EX-4.2



 


Exhibit 4.2





     FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
September 5, 2007 among Maxcom Telecomunicaciones, S.A. de C.V., a sociedad
anónima organized under the laws of Mexico, the Guarantors and Deutsche Bank
Trust Company Americas, a New York banking corporation, as Trustee.



W I T N E S S E T H



     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the “Indenture”), dated as of December 20, 2006 providing for the
issuance of 11% Senior Notes due 2014 (the “Notes”);


     WHEREAS, the Company has authorized the issuance of Notes in the aggregate
principal amount of U.S.$25,000,000 (the “Additional Notes”) in accordance with
the limitations set forth in the Indenture;


     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.


     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, the Guarantors and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:


     1.     CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.


     2.     AMENDMENTS TO THE INDENTURE. Section 4.24 of the Indenture
captioned “Interest Rate Adjustment” is hereby amended by amending and
restating paragraphs (a) and (b) thereof in their entirety to read as follows:


     (a)  The interest rate on the Additional Notes specified in the Additional
Notes (increased as the case may be with Additional Interest) will increase by
0.25% per annum commencing on November 1, 2007, if a first-priority Lien has
not been created and perfected in respect of all of the Collateral for any
reason by October 31, 2007 or there is any material defect in the creation,
perfection or first-priority status of any Lien (subject to Collateral
Permitted Liens) in respect of Collateral as of October 31, 2007.


     (b)  To avoid any such interest rate adjustment, the Company shall deliver
to the Trustee and the Collateral Agent not later than October 31, 2007 (x) an
Officers’ Certificate to the effect that none of the conditions requiring an
interest rate adjustment are continuing, (y) copies of each of the relevant
Collateral Documents, including evidence of registration with the applicable
public registry in Mexico and any other related documentation, and (z) an
Opinion of Counsel to the Company addressed to the Trustee and the Collateral
Agent that a first-priority Lien (subject to Collateral Permitted Liens) has
been



 








 



created and perfected in the subject Collateral in accordance with Mexican law.
Upon delivery of the above, the interest rate adjustment will no longer remain
in effect.


     3.     NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


     4.     COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.


     5.     EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.


     6.     THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Company.


     7.     INDENTURE RATIFIED. Except as otherwise expressly provided hereby, the
Indenture is in all respects ratified and confirmed, and all the terms,
provisions and conditions thereof shall be and remain in full force and effect.
With respect to the Notes issued before the date hereof, Section 4.24 of the
Indenture captioned “Interest Rate Adjustment” shall remain unchanged by this
Supplemental Indenture.



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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to be duly executed and attested, all as of the date first above written.


     Dated: September 5, 2007



	 
	MAXCOM TELECOMUNICACIONES, S.A. de C.V.
	 
	By:             /s/ Gonzalo Alarcon I



Name:                            Gonzalo Alarcon I

Title:                           General Counsel
	 
	MAXCOM SERVICIOS ADMINISTRATIVOS, S.A. de C.V.
	 
	By:             /s/ Gonzalo Alarcon I



Name:                            Gonzalo Alarcon I

Title:                           General Counsel
	 
	OUTSOURCING OPERADORA de PERSONAL, S.A. de C.V
	 
	By:             /s/ Gonzalo Alarcon I



Name:                            Gonzalo Alarcon I

Title:                           General Counsel
	 
	TÉCNICOS ESPECIALIZADOS en TELECOMUNICACIONES, S.A. de C.V.
	 
	By:             /s/ Gonzalo Alarcon I



Name:                            Gonzalo Alarcon I

Title:                           General Counsel




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	CORPORATIVO en TELECOMUNICACIONES, S.A. de C.V.
	 
	By:             /s/ Gonzalo Alarcon I



Name:                            Gonzalo Alarcon I

Title:                           General Counsel
	 
	MAXCOM SF, S.A. de C.V.,
	 
	By:             /s/ Gonzalo Alarcon I



Name:                            Gonzalo Alarcon I

Title:                           General Counsel
	 
	MAXCOM TV, S.A. de C.V.
	 
	By:             /s/ Gonzalo Alarcon I



Name:                            Gonzalo Alarcon I

Title:                           General Counsel
	 
	MAXCOM USA, Inc.
	 
	By:             /s/ Gonzalo Alarcon I



Name:                            Gonzalo Alarcon I

Title:                           General Counsel



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	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
	 
	By: DEUTSCHE BANK NATIONAL TRUST COMPANY
	 
	By:      /s/ Irina Golovashchuk



Name:  Irina Golovashchuk

Title: Assistant Vice President
	 
	By:
	 
	/s/ Cynthia J. Powel



Name:  Cynthia J. Powell

Title: Vice President




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