Alestra Sample Contracts

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ALESTRA, S. DE R.L. DE C.V. AND THE BANK OF NEW YORK MELLON, as TRUSTEE INDENTURE Dated as of August 11, 2009 11.750% SENIOR NOTES DUE 2014
Indenture • October 7th, 2009 • Alestra • Telephone communications (no radiotelephone) • New York

* This reconciliation and tie shall not, for any purpose, be deemed to be part of this Indenture. This reconciliation and tie shall only apply subsequent to qualification of this Indenture under the U.S. Trust Indenture Act of 1939.

ALESTRA, S. de R.L. de C.V., as Issuer and THE BANK OF NEW YORK, as Trustee
Indenture • August 1st, 2003 • Alestra • Telephone communications (no radiotelephone) • New York

INDENTURE, dated as of , 2003, between Alestra, S. de R.L. de C.V., a sociedad de responsabilidad limitada de capital variable organized under the laws of the United Mexican States (the “Company”), as issuer, and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).

SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 22nd, 2003 • Alestra • Telephone communications (no radiotelephone) • New York

SUPPLEMENTAL INDENTURE, effective as of , 2003, by and between ALESTRA, S. de R.L. de C.V., a corporation duly organized and existing under the laws of the United Mexican States (the “Company”), having its principal business office at Avenida Lázaro Cárdenas No. 2321, Piso 9, Col. Residencial San Agustín, San Pedro Garza García, N.L. 66260, México, and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking corporation, as Trustee (the “Trustee”), having its principal corporate trust office at 100 Wall Street, 16th Floor, New York, New York 10005.

FORM OF EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • December 21st, 2009 • Alestra • Telephone communications (no radiotelephone) • New York

This Exchange Agent Agreement (this “Agreement”) is entered into as of this [—]th day of [—], 2010 by and between Alestra, S. de R.L. de C.V., a limited liability company with variable capital (sociedad de responsabilidad limitada de capital variable) organized under the laws of Mexico (the “Company”), and The Bank of New York Mellon, a New York banking corporation.

Service Mark License Amendment
Service Mark License Amendment • June 20th, 2003 • Alestra • Telephone communications (no radiotelephone) • New York

This Service Mark License Amendment (“Agreement”) is made as of the last dated signature below by and between AT&T Corp for itself and for the benefit of each of its Subsidiaries and Affiliates (collectively “AT&T”) and Alestra S. de R.L. de C. V. (“Alestra”).

ADDENDUM TO AT&T GLOBAL NETWORK COOPERATION AGREEMENT
At&t Global Network Cooperation Agreement • April 3rd, 2006 • Alestra • Telephone communications (no radiotelephone)

Addendum to AT&T Global Network Cooperation Agreement (this “Addendum”) dated as of November 30, 2005, between AT&T Corp., a company incorporated under the laws of the state of New York (“AT&T”), and Alestra, S. de R.L. de C.V., a company organized under the laws of the United Mexican States (“Alestra”).

ADDENDUM TO SECOND AMENDED AND RESTATED JOINT VENTURE AGREEMENT
Joint Venture Agreement • April 3rd, 2006 • Alestra • Telephone communications (no radiotelephone)

Addendum to Second Amended and Restated Joint Venture Agreement (this “Addendum”) dated as of November 30, 2005, by and among ALFA, S.A. de C.V., a company incorporated under the laws of the United Mexican States (“ALFA”); AT&T Corp. (“AT&T”), a company incorporated under the laws of the state of New York and, upon the consummation of the SBC-AT&T Merger (as defined in the Recitals below) a wholly owned subsidiary of SBC Communications Inc. (“SBC”); AT&T Telecom Mexico Inc., a company incorporated under the laws of the state of Delaware (“AT&TCO”); BBVA Bancomer, S.A., Institución de Banca Multiple, Grupo Financiero BBVA Bancomer, a company incorporated under the laws of the United Mexican States (“Bancomer”); Onexa, S.A. de C.V., a company incorporated under the laws of the United Mexican States (“Onexa”); and Alestra, S. de R.L. de C.V., a company organized under the laws of the United Mexican States (“Alestra” or the “Partnership”) (collectively, for the purposes of this Addendum, t

