ex4_20.htm


     

     

     

    Exhibit 4.20


    
      

    


    
      


    

    AMENDED
AND RESTATED

     

    CREDIT
AGREEMENT

     

    dated
as of November 30, 2006,

     

    as
amended and restated as of February 23, 2007,

     

    among

     

    AXTEL,
S.A.B. DE C.V.,

     

    as
Borrower,

     

    CERTAIN
SUBSIDIARIES OF THE BORROWER,

     

    as
Guarantors,

     

    


     

    VARIOUS
FINANCIAL INSTITUTIONS,

     

    as
Lenders,

     

    


     

    CITIBANK,
N.A.,

     

    as
the Administrative Agent,

     

    


     

    and

     

    


     

    BANCO
NACIONAL DE MEXICO, S.A.,

     

    INTEGRANTE
DEL GRUPO FINANCIERO BANAMEX,

     

    as
the Peso Agent

     

    _____________________________________________________________________

    


    CITIGROUP
GLOBAL MARKETS INC.,

    as
Sole Lead Arranger and Bookrunner

    


    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      
        
          	 
      	
                  Page

                
	
                  ARTICLE
      I       DEFINITIONS                                                                                                                  

                	 
      
	
                  SECTION
      1.1 Certain Defined
      Terms                                                                                                             

                	
                  1

                
	
                  SECTION
      1.2 Other Interpretive
      Provisions                                                                                                             

                	
                  22

                
	
                  SECTION
      1.3 Accounting
      Principles                                                                                                             

                	
                  23

                
	
                  ARTICLE
      II       THE
      CREDITS                                                                                                                  

                	
                  23

                
	
                  SECTION
      2.1 Amounts and Terms of
      Commitments                                                                                                             

                	
                  23

                
	
                  SECTION
      2.2
      Notes                                                                                                             

                	
                  23

                
	
                  SECTION
      2.3 Procedure for
      Borrowing                                                                                                             

                	
                  24

                
	
                  SECTION
      2.4
      Prepayments                                                                                                             

                	
                  24

                
	
                  SECTION
      2.5
      Repayment                                                                                                             

                	
                  25

                
	
                  SECTION
      2.6
      Interest                                                                                                             

                	
                  25

                
	
                  SECTION
      2.7
      Fees                                                                                                             

                	
                  26

                
	
                  SECTION
      2.8 Computation of Fees and
      Interest                                                                                                             

                	
                  26

                
	
                  SECTION
      2.9 Payments by Credit
      Parties                                                                                                             

                	
                  27

                
	
                  SECTION
      2.10 Sharing of Payments,
      Etc.                                                                                                             

                	
                  28

                
	
                  ARTICLE
      III       TAXES AND
      ILLEGALITY                                                                                                                  

                	
                  28

                
	
                  SECTION
      3.1
      Taxes                                                                                                           

                	
                  28

                
	
                  SECTION
      3.2
      Illegality                                                                                                           

                	
                  31

                
	
                  SECTION
      3.3 Increased Costs and Reduction of Return

                	
                  31

                
	
                  SECTION
      3.4 Funding
      Losses                                                                                                           

                	
                  32

                
	
                  SECTION
      3.5 Inability to Determine
      Rates                                                                                                           

                	
                  33

                
	
                  SECTION
      3.6 Certificates of the Lenders and
      Agents                                                                                                           

                	
                  34

                
	
                  SECTION
      3.7 Substitution of
      Lenders                                                                                                           

                	
                  34

                
	
                  SECTION
      3.8
      Survival                                                                                                           

                	
                  34

                
	
                  ARTICLE
      IV      CONDITIONS
      PRECEDENT                                                                                                                  

                	
                  34

                
	
                  SECTION
      4.1 Conditions Precedent to Amendment and Restatement

                	
                  34

                
	
                  SECTION
      4.2 Satisfaction of Conditions
      Precedent                                                                                                             

                	
                  38

                
	
                  ARTICLE
      V      REPRESENTATIONS AND
      WARRANTIES

                	
                  38

                
	
                  SECTION
      5.1 Representations and
      Warranties                                                                                                             

                	
                  38

                
	
                  ARTICLE
      VI     COVENANTS                                                                                                                  

                	
                  44

                
	
                  SECTION
      6.1 Affirmative
      Covenants                                                                                                             

                	
                  44

                
	
                  SECTION
      6.2 Negative
      Covenants                                                                                                             

                	
                  50

                
	
                  ARTICLE
      VII     DEFAULT/REMEDIES                                                                                                                  

                	
                  59

                
	
                  SECTION
      7.1
      Default/Remedies                                                                                                             

                	
                  59

                
	
                  SECTION
      7.2
      Acceleration                                                                                                             

                	
                  62

                
	
                  SECTION
      7.3 Rights Not
      Exclusive                                                                                                             

                	
                  63

                
	
                  ARTICLE
      VIII     THE
      AGENTS                                                                                                                  

                	
                  63

                
	
                  SECTION
      8.1 Appointment and
      Authorization                                                                                                             

                	
                  63

                
	
                  SECTION
      8.2 Delegation of
      Duties                                                                                                             

                	
                  63

                
	
                  SECTION
      8.3 No Liability of Agent-Related
      Persons                                                                                                             

                	
                  63

                
	
                  SECTION
      8.4 Reliance by the Agent-Related
      Persons                                                                                                             

                	
                  64

                
	
                  SECTION
      8.5 Notice of
      Default                                                                                                             

                	
                  64

                
	
                  SECTION
      8.6 Credit
      Decision                                                                                                             

                	
                  64

                
	
                  SECTION
      8.7 Indemnification of Agent-Related Persons

                	
                  65

                
	
                  SECTION
      8.8 The Agent-Related Persons in Their Individual Capacity

                	
                  65

                
	
                  SECTION
      8.9 Successor
      Agent                                                                                                             

                	
                  66

                
	
                  ARTICLE
      IX      GUARANTY                                                                                                                  

                	
                  66

                
	
                  SECTION
      9.1
      Guaranty                                                                                                             

                	
                  66

                
	
                  SECTION
      9.2 Guaranty
      Unconditional                                                                                                             

                	
                  67

                
	
                  SECTION
      9.3 Discharge only upon Payment in Full; Reinstatement in Certain
      Circumstances

                	
                   

                  67

                
	
                  SECTION
      9.4 Waiver by the
      Guarantors                                                                                                             

                	
                  67

                
	
                  SECTION
      9.5
      Subrogation                                                                                                             

                	
                  68

                
	
                  SECTION
      9.6 Stay of
      Acceleration                                                                                                             

                	
                  68

                
	
                  ARTICLE
      X      MISCELLANEOUS                                                                                                                  

                	
                  68

                
	
                  SECTION
      10.1 Amendments and
      Waivers                                                                                                             

                	
                  68

                
	
                  SECTION
      10.2
      Notices                                                                                                             

                	
                  69

                
	
                  SECTION
      10.3 No Waiver; Cumulative
      Remedies                                                                                                             

                	
                  71

                
	
                  SECTION
      10.4 Costs and
      Expense                                                                                                             

                	
                  71

                
	
                  SECTION
      10.5 Borrower
      Indemnification                                                                                                             

                	
                  72

                
	
                  SECTION
      10.6 Payments Set
      Aside                                                                                                             

                	
                  73

                
	
                  SECTION
      10.7 Successors and
      Assigns                                                                                                             

                	
                  73

                
	
                  SECTION
      10.8 Assignments, Participations,
      etc                                                                                                             

                	
                  73

                
	
                  SECTION
      10.9
      Set-off                                                                                                             

                	
                  75

                
	
                  SECTION
      10.10 Notification of Addresses, Lending Offices, Etc.

                	
                  75

                
	
                  SECTION
      10.11
      Counterparts                                                                                                             

                	
                  76

                
	
                  SECTION
      10.12
      Severability                                                                                                             

                	
                  76

                
	
                  SECTION
      10.13 Third Party
      Beneficiaries                                                                                                             

                	
                  76

                
	
                  SECTION
      10.14 Governing Law and
      Jurisdiction                                                                                                             

                	
                  76

                
	
                  SECTION
      10.15 Waiver of Jury
      Trial                                                                                                             

                	
                  78

                
	
                  SECTION
      10.16
      Judgment                                                                                                             

                	
                  78

                
	
                  SECTION
      10.17 Entire
      Agreement                                                                                                             

                	
                  79

                
	
                  SECTION
      10.18 Use of Names and
      Marks                                                                                                             

                	
                  79

                
	
                  SECTION
      10.19 Use of English
      Language                                                                                                             

                	
                  79

                
	
                  SECTION
      10.20 No Partnership,
      Etc.                                                                                                             

                	
                  79

                
	
                  SECTION
      10.21
      Confidentiality.                                                                                                             

                	
                  80

                


        

      



    
      
         


      

      
        -i-

        
          

        

      

      
         


      

    


    SCHEDULES

     

    SCHEDULE
2.1                                    Commitments
and Pro Rata Shares

    SCHEDULE
5.1(b)                               Consents
and Governmental Approvals Required for Financing

    SCHEDULE
5.1(c)                               Indebtedness
and Contingent Obligations

    SCHEDULE
5.1(f)                                Equity
Investments

    SCHEDULE
5.1(i)                                Governmental
Approvals

    SCHEDULE
5.1(l)                                Legal
Proceedings

    SCHEDULE
6.1(j)                                Released
Liens and Release Documentation

    SCHEDULE
6.1(k)(1)                          Material
Concessions

    SCHEDULE
6.1(k)(2)                         
Acquisition Documents

    SCHEDULE
6.2(a)(vii)                        Continuing
Existing Liens

    SCHEDULE
10.2                                  Lending
Offices; Addresses for Notices

    


    


    EXHIBITS

     

    EXHIBIT
A-1                                       Form
of Note for Dollar Loans

    EXHIBIT
A-2                                       Form
of Note for Peso Loans

    EXHIBIT
B                                           Form
of Notice of Borrowing

    EXHIBIT
C                                           Form
of Assignment Agreement

    EXHIBIT
D                                           Form
of Subsidiary Joinder Agreement

    EXHIBIT
E                                           Forms
of Opinions

    


     


    
      
         


      

      
        -ii-

        
          

        

      

      
         


      

    


    This
AMENDED AND
RESTATED CREDIT AGREEMENT is entered into as of November 30, 2006, as
amended and restated as of February 23, 2007 (this “Agreement”), among:
(a) AXTEL, S.A.B. DE C.V., a Mexican sociedad anónima bursátil de capital
variable (the “Borrower”), (b) CERTAIN
SUBSIDIARIES OF THE BORROWER, as Guarantors, (c) VARIOUS FINANCIAL
INSTITUTIONS, as lenders (the “Lenders”), (d) CITIBANK,
N.A., as the Administrative Agent (in such capacity, the “Administrative Agent”), and
(e) BANCO NACIONAL DE MEXICO, S.A., INTEGRANTE DEL GRUPO FINANCIERO BANAMEX, as
the Peso Agent (in such capacity, the “Peso Agent”).

     

    WHEREAS,
the Borrower and the Guarantors are party to the Credit Agreement, dated as of
November 30, 2006 (as heretofore amended, the “Existing Credit Agreement”),
with certain of the Lenders and Citicorp North America Inc., the Administrative
Agent and the Peso Agent;

     

    WHEREAS,
the Existing Loans were funded in accordance with the terms of the
Existing Credit Agreement in an aggregate amount of $110,225,133.28 in Dollar
Loans and P$1,042,362,416.67 in Peso Loans and it is not the intention of the
parties hereto to increase or vary such amount; and

     

    WHEREAS,
the Borrower, the Administrative Agent, the Peso Agent and the Lenders desire to
amend and restate the Existing Credit Agreement in order to, among other
matters, extend the Maturity Date to the Principal Payment Date in February,
2012, reduce the Applicable Base Rate Margin and Applicable Margin and reflect
the removal of Citicorp North America Inc. as a Lender and the addition of other
parties as Lenders hereunder (the “New Lenders”) with the
respective Commitments as indicated on Schedule 2.1.

     

    NOW,
THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained herein, the parties agree that as of the Restatement Date
(subject to satisfaction of the conditions precedent set forth in Article IV) (i)
the Existing Credit Agreement shall be amended and restated in its entirety as
follows, (ii) Citicorp North America Inc. shall no longer be a Lender hereunder
and (iii) the New Lenders shall be Lenders under the Existing Credit Agreement
as amended and restated hereby with the respective Commitments as indicated by
Schedule
2.1:

     

    ARTICLE
I

     

    DEFINITIONS

     

    SECTION
1.1 Certain
Defined Terms. As used in this Agreement, the following terms shall have
the following meanings:

     

    “Acquisition” shall mean the
acquisition by the Borrower in 2006 of all of the Capital Stock in Avantel and
substantially all of the assets and all of the Capital Stock of Avantel
Infraestructura and its Subsidiaries, pursuant to the acquisition agreements
described on Schedule 6.1(k)(2).

     

    “Acquisition Documentation”
shall mean the agreements relating to the Acquisition described on Schedule 6.1(k)(2).

     

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    “Additional Amounts” shall
have the meaning set forth in Section 3.1(b)(i).

     

    “Administrative Agent” shall
have the meaning set forth in the preamble.

     

    “Administrative Agent’s Payment
Office” shall mean, with respect to payment in Dollars, the address for
such payments to the Administrative Agent set forth on Schedule 10.2 or
such other address as the Administrative Agent may specify from time to time to
the other parties hereto.

     

    “Affected Lender” shall have
the meaning set forth in Section 3.7.

     

    “Affiliate” shall mean, as to
any Person, any other Person who is directly or indirectly Controlled by, under
common Control with or Controls such Person.

     

    “Agent” shall mean each of the
Administrative Agent and the Peso Agent.

     

    “Agent-Related Persons” shall
mean the Agents, any successor thereto in such capacity hereunder and the Lead
Arranger, together with their respective Affiliates or in their other
capacities, and the officers, directors, employees, counsel, agents and
attorneys-in-fact of any such Person(s).

     

    “Agreement” shall have the
meaning set forth in the preamble.

     

    “Applicable Base Rate Margin”
shall mean 0.50% per
annum.

     

    “Applicable Law” shall mean
any applicable statute, law, regulation, ordinance, rule, judgment, rule of
common law, order, decree, approval (including any Governmental Approval),
concession, grant, franchise, license, agreement, directive, guideline, policy,
requirement or other governmental restriction or any similar form of decision
of, or determination by (or any interpretation or administration of any of the
foregoing by), any Governmental Authority, whether in effect as of the
Restatement Date or thereafter (including any Environmental Law).

     

    “Applicable Margin” shall mean
1.50% per
annum.

     

    “Assignee” shall have the
meaning set forth in Section 10.8(a).

     

    “Assignment Agreement” shall
have the meaning set forth in Section 10.8(a).

     

    “Attorney Costs” shall mean
all fees and disbursements of any law firm or other external counsel (but of not
more than one firm or other external counsel for all Financing Parties per
jurisdiction at any time) or notarial fees.

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    “Auditors” shall mean KPMG
Cardenas Dosal, S.C. or a replacement thereof appointed by the Borrower and
approved by the Required Lenders; it being agreed that no such
approval shall be required if such replacement is a member company or Affiliate
of any one of the “Big Four” accounting firms.

     

    “Authorized Officer” shall
mean, with respect to any Person, its Chief Executive Officer (Director General), Chief
Financial Officer (Director de
Finanzas), Treasurer (Tesorero), Comptroller (Contralor) or any more senior
officer.

     

    “Avantel” shall mean Avantel,
S. de R.L. de C.V., a Mexican sociedad de responsabilidad limitada
de capital variable.

     

    “Avantel Companies” shall mean
Avantel, Avantel Infraestructura and their Subsidiaries as of the Closing
Date.

     

    “Avantel Infraestructura”
shall mean Avantel Infraestructura, S. de R.L. de C.V., a Mexican sociedad de responsabilidad limitada
de capital variable.

     

    “Avantel/Telmex IRU” shall
mean the indefeasible right to use certain telecommunications capacity pursuant
to an agreement between Avantel and Telmex originally entered into on January 2,
2006.

     

    “Banco de México Replacement Rate” shall have
the meaning set forth in Section 3.5(c).

     

    “Banamex” shall mean Banco
Nacional de México, S.A., integrante del Grupo Financiero Banamex, a sociedad anónima organized
under the laws of México and authorized to provide banking services in
México.

     

    “Base Rate” shall mean, for
any day, the higher of: (a) 0.50% per annum above the latest
Federal Funds Rate and (b) the rate of interest in effect for such day as
publicly announced from time to time by the Administrative Agent in the city in
which the Administrative Agent’s Payment Office is located as its “reference
rate.” The “reference rate” is a rate set based upon various factors, including
the Administrative Agent’s costs and desired return, general economic conditions
and other factors, and is used as a reference point for pricing some loans,
which may be priced at, above or below such announced rate. Any change in the
“reference rate” (occasionally referred to as the “prime rate”) announced by the
Administrative Agent shall take effect at the opening of business on the day
specified in the public announcement of such change.

     

    “Base Rate Loan” shall mean a
Dollar Loan that bears interest based upon the Base Rate.

     

    “Borrower” shall have the
meaning set forth in the preamble.

     

    “Business” shall mean any
business in which the Borrower or any of its Subsidiaries was engaged on the
Restatement Date and any business related, ancillary or complementary to such
business.

     

    “Business Day” shall mean any
day other than a Saturday or Sunday and: (a) other than any other day on which
commercial banks in New York City, New York, the city in which the
Administrative Agent’s Payment Office is located (only with respect to the
determination of the Base Rate) or México City, México are authorized or
required by law to close, and (b) if the applicable Business Day relates to the
determination of LIBOR, shall mean a day on which dealings are carried on in the
London interbank eurodollar market.

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    “Capital Adequacy Regulation”
shall mean any guideline, request or directive of any central bank or other
Governmental Authority, or any other law, rule or regulation, whether or not
having the force of law, in each case regarding capital adequacy of any bank (or
similar entity) or of any Person controlling a bank (or similar
entity).

     

    “Capitalized Lease
Obligations” shall mean, with respect to any Person, all outstanding
obligations of such Person in respect of Capital Leases, taken at the
capitalized amount thereof accounted for as indebtedness in accordance with
GAAP.

     

    “Capital Lease” shall mean any
lease of any Property (whether real, personal or mixed) by any Person as lessee
that, in conformity with GAAP, is required to be accounted for as a capital
lease on the balance sheet of such Person.

     

    “Capital Stock” shall mean any
capital stock (including preferred stock) issued by a corporation or similar
ownership interests (including partes sociales and
partnership interests) in any Person.

     

    “Change of Control” shall mean
the occurrence of any of the following events:

     

    (a) if
any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act), other than one or more Permitted Holders, is or becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
for purposes of this clause (a): (i)
such person shall be deemed to have “beneficial ownership” of all shares that
such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time, and (ii) such person shall not be
deemed to have “beneficial ownership” of any shares solely as a result of a
voting or similar agreement entered into in connection with a merger agreement
or asset sale agreement), directly or indirectly, of more than 35% of the total
voting power of the Voting Stock of the Borrower; provided, however, that Permitted
Holders beneficially own (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act), directly or indirectly, in the aggregate a lesser percentage of the total
voting power of the Voting Stock of the Borrower than such other person and do
not have the right or ability by voting power, contract or otherwise to elect or
designate for election a majority of the Board of Directors of the Borrower (for
the purposes of this clause (a), such
other person shall be deemed to beneficially own any Voting Stock of a specified
person held by a parent entity, if such other person is the beneficial owner,
directly or indirectly, of more than 35% of the voting power of the Voting Stock
of such parent entity and the Permitted Holders beneficially own, directly or
indirectly, in the aggregate a lesser percentage of the voting power of the
Voting Stock of such parent entity and do not have the right or ability by
voting power, contract or otherwise to elect or designate for election a
majority of the board of directors of such parent entity),

     

    (b)
individuals who on the Restatement Date constituted the Board of Directors of
the Borrower (together with any new directors whose election by such Board of
Directors or whose appointment or nomination for election by the shareholders of
the Borrower was approved by a vote of a majority of the directors of the
Borrower then still in office who were either directors on the Restatement Date
or whose appointment, election or nomination for election was approved directly
or indirectly by the Permitted Holders or by directors previously so approved)
cease for any reason to constitute a majority of the Board of Directors of the
Borrower then in office,

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (c) the
adoption of a plan relating to the liquidation or dissolution of the Borrower;
provided, however, that this clause (c) shall
not be applicable to: (i) a Guarantor consolidating with, merging into or
transferring all or part of its Properties to the Borrower or (ii) the Borrower
merging with an Affiliate of the Borrower solely for the purpose and with the
sole effect of reincorporating the Borrower in another jurisdiction,
or

     

    (d) the
merger or consolidation of the Borrower with or into another Person or the
merger of another Person with or into the Borrower, or the sale of all or
substantially all the Property of the Borrower (determined on a consolidated
basis) to another Person other than a transaction in which holders of securities
that directly or indirectly represented 100% of the Voting Stock of the Borrower
immediately prior to such transaction (or other securities into which such
securities are converted as part of such merger or consolidation transaction)
own directly or indirectly at least a majority of the voting power of the Voting
Stock of the transferee Person or the surviving Person in such merger or
consolidation transaction immediately after such transaction.

     

    “Closing Date” shall mean
December 4, 2006.

     

    “Code” shall mean the Internal
Revenue Code of 1986 of the United States and the regulations promulgated and
rulings issued thereunder.

     

    “COFETEL” shall mean the Comisión Federal de
Telecomunicaciones, an agency of the SCT.

     

    “Commitments” shall mean the
Dollar Commitments and the Peso Commitments.

     

    “Communications” shall have
the meaning set forth in Section 10.2(d).

     

    “Consolidated Basis” shall
mean, initially, the combined Financial Statements of the Borrower and its
Subsidiaries (including the Avantel Companies) and for periods in which the
Avantel Companies are consolidated with the Borrower, the consolidated Financial
Statements of the Borrower and its Subsidiaries, in each case, where applicable,
excluding the Unrestricted Subsidiaries but including Immaterial Subsidiaries,
even if not Guarantors.

     

    “Consolidated EBITDA” shall
mean, for any period (on a Consolidated Basis for the Borrower and its
Subsidiaries determined in accordance with GAAP): (a) the income from operations
for such period plus
(b) depreciation of fixed or capital assets and amortization of intangibles and
leasehold improvements for such period included in the calculation of income
from operations.

     

    “Consolidated EBITDA to Interest
Ratio” shall mean, at any date of determination, the ratio (expressed as
a decimal) of: (a) Consolidated EBITDA (determined excluding the Unrestricted
Subsidiaries but including the Immaterial Subsidiaries even if not Guarantors)
divided by (b) the
Consolidated Interest Expense, in each case determined for the four most recent
fiscal quarters ending on or before such date (as applicable, determined on a
pro forma basis as if
the Acquisition had occurred at the beginning of such four fiscal quarter
period).

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

     

    “Consolidated Indebtedness”
shall mean, as of any date of determination, all Indebtedness (including the
Loans) of the Borrower and its Restricted Subsidiaries determined on a
Consolidated Basis.

     

    “Consolidated Interest
Expense” shall mean, for any period, all interest, fees, premia and
similar payments payable by the Borrower and its Restricted Subsidiaries with
respect to Indebtedness (including the Loans) and/or Contingent Obligations
during such period, determined on a Consolidated Basis, in accordance with GAAP,
and when determined for a future period, assuming no unscheduled reduction in
principal, increase in Indebtedness or Contingent Obligations or change in
applicable interest rates.

     

    “Consolidated Senior
Indebtedness” shall mean Consolidated Indebtedness excluding Permitted
Subordinated Indebtedness.

     

    “Consolidated Senior Indebtedness to
EBITDA Ratio” shall mean, at any date of determination, the ratio
(expressed as a decimal) of: (a) Consolidated Senior Indebtedness as at such
date divided by (b)
Consolidated EBITDA (determined excluding the Unrestricted Subsidiaries but
including the Immaterial Subsidiaries even if not Guarantors) for the four most
recent fiscal quarters ending on or before such date (as applicable, determined
on a pro forma basis as
if the Acquisition had occurred at the beginning of such four fiscal quarter
period).

     

    “Consolidated Total Indebtedness to
EBITDA Ratio” shall mean, at any date of determination, the ratio
(expressed as a decimal) of: (a) Consolidated Indebtedness as at such date divided by (b) Consolidated
EBITDA (determined excluding the Unrestricted Subsidiaries but including the
Immaterial Subsidiaries even if not Guarantors) for the four most recent fiscal
quarters ending on or before such date (as applicable, determined on a pro forma basis as if the
Acquisition had occurred at the beginning of such four fiscal quarter
period).

     

    “Contingent Obligation” shall
mean (without duplication): (a) the face amount of all letters of credit,
performance bonds and similar instruments, including fianzas (excluding any such
amounts for which a reimbursement obligation exists and any such instrument to
the extent it secures the payment of Indebtedness), (b) a guarantee, an
indemnity obligation in respect of a guarantee or performance bond (including a
fianza), an endorsement
or an aval, (c) all
liabilities secured by any Lien on any Property of the applicable Person,
whether or not such liabilities have been assumed by such Person, (d) a
contingent agreement to purchase or to furnish funds for the payment or
maintenance of, or otherwise to be or become contingently liable under or with
respect to, any Indebtedness, other obligations, net worth, working capital or
earnings of any Person, (e) a guarantee of the payment of dividends or other
distributions upon the Capital Stock of any Person, (f) an agreement to
purchase, sell or lease (as lessee or lessor) Property or services, primarily in
each case for the purpose of enabling a debtor to make payment of its
obligations, or (g) an agreement to assure a creditor against loss; in each case including
causing a bank or other Person to issue a letter of credit or other similar
instrument for the benefit of any Person, but excluding endorsement for
collection or deposit in the ordinary course of business. The amount of any
Contingent Obligation of any Person shall be deemed to be an amount equal to the
stated or determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as determined in good faith.

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    “Control” of any Person shall
mean possession, directly or indirectly, of the power 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.

     

    “Covered Taxes” shall have the
meaning set forth in Section 3.1(a).

     

    “Credit Party” shall mean the
Borrower or a Guarantor.

     

    “Credit Party Affiliate” shall
mean an Affiliate of a Credit Party.

     

    “Customer Premises Equipment”
shall mean equipment owned by the Borrower or a Restricted Subsidiary that is
either leased or sold on an installment basis to a customer of the Borrower or
such Restricted Subsidiary in connection with the provision of
telecommunications services to such customer by the Borrower or a Restricted
Subsidiary.

     

    “Default” shall have the
meaning set forth in Section 7.1.

     

    “Default Rate” shall mean, at
any time of determination: (a) with respect to Dollar Loans, the interest
rate(s) then applicable to such Dollar Loans plus 2% per annum, and (b) with
respect to Peso Loans: (i) two multiplied by (ii) the Peso
Rate, and (c) with respect to other Obligations, the Base Rate plus the Applicable Base Rate
Margin plus 2% per annum.

     

    “Disqualified Stock” shall
mean, with respect to the Borrower, any Capital Stock that by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable at the option of the holder) or upon the happening of any
event:

     

    (a)
matures or is mandatorily redeemable (other than redeemable only for Capital
Stock of the Borrower that is not itself Disqualified Stock) pursuant to a
sinking fund obligation or otherwise,

     

    (b) is
convertible or exchangeable at the option of the holder for Indebtedness or
Disqualified Stock, or

     

    (c) is
mandatorily redeemable or must be purchased upon the occurrence of certain
events or otherwise, in whole or in part,

     

    in each
case on or prior to the first anniversary of the Maturity Date; provided, however, that any Capital
Stock that would not constitute Disqualified Stock but for provisions thereof
giving holders thereof the right to require such Person to purchase or redeem
such Capital Stock upon the occurrence of an “asset sale” or “change of control”
occurring prior to the first anniversary of the Maturity Date shall not
constitute Disqualified Stock if any such requirement only becomes operative
after the repayment in full of the Obligations.

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    The
amount of any Disqualified Stock that does not have a fixed redemption,
repayment or repurchase price shall be calculated in accordance with the terms
of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid
or repurchased on any date on which the amount of such Disqualified Stock is to
be determined pursuant to this Agreement; provided, however, that if such
Disqualified Stock could not be required to be redeemed, repaid or repurchased
at the time of such determination, then the redemption, repayment or repurchase
price shall be the book value of such Disqualified Stock as reflected in the
most recent Financial Statements of such Person.

     

    “Dollar Commitment” shall
mean, with respect to each Lender providing such a commitment, the Dollar amount
set forth opposite its name on Schedule 2.1
under the heading “Dollar Commitments.”

     

    “Dollar Lender” shall mean a
Lender with a Dollar Commitment or Dollar Loan.

     

    “Dollar Loans” shall mean the
Loans in Dollars provided to the Borrower by the Lenders with Dollar
Commitments.

     

    “Dollar/Peso Equivalent” shall
mean, with respect to any monetary amount in Dollars or Pesos, at any time of
determination thereof, the amount of Pesos or Dollars (as applicable) determined
by the Administrative Agent by converting either such currency into the other
currency at the Exchange Rate.

     

    “Dollars” or “$” or “US$” shall mean the lawful
currency of the United States of America.

     

    “Dollar Tranche” shall mean
the portion of the funding provided pursuant to the Commitments denominated in
Dollars.

     

    “Eligible Assignee” shall
mean: (a) a Mexican Financial Institution, (b) an Export Credit Agency or (c) a
Foreign Financial Institution resident in a jurisdiction that is party to a
treaty with México for the avoidance of double taxation entitled to the benefits
of such treaty and to the reduced rate established in such treaty for the type
of interest granted therein; provided that no Credit Party
or Subsidiary may be an Eligible Assignee.

