Common use of Debtors’ Stipulations Clause in Contracts

Debtors’ Stipulations. Without prejudice to the rights of any other party (but subject to the limitations thereon contained in paragraph 13 of this Interim Order), the Debtors admit, stipulate and agree that: (i) Pursuant to the terms of that certain Indenture, dated February 18, 2011, by and among BRT Escrow Corporation SpA, as initial temporary issuer, the Trustee and the Collateral Trustees (as amended by that (a) First Supplemental Indenture, dated as of February 28, 2011 to be by and among Alsacia, as issuer, and Express ▇▇ ▇▇▇▇▇▇▇▇ Uno S.A. (“Express”), Inversiones Eco Uno S.A. (“Eco Uno”) and Panamerican Investments Ltd. (“Panamerican”) as guarantors (collectively, the “Guarantors”), the Trustee and the Collateral Trustees, (b) Second Supplemental Indenture, dated as of December 16, 2011, and (c) the waivers granted pursuant to the Amended and Restated Consent Solicitation Statement, dated September 25, 2013, as supplemented on October 3, October 10 and October 14, 2013, and as further amended to date, and as it may hereafter be amended, supplemented or modified from time to time, the “Senior aggregate original principal amount of U.S.$464,000,000 (the “Senior Secured Notes”, and a holder of any of the Senior Secured Notes, a “Senior Secured Noteholder”).3 3 For the avoidance of doubt, all references herein to Senior Secured Noteholders shall include the Consenting Senior Secured Noteholders and the Requisite Consenting Senior Secured Noteholders (as defined (ii) Under the terms of the Senior Secured Notes Indenture, Alsacia’s obligations under the Senior Secured Notes are jointly and severally and unconditionally and irrevocably guaranteed by the Guarantors (the “Guarantees”). (iii) Pursuant to the terms of that certain Contrato de Aperatura de Crédito (Loan Agreement), dated February 11, 2011, by and among Banco Internacional (“BI”), BRT Escrow Corporation SpA as initial borrower, Alsacia as successor borrower, Panamerican (Chile Branch) as guarantor and Inversiones ▇▇▇▇▇▇ SpA (a wholly-owned subsidiary of Alsacia, “▇▇▇▇▇▇”) as guarantor (the “Bus Terminal Loan”), BI agreed to extend a loan to Alsacia in an aggregate principal amount of U.S.$ 12,500,000 (the “Bus Terminal Loan”). Alsacia’s obligations under the Bus Terminal Loan are guaranteed by the Guarantors and ▇▇▇▇▇▇ and are secured by a first priority security interest on the Huechuraba terminal and on Lorena’s capital stock (the “Bus Terminal Lien”). (iv) To secure the Debtors’ obligations under the Senior Secured Notes (the “Prepetition Obligations”), under the terms of the Senior Secured Notes Indenture, the Collateral Trust Agreement, dated February 28, 2011, by and among, Alsacia, the Guarantors, the Trustee, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Services, Inc., as notes hedge counterparty, Credit Suisse International, as notes hedge counterparty, and the Collateral Trustees (the “Collateral Trust Agreement”), the Security Documents (as defined in the Senior Secured Notes Indenture) and certain other related financing and security documents,4 Alsacia and the Guarantors granted the Collateral Trustees, below), and rights and remedies granted herein to the Senior Secured Noteholders may be exercised at all times by the Consenting Senior Secured Noteholders and the Requisite Consenting Senior Secured Noteholders to the extent set forth herein.

