sc13dza

0000950123-11-020769.txt : 20110301 0000950123-11-020769.hdr.sgml : 20110301 20110301170621 ACCESSION NUMBER: 0000950123-11-020769 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110301 DATE AS OF CHANGE: 20110301 GROUP MEMBERS: AT&T INTERNATIONAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICA MOVIL SAB DE CV/ CENTRAL INDEX KEY: 0001129137 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 STATE OF INCORPORATION: O5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61257 FILM NUMBER: 11652791 BUSINESS ADDRESS: STREET 1: LAGO ALBERTO 366 STREET 2: COLONIA ANAHUAC MEXICO DF CITY: MEXICO STATE: O5 ZIP: 11320 BUSINESS PHONE: 5257033990 MAIL ADDRESS: STREET 1: LAGO ALBERTO 366 STREET 2: COLONIA ANAHUAC MEXICO DF CITY: MEXICO STATE: O5 ZIP: 11320 FORMER COMPANY: FORMER CONFORMED NAME: AMERICA MOVIL SA DE CV/ DATE OF NAME CHANGE: 20010119 FORMER COMPANY: FORMER CONFORMED NAME: AMERICA MOBILE DATE OF NAME CHANGE: 20001221 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MOBILE DATE OF NAME CHANGE: 20001215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AT&T INC. CENTRAL INDEX KEY: 0000732717 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 431301883 STATE OF INCORPORATION: DE FISCAL YEAR END: 1218 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 208 S. AKARD ST STREET 2: ATTN : JAMES LACY CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 2108214105 MAIL ADDRESS: STREET 1: 208 S. AKARD ST STREET 2: ATTN : JAMES LACY CITY: DALLAS STATE: TX ZIP: 75202 FORMER COMPANY: FORMER CONFORMED NAME: SBC COMMUNICATIONS INC DATE OF NAME CHANGE: 19950501 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHWESTERN BELL CORP DATE OF NAME CHANGE: 19920703 SC 13D/A 1 d80184asc13dza.htm SC 13D/A sc13dza

S&C Draft of February 28, 2011

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange of 1934
(Amendment No. 3)*

América Móvil, S.A.B. de C.V.

(Name of Issuer)

L Shares, without par value
A Shares, without par value
American Depositary Shares each representing 20 L Shares
American Depository Shares each representing 20 A Shares

(Title of Class of Securities)

No CUSIP for the L Shares
No CUSIP for the A Shares
The CUSIP for the American Depositary Shares representing L Shares is 02364W105
The CUSIP for the American Depositary Shares representing A Shares is 02364W204

(CUSIP Number)

Wayne Wirtz, Esq.
AT&T Inc.
208 S. Akard St.
Dallas, Texas 75202
Telephone Number: 210-281-4105

Wayne Wirtz, Esq.
AT&T International, Inc.
208 S. Akard St.
Dallas, Texas 75202
Telephone Number: 210-281-4105

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 28, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.:		For the L Shares, none. For the A Shares, none. For the American Depositary Shares representing L shares, 02364W105. For the American Depositary Shares representing A shares, 02364W204.

NAME OF REPORTING PERSON

AT&T Inc.
(formerly known as SBC Communications Inc.)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

0 A Shares and 3,621,532,292 L Shares¹

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

10.

SHARED DISPOSITIVE POWER

0 A Shares and 3,621,532,292 L Shares¹

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 A Shares and 3,621,532,292 L Shares²

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0% of A Shares and 11.77% of L Shares³

14.

TYPE OF REPORTING PERSON

1 See the Schedule 13D filed on June 20, 2008, by AT&T Inc. and AT&T International, Inc. (the “Original 13D”) as amended and supplemented through Amendment No. 2 thereto (as so amended, the “Schedule 13D”) for an explanation of the number of shares included in this amount. The amount of 3,746,692,957 set forth in footnote 1 of Amendment No. 2 to the Schedule 13D is amended to be decreased to 840,445,366 based upon (i) 27,907,571,631 L Shares outstanding, (ii) 11,712,316,330 AA Shares outstanding and (iii) 391,112,039 A Shares outstanding, each as of February 28, 2011, as reported by the Mexican Stock Exchange.

2 See the Original 13D for an explanation of the number of shares included in this amount. The amount of 3,746,692,957 set forth in footnote 2 of the Original 13D is amended to be decreased to 840,445,366 based upon the amounts set forth in footnote 1 above and upon the knowledge of the Reporting Persons derived from the Slim 13D, as amended through Amendment No. 22.

