**Summary in English of the Amended and Restated Indenture**The Amendment and Restatement of the Indenture dated December 16, 2010 (the “Indenture”)was entered into on April 7, 2011, relating to the issuance of the Series 1 and Series 2 Debenturesby GSF Telecom Holdings, Sociedad Anónima Promotora de Inversión de Capital Variable (the“Company”), with the consent of Deutsche Bank México, Sociedad Anónima, Institución deBanca Múltiple, División Fiduciaria, in its capacity as common representative for the Holders ofthe Series 1 Debentures and the Holders of the Series 2 Debentures (the “CommonRepresentative”).***A. Amount of Issuance, Denomination and Issuance Price***The Indenture provides for the issuance by the Company of the Series 1 Debentures and the Series 2Debentures (the “Debentures”).The “Series 1 Debentures” are the 364,996 registered unsecured debentures of the Company,par value U.S.$1,000 each, representing in the aggregate U.S.$364,996,000, issued against paymentin cash on April 7, 2011 (the “Date of Issue”). The Series 1 Debentures are mandatorilyconvertible into Series BB shares representing 11.53% of the Company’s capital.The “Series 2 Debentures” are the 1,200,000 registered unsecured debentures of the Company,par value U.S.$1,000 each, representing in the aggregate U.S.$1,200,000,000, payable in cash by theHolder no later than on October 31, 2011 (in a single up-front installment or in multipleinstallments).1 The Series 2 Debentures are mandatorily convertible into Series BBshares representing 37.91% of the Company’s capital.The effective terms of the Series 1 Debentures and the Series 2 Debentures commence on the Date ofIssue and on the date on which the Purchase Price payable in respect of the Series 2 Debentures hasbeen paid in full, respectively, and expire, as the case may be, on one of the following dates: (i)the date on which the relevant Debentures are redeemed; (ii) the date on which the relevantDebentures are converted into the Company’s shares; or (iii) the Final Conversion Date for theSeries 1 Debentures or the Final Conversion Date for the Series 2 Debentures, as the case may be.***B. Redemption; Extension***The Series 1 Debentures are not subject to redemption by the Company prior to the Final ConversionDate for the Series 1 Debentures. The Series 2 Debentures are not subject to redemption by theCompany during the period from the date on which the Purchase Price payable in respect of theSeries 2 Debentures has been paid in full, to the Final Conversion Date for the Series 2Debentures. If any Series 1 Debentures or Series 2 Debentures, as the case may be, remainunredeemed or unconverted as of the Final Conversion Date for the Series 1 Debentures or the FinalConversion Date for the Series 2 Debentures, as the case may be, such final conversion date will bedeemed extended for an additional six months without need forfurther action. Six month extensions will continue to be granted if the Debentures remainunredeemed or unconverted. The holder of the Debentures may also obtain an extension for successive12 month periods upon written notice to the Company. In addition, an extension may be obtained soas to allow for the satisfaction of the conditions precedent for the conversion of the Debentures.    1 Note: As of June 28, 2011, U.S.$600,000,000 of thePurchase Price payable in respect of the Series 2 Debentures had been paid, andU.S.$600,000,000 remains to be paid.
 
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The Debentures are not subject to early redemption by the Company under any circumstance, whetherin full or in part.***C. Interest***The Series 1 Debentures and the Series 2 Debentures accrue interest at the rate of 2% per annum onthe principal outstanding amount thereof, payable on a quarterly basis. The Series 1 Debentures andthe Series 2 Debentures accrue interest from the Date of Issue and from each date on which apayment of an installment of the Purchase Price payable in respect of the Series 2 Debentures ismade, respectively, to any of the following dates: (i) the date on which the relevant Debenturesare redeemed; (ii) the date on which the relevant Debentures are converted into the Company’sshares; and (iii) the Final Conversion Date for the Series 1 Debentures or the Final ConversionDate for the Series 2 Debentures, as the case may be. Interest accrued through the periodsspecified in (ii) or (iii) of the previous sentence is not subject to capitalization.In the event of default, the Debentures accrue default interest at the rate of 10% per annum or therate obtained by multiplying by two the interest rate in respect of the 28 day TreasuryCertificates (Certificados de Tesorería, or CETES) in effect as of the relevant default date,whichever is higher. Such interest accrues from the date of default to the date of actual paymentin full of all amounts owing under the Indenture.***D. Conversion****Series 1 Debentures*Subject to the satisfaction of conditions precedent, the Series 1 Debentures are mandatorilyconvertible into Series BB/1 Shares. Each Series 1 Debenture shall be converted into 94.78684984Series BB/1 Shares, provided that the Series BB/1 Shares shall at all times represent 11.53% of theCompany’s aggregate number of shares.Subject to the satisfaction of conditions precedent, the holders of the Series 1 Debentures mayconvert into Series BB/1 Shares all or part of the outstanding Series 1 Debentures upon (1) anydefault by the Company with its obligations under the Indenture or the certificates representingthe Series 1 Debentures or (2) the expiration of the six-month period following the date ofexecution of the Indenture.The conversion of the Series 1 Debentures is contingent upon each and all of the holders of Series1 Debentures agreeing to convert a pro rata share of the number of Series 1 Debentures held by eachof them, on the same terms.
 