     

    “Environmental Law” shall mean
any federal, national, multilateral, state, local or other law, statute, common
law duty, rule, regulation, ordinance or code, together with any administrative
order, directed duty, request, license, authorization and permit of, and
agreement with, any Governmental Authority, in each case relating to
environmental, health, safety and/or land use matters.

     

    “ERISA” shall mean the
Employee Retirement Income Security Act of 1974 of the United States and the
regulations promulgated and rulings issued thereunder.

     

    “ERISA Affiliate” shall mean
each person (as defined in Section 3(9) of ERISA) who together with the
Borrower or any Subsidiary would be deemed to be a “single employer:” (a) within
the meaning of Section 414(b), (c), (m) or (o) of the Code or (b) as a
result of the Borrower or any Subsidiary being or having been a general partner
of such person.

     

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    “ERISA Plan” shall mean: (a)
any pension plan (as defined in Section 3(2) of ERISA), that is maintained
or contributed to by (or to which there is an obligation to contribute of) any
Credit Party or an ERISA Affiliate and (b) each such plan for the five year
period after the latest date on which any Credit Party or an ERISA Affiliate
maintained, contributed to or had an obligation to contribute to such
plan.

     

    “Exchange Rate” shall mean, 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 or a substitute rate therefor, then
the Exchange Rate shall be calculated by using the Peso/Dollar spot exchange
rate (if any) published by Banamex as of the close of business on the preceding
Mexican Business Day.

     

    “Excluded Taxes” shall have
the meaning set forth in Section
3.1(a).

     

    “Existing Credit Agreement”
shall have the meaning set forth in the recitals.

     

    “Existing Lenders” shall mean
the following Lenders:  Citicorp North America Inc., Banamex, Comerica
Bank and HSBC México, S.A. Institución de Banca Múltiple Grupo Financiero
HSBC.

     

    “Existing Loans” shall have
the meaning set forth in Section
2.3(b).

     

    “Export Credit Agency” shall
mean 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 Hacienda for purposes of the Rule 3.21.2 of the
Resolución Miscelánea Fiscal
for the year 2006 and Article 196-II of the Mexican Income Tax Law (or
any successor provision).

     

    “Expropriation Event” shall
mean: (a) any condemnation, nationalization, rescate, temporary seizure,
seizure, expropriation or similar act by (or on behalf of) a Governmental
Authority of all or a material part of the Network and/or the other Property of
the Borrower or any Subsidiary and/or of its Capital Stock, (b) any assumption
by (or on behalf of) a Governmental Authority of control of all or a material
part of the Property or business operations of the Borrower or any Subsidiary
and/or of its Capital Stock, (c) any taking of any action by (or on behalf of) a
Governmental Authority for the dissolution or disestablishment of the Borrower
or any Subsidiary, (d) any taking of any action by (or on behalf of) a
Governmental Authority that would prevent the Borrower and its Subsidiaries from
carrying on their business or operations or a substantial part thereof or (e)
any other act or series of acts attributable to a Governmental Authority; that
in respect of the foregoing clauses (a)
through (e)
individually or in the aggregate, in the reasonable judgment of the Required
Lenders, has resulted in, or could reasonably be expected to result in, a
Material Adverse Change.

     

    “Federal Funds Rate” shall
mean, for any day, the rate set forth in the weekly statistical release
designated as H.15(519), or any successor publication, published by the Federal
Reserve Bank of New York on the preceding New York Business Day opposite the
caption “Federal Funds (Effective)”; or, if for any relevant day such rate is
not so published on any such preceding New York Business Day, then the rate for
such day shall be the arithmetic mean as determined by the Administrative Agent
of the rates for the last transaction in overnight Federal funds arranged before
9:00 a.m. (New York City time) on that day by each of three leading brokers
of Federal funds transactions in New York City selected by the Administrative
Agent.

     

     

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    “Federal Reserve Board” shall
mean the Board of Governors of the Federal Reserve System of the United States
and any Governmental Authority succeeding to any of its functions.

     

    “Federal Telecommunications
Law” shall mean the Mexican Federal Telecommunications Law (Ley Federal de
Telecomunicaciones), adopted in June 1995.

     

    “Financial Statements” shall
mean, with respect to any Person, such Person’s quarterly or annual balance
sheet and statements of income, stockholders’ equity and cash flows for such
fiscal period and for the period from the beginning of the then-current Fiscal
Year to the end of such period, together with all notes thereto and with
comparable figures for the corresponding period of the previous Fiscal Year. In
the Credit Parties’ case, unless otherwise specified, all such Financial
Statements shall be prepared on a Consolidated Basis.

     

    “Financing Documents” shall
mean this Agreement, the Notes and the fee letter described in Section 2.7;
it being understood
that such fee letter is confidential and shall not be distributed to any Person
other than the parties thereto and their representatives or as otherwise
permitted under such fee letter and that all fees payable under such letter
(other than the Administrative Agency Fee, of which the first quarterly
installment has been paid) have been paid by the Borrower.

     

    “Financing Parties” shall mean
the Agents and the Lenders.

     

    “Fiscal Year” shall mean a
calendar year.

     

    “Foreign Financial
Institution” shall mean a bank or
financial institution which is (or its main office is, if lending through a
branch or agency) registered in Book I (Libro I) Section 1 (Sección 1) 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 Hacienda for purposes of
Rule 3.21.2 of the Resolución Miscelánea Fiscal
for the year 2006 and Article 195-I of the Mexican Income Tax Law (or any
successor provisions).

     

    “Foreign Investment Law” shall
mean the Mexican Foreign Investment Law (Ley de Inversión
Extranjera).

     

    “GAAP” shall mean generally
accepted accounting principles in Mexico in effect from time to time, applied on
a consistent basis both as to classification of items and amounts.

     

    “Governmental Approval” shall
mean the Material Concessions and any other action, order, authorization,
consent, approval, right, franchise, license, lease, ruling, permit, tariff,
rate, certification, exemption, filing or registration by or with any
Governmental Authority.

     

     

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    “Governmental Authority” shall
mean any government, governmental department, commission, board, bureau, agency,
regulatory authority, instrumentality, judicial or administrative body,
domestic, foreign or multilateral, federal, state, local or otherwise, having
jurisdiction over the matter(s) in question.

     

    “Guarantors” shall mean the
Subsidiaries of the Borrower (other than the Immaterial Subsidiaries and the
Unrestricted Subsidiaries).

     

    “Hacienda” shall mean the
Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito
Público), a ministry of the Mexican government.

     

    “Hedging Agreement” shall mean
any agreement, whether or not in writing, relating to any transaction that is a
rate swap, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap or option, bond, note or bill option,
interest rate option, forward foreign exchange transaction, cap, collar or floor
transaction, currency swap, cross-currency rate swap, swaption, currency option
or any other, similar transaction (including any option to enter into any of the
foregoing) or any combination of the foregoing, and, unless the context
otherwise clearly requires, any master agreement relating to or governing any or
all of the foregoing.

     

    “Immaterial Subsidiary” shall
mean at any time any Subsidiary of the Borrower that meets the following
criteria at such time: (a) such Subsidiary is Telecom Networks, Inc.,
Instalaciones y Contrataciones S.A. de C.V., Impulsora e Inmobiliaria Regional
S.A. de C.V., Servicios Axtel S.A. de C.V., Conectividad Inalámbrica 7GHZ, S. de
R.L., Avantel Recursos S.A. de C.V., Avantel Telecomunicaciones S.A. de C.V.,
Avantel Equipos S.A. de C.V., Avantel Servicios S.A. de C.V. or any other
Subsidiary of the Borrower designated in writing by the Borrower to the
Administrative Agent as an Immaterial Subsidiary, (b) at all times such
Subsidiary’s portion of Consolidated EBITDA is less than 5% of the Consolidated
EBITDA of the Borrower and its Subsidiaries for the four fiscal quarter period
most recently ended, (c) such Subsidiary holds less than 5% of the consolidated
assets of the Borrower and its Subsidiaries on a Consolidated Basis, (d) the
loss of the Properties held by such Subsidiary, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Change, (e) such Subsidiary does not hold a Material Concession, and (f) the
designation of such Subsidiary as an Immaterial Subsidiary has not been
withdrawn by the Borrower in accordance with Section 6.2(j)(iii).
The Immaterial Subsidiaries are Restricted Subsidiaries but not
Guarantors.

     

    “Indebtedness” shall mean, for
any Person (without duplication):

     

    (a)
indebtedness for borrowed money,

     

    (b)
obligations evidenced by bonds, debentures, notes, commercial paper, bills of
exchange or other instruments (other than rental obligations under operating
leases, whether or not evidenced by notes),

     

    (c)
obligations to pay the deferred purchase price of Property or services
(excluding trade accounts not in default and payable in the ordinary course of
business within 180 days of the furnishing of the goods or
services),

     

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    (d)
reimbursement obligations of such Person that are due and payable in respect of
letters of credit, performance bonds or similar instruments, including fianzas,

     

    (e) all
liabilities secured by any Lien on any Property of such Person, whether or not
such liabilities have been assumed by such Person,

     

    (f)
Capitalized Lease Obligations (other than the Avantel/Telmex IRU),

     

    (g) net
obligations in respect of any interest rate protection agreement or any currency
swap, cap or collar agreement or similar arrangement entered into by such Person
providing for the transfer or mitigation of interest rate, currency or other
risks either generally or under specific contingencies (but without regard to
any notional principal amount relating thereto), and

     

    (h)
Contingent Obligations relating to any of the foregoing
Indebtedness.

     

    “Indemnified Liabilities”
shall have the meaning set forth in Section 10.5.

     

    “Indemnified Person”shall have
the meaning set forth in Section 10.5.

     

    “Information” shall have the
meaning set forth in Section
10.21.

     

    “Information Memorandum” shall
mean the Confidential Information Memorandum, dated January 2007, prepared by
the Credit Parties in connection with the syndication of the Loans.

     

    “Interest Period” shall mean
with respect to any Loan: (i) with respect to Dollar Loans, the period from the
end of the preceding Interest Period (or, in the case of the first Interest
Period, the Restatement Date) to the corresponding day of the month one or three
months thereafter, as selected by the Borrower, provided that if an Interest
Period would end on a day that is not a Business Day, it shall end on the next
succeeding Business Day unless such day falls in the next succeeding calendar
month in which case the Interest Period shall end on the next preceding Business
Day, provided further
that no Interest Period may end after the Maturity Date or after the first
Principal Payment Date occurring after the commencement of such Interest Period
and (ii) with respect to Peso Loans, the period from the end of the preceding
Interest Period (or, in the case of the first Interest Period, the Restatement
Date) to the 28th day of
the following calendar month; provided that if an Interest
Period would end on a day that is not a Business Day, it shall end on the next
succeeding Business Day unless such day falls in the next succeeding calendar
month in which case the Interest Period shall end on the next preceding Business
Day.

     

    “Investment” in any Person
shall mean (without duplication): (a) the acquisition (whether for cash,
securities, other Property, services or otherwise) or holding of Capital Stock
or Indebtedness of such Person, or any agreement to make any such acquisition or
to make any capital contribution to such Person, and (b) the making of any
deposit with, or provision of Indebtedness to, such Person.

     

    “Judgment Currency” shall have
the meaning set forth in Section 10.16(a).

     

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

     

    “Judgment Currency Conversion
Date” shall have the meaning set forth in Section 10.16(a).

     

    “Lead Arranger” shall mean
Citigroup Global Markets Inc.

     

    “Lenders” shall have the
meaning set forth in the preamble.

     

    “Lending Office” shall mean,
as to any Lender, the office(s) of such Lender specified as its “Lending Office”
on Schedule 10.2 or
such other office(s) as such Lender from time to time may notify the Borrower
and the Administrative Agent in writing.

     

    “LIBOR” applicable to any
Interest Period shall mean:

     

    (a) the
arithmetic mean (rounded upwards, if necessary, to the next 1/100th of 1%) of
the offered rates for deposits in Dollars for a period equal (or substantially
equal) to such Interest Period quoted on the second Business Day before the
first day of such Interest Period, as such rates appear on the display
designated as page “LIBO” on the Reuters Monitor Money Rates Service (or such
other page as may replace the “LIBO” page on that service for the purpose of
displaying the London interbank offered rates of major banks) (the “Reuters Screen LIBO Page”) as
of 11:00 a.m. (London time) on such date, if at least two such offered
rates appear on the Reuters Screen LIBO Page, or

     

    (b) if,
as of 11:00 a.m. (London time) on any such date, such rate does not appear
on the Reuters Screen LIBO Page, then the arithmetic mean (rounded upwards, if
necessary, to the next 1/100th of 1%) of the rate for deposits in Dollars for a
period equal (or substantially equal) to such Interest Period that are offered
to the Administrative Agent by two or more leading banks in the London interbank
market;

     

    in each
case as determined by the Administrative Agent and notified to the Dollar
Lenders and the Borrower on such second prior Business Day (or, with respect to
any LIBOR Loans commencing on the Restatement Date, on the Restatement
Date).

     

    “LIBOR (Reserve Adjusted)”
shall mean, with respect to a LIBOR Loan for the relevant Interest Period, the
quotient (rounded upwards, if necessary, to the nearest 1/100th of 1%) of: (a)
LIBOR for such Interest Period divided by (b) one minus the Reserve Requirement
applicable to such Interest Period.

     

    “LIBOR Loan” shall mean a
Dollar Loan that bears interest based upon LIBOR (Reserve
Adjusted).

     

    “Lien” shall mean, with
respect to any Property of any Person, any mortgage, deed of trust,
hypothecation, security trust, fiduciary transfer of title, assignment by way of
security, lien, pledge, charge, sale and lease-back arrangement, easement,
servitude, servidumbre,
trust arrangement or security interest or encumbrance of any kind in respect of
such Property, or any preferential arrangement having the practical and/or
economic effect of constituting a security interest with respect to the payment
of any obligation with, or from the proceeds of, any Property of any kind (and a
Person shall be deemed to own subject to a Lien any Property that it has
acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, Capital Lease or other title retention agreement
relating to such Property). For the purpose of clarification, a Lien shall
include any sales (including “true sales”) of Property in connection with any
securitization or similar transaction.

     

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    “Loans” shall mean the Dollar
Loans and the Peso Loans.

     

    “Material Adverse Change”
shall mean: (a) a material adverse change in the operations, business and/or
condition (financial or otherwise) of the Credit Parties taken as a whole since
December 31, 2005, or (b) an impairment of the ability of the Credit
Parties to perform any of their respective material obligations under any
Financing Document.  For purposes hereof, a Material Adverse Change
shall not be deemed to have occurred to the extent that such change with respect
to the Credit Parties taken as a whole is as a result of a condition or event
related solely to the Avantel Companies and such condition or event was existing
prior to or as of the time of the Acquisition.

     

    “Material Concession” shall
mean the concessions of the Borrower and its Subsidiaries listed on Schedule 6.1(k)(1).

     

    “Material Document” shall mean
the Material Concessions and the Acquisition Documentation.

     

    “Material Obligations” shall
have the meaning set forth in Section 7.1(b).

     

    “Maturity Date” shall mean the
Principal Payment Date in February 2012.

     

    “Mexican Business Day” shall
mean any day other than a Saturday or Sunday and other than any other day on
which commercial banks in México City, México are authorized or required by law
to close.

     

    “Mexican Financial
Institution” shall mean a commercial bank organized under the Credit
Institutions Law (Ley de
Instituciones de Crédito) of México.

     

    “México” shall mean the United
Mexican States.

     

    “Moody’s” shall mean Moody’s
Investors Service, Inc.

     

    “Net Worth” shall mean the
consolidated net worth of the Credit Parties, determined on a Consolidated
Basis.

     

    “Network” shall mean the
public telecommunications network (red pública de
telecomunicaciones) (including the fiber optic cable, cable border
crossings, interconnection points, switching centers and operating and office
support systems and facilities) of the Credit Parties for the provision of
telecommunications services (including any special or value-added
telecommunications services) that the Credit Parties may offer from time to
time.

     

    “New Lenders” shall have the
meaning set forth in the recitals.

     

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    “New York Business Day” shall
mean any day other than a Saturday or Sunday and other than any other day on
which commercial banks in New York City, New York are authorized or required by
law to close.

     

    “Non-U.S. Pension Plan” shall
mean any plan, fund (including any superannuation fund) or other similar program
established or maintained outside the United States of America by the Borrower
or any Restricted Subsidiary primarily for the benefit of employees of the
Borrower or any Restricted Subsidiary residing outside the United States of
America, which plan, fund or other similar program provides (or results in)
retirement income, a deferral of income in contemplation of retirement or
payments to be made upon termination of employment, and which plan is not
subject to ERISA or the Code.

     

    “Note” shall mean a
non-negotiable promissory note (pagaré no negociable)
executed by the Borrower (and executed por aval by the Guarantors)
in favor of a Lender pursuant to Section 2.2,
substantially in the form of Exhibit A-1 (for
Dollar Loans) or Exhibit A-2 (for
Peso Loans).

     

    “Notice of Borrowing” shall
mean a notice to the Administrative Agent substantially in the form of Exhibit B.

     

    “Notice Office” shall mean the
office of the Administrative Agent identified on Schedule 10.2 as
its office for notices or such other office as the Administrative Agent may
specify from time to time to the other parties hereto.

     

    “Obligations” shall mean all
loans, advances, debts, liabilities and other payment obligations of every kind
and description, howsoever arising, owed by a Credit Party under a Financing
Document (whether or not evidenced by any note or other instrument and whether
or not for the payment of money), direct or indirect, absolute or contingent,
due or to become due, now existing or hereafter arising, including all interest,
fees, charges, expenses, Indemnified Liabilities and Attorney Costs payable by a
Credit Party.

     

    “Ordinary Course of Business”
shall mean, with respect to any sale, assignment, transfer, conveyance, lease or
other disposition of any Property of the Borrower or any Restricted Subsidiary,
any such transaction that is in the ordinary course of business of the Borrower
or such Restricted Subsidiary and consistent with practices in the Mexican
telecommunications industry, including: (a) any single transaction (or series of
related transactions) relating to Property having a book value (under GAAP) of
$25,000,000 (or its equivalent in any other currency) or less, (b) leases and/or
sales of Customer Premises Equipment to customers, (c) divestitures of obsolete
assets and (d) sales or other dispositions of assets for the purpose of
upgrading or replacing such assets with assets of equal or greater value and
utility (so long as the replacement of such assets shall be effected
substantially contemporaneously with such sale or other disposition); provided that, except for
transactions described in clause (b), any
single such transaction (or series of related transactions) relating to Property
having a book value under GAAP in excess of $25,000,000 (or its equivalent in
any other currency) shall not be considered to be in the Ordinary Course of
Business.

     

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    “Organizational Documents”
shall mean, with regard to any Person: (a) its articles of incorporation or
other similar document, (b) its estatutos sociales, by-laws
or other similar document, (c) any certificate of designation or instrument
relating to the rights of preferred stockholders or other equity holders of such
Person, and (d) any stockholder rights agreement, registration rights agreement
or other similar agreement relating to such Person.

     

    “Other Taxes” shall mean any
present or future stamp, court or documentary taxes or any other excise or
property taxes or charges of a similar nature that are levied by any
Governmental Authority and that arise from any payment of any Obligations or
from the execution, delivery, performance, enforcement or registration of, or
otherwise with respect to, any Financing Document.

     

    “Participant” shall have the
meaning set forth in Section 10.8(c).

     

    “Payment Date” shall mean, as
to any Loan, the Business Day at the end of each Interest Period applicable
thereto (i.e., the
Business Day to which an Interest Period runs even though such Business Day is
not within such Interest Period).

     

    “Payment Office” shall mean,
with respect to payments in Dollars, the Administrative Agent’s Payment Office,
and with respect to payments in Pesos, the Peso Agent’s Payment
Office.

     

    “Permitted Acquisition” shall
mean the purchase or acquisition by the Borrower or a Restricted Subsidiary of
the Capital Stock or Properties of another Person or a business unit or other
integrated operations of another Person, which in each such case shall engage in
the Business; provided
that: (a) after giving effect to such purchase or acquisition of Capital Stock,
such Person shall be a wholly-owned Subsidiary of the Borrower, (b) immediately
before and after giving effect thereto, no Unmatured Default or Default then
exists or would result therefrom, and (c) the Borrower is in compliance with the
financial covenants set forth in Section 6.2(g),
calculated on a pro
forma basis (for a period, in the case of the ratios, of the four fiscal
quarters most recently ended for which Financial Statements have been prepared)
as though such purchase or acquisition had occurred at the beginning of such
period, as evidenced by a certificate of an Authorized Officer of the Borrower
delivered to the Administrative Agent demonstrating such
compliance.

     

    “Permitted Dollar Investments”
shall mean any of the following, denominated and payable in Dollars: (a)
securities issued or directly and fully guaranteed by the United States
government or any agency or instrumentality thereof with a maturity of less than
one year, (b) certificates of deposit and eurodollar time deposits with a
maturity of not later than six months, bankers’ acceptances with a maturity of
not later than six months and overnight bank deposits, in each case with any
U.S. commercial bank of recognized stature having capital and surplus in excess
of $500,000,000 and having a commercial paper rating (or the holding company
thereof having a commercial paper rating) of “A-1” or better by S&P or “P-1”
or better by Moody’s, and that is a member of the Federal Reserve System, (c)
commercial paper rated “A-1” or better by S&P or “P-1” or better by Moody’s
with a maturity of less than one year, (d) guaranteed investment contracts with
a maturity of less than one year and entered into with (or fully guaranteed by)
financial institutions whose long-term unsecured non-credit enhanced
indebtedness is rated “A-” or better by S&P or “A2” or better by Moody’s,
and (e) investments in money market funds having a rating from each of S&P
and Moody’s in the highest investment category granted thereby; provided that,
notwithstanding the foregoing, no Permitted Dollar Investments shall be
permitted with a maturity of later than the next Payment Date for any Loan
unless, after giving effect to such later maturing Permitted Dollar Investments,
other Permitted Dollar Investments having a maturity of not later than such next
Payment Date remain in an amount equal to the aggregate amount of the principal,
if any, and interest payment scheduled to be payable on such next Payment Date
for any Loan (determined using the interest rate(s) applicable to the Loans on
the date of determination as the interest rate(s) applicable until such next
Payment Date).

     

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    “Permitted Hedging
Obligations” shall mean obligations of a Person under Hedging Agreements
that are (or were) entered into by such Person in the ordinary course of
business for the purpose of directly mitigating risks associated with: (a) raw
materials purchases, (b) interest or currency exchange rates, (c) operating
expenses or other anticipated obligations of such Person or (d) other
liabilities, commitments or assets held or reasonably anticipated by such
Person, but not for speculative purposes.

     

    “Permitted Holders” shall
mean: (a) any Person that is an Affiliate of the Borrower prior to an event
giving rise to a Change of Control (and not established as an Affiliate in order
to effect what would otherwise be a Change of Control) and
(b) each of the following shareholders of the Borrower: Thomas Milmo Zambrano,
Ma. Luisa Santos de Hoyos, Alberto Santos de Hoyos, Tomás Milmo Santos, Impra
Café, S.A. de C.V., Alberto Garza Santos, David Garza Santos, Federico Garza
Santos, Marcela Garza Santos, Yolanda Garza Santos, Blackstone Capital
Partners III Merchant Banking Fund, L.P., Blackstone Family Investment
Partnership III, L.P., New Hampshire Insurance Company, LAIF X sprl and
Citigroup, Inc., and their respective Affiliates, heirs, legal representatives
and successors.

     

    “Permitted Investments” shall
mean:

     

    (a) with
respect to Dollars, Permitted Dollar Investments, and

     

    (b) with
respect to Pesos, Investments in any of the following, denominated and payable
in Pesos:

     

    (i)
obligations with a maturity of less than one year that are direct obligations of
the Mexican government or of entities having the statutory guarantee of the
Mexican government, or obligations that are expressly and unconditionally
guaranteed by the Mexican government,

     

    (ii)
obligations with a maturity of less than one year of Mexican commercial banks of
recognized stature, supervised by the Mexican National Banking and Securities
Commission, with a capital and surplus of at least $250,000,000 (or its
equivalent in other currencies); provided that the aggregate
Investments of the Credit Parties in Mexican commercial banks not having Mexican
domestic ratings of AA+(mex) or above from Fitch and mxA+ or above from S&P
shall not exceed $25,000,000 (or its equivalent in Pesos) at any
time,

     

     

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    (iii)
commercial paper of Mexican corporations with a maturity of less than one year
and rated at least “A3” by Standard & Poor’s, S.A. de C.V., and

     

    (iv)
repurchase agreements with a maturity of less than one year, in each case
related to any of the Investments described in clauses (i)
through (iii),
and that are fully collateralized by such Investments, with any Mexican
commercial bank that meets the criteria outlined in clause (ii);
provided that the
aggregate amount invested in such repurchase agreements shall not exceed
$25,000,000 (or its equivalent in Pesos) at any time.

     

    “Permitted Joint
Venture/Partnership” shall mean a joint venture or partnership to which a
Credit Party is party; provided that at the time of,
and after giving effect to, any investment by such Credit Party in a joint
venture or partnership, such joint venture or partnership is (a) a Guarantor or
is an Unrestricted Subsidiary meeting the requirements of Section 6.2(j)(iv)
or (b) if such joint venture or partnership is neither a Guarantor nor an
Unrestricted Subsidiary, at least 80% of the Consolidated EBITDA of the Borrower
and its Subsidiaries on a pro
forma basis for the last four fiscal quarters is derived from Credit
Parties.

     

    “Permitted Lien” shall have
the meaning set forth in Section 6.2(a).

     

    “Permitted Refinancing” shall
mean a refinancing, refunding, renewal or extension of any Indebtedness, provided that: (a) the
principal amount of any such Indebtedness is not increased above the principal
amount thereof outstanding immediately prior to such refinancing, refunding,
renewal or extension, (b) the direct and contingent obligors with respect to
such Indebtedness are not changed, (c) such Indebtedness shall not be secured by
any Property other than the Property securing the Indebtedness being refinanced,
refunded, renewed or extended and (d) if Permitted Subordinated Indebtedness is
being refinanced, refunded, renewed or extended, then such Indebtedness shall be
subordinated to the Obligations at least to the same extent as the Permitted
Subordinated Indebtedness being refinanced, refunded, renewed or
extended.

     

    “Permitted Subordinated
Indebtedness” shall mean unsecured Indebtedness for borrowed money junior
to and subordinate to the Obligations on terms and conditions satisfactory to
the Required Lenders, including no principal payments thereon to be due prior to
the later of the first anniversary of the Maturity Date and payment in full of
the Obligations and no other payments to be made thereon if an Unmatured Default
or Default exists or would result therefrom.

     

    “Person” shall mean an
individual, partnership, joint venture, corporation, limited liability company,
trust, unincorporated organization, Governmental Authority or other entity of
whatever nature.

     

    “Peso Agent” shall mean
Banamex.

     

    “Peso Agent’s Payment Office”
shall mean, with respect to payments in Pesos, the address for such payments to
the Peso Agent set forth on Schedule 10.2 or
such other address as the Peso Agent may specify from time to time to the other
parties hereto.

     

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

     

    “Peso Commitment” shall mean,
with respect to each Lender providing such a commitment, the Peso amount set
forth opposite its name on Schedule 2.1
under the heading “Peso Commitments.”

     

    “Peso Lender” shall mean a
Lender with a Peso Commitment or a Peso Loan.

     

    “Peso Loans” shall mean the
Loans in Pesos provided to the Borrower by the Lenders with Peso
Commitments.

     

    “Peso Rate” applicable to any
Interest Period with respect to Peso Loans shall mean the Interbank Interest
Equilibrium Rate (Tasa de
Interés Interbancaria de Equilibrio) (the “TIIE”) for a designated
maturity of 28 days, as most recently calculated and published in the Federal
Official Gazette (Diario
Oficial de la Federación) by Banco de México on the
commencement of such Interest Period (and, if such date shall not be a Mexican
Business Day, the immediately preceding Mexican Business Day).

     

    “Pesos” or “P$” shall mean the lawful
currency of the United Mexican States.

     

    “Peso Tranche” shall mean the
portion of the funding provided pursuant to the Commitments denominated in
Pesos.

     

    “Platform” shall have the
meaning set forth in Section 10.2(d).

     

    “Principal Payment Date” shall
mean, (i) with respect to the Dollar Loans, the last Business Day of each
February, May, August and November, beginning with February 2010, until the
Maturity Date and (ii) with respect to the Peso Loans, the last Business Day of
each Interest Period, of each February, May, August and November, beginning with
February 2010, until the Maturity Date.

     

    “Process Agent” shall have the
meaning set forth in Section 4.1(h).

     

    “Property” shall mean any
right or interest in or to property, assets, rights or revenues of any kind
whatsoever, whether real, personal or mixed, whether existing or future and
whether tangible or intangible, including intellectual property.

     

    “Pro Rata Share” shall mean,
as to any Lender at any time, the percentage equivalent (expressed as a decimal,
rounded to the tenth decimal place, with .00000000005 rounded upward) at such
time of such Lender’s Loans and unused Commitments then outstanding divided by the combined Loans
and unused Commitments then outstanding of all Lenders; provided that if any such
determination is made with respect to a particular Tranche or type of
Commitment, then only the Loans and unused Commitments of the Lenders of such
Tranche or type of Commitment shall be considered; and provided further that,
for the purpose of such determination where both Tranches are combined, the Peso
Loans shall be calculated as if they were converted into Dollars at the Exchange
Rate as of the date of determination.

     

    “Register” shall have the
meaning set forth in Section 10.8(e).

     

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    “Release Documentation” shall
mean the documentation listed in Schedule 6.1(j)
providing for the termination and release of the Released Liens, in form and
substance satisfactory to the Administrative Agent.

