SUCCESSFUL CASES

BARRIOS & FUENTES, ABOGADOS has participated in important and recent acquisitions, mergers and funding operations:
Here there are some examples:

Aceros Arequipa S.A.

Counsel to Aceros Arequipa S.A. for the preparation of the Due Diligence on the privatization of SIDERPERU.

Andino Capital Markets, Inc. / Vestrust Securities L.P.

Counsel to Andino Capital Markets, Inc. and Vestrust Securities L.P. for the issuance of Euro Commercial Paper by Gloria S.A. in the amount of US$40'000,000.

Arcadis G&M, Inc.

Arcadis subscribed with Petroperú and Pluspetrol a US$18 million Agreement for the Environmental Remediation of Block 8 in the Peruvian Amazon Jungle. Arcadis had a long dispute with Petroperú (the Oil government agency) regarding the Procurement Bidding Rules, which Arcadis considered that were not well applied. The Peruvian Government execution of a Free Trade Agreement with the US Government was conditioned by the USTR to the solution of this case and other cases.

Banco de Lima – Sudameris, Grupo Banca Commerciale Italiana

Counsel for the merger of Banco de Lima with Banco Wiese to the formation of the second bank in size and importance in Peru.

Barings

Counsel to Baring Brothers & Co. for the international offer of 10'656,763 labor shares of La Fabril S.A. in the amount of US$26'000,000. Counsel to Baring Brothers & Co. in the sale of Compañia Nacional de Cerveza S.A. to Backus & Johnston for an amount of US$134,000,000. Counsel to Baring Brothers and Co. for the privatization of Cementos Norte Pacasmayo through the sale of the Government's shares in such company.

BellSouth Corporation

Counsel to BellSouth Corporation in the Due Diligence of Tele 2000 (telecommunications) and further acquisition in three stages of 95% of this company's interest, in an amount exceeding US$140'000,000. Counsel to BellSouth Corporation for the granting of the Band B Concession to Tele 2000 for cellular telephony service out of Lima for an amount of US$35'100,000. Auditing of Basis and Contracts and financial advising.

Bristol-Myers Squibb

We were designated by Bristol-Myers Squibb as its legal counsel in Peru for the sale of the Clairol business to Procter & Gamble. As part of this operation we were involved in the spin off of the Clairol business through the incorporation of a new entity which shares were transferred to Procter & Gamble.

Cementos Sur S.A.

Counsel to the "Comite Especial de Privatizacion of Cementos Sur S.A.", having carried out a Due Diligence on such company and afterwards we were retained as supervisors of the legal clearing of such corporation's real estate property and further privatization.

Chevron Texaco Petroleum Company

Our law firm counseled Chevron Texaco Petroleum Company in the negotiation of the sale of its oil distribution operations to Empresa Peruana de Combustibles (PECSA) for an amount of US$11’085,000.

Coastal - Constellation

Counsel to Coastal Power Production Company and Constellation Holdings for the preparation of the Due Diligence on the privatization of the Piura power plants formerly owned by Petroleos del Peru (PETROPERU).

Consejo Nacional de Concesiones de Costa Rica

Counsel to the Consejo Nacional de Concesiones of the Government of Costa Rica for the concession of the Pacific and Atlantic railroad owned by INCOFER.

Corporacion Pesquera Inca S.A.

Our law firm counseled COPEINCA in the acquisition of the fishing companies DEL MAR S.A. and PESCA PERU HUARMEY S.A., as well as in the negotiation and execution of a loan for an amount of US$31,000,000 granted by Credit Suisse, which allowed COPEINCA to purchase these companies, refinance its debts and obtain the capital necessary to expand its operations.

Empresa Pesquera Maui S.A.

Our law firm counseled Empesa Pesquera Maui in the spin-off in two new companies, in which one of them would hold an Industrial Fishing Plant and five fishing boats and the other company would have four fishing boats.

Equator Investment Holdings, Ltd.

We have acted as legal counsel to the Venezuelan Group Equator Investment Holdings, Ltd., in the following operations: In the acquisition of a 98.75% participation of Sul America Compañía de Seguros S.A., Peruvian insurance company with over 100 years in the market. The operation included the launching of an “OPA” (takeover bid) for the acquisition of the minority shareholding of the company. In the acquisition 98.09% of the representative shares of the capital of Generalli Peru Compañia de Seguros y Reaseguros, through the performance of an “OPA” (takeover bid) that concluded in February 2005. In the simple reorganization by which Latina Seguros y Reaseguros (formerly Sul America Compañia de Seguros) contributed its insurance business to Generalli Peru Compañia de Seguros y Reaseguros, modifying the latter its name to Latina Seguros y Reaseguros, and consolidating both companies’ insurance businesses in said company.

Fortuna Ventures

Our law firm counseled Fortuna Ventures in the acquisition of Empresa Minera Bateas for an amount of US$7’500,000.

Genesee & Wyoming Company / Unirail L.L.C.

Counsel to Genesse & Wyoming Company and Unirail L.L.C. for the concession of the Center, South and Southwest railroad owned by ENAFER S.A.

