consideration for certain Works and Rolling Stock Supply in the amount of U.S.$3.1
billion and U.S.$612.9 million, respectively. The Shareholders are also committed to ensure that the fully paid equity
capital of the Concessionaire is at least equal to U.S.$120.0 million by the end of 2015.

Furthermore, the Concessionaire intends to enter into an up to U.S.$320.0 million Construction Facility to
provide it with working capital to finance Project costs during the Project’s construction phase. In addition, the
Concessionaire intends to enter into a VAT Funding Facility following the Closing Date, pursuant to which the

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Concessionaire will be entitled to request loan disbursements that will be repaid with proceeds received by it from
SUNAT as advance recovery of value-added tax.

The following table sets forth the expected costs of construction and development of the Project (not including
Additional Works, Additional Rolling Stock Supply or inflationary adjustments) and the sources of financing:

Amounts
(in millions of %
Uses: U.S. Dollars)
Construction Works ............................................................................................ 3,004.0 55.9
Signaling and Equipment.................................................................................... 710.0 13.2
Rolling Stock Supply .......................................................................................... 488.0 9.1
Value-added tax paid .......................................................................................... 563.7 10.5
Other expenses.................................................................................................... 603.7 11.2
Total ................................................................................................................... 5,369.3 100.0

Amounts
%(in millions of
Sources: U.S. Dollars)
Purchase of Eligible RPI-CAOs by the RPI-CAO Purchaser ............................. 15.9 853.2
Purchase of RPI-CAOs by Other Purchasers ...................................................... 13.1 701.1
Equity Contributions(1) ........................................................................................ 2.2 120.0
PPO/PPMR .......................................................................................................... 68.83,695.1
Total .................................................................................................................... 100.05,369.3
Note:
(1) As of the second anniversary of commencement of commercial operations of Phase 2 the Concessionaire is
permitted to reduce its equity to U.S.$30.0 million.

Financing Plan

Equity Contributions

Under the Concession Agreement, the Shareholders are required to make certain equity contributions to the
Concessionaire. At the end of the first year of the Concession, the Concessionaire was required to have a minimum
equity of U.S.$60.0 million, and at the end of the second year of the Concession the Concessionaire is required to have a
minimum fully paid equity of U.S.$120.0 million. As of the date of these Listing Particulars, the Shareholders have paid
U.S.$76.0 million in equity contributions. Failure by the Shareholders to make the required equity contributions within
the time frames specified in the Concession Agreement could result in the termination of the Concession by the Grantor.
As of the second anniversary of commencement of commercial operations of Phase 2 the Concessionaire is permitted to
reduce its equity to the amount of U.S.$30.0 million. The Concessionaire intends to use funds derived from the equity
contributions made by the Shareholders in order to partially finance Project costs during the Project’s construction phase,
as described above.

Construction Payments (PPOs) and Rolling Stock Supply Payments (PPMRs)

Construction Payments and Rolling Stock Supply Payments are cash payment obligations paid by the Grantor
through the Project Trust to the Concessionaire. The total amount of Construction Payments and Rolling Stock Supply
Payments under the Concession Agreement is U.S.$3.1 billion (including value-added tax) and U.S.$612.9 million
(including value-added tax), respectively. See “Description of Principal Project Documents—The Concession
Agreement.”

Sale of Eligible RPI-CAOs

Pursuant to the terms of the Construction Facility Trust Agreement, which are currently being negotiated and are
subject to change, during the Construction Facility Term all RPI-CAOs will upon their issuance be transferred in trust
(transferido en dominio fiduciario) to the Construction Facility Trust as security for the Construction Facility currently
under negotiation, and upon a sale of RPI-CAOs under the RPI-CAO Purchase Agreement the RPI-CAOs to be sold will
be released by the Construction Facility Trustee in accordance with the Peruvian Trustee Side Letter, in order for the
Concessionaire to sell such RPI-CAOs to the RPI-CAO Purchaser pursuant to the RPI-CAO Purchase Agreement, as
described below.

Pursuant to the RPI-CAO Purchase Agreement, the RPI-CAO Purchaser will agree to purchase Eligible RPI-
CAOs from the Concessionaire, during the Availability Period in an aggregate amount up to the Expected Aggregate
RPI-CAO Purchase Amount. Pursuant to the Issuer Purchase Agreement, the RPI-CAO Purchaser will be required to sell
to the Issuer such Eligible RPI-CAOs as they are purchased by the RPI-CAO Purchaser. The Issuer will finance its

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purchases of Eligible RPI-CAOs with the proceeds of the Notes issued by it pursuant to the Indenture. The amounts
received as consideration for each sale of Eligible RPI-CAOs, which will be deposited in the Construction Facility Trust,
will be used in order to partially pay interest and principal to the lenders under the Construction Facility and to partially
finance Project costs during the Project’s construction phase. See “Description of Principal Finance Agreements—RPI-
CAO Purchase Agreement.”

Construction Facility

The Concessionaire intends to enter into the Construction Facility following the Closing Date, pursuant to which
certain lenders will provide to the Concessionaire a revolving loan facility for working capital in an amount of up to
U.S.$320.0 million. As of the date of these Listing Particulars, sufficient credit committee approvals from certain of such
lenders have been obtained to cover the full amount of the revolving loan facility. The Concessionaire’s obligations
under the Construction Facility are expected to be secured by Construction Payments, Rolling Stock Supply Payments,
proceeds from the sale of Eligible RPI-CAOs to the RPI-CAO Purchaser, and RPI-CAOs not transferred to the RPI-CAO
Purchaser or Other Purchasers, all of which will be deposited into Construction Facility Trust for the benefit of the
lenders under the Construction Facility. In addition, in order to secure its obligations under the Construction Facility, the
Concessionaire intends to grant security interests over substantially all of its assets (including the Concession and the
EPC Contract), and the Shareholders will pledge their equity interests in the Concessionaire in favor of the lenders under
the Construction Facility. Proceeds disbursed from time to time by such lenders will be used by the Concessionaire to
finance Project costs during the construction phase. The Construction Facility is currently under negotiation and its terms
may be subject to change without notice.

VAT Funding Facility

Following the Closing Date, the Concessionaire, as borrower, intends to enter into the VAT Funding Facility
with a Peruvian bank, as lender. Pursuant to the terms of the VAT Funding Facility, which are currently under
negotiation and may be subject to change without notice, the Concessionaire will be entitled to request loan
disbursements from the lender, which will be repaid with the proceeds that the Concessionaire will receive from SUNAT
as recovery of value-added tax. Such proceeds will be deposited into an account opened by the Concessionaire with the
lender, which will be pledged in favor of such lender to secure the repayment of funds disbursed under the VAT Funding
Facility.

Additional Sources of Financing

The Concessionaire intends to obtain the remainder of the funds necessary to complete its financing plan for
construction of the Project from the international banking and capital markets, including through potential issuances of
additional securities or from additional RPI-CAO purchase facilities that will provide net proceeds from the sale of RPI-
CAOs that are not monetized with the proceeds of the Notes in an aggregate approximate amount of U.S.$701.1 million.
As of the date of these Listing Particulars (i) certain commercial banks have obtained credit committee approval in order
to enter into a financing arrangement with the Concessionaire, which will be covered by a SACE S.p.A. risk policy, and
(ii) the IDB has also obtained credit committee and board approval in order to enter into a financing arrangement with the
Concessionaire. Such financing arrangements are currently being negotiated. See “Risk Factors—Risks Relating to the
generation of RPI-CAOs and the Concessionaire—The Concessionaire has not secured all sources of financing required
to finance the Project, and the failure to do so by the deadline specified in the Concession Agreement could result in the
termination of the Concession.”

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 CERTAIN KEY TRANSACTION PARTIES

The Issuer

Lima Metro Line 2 Finance Limited, an exempted company with limited liability incorporated in the Cayman
Islands, is the Issuer of the Notes. The Issuer was incorporated on July 1, 2014, under the Companies Law (2013
Revision) of the Cayman Islands, for the sole purpose, inter alia, of issuing the Notes for the purchase of Eligible RPI-
CAOs from the RPI-CAO Purchaser, which in turn will purchase such Eligible RPI-CAOs from the Concessionaire, as
described herein. The Issuer’s incorporation number is 289458. The registered office of the Issuer is at the offices of
MaplesFS Limited, PO Box 1093, Queensgate House, George Town, Grand Cayman, KY1-1102, Cayman Islands,
facsimile number: +1-345-945-7100.

The entire issued share capital of the Issuer consists of 250 fully subscribed and paid-up ordinary shares, par
value U.S.$1.0 per share (the “Issuer Ordinary Shares”) which are held in trust for charitable purposes by MaplesFS
Limited (the “Issuer Share Trustee”) under the Issuer Declaration of Trust. The Issuer Declaration of Trust provides
that the Issuer Share Trustee will not, as a shareholder, take certain actions with respect to the Issuer’s ordinary shares
without the prior written consent of the Indenture Trustee while the Notes are outstanding. The Indenture Trustee will
provide such consent solely upon the direction of the Majority Holders or all Holders, as the case may be. Under the
terms of such Issuer Declaration of Trust, the Issuer Share Trustee will, among other things, agree not to dispose of or
otherwise deal with such Issuer Ordinary Shares while the Notes are outstanding unless directed to do so by the Indenture
Trustee, solely upon the direction of the Majority Holders or all Holders. The Issuer Share Trustee will have no
beneficial interest in and derive no benefit other than its fees from its holding of the Issuer Ordinary Shares.

The Issuer’s Memorandum and Articles of Association set forth the Issuer’s objectives, which are restricted. The
Issuer’s activities are limited in general terms to (i) the issue and sale of the Notes, (ii) the distribution of an offering
memorandum in respect of the Notes, (iii) the acquisition, disposition and investment and reinvestment in the Collateral
that secures payment of the Notes, (iv) the granting of security over the Collateral and other assets of the Issuer to secure
certain of the Notes and certain other obligations of the Issuer, (v) entering into and performing its obligations under the
Indenture, the Notes, the Note Purchase Agreement, the Issuer Purchase Agreement, the Administration Agreement to
which it is a party, the Peruvian Trustee Side Letter (and assignment agreement relating thereto), the Sub-Collateral
Agency Agreement and the Fee Letters, and (vi) matters related thereto. The Issuer will not be liquidated or dissolved
prior to the date that is one year and one day after the Notes have been paid in full (at maturity, by acceleration or
otherwise).

The Issuer’s Articles of Association provide that the Board of Directors of the Issuer will consist of at least one
director. The directors (the “Directors”) of the Issuer are Wendy Ebanks and Betsy Mortel. The physical address of both
Directors is c/o MaplesFS Limited, PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman
Islands.

The RPI-CAO Purchaser

Lima Metro Line 2 Bond RPI-CAO Purchase LLC, a limited liability company organized under the laws of the
State of Delaware, is the RPI-CAO Purchaser. The RPI-CAO Purchaser was formed on January 5, 2015, for the sole
purpose of purchasing Eligible RPI-CAOs from the Concessionaire and selling them to the Issuer, and is 100% owned by
MKM XIV Corp., a Delaware corporation. The sole shareholder of MKM XIV Corp. is Donald J. Puglisi, the Managing
Director of Puglisi & Associates, which in turn is the administrator of the RPI-CAO Purchaser. Pursuant to the RPI-CAO
Purchase Agreement, the RPI-CAO Purchaser will agree to purchase Eligible RPI-CAOs from the Concessionaire.
Pursuant to the Issuer Purchase Agreement, the RPI-CAO Purchaser will be required to sell such Eligible RPI-CAOs to
the Issuer. The RPI-CAO Purchaser’s certificate of formation was filed under file number 5668692. Its registered office
is located at 850 Library Avenue, Suite 204, Newark, DE 19711, United States of America.

The RPI-CAO Purchaser has general unrestricted limited liability company powers, in accordance with its
limited liability company agreement. The RPI-CAO Purchaser will enter into (i) the RPI-CAO Purchase Agreement with
the Concessionaire, pursuant to which the RPI-CAO Purchaser will purchase Eligible RPI-CAOs from the
Concessionaire, (ii) the Issuer Purchase Agreement with the Issuer, pursuant to which the Issuer will purchase from the
RPI-CAO Purchaser Eligible RPI-CAOs purchased by the RPI-CAO Purchaser from the Concessionaire, pursuant to the
RPI-CAO Purchase Agreement, (iii) the Share Transfer Restrictions Agreement with the Shareholders, the
Concessionaire and the Indenture Trustee, and (iv) the CTE Protection Agreement with the Concessionaire, the Indenture
Trustee and the Calculation Agent.

The RPI-CAO Purchaser has no prior operating history, prior business or employees.

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The Concessionaire

Metro de Lima Línea 2 S.A., a sociedad anónima organized under the laws of Peru, is the Concessionaire. The
Concessionaire was incorporated by public deed dated April 15, 2014, for the sole purpose of acting as the
concessionaire of the Project. It is registered under Electronic Card (Partida Electrónica) No. 13212416 of the Peruvian
Public Registry (which is not incorporated herein) and is in good standing under the laws of Peru. The office of the
Concessionaire is at Av. Las Begonias 410, Floor 10, San Isidro, Lima, Peru.

The share capital of the Concessionaire consists of U.S.$60.0 million in fully subscribed and fully paid ordinary
shares. In accordance with the Concession Agreement, the Shareholders are obliged to ensure that the Concessionaire’s
fully paid equity is equivalent to at least U.S.$120.0 million by the end of the second year of the Concession. As of the
date of these Listing Particulars, the Shareholders have paid U.S.$76.0 million in equity contributions. As of the second
anniversary of commencement of commercial operations of Phase 2, the Concessionaire is permitted to reduce its equity
to the amount of U.S.$30.0 million.

The Concessionaire is directly owned by the Shareholders, in the percentages set forth in the table below:

Shareholder Participation Percentage

Iridium 25.00%
Vialia 18.25%
Salini Impregilo 18.25%
Ansaldo STS 16.90%
AnsaldoBreda 11.60%
COSAPI 10.00%
Total 100.00%

The Concessionaire’s bylaws set forth its corporate purpose, which is restricted to fulfilling its obligations under
the Concession Agreement and performing all related matters thereto, including any arrangements contemplated under
the Principal Finance Agreements and Principal Project Documents to which it is a party.

The Shareholders

The Shareholders have agreed to maintain their shareholdings in the Concessionaire until the expiration of the
Availability Period pursuant to the Share Transfer Restriction Agreement and subject to the terms and conditions set
forth therein. Set forth below is a brief description of each of the Shareholders.

Iridium

Iridium is currently a member of Spain’s ACS Group, which began its activities in 1983 and is currently one of
the world’s leading construction and service companies in several sectors, including infrastructure and energy. Iridium
was incorporated in 1999 and is in charge of the development, finance, investment, management, operation,
administration, maintenance, conservation, restoration and equipping of a variety of government concessions of the ACS
Group related to transportation and public works infrastructure. Iridium manages several concession companies
throughout the world. During the public auction process conducted by ProInversión for awarding the Concession, Iridium
satisfied the requirement for construction experience in the bidding terms through its affiliate Dragados S.A., which is
part of the EPC Contractor consortium that has entered into the EPC Contract with the Concessionaire for the
construction and development of the Project. See “Description of Principal Project Documents—The EPC Contract.”
Through Dragados S.A., the ACS Group’s construction arm, Iridium has significant experience in developing rail
projects worldwide, such as the Ottawa Light Rail Transit.

Vialia

Vialia is currently a member of Spain’s FCC Group, which was formed in 1992 from the merger of
Construcciones y Contratas, S.A. and Fomento de Obras y Construcciones, S.A. and is one of Europe’s leading citizen
services groups, operating in sectors such as environmental services, water and infrastructure. Incorporated in 2003,
Vialia is a holding company for infrastructure concessions, being involved in the development, design, construction,
management, operation, conservation and maintenance of a variety of social and transportation infrastructure. During the
public auction process conducted by ProInversión for awarding the Concession, the construction experience requirement
in the bidding terms was satisfied through Vialia’s current shareholder, FCC Construcción S.A., which is currently part
of the EPC Contractor consortium that has entered into the EPC Contract with the Concessionaire for the construction
and development of the Project. See “Description of Principal Project Documents—The EPC Contract.” FCC has
significant experience in developing rail projects worldwide, including the Panama Metro Line 1, the Barcelona Metro
Line 9, the Malaga Metro, the Toronto Metro and the Riyadh Metro. The FCC Group is considering a partial divestment
of its shares in Vialia, which subject to the final structure of such divesture would not require the prior consent of the

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Grantor under the Concession Agreement. See “Description of Principal Project Documents—The Concession
Agreement—Changes to certain of the parties involved in the Project.”

Salini Impregilo

Salini Impregilo is an Italian company that was incorporated in 1959 as Impregilo S.p.A., and merged in 2013
with Salini S.p.A. to form Salini Impregilo. It specializes in the construction of major projects in over 50 countries,
including dams and hydroelectric plants, hydraulic works, railways and subway systems, airports, motorways, and civil
and industrial buildings and is also active in the concessions and public-private partnerships sphere. During the public
auction process conducted by ProInversión for awarding the Concession, Salini Impregilo satisfied the requirement for
Electromechanical Equipping experience in the bidding terms and has experience in developing rail projects, such as
various sections of the Italian high speed railway network and Milan’s Metro Line 4. Salini Impregilo is part of the EPC
Contractor consortium that has entered into the EPC Contract with the Concessionaire for the construction and
development of the Project. See “Description of Principal Project Documents—The EPC Contract.”

Ansaldo STS

Ansaldo STS was incorporated in 1995 and it specializes in the railway field, where it is a leader in the supply
of complete turnkey systems. Ansaldo STS designs and operates its own signaling systems and components for railway
and underground traffic management and control, and also performs operation and maintenance services in railway
networks and subway lines throughout the world. During the public auction process conducted by ProInversión for
awarding the Concession, Ansaldo STS satisfied the requirement for Systems Equipping experience in the bidding terms.
Ansaldo STS has significant experience in providing complete turnkey systems to metro lines worldwide, including in
Copenhagen, Brescia, Genoa, Naples, Thessaloniki, Rome, Riyadh, Honolulu and Milan. Ansaldo STS is part of the EPC
Contractor consortium that has entered into the EPC Contract with the Concessionaire for the construction and
development of the Project. See “Description of Principal Project Documents—The EPC Contract.” In 2014, the
Finmeccanica Group publicly announced its intention to divest Ansaldo STS. On February 24, 2015, Hitachi and the
Finmeccanica Group announced that they had entered into binding agreements for the purchase and sale of the interest
owned by Finmeccanica in Ansaldo STS. The closing of the transaction is expected to take place during 2015. The
disposal of Ansaldo STS will not require the prior consent of the Grantor under the Concession Agreement. See
“Description of Principal Project Documents—The Concession Agreement—Changes to certain of the parties involved
in the Project.”

AnsaldoBreda

AnsaldoBreda was incorporated in 2001 from the merger of Breda Costruzioni Ferroviarie S.p.A. and the
“vehicles” business line of Ansaldo Trasporti S.p.A. It is one of the world’s leading suppliers of passenger trains for
intercity, regional/commuter, and transit/metro systems, having significant experience in providing trains to large
metropolitan city rail systems worldwide, including in Milan, Miami and Copenhagen. During the public auction process
conducted by ProInversión for awarding the Concession, AnsaldoBreda satisfied (i) the minimum financial requirement
in the bidding terms through its shareholder, Finmeccanica, and (ii) the requirement for Rolling Stock Supply experience
in the bidding terms. AnsaldoBreda is part of the EPC Contractor consortium that has entered into the EPC Contract with
the Concessionaire for the construction and development of the Project. See “Description of Principal Project
Documents—The EPC Contract.” In 2014, the Finmeccanica Group publicly announced its intention to divest
AnsaldoBreda. On February 24, 2015, Hitachi and the Finmeccanica Group announced that they had entered into binding
agreements for the purchase and sale of the business of AnsaldoBreda. The closing of the transaction is expected to take
place during 2015. The disposal of AnsaldoBreda will require the prior consent of the Grantor under the Concession
Agreement. See “Description of Principal Project Documents—The Concession Agreement—Changes to certain of the
parties involved in the Project.”

COSAPI

COSAPI was incorporated in 1967 and it is one of Peru’s most experienced construction and engineering firms,
focused on providing specialized engineering and construction services and developing infrastructure concessions, as
well as mining and real estate projects. COSAPI has been involved in projects in over 13 countries, currently has
ongoing projects in Peru, Chile and Colombia and has significant experience in developing projects in Peru, such as the
Quilca Turnoff – Matarani Highway, the Jorge Chavez International Airport and the Quillabamba Highway in Cuzco.
COSAPI is part of the EPC Contractor consortium that has entered into the EPC Contract with the Concessionaire for the
construction and development of the Project. See “Description of Principal Project Documents—The EPC Contract.”

The Administrators

Certain administrative functions will be performed (i) in the Cayman Islands, on behalf of the Issuer, by
MaplesFS Limited, a licensed trust company incorporated in the Cayman Islands, and (ii) in the State of Delaware, on
behalf of the RPI-CAO Purchaser, by Puglisi & Associates (each of MaplesFS Limited and Puglisi & Associates is an

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“Administrator” in such capacity, together with any successor appointed by the Issuer and the RPI-CAO Purchaser, as
the case may be). The office of MaplesFS Limited will serve as the general business office of the Issuer, while the offices
of Puglisi & Associates will serve as the general business office of the RPI-CAO Purchaser. Pursuant to the terms of
agreements by and between (i) MaplesFS Limited and the Issuer, and (ii) Puglisi & Associates and the RPI-CAO
Purchaser, (each, an “Administration Agreement” and together, the “Administration Agreements”), MaplesFS
Limited and Puglisi & Associates will perform various management and administrative functions on behalf of the Issuer
and the RPI-CAO Purchaser, respectively, including communications with the shareholders and the general public and
other services. Each Administrator provides similar services to various other entities in its respective jurisdiction. In
consideration of the foregoing, MaplesFS Limited and Puglisi & Associates will receive various fees and other charges
payable by the Issuer and the RPI-CAO Purchaser, respectively, at rates agreed upon from time to time plus expenses.
The physical address of MaplesFS Limited is P.O. Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-
1102, Cayman Islands. The address of Puglisi & Associates is 850 Library Avenue, Suite 204, Newark, DE 19711,
United States of America. The activities of each Administrator under the relevant Administration Agreement will be
subject to the overview of the board of directors of the Issuer or the authorized officer of the RPI-CAO Purchaser, as the
case may be. An Administrator may resign its appointment or such appointment can be terminated upon three months’
prior written notice by the relevant Administrator to the Issuer or the RPI-CAO Purchaser, as the case may be, in the case
of resignation, or by the Issuer or the RPI-CAO Purchaser to the Administrator, in the case of termination. Upon the
occurrence of either such event, the Issuer or the RPI-CAO Purchaser, as the case may be, will promptly appoint a
successor Administrator.

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 MANAGEMENT OF THE CONCESSIONAIRE

Board of Directors

The current and alternate members of the Board of Directors of the Concessionaire are as follows:

Name of Director Age Position Position Held Since Name of Alternate Appointed by
Shareholder
Carlos Javier Royo Ibáñez 45 President April 15, 2014 Alfonso Juan Basabe Iridium
García
Santiago García Salvador 42 Director April 15, 2014 Gabriela Regojo Balboa Iridium

Ovidio Sánchez Mier 31 Director April 16, 2015 Emilio Grande Royo- Iridium
Villanova
Fernando Raúl Valdez 53 Director April 15, 2014 Javier Augusto COSAPI
Amézaga
Lorenzo Maltagliati 51 Director April 15, 2014 Paolo Carosio AnsaldoBreda
Roberto Vitali 46 Director April 15, 2014 Riccardo Romagnuolo Ansaldo STS
Laurent Timineri 40 Director November 6, 2014 Riccardo Romagnuolo Ansaldo STS
Víctor Pastor 53 Director May 29, 2015 José Liébana Vialia
Alcantarilla
Fausto Gonzalez 43 Director December 2, 2014 Alfonso Ranninger Vialia
Massimo Villa 60 Director April 15, 2014 Gianfranco Catrini Salini Impregilo
Guillermo Díaz 56 Director April 15, 2014 Matteo Milanesi Salini Impregilo

Carlos Javier Royo Ibáñez joined Iridium in 2012, and is the Director of Exploitation for South America. He
previously served as Director of Exploitation for Western Spain, supervising the operation, maintenance and exploitation
of several concessions. Prior to joining Iridium, Mr. Royo was employed by Cat Desenvolupament de Concessions
Catalanes, an affiliate of Iridium, and was also General Director of several toll road concessionaires in Spain, including
the Eix Diagonal. Mr. Royo also has seven years of experience working as Infrastructure Director for a company in the
infrastructure sector. He holds a Bachelor’s Degree in Road, Canal and Port Engineering from the Escola Tècnica
Superior d’Enginyers de Camins, Canals i Ports de Barcelona (Barcelona, Spain).

Santiago García Salvador joined Iridium in 2012 and is Director of Exploitation, as well as Director or
President of most of Iridium’s concessions outside of North America. Previously, between 2009 and 2012, he was
employed by Geocisa where he was appointed Director of Production and General Director, between 2000 and 2009 he
was employed by Dragados and between 1998 and 2000 by Informes y Proyectos S.A. Mr. García holds a Bachelor’s
Degree in Road, Canal and Port Engineering from the Universidad Politécnica de Madrid (Madrid, Spain).

Ovidio Sánchez Mier joined Iridium in 2008 and is currently the Head of Finance for Latin America. Prior to his
appointment, between 2012 and 2014, he served as Vice President of Finance for ACS Infrastructure Canada, having also
acted as a Project Finance Manager and was part of the finance team on numerous projects in North America, including
the Ottawa Light Rail Transit project in 2013 (Ontario, Canada), Sheppard Maintenance Facility project in 2013
(Ontario, Canada), Northeast Anthony Henday project in 2012 (Alberta, Canada) and the Windsor Essex Parkway project
in 2010 (Ontario, Canada). Mr. Sánchez has managed several financial closing processes and has also been involved in
the daily financial management of project concessionaires, including that of the I-595 Highway (Florida, USA), South
Fraser Perimeter Road (British Columbia, Canada) and Nouvelle Autoroute 30 (Quebec, Canada). He has also
participated actively in the divestiture of several of the ACS Group’s assets in North America. Mr. Sánchez holds a
Bachelor’s Degree in Economics and Law from the Universidad Pontificia de Comillas (Madrid, Spain).

Fernando Raúl Valdez joined COSAPI in 1990 and currently holds the position of Director, having previously
served as Chief Executive Officer, Deputy Chief Executive Officer, Chief Financial Officer and Procurement Department
Manager. In addition, he has held the positions of Project Control Manager and Head of Planning & Development for the
Toquepala/Cuajone Leach-SX-EW project, a project undertaken by a joint venture formed by COSAPI and Bechtel. Mr.
Valdez has also served as Director for Club Regatas Lima, a Peruvian non-profit organization that offers cultural,
sporting and recreational services and activities for its members, and URBI Propiedades S.A., a corporation owned by the
Peruvian Interbank Group that structures, develops and manages real estate projects in Peru. Mr. Valdez holds a
Bachelor’s Degree in Industrial Engineering from the Universidad de Lima (Lima, Peru) and a Master in Business
Administration from the University of Miami (Florida, USA) and is also Project Management Specialist from the
Universidad Politécnica de Madrid (Madrid, Spain).

Lorenzo Maltagliati joined AnsaldoBreda in 2010 and currently holds the position of Manager of Business
Development for the Mass Transit Business unit, having previously served as Marketing and Commercial Affair

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Manager responsible for developing the rolling stock business in Asian countries. Between 2004 and 2009, prior to
joining AnsaldoBreda, Mr. Maltagliati was Head of the Marketing & Sales Department of the Electronic & On Board
Division of Knorr – Bremse in Italy, and prior to such position he was Head of Sales & Marketing of various
multinational companies operating in the electronic and electromechanical industry. He holds a Bachelor’s Degree in
Electronic Engineering from the Università degli Studi di Firenze (Florence, Italy).

Roberto Vitali joined Ansaldo STS in 2004 and is currently Vice President of Sales for Central America, South
America and for countries belonging to the former Soviet Union. In addition, he is currently Ansaldo STS’ Program
Manager for the Project. Prior to such position he served as Head of Sales and Business Development for the
Transportation Systems Business unit in Ansaldo STS, overseeing business in Western Europe, North Africa, Central
America and South America. Previously, Mr. Vitali was appointed Mass Transit Product Manager of Ansaldo STS,
developing their Communications-Based Train Control signaling system and the catenary-less TramWave system, and
also formed part of the team supervising the Copenhagen Driverless Unattended Metro in Copenhagen, Denmark. He
holds a Bachelor’s Degree in Civil Engineering with a specialization in Transportation Systems from Università degli
Studi di Pavia (Pavia, Italy), received a Master in Business Administration from the University of Maryland (Maryland,
USA) and also holds a Ph.D. in Aeronautic Engineering from the University of Florida (Florida, USA).

Laurent Timineri is currently a member of the Legal Business Affairs and Litigations Department of Ansaldo
STS, acting as Senior Legal Counsel responsible for its legal activities in connection with business in South America, as
well as for litigation and compliance matters. Prior to joining Ansaldo STS he was an associate at Berlioz & Co. and
Vovan & Associés, both law firms in Brussels, Belgium. Previously, Mr. Timineri was employed by AZEO, a capital
investment company, where he was responsible for legal matters related to capital investment activities. He holds a
Master's Degree in Business Law and in Health Law from the Aix-en-Provence Université (Aix-en-Provence, France).

Víctor Pastor is the Managing Director of Finance of the FCC Group (of which Vialia is currently a member),
position he has held since 2007. Prior to this appointment he was employed by the European Bank for Reconstruction
and Development, where he held several senior positions in the operations and management fields, such as Director of
Corporate Investments in Financial Institutions, Director of Strategy and Operations in Russia and Corporate Finance
Director. He has also been a member of the Financial Services Division of Arthur Andersen and of the International
Division of Banco Santander. Mr. Pastor holds a Degree in Economics and Business Administration from the
Universidad de Valladolid (Valladolid, Spain) and has followed several postgraduate courses in Spain and other
countries.

Fausto Gonzalez is currently the Director of Concessions for America of the Infrastructure Concessions
Division of the FCC Group (of which Vialia is currently a member), position in which he has served since being
appointed in 2014. During 2014, he also served as Country Manager for Mexico of the FCC Group’s Infrastructure
Concessions Division, and between 2007 and 2009, as well as since 2012, he acted as Chief Executive Officer of a
concession company. Between 2011 and 2012, Mr. Gonzalez held the position of Construction and Engineering Director
of PriceWaterhouseCoopers and between 2010 and 2011, he served as Project Director of a high-speed train project in
Europe. Previously, between 2009 and 2010, he was employed by the World Bank as a Senior Infrastructure/PPP
Specialist of the Transport Unit for the Latin America and Caribbean Region. Mr. Gonzalez holds a Civil Engineering
Degree as well as a Master in Business Administration from the Universidad Politécnica de Madrid (Madrid, Spain).

Massimo Villa is the Director of Salini Impregilo’s Concessions Department and the Managing Director of
Impregilo International Infrastructures N.V., a Dutch holding company and currently the investment arm of the Salini
Impregilo Group. Since 1980 and for 20 years, he served as project and country manager in several Latin American
countries, including Argentina, Ecuador, Peru, Mexico and the Dominican Republic. Since 2000, he has overseen all
public-private partnerships and concession projects of the Salini Impregilo Group in the United Kingdom, Argentina,
Colombia, Chile, Brazil, Peru and Italy, serving as Chairman or Board member in various concessionaires of the group.
Among his most notable projects, he contributed to the development of the EcoRodovias Group in Brazil, currently the
second largest highway and logistic concessionaire group in Brazil, listed in the Bovespa stock exchange. He has also led
several initial public offering processes, as well as the divestiture of concession assets owned by the Salini Impregilo
Group in Argentina, Chile and Brazil. Mr. Villa holds a Degree in Mechanical Engineering from the Politecnico di
Torino (Turin, Italy).

Guillermo Díaz is the Operational Director of the Concessions Department of Salini Impregilo for Latin
America, a position he has held since 2010 and pursuant to which he serves as Director and member of the
Administrative Council for the various Salini Impregilo entities in such region. Prior to such position, Mr. Díaz served as
Chief Financial Officer for Autopistas del Sol S.A., an Argentine toll-road concessionaire that currently forms part of the
Salini Impregilo Group as well. Since 2006 he has acted as representative of the group’s Concessions Department in
Argentina, where he is a Director of all of its subsidiaries. Prior to formally joining Salini Impregilo, Mr. Díaz acted as a
consultant for the group between 1987 and 1996. He is a public accountant graduated from the Universidad de Buenos
Aires (Buenos Aires, Argentina).

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 Alfonso Juan Basabe García is currently a member of Iridium’s Bid Department, where he has served in various
positions for projects in Europe and South America. He joined the ACS Group (of which Iridium is currently a member)
in 2005, as an employee of Dragados, the ACS Group’s construction branch, where he participated in significant
infrastructure projects such as the skyscrapers of the 4 Torres Business Area (Madrid, Spain) and computing center
facilities for the Universidad Politécnica de Madrid. In 2008, he was relocated to Iridium, as a member of its Operations
Department, where he coordinates research and development projects both in Spain and Europe. In such role, Mr. Basabe
developed Intelligent Transportation Systems for several concessions, as well as having coordinated a 23-member
consortium in a research and development project funded by the European Union. He holds a Bachelor’s Degree in Civil
Engineering from the Universidad Politécnica de Madrid (Madrid, Spain).

Gabriela Regojo Balboa joined Iridium in 2014 and is currently a member of its legal department, focusing on
Iridium’s business in Chile and Peru. She is responsible for legal matters related to bids, corporate matters of local
subsidiaries and financial closings and refinancings. Prior to joining Iridium, she was a senior attorney specialist at the
IDB within the legal team for non-sovereign operations, advising the bank in connection with capital markets and
structured finance transactions in Latin America. Previously, Ms. Regojo was a senior associate at DLA Piper LLP (US),
where she was a member of the project finance group. She holds a Bachelor’s Degree in Law from the Universidad de
Navarra (Spain) and a Master in Corporation Law from the New York University School of Law.

Emilio Grande Royo-Villanova joined the ACS Group (of which Iridium is currently a member) in 2011 and
currently serves as Chief Financial Officer for Iridium, in addition to being a board member in several ACS Group
concession companies. Prior to joining the ACS Group, Mr. Grande worked for various financial institutions both in the
Corporate Finance and Structured Finance fields. He holds a Bachelor’s Degree in Economics from the Universidad
Pontificia de Comillas (Madrid, Spain) and a Bachelor’s Degree in Law from the Universidad Nacional de Educación a
Distancia (Madrid, Spain).

Javier Augusto Amézaga joined COSAPI in 2008 and currently holds the position of General Manager of
COSAPI Concesiones S.A. Between 1994 and 2005, prior to joining COSAPI, Mr. Amézaga held various general
management positions in engineering companies and managed several concession projects in the United States and Latin
America, as well as acting as Director for certain of such companies. His background includes working in business
development and project financing for Latin American and Middle Eastern projects, as well as being a professor of
finance and international development director at the IE Business School (Madrid, Spain). Mr. Amézaga has a Bachelor
of Business Administration from Universidad del Pacífico (Lima, Peru) and holds a Master in Business Administration
from Cornell University (New York, USA).

Paolo Carosio joined AnsaldoBreda in 2004 and is currently Program Manager of its Heavy Rail Vehicles
Program Management group, having previously served as Project Manager for heavy rail vehicles projects. Previously,
between 2003 and 2004, he held the position of Head of Project Management at Knorr-Bremse in Italy, and from 1997 to
2003 he served as Project Manager for several projects at General Electric-Nuovo Pignone for the supply of machines
and accessories for oil refineries and petrochemical plants. Mr. Carosio holds a Bachelor’s Degree in Mechanical
Engineering from the Politecnico di Torino (Turin, Italy).

Riccardo Romagnuolo currently holds the position of Sales Manager of Ansaldo STS, being responsible for
business development and sales activities in South America since 2011. He joined the Finmeccanica Group in 2005, as
Business Development Manager of Ansaldo Trasporti Sistemi Ferroviari. In 2009, he was appointed Sales Manager for
Ansaldo STS supervising Eastern Europe, Russia and the Middle East. Mr. Romagnuolo holds a Bachelor’s Degree in
Political and Administration Sciences from the Università degli Studi di Napoli “L’Orientale” (Naples, Italy).

José Liébana Alcantarilla is the Head of International Finance of the FCC Group (of which Vialia is currently a
member), position he has held since 2010. Prior to this appointment he was heading the international corporate
development of the FCC Group’s strategic areas. With over 20 years of experience in corporate and project finance, Mr.
Liébana has participated in several financial closings for infrastructure and environmental projects in Spain. He holds a
Degree in Economics from the Universidad Autónoma de Madrid (Madrid, Spain), with specialties in auditing and
financial consolidation.

Alfonso Ranninger Hernández is the Construction Manager of the Concessionaire, and joined the FCC Group
(of which Vialia is currently a member) in 2009. Since joining the FCC Group he has been significantly involved in the
management of its Alpine Bau subsidiary in Austria, a company with an annual turnover of €3.6 billion, 17,000
employees and construction sites in 23 countries. While managing FCC’s Alpine Bau subsidiary Mr. Ranninger served in
several capacities, including Assistant General Manager, Head of Technical and Commercial Controlling, Assistant Chief
Executive Officer and Chief Administration Officer, having been involved in projects such as the St. Gotthardt basis
tunnel in Switzerland, the C855, C917 and 918 Metro projects in Singapore and several railway and highway tunnels in
Germany and Austria. Previously, between 2004 and 2009, he was the Construction Director and member of the board of
the Infrastructure and Environment Business Area of Técnicas Reunidas S.A., and between 1998 and 2004 he served as
General Site Manager for ACCIONA S.A. in three High Speed Railway (AVE) infrastructure projects. Mr. Ranninger is

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a Technical Engineer in Road, Canal and Port Engineering graduated from the Universidad Politécnica de Madrid
(Madrid, Spain).

Gianfranco Catrini currently is the Director of Corporate Development and Mergers and Acquisitions of Salini
Impregilo and Managing Director of Impregilo International Infrastructures NV, currently a member of the Salini
Impregilo Group. He has been involved in the disinvestment of various assets of the Salini Impregilo Group, such as
EcoRodovias in Brazil, Shanghai Pucheng Thermal Power Energy Co and Fisia Babcock Environment, as well as the
raising of €300.0 million in bonds through their listing in the Luxemburg Stock exchange. Previously, he served as
Finance Director for the Salini Impregilo Group in the United Kingdom and participated both in the acquisition and
financing of a number of private finance initiative (“PFI”) assets, as well as the disinvestment of various PFI assets and
companies. Mr. Catrini holds a Graduate Degree in Business and Economics from the Libera Università Carlo Cattaneo-
LIUC (Castellanza, Italy) and received a Master in Business Administration from Oxford University (Oxford, United
Kingdom).

Matteo Milanesi is currently Head of new Public Private Partnership Projects for Salini Impregilo and has 15
years of multidisciplinary experience in the construction industry throughout the world. He has been site manager and
head of the technical department of various construction projects in Italy. He also has previous experience in Real Estate
and Hospitality project development in Europe. Mr. Milanesi received a Bachelor’s Degree in Civil and Hydraulic
Engineering from Newcastle University (Newcastle upon Tyne, UK) and from the Università degli Studi di Pavia (Pavia,
Italy), and holds a Master in Civil Engineering from the same institution.

Executive Officers

The current executive officers of the Concessionaire are the following:

Name Age Position Position Held Since

Iridium, represented by Alfonso Juan
N/A General Manager April 15, 2014
Basabe García(1)
Matias Seghezzo 44 Finance Manager June 13, 2014
Javier Cornejo 61 Mobilization Manager July 24, 2014
Alfonso Ranninger Hernández 44 Construction Manager July 24, 2014

Note:
(1) As of the date of these Listing Particulars, the Shareholders are considering appointing a different individual to act
either as General Manager of the Concessionaire or as Representative of Iridium, which is the current General
Manager of the Concessionaire. Any such appointment would be subject to the applicable proceedings and
requirements set forth in the Concession Agreement.

Matias Seghezzo is the Finance Manager of the Concessionaire and, from 2008 to 2014, held the position of
Chief Financial Officer for Autopistas del Sol S.A., an Argentine toll-road concessionaire that is currently a member of
the Salini Impregilo Group. Prior to such engagement, Mr. Seghezzo served as Financial Manager for the same
concessionaire. He holds a Bachelor’s Degree in Economics from the Pontificia Universidad Católica Argentina, a
Master’s Degree in Corporate Finance from the Universidad del Centro de Estudios Macroeconómicos de Argentina and
a Master in Business Administration from Universidad Austral (all in Buenos Aires, Argentina).

Javier Cornejo is the Mobilization Manager of the Concessionaire and, from 2009 to 2011, held the position of
Operations Manager of ProTransporte. Previously, from 2006 to 2009, he served as General Manager of AATE, being
responsible for the implementation of the Metropolitano Bus Rapid Transit System of Lima. In addition, he has been a
consultant of various international cooperation projects in Italy, Argentina and Peru, as well as having performed
multiple consultancy services related to Line 1 and Line 2 of the Lima and Callao Metro Network. Mr. Cornejo holds a
Bachelor’s Degree in Mechanical Engineering from the Pontificia Universidad Católica del Perú (Lima, Peru) and a
Master in Development Economics from the Istituto di Studi per lo Sviluppo Economico (Naples, Italy).

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 PERU

The information relating to Peru set forth below has been extracted, and is derived, from various public official
documents and is provided for background purposes only.

Peru, acting through the MTC, is the Grantor pursuant to the Concession Agreement and the payor of the RPI-
CAOs under the Concession Agreement as described herein.

Peru is a sovereign issuer that files reports and other information, including financial reports, with the SEC.
These reports and other information are available for review at public reference facilities and at http://www.sec.gov, an
Internet site maintained by the SEC, but are not incorporated by reference into these Listing Particulars. See “Available
Information.” Peru is not a guarantor of the payment of the Notes. There can be no assurance that any publicly available
information with respect to Peru will be up to date or otherwise accurate in all respects material to an investment in the
Notes.

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 OVERVIEW OF THE PERUVIAN REGULATORY FRAMEWORK WITH RESPECT TO PUBLIC
INFRASTRUCTURE AND PUBLIC SERVICE CONCESSIONS

Peruvian Regulation for the Granting of Concessions of Public Infrastructure and Public Services to the Private
Sector

The Peruvian Concessions Law, originally approved through Supreme Decree 059-96-PCM and published in the
Official Gazette on December 27, 1996, governs the granting of concessions in Peru. Concessions in the transportation
sector that are not within the authority of local or regional governments are granted by the Government of Peru through
the MTC which has authority over, among other things, all national highway infrastructure, railways and mass
transportation services. The MTC has authority to supervise the operation of highway infrastructure, railways and mass
transportation services.

In addition, the Law of Public-Private Partnerships, approved by Legislative Decree 1012 and published in the
Official Gazette on May 13, 2008 (as amended), and its regulations approved by Supreme Decree 127-2014-EF and in
effect since June 1, 2014, sets out principles, processes and responsibilities for the assessment, implementation and
operation of infrastructure projects and public services with the participation of the private sector, known as public-
private partnerships (“PPPs”). Article 4 of Legislative Decree 1012 and article 5 of Supreme Decree 127-2014-EF
establish that PPPs (such as concessions) can be classified as: (A) self-sustainable if the PPP requires the respective
granting authority to: (i) grant financial guarantees not exceeding 5% of the total investment cost of the PPP, and/or (ii)
grant non-financial guarantees where the probability of demanding public resources (in accordance with the terms of
such non-financial guarantee) is estimated at less than 10% for each of the first five years of the PPP, or (iii) if the PPP
does not require any type of guarantee from the granting authority, or (B) cofinanced, when the PPP requires the granting
authority to grant financial or non-financial guarantees exceeding the above-indicated limits for self-sustainable PPPs.

In relation to the preceding paragraph, article 13 of Legislative Decree 1012 sets forth that the firm and
contingent obligations, net of any income, of all non-financial Peruvian governmental entities (including the MTC) may
not exceed, cumulatively, 12% of Peru’s GDP, discounted to present value using the Tasa Equivalente del Costo de la
Deuda Soberana as a discount rate, which is a U.S. Dollar interest rate that represents the cost of Peruvian sovereign
debt at a certain calculation date, as detailed in Ministerial Resolution No. 048-2015-EF/52. This limit applies to all
payment obligations of non-financial Peruvian governmental entities related to PPPs.

Public transport infrastructure concessions are evidenced by agreements between the Grantor and the applicable
concessionaire, through which these concessionaires are granted the right to supply public transport infrastructure
facilities. The provisions of the concession agreement between the MTC and the concessionaire generally govern the
terms and conditions of the termination of the concession, the work to be undertaken, operation and maintenance
obligations, government supervision, certain concession fees payable by the concessionaire and the rates that may be
charged, as the case may be. The concessionaire is typically responsible for the financing, construction, operation and
maintenance of the mass transportation service in accordance with standards, specifications and designs set by the MTC
or otherwise provided in the bidding conditions, and is required to correct any defects in the concession assets that arise
during the term of the concession. In return for operating and maintaining the infrastructure in accordance with these
terms, the concessionaire has the right to collect a tariff from the users or a payment from the MTC, as the case may be.
Upon termination of the concession, the infrastructure and the right to operate the mass transportation system reverts to
the Grantor.

According to the MTC, since 2005 it has awarded 14 toll road concessions, three railway concessions, four
airport concessions and seven port concessions to the private sector. These include the (i) Central Railway, (ii) Southern
and South-Eastern Railway, (iii) Line 1 of the Lima and Callao Metro Network, and (iv) Line 2 and the Faucett-
Gambetta Branch of the Lima and Callao Metro.

Laws Related to the Functions and Rights of the Entities Related to the Project

In accordance with the economic regime of Peru established in its Political Constitution, a functional role
division was established for several entities of Peru, in connection with infrastructure projects related to public services.

Role of MTC

The MTC was created in 1969, pursuant to Law Decree 17271, as the successor to the Peruvian Ministry of
Development and Public Works (Ministerio de Fomento y Obras Públicas). The MTC is the Peruvian governmental
entity responsible for transportation infrastructure projects, among other matters. Currently, its powers and functions are
established by Law 29370, Organizations and Functions Law of the MTC (Ley de Organización y Funciones del
Ministerio de Transporte y Comunicaciones). This law provides that the MTC is responsible for drafting, proposing,
approving and adopting the rules in the communications and transportation sectors which promote the development of
infrastructure for transportation services, and for the development of, and universal access to, communications services
and technologies.

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 The primary role of the MTC with respect to transportation infrastructure concession agreements is to act as
representative of Peru, and thus assume certain obligations and exercise certain rights set forth therein. In addition, as
party to such concession agreements, the MTC is entitled to administer the contractual relationship with the relevant
concessionaires, propose amendments in order to adapt the agreements to circumstances that may arise during their
duration, and issue opinions regarding any amendment proposals.

In addition, the MTC is entitled to impose sanctions on Peruvian concessionaires and operators, including the
Concessionaire, in accordance with applicable Peruvian infraction and sanctions regulations.

Role of OSITRAN

OSITRAN was created in 1998 by Law 26917, for the supervision and regulation of private investment in
transportation infrastructure in Peru, and supervision of the conditions under which such infrastructure is developed in
favor of users, investors and Peru. Consequently, OSITRAN is the regulatory authority that supervises the transportation
infrastructure sector in Peru, including railway and other transportation services to be provided as part of the Lima and
Callao Metro Network.

In addition, pursuant to Law 29754, OSITRAN has the authority to supervise railway and transportation services
provided pursuant to the Electrical System of Mass Transportation of Lima and Callao. In this role, OSITRAN
supervises compliance with concession agreements related to public transportation infrastructure services, regulates the
procedure for settlement of controversies between operators and/or service companies, monitors and determines tariff
systems and rates for facilities under these concessions and collects and enforces the collection of tariffs, fines and other
amounts due by law or pursuant to such concession agreements. In addition, OSITRAN may declare the temporary
suspension or termination of a concession in the event of non-compliance with applicable law or the concession
agreement and adopt any corrective measures and impose fines on any matters delegated under its scope. OSITRAN has
the authority to issue technical opinions on any amendments to concession agreements and provide information and issue
an opinion in matters under its scope when required by the MTC. Its main goal is to promote and maintain competition
in infrastructure investment in transport services in coordination with INDECOPI and universal access to the transport
facilities under concession.

Role of AATE

AATE is the special government entity created for the planning, coordination, control and execution of the Mass
Transit Electrical System of Lima and Callao. It was created by Supreme Decree 001-86-MIPRE, dated February 20,
1986 (which was given the effect of law through Law 24565, dated October 30, 1986), under the supervision of the
Ministry of the Presidency (Ministerio de la Presidencia).

AATE is responsible for planning, coordinating, monitoring, controlling and executing the Special Project of the
Mass Transit Electrical System of Lima and Callao (including the Project). Specifically, in accordance with Supreme
Decree 032-2011-MTC, dated July 15, 2011, its functions include coordinating with the relevant concessionaires and
other participants of the Mass Transit Electrical System of Lima and Callao: (i) plans for integrated system operations
and programming, (ii) definition of the service program that the applicable concessionaires and other participants must
observe to comply with the required service levels set forth for each project, and (iii) other operational aspects and
responsibilities assigned to it.

Role of INDECOPI

INDECOPI was created in 1992 by Law Decree 25868 and is responsible for the promotion of an open market
and the protection of consumer rights. It also promotes a culture of transparent competition in the Peruvian economy,
safeguarding intellectual property. INDECOPI can enforce market access, free competition and anti-competition law. In
connection with transportation infrastructure projects, INDECOPI ensures that public transportation services are
adequately rendered and reviews information distributed to users for transparency, accuracy and completeness.

Legal Infractions and Sanctions

Peruvian law defines the sanctions that OSITRAN can impose on concessionaires for failure to fulfill certain
legal or contractual obligations related, among other things, to:

(i) the operation of the infrastructure, including any breach of the terms and conditions related to the
technical operation of the infrastructure, restricting the infrastructure and compromising the safety of
the users, breach of the concession agreement, breach of security obligations, failure to report
temporary alterations, failure to enable alternate ways, breach of obligations related to signaling, failure
to allow governmental entities to carry out their functions in the areas where concessions are
developed,

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 (ii) tariffs, including breach of contractual obligations related to advertising rates and/or trade policies,
improper rate charges, failure to apply trade policy announced, failure to communicate any changes in
rates, failure to provide requested information, breach of supervision and monitoring of the concession,

(iii) customer claims, including failure to process customer claims, failure to administer customer claims in
accordance the terms and conditions, failure to disseminate the information for processing claims to
users, failure to meet payment obligations to users of the amounts established by the concessionaire to
cover damages,

(iv) information distribution, including delays in the provision of information to OSITRAN, providing false
or incomplete information to OSITRAN,

(v) supervision of infrastructure, including withholding or preventing the supervision, auditing or

inspections of the infrastructure by OSITRAN, failure to provide the requested information or delay
provision of such information in accordance with the concession agreement, or concealment,
destruction or alteration of information sources,

(vi) breach of OSITRAN decisions or opinions, including breach of decisions in connection with the use of
or access to infrastructure or provision of required services, any required action for the use thereof or to
avoid seriously jeopardizing the security and integrity of persons or facilities or to prevent the use of
limited infrastructure, service delivery or quality, or breach of decisions in connection with actions or
omissions to prevent prejudicing the interests of users or the normal development of the monitoring
activities,

(vii) investment in infrastructure and equipment, including failure to file a technical record before start of
construction, failure to comply with the investment obligations in the concession agreement, failure to
supply necessary equipment or perform necessary works for the use of the infrastructure or service
operations,

(viii) contributions and payments, including failure to comply with payment of the regulatory fee to
OSITRAN or the supervisory fee, and

(ix) liabilities of OSITRAN or the MTC, including trespass of their facilities, breach of confidentiality of
information, denouncing without cause, failure to return the performance bonds, failure to enter into or
maintain insurance hedges in accordance with the concession agreement.

For the determination of sanctions, OSITRAN establishes a scale on the basis of annual operating income of
concessionaires. Concessionaires with operating revenues below 20,000 Peruvian tax units (unidad impositiva tributaria
or “UIT”) (calculated by S/. 3,850 per one UIT for calendar year 2015) are liable in an amount of up to 25 UIT for minor
infractions, up to 60 UIT for serious infractions and up to 140 UIT for very serious infractions. Concessionaires with
operating income between 20,000 UIT and 50,000 UIT are liable in an amount of up to 75 UIT for minor infractions, up
to 180 UIT for serious infractions and up to 420 UIT for very serious infractions. Concessionaires with operating income
above 50,000 UIT are liable in an amount of up to 180 UIT for minor infractions, up to 450 UIT for serious infractions
and up to 840 UIT for very serious infractions.

Repetition of infractions is determined by (i) the time between the date of occurrence of the earlier infraction
and the date of the new infraction, equal to or less than two years, and (ii) the existence of a penalty or resolution of the
infraction. Considering our placement in the OSITRAN scale, the Concessionaire may be subject to sanctions for
repeated infractions (a) for minor infractions, as if such infraction was a serious infraction, (b) for serious infractions, as
if such infraction was a very serious infraction, and (c) for very serious infractions, as if such infraction occurred on the
highest scale.

The MTC is also legally entitles to impose sanctions on concessionaires. Infractions that can result in sanctions
imposed by the MTC include: (i) building or putting into operations major rail infrastructure without the proper
authorizations, (ii) failure to comply with safety provisions, (iii) operating trains that do not comply with the conditions
established by law, (iv) operating trains without an operations permit, (v) failure to inform of an accident and/or to keep
accident records, (vi) failure to bring medical attention to any wounded persons, (vii) operating trains with unlicensed
personnel, (viii) failure to respect the rights of the users, and (ix) not providing information related to the operations
permit or driving licenses when required by the relevant authority.

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 RPI-CAOs

Overview

Pursuant to the Concession Agreement, the Grantor will compensate the Concessionaire for its execution of
certain Works through RPI-CAOs. The Base RPI-CAO Amount that the Grantor has agreed to pay per annum under the
Concession Agreement has been fixed at U.S.$194.7 million, payable on a quarterly basis over 15 years. In addition, the
Grantor will be obliged to pay to the Concessionaire additional RPI-CAOs as a result of certain positive adjustments that
can be made pursuant to the Concession Agreement to the Concessionaire’s remuneration as a result of the application of
a polynomic formula set forth in the Project’s definitive engineering studies. If, after the application of such formula, the
adjustment is negative, then the Base RPI-CAO Amount will not be affected; rather, the negative amounts would be off-
set against any future positive RPI adjustment or, if there is no further positive adjustment, be payable to the Grantor by
the Concessionaire in cash. Furthermore, the Grantor may agree to pay to the Concessionaire additional RPI-CAOs under
the Concession Agreement as a result of the execution of Additional Works and/or provision of Additional Rolling Stock
Supply.

The Notes are intended to monetize 60.52% of the first 99% of all Base RPI-CAOs that will be generated under
the Concession Agreement, subject to the terms of the Principal Finance Agreements (or Adjustment RPI-CAOs or
Additional Investment RPI-CAOs in lieu of Base RPI-CAOs). See “Description of Principal Finance Agreements—RPI-
CAO Purchase Agreement” and “Description of Principal Finance Agreements—Issuer Purchase Agreement.” While the
Base RPI-CAO Amount that the Grantor has agreed to pay per annum under the Concession Agreement has been fixed at
U.S.$194.7 million, the net amount that the Issuer will receive derived from the Purchased RPI-CAOs will be 60.52% of
U.S.$192.8 million per annum (or approximately U.S.$116.6 million per annum), given that approximately U.S.$1.9
million of each annual RPI-CAO payment will be withheld by the Concessionaire to pay certain mandatory payments to
be made to the Regulator. The Concessionaire intends to monetize, directly or indirectly, the remaining 39.48% of Base
RPI-CAOs through additional financing facilities currently being negotiated. See “The Project and Financing for the
Project—Financing for the construction and development of the Project—Financing Plan.”

Key Features of RPI-CAOs

RPI-CAOs are direct, unconditional and irrevocable contractual payment rights governed by Peruvian law and
established pursuant to the Concession Agreement, that are freely transferable and that vest upon the issuance by
OSITRAN to the Concessionaire of Works Progress Certificates, Rolling Stock Supply Certificates (if any) and
Adjustment and Liquidation Certificates that relate to the completion of certain Works or Rolling Stock Supply, or for
inflationary adjustments related to the Project. See “Description of Principal Project Documents—The Concession
Agreement—Payments and Payment Mechanics.” Once any of such certificates is issued to the Concessionaire, the
Grantor’s obligation to make the RPI-CAO payments related to such certificates in the amounts and on the dates
specified in the related RPI-CAO Certificate arises and is unconditional and irrevocable, payable without set-off, defense
or counterclaim, including if the Concession terminates. Each RPI-CAO Certificate will evidence the Concessionaire’s
right to receive 60 equal quarterly consecutive RPI-CAO payments, payable in the fixed amounts and on the fixed dates
specified therein and denominated in U.S. Dollars, the first payment of which series will commence on the earlier to
occur of (x) the date of commencement of commercial operations of Phase 2, or (y) September 28, 2019. Payments of
RPI-CAOs related to Works Progress Certificates, Rolling Stock Supply Certificates and Adjustment and Liquidation
Certificates issued after the earliest to occur of such dates will commence on the RPI-CAO Payment Date occurring in
the quarter immediately following the issuance of such certificates and will be paid during the course of 15 years
thereafter. Payment of the RPI-CAOs will be made through the Project Trust, as described below, on quarterly payment
dates being March 28, June 28, September 28 and December 28 of each year (unless any of such dates is not a Peruvian
Business Day, in which case the quarterly payment date will be the immediately following Peruvian Business Day).

Pursuant to the Concession Agreement and the Project Trust Agreement, the Grantor is required to perform all
budgetary actions necessary to ensure that it complies with its obligation to transfer all the required amounts to the RPI
Account of the Project Trust in order to make the RPI-CAO payments when due. See “RPI-CAOs” and “Description of
Principal Finance Agreements—Project Trust Agreement.”

The rights of each RPI-CAO Titleholder with respect to any RPI-CAOs that it owns are set forth in the
applicable RPI-CAO Certificate. The RPI-CAO Certificates evidence the relevant RPI-CAO Titleholder’ right to receive
payment of the relevant RPI-CAOs from the Grantor through the Project Trust. The terms of the RPI-CAO Certificates
also protect the RPI-CAO Titleholder from amendments to the Concession Agreement entered into after the issuance of
such RPI-CAO Certificates that would affect the rights of RPI-CAO Titleholders.

Once vested, RPI-CAOs are freely transferable, in whole or in part, by the relevant RPI-CAO Titleholder to any
other entity or person. Each sale of RPI-CAOs by the Concessionaire or any other RPI-CAO Titleholder will be
registered by the Peruvian Trustee in the Register of Titleholders and notified to the MTC, including the sales to the RPI-
CAO Purchaser and the Issuer as described herein. Upon being registered as RPI-CAO Titleholder, the Issuer will be

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entitled to all rights as RPI-CAO Titleholder with respect to the Purchased RPI-CAOs under the Concession Agreement,
the Project Trust Agreement and the related RPI-CAO Certificate.

Co-Ownership of RPI-CAOs

The Project Trust Agreement and Peruvian law permit RPI-CAO payments to be co-owned. This means that a
portion of the RPI-CAO payment flow may be sold to one person or entity who will be registered as the owner of such
portion of the payments in the Register of Titleholders, and another person or entity may be registered as the owner of the
remaining portion of the payments. Multiple divisions of interests can be made without limitation. Each co-owner would
be registered as the owner of the relevant portion of the RPI-CAO payments and, on each RPI-CAO Payment Date, the
Peruvian Trustee would pay the relevant RPI-CAO Titleholder the portion of its payment required to be made to it in
accordance with the RPI-CAO Register of Titleholders. Co-owners are permitted to enforce their ownership rights to
RPI-CAOs individually against the Grantor without the other co-owner being required to join in the proceedings.

In the event that a co-ownership situation arises with respect to the RPI-CAOs arising under any RPI-CAO
Certificate, the RPI-CAO co-owners will be obliged to appoint a common representative to receive notices from the
Peruvian Trustee under the Project Trust Agreement.

With respect to any partial purchase by the RPI-CAO Purchaser (and subsequently the Issuer) of RPI-CAO
payments evidenced by any RPI-CAO Certificate, the Peruvian Trustee Side Letter provides that the Sub-Collateral
Agent will be the entity nominated as the RPI-CAO Titleholder’s representative with respect to the RPI-CAOs that are
co-owned by the RPI-CAO Purchaser (and subsequently the Issuer).

Expected RPI-CAO Generation Schedule

Compensation for each Work Milestone under the Concession Agreement is made either through RPI-Obras or
PPOs in accordance with the Milestone Schedule, which sets out which Work Milestones are compensated by RPI-Obras
and which are compensated by PPOs. The graph below sets out the expected RPI-CAO generation schedule and the
expected completion date for each Work Milestone:

100.00%

90.00%

80.00%

70.00%

60.00%

50.00%
Accumulated RPI‐Related Work Advances
40.00% Work Milestone Completion Date

30.00%

20.00%

10.00%
1/31/2015
4/30/2015
7/31/2015

1/31/2016
4/30/2016
7/31/2016

1/31/2017
4/30/2017
7/31/2017

1/31/2018
4/30/2018
7/31/2018

1/31/2019
4/30/2019
7/31/2019

1/31/2020
10/31/2015

10/31/2016

10/31/2017

10/31/2018

10/31/2019

Payment Mechanics for RPI-CAOs

Payment of the RPI-CAOs will be made through the Project Trust from Tariff collections from the users of Line
2 and the Faucett-Gambetta Branch. If the amounts deposited in the RPI Account and the RPI Reserve Account of the
Project Trust are insufficient to cover the RPI-CAO payments, the Grantor, acting through the MTC, has the obligation to
deposit into the RPI Account of the Project Trust funds required to make RPI-CAO payments when due.

Funds in the Project Trust Accounts will be administered, and RPI-CAO payments will be made to the RPI-
CAO Titleholders, including the Issuer, in accordance with the following funding waterfall:

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 (i) funds deriving from collections of Tariffs paid by users of the Line 2 and the Faucett-Gambetta Branch
of the Lima and Callao Metro will be deposited by the Concessionaire in Peruvian Nuevos Soles into
the Project Trust’s Collection Account and will then be converted to U.S. Dollars by the Peruvian
Trustee,

(ii) funds deposited in the Collection Account will accumulate in such account up to the date that is 90
business days prior to the first RPI-CAO Payment Date, at which time such amount of funds will be
transferred from the Collection Account to the Project Trust’s RPI Reserve Account until the balance
of the RPI Reserve Account reaches an amount equivalent to four quarterly RPI-CAO payments (the
“Required Balance”). If funds in the Collection Account are insufficient to transfer an amount
equivalent to the Required Balance to the RPI Reserve Account, then the Peruvian Trustee will
continue transferring the funds deriving from Tariff collections deposited in the Collection Account to
the RPI Reserve Account until the funds on deposit in the RPI Reserve Account are equal to the
Required Balance,

(iii) once the RPI Reserve Account has been fully funded as described in the preceding paragraph, funds
will be transferred from the Collection Account to the Project Trust’s RPI Account, until the balance
therein is equivalent to one quarterly RPI payment (i.e., one quarter of the total amount of RPI payable
per annum),

(iv) if there are any excess amounts in the Collection Account after the RPI Account has been fully funded,
such amounts will be transferred to the Project Trust’s RPMO Account, in order to cover the
immediately following RPMO payment. In the absence of funds in the RPMO Account to make RPMO
payments, the Grantor is obliged to make the RPMO payments directly through deposit of funds into
the RPMO Account,

(v) if there are any excess amounts in the Collection Account after the amounts required to cover the
immediately following RPMO payment are transferred to the RPMO Account, such amounts will be
transferred to the Project Trust’s Contingency Account from which payments to cover unforeseen
geological contingencies and Additional Interferences will be made, and

(vi) on each RPI-CAO Payment Date, the Peruvian Trustee will transfer the applicable RPI-CAO payment
from the RPI Account to the Indenture Trustee (on behalf of the Issuer, as RPI-CAO Titleholder).

