Second Supplemental Indenture, dated as of July 16, 2012



 Exhibit 4.1 
 EXECUTION COPY 
  

 
 América Móvil, S.A.B.
de C.V., 
 as Issuer 
 to 
 The Bank of New York Mellon, 

as Trustee, Security Registrar, Paying Agent and Transfer Agent 

 
  

SECOND SUPPLEMENTAL INDENTURE 

Dated as of July 16, 2012 
  

 

U.S.$1,250,000,000 

3.125% Senior Notes due 2022 
  

 







 TABLE OF CONTENTS 

Page 

ARTICLE ONE 

DEFINITIONS 
  

							
	Section 101.	  	Provisions of the Base Indenture.	  	 	1	  
	Section 102.	  	Definitions.	  	 	2	  
		
	ARTICLE TWO GENERAL TERMS AND CONDITIONS OF THE NOTES	  	 	3	  
			
	Section 201.	  	Designation, Principal Amount and Interest Rate.	  	 	3	  
	Section 202.	  	Denominations.	  	 	3	  
	Section 203.	  	Computation of Interest.	  	 	3	  
	Section 204.	  	Forms Generally.	  	 	3	  
	Section 205.	  	Form of Trustee’s Certificate of Authentication	  	 	13	  
	Section 206.	  	Reserved	  	 	13	  
	Section 207.	  	Maintenance of Office or Agency	  	 	13	  
	Section 208.	  	New York Stock Exchange Listing	  	 	13	  
		
	ARTICLE THREE MISCELLANEOUS PROVISIONS	  	 	13	  
			
	Section 301.	  	Consent to Service; Jurisdiction	  	 	13	  
	Section 302.	  	Governing Law; Waiver of Jury Trial	  	 	14	  
	Section 303.	  	Separability of Invalid Provisions	  	 	14	  
	Section 304.	  	Execution in Counterparts	  	 	14	  
	Section 305.	  	Certain Matters	  	 	14	  








 SECOND SUPPLEMENTAL INDENTURE, dated as of July 16, 2012 (this “Second
Supplemental Indenture”), among América Móvil, S.A.B. de C.V. (the “Company”), a sociedad anónima bursátil de capital variable organized and existing under the laws of the United Mexican States
(“Mexico”), having its principal office at Lago Zurich 245, Edificio Telcel, Colonia Granada Ampliación, Delegación Miguel Hidalgo, 11529, México D.F., México and The Bank of New York Mellon, a banking
corporation duly organized and existing under the laws of the State of New York authorized to conduct a banking business, as Trustee (the “Trustee”), Security Registrar, Paying Agent and Transfer Agent, to the Indenture, dated as of
June 28, 2012, between the Company and the Trustee (the “Base Indenture” and, together with this Second Supplemental Indenture, herein called the “Indenture”). 

W I T N E S S E T H: 
 WHEREAS, Section 301 of the Base Indenture provides for the issuance from time to time thereunder, in series, of debt Securities of the Company, and Section 901 of the Base Indenture provides
for the establishment of the form or terms of Securities issued thereunder through one or more supplemental indentures; 

WHEREAS, the Company desires by this Second Supplemental Indenture to create a series of Securities to be issued under the Base
Indenture, as supplemented by this Second Supplemental Indenture, and to be known as the Company’s “3.125% Senior Notes due 2022” (the “Notes”), which are to be initially limited in aggregate principal amount as specified in
this Second Supplemental Indenture and the terms and provisions of which are to be as specified in this Second Supplemental Indenture; 
 WHEREAS, the Company has duly authorized the execution and delivery of this Second Supplemental Indenture to establish the Notes as a series of Securities under the Base Indenture and to provide for,
among other things, the issuance and form of the Notes and the terms, provisions and conditions thereof, and additional covenants for purposes of the Notes and the Holders thereof; and 

WHEREAS, all things necessary to make this Second Supplemental Indenture a valid agreement of the Company, in accordance with its terms,
have been done. 
 NOW, THEREFORE, for and in consideration of the premises and the purchase and acceptance of the Notes by the
Holders thereof and for the purpose of setting forth, as provided in the Base Indenture, the form of the Notes and the terms, provisions and conditions thereof, the Company covenants and agrees with the Trustee as follows: 

ARTICLE ONE 
 DEFINITIONS 
 Section 101.     Provisions of the Base Indenture.

