EXECUTION VERSION




 


MAXCOM
TELECOMUNICACIONES, S.A.B. DE C.V.,


 


THE
GUARANTORS NAMED HEREIN,


 


DEUTSCHE
BANK TRUST COMPANY AMERICAS,


 


as
Trustee and Collateral agent


 


AND


 


Deutsche
Bank Luxembourg S.A.,


 


as
Luxembourg sub-paying agent and transfer agent


 







 



 


INDENTURE


 


Dated
as of OCTOBER 11, 2013


 





 



 




STEP-UP
SENIOR NOTES DUE 2020


 




    	 



    	 



    

 


CROSS-REFERENCE TABLE*


 


	
        Trust Indenture

        Act Section
	 	
        Indenture

        Section

	310(a)(1)	 	7.10
	(a)(2)	 	7.10
	(a)(3)	 	N.A.
	(a)(4)	 	N.A.
	(a)(5)	 	7.10
	(b)	 	7.03; 7.10
	(c)	 	N.A.
	311(a)	 	7.11
	(b)	 	7.11
	(c)	 	N.A.
	312(a)	 	2.06
	(b)	 	13.04
	(c)	 	13.04
	313(a)	 	7.06
	(b)(1)	 	N.A.
	(b)(2)	 	7.06 7.07
	(c)	 	7.06; 12.02
	(d)	 	7.06
	314(a)	 	4.03; 12.01; 13.06
	(b)	 	N.A.
	(c)(1)	 	13.05
	(c)(2)	 	13.05
	(c)(3)	 	N.A.
	(d)	 	N.A.
	(e)	 	13.06
	(f)	 	N.A.
	315(a)	 	7.01
	(b)	 	7.05; 12.02
	(c)	 	7.01
	(d)	 	7.01
	(e)	 	6.11
	316(a) (last sentence)	2.10
	(a)(1)(A)	 	6.05
	(a)(1)(B)	 	6.04
	(a)(2)	 	N.A.
	(b)	 	6.07
	(c)	 	2.13
	317(a)(1)	 	6.08
	(a)(2)	 	6.09
	(b)	 	2.05
	318(a)	 	13.02
	(b)	 	N.A.
	(c)	 	13.02


N.A. means not applicable.


 


* This Cross Reference Table is not part
of the Indenture.


 




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TABLE OF CONTENTS


 


	 	 	Page
	Article I
	Definitions and Incorporation by Reference
	1.01.	Definitions	1
	1.02.	Incorporation by Reference of Trust Indenture Act	26
	1.03.	Rules of Construction	26
	Article II
	The Notes
	2.01.	Form and Dating	27
	2.02.	Execution and Authentication	27
	2.03.	Registrar and Paying Agent	28
	2.04.	Luxembourg Listing Agent, Sub-Paying Agent and Transfer Agent	28
	2.05.	Paying Agent to Hold Money in Trust	28
	2.06.	Holder Lists	28
	2.07.	Transfer and Exchange	29
	2.08.	Replacement Notes	33
	2.09.	Outstanding Notes	33
	2.10.	Treasury Notes	34
	2.11.	Temporary Notes	34
	2.12.	Cancellation	34
	2.13.	Defaulted Interest	34
	2.14.	CUSIP Numbers	35
	2.15.	Ranking; Security for and Parity of Notes	35
	2.16.	Additional Notes	35
	Article III
	Redemption and Prepayment
	3.01.	Notices to Trustee	35
	3.02.	Selection of Notes to Be Redeemed or Purchased	36
	3.03.	Notice of Redemption	36
	3.04.	Effect of Notice of Redemption	37
	3.05.	Deposit of Redemption or Purchase Price	37
	3.06.	Notes Redeemed or Purchased in Part	37
	3.07.	Optional Redemption	37
	3.08.	Mandatory Redemption	38
	3.09.	Offer to Purchase by Application of Excess Proceeds	39
	3.10.	Redemption for Changes in Withholding Tax	40


 




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TABLE OF CONTENTS

(continued)


 


	 	 	Page
	Article IV
	Covenants
	4.01.	Payment of Notes	41
	4.02.	Maintenance of Office or Agency	42
	4.03.	Reports	42
	4.04.	Compliance Certificate	43
	4.05.	Taxes	44
	4.06.	Stay, Extension and Usury Laws	44
	4.07.	Restricted Payments	44
	4.08.	Dividend and Other Payment Restrictions Affecting Subsidiaries	47
	4.09.	Incurrence of Indebtedness and Issuance of Preferred Stock	49
	4.10.	Asset Sales	52
	4.11.	Transactions with Affiliates	56
	4.12.	Liens	57
	4.13.	Business Activities	57
	4.14.	Corporate Existence	57
	4.15.	Offer to Repurchase Upon Change of Control	58
	4.16.	Additional Note Guarantees; Additional Security	59
	4.17.	Designation of Restricted and Unrestricted Subsidiaries	60
	4.18.	Listing	61
	4.19.	Withholding Taxes	61
	4.20.	Sale and Leaseback Transactions	64
	4.21.	Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries	64
	4.22.	No Impairment of Security Interests	65
	4.23.	Limitation on Intercompany Indebtedness	65
	4.24.	Excess Capital Contribution Offer	66
	Article V
	Successors
	5.01.	Merger, Consolidation, or Sale of Assets	67
	5.02.	Successor Corporation Substituted	68
	Article VI
	Defaults and Remedies
	6.01.	Events of Default	68
	6.02.	Acceleration	70


 




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TABLE OF CONTENTS

(continued)


 


	 	 	Page
	6.03.	Other Remedies	70
	6.04.	Waiver of Defaults	71
	6.05.	Control by Majority	71
	6.06.	Limitation on Suits	71
	6.07.	Rights of Holders of Notes to Receive Payment	71
	6.08.	Collection Suit by Trustee	72
	6.09.	Trustee May File Proofs of Claim	72
	6.10.	Priorities	72
	6.11.	Undertaking for Costs	73
	Article VII
	Trustee
	7.01.	Duties of Trustee	73
	7.02.	Rights of Trustee	74
	7.03.	Individual Rights of Trustee	76
	7.04.	Trustee’s Disclaimer	76
	7.05.	Notice of Defaults	76
	7.06.	Reports by Trustee to Holders of the Notes	76
	7.07.	Compensation and Indemnity	76
	7.08.	Replacement of Trustee	77
	7.09.	Successor Trustee by Merger, Etc	78
	7.10.	Eligibility; Disqualification	78
	7.11.	Preferential Collection of Claims Against Company	79
	Article VIII
	Legal Defeasance and Covenant Defeasance
	8.01.	Option to Effect Legal Defeasance or Covenant Defeasance	79
	8.02.	Legal Defeasance and Discharge	79
	8.03.	Covenant Defeasance	80
	8.04.	Conditions to Legal or Covenant Defeasance	80
	8.05.	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	82
	8.06.	Repayment to Company	82
	8.07.	Reinstatement	82
	Article IX
	Amendment, Supplement and Waiver
	9.01.	Without Consent of Holders of Notes	83


 




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TABLE OF CONTENTS

(continued)


 


	 	 	Page
	9.02.	With Consent of Holders of Notes	84
	9.03.	Revocation and Effect of Consents	85
	9.04.	Notation on or Exchange of Notes	86
	9.05.	Trustee and Collateral Agent to Sign Amendments, Etc	86
	9.06.	Compliance with Trust Indenture Act	86
	Article X
	Collateral Arrangements
	10.01.	Security	87
	10.02.	Use of the Collateral	88
	10.03.	Determinations Relating to Collateral	88
	10.04.	Suits to Protect the Collateral	88
	10.05.	Termination and Reinstatement of the Collateral	89
	10.06.	Enforcement and Disposition of Collateral	89
	10.07.	Collateral Documents	90
	10.08.	Collateral Agent	90
	10.09.	Release of Liens in Respect of the Notes	91
	10.10.	Relative Rights	91
	10.11.	Perfection Opinion	91
	Article XI
	Note Guarantees
	11.01.	Guarantee	92
	11.02.	Limitation on Guarantor Liability	93
	11.03.	Execution and Delivery of Note Guarantee	93
	11.04.	Guarantors May Consolidate, Etc., on Certain Terms	94
	11.05.	Releases	95
	Article XII
	Satisfaction and Discharge
	12.01.	Satisfaction and Discharge	95
	12.02.	Application of Trust Money	96
	Article XIII
	Miscellaneous
	13.01.	Currency Indemnity	97
	13.02.	Trust Indenture Act Controls	97
	13.03.	Notices	97
	13.04.	Communication by Holders of Notes With Other Holders of Notes	99


 




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TABLE OF CONTENTS

(continued)


 


	 	 	Page
	13.05.	Certificate and Opinion as to Conditions Precedent	99
	13.06.	Statements Required in Certificate or Opinion	99
	13.07.	Rules by Trustee and Agents	100
	13.08.	No Personal Liability of Directors, Officers, Employees and Stockholders	100
	13.09.	Governing Law	100
	13.10.	Consent to Jurisdiction and Service	100
	13.11.	No Adverse Interpretation of Other Agreements	101
	13.12.	Successors	101
	13.13.	Severability	101
	13.14.	Counterpart Originals	101
	13.15.	Table of Contents, Headings, Etc	101
	13.16.	Luxembourg Law Provision	101
	13.17.	USA PATRIOT Act	101
	13.18.	Force Majeure	101


EXHIBITS


 


	Exhibit A	 	FORM OF NOTE
	Exhibit B	 	FORM OF NOTATION OF GUARANTEE
	Exhibit C	 	FORM OF SUPPLEMENTAL INDENTURE
	Exhibit D	 	FORM OF INTERCOMPANY SUBORDINATION AND CREDIT AGREEMENT
	Exhibit E	 	FORM OF INTERCOMPANY TRUST AGREEMENT
	Exhibit F	 	FORM OF MORTGAGE AGREEMENT


 




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INDENTURE dated as of October 11, 2013 among
Maxcom Telecomunicaciones, S.A.B. de C.V., a sociedad anónima bursátil organized under the laws of Mexico,
the Guarantors (as defined herein), Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee, transfer
agent, paying agent and registrar (the “Trustee”) and Collateral Agent, and Deutsche Bank Luxembourg S.A., as
Luxembourg sub-paying agent and transfer agent.


 


Each of the parties hereto agrees as follows
for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Step-Up Senior Notes
due 2020 (the “Notes”):


 


Article
I


 


Definitions and Incorporation by Reference


 


1.01.         Definitions.


 


“Acquired Debt” means,
with respect to any specified Person:


 


(a)          Indebtedness
of any other Person existing at the time such other Person is merged with or into or becomes a Subsidiary of such specified Person,
whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into,
or becoming a Restricted Subsidiary of, such specified Person; and


 


(b)          Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person.


 


“Additional Amounts”
has the meaning set forth in Section 4.19 hereof.


 


“Additional Notes” means
additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Section 2.02 hereof, as part of
the same series as the Initial Notes. The Notes and the Additional Notes, if any, shall be treated as a single class for all purposes
of this Indenture, including, without limitation Article IX hereof.


 


“Affiliate” of
any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person,
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms
“controlling,” “controlled by” and “under common control with” have correlative meanings.


 


“Affiliate Transaction”
has the meaning set forth in Section 4.11 hereof.


 


“Agent” means
any Registrar, co-registrar, Paying Agent or additional paying agent and shall include Deutsche Bank Luxembourg S.A., as Luxembourg
sub-paying agent and transfer agent.


 




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“Applicable Premium”
means, with respect to any Note on any Redemption Date, the greater of:


 


(a)          1.0%
of the principal amount of the Note; or


 


(b)          the
excess of:


 


(i)          the
present value at such Redemption Date of (i) the redemption price of the Note on June 15, 2017 (such redemption price being set
forth in the table appearing in Section 3.07(c)), plus (ii) all required interest payments due on the Note through June 15, 2017
(excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of
such Redemption Date plus 50 basis points; over


 


(ii)         the
principal amount of the Note.


 


“Asset Sale” means:


 


(a)          the
sale, lease, conveyance or other disposition (including a Sale and Leaseback Transaction) of any assets or rights; provided
that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole will be governed by Sections 4.15 and 5.01 of this Indenture and not by Section 4.10; and


 


(b)          the
issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its
Subsidiaries.


 


Notwithstanding the preceding, none of the
following items will be deemed to be an Asset Sale:


 


(1)         any
single transaction or series of related transactions that involves assets having a Fair Market Value at the time of such transaction
of less than U.S.$5,000,000;


 


(2)         a
transfer of assets by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Wholly-Owned Restricted
Subsidiary;


 


(3)         an
issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company;


 


(4)         the
sale or lease of products, services or accounts receivable in the ordinary course of business and any sale or other disposition
of damaged, worn-out or obsolete assets in the ordinary course of business;


 


(5)         for
purposes of Sections 3.09 and 4.10, the sale or other disposition of cash or Cash Equivalents;


 


(6)         for
purposes of Sections 3.09 and 4.10, a Restricted Payment that does not violate Section 4.07 of this Indenture or a Permitted Investment;


 




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(7)         the
sale or discount of accounts receivable, but only in connection with the compromise or collection thereof, or the disposition of
assets in connection with a foreclosure or transfer in lieu of a foreclosure or other exercise of remedial action;


 


(8)         any
exchange of like property similar to (but not limited to) those allowable under Section 1031 of the Internal Revenue Code; or


 


(9)         grants
of licenses to use the Company’s or any Restricted Subsidiary’s trade secrets, know-how and other technology or intellectual
property in the ordinary course of business to the extent that such license does not prohibit the licensor from using the patent,
trade secret, know-how or technology.


 


“Asset Sale Offer” has
the meaning set forth in Section 3.09 hereof.


 


“Attributable Debt” means,
in respect of a Sale and Leaseback Transaction, the present value of the total obligations of the lessee for rental payments during
the remaining term of the lease in the Sale and Leaseback Transaction. Such present value shall be calculated using a discount
rate equal to the rate of interest implicit in such transaction, determined in accordance with IFRS; provided, however,
that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby
will be determined in accordance with the definition of “Capital Lease Obligation”.


 


“Authentication Order”
has the meaning set forth in Section 2.02 hereof.


 


“Authorized Agent”
has the meaning set forth in Section 13.10 hereof.


 


“Bankruptcy Law” means
Title 11, U.S. Code, the “Ley de Concursos Mercantiles” of Mexico or any similar federal or state law
for the relief of debtors.


 


“Beneficial Owner” has
the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person”
will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion
or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.
The terms “beneficially own” and “beneficially owned” have a corresponding meaning.


 


“Board of Directors”
means:


 


(a)          with
respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of
such board;


 


(b)          with
respect to a partnership, the board of directors of the general partner of the partnership;


 


(c)          with
respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof;
and


 




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(d)          with
respect to any other Person, the board or committee of such Person serving a similar function.


 


“Business Day” means
any day other than a Saturday or Sunday, or a day on which commercial banking institutions in The City of New York or Mexico City
or place of payment are authorized or required by law, regulation or executive order to remain closed.


 


“Calculation Date” has
the meaning set forth in the definition of the term “Leverage Ratio”.


 


“Capital Lease Obligation”
means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet prepared in accordance with IFRS, and the Stated Maturity thereof shall
be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease
may be prepaid by the lessee without payment of a penalty.


 


“Capital Stock” means:


 


(a)          in
the case of a corporation, corporate stock;


 


(b)          in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;


 


(c)          in
the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests;
and


 


(d)          any
other interest or participation (however designated) that confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible
into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.


 


“Cash Equivalents” means:


 


(a)          United
States dollars and Mexican pesos;


 


(b)          securities
issued or directly and fully guaranteed or insured by the United States or Mexican government or any agency or instrumentality
of the United States or Mexican government (provided that the full faith and credit of the United States or Mexico is pledged
in support of those securities) having maturities of not more than six months from the date of acquisition;


 


(c)          demand
deposits, time deposits, certificates of deposit or Eurodollar deposits with a maturity of 365 days or less from the date of acquisition
of any financial institution which at the date of acquisition has outstanding indebtedness rated at least “A-” by S&P
or at least A3 by Moody’s (or the equivalent of such rating by such rating organization, or, if no rating of S&P or Moody’s
then exists because neither of the foregoing then rates obligations of the type described in this clause, the equivalent of such
rating by any other United States nationally recognized securities rating agency);


 




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(d)          repurchase
obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) above
entered into with any financial institution meeting the qualifications specified in clause (c) above;


 


(e)          commercial
paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within six months
after the date of acquisition;


 


(f)          Mexican
Peso deposits, with maturities of not more than 12 months from the date of acquisition, in any bank or financial institution incorporated
under the laws of Mexico with total assets exceeding the equivalent of U.S.$350,000,000; provided
that the aggregate principal amount of any such deposits in banks described in this clause shall not exceed the equivalent of U.S.$20,000,000
at any time outstanding;


 


(g)          repurchase
agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by
Mexico and backed by the full faith and credit of Mexico maturing within one year from the date of acquisition, in each case entered
into with any of the Mexican banks specified in the preceding clause (f); and


 


(h)          money
market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (g)
of this definition.


 


“Change of Control”
means the occurrence of any of the following:


 


(a)          the
direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one
or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries
taken as a whole to any Person, if any “person” (as that term is used in Section 13(d) of the Exchange Act) other than
the Permitted Holders is the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of such Person, measured
by voting power rather than number of shares;


 


(b)          the
adoption of a plan relating to the liquidation or dissolution of the Company;


 


(c)          the
consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person”
(as defined above) other than the Permitted Holders becomes the Beneficial Owner, directly or indirectly, of more than 50% of the
Voting Stock of the Company, measured by voting power rather than number of shares; or


 


(d)          the
first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.


 


“Change of Control Offer”
has the meaning set forth in Section 4.15 hereof.


 


“Change of Control Payment”
has the meaning set forth in Section 4.15 hereof.


 


“Change of Control Payment Date”
has the meaning set forth in Section 4.15 hereof.


 


“Change of Tax Law” has
the meaning set forth in Section 3.10(b) hereof.


 




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“Clearstream” means Clearstream
Banking, S.A., and its successors.


 


“Collateral” has
the meaning set forth in Section 10.01 hereof.


 


“Collateral Agent” means
Deutsche Bank Trust Company Americas, until a successor replaces it in accordance with the applicable provisions of this Indenture
and thereafter means the successor serving hereunder.


 


“Collateral Asset Sale”
means any Asset Sale (provided, however, that any exchange of assets under clause (8) of the definition of Asset
Sales shall only be for new assets that immediately thereof constitute Collateral and have been pledged and perfected on a first-priority
basis on the date of exchange) of any Collateral, or a series of related Asset Sales by the Company or any of its Subsidiaries
involving the Collateral, other than (i) the sale for Fair Market Value of machinery, equipment, furniture or implements or other
similar property that may be defective or may have become worn out or obsolete or no longer used or useful in the operations of
the Company or (ii) sales of inventory in the ordinary course of business. A Collateral Asset Sale will not include an Event of
Loss.


 


“Collateral Documents”
means the collateral documents to be executed in connection with the issuance of the Notes and the execution of this Indenture,
including: (i) mortgages on certain assets and properties owned by the Company and its Restricted Subsidiaries, in the form attached
as Exhibit F hereto; (ii) the Intercompany Trust Agreement; (iii) the Intercompany Subordination and Credit Agreement (including
provisions for the subordination of, and a third party beneficiary right (estipulación a favor de tercero) in connection
with, all Intercompany Indebtedness); and (iv) any other documents or ancillary agreements required to implement the Collateral
Documents listed in the foregoing clauses (i), (ii) and (iii), in each case, to be entered into from time to time by the Company
and its Restricted Subsidiaries and the Collateral Agent for the benefit of the Holders from time to time.


 


“Collateral Permitted Liens”
means any of the following:


 


(a)          statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by
law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or
other appropriate provision, if any, as shall be required by IFRS has been made in respect thereof;


 


(b)          Liens
for taxes, assessments or governmental charges or levies on the property of the Company or any Restricted Subsidiary if the same
shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate
proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision that shall be
required in conformity with IFRS shall have been made therefor;


 


(c)          Liens
Incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance
and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent
with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds,
bids, leases, government performance and return-of-money bonds and other similar obligations (exclusive of obligations for the
payment of borrowed money);


 




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(d)          Liens
upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect
of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage
of such inventory or other goods;


 


(e)          Liens
encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the
Company or a Restricted Subsidiary, including rights of offset and set-off;


 


(f)          Liens
existing on the Issue Date created before December 20, 2006;


 


(g)          zoning
restrictions, licenses, easements, servitudes, rights of way, title defects, covenants running with the land and other similar
charges or encumbrances or restrictions not interfering in any material respect with the ordinary operation of any Collateral or
materially and adversely affecting the value of the Collateral; and


 


(h)          Liens
created pursuant to the Collateral Documents securing the Notes or any Note Guarantees.


 


“Company” means
Maxcom Telecomunicaciones, S.A.B. de C.V., and any and all successors thereto.


 


“Consolidated Interest Expense”
means, for any period, the total interest expense of the Company and its consolidated Restricted Subsidiaries, plus, to
the extent not included in such total interest expense, and to the extent incurred by the Company or its Restricted Subsidiaries,
without duplication:


 


(a)          interest
expense attributable to Capital Lease Obligations or to leases constituting a part of Sale and Leaseback Transactions;


 


(b)          amortization
of debt discount;


 


(c)          amortization
of debt issuance costs;


 


(d)          capitalized
interest;


 


(e)          non-cash
interest expense;


 


(f)          commissions,
discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;


 





(g)          net
payments pursuant to Hedging Obligations but excluding realized and unrealized foreign exchange gains and losses with respect to
Hedging Obligations and unrealized gains and losses associated with interest rate Hedging Obligations in each case in accordance
with IFRS; and


 






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(h)          the
product of (i) dividends paid or accrued in respect to Disqualified Stock of the Company or in respect of preferred stock of any
Restricted Subsidiary, in either case held by Persons other than the Company or a Restricted Subsidiary (other than dividends payable
solely in Capital Stock (other than Disqualified Stock) of the Company), times (ii) a fraction, the numerator of which is one and
the denominator of which is one minus the then current combined tax rate of such Person, expressed as decimal, in each case, on
a consolidated basis and in accordance with IFRS.


 


“Consolidated Net Income”
means, for any period, the aggregate amount of net income (or loss) of the Company and its Restricted Subsidiaries for such
period determined on a consolidated basis in accordance with IFRS.


 


“Continuing Directors”
means, as of any date of determination, any member of the Board of Directors of the Company who:


 


(a)          was
a member of such Board of Directors on the date of this Indenture or became a member of the Board of Directors upon the consummation
of the transactions contemplated by the Recapitalization Agreement; or


 


(b)          was
nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were
members of such Board of Directors at the time of such nomination or election.


 


“Corporate Trust Office of the
Trustee” means the designated office of the Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereof is located at the address of the Trustee specified in Section 13.03 hereof, or such
other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the designated corporate
trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice
to the Holders and the Company).