3 See the Original 13D for an explanation of the percentages included in this amount. The amount of 23.04% set forth in footnote 3 of the Original 13D is amended to be increased to 23.60%, based upon the amounts set forth in footnote 1 above and upon the knowledge of the Reporting Persons derived from the Slim 13D, as amended through Amendment No. 22.

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CUSIP No.:		For the L Shares, none. For the A Shares, none. For the American Depositary Shares representing L shares, 02364W105. For the American Depositary Shares representing A shares, 02364W204.

NAME OF REPORTING PERSON

AT&T International, Inc.
(formerly known as SBC International, Inc.)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

0 A Shares and 3,621,532,292 L Shares⁴

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

10.

SHARED DISPOSITIVE POWER

0 A Shares and 3,621,532,292 L Shares⁴

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 A Shares and 3,621,532,292 L Shares⁵

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0% of A Shares and 11.77% of L Shares⁶

14.

TYPE OF REPORTING PERSON

4 See the Original 13D for an explanation of the number of shares included in this amount. The amount of 3,746,692,957 set forth in footnote 4 of the Original 13D is amended to be increased to 840,445,466 based upon the amounts set forth in footnote 1 above and upon the knowledge of the Reporting Persons derived from the Slim 13D, as amended through Amendment No. 22.

5 See the Original 13D for an explanation of the number of shares included in this amount. The amount of 3,746,692,957 set forth in footnote 5 of the Original 13D is amended to be increased to 840,445,466 based upon the amounts set forth in footnote 1 above and upon the knowledge of the Reporting Persons derived from the Slim 13D, as amended through Amendment No. 22.

6 See the Original 13D for an explanation of the percentages included in this amount. The amount of 23.04% set forth in footnote 6 of the Original 13D is amended to be increased to 23.60%, based upon the amounts set forth in footnote 1 above and upon the knowledge of the Reporting Persons derived from the Slim 13D, as amended through Amendment No. 22.

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This Amendment No. 3 (the “Amendment”) amends and supplements the Schedule 13D (the “Original 13D”) filed with the Securities and Exchange Commission (the “Commission”) on June 20, 2008 by AT&T Inc. (“AT&T”) and AT&T International, Inc. (“AT&TI,” and, together with AT&T, the “Reporting Persons”) as amended and supplemented through Amendment No. 2 (“Amendment No. 2”) thereto, filed with the Commission on August 2, 2010 (as so amended, the “Schedule 13D”). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D. Information about the Control Trust is based in part on that Schedule 13D filed on behalf of Carlos Slim Helú, his family, and certain related trusts on March 8, 2001 as amended as supplemented through Amendment No. 22, filed August 6, 2010, thereto (the “Slim 13D”) and the Form 20-F filed by the Issuer on May 25, 2010 (the “20-F”). Except as expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or supplemented in any respect.


Item 4.		Purpose of Transaction.

Item 4 of the Original 13D is hereby amended and supplemented as follows:

On February 28, 2011, the Control Trust and AT&TI terminated the Shareholders Agreement. Concurrently with that termination of the Shareholders Agreement, the Control Trust and AT&TI entered into a new shareholders agreement (the “2011 Shareholders Agreement”).

Under the terms of the 2011 Shareholders Agreement, each of the Control Trust and AT&TI agreed to vote its AA Shares in favor of eight members nominated by the Control Trust to the board of directors of Amèrica Mòvil, S.A.B. de C.V. (the “Board”) and two members nominated by AT&TI to the Board (or in similar proportion if the holders of AA Shares are unable to elect ten members of the Board). The Board will not consider or vote on any specified matter to be reviewed by the executive committee of the Issuer (the “Executive Committee”) unless the Executive Committee has made a recommendation to the Board with respect to such matter, subject to certain exceptions. The Executive Committee consists of four members, three of whom shall be appointed by the Control Trust and one of whom shall be appointed by AT&TI. The Control Trust and AT&TI have agreed, to cause the Executive Committee to use their best efforts to mutually agree upon all matters presented to the Executive Committee, and to follow certain procedures in the event they are unable to do so.

