exv10w1



 







Exhibit 10.1




EXECUTION COPY




U.S. $296,900,000




AMENDED AND RESTATED CREDIT AGREEMENT




Dated as of June 27, 2006




Among




COMUNICACIONES NEXTEL DE MÉXICO, S.A. DE C.V.




as Borrower




The Financial Institutions Parties Hereto as Lenders Hereto




CITIBANK, N.A.




as Administrative Agent




CITIGROUP GLOBAL MARKETS INC.




as Bookrunner and Lead Arranger




SCOTIABANK INVERLAT, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO

FINANCIERO SCOTIABANK INVERLAT




as Bookrunner and Syndication Agent




and




ABN AMRO BANK N.V.




as Bookrunner and Documentation Agent




 









 





Table of Contents




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	

ARTICLE I	 	 	 	 
	 
	DEFINITIONS AND ACCOUNTING TERMS	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 1.01.	 	Certain Defined Terms
	 	 	2	 
	SECTION 1.02.	 	Computation of Time Periods
	 	 	19	 
	SECTION 1.03.	 	Accounting Terms
	 	 	19	 
	SECTION 1.04.	 	Currency Determination
	 	 	19	 
	 	 	 	 	 
	 	 	 	 
	
ARTICLE II	 	 	 	 
	 
	AMOUNTS AND TERMS OF THE LOANS	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 2.01.	 	The Loans
	 	 	19	 
	SECTION 2.02.	 	Making the Loans
	 	 	21	 
	SECTION 2.03.	 	Fees
	 	 	22	 
	SECTION 2.04.	 	Termination or Reduction of the Commitments
	 	 	23	 
	SECTION 2.05.	 	Repayment
	 	 	23	 
	SECTION 2.06.	 	Interest
	 	 	25	 
	SECTION 2.07.	 	Interest Rate Determination
	 	 	26	 
	SECTION 2.08.	 	Prepayments
	 	 	27	 
	SECTION 2.09.	 	Increased Costs
	 	 	28	 
	SECTION 2.10.	 	Illegality
	 	 	28	 
	SECTION 2.11.	 	Payments and Computations
	 	 	29	 
	SECTION 2.12.	 	Taxes
	 	 	30	 
	SECTION 2.13.	 	Use of Proceeds
	 	 	33	 
	SECTION 2.14.	 	Notes
	 	 	33	 
	SECTION 2.15.	 	Sharing of Payments, Etc.
	 	 	35	 
	SECTION 2.16.	 	Tranche A-3 Commitments
	 	 	36	 
	 
	
ARTICLE III	 	 	 	 
	 
	CONDITIONS TO EFFECTIVENESS AND LENDING	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 3.01.	 	Conditions Precedent to Effectiveness of this Amendment and Restatement
	 	 	38	 
	SECTION 3.02.	 	Conditions Precedent to Each Borrowing and Each Commitment Increase
	 	 	40	 
	 	 	 	 	 
	 	 	 	 
	
ARTICLE IV	 	 	 	 
	 
	REPRESENTATIONS AND WARRANTIES	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 4.01.	 	Representations and Warranties of the Borrower 
	 	 	41	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	ARTICLE V	 	 	 	 
	 
	COVENANTS OF THE BORROWER	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 5.01.	 	Affirmative Covenants
	 	 	45	 
	SECTION 5.02.	 	Negative Covenants
	 	 	49	 
	SECTION 5.03.	 	Financial Covenants
	 	 	52	 
	 	 	 	 	 
	 	 	 	 
	
ARTICLE VI	 	 	 	 
	 
	EVENTS OF DEFAULT	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 6.01.	 	Events of Default 
	 	 	52	 
	 	 	 	 	 
	 	 	 	 
	
ARTICLE VII	 	 	 	 
	 
	THE ADMINISTRATIVE AGENT	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 7.01.	 	Authorization and Action
	 	 	55	 
	SECTION 7.02.	 	Delegation of Duties
	 	 	55	 
	SECTION 7.03.	 	Administrative Agent’s Reliance, Etc.
	 	 	55	 
	SECTION 7.04.	 	Citibank, N.A. and Affiliates
	 	 	56	 
	SECTION 7.05.	 	Lender Credit Decision
	 	 	56	 
	SECTION 7.06.	 	Indemnification
	 	 	56	 
	SECTION 7.07.	 	Successor Agents
	 	 	57	 
	 	 	 	 	 
	 	 	 	 
	
ARTICLE VIII	 	 	 	 
	 
	MISCELLANEOUS	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 8.01.	 	Amendments, Etc.
	 	 	58	 
	SECTION 8.02.	 	Notices, Etc.
	 	 	58	 
	SECTION 8.03.	 	No Waiver; Remedies
	 	 	60	 
	SECTION 8.04.	 	Costs and Expenses
	 	 	60	 
	SECTION 8.05.	 	Right of Set-off
	 	 	61	 
	SECTION 8.06.	 	Binding Effect
	 	 	62	 
	SECTION 8.07.	 	Assignments and Participations
	 	 	62	 
	SECTION 8.08.	 	Governing Law
	 	 	64	 
	SECTION 8.09.	 	Confidentiality
	 	 	64	 
	SECTION 8.10.	 	Execution in Counterparts
	 	 	65	 
	SECTION 8.11.	 	Jurisdiction; Waiver of Immunities
	 	 	66	 
	SECTION 8.12.	 	Judgment Currency
	 	 	67	 
	SECTION 8.13.	 	Waiver of Jury Trial
	 	 	67	 
	SECTION 8.14.	 	Patriot Act Notice
	 	 	67	 
	SECTION 8.15.	 	No Novation, Etc.
	 	 	67	 






ii









 






Schedules 




Schedule I — Commitments

Schedule II — Subsidiary Guarantors

Schedule 2.08(a) — Calculation of the Discount Rate

Schedule 3.01(c) — Disclosed Litigation

Schedule 4.01(j) — Material Contracts

Schedule 4.01(s) — Intellectual Property

Schedule 4.01(u) — Property

Schedule 4.01(v) — Concession Titles

Schedule 5.02(a) — Existing Liens




Exhibits




Exhibit A-1 — Form of Tranche A-1 Note




Exhibit A-2 — Form of Tranche A-2 Note




Exhibit A-3 — Form of Tranche A-3 Note




Exhibit B — Form of Tranche B Note




Exhibit C-1 — Form of Tranche C-1 Note




Exhibit C-2 — Form of Tranche C-2 Note




Exhibit D — Form of Notice of Borrowing




Exhibit E — Form of Assignment and Acceptance




Exhibit F — Form of Subsidiary Guaranty




Exhibit G — Form of Confidentiality Agreement




Exhibit H — Form of Increase Commitment Opinion





iii








 








AGREEMENT




Dated as of June 27, 2006




          AMENDED AND RESTATED CREDIT AGREEMENT among COMUNICACIONES NEXTEL DE MÉXICO, S.A. DE C.V., a
sociedad anónima de capital variable organized and existing under the laws of México (the
“Borrower”); each of the lenders that is a signatory hereto and is listed under the caption
“TRANCHE A-1 BANKS” on Schedule I hereto and each bank or financial institution that becomes a
“Tranche A-1 Bank” after the date hereof pursuant to Section 8.07 hereof (individually, a
“Tranche A-1 Bank” and, collectively, the “Tranche A-1 Banks”); each of the lenders
that is a signatory hereto and is listed under the caption “TRANCHE A-2 BANKS” on Schedule I hereto
and each bank or financial institution that becomes a “Tranche A-2 Bank” after the date hereof
pursuant to Section 8.07 hereof (individually, a “Tranche A-2 Bank” and, collectively, the
“Tranche A-2 Banks”); each of the lenders that is a signatory hereto and is listed under
the caption “TRANCHE B BANKS” on Schedule I hereto and each bank or financial institution that
becomes a “Tranche B Bank” after the date hereof pursuant to Section 8.07 hereof (individually, a
“Tranche B Bank” and, collectively, the “Tranche B Banks”); and each of the lenders
that is a signatory hereto and is listed under the caption “TRANCHE C-1 BANKS” on Schedule I hereto
and each bank or financial institution that becomes a “Tranche C-1 Bank” after the date hereof
pursuant to Section 8.07 hereof (individually, a “Tranche C-1 Bank” and, collectively, the
“Tranche C-1 Banks”); each of the lenders that is a signatory hereto and is listed under
the caption “TRANCHE C-2 BANKS” on Schedule I hereto and each bank or financial institution that
becomes a “Tranche C-2 Bank” after the date hereof pursuant to Section 8.07 hereof (individually, a
“Tranche C-2 Bank” and, collectively, the “Tranche C-2 Banks” and, together with
the Tranche A-1 Banks, the Tranche A-2 Banks, the Tranche A-3 Banks (as defined below), the Tranche
B Banks and the Tranche C-1 Banks, the “Lenders”); CITIGROUP GLOBAL MARKETS INC. as the
lead arranger (the “Lead Arranger”); CITIGROUP GLOBAL MARKETS INC., SCOTIABANK INVERLAT,
S.A. and ABN AMRO BANK N.V. as the bookrunners (collectively, the “Bookrunners”), SCOTIABANK
INVERLAT, S.A. as syndication agent (the “Syndication Agent”),ABN AMRO BANK N.V. as documentation
agent (the “Documentation Agent”) and CITIBANK, N.A., as administrative agent for the Lenders
hereunder (in such capacity, the “Administrative Agent”).




          WHEREAS, the Borrower, the Lenders and the Administrative Agent entered into a Credit
Agreement dated as of October 27, 2004; and




          WHEREAS, the Borrower, the Lenders and the Administrative Agent entered into Amendment No. 1
to the Credit Agreement dated as of April 22, 2005, which extended the availability of the
Commitments; and




          WHEREAS, the Borrower, the Lenders and the Administrative Agent entered into Amendment No. 2
to the Credit Agreement dated as of May 23, 2005, which modified various provisions; and




          WHERAS, as of the Amendment Effective Date, the Borrower owes to the Lenders under the
Original Agreement the principal amount of (i) $104,400,000.00 under the




 









 







Tranche A-1 Loans, (ii) Ps$948,680,640.00 under the Tranche B Loans and (iii) Ps$67,200,000.00
under the Tranche C-1 Loans, which Loans will be continued on and after the Amendment Effective
Date.




          WHEREAS, the Borrower and each of the Lenders have agreed, on the terms and conditions set
forth herein, to amend and restate the Original Agreement in its entirety to, inter alia, amend the
pricing and the tenor of the Loans and make available to the Borrower senior unsecured loans in the
form of the Tranche A-2 Loans, the Tranche A-3 Loans and the Tranche C-2 Loans, upon the terms and
subject to the conditions set forth in this Agreement.




          NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained
herein, the parties hereto agree as follows:




ARTICLE I




DEFINITIONS AND ACCOUNTING TERMS




          SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):





     “Administrative Agent” has the meaning specified in the preamble hereto.




     “Administrative Agent’s Account” means, with respect to (i) the Tranche A-1
Loans, the Tranche A-2 Loans and the Tranche A-3 Loans, account number 36852248, maintained
with Citibank, N.A., 390 Greenwich Street, Floor 1, New York, NY, 10013; and (ii) the
Tranche B Loans, the Tranche C-1 Loans and the Tranche C-2 Loans, account number
002180000098020020, maintained with Banamex.




     “Affiliate” means, as to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with such Person or is a
director or officer of such Person; provided, however, that Nextel
Communications, Inc., a company incorporated under the laws of Delaware (and its successors
or assigns) shall not be deemed an Affiliate of the Borrower. For purposes of this
definition, the term “control” (including the terms “controlling”, “controlled by” and
“under common control with”) of a Person means the possession, direct or indirect, of the
power to vote 5% or more of the Voting Stock of such Person or to direct or cause the
direction of the management and policies of such Person, whether through the ownership of
Voting Stock, by contract or otherwise. “Affiliate”, as applied to the Lenders, means each
direct or indirect parent corporation and controlling person (within the meaning of the U.S.
Securities Exchange Act of 1934, as amended) of such Lender and each direct or indirect
Subsidiary of each such parent corporation and each of their respective directors, officers
and agents.




     “Agent Parties” has the meaning specified in Section 8.02(d).




     “Agreement” or “Amendment and Restatement” means this Amended and
Restated Credit Agreement, as amended, supplemented or otherwise modified from time to time.



2









 






     “Amendment Effective Date” has the meaning specified in Section 3.01.




     “Applicable Lending Office” means, with respect to each of the initial Lenders,
the offices of each of the initial Lenders specified as its “Applicable Lending Office”
opposite its name on the signature pages below, and with respect to any other Lender in the
Assignment and Acceptance pursuant to which such Lender became a Lender, or such other
office of any of the Lenders as such Lender may from time to time specify to the Borrower.




     “Applicable Margin” means, with respect to each Tranche, the percentage per
annum as set forth below:



	 	 	 
	Tranche	 	Percentage
	A-1

	 	2.375% (from the Funding Date until the Amendment Effective Date),
	 

	 	and
	 

	 	1.25% (from the Amendment Effective Date until the Maturity Date)
	A-2

	 	1.25% (from the Amendment Effective Date until the Maturity Date)
	A-3

	 	1.25% (from the Increase Date until the Maturity Date)
	B

	 	2.00% (from the Funding Date until the Amendment Effective Date),
	 

	 	and
	 

	 	0.875% (from the Amendment Effective Date until the Maturity Date)
	C-1

	 	2.00% (from the Funding Date until the Amendment Effective Date),
	 

	 	and
	 

	 	0.875% (from the Amendment Effective Date until the Maturity Date)
	C-2

	 	0.875% (from the Amendment Effective Date until the Maturity Date)







     “Approved Fund” means, with respect to any Lender that is a fund that invests
in bank loans, any other fund that invests in bank loans and is advised or managed by the
same investment advisor as such Lender or by an Affiliate of such investment advisor.




     “Assignment and Acceptance” means an assignment and acceptance entered into by
any of the Lenders and an assignee of any of the Lenders in substantially the form of
Exhibit E hereto.




     “Assuming Lender” has the meaning specified in Section 2.16(d).




     “Assumption Agreement” has the meaning specified in Section 2.16(d)(ii).




     “Availability Period” means the period commencing on the Closing Date and
ending on May 31, 2005.




     “Banamex” means Banco Nacional de México, S.A., Integrante del Grupo Financiero
Banamex.




     “Board of Directors” means the Consejo de Administracion of a Person duly
appointed by the holders of the capital stock of such Person.




     “Borrower” has the meaning specified in the preamble hereto.



3









 






     “Borrowing” means each of the borrowing(s) consisting of the Loans made by the
Lenders.




     “Borrower’s Account” means, with respect to (i) the Tranche A-1 Loans, the
Tranche A-2 Loans and the Tranche A-3 Loans, account number 36828993, maintained with
Citibank, N.A.; and (ii) the Tranche B Loans, the Tranche C-1 Loans and the Tranche C-2
Loans, account number 870 44204, maintained with Banamex.




     “Bookrunners” has the meaning specified in the preamble hereto.




     “Business Day” means a day of the year on which banks are not required or
authorized by law to close in New York City and/or Mexico City and, if the applicable
Business Day relates to the Tranche A-1 Loans, the Tranche A-2 Loans or the Tranche A-3
Loans, on which dealings are carried on in the London, England interbank market.




     “Capitalized Leases” means all leases that have been or should be, in
accordance with Mexican GAAP, recorded as capitalized leases.




     “Cash Equivalents” means any of the following, to the extent owned by the
Borrower or any of its Subsidiaries free and clear of all Liens and having a maturity of not
greater than 90 days from the date of acquisition thereof: (a) Dollar-denominated
investments consisting of (i) readily marketable direct obligations of the Government of the
United States or any agency or instrumentality thereof or obligations unconditionally
guaranteed by the full faith and credit of the Government of the United States, (ii) insured
certificates of deposit of or time deposits with any commercial bank that is a Lender or a
member of the Federal Reserve System, issues (or the parent of which issues) commercial
paper rated as described in clause (iii) below, is organized under the laws of the United
States or any State thereof and has combined capital and surplus of at least $1 billion or
(iii) commercial paper in an aggregate amount of no more than $30,000,000 per issuer
outstanding at any time, issued by any corporation organized under the laws of any State of
the United States and rated at least “Prime-1” (or the then equivalent grade) by Moody’s
Investors Service, Inc. or “A-1” (or the then equivalent grade) by Standard & Poor’s, a
division of The McGraw-Hill Companies, Inc.; or (b) Peso-denominated investments in (i)
securities issued or expressly and unconditionally guaranteed by the Federal Government of
Mexico, or (ii) certificates of deposit issued by any Mexican Financial Institution with a
local currency credit rating of at least “BBB” (or the then equivalent grade) by Standard &
Poor’s, a division of the MacGraw-Hill Companies, Inc. and the equivalent rating by Moody’s
Investors Service, Inc.




     “Closing Date” means October 27, 2004.




     “Commitment Date” has the meaning specified in Section 2.16(b).




     “Commitment Increase” has the meaning specified in Section 2.16(a).




     “Commitment Termination Date” has the meaning specified in Section 2.03.



4









 






     “Commitments” means, as to any Lender, its aggregate Tranche A-1 Commitment,
Tranche A-2 Commitment, Tranche A-3 Commitment, Tranche B Commitment, Tranche C-1 Commitment
and Tranche C-2 Commitment, and collectively, as to all Lenders, the aggregate Tranche A-1
Commitments, Tranche A-2 Commitments, Tranche A-3 Commitments, Tranche B Commitments,
Tranche C-1 Commitments and Tranche C-2 Commitments.




     “Communications” has the meaning specified in Section 8.02(b).




     “Concession Titles” means such telecommunications titles of the Borrower as
listed on Schedule 4.01(v).




     “Consolidated” refers to the consolidation of accounts in accordance with
Mexican GAAP, in the case of the Borrower and its Subsidiaries, and U.S. GAAP, in the case
of the Parent.




     “Consolidated Net Income” means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, the net income of the Borrower and its Subsidiaries
(excluding extraordinary gains and extraordinary losses) for that period.




     “Consolidated Operating Income” means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, the operating income of the Borrower and its
Subsidiaries for that period.




     “Control” means the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of another Person, whether through the
ability to exercise voting power, by contract or otherwise. “Controls”,
“Controlling” and “Controlled” have meanings correlative thereto.




     “Debt” of any Person means, without duplication, (a) all indebtedness of such
Person for borrowed money, (b) all obligations of such Person for the deferred purchase
price of property or services (other than trade payables not overdue by more than 90 days
incurred in the ordinary course of such Person’s business), (c) all obligations of such
Person evidenced by notes, bonds, debentures or other similar instruments, (d) all
obligations of such Person created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even though the rights
and remedies of the seller or lender under such agreement in the event of default are
limited to repossession or sale of such property), (e) all obligations of such Person as
lessee under Capitalized Leases, in the amount which has been or should be capitalized, (f)
all obligations, contingent or otherwise, of such Person in respect of acceptances, letters
of credit or similar extensions of credit, (g) all obligations of such Person in respect of
Hedge Agreements, (h) all Debt of others referred to in clauses (a) through (g) above or
clause (i) below and other payment obligations (collectively, “Guaranteed Debt”)
guaranteed directly or indirectly in any manner by such Person, or in effect
guaranteed directly or indirectly by such Person through an agreement (1) to pay or
purchase such Guaranteed Debt or to advance or supply funds for the payment or purchase of
such Guaranteed Debt, (2) to purchase, sell or lease (as lessee or lessor)



5









 






property, or to
purchase or sell services, primarily for the purpose of enabling the debtor to make payment
of such Guaranteed Debt or to assure the holder of such Guaranteed Debt against loss, (3) to
supply funds to or in any other manner invest in the debtor (including any agreement to pay
for property or services irrespective of whether such property is received or such services
are rendered) or (4) otherwise to assure a creditor against loss, and (i) all Debt referred
to in clauses (a) through (h) above (including Guaranteed Debt) secured by (or for which the
holder of such Debt has an existing right, contingent or otherwise, to be secured by) any
Lien on property (including, without limitation, accounts and contract rights) owned by such
Person, even though such Person has not assumed or become liable for the payment of such
Debt; provided, however, that “Debt” shall not include obligations in
respect of performance, surety or appeal bonds provided in the ordinary course of business.




“Debt/OIBDA Ratio” means, at any date of determination, the ratio of (i)
Consolidated total Debt of the Borrower and its Subsidiaries as at the end of the most
recently ended fiscal quarter of the Borrower for which financial statements are required to
be delivered to the Lenders and Administrative Agent pursuant to Section 5.01(j) to (ii) the
product of (A) Consolidated OIBDA for the most recently ended fiscal quarter of the Borrower
and its Subsidiaries on a consolidated basis multiplied by (B) four.




“Default” means any Event of Default or any event that would constitute an
Event of Default but for the requirement that notice be given or time elapse or both.




“Default Interest” has the meaning specified in Section 2.06(c).




“Discount Rate” has the meaning specified in Section 2.08(a).




“Eligible Assignee” means (i) any Lender, (ii) an Affiliate of a Lender; (iii)
a commercial bank organized under the laws of the United States, or any State thereof; (iv)
a savings and loan association or savings bank organized under the laws of the United
States, or any State thereof; (v) a commercial bank organized under the laws of any other
country that is a member of the OECD or has concluded special lending arrangements with the
International Monetary Fund associated with its General Arrangements to Borrow, or a
political subdivision of any such country, so long as such bank is acting through a branch
or agency located in the country in which it is organized or another country that is
described in this clause (v); (vi) the central bank of any country that is a member of the
OECD; (vii) a finance company, insurance company or other financial institution or fund
(whether a corporation, partnership, trust or other entity) that is engaged in making,
purchasing or otherwise investing in commercial loans in the ordinary course of its
business; (viii) a Mexican Financial Institution; and (ix) any other Person approved by the
Administrative Agent and, unless an Event of Default has occurred and is continuing at the
time any assignment is effected in accordance with Section 8.07, the Borrower, such approval
not to be unreasonably withheld or delayed;
provided, however, that neither any Loan Party nor Affiliate of a Loan
Party shall qualify as an Eligible Assignee under this definition.



6









 






     “Environmental Action” means any action, suit, demand, demand letter, claim,
notice of non-compliance or violation, notice of liability or potential liability,
investigation, proceeding, consent order or consent agreement relating in any way to any
Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged
injury or threat of injury to health, safety or the environment, including, without
limitation, (a) by any governmental or regulatory authority for enforcement, cleanup,
removal, response, remedial or other actions or damages and (b) by any governmental or
regulatory authority or any third party for damages, contribution, indemnification, cost
recovery, compensation or injunctive relief.




     “Environmental Law” means any federal, state, local, national, regional or
foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial
or agency interpretation, policy or guidance, including, without limitation, of Mexico or
the United States or any of their respective applicable political subdivisions, relating to
pollution or protection of the environment, health, safety or natural resources, including,
without limitation, those relating to the use, handling, transportation, treatment, storage,
disposal, release or discharge of Hazardous Materials.




     “Environmental Permit” means any permit, approval, identification number,
license or other authorization required under any Environmental Law.




     “Equity Interests” means, with respect to any Person, shares of capital stock
of (or other ownership or profit interests in) such Person, warrants, options or other
rights for the purchase or other acquisition from such Person of shares of capital stock of
(or other ownership or profit interests in) such Person, securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such
Person or warrants, rights or options for the purchase or other acquisition from such Person
of such shares (or such other interests), and other ownership or profit interests in such
Person (including, without limitation, partnership, member or trust interests therein),
whether voting or nonvoting, and whether or not such shares, warrants, options, rights or
other interests are authorized or otherwise existing on any date of determination.




     “Eurocurrency Liabilities” has the meaning assigned to that term in Regulation
D of the Board of Governors of the Federal Reserve System, as in effect from time to time.




     “Events of Default” has the meaning specified in Section 6.01.




