REGISTRATION RIGHTS AGREEMENT Dated as of March 30, 2010 among AMÉRICA MÓVIL, S.A.B. de C.V., RADIOMÓVIL DIPSA, S.A. de C.V. and CITIGROUP GLOBAL MARKETS INC., GOLDMAN, SACHS & CO. and 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 March 30, 2010 (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 Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc., 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 3.625% Senior Notes due 2015, up to an aggregate principal amount of U.S.$2,000,000,000 of its 5.000% Senior Notes due 2020 and up to an aggregate principal amount of U.S.$1,250,000,000 of its 6.125% Senior Notes due 2040 (such notes offered within the Exchange Offer, collectively, 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 3.625% Senior Notes due 2015, a like principal amount of its outstanding unregistered 5.000% Senior Notes due 2020 and a like principal amount of its outstanding unregistered 6.125% Senior Notes due 2040 (such outstanding unregistered notes, collectively, the “Original Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospect
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, Security Registrar, Principal Paying Agent and Transfer Agent and The Bank of New York Mellon (Luxembourg) S.A., as...Fourth Supplemental Indenture • July 15th, 2010 • Mobile Radio Dipsa • Asset-backed securities • New York
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, Security Registrar, Principal Paying Agent and Transfer Agent and The Bank of New York Mellon (Luxembourg) S.A., as...Second Supplemental Indenture • July 15th, 2010 • Mobile Radio Dipsa • Asset-backed securities • New York
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, Security Registrar, Principal Paying Agent and Transfer Agent and The Bank of New York Mellon (Luxembourg) S.A., as...Third Supplemental Indenture • July 15th, 2010 • Mobile Radio Dipsa • Asset-backed securities • New York
