0001193125-07-155698 Sample Contracts

Contract
Management 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:

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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 Agent
Loan 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”).

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