     “Exchange Rate” means, on any date of determination, the Peso/Dollar exchange
rate published by Banco de México in the Federal Official Gazette (Diario Oficial de la
Federación) as the rate “para solventar obligaciones denominadas en moneda extranjera
pagaderas en la República Mexicana” on such date; provided that, if Banco de México ceases
to publish such exchange rate, the exchange rate shall be calculated by taking the
Peso/Dollar exchange rates published by Banamex, Scotiabank Inverlat, S.A., Institución de
Banca Múltiple, Grupo Financiero Scotiabank Inverlat and
HSBC Mexico, S.A., Institución de Banco Múltiple, Grupo Financiero HSBC as of close of
business on the Business Day immediately prior to such date, and calculating the average of
such exchange rates.



7









 






     “Export Credit Agency” means an official non-Mexican financial institution for
the promotion of exports registered in Book I (Libro I) Section 5 (Sección 5) of the Foreign
Banks, Financial Entities, Pension and Retirement Funds and Investment Funds Registry
(Registro de Bancos, Entidades de Financiamiento, Fondos de Pensiones y Jubilaciones y
Fondos de Inversión del Extranjero) maintained by the Ministry of Finance for purposes of
Rule 3.21.2 of the Resolución Miscelánea Fiscal for the year 2006 and Article 196-II of the
Ley del Impuesto Sobre la Renta (or any successor provisions).




     “Facility” means at any time, the aggregate amount of the Lenders’ Commitments
at such time.




     “Federal Funds Rate” means, for any period, a fluctuating interest rate per
annum equal for each day during such period to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as published for such day (or, if such day is not a Business Day, for
the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate
is not so published for any day that is a Business Day, the average of the quotations for
such day on such transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.




     “Fixed Rate” means an interest rate per annum equal to 10.48%.




     “Floating Rate” means, for each Interest Period applicable to each Tranche C-1
Loan and each Tranche C-2 Loan, the TIIE Rate, as determined by the Administrative Agent,
all as published by Banco de México in the Federal Official Gazette (Diario Oficial de le
Federación) on the first Business Day, or of most recent publication, prior to the
commencement of the relevant Interest Period, or if such day is not a Business Day, on the
next preceding Business Day on which there was such a quote.




     “Forms” shall have the meaning specified in Section 2.12(d).




     “Funding Date” has the meaning specified in Section 3.02.




     “Governmental Authority” means, any nation or government, any state or
municipality or other political subdivision thereof, any entity exercising executive,
legislative, judicial, monetary, regulatory or administrative functions of or pertaining to
government and any such power of any state.




     “Hazardous Materials” means (a) petroleum and petroleum products, byproducts or
breakdown products, radioactive materials, asbestos-containing materials, polychlorinated
biphenyls and radon gas and (b) any other chemicals, materials or substances designated,
classified or regulated as hazardous or toxic or as a pollutant or contaminant under any
Environmental Law.




     “Hedge Agreements” means interest rate swap, cap or collar agreements, interest
rate future or option contracts, currency swap agreements, currency future or option
contracts and other similar agreements.



8









 






     “Increase Availability Period” has the meaning specified in Section 2.01(c).




     “Increase Date” has the meaning specified in Section 2.16(a).




     “Increasing Lender” has the meaning specified in Section 2.16(b).




     “Indemnified Costs” has the meaning specified in Section 7.06(a).




     “Interest Coverage Ratio” means, at any date of determination, the ratio of (i)
Consolidated OIBDA of the Borrower and its Subsidiaries as at the end of the most recently
ended fiscal quarter of the Borrower for which financial statements are required to be
delivered to the Lenders and the Administrative Agent pursuant to Section 5.01(j) to (ii)
interest payable on, and amortization of debt discount in respect of, all Debt of the
Borrower and its Subsidiaries for such period.




     “Interest Period” means (a) with respect to each Tranche A-1 Loan, each Tranche
A-2 Loan and each Tranche A-3 Loan, the period commencing on the Funding Date of such Loan
and ending on the last day of the period selected by the Borrower pursuant to the provisions
below and thereafter, with respect to all Tranche A-1 Loans, Tranche A-2 Loans and Tranche
A-3 Loans, the period commencing on the last day of the preceding Interest Period and ending
on the last day of the period selected by the Borrower pursuant to the provisions below.
The duration of each Interest Period shall be one (1), three (3) or six (6) months as
selected by the Borrower upon notice received by the Administrative Agent not later than
11:00 A.M. (New York time) on the third Business Day prior to the first day of such Interest
Period; provided, however, that:




     (i) if a scheduled repayment of principal amount of Tranche A-1 Loans, Tranche
A-2 Loans or Tranche A-3 Loans would otherwise occur during an Interest Period, such
Interest Period shall end on the date of such scheduled repayment;




     (ii) if any Interest Period would otherwise end after the Maturity Date, such
Interest Period shall end on the Maturity Date;




     (iii) whenever the last day of any Interest Period would otherwise occur on a
day other than a Business Day, the last day of such Interest Period shall be
extended to occur on the next succeeding Business Day; provided,
however, that, if such extension would cause the last day of such Interest
Period to occur in the next following calendar month, the last day of such Interest
Period shall occur on the next preceding Business Day;




     (iv) whenever the first day of any Interest Period occurs on a day of an
initial calendar month for which there is no numerically corresponding day in the
calendar month that succeeds such initial calendar month by the number of
months equal to the number of months in such Interest Period, such Interest
Period shall end on the last Business Day of such succeeding calendar month;



9









 






       (v) if an Interest Period is not selected pursuant to the provisions above
before the end of an Interest Period applicable to a Tranche A-1 Loan, Tranche A-2
Loan or Tranche A-3 Loan, an Interest Period of the same duration as the Interest
Period most recently applicable to such Tranche A-1 Loan, Tranche A-2 Loan or
Tranche A-3 Loan shall be deemed to have been selected; and




     (vi) the initial Interest Period under this Amendment and Restatement for the
Tranche A-2 Loans shall end on July 26, 2006; and




     (b) with respect to each Tranche B Loan, each Tranche C-1 Loan and each Tranche C-2
Loan, the period commencing on the Funding Date of such Loan and ending ninety-one (91) days
thereafter and thereafter each period commencing on the last day of the next preceding
Interest Period and ending ninety-one (91) days thereafter; provided,
however, that:




     (i) if any Interest Period would otherwise end after the Maturity Date, such
Interest Period shall end on the Maturity Date; and




     (ii) whenever the last day of any Interest Period would otherwise occur on a
day other than a Business Day, the last day of such Interest Period shall be
extended to occur on the next succeeding Business Day; and




     (iii) the initial Interest Period under this Amendment and Restatement for the
Tranche C-2 Loans shall end on July 27, 2006.




     “Lead Arranger” has the meaning specified in the preamble hereto.




     “Lender” has the meaning specified in the preamble hereto.




     “LIBO Rate” means, with respect to each day during each Interest Period
pertaining to a Tranche A-1 Loan, Tranche A-2 Loans or Tranche A-3 Loan, an interest rate
per annum equal to the rate per annum obtained by dividing (a) the rate per annum equal to
the arithmetic average (rounded upward to the nearest 1/16% of 1%, if not a multiple of
1/16%) of the rates which appear on the display designated as 3750 Telerate Access Service
Page as the rates at which deposits in U.S. Dollars are offered by banks therein mentioned
in London, England to prime banks in the London interbank market as of 11:00 A.M. (London
time) two Business Days before the first day of such Interest Period in an amount
substantially equal to such Tranche A-1 Loan, Tranche A-2 Loan or Tranche A-3 Loan to be
outstanding during such Interest Period and for a period equal to such Interest Period by
(b) a percentage equal to 100% minus the LIBO Rate Reserve Percentage for such Interest
Period.




     “LIBO Rate Reserve Percentage” for any Interest Period for all Tranche A-1
Loans, Tranche A-2 Loans or Tranche A-3 Loans comprising part of the same Borrowing means
the reserve percentage applicable two Business Days before the first day of such
Interest Period under regulations issued from time to time by the Board of Governors of
the Federal Reserve System (or any successor) for determining the maximum reserve
requirement (including, without limitation, any emergency, supplemental or other



10









 






marginal
reserve requirement) for a member bank of the Federal Reserve System in New York City with
respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or
with respect to any other category of liabilities that includes deposits by reference to
which the interest rate on Tranche A-1 Loans, Tranche A-2 Loans or Tranche A-3 Loans is
determined) having a term equal to such Interest Period.




     “Lien” means any lien, security interest or other charge or encumbrance of any
kind, or any other type of preferential arrangement, including, without limitation, the lien
or retained security title of a conditional vendor and any easement, right of way or other
encumbrance on title to real property.




     “Loan Documents” means, collectively this Agreement, the Tranche A-1 Notes,
Tranche A-2 Notes, the Tranche A-3 Notes, the Tranche B Notes, the Tranche C-1 Notes, the
Tranche C-2 Notes and the Subsidiary Guaranty.




     “Loan Party” means each of, and “Loan Parties” means, the Borrower and
the Subsidiary Guarantors.




     “Loans” means, collectively the Tranche A-1 Loans, Tranche A-2 Loans the
Tranche A-3 Loans, the Tranche B Loans, the Tranche C-1 Loans and the Tranche C-2 Loans.




     “Material Adverse Change” means any material adverse change in the business,
condition (financial or otherwise), operations, performance or properties of any Loan Party
or the Borrower and its Subsidiaries taken as a whole.




     “Material Adverse Effect” means a material adverse effect on (a) the business,
condition (financial or otherwise), operations, performance or properties of any Loan Party
or the Borrower and its Subsidiaries taken as a whole, (b) the rights and remedies of any of
the Lenders under this Agreement or any of the Notes, or (c) the ability of any of the Loan
Parties to perform its obligations under any Loan Document.




     “Material Contract” means, with respect to any Person, each contract to which
such Person is a party involving aggregate consideration payable to or by such Person of
U.S. $10,000,000 (or its equivalent in other currencies) or more in any year or otherwise
material to the business, condition (financial or otherwise), operations, performance,
properties or prospects of such Person.




     “Material Subsidiary” means, at any time, a Subsidiary of the Borrower having
assets in an amount equal to at least 5% of the amount of total Consolidated assets of the
Borrower and its Subsidiaries (determined as of the last day of the most recent fiscal
quarter of the Borrower) or revenues or net income in an amount equal to at least 5% of the
amount of total Consolidated revenues or Consolidated Net Income of the Borrower and its
Subsidiaries for the 12-month period ending on the last day of the most recent fiscal
quarter of the Borrower.




     “Maturity Date” means, (i) with respect to the Tranche A-1 Loans, Tranche A-2
Loans and the Tranche A-3 Loans, the earlier of (y) the fifth anniversary of the



11









 






Amendment
Effective Date and (z) the date on which all amounts payable under this Agreement become due
and payable pursuant to Section 6.01, and (ii) with respect to the Tranche B Loans, the
Tranche C-1 Loans and the Tranche C-2 Loans, the earlier of (y) October 27, 2009 and (z) the
date on which all amounts payable under this Agreement become due and payable pursuant to
Section 6.01.




     “Mexico” means the United Mexican States.




     “Mexican Financial Institution” means a financial institution organized under
and existing pursuant to and in accordance with the laws of Mexico and authorized to conduct
banking activities in Mexico by the Ministry of Finance.




     “Mexican GAAP” has the meaning specified in Section 1.03.




     “Mexican Pesos” or “Pesos” or “Ps$” each means the lawful
currency of Mexico.




     “Mexican Subsidiary” means any Material Subsidiary of the Borrower, which is
organized under the laws of Mexico.




     “Ministry of Finance” means, the Mexican Ministry of Finance and Public Credit
(Secretaría de Hacienda y Crédito Público).




     “New Availability Period” means the period commencing on the Amendment
Effective Date and ending on June 30, 2006.




     “Non-Material Subsidiary” means, at any time, any Subsidiary of the Borrower,
which is not a Material Subsidiary.




     “Notes” means, collectively, the Tranche A-1 Notes, Tranche A-2 Notes, the
Tranche A-3 Notes, the Tranche B Notes, the Tranche C-1 Notes and the Tranche C-2 Notes.




     “Notice of Borrowing” has the meaning specified in Section 2.02.




     “Obligation” means, with respect to any Person, any payment, performance or
other obligation of such Person of any kind, including, without limitation, any liability of
such Person on any claim, whether or not the right of any creditor to payment in respect of
such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim
is discharged, stayed or otherwise affected by any proceeding referred to in Section
6.01(f). Without limiting the generality of the foregoing, the Obligations of the Borrower
under the Loan Documents include (a) the obligation to pay principal, interest, Letter of
Credit commissions, charges, expenses, fees, attorneys’ fees and disbursements, indemnities
and other amounts payable by the Borrower under any Loan Document and (b) the obligation of
the Borrower to reimburse any amount in respect of any of the
foregoing that any of the Lenders, in its sole discretion, may elect to pay or advance
on behalf of the Borrower.



12









 






     “OECD” means the Organization for Economic Cooperation and Development.




     “OIBDA” means, for any period, Consolidated Net Income for such period plus,
without duplication and to the extent deducted in determining Consolidated Net Income for
such period, the sum of (a) total income tax expense (including withholding taxes), (b)
interest expense, amortization or write-offs of debt discount and debt issuance costs and
commissions, discounts and other fees and charges associated with Debt of the Borrower and
its Subsidiaries (including the Loans), (c) depreciation and amortization expense, (d)
amortization of intangibles, (e) any extraordinary expenses or losses (including, whether or
not otherwise includable as a separate item in the statement of such Consolidated Net Income
for such period, losses on sales of assets outside of the ordinary course of business), (f)
other non-operating expenses excluded from Consolidated Operating Income, (g) non-cash
expenses, and (h) any other non-cash charges (including, without limitation, minority
interest expense, foreign exchange loss, intercompany allocations not currently required to
be paid in cash, or monetary loss) and minus, to the extent included in the statement of
such Consolidated Net Income for such period, the sum of (a) interest income, (b) any
extraordinary income or gains (including, whether or not otherwise includable as a separate
item in the statement of such Consolidated Net Income for such period, gains on the sales of
assets outside of the ordinary course of business), (c) accrued non-cash expenses added back
in previous periods under clauses (g) and (h) of this definition that are payed in cash in
such period, and (d) other non-operating income excluded from Consolidated Operating Income,
all as determined on a consolidated basis in accordance with Mexican GAAP.




     “Original Agreement” means the Credit Agreement dated as of October 27, 2004
between the Borrower, the Lenders and the Administrative Agent, as amended by Amendment No.1
to the Credit Agreement dated as of April 22, 2005 and by Amendment No. 2 to the Credit
Agreement dated as of May 23, 2005;




     “Other Taxes” has the meaning specified in Section 2.12(b).




     “Parent” means NII Holdings, Inc.




     “Patriot Act” means the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56,
signed into law October 26, 2001.




     “Permitted Liens” means such of the following (i) as to which no enforcement,
collection, execution, levy or foreclosure proceeding shall have been commenced; or (ii)
with respect to clauses (a), (c) or (d) below, which are being contested in good faith and
as to which adequate reserves have been established on the books of the Borrower in
accordance with Mexican GAAP: (a) Liens for taxes, assessments and governmental charges or
levies to the extent not required to be paid under Section 5.01(b) hereof; (b) Liens imposed
by law, such as materialmen’s, mechanics’, carriers’, workmen’s and
repairmen’s Liens and other similar Liens arising in the ordinary course of business
securing obligations that are not overdue for a period of more than 30 days; (c) pledges or
deposits to secure obligations under workers’ compensation laws or similar legislation or



13









 






to
secure public or statutory obligations; and (d) easements, rights of way and other
encumbrances on title to real property that do not render title to the property encumbered
thereby unmarketable or materially adversely affect the use of such property for its present
purposes.




     “Person” means an individual, partnership, corporation (including a business
trust), joint stock company, trust, unincorporated association, joint venture, limited
liability company or other entity, or a government or any political subdivision or agency
thereof.




     “Peso Equivalent” means with respect to an amount in Dollars on any date, the
Peso amount that would result from the conversion of Dollar amount into Pesos on such date,
as determined by the Administrative Agent using the Exchange Rate.




     “Platform” has the meaning specified in Section 8.02(c).




     “Process Agent” has the meaning specified in Section 8.11.




     “Register” has the meaning specified in Section 8.07(d).




     “Regulation D” means Regulation D of the Board of Governors of the Federal
Reserve System, as in effect from time to time.




     “Required Lenders” means, at any time, Lenders owed at least 66-2/3% of the
then aggregate unpaid principal amount of the Tranche A-1 Loans, Tranche A-2 Loans and the
Tranche A-3 Loans and the USD Equivalent as of the Closing Date of the Tranche B Loans, the
Tranche C-1 Loans and the Tranche C-2 Loans owing to Lenders, or, if no such principal
amount is then outstanding, Lenders having at least 66-2/3% of the Commitments.




     “Responsible Officer” means any officer of the Borrower or any of its
Subsidiaries.




     “Restricted Payments” has the meaning specified in Section 5.02(e).




     “Solvent” means, with respect to any Person on a particular date, that on such
date (a) the fair value of the property of such Person is greater than the total amount of
liabilities, including, without limitation, contingent liabilities, of such Person, (b) the
present fair salable value of the assets of such Person is not less than the amount that
will be required to pay the probable liability of such Person on its debts as they become
absolute and matured, (c) such Person does not intend to, and does not believe that it will,
incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as
they mature, (d) such Person is not engaged in business or a transaction, and is not about
to engage in business or a transaction, for which such Person’s property would constitute an
unreasonably small capital and (e) such Person is not insolvent under Article 2166 of
the Mexican Federal Civil Code (Código Civil Federal) or its correlative provisions of
the Civil Codes of the States that comprise Mexico and the Federal District (or any
successor provision) or may be placed into concurso mercantil in accordance with



14









 






Articles 9,
10 and 11 of the Mexican Bankruptcy Law (Ley de Concursos Mercantiles) (or any successor
provision). The amount of contingent liabilities at any time shall be computed as the
amount that, in the light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or matured
liability.




     “Subsidiary” of any Person means any corporation, partnership, joint venture,
limited liability company, trust or estate of which (or in which) more than 50% of (a) the
issued and outstanding capital stock having ordinary voting power to elect a majority of the
Board of Directors of such corporation (irrespective of whether at the time capital stock of
any other class or classes of such corporation shall or might have voting power upon the
occurrence of any contingency), (b) the interest in the capital or profits of such limited
liability company, partnership or joint venture or (c) the beneficial interest in such trust
or estate is at the time directly or indirectly owned or controlled by such Person, by such
Person and one or more of its other Subsidiaries or by one or more of such Person’s other
Subsidiaries.




     “Subsidiary Guarantor” means each Mexican Subsidiary of the Borrower listed on
Schedule II hereto and each other Subsidiary of the Borrower that shall become a Mexican
Subsidiary and, therefore shall be required to execute and deliver a Subsidiary Guaranty
pursuant to Section 5.01(m).




     “Subsidiary Guaranty” means the guaranty that any Mexican Subsidiary of the
Borrower shall be required to execute pursuant to Section 5.01(m) substantially in the form
of Exhibit F.




     “Substitute Evaluation Agent” shall mean, on the date of any proposed
prepayment by a Tranche B Bank under Section 2.08, the Tranche B Banks with the largest
volume and quantity of derivatives transactions in the Mexican derivatives market, as
determined by such Tranche B Bank requesting to make a prepayment; provided,
however, that no Affiliate of such prepaying Tranche B Bank shall be a Substitute
Evaluation Agent.




     “Taxes” has the meaning specified in Section 2.12(a).




     “TIIE Rate” means, as of any date of determination, the Equilibrium Interbank
Interest Rate (Tasa de Interés Interbancaria de Equilibrio) for a period of 91 days or such
other period so published as most closely equals to such 91 day period, as determined by the
Administrative Agent, all as published by Banco de México in the Federal Official Gazette
(Diario Oficial de la Federación), or if the TIIE Rate is not quoted on such date or such
day is not a Business Day, on the next preceding Business Day on which there was such a
quote; provided that in the event the TIIE Rate shall cease to be published, “TIIE
Rate” shall mean any rate specified by Banco de México as the substitute rate therefor.



15









 






     “Tranche” means, with respect to any Loan, the characterization of such Loan as
being a part of the Tranche A-1 Facility, the Tranche A-2 Facility, the Tranche A-3
Facility, the Tranche B Facility, the Tranche C-1 Facility or the Tranche C-2 Facility.




     “Tranche A Loans” means collectively the Tranche A-1 Loans, the Tranche A-2
Loans and the Trance A-3 Loans.




     “Tranche A-1 Banks” has the meaning specified in the preamble hereto.




     “Tranche A-1 Commitment” means, as to each Tranche A-1 Bank, the obligation of
such Tranche A-1 Bank to make Tranche A-1 Loans in an aggregate principal amount not to
exceed the amount set forth opposite such Tranche A-1 Bank’s name on Schedule I, as such
amount may be reduced or increased from time to time in accordance with the provisions of
this Agreement; and collectively, as to all Tranche A-1 Banks, the Tranche A-1 Commitments.




     “Tranche A-1 Facility” means the financing under the Tranche A-1 Commitments.




     “Tranche A-1 Loan” has the meaning specified in Section 2.01(a).




     “Tranche A-1 Note” means a promissory note of the Borrower (pagaré) guaranteed
(por aval) by the Subsidiary Guarantors payable to the order of any Tranche A-1 Bank, in
substantially the form of Exhibit A-1, evidencing the aggregate indebtedness of the Borrower
to such Tranche A-1 Bank resulting from the Tranche A-1 Loan made by such Tranche A-1 Bank
or acquired by such Tranche A-1 Bank from another Lender pursuant to Section 8.07.




     “Tranche A-1 Prepayment Amount” has the meaning specified in Section 2.01(a).




     “Tranche A-2 Banks” has the meaning specified in the preamble hereto.




     “Tranche A-2 Commitment” means, as to each Tranche A-2 Bank, the obligation of
such Tranche A-2 Bank to make Tranche A-2 Loans in an aggregate principal amount not to
exceed the amount set forth opposite such Tranche A-2 Bank’s name on Schedule I, as such
amount may be reduced or increased from time to time in accordance with the provisions of
this Agreement; and collectively, as to all Tranche A-2 Banks, the Tranche A-2 Commitments..




     “Tranche A-2 Facility” means the financing available under the Tranche A-2
Commitments.




     “Tranche A-2 Loan” has the meaning specified in Section 2.01(b).




     “Tranche A-2 Note” means a promissory note of the Borrower (pagaré) guaranteed
(por aval) by the Subsidiary Guarantors payable to the order of any Tranche A-2 Bank, in
substantially the form of Exhibit A-2, evidencing the aggregate indebtedness of the Borrower
to such Tranche A-2 Bank resulting from the Tranche A-2



16









 






Loan made by such Tranche A-2 Bank or acquired by such Tranche A-2 Bank from another
Lender pursuant to Section 8.07.




     “Tranche A-3 Banks” has the meaning specified in Section 2.16.




     “Tranche A-3 Commitment” has the meaning specified in Section 2.16.




     “Tranche A-3 Facility” means the financing available under the Tranche A-3
Commitments.




     “Tranche A-3 Loan” has the meaning specified in Section 2.01(c).




     “Tranche A-3 Note” means a promissory note of the Borrower (pagaré) guaranteed
(por aval) by the Subsidiary Guarantors payable to the order of any Tranche A-3 Bank, in
substantially the form of Exhibit A-3, evidencing the aggregate indebtedness of the Borrower
to such Tranche A-3 Bank resulting from the Tranche A-3 Loan made by such Tranche A-3 Bank
or acquired by such Tranche A-3 Bank from another Lender pursuant to Section 8.07.




     “Tranche B Banks” has the meaning specified in the preamble hereto.