 


“Covenant Defeasance”
has the meaning set forth in Section 8.03 hereof.


 


“Custodian” means the
Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.


 


“Default” means
any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.


 


“Definitive Note”
means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.07 hereof, substantially
in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule
of Exchanges of Interests in the Global Note” attached thereto.


 




    	8



    	 



    

 


“Depositary” means,
with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become
such pursuant to the applicable provision of this Indenture.


 


“Designated Non-cash Consideration”
means the Fair Market Value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with
an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth
the basis of such valuation, executed by the principal financial officer of the Company.


 


“Directive” has
the meaning set forth in Section 4.19 hereof.


 


“Disclosure Statement”
means the Disclosure Statement for the Joint Plan of Reorganization of Maxcom Telecomunicaciones, S.A.B. de C.V. and its Debtor
Affiliates Pursuant to Chapter 11 of the Bankruptcy Code, dated July 3, 2013.


 


“Disqualified Stock”
means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, (1) matures or
is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, (2) is redeemable at the option of the holder of
the Capital Stock, in whole or in part, or (3) is convertible or exchangeable for Indebtedness or Disqualified Stock; in each case
on or prior to the first anniversary of the Stated Maturity of the Notes. Notwithstanding the preceding sentence, any Capital Stock
that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company
to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock
if (A) the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more
favorable to the holders of such Capital Stock than the terms applicable to the Notes and described under Sections 3.09, 4.10,
4.15 and 5.01 hereof; (B) any such requirement only becomes operative after compliance with such terms applicable to the Notes,
including the purchase of any Notes tendered pursuant thereto and (C) the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with
Section 4.07 hereof. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will
be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant
to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.


 


“DTC” has the
meaning set forth in Section 2.03 hereof.


 


“EBITDA” means,
with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period, plus:


 


(a)          Consolidated
Interest Expense, to the extent deducted in calculating Consolidated Net Income, plus


 




    	9



    	 



    

 


(b)          to
the extent deducted in calculating Consolidated Net Income and as determined on a consolidated basis for the Company and its Restricted
Subsidiaries in conformity with IFRS:


 


(i)          income
taxes, other than income taxes or income tax adjustments (whether positive or negative) attributable to Asset Sales or extraordinary
and non-recurring gains or losses;


 


(ii)         depreciation,
amortization (including amortization of intangibles and amortization of pre-operating expenses capitalized in accordance with IFRS
but excluding amortization of prepaid cash expenses that were paid in a prior period) and all other non-cash items reducing Consolidated
Net Income (not including non-cash charges in a period which reflect cash expenses paid or to be paid in another period), less
all non-cash items increasing Consolidated Net Income; and


 


(iii)        all
non-cash compensation expense arising out of the issuance of Equity Interests issued to directors, officers or employees of the
Company or any of its Restricted Subsidiaries;


 


provided that, with respect to any
Restricted Subsidiary, such items will be added only to the extent and in the same proportion that the relevant Restricted Subsidiary’s
net income was included in calculating Consolidated Net Income.


 


“Equity Interests”
means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that
is convertible into, or exchangeable for, Capital Stock).


 


“Euroclear” means
Euroclear Bank, S.A./N.V., as operator of the Euroclear system, and its successors.


 


“Event of Default”
has the meaning set forth in Section 6.01 hereof.


 


“Event of Loss” means
(i) the loss of, destruction of, or damage to any Collateral, (ii) the condemnation, seizure, confiscation, requisition of the
use or taking by exercise of the power of eminent domain or otherwise of any Collateral or (iii) any consensual settlement in lieu
of any event listed in clause (ii), in each case whether in a single event or a series of related events, that results in Net Proceeds
from all sources in excess of U.S.$5,000,000.


 


“Excess Additional Amounts”
has the meaning set forth in Section 3.10 hereof.


 


“Excess Proceeds”
has the meaning set forth in Section 4.10 hereof.


 


“Excess Capital Contribution”
means any capital contributions received by the Company in excess of the Purchasers’ Capital Contribution.


 


“Excess Capital Contribution Amount”
has the meaning set forth in Section 4.24 hereof.


 


“Excess Capital Contribution Offer”
has the meaning set forth in Section 4.24 hereof.


 




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“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


“Excluded Subsidiary”
means Fundación Maxcom, A.C.


 


“Existing Indebtedness”
means Indebtedness of the Company and its Subsidiaries in existence on the date of this Indenture, until such amounts are repaid.


 


“Existing Indenture”
means the indenture dated as of December 20, 2006, by and among the Company, the various guarantors parties thereto from time to
time and Deutsche Bank Trust Company Americas, as trustee, as amended, supplemented and otherwise modified, pursuant to which the
Company issued the 11.0% Senior Notes due 2014.


 


“Fair Market Value”
means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress
or necessity of either party, determined in good faith by the Board of Directors of the Company (unless otherwise provided in this
Indenture).


 


“Global Note Legend”
means the legend set forth in Section 2.07(b)(ii) hereof, which is required to be placed on all Global Notes issued under this
Indenture.


 


“Global Note” means,
individually and collectively, each of the Notes deposited with or on behalf of and registered in the name of the Depository or
its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend, issued in accordance with
Article II hereof.


 


“Government Securities”
means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality
thereof), and the payment for which the United States pledges its full faith and credit.


 


“Guarantee” means
a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect,
in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements
in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements
to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or
otherwise).


 


“Guarantors” means
each of:


 


(a)          Maxcom
Servicios Administrativos, S.A. de C.V.;


 


(b)          Outsourcing
Operadora de Personal, S.A. de C.V.;


 


(c)          TECBTC
Estrategias de Promoción, S.A. de C.V.;


 


(d)          Corporativo
en Telecomunicaciones, S.A. de C.V.;


 


(e)          Maxcom
SF, S.A. de C.V.;


 




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(f)          Maxcom
TV, S.A. de C.V.;


 


(g)          Maxcom
USA, Inc.;


 


(h)          Telereunión,
S.A. de C.V.;


 


(i)          Telscape
de Mexico, S.A. de C.V.;


 


(j)          Sierra
Comunicaciones Globales, S.A. de C.V.;


 


(k)          Servicios
MSF, S.A. de C.V.;


 


(l)          Sierra
USA Communications, Inc.;


 


(m)          Asesores
Telcoop, S.A. de C.V.;


 


(n)          Celmax
Móvil, S.A. de C.V.;


 


(o)          any
other Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of this Indenture; and


 


(p)          and
their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance
with the provisions of this Indenture.


 


“Hedging Obligations”
means, with respect to any specified Person, the obligations of such Person under:


 


(a)          interest
rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate
collar agreements;


 


(b)          other
agreements or arrangements designed to manage interest rates or interest rate risk; and


 


(c)          other
agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.


 


“Holder” means
a Person in whose name a Note is registered.


 


“IFRS” means the International
Financial Reporting Standards as issued by the International Accounting Standards Board.


 


“incur” has the
meaning set forth in Section 4.09 hereof.


 


“Indebtedness” means,
with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether
or not contingent:


 


(a)          in
respect of borrowed money;


 




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(b)          evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);


 


(c)          in
respect of banker’s acceptances;


 


(d)          representing
Capital Lease Obligations;


 


(e)          Attributable
Debt under Sale and Leaseback Transactions under which such a Person is a lessee;


 


(f)          representing
the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property
is acquired or such services are completed;


 


(g)          representing
any Hedging Obligations; or


 


(h)          all
Indebtedness of a Receivables Subsidiary and the net unrecovered purchase price of any receivables in connection with a Permitted
Securitization,


 


if and to the extent any of the preceding items (other than
letters of credit, Hedging Obligations and obligations in connection with a Permitted Securitization referred to in clause (8))
would appear as a liability upon a balance sheet of the specified Person prepared in accordance with IFRS. In addition, the term
“Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether
or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any Indebtedness of any other Person.


 


“Indenture” means
this Indenture, as amended or supplemented from time to time.


 


“Indirect Participant”
means a Person who holds a beneficial interest in a Global Note through a Participant.


 


“Initial Notes” means
the Notes issued on the Issue Date and any Notes issued in replacement thereof.


 


“Intercompany Indebtedness”
means any present or future Indebtedness of the Company owing to any of its present or future Subsidiaries, and Indebtedness of
any of its present or future Subsidiaries owing to the Company or any of its present or future Subsidiaries.


 


“Intercompany Lender”
means any obligor that is a lender in respect of any Intercompany Indebtedness under the Intercompany Subordination and Credit
Agreement.


 


“Intercompany Subordination and
Credit Agreement” means the subordination and revolving credit agreement, by and among the Company and each of the Intercompany
Lenders, dated as of the Issue Date, in the form attached as Exhibit D hereto.


 




    	13



    	 



    

 


“Intercompany
Subordination and Credit Agreement Supplement” means a supplement to the Intercompany Subordination and Credit
Agreement, joinder agreement, or any other similar document to allow for the incorporation of an additional party to the Intercompany
Subordination and Credit Agreement.


 


“Intercompany Trust Agreement”
means the contrato de fideicomiso irrevocable de administración con derechos de reversión,
by and among the Company, each of the Intercompany Lenders, as grantors (fideicomitentes) and beneficiaries (fideicomisarios
en segundo lugar), the Mexican trustee, as trustee, and the Collateral Agent, as collateral agent and for the benefit of the
Holders of the Notes as beneficiaries in the first place (fideicomisarios en primer lugar), dated
as of the Issue Date, in the form attached as Exhibit E hereto.


 


“Intercompany Trust Agreement Supplement”
means a supplement to the Intercompany Trust Agreement, substantially in the form attached as Exhibit D to the Intercompany Trust
Agreement.


 


“Investments” means,
with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration
of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on
a balance sheet prepared in accordance with IFRS. If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such
sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made
an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in
such Restricted Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.07(b). Except as
otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without
giving effect to subsequent changes in value.


 


“Issue Date” means
October 11, 2013.


 


“Issuer” means Maxcom
Telecomunicaciones, S.A.B. de C.V., and any and all successors thereto.


 


“Legal Defeasance”
has the meaning set forth in Section 8.02 hereof.


 


“Leverage Ratio” means
as of a specific date (the “Calculation Date”), the ratio of (i) the aggregate principal amount of the
Company’s outstanding Indebtedness and the Indebtedness of the Restricted Subsidiaries plus the amount of all obligations
in respect of the repayment of Disqualified Stock and the liquidation preference of preferred stock of Restricted Subsidiaries,
in each case determined as of the Calculation Date and calculated in accordance with IFRS, to (ii) the Company’s aggregate
EBITDA for the period consisting of the last two full fiscal quarters for which financial statements are publicly available (the
“Reference Period”) multiplied by two.


 


For purposes of calculating the Leverage
Ratio:


 




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(a)          acquisitions
that have been made by the Company or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person
or any of its Restricted Subsidiaries acquired by the Company or any of its Restricted Subsidiaries, and including any related
financing transactions and including increases in ownership of Restricted Subsidiaries, during the two-quarter reference period
or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (in accordance with
IFRS) as if they had occurred on the first day of the Reference Period;


 


(b)          the
EBITDA attributable to discontinued operations, as determined in accordance with IFRS, and operations or businesses (and ownership
interests therein) disposed of prior to the Calculation Date, will be excluded;


 


(c)          any
Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times
during such Reference Period;


 


(d)          any
Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any
time during such Reference Period; and


 


(e)          if
any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate
in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation
applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).


 


“Lien” means,
with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and
any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.


 


“Luxembourg Listing Agent”
means Deutsche Bank Luxembourg, S.A. and its successors.


 


“Luxembourg Sub-Paying Agent”
means Deutsche Bank Luxembourg, S.A. and its successors.


 


“Mexico” means
the United Mexican States (Estados Unidos Mexicanos) and any branch of power thereof and any ministry, department,
authority or statutory corporation or other entity (including a trust), owned or controlled directly or indirectly by the United
Mexican States or any of the foregoing.


 


“Moody’s” means
Moody’s Investors Service, Inc. and its successors.


 




    	15



    	 



    

 


“Net Proceeds” means
the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale),
net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees,
and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of
the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements,
and amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject
of such Asset Sale, the amount of distributions required to be made under applicable law or the by-laws of a Restricted Subsidiary
in effect on the date of this Indenture to minority interest holders on account of such Asset Sale, the amount of any reserve for
adjustment in respect of the sale price of such asset or assets established in accordance with IFRS and any cash escrows in connection
with purchase price adjustments, reserves or indemnities (until released).


 


“New Subsidiary” has
the meaning set forth in Section 4.16 hereof.


 


“Non-Recourse Debt”
means Indebtedness:


 


(a)          as
to which neither the Company nor any of its Restricted Subsidiaries (i) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness), (ii) is directly or indirectly liable as a guarantor or otherwise,
or (iii) constitutes the lender;


 


(b)          no
default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against
an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company
or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness
to be accelerated or payable prior to its Stated Maturity; and


 


(c)          as
to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or
any of its Restricted Subsidiaries.


 


“Note Guarantee” means
the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes, executed pursuant to the
provisions of this Indenture.


 


“Notes” has the
meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single
class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include
the Initial Notes and any Additional Notes.


 


“Obligations” means
any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.


 


“Offer Amount” has
the meaning set forth in Section 3.09 hereof.


 


“Offer Period” has
the meaning set forth in Section 3.09 hereof.


 




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“Officer” means,
with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such
Person.


 


“Officers’ Certificate”
means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive
officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements
of Section 13.06 hereof and is delivered to the Trustee and/or the Collateral Agent.


 


“Opinion of Counsel”
means an opinion from legal counsel that is in form and substance reasonably acceptable to the Trustee, that meets the requirements
of Section 13.06 hereof. Such counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee.


 


“Ordinary Course Intercompany Indebtedness”
means Intercompany Indebtedness issued by the Company or its Subsidiaries to the Company or a Subsidiary of the Company in the
ordinary course of business consistent with past practice, including, without limitation, trade payables and Intercompany Indebtedness
issued for treasury management purposes of the Company or such Subsidiary.


 


“Original Notes” means
the 11.0% Senior Notes due 2014 issued pursuant to the Existing Indenture.


 


“Participant” means,
with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream,
respectively (and, with respect to DTC, shall include Euroclear and Clearstream).


 


“Paying Agent” has
the meaning set forth in Section 2.03 hereof.


 


“Payment Default”
has the meaning set forth in Section 6.01(e)(i) hereof.


 


“Permitted Business”
means the development, ownership and/or operation of one or more telephone, telecommunications, information or data transmission
systems or networks and/or the provision of telephony, telecommunications and/or information services and any related, ancillary
or complementary business, including, without limitation, local and long distance telephony, telecommunications and other information
and transmission services such as the Internet, broadband or cable television.


 


“Permitted Holders”
means Ricardo Guillermo Amtmann, Javier Molinar Horcasitas, Enrique Castillo Sánchez Mejorada, Henry Davis Carstens,
Alberto Martin Soberón and the other beneficiaries of Trust Number 1387 for which Banco Invex S.A., Institución de
Banca Múltiple, Invex Grupo Financiero is acting as trustee, and any Affiliates or immediate family thereof.


 


“Permitted Debt” has
the meaning set forth in Section 4.09(b) hereof.


 


“Permitted Investments”
means:


 




    	17



    	 



    

 


(a)          
(i) any Investment in the Company or in a Wholly-Owned Restricted Subsidiary of the Company that is a Guarantor; (ii) any Investment
in any other Restricted Subsidiary of the Company that is a Guarantor, provided that such Investment is evidenced by an
intercompany note; (iii) any Investment in the Equity Interest of a Restricted Subsidiary of the Company that is a Guarantor (by
way of acquisition of Equity Interests or capital contribution), in an amount not to exceed U.S.$5,000,000 in the aggregate for
all Investments made pursuant to this clause (a)(iii); or (iv) any Investment in a Restricted Subsidiary other than a Wholly-Owned
Restricted Subsidiary, consisting solely of the capitalization of amounts due to the Company in exchange for Equity Interests of
such Restricted Subsidiary by such Restricted Subsidiary in an amount not to exceed U.S.$5,000,000 in the aggregate for all Investments
made pursuant to this clause (a)(iv);


 


(b)          any
Investment in Cash Equivalents;


 


(c)          any
Investment by the Company or any Restricted Subsidiary in a Person in a Related Business if, as a result of such Investment, such
Person immediately becomes a Wholly-Owned Restricted Subsidiary that is a Guarantor of such Person or is immediately merged consolidated
or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or
a Wholly-Owned Restricted Subsidiary that is a Guarantor;


 


(d)          any
Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.10 hereof;


 


(e)          any
Investments received in compromise or resolution of (i) obligations of trade creditors or customers that were incurred in the ordinary
course of business of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (ii) litigation, arbitration or other disputes
with Persons who are not Affiliates;


 


(f)          Investments
represented by Hedging Obligations permitted to be incurred under Section 4.09 hereof;


 


(g)          loans
or advances to employees made in the ordinary course of business of the Company or any Restricted Subsidiary of the Company in
an aggregate principal amount not to exceed U.S.$500,000 at any one time outstanding;


 


(h)          repurchases
of the Notes;


 


(i)          Investments
in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person under a Permitted Securitization;
that are necessary or advisable to effectuate such Permitted Securitization; provided that any Investment in a Receivables Subsidiary
is in the form of a Purchase Money Note, contribution of additional receivables and related assets or any Equity Interests;


 


(j)          Investments
to the extent made in exchange for the issuance of Capital Stock (other than Disqualified Stock) of the Company;


 




    	18



    	 



    

 


(k)          any
Investment made within 60 days after the date of the commitment to make the Investment, that when such commitment was made, would
have complied with the terms of this Indenture; provided that such Investment shall be deemed to have made under the provision
under which it was intended to have been made; and


 


(l)          other
Investments made since the date of this Indenture that do not exceed, at any one time outstanding, U.S.$10,000,000.


 


“Permitted Liens” means:


 


(a)          Liens
in favor of the Company or the Guarantors;


 


(b)          Liens
on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary
of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and
do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Subsidiary;


 


(c)          Liens
on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the
Company; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such
acquisition;


 


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


 


(e)          Liens
to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(iii) hereof covering only the assets
acquired with or financed by such Indebtedness;


 


(f)          Liens
(i) existing on the issue date of the Original Notes and (ii) any other Liens existing on the Issue Date provided such Liens (a)
are incurred not in violation of the Existing Indenture and (b) will not have a material adverse effect on the rights of Holders
of the Notes with respect to the Collateral or otherwise;


 


(g)          Liens
for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith
by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate
provision as is required in conformity with IFRS has been made therefor;


 


(h)          Liens
imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred
in the ordinary course of business;


 


(i)          survey
exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property incidental to the conduct
of the business of such Person or to the ownership of its properties that were not incurred in connection with Indebtedness and
that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation
of the business of such Person;


 




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(j)          Liens
on Receivables and related assets granted in connection with a Permitted Securitization, including Liens on Receivables transferred
to a Receivables Subsidiary under a Permitted Securitization;


 


(k)          Liens
to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Indenture, provided, however, that:


 


(i)          the
new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant
to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or
proceeds or distributions thereof); and


 


(ii)         the
Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount,
or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses,
including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;


 


(l)          Liens
in the ordinary course to secure Hedging Obligations with respect to the Notes permitted by Section 4.09(b)(vii) hereof; and


 


(m)         Collateral
Permitted Liens.


 


“Permitted Refinancing Indebtedness”
means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of
which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted
Subsidiaries (other than Intercompany Indebtedness) (the “Refinanced Indebtedness”); provided that:


 


(a)          the
principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount
(or accreted value, if applicable) of the Refinanced Indebtedness (plus all accrued interest on the Refinanced Indebtedness
and the amount of all fees and expenses, including premiums, incurred in connection therewith);


 


(b)          such
Permitted Refinancing Indebtedness has, at the time the Permitted Refinancing Indebtedness is incurred, a final maturity date later
than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life
to Maturity of, the Refinanced Indebtedness;


 


(c)          if
the Refinanced Indebtedness is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final
maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as
favorable to the Holders of Notes as those contained in the documentation governing the Refinanced Indebtedness; and


 




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(d)          such
Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Refinanced Indebtedness.


 


“Permitted Securitization”
means any sale, transfer or other disposition by the Company or any of its Restricted Subsidiaries of Receivables and related
collateral, credit support and similar rights and any other assets that are customarily transferred in a securitization of receivables,
pursuant to one or more securitization programs, to a Receivables Subsidiary or a Person who is not an Affiliate of the Company;
provided that (i) the consideration to be received by the Company and its Restricted Subsidiaries other than a Receivables
Subsidiary for any such disposition consists of cash, a promissory note or a customary contingent right to receive cash in the
nature of a “hold-back” or similar contingent right, (ii) no Default shall have occurred and be continuing or would
result therefrom, and (iii) the aggregate outstanding balance of the Indebtedness in respect of all such programs at any point
in time is not in excess of U.S.$30,000,000 (or U.S.$50,000,000 so long as a first, priority security interest for the benefit
of the Holders on the Collateral is in full force and effect).


 


“Person” means
any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.


 


“Plan” means the Joint
Plan of Reorganization of Maxcom Telecomunicaciones, S.A.B. de C.V. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy
Code, dated July 3, 2013 (as amended, supplemented, and modified from time to time).


 


“Purchase Date” has
the meaning set forth in Section 3.09 hereof.


 


“Purchase Money Note”
means a promissory note evidencing a line of credit, or evidencing other Indebtedness owed to the Company or any Restricted
Subsidiary in connection with a Permitted Securitization, which note shall be repaid from cash available to the maker of such note,
other than amounts required to be established as reserves, amounts paid to investors in respect of interest, principal and other
amounts owing to such investors and amounts paid in connection with the purchase of newly generated accounts receivable.


 


“Purchasers” means, collectively,
Ventura Capital Privado, S.A. de C.V., Trust Number 1387 (acting through Banco Invex S.A., Institución
de Banca Múltiple, Invex Grupo Financiero), Javier Molinar Horcasitas, and Enrique
Castillo Sanchéz Mejorada.


 


“Purchasers’ Capital Contribution”
means the capital contribution of U.S.$45,000,000 to the Company to be made by the Purchasers in exchange for newly issued
shares of the Company’s Series A common stock on the terms set forth in the Recapitalization Agreement.


 


“Recapitalization Agreement”
means that certain recapitalization agreement, dated as of July 3, 2013, among the Company and the Purchasers providing for, among
other things, the terms and conditions of the equity tender offer and the Purchasers’ Capital Contribution.


 




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“Receivable” shall
mean a right to receive payment arising from a sale or lease of goods or the performance of services by a Person pursuant to an
arrangement with another Person pursuant to which such other Person is obligated to pay for good or services under terms that permit
the purchase of such goods and services on credit and shall include, in any event, any items of property that would be classified
as an “account,” “chattel paper,” “payment intangible” or “instrument” under the
Uniform Commercial Code and any supporting obligations.