Debtors’ Stipulations. Without prejudice to the rights of any other party (but subject to the limitations thereon contained in paragraph 13 of this Interim Order16 herein), the Debtors admit, stipulate and agree that: (ia) Debtor Maxcom, as borrower, and Deutsche Bank Trust Company Americas (the “Indenture Trustee”), as trustee, are parties to that certain indenture (the “Indenture”), dated as of December 20, 2006, as amended, modified, or supplemented. (b) Pursuant to the terms of that certain Indenture, dated February 18, 2011, by and among BRT Escrow Corporation SpA, as initial temporary issuer, the Trustee and the Collateral Trustees (as amended by that (a) First Supplemental Indenture, dated as of February 28, 2011 to be by and among Alsacia, as issuer, and Express ▇▇ ▇▇▇▇▇▇▇▇ Uno S.A. (“Express”), Inversiones Eco Uno S.A. (“Eco Uno”) and Panamerican Investments Ltd. (“Panamerican”) as guarantors Debtors issued 11% senior notes due 2014 (collectively, the “Guarantors”), the Trustee Senior Notes” and the Collateral Trustees, (b) Second Supplemental Indenture, dated as of December 16, 2011, and (c) the waivers granted pursuant to the Amended and Restated Consent Solicitation Statement, dated September 25, 2013, as supplemented on October 3, October 10 and October 14, 2013, and as further amended to date, and as it may hereafter be amended, supplemented or modified from time to timenoteholders thereunder, the “Senior aggregate original principal amount of U.S.$464,000,000 (the “Senior Secured Notes”, and a holder of any of the Senior Secured Notes, a “Senior Secured Noteholder”).3 3 For the avoidance of doubt, all references herein to Senior Secured Noteholders shall include the Consenting Senior Secured Noteholders and the Requisite Consenting Senior Secured Noteholders (as defined (ii) Under the terms of the Senior Secured Notes Indenture, Alsacia’s obligations under the Senior Secured Notes are jointly and severally and unconditionally and irrevocably guaranteed by the Guarantors (the “GuaranteesNoteholders”). (iiic) Pursuant As of the Petition Date, the Debtors were truly and justly indebted to the terms Senior Noteholders, without defense, counterclaim or offset of that certain Contrato de Aperatura de Crédito any kind, in the amounts set forth in the schedule attached as [Exhibit __] to the Plan (Loan Agreement)collectively, dated February 11, 2011, by and among Banco Internacional (“BI”), BRT Escrow Corporation SpA as initial borrower, Alsacia as successor borrower, Panamerican (Chile Branch) as guarantor and Inversiones ▇▇▇▇▇▇ SpA (a wholly-owned subsidiary of Alsacia, “▇▇▇▇▇▇”) as guarantor (the “Bus Terminal Loan”), BI agreed to extend a loan to Alsacia in an aggregate principal amount of U.S.$ 12,500,000 (the “Bus Terminal LoanSenior Note Obligations”). Alsacia’s obligations The Senior Notes Obligations constitute the legal, valid and binding obligation of the Debtors, enforceable in accordance with their terms (except as subject to the stay of enforcement arising under section 362 of the Bus Terminal Loan Bankruptcy Code). (d) The Senior Notes Obligations are guaranteed by all of Maxcom’s direct and indirect subsidiaries, excluding Fundación Maxcom, A.C., a non-profit unrestricted subsidiary that is not a Debtor in these chapter 11 cases. (e) No portion of the Guarantors Senior Notes Obligations and ▇▇▇▇▇▇ no amounts paid at any time to the Indenture Trustee or the Senior Noteholders in respect of the Senior Notes Obligations, the Senior Notes Documents, the Restructuring and Support Agreement and the transactions contemplated thereby is subject to contest, attack, objection, recoupment, defense, setoff, counterclaim, avoidance, recharacterization, reclassification, reduction, disallowance, recovery or subordination or other challenge pursuant to the Bankruptcy Code or applicable nonbankruptcy law and the Debtors do not have any claims, counterclaims, causes of action, defenses or setoff rights related to the Senior Notes Obligations or the Senior Notes Documents, whether arising under the Bankruptcy Code or applicable nonbankruptcy law, on or prior to the date hereof, against the Indenture Trustee or the Senior Noteholders, and their respective subsidiaries, agents, officers, directors, employees, attorneys and advisors. (f) The Senior Notes are secured by