CONFIDENTIAL ------------ STOCK PURCHASE --------------Telefonos De Mexico S a De C V • May 10th, 2004 • Radiotelephone communications
as Issuer toTelefonos De Mexico S a De C V • December 12th, 2003 • Radiotelephone communications • New York
as Issuer toSupplemental Indenture • December 12th, 2003 • Telefonos De Mexico S a De C V • Radiotelephone communications • New York
TELEFONOS DE MEXICO, S.A. DE C.V. AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTSDeposit Agreement • September 28th, 2006 • Telefonos De Mexico S a De C V • Radiotelephone communications • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of September , 2006 (the "Deposit Agreement") among TELEFONOS DE MEXICO, S.A. DE C.V., a corporation organized under the laws of the United Mexican States, and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("Receipts") evidencing American Depositary Shares representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement.
FORM OF EXCHANGE AGENT AGREEMENTExchange Agent Agreement • July 2nd, 2010 • Telefonos De Mexico S a B De C V • Radiotelephone communications • New York
Teléfonos de México, S.A.B. de C.V. (the “Company”) proposes to make an offer to exchange (the “Exchange Offer”) an aggregate principal amount of up to U.S.$500,000,000 of the Company’s 5.500% Senior Notes Due 2019 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Act”), for a like principal amount of the Company’s outstanding 5.500% Senior Notes Due 2019 (the “Old Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the “Prospectus”) included in the Company’s registration statement on Form F-4 (File No. 333- . ), as amended (the “Registration Statement”), filed with the Securities and Exchange Commission and proposed to be distributed to all record holders of the Old Notes. The Old Notes and the Exchange Notes are collectively referred to herein as the “Notes.” Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Prospectus
ContractTermination Agreement • October 11th, 2011 • Telefonos De Mexico S a B De C V • Radiotelephone communications
This TERMINATION AGREEMENT TO MANAGEMENT SERVICES AGREEMENT is made to be effective as of December 31, 2010 (the “Termination Date”), between AT&T MEXICO, INC., a corporation duly organized under the laws of the State of Delaware, United States of America, with headquarters in Wilmington, Delaware, U.S.A., and permanent establishment in the United Mexican States under the Income Tax Law with address at Parque Via 190-12th floor, Colonia Cuauhtémoc, 06599 Mexico City (hereinafter “AT&T MEXICO”) and TELÉFONOS DE MÉXICO, S.A.B DE C.V., a corporation duly organized under the laws of the United Mexican States, with its principal place of business at Parque Via 198-10th floor, Colonia Cuauhtémoc, 06599 Mexico City (hereinafter “TELMEX”), (each a “Party” and , collectively the “Parties”).
U.S. $2,500,000,000 LOAN AGREEMENT dated as of October 20, 2005 among TELÉFONOS DE MÉXICO, S.A. DE C.V. The Lenders Party Hereto, and CITIBANK, N.A., as Administrative AgentLoan Agreement • June 30th, 2006 • Telefonos De Mexico S a De C V • Radiotelephone communications • New York
LOAN AGREEMENT (this “Agreement”), dated as of October 20, 2005, among TELÉFONOS DE MÉXICO, S.A. DE C.V., a sociedad anónima de capital variable duly organized and validly existing under the laws of the United Mexican States (the “Borrower”); each of the lenders that is a signatory hereto and is listed under the caption “TRANCHE A BANKS” on Schedule I hereto and each bank or financial institution that becomes a “Tranche A Lender” after the date hereof pursuant to Section 8.06 hereof (individually, a “Tranche A Lender” and, collectively, the “Tranche A Lenders”); each of the lenders that is a signatory hereto and is listed under the caption “TRANCHE B BANKS” on Schedule I hereto and each bank or financial institution that becomes a “Tranche B Lender” after the date hereof pursuant to Section 8.06 hereof (individually, a “Tranche B Lender” and, collectively, the “Tranche B Lenders” and, together with the Tranche A Lenders, the “Lenders”); each of the financial institutions listed on the
ContractTelefonos De Mexico S a B De C V • May 11th, 2011 • Radiotelephone communications
Services Agreement entered into by and between Carso Global Telecom, S.A.B. de C.V., hereinafter the “Supplier”, represented by C.P. Armando Ibañez Vázquez and Teléfonos de México, S.A.B. de C.V., hereinafter “Telmex”, represented by Lic. Héctor Slim Seade, in accordance with the following recitals and clauses:
REGISTRATION RIGHTS AGREEMENT Dated as of November 12, 2009 among TELÉFONOS DE MÉXICO, S.A.B. de C.V. and BANC OF AMERICA SECURITIES LLC and HSBC SECURITIES (USA) INC. as Representatives of the Initial PurchasersRegistration Rights Agreement • July 2nd, 2010 • Telefonos De Mexico S a B De C V • Radiotelephone communications • New York
REGISTRATION RIGHTS AGREEMENT dated as of November 12, 2009 (this “Agreement”) is entered into by and between Teléfonos de México, S.A.B. de C.V. (the “Company”), a sociedad anónima bursátil de capital variable organized under the laws of the United Mexican States (“Mexico”), and Banc of America Securities LLC and HSBC Securities (USA) Inc., as representatives (the “Representatives”), of the initial purchasers named in Schedule 1 to the Purchase Agreement referred to below (the “Initial Purchasers”).