SECURITY AGREEMENT
Security Agreement • March 30th, 2007 • Alestra • Telephone communications (no radiotelephone) • New York

This SECURITY AGREEMENT (this “Agreement”) is made and entered into as of July 26, 2006 by and among Alestra, S. de R.L. de C.V., a sociedad de responsabilidad limitada de capital variable organized under the laws of the United Mexican States, as debtor (“Pledgor”) and Deutsche Bank Trust Company Americas, as collateral agent for the benefit of the Holders and, for purposes of establishing and maintaining the Account (as defined below), in its individual capacity as a securities intermediary (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in that certain Note Purchase Agreement dated as of the date hereof between Pledgor and Deutsche Bank AG, London Branch (the “Initial Holder”), a copy of which is attached as Exhibit A hereto (the “Note Purchase Agreement”) and in the Notes issued pursuant thereto.

PURCHASE AGREEMENT by and among ALFA, S.A.B. de C.V., AT&T CORP., AT&T TELECOM MEXICO INC. and ALESTRA, S. de R.L. de C.V. Dated as of April 14, 2011
Purchase Agreement • May 13th, 2011 • Alestra • Telephone communications (no radiotelephone) • New York

This PURCHASE AGREEMENT, dated April 14, 2011 (the “Agreement”), by and among Alfa, S.A.B. de C.V., a company incorporated under the laws of Mexico (the “Purchaser”), AT&T Telecom Mexico Inc., a company incorporated under the laws of the state of Delaware (the “Seller”), AT&T Corp., a company incorporated under the laws of the state of New York (“AT&T” and together with the Seller, the “AT&T Parties”), and Alestra, S. de R.L. de C.V., a company incorporated under the laws of Mexico (the “Company”).

NODES PURCHASE AGREEMENT by and among ALESTRA, S. de R.L. de C.V., ALFA, S.A.B. de C.V., AT&T GLOBAL NETWORK SERVICES MEXICO, S. de R.L. de C.V. and AT&T CORP. Dated as of April 14, 2011
Nodes Purchase Agreement • May 13th, 2011 • Alestra • Telephone communications (no radiotelephone) • New York

This NODES PURCHASE AGREEMENT, dated April 14, 2011 (the “Agreement”), by and among Alestra, S. de R.L. de C.V., a company incorporated under the laws of Mexico (the “Seller”), Alfa, S.A.B. de C.V., a company incorporated under the laws of Mexico (“Alfa”), AT&T Global Network Services Mexico, S. de R.L. de C.V., a company incorporated under the laws of Mexico (the “Purchaser”), and AT&T Corp., a company incorporated under the laws of the state of New York (“AT&T” and together with the Purchaser, the “AT&T Parties”).

ADDENDUM TO AMENDED AND RESTATED SERVICE MARK LICENSE AGREEMENT
Service Mark License Agreement • April 3rd, 2006 • Alestra • Telephone communications (no radiotelephone)

Addendum to Amended and Restated Service Mark License Agreement (this “Addendum”) dated as of November 30, 2005, between AT&T Corp., a company incorporated under the laws of the state of New York (“AT&T”), and Alestra, S. de R.L. de C.V., a company organized under the laws of the United Mexican States (“Alestra”).

Alestra, S. de R.L. de C.V. 11.750% Senior Notes due 2014 Registration Rights Agreement
Registration Rights Agreement • October 7th, 2009 • Alestra • Telephone communications (no radiotelephone) • New York

PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

THIS NOTE PURCHASE AGREEMENT is made on July 26, 2006 BETWEEN
Note Purchase Agreement • March 30th, 2007 • Alestra • Telephone communications (no radiotelephone) • New York

WHEREAS the Issuer has authorized the creation and issue of one or more promissory notes in an aggregate principal amount not exceeding U.S.$50,000,000.

EXHIBIT 1.1 FORM OF DEALER MANAGER AND SOLICITATION AGENT AGREEMENT ------------------------------------------------------- ALESTRA, S. DE R. L. DE C.V.
Dealer Manager and Solicitation Agent Agreement • February 11th, 2003 • Alestra • Telephone communications (no radiotelephone) • New York
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