In addition, under the 2011 Shareholders Agreement each of AT&TI and the Control Trust has granted to the other a right of first offer on any proposed transfer of AA Shares held by such party, except for transfers to certain affiliates. Upon the receipt of a notice of proposed transfer, AT&TI shall have 30 calendar days to decide whether it wishes to purchase all (but not less than all) of the AA Shares proposed to be sold by the Control Trust, up to an amount equal to the number of shares owned by AT&TI upon receipt of such transfer notice; provided that if AT&TI is prohibited by Mexican law from acquiring the AA Shares proposed to be sold by the Control Trust, AT&TI may exercise its right to purchase through a third party, trust or other legal entity legally allowed to hold AA Shares. Upon the receipt of a notice of proposed transfer, the Control Trust shall have 30 calendar days to decide whether it wishes to purchase all (but not less than all) of the AA Shares proposed to be sold by AT&TI. In the event the receiving party elects not to purchase the AA Shares offered for sale or is otherwise unable to complete the purchase of such AA Shares in accordance with the 2011 Shareholders Agreement, the notifying party shall have 180 days within which to sell such AA Shares, to a third party at the same price offered to the receiving party; provided, that the purchasing third party shall have agreed in advance to be governed by a shareholders agreement on substantially the same terms as provided for in the 2011 Shareholders Agreement. In addition to the right of first offer described above, each of the Control Trust and AT&TI has granted to the other certain drag along rights, which require the party transferring a majority of its AA Shares to a third party to include the AA Shares held by the other party in such sale. Notwithstanding any of the foregoing, under the terms of the 2011 Shareholders Agreement, either party to the 2011 Shareholders Agreement is free to convert any AA Shares held by such party into L Shares and transfer such L Shares to a third party without complying with the right of first offer and drag along right described above.

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Item 5.		Interest in Securities of the Issuer.

All changes reflected on the cover pages to this Amendment are the result of transactions reported in the Slim 13D and/or changes in outstanding shares reported by the Mexican Stock Exchange. In connection therewith, Item 5 of the Original 13D is hereby amended and supplemented as follows:

(a) Neither AT&T nor AT&TI have sold any shares of the Issuer since the filing of Amendment No. 2.

The percentage of L Shares (including L Shares ADS) of the Issuer beneficially owned by AT&T and AT&TI is amended to be increased from 11.60% to 11.77% since the filing of Amendment No. 2.

The number and percentage of L Shares (including L Shares ADS) beneficially owned by the Control Trust (in the event that the Control Trust is deemed to be part of a group with the Reporting Persons and to the knowledge of the Reporting Persons) are amended to be increased from 7,368,225,249 to 7,461,032,665 and 23.04% to 23.60%, respectively, since the filing of Amendment No. 2.

(b) The numbers of L Shares (including L Shares ADS) of the Issuer which, to the knowledge of the Reporting Persons, the Control Trust has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, are amended to be increased from 7,368,225,249 to 7,461,032,665, and from 7,368,225,249 to 7,461,032,665, respectively, since the filing of Amendment No. 2. Such amended numbers include 2,999,055,007 L Shares that the Control Trust reported in Amendment No. 22 it had received in the CGT Offer.


Item 7.		Material to be Filed as Exhibits.


Exhibit		Description
I		Agreement, between Banco Inbursa, S.A. Institución de Banca Múltiple, Grupo Financiero Inbursa, División Fiduciaria acting as trustee under Trust F/1046, and Banco Inbursa, S.A. Institución de Banca Múltiple, Grupo Financiero Inbursa, División Fiduciaria acting as trustee under Trust F-0126 and AT&T International, Inc., formerly called SBC International, Inc., dated February 28, 2011.

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 3 to Schedule 13D is true, complete and correct.

Dated: February 28, 2011


AT&T Inc.
By:	/s/ Forrest E. Miller
	Name:	Forrest E. Miller
	Title:	Group President — Corporate Strategy and Development
AT&T International, Inc.
By:	/s/ Timothy P. Leahy
	Name:	Timothy P. Leahy
	Title:	Senior Vice President, General Counsel and Secretary

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EX-99.I 2 d80184aexv99wi.htm EX-99.I exv99wi

Execution Version

AGREEMENT
AMX

Intending to be bound, the Parties do hereby enter into this Agreement (“Agreement”) between Banco Inbursa, S.A. Institución de Banca Múltiple, Grupo Financiero Inbursa, División Fiduciaria acting as trustee under Trust F/1046 (the “Trust”), and Banco Inbursa, S.A. Institución de Banca Múltiple, Grupo Financiero Inbursa, División Fiduciaria acting as trustee under Trust F-0126 (“Family Trust”) and AT&T International, Inc., formerly called SBC International, Inc. (“ATTI”), a Delaware corporation (collectively, the “Parties”, and each individually a “Party”).