     “Tranche B Commitment” means, as to each Tranche B Bank, the obligation of such
Tranche B Bank to make Tranche B Loans in an aggregate principal amount not to exceed the
Peso Equivalent as of the Closing Date of the amount set forth opposite such Tranche B
Bank’s name on Schedule I, as such amount may be reduced from time to time in accordance
with the provisions of this Agreement; and collectively, as to all Tranche B Banks, the
Tranche B Commitments.




     “Tranche B Facility” means the financing under the Tranche B Commitments.




     “Tranche B Final Principal Amount” has the meaning specified in Section
2.05(d).




     “Tranche B Loan” has the meaning specified in Section 2.01(d).




     “Tranche B Note” means a promissory note of the Borrower (pagaré) guaranteed
(por aval) by the Subsidiary Guarantors payable to the order of any Tranche B Bank, in
substantially the form of Exhibit B, evidencing the aggregate indebtedness of the Borrower
to such Tranche B Bank resulting from the Tranche B Loan made by such Tranche B Bank or
acquired by such Tranche B Bank from another Lender pursuant to Section 8.07.




     “Tranche C-1 Banks” has the meaning specified in the preamble hereto.




     “Tranche C-1 Commitment” means, as to each Tranche C-1 Bank, the obligation of
such Tranche C-1 Bank to make Tranche C-1 Loans in an aggregate principal amount not to
exceed the amount set forth opposite such Tranche C-1 Bank’s name on Schedule I, as such
amount may be reduced from time to time in accordance with the



17









 






provisions of this Agreement; and collectively, as to all Tranche C-1 Banks, the
Tranche C-1 Commitments.




     “Tranche C-1 Facility” means the financing under the Tranche C-1 Commitments.




     “Tranche C-1 Final Principal Amount” has the meaning specified in Section
2.05(e).




     “Tranche C-1 Loan” has the meaning specified in Section 2.01(e).




     “Tranche C-1 Note” means a promissory note of the Borrower (pagaré) guaranteed
(por aval) by the Subsidiary Guarantors payable to the order of any Tranche C-1 Bank, in
substantially the form of Exhibit C, evidencing the aggregate indebtedness of the Borrower
to such Tranche C-1 Bank resulting from the Tranche C-1 Loan made by such Tranche C-1 Bank
or acquired by such Tranche C-1 Bank from another Lender pursuant to Section 8.07.




     “Tranche C-1 Prepayment Amount” has the meaning specified in Section 2.01(e).




     “Tranche C-2 Banks” has the meaning specified in the preamble hereto.




     “Tranche C-2 Commitment” means, as to each Tranche C-2 Bank, the obligation of
such Tranche C-2 Bank to make Tranche C-2 Loans in an aggregate principal amount not to
exceed the amount set forth opposite such Tranche C-2 Bank’s name on Schedule I, as such
amount may be reduced from time to time in accordance with the provisions of this Agreement;
and collectively, as to all Tranche C-2 Banks, the Tranche C-2 Commitments.




     “Tranche C-2 Facility” means the financing under the Tranche C-2 Commitments.




     “Tranche C-2 Final Principal Amount” has the meaning specified in Section
2.05(f).




     “Tranche C-2 Loan” has the meaning specified in Section 2.01(f).




     “Tranche C-2 Note” means a promissory note of the Borrower (pagaré) guaranteed
(por aval) by the Subsidiary Guarantors payable to the order of any Tranche C-2 Bank, in
substantially the form of Exhibit C-2, evidencing the aggregate indebtedness of the Borrower
to such Tranche C-2 Bank resulting from the Tranche C-2 Loan made by such Tranche C-2 Bank
or acquired by such Tranche C-2 Bank from another Lender pursuant to Section 8.07.




     “United States” or “U.S.” means the United States of America.




     “U.S. Dollars”, “U.S. $”, “Dollars” and “$” each mean
the lawful currency of the United States.



18









 






     “U.S. GAAP” means the generally accepted accounting principles under applicable
U.S. law.




     “USD Equivalent” means with respect to an amount of Mexican Pesos on any date,
the amount that would result from the conversion of such Mexican Peso amount into Dollars on
such date, as determined by the Administrative Agent using the Exchange Rate.




     “Voting Stock” means capital stock issued by a corporation, or equivalent
interests in any other Person, the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons performing similar
functions) of such Person, even if the right so to vote has been suspended by the happening
of such a contingency.




     “Wholly-Owned Subsidiary” means, as to any Subsidiary of the Borrower
incorporated in Mexico, each such Subsidiary in which the Borrower owns or controls,
directly or indirectly, at least 97% of the capital stock of such Subsidiary and as to all
other Subsidiaries, each Subsidiary in which the Borrower owns or controls, directly or
indirectly, 100% of its capital stock; provided however, that each of Inversiones Nextel de
Mexico, S.A. de C.V. and NII PCS, S.A. de C.V. shall be deemed to be Wholly-Owned
Subsidiaries for so long as the Borrower owns or controls, directly or indirectly, at least
95% of the capital stock of such Subsidiary.



          SECTION 1.02. Computation of Time Periods. In this Agreement in the computation of
periods of time from a specified date to a later specified date, the word “from” means “from and
including” and the words “to” and “until” each mean “to but excluding”.




          SECTION 1.03. Accounting Terms. All accounting terms not specifically defined herein
shall be construed in accordance with generally accepted accounting principles in Mexico consistent
with those applied in the preparation of the financial statements referred to in Section 4.01(e)
(“Mexican GAAP”).




          SECTION 1.04. Currency Determination. For the purposes of determining the amount
outstanding in Pesos, the Peso Equivalent of the Dollar amount on the date of the determination
shall be used. If any reference to any amount herein would include amounts in Dollars and in Pesos
or to an amount in Dollars that is in fact in Pesos, such reference (whether or not it expressly so
provides) shall be deemed to refer to the USD Equivalent.




ARTICLE II




AMOUNTS AND TERMS OF THE LOANS




          SECTION 2.01. The Loans  (a) Subject to the terms and conditions hereof, each Tranche A-1
Bank severally agreed to make loans in U.S. Dollars (each referred to as a Tranche A Loan under the
Original Agreement, and, under this Agreement, a “Tranche A-1 Loan”) to the Borrower on any
Business Day during the Availability Period, in an amount not to exceed such Tranche A-1 Bank’s
Tranche A-1 Commitment at such time and, as to all Tranche A-1 Banks, in an aggregate principal
amount up to but not exceeding the aggregate total amount





19









 







of all Tranche A-1 Commitments listed on
Schedule I. The Tranche A-1 Facility consists of Tranche A-1 Loans, each such loan having been
made simultaneously by the Tranche A-1 Banks ratably according to their Tranche A-1 Commitments.
Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. The
Borrower acknowledges and agrees that the aggregate principal amount of the Tranche A-1 Loans
outstanding on the date hereof is $123,840,000. On the Amendment Effective Date the principal
amount of $19,440,000 of the Tranche A-1 Loans (the “Tranche A-1 Prepayment Amount”) will
be repaid from proceeds of the Tranche A-2 Loans and the Borrower acknowledges and agrees that the
aggregate principal amount of the Tranche A-1 Loans outstanding as of the Amendment Effective Date
will be $104,400,000, which will be continued as a Tranche A-1 Loan on and after the Amendment
Effective Date, and that it is obligated to pay Tranche A-1 Loans in accordance with the terms of
this agreement.




          (b) Subject to the terms and conditions hereof, each Tranche A-2 Bank severally agrees to make
loans in U.S. Dollars (each, a “Tranche A-2 Loan”) to the Borrower on any Business Day
during the New Availability Period, in an amount not to exceed such Tranche A-2 Bank’s Tranche A-2
Commitment at such time and, as to all Tranche A-2 Banks, in an aggregate principal amount up to
but not exceeding the aggregate total amount of all Tranche A-2 Commitments listed on Schedule I.
The Tranche A-2 Facility shall consist of Tranche A-2 Loans, each such loan made simultaneously by
the Tranche A-2 Banks ratably according to their Tranche A-2 Commitments at such time. Amounts
borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed.




          (c) Subject to the terms and conditions hereof, each Tranche A-3 Bank severally agrees to make
loans in U.S. Dollars (each, a “Tranche A-3 Loan”) to the Borrower on any Business Day
which falls after an Increase Date provided such date falls at least 90 days prior to the
scheduled Maturity Date for the Tranche A Loans during the period commencing on such Increase Date
and ending 5 days thereafter (an “Increase Availability Period”), in an amount not to
exceed such Tranche A-3 Bank’s Tranche A-3 Commitment at such time and, as to all Tranche A-3
Banks, in an aggregate principal amount up to but not exceeding the aggregate total amount of all
Tranche A-3 Commitments in effect at such time. The Tranche A-3 Facility shall consist of Tranche
A-3 Loans, each such loan made simultaneously by the Tranche A-3 Banks ratably according to their
Tranche A-3 Commitments at such time. Amounts borrowed under this Section 2.01(c) and repaid or
prepaid may not be reborrowed.




          (d) Subject to the terms and conditions hereof, each Tranche B Bank severally agreed to make
loans in Mexican Pesos (each, a “Tranche B Loan”) to the Borrower on any Business Day
during the Availability Period, in an amount not to exceed such Tranche B Bank’s Tranche B
Commitment at such time and, as to all Tranche B Banks, in an aggregate principal amount up to but
not exceeding the Peso Equivalent of the aggregate total amount of all Tranche
B Commitments listed on Schedule I. The Tranche B Facility consists of Tranche B Loans, each
such loan made simultaneously by the Tranche B Banks ratably according to their Tranche B
Commitments. Amounts borrowed under this Section 2.01(d) and repaid or prepaid may not be
reborrowed. The Borrower acknowledges and agrees that the aggregate principal amount of the
Tranche B Loans outstanding as of the Amendment Effective Date is Ps$ 948,680,640, which will be
continued as a Tranche B Loan on and after the Amendment Effective Date, and that it is obligated
to pay Tranche B Loans in accordance with the terms of this agreement.




20









 








          (e) Subject to the terms and conditions hereof, each Tranche C-1 Bank severally agrees to make
loans in Mexican Pesos (each referred to as a Tranche C Loan under the Original Agreement, and,
under this Agreement, a “Tranche C-1 Loan”) to the Borrower on any Business Day during the
Availability Period, in an amount not to exceed such Tranche C-1 Bank’s Tranche C-1 Commitment at
such time and, as to all Tranche C-1 Banks, in an aggregate principal amount up to but not
exceeding the Peso Equivalent of the aggregate total amount of all Tranche C-1 Commitments listed
on Schedule I. The Tranche C-1 Facility consists of Tranche C-1 Loans, each such loan made
simultaneously by the Tranche C Banks ratably according to their Tranche C-1 Commitments. Amounts
borrowed under this Section 2.01(e) and repaid or prepaid may not be reborrowed. The Borrower
acknowledges and agrees that the aggregate principal amount of the Tranche C-1 Loans outstanding on
the date hereof is Ps$330,722,400. On the Amendment Effective Date the principal amount of
Ps$263,522,400 of the Tranche C-1 Loans (the “Tranche C-1 Prepayment Amount”) will be
repaid from proceeds of the Tranche C-2 Loans and the Borrower acknowledges and agrees that the
aggregate principal amount of the Tranche C-1 Loans outstanding as of the amendment Effective Date
will be Ps$67,200,000, which will be continued as a Tranche C-1 Loan on and after the Amendment
Effective Date and that it is obligated to pay Tranche C-1 Loans in accordance with the terms of
this agreement.




               (f) Subject to the terms and conditions hereof, each Tranche C-2 Bank severally agrees to make
loans in Mexican Pesos (each, a “Tranche C-2 Loan”) to the Borrower on any Business Day
during the New Availability Period, in an amount not to exceed such Tranche C-2 Bank’s Tranche C-2
Commitment at such time and, as to all Tranche C-2 Banks, in an aggregate principal amount up to
but not exceeding the Peso Equivalent of the aggregate total amount of all Tranche C-2 Commitments
listed on Schedule I. The Tranche C-2 Facility shall consist of Tranche C-2 Loans, each such loan
made simultaneously by the Tranche C Banks ratably according to their Tranche C-2 Commitments.
Amounts borrowed under this Section 2.01(f) and repaid or prepaid may not be reborrowed.




          SECTION 2.02. Making the Loans. (a) Each Borrowing shall be made on notice, given
not later than 11:00 A.M. (New York City time) in the case of Tranche A-1 Loans, Tranche A-2 Loans
and Tranche A-3 Loans, and 11:00 A.M. (Mexico City time) in the case of Tranche B Loans, Tranche
C-1 Loans and Tranche C-2 Loans, on the third Business Day prior to the date of the proposed
Borrowing, in each case, by the Borrower to the Administrative Agent. Such notice of a Borrowing
(a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or
telecopier or telex, in substantially the form of Exhibit D hereto, specifying therein (i) the
requested date of the proposed Borrowing, (ii) the aggregate amount of such Borrowing under the
Tranche A-1 Facility, provided that each such Borrowing shall be in the aggregate amount of
U.S.$10,000,000
or an integral multiple of U.S.$1,000,000 in excess thereof in the case of Tranche A-1 Loans,
(iii) the aggregate amount of such Borrowing under the Tranche A-2 Facility, provided that
each such Borrowing shall be in the aggregate amount of U.S.$10,000,000 or an integral multiple of
U.S.$1,000,000 in excess thereof in the case of Tranche A-2 Loans, (iv) the aggregate amount of
such Borrowing under the Tranche A-3 Facility, provided that each such Borrowing shall be in the
aggregate amount of U.S.$10,000,000 or an integral multiple of U.S.$1,000,000 in excess thereof in
the case of Tranche A-3 Loans, (v) the aggregate amount of such Borrowing under the Tranche B
Facility, provided that each such Borrowing shall be in the aggregate amount of
Ps$100,000,000 or an integral multiple of Ps$10,000,000 in excess thereof in the case of Tranche B
Loans, (vi) the aggregate amount of




21









 







such Borrowing under the Tranche C-1 Facility, provided
that each such Borrowing shall be in the aggregate amount of Ps$100,000,000 or an integral
multiple of Ps$10,000,000 in excess thereof in the case of Tranche C-1 Loans, (vii) the aggregate
amount of such Borrowing under the Tranche C-2 Facility, provided that each such Borrowing
shall be in the aggregate amount of Ps$100,000,000 or an integral multiple of Ps$10,000,000 in
excess thereof in the case of Tranche C-2 Loans, and (viii) the proposed Interest Period for the
Tranche A-1 Loans under the Tranche A-1 Facility or for the Tranche A-2 Loans under the Tranche A-2
Facility or for the Tranche A-3 Loans under the Tranche A-3 Facility contemplated by such proposed
Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) in the case of Tranche A-1
Loans, Tranche A-2 Loans and Tranche A-3 Loans, and 11:00 A.M. (Mexico City time) in the case of
Tranche B Loans, Tranche C-1 Loans and Tranche C-2 Loans, on the date of such Borrowing, make
available for the account of its Applicable Lending Office to the Administrative Agent at the
Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing
in accordance with the respective Commitments under the applicable Tranche A-1 Facility, Tranche
A-2 Facility, Tranche A-3 Facility, Tranche B Facility , Tranche C-1 Facility or Tranche C-2
Facility, as the case may be, of such Lender and the other Lenders. After the Administrative
Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in
Article III, the Administrative Agent will promptly make such funds available to the Borrower by
crediting the Borrower’s Account.




          (b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower
shall indemnify all of the Lenders against any loss, cost or expense incurred by any of the Lenders
as a result of any failure to fulfill on or before the date specified in a Notice of Borrowing the
applicable conditions set forth in Article III and Section 2.16, as applicable, including, without
limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by any of the Lenders to fund a Loan when such Loan, as a result
of such failure, is not made on such date. A certificate of the amount of such loss, cost or
expense, submitted in good faith to the Borrower by any such Lender, shall be conclusive and
binding for all purposes, absent manifest error.




          (c) On each Funding Date, the Administrative Agent shall make available to the Borrower only
such amounts of the Loans that the Administrative Agent has received from each respective Lender.




          (d) The failure of any Lender to make any Loan to be made by it as part of any Borrowing shall
not relieve any other Lender of its obligation, if any, hereunder to make its Loans on the date of
such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the
Tranche A-1 Loan, the Tranche A-2 Loan, the Tranche A-3 Loan, the
Tranche B Loan, the Tranche C-1 Loan or the Tranche C-2 Loan, as the case may be, to be made
by such other Lender on the date of any Borrowing.




          (e) Nothing contained herein shall be deemed to limit the Borrower’s rights against any
defaulting Lender.




     SECTION 2.03. Fees. (a) Commitment Fee. The Borrower agrees to pay to the
Administrative Agent, for the account of each of the Lenders, on the last Business Day of each
month during the Availability Period, on the last day of the Availability Period (the




22









 







“Commitment Termination Date”), and on the date of termination of the Lenders’ obligation
to make loans pursuant to Section 6.01 or the permanent reduction to zero of the Commitments, a
commitment fee in Dollars at a rate per annum of 1.0% of the average daily unused portion of the
Commitments which will accrue on a daily basis from the Closing Date to the earlier to occur of the
Commitment Termination Date and the date of termination of the Lenders’ obligation to make loans
pursuant to Section 6.01 or the permanent reduction to zero of the Commitments.




          (b) Agency Fee. The Borrower shall pay to the Administrative Agent for its own
account, and for the account of the Lead Arranger and Lenders, such fees in Dollars as specified in
the commitment letter dated May 1, 2006 among the Borrower, the Administrative Agent, the
Bookrunners and the Parent.




          (c) Upon payment by the Borrower of any fees provided hereunder and no later than 10 Business
Days after such payments, the Administrative Agent shall deliver to the Borrower an invoice for
such payments in accordance with all applicable tax and legal requirements.




     SECTION 2.04. Termination or Reduction of the Commitments. (a) Optional.
The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative
Agent, to terminate in whole or permanently reduce ratably in part the unused portions of the
respective Commitments of the Lenders, provided that each partial reduction shall be in the
aggregate amount of U.S.$5,000,000 or an integral multiple of U.S.$1,000,000 in excess thereof in
the case of Tranche A-1 Loans, Tranche A-2 Loans and Tranche A-3 Loans, and Ps$50,000,000 or an
integral multiple of Ps$10,000,000 in excess thereof in the case of Tranche B Loans, the Tranche
C-1 Loans and the Tranche C-2 Loans.




          (b) Mandatory. (i) On the Business Day immediately following the last day of the
Availability Period, the unused aggregate Tranche A-1 Commitments, Tranche B Commitments and
Tranche C-1 Commitments of the Lenders shall be automatically and permanently terminated. (ii) On
the Business Day immediately following the last day of the New Availability Period, the unused
aggregate Tranche A-2 Commitments and Tranche C-2 Commitments of the Lenders shall be automatically
and permanently terminated. (iii) On the Business Day following the last day of an Increase
Availability Period the unused aggregate Tranche A-3 Commitments of the Lenders shall be
automatically and permanently terminated.




     SECTION 2.05. Repayment. (a) The Borrower shall repay in Dollars to the Administrative Agent, for the ratable
account of the Tranche A-1 Banks, on the Maturity Date the aggregate principal amount of the
Tranche A-1 Loans outstanding on such date.




          (b) The Borrower shall repay in Dollars to the Administrative Agent, for the ratable account
of the Tranche A-2 Banks, on the Maturity Date the aggregate principal amount of the Tranche A-2
Loans outstanding on such date.




          (c) The Borrower shall repay in Dollars to the Administrative Agent, for the ratable account
of the Tranche A-3 Banks, on the Maturity Date the aggregate principal amount of the Tranche A-3
Loans outstanding on such date.




23









 








          (d) The Borrower shall repay in Pesos to the Administrative Agent, for the ratable account of
the Tranche B Banks, the aggregate principal amount of the Tranche B Loans outstanding at the end
of the Availability Period (the “Tranche B Final Principal Amount”) on the following dates
and in the percentages indicated; provided that the final principal installment shall be in
an amount equal to the principal amount of the Tranche B Loans outstanding on the date on which
such final principal installment is due:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage
	 	 	 	 	 	 	of “Tranche
	 	 	 	 	 	 	B Final
	 	 	Installment	 	Principal
	Due Date
	 	No.	 	Amount”
	October 27, 2006
	 	 	1	 	 	 	4.167	%
	April 27, 2007
	 	 	2	 	 	 	6.250	%
	October 27, 2007
	 	 	3	 	 	 	6.250	%
	April 27, 2008
	 	 	4	 	 	 	20.833	%
	October 27, 2008
	 	 	5	 	 	 	20.833	%
	April 27, 2009
	 	 	6	 	 	 	20.833	%
	October 27, 2009
	 	 	7	 	 	 	20.834	%






          (e) The Borrower shall repay in Pesos to the Administrative Agent, for the ratable account of
the Tranche C-1 Banks, the aggregate principal amount of the Tranche C-1 Loans outstanding at the
end of the Availability Period (the “Tranche C-1 Final Principal Amount”) on the following
dates and in the percentages indicated; provided that the final principal installment shall
be in an amount equal to the principal amount of the Tranche C-1 Loans outstanding on such date on
which the final principal installment is due:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage
	 	 	 	 	 	 	of “Tranche
	 	 	 	 	 	 	C-1 Final
	 	 	Installment	 	Principal
	Due Date
	 	No.	 	Amount”
	October 27, 2006

	 	 	1	 	 	 	4.167	%
	April 27, 2007

	 	 	2	 	 	 	6.250	%
	October 27, 2007

	 	 	3	 	 	 	6.250	%
	April 27, 2008

	 	 	4	 	 	 	20.833	%
	October 27, 2008

	 	 	5	 	 	 	20.833	%
	April 27, 2009

	 	 	6	 	 	 	20.833	%
	October 27, 2009

	 	 	7	 	 	 	20.834	%






          (f) The Borrower shall repay in Pesos to the Administrative Agent, for the ratable account of
the Tranche C-2 Banks, the aggregate principal amount of the Tranche C-2 Loans outstanding at the
end of the Availability Period (the “Tranche C-2 Final Principal Amount”) on




24









 







the following
dates and in the percentages indicated; provided that the final principal installment shall
be in an amount equal to the principal amount of the Tranche C-2 Loans outstanding on such date on
which the final principal installment is due:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage
	 	 	 	 	 	 	of “Tranche
	 	 	 	 	 	 	C-2 Final
	 	 	Installment	 	Principal
	Due Date
	 	No.	 	Amount”
	October 27, 2006
	 	 	1	 	 	 	4.167	%
	April 27, 2007
	 	 	2	 	 	 	6.250	%
	October 27, 2007
	 	 	3	 	 	 	6.250	%
	April 27, 2008
	 	 	4	 	 	 	20.833	%
	October 27, 2008
	 	 	5	 	 	 	20.833	%
	April 27, 2009
	 	 	6	 	 	 	20.833	%
	October 27, 2009
	 	 	7	 	 	 	20.834	%






          SECTION 2.06. Interest. (a) Scheduled Interest. The Borrower shall pay
interest on the unpaid principal amount of each Tranche A-1 Loan, Tranche A-2 Loan, Tranche A-3
Loan, Tranche B Loan and Tranche C Loan, as the case may be, owing to each Lender from the date of
such Tranche A-1 Loan or Tranche A-2 Loan or Tranche A-3 Loan or Tranche B Loan or Tranche C-1 Loan
or Tranche C-2 Loan, as the case may be, until such principal amount shall be paid in full, at the
following rates per annum:





     (i) Tranche A-1 Loans, Tranche A-2 Loans and Tranche A-3 Loans. Each Tranche
A-1 Loan, each Tranche A-2 Loan and each Tranche A-3 Loan respectively shall bear interest
for each day during each Interest Period with respect thereto at a rate per annum equal at
all times during such Interest Period for such Tranche A-1 Loan, such Tranche A-2 Loan or
such Tranche A-3 Loan to the sum of (x) the LIBO Rate determined for such Interest Period
plus (y) the Applicable Margin, computed on the basis of a 360-day year for actual days
elapsed, payable in arrears on the last day of such Interest
Period and, if such Interest Period has a duration of more than three months, on each
day that occurs during such Interest Period every three months from the first day of such
Interest Period and on the date such Tranche A-1 Loan, Tranche A-2 Loan or such Tranche A-3
Loan shall be paid in full.