a first priority security interest on in the Huechuraba terminal fixed assets that comprise Maxcom’s “Telephone Network System and on Lorena’s capital stock Equipment”, including, but not limited to constructions, transportation equipment and vehicles, computers, information electronic data processing equipment, telecommunications and office furniture and equipment (the “Bus Terminal LienPrepetition Collateral”). (ivg) To The liens and security interests granted to the Indenture Trustee for the benefit of the Senior Noteholders in connection with the Senior Notes are valid, binding, perfected, enforceable, first priority liens and security interests and (x) are not subject to objection, defense, contest, avoidance, recharacterization, reclassification, reduction or subordination pursuant to the Bankruptcy Code or applicable nonbankruptcy law by any person or entity and (y) subject and subordinate only to the Carve Out (as defined below) and the liens and security interests granted to secure the Debtors’ obligations Adequate Protection Obligations (as defined below). (h) Interest payments under the Senior Secured Notes are made semi-annually on June 15 and December 15 (or, if on non-business day, the “Prepetition Obligations”next succeeding business day), under the terms . The Debtors have previously repurchased approximately $22.9 million of the Senior Secured Notes Indenture, the Collateral Trust Agreement, dated February 28, 2011, by and among, Alsacia, the Guarantors, the Trustee, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Services, Inc., as notes hedge counterparty, Credit Suisse International, as notes hedge counterparty, and the Collateral Trustees (the “Collateral Trust Agreement”), the Security Documents (as defined in the Senior Secured Notes Indenture) and certain other related financing and security documents,4 Alsacia and the Guarantors granted the Collateral Trustees, below), and rights and remedies granted herein to the Senior Secured Noteholders may be exercised at all times by the Consenting Senior Secured Noteholders and the Requisite Consenting Senior Secured Noteholders to the extent set forth hereinNotes.

Debtors’ Stipulations. Without prejudice to the rights of any other party (but subject to the limitations thereon contained in paragraph 13 of this Interim Order), 29 below) the Debtors admit, stipulate stipulate, and agree that:to the following (collectively, the “Debtor Stipulations”): (a) The Prepetition Linn Credit Agreement (i) Pursuant to the terms of that certain IndentureLinn Energy, dated February 18, 2011, by and among BRT Escrow Corporation SpA, LLC as initial temporary issuerborrower, the Trustee and guarantors party thereto, the Collateral Trustees lenders party thereto (as amended by that (a) the “Prepetition First Supplemental Indenture, dated as of February 28, 2011 to be by and among Alsacia, as issuer, and Express ▇▇▇▇ ▇▇▇▇▇▇▇▇ Uno S.A. (“ExpressLenders”), Inversiones Eco Uno S.A. (“Eco Uno”) the Administrative Agents, and Panamerican Investments Ltd. (“Panamerican”) as guarantors other agents party thereto (collectively, the “GuarantorsPrepetition First ▇▇▇▇ ▇▇▇▇ Secured Parties”), the Trustee and the Collateral Trustees, (b) Second Supplemental Indentureare parties to that certain Credit Agreement, dated as of December 16, 2011, and (c) the waivers granted pursuant to the Amended and Restated Consent Solicitation Statement, dated September April 25, 2013, 2013 (as supplemented on October 3, October 10 and October 14, 2013, and as further amended to date, and as it may hereafter be amended, supplemented or otherwise modified from time to time, the “Senior aggregate original principal amount of U.S.