 Except insofar as herein otherwise expressly provided, all the definitions, provisions, terms and conditions of the Base
Indenture shall remain in full force and effect. The Base Indenture, as supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and this Second Supplemental Indenture shall be read, taken
and considered as one and the same instrument for all purposes and every Holder of Notes authenticated and delivered under this Second Supplemental Indenture shall be bound hereby. Notwithstanding any other provision of this Section 101 or the
Base Indenture or this Second Supplemental Indenture to the contrary, to the extent any provisions of this Second Supplemental Indenture or any Note issued hereunder shall conflict with any provision of the Base Indenture, the provisions of this
Second Supplemental Indenture or the Note, as applicable, shall govern. 







 Section 102.     Definitions. 

For all purposes of this Second Supplemental Indenture and the Notes, except as otherwise expressly provided or unless the subject matter
or context otherwise requires: 
 (a) any reference to an “Article” or a “Section” refers to an Article or
Section, as the case may be, of this Second Supplemental Indenture; 
 (b) the words “herein”, “hereof” and
“hereunder” and other words of similar import refer to this Second Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision; 
 (c) all terms used in this Second Supplemental Indenture and not defined herein have the meanings assigned to them in the Base Indenture; 

(d) the term “Securities” as defined in the Base Indenture and as used therein (including in any definition therein), shall be
deemed to include or refer to, as applicable, the Notes; 
 (e) the following terms have the meanings given to them in this
Section 102(e). 
 “Applicable Procedures” means, with respect to any transfer or transaction involving a Global
Note or beneficial interest therein, the rules and procedures of the Depositary, Euroclear and Clearstream for such Global Note, in each case to the extent applicable to such transaction and as in effect from time to time. 

“Global Note” means a Note that evidences all or part of the Notes and is authenticated and delivered to, and registered in
the name of, the Depositary for such Notes or a nominee thereof. 
 “Interest Payment Date” means each
January 16 and July 16 of each year, commencing on January 16, 2013. 
 “Permitted Holder” means, at
any time, any Person who, at such time, is the Holder of at least U.S.$5,000,000 in aggregate principal amount of Notes. 

“Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same
debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 305 of the Base Indenture in exchange for or in lieu of a mutilated, destroyed, lost or stolen Note
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note. 

  
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 ARTICLE TWO 
 GENERAL TERMS AND CONDITIONS OF THE NOTES 
 Section 201.
    Designation, Principal Amount and Interest Rate. 
 (a) There is hereby authorized and
established a series of Securities designated the “3.125% Senior Notes due 2022”, initially in an aggregate principal amount of U.S$1,250,000,000 (which amount does not include Notes authenticated and delivered upon registration of
transfer of, in exchange for, or in lieu of, other Securities of such series pursuant to Sections 304, 305, 306, 906 or 1105 of the Base Indenture), which amount shall be specified in the Company Order for the authentication and delivery of Notes
pursuant to Section 303 of the Base Indenture. The principal of the Notes shall be due and payable at their Stated Maturity. 
 (b) The Company may, from time to time and without the consent of the Holders, issue additional notes on terms and conditions identical to those of the Notes (except for issue date, issue price and the
date from which interest shall accrue and, if applicable, first be paid), which additional notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 

(c) The Stated Maturity of the Notes shall be July 16, 2022. The Notes shall bear interest at the rate of 3.125% per annum
from July 16, 2012 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on January 16 and July 16, commencing on January 16,
2013, until the principal thereof is paid or made available for payment on or prior to the Stated Maturity of the Notes; provided, however, that any amount of interest on any Note which is overdue shall bear interest (to the extent that
payment thereof shall be legally enforceable) at the rate per annum then borne by such Note from the date such amount is due to the day it is paid or made available for payment, and such overdue interest shall be paid as provided in Section 306
of the Base Indenture. 
 Section 202.     Denominations. 

The Notes shall be issued only in denominations U.S.$200,000 and multiples of U.S.$1,000 in excess thereof. 

Section 203.     Computation of Interest. 
 Interest on the Notes shall be calculated using a 360-day year consisting of twelve 30-day months. 

Section 204.     Forms Generally. 
 The Notes shall be in substantially the forms set forth in this Section 204, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this
Second Supplemental Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently
herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof; provided that if any Notes are issued in certificated and not global form, such Notes shall be in substantially the form set forth in this
Section 204, but shall not contain the legends relating to Global Notes or the “Schedule of Increases or Decreases in Global Note.” 