RECITALS

A. América Telecom, S.A.B de C.V. (“AMTEL”) (a spun-off company from Carso Global Telecom, S.A.B. de C.V.) and SBC International, Inc. participated in the Trust through which they originally held capital stock of Teléfonos de México, S.AB. de C.V. predecessor of América Móvil, S.A.B. de C.V. (“AMX”) in the form of “AA” Shares (the “AA Shares”). Through the Trust, a combination of Mexican investors, including AMTEL, and SBC International, Inc. beneficially owned “AA” Shares.

B. On March 13, 2001 AMTEL and SBC International, Inc. entered into an agreement, as amended from time to time (the “Original Joint Venture Agreement”) to govern their relationship and to ensure voting control of AMX.

C. On December 13, 2006, the shareholders of AMTEL and the shareholders of AMX agreed to the merger of AMTEL into AMX. Under the terms of such merger, AMTEL’s shareholders received 4.07128 AMX’s shares for each AMTEL share. Accordingly, the Family Trust became titleholder of AMX’s capital stock and AMX succeeded to AMTEL’s rights and obligations under the Original Joint Venture Agreement and the Trust.

D. On July 20, 2006 SBC International, Inc. changed its corporate name to AT&T International, Inc., being the same legal entity.

E. The Parties hereto desire to evidence termination of the Original Joint Venture Agreement, as amended, and to create a new joint venture agreement (the “New Joint Venture Agreement”) to govern the relationship of the Family Trust and ATTI with respect to AMX pursuant to this Agreement. For the avoidance of doubt, all references to the Shares of ATTI in this

Agreement, shall include the “AA” shares owned by ATTI in AMX through the Trust.

NOW THEREFORE, in consideration of the representations, warranties, covenants and agreements herein contained, and of the mutual benefit to be derived herefrom, the Parties hereto agree as follows

1. Termination

A. The Parties hereto agree to evidence termination of the Original Joint Venture Agreement, as amended.

B. Each of the Parties hereby confirms that it shall have no further rights under the Original Joint Venture Agreement, as amended, and stipulates and agrees that all commitments and obligations between the Parties under the Original Joint Venture Agreement, as amended, are hereby terminated and that the Parties shall have no further commitment or obligation among each other under any provision of the Original Joint Venture Agreement, as amended; except with respect to any liabilities which a party to the Original Joint Venture Agreement may have with respect to any accrued rights and obligations of such party under the Original Joint Venture Agreement, and save that the termination of the Original Joint Venture Agreement shall not affect any provisions of the Original Joint Venture Agreement necessary for the interpretation or enforcement thereof.

2. Management of AMX.

A. The responsibility for the management of AMX shall reside with the AMX Board of Directors (the “Board” or “Board of Directors”). However, the Board will seek input on various matters from committees the Board may establish, pursuant to the By-laws, from time to time, as well as from the Executive Committee, if constituted.

B. The Director General of AMX shall be responsible for the day-to-day administration of the business of AMX and shall be accountable to the AMX Board of Directors.

3. Board Composition; Committees.

A. The Board of Directors of AMX will continue to exist in accordance with the By-laws of AMX as amended.

B. The Family Trust currently holds a sufficient number of AA Shares to nominate and elect ten (10) directors to the Board. The Family Trust shall nominate candidates to assume eight (8) positions on the Board of Directors. ATTI shall nominate candidates to assume two (2) positions on the Board of Directors.

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C. In the event that the total number of Board members varies for any reason or the “AA” shareholders are unable for any other reason to elect ten (10) members of the Board, then the allocation of Board members among the Parties shall change accordingly but shall maintain, so far as possible, the same proportions as outlined in paragraph B above.

D. The Board will act by majority vote.

E. Executive Committee. Upon the request of any Party hereto, the Parties shall cause an executive committee of the Board of Directors (the “Executive Committee”) to be constituted as promptly as practicable, in accordance with and be empowered by the By-laws of AMX as amended and provided herein. If constituted, the Executive Committee will be the principal consultative body of the Board and will be the body through which all major strategic, operational, financial and investment decisions are reviewed and recommended to the Board. If constituted, the Executive Committee shall meet whenever necessary but at least prior to each Board of Directors meeting, unless otherwise agreed by the Parties. The matters for Executive Committee review and discussion shall be those items set forth in Attachment A.

