0001193125-06-139784 Sample Contracts

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 Agent
Loan 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

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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”).

Contract
Management 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:

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