If the amounts deposited in the RPI Account are insufficient to cover the RPI-CAO payment due on any RPI-
CAO Payment Date, the amounts necessary to complete such payment will be transferred from the RPI Reserve Account
to the RPI Account on such RPI-CAO Payment Date.

If the amounts deposited in both the RPI Account and the RPI Reserve Account are insufficient to cover RPI-
CAO payments, the Peruvian Trustee will inform the Grantor thereof 30 calendar days prior to the immediately following
RPI-CAO Payment Date, in order for the Grantor to deposit into the RPI Account the funds required to make all RPI-
CAO payments at least five business days prior to the corresponding RPI-CAO Payment Date. Pursuant to the
Concession Agreement and the Project Trust Agreement, the Grantor is required to perform all budgetary actions
necessary to ensure it complies with its obligation to transfer all the required amounts to the Project Trust in order to
make RPI-CAO payments when due.

If funds have been transferred from the RPI Reserve Account to the RPI Account to cover an RPI-CAO
payment shortfall, Tariff collections will be transferred on the second Business Day of each week from the Collection
Account to the RPI Reserve Account until the balance therein is equivalent to the Required Balance.

Transfer of funds to the Collection Account derived from collections of Tariffs will be made on the first
business day of each week. The waterfall from the Collection Account will run on the second business day of each week,
as a result of which the RPI Reserve Account, the RPI Account, the RPMO Account and the Contingency Account will
be funded. Once these accounts have been fully funded in accordance with the Project Trust Agreement, the waterfall
will continue to run on the second business day of each week and any excess funds will accumulate in the Contingency
Account.

Pro Rata Payment from the RPI Account

RPI-CAOs will be paid pro rata from the RPI Account. Accordingly, all RPI-CAO Titleholders are treated
equally with respect to payments under the Project Trust and no RPI-CAO Titleholder will be paid ahead of any other
RPI-CAO Titleholder. In addition, no co-owner of any RPI-CAOs arising under any RPI-CAO Certificate will be paid
ahead of any other co-owner of such RPI-CAOs.

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 However, in the event that the Grantor does not pay an RPI-CAO payment on a timely basis through the Project
Trust and is sued by any RPI-CAO Titleholder, it is possible that such RPI-CAO Titleholder could obtain payment
directly from the Grantor pursuant to the applicable legal proceedings without having to share the payment with other
RPI-CAO Titleholders.

RPI-CAOs payable free and clear of Peruvian taxes

Pursuant to each RPI-CAO Certificate, the Grantor will be obligated to ensure that RPI-CAOs are paid free and
clear of any Peruvian deductions or withholdings in connection with any taxes, right, lien or charge that may be imposed
with respect to RPI-CAO payments. To the extent that any such deductions or withholdings were to apply, the Grantor
would be obliged to pay additional amounts to ensure that the RPI-CAOs are paid whole to the relevant RPI-CAO
Titleholder.

Obligation of the Grantor to Cover any Shortfalls

If at any time there are insufficient funds in the RPI Account and the RPI Reserve Account to cover the RPI-
CAO payment due on any RPI-CAO Payment Date, the Grantor has the obligation pursuant to the Concession
Agreement, the Project Trust Agreement and the related RPI-CAO Certificate, to perform all necessary actions to transfer
to the RPI Account of the Project Trust the funds necessary to cover any such RPI-CAO payment shortfall. Such actions
include, but are not limited to (i) provisioning in Peru’s annual national budget law for funds to be allocated to the MTC
for payment of the RPI-CAOs, which budget law must be submitted to the Peruvian Congress by August 30 for approval
by the end of each fiscal year, (ii) reallocating funds within the MTC’s own budget, (iii) requesting, and approving,
supplementary credits (créditos suplementarios) from the MEF, which requires approval by the Peruvian Congress, (iv)
requesting the MEF to allocate funds to the MTC that were originally allocated to other governmental entities, and (v)
requesting the MEF to transfer funds from its contingency budget to the MTC.

The Project Trust Agreement provides for a Tariff collection monitoring mechanism that is intended to
anticipate potential cash shortfalls in the Project Trust Accounts in connection with scheduled RPI-CAO payments to
assist the Grantor with the budgeting for its payment obligations with respect to RPI-CAOs. Pursuant to this mechanism,
on the Initial Date of Tariff Calculations and thereafter on March 30 of each year, the Concessionaire will (i) analyze the
Tariff cashflows deposited into the RPI Account during the four immediately preceding quarters, (ii) identify which of
such four quarters represented the least amount of Tariff collections, (iii) multiply the Tariff collections deposited into
the RPI Account during such quarter times four, and (iv) compare the result of such multiplication against the amounts of
scheduled RPI-CAO payments to be made during the immediately following year. If, as a result of such calculation, the
Concessionaire determines that the RPI-CAO payments to be made during the following year exceed the figure obtained
according to item (iii) above, the Concessionaire will notify the Peruvian Trustee thereof, who will in turn notify the RPI-
CAO Titleholders and the MTC. Following receipt of such notice, the Grantor will be obligated to perform all budgetary
actions necessary to ensure that all necessary amounts to cover any RPI-CAO payment shortfall as specified in such
notice are available during the immediately following year.

For the avoidance of doubt, the Tariff collection monitoring and budgeting mechanism described above does not
provide a defense to the Grantor for non-payment of RPI-CAOs in the event that the amount notified to the Grantor as
being the anticipated shortfall is lower than the actual shortfall. The Grantor would still remain obliged to pay the
shortfall in full into the RPI Account on a timely basis and to take all necessary action to ensure that such payment could
be made on a timely basis. See “Description of Principal Finance Agreements—Project Trust Agreement—Monitoring
of Tariff Collections.” If the Grantor pays the full amount of any RPI-CAO shortfall on a timely basis through a deposit
into the RPI Account but the Peruvian Trustee fails to comply with its obligation to make the RPI-CAO payment to the
RPI-CAO Titleholders by the relevant RPI-CAO Payment Date, the obligation of the Grantor would be considered
satisfied and the Peruvian Trustee would be liable for such failure. See “Risk Factors—Risks relating to the Peruvian
Trustee—Failure or delay by the Peruvian Trustee to comply with its obligations under the Project Trust Agreement or
the Peruvian Trustee Side Letter.”

Events of Default under RPI-CAO Certificates

The occurrence and continuance for at least 15 days of each of the following events will constitute an event of
default under each RPI-CAO Certificate:

 the Grantor fails to perform any of its obligations set forth in an RPI-CAO Certificate,

 the Grantor declares that it will not perform any of its obligations contemplated in an RPI-CAO
Certificate, or the Grantor (or any legislative, executive or judicial body of Peru) challenges the validity
of an RPI-CAO Certificate, or

 (a) the Grantor cannot fulfill or perform its obligations under an RPI-CAO Certificate, (b) it is ordered
that payments under an RPI-CAO Certificate are illegal or that their transfer to the Project Trust is not

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 possible, (c) the Grantor amends or consents to the amendment of any provision of the Concession
Agreement or any change to the Project that could adversely affect the contents of an RPI-CAO
Certificate, or (d) the Grantor fails to comply with any relevant agreement set forth in an RPI-CAO
Certificate.

If an RPI-CAO is not paid on an RPI-CAO Payment Date such lack of payment would constitute an event of
default under the related RPI-CAO Certificate, as a result of which the Grantor would be obliged to pay defaulted interest
over the unpaid amount of the RPI-CAO. If any other type of event of default occurs under an RPI-CAO Certificate, the
RPI-CAO Titleholders would be entitled to sue the Grantor for any contractual breach arising from such event of default.

Failure to Pay and Defaulted Interest

If the Grantor does not pay any amount required to be paid by it into the RPI Account in accordance with the
terms of the Concession Agreement, the Project Trust Agreement and the related RPI-CAO Certificate to cover
shortfalls, such unpaid amount will accrue defaulted interest at a rate of LIBOR plus 2%, as set forth in each RPI-CAO
Certificate. Such defaulted amounts will be payable by the Grantor into the RPI Account and will accrue from the date on
which the payment was due and payable until the relevant unpaid amount has been paid in full.

Dispute Resolution

In accordance with current Peruvian law, RPI-CAO Titleholders are entitled to initiate international arbitration
proceedings against the Grantor before the ICSID, in Washington D.C., United States of America, under its rules and
procedures, for any failure by the Grantor to make RPI-CAO payments when due, in accordance with the corresponding
RPI-CAO Certificates and the Concession Agreement, subject to the amount in dispute exceeding U.S.$30.0 million (or
its equivalent in Peruvian Nuevos Soles) and the expiration of a six-month period of direct negotiations (trato directo)
between the parties without the dispute being resolved. With respect to disputes for amounts equal to or below U.S.$30.0
million (or its equivalent in Peruvian Nuevos Soles), the controversy will be settled through legal arbitration before the
International Mediation and Arbitration Center of the Lima Chamber of Commerce.

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 DESCRIPTION OF PRINCIPAL PROJECT DOCUMENTS

The following is a summary of selected provisions of certain principal agreements related to the Project and the
Concession and is not a full statement of the terms of each such agreement. Accordingly, the following summaries are
qualified in their entirety by reference to each agreement and are subject to the full text of each agreement, all of the
originals and controlling versions of which are in Spanish. A copy of each document described in this section will be
available, free of charge, at any time, at the offices of the Luxembourg Listing and Paying Agent and (i) prior to the
Closing Date, upon written request by any potential purchaser of any Notes to the Concessionaire, to the following email
address: inversores@metrolima2.com, and (ii) after the Closing Date, upon written request by any Holder to the
Indenture Trustee. See “Available Information.” In addition, the Concession Agreement is publicly available in Spanish
through access to the following hyperlink:
http://www.proyectosapp.pe/RepositorioAPS/0/2/JER/LINEA2_TREN/VERSION_FINAL_DE_CONTRATO_14_03_2014
.pdf, which is not incorporated herein. Both a summarized version and a complete copy of the Concession Agreement
can also be requested from the Peruvian Public Registry, once its registration process has finalized. Unless otherwise
stated, any reference in these Listing Particulars to any agreement will mean such agreement and all schedules, exhibits
and attachments thereto, as amended, supplemented or otherwise modified in effect as of the date hereof.

The Concession Agreement

On April 28, 2014, the Grantor and the Concessionaire entered into the Concession Agreement, as amended on
December 26, 2014, pursuant to which the Grantor has granted the Concession to the Concessionaire for the Project.

The term of the Concession is 35 years and is thus scheduled to terminate in 2049, unless otherwise suspended
or terminated pursuant to its terms, or extended at the request of the Concessionaire, which would be authorized by the
MTC with the prior technical opinion of OSITRAN and provided that the Concessionaire is not in material default of its
obligations under the Concession Agreement. Any such extension request must be filed at least three years prior to the
Concession Agreement’s scheduled termination date. In no event may the term of the Concession exceed 60 years.

Pursuant to the Concession Agreement, the Concessionaire has the right to use and operate the Concession
Assets as described below. The Concessionaire will charge the Tariff for the use of the subway lines comprising the
Concession Assets commencing on the commercial operation date (the “Commercial Operation Date”) of each Phase,
which funds must be deposited by the Concessionaire in Peruvian Nuevos Soles into the Collection Account of the
Project Trust and will then be converted to U.S. Dollars by the Peruvian Trustee.

Engineering, Procurement and Construction

The construction obligations of the Concessionaire include all infrastructure works for the Project, including the
required tunnels, subway stations, courtyards and auxiliary installations, as well as any other required infrastructure
provided for in the definitive engineering studies or under the Concession Agreement. Construction for the Project is
divided into two phases (the first of which consists of two sub-phases):

(i) Phase 1:

(a) Phase 1-A, which must be completed no later than 1,030 days (i.e. approximately 34 months) after
execution of the Concession Agreement, consists of the Construction Works for the track of Line 2
from the Mercado de Santa Anita Station to the Evitamiento Station, and

(b) Phase 1-B, which must be completed no later than 1,710 days (i.e. approximately 57 months) after
execution of the Concession Agreement, consists of the Construction Works for the following sections
of Line 2:

 the track of Line 2 from the Plaza Bolognesi Station to the Nicolas Ayllon Station,

 the track of Line 2 from the Nicolas Ayllon Station to the Evitamiento Station, and

 the track of Line 2 from the Mercado de Santa Anita Station to the Municipalidad de Ate Station.

(ii) Phase 2, which must be completed no later than 2,220 days (i.e. approximately 74 months) after execution
of the Concession Agreement, consists of the Construction Works for the remaining sections of Line 2 and
the Faucett-Gambetta Branch of the Lima and Callao Metro, as follows:

 the track of Line 2 from the Puerto del Callao Station to the Oscar R. Benavides Station,

 the track of Line 2 from the Oscar R. Benavides Station to the Plaza Bolognesi Station,

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  the track of the Faucett-Gambetta Branch from the Gambetta Station to the Bocanegra Station, and

 the track of the Faucett-Gambetta Branch from the Bocanegra Station to the Carmen de la Legua
Station.

Each Phase of the Project is to be executed according to the definitive engineering study of each Phase, as
approved by the MTC with the prior technical opinion of the Regulator. The Regulator will supervise the construction of
the Project, either directly or through a specialized entity specifically engaged for such purposes.

In addition, if certain service demand triggers are met, the Concessionaire will be obligated to implement Phase
3 of the Project, during which the Concessionaire will be required to purchase additional trains to maintain the levels of
service specified in the Concession Agreement. Phase 3 is independent from Phase 1-A, Phase 1-B and Phase 2, and thus
does not impact the construction or operation of such other phases. The Concessionaire’s obligation to commence Phase
3 of the Project will be triggered, if any of the following conditions are met:

(a) With respect to Line 2:

 If during the peak traffic hour, Line 2 (i) reached a capacity of 28,800 passengers per hour in each
direction, (ii) reached a minimum frequency between trains of 150 seconds, and (ii) has a fleet of
35 trains,

 If during the peak traffic hour, Line 2 (i) reached a capacity of 36,000 passengers per hour in each
direction, (ii) reached a minimum frequency between trains of 120 seconds, and (iii) has a fleet of
42 trains,

 If during the peak traffic hour, Line 2 (i) reached a capacity of 41,143 passengers per hour in each
direction, (ii) reached a minimum frequency between trains of 105 seconds, and (iii) has a fleet of
49 trains,

 If during the peak traffic hour, Line 2 (i) reached a capacity of 48,000 passengers per hour in each
direction, (ii) reached a minimum frequency between trains of 90 seconds, and (iii) has a fleet of
57 trains, or

 If during the peak traffic hour, Line 2 (i) reached a capacity of 51,429 passengers per hour in each
direction, (ii) reached a minimum frequency between trains of 84 seconds, and (iii) has a fleet of
73 trains.

With respect to the triggers specified for Line 2 above, once the final trigger is met, the Concessionaire
will be obligated to incorporate a seventh rail car to each train formation increasing each train’s
capacity to 1,400 passengers per train, with a standard capacity of six passengers per square meter. The
increase of trains will ultimately permit an aggregate capacity of 63,000 passengers per hour per
direction.

(b) With regards to the Faucett-Gambetta Branch, if during the peak traffic hour the Faucett-Gambetta
Branch reached (i) a capacity of 14,400 passengers per hour in each direction, and (ii) a minimum
frequency between trains of 300 seconds, the Concessionaire will be obligated to incorporate two new
trains to the existing fleet, for a total of nine trains.

Each time one of the triggers mentioned above occurs, the Concessionaire will be obligated to prepare a plan for
the acquisition of new Rolling Stock, in accordance with the Concession Agreement. The Concessionaire must submit
the acquisition plan to the Regulator who must issue an opinion to the MTC within thirty business days. The MTC must
issue its decision regarding the acquisition plan within thirty business days as from receipt of the Regulator’s opinion, or
after the term to issue such opinion has expired. If the MTC has any comments or objections to the acquisition plan, the
Concessionaire may amend or remedy such plan within five business days. Once remedied, the Regulator must issue an
opinion within three business days and the MTC must issue its decision regarding the acquisition plan within seven
business days.

Pursuant to the Concession Agreement, the Concessionaire may enter into an engineering, procurement and
construction agreement for the construction of the Project and the Rolling Stock Supply. The EPC Contractor must
remain involved in the Concession up to two years after the completion of the construction of Phase 2, unless replaced
pursuant to the Concession Agreement. Certain of the Shareholders are party to an EPC Contract with the EPC
Contractor in accordance with the Concession Agreement. See “—The EPC Contract.”

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 In accordance with the Concession Agreement, the Concessionaire must submit to the MTC for its approval
several definitive engineering studies for the Works and Rolling Stock Supply of each Phase of the Project. The approval
of all the definitive engineering studies for each Phase must be obtained within the following timeframes:

 Phase 1-A: within 18 months as of the date of execution of the Concession Agreement,

 Phase 1-B: within 34 months as of the date of execution of the Concession Agreement, and

 Phase 2: within 43 months as of the date of execution of the Concession Agreement.

Currently, the Grantor has approved the first definitive engineering study for the Works of Phase 1-A, the
definitive engineering study for the Rolling Stock Supply, the definitive engineering studies for the construction of the
Patio Taller de Santa Anita and the definitive engineering studies for the construction of emergency and ventilation
shafts No. 20, No. 21, No. 22, No. 23 and No. 24, except for the polynomic price adjustment formula, which remains
under evaluation by the Grantor in order to be applied to the overall Works of the Project.

The Milestone Schedule is a schedule for completion of the relevant sections of the Project in conformity with
the Concession Agreement and which the EPC Contractor must meet in the performance of its obligations. The Milestone
Schedule may be amended upon the request of the Concessionaire and the approval of the MTC, with the prior opinion of
the Regulator.

The Concessionaire is responsible for paying any fines imposed by the MTC or the Regulator as a result of a
delay in fulfilling the Project’s Milestone Schedule, even if such delay is caused by the EPC Contractor. Notwithstanding
that the Concessionaire has primary responsibility to the MTC for the engineering, procurement and construction of the
Project, the EPC Contractor is responsible to the Concessionaire for its participation in the execution and construction of
the Project pursuant to the EPC Contract.

Financial Closing

The Concessionaire is required to submit evidence to the Grantor that it has obtained financing, or entered into
agreements to obtain financing, for reaching at least one Work Advance or Rolling Stock Supply Advance by submitting
supporting documents within six months (which has been extended for three additional months) as from the date of
execution of the Concession Agreement. The Grantor approved such financial closing on December 16, 2014, as
evidenced through Oficio No. 2745-2014-MTC/25.

Likewise, within 12 months from the date of execution of the Concession Agreement (i.e., April 28, 2015,
which has been extended by the MTC for an additional six months to October 28, 2015, at the request of the
Concessionaire), the Concessionaire is required to submit evidence to the Grantor that it has obtained financing, or
entered into agreements to obtain financing, for the Works and Rolling Stock Supply compensated through RPI
payments. In the event the Concessionaire does not obtain such financing for the Project within the timeframe specified
in the Concession Agreement, the Concession may be terminated by the Grantor.

Permitted Creditors

Pursuant to the Concession Agreement, neither the Issuer, the Indenture Trustee, nor the Holders are required to
qualify as Permitted Creditors in order to participate in the Project’s financing, and as such will not be afforded the same
rights granted to Permitted Creditors under the Concession Agreement. The lenders under the Construction Facility are
expected to constitute the only Permitted Creditors for the Project and as such are afforded the following rights under the
Concession Agreement: (i) upon termination of the Concession Agreement, have the Grantor assume all of the
Concessionaire’s outstanding payment obligations owed to them, (ii) cure any breach of the Concessionaire’s obligations
under the Concession Agreement, (iii) consent to any assignment of the Concession intended to be made by the
Concessionaire, (iv) consent to any amendment of the Concession Agreement, (v) receive notice from the Regulator in
the event the Concessionaire is in default of the Concession Agreement, and (vi) participate in the selection of a new
concessionaire in case the Concession Agreement terminates. Notwithstanding that none of the Issuer, the Indenture
Trustee or the Holders will be Permitted Creditors under the Concession Agreement, the ability of the RPI-CAO
Titleholders to exercise their rights under the RPI-CAOs will not be affected.

The Concession Assets

The Concession Agreement regulates the Concession Assets and the Concessionaire’s assets. Concession Assets
are the property of the Grantor and include the Concession Area, the Works, the Rolling Stock and any other asset that is
integrated into the Concession and which cannot be separated from it without affecting its operation. The Concession
Assets will revert to the Grantor upon termination of the Concession. The Concessionaire’s assets are those that are used
by the Concessionaire to perform its obligations under the Concession Agreement, without being Concession Assets.
These will not revert to the Grantor after termination of the Concession, but the Grantor will have a purchase option over

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such assets, pursuant to the Concession Agreement. The Concessionaire is responsible for the maintenance of the
Concession Assets during the term of the Concession.

The Project’s Works for each Phase will begin once the following conditions have been met: (i) the relevant
Concession Area for the first definitive engineering study has been delivered by the Grantor to the Concessionaire free of
Interferences, (ii) the definitive engineering study for such Works has been approved by the Grantor, (iii) the MTC has
communicated that the funds for the relevant Construction Payments for such Phase have been approved and made
available, (iv) the applicable insurance policies have been obtained, and (v) the applicable Construction Performance
Bond has been granted. In addition, Works for Phase 1-A also require the first financial closing to have been achieved by
the Concessionaire and for the Project Trust to have been established, both of which have been satisfied.

In addition to executing the Construction Works, the Concessionaire has the obligation to supply (i) the
Electromechanical Equipping necessary to operate the Project, (ii) the Systems Equipping necessary to operate the
Project, and (iii) all Rolling Stock required for the Project. The Concessionaire is required to supply and place into
commission the Rolling Stock required for the Project in accordance with the technical requirements for the Rolling
Stock in the Concession Agreement, which require the Rolling Stock to comply with GoA2 commissioning tests pursuant
to the following schedule:

 Phase 1-A: The Concessionaire must have supplied and commissioned a total of five trains by no later
than 34 months after execution of the Concession Agreement.

 Phase 1-B: The Concessionaire must have supplied and commissioned 15 additional trains by no later
than 56 months after execution of the Concession Agreement.

 Phase 2: The Concessionaire must have supplied and commissioned 15 additional trains for Line 2 and
seven trains for the Faucett-Gambetta Branch, by no later than 73 months after execution of the
Concession Agreement (for a total aggregate of 42 trains).

Service Levels

The Minimum Service Levels are quality indicators that the Concessionaire must maintain throughout the
operation of the Concession and include compliance with international standards for the operation, security and quality
for underground subway lines equipped with Communication Based Train Control technology and with GoA4
automation. The Concessionaire is required to submit to the Regulator and the MTC a plan for the rendering of the
service (the “Service Plan”) outlining the characteristics of the services provided to the public. The Minimum Service
Levels are measured according to (i) customer service provided to the public through information and service centers
located in the stations with the largest demand, (ii) signaling and customer information, and (iii) safety, including
measures under the “Reliability, Availability, Maintainability and Safety” criteria, passenger evacuations, private and/or
police security, surveillance equipment, among others.

The Regulator will also measure the Minimum Service Levels through four indexes proposed by the
Concessionaire as well as through the indexes contemplated in the Concession Agreement, including (i) the service
availability index, which will measure the relation between the number of programmed daily journeys for the trains and
the number of journeys effectively performed, with a minimum required compliance level of 97%, (ii) the service
regularity index, which will measure the relation of journeys programmed during rush hour in a given amount of time to
the number of journeys effectively performed during that same timeframe, with a minimum required compliance level of
96%, (iii) the train system quality index which measures the functionality of the main equipment in the trains and train
stations, such as platform doors, electric stairwells, information screens, lighting, sound systems, among others, with a
minimum required compliance level of 90%, (iv) the customer satisfaction index, which will measure the public’s
opinion regarding the service through periodical surveys, and (v) the fraud index, which measures the number of people
using the service without paying for the required tickets.

The Minimum Service Levels also includes compliance with certain criteria regarding the cleanliness and
maintenance of the subway stations and trains, including cleaning and washing all surface areas, floors, ceilings and
walls, the placement of an appropriate number of garbage cans, the cleanliness of bathrooms and the removal of all
graffiti.

Any failure by the Concessionaire to maintain the Minimum Service Levels during the operation of the
Concession would not entitle the Grantor to discontinue or suspend payments under issued RPI-CAOs.

Tariffs

For the public transportation service to be provided under the Concession, the Concessionaire will charge a
Tariff to the users of Line 2 and the Faucett-Gambetta Branch, according to the amounts set forth in the Concession
Agreement. The Tariff is established in U.S. Dollars, but will be charged to users in Peruvian Nuevos Soles at the

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exchange rate published in the Official Gazette on February 1 of each year as the SBS’ tipo de cambio promedio
ponderado venta. The applicable Tariff may be modified by the MTC, according to variations in operation and
maintenance costs, changes in cost of living, and of public transportation demand. As of the date of these Listing
Particulars, under Peruvian law there is no value-added tax applicable to the Tariff.

All Tariff collections are deposited into the Collection Account established pursuant to the Project Trust
Agreement. Funds deposited by the Concessionaire in Peruvian Nuevos Soles into the Collection Account will then be
converted to U.S. Dollars by the Peruvian Trustee and will be used to fund (i) the RPI Reserve Account, (ii) the RPI
Account from which the Eligible RPI-CAOs purchased by the Issuer are paid, and (iii) if there are excess funds, the
RPMO Account and the Contingency Account. See “Description of Principal Finance Agreements—Project Trust
Agreement.”

Payments and Payment Mechanics

In accordance with the Concession Agreement, the Concessionaire and the Grantor created the Project Trust
pursuant to the Project Trust Agreement, through which the payment obligations under the Concession Agreement,
including the RPI-CAO payments, Construction Payments, Rolling Stock Supply Payments and RPMO payments will be
administered.

Investments in Works (RPI-Obras)

Upon reaching the date on which each Work Advance Period ends, the Concessionaire will request the
Regulator to (i) certify that the Work Advance has been executed in accordance with the Milestone Schedule and in
satisfaction of the requirements of the Concession Agreement, and (ii) issue a Works Progress Certificate acknowledging
and certifying the Works executed and the investments made by the Concessionaire.

Within 15 business days after receipt of such request, the Regulator must certify if the Work Advance was
executed in accordance with the Project’s definitive engineering studies and the Milestone Schedule and in satisfaction of
the requirements of the Concession Agreement. The Regulator will report any objections thereto as a percentage of the
Work Advance reflected in the Milestone Schedule. If the objections to the Works raised by the Regulator do not in
aggregate exceed 5% of the scheduled Work Advance, then the Regulator will issue and deliver to the MTC a Work
Advance Report. If the objections raised by the Regulator in aggregate exceed 5% of the scheduled Work Advance, the
Regulator will notify the Concessionaire of such objections and the Concessionaire will have a term of three months to
remedy the objections raised by the Regulator. Once the objections have been cleared or have been reduced so they do
not exceed 5% of the scheduled Work Advance, the Regulator will have a term of 15 business days to issue the
corresponding Work Advance Report. Once the Work Advance Report has been issued, it must be approved by the MTC
within a period of five business days after being received, and then returned to the Regulator, who will then issue a
Works Progress Certificate for the certified Work Advance within a term of five business days after the MTC approves
the Work Advance Report. For each Works Progress Certificate issued by the Regulator, the MTC will issue a
corresponding RPI-CAO Certificate, which will detail the terms and conditions under which the associated RPI-CAO
payments will be made. In case any objections aggregating 5% or less of the scheduled Work Advance remain after the
Work Advance Report was issued, such percentage of the Work Advance will be recognized when the objections are
cleared, under the procedure for the liquidation of the relevant Work Milestone.

If the Grantor fails to deliver the Concession Areas by the deadline provided under the Concession Agreement,
resulting in a delay in the Works and in the Work Advances not attributable to the Concessionaire, then the Regulator
would remain obligated to issue Work Advance Reports and Works Progress Certificates to certify the Works effectively
performed, regardless of the percentage of completion of the performed Works relative to the Milestone Schedule.

Each Works Progress Certificate will (a) grant the Concessionaire (or the RPI-CAO Titleholder to whom the
related RPI-CAOs have been transferred) the right to receive RPI-CAO payments for an amount of the RPI-Obras
proportional to the Work Advance certified by the related Works Progress Certificate, and (b) entitle the Concessionaire
(or the RPI-CAO Titleholder to whom the related RPI-CAOs have been transferred) to receive 60 quarterly RPI-CAO
payments during the RPI Payment Period in accordance with the payment schedule attached to the corresponding RPI-
CAO Certificate issued by the MTC. RPI-CAO payments will begin on the first scheduled RPI-CAO Payment Date to
occur following the earlier of (x) the date of commencement of commercial operations of Phase 2 of the Project, or (y) 65
months after the date of execution of the Concession Agreement (i.e., September 28, 2019). Payments of RPI-CAOs
related to Works Progress Certificates issued after the earliest to occur of such dates will commence on the RPI-CAO
Payment Date occurring in the quarter immediately following the issuance of such certificate and will be paid during the
course of 15 years thereafter.

Upon reaching the date set forth in the Milestone Schedule for finishing each Work Milestone, the
Concessionaire will request the Regulator to liquidate such Work Milestone. The Regulator will determine whether, after
applying the polynomic formula set forth in the Project’s definitive engineering studies, there exist any additional
amounts payable to the Concessionaire or if any deduction should apply. Once the Work Milestone is liquidated, if any

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additional amounts are determined by the Regulator to be payable to the Concessionaire then the Regulator will issue an
Adjustment and Liquidation Certificate for such amounts. Each Adjustment and Liquidation Certificate will grant the
Concessionaire (or the RPI-CAO Titleholder to whom the related RPI-CAOs have been transferred) the right to receive
the corresponding RPI, denominated as an “aRPI”, for the amounts liquidated by the Regulator. Any aRPI amounts
payable pursuant to an Adjustment and Liquidation Certificate will be paid in quarterly payments over a period of 15
years, in accordance with the payment schedule attached to the corresponding RPI-CAO Certificate issued by the MTC.
In case any deduction is determined by the Regulator to be applicable, the Regulator will apply such deductions to the
Adjustment and Liquidation Certificate corresponding to the immediately succeeding Work Milestone. In the event the
liquidation of the immediately succeeding Work Milestone does not result in any additional amount being payable to the
Concessionaire against which to apply any deduction that has not been previously applied, such deduction will be applied
to the Adjustment and Liquidation Certificate issued in connection with the liquidation of succeeding Work Milestones
until such deduction is fully applied. In case all Work Milestones within a Phase are liquidated and any deduction
remains unapplied, the Concessionaire will deposit a corresponding amount in cash into the Collection Account within
five business days from the date on which the Concessionaire was notified of the liquidation of all Work Milestones of
such Phase. Such amount will not be subject to value-added tax or interest payments. Any Adjustment and Liquidation
Certificate, or lack thereof, will have no effect on the RPI-CAOs already vested.

Investments in Rolling Stock (RPI-MR)

The Concession Agreement provides that, upon reaching the date by which a Rolling Stock Supply Advance is
to be achieved, the Concessionaire may request the Regulator to (i) certify that the Rolling Stock Supply Advance was
performed in accordance with the Project’s definitive engineering studies and the Milestone Schedule and in satisfaction
of the requirements of the Concession Agreement, and (ii) issue a Rolling Stock Supply Certificate acknowledging and
certifying the Rolling Stock Supply Advance completed and the investments made by the Concessionaire. However,
given that the current Milestone Schedule that forms part of the Concession Agreement contemplates that all Rolling
Stock Supply will be compensated through cash PPMR payments as described below, no RPI-MR payments are expected
to be made to the Concessionaire.

Construction Payments (PPOs)

Under the Concession Agreement, the Grantor is required to pay the Concessionaire Construction Payments for
a total amount of U.S.$3.1 billion (including value-added tax), which corresponds to compensation for construction of
certain Works set forth in the Milestone Schedule. Construction Payments are made in cash directly by the Grantor, using
its own funds, through deposit into the Project Trust’s Cofinancing Account.

The Works are divided into Work Milestones to be executed pursuant to the Concession Agreement, the
definitive engineering studies and the Milestone Schedule. Each Work Milestone is divided into segments to be executed
and paid quarterly on each Work Advance Period. Upon reaching the date on which each Work Advance Period ends, the
Concessionaire will request that the Regulator certify that the Works executed during such Work Advance Period have
been executed in accordance with the Project’s definitive engineering studies and the Milestone Schedule and in
satisfaction of the requirements of the Concession Agreement, and request that the Grantor provide the corresponding
Construction Payment.

Rolling Stock Supply Payments (PPMRs)

Under the Concession Agreement, the Grantor is required to pay the Concessionaire Payments for Rolling Stock
Supply for a total amount of U.S.$612.9 million (including value-added tax), which corresponds to compensation for
supply of Rolling Stock set forth in the Milestone Schedule.

The Rolling Stock Supply obligation is divided into three Supply Milestones, for each Phase of the Project. Each
Supply Milestone includes the supply and installation of all trains corresponding to the applicable Phase of the Project.
After each Rolling Stock Supply Advance is completed, the Concessionaire will request that the Regulator certify the
Rolling Stock Supply Advance and that the Grantor pay the corresponding Payment of Rolling Stock Supply.

Complementary and Optional Services payments

Under the Concession Agreement, the Concessionaire may provide complementary services, such as the leasing
of spaces in the subway stations, visual, television and radio advertisements, easements and the provision of maintenance
and repair to other operators of subway lines, among others. The MTC is entitled to receive as compensation 20% of the
gross income derived from the provision of maintenance and repair services to other operators of subway lines and 50%
of gross income for any of the other complementary services mentioned above. In addition, the Concessionaire may also
provide optional services such as parking lots, commercial establishment leases, entertainment and cultural activities,
among others. The MTC is also entitled to receive as compensation a percentage of the gross income for the optional
services to be agreed with the Concessionaire on a case by case basis.

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 The MTC’s compensation derived from complementary and optional services described above will be deposited
directly by the Concessionaire into the Collection Account of the Project Trust. The Concessionaire will identify those
funds to the Peruvian Trustee as derived from complementary and optional services for the Peruvian Trustee to transfer
them from the Collection Account to the RPMO Account.

See “Description of Principal Finance Agreement—Project Trust Agreement—Project Trust Accounts.”

Payments to the MTC

Under the Concession Agreement, the MTC is entitled to receive the excess funds in the Collection Account
after the Peruvian Trustee has verified that (i) an amount equal to four quarterly RPI-CAO payments has been deposited
in the RPI Reserve Account, (ii) an amount equal to the following quarterly RPI-CAO payment has been deposited in the
RPI Account, and (iii) an amount equal to the following bi-monthly RPMO payment is deposited in the RPMO Account.
Those excess funds will be deposited and will remain in the Contingency Account, and will be used to cover unforeseen
geological contingencies and Additional Interferences.

The MTC’s compensation will be paid through the transfer of any excess amounts in the Collection Account to
the Contingency Account of the Project Trust.

Economic-Financial Equilibrium

The Concession Agreement contains provisions designed to maintain the economic-financial equilibrium of the
Concession if there is a change in Peruvian law that affects such equilibrium; provided that such changes are exclusively
related to the economic-financial aspects of the Concession Agreement, such as changes in income, investment costs, or
operation and maintenance costs. Consequently, any change in law that causes an imbalance of the economic-financial
equilibrium existent as of the execution date of the Concession Agreement that negatively impacts the Concessionaire or
the Grantor, as validated by the Regulator, will entitle the affected party to be compensated by the other party for the
losses suffered due to such event.

Tax Regime

The Concessionaire is subject to Peruvian national, regional and municipal tax legislation and is obliged to
comply with all tax obligations related to its activities, including all taxes, fees, duties and contributions applicable to the
Concession Assets, regardless of whether such assets are delivered by the Grantor or are incorporated into the
Concession by the Concessionaire or whether such taxes are imposed by national, regional or local governments in Peru.

On June 5, 2014, the Concessionaire entered into a Legal Stability Agreement with Peru (acting through the
MTC and ProInversión), whereby (i) the income tax rate applicable to the Concessionaire’s activities, and (ii) the legal
labor regime applicable to the Concessionaire’s employees, will not be affected by future modifications of existing
Peruvian law during the term of the Concession. The Concessionaire may decide to renounce to the benefits of such
Legal Stability Agreement without any penalties.

Insurance and Liability of the Concessionaire

The Concessionaire is required to maintain, throughout the term of the Concession, insurance that covers: (i)
civil liability, (ii) all risk construction insurance during the period of construction of the Works, (iii) damage to assets
being constructed (including for damages due to earthquakes), (iv) labor risk, and (v) other insurance deemed necessary
by the Concessionaire according to its own risk assessment, including insurance for Concession Assets being operated.

Grantor Guaranty

On April 28, 2014, the Concessionaire entered into a Guaranty Agreement (Contrato de Garantía) with the
Grantor, pursuant to which the Grantor guaranteed to the Concessionaire the representations, assurances and obligations
of the MTC set forth in the Concession Agreement.

Concessionaire Performance Bonds

Concession Agreement Performance Bond

The Concessionaire is required to provide a guarantee over all of its obligations under the Concession, including
the preparation of the definitive engineering studies, the operation and maintenance of the Concession, any penalties
imposed on the Concessionaire, design errors of the Works and the Rolling Stock and for the Rolling Stock Supply, up to
the third year of the Concession (the “Concession Agreement Performance Bond”). The Concession Agreement
Performance Bond does not cover the obligations guaranteed by the Construction Performance Bond and the Rolling
Stock Supply Performance Bond. The Concession Agreement Performance Bond was initially issued for U.S.$280.0

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million and remained in effect for such amount until December 26, 2014, after the first definitive engineering study for
Phase 1-A and for the Rolling Stock Supply were approved, having thereafter been reduced to U.S.$70.0 million, amount
which is currently in effect. The Concession Agreement Performance Bond must remain in effect until two years after the
termination of the Concession Agreement.

Construction Performance Bond

The Concessionaire is required to provide, or cause to be provided, a guarantee of the execution of the Works
(and any Additional Works that may be required under the Concession Agreement) in accordance with the terms of the
definitive engineering studies, including the payment of any penalties (the “Construction Performance Bond”). The
Construction Performance Bond was issued on December 26, 2014 for an amount of U.S.$470.0 million. The
Construction Performance Bond will be reduced to (i) U.S.$420.0 million, at the beginning of the third year of the
Concession, (ii) U.S.$300.0 million, at the beginning of the fourth year of the Concession, and (iii) U.S.$170.0 million, at
the beginning of the fifth year of the Concession. This guarantee must be in effect during the construction period of the
Project and must remain in effect until six months following the acceptance of the Works. Pursuant to the EPC Contract,
the EPC Contractor is required to provide and maintain in full force and effect the Construction Performance Bond.

Rolling Stock Supply Performance Bond

The Concessionaire is required to provide a guarantee of the Rolling Stock Supply, according to the definitive
engineering study of each Phase, as well as the repair of the Rolling Stock, if necessary, and payment of any applicable
penalties (the “Rolling Stock Supply Performance Bond”). The Rolling Stock Supply Performance Bond must be
issued at the beginning of the third year of the Concession, for an amount of U.S.$50.0 million and remain in force up to
six months after the completion and acceptance of the Rolling Stock Supply of Phase 2. Pursuant to the EPC Contract,
the EPC Contractor is required to provide and maintain in full force and effect the Rolling Stock Supply Performance
Bond.

Social-Environmental Considerations

The Concessionaire is required to protect the environment and will be jointly liable together with any
subcontractor during the term of the Concession for any environmental damages. As a result, the Concessionaire must
comply with the requirements set forth in the environmental impact study for each segment constructed during the term
of the Concession, as regulated by the General Directorate of Socio-Environmental Matters (Dirección General de
Asuntos Socio Ambientales) of the MTC. The Concession Agreement establishes social-environmental specifications and
environmental management programs with which the Concessionaire is required to comply. These specifications and
programs address different environmental components such as air, noise, geomorphology, soil, hydrology, fauna and
flora, vegetation and cultural heritage. Due to the impact that may be caused by the installation, use, operation and
abandonment of residual construction materials and installations, the Concessionaire is also required to protect the
environment with respect to such materials as part of the environmental management program.

Amendments

The Concession Agreement may only be amended by mutual agreement of the parties, with the prior technical
opinion of the Regulator and must be in accordance with Peruvian law. Requests for amendments must be submitted to
the other party with a copy to the Regulator and supported by technical and financial data and with the approval of the
Permitted Creditors. In addition, certain amendments to the Concession Agreement may also require the prior opinion of
the MEF. On December 26, 2014, the Grantor and the Concessionaire entered into an amendment to the Concession
Agreement to address (i) certain bankability matters, and (ii) technical aspects related to the removal of Interferences and
the delivery of the Concession Areas.

Termination

The term of the Concession is 35 years and is thus scheduled to terminate in 2049, unless otherwise suspended
or terminated pursuant to its terms, or extended at the request of the Concessionaire, which would be authorized by the
MTC with the prior technical opinion of OSITRAN and provided that the Concessionaire is not in material default of its
obligations under the Concession Agreement. Any such extension request must be filed at least three years prior to the
Concession Agreement’s scheduled termination date. In no event may the term of the Concession exceed 60 years.

In addition, the Concession Agreement can only terminate early upon the occurrence of one of the following
events: (i) by mutual agreement of the Grantor and the Concessionaire, (ii) the material breach of a contractual obligation
(as described below) by the Concessionaire or the Grantor, (iii) the unilateral decision by the Grantor due to reasons of
public interest, with six months prior written notice to the Concessionaire, or (iv) a force majeure event.

A material breach of contractual obligations by the Concessionaire includes the following, among others: (A)
the failure to pay the required initial capital within the term set forth in the Concession Agreement, (B) the failure to take

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possession of the Concession Areas within the term and in the manner set forth in the Concession Agreement, (C) the
disposition of the Concession Assets in any manner other than as provided for in the Concession Agreement, (D) a
material impact on the environment and natural resources due to the contravention of recommendations provided in the
socio-environmental specifications and due to causes attributable to the Concessionaire, (E) the reiterated default of the
Concessionaire of the obligations established in the approved environmental impact assessment, understood as the
application of penalties for such defaults for an amount equal to or greater than U.S.$30.0 million, (F) an action or
omission that constitutes willful non-compliance that results in a public action felony in detriment to the users of the
Project, the Grantor and the Regulator, as stated by a sentence with the status of res judicata, (G) failure to initiate
commercial operation of any given Phase within the period established in the Concession Agreement, or the failure to
provide the public transportation service for three consecutive days or six non-consecutive days within one month, (H)
the assignment of its rights or its contractual position under the Concession Agreement without the prior written
authorization of the Grantor, (I) failure to charge the Tariffs established by the MTC up to three times in a period of six
months, (J) charging of Tariffs in amounts greater than those authorized, as verified by the Regulator up to three times in
a period of 12 months, (K) commencement by the Concessionaire of a merger, spin-off or reorganization without Grantor
authorization, (L) failure to obtain the financial closing within the terms established in the Concession Agreement, (M)
failure to maintain the performance bonds granted in favor of the Grantor, (N) failure to maintain insurance as required
under the Concession, (O) issuance of a final administrative or judicial order or decision in an action by the
Concessionaire that either impedes the Concessionaire from performing its contractual obligations or that creates a lien or
encumbrance over the Concession Assets for more than 60 days, (P) commencement by the Concessionaire of a
corporate, administrative or judicial proceeding for its dissolution or liquidation, (Q) declaration of dissolution,
liquidation, bankruptcy or the naming of an interventor for the Concessionaire, (R) failure to comply with the timeframes
set forth in the Milestone Schedule due to causes attributable to the Concessionaire for more than three consecutive
months, unless the Regulator opines otherwise, (S) the execution of new contracts or any amendment with respect to the
EPC Contract or the Technical Assistance Agreement that reduces the applicable obligations established in the bidding
process for the Concession, or any amendments in general that reduce the equity participation of the shareholders of the
members of the EPC Contractor, of the Rolling Stock Provider, or the Technical Assistance Provider, who qualified with
the prequalification requirements for the Concession’s bidding process, if any, (T) failure to cure objection raised by the
Regulator to the Rolling Stock, (U) accumulation of penalties for an amount equal to or greater than U.S.$30.0 million,
which became effective or consented within a term of five consecutive years, (V) reiterated failure to comply with (i) the
parameters established for the engineering, Works or Rolling Stock Supply, or (ii) the levels of service required under the
Concession Agreement, (W) failure to initiate the Works of any Phase, or failure to provide the Rolling Stock within the
terms established in the Concession Agreement, due to causes attributable to the Concessionaire, (X) failure to begin
commercial operation within the terms established in the Concession Agreement, due to causes attributable to the
Concessionaire, (Y) in case of suspension of the term of the Concession, if the service is not restored after the term of the
suspension is finished, or if the Concessionaire does not continue with the commercial operation of the Concession
within any extension of the term of the Concession granted by the Grantor, (Z) replacement of the EPC Contractor, the
Rolling Stock Provider or the Technical Assistance Provider, without the authorization of the Grantor, (AA) failure to
meet the maximum term for the performance of the operation tests of the Rolling Stock, (BB) failure to comply with the
provisions of the Concession Agreement for (i) the participation of the Strategic Partner, and/or (ii) transfer of the
Strategic Partner’s equity participation in the Concessionaire, (CC) failure to comply with arbitral awards in relation to
the Concession Agreement, (DD) failure of the Concessionaire to fulfill any payment obligation under the Concession
Agreement, or (EE) any misrepresentation of the Concessionaire in the Concession Agreement.

Material breaches of contractual obligations by the Grantor consist of the following: (A) the enactment of laws,
regulations, orders, acts or measures that impede or severely impair the performance of the Concessionaire’s obligations
in relation to the Concession Agreement, whose impact cannot be adequately mitigated through the reestablishment of
the economic and financial equilibrium, as set forth in the Concession Agreement, (B) default in the payment of the
RPMO for more than three consecutive months, (C) default in the payment of the Construction Payment or the RPI-
CAOs for more than two consecutive quarters, (D) non-compliance with the procedures set forth in the Concession
Agreement to maintain the Concession’s economic-financial equilibrium, (E) unjustified default in the delivery of the
Concession Areas in the terms established in the Concession Agreement, due to causes attributable to the Grantor, or (F)
failure by the Grantor to budget for each fiscal year the necessary amounts to pay the RPMO, the Construction Payments,
the Rolling Stock Supply Payments and the RPI.

The termination of the Concession due to any of the above reasons will result in the following: (i) the
Concessionaire being obligated to return to the Grantor the land related to the Concession and the Concession Assets, (ii)
the termination of the Concessionaire’s right to operate and maintain the Project, (iii) the Grantor or a new concessionaire
taking over the Concession, and (iv) the Regulator becoming responsible for the liquidation of the Concession. See “—
Termination Payments.”

The Concession Agreement provides that the termination of the Concession Agreement by any of the reasons set
forth above will not limit the rights of RPI-CAO Titleholders to collect any amounts due and payable with respect to
RPI-CAOs issued prior to the termination of the Concession Agreement.

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Termination Payments

In case of termination of the Concession, the Concessionaire will be entitled to receive a Net Compensation
Value, which calculation will vary depending on when the Concession is terminated, as described below:

(i) If the Concession is terminated before the commencement of the Works:

In the event of termination of the Concession before the commencement of the Works, the Net Compensation
Value will be the difference between (a) the expenses incurred by the Concessionaire up to the date of termination of the
Concession, duly approved by the Regulator, including, among others, construction expenses, easements, counseling,
social communication, preliminary studies, granting of contractual security and guarantees, insurance policies and
expenses incurred during the bidding process, minus (b) amounts owed but not yet paid for penalties and amounts
recognized by insurance companies that were not applied to the Concession. This Net Compensation Value must be paid
by the Grantor, at the latest, within the next fiscal year following the approval of such amount.

(ii) If the Concession is terminated after the commencement of the Works, but before the commencement of
commercial operations of Phase 2 (Net Compensation Value for Construction Payments and Rolling
Stock Supply Payments):

If the Concession is terminated after the commencement of the Works, but before the commencement of
commercial operation of Phase 2, the Net Compensation Value for PPO and PPMR will be determined pursuant to the
following calculation:

(a) Works compensated with PPO: The Regulator will perform a liquidation of Work Milestones without
considering the Work Milestones that have already been liquidated and paid. The liquidation will be
performed until the termination date, in accordance with the approved definitive engineering studies.
The Regulator will then deduct from this amount the PPOs already paid for the Work Advances that
have been executed, as well as any Work Advances differentials deducted from the PPOs.

(b) Rolling Stock compensated with PPMR: The Regulator will determine the valuations of the Rolling
Stock Supply Advances and their respective adjustments from the date of the last liquidation up to the
termination date, in accordance with the approved definitive engineering studies for the Rolling Stock.
The Regulator will deduct the PPMR payments already made and any differential amounts, if any.

(c) In the event commercial operations for Phase 1-A and/or Phase 1-B have already commenced, the
Regulator will determine the valuation of the RPMO for the period extending from the last bi-monthly
RPMO payment up to the termination date, corresponding to the portion of the compensation accrued
but not yet paid.

(d) The Regulator will determine the consolidated value of the expenses described in paragraph (i)(a)
above that have been incurred by the Concessionaire before the approval of the first definitive
engineering study for the Works of Phase 1-A or the approval of the definitive engineering study for
the Rolling Stock, whichever had occurred first.

(e) If the termination of the Concession is attributable to the Grantor’s default or the Grantor’s unilateral
decision, each of the valuations described in paragraphs (a), (b), (c) and (d) above will be adjusted as of
the termination date by applying an interest rate of Libor plus 2%.

(f) The Regulator will then deduct from the amount resulting from the calculation referred to in paragraph
(e) above, the pending amounts for penalties and amounts recognized by insurance companies that
were not applied to the Concession.

This Net Compensation Value must be paid by the Grantor, at the latest, within the next fiscal year following the
approval of such amount.

(iii) If the Concession is terminated after the commencement of the Works, but before the commencement of
commercial operations of Phase 2 (Net Compensation Value for RPI)

If the Concession is terminated after the commencement of the Works, but before the commencement of
commercial operations of Phase 2, the Net Compensation Value for RPI will be determined pursuant to the following
calculation:

(a) Works compensated with RPI: The Regulator will perform a liquidation of Work Milestones without
considering the ones already liquidated and which Works Progress Certificates have already been
issued. The liquidation will be performed up to the termination date, in accordance with the approved

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 definitive engineering studies. The Regulator will then deduct from this amount the Works Progress
Certificates already issued for the Work Advances executed. The Grantor will elect to either (i) pay the
resulting value, or (ii) issue the respective Works Progress Certificates and further payment of the
corresponding RPI on the respective due dates and in the established amounts, in which case those
amounts will not be included in the Net Compensation Value.

(b) Rolling Stock compensated with RPI (if any): The Regulator will determine the valuations of the
Rolling Stock Supply Advances and their respective adjustments from the last liquidation up to the
termination date, in accordance with the approved definitive engineering studies for the Rolling Stock.
The Regulator will deduct, as the case may be, the Rolling Stock Supply Certificates already issued for
the Work Advances performed. The Grantor will elect to either (i) pay the resulting value, or (ii) issue
the respective Rolling Stock Supply Certificates and further payment of the corresponding RPI on the
respective due dates and in the established amounts, in which case, those amounts will not be included
in the Net Compensation Value.

(c) In the event commercial operations of Phase 1-A and/or Phase 1-B have already commenced, the
Regulator will determine the valuation of RPMO for the period from the date of the last bi-monthly
RPMO payment up to the termination date corresponding to the portion of the compensation accrued
but not yet paid.

(d) The Regulator will determine the consolidated value of the expenses described in paragraph (i)(a)
above that have been incurred by the Concessionaire before the commencement of the Works.

(e) If the termination of the Concession is attributable to the Grantor’s default or to the Grantor’s unilateral
decision, each of the valuations described in paragraphs (a), (b), (c) and (d) above will be adjusted as of
the termination date by applying an interest rate of Libor plus 2%.

(f) The Regulator will then deduct from the amount resulting from the calculation referred to in paragraph
(e) above, the pending amounts for penalties and amounts recognized by insurance companies that
were not applied to the Concession.

This Net Compensation Value must be paid within the 12 months following the calculation of such amount.

Assignment or Transfer of Rights

The Concessionaire may not transfer or assign its rights under the Concession Agreement without the prior
approval of the Grantor, except for the transfer of RPI-CAOs, which pursuant to the Concession Agreement are freely
transferable by the Concessionaire to third parties.

Changes to certain of the parties involved in the Project

As set forth above, if any of the following events occur without the prior authorization of the Grantor such
would constitute a material breach of contractual obligations by the Concessionaire, which would entitle the Grantor to
terminate the Concession Agreement: (i) reductions in the equity participation of the shareholders of the members of the
EPC Contractor, of the Rolling Stock Provider or the Technical Assistance Provider, who qualified with the
prequalification requirements for the bidding process for the award of the Concession Agreement, if any, (ii) the
replacement of the EPC Contractor, the Rolling Stock Provider or the Technical Assistance Provider without the
authorization of the Grantor, and/or (iii) the failure to comply with the provisions of the Concession Agreement for the
participation of the Strategic Partner and/or the transfer of the Strategic Partner’s equity participation in the
Concessionaire in breach of the provisions of the Concession Agreement.

EPC Contractor, Rolling Stock Provider and Technical Assistance Provider

The Concession Agreement provides that the EPC Contractor and the Rolling Stock Provider may not be
replaced without the authorization of the Grantor, except after two years from the commencement of commercial
operations of Phase 2 of the Project.

The Concession Agreement provides that the Technical Assistance Provider may not be replaced without the
authorization of the Grantor, except after five years from the commencement of commercial operations of Phase 2 of the
Project.

To obtain such authorization from the Grantor, the Concessionaire must submit a request to both the Grantor and
the Regulator for such replacement of the EPC Contractor, the Rolling Stock Provider or the Technical Assistance
Provider, providing evidence that the successor EPC Contractor, Rolling Stock Provider or Technical Assistance

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Provider, as applicable, complies with the requirements for such entity under the bidding terms for the award of the
Concession.

The EPC Contractor is a consortium formed by COSAPI, Ansaldo STS, AnsaldoBreda, Salini Impregilo,
Dragados S.A. and FCC Construcción S.A., the Rolling Stock Provider is AnsaldoBreda and the Technical Assistance
Provider is Metro de Madrid, S.A. See “Certain Key Transaction Parties—The Shareholders,” “Description of Principal
Project Documents—The EPC Contract” and “Description of Principal Project Documents—The Technical Assistance
Agreement. ”

Strategic Partner

The Concession Agreement provides that the Strategic Partner must remain as such, with an equity participation
in the Concessionaire of at least 25%, during the term of the Concession Agreement, unless the change of the Strategic
Partner is authorized by the Grantor. To obtain such authorization from the Grantor, the Concessionaire must submit a
request to both the Grantor and the Regulator evidencing that such successor Strategic Partner complies with, if the
request is submitted up to two years after the commencement of commercial operations of Phase 2 of the Project, the
requirements as Strategic Partner under the Concession’s bidding terms or, if the request is submitted thereafter (i) the
requirements for qualification as the operator of the Project under the Concession’s bidding terms, or (ii) with the
financial requirements for the Strategic Partner under the Concession’s bidding terms, and that the Concessionaire
maintains or has entered into an agreement (for at least five additional years) with a technical operations advisor that
complies with the requirements under the Concession’s bidding terms.

Shareholders

Under the Concession Agreement, the Shareholders may transfer their shares in the Concessionaire, provided
that the Concessionaire delivers to the Regulator information necessary to ascertain that the new shareholder has an
economic and financial condition equal or superior to that of the selling shareholder.

Applicable Law and Dispute Resolution

The Concession Agreement is governed by Peruvian law.

The parties have agreed that any dispute that may arise with regard to the interpretation, execution, compliance
and any other aspect related to the existence, legality, effectiveness or termination of the Concession Agreement will be
resolved by direct negotiation (trato directo) between the parties. In the event the parties do not reach an agreement with
respect to such dispute within the timeframes specified in the Concession Agreement, (i) any disputes relating to
technical matters will be heard by a panel of specialists in a technical arbitration procedure (Arbitraje de Conciencia), (ii)
non-technical disputes for amounts exceeding U.S.$30.0 million (or its equivalent in Peruvian Nuevos Soles) will be
heard in a legal arbitration procedure by an arbitral tribunal of ICSID in Washington D.C. in the United States of
America, under the regulations of that jurisdiction, and (iii) non-technical disputes for amounts equal to or under
U.S.$30.0 million (or its equivalent in Peruvian Nuevos Soles) or without a quantifiable claim amount, will be settled
through legal arbitration before the International Mediation and Arbitration Center of the Lima Chamber of Commerce.

The EPC Contract

On March 20, 2014, during the bidding process for the award of the Concession, the Shareholders entered into
the EPC Contract with the Initial EPC Contractor for the design, construction, Electromechanical Equipping, Systems
Equipping and Rolling Stock Supply of the Project. On April 25, 2014, the Shareholders assigned their contractual
position in the EPC Contract to the Concessionaire, and the Initial EPC Contractor assigned its contractual position to the
EPC Contractor. The EPC Contract Price is U.S.$4.2 billion (subject to adjustment) and payable in monthly installments.
The Concessionaire has retained primary responsibility to the MTC for the design, engineering, procurement and
construction and supply of Electromechanical Equipping, Systems Equipping and Rolling Stock Supply of the Project.

Rights and Obligations

Under the EPC Contract, the EPC Contractor will be required to:

 prepare and deliver the definitive engineering studies according to the requirements set forth in the
Concession Agreement and applicable law,

 perform the Works required under the Concession Agreement, including the Construction Works, the
Electromechanical Equipping, the Systems Equipping, the supply of any required assets and the
integration of the Rolling Stock with the Works, and perform all obligations required to ensure that the
Concessionaire will comply with the Concession Agreement, until the Grantor has issued the required
Acceptance of Works Statement,

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  perform the Rolling Stock Supply, including all trains required under the Concession Agreement,
including their installation and integration with Line 2 and the Faucett-Gambetta Branch infrastructure,
until the approval of the operation tests,

 provide on a monthly basis, at the request of the Concessionaire, detailed information of the
construction process and the methods to be adopted for the execution of the Works and Rolling Stock
Supply, including when such information is required by the MTC or the Regulator to the
Concessionaire,

 obtain and maintain the Construction Performance Bond and the Rolling Stock Supply Performance
Bond, for the amounts established in the Concession Agreement,

 notify the Concessionaire of any circumstance that could affect, extinguish, revoke, or threaten in any
manner any right of way, surface right or any other right of similar nature granted in favor of the
Concessionaire,

 comply with all environmental requirements of the Concession Agreement in addition to the
environmental impact assessment and the environmental plan prepared by the Concessionaire,

 protect the environment and carry out all the necessary measures to assure the adequate environmental
management of the project and all the mechanisms to allow adequate communications with the local
community, and

 construct the Project in accordance with the cultural and archeological heritage of the Concession Area.

Construction Procedures

The Milestone Schedule is a schedule for the completion of Works and the Rolling Stock Supply that is attached
as an exhibit to the Concession Agreement (as incorporated pursuant to the amendment to the Concession Agreement),
which may be adjusted subject to the approval of the MTC.

If a Milestone Schedule delay is caused by the EPC Contractor, it is required to indemnify the Concessionaire
for any fines imposed by the MTC or the Regulator pursuant to the Concession Agreement and assume them directly, to
the extent they are caused by their participation in the execution and construction of the Project.

The Works and the Rolling Stock will be accepted by the Grantor for each Phase once they have been completed
and installed as provided for in the Concession Agreement, in order for commercial operation to be achieved. The
Concessionaire will issue to the EPC Contractor an Acceptance of Works Statement and an Acceptance of Rolling Stock
Statement, once these have been issued by the MTC.

Payments

The EPC Contract Price is a fixed, lump sum amount, subject to adjustments (in the same manner as the
Concession Agreement is adjusted), which covers all taxes (excluding value-added tax) labor costs, equipment and
material costs, as well as other costs and expenses related to the work to be performed on the Project by the EPC
Contractor. The EPC Contract Price will be paid to the EPC Contractor in monthly installments according to the
performance of Works and according to the completion of certain milestones for the Rolling Stock Supply.

Indemnification

The EPC Contractor will indemnify the Concessionaire for direct damages caused due to its performance of the
EPC Contract that lead to the imposition of penalties to the Concessionaire under the Concession Agreement, up to a
maximum amount of U.S.$470.0 million.

Amendments

The EPC Contract may only be amended by mutual agreement of the parties. On May 13, 2014, the EPC
Contractor and the Concessionaire amended the EPC Contract with the purpose of indicating which cash flows would be
used for the payment of the EPC Contract Price. On or prior to the Closing Date, the parties to the EPC Contract will
enter into a second amendment with the purpose of including certain obligations of the EPC Contractor related to the
granting of security to the facilities financing the Project.

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Termination

The EPC Contract will terminate in accordance with its terms upon any of the following events: (i) termination
of the Concession in accordance with the Concession Agreement, (ii) a material breach by the EPC Contractor of its
obligations under the EPC Contract, (iii) a material breach by the Concessionaire of its obligations under the EPC
Contract, or (iv) by mutual agreement between the parties.

Applicable Law and Dispute Resolution

The governing law of the EPC Contract is Peruvian law. In the case of any dispute, the claims will be heard by a
three-member arbitral tribunal in accordance with the Rules of Arbitration of the International Chamber of Commerce
(ICC).

The Technical Assistance Agreement

On April 25, 2014, the Concessionaire and the Technical Assistance Provider entered into a technical assistance
agreement, pursuant to which the Technical Assistance Provider agreed to provide technical assistance services
exclusively to the Concessionaire in connection with the performance of its obligations under the Concession Agreement
and the construction of the Project, for a term of at least five years following the commencement of commercial
operations of Phase 2 of the Project.

The Technical Assistance Provider will provide technical assistance with respect to (i) works and design of the
Project, (ii) initiation of commercial operations, (iii) factory acceptance of Rolling Stock and large equipment and
systems, (iv) operations, (v) installation and maintenance, (vi) mobile field maintenance, (vii) track maintenance, (viii)
management system maintenance and advanced management of incidents, (ix) reliability, availability, maintainability
and safety (RAMS) supervision, (x) marketing and client service, (xi) environmental services, and (xii) prevention
services (the “Technical Assistance Services”).

As compensation for the Technical Assistance Services, the Concessionaire will pay the Technical Assistance
Provider €18.9 million, to be paid in installments as the services are invoiced.

The Concessionaire will retain 5% of the total amount included in each invoice as part of the guarantee granted
by the Technical Assistance Agreement.

The Technical Assistance Agreement is governed by Peruvian law.

Operation and Maintenance

Under the Concession Agreement, the Concessionaire is responsible for the operation and maintenance of the
Project during all Phases, and will be directly performing its operation and maintenance obligations under the
Concession.

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 RELATED PARTY TRANSACTIONS

The Concessionaire has entered into certain agreements with affiliates, as described below.