If constituted, at least five (5) business days written notice (by facsimile and courier) shall be given to each of the Executive Committee members of any meeting of the Executive Committee, provided always that a shorter period of notice or no notice may be given if approved by all Executive Committee members. Any such notice shall contain, inter alia, an agenda identifying in reasonable detail all of the matters to be discussed at the meeting and shall be accompanied by copies of any relevant papers to be discussed at the meeting. The Executive Committee shall have all of the power to operate and manage AMX except for those powers the Board expressly reserves to itself. The Executive Committee shall make recommendations on all matters on which the By-laws call for Executive Committee review. Each Party agrees that it will cause its Executive Committee members to use their best efforts to achieve a common position on matters presented to the Executive Committee. Should the Parties be unable to reach a common position or it is anticipated by either Party that a common position may not be reached at an Executive Committee Meeting on any matter properly noticed pursuant to this paragraph E, they shall arrange a conference between their principals. If the matter is not resolved before the next regular scheduled Board meeting where such matter will be discussed, the matter shall be resolved by majority decision by the Executive Committee. If an agenda item for an Executive Committee Meeting was not properly noticed pursuant to this paragraph E and the Parties are not able to reach a common position on such agenda item prior to the next regular scheduled Board meeting a decision on the matter shall be postponed until the next regular scheduled Executive Committee Meeting or until a common position is reached or until notice is cured pursuant to this paragraph E, whichever comes first.

Notwithstanding the above, if it is determined by the Family Trust in good faith that a matter subject to Executive Committee review cannot wait until the

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next regularly scheduled Executive Committee Meeting for its review and consideration, because time is of the essence, such specific matter shall be discussed with ATTI prior to any action being taken by AMX regarding the matter and each Party’s decision shall be reflected in the minutes of the next regularly scheduled Executive Committee Meeting.

F. The Board shall not consider or vote on the Executive Committee Matters without a recommendation from the Executive Committee except for any case in which the Executive Committee did not achieve a common position regarding an agenda item pursuant to paragraph E above.

G. If constituted, the Executive Committee will consist of four (4) members, three (3) of whom will be appointed by the Family Trust, and one (1) of whom will be appointed by ATTI.

4. Compensation for Services.

The Parties shall continue to work with and assist the AMX management to enhance the long-term prosperity of AMX. ATTI has provided for a contract with AMX under which ATTI will continue to be compensated on a commercially reasonable basis for services rendered to AMX.

5. Transfers of Shares

A. Subject to applicable laws and pursuant to the right of first offer set forth in Section C, below the Family Trust and ATTI shall have the right to freely transfer their “AA” Shares. Furthermore, nothing shall restrict the ability of a shareholder to: (i) convert any or all of its AA Shares to “L” shares in accordance with the by-laws and to transfer or sell the “L” shares and provided further that the Family Trust and ATTI shall, subject to any limits as to percentages provided for by the by-laws, insure sufficient “L” Shares are available to allow any of the Family Trust and ATTI to convert AA Shares to “L” Shares upon request of the Party seeking to convert; or (ii) the ability of a Shareholder to create or permit to exist any pledge, lien, or other encumbrance over any AA Shares held by that Shareholder (a “Lien”), or to agree, conditionally or otherwise, to do any of the foregoing (and for the purposes of this article “dispose” shall be deemed to exclude items (i) and (ii) above), provided further that, to be valid any such Lien should provide that, in case of any disposition of the AA shares, the right of first offer to the other Shareholder is fully complied with.

B. Notwithstanding the right of first offer provision set forth below, a Shareholder may transfer any of its “AA” Shares to an Affiliate of the transferring Shareholder who agrees in writing to be bound by the provisions of this Agreement. Affiliate as used in this Agreement shall mean, as to any person, any other person that controls, is controlled by or is under common control with such person. For

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purposes of this definition the term “control” of a person shall mean the possession, direct or indirect, of the power to vote 51% or more of the voting stock of such person or the direct or cause the direction of the management and policies of such person or to direct or cause the direction of the management and policies of such person, whether through the ownership of such voting stock, by contract or otherwise.

C. Save for transfers permitted under paragraphs A and B, the Parties grant each other the following right of first offer:

	a.		if ATTI desires to sell or otherwise dispose of any of its “AA” Shares, it shall give the Family Trust a right of first offer for the purchase of any such “AA” Shares, in the terms described below.

	b.		If the Family Trust desires to sell or otherwise dispose of any of its “AA” Shares it shall give ATTI a right of first offer for the purchase of a number of “AA” Shares up to an amount that is equal to the number of “AA” Shares that ATTI holds, directly or through the Trust, as of the date of the Transfer Notice (as defined below) in the terms described below.

			For the avoidance of doubt, the Parties hereto expressly acknowledge and agree that if ATTI exercises its right of first offer, it will be able to double the amount of “AA” Shares that it holds as of the date of the Transfer Notice (as defined below) and that all of the remaining Family Trust’s “AA” Shares which exceed the number of “AA” Shares that ATTI holds, through the Trust, as of that date are not subject to any first offer right or other limitation and thus are freely transferable.