     (ii) Tranche B Loans. Each Tranche B Loan shall bear interest for each day
during each Interest Period with respect thereto at a rate per annum equal at all times
during such Interest Period for such Tranche B Loan to the sum of (x) the Fixed Rate plus
(y) the Applicable Margin computed on the basis of a 360-day year for actual days elapsed,
payable in arrears on the last day of such Interest Period.




     (iii) Tranche C-1 Loans and Tranche C-2 Loans. Each Tranche C-1 Loan and each
Tranche C-2 Loan respectively shall bear interest for each day during each Interest



25









 






Period
with respect thereto at a rate per annum equal at all times during such Interest Period for
such Tranche C-1 Loan or Tranche C-2 Loan to the sum of (x) the Floating Rate plus (y) the
Applicable Margin computed on the basis of a 360-day year for actual days elapsed, payable
in arrears on the last day of such Interest Period.



          (b) LIBO Rate and TIIE Rate Loans. The Borrower hereby agrees that interest rates for
the Tranche A-1 Loans, Tranche A-2 Loans, Tranche A-3 Loans, Tranche C-1 Loans and Tranche C-2
Loans shall vary based on changes in the LIBO Rate or the TIIE Rate, as the case may be, in the
manner described herein and consents to such adjustments, with such notices as are required in
accordance herewith.




          (c) Default Interest. Upon the occurrence and during the continuance of any Event of
Default, the Borrower shall pay interest (“Default Interest”) on the outstanding principal
amount owing to each Lender, payable in arrears on the dates referred to in clause (a)(i), (a)(ii)
or (a)(iii) above and on demand, at a rate per annum equal at all times (i) in the case of Tranche
A-1 Loans, Tranche A-2 Loans and Tranche A-3 Loans, to 2% per annum above the rate per annum
required to be paid on such Loan pursuant to clause (a)(i) above, (ii) in the case of the Tranche B
Loans, to a rate equal to the TIIE Rate in effect at such time, plus the rate per annum required to
be paid on such Loan pursuant to clause (a)(ii) above and (iii) in the case of the Tranche C-1
Loans and Tranche C-2 Loans, to a rate equal to the TIIE Rate in effect at such time, plus the rate
per annum required to be paid on such Loan pursuant to clause (a)(iii) above.




     SECTION 2.07. Interest Rate Determination. With respect to the Tranche A-1 Loans, the
Tranche A-2 Loans and the Tranche A-3 Loans, if the Required Lenders determine that the LIBO Rate
for any Interest Period for any such loan will not adequately reflect the cost to such Required
Lenders of making, funding or maintaining their respective Tranche A-1 Loans, Tranche A-2 Loans
and/or Tranche A-3 Loans as the case may be, for such Interest Period, such Required Lenders shall
forthwith so notify the Administrative Agent. During the 15 days next succeeding the giving of
such notice, the Borrower and the Administrative Agent shall negotiate in good faith in order to
arrive at a mutually satisfactory interest rate which shall be applicable during such Interest
Period to such Loan. If within such 15-day period, the Borrower and the Administrative Agent agree
in writing upon an alternative interest rate, such rate shall be effective from the commencement of
such
Interest Period. If the Borrower and the Administrative Agent fail to agree upon such an
alternative interest rate within such 15-day period, the interest rate during such Interest Period
applicable to such loan effective from the commencement of such Interest Period shall be such rate
as the Administrative Agent shall determine (in a certificate delivered by the Administrative Agent
to the Borrower setting forth the basis of the computation of such amount, which certificate shall
be conclusive and binding for all purposes, absent manifest error) to be necessary to compensate
the Lender for its cost of obtaining (in good faith and using commercially reasonable efforts to
minimize the interest cost to the Borrower) as of the commencement of such Interest Period funds
for such Interest Period in an amount equal to the principal amount of such Tranche A-1 Loan, such
Tranche A-2 Loan and/or such Tranche A-3 Loan as the case may be, plus the Applicable
Margin. The Administrative Agent shall notify the Borrower of each such determination as promptly
as practicable.




26









 








     SECTION 2.08. Prepayments. (a) Optional. The Borrower may, upon at least
five Business Days’ notice to the Administrative Agent stating the proposed date and aggregate
principal amount of the prepayment, and if such notice is given, the Borrower shall, prepay the
outstanding principal amount of the Tranche A-1 Loans, the Tranche A-2 Loans, the Tranche A-3
Loans, the Tranche B Loans, the Tranche C-1 Loans or the Tranche C-2 Loans, as the case may be, in
whole or in part, together with accrued interest to the date of such prepayment on the principal
amount prepaid; provided, however, that (x) each partial prepayment of the Tranche
A-1 Loans, the Tranche A-2 Loans or the Tranche A-3 Loans shall be in an aggregate principal amount
of U.S. $20,000,000, or an integral multiple of U.S. $5,000,000 in excess thereof, or in the case
of the Tranche B Loans, the Tranche C-1 Loans or the Tranche C-2 Loans, an aggregate principal
amount of Ps$200,000,000 or an integral multiple of Ps$50,000,000 in excess thereof and (y) the
Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section
8.04(c). Prepayments of Tranche A-1 Loans, Tranche A-2 Loans and Tranche A-3 Loans shall be made
ratably with respect to the Tranche A-1 Loans, Tranche A-2 Loans and Tranche A-3 Loans. Each
principal portion of any prepayment of a Tranche B Loan, Tranche C-1 Loan or a Tranche C-2 Loan
shall be applied to the principal installments due hereunder in inverse order of maturity;
provided further that in the case of the prepayment of any Tranche B Loan, the
Borrower shall pay on the date of such prepayment all break funding costs previously evidenced to
the Borrower in reasonable detail by the relevant Tranche B Bank; provided that, the basis for the
calculation of any amounts that any Tranche B Bank is entitled to receive pursuant to this proviso
shall be the present value, calculated as of the scheduled prepayment date, of the future payments
on such Tranche B Loan through maturity of such Loan, at a discount rate (the “Discount
Rate”) equal to the rate determined by the Administrative Agent in consultation with the
Tranche B Banks pursuant to the derivatives transactions evaluation model in the market, which
takes into account financial market practice and the standard rules applied by Banco de México, as
such methodology is described on Schedule 2.08(a); provided, however:





     (i) in the event that the Borrower does not agree with the amount that such Tranche B
Bank is entitled to receive as determined pursuant to the methodology referred to above, the
Borrower shall within two Business Days of notice of such amount, send a notice to such
Tranche B Bank indicating the specific reasons for its disagreement. Such Tranche B Bank
shall then select a Substitute Evaluation Agent to calculate the amount
that such Tranche B Bank is entitled to receive using the same methodology previously
described to the Borrower by such Tranche B Bank. A certificate of the amount of payment
determined by the Substitute Evaluation Agent shall be conclusive and binding for all
purposes, absent manifest error; and




     (ii) if the Borrower objects to the payment amount determined by such Tranche B Bank
and by the Substitute Evaluation Agent or fails to pay such amount on the prepayment date,
the Borrower shall not have the right to prepay such Tranche B Loan.



            (b) Mandatory. The Borrower shall, upon the occurrence of the Borrower ceasing to be
Controlled by the Parent, prepay the aggregate principal amount of the Loans outstanding at such
time.




27









 








             (c) Tranche A-1 and Tranche C-1 Prepayments on the Amendment Effective Date. On the
Amendment Effective Date, the Tranche A-1 Loans and the Tranche C-1 Loans shall be prepaid in an
amount equal to the Tranche A-1 Prepayment Amount and the Tranche C-1 Prepayment Amount
respectively.




          SECTION 2.09. Increased Costs. (a) If, due to either (i) the introduction of or any
change in or in the interpretation of any law or regulation or (ii) the compliance with any
guideline or request from any central bank or other governmental authority (whether or not having
the force of law) after the date of this Agreement, there shall be any increase in the cost to any
of the Lenders of agreeing to make or making, funding or maintaining its Tranche A-1 Loans, Tranche
A-2 Loans, Tranche A-3 Loans, Tranche B Loans, Tranche C-1 Loans or Tranche C-2 Loans, as the case
may be, (excluding for purposes of this Section 2.09 any such increased costs resulting from (x)
Taxes or Other Taxes (as to which Section 2.12 shall govern), and (y) changes in the basis of
taxation of overall net income or overall gross income by the United States or by the foreign
jurisdiction or state under the laws of which such Lender is organized or has its Applicable
Lending Office or any political subdivision thereof), then the Borrower shall from time to time,
upon demand by any of the Lenders, pay to such Lender additional amounts sufficient to compensate
such Lender for such increased cost; provided, however, that before making any such
demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal
and regulatory restrictions) to designate a different Applicable Lending Office if the making of
such a designation would avoid the need for, or reduce the amount of, such increased cost and would
not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A
certificate as to the amount of such increased cost, submitted in good faith to the Borrower by
such Lender, shall be conclusive and binding for all purposes, absent manifest error.




             (b) If any of the Lenders determines in good faith that compliance with any law or regulation
or any guideline or request from any central bank or other governmental authority enacted after the
date of this Agreement (whether or not having the force of law) affects or would affect the amount
of capital required or expected to be maintained by such Lender or any corporation controlling such
Lender and that the amount of such capital is increased by or based
upon the existence of such Lender’s commitment to lend hereunder and other commitments of this
type, then, upon demand by such Lender, the Borrower shall pay to such Lender, from time to time as
specified by such Lender, additional amounts sufficient to compensate such Lender or such
corporation in the light of such circumstances, to the extent that such Lender reasonably
determines such increase in capital to be allocable to the existence of such Lender’s commitment to
lend hereunder. A certificate as to such amounts submitted to the Borrower by such Lender in good
faith, shall be conclusive and binding for all purposes, absent manifest error.




          SECTION 2.10. Illegality. Notwithstanding any other provision of this Agreement, if
any of the Lenders determines in good faith that the introduction of or any change in or in the
interpretation of any law or regulation makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful, for any of the Lenders or its Applicable
Lending Office to perform its obligations hereunder to make Tranche A-1 Loans, Tranche A-2 Loans,
Tranche A-3 Loans, Tranche B Loans, Tranche C-1 Loans or Tranche C-2 Loans, as the case may be, or
to fund or maintain any Loans to be made by it hereunder, such Lender shall forthwith give notice
thereof to the Borrower and the Administrative Agent, whereupon (a) until




28









 







such Lender notifies the
Borrower and the Administrative Agent that the circumstances giving rise to such suspension no
longer exist, the obligation of such Lender to make Tranche A-1 Loans, Tranche A-2 Loans, Tranche
A-3 Loans, Tranche B Loans, Tranche C-1 Loans or Tranche C-2 Loans, as the case may be, shall be
suspended and (b) if such Lender shall so request in such notice, the Borrower shall within 15
(fifteen) days of such notice, unless such law, regulation, central bank or governmental authority
requires that prepayment shall occur immediately, prepay in full the then outstanding principal
amount of such Tranche A-1 Loan, Tranche A-2 Loan, Tranche A-3 Loan,Tranche B Loan, Tranche C-1
Loan or Tranche C-2 Loan, as the case may be, together with accrued interest thereon. If it is
lawful for such Lender to maintain any such Loan through the last day of the Interest Period then
applicable to such Loan, such prepayment shall be due on such last day.




          SECTION 2.11. Payments and Computations. (a) The Borrower shall make each payment
hereunder and under the Notes, irrespective of any right of counterclaim or set-off, not later than
11:00 A.M. (New York City time) in the case of Tranche A-1 Loans, Tranche A-2 Loans or Tranche A-3
Loans, and 11:00 A.M. (Mexico City time) in the case of either the Tranche B Loans, the Tranche C-1
Loans or the Tranche C-2 Loans, on the day when due (i) in the case of the Tranche A-1 Loans, the
Tranche A-2 Loans or Tranche A-3 Loans, in U.S. Dollars and in the case of either the Tranche B
Loans, the Tranche C-1 Loans or the Tranche C-2 Loans, in Pesos, in all cases to the Administrative
Agent, for the account of each of the Lenders, at the Administrative Agent’s Account in same day
funds, with payments being received by the Administrative Agent after such time being deemed to
have been received on the next succeeding Business Day. The Administrative Agent will promptly
thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of
principal, interest, commitment fees or any other Obligation then payable hereunder and under the
Notes to more than one Lender, to such Lenders for the account of their respective Applicable
Lending Offices ratably in accordance with the amounts of such respective Obligations then payable
to such Lenders and (ii) if such
payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender,
to such Lender for the account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance
and recording of the information contained therein in the Register pursuant to Section 8.07(d),
from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall
make all payments hereunder and under the Notes in respect of the interest assigned thereby to such
Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all
appropriate adjustments in such payments for periods prior to such effective date directly between
themselves.




              (b) The Borrower hereby authorizes each Lender and each of its Affiliates, if and to the
extent payment owed to such Lender is not made when due hereunder or, in the case of a Lender,
under the Tranche A-1 Note, Tranche A-2 Note, Tranche A-3 Note, Tranche B Note, Tranche C-1 Note or
Tranche C-2 Note, as the case may be, held by such Lender, to charge from time to time, to the
fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender or
such Affiliate any amount so due.



              (c) All computations of interest based on the LIBO Rate, the TIIE Rate, the Fixed Rate and of
facility fees shall be made by the Administrative Agent on the basis of a year of 360 days, in each
case for the actual number of days (including the first day but excluding the last



29









 




day) occurring
in the period for which such interest or facility fees are payable. The Administrative Agent shall
determine each interest rate applicable to the Loans hereunder. Each determination by the
Administrative Agent of an interest rate hereunder shall be conclusive and binding for all
purposes, absent manifest error. All prepayments of principal shall be made together with accrued
interest to the date of such prepayment on the principal amount prepaid.




          (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other
than a Business Day, such payment shall be made on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of payment of interest or
facility fee, as the case may be; provided, however, that, if such extension would
cause payment of interest on or principal of any Loan to be made in the next following calendar
month, such payment shall be made on the next preceding Business Day.




          (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to any Lender hereunder that the Borrower will not make such
payment in full, the Administrative Agent may assume that the Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon
such assumption, cause to be distributed to each such Lender on such due date an amount equal to
the amount then due such Lender. If and to the extent the Borrower shall not have so made such
payment in full to the Administrative Agent, each such Lender shall repay to the Administrative
Agent forthwith on demand such amount distributed to such Lender together with interest thereon,
for each day from the date such amount is distributed to such Lender until the date such Lender
repays such amount to the Administrative Agent, at the Federal Funds Rate in the case of Tranche
A-1 Loans, Tranche A-2 Loans and Tranche A-3 Loans, and the TIIE Rate in the case of Tranche B
Loans, Tranche C-1 Loans and Tranche C-2 Loans.




          (f) At the request of the Borrower, each Lender which is a Mexican Financial Institution shall
deliver to the Borrower an invoice for any interest payments, including Default Interest made
hereunder, which invoice shall be issued in accordance with all applicable tax and legal
requirements.




     SECTION 2.12. Taxes. (a) Any and all payments by the Borrower under the Loan
Documents or any other documents to be delivered thereunder shall be made, in accordance with this
Section 2.12 or the applicable provisions of such other documents, free and clear of and without
deduction for any and all present or future taxes (including, without limitation, value-added taxes
and withholding taxes), levies, imposts, deductions, charges or withholdings, and all liabilities
with respect thereto, excluding, in the case of the Administrative Agent or any of the
Lenders, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net
income taxes, by the jurisdiction under the laws of which the Administrative Agent or any of the
Lenders is organized or any political subdivision thereof and taxes imposed on its overall net
income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction of the
Administrative Agent or any of the Lenders’ Applicable Lending Office or any political subdivision
thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities in respect of payments under the Loan Documents being hereinafter referred to as
“Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect
of any sum payable under any of the Loan Documents, or any other documents to be



30









 




delivered
thereunder to the Administrative Agent or any of the Lenders, (i) the sum payable shall be
increased as may be necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.12) the Administrative Agent or any
Lender receives an amount equal to the sum it would have received had no such deductions been made
(provided, however, that no such additional amounts shall be payable in respect of
any taxes imposed by reason of the Administrative Agent or any Lender’s failure to comply with
Section 2.12(d), in excess of the additional amounts that would have been payable had the
Administrative Agent or any Lender complied with such Section), (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.




          (b) In addition, the Borrower shall pay any present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies that arise from any payment made
hereunder or under the Notes or any other documents to be delivered hereunder or from the
execution, delivery or registration of, performing under, or otherwise with respect to, this
Agreement or the Notes or any other documents to be delivered hereunder (hereinafter referred to as
“Other Taxes”).




          (c) The Borrower shall indemnify the Administrative Agent or any of the Lenders for and hold
them harmless against the full amount of Taxes or Other Taxes (including, without limitation, taxes
of any kind imposed or asserted by any jurisdiction on amounts payable under this Section 2.12)
imposed on or paid by the Administrative Agent or any of the Lenders and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification
shall be made within 30 days from the date the Administrative Agent or any Lender (as the case may
be) makes written demand therefor.




          (d) Each Lender that is not a Mexican Financial Institution or an Export Credit Agency hereby
represents to the Borrower as of the date hereof that it is a foreign financial institution
registered with the Registry of Foreign Banks, Financial Entities, Pension and Retirement Funds and
Investment Funds (Registro de bancos, entidades de financiamiento, fondos de pensiones y
jubilaciones y fondos de inversión del extranjero) maintained by the Ministry of Finance for
purposes of Article 195- I, subsection a), item 2 of the Mexican Income Tax Law (Ley del Impuesto
Sobre la Renta)(or any successor provisions) and that it is a resident (or its principal office is
a resident) in a country that has entered into a treaty for the avoidance of double taxation with
Mexico. The Borrower shall not be obligated to pay the Administrative Agent or any Lender (that is
not a Mexican Financial Institution) any amounts described in Section 2.12(a) in respect of Taxes
that would not have been imposed but for the failure of the Administrative Agent or such Lender
(that is not a Mexican Financial Institution) (i) prior to the last day of the first Interest
Period (a) to be registered (or, with respect to any bank or other financial institution which
becomes a Lender pursuant to Section 8.07, on the date such bank or other financial institution
becomes a Lender) with the Ministry of Finance as a foreign financial institution for purposes of
Article 195-I subsection a), item 2 of the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta)
or any successor provisions and the regulations thereunder and (b) to be a resident (or to have the
principal offices of such Lender be a resident, if such Lender lends through a branch or agency)
for tax purposes of a jurisdiction with which Mexico has in effect a treaty for the avoidance of
double taxation, (ii) to use its reasonable efforts (consistent with legal and regulatory
restrictions) to maintain its registration with the Ministry of





31









 







Finance as a foreign financial
institution for purposes of Article 195-I subsection a), item 2 of the Mexican Income Tax Law (Ley
del Impuesto Sobre la Renta) or any successor provisions and the regulations thereunder, if the
making of such filing would not, in the reasonable judgment of such Lender, be materially
disadvantageous to such Lender or (iii) following a reasonable request of the Borrower upon 60
days’ written notice (unless a lesser period is reasonable under the circumstances), to complete
and file with the appropriate Governmental Authority, such forms, certificates or documents
(collectively, “Forms”) prescribed by law, rule or regulation enacted or issued by Mexico,
or by a double taxation treaty to which Mexico is a party and which is in effect, that are
necessary to avoid or reduce such Taxes pursuant to provisions of any law, rule or regulation
enacted or issued by Mexico, or a double taxation treaty to which Mexico is a party and which is in
effect (provided that (i) such Lender shall be under no obligation to provide any information to
the Borrower which such Lender deems, in such Lender’s judgment, to be confidential, (ii) such
Lender or the Administrative Agent is legally entitled to complete, execute and deliver such Forms,
(iii) the completion, execution and delivery of such Forms will not result, in the good faith,
reasonable determination of such Lender or the Administrative Agent, made in writing to the
Borrower, in the imposition on such Lender or the Administrative Agent of (1) any additional
material legal or regulatory burden or (2) any additional material out-of-pocket costs or (3) any
other material adverse consequences). Promptly upon written request by the Borrower, each Lender
(that is not a Mexican Financial Institution or an Export Credit Agency) shall provide to the
Borrower, to the extent it is so registered, evidence of its tax registration with the Ministry of
Finance, in effect at the time of such request, in connection with Article 195-I subsection a),
item 2 of the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) and the regulations
thereunder. For purposes of Section 2.12(d) (i) (b), the parties hereto hereby agree that if the
Mexican Ministry of Finance or any other competent Mexican Governmental Authority determines, by
means of a written resolution to such effect, or if the
Borrower has reasonable grounds to believe, based on an opinion of counsel of recognized
standing delivered to the Administrative Agent, that the Mexican withholding tax regime applicable
to the branches or agencies of a Lender (that is not a Mexican Financial Institution or an Export
Credit Agency) is different from the tax regime that would be applicable to the principal office of
a Lender (that is not a Mexican Financial Institution or an Export Credit Agency), then the
Borrower shall be entitled to request the relevant Lender, and the relevant Lender shall use its
reasonable efforts to change its Applicable Lending Office to a jurisdiction with which Mexico
shall have entered into a treaty for the avoidance of double taxation, and if the Lender (that is
not a Mexican Financial Institution or an Export Credit Agency) shall fail to do so within a sixty
(60) day period, the Borrower would be entitled to (x) prepay the Loans of such Lender in
accordance with the prepayment terms contemplated herein (without the relevant Lender being
obligated to observe the sharing provisions referred to in Section 2.09) or (y) cause a Lender or
third party to purchase the relevant Loan, at par plus accrued and unpaid interest to such date
plus any applicable funding breakage costs set forth in Section 2.02.




          (e) Within 30 days after the date of any payment of Taxes, the Borrower shall furnish to the
Administrative Agent for its own account or for the account of such Lender, as the case may be, at
its address referred to in Section 8.02, the original or a certified copy of a receipt evidencing
such payment. In the case of any payment hereunder or under the Notes or any other documents to be
delivered hereunder by or on behalf of the Borrower, if the Borrower determines that no Taxes or
Other Taxes are payable in respect thereof, the Borrower shall, at the request of the
Administrative Agent or any of the Lenders, furnish, or cause the payor to furnish,




32









 







to the
Administrative Agent or such Lender, as the case may be, an opinion of counsel acceptable to the
Administrative Agent or such Lender stating that such payment is exempt from Taxes or Other Taxes.




          (f) The obligations of the Borrower contained in this Section 2.12 shall survive the
termination of this Agreement and the payment of the Notes and all other amounts payable under the
Loan Documents.




          (g) In the event that an additional payment is made under this Section 2.12 (a), (b) or (c)
for the account of any Lender and such Lender, in its sole discretion, determines that it has
finally and irrevocably received or been granted a credit against or release or remission for, or
repayment of, any tax paid or payable by it in respect of or calculated with reference to the
deduction or withholding giving rise to such payment, such Lender shall, to the extent that it
determines that it can do so without prejudice to the retention of the amount of such credit,
relief, remission or repayment, pay to the Borrower such amount as such Lender shall, in its sole
discretion, have determined to be attributable to such deduction or withholding and which will
leave such Lender (after such payment) in no worse position than it would have been in if the
Borrower had not been required to make such deduction or withholding, provided that the
Borrower, upon the request of such Lender agrees to repay the amount paid over to it (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) to the such
Lender in the event such Lender is required to repay such refund to such Governmental Authority.
Nothing herein contained shall interfere with the right of a Lender to claim any tax credit or to
disclose any information relating to its tax affairs or any computations in respect thereof or
require any Lender to do anything that would prejudice its ability to benefit from any other
credits, reliefs, remissions or repayments to which it may be entitled.




