0000950162-07-000251 Sample Contracts

CREDIT AGREEMENT dated as of November 30, 2006 among AXTEL, S.A.B. DE C.V., as Borrower, AVANTEL, S. DE R.L. DE C.V. and THE OTHER SUBSIDIARIES OF THE BORROWER, as Guarantors,
Credit Agreement • May 1st, 2007 • Axtel Sab De Cv • Telephone communications (no radiotelephone) • New York

This CREDIT AGREEMENT is entered into as of November 30, 2006 (this “Agreement”) among: (a) AXTEL, S.A.B. DE C.V., a Mexican sociedad anónima bursátil de capital variable (the “Borrower”), (b) AVANTEL, S. DE R.L. DE C.V., a Mexican sociedad de responsabilidad limitada de capital variable (“Avantel”), (c) OTHER SUBSIDIARIES OF THE BORROWER, as Guarantors, (d) VARIOUS FINANCIAL INSTITUTIONS, as lenders (the “Lenders”), (e) CITIBANK, N.A., as the Administrative Agent (in such capacity, the “Administrative Agent”), and (f) BANCO NACIONAL DE MEXICO, S.A., INTEGRANTE DEL GRUPO FINANCIERO BANAMEX, as the Peso Agent (in such capacity, the “Peso Agent”).

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BRIDGE CREDIT AGREEMENT dated as of November 30, 2006 among AXTEL, S.A.B. DE C.V., as Borrower, AVANTEL, S. DE R.L. DE C.V. and THE OTHER SUBSIDIARIES OF THE BORROWER, as Guarantors, VARIOUS FINANCIAL INSTITUTIONS, as Lenders, and CREDIT SUISSE,...
Assignment and Assumption • May 1st, 2007 • Axtel Sab De Cv • Telephone communications (no radiotelephone) • New York

This CREDIT AGREEMENT is entered into as of November 30, 2006 (this “Agreement”) among: (a) AXTEL, S.A.B. DE C.V., a Mexican sociedad anónima bursátil de capital variable (the “Borrower”), (b) AVANTEL, S. DE R.L. DE C.V., a Mexican sociedad de responsabilidad limitada de capital variable (“Avantel”), (c) OTHER SUBSIDIARIES OF THE BORROWER, as Guarantors, (d) VARIOUS FINANCIAL INSTITUTIONS, as lenders (the “Lenders”), and (e) CREDIT SUISSE, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, as the Administrative Agent (in such capacity, the “Administrative Agent”).

Summary of the Agreements entered by Axtel In connection with the acquisition of the Avantel Companies.
Axtel Sab De Cv • May 1st, 2007 • Telephone communications (no radiotelephone)

Axtel, S.A.B. de C.V. (“Axtel”) and Banco Nacional de México, S.A., Integrante del Grupo Financiero Banamex (“Banamex”) entered into a Mater Agreement dated November 27, 2006, which established the terms and conditions for the sale of substantially all of the assets of Avantel Infraestructura, S. de R.L. de C.V. and the sale of the 100% of the partnership interest in Avantel Infraestructura, S. de R.L. de C.V. and Avantel, S. de R.L. de C.V. (the “Transaction”). Such Master Agreement was subject to the following terms and conditions:

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