If any of the Parties desire to sell or otherwise dispose of its “AA” Shares (“Seller”), the Seller shall give notice to the other Shareholder in writing (“Transfer Notice”) of such desire together with details of the purchase price and other material terms requested by the Seller. A Transfer Notice shall, except as hereinafter provided, be irrevocable. A Transfer Notice shall be limited to the “AA” Shares subject to the right of first offer described in paragraphs a and b above, as the case may be.

D. On receipt of the Transfer Notice, the other Shareholder (“Continuing Shareholder”) shall have the right to purchase, in aggregate, all (but not some only) of the Seller’s AA Shares that are subject to the right of first offer and being sold at the purchase price specified in the Transfer Notice. If ATTI is prohibited by Mexican Law from purchasing all of the Seller’s “AA” Shares that are subject to the right of first offer ATTI shall have the right to purchase Seller’s AA Shares through a third party, trust or other entity legally allowed to hold AA Shares, to the extent it is permitted by Mexican Law.

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E. The Transfer Notice will invite the Continuing Shareholder to give written notice (“Acceptance Notice”) to the Seller within thirty (30) days (for the purposes of this Agreement the term “days” shall mean calendar days) of receipt of the transfer notice (“Acceptance Period”) whether it is willing to purchase all of the Seller’s AA Shares subject to the right of first offer. For the avoidance of doubt, the Acceptance Notices from the Continuing Shareholder must account for the purchase and sale of all of the Seller’s AA Shares subject to the right of first offer and being sold.

F. The Continuing Shareholder shall become bound (subject only to any necessary approvals of its shareholders in general meeting and/or of its Board or of any competent regulatory authorities, including anti-trust commissions or entities in any required jurisdiction) to purchase the Seller’s Shares on giving the Acceptance Notice. In such event, completion of the sale and purchase of the Seller’s Shares shall take place sixty (60) days after the latter of the giving of such notice or, after the obtaining of necessary approvals of any competent governmental, regulatory or other authorities (including, without limitation, the approval of any governmental, regulatory or other authorities which have jurisdiction over any tangible or intangible asset in which AMX may at the relevant time be directly or indirectly interested). Notwithstanding the foregoing, such notice and right of the Continuing Shareholders to acquire the Seller’s Shares shall cease to have effect if:

	(i)		any necessary approval of the Continuing Shareholder’s shareholders in general meeting and/or its appropriate board has not been obtained within the said period of sixty (60) days or

	(ii)		any necessary approval of any competent governmental, regulatory or other authority has or have not been obtained within one hundred and eighty (180) days after the giving of such notice or

	(iii)		if earlier than the expiry of such latter period, any such authority has conclusively refused to grant any such approval and no appeal or other request for review is timely filed and remains pending.

	G. If:

	(i)		at the expiration of the Acceptance Period the aggregate number of Seller’s Shares to be purchased by the Continuing Shareholder is less than the total number of Shares Seller desires to sell; or

	(ii)		the deadlines set forth in paragraph F have not been satisfied,

the Seller shall be entitled to transfer all of the “AA” Shares of the Seller specified in the Transfer Notice on a bona fide arm’s length sale to a third party purchaser at a price being not less than the purchase price specified in the Transfer Notice, provided that such transfer shall have been completed within a period of one hundred and eighty (180) days after the later of:

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	(i)		the date of the Transfer Notice; or

	(ii)		the date the Continuing Shareholder’s right to acquire the Seller’s Shares shall have ceased to have effect pursuant to subparagraph B, the date on which such notice ceased to have effect;

and further provided that:

	(iii)		third party purchaser shall have agreed in advance in writing to sign and be governed by a shareholder agreement with provisions in compliance with this Agreement; and

	(iv)		all necessary approvals of governmental or applicable authority shall have been obtained.

The Continuing Shareholder shall be permitted to confirm that the bona fide offer from the third party purchaser is firm and subject only to conditions that could reasonably be expected to be satisfied, by (i) review of the documents involved in such bona fide offer and (ii) requiring that the proposed transferee submit evidence reasonably satisfactory to the Continuing Shareholder of financing for such purchase.