          (h) Each Lender, other than a Mexican Financial Institution or an Export Credit Agency, from
time to time, but at least 10 Business Days before the next succeeding date upon which a payment is
due hereunder, will notify the Borrower if such Lender fails to maintain residency requirements as
provided in Section 2.12(d) hereof.




     SECTION 2.13. Use of Proceeds. The proceeds of the Loans shall be available (and the
Borrower agrees that it shall use such proceeds) for the Borrower’s general corporate purposes,
including spectrum acquisition and capital expenditures.




     SECTION 2.14. Notes. (a) The Borrower will execute and deliver to the Administrative
Agent for the account of each Tranche A-1 Bank (i) one or more duly executed promissory note(s)
(pagaré) of the Borrower guaranteed (por aval) by the Subsidiary Guarantors, dated the relevant
Funding Date evidencing such Tranche A-1 Loan made on such Funding Date by such Tranche A-1 Bank,
substantially in the form of Exhibit A-1 (each, a “Tranche A-1 Note” and, collectively, the
“Tranche A-1 Notes”), payable to the order of such Tranche A-1 Bank and in a principal
amount equal to such Tranche A-1 Loan made on such Funding Date.




          (b) The Borrower will execute and deliver to the Administrative Agent for the account of each
Tranche A-2 Bank (i) one or more duly executed promissory note(s) (pagaré) of





33









 







the Borrower
guaranteed (por aval) by the Subsidiary Guarantors, dated the relevant Funding Date evidencing such
Tranche A-2 Loan made on such Funding Date by such Tranche A-2 Bank, substantially in the form of
Exhibit A-2 (each, a “Tranche A-2 Note” and, collectively, the “Tranche A-2
Notes”), payable to the order of such Tranche A-2 Bank and in a principal amount equal to such
Tranche A-2 Loan made on such Funding Date.




          (c) The Borrower will execute and deliver to the Administrative Agent for the account of each
Tranche A-3 Bank (i) one or more duly executed promissory note(s) (pagaré) of the Borrower
guaranteed (por aval) by the Subsidiary Guarantors, dated the relevant Funding Date evidencing such
Tranche A-3 Loan made on such Funding Date by such Tranche A-3 Bank, substantially in the form of
Exhibit A-3 (each, a “Tranche A-3 Note” and, collectively, the “Tranche A-3
Notes”), payable to the order of such Tranche A-3 Bank and in a principal amount equal to such
Tranche A-3 Loan made on such Funding Date.




          (d) The Borrower will execute and deliver to the Administrative Agent for the account of each
Tranche B Bank one or more duly executed promissory note(s) (pagaré) of the Borrower guaranteed
(por aval) by the Subsidiary Guarantors, dated the relevant Funding Date evidencing such Tranche B
Loan made on such Funding Date by such Tranche B Bank, substantially in the form of Exhibit B
(each, a “Tranche B Note” and, collectively, the “Tranche B Notes”), payable to the
order of such Tranche B Bank and in a principal amount equal to such Tranche B Loan made on such
Funding Date.




          (e) The Borrower will execute and deliver to the Administrative Agent for the account of each
Tranche C-1 Bank one or more duly executed promissory note(s) (pagaré) of the
Borrower guaranteed (por aval) by the Subsidiary Guarantors, dated the relevant Funding Date
evidencing such Tranche C-1 Loan made on such Funding Date by such Tranche C-1 Bank, substantially
in the form of Exhibit C-1 (each, a “Tranche C-1 Note” and, collectively, the “Tranche
C-1 Notes”), payable to the order of such Tranche C Bank and in a principal amount equal to
such Tranche C Loan made on such Funding Date.




          (f) The Borrower will execute and deliver to the Administrative Agent for the account of each
Tranche C-2 Bank one or more duly executed promissory note(s) (pagaré) of the Borrower guaranteed
(por aval) by the Subsidiary Guarantors, dated the relevant Funding Date evidencing such Tranche
C-2 Loan made on such Funding Date by such Tranche C-2 Bank, substantially in the form of Exhibit
C-2 (each, a “Tranche C-2 Note” and, collectively, the “Tranche C-2 Notes” and,
together with the Tranche A-1 Notes, the Tranche A-2 Notes, the Tranche A-3 Notes, the Tranche B
Notes and the Tranche C-1 the “Notes”), payable to the order of such Tranche C-2 Bank and
in a principal amount equal to such Tranche C-2 Loan made on such Funding Date.




          (g) Promptly upon (i) substitution of the LIBO Rate in accordance with the provisions of
Section 2.07 hereof and/or (ii) the election of the Borrower to change the duration of an Interest
Period for a Tranche A-1 Loan in accordance with the terms set forth in this Agreement, the
Borrower and each Subsidiary Guarantor (por aval) shall execute and deliver to the Administrative
Agent for the account of each Tranche A-1 Bank, at the Administrative Agent’s request, in exchange
for the Notes evidencing the relevant Loans of such Tranche A-1 Bank theretofore delivered to such
Tranche A-1 Bank, a new Tranche A-1 Note in substantially




34









 







the form of Exhibit A-1 payable to such
Tranche A-1 Bank, dated the date of such Tranche A-1 Note being exchanged, in a principal amount
equal to the principal amount then outstanding of such Tranche A-1 Note and otherwise duly
completed.




          (h) Promptly upon (i) substitution of the LIBO Rate in accordance with the provisions of
Section 2.07 hereof and/or (ii) the election of the Borrower to change the duration of an Interest
Period for a Tranche A-2 Loan in accordance with the terms set forth in this Agreement, the
Borrower and each Subsidiary Guarantor (por aval) shall execute and deliver to the Administrative
Agent for the account of each Tranche A-2 Bank, at the Administrative Agent’s request, in exchange
for the Notes evidencing the relevant Loans of such Tranche A-2 Bank theretofore delivered to such
Tranche A-2 Bank, a new Tranche A-2 Note in substantially the form of Exhibit A-2 payable to such
Tranche A-2 Bank, dated the date of such Tranche A-2 Note being exchanged, in a principal amount
equal to the principal amount then outstanding of such Tranche A-2 Note and otherwise duly
completed.




          (i) Promptly upon (i) substitution of the LIBO Rate in accordance with the provisions of
Section 2.07 hereof and/or (ii) the election of the Borrower to change the duration of an Interest
Period for a Tranche A-3 Loan in accordance with the terms set forth in this Agreement, the
Borrower and each Subsidiary Guarantor (por aval) shall execute and deliver to the Administrative
Agent for the account of each Tranche A-3 Bank, at the Administrative Agent’s request, in exchange
for the Notes evidencing the relevant Loans of such Tranche A-3 Bank theretofore delivered to such
Tranche A-3 Bank, a new Tranche A-3 Note in substantially the form of Exhibit A-3 payable to such
Tranche A-3 Bank, dated the date of such Tranche A-3
Note being exchanged, in a principal amount equal to the principal amount then outstanding of
such Tranche A-3 Note and otherwise duly completed.




     SECTION 2.15. Sharing of Payments, Etc. If any Lender shall obtain at any time any
payment (whether voluntary, involuntary, through the exercise of any right of set-off, or
otherwise, other than (i) as a result of an assignment pursuant to Section 8.07 or (ii) payments
made pursuant to Section 2.08(c)) (a) on account of Obligations due and payable to such Lender
hereunder and under the Notes at such time in excess of its ratable share (according to the
proportion of (i) the amount of such Obligations due and payable to such Lender at such time to
(ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the
Notes at such time) of payments on account of the Obligations due and payable to all Lenders
hereunder and under the Notes at such time obtained by all of the Lenders at such time or (b) on
account of Obligations owing (but not due and payable) to such Lender hereunder and under the Notes
at such time in excess of its ratable share (according to the proportion of (i) the amount of such
Obligations owing to such Lender at such time to (ii) the aggregate amount of the Obligations owing
(but not due and payable) to all Lenders hereunder and under the Notes at such time) of payments on
account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the
Notes at such time obtained by all of the Lenders at such time, such Lender shall forthwith
purchase from the other Lenders such interests or participating interests in the Obligations due
and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing
Lender to share the excess payment ratably with each of them; provided, however,
that if all or any portion of such excess payment is thereafter recovered from such purchasing
Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay
to the purchasing Lender the purchase price to the extent of such





35









 







Lender’s ratable share (according
to the proportion of (i) the purchase price paid to such Lender to (ii) the aggregate purchase
price paid to all Lenders) of such recovery together with an amount equal to such Lender’s ratable
share (according to the proportion of (i) the amount of such other Lender’s required repayment to
(ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid
or payable by the purchasing Lender in respect of the total amount so recovered. For the purposes
of this Section 2.15, the respective ratable shares shall be determined by the Administrative Agent
by converting the Tranche B Loans, the Tranche C-1 Loans and the Tranche C-2 Loans into Dollars
based on the USD Equivalent thereof as of the Closing Date. The Borrower agrees that any Lender so
purchasing an interest or participating interest from another Lender pursuant to this Section 2.15
may, to the fullest extent permitted by law, exercise all its rights of payment (including the
right of set-off) with respect to such interest or participating interest, as the case may be, as
fully as if such Lender were the direct creditor of the Borrower in the amount of such interest or
participating interest, as the case may be.




     SECTION 2.16. Tranche A-3 Commitments (a) The Borrower may, at any time but in any
event not more than once in any calendar year, prior to the Maturity Date for the Tranche A Loans,
by notice to the Administrative Agent, request that the Lenders make a further commitment in the
aggregate amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each a
“Commitment Increase”, and the sum of all Commitment Increases at any given time being the
“Tranche A-3 Commitments”) to be effective as of a date that is at least 90 days prior
to the scheduled Maturity Date for the Tranche A Loans then in effect (the “Increase Date”) as
specified in the related notice to the Administrative Agent; provided however that on the
date of any request by the Borrower for a Commitment Increase and on the related Increase Date the
applicable conditions set forth in Article III shall be satisfied.




          (b) The Administrative Agent shall promptly notify the Lenders of a request by the Borrower
for a Commitment Increase, which notice shall include (i) the proposed amount of such requested
Commitment Increase, (ii) the proposed Increase Date and (iii) the date (which shall be earlier
than the Increase Date) by which Lenders wishing to participate in the Commitment Increase must
commit to an increase in the amount of their commitments (the “Commitment Date”). Each
Lender that is willing to participate in such requested Commitment Increase (each an
“Increasing Lender”) shall, in its sole discretion, give written notice to the
Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to
increase its commitment. If the Lenders notify the Administrative Agent that they are willing to
increase the amount of their respective commitments by an aggregate amount that exceeds the amount
of the requested Commitment Increase, the requested Commitment Increase shall be allocated among
the Lenders willing to participate therein in such amounts as are agreed between the Borrower and
the Administrative Agent.




          (c) Promptly following each Commitment Date, the Administrative Agent shall notify the
Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested
Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in
any requested Commitment Increase on any such Commitment Date is less than the requested Commitment
Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in
any portion of the requested Commitment Increase that has not been committed to by the Lenders as
of the applicable Commitment Date; provided,





36









 







however, that the Tranche A-3
Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral
multiple of $1,000,000 in excess thereof.




          (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a
requested Commitment Increase in accordance with Section 2.16(b) (each such Eligible Assignee, an
“Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date
and the Tranche A-3 Commitment of each Increasing Lender for such requested Commitment Increase
shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the
last sentence of Section 2.16(b)) as of such Increase Date; provided, however, that
the Administrative Agent shall have received on or before such Increase Date the following, each
dated such date:





     (i) an opinion of counsel for the Borrower, in substantially the form of Exhibit H
hereto;




     (ii) an assumption agreement from each Assuming Lender, if any, in form and substance
reasonably satisfactory to the Borrower and the Administrative Agent (each an
“Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative
Agent and the Borrower; and



     (iii) confirmation from each Increasing Lender of the increase in the amount of its
Tranche A-3 Commitment in a writing reasonably satisfactory to the Borrower and the
Administrative Agent.



          On each Increase Date, upon fulfillment of the conditions set forth in the immediately
preceding sentence of this Section 2.16(d), the Administrative Agent shall notify the Lenders
(including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New
York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such
Increase Date and shall record in the Register the relevant information with respect to each
Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming
Lender (together, the “Tranche A-3 Banks”) shall, before 2:00 P.M. (New York City time) on
the Increase Date, make available for the account of its Applicable Lending Office to the
Administrative Agent at the Administrative Agent’s Account, in same day funds, in the case of such
Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Borrowings then
outstanding (calculated based on its Tranche A-3 Commitment as a percentage of the aggregate
Tranche A-3 Commitments outstanding after giving effect to the relevant Commitment Increase) and,
in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing
Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Tranche A-3
Commitment as a percentage of the aggregate Tranche A-3 Commitments outstanding after giving effect
to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the
Borrowings then outstanding (calculated based on its Tranche A-1 Commitment as a percentage of the
aggregate Tranche A-1 Commitments). After the Administrative Agent’s receipt of such funds from
each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly
thereafter cause to be distributed like funds to the other Lenders for the account of their
respective Applicable Lending Offices in an amount to each other Lender such that the aggregate
amount of the outstanding Tranche A-3 Loans owing to each Lender after giving effect to such
distribution equals such Lender’s ratable






37









 







portion of the Borrowings then outstanding (calculated
based on its Tranche A-3 Commitment as a percentage of the aggregate Tranche A-3 Commitments).




ARTICLE III




CONDITIONS TO EFFECTIVENESS AND LENDING




          SECTION 3.01. Conditions Precedent to Effectiveness of this Amendment and Restatement
This Amendment and Restatement shall become effective, on and as of the first date (the
“Amendment Effective Date”) on which the following conditions precedent have been satisfied
or waived by the Administrative Agent and each of the Lenders; provided that such date
occurs on or before June 30, 2006::





     (a) There shall have occurred no circumstance, event or occurrence since December 31,
2005 that would be reasonably likely to have a Material Adverse Effect.




     (b) All governmental and third party consents and approvals necessary in connection
with the transactions contemplated hereby shall have been obtained (without the imposition
of any conditions that are not acceptable to any of the Lenders) and shall remain in
effect, and no law or regulation shall be applicable, in the reasonable judgment of any of
the Lenders, that restrains, prevents or imposes materially adverse conditions upon the
transactions contemplated hereby.




     (c) There shall exist no action, suit, investigation, litigation or proceeding
affecting any Loan Party or any of their Subsidiaries pending or threatened before any
court, governmental agency or arbitrator that (i) could be reasonably likely to have a
Material Adverse Effect other than the matters described on Schedule 3.01(c) hereto (the
“Disclosed Litigation”) or (ii) purports to affect the legality, validity or
enforceability of any Loan Documents or the consummation of the transactions contemplated
hereby or thereby, and there shall have been no adverse change in the status, or financial
effect on any Loan Party or any of their Subsidiaries, of the Disclosed Litigation from
that described on Schedule 3.01(c) hereto.




     (d) The Borrower shall have paid all accrued and documented fees and out-of-pocket
expenses of the Administrative Agent and the Bookrunners (including the fees and expenses
of counsel to the Administrative Agent and the Bookrunners) as of the Amendment Effective
Date, as contemplated in the commitment letter among the Borrower, the Administrative
Agent, the Bookrunners and the Parent, dated May 1, 2006.




     (e) On the Amendment Effective Date, the following statements shall be true and the
Administrative Agent shall have received a certificate signed by a duly authorized officer
of the Borrower, dated the Amendment Effective Date, stating that:




     (i) the representations and warranties contained in Section 4.01 and Section 6
of the Subsidiary Guaranty are true and correct as of such date, and all



38









 






related
Schedules have been delivered and such schedules are accurate and complete in all
respects as of such date; and




     (ii) no Default or Event of Default has occurred and is continuing as of the
Amendment Effective Date or would occur upon giving effect to amendments
contemplated hereby.




     (f) The Administrative Agent shall have received on or before the Amendment Effective
Date the following, each dated such day, in form and substance satisfactory to the
Administrative Agent and in sufficient copies for each Lender:




     (i) A subsidiary guaranty, in substantially the form of Exhibit F hereto, duly
executed by each Subsidiary Guarantor.




     (ii) Certified audited Consolidated Balance Sheet of the Borrower as of
December 31, 2005 and the related Consolidated Statements of Income and Cash Flows
of the Borrower for the fiscal year then ended, and the unaudited quarterly
Consolidated Balance Sheets of the Borrower as of March 31, 2006 and
the related Consolidated Statements of Income and Cash Flows of the Borrower
for the fiscal quarter then ended (collectively, the “Borrower Financial
Statements”).




     (iii) The Parent’s Annual Report for the year ended December 31, 2005 on Form
10-K, and Quarterly Reports on Form 10-Q for the period ended March 31, 2006, filed
with the United States Security and Exchange Commission (collectively, the
“Parent Financial Statements”).




     (iv) Copies of the (A) resolutions of the Board of Directors and/or
Shareholders of each Loan Party approving this Amendment and Restatement and the
Subsidiary Guaranty, (B) the current by-laws (estatutos sociales) of each Loan Party
as in effect on the date the resolutions specified in clause (A) were adopted, (C) a
power of attorney authorizing the relevant officers of each Loan Party to execute
this Agreement, the Subsidiary Guaranty and any other document pertaining to the
same and (D) all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to this Agreement and the Subsidiary
Guaranty and a certificate of the Secretary or an Assistant Secretary of each Loan
Party certifying the absence of any change or amendment to the by-laws (estatutos
sociales) of each Loan Party since the date the resolutions specified in clause (A)
were adopted.




     (v) A certificate of the Secretary or an Assistant Secretary of each Loan Party
certifying the names and true signatures of the officers of such Loan Party
authorized to sign the Loan Documents to which it is a party or is to be a party and
the other documents to be delivered hereunder.




     (vi) A letter from the Process Agent indicating its acceptance of the
appointment by each Loan Party pursuant to Section 8.11, and a Mexican law



39









 






notarized
power of attorney of such Loan Party appointing such Process Agent as the
attorney-in-fact.




     (vii) A favorable opinion of Williams Mullen, New York counsel for the Loan
Parties, satisfactory in form and substance to the Administrative Agent and each of
the Lenders.




     (viii) A favorable opinion of Gallástegui y Lozano, S.C., Mexican counsel for
the Loan Parties, satisfactory in form and substance to the Administrative Agent and
each of the Lenders.




     (ix) A favorable opinion of Shearman & Sterling LLP, New York counsel for the
Administrative Agent and each of the Lenders, satisfactory in form and substance to
the Administrative Agent and each of the Lenders.




     (x) A favorable opinion of Ritch Mueller, S.C., Mexican counsel for the
Administrative Agent and each of the Lenders, satisfactory in form and substance to
the Administrative Agent and each of the Lenders.




     (xi) A Note or Notes of the Borrower guaranteed (por aval) by the Subsidiary
Guarantors to the order of each Lender dated the relevant Funding Date and
reflecting such Loan or Loans made by such Lender which are outstanding as at the
Amendment Effective Date.




     (xii) A Master Assignment and Assumption Agreement, duly executed by the
Borrower, the Administrative Agent and all Assignors and Assignees (as defined
therein).



          SECTION 3.02. Conditions Precedent to Each Borrowing and Each Commitment Increase.
The obligation of the Lenders to make Loans on the occasion of each Borrowing and to issue a
Commitment Increase shall be subject to the conditions precedent that on the date of such Borrowing
(each, a “Funding Date”) or on the applicable Increase Date (a) the following statements
shall be true (and each of the giving of a Notice of Borrowing, the request for a Commitment
Increase and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a
representation and warranty by the Borrower that, on the date of such Notice of Borrowing and on
the date of such Borrowing and applicable Increase Date, such statements are true):





     (i) the representations and warranties made by the Borrower hereunder as set forth in
Section 4.02 and by each Loan Party in or pursuant to each Loan Document to which it is or
is to be a party and each of the representations and warranties contained in any certificate
furnished at any time by or on behalf of any Loan Party pursuant to any Loan Document are
true and correct on and as of such date, before and after giving effect to such Borrowing
and to the application of the proceeds therefrom, as though made on and as of such date
(except for those representations and warranties that are expressly made only as of an
earlier date), and




40









 








   (ii) no event has occurred and is continuing, or would result from such Borrowing
or from the application of the proceeds therefrom or applicable Commitment Increase, that
constitutes a Default.



          (b) The Administrative Agent shall have received a Notice of Borrowing as required by Section
2.02.



          (c) The Administrative Agent shall have received a Note or Notes of the Borrower guaranteed
(por aval) by the Subsidiary Guarantors to the order of each Lender reflecting the Loan or Loans
made by such Lender with respect to such Funding Date and the Commitment Increase of each
Increasing Lender and Assuming Lender.



          (d) The Administrative Agent shall have received such other approvals, opinions or documents
as the Administrative Agent or any of the Lenders may reasonably request.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES




     SECTION 4.01. Representations and Warranties of the Borrower. The Borrower
represents and warrants as follows:




     (a) Each Loan Party is a limited liability corporation with variable capital
(sociedad anónima de capital variable) duly existing and legally incorporated under the
laws of Mexico and has all requisite corporate power and authority (including, without
limitation, all governmental licenses, permits and other approvals) to own, lease and
operate its properties and to carry on its business as now conducted and as proposed to be
conducted.




     (b) The execution, delivery and performance by each Loan Party of each Loan Document
to which it is or will be a party and the consummation of the transactions contemplated
thereby, (i) are within each Loan Party’s corporate powers, have been duly authorized by
all necessary corporate action and do not contravene (A) the by-laws (estatutos sociales)
of such Loan Party or (B) any law, regulation or any material contractual obligation
binding on or affecting such Loan Party (including, without limitation, any contractual
obligation involving payment obligations in excess of U.S. $10,000,000 or the Peso
Equivalent thereof) with respect to such Loan Party and (ii) do not result in the
imposition of any Lien on any asset of such Loan Party.




     (c) No authorization or approval or other action by, or notice to or filing with, any
governmental authority or regulatory body or any other third party is required for the due
execution, delivery and performance by any Loan Party of any Loan Document (other than
filings that such Loan Party is required to make, for tax purposes, with the Ministry of
Finance, all of which have been duly made or obtained).




     (d) This Agreement and the Subsidiary Guaranty have been, and
each of the Notes when delivered hereunder will have been, duly executed and
delivered by each Loan Party which is party thereto. This Agreement and the
Subsidiary Guaranty are,



41









 






and each of the Notes when delivered hereunder will be, the legal, valid and
binding obligation of each Loan Party enforceable against such Loan Party which is
party thereto in accordance with its terms.




     (e) The Consolidated balance sheet of the Borrower and its Subsidiaries as at
December 31, 2005, and the related Consolidated statements of income and cash flows of the
Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of
PricewaterhouseCoopers, independent public accountants, and the Consolidated balance sheet
of the Borrower and its Subsidiaries as at March 31, 2006, and the related Consolidated
statements of income and cash flows of the Borrower and its Subsidiaries for the three
months then ended, duly certified by the chief financial officer of the Borrower, copies
of which have been furnished to the Lender, are complete and correct and fairly present,
subject, in the case of said balance sheet as at March 31, 2006, and said statements of
income and cash flows for the three months then ended, to year-end audit adjustments, the
Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and
the Consolidated results of operations of the Borrower and its Subsidiaries for the
periods ended on such dates, all in accordance with Mexican GAAP. Since December 31,
2005, there has been no Material Adverse Change.




     (f) There is no pending or to the best knowledge of the Borrower or its Material
Subsidiaries, threatened action, suit, investigation, litigation or proceeding (including,
without limitation, any Environmental Action) affecting any Loan Party or any of its
Subsidiaries before any court, governmental agency or arbitrator that (i) if adversely
determined, would be likely to have a Material Adverse Effect, except as disclosed in
Schedule 3.01(c) or (ii) purports to affect the legality, validity or enforceability of
any Loan Documents, or the consummation of the transactions contemplated hereby.