  
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 Upon their original issuance, the Notes shall be issued in the form of one or more Global
Notes in definitive, fully registered form, without coupons, substantially in the form set forth in this Section 204. Such Global Notes shall be registered in the name of the Depositary, or its nominee, and deposited with the Trustee, at its
Corporate Trust Office, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate amount of any Global Notes may from time to time be increased or decreased by adjustments
made on the records of the Depositary. 
 (a) Form of Face of Note. 

[INCLUDE IF NOTE IS A GLOBAL NOTE—THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO,
AS SUPPLEMENTED BY THE SECOND SUPPLEMENTAL INDENTURE HEREINAFTER REFERRED TO, AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY AMÉRICA MÓVIL, S.A.B. DE C.V., THE TRUSTEE AND ANY
AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.] 
 [INCLUDE IF NOTE IS A GLOBAL NOTE AND THE DEPOSITARY IS
THE DEPOSITORY TRUST COMPANY— UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO AMÉRICA MÓVIL, S.A.B. DE C.V. OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR REGISTERED NOTES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, AS SUPPLEMENTED BY THIS SECOND SUPPLEMENTAL INDENTURE, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.] 

  
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 AMÉRICA MÓVIL, S.A.B. DE C.V. 

3.125% Senior Notes due 2022 
 CUSIP Number: 02364WBD6/ ISIN Number: US02364WBD65 
 No.
                                         
                                         
                                         
                                     U.S.$ 

América Móvil, S.A.B. de C.V. (the “Company,” which term includes any successor Person under the Indenture
hereinafter referred to), a sociedad anónima bursátil de capital variable organized and existing under the laws of the United Mexican States (“Mexico”), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of Dollars, as revised by the Schedule of Increases and Decreases in Global Note attached hereto on July 16, 2022 (unless earlier redeemed, in which case, on the applicable Redemption Date) and
to pay interest thereon from July 16, 2012 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, semi-annually in arrears on January 16 and July 16, commencing on
January 16, 2013 at the rate of 3.125% per annum, until the principal hereof is paid or made available for payment; provided that any principal of, and any premium and interest on, this Note which is overdue shall bear interest (to
the extent that payment thereof shall be legally enforceable) at the rate per annum then borne by this Note from the date such amount is due to but not including the day it is paid or made available for payment, and such overdue interest shall be
paid as provided in Section 306 of the Base Indenture. 
 Interest on the Notes shall be computed on the basis of a
360-day year of twelve 30-day months. 
 The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date shall, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be January 1 and
July 1 of each year (whether or not a Business Day) preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of this Note not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which this
Note may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. 

Payment of the principal of and premium, if any, and interest on this Note shall be made at the office of the Trustee or agency of the
Company in the Borough of Manhattan, The City of New York, New York maintained for such purpose and at any other office or agency maintained by the Company for such purpose, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts against surrender of this Note in the case of any payment due at the Maturity of the principal thereof; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and provided, further, that all payments of the principal of and interest on this Note, the Permitted Holders of
which have given wire transfer instructions to the Trustee in writing, the Company, or its agent at least 10 Business Days prior to the applicable payment date, shall be required to be made by wire transfer of immediately available funds to the
accounts 

  
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specified by such Permitted Holders in such instructions. [If the Note is a Global Note, then insert—Notwithstanding the foregoing, payment of any amount payable in respect of a
Global Note shall be made in accordance with the Applicable Procedures of the Depositary.] 
 Reference is hereby made to the
further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose. 
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 Dated: 
  

			
	 AMÉRICA MÓVIL, S.A.B. DE C.V.

		
	 By:
	 	  

		 	Name:
		 	Title:
		
	 By:
	 	  

		 	Name:
		 	Title:


 This is one of the Notes referred to in the within-mentioned Indenture. 

Dated: 
  

			
	 THE BANK OF NEW YORK MELLON,

		 	as Trustee
		
	 By:
	 	  

		 	Authorized Officer


 (b) Form of Reverse of Note. 