 


“Receivables Subsidiary”
shall mean any Wholly Owned Restricted Subsidiary of the Company (or another Person in which the Company or any Restricted
Subsidiary makes an Investment and to which the Company or one or more of its Restricted Subsidiaries transfer Receivables and
related assets) which engages in no activities other than in connection with the financing of Receivables and which is designated
by the Board of Directors of the applicable Restricted Subsidiary (as provided below) as a Receivables Subsidiary and which meets
the following conditions:


 


(a)          no
portion of the Indebtedness or any other obligations (contingent or otherwise) of which:


 


(i)          is
guaranteed by the Company or any Restricted Subsidiary (that is not a Receivables Subsidiary);


 


(ii)         is
recourse to or obligates the Company or any Restricted Subsidiary (that is not a Receivables Subsidiary); or


 


(iii)        subjects
any property or assets of the Company or any Restricted Subsidiary (that is not a Receivables Subsidiary), directly or indirectly,
contingently or otherwise, to the satisfaction thereof;


 


(b)          with
which neither the Company nor any Restricted Subsidiary (that is not a Receivables Subsidiary) has any material contract, agreement,
arrangement or understanding (other than Standard Securitization Undertakings); and


 


(c)          to
which neither the Company nor any Restricted Subsidiary (that is not a Receivables Subsidiary) has any obligation to maintain or
preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.


 


Any such designation by the Board of Directors
of the applicable Restricted Subsidiary shall be evidenced by a certified copy of the resolution of the Board of Directors of such
Restricted Subsidiary giving effect to such designation and an officers’ certificate certifying, to the best of such officers’
knowledge and belief, that such designation complies with the foregoing conditions.


 


“Redemption Date”,
when used with respect to any Note to be redeemed, means the date which is a Business Day fixed for such redemption by the
Company pursuant to this Indenture.


 


“Reference Period”
has the meaning set forth in the definition of the term “Leverage Ratio”.


 


“Registrar” has
the meaning set forth in Section 2.03 hereof.


 




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“Relevant Date” means
whichever is the later of (i) the date on which such payment referred to in Section 4.19 hereof first becomes due and (ii) if the
full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount having
been so received, notice to that effect shall have been given to the Holders of the Notes in accordance with this Indenture.


 


“Replacement Collateral”
means, at any relevant date in connection with a Collateral Asset Sale or Event of Loss, assets to be used in the business
of the Company or its Subsidiaries, which on such date (i) constitute assets under “Telephone Network Systems and Equipment”
on the Company’s consolidated balance sheet, (ii) are to be acquired by the Company at a purchase price that does not exceed
the Fair Market Value of such Replacement Collateral, (iii) will be upon purchase free and clear of all Liens other than Collateral
Permitted Liens (other than any Lien described under clause (6) of the definition thereof), and (iv) are subject to Collateral
Documents to which the owner of the Replacement Collateral is a party.


 


“Responsible Officer,”
when used with respect to the Trustee or the Collateral Agent,
means any officer within the Corporate Trust Office of the Trustee
(or any successor group of the Trustee) including any vice president,
assistant vice president, trust officer or any other officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such Person’s knowledge of and familiarity
with the particular subject and who shall have direct responsibility
for the administration of this Indenture.


 


“Restricted Investment”
means an Investment other than a Permitted Investment.


 


“Restricted Payments”
has the meaning set forth in Section 4.07 hereof.


 


“Restricted Subsidiary”
of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.


 


“S&P” means
Standard & Poor’s Ratings Group.


 


“Sale and Leaseback Transaction”
means, with respect to any Person, an arrangement whereby such Person enters into a lease of property previously transferred
by such Person to the lessor.


 


“SEC” means the
Securities and Exchange Commission.


 


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Significant Subsidiary”
means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation
S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture.


 


“Standard Securitization Undertakings”
means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary which
are reasonably customary in securitization of accounts receivable transactions.


 




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“Stated Maturity”
means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment
of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of this Indenture,
and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.


 


“Subsidiary” means,
with respect to any specified Person:


 


(a)          any
corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled
(without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement
that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association
or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and


 


(b)          any
partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person
or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


“Taxes” has the
meaning set forth in Section 4.19 hereof.


 


“Tax Jurisdiction”
means (1) Mexico or any political subdivision thereof or any agency or authority therein or thereof having the power to tax,
(2) any jurisdiction in which the Company or any Guarantor (including any successor entity) is then incorporated, engaged in business
or resident for tax purposes or any political subdivision thereof or therein having the power to tax or (3) any jurisdiction from
or through which payment is made by or on behalf of the Company or any Guarantor (including, without limitation, the jurisdiction
of any paying agent).


 


“TIA” means the
Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).


 


“Total Assets” means
the total consolidated assets of the Company and its Restricted Subsidiaries (excluding the value of any Investments in Persons
other than Restricted Subsidiaries), as shown on the most recent balance sheet of the Company delivered to the Trustee pursuant
to Section 4.03 hereof.


 


“Treasury Rate” means,
as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly
available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any
publicly available source of similar market data)) most nearly equal to the period from the redemption date to June 15, 2017; provided,
however, that if the period from the redemption date to June 15, 2017, is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.


 




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“Trustee” has
the meaning assigned to it in the preamble to this Indenture, until a successor replaces it in accordance with the applicable provisions
of this Indenture and thereafter means the successor serving hereunder.


 


“Unrestricted Subsidiary”
means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary
pursuant to a resolution of the Board of Directors, provided that such designation maybe only made if such Subsidiary:


 


(a)          has
no Indebtedness other than Non-Recourse Debt;


 


(b)          except
as permitted by Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with the Company or
any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no
less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are
not Affiliates of the Company;


 


(c)          is
a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation
(a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause
such Person to achieve any specified levels of operating results;


 


(d)          has
not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted
Subsidiaries;


 


(e)          does
not own any Capital Stock or Indebtedness of, or holds any Lien on any property of, the Company or any Person other than Unrestricted
Subsidiaries of the Subsidiary to be so designated;


 


(f)          (i)
the Subsidiary to be so designated has total assets of U.S.$1,000 or less or (ii) if such Subsidiary has assets greater than
U.S.$1,000, such designation would be permitted under the covenant described under Section 4.07 hereof; and


 


(g)          immediately
after giving effect to such designation no Default shall have occurred and be continuing.


 


“USA PATRIOT ACT”
has the meaning set forth in Section 13.17 hereof.


 


“Voting Stock” of
any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election
of the Board of Directors of such Person.


 


“Weighted Average Life to Maturity”
means, when applied to any Indebtedness at any date, the number of years obtained by dividing:


 


(a)          the
sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (ii) the number of
years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by


 




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(b)          the
then outstanding principal amount of such Indebtedness.


 


“Wholly-Owned Restricted Subsidiary”
of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership
interests of which (other than directors’ qualifying shares) will at the time be owned by such Person or by one or more Wholly-Owned
Restricted Subsidiaries of such Person.


 


1.02.         Incorporation
by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.


 


The following TIA terms used in this Indenture
have the following meanings:


 


“indenture securities” means
the Notes;


 


“indenture security holder”
means a Holder of a Note;


 


“indenture to be qualified”
means this Indenture;


 


“indenture trustee” or “institutional
trustee” means the Trustee; and


 


“obligor” on the Notes and the
Note Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and the Note Guarantees,
respectively.


 


All other terms used in this Indenture that
are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned
to them.


 


1.03.         Rules
of Construction. Unless the context otherwise requires:


 


(a)          a
term has the meaning assigned to it;


 


(b)          an
accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS;


 


(c)          “or”
is not exclusive;


 


(d)          words
in the singular include the plural, and in the plural include the singular;


 


(e)          “will”
shall be interpreted to express a command;


 


(f)          provisions
apply to successive events and transactions; and


 


(g)          references
to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules
adopted by the SEC from time to time.


 




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Article
II


 


The Notes


 


2.01.         Form
and Dating.


 


(a)          General.
The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto.
The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the
date of its authentication. The Notes shall be issued in minimum denominations of U.S.$150,000 and integral multiples of U.S.$1.00
in excess thereof.


 


The terms and provisions contained in the
Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture
shall govern and be controlling.


 


(b)          Global
Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note
Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive
form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule
of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding
Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes
from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time
to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made
by the Trustee or the Custodian, at the written direction of the Trustee, in accordance with written instructions given by the
Holder thereof as required by Section 2.07 hereof.


 


2.02.         Execution
and Authentication. At least one Officer must sign the Notes for the Company by manual or facsimile signature. If an Officer
whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.
A Note will not be valid until authenticated by the manual signature of a Responsible Officer of the Trustee. The signature will
be conclusive evidence that the Note has been authenticated under this Indenture.


 


The Trustee shall, upon receipt of a written
order of the Company signed by at least one Officer (an “Authentication Order”), authenticate Notes for
original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount
of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company
pursuant to one or more Authentication Orders, except as provided in Section 2.08 hereof.


 




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The Trustee may appoint an authenticating
agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may
do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating
agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.


 


2.03.         Registrar
and Paying Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer
or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying
Agent”). The Registrar will keep a register of the Notes and of their registration of transfer and exchange. The Company
may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar
and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party
to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act
as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.


 


The Company initially
appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global
Notes. The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with
respect to the Global Notes. Neither the Trustee nor any Agent shall
have any responsibility or liability for any actions taken or not taken by the Depositary.


 


2.04.         Luxembourg
Listing Agent, Sub-Paying Agent and Transfer Agent. The Company has appointed Deutsche Bank Luxembourg S.A. as Luxembourg listing
agent, Luxembourg sub-paying agent and Luxembourg transfer agent. The Company shall maintain such agencies so long as the Notes
are listed on the Luxembourg Stock Exchange and the rules of the exchange so require.


 


2.05.         Paying
Agent to Hold Money in Trust. The Company shall require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, if any, or interest or Additional Amounts on the Notes, and shall notify the Trustee in writing of any default
by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all
money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee.
Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) will have no further liability for
the money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit
of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company,
the Trustee shall serve as Paying Agent for the Notes.


 


2.06.         Holder
Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of
the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar,
the Company shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times
as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA § 312(a).


 




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2.07.       Transfer
and Exchange.


 


(a)          Transfer
and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes may be exchanged by the Company
for Definitive Notes if:


 


(i)          the
Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that
it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed
by the Company within 120 days after the date of such notice from the Depositary;


 


(ii)         the
Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes representing
the Notes; or


 


(iii)        there
has occurred and is continuing an Event of Default with respect to the Notes.


 


Upon the occurrence of any of the preceding
events in subparagraphs (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11
hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Section 2.07 or Sections 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a), however, beneficial interests
in a Global Note may be transferred and exchanged as provided in Section 2.07(b) or (c) hereof.


 


(b)          Transfer
and Exchange of Beneficial Interests in the Global Notes. Beneficial interests in any Global Note may be transferred to Persons
who take delivery thereof in the form of a beneficial interest in a Global Note. The transfer and exchange of beneficial interests
in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the rules
and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. No written orders or instructions
shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.07(b).


 




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(c)          Transfer
or Exchange of Beneficial Interests in Global Notes for Definitive Notes. If any holder of a beneficial interest in a Global
Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who
takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.07(b)
hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant
to Section 2.07(g) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated
in the written instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.07(c) will be registered in such name or names and in such authorized denomination
or denominations as the holder of such beneficial interest requests through written instructions to the Registrar from or through
the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose
names such Notes are so registered.


 


(d)          Transfer
and Exchange of Definitive Notes for Beneficial Interests in Global Notes. A Holder of a Definitive Note may exchange such
Definitive Note for a beneficial interest in a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof
in the form of a beneficial interest in a Global Note at any time. Upon receipt of a written request for such an exchange or transfer,
the Trustee shall cancel the applicable Definitive Note and increase or cause to be increased the aggregate principal amount at
maturity of one of the Global Notes. If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected pursuant to this Section 2.07(d) at a time when a Global Note has not yet been issued, the Company shall issue
and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.


 


(e)          Transfer
and Exchange of Definitive Notes for Definitive Notes. A Holder of Definitive Notes may transfer
such Definitive Notes to a Person who takes delivery thereof in the form of a Definitive Note. Upon written request by a
Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.07(e), the Registrar shall
register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder
must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer
in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing.


 


(f)          Legends.
The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.


 


(i)          Section
1145 Exemption Legend. Each Global Note and each Definitive Note (and all Notes issued in exchange
therefor or substitution thereof) shall bear the legend in substantially the following form:


 


“THE
SECURITIES REPRESENTED BY THIS NOTE HAVE BEEN ISSUED PURSUANT TO SECTION 1145 OF THE U.S. BANKRUPTCY CODE, AS AMENDED (THE “BANKRUPTCY
CODE”) THAT PROVIDES AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE
STATE STATUTES.”


 


(ii)         Global
Note Legend. Each Global Note will bear a legend in substantially the following form:


 




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“THIS GLOBAL NOTE IS HELD BY
THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON
AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
TO SECTION 2.07(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.


 


UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS 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. UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR
TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.”


 




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(g)          Cancellation
and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such
Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any time prior
to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented
by such Global Note will be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary
at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note
will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction
of the Trustee to reflect such increase.


 


(h)          General
Provisions Relating to Transfers and Exchanges.


 


(i)          To
permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and
Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.


 


(ii)         No
service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration
of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable
upon exchange or transfer pursuant to Sections 2.11, 3.06, 3.09, 4.10, 4.15, 4.24 and Section 9.04 hereof).


 


(iii)        All
Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will
be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.


 


(iv)         Neither
the Registrar nor the Company shall be required:


 


(A)         to
issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before
the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;


 


(B)         to
register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part; or


 


(C)         to
register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.


 




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(v)          Prior
to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the
Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal
of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by
notice to the contrary.


 


(vi)         The
Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.


 


(vii)        All
certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to
effect a registration of transfer or exchange may be submitted by facsimile.


 


(viii)      The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers
between or among participants of the Depositary or beneficial owners of interests in any Global Note) other than to require delivery
of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required
by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements
hereof.


 


2.08.         Replacement
Notes. If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction
of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order,
shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The
Company or the Trustee may charge for its expenses in replacing a Note.


 


Every replacement Note is an additional
obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other
Notes duly issued hereunder.


 


2.09.         Outstanding
Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with
the provisions hereof, and those described in this Section 2.09 as not outstanding. Except as set forth
in Section 2.10 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note;
however, Notes held by the Company or a Subsidiary of the Company shall be deemed to be not outstanding for purposes of Section
3.07(a) hereof.


 


If a Note is replaced pursuant to Section
2.08 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by
a protected purchaser.


 


If the principal amount of any Note is considered
paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.


 




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If the Paying Agent (other than the Company,
a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or maturity date, money sufficient to pay Notes payable
on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.


 


2.10.         Treasury
Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver
or consent, Notes owned by the Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company or any Guarantor, will be considered as though not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that a Responsible Officer of the Trustee actually knows are so owned will be so disregarded.


 


2.11.         Temporary
Notes. Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt
of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated
Notes but may have variations that the Company considers appropriate for temporary Notes and as may be reasonably acceptable to
the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate final-form Definitive Notes
in exchange for temporary Notes.


 


Holders of temporary Notes will be entitled
to all of the benefits of this Indenture.


 


2.12.         Cancellation.
The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel
all Notes surrendered for registration of transfer, exchange, payment, redemption, repurchase, replacement or cancellation in accordance
with its internal procedures (subject to the record retention requirement of the Exchange Act). Upon the Company’s written
request, certification of the cancellation of all canceled Notes will be delivered to the Company. The Company may not issue new
Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.


 


2.13.         Defaulted
Interest. If the Company defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner
plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special
record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company
shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record
date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will
mail or cause to be mailed or, if sent through DTC, send in accordance with DTC’s applicable procedures, to Holders a notice
that states the special record date, the related payment date and the amount of such interest to be paid.


 




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2.14.         CUSIP
Numbers. The Company in issuing the Notes may use one or more “CUSIP” numbers (if then generally in use), and,
if so, the Trustee shall use “CUSIP” numbers in notices of repurchase as a convenience to Holders; provided that
any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or
as contained in any notice of a repurchase and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such repurchase shall not be affected by any defect in or omission of such numbers. The Company
shall promptly notify the Trustee in writing of any change in the “CUSIP” numbers.


 


2.15.         Ranking;
Security for and Parity of Notes. All Notes issued and outstanding hereunder rank on a parity with each other Note, and each
Note shall be secured equally and ratably by this Indenture and the Collateral Documents with each other Note, without preference,
priority or distinction of any one thereof over any other by reason of difference in time of issuance or otherwise, and each Note
shall be entitled to the same benefits and security in this Indenture and the Collateral Documents as each other Note. The Company
shall be responsible for the continued maintenance, priority and perfection of such security interest as set forth in the Collateral
Documents.


 


2.16.         Additional
Notes. The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without
the consent of the Holders, create and issue pursuant to this Indenture Additional Notes having terms and conditions identical
to those of the other Notes other than with respect to the date of issuance, issue price and the date from which interest will
accrue. The Notes and the Additional Notes, if any, shall be treated as a single class for all purposes of this Indenture, including,
without limitation, Article IX hereof. However, if Additional Notes that are treated as part of a single class under this Indenture
with the Notes are not fungible with the Notes for U.S. federal income tax purposes such Additional Notes will be assigned a CUSIP,
ISIN and common code different from those assigned to the Notes.


 


Article
III


 


Redemption and Prepayment


 


3.01.         Notices
to Trustee. If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it
must furnish to the Trustee, at least 45 days (or such shorter period as agreed by the Trustee) but not more than 60 days before
a Redemption Date, an Officers’ Certificate setting forth:


 


(a)          the
clause of this Indenture pursuant to which the redemption shall occur;


 


(b)          the
Redemption Date;


 


(c)          the
principal amount of Notes to be redeemed; and


 


(d)          the
redemption price.


 




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3.02.         Selection
of Notes to Be Redeemed or Purchased. If less than all of the Notes are to be redeemed or purchased in an offer to purchase
at any time, the Trustee shall select Notes for redemption or purchase in compliance with the requirements of the principal securities
exchange, if any, on which the Notes are listed, or if the Notes are not listed on a securities exchange, by lot or by such other
method as the Trustee shall deem to be fair and appropriate and in accordance with DTC procedures.


 


In the event of partial redemption or purchase
by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor
more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for
redemption or purchase.


 


The Trustee shall promptly notify the Company
in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase,
the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in minimum amounts of U.S.$150,000
and whole multiples of U.S.$1.00 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased,
the entire outstanding amount of Notes held by such Holder, even if not a multiple of U.S.$1.00, shall be redeemed or purchased.
Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase
also apply to portions of Notes called for redemption or purchase.


 


3.03.         Notice
of Redemption. Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail or cause to be mailed, by first-class mail or, if sent through DTC, send in accordance with DTC’s
applicable procedures, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance
of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles VIII or XII hereof.


 


The notice will identify the Notes to be
redeemed and will state:


 


(a)          the
Redemption Date;


 


(b)          the
redemption price;


 


(c)          if
any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption
Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation
of the original Note;


 


(d)          the
name and address of the Paying Agent;


 


(e)          that
Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(f)          that,
unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and
after the Redemption Date;


 




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(g)          the
paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and


 


(h)          that
no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the
Notes.


 


At the Company’s written request,
the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that
the Company has delivered to the Trustee, at least 15 days (or such shorter period as agreed by the Trustee) prior to the date
such notice of redemption is to be sent, an Officers’ Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding paragraph.


 


3.04.         Effect
of Notice of Redemption. Once notice of redemption is sent in accordance with Section 3.03 hereof, Notes called for redemption
become irrevocably due and payable on the Redemption Date at the redemption price. A notice of redemption may not be conditional.


 


3.05.         Deposit
of Redemption or Purchase Price. On or before the Business Day prior to the redemption or purchase date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest
on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or
purchase price of, and accrued interest on, all Notes to be redeemed or purchased.


 


If the Company complies with the provisions
of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions
of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior
to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note
was registered at the close of business on such record date and no additional interest will be paid to Holders whose Notes are
redeemed. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the
failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption
or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each
case at the rate provided in the Notes and in Section 4.01 hereof.


 


3.06.         Notes
Redeemed or Purchased in Part. Upon surrender of a Note that is redeemed or purchased in part, the Company shall issue and,
upon receipt of an Authentication Order, the Trustee shall authenticate for the Holder at the expense of the Company a new Note
equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.


 


3.07.         Optional
Redemption. (a) At any time prior to June 15, 2017, the Company may on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes issued under this Indenture at a redemption price of 106% of the principal amount thereof, plus accrued
and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net
cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company; provided that:


 




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(i)          at
least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company
and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and


 


(ii)         the
redemption occurs within 90 days of the date of the closing of such sale of Equity Interests.


 


(b)          At
any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60
days’ written notice, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium
as of, and accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date, subject to the rights of Holders
of Notes on the relevant record date to receive interest due on the relevant interest payment date.


 


(c)          On
or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written
notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest
and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated
below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment
date:


 


	Year	 	Percentage	 
	From June 15, 2017 through June 14, 2018	 	 	103.00	%
	From June 15, 2018 through June 14, 2019	 	 	101.50	%
	From June 15, 2019 and thereafter	 	 	100.00	%



 


(d)          Unless
the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called
for redemption on the applicable Redemption Date.


 


(e)          Any
redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof; provided
that, in the case of a redemption pursuant to Section 3.07 for the purposes of any notice required by Section 3.01 or 3.02,
the redemption price may be stated to be “the redemption price determined in accordance with Section 3.07(b)” or “the
redemption price determined in accordance with Section 3.07(c),” as the case may be.


 


3.08.         Mandatory
Redemption. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes. The
Company may at any time and from time to time purchase Notes in the open market or otherwise.


 




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3.09.         Offer
to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.10 hereof, the Company is required
to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures
specified below.


 


The Asset Sale Offer shall be made to all
Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set
forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer
will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except
to the extent that a longer period is required by applicable law (the “Offer Period”). No later than
three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall
apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu
Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and such other
pari passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in
the same manner as interest payments are made.


 


If the Purchase Date is on or after an interest
record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose
name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who
tender Notes pursuant to the Asset Sale Offer.


 


Upon the commencement of an Asset Sale Offer,
the Company shall send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee. The notice will contain
all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which
shall govern the terms of the Asset Sale Offer, will state:


 


(a)          that
the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale
Offer will remain open;


 


(b)          the
Offer Amount, the purchase price and the Purchase Date;


 


(c)          that
any Note not tendered or accepted for payment will continue to accrue interest;


 


(d)          that,
unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to
accrue interest on after the Purchase Date;


 


(e)          that
Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples
of U.S.$1.00 only; provided that any unpurchased balance is in a minimum denomination of U.S.$150,000 or an integral multiple
of U.S.$1.00 in excess of U.S.$150,000;


 


(f)          that
Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form
entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer,
to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified
in the notice at least three Business Days before the Purchase Date;


 




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(g)          that
Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives,
not later than the close of business on the second Business Day preceding the expiration of the Offer Period, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for
purchase and a statement that such Holder is withdrawing his election to have such Note purchased;


 


(h)          that,
if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the
Offer Amount, the Company shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based
on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed
appropriate by the Company so that only Notes in minimum denominations of U.S.$150,000, and integral multiples of U.S.$1.00 in
excess thereof, will be purchased); and


 


(i)          that
Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of
the Notes surrendered (or transferred by book-entry transfer).