H. Should the Family Trust transfer its AMX AA shares to a third party so that the Family Trust no longer directly or indirectly owns the majority of the AA shares, ATTI shall have a tag along right which will permit ATTI, in its discretion, to sell to the third party buyer and require the third party purchaser to acquire the same portion of its “AA” Shares as the Family Trust is selling under the same terms and conditions (the “Tag-Along Shares”). ATTI shall exercise its rights under this paragraph H by indicating in writing to the Family Trust that ATTI intends to include the Tag-Along Shares in the Seller contemplated transfer.

I. Should the Family Trust transfer its AMX “AA” shares to a third party so that the Family Trust no longer directly or indirectly owns a majority of the “AA” shares, the Family Trust shall have a drag along right which will permit the Family Trust, in its discretion, to require ATTI to sell the same portion of its “AA” shares the Family Trust is selling to the third party under the same terms and conditions (the “Drag-Along Shares”). The Family Trust shall exercise its rights under this paragraph I by indicating in writing to ATTI that the Family Trust intends to include the Drag-Along Shares in its contemplated transfer.

6. Confidentiality and Publicity.

Subject to obligations to make this Agreement known under any stock exchange rules or other legal requirements, so long as this Agreement is in effect and for a period of five years after termination for any cause, each Party agrees, after receipt of any specific information, to maintain in confidence such information

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and to use solely for the purpose of the transactions contemplated herein, all documents or information of any kind pertaining to AMX or the Parties, which may have been created or communicated in a confidential manner by the other Parties, by AMX, or by any governmental authority. Each Party will cause its consultants, agents and employees to comply with the obligations it has assumed hereunder.

The Parties agree that they will not make any public announcements or other disclosure of this Agreement, its purpose or contents, or of any activities conducted pursuant hereto, without prior mutual consultation and consent, except as may be required by law.

7. Certain Additional Actions.

The Parties agree to execute and deliver any further document or instrument that the trustee of the Trust may require to formalize the agreements set forth herein.

8. Affiliates and Assignment.

The Parties acknowledge that each may assign its rights and obligations under this Agreement to one or more Affiliates in their respective corporate groups. This Agreement shall bind the Parties and their respective successors and assigns. Except as expressly provided herein, no Party shall be entitled to assign its interest in this Agreement without the express written consent of the other Party.

9. Governing Law.

Except for the procedural rules set forth in Clause 11 relating to arbitration, this Agreement shall be governed by and construed in accordance with the laws of Mexico; provided, however, that if any term of any obligation is unenforceable but the performance of such term or such obligation does not violate the law, governmental regulations, or public policy of Mexico, then in any arbitration pursuant to Clause 11 the tribunal shall apply in respect of the terms of such obligations and its enforcement and/or compensation for the breach thereof, internationally acceptably contract law principles in such a manner as to give full effect to such obligation and intent of the Parties thereto.

10. Good Faith; Cooperation.

The Parties shall promptly do and perform such further acts, matters, or things and execute and deliver all further instruments required by law or which may be reasonably requested by any Party to establish, maintain, and protect the

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respective rights and remedies of any Party and to carry out and effect to the intent and purposes of this Agreement.

11. Arbitration

Any controversy or claim arising out of or relating to this Agreement or any breach thereof that has not been resolved between the Parties after good faith discussions may be settled by arbitration. The arbitration shall be held in Mexico City, Mexico under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with said rules. The arbitration shall be conducted in Spanish and English. The arbitral award shall be final and binding on the Parties.

12. Notices.

All communications hereunder shall be in writing and shall be deemed effectively given on day after being sent by telecopy or courier, confirmed by letter as follows:

Family Trust
Banco Inbursa, S.A. Institución de Banca Múltiple, Grupo Financiero
Inbursa, División Fiduciaria acting as trustee under Trust 0126Bis
Paseo de las Palmas 736
Lomas de Chapultepec
Attention: Raúl Zepeda Ruiz

ATT Trust
Banco Inbursa, S.A. Institución de Banca Múltiple, Grupo Financiero
Inbursa, División Fiduciaria acting as trustee under Trust 1046
Paseo de las Palmas 736
Lomas de Chapultepec
Attention: Raúl Zepeda Ruiz
w/c to: Attention: Mr. Wayne Watts
Tel: (214) 757-3300
Fax: (214) 746-2103

AT&T International, Inc.
One AT&T Plaza
208 S. Akard; 37th Floor
Dallas, Tx. 75202

Attention: Mr. Wayne Watts
Tel: (214) 757-3300
Fax: (214) 746-2103

13. Amendments; Entire Agreement; Language.

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This Agreement may not be amended or modified except by a written instrument signed by the Parties. This Agreement supersedes all prior agreements or understandings with respect to the subject matter hereof among or between any of the Parties, including, among others the Original Joint Venture Agreement and the Trust.

