**Summary in English of the Irrevocable Guaranty Trust Agreement (the “****Trust Agreement****” orthe “****Trust****”)**The Irrevocable Guaranty Trust Agreement was entered into on December 16, 2010 among Grupo SalinasTelecom, S.A. de C.V., as settlor and second beneficiary (the “Series A Settlor”), MéxicoMedia Investments, S.L., as settlor and second beneficiary (the “Series B Settlor”), GSFTelecom Holdings, S.A.P.I. de C.V., as first beneficiary (the “Mexican Holding Company”)and Banco Invex, S.A., Institución de Banca Múltiple, Invex Grupo Financiero, as trustee (the“Trustee”) and was amended on December 16, 2010 and April 7, 2011.The purpose of the Trust Agreement is to secure the satisfaction of certain obligations specifiedin the Trust Agreement (the “Secured Obligations”) of the Series A Settlor and the Series BSettlor under a Shareholders’ and Share Purchase Agreement (the “Shareholders’ Agreement”).The estate of the Trust will include among other things: (i) the Series A and Series B shares ofcommon stock of the Mexican Holding Company transferred by the Series A Settlor and the Series BSettlor to the Trustee for the Trustee to hold in the Trust (the “Initial Shares”), (ii)the Series 1 Debentures in the principal amount of U.S.$364,996,000 (the “Series 1Debentures”), and (iii) the Series B and Series BB shares of common stock of the MexicanHolding Company, held by the Series B Settlor as a result of the conversion of the Series 1Debentures and the Series 2 Debentures in the principal amount of U.S.$1,200,000,000 (the“Series 2 Debentures”) into shares of stock of the Mexican Holding Company (the“Converted Shares”).The Trust will have a technical committee (the “Technical Committee”) comprised of membersappointed by each Settlor. Unless and until the Trustee receives notice of the existence of adefault with respect to the Secured Obligations or certain unresolved matters under disputespecified in the Trust Agreement (“Matters Under Dispute”), the Technical Committee willhave the sole and exclusive authority to instruct the Trustee as to the manner in which the Trusteemust exercise the Voting Rights at any general shareholders’ meetings of the Mexican HoldingCompany.***A. Exercise of the Rights Conferred by the Shares***Unless the Trustee receives a notice of default with respect to the Secured Obligations, (i) anyand all amounts paid in cash by the Mexican Holding Company (“Cash Distributions”) will beforwarded by the Trustee to the Settlor that contributed the relevant shares to the Trust, (ii) anyand all in-kind distributions made by the Mexican Holding Company (“In-Kind Distributions”)will be deemed transferred to the Trust by the Series A Settlor or the Series B Settlor, as thecase may be, and (iii) the Trustee will exercise the Voting Rights in accordance with theinstructions provided to it by the Technical Committee.If a default with respect to the Secured Obligations of either Settlor occurs and such default isnot cured, each and all of the defaulting Settlor’s rights in the preceding paragraph willterminate automatically and (i) all Cash Distributions and all In-Kind Distributions will remainfor the benefit of the non-defaulting Settlor, (ii) the non-defaulting Settlor will have the soleand exclusive right to instruct the Trustee as with respect to any matter pertaining to the Trust,and(iii) the Technical Committee will cease to exist and all of its rights, powers and authority willbe automatically assigned to the non-defaulting Settlor.
 
 

 
***B. Default with Secured Obligations***If the Trustee receives a notice of default with respect to certain Secured Obligations of eitherSettlor involving an obligation to make a payment to the other Settlor, the Trustee will sell suchnumber of Series A Shares or Series B Shares, as the case may be, of the defaulting Settlor as maybe necessary to pay to the non-defaulting Settlor the amount owed to it pursuant to theShareholders’ Agreement on account of such Secured Obligations. The defaulting Settlor generallyhas the right to cure the relevant default prior to the Trustee’s sale of the shares.If the Trustee receives a notice of default with respect to the Secured Obligations of the Series BSettlor as a result of the Series B Settlor’s failure to pay in full the purchase price of theSeries 2 Debentures, the Series B Shares and the certificate representing the Series 1 Debentureswill be cancelled in lieu of the payment of liquidated damages by the Series B Settlor. The paymentby the Series B Settlor of an amount less than U.S.$1,200,000,000 as a result of an adjustment tothe purchase price or the satisfaction of any provision contained in or the exercise of any rightconferred by the Shareholders’ Agreement, will not be considered as a default by the Series BSettlor.***C. Obligations of the Settlors***The Settlors will at all times: (i) satisfy when due their obligations under the Trust Agreementand do all things necessary for it to be valid and enforceable, (ii) transfer to the Trustee anyshares of the Mexican Holding Company acquired or held by them in any manner, (iii) give theTrustee immediate notice of any circumstance of which they may acquire knowledge and which mayaffect the exercise of the rights of the Trustee under the Trust Agreement, (iv) give the Trusteenotice of any claim or proceeding which may directly or indirectly prevent the satisfaction of itsobligations under the Trust Agreement, and (v) provide the Trustee with any such funds as may benecessary for the Trustee to retain the services of any person so as to achieve the purposes of theTrust and the Shareholders’ Agreement.***D. Liability of the Trustee***Any and all obligations or other liability assumed or incurred by the Trustee with any third partyin connection with the performance of the duties under the Trust Agreement, will be assumed orincurred by it on behalf of the Settlors without the Trustee being held directly liable therefor.The Trustee will be subject to civil liability for any damages or losses resulting from theviolation by it of the terms and conditions of the Trust Agreement.***E. Applicable Law and Jurisdiction***The parties to the Trust Agreement submitted to the applicable laws of Mexico and to thejurisdiction of the courts sitting in Mexico City, Federal District.
 
 

 
***F. Term***The Trust Agreement is irrevocable, but it will terminate (i) upon transfer of the Series B Sharesto the Mexican Holding Company for their cancellation pursuant to the default provisions of theTrust Agreement or (ii) by the written consent of all parties.***G. Certain Definitions***“Series A Shares” means the Series A Settlor’s (i) 49,999 Series A shares of common stock,no par value, representing the minimum fixed portion of the Mexican Holding Company’s capital, and(ii) 149,950,000 Series AA shares of common stock, no par value, representing the variable portionof the Mexican Holding Company’s capital.“Series B Shares” means the Series B Settlor’s (i) 49,999 Series B shares of common stock,no par value, representing the minimum fixed portion of the Mexican Holding Company’s capital, and(ii) 1,608,960 Series BB shares of common stock, no par value, representing the variable portion ofthe Mexican Holding Company’s capital.“Voting Rights” shall mean the voting and other corporate rights pertaining to the Shares.