     

    “Released Liens” shall mean
the Liens on the Properties described in Schedule 6.1(j)
which were terminated in accordance with the Existing Credit Agreement and as to
which the Borrower shall provide evidence thereof pursuant to Section 6.1(j).

     

    “Replacement Lender” shall
have the meaning set forth in Section 3.7.

     

    “Required Lenders” shall mean
Lenders holding more than 50% of the aggregate principal amount of the Loans and
unused Commitments then outstanding (or with respect to a single Tranche or type
of Commitment, more than 50% of the aggregate principal amount of the Loans and
unused Commitments outstanding under such Tranche or type of Commitment); provided that any Loans held
by any Credit Party or any Credit Party Affiliate shall not be considered in any
such determination (i.e., the Required Lenders,
including for the following proviso, shall be determined as if such Loans and
unused Commitments did not exist) and such holders shall not be entitled to vote
thereon; and provided
further that, for the purpose of such determination with respect to all
Loans under this Agreement, the Peso Loans shall be calculated as if they were
converted into Dollars at the Exchange Rate as of the date of
determination.

     

    “Reserve Requirement” shall
mean, relative to an Interest Period for a LIBOR Loan, the reserve percentage
(expressed as a decimal) equal to the maximum aggregate reserve requirement, if
any (including all basic, emergency, supplemental, marginal and other reserves
and taking into account any transitional adjustments or other scheduled changes
in reserve requirements), specified under regulations issued from time to time
by the Federal Reserve Board or other Governmental Authorities in any
jurisdiction and then applicable to assets or liabilities consisting of and
including “Eurocurrency liabilities,” as defined in Regulation D (or
applicable to similar liabilities under any successor or similar regulation in
any jurisdiction), having a term approximately equal to such Interest
Period.

     

    “Restatement Date” shall mean
the date on which all conditions set forth in Article IV are
satisfied.

     

    “Restricted Payment” shall
mean any payment or distribution by the Borrower or a Restricted Subsidiary,
directly or indirectly, whether in cash or other Property or in obligations of
the Borrower or such Restricted Subsidiary: (a) of any dividends on its Capital
Stock, (b) in respect of the purchase, acquisition, redemption, deduction, retirement, defeasance or
other acquisition for value of any of its Capital Stock or any warrants, rights
or options to acquire such Capital Stock, now or hereafter outstanding, (c) in
respect of the return of any capital to its stockholders as such, (d) in
connection with any distribution or exchange of assets in respect of its Capital
Stock, warrants, rights, options, obligations or securities to or with its
stockholders as such, (e) in return of any irrevocable capital contributions,
(f) other than the Obligations, in respect of any principal, interest, fees or
expenses relating to any Investment by any Credit Party Affiliates (including
Indebtedness of any Credit Party owing to any Credit Party Affiliate) or (g) in
respect of any Permitted Subordinated Indebtedness.

     

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    “Restricted Subsidiary” shall
mean a Subsidiary that is not an Unrestricted Subsidiary. For the purpose of
clarification, a Restricted Subsidiary need not be a Guarantor if it is an
Immaterial Subsidiary.

     

    “RPPC” shall mean the Public
Registry of Property and Commerce (Registro Público de Propiedad y
Comercio) of the corporate domicile of a Person organized under the laws
of México or of the location of a Property, as the case may be.

     

    “S&P” shall mean Standard
& Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc.

     

    “SCT” shall mean the Ministry
of Communication and Transportation (Secretaría de Comunicaciones y
Transportes), a ministry of the Mexican government.

     

    “SEC” shall mean the United
States Securities and Exchange Commission.

     

    “Solvent” shall mean, with
respect to any Person as of any date of determination, that, as of such date:
(a) the value of the assets of such Person (both at fair value and present fair
saleable value) is greater than the total amount of liabilities (including
contingent and unliquidated liabilities) of such Person, (b) such Person is able
to pay all liabilities of such Person as such liabilities mature, (c) such
Person does not have unreasonably small capital with which to conduct its
business and (d) such Person may not be declared in concurso mercantíl in
accordance with Articles 9, 10 and 11 of the Mexican Bankruptcy Law (Ley de Concursos
Mercantiles). In computing the amount of contingent or unliquidated
liabilities at any time, such liabilities shall be computed at the amount that,
in 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” shall mean, as to
any Person: (a) any other Person who is directly or indirectly Controlled by
such first Person or (b) any other Person at least 50% of the Voting Stock or
the Capital Stock of which is owned by such first Person; but, with respect to
the Borrower. For the purpose of the Financing Documents, any Person who is not
the Borrower but would be consolidated with the Credit Parties on a Consolidated
Basis shall be considered to be a Subsidiary of the Credit Party(ies) owning
Capital Stock therein. Unless otherwise expressly indicated herein, reference
herein to a Subsidiary refers to a Subsidiary of the Credit
Parties.

     

    “Subsidiary Joinder Agreement”
shall mean an agreement executed by a Guarantor in the form of Exhibit D.

     

    “Substitute Rate” shall have
the meaning set forth in Section 3.5(c).

     

    “Taxes” shall mean any present
and future tax, assessment, levy, impost, duty, deduction, fee, withholding or
other charge of whatever nature required by any Applicable Law (including any
penalties or similar amounts with respect thereto or with respect to the
non-payment thereof).

     

    “Telmex” shall mean Teléfonos
de México, S.A. de C.V. and its Affiliates, including TelNor.

     

     

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    “Telmex Network” shall mean
the telecommunications network owned and operated by Telmex in
México.

     

    “TelNor” shall mean Teléfonos
del Noroeste, S.A. de C.V.

     

    “TIIE” shall have the meaning
assigned thereto in the definition of “Peso Rate.”

     

    “Tranche” shall mean each of
the Dollar Tranche and the Peso Tranche.

     

    “Transaction Documents” shall
mean the Financing Documents and the Material Documents.

     

    “Type” shall mean a LIBOR Loan
or a Base Rate Loan.

     

    “United States” and “U.S.” shall each mean the
United States of America.

     

    “Unmatured Default” shall mean
any event or circumstance that, with the giving of notice, the expiration of any
grace period or both, would (if not cured, waived or otherwise remedied during
such time) constitute a Default.

     

    “Unrestricted Subsidiary”
shall mean at any time any Subsidiary of the Borrower that meets the following
criteria at such time: (a) such Subsidiary is a newly created or acquired
Subsidiary of the Borrower designated in writing by the Borrower to the
Administrative Agent as an Unrestricted Subsidiary, provided that after giving
effect to such designation the Borrower is in compliance with Section 6.2(j),
(b) the loss of the Properties held by such Subsidiary, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Change, (c) such Subsidiary does not hold a Material Concession, and (d) the
designation of such Subsidiary as an Unrestricted Subsidiary has not been
withdrawn by the Borrower in accordance with Section 6.2(j)(iv).

     

    “Voting Stock” shall mean
Capital Stock in any Person, the holders of which are ordinarily, in the absence
of contingencies, entitled to vote for the election of directors (or individuals
performing similar functions) of such Person, even if the right so to vote has
been suspended by the happening of such a contingency.

     

    SECTION
1.2 Other
Interpretive Provisions. (a) The meanings of defined terms are equally
applicable to the singular and plural forms of the defined terms.

     

    (b) The
words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement
as a whole and not to any particular provision of this Agreement; and any
subsection, Section, Article, Schedule and Exhibit references are to this
Agreement unless otherwise specified.

     

    (c) The
term “documents” includes any and all instruments, documents, agreements,
certificates, indentures, notices and other writings, however
evidenced.

     

    (d) The
term “including” is not limiting and shall mean “including without
limitation.”

     

     

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    (e)
Unless otherwise specified, in the computation of periods of time from a
specified date to a later specified date, the word “from” shall mean “from and
including,” the words “to” and “until” each shall mean “to but excluding,” and
the word “through” shall mean “to and including.”

     

    (f)
Unless otherwise expressly provided herein: (i) references to agreements
(including this Agreement) and other documents shall be deemed to include all
subsequent amendments and other modifications thereto, but only to the extent
such amendments and other modifications are not prohibited by any Financing
Document, and (ii) references to any Applicable Law are to be construed as
including all statutory and regulatory provisions or rules consolidating,
amending, replacing, supplementing, interpreting or implementing such Applicable
Law.

     

    (g) The
Table of Contents, captions and headings of this Agreement are for convenience
of reference only and shall not affect the interpretation of this
Agreement.

     

    (h) The
Financing Documents may use several different limitations, tests or measurements
to regulate the same or similar matters. All such limitations, tests and
measurements are cumulative and shall be performed in accordance with their
terms. Unless otherwise expressly provided herein, any reference to any action
of any Agent, the Lenders or the Required Lenders by way of consent, approval or
waiver shall be deemed modified by the phrase “in its/their sole good faith
discretion.”

     

    (i) The
Financing Documents are the result of negotiations among and have been reviewed
by counsel to the Agents, the Lead Arranger, the Credit Parties and the Lenders,
and are the products of all such Persons. Accordingly, they shall not be
construed against the Lenders, the Lead Arranger or any Agent merely because of
any such Person’s involvement in their preparation.

     

    (j)
Except as specifically provided herein, any financial covenant or other
provision hereof that requires the combination of Dollars and/or Pesos shall be
determined in Dollars applying the Exchange Rate; provided that the exchange
rate used in connection with the preparation of any income statement or other
Financial Statement that, unlike a balance sheet, is based upon events that
occur throughout the reporting period shall be calculated in accordance with
GAAP using the Exchange Rates so published throughout the applicable
period.

     

    SECTION
1.3 Accounting
Principles. Unless the context otherwise clearly requires, all accounting
terms not expressly defined herein shall be construed, and all financial
computations required under this Agreement shall be made, in accordance with
GAAP.

     

    ARTICLE
II

     

    THE
CREDITS

     

    SECTION
2.1 Amounts
and Terms of Commitments. (a) Each Dollar Lender severally agrees, on the
terms and conditions set forth herein, to make Dollar Loans to the Borrower on
the Restatement Date in an aggregate principal amount not to exceed such
Lender’s Dollar Commitment.

     

     

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    (b) Each
Peso Lender severally agrees, on the terms and conditions set forth herein, to
make Peso Loans to the Borrower on the Restatement Date, in an aggregate
principal amount not to exceed such Lender’s Peso Commitment.

     

    (c) The
parties hereto hereby acknowledge and agree that if the Loans are not funded on
the Restatement Date as a result of any failure to satisfy the requirements in
Sections 4.1 and
4.2, then this
Agreement (and the other Financing Documents) shall immediately and
automatically terminate except for such provisions hereof and thereof that (by
their terms) survive termination.

     

    (d)
Within the limits of each Lender’s Commitments, and subject to the other terms
and conditions hereof, the Borrower may request Loans hereunder pursuant to
Section 2.3(a)
and make prepayments under Section 2.4.
Loans borrowed, once repaid, may not be reborrowed except to the extent provided
in Section 3.2(b).
Upon the making of the Loans on the Restatement Date, all unfunded Commitments
(if any) shall immediately and automatically terminate.

     

    SECTION
2.2 Notes.
(a) The Loans made by each Lender shall be evidenced by one Note for each Lender
per Tranche, subscribed by the Borrower and executed in guaranty (por aval) by each of the
Guarantors. Each Lender shall record in its records the date, Type (for Dollar
Loans) and amount of each Loan made by it and the amount of each payment of
principal made by (or on behalf of) the Borrower with respect thereto. Each
Lender’s record shall constitute prima facie evidence of the
accuracy of the information so recorded; provided that the failure of
a Lender to make, or an error in making, a notation thereon with respect to any
Loan shall not limit or otherwise affect the Obligations of any Credit Party
hereunder or under any such Note to such Lender.

     

    (b)
Promptly upon: (i) a conversion of Dollar Loans from LIBOR Loans to Base Rate
Loans or vice versa in
accordance with Section 2.6(g),
(ii) the election of the Borrower in accordance with Section 2.6(e) to
change the duration of the Interest Period, (iii) the addition of a new
Guarantor, (iv) any change in organizational structure pursuant to Section 6.2(i)
and/or (v) any assignment of Loans pursuant to Section  10.8, the Borrower
and each Guarantor (por
aval) shall, upon the request of the Administrative Agent, at the expense
of the Borrower, promptly execute and deliver to the Administrative Agent for
the account of each of the relevant Lenders, in exchange for the Note evidencing
the relevant Loans of such Lender theretofore delivered to such Lender, a new
Note or Notes payable to such Lender and/or such Lender’s assignee, as
applicable, dated the Restatement Date, in a principal amount equal to the
principal amount then outstanding of such Note and otherwise duly
completed.

     

    SECTION
2.3 Procedure
for Borrowing. (a) The Borrower shall deliver to the Administrative Agent
(by no later than 9:00 a.m. (New York City time) on a day that is at least
two Business Days prior to the Restatement Date) an irrevocable written notice
in the form of a Notice of Borrowing, requesting that the Loans be made on the
Restatement Date. Such Notice of Borrowing: (i) shall be delivered in accordance
with the last paragraph of Section 4.1 and
(ii) shall specify: (A) the requested amounts of the Loans for each Tranche (to
be requested on a pro
rata basis) to be borrowed by the Borrower, and (B) for the Dollar Loans,
the Type of Loans requested and, if the Dollar Loans are LIBOR Loans, the
Interest Period therefor. The Administrative Agent shall promptly notify each
Lender and each Existing Lender upon receipt of the borrowing
request.  Such Notice of Borrowing given in accordance with this
Section shall be deemed to satisfy all requirements under the Existing Credit
Agreement for prior notice of prepayment of the Existing Loans.

     

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    (b)
Subject to the conditions precedent set forth in Article IV, each
Lender severally agrees to make the amount of its Pro Rata Share of the
requested Loan of the applicable Tranche available to the Administrative Agent
for the account of the Borrower (in the case of Dollar Loans) at the
Administrative Agent’s applicable Payment Office and (in the case Peso Loans) at
the Peso Agent’s Payment Office, in each case by 10:00 a.m. (New York City
time) on the Restatement Date in funds immediately available to the
Administrative Agent. Upon fulfillment of the conditions precedent to disbursing
the Loans in Article IV, the
Administrative Agent shall apply the proceeds of the Loans to repay in full the
outstanding Loans of the Existing Lenders under the Existing Credit Agreement
(the “Existing Loans”).
The Borrower hereby irrevocably instructs the Administrative Agent to apply the
proceeds of the Loans to the payment in full of the Existing Loans as specified
above.  The Borrower agrees to pay on the Restatement Date to the
Existing Lenders all accrued and unpaid interest on the Existing Loans and
within fifteen days after demand any amounts owing under Section 3.4 of the
Existing Credit Agreement (as in effect prior to the Restatement Date) in
respect of the repayment of the Existing Loans to the Existing Lenders on the
Restatement Date.

     

    SECTION
2.4 Prepayments:
The Borrower shall have the right to prepay the Loans of either or both
Tranches, in whole or in part, without premium or penalty, from time to time on
the following terms and conditions: (i) the Borrower shall give the
Administrative Agent irrevocable written notice at its Notice Office (of which
the Administrative Agent shall promptly notify each of the Lenders) of its
intent to prepay the Loans of one or both Tranches and the amount of such
prepayment, which notice shall be given by the Borrower at or prior to
10:00 a.m. (New York City time) at least three Business Days (but no more
than 30 days) before the date of such prepayment, (ii) each partial prepayment
of Loans shall be in an aggregate principal amount of at least $10,000,000 (or,
for the Peso Loans, the Dollar/Peso Equivalent thereof) and, if greater, in an
integral multiple of $1,000,000 (or, for the Peso Loans, the Dollar/Peso
Equivalent thereof), (iii) each prepayment of Loans pursuant to this paragraph
shall be applied to the Loans of each Lender under the applicable Tranche in
accordance with such Lender’s pro rata share of Loans under
such Tranche and shall be applied within such Tranche to reduce the remaining
scheduled principal repayments of such Tranche on a pro rata basis and (iv) each
prepayment of Loans pursuant to this paragraph shall be applied as provided in
Section 2.9(d);
it being understood
that the Borrower shall deliver to the Administrative Agent such additional
amounts (if any) necessary so that the amount allocated to the principal
prepayment of the Loans is the amount indicated to be prepaid on the notice of
prepayment. If such notice is given by the Borrower, then the Borrower shall
make such prepayment (and the payment amount specified in such notice shall be
due and payable) on the date specified therein, together with accrued interest
to such date on the amount prepaid and any amounts required pursuant to Section 3.4.

     

     

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

     

     

    SECTION
2.5 Repayment.
The Borrower shall repay the principal of all Loans in full, plus all accrued and unpaid
interest thereon, on each Principal Payment Date as follows:

     

    
      	
              Principal Payment Date

            	
              Principal Payment on Dollar
      Loans

            	
              Principal Payment on Peso
    Loans

            
	
              February
      2010

            	
              $11,022,513.33

            	
              P$104,236,241.67

            
	
              May
      2010

            	
              $11,022,513.33

            	
              P$104,236,241.67

            
	
              August
      2010

            	
              $11,022,513.33

            	
              P$104,236,241.67

            
	
              November
      2010

            	
              $11,022,513.33

            	
              P$104,236,241.67

            
	
              February
      2011

            	
              $11,022,513.33

            	
              P$104,236,241.67

            
	
              May
      2011

            	
              $11,022,513.33

            	
              P$104,236,241.67

            
	
              August
      2011

            	
              $11,022,513.33

            	
              P$104,236,241.67

            
	
              November
      2011

            	
              $11,022,513.33

            	
              P$104,236,241.67

            
	
              Maturity
      Date

            	
              $22,045,026.64

            	
              P$208,472,483.31

            


    

    


    Except to
the extent otherwise specifically provided in the Financing Documents, all other
Obligations shall be paid on the Maturity Date. Should the Dollar Commitments or
the Peso Commitments not be fully drawn on the Restatement Date, then the
repayment schedule for such Tranche shall be revised to reduce the scheduled
repayments on a pro
rata basis by an aggregate amount equal to the undrawn
amount.

     

    SECTION
2.6 Interest.
(a) Each Dollar Loan shall bear interest on the outstanding principal amount
thereof from the Restatement Date at a rate per annum equal to: (i) LIBOR
(Reserve Adjusted) plus
the Applicable Margin or (ii) the Base Rate plus the Applicable Base Rate
Margin, as selected by the Borrower. Each Peso Loan shall bear interest on the
outstanding principal amount thereof from the Restatement Date at a rate per annum equal to the Peso
Rate plus the
Applicable Margin.

     

    (b)
Interest on each Loan shall be paid in arrears on each applicable Payment Date.
Accrued interest also shall be paid on the date of any prepayment of Loans under
Section 2.4 for
the portion of the Loans so prepaid.

     

    (c)
Notwithstanding clauses (a) and
(b), while any
Default exists: (i) the Borrower shall pay interest (after as well as before
entry of judgment thereon to the extent permitted by Applicable Law) on the
principal amount of all outstanding Loans and, to the extent permitted by
Applicable Law, on any other due but unpaid Obligations, at a rate per annum equal to the
applicable Default Rate, and (ii) all such interest shall be payable on demand
of the Administrative Agent (with respect to interest on the Loans) or the
Person to whom such payment is due.

     

    (d)
Anything herein to the contrary notwithstanding, the Obligations shall be
subject to the limitation that payments of interest shall not be required for
any period for which interest is computed hereunder to the extent (but only to
the extent) that contracting for or receiving such payment by such Lender would
be contrary to any law applicable to such Lender that limits the highest rate of
interest that lawfully may be contracted for, charged or received by such
Lender, and in such event the Credit Parties shall pay such Lender interest at
the highest rate permitted by Applicable Law.

     

    (e) With
respect to any Interest Period for a Dollar Loan for which the Borrower wishes
to change the duration from the duration applicable to the preceding Interest
Period for such Dollar Loan pursuant to the definition of “Interest Period”
(from three months to one month or from one month to three months), the Borrower
shall notify the Administrative Agent, which notice must be received by the
Administrative Agent not later than 11:00 a.m. (New York City time) at
least three Business Days before the commencement of such Interest Period, of
the desired duration of such Interest Period.

     

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    (f) The
Administrative Agent promptly (and, in any event, on the day such notice is
received) shall notify each Dollar Lender of its receipt of each notice pursuant
to clause (e).

     

    (g) The
Borrower may, upon irrevocable written notice given to the Administrative Agent
not later than 11:00 a.m. (New York City time) on the third Business Day
before the date of the proposed conversion, convert all outstanding Dollar Loans
from LIBOR Loans into Base Rate Loans or from Base Rate Loans into LIBOR Loans;
provided that any
conversion of a LIBOR Loan into a Base Rate Loan only shall be made on the last
day of the Interest Period for such LIBOR Loan. Such notice shall specify: (i)
the date of such conversion (which shall be a Business Day) and (ii) the Dollar
Loans to be so converted. The Administrative Agent promptly shall notify each
Dollar Lender of its receipt of each such notice.

     

    SECTION
2.7 Fees.
The Borrower shall pay to each Agent, for its own account, the fees set forth in
the separate fee letter(s) between the Borrower and such Agent pursuant to the
terms thereof.

     

    SECTION
2.8 Computation
of Fees and Interest. (a) All computations of interest for Base Rate
Loans shall be made on the basis of the actual number of days in the applicable
year and actual days elapsed. All other computations of interest and fees shall
be made on the basis of a 360-day year and actual days elapsed. Interest and
fees shall accrue during each period during which such interest or fees are
computed from the first day thereof to the last day thereof.

     

    (b) Each
determination of an interest rate (and the related amount of interest payable on
the Loans) by the Administrative Agent or the Peso Agent, as the case may be,
shall be conclusive and binding upon the Credit Parties and the Lenders in the
absence of manifest error. The Administrative Agent and the Peso Agent shall, at
the written request of the Borrower or any Lender, deliver to the Borrower or
such Lender, as the case may be, a written statement showing the quotations used
by the Administrative Agent or the Peso Agent, as the case may be, in
determining any interest rate and the resulting interest rate.

     

    SECTION
2.9 Payments
by Credit Parties. (a) All payments to be made by any Credit Party under
the Financing Documents shall be made without set-off, defense, recoupment or
counterclaim or other reduction. Except as otherwise expressly provided herein,
all payments by (or on behalf of) any Credit Party under the Financing Documents
shall be made to the Administrative Agent (in the case of Dollars) or to the
Peso Agent (in the case of Pesos), in each case for the account of the Lenders
(or other applicable recipient) at the applicable Payment Office, and shall be
made in Dollars or Pesos (as applicable), and in immediately available funds, no
later than 12:00 noon (New York City time) on the specified payment date. The
Administrative Agent or the Peso Agent, as the case may be, promptly (and, in
any event, on the date received) shall distribute to each Lender (or other
applicable recipient) its Pro Rata Share (or other applicable share as expressly
provided in the Financing Documents) of such payment in like funds as received.
Any payment received by the Administrative Agent or the Peso Agent later than
12:00 noon (New York City time) on a payment date shall be deemed to have been
received on the following Business Day, and any applicable interest or fee shall
continue to accrue; provided that such payment
delay shall not be considered to be a Default and no Default Rate shall be
applicable as a result thereof. The Peso Agent (unless it is the same
institution as the Administrative Agent) shall provide the Administrative Agent
written notice of each payment received by the Peso Agent from (or on behalf of)
the Credit Parties.

     

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

     

    (b)
Whenever any payment is due on a day other than a Business Day, such payment
shall be made on the preceding Business Day, and such reduction of time shall in
such event be included in the computation of interest or fees, as the case may
be.

     

    (c)
Unless the Administrative Agent or the Peso Agent, as the case may be, receives
notice from the Borrower before the date on which any payment is due to the
Lenders that the Borrower (or the Guarantors on its behalf) shall not make such
payment in full as and when required, such Agent may assume that the Credit
Parties have made such payment in full to such Agent on such date in immediately
available funds and such Agent may (but shall not be so required), in reliance
upon such assumption, distribute to each Lender on such due date an amount equal
to the amount then due such Lender. If and to the extent the Credit Parties have
not made such payment in full to such Agent, then each Lender shall repay to
such Agent on demand such amount so distributed to such Lender by such Agent,
together: (i) with respect to the Dollar Loans, with interest thereon at the
Federal Funds Rate, and (ii) with respect to the Peso Loans, with interest
thereon at the customary rate charged by the Peso Agent for Peso overdrafts, for
each day from the date such amount is distributed to such Lender to the date
repaid to such Agent. The giving of notice by the Borrower to any Agent that the
Borrower shall not make (or cause the Guarantors to make) any payment in full as
and when required shall not be construed in any manner whatsoever as: (x) a
consent by the Financing Parties to such failure to pay or (y) a waiver to any
of the rights that the Financing Parties may have.

     

    (d)
Payments received by any Agent from (or on behalf of) the Borrower in respect of
Loans shall be applied as follows: first, to any fees (on a
pro rata basis) due
pursuant to Section 2.7;
second, to any interest
(including, if applicable, at the Default Rate) due and payable pursuant to
Section 2.6
(including, pursuant to Section 2.6(b),
on any amount of the Loans that is prepaid), such interest to be paid pro rata to each Lender under
the applicable Tranche; third, to principal due and
payable pursuant to Sections 2.4 and
2.5, such
principal to be paid pro
rata to each Lender under the applicable Tranche; and fourth, to all other
Obligations payable in connection with the Financing Documents in such order as
shall be determined by the Required Lenders; it being understood that the
Payment Dates for interest for the Loans may not be concurrent and any payment
of interest with respect to a Loan shall be applied only to interest then due
and payable on the Loans. 

     

    (e) After
a payment is received by an Agent pursuant to this Section 2.9, upon a
written request of the Borrower, such Agent shall use reasonable efforts to
issue and deliver to the Borrower within 30 days after such request a receipt
with respect to such payment received from the Borrower pursuant to this
Agreement, which receipt shall describe how such payment has been
applied.

     

     

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

     

    SECTION
2.10 Sharing
of Payments, Etc. If, other than as expressly provided elsewhere herein,
any Lender shall obtain on account of the Loans held by it any payment (whether
voluntary, involuntary, through the exercise of any right of set-off or
otherwise) in excess of its Pro Rata Share (or other share contemplated
hereunder), then such Lender shall promptly: (a) notify the Administrative Agent
of such fact and (b) purchase from the other Lenders such participations in the
Loans made by them as shall be necessary to cause such purchasing Lender to
share the excess payment pro
rata with each of the other Lenders in accordance with such Lender’s Pro
Rata Share; provided
that if all or any portion of such excess payment is thereafter recovered from
the purchasing Lender, then such purchase shall to that extent be rescinded and
each other Lender shall repay to the purchasing Lender the purchase price paid
therefor, together with an amount equal to such paying Lender’s ratable share
(according to the proportion of: (i) the amount of such paying 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; and provided further that if
such participations would be in a Loan in a currency other than such Lender’s
Loans, then such Lender may deliver the applicable portion of such amounts to
the other applicable Lender(s) for application as a payment of such Loans and
such amounts shall be considered as having been repaid to such other Lender(s)
instead of such first Lender. The Credit Parties agree that any Lender so
purchasing a participation from another Lender may, to the fullest extent
permitted by Applicable Law, exercise all its rights to receive payment
(including the right of set-off, but subject to Section 10.9)
with respect to such participation as fully as if such Lender were the direct
creditor of the Credit Parties in the amount of such participation and not
subject to the restrictions on Participant voting rights under Section 10.8(c).
The Administrative Agent shall keep records (which shall be conclusive and
binding in the absence of manifest error) of participations purchased under this
Section and in each case shall notify the Lenders following any such purchases
or repayments.

     

    ARTICLE
III

     

    TAXES
AND ILLEGALITY

     

    SECTION
3.1 Taxes.
(a) Any and all payments by the Credit Parties to the Financing Parties under
the Financing Documents shall be made free and clear of and without deduction or
withholding for any and all present and future Taxes, excluding: (i) in the case
of each such Financing Party, taxes imposed upon or measured by its net income
or net profits, and franchise or similar taxes and branch profits or similar
taxes imposed upon it, by any jurisdiction as a result of any current or former
connection between such Financing Party and such jurisdiction or any political
subdivision or taxing authority thereof or therein (other than any such
connection arising solely from such Financing Party having executed, delivered
or performed its obligations or received a payment under, or having been a party
to, or having enforced this Agreement or any other Financing Document) and (ii)
taxes imposed by any jurisdiction outside México other than any taxes that arise
as a result of any Credit Party causing payment to be made from or through a
jurisdiction other than México (all such excluded Taxes are herein referred to
as “Excluded Taxes” and
all Taxes that are not Excluded Taxes are herein referred to as “Covered Taxes”).

     

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    (b) If
any Credit Party shall be required by Applicable Law to deduct or withhold any
Covered Taxes from or in respect of any sum payable under any Financing Document
to any Financing Party, then:

     

    (i) the
sum payable shall be increased by such additional amounts (the “Additional Amounts”) as
necessary so that, after making all required deductions and withholdings of
Covered Taxes, such Financing Party receives an amount equal to the sum it would
have received had no such deductions or withholdings of Covered Taxes been
made,

     

    (ii) such
Credit Party shall make such deductions and withholdings, and

     

    (iii)
such Credit Party promptly shall pay the full amount deducted or withheld to the
relevant taxing authority or other authority in accordance with Applicable
Law;

     

    provided that notwithstanding
any contrary provisions and excluding any Person organized under the laws of
México and any Export Credit Agency from the applicability of this proviso, the
Credit Parties shall not be obligated to pay to any Financing Party any amounts
described in this Section in respect of any portion of Covered Taxes (including
any Additional Amounts) that would not have been imposed but for the failure of
such Financing Party: (A) to be registered with Hacienda as a Foreign Financial
Institution, or (B) to be a resident (or to have the principal offices of such
Financing Party be a resident, if such Financing Party lends through a branch or
agency) for tax purposes, of a country with which México has entered into a
treaty that is in effect for the avoidance of double taxation, entitled to the
benefits of such treaty and to the reduced rate established in such treaty for
the type of interest provided therein, or (C) to comply with any certification,
identification, information, declaration or other reporting requirements or to
deliver to the Credit Parties information, documentation or other evidence
concerning the nationality, residence, identity or registration with Hacienda of
such Financing Party, in each case if compliance is required by a statute,
treaty or regulation of México or any political subdivision thereof or any
taxing authority therein or general administrative practice of a Mexican
Governmental Authority as a precondition or requirement to the exemption from,
or the reduction in the rate of, deduction or withholding of Taxes; provided that any such
Financing Party may cure any such failure in order to receive such Additional
Amounts if such cure is sufficiently timely to effect or obtain the exemption
from or reduction in the rate of deduction or withholding of Taxes.