     (g) The Borrower is not engaged in the business of extending credit for the purpose
of purchasing or carrying margin stock (within the meaning of Regulation U issued by the
Board of Governors of the U.S. Federal Reserve System), and no proceeds of the Loans will
be used to purchase or carry any margin stock or to extend credit to others for the
purpose of purchasing or carrying any margin stock.




     (h) Each Loan Party and each of their respective Subsidiaries has filed, has caused
to be filed or has been included in all tax returns (national, departmental, local,
municipal and foreign) required to be filed and has paid all taxes, assessments, fees,
related liabilities and other charges (including interest and penalties) due with respect
to the years covered by such returns, except where such taxes or liabilities are being
contested in good faith and by proper proceedings.




     (i) Each Loan Party and each of their respective Subsidiaries is in material
compliance with all applicable laws, ordinances, rules, regulations and requirements of
all governmental authorities (including, without limitation, all governmental licenses,
certificates, permits, franchises and other governmental authorizations and approvals
(including, without limitation, the Concession Titles) necessary to the ownership of its



42









 







properties or to the conduct of its business, Environmental Laws, and laws with
respect to social security and pension fund obligations, final judgments and court
orders.)




     (j) Set forth on Schedule 4.01(j) hereto is a complete and accurate list of all
Material Contracts of the Borrower and its Subsidiaries, entered into after October 27,
2004 showing as of the date hereof the parties, subject matter and term thereof. Each
such Material Contract has been duly authorized, executed and delivered by all parties
thereto, has not been amended or otherwise modified in any material respect, is in full
force and effect and is binding upon and enforceable against all parties thereto in
accordance with its terms, and there exists no default by the Borrower under or with
respect to any of its material contractual obligations in any Material Contract that could
reasonably be expected to have a Material Adverse Effect.




     (k) To the best of any Loan Party’s knowledge, no income, stamp or other taxes (other
than taxes on, or measured by, net income or net profits) or levies, imposts, deductions,
charges, compulsory loans or withholdings whatsoever are or will be, under applicable law
in Mexico, imposed, assessed, levied or collected by Mexico or any political subdivision
or taxing authority thereof or therein either (i) on or by virtue of the execution,
delivery, performance, enforcement or admissibility into evidence of any Loan Document or
(ii) on any payment to be made by any Loan Party pursuant to any Loan Document other than
withholding taxes payable by any Loan Party pursuant to any Loan Document on payments of
interest, commissions and fees, made by any Loan Party to a non resident of Mexico for tax
purposes.




     (l) Each Loan Party is subject to civil and commercial law with respect to its
obligations under each Loan Document to which it is party, and the execution, delivery and
performance by such Loan Party of each Loan Document to which it is party constitute
private and commercial acts (jure gestionis acts) rather than public or
governmental acts (jure imperii acts). None of the Loan Parties or any of
their Subsidiaries or any of their respective properties has any immunity from
jurisdiction of any court or from set-off or any legal process (whether through service or
notice, attachment prior to judgment, attachment in aid of execution, execution or
otherwise) under the laws of Mexico. Each Loan Party’s choice of governing law as New
York law and its consent to submission to the jurisdiction of New York federal and state
courts under the Loan Documents is legal, valid and binding under Mexican Law.




     (m) The obligations of the Borrower and each of its Subsidiaries under the Loan
Documents constitute direct, unconditional, unsubordinated and unsecured obligations of
the Borrower and its Subsidiaries and do rank and will rank pari passu in
priority of payment and in all other respects with all other present and future senior
unsecured Debt of the Borrower and such Subsidiaries.




     (n) Each Loan Document is in proper legal form under the law of Mexico for the
enforcement thereof against each Loan Party which is party thereto under the law of
Mexico; and to ensure the legality, validity, enforceability or admissibility in evidence
of each such Loan Document in Mexico it is not necessary that any such Loan Document or
any other document be registered, filed or recorded with any court or



43









 







other authority in Mexico or that any stamp or similar tax be paid on or in respect
of any Loan Document, except that in the event that any legal proceedings with respect to
any Loan Document are brought in the courts of Mexico, a Spanish translation of the
document required in such proceedings prepared by a Mexican court-approved translator
would have to be approved by the court after the defendant had been given an opportunity
to be heard with respect to the accuracy of such translation, and the proceedings would
thereafter be based upon the translated documents. Any judgment against any Loan Party of
a state or United States federal court in the State of New York, United States is capable
of being enforced in the courts of Mexico; except that if any legal proceedings for the
enforcement of such judgment are brought in the courts of Mexico, a Spanish translation of
such judgment prepared by a Mexican court-approved translator would have to be approved by
the court after the defendant has been given an opportunity to be heard with respect to
the accuracy of the translation, and the proceedings would thereafter be based on the
translated judgment. There is no requirement for the Administrative Agent, nor any
Lender, to be licensed or qualified with any governmental authority solely by reason of
the execution and performance of the Loan Documents.




     (o) The Borrower, a nonbank entity located outside the United States, understands
that it is the policy of the Board of Governors of the U.S. Federal Reserve System that
extensions of credit by international banking facilities (as defined in Section 204.8(a)
of Regulation D) may be used only to finance the non-U.S. operations of a customer (or its
foreign affiliates) located outside the United States as provided in Section
204.8(a)(3)(vi) of Regulation D. Therefore, the Borrower acknowledges that the proceeds
of the Loans by the international banking facility of any of the Lenders (as defined in
Section 204.8(a) of Regulation D) will be used solely to finance the Borrower’s operations
outside the United States or that of the Borrower’s foreign affiliates.




     (p) Neither the Borrower nor any of its Subsidiaries is an “investment company”, or
an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment
company”, as such terms are defined in the Investment Company Act of 1940, as amended.




     (q) No information, exhibit or report furnished by or on behalf of any Loan Party to
all of the Lenders in connection with the negotiation of any Loan Document or pursuant to
the terms of any Loan Document contained any untrue statement of a material fact or
omitted to state a material fact necessary to make the statements made therein not
misleading.




     (r) There are no strikes, slowdowns or work stoppages, and, to the best knowledge of
the Borrower, none is currently threatened, by the employees of the Borrower or any of its
Material Subsidiaries that could reasonably be expected to have a Material Adverse Effect.




     (s) Set forth on Schedule 4.01(s) hereto is a complete and accurate list of all
patents, trademarks, trade names, service marks and copyrights, and all applications



44









 







therefor and licenses thereof, of the Borrower or any of its Subsidiaries filed,
registered or granted after October 27, 2004, showing as of the date hereof the
jurisdiction in which registered, the registration number, the date of registration and
the expiration date.




     (t) Each Loan Party and each of the Borrower’s Material Subsidiaries, is, on the
Amendment Effective Date, and immediately after the transactions to occur on each Funding
Date are consummated will be, Solvent.




     (u) Set forth on Schedule 4.01(u) hereto is a complete and accurate list of all
material real property acquired by the Borrower and its Material Subsidiaries after
October 27, 2004, showing as of the date hereof the jurisdiction in which such property is
located. Each of the Borrower and its Material Subsidiaries has good, marketable and
insurable title to such real property, free and clear of all Liens, other than Liens
permitted by Section 5.02(a).




     (v) Set forth on Schedule 4.01(v) hereto is a complete and accurate list of all
Concession Titles acquired or obtained by the Borrower and its Material Subsidiaries after
October 27, 2004, showing as of the date hereof the jurisdiction in which such Concession
Titles are located.



ARTICLE V




COVENANTS OF THE BORROWER




     SECTION 5.01. Affirmative Covenants. So long as any Loan shall remain unpaid or any
of the Lenders shall have any Commitment hereunder, the Borrower will:




     (a) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to
comply, in all material respects, with all applicable laws, rules, regulations, final
judgments and court orders, such compliance to include compliance with Environmental Laws,
except where failure to comply would not reasonably be expected to have a Material Adverse
Effect.




     (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its
Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes,
assessments and governmental charges or levies imposed upon it or upon its property and
(ii) all lawful claims that, if unpaid, might by law become a Lien upon its property,
except where failure to pay would not be expected to result in a Material Adverse Effect;
provided, however, that neither the Borrower nor any of its Subsidiaries
shall be required to pay or discharge any such tax, assessment, charge or claim that is
being contested in good faith and by proper proceedings and as to which appropriate
reserves are being maintained in accordance with Mexican GAAP, unless and until any Lien
resulting therefrom attaches to its property and becomes enforceable against its other
creditors.




     (c) Maintenance of Insurance. Maintain, and cause each of its Subsidiaries
to maintain, insurance with responsible and reputable insurance companies or associations



45









 







in such amounts and covering such risks as is usually carried by companies engaged in
similar businesses and owning similar properties in the same general areas in which the
Borrower or such Subsidiary operates.




     (d) Preservation of Corporate Existence, Etc. Preserve and maintain, and
cause each of its Subsidiaries to preserve and maintain, its corporate existence, rights
(charter and statutory), permits, approvals, licenses, privileges and franchises deemed
material to its business (including, without limitation, the Concession Titles);
provided, however, that the Borrower and its Subsidiaries may consummate
any merger or consolidation permitted under Section 5.02(b), and provided
further that neither the Borrower nor any of its Subsidiaries shall be required to
preserve any right or franchise if the Board of Directors of the Borrower or such
Subsidiary shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Borrower or such Subsidiary, as the case may be, and that
the loss thereof is not disadvantageous in any material respect to the Borrower, such
Subsidiary or any of the Lenders.




     (e) Visitation Rights. Upon at least 10 Business Days’ prior notice and
reasonable request (which shall not be required upon the occurrence and continuance of any
Default or Event of Default), permit the Administrative Agent or any Lender or any agent
or representatives thereof, to examine and make copies of and abstracts from the records
and books of account of, and visit the properties of, the Borrower and any of its
Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of
its Subsidiaries with any of their officers or directors and with their independent
certified public accountants; provided, however, that all expenses
associated with such inspection shall be for the account of the inspecting Lenders, except
in the case of a Default or Event of Default, in which case, the reasonable out of pocket
expenses associated with such inspection will be for the account of the Borrower.




     (f) Keeping of Books. Keep, and cause each of its Subsidiaries to keep,
proper books of record and account, in which full and correct entries shall be made of all
financial transactions and the assets and business of the Borrower and each such
Subsidiary in accordance with Mexican GAAP consistently applied.




     (g) Maintenance of Properties, Etc. Maintain and preserve, and cause each of
its Subsidiaries to maintain and preserve, all of its properties that are deemed by the
Borrower as material or fundamental for the conduct of its business in good working order
and condition, ordinary wear and tear excepted, as well as authorizations, licenses,
franchises, except to the extent the discontinuance of the operation and maintenance of
any such properties, authorizations, licenses and franchises would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.




     (h) Transactions with Affiliates. Conduct, and cause each of its
Subsidiaries to conduct, all transactions otherwise permitted under this Agreement with
any of their
Affiliates on terms that are fair and reasonable and no less favorable to the
Borrower or such Subsidiary than it would obtain in a comparable arm’s-length transaction
with a



46









 







Person not an Affiliate. The limitation set forth in this paragraph 5.01(h) shall
not apply to transactions between the Borrower and any of its Wholly-Owned Subsidiaries or
between Wholly-Owned Subsidiaries.




     (i) Performance of Material Contracts. Perform and observe all the terms and
provisions of each Material Contract to be performed or observed by it, maintain each such
Material Contract in full force and effect, enforce each such Material Contract in
accordance with its terms, take all such action to such end as may be from time to time
requested by any of the Lenders and, upon request of the Administrative Agent, make to
each other party to each such Material Contract such demands and requests for information
and reports or for action as the Borrower or any of its Subsidiaries is entitled to make
under such Material Contract, and, in each case, cause each of its Subsidiaries to do so;
except, however, where failure to comply with or enforce such Material Contracts would not
be expected to result in a Material Adverse Effect.




     (j) Reporting Requirements. Furnish to the Administrative Agent:




     (i) as soon as available and in any event within 60 days after the end of each
of the first three quarters of each fiscal year of the Borrower, Consolidated and
consolidating balance sheets of the Borrower and its Subsidiaries as of the end of
such quarter and Consolidated and consolidating statements of income and cash flows
of the Borrower and its Subsidiaries for the period commencing at the end of the
previous fiscal year and ending with the end of such quarter, duly certified
(subject to year-end audit adjustments) by the chief financial officer of the
Borrower as having been prepared in accordance with Mexican GAAP and certificates of
the chief financial officer of the Borrower as to compliance with the terms of the
Loan Documents and setting forth in reasonable detail the calculations necessary to
demonstrate compliance with Section 5.03; provided that in the event of any
change in Mexican GAAP used in the preparation of such financial statements, the
Borrower shall also provide, if necessary for the determination of compliance with
Section 5.03, a statement of reconciliation conforming such financial statements to
Mexican GAAP;




     (ii) as soon as available and in any event within 120 days after the end of
each fiscal year of the Borrower, a copy of the annual audit report for such year
for the Borrower and its Subsidiaries, containing Consolidated and consolidating
balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal
year and Consolidated and consolidating statements of income and cash flows of the
Borrower and its Subsidiaries for such fiscal year, in each case accompanied by an
opinion acceptable to the Required Lenders by PricewaterhouseCoopers or other
independent public accountants reasonably acceptable to the Required Lenders;
provided that in the event of any change in Mexican GAAP used in the
preparation of such financial statements, the Borrower shall also provide, if
necessary for the determination of compliance with Section 5.03, a statement of
reconciliation conforming such financial statements to Mexican GAAP;



47









 






     (iii) as soon as available and in any event within 120 days after the end of
each fiscal year of NII Holdings Inc., a copy of the annual audit report for such
year for NII Holdings Inc., containing Consolidated and consolidating balance sheets
of NII Holdings Inc. as of the end of such fiscal year and Consolidated and
consolidating statements of income and cash flows of NII Holdings Inc. for such
fiscal year, in each case accompanied by an opinion acceptable to the Required
Lenders by PricewaterhouseCoopers or other independent public accountants reasonably
acceptable to the Required Lenders;




     (iv) as soon as possible and in any event within fifteen days after the
occurrence of each Default continuing on the date of such statement, a statement a
Responsible Officer setting forth details of such Default and the action that the
Borrower has taken and proposes to take with respect thereto;




     (v) promptly after the sending or filing thereof, copies of all reports that
the Borrower sends to any of its securityholders (only to the extent that the
Borrower is a publicly held company), and copies of all reports and registration
statements that the Borrower or any Subsidiary files with the Securities and
Exchange Commission or any national securities exchange, if any;




     (vi) promptly after the commencement thereof and knowledge by the Borrower of
such commencement, notice of all actions and proceedings before any court,
governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries
of the type described in Section 4.01(f); and




     (vii) such other information respecting the Borrower or any of its Subsidiaries
as any Lender through the Administrative Agent may from time to time reasonably
request.




       (k) Maintenance of Governmental Filings. Maintain in full force and effect
at all times all approvals (including Concession Titles) of and filings with any
governmental authority required under applicable laws or regulations (including, without
limitation, antitrust laws and environmental laws) for the execution, delivery and
performance of obligations under the Loan Documents by the Borrower and for the validity
or enforceability thereof and the conduct of its business, except where failure to
maintain any such approvals or filings could not reasonably be expected to have a Material
Adverse Effect.




       (l) Pari Passu. Take all actions to ensure that at all times the Obligations
of the Borrower and each of its Subsidiaries under the Loan Documents constitute
unconditional general obligations of the Borrower and its Subsidiaries ranking at least
pari passu in all respects with all present and future and other senior
unsecured, unsubordinated Debt of the Borrower and such Subsidiaries.




       (m) Covenant to Guaranty Obligations. Upon the occurrence of any Material
Subsidiary of the Borrower becoming a Mexican Subsidiary, the Borrower will cause each such
Mexican Subsidiary (i) within 30
days of becoming a Mexican Subsidiary, to



48









 







duly execute and deliver to the
Administrative Agent a guaranty supplement, in form attached as Exhibit F hereto,
guaranteeing the Borrower’s and other Subsidiary Guarantors’ obligations under the Loan
Documents and, together with a certified copy by a Mexican Notary Public of notarized
irrevocable powers of attorney granted by each such Mexican Subsidiary to the Process Agent
so that it may act as process agent on behalf of such Mexican Subsidiary in connection with
such Mexican Subsidiary’s obligations under the Subsidiary Guaranty and a letter from the
Process Agent in the form and substance satisfactory to the Administrative Agent agreeing to
act as agent to receive service of process on behalf of such Mexican Subsidiary, and (ii)
within 60 days after a Mexican Subsidiary becomes a Subsidiary Guarantor pursuant to clause
(i) above, deliver to the Administrative Agent, upon the request of the Administrative Agent
in its sole discretion, a signed copy of a favorable opinion, addressed to the
Administrative Agent and the Lenders, of counsel for the Loan Parties acceptable to the
Administrative Agent, as to such guaranty supplements being legal, valid and binding
obligations of each party thereto enforceable in accordance with their terms.



     SECTION 5.02. Negative Covenants. So long as any Loan shall remain unpaid or any of
the Lenders shall have any Commitment hereunder, the Borrower will not:




     (a) Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries
to create or suffer to exist, any Lien on or with respect to any of its properties,
whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to
assign, any right to receive income, other than:




     (i) Permitted Liens;




     (ii) purchase money Liens upon or in any real or tangible personal property
(including equipment) acquired or held by the Borrower or any of its Subsidiaries in
the ordinary course of business to secure the purchase price of such property or to
secure Debt incurred solely for the purpose of financing the acquisition of such
property , or Liens existing on such property at the time of its acquisition (other
than any such Liens created in contemplation of such acquisition that were not
incurred to finance the acquisition of such property) or extensions, renewals or
replacements of any of the foregoing for the same or a lesser amount,
provided, however, that no such Lien shall extend to or cover any
properties of any character other than the real property or tangible personal
property being acquired, and no such extension, renewal or replacement shall extend
to or cover any properties not theretofore subject to the Lien being extended,
renewed or replaced, and provided further that the aggregate
principal amount of the indebtedness secured by the Liens referred to in this clause
(ii) shall not exceed U.S. $20,000,000;




     (iii) the Liens existing on the Closing Date and described on Schedule 5.02(a)
hereto;




     (iv) Liens on property of a Person existing at the time such Person is merged
into or consolidated with the Borrower or any Subsidiary of the Borrower



49









 







or becomes
a Subsidiary of the Borrower; provided that such Liens were not created in
contemplation of such merger, consolidation or acquisition and do not extend to any
assets other than those of the Person so merged into or consolidated with the
Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary;




     (v) Liens on cash or Cash Equivalents of the Borrower or any of its
Subsidiaries securing guaranties by the Borrower in favor of the Mexican government
with respect to Concession Titles or rights granted to the Borrower or such Material
Subsidiary;




     (vi) Liens arising under leases of the Borrower or any of its Subsidiaries for
its telecommunication towers;




     (vii) Leases or subleases of property of the Borrower and its Subsidiaries
granted to others in the ordinary course of business that could not reasonably be
expected to have a Material Adverse Effect;




     (viii) Temporary Liens existing during the period of construction encumbering
property or assets under construction arising from progress or partial payments by a
customer of the Borrower or any of its Subsidiaries relating to such property
subject to any Capitalized Lease permitted hereunder or operating lease that could
not reasonably be expected to have a Material Adverse Effect;




     (ix) Liens arising from filings regarding operating leases in the ordinary
course of business which could not reasonably be expected to have a Material Adverse
Effect;




     (x) Liens arising from the rendering of a final judgment or order against the
Borrower or any of its Subsidiaries that does not give rise to an Event of Default
and which attach to assets which, in the aggregate, have a fair market value of less
than $10,000,000;




     (xi) Liens securing reimbursement obligations with respect to performance
letters of credit that encumber documents and the property which is the subject of
such performance letters of credit and the products and proceeds thereof, arising in
the ordinary course of business that could not reasonably be expected to have a
Material Adverse Effect;




     (xii) Liens in favor of customs and revenue authorities arising as a matter of
law to secure payment of customs duties in connection with the importation of goods;




     (xiii) Liens encumbering customary initial deposits and margin deposits in cash
or Cash Equivalents, and other Liens that are within the general parameters
customary in the industry and incurred in the ordinary course of
business, in each case, securing Debt in respect of currency swap agreements
which are not speculative; and



50









 






     (xiv) Liens securing any Debt of the Borrower, provided that such Liens shall
equally and ratably secure the Loans and the obligations of the Loan Parties under
the Loan Documents.




       (b) Mergers, Etc. Merge into or amalgamate or consolidate with any Person or
permit any Person to merge into it, or permit any of its Material Subsidiaries to merge
into, consolidate or amalgamate with any Person, unless after giving effect to such
merger, amalgamation or consolidation, the Borrower is the surviving corporation, or in
the case of a merger of any Material Subsidiary, such Material Subsidiary is the surviving
corporation, or the surviving corporation immediately becomes a Material Subsidiary, and
continues to be Controlled by the Borrower; provided that immediately after giving
effect thereto, no Default or Event of Default has occurred and is continuing.




       (c) Accounting Changes. Make or permit, or permit any of its Subsidiaries to
make or permit, any change in accounting policies or reporting practices, except as
required by Mexican GAAP or any Governmental Authority.




       (d) Sales, Etc., of Assets. (i) Liquidate, wind up or dissolve itself or
spin-off any of its businesses (or suffer any liquidation or dissolution) or permit any
Material Subsidiary to liquidate, wind up or dissolve itself or spin-off any of its
businesses (or suffer any liquidation or dissolution) or (ii) convey, sell, lease, assign,
transfer or otherwise dispose of, or permit any Material Subsidiary to convey, sell,
lease, assign, transfer or otherwise dispose of, all or substantially all of its assets
other than in accordance with Section 5.02(b) or (iii) convey, sell, lease, assign,
transfer or otherwise dispose of all or substantially all of its Equity Interest in any of
its Material Subsidiaries if, after giving effect to such sale, lease, assignment,
transfer or other disposition, it would cease to Control such Material Subsidiary.




       (e) Restricted Payments and Intercompany Loans. (i) Upon the occurrence and
during the continuance of an Event of Default under Section 6.01(a) or 6.01(c)(i) with
respect to a failure to comply with Section 5.03, declare or pay any dividends, purchase,
redeem, retire, defease or otherwise acquire for value any of its Equity Interests now or
hereafter outstanding, return any capital to its stockholders, partners or members (or the
equivalent Persons thereof) as such, make any distribution of assets, Equity Interests,
obligations or securities to its stockholders, partners or members (or the equivalent
Persons thereof) as such or issue or sell any Equity Interests or accept any capital
contributions (provided, however, that capital contributions may be made
to the Borrower or any Subsidiary Guarantor, so long as any such contribution will not be
made in exchange for any Restricted Payment (as defined below)), or permit any of its
Subsidiaries to do any of the foregoing, or permit any of its Subsidiaries to purchase,
redeem, retire, defease or otherwise acquire for value any Equity Interests in the
Borrower or to issue or sell any Equity Interests therein (collectively, “Restricted
Payments”), (ii) at any other time, make any Restricted Payments to its Parent or any
of
its Affiliates or Subsidiaries, or (iii) make any intercompany loans to the Parent or
any Affiliate of the Parent (other than any Subsidiary of the Borrower) or the Borrower,
except for intercompany loans to the Parent or any of its Subsidiaries made during the



51









 







ordinary course of business, unless, in the case of clauses (ii) and (iii) above, (x) the
Borrower’s Debt to OIBDA Ratio is less than or equal to 1.75:1 and (y) immediately prior
to and after giving effect to any such Restricted Payment or intercompany loan the
Borrower would have a remaining consolidated cash balance in the form of cash and Cash
Equivalents of not less than the greater of (1) $50,000,000 and (2) an amount equal to the
sum of the next consecutive 12 months of scheduled principal amortization payments as set
forth in Section 2.05 following such Restricted Payment, in which case, the Borrower may
make any such Restricted Payments or intercompany loans to its Parent or any of its
Affiliates or Subsidiaries. Notwithstanding the foregoing, the Borrower shall not make any
Restricted Payment set forth in clause (ii) or make any intercompany loan upon the
occurrence and during the continuance of an Event of Default.