This Note is one of a duly authorized issue of securities of the Company (the “Notes”), issued under an Indenture, dated as of
June 28, 2012 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), Security Registrar, Paying Agent and
Transfer Agent, as supplemented by the Second Supplemental Indenture dated as of July 16, 2012 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the
Trustee, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company the Trustee and the Holders of the Notes and of the terms upon which the Notes
are, and are to be, authenticated and delivered. The terms, conditions and provisions of 

  
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this Note are those stated in the Indenture (including those made a part of the Indenture by reference to the Trust Indenture Act) and those set forth in this Note. This Note is one of the series
designated on the face hereof. 
 Additional notes on terms and conditions identical to those of this Note (except for issue
date, issue price and the date from which interest shall accrue and, if applicable, first be paid) may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the
aggregate principal amount of, and shall be consolidated and form a single series with, the Notes, in which case the Schedule of Increases and Decreases in Global Note attached hereto will be correspondingly adjusted. 

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day, then
(notwithstanding any other provision of the Indenture or of the Notes) payment of principal and premium, if any, or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made
on the Interest Payment Date, Redemption Date or at the Stated Maturity, as the case may be; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be. 
 In the event of redemption of this Note in part only, a new Note or Notes of this series and of like tenor for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. 
 If an Event of
Default with respect to Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 

All payments of principal, premium, if any, and interest in respect of the Notes shall be made after withholding or deduction for any
present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Mexico or any authority therein or thereof having power to tax (“Mexican Taxes”).
In the event of any withholding or deduction for any Mexican Taxes, the Company shall pay such additional amounts (“Additional Amounts”) as will result in receipt by the Holders of Notes on the respective due dates of such amounts as would
have been received by them had no such withholding or deduction (including for any Mexican Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note
to the extent: 
 (i) that any such taxes, duties, assessments or other governmental charges are imposed solely
because of (A) a connection between the Holder and Mexico other than the ownership or holding of such Note and the mere receipt of payments with respect to such Note or (B) failure by the Holder or any other Person to comply with any
certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Mexico of the Holder or any beneficial owner of such Note if compliance is required by law, regulation or by an
applicable income tax treaty to which Mexico is a party, as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and we have given the Holders at least 30 days’ notice prior to the
first payment date with respect to which such certification, identification or reporting requirement is required to the effect that Holders will be required to provide such information and identification; 

  
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 (ii) of any such taxes, duties, assessments or other governmental charges
with respect to such Note presented for payment more than 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof given to Holders, whichever occurs later,
except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on presenting such Note for payment on any date during such 15-day period; 

(iii) of estate, inheritance, gift or other similar taxes, assessments or other governmental charge imposed with respect
to such Note; 
 (iv) of any tax, duty, assessment or other governmental charge payable otherwise than by
deduction or withholding from payments on such Note; 
 (v) of any payment on such Note to a Holder who is a
fiduciary or partnership or a person other than the sole beneficial owner of any such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would
not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder of such Note; 
 (vi) of any tax, duty, assessment or other governmental charge imposed on a payment to an individual and required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings
income or any other directive implementing the conclusions of the ECOFIN Council meetings of November 26 and 27, 2000, December 13, 2001, and January 21, 2003, or any law or agreement implementing or complying with, or introduced
in order to conform to, such a directive; and 
 (vii) any combination of the items in Clauses (i) through
(vi) above. 
 For purposes of the provisions described in Clause (i) above, the term “Holder” of any Note
means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner’s interest in such Note. Notwithstanding the foregoing, the limitations on the Company’s obligation to pay Additional Amounts set forth in
Clause (i)(B) above shall not apply if (a) the provision of information, documentation or other evidence described in such Clause (i)(B) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a
Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Mexican law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including
the United States - Mexico Income Tax Treaty), regulations (including proposed regulations) and administrative practice or (b) Rule I.3.17.11 (or any successor provision) is in effect, unless the provision of the information, documentation or
other evidence described in such Clause (i)(B) is expressly required by statute, regulation, rule or administrative practice in order to apply Rule I.3.17.11 (or any successor provision) and the Company cannot obtain such information, documentation
or other evidence on its own through reasonable diligence and the Company otherwise would meet the requirements for application of Rule I.3.17.11 (or any successor provision) . In addition, such Clause (i)(B) shall not be construed to require that a
non-Mexican pension or retirement fund or a non-Mexican financial institution or any other Person register with the Ministry of Finance and Public Credit for the purpose of establishing eligibility for an exemption from or reduction of Mexican
withholding tax. 
 The Company shall provide the Trustee with the constancia or other relevant documentation, if any
(which may consist of certified copies of such documentation), satisfactory to the 

  
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Trustee evidencing the payment of Mexican Taxes in respect of which the Company has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes
or any Paying Agent, as applicable, upon request therefor. 
 The Company shall pay all stamp, issue, registration, documentary
or other similar duties, if any, which may be imposed by Mexico or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the
Notes. 
 All references herein and in the Indenture to principal, premium, if any, interest or any other amount payable in
respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal, premium, interest or other amount payable, unless the context otherwise requires, and express mention of the payment of Additional
Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. 
 In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the
appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such
Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the
Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 

All references herein and in the Indenture to principal in respect of any Note shall be deemed to mean and include any Redemption Price
payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such
Redemption Price), and all such references to principal, premium, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 1009 of the Base Indenture. 