 


On or before the Purchase Date, the Company
shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes
or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate
stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section
3.09. The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days
after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by
such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written
request from the Company, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such
Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly
mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer
on the Purchase Date.


 


Other than as specifically provided in this
Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06
hereof.


 


3.10.         Redemption
for Changes in Withholding Tax. The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’
notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount
thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such Redemption
Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment
date), in the event the Company has become, or would become, obligated to pay, on the next date on which any amount would be payable
with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if
payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess
Additional Amounts”) as a result of:


 




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(a)          any
change in, or amendment to, the laws (including any regulations promulgated thereunder) of the relevant
Tax Jurisdiction; or


 


(b)          any
change in the official application, administration or interpretation of such laws or regulations in
the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”),


 


if (1) the Change of Tax Law is announced
on or after the Issue Date (or, if later, the date a jurisdiction becomes a relevant Tax Jurisdiction), (2) if there has been a
further issuance, such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant
to this Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company taking reasonable
measures available to it (including, without limitation, changing the jurisdiction from or through which payments are made).


 


Notwithstanding the foregoing, no such notice
of redemption may be given earlier than 60 days prior to the earliest date on which the Company (or any relevant Guarantor, as
applicable) would be obligated to pay such Excess Additional Amounts.


 


Prior to the giving of any notice of redemption
of the Notes pursuant to the foregoing, the Company shall deliver to the Trustee (1) an Officers’ Certificate stating that
the conditions precedent to the right of the Company to so redeem have occurred and that the obligation to pay Excess Additional
Amounts cannot be avoided by the Company by taking reasonable measures available to it, and (2) a written opinion of independent
legal counsel of recognized standing in the relevant Tax Jurisdiction addressed to the Trustee to the effect that the Company has
become obligated to pay Excess Additional Amounts as a result of a Change of Tax Law.


 


The foregoing provisions will apply mutatis
mutandis to any successor Person to the Company after such successor Person becomes a party to this Indenture.


 


For so long as the Notes are listed and
admitted for trading on the Euro MTF of the Luxembourg Stock Exchange, and to the extent the rules of the Luxembourg Stock Exchange
so require, the Company shall provide a copy of any such notice to the Luxembourg Stock Exchange. Notices of redemption will be
given in accordance with the provisions set forth under Section 3.03.


 


Article
IV


 


Covenants


 


4.01.         Payment
of Notes. The Company shall pay or cause to be paid the principal of, premium, if any, and interest on, the Notes on the dates
and in the manner provided in the Notes. Principal, premium, if any, and interest will be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. New York City Time on the due date money
deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any,
and interest then due.


 




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The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and interest at the rate equal to 2% per
annum in excess of the then applicable interest rate on the Notes to the extent lawful.


 


4.02.         Maintenance
of Office or Agency. The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which
may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration
of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may
be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee.


 


The Company may also from time to time designate
one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from
time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve
the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes.
The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.


 


The Company hereby designates the Corporate
Trust Office of the Trustee as the initial office or agency of the Company in accordance with Section 2.03 hereof.


 


4.03.         Reports.
 (a)          So long as any Notes are outstanding:


 


(i)          the
Company shall provide the Trustee and the Holders of the Notes with annual financial statements audited by an internationally recognized
firm of independent public accountants within 120 days after the end of the Company’s fiscal year, and unaudited quarterly
financial statements (including a balance sheet, income statement and cash flow statement for the fiscal quarter or quarters then
ended and the corresponding fiscal quarter or quarters from the prior year) within 60 days of the end of each of the first three
fiscal quarters of each fiscal year. Such annual and quarterly financial statements will be prepared in accordance with IFRS and
be accompanied by a management discussion and analysis of the results of operation and liquidity and capital resources of the Company
and its Subsidiaries for the periods presented in reasonable detail. English translations will be provided of any of the foregoing
documents prepared in another language;


 


(ii)         to
the extent not included in clause (i) above, the Company shall provide the Trustee and the Holders of the Notes copies (including
English translations or summaries of documents prepared in another language) of all public filings made with any securities exchange
or securities regulatory agency or authority within fifteen days of such filing (including, if publicly available in English on
the website of the Company, any filings made by the Company to the extent they contain material financial information of or related
to the Company); and


 




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(iii)        in
the event that the Company is not subject to Section 13 or 15(d) of the Exchange Act or exempt from reporting pursuant to Rule
12g3-2(b) of the Exchange Act, the Company shall make available, upon request, to any Holder of the Notes and any prospective purchaser
of the Notes the information required pursuant to Rule 144A(d)(4) under the Securities Act;


 


provided that any financial statements
or other information required to be furnished to the Trustee and Holders of the Notes by the Company under (i) through (iii) above
shall be deemed furnished if and when the Company posts such reports on the Company’s website on the Internet at www.maxcom.com.mx;
provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information,
documents or reports have been posted and provided, further that the Company shall promptly notify the Trustee in
writing whenever it shall have so posted such materials.


 


(b)          The
Company shall make the information and reports referred to in this Section 4.03 available to securities analysts and prospective
investors upon request. For so long as the Notes are listed on the Euro MTF, the alternative market of the Luxembourg Stock Exchange
and the rules of the Luxembourg Stock Exchange so require, the above information will also be made available in Luxembourg through
the offices of Deutsche Bank Luxembourg S.A., the Luxembourg listing agent.


 


(c)          If
the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information
required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial
statements or in the footnotes thereto, and in the section entitled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted
Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.


 


(d)          Delivery
of the reports, information and documents pursuant to this Section 4.03 to the Trustee is for informational purposes only and the
Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Company’s compliance with any of its
covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates.


 


4.04.         Compliance
Certificate. (a) The Company shall deliver to the Trustee: (1) within 120 days after the end of each fiscal year an Officers’
Certificate stating that the Company has fulfilled its obligations under this Indenture or, if there has been a Default or Event
of Default, specifying the Default or Event of Default and its nature and status; and (2) as soon as possible and in any event
within 15 Business Days after the Company becomes aware or should reasonably become aware of the occurrence of a Default or an
Event of Default, an Officers’ Certificate setting forth the details of the Default or Event of Default, and the action which
the Company proposes to take with respect thereto.


 




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(b)          So
long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants or the applicable
policies of the Company’s accountants, the year-end financial statements delivered pursuant to Section 4.03 hereof shall
be accompanied by a written statement of the Company’s independent public accountants (who shall be a firm of established
international reputation) that in making the examination necessary for certification of such financial statements, nothing has
come to their attention that would lead them to believe that the Company has violated any provisions of Article IV or Article V
hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that
such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.


 


(c)          So
long as any of the Notes are outstanding, the Company shall deliver to the Trustee, forthwith upon any Officer becoming aware of
any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.


 


4.05.         Taxes.
The Company shall pay or discharge, and will cause each of its Restricted Subsidiaries to pay or discharge, prior to delinquency,
all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings
or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.


 


4.06.         Stay,
Extension and Usury Laws. The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law
has been enacted.


 


4.07.         Restricted
Payments.  (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:


 


(i)          declare
or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’
Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company
or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’
Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified
Stock) of the Company and other than dividends or distributions payable to the Company or a Restricted Subsidiary of the Company);


 


(ii)         purchase,
redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving
the Company) any Equity Interests (a) of the Company or any direct or indirect parent of the Company or (b) of any Restricted Subsidiary
held by an Affiliate of the Company (other than a Restricted Subsidiary), including the exercise of any option to exchange any
Equity Interests (other than into Equity Interests of the Company that are not Disqualified Stock);


 




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(iii)        make
any payment on or with respect to, or purchase, redeem, defease, prepay, decrease or otherwise acquire or retire for value any
Indebtedness of the Company or any Restricted Subsidiary that is subordinated in right of payment to the Notes or the applicable
Guarantee, except a payment of interest or principal at the Stated Maturity thereof; or


 


(iv)         make
any Restricted Investment,


 


(all such payments and other actions set forth in these clauses
(i) through (iv) above being collectively referred to as “Restricted Payments”), unless,
at the time of and after giving effect to such Restricted Payment:


 


(A)         no
Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;


 


(B)         the
Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had
been made at the beginning of the applicable two-quarter period, have been permitted to incur at least U.S.$1.00 of additional
Indebtedness pursuant to the Leverage Ratio test set forth in Section 4.09(a) hereof;


 


(C)         such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted
Subsidiaries since the date of this Indenture (excluding Restricted Payments permitted by clauses (ii), (iii) and (vi) of paragraph
(b) of this Section 4.07), is less than the sum, without duplication, of:


 


(1)         50%
of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal
quarter immediately preceding the date of this Indenture to the end of the Company’s most recently ended fiscal quarter for
which financial statements are publicly available at the time of such Restricted Payment (or, if such Consolidated Net Income for
such period is a deficit, minus 100% of the amount of such deficit); plus


 


(2)         100%
of the aggregate net cash proceeds received by the Company since the date of this Indenture as a contribution to its common equity
capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale
of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been
converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold
or issued to a Subsidiary of the Company or Equity Interests of the Company sold or issued pursuant to irrevocable commitments
made prior to the date of this Indenture); plus


 




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(3)         to
the extent that one or more Restricted Investments that were made after the date of this Indenture is pursuant to this first paragraph
are sold for cash or otherwise liquidated or repaid for cash or otherwise results in a return on such Investments in cash, through
dividends, interest, distributions or otherwise, the lesser of (i) the cash return of capital with respect to all such Restricted
Investments (less the cost of disposition, if any) and (ii) the initial amount of all such Restricted Investments, in each case
taken as a whole; plus


 


(4)         to
the extent that any Unrestricted Subsidiary of the Company designated as such after the date of this Indenture is redesignated
as a Restricted Subsidiary after the date of this Indenture, the lesser of (i) the Fair Market Value of the Company’s Investment
in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary
was originally designated as an Unrestricted Subsidiary after the date of this Indenture, provided, however, that
the foregoing sum shall not exceed, in the case of any such Unrestricted Subsidiary, the amount of Restricted Investments previously
made (and treated as a Restricted Payment under this clause (C)) by the Company or any Restricted Subsidiary in such Person.


 


(b)          The
provisions of Section 4.07(a) hereof shall not prohibit:


 


(i)          the
payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend
or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment
would have complied with the provisions of this Indenture;


 


(ii)         so
long as no Default has occurred and is continuing or would be caused thereby, the making of any Restricted Payment in exchange
for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity
Interests of the Company (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital
to the Company; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment
will be excluded from clause (iv)(C)(2) of Section 4.07(a) hereof;


 


(iii)        so
long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption, defeasance or other acquisition
or retirement for value of Indebtedness of the Company or any Guarantor with the net cash proceeds from a substantially concurrent
incurrence of Permitted Refinancing Indebtedness;


 


(iv)         (A)
to the extent required by law, or by the by laws of any Restricted Subsidiary in effect on the date of this Indenture, or (B) so
long as no Default has occurred and is continuing or would be caused thereby and, in the case of this clause (B), provided that
no intercompany notes are outstanding pursuant to clause (a) of the definition of “Permitted Investments,” the payment
of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary
of the Company to the holders of its Equity Interests on a pro rata basis;


 




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(v)          so
long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled
or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary of the
Company issued on or after the date of this Indenture in accordance with the Leverage Ratio test described in Section 4.09(a) hereof;


 


(vi)         the
repurchase of Capital Stock deemed to occur upon the exercise of options or warrants if such Capital Stock represents all or a
portion of the exercise price thereof or payments in lieu of the issuance of fractional shares of Capital Stock; and


 


(vii)        other
Restricted Payments in an amount not to exceed U.S.$12,500,000 since the date of this Indenture.


 


The amount of all Restricted Payments (other
than cash and Indebtedness) shall be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 4.07 will be determined
by the Board of Directors of the Company whose resolution with respect thereto shall be delivered to the Trustee. The Board of
Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking
firm of international standing if the Fair Market Value exceeds U.S.$6,000,000.


 


4.08.         Dividend
and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction
of any kind on the ability of any Restricted Subsidiary to:


 


(i)          pay
dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries or with respect
to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its
Restricted Subsidiaries;


 


(ii)         make
loans or advances to the Company or any of its Restricted Subsidiaries;


 


(iii)        pay
any Indebtedness owed to the Company or any Restricted Subsidiary; or


 


(iv)         sell,
lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.


 






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(b)          The
restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under
or by reason of:


 


(i)          agreements
governing Existing Indebtedness as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals,
supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications,
renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect
to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;


 


(ii)         this
Indenture, the Notes and the Note Guarantees;


 


(iii)        applicable
law, rule, regulation or order or the applicable by-laws of the Company or any of its Restricted Subsidiaries as in effect on the
date of this Indenture;


 


(iv)         any
instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as
in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with
or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the
case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;


 


(v)          customary
non-assignment provisions in contracts and licenses entered into in the ordinary course of business;


 


(vi)         purchase
money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions
on the property purchased or leased of the nature described in clause (iv) of Section 4.08(a) hereof;


 


(vii)        any
agreement for the sale or other disposition of all or substantially all the stock or assets of a Restricted Subsidiary that restricts
distributions by that Restricted Subsidiary pending the sale or other disposition;


 


(viii)      Permitted
Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness
being refinanced;


 


(ix)         Liens
permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets
subject to such Liens;


 


(x)          customary
provisions relating to assets or properties in which the Company has Investments in joint ventures, provided that the Company was
allowed to make such Investment pursuant to the other terms of this Indenture; and


 


(xi)         customary
provisions existing in the documentation governing any Permitted Securitization.


 




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4.09.         Incurrence
of Indebtedness and Issuance of Preferred Stock. (a) The Company shall not and shall not permit any of its Restricted Subsidiaries
to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently
or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and
the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares
of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified
Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Leverage Ratio, as
of the Calculation Date, would have been no greater than (i) 4.25 to 1 in the case of any incurrence or issuance on or before December
31, 2013, (ii) 4.00 to 1 in the case of any incurrence or issuance on or after January 1, 2014 and on or before December 31, 2014,
and (iii) 3.50 to 1 in the case of any incurrence or issuance on or after January 1, 2015, determined on a pro forma basis (including
a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified
Stock or the preferred stock had been issued, as the case may be, as of the Calculation Date.


 


(b)          The
provisions of Section 4.09(a) hereof shall not prohibit, so long as no Default or Event of Default has
occurred and is continuing, the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):


 


(i)          the
incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness;


 


(ii)         the
incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued
in accordance with the terms and conditions of the Plan;


 


(iii)        the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, financings
or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price (whether
in an asset acquisition or acquisition of Equity Interests) or cost of design, construction, installation or improvement of property,
plant or equipment used in the Permitted Business of the Company or any of its Restricted Subsidiaries, in an aggregate principal
amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any
Indebtedness incurred pursuant to this clause (iii), not to exceed U.S.$15,000,000 at any time outstanding;


 


(iv)         the
incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net
proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than Intercompany
Indebtedness) that was permitted by this Indenture to be incurred under the first paragraph of this covenant or clauses (i), (ii)
or (iii) of this Section 4.09(b);


 


(v)          the
incurrence by the Company or any of its Wholly-Owned Restricted Subsidiaries of Intercompany Indebtedness between or among the
Company and any of its Wholly-Owned Restricted Subsidiaries; provided, however, that:


 




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(A)         if
the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior
payment in full in cash of all obligations with respect to the Notes, in the case of the Company, or the Note Guarantee, in the
case of a Guarantor; and


 


(B)         (1)
any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than
the Company or a Wholly-Owned Restricted Subsidiary of the Company and (2) any sale or other transfer of any such Indebtedness
to a Person that is not either the Company or a Wholly-Owned Restricted Subsidiary of the Company, will be deemed, in each case,
to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the
case may be, not permitted by this clause (v); and


 


(C)         such
Indebtedness is otherwise incurred in accordance with Section 4.23 hereof.


 


(vi)         the
issuance by any of the Company’s Wholly-Owned Restricted Subsidiaries to the Company or to any of its Wholly-Owned Restricted
Subsidiaries that is a Guarantor of shares of preferred stock; provided, however, that:


 


(A)         any
subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than
the Company or a Wholly-Owned Restricted Subsidiary of the Company that is a Guarantor;


 


(B)         any
sale or other transfer of any such preferred stock to a Person that is not either the Company or a Wholly-Owned Restricted Subsidiary
of the Company that is a Guarantor, and


 


(C)         will
be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted
by this clause (vi);


 


(vii)        the
incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations for the purpose
of managing the Company’s (or any Restricted Subsidiary’s) exposure to fluctuations in interest rates with respect
to Indebtedness permitted to be Incurred by the Company pursuant to this Indenture or protecting the Company (or its Restricted
Subsidiaries) against currency fluctuations in the ordinary course of business and not for speculative purposes;


 


(viii)      the
guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that
was permitted to be incurred by another provision of this Section 4.09; provided that if the Indebtedness being guaranteed
is subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or pari passu, as applicable,
to the same extent as the Indebtedness guaranteed;


 




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(ix)         the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect
to letters of credit issued in the ordinary course of business in respect of workers’ compensation claims or self-insurance,
or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims;


 


(x)          the
incurrence by the Company or any Restricted Subsidiary of Indebtedness consisting of performance and other similar bonds and reimbursement
obligations Incurred by the Company or any Restricted Subsidiary securing the performance of contractual,
franchise, concession or license obligations of the Company or a Restricted Subsidiary;


 


(xi)         Attributable
Debt with Respect to a Sale and Leaseback Transaction to the extent such Sale and Leaseback Transaction complies with the provisions
under Section 4.20;


 


(xii)        Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except
in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business provided, however,
that such Indebtedness is extinguished within five Business Days of incurrence;


 


(xiii)      Indebtedness
of the Company, to the extent the net proceeds thereof in their entirety are (i) used solely to purchase Notes tendered in a Change
of Control Offer or (ii) concurrently deposited to defease the Notes as described under Article XII hereof;


 


(xiv)        Indebtedness
consisting of (i) the financing of insurance premiums or (ii) take or pay obligations in supply agreements, in each case in the
ordinary course of business; and


 


(xv)         the
incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount at
any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or
discharge any Indebtedness incurred pursuant to this clause (xv), but excluding the indebtedness permitted by clauses (i) through
(xiv), not to exceed U.S.$20,000,000.


 


The Company shall not incur, and shall not
permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment
to any other Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually subordinated in right
of payment to the Notes and the applicable Note Guarantee on substantially identical terms.


 




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For purposes of determining compliance with
this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of
Permitted Debt described in clauses (i) through (xv) above or is entitled to be incurred pursuant to Section 4.09(a) hereof, the
Company shall be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion
of such item of Indebtedness, in any manner that complies with this Section 4.09. The accrual of interest, the accretion or amortization
of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms,
the reclassification of preferred stock as Indebtedness due to a change in accounting principles, the reclassification of accounts
payable as Indebtedness and the payment of dividends on Disqualified Stock or preferred stock of Restricted Subsidiaries in the
form of additional shares of the same class of Disqualified Stock or preferred stock of Restricted Subsidiaries will not be deemed
to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock of Restricted Subsidiaries for purposes
of this Section 4.09; provided, in each such case, that the amount of any such accrual, accretion or payment is included
in Consolidated Interest Expense of the Company as accrued. Notwithstanding any other provision of this Section 4.09, the maximum
amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed
to be exceeded solely as a result of fluctuations in exchange rates or currency values.


 


The amount of any Indebtedness outstanding
as of any date will be:


 


(A)         the
accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;


 


(B)         the
principal amount of the Indebtedness, in the case of any other Indebtedness; and


 


(C)         in
respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:


 


(1)         the
Fair Market Value of such assets at the date of determination; and


 


(2)         the
amount of the Indebtedness of the other Person.


 


For purposes of determining compliance with
any U.S. dollar denominated restriction on the incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness
denominated in a foreign currency shall be calculated based on the relevant currency exchange rate determined as the average daily
observed currency exchange rates reported by the Federal Reserve Bank of New York for the trailing 30 calendar day period, including
the date of incurrence, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness. The
principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness
being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such refinancing
indebtedness is denominated calculated based on the relevant currency exchange rates as calculated in the first sentence of this
paragraph.


 


4.10.         Asset
Sales.


 


(a)          Non-Collateral
Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:


 




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(i)          the
Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal
to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of as determined in good faith
by the Company’s Board of Directors (including as to the value of all non-cash consideration); and


 


(ii)         at
least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash and
is received at the time of such dispositions. For purposes of this provision, each of the following shall be deemed to be cash:


 


(A)         Cash
Equivalents;


 


(B)         any
liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary
(other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that
are assumed by the transferee of any such assets pursuant to a customary assumption agreement in which the transferee releases
the Company or such Restricted Subsidiary from further liability;


 


(C)         any
securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are
converted by the Company or such Restricted Subsidiary into cash within 30 days following the closing of such Asset Sale, to the
extent of the cash received in that conversion; and


 


(D)         any
Designated Non-cash Consideration received by the Company or such Restricted Subsidiary in such Asset Sale having an aggregate
fair market value, taken together with all other Designated Non-cash Consideration previously received pursuant to this clause
(D), not to exceed 1.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market
value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent
changes in value.


 


Within 365 days after the receipt of any
Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds:


 


(1)         to
permanently repay any Indebtedness, other than subordinated Indebtedness or any Indebtedness of a Subsidiary that is not a Guarantor
and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments
with respect thereto;


 


(2)         to
acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect
to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; or


 


(3)         to
purchase long-term property or assets or make a capital expenditure used or useful in a Permitted Business.


 




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Pending the final application of any Net
Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that
is not prohibited by this Indenture.


 


(b)          Collateral
Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate a Collateral Asset
Sale unless:


 


(i)          the
Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of the Collateral Asset
Sale at least equal to the Fair Market Value of such Collateral;


 


(ii)         with
respect to each such Collateral Asset Sale, the Company delivers an Officers’ Certificate to the Collateral Agent and the
Trustee dated no more than 15 days prior to the date of consummation of the relevant Collateral Asset Sale, certifying that such
sale complies with clause (a) above;


 


(iii)        at
least 75% of the consideration received for the Collateral sold by the Company or its Restricted Subsidiaries, as the case may
be, shall be in the form of cash or Cash Equivalents received at the time of such Collateral Asset Sale; provided that any other
consideration received for such Collateral shall constitute Collateral pursuant to appropriate Collateral Documents to which the
owner thereof is a party; and


 


(iv)         the
Net Proceeds therefrom shall be paid directly by the purchaser thereof to the Collateral Agent, as additional Collateral.