     (f) Change in Nature of Business. Make, or permit any of its Material
Subsidiaries to make, any material change in the nature of its principal or primary
business as carried on at the date hereof.




     (g) Subordination. Incur, or permit any of its Subsidiaries to incur, any
Debt owed to an Affiliate (other than Debt owed by the Borrower to a Subsidiary, a
Subsidiary to the Borrower, or a Subsidiary to another Subsidiary) unless such Debt is
subordinated to the Obligations of the Loan Parties under the Loan Documents pursuant to a
valid, binding enforceable contractual arrangement.



     SECTION 5.03. Financial Covenants. So long as any Loan shall remain unpaid or any of
the Lenders shall have any Commitment hereunder, the Borrower will:




     (a) Debt to OIBDA Ratio. Maintain at all times a Debt/OIBDA Ratio of not
more than 2.5 to 1.




     (b) Interest Coverage Ratio. Maintain at all times an Interest Coverage
Ratio of not less than 3.0 to 1.




     (c) Net Worth. Maintain at all times an excess of Consolidated total assets
over Consolidated total liabilities (such excess, the “Borrower’s Net Worth”), in
each case, of the Borrower and its Subsidiaries of not less than the amount of the
Borrower’s Net Worth in Pesos calculated as of December 31, 2003, MX$7,330,557,000.



ARTICLE VI




EVENTS OF DEFAULT




     SECTION 6.01. Events of Default. If any of the following events (“Events of Default”) shall occur and be continuing:




     (a) The Borrower shall fail to pay any principal of, or interest on, any Loan when
the same becomes due and payable; or the Borrower shall fail to make any other payment of
fees or other amounts under this Agreement or any of the Notes within three Business Days
after the same becomes due and payable; or



52









 






     (b) Any representation or warranty made by any Loan Party under any Loan Document or
by any Loan Party (or any of its officers) in connection with any Loan Documents or
certificates or other documentation delivered pursuant hereto, shall prove to have been
incorrect in any material respect when made; or




     (c) (i) The Borrower shall fail to perform or observe any term, covenant or agreement
contained in Section 5.01(d),(h) or (j), 5.02 or 5.03, or (ii) any Loan Party shall fail
to perform or observe any other term, covenant or agreement contained in any other Loan
Document on its part to be performed or observed if such failure shall remain unremedied
for 30 or more days after a Responsible Officer has knowledge thereof or notice thereof is
given to the Borrower; or




     (d) (i) The Borrower or any of its Material Subsidiaries shall fail to pay any
principal of or premium or interest on any Debt that is outstanding in a principal or
notional amount of at least U.S. $ 10,000,000 (or its equivalent in other currencies) in
the aggregate (but excluding Debt outstanding hereunder) of the Borrower or such Material
Subsidiary (as the case may be), or (ii) any Non-Material Subsidiary or Non-Material
Subsidiaries shall fail to pay any principal of or premium or interest on any Debt that
is outstanding in a principal or notional amount, individually or in the aggregate, of at
least U.S. $ 10,000,000 (or its equivalent in other currencies) and such failure to pay
would be expected to have a Material Adverse Effect, in each case, when the same becomes
due and payable (whether by scheduled maturity, required prepayment, acceleration, demand
or otherwise), and such failure shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such Debt; or any other event shall
occur or condition shall exist under any agreement or instrument relating to any such Debt
and shall continue after the applicable grace period, if any, specified in such agreement
or instrument, if the effect of such event or condition is to accelerate, or to permit the
acceleration of, the maturity of such Debt and in the case of such Debt of any
Non-Material Subsidiary, such acceleration or permission to accelerate would be expected
to have a Material Adverse Effect; or any such Debt shall be declared to be due and
payable, or required to be prepaid or redeemed (other than by a regularly scheduled
required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem,
purchase or defease such Debt shall be required to be made, in each case prior, to the
stated maturity thereof and, in the case of such Debt of any Non-Material Subsidiary, such
declaration, prepayment, redemption, purchase or defeasance or offer to prepay, redeem,
purchase or defease would be expected to have a Material Adverse Effect; or




     (e) The Borrower or any of its Material Subsidiaries shall generally not pay its
debts as such debts become due, or shall admit in writing its inability to pay its debts
generally, or shall make a general assignment for the benefit of creditors; or any
proceeding shall be instituted by or against the Borrower or any of its Material
Subsidiaries seeking to adjudicate it concurso mercantil, bankrupt or insolvent, or
seeking liquidation, winding-up, reorganization, arrangement, adjustment, protection,
relief, or composition of it or its debts under any law relating to bankruptcy, insolvency
or reorganization or relief of debtors, or seeking the entry of an order for relief or the
appointment of a receiver, trustee, custodian, síndico, conciliador or other similar



53









 







official for it or for any substantial part of its property and, in the case of any such
proceeding instituted against it (but not instituted by it), either such proceeding shall
remain undismissed or unstayed for a period of 30 or more days, or any of the actions
sought in such proceeding (including, without limitation, the entry of an order for relief
against, or the appointment of a receiver, trustee, custodian, síndico, conciliador or
other similar official for, it or for any substantial part of its property) shall occur;
or the Borrower or any of its Material Subsidiaries shall take any corporate action to
authorize any of the actions set forth above in this subsection (e); or




     (f) Judgments or orders for the payment of money in excess of U.S. $ 10,000,000 (or
its equivalent in other currencies) in the aggregate shall be rendered against (i) the
Borrower or any of its Material Subsidiaries, or (ii) any Non-Material Subsidiary and, in
the case of clause (ii), such judgment or order would be expected to have a Material
Adverse Effect and in the case of clauses (i) and (ii), (x) enforcement proceedings shall
have been commenced by any creditor upon such judgment or order and such proceedings shall
not have been suspended or (y) there shall be any period of 30 or more consecutive days
during which a stay or enforcement of such judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect; or




     (g) Any non-monetary judgment or order shall be rendered against the Borrower or any
of its Subsidiaries that could be reasonably expected to have a Material Adverse Effect,
and there shall be any period of 30 or more consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall
not be in effect; or




     (h) The obligations of the Borrower under this Agreement and the Notes or the
obligations of any Subsidiary Guarantor shall fail to rank at least pari
passu with all other senior unsecured, unsubordinated Debt of the Borrower or such
Subsidiary Guarantor, as the case may be; or




     (i) Any material provision of any Loan Document shall cease to be valid and binding
on or enforceable against any Loan Party which is party thereto, or any Loan Party shall
so assert or state in writing, or the obligations of such Loan Party under any Loan
Document shall in any way become illegal; or




     (j) Any authority asserting or exercising governmental or police powers in Mexico or
any Person acting or purporting to act under such authority shall have taken any action to
condemn, seize or appropriate, or to assume custody or control of, all or a
substantial portion of the property of the Borrower or the occurrence of any other
adverse governmental action or event that would prevent any Loan Party from performing its
obligations under any Loan Document to which it is a party; or




     (k) Any material license, approval, right, privilege, franchise or concession
(including, without limitation, the Concession Titles) necessary for any Loan Party and
any of the Material Subsidiaries to conduct its business shall have been terminated,
cancelled or modified in a manner which would likely result in a Material Adverse Effect
or any governmental authority shall terminate or cancel any authorization or



54









 







approval
granted with respect to the Loan Documents or modify any such authorization or approval in
a manner which would likely result in a Material Adverse Effect, unless (a) such
termination, cancellation or modification is capable of being cured within a mutually
acceptable cure period, to be agreed upon by such Loan Party and the Administrative Agent,
from the date of its occurrence in the ordinary course of such Loan Party’s business and
(b) such Loan Party or any of the Material Subsidiaries, as the case may be, is taking
prompt action to cure such termination, cancellation or modification;


then, and in any such event, the Required Lenders (i) may declare their Commitment and their
obligation to make Loans to be terminated, whereupon the same shall forthwith terminate, and (ii)
may, by notice to the Borrower, declare all or any portion of the Notes, all interest thereon and
all other amounts payable under this Agreement to be forthwith due and payable, whereupon the
Notes, all such interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which are hereby
expressly waived by the Borrower; provided, however, that in the event of an actual
or deemed entry of an order for relief with respect to any Loan Party under clause (e) above, (A)
the Commitments and the obligation of each of the Lenders to make Loans shall automatically be
terminated and (B) the Notes, all such interest and all such amounts shall automatically become and
be due and payable, without presentment, demand, protest or any notice of any kind, all of which
are hereby expressly waived by the Borrower.




ARTICLE VII




THE ADMINISTRATIVE AGENT




     SECTION 7.01. Authorization and Action. Each of the Lenders hereby appoints and
authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such
powers and discretion under this Agreement and the Notes as are delegated to the Administrative
Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably
incidental thereto. As to any matters not expressly provided for by the Loan Documents (including,
without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be
required to exercise any discretion or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or refraining from acting) upon the
instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and
all holders of Notes; provided, however, that the Administrative Agent shall not be
required to take any action
that exposes the Administrative Agent to personal liability or that is contrary to this
Agreement or applicable law. The Administrative Agent agrees to give to each of the Lenders prompt
notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.



     SECTION 7.02. Delegation of Duties. The Administrative Agent may execute any of its
duties under the Loan Documents by and through agents, attorneys in fact or affiliates.



     SECTION 7.03. Administrative Agent’s Reliance, Etc. Neither the Administrative Agent
nor any of its respective directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with the Loan



55









 







Documents, except
for its or their own gross negligence or willful misconduct. Without limitation of the generality
of the foregoing, the Administrative Agent: (a) may treat the payee of any Tranche A-1 Note,
Tranche A-2 Note, Tranche A-3 Note, Tranche B Note, Tranche C-1 Note or Tranche C-2 Note as the
holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance
entered into by such Lender that is the payee of such Tranche A-1 Note, Tranche A-2 Note, Tranche
A-3 Note, Tranche B Note, Tranche C-1 Note or Tranche C-2 Note, as the case may be, as assignor,
and an Eligible Assignee, as assignee, as provided in Section 8.07; (b) may consult with legal
counsel (including counsel for the Loan Parties or of any Lender), independent public accountants
and other experts selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
(c) makes no warranty or representation to any of the Lenders and shall not be responsible to any
of the Lenders for any statements, warranties or representations (whether written or oral) made in
or in connection with the Loan Documents; (d) shall not have any duty to ascertain or to inquire as
to the performance or observance of any of the terms, covenants or conditions of any Loan Document
on the part of any Loan Party or to inspect the property (including the books and records) of any
Loan Party; (e) shall not be responsible to any of the Lenders for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of, any Loan Document or any other
instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in
respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or
writing (which may be by telegram, telecopy or telex) believed by it to be genuine and signed or
sent by the proper party or parties.



     SECTION 7.04. Citibank, N.A. and Affiliates. With respect to its Commitments, the
Loans made by it and the Notes issued to it, Citibank, N.A. shall have the same rights and powers
under the Loan Documents as any other Lender and may exercise the same as though it were not an
Administrative Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly
indicated, include Citibank, N.A. in its individual capacity. Citibank, N.A. and its affiliates
may accept deposits from, lend money to, act as trustee under indentures of, accept investment
banking engagements from and generally engage in any kind of business with, any Loan Party, any of
its Subsidiaries and any Person that may do business with or own securities of such Loan Party or
any such Subsidiary, all as if
Citibank, N.A. was not the Administrative Agent, and without any duty to account therefor to
the Lenders.



     SECTION 7.05. Lender Credit Decision. Each of the Lenders acknowledges that it has,
independently and without reliance upon the Administrative Agent or any of the Lenders and based on
the financial statements referred to in Section 4.01 and such other documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.
Each Lender also acknowledges that it will, independently and without reliance upon any Agent or
any other Lender and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under this
Agreement.



     SECTION 7.06. Indemnification. (a) Each Lender severally agrees to indemnify the
Administrative Agent (to the extent not promptly reimbursed by the Borrower) from and against such
Lender’s ratable share (determined as provided below) of any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or



56









 







disbursements of any kind
or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative
Agent in any way relating to or arising out of the Loan Documents or any action taken or omitted by
the Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”);
provided, however, that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from such Administrative Agent’s gross negligence or willful misconduct as
found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation
of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for
its ratable share of any costs and expenses (including, without limitation, fees and expenses of
counsel) payable by the Borrower under Section 8.04, to the extent that the Administrative Agent is
not promptly reimbursed for such costs and expenses by the Borrower. In the case of any
investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 7.06
applies whether any such investigation, litigation or proceeding is brought by any of the Lenders
or any other Person.



          (b) For purposes of this Section 7.06, the Lenders’ respective ratable shares of any amount
shall be determined, at any time, according to the sum of (i) the aggregate principal amount of the
Loans outstanding at such time and owing to the respective Lenders, and (ii) the aggregate unused
portions of their respective Commitment at such time; provided, however, that the
respective ratable shares shall be determined by the Administrative Agent by converting the Tranche
B Loans, the Tranche C-1 Loans or the Tranche C-2 Loans, as the case may be, into Dollars based on
the USD Equivalent thereof as of the Closing Date. The failure of any Lender to reimburse the
Administrative Agent promptly upon demand for its ratable share of any amount required to be paid
by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of
its obligation hereunder to reimburse the Administrative Agent for its ratable share of such
amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the
Administrative Agent for such other Lender’s ratable share of such
amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the
agreement and obligations of each Lender contained in this Section 7.06 shall survive the payment
in full of principal, interest and all other amounts payable hereunder and under the other Loan
Documents.




     SECTION 7.07. Successor Agents. The Administrative Agent may resign at any time by
giving written notice thereof to the Lenders and the Borrower and may be removed at any time with
or without cause by the Required Lenders. Upon any such resignation or removal, the Required
Lenders shall have the right to appoint a successor Administrative Agent. If no successor
Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted
such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of
resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the
retiring Administrative Agent may, on behalf of all of the Lenders, appoint a successor
Administrative Agent, which shall be a commercial bank organized under the laws of the United
States or of any State thereof and having a combined capital and surplus of at least $250,000,000.
Upon the acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall succeed to and become vested with
all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and obligations under the
Loan Documents. If within 45 days after written notice is given of the



57









 







retiring Administrative
Agent’s resignation or removal under this Section 7.07 no successor Administrative Agent shall have
been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring
Administrative Agent’s resignation or removal shall become effective, (b) the retiring
Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan
Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring
Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders
appoint a successor Administrative Agent as provided above. After any retiring Administrative
Agent’s resignation or removal hereunder as Administrative Agent shall have become effective, the
provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement.



ARTICLE VIII




MISCELLANEOUS




     SECTION 8.01. Amendments, Etc. No amendment or waiver of any provision of this
Agreement or the Notes or any other Loan Document, and no consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing and signed by the
Required Lenders, and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that no amendment,
waiver or consent shall, unless in writing and signed by (A) all the Lenders in the affected
Tranche, (i) increase or decrease the Tranche A-1 Commitments, the Tranche A-2 Commitments the
Tranche A-3 Commitments, the
Tranche B Commitments, the Tranche C-1 Commitments or the Tranche C-2 Commitments, as the case
may be (except for a ratable decrease in all the Tranche A-1 Commitments, the Tranche A-2
Commitments the Tranche A-3 Commitments, Tranche B Commitments, Tranche C-1 Commitments or Tranche
C-2 Commitments, as the case may be), or subject any Lender in such Tranche to any additional
obligations and (B) all the Lenders, (i) reduce the principal of, or interest on, any of the Loans
or Notes or any fees, commissions or other amounts payable hereunder, (ii) postpone any date fixed
for any payment of principal of, or interest on, any of the Loans or Notes or any fees, commissions
or other amounts payable hereunder, (iii) change the definition of “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender, (iv) release any Loan Party from any of its obligations
under the Loan Documents or reduce any such obligations, (v) waive any of the conditions specified
in Section 3.01 or Section 3.02, or (vi) amend this Section 8.01; and provided
further that no amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above to take such action, affect the
rights or duties of the Administrative Agent under this Agreement or the other Loan Documents.



     SECTION 8.02. Notices, Etc. (a) All notices and other communications provided for
hereunder shall be in writing (including telecopier, telegraphic or telex communication) and
telecopied, telegraphed or telexed or hand delivered (by a reputable commercial courier service) if
to the Borrower, at its address at Blvd. M. Ávila Camacho No. 36, 9o. Piso Lomas de Chapultepec,
C.P. 11000, México, D.F. México, Attention: Treasury Director, with copies to the Vice President
and General Counsel; if to the Administrative Agent or any of the Lenders, at



58









 







their Applicable
Lending Offices specified opposite their names on the Schedule I; if to any Lender which becomes a
Lender under Section 8.07, at its Applicable Lending Office specified in the Assignment and
Acceptance pursuant to which it became a Lender; or, as to the Borrower or any of the Lenders, at
such other address as shall be designated by such party in a written notice to the other party.
All such notices and communications shall, (i) when telecopied, telegraphed or telexed, be
effective when confirmed by telecopier, delivered by the telegraph company or confirmed by telex
answerback, respectively, or (ii) when hand delivered, be effective when actually delivered to the
address for notices herein. Delivery by telecopier of an executed counterpart of any amendment or
waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and
delivered hereunder shall be effective as delivery of a manually executed counterpart thereof.



     (b) The Borrower hereby agrees that it will provide to the Administrative Agent all
information, documents and other materials that it is obligated to furnish to the Administrative
Agent pursuant to the Loan Documents, including, without limitation, all notices, requests,
financial statements, financial and other reports, certificates and other information materials,
but excluding any such communication that (a) relates to a request for a new, or a conversion of an
existing, borrowing or other extension of credit (including any election of an interest rate or
interest period relating thereto), (b) relates to the payment of any principal or other amount due
under this Agreement prior to the scheduled date therefor, (c) provides notice of any default or
event of default under this Agreement or (d) is required to be delivered to
satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or
other extension of credit thereunder (all such non-excluded communications being referred to herein
collectively as “Communications”), by transmitting the Communications in an electronic/soft
medium in a format acceptable to the Administrative Agent to oploanswebadmin@citigroup.com.
In addition, the Borrower agrees to continue to provide the Communications to the Administrative
Agent in the manner specified in the Loan Documents but only to the extent requested by the
Administrative Agent.



     (c) The Borrower further agrees that the Administrative Agent may make the Communications
available to the Lenders by posting the Communications on Intralinks or a substantially similar
electronic transmission systems (the “Platform”). The Borrower acknowledges that the
distribution of material through an electronic medium is not necessarily secure and that there are
confidentiality and other risks associated with such distribution.



     (d) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM
AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE
COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS
AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR



59









 







REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY
LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT
OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT,
CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF
COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND
IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY
FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.



       (e) The Administrative Agent agrees that the receipt of the Communications by the
Administrative Agent at its e-mail address set forth above shall constitute effective delivery of
the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender
agrees that notice to it (as provided in the next sentence) specifying that the Communications have
been posted to the Platform shall constitute effective delivery of the Communications to such
Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent
in writing (including by electronic communication) from time to time of such Lender’s e-mail
address to which the foregoing notice may be sent by electronic transmission and (ii) that the
foregoing notice may be sent to such e-mail address.



       (f) Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give
any notice or other communication pursuant to any Loan Document in any other manner specified in
such Loan Document.



     SECTION 8.03. No Waiver; Remedies. No failure on the part of any of the Lenders to
exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.



     SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to pay or reimburse on
demand (i) all customary reasonable and duly documented legal and other out-of-pocket costs and
expenses of the Administrative Agent and the Bookrunners in connection with the preparation,
execution, delivery, negotiation and syndication of the Loan Documents (including the reasonable
and duly documented fees and expenses of special New York and Mexican counsel to the Administrative
Agent), (ii) all reasonable and duly documented legal and other out-of-pocket costs and expenses of
the Administrative Agent in connection with the modification, administration, waiver or amendment
of the Loan Documents (including reasonable and duly documented fees and expenses of special New
York and Mexican counsel to the Administrative Agent) and (iii) all reasonable and duly documented
legal and other out-of-pocket costs and expenses of the Administrative Agent and each of the
Lenders in connection with the enforcement of the Loan Documents, whether in any action, suit or
litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights
generally (including, without limitation, the reasonable fees and expenses of counsel for the
Administrative



60









 







Agent and each of the Lenders in connection with the enforcement of rights under
this Section 8.04(a)).



          (b) The Borrower agrees to indemnify, defend and save and hold harmless the Administrative
Agent, each of the Lenders and each of their Affiliates and their respective officers, directors,
employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall
pay on demand, any and all claims, damages, losses, claims, liabilities and reasonable and duly
documented expenses (including, without limitation, reasonable fees and expenses of counsel) that
may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out
of or in connection with or by reason of (including, without limitation, in connection with any
investigation by governmental or regulatory authority, litigation or proceeding or preparation of a
defense in connection therewith) (i) the Tranche A-1 Facility, the Tranche A-2 Facility, the
Tranche A-3 Facility, the Tranche B Facility, the Tranche C-1 Facility or the Tranche C-2 Facility,
as the case may be, the actual or proposed use of the proceeds of the Loans, the Loan Documents or
any of the transactions contemplated thereby. The Borrower also agrees not to assert any claim
against the Administrative Agent, any Lenders or any of their Affiliates, or any of their
respective officers, directors, employees, agents and advisors, on any theory of liability, for
special, indirect, consequential or punitive damages arising out of or otherwise relating to the
Loans, the actual or proposed use of the proceeds of the Loans, the Loan Documents or any of the
transactions contemplated by the Loan Documents,
provided that the Borrower shall have no obligation hereunder to the Administrative
Agent or any Lender with respect to the indemnified liabilities, and shall not be barred from
asserting claims, arising from the gross negligence or willful misconduct of the Administrative
Agent or any such Lender, as the case may be.




     (c) If any payment of principal of any Loans is made by the Borrower to or for the account of
any of the Lenders other than on the last day of an Interest Period for such Loans, as a result of
a payment pursuant to Section 2.08 or 2.10, acceleration of the maturity of the Notes pursuant to
Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of
any Loans for which a notice of prepayment has been given or that is otherwise required to be made,
whether pursuant to Section 2.05, 2.08, 6.01 or otherwise, the Borrower shall, upon demand by any
of the Lenders, pay to such Lender any amounts required to compensate such Lender for any
additional losses, costs or expenses that it may reasonably incur as a result of such payment or
failure to pay or prepay, including, without limitation, any loss (including loss of anticipated
profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Lender to fund or maintain such Loans and in respect of any Tranche B
Loans, as such costs are calculated using the Discount Rate.



     (d) Without prejudice to the survival of any other agreement of any Loan Party hereunder or
under any other Loan Document, the agreements and obligations of the Borrower contained in Sections
2.08 and 2.11 and this Section 8.04 shall survive the payment in full of principal, interest and
all other amounts payable hereunder and under any of the other Loan Documents.



   SECTION 8.05. Right of Set-off. Upon the occurrence and during the continuance of
any Event of Default, the Administrative Agent and each of the Lenders and each of their



61









 







respective
Affiliates are hereby authorized at any time and from time to time, to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by the Administrative Agent and
each of the Lenders or such Affiliate to or for the credit or the account of the Borrower against
any and all of the obligations of the Borrower now or hereafter existing under this Agreement and
any Note held by the Administrative Agent and each of the Lenders, whether or not the
Administrative Agent and each of the Lenders shall have made any demand under this Agreement or
such Note and although such obligations may be unmatured. The Administrative Agent and each of the
Lenders agree promptly to notify the Borrower after any such set-off and application, provided that
the failure to give such notice shall not affect the validity of such set-off and application. The
rights of the Administrative Agent and each of the Lenders and their respective Affiliates under
this Section are in addition to other rights and remedies (including, without limitation, other
rights of set-off) that the Administrative Agent and each of the Lenders and their respective
Affiliates may have.