$464,000,000 (Prepetition Linn Credit Agreement” and together with all agreements, documents, certificates and instruments delivered or executed from time to time in connection therewith, as amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, collectively, the “Senior Secured NotesLinn Credit Facility Documentation”, ). The Prepetition Linn Credit Agreement provides for the making of term and a holder of any of revolving loans to the Senior Secured Notes, a “Senior Secured Noteholder”).3 3 For the avoidance of doubt, all references herein to Senior Secured Noteholders shall include the Consenting Senior Secured Noteholders and the Requisite Consenting Senior Secured Noteholders (Borrower as definedprovided therein. (ii) Under the terms As of the Senior Secured Notes IndenturePetition Date, Alsacia’s obligations the borrowings under the Senior Secured Notes are jointly Prepetition Linn Credit Agreement consisted of: (A) [$500,000,000] outstanding in term loans and severally (A) approximately [$3,100,000,000] in revolving loans, plus accrued and unconditionally unpaid interest, fees, expenses, penalties, premiums, charges and irrevocably guaranteed by any other obligations incurred in connection therewith, in each case in accordance with the Guarantors Linn Credit Facility Documentation (collectively, the “GuaranteesPrepetition First ▇▇▇▇ ▇▇▇▇ Debt” or “Prepetition First ▇▇▇▇ ▇▇▇▇ Obligations”). (iii) Pursuant to the terms of that certain Contrato de Aperatura de Crédito (Loan Agreement), dated February 11, 2011, by and among Banco Internacional (“BI”), BRT Escrow Corporation SpA as initial borrower, Alsacia as successor borrower, Panamerican (Chile Branch) as guarantor and Inversiones ▇▇The Prepetition First ▇▇▇▇ SpA (a wholly-owned subsidiary of Alsacia, “▇▇▇▇▇▇”) as guarantor (the “Bus Terminal Loan”), BI agreed to extend a loan to Alsacia in an aggregate principal amount of U.S.$ 12,500,000 (the “Bus Terminal Loan”). Alsacia’s obligations under the Bus Terminal Loan are guaranteed by the Guarantors and ▇▇▇▇▇▇ and are Debt is secured by a first certain of the oil and gas properties and certain other assets of the Linn Debtors on which the Linn Debtors granted to the Prepetition First ▇▇▇▇ ▇▇▇▇ Secured Parties, valid, binding, perfected, first-priority liens and security interest on the Huechuraba terminal and on Lorena’s capital stock interests (the “Bus Terminal LienPrepetition First Priority Linn Liens”) pursuant to, and to the extent set forth in, the documentation governing the Linn Credit Facility, subject to customary limitations as set forth in the Linn Credit Facility Documentation (collectively, the “Prepetition Linn Collateral”). (iv) To secure the Debtors’ obligations under the Senior Secured Notes (the “The Prepetition Obligations”), under the terms of the Senior Secured Notes Indenture, the Collateral Trust Agreement, dated February 28, 2011, by and among, Alsacia, the Guarantors, the Trustee, ▇▇▇First ▇▇▇▇ ▇▇▇▇ Obligations constitute legal, valid, binding non-avoidable obligations of the Linn Debtors, except as subject to the stay of enforcement arising under section 362 of the Bankruptcy Code. The Prepetition First Priority Linn Liens are valid, binding, enforceable, non-avoidable and perfected liens on and security interests in the Prepetition Linn Collateral, solely for the benefit of the Prepetition First ▇▇▇▇ Capital Services▇▇▇▇ Secured Parties. (v) No portion of the Prepetition First ▇▇▇▇ ▇▇▇▇ Obligations or Prepetition First Priority Linn Liens is subject to any contest, Inc.attack, as notes hedge counterpartyobjection, Credit Suisse Internationalrecoupment, as notes hedge counterpartydefense, setoff, counterclaim, avoidance, recharacterization, reclassification, reduction, disallowance, recovery, or subordination or other challenge pursuant to the Bankruptcy Code or applicable nonbankruptcy law, provided, however, that the Prepetition First Priority Linn Liens shall be subject and subordinate only to (A) the Collateral Trustees Linn Carve Out, (B) the “Collateral Trust Agreement”), liens and security interests granted to secure the Security Documents Linn Adequate Protection Obligations (as defined in the Senior Secured Notes Indentureparagraph 9(b) and certain other related financing and security documents,4 Alsacia and the Guarantors granted the Collateral Trustees, below), and rights and remedies granted herein to the Senior Secured Noteholders may be exercised at all times by the Consenting Senior Secured Noteholders and the Requisite Consenting Senior Secured Noteholders to the extent set forth hereinsuch liens and security interests attach to the Prepetition Linn Collateral, and (C) valid, perfected, and unavoidable liens permitted under the Prepetition Linn Credit Agreement, to the extent such liens are permitted to be senior to the liens of the Administrative Agent on the Prepetition Linn Collateral pursuant to the terms of the Prepetition Linn Credit Agreement.