 


In the case of any Collateral Asset Sale,
the Company, within 360 days from the date of consummation of a Collateral Asset Sale, may apply all of the Net Proceeds therefrom
to purchase or otherwise invest in Replacement Collateral. Any such Net Proceeds not so applied will be applied to make an Asset
Sale Offer in accordance with the terms described under Section 3.09 hereof and this Section 4.10. In the case of a Collateral
Asset Sale that represents all or substantially all of the Collateral, all of the Net Proceeds therefrom will be immediately applied
to make an Asset Sale Offer in accordance with Section 3.09 hereof and this Section 4.10.


 


(c)          Event
of Loss. If the Company or a Restricted Subsidiary suffers an Event of Loss, the Net Proceeds therefrom will be paid directly
by the party providing such Net Proceeds to the Collateral Agent, pursuant to the applicable Collateral Document, as additional
Collateral. As any portion or all of the Net Proceeds from any such Event of Loss are received by the Collateral Agent, the Company
may apply all of such amount or amounts, as received, together with all interest earned thereon, individually
or in combination, (1) to purchase or otherwise invest in Replacement Collateral and (2) to restore the relevant Collateral. In
the event that the Company elects to restore the relevant Collateral pursuant to the foregoing clause (2), within 180 days of receipt
of such Net Proceeds from an Event of Loss, the Company shall:


 


(i)          give
the Trustee irrevocable written notice of such election, and


 




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(ii)         enter
into a binding commitment to restore such Collateral, a copy of which will be supplied to the Trustee, and will have 360 days from
the date of such binding commitment to complete such restoration, which will be carried out with due diligence. The Company shall
take such action, at its sole expense, as may be required to ensure that the Collateral Agent has, from the date of such purchase
or investment, a first ranking Lien on such Replacement Collateral.


 


Any such Net Proceeds that the Company does
not elect to apply within such 180 day period or does not actually apply within such 360 day period will be applied to make an
Asset Sale Offer in accordance with Section 3.09 hereof and this Section 4.10.


 


(d)          Replacement
Collateral. In the event that the Company decides pursuant to the foregoing provisions to apply any portion of the Net Proceeds
from a Collateral Asset Sale or an Event of Loss to purchase or otherwise invest in Replacement Collateral:


 


(i)          the
Company shall deliver an Officers’ Certificate to the Collateral Agent and the Trustee dated no more than 30 days prior to
the date of consummation of the relevant investment in Replacement Collateral, certifying that the purchase price for the amount
of the investment in Replacement Collateral does not exceed the Fair Market Value of such Replacement Collateral;


 


(ii)         the
Company shall deliver an Officers’ Certificate to the Collateral Agent and the Trustee certifying compliance with the provisions
of this Indenture and requesting the release of such certified purchase price to the Company (or the applicable Restricted Subsidiary),
free of the Lien of the Collateral Documents; and


 


(iii)        the
Company shall take such actions, at its sole expense, as may be required to permit the Collateral Agent, pursuant to the applicable
Collateral Document, to release such Net Proceeds, together with any interest thereon, from the Lien of the applicable Collateral
Document and to ensure that the Collateral Agent has, from the date of such purchase or investment, a first-priority Lien on such
Replacement Collateral pursuant to appropriate Collateral Documents.


 


Notwithstanding anything to the contrary
in the foregoing, pending application of such consideration to acquire Replacement Collateral or restore the relevant Collateral
in an Event of Loss, any consideration received in connection with a Collateral Asset Sale, an Event of Loss or an investment in
Replacement Collateral shall be paid directly by the purchaser thereof to the Collateral Agent or otherwise constitute Collateral
subject to a first-priority lien in form and substance satisfactory to the Collateral Agent.


 


(e)          Asset
Sales Offer. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of Section
4.10(a) hereof will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds
exceeds U.S.$5,000,000, within five days thereof, the Company shall make an Asset Sale Offer to all Holders of Notes and all holders
of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture
with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof to purchase
the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds
at the offer price specified in the next sentence. The offer price in any Asset Sale Offer will be equal to 100% of the principal
amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain
after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by
this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale
Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall select such other pari
passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds
will be reset at zero.


 




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The Company shall comply with the requirements
of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations
are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of
any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.10, the Company shall
comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section
3.09 hereof or this Section 4.10 by virtue of such compliance.


 


4.11.         Transactions
with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly,
make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property
or assets from, or enter into or make or amend or permit to exist any transaction, contract, agreement, understanding, loan, advance
or guarantee with, or for the benefit of, any Affiliate of the Company (each an “Affiliate Transaction”),
unless:


 


(i)          the
Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that
would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and


 


(ii)         


 


(A)         with
respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of
U.S.$2,500,000, (1) the terms of the Affiliate Transaction are set forth in writing; (2) a majority of the disinterested members
of the Board of Directors of the Company have determined in good faith that such Affiliate Transaction complies with this covenant
and have approved such Affiliate Transaction; and (3) the Company delivers to the Trustee a resolution of the Board of Directors
of the Company set forth in an Officers’ Certificate evidencing the fulfillment of the condition set out in clause (ii)(A)(2);
and


 


(B)         with
respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of
U.S.$6,000,000, in addition to the conditions set out in clause (ii)(A), the Company delivers to the Trustee a written opinion
to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries
issued by an investment banking firm of national standing.


 




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(b)          The
following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject
to the provisions of Section 4.11(a) hereof:


 


(i)          any
reasonable and customary employment agreement, employee benefit plan, officer or director indemnification agreement or any similar
arrangement entered into by the Company or any of its Restricted Subsidiaries and approved by the Board of Directors;


 


(ii)         transactions
exclusively between or among the Company and/or any of its Restricted Subsidiaries or exclusively between or among such Restricted
Subsidiaries;


 


(iii)        payment
of reasonable directors’ fees to directors of the Company and its Restricted Subsidiaries who are not otherwise Affiliates
of the Company as determined in good faith by the Company’s Board of Directors;


 


(iv)         any
issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company;


 


(v)          Restricted
Payments that do not violate Section 4.07 hereof;


 


(vi)         loans
or advances to employees in the ordinary course of business and in accordance with the past practices of the Company or its Restricted
Subsidiaries, but in any event not to exceed U.S.$500,000 in the aggregate at any time outstanding;


 


(vii)        transactions
with a Person that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary,
an Equity Interest in, or controls, such Person and no Affiliate of the Company (other than a Restricted Subsidiary thereof) owns
any Equity Interests in, or controls, such Person except through their ownership of the Company; and


 


(viii)      customary
and reasonable transactions in connection with a Permitted Securitization, including Standard Securitization Undertakings.


 


4.12.         Liens.
The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume
or suffer to exist any Lien of any kind on any asset or property of any character now owned or hereafter acquired by the Company
or any of its Restricted Subsidiaries or any proceeds, income or profits therefrom, or assign or convey any right to receive income
therefrom, except Permitted Liens.


 


4.13.         Business
Activities. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, engage, directly or indirectly,
in any business other than Permitted Businesses.


 


4.14.         Corporate
Existence. Subject to Article V hereof, the Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect:


 




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(a)          its
corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and


 


(b)          the
rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence
of any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Notes.


 


4.15.         Offer
to Repurchase Upon Change of Control. (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a “Change
of Control Offer”) to each Holder to repurchase all or any
part (equal to U.S.$150,000 or integral multiples of U.S.$1.00 above U.S.$150,000) of that Holder’s Notes at a purchase price
in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional
Amounts, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record
date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within
10 days following the date on which a Change of Control occurs, the Company shall mail, by first-class mail, a notice to each Holder,
with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and stating:


 


(i)          that
the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment;


 


(ii)         the
purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice
is mailed (the “Change of Control Payment Date”);


 


(iii)        that
any Note not tendered will continue to accrue interest;


 


(iv)         that,
unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change
of Control Offer will cease to accrue interest after the Change of Control Payment Date;


 


(v)          that
Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with
the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer,
to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the
Change of Control Payment Date;


 


(vi)         that
Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second
Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the
name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election
to have the Notes purchased; and


 




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(vii)        that
Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered, which unpurchased portion must be equal to a minimum of U.S.$150,000 in principal amount or an integral
multiple of U.S.$1.00 above U.S.$150,000.


 


The Company shall comply with the requirements
of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations
are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions
of any securities laws or regulations conflict with the provisions of Section 4.15 hereof, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such
compliance.


 


(b)          On
the Change of Control Payment Date, the Company shall, to the extent lawful:


 


(i)          accept
for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;


 


(ii)         deposit
with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered;
and


 


(iii)        deliver
or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate
principal amount of Notes or portions of Notes being purchased by the Company.


 


The Paying Agent will promptly mail or,
if sent through DTC, send in accordance with DTC’s applicable procedures (but in any event not later than five Business Days
after the Change of Control Payment Date), to each Holder of Notes properly tendered the Change of Control Payment for such Notes,
and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal
in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company shall publicly announce the results
of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.


 


(c)          Notwithstanding
anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of
Control Offer upon a Change of Control (i) if a third party makes the Change of Control Offer in the manner, at the times and otherwise
in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes properly tendered and not withdrawn
under the Change of Control Offer, or (ii) if a notice of redemption is given pursuant to Section 3.07 hereof and the redemption
described therein is effected in accordance therewith.


 


4.16.         Additional
Note Guarantees; Additional Security. (a) If the Company or any of its Restricted Subsidiaries acquires or creates any direct
or indirect Subsidiary after the date of this Indenture (a “New Subsidiary”), then the Company or such Restricted
Subsidiary shall, within ten Business Days after such formation or acquisition, cause such New Subsidiary to:


 




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(a)          become
a Guarantor and deliver to the Trustee a duly executed supplemental indenture and an Opinion of Counsel,
each of which shall be in form and substance satisfactory to the Trustee, pursuant to which such New Subsidiary will unconditionally
and irrevocably guarantee the Company’s obligations under the Notes, provided that any New Subsidiary that is designated
as an Unrestricted Subsidiary need not become a Guarantor until five Business Days after as it ceases
to be an Unrestricted Subsidiary; it being understood that such New Subsidiary shall take all required corporate
actions and obtain all necessary authorizations to effect the valid execution and delivery of such supplemental indenture and any
related documents; and


 


(b)          duly
execute and deliver to the Trustee and the Collateral Agent an Intercompany Subordination and Credit Agreement Supplement and an
Intercompany Trust Agreement Supplement; it being understood that such New Subsidiary shall take all required corporate
actions and obtain all necessary authorizations to effect the valid execution and delivery of such Intercompany
Subordination and Credit Agreement Supplement and Intercompany Trust Agreement Supplement.


 


4.17.         Designation
of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary
to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an
Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted
Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation
and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition
of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted
at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors
of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause
a Default.


 


Any designation of a Subsidiary of the Company
as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the
Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied
with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail
to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for
purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of
the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof,
the Company shall be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence
of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation will only be permitted if: (1) such Indebtedness is permitted under Section 4.09 hereof, and if such Indebtedness is
being permitted pursuant to Section 4.09(a), the Leverage Ratio set forth in Section 4.09(a) being calculated on a pro forma basis
as if such designation had occurred at the beginning of the two-quarter Reference Period; and (2) no Default or Event of Default
would be in existence following such designation.


 




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4.18.         Listing.
The Company shall use its best efforts to obtain and maintain listing of the Notes on the official list of the Luxembourg Stock
Exchange and to maintain the Notes admitted to trading on the Euro MTF, the alternative market of the Luxembourg Stock Exchange;
provided, however, that if the Company is unable to list the Notes on the Euro MTF, or if the Company is unable maintain
its listing on the Euro MTF, it will use its best efforts prior to the delisting of the Notes to list and maintain a listing of
the Notes on another internationally recognized stock exchange. In the event that a Restricted Subsidiary provides a Guarantee
or is released from its obligations under a Guarantee at a time when the Notes are listed on the Euro MTF, the Company shall, to
the extent required by the rules of the Luxembourg Stock Exchange, publish notice of the granting or release of such Restricted
Subsidiary Guarantee in the d’Wort, send a copy of such notice to the Luxembourg Stock Exchange and, in the case of
the granting of a new Restricted Subsidiary Guarantee, deposit a copy of the Restricted Subsidiary Guarantee with the Luxembourg
Stock Exchange and the Luxembourg Sub-Paying Agent.


 


4.19.         Withholding
Taxes. All payments under or in respect of the Notes or any Note Guarantee shall be made free and clear of, and without withholding
or deduction for or on account of, any present or future taxes, duties, levies, imposts, assessments or governmental charges (including
penalties, interest and additions related thereto) (collectively, “Taxes”) of whatever nature imposed, levied,
collected, withheld or assessed unless such withholding or deduction is required by law. In the event of any such withholding or
deduction imposed or levied by a Tax Jurisdiction is required to be made from any payments under or
with respect to the Notes or any Note Guarantee, the Company or the relevant Guarantor, as applicable, shall pay to Holders of
the Notes such additional amounts (“Additional Amounts”) as will result
in the net payment to such Holder (including Additional Amounts) of the amount that would otherwise have been receivable by such
Holder in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable with respect to:


 


(a)          any
Taxes that would not have been so withheld or deducted but for the Holder or Beneficial Owner of the Notes having a present or
former connection to the relevant Tax Jurisdiction (including having a permanent establishment for tax purposes in such Tax Jurisdiction,
being a citizen or resident or national of, incorporated in or carrying on a business, in the relevant Tax Jurisdiction in which
such Taxes are imposed) other than the mere receipt of payments in respect of the Notes or any Note Guarantee, the mere holding
or ownership of such Note or beneficial interest in the Note or the exercise of any rights under the
Notes or this Indenture;


 


(b)          where
presentation is required for payment on a Note, any Taxes that would not have been so withheld or deducted if the Note had been
presented for payment within 30 days after the Relevant Date, except to the extent that the Holder would have been entitled to
Additional Amounts had the Note been presented on any day during such 30 day period and there were no additional withholdings or
deductions as a result of such late presentment;


 


(c)          any
Taxes that would not have been so withheld or deducted but for the failure by the Holder or the Beneficial Owner of the Note or
any payment in respect of such Note, after written request made to that Holder or Beneficial Owner at least 60 days before any
such withholding or deduction would be payable, by the Company or the relevant Guarantor, the Trustee or the Paying Agent, as applicable,
to comply with any certification, identification, information, documentation or other similar reporting requirement concerning
its nationality, residence, identity or connection with the relevant Tax Jurisdiction, which is required or imposed by a statute,
regulation or administrative practice of the relevant Tax Jurisdiction as a precondition to exemption from all or part of such
Taxes;


 




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(d)          any
estate, inheritance, gift, sales, transfer, personal property or similar Taxes imposed with respect to any Note;


 


(e)          any
Taxes payable other than by withholding or deduction;


 


(f)          any
withholding or deduction imposed on a payment to an individual that is required to be made pursuant to the European Union Directive
on the taxation of savings income (the “Directive”) implementing the conclusions of the European Council
of Economic and Finance Ministers (ECOFIN) meeting on June 3, 2003, or any law implementing or complying with, or introduced in
order to conform to, such Directive;


 


(g)          any
Taxes imposed in connection with a Note presented for payment (where presentation is required) by or on behalf of a Holder or Beneficial
Owner thereof who would have been able to avoid such tax by presenting the relevant Note to another paying agent; or


 


(h)          any
combination of (a) through (g) above.


 


Notwithstanding the foregoing, the limitations
on the Company’s (or any relevant Guarantor’s, as applicable) obligation to pay Additional Amounts set forth in clauses
(c) and (h) above shall not apply if (i) the provision of information, documentation or other evidence described in such clauses
(c) and (h) 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 rules, regulations or administrative
practice) than comparable information or other reporting requirements imposed under U.S. tax law, regulation
and administrative practice as of the Issue Date (such as IRS Forms W-8, W-8BEN and W-9) or (ii) Article 195, Section II of the
Mexican Income Tax Law, or a substantially similar successor of such provision is in effect, unless the provision of the information,
documentation or other evidence described in clauses (c) and (h) is expressly required by statute, regulation, or official administrative
practice of general application in order to apply Article 195, Section II of the Mexican Income Tax Law (or a substantially similar
successor of such rule), 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 Article 195, Section II of the Mexican Income
Tax Law. In addition, such clauses (c) and (h) shall not be construed to require a non-Mexican pension or retirement fund or a
non-Mexican financial institution or another Holder to register with the Ministry of Finance and Public Credit (Servicio de
Administración Tributaria) for the purpose of establishing eligibility for an exemption from or reduction of Mexican
withholding tax or to require that a Holder or Beneficial Owner certify or provide information concerning whether it is or is not
a tax-exempt pension or retirement fund.


 




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If the Directive imposes taxes upon Notes,
the Company shall use commercially reasonable efforts to maintain a paying agent with a specified office in a member state of the
European Union that will not be obligated to withhold or deduct tax pursuant to the Directive or any law implementing or complying
with, or introduced in order to conform to, the Directive.


 


References to principal, interest or any
other amount payable on or in respect of any Note shall be deemed also to refer to any Additional Amounts which may be payable
as set forth in this Indenture or in the Notes to the extent that Additional Amounts are, were or would be payable in respect thereof.


 


At least ten Business Days prior to the
first interest payment date (and at least ten Business Days prior to each succeeding interest payment date if there has been any
change with respect to the matters set forth in the below mentioned Officers’ Certificate), the Company or the relevant Guarantor,
as applicable, will furnish to the Trustee and the Paying Agent an Officers’ Certificate instructing the Trustee and the
Paying Agent whether payments of principal of or interest on the Notes due on such interest payment date shall be made without
deduction or withholding for or on account of any Taxes by the Tax Jurisdictions (other than the jurisdiction where the Trustee
is located or organized). If any such deduction or withholding shall be required, at least 20 days prior to such interest payment
date (unless the obligation to pay Additional Amounts arises after the 20th day prior to the payment date, in which case the Company
or the relevant Guarantor shall notify the Trustee and the Paying Agent promptly thereafter), the Company, or the relevant Guarantor,
as applicable, will furnish the Trustee and the Paying Agent with an Officers’ Certificate that specifies the amount, if
any, required to be withheld on such payment to Holders of the Notes. If the Company or any Guarantor is obligated to pay Additional
Amounts with respect to such payment, the Officers’ Certificate must also set forth any other information reasonably necessary
to enable the Paying Agent to pay Additional Amounts to the Holders on the relevant payment date. For these purposes, any Officers’
Certificate required by this Indenture to be provided to the Trustee and the Paying Agent shall be deemed to be duly provided if
telecopied to the Trustee and the Paying Agent.


 


The Company or the relevant Guarantor, as
applicable, will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the
relevant tax authority in accordance with applicable law. The Company or the relevant Guarantor, as applicable, will obtain official
receipts from each tax authority evidencing the payment of any Taxes so deducted or withheld, or, if such receipts are not obtainable,
such other documentation reasonably acceptable to the Trustee. The Company, or the relevant Guarantor, as applicable, shall furnish
to the Trustee the official receipts (or a certified copy of the official receipts or other such documentation, as applicable)
evidencing payment of Taxes. The Company or the relevant Guarantor, as applicable, will attach to each certified copy or other
such documentation, as applicable, a certificate stating (x) that the amount of such Tax evidenced by the certified copy was paid
in connection with payments under or with respect to the Notes then outstanding upon which such Taxes were due and (y) the amount
of such withholding tax paid per U.S.$1.00 of principal amount of the Notes. Copies of such receipts or other such documentation,
as applicable, shall be made available to Holders of the Notes upon written request.


 


The Company and the relevant Guarantor,
as applicable, shall promptly pay when due, and indemnify the Holder for, any present or future stamp, issue, registration, court
and/or documentary taxes, and/or any other excise taxes, similar charges or similar levies imposed by the Tax Jurisdictions on
the execution, delivery, registration or enforcement of any of the Notes, this Indenture, any Guarantee or any other document or
instrument referred to herein or therein.


 




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The Company and any relevant Guarantor,
as applicable, will indemnify and hold harmless each Holder of Notes and, upon written request of any Holder of Notes, reimburse
each such Holder, for the amount of:


 


(1)         any
Taxes (other than Taxes excluded under clauses (a) through (h)) levied or imposed and paid by such Holder as a result of payments
made on or with respect to the Notes; provided that reasonable supporting documentation is provided; and


 


(2)         any
Taxes (other than Taxes excluded under clauses (a) through (h)) levied or imposed with respect to any reimbursement under the foregoing
clause (1), so that the net amount received by such Holder after such reimbursement will not be less than the net amount the Holder
would have received if Taxes (other than Taxes excluded under clauses (a) through (h)) on such reimbursement had not been imposed.


 


Any payments made pursuant to the preceding
sentence will be treated as Additional Amounts for all relevant purposes.


 


4.20.         Sale
and Leaseback Transactions. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, enter into any Sale and Leaseback Transaction with respect to any property or assets unless:


 


(a)             the
Company or the Restricted Subsidiary, as applicable, would be entitled to:


 


(i)          incur
Indebtedness in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to Section
4.09; and


 


(ii)         create
a Lien on such property or assets securing such Attributable Debt pursuant to Section 4.12.


 


in which case, the corresponding Indebtedness and Lien will
be deemed incurred pursuant to those provisions, and


 


(b)             the
Company complies with Section 4.10 hereof in respect of such transaction.


 


4.21.         Limitation
on the Sale or Issuance of Capital Stock of Restricted Subsidiaries. The Company:


 


(a)             shall
not, and shall not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any Capital Stock of any
Restricted Subsidiary to any Person (other than the Company or a Wholly-Owned Restricted Subsidiary); and


 


(b)            shall
not permit any Restricted Subsidiary to issue any of its Capital Stock (other than, if necessary, shares of its Capital Stock constituting
directors’ or other legally required qualifying shares) to any Person (other than to the Company or a Wholly-Owned Restricted
Subsidiary), unless:


 




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(i)          immediately
after giving effect to such issuance, sale or other disposition, neither the Company nor any of its Subsidiaries own any Capital
Stock of such Restricted Subsidiary;


 


(ii)         immediately
after giving effect to such issuance, sale or other disposition, such Restricted Subsidiary would no longer constitute a Restricted
Subsidiary and any Investment in such Person remaining after giving effect thereto would have been permitted to be made under Section
4.07 if made on the date of such issuance, sale or other disposition; or


 


(iii)        immediately
after giving effect to such issuance, sale or other disposition, such Restricted Subsidiary would continue
to constitute a Restricted Subsidiary and the Company or such Restricted Subsidiary applies the Net Proceeds of any such sale in
accordance with Section 4.10 hereof.


 


4.22.         No
Impairment of Security Interests. Neither the Company nor any of its Restricted Subsidiaries will be permitted to take any
action, or knowingly or negligently omit to take any action, which action or omission might or would have the result of materially
impairing the security interest with respect to the Collateral for the benefit of the Collateral Agent, the Trustee and the Holders
of the Notes, including the failure to obtain any required approval or any material defect in the creation, perfection or first-priority
status of any Lien granted pursuant to the Collateral Documents. The Company shall cause the Restricted Subsidiaries to comply
with their respective obligations under the Collateral Documents. The Company shall not amend, modify or supplement, or permit
or consent to any amendment, modification or supplement of, the Collateral Documents in any way that would be adverse to the Holders
of the Notes in any material respect, except as described under Article X hereof or as permitted under Article IX hereof.