Credit Agreement

On December 11, 2014, the Concessionaire and the Shareholders entered into a credit agreement in an amount
of U.S.$70.0 million for four years at a fixed interest rate of 4% per annum, in order to achieve financial closing under
the Concession Agreement for the execution of at least one Work Advance or Rolling Stock Supply Advance. Funds
disbursed under the Credit Agreement must be used by the Concessionaire for certain mandatory investments
(inversiones obligatorias) required by the Concession Agreement.

EPC Contract

On March 20, 2014, during the bidding process for the award of the Concession, the Shareholders entered into
the EPC Contract with the Initial EPC Contractor. On April 25, 2014, the Shareholders assigned their contractual position
in the EPC Contract to the Concessionaire, and the Initial EPC Contractor assigned its contractual position to the EPC
Contractor. The EPC Contractor is a consortium formed under Peruvian law by Dragados, S.A., FCC Construccion, S.A.,
COSAPI, Salini Impregilo, Ansaldo STS and AnsaldoBreda. Dragados S.A. and FCC Construccion, S.A. are currently
affiliates of Iridium and Vialia, respectively, while the rest of the EPC Contractor’s members are shareholders of the
Concessionaire. See “Description of Principal Project Documents—The EPC Contract.”

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 DESCRIPTION OF PRINCIPAL FINANCE AGREEMENTS

The following is a summary of certain Principal Finance Agreements, and does not purport to be a full
statement of the terms of each such agreement. The following summaries of certain provisions of the Principal Finance
Agreements are not complete and are subject to, and are qualified in their entirety by reference to, all of the provisions
of such agreements, including definitions therein. Copies of the CTE Protection Agreement, the Issuer Purchase
Agreement, the Peruvian Trustee Side Letter, the Project Trust Agreement, the RPI-CAO Purchase Agreement, the RPI-
CAO Side Letter, the Security Documents, the Share Transfer Restrictions Agreement and the Sub-Collateral Agency
Agreement will be available, free of charge at any time, at the offices of the Luxembourg Listing and Paying Agent and
(i) prior to the Closing Date, upon written request by any potential purchaser of any Notes to the Concessionaire, to the
following email address: inversores@metrolima2.com, and (ii) after the Closing Date, upon written request by any
Holder to the Indenture Trustee. See “Available Information.”

Project Trust Agreement

On July 15, 2014, in accordance with the Concession Agreement and pursuant to Supreme Decree No. 008-
2014-MTC, the Concessionaire, the Grantor and the Peruvian Trustee entered into the Project Trust Agreement pursuant
to which the Project Trust was formed for the administration of funds collected under the Concession and payment
obligations under the Concession Agreement. The Grantor is a party to the Project Trust Agreement, and any
amendment to it will require its prior consent. The legal beneficiaries of the Project Trust Agreement are the
Concessionaire and the MTC. The trust assets will include all income from the collection of the Tariffs, the MTC’s
income from complementary and optional services provided by the Concessionaire, the Construction Payments and the
Rolling Stock Supply Payments to be made by the Grantor, amounts deposited by the Grantor in respect of payments of
RPI-CAOs, the Grantor’s payments for unforeseen geological contingencies and Additional Interferences, and the
Concessionaire’s payments of any contractual penalties. On March 26, 2015, the Project Trust Agreement was amended
in order to reflect the changes incorporated into the Concession Agreement pursuant to the amendment thereto entered
into on December 26, 2014.

A summarized version of the Project Trust Agreement is publicly available by accessing Electronic Card
(Partida Electrónica) No. 52975857 of the Peruvian Public Registry (which is not incorporated herein). A complete copy
of the Project Trust Agreement can also be requested from the Peruvian Public Registry.

Project Trust Accounts

The Project Trust has been established with, and funds in deposit in the Project Trust are administered through,
the following accounts:

 Collection Account: a Peruvian Nuevos Soles account held in the name of the Peruvian Trustee, where all
Tariff collections from the Project will be deposited by the Concessionaire in Peruvian Nuevos Soles and
then converted to U.S. Dollars by the Peruvian Trustee. Funds from the Collection Account will be
transferred (i) first, to the RPI Reserve Account, until the balance therein is equivalent to the Required
Balance, (ii) second, to the RPI Account, until the balance therein is equivalent to one quarterly RPI-CAO
payment, (iii) third, in case there were any funds available, to the RPMO Account, to cover bi-monthly
operation and maintenance payments, and (iv) once amounts to cover the immediately successive RPMO
payment have been deposited into the RPMO Account, to the Contingency Account, as compensation to the
MTC.

 RPI Account: a U.S. Dollar account to be opened and held in the name of the Peruvian Trustee within five
business days after the earliest to occur of (i) receipt by the Peruvian Trustee of the notice sent by the
Concessionaire informing of the commencement of commercial operations of Phase 2 of the Project, or (ii)
September 28, 2019, into which amounts deriving from the Collection Account will be deposited on a
weekly basis until its balance is equivalent to one quarterly RPI-CAO, after the balance of the RPI Reserve
Account is equivalent to the Required Balance. The RPI Account will receive funds primarily from the
Collection Account and, in case these funds were insufficient, from the RPI Reserve Account. In case there
were no available funds in the RPI Reserve Account, the RPI Account will receive deposits made by the
Grantor, in order to cover any RPI-CAO payment shortfall. Funds will be transferred from the RPI Account
to the payment account of each RPI-CAO Titleholder on each RPI-CAO Payment Date (which, in the case
of the Issuer, will be an account held by the Indenture Trustee). Pursuant to the Concession Agreement and
the Project Trust Agreement, the Grantor is required to perform all budgetary actions necessary to ensure
that it complies with its obligation to transfer all the necessary amounts to the Project Trust in order to
comply with RPI-CAO payments when due.

 RPI Reserve Account: a U.S. Dollar account held in name of the Peruvian Trustee into which amounts will
be transferred from the Collection Account, until its balance is equivalent to the Required Balance. As from

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 the commencement of commercial operations of Phase 1-A, all Tariff collections will be maintained in the
Collection Account until 90 business days prior to the first RPI-CAO Payment Date, upon which such
amounts will be transferred from the Collection Account to the RPI Reserve Account, until its balance is
equivalent to the Required Balance.

 Cofinancing Account: a U.S. Dollar account held in the name of the Peruvian Trustee, into which Grantor
will deposit all Construction Payments and Rolling Stock Supply Payments. Once a Work Advance, Rolling
Stock Supply Advance or milestone liquidation is certified by the Regulator, the Grantor will order the
Peruvian Trustee to perform the required payment in the Concessionaire’s favor.

 Peruvian Trustee Fee Account: a U.S. Dollar account held in the name of the Peruvian Trustee into which
the Concessionaire will deposit funds in order for the Peruvian Trustee’s fees to be paid.

 RPMO Account: a U.S. Dollar account held in the name of the Peruvian Trustee, through which the Grantor
will perform RPMO payments in the Concessionaire’s favor. The RPMO Account will receive funds from
(i) any excess Tariff collections, after the RPI Account and the RPI Reserve Account have been fully
funded as described above, (ii) income from payments made by the Concessionaire to the MTC for the
provision of optional and complementary services, (iii) payment of any contractual penalties by the
Concessionaire, (iv) income from supervision fees to be deposited by the Regulator under the Concession
Agreement, and (v) disbursements made by the Grantor.

 Contingency Account: a U.S. Dollar account held in the name of the Peruvian Trustee, through which the
Grantor will provide funds to cover unforeseen geological contingencies encountered during the
construction process and for Additional Interferences found during the construction phase of the Project and
Work Milestones compensated through PPOs. The Contingency Account will also receive funds from any
excess Tariff collections after the RPI Reserve Account, RPI Account and RPMO Account have been fully
funded as described above.

In the event that funds maintained in any of the Project Trust Accounts need to be converted from Peruvian
Nuevos Soles to U.S. Dollars, or vice-versa, then the Peruvian Trustee (i) will perform such conversion no later than the
business day immediately following the date on which the corresponding funds have been received in the applicable
Project Trust Account, and (ii) will apply the best exchange rate to corporate clients in similar transactions offered by the
Peruvian bank where the Project Trust Accounts are maintained.

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 Funds in the Project Trust Accounts will be administered in accordance with the following diagram, which
shows the structure of the Project Trust Accounts:

Monitoring of Tariff Collections

Pursuant to the Project Trust Agreement, commencing on the Initial Date of Tariff Calculations, and, thereafter,
on March 30 of each year, the Concessionaire will (i) analyze the Tariff cashflows deposited into the RPI Account during
the four immediately prior quarters, (ii) identify which of those four quarters represented the least amount of Tariff
collections, (iii) multiply the Tariff collections deposited into the RPI Account during such quarter times four, and (iv)
compare the result of said multiplication against the amount of scheduled RPI-CAO payments to be made during the
immediately following year.

If, as a result of such calculation, the Concessionaire determines that the RPI-CAO payments to be made during
the following year are greater than the expected Tariffs, the Concessionaire will inform the Peruvian Trustee thereof, who
will in turn notify the RPI-CAO Titleholders and the MTC. Pursuant to such notice from the Peruvian Trustee, the
Grantor will perform all budgetary actions necessary to ensure that all necessary amounts to cover any RPI-CAO
payment shortfall are available during the immediately following year, as calculated by the Concessionaire, which is in
addition to the Grantor’s standing obligation to comply with the transfer of all the necessary amounts to the Project Trust
in order to comply with RPI-CAO payments when due.

The monitoring mechanism is calculated on March 30 of each year beginning on the Initial Date of Tariff
Calculations to permit sufficient time for the Grantor to (i) include the required amounts in the Grantor’s annual national
budget law, which budget law must be submitted to the Peruvian Congress by August 30 for approval by the end of each
fiscal year, or (ii) perform any other budgetary actions required in order to comply with its RPI-CAO payment
obligations, when due.

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Transfer and Register of RPI-CAOs and Delivery of Invoices

In accordance with the Project Trust Agreement, the Peruvian Trustee will keep the Register of Titleholders, in
which the Peruvian Trustee will record, among other information (i) the amount and due date of each RPI-CAO, (ii) the
name, address and percentage of ownership of each RPI-CAO Titleholder entitled to receive payments from the RPI
Account, and (iii) the account of the RPI-CAO Titleholder into which any payment under an RPI-CAO should be made.

The Peruvian Trustee will register the Issuer as the RPI-CAO Titleholder of all the Purchased RPI-CAOs
pursuant to the Project Trust Agreement and the Peruvian Trustee Side Letter. The Peruvian Trustee will also give notice
to the MTC of each transfer of RPI-CAOs of which the Peruvian Trustee has received notice.

The Peruvian Trustee, upon the failure of the Concessionaire to do so, will issue an invoice on behalf of the
Concessionaire and deliver it to the MTC in the event the Grantor is required to deposit funds in the RPI Account to
cover any RPI-CAO shortfall. For such purpose, pursuant to the Project Trust Agreement the Concessionaire has
authorized the Peruvian Trustee to issue such invoices and, in addition, will grant an irrevocable power of attorney in
favor of the Peruvian Trustee, which the Concessionaire will maintain in full force and effect during the RPI Payment
Period.

Right to Enforcement

As an RPI-CAO Titleholder, the Issuer will be entitled to benefit from RPI-CAO payments through the Project
Trust and to enforce such rights under the Project Trust Agreement.

Removal and Resignation of the Peruvian Trustee

The Peruvian Trustee may resign at any moment by giving 45-days prior notice to the other parties of the
Project Trust Agreement and the SBS. In addition, the Peruvian Trustee may be removed by agreement between the
Concessionaire and the MTC, including as a consequence of a request for removal from the Permitted Creditors at any
time, for any cause, giving 90 days prior notice to the date on which such removal will take place. In addition, in
accordance with the Project Trust Agreement, the Peruvian Trustee may also be removed, subject to the approval of the
Grantor (which approval may not be unreasonably denied), following a request from any RPI-CAO Titleholder related to
(i) breaches by the Peruvian Trustee of its obligations under the Project Trust Agreement, or (ii) other duly justified
reasons.

Before the Peruvian Trustee ceases to act as trustee under the Project Trust Agreement, the Concessionaire and
the MTC will be obligated to designate a new trustee to act as successor, who will replace the Peruvian Trustee as of the
date in which such successor accepts its appointment. The successor trustee must be an entity of recognized standing,
having experience in the administration and management of trusts similar to the Project Trust. In case a successor was
not designated or had not accepted the designation within 60 days after the resignation or removal was notified, the
Peruvian Trustee will have the right to designate the successor trustee.

Governing Law

The Project Trust Agreement is governed by Peruvian law.

Project Trust Performance Guarantee

On or prior to the Closing Date, Citibank, N.A., parent of the Peruvian Trustee, will absolutely and
unconditionally guarantee, for the benefit of the Issuer, as RPI-CAO Titleholder, the availability of funds on deposit in
the RPI Account and the RPI Reserve Account for their application in accordance with the terms of the Project Trust
Agreement and the performance of the obligations of the Peruvian Trustee acting as account bank for such accounts in
accordance with the provisions of the Project Trust Agreement. The performance guarantee will be a guarantee of
availability of funds on deposit and payment, and not of collection, in respect of the RPI Account and the RPI Reserve
Account.

The performance guarantee and the obligations of Citibank, N.A. thereunder will be irrevocable until the earliest
of: (i) the return of the original of the performance guarantee to Citibank, N.A., or (ii) the Peruvian Trustee no longer
acting as account bank in respect of the RPI Account and the RPI Reserve Account, or (iii) the Peruvian Trustee having
obtained a rating for its long-term debt on an international scale from S&P at least equal to the lower of (A) “BBB”, and
(B) S&P’s then outstanding rating on any senior secured securities issued by the Issuer, or (iv) the close of business in
New York on December 31, 2034.

Citibank, N.A.’s performance guarantee will be governed by New York law.

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RPI-CAO Purchase Agreement

On or prior to the Closing Date, the RPI-CAO Purchaser and the Concessionaire will enter into the RPI-CAO
Purchase Agreement. Pursuant to the RPI-CAO Purchase Agreement, during the Availability Period the RPI-CAO
Purchaser will irrevocably commit to purchase from time to time from the Concessionaire, and the Concessionaire will
irrevocably commit to sell to the RPI-CAO Purchaser, without recourse to the Concessionaire in accordance with the
RPI-CAO Purchase Agreement, if and when vested, all of the Concessionaire’s right, title and interest in and to any
Eligible RPI-CAOs (including all of their rights related thereto arising under the Concession Agreement and the Project
Trust Agreement and under the related Works Progress Certificates, Rolling Stock Supply Certificates (if any),
Adjustment and Liquidation Certificates and RPI-CAO Certificates), during the Availability Period in an aggregate
amount of up to the Expected Aggregate RPI-CAO Purchase Amount; it being understood that (i) subject to clause (ii)
below, with respect to each sale of Eligible RPI-CAOs under the RPI-CAO Purchase Agreement, the Concessionaire will
sell to the RPI-CAO Purchaser no less than 99% of the RPI-CAO Face Value Amount of each Eligible RPI-CAO in the
relevant RPI-CAO Quarterly Series being sold, (ii) with respect to the final sale of Eligible RPI-CAOs under the RPI-
CAO Purchase Agreement, the Concessionaire may sell to the RPI-CAO Purchaser the remainder of the Expected
Aggregate RPI-CAO Purchase Amount that has not already been sold under the RPI-CAO Purchase Agreement, and (iii)
with respect to any sale of Eligible RPI-CAOs under the RPI-CAO Purchase Agreement, the Concessionaire will sell to
the RPI-CAO Purchaser an equal percentage of each of the Eligible RPI-CAOs that are part of the relevant RPI-CAO
Quarterly Series being sold.

Eligible RPI-CAOs consist of RPI-CAOs that (a) have vested in accordance with the Concession Agreement
pursuant to a Works Progress Certificate, Rolling Stock Supply Certificate (if any) or Adjustment and Liquidation
Certificate and which are payable in accordance with the terms of an RPI-CAO Certificate issued pursuant to the
Concession Agreement and the Project Trust, (b) have not been paid to the Concessionaire or any other Person prior to
the date of sale of such RPI-CAO to the RPI-CAO Purchaser, (c) are vested as part of an RPI-CAO Quarterly Series, (d)
are either (i) prior to the exercise of any Additional Sale and Purchase Option, (x) Base RPI-CAOs, or (y) Adjustment
RPI-CAOs or Additional Investment RPI-CAOs to be sold in lieu of Base RPI-CAOs pursuant to the RPI-CAO Purchase
Agreement, and (ii) following the exercise of any Additional Sale and Purchase Option, (x) Base RPI-CAOs and the
Additional Eligible RPI-CAOs that are the subject of the relevant Additional Sale and Purchase Option, or (y)
Adjustment RPI-CAOs or Additional Investment RPI-CAOs (other than those that are the subject of the relevant
Additional Sale and Purchase Option) to be sold in lieu of such Base RPI-CAOs and Additional Eligible RPI-CAOs, and
(e) have not been sold by the Concessionaire to any Other Purchaser, or are not the subject of any commitment of the
Concessionaire to sell them to any Other Purchaser that would be breached if the Concessionaire sold the relevant RPI-
CAOs to the RPI-CAO Purchaser under the RPI-CAO Purchase Agreement.

Pursuant to the Construction Facility Trust Agreement, which is currently being negotiated, during the
Construction Facility Term all RPI-CAOs will upon their issuance be transferred in trust (transferido en dominio
fiduciario) to the Construction Facility Trust as security for the Construction Facility, which is currently being
negotiated, and upon a sale of RPI-CAOs under the RPI-CAO Purchase Agreement, the RPI-CAOs to be sold will be
released by the Construction Facility Trustee in accordance with the Peruvian Trustee Side Letter, in order for the
Concessionaire to sell such RPI-CAOs to the RPI-CAO Purchaser pursuant to the RPI-CAO Purchase Agreement.

Procedures for Purchase of Eligible RPI-CAOs

During the Availability Period the RPI-CAO Purchaser will purchase Eligible RPI-CAOs that are (x) Base RPI-
CAOs, or (y) Additional Eligible RPI-CAOs for which an Additional Sale and Purchase Option has been exercised and
which, in the case of both (x) and (y), the Concessionaire is not permitted to sell to Other Purchasers pursuant to the RPI-
CAO Purchase Agreement. With respect to any such RPI-CAOs, the Concessionaire will issue a duly completed Notice
of Sale (such Notice of Sale to specify, among other things, the Purchase Date on which the relevant Sale shall be
completed) or, as applicable, cause the Construction Facility Trustee to countersign and issue a Notice of Sale, within
five Business Days after the Concessionaire has received copies or originals of the corresponding Works Progress
Certificate, Rolling Stock Supply Certificate (if any) or Adjustment and Liquidation Certificate, and RPI-CAO
Certificate, and the Peruvian Trustee has received (a) originals or legalized copies (copia legalizada notarialmente or
fedateada) of the corresponding Works Progress Certificate, Rolling Stock Supply Certificates (if any) or Adjustment
and Liquidation Certificate, and (b) originals of the RPI-CAO Certificate, in accordance with the Project Trust
Agreement, the Peruvian Trustee Side Letter and, if applicable, the Construction Facility Trust Agreement.

In addition, during the Availability Period the RPI-CAO Purchaser will purchase Eligible RPI-CAOs that are (x)
Adjustment RPI-CAOs or Additional Investment RPI-CAOs that the Concessionaire is permitted to sell at its discretion
under the RPI-CAO Purchase Agreement, or (y) Base RPI-CAOs or Additional Eligible RPI-CAOs that the
Concessionaire is permitted to sell to Other Purchasers pursuant to the RPI-CAO Purchase Agreement. If the
Concessionaire intends to sell any such RPI-CAOs under the RPI-CAO Purchase Agreement, it will, at its discretion,
issue a Notice of Sale or, as applicable, cause the Construction Facility Trustee to countersign and issue a Notice of Sale
provided that, prior to issuing such Notice of Sale, the Concessionaire has received copies or originals of the

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corresponding Works Progress Certificate, Rolling Stock Supply Certificate (if any) or Adjustment and Liquidation
Certificate, and RPI-CAO Certificate and the Peruvian Trustee has received (a) originals or legalized copies (copia
legalizada notarialmente or fedateada) of the corresponding Works Progress Certificate, Rolling Stock Supply
Certificates (if any) or Adjustment and Liquidation Certificate, and (b) originals of the RPI-CAO Certificate.

Each Notice of Sale will specify, among other things, the Purchase Date on which the relevant sale of RPI-
CAOs will be completed. On each Purchase Date during the Availability Period, the RPI-CAO Purchaser will purchase
all RPI-CAOs that have been granted for sale pursuant to the relevant Notice of Sale and that have not been otherwise
purchased on or prior to the relevant Purchase Date. In each case, the RPI-CAO Purchaser will consummate such
purchase by depositing, or causing to be deposited, the full Purchase Price payable in respect of such RPI-CAOs into the
Payment Account on the relevant Purchase Date, and upon such full deposit (i) to the extent applicable, the right, title
and interest of the Construction Facility Trust to such RPI-CAOs will be transferred to the Concessionaire, and (ii) the
Concessionaire’s rights, title and interest in and to all such RPI-CAOs will be transferred to the RPI-CAO Purchaser; it
being understood that, in order to perfect any such transfer of Purchased RPI-CAOs, the Peruvian Trustee must amend
the Register of Titleholders to reflect such transfers and notify the MTC of such transfer(s) in accordance with the
Peruvian Trustee Side Letter and the applicable provisions of the Project Trust Agreement.

Additional Sale and Purchase Option

Subject to the terms and conditions of the RPI-CAO Purchase Agreement, the Concessionaire will, during the
Availability Period, have the option, by exercising the Additional Sale and Purchase Option, to increase its sale
commitment and commit to sell Eligible RPI-CAOs to the RPI-CAO Purchaser in an aggregate amount in excess of the
then-current Expected Aggregate RPI-CAO Purchase Amount; provided that the Eligible RPI-CAOs that are subject to
the Additional Sale and Purchase Option are Additional Eligible RPI-CAOs, which have, in the case of Adjustment RPI-
CAOs, already been issued or, in the case of Base RPI-CAOs, Additional RPI-CAOs or Additional Investment RPI-
CAOs, are expected to be issued in accordance with the terms of the Concession Agreement, and which the
Concessionaire is not obliged to sell to any Other Purchaser.

Minimum RPI-CAO Purchased Amounts

The RPI-CAO Purchase Agreement includes a Minimum RPI-CAO Purchased Amounts schedule that sets out
the sum of the RPI-CAO Face Value Amounts of all Eligible RPI-CAOs expected to have been vested and purchased as
of (and including) each Minimum Purchase Date, as such schedule may be adjusted as described below in the first bullet
point under “—Commitment Termination Events” and upon the exercise by the Concessionaire of any Additional Sale
and Purchase Option:

Minimum RPI-CAO Purchased Amounts Schedule

Minimum
Minimum Purchase Purchase
Date Amount (U.S.$ million)
January 5, 2016 43.8
April 5, 2016 91.9
July 5, 2016 273.0
October 5, 2016 469.4
January 5, 2017 651.3
April 5, 2017 811.9
July 5, 2017 908.8
October 5, 2017 1,027.2
January 5, 2018 1,140.1
April 5, 2018 1,336.3
July 5, 2018 1,568.1
October 5, 2018 1,749.7

The Minimum Purchase Dates and Minimum Purchase Amounts have been structured by reference to the
expected completion dates for Work Milestones and Work Advances that will generate Base RPI-CAOs plus, in each
case, a six-month buffer for delays. If delays occur beyond six months, then the Concessionaire is entitled, but not
obliged, to extend the Minimum Purchase Dates, in multiples of three months, from the dates established as at the
Closing Date until the end of the Availability Period. It will be a condition to the Concessionaire being entitled to elect to
extend any Minimum Purchase Date that the Protection Collateral Value be equal to the adjusted Protection Collateral
Required Amount immediately prior to the extension of the Minimum Purchase Date.

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Payment and Delivery of RPI-CAOs

All amounts to be paid or deposited by the RPI-CAO Purchaser under the RPI-CAO Purchase Agreement will
be paid or deposited in accordance with the RPI-CAO Purchase Agreement on the day when due, denominated in U.S.
Dollars and in immediately available funds, to the Payment Account. All amounts to be paid or deposited by the
Concessionaire under the RPI-CAO Purchase Agreement (except for indemnity claims payable to any Person other than
the RPI-CAO Purchaser or the Issuer) will be paid or deposited in accordance with the RPI-CAO Purchase Agreement on
the day when due, denominated in U.S. Dollars and in immediately available funds, to the Disbursement Collateral
Account, if payable in connection with the Eligible RPI-CAOs to be purchased up to the Initial Expected Aggregate RPI-
CAO Purchase Amount, or such other disbursement collateral account as may be created in connection with the exercise
of any Additional Sale and Purchase Option if payable in connection with the Eligible RPI-CAOs to be purchased in
excess of the Initial Expected Aggregate RPI-CAO Purchase Amount or, with respect to any other amounts, as directed
by the Sub-Collateral Agent (acting on the instruction of the Indenture Trustee (acting in accordance with the Indenture)).

Pursuant to the Construction Facility Trust Agreement, when executed, which is currently being negotiated, the
Concessionaire will transfer in trust (transferir en dominio fiduciario) the right to receive payment of the Purchase Price,
as well as the cash flows related to such right, to the Construction Facility Trust. Consequently, during the Construction
Facility Term, payment of the Purchase Price will be made to the Payment Account, to be opened and maintained by the
Construction Facility Trust, in accordance with the terms of the Construction Facility Trust Agreement.

Recourse

The RPI-CAO Purchaser’s purchase of RPI-CAOs will be without recourse to the Concessionaire, the CTE
Protection Provider, the Construction Facility Trust, the Construction Facility Trustee or any Shareholder, subject to the
terms of the Purchase Documents.

Availability Period

The Availability Period will commence on the Closing Date and will terminate on the earlier to occur of (a)
August 27, 2019 and (b) the date on which a Commitment Termination Event occurs, as described below. See “—
Commitment Termination Events.”

Conditions Precedent to the Purchase of RPI-CAOs

The obligation of the RPI-CAO Purchaser to purchase Eligible RPI-CAOs on each Purchase Date is subject to
the following conditions precedent:

 Officer’s Certificate: a certificate will have been delivered to the RPI-CAO Purchaser and the Indenture Trustee
at least eight Business Days prior to the relevant Purchase Date, and to the effect that: (a) all of the
representations and warranties made by the Concessionaire, the CTE Protection Provider and the Shareholders
contained in each of the Purchase Documents to which each is a party are (i) true, complete and correct with
respect to representations and warranties that are qualified as to materiality or Material Adverse Effect, and (ii)
true, complete and correct in all material respects, with respect to representations and warranties that are not
qualified as to materiality or Material Adverse Effect, in each case on and as of such Purchase Date, (b) all RPI-
CAOs to be purchased on such Purchase Date are Eligible RPI-CAOs, (c) to the best of the Concessionaire’s
knowledge, all conditions precedent to the purchase of such Eligible RPI-CAOs have been satisfied, (d) none of
the Concessionaire, the CTE Protection Provider or any Shareholder has failed to comply with or perform any
agreement or provision under any Purchase Document to which it is a party, which failure is continuing; (e) to
the best of the Concessionaire’s knowledge, neither the Grantor nor the Peruvian Trustee has materially failed to
comply with or perform any agreement or provision under the Concession Agreement, the Project Trust
Agreement or any RPI-CAO Certificate with respect to the collectability, payment terms, legality, validity,
enforceability or transferability of or other terms and conditions under any RPI-CAO Certificate related to any
RPI-CAOs, which failure is continuing; (f) to the best of the Concessionaire’s knowledge, no Commitment
Termination Event has occurred during the Availability Period, and (g) the person(s) executing the Notice of
Sale on behalf of the Concessionaire is duly authorized to do so,

 Representations and Warranties: the representations and warranties of the Concessionaire, the CTE Protection
Provider and the Shareholders under the Purchase Documents to which they are a party are (a) true, complete
and correct on each date on which they are or were made with respect to representations and warranties that are
qualified as to materiality or Material Adverse Effect, or (b) true, complete and correct in all material respects,
with respect to representations and warranties that are not qualified as to materiality or Material Adverse Effect,
including in each case on and as of such Purchase Date, both before and immediately after giving effect to the
related Purchase, with the same force and effect as if made on such Purchase Date,

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  Change in Applicable Law: no change in applicable Law since the date of the RPI-CAO Purchase Agreement
will restrain, prevent or impose adverse conditions upon the Transactions such that the result, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect,

 Certificates: the Peruvian Trustee will have received an original or a legalized copy (copia legalizada
notarialmente or fedateada) of the respective Works Progress Certificate, Rolling Stock Supply Certificate (if
any) or Adjustment and Liquidation Certificate directly from OSITRAN or the Concessionaire and the Peruvian
Trustee will have received an original of the RPI-CAO Certificate directly from the MTC or the Concessionaire,
in each case corresponding to the Eligible RPI-CAOs being sold on the applicable Purchase Date, and, to the
Concessionaire’s best knowledge, such Works Progress Certificate, Rolling Stock Supply Certificate (if any) or
Adjustment and Liquidation Certificate, as applicable, and RPI-CAO Certificate, will have been issued by
OSITRAN or the MTC, respectively, and delivered in accordance with the Concession Agreement, the Project
Trust Agreement and applicable Law,

 Notice of Sale: the RPI-CAO Purchaser, the Peruvian Trustee, the Indenture Trustee, the Calculation Agent and
the Sub-Collateral Agent have received a fully completed and duly executed Notice of Sale that complies with
the terms of the RPI-CAO Purchase Agreement at least eight Business Days prior to the applicable Purchase
Date,

 Receipt and Conformity of Eligible RPI-CAOs: the RPI-CAO Purchaser and the Indenture Trustee have received
from the Peruvian Trustee in accordance with the terms of the Peruvian Trustee Side Letter, no later than four
Business Days prior to the applicable Purchase Date, confirmation that (a) it has received the original RPI-CAO
Certificates and the original or a legalized copy (copia legalizada notarialmente or fedateada) of the Works
Progress Certificate, Rolling Stock Supply Certificate (if any) or Adjustment and Liquidation Certificate, as
applicable, identified in such Notice of Sale, and (b) that each RPI-CAO Certificate issued by the MTC and the
Works Progress Certificate, Rolling Stock Supply Certificate (if any) or Adjustment and Liquidation Certificate,
as applicable, issued by OSITRAN for the Eligible RPI-CAOs to be sold pursuant to such Notice of Sale
conforms to the form of RPI-CAO Certificate and Works Progress Certificate, Rolling Stock Supply Certificate
(if any) or Adjustment and Liquidation Certificate, as applicable, set forth in the Concession Agreement,

 Bankruptcy Event: no Bankruptcy Event has occurred in respect of the Concessionaire and the Concessionaire
has not been declared insolvent pursuant to Peruvian Law 27809 (as amended or superseded),

 Commitment Termination Event: no Commitment Termination Event under the RPI-CAO Purchase Agreement
will have occurred during the Availability Period,

 Validity of RPI-CAOs: each RPI-CAO being purchased on the relevant Purchase Date (a) is a legal, valid and
binding, unconditional and irrevocable payment obligation of the Grantor, acting through the MTC and payable
through the Project Trust, that cannot be affected by any set-off, dispute, counterclaim or reduction and that is
enforceable against it in accordance with the Concession Agreement, the Project Trust Agreement and the
corresponding RPI-CAO Certificate, except as such enforceability may be limited by applicable Law now or
hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may
be limited by general principles of equity (regardless of whether such enforceability is considered in a suit of
law or in equity), (b) has not been rescinded, revoked or repudiated, directly or indirectly, (c) has vested in
compliance with Peruvian law, the Concession Agreement and the Project Trust Agreement, and (d) is an
Eligible RPI-CAO, and

 Full Force and Effect: the Concession Agreement and the Project Trust Agreement and all of their respective
amendments as of the Closing Date will have been executed by all parties thereto and be in full force and effect
pursuant to the Concession Agreement and the Project Trust Agreement, as applicable.

Representations and Warranties of the Concessionaire

The Concessionaire will represent and warrant as of the Closing Date and on each Purchase Date that:

 Conduct of Business: it does not maintain any places of business (within the meaning of Section 9-307 of the
UCC) in the United States of America or Canada, has not done so during the four-month period immediately
preceding the Closing Date and the Concessionaire has not any present intent to locate an executive office in the
United States of America,

 Power and Authority: it (a) is a corporation duly organized, validly existing and in good standing (or equivalent
concept) under the laws of Peru, (b) has all requisite power and authority to own its property and assets and to
carry on its business as conducted on the date on which the representation is made and as proposed to be

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 conducted, and (c) is qualified to do business in, and is in good standing (or equivalent concept) in, every
jurisdiction where the nature of its business so requires,

 Due Authorization, etc.: the execution, delivery and performance by it of each of the Transaction Documents to
which it is or will be a party and the consummation of the transactions contemplated under such Transaction
Documents (collectively, the “Transactions”): (a) have been duly authorized by all requisite corporate and, if
required, stockholder and/or board of directors action, and (b) will not (i) violate any applicable Law, or (ii) be
in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under
any agreement to which it is a party or by which it or any of its Property is or may be bound or give rise to any
right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such
agreement, in each case to the extent that such violation, conflict, breach or default, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect, or (iii) result in the creation or
imposition of any Lien upon or with respect to any RPI-CAOs owned or to be acquired by the RPI-CAO
Purchaser (other than any Lien created under the RPI-CAO Purchase Agreement or contemplated or permitted
under the RPI-CAO Purchase Agreement),

 Enforceability: it has duly executed and delivered the RPI-CAO Purchase Agreement and each other
Transaction Document to which it is a party, which constitute (or when executed and delivered by it will
constitute) its valid and binding obligations, enforceable against it in accordance with the terms of each such
document or agreement, subject (a) as to enforcement of remedies, to applicable bankruptcy, insolvency and
similar laws affecting creditors’ rights generally, from time to time in effect, and (b) to general principles of
equity (whether enforcement is sought by a proceeding in equity or at law); provided, however, that, in order to
file any Transaction Document before a Peruvian court as evidence, such Transaction Document must be (1)
translated into Spanish by a duly authorized translator (traductor oficial), and (2) if such Transaction Document
is governed by the laws of a country (or political subdivision thereof) (i) which is not a party to the Hague
Convention for Abolishing the Requirement of Legalization for Foreign Public Documents, dated October 5,
1961 (the “Hague Convention”), or which country opposed Peru’s accession to the Hague Convention, such
Transaction Document must be legalized before a notary public of such country, the competent Peruvian
consulate and before the Peruvian Ministry of Foreign Affairs (Ministerio de Relaciones Exteriores), or (ii) if
such Transaction Document is governed by the laws of a country which is a signatory country to the Hague
Convention and has not opposed Peru’s accession thereto, such Transaction Document must be certified with an
apostille,

 Litigation: there are no actions, suits or proceedings at law, in equity or by or before any Governmental
Authority now pending or, to the best of its knowledge, threatened against or affecting it or any of its business
or Property, the Transaction Documents or RPI-CAOs, that if adversely determined, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect,

 Judgments: it is not in default with respect to any judgment, writ, injunction, decree or order of any
Governmental Authority which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, and no judgment will have been rendered against the Concessionaire, or against any of
its business or Property, the Transaction Documents or RPI-CAOs that, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect,

 Governmental Approvals and Third Party Consents and Approvals: it has received all Governmental Approvals
and third-party consents and approvals required to enter into and perform its obligations under the Transaction
Documents to which it is a party, other than those (a) which are not necessary on the date on which the
representation is made and which are expected to be obtained by it in the ordinary course by the time they are
necessary, or (b) the failure so to obtain could not reasonably be expected to have a Material Adverse Effect.
The Concessionaire has not been notified by any Governmental Authority or any third-party that any
Governmental Approval or third-party consent or approval, as applicable, has been revoked, suspended or made
conditional, except to the extent that such revocation, suspension or conditionality could not reasonably be
expected to have a Material Adverse Effect,

 Compliance with Applicable Laws: it: (a) is in compliance with the requirements of (i) its organizational
documents, (ii) all applicable Laws (including Environmental Laws), and (iii) all of its contractual obligations
(other than pursuant to any Purchase Document, which compliance is described in “–No Default” below), in
each case, except to the extent that, individually or in the aggregate, such non-compliance could not reasonably
be expected to have a Material Adverse Effect, and (b) has timely filed all tax returns required to be filed by it
and paid and discharged at or before maturity all of its material obligations (including tax liabilities for value-
added taxes and any other Taxes), except where either (x) the same are being contested in good faith and by
proper proceedings and against which adequate reserves are being maintained to the extent required by Peruvian
GAAP, or (y) such failure could not reasonably be expected to have a Material Adverse Effect,

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 Solvency: it has not been declared insolvent pursuant to Peruvian Law 27809 (as amended or superseded) and no
Bankruptcy Event has occurred with respect to the Concessionaire,

 Project: in accordance with the terms of the Concession Agreement (a) upon issuance of each Works Progress
Certificate, Rolling Stock Supply Certificate (if any) or Adjustment and Liquidation Certificate, as applicable,
the Concessionaire’s right to receive the corresponding set of RPI-CAOs pursuant to the Concession Agreement
will vest and be payable in accordance with the corresponding RPI-CAO Certificate, the Project Trust
Agreement and the Concession Agreement, and (b) the Grantor, acting through the MTC, and the Peruvian
Trustee, will be unconditionally and irrevocably required, in accordance with the Concession Agreement, the
Project Trust Agreement and the corresponding RPI-CAO Certificate, and without further notice, to make
payments with respect to all Eligible RPI-CAOs anticipated to be purchased pursuant to the RPI-CAO Purchase
Agreement, to the applicable RPI-CAO Titleholder,

 Title to Assets; Liens: the purchase of the Eligible RPI-CAOs by the RPI-CAO Purchaser on any Purchase Date
will constitute a valid transfer of ownership of such Purchased RPI-CAOs from the Concessionaire to the RPI-
CAO Purchaser free and clear of any Liens, rights or claims of any Person, and the RPI-CAO Purchaser will
have good title to such Purchased RPI-CAOs, free of any such liens, rights or claims, immediately and
automatically upon such Purchase; it being understood that, in accordance with the terms of the Peruvian
Trustee Side Letter and, once executed, the Construction Facility Trust Agreement, once executed, and to the
extent the Eligible RPI-CAOs are held in the Construction Facility Trust at the time of their sale under the RPI-
CAO Purchase Agreement (i) all rights, title and interest of the Construction Facility Trust over the Eligible
RPI-CAOs will be released, transferred and assigned first to the Concessionaire so that the Concessionaire can
sell the Eligible RPI-CAOs as contemplated under the RPI-CAO Purchase Agreement upon payment of the
Purchase Price by the RPI-CAO Purchaser, and (ii) the Peruvian Trustee will register the RPI-CAO Purchaser as
the RPI-CAO Titleholder of the Eligible RPI-CAOs being Purchased as contemplated under the RPI-CAO
Purchase Agreement,

 Perfection of Ownership Interest: upon the consummation of any purchase of Eligible RPI-CAOs in accordance
with the terms of the RPI-CAO Purchase Agreement, other than (a) the notices and approvals described in the
RPI-CAO Purchase Agreement, and (b) the registration of the transfer of such Eligible RPI-CAOs in the
Register of Titleholders, no further filing, recording, notice or other act will be required to confirm and perfect,
or to establish the RPI-CAO Purchaser’s ownership interest in the Purchased RPI-CAOs. Other than as stated
above, no applicable Law of Peru or of any political subdivision thereof provides for the perfection or the
establishment of any ownership interest in any Purchased RPI-CAO by filing or recording in a public
centralized filing system,

 No Default: (a) none of the Concessionaire, the CTE Protection Provider or any Shareholder has failed to
comply with or perform any agreement or provision under any Purchase Document to which it is a party, which
failure is continuing, or (b) to the best of the Concessionaire’s knowledge, neither the Grantor nor the Peruvian
Trustee has materially failed to comply with or perform any agreement or provision under the Concession
Agreement, the Project Trust Agreement or any RPI-CAO Certificate with respect to the collectability, payment
terms, legality, validity, enforceability or transferability of or other terms and conditions under any RPI-CAO
Certificate related to any RPI-CAOs, which failure is continuing,

 Commercial Activity; Absence of Immunity: it is subject to civil, administrative and commercial law with respect
to its obligations under the Transaction Documents to which it is a party, and the making and performance by it
of such Transaction Documents constitute private and commercial acts rather than public or governmental acts.
Neither the Concessionaire nor any of its Properties is entitled to immunity on the grounds of sovereignty or
otherwise from the jurisdiction of any court or from any action, suit, set-off or proceeding, or service of process
in connection therewith, arising under any Transaction Document, except to the extent that certain of the
Concessionaire’s Properties may be subject to the exemption set forth under article 616 of the Peruvian Civil
Procedure Code (Legislative Decree 768, which sole unified text was approved through Ministerial Resolution
10-93-JUS) pursuant to which private property dedicated to the rendering of indispensable public services may
not be the subject of preliminary attachments that may affect the normal rendering of such services,

 Taxes: although tax regulations are subject to interpretation by the Peruvian tax authorities, there is no (a) Tax of
any kind imposed by Peru (or any political subdivision or Governmental Authority thereof or therein that
exercises de facto or de jure power to impose such Tax) on or by virtue of the execution and delivery of any
Transaction Document or the sale and purchase of Eligible RPI-CAOs under the RPI-CAO Purchase
Agreement, or (b) withholding tax (or other tax or deduction) imposed by Peru on (x) the payment of any
amounts required to be paid by the Grantor, acting through the MTC, to the Project Trust in accordance with the
terms of the Concession Agreement, the Project Trust Agreement and the RPI-CAO Certificates with respect to
RPI-CAOs, or (y) the payment by the Peruvian Trustee of any RPI-CAO to the applicable RPI-CAO Titleholder
from the Project Trust, whether located or registered in the State of Delaware or the Cayman Islands; provided

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 that the Financial Transactions Tax may be applicable to credit and debit operations in an account with an entity
that is part of the Peruvian Banking System, and

 Validity of RPI-CAOs: to the best of its knowledge, and after due inquiry, each RPI-CAO to be Purchased on
any Purchase Date (a) is a legal, valid and binding, unconditional and irrevocable payment obligation of the
Grantor, acting through the MTC and payable through the Project Trust, that cannot be affected by any set-off,
dispute, counterclaim or reduction and that is enforceable against it in accordance with the terms set forth in the
Concession Agreement, the Project Trust Agreement and the corresponding RPI-CAO Certificate, except as
such enforceability may be limited by applicable Law now or hereafter in effect affecting the enforcement of
creditors’ rights in general, and except as such enforceability may be limited by general principles of equity
(regardless of whether such enforceability is considered in a suit of law or in equity), (b) has not been rescinded,
revoked or repudiated, directly or indirectly, (c) has vested in compliance with Peruvian law, the Concession
Agreement and the Project Trust Agreement, and (d) is an Eligible RPI-CAO.

Covenants of the Concessionaire

The Concessionaire will agree, for the benefit of the RPI-CAO Purchaser, whose rights have been transferred to
the Issuer, to the following covenants:

 Conduct of Business and Maintenance of Existence: to continue to engage in business of the same general type
as now conducted by it or authorized by its estatutos sociales and preserve and maintain its corporate existence,
rights, franchises and privileges in Peru, and to qualify and remain qualified in good standing (or equivalent
concept) in Peru. In addition, the Concessionaire will not amend, modify or otherwise change any of its
organizational documents in any way that, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect without the prior written consent of the RPI-CAO Purchaser,

 Governmental Approvals: to promptly obtain, and maintain, or cause to be obtained and maintained, in full force
and effect, all Governmental Approvals from time to time required to enter into and perform its obligations
under the Transaction Documents to which it is a party, other than those (a) which are not necessary on the date
on which the representation is made and which are expected to be obtained by it in the ordinary course by the
time they are necessary, or (b) the failure so to obtain could not reasonably be expected to have a Material
Adverse Effect,

 Compliance with the Principal Project Documents: to perform all of the material obligations required to be
performed by it under each Principal Project Document to which it is a party in accordance with and pursuant to
the terms and provisions of such Principal Project Documents, and take all actions on its part reasonably
necessary to maintain in full force and effect its rights under such Principal Project Documents, except to the
extent that the failure to perform or take such actions, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect,

 Impairment of RPI-CAO Purchaser’s Interest: not to

(i) extend, make any adjustment to, rescind, cancel, amend or otherwise modify, or attempt or purport
to extend, make any adjustment to, rescind, cancel, amend or otherwise modify the terms of the
Concession Agreement, the Project Trust Agreement or any RPI-CAO Certificate with respect to
RPI-CAOs that are to be sold or have been sold under the RPI-CAO Purchase Agreement,
including the obligations, responsibilities and functions of the Grantor, acting through the MTC,
and the Peruvian Trustee with respect thereto and the replacement or removal of the Peruvian
Trustee, except if such replacement or removal is at the request of or is consented to by the Issuer
(as RPI-CAO Titleholder) or the Indenture Trustee),

(ii) take any other action or make any other agreement that could reasonably be expected to affect the
ability of the Concessionaire to sell or materially adversely affect its ability to generate the RPI-
CAOs that are to be sold under the RPI-CAO Purchase Agreement, including transferring or
agreeing to transfer the Concession to a third party during the Availability Period, without first
obtaining the written consent of the RPI-CAO Purchaser (which may be withheld in the RPI-CAO
Purchaser’s sole and absolute discretion); provided that this will not prohibit the Concessionaire
from entering into or being party to the Construction Facility and granting the Construction
Facility Trustee the right to refuse to release RPI-CAOs from the Construction Facility Trust (other
than those for which it has already countersigned a Notice of Sale) in accordance with the terms of
the Construction Facility Trust Agreement,

(iii) agree to any amendments or modifications to the Concession Agreement, the Project Trust
Agreement or any RPI-CAO Certificate, or take or refrain from taking any action in connection

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 with the Concession Agreement or the Project Trust Agreement, unless such amendment,
modification, action or inaction, (x) individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect (as defined in the RPI-CAO Purchase Agreement) or
result in RPI-CAOs being generated that are not reserved, budgeted and paid for in the same
manner as the Annual RPI (as defined in the Project Trust Agreement) under the Project Trust
Agreement, or (y) was at the request of the Issuer (as RPI-CAO Titleholder) or the Indenture
Trustee,

(iv) grant a Lien or encumbrance in respect of the Eligible RPI-CAOs, or sell or otherwise transfer or
register the transfer of Eligible RPI-CAOs, except as otherwise agreed to in accordance with the
RPI-CAO Purchase Agreement and the Construction Facility, which Lien the Concessionaire will
cause to cease to exist by no later than the payment of the Purchase Price in full for the relevant
Eligible RPI-CAO, or

(v) receive any payment from the MTC, the Grantor or the Peruvian Trustee (or any other Person on
their behalf) under any Purchased RPI-CAOs, and if it does so receive any such payment will pay
any amount so received immediately to the then-current RPI-CAO Titleholder thereof and,
pending such payment, hold such amount in trust for such RPI-CAO Titleholder,

 Compliance with Applicable Laws: to (i) comply with the requirements of all applicable Laws (including all
Environmental Laws) and orders of any Governmental Authority applicable to it except where such failure to
comply could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect,
and (ii) timely file all material tax returns required to be filed by it and pay and discharge at or before maturity
all of its material obligations (including tax liabilities) except where either (1) the same are being contested in
good faith and by proper proceedings and against which adequate reserves are being maintained to the extent
required by Peruvian GAAP, or (2) such failure could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect,

 Books and Records: to maintain and implement administrative and operating procedures and keep and maintain
all documents, books, records and other information reasonably necessary or advisable and in which timely
entries are made in accordance with Peruvian GAAP or equivalent Law. The Concessionaire will permit any
representatives designated by the RPI-CAO Purchaser, the Sub-Collateral Agent or the Indenture Trustee, upon
reasonable prior written notice, to visit and inspect its Properties (at the sole risk of the RPI-CAO Purchaser
with respect to personal injuries that may occur during any such inspection), to examine and make extracts from
its books and records, and to discuss its affairs, finances and condition with its officers, representatives and
independent accountants, all during business hours of the Concessionaire, as may be reasonably requested,
subject to the Concessionaire’s reasonable security and confidentiality requirements,

 Treatment as Sales: to treat the sales of Eligible RPI-CAOs under the RPI-CAO Purchase Agreement in its
financial statements and in all tax returns, as applicable, as sales of the Purchased RPI-CAOs,

 Reporting Requirements: unless otherwise specified below, to provide to the RPI-CAO Purchaser, the Sub-
Collateral Agent, the Indenture Trustee and the Rating Agencies a copy of each of the following:

(i) within 90 days after the end of each fiscal year of the Concessionaire, a certificate of its chief
financial officer or its chief accounting officer (or more senior officer) detailing the occurrences of
any material breaches under the RPI-CAO Purchase Agreement, accompanied by a written report
of any such officer stating either that (a) nothing has come to his or her attention that would lead
him or her to believe that there has occurred any material breach of any covenant or any
obligations of the Concessionaire under the RPI-CAO Purchase Agreement, or (b) if any such
material breach under the RPI-CAO Purchase Agreement has occurred, specifying the nature and
period of existence thereof and that such list of breaches is, to the best of his or her knowledge,
exhaustive,

(ii) as soon as available but in no event more than 120 days after the end of each fiscal year of the
Concessionaire, copies in English of the audited financial statements of the Concessionaire
consisting of balance sheets as of the end of such fiscal year, statements of profit and loss for such
fiscal year, together with related footnotes, if any, in each case prepared in accordance with
Peruvian GAAP and expressed in U.S. Dollars and certified by independent public accountants of
recognized international standing appointed from time to time by the Concessionaire,

(iii) as soon available but in no event more than 60 days after the end of the first, second and third
fiscal quarters of each fiscal year of the Concessionaire, copies in Spanish of the unaudited
financial statements of the Concessionaire consisting of balance sheets as of the end of such fiscal

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 quarter, statements of profit and loss for such fiscal quarter, together with related footnotes, if any,
in each case prepared in accordance with Peruvian GAAP and expressed in U.S. Dollars,

(iv) within five Business Days after an officer of the Concessionaire obtains actual knowledge of any
material default under any Transaction Document (A) notice of such default, and (B) if such
default, individually or in the aggregate, could be reasonably expected to have a Material Adverse
Effect, a certificate of the chief financial officer or chief accounting officer (or more senior officer)
setting forth the details thereof (including nature and period of existence thereof) and within ten
Business Days of the date of delivery of such notice, a certificate of the chief financial officer or
the chief accounting officer (or more senior officer) setting forth the action(s) that is/are being
taken or is/are proposed to be taken with respect thereto,

(v) promptly (and, in any event, within ten Business Days) after an officer of the Concessionaire
obtains actual knowledge thereof, notice of any material litigation, claim, investigation, arbitration,
other proceeding or controversy pending or, to the best of its knowledge, threatened involving or
affecting the Concessionaire: (A) that, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, or (B) relating to any of the Transaction Documents,

(vi) promptly (and, in any event, within five Business Days) after an officer of the Concessionaire
obtains actual knowledge thereof, notice of any change in applicable Law or other event or
development that could reasonably be expected to have a Material Adverse Effect,

(vii) promptly (and, in any event, within five Business Days) after making any filing with the U.S.
Securities and Exchange Commission, the Peruvian Superintendencia del Mercado de Valores, the
Peruvian Superintendencia de Banca, Seguros y AFPs, or any other public securities or antitrust
authority of Peru, copies of any public filings by the Concessionaire made in connection therewith,

(viii) promptly (and, in any event, within five Business Days) after an officer of the Concessionaire
obtains actual knowledge thereof, written notice of the occurrence of a Commitment Termination
Event, including any relevant information regarding such event,

(ix) promptly (and, in any event, within five Business Days) after an officer of the Concessionaire
obtains actual knowledge thereof, copies of any proposed amendments to the Concession
Agreement, the Project Trust Agreement or any RPI-CAO Certificate with respect to RPI-CAOs or
that would violate the terms of any Purchase Document,

(x) promptly (and, in any event, within five Business Days of such amendment being made), copies of
any other amendments to the Transaction Documents (other than the EPC Contract and the
Technical Assistance Agreement) to which the Concessionaire is a party, and with respect to the
EPC Contract and the Technical Assistance Agreement, any amendment that could reasonably be
expected to affect the rights of the RPI-CAO Purchaser under the RPI-CAO Purchase Agreement
and the ability of the Concessionaire to comply with the RPI-CAO Purchase Agreement,

(xi) promptly (and, in any event, within five (5) Business Days) after an officer of the Concessionaire
obtains actual knowledge thereof, notice of (a) any proposed action or attempt to remove or
replace the Peruvian Trustee under the Project Trust Agreement by any Person entitled to do so
(except if such removal or replacement is at the request of the Issuer (as RPI-CAO Titleholder) or
the Indenture Trustee), (b) any resignation of the Peruvian Trustee, or (c) any event that would
entitle any Person to remove the Peruvian Trustee,

(xii) no later than the dates set forth in paragraphs (ii) and (iii) above for the delivery of each audited
annual financial statement and each unaudited quarterly financial statement of the Concessionaire,
respectively, a certificate of its chief financial officer or its chief accounting officer (or more senior
officer) consisting of (w) the Aggregate Actual RPI-CAO Purchased Amount as of the last day of
such quarter and the dates on which such sales occurred, (x) the Protection Collateral Required
Amount as of the last day of such quarter, (y) the Protection Collateral Account Balance, if
applicable, and (z) the identities and credit ratings of each Approved Protection Letter of Credit
Provider that has issued a Protection Letter of Credit as of the last day of such quarter, and

(xiii) from time to time such other information relating to the financial condition or results of operations
of the Concessionaire or the Project or the Purchase Documents as the RPI-CAO Purchaser, the
Indenture Trustee, the Sub-Collateral Agent or the Rating Agencies may reasonably request,

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  Further Assurances: The Concessionaire will:

(i) take at its expense all further action, reasonably requested by the RPI-CAO Purchaser or the Sub-
Collateral Agent (acting on the instructions of the Indenture Trustee (acting in accordance with the
Indenture)) (or any Person acting on their behalf) or otherwise necessary, to protect or more fully
evidence the transfer of right, title and interest in the Purchased RPI-CAOs intended under the
RPI-CAO Purchase Agreement,

(ii) take all action necessary to enable it to perform its obligations under the RPI-CAO Purchase
Agreement, including following the final sale of RPI-CAOs under the RPI-CAO Purchase
Agreement,

(iii) take, or refrain from taking, any action that would infringe the contents of clauses (i), (ii) or (iv)
under “–Impairment of RPI-CAO Purchaser’s Interest” above, including following the final sale of
RPI-CAOs under the RPI-CAO Purchase Agreement, and

(iv) in the event that the Concession is transferred to any third party, use best efforts to ensure that,
prior to such transfer becoming effective, the transferee will enter into an agreement in form and
substance satisfactory to the RPI-CAO Purchaser or the Sub-Collateral Agent (acting on the
instructions of the Indenture Trustee (acting in accordance with the Indenture)) (or any Person
acting on their behalf) pursuant to which the transferee will agree to comply with the provisions
described in clause (iii) of “–Further Assurances” above and “–Removal or Replacement of the
Peruvian Trustee” below for the benefit of the RPI-CAO Purchaser and its assignees.

 Removal or Replacement of the Peruvian Trustee: The Concessionaire will (i) not agree to or request the
removal or replacement of the Peruvian Trustee under the Project Trust Agreement other than in accordance
with the terms of the Project Trust Agreement and the Peruvian Trustee Side Letter, and (ii) cooperate with the
RPI-CAO Purchaser with respect to the removal and replacement of the Peruvian Trustee if the Peruvian
Trustee is entitled to be removed or replaced by any RPI-CAO Titleholder under the Project Trust Agreement.

Tax Indemnity and Gross-up

The Concessionaire will indemnify and hold harmless the RPI-CAO Purchaser and its assigns, officers,
directors, agents and employees (each, an “Indemnified Party”) against any direct cost, loss, or liability incurred by it as
a result of a Peruvian documentary, stamp, registration or similar issuance tax and against any Peruvian income or
withholding taxes payable in connection with the sale by the Concessionaire and purchase by the RPI-CAO Purchaser of
the RPI-CAOs under the RPI-CAO Purchase Agreement or on the execution and delivery of the RPI-CAO Purchase
Agreement or the Project Trust Agreement. All payments to be made or deemed made by the Concessionaire under the
RPI-CAO Purchase Agreement will be made without withholding or deduction for or on account of any present or future
taxes, duties or governmental charges whatsoever imposed by or levied by or on behalf of any jurisdiction (or any taxing
authority therein), unless the Concessionaire is compelled by applicable Law to deduct or withhold such taxes, duties or
charges. In that event, the Concessionaire will pay such additional amounts as may be necessary in order that the net
amounts received by the relevant Indemnified Party after such withholding or deduction will equal the amounts that
would have been received if no withholding or deduction had been made.

Perfection of Ownership Interest

Upon the consummation of any purchase of Eligible RPI-CAOs in accordance with the RPI-CAO Purchase
Agreement, other than (i) the giving of notices and approvals as described in the RPI-CAO Purchase Agreement, and (ii)
the registration of the transfer of such Eligible RPI-CAOs in the Register of Titleholders, no further filing, recording,
notice or other act will be required to confirm and perfect, or to establish the RPI-CAO Purchaser’s ownership interest in,
the Purchased RPI-CAOs. Other than as stated above, no applicable Law of Peru nor of any political subdivision thereof
provides for the perfection or the establishment of any ownership interest in any Purchased RPI-CAO by filing or
recording in a public centralized filing system.

Protection of Ownership Interests of the RPI-CAO Purchaser

The Concessionaire will not have any (i) right, title or interest in or to the Purchased RPI-CAOs, or (ii) right to
repurchase the Purchased RPI-CAOs.

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Commitment Termination Events

Upon the occurrence of a Commitment Termination Event the RPI-CAO Purchaser will be released from its
obligations to purchase RPI-CAOs under the RPI-CAO Purchase Agreement.

A “Commitment Termination Event” will occur under the RPI-CAO Purchase Agreement upon the
occurrence of any one or more of the following events:

 on any Minimum Purchase Date, the Aggregate Actual RPI-CAO Purchased Amount (immediately after all
sales under the RPI-CAO Purchase Agreement of Eligible RPI-CAOs on that day (if any) have been accounted
for) is less than the Minimum RPI-CAO Purchased Amount for such Minimum Purchase Date; provided that if,
by the relevant Minimum Purchase Date, the Concessionaire has increased, decreased or maintained the
Protection Collateral Value in sufficient amount to cover the new Protection Collateral Required Amount as
contemplated in the CTE Protection Agreement or, following the exercise of any Additional Sale and Purchase
Option, as contemplated under any other applicable CTE protection agreement, then the Concessionaire may, by
notice to the RPI-CAO Purchaser, the Peruvian Trustee, the Sub-Collateral Agent and the Indenture Trustee,
extend the Minimum Purchase Dates in multiples of 3 months from the dates established as at the Closing Date
or upon the exercise of any Additional Sale and Purchase Option, or shorten the Minimum Purchase Dates, as
applicable; and provided further that no Minimum Purchase Date will be extended beyond August 27, 2019,

 any of (i) the RPI-CAO Purchase Agreement, the CTE Protection Agreement or any other CTE protection
agreement, the Peruvian Trustee Side Letter or the EPC Contract is expressly repudiated by the Concessionaire,
the CTE Protection Provider or any other CTE protection provider, the EPC Contractor or the Peruvian Trustee,
as applicable, (ii) the Concession Agreement, the Project Trust Agreement or any RPI-CAO Certificate is
expressly repudiated by the Concessionaire, the Grantor, the MTC or the Peruvian Trustee, as applicable, or (iii)
the RPI-CAO Purchase Agreement, the CTE Protection Agreement or any other CTE protection agreement, the
Peruvian Trustee Side Letter, the Concession Agreement, the Project Trust Agreement, the EPC Contract or any
RPI-CAO Certificate is declared or becomes void or unenforceable or is terminated or ceases to be in full force
and effect (including, in the case of a termination of the Concession Agreement by the Grantor, whether it is
acting through the MTC or through any other entity entitled to act on behalf of the Grantor in accordance with
the terms of the Concession Agreement),

 other than a suspension permitted in accordance with the Concession Agreement, the Concession is abandoned
by the Concessionaire and/or the Grantor (whether acting through the MTC or through any other entity entitled
to act on behalf of Peru in accordance with the terms of the Concession Agreement) for a period exceeding 180
consecutive days,

 (i) any Public External Indebtedness of Peru in an aggregate amount of not less than U.S.$25.0 million (or its
equivalent in any other currency) will have become due and payable before it would otherwise have been due
and payable as a result of, or on the basis of, the occurrence of a default, event of default or other similar
condition or event, or (ii) Peru fails to make any payment in respect of its Public External Indebtedness in an
aggregate amount in excess of U.S.$25.0 million (or its equivalent in any other currency), or

 a Commitment Termination Event under the Issuer Purchase Agreement occurs under the Issuer Purchase
Agreement that is not included in the paragraphs above.

For the purposes of this section:

“External Indebtedness” means obligations of, or guarantees, whether by contract, statute or otherwise, by
Peru for borrowed money or represented by bonds, debentures, notes or similar instruments denominated or payable, or
which, at the option of the holder, may be payable in a currency other than the currency of Peru or by reference to a
currency other than the currency of Peru, other than any such obligations originally issued or incurred within Peru.

“Public External Indebtedness” means any External Indebtedness that (a) is in the form of, or represented by,
bonds, notes or other securities that are, or were intended at the time of issuance to be, quoted, listed or traded on any
securities exchange or other securities market, including, without limitation, securities for resale under Rule 144A under
the Securities Act, or any successor law or regulation of similar effect, and (b) has an original maturity of more than one
year or is combined with a commitment so that the original maturity of one year or less may be extended at the option of
Peru to a period in excess of one year.

Acknowledgment of Assignment of Rights

Pursuant to the RPI-CAO Purchase Agreement, the Concessionaire will acknowledge and consent to the right of
the RPI-CAO Purchaser or any permitted assignee of the RPI-CAO Purchaser, the Sub-Collateral Agent or the Indenture

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Trustee to make all demands, give all notices, take all action and exercise all rights of the RPI-CAO Purchaser under the
RPI-CAO Purchase Agreement.

Governing Law and Dispute Resolution

The RPI-CAO Purchase Agreement will be governed by New York law. Each of the parties to the RPI-CAO
Purchase Agreement will waive trial by jury and irrevocably agree that any legal action or proceeding brought by or
against it with respect to or arising out of the RPI-CAO Purchase Agreement may be brought in or removed to the courts
of the State of New York, in and for the County of New York, or of the United States of America for the Southern
District of New York (in each case sitting in the Borough of Manhattan) and accepts, for itself and in respect of its
properties, generally and unconditionally, the jurisdiction of the aforesaid courts (and courts of appeals therefrom) for
legal proceedings arising out of or in connection with the RPI-CAO Purchase Agreement.

Issuer Purchase Agreement

On or prior to the Closing Date, the RPI-CAO Purchaser and the Issuer will enter into the Issuer Purchase
Agreement. Pursuant to the Issuer Purchase Agreement, the Issuer will agree to buy from time to time, and the RPI-CAO
Purchaser will be required to sell, all of the RPI-CAO Purchaser’s right, title and interest in and to all Eligible RPI-CAOs
(including all of its rights related thereto arising under the Concession Agreement and the Project Trust Agreement and
its rights under the related Works Progress Certificates, Rolling Stock Supply Certificates (if any), Adjustment and
Liquidation Certificates and RPI-CAO Certificates) that the RPI-CAO Purchaser purchases from the Concessionaire
pursuant to the RPI-CAO Purchase Agreement for the same Purchase Price payable by the RPI-CAO Purchaser under the
RPI-CAO Purchase Agreement.