Gildemeister Group

Counsel to Gildemeister Group for the performance of the Due Diligence on Industrias Nettalco S.A. and its further acquisition.

Grupo Gubbins

Counsel to Grupo Gubbins on the sale of shares of Sociedad Minera Corona S.A. to American Barrick and its further reacquisition. Counsel to the Gubbins Group on a proposal of shares acquisition of Sociedad Minera Corona S.A. by RGC of Australia. Counsel on the sale of Sociedad Minera La Cima S.A. (Cerro Corona Concession) to Gold Fields (US$50’000,000.00). Furthermore, our law firm counseled Compañia Minera Corona in the sale to the Canadian company Pan American Silver Corp., of a portion of Companía Minera Argentum S.A. (US$35’425,390) and 100% of the company Natividad for US$33’800,000 and US$1’500,000, respectively.

Holding Continental

Counsel to Holding Continental (BBVA and Brescia Group) in the process to acquire the shares of Banco Continental in the bid carried out by the Peruvian Government.

Hunt Oil Company

Legal counsel to Hunt Oil Company in the International Bid for the concession of the Exploitation of Hydrocarbons in Camisea (Block 88) as part of the consortium formed with Pluspetrol Resources Corporation and SK Corporation. Legal counsel to Hunt Oil Company in the International Bid for the concession of the Transportation and Distribution of Natural Gas of the Camisea Project, as part of the consortium formed by Pluspetrol Resources Corporation, Hunt Pipeline Company, SK Corporation, Techint, Sonatrach and Graña y Montero.

Inversiones Pumahuanca S.A.

Counsel to Inversiones Pumahuanca S.A. in the sale of a hotel located in the Urubamba Sacred Valley, Cuzco, to Inversiones Turisticas Nacionales S.A., a company member of the Brescia Group, for an amount of US$5’000,000.

Industrias Vencedor S.A.

Counsel to this corporation which was acquired by the Chilean group TRICOLOR S.A. Industrias Vencedor S.A. is the main paint industry in Peru, with a 40% of the market.

Macrovalores

Counsel to Macrovalores in the issuance of bonds by D'Onofrio in an amount of S/. 10'000,000.

Ogden Corporation

Counsel to the Consortium headed by Ogden Corporation and the Milan Airport on their proposal for the concession to the private sector of the Aeropuerto Internacional Jorge Chavez.

Overseas Private Investment Corp. (OPIC)

We have been designated as OPIC’s local law firm for financing of the Lima Airport Partners, Concessionaire of the Airport the International Jorge Chávez, for an amount superior to US$ 100’000,000.

Petroperu

Counsel to the Comite Especial de Privatizacion of PETROPERU for the privatization of PETROPERU, which is the greatest privatization carried out in Peru. The biggest refinery of Peru (La Pampilla Refinery) as well as oil Blocks 8 and 8X and the lubricant plant (PETROLUBE). Likewise, counsel for the privatization of the Talara Refinery (suspended).

Sociedad Agricola Viru S.A.

Counsel to this company for the purchase of agricultural land in the 10th Bid Round of the Chamivochic Special Project. Counsel to the company on the sale of the Packaging Agreement with General Mills, Inc., which implied the acquisition of additional agricultural lands located in the Chavimochic Special Project. Furthermore, our law firm provided legal counsel to Sociedad Agricola Viru in the funding operation through a syndicated loan for an amount of US$6’000,000 granted by Banco Wiese Sudameris S.A.A. and Banco Internacional del Peru S.A.A. – INTERBANK. The purpose of this funding was to allow the company to implement an agro-industrial project for the exportation of agricultural products and the purchase of lands located in Proyecto Especial Chavimochic.

SOLGAS

Counsel to the Peruvian-Chilean group that acquired such corporation (Chilean group LIPIGAS). SOLGAS has 40% of the market of the liquid gas in Peru. Counsel to SOLGAS for the acquisition of Lima Gas S.A. Counsel to the Peruvian and Chilean groups on the sale to REPSOL of 80% of the shares of SOLGAS and LIMA-GAS.

The Trillium Corporation

Counsel to this corporation on the privatization and purchase of agricultural land in the northern region of the country in the Chavimochic Special Project and in the second stage of sale of the remaining lands of the Chavimochic Special Project. Likewise, counsel for the acquisition of additional lands from third parties in Viru.

Vestcor

Counsel to Vestcor Partners Limited in the issuance by Gloria S.A. of US$40'000,000 of Euro Commercial Paper and Euro Medium-Term Loan Program to obtain funds for the acquisition of Cemento Yura S.A. Counsel to Vestcor Partners Limited for the acquisition of Cemento Yura S.A. by Gloria S.A. (US$67'000,000).

Visa

Counsel to acquirers for the "receivables" operation performed by Banco de Credito, which involved a disbursement of US$50'000,000.

WestSphere Equity Investors, L.P.

Counsel for the acquisition of 51% of the shares of Infoductos y Telecomunicaciones del Peru S.A., entity created to operate commercially the licenses and assets of Red Científica Peruana (RCP), which is the company in charge of supplying internet services.