 


4.23.         Limitation
on Intercompany Indebtedness.


 


(i)             The
Company shall, and shall cause its Subsidiaries, to cause all existing and future Intercompany Indebtedness (other than Ordinary
Course Intercompany Indebtedness) to be subordinated to the Notes pursuant to the terms of the Intercompany Subordination and Credit
Agreement and the Intercompany Trust Agreement, the terms of which, among other things, will provide that (i) no cash payments
will be permitted to be made in respect of such Intercompany Indebtedness while any of the Notes remain outstanding and (ii) all
such Intercompany Indebtedness will be subordinated to the Notes in liquidation and in right of payment.


 


(ii)             All
existing and future Ordinary Course Intercompany Indebtedness will be incurred or deemed incurred pursuant to, and in accordance
with the terms of, the Intercompany Subordination and Credit Agreement, the terms of which, among other things, will provide that
(i) the Company and/or its Subsidiaries will be permitted to incur additional Ordinary Course Intercompany Indebtedness and make
and collect payments in respect of such Ordinary Course Intercompany Indebtedness so long as such Ordinary Course Intercompany
Indebtedness is incurred, and such payments are made or collected, in the ordinary course of business consistent with past practice
and (ii) all such Ordinary Course Intercompany Indebtedness will be subordinated to the Notes in liquidation and in right of payment
(subject to the preceding clause (i)).


  



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(iii)        During
the pendency of any proceeding filed by or against the Company or any of its Subsidiaries seeking relief as debtor, or seeking
to adjudicate the Company or any of its Subsidiaries as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment
or composition of the Company or any of its Subsidiaries or its debts under any law relating to bankruptcy, insolvency, reorganization,
concurso mercantil, quiebra, or relief of debtors, or seeking appointment of a receiver, trustee, assignee, custodian, liquidator
or visitador, conciliador or síndico or any other similar official for the Company or any of its Subsidiaries
or for any substantial part of their property, the Company shall, and shall cause each of its Subsidiaries to, vote any claims
that the Company or any Subsidiary of the Company might have based on Intercompany Indebtedness in the same manner as the majority
of the unaffiliated third-party creditors of the Company and its Subsidiaries pursuant to the terms of the Intercompany Subordination
and Credit Agreement and the Intercompany Trust Agreement.


 


(iv)        Neither
the Company nor any of its Subsidiaries will (i) enter into or maintain any Intercompany Indebtedness other than Intercompany
Indebtedness under the Intercompany Subordination and Credit Agreement in accordance with the
terms of this Section 4.23, or (ii) amend or waive any part of the documentation with
respect to Intercompany Indebtedness in any way that would result in (x) a violation of this Indenture or the Collateral Documents
or (y) a change of any kind in the provisions of such documentation relating to the subordination of the Intercompany Indebtedness.


 


(v)         Upon
the occurrence and during the continuation of an Event of Default, the Company shall not make any payment to any Subsidiary pursuant
to the terms of any Intercompany Indebtedness and shall not take any action that could cause or result in such payment being made.


 


4.24.     Excess
Capital Contribution Offer. (a) The Company shall use 50% of any Excess Capital Contribution greater than U.S.$5,000,000 (the
“Excess Capital Contribution Amount”) to make an offer to each Holder of Notes to repurchase such Holder’s
Notes at the offer price specified in the next sentence (an “Excess Capital Contribution Offer”). The offer
price in any Excess Capital Contribution Offer will be equal to 85% of the principal amount of the Notes plus accrued and unpaid
interest and Additional Amounts, if any, on the Notes repurchased to the date of purchase, and shall be payable by the Company
in cash. If the aggregate principal amount of Notes tendered into such Excess Capital Contribution Offer, taking into account the
offer price of 85% of the principal amount of the Notes, exceeds the Excess Capital Contribution Amount, the Company shall select
the Notes to be purchased in accordance with the selection procedures set forth in Section 3.02 hereof. Any portion of the Excess
Capital Contribution that remains after consummation of an Excess Capital Contribution Offer may be used by the Company for any
purpose not otherwise prohibited by this Indenture.


  



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(b)          Within
10 days following the date on which the Company has received all Excess Capital Contributions to be made in connection with the
Purchaser’s Capital Contribution (and the total Excess Capital Contributions exceed U.S.$5,000,000), the Company shall mail,
by first-class mail or, if sent through DTC, send in accordance with DTC’s applicable procedures, a written notice to each
Holder, with a copy to the Trustee, stating the Excess Capital Contribution Amount and offering to repurchase Notes on the Excess
Capital Contribution payment date specified in such notice, which date will be no earlier than 30 days and no later than 60 days
from the date such notice is mailed, pursuant to the procedures required by this Indenture and described in such notice.


 


(c)          The
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder
to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Excess Capital
Contribution Offer. To the extent that the provisions of any securities laws or regulations conflict with the Excess Capital Contribution
Offer provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not
be deemed to have breached its obligations under this Section 4.24 by virtue of such compliance.


 


Article
V



Successors


 


5.01.      Merger,
Consolidation, or Sale of Assets. The Company shall not, directly or indirectly: (1) consolidate, merge or reorganize with
or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken
as a whole, in one or more related transactions, to another Person, unless:


 


(a)          either:


 


(i)          the
Company is the surviving corporation; or


 


(ii)         the
Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer,
conveyance or other disposition has been made is a corporation organized or existing under the laws of Mexico, a member of the
European Union or the United States, any state of the United States or the District of Columbia;


 


(b)          the
Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment,
transfer, lease, conveyance or other disposition has been made expressly assumes all the obligations of the Company under the Notes
and this Indenture pursuant to agreements satisfactory to the Trustee;


 


(c)          immediately
after such transaction, no Default or Event of Default exists;


 


(d)          the
Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma
effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable two-quarter
period, (i) be permitted to incur at least U.S.$1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in
Section 4.09(a) hereof or (ii) have a Leverage Ratio no greater than the Leverage Ratio of the Company immediately prior to
giving effect to such transaction;


 


 



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(e)          the
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel
in the relevant jurisdictions, each stating, in the form and substance satisfactory to the Trustee, that such consolidation, merger
or transfer and the agreements referred to in clause (b) of this Section 5.01 comply with this Indenture (provided that
such Opinions of Counsel may assume, among other things, the satisfaction of all financial ratios in connection with such transaction).


 


In addition, the Company shall not, directly
or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole,
in one or more related transactions, to any other Person.


 


5.02.     Successor
Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition
of all or substantially all of the properties or assets of the Company in a transaction that is subject to, and that complies with
the provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Company is
merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted
for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition,
the provisions of this Indenture referring to the “Company” or the “Issuer” shall refer instead to the
successor Person and not to the Company), and may exercise every right and power of the Company under this Indenture with the same
effect as if such successor Person had been named as the Company and Issuer herein and
shall be bound by all the terms and conditions of this Indenture, the Collateral Documents and all related agreements; provided,
however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the
Notes except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies
with the provisions of, Section 5.01 hereof, in which case the predecessor Company shall be discharged from all of its obligations
under this Indenture and the Notes.


 


Article
VI



Defaults and Remedies


 


6.01.     Events
of Default. Each of the following is an “Event of Default”:


 


(a)          default
for 30 days in the payment when due of interest or any Additional Amounts on the Notes;


 


(b)          default
in the payment when due (whether at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes;


 


(c)          failure
by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 4.15, Section 4.24 or Section 5.01
hereof;


  



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(d)          failure
by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding
voting as a single class to comply with any of the other covenants or agreements in this Indenture;


 


(e)          default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture,
if that default:


 


(i)          is
caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace
period provided in such Indebtedness on the date of such default (a “Payment Default”); or


 


(ii)         results
in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates U.S.$10,000,000 or more;


 


(f)          failure
by the Company or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts
of competent jurisdiction aggregating in excess of U.S.$10,000,000, which judgments are not paid, discharged or stayed for a period
of 60 days;


 


(g)          except
as permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable
or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any authorized Person acting on behalf
of any Guarantor, denies or disaffirms its obligations under its Note Guarantee, or any Collateral Document is held in any judicial
proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect; 


 


(h)          the
Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of
Bankruptcy Law:


 


(i)          commences
a voluntary case,


 


(ii)         consents
to the entry of an order for relief against it in an involuntary case,


 


(iii)        consents
to the appointment of a custodian of it or for all or substantially all of its property,


 


(iv)        makes
a general assignment for the benefit of its creditors, or


 


(v)         generally
is not paying its debts as they become due; and


  



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(i)          (x)
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(i)          is
for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary in an involuntary case;


 


(ii)         appoints
a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries
of the Company that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property
of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of
the Company that, taken together, would constitute a Significant Subsidiary; or


 


(iii)        orders
the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; and


 


(y)  such order or decree
remains unstayed and in effect for 60 consecutive days.


 


6.02.      Acceleration.
In the case of an Event of Default specified in clause (h) or (i) of Section 6.01 hereof, with respect to the Company, any
Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that,
taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without
further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any
such declaration, the Notes shall become due and payable immediately.


 


The Holders of a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration
and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except
non-payment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived
and the Company has paid or deposited, or caused to be paid or deposited, with the Trustee a sum sufficient to pay all sums paid
or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel.


 


6.03.     Other
Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment
of principal, premium if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.


 


The Trustee may maintain a proceeding even
if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or
any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.


  



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6.04.     Waiver
of Defaults. Subject to Section 6.02, Holders of not less than a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default
and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium, if
any, or interest on, the Notes (including in connection with an offer to purchase); provided, however, that the Holders
of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its
consequences, including any related payment default that resulted from such acceleration. Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


 


6.05.     Control
by Majority. Holders of a majority in aggregate principal amount of the then outstanding Notes may, in writing, direct the
time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust
or power conferred on it. However, the Trustee may, in good faith as determined by a Responsible Officer of the Trustee, refuse
to follow any direction that conflicts with applicable law or this Indenture that the Trustee determines may be unduly prejudicial
to the rights of other Holders of Notes or that may involve the Trustee in personal liability.


 


6.06.     Limitation
on Suits. A Holder may pursue a remedy with respect to this Indenture or the Notes only if:


 


(a)          such
Holder gives to the Trustee written notice that an Event of Default is continuing;


 


(b)          Holders
of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the
remedy;


 


(c)          such
Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to the Trustee against any
loss, liability or expense;


 


(d)          the
Trustee does not comply with such written request within 60 days after receipt of such request and the offer of security or indemnity;
and


 


(e)          during
such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a
direction inconsistent with such request.


 


A Holder of a
Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference
or priority over another Holder of a Note.


 


6.07.         Rights
of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a
Note to receive payment of principal, premium, if any, and interest on the Note, on or after the respective
due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.


 



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6.08.         Collection
Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) hereof occurs and is continuing, the Trustee is
authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal
of, premium, if any, and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest
and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 


6.09.         Trustee
May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel and all other amounts due to the Trustee pursuant to Section 7.07 hereof) and
the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its
creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable
or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent
that the payment of any such reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under
any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting
the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding,
in each case absent express authorization from such Holder. Notwithstanding the foregoing or any proof of claim that may
have been filed by the Trustee, the parties hereto acknowledge and agree that the Holder or Beneficial Owner shall have the right
to participate individually in any receivership, insolvency, liquidation, bankruptcy, reorganization, concurso mercantil,
quiebra, arrangement, adjustment, composition, or other judicial proceeding relative to the Company or any Guarantor or
the property of the Company or such Guarantor or their creditors, to the extent such participation is permissible under applicable
law, and to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same
in accordance with this Indenture.


 


6.10.         Priorities.
If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order:


 


First: to the Trustee, its
agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities
incurred, and all advances made, by the Trustee, and the costs and expenses of collection;


  



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Second: to Holders of Notes
for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of
any kind, according to the amounts due and payable on the Notes for principal, premium, if any and interest, respectively; and


 


Third: to the Company or
to such party as a court of competent jurisdiction shall direct.


 


The Trustee may
fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.


 


6.11.         Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant
to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.


 


Article
VII



Trustee


 


7.01.         Duties
of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or
use under the circumstances in the conduct of such person’s own affairs.


 


(b)          Except
during the continuance of an Event of Default:


 


(i)          the
duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and


 


(ii)         in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the
requirements of this Indenture but need not confirm or investigate
the accuracy of mathematical calculations or other facts stated therein.


  



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(c)          The
Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:


 


(i)          this
paragraph does not limit the effect of paragraph (b) of this Section 7.01;


 


(ii)         the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts; and


 


(iii)        the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 6.05 hereof or for exercising any trust power
conferred upon the Trustee under this Indenture with respect to the Notes.


 


(d)          Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.


 


(e)          No
provision of this Indenture will require the Trustee to expend or risk its own funds or incur
any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture or any related
agreement at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity reasonably satisfactory
to it against any loss, liability or expense.


 


(f)          The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


7.02.         Rights
of Trustee. (a) The Trustee may conclusively rely and shall be
fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed
or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.


 


(b)          Before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion
of Counsel. The Trustee may consult with counsel of its own selection and the opinion or written advice of such counsel or any
Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon.


 


(c)          The
Trustee may execute any
of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its attorneys and agents
and shall not be responsible for the misconduct or negligence of any agent appointed with due care.


 


(d)          The
Trustee shall not be liable for any action it takes, suffers or omits to take in good faith that it believes to be authorized or
within the rights or powers conferred upon it by this Indenture.


  



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(e)          Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient
if signed by an Officer of the Company.


 


(f)          The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against
the costs, losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.


 


(g)          The
Trustee shall not be deemed to have notice of a Default or an Event of Default unless (i) a Responsible Officer of the Trustee
has actual knowledge thereof or (ii) the Trustee has received written notice thereof from the Company or any Holder at
its Corporate Trust Office and such notice references this Indenture and the Notes.


 


(h)          The
permissive rights of the Trustee enumerated herein shall not be construed as duties.


 


(i)          Before
the Trustee takes any action under Section 6.01(d) or 6.02, it may request direction from Holders of at least 25% in aggregate
principal amount of outstanding Notes.


 


(j)          In
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.


 


(k)          The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other
Person employed to act hereunder.


 


(l)          The
Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.


 


(m)         The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
upon reasonable prior notice and during normal business hours to examine the books and records of the Company, personally or by
agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of
such inquiry or investigation.


 


(n)          The
Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture.


  



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7.03.         Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise
deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the
event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, if required, apply to
the SEC for permission to continue as trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do
the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.


 


7.04.         Trustee’s
Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture,
the Notes, the Note Guarantees or the Collateral Documents, it shall not be accountable for the Company’s use of the proceeds
from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it
shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall
not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the
sale of the Notes or pursuant to this Indenture other than its certificate of authentication and
such statements and recitals shall be taken as those of the Company.


 


7.05.         Notice
of Defaults. If a Default or Event of Default occurs and is continuing and if it is actually known to a Responsible Officer
of the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it
occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on, any Note,
or a default pursuant to clause (e) or (f) of Section 6.01, the Trustee shall
be protected in withholding the notice if and so long as a Responsible Officer of the Trustee in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.


 


7.06.         Reports
by Trustee to Holders of the Notes. (a) Within 60 days after each June 15 beginning with the June 15 following the date of
this Indenture, and for so long as Notes remain outstanding, the Trustee shall transmit to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred
within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA §
313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA § 313(c).


 


(b)            A
copy of each report at the time of its transmission to the Holders of Notes will be mailed by the Trustee to the Company and filed
by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company
shall promptly notify the Trustee when the Notes are listed on any stock exchange and of any delisting thereof.


 


7.07.         Compensation
and Indemnity. (a) The Company and the Guarantors will jointly and severally pay to the Trustee from time to time compensation
as agreed in writing between the Company and the Trustee from time
to time for its acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for
all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such
expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.


  



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(b)          The
Company and the Guarantors will jointly and severally indemnify the Trustee and
its agents against any and all losses, damages, claims liabilities
or expenses (including any environmental liabilities) incurred by it arising out of or in connection with the acceptance or administration
of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors
(including this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder
or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except
to the extent any such loss, damage, claim liability or expense
may be attributable to its negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company or any of the Guarantors of
their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. Neither the Company
nor any Guarantor need pay for any settlement made without its consent, which consent shall not be unreasonably withheld. In the
event that the Company does not accept the defense of a claim as provided above, the Trustee shall have the full right to defend
against such claim in its sole discretion, and pursue its rights hereunder.


 


(c)          The
obligations of the Company and the Guarantors under this Section 7.07 will survive the resignation or removal of the Trustee and
the satisfaction and discharge of this Indenture.


 


(d)          To
secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior
to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest
on particular Notes. Such Lien will survive the resignation or removal of the Trustee and the satisfaction and discharge of this
Indenture.


 


(e)          When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(h) or (i) hereof occurs, the
expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute
expenses of administration under any Bankruptcy Law.


 


(f)          The
Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.


 


7.08.      Replacement
of Trustee. (a) A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only
upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.


 


(b)          The
Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders
of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and
the Company in writing. The Company may remove the Trustee if:


  



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(i)          the
Trustee fails to comply with Section 7.10 hereof;


 


(ii)         the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


 


(iii)        a
custodian or public officer takes charge of the Trustee or its property; or


 


(iv)        the
Trustee becomes incapable of acting.


 


(c)          If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly, but
in no event later than 45 days after such resignation or removal, appoint a successor Trustee. Within one year after the successor
Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor
Trustee to replace the successor Trustee appointed by the Company.


 


(d)          If
a successor Trustee does not take office within 45 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may, at the expense of
the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


(e)          If
the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10
hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


 


(f)          A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon,
the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers
and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring
Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring
Trustee.


 


7.09.      Successor
Trustee by Merger, Etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its
corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee.


 


7.10.      Eligibility;
Disqualification. There will at all times be a Trustee hereunder that is a corporation organized and doing business under the
laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power,
that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at
least U.S.$50,000,000 as set forth in its most recent published annual report of condition.


  



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This Indenture
will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5).
The Trustee is subject to TIA § 310(b).


 


7.11.      Preferential
Collection of Claims Against Company. The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed
in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated
therein.


 


Article
VIII



Legal Defeasance and Covenant Defeasance


 


8.01.      Option
to Effect Legal Defeasance or Covenant Defeasance. The Company may at any time, at the option of its Board of Directors evidenced
by a resolution set forth in an Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all
outstanding Notes upon compliance with the conditions set forth below in this Article VIII.


 


8.02.    Legal
Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.02, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all outstanding Notes and all obligations of the Guarantors
discharged with respect to their Note Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid
and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees),
which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections
of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes,
the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:


 


(a)          the
rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, and
any Additional Amounts that may be due and payable, if any, on, such Notes when such payments are due from the trust referred to
in Section 8.04 hereof;


 


(b)          the
Company’s obligations with respect to such Notes under Article II and Section 4.02 hereof;


 


(c)          the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations
in connection therewith; and


 


(d)          this
Article VIII.


 


Subject to compliance with this Article
VIII, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section
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8.03.      Covenant
Defeasance. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the
Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released
from each of their obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16,
4.17, 4.20, and 4.21 hereof and clause (d) of Section 5.01 hereof with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the
Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company and the
Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture
and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01
hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(c) and 6.01(d) hereof shall not constitute Events of Default.


 


8.04.      Conditions
to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02
or Section 8.03 hereof:


 


(a)          the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized
firm of independent public accountants, to pay the principal of, premium, if any, and interest, and any Additional Amounts that
may be due and payable, if any, on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption
Date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or
to a particular Redemption Date;


 


(b)          in
the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that:


 


(i)          the
Company has received from, or there has been published by, the Internal Revenue Service a ruling; or


 


(ii)         since
the date of this Indenture, there has been a change in the applicable federal income tax law,


 


in either case to the effect that, and based thereon such Opinion
of Counsel shall confirm that, the Beneficial Owners of the outstanding Notes will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;


  



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(c)          in
the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion
of Counsel in the United States reasonably acceptable to the Trustee confirming that the Beneficial Owners of the outstanding Notes
will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be
subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;


 


(d)          the
Company must deliver to the Trustee an Opinion of Counsel in Mexico to the effect that (A) the Beneficial
Owners of the outstanding Notes will not recognize income, gain or loss for Mexican Tax purposes as a result of such deposit and
defeasance and will be subject to Mexican Taxes, in the same manner and at the same times as would have been the case if such deposit
and defeasance had not occurred, and (B) payments from the defeasance trust will be made free and clear of, and without withholding
or deduction for or on account of any present or future Taxes imposed, levied, collected, withheld or assessed by Mexico or any
political subdivision or governmental authority thereof or therein having power to Tax;


 


(d)          no
Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation
of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company
or any Guarantor is bound;


 


(e)          123
days pass after the deposit is made and during the 123-day period no Event of Default under clauses (h) or (i) of Section 6.01
occurs;


 


(f)          such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material
agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries
is bound;


 


(g)          the
Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the
intent of preferring the Holders of Notes over the other creditors of the Company or with the intent of defeating, hindering, delaying
or defrauding any creditors of the Company or others;


 


(h)          the
Company must deliver to the Trustee an Opinion of Counsel in the United States and Mexico to the effect that on the 123rd day following
the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally; and


 


(i)          the
Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance, as applicable, have been complied with.


  



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8.05.      Deposited
Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money
and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect
of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and
this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting
as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect
of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required
by law.


 


The Company shall
pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against
the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding
Notes.


 


Notwithstanding
anything in this Article VIII to the contrary, the Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Government Securities held by it as provided in Section
8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


8.06.      Repayment
to Company. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment
of the principal of, premium, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium,
if any, or interest has become due and payable shall be paid to the Company or the applicable Guarantor at its written request
or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to
look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, will thereupon cease.


 


8.07.    Reinstatement.
If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with
Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations under this
Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section
8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section
8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment
of principal of, premium, if any, or interest on, any Note following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.


  



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Article
IX



Amendment, Supplement and Waiver


 


9.01.      Without
Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors, the Collateral Agent
and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of
Note:


 


(a)          to
cure any ambiguity, defect or inconsistency;


 


(b)          to
provide for uncertificated Notes in addition to or in place of certificated Notes;


 


(c)          to
provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees
by a successor to the Company or such Guarantor pursuant to Article V hereof;


 


(d)          to
make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights hereunder of any such Holder;


 


(e)          to
comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;


 


(f)          to
allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes;


 


(g)          to
conform the text of this Indenture to any provision of the “Description of Step-Up Senior Notes” exhibit to the Disclosure
Statement, to the extent that such provision in that “Description of Step-Up Senior Notes” was intended to be a verbatim
recitation of a provision of this Indenture or the Notes, as evidenced by an Officers’ Certificate;


 


(h)          to
provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date;


 


(i)          provide
for the issuance of Additional Notes under this Indenture to the extent otherwise so permitted under the terms of this Indenture;
or


 


(j)          evidence
and provide for the acceptance of appointment by a successor Trustee.


