EXCHANGE AGENT AGREEMENTExchange Agent Agreement • September 23rd, 2004 • Mobile Radio Dipsa • Telephone communications (no radiotelephone) • New York
América Móvil, S.A. de C.V. (the “Company”) proposes to make an offer to exchange (the “Exchange Offer”) (a) an aggregate principal amount of up to U.S.$300,000,000 of the Company’s Floating Rate Senior Notes due 2007 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Act”), for a like principal amount of the Company’s outstanding Floating Rate Senior Notes due 2007 (the “Old Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the “Prospectus”) included in the Company’s registration statement on Form F-4 (File No. ), as amended (the “Registration Statement”), filed with the Securities and Exchange Commission and proposed to be distributed to all record holders of the Old Notes. The Old Notes and the Exchange Notes are collectively referred to herein as the “Notes.” Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Prospec
América Móvil, S.A. de C.V., as Issuer and Radiomóvil Dipsa, S.A. de C.V., as Guarantor to JPMorgan Chase Bank, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of April 27, 2004 U.S.$300,000,000 Floating Rate Senior Notes due 2007Supplemental Indenture • September 23rd, 2004 • Mobile Radio Dipsa • Telephone communications (no radiotelephone) • New York
This certificate and the statements contained herein are made for your benefit and the benefit of the Company, the Guarantor and the underwriter and initial purchaser, if any, of the Notes being transferred.
