Form of Exchange Agent AgreementExchange Agent Agreement • June 29th, 2005 • Telefonos De Mexico S a De C V • Radiotelephone communications • New York
Teléfonos de México, 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.$950,000,000 of its 4.75% Senior Notes due 2010 (the “Exchange Notes due 2010”), which have been registered under the Securities Act of 1933, as amended (the “Act”), for a like principal amount of the Company’s outstanding 4.75% Senior Notes due 2010 (the “Old Notes due 2010”) and (b) an aggregate principal amount of up to U.S.$800,000,000 of its 5.50% Senior Notes due 2015, that have been registered under the Act (together with the Exchange Notes due 2010, the “Exchange Notes”), for a like principal amount of the Company’s outstanding 5.50% Senior Notes due 2015 (together with the Old Notes due 2010, 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. 333- ), as amended (the
ContractExchange and Registration Rights Agreement • June 29th, 2005 • Telefonos De Mexico S a De C V • Radiotelephone communications • New York
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of January 27, 2005, among Teléfonos de México, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the United Mexican States (“Mexico”) (the “Issuer”), and the several Initial Purchasers listed in Schedule I to the Purchase Agreement (as defined herein) (the “Initial Purchasers”).