In accordance with the Issuer Purchase Agreement, the Issuer will purchase all Eligible RPI-CAOs that are
being purchased by the RPI-CAO Purchaser from the Concessionaire on the relevant Purchase Date and the Indenture
Trustee will, on behalf of the Issuer, transfer an amount equal to the Purchase Price (as set out in the relevant Notice of
Sale and verified by the Calculation Agent in accordance with the Indenture) in respect of such Eligible RPI-CAOs from
the Disbursement Collateral Account, if payable with respect to Eligible RPI-CAOs to be purchased up to the Initial
Expected Aggregate Actual RPI-CAO Purchase Amount, or such other disbursement collateral account as may be created
in connection with the exercise of any Additional Sale and Purchase Option and the purchase of Eligible RPI-CAOs in
excess of the Initial Expected Aggregate RPI-CAO Purchase Amount, into the Payment Account on the relevant
Purchase Date, and upon such full deposit, the RPI-CAO Purchaser’s right, title and interest in and to such Eligible RPI-
CAOs will, without recourse to the RPI-CAO Purchaser, be transferred to the Issuer.

In the event that the Concessionaire exercises any Additional Sale and Purchase Option pursuant to the RPI-
CAO Purchase Agreement, the relevant Additional Sale and Purchase Option Notice will also apply with respect to the
Issuer Purchase Agreement and all Additional Eligible RPI-CAOs to be purchased by the RPI-CAO Purchaser under the
RPI-CAO Purchase Agreement in connection with such Additional Sale and Purchase Option Notice will also be
purchased by the Issuer under the Issuer Purchase Agreement.

Representations and Warranties of the RPI-CAO Purchaser

The RPI-CAO Purchaser will represent and warrant among other things, as of the date of the Issuer Purchase
Agreement and on each Purchase Date thereafter that:

 Power and Authority: it (a) is a limited liability company duly organized, validly existing and in good standing
under the laws of the State of Delaware, (b) has all requisite power and authority to own its property and assets
and to carry on its business as now conducted and as proposed to be conducted, and (c) is qualified to do
business in, and is in good standing in, every jurisdiction where the nature of its business so requires,

 Due Authorization, etc.: the execution, delivery and performance by it of each of the Principal Finance
Agreements to which it is or will be a party and the consummation of the other transactions contemplated in
such Principal Finance Agreements: (a) have been duly authorized by all requisite corporate and, if required,
stockholder and/or board of directors action, and (b) will not (i) violate any applicable Law, or (ii) be in conflict
with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any
agreement to which it is a party or by which it or any of its Property is or may be bound or give rise to any right
to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such
agreement in each case to the extent that such violation, conflict, breach or default, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect, or (iii) result in the creation or
imposition of any Lien upon or with respect to any RPI-CAOs owned or to be acquired by the Issuer (other than
any Lien created under the Issuer Purchase Agreement or the RPI-CAO Purchase Agreement, or contemplated
or permitted under the Issuer Purchase Agreement or the RPI-CAO Purchase Agreement),

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 Enforceability: it has duly executed and delivered the Issuer Purchase Agreement and each other Transaction
Document to which it is a party, which constitutes (or when executed and delivered by it will constitute), its
valid and binding obligations, enforceable, against it in accordance with the terms of each such document or
agreement, subject (a) as to enforcement of remedies, to applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights generally, from time to time in effect, and (b) to general principles of equity (whether
enforcement is sought by a proceeding in equity or at law),

 Litigation and Judgments: (i) there are no actions, suits or proceedings at law, in equity or by or before any
Governmental Authority now pending or, to the best of its knowledge, threatened against or affecting it or any
of its business or Property, which if adversely determined, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, (ii) it is not in default with respect to any judgment, writ, injunction,
decree or order of any Governmental Authority which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, and (iii) no judgment will have been rendered against it or any of its
Affiliates, or against any of its Property that, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect,

 Governmental and Third-Party Consents and Approvals: it has received all Governmental Approvals and third-
party consents and approvals required to perform its obligations under the Principal Finance Agreements, other
than those which are not necessary on the date on which the representation is made and which are expected to be
obtained by the RPI-CAO Purchaser in the ordinary course by the time they are necessary. The RPI-CAO
Purchaser has not been notified by any such Governmental Authority or third-party that any such Governmental
Approvals or third-party consent or approval, as applicable, has been revoked, suspended or made conditional,

 Compliance with Applicable Laws: it (a) is in compliance with the requirements of (i) its organizational
documents, (ii) all applicable Laws (including Environmental Laws), and (iii) all of its contractual obligations
(other than pursuant to any Principal Finance Agreement), in each case, except to the extent that, individually or
in the aggregate, such non-compliance could not reasonably be expected to have a Material Adverse Effect, and
(b) has timely filed all tax returns required to be filed by it and paid and discharged at or before maturity all of
its material obligations (including tax liabilities for value-added taxes and any other Taxes), except where either
(i) the same are being contested in good faith and by proper proceedings and against which adequate reserves
are being maintained to the extent required by generally accepted accounting principles, or (ii) such failure
could not reasonably be expected to have a Material Adverse Effect,

 Solvency: no Bankruptcy Event has occurred with respect to the RPI-CAO Purchaser,

 Title to Assets; Liens: the purchase of the Eligible RPI-CAOs by the Issuer on any Purchase Date will constitute
a valid transfer of ownership of such Purchased RPI-CAOs from the RPI-CAO Purchaser to the Issuer free and
clear of any Liens, rights or claims of any Person (other than any Liens created under the Indenture) and the
Issuer will have good title to such Purchased RPI-CAOs free of any Liens, rights or claims immediately and
automatically upon their purchase; it being understood that, in accordance with the terms of the Peruvian
Trustee Side Letter and, once executed, the Construction Facility Trust Agreement, and to the extent the Eligible
RPI-CAOs are held in the Construction Facility Trust at the time of their sale under the Issuer Purchase
Agreement, (i) all rights, title and interest of the Construction Facility Trust over such Eligible RPI-CAOs will
be released, transferred and assigned first to the Concessionaire so that the Concessionaire can sell the Eligible
RPI-CAOs to the RPI-CAO Purchaser as contemplated under the RPI-CAO Purchase Agreement upon payment
in full of the Purchase Price by the RPI-CAO Purchaser, and (ii) the Peruvian Trustee will register the RPI-CAO
Purchaser, and then the Issuer, as the RPI-CAO Titleholder of the Eligible RPI-CAOs being purchased and
inform the MTC of such transfers as contemplated under the Issuer Purchase Agreement and the RPI-CAO
Purchase Agreement,

 Perfection of Ownership Interest: upon the consummation of any purchase of Eligible RPI-CAOs in accordance
with the Issuer Purchase Agreement, other than (i) the notices and approvals as described in the Issuer Purchase
Agreement, and (ii) the registration of the transfer of such Eligible RPI-CAOs in the Register of Titleholders, no
further filing, recording, notice or other act will be required to confirm and perfect, or to establish the RPI-CAO
Purchaser’s ownership interest in, the Purchased RPI-CAOs. Except as provided above, no applicable Law of
Peru nor of any political subdivision thereof provides for the perfection or the establishment of any ownership
interest in any Purchased RPI-CAO by filing or recording in a public centralized filing system,

 No Default: no default by the RPI-CAO Purchaser exists under any of the Principal Finance Agreements to
which it is a party, and the RPI-CAO Purchaser has not received any termination notice pursuant to any
Principal Finance Agreement to which it is a party,

 Commercial Activity; Absence of Immunity: the RPI-CAO Purchaser is subject to civil, administrative and
commercial law with respect to its obligations under the Principal Finance Agreements to which it is a party,

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 and the making and performance by it of such Principal Finance Agreements constitute private and commercial
acts rather than public or governmental acts. Neither the RPI-CAO Purchaser nor any of its Property is entitled
to immunity on the grounds of sovereignty or otherwise from the jurisdiction of any court or from any action,
suit, set-off or proceeding, or service of process in connection therewith, arising under any Principal Finance
Agreement,

 Taxes: There is no (i) tax of any kind imposed by Peru, the United States of America, Delaware or the Cayman
Islands (or any municipality or other political subdivision thereof or therein that exercises de facto or de jure
power to impose such Tax) on or by virtue of the execution and delivery of the Principal Finance Agreements or
the sale and purchase of the Eligible RPI-CAOs under the Issuer Purchase Agreement, (ii) withholding tax (or
other tax or deduction) imposed by Peru on (x) the payment of any amounts required to be paid by the Grantor,
acting through the MTC, to the Project Trust in accordance with the terms of the Concession Agreement, the
Project Trust and the RPI-CAO Certificates with respect to RPI-CAOs, or (y) the payment by the Peruvian
Trustee of any RPI-CAO to the applicable RPI-CAO Titleholder from the Project Trust, whether located or
registered in the State of Delaware or the Cayman Islands; provided that the Financial Transactions Tax may be
applicable to credit and debit operations in a bank account opened in an entity that is part of the Peruvian
Banking System, and (iii) no tax of any kind imposed by the Cayman Islands on (x) the RPI-CAO payments
owned or to be owned by the Purchaser, or (y) the payments made or to be made by the Purchaser on the Notes,

 Validity of RPI-CAOs: to the best of its knowledge and after due inquiry, each RPI-CAO to be Purchased on any
Purchase Date (a) is a legal, valid and binding, unconditional and irrevocable payment obligation of the Grantor,
acting through the MTC and payable through the Project Trust, that cannot be affected by any set-off, dispute,
counterclaim or reduction and that is enforceable against it in accordance with the terms set forth in the
Concession Agreement, the Project Trust Agreement and the corresponding RPI-CAO Certificate, except as
such enforceability may be limited by applicable Law in effect on the date on which the representation is made
or thereafter affecting the enforcement of creditors’ rights in general and except as such enforceability may be
limited by general principles of equity (regardless of whether such enforceability is considered in a suit of law
or in equity), (b) has not been rescinded, revoked or repudiated, directly or indirectly, (c) has vested in
compliance with Peruvian law, the Concession Agreement and the Project Trust Agreement, and (d) is an
Eligible RPI-CAO,

 Impairment of the Issuer’s Interest: the RPI-CAO Purchaser has not rescinded, made any adjustment to,
cancelled, amended or otherwise modified the Eligible RPI-CAOs, and

 Investment Company Act: the RPI-CAO Purchaser is not required to be registered as an “investment company”
under the 1940 Act.

Covenants of the RPI-CAO Purchaser

The RPI-CAO Purchaser will agree, for the benefit of the Issuer, to the following covenants:

 Conduct of Business and Maintenance of Existence: (i) to continue to engage in business of the same general
type as conducted by it as of the date of the Issuer Purchase Agreement or as authorized by its organizational
documents and preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction
of its incorporation, (ii) to qualify and remain qualified in good standing as a foreign corporation in each
jurisdiction where the nature of its business so requires, except where the failure so to qualify could not,
individually or in the aggregate with other such failures, reasonably be expected to have a Material Adverse
Effect (as defined in the Issuer Purchase Agreement). Except as expressly required by applicable Law, the RPI-
CAO Purchaser will not amend, modify or otherwise change any of its organizational documents in any way
that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect (as
defined in the Issuer Purchase Agreement) without the prior written consent of the Issuer, and (iii) not to engage
in any business or undertake any action except in furtherance of the transactions contemplated by the Principal
Finance Agreements to which it is a party,

 Governmental Approvals: to promptly obtain, and maintain, or cause to be obtained and maintained, in full force
and effect, all Governmental Approvals from time to time necessary for its authorization, execution and delivery
of each Principal Finance Agreement to which it is a party, and the due performance of all of its obligations, and
the exercise of all of its rights, thereunder,

 Compliance with the Principal Finance Agreement: to comply in all respects with the terms of and its
obligations under the Principal Finance Agreements to which it is a party,

 Impairment of the Issuer’s Interest:

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 (i) not to (A) extend, make any adjustment to, rescind, cancel, amend or otherwise modify, or attempt or
purport to extend, make any adjustment to, rescind, cancel, amend or otherwise modify the terms of the
Concession Agreement, the Project Trust Agreement, any RPI-CAO Certificate or any of its corporate
organizational documents with respect to RPI-CAOs that are to be sold or have been sold under the Issuer
Purchase Agreement, including the obligations, responsibilities and functions of the Grantor, acting through
the MTC, and the Peruvian Trustee with respect thereto and the replacement or removal of the Peruvian
Trustee (except if such replacement or removal is at the request of the Issuer as RPI-CAO Titleholder or the
Indenture Trustee), or (B) take any other action or make any other agreement that may affect the ability of
the RPI-CAO Purchaser to sell the RPI-CAOs under the Issuer Purchase Agreement, without first obtaining
the written consent of the Issuer (which may be withheld in the Purchaser’s sole and absolute discretion),

(ii) not to agree to any amendments or modifications to the Concession Agreement, the Project Trust
Agreement or any RPI-CAO Certificate or take or refrain from taking any action in connection with the
Concession Agreement or the Project Trust Agreement, unless such amendment, modification, action or
inaction, (A) individually or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect (as defined in the Issuer Purchase Agreement), or (B) was at the request of the Issuer (as RPI-CAO
Titleholder) or the Indenture Trustee,

(iii) not to grant a Lien or encumbrance in respect of the Eligible RPI-CAOs, or sell or otherwise transfer
Eligible RPI-CAOs intended to be sold pursuant to the Issuer Purchase Agreement, except as otherwise
agreed in accordance with the terms of the Issuer Purchase Agreement,

(iv) not to receive any payment from the MTC, the Grantor or the Peruvian Trustee (or any other Person on their
behalf) under any Purchased RPI-CAOs and, if it does so receive any payment, will pay any amount so
received immediately to the then-current RPI-CAO Titleholder thereof and, pending such payment, hold
such amount in trust for such RPI-CAO Titleholder, and

(v) not to incur, create or assume and indebtedness other than as permitted under the Transaction Documents.

 Compliance with Applicable Laws: to (i) comply with the requirements of all applicable Laws (including all
Environmental Laws) and orders of any Governmental Authority except where, such failure to comply could
not, individually or in the aggregate, be expected to have a Material Adverse Effect (as defined in the Issuer
Purchase Agreement), and (ii) timely file all material tax returns required to be filed by it and to pay and
discharge at or before maturity all of its material obligations (including tax liabilities) except where either (a) the
same are being contested in good faith and by proper proceedings against which adequate reserves are being
maintained to the extent required by generally accepted accounting principles, or (b) such failure could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in the
Issuer Purchase Agreement),

 Books and Records: to maintain and implement administrative and operating procedures and keep and maintain
all documents, books, records and other information reasonably necessary or advisable and in which timely
entries are made in accordance with generally accepted accounting principles,

 Inspection Rights: to permit representatives designated by the Issuer, upon reasonable prior written notice, to
visit and inspect its Properties (at the sole risk of the Issuer with respect to personal injuries that may occur
during any such inspection), to examine and make extracts from its books and records, and to discuss its affairs,
finances and condition with its officers, representatives and independent accountants, all during business hours
of the RPI-CAO Purchaser, as often as reasonably requested,

 Treatment as Sales: to treat the sales of Eligible RPI-CAOs in its financial statements and in all tax returns, as
applicable, as sales of the Purchased RPI-CAOs,

 Reporting Requirements: to provide to the Issuer, the Peruvian Trustee and the Indenture Trustee two copies of
each of the following:

(i) within three Business Days after the RPI-CAO Purchaser obtains actual knowledge of any default
under any Principal Finance Agreement (a) notice of such default, and (b) if such default, individually
or in the aggregate, could be reasonably expected to have a Material Adverse Effect (as defined in the
Issuer Purchase Agreement), a certificate of its chief financial officer or chief accounting officer (or
more senior officer) setting forth the details thereof (including the nature and period of existence
thereof) and within ten Business Days of the date of delivery of such notice, a certificate of its chief
financial officer or chief accounting officer (or more senior officer) setting forth the action(s) that is/are
being taken or is/are proposed to be taken with respect thereto,

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 (ii) promptly (and, in any event, within ten Business Days) after the RPI-CAO Purchaser obtains actual
knowledge thereof, notice of any litigation, claim, potential investigation, investigation, arbitration,
other proceeding or controversy pending or, to the best of its knowledge, threatened involving or
affecting it (a) that, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect (as defined in the Issuer Purchase Agreement) or (b) relating to any of the Principal
Finance Agreements,

(iii) promptly (and, in any event, within five Business Days) after the RPI-CAO Purchaser obtains actual
knowledge thereof, notice of any change in applicable Law or other event or development that could
reasonably be expected to have a Material Adverse Effect (as defined in the Issuer Purchase
Agreement),

(iv) immediately upon obtaining knowledge of the occurrence of a Commitment Termination Event, written
notice of such event, including any relevant information regarding such event,

(v) promptly (and, in any event, within five Business Days of such amendment being made), copies of any
other amendments to the Transaction Documents to which the RPI-CAO Purchaser is a party,

(vi) promptly (and, in any event, within five Business Days) after an officer of the RPI-CAO Purchaser
obtains actual knowledge thereof, notice of (1) any proposed action or attempt to remove or replace the
Peruvian Trustee under the Project Trust Agreement by any Person entitled to do so, (2) any
resignation of the Peruvian Trustee, or (3) any event that would entitle any Person to remove the
Peruvian Trustee, and

(vii) from time to time such other information with respect to the RPI-CAO Purchaser, the Principal Finance
Agreements and/or the transactions contemplated hereby or thereby as the Issuer may reasonably
request,

 Further Assurances: to take, at its expense, all further action, reasonably requested by the Issuer (or any Person
acting on its behalf), to effectuate the transactions intended under the Issuer Purchase Agreement,

 Investment Company Act: not to take (or permit any other Person to take) any action that could reasonably be
expected to result in it being required to be registered as an “investment company” under the 1940 Act,

 No Proceedings: not to, directly or indirectly, institute or cause to be instituted against the Issuer any bankruptcy
or other proceeding of the type contemplated by the definition of Bankruptcy Event,

 Performance by the Concessionaire under the RPI-CAO Purchase Agreement: to ensure that the Concessionaire
will perform all of its obligations under the RPI-CAO Purchase Agreement, and

 Fundamental Changes:

(i) not to consolidate, directly or indirectly, with or merge with or into any other Person;

(ii) not to permit any other Person to consolidate, directly or indirectly, with or merge into it;

(iii) except as expressly contemplated by the Principal Finance Agreements, not to directly or indirectly
transfer, convey, sell, lease or otherwise dispose of any of its properties and assets;

(iv) not to liquidate or dissolve itself (or suffer any liquidation or dissolution to occur) or take any action set
forth in clause (a) of the definition of Bankruptcy Event;

(v) not initiate or enter into any split-off or division; and

(vi) not to enter into any transaction or series of transactions substantially equivalent to any of the
foregoing.

Perfection of Ownership Interest

Upon the consummation of any purchase of Eligible RPI-CAOs in accordance with the Issuer Purchase
Agreement, other than (i) the giving of notices and approvals as described therein, and (ii) the registration of the transfer
of such Eligible RPI-CAOs in the Register of Titleholders, no further filing, recording, notice or other act will be
required to confirm and perfect, or to establish the Issuer’s ownership interest in, the Purchased RPI-CAOs. Other than
stated above, no applicable Law of Peru nor of any political subdivision thereof provides for the perfection or the

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establishment of any ownership interest in any Purchased RPI-CAO by filing or recording in a public centralized filing
system.

Substitution and Repurchase of RPI-CAOs

After giving effect to a purchase of Eligible RPI-CAOs under the Issuer Purchase Agreement, the RPI-CAO
Purchaser will not have any (i) right, title or interest in or to the Purchased RPI-CAOs, or (ii) right to repurchase the
Purchased RPI-CAOs.

Commitment Termination Events

In addition to the Commitment Termination Events set forth in the RPI-CAO Purchase Agreement (other than
by reference to the Issuer Purchase Agreement), an Event of Default under the Indenture will also constitute a
Commitment Termination Event under the Issuer Purchase Agreement.

Upon the occurrence and during the continuation of a Commitment Termination Event during the Availability
Period under the Issuer Purchase Agreement, the Issuer will be released from its purchase obligations under the Issuer
Purchase Agreement.

Assignment of Rights

Pursuant to the Issuer Purchase Agreement, the RPI-CAO Purchaser will irrevocably assign, transfer, set-over
and otherwise convey to the Issuer all of its rights, title and interest (including the right to exercise the RPI-CAO
Purchaser’s waiver, consent, amendment and similar rights but excluding the RPI-CAO Purchaser’s obligations and the
right to purchase from the Concessionaire, and receive title to, the Eligible RPI-CAOs) pursuant to the RPI-CAO
Purchase Agreement, the Project Trust Agreement, the CTE Protection Agreement (and any Protection Letter of Credit),
the Peruvian Trustee Side Letter and the Share Transfer Restrictions Agreement.

Governing Law and Dispute Resolution

The Issuer Purchase Agreement will be governed by New York law. Each of the parties to the Issuer Purchase
Agreement will waive trial by jury and irrevocably agree that any legal action or proceeding brought by or against it with
respect to or arising out of the Issuer Purchase Agreement may be brought in or removed to the courts of the State of
New York, in and for the County of New York, or of the United States of America for the Southern District of New York
(in each case sitting in the Borough of Manhattan) and accepts, for itself and in respect of its properties, generally and
unconditionally, the jurisdiction of the aforesaid courts (and courts of appeals therefrom) for legal proceedings arising out
of or in connection with the Issuer Purchase Agreement.

CTE Protection Agreement

On or prior to the Closing Date, the CTE Protection Provider will enter into the CTE Protection Agreement with
the Indenture Trustee, the Calculation Agent and the RPI-CAO Purchaser. The CTE Protection Amount is intended to
provide the Issuer with sufficient funds to redeem at par the portion of principal of and accrued interest on the Notes that
is not expected to be fully satisfied by payments on Purchased RPI-CAOs following the occurrence of a CTE
Redemption Event.

Pursuant to the CTE Protection Agreement, the CTE Protection Provider will agree, until the CTE Protection
Amount Coverage Termination Date, to pay the CTE Protection Amount to the Issuer after the occurrence of a CTE
Redemption Event for which the CTE Protection Payment Exemption does not apply. This payment obligation will be
supported by (i) cash collateral, and/or (ii) one or more Protection Letters of Credit issued by an Approved Protection
Letter of Credit Provider. The CTE Protection Amount will not be payable by the CTE Protection Provider if a CTE
Protection Payment Exemption applies, which will require written verification from the Independent Verification Agent
if notice thereof is provided by the Concessionaire or the CTE Protection Provider as specified in the CTE Protection
Agreement.

Payment and Determination of CTE Protection Payment Obligations

Pursuant to the CTE Protection Agreement, the CTE Protection Provider will agree, until the CTE Protection
Amount Coverage Termination Date and subject to and in accordance with the CTE Protection Agreement, to pay to the
Issuer, on demand from the Indenture Trustee by no later than the CTE Protection Payment Date, the applicable CTE
Protection Amount upon the occurrence of a CTE Redemption Event for which the CTE Protection Payment Exemption
does not apply.

See Annex B—CTE Protection Agreement Scenarios for the formulas to be applied in order to determine the
CTE Protection Amount, which would be payable if the CTE Protection Payment Exemption does not apply.

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 The CTE Protection Amount is determined by the CTE Protection Provider in accordance with the formulas set
forth in Annex B hereof and is provided to the Calculation Agent for validation at least 14 business days prior to the
Redemption Date. Upon receipt of such calculation, the Calculation Agent must provide its validation no later than eight
business days prior to the Redemption Date. However, if the CTE Protection Provider has not provided such
determination to the Calculation Agent at least 14 business days prior to the Redemption Date, then the Calculation
Agent will calculate the CTE Protection Amount and inform the CTE Protection Provider of the relevant amount no later
than ten business days prior to the Redemption Date.

Payment of the CTE Protection Amount will be made by the CTE Protection Provider to the Protection
Collateral Account; provided that, the balance on the Protection Collateral Account will be credited (whether as a result
of any cash collateralization or prior drawing on any Protection Letter of Credit) against such payment obligation.

Application of the CTE Protection Payment Exemption

If a CTE Redemption Event occurs, the CTE Protection Provider may deliver written notification to the
Indenture Trustee in accordance with the Indenture specifying which Commitment Termination Event occurred. If the
CTE Protection Provider claims that the CTE Protection Payment Exemption applies to the relevant Commitment
Termination Event, then the CTE Protection Provider will, on the same date that it delivers the written confirmation to
the Indenture Trustee, send a written request to the Independent Verification Agent requesting that the Independent
Verification Agent send written notice to the Indenture Trustee within ten Business Days of receipt of such request
confirming whether or not the CTE Protection Payment Exemption applies.

Protection Collateral Value

The CTE Protection Provider will ensure that, from all times as of the Closing Date through and until the CTE
Protection Amount Coverage Termination Date, the Protection Collateral Value at any time is at least equal to the
Protection Collateral Required Amount at such time. The CTE Protection Provider may satisfy this obligation by paying
and/or causing to be paid cash into the Protection Collateral Account and/or providing and/or causing to be provided one
or more Protection Letters of Credit. The balance on the Protection Collateral Account will be credited (whether as a
result of any cash collateralization or prior drawing on any Protection Letter of Credit) against the obligation of the CTE
Protection Provider to make payment of the CTE Protection Amount, if it becomes due and payable in accordance with
the CTE Protection Agreement.

The CTE Protection Base Amount may be adjusted if the Concessionaire elects to extend or reduce any
Minimum Purchase Date in accordance with the RPI-CAO Purchase Agreement. See Annex C—CTE Protection Amount
and Protection Collateral Required Amount for a projection of adjustments to the CTE Protection Amount in the event
the Concessionaire elects to extend any Minimum Purchase Date.

It will be a condition to the Concessionaire being entitled to elect to extend any Minimum Purchase Date that
the Protection Collateral Value is equal to the adjusted Protection Collateral Required Amount immediately prior to the
extension of the Minimum Purchase Date or upon the issuance of the officer’s certificate stating that the CTE Protection
Payment Exemption applies.

If the CTE Protection Provider elects to provide one or more Protection Letters of Credit as described above, the
CTE Protection Provider will deliver and/or cause to be delivered to the Protection LC Beneficiary (in favor of the
Protection LC Beneficiary on behalf of the RPI-CAO Purchaser), one or more Protection Letters of Credit with a term of
one year subject to automatic extension for periods of one year (subject to the right of the Approved Protection Letter of
Credit Provider to give notice of non-renewal on an annual basis). Except as described below, each Protection Letter of
Credit, including by renewal or replacement, will remain in full force and effect until the CTE Protection Amount
Coverage Termination Date; it being understood that any Protection Letter of Credit may be replaced by other Protection
Letter(s) of Credit prior to the expiration of its term, which shall remain in full force and effect until the CTE Protection
Amount Coverage Termination Date. If the issuer of any Protection Letter of Credit ceases to be an Approved Protection
Letter of Credit Provider, the CTE Protection Provider will deliver or cause to be delivered to the Protection LC
Beneficiary, one or more Protection Letters of Credit issued by another Approved Protection Letter of Credit Provider
within ten Business Days from the date on which the CTE Protection Provider will have obtained knowledge of such
event.

If, at any time, the sum of the Protection Collateral Account Balance and the aggregate face value of all
Protection Letters of Credit, if applicable, exceeds the Protection Collateral Required Amount at such time, then either (i)
the Indenture Trustee will, within three Business Days of demand from the CTE Protection Provider (or its assignee),
distribute such excess amount to the CTE Protection Provider to the extent funds are available in the Protection Collateral
Account (the Indenture Trustee may conclusively rely on such demand as evidence that the CTE Protection Provider is
entitled to the amounts stated in the demand) or (ii) the CTE Protection Provider may deliver, or cause to be delivered, to
the Protection LC Beneficiary one or more Protection Letters of Credit with an aggregate face amount at least equal to
the sum of (x) the Protection Collateral Required Amount at such time, less (y) the Protection Collateral Account

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Balance at such time, and the original Protection Letter(s) of Credit being replaced will be terminated in accordance with
the CTE Protection Agreement.

The Indenture Trustee will notify the CTE Protector Provider within three Business Days of funds being
deposited into the Protection Collateral Account.

The Protection LC Beneficiary will cause the termination of the Protection Letters of Credit pursuant to the CTE
Protection Agreement.

Drawing of Protection Letters of Credit

The Protection LC Beneficiary will only be entitled to draw on any Protection Letter of Credit and deposit the
amount drawn into the Protection Collateral Account, if (other than in respect to (ii) below) a responsible officer of the
Protection LC Beneficiary has actual knowledge that one of the following events has occurred:

(i) if the CTE Protection Provider fails to pay (or cause to be paid) the CTE Protection Amount in full, after taking
into consideration the Protection Collateral Account Balance, by the applicable CTE Protection Payment Date,
the unpaid amount of the CTE Protection Amount (minus, without double counting, the then-current balance (if
any) on the Protection Collateral Account Balance) as communicated to the Protection LC Beneficiary by the
Calculation Agent,

(ii) if, as of the date falling 30 days prior to the expiration date of such Protection Letter of Credit, the Protection LC
Beneficiary has not received written notice or otherwise obtained actual knowledge that such Protection Letter
of Credit has been extended for an additional year or replaced with a new Protection Letter of Credit, an amount
equal to (1) the lesser of (x) the full amount of the Protection Collateral Required Amount as of the date of
drawing, and (y) the outstanding face value of the Protection Letters of Credit, or (2) if the CTE Protection
Amount is due and payable, the unpaid amount of the CTE Protection Amount (minus, without double counting,
the then-current Protection Collateral Account Balance) as communicated to the Protection LC Beneficiary by
the Calculation Agent,

(iii) if a Bankruptcy Event with respect to the CTE Protection Provider has occurred, an amount equal to (1) the
lesser of (x) the full amount of the Protection Collateral Required Amount as of the date of drawing, and (y) the
outstanding aggregate face value of the Protection Letter of Credit, or (2) if the CTE Protection Amount is due
and payable, the unpaid amount of the CTE Protection Amount (minus, without double counting, the then-
current Protection Collateral Account Balance), or

(iv) if the CTE Protection Provider fails to deliver or cause to be delivered to the Protection LC Beneficiary a
replacement Protection Letter of Credit issued by another Approved Protection Letter of Credit Provider as
required pursuant to the CTE Protection Agreement, an amount equal to (1) the lesser of (x) the full amount of
the Protection Collateral Required Amount as of the date of drawing, and (y) the outstanding face value of the
Protection Letters of Credit, or (2) if the CTE Protection Amount is due and payable, the unpaid amount of the
CTE Protection Amount (minus, without double counting, the then-current Protection Collateral Account
Balance).

If more than one Protection Letter of Credit has been provided and the circumstances described in paragraphs (i)
or (iii) above apply, then the Protection LC Beneficiary will draw on the Protection Letters of Credit pro rata with
respect to the total amount to be drawn under all Protection Letters of Credit.

Payments to the CTE Protection Provider

In consideration for the CTE Protection Provider agreeing to pay the CTE Protection Amount in accordance
with the CTE Protection Agreement and so long as the CTE Protection Provider is not in default with respect to its
obligations described above, the Indenture Trustee (on behalf of the Issuer) will transfer by way of payment to the CTE
Protection Provider, the following amounts from the accounts specified below at the times specified below:

(i) upon (i) in the case of the IDC Account, the end of the Interest-Only Period and provided that (x) no Event of
Default has otherwise occurred and is continuing, and (y) if a CTE Redemption Event has occurred, any transfer
of funds required to be made pursuant to the fourth paragraph under “Description of the Notes—Accounts under
the Indenture—IDC Account” has been made in full, any amounts remaining on deposit in the IDC Account,
and (ii) in the case of the Expense Account, on September 28, 2019 and provided that no Event of Default has
occurred and is continuing, any amounts above the Minimum Expense Account Amount remaining on deposit in
the Expense Account (not including, for the avoidance of doubt, any payments paid into the Expense Account
from the Revenue Account) following the payment of all expenses and other amounts (if any) that are due and
payable from the Expense Account on or prior to such date,

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 (ii) upon the end of the Availability Period if no CTE Redemption Event has occurred, an amount equal to the
remaining amount in the Disbursement Collateral Account,

(iii) upon the completion of the redemption of the Notes in accordance with the Indenture if a CTE Redemption
Event occurs, and provided that the Redemption Price (together with interest thereon, if applicable) has been
paid in full, any amounts remaining in the Redemption Account after all other payments have been made from
such Account in accordance with the Indenture, and

(iv) after the payment in full of the principal and interest, including defaulted interest, on the Notes Outstanding, and
after the payment in full of all fees, charges and expenses of the Indenture Trustee and all other amounts
required to be paid under the Principal Finance Agreements by the Issuer as certified to the Indenture Trustee,
all amounts remaining in any account opened and maintained pursuant to the Indenture.

Termination

Following the CTE Protection Amount Coverage Termination Date, the Indenture Trustee will (on behalf of the
Issuer) distribute to the CTE Protection Provider the amount (if any) standing to the credit of the Protection Collateral
Account after application by the Indenture Trustee with respect to any applicable CTE Redemption Event within two
Business Days of demand from the CTE Protection Provider.

Governing Law and Dispute Resolution

The CTE Protection Agreement will be governed by New York law. Each of the parties to the CTE Protection
Agreement will waive trial by jury and irrevocably agree that any legal action or proceeding brought by or against it with
respect to or arising out of the CTE Protection Agreement may be brought in or removed to the courts of the State of
New York, in and for the County of New York, or of the United States of America for the Southern District of New York
(in each case sitting in the Borough of Manhattan) and accepts, for itself and in respect of its properties, generally and
unconditionally, the jurisdiction of the aforesaid courts (and courts of appeals therefrom) for legal proceedings arising out
of or in connection with the CTE Protection Agreement.

Indenture and the Notes

On or prior to the Closing Date, the Issuer will enter into the Indenture with the Indenture Trustee and Banque
Internationale à Luxembourg S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent. The Notes will be
issued pursuant to the Indenture, and the Indenture Trustee will act on behalf of the Holders. The Indenture will contain,
among other things, the Issuer’s affirmative and negative covenants for the benefit of the Holders and will regulate
transfers of funds to and from the Accounts. See “Description of the Notes.”

The Indenture and the Notes will be governed by New York law.

Note Purchase Agreement

On the date of these Listing Particulars, the Issuer, the Shareholders, the RPI-CAO Purchaser, the
Concessionaire and Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Santander Investment Securities Inc.
(as the representatives of the Initial Purchasers) entered into the Note Purchase Agreement, pursuant to which the Issuer
has agreed to issue and sell to the Initial Purchasers and the Initial Purchasers have severally agreed to purchase the
Notes when issued. The Note Purchase Agreement provides that the obligations of the Initial Purchasers are subject to
certain conditions precedent. The Initial Purchasers are offering the Notes subject to their acceptance of the Notes from
the Issuer and subject to prior sale. See “Plan of Distribution.”

The Note Purchase Agreement is governed by New York law.

Share Transfer Restrictions Agreement

On or prior to the Closing Date, the Shareholders, as shareholders of the Concessionaire, will enter into the
Share Transfer Restrictions Agreement with the Concessionaire, the RPI-CAO Purchaser and the Indenture Trustee.
Pursuant to the Share Transfer Restrictions Agreement, the Shareholders will agree not to enter into, effect, implement or
complete any Disposal (whether directly or indirectly, including with respect to an intermediate holding company, or any
trust or trustee) of all or any portion of their Ownership Interests prior to the expiration of the Availability Period, unless
such Disposal is a Permitted Disposition. In addition, the Concessionaire will not, and the Shareholders will not permit
the Concessionaire to, issue or allot any capital stock of the Concessionaire to any person prior to the expiration of the
Availability Period, unless such issuance or allotment is a Permitted Issuance.

The Share Transfer Restrictions Agreement will be governed by New York law.

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Sub-Collateral Agency Agreement

On or prior to the Closing Date, the Issuer, the Indenture Trustee and the Sub-Collateral Agent will enter into
the Sub-Collateral Agency Agreement. Pursuant to the Sub-Collateral Agency Agreement, the Sub-Collateral Agent will
have the authority to (a) take action on behalf of and for the benefit of the Secured Parties solely in respect of the
Peruvian Security Documents and the collateral pledged or assigned thereunder, (b) take such action with respect to RPI-
CAOs, the Project Trust Agreement, the Peruvian Trustee Side Letter or the Concession Agreement, in each case related
to RPI-CAOs but excluding any enforcement action regarding non-payment of RPI-CAOs, as the Indenture Trustee may
direct, (c) take all actions necessary to continue the perfection of the liens created pursuant to the Peruvian Security
Documents, and (d) perform the duties set forth in the Peruvian Security Documents.

Upon the occurrence of an event of default under the Peruvian Security Documents or an Event of Default under
the Indenture, the Sub-Collateral Agent will take such action as requested by the Indenture Trustee (pursuant to written
instructions from the Holders); provided that such action is not prohibited by applicable law and the Peruvian Security
Documents. The Sub-Collateral Agent will remit any proceeds recovered from enforcement of the Peruvian Security
Documents, if applicable; provided that all necessary approvals are obtained from appropriate authorities in Peru, and
such transfer is not limited or prohibited by applicable law or the Concession Agreement.

The Sub-Collateral Agency Agreement will be governed by the New York law.

Peruvian Trustee Side Letter

On or prior to the Closing Date, the Issuer, the RPI-CAO Purchaser, the Concessionaire, the Sub-Collateral
Agent and the Peruvian Trustee, with the intervention of the Indenture Trustee, as a third party beneficiary thereunder,
will enter into the Peruvian Trustee Side Letter, pursuant to which the Peruvian Trustee will agree to perform certain
services related to, among other things (i) the registration and transfers of RPI-CAOs in the Register of Titleholders, (ii)
the delivery of notices to the Issuer, the Indenture Trustee, the MTC and each Rating Agency rating the Notes, and (iii)
the delivery to the MTC of information regarding Tariff collections under the Project Trust Agreement.

In addition, pursuant to the Indenture, the Issuer, the Concessionaire and the RPI-CAO Purchaser, with the
acknowledgement of the Indenture Trustee and the Sub-Collateral Agent, will undertake to enter into the RPI-CAO Side
Letter with the Construction Facility Trustee on or prior to the commencement of the Construction Facility Term. The
RPI-CAO Side Letter is expected to set forth certain provisions relating to the mechanics for the transfer and release of
RPI-CAOs to and from the Construction Facility Trust. The RPI-CAO Side Letter is expected to be governed by New
York law.

The Peruvian Trustee Side Letter will be governed by Peruvian law.

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 DESCRIPTION OF THE NOTES

The Notes will be issued under a collateral trust indenture (the “Indenture”) to be entered into among
Citibank, N.A., as indenture trustee (the “Indenture Trustee”) and in certain other capacities, and Banque
Internationale à Luxembourg S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent. The following
summaries of certain provisions of the Indenture and the Notes are not complete and are subject to, and qualified in their
entirety by reference to, all of the provisions of the Indenture and the Notes, including any definitions included therein.
Copies of the Indenture will be available, free of charge, at any time, at the offices of the Luxembourg Listing and
Paying Agent and (i) prior to the Closing Date, upon written request by any potential purchaser of any Notes to the
Concessionaire, to the following email address: inversores@metrolima2.com, and (ii) after the Closing Date, upon
written request by any Holder to the Indenture Trustee. See “Available Information.” Capitalized terms used but not
defined below have the meanings specified in Annex A hereto. References to the “Notes” in this section (unless
otherwise stated) mean the Series 2015-1 Senior Secured Notes originally issued on the Closing Date, together with any
additional notes which may be issued from time to time under the Indenture at a later date, as described below under the
heading “—Issuance of Additional Notes.”

General

The Series 2015-1 Notes:

 will constitute the Issuer’s direct secured obligations ranking at least pari passu in right of payment to all
other outstanding Debt of it, present or future,

 will be secured by a first-priority security interest in, control over and lien on substantially all of the
Issuer’s assets pursuant to the Indenture,

 will be paid from the Issuer’s cash flow from amounts paid through the Project Trust, on Purchased RPI-
CAOs. See “Description of Principal Finance Agreements—Project Trust Agreement.” Principal and
interest on the Series 2015-1 Notes will be payable as provided under “—Principal and Interest” below,

 will initially have a Note Principal Balance of U.S.$1,154,923,000,

 will be issued only in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 above
such amount,

 will mature on July 5, 2034 (the “Maturity Date”), and

 will bear interest commencing the date of issue at 5.875% per annum, payable on each January 5, April 5,
July 5 and October 5 (each, a “Quarterly Payment Date”), commencing on July 5, 2015.

The Issuer may issue Additional Notes through the issuance of a new Series (the “Additional Series”) in
connection with the exercise by the Concessionaire of any Additional Sale and Purchase Option under the RPI-CAO
Purchase Agreement. The exercise of any Additional Sale and Purchase Option under the RPI-CAO Purchase Agreement
and the issuance of any Additional Series in connection therewith will be subject to the conditions set forth in the
Indenture.

Payments on the Notes

Except as otherwise provided in the Indenture, the Issuer will repay the principal balance of the Notes to each
Holder by paying, on each Quarterly Payment Date, the installment of principal set out in the relevant Amortization
Schedule with respect to the Notes. The Initial Amortization Schedule for the Notes is set forth below under the table
entitled “Initial Amortization Schedule for Notes.”

Except as otherwise provided in the Indenture, the Issuer will repay the Note Principal Balance on each Series,
pro rata, to each Holder by paying (i) subject to clause (ii) below, on each Quarterly Payment Date, the Principal
Payment with respect to each Series on each Quarterly Payment Date set forth in the Amortization Schedule and (ii) if a
Redemption Event occurs, on each Quarterly Payment Date that occurs after the applicable Redemption Date (and
provided that the Notes are not redeemed in full on such Redemption Date), the New Principal Payment with respect to
each Series on each Quarterly Payment Date set forth in the applicable Revised Amortization Schedule.

Except as otherwise provided in the Indenture, the Issuer will pay interest on the Notes, pro rata, to each Holder
by paying (i) subject to clause (ii) below, on each Quarterly Payment Date, the Interest Payment with respect to each
Series on each Quarterly Payment Date set forth in the Amortization Schedule and (ii) if a Redemption Event occurs, and
subject to clause (i) above, on each Quarterly Payment Date that occurs after the applicable Redemption Date (and

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provided that the Notes are not redeemed in full on such Redemption Date), the New Interest Payment with respect to
each Series on each Quarterly Payment Date set forth in the applicable Revised Amortization Schedule.

Interest on the Notes, Defaulted Interest and all redemption calculations will be calculated on the basis of a
30/360 day convention. All U.S. Dollar amounts of interest and principal and Defaulted Interest resulting from any
calculations will be rounded to the nearest U.S. Dollar (with one-half U.S. Dollar being rounded upward).

The initial payment on the Notes is scheduled to be made on July 5, 2015, and subsequent payments are
scheduled to be made on each Quarterly Payment Date thereafter. On each Quarterly Payment Date, and provided that
the Notes are not redeemed as a result of the occurrence of a Redemption Event, the payment on each Quarterly Payment
Date on the Notes will be the amount set forth in the Initial Amortization Schedule below:

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 Initial Amortization Schedule for Notes

Quarterly Note Principal Interest

Payment Date Payment (U.S.$ million) Payment (U.S.$ million) Payment (U.S.$ million)

10/5/2019 29 12 17
1/5/2020 29 12 17
4/5/2020 29 12 17
7/5/2020 29 13 16
10/5/2020 29 13 16
1/5/2021 29 13 16
4/5/2021 29 13 16
7/5/2021 29 13 16
10/5/2021 29 14 15
1/5/2022 29 14 15
4/5/2022 29 14 15
7/5/2022 29 14 15
10/5/2022 29 14 15
1/5/2023 29 15 14
4/5/2023 29 15 14
7/5/2023 29 15 14
10/5/2023 29 15 14
1/5/2024 29 16 14
4/5/2024 29 16 13
7/5/2024 29 16 13
10/5/2024 29 16 13
1/5/2025 29 16 13
4/5/2025 29 17 12
7/5/2025 29 17 12
10/5/2025 29 17 12
1/5/2026 29 17 12
4/5/2026 29 18 11
7/5/2026 29 18 11
10/5/2026 29 18 11
1/5/2027 29 19 11
4/5/2027 29 19 10
7/5/2027 29 19 10
10/5/2027 29 19 10
1/5/2028 29 20 9
4/5/2028 29 20 9
7/5/2028 29 20 9
10/5/2028 29 21 9
1/5/2029 29 21 8
4/5/2029 29 21 8
7/5/2029 29 21 8
10/5/2029 29 22 7
1/5/2030 29 22 7
4/5/2030 29 22 7
7/5/2030 29 23 6
10/5/2030 29 23 6
1/5/2031 29 23 6
4/5/2031 29 24 5
7/5/2031 29 24 5
10/5/2031 29 24 5
1/5/2032 29 25 4
4/5/2032 29 25 4
7/5/2032 29 26 4
10/5/2032 29 26 3
1/5/2033 29 26 3
4/5/2033 29 27 2
7/5/2033 29 27 2
10/5/2033 29 27 2
1/5/2034 29 28 1

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4/5/2034 29 28 1
7/5/2034 29 29 0

Defaulted Interest

The Issuer will pay interest (including post-petition interest in any proceeding under any bankruptcy law)
(“Defaulted Interest”) on overdue payments under the Notes from their due date without regard to any applicable grace
periods at a rate per annum equal to the Default Rate for such Notes. Defaulted Interest will be immediately due and
payable from the time when it starts to accrue.

Payments and Paying Agents

Principal of and interest (including any Defaulted Interest) on the Notes that is payable on any Note Payment
Date will be paid to the Holder entitled to receive such payment that is listed on the Note Register at the close of business
on the immediately preceding Record Date.

Principal of and interest (including any Defaulted Interest) on the Notes will be made by deposit by the
Indenture Trustee (on behalf of the Issuer) in immediately available funds, to the extent funds are available by or before
the Business Day prior to such Note Payment Date in the Accounts for payment under the Notes in accordance with the
terms of the Indenture, of U.S. Dollars on the Note Payment Date with the Paying Agent, unless the Indenture Trustee
and the Paying Agent are the same Person, in which case no such transfer between them will be required. The Paying
Agent will make payments on the Notes to each Holder by wire transfer of immediately available funds to an account
with a bank previously specified in writing by such Holder to the Issuer and the Paying Agent; provided that (i) if a
Holder has not provided its account details to the Issuer and the Paying Agent in writing at least five Business Days prior
to any such payment being due (or such other date as the Paying Agent may accept in its discretion), such payment will
be made by check mailed to the address of such Holder as it will appear in the Note Register at the time of such payment
and (ii) the final installment of principal payable with respect to a Note (including upon mandatory redemption) will be
payable upon presentation and surrender of such Note to the Paying Agent (whereupon the Paying Agent will transfer
such surrendered Note to the Registrar for cancellation in accordance with the Indenture).

Payments under the Indenture and the Notes that are due on a day that is not a Business Day will be made on the
succeeding Business Day. Defaulted Interest will not accrue during such period with respect to any payment that is
scheduled to be paid on the Notes in accordance with the Amortization Schedule.

The Issuer will require each Paying Agent (other than the Indenture Trustee acting as Paying Agent, which will
agree pursuant to the Indenture) to agree in writing that such Paying Agent will hold in trust for the benefit of the
Holders, the Initial Purchasers or the Indenture Trustee (as applicable) all amounts held by such Paying Agent for the
payment of principal of or interest on the Notes and all fees payable pursuant to the Fee Letters and will promptly notify
the Indenture Trustee in writing of any default by the Issuer in making any such scheduled payment.

The Indenture Trustee will initially be designated as the Paying Agent for payments with respect to the Notes.
The Issuer may at any time designate additional Paying Agents or rescind the designation of any Paying Agent, except
that the Issuer or an agent of the Issuer designated by the Issuer as such will maintain an office or agency in Jersey City,
New Jersey or the Borough of Manhattan, City of New York (i) where Notes may be presented for registration of transfer
or for exchange, (ii) where Notes may be presented for payment and (iii) where Notes may be presented or surrendered
for transfer or for exchange. The Issuer will also maintain an office or agency in the Borough of Manhattan, City of New
York (which office or agency will not be an office of the Indenture Trustee or an affiliate of the Indenture Trustee) for
the service of notices and demands to or upon the Issuer in respect of the Notes and the Indenture.

Issuance of Additional Notes

The Issuer may enter into Indenture Supplements with the Indenture Trustee to issue Additional Notes at any
time in one or more Series. The terms of any Indenture Supplement may modify or amend the Indenture in any respect
solely as such terms apply solely to the corresponding Notes.

The Issuer may issue Additional Notes through the issuance of an Additional Series in connection with the
exercise by the Concessionaire of any Additional Sale and Purchase Option under the RPI-CAO Purchase Agreement.
The exercise of any Additional Sale and Purchase Option under the RPI-CAO Purchase Agreement and the issuance of
any Additional Series in connection therewith will be subject to the following terms and conditions:

 the Additional Sale and Purchase Option has been exercised in connection with the issuance of Additional
Notes,

 the Indenture Trustee has received an Officer’s Certificate of the Issuer in form satisfactory to it, on which
certificate the Indenture Trustee is entitled to conclusively rely, to the effect that (A) no Event of Default

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 will exist before or immediately after giving effect to such proposed issuance of Additional Notes and (B)
all conditions precedent to the issuance of such Additional Notes have been satisfied,

 the Calculation Agent has verified that (x) the payments on all Eligible RPI-CAOs purchased or expected to
be purchased by the Issuer will be sufficient to cover the debt service on each Note Payment Date on the
Notes and (y) the Issuer will have funds available from any investments made with the proceeds of all
Notes in a timely manner to be able to purchase all Eligible RPI-CAOs required to be purchased by the
Issuer,

 the Additional Notes will be pari passu with all Series of Outstanding Notes,

 the Additional Notes will be secured by the Collateral, pro rata with all Series of outstanding Notes other
than with respect to any Collateral (or enforcement proceeds thereof) which is specific to any particular
Series,

 the obligations under such Additional Notes will be in U.S. Dollars,

 the proceeds from the Additional Notes will be received by the Issuer on or about the Issuance Date of such
Additional Notes,

 the Issuer has complied with the requirements for the issuance of Additional Series that are set forth in the
Indenture at the time of the issuance of the proposed Additional Notes,

 on or before the Issuance Date of any Additional Series, the Indenture Trustee has received duly executed
copies of the Indenture Supplement pursuant to which the corresponding Additional Notes (or Series of
Additional Notes) is to be issued, which will specify the principal terms of such Additional Notes,

 the terms and conditions set forth in the applicable Indenture Supplement have been satisfied, including the
designation of the rating by each rating agency rating such Additional Series as specified in the applicable
Indenture Supplement,

 the Rating Agency Condition has been satisfied,

 the Calculation Agent will have complied with the requirements of the Indenture with respect to the
issuance of any Additional Series,

 the issuance of Additional Notes will be made pursuant to documentation and conditions as may be required
by the Issuer or any arranger, agent or underwriter of the issuance of the Additional Series,

 the proceeds of the Additional Notes will only be used to purchase Eligible RPI-CAOs once all proceeds of
the Series 2015-1 Notes (and any Additional Notes issued thereafter) that are available or are scheduled to
be available to purchase Eligible RPI-CAOs have so purchased Eligible RPI-CAOs (it being understood
that each Series of Notes will purchase Eligible RPI-CAOs in the order in which it is issued),

 the only exemption that may apply to such Additional Series (under the applicable CTE protection
agreement for such Additional Series) upon the occurrence of a Commitment Termination Event will be the
CTE Protection Payment Exemption,

 the amount of the CTE Protection Amount that the RPI-CAO Purchaser would be entitled to receive and
that would be available to the Holders of the Series 2015-1 Notes will not be reduced or otherwise
adversely affected as a result of the issuance of any Additional Notes, and

 the Indenture Trustee will have received an Opinion of Counsel that the issuance of the Additional Notes is
authorized and permitted under the Indenture upon which the Indenture Trustee will be permitted to fully
rely with no liability therefor.

Mandatory Redemption

Subject to the provisions of the Indenture, upon the occurrence of a CTE Redemption Event the Series 2015-1
Notes will be partially redeemed (if RPI-CAOs have been purchased by the Issuer as of the Redemption Event
Notification Date) in accordance with the Indenture or fully redeemed (if no RPI-CAOs have been purchased by the
Issuer as of the Redemption Event Notification Date).

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Redemption Procedure

Upon the Indenture Trustee and the Calculation Agent having received written notice that a CTE Redemption
Event has occurred (the date that the Indenture Trustee has received such notice being the “CTE Redemption Event
Notification Date”); provided, however, that should the Indenture Trustee receive such a notice which is not also
addressed to the Calculation Agent, the Indenture Trustee will inform or forward such notice to the Calculation Agent by
no later than the following Business Day, the Indenture Trustee will, within twelve Business Days following the CTE
Redemption Event Notification Date, provide notice and instructions to the Issuer and the Holders of the Series 2015-1
Notes that a CTE Redemption Event has occurred and that the Series 2015-1 Notes are to be redeemed on the
Redemption Date, which notice will state: (a) the Redemption Date, which will be the date falling 20 Business Days after
the CTE Redemption Event Notification Date, (b) the amounts to be paid to each Holder of the Series 2015-1 Notes
pursuant to the Indenture and a statement that, on and after the Redemption Date, upon partial redemption of any Series
2015-1 Note the Registrar will make annotations thereon to reflect the payments made with respect to such Series 2015-1
Note on the Redemption Date and (c) the place or places of payment where such Series 2015-1 Notes are to be
surrendered for payment upon a full redemption of such Series 2015-1 Notes.

In addition, within three Business Days following the CTE Redemption Event Notification Date, the Indenture
Trustee will send a CTE Calculation Inputs Notice to the Calculation Agent and the CTE Protection Provider. Within
twelve Business Days following the CTE Redemption Event Notification Date, the Calculation Agent will (a) calculate
the applicable Redemption Price for the Series 2015-1 Notes with respect to the Redemption Date, (b) validate the
calculation of the CTE Protection Amount performed by the CTE Protection Provider with respect to the Redemption
Date that is payable by the CTE Protection Provider in accordance with the terms of the CTE Protection Agreement (or,
if the CTE Protection Provider fails to provide such calculation, calculate the CTE Protection Amount) in accordance
with the terms of the CTE Protection Agreement, (c) produce a Revised Amortization Schedule in accordance with the
Indenture, and (d) notify the Indenture Trustee in writing of the foregoing.

Upon the Indenture Trustee informing the Issuer that the Series 2015-1 Notes will be redeemed, the Indenture
Trustee will deposit the following amounts into the Redemption Account not later than the Redemption Date (if available
at such time), which will be held by the Indenture Trustee and applied to the redemption of the Series 2015-1 Notes:

 any funds then remaining on deposit in the Note Proceeds Account or which are paid into any such account
on or prior to the Redemption Date,

 any funds then remaining on deposit in the Disbursement Collateral Account, including any Permitted
Investments with respect to funds on deposit in the Disbursement Collateral Account, or which are paid into
such account on or prior to the Redemption Date,

 any funds then remaining on deposit in the Expense Account or which are paid into such account on or
prior to the Redemption Date; provided that the funds to be transferred to the Redemption Account from the
Expense Account will be an amount equal to the excess in the Expense Account above the applicable
Minimum Expense Account Amount,

 from the Protection Collateral Account an amount equal to the CTE Protection Amount which is payable (if
it is payable) in accordance with the terms of the CTE Protection Agreement, and

 from the IDC Account, any funds that are not required to pay interest on the Notes on (a) any Quarterly
Payment Date that falls on or before the Redemption Date, and (b) any Quarterly Payment Date following
the Redemption Date during the Interest-Only Period in accordance with the Revised Amortization
Schedule,

In the event that any Additional Notes are issued, the allocation of funds from the Expense Account may be
adjusted pursuant to the Indenture Supplement for such Additional Notes in order to allow for a pro rata distribution of
funds in excess of the Minimum Expense Account Amount as between each Series of Notes.

On the Redemption Date, the amounts on deposit in the Redemption Account will be applied by the Indenture
Trustee in the following order of priority:

first, to the Holders of the Series 2015-1 Notes, the payment of the Redemption Price,

second, pro rata to the Indenture Trustee, the Securities Intermediary, the Registrar, the Paying Agent, the
Calculation Agent and the Sub-Collateral Agent, any accrued and unpaid transaction expenses, fees or
indemnities of the Indenture Trustee and the Sub-Collateral Agent described in the Indenture and any other
amounts due and owing to the Indenture Trustee, the Securities Intermediary, the Registrar, the Paying
Agent, the Calculation Agent and the Sub-Collateral Agent pursuant to the Indenture, including without
limitation any amounts owed thereunder, and the Sub-Collateral Agency Agreement,

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 third, pro rata to the relevant parties, the payment of (to the extent not covered by clause first above), any
accrued and unpaid transaction expenses of the type described below under “—Accounts under the
Indenture—Expense Account”, and

fourth, any remaining amounts to the CTE Protection Provider.

In the event that the Series 2015-1 Notes are accelerated in accordance with the Indenture after the CTE
Redemption Event Notification Date has occurred and before the Redemption Date, the mandatory redemption procedure
will continue to apply in accordance with the Indenture.

Revised Amortization Schedule and Adjustments to Note Principal Balance

Upon the occurrence of a CTE Redemption Event, the Calculation Agent will, within the period set forth in the
Indenture, produce a Revised Amortization Schedule for the Series 2015-1 Notes and, within such period, notify the
applicable Holders of the Series 2015-1 Notes of such Revised Amortization Schedule. Upon the redemption of the
Notes in accordance with the Indenture and without prejudice to the penultimate paragraph under “—Redemption
Procedure” and the Issuer’s obligation to pay the Redemption Price in full, payments in respect of the Series 2015-1
Notes then Outstanding will be made in accordance with such Revised Amortization Schedule and the Indenture.

Upon the Redemption Date, the Note Principal Balance with respect to the Series 2015-1 Notes will be reduced
by the applicable Redemption Price (as applicable and, with respect to each Note within each such Series, by the amount
of the Redemption Price received by the applicable Holder of the Series 2015-1 Notes) to the extent paid, failing which
such Note Principal Balance will not be so reduced until the applicable Redemption Price has been paid in full, and upon
such payment in full, the Series 2015-1 Notes will have been redeemed accordingly.

For all purposes of the Indenture, unless the context otherwise requires, all provisions of the Indenture relating
to the redemption of the Series 2015-1 Notes will relate, in the case of any Series 2015-1 Notes redeemed or to be
redeemed only in part, to the portion of the principal amount of such Series 2015-1 Notes that has been or is to be
redeemed.

Any Series 2015-1 Note that is to be redeemed in full will be surrendered to the Registrar. Any Series 2015-1
Note that is to be redeemed in part will not be surrendered and the Holder of the Series 2015-1 Notes of such Note will
make annotations thereon to reflect the payments made with respect to such Series 2015-1 Note on the applicable
Redemption Date.

No Gross-Up or Tax Redemption on Notes

All payments in respect of the Notes will be made free and clear of, and without withholding or deduction for,
any present or future taxes (including, without limitation, duties, assessments or governmental charges), unless such
withholding or deduction is required by applicable Law, as modified by the practice of any relevant governmental
revenue authority. If the Issuer is so required to deduct or withhold any taxes (including, without limitation, duties,
assessments or governmental charges from the payments in respect of the Notes, then the Issuer will make such payments
net of such taxes (including, without limitation, duties, assessments or governmental charges) and will not be obligated to
pay any additional amounts or be able to redeem the Notes in respect of such withholding or deduction. See “Risk
Factors—Risks Relating to the Issuer and the RPI-CAO Purchaser—There could be withholding taxes imposed in the
future on interest payments under the Notes and Holders will not be indemnified with respect to any such withholding
taxes.”

Collateral

Granting of Collateral

To secure the due and punctual payment of principal, premium and interest on the Notes when and as the same
will be due and payable and interest on overdue principal, premium and interest, if any, on the Notes and to secure the
obligations of the Issuer under the Indenture and the Notes, and to secure compliance with the provisions of the Indenture
and any Indenture Supplement, all as provided herein, the Issuer will enter into the Security Documents to which it is a
party and will agree to pledge, assign, convey, deliver, transfer and set over to the Indenture Trustee, to be held in trust
for the benefit of the Secured Parties, a first-priority security interest in, control over, and lien on and to all of the Issuer’s
right, title and interest in the following, whether now owned or hereafter acquired or created (all of the following being
referred to as “Collateral”):

 the Accounts and all other “deposit accounts” (as defined in Section 9-102(a)(29) of the New York UCC)
and “securities accounts” (as defined in Section 8-501 of the New York UCC) of the Issuer (including any
sub-accounts of any Account, deposit account or sub-account), all money, investment property, instruments
and other property on deposit from time to time in, credited to or related to the Accounts and all other

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 deposit accounts and securities accounts of the Issuer (including any sub-accounts of any Account, deposit
account or sub-account), and in all interest, dividends, earnings, income and other distributions from time to
time received, receivable or otherwise distributed or distributable thereto or in respect thereof (including
any accrued discount realized on liquidation of any investment purchased at a discount), other than any
money on deposit in the Issuer's deposit accounts in the Cayman Islands to which share subscription fees
and transaction fees shall have been paid (and all interest accrued thereon),

 all Purchased RPI-CAOs,

 all Permitted Investments, including those made with any funds from the Disbursement Collateral Account,
the IDC Account and the Expense Account and other investments held at any time, including income
thereon,

 its rights, title and interest (but not its obligations) under each Principal Finance Agreement to which it is a
party or a beneficiary,

 any of the Issuer’s other assets other than (A) those specified in the first to fourth paragraphs above and (B)
any funds on deposit in the Issuer’s bank accounts in the Cayman Islands to which share subscription fees
and transaction fees will have been paid, and

 money, accounts, general intangibles, payment intangibles, contract rights, chattel paper, instruments,
documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, and
advices of credit consisting of, arising from or related to the foregoing.

Representations and Warranties in respect of the Collateral

Under the Indenture, the Issuer will represent and warrant to the Indenture Trustee and the Holders that, as of
the Closing Date:

 the Indenture creates a valid and continuing security interest (as defined in the New York UCC) in the
Collateral in favor of the Secured Parties, which security interest is prior to all other Liens, and is
enforceable as such against creditors of and purchasers from the Issuer,

 it owns and has good and marketable title to the Collateral free and clear of any Lien, claim or encumbrance
of any Person, and that it has received all consents and approvals required by the terms of the Collateral to
the transfer to the Secured Parties of its interest and rights in the Collateral under the Indenture,

 other than the security interest granted to the Secured Parties pursuant to the Indenture, it has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, and it has not
authorized the filing of and is not aware of any financing statements against it that include a description of
collateral covering the Collateral other than any financing statement relating to the security interest granted
to the Secured Parties under the Indenture or that has been terminated. The Issuer is not aware of any
judgment or tax lien filings against it,

 each Account constitutes a “securities account” within the meaning of the New York UCC. The Purchased
RPI-CAOs constitute “general intangibles” within the meaning of the New York UCC. The Permitted
Investments constitute “securities entitlements” or “general intangibles” within the meaning of the New
York UCC. All other Collateral constitutes a “general intangible” within the meaning of the New York
UCC,

 the Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements
in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the
security interest in the Collateral granted to the Secured Parties under the Indenture,

 all of the Collateral constituting securities entitlements (as defined in the New York UCC) has been and
will have been credited to one of the securities accounts over which the Indenture Trustee has a perfected
security interest. The securities intermediary for each such securities account has agreed to treat all assets
credited to such securities accounts as “financial assets” (as defined in the New York UCC),

 it has granted "control" (as defined in Section 8-106 of the New York UCC) over the Accounts to the
Indenture Trustee by the agreement of the Securities Intermediary to maintain such Accounts with the
Indenture Trustee as the sole "entitlement holder" (as defined in Section 8-102(a)(7) of the New York UCC)
thereunder,

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  it intends the security interest granted pursuant to the Indenture in favor of the Indenture Trustee and the
Holders to be prior to all other Liens in respect of the Collateral, and it will take all actions necessary to
obtain and maintain, in favor of the Indenture Trustee and the Holders, a first Lien on and a first priority,
perfected security interest in the Collateral, and

 the foregoing representations and warranties will remain in full force and effect and will not be waived or
amended until the Notes are paid in full or otherwise released and discharged.