The Company may, at its option, redeem the Notes upon not less than 30 nor more than 60 days’ notice, at any time and, only in the
case of clause (ii) below, from time to time: 
 (i) in whole but not in part at a Redemption Price equal to
the sum of (A) 100% of the principal amount of the Notes being redeemed, (B) accrued and unpaid interest thereon to the Redemption Date and (C) any Additional Amounts which would otherwise be payable thereon up to but not including
the Redemption Date, solely if, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of Mexico or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or
change in an official interpretation or application of such laws, rules or regulations, which amendment to or change in such laws, rules or regulations becomes effective on or after July 16, 2012, the Company would be obligated, after making
reasonable endeavors to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican Taxes at the
rate of 4.9%; provided, however, that (1) no notice of redemption pursuant to this clause (i) may be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts
if a payment on the Notes were then due and (2) at the time such notice of redemption is given, the Company’s obligation to pay such Additional Amounts remains in effect; and 

  
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 (ii) in whole or in part, at a Redemption Price equal to the greater of
(1) 100% of the outstanding principal amount of the Notes being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the Redemption Date)
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus, in the case of (1) and (2), accrued and unpaid interest on the principal
amount of such Notes to but not including the Redemption Date. 
 For purposes of clause (ii) above, the following terms
shall have the specified meanings: 
 “Treasury Rate” means, with respect to any Redemption Date, the rate per annum
equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for such Redemption Date. 
 “Comparable Treasury Issue” means the United States
Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes. 
 “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company. 
 “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 

“Reference Treasury Dealer” means each of Goldman, Sachs & Co. and Morgan Stanley & Co. LLC or their
respective Affiliates which are primary United States government securities dealers and two other leading primary United States government securities dealers in New York City reasonably designated by the Company; provided, however, that if
any of the foregoing shall cease to be a primary United States government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer. 

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New
York time on the third Business Day preceding such Redemption Date. 
 The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and obligations of the Company, on the one hand, and the rights of the Holders of the Notes, on the other hand, at any time by the Company and the Trustee with the


  
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consent of the Holders of a majority in principal amount of the Notes at the time Outstanding. The Indenture also contains provisions (1) permitting the Holders of a majority in principal
amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and (2) permitting the Holders of a majority in principal amount of the Notes at the
time Outstanding, on behalf of the Holders of all Notes, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 

As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to
the Notes, the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or premium, if any,
and/or interest hereon on or after the respective due dates expressed herein. 
 No reference herein to the Indenture and no
provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the times, place and rate, and in the coin
or currency, herein prescribed. 
 As provided in the Indenture, and subject to certain limitations therein set forth
(including, without limitation, the restrictions on transfer under Section 304 of the Indenture), the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office of the
Trustee or agency of the Company in any place where the principal of and any premium and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, shall be issued
to the designated transferee or transferees. 
 The Notes are issuable only in registered form without coupons in denominations
of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. As provided in the Indenture, and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a
different authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for any
such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

  
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 Prior to due presentment of this Note for registration of transfer, the Company, the
Trustee and any agent of the Company or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary. 
 [If the Note is a Global Note, then insert — This Note is a Global
Note and is subject to the provisions of the Indenture relating to Global Notes, including the limitations on transfers and exchanges of Global Notes in Section 304 of the Indenture.] 

This Note and the Indenture shall be governed by, and construed in accordance with, the law of the State of New York. 

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

 
  

ABBREVIATIONS 

The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out
in full according to applicable laws or regulations: 
  

							
	TEN COM -	 	as tenants in common	  	UNIF GIFT MIN ACT—	  	  
 (Cust)

	TEN ENT -	 	as tenants by the entireties	  	 Custodian _____________ under Uniform
                         (Minor)

	JT TEN -	 	as joint tenants with right of survivorship and not as tenants in common	  	Gifts to Minors Act	  	  
 (State)


 Additional abbreviations may also be used 

though not in the above list. 
  