 


Upon the written
request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended
or supplemental indenture, and upon receipt by the Collateral Agent
and the Trustee of the documents described in Section 7.02 and
Section 9.05 hereof, the Trustee shall join with the Company and the Guarantors in the execution
of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but neither
the Trustee nor the Collateral Agent shall be obligated
to enter into such amended or supplemental indenture that affects its own rights, duties or immunities
under this Indenture or otherwise.


  



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9.02.      With
Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company, the Collateral Agent and the Trustee
may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10, 4.15 and 4.24 hereof) and the Notes
and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding
Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and
6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal
of, premium, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders
of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if
any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes).


 


Upon the written
request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended
or supplemental indenture, and upon the filing with the Trustee and
the Collateral Agent of evidence satisfactory to the Trustee and
the Collateral Agent of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and
the Collateral Agent of the documents described in Section 7.02 and
Section 9.05 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental
indenture unless such amended or supplemental indenture directly affects the Trustee's
or the Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case each of
the Trustee and the Collateral Agent may in its
discretion, but shall not be obligated to, enter into such amended or supplemental indenture.


 


It is not be
necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it is sufficient if such consent approves the substance thereof.


 


After an amendment, supplement or
waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Notes
affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice,
or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture
or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then
outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture
or the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under
this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):


 


(i)          reduce
the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;


  



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(ii)         reduce
the principal of or change the fixed maturity of any Note or alter any of the provisions with respect to the redemption of the
Notes (except as provided above with respect to Sections 3.09, 4.10, 4.15 and 4.24 hereof);


 


(iii)        reduce
the rate of or change the time for payment of interest, including default interest, on any Note;


 


(iv)        waive
a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Notes (except a rescission
of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes
and a waiver of the payment default that resulted from such acceleration);


 


(v)         make
any Note payable in money other than that stated in the Notes;


 


(vi)        make
any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive
payments of principal of, or interest or premium, if any, on the Notes;


 


(vii)       waive
a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.10, 4.15 and 4.24 hereof);


 


(viii)      release
any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this
Indenture;


 


(ix)         make
any change in the ranking or priority of any Note that would adversely affect the Holders of the Notes in any material respect;


 


(x)          impair
the right of any Holder of the Notes to receive payment of principal of and interest on such Holder’s Notes on or after the
due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;


 


(xi)         make
any change in the provisions of this Indenture described under Section 3.10 or Section 4.19 hereof that adversely affects the rights
of any Holder in any material respect, or amend the terms of the Notes or this Indenture in a way that would result in the loss
of an exemption from any of the Taxes described hereunder;


 


(xii)        make
any change in the provisions of the Collateral Documents that would adversely affect the Holders of the Notes in any material respect;
or


 


(xiii)       make
any change in the preceding amendment and waiver provisions.


 


9.03.      Revocation
and Effect of Consents. (a) A consent to an amendment, supplement or waiver by a Holder a Note shall bind the Holder and every
subsequent Holder of the Note or portion of the Notes that evidences the same debt as the consenting Holder’s Note, even
if notation of the consent or waiver is not made on the Note. Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of
a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.
However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives
written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every Holder.


  



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(b)          The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their
consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date
is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their
duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given
or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be
valid for more than 120 days after such record date.


 


9.04.     Notation
on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note
thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication
Order, authenticate new Notes that reflect the amendment, supplement or waiver.


 


Failure to make the appropriate notation
or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.


 


9.05.     Trustee
and Collateral Agent to Sign Amendments, Etc. The Trustee and the
Collateral Agent, in each case, shall sign any amended or supplemental indenture authorized pursuant to this Article IX
if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee
or the Collateral Agent, as applicable. The Company may not sign an amended or supplemental indenture until the Board of
Directors of the Company approves it. In executing any amended or supplemental indenture, the Trustee
and the Collateral Agent shall be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying
upon, in addition to the documents required by Section 13.05 hereof, an Officers’'
Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted
by this Indenture and that such supplemental indenture (and any Notes
issued in connection therewith) is the legal, valid and binding obligation of the Company and the Guarantors, as applicable, enforceable
against the Company and the Guarantors, as applicable, in accordance with its terms.


 


9.06.     Compliance
with Trust Indenture Act. Every amendment or supplement to the Indenture or the Notes will be set forth in an amended or supplemental
indenture that complies with the TIA as then in effect.


  



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Article
X



Collateral Arrangements


 


10.01.   Security.
(a) On or prior to the Issue Date, (i) the Notes shall be secured by first-priority Liens on all its existing and future fixed
assets which constitute telecommunication network, comprised of switches, fiber optic and copper networks, radio and electronic
equipment, computers and engineering equipment, transportation equipment and office furniture, as set forth on its consolidated
balance sheet under “Telephone Network Systems and Equipment”, in each case owned by the Company or any Restricted
Subsidiary on the Issue Date or acquired by the Company or any Restricted Subsidiary after the Issue Date and all proceeds in respect
of any of the foregoing (collectively, and together with any assets that may be pledged from time to time, the “Collateral”)
to secure the performance of the obligations of the Company and the Guarantors to the Holders, the Trustee and the
Collateral Agent under the Notes, the Note Guarantees, the Collateral Documents and this Indenture, according to the terms
hereunder or thereunder (including the obligations of the Guarantors under Article XI hereof), and (ii) the Company and its Restricted
Subsidiaries and the Collateral Agent for the benefit of the Holders shall have executed the Intercompany Subordination and Credit
Agreement and the Intercompany Trust Agreement and implemented such agreements in full with respect to all Intercompany Indebtedness.


 


(b)          Each
Holder, by its acceptance of a Note, consents and agrees to all of the terms of the Collateral Documents (including, without limitation,
the provisions providing for the foreclosure, exercise of remedies and release of the Collateral) as the same may be in effect
or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Collateral Agent,
as applicable, to enter into the Collateral Documents and to perform or cause to be performed obligations and exercise rights thereunder
in accordance therewith.


 


(c)          Each
of the Company and the Guarantors shall use its reasonable best efforts to do or cause to be done all such acts and things as may
be required by the next sentence of this Section 10.01, to assure and confirm to the Collateral Agent and the Trustee the first-priority
Liens upon the Collateral contemplated hereby and any Collateral Documents or any part thereof, as from time to time constituted,
so as to render the same available for the security and benefit of this Indenture and of the Obligations secured hereby, according
to the intent and purposes herein expressed. Each of the Company and the Guarantors shall (i) enter into the Collateral Documents,
(ii) within ten Business Days of the Issue Date, take all necessary steps to duly file the Collateral Documents for registration
in each relevant public registry in Mexico and promptly deliver to the Trustee and the Collateral Agent a copy of the original
record of registration (constancia de inscripción) issued by the Mexican notary public, and (iii) take any and all
actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuer
and the Guarantors under the Notes, the Note Guarantees, the Collateral Documents and hereunder, a valid and enforceable perfected
Lien in and on all of the Collateral, in favor of the Collateral Agent
for the ratable benefit of the Holders, first in priority to any and all Liens at any time granted upon the Collateral, in each
case, no later than 45 Business Days after the Issue Date and deliver to the Trustee and the Collateral Agent a copy of the notarial
instrument evidencing the registration of such Liens in each relevant public registry in Mexico. Each of the Trustee, the Company
and the Guarantors hereby acknowledge and agree that the Collateral Agent shall hold the Collateral for the ratable benefit of
the Holders and the Trustee pursuant and subject to the terms of the Collateral Documents. The Company and each Guarantor shall
(A) deliver to the Trustee and the Collateral Agent copies of all documents required under the Collateral Documents to assure and
confirm to the Trustee and the Collateral Agent that the security interests created in respect of the Collateral (or any part thereof)
under the Collateral Documents constitute security for the Indenture and the Notes as contemplated in this Indenture, and (B) perform
or cause their respective Subsidiaries to perform all such actions as may be required by the provisions of the Collateral Documents.
Neither the Collateral Agent nor the Trustee shall be responsible for
and neither of them make any representation as to the existence, genuineness, value or protection of any Collateral, or the legality,
effectiveness or sufficiency of any Collateral Document, or for the creation, perfection, priority, sufficiency or protection of
any liens securing the Notes. For the avoidance of doubt, nothing herein shall require the Collateral Agent or the Trustee to file
financing statements or continuation statements or local filings required by Mexican law or be responsible for perfecting or maintaining
the perfection of security interests purported to be created as described herein (except for the safe custody of any Collateral
in its possession and the accounting for moneys actually received by it hereunder or under any other Collateral Document) and such
responsibility shall be solely that of the Company.


  



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10.02.   Use
of the Collateral. Subject to the terms and conditions of the Collateral Documents and this Indenture, the Company shall be
entitled, unless an Event of Default has occurred and is continuing and the Collateral Agent has given contrary instructions in
accordance with the terms of the Collateral Documents, to generally remain in possession of and to retain exclusive control over
the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss relating to the Collateral),
to freely operate the Collateral, to replace the Collateral and to sell or otherwise dispose of Collateral (including, with respect
to cash constituting Collateral by virtue of being proceeds under any mortgage), and to collect, invest
and dispose of any income in respect of any Collateral, in each case in the ordinary course of the Company’s business.


 


10.03.   Determinations
Relating to Collateral. In the event (a) the Collateral Agent shall receive any written request from the Company for consent
or approval with respect to any matter or thing relating to the Collateral or the Company’s obligations with respect thereto
or (b) there shall be due to or from the Collateral Agent under the provisions of the Collateral Documents any material performance
or the delivery of any material instrument or (c) a Responsible Officer of the Collateral Agent shall become actually aware of
any material nonperformance by the Company or any Guarantor of any covenant or any material breach of any representation or warranty
of the Company or a Guarantor set forth in the Collateral Documents, then, in each such event, the Collateral Agent shall be entitled
to hire, at the sole reasonable cost and expense of the Company, experts, consultants, agents and attorneys to advise the Collateral
Agent on the manner in which the Collateral Agent should respond to such request or render any requested performance or response
to such nonperformance or breach.


 


10.04.   Suits
to Protect the Collateral. Subject in all respects to the terms and conditions of the Collateral Documents, the Collateral
Agent shall have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment
of the Collateral by any acts which may be unlawful or in violation of this Indenture, the Collateral Documents, and such suits
and proceedings as the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders
in the Collateral Documents and in the principal, interest, issues, profits, rents, revenues and other income arising therefrom,
including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative
or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement of, or compliance
with, such enactment, rule or order would impair the security hereunder or under the Collateral Document, or be prejudicial to
the interests of the Holders, the Trustee or the Collateral Agent.


  



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10.05.   Termination
and Reinstatement of the Collateral. Upon the full and final payment and performance by the Company and the Guarantors of the
Obligations under the Notes, this Indenture and the Collateral Documents, the Collateral Documents will terminate and the Liens
on all of the Collateral will be released. The Collateral Agent
shall release the Liens in favor of it in any Collateral to be sold pursuant to a Collateral Asset Sale or, in the case of certain
obsolete or other assets, to be disposed of in a transaction not considered a Collateral Asset Sale pursuant to clause (i) of the
exclusion to the definition thereof; provided that such transaction shall be subject to the provisions under Section 4.10
hereof.


 


10.06.   Enforcement
and Disposition of Collateral. (a) Upon the occurrence and during the continuation of a Collateral Event of Default:


 


(i)          the
Collateral Agent shall be entitled to cancel any lease agreement entered into by each Restricted Subsidiary owning real property
subject to a mortgage; and


 


(ii)         the
Collateral Agent may, without notice, enter upon all or any portion of the Company’s and its Restricted Subsidiaries’
premises that comprises the Collateral to inspect the Collateral and may exercise other rights with respect to the Collateral under
applicable law.


 


(b)          The
cash proceeds of sales of, or collections on, any Collateral received upon the exercise of remedies, including pursuant to a bankruptcy
proceeding, will be applied pursuant to the Collateral Documents in the following order of priority:


 


(i)          first,
to the payment of all unpaid fees, expenses, reimbursements, indemnifications and advancements of the Collateral Agent and its
agents and counsel under the Collateral Documents and to the unpaid fees, expenses, reimbursements and indemnifications of the
Collateral Agent;


 


(ii)         second,
to the payment of all unpaid fees, expenses, reimbursements, indemnifications and advancements of the Trustee and its agents and
counsel, to the extent relating to their activities in connection with the Collateral Documents;


 


(iii)        third,
to the payment of principal under the Notes, excluding any premium, interest, penalty or other amounts in respect thereof, on a
pro rata basis and subject to the limitations provided below;


 


(iv)        fourth,
to the payment of accrued and unpaid interest under the Notes;


 


(v)         fifth,
to the payment of any other Obligations under the Notes; and


  



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(vi)        sixth,
to the Company and its Restricted Subsidiaries or to whomever else may lawfully be entitled to receive such proceeds or as a court
of competent jurisdiction may direct.


 


10.07.   Collateral
Documents. This Article X and the provisions of each Collateral Document are subject to the terms, conditions and benefits
set forth in the Collateral Documents in all respects. The Company and each Guarantor consent to, and agree to be bound by, the
terms of the Collateral Documents, as the same may be in effect from time to time, and to perform their respective obligations
thereunder in accordance therewith.


 


10.08.   Collateral
Agent.  (a) At the direction of the Holders of the Notes, the Trustee shall appoint a collateral agent, which shall be authorized
to act on behalf of and for the benefit of the Holders of the Notes. In accordance with the foregoing, on the Issue Date, Deutsche
Bank Trust Company Americas is hereby appointed by the Trustee, at the direction of the Holders of the Notes, to serve as Collateral
Agent for the benefit of the Holders of the Notes.


 


(b)          The
Collateral Agent appointed by the Trustee as provided in Section 10.08(a) hereof shall be the secured party of record with respect
to the security interests created in respect of the Collateral under the Collateral Documents and shall hold such Collateral for
the benefit of the Holders of the Notes.


 


(c)          The
Collateral Agent shall hold (directly or through co-agents), and shall be entitled to enforce, all Liens on the Collateral created
by the Collateral Documents in accordance with the terms of the Collateral Documents. Neither the Company or any of the Guarantors
nor their respective Affiliates may serve as Collateral Agent.


 


(d)          Except
as provided in the Collateral Documents, the Collateral Agent shall not be obligated to: (i) act upon directions purported to be
delivered to it by any Person; (ii) foreclose upon or otherwise enforce any Lien; or (iii) take any other action whatsoever pursuant
to any or all of the Collateral Documents, the Liens created thereby or the Collateral.


 


(e)          A
resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent will become effective pursuant to
the terms of the Collateral Documents.


 


(f)          The
Collateral Agent shall be entitled to all the rights, protections, privileges and immunities granted to the Trustee under this
Indenture. Whenever reference is made in this Indenture or the Collateral Documents to any action by, consent, designation, specification,
requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or
to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment,
expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral
Agent, it is understood that in all cases the Collateral Agent shall be acting, giving, withholding, suffering, omitting, taking
or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the Trustee.
This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended
to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any
party hereto.


  



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(g)          The
duties of the Collateral Agent shall be mechanical and administrative in nature. The Collateral Agent shall not have, by reason
hereof or any of the Collateral Documents, a fiduciary relationship with any Holder, the Company, any Guarantor or any other Person,
and nothing herein or in any of the Collateral Documents, inferred or implied, is intended to or shall be so construed as to impose
upon the Collateral Agent any duties, responsibilities or obligations in respect hereof or of any of the Collateral Documents,
except as expressly set forth herein or therein.


 


10.09.   Release
of Liens in Respect of the Notes. The Collateral Agent’s priority Liens upon the Collateral shall no longer secure the
Notes outstanding under this Indenture, the Note Guarantees or any other Obligations under this Indenture, and the right of the
Holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Agent’s priority Liens on the Collateral
shall terminate and be discharged, in which case the Collateral Agent shall sign and permit the Company to file all required documents
provided to it, at the Company’s sole cost and expense, to effectuate the release of the Collateral Agent’s Liens upon
the Collateral upon the receipt by the Collateral Agent from the Trustee of written notice regarding:


 


(a)          satisfaction
and discharge of this Indenture, in accordance with Article XII hereof;


 


(b)          Legal
Defeasance or Covenant Defeasance of the Notes in accordance with Article VIII hereof;


 


(c)          payment
in full and discharge of all Notes outstanding under this Indenture and all Obligations that are outstanding, due and payable under
this Indenture at the time the Notes are paid in full and discharged (other than any obligations for taxes, costs, indemnifications,
reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time); or


 


(d)          such
termination or discharge, in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance
with Article IX hereof;


 


10.10.   Relative
Rights. Nothing in this Indenture or the Collateral Documents will:


 


(a)          impair,
as between the Company and the Holders, the obligation of the Company to pay principal of, premium and interest, if any, on the
Notes in accordance with their terms or any other obligation of the Company or any Guarantor;


 


(b)          affect
the relative rights of Holders as against any other creditors of the Company or any Guarantor (other than Permitted Liens);


 


(c)          restrict
the right of any Holder to sue for payments that are then due and owing; or


 


(d)          restrict
or prevent any Holder of any Notes or the Collateral Agent from exercising any of its rights or remedies upon a Default or Event
of Default not specifically restricted or prohibited by the Collateral Documents.


  



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10.11.   Perfection
Opinion. Promptly after the execution and delivery of this Indenture and the execution and delivery of the Notes and every
year thereafter on February 1 of each year, the Company will deliver to the Trustee and the Collateral Agent, at the expense of
the Company, an Opinion of Counsel either stating that in the opinion of such counsel such action has been taken with respect to
the recording, filing, rerecording and refiling of financing or continuation statements as is necessary to maintain the effectiveness
and the perfection of the Liens of this Indenture and the Collateral Documents, and reciting the details of such action, or stating
that in the opinion of such counsel no such action is necessary to maintain the effectiveness or perfection of such lien; and in
each case, such opinion shall state what future action is necessary to maintain the effectiveness and perfection of such Liens.


 


Article
XI



Note Guarantees


 


11.01.  Guarantee.
(a) Subject to this Article XI, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder
of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder,
that:


 


(i)          the
principal of, premium and Additional Amounts, if any, and interest on, the Notes will be promptly paid in full when due, whether
at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest and premium and Additional
Amounts on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and


 


(ii)         in
case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid
in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.


 


Failing payment when due of any amount so
guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay
the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.


 


(b)          The
Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability
of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same
or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant
that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this
Indenture.


  



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(c)          If
any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the
Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.


 


(d)          Each
Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article VI hereof for the purposes of this Note Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed
hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations
(whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee.
The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does
not impair the rights of the Holders under the Note Guarantee.


 


11.02.   Limitation
on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention
of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state
law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and
after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article XI, result in the obligations of such Guarantor
under its Note Guarantee not constituting a fraudulent transfer or conveyance.


 


11.03.   Execution
and Delivery of Note Guarantee. To evidence its Note Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees
that a notation of such Note Guarantee substantially in the form attached as Exhibit B hereto will be endorsed by an Officer
of such Guarantor by manual or facsimile signature on each Note authenticated and delivered by the Trustee in accordance with this
Indenture and that this Indenture will be executed on behalf of such Guarantor by one of its Officers.


 


Each Guarantor
hereby agrees that its Note Guarantee set forth in Section 11.01 hereof will remain in full force
and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.


 


If an Officer
whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates
the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless.


  



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The delivery
of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery
of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.


 


In the event
that the Company or any of its Restricted Subsidiaries creates or acquires any Subsidiary after
the date of this Indenture, if required by Section 4.16 hereof, the Company shall cause such Restricted Subsidiary to comply with
the provisions of Section 4.16 hereof and this Article XI, to the extent applicable.


 


11.04.   Guarantors
May Consolidate, Etc., on Certain Terms. Except as otherwise provided in Section 11.05 hereof, no Guarantor may sell or otherwise
dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor
is the surviving Person) another Person, other than the Company or another Guarantor, unless:


 


(a)          immediately
after giving effect to such transaction, no Default or Event of Default exists; and


 


(b)          either:


 


(i)          subject
to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving
any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture and its Note
Guarantee on the terms set forth herein or therein pursuant to a supplemental indenture in form and substance satisfactory to the
Trustee; or


 


(ii)         the
Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including
without limitation, Section 4.10 hereof.


 


In case of any
such consolidation, merger, sale or conveyance and upon the assumption by the successor Person as provided in clause (b)(i) above,
by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to
the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions
of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor
with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any
or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed
by the Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and
benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture
as though all of such Note Guarantees had been issued at the date of the execution hereof.


 


Except as set forth in Articles IV and V
hereof, and notwithstanding clauses (b)(i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent
any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance
of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.


  



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11.05.   Releases.
The Note Guarantee of a Guarantor will be released:


 


(a)          In
the event of any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger
or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted
Subsidiary of the Company otherwise permitted by this Indenture;


 


(b)          In
the event of any sale or other disposition of all of the Capital Stock of that Guarantor owned by the Company and its subsidiaries
to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the
Company otherwise permitted by this Indenture;


 


(c)          If
the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the provisions
of this Indenture; or


 


(d)          Upon
Legal Defeasance or satisfaction and discharge of this Indenture in accordance with Articles VIII and XII hereof, respectively.


 


Upon delivery by the Company to the Trustee
of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee shall execute any documents reasonably
requested by the Company in writing in order to evidence the release of the Guarantor from its obligations under its Note Guarantee.


 


Any Guarantor not released from its obligations
under its Note Guarantee as provided in this Section 11.05 will remain liable for the full amount of principal of and interest
and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article
XI.


 


Article
XII



Satisfaction and Discharge


 


12.01.   Satisfaction
and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:


 


(a)          either:


 


(i)          all
Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose
payment money has heretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for
cancellation; or


 


(ii)         all
Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice
of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars,
non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts
as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the
Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and any Additional Amounts
that may be due and payable, if any, to the date of maturity or redemption;


  



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(b)          no
Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of,
or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or
any Guarantor is bound;


 


(c)          the
Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and


 


(d)          the
Company has delivered irrevocable written instructions to the Trustee under this Indenture to apply the deposited money toward
the payment of the Notes at maturity or on the Redemption Date, as the case may be.


 


In addition,
the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee
stating that all conditions precedent to satisfaction and discharge have been satisfied.


 


Notwithstanding
the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee
pursuant to subclause (ii) of clause (a) of this Section 12.01, the provisions of Sections 8.06 and 12.02 hereof will survive.
In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their
terms, survive the satisfaction and discharge of this Indenture.


 


12.02.   Application
of Trust Money. Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section
12.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for
whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to
the extent required by law.


 


If the Trustee or Paying Agent is unable
to apply any money or Government Securities in accordance with Section 12.01 hereof by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as
though no deposit had occurred pursuant to Section 12.01 hereof; provided that if the Company has made any payment of principal
of, premium, if any, or interest on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee
or Paying Agent.