Accounts under the Indenture

Establishment of Accounts

On or prior to the Closing Date, the Securities Intermediary, together with the Indenture Trustee, will establish
the following special, non-interest bearing segregated trust U.S. Dollar-denominated accounts (collectively, the
“Accounts”), in the name of the Issuer:

 the Series 2015-1 Note Proceeds Account (the “Note Proceeds Account”), which will be closed by the
Securities Intermediary following the end of the Availability Period,

 the Series 2015-1 Disbursement Collateral Account (the “Disbursement Collateral Account”), which will
be closed by the Securities Intermediary after the earlier of (a) the Redemption Date, if it occurs, and (b)
the date on which the Issuer has purchased all of the Eligible RPI-CAOs to be purchased using the
proceeds of the Notes pursuant to the Issuer Purchase Agreement, upon receipt of a written request by the
Issuer,

 the Revenue Account (the “Revenue Account”),

 the Expense Account (the “Expense Account”),

 the Series 2015-1 Debt Service Account (the “Debt Service Account”),

 the Series 2015-1 Protection Collateral Account (the “Protection Collateral Account”), which will be
closed by the Securities Intermediary after the CTE Protection Amount Coverage Termination Date, upon
receipt of a written request by the Issuer,

 the Series 2015-1 IDC Account (the “IDC Account”), which will be closed by the Securities Intermediary
after the end of the Interest-Only Period, upon receipt of a written request by the Issuer; and

 the Series 2015-1 Redemption Account (the “Redemption Account”), which account will be closed by the
Securities Intermediary after (a) the Redemption Date, if it occurs, and (b) the date on which the Issuer has
purchased all of the Eligible RPI-CAOs to be purchased using the proceeds of the Notes pursuant to the
Issuer Purchase Agreement, upon receipt of a written request by the Issuer.

The Securities Intermediary is a “securities intermediary” (as defined in Section 8-102 of the New York UCC),
each of the Accounts will be maintained as a “securities account” (as defined in Section 8-501 of the New York UCC)
and all assets (including cash) held in or credited to the Accounts will be treated as “financial assets” (as defined in
Section 8-102 of the New York UCC).

The Indenture Trustee and the Securities Intermediary may establish such other accounts from time to time as
may be required by any Indenture Supplement and may establish in the Accounts and in any other account established by
the Indenture Trustee or the Securities Intermediary under the Indenture, such sub-accounts as are reasonably necessary
to carry out the terms of the Indenture and any such Indenture Supplement. Each such Account, account and sub-account
will be maintained by the Securities Intermediary for the benefit of the Holders with the Indenture Trustee as the sole
“entitlement holder” (as such term is defined in Section 8-102(a)(7) of the New York UCC).

The Issuer will not have any right of withdrawal in respect of any Account or any other right to receive amounts
held in any Account other than as specifically permitted under the Indenture. The Indenture Trustee will apply monies in
the relevant Accounts in accordance with the Indenture and as described below under “—Application of Monies.”

Note Proceeds Account

The Note Proceeds Account will be funded on the Closing Date with the proceeds from the sale and issuance of
the Series 2015-1 Notes net of the amounts required to pay certain transaction fees and expenses that are payable on or
around the Closing Date as set forth in a “Flow of Funds Memo” prepared by the Initial Purchasers and the
Concessionaire.

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 Promptly upon receipt by the Indenture Trustee on behalf of the Issuer of the net proceeds from the sale and
issuance of the Series 2015-1 Notes into the Note Proceeds Account, the Indenture Trustee will pay further fees and
expenses as set out in the “Flow of Funds Memo” prepared by the Initial Purchasers and the Concessionaire and
thereafter will transfer the net proceeds in the following order of priority:

(i) first, to the IDC Account, U.S.$274,799,491.31,

(ii) second, to the Expense Account, U.S.$8,392,888.57, and

(iii) third, to the Disbursement Collateral Account, U.S.$853,150,712.69.

The Note Proceeds Account may also be funded upon the issuance of Additional Notes and in accordance with
the terms of the applicable Indenture Supplement.

Notwithstanding anything contained in the Indenture, upon the Notes being redeemed in accordance with the
Indenture, funds on deposit in the Note Proceeds Account will be transferred to the Redemption Account.

Disbursement Collateral Account

The Disbursement Collateral Account will be funded (i) as specified above in the second paragraph under “—
Note Proceeds Account”, and (ii) as specified in any Indenture Supplement with respect to an issuance of Additional
Notes.

The Indenture Trustee will, if it has received the items required pursuant to the Indenture and the confirmations
of the Calculation Agent in accordance with the Indenture, and so long as it has not been notified that the conditions
precedent have not been satisfied as of the relevant Purchase Date with respect to the relevant sale and purchase of
Eligible RPI-CAOs (as contemplated in the Indenture, or by the RPI-CAO Purchase Agreement or the Issuer Purchase
Agreement), transfer funds from the Disbursement Collateral Account on each Purchase Date to pay into the Payment
Account (or such other account set forth in the related Notice of Sale) on behalf of the Issuer the Purchase Price payable
in respect of any Eligible RPI-CAOs being purchased on such Purchase Date (it being understood that if the Calculation
Agent confirms that the Purchase Price for the RPI-CAOs being sold has been incorrectly calculated in any Notice of
Sale, the Calculation Agent will provide the Indenture Trustee with the correct Purchase Price and the Indenture Trustee
will only withdraw an amount equal to the correct Purchase Price (as determined by the Calculation Agent), and it being
further understood that the Indenture Trustee will not make any withdrawal from the Disbursement Collateral Account
unless the amount of such withdrawal is equal to the full amount of the Purchase Price payable with respect to the sale
and purchase of Eligible RPI-CAOs pursuant to any Notice of Sale).

Upon the end of the Availability Period and provided that no CTE Redemption Event has occurred, the
remaining balance in the Disbursement Collateral Account will be transferred to the CTE Protection Provider in
accordance with the CTE Protection Agreement.

Notwithstanding the above, upon the Notes being redeemed in accordance with the Indenture, any funds on
deposit in the Disbursement Collateral Account will be transferred to the Redemption Account as may be required in
accordance with the Indenture.

Revenue Account

Amounts received by the Indenture Trustee from the Peruvian Trustee in respect of payments of Purchased RPI-
CAOs pursuant to the Project Trust Agreement will be deposited by the Indenture Trustee into the Revenue Account.
Prior to an acceleration of the Notes due to the occurrence and continuation of an Event of Default, the Indenture Trustee
will, within one Business Day of receipt of funds in the Revenue Account, transfer any such funds on deposit in the
Revenue Account in the following order of priority:

first, to the Expense Account, an amount equal to (a) prior to the issuance of Additional Notes,
U.S.$8,392,888.57 and (b) after the issuance of Additional Notes, the sum of (i) the amount in (a) and (ii)
the Additional Transaction Expense Amount set forth in the related Indenture Supplement, and

second, pro rata to the debt service accounts of each Series, until the balance in each such account equals
the scheduled amount payable on the Notes on the Quarterly Payment Date immediately following the date
of such transfer (or, in the case of any late payment of RPI-CAOs, the transfer will be in an amount equal
to the scheduled amount payable on the Notes on the Quarterly Payment Date to which such RPI-CAO
payment relates (together with Defaulted Interest (if payable))).

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Expense Account

The Expense Account will be funded initially with the net proceeds from the issuance and sale of the Notes,
which amount will cover the expenses of the Issuer until September 27, 2019. Thereafter, the Expense Account will be
funded from the Revenue Account in an amount equal to U.S.$68,948.05 within one Business Day of each RPI-CAO
Payment Date.

Amounts deposited into the Expense Account will be applied by the Indenture Trustee, from time to time, on its
own behalf or otherwise solely in accordance with the payment instructions reflected in the instruction letter to be
delivered by the Concessionaire, or in the “Flow of Funds Memo” prepared by the Initial Purchasers and the
Concessionaire, in order to pay any fees, expenses and indemnities payable by the Company (with respect to fees,
expenses and indemnities related to the transactions contemplated in the Indenture), the Issuer or the RPI-CAO Purchaser
(which, for the avoidance of doubt, will include all fees, expenses and indemnities payable by the Issuer pursuant to the
Fee Letters, the Indenture or the Sub-Collateral Agency Agreement), it being understood, that (i) upon delivery of the
aforementioned instruction letter and unless otherwise specified therein, no further instruction or authorization will be
required from the Concessionaire to specifically authorize or instruct the Indenture Trustee to make each payment listed
in such instruction letter, (ii) the Concessionaire will not request payment to it (or any of its Affiliates) or the
Shareholders or their Affiliates, (iii) the Indenture Trustee will have no obligation to make any payments of expenses, or
liability for failing to pay any expenses, should it not receive such payment instructions from the Concessionaire or the
“Flow of Funds Memo” or should the full amounts required to pay such expenses not be on deposit in, and freely
distributable from, the Expense Account, and (iv) the Indenture Trustee will be entitled to fully rely upon, and shall have
no liability for relying upon such payment instructions from the Concessionaire and the “Flow of Funds Memo.”

On September 28, 2019 and, provided that no Event of Default has otherwise occurred and is continuing, any
amounts above the Minimum Expense Account Amount remaining on deposit in the Expense Account (not including, for
the avoidance of doubt, any payments paid into the Expense Account from the Revenue Account) following the payment
of all expenses and other amounts (if any) that are due and payable from the Expense Account on or prior to such date
will be transferred to the CTE Protection Provider in accordance with the CTE Protection Agreement.

Upon the Notes being redeemed pursuant to the Indenture, any funds on deposit in the Expense Account will be
transferred to the Redemption Account in accordance with the Indenture.

Debt Service Account

Monies deposited into the Debt Service Account will be used for the payment when due on any Note Payment
Date of principal or interest with respect to the Series 2015-1 Notes.

Protection Collateral Account

The Protection Collateral Account will be funded pursuant to the CTE Protection Agreement by deposits into
the Protection Collateral Account by or on behalf of the CTE Protection Provider and/or pursuant to a draw on the
Protection Letter of Credit by the Protection LC Beneficiary.

The Protection LC Beneficiary (i) will draw on the Protection Letters of Credit in the amounts and at the times
specified in the CTE Protection Agreement (which (x) in the case of paragraph (i) under “Description of Principal
Finance Agreements—CTE Protection Agreement—Drawing of Protection Letters of Credit”, it will do if the CTE
Protection Provider fails to pay the CTE Protection Amount as described therein and (y) with respect to paragraph (ii)
under “Description of Principal Finance Agreements—CTE Protection Agreement—Drawing of Protection Letters of
Credit”, it will do if as of the date falling 30 days prior to the expiration date of such Protection Letter of Credit the
Protection LC Beneficiary has not received written notice or otherwise obtained actual knowledge that, such Protection
Letter of Credit has not been extended for an additional year or replaced with a new Protection Letter of Credit) and (ii)
will return the Protection Letters of Credit to the provider of the Protection Letter of Credit Providers for cancellation as
and when required in accordance with the terms of the CTE Protection Agreement; provided that with respect to (i) the
Protection LC Beneficiary will only draw on the applicable Protection Letter of Credit in the circumstances described in
paragraphs (iii) or (iv) under “Description of Principal Finance Agreements—CTE Protection Agreement—Drawing of
Protection Letters of Credit”, if instructed to do so in writing by either the Concessionaire or Holders holding at least
10% of the beneficial interests in the Series 2015-1 Notes. The Indenture Trustee is the beneficiary of the Protection
Letters of Credit on behalf of the Issuer (pursuant to the assignment by the RPI-CAO Purchaser under the Issuer
Purchase Agreement) and will not transfer any Protection Letter of Credit to any other Person.

In the event that the CTE Protection Amount is payable in accordance with the CTE Protection Agreement, the
Indenture Trustee will transfer the CTE Protection Amount from the Protection Collateral Account to the Redemption
Account in accordance with the Indenture.

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 The Indenture Trustee will promptly, but in no event in more than five Business Days following a Trust Officer
having actual knowledge that any of the events described below, inform the CTE Protection Provider in accordance with
the CTE Protection Agreement if: (i) the sum of (a) the aggregate face amount of all Protection Letters of Credit, plus (b)
the Protection Collateral Account Balance is less than the Protection Collateral Required Amount, (ii) a Trust Officer of
the Indenture Trustee obtains actual knowledge that the issuer of any Protection Letter of Credit ceases to be an
Approved Protection Letter of Credit Provider, or (iii) the issuer of any Protection Letter of Credit fails to pay the amount
indicated in a draft drawn on such Protection Letter of Credit.

In addition, the Indenture Trustee will make transfers from the Protection Collateral Account in accordance with
the CTE Protection Agreement.

IDC Account

The IDC Account will be funded on the Closing Date from the Note Proceeds Account in accordance with the
Indenture.

The Indenture Trustee will, on each Quarterly Payment Date that occurs during the Interest-Only Period,
transfer funds from the IDC Account to the Debt Service Account in an amount equal to the scheduled interest payable
on the Notes on such Quarterly Payment Date.

Upon the end of the Interest-Only Period and provided that (i) no Event of Default has otherwise occurred and is
continuing, and (ii) if a Redemption Event has occurred, any transfer of funds required to be made under the paragraph
below has been made in full, any amounts remaining on deposit in the IDC Account will be transferred to the CTE
Protection Provider in accordance with the CTE Protection Agreement.

Upon the Notes being redeemed pursuant to the Indenture, funds on deposit in the IDC Account will be
transferred to the Redemption Account in accordance with the Indenture.

Disposition of Accounts Upon Retirement of the Notes

After the payment in full of the principal and interest on all the Notes Outstanding, and after the payment in full
of all fees, charges, expenses and indemnities of the Indenture Trustee and all other amounts required to be paid under
the Indenture and under the other Principal Finance Agreements, the Issuer will instruct the Indenture Trustee to apply all
amounts remaining in any Account (including interest income on Permitted Investments) to the CTE Protection Provider
in accordance with the CTE Protection Agreement.

Accounts as Collateral

Under the Indenture, the Issuer will grant a security interest in favor of the Indenture Trustee, for the benefit of
the Secured Parties, in the Accounts.

Limited Recourse under the Notes

Notwithstanding any other provision of the Indenture or any Principal Finance Agreement to the contrary, no
party to the Indenture will have any recourse for the payment of any amount owing in respect of the Indenture or any
Principal Finance Agreement against any officer, director, employee, stockholder, shareholder or incorporator of the
Issuer. All obligations of the Issuer under the Indenture or any Principal Finance Agreement will constitute limited
recourse obligations of the Issuer with payment of such obligations being made only from the assets of the Issuer (other
than the proceeds of sale of the ordinary share capital of the Issuer, the U.S.$250.0 transaction fee paid to the Issuer, the
bank account where such monies are deposited and any interest earned on such amount). The obligations of the Issuer
will be extinguished on the date that all obligations of the Issuer under the Indenture or any Principal Finance Agreement
have been satisfied from the assets of the Issuer (other than the proceeds of sale of the ordinary share capital of the Issuer,
the transaction fee of U.S.$250.0 paid to the Issuer, the bank account where such monies are deposited and any interest
earned on such amount). No further claim will be made against the Issuer in respect of any shortfall after the application
of the aforementioned assets of the Issuer or, for the avoidance of doubt, against any other assets of the Issuer.

Performance for the Benefit of the CTE Protection Provider, the Concessionaire and the Shareholders

Each of the Issuer and the Holders (by acceptance of their Notes or beneficial interests therein) acknowledges
that the non-performance of its obligations (or the failure to observe any provision or negative covenant) under the
Indenture and the other Principal Finance Agreements to which it is a party could adversely affect the rights, remedies,
obligations and liabilities of the CTE Protection Provider and/or the Concessionaire and/or the Shareholders under or in
connection with the Principal Finance Agreements. Accordingly, each of the Issuer and the Holders (by acceptance of
their Notes or beneficial interests therein) agrees, for the benefit of each of the CTE Protection Provider and/or the
Concessionaire and/or the Shareholders and subject to the protections afforded to such persons (including under the

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Indenture), to perform its obligations (or to observe any provision or negative covenant) under the Indenture and the
other Principal Finance Agreements to which it is a party in accordance with its or their terms except where such non-
performance or non-observance could not reasonably be expected to adversely affect the rights, remedies, obligations and
liabilities of the CTE Protection Provider and/or the Concessionaire and/or the Shareholders under or in connection with
the Principal Finance Agreements.

Covenants

Under the Indenture, the Issuer will covenant and agree, for the benefit of the Holders, that, so long as the
Indenture is in effect and any Notes remain Outstanding, it will among other things:

 pay or cause to be paid the principal of and interest on the Notes on the dates and in the manner provided in
the Notes and in accordance with the Indenture,

 apply the proceeds of the issuance of the Notes in accordance with the terms of the Indenture,

 prior to the time penalties, fines, additions or similar other charges attach thereto, timely pay and discharge
or cause to be paid and discharged all Taxes imposed upon it and for which it is liable or upon its income or
profits or, in respect of it, upon any of the Collateral, or required to be withheld and all lawful claims or
obligations that, if unpaid, would become a Lien upon the Collateral or upon any part thereof, other than
specifically contemplated by the Indenture.

 not incur any Debt except for Permitted Debt,

 ensure that its payment obligations with respect to the Notes constitute its direct secured obligations ranking
at least pari passu in right of payment to all other outstanding Debt of it, present or future,

 not (A) permit the validity or effectiveness of the Indenture to be impaired, or permit any Lien created by
the Indenture or any Security Document to which it is a party to be amended, hypothecated, subordinated,
terminated or discharged, or permit any Person to be released from any covenants or obligations with
respect to the Notes under the Indenture except as may be expressly permitted thereby, or (B) permit any
Lien, charge, excise, claim, security interest, mortgage or other encumbrance to be created on or extend to
or otherwise arise upon or burden the assets of it or any part thereof or any interest therein or the proceeds
thereof other than Permitted Liens,

 without limiting its obligations under the Indenture, not create, incur, assume or suffer to exist any Liens
upon any of its assets or properties or the Collateral, or assign any right to receive income, other than
Permitted Liens,

 not form or have any subsidiary or, other than as specifically contemplated by the Indenture, make any
investment, except for the Permitted Investments and RPI-CAOs as contemplated by the Indenture,

 not open or maintain any bank account with any entity other than the Securities Intermediary, the Sub-
Collateral Agent or the Peruvian Trustee or any accounts in the Cayman Islands to which share subscription
fees and transaction fees are to be or have been paid other than specifically contemplated by the Indenture,

 not contingently or otherwise become liable, directly or indirectly, in connection with any Guaranty except
as expressly contemplated by the Principal Finance Agreements,

 not: (a) consolidate, directly or indirectly, with or merge with or into any other Person, (b) permit any other
Person to consolidate, directly or indirectly, with or merge into the Issuer, (c) except as expressly
contemplated by the Principal Finance Agreements, directly or indirectly transfer, convey, sell, lease or
otherwise dispose of any of its properties and assets, (d) liquidate or dissolve itself (or suffer any liquidation
or dissolution to occur) or take any action that is a bankruptcy event under the Indenture, (e) initiate or enter
into any split-off or division, or (f) enter into any transaction or series of transactions substantially
equivalent to any of the foregoing,

 not consent to any extension, adjustment, rescission, amendment or other modification of the RPI-CAOs (or
any agreements with respect thereto) without the consent of the Indenture Trustee solely acting at the
direction of the Majority Holders,

 not engage in any business other than as provided for in the Principal Finance Agreements and the activities
incidental thereto,

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  without limiting its obligations under the Indenture, execute and deliver, from time to time and at its
expense, such other documents as will be required by law or be necessary or advisable in connection with
the creation, exercise or perfection of the rights and remedies of the Indenture Trustee granted or provided
for by the Principal Finance Agreements to which it is a party and to consummate the transactions
contemplated therein,

 without limiting its obligations under the Indenture, at its own expense, take all actions that are necessary to
establish, maintain, preserve, protect, perfect and continue the perfection and the first-priority of the Liens
created by the Indenture and by the Security Documents to which it is a party, including taking all such
actions as may be necessary to prepare, execute and file, under any applicable Law, all necessary public
deeds, financing statements or other instruments, notices or documents, and furnish timely notice of the
necessity of any such action, together with such instruments, in execution form, and such other information
as may be required to enable the Indenture Trustee or any other Person, as the case may be, to effect any
such action,

 without limiting its obligations under the Indenture, to the maximum extent permitted by applicable Law,
do everything necessary to (a) create security arrangements, including, if applicable, the establishment of a
trust or pledge or the perfection of any Lien granted, with respect to future assets that are intended to be
secured pursuant to the Indenture and by the Security Documents to which it is a party, in accordance with
the requirements of any relevant jurisdiction, as applicable, and (b) preserve and protect the Collateral and
protect and enforce its rights and title, and the rights and title of the Secured Parties, to the security created
by the Indenture and by the Security Documents to which it is a party,

 not make any Restricted Payments or Capital Expenditures,

 not sell or otherwise dispose of any real or personal property or assets other than in accordance with the
Indenture and the Principal Finance Agreements,

 comply in all material respects with all requirements of law and governmental approvals applicable to it and
its contractual obligations (other than its obligations under the Principal Finance Agreements), except for
such non-compliance that could not reasonably be expected to result in or contribute to the occurrence
individually or in the aggregate of a Material Adverse Effect,

 comply in all material respects with its obligations contained in the Principal Finance Agreements to which
it is a party,

 deliver to the Indenture Trustee a report or notice as to certain material events including, but not limited to,
any event or condition that has caused or could reasonably be expected to cause individually or in the
aggregate a Material Adverse Effect, any Default or Event of Default under the Indenture or any Principal
Finance Agreement, and the occurrence of a Commitment Termination Event,

 in the event that the Notes are listed on the Official List of the Luxembourg Stock Exchange for trading on
the Euro MTF Market, use its reasonable best efforts to maintain such listing,

 furnish all certificates, reports, correspondence, notices, memoranda and other documents required to be
furnished by it to any AFP that is a Holder either in English or Spanish. It (or its agent) will promptly
provide notice to any AFP that is a Holder with respect to any event or fact (such as change of its officers,
change of its shareholders, occurrence of Events of Default, redemption of the Notes, change in the terms
and conditions of the Notes, merger of the Issuer, change of the Issuer's business purpose, change in the
information filed with any AFP that is a Holder, change in the rating of the Notes) that could affect the
normal course of business or the breach of regulations (which would lead to the disqualification of the
eligibility of the Notes for investment by any AFP that is a Holder), within fifteen calendar days following
the occurrence of the event or fact, or as requested by such AFP. Any such notice or other information
provided to an AFP pursuant to this paragraph will also be delivered to the Indenture Trustee who shall
deliver a copy, or otherwise make available, thereof to all Holders.

Information about Payments, RPI-CAO Sales and Purchases, Instructions to the Indenture Trustee and Demand
Notices

The Concessionaire will, in accordance with the terms of the RPI-CAO Purchase Agreement, deliver a copy of
each Notice of Sale and each Officer’s Certificate to be delivered by the Concessionaire under the RPI-CAO Purchase
Agreement with respect to each sale and purchase of Eligible RPI-CAOs thereunder to the Issuer, the Indenture Trustee,
the Calculation Agent, the Peruvian Trustee and the RPI-CAO Purchaser, as applicable, at least eight Business Days prior
to the relevant Purchase Date. The RPI-CAO Purchaser will, in accordance with the terms of the Issuer Purchase

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Agreement, deliver a copy of each Officer’s Certificate to be delivered by the RPI-CAO Purchaser under the Issuer
Purchase Agreement with respect to each sale and purchase of Eligible RPI-CAOs thereunder to the Indenture Trustee at
least one Business Day prior to the relevant Purchase Date.

Immediately upon obtaining knowledge of any payment received or to be received by the Indenture Trustee, or
upon the request of the Indenture Trustee, the Issuer will provide written notice to the Indenture Trustee of all relevant
information relating thereto, to the extent known, including the payor, the amount of such payment, the nature of such
payment, the sections of the Indenture to which such payment relates and the Account into which it will be deposited. In
the event that the Indenture Trustee receives certain notices or written information specified in the Indenture from the
Sub-Collateral Agent, the Concessionaire, the Peruvian Trustee, the Issuer, the RPI-CAO Purchaser or the Grantor under
any of the Principal Finance Agreements, the Indenture Trustee will promptly make such notice or written information
available to the Holders, requesting instructions as to whether any actions should be taken by the Indenture Trustee
and/or the Sub-Collateral Agent in connection with such notice.

Upon receipt by the Indenture Trustee of any Notice of Sale as described above (a) the Calculation Agent will
verify that the Purchase Price for the Eligible RPI-CAOs (which will be contained in the Notice of Sale and can be
verified by the Calculation Agent by reference to the percentage (rounded to the fourth decimal place) of the Expected
Aggregate RPI-CAO Purchase Amount being purchased by the Issuer on the relevant Purchase Date and the value in
U.S. Dollars of the Purchase Price set out in the RPI-CAO Purchase Agreement) is correct, and (b) the Indenture Trustee
will confirm that it has received (i) the duly completed Notice of Sale and related officer’s certificate from the
Concessionaire in accordance with the RPI-CAO Purchase Agreement, together with the required attachments and (ii)
written confirmation from the Peruvian Trustee that the Peruvian Trustee (1) has received the relevant originals of the
RPI-CAO Certificates directly from the MTC or the Company which set forth the applicable payment schedule
applicable to the Eligible RPI-CAOs to be sold pursuant to such Notice of Sale, (2) is satisfied that the RPI-CAO
Certificates delivered for the Eligible RPI-CAOs to be sold pursuant to such Notice of Sale conform to the form of RPI-
CAO Certificate set forth in the Concession Agreement, (3) has received directly from OSITRAN or the Concessionaire
the relevant originals or legalized copies (copia legalizada notarialmente or fedateadas) of the Works Progress
Certificates, Rolling Stock Supply Certificate or Adjustment and Liquidation Certificate, as applicable, evidencing the
vesting of rights to receive RPI-CAOs and (4) is satisfied that the relevant originals of the RPI-CAO Certificates and the
relevant originals or legalized copies (copia legalizada notarialmente or fedateadas) of the Works Progress Certificates,
Rolling Stock Supply Certificate or Adjustment and Liquidation Certificate, as applicable, delivered directly by the
MTC, OSITRAN or the Concessionaire, as applicable, for the RPI-CAOs to be sold pursuant to such Notice of Sale
conform to the relevant form of Works Progress Certificate, Rolling Stock Supply Certificate or Adjustment and
Liquidation Certificate, as applicable, set forth in the Concession Agreement.

In the event that the Calculation Agent and the Indenture Trustee, as applicable, verifies or confirms, as
applicable, each of the items mentioned above, the Indenture Trustee will, to the extent that sufficient funds are available
in the relevant Disbursement Collateral Account, send the Purchase Price monies from the relevant Disbursement
Collateral Account to complete the relevant sale and purchase of Eligible RPI-CAOs on the applicable Purchase Date and
will be entitled to assume that all conditions precedent to such sale and purchase have been satisfied unless advised
otherwise in writing by the Concessionaire or by any Holders holding at least 10% of the beneficial interests in the Notes
of the applicable Series purchasing the RPI-CAOs, following which the Indenture Trustee will not send monies from the
relevant Disbursement Collateral Account to complete the relevant sale and purchase of RPI-CAOs if so notified prior to
the relevant Purchase Date.

Functions of the Calculation Agent under the RPI-CAO Purchase Agreement

The Calculation Agent will perform the following tasks and functions as contemplated under the RPI-CAO
Purchase Agreement (a) with respect to any issuance of Additional Notes, confirm the calculations provided by the
Concessionaire as required under the RPI-CAO Purchase Agreement and the Indenture and (b) confirm whether the
Protection Collateral Value is sufficient to cover the new Protection Collateral Required Amount as contemplated under
the RPI-CAO Purchase Agreement.

Events of Default

An “Event of Default” will occur if any one or more of the following events has occurred and is continuing
(irrespective of whether such event was caused by or arose pursuant to a Law or the action or inaction of any
Governmental Authority or otherwise):

 the Issuer fails to pay any principal of or interest on any Note when the same becomes due and payable, or
any other amount when the same becomes due and payable under the Indenture, whether on any Quarterly
Payment Date, at scheduled maturity or at redemption or by acceleration or otherwise, and such failure to
pay has not been cured within five Business Days of the date on which such payment was due and payable,

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 (i) the CTE Protection Provider fails to comply with the provisions of the CTE Protection Agreement
related to maintaining the Protection Collateral Value at any time at least equal to the Protection Collateral
Required Amount at such time, or (ii) if any Additional Notes are issued, the relevant CTE Protection
Provider fails to comply with such equivalent provisions as specified in the applicable Indenture
Supplement for such Additional Notes,

 the Issuer, the RPI-CAO Purchaser, the CTE Protection Provider, any other CTE protection provider or any
Shareholder fails to perform or observe any of its covenants or agreements contained in the Indenture or
any of the other Principal Finance Agreements (other than those specified in the two bullet points above)
and such failure remains unremedied for 30 days after written notice thereof will have been given to the
Issuer, the RPI-CAO Purchaser, the CTE Protection Provider or the relevant Shareholder (as applicable) by
the Indenture Trustee (acting at the direction of the Majority Holders), and such failure has or would be
reasonably likely individually or in the aggregate to have a material adverse effect on (i) the Issuer, the RPI-
CAO Purchaser or the CTE Protection Provider’s or any other CTE protection provider’s ability to perform
any of its material obligations under the Indenture, the Notes or any other Principal Finance Agreement to
which it is a party, (ii) the legality, validity or priority of the Liens on the Collateral pursuant to the
Indenture or any other Security Document, or (iii) the legality, validity or enforceability of any of the
Principal Finance Agreements,

 a Bankruptcy Event occurs with respect to the Issuer,

 until the earlier of the (i) end of the Availability Period, and (ii) purchase of all RPI-CAOs committed to be
purchased by the RPI-CAO Purchaser pursuant to the RPI-CAO Purchase Agreement, a Bankruptcy Event
occurs with respect to the RPI-CAO Purchaser, the CTE Protection Provider or any other CTE protection
provider,

 after the end of the Availability Period, the Grantor, acting through the MTC, fails to comply with its
obligations under the Concession Agreement and the Project Trust Agreement with respect to the payment
and budgeting of RPI-CAOs,

 (a) any Public External Indebtedness of Peru in an aggregate amount of not less than U.S.$25.0 million (or
its equivalent in any other currency) has become due and payable before it would otherwise have been due
and payable as a result of, or on the basis of, the occurrence of a default, event of default or other similar
condition or event in respect of Peru under one or more obligations or (b) Peru fails to make any payment in
respect of its Public External Indebtedness in an aggregate amount in excess of U.S.$25.0 million (or its
equivalent in any other currency), or

 subject to the Indenture (i) any of the Security Documents, once executed and delivered and, where
appropriate, noticed to counterparties, registered or where other action has been taken in accordance with
all law and the Principal Finance Agreements, fails to provide the Secured Parties thereunder the liens,
remedies, powers, privileges or relative priority intended to be created thereby or ceases to be in full force
and effect, or the validity thereof or the applicability thereof to the Notes, or any other obligations purported
to be supported or guaranteed thereby or any part thereof will be disaffirmed by the grantor or any party
thereto (other than the secured parties) or (ii) any Collateral will, in either case, have been attached by any
Person and any such attachment will not have been removed within 45 days.

Upon the occurrence and during the continuance of an Event of Default:

 in the case of an Event of Default due to a Bankruptcy Event during the Availability Period with respect to
the RPI-CAO Purchaser or the CTE Protection Provider, the entire principal amount of all of the
Outstanding Notes and, to the fullest extent permitted by applicable Law, other amounts payable by the
Issuer to the Secured Parties under the Notes, the Indenture and the other Principal Finance Agreements, if
any, will automatically become due and payable without presentment, demand, protest or notice of any
kind, all of which are waived as provided in the Indenture, and

 in the case of any Event of Default other than an Event of Default due to a Bankruptcy Event during the
Availability Period with respect to the RPI-CAO Purchaser or the CTE Protection Provider, either the
Indenture Trustee or the Majority Holders may, by notice to the Issuer and each Holder (including the
Indenture Trustee if declared by the Majority Holders), declare the entire principal amount of all
Outstanding Notes, and, to the fullest extent permitted by applicable Law, other amounts payable by the
Issuer to the Secured Parties under the Notes, the Indenture and the other Principal Finance Agreements, if
any, to be due and payable, whereupon the same will become immediately due and payable without
presentment, demand, protest or further notice of any kind, all of which are waived.

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 If an Event of Default occurs and is continuing and is actually known to a Trust Officer, the Indenture Trustee
will mail notice of the Event of Default as provided in the Indenture.

At any time after the principal amount of the Outstanding Notes will have become due and payable upon a
declared acceleration as provided in the Indenture, and before any judgment or decree by a court of competent
jurisdiction for the payment of the money so due, or any portion thereof, will be entered, the Majority Holders, by written
notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences by written
notice to the Issuer if (a) there will have been paid to or deposited with the Indenture Trustee a sum sufficient to pay the
principal of the Notes that have become due other than by such declaration of acceleration and interest and Defaulted
Interest thereon for late payment of principal and/or interest, and all sums paid or advanced by the Indenture Trustee
under the Indenture and the reasonable compensation, expenses, disbursements, indemnities and advances of the
Indenture Trustee, its agents and counsel and (b) all Events of Default, other than the nonpayment of the principal of
and/or interest on the Notes that have become due solely by such acceleration, have been cured or waived as provided in
the Indenture.

If a Redemption Event occurs and the Notes are accelerated on or after the CTE Redemption Event Notification
Date and on or before the applicable Redemption Date, the mandatory redemption procedure set forth in the Indenture
will continue to be applied. Once the Redemption Date has occurred, the Indenture Trustee will apply any further monies
in the Accounts (other than the Protection Collateral Account) in accordance with the priority set forth in “—Application
of Monies” below. Any amounts remaining in the Protection Collateral Account will be transferred by the Indenture
Trustee to the CTE Protection Provider in accordance with the CTE Protection Agreement.

Upon the Notes being accelerated pursuant to the Indenture after the end of the Availability Period during which
no Redemption Event has occurred, the Indenture Trustee will apply any monies in the Accounts (other than the
Protection Collateral Account), in accordance with the Indenture, and any amounts remaining in the Protection Collateral
Account will be transferred by the Indenture Trustee in accordance with the CTE Protection Agreement.

Pursuant to the Indenture the Indenture Trustee will be appointed the attorney in fact of the Issuer for the
purposes of carrying out all acts of the Issuer with respect to the Purchased RPI-CAOs and exercising any and all rights
of the Issuer in connection therewith, in each case as may be directed and indemnified by the Majority Holders, including
the right to dispose of the RPI-CAOs, take all actions permitted of the Issuer as RPI-CAO Titleholder of the Purchased
RPI-CAOs under the Project Trust Agreement and RPI-CAO Certificates, enforce payment thereof against the Grantor,
the MTC and the Peruvian Trustee and issue all notices on behalf of the Issuer. The Indenture Trustee may delegate any
such powers to the Sub-Collateral Agent or any other agent or delegate permitted to be appointed thereunder and may
issue any powers of attorney on behalf of the Issuer for the purposes of exercising any such powers. The Issuer will
follow all instructions of the Indenture Trustee with respect to any such matters related to Purchased RPI-CAOs. The
Majority Holders may instruct the Indenture Trustee with respect to the exercise of any such powers.

Specific Remedies

If any Event of Default will have occurred and be continuing and an acceleration will have occurred pursuant to
the Indenture, subject to the provisions of the Indenture or any applicable Law, the Indenture Trustee will apply the
amounts in the Accounts for the benefit of the Secured Parties and such other persons as provided in the Indenture. The
Indenture Trustee, by such officer, independent investment bank or other agent as the Indenture Trustee may appoint at
the expense of the Issuer, may (acting at the direction and indemnity of the Majority Holders) (a) sell or cause the sale,
without recourse, for cash, or credit or for other property, for immediate or future delivery, and for such price or prices
and on such terms as the Indenture Trustee independent investment bank or other agent as the case may be) in its
discretion may determine, the Collateral, in whole or in part, at public or private sale, and the Issuer will cooperate and
assist in obtaining any required government consent to such sale, or (b) foreclose or cause foreclosure under the
Indenture or sell the Collateral or to take any other remedies available under the Indenture.

The Indenture Trustee will, at the direction of the Majority Holders, take enforcement and other certain actions,
on behalf of the Holders, in respect of the Principal Finance Agreements (including through the Sub-Collateral Agent).
The costs and expenses relating to such actions will be paid by the Issuer through payments from the Expense Account if
there are sufficient funds in the Expense Account, or, if not, the Holders by way of indemnification to the Indenture
Trustee.

Notwithstanding anything in any Principal Finance Agreement or in any other agreement or document to the
contrary, the Indenture Trustee is being granted various rights and powers, on behalf of the Holders by the grantors of
each such document. The Majority Holders will exercise the authority granted to the Indenture Trustee on behalf of the
Holders in accordance with the procedures set forth in the Indenture.

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Application of Monies

Subject to the procedures set forth in the Indenture, any monies collected or to be applied by the Indenture
Trustee pursuant to the Indenture (and to the extent that such amounts have not already been paid in accordance with the
Indenture), together with any other monies that may then be held by the Indenture Trustee under the Indenture as security
for the Notes, will be applied in the following order from time to time, on the date or dates fixed by the Indenture Trustee
and, in the case of a distribution of such monies on account of principal or interest, upon presentation of the instrument
representing any Note Outstanding, and stamping thereon of payment, if only partially paid, and upon surrender thereof,
if fully paid:

first, to the Indenture Trustee, the Securities Intermediary, the Registrar, the Paying Agent, the Calculation
Agent and the Sub-Collateral Agent, any accrued and unpaid transaction expenses, fees or indemnities and
any other amounts owing to the Indenture Trustee, the Securities Intermediary, the Registrar, the Paying
Agent, the Calculation Agent and the Sub-Collateral Agent pursuant to the Indenture, including without
limitation any amounts owed pursuant to the Indenture and the Sub-Collateral Agency Agreement,

second, pro rata to the payment of (a) to the extent not covered in the first item above, all Taxes,
assessments or Liens on the Collateral prior to the Liens of the Indenture, except those subject to which any
sale will have been made, all reasonable costs and expenses of collection, including the reasonable costs
and expense of handling the Collateral and of any sale thereof pursuant to the provisions of the Indenture
and of the enforcement of any remedies thereunder and (b) to the relevant Persons, to the extent not covered
in (a) above, any accrued and unpaid transaction expenses of the type specified in the Indenture,

third, pro rata to the Holders, the whole amount then due and unpaid upon the Outstanding Notes for
interest, including any accrued and unpaid Defaulted Interest with respect to such amount,

fourth, pro rata to the Holders, the whole amount then due and unpaid upon the Outstanding Notes for
principal, including any accrued and unpaid Defaulted Interest with respect to such amount, and

fifth, any surplus then remaining will be transferred by the Indenture Trustee to the Issuer,

it being understood that (a) any funds or Permitted Investments that are in, or are liquidated from, any
Account that is specific to a specified Series will be applied to such Series only under the third and fourth
items above following application under the first and second items, and (b) any Purchased RPI-CAOs,
including the proceeds thereof whether on disposition or otherwise, will be applied to each Series under the
third and fourth items above following application under the first and second items pro rata by reference to
the aggregate U.S.$ face value amount of RPI-CAOs that were purchased by the Issuer using funds from
the relevant Series.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect (except as to surviving rights or
registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all Outstanding Notes
when:

 either (a) all Notes theretofore executed, authenticated and delivered (except lost, stolen or destroyed Notes
that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust
or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such
trust) have been delivered to the Indenture Trustee for cancellation, or (b) all Notes not theretofore
delivered to the Indenture Trustee for cancellation have become due and payable, and the Issuer has
irrevocably deposited or caused to be deposited with the Indenture Trustee U.S. Dollars sufficient to pay
and discharge the entire Debt on the Notes not theretofore delivered to the Indenture Trustee for
cancellation, together with irrevocable instructions from the Issuer directing the Indenture Trustee to apply
such funds to such payment,

 the Issuer has paid all other sums payable under the Indenture and the Notes, and

 the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel stating
that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture
have been complied with.

Unclaimed Amounts

The Indenture Trustee will pay to the applicable CTE Protection Provider upon written request any money held
for payment with respect to the Notes related to such CTE Protection Provider that remains unclaimed for two years;

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provided that before making such payment the Indenture Trustee may at the expense of the Issuer publish once in a
newspaper of general circulation in New York City or send to each Holder entitled to such money, notice that the money
remains unclaimed and that after a date specified in the notice (at least 30 days after the date of the publication or notice)
any remaining unclaimed balance of money will be repaid to the applicable CTE Protection Provider. After payment to
the applicable CTE Protection Provider, Holders entitled to such money must look solely to the applicable CTE
Protection Provider for payment, unless applicable Law designates another Person, and all liability of the Indenture
Trustee with respect to such money will cease.

Notices to Holders

Any notice or communication distributed to a registered Holder will be distributed to the Holder at the Holder’s
address as it appears on the registration books of the Registrar and will be sufficiently given if so distributed within the
time prescribed. Failure to distribute a notice or communication to a Holder or any defect in it will not affect its
sufficiency with respect to other Holders. All notices and other communications delivered under the Indenture will be
effective when actually received.

Maintenance of Informational Website

Certain reports, notices and other information under the Indenture may be made available to the Holders on a
website maintained by the Indenture Trustee. As of the date of this Offering Memorandum such website may be found at
https://sf.citidirect.com.

Amendments

Amendments Without the Consent of Holders

The parties to the Indenture may, without the consent of any Holder, amend the Indenture or the Notes, and the
Indenture Trustee may consent to any amendment or modification of any other Principal Finance Agreement for one or
more of the following purposes:

 to cure any ambiguity, defect or inconsistency,

 to provide for uncertificated Notes in addition to or in place of Certificated Notes; provided that the
uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code,

 to add guarantees with respect to the Notes or to secure the Notes,

 to add to the covenants of the Issuer for the benefit of the Secured Parties or to surrender any right or power
conferred upon the Issuer in the Indenture,

 to make any change that does not adversely affect the rights of any Secured Party in any material respect,

 to make any change required to register the Notes with the applicable Peruvian pension funds, or

 to conform the text of the Indenture or the Notes to any provision of the “Description of the Notes” in the
Listing Particulars.

After an amendment as described above becomes effective, the Issuer will mail to the Holders a notice briefly
describing such amendment. The failure to give such notice to all Holders, or any defect therein, will not impair or affect
the validity of such amendment.

Amendments With the Consent of Majority Holders

The parties to the Indenture may amend the Indenture or the Notes, and the Indenture Trustee may consent to
any amendment or modification of any other Principal Finance Agreement, with the consent of the Majority Holders,
except that, without the consent of each affected Holder, an amendment may not:

 reduce the amount of Notes whose Holders must consent to an amendment or waiver,

 reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, change the
date on which any Notes may be subject to redemption, or reduce the redemption price therefor,

 make any Notes payable in money other than that stated in the Notes, or

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  make any change in the provisions of the Indenture entitling each Holder to receive payment of principal of
and interest, including Defaulted Interest, on such Notes when due or to bring suit to enforce such payment,
or permitting Holders of a majority in principal amount of Outstanding Notes to waive Defaults or Events
of Default.

It will not be necessary for the consent of the Holders as described above to approve the particular form of
any proposed amendment, but it will be sufficient if such consent approves the substance thereof.

After an amendment as described above becomes effective, the Issuer will mail to all Holders a notice briefly
describing such amendment. The failure to give such notice to all Holders, or any defect therein, will not impair or affect
the validity of such amendment.

No Amendments, Modifications or Waivers Adverse to the CTE Protection Provider, the Concessionaire or the
Shareholders Without Consent

Notwithstanding the above, the Indenture may not be amended, supplemented, modified, waived, terminated or
rescinded without the prior written consent of the Concessionaire, the Shareholders or the CTE Protection Provider if
such amendment, supplement, modification, waiver, termination or rescission could reasonably be likely to adversely
affect in any way the rights, benefits, obligations or liabilities of such Person under or in connection with any of the
Principal Finance Agreements.

Listing

The Notes will be listed on the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF
Market and the Issuer will use its reasonable best efforts to maintain such listing; provided that if, as a result of the
European Union regulated market amended Directive 2001/34/EC (the “Transparency Directive”) or any legislation
implementing the Transparency Directive or other directives or legislation, the Issuer could be required to publish
financial information either more regularly than it otherwise would be required to or according to accounting principles
which are materially different from the accounting principles which the Issuer would otherwise use to prepare its
published financial information, the Issuer may delist the Notes from the Luxembourg Stock Exchange in accordance
with the rules of the exchange and seek an alternative admission to listing, trading and/or quotation for the Notes on a
different section of the Luxembourg Stock Exchange or by such other listing authority, stock exchange and/or quotation
system inside or outside the European Union as the Administrator may decide.

Non-Petition Covenant

Notwithstanding the provisions of the Indenture and the other Principal Finance Agreements, the Secured
Parties agree not to, prior to the date that is one year and one day after (or the applicable preference period then in effect)
the payment in full of the Notes and the extinguishment of all other obligations of the Issuer under the Indenture and the
other Principal Finance Agreements or such longer period as is required by applicable Law, institute against, or join any
other person in instituting against the Issuer any bankruptcy, reorganization, arrangement, insolvency, moratorium or
liquidation proceedings, or other proceedings under Cayman Islands bankruptcy laws, United States Federal or state
bankruptcy laws, or similar laws. However, none of the Secured Parties, the Concessionaire, the CTE Protection
Provider or any Shareholder will be limited or prevented from (i) taking any action in any case or proceeding voluntarily
filed by the Issuer, (ii) taking any action in any involuntary insolvency proceedings filed or commenced by any Person,
other than any Secured Party, the Concessionaire, the CTE Protection Provider or any Shareholder, or (iii) taking any
action against the Issuer that is not a bankruptcy, reorganization, arrangement, insolvency, moratorium, liquidation or
other proceeding under or in connection with the Indenture and the other Principal Finance Agreements.

Governing Law, Consent to Jurisdiction and Service of Process

The Indenture, the Security Documents and the Notes will be governed by New York law.

Each of the parties to the Indenture (and each Holder, by its acceptance of a Note or a beneficial interest therein)
will waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to the Indenture or
the Notes or any transaction related to the Indenture or the Notes.

The Issuer will:

 agree 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 any federal or state court sitting in the Borough of Manhattan, City of
New York,

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  waive to the extent permitted by applicable Law, any objection that 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,

 irrevocably submit to the non-exclusive jurisdiction of such courts in any suit, action or proceeding,

 agree that service of process by mail to the address specified in the Indenture will constitute personal
service of such process on it in any such suit, action or proceeding, and

 to the extent that the Issuer has or hereafter may acquire any sovereign immunity from the jurisdiction of
any court or from any legal process, or as against any remedy provided herein, waive any right of immunity
on the grounds of sovereignty or otherwise from jurisdiction or execution in respect of any obligations
under the Indenture and the Notes, and the transactions contemplated thereby that may be brought in any
court of competent jurisdiction or elsewhere.

The Issuer will irrevocably appoint National Corporate Research, Ltd. as its authorized agent in the Borough of
Manhattan in the City of New York upon which process may be served in any such action, suit or proceeding, and will
agree that service of process upon such agent by the person serving the same, will be deemed in every respect effective
service of process upon the Issuer in any such suit or proceeding. The Issuer will agree to take any and all action as may
be necessary to maintain such designation and appointment of such agent (or appoint a successor thereto) in full force
and effect for the duration of the Indenture. Nothing in the Indenture will affect the right of any Party to serve legal
process in any other manner permitted by applicable Law.

Form, Denomination and Title

The Notes offered and sold outside the United States to Non-U.S. Persons pursuant to Regulation S will be
represented by one or more global note in definitive fully registered form with interest coupons (the “Regulation S
Global Note”), and the Notes offered and sold in the United States to U.S. Persons, in each case, to QIBs in reliance on
Rule 144A, will be represented by one or more global note in definitive fully registered form with interest coupons (each,
a “Rule 144A Global Note” and together with the Regulation S Global Note, the “Global Notes”), which will be
deposited on the Closing Date with the Note Custodian and will be registered in the name of the DTC Depository for the
accounts of DTC.

Transfers of interests in the Notes will be subject to certain restrictions as set forth therein and described under
“Transfer Restrictions.” Transfers of interests in the Notes may only be made pursuant to Rule 144A to QIBs or to Non-
U.S. Persons. Transferees who are Non-U.S. Persons and hold such Notes outside the United States will be required to
hold such interest pursuant to a Regulation S Global Note. Transferees who are U.S. Persons or are in the United States,
and in each case QIBs, will be required to hold such interest pursuant to a Rule 144A Global Note.

Global Notes

The Global Notes will be deposited with the Note Custodian and will be registered in the name of the DTC
Depository for the accounts of DTC. Except as described in these Listing Particulars, ownership of beneficial interests in
the Global Notes will be limited to persons who have accounts with DTC or Euroclear and Clearstream, as indirect
participants in DTC or persons who hold interests through participants of DTC. Ownership of beneficial interests in the
Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by
DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of
Persons other than participants). Beneficial owners of interests in the Notes may hold their interests in the Global Notes
directly through DTC, if they are participants in such system, or indirectly through organizations that are participants in
such system, including Clearstream and Euroclear. Except as described in these Listing Particulars, owners of beneficial
interests in the Global Notes will not be entitled to have the Global Notes registered in their names, will not receive or be
entitled to receive physical delivery of the Global Notes in definitive form and will not be considered holders of the
Global Notes under the Global Notes or the Indenture, except in accordance with the applicable procedures of DTC.
Payments of the principal, premium, if any, and interest on a Global Note will be made to DTC or its nominee, as the
registered owner thereof. Members of, or participants in, DTC, Euroclear or Clearstream will have no rights under the
Indenture with respect to any Global Note held on their behalf by the DTC Depository or by the Note Custodian under
such Global Note, and the DTC Depository (for as long as it is the Holder thereof) may be treated by the Issuer, the
Indenture Trustee, any Paying Agent and the Registrar and any of their respective agents as the absolute owner of such
Global Note for all purposes whatsoever. See “Clearing and Settlement—DTC.”

No beneficial owner will be able to transfer any beneficial interest in the Global Notes except in accordance
with the applicable procedures of DTC and, if such beneficial owner is not a DTC participant, the applicable procedures
of the DTC participant or the indirect DTC participant, as the case may be, through which such beneficial owner holds its
beneficial interest. Transfers of interests in the Global Notes are subject to certain additional restrictions. In particular,

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each transferee of an interest in a Global Note will also be deemed to have made certain additional acknowledgments,
representations and warranties as provided in the Indenture. See “Notice to Investors.”

Certificated Notes

Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive
certificated notes (“Certificated Notes”). Interests in the Global Notes will be exchangeable or transferable, as the case
may be, for Certificated Notes only if (i) DTC is at any time unwilling or unable to continue as depositary for the Global
Notes and a successor depositary is not appointed by the Issuer within 90 days, or (ii) an Event of Default has occurred
and is continuing and the Registrar has received a request from the applicable depository (or the DTC Depository or any
successor thereto) to exchange the Global Note for Certificated Notes. In connection with the exchange of an entire
Global Note for Certificated Notes pursuant to this paragraph, such Global Note will be deemed to be surrendered to the
Registrar for cancellation, and the Issuer will execute, and upon order by the Issuer the Indenture Trustee will
authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global
Note, an equal aggregate principal amount of Certificated Notes of authorized denominations and follow such other
procedures as required by the Indenture. Certificated Notes issued in exchange for Global Notes will bear the legends set
forth under “Transfer Restrictions.”

None of the Issuer, the Indenture Trustee, any Paying Agent, any Transfer Agent or the Registrar will have any
responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect
participants of their respective obligations under the rules and procedures governing their operations.

Replacement, Exchange, Transfers and Cancellation

If a mutilated Note is surrendered to the Registrar or if the Holder claims that a Note has been lost, destroyed or
wrongfully taken, the Issuer will execute, and upon an order of the Issuer the Indenture Trustee will authenticate, a
replacement Note. If required by the Indenture Trustee, the Registrar or the Issuer, such Holder will furnish such security
or indemnity as may be required by any of them to protect the Issuer, the Indenture 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 wrongfully
replaced. In the absence of notice to the Issuer or the Indenture Trustee that such Note has been acquired by a protected
purchaser, the Issuer will execute, and upon an order of the Issuer, the Indenture Trustee will authenticate and make
available for delivery, in exchange for any such mutilated Note or in lieu of any destroyed, lost or stolen Note, a new
Note of like tenor and principal amount, bearing a number not contemporaneously outstanding.

No service charge will be made to a Holder for any registration of transfer or exchange but the Issuer or the
Indenture Trustee may require payment of a sum sufficient to cover any transfer tax, assessments or similar governmental
charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges
payable upon exchange or transfer).

Transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be
settled in same-day funds. Transfers between participants in Euroclear and Clearstream will be effected in accordance
with their respective rules and operating procedures. DTC has advised the Issuer that it will take any action permitted to
be taken by a Holder (including the presentation of Notes for exchange) only at the direction of one or more participants
to whose account the interest in a Global Note is credited and only in respect of such portion of the Notes as to which
such participant or participants has or have given such direction. However, if there is an Event of Default under the
Notes, DTC may exchange the applicable Global Notes for Certificated Notes which it will distribute to its participants
and which may bear the applicable legend. Subject to compliance with the transfer restrictions applicable to the Global
Notes, cross-market transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream
participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of each of
Euroclear or Clearstream by its common depositary; however, such cross-market transactions will require delivery of
instructions to Euroclear or Clearstream by the counterparty in such system in accordance with the rules and procedures
and within the established deadlines (Brussels, Belgium time) of such system. Euroclear or Clearstream will, if the
transaction meets its settlement requirements, deliver instructions to its common depositary to take action to effect final
settlement on its behalf by delivering or receiving interests in the Global Notes in DTC, and making or receiving
payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants
and Clearstream participants may not deliver instructions directly to the common depositaries for Euroclear or
Clearstream.

The Issuer at any time may deliver Notes to the Registrar for cancellation. The Registrar will cancel any Note
surrendered for registration of transfer, exchange, payment, redemption or cancellation in accordance with its customary
procedures in effect from time to time, and all cancelled Notes may be held or disposed of by the Registrar in accordance
with its standard retention or disposal policy as in effect at the time unless the Issuer will direct by an order by the Issuer
that they be destroyed or returned to it; provided that such order by the Issuer is timely and such Notes have not been
previously disposed of by the Registrar.

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Indenture Trustee and other Agents

For a description of the duties and the immunities and rights of the Indenture Trustee and the other Agents under
the Indenture, reference is made to the Indenture, and the obligations of the Indenture Trustee and the other Agents to the
Holders are subject to such immunities and rights as set forth therein. Pursuant to the Indenture, neither the Indenture
Trustee nor the other Agents will have any obligation to make any determination with respect to any financial matter
(including, without limitation, the determination of any financial ratio or any amount due in respect of payments of the
Notes), except as expressly set forth in the Indenture.

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 CLEARING AND SETTLEMENT

Arrangements have been made with DTC, Euroclear and Clearstream to facilitate initial issuance of the Global
Notes. Transfers within Euroclear and Clearstream will be made in accordance with the general rules and operating
procedures of the relevant clearing system. Cross-market transfers between investors who hold or who will hold Global
Notes through Euroclear and/or Clearstream will be effected through Euroclear and Clearstream.

The Depository Trust Company

DTC is a limited-purpose trust company organized under the laws of the State of New York and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities
for its participating organizations (the “DTC Participants”) and to facilitate the clearance and settlement of securities
between DTC Participants through electronic book-entry changes in accounts of its DTC Participants, thereby
eliminating the need for physical movement of securities. DTC Participants include the Initial Purchasers, securities
brokers and dealers, banks, trust sponsors and clearing corporations and may include certain other organizations. Indirect
access to the DTC clearing system is also available to other entities that clear through or maintain a custodial relationship
with a DTC Participant, either directly or indirectly (the “Indirect DTC Participants”).

Upon the issuance of the Global Notes, it is expected that DTC or its custodian will credit on its internal system
the respective amounts of the individual beneficial interests represented by each such Global Note to the accounts of
persons that have accounts with DTC. Such accounts initially will be designated by or on behalf of the Initial Purchasers.
Ownership of beneficial interests in the Global Notes will be limited to DTC Participants, Indirect DTC Participants and
persons holding interests through DTC Participants or Indirect DTC Participants. Ownership of beneficial interests in the
Global Notes will be shown on, and the transfer of such ownership will be effected only through, records maintained by
DTC or its nominee (with respect to interests of DTC Participants) and the records of DTC Participants or Indirect DTC
Participants (including Euroclear and Clearstream), as the case may be. QIBs may hold their interests in the Global
Notes directly through DTC, if they are DTC Participants, or through DTC Participants or Indirect DTC Participants.

So long as DTC or its nominee is the registered owner, DTC or such nominee, as the case may be, will be
considered the sole Holder of such Global Notes for all purposes under the Indenture and the Notes. No beneficial owner
will be able to transfer any beneficial interest in the Global Notes except in accordance with DTC’s applicable
procedures and, if such beneficial owner is not a DTC Participant, the applicable procedures of the DTC Participant or
the Indirect DTC Participant, as the case may be, through which such beneficial owner holds its beneficial interest, in
addition to the procedures provided for under the Indenture.

Under the rules, regulations and procedures creating and affecting DTC and its operations, DTC is required to
make book-entry transfers among DTC Participants on whose behalf it acts with respect to the Notes and is required to
receive and transmit payments on the Notes. Such payments on the Global Notes will be made to DTC or its nominee, as
the case may be, as the Holder thereof. DTC Participants and Indirect DTC Participants with which beneficial owners
have accounts with respect to the Global Notes similarly are required to make book-entry transfers and receive and
transmit such payments on behalf of their respective beneficial owners. None of the Issuer, the Indenture Trustee, any
Paying Agent or any other Agent will have any responsibility or liability for any aspect of the records relating to, or
payments made on account of beneficial interests in, the Global Notes, or for maintaining, supervising or reviewing any
records relating to such beneficial interests, or any other action taken by such DTC Participants or Indirect DTC
Participants.

The Issuer expects that DTC or its nominee, upon receipt of any payment of the principal of and premium, if
any, or interest on any Global Note, will credit DTC Participants’ accounts with payments in amounts proportionate to
their respective beneficial interests in such Global Note, as shown on the records of DTC or its nominee. The Issuer also
expects that payments by DTC Participants and Indirect DTC Participants, as the case may be, to beneficial owners of the
Global Notes held through such DTC Participants and Indirect DTC Participants will be governed by standing
instructions and customary practices, as is now the case with securities held for the accounts of customers registered in
the names of nominees for such customers. Such payments will be the responsibility of such DTC Participants and
Indirect DTC Participants.

The foregoing information with respect to DTC has been provided to the Issuer for informational purposes only
and does not serve as a representation, warranty, or contract modification of any kind.

Euroclear and Clearstream

Euroclear

Euroclear was created as a cooperative in 1968 to hold securities for Euroclear Participants and to clear and
settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment,
thereby eliminating the need for physical movement of securities and any risk from lack of simultaneous transfers of

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securities and cash. Euroclear provides various other services, including securities lending and borrowing and interfaces
with domestic markets in several countries. All operations are conducted by the Euroclear Bank, and all Euroclear
securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Bank, not the cooperative. The
cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks
(including central banks), securities brokers and dealers and other professional financial intermediaries (“Euroclear
Participants”). Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial
relationship with Euroclear Participants, either directly or indirectly.

Securities clearance accounts and cash accounts with Euroclear Bank are governed by the Terms and Conditions
Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law
(collectively, the “Euroclear Terms and Conditions”). The Euroclear Terms and Conditions govern transfers of
securities and cash within Euroclear, withdrawals of securities and cash from Euroclear and receipts of payment with
respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific
certificates to specific securities clearance accounts. Euroclear Bank acts under the Euroclear Terms and Conditions only
on behalf of Euroclear Participants and has no record of or relationship with persons holding through Euroclear
Participants.

The ability of an owner of a beneficial interest in a Global Note to pledge such interest to persons or entities that
do not participate in the Euroclear system, or otherwise take actions in respect of such interest, may be limited by the lack
of a definitive note for such interest because Euroclear can act only on behalf of Euroclear Participants, who in turn act
on behalf of indirect Euroclear Participants and certain banks.

Distributions with respect to the Global Notes held beneficially through Euroclear will be credited to the cash
accounts of Euroclear Participants in accordance with the Euroclear Terms and Conditions, to the extent received by the
Euroclear Bank and by Euroclear.

Clearstream

Clearstream is incorporated under the laws of Luxembourg as a professional depository. Clearstream holds
securities for Clearstream Participants and facilitates the clearance and settlement of securities transactions between
Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby
eliminating the need for physical movement of securities. Clearstream provides to Clearstream Participants, among other
things, services for safekeeping, administration, clearance and settlement of internationally traded securities and
securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. As a professional
depository, Clearstream is subject to regulation by the Luxembourg Monetary Institute. Clearstream Participants are
recognized financial institutions throughout the world, including underwriters, securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations (“Clearstream Participants”). Indirect access to
Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain
a custodial relationship with a Clearstream Participant either directly or indirectly.

The ability of an owner of a beneficial interest in a Global Note to pledge such interest to persons or entities that
do not participate in the Clearstream system, or otherwise take actions in respect of such interest, may be limited by the
lack of a definitive note for such interest because Clearstream can act only on behalf of Clearstream Participants, who in
turn act on behalf of indirect Clearstream Participants and certain banks.

Distributions with respect to the Notes held beneficially through Clearstream will be credited to cash accounts
of Clearstream Participants in accordance with its rules and procedures, to the extent received by Clearstream.

DTC, Euroclear and Clearstream Arrangements

So long as DTC or its nominee or Euroclear or Clearstream or their nominee or their common depository is the
registered holder of the Global Notes, DTC, Euroclear, Clearstream or such nominee, as the case may be, will be
considered the sole owner or holder of the Notes represented by such Global Notes for all purposes under the Indenture
and the Global Notes. Payments of in respect of the Global Notes will be made to DTC, Euroclear, Clearstream or such
nominee, as the case may be, as registered holder thereof. None of the Issuer, the Indenture Trustee, any other Agents,
the Initial Purchaser and any affiliate of any of the above or any person by whom any of the above is controlled (as such
term is defined in the Securities Act) will have any responsibility or liability for any records relating to or payments made
on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.

Distributions with respect to the Regulation S Global Notes will be credited in U.S. Dollars, to the extent
received by Euroclear or Clearstream from the Indenture Trustee or other Paying Agent, to the cash accounts of
Euroclear or Clearstream customers in accordance with the relevant system’s rules and procedures.

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 Holders of book-entry interests in the Global Notes will receive, to the extent received by the applicable
Clearing System from the Indenture Trustee or other Paying Agent, all distributions with respect to the Global Notes in
the applicable currency. Distributions with respect to the Global Note will be credited in the applicable currency, to the
extent received by Euroclear or Clearstream from DTC (as holder of the Global Note), to the cash accounts of Euroclear
or Clearstream customers in accordance with the relevant system’s rules and procedures.