     SECTION 8.06. Binding Effect. This Agreement shall become effective (other than Section 2.01, which shall only become
effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall
have been executed by the Borrower, the Administrative Agent and each of the Lenders, and
thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent
and each of the Lenders and their respective successors and assigns, except that the Borrower shall
not have the right to assign its rights hereunder or any interest herein without the prior written
consent of the Administrative Agent and each of the Lenders.



     SECTION 8.07. Assignments and Participations. (a) Each Lender may assign to one or
more Eligible Assignees all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Tranche A-1 Commitment, the Tranche A-2
Commitment, the Tranche A-3 Commitment, Tranche B Commitment, the Tranche C-1 Commitment or the
Tranche C-2 Commitment, as the case may be, the Loans owing to it and the Tranche A-1 Notes,
Tranche A-2 Notes, Tranche A-3 Notes, Tranche B Notes, Tranche C-1 Notes or the Tranche C-2 Notes,
as the case may be, or Notes held by it); provided, however, that (i) except in the
case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an
Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s
rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned
to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall in no event be less than in the case of
Tranche A-1 Loans, Tranche A-2 Loans or Tranche A-3 Loans, U.S. $5,000,000 or an integral multiple
of U.S. $1,000,000 in excess thereof, in the cases of Tranche B Loans, Tranche C-1 Loans or Tranche
C-2 Loans, Ps$50,000,000 or an integral multiple of Ps$10,000,000 in excess thereof, (ii) each such
assignment shall be to an Eligible Assignee, and (iii) so long as no Default shall have occurred
and be continuing, no such assignments shall be permitted without the prior written consent of the
Borrower and the Administrative Agent (each of which consents shall not be unreasonably withheld);
provided, however, that the Borrower shall be deemed to have consented to an
assignment if it fails to respond to a written request for a consent within 10 (ten) Business Days
of delivery of such request; and provided further that the Lenders shall also have
the right, without any consent, to



62









 







assign all or part of their rights or obligations under the Loan
Documents, if a Default or an Event of Default shall have occurred and be continuing, to any
Person.



          (b) By executing and delivering an Assignment and Acceptance, such Lender assignor thereunder
and the assignee thereunder confirm to and agree with each other and the other parties hereto as
follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any
other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the financial condition of
any Loan Party or the performance or observance by any Loan Party of any of its obligations under
this Agreement or any other Loan Document or any other instrument or document furnished pursuant
hereto or thereto; (iii) such assignee confirms that it has received a copy of this Agreement,
together with copies of the financial statements
referred to in Section 4.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such Assignment and
Acceptance; (iv) such assignee will, independently and without reliance upon such assigning Lender
and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this Agreement; and (v) such
assignee agrees that it will perform in accordance with their terms all of the obligations that by
the terms of this Agreement are required to be performed by it as a Lender.




          (c) Within five Business Days after its receipt of notice of an assignment hereunder and any
Tranche A-1 Notes, Tranche A-2 Notes, Tranche A-3 Notes, Tranche B Notes, Tranche C-1 Notes or
Tranche C-2 Notes, as the case may be, or Notes subject to such assignment, the Borrower, at its
own expense, shall execute and deliver to the Lender assignee in exchange for each surrendered
Tranche A-1 Note, Tranche A-2 Note, Tranche A-3 Note, Tranche B Note, Tranche C-1 Note or Tranche
C-2 Note, as the case may be, a new Tranche A-1 Note, Tranche A-2 Note, Tranche A-3 Note, Tranche B
Note, Tranche C-1 Note or Tranche C-2 Note, as the case may be, to the order of such assignee in an
amount equal to the outstanding amount of the Tranche A-1 Note, Tranche A-2 Note, Tranche A-3 Note,
Tranche B Note, Tranche C-1 Note or Tranche C-2 Note, as the case may be, assumed by it pursuant to
such Assignment and Acceptance. Such new Tranche A-1 Note, Tranche A-2 Note, Tranche A-3 Note,
Tranche B Note, Tranche C-1 Note or Tranche C-2 Note, as the case may be, or Notes shall be in an
aggregate principal amount equal to the aggregate principal amount of such surrendered Tranche A-1
Note, Tranche A-2 Note, Tranche A-3 Note, Tranche B Note, Tranche C-1 Note or Tranche C-2 Note, as
the case may be, or Notes, shall be dated the effective date of such Assignment and Acceptance and
shall otherwise be in substantially the form of Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit B,
Exhibit C-1 or Exhibit C-2, as the case may be, hereto.




          (d) The Administrative Agent shall maintain at its address referred to in Section 8.02(a) copy
of each Assignment and Acceptance delivered to and accepted by it and a register for the
recordation of the names and addresses of the Lenders and the Commitments under the Facility of,
and principal amount of the Loans owing under the Facility to, each Lender from time to time (the
“Register”). The entries in the Register shall be conclusive and binding for all purposes,
absent manifest error, and the Borrower, and the Lenders shall treat each Person whose

63









 








name is
recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register
shall be available for inspection by the Borrower or any Lender at any reasonable time from time to
time upon reasonable prior notice.




          (e) The Lenders may sell participations to one or more banks or other entities (other than any
Loan Party or any of its Affiliates) in or to all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its Commitment, any Loans owing
to it and the Tranche A-1 Notes, Tranche A-2 Notes, Tranche A-3 Notes, Tranche B Notes, Tranche C-1
Notes or Tranche C-2 Notes, as the case may be, or Notes held by it); provided,
however, that (i) each of the Lenders’ obligations under this Agreement (including, without
limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) each of the
Lenders shall remain solely responsible to the other parties hereto for the performance of such
obligations, (iii) each of the Lenders shall remain the holder of any such Note for all purposes of
this Agreement, (iv) the Borrower shall continue to deal solely and directly with the Lenders in
connection with the Lenders’ rights and obligations under
this Agreement and (v) no participant under any such participation shall have any rights,
claims or causes of action against the Borrower, any Subsidiary or Affiliates or the Administrative
Agent or any right to approve any amendment or waiver of any provision of this Agreement or any
Note, or any consent to any departure by any Loan Party therefrom, except to the extent that such
amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any other
amounts payable hereunder, in each case to the extent subject to such participation, or postpone
any date fixed for any payment of principal of, or interest on, the Notes or any other amounts
payable hereunder, in each case to the extent subject to such participation.




          (f) Each of the Lenders may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant
or proposed assignee or participant, any information relating to the Borrower furnished to any of
the Lenders by or on behalf of the Borrower upon delivery to the Borrower by such assignee,
participant or proposed assignee or participant of a confidentiality agreement in the form attached
hereto as Exhibit G.




          (g) Notwithstanding any other provision set forth in this Agreement, any of the Lenders may at
any time create a security interest in all or any portion of its rights under this Agreement
(including, without limitation, the Loans owing to it and any Note held by it) in favor of any
Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the U.S. Federal
Reserve System.




     SECTION 8.08. Governing Law. This Agreement and the Notes shall be governed by, and
construed in accordance with, the laws of the State of New York.



     SECTION 8.09. Confidentiality. (a) Each of the Administrative Agent, the
Bookrunners, the Lead Arranger, the Syndication Agent, the Documentation Agent and the Lenders
agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and
agents, including accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential); (b) to the extent requested by



64









 







any regulatory authority; (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process or, in the case of Export Development Canada, in accordance with
its internal disclosure policies; (d) to any other party to this Agreement; (e) in connection with
the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder; (f) subject to confidentiality or non-disclosure agreement
containing provisions substantially the same as those of this Section 8.09 and substantially in the
form of Exhibit G hereto to (i) any purchaser or assignee of or participant in or any prospective
purchaser or assignee of or participant in, any of its rights or obligations under this Agreement
or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such
contractual counterparty’s or prospective counterparty’s professional advisor) to any credit
derivative transaction relating to the Obligations; (g) with the consent of the Parent; (h) to the
extent such
Information (i) becomes publicly available other than as result of a breach of this Section
8.09 or (ii) becomes available to the Administrative Agent, the Bookrunners, the Lead Arranger, the
Syndication Agent, the Documentation Agent or any Lender on a non-confidential basis from a source
other than the Parent or its Subsidiaries; or (j) to any nationally recognized rating agency that
requires access to information about a Lender’s or its Affiliates’ investment portfolio in
connection with ratings issued with respect to such Lender or its Affiliates. To the extent that
disclosure of any Information is required pursuant to clause (b) or (c) above, so long as any of
the Administrative Agent, the Bookrunners, the Lead Arranger, the Syndication Agent, the
Documentation Agent or the Lender is not prohibited from so doing by any applicable laws, rules,
regulations, final judgments or court orders, such Administrative Agent, Bookrunners, Lead
Arranger, Syndication Agent, Documentation Agent or Lender will notify the Borrower thereof in
writing at its address for notices set forth in the Credit Agreement Section 8.02(a), provided that
the Borrower shall have no right to seek any action or remedy or have any claim or cause of action
against any of the Administrative Agent, the Bookrunners, the Lead Arranger, the Syndication Agent,
the Documentation Agent or the Lenders in the event that such Administrative Agent, Bookrunners,
Lead Arranger, Syndication Agent, Documentation Agent or Lender, as the case may be, shall fail to
so notify to the Borrower. For the purposes of this Section, “Information” means all information
furnished by the Borrower or any of its Subsidiaries to any Lender, the Administrative Agent, the
Bookrunners, the Lead Arranger, the Syndication Agent or the Documentation Agent relating to the
Parent and its Subsidiaries or their business, other than any such information that is available to
the Administrative Agent, the Bookrunners, the Lead Arranger, the Syndication Agent, the
Documentation Agent or any Lender on a non-confidential basis prior to disclosure by the Parent and
it Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in
this Section 8.09, shall be considered to have complied with its obligation to do so if such Person
has exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information, which in no event shall be less than a
reasonable degree of care.



          (k) The undertakings of this Section 8.09 shall survive the termination of the Loan Documents
and/or the Facility.




     SECTION 8.10. Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one
and the same agreement. Delivery of an executed counterpart of a signature page



65









 







to this Agreement
by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.



     SECTION 8.11. Jurisdiction; Waiver of Immunities. (a) Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of any
New York State court or federal court of the United States sitting in New York City, and any
appellate court from any thereof and to the courts of its own corporate domicile in respect of
actions brought against it as a defendant, in any action or proceeding arising out of or relating
to this Agreement or the Notes, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in
any such New York State court or, to the extent permitted by law, in such federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.



          (b) The Borrower hereby irrevocably appoints CT Corporation System with an office on the date
hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, United States, as its agent to
receive on behalf of the Borrower and its property service of copies of the summons and complaint
and any other process which may be served in any such action or proceeding. Such service may be
made by mailing or delivering a copy of such process to the Borrower in care of the Process Agent
at the Process Agent’s above address, and the Borrower hereby irrevocably authorizes and directs
the Process Agent to receive such service on its behalf and forward such service to the Borrower.
As an alternative method of service, the Borrower also irrevocably consents to the service of any
and all process in any such action or proceeding by the mailing of copies of such process to the
Borrower at its address specified in Section 8.02.




          (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection that it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this Agreement or the
Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court and for purposes of the submission to
jurisdiction agreed in paragraph (a) above, to the forum to which it may be entitled to pursuant to
applicable law.




          (d) To the extent that the Borrower has or hereafter may acquire any immunity from
jurisdiction of any court or from any legal process in the U.S. or Mexico (whether through service
or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise)
with respect to itself or its property, the Borrower hereby irrevocably and unconditionally waives
such immunity in respect of its obligations under this Agreement and the Notes and, without
limiting the generality of the foregoing, agrees that the waivers set forth in this subsection (d)
shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the
United States and are intended to be irrevocable for purposes of such Act.




          (e) For purposes of notices in Mexico in the event of lawsuits and collections, the Borrower
hereby irrevocably designates the following domicile:




66









 







Blvd. M. Ávila Camacho No. 36, 9o.



Piso Lomas de Chapultepec, C.P. 11000,



México, D.F. México



Attention: Vice President and General Counsel




          (f) Nothing in this Section 8.11 shall affect the right of any of the Lenders to serve legal
process in any other manner permitted by law or affect the right of any of the Lenders
to bring any action or proceeding against the Borrower or its property in the courts sitting
in Mexico.




     SECTION 8.12. Judgment Currency. (a) If, for the purposes of obtaining judgment in
any court, it is necessary to convert a sum due hereunder or under the Notes in U.S. Dollars into
another currency, the parties hereto agree, to the fullest extent that they may effectively do so,
that the rate of exchange used shall be that at which, in accordance with normal banking
procedures, the Lenders could purchase U.S. Dollars with such other currency in New York City on
the Business Day preceding that on which final, non-appealable judgment is given.



          (b) The obligations of the Borrower in respect of any sum due to any of the Lenders hereunder
or under the Notes shall, notwithstanding any judgment in a currency other than U.S. Dollars, be
discharged only to the extent that, on the Business Day following receipt by the Lenders of any sum
adjudged to be so due in such other currency, any of the Lenders may, in accordance with normal,
reasonable banking procedures, purchase U.S. Dollars with such other currency. If the amount of
U.S. Dollars so purchased is less than the sum originally due to any of the Lenders, in U.S.
Dollars, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate
obligation and notwithstanding any such judgment, to indemnify the Lenders against such loss.




     SECTION 8.13. Waiver of Jury Trial. EACH OF THE BORROWER AND EACH OF THE LENDERS
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
NOTES OR THE ACTIONS OF THE LENDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT
THEREOF.



     SECTION 8.14. Patriot Act Notice. Each Lender to which the Patriot Act applies and
the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan
Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and
record information that identifies each Loan Party, which information includes the name and address
of such Loan Party and other information that will allow such Lender or the Administrative Agent,
as applicable, to identify such Loan Party in accordance with the Patriot Act. The Borrower shall,
and shall cause each of its Subsidiaries to, provide, to the extent commercially reasonable, such
information and take such actions as are reasonably requested by the Administrative Agent or any
Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with
the Patriot Act.



SECTION 8.15. No Novation, Etc. 




67









 








          (a) The terms and conditions of the Original Agreement are amended as set forth herein, and
restated in their entirety and superseded by, this Agreement. Nothing in this
Agreement shall be deemed to be a novation (novación) of any of the obligations under the
Original Agreement. Notwithstanding any provision of this Agreement or any other document or
instrument executed in connection herewith, the execution and delivery of this Agreement and the
incurrence of obligations hereunder shall be in substitution for, but not in payment of, the
obligations owed by the Loan Parties under the Original Agreement.




          (b) From and after the execution of this Agreement, each reference to the “Agreement”, “Credit
Agreement” or other reference originally applicable to the Original Agreement contained in any Loan
Document shall be a reference to this Agreement, as amended, supplemented, restated or otherwise
modified from time to time.




68









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 	 	 
	 	 	COMUNICACIONES NEXTEL DE MÉXICO, S.A. DE C.V.

as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 







 









 








	 	 	 	 	 	 	 
	 	 	CITIBANK, N.A. 

as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 











 









 











	 	 	 	 	 	 	 
	 	 	CITIGROUP GLOBAL MARKETS, INC.

as Bookrunner and Lead Arranger	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 






 









 






	 	 	 	 	 	 	 
	 	 	SCOTIABANK INVERLAT, S.A.

as Bookrunner, Syndication Agent and Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 











 









 











	 	 	 	 	 	 	 
	 	 	ABN AMRO BANK N.V.

as Bookrunner, Documentation Agent and Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 











 









 











	 	 	 	 	 	 	 
	 	 	[LENDER]

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 







 










 







SCHEDULE I

COMMITMENTS AND APPLICABLE LENDING OFFICES




TRANCHE A-1 COMMITMENTS




	 	 	 	 	 
	 	 	TRANCHE A-1	 	 
	TRANCHE A-1 BANK	 	COMMITMENT	 	APPLICABLE LENDING OFFICE
	ABN AMRO Bank N.V.

	 	US$19,200,000
	 	Gustav Mahlerlaan

10 - 1082 PP Amsterdam

The Netherlands
	 
	 	 	 	 
	Banco Nacional de
Comercio Exterior,
S.N.C.

	 	US$15,000,000
	 	Periferico Sur 4333, Piso 3

Col. Jardines en la Montana

Mexico, D.F.

CP 14210
	 
	 	 	 	 
	Bayerische Hypo- und
Vereinsbank A.G.

	 	US$19,200,000
	 	150 East 42nd Street

New York, NY

10017
	 
	 	 	 	 
	Citibank N.A., Nassau,
Bahamas Branch

	 	US$9,600,000
	 	Citibank Building, 4th Floor, 
Thompson Boulevard, Nassau,
Bahamas
	 
	 	 	 	 
	Export Development Canada

	 	US$24,000,000
	 	151 O’Connor Street

Ottowa, Canada

K1A 1K3
	 
	 	 	 	 
	Societe Generale

	 	US$14,400,000
	 	1221 Avenue of the Americas

New York, NY

10021
	 
	 	 	 	 
	Banco de Credito del Peru

	 	US$3,000,000
	 	121 Alhambra Plaza, Suite 1200

Coral Gables, FL 33134






 









 






TRANCHE A-2 COMMITMENTS




	 	 	 	 	 
	 	 	TRANCHE A-2	 	 
	TRANCHE A-2 BANK	 	COMMITMENT	 	APPLICABLE LENDING OFFICE
	The Bank of Nova Scotia

	 	US$4,000,000
	 	44 King Street West

Toronto, Ontario M5H 1H1,

Canada
	 
	 	 	 	 
	ABN AMRO Bank N.V.

	 	US$5,800,000
	 	Gustav Mahlerlaan

10 - 1082 PP Amsterdam

The Netherlands
	 
	 	 	 	 
	Export Development Canada

	 	US$1,000,000
	 	151 O’Connor Street

Ottowa, Canada

K1A 1K3
	 
	 	 	 	 
	BNP Paribas

	 	US$20,000,000
	 	787 Seventh Avenue

New York, NY

10019
	 
	 	 	 	 
	Bayerische Hypo- und
Vereinsbank A.G.

	 	US$5,800,000
	 	150 East 42nd Street

New York, NY

10017
	 
	 	 	 	 
	Societe Generale

	 	US$600,000
	 	1221 Avenue of the Americas

New York, NY

10021
	 
	 	 	 	 
	WestLB AG, New York Branch

	 	US$15,000,000
	 	1211 Avenue of the Americas

New York, NY

10036






 









 






TRANCHE B COMMITMENTS




	 	 	 	 	 
	 	 	PESOS	 	 
	 	 	EQUIVALENT OF	 	 
	 	 	THE TRANCHE B	 	APPLICABLE
	TRANCHE B BANK *	 	COMMITMENT	 	LENDING OFFICE
	Scotiabank
Inverlat, S.A.

	 	Ps$527,044,800
	 	Blvd. Manuel Avila

Camacho # 1, 18th fl.

Colonia Lomas de

Chapultepec

Mexico, D.F.

CP 11009
	 
	 	 	 	 
	Banco Nacional de

Mexico, S.A.,

integrante del Grupo

Financiero Banamex

	 	Ps$421,635,840
	 	Act. Roberto Medellin No

800 4 Sur

Col. Santa Fe

Mexico, D.F.

CP 01210








 




			
	*	 	If the Borrower or the Tranche B Banks reject the Fixed Rate determined pursuant to a Notice of
Borrowing prior to any Funding Date, the portion of the Tranche B Commitment to which such Notice
of Borrowing relates shall be, while such Loan is outstanding, a Tranche C-1 Commitment.




 









 










TRANCHE C-1 COMMITMENTS




	 	 	 	 	 
	 	 	PESOS	 	 
	 	 	EQUIVALENT	 	 
	 	 	OF THE TRANCHE C-1	 	APPLICABLE
	TRANCHE C-1 BANK	 	COMMITMENT	 	LENDING OFFICE
	HSBC Mexico, S.A.	 	Ps$67,200,000
	 	Reforma 156

Mezzanine

Col. Juarez

Mexico, D.F.

CP 06600








 




			
	*	 	Peso equivalents shall be determined by the Administrative Agent on the basis of the Exchange
Rate, 3 Business Days prior to each relevant Funding Date.




 









 










TRANCHE C-2 COMMITMENTS




	 	 	 	 	 
	 	 	PESOS EQUIVALENT	 	 
	 	 	OF THE TRANCHE C-2	 	APPLICABLE
	TRANCHE C-2 BANK	 	COMMITMENT	 	LENDING OFFICE
	Banco Nacional

de Mexico, S.A.,

intergrante del Grupo

Financiero Banamex

	 	Ps$257,359,500
	 	Act. Roberto Medellin No

800 4 Sur

Col. Santa Fe

Mexico, D.F.

CP 01210
	 
	 	 	 	 
	Scotiabank Inverlat,
S.A.

	 	Ps$142,977,500
	 	Blvd. Manuel Avila

Camacho # 1, 18th fl.

Colonia Lomas de

Chapultepec

Mexico, D.F.

CP 11009
	 
	 	 	 	 
	Banco Santander,

S..A. Institución de

Banca Múltiple, Grupo

Financiero Santander.

	 	Ps$171,573,000
	 	Prolongación Paseo de

la Reforma No. 500,

Piso 2, Módulo 206

Colonia Lomas de

Santa Fe

Delegación Alvaro

Obregón

C.P. 01219

México, D.F.
	 
	 	 	 	 
	HSBC Mexico, S.A.

	 	Ps$12,867,400
	 	Reforma 156

Mezzanine

Col. Juarez

Mexico, D.F.

CP 06600








 




			
	*	 	Peso equivalents shall be determined by the Administrative Agent on the basis of the Exchange
Rate, 4 Business Days prior to each relevant Funding Date.




 









 










SCHEDULE II

LIST OF SUBSIDIARY GUARANTORS




Inversiones Nextel de México, S.A. de C.V.




Servicios de Radiocomunicación Móvil de México, S.A. de C.V.




NII Telecom, S. de R.L. de C.V.




Teletransportes Integrales, S.A. de C.V.




Sistemas de Comunicaciones Troncales, S.A. de C.V.




 









 





SCHEDULE 2.08 (a)

CALCULATION OF THE DISCOUNT RATE





 









 








SCHEDULE 3.01 (c)

DISCLOSED LITIGATION




 









 








SCHEDULE 4.01 (j)

MATERIAL CONTRACTS




 









 








SCHEDULE 4.01 (s)

INTELLECTUAL PROPERTY




 









 








SCHEDULE 4.01 (u)

PROPERTY




 









 








SCHEDULE 4.01 (v)

CONCESSION TITLES




 









 








SCHEDULE 5.02(a)

EXISTING LIENS




 









 








EXHIBIT A-1

FORM OF TRANCHE A-1 NOTE





 









 








EXHIBIT A-2

FORM OF TRANCHE A-2 NOTE





 









 








EXHIBIT A-3

FORM OF TRANCHE A-3 NOTE





 









 








EXHIBIT B

FORM OF TRANCHE B NOTE





 









 








EXHIBIT C

FORM OF TRANCHE C-1 NOTE





 









 








FORM OF TRANCHE C-2 NOTE




 









 








EXHIBIT D

FORM OF

NOTICE OF BORROWING





 









 








EXHIBIT E

FORM OF

ASSIGNMENT AND ACCEPTANCE




 









 








EXHIBIT F

FORM OF SUBSIDIARY GUARANTY





 









 








EXHIBIT G

FORM OF

CONFIDENTIALITY AGREEMENT




 









 








EXHIBIT H

FORM OF

INCREASE COMMITMENT OPINION




[