 



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Article
XIII



Miscellaneous


 


13.01.   Currency
Indemnity. U.S. dollars are the sole currency of account and payment for all sums payable by the Company or the Guarantors
under or in connection with the Notes, including damages. To the greatest extent permitted under applicable law, any amount received
or recovered in a currency other than dollars (whether as a result of, or of the enforcement of, a judgment or order of a court
of any jurisdiction, in the winding up or dissolution of the Company or the Guarantors or otherwise) by any Holder of a Note in
respect of any sum expressed to be due to it from the Company or the Guarantors shall constitute a discharge to the Company or
the Guarantors only to the extent of the dollar amount which the recipient is able to purchase with the amount so received or recovered
in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date,
on the first date on which it is practicable to do so). If that dollar amount is less than the dollar amount expressed to be due
to the recipient under any Note, the Company or the Guarantors shall indemnify the recipient against any loss sustained by it as
a result. In any event, the Company or the Guarantors shall indemnify the recipient against the cost of making any such purchase.
For the purposes of this Section 13.01, it will be sufficient for the Holder of a Note to certify in a satisfactory manner (indicating
the sources of information used) that it would have suffered a loss had an actual purchase of dollars been made with the amount
so received or recovered in that other currency on the date of receipt or recovery (or, if a purchase of dollars on such date had
not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of
date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the other
obligations of the Company or the Guarantors, shall give rise to a separate and independent cause of action, shall apply irrespective
of any indulgence granted by any Holder of a Note and shall constitute in full force and effect despite
any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note.


 


13.02.   Trust
Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c),
the duties imposed by the TIA will control.


 


13.03.   Notices.
Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered
in Person or by first-class mail (registered or certified, return receipt requested), facsimile transmission, .pdf attached to
an email or overnight air courier guaranteeing next day delivery, to the others’ address:


  



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If to the Company and/or any Guarantor:


 


Maxcom Telecomunicaciones, S.A.B. de C.V.


c/o Alarcón Espinosa Abogados,
S.C.


Guillermo González Camarena, 1100, 3er piso


México, DF 01210


Attention:  Gonzalo Alarcón
I.


E-mail address:  ga@aeabogados.com







With copies (which shall not constitute
notice) to:


 


Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022


USA

Facsimile: +1 (312) 861-2200


Attention: Marc Kieselstein, Paul Zier, and Daniel R.
Hodgman

E-mail addresses: mkieselstein@kirkland.com, pzier@kirkland.com, and dhodgman@kirkland.com


 


If to the Trustee and/or the Collateral Agent:


 


Deutsche Bank Trust Company Americas


Trust and Agency Services


60 Wall Street, 27th Floor


Mail Stop: NYC60-2710


New York, New York 10005


USA


Attention: Corporates Team, Maxcom Telecomunicaciones,
S.A.B. de C.V.


Facsimile: +1 (732) 578-4635


 


With a copy to:


 


Deutsche Bank National Trust Company


for Deutsche Bank Trust Company Americas Trust and Agency
Services


100 Plaza One – 6th Floor


Mail Stop: JCY03-0699


Jersey City, NJ 07311


USA


Attention: Corporates Team, Maxcom Telecomunicaciones,
S.A.B. de C.V.


Facsimile: +1 (732) 578-4635


 


The Company,
any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or
communications. Any notice or communication delivered to the Trustee or the Collateral Agent shall be in English.


  



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All notices and
communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted
by facsimile; when sent, if sent as a .pdf attached to an email; and the next Business Day after
timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.


 


Any notice or
communication to a Holder will be mailed by first-class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar.
Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the extent required by the
TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to
other Holders.


 


If a notice or communication is mailed in
the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.


 


If the Company
mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.


 


13.04.   Communication
by Holders of Notes With Other Holders of Notes. Holders may communicate pursuant to TIA § 312(b) with other Holders with
respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA § 312(c).


 


13.05.   Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:


 


(a)          an
Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set
forth in Section 13.06 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided
for in this Indenture relating to the proposed action have been satisfied; and


 


(b)          an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in
Section 13.06 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.


  


13.06.   Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA
§ 314(e) and must include:


 


(a)          a
statement that the Person making such certificate or opinion has read such covenant or condition;


 


(b)          a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


  



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(c)          a
statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him
or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and


 


(d)          a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.


 


13.07.   Rules
by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying
Agent may make reasonable rules and set reasonable requirements for its functions.


 


13.08.   No
Personal Liability of Directors, Officers, Employees and Stockholders. No director, officer, employee, incorporator or stockholder
of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the
Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under
the federal securities laws.


 


13.09.   Governing
Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES.
THE COLLATERAL DOCUMENTS SHALL BE GOVERNED BY THE LAWS OF MEXICO.


 


13.10.   Consent
to Jurisdiction and Service. The Company, and each Guarantor has appointed CT Corporation System, 111 Eighth Avenue, 13th Floor,
New York, New York, 10011, USA as its agent (the “Authorized Agent”) upon whom process may be served
in any actions arising out of, based on, or relating to the Notes, this Indenture or the transactions contemplated hereby or brought
under U.S. Federal or state securities laws brought in any U.S. Federal or state court located in the Borough of Manhattan in The
City of New York, and expressly consent, together with all other parties to this Indenture, to the jurisdiction of any such court
in respect of any such action, and waive any other requirements of or objections to personal jurisdiction with respect thereto.
Such appointment shall be irrevocable. The Company and each Guarantor represents and warrants that the Authorized Agent has agreed
to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents
and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon
the Authorized Agent and written notice of such service to the Company and each of the Guarantors shall be deemed, in every respect,
effective service of process upon the Company and each of the Guarantors.


 


Each party hereto irrevocably (i) agrees
that any legal suit, action or proceeding arising out of, based on, or relating to the Notes, this Indenture or the transactions
contemplated hereby may be instituted in any U.S. Federal or state court in the Borough of Manhattan in The City of New York and
(ii) waives, to the fullest extent they may effectively do so, any objection which it may have now or hereafter have to the laying
of venue of any such proceeding.


   



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13.11.   No
Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement
of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.


 


13.12.   Successors.
All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee and the
Collateral Agent, as applicable, in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture
will bind its successors, except as otherwise provided in Section 11.05 hereof.


 


13.13.   Severability.
In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions will not in any way be affected or impaired thereby.


 


13.14.   Counterpart
Originals. The parties may sign any number of copies of this Indenture. The exchange of copies of this Indenture and of signature
pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto
and may be used in lieu of the original Indenture for all purposes. Each signed copy will be an original, but all of them together
represent the same agreement.


 


13.15.   Table
of Contents, Headings, Etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no
way modify or restrict any of the terms or provisions hereof.


 


13.16.   Luxembourg
Law Provision. The Company and the Guarantors expressly accept and confirm for the purposes of articles 1278 and 1281 of the
Luxembourg civil code that, notwithstanding any assignment, transfer and/or novation made pursuant to this Indenture, the security
created or guarantee given shall be preserved for the benefit of the Collateral Agent and the Trustee and secures and guarantees
all obligations of the Company and the Guarantors (including without limitation, all obligations with respect to all rights and/or
obligations so assigned, transferred or novated) and shall be preserved for the benefit of any successor and assign of the Trustee
or the Collateral Agent (if any).


 


13.17.   USA
PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act (Title III of Pub. L.107-56
(signed into law October 26, 2001)) (as amended, modified or supplemented from time to time, the “USA PATRIOT Act”),
the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required
to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens
an account with Deutsche Bank Trust Company Americas. The parties to this Agreement agree that they will provide the Trustee with
such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.


 


13.18.   Force
Majeure. Neither the Trustee nor the Collateral Agent shall incur any liability for not performing any act or fulfilling any
duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of such Agent (including but not limited
to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest,
local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile
or other wire or communication facility).


 


[Signature pages
follow]


 




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IN WITNESS WHEREOF, the parties hereto have
executed this Indenture on the day and year first above written.


 


	 	MAXCOM TELECOMUNICACIONES, S.A.B. DE C.V.
	 	 
	 	By: 	/s/ Gonzalo Alarcon I
	 	 	Name: Gonzalo Alarcon I
	 	 	Title: Legal Representative
	 	 
	 	MAXCOM USA, INC.
	 	 
	 	By: 	/s/ Gonzalo Alarcon I
	 	 	Name: Gonzalo Alarcon I
	 	 	Title: Legal Representative
	 	 
	 	SIERRA USA COMMUNICATIONS, INC.
	 	 
	 	By: 	/s/ Gonzalo Alarcon I
	 	 	Name: Gonzalo Alarcon I
	 	 	Title: Legal Representative
	 	 
	 	Asesores Telcoop, S.A. de C.V.
	 	 
	 	By: 	/s/ Gonzalo Alarcon I
	 	 	Name: Gonzalo Alarcon I
	 	 	Title: Legal Representative
	 	 
	 	Celmax Móvil, S.A. de C.V.
	 	 
	 	By: 	/s/ Gonzalo Alarcon I
	 	 	Name: Gonzalo Alarcon I
	 	 	Title: Legal Representative


 


[Signature Page to Step-Up Senior
Notes Indenture]


 




    	 



    	 



    

 


	 	Corporativo en Telecomunicaciones, S.A. de C.V.
	 	 
	 	By: 	/s/ Gonzalo Alarcon I
	 	 	Name: Gonzalo Alarcon I
	 	 	Title: Legal Representative
	 	 
	 	Title:
	 	 
	 	Maxcom Servicios Administrativos, S.A. de C.V.
	 	 
	 	By: 	/s/ Gonzalo Alarcon I
	 	 	Name: Gonzalo Alarcon I
	 	 	Title: Legal Representative
	 	 
	 	Maxcom SF, S.A. de C.V.
	 	 
	 	By: 	/s/ Gonzalo Alarcon I
	 	 	Name: Gonzalo Alarcon I
	 	 	Title: Legal Representative
	 	 
	 	Maxcom TV, S.A. de C.V.
	 	 
	 	By: 	/s/ Gonzalo Alarcon I
	 	 	Name: Gonzalo Alarcon I
	 	 	Title: Legal Representative
	 	 
	 	Outsourcing Operadora de Personal, S.A. de C.V.
	 	 
	 	By: 	/s/ Gonzalo Alarcon I
	 	 	Name: Gonzalo Alarcon I
	 	 	Title: Legal Representative
	 	 
	 	Servicios MSF, S.A. de C.V.
	 	 
	 	By: 	/s/ Gonzalo Alarcon I
	 	 	Name: Gonzalo Alarcon I
	 	 	Title: Legal Representative




 


[Signature Page to Step-Up Senior
Notes Indenture]


 




    	 



    	 



    

 


	 	Sierra Comunicaciones Globales, S.A. de C.V.
	 	 
	 	By: 	/s/ Gonzalo Alarcon I
	 	 	Name: Gonzalo Alarcon I
	 	 	Title: Legal Representative
	 	 
	 	TECBTC Estrategias de Promoción, S.A. de C.V.
	 	 
	 	By: 	/s/ Gonzalo Alarcon I
	 	 	Name: Gonzalo Alarcon I
	 	 	Title: Legal Representative
	 	 
	 	Telereunión, S.A. de C.V.
	 	 
	 	By: 	/s/ Gonzalo Alarcon I
	 	 	Name: Gonzalo Alarcon I
	 	 	Title: Legal Representative
	 	 
	 	Telscape de México, S.A. de C.V.
	 	 
	 	By: 	/s/ Gonzalo Alarcon I
	 	 	Name: Gonzalo Alarcon I
	 	 	Title: Legal Representative


 


[Signature Page to Step-Up Senior
Notes Indenture]


 




    	 



    	 



    

 


	 	DEUTSCHE BANK TRUST 
	 	COMPANY AMERICAS, as Trustee
	 	 
	 	By: Deutsche Bank National Trust Company
	 	 
	 	By:	/s/ Jacqueline Bartnick
	 	 	Name:  Jacqueline Bartnick
	 	 	Title:  Director
	 	 
	 	By:	/s/ Stanley Burg
	 	 	Name:  Stanley Burg
	 	 	Title:  Vice President
	 	 
	 	DEUTSCHE BANK TRUST 
	 	COMPANY AMERICAS, as 
	 	Collateral Agent
	 	 
	 	By: Deutsche Bank National Trust Company
	 	 
	 	By:	/s/ Jacqueline Bartnick
	 	 	Name:  Jacqueline Bartnick
	 	 	Title:  Director
	 	 
	 	By:	/s/ Stanley Burg
	 	 	Name:  Stanley Burg
	 	 	Title:  Vice President


 


[Signature Page to Step-Up Senior
Notes Indenture]


 




    	 



    	 



    

 


	 	DEUTSCHE BANK Luxembourg
	 	S.A., as Luxembourg sub-paying 
	 	agent and transfer
agent
	 	 
	 	By:	/s/ Jacqueline Bartnick
	 	 	Name:  Jacqueline Bartnick
	 	 	Title:  Attorney-in-Fact
	 	 
	 	By:	/s/ Stanley Burg
	 	 	Name:  Stanley Burg
	 	 	Title:  Attorney-in-Fact


 


[Signature Page to Step-Up Senior
Notes Indenture]


 




    	 



    	 



    

  


EXHIBIT A


 


FORM
OF NOTe


 


THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY
(AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND
IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO
SECTION 2.07(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12
OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS 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. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER
ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.


 


THE NOTES REPRESENTED BY THIS NOTE HAVE
BEEN ISSUED PURSUANT TO SECTION 1145 OF THE U.S. BANKRUPTCY CODE, AS AMENDED (THE “BANKRUPTCY CODE”) THAT PROVIDES
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE STATUTES.


 




    	A-1



    	 



    

 


	CUSIP:____________


 


	Step-Up Senior Notes due 2020


 


	No. ________	U.S.$______________


 


MAXCOM TELECOMUNICACIONES, S.A.B. DE C.V.


 


promises to pay to________________________or registered assigns,


 


the principal sum of_______________________DOLLARS[,
as revised by the Schedule of Exchanges of Interests in the Global Note]*on June 15, 2020.


 


Interest Payment Dates: June 15 and December 15, commencing
on December 15, 2013


 


Record Dates: June 1 and December 1


 


Additional provisions of this Note are set forth on the other
side of this Note.


 


Dated:_______, 2013


 


SIGNATURE PAGE FOLLOWS


 





 



* To be included if this Note
is a Global Note.


 




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	 	MAXCOM TELECOMUNICACIONES, S.A.B. DE C.V.
	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  


  


Trustee’s Certificate of Authentication: This is one of
the Notes referred to in the within-mentioned Indenture:


 


	DEUTSCHE BANK TRUST COMPANY AMERICAS,	 
	as Trustee	 
	 	 
	By:	 	 
	Authorized Signatory	 
	 	 
	By:	 	 
	Authorized Signatory	 


 




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Reverse of Note

Step-Up Senior Notes due 2020


 


Capitalized terms
used herein have the meanings assigned to them in the Indenture referred to below unless otherwise
indicated.


 


(1)         INTEREST.
Maxcom Telecomunicaciones, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized under
the laws of Mexico (the “Company” or the “Issuer”), promises to pay interest
on the principal amount of this Note at 6% per annum from (and including) the Issue Date to (and excluding) June 14, 2016,
7% per annum from (and including) June 15, 2016 to (and excluding) June 14, 2018, and
8% per annum from (and including) June 15, 2018 to (and excluding) June 15, 2020. The Company shall pay interest semi-annually
in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day
(each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further
that the first Interest Payment Date shall be December 15, 2013. The Company shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal, interest and premium, if any, from time to time on demand at
a rate that is 2% per annum in excess of the then applicable interest rate to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.


 


(2)         METHOD
OF PAYMENT. The Company shall pay or cause to be paid interest on the Notes (except defaulted interest) to the Persons
who are registered Holders of Notes at the close of business on the June 1 or December 1 (each, a “Record Date”)
preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest
Payment Date, except as provided in Section 2.13 of the Indenture with respect to defaulted interest. The Notes will be payable
as to principal, interest, Additional Amounts, if any, and premium, if any, at the office or agency of the Paying Agent and Registrar,
or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in
the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect
to principal of and interest, premium on, all Global Notes and all other Notes the Holders of which will have provided wire transfer
instructions to the Company. Such payment will be 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.


 


(3)         PAYING
AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The
Company or any of its Subsidiaries may act in any such capacity.


  



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(4)         INDENTURE.
The Company issued the Notes under an Indenture dated as of October 11, 2013 (the “Indenture”) among
the Company, the Guarantors, the Trustee and Deutsche Bank Luxembourg S.A., as Luxembourg sub-paying agent and transfer agent.
The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. The
Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.


 


(5)         OPTIONAL
REDEMPTION. (a) At any time prior to June 15, 2017, the Company may on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes issued under the Indenture at a redemption price of 106% of the principal amount thereof, plus accrued
and unpaid interest and Additional Amounts, if any, to the Redemption Date, using cash in an amount up to the amount of the net
cash proceeds of a sale of common Equity Interests (other than Disqualified Stock) of the Company;
provided that (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes
held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the
redemption occurs within 90 days of the date of the closing of such sale of Equity Interests.


 


(b)          At
any time prior to June 15, 2017, the Company may also redeem all or a part of the Notes upon not less than 30 nor more than 60
days’ written notice, at a redemption price equal to 100% of the principal amount of Notes
redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the Redemption Date,
subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment
date.


 


(c)          On
or after June 15, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ written
notice, at the redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed
during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on
the relevant interest payment date:


 


	Year	 	Percentage	 
	From June 15, 2017 through June 14, 2018	 	 	103.00	%
	From June 15, 2018 through June 14, 2019	 	 	101.50	%
	From June 15, 2019 and thereafter	 	 	100.00	%



 


(d)          The
Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written
notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount
thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such Redemption Date (subject to the right of Holders
of record on the relevant record date to receive interest due on the relevant interest payment date), in the event the Company
has become, or would become, obligated to pay, on the next interest payment date on which any amount would be payable with respect
to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made
on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional
Amounts”) as a result of: (a) any change in, or amendment to, the laws (including any regulations promulgated thereunder)
of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws
or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) the above-mentioned
change or amendment is announced on or after the Issue Date (or, if later, the date on which a jurisdiction becomes a relevant
Tax Jurisdiction), (2) there has been a further issuance, such obligation to pay Excess Additional Amounts would have arisen absent
a further issuance of the Notes pursuant to the Indenture, and (3) such obligation to pay Excess Additional Amounts cannot be avoided
by the Company taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or through
which payments are made).


  



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(6)         MANDATORY
REDEMPTION. The Company is not required to make mandatory redemption or sinking fund payments
with respect to the Notes. The Company may at any time and from time to time purchase Notes in the open market or otherwise.


 


(7)         REPURCHASE
AT THE OPTION OF HOLDER. (a) If there is a Change of Control, the Company shall be required to make an offer (a “Change
of Control Offer”) to each Holder to repurchase all or any part (equal to U.S.$150,000
or integral multiples of U.S.$1.00 above U.S.$150,000) of each Holder’s Notes at a purchase price in cash equal to 101% of
the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Amounts, if any, on
the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest
due on the relevant Interest Payment Date (the “Change of Control Payment”).  Within 10 days following
the date on which a Change of Control occurs, the Company shall mail, by first-class mail or, if sent through DTC, send in accordance
with DTC’s applicable procedures, a notice to each Holder, with a copy to the Trustee, setting forth the procedures governing
the Change of Control Offer as required by the Indenture.


 


(b)          If
the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five days
of each date on which the aggregate amount of Excess Proceeds exceeds U.S.$5,000,000, within five days thereof, the Company shall
make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales
of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal
amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest
thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company (or such Restricted Subsidiary) may use such Excess Proceeds for any purpose not
otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered
into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will
be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company
prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of
Holder to Elect Purchase” attached to the Notes.


  



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(c)         The
Company shall be required to use 50% of any Excess Capital Contribution greater than U.S.$5,000,000 (the “Excess Capital
Contribution Amount”) to make an offer to each Holder of Notes to repurchase such Holder’s Notes at the offer price
specified in the next sentence (an “Excess Capital Contribution Offer”). The offer price in any Excess Capital
Contribution Offer will be equal to 85% of the principal amount of the Notes plus accrued and unpaid interest and Additional Amounts,
if any, on the Notes repurchased to the date of purchase, and shall be payable by the Company in cash. If the aggregate principal
amount of Notes tendered into such Excess Capital Contribution Offer, taking into account the offer price of 85% of the principal
amount of the Notes, exceeds the Excess Capital Contribution Amount, the Trustee shall select the Notes to be purchased in accordance
with the selection procedures set forth in Section 3.02 of the Indenture. Any portion of the Excess Capital Contribution that remains
after consummation of an Excess Capital Contribution Offer may be used by the Company for any purpose not otherwise prohibited
by the Indenture. Within 10 days following the date on which the Company has received all Excess Capital Contributions to be made
in connection with the Purchaser’s Capital Contribution (and the total Excess Capital Contributions exceed U.S.$5,000,000),
the Company shall mail, by first-class mail or, if sent through DTC, send in accordance with DTC’s applicable procedures,
a notice to each Holder, with a copy to the Trustee, stating the Excess Capital Contribution Amount and offering to repurchase
Notes on the Excess Capital Contribution payment date specified in such notice, which date will be no earlier than 30 days and
no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in
such notice.


 


(8)         NOTICE
OF REDEMPTION. Subject to the provisions of Section 3.09 of the Indenture, notice of redemption will be mailed at least 30
days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be
redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if
the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes and portions
of Notes to be selected for redemption or purchase will be in minimum amounts of U.S.$150,000 or whole multiples of U.S.$1.00 in
excess thereof ; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of
such Notes, even if not a multiple of U.S.$1.00, will be redeemed or purchased.


 


(9)         DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons, initially issuable in minimum denominations of U.S.$150,000
and integral multiples of U.S.$1.00 in excess of thereof. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes
due on transfer or other similar governmental charges required to be paid in connection therewith. The Company shall not be required
to transfer or exchange any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company shall not be required to transfer or exchange any Notes for a period of 15 days before a selection
of Notes to be redeemed.


  



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(10)        PERSONS
DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.


 


(11)        AMENDMENT,
SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended or supplemented
with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional
Notes, if any, voting as a single class, and any existing Default or Event or Default or compliance with any provision of the Indenture
or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of
the then outstanding Notes, including Additional Notes, if any, voting as a single class (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Without the consent of any Holder
of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s
or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or consolidation or sale of
all or substantially all of the Company’s or such Guarantor’s assets in compliance with the Indenture, as applicable,
to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely
affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA, to allow any Guarantor to execute a supplemental indenture and/or a
Note Guarantee with respect to the Notes, to conform the text of the Indenture to any provisions of the “Description of Step-Up
Senior Notes” exhibit of the Disclosure Statement, to the extent that such provision in that “Description of Step-Up
Senior Notes” was intended to be a verbatim recitation of a provision of the Indenture or the Notes, as