     

    (c) Each
Financing Party (other than a Person that is organized under the laws of México
or an Export Credit Agency) represents and warrants to the Credit Parties that
such Financing Party is registered as a Foreign Financial Institution with
Hacienda and resident of a country that is a party to a treaty with México for
the avoidance of double taxation entitled to the benefits of such treaty and to
the reduced rate established in such treaty for the type of interest provided
therein.

     

    (d) Each
Credit Party agrees to indemnify and hold harmless each Financing Party for any
Covered Taxes and Other Taxes paid by such Financing Party in connection with
the execution, delivery and performance of this Agreement, including penalties
and interest arising therefrom or with respect thereto, whether or not such
Covered Taxes and Other Taxes were correctly or legally asserted. Payment under
this indemnification shall be made within 30 days after the date on which such
Financing Party makes written demand therefor.

     

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

     

    (e)
Within 30 days after the date of any payment by any Credit Party of any Covered
Taxes in connection with any payment by any Credit Party under the Financing
Documents, such Credit Party shall furnish to the Administrative Agent (for
distribution to the applicable Financing Party(ies)) the original or a certified
copy of a receipt evidencing payment thereof, or other evidence of payment
reasonably satisfactory to the Administrative Agent.

     

    (f) Each
Financing Party (other than any Person organized under the laws of México or an
Export Credit Agency) shall use reasonable efforts (consistent with legal and
regulatory restrictions): (i) to file any certificate or document or to furnish
any information as reasonably requested by a Credit Party pursuant to any
applicable treaty, law or regulation or (ii) to designate a different Lending
Office, if the making of such a filing, the furnishing of such information or
the designation of such other Lending Office would avoid the need for or reduce
the amount of any Additional Amounts payable by the Credit Parties pursuant to
this Section and would not, in the sole judgment of such Financing Party, be
illegal or otherwise disadvantageous to such Financing Party. It is understood
and agreed that nothing in this Section shall interfere with the rights of any
Financing Party to conduct its fiscal and tax affairs in such manner as it deems
fit.

     

    (g)(i) If
any additional amounts or indemnity payments are made by the Credit Parties to
any Financing Party with respect to any Covered Taxes or Other Taxes pursuant to
this Section and such Financing Party in its reasonable discretion is entitled
to a refund of such Covered Taxes or Other Taxes from the taxing jurisdiction to
which the Covered Taxes or Other Taxes were paid, then such Financing Party
shall, to the extent that it can do it so without prejudice to the retention of
the amount of such refund, make reasonable efforts that would not materially
prejudice such Financing Party or otherwise be detrimental to such Financing
Party to apply for such refund and reimburse to the Credit Parties such amount
of any refund received (net out-of-pocket expenses incurred).

     

    (ii) If
any payment is made by the Credit Parties to or for the account of any Financing
Party after deduction for or on account of any Covered Taxes or Other Taxes, and
increased payments are made by the Credit Parties pursuant to this Section,
then, if such Financing Party at its reasonable discretion determines that it
has received or been granted a refund or credit for such Covered Taxes or Other
Taxes, such Financing Party shall, to the extent that it can do so without
prejudice to the retention of the amount of such refund or credit, reimburse to
the Credit Parties such amount as such Financing Party shall determine in its
reasonable discretion to be attributable to the relevant Covered Taxes, Other
Taxes, or deduction, or withholding. Nothing herein contained shall oblige any
Financing Party to disclose its tax returns or any other information it deems
confidential taking into account the other provisions of this clause (g).

     

    (h) The
Credit Parties shall be responsible for the payment of any and all Other Taxes
and any interest and penalties related thereto.

     

     

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    SECTION
3.2 Illegality.
(a) If, on or after the Restatement Date, any Lender determines that the
introduction of any Applicable Law, any change in any Applicable Law or in the
interpretation or administration of any Applicable Law, or any other reason
whatsoever has made it unlawful, or that any Governmental Authority has asserted
that it is unlawful, for any Lender under the Dollar Tranche or its applicable
Lending Office to make or maintain LIBOR Loans, then, on written notice thereof
by such Lender to the Borrower through the Administrative Agent, any obligation
of such Lender to continue (or convert Base Rate Loans into) LIBOR Loans shall
be suspended until such Lender notifies the Administrative Agent and the
Borrower in writing that the circumstances giving rise to such determination no
longer exist.

     

    (b) If a
Lender under the Dollar Tranche determines that it is unlawful to maintain any
outstanding LIBOR Loan, then the Borrower shall, upon its receipt of written
notice of such fact and demand from such Lender (with a copy to the
Administrative Agent), prepay in full any LIBOR Loan of such Lender then
outstanding, together with interest accrued thereon, either on the last day of
the Interest Period thereof or, if earlier, on the date on which such Lender may
no longer lawfully continue to maintain such LIBOR Loan. If the Borrower is
required so to prepay any LIBOR Loan, then, concurrently with such prepayment,
the Borrower shall borrow from the affected Lender, in the amount of such
repayment, a Base Rate Loan having the same principal amount; it being understood that any
such repayment by the Borrower shall not constitute a repayment of the Loan
hereunder pursuant to Section 2.5.

     

    (c) If
the obligation of any Lender under the Dollar Tranche to continue (or convert
Base Rate Loans into) LIBOR Loans has been so terminated or suspended, then all
Loans that otherwise would be continued (or converted) by such Lender as LIBOR
Loans shall be maintained as Base Rate Loans instead.

     

    (d)
Before giving any notice to the Administrative Agent or demand upon the Borrower
under this Section, an affected Lender shall designate a different Lending
Office with respect to its LIBOR Loans if such designation shall avoid the need
for giving such notice or making such demand and shall not, in the sole judgment
of such Lender, be illegal or otherwise disadvantageous to such
Lender.

     

    SECTION
3.3 Increased
Costs and Reduction of Return. (a) If any Lender determines that, due to
either: (i) the introduction of or any change in or in the interpretation of any
Applicable Law or (ii) the compliance by such Lender with any guideline or
request from any Governmental Authority (whether or not having the force of
law), there shall be any increase in the cost to such Lender of agreeing to make
or making, funding or maintaining any Loan, then the Borrower shall be liable
for, and from time to time, promptly upon demand (with a copy of such demand to
be sent to the Administrative Agent), shall pay to the Administrative Agent (or,
in the case of a payment in Pesos, to the Peso Agent) for the account of such
Lender, additional amounts as are sufficient to compensate such Lender for such
increased costs (calculated in accordance with Section 3.4).
For the avoidance of doubt, this Section does not apply to Taxes (which are
covered solely by Section 3.1).

     

    (b) If
any Lender shall determine that: (i) the introduction of any Capital Adequacy
Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change
in the interpretation or administration of any Capital Adequacy Regulation by
any Governmental Authority charged with the interpretation or administration
thereof or (iv) compliance by such Lender (or its Lending Office) or any Person
controlling such Lender with any Capital Adequacy Regulation, affects or would
affect the amount of capital required or expected to be maintained by such
Lender, its Lending Office or such Person and (taking into consideration such
Lender’s, such Lending Office’s or such Person’s policies with respect to
capital adequacy and such Lender’s or such Person’s desired return on capital)
determines that the amount of such capital is increased as a consequence of its
Commitment, Loans, credits or obligations under this Agreement, then, upon
written demand of such Lender to the Borrower through the Administrative Agent,
the Borrower promptly shall pay to the Administrative Agent (or, in the case of
a payment in Pesos, to the Peso Agent) for the account of such Lender, from time
to time as specified by the Lender, additional amounts sufficient to compensate
such Lender for such increase.

     

     

     

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    SECTION
3.4 Funding
Losses. Within fifteen days after demand, the Borrower shall reimburse
each Lender and hold each Lender harmless from any loss or expense that such
Lender has sustained or incurred as a consequence of:

     

    (a) the
failure of the Borrower to make on a timely basis any payment of principal or
interest of any LIBOR Loan or Peso Loan,

     

    (b) the
failure of the Borrower to borrow a Loan on the Restatement Date,

     

    (c) the
failure of the Borrower to make any prepayment of any LIBOR Loan or Peso Loan in
accordance with Section 2.4,
and

     

    (d) the
prepayment or other payment (including after acceleration thereof for any
reason) of a LIBOR Loan or a Peso Loan on a day that is not the last day of the
relevant Interest Period, in each case other than a prepayment required pursuant
to Section 3.2(b),

     

    including
any such loss or expense arising from the liquidation or reemployment of funds
obtained by such Lender to maintain its LIBOR Loans or Peso Loans, as the case
may be (but excluding loss of the Applicable Margin for the period after any
such payment or failure to borrow or prepay), or from fees payable to terminate
the deposits from which such funds were obtained. For purposes of calculating
amounts payable by the Borrower to the Lenders under this Section and under
Section 3.3(a),
each LIBOR Loan and Peso Loan made by a Lender (and each related reserve,
special deposit or similar requirement) conclusively shall be deemed to have
been funded at LIBOR (Reserve Adjusted) or the Peso Rate (as applicable)
applicable to such Loan by a matching deposit or other borrowing for a
comparable amount and for a comparable period, whether or not such Loan is in
fact so funded.

     

    SECTION
3.5 Inability
to Determine Rates. (a) If the Administrative Agent determines that for
any reason adequate and reasonable means do not exist for determining LIBOR for
any Interest Period with respect to a proposed LIBOR Loan, then the
Administrative Agent promptly shall so notify the Borrower and each Dollar
Lender. Thereafter, the obligation of the Dollar Lenders to make or maintain
LIBOR Loans hereunder shall be suspended until the Administrative Agent revokes
such notice in writing, which revocation shall be promptly given upon such
adequate and reasonable means of determining LIBOR becoming available. If LIBOR
Loans are then outstanding, then such Lenders shall continue such Loans as Base
Rate Loans during each following Interest Period for such Loan until the
Administrative Agent revokes such notice in writing.

     

     

     

    
      
        
        

      

      
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    (b) If
any Dollar Lender determines that LIBOR applicable to any Interest Period with
respect to a LIBOR Loan would not adequately and fairly reflect the cost to such
Lender of funding such LIBOR Loan, then such Lender promptly so shall notify the
Administrative Agent and the Borrower. Thereafter, the obligation of such Lender
(but not the other Dollar Lenders) to make or maintain LIBOR Loans hereunder
shall be suspended until such Lender revokes such notice in writing, which
revocation shall be promptly given as soon as such Dollar Lender determines that
the applicable LIBOR would adequately and fairly reflect its cost of funding
such LIBOR Loan. If LIBOR Loans are then outstanding, then such Dollar Lender
shall continue such Loans as Base Rate Loans during each following Interest
Period for such Loan until such Dollar Lender revokes such notice in
writing.

     

    (c) If
Banco de México for any
reason is not publishing the TIIE as contemplated by the definition of “Peso
Rate”, whether permanently or temporarily, then the Peso Rate shall instead be
calculated based upon the rate that Banco de México has published
in substitution for such published rate (a “Banco de México Replacement Rate”), and the
term “Peso Rate” shall be deemed to be amended to refer to the Banco de México
Replacement Rate. In the event that Banco de México does not
publish a Banco de México Replacement Rate, if a
substitute rate has been agreed by the Borrower and each of the Peso Lenders (a
“Substitute Rate”) then
all references in this Agreement to Peso Rate shall thereafter be deemed to be
amended to refer to such Substitute Rate. Notwithstanding the foregoing, the
following provisions shall apply:

     

    (i) at
any time when this clause (c) is
operative, any Peso Loan that was made prior to the date on which Banco de México ceased to
publish the TIIE as contemplated by the definition of “Peso Rate” shall continue
to bear interest until the next Payment Date at the rate of interest applicable
to such Peso Loan at the time when it was made,

     

    (ii) if
the TIIE ceases to be published by Banco de México, and after a
period of 30 consecutive days Banco de México has not
published a Banco de México Replacement Rate and the Peso Lenders and the
Borrower have not agreed upon a Substitute Rate, then: (A) the Peso Rate shall
be the rate for Certificados
de la Tesorería de la Federación for
28 days, published by Banco de
México and (B) if Banco
de México fails to publish such rate, the market rate determined jointly
by the Peso Lenders, in their reasonable discretion, as reflecting their cost of
funding in a manner similar to that which would have applied had such published
rate been in effect, and such market rate shall be notified from time to time by
the Peso Lenders to the Administrative Agent and the Borrower, and

     

    (iii) any
Substitute Rate or other rate that becomes effective pursuant to this clause (c) shall
cease to be applicable if at any time (and as of such time as) Banco de México again
publishes the TIIE as contemplated by the definition of “Peso Rate” or a Banco
de México Replacement Rate.

     

    SECTION
3.6 Certificates
of the Lenders and Agents. Any Lender or Agent claiming reimbursement or
compensation under this Article shall deliver to the Borrower (with a copy to
the Administrative Agent and (for Peso Loans) the Peso Agent) a certificate
setting forth in reasonable detail the reason for such reimbursement or
compensation and the amount payable to such Lender or Agent hereunder, which
certificate shall constitute prima facie evidence of the
accuracy of the information so detailed.

     

     

    
      
        
        

      

      
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    SECTION
3.7 Substitution
of Lenders. If any Lender (an “Affected Lender”) fails to
meet the status referenced in Section 3.1(b)
or is entitled to additional amounts or indemnity payments under Section 3.3 of
this Agreement, the Borrower may: (i) request the Affected Lender to use
reasonable efforts to obtain a replacement bank or financial institution
satisfactory to the Borrower (a “Replacement Lender”) to
acquire and assume all or a portion of all of such Affected Lender’s Loans and
Commitment, (ii) request one or more of the other Lenders to acquire and assume
all or part of such Affected Lender’s Loans and Commitment; it being understood that no
such other Lender shall be so required to acquire and assume any of such Loans
and/or Commitments, or (iii) designate a Replacement Lender. Any designation of
a Replacement Lender under clause (i) or
(iii) shall be
subject to the prior written consent of the Administrative Agent (which consent
shall not be unreasonably withheld or delayed and shall be deemed to have been
given if no negative response shall have been received from the Administrative
Agent within five Business Days of the Administrative Agent’s receipt of a
request for such consent) and the other provisions relating to the assignment
set forth in Section 10.8.

     

    SECTION
3.8 Survival.
With the exception of the obligations of the Credit Parties under Section 3.1
(which obligations shall survive indefinitely), the agreements and obligations
of the Credit Parties in this Article shall survive until the irrevocable
payment in full of all Obligations in Dollars and Pesos, as applicable, and the
cancellation of all the Commitments.

     

    ARTICLE
IV

     

    CONDITIONS
PRECEDENT

     

    SECTION
4.1 Conditions
Precedent to Amendment and Restatement. The amendment and restatement of
the Existing Credit Agreement by this Agreement, the addition of the New
Lenders, as Lenders, and the obligation of each Lender to make its Loans on the
Restatement Date are subject to the conditions that on the Restatement
Date:

     

    (a) Transaction
Documents.

     

    (i) Each
of the Financing Documents shall have been duly authorized, executed and
delivered by each party thereto. Each Financing Party shall have received an
original of each Financing Document to which it is a party executed by all
parties thereto.

     

    (ii) The
Borrower shall have duly authorized and executed a Note for each Tranche (and,
if the Borrower have requested both LIBOR Loans and Base Rate Loans for the
Dollar Loans, for each such Type) for the account of each applicable Lender duly
executed in guaranty (por aval) by each Guarantor.
Each Note shall be appropriately completed with the name and address of the
Lender, the principal amount of the Loans of the applicable Tranche made by the
applicable Lender and the date of issuance (which shall be the Restatement Date)
inserted therein. Each Note shall be delivered by the Borrower to the
Administrative Agent. As soon as practicable after the Restatement Date, the
Administrative Agent shall deliver the Notes received by it pursuant to the
preceding sentence to the respective Lenders and, following repayment of the
Existing Loans, the Existing Lenders shall return to the Borrower the Notes
evidencing the Existing Loans under the Existing Credit Agreement.

     

     

    
      
        
        

      

      
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    (b) Financial Statements.
Each Financing Party shall have received: (i) copies of year-end 2004 and 2005
audited consolidated Financial Statements prepared in accordance with GAAP of
each of: (A) the Borrower (on a consolidated basis), and (B) the Avantel
Companies (on a combined basis), (ii) copies of third quarter 2006 unaudited
consolidated Financial Statements for the Borrower, to the extent available
before the Restatement Date, (iii) certificates dated the Restatement Date and
signed by an Authorized Officer of the Borrower stating that: (A) such Financial
Statements are true, complete and correct in all material respects and (B) no
Material Adverse Change has occurred, and (iv) consolidated Financial Statements
of the Credit Parties for the 2004 and 2005 Fiscal Years and the nine-month
period ending September 30, 2006 prepared on a pro forma basis as if the
Acquisition had occurred.

     

    (c) Evidence of
Authority. The Administrative Agent shall have received the names,
specimen signatures and evidences of authority of the Persons signing the
Financing Documents on behalf of the Credit Parties.

     

    (d) Corporate
Proceedings. The Administrative Agent shall have received a copy of the
Organizational Documents and resolutions of the board of directors (or other
appropriate authorizing actions (including any necessary equityholder or similar
approval) or documents) of each Credit Party authorizing the execution, delivery
and performance by each such Credit Party of each Financing Document to which it
is a party, in each case certified by the Secretary or an Assistant Secretary
(or other appropriate officer) of such Credit Party as of the Restatement Date;
and each such certificate shall be in form and substance satisfactory to each
Financing Party and shall state that the resolutions (or other authorizing
actions or documents) thereby certified have not been amended, modified, revoked
or rescinded and are in full force and effect on and as of the Restatement
Date.

     

    (e) Legal Opinions. The
Lead Arranger and each of the Financing Parties shall have received the
following legal opinions, which legal opinions shall be dated the Restatement
Date, addressed to the Lead Arranger and each Financing Party and in the forms
attached hereto as Exhibit E:

     

    (i) the
opinion of Cahill Gordon & Reindel LLP, special New York counsel to the
Credit Parties,

     

    (ii) the
opinion of Mayer, Brown, Rowe & Maw LLP, special New York counsel to the
Agents and the Lenders,

     

    (iii) the
opinion of D&A Morales y Asociados, S.C., special Mexican counsel to the
Credit Parties,

     

    (iv) the
opinion of internal Mexican counsel of the Borrower, and

     

    (v) the
opinion of Ritch Mueller, S.C., special Mexican counsel to the Agents and the
Lenders.

     

     

    
      
        
        

      

      
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    (f) Approvals and Other
Consents. The Administrative Agent shall have received a certificate of
an Authorized Officer of the Borrower certifying that all: (i) Governmental
Approvals set forth in Schedule 5.1(i)
with respect to the Financing Documents and the conduct of the business of the
Borrower and its Subsidiaries, except for such Government Approvals relating to
but not material to the conduct of the business of the Borrower and its
Subsidiaries, are in full force and effect and, except as disclosed in such
Schedule, not currently being appealed, and (ii) other consents, if any,
necessary for the Credit Parties’ execution, delivery and performance of the
Financing Documents have been obtained and are in full force and
effect.

     

    (g) Fees and Expenses.
All fees and expenses (including Attorney Costs) due and payable by the Credit
Parties to the Lead Arranger or any Financing Party pursuant to a Financing
Document (or otherwise pursuant to Sections 2.7
and/or 10.4
and/or otherwise) on or before the Restatement Date shall have been paid or the
Credit Parties shall have made arrangements satisfactory to the applicable
recipient(s) for the payment thereof. The Administrative Agent shall have
received evidence of payment by the Credit Parties of all such accrued and
unpaid fees and expenses to the extent then due and payable on the Restatement
Date, together with Attorney Costs of the Lead Arranger and the Agents to the
extent invoiced on or before the Restatement Date, plus such additional amounts
of Attorney Costs as shall constitute the Lead Arranger’s and Agent’s reasonable
estimate of Attorney Costs incurred or to be incurred by it through the closing
proceeding (provided
that such estimate shall not thereafter preclude final settling of accounts
between the Credit Parties and the Lead Arranger or Agent, as applicable),
including any such costs, fees and expenses arising under or referenced in Sections 2.7
and/or 10.4.

     

    (h) Process Agent. The
Administrative Agent shall have received from each Credit Party evidence that:
(i) such Person has irrevocably appointed as its agent for service of process
(with respect to all of the Financing Documents and all other related agreements
to which they are a party) CT Corporation System, 111 Eighth Avenue, New York,
New York 10011 (the “Process
Agent”), (ii) a notarized power of attorney has been granted to such
agent by all such Persons organized in México and (iii) the Process Agent has
accepted such appointment and has agreed to forward promptly to such Person all
legal process addressed to such Person received by such agent.

     

    (i) Borrower’s
Certificate. The Administrative Agent shall have received a certificate
signed by an Authorized Officer of the Borrower, dated the Restatement Date, to
the effect that: (i) no Default or Unmatured Default exists or will exist
immediately after the funding of the Loans and (ii) all representations and
warranties of the Borrower and each other Credit Party contained herein and/or
in the other Financing Documents are true and correct on and as of such date,
except to the extent that any such representation or warranty is expressed to be
made only as of an earlier date, in which case such representation or warranty
was true and correct on and as of such earlier date.

     

    (j) Solvency. The
Administrative Agent shall have received a certificate of the Borrower signed by
the chief financial officer of the Borrower certifying that the Borrower and its
Subsidiaries, on a Consolidated Basis as of the Restatement Date, are
Solvent.

     

    (k) Know Your Customer.
The Administrative Agent shall have received, at least five Business Days prior
to the Restatement Date, all documentation and other information required by
regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including without limitation the PATRIOT Act,
that is requested by the Administrative Agent.

     

    (l) Ratings. The Borrower
shall have long-term unsecured debt ratings from S&P of at least “B+” and
from Moody’s of at least “B1”.

    
      
        
        

      

      
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    (m) Additional Matters.
Each Financing Party shall have received such other documents relating to this
Agreement or any other Transaction Document or the transactions contemplated
hereby or thereby as it shall have reasonably requested, in each case in form
and substance satisfactory to it.

     

    (n) Notice of Borrowing.
The Borrower shall have delivered a Notice of Borrowing in accordance with Section 2.3.

     

    (o) No Default; Representations
and Warranties. Immediately before and after giving effect to such Loans:
(i) no Default or Unmatured Default shall exist and (ii) all representations and
warranties made by any Credit Party contained herein or in the other Financing
Documents shall be true and correct, except to the extent that any such
representation or warranty is expressed to be made only as of an earlier date,
in which case such representation or warranty shall have been true and correct
on and as of such earlier date.

     

    (p) Schedules. The
informational schedules to this Agreement (Schedules 5.1(b),
5.1(c), 5.1(f), 5.1(i), 5.1(l), 6.1(j), 6.1(k)(1), 6.1(k)(2) and 6.2(a)(vii)) shall be
provided by the Borrower on or before the Restatement Date, in form and
substance satisfactory to the Administrative Agent and upon the Borrower’s
delivery of such Schedules to the Administrative Agent, the Administrative Agent
shall include such Schedules in this Agreement as if such Schedules had been
included on the date hereof.

     

    The
Existing Lenders shall provide written confirmation of payment in full of the
Existing Loans together with any accrued interest thereon.

     

    The
Notice of Borrowing submitted by the Borrower hereunder shall constitute a
representation and warranty by the Borrower that, as of the date of such notice
or request and as of the Restatement Date, the conditions in this Section shall
be satisfied on or before (in which event, they shall continue to be satisfied
on) the Restatement Date.

     

    SECTION
4.2 Satisfaction
of Conditions Precedent. Each Lender shall be deemed to have agreed to
and accepted each document and opinion, and to have approved or accepted each
other matter, delivered in connection with Section 4.1
unless such Lender notifies the Administrative Agent in writing that it does not
so agree with or accept such document, opinion or other matter before making the
amount of its Loan available to the Administrative Agent or the Peso
Agent.

     

     

    
      
        
        

      

      
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    ARTICLE
V

     

    REPRESENTATIONS
AND WARRANTIES

     

    SECTION
5.1 Representations
and Warranties. Each Credit Party (with respect to itself and each of its
Subsidiaries) makes all of the representations and warranties in this Article to
and in favor of the Financing Parties as of the Restatement Date, except to the
extent any of such representations or warranties specifically relate to an
earlier date (in which case they shall have been true and correct on and as of
such earlier date).

     

    (a) Organization. Each
Credit Party is a corporation or other entity duly organized and validly
existing under the laws of its jurisdiction of organization. Each Credit Party
is duly authorized and qualified to do business in each jurisdiction in which it
owns or leases Property or in which the conduct of its business requires it so
to qualify, except where the failure so to qualify, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Change. Each Credit Party has the requisite power and authority to own or lease
and operate its Properties, to carry on its business, to borrow money and to
execute, deliver and perform each Transaction Document to which it is or will be
a party.

     

    (b) Authority and
Consents.

     

    (i) The
execution, delivery and performance by each Credit Party of each Financing
Document to which it is or will be a party, and the transactions contemplated
thereby: (A) have been duly authorized by all necessary corporate action
(including any necessary equityholder or similar action), (B) will not breach,
contravene, violate, conflict with or constitute a default under: (1) any of its
Organizational Documents, (2) any Applicable Law or (3) any material contract,
loan, agreement, indenture, mortgage, lease or other document or requirement to
which it is a party or by which it or any of its Properties may be bound or
affected, including all material Governmental Approvals and the Transaction
Documents, and (C) will not result in or require the creation or imposition of
any Lien upon or with respect to any of the Properties or Capital Stock of any
Credit Party.

     

    (ii) Each
Financing Document: (A) has been duly executed and delivered by the applicable
Credit Parties and (B) when executed and delivered by each of the other parties
thereto will be the legal, valid and binding obligation of each applicable
Credit Party, enforceable against such Credit Party in accordance with its terms
(including with respect to any submission to jurisdiction and the choice of law
specified therein), except as enforceability may be limited by applicable concurso mercantil, quiebra, bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’
rights with respect to such Credit Party.

     

    (iii) No
authorization, consent or approval of, or notice to or filing with, the SCT, the
COFETEL, any other Governmental Authority or any other Person has been, is or
will be required to be obtained or made: (A) for the due execution, delivery,
recordation, filing or performance by any Credit Party of any of the Financing
Documents to which it is a party or any transaction contemplated by the
Financing Documents or (B) for the exercise by any Financing Party of any of its
rights under any Financing Document, except for: (1) the authorizations,
consents, approvals, notices and filings listed on Schedule 5.1(b),
all of which have been duly obtained, taken, given or made and are in full force
and effect, and (2) any authorization, approval, consent, notices or filings the
failure of which to obtain, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Change.

     

    (iv) This
Agreement and each of the other Transaction Documents are in proper legal form
under the Applicable Law of México and New York for the enforcement thereof in
each such jurisdiction and no related filings, registrations, recordings or
Other Taxes are required to be made or paid in connection therewith other than
any such filings, registrations, recordings or payments the failure of which to
make, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Change.

    
      
        
        

      

      
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    (v) To
the knowledge of each Credit Party, there is no requirement for the Lead
Arranger or any Financing Party to be licensed or qualified with any
Governmental Authority of México or the United States of America solely by
reason of the execution and performance of the Financing Documents.

     

    (c) Financial
Condition.

     

    (i) The
Financial Statements for the Borrower and its Subsidiaries delivered in
accordance with Section 4.1(b)
have been prepared in accordance with GAAP, are complete and correct in all
material respects and fairly present the financial condition of the Borrower and
its Subsidiaries as at the applicable dates and the results of their operations
for the periods ended on such dates, subject, in the case of interim statements,
to normal year-end audit adjustments.

     

     

    
      
        
        

      

      
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    (ii)
Except for Indebtedness disclosed in the Financial Statements for the Borrower
and its Subsidiaries delivered in accordance with Section 4.1(b)
and Indebtedness specifically identified in Schedule 5.1(c),
as of the Restatement Date no Credit Party has any Contingent Obligation,
liability for Taxes, long-term commitment or outstanding Indebtedness of any
kind, in the aggregate in excess of $1,000,000 (or its equivalent in any other
currency).

     

    (iii) No
event has occurred since December 31, 2005 and no condition exists that,
individually or in the aggregate, has resulted in, or could reasonably be
expected to result in, a Material Adverse Change (other than in respect of the
Avantel Companies and their Subsidiaries).

     

    (d) Business of the Credit
Parties. No Credit Party has conducted any business other than the
Business.

     

    (e) Taxes and Reports.
All Tax returns, reports and statements of each Credit Party required by any
Applicable Law to be filed with any Governmental Authority have been duly and
properly filed except to the extent the failure to file, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Change. All such returns, reports and statements are complete and accurate in
all material respects. All Taxes due or anticipated to become due in respect of
each Credit Party, or any of their respective Properties, incomes or franchises,
have been duly paid by,
or have been adequately provided for in accordance with GAAP on the books
of, such Credit Party other than those which, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Change. In
addition, except as may be permitted by Section 6.1(e)
or 6.2(a)(ii)(A), no
Liens have been filed or registered, and no claims are being asserted (or, to
the Credit Parties’ knowledge, threatened), with respect to any such Taxes
which, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Change.