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If the holders of the Series 1 Debentures do not convert their Debentures upon expiration of thesix-month period following the date of execution of the Indenture, the Series 1 Debentures willfrom that date and until their redemption or conversion accrue regular interest at the rate of 2%per annum, and the holders retain the right to convert their Series 1 Debentures at any timethereafter. On the Final Conversion Date for the Series 1 Debentures, the Company will pay to theholders of any Series 1 Debentures remaining unconverted as of such date any and all accrued andunpaid interest on the Series 1 Debentures. Interest on the Series 1 Debentures is not subject tocapitalization.*Series 2 Debentures*Subject to the satisfaction of conditions precedent, the holder of the Series 2 Debentures mayconvert into Series BB/2 Shares, at any time, all or part of the Series 2 Debentures previouslypaid by it. Each Series 2 Debenture shall be converted into 94.78684913 Series BB/2 Shares,provided that the Series BB/2 Shares shall at all times represent 37.91% of the Company’s aggregatenumber of shares.If the holders of the Series 2 Debentures do not convert their Series 2 Debentures as specified inthe preceding paragraph, the Series 2 Debentures will from that date and until their redemption orconversion accrue regular interest at the rate of 2% per annum, and the holders retain the right toconvert their Series 2 Debentures at any time thereafter. On the Final Conversion Date for theSeries 2 Debentures, the Company will pay to the holders of any Series 2 Debentures remainingunconverted as of such date any and all accrued and unpaid Interest on the Series 2 Debentures.Interest on the Series 2 Debentures is not subject to capitalization.***E. Conditions Precedent***The conversion of each Debenture is subject to the Federal Competition Commission (*Comisión Federalde Competencia*) not issuing any objection to the conversion of the Debentures by the relevantHolder, prior to the Final Conversion Date for the Series 2 Debentures.***F. Transfer***Any holder of Debentures is entitled to transfer any of the Debentures without need for theCompany’s prior authorization to any entity in which the relevant holder of Debentures holds 99% ofthe outstanding shares of stock.***G. Shareholder’s Meetings***The approval of any of the following matters by the Company’s general shareholders’ meeting shallbe subject to the prior written consent of all holders: (1) any change in the corporate purpose ofthe Company, (2) the dissolution of the Company, (3) any merger or spin-off, (4) the payment of anydividend or the refund of any amount to the Company’s shareholders, (5) the transfer of or thecreation of any lien on any shares of stock or rights thereto held by the Company and (6) theincurrence of any indebtedness, loan or financing by the Company.
 
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***H. Applicable Law and Jurisdiction***The interpretation, execution and enforcement of the Indenture is subject to the applicable laws ofMexico and the jurisdiction of the competent courts sitting in Mexico City, Federal District.***I. Certain Definitions***“Final Conversion Date for the Series 1 Debentures” shall mean the fifth anniversary of theexecution of the Indenture or, in the event of renewal or extension of the conversion periodpursuant to the Indenture, the effective date of conversion of the Series 1 Debentures into SeriesBB/1 Shares; *provided,*that if the Final Conversion Date for the Series 1 Debentures falls on a daywhich is not a business day, then the Final Conversion Date for the Series 1 Debentures shall bethe first business day immediately following that day.“Final Conversion Date for the Series 2 Debentures” shall mean the fifth anniversary of theexecution of the Indenture or, in the event of renewal or extension of the conversion periodpursuant to the Indenture, the effective date of conversion of the Series 2 Debentures into SeriesBB/2 Shares; *provided,*that if the Final Conversion Date for the Series 2 Debentures falls on a daywhich is not a business day, then the Final Conversion Date for the Series 2 Debentures shall bethe first business day immediately following that day.“Holder” means Mexico Media Investments, S.L., Sociedad Unipersonal, and or any of itssuccessors or assigns.“Purchase Price” shall mean the aggregate consideration payable in respect of the Series Band BB Shares, the Series 1 Debentures and the Series 2 Debentures, irrespective of whether theSeries 1 Debentures or the Series 2 Debentures shall have been converted into shares of stock ofthe Company.
 
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