**Exhibit 4.5**

 

**FOURTH AMENDMENT TO**

**MANAGEMENTSERVICES AGREEMENT**

 

**Between**

 

**SBC INTERNATIONAL MANAGEMENT SERVICES, INC.**

 

A corporation duly organized under the laws of the State of Delaware, United States ofAmerica, with headquarters in Wilmington, Delaware, USA, hereinafter “SBCI-MSI”, with Permanent Establishment in Mexico. Establishment in the terms provided in the Income Tax Law with address at Parque Via 190-12th floor, ColoniaCuauhtémoc 06599 Mexico, D. F. 

 

and 

 

**TELEFONOS DE MEXICO, S.A. DE C.V.**

 

A corporation duly organized under the laws of the United Mexican States, with its principalplace of business in Mexico City, D.F., hereinafter “TELMEX”. 

 

This FOURTH AMENDMENT TO MANAGEMENT SERVICES AGREEEMENT, is made as of January 31, 2005 (this “Amendment”), between SBC INTERNATIONAL MANAGEMENT SERVICES, INC., a corporation duly organized under the laws of the State of Delaware,United States of America, with headquarters in Wilmington, Delaware, USA, with Permanent Establishment in the United Mexican States under the Income Tax Law with address at Parque Via 190-12th floor, Colonia Cauahtémoc 06599 Mexico, D. F. (hereinafter “SBCI-MSI”) and TELEFONOS DE MEXICO, S.A. DE C.V., a corporation duly organizedunder the laws of the United Mexican States, with its principal place of business in Mexico City, D.F. (hereinafter “TELMEX”). 

 

WHEREAS, SBCI-MSI and TELMEX entered into that certain Management Services Agreement dated January 2, 2001, as amended by that certain First Amendment toManagement Services Agreement dated as of March 1, 2002, that Second Amendment to Management Services Agreement dated as of January 1, 2003, and that Third Amendment to Management Services Agreement dated as of November 6, 2003 (as amended, the“MSA”); and 

 

WHEREAS, SBCI-MSI and TELMEX desire toamend the MSA as provided herein, 

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter setforth, the parties hereto hereby agree as follows: 

 

SECTION 1.In accordance with the terms of Clause FOURTH of the MSA, TELMEX shall pay SBCl-MSI NINE MILLION US DOLLARS (US$9,000,000.00) plus value added tax for the fifth year of the initial term of the MSA in compensation for services rendered by SBCI-MSIthereunder. TELMEX shall make this Nine Million US Dollar (US$9,000,000.00) payment to SBCI-MSI plus value added tax in a one-time payment on February 28, 2005 through wire transfer of immediately available funds payable in United States Dollars toa bank account designated by SBCI-MSI. Six months prior to the expiration of the MSA (which expiration is currently December 31, 2005 under Clause Six of the MSA) the parties shall begin consultations and use best efforts to agree on furtherservices and the compensation to be paid SBCI-MSI for such services. 

 

SECTION 2. This Amendment and the MSA hereby are each confirmed as being in full force and effect. 

 

SECTION 3. This Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which whenexecuted shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 

 

SECTION 4. For interpretation and fulfillment of this Amendment, the parties expressly agree to submit to the laws of the territory and courts of MexicoCity, D.F., waiving the application of any other law or jurisdiction of any court that might have jurisdiction over them by reason of their current or future address. 

 

This agreement is entered in Mexico City, Federal District on the date first set forth above. 

 
SBC INTERNATIONAL  TELEFONOS DE MEXICO,MANAGEMENT SERVICES INC.  S.A. DE CV.
/s/ Rick Resnick
  
/s/ Ing. Jaime Chico Pardo
By: Rick Resnick  BY: Ing. Jaime Chico PardoPresident SBCI – Mexico  Director General
 

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