ContractExchange and Registration Rights Agreement • June 29th, 2005 • Telefonos De Mexico S a De C V • Radiotelephone communications • New York
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of January 27, 2005, among Teléfonos de México, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the United Mexican States (“Mexico”) (the “Issuer”), and the several Initial Purchasers listed in Schedule I to the Purchase Agreement (as defined herein) (the “Initial Purchasers”).
ContractManagement and Operation Services Agreement • June 28th, 2005 • Telefonos De Mexico S a De C V • Radiotelephone communications
Management and Operation Services Agreement, entered into by and between Carso Global Telecom, S.A. de C.V., hereinafter “THE PROVIDER”, represented by C.P. Armando Ibañez Vázquez, and Teléfonos de México, S.A. de C.V., hereinafter “TELMEX”, represented by Ing. Jaime Chico Pardo, in accordance with the following recitals and clauses:
Ps. 4,500,000,000 Teléfonos de México, S.A. de C.V. UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2006 • Telefonos De Mexico S a De C V • Radiotelephone communications • New York
SEVENTH AMENDMENT TO MANAGEMENT SERVICES AGREEMENT Between AT&T MEXICO, INC.Management Services Agreement • June 27th, 2008 • Telefonos De Mexico S a B De C V • Radiotelephone communications
This SEVENTH AMENDMENT TO MANAGEMENT SERVICES AGREEMENT is made to be effective as of December 12, 2007 (this “Amendment”), between AT&T MEXICO, INC., a corporation duly organized under the laws of the State of Delaware, United States of America, with headquarters in Wilmington, Delaware, U.S.A., with permanent establishment in the United Mexican States under the Income Tax Law with address at Parque Vía 190-12th floor, Colonia Cuauhtémoc, 06599 Mexico, D.F. (hereinafter “AT&T MEXICO, INC.”) and TELEFONOS DE MEXICO, S.A.B DE C.V., a corporation duly organized under the laws of the United Mexican States, with its principal place of business in Mexico City, D.F. (hereinafter “TELMEX”).
Form of Exchange Agent AgreementTelefonos De Mexico S a De C V • June 29th, 2005 • Radiotelephone communications • New York
Teléfonos de México, S.A. de C.V. (the “Company”) proposes to make an offer to exchange (the “Exchange Offer”) (a) an aggregate principal amount of up to U.S.$950,000,000 of its 4.75% Senior Notes due 2010 (the “Exchange Notes due 2010”), which have been registered under the Securities Act of 1933, as amended (the “Act”), for a like principal amount of the Company’s outstanding 4.75% Senior Notes due 2010 (the “Old Notes due 2010”) and (b) an aggregate principal amount of up to U.S.$800,000,000 of its 5.50% Senior Notes due 2015, that have been registered under the Act (together with the Exchange Notes due 2010, the “Exchange Notes”), for a like principal amount of the Company’s outstanding 5.50% Senior Notes due 2015 (together with the Old Notes due 2010, the “Old Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the “Prospectus” included in the Company’s registration statement on Form F-4 (File No. 333- ), as amended (the
Teléfonos de México, S.A.B. de C.V., as Issuer to The Bank of New York Mellon, as Trustee and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent FIRST SUPPLEMENTAL INDENTURE Dated as of November 12, 2009 U.S.$500,000,000 5.500%...Indenture • July 2nd, 2010 • Telefonos De Mexico S a B De C V • Radiotelephone communications • New York
This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the underwriter or initial purchasers, if any, of the initial offering of such Notes being transferred.