The holdings of book-entry interests in the Global Notes through DTC, Euroclear and Clearstream will be
reflected in the book-entry accounts of each such institution. As necessary, the Indenture Trustee or other Registrar will
adjust the amounts of the Global Notes on the Register for the accounts of (a) Citivic Nominees Limited and (b) Cede &
Co. to reflect the amounts of the Notes held through Euroclear and Clearstream or DTC, respectively.

Initial Settlement

Investors holding beneficial interests in the Notes through DTC (other than through accounts at Euroclear or
Clearstream) will follow the settlement practices applicable to U.S. corporate debt securities. The securities custody
accounts of such investors will be credited with their holdings against payment in same-day funds on the settlement date.

Investors holding beneficial interests in the Notes through Euroclear or Clearstream accounts will follow the
settlement procedures applicable to conventional Eurobonds in registered form. Beneficial interests in the Notes will be
credited to the securities custody accounts of Euroclear and Clearstream holders on the settlement date against payment
for value on the settlement date.

Secondary Market Trading

It is important to establish at the time of trading of any of the Notes (or beneficial interests therein) where both
the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date because
the purchaser’s location determines the place of delivery.

Trading Between DTC Participants

Secondary market sales of book-entry interests in the Global Notes between DTC Participants will occur in the
ordinary way in accordance with DTC rules and will be settled using the procedures applicable to U.S. corporate debt
obligations in same-day funds.

Trading Between Euroclear and/or Clearstream Participants

Secondary market sales of book-entry interests in the Regulation S Global Note held through Euroclear and
Clearstream to purchasers of book-entry interests in the Regulation S Global Note through Euroclear or Clearstream will
be conducted in accordance with the general rules and operating procedures of Euroclear and Clearstream and will be
settled using the procedures applicable to conventional Eurobonds in same-day funds.

Trading Between DTC Seller and Euroclear or Clearstream Purchaser

When book-entry interests in the Global Note are to be transferred from the account of a DTC Participant
holding a beneficial interest in the Global Note to the account of a Euroclear or Clearstream accountholder wishing to
purchase a beneficial interest in the Regulation S Global Note, the DTC Participant must deliver instructions for delivery
to the relevant Euroclear or Clearstream accountholder to DTC by 12:00 noon (New York City time) on the settlement
date. Separate payment arrangements are required to be made between the DTC Participant and the relevant Euroclear or
Clearstream accountholder. On the settlement date, the Indenture Trustee or other Registrar will: (a) decrease the amount
of the Rule 144A Global Note registered in the name of Cede & Co. and (b) increase the amount of the Regulation S
Global Note registered in the name of the Common Depository. Book-entry interests will be delivered free of payment to
Euroclear or Clearstream, as the case may be, for credit to the relevant accountholder on the first business day following
the settlement date back-valued to the settlement date.

Trading Between Euroclear or Clearstream Seller and DTC Purchaser

When book-entry interests in the Regulation S Global Note are to be transferred from the accounts of a
Euroclear or Clearstream accountholder to the account of a DTC Participant wishing to purchase a beneficial interest in
the Regulation S Global Note, the Euroclear or Clearstream Participant must send to Euroclear or Clearstream, delivery
free of payment, instructions by 7:45 p.m. (Luxembourg/Brussels time, as the case may be) one business day prior to the
settlement date. Euroclear or Clearstream as the case may be, will in turn transmit appropriate instructions to the
Common Depository and the Indenture Trustee to arrange delivery to the DTC Participant on the settlement date.
Separate payment arrangements are required to be made between the DTC Participant and the relevant Euroclear and
Clearstream accountholder, as the case may be. On the settlement date, the Common Depository will: (a) transmit
appropriate instructions to the Indenture Trustee who will in turn deliver such book-entry interests in the Global Note

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free of payment to the relevant account of the DTC Participant, and (b) instruct the Indenture Trustee to: (i) decrease the
amount of the Regulation S Global Note registered in the name of the Common Depository, and (ii) increase the amount
of the Rule 144A Global Note registered in the name of Cede & Co.

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 TAXATION

Prospective Holders should consult their professional advisors on the possible tax consequences of buying,
holding or selling any Notes under the laws of their country of citizenship, residence or domicile.

Certain Peruvian Tax Considerations

Payment on the Purchased RPI-CAOs held by the Issuer is, according to Peruvian tax laws currently in force,
not subject to any withholding tax. Although currently Peruvian tax law levies Financial Transactions Tax on all debits
and credits to accounts opened in Peruvian banks and on all monetary transactions executed through the Peruvian
financial system, pursuant to each RPI-CAO Certificate the Grantor, through the Project Trust, will be obligated to pay
any additional amounts as may be necessary to ensure that net amounts received by RPI-CAO Titleholders, after
deduction of the Financial Transactions Tax, will equal the amount of the RPI-CAO payments which would have been
receivable in the absence of such Financial Transactions Tax. The current Financial Transactions Tax rate is 0.005%.
Peruvian tax law also provides certain exceptions in connection with the Financial Transactions Tax, regarding which
prospective Holders should consult with their tax advisors in order to determine whether or not any of these exceptions
apply to them.

In regard to any payment to be made by the Issuer for the benefit of the Holders domiciled outside Peru, there
will be no Peruvian tax consequences since this transaction (the purchase and repayment of Notes) is not connected to
Peru. In summary, current Peruvian regulations only affect the operations of the Concessionaire, and not the RPI-CAO
Purchaser, the Issuer, or the Holders domiciled outside Peru.

Certain U.S. Federal Income Tax Consequences

THE FOLLOWING SUMMARY IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND
ADVICE. U.S. HOLDERS OF NOTES ARE URGED TO CONSULT THEIR OWN TAX ADVISORS
CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE ISSUES DISCUSSED
HEREIN, IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY CONSIDERATIONS
ARISING UNDER THE LAWS OF ANY FOREIGN, STATE, LOCAL OR OTHER TAXING JURISDICTION.

The following is a summary of certain U.S. federal income tax consequences relating to (i) the tax treatment of
the Issuer and the RPI-CAOs, and (ii) the purchase, ownership and disposition of a Note. This discussion is based upon
laws, regulations, rulings and decisions in effect as of the date hereof, all of which are subject to change or differing
interpretations, possibly with retroactive effect. It deals only with a Note held as a capital asset and does not purport to
deal with a holder in a special tax situation, like a financial institution, insurance company, regulated investment
company, dealer in securities or currencies, a person holding a Note as a hedge against currency risks or as a part of a
“straddle”, “conversion transaction” or other risk reduction strategy for U.S. federal income tax purposes, a person
entering into a “constructive sale” transaction with respect to a Note, a partnership (or other entity or arrangement treated
as a partnership for U.S. federal income tax purposes), a tax-exempt entity or a U.S. Holder (as defined below) whose
functional currency is not the U.S. Dollar or who is subject to the alternative minimum tax.

As used herein, the term “U.S. Holder” means a beneficial owner of a Note that is for U.S. federal income tax
purposes (i) an individual citizen or resident of the United States, (ii) a corporation or other entity taxable as a
corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia,
(iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if (1) a
court within the United States is able to exercise primary supervision over the administration of the trust and one or more
United States persons (as defined in section 7701(a)(30) of the Code) have the authority to control all substantial
decisions of the trust, or (2) the trust was in existence on August 20, 1996 and properly elected to continue to be treated
as a United States person. As used herein, the term “Non-U.S. Holder” means a beneficial owner of a Note that is an
individual, corporation, trust or estate that is not a U.S. Holder.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes)
holds a Note, the treatment of a partner in the partnership generally will depend on the status of the partner and on the
activities of the partnership. A Holder that is a partnership and the partners in that partnership should consult their own
tax advisors about the U.S. federal tax consequences of acquiring, holding and disposing of the Note.

EACH PROSPECTIVE INVESTOR IN A NOTE SHOULD CONSULT HIS OWN TAX ADVISOR AS TO
THE FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES TO HIM OF THE PURCHASE,
OWNERSHIP AND DISPOSITION OF THE NOTE.

Tax Treatment of the Issuer and the RPI-CAOs

The Issuer will be treated as a foreign corporation for U.S. federal income tax purposes. DLA Piper LLP (US)
(“Special U.S. Tax Counsel”) will provide an opinion as of the Closing Date to the effect that the Issuer will not earn

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income that is effectively connected with the conduct of a trade or business within the United States under current U.S.
federal income tax law and therefore, the Issuer’s net income will not be subject to U.S. federal income tax under section
882 of the Code or the branch profits tax under section 884 of the Code. The opinion of Special U.S. Tax Counsel will be
based on certain covenants made by the Issuer, certain other assumptions and qualifications and certain representations
made to Special U.S. Tax Counsel by the Issuer, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and
Santander Investment Securities Inc.

The opinion of Special U.S. Tax Counsel is not binding on the IRS and it is possible that the IRS could disagree
with Special U.S. Tax Counsel’s conclusions. If the IRS disagrees with Special U.S. Tax Counsel’s conclusions, the
Issuer could be subject to U.S. federal income tax on its net income (and a U.S. branch profits tax could be imposed as
well). Any such U.S. tax could interfere with the ability of the Issuer to make payments on the Notes.

The remainder of this summary assumes that the Issuer will not be treated as earning income that is effectively
connected with the conduct of a trade or business within the United States.

For purposes of calculating its earnings for U.S. federal income tax purposes (which, as described below, may
affect the U.S. federal income tax treatment of a U.S. Holder), the Issuer intends to treat the RPI-CAOs as debt
instruments the interest on which is derived by the Issuer from non-U.S. sources. However, the characterization of the
RPI-CAOs is uncertain and alternative characterizations of the RPI-CAOs may adversely affect the timing or character of
the income recognized by a U.S. Holder with respect to a Note. Prospective U.S. Holders are urged to consult their own
tax advisors as to the likelihood and potential effect of any recharacterization of the RPI-CAOs.

U.S. Holders of Notes

Status of the Notes

For the purposes of Cayman Islands law, the Notes will be treated as indebtedness of the Issuer.
Notwithstanding that treatment, the Notes will likely be treated as equity of the Issuer for U.S. federal income tax
purposes although a reasonable case can be made that the Notes should be respected as indebtedness of the Issuer for
U.S. federal income tax purposes. Case law supports indebtedness denominated as such where there is an unconditional
promise to pay money on a date certain and, notwithstanding the borrower’s very high debt-equity ratio, there is
sufficient collateral to demonstrate that the indebtedness will be serviced in accordance with its terms. The Indenture
provides that the Issuer (by entering into the Indenture) and the holders and beneficial owners of the Notes (by acquiring
the Notes or a beneficial interest therein) are deemed to: (a) express their intention that the Notes qualify under U.S.
Federal, state and local income tax law as equity interests in the Issuer, and (b) agree to treat the Notes as equity interests
in the Issuer for U.S. Federal, state and local income tax purposes. Accordingly, the Issuer intends to treat the Notes as
equity for U.S. federal income tax purposes and any U.S. Holder that may not honor its commitment under the Indenture
to do the same must disclose its contrary position to the IRS pursuant to section 385 of the Code. However, treatment of
the Notes as equity will not be binding on the IRS and no assurance can be given that the IRS will respect that position.
The remainder of this summary assumes that the Notes will be treated as equity of the Issuer for U.S. federal income tax
purposes.

Investment in a Passive Foreign Investment Company

The Issuer will be a PFIC for U.S. federal income tax purposes. The U.S. federal income tax consequences to a
United States person of the acquisition, ownership and disposition of stock in a corporation that is organized outside the
United States (a “foreign corporation”) that is a PFIC will depend on whether such person makes a qualified electing
fund (“QEF”) election under section 1295 of the Code (a “QEF Election”). U.S. Holders will not be able to make the
mark-to-market election under section 1296 of the Code instead of making the QEF Election because the Notes are not
expected to be “marketable stock” for purposes of the mark-to-market election.

The PFIC rules are designed generally to eliminate the benefit of deferral of U.S. federal income tax that a U.S.
Holder otherwise could derive from investing in a foreign corporation. In general, a foreign corporation is a PFIC if at
least 75% of its gross income for the taxable year is passive income or on average at least 50% of the gross value of its
assets is attributable to assets that produce passive income or are held for the production of passive income. In general,
passive income for this purpose means, with certain designated exceptions, dividends, interest, rents, royalties (other than
certain rents and royalties derived in the active conduct of a trade or business), annuities, net gains from dispositions of
certain assets, net foreign currency gains, income equivalent to interest, income from notional principal contracts and
payments in lieu of dividends. The determination of whether a foreign corporation is a PFIC is a factual determination
made annually and is therefore subject to change from year to year. Subject to certain exceptions pursuant to elections
that generally require the payment of tax, once stock in a foreign corporation is stock in a PFIC in the hands of a
shareholder that is a United States person, it generally remains stock in a PFIC in the hands of that shareholder.

Based on the treatment of the Notes as equity of the Issuer, stated interest and principal payments on a Note
would constitute, for purposes of the PFIC rules and U.S. federal income tax purposes in general, cash distributions

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received from the Issuer which, subject to the special rules described in the next sentence, should be characterized first as
a dividend to the extent of the Issuer’s current or accumulated “earnings and profits” (as computed for U.S. federal
income tax purposes), then as a tax-free return of capital and thereafter as a gain from the disposition of a Note. If, as it
expects to be, the Issuer is a PFIC, a U.S. Holder that does not make a QEF Election, described below, with respect to a
Note would be subject to special rules with respect to (i) any gain realized on a sale or other disposition of the Note, and
(ii) any “excess distribution” on the Note (generally, excess distributions arise in a U.S. Holder’s taxable year when
distributions for the taxable year to the U.S. Holder on the Note exceed 125% of the average annual taxable distributions
the U.S. Holder received on the Note during the U.S. Holder’s preceding three taxable years or, if shorter, the U.S.
Holder’s holding period for the Note). Under those rules (i) the gain or excess distribution would be allocated ratably
over the U.S. Holder’s holding period for the Note, (ii) the amount allocated to the taxable year in which the gain or
excess distribution is realized would be taxable as ordinary income, (iii) the amount allocated to each prior year would be
subject to tax at the highest tax rate in effect for that year, and (iv) the interest charge generally applicable to
underpayments of tax would be imposed in respect of the tax attributable to each prior year. The amounts described in
clauses (ii) and (iii) are treated as ordinary income without regard to whether the Issuer has any earnings and profits, as
computed for U.S. federal income tax purposes. For purposes of the foregoing rules, a U.S. Holder who uses a Note as
security for a loan will be treated as having disposed of the Note.

The special PFIC rules described above will not apply to a U.S. Holder if the U.S. Holder makes a timely QEF
Election with respect to the Issuer for the first taxable year in which the U.S. Holder owns a Note, provided the Issuer
complies with certain reporting requirements. A United States person that is a shareholder of a QEF generally is currently
taxable on a pro rata share of the Issuer’s ordinary earnings and net capital gain as ordinary income and long-term capital
gain, respectively, even if the shareholder receives no distribution from the Issuer. Neither that ordinary income nor any
actual distribution from the Issuer would qualify for the 20% maximum tax rate available for certain “qualified
dividends” received by certain non-corporate U.S. Holders under current U.S. federal income tax law or for the dividends
received deduction available to corporate U.S. Holders. Although the Issuer believes that a U.S. Holder who makes a
QEF Election with respect to a Note will not be required to include in income an amount greater than amounts distributed
on a Note, there is a risk that the holder may be required to pay an amount of U.S. federal income tax with respect to the
Note in any taxable year that is greater than the amount of any cash distributions received on the Note for that taxable
year. In this respect, it is expected that the RPI-CAOs will be high-yield debt obligations that may have substantial
imputed interest, the cash payment of which may be deferred, perhaps for a substantial period of time. As a result, the
Issuer may have substantial amounts of earnings for U.S. federal income tax purposes in any given year that are not
equivalent to the amounts distributed on the Notes. However, based on its projected cash flows, the Issuer does not
believe that U.S. Holders that make a QEF Election with respect to the Issuer will owe tax on “phantom” income. Each
U.S. Holder that makes a QEF Election with respect to the Issuer should consult his own tax advisor as to the appropriate
amount he should include in income each year.

A U.S. Holder that makes a QEF Election will not be subject to tax on an actual distribution by the Issuer on a
Note unless the amount of the distribution exceeds the holder’s tax basis in the Note, in which case the excess would be
treated as if it were first as nontaxable return of capital and then as capital gain from a sale of the Note. A U.S. Holder
that makes a QEF Election will increase its tax basis in a Note by an amount equal to any income included under the
QEF Election and will decrease its tax basis by any amount distributed on the Note that is not included in income. In
addition, a U.S. Holder that makes a QEF Election will recognize capital gain or loss on the disposition of a Note in an
amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the Note. That
gain or loss generally will be long-term capital gain or loss if the Note was held for more than one year at the time of
disposition. The deductibility of net capital losses is subject to limitations. Any gain or loss realized by a U.S. Holder on
the sale, exchange or other disposition of a Note generally will be U.S. source gain or loss. In certain cases in which a
QEF does not distribute all of its earnings in a taxable year, a U.S. Holder that makes a QEF Election may also be
permitted to elect to defer payment of some or all of the taxes on the QEF’s income, subject to a nondeductible interest
charge on the deferred amount.

Each U.S. Holder that wishes to make a QEF Election should do so by filing IRS Form 8621 for the Issuer on or
before the due date for filing the U.S. Holder’s U.S. federal income tax return for the first taxable year for which the U.S.
Holder owns a Note. A U.S. Holder making a QEF Election must also file IRS Form 8621 annually with the IRS. Failure
to comply with the annual reporting requirement may result in the termination or invalidation of a U.S. Holder’s QEF
Election. The Issuer, upon written request from a U.S. Holder, will provide or cause to be provided the necessary forms
and information and will agree to open its books in order to allow the U.S. Holder to make a QEF Election with respect
to the Issuer.

Although a QEF Election generally cannot be revoked, if a U.S. Holder makes a timely QEF Election for the
first taxable year it owns a Note and the Issuer is a PFIC, the QEF Election will not apply during any later taxable year in
which the Issuer does not satisfy either the income or the asset test to be a PFIC. If a QEF Election is not made in that
first taxable year, an election made in a later year can be treated as made in the first year, although certain restrictions
apply that may require the payment of tax and interest and, in certain circumstances, the election may cease to be
available at a later date. If a QEF Election is not made (or treated as so made pursuant to an election) for the first taxable

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year a U.S. Holder owns a Note, the rules described in the third paragraph of this section entitled “Investment in a
Passive Foreign Investment Company” will continue to apply to the U.S. Holder. A U.S. Holder should consult his own
tax advisor concerning the advisability of making a QEF Election in his particular circumstances.

Amounts that a U.S. Holder includes in income pursuant to the rules that apply if the U.S. Holder does not make
a QEF Election with respect to the Issuer, and ordinary income and net capital gain that a U.S. Holder includes in income
pursuant to a QEF Election with respect to the Issuer, generally should constitute foreign source income for purposes of
calculating applicable foreign tax credits. The application of the foreign tax credit provisions of the Code is complex and
a U.S. Holder should consult his own tax advisor as to his proper treatment for purposes of the foreign tax credit
calculation.

Investment in a Controlled Foreign Corporation

A controlled foreign corporation (“CFC”) is a foreign corporation more than 50% of whose shares by vote or
value is owned by United States persons, each of which owns (or is treated as owning) 10% or more of the total
combined voting power of all classes of voting stock of the corporation (each such United States person, a “U.S.-10%
Shareholder”).

If the Issuer is classified as a CFC, generally a U.S.-10% Shareholder at the end of any taxable year of the Issuer
would be required, subject to certain exceptions, to include in income an amount equal to its pro rata share of the Issuer’s
subpart F income and of certain increases in investments in United States property held by the Issuer in that taxable year,
regardless of whether any cash attributable to that income was actually distributed to the U.S.-10% Shareholder. Among
other items, and subject to certain exceptions, “subpart F income” includes dividends, interest, rents, royalties, annuities,
net income from notional principal contracts, gains from the sale of shares and securities, certain gains from commodities
transactions, certain types of insurance income and income from certain transactions with related parties. If the Issuer
were a CFC, it is expected that all of its income would be subpart F income. In addition, income that would otherwise be
characterized as capital gain would be characterized as ordinary income and gain on the sale of the Issuer’s stock by a
U.S.-10% Shareholder (during the period the Issuer is a CFC and thereafter for a five-year period) could be
recharacterized in whole or in part as ordinary dividend income to the extent of the U.S.-10% Shareholder’s share of
certain earnings and profits of the Issuer on which the U.S.-10% Shareholder had not previously been taxed.

If the Issuer were a CFC, a U.S.-10% Shareholder of the Issuer would be taxable on the subpart F income of the
Issuer under rules described above and not under the PFIC rules previously described. As a result, if the subpart F income
of the Issuer includes net capital gains, those gains would be treated as ordinary income of the U.S.-10% Shareholder
under the CFC rules, notwithstanding the fact that the character of the gains generally would otherwise be preserved
under the PFIC rules if a QEF election were made.

In general, the voting power of stock in a corporation is measured for purposes of the CFC rules by the power to
elect directors of the corporation. In the case of the Issuer, Holders have no rights to vote for the election of directors of
the Issuer. Those voting rights are held by MaplesFS Limited, who will hold the voting rights under the terms of a
declaration of trust as a share trustee. Under certain circumstances, voting power not actually owned by a U.S.-10%
Shareholder may be treated as owned by that person for purposes of causing a foreign corporation to be treated as a CFC.
However, those rules should apply only to attribute additional voting power to U.S.-10% Shareholders to cause a foreign
corporation to be treated as a CFC, and not to attribute additional voting power to United States persons to cause them to
be treated as U.S.-10% Shareholders when they otherwise are not. Therefore, no Holder should be treated as possessing
any of the voting power in the Issuer for purposes of being treated as a U.S.-10% Shareholder and the Issuer should not
be a CFC for U.S federal income tax purposes.

Net Investment Income

Individuals, estates and trusts are subject to a tax of 3.8% on “net investment income” (or undistributed “net
investment income,” in the case of estates and trusts) for each taxable year, with such tax applying to the lesser of such
income or the excess of such person’s adjusted gross income (with certain adjustments) over a specified amount. The
specified amount is U.S.$250,000 for married individuals filing jointly, U.S.$125,000 for married individuals filing
separately, U.S.$200,000 for other individuals and the dollar amount at which the highest income tax bracket for estates
and trusts begins. Net investment income includes net income from interest, dividends, annuities, royalties and rents and
net gain attributable to the disposition of investment property. Special rules apply and certain elections are available for
certain U.S. Holders that are subject to the 3.8% tax on net investment income and hold shares in a PFIC. Potential
investors should consult with their own tax advisors regarding the application of the net investment income tax to them
as a result of their investment in a Note.

Reporting Requirements

A U.S. Holder that purchases a Note for cash will be required to file IRS Form 926 or a similar form with the
IRS if (i) the U.S. Holder owns, directly or by attribution, immediately after the purchase at least 10% by vote or value of

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the Issuer, or (ii) the purchase of the Notes, when aggregated with all purchases made by the U.S. Holder (and any related
person) within the preceding 12-month period, exceeds U.S.$100,000. If a U.S. Holder fails to file the required form, the
U.S. Holder could be required to pay a penalty equal to 10% of the gross amount it paid for its Notes (subject to a
maximum penalty of U.S.$100,000, except in cases involving intentional disregard of rules or regulations).

In addition, under the Code and Treasury Regulations, individual citizens or residents of the United States who
hold certain “specified foreign financial assets” that exceed certain thresholds (the lowest being holding specified foreign
financial assets with an aggregate value in excess of: (i) U.S.$50,000 on the last day of the tax year, or (ii) U.S.$75,000 at
any time during the tax year) are required to report information relating to such assets. The definition of “specified
foreign financial assets” generally includes not only financial accounts maintained in foreign financial institutions, but
also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-United States
person, any financial instrument or contract held for investment that has an issuer or counterparty other than a United
States person and any interest in a foreign entity. U.S. Holders who are individuals may be subject to these reporting
requirements unless their Notes are held in an account at a U.S. financial institution. Significant penalties and/or an
extended statute of limitations may apply for failure to satisfy the reporting obligations described above.

If a U.S. Holder owns Notes during any taxable year that the Issuer is treated as a PFIC, it will be required to
file IRS Form 8621, regardless of whether a QEF Election is made.

U.S. Holders should consult their own tax advisors regarding their reporting obligations, if any, as a
result of their purchase, ownership or disposition of the Notes.

Non-U.S. Holders of Notes

A Non-U.S. Holder of a Note generally will be exempt from any U.S. federal income and withholding taxes
with respect to any gain derived from the sale, exchange or other disposition of, or any distributions received in respect
of, the Note; provided that, as anticipated, the gain or distributions are not effectively connected with the conduct by the
Non-U.S. Holder of a trade or business within the United States (or, if an income tax treaty applies, are not attributable to
a permanent establishment or fixed base of the Non-U.S. Holder within the United States) or, in the case of a Non-U.S.
Holder who is an individual, the Non-U.S. Holder has not been physically present in the United States for 183 days or
more during the year in which the gains are realized (or certain other conditions are met).

Backup Withholding and Information Reporting

Under certain circumstances, the Code requires “information reporting” annually to the IRS and to each holder,
and “backup withholding”, with respect to certain payments made on or with respect to the Notes. Backup withholding
will apply to a U.S. Holder only if the U.S. Holder (i) fails to furnish its Taxpayer Identification Number (“TIN”), (ii)
furnishes an incorrect TIN, (iii) is notified by the IRS that it has failed to report properly payments of interest and
dividends, or (iv) under certain circumstances, fails to certify, under penalty of perjury, that it has furnished a correct TIN
and has not been notified by the IRS that it is subject to backup withholding for failure to report interest and dividend
payments. The exemption from backup withholding generally is available to U.S. Holders that provide a properly
completed IRS Form W-9.

A Non-U.S. Holder that provides the applicable IRS Form W-8, together with all appropriate attachments,
signed under penalties of perjury, identifying the Non-U.S. Holder and stating that the Non-U.S. Holder is not a United
States person, will not be subject to IRS reporting requirements and U.S. backup withholding.

Information reporting and backup withholding may apply to the proceeds of a sale of a Note made within the
United States or conducted through certain U.S. related financial intermediaries, unless the payor receives the statement
described above or the Non-U.S. Holder otherwise establishes an exemption.

Backup withholding is not an additional tax and may be refunded (or credited against the holder’s federal
income tax liability, if any); provided that certain required information is furnished. The information reporting
requirements may apply regardless of whether withholding is required.

Foreign Account Tax Compliance Act

Under FATCA, the Issuer may be subject to a 30% withholding tax on certain income beginning July 1, 2014
and on the gross proceeds from the sale, maturity or other disposition of certain of its assets beginning January 1, 2017.
FATCA may impose withholding at a rate of 30% on withholdable payments paid to a “foreign financial institution” or a
“nonfinancial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain
diligence and reporting obligations, (2) the nonfinancial foreign entity either certifies it does not have any “substantial
United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United
States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption
from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in

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(1) above, it must enter into an FFI Agreement with the IRS requiring, among other things, that it undertake to identify
accounts held by certain “specified United States persons” or “U.S. owned foreign entities” (each as defined in the Code)
and annually report certain information about such accounts. Foreign financial institutions subject to an FFI Agreement
are further required to withhold a tax equal to 30% of withholdable payments and “foreign passthru payments”
(generally, withholdable payments and payments that are attributable to withholdable payments) made to an account
holder (a) if such account holder fails to provide information or take other actions required for the foreign financial
institution to comply with its FFI Agreement, including, in the case of a non-U.S. account holder, providing information
regarding “U.S. owned foreign entities” (and, in certain circumstances, obtaining waivers of non-U.S. law to permit
reporting) or (b) if the account holder is a foreign financial institution, unless the account holder (i) is subject to an FFI
Agreement, (ii) establishes that an exemption applies, or (iii) is in compliance with FATCA pursuant to an IGA.

The United States has entered into the U.S. IGA, which modifies the FATCA withholding regime described
above. Specifically, Cayman Islands Financial Institutions (as defined in the U.S. IGA) are not required to enter into an
FFI Agreement (and withhold on withholdable payments or “foreign passthru payments”) but are instead required to
comply with the IGA and Cayman Islands law implementing the U.S. IGA. See “Taxation—Certain Cayman Islands Tax
Considerations—Compliance by the Issuer with the Tax Information Authority Law (2014 Revision) together with
regulations and guidance notes made pursuant to such Law.”

The Issuer intends to take the position that it is a “foreign financial institution” subject to the diligence, reporting
and withholding obligations imposed by FATCA and the U.S. IGA on Cayman Islands Financial Institutions and expects
to comply with the requirements under FATCA and the U.S. IGA. For this purpose, the Notes will be “accounts” and
investors will be “account holders”, unless the Notes are “regularly traded” on an “established securities market” (each as
defined in the Code).

The future application of withholding under FATCA (including under the “foreign passthru payments” rule) is
uncertain and may be subject to significant modifications. If any FATCA withholding is imposed with respect to any
payment on the Notes, no additional amounts will be payable with respect to such withholding. Prospective investors
should consult their tax advisors regarding the potential impact of FATCA, the U.S. IGA and any non-U.S. legislation
implementing FATCA, on their investment in the Notes.

Certain State, Local and Other Tax Consequences

Each prospective investor should consult his own tax advisor regarding the state, local and other tax
consequences, if any, of the purchase, ownership and disposition of a Note. State and local tax laws may differ
substantially from the corresponding U.S. federal income tax law and the foregoing discussion does not purport to
describe any aspect of the tax laws of any state, local or other jurisdiction.

Certain Cayman Islands Tax Considerations

The following is a discussion of certain Cayman Islands income tax consequences of an investment in the Notes.
The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not
intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences
other than those arising under Cayman Islands law.

Payments of interest and principal and other distributions on the Notes will not be subject to taxation in the
Cayman Islands and no withholding will be required on the payment of interest and principal and other distributions to
any holder of the Notes nor will gains derived from the disposal of the Notes be subject to Cayman Islands income or
corporation tax. The Cayman Islands currently has no income, corporation or capital gains tax and no estate duty,
inheritance tax or gift tax.

No stamp duty is payable by Holders in respect of the issue of the Notes. A Note and an instrument of transfer in
respect of a Note may be stampable if executed in or brought into the Cayman Islands.

The Issuer has been incorporated under the laws of the Cayman Islands as an exempted company with limited
liability and, as such, has obtained an undertaking from the Governor in Cabinet of the Cayman Islands in the following
form:

The Tax Concessions Law (2011 Revision): Undertaking as to Tax Concession

In accordance with Section 6 of The Tax Concessions Law (2011 Revision), the Governor in Cabinet undertakes
with the Issuer:

 That no law which is hereafter enacted in the Cayman Islands imposing any tax to be levied on profits,
income, gains or appreciations will apply to the Issuer or its operations, and

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  In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of
estate duty or inheritance tax will be payable:

o on or in respect of the shares, debentures or other obligations of the Issuer, or

o by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of
the Tax Concessions Law (2011 Revision), and

 These concessions will be for a period of 20 years from July 21, 2014.

Compliance by the Issuer with the Tax Information Authority Law (2014 Revision) together with regulations and
guidance notes made pursuant to such Law

The Cayman Islands have entered into the U.S. IGA with the United States and have entered into a similar
intergovernmental agreement (the “U.K. IGA”) with the United Kingdom (together with the U.S. IGA, the “IGAs”). The
Issuer will be required to comply with the Cayman Islands Tax Information Authority Law (2014 Revision) together with
regulations and guidance notes made pursuant to such Law (the “Cayman FATCA Legislation”) that give effect to the
IGAs. To the extent the Issuer cannot be treated as a Non-Reporting Cayman Islands Financial Institution (as defined in
the IGAs) by taking advantage of one of the categories set out in Annex II to the IGAs (for example by being a
Sponsored Investment Entity (as defined in the IGAs)), the Issuer will be a “Reporting Cayman Islands Financial
Institution” (as defined in the IGAs). As such, the Issuer is required to register with the IRS to obtain a Global
Intermediary Identification Number (for the purposes of the U.S. IGA only) and to report to the Cayman Islands Tax
Information Authority any payments made to (i) Specified US Persons with respect to US Reportable Accounts, and (ii)
Specified UK Persons with respect to UK Reportable Accounts (each such term as defined in the relevant IGA). The
Cayman Islands Tax Information Authority will exchange such information with the IRS or Her Majesty's Revenue and
Customs of the United Kingdom as the case may be under the terms of the relevant IGA. Under the terms of the U.S.
IGA, withholding will not be imposed on payments made to the Issuer unless the IRS has specifically listed the Issuer as
a non-participating financial institution, or on payments made by the Issuer to the Holders unless the Issuer has otherwise
assumed responsibility for withholding under United States tax law.

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 ERISA AND BENEFIT PLAN CONSIDERATIONS

This section summarizes certain issues that employee benefit plan investors should consider before investing in
the Notes.

Fiduciary Issues

The U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), imposes requirements on
employee benefit plans that are subject to Title I of ERISA (“ERISA Plans”), as well as persons who are fiduciaries of
ERISA Plans. Under ERISA, any person who exercises discretionary authority or control respecting the management or
disposition of the assets of an ERISA Plan is generally considered to be a fiduciary of such ERISA Plan. Investments by
ERISA Plan fiduciaries are subject to ERISA’s general fiduciary requirements, including the prudence and diversification
requirements and the requirement that an ERISA Plan’s investments be made in accordance with the documents
governing the ERISA Plan. An ERISA Plan fiduciary considering an investment in the Notes should consider, among
other things, whether the ERISA Plan’s purchase and holding of Notes would meet ERISA’s fiduciary standards of
investment prudence and diversification, whether the investment is appropriate for the ERISA Plan, taking into account
the overall investment policy of the ERISA Plan and the composition of the ERISA Plan’s investment portfolio, and that
such an investment is consistent with the documents governing the ERISA Plan.

Non-U.S. plans, governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined
in Section 3(33) of ERISA), while not subject to the fiduciary responsibility provisions of ERISA or the prohibited
transaction provisions of ERISA and Section 4975 of the Code (discussed below), may nevertheless be subject to other
federal, state, local or foreign laws or regulations that are substantially similar to the foregoing provisions of ERISA and
the Code (“Similar Law”), such as the prohibited transaction rules of Section 503 of the Code. Fiduciaries of any such
plans should consult with their counsel before purchasing the Notes to determine the need for and the availability of, any
exemptive relief under any Similar Law.

Plan Assets

The rules and regulations applicable under ERISA contain certain “look through” provisions. Under these
provisions if an ERISA Plan and certain arrangements described in and subject to Section 4975 of the Code (such
arrangements together with ERISA Plans are collectively referred to as “Plans”) acquires an interest in an equity security
of an entity, the assets of the Plan would be deemed to include not only the equity security but an undivided proportional
interest in the underlying assets of the entity. An “equity interest” is defined under the applicable rules as any interest in
an entity other than an instrument which is treated as indebtedness under applicable local law and which has no
substantial equity features. No assurance can be given that the Notes would not be treated as equity interests for these
purposes. The look through rule would not apply if the Notes or the Issuer qualified for an exception available under
applicable rules. However, it is not intended that the Notes or the Issuer will qualify for any of the exceptions available
under applicable rules. If an Issuer were to be regarded as a plan asset entity, the assets and transactions of the Issuer
would be attributed to the Plan investor. In this event, among other things, the fiduciary of any Plan that purchases Notes
could be viewed as having improperly delegated to the Issuer responsibility for the management of the Plan’s assets, and
the transactions and holdings of the Issuer might involve violations of the prohibited transaction rules of ERISA and the
Code as well as violations of other rules applicable under ERISA.

Prohibited Transactions

A party-in-interest or disqualified person who engages in a prohibited transaction involving a Plan may be
subject to excise taxes and to other penalties under ERISA and the Code and the transaction may have to be rescinded. In
addition, the fiduciary of the Plan that engaged in a prohibited transaction may be subject to penalties and liabilities
under ERISA and the Code.

Whether or not the underlying assets of the Issuer are deemed to include “plan assets,” as discussed below, the
acquisition and/or holding of the Notes by a Plan with respect to which any of the Issuer, any Initial Purchaser, any
subsequent transferee, the Administrators and certain other entities affiliated with this offering or any of their respective
affiliates is considered a party-in-interest or a disqualified person may constitute or result in a direct or indirect prohibited
transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and held in
accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, certain
statutory exemptions under ERISA or the Code or administrative exemptions issued by the Department of Labor (the
“DOL”), may apply to the acquisition and holding of the Notes. Potentially applicable exemptions include, but are not
necessarily limited to, Prohibited Transaction Class Exemption (“PTCE”) 84-14, as amended, applicable to certain
purchases by “qualified professional asset managers”; PTCE 90-1, applicable to purchases by certain insurance company
pooled separate accounts; PTCE 91-38, applicable to purchases by certain bank collective investment funds; PTCE 95-
60, applicable to purchases by certain insurance company general accounts; and PTCE 96-23, applicable to certain
purchases by “in-house asset managers” (collectively, the “Investor Exemptions”).

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 The fiduciary of a Plan that proposes to acquire and hold any Notes should consider, among other things,
whether such acquisition and holding may involve: (1) a direct or indirect extension of credit to a party-in-interest or to a
disqualified person; (2) the sale or exchange of any property between a Plan and a party-in-interest or disqualified
person; or (3) the transfer to, or use by or for the benefit of, a party-in-interest or disqualified person, of plan assets, or
any other potential prohibited transaction. In this regard, there can be no assurance that any of the Investor Exemptions
described above or any other exemption will be available with respect to any particular transaction involving the Notes.
Most of these exemptions do not, however, provide relief from some or all of the self-dealing prohibitions under ERISA
and the Code.

In addition, any insurance company proposing to invest assets of its general account in the Notes should
consider the extent that such investment would be subject to the requirements of ERISA in light of the U.S. Supreme
Court’s decision in John Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank and under any subsequent
legislation or other guidance that has or may become available relating to that decision, including the enactment of
Section 401(c) of ERISA by the Small Business Job Protection Act of 1996 and the regulations promulgated thereunder
by the DOL.

Representations and Warranties

Any purchaser or Holder of the Notes or any interest therein (other than an Approved Plan) will be deemed to
have acknowledged, represented and agreed that it is not acquiring the Notes (or a beneficial interest therein) with the
assets of any Plan or any entity whose underlying assets are deemed to include “Plan Assets” of any of the foregoing
(“Plan Assets”). Each Approved Plan will be required to have represented, acknowledged and agreed in writing that (a)
its acquisition, holding and disposition of the Notes or any interest therein are and will be exempt from the prohibited
transaction restrictions under ERISA and the Code pursuant to one or more of the Investor Exemptions, (b) it is not a
Controlling Person, and (c) it may not transfer its interest in the Notes to any Plan or entity whose underlying assets are
deemed to include Plan Assets or a Controlling Person. See “—Prohibited Transactions” above for a description of the
Investor Exemptions. Each purchaser of the Notes through a subsequent transfer from either an Approved Plan or a
purchaser or Holder of the Notes other than an Approved Plan, by acquisition of the Notes, will be deemed to have
acknowledged, represented and agreed that no assets of any Plan have been or will be used to acquire or hold the Notes
or any interest therein and that such purchaser is not a Controlling Person. See “Transfer Restrictions.” For purposes of
the foregoing, an “Approved Plan” is a Plan or entity whose underlying assets are deemed to include Plan Assets that has
obtained the written approval of the Issuer, or of the Initial Purchaers on behalf of the Issuer, to subscribe for and
purchase a Note, or any interest therein. For purposes of the foregoing, a “Controlling Person” is any Person with
discretionary authority or control with respect to the assets of an ERISA Plan or who provides investment advice for a fee
(direct or indirect) with respect to such assets, and any affiliates of such person. Any purported transfer of the Notes in
violation of the requirements set forth in this paragraph will be null and void ab initio and the Issuer will have the right to
compel any purchasers acquiring the Notes in violation of the requirements set forth in this paragraph to sell such Notes
or to sell such Notes on behalf of such purchaser.

Further, the Notes (including any interests therein) may not be acquired or held by a governmental plan or a
non-U.S. benefit plan, unless such governmental plan or non-U.S. benefit plan represents, warrants, and covenants that
its purchase and holding of and disposition of the Notes (or interest therein) and the Issuer’s holding and use of the
proceeds from the issuance and sale of the Notes will not result in a nonexempt prohibited transaction under, or a
violation of, any applicable Law that is substantially similar to Title I of ERISA or Section 4975 of the Code.

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 PLAN OF DISTRIBUTION

Subject to the terms and conditions set forth in the Note Purchase Agreement entered into between the Issuer,
the Shareholders, the RPI-CAO Purchaser, the Concessionaire and Citigroup Global Markets Inc., Morgan Stanley & Co.
LLC and Santander Investment Securities Inc. (as the representatives of the Initial Purchasers), the Issuer has agreed to
sell to the Initial Purchasers and the Initial Purchasers have severally agreed to purchase the Notes. The Note Purchase
Agreement provides that the obligations of the Initial Purchasers are subject to certain conditions precedent. The Initial
Purchasers are offering the Notes subject to their acceptance of the Notes from the Issuer and subject to prior sale. The
Issuer has been advised that the Initial Purchasers propose to offer the Notes for sale at the applicable offering price set
forth on the front cover of these Listing Particulars. After the initial offering of the Notes, the offering price and other
selling terms may be changed from time to time by the Initial Purchasers. A portion of the proceeds of the Notes will be
paid as a fee by the Issuer to the Initial Purchasers.

The Issuer and the Initial Purchasers reserve the right to reject any offer to purchase, in whole or in part, the
Notes for any reason. Investors in the Notes may be required to pay stamp taxes and other charges in accordance with the
laws and practices of the applicable country in addition to the offering price of the Notes (or beneficial interests therein)
so acquired.

The Notes will constitute a new class of securities with no established trading market. The Initial Purchasers
have advised the Issuer that certain of the Initial Purchasers intend to make a market in the Notes as permitted by
applicable laws and regulations. However, none of the Issuer or the Initial Purchasers is obligated to perform any market-
making activities with respect to the relevant Notes and, if commenced, any such activities may be discontinued at any
time without notice at the discretion of such Initial Purchasers. Accordingly, no assurance can be given as to the liquidity
of, or the trading market for, the Notes.

Subject to the terms and conditions of the Note Purchase Agreement, the Issuer, the Concessionaire, the RPI-
CAO Purchaser and the Shareholders have agreed to indemnify the Initial Purchasers against, or to contribute to
payments that each may be required to make with respect to, certain liabilities, including under the Securities Act.

Without the consent of the Initial Purchasers, none of the Concessionaire or the Issuer will, directly or
indirectly, until 120 days after the Closing Date, market, issue, sell, contract to sell or grant any option to purchase or
otherwise dispose of any additional Notes or other securities backed by the Eligible RPI-CAOs, except with respect to
the issue and sale of the Notes hereunder.

In connection with sales outside the United States in accordance with Regulation S, the Initial Purchasers have
agreed that they will not offer, sell or deliver the Notes sold in accordance with Regulation S to, or for the account or
benefit of, U.S. persons (1) as part of their distribution at any time, or (2) otherwise prior to 40 days after the closing of
the Offering. The Initial Purchasers will send to any dealer to whom they sell Notes sold in accordance with Regulation S
during such period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the
United States or to, or for the account or benefit of, U.S. persons.

With respect to the Initial Purchasers, Banca IMI S.p.A. is not a U.S. registered broker-dealer, and will not
effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers
as permitted by the regulations of the Financial Industry Regulatory Authority, Inc.

Stabilization Transactions

In connection with the offering of the Notes, the Initial Purchasers may engage in transactions that stabilize,
maintain or otherwise affect the price of the Notes. Specifically, the Initial Purchasers may overallot the offering,
creating a syndicate short position. The Initial Purchasers may bid for and purchase the Notes in the open market to cover
such syndicate short position or to stabilize the price of the Notes. These activities may stabilize or maintain the market
price of the Notes above independent market levels. The Initial Purchasers are not required to engage in these activities,
and may end these activities at any time and without notice.

Settlement

Delivery of the Notes was made on June 17, 2015, which was five business days following the date of pricing of
the Notes. Under Rule 15c6-1 of the Securities Exchange Act, trades in the secondary market generally are required to
settle in three business days, unless the parties to any such trades expressly agree otherwise. Accordingly, purchasers
who wish to trade the Notes on the date of the pricing or the next three succeeding business days will be required, by
virtue of the fact that the Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such
trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes on the date of pricing or the
next succeeding business day should consult their own advisor.

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Other Relationships

Some of the Initial Purchasers and their affiliates have engaged in, and may in the future engage in, commercial
banking, investment management, investment banking, derivatives and/or financial advisory and other commercial
transactions and services in the ordinary course of business with the Issuer, the Concessionaire or the Shareholders or
their affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

Selling Restrictions

United States

The Notes have not been and will not be registered under the Securities Act or the securities laws of any state of
the United States, or any other jurisdiction and, accordingly, the Initial Purchaser has agreed that it will only offer or sell
the Notes (a) in the United States to QIBs, and (b) outside the United States to non-U.S. persons in offshore transactions
in reliance on Regulation S. The Notes are subject to restrictions on transferability and resale and may not be transferred
or resold except as permitted under the Securities Act and applicable state securities laws pursuant to registration
thereunder or exemption therefrom. Terms used above have the meanings given to them by Rule 144A and Regulation S.

Peru

The Notes will not be subject to a public offering in Peru. The Notes and the information contained in these
Listing Particulars have not been and will not be registered with or approved by the SMV or the Lima Stock Exchange
(Bolsa de Valores de Lima). Accordingly, the Notes cannot be offered or sold in Peru, except if (i) such Notes were
previously registered with the SMV, or (ii) such offering is considered a private offering under the securities laws and
regulations of Peru. The Peruvian securities laws establish, among other things, that an offer directed exclusively at
Peruvian institutional investors qualifies as a private offering. In making an investment decision, institutional investors
(as defined by Peruvian law) must rely on their own examination of the terms of the offering of the Notes to determine
their ability to invest in the Notes.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive
is implemented in that Relevant Member State (the “Relevant Implementation Date”) no offer of Notes may be made to
the public in that Relevant Member State other than:

(A) to any legal entity which is a qualified investor as defined in the Prospectus Directive,

(B) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives, or

(C) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Notes will require the Issuer or its representatives to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive.

These Listing Particulars have been prepared on the basis that any offer of Notes in any Relevant Member State
will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for
offers of Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of Notes
which are the subject of the offering contemplated in these Listing Particulars may only do so in circumstances in which
no obligation arises for the Issuer or the Initial Purchasers to publish a prospectus pursuant to Article 3 of the Prospectus
Directive in relation to such offer. Neither the Issuer nor the Initial Purchasers have authorized, nor do they authorize,
the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or the Initial Purchasers to
publish a prospectus for such offer.

For the purpose of the above provisions, the expression “an offer to the public” in relation to any Notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on the terms
of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the
same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the
Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including
by Directive 2010/73/EU) and includes any relevant implementing measure in the Relevant Member State.

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United Kingdom

In the United Kingdom, this document is being distributed only to, and is directed only at, and any offer
subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive)
(i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), and/or (ii) who are high
net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to
(d) of the Order (all such persons together being referred to as “relevant persons”). This document must not be acted on
or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or
investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

Brazil

The Notes have not been, and will not be, registered with the Brazilian Securities Commission (Comissão de
Valores Mobiliários). Any public offering or distribution of the Notes in Brazil, as defined under Brazilian laws and
regulations, requires prior registration under Law No. 6,385, of December 7, 1976, as amended, and Instruction No. 400,
issued by the CVM on December 29, 2003, as amended. Documents relating to an offering of the Notes by these Listing
Particulars, as well as information contained in those documents, may not be distributed to the public in Brazil, nor be
used in connection with any offer for subscription or sale of the Notes to the public in Brazil. The Notes may not be
offered or sold in Brazil, except in circumstances that do not constitute a public offering or distribution under Brazilian
laws and regulations.

Cayman Islands

No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for
the Notes unless the issuer is listed on the Cayman Islands Stock Exchange.

Chile

Neither the Issuer nor the Notes have been or will be registered under the Securities Market Law in the
Securities Registry (Registro de Valores) or the Foreign Securities Registry (Registro de Valores Extranjeros) of the
Chilean Securities and Insurance Commission (Superintendencia de Valores y Seguros de Chile, or “SVS”), or subject to
the control and supervision of the SVS. As unregistered securities, there is no obligation to disclose public information
about the Notes in Chile. Accordingly, the Notes cannot and will not be publicly offered to persons in Chile unless they
are registered in the corresponding securities registry. The Notes may only be offered in Chile in circumstances that do
not constitute a public offering under Chilean law or in compliance with General Rule No. 336 of the SVS. These
Listing Particulars and other offering materials relating to the offer of the Notes do not constitute a public offer of, or an
invitation to subscribe for or purchase, the Notes in Chile. Pursuant to General Rule No. 336, the Notes may be privately
offered in Chile to certain “qualified investors” identified as such therein (which in turn are further described by General
Rule No. 216, dated June 12, 2008, of the SVS).

Dubai

These Listing Particulars relate to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai
Financial Services Authority (“DFSA”). These Listing Particulars are intended for distribution only to persons of a type
specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The
DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has
not approved these Listing Particulars nor taken steps to verify the information set forth in these Listing Particulars and
has no responsibility for the Listing Particulars. The Notes to which these Listing Particulars relate may be illiquid
and/or subject to restrictions on their resale. Prospective purchasers of the Notes offered should conduct their own due
diligence on the Notes. If any prospective purchaser of the Notes does not understand the contents of these Listing
Particulars they should consult an authorized financial advisor.

France

No offering memorandum (including any amendment, supplement or replacement thereto) has been prepared in
connection with this offering of the Notes that has been approved by the Autorité des marchés financiers or by the
competent authority of another State that is a contracting party to the Agreement on the European Economic Area and
notified to the Autorité des marchés financiers, no Notes have been offered or sold and will be offered or sold, directly or
indirectly, to the public in France except to permitted investors (“Permitted Investors”) consisting of persons licensed to
provide the investment service of portfolio management for the account of third parties, qualified investors (investisseurs
qualifiés) acting for their own account and/or corporate investors meeting one of the four criteria provided in article D.
341-1 of the French Code Monétaire et Financier and belonging to a limited circle of investors (cercle restreint
d’investisseurs) acting for their own account, with “qualified investors” and “limited circle of investors” having the
meaning ascribed to them in Article L. 411-2, D. 411-1, D. 411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the

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French Code Monétaire et Financier, none of these Listing Particulars or any other materials related to the offer or
information contained in these Listing Particulars or in the other materials relating to the Notes has been released, issued
or distributed to the public in France except to Permitted Investors, and the direct or indirect resale to the public in France
of any Notes acquired by any Permitted Investors may be made only as provided by articles L. 411-1, L. 411-2, L. 412-1
and L. 621-8 to L. 621-8-3 of the French Code Monétaire et Financier and applicable regulations thereunder.

Germany

This document has not been prepared in accordance with the requirements for a securities or sales prospectus
under the German Securities Prospectus Acts (Wertpapierpropesktgesetz), the German Sales Prospectus Act
(Verkaufspropesktgesetz), or the German Investment Act (Investmentgesetz). Neither the German Federal Financial
Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht—BaFin) nor any other German
authority has been notified of the intention to distribute the Notes in Germany. Consequently, the Notes may not be
distributed in Germany by way of public offering, public advertisement or in any similar manner and this document and
any other document relating to the offering, as well as information or statements contained in this document or any other
document, may not be supplied to the public in Germany or used in connection with any offer for subscription of the
Notes to the public in Germany or any other means of public marketing. The Notes are being offered and sold in
Germany only to qualified investors which are referred to in Section 3, paragraph 2 no. 1, in connection with Section 2,
no. 6, of the German Securities Prospectus Act, Section 8f paragraph 2 no. 4 of the German Sales Prospectus Act, and in
Section 2 paragraph 11 sentence 2 no. 1 of the German Investment Act. This document is strictly for use of the person
who has received it. It may not be forwarded to other persons or published in Germany.

Hong Kong

These Listing Particulars have not been approved by or registered with the Securities and Futures Commission
of Hong Kong or the Registrar of Companies of Hong Kong. No person may offer or sell in Hong Kong, by means of
any document, any Notes other than (a) to “professional investors” as defined in the Securities and Futures Ordinance
(Cap. 571) of Hong Kong and any rules made under that Ordinance, or (b) in other circumstances which do not result in
the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not
constitute an offer to the public within the meaning of that Ordinance. No person may issue or have in its possession for
the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the
Notes which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except
if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended
to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and
Futures Ordinance and any rules made under that Ordinance.

Italy

This offering of Notes has not been cleared by the Italian Securities Exchange Commission (Commissione
Nazionale per le Società e la Borsa, or the “CONSOB”) pursuant to Italian securities legislation and, accordingly, the
Notes may not and will not be offered, sold or delivered, nor may or will copies of these Listing Particulars or any other
documents relating to the Notes or the offer be distributed in Italy except:

(a) to qualified investors (investitori qualificati), pursuant to Article 100 of Legislative Decree No. 58 of February
24, 1998 (the “Consolidated Financial Services Act”) and Article 34-ter, paragraph 1, letter b), of CONSOB
Regulation No. 11971 of May 14, 1999 (the “CONSOB Regulation”), all as amended, or

(b) in any other circumstances where an express exemption from compliance with the restrictions on offers to the
public applies, as provided under Article 100 of the Consolidated Financial Services Act and Article 34-ter of
the CONSOB Regulation.

Subject to the foregoing, any offer, sale or delivery of the Notes or distribution of copies of these Listing
Particulars or any other document relating to the Notes or the offer in Italy under (a) and (b) above must be:

(i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in
accordance with the Consolidated Financial Services Act, Legislative Decree No. 385 of September 1, 1993 (the
“Banking Act”), and CONSOB Regulation No. 16190 of October 29, 2007, all as amended from time to time,

(ii) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as
amended from time to time, pursuant to which the Bank of Italy may request information on the offering or
issue of securities in Italy, and

(iii) in compliance with any securities, tax, exchange control and any other applicable laws and regulations including
any limitation or requirement which may be imposed from time to time, inter alia, by the CONSOB or the Bank
of Italy.

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 Any investor purchasing the Notes in the offer is solely responsible for ensuring that any offer or resale of Notes
it purchased in the offer occurs in compliance with applicable laws and regulations.

These Listing Particulars, any other document relating to the Notes, and the information contained in these
Listing Particulars are intended only for the use of their recipient and are not to be distributed to any third party resident
or located in Italy for any reason. No person resident or located in Italy other than the original recipients of this
document may rely on it or its content.

Japan

The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the
“Securities and Exchange Law”) and the Initial Purchasers have agreed that it will not offer or sell any securities,
directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used in these Listing
Particulars means any person resident in Japan, including any corporation or other entity organized under the laws of
Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an
exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law
and any other applicable laws, regulations and ministerial guidelines of Japan.

Republic of Ireland

The Notes are not being offered, directly or indirectly, to the general public in Ireland and no offers or sales of
any securities under or in connection with these Listing Particulars may be effected except in conformity with the
provisions of Irish law including the Irish Companies Acts 1963 to 2009, the Prospectus (Directive 2003/7 1/EC)
Regulations 2005 of Ireland, the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to
3) of Ireland and the Market Abuse (Directive 2003/6/EC) Regulations 2005 of Ireland.

Singapore

These Listing Particulars have not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, these Listing Particulars and any other document or material in connection with the offer or sale, or
invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or
sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in
Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act (Chapter 289)
(the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions,
specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA. Where the Notes are subscribed or purchased under Section 275 by a relevant person
which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the
entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, or (b) a trust
(where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an
accredited investor, then shares, debentures and units of shares and debentures of that corporation or the beneficiaries’
rights and interest in that trust will not be transferable for six months after that corporation or that trust has acquired the
Notes under Section 275 except: (i) to an institutional investor under Section 274 of the SFA or to a relevant person, or
any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA, (ii)
where no consideration is given for the transfer, or (iii) by operation of law.

Spain

Neither the Notes nor these Listing Particulars have been approved or registered in the administrative registries
of the Spanish National Securities Exchange Commission (Comisión Nacional del Mercado de Valores). Accordingly,
the Notes may not be offered in Spain except in circumstances which do not constitute a public offer of securities in
Spain within the meaning of article 30 bis of the Spanish Securities Market Law of 28 July 1988 (Ley 24/1988, de 28 de
julio, del Mercado de Valores), or pursuant to an exemption from registration in accordance with article 41 of Royal
Decree 1310/2005 (Real Decreto 1310/2005, de 4 de noviembre, por el que se desarrolla parcialmente la Ley 24/1988,
de 28 de julio, del Mercado de Valores, en materia de admisión a negociación de valores en mercados secundarios
oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos), as amended and restated, and
supplemental rules enacted thereunder.

The Netherlands

This offering of Notes is made exclusively to legal entities which are qualified investors (as defined in Directive
2003/71/EC, together with any applicable implementing measures in any member state) in the Netherlands.

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Switzerland

These Listing Particulars do not constitute an issue prospectus pursuant to Article 652a or Article 1156 of the
Swiss Code of Obligations (“CO”) and the Notes will not be listed on the SIX Swiss Exchange. Therefore, these Listing
Particulars may not comply with the disclosure standards of the CO and/or the listing rules (including any prospectus
schemes) of the SIX Swiss Exchange. Accordingly, the Notes may not be offered to the public in or from Switzerland,
but only to a selected and limited circle of investors, which do not subscribe to the Notes with a view to distribution.

Other Jurisdictions

No action has been taken in any jurisdiction (including the United States or Peru) by the Issuer or the Initial
Purchasers that would permit a public offering of the Notes in any jurisdiction where action for that purpose is required.
The Notes may not be offered or sold, directly or indirectly, nor may these Listing Particulars or any other offering
material or advertisements in connection with the offer and sale of the Notes be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of such
jurisdiction. Persons into whose possession these Listing Particulars come are advised to inform themselves about and to
observe any restrictions relating to the Offering of the Notes and the distribution of these Listing Particulars. These
Listing Particulars do not constitute an offer to purchase or a solicitation of an offer to sell any of the Notes in any
jurisdiction in which such an offer or a solicitation is unlawful.

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 TRANSFER RESTRICTIONS

Because of the following restrictions, prospective purchasers of Notes are advised to consult legal counsel prior
to making any offer, resale, pledge or other transfer of the Notes.

Each purchaser of the Notes will be deemed to have acknowledged, represented and agreed as follows (terms
used herein that are defined in Rule 144A or Regulation S under the Securities Act are used herein as defined therein):

(1) Such purchaser is (A) (i) a qualified institutional buyer, (ii) aware that the sale of the Notes to is being
made in reliance on Rule 144A, and (iii) is acquiring such Notes for their own account or for the account of a
qualified institutional buyer, as the case may be, or (B) a purchaser acquiring the Notes in a sale occurring
outside of the United States in an offshore transaction within the meaning of, and in accordance with,
Regulation S, and it is not a U.S. Person within the meaning of Regulation S.

(2) Such purchaser understands that the Notes have not been and will not be registered under the Securities
Act or any applicable state securities laws and agrees to offer, sell, pledge or otherwise transfer such Notes only
(a) to the Issuer, (b) to a qualified institutional buyer, in a transaction meeting the requirements of Rule 144A
under the Securities Act, and to whom notice is given that the resale or other transfer is being made in reliance
on Rule 144A, or (c) outside the United States to a Non-U.S. Person in accordance with Rule 903 or Rule 904 of
Regulation S under the Securities Act and in each case in compliance with the conditions for transfer set forth in
clause (7) below.

(3) Such purchaser is not acquiring the Notes with a view to the offer, sale, resale, transfer, delivery or
distribution, directly or indirectly, thereof into or within the United States.

(4) Such purchaser (or if it is acting for the account of another person, such purchaser has had confirmed to
it in writing such other person): (a) either (1) is not acquiring the Notes (or an interest therein) with the assets of:
(x) an ERISA Plan, (y) a “Plan” as defined in and to which Section 4975 of the Code applies, or (z) an entity
whose underlying assets are deemed to include “Plan Assets” of any of the foregoing, or (2) (x) has obtained the
written approval of the Issuer to subscribe for and purchase the Notes with assets from an ERISA Plan, Plan or
Plan Assets, or any interest therein, from the Initial Purchasers who have purchased the Notes directly from the
Issuer, (y) it is not a Controlling Person, and (z) its acquisition, holding and disposition of the Notes or any
interest therein are and will be exempt from the prohibited transaction restrictions under ERISA and the Code
pursuant to one or more of the Investor Exemptions, and (b) is either (i) (1) a qualified institutional buyer, (2)
aware that the sale of the Notes to is being made in reliance on Rule 144A, and (3) is acquiring such Notes for
their own account or for the account of a qualified institutional buyer, as the case may be, or (ii) not a U.S.
person and acquiring the Notes in an offshore transaction in reliance upon Regulation S (in each case, within the
meaning of Regulation S) of the Securities Act.

Such purchaser (or if it is acting for the account of another person, such purchaser has confirmed to it in writing
that such other person): (a) is not a non-U.S. or Government Plan as defined in Section 3(32) of ERISA, or (b) is
a Non-U.S. or Government Plan and that the purchaser’s or such other person’s acquisition, holding and
disposition of the Notes (or a beneficial interest therein) will not result in a non-exempt prohibited transaction
under, or a violation of, any applicable law that is substantially similar to Title I of ERISA or Section 4975 of
the Code.

(5) The Rule 144A Notes will bear a legend to the following effect:

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (i)(A) TO THE ISSUER, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, AND TO WHOM NOTICE IS GIVEN THAT THE RESALE OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, OR (C) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (ii) IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES; PROVIDED THAT THE PURCHASER AND EACH TRANSFEREE PROVIDES NOTICE TO
EACH PERSON TO WHOM IT PROPOSES TO TRANSFER ANY INTEREST IN THE NOTES
PURSUANT TO (i)(B) ABOVE OF THE TRANSFER RESTRICTIONS SET FORTH ABOVE AND IN THE
INDENTURE.

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BY ITS ACQUISITION OF THIS NOTE (OR INTEREST HEREIN), EACH PURCHASER AND
TRANSFEREE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT EITHER (1)
IT IS NOT (AND, FOR SO LONG AS IT HOLDS SUCH NOTE OR INTEREST THEREIN, WILL NOT BE),
AND IS NOT ACTING ON BEHALF OF (AND, FOR SO LONG AS IT HOLDS SUCH NOTE OR
INTEREST THEREIN, WILL NOT BE ACTING ON BEHALF OF) (A) AN “EMPLOYEE BENEFIT PLAN”
AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED, THAT IS SUBJECT TO TITLE I OF ERISA, (B) A “PLAN” AS DEFINED IN
AND SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”), OR (C) AN ENTITY DEEMED TO HOLD PLAN ASSETS OF ANY OF THE
FOREGOING, OR (2) IT HAS OBTAINED THE WRITTEN APPROVAL OF THE ISSUER TO SUBSCRIBE
FOR AND PURCHASE THE NOTES WITH ASSETS FROM AN ERISA PLAN, PLAN OR PLAN ASSETS,
OR ANY INTEREST THEREIN, FROM THE INITIAL PURCHASERS WHO HAVE PURCHASED THE
NOTES DIRECTLY FROM THE ISSUER, (Y) IT IS NOT A CONTROLLING PERSON, AND (Z) ITS
ACQUISITION, HOLDING AND DISPOSITION OF THE NOTES OR ANY INTEREST THEREIN ARE
AND WILL BE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS UNDER ERISA
AND THE CODE PURSUANT TO ONE OR MORE OF THE INVESTOR EXEMPTIONS. EACH
PURCHASER AND TRANSFEREE OF THIS NOTE (OR AN INTEREST HEREIN) THAT IS A NON-U.S.
OR GOVERNMENTAL PLAN WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT
THAT ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN)
AND THE ISSUER’S HOLDING AND USE OF THE PROCEEDS FROM THE SALE OF THIS NOTE WILL
NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER, OR A VIOLATION OF, ANY
APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975
OF THE CODE.

ANY PURPORTED TRANSFER OF THIS NOTE TO A PURCHASER OR TRANSFEREE THAT DOES

NOT COMPLY WITH THE FOREGOING REQUIREMENTS SHALL BE NULL AND VOID AB INITIO.

(6) The Regulation S Notes will bear a legend to the following effect:

THE PURCHASER HEREOF REPRESENTS IT IS A PURCHASER ACQUIRING SUCH NOTES IN A

SALE OCCURRING OUTSIDE OF THE UNITED STATES IN AN OFFSHORE TRANSACTION WITHIN
THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S, AND IT IS NOT A
“U.S. PERSON” WITHIN THE MEANING OF REGULATION S AND IS NOT ACQUIRING THE NOTES
FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON. THE NOTES HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO A U.S. PERSON
(WITHIN THE MEANING OF IN REGULATION S) EXCEPT PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THIS NOTE HAS AGREED THAT
THIS LEGEND SHALL BE DEEMED TO HAVE BEEN REMOVED ON THE 41ST DAY FOLLOWING
THE LATER OF THE COMMENCEMENT OF THE OFFERING OF THE SECURITIES AND THE FINAL
DELIVERY DATE WITH RESPECT THERETO.

(7) Each Global Note will bear a legend to the following effect:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED,
AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME
OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE

DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEFINITIVE SECURITY 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.

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 LEGAL MATTERS

The validity of the Notes and certain other matters will be passed upon for the Issuer, the RPI-CAO Purchaser,
the Concessionaire and the Shareholders by Clifford Chance US LLP, special U.S. counsel to the Issuer, the
Concessionaire and the Shareholders, and for the Initial Purchasers by Chadbourne & Parke LLP, special U.S. counsel to
the Initial Purchasers. Certain matters of U.S. tax law will be passed upon for the Issuer, the RPI-CAO Purchaser, the
Concessionaire and the Shareholders by DLA Piper LLP (US), special U.S. counsel to the Issuer, the Concessionaire and
the Shareholders. Certain matters governed by Peruvian law will be passed upon for the Issuer, the RPI-CAO Purchaser,
the Concessionaire and the Shareholders by Garrigues, special Peruvian counsel to the Issuer, the Concessionaire, and the
Shareholders, and for the Initial Purchasers by Miranda & Amado Abogados, special Peruvian counsel to the Initial
Purchasers.

LISTING AND GENERAL INFORMATION

Listing Information

The Notes have been accepted for clearance and settlement through the facilities of DTC, Euroclear and
Clearstream. The ISIN numbers, Common Codes and CUSIP numbers for the Notes are as follows:

Rule 144A Regulation S

Global Note Global Note
ISIN: US532522AA74 USG54897AA45
Common Code: 124847141 124847168
CUSIP: 532522 AA7 G54897 AA4

The Issuer has applied to list the Notes on the Official List of the Luxembourg Stock Exchange for trading on
the Euro MTF market. So long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and
admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange, the Issuer will appoint and maintain a
paying agent in Luxembourg, where the Notes may be presented or surrendered for payment or redemption, in the event
that the Global Notes are exchanged for Definitive Notes. In addition, in the event the Global Notes are exchanged for
Definitive Notes, announcement of such exchange will be made in the manner provided under “Description of the Notes”
and such announcement will include all material information with respect to the delivery of the Definitive Notes,
including details of the paying agent in Luxembourg.

Copies of the RPI-CAO Purchase Agreement, the Issuer Purchase Agreement, the Indenture, the Sub-Collateral
Agency Agreement, the Issuer Irrevocable Power of Attorney, the CTE Protection Agreement, the Share Transfer
Restrictions Agreement, the Project Trust Agreement, the Peruvian Trustee Side Letter (and assignment agreement
relating thereto), the Concession Agreement, the EPC Contract, the Technical Assistance Agreement, the Protection
Letters of Credit, the Issuer’s organizational documents and these Listing Particulars will be available free of charge at
the offices of the Luxembourg Listing and Paying Agent.

Notices in relation to the Notes will either be published in a daily newspaper in Luxembourg or on the website
of the Luxembourg Stock Exchange at www.bourse.lu.

Authorization of the Issuance of the Notes

The Board of Directors of the Issuer has held a board meeting prior to the Closing Date to resolve to issue the
Notes and among other resolutions, to enter into and execute the each of the Principal Finance Agreements to which the
Issuer is a party.

Litigation

Except as disclosed in these Listing Particulars, the Concessionaire is not involved in any litigation or arbitration
proceedings relating to claims or amounts that are material in the context of this offering, nor so far as the Concessionaire
is aware is any such litigation or arbitration pending or threatened. Except as disclosed in these Listing Particulars, the
Issuer is not involved in any litigation or arbitration proceedings relating to claims or amounts that are material in the
context of this offering, nor so far as the Issuer is aware is any such litigation or arbitration pending or threatened.

Except as disclosed in these Listing Particulars since their respective dates of incorporation there has been no
material adverse change in the financial or trading position of the Issuer, RPI-CAO Purchaser or the Concessionaire.

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 ANNEX A
GLOSSARY OF DEFINED TERMS

“1940 Act” means the Investment Company Act of 1940, as amended.

“AATE” has the meaning set forth under “Overview of the Peruvian Regulatory Framework with respect to
Public Infrastructure and Public Service Concessions—Laws Related to the Functions and Rights of the Entities Related
to the Project.”

“Acceptance of Rolling Stock Statement” means a statement certifying the date of supply and conformity of
rolling stock (Acta de Aceptación del Material Rodante) with respect to the Project, executed by the MTC, the
Concessionaire and OSITRAN, pursuant to the Concession Agreement.

“Acceptance of Works Statement” means a statement of satisfactory completion of works (Acta de Aceptación
de las Obras) with respect to a Phase of the Project, executed by the MTC, the Concessionaire and OSITRAN, pursuant
to the Concession Agreement.

“Accounts” means, collectively, the Note Proceeds Account, the Disbursement Collateral Account, the
Revenue Account, the Expense Account, the Debt Service Account, the Protection Collateral Account, the IDC Account,
and the Redemption Account.

“Additional Eligible RPI-CAOs” means Eligible RPI-CAOs that are the subject to the Additional Sale and
Purchase Option and are Base RPI-CAOs (that have been replaced by the sale of Adjustment RPI-CAOs), Additional
RPI-CAOs (including those that may have been replaced by the sale of Adjustment RPI-CAOs) and/or Adjustment RPI-
CAOs.

“Additional Interferences” means certain elements identified in the Project’s definitive engineering studies or
during the performance of the Works that affect the normal execution of the Works, such as underground water and
sewage networks, wires and electricity connections, fiber optic cables, telephone or other telecommunication cables,
underground fuel networks and findings or archaeological remains, which must be removed by the Concessionaire.

“Additional Investment RPI-CAOs” means RPI-CAOs to be received by the Concessionaire under the
Concession Agreement, as agreed in writing by the Grantor, with respect to the making of any Inversiones Adicionales,
as defined in the Concession Agreement.

“Additional Notes” means any Series of notes issued by the Issuer pursuant to the Indenture and an Indenture
Supplement after the Closing Date.

“Additional Rolling Stock Supply” means the supply of new rolling stock to be provided by the
Concessionaire for the Project at the proposal of the Grantor or the Concessionaire, which were not originally included in
the Project and that require the Concession Agreement to be amended in order to be provided.

“Additional RPI-CAOs” means RPI-CAOs, other than Base RPI-CAOs, which the Concessionaire is entitled
to receive under the Concession Agreement pursuant to Sections 10.11 to 10.16 and Annex 5 thereof as a result of the
issuance of a CAO or a CAO-MR.

“Additional Sale and Purchase Option” means, subject to the terms and conditions of the RPI-CAO Purchase
Agreement, the option of the Concessionaire to, during the Availability Period, increase its sale commitment under the
RPI-CAO Purchase Agreement and commit to sell Eligible RPI-CAOs to the RPI-CAO Purchaser in an aggregate
amount in excess of the then-current Expected Aggregate RPI-CAO Purchase Amount, pursuant to the terms and
conditions of the RPI-CAO Purchase Agreement; provided that the Eligible RPI-CAOs that are subject to the Additional
Sale and Purchase Option are Additional Eligible RPI-CAOs, which have already been issued or, in the case of Base
RPI-CAOs or Additional RPI-CAOs, are expected to be issued in accordance with the terms of the Concession
Agreement, and which the Concessionaire is not obliged to sell to any Other Purchaser.

“Additional Sale and Purchase Option Notice” means a notice of sale and instructions delivered or to be
delivered by the Concessionaire to the RPI-CAO Purchaser, the Peruvian Trustee, the Sub-Collateral Agent, the
Indenture Trustee and the Calculation Agent in accordance with RPI-CAO Purchase Agreement evidencing the
Additional Eligible RPI-CAOs to be sold by the Concessionaire to the RPI-CAO Purchaser on the applicable Purchase
Date pursuant to the exercise by the Concessionaire of the Additional Sale and Purchase Option.

“Additional Series Holder” means the Person in whose name an Additional Note is registered in the Note
Register.

- A-1-
 “Additional Transaction Expense Amount” means, with respect to any Additional Notes, the “Additional
Transaction Expense Amount” with respect to such Series as defined in the applicable Indenture Supplement.

“Additional Works” means new construction works to be executed by the Concessionaire for the Project at the
proposal of the Grantor or the Concessionaire, which were not originally included in the Project and that require the
Concession Agreement to be amended in order to be executed.

“Adjustment and Liquidation Certificate” or “CAO-AL” means a Certificado de Avance de Obra – Ajustes y
Liquidación issued by OSITRAN with respect to adjustments and settlement of an RPI Milestone, a form of which is set
forth in Annex 5, Appendix 2 of the Concession Agreement.

“Adjustment RPI-CAOs” means any RPI-CAOs received by the Concessionaire under the Concession
Agreement as a result of the issuance of a CAO-AL.

“Administration Agreements” means the agreements entered into on or before the Closing Date or thereafter
in replacement thereof by and between (a) the applicable Administrator and the Issuer to administer the Issuer, and (b)
the applicable Administrator and the RPI-CAO Purchaser to administer the RPI-CAO Purchaser.

“Administrator” means each of the entities appointed to administer the Issuer and the RPI-CAO Purchaser in
accordance with the Administration Agreements.

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, such specified Person. For purposes of this definition, the
term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as
used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction
of the management policies of such Person, whether through the ownership of voting securities or by contract or
otherwise; provided that the definition does not include the Administrator of the Issuer or any other entity for which the
Administrator of the Issuer acts as share trustee or provides directors.

“AFP” means a Peruvian private pension fund administrator (administradora privada de fondos de pensiones).

“Agents” means each of the Indenture Trustee, the Calculation Agent, the Registrar, the Paying Agent, the
Securities Intermediary, the Sub-Collateral Agent and the Peruvian Trustee.

“Aggregate Actual RPI-CAO Purchased Amount” means, with respect to any Eligible RPI-CAOs at any
time, the sum of the RPI-CAO Face Value Amounts of all Eligible RPI-CAOs that have been purchased by the RPI-CAO
Purchaser as at such time.

“Amortization Schedule” means the Initial Amortization Schedule unless a Revised Amortization Schedule is
delivered in accordance with the Indenture, in which case, the applicable Revised Amortization Schedule.

“AnsaldoBreda” means AnsaldoBreda S.p.A., a società per azioni organized under the laws of Italy.

“Ansaldo STS” means Ansaldo STS S.p.A., a società per azioni organized under the laws of Italy.

“Approved Protection Letter of Credit Provider” means a bank (a) the long-term external indebtedness of
which is rated internationally (i) “BBB+” or higher by S&P or Fitch, and (ii) “Baa1” or higher by Moody’s, in each case
or a comparable rating if the rating systems of S&P, Fitch or Moody’s are changed, (b) that is not on S&P’s, Fitch’s or
Moody’s watch list for possible downgrading below “BBB” or “Baa2”, as applicable, internationally, and (c) that has not
defaulted under its obligations under a Protection Letter of Credit issued pursuant to the CTE Protection Agreement.

“aRPI” means Retribución por Inversión Certificada de los Ajustes y Liquidación, which is an unconditional
and irrevocable payment obligation of the Grantor, acting through the MTC and payable through the Project Trust, with
respect to adjustments and settlement of the RPI Milestones for Works or Rolling Stock Supply payable in accordance
with the Concession Agreement, the corresponding CAO-AL, RPI-CAO Certificate and the Project Trust Agreement.

“Assignment and Assumption Agreement” means an assignment and assumption agreement in the form
contemplated in the Share Transfer Restrictions Agreement.

“Availability Period” means the period from the Closing Date until the earliest to occur of (a) August 27, 2019
and (b) the date on which a Commitment Termination Event occurs under the RPI-CAO Purchase Agreement.

“Bankruptcy Event” means, with respect to any Person in any applicable jurisdiction (a) the taking of any of
the following actions by such Person: (i) applying for or consenting to the appointment of, or the taking of possession by,
a receiver, custodian, trustee in bankruptcy, examiner or liquidator for itself or all or a substantial part of its Property or
assets, (ii) making a general assignment for the benefit of its creditors, (iii) commencing a voluntary case under any

- A-2-
bankruptcy law, (iv) filing a petition seeking to take advantage of any other law relating to bankruptcy, insolvency,
insolvent reorganization, liquidation, dissolution, insolvent arrangement or winding-up, or composition or readjustment
of Debts, or (v) taking any corporate action for the purpose of effecting any of the foregoing, or (b) the commencement in
any court of competent jurisdiction, of a proceeding or case seeking: (i) the insolvent reorganization, liquidation,
dissolution, insolvent arrangement or winding-up of such Person, or the composition or readjustment of such Person’s
Debts, (ii) the appointment of a receiver, custodian, trustee, examiner or liquidator of such Person for all or a substantial
part of such Person’s Property or assets, or (iii) similar relief in respect of such Person under any law relating to
bankruptcy, insolvency, reorganization, liquidation, dissolution, insolvent arrangement or winding-up, or composition or
readjustment of Debts, and such proceeding or case will continue undismissed or unstayed for a period of 60 days, or (c)
the entering against such Person in any jurisdiction of an order for relief under the laws governing bankruptcies or
insolvencies in such jurisdiction.

“Base RPI-CAOs” means the first RPI-CAOs that the Concessionaire is entitled to receive under the
Concession Agreement pursuant to Sections 10.11 to 10.16 and Annex 5 thereof as a result of the issuance of any CAO
or CAO-MR, with an aggregate face value of up to the Expected Aggregate RPI-CAO Purchase Amount.

“Board of Directors” means, when used with respect to a corporation or other entity, the board of directors or
an equivalent governing body of such corporation or entity, or any committee of such board or equivalent body that is
duly authorized to act for such board or equivalent body in respect of the activity in question.

“Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banking
institutions in New York, New York or Lima, Peru are authorized or obligated by law to be closed.

“Calculation Agent” means Citibank, N.A., not in its individual capacity, but solely as calculation agent.

“Capital Expenditure” means capital expenditure in accordance with GAAP.

“Capital Stock” means any and all shares, interests, participations, quotas or other equivalents (however
designated) of capital stock of a corporation, any and all ownership interests in a Person other than a corporation and any
and all warrants or options to purchase any of the foregoing.

“Certificated Notes” means the Notes, in certificated, registered form, executed and delivered by the Issuer and
authenticated by the Indenture Trustee in exchange for interests in the Global Notes pursuant to the Indenture.

“CFC” means a “controlled foreign corporation” as defined in Section 957(a) of the Code.

“Citibank Engagement Letter” means the engagement letter dated February 26, 2015 between the
Concessionaire and Citibank, N.A., as amended on February 27, 2015.

“Closing Date” means June 17, 2015.

“Co-Manager” means SMBC Nikko Securities America, Inc.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Cofinancing Account” means the Cuenta de Cofinanciamiento established by the Peruvian Trustee pursuant
to the Project Trust Agreement.

“Collateral” means, collectively, the following:

(i) the Accounts and all other “deposit accounts” (as defined in Section 9-102(a)(29) of the New York
UCC) and “securities accounts” (as defined in Section 8-501 of the New York UCC) of the Issuer
(including any sub-accounts of any Account, deposit account or sub-account), all money, investment
property, instruments and other property on deposit from time to time in, credited to or related to the
Accounts and all other deposit accounts and securities accounts of the Issuer (including any sub-
accounts of any Account, deposit account or sub-account), and in all interest, dividends, earnings,
income and other distributions from time to time received, receivable or otherwise distributed or
distributable thereto or in respect thereof (including any accrued discount realized on liquidation of any
investment purchased at a discount), other than any money on deposit in the Issuer's deposit accounts in
the Cayman Islands to which share subscription fees and transaction fees have been paid (and all
interest accrued thereon),

(ii) all Purchased RPI-CAOs,

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 (iii) all Permitted Investments, including those made with any funds from the Disbursement Collateral
Account, the IDC Account, the Expense Account and other investments held at any time, including
income thereon,

(iv) the rights, title and interest (but not its obligations) of the Issuer under each Principal Finance
Agreement to which it is a party or a beneficiary,

(v) any of the Issuer’s other assets other than (a) those specified in clauses (i) through (iv) above, and (b)
any funds on deposit in the Issuer’s bank accounts in the Cayman Islands to which share subscription
fees and transaction fees have been paid, and

(vi) money, accounts, general intangibles, payment intangibles, contract rights, chattel paper, instruments,
documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, and
advices of credit consisting of, arising from or related to the foregoing.

“Collection Account” means the Cuenta de Recaudación established by the Peruvian Trustee pursuant to the
Project Trust Agreement.

“Commercial Operation Statement” means a statement of correct operation (Acta de Conformidad de

Operación) of Concession Assets with respect to a Phase of the Project, executed by the MTC, the Concessionaire and
OSITRAN, pursuant to the Concession Agreement.

“Commitment Termination Event” has the meaning set forth under “Description of Principal Finance
Agreements—RPI-CAO Purchase Agreement—Commitment Termination Events.”

“Common Depository” means DTC.

“Concession” means the 35-year concession granted by the Grantor, acting through the MTC, to the
Concessionaire pursuant to the Concession Agreement, including any possible extensions of said term, for the execution
of the Project.

“Concession Agreement” means the Concession Agreement dated as of April 28, 2014 entered into by the
Grantor and the Concessionaire pursuant to which the Grantor granted the Project and the Concession to the
Concessionaire, as amended.

“Concession Agreement Performance Bond” has the meaning set forth under “Description of Principal
Finance Project Documents—The Concession Agreement—Concessionaire Performance Bonds.”

“Concession Areas” means the areas of public territory and land set forth in Annex 8 of the Concession
Agreement, which will be delivered from time to time by the Grantor to the Concessionaire for purposes of developing
the Project.

“Concession Assets” means the assets used in connection with the performance of the Concession Agreement
and the easements and assets resulting from such performance which may have been built by the Concessionaire during
the term of the Concession within its designated area, and any equipment and rolling stock necessary for the Project.

“Concessionaire” means Metro de Lima Línea 2 S.A., a sociedad anónima organized under the laws of Peru.

“Concessionaire Term” means the period of time after the date on which the Peruvian Trustee receives a
written notice from the Construction Facility Trustee informing of the termination of the Construction Facility Trust.

“Construction Facility” means the senior secured revolving credit facility to be entered into between the
Concessionaire and certain lenders, among other parties, following the Closing Date pursuant to which such lenders will
provide a senior secured revolving working capital facility to the Concessionaire to finance a portion of the construction
of the Project.

“Construction Facility Term” means the period of time between (a) the date of execution of the Construction
Facility Trust Agreement, and (b) the date on which the Peruvian Trustee receives a written notice from the Construction
Facility Trustee informing of the termination of the Construction Facility Trust.

“Construction Facility Trust” means the Peruvian trust (fideicomiso) to be created pursuant to the
Construction Facility Trust Agreement.

“Construction Facility Trustee” means Citibank del Perú S.A. in its capacity as trustee under the Construction
Facility Trust or any successor thereof.

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 “Construction Facility Trust Agreement” means the Contrato de Fideicomiso No Discrecional en
Administración y Garantía to be entered into between the Concessionaire and the Construction Facility Trustee, as
amended, following the Closing Date.

“Construction Performance Bond” has the meaning set forth under “Description of Principal Project
Documents—The Concession Agreement—Concessionaire Perfomance Bonds.”

“Construction Works” means the construction works in the Project that the Concessionaire is obliged to
execute pursuant to the Concession Agreement, which will be carried out by the EPC Contractor pursuant to the EPC
Contract.

“Contingency Account” means the Cuenta de Contingencias established by the Peruvian Trustee pursuant to
the Project Trust Agreement.

“COSAPI” means COSAPI S.A., a sociedad anonima organized under the laws of Peru.

“Coupon” means 5.875% per annum.

“CTE Calculation Inputs Notice” means a notice substantially in the form of Exhibit J of the Indenture.

“CTE Protection Agreement” means the CTE Protection Agreement to be dated on or about the Closing Date
among the RPI-CAO Purchaser, the Concessionaire, the Calculation Agent and the Indenture Trustee.

“CTE Protection Amount” means, upon the occurrence of a CTE Redemption Event and with respect to the
Redemption Date, an amount in U.S. Dollars (i) determined by the CTE Protection Provider in accordance with the CTE
Protection Agreement and provided to the Calculation Agent for validation at least 14 Business Days prior to the
Redemption Date, and (ii) validated by the Calculation Agent in accordance with the CTE Protection Agreement no later
than eight Business Days prior to the Redemption Date; provided that, if the CTE Protection Provider has not provided
such determination to the Calculation Agent by the aforementioned deadline, then the Calculation Agent will calculate
the CTE Protection Amount and inform the CTE Protection Provider of the relevant amount no later than eight Business
Days prior to the Redemption Date.

“CTE Protection Amount Coverage Termination Date” means:

(a) if no CTE Redemption Event occurs, the date on which the Initial Expected Aggregate RPI-CAO Purchase
Amount has been purchased in full pursuant to the RPI-CAO Purchase Agreement,

(b) if a CTE Redemption Event occurs for which the CTE Protection Payment Exemption applies (as either (i)
confirmed by the Independent Verification Agent as provided in the CTE Protection Agreement, or (ii)
informed in writing by the Majority Holders to the Indenture Trustee in accordance with the Indenture), the
last day of the Availability Period, and

(c) if a CTE Redemption Event occurs for which the CTE Protection Payment Exemption does not apply, the
date after the CTE Protection Amount has been paid in full.

“CTE Protection Base Amount” means, at any time until the CTE Protection Amount Coverage Termination
Date, the amount in U.S. Dollars set forth in Schedule 1 of the CTE Protection Agreement under the heading “CTE
Protection Base Amount” at such time, as such schedule may be modified if the CTE Protection Provider elects to extend
or reduce any Minimum Purchase Date in accordance with the RPI-CAO Purchase Agreement, by an amount determined
by the CTE Protection Provider in accordance with the CTE Protection Agreement and verified by the Calculation Agent,
and such increase or decrease, as applicable, will be effective from the date on which the relevant extension is
implemented.

“CTE Protection Payment Date” means the date falling one Business Day prior to the Redemption Date.

“CTE Protection Payment Exemption” with respect to a CTE Redemption Event and the related Redemption
Date, the CTE Protection Provider being totally exempt from paying the CTE Protection Amount under the CTE
Protection Agreement with respect to the Redemption Date if the CTE Redemption Event resulted from the occurrence of
the Commitment Termination Event consisting of (x) any Public External Indebtedness of Peru in an aggregate amount
of not less than U.S.$25.0 million (or its equivalent in any other currency) having become due and payable before it
would otherwise have been due and payable as a result of, or on the basis of, the occurrence of a default, event of default
or other similar condition or event, or (y) Peru failing to make any payment in respect of its Public External Indebtedness
in an aggregate amount in excess of U.S.$25.0 million (or its equivalent in any other currency).

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 “CTE Redemption Event” means the first occurrence of a Commitment Termination Event during the
Availability Period at a time when the Initial Expected Aggregate RPI-CAO Purchase Amount has not been purchased in
full pursuant to the RPI-CAO Purchase Agreement.

“CTE Redemption Event Notification Date” has the meaning set forth under “Description of the Notes—
Mandatory Redemption—Redemption Procedures.”

“Debt” means (without duplication), with respect to any Person, whether recourse is to all or a portion or none
of the assets of such Person and whether or not contingent (a) every obligation of such Person for money borrowed, (b)
every obligation of such Person evidenced by debentures, notes or other similar instruments, including obligations
incurred in connection with the acquisition of property, assets or businesses, (c) every reimbursement obligation of such
Person with respect to letters of credit, bankers’ acceptances or similar facilities issued and drawn upon for the account of
such Person, (d) any net liability under any interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate insurance, currency swap agreement, currency option, future or purchase or sale agreement or
other agreement or arrangement designed to protect against fluctuations in interest rates and currency exchange rates, (e)
every obligation of such Person issued or assumed as the deferred purchase price of any property or service, (f) all
capitalized lease obligations of such Person, (g) every obligation of the type referred to in clauses (a) through (f) of
another Person and all dividends declared or to be declared by another Person, the payment of which, in any case, such
Person has Guaranteed or for which such Person is responsible or liable, directly or indirectly, as obligor, guarantor or
otherwise, and (h) all Debt referred to in clauses (a) through (g) secured by (or for which the holder of such Debt has an
existing right, contingent or otherwise, to be secured by) any Lien on Property of such Person even though such Person
has not assumed or become liable for the payment of such Debt (and, in connection therewith, the amount of “Debt”
under this clause (h) will be limited to the lesser of the amount of such Debt and the value of such Property).

“Debt Service Account” means (a) with respect to the Notes, the Debt Service Account and (b) with respect to
any Additional Series, the account as specified in the applicable Indenture Supplement.

“Default” means an event or condition that, with the giving of notice, the lapse of time or both, would become
an Event of Default.

“Default Rate” means (a) with respect to the Notes, the Coupon plus 1% and (b) with respect to any Additional
Notes, has the meaning set forth in the applicable Indenture Supplement for such Additional Notes.

“Defaulted Interest” is defined under “Description of the Notes—Defaulted Interest”.

“Disbursement Collateral Account” means the Series 2015-1 Disbursement Collateral Account established by
the Securities Intermediary in the name of the Issuer pursuant to the Indenture.

“Disposition” or “Disposal” (or similar words) means, with respect to any Ownership Interests of any
Shareholder, any sale, transfer or other conveyance of such Ownership Interests (or any part thereof) by such Shareholder
to any other Person or the granting of options, warrants or other rights to such Ownership Interests (or any part thereof)
by such Shareholder to any other Person.

“DTC” means The Depository Trust Company.

“DTC Depository” means Cede & Co. or such other nominee as is requested by an authorized representative of
DTC.

“DTC Participants” is defined under “Clearing and Settlement—The Depository Trust Company.”

“Eligible RPI-CAOs” means RPI-CAOs that (a) have vested in accordance with the Concession Agreement
pursuant to a Works Progress Certificate, Rolling Stock Supply Certificate (if any) or Adjustment and Liquidation
Certificate, and which are payable in accordance with the terms of an RPI-CAO Certificate issued pursuant to the
Concession Agreement, and the Project Trust, (b) have not been paid to the Concessionaire or any other Person prior to
the date of sale of such RPI-CAO to the RPI-CAO Purchaser, (c) are vested as part of an RPI-CAO Quarterly Series, (d)
are either (i) prior to the exercise of any Additional Sale and Purchase Option, (x) Base RPI-CAOs, or (y) Adjustment
RPI-CAOs or Additional Investment RPI-CAOs to be sold in lieu of Base RPI-CAOs pursuant to the RPI-CAO Purchase
Agreement, and (ii) following the exercise of any Additional Sale and Purchase Option, (x) Base RPI-CAOs and the
Additional Eligible RPI-CAOs that are the subject of the relevant Additional Sale and Purchase Option, or (y)
Adjustment RPI-CAOs or Additional Investment RPI-CAOs (other than those that are the subject of the relevant
Additional Sale and Purchase Option) to be sold in lieu of such Base RPI-CAOs and Additional Eligible RPI-CAOs, and
(e) have not been sold by the Concessionaire to any Other Purchaser, or are not the subject of any commitment of the
Concessionaire to sell them to any Other Purchaser that would be breached if the Concessionaire sold the relevant RPI-
CAOs to the RPI-CAO Purchaser under the RPI-CAO Purchase Agreement.

- A-6-
 “Environmental Laws” means all applicable Laws related to pollution, the protection of the environment or the
treatment, storage, disposal, release, threatened release or handling of hazardous materials, and any specific agreements
entered into with any Governmental Authorities that include commitments related to environmental matters.

“EPC Contract” means the Contrato Llave en Mano para el Diseño, Construcción de la Obra Civil y
Provisión de los Equipamientos Electromecánicos de Sistema y Material Rodante de las Etapas 1 y 2, dated March 20,
2014 between the Shareholders and the Initial EPC Contractor, as assigned on April 25, 2014 by the Shareholders and the
Initial EPC Contractor in favor of the Concessionaire and the EPC Contractor, respectively, as amended.

“EPC Contractor” means the consortium formed under Peruvian law by Dragados, S.A., FCC Construccion,
S.A., COSAPI, Salini Impregilo, Ansaldo STS and AnsaldoBreda.

“Euro” means the lawful currency of the euro area.

“Event of Default” is defined under “Description of the Notes—Events of Default.”

“Expected Aggregate RPI-CAO Purchase Amount” means (a) initially, the Initial Expected Aggregate RPI-
CAO Purchase Amount, and (b) following the exercise of any Additional Sale and Purchase Option, the adjusted amount
determined in accordance with the RPI-CAO Purchase Agreement.

“Expense Account” means the Expense Account established by the Securities Intermediary in the name of the
Issuer pursuant to the Indenture.

“Fee Letters” means the Citibank Engagement Letter, the Rating Agency Fee Letters and the Independent
Verification Agent Fee Letter.

“Financial Transactions Tax” means the Peruvian financial transactions tax (Impuesto a las Transacciones
Financieras - ITF) created by Peruvian Law No. 28194, as amended.

“Fitch” means Fitch, Inc. and its successors (including the surviving entity of any merger with another rating
agency).

“Global Coordinators” means Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Santander
Investment Securities Inc.

“Global Notes” means the Regulation S Global Notes together with the Rule 144A Global Notes.

“Governmental Approval” means any action, order, authorization, consent, approval, license, lease, ruling,
permit, tariff, rate, certification, exemption, filing or registration from, by or with any Governmental Authority.

“Governmental Authority” means the government of any nation or any political subdivision thereof, whether
state, territorial, provincial or otherwise, and any entity, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of, or
pertaining to, government and having jurisdiction over the Person or matter in question.

“Grantor” means Peru, acting through the MTC.

“Guarantee” or “Guaranty” by any Person means any obligation, contingent or otherwise, of such Person
directly or indirectly guaranteeing any Debt of any other Person, including any obligation, direct or indirect, contingent
or otherwise, of such other Person: (a) to purchase or pay (or advance or supply funds for the purchase or payment of)
any Debt (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase Property,
securities and/or services, to take or pay or to maintain financial statement conditions or otherwise, other than agreements
to purchase Property, securities and/or services at an arm’s length price in the ordinary course of business) or (b) entered
into for the purpose of assuring in any other manner the holder of such Debt of the payment thereof or to protect such
holder against loss in respect thereof (in whole or in part); provided that the term Guaranty will not include endorsements
for collection or deposit in the ordinary course of business. The term “Guarantee” or “Guaranty” used as a verb has a
corresponding meaning.

“Holder” means the Person in whose name a Note is registered in the Note Register and includes the Holders of
the Series 2015-1 Notes and/or the Additional Series Holders, as applicable.

“ICSID” means the International Court for the Settlement of Investment Disputes.

“IDC Account” means the Series 2015-1 IDC Account established by the Securities Intermediary in the name
of the Issuer pursuant to the Indenture.

- A-7-
 “IFRS” means International Financial Reporting Standards, as adopted by the International Accounting
Standards Board.

“INDECOPI” means the Peruvian National Institute for the defense of Competition and the Protection of.
Intellectual Property (Instituto de Defensa de la Competencia y Protección de la Propiedad Intelectual).

“Indenture” means the Collateral Trust Indenture to be entered into among Citibank, N.A. as Indenture
Trustee, Registrar, Paying Agent, Calculation Agent and Securities Intermediary, the Luxembourg Paying Agent and the
Luxembourg Transfer Agent.

“Indenture Supplement” means any supplement to the Indenture entered into between the Issuer, the Indenture
Trustee and the Luxembourg Paying Agent.

“Indenture Trustee” means Citibank, N.A., in its capacity as Indenture Trustee under the Indenture.

“Independent Verification Agent” means any internationally-recognized independent accounting firm selected
by the Issuer for the purposes of confirming whether or not a CTE Protection Payment Exemption applies, as described
in the Indenture.

“Independent Verification Agent Fee Letter” means the engagement letter dated on or prior to the Closing
Date among the Independent Verification Agent, the Indenture Trustee, the CTE Protection Provider and the Issuer.

“Indirect DTC Participants” is defined under “Clearing and Settlement–The Depository Trust Company.”

“Initial Amortization Schedule” means the amortization schedule of the Notes set out in Schedule 1 of the
Indenture.

“Initial Date of Tariff Calculations” means the last business day of the first quarter of the year immediately
preceding the year during which the first RPI-CAO Payment Date occurs.

“Initial EPC Contractor” means Dragados, S.A., FCC Construccion, S.A., COSAPI, Salini Impregilo,
Ansaldo STS and AnsaldoBreda, acting jointly.

“Initial Expected Aggregate RPI-CAO Purchase Amount” means an aggregate amount equal to U.S.$
1,749,678,477.66.

“Initial Purchasers” means the Global Coordinators and the Joint Bookrunners.

“Interest-Only Cutoff Date” means July 5, 2019.

“Interest-Only Period” means the period commencing on the Closing Date and ending on the Interest-Only
Cutoff Date.

“Interest Payment” means, with respect to each Quarterly Payment Date related to the Notes that will occur
prior to the occurrence of any CTE Redemption Event, the amount set out in the Initial Amortization Schedule under the
column headed “2015-1 Interest Payment” in Schedule 1 to the Indenture with respect to such Quarterly Payment Date.

“Interferences” means certain elements that affect the normal execution of the Works, such as underground
water and sewage networks, wires and electricity connections, fiber optic cables, telephone or other telecommunication
cables, underground fuel networks and findings or archaeological remains, which must be removed by the MTC.

“Iridium” means Iridium Concesiones de Infraestructuras, S.A., a sociedad anónima organized under the laws
of the Kingdom of Spain.

“IRS” means the United States Internal Revenue Service.

“Issuance Date” means the date on which a Series of Notes is issued.

“Issuer” means Lima Metro Line 2 Finance Limited.

“Issuer Irrevocable Power of Attorney” means the irrevocable power of attorney granted under Cayman
Islands law by the Issuer in favor of the Indenture Trustee in accordance with the Peruvian Trustee Side Letter, to be
dated on or about the Closing Date, including any renewals thereof, for use in enforcing the rights of the Issuer in
connection with the Purchased RPI-CAOs.

- A-8-
 “Issuer Purchase Agreement” means the Issuer Purchase Agreement to be dated on or about the Closing Date
between the Issuer and the RPI-CAO Purchaser.

“Issuer Share Trustee” means MaplesFS Limited.

“Law” means any statute, law, regulation, ordinance, rule, judgment, rule of common law, order, decree,
approval (including any Governmental Approval), concession, grant, franchise, license, agreement, directive, guideline,
policy, requirement or other governmental restriction or any similar form of decision of, or determination by (or any
interpretation or administration of any of the foregoing by), any Governmental Authority, whether in effect as of the date
hereof or hereafter.

“Lien” means, with respect to any Property or assets, any mortgage or deed of trust, pledge, hypothecation,
assignment by way of security, deposit arrangement, security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever on or with respect to such Property or assets (including any
conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).

“Lima and Callao Metro Network” means the Red Básica del Metro de Lima y Callao, the planned network
of six railway transportation lines created through Supreme Decree 059-2010-MTC, dated December 23, 2010.

“Line 2 and the Faucett-Gambetta Branch of the Lima and Callao Metro” means the infrastructure to be
built and rolling stock to be supplied for the construction, operation and maintenance (including the related supply of
electromechanical equipment and systems) of two branches of underground railway lines named Línea 2 y Ramal Av.
Faucett – Av. Gambetta de la Red Básica del Metro de Lima y Callao, pursuant to the Concession Agreement.

“Listing Particulars” means these listing particulars.

“Luxembourg Paying Agent” means Banque Internationale à Luxembourg S.A.

“Luxembourg Transfer Agent” means Banque Internationale à Luxembourg S.A.

“Majority Holders” means, at any time, Holders of a majority of the aggregate principal amount of the Notes
then outstanding.

“Material Adverse Effect” means:

(i) with respect to the Issuer Purchase Agreement, a material adverse change in or a material adverse
effect on (a) the ability of the RPI-CAO Purchaser or the Issuer to perform its obligations under the Issuer Purchase
Agreement or any other Principal Finance Agreement, in each case, to which such Person is a party, (b) the legality,
validity or enforceability of the Issuer Purchase Agreement or any other Principal Finance Agreement or the rights of the
Issuer under the Issuer Purchase Agreement or thereunder or with respect to the Purchased RPI-CAOs, or (c) the
Grantor’s (through the MTC), the MTC’s or the Peruvian Trustee’s obligations under the Concession Agreement, any
RPI-CAO Certificate or the Project Trust Agreement (as the case may be) in connection with the RPI-CAOs, or the
collectability, payment terms, legality, validity, enforceability or the transferability of the RPI-CAOs, or

(ii) with respect to the RPI-CAO Purchase Agreement, a material adverse change in or a material adverse
effect on (a) the ability of the Concessionaire, the CTE Protection Provider or the RPI-CAO Purchaser to perform its
obligations under the RPI-CAO Purchase Agreement or any other Transaction Document, in each case, to which such
Person is a party, (b) the legality, validity or enforceability of the RPI-CAO Purchase Agreement or any other
Transaction Document or the rights of the RPI-CAO Purchaser under the RPI-CAO Purchase Agreement or under any
other Transaction Document or with respect to the Purchased RPI-CAOs, or (c) the Grantor’s (through the MTC), the
MTC’s or the Peruvian Trustee’s obligations under the Concession Agreement, any RPI-CAO Certificate, the Project
Trust Agreement or the Peruvian Trustee Side Letter (as the case may be) in connection with the RPI-CAOs, or the
collectability, payment terms, legality, validity, enforceability or the transferability of the RPI-CAOs, or

(iii) with respect to the Indenture, means a material adverse change in, or a material adverse effect on (a)
the legality, validity, effectiveness or benefit to the Issuer of the Issuer’s rights under the Issuer Purchase Agreement or in
connection with the Purchased RPI-CAOs, (b) the legality, validity, effectiveness or benefit to the RPI-CAO Purchaser of
the RPI-CAO Purchaser’s rights under the RPI-CAO Purchase Agreement or in connection with the Purchased RPI-
CAOs (c) the Grantor’s (through the MTC) or the Peruvian Trustee’s obligations under or with respect to (i) the
Concession Agreement, the Project Trust Agreement, in each case as it relates to RPI-CAOs, budgeting therefor or
payment therefor, or (ii) any RPI-CAO Certificate, or its payment obligations as it relates to such RPI-CAO Certificate,
(d) the Concessionaire, the Issuer, the RPI-CAO Purchaser, the Shareholders or the CTE Protection Provider’s ability to
perform any of its obligations under the Indenture, the Notes or any other Principal Finance Agreement to which it is a

- A-9-
party, (e) the legality, validity or priority of the Liens on the Collateral pursuant to the Indenture or any other Security
Document, or (f) the legality, validity or enforceability of any of the Principal Finance Agreements.

“Milestone Schedule” means the detailed schedule (Cronograma Actualizado de Ejecución) that forms part of
the Concession Agreement, which sets forth the schedule of completion of the Project’s advancements and milestones for
Works and Rolling Stock Supply.

“Minimum Expense Account Amount” means, at any time of determination (and as the same may be adjusted
in connection with the issuance of any Additional Series in accordance with the Indenture Supplement for such
Additional Series) (a) in the case of (i) a partial redemption of the Notes pursuant to the Indenture, or (ii) the third
paragraph under “Description of the Notes—Accounts under the Indenture—Expense Account,” U.S.$7,392,888.57
minus the expenses that have been paid through such date of determination under the Indenture as determined by the
Calculation Agent, and (b) in the case of a full redemption of the Notes pursuant to the Indenture, the amount of expenses
remaining to be paid under the Indenture from such date of determination up to and including the Interest Payment Date
immediately following the Redemption Date as determined by the Calculation Agent.

“Minimum Purchase Date” means each of the dates set out under the column headed “Minimum Purchase
Date” under the table titled “Minimum RPI-CAO Purchased Amounts Schedule” in “Description of Principal Finance
Agreements–RPI-CAO Purchase Agreement–Description of the RPI-CAO Purchase Agreement” above, as such schedule
may be adjusted (a) by the Concessionaire, in accordance with the RPI-CAO Purchase Agreement, through an extension
of the Minimum Purchase Dates in multiples of three months from the dates established as at the Closing Date, or (b)
upon the exercise of the Additional Sale and Purchase Option.

“Minimum RPI-CAO Purchased Amount” means, with respect to any Eligible RPI-CAOs and any applicable
Minimum Purchase Date, the sum of the RPI-CAO Face Value Amounts of all Eligible RPI-CAOs expected to have been
vested and purchased as of (and including) such Minimum Purchase Date, as set out in the table titled “Minimum RPI-
CAO Purchased Amounts Schedule” in “Description of Principal Finance Agreements–RPI-CAO Purchase Agreement–
Description of the RPI-CAO Purchase Agreement” above and as such amounts may be adjusted upon the exercise of any
Additional Sale and Purchase Option.

“Moody’s” means Moody’s Investors Service and its successors (including the surviving entity of any merger
with another rating agency).

“MTC” means the Peruvian Ministry of Transport and Communications (Ministerio de Transportes y
Comunicaciones).

“Net Compensation Value” has the meaning set forth under “Description of Principal Finance Project
Documents―The Concession Agreement―Concessionaire Performance Bonds―Termination Payments.”

“New Interest Payment” means:

(a) for the first Quarterly Payment Date related to the Notes occurring after a Redemption Date, the
amount calculated as follows:

The sum of

(i) Note Principal Balance as of such Redemption Date (prior to the reduction of the Note Principal
Balance) * Coupon * (Redemption Date – QPDn-1) / 360, plus

(ii) Note Principal Balance as of such Redemption Date (following the reduction of the Note Principal
Balance by the Redemption Prices as determined in accordance with the Indenture)* Coupon * (QPDn -
Redemption Date) / 360,

Where:

“QPDn-1” means the n-1th Quarterly Payment Date preceding the Redemption Date, and

“QPDn” means the nth Quarterly Payment Date following the Redemption Date. QPD0 will be the date on which
the Notes are issued.

(b) for each subsequent Quarterly Payment Date related to the Notes that occurs after such Redemption
Date, the amount is calculated as follows:

Note Principal Balance (n-1) * Coupon / 4

- A-10-
 Where:

“Note Principal Balance (n-1)” means the Note Principal Balance as of the immediately preceding
Quarterly Payment Date related to the Notes immediately after any principal has been repaid on such
Notes on such Quarterly Payment Date.

“New Note Payment” means, for each Quarterly Payment Date related to the Notes that occurs after a
Redemption Date (a) but during the Interest-Only Period, the New Interest Payment for such Quarterly Payment Date,
and (b) after the Interest-Only Period, the product of (i) the Note Payment with respect to such Quarterly Payment Date,
times (ii) the New NPV Ratio.

“New NPV Ratio” means:

(a) in the event of a CTE Redemption Event, if the Aggregate Actual RPI-CAO Purchased Amount as of the
Redemption Date is 0, 0, and

(b) otherwise, in the event of a CTE Redemption Event, the ratio of (i) the net present value, discounted at the
Coupon to the end of the Interest-Only Period, of the Aggregate Actual Purchased RPI-CAOs as of the
Redemption Date net of Structure Costs, over (ii) the Series Issuance Amount.

“New Principal Payment” means, for each Quarterly Payment Date related to the Notes occurring after a
Redemption Date (a) but during the Interest-Only Period, no principal payment amounts, and (b) after the Interest-Only
Period, the New Note Payment with respect to such Quarterly Payment Date, less the New Interest Payment with respect
to such Quarterly Payment Date.

“New York UCC” means the Uniform Commercial Code as in effect from time to time in the State of New
York.

“Non-U.S. Person” means any person that is not a “U.S. person” (as defined in Regulation S).

“Note Custodian” means the Indenture Trustee or any other Person appointed as custodian with respect to any
Global Note.

“Note Payment” means, with respect to each Quarterly Payment Date related to the Notes occurring prior to the
occurrence of any Redemption Event, the amount set out in the Initial Amortization Schedule under the column headed
“2015-1 Note Payment” in Schedule 1 of the Indenture, with respect to such Quarterly Payment Date.

“Note Payment Date” means a Quarterly Payment Date or any other date on which a payment in respect of the
Notes is due and payable (including upon acceleration or redemption).

“Note Principal Balance” means, with respect to the Notes as of any date of determination, the aggregate
outstanding principal balance of the Notes on such date of determination after giving effect to all repayments (including
on redemption or acceleration) of principal made on the Notes by the Issuer in accordance with the Indenture on or prior
to such date of determination.

“Note Proceeds Account” means the Series 2015-1 Note Proceeds Account established by the Securities
Intermediary in the name of the Issuer pursuant to the Indenture.

“Note Purchase Agreement” means (i) the note purchase agreement dated the date of these Listing Particulars
among the Issuer, the Shareholders, the RPI-CAO Purchaser, the Concessionaire and the Global Coordinators (acting on
behalf of themselves and as the representatives of the rest of the Initial Purchasers), pursuant to which the Issuer will sell
and the Initial Purchasers will purchase the Notes, and/or (ii) any note purchase agreement entered into by the Issuer with
respect to any Additional Notes, as applicable.

“Note Register” means a register of the Notes and of their transfer and exchange.

“Notes” has the meaning set forth on the front cover page of these Listing Particulars.

“Notice of Sale” means a notice of sale and instructions (a) during the Construction Facility Term, signed by
the Concessionaire and the Construction Facility Trustee and delivered by the Construction Facility Trustee to the Issuer,
the RPI-CAO Purchaser, the Peruvian Trustee, the Sub-Collateral Agent, the Indenture Trustee and the Calculation
Agent, and (b) during the Concessionaire Term, signed by the Concessionaire and delivered to the Issuer, the RPI-CAO
Purchaser, the Peruvian Trustee, the Sub-Collateral Agent, the Indenture Trustee and the Calculation Agent, in
accordance with the Peruvian Trustee Side Letter, the Project Trust Agreement and the Construction Facility Trust
Agreement (as applicable).

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 “Offering” means the offering of the Notes.

“Officer” means, as to any Person, the chairman, the vice chairman, a manager, the president, the vice
president, the secretary or a director of such Person.

“Officer’s Certificate” means (i) as to the Concessionaire (in whatever capacity), a certificate signed by at least
one duly authorized Officer thereof, and (ii), as to any other Person, a certificate signed by two Officers of such Person
(one of which shall be a director of such Person).

“Official Gazette” means El Peruano, or any successor official gazette for Peru.

“Opinion of Counsel” means a written opinion of internationally recognized counsel who is reasonably
acceptable to the Indenture Trustee.

“OSITRAN” or “Regulator” means the Peruvian Supervising Entity of Investment in Public Transport
Infrastructure Facilities (Organismo Supervisor de la Inversión en Infraestructura de Transporte de Uso Público).

“Other Purchasers” means any Person, other than the RPI-CAO Purchaser, to which the Concessionaire sells,
or enters into any commitment to sell, Base RPI-CAOs or any Additional Eligible RPI-CAOs (or any interest therein).

“Outstanding” means, as of the date of determination, Notes authenticated and delivered under the Indenture,
except:

(a) Notes which have been cancelled by the Indenture Trustee or delivered to the Indenture Trustee for
cancellation as of such date of determination,

(b) Notes as of such date of determination, or portions thereof, for whose full payment or redemption money in
the necessary amount has been deposited with the Indenture Trustee or any paying agent (other than the
Issuer) in trust or set aside and segregated in trust by the Issuer (if the Issuer is acting as its own paying
agent) for the Holders of such Notes; provided that, if the Notes are to be redeemed, notice of such
redemption has been duly given pursuant to the Indenture or provision therefore satisfactory to the
Indenture Trustee has been made, and

(c) Notes which, as of such date of determination, have been surrendered pursuant to the Indenture or in
exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to the
Indenture,

provided that in determining whether the Holders of the requisite principal amount of the Outstanding Notes have given
any request, demand, authorization, direction, notice, consent or waiver under the Indenture, Notes owned by the Issuer
or any other obligor upon the Notes or any Affiliate of the Issuer or of such other obligor will be disregarded and deemed
not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Trust Officer actually
knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with
respect to such Notes and that the pledgee is not the Issuer or any other obligor upon the Notes or any Affiliate of the
Issuer or of such other obligor.

“Ownership Interests” means any direct or indirect legal or beneficial ownership interest in Capital Stock of
the Concessionaire.

“Paying Agent” means Citibank, N.A., not in its individual capacity, but solely as paying agent.

“Payment Account” means the deposit account or accounts to which payments from the RPI-CAO Purchaser to
the Concessionaire or the Construction Facility Trust will be made, as applicable, pursuant to the RPI-CAO Purchase
Agreement, the details of which will be set forth in each Notice of Sale or otherwise provided in writing by the
Concessionaire or the Construction Facility Trustee, as applicable, to the RPI-CAO Purchaser and the Indenture Trustee,
failing which during the Concessionaire Term is will be the account specified in the RPI-CAO Purchase Agreement.

“Permitted Creditors” means any Person or Persons qualifying as an Acreedor Permitido under the
Concession Agreement.

“Permitted Disposition” means a Disposition of Ownership Interests by any Shareholder to any other person
that satisfies the following conditions:

(a) if such Disposition is made prior to the end of the Availability Period, no Commitment Termination
Event would result from such Disposition,

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(b) no violation of applicable law, the Concession Agreement or any Principal Finance Agreement would
result from such Disposition, and, if required by the Concession Agreement or applicable law, all
governmental approvals have been obtained in connection with such Disposition, and

(c) if such transferee is not already a Shareholder, the transfer of the Ownership Interest subject to the
relevant Disposition is effected pursuant to an assignment and assumption agreement executed and
delivered to the Indenture Trustee in accordance with the Share Transfer Restrictions Agreement (it
being understood that options and warrants and other similar rights may be documented pursuant to
separate documentation with the transfer of ownership being implemented pursuant to an Assignment
and Assumption Agreement).

“Permitted Investments” means:

(a) investments in any and all of the following categories (i) through (v) in which up to 100% of the funds
in the IDC Account, the Disbursement Collateral Account and the Expense Account may be invested at
any given time:

(i) Dollars,

(ii) any Debt with a maturity of ninety days or less denominated in Dollars, or if there are no penalties
for early redemption, with a maturity of one year or less issued or directly and fully guaranteed or
insured by the U.S. or any agency or Governmental Authority thereof, provided that the full faith
and credit of the U.S. is pledged in support thereof,

(iii) (a) demand deposits, (b) bankers’ acceptances with maturities not exceeding 90 days, or if there
are no penalties for early redemption, with a maturity not exceeding one year from the date of
acquisition, and (c) overnight bank deposits, in each case with any bank or trust company
organized or licensed under the laws of the U.S. or any state thereof having capital, surplus and
undivided profits in excess of U.S.$500.0 million whose long-term debt is rated “A-” (or such
similar equivalent rating) or higher by Fitch and “A-” (or such similar equivalent rating) or higher
by S&P on the international scale, and “A3” (or such similar equivalent rating) or higher by
Moody’s,

(iv) repurchase obligations with a term of not more than seven days for underlying securities of the
type described in clauses (ii) and (iii) above entered into with any financial institution meeting the
qualifications specified in clause (iii) above,

(v) shares of any U.S. money market fund (including any such fund managed or advised by the
Indenture Trustee or any of its Affiliates) that (a) invests with the goal of maintaining a stable neet
asset value of $1.00 per share, (b) has net assets in excess of U.S.$500.00 million, and (c) has
obtained from Fitch, S&P and Moody's the highest rating obtainable for money market funds in
the United States; provided, however, that the maturities of the instruments in which such money
market funds invest shall not exceed 397 days,

(b) investments in a combination of or any one of the following categories (i) through (vi) in which up to
30% of the funds in the IDC Account, the Disbursement Collateral Account and the Expense Account
may be invested at any given time:

(i) time deposits and certificates of deposit with maturities of 90 days or less, or if there are no
penalties for early redemption, with a maturity of one year or less from the date of acquisition,
with any bank or trust company organized or licensed under the laws of the U.S. or any state
thereof having capital, surplus and undivided profits in excess of U.S.$500.0 million whose long-
term debt is rated “A-” (or such similar equivalent rating) or higher by Fitch, and “A-” (or such
similar equivalent rating) or higher by S&P on the international scale, and “A3” (or such similar
equivalent rating) or higher by Moody’s,

(ii) any Debt with a maturity of ninety days or less denominated in Dollars, or if there are no penalties
for early redemption, with a maturity of one year or less, issued or directly and fully guaranteed or
insured by Peru or any agency or Governmental Authority thereof, provided that the full faith and
credit of Peru is pledged in support thereof,

(iii) (a) demand deposits, (b) time deposits and certificates of deposit with maturities of 90 days or
less, or if there are no penalties for early redemption, with a maturity of one year or less from the

- A-13-
 date of acquisition, (c) bankers’ acceptances with maturities not exceeding 90 days, or if there are
no penalties for early redemption, with a maturity not exceeding one year from the date of
acquisition, and (d) overnight bank deposits, in each case denominated in Dollars and with any
bank or trust company organized or licensed under the laws of Peru or any political subdivision
thereof having capital, surplus and undivided profits in excess of U.S.$500.0 million whose long-
term debt is rated “AA-” on the Peruvian scale (or such similar equivalent rating) or higher by at
least one Peruvian rating agency and at least “BBB” by Fitch, “BBB” by S&P on the international
scale, and “Baa1” by Moody’s,

(iv) repurchase obligations with a term of not more than seven days for underlying securities of the
type described in clauses (ii) and (iii) above entered into with any financial institution meeting the
qualifications specified in clause (iii) above,

(v) shares of any non-U.S. domiciled money market fund or any U.S. money market fund (including
any such fund managed or advised by the Indenture Trustee or any of its Affiliates) that does not
meet the requirements in clause (a)(v) above but has (i) obtained from Fitch, S&P and Moody's
the highest rating obtainable for money market funds in the United States and (ii) has net assets in
excess of U.S.$500.00 million; provided, however, that the maturities of the instruments in which
such money market funds invest shall not exceed 397 days,

(vi) commercial paper rated at least “F1” by Fitch, “A-1” by S&P and “P-1” by Moody’s and maturing
no later than ninety days, or if there are no penalties for early redemption, with a maturity no later
than one year after the date of acquisition, and

provided; that such percentage restrictions in this clause (b) shall not apply once the RPI-CAOs
constitute at least 60% of the Issuer’s total assets; and

(c) with respect to any Additional Series, as specified in the relevant Indenture Supplement for such
Additional Series.

“Permitted Issuance” means an issuance or allotment of any Capital Stock of the Concessionaire to any Person
that satisfies the following conditions:

(a) if such issuance or allotment is made prior to the end of the Availability Period, no Commitment
Termination Event would result from such issuance or allotment,

(b) no violation of applicable Law, the Concession Agreement or any Principal Finance Agreement would
result from such issuance or allotment, and, if required by the Concession Agreement or applicable
Law, all Governmental Approvals have been obtained in connection with such issuance or allotment,
and

(c) on or prior to such issuance or allotment, the recipient of such issued or allotted Capital Stock, if such
recipient is not already a Shareholder, shall have executed and delivered to the Indenture Trustee an
Assignment and Assumption Agreement (it being understood that options and warrants and other
similar rights may be documented pursuant to separate documentation with the transfer of ownership
being implemented pursuant to an Assignment and Assumption Agreement).

“Permitted Liens” means, without duplication, any of the following types of Liens and which, in the case of
clause (b), do not exist at any time over the Purchased RPI-CAOs, the Accounts or the Permitted Investments: (a) Liens
specifically required or created by the Security Documents, and (b) Liens for Taxes which are either not yet due, are due
but payable without penalty or are the subject of a good faith contest.

“Person” means any individual, sole proprietorship, corporation, partnership, joint venture, limited liability
company, company, voluntary association, trust, association, unincorporated organization or other enterprise, institution,
Governmental Authority or any other entity.

“Peru” means the Republic of Peru.

“Peruvian Business Day” means any day (other than a Saturday or Sunday) on which commercial banks are
not authorized or required to close in Lima, Peru.

“Peruvian GAAP” means the generally accepted accounting principles as in effect from time to time in Peru,
referred to in the Accounting Standard Committee Resolution 013-98-EF/93.01, as amended or replaced, or IFRS, if
applicable, according to Peruvian Law No. 29720 and SMV Resolution No. 011-2012-SMV101.

- A-14-
 “Peruvian Nuevo Sol”, “Peruvian Nuevos Soles”, or “S/”. means such coin or currency of the Republic of
Peru as at the time of payment shall be legal tender for the payment of public and private debts.

“Peruvian Public Registry” means the applicable registry within the National System of Public Registries
(Sistema Nacional de los Registros Públicos) created by Law 26366, which is under the supervision and control of the
National Public Registries Superintendency (Superintendencia Nacional de los Registros Públicos - SUNARP).

“Peruvian Security Documents” means each Security Document governed by Peruvian law.

“Peruvian Trustee” means Citibank del Perú S.A. in its capacity as trustee under the Project Trust Agreement
or any successor thereof.

“Peruvian Trustee Fee Account” means the Cuenta de Honorarios established by the Peruvian Trustee
pursuant to the Project Trust Agreement.

“Peruvian Trustee Side Letter” means the Peruvian Trustee side letter dated on or about the Closing Date
among the Issuer, the RPI-CAO Purchaser, the Concessionaire, the Sub-Collateral Agent and the Peruvian Trustee, with
the intervention of Citibank, N.A., acting not in its individual capacity but solely as Indenture Trustee, as a third party
beneficiary thereunder, as the same may be acceded to by the Construction Facility Trustee and amended and/or replaced
upon a resignation or removal of the Peruvian Trustee.

“PFIC” means a “passive foreign investment company” as defined in Section 1297(a) of the Code.

“Phase” means Phase 1, Phase 2 or Phase 3, as applicable.

“Phase 1” means the first phase, or Primera Etapa (as defined in the Concession Agreement) of the Project,
which consists of Phase 1-A and Phase 1-B.

“Phase 1-A” means Primera Etapa A (as defined in the Concession Agreement) of Phase 1 of the Project.

“Phase 1-B” means Primera Etapa B (as defined in the Concession Agreement) of Phase 1 of the Project.

“Phase 2” means the second phase, or Segunda Etapa (as defined in the Concession Agreement) of the Project.

“Phase 3” means the third phase, or Tercera Etapa (as defined in the Concession Agreement) of the Project.

“Plans” mean any “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of
ERISA, a “plan” as defined in and subject to Section 4975 of the Code or an entity deemed to hold plan assets of any of
the foregoing.

“PPMR” or “Rolling Stock Supply Payments” has the meaning set forth under “The Project and Financing
for the Project—The Project—Financing Plan.”

“PPO” or “Construction Payments” has the meaning set forth under “The Project and Financing for the
Project—The Project—Financing Plan.”

“Principal Finance Agreements” means the RPI-CAO Purchase Agreement, the Issuer Purchase Agreement,
the Indenture, each Indenture Supplement, the Sub-Collateral Agency Agreement, the Notes, the Note Purchase
Agreements, the CTE Protection Agreements, the Share Transfer Restrictions Agreement, the Project Trust Agreement,
the Peruvian Trustee Side Letter, the Fee Letters, the RPI-CAO Side Letter and the Security Documents.

“Principal Payment” means, with respect to each Quarterly Payment Date related to the Notes occurring prior
to the occurrence of a CTE Redemption Event, the amount set forth in the Initial Amortization Schedule under the
column headed “2015-1 Principal Payment” in Schedule 1 of the Indenture with respect to such Quarterly Payment Date.

“Principal Project Documents” means, collectively, the Concession Agreement, the EPC Contract and the
Technical Assistance Agreement.

“ProInversión” means the Peruvian Private Investment Promotion Agency (Agencia de Promoción de la
Inversión Privada).

“Project” means the design, finance, construction, operation, maintenance, Electromechanical Equipping,
Systems Equipping and Rolling Stock Supply of Line 2 and the Faucett-Gambetta Branch of the Lima and Callao Metro,
pursuant to the Concession Agreement.

“Project Trust” means the Peruvian trust created pursuant to the Project Trust Agreement.

- A-15-
 “Project Trust Accounts” means, collectively, the Cofinancing Account, the Collection Account, the Reserve
Account, the RPI Reserve Account, the RPMO Account, the Contingency Account and the Peruvian Trustee Fee
Account.

“Project Trust Agreement” means the Contrato de Fideicomiso de Administración dated as of July 15, 2014,
among the Concessionaire, the Grantor and the Peruvian Trustee, as amended.

“Property” of any Person means any property, rights or revenues, or interests therein, of such Person.

“Protection Collateral Account” means the Series 2015-1 Protection Collateral Account established by the
Securities Intermediary in the name of the Issuer pursuant to the Indenture.

“Protection Collateral Account Balance” means, at any time, the balance of the Protection Collateral Account
at such time.

“Protection Collateral Required Amount” means, at any time, an amount in U.S. Dollars equal to the CTE
Protection Base Amount at such time, if any.

“Protection Collateral Value” means, at any time, the sum of (a) the Protection Collateral Account Balance at
such time, and (b) the aggregate undrawn face values of all Protection Letters of Credit held by the Protection LC
Beneficiary at such time.

“Protection LC Beneficiary” means Citibank, N.A., as Indenture Trustee for the benefit of the Issuer (pursuant
to the assignment by the RPI-CAO Purchaser under the Issuer Purchase Agreement), with respect to any Protection
Letter of Credit governed by New York law.

“Protection Letter of Credit” means a standby letter of credit issued by an Approved Protection Letter of
Credit Provider payable in U.S. Dollars substantially in the form set required in the CTE Protection Agreement.

“Purchase” means each purchase pursuant to the RPI-CAO Purchase Agreement by the RPI-CAO Purchaser
from the Concessionaire of Eligible RPI-CAOs, together with all related rights in connection therewith.

“Purchase Date” means the date specified in a Notice of Sale (or if such day is not a Business Day, the
immediately following Business Day) on which a purchase of Eligible RPI-CAOs is to occur or occurs under the RPI-
CAO Purchase Agreement, which date will not be earlier than the eighth Business Day after delivery of the related
Notice of Sale.

“Purchase Documents” means, collectively, the RPI-CAO Purchase Agreement, the Works Progress
Certificates, the Rolling Stock Supply Certificates (if any), the Adjustment and Liquidation Certificates, the RPI-CAO
Certificates, the Project Trust Agreement, the CTE Protection Agreements, the Share Transfer Restrictions Agreement
and the Peruvian Trustee Side Letter.

“Purchase Price” means, with respect to any Eligible-RPI-CAOs to be purchased under the RPI-CAO Purchase
Agreement on any Purchase Date, the product of (a) U.S.$853,150,712.69, and (b) the percentage (rounded to the fourth
decimal place) of the Expected Aggregate RPI-CAO Purchase Amount represented by the aggregate RPI-CAO Face
Value Amount of the Eligible RPI-CAOs being sold under the related Notice of Sale; it being understood that the
Purchase Price per percentage of additional Expected Aggregate RPI-CAO Purchase Amount will be determined in
accordance with the RPI-CAO Purchase Agreement.

“Purchased RPI-CAO” means any Eligible RPI-CAO, together with all related rights in connection therewith,
purchased by the RPI-CAO Purchaser from the Concessionaire pursuant to the RPI-CAO Purchase Agreement and by the
Issuer from the RPI-CAO Purchaser pursuant to the Issuer Purchase Agreement.

“QEF” means a “qualified electing fund” as defined in Section 1295(a) of the Code.

“QEF Election” means an election described in section 1295(b) of the Internal Revenue Code.

“QIB” means a “qualified institutional buyer” (as such term is defined in Rule 144A under the Securities Act).

“Quarterly Payment Date” means each date listed in the applicable Amortization Schedule in the Indenture
under the column headed “Quarterly Payment Date” applicable to each Series.

“Rating Agencies” means Moody’s, S&P and Fitch.

- A-16-
 “Rating Agency Condition” means, with respect to a fact, event, circumstance or action, that each Rating
Agency has confirmed in writing that such fact, event, circumstance or action will not result in a reduction or withdrawal
of the then-current ratings of Notes then rated by such Rating Agency.

“Rating Agency Fee Letters” means (i) the fee letter dated May 12, 2014 between the Concessionaire and
Fitch, (ii) the fee letter and side letter dated June 16, 2014 between the Concessionaire and Moody’s, and (iii) the fee
letter dated May 9, 2014 between the Concessionaire and S&P.

“Record Date” means the date which is 15 calendar days preceding a Note Payment Date (whether or not a
Business Day).

“Redemption Account” means the Series 2015-1 Redemption Account to be established by the Securities
Intermediary in the name of the Issuer pursuant to the Indenture.

“Redemption Date” means, with respect to any redemption of the Notes pursuant to the Indenture, the
redemption date determined in accordance with the Indenture or the applicable Indenture Supplement.

“Redemption Event” means (a) with respect to the Series 2015-1 Notes, a CTE Redemption Event, and (b)
with respect to any other Series, a redemption event as set forth in the applicable Indenture Supplement.

“Redemption Price” means the redemption price to be calculated by the Calculation Agent with respect to the
redemption of any Series of Notes in accordance with Schedule 2 of the Indenture.

“Register of Titleholders” means the register of all RPI-CAO Titleholders (Registro de Titulares) maintained
by the Peruvian Trustee pursuant to the Project Trust Agreement.

“Registrar” means an office or entity in Jersey City, New Jersey or the Borough of Manhattan, City of New
York, designated by the Issuer as such where Notes may be presented for registration of transfer or for exchange.

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Certificated Note” means a Certificated Note that has been received in exchange for an interest
in a Regulation S Global Note in accordance with the terms of the Indenture.

“Regulation S Global Note” means, individually or collectively, each of the Regulation S global notes issued
in accordance with the Indenture.

“Regulation S Note” means a Regulation S Global Note or a Regulation S Certificated Note, as applicable.

“Relevant Jurisdiction” means any jurisdiction in which the Issuer, the Indenture Trustee or any Paying Agent,
or any successor thereto, is organized or resident for Tax purposes, and any political subdivision or taxing authority
thereof or therein, and any jurisdiction from which or through which payments are made with respect to the Notes.

“Restricted Payment” means (a) any payment or application of any of the Issuer’s assets to purchase, redeem
or otherwise retire shares or any other equity interests in the Issuer, (b) any distribution by way of reduction of capital,
split-up or division and liquidation or otherwise in respect of any of the shares or equity interests in the Issuer, (c) any
other distribution of assets, property, cash, rights, obligations or securities or on account of any equity interest in the
Issuer, (d) any reduction in the capital of the Issuer, or (e) any payment to an Affiliate of the Issuer other than fees
payable to the Administrator of the Issuer pursuant to the related Administration Agreement.

“Revenue Account” means the Revenue Account established by the Securities Intermediary in the name of the
Issuer pursuant to the Indenture.

“Revised Amortization Schedule” means a revised amortization schedule duly completed by the Calculation
Agent upon (a) Additional Notes being issued pursuant to the Indenture, or (b) the Notes being partially redeemed in
accordance with the Indenture.

“Rolling Stock Provider” means AnsaldoBreda.

“Rolling Stock Supply Advance” means the progress by the Concessionaire for the execution of a milestone
(hito) corresponding to Rolling Stock Supply.

“Rolling Stock Supply Certificate” or “CAO-MR” means a certificate of Rolling Stock Supply Advance of
the Project (Certificado de Avance de Provisión de Material Rodante) issued by OSITRAN.

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 “Rolling Stock Supply Milestone” means a Rolling Stock Supply milestone (hito) composed of a series of
Rolling Stock Supply Advances executed in accordance with the Concession Agreement and the Milestone Schedule.

“Rolling Stock Supply Performance Bond” has the meaning set forth under “Description of Principal Project
Documents—The Concession Agreement—Concessionaire Perfomance Bonds.”

“RPI” means the Retribución por Inversión, which is an unconditional and irrevocable payment obligation of
the Grantor, acting through the MTC and payable through the Project Trust, to compensate part of the Works and Rolling
Stock Supply financed by the Concessionaire and which is payable in accordance with the Concession Agreement, the
corresponding Works Progress Certificate, Rolling Stock Supply Certificate (if any) and Adjustment and Liquidation
Certificate, RPI-CAO Certificate and the Project Trust Agreement, which must be paid on a quarterly basis on each RPI-
CAO Payment Date.

“RPI-CAO” means the contractual right to payment in U.S. Dollars established pursuant to the Concession
Agreement which vests upon the issuance of each Works Progress Certificate, Rolling Stock Supply Certificate (if any)
and Adjustment and Liquidation Certificate issued by OSITRAN to the Concessionaire, as evidenced in the
corresponding RPI-CAO Certificate issued by the Grantor, acting through the MTC. Each RPI-CAO is the unconditional
and irrevocable payment obligation of the Grantor, acting through the MTC, through the Project Trust, that is owed to the
RPI-CAO Titleholder of such RPI-CAO and is payable as part of an RPI-CAO quarterly series payable over 15 years.

“RPI-CAO Certificate” means a certificate issued by the MTC pursuant to the Concession Agreement, a form
of which is set forth in Annex 5, Appendix 2-A of the Concession Agreement, which has been deposited in the Project
Trust, that evidences the unconditional and irrevocable payment obligation of the Grantor (acting through the MTC) to
make, through the Project Trust, the RPI-CAO payments set forth in such certificate, in accordance with the terms of the
Concession Agreement, the Project Trust Agreement and such certificate.

“RPI-CAO Face Value Amount” means the amount of all RPI-CAO Quarterly Series payments to be made
under any RPI-CAO Certificate.

“RPI-CAO Payment Date” means, during the RPI Payment Period, the 28th day of each March, June,
September and December, as set forth in Appendix A of each RPI-CAO Certificate (unless such day is not a Peruvian
Business Day, in which case the RPI-CAO Payment Date will be the immediately following Peruvian Business Day).

“RPI-CAO Purchase Agreement” means the RPI-CAO Sale and Purchase Agreement to be dated on or about
the Closing Date between the Concessionaire and the RPI-CAO Purchaser.

“RPI-CAO Purchaser” means Lima Metro Line 2 Bond RPI-CAO Purchase LLC, a limited liability company
organized under the laws of the State of Delaware, United States of America.

“RPI-CAO Quarterly Series” means a series of 60 quarterly RPI-CAO payments specified in the relevant RPI-
CAO Certificate that are scheduled to occur on each RPI-CAO Payment Date, with the first such payment to occur no
later than September 28, 2019.

“RPI-CAO Side Letter” means a side letter agreement in substantially the form attached as an exhibit to the
Indenture to be entered into among the Issuer, the Concessionaire, the RPI-CAO Purchaser and the Construction Facility
Trustee , and acknowledged by the Indenture Trustee and the Sub-Collateral Agent, on or prior to the commencement of
the Construction Facility Term.

“RPI-CAO Titleholder” means the Person in whose name title to a total or partial RPI-CAO is registered in the
Register of Titleholders maintained by the Peruvian Trustee.

“RPI-MR” means the Retribución por Inversión en Material Rodante, which is an unconditional and
irrevocable payment obligation of the Grantor, acting through the MTC and payable through the Project Trust, with
respect to obligatory investments (Inversiones Obligatorias, as defined in the Concession Agreement) in Rolling Stock
Supply payable in accordance with the Concession Agreement, the corresponding Rolling Stock Supply Certificate (if
any) and Adjustment and Liquidation Certificate, RPI-CAO Certificate and the Project Trust Agreement.

“RPI-Obras” means the Retribución por Inversión en Obras, which is an unconditional and irrevocable
payment obligation of the Grantor, acting through the MTC and payable through the Project Trust, with respect to
obligatory investments (Inversiones Obligatorias, as defined in the Concession Agreement) in works payable in
accordance with the Concession Agreement, the corresponding Works Progress Certificate and Adjustment and
Liquidation Certificate, RPI-CAO Certificate and the Project Trust Agreement.

“RPI Account” means the Cuenta RPI established by the Peruvian Trustee pursuant to the Project Trust
Agreement.

- A-18-
 “RPI Milestone” means a Work Milestone or a Rolling Stock Supply Milestone, which is composed of a series
of Work Advances or Rolling Stock Supply Advances, respectively, as set forth by the Concessionaire in the Milestone
Schedule.

“RPI Payment Period” means the period during which Purchased RPI-CAOs are to be paid pursuant to the
Concession Agreement, the Project Trust Agreement and the RPI-CAO Certificates related to such Purchased RPI-
CAOs, which as of the date of these Listing Particulars is 15 years after the first scheduled RPI-CAO Payment Date to
occur following (x) the commencement of commercial operations of Phase 2 of the Project, or (y) 65 months after the
date of execution of the Concession Agreement (i.e., September 28, 2019).

“RPI Reserve Account” means the Cuenta de Reserva established by the Peruvian Trustee pursuant to the
Project Trust Agreement.

“RPMO” means the Retribución por Mantenimiento y Operación, which is an annual payment obligation of the
Grantor (acting through the MTC) and payable through the Project Trust, in accordance with the Concession Agreement.

“RPMO Account” means the Cuenta RPMO established by the Peruvian Trustee pursuant to the Project Trust
Agreement.

“Rule 144A” means Rule 144A under the Securities Act (or any successor rule).

“Rule 144A Certificated Note” means a Certificated Note that has been received in exchange for an interest in
a Rule 144A Global Note in accordance with the terms of the Indenture.

“Rule 144A Global Note” means, individually or collectively, each of the Rule 144A Global Notes issued in
accordance with the Indenture.

“Rule 144A Note” means a Rule 144A Global Note or a Rule 144A Certificated Note, as applicable.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Companies, Inc., and its
successors (including the surviving entity of any merger with another rating agency).

“Salini Impregilo” means Salini Impregilo S.p.A., a società per azioni organized under the laws of Italy.

“SBS” means the Peruvian Superintendency of Banks, Insurance and Pension Funds (Superintendencia de
Banca, Seguros y AFPs) or any successor thereto.

“Secured Parties” means (a) the Indenture Trustee and the Sub-Collateral Agent, in each case for itself and on
behalf of the Holders, and (b) the Holders.

“Securities Intermediary” means Citibank, N.A., in its capacity as Securities Intermediary under the
Indenture.

“Security Documents” means, collectively, each Protection Letter of Credit (as defined in each CTE Protection
Agreement), the Indenture, each Indenture Supplement, the Sub-Collateral Agency Agreement, the assignment
agreement related to the Peruvian Trustee Side Letter and any other agreement, document, registration or filing that
creates or perfects any Lien, charge or security interest in favor of the Indenture Trustee to secure the obligations of the
Issuer, the Concessionaire, any of its Affiliates, the CTE Protection Provider, the Grantor or the MTC under the Principal
Finance Agreements for the benefit of the Holders.

“Series” means each series of notes issued under the Indenture and pursuant to any applicable Indenture
Supplement, including the Notes.

“Series Issuance Amount” means the Outstanding amount of the Notes as of the Closing Date.

“Share Transfer Restrictions Agreement” means the Share Transfer Restrictions Agreement to be dated on or
about the Closing Date among the Shareholders, the RPI-CAO Purchaser, the Concessionaire and the Indenture Trustee.

“Shareholder” means (a) each of Iridium, Vialia, Salini Impregilo, Ansaldo STS, AnsaldoBreda and COSAPI,
and (b) any Person that has acceded to the Share Transfer Restrictions Agreement as a “Shareholder” in accordance with
the Share Transfer Restrictions Agreement (except to the extent that any such Person has ceased to be a “Shareholder” in
accordance with the Share Transfer Restrictions Agreement).

“SMV” means the Peruvian Superintendency of Securities Markets (Superintendencia del Mercado de Valores)
or any successor thereto.

- A-19-
 “Strategic Partner” means Iridium and its successors.

“Structure Costs” means the budget for the fees and expenses payable by the Issuer from the date starting on
first.rpi (as defined in Annex B—CTE Protection Agreement Scenarios) and ending on n.rpi, (as defined in Annex B—
CTE Protection Agreement Scenarios) corresponding to an amount of U.S.$68,948.05 per Quarterly Payment Date.

“Sub-Collateral Agency Agreement” means the Sub-Collateral Agency Agreement to be dated on or about the
Closing Date among the Issuer, the Indenture Trustee and the Sub-Collateral Agent.

“Sub-Collateral Agent” means Citibank del Perú S.A., in its capacity as Sub-Collateral Agent under the Sub-
Collateral Agency Agreement or any successor thereof.

“SUNAT” means the Peruvian National Superintendency of Taxation and Customs Administration
(Superintendencia Nacional de Aduanas y de Administración Tributaria).

“Tariff” means the economic compensation to be charged by the Concessionaire to the users Line 2 and the
Faucett-Gambetta Branch for the public transportation service to be provided under the Concession, net of any taxes that
may be applicable as of the date following the date of execution of the Commercial Operation Statement.

“Taxes” means any present or future taxes, levies, imposts, duties, deductions, withholdings, fees, liabilities and
similar charges (and any interest, addition to tax, or penalties imposed with respect thereto) imposed by or on behalf of
any Governmental Authority including any value-added tax or stamp tax.

“Technical Assistance Agreement” means the Contrato de Asistencia Técnica para la Operación del Proyecto
“Línea 2 y Ramal Av. Faucett – Av. Gambetta de la Red Básica del Metro de Lima y Callao” dated April 25, 2014
between the Concessionaire and the Technical Assistance Provider.

“Technical Assistance Provider” means Metro de Madrid, S.A., a sociedad anónima organized under the laws
of the Kingdom of Spain.

“Transaction Documents” means the Purchase Documents and the Principal Project Documents.

“Trust Officer” means any officer within the corporate trust department of the Indenture Trustee or any other
officer of the Indenture Trustee to whom any corporate trust matter is referred because of such Person’s knowledge of
and familiarity with the particular subject, in each such case, who will have direct responsibility for the administration of
the Indenture.

“U.S. Dollar”, “Dollar”, “U.S.$” or “$” means such coin or currency of the United States as at the time of
payment shall be legal tender for the payment of public and private debts.

“U.S. Holder” means a beneficial owner of a Note that is, for U.S. federal income tax purposes (i) an individual
citizen or resident of the United States, (ii) a corporation or entity taxable as a corporation created or organized in or
under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is
subject to United States Federal income taxation regardless of its source, or (iv) a trust if a court in the United States is
able to exercise primary supervision over the administration of the trust and one or more United States persons (as
defined in the Code) have the authority to control all substantial decisions of the trust.

“U.S. Person” means any person that is a “U.S. person” (as defined in Regulation S).

“UCC” means the Uniform Commercial Code as in effect from time to time in any Relevant Jurisdiction in the
United States.

“VAT Funding Facility” means the revolving credit facility to be entered into between the Concessionaire, as
borrower, and a Peruvian bank, as lender, following the Closing Date, pursuant to which such lender will provide a
revolving credit facility to the Concessionaire to be repaid with proceeds received by the Concessionaire from SUNAT as
recovery of value-added tax.

“Vialia” means Vialia Sociedad Gestora de Concesiones de Infraestructuras, S.L.U., a sociedad limitada
unipersonal organized under the laws of the Kingdom of Spain.

“Work Advance” means the quarterly progress by the Concessionaire for the execution of a milestone (hito)
corresponding to Works.

“Work Advance Report” means each report issued by the Regulator certifying the execution of the Works or
the Supply of Rolling Stock corresponding to each Work or Rolling Stock Supply Advance, as applicable.

- A-20-
 “Work Milestone” means a work milestone (hito) composed of a series of Work Advances executed in
accordance with the Concession Agreement and the Milestone Schedule.

“Works Progress Certificate” or “CAO” means a certificate of Work Advances of the Project (Certificado de
Avance de Obras) issued by OSITRAN.

- A-21-
 ANNEX B
CTE PROTECTION AGREEMENT SCENARIOS

This Annex contains the formulas that will be applied by the CTE Protection Provider and verified by the Calculation
Agent as and when required as provided for in the CTE Protection Agreement to determine the amount of the CTE
Protection Amount that will be payable.

Defined Terms

Capitalized terms used in this Annex will have the meaning given to such terms in the Listing Particulars, unless
otherwise defined herein.

“Accrued Interestn” means the accrued and unpaid interest on the Notes, from the Quarterly Payment Date preceding
the date up to but excluding the n date.

“Bond Outstandingn” means the outstanding principal balance of the Notes as of the n date (prior to the making of any
redemption payment on the Notes on such date).

“Cash Balancen” means the amount of any funds paid into or to be paid into the Redemption Account (without double
counting) from the Accounts in accordance with the Indenture, with the exclusion of the Protection Collateral Account.

“Coupon” means 5.875% per annum.

“CTE” means a Commitment Termination Event.

“CTE Redemption Date” or “t.CTE” means the Redemption Date.

“n.rpi” means July 5, 2034.

“first.rpi” means October 5, 2019.

“m” means the last day of the Interest-Only Period, which will occur on the Interest-Only Cutoff Date.

“RPI Flows on RPI.CAOs Purchasedn” means the cash flows expected to be received by the Issuer with respect to all
Purchased Eligible RPI-CAOs as of the n date.

“Structure Costs” means the budget for the fees and expenses payable by the Issuer from the date starting on first.rpi
and ending on n.rpi, corresponding to an amount of U.S.$68,948.05 per Quarterly Payment Date.

“∑ ” means the number of months between A and B.

- B-1-
Scenario 1a: (i) a CTE Redemption Event occurs prior to the end of the Interest-Only Period, and (ii) the CTE
Protection Payment Exemption does not apply.

The CTE Protection Amount payable on the CTE Redemption Date will be:

.
. .
.

, RPI lows on RPI. CAOs Purchased .

4
.
.

, Structure Costs 1 ∗ 1 .
4 12
. .

Scenario 1b: (i) a CTE Redemption Event occurs after the end of the Interest-Only Period, and (ii)the CTE
Protection Payment Exemption does not apply.

The CTE Protection Amount payable at CTE Redemption Date will be:

, RPI lows on RPI. CAOs Purchased .

4
.

. .

, Structure Costs 1 ∗ 1 .
4 12
.

- B-2-
 ANNEX C
CTE PROTECTION AMOUNT AND PROTECTION COLLATERAL REQUIRED AMOUNT

The tables on the following pages set forth the CTE Protection Amount and the Protection Collateral Required Amount
in different scenarios. The remaining balance at maturity of the Notes assumes that full and timely payment has been
made on all RPI-CAOs purchased by the Issuer. Amounts shown are rounded.

The first table below sets forth the fluctuation of the CTE Protection Amount and the Protection Collateral Required
Amount assuming that no Minimum Purchase Date, as in effect on the Closing Date, has been extended. Subsequent
tables reflect adjustments to the CTE Protection Amount and to the Collateral Required Amount that result from
extensions of the Minimum Purchase Dates derived from the RPI-CAO Purchase Agreement, assuming that no early
purchase of RPI-CAOs by the RPI-CAO Purchaser has been made.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

- C-1-
 Amounts in effect at the Closing Date Amounts in effect assuming a 3 month extension of the
Minimum Purchase Dates

Date Accumulated CTE Protection Remaining Date Accumulated CTE Protection Remaining
% of Net RPI- Protection Collateral Balance at % of Net RPI- Protection Collateral Balance at
CAOs Amount Required Maturity if CAOs Amount Required Maturity if
Purchased Amount CTE Purchased Amount CTE
Protection Protection
Amount Amount
Applied Applied
% (in millions of U.S. Dollars) % (in millions of U.S. Dollars)
7/6/2015 0.00% 36 99 0 7/6/2015 0.00% 36 113 0
8/6/2015 0.00% 42 99 0 8/6/2015 0.00% 42 113 0
9/6/2015 0.00% 47 99 0 9/6/2015 0.00% 47 113 0
10/6/2015 0.00% 53 99 0 10/6/2015 0.00% 53 113 0
11/6/2015 0.00% 59 99 0 11/6/2015 0.00% 59 113 0
12/6/2015 0.00% 64 99 0 12/6/2015 0.00% 64 113 0
1/6/2016 1.50% 70 99 0 1/6/2016 0.00% 70 113 0
2/6/2016 1.50% 76 99 0 2/6/2016 0.00% 76 113 0
3/6/2016 1.50% 81 99 0 3/6/2016 0.00% 81 113 0
4/6/2016 3.15% 84 99 0 4/6/2016 1.50% 87 113 0
5/6/2016 3.15% 90 99 0 5/6/2016 1.50% 92 113 0
6/6/2016 3.15% 95 99 0 6/6/2016 1.50% 98 113 0
7/6/2016 9.35% 90 99 0 7/6/2016 3.15% 101 113 0
8/6/2016 9.35% 94 99 0 8/6/2016 3.15% 106 113 0
9/6/2016 9.35% 99 99 0 9/6/2016 3.15% 111 113 0
10/6/2016 16.07% 90 98 0 10/6/2016 9.35% 104 113 0
11/6/2016 16.07% 94 98 0 11/6/2016 9.35% 109 113 0
12/6/2016 16.07% 98 98 0 12/6/2016 9.35% 113 113 0
1/6/2017 22.30% 88 95 0 1/6/2017 16.07% 103 111 0
2/6/2017 22.30% 92 95 0 2/6/2017 16.07% 107 111 0
3/6/2017 22.30% 95 95 0 3/6/2017 16.07% 111 111 0
4/6/2017 27.80% 84 90 0 4/6/2017 22.30% 99 106 0
5/6/2017 27.80% 87 90 0 5/6/2017 22.30% 102 106 0
6/6/2017 27.80% 90 90 0 6/6/2017 22.30% 106 106 0
7/6/2017 31.12% 84 89 0 7/6/2017 27.80% 93 99 0
8/6/2017 31.12% 86 89 0 8/6/2017 27.80% 96 99 0
9/6/2017 31.12% 89 89 0 9/6/2017 27.80% 99 99 0
10/6/2017 35.17% 79 84 0 10/6/2017 31.12% 92 97 0
11/6/2017 35.17% 81 84 0 11/6/2017 31.12% 95 97 0
12/6/2017 35.17% 84 84 0 12/6/2017 31.12% 97 97 0
1/6/2018 39.04% 73 76 0 1/6/2018 35.17% 86 91 0
2/6/2018 39.04% 75 76 0 2/6/2018 35.17% 88 91 0
3/6/2018 39.04% 76 76 0 3/6/2018 35.17% 91 91 0
4/6/2018 45.76% 53 56 0 4/6/2018 39.04% 78 82 0
5/6/2018 45.76% 55 56 0 5/6/2018 39.04% 80 82 0
6/6/2018 45.76% 56 56 0 6/6/2018 39.04% 82 82 0
7/6/2018 53.69% 25 26 0 7/6/2018 45.76% 57 60 0
8/6/2018 53.69% 26 26 0 8/6/2018 45.76% 59 60 0
9/6/2018 53.69% 26 26 0 9/6/2018 45.76% 60 60 0
10/6/2018 59.91% 0 0 0 10/6/2018 53.69% 27 28 0
11/6/2018 59.91% 0 0 0 11/6/2018 53.69% 27 28 0
12/6/2018 59.91% 0 0 0 12/6/2018 53.69% 28 28 0
1/6/2019 59.91% 0 0 0 1/6/2019 59.91% 0 0 0
2/6/2019 59.91% 0 0 0 2/6/2019 59.91% 0 0 0
3/6/2019 59.91% 0 0 0 3/6/2019 59.91% 0 0 0
4/6/2019 59.91% 0 0 0 4/6/2019 59.91% 0 0 0
5/6/2019 59.91% 0 0 0 5/6/2019 59.91% 0 0 0
6/6/2019 59.91% 0 0 0 6/6/2019 59.91% 0 0 0
7/6/2019 59.91% 0 0 0 7/6/2019 59.91% 0 0 0
8/6/2019 59.91% 0 0 0 8/6/2019 59.91% 0 0 0

- C-2-
Amounts in effect assuming a 6 month extension of the Minimum Amounts in effect assuming a 9 month extension of the Minimum
Purchase Dates Purchase Dates

Date Accumulated CTE Protection Remaini Date Accumulated CTE Protection Remaining
% of Net RPI- Protection Collateral ng % of Net RPI- Protection Collateral Balance at
CAOs Amount Required Balance CAOs Amount Required Maturity if
Purchased Amount at Purchased Amount CTE
Maturity Protection
if CTE Amount
Protectio Applied
n
Amount
Applied
% (in millions of U.S. Dollars) % (in millions of U.S. Dollars)
7/6/2015 0.00% 36 128 0 7/6/2015 0.00% 36 144 0
8/6/2015 0.00% 42 128 0 8/6/2015 0.00% 42 144 0
9/6/2015 0.00% 47 128 0 9/6/2015 0.00% 47 144 0
10/6/2015 0.00% 53 128 0 10/6/2015 0.00% 53 144 0
11/6/2015 0.00% 59 128 0 11/6/2015 0.00% 59 144 0
12/6/2015 0.00% 64 128 0 12/6/2015 0.00% 64 144 0
1/6/2016 0.00% 70 128 0 1/6/2016 0.00% 70 144 0
2/6/2016 0.00% 76 128 0 2/6/2016 0.00% 76 144 0
3/6/2016 0.00% 81 128 0 3/6/2016 0.00% 81 144 0
4/6/2016 0.00% 87 128 0 4/6/2016 0.00% 87 144 0
5/6/2016 0.00% 93 128 0 5/6/2016 0.00% 93 144 0
6/6/2016 0.00% 98 128 0 6/6/2016 0.00% 98 144 0
7/6/2016 1.50% 103 128 0 7/6/2016 0.00% 104 144 0
8/6/2016 1.50% 109 128 0 8/6/2016 0.00% 110 144 0
9/6/2016 1.50% 115 128 0 9/6/2016 0.00% 115 144 0
10/6/2016 3.15% 117 128 0 10/6/2016 1.50% 120 144 0
11/6/2016 3.15% 122 128 0 11/6/2016 1.50% 126 144 0
12/6/2016 3.15% 127 128 0 12/6/2016 1.50% 131 144 0
1/6/2017 9.35% 118 128 0 1/6/2017 3.15% 133 144 0
2/6/2017 9.35% 123 128 0 2/6/2017 3.15% 138 144 0
3/6/2017 9.35% 128 128 0 3/6/2017 3.15% 144 144 0
4/6/2017 16.07% 115 123 0 4/6/2017 9.35% 133 142 0
5/6/2017 16.07% 119 123 0 5/6/2017 9.35% 137 142 0
6/6/2017 16.07% 123 123 0 6/6/2017 9.35% 142 142 0
7/6/2017 22.30% 109 116 0 7/6/2017 16.07% 127 136 0
8/6/2017 22.30% 113 116 0 8/6/2017 16.07% 132 136 0
9/6/2017 22.30% 116 116 0 9/6/2017 16.07% 136 136 0
10/6/2017 27.80% 102 109 0 10/6/2017 22.30% 120 127 0
11/6/2017 27.80% 105 109 0 11/6/2017 22.30% 124 127 0
12/6/2017 27.80% 109 109 0 12/6/2017 22.30% 127 127 0
1/6/2018 31.12% 100 105 0 1/6/2018 27.80% 112 118 0
2/6/2018 31.12% 103 105 0 2/6/2018 27.80% 115 118 0
3/6/2018 31.12% 105 105 0 3/6/2018 27.80% 118 118 0
4/6/2018 35.17% 93 98 0 4/6/2018 31.12% 108 114 0
5/6/2018 35.17% 95 98 0 5/6/2018 31.12% 111 114 0
6/6/2018 35.17% 98 98 0 6/6/2018 31.12% 114 114 0
7/6/2018 39.04% 84 88 0 7/6/2018 35.17% 100 105 0
8/6/2018 39.04% 86 88 0 8/6/2018 35.17% 102 105 0
9/6/2018 39.04% 88 88 0 9/6/2018 35.17% 105 105 0
10/6/2018 45.76% 61 64 0 10/6/2018 39.04% 90 94 0
11/6/2018 45.76% 63 64 0 11/6/2018 39.04% 92 94 0
12/6/2018 45.76% 64 64 0 12/6/2018 39.04% 94 94 0
1/6/2019 53.69% 29 30 0 1/6/2019 45.76% 65 68 0
2/6/2019 53.69% 29 30 0 2/6/2019 45.76% 67 68 0
3/6/2019 53.69% 30 30 0 3/6/2019 45.76% 68 68 0
4/6/2019 59.91% 0 0 0 4/6/2019 53.69% 30 32 0
5/6/2019 59.91% 0 0 0 5/6/2019 53.69% 31 32 0
6/6/2019 59.91% 0 0 0 6/6/2019 53.69% 32 32 0
7/6/2019 59.91% 0 0 0 7/6/2019 59.91% 0 0 0
8/6/2019 59.91% 0 0 0 8/6/2019 59.91% 0 0 0

- C-3-
 Amounts in effect assuming a 12 month extension of the Amounts in effect assuming a 15 month extension of the
Minimum Purchase Dates Minimum Purchase Dates

Date Accumulated CTE Protection Remaining Date Accumulate CTE Protection Remaining
% of Net RPI- Protection Collateral Balance at d % of Net Protection Collateral Balance at
CAOs Amount Required Maturity if RPI-CAOs Amount Required Maturity if
Purchased Amount CTE Purchased Amount CTE
Protection Protection
Amount Amount
Applied Applied
% (in millions of U.S. Dollars) % (in millions of U.S. Dollars)
7/6/2015 0.00% 36 160 0 7/6/2015 0.00% 36 176 0
8/6/2015 0.00% 42 160 0 8/6/2015 0.00% 42 176 0
9/6/2015 0.00% 47 160 0 9/6/2015 0.00% 47 176 0
10/6/2015 0.00% 53 160 0 10/6/2015 0.00% 53 176 0
11/6/2015 0.00% 59 160 0 11/6/2015 0.00% 59 176 0
12/6/2015 0.00% 64 160 0 12/6/2015 0.00% 64 176 0
1/6/2016 0.00% 70 160 0 1/6/2016 0.00% 70 176 0
2/6/2016 0.00% 76 160 0 2/6/2016 0.00% 76 176 0
3/6/2016 0.00% 81 160 0 3/6/2016 0.00% 81 176 0
4/6/2016 0.00% 87 160 0 4/6/2016 0.00% 87 176 0
5/6/2016 0.00% 93 160 0 5/6/2016 0.00% 93 176 0
6/6/2016 0.00% 98 160 0 6/6/2016 0.00% 98 176 0
7/6/2016 0.00% 104 160 0 7/6/2016 0.00% 104 176 0
8/6/2016 0.00% 110 160 0 8/6/2016 0.00% 110 176 0
9/6/2016 0.00% 115 160 0 9/6/2016 0.00% 115 176 0
10/6/2016 0.00% 121 160 0 10/6/2016 0.00% 121 176 0
11/6/2016 0.00% 126 160 0 11/6/2016 0.00% 126 176 0
12/6/2016 0.00% 132 160 0 12/6/2016 0.00% 132 176 0
1/6/2017 1.50% 137 160 0 1/6/2017 0.00% 138 176 0
2/6/2017 1.50% 142 160 0 2/6/2017 0.00% 143 176 0
3/6/2017 1.50% 148 160 0 3/6/2017 0.00% 149 176 0
4/6/2017 3.15% 149 160 0 4/6/2017 1.50% 153 176 0
5/6/2017 3.15% 154 160 0 5/6/2017 1.50% 159 176 0
6/6/2017 3.15% 160 160 0 6/6/2017 1.50% 164 176 0
7/6/2017 9.35% 147 157 0 7/6/2017 3.15% 165 176 0
8/6/2017 9.35% 152 157 0 8/6/2017 3.15% 170 176 0
9/6/2017 9.35% 157 157 0 9/6/2017 3.15% 176 176 0
10/6/2017 16.07% 140 148 0 10/6/2017 9.35% 161 171 0
11/6/2017 16.07% 144 148 0 11/6/2017 9.35% 166 171 0
12/6/2017 16.07% 148 148 0 12/6/2017 9.35% 171 171 0
1/6/2018 22.30% 131 138 0 1/6/2018 16.07% 152 161 0
2/6/2018 22.30% 134 138 0 2/6/2018 16.07% 156 161 0
3/6/2018 22.30% 138 138 0 3/6/2018 16.07% 161 161 0
4/6/2018 27.80% 121 127 0 4/6/2018 22.30% 141 148 0
5/6/2018 27.80% 124 127 0 5/6/2018 22.30% 145 148 0
6/6/2018 27.80% 127 127 0 6/6/2018 22.30% 148 148 0
7/6/2018 31.12% 116 122 0 7/6/2018 27.80% 130 136 0
8/6/2018 31.12% 119 122 0 8/6/2018 27.80% 133 136 0
9/6/2018 31.12% 122 122 0 9/6/2018 27.80% 136 136 0
10/6/2018 35.17% 107 112 0 10/6/2018 31.12% 125 130 0
11/6/2018 35.17% 109 112 0 11/6/2018 31.12% 127 130 0
12/6/2018 35.17% 112 112 0 12/6/2018 31.12% 130 130 0
1/6/2019 39.04% 96 100 0 1/6/2019 35.17% 114 119 0
2/6/2019 39.04% 98 100 0 2/6/2019 35.17% 116 119 0
3/6/2019 39.04% 100 100 0 3/6/2019 35.17% 119 119 0
4/6/2019 45.76% 69 72 0 4/6/2019 39.04% 102 106 0
5/6/2019 45.76% 71 72 0 5/6/2019 39.04% 104 106 0
6/6/2019 45.76% 72 72 0 6/6/2019 39.04% 106 106 0
7/6/2019 53.69% 32 33 0 7/6/2019 45.76% 73 76 0
8/6/2019 53.69% 33 33 0 8/6/2019 45.76% 75 76 0

- C-4-
 Amounts in effect assuming a 18 month extension of the Amounts in effect assuming a 21 month extension of the
Minimum Purchase Dates Minimum Purchase Dates

Date Accumulated CTE Protection Remaining Date Accumulate CTE Protection Remaining
% of Net RPI- Protection Collateral Balance at d % of Net Protection Collateral Balance at
CAOs Amount Required Maturity if RPI-CAOs Amount Required Maturity if
Purchased Amount CTE Purchased Amount CTE
Protection Protection
Amount Amount
Applied Applied
% (in millions of U.S. Dollars) % (in millions of U.S. Dollars)
7/6/2015 0.00% 36 192 0 7/6/2015 0.00% 36 208 0
8/6/2015 0.00% 42 192 0 8/6/2015 0.00% 42 208 0
9/6/2015 0.00% 47 192 0 9/6/2015 0.00% 47 208 0
10/6/2015 0.00% 53 192 0 10/6/2015 0.00% 53 208 0
11/6/2015 0.00% 59 192 0 11/6/2015 0.00% 59 208 0
12/6/2015 0.00% 64 192 0 12/6/2015 0.00% 64 208 0
1/6/2016 0.00% 70 192 0 1/6/2016 0.00% 70 208 0
2/6/2016 0.00% 76 192 0 2/6/2016 0.00% 76 208 0
3/6/2016 0.00% 81 192 0 3/6/2016 0.00% 81 208 0
4/6/2016 0.00% 87 192 0 4/6/2016 0.00% 87 208 0
5/6/2016 0.00% 93 192 0 5/6/2016 0.00% 93 208 0
6/6/2016 0.00% 98 192 0 6/6/2016 0.00% 98 208 0
7/6/2016 0.00% 104 192 0 7/6/2016 0.00% 104 208 0
8/6/2016 0.00% 110 192 0 8/6/2016 0.00% 110 208 0
9/6/2016 0.00% 115 192 0 9/6/2016 0.00% 115 208 0
10/6/2016 0.00% 121 192 0 10/6/2016 0.00% 121 208 0
11/6/2016 0.00% 126 192 0 11/6/2016 0.00% 126 208 0
12/6/2016 0.00% 132 192 0 12/6/2016 0.00% 132 208 0
1/6/2017 0.00% 138 192 0 1/6/2017 0.00% 138 208 0
2/6/2017 0.00% 143 192 0 2/6/2017 0.00% 143 208 0
3/6/2017 0.00% 149 192 0 3/6/2017 0.00% 149 208 0
4/6/2017 0.00% 155 192 0 4/6/2017 0.00% 155 208 0
5/6/2017 0.00% 160 192 0 5/6/2017 0.00% 160 208 0
6/6/2017 0.00% 166 192 0 6/6/2017 0.00% 166 208 0
7/6/2017 1.50% 170 192 0 7/6/2017 0.00% 172 208 0
8/6/2017 1.50% 175 192 0 8/6/2017 0.00% 177 208 0
9/6/2017 1.50% 181 192 0 9/6/2017 0.00% 183 208 0
10/6/2017 3.15% 181 192 0 10/6/2017 1.50% 186 208 0
11/6/2017 3.15% 186 192 0 11/6/2017 1.50% 192 208 0
12/6/2017 3.15% 192 192 0 12/6/2017 1.50% 197 208 0
1/6/2018 9.35% 176 185 0 1/6/2018 3.15% 197 208 0
2/6/2018 9.35% 180 185 0 2/6/2018 3.15% 203 208 0
3/6/2018 9.35% 185 185 0 3/6/2018 3.15% 208 208 0
4/6/2018 16.07% 165 173 0 4/6/2018 9.35% 190 200 0
5/6/2018 16.07% 169 173 0 5/6/2018 9.35% 195 200 0
6/6/2018 16.07% 173 173 0 6/6/2018 9.35% 200 200 0
7/6/2018 22.30% 152 159 0 7/6/2018 16.07% 177 185 0
8/6/2018 22.30% 156 159 0 8/6/2018 16.07% 181 185 0
9/6/2018 22.30% 159 159 0 9/6/2018 16.07% 185 185 0
10/6/2018 27.80% 139 145 0 10/6/2018 22.30% 163 170 0
11/6/2018 27.80% 142 145 0 11/6/2018 22.30% 166 170 0
12/6/2018 27.80% 145 145 0 12/6/2018 22.30% 170 170 0
1/6/2019 31.12% 133 138 0 1/6/2019 27.80% 148 154 0
2/6/2019 31.12% 135 138 0 2/6/2019 27.80% 151 154 0
3/6/2019 31.12% 138 138 0 3/6/2019 27.80% 154 154 0
4/6/2019 35.17% 121 126 0 4/6/2019 31.12% 141 146 0
5/6/2019 35.17% 123 126 0 5/6/2019 31.12% 144 146 0
6/6/2019 35.17% 126 126 0 6/6/2019 31.12% 146 146 0
7/6/2019 39.04% 108 112 0 7/6/2019 35.17% 128 133 0
8/6/2019 39.04% 110 112 0 8/6/2019 35.17% 130 133 0

- C-5-
 Amounts in effect assuming a 24 month extension of the Amounts in effect assuming a 27 month extension of the
Minimum Purchase Dates Minimum Purchase Dates

Date Accumulated CTE Protection Remaining Date Accumulate CTE Protection Remaining
% of Net RPI- Protection Collateral Balance at d % of Net Protection Collateral Balance at
CAOs Amount Required Maturity if RPI-CAOs Amount Required Maturity if
Purchased Amount CTE Purchased Amount CTE
Protection Protection
Amount Amount
Applied Applied
% (in millions of U.S. Dollars) % (in millions of U.S. Dollars)
7/6/2015 0.00% 36 224 0 7/6/2015 0.00% 36 240 0
8/6/2015 0.00% 42 224 0 8/6/2015 0.00% 42 240 0
9/6/2015 0.00% 47 224 0 9/6/2015 0.00% 47 240 0
10/6/2015 0.00% 53 224 0 10/6/2015 0.00% 53 240 0
11/6/2015 0.00% 59 224 0 11/6/2015 0.00% 59 240 0
12/6/2015 0.00% 64 224 0 12/6/2015 0.00% 64 240 0
1/6/2016 0.00% 70 224 0 1/6/2016 0.00% 70 240 0
2/6/2016 0.00% 76 224 0 2/6/2016 0.00% 76 240 0
3/6/2016 0.00% 81 224 0 3/6/2016 0.00% 81 240 0
4/6/2016 0.00% 87 224 0 4/6/2016 0.00% 87 240 0
5/6/2016 0.00% 93 224 0 5/6/2016 0.00% 93 240 0
6/6/2016 0.00% 98 224 0 6/6/2016 0.00% 98 240 0
7/6/2016 0.00% 104 224 0 7/6/2016 0.00% 104 240 0
8/6/2016 0.00% 110 224 0 8/6/2016 0.00% 110 240 0
9/6/2016 0.00% 115 224 0 9/6/2016 0.00% 115 240 0
10/6/2016 0.00% 121 224 0 10/6/2016 0.00% 121 240 0
11/6/2016 0.00% 126 224 0 11/6/2016 0.00% 126 240 0
12/6/2016 0.00% 132 224 0 12/6/2016 0.00% 132 240 0
1/6/2017 0.00% 138 224 0 1/6/2017 0.00% 138 240 0
2/6/2017 0.00% 143 224 0 2/6/2017 0.00% 143 240 0
3/6/2017 0.00% 149 224 0 3/6/2017 0.00% 149 240 0
4/6/2017 0.00% 155 224 0 4/6/2017 0.00% 155 240 0
5/6/2017 0.00% 160 224 0 5/6/2017 0.00% 160 240 0
6/6/2017 0.00% 166 224 0 6/6/2017 0.00% 166 240 0
7/6/2017 0.00% 172 224 0 7/6/2017 0.00% 172 240 0
8/6/2017 0.00% 177 224 0 8/6/2017 0.00% 177 240 0
9/6/2017 0.00% 183 224 0 9/6/2017 0.00% 183 240 0
10/6/2017 0.00% 189 224 0 10/6/2017 0.00% 189 240 0
11/6/2017 0.00% 194 224 0 11/6/2017 0.00% 194 240 0
12/6/2017 0.00% 200 224 0 12/6/2017 0.00% 200 240 0
1/6/2018 1.50% 203 224 0 1/6/2018 0.00% 206 240 0
2/6/2018 1.50% 208 224 0 2/6/2018 0.00% 211 240 0
3/6/2018 1.50% 214 224 0 3/6/2018 0.00% 217 240 0
4/6/2018 3.15% 213 224 0 4/6/2018 1.50% 220 240 0
5/6/2018 3.15% 219 224 0 5/6/2018 1.50% 225 240 0
6/6/2018 3.15% 224 224 0 6/6/2018 1.50% 231 240 0
7/6/2018 9.35% 204 214 0 7/6/2018 3.15% 229 240 0
8/6/2018 9.35% 209 214 0 8/6/2018 3.15% 235 240 0
9/6/2018 9.35% 214 214 0 9/6/2018 3.15% 240 240 0
10/6/2018 16.07% 190 198 0 10/6/2018 9.35% 219 228 0
11/6/2018 16.07% 194 198 0 11/6/2018 9.35% 224 228 0
12/6/2018 16.07% 198 198 0 12/6/2018 9.35% 228 228 0
1/6/2019 22.30% 173 180 0 1/6/2019 16.07% 202 210 0
2/6/2019 22.30% 177 180 0 2/6/2019 16.07% 206 210 0
3/6/2019 22.30% 180 180 0 3/6/2019 16.07% 210 210 0
4/6/2019 27.80% 157 163 0 4/6/2019 22.30% 184 191 0
5/6/2019 27.80% 160 163 0 5/6/2019 22.30% 188 191 0
6/6/2019 27.80% 163 163 0 6/6/2019 22.30% 191 191 0
7/6/2019 31.12% 149 155 0 7/6/2019 27.80% 166 172 0
8/6/2019 31.12% 152 155 0 8/6/2019 27.80% 169 172 0

- C-6-
 Amounts in effect assuming a 30 month extension of the Amounts in effect assuming a 33 month extension of the
Minimum Purchase Dates Minimum Purchase Dates

Date Accumulated CTE Protection Remaining Date Accumulate CTE Protection Remaining
% of Net RPI- Protection Collateral Balance at d % of Net Protection Collateral Balance at
CAOs Amount Required Maturity if RPI-CAOs Amount Required Maturity if
Purchased Amount CTE Purchased Amount CTE
Protection Protection
Amount Amount
Applied Applied
% (in millions of U.S. Dollars) % (in millions of U.S. Dollars)
7/6/2015 0.00% 36 256 0 7/6/2015 0.00% 36 272 0
8/6/2015 0.00% 42 256 0 8/6/2015 0.00% 42 272 0
9/6/2015 0.00% 47 256 0 9/6/2015 0.00% 47 272 0
10/6/2015 0.00% 53 256 0 10/6/2015 0.00% 53 272 0
11/6/2015 0.00% 59 256 0 11/6/2015 0.00% 59 272 0
12/6/2015 0.00% 64 256 0 12/6/2015 0.00% 64 272 0
1/6/2016 0.00% 70 256 0 1/6/2016 0.00% 70 272 0
2/6/2016 0.00% 76 256 0 2/6/2016 0.00% 76 272 0
3/6/2016 0.00% 81 256 0 3/6/2016 0.00% 81 272 0
4/6/2016 0.00% 87 256 0 4/6/2016 0.00% 87 272 0
5/6/2016 0.00% 93 256 0 5/6/2016 0.00% 93 272 0
6/6/2016 0.00% 98 256 0 6/6/2016 0.00% 98 272 0
7/6/2016 0.00% 104 256 0 7/6/2016 0.00% 104 272 0
8/6/2016 0.00% 110 256 0 8/6/2016 0.00% 110 272 0
9/6/2016 0.00% 115 256 0 9/6/2016 0.00% 115 272 0
10/6/2016 0.00% 121 256 0 10/6/2016 0.00% 121 272 0
11/6/2016 0.00% 126 256 0 11/6/2016 0.00% 126 272 0
12/6/2016 0.00% 132 256 0 12/6/2016 0.00% 132 272 0
1/6/2017 0.00% 138 256 0 1/6/2017 0.00% 138 272 0
2/6/2017 0.00% 143 256 0 2/6/2017 0.00% 143 272 0
3/6/2017 0.00% 149 256 0 3/6/2017 0.00% 149 272 0
4/6/2017 0.00% 155 256 0 4/6/2017 0.00% 155 272 0
5/6/2017 0.00% 160 256 0 5/6/2017 0.00% 160 272 0
6/6/2017 0.00% 166 256 0 6/6/2017 0.00% 166 272 0
7/6/2017 0.00% 172 256 0 7/6/2017 0.00% 172 272 0
8/6/2017 0.00% 177 256 0 8/6/2017 0.00% 177 272 0
9/6/2017 0.00% 183 256 0 9/6/2017 0.00% 183 272 0
10/6/2017 0.00% 189 256 0 10/6/2017 0.00% 189 272 0
11/6/2017 0.00% 194 256 0 11/6/2017 0.00% 194 272 0
12/6/2017 0.00% 200 256 0 12/6/2017 0.00% 200 272 0
1/6/2018 0.00% 206 256 0 1/6/2018 0.00% 206 272 0
2/6/2018 0.00% 211 256 0 2/6/2018 0.00% 211 272 0
3/6/2018 0.00% 217 256 0 3/6/2018 0.00% 217 272 0
4/6/2018 0.00% 223 256 0 4/6/2018 0.00% 223 272 0
5/6/2018 0.00% 228 256 0 5/6/2018 0.00% 228 272 0
6/6/2018 0.00% 234 256 0 6/6/2018 0.00% 234 272 0
7/6/2018 1.50% 236 256 0 7/6/2018 0.00% 240 272 0
8/6/2018 1.50% 242 256 0 8/6/2018 0.00% 245 272 0
9/6/2018 1.50% 247 256 0 9/6/2018 0.00% 251 272 0
10/6/2018 3.15% 246 256 0 10/6/2018 1.50% 253 272 0
11/6/2018 3.15% 251 256 0 11/6/2018 1.50% 258 272 0
12/6/2018 3.15% 256 256 0 12/6/2018 1.50% 264 272 0
1/6/2019 9.35% 233 243 0 1/6/2019 3.15% 262 272 0
2/6/2019 9.35% 238 243 0 2/6/2019 3.15% 267 272 0
3/6/2019 9.35% 243 243 0 3/6/2019 3.15% 272 272 0
4/6/2019 16.07% 215 223 0 4/6/2019 9.35% 247 257 0
5/6/2019 16.07% 219 223 0 5/6/2019 9.35% 252 257 0
6/6/2019 16.07% 223 223 0 6/6/2019 9.35% 257 257 0
7/6/2019 22.30% 195 202 0 7/6/2019 16.07% 227 235 0
8/6/2019 22.30% 198 202 0 8/6/2019 16.07% 231 235 0

- C-7-
 Amounts in effect assuming a 36 month extension of the Amounts in effect assuming a 39 month extension of the
Minimum Purchase Dates Minimum Purchase Dates

Date Accumulated CTE Protection Remaining Date Accumulate CTE Protection Remaining
% of Net RPI- Protection Collateral Balance at d % of Net Protection Collateral Balance at
CAOs Amount Required Maturity if RPI-CAOs Amount Required Maturity if
Purchased Amount CTE Purchased Amount CTE
Protection Protection
Amount Amount
Applied Applied
% (in millions of U.S. Dollars) % (in millions of U.S. Dollars)
7/6/2015 0.00% 36 289 0 7/6/2015 0.00% 36 305 0
8/6/2015 0.00% 42 289 0 8/6/2015 0.00% 42 305 0
9/6/2015 0.00% 47 289 0 9/6/2015 0.00% 47 305 0
10/6/2015 0.00% 53 289 0 10/6/2015 0.00% 53 305 0
11/6/2015 0.00% 59 289 0 11/6/2015 0.00% 59 305 0
12/6/2015 0.00% 64 289 0 12/6/2015 0.00% 64 305 0
1/6/2016 0.00% 70 289 0 1/6/2016 0.00% 70 305 0
2/6/2016 0.00% 76 289 0 2/6/2016 0.00% 76 305 0
3/6/2016 0.00% 81 289 0 3/6/2016 0.00% 81 305 0
4/6/2016 0.00% 87 289 0 4/6/2016 0.00% 87 305 0
5/6/2016 0.00% 93 289 0 5/6/2016 0.00% 93 305 0
6/6/2016 0.00% 98 289 0 6/6/2016 0.00% 98 305 0
7/6/2016 0.00% 104 289 0 7/6/2016 0.00% 104 305 0
8/6/2016 0.00% 110 289 0 8/6/2016 0.00% 110 305 0
9/6/2016 0.00% 115 289 0 9/6/2016 0.00% 115 305 0
10/6/2016 0.00% 121 289 0 10/6/2016 0.00% 121 305 0
11/6/2016 0.00% 126 289 0 11/6/2016 0.00% 126 305 0
12/6/2016 0.00% 132 289 0 12/6/2016 0.00% 132 305 0
1/6/2017 0.00% 138 289 0 1/6/2017 0.00% 138 305 0
2/6/2017 0.00% 143 289 0 2/6/2017 0.00% 143 305 0
3/6/2017 0.00% 149 289 0 3/6/2017 0.00% 149 305 0
4/6/2017 0.00% 155 289 0 4/6/2017 0.00% 155 305 0
5/6/2017 0.00% 160 289 0 5/6/2017 0.00% 160 305 0
6/6/2017 0.00% 166 289 0 6/6/2017 0.00% 166 305 0
7/6/2017 0.00% 172 289 0 7/6/2017 0.00% 172 305 0
8/6/2017 0.00% 177 289 0 8/6/2017 0.00% 177 305 0
9/6/2017 0.00% 183 289 0 9/6/2017 0.00% 183 305 0
10/6/2017 0.00% 189 289 0 10/6/2017 0.00% 189 305 0
11/6/2017 0.00% 194 289 0 11/6/2017 0.00% 194 305 0
12/6/2017 0.00% 200 289 0 12/6/2017 0.00% 200 305 0
1/6/2018 0.00% 206 289 0 1/6/2018 0.00% 206 305 0
2/6/2018 0.00% 211 289 0 2/6/2018 0.00% 211 305 0
3/6/2018 0.00% 217 289 0 3/6/2018 0.00% 217 305 0
4/6/2018 0.00% 223 289 0 4/6/2018 0.00% 223 305 0
5/6/2018 0.00% 228 289 0 5/6/2018 0.00% 228 305 0
6/6/2018 0.00% 234 289 0 6/6/2018 0.00% 234 305 0
7/6/2018 0.00% 240 289 0 7/6/2018 0.00% 240 305 0
8/6/2018 0.00% 245 289 0 8/6/2018 0.00% 245 305 0
9/6/2018 0.00% 251 289 0 9/6/2018 0.00% 251 305 0
10/6/2018 0.00% 257 289 0 10/6/2018 0.00% 257 305 0
11/6/2018 0.00% 262 289 0 11/6/2018 0.00% 262 305 0
12/6/2018 0.00% 268 289 0 12/6/2018 0.00% 268 305 0
1/6/2019 1.50% 269 289 0 1/6/2019 0.00% 274 305 0
2/6/2019 1.50% 275 289 0 2/6/2019 0.00% 279 305 0
3/6/2019 1.50% 280 289 0 3/6/2019 0.00% 285 305 0
4/6/2019 3.15% 278 289 0 4/6/2019 1.50% 286 305 0
5/6/2019 3.15% 283 289 0 5/6/2019 1.50% 291 305 0
6/6/2019 3.15% 289 289 0 6/6/2019 1.50% 297 305 0
7/6/2019 9.35% 262 271 0 7/6/2019 3.15% 294 305 0
8/6/2019 9.35% 267 271 0 8/6/2019 3.15% 299 305 0

- C-8-
 Amounts in effect assuming a 42 month extension of the Amounts in effect assuming a 45 month extension of the
Minimum Purchase Dates Minimum Purchase Dates

Date Accumulated CTE Protection Remaining Date Accumulate CTE Protection Remaining
% of Net RPI- Protection Collateral Balance at d % of Net Protection Collateral Balance at
CAOs Amount Required Maturity if RPI-CAOs Amount Required Maturity if
Purchased Amount CTE Purchased Amount CTE
Protection Protection
Amount Amount
Applied Applied
% (in millions of U.S. Dollars) % (in millions of U.S. Dollars)
7/6/2015 0.00% 36 313 0 7/6/2015 0.00% 36 319 0
8/6/2015 0.00% 42 313 0 8/6/2015 0.00% 42 319 0
9/6/2015 0.00% 47 313 0 9/6/2015 0.00% 47 319 0
10/6/2015 0.00% 53 313 0 10/6/2015 0.00% 53 319 0
11/6/2015 0.00% 59 313 0 11/6/2015 0.00% 59 319 0
12/6/2015 0.00% 64 313 0 12/6/2015 0.00% 64 319 0
1/6/2016 0.00% 70 313 0 1/6/2016 0.00% 70 319 0
2/6/2016 0.00% 76 313 0 2/6/2016 0.00% 76 319 0
3/6/2016 0.00% 81 313 0 3/6/2016 0.00% 81 319 0
4/6/2016 0.00% 87 313 0 4/6/2016 0.00% 87 319 0
5/6/2016 0.00% 93 313 0 5/6/2016 0.00% 93 319 0
6/6/2016 0.00% 98 313 0 6/6/2016 0.00% 98 319 0
7/6/2016 0.00% 104 313 0 7/6/2016 0.00% 104 319 0
8/6/2016 0.00% 110 313 0 8/6/2016 0.00% 110 319 0
9/6/2016 0.00% 115 313 0 9/6/2016 0.00% 115 319 0
10/6/2016 0.00% 121 313 0 10/6/2016 0.00% 121 319 0
11/6/2016 0.00% 126 313 0 11/6/2016 0.00% 126 319 0
12/6/2016 0.00% 132 313 0 12/6/2016 0.00% 132 319 0
1/6/2017 0.00% 138 313 0 1/6/2017 0.00% 138 319 0
2/6/2017 0.00% 143 313 0 2/6/2017 0.00% 143 319 0
3/6/2017 0.00% 149 313 0 3/6/2017 0.00% 149 319 0
4/6/2017 0.00% 155 313 0 4/6/2017 0.00% 155 319 0
5/6/2017 0.00% 160 313 0 5/6/2017 0.00% 160 319 0
6/6/2017 0.00% 166 313 0 6/6/2017 0.00% 166 319 0
7/6/2017 0.00% 172 313 0 7/6/2017 0.00% 172 319 0
8/6/2017 0.00% 177 313 0 8/6/2017 0.00% 177 319 0
9/6/2017 0.00% 183 313 0 9/6/2017 0.00% 183 319 0
10/6/2017 0.00% 189 313 0 10/6/2017 0.00% 189 319 0
11/6/2017 0.00% 194 313 0 11/6/2017 0.00% 194 319 0
12/6/2017 0.00% 200 313 0 12/6/2017 0.00% 200 319 0
1/6/2018 0.00% 206 313 0 1/6/2018 0.00% 206 319 0
2/6/2018 0.00% 211 313 0 2/6/2018 0.00% 211 319 0
3/6/2018 0.00% 217 313 0 3/6/2018 0.00% 217 319 0
4/6/2018 0.00% 223 313 0 4/6/2018 0.00% 223 319 0
5/6/2018 0.00% 228 313 0 5/6/2018 0.00% 228 319 0
6/6/2018 0.00% 234 313 0 6/6/2018 0.00% 234 319 0
7/6/2018 0.00% 240 313 0 7/6/2018 0.00% 240 319 0
8/6/2018 0.00% 245 313 0 8/6/2018 0.00% 245 319 0
9/6/2018 0.00% 251 313 0 9/6/2018 0.00% 251 319 0
10/6/2018 0.00% 257 313 0 10/6/2018 0.00% 257 319 0
11/6/2018 0.00% 262 313 0 11/6/2018 0.00% 262 319 0
12/6/2018 0.00% 268 313 0 12/6/2018 0.00% 268 319 0
1/6/2019 0.00% 274 313 0 1/6/2019 0.00% 274 319 0
2/6/2019 0.00% 279 313 0 2/6/2019 0.00% 279 319 0
3/6/2019 0.00% 285 313 0 3/6/2019 0.00% 285 319 0
4/6/2019 0.00% 290 313 0 4/6/2019 0.00% 290 319 0
5/6/2019 0.00% 296 313 0 5/6/2019 0.00% 296 319 0
6/6/2019 0.00% 302 313 0 6/6/2019 0.00% 302 319 0
7/6/2019 1.50% 302 313 0 7/6/2019 0.00% 307 319 0
8/6/2019 1.50% 308 313 0 8/6/2019 0.00% 313 319 0

- C-9-
 ISSUER RPI-CAO PURCHASER
Lima Metro Line 2 Finance Limited Lima Metro Line 2 Bond RPI-CAO Purchase LLC
c/o MaplesFS Limited, c/o Puglisi & Associates
PO Box 1093, Boundary Hall, Cricket Square 850 Library Avenue, Suite 204
Grand Cayman, KY1-1102, Cayman Islands Newark, DE 19711, USA

Citibank Global Markets Inc.
388 Greenwich Street
New York, NY 10013, USA
Banca IMI S.p.A.
Largo Mattioli 3, 20121
Milan, Italy
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, NY 10036, USA
INITIAL PURCHASERS
Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036, USA
BBVA Securities Inc.
1345 Avenue of the Americas, 44th
Floor New York, NY 10105, USA
Natixis Securities Americas LLC
1251 Avenue of Americas
New York, NY 10020, USA
Santander Investment Securities Inc.
45 East 53rd Street
New York, NY 10022, USA
Credit Agricole Securities (USA) Inc.
1301 Avenue of the Americas
New York, NY 10019, USA
SG Americas Securities, LLC
245 Park Avenue
New York, NY 10167, USA

CO-MANAGER
SMBC Nikko Securities America, Inc.
277 Park Avenue
New York, NY 10172, USA

INDENTURE TRUSTEE, REGISTRAR, CALCULATION AGENT, PAYING AGENT AND SECURITIES INTERMEDIARY
Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, NY 10013, USA

LUXEMBOURG LISTING AGENT, LUXEMBOURG PAYING AGENT AND LUXEMBOURG TRANSFER AGENT
Banque Internationale à Luxembourg S.A.
69, route d’ Esch
L-2953 Luxembourg, Grand Duchy of Luxembourg

SUB-COLLATERAL AGENT
Citibank del Perú S.A.
Av. Canaval y Moreyra No. 480, Floor 3
San Isidro, Lima, Peru

LEGAL ADVISORS
To the Issuer, the Concessionaire and the Shareholders To the Issuer, the Concessionaire and the Shareholders
as to United States Law as to Peruvian Law
Clifford Chance US LLP DLA Piper LLP (US) Garrigues
31 West 52nd Street 1251 Avenue of the Americas Víctor Andrés Belaúnde 332
New York, NY 10019, USA New York, NY 10020, USA San Isidro, Lima, Peru

To the Shareholders To the Shareholders

as to Italian Law as to Spanish Law
DLA Piper Studio Legale Tributario Associato DLA Piper Spain, S.L.U.
Via Gabrio Casati 1 (Piazza Cordusio) Paseo de la Castellana, 35, Floor 20
20123 Milan, Italy 28046, Madrid, Spain

To the Issuer To the Indenture Trustee

as to Cayman Islands Law as to United States Law
Maples & Calder Dentons US LLP
PO Box 309, Ugland House, South Church Street 1221 Avenue of the Americas
Grand Cayman, KY1-1104, Cayman Islands New York, NY 10020, USA
To the Initial Purchasers To the Initial Purchasers
as to United States Law as to Peruvian Law
Chadbourne & Parke LLP Miranda & Amado Abogados
1301 Avenue of the Americas Avenida Larco 1301, Floor 20
New York, NY 10019, USA Torre Parque Mar, Miraflores, Lima, Peru
 U.S.$1,154,923,000

LIMA METRO LINE 2 FINANCE LIMITED

5.875% SERIES 2015-1 SENIOR SECURED NOTES

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LISTING PARTICULARS
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Global Coordinators
CITIGROUP MORGAN STANLEY SANTANDER

Joint Bookrunners
BANCA IMI BBVA BofA MERRILL LYNCH
Credit Agricole Securities NATIXIS SOCIETE GENERALE

Co-Manager
SMBC NIKKO

June 25, 2015