REGISTRATION RIGHTS AGREEMENT Dated as of October 16, 2009 among AMÉRICA MÓVIL, S.A.B. de C.V., RADIOMÓVIL DIPSA, S.A. de C.V. and MORGAN STANLEY & CO. INCORPORATED and GOLDMAN, SACHS & CO. as Representatives of the Initial PurchasersRegistration Rights Agreement • July 15th, 2010 • Mobile Radio Dipsa • Asset-backed securities • New York
REGISTRATION RIGHTS AGREEMENT dated as of October 16, 2009 (this “Agreement”) is entered into by and among América Móvil, 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”), Radiomóvil Dipsa, S.A. de C.V. (the “Guarantor”), a sociedad anónima de capital variable, organized under the laws of Mexico, and Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co., as representatives (the “Representatives”), of the initial purchasers named in Schedule 1 to the Purchase Agreement referred to below (the “Initial Purchasers”).
FORM OF EXCHANGE AGENT AGREEMENTExchange Agent Agreement • July 15th, 2010 • Mobile Radio Dipsa • Asset-backed securities • New York
América Móvil, S.A.B. de C.V. (the “Company”) proposes to make an offer to exchange (the “Exchange Offer”) up to an aggregate principal amount of U.S.$750,000,000 of its 5.000% 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 its outstanding unregistered 5.000% Senior Notes due 2019 (the “Original 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 Original Notes. The Original 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
América Móvil, S.A.B. de C.V., as Issuer and Radiomóvil Dipsa, S.A. de C.V., as Guarantor 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...Indenture • July 15th, 2010 • Mobile Radio Dipsa • Asset-backed securities • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of October 16, 2009, among América Móvil, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized and existing under the laws of the United Mexican States (“Mexico”) (herein called the “Company”), having its principal office at Lago Alberto 366, Edificio Telcel I, Piso 2, Colonia Anáhuac, 11320, Mexico, D.F., Mexico, Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (herein called the “Guarantor”), having its principal office at Lago Alberto 366, Edificio Telcel I, Piso 2, Colonia Anáhuac, 11320, Mexico, D.F., Mexico, The Bank of New York Mellon, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the “Trustee”) to the Indenture, dated as of September 30, 2009, among the Company, the Guarantor and the Trustee (herein called the “Base Indenture”) and The Bank of New York Mellon (Luxembourg) S.A., as