ContractTelefonos De Mexico S a B De C V • May 29th, 2009 • Radiotelephone communications
Services Agreement entered into by and between Carso Global Telecom, S.A.B. de C.V., hereinafter “THE PROVIDER”, represented by C.P. Armando Ibañez Vázquez and Teléfonos de México, S.A.B. de C.V., hereinafter “TELMEX”, represented by Lic. Héctor Slim Seade, in accordance with the following recitals and clauses:
FIFTH AMENDMENT TO MANAGEMENT SERVICES AGREEMENT Between SBC INTERNATIONAL MANAGEMENT SERVICES, INC.Management Services Agreement • June 30th, 2006 • Telefonos De Mexico S a De C V • Radiotelephone communications
This FIFTH AMENDMENT TO MANAGEMENT SERVICES AGREEMENT, is made to be effective as of December 31, 2005 (this “Amendment”), between SBC INTERNATIONAL MANAGEMENT SERVICES, INC., a corporation duly organized under the laws of the State of Delaware, United States of America, with headquarters in Wilmington, Delaware, USA, with Permanent Establishment in the United Mexican States under the Income Tax Law with address at Parque Via 190-12th floor, Colonia Cauahtémoc 06599 Mexico, D. F. (hereinafter “SBCI-MSI”) and TELEFONOS DE MEXICO, S.A. DE C.V., a corporation duly organized under the laws of the United Mexican States, with its principal place of business in Mexico City, D.F. (hereinafter “TELMEX”).
EXHIBIT 2 JOINT FILING AGREEMENT THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as of this 7th day of May, 2004, by and among Carlos Slim Helu, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya...Joint Filing Agreement • May 10th, 2004 • Telefonos De Mexico S a De C V • Radiotelephone communications
THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as of this 7th day of May, 2004, by and among Carlos Slim Helu, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya Slim Domit, Vanessa Paola Slim Domit, Johanna Monique Slim Domit, Carso Global Telecom, S.A. de C.V. and Telefonos de Mexico, S.A. de C.V.
MANAGEMENT SERVICES AGREEMENT Between SBC INTERNATIONAL MANAGEMENT SERVICES, INC.Management Services Agreement • June 28th, 2004 • Telefonos De Mexico S a De C V • Radiotelephone communications
A corporation duly organized under the laws of the State of Delaware, United States of America, with headquarters in Wilmington, Delaware, USA, hereinafter “SBCI-MSI”, with Permanent Establishment in Mexico. Establishment in the terms provided in the Income Tax Law with address at Parque Via 190-12th floor, Colonia Cuauhtémoc 06599 Mexico, D. F.
FOURTH AMENDMENT TO MANAGEMENT SERVICES AGREEMENT Between SBC INTERNATIONAL MANAGEMENT SERVICES, INC.Management Services Agreement • June 28th, 2005 • Telefonos De Mexico S a De C V • Radiotelephone communications
A corporation duly organized under the laws of the State of Delaware, United States of America, with headquarters in Wilmington, Delaware, USA, hereinafter “SBCI-MSI”, with Permanent Establishment in Mexico. Establishment in the terms provided in the Income Tax Law with address at Parque Via 190-12th floor, Colonia Cuauhtémoc 06599 Mexico, D. F.
ContractManagement and Operation Services Agreement • July 16th, 2007 • Telefonos De Mexico S a B De C V • Radiotelephone communications
Management and Operation Services Agreement, entered into by and between Carso Global Telecom, S.A.B. de C.V., hereinafter “THE PROVIDER”, represented by C.P. Armando Ibañez Vázquez, and Teléfonos de México, S.A.B. de C.V., hereinafter “TELMEX”, represented by Lic. Héctor Slim Seade, in accordance with the following recitals and clauses:
U.S.$3,000,000,000 LOAN AGREEMENT dated as of August 11, 2006 among TELÉFONOS DE MÉXICO, S.A. DE C.V. The Lenders Party Hereto, and CITIBANK, N.A., as Administrative AgentLoan Agreement • July 16th, 2007 • Telefonos De Mexico S a B De C V • Radiotelephone communications • New York
attaches to such Restricted Property concurrently with or within 12 months after the acquisition thereof or completion of construction, improvement or repair thereof; (c) any Lien existing on any Restricted Property of any Material Subsidiary prior to the time such Material Subsidiary becomes a Subsidiary of the Borrower or arising after such time pursuant to contractual commitments entered into prior thereto and not in contemplation thereof; (d) any Lien securing Indebtedness owed by a Subsidiary to the Borrower or another Subsidiary; and (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses, except to the extent that such Indebtedness is increased or is secured by additional Restricted Property.
