RESTRUCTURING AND SUPPORT AGREEMENTRestructuring and Support Agreement • July 3rd, 2013 • Maxcom Telecommunications Inc • Telephone communications (no radiotelephone) • New York
This RESTRUCTURING AND SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “RSA”), dated as of July 3, 2013 (the “Execution Date”) is entered into by and among Maxcom Telecomunicaciones, S.A.B. de C.V. (“Maxcom Telecomunicaciones”) and certain of its direct and indirect subsidiaries party hereto (collectively, the “Company”) and those certain holders of the 11.0% Senior Notes due 2014 issued by Maxcom Telecomunicaciones pursuant to an indenture dated as of December 20, 2006 (the “Existing Indenture,” and the notes issued thereunder, the “Senior Notes”) signatory hereto (collectively, the “Consenting Senior Noteholders”). The Company and the Consenting Senior Noteholders may each be referred to herein as a “Party” and, collectively, as the “Parties.”
RECAPITALIZATION AGREEMENT Dated as of July 3, 2013 by and among VENTURA CAPITAL PRIVADO, S.A. DE C.V., Banco invex, S.A., acting as trustee under Trust Number 1387, Javier Molinar Horcasitas, Enrique Castillo Sanchéz Majorada, and MAXCOM...Recapitalization Agreement • July 3rd, 2013 • Maxcom Telecommunications Inc • Telephone communications (no radiotelephone)
THIS RECAPITALIZATION AGREEMENT (this “Agreement”), dated as of July 3, 2013, by and among Ventura Capital Privado, S.A. de C.V., a sociedad anónima de capital variable (“Ventura”), Trust Number 1387, acting through Banco Invex S.A., Institución de Banca Múltiple, Invex Grupo Financiero, a banking institution organized and existing under the laws of the United Mexican States (the “Trust 1387”), Javier Molinar Horcasitas (“Javier Molinar”), Enrique Castillo Sanchéz Mejorada (“Enrique Castillo” and together with Ventura, Trust 1387, and Javier Molinar, collectively, the “Purchasers”), and Maxcom Telecomunicaciones, S.A.B. de C.V., a sociedad anónima bursátil de capital variable (the “Company”).
FORM OF AMENDED AND RESTATED AGREEMENT TO TENDERMaxcom Telecommunications Inc • July 3rd, 2013 • Telephone communications (no radiotelephone)
AGREEMENT TO TENDER (this “Amended and Restated Agreement”), dated as of July 2, 2013, among Ventura Capital Privado, S.A. de C.V., a sociedad anónima de capital variable (“Ventura”), Trust Number 1387, acting through Banco Invex S.A., Institución de Banca Múltiple, Invex Grupo Financiero, a banking institution organized and existing under the laws of the United Mexican States (the “Trust 1387”), Javier Molinar Horcasitas (“Javier Molinar”), Enrique Castillo Sanchéz Mejorada (“Enrique Castillo” and together with Ventura, Trust 1387, and Javier Molinar, collectively, “Bidders”), and _________ (the “Selling Shareholder”) with the appearance of Nexus Partners I, LLC (“Nexus Partners”).