14. Representations, Covenants, and Warranties.

Each Party covenants, represents, and warrants with respect to itself that:

A. It is of good standing and has full power and authority to enter into and perform this Agreement and any other agreement or instrument to be executed pursuant to this Agreement and that this Agreement constitutes, and such agreements and instruments will constitute, binding obligations on such Party in accordance with their respective terms, except for bankruptcy and insolvency laws, and the execution and performance of this Agreement and all related agreements will not contravene or breach any obligations, agreements, governmental ruling, or laws by which such Party is bound.

B. Such Party is not a party to any litigation or subject to any governmental investigation or proceedings that could in any way affect such Party’s ability to enter into or perform the terms and conditions of this Agreement.

C. The execution, delivery, and performance of this Agreement by such Party shall not, with or without the giving of notice or passage of time, or both, conflict with, result in a breach of, default or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to any provisions of such Party’s incorporation documents or any franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, order, judgment, or other restriction to which such Party or any subsidiary or holding company of such Party is a party or by which any of them may be bound or affected which would materially adversely affect its ability to perform its obligations under this Agreement.

15. Compliance with Applicable Law.

No Party shall be required to take any action under this Agreement to the extent that such action would violate present or future applicable law, including, without limitation, legal or administrative provisions in the United States of America and provisions in force in Mexico or in the future enacted in Mexico to govern AMX, its operations, governmental authorizations or the duly authorized AMX By-laws as in effect from time to time. In the event that any Party in good faith concludes that taking an action required by this Agreement would cause it to violate applicable law, it shall give prompt and detailed notice thereof to the other Parties and shall consult in good faith with other Parties so as to arrive at a means

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of carrying out to the maximum extent possible the intent of this Agreement without violation.

16. Severability.

A holding by any court or other tribunal of competent jurisdiction that any provision of this Agreement is invalid or unenforceable shall not result in invalidation or unenforceability of the entire Agreement and all remaining terms shall remain in full force and effect. Following any such holding, the Parties shall negotiate in good faith new provisions to restore this Agreement as nearly as possible to its original intent and effect.

17. Relation of Parties.

Nothing herein shall cause the Parties to be treated as partners, principals and agents. None of the Parties shall have any authority to bind the others to any obligation without its prior written consent.

18. Further Assurances.

Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments, and documents as any other Party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

19. Indemnification.

Each Party hereto shall indemnify and hold harmless each other Party from and against all claims, liabilities, actions, suits, proceedings, assessments, judgments and losses, including interest, penalties reasonable attorneys fees, and reimbursements arising out of or resulting from the breach by such Party of any representation, warranty, covenant, obligation, or agreement of such Party contained in this Agreement or in any other associated agreement.

20. Termination.

A. This Agreement is made for an initial term beginning on the date hereof and ending on December 31, 2012 (the “Term”) and shall automatically be renewed for successive two (2) year terms under the same terms and conditions, unless any Party shall seek to terminate it on six (6) months notice before the end of the Term or any successive two (2) year term.

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B. Before the end of its Term, this Agreement may be terminated only upon mutual consent of all the Parties. It shall also be terminated automatically upon occurrence of any of the following:

	(i)		dissolution and liquidation of AMX; or

	(ii)		material breach of this Agreement by one of the Parties, which will allow termination as to that breaching Party or

	(iii)		the conversion by any of the Parties of all its Series AA Shares into Series “L” Shares.

C. Upon termination of this Agreement before expiry of its term, all rights and obligations under this Agreement shall conclude and become ineffective except that the rights and obligations of any Party having accrued prior to such termination shall not be affected thereby.

Executed this 28^th day of February, 2011 by the undersigned authorized officers of the Parties.


TRUST		AT&T INTERNATIONAL, INC.
Banco Inbursa, S.A. Institución de Banca
Múltiple, Grupo Financiero Inbursa,
División Fiduciaria acting as trustee under
Trust 1046

By:

/s/ Jose Alejandro Morales Sotarriba

By:

/s/ Rayford Wilkins Jr.

Name:

Jose Alejandro Morales Sotarriba

Name:

Rayford Wilkins Jr.

Title:

Trust Delegate

Title:

President, AT&T International


FAMILY TRUST Banco Inbursa, S.A. Institución de Banca Múltiple, Grupo Financiero Inbursa, División Fiduciaria acting as trustee under Trust 0126
By:	/s/ Jose Alejandro Morales Sotarriba
	Name:	Jose Alejandro Morales Sotarriba
	Title:	Trust Delegate

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