SIXTH AMENDMENT TO MANAGEMENT SERVICES AGREEMENT Between AT&T MEXICO, INC.Management Services Agreement • July 16th, 2007 • Telefonos De Mexico S a B De C V • Radiotelephone communications
This SIXTH AMENDMENT TO MANAGEMENT SERVICES AGREEMENT is made to be effective as of December 31, 2006 (this “Amendment”), between AT&T MEXICO, INC., a corporation duly organized under the laws of the State of Delaware, United States of America, with headquarters in Wilmington, Delaware, U.S.A., with permanent establishment in the United Mexican States under the Income Tax Law with address at Parque Vía 190-12th floor, Colonia Cuauhtémoc, 06599 Mexico, D.F. (hereinafter “AT&T MEXICO, INC.”) and TELEFONOS DE MEXICO, S.A.B DE C.V., a corporation duly organized under the laws of the United Mexican States, with its principal place of business in Mexico City, D.F. (hereinafter “TELMEX”).
TELÉFONOS DE MÉXICO, S.A.B. DE C.V. Debt Securities UNDERWRITING AGREEMENT — STANDARD PROVISIONSUnderwriting Agreement • June 19th, 2009 • Telefonos De Mexico S a B De C V • Radiotelephone communications • New York
THIRD AMENDMENT TO MANAGEMENT SERVICES AGREEMENT Between SBC INTERNATIONAL MANAGEMENT SERVICES, INC.Management Services Agreement • June 28th, 2004 • Telefonos De Mexico S a De C V • Radiotelephone communications
A corporation duly organized under the laws of the State of Delaware, United States of America, with headquarters in Wilmington, Delaware, USA, hereinafter “SBCI-MSI”, with Permanent Establishment in Mexico. Establishment in the terms provided in the Income Tax Law with address at Parque Via 190 – 12th floor, Colonia Cuauhtémoc 06599 Mexico, D. F.
ContractManagement and Operation Services Agreement • June 30th, 2006 • Telefonos De Mexico S a De C V • Radiotelephone communications
Management and Operation Services Agreement, entered into by and between Carso Global Telecom, S.A. de C.V., hereinafter “THE PROVIDER”, represented by C.P. Armando Ibañez Vázquez, and Teléfonos de México, S.A. de C.V., hereinafter “TELMEX”, represented by Ing. Jaime Chico Pardo, in accordance with the following recitals and clauses:
PREVIOUS FACTSTermination Agreement • May 11th, 2011 • Telefonos De Mexico S a B De C V • Radiotelephone communications
On January 1, 2010, “THE SUPPLIER” and “TELMEX” executed a services agreement (hereinafter the “Agreement”), whereby “THE SUPPLIER”, in exchange for a monthly fee paid by “TELMEX”, committed to provide “TELMEX” the management and operational consulting services described in the first clause of the Agreement. A copy of the Agreement is attached as “Exhibit 1”, forming an integral part hereto.
ContractExchange and Registration Rights Agreement • December 12th, 2003 • Telefonos De Mexico S a De C V • Radiotelephone communications • New York
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of November 19, 2003, among Teléfonos de México, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the United Mexican States (“Mexico”) (the “Issuer”), and the several Initial Purchasers listed in Schedule I to the Purchase Agreement (as defined herein) (the “Initial Purchasers”).
ContractManagement and Operation Services Agreement • June 27th, 2008 • Telefonos De Mexico S a B De C V • Radiotelephone communications
Management and Operation Services Agreement, entered into by and between Carso Global Telecom, S.A.B. de C.V., hereinafter “THE PROVIDER”, represented by C.P. Armando Ibañez Vázquez, and Teléfonos de México, S.A.B. de C.V., hereinafter “TELMEX”, represented by Lic. Héctor Slim Seade, in accordance with the following recitals and clauses:
