FORM OF EXCHANGE AGENT AGREEMENTExchange Agent Agreement • July 2nd, 2010 • Telefonos De Mexico S a B De C V • Radiotelephone communications • New York
Teléfonos de México, S.A.B. de C.V. (the “Company”) proposes to make an offer to exchange (the “Exchange Offer”) an aggregate principal amount of up to U.S.$500,000,000 of the Company’s 5.500% Senior Notes Due 2019 (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 5.500% Senior Notes Due 2019 (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 “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 Prospectus
REGISTRATION RIGHTS AGREEMENT Dated as of November 12, 2009 among TELÉFONOS DE MÉXICO, S.A.B. de C.V. and BANC OF AMERICA SECURITIES LLC and HSBC SECURITIES (USA) INC. as Representatives of the Initial PurchasersRegistration Rights Agreement • July 2nd, 2010 • Telefonos De Mexico S a B De C V • Radiotelephone communications • New York
REGISTRATION RIGHTS AGREEMENT dated as of November 12, 2009 (this “Agreement”) is entered into by and between Teléfonos de México, S.A.B. de C.V. (the “Company”), a sociedad anónima bursátil de capital variable organized under the laws of the United Mexican States (“Mexico”), and Banc of America Securities LLC and HSBC Securities (USA) Inc., as representatives (the “Representatives”), of the initial purchasers named in Schedule 1 to the Purchase Agreement referred to below (the “Initial Purchasers”).
Teléfonos de México, S.A.B. de C.V., as Issuer to The Bank of New York Mellon, as Trustee and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent FIRST SUPPLEMENTAL INDENTURE Dated as of November 12, 2009 U.S.$500,000,000 5.500%...Indenture • July 2nd, 2010 • Telefonos De Mexico S a B De C V • Radiotelephone communications • New York
This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the underwriter or initial purchasers, if any, of the initial offering of such Notes being transferred.