 
 SCHEDULE OF
INCREASES OR DECREASES IN GLOBAL NOTE 
 The following increases or decreases in this Global Note have been made:

  

									
	 Date of
 Transfer
or
 Exchange
	 	 Amount of decrease
 in Principal
 Amount of this
 Global Note
	  	 Amount of increase
 in Principal
 Amount of this
 Global Note
	  	 Principal Amount
 of this Global Note
following such
decrease or increase
	  	 Signature of
 authorized
 signatory of Trustee
 or Note Custodian



  
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 Section 205.     Form of Trustee’s Certificate of Authentication 

The Trustee’s certificate of authentication shall be in substantially the following form: 

This is one of the Notes referred to in the within-mentioned Indenture. 
 Dated: 
  

			
	 THE BANK OF NEW YORK MELLON,

	         as Trustee

		
	 By:
	 	  

		 	Authorized Officer


 Section 206.     Reserved 
 Section 207.     Maintenance of Office or Agency 
 In
the case of any Notes that are not in the form of a Global Note, the Company shall maintain in the Borough of Manhattan, The City of New York, New York an office or agency, in each case, in accordance with Section 1002 of the Base Indenture.

 Section 208.     New York Stock Exchange Listing 

The Company shall apply to list the Notes on the New York Stock Exchange; provided, however, that the Company will not be required
to maintain such admission to listing, if obtained. 
 ARTICLE THREE 

MISCELLANEOUS PROVISIONS 

Section 301.     Consent to Service; Jurisdiction 
 Each party hereto agrees that any legal suit, action or proceeding arising out of or relating to this Second Supplemental Indenture, the Base Indenture, or the Notes may be instituted in any federal or
state court in the Borough of Manhattan, The City of New York, New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or
hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on
account of place of residence or domicile, and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Company hereby designates and appoints CT Corporation System, 111 Eighth Avenue,


  
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13th Floor, New York, New York 10011, as its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Second Supplemental
Indenture or the Notes which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agrees that service of process upon such agent shall be deemed in every respect effective service of
process upon the Company in any such suit, action or proceeding and further designates its domicile, the domicile of CT Corporation System specified above and any domicile CT Corporation System may have in the future as its domicile to receive any
notice hereunder (including service of process). If for any reason CT Corporation System (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, the Company will promptly appoint a successor
agent for this purpose reasonably acceptable to the Trustee. The Company agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect. 

Section 302.     Governing Law; Waiver of Jury Trial 
 (a) THIS SECOND SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

(b) EACH OF THE PARTIES HERETO (EXCEPT, FOR THE AVOIDANCE OF DOUBT, THE HOLDERS OF THE NOTES) HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE BASE INDENTURE, THIS SECOND SUPPLEMENTAL INDENTURE, THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 
 Section 303.     Separability of Invalid Provisions 

In case any one or more of the provisions contained in this Second Supplemental Indenture should be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect any other provisions contained in this Second Supplemental Indenture, and to the extent and only to the extent that any such provision is invalid, illegal or
unenforceable, this Second Supplemental Indenture shall be construed as if such provision had never been contained herein. 
 Section 304.
    Execution in Counterparts 
 This Second Supplemental Indenture may be simultaneously executed
and delivered in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. 

Section 305.     Certain Matters 
 (a) The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained
herein, all of which are made solely by the Company. 

  
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 (b) In the performance of its obligations hereunder, the Trustee shall be
provided with any rights, benefits, protections, indemnities and immunities afforded to it pursuant to the Base Indenture. 

[Signature page follows] 

  
 15 









 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed on their respective behalves, all as of the day and year first written above. 
  

			
	 AMÉRICA MÓVIL, S.A.B. DE C.V.,

	         as Issuer

		
	 By:
	 	 /s/ Carlos José García Moreno Elizondo

		 	Name: Carlos José García Moreno Elizondo
		 	Title:   Chief Financial Officer
		
	 By:
	 	 /s/ Alejandro Cantú Jiménez

		 	Name: Alejandro Cantú Jiménez
		 	Title:   General Counsel
	
	 THE BANK OF NEW YORK MELLON,

	        as Trustee, Security Registrar, Paying Agent and         Transfer
Agent
		
	 By:
	 	 /s/ Erika Walker

		 	Name: Erika Walker
		 	Title:   Vice President



  
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