REGISTRATION RIGHTS AGREEMENT Dated as of March 9, 2004 among AMÉRICA MÓVIL, S.A. de C.V., RADIOMÓVIL DIPSA, S.A. de C.V. and and MORGAN STANLEY & CO. INCORPORATED as Initial PurchasersRegistration Rights Agreement • July 26th, 2004 • America Movil Sa De Cv/ • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENT dated as of March 9, 2004 (the “Agreement”) is entered into by and among América Móvil, S.A. de C.V. (the “Company”), a sociedad anónima de capital variable organized under the laws of the United Mexican States (“Mexico”), Radiomóvil Dipsa, S.A de C.V. (the “Guarantor”), a sociedad anónima de capital variable, organized under the laws of Mexico, and J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated (collectively, the “Initial Purchasers”).
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • July 26th, 2004 • America Movil Sa De Cv/ • Telephone communications (no radiotelephone) • New York
América Móvil, 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.$500,000,000 of the Company’s 4.125% Senior Notes due 2009 (the “Exchange Notes due 2009”), which have been registered under the Securities Act of 1933, as amended (the “Act”), for a like principal amount of the Company’s outstanding 4.125% Senior Notes due 2009 (the “Old Notes due 2009”) and (b) an aggregate principal amount of up to U.S.$800,000,000 of the Company’s 5.500% Senior Notes due 2014 (together with the Exchange Notes due 2009, the “Exchange Notes”), which have been registered under the Act, for a like principal amount of the Company’s outstanding 5.500% Senior Notes due 2014 (together with the Old Notes due 2009, 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. ),
América Móvil, S.A. de C.V., as Issuer and Radiomóvil Dipsa, S.A. de C.V., as Guarantor to JPMorgan Chase Bank, as TrusteeAmerica Movil Sa De Cv/ • July 26th, 2004 • Telephone communications (no radiotelephone) • New York
América Móvil, S.A. de C.V., as Issuer and Radiomóvil Dipsa, S.A. de C.V., as Guarantor and JPMorgan Chase Bank, as TrusteeIndenture • July 26th, 2004 • America Movil Sa De Cv/ • Telephone communications (no radiotelephone) • New York
