0000950162-04-000450 Sample Contracts

RECITALS:
Assignment and Assumption Agreement • April 5th, 2004 • Installations & Hirings LTD
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INDENTURE
Indenture • April 5th, 2004 • Installations & Hirings LTD • New York
Joinder Agreement
Joinder Agreement • April 5th, 2004 • Installations & Hirings LTD

WHEREAS, Nortel Networks Limited (the "Subscriber") is acquiring from Axtel, S.A. de C.V. (the "Corporation"), pursuant to the terms of a Restructuring Agreement dated as of March 20, 2003 by and among the Subscriber, the Corporation, Nortel Networks de Mexico, S.A. de C.V. and Toronto Dominion (Texas), Inc. the number and type of Shares (the "Securities") (as defined in the Unanimous Shareholders Agreement made as of October 6, 1997 among Bell Canada International (Mexico Telecom) Limited, Bell Canada International Inc., Telinor Telefonia, S. de R.L. de C.V. (formerly known as Telinor Telefonia, S.A. de C.V.), Worldtel Mexico Telecom Ltd. and the Corporation (formerly known as Telefonia Inalambrica del Norte, S.A. de C.V.) (the "Shareholders Agreement")) set forth below the Subscriber's signature to this joinder agreement (the "Joinder Agreement"); and

WITNESSETH
Concession Agreement • April 5th, 2004 • Installations & Hirings LTD
WITNESSETH
Unanimous Shareholders Agreement • April 5th, 2004 • Installations & Hirings LTD • Quebec
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