     

    (f) Ownership of Capital
Stock. Except as set forth on Schedule 5.1(f),
no Credit Party owns or otherwise Controls any Capital Stock of, or has any
other (legal or beneficial) interest in, any Capital Stock of any other Person,
other than Capital Stock of public companies acquired in the ordinary course of
business.

     

    (g) Investments. No
Credit Party holds any Investment other than Investments permitted by Section 6.2(i).

     

    (h) Title to Assets;
Liens. Each Credit Party has good and marketable title to all of the
material Property purported to be owned by it, free and clear of all Liens,
other than Permitted Liens, and holds such title and all of such Property in its
own name and not in the name of any nominee or other Person. Each Credit Party
is lawfully possessed of a valid and subsisting leasehold estate in and to all
Property that it purports to lease, free and clear of all Liens, other than
Permitted Liens, and holds such leaseholds in its own name and not in the name
of any nominee or other Person (it being understood that
Avantel Infraestructura subleases one floor of its office at Paseo de la Reforma
No. 265). No Credit Party has created or is contractually bound to create
any Lien on or with respect to any of its Properties, except for Permitted
Liens, and no Credit Party is restricted by Applicable Law or its Organizational
Documents from creating Liens on any of its Properties.

     

    (i) Governmental
Approvals.

     

    (i) Schedule 5.1(i)
contains a complete and accurate list of all Governmental Approvals necessary
for the conduct of the business of each Credit Party and the transactions
effected by the Financing Documents (including right-of-way agreements). Each
Credit Party has obtained all other necessary Governmental Approvals from, and
has filed all required registrations, applications, tariffs, reports and other
documents with, the SCT, the COFETEL and all other Governmental Authorities in
accordance with the Material Concessions and all other Applicable Laws, except
for such approvals or filings the failure of which to obtain or make,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Change. Each Material Concession and each such other
Governmental Approval is valid and in full force and effect, is not subject to
any conditions for effectiveness and is not subject to appeal or judicial
challenge; and no event has occurred that, individually or in the aggregate,
could reasonably be expected to: (A) result in the revocation, termination or
adverse modification of the Material Concessions or the revocation, termination
or material adverse modification of any such other Governmental Approval or (B)
adversely affect any rights of any Credit Party under any Governmental Approval,
and, in either case (of clause (A) and/or (B)) result in a Material Adverse
Change.

    
 

    
      
        
        

      

      
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    (ii)
There is no proceeding pending or, to any Credit Party’s knowledge, threatened
against the Borrower or any Subsidiary that, individually or in the aggregate,
if determined adversely to the Borrower or such Subsidiary, could reasonably be
expected to result in the rescission, termination or suspension of any
Governmental Approval set out in Schedule 5.1(i)
other than any such proceeding that could not reasonably be expected to result
in a Material Adverse Change.

     

    (j) Condition of Systems.
All of the material Properties and systems of the Borrower and its Subsidiaries
are in good repair, working order and condition, ordinary wear and tear
excepted, and are in material compliance with all Applicable Laws and all
Governmental Approvals (including the Material Concessions) except as could not,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Change.

     

    (k) No Defaults; Adverse
Restrictions. No Default or Unmatured Default exists or will exist
immediately after the funding of the Loans. No default exists under or with
respect to any of the Credit Parties’ contractual or other obligations in any
respect that, individually or in the aggregate, has resulted in, or could
reasonably be expected to result in, a Material Adverse Change.

     

    (l) Legal Proceedings.
Except as set forth in Schedule 5.1(l),
there is no: (i) injunction, writ, preliminary restraining order or any order of
any nature issued by an arbitrator, court or other Governmental Authority in
connection with the transactions provided for herein or in any other Transaction
Document or (ii) action, suit, other legal proceeding, arbitral proceeding,
inquiry or investigation of or before any arbitrator, court or other
Governmental Authority pending or, to any Credit Party’s knowledge, threatened,
that, individually or in the aggregate, has resulted in, or could reasonably be
expected to result in, a Material Adverse Change. Notwithstanding anything
herein to the contrary, the information contained in Schedule 5.1(l)
is for informational purposes only and nothing herein shall be deemed to
constitute an agreement or waiver by any of the Financing Parties to any
consequences of the proceedings described therein (including any consequence
that may result in a Default).

     

    (m) Compliance with Laws.
The Borrower and each Subsidiary is in compliance in all material respects with
the Federal Telecommunications Law, all other Applicable Laws, all Governmental
Approvals (including the Material Concessions) and its Organizational Documents
other than any such failure to comply that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse
Change.

     

    (n) Environmental
Matters. The Borrower and each Subsidiary has duly complied in all
material respects with, and its business, operations, Property, leaseholds and
other facilities are in all material respects in compliance with, all applicable
Environmental Laws other than any such failure to comply that, individually or
in the aggregate, could not reasonably be expected to result in a Material
Adverse Change. The Borrower and each Subsidiary: (i) has received and will
maintain all Governmental Approvals relating to, and (ii) has received no
complaint, order, directive, claim, citation or notice by any Governmental
Authority or any other Person alleging non-compliance with, any Environmental
Law other than any such failure to maintain or to comply that, individually or
in the aggregate, could not reasonably be expected to result in a Material
Adverse Change.

    
      
        
        

      

      
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    (o) Intellectual
Property. Each Credit Party owns or has the right to use all patents,
trademarks, permits, service marks, trade names, copyrights, franchises,
formulas, licenses, other intellectual property rights and other rights with
respect thereto, and has obtained assignment of all leases and other rights of
whatsoever nature, necessary for the Network and the operation of its business
as currently contemplated without any conflict with the rights of other Persons
other than as, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Change. No product, process, method,
substance, part or other material sold or employed or presently contemplated to
be sold by or employed by any Credit Party infringes (or will infringe) upon any
patent, trademark, permit, service mark, trade name, copyright, franchise,
formula, license or other intellectual property right of any other Person other
than as, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Change.

     

    (p) Solvency. Each Credit
Party is Solvent and, after giving effect to the consummation of the
transactions contemplated in the Financing Documents, on a Consolidated Basis,
will be and will continue to be Solvent.

     

    (q) Disclosure. All
documents, reports or other information pertaining to any Credit Party, any
Credit Party Affiliate or the Business that have been furnished in writing to
the Lead Arranger and/or Financing Party by (or on behalf of) the Credit Parties
(including: (i) the Information Memorandum, (ii) any application for the
extensions of credit or guarantees provided for in the Financing Documents and
(iii) the Financing Documents, including the Exhibits and Schedules attached
thereto, but excluding any forecasts and projections), taken as a whole, are
true and correct in all material respects and do not contain any material
misstatement of fact or taken as a whole omit to state any fact necessary to
make the statements contained therein not materially misleading. The projections
delivered to the Administrative Agent and any other such written forecasts and
projections were as of the time delivered based upon assumptions reasonably
believed to be reasonable at the time made (it being understood that such
projections are subject to significant uncertainties and contingencies, many of
which are beyond the control of the Credit Parties, and that no assurance can be
given that the projections will be realized).

     

    (r) Immunity. Each Credit
Party is subject to civil and commercial law with respect to its Obligations,
and the execution, delivery and performance of the Financing Documents by each
Credit Party constitute private and commercial acts rather than public or
governmental acts. No Credit Party nor any of their respective Properties have
any immunity from suit, court jurisdiction, attachment prior to judgment,
attachment in aid of execution of a judgment, set-off, execution of a judgment
or from any other legal process with respect to the Obligations or any of their
other respective agreements under the Financing Documents.

     

    (s) Pension Plans; Labor
Matters.

     

    
      
        
        

      

      
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    (i) No
Credit Party nor any ERISA Affiliate has ever maintained or contributed to (or
had an obligation to contribute to) any ERISA Plan. Each Non-U.S. Pension Plan,
if any, has been maintained in substantial compliance with its terms and with
the requirements of Applicable Law, and has been maintained, where required, in
good standing with applicable Governmental Authorities. No Credit Party has
incurred any obligation in connection with the termination of or withdrawal from
any Non-U.S. Pension Plan. The present value of the accrued benefit liabilities
(whether or not vested) under each Non-U.S. Pension Plan, if any, determined as
of the end of the Credit Parties’ most recently-ended Fiscal Year on the basis
of actuarial assumptions, each of which is reasonable, did not exceed the
current value of the assets of such Non-U.S. Pension Plan allocable to such
benefit liabilities.

     

    (ii) All
obligations of the Borrower and its Subsidiaries for payments with respect to
any mandatory and additional employee benefit plans (including to the Instituto Mexicano del Seguro
Social (Mexican Social Security Institute) and Instituto del Fondo Nacional para la
Vivienda de los Trabajadores (National Worker’s Housing Fund Institute))
and accrued payroll tax payments for their respective employees have been timely
paid and properly reported in the Financial Statements required to be delivered
hereunder except where the failure to make such payments, individually or in the
aggregate, has not resulted in, and could not reasonably be expected to result
in, a Material Adverse Change or create any Lien (other than Permitted
Liens).

     

    (iii) The
Borrower and its Subsidiaries have complied in all material respects with all
Applicable Laws with respect to employment practices, including applicable
health and safety regulations, and there is no charge or complaint alleging any
material violation of any such Applicable Law against the Borrower or any
Subsidiary pending or, to the Credit Parties’ knowledge, threatened (including
by or before any federal or local labor board, any tribunal or the Comisión Nacional del Sistema de
Ahorro para el Retiro (National Savings and Retirement System
Commission)) other than non-compliance or violation that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Change.

     

    (iv)
There is no labor strike, request for representation, slowdown or stoppage
actually pending or, to the Credit Parties’ knowledge, threatened against or
affecting any of the Borrower and its Subsidiaries that, individually or in the
aggregate, has resulted in, or could reasonably be expected to result in, a
Material Adverse Change.

     

    (v) The
Borrower and each Subsidiary has filed all forms, reports, statements, provider
agreements, benefit plan descriptions, payor agreements, beneficiary materials
and other documents (including those related to employee benefit plans) required
to be filed by it with any Governmental Authority, including state and federal
insurance and health regulatory authorities, except where the failure to file,
individually or in the aggregate, has not resulted in, and could not reasonably
be expected to result in, a Material Adverse Change.

     

    
      
        
        

      

      
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    (t) Use of Proceeds; Margin
Stock. The proceeds of the Loans shall be utilized directly or indirectly
for the refinancing of all outstanding amounts owed under the Existing Credit
Agreement. No proceeds of any Loan shall be used to acquire any equity security
of a class that is registered pursuant to Section 12 of the Securities
Exchange Act of 1934. No Credit Party is 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 any Loan shall be used to purchase
or carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying margin stock.

     

    (u) Investment Company
Act. No Credit Party 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.
Neither the making of any Loan, nor the application of the proceeds or repayment
thereof by any Credit Party, nor the consummation of the other transactions
contemplated hereby will violate any provisions of such Act or any rule,
regulation or order of the U.S. Securities and Exchange Commission
thereunder.

     

    (v) Pari Passu. The
Obligations of each Credit Party are and will be direct, unconditional,
unsecured and unsubordinated obligations, and do rank and will rank at least
pari passu with all
other present and future senior unsecured and unsubordinated Indebtedness, of
such Credit Party.

     

    ARTICLE
VI

     

    COVENANTS

     

    SECTION
6.1 Affirmative
Covenants. Each Credit Party hereby agrees that it shall (and shall cause
each of its Subsidiaries to) perform and comply with each of the
following:

     

    (a) Corporate Existence.
Except as may be permitted by Section 6.2(f)(ii),
each Credit Party shall (and shall cause each of its Subsidiaries that are
Restricted Subsidiaries to) preserve and maintain its corporate existence and
obtain and maintain all Governmental Approvals necessary for the maintenance of
its corporate existence and good standing, if applicable; provided that no Credit Party
(other than the Borrower with respect to existence) or any of its Subsidiaries
shall be required to preserve any such existence or Governmental Approvals if
such Credit Party shall determine that the preservation thereof is no longer
desirable in the conduct of the business of such Person, and that the loss
thereof, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Change.

     

    (b) Governmental
Approvals. The Credit Parties shall (and shall cause their Subsidiaries)
at all times maintain in full force and effect the Material Concessions and each
Credit Party shall obtain and maintain (and cause each of its Subsidiaries to
obtain and maintain) all other Governmental Approvals necessary for: (i) the
conduct of its business (except for such Governmental Approvals the failure to
obtain and maintain, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Change) and (ii) the authorization,
execution and delivery by each Credit Party of the Financing Documents to which
it is a party, and the due performance of all of its obligations thereunder and
the validity and enforceability thereof. Each Credit Party shall acquire,
maintain and renew all rights, contracts, powers, exemptions, privileges,
leases, lands and franchises and obtain and maintain all registrations, filings
and declarations necessary for the performance of its obligations under the
Financing Documents and material to the conduct of its business.

     

    
      
        
        

      

      
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    (c) Compliance with Laws.
Each Credit Party shall (and shall cause its Subsidiaries to) conduct its
business in compliance with all Applicable Laws, including all relevant
Governmental Approvals and Environmental Laws, except where any failure to
comply, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Change, and except that any Credit Party or
Subsidiary may, at its expense, contest by appropriate proceedings conducted in
good faith the validity or application of any such Applicable Law so long as:
(i) none of the Financing Parties or any Credit Party would be subject to any
criminal liability for failure to comply therewith, (ii) all proceedings to
enforce such Applicable Law against the Credit Parties and, if applicable, the
Financing Parties shall have been duly stayed and (iii) the loss of such contest
is not reasonably likely to result in the sale, forfeiture or loss of any of the
Credit Parties’ Property (including the Material Concessions).

     

    (d) Maintenance of Properties,
Etc. Each Credit Party shall maintain and preserve all of its material
Properties that are necessary to the conduct of its business in good working
order and condition, ordinary wear and tear excepted, and, from time to time,
make or cause to be made all appropriate and proper repairs, renewals and
replacements thereto in accordance with its prior practices, and keep all
systems and equipment in compliance with any and all standards or rules
(including compliance with technical standards and construction requirements and
deadlines) imposed pursuant to any Applicable Law or the terms of any Material
Document (including the Material Concessions), except where the failure to do
so, individually or in the aggregate, would not result in a Material Adverse
Change.

     

    (e) Payment of Taxes,
Etc. Each Credit Party shall (and shall cause its Subsidiaries to) duly
pay and discharge before they become overdue: (i) all material Taxes levied or
imposed upon its Property, earnings or business, (ii) all material utility and
governmental charges incurred in the ownership, operation, maintenance, use,
occupancy and upkeep of its business and (iii) all material lawful claims and
obligations that, if unpaid, might result in the imposition of a Lien upon its
Property except, in each case, where the failure to pay or discharge,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Change and provided that any Credit
Party may contest in good faith any such Taxes, charges, claims or obligations
and, in such event, may permit the Taxes, charges, claims or obligations to
remain unpaid during any period, including appeals, when any Credit Party is in
good faith contesting the same and so long as: (A) adequate reserves shall have
been established with respect to any such Taxes, charges, claims or obligations,
accrued interest thereon and potential penalties or other costs relating thereto
in accordance with applicable GAAP, or other adequate provision for payment
thereof shall have been made, (B) such contest does not involve any risk of the
sale, forfeiture or loss of any of the Credit Parties’ Property (including the
Material Concessions) and (C) enforcement of the contested item shall be
effectively stayed.

     

    
      
        
        

      

      
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    (f) Maintenance of
Insurance. Each Credit Party shall procure and maintain in full force and
effect at all times insurance policies with financially sound, responsible and
reputable insurance companies in such amounts and covering such risks as is
prudent in the good faith judgment of the officers of the Borrower, except where
failure to obtain and maintain such insurance, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse
Change.

     

    (g) Financial Statements and
Other Information. The Credit Parties shall at their sole cost furnish to
the Administrative Agent (for further delivery to each Lender) each of the
documents provided for below at the times specified below (all Financial
Statements to be prepared on a Consolidated Basis except to the extent
specifically provided otherwise below):

     

    (i) Quarterly Statements. As soon
as available and in any event within 45 days after the end of each fiscal
quarter (other than the last fiscal quarter of each Fiscal Year), the unaudited
Financial Statements for the Borrower and its Subsidiaries prepared in
accordance with GAAP.

     

    (ii)
Annual Statements.
Within 120 days after the end of each Fiscal Year, the audited consolidated
annual Financial Statements for the Borrower and its Subsidiaries prepared in
accordance with GAAP together with an unqualified opinion of the Auditors
reporting thereon to the effect that such Financial Statements fairly present
the financial condition of the Borrower and its Subsidiaries in accordance with
GAAP.

     

    (iii)
Officer’s Certificate.
Each time the Financial Statements are required to be delivered under clause (i) or
(ii), a
certificate of an Authorized Officer of the Borrower: (A) certifying that: (1)
such officer has made or caused to be made a review of the transactions and
financial condition of the Credit Parties during the relevant period, (2) the
Financial Statements fairly present the financial condition of the Credit
Parties as at the end of, and for, the relevant period in accordance with GAAP,
subject to normal year-end audit adjustments, and (3) his/her review has not
disclosed the existence of a Default or Unmatured Default at any time during the
applicable fiscal period or, if any Default or Unmatured Default then exists or
existed at any time during the applicable fiscal period, specifying the nature
and period of existence thereof and what action the Credit Parties have taken
and/or propose to take with respect thereto, and (B) setting out in reasonable
detail the computations necessary to determine whether the Borrower is in
compliance with Sections 6.2(a),
(b), (d), (e), (g), (h), (i) and (o) as at the end of
the relevant fiscal period.

     

    (iv)
Communications with
Governmental Authorities. Promptly (and in any event within ten Business
Days) after receipt thereof, a copy of: (A) any notice from the SCT, the COFETEL
or any other Governmental Authority of the imposition of any material fine,
penalty or forfeiture (either individually or when taken together with other
fines, penalties or forfeitures incurred), including any fine pursuant to
Article 38 of the Federal Telecommunications Law, (B) any notice from the
SCT or the COFETEL pursuant to Article 63 of the Federal Telecommunications
Law and (C) any notice or request from the SCT, the COFETEL or any other
Governmental Authority threatening any of the foregoing; and promptly (but in
any event within 10 Business Days) after the delivery thereof, a copy of each
material notice, report or other communication sent by a Credit Party to the
SCT, the COFETEL or any other Governmental Authority.

     

    
      
        
        

      

      
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    (v) Other information. Copies of
all other annual or interim audit reports submitted to a Credit Party by the
Auditors, copies of all financial reports and material notices sent by the
Borrower or any other Credit Party to holders of notes issued by a Credit Party,
copies of any Financial Statements and reports that the Borrower or any other
Credit Party files with the Comisión Nacional Bancaria y de
Valores or the SEC, when any Unrestricted Subsidiary exists, internally
prepared reconciliations or adjustments to the financials for the Borrower and
its Subsidiaries to show whether there is compliance with respect to the
covenants of this Agreement relating to the Borrower and its Restricted
Subsidiaries (excluding the Unrestricted Subsidiaries), and such other
information and data with respect to the business, Properties, operations or
condition of any Credit Party as either Agent may reasonably
request.

     

    (h) Access to Records:
Inspection. Each Credit Party shall, at all reasonable times (and upon at
least 10 Business Days’ prior notice, unless a Default or Unmatured Default
exists), give, or cause to be given, to any and all representatives of any
Financing Party access during normal business hours to, and permit them to
examine, copy and make extracts from, any and all records and documents in the
possession or subject to the control of the Credit Parties relating to their
respective Properties, operations and financial affairs, and to inspect any of
their respective facilities or Properties, and to discuss the affairs, finances
and accounts of the Credit Parties with any of their respective officers or
directors and with the Auditors; provided that the Credit
Parties shall not be obligated to: (i) permit the Administrative Agent (or such
other Financing Party or Financing Parties as the Administrative Agent may
specify) to perform any such examination more than once in any calendar year
unless a Default or Unmatured Default exists, or (ii) make available any such
records and documents (other than enforceable agreements to which any Credit
Party is a party) to the extent that they: (A) are subject to confidentiality
agreements with parties that are not Affiliate(s) of the Credit Parties and (B)
are of a type of communication that is generally considered confidential by
similar Persons in the ordinary course of business. The expenses of any such
examination shall be borne by the examining Financing Parties unless a Default
or Unmatured Default exists, in which event such expenses shall be borne by the
Borrower.

     

    (i) Notice of Default and Other
Matters. The Credit Parties shall promptly (but in any event within or
five Business Days upon obtaining knowledge thereof) provide to the
Administrative Agent (for further delivery to each Lender and the Peso Agent)
written notice of:

     

    (i) any
Default or Unmatured Default, describing such Default or Unmatured Default and
any action being taken and/or proposed to be taken with respect to such Default
or Unmatured Default,

     

    
      
        
        

      

      
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    (ii) any
litigation, arbitration, claim, investigation, proceeding or controversy pending
or, to any Credit Parties’ knowledge, threatened in writing involving or
affecting the Credit Parties: (A) involving an amount in excess of $10,000,000
(or its equivalent in any other currency) individually or in the aggregate, (B)
seeking any injunctive, declaratory or other equitable relief that, if granted,
could reasonably be expected to result in a Material Adverse Change, (C) that
could give rise to a Lien on any of their respective Properties, other than
Permitted Liens or (D) that, individually or in the aggregate, has resulted in,
or (if adversely determined) could reasonably be expected to result in, a
Material Adverse Change,

     

    (iii)
with respect to the Material Concessions or any other material Governmental
Approval: (A) any material citation or order relating thereto, (B) any material
suspension, revocation, rescission, materially adverse modification or
termination thereof, (C) any alleged material breach or violation thereof by the
Credit Parties or any other Person, (D) any material proceeding (including any
material development in connection with the events described in Schedule 5.1(l))
relating thereto and (E) any refusal of any Person to grant, renew or extend the
same,

     

    (iv) any
casualty, damage or loss to the Property of the Credit Parties, whether or not
insured, through fire, theft, other hazard or casualty in excess of $10,000,000
(or its equivalent in any other currency) for any one casualty or loss or
$10,000,000 (or its equivalent in any other currency) in the aggregate in any
Fiscal Year,

     

    (v) the
occurrence of any: (i) fire, explosion, flood, earthquake or “Act of God,” (ii)
war, civil war, blockade or act of the public enemy or (iii) riot, strike,
lockout or other labor dispute or industrial action, in each case that,
individually or in the aggregate, has resulted in, or could reasonably be
expected to result in, a Material Adverse Change,

     

    (vi) any
proposed material change in the nature or scope of the business or operations of
the Credit Parties taken as a whole other than any that constitutes part of the
Business, and

     

    (vii) any
other event or development that, individually or in the aggregate, has resulted
in, or could reasonably be expected to result in, a Material Adverse
Change.

     

    (j) Release
Documentation. Each Credit Party shall provide evidence of registration
(where applicable) of the release of the Released Liens through the delivery of
a no-lien certificate or equivalent documentation, issued by the relevant
registration office (including without limitation, to the extent applicable, the
RPPC, the Telecommunications Registry (Registro de
Telecomunicaciones) maintained by COFETEL and the Mexican Institute of
Industrial Property (Instituto
Mexicano de Propiedad Industrial) within 180 days from the filing of the
Release Documentation with such registration office on or before January 15,
2007 (or such later date as the Administrative Agent shall
approve).

     

    (k) Material Documents;
Etc. Each Credit Party shall (and
shall cause its Subsidiaries to): (A) perform and observe in all material
respects all of its covenants and obligations contained in each of the Material
Documents to which it is a party and (B) except to the extent considered
imprudent in the reasonable judgment of the applicable Credit Party or
Subsidiary, enforce against the relevant Person each material covenant or
obligation under any Material Document to which it is a party in accordance with
its terms.

     

    
      
        
        

      

      
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    (l) Use of Proceeds. All
proceeds of the Loans shall be used as provided in Section 5.1(t).

     

    (m) Insurance Proceeds.
If any Credit Party receives any amount in respect of any proceeds of insurance
in excess of $100,000 as a result of any loss or damage to any of the Credit
Parties’ Property, then unless such Credit Party applies such proceeds to the
payment of the costs of repairing, restoring or rebuilding the portion of such
Property that was the subject of such loss or damage or otherwise invests such
proceeds in the Business within six months after the receipt of such proceeds,
then such Credit Party shall apply such proceeds to the payment of its
Indebtedness (including Indebtedness hereunder).

     

    (n) Expropriation Event.
If an Expropriation Event shall occur with respect to the Borrower’s or any
Restricted Subsidiary’s Property, then the Borrower or such Restricted
Subsidiary, as the case may be, shall: (i) promptly (but in any event within
five Business Days) upon discovery or receipt of notice of any occurrence
thereof provide written notice to the Agents, (ii) diligently pursue all of its
rights to compensation against the relevant Governmental Authority in respect of
such Expropriation Event, and (iii) not, without the written consent of the
Required Lenders, compromise or settle any claim with or against such
Governmental Authority. Nothing in this paragraph shall be deemed to impair any
rights any Financing Party may have with respect to any such Expropriation
Event.

     

    (o) Pension Plans. Each
Non-U.S. Pension Plan (if any) shall be maintained in substantial compliance
with its terms and with the requirements of all Applicable Laws. All
contributions required to be made with respect to a Non-U.S. Pension Plan shall
be timely made. No Credit Party shall incur any obligation in connection with
the termination of or withdrawal from any Non-U.S. Pension Plan. The present
value of the accrued benefit liabilities (whether or not vested) under each
Non-U.S. Pension Plan (if any) determined as of the end of each Fiscal Year, on
the basis of reasonable actuarial assumptions, shall not exceed the current
value of the assets of such Non-U.S. Pension Plan allocable to such benefit
liabilities. The Borrower and its Subsidiaries shall comply with all Applicable
Laws relating to social security.

     

    (p) License Marks. Each
Credit Party shall preserve or renew all of its registered patents, trademarks,
permits, service marks, trade names, copyrights, franchises, formulas, licenses
and other intellectual property, and rights to use the foregoing, the
non-preservation or non-renewal of which, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse
Change.

     

    (q) Pari Passu. Each
Credit Party shall take all actions to ensure that at all times the Obligations
constitute unconditional general obligations ranking at least pari passu in all respects
with all present and future other senior unsecured and unsubordinated
obligations of such Credit Party.

     

    
      
        
        

      

      
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    (r) Further Assurances.
Each Credit Party shall do and perform, from time to time, any and all acts (and
execute any and all documents) as may be necessary or as reasonably requested by
any Financing Party in order to effect the purposes of the Financing
Documents.

     

    (s) Ratings. The Borrower
shall use commercially reasonable efforts to maintain a corporate rating from at
least two of S&P, Moody’s and Fitch.

     

    SECTION
6.2 Negative
Covenants. Each Credit Party hereby agrees that it shall (and shall cause
each of its Subsidiaries to) perform and comply with each of the
following:

     

    (a) Liens. No Credit
Party shall, or shall permit any of its Subsidiaries that are Restricted
Subsidiaries to, create, incur, assume or otherwise permit to exist any Lien on
any of its Properties of any character (including accounts receivable and bank
accounts), whether now owned or hereafter acquired, or on any proceeds or income
therefrom, or sign any security agreement authorizing any secured party
thereunder to file any financing statement, record any Lien or take any similar
action, or assign for security any accounts receivable or any other right to
receive income, except for the following (each a “Permitted
Lien”):

     

    (i) any
Liens to secure the Obligations,

     

    (ii) such
of the following as to which no enforcement, collection, execution, levy or
foreclosure proceeding shall have been commenced: (A) Liens for Taxes to the
extent not required to be paid under Section 6.1(e),
(B) 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 90 days or are being
contested in good faith, (C) pledges or deposits to secure obligations under
workers’ compensation laws or similar legislation, (D) easements, rights-of-way
and other encumbrances on title to real property that do not render title to the
real property encumbered thereby unmarketable or materially adversely affect the
use of such real property for its present purposes, (E) the interests of parties
other than the Borrower and the Restricted Subsidiaries under certain
right-of-way agreements and (F) setoff rights of deposit banks with respect to
amounts on deposit in accounts of the Borrower and the Restricted Subsidiaries
permitted under the Financing Documents,

     

    (iii)
Liens on Property subject to Capital Leases or other equipment financing
transactions entered into by the Borrower and the Restricted Subsidiaries after
the Closing Date or Liens on Property acquired after the Closing Date by the
Borrower and the Restricted Subsidiaries in favor of the vendor thereof to
secure the Borrower’s or applicable Restricted Subsidiary’s, as the case may be,
obligation to pay the balance of the purchase price thereof; provided that: (A) no such
Lien may extend to any Property other than the Property (and any improvements
thereon or thereto) held subject to such Capital Lease or other equipment
financing transaction or acquired for such purchase price, as the case may be,
(B) the aggregate principal amount of Indebtedness in respect of Capital Leases
or the deferred purchase price of Property or services payable more than 120
days after the furnishing of such Property or services secured by such Liens
shall not exceed $30,000,000 (or its equivalent in any other currency) at any
time outstanding, (C) after giving effect to such Indebtedness, the Borrower and
the Restricted Subsidiaries are still in compliance with clause (g)(iii),
and (D) any such Indebtedness shall not otherwise be prohibited hereby
(including by clause (b)),

     

    
      
        
        

      

      
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    (iv)
Liens on Customer Premises Equipment arising from the interests of the lessees
of such equipment (including the right to acquire the leased property at the end
of the lease term and the right of possession and quiet enjoyment),

     

    (v) the
replacement, extension or renewal of any Lien permitted by any clause of this
Section 6.2(a)
upon or in the same Property theretofore subject thereto or the replacement,
extension or renewal (without increase in the amount) of the Indebtedness
secured thereby,

     

    (vi)
Liens granted by a Credit Party to another Credit Party pursuant to any joint
venture agreements,

     

    (vii)
Liens granted by the Borrower or any Restricted Subsidiary (other than the
Avantel Companies and the Subsidiaries of the Avantel Companies) in effect on
the Closing Date (not including the Released Liens, which were released in
connection with entering into to the Existing Credit Agreement) and listed on
Schedule 6.2(a)(vii),

     

    (viii)
good faith deposits in connection with bids, tenders, contracts (other than for
the payment of Indebtedness) or leases to which the Borrower or such Restricted
Subsidiary is a party, or deposits to secure public or statutory obligations of
the Borrower or such Restricted Subsidiary or deposits of cash or United States
government bonds to secure surety or appeal bonds to which the Borrower or such
Restricted Subsidiary is a party, or deposits as security for contested taxes or
import duties or for the payment of rent, in each case incurred in the ordinary
course of business,

     

    (ix)
Liens in favor of issuers of surety bonds or letters of credit issued pursuant
to the request of and for the account of the Borrower or such Restricted
Subsidiary in the ordinary course of its business; provided, however, that such letters of
credit do not constitute Indebtedness,

     

    (x) minor
survey exceptions, minor encumbrances, easements or reservations of, or rights
of others for, licenses, rights-of-way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as
to the use of real property or Liens incidental to the conduct of the business
of the Borrower or such Restricted Subsidiary or to the ownership of its
Properties that were not Incurred in connection with Indebtedness and that do
not in the aggregate materially adversely affect the value of such Properties or
materially impair their use in the operation of the business of the Borrower or
such Restricted Subsidiary,

     

    (xi)
Liens on Property or shares of Capital Stock of any Person at the time such
other Person becomes a Subsidiary of a Credit Party; provided, however, that the Liens may
not extend to any other Property owned by the Borrower or any Restricted
Subsidiary (other than Property affixed or appurtenant thereto),

     

    
      
        
        

      

      
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    (xii)
Liens on Property at the time such Credit Party or any of its Subsidiaries
acquires the Property, including any acquisition by means of a merger or
consolidation with or into such Credit Party or a Subsidiary of such Credit
Party; provided, however, that the Liens may
not extend to any other Property owned by any Credit Party or any of its
Subsidiaries (other than Property affixed or appurtenant thereto),

     

    (xiii)
Liens securing Indebtedness or other obligations of a Subsidiary of such Credit
Party owing to such Credit Party or a wholly-owned Subsidiary of the Borrower
that is also a Guarantor,

     

    (xiv)
Liens securing Permitted Hedging Obligations so long as: (A) such Permitted
Hedging Obligations relate to Indebtedness that is secured by a Lien on the same
Property securing such Permitted Hedging Obligations or (B) such Lien is with
respect to the posting of cash or cash equivalents as collateral so long as such
collateral is not required under the related Hedging Agreement unless such
Permitted Hedging Obligations exceed 10% of the notional amount of the related
hedging transaction,

     

    (xv)
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,

     

    (xvi)
licenses of patents, trademarks and other intellectual property rights granted
by the Borrower or any Restricted Subsidiary in the ordinary course of business
and not interfering in any material respect with the ordinary conduct of the
business of the Borrower or any Restricted Subsidiary,

     

    (xvii)
pledges or deposits of cash and cash equivalents securing deductibles,
self-insurance, co-payment, co-insurance, retentions or similar obligations to
providers of property, casualty or liability insurance in the ordinary course of
business,

     

    (xviii)
Liens on insurance policies and the proceeds thereof securing the financing of
the premiums with respect thereto,

     

    (xix)
licenses, leases or subleases granted to third Persons or to the Borrower or its
Subsidiaries by the Borrower and/or its Subsidiaries in the ordinary course of
business and not interfering in any material respect with the business of any
Credit Party or any of its Subsidiaries,

     

    (xx)
other Liens securing, in the aggregate, less than $20,000,000 (or its equivalent
in another currency) of Indebtedness, and

     

    (xxi) any
Lien on any Property securing other Indebtedness permitted under clause (b); provided that the Obligations
are also secured by a Lien on such Property on a senior or pari passu basis with respect
to such other Indebtedness, in a manner satisfactory to the Administrative
Agent.

     

    (b) Indebtedness. No
Credit Party shall, or shall permit any of its Subsidiaries that are Restricted
Subsidiaries to, incur, assume, guarantee, permit to exist or otherwise become
liable for any Indebtedness; provided that Indebtedness
shall be permitted if: (i) the Borrower is and remains in compliance with the
financial covenant set forth in clause (g)(iii)
(calculated, as applicable, on a pro forma basis for the four
fiscal quarters most recently ended for which Financial Statements have been
prepared as though such Indebtedness had been incurred at the beginning of such
period), and (ii) the Consolidated Total Indebtedness to EBITDA Ratio does not
and continues not to exceed 4.0x (calculated, as applicable, on a pro forma basis for the four
fiscal quarters most recently ended for which Financial Statements have been
prepared as though such Indebtedness had been incurred at the beginning of such
period).

     

    
      
        
        

      

      
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    (c) No Alteration of Agreements
or Organizational Documents. No Credit Party shall, or shall permit any
of its Subsidiaries that are Restricted Subsidiaries to, cancel, terminate,
permit the cancellation or termination of, amend, modify or change any material
terms or conditions of, or grant (or receive) any material consent, waiver or
approval under, or waive any default or any breach of any material term or
condition of, or take or fail to take any other action that would impair the
value of the interest or impair the rights of any Credit Party, any Restricted
Subsidiary, the Administrative Agent or any other Financing Party under: (i) any
of its Organizational Documents, or (ii) any Financing Document.

     

    (d) Restricted Payments.
No Credit Party shall, or shall permit any of its Subsidiaries that are
Restricted Subsidiaries to, make any Restricted Payment at any time; provided that:

     

    (i) the
Borrower and any Restricted Subsidiary may make Restricted Payments to the
Borrower or another Credit Party that is a wholly-owned Subsidiary of the
Borrower or is wholly-owned by the Credit Party who is the recipient of such
payment,

     

    (ii) the
Borrower and any Restricted Subsidiary may pay dividends on its Capital Stock in
the form of shares of additional Capital Stock so long as no Change of Control
shall result from the payment of such share dividend,

     

    (iii) the
Borrower may make Restricted Payments in respect of dividends or other payments
on Capital Stock, repurchase of Capital Stock and payments on Permitted
Subordinated Indebtedness in any Fiscal Year not in excess of its net income for
the previous fiscal year so long as no Unmatured Default or Default then exists
or would result therefrom,

     

    (iv) so
long as no Default exists, the repurchase or other acquisition of Capital Stock
of the Borrower or any Restricted Subsidiary from employees, former employees,
directors or former directors of the Borrower or any Restricted Subsidiary (or
permitted transferees of such employees, former employees, directors or former
directors), pursuant to the terms of the agreements (including employment
agreements) or plans (or amendments thereto) approved by the Board of Directors
of the Borrower under which such individuals purchase or sell, or are granted
the option to purchase or sell, shares of such Capital Stock; provided, however, that the aggregate
amount of such repurchases and other acquisitions (excluding amounts
representing cancellation of Indebtedness) shall not exceed $5,000,000 (or its
equivalent in any other currency) in any calendar year,

     

    (v)
repurchases of Capital Stock may occur upon exercise of stock options if such
Capital Stock represents a portion of the exercise price of such
options,

     

    (vi) cash
payments may be made in lieu of the issuance of fractional shares in connection
with the exercise of warrants, options or other securities convertible into or
exchangeable for Capital Stock of the Borrower,

     

    (vii)
Restricted Payments may be made from the proceeds, not required to be applied to
pay other Indebtedness, of the issuance of new Capital Stock to a Person that is
not the Borrower or a Subsidiary, and

     

    (viii)
other Restricted Payments may be made not to exceed $20,000,000 (or its
equivalent in any other currency) in the aggregate.

     

    
      
        
        

      

      
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    (e) Conduct of Business with
Affiliates. No Credit Party shall, or shall permit any of its
Subsidiaries that are Restricted Subsidiaries to, conduct any business with, or
enter into any business transaction involving, any Affiliate thereof (other than
among the Borrower and/or one or more wholly-owned Subsidiaries of the Borrower
or between a Credit Party and another Credit Party that is a wholly-owned
Subsidiary thereof, including pursuant to clause (f)(i))
unless:

     

    (i) such
business or transaction is: (A) in the ordinary course of such Credit Party’s
(and such Affiliate’s) business and (B) upon fair and commercially reasonable
terms no less favorable to such Credit Party than it could obtain in a
comparable arm’s length transaction with a Person who is not an Affiliate,
or

     

    (ii) such
business or transaction constitutes: (A) an Investment permitted to be made
pursuant to Section 6.2(i)
or a Restricted Payment permitted to be made pursuant to Section 6.2(d),
(B) an issuance of securities, or other payments, awards or grants in cash,
securities or otherwise pursuant to, or the funding of, employment arrangements,
stock options and stock ownership plans approved by the Board of Directors, (C)
loans or advances to employees in the ordinary course of business in accordance
with the past practices of the Credit Parties, but in any event not to exceed
$2,000,000 (or its equivalent in any other currency) in the aggregate
outstanding at any one time, (D) the payment of reasonable fees to directors of
the Credit Parties who are not employees of the Credit Parties, (E) the issuance
or sale of any Capital Stock (other than Disqualified Stock) of the Borrower, or
(F) a transaction entered into in the ordinary course of business, consistent
with past practices.

     

    (f) Sale of Assets;
Mergers.

     

    (i) No
Credit Party shall, or shall permit any of its Subsidiaries that are Restricted
Subsidiaries to, sell, assign, transfer, convey, lease or otherwise dispose of
any Property, or grant an option or any other right to purchase or otherwise
acquire any Property, whether now owned or hereafter acquired, except that the
Borrower and each Restricted Subsidiary may sell, assign, transfer, convey,
lease or otherwise dispose of any Property: (x) in the Ordinary Course of
Business; provided that
no Material Adverse Change could reasonably be expected to occur as a result
thereof, (y) to another Credit Party so long as such transaction is in
compliance with clause (e), or
(z) the net proceeds of which sale are applied to repay Indebtedness or are
reinvested in the Borrower’s and Restricted Subsidiaries’ business within 180
days of receipt thereof.

     

    (ii) No
Credit Party shall, or shall permit any of its Subsidiaries that are Restricted
Subsidiaries to: (A) dissolve, liquidate or otherwise cease to do business
(except as permitted in the proviso to Section 6.1(a))
or (B) merge into or consolidate with any Person or permit any Person to merge
into or consolidate with it; provided that the Borrower or
any Restricted Subsidiary may merge into or consolidate with the Borrower or
another Restricted Subsidiary so long as such transactions are in compliance
with clause (e) and
any Restricted Subsidiary may (so long as all of the Properties thereof are
transferred to the Borrower or another Restricted Subsidiary in accordance with
clause (e)) be
dissolved.

     

    
      
        
        

      

      
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    (g) Financial Covenants.
In each case calculated in accordance with GAAP, the Credit Parties shall not
permit:

     

    (i) the
Net Worth as of the end of any fiscal quarter to be less than 80% of the Net
Worth as of December 31, 2006,

     

    (ii) the
Consolidated EBITDA to Interest Ratio to be less than 3.0x as of the end of any
fiscal quarter, commencing with the fiscal quarter ending September 30,
2006, and

     

    (iii) the
Consolidated Senior Indebtedness to EBITDA Ratio to be more than 3.0x as of the
end of any fiscal quarter, commencing with the fiscal quarter ending
September 30, 2006.

     

    (h) Accounts Receivable.
No Credit Party shall, or shall permit any of its Subsidiaries that are
Restricted Subsidiaries to, directly or indirectly, sell or factor any account
receivable or other payment right, including in connection with any
securitization or similar transaction, in an aggregate amount outstanding at any
time in excess of $25,000,000. Each of the Borrower and the Restricted
Subsidiaries shall keep accurate and complete records of the accounts receivable
and other payment rights of the Borrower or such Restricted Subsidiary and
deliver to the Agents such information about such accounts receivable and other
payment rights as the Administrative Agent may reasonably request from time to
time.

     

    (i) Investments. No
Credit Party shall, or shall permit any of its Subsidiaries that are Restricted
Subsidiaries to, make any Investment in any Person except:

     

    (i)
extensions of trade credit to customers in the ordinary course of
business,

     

    (ii)
Permitted Investments,

     

    (iii)
Investments in other Credit Parties,

     

    (iv)
extensions of trade credit in the ordinary course of business,

     

    (v)
Contingent Obligations permitted by clause (b),

     

    
      
        
        

      

      
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    (vi)
loans and advances to employees of the Borrower and the Restricted Subsidiaries
pursuant to the ordinary course of business (including for travel, entertainment
and relocation expenses) in an aggregate amount not to exceed $2,000,000 (or its
equivalent in any other currency) at any one time outstanding,

     

    (vii)
Investments of the Borrower and the Restricted Subsidiaries existing on the
Closing Date and any renewal or extension thereof, provided that the amount of
the original Investment is not increased except by the terms of such Investment
as in effect on the Closing Date or as otherwise permitted under this clause (i),

     

    (viii)
Investments received in satisfaction or partial satisfaction of accounts
receivable from financially troubled account debtors,

     

    (ix)
Investments in the ordinary course of business consisting of endorsements for
collection or deposit,

     

    (x)
promissory notes and other non-cash consideration received in connection with
asset sales,

     

    (xi)
Investments of a Subsidiary acquired after the Closing Date or of a corporation
merged into the Borrower or merged into or consolidated with a Subsidiary after
the Closing Date to the extent that such Investments: (A) were not made in
contemplation of or in connection with such acquisition, merger or consolidation
and (B) were in existence on the date of such acquisition, merger or
consolidation,

     

    (xii)
Permitted Acquisitions,

     

    (xiii)
Investments in other Persons; provided that (with respect
to this clause (xiii)):
(1) no Default or Unmatured Default shall exist at the time in which such
Investment is made or would have existed if such Investment had been made as of
the last day of the previous fiscal quarter, and (2) the aggregate amount of
such Investments (calculated using the amount of the initial Investment in any
such Person) shall not exceed $25,000,000 (or its equivalent in any other
currency) plus the
aggregate amount of cash dividends (excluding return of capital) received by the
Credit Parties in connection with such Investments,

     

    (xiv)
Investments in Permitted Joint Ventures/Partnerships, and

     

    (xv)
other Investments made from the proceeds of the issuance of new Capital Stock
not required to be applied to pay other Indebtedness.

     

    No Credit
Party shall, or shall permit any of its Subsidiaries that are Restricted
Subsidiaries to, become a partner in any general or limited partnership or,
except with each other, otherwise enter into any partnership or joint venture
arrangements, except for Permitted Joint Ventures/Partnerships.

     

    
      
        
        

      

      
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    (j) Subsidiaries.

     

    (i)
Neither the Borrower nor any Restricted Subsidiary shall establish, create or
acquire any Subsidiary unless: (A) such new Subsidiary becomes a party to this
Agreement as a Guarantor by executing a Subsidiary Joinder Agreement, or such
new Subsidiary is designated by the Borrower in a writing delivered to the
Administrative Agent and qualifies as an Immaterial Subsidiary or an
Unrestricted Subsidiary under this clause (j), and
(B) if applicable, replacement Notes are provided to each Lender in the manner
required by Section 2.2(b)(iv).

     

    (ii) Each
Subsidiary that has been designated an Immaterial Subsidiary or an Unrestricted
Subsidiary by the Borrower but at any time no longer qualifies as an Immaterial
Subsidiary or an Unrestricted Subsidiary or has had its designation as an
Immaterial Subsidiary or Unrestricted Subsidiary withdrawn by the Borrower
pursuant to this clause (j) shall
become a party to this Agreement as a Guarantor by executing a Subsidiary
Joinder Agreement with and replacement Notes shall be provided to each Lender in
the manner required by Section 2.2(b)(iv).
A Subsidiary whose designation as an Immaterial Subsidiary or an Unrestricted
Subsidiary has been withdrawn by the Borrower may not subsequently be
redesignated an Immaterial Subsidiary or Unrestricted Subsidiary.

     

    (iii) The
Credit Parties shall not permit at any time: (A) the portion of Consolidated
EBITDA of all Immaterial Subsidiaries to exceed 5% of the Consolidated EBITDA of
the Borrower and its Subsidiaries for the four fiscal quarters most recently
ended at the time of determination or (B) the aggregate assets held by all
Immaterial Subsidiaries to exceed 5% of the consolidated assets of the Borrower
and its Subsidiaries on a Consolidated Basis. To comply with the foregoing, the
Borrower may from time to time, by notice to the Administrative Agent, withdraw
the designation of Immaterial Subsidiary from a formerly Immaterial Subsidiary
such that the requirements of the preceding sentence are met at all times and in
connection therewith shall cause such Subsidiary to become party to this
Agreement as a Guarantor by executing a Subsidiary Joinder Agreement and cause
replacement Notes to be provided to each Lender in the manner required by Section 2.2(b)(iv),
provided that such
redesignation shall not cause or result in an Unmatured Default or
Default.

     

    (iv) The
Credit Parties shall not permit at any time the portion of Consolidated EBITDA
of all Unrestricted Subsidiaries to exceed 20% of the Consolidated EBITDA of the
Borrower and its Subsidiaries on a Consolidated Basis for the four fiscal
quarters most recently ended at the time of determination. To comply with the
foregoing, the Borrower may from time to time, by notice to the Administrative
Agent, withdraw the designation of Unrestricted Subsidiary from a formerly
Unrestricted Subsidiary such that the requirements of the preceding sentence are
met at all times and in connection therewith shall cause such Subsidiary to
become party to this Agreement as a Guarantor by executing a Subsidiary Joinder
Agreement and cause replacement Notes to be provided to each Lender in the
manner required by Section 2.2(b)(iv),
provided that such
redesignation shall not cause or result in an Unmatured Default or
Default.

     

    
      
        
        

      

      
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    (k) Ordinary Conduct of
Business. No Credit Party shall, or shall permit any of its Subsidiaries
that are Restricted Subsidiaries to: (i) engage in any business other than the
Business, (ii) change its Fiscal Year or its method of determining its fiscal
quarters or (iii) make or permit any material change in its accounting policies
or reporting practices, except as required by a change in applicable accounting
principles; provided
that in the case of any such change, the Credit Parties shall promptly notify
the Administrative Agent thereof and enter into such amendments of the financial
ratios, definitions and/or related tests contained herein as the Required
Lenders may reasonably request as a result of such change so as to preserve the
intent of such provisions.

     

    (l) Sales and Transfers of
Equity Interests. No Credit Party shall, or shall permit any of its
Subsidiaries that are Restricted Subsidiaries to: (i) issue or sell any of its
Capital Stock or securities convertible into, or exercisable for, any of its
Capital Stock or (ii) permit the transfer of its Capital Stock or securities
convertible into, or exercisable for, any of its Capital Stock, except: (A) for
such issuances, sales or transfers that would not result in a Change of Control
and (B) as may be permitted by clause (d).

     

    (m) Limitation on Restrictions
on Distributions from Subsidiaries. No Credit Party shall, or shall
permit any of its Subsidiaries to, create or otherwise cause or permit to exist
or become effective any consensual encumbrance or restriction on the ability of
any Subsidiary to: (i) pay dividends or make any other distributions on its
Capital Stock to any Credit Party or pay any Indebtedness owed to any Credit
Party, (ii) make any loans or advances to any Credit Party or (iii) transfer any
of its Property to any Credit Party, except:

     

    (A)           with
respect to clauses
(i), (ii) and (iii)

     

    (1) any
encumbrance or restriction pursuant to an agreement in effect at or entered into
on the Closing Date,

     

    (2) any
encumbrance or restriction with respect to a Subsidiary pursuant to an agreement
relating to any Indebtedness incurred by such Subsidiary on or prior to the date
on which such Subsidiary was acquired by the Borrower (other than Indebtedness
incurred as consideration in, or to provide all or any portion of the funds or
credit support utilized to consummate, the transaction or series of related
transactions pursuant to which such Subsidiary became a Subsidiary or was
acquired by the Borrower) and outstanding on such date,

     

    (3) any
encumbrance or restriction pursuant to an agreement effecting a Permitted
Refinancing of Indebtedness incurred pursuant to an agreement referred to in
clause (1)
or (2) or this
clause (3)
or contained in any amendment to an agreement referred to in clause (1) or
(2) or this
clause (3);
provided, however, that the
encumbrances and restrictions with respect to such Subsidiary contained in any
such refinancing agreement or amendment are no less favorable to the Lenders
than encumbrances and restrictions with respect to such Subsidiary contained in
such predecessor agreements, and

     

    
      
        
        

      

      
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    (4) any
encumbrance or restriction with respect to a Subsidiary imposed pursuant to an
agreement entered into for the sale or disposition of all or substantially all
the Capital Stock or Property of such Subsidiary pending the closing of such
sale or disposition, and

     

    (B) with
respect to clause (iii)
only,

     

    (1) any
encumbrance or restriction consisting of customary nonassignment provisions in
leases governing leasehold interests to the extent such provisions restrict the
transfer of the lease or the Property leased thereunder, and

     

    (2) any
encumbrance or restriction contained in security agreements or mortgages
securing Indebtedness of a Subsidiary to the extent such encumbrance or
restriction restricts the transfer of the Property subject to such security
agreements or mortgages.

     

    (n) Permitted Hedging. No
Credit Party shall, or shall permit any Subsidiary to, enter into any Hedging
Agreement, except with respect to Permitting Hedging Obligations.

     

    (o) Permitted Fianzas and
Letters of Credit. No Credit Party shall, or shall permit any Subsidiary
to, create, incur, assume or suffer to exist any Contingent Obligation in
respect of fianzas or
letters of credit in excess of $100,000,000 (or its equivalent in any other
currency) at any one time outstanding other than fianzas or letters of credit
securing obligations of a Credit Party to Telmex under any interconnection
agreement.

     

    ARTICLE
VII

     

    DEFAULT/REMEDIES

     

    SECTION
7.1 Default/Remedies.
The occurrence of any of the following events or circumstances shall constitute
a “Default”
hereunder:

     

    (a)(i)
any Credit Party shall have failed to pay when due any principal payable
pursuant to any Note or any other Obligation payable pursuant to this Agreement
or any other Financing Document, in each case when the same becomes or shall be
declared due and payable (whether at stated maturity, by acceleration or
otherwise), or (ii) any Credit Party shall have failed to pay when due any
interest payable pursuant to any Note or any other Obligation payable pursuant
to this Agreement or any other Financing Document, in each case when the same
becomes or shall be declared due and payable (whether at stated maturity, by
acceleration or otherwise), which failure (in the case of clause (ii)) shall
have continued unremedied for at least three Business Days after the date on
which such payment is required to be made,

     

    (b) other
than with respect to payments under the Financing Documents: (i) the Borrower or
any Restricted Subsidiary shall default (as principal, guarantor or other
surety) in the payment of any principal of, interest on, or premium, guaranty
fees or other fees payable with respect to any credit-enhancement for, any
Indebtedness or Contingent Obligation, which Indebtedness or Contingent
Obligation is for a principal amount of at least $10,000,000 in the aggregate
(or its equivalent in any other currency) (“Material Obligations”), and
such default shall have continued for more than any applicable period of grace,
(ii) any other event shall occur or condition shall exist in respect of any
Material Obligation that results in (or permits the applicable creditor to
cause) the acceleration of the Borrower’s or any Restricted Subsidiary’s
obligation to pay all or any portion of such Material Obligations or (iii) any
Material Obligation shall be required to be redeemed, purchased or defeased (or
similarly satisfied) before its otherwise scheduled payment date (or an offer to
redeem, purchase or defease (or similarly satisfy) such Material Obligations
shall be required to be made), in each case before the otherwise scheduled
payment date,

     

    
      
        
        

      

      
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    (c) any
representation or warranty made by or on behalf of any Credit Party or any
Credit Party Affiliate in this Agreement, any other Financing Document or any
notice or other certificate, document, Financial Statement or other statement
delivered pursuant hereto or thereto shall have been untrue or incorrect in any
respect when made or deemed made,

     

    (d) any
Credit Party shall have failed to observe or perform any term or covenant set
forth in Section 6.1(a),
(g), (h), (i), (j), (l) or (p) or in Section 6.2,

     

    (e)
except as specifically provided in clauses(a), (b) and (d), any Credit Party
shall have failed to observe or perform any other agreement, covenant or
provision contained in this Agreement, any other Financing Document or any
document delivered pursuant hereto or thereto, and such failure (unless not
capable of remedy in the reasonable opinion of the Required Lenders) shall have
continued unremedied for at least 30 days after the earlier of: (i) such Credit
Party’s receipt of written notice of the occurrence thereof or (ii) the date on
which such Credit Party shall (or should) have obtained knowledge of such
failure),

     

    (f) any
Governmental Approval required: (i) to enable any Credit Party lawfully to enter
into and perform its obligations under the Financing Documents to which it is a
party, (ii) to enable any Credit Party to operate its business, (iii) to enable
any Financing Party to exercise any of the rights expressed to be granted to it
in the Financing Documents and/or (iv) to ensure the legality, validity,
enforceability and/or admissibility in evidence in México and/or New York of any
of the Financing Documents shall not be obtained or shall cease to be in full
force and effect in any respect,

     

    (g) (i)
any Transaction Document at any time and for any reason terminates or otherwise
ceases to be in full force and effect (other than any scheduled expiration
thereof), or any Transaction Document is declared to be void, or any Person
shall issue a notice of termination under any Material Document; provided that the termination
of any Material Document or other failure of any such document to remain in full
force and effect (or any such issuance of a notice thereof) shall not constitute
a Default unless such event, individually or in the aggregate, has resulted in
or could reasonably be expected to result in a Material Adverse Change; or (ii)
any Credit Party or any other Person repudiates, or contests the validity or
enforceability of, any Transaction Document to which it is a party,

     

    (h) any
Expropriation Event shall occur,

     

    
      
        
        

      

      
        -61-

        
          

        

      

      
        
        

      

    

     

    (i) with
respect to the Borrower or any Restricted Subsidiary, either: (i) it shall
commence a voluntary case, proceeding or other action: (A) under any Applicable
Law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization, suspension of payments, concurso mercantil or relief
of debtors seeking to have an order for relief entered with respect to it or
seeking to adjudicate it a bankrupt or insolvent or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to it or its debts, or (B) seeking appointment of a
receiver, trustee, liquidator, custodian, conservator, síndico, conciliador or
other similar official of it or for any part of its Property, (ii) an
involuntary case, proceeding or other action of a nature referred to in clause (i) shall
be commenced against it that shall: (A) result in the entry of an order for
relief of any such adjudication or appointment or (B) not have been discharged
within 60 days from the commencement thereof, (iii) an involuntary case,
proceeding or other action shall be commenced against it that seeks issuance of
a warrant of attachment, execution, distraint or similar process (excluding
precautionary attachment) against any substantial part of its Property that
shall result in the entry of an order for any such relief and shall not have
been vacated, discharged, stayed or bonded pending appeal within 60 days from
the entry thereof, (iv) there shall be commenced against it any extra-judicial
liquidation proceedings under any Applicable Law of any jurisdiction, which
proceedings could reasonably be expected to result in its liquidation, (v) it
shall admit in writing its inability to pay its debts as they become due, (vi)
it shall make a general assignment for the benefit of its creditors or (vii) it
shall take any corporate (or similar) action in furtherance of, or indicating
its consent to, approval of or acquiescence in, any of the foregoing
acts,

     

    (j) any
court, other Governmental Authority or arbitrator shall enter against the
Borrower or any Restricted Subsidiary: (i) a final non-payment judgment, decree
or order that, individually or in the aggregate, has resulted in, or could
reasonably be expected to result in, a Material Adverse Change or (ii) a final
judgment, decree or order for the payment of money in an amount that, when
aggregated with the amount of all other unsatisfied final judgments, decrees or
orders against the Borrower and the Restricted Subsidiaries (collectively),
exceeds $10,000,000 (or its equivalent in any other currency), and (in case of
both clause (i) and
(ii)) either:
(A) such judgment, decree or order is not stayed or discharged within 45 days
after entry thereof or (B) there shall be any period of at least 45 consecutive
days during which a stay of enforcement of such judgment or order shall not be
in effect,

     

    (k) a
Change of Control shall occur,

     

    (l) the
ownership or possession of Capital Stock of any Credit Party by any Person shall
contravene the Foreign Investment Law,

     

    
      
        
        

      

      
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    (m) the
government of México, the SCT, the COFETEL or any other Governmental Authority
shall: (i) commence a proceeding to revoke, terminate, withdraw or fail to renew
a Material Concession or any other material Governmental Approval, (ii) issue an
administrative resolution to revoke, terminate, materially suspend, materially
and adversely modify, withdraw or fail to renew a Material Concession or any
other material Governmental Approval or (iii) issue any other rule or decree
resulting in the revocation, the termination, any suspension that is not
partial, temporary and non-material, any material and adverse modification or
the withdrawal of a Material Concession or any other material Governmental
Approval; provided
that, without limiting the generality of the foregoing, the issuance by the SCT
of any or several administrative notices, sanctions or actions pursuant to
Article 38 of the Federal Telecommunications Law relating to any event
described in paragraphs I, V, VI and VII thereof shall not constitute a
Default under clauses (i),
(ii) or (iii) unless and
until any such notice, action or sanction results in any of the events described
in such clauses,

     

    (n) any
change in or the withdrawal or modification of any Applicable Law occurs,
including the imposition of applicable foreign exchange control regulations,
that, individually or in the aggregate, in the reasonable opinion of the
Required Lenders has resulted in, or could reasonably be expected to result in,
a Material Adverse Change,

     

    (o) the
Obligations shall cease to rank at least pari passu with the present
and future senior unsecured and unsubordinated Indebtedness and Contingent
Obligations of any Credit Party, or

     

    (p) there
shall occur any governmental action: (i) asserting a general moratorium or (ii)
changing or restricting the currency (or the conversion thereof) in which any
Credit Party may pay its obligations.

     

    SECTION
7.2 Acceleration.
(a) If a Default specified in Section 7.1(i)
shall occur, automatically all Commitments shall immediately terminate and all
Loans (with accrued interest thereon) and all other Obligations owing under the
Financing Documents shall immediately become due and payable.

     

    (b) If
any Default (other than a Default referred to in clause (a))
shall occur, then the Administrative Agent (acting at the direction of the
Required Lenders) may by notice to the Borrower either: (i) declare the Lenders’
Commitments to be terminated, whereupon all Commitments of the Lenders shall
immediately terminate, and/or (ii) declare any or all of the Loans, all accrued
and unpaid interest thereon and all other Obligations owing under the Financing
Documents to be due and payable, whereupon the same shall become immediately due
and payable; it being
understood that any such acceleration shall, unless consented by the
Required Lenders of the unpaid Tranche, apply to both Tranches on a pro rata basis.

     

    (c)
Except as expressly provided in this Section, presentment, demand, protest and
all other notices of any kind are hereby expressly waived by each Credit Party
with respect to the events and actions described in this Section.

     

    
      
        
        

      

      
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    SECTION
7.3 Rights
Not Exclusive. The rights provided to the Financing Parties by the
Financing Documents are cumulative and are not exclusive of any other rights,
powers, privileges or remedies provided by law or in equity, or under any other
document now existing or hereafter arising.

     

    ARTICLE
VIII

     

    THE
AGENTS

     

    SECTION
8.1 Appointment
and Authorization. Each Lender hereby irrevocably (subject to Section 8.9)
appoints, designates and authorizes each Agent to take such action on its behalf
under the Financing Documents and to exercise such powers and perform such
duties as expressly are delegated to it by the Financing Documents, together
with such powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary contained in any Financing Document: (a) no Agent
shall have any duties or responsibilities except those expressly set forth
therein, (b) no Agent shall have or be deemed to have any fiduciary relationship
with any other Financing Party, (c) no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into any
Financing Document or otherwise exist against either Agent and (d) no Agent
shall be required to take any action that is contrary to any Applicable Law.
Without limiting the generality of the foregoing sentence, the use of the term
“agent” in this Agreement or any other Financing Document with reference to the
Agents is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any Applicable Law. Instead, such
term is used merely as a matter of market custom and is intended to create or
reflect only an administrative relationship between independent contracting
parties.

     

    SECTION
8.2 Delegation
of Duties. Each Agent may execute any of its respective duties under any
Financing Document by or through agents, employees or attorneys-in-fact, and
shall be entitled to advice of counsel concerning all matters pertaining to such
duties. No Agent shall be responsible for any degree of negligence or misconduct
of any agent or attorney-in-fact that such Agent selects with reasonable
care.

     

    SECTION
8.3 No
Liability of Agent-Related Persons. None of the Agent-Related Persons
shall: (a) be liable for any action taken or omitted to be taken by any of them
under or in connection with any Financing Document or the transactions
contemplated thereby (except for such Person’s own gross negligence, bad faith,
willful misconduct or breach of such Financing Agreement) or (b) be responsible
in any manner to any of the Financing Parties or Credit Parties for: (i) any
recital, statement, representation or warranty made by any of the Credit Parties
or Credit Party Affiliates, or any officer thereof, contained in any Financing
Document or in any certificate, report, statement or other document referred to
or provided for in, or received by any Agent-Related Person under or in
connection with, any Financing Document, (ii) the validity, effectiveness,
genuineness, enforceability or sufficiency of any Financing Document (except as
to such Agent-Related Person’s execution thereof) or (iii) any failure of any of
the Credit Parties or any other party to any Financing Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Financing Party or Credit Party to ascertain or to inquire as
to the observance or performance of any of the agreements contained in, or
conditions of, any Financing Document, or to inspect the Properties, books or
records of any of the Credit Parties or Credit Party Affiliates.

     

    
      
        
        

      

      
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    SECTION
8.4 Reliance
by the Agent-Related Persons. Each Agent-Related Person shall be entitled
to rely, and shall be fully protected in relying, upon any writing, resolution,
notice, consent, certificate, affidavit, letter, facsimile or telephone message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person(s), and upon
advice and statements of legal counsel (including counsel to any of the Credit
Parties), independent accountants and other experts selected by any
Agent-Related Person. Each Agent-Related Person shall be fully justified in
failing or refusing to take any action under any Financing Document unless it
shall first receive such advice or concurrence of the Required Lenders as it
deems appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders (or, with respect to the Peso Agent, the Peso
Lenders) against any and all liability and expense that may be incurred by it by
reason of taking or continuing to take any such action. Each Agent-Related
Person in all cases shall be fully protected in acting, or in refraining from
acting, under any Financing Document in accordance with a request or consent of
the Required Lenders and such request and any action taken or failure to act
under any Financing Document pursuant thereto shall be binding upon all of the
Financing Parties.

     

    SECTION
8.5 Notice
of Default. (a) No Agent-Related Person shall be deemed to have knowledge
or notice of the occurrence of any Default or Unmatured Default (except an Agent
with respect to defaults in the payment of principal, interest and fees required
to be paid to such Agent for the account of the applicable Lenders and/or the
Agents) unless such Agent-Related Person shall have received written notice from
a Financing Party or any of the Credit Parties referring to this Agreement,
describing such Default or Unmatured Default and stating that such notice is a
“notice of default” or similar statement. Such Agent-Related Person promptly
shall notify each Agent and each Lender of its receipt of any such notice and
(in the case of an Agent) of the occurrence of any default in the payment of
principal, interest or fees required to be paid to such Agent for the account of
the applicable Lenders and/or the Agents. The Agents shall take such action with
respect to such Default or Unmatured Default as may be requested by the Required
Lenders in accordance with Article VII;
provided that unless
and until the Administrative Agent has received any such request and so notified
the other Agent and the Lenders, each Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default or Unmatured Default as it shall deem advisable or in the best interest
of the Financing Parties.

     

    (b)
Notwithstanding clause (a), each
Agent-Related Person and each Lender shall use its best efforts to notify each
Agent upon obtaining knowledge of any Default or Unmatured Default.

     

    SECTION
8.6 Credit
Decision. Each Lender acknowledges that none of the Agent-Related Persons
has made any representation or warranty to it, and that no act by any
Agent-Related Person hereinafter taken, including any review of the affairs of
the Credit Parties and the Credit Party Affiliates, shall be deemed to
constitute any representation or warranty by any Agent-Related Person to any
Lender or other Agent-Related Person. Each Lender represents to the Agents and
the Lead Arranger that it has, independently and without reliance upon any
Agent-Related Person and based upon such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, Property, financial and other condition and
creditworthiness of the Credit Parties, and all applicable bank regulatory laws
relating to the transactions contemplated hereby, and made its own decision to
enter into the Financing Documents to which it is a party and to extend credit
to the Borrower thereunder. Each Lender also represents that it shall,
independently and without reliance upon any Agent-Related Person and based upon
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under the Financing Documents, and to make such investigations
as it deems necessary to inform itself as to the business, prospects,
operations, Property, financial and other condition and creditworthiness of the
Credit Parties. Except for notices, reports and other documents expressly herein
or in the other Financing Documents required to be furnished to the Lenders by
any Agent, no Agent-Related Person shall have any duty or responsibility to
provide any Lender with any credit or other information concerning the business,
prospects, operations, Property, financial and other condition or
creditworthiness of the Credit Parties that may come into the possession of any
of the Agent-Related Persons.

     

    
      
        
        

      

      
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    SECTION
8.7 Indemnification
of Agent-Related Persons. Whether or not the transactions contemplated
hereby are consummated, each Lender agrees to indemnify upon demand the
Agent-Related Persons (to the extent not reimbursed by or on behalf of the
Credit Parties and without limiting the obligation of the Credit Parties to do
so), on the basis of such Lender’s ratable share from and against any and all
Indemnified Liabilities; provided that no Lender shall
be liable for the payment to any Agent-Related Person of any portion of the
Indemnified Liabilities to the extent a court of proper jurisdiction has
delivered a final determination that such Indemnified Liabilities resulted from
such Agent-Related Person’s gross negligence or willful misconduct. Without
limitation of the foregoing, each Lender shall reimburse each Agent-Related
Person upon demand for its ratable share of any costs or out-of-pocket expenses
(including Attorney Costs) incurred by such Agent-Related Person in connection
with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under,
any Financing Document or any document contemplated by or referred to therein to
the extent that such Agent-Related Person is not reimbursed for such expenses by
or on behalf of the Credit Parties. A Lender’s ratable share with respect to the
Agents or the Lead Arranger or any Agent-Related Person related to the Agents or
the Lead Arranger shall be such Lender’s Pro Rata Share. The undertaking in this
Section shall survive the payment of all Obligations hereunder, the cancellation
of all the Commitments and, as to any Agent-Related Person, the resignation or
replacement of such Agent-Related Person.

     

    SECTION
8.8 The
Agent-Related Persons in Their Individual Capacity. Each Agent-Related
Person may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with the
Credit Parties and their Affiliates as though the Agents did not act in such
capacity under the Financing Documents, without notice to or consent of the
Lenders. The Lenders acknowledge that, pursuant to such activities, the
Agent-Related Persons may receive information regarding the Credit Parties or
their Affiliates (including information that may be subject to confidentiality
obligations in favor of such Person) and acknowledge that no Agent-Related
Person shall be under any obligation to provide such information to any Lender.
With respect to its Loans, each Lender that also acts as an Agent under the
Financing Documents shall have the same rights and powers under the Financing
Documents as any other Lender and may exercise the same as though it were not
such Agent thereunder.

     

    
      
        
        

      

      
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    SECTION
8.9 Successor
Agent. (a) Any Agent may, and at the request of the Required Lenders
shall, resign as such Agent upon at least 30 days’ prior written notice to the
Lenders. If such Agent resigns under this Agreement, then the Required Lenders
shall appoint from among the Lenders a successor agent who, unless a Default
then exists, shall be reasonably acceptable to the Borrower. If no such
successor agent is appointed before the date on which a retiring Agent’s
resignation is to become effective in accordance with its notice of resignation,
then such Agent may appoint, after consulting with the Lenders and the Borrower,
a successor agent from among the Lenders who, unless a Default then exists,
shall be reasonably acceptable to the Borrower. Upon the acceptance of its
appointment as successor agent hereunder: (i) such successor agent shall succeed
to all the rights (including as to the same fees), powers and duties of such
retiring Agent, (ii) the term “Administrative Agent” or “Peso Agent”, as the
case may be, shall mean such successor agent and (iii) such retiring Agent’s
appointment, powers and duties as such Agent shall be terminated. After any such
retiring Agent’s resignation hereunder, this Article and Sections 10.4
and 10.5 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was such Agent under the Financing Documents.

     

    (b) Any
Person: (i) into which an Agent may be merged or consolidated, (ii) that may
result from any merger, conversion or consolidation to which an Agent shall be a
party or (iii) that may succeed to all or substantially all of the corporate
trust business of an Agent shall be the successor of such Agent without the
execution or filing of any instrument or any further act on the part of any of
the parties hereto.

     

    ARTICLE
IX

     

    GUARANTY

     

    SECTION
9.1 Guaranty.
(a) For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, each Guarantor hereby, jointly and severally, as
primary obligor and not merely as surety, unconditionally guarantees the full
and punctual payment (whether at stated maturity, upon acceleration or
otherwise) of the payment Obligations (howsoever created, arising or evidenced,
whether direct or indirect, absolute or contingent, now or hereafter existing,
or due or to become due) under the Financing Documents. Upon the failure by the
Borrower to pay punctually any of its Obligations, the Guarantors (jointly and
severally) shall immediately pay the amount not so paid. The obligations of the
Guarantors under this Article shall constitute a guaranty of payment and not
merely a guaranty of collection.

     

    (b) All
payments by any Guarantor under this Article shall be payable in the manner
required for payments by the Borrower hereunder, including: (i) the obligation
to make all such payments free and clear of, and without deduction for, any
Covered Taxes (including withholding taxes) in the manner provided in Section 3.1 and
(ii) the obligation to pay interest at the Default Rate.

     

    
      
        
        

      

      
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    SECTION
9.2 Guaranty
Unconditional.
The obligations of the Guarantors under this Article shall be
unconditional and absolute and, without limiting the generality of the
foregoing, shall not be released, discharged or otherwise affected by any
reason, including:

     

    (a) any
extension, renewal, settlement, compromise, waiver or release in respect of any
Obligation(s) and/or any Commitment(s) under the Financing Documents, by
operation of law or otherwise,

     

    (b) any
modification or amendment of or supplement to this Agreement or any other
Financing Document,

     

    (c) any
change in the existence, structure or ownership of the Borrower or any other
Credit Party, or any event described in Section 7.1(i)
with respect to any Person,

     

    (d) the
existence of any claim, set-off or other rights that a Guarantor may have at any
time against the Borrower, any other Credit Party, any Agent, any other
Financing Party or any other Person, whether in connection herewith or any
unrelated transactions,

     

    (e) any
invalidity, irregularity or unenforceability relating to or against the Borrower
or any other Credit Party for any reason of any Financing Document, or any
provision of Applicable Law purporting to prohibit the payment by the Borrower
or any other Credit Party of any of the Obligations, or

     

    (f) any
other act or omission to act or delay of any kind by the Borrower and/or any
other Credit Party, any Agent, any other Financing Party or any other Person or
any other circumstance whatsoever that might, but for the provisions of this
paragraph, constitute a legal or equitable discharge of (or defense against) the
Obligations and the Guarantors’ obligations under this Article other than prior
payment of the Obligations.

     

    SECTION
9.3 Discharge
only upon Payment in Full; Reinstatement in Certain Circumstances. The
Guarantors’ obligations hereunder shall remain in full force and effect until
all of the payment Obligations shall have been paid in full and all of the
Commitments shall have terminated. If at any time any payment made under this
Agreement or any other Financing Document is rescinded or must otherwise be
restored or returned upon the insolvency, bankruptcy or reorganization of a
Credit Party or any other Person or otherwise, then the Guarantors’ obligations
hereunder with respect to such payment shall be reinstated at such time as
though such payment had been due but not made at such time.

     

    SECTION
9.4 Waiver
by the Guarantors. (a) Each Guarantor hereby irrevocably and
unconditionally waives, to the fullest extent permitted by Applicable Law: (i)
notice of acceptance of the guaranty provided in this Article and notice of any
liability to which this guaranty may apply, (ii) all notices that may be
required by Applicable Law or otherwise to preserve intact any rights of any
Financing Party against the Borrower and/or any other Credit Party, including
any demand, presentment, protest, proof of notice of non-payment, notice of any
failure on the part of the Borrower and/or any other Credit Party to perform and
comply with any covenant, agreement, term, condition or provision of any
agreement and any other notice to any other party that may be liable in respect
of the Obligations guaranteed hereby (including the Borrower, any other Credit
Party and any other guarantor thereof from time to time) except any of the
foregoing as may be expressly required hereunder, (iii) any right to the
enforcement, assertion or exercise by any Financing Party of any right, power,
privilege or remedy conferred upon such Person under the Financing Documents or
otherwise, (iv) any requirement that any Financing Party exhaust any right,
power, privilege or remedy, or mitigate any damages resulting from a default,
under any Financing Document, or proceed to take any action against a Credit
Party or any other Person under or in respect of any Financing Document or
otherwise, or protect, secure, perfect or ensure any Lien on any collateral, and
(v) the benefit of any statute of limitations affecting the Guarantors’ or any
other Credit Party’s liability in respect of any of the payment Obligations, and
each Guarantor agrees that any payment of any Obligation to the applicable
Person and any other act that shall toll any statute of limitations applicable
to the Obligations shall also operate to toll such statute of limitations
applicable to such Guarantor’s liability under this Article.

     

    
      
        
        

      

      
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    (b) Each
Guarantor hereby further waives any right to which it may be entitled under
Articles 2836, 2846, 2848 and 2849 of the Federal Civil Code (Código Civil Federal) of
México and similar articles contained in the Civil Codes of the States of México
and the Federal District. Each Guarantor further expressly waives the benefits
of order, excusión and
división contained in
Articles 2814, 2815, 2817, 2818, 2820, 2821, 2822, 2823, 2839, 2840, 2841
and other similar articles of the Federal Civil Code of México and similar
articles contained in the Civil Codes of the States of México and the Federal
District.

     

    SECTION
9.5 Subrogation. Upon a Guarantor’s making
payment with respect to any obligation under this Article, such Guarantor shall
be subrogated to the rights of the payee against the Borrower (or the other
obligor) with respect to such obligation; provided that such Guarantor
shall not be a Financing Party and shall not enforce any payment by way of
subrogation, indemnity or otherwise, or exercise any other right, against the
Borrower (or such other obligor) so long as any Obligations (other than on-going
but not yet incurred indemnity obligations) remain unpaid and/or any Commitments
remain outstanding.

     

    SECTION
9.6 Stay of
Acceleration. If
acceleration of the time for payment of any Obligations is stayed due to any
event described in Section 7.1(i),
then all such amounts otherwise subject to acceleration under this Agreement
shall nonetheless be payable by the Guarantors hereunder.

     

    ARTICLE
X

     

    MISCELLANEOUS

     

    SECTION
10.1 Amendments
and Waivers. No amendment or waiver of any provision of any Financing
Document, and no consent with respect to any departure by any Credit Party
therefrom, shall be effective unless the same shall be in writing and consented
to by the Required Lenders and the other parties thereto, and then any such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided that no such
amendment, waiver or consent shall do any of the following unless approved by
the indicated Lenders in writing (it being understood that no
approval from any Lenders other than those indicated below shall be
required):

     

    
      
        
        

      

      
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    (a)
unless approved by each Lender, amend, modify or waive the definition of
“Required Lenders” or any provision of this Section,

     

    (b)
unless approved by the applicable Lender, increase or extend the Commitment of
such Lender,

     

    (c)
unless approved by each Lender of the applicable Tranche, postpone or reduce any
scheduled payment of principal of, or any payment of interest on, the Loans of
such Tranche (other than interest that accrues at the Default Rate pursuant to
Section 2.6(c))
or any fees or other amounts payable in connection therewith,

     

    (d)
except as provided in Article VII, unless
approved by the Required Lenders of the amended Tranche and each Lender of the
other Tranche, accelerate any scheduled payment of principal of any Loans or
increase the Applicable Margin or Applicable Base Rate Margin payable with
respect to a Tranche,

     

    (e)
unless approved by the applicable Lender, change the currency of payment of any
Obligations to such Lender, or

     

    (f)
unless approved by each Lender of a Tranche, reduce any Guarantor’s obligations
under Article IX with
respect to such Tranche and the applicable Lenders;

     

    and provided further
that:

     

    (i) no
amendment, waiver or consent shall, unless in writing and signed by the
applicable Agent in addition to the applicable Lender(s), affect the rights or
duties of such Agent under any Financing Document, and

     

    (ii) the
fee letter described in Section 2.7, may
be amended, or rights or privileges thereunder waived, in a writing executed
solely by the parties thereto.

     

    No Credit
Party shall directly or indirectly pay or cause to be paid any remuneration in
any manner whatsoever to any Lender as consideration for or as an inducement to
the entering into by such Lender of any waiver or amendment of any of the
Financing Documents unless such remuneration is concurrently paid ratably to
each Lender (or with respect to amendments with respect to one Tranche only, to
each Lender of such Tranche) even if any such Lender is not required to or did
not consent to such waiver or amendment.

     

    SECTION
10.2 Notices.
(a) All notices, requests and other communications shall be in writing
(including, unless the context expressly otherwise provides, by facsimile or
other electronic transmission; provided that any document
transmitted by any Credit Party by facsimile or other electronic transmission
shall be followed promptly by delivery of a hard copy original thereof) and
couriered, faxed or delivered to the address or facsimile number specified for
notices on Schedule 10.2,
or, if directed to: (A) any Credit Party or either Agent, to such other address
as shall be designated by such Credit Party or such Agent, as the case may be,
in a written notice to the other parties hereto, and (B) any other Person, at
such other address as shall be designated by such Person in a written notice to
the Borrower and the Administrative Agent.

     

    
      
        
        

      

      
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    (b) All
such notices, requests and communications shall be effective: (i) if transmitted
by facsimile, when transmitted by facsimile machine upon confirmation of
receipt; provided that
notices pursuant to Article II or
VIII to an
Agent shall not be effective until actually received by such Agent (including by
electronic communication), or (ii) if delivered by courier (including by
overnight courier), upon receipt.

     

    (c) Any
agreement of the Financing Parties herein to receive certain notices by
telephone or facsimile or other electronic transmission is solely for the
convenience and at the request of the Credit Parties. The Financing Parties
shall be entitled to rely upon the authority of any Person purporting to be a
Person authorized by a Credit Party to give such notice and the Financing
Parties shall not have any liability to any Credit Party or any other Person on
account of any action taken or not taken by the Financing Parties in reliance
upon such notice. The obligation of the Credit Parties to repay the Obligations
shall not be affected in any way or to any extent by any failure by the
Financing Parties to receive written confirmation of any telephonic or facsimile
notice or the receipt by the Financing Parties of a confirmation that is at
variance with the terms understood by the Financing Parties to be contained in
the notice.

     

    (d)
Notwithstanding the foregoing: (i) a Credit Party may, at its option, provide to
the Agents all information, documents and other materials that it is obligated
to furnish pursuant to the Financing Documents, including 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 (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 the Financing
Documents before the scheduled date therefor, (C) provides notice of any Default
or Unmatured Default or (D) is required to be delivered to satisfy any condition
precedent to the effectiveness of the Financing Documents and/or any borrowing
thereunder (all such non-excluded communications being referred to herein
collectively as “Communications”), by
transmitting the Communications in an electronic/soft medium to the
Administrative Agent’s e-mail address specified by the Administrative Agent by
written notice to such Credit Party (with respect to Communications to the
Administrative Agent) and the Peso Agent’s e-mail address specified by the Peso
Agent by written notice to such Credit Party (with respect to Communications to
the Peso Agent), and (ii) each Agent may, at its option, make the Communications
or other information available to the Lenders by posting them on Intralinks or a
substantially similar electronic transmission system (the “Platform”).

     

    (e) ANY
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT-RELATED PERSONS DO
NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY NOTICES OR OTHER COMMUNICATIONS
MADE AVAILABLE BY AN AGENT, OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN SUCH NOTICES AND COMMUNICATIONS.
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING 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-RELATED PERSONS IN CONNECTION WITH THE PLATFORM OR THE NOTICES OR OTHER
COMMUNICATIONS MADE AVAILABLE THEREBY. IN NO EVENT SHALL ANY AGENT-RELATED
PERSON HAVE ANY LIABILITY TO THE CREDIT PARTIES, THE FINANCING PARTIES OR ANY
OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT,
CONTRACT OR OTHERWISE), ARISING OUT OF THE CREDIT PARTIES’ OR THE AGENTS’
TRANSMISSION OF NOTICES OR OTHER COMMUNICATIONS THROUGH THE PLATFORM, EXCEPT TO
THE EXTENT THE LIABILITY OF ANY AGENT-RELATED PERSON IS FOUND IN A FINAL
NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED
FROM SUCH AGENT-RELATED PERSON'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.

     

    
      
        
        

      

      
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    (f) Each
Agent agrees that the receipt of the Communications by it at its e-mail address
described above shall constitute effective delivery of the Communications to the
Administrative Agent for purposes of the Financing Documents. Each Lender agrees
that notice to it (as provided in the next sentence) specifying that the
Communications and/or other notices have been made available to it on the
Platform shall constitute effective delivery thereof to such Lender for purposes
of the Financing Documents. Each Lender agrees: (i) to notify the Agents 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.

     

    SECTION
10.3 No
Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of any Agent, any Lender or any other Financing Party,
any right, remedy, power or privilege under (or referred to in) any Financing
Document shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege under any Financing Document
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.

     

    SECTION
10.4 Costs
and Expense. The Borrower shall:

     

    (a)
whether or not the transactions contemplated hereby are consummated, pay or
reimburse any Agent-Related Person(s), promptly upon demand by such Person, for
all reasonable and reasonably documented out-of-pocket fees, costs and expenses
(including Attorney Costs) incurred by or charged to any such Person in
connection with the preparation, execution, delivery, negotiation and
syndication of the Financing Documents,

     

    (b) pay
or reimburse any Agent, promptly upon demand by such Agent, for all reasonable
and reasonably documented out-of-pocket fees, costs and expenses (including
reasonable Attorney Costs) incurred by or charged to any such Agent in
connection with the modification, administration, waiver or amendment (in each
case, whether or not consummated) of the Financing Documents (including in
connection with any potential restructuring, renegotiations or workouts),
and

     

    (c) pay
or reimburse each Agent-Related Person and each Lender, promptly upon demand by
any such Person, for all reasonably documented out-of-pocket fees, costs and
expenses (including Attorney Costs) incurred by them in connection with: (i) the
enforcement or preservation of any rights or remedies under any Financing
Document and (ii) the protection or preservation of any right or claim of any
such Person against the Credit Parties or any of their Affiliates arising out of
any Financing Document.

     

    
      
        
        

      

      
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    SECTION
10.5 Borrower
Indemnification. (a) The Borrower shall, whether or not the transactions
herein contemplated are consummated, indemnify each of the Financing Parties,
the Lead Arranger and their respective Affiliates (and each of such Person’s
officers, directors, employees, representatives and agents) (each an “Indemnified Person”) from and
hold each of them harmless against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, judgments and suits and all documented
costs (including reasonable and reasonably documented Attorney Costs), expenses
and disbursements of any kind or nature whatsoever (the “Indemnified Liabilities”)
incurred by any of them as a result of, or arising out of, or in any way related
to, or by reason of, any investigation, litigation or other proceeding (whether
or not any such Indemnified Person is a party thereto) related to the entering
into and/or performance of any Financing Document or the use of the proceeds of
any Loans or the consummation of any transactions contemplated in any Financing
Document (including the reasonable and reasonably documented out-of-pocket
Attorney Costs incurred in connection with any such investigation, litigation or
other proceeding or in connection with enforcing this Section but excluding any
such Indemnified Liabilities to the extent resulting directly and primarily by
reason of the gross negligence, bad faith, willful misconduct or breach of a
Financing Document of the Indemnified Person to be indemnified (or its officers,
directors, employees, representatives, attorneys or agents) as found in a final,
non-appealable judgment by a court of competent jurisdiction. Each Indemnified
Party shall: (i) upon its becoming aware of any event that might result in the
Borrower being required to perform any of its indemnity obligations hereunder,
use reasonable efforts to promptly notify the Borrower (provided that failure so to
notify the Borrower shall not mitigate the obligations of the Borrower
hereunder), (ii) upon the Borrower’s request, consult with the Borrower
regarding any step (including any step that may mitigate the effect of such
event) it proposes to take in respect of such event and (iii) (unless an
Unmatured Default or Default in respect of payment then exists) obtain the
Borrower’s consent before entering into any settlement or compromise in relation
to any such claims, actions or suits.

     

    (b) To
the extent that any undertaking in clause (a) may
be unenforceable because it is violative of any Applicable Law or public policy,
the Borrower shall contribute the maximum portion that it is permitted to pay
and satisfy under Applicable Law to the payment and satisfaction of such
undertaking.

     

    (c) All
such amounts and costs payable or indemnified under this Section shall be
included in the Obligations and shall be immediately due and payable on
demand.

     

    (d) The
Borrower’s obligations hereunder and under Sections 3.1 and
10.4 shall
survive the execution and delivery of the Financing Documents, the making and
repayment of the Loans and (with respect to any applicable Indemnified Person)
its resignation and/or removal.

     

    (e) To
the fullest extent permitted by Applicable Law, each Credit Party agrees that it
shall not assert, and hereby waives, any claim against any Indemnified Party on
any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement, any other Financing Document or any
agreement or document contemplated hereby, the transactions contemplated hereby
or thereby, any Loan and/or the use of the proceeds thereof.

     

    
      
        
        

      

      
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    SECTION
10.6 Payments
Set Aside. If any Credit Party (or any Person on its behalf) makes a
payment to any Financing Party, or any Financing Party exercises its right of
set-off, and such payment or the proceeds of such set-off or any part thereof
subsequently are invalidated, declared to be fraudulent or preferential, set
aside or required (including pursuant to any settlement entered into by such
Financing Party in its discretion) to be repaid to such Credit Party (or such
Person), a trustee, síndico, receiver or any
other Person in connection with any insolvency proceeding or otherwise, then:
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to each Agent from whom it received any such
amounts upon demand its Pro Rata Share of any amount so recovered from or repaid
by such Agent.

     

    SECTION
10.7 Successors
and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective authorized successors and
assigns, except that no Credit Party may assign or transfer any of its rights or
obligations under this Agreement or any other Financing Document without the
prior written consent of the Administrative Agent and the Required Lenders, any
attempt to do so being null and void ab initio.

     

    SECTION
10.8 Assignments,
Participations, etc.

     

    (a) Assignments. Any
Lender may, with the prior written consent of the Administrative Agent and
(except during the existence of a Default) the Borrower, which consent(s) shall
not be unreasonably withheld or delayed, at any time assign to one or more
Persons that (unless a Default exists) are Eligible Assignees (provided that no written
consent of the Borrower or the Administrative Agent shall be required in
connection with any assignment by a Lender to an Eligible Assignee that is a
Lender or an Affiliate of any Lender and that the Borrower will be deemed to
have consented to an assignment if it fails to respond negatively to a written
request for consent within ten Business Days of delivery of such request and
provided, further, that it is
acknowledged that it is reasonable for the Borrower to withhold its consent to
an assignment to a competitor of the Borrower or to an Affiliate of a competitor
of the Borrower) (each an “Assignee”) all, or any
portion, of the Loans, the Commitment and the other rights and obligations of
such Lender hereunder, in a minimum Dollar/Peso Equivalent amount of $5,000,000
or a higher integral multiple of $1,000,000 (or, if less, all of such Lender’s
remaining rights and obligations hereunder); provided that the Credit
Parties and the Agents may continue to deal solely and directly with such Lender
in connection with the interest so assigned to an Assignee until: (i) written
notice of such assignment, together with payment instructions, addresses and
related information with respect to the Assignee, shall have been given to the
Borrower and the Administrative Agent by such Lender and/or its Assignee, (ii)
such Lender and its Assignee shall have delivered to the Borrower and the
Administrative Agent a duly executed Assignment Agreement substantially in the
form of Exhibit C (an
“Assignment Agreement”)
together with the Note(s) subject to such assignment and (iii) except to the
extent waived by the Administrative Agent, such Lender or its Assignee shall
have paid to the Administrative Agent a processing fee relating to such
assignment in the amount of $3,500. Notwithstanding the foregoing, no such
assignment shall be allowed if it would require securities registration under
any Applicable Law or if the assigner thereof (if it is assigning less than all
of its Loans and Commitments) would, after such assignment, have less than
$5,000,000 (or its Dollar/Peso Equivalent) in Loans and remaining
Commitments.

     

    
      
        
        

      

      
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    (b) Assignee as Lender.
From and after the date that the Administrative Agent notifies the assignor
Lender that it has received and provided its consent, and received (if such
consent is applicable) the consent of the Borrower, with respect to an executed
Assignment Agreement (and has received payment of the above-referenced
processing fee): (i) the Assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment Agreement, shall have the rights and obligations of a Lender
under the Financing Documents, and (ii) the assignor Lender shall, to the extent
that rights and obligations under the Financing Documents have been assigned by
it pursuant to such Assignment Agreement, be considered to have relinquished its
rights and be released from its obligations under the Financing
Documents.

     

    (c) Participations. Any
Lender may at any time sell to one or more financial institution(s) or other
Person(s) (each a “Participant”) participating
interests in any Loans, the Commitment of such Lender and the other interests of
such Lender (the “originating
Lender”) under the Financing Documents; provided that: (i) the
originating Lender’s obligations under the Financing Documents shall remain
unchanged, (ii) the originating Lender shall remain solely responsible for the
performance of such obligations, (iii) the Credit Parties and the Agents shall
continue to deal solely and directly with the originating Lender in connection
with the originating Lender’s rights and obligations under the Financing
Documents, (iv) no Lender shall transfer or grant any participating interest
under which the Participant has rights to approve any amendment to, or any
consent or waiver with respect to, any Financing Document, except to the extent
such amendment, consent or waiver would require unanimous consent of the
applicable Lenders as described in Section 10.1,
and (v) if such Participant does not satisfy the definition of an Eligible
Assignee, the Borrower shall be liable for Taxes and Other Taxes to such
Participant (or to the originating Lender on behalf of such Participant) in an
amount no greater than the amount that it otherwise would have been so liable to
the originating Lender (who for purposes hereof, will have been assumed to be in
compliance with Section 3.1(c)).
In the case of any such participation, the Participant shall be entitled to the
benefit (subject to the requirements and limitations of such Sections) of Sections 3.1
(except as set forth in clause (v)
above), 3.3,
3.4 and 10.5 as though it
were also a Lender hereunder, and if amounts outstanding under the Financing
Documents are due and unpaid, or shall have been declared or shall have become
due and payable upon the occurrence of a Default, each Participant shall be
deemed to have the right of set-off in respect of its participating interest in
amounts owing under the Financing Documents to the same extent as if the amount
of its participating interest were owing directly to it as a Lender under this
Agreement (including such rights under Section 10.10).
So long as no Default exists, an originating Lender shall provide at least ten
Business Days’ prior notice to the Borrower (or such shorter notice period as
the Borrower may approve) of any proposed participation to a proposed
Participant that is not already a Lender, a Participant or an Affiliate of a
Lender or a Participant. So long as no Default exists, such originating Lender
shall not enter into such proposed participation if the Borrower provides to
such originating Lender, within ten Business Days after the Borrower’s receipt
of the notice of such proposed participation, notice of the Borrower’s objection
to the proposed participation to such proposed Participant on the basis that
such proposed Participant is a competitor or an Affiliate of a competitor of the
Borrower.

     

    
      
        
        

      

      
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    (d) Pledge to Federal Reserve
Bank. Notwithstanding any other provision in this Agreement, any Lender
may (without the consent of the Borrower or the Administrative Agent or prior
notice to either) at any time create a security interest in, or pledge, all or
any portion of its rights under and interest in this Agreement and any Note held
by it in favor of any Federal Reserve Bank in accordance with Regulation A
of the Federal Reserve Board or U.S. Treasury Regulation
31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge
or security interest in any manner permitted under Applicable Law; it being understood that no
such security interest or pledge shall release any Lender from any of its
obligations hereunder or shall substitute such Federal Reserve Bank as a party
hereto.

     

    (e) Register. The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at the Administrative Agent’s Payment Office a copy of
each Assignment Agreement delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”). The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

     

    SECTION
10.9 Set-off.
In addition to any rights now or hereafter granted under Applicable Law or
otherwise, and not by way of limitation of any such rights, if the Loans have
been accelerated, each Financing Party is authorized at any time and from time
to time, without presentment, demand, protest or other notice of any kind to any
Credit Party or to any other Person (any such notice being waived to the fullest
extent permitted by Applicable Law), to set off and appropriate and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held by, and other Indebtedness at any time owing by, such Financing
Party (including by branches and agencies of any Financing Party) to or for the
credit or the account of a Credit Party against and on account of any and all
Obligations owing to such Financing Party, now or hereafter existing,
irrespective of whether or not such Financing Party shall have made demand under
any Financing Document and although such Obligations may be contingent or
unmatured. Each Financing Party agrees promptly to notify the applicable Credit
Party and the Administrative Agent after any such set-off and application made
by such Financing Party; provided that the failure to
give such notice shall not affect the validity of such set-off and
application.

     

    SECTION
10.10 Notification
of Addresses, Lending Offices, Etc. Each Agent and Lender shall
notify the Administrative Agent in writing of any change in: (a) the address to
which notices to such Agent or such Lender should be directed, (b) addresses of
any Lending Office, (c) payment instructions in respect of all payments to be
made to it hereunder and (d) such other administrative information as the
Administrative Agent reasonably requests.

     

    SECTION
10.11 Counterparts.
This Agreement may be executed in any number of separate counterparts, each of
which, when so executed, shall be deemed an original, and all of which taken
together shall be deemed to constitute but one and the same
instrument.

     

    
      
        
        

      

      
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    SECTION
10.12 Severability.
The illegality or unenforceability in any jurisdiction of any provision of this
Agreement or any document required hereunder shall not in any way affect or
impair the legality or enforceability of the remaining provisions of this
Agreement or such other document in such jurisdiction or such provision in any
other jurisdiction. With respect to any such illegal or unenforceable provision
in any jurisdiction, the parties hereto agree to as promptly as possible amend
this Agreement (or such other document) in such a manner as to ensure that the
substance of such provision shall be replaced (at least with respect to such
jurisdiction) with alternative language having substantially equivalent effect
that is legal and enforceable in such jurisdiction.

     

    SECTION
10.13 Third
Party Beneficiaries. This Agreement is made and entered into for the sole
protection and legal benefit of the parties hereto, the other Agent-Related
Persons, the Indemnified Persons and their permitted successors and assigns (all
of which, if not parties hereto, are third-party beneficiaries hereof for
purposes of enforcing their respective rights hereunder), and no other Person
shall be a direct or indirect legal beneficiary of, or have any direct or
indirect cause of action or claim in connection with, this
Agreement.

     

    SECTION
10.14 Governing
Law and Jurisdiction. (a) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF NEW YORK (NOT INCLUDING SUCH
STATE’S CONFLICT OF LAWS PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW); PROVIDED THAT THE FINANCING
PARTIES SHALL RETAIN ALL RIGHTS ARISING UNDER U.S. FEDERAL LAW.

     

    (b) EACH
PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE
COURT WITH RESPECT THERETO (COLLECTIVELY, THE “FEDERAL COURTS”) (OR, IN THE
EVENT THE FEDERAL COURTS ARE UNAVAILABLE, THE SUPREME COURT OF THE STATE OF NEW
YORK, COUNTY OF NEW YORK AND ANY APPELLATE COURT WITH RESPECT THERETO (SUCH
COURTS, TOGETHER WITH THE FEDERAL COURTS, THE “NEW YORK COURTS”)) AND TO THE
COURTS OF ITS OWN CORPORATE DOMICILE IN RESPECT OF ACTIONS BROUGHT AGAINST IT AS
A DEFENDANT OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THE FINANCING DOCUMENTS. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT, ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND ANY RIGHT TO WHICH IT
MAY BE ENTITLED ON ACCOUNT OF PLACE OF RESIDENCE OR DOMICILE PURSUANT TO
APPLICABLE LAW, AND FURTHER AGREES THAT A FINAL JUDGMENT IN ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH COURT WILL BE CONCLUSIVE AND BINDING UPON
SUCH PARTY. EACH
CREDIT PARTY IRREVOCABLY CONSENTS TO THE APPOINTMENT OF THE PROCESS AGENT AS ITS
AGENT TO RECEIVE SERVICE OF PROCESS (WITH RESPECT TO ALL OF THE FINANCING
DOCUMENTS AND ALL OTHER RELATED AGREEMENTS TO WHICH IT IS A PARTY) IN NEW YORK,
NEW YORK. EACH PARTY AGREES THAT A JUDGMENT IN ANY SUCH ACTION, SUIT OR
PROCEEDING MAY BE ENFORCED IN ANY OTHER APPLICABLE JURISDICTION BY SUIT UPON
JUDGMENT, A CERTIFIED COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE
JUDGMENT. Each of the parties hereto further agrees that service of process may
be made personally or (with respect to a Credit Party) by mailing or delivering
a copy of the summons and complaint or other legal process in any such legal
suit, action or proceeding to a Credit Party in care of the Process Agent and
such agent is hereby authorized to accept, receive and acknowledge the same for
and on behalf of each Credit Party and to admit service with respect thereto.
Service upon the Process Agent shall be deemed to be personal service on the
applicable Credit Party and shall be legal and binding upon the applicable
Credit Party for all purposes notwithstanding any failure to mail copies of such
legal process to the applicable Credit Party, or any failure on the part of the
applicable Credit Party to receive the same. Nothing herein shall affect the
right to serve process in any other manner permitted by Applicable Law or any
right to bring legal action or proceedings in any other competent jurisdiction.
Each party further agrees that the aforesaid courts shall have exclusive
jurisdiction with respect to any claim or counterclaim of any party based upon
the assertion that the rate of interest charged by or under this Agreement or
under the other Financing Documents is usurious. Each party hereby waives any
right to stay or dismiss any action or proceeding under or in connection with
this Agreement or any other Financing Document brought before the foregoing
courts on the basis of forum
non conveniens and any rights that it may be entitled to on account of
place of residence or domicile. The foregoing provisions constitute, among other
things, a special arrangement for service among the parties to this Agreement
for the purposes of 28 U.S.C. §1608.

     

    
      
        
        

      

      
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    (c) Each
Credit Party irrevocably waives, to the fullest extent permitted by Applicable
Law, any claim that any action or proceeding commenced against it relating in
any way to this Agreement and/or any of the other Financing Document(s) should
be dismissed or stayed by reason, or pending the resolution, of any action or
proceeding commenced by such Credit Party relating in any way to this Agreement
and/or the other Financing Documents, whether or not commenced earlier. To the
fullest extent permitted by Applicable Law, each Credit Party shall take all
measures necessary for any such action or proceeding commenced against it to
proceed to judgment before the entry of judgment in any such action or
proceeding commenced by such Credit Party.

     

    (d) To
the extent that any party hereto may, in any suit, action or proceeding brought
in México or in any other jurisdiction arising out of or in connection with this
Agreement and/or any of the other Financing Document(s), be entitled to the
benefit of any provisions of Applicable Law requiring any other Person in such
suit, action or proceeding to post security for costs or to post a bond to take
such action, each party hereto hereby irrevocably waives any such benefit to the
fullest extent now or hereafter permitted under Applicable Law.

     

    (e) To
the extent that any Credit Party has or hereafter may acquire any immunity from
jurisdiction of any court or from any legal process (whether through service or
notice, attachment prior to judgment, attachment in aid of execution or
otherwise) with respect to itself or its Property, it hereby waives or will
irrevocably waive such immunity in respect of its obligations under the
Financing Documents to the extent permitted by Applicable Law and, without
limiting the generality of the foregoing, the waivers set forth in this
paragraph shall have effect to the fullest extent permitted under the Foreign
Sovereign Immunities Act of 1976 of the United States and are intended to be
irrevocable for purposes of such Act.

     

    SECTION
10.15 Waiver
of Jury Trial. EACH OF THE PARTIES HERETO KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATED TO THE FINANCING DOCUMENTS
OR THE TRANSACTIONS CONTEMPLATED THEREBY, IN ANY ACTION, LITIGATION OR OTHER
PROCEEDING OF ANY TYPE BROUGHT BY ANY SUCH PERSON AGAINST ANY OTHER SUCH PERSON
OR ANY AGENT-RELATED PERSON OR PARTICIPANT, WHETHER WITH RESPECT TO CONTRACT
CLAIMS, TORT CLAIMS OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT ANY
SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.
WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE
RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY
ACTION, COUNTERCLAIM OR OTHER PROCEEDING THAT SEEKS, IN WHOLE OR IN PART, TO
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THE FINANCING DOCUMENTS OR ANY
PROVISION THEREOF. THE AGREEMENT OF EACH PARTY HERETO TO THIS PROVISION IS A
MATERIAL INDUCEMENT FOR EACH OF THE OTHER PARTIES HERETO TO ENTER INTO THIS
AGREEMENT AND THE OTHER FINANCING DOCUMENTS TO WHICH IT IS A PARTY.

     

    SECTION
10.16 Judgment.
(a) Each Credit Party’s obligations hereunder and under the other Financing
Documents to make payments in Dollars or Pesos (as applicable) shall not be
discharged or satisfied by any tender or recovery pursuant to any judgment
expressed in or converted into any currency other than Dollars or Pesos (as
applicable). If, for the purpose of obtaining or enforcing judgment against any
Credit Party in any court or in any jurisdiction, it becomes necessary to
convert into or from any currency other than Dollars or Pesos (as applicable)
(such other currency, the “Judgment Currency”), the
conversion shall be made at the Dollar/Peso Equivalent in the case of Dollars
and Pesos and, in the case of other currencies, the rate of exchange as quoted
by the Administrative Agent or, if the Administrative Agent does not quote a
rate of exchange on such currency, by a known dealer in such currency designated
by the Required Lenders of the applicable Tranche. Each such conversion shall be
determined as of the Business Day preceding the Business Day on which the
judgment is given (such preceding Business Day, the “Judgment Currency Conversion
Date”).

     

    
      
        
        

      

      
        -78-

        
          

        

      

      
        
        

      

    

     

    (b) If
there is a change in the rate of exchange prevailing between the Judgment
Currency Conversion Date and the date of actual payment of the amount due, then
the Borrower covenants to pay (or cause to be paid) such additional amounts (if
any) as may be necessary to ensure that the amount paid in the Judgment
Currency, when converted at the rate of exchange prevailing on the date of
payment, will produce the amount of Dollars or Pesos (as applicable) that could
have been purchased with the amount of Judgment Currency stipulated in the
judgment or judicial award at the rate of exchange prevailing on the Judgment
Currency Conversion Date.

     

    (c) For
purposes of determining the Dollar/Peso Equivalent or rate of exchange under
this Section, such amounts shall include any premium and costs payable in
connection with the purchase of the Dollars or Pesos (as
applicable).

     

    SECTION
10.17 Entire
Agreement. The Financing Documents embody the entire agreement and
understanding among the parties hereto, and supersede all prior or
contemporaneous agreements and understandings of such Persons, verbal or
written, relating to the subject matter hereof and thereof.

     

    SECTION
10.18 Use of
Names and Marks. No use of the Lead Arranger’s or Financing Party’s (or
any of their respective Affiliates’) name, trademarks, service marks or symbols
may be made by any Credit Party or any of their Affiliates in any advertisements
or public announcements (including press releases) without such Lead Arranger’s
or Financing Party’s (or such Affiliate’s) prior written approval. No Credit
Party shall disclose or divulge (and shall prohibit its Affiliates from
disclosing or divulging) any written opinions or advice rendered by the Lead
Arranger, any Financing Party, any of their respective Affiliates or any of
their agents, counsel or representatives in connection with the transaction
contemplated hereby without the prior written consent of the Lead Arranger, such
Financing Party, such Affiliate or such agent, counsel or representative; provided that a Credit Party
may make such disclosure to its stockholders, its counsel and, as required by
Applicable Law, Governmental Authorities. The Lead Arranger, any Financing Party
and their respective Affiliates may use each Credit Party’s name, trademarks or
service marks for the purpose of tombstone advertising. Neither the Lead
Arranger, any Financing Party nor any of their respective Affiliates shall
otherwise use a Credit Party’s or any Credit Party Affiliates’ name, trademarks,
service marks or symbols in any advertisements or public announcements
(including press releases) without the prior written consent of the applicable
Credit Party or Credit Party Affiliate.

     

    SECTION
10.19 Use of
English Language. All certificates, reports, notices, documents and other
communications (excluding estatutos sociales and
powers-of-attorney) given or delivered pursuant to the Financing Documents shall
be in the English language, except as required by Mexican law. If any Financing
Document, certificate, reports, notices, documents or other communications is
not originally executed in English, then the Borrower shall (at their own
expense), concurrently with (or as promptly as possible after) the delivery
thereof, provide the recipients thereof of a certified English translation
thereof, upon which translation all Financing Parties shall have the right to
rely for all purposes of the Financing Documents.

     

    
      
        
        

      

      
        -79-

        
          

        

      

      
        
        

      

    

     

    SECTION
10.20 No
Partnership, Etc. The Financing Parties and the Credit Parties intend
that the relationship between them shall be solely that of creditor and debtor.
Nothing contained in this Agreement, the Notes or any other Financing Document
shall be deemed or construed to create a partnership, tenancy-in-common, joint
tenancy, joint venture or co-ownership by or between any Financing Party, on the
one hand, and any other Financing Party, Credit Party or any other Person, on
the other hand. The Financing Parties shall not in any way be responsible or
liable for the debts, losses, obligations or duties of the Credit Parties or any
other Person with respect to the Network or otherwise. All obligations to pay
real property or other taxes, assessments, insurance premiums and all other fees
and charges arising from the ownership, operation or occupancy of the Network
(and to perform all obligations under the agreements and contracts relating
thereto) shall be the sole responsibility of the Credit Parties.

     

    SECTION
10.21 Confidentiality.
Each of the Administrative Agent, the Peso Agent and the Lenders agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ respective partners, directors, officers, employees, agents,
auditors, advisors and other representatives (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 any regulatory authority
purporting to have jurisdiction over it, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process,
(d) to any other party hereto, (e) in connection with the exercise of
any remedies hereunder or under any other Financing Document, any action or
proceeding relating to this Agreement or any other Financing Document, the
enforcement of rights hereunder or thereunder or any litigation or proceeding to
which the Administrative Agent, the Peso Agent or any Lender or any of its
Affiliates may be a party, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any
assignee of or Participant in, or any prospective assignee of or Participant in,
any of its rights or obligations under this Agreement (in the case of a
Participant or prospective Participant, only if such Person is a Lender or an
Affiliate of a Lender or has been approved by the Borrower to receive non-public
Information), (ii) any actual or prospective counterparty, surety,
reinsurer, guarantor or credit liquidity enhancer (or their advisors) to or in
connection with any swap, derivative or other protective transaction relating to
the Borrower and its obligations or (iii) to any rating agency when required by
it, (g) with the consent of the Borrower or (h) to the extent such
Information (x) becomes publicly available other than as a result of a
breach of this Section or (y) becomes available to the Administrative
Agent, the Peso Agent, any Lender or any of their respective Affiliates on a
nonconfidential basis from a source other than the Borrower.

     

    “Information” means all
information received from the Borrower or any of its Subsidiaries relating to
the Borrower or any of its Subsidiaries or any of its respective businesses,
other than any such information that is available to the Administrative Agent,
the Peso Agent or any other Lender on a nonconfidential basis prior to
disclosure by the Borrower or any of its Subsidiaries; provided that, in the case of
information received from the Borrower or any of its Subsidiaries after the date
hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section 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.

     


    
      
         


      

      
        -80-

        
          

        

      

      
         


      

    


    IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.

     

    AXTEL,
S.A.B. DE C.V.,

      as
Borrower

    


    


    By:   /s/ Patricio Jiménez
Barrera                                                                  

                                                                     


    


    AVANTEL,
S. DE R.L. DE C.V., as a Guarantor

    


    


    By:   /s/ José Antonio
Velasco

    


    


    AVANTEL
INFRAESTRUCTURA, S. DE R.L. DE C.V., as a Guarantor

    


    
 

    By:  
/s/ José Antonio
Velasco                                                                         

    


    


    ADEQUIP,
S.A.,

      as
a Guarantor

    


    


    By:  /s/ José Antonio
Velasco                                                                                                                                                 

    


    

      
        
           


        

        
          S-1

          
            

          

        

        
           


        

      



    CITIBANK,
N.A.,

      as
the Administrative Agent

    


    


    By:   /s/ Carlos
Corona                       
                           
        
Name:  Carlos Corona
        
Title:  Authorized Signatory                                                                      

    



    
      
         


      

      
        S-2

        
          

        

      

      
         


      

    


    BANCO
NACIONAL DE MEXICO, S.A.,

      INTEGRANTE
DEL GRUPO FINANCIERO

      BANAMEX,

      as
the Peso Agent

    


    


    By:   /s/
Leopoldo Amaya González                          

            
Name:   Leopoldo Amaya González                                                                          

          
  Title:   Director Finanzas
Corporativas                                                                          

    


    


    By:   /s/ Manuel
Elizondo
Arias                          

            
Name:   Manuel Elizondo
Arias                                                                          

          
  Title:   Director de
Banca Corporative e
                    
Inversión                                                                          


    
      
         


      

      
        S-3

        
          

        

      

      
         


      

    


    DOLLAR
COMMITMENTS

    


    CITIBANK,
N.A. NASSAU BAHAMAS BRANCH, as a Lender

    


    


    By:    /s/ Leslie
Munroe                                                
                                                                       

             
Name: Leslie
Munroe                                                                         

             
Title:   Attorney-In-Fact 

    



    
      
         


      

      
        S-4

        
          

        

      

      
         


      

    


    COMERICA
BANK, as a Lender

    


    


    By:   /s/ Josef C.
Koberl                                          
                                                                    

            
Name: Josef C.
Koberl                                                                          

            
Title:  First Vice
President                                                                          


    
      
         


      

      
        S-5

        
          

        

      

      
         


      

    


    STANDARD
BANK PLC, as a Lender

    


    


    By:   /s/ Sophie
Papasavva                                                                       

            
Name: Sophie
Papasavva                                                                           

            
Title:   Senior Manager Telecom and
Media                                                                 

     

    By:   /s/ Julian
Rennie        
                                                                       

            
Name: Julian
Rennie                                                                           

            
Title:   Director Telecom and
Media                                                                          


    
      
         


      

      
        S-6

        
          

        

      

      
         


      

    


    THE BANK
OF NOVA SCOTIA, as a Lender

    


    By:   /s/ Marian
Lawson                                                                          

            
Name: Marian
Lawson                                                                           

            
Title: Managing
Director                                                                           


    
      
         


      

      
        S-7

        
          

        

      

      
         


      

    


    BAYERISCHE
LANDESBANK, as a Lender

    


    


    By:   /s/ John
Gregory                                     
                                                                          

            
Name:   John
Gregory                                                                         

            
Title:     Vice
President                                                                         

     

    By:   /s/ Donna M.
Quilty                                                                                                           

            
Name:   John
Gregory                                                                         

            
Title:     Vice
President                                                                         


    
      
         


      

      
        S-8

        
          

        

      

      
         


      

    


    COÖPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH,
as a Lender

    


    


    By:   /s/ Nicholas J.
Baikie                                  
                                                                          

            
Name:  Nicholas J.
Baikie                                                                          

            
Title:   
Attorney-in-Fact                                                                          

    


    By:   /s/ Henrique Costa   
                                                                                                             

            
Name:  Henrique
Costa                                                                          

            
Title:    Managing
Director
                     
Credit Risk
Management                                                                          

    



    
      
         


      

      
        S-9

        
          

        

      

      
         


      

    


    JPMORGAN
CHASE BANK, N.A., as a Lender

    


    


    By:   /s/ Sharon
Baraz                                           
                                                                        

            
Name: Sharon
Baraz                                                                          

            
Title:   Vice
President                                                                         


    
      
         


      

      
        S-10

        
          

        

      

      
         


      

    


    ALLIED
IRISH BANKS P.L.C., as a Lender

    


    


    By:   /s/ Mary
Kennedy                                           
                                                                         

            
Name:  Mary
Kennedy                                                                          

            
Title:    Vice
President                                                                         

    


    By:   /s/ Aidan Storey   
                                                                                                                     

            
Name:  Aidan
Storey                                                                          

            
Title:    Associate
Director                                                                         

    



    
      
         


      

      
        S-11

        
          

        

      

      
         


      

    


    BANCO DE
CREDITO E  INVERSIONES, as a Lender

    


    


    By:   /s/ M. Grisel
Vega                                              
                                                                         

           
 Name:  M. Grisel
Vega                                                                       

            
Title:    General
Manager                                                                         


    
      
         


      

      
        S-12

        
          

        

      

      
         


      

    


    PESO
COMMITMENTS

    


    


    BANCO
NACIONAL DE MÉXICO, S.A.,  INTEGRANTE DEL GRUPO FINANCIERO BANAMEX, as
a Lender

    


    


    By:   /s/ Leopoldo Amaya González                       
                                                                         

            
Name: Leopoldo Amaya González                                                                          

            
Title:   Director de Finanzas
Corporativas                                                                           

    
       

      By:   /s/ Victor Manuel Elizondo
Arias                                                                                            

              
Name: Victor Manuel Elizondo
Arias                                                                          

              
Title:   Director de Banca Corporativa e Inversión                                                                           

      





    
      
         


      

      
        S-13

        
          

        

      

      
         


      

    


    HSBC
MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO HSBC, as a
Lender

    


    


    By:  /s/ Jose Eduardo Gutierrez
Gutierrez                                                                          

           
 Name:  Jose Eduardo Gutierrez
Gutierrez                                                                        

            
Title:    Executive
Director                                                                       

    



    
      
         


      

      
        S-14

        
          

        

      

      
         


      

    


    BBVA
BANCOMER, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO BBVA BANCOME, as
a Lender

    


    


    By:   /s/ Agustin de la Garza
Vidaurri                    
                                                                          

            
Name: Agustin de la Garza
Vidaurri                                                                      

            
Title:   Director                                                                         

    


    By:   /s/ Alejandro Cardenas
Bortoni                                                                                              

            
Name:   Alejandro Cardenas
Bortoni                                                                          

            
Title:    
Director                                                                       

    



    
      
         


      

      
        S-15

        
          

        

      

      
         


      

    


    BANCO
MERCANTIL DEL NORTE, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO
BANORTE, as a Lender

    


    


    By:   /s/ Fernando Valenzuela
Bracamontes                                                                         

           
 Name:  Fernando Valenzuela
Bracamontes                                                                         

            
Title:    Subdirector Banca
Corporativa                                                                         

     

    By:   /s/ Osvaldo Brondo
Menchaca           
                                                                         

           
 Name:  Osvaldo Brondo
Menchaca                                                                         

            
Title:    Director Banca
Corporativa                                                                         


    
      
         


      

      
        S-16

        
          

        

      

      
         


      

    


    BANK OF
AMERICA MÉXICO S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO BANK OF
AMERICA,

    as a
Lender

    


    


    By:   /s/ José Manuel
Ruiz                                                                         

            
Name:  José Manuel
Ruiz                                                   

            
Title:   
Attorney-In-Fact                                                                           


    
      
         


      

      
        S-17

        
          

        

      

      
         


      

    


    ING BANK
(MÉXICO), S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, ING GRUPO FINANCIERO, as a
Lender

    


    


    By:   /s/ Edgar Trueba Paz y
Puente                                                                          

             Name:   Edgar
Trueba Paz y
Puente                                                                      

            
Title:    
Attorney-In-Fact                                                                        


    
      
         


      

      
        S-18

        
          

        

      

      
         


      

    


    EXPORT
DEVELOPMENT OF CANADA,

    as a
Lender

    


    


    By:   /s/ Dan
O'Blenis                                                                         

            
Name:  Dan
O'Blenis                                                                          

            
Title:    Financing
Manager                                                                         

     

    
      By:   /s/ Luisa
Reboledo                                                                   

              
Name:  Luisa
Reboledo                                                                          

              
Title:    Financing
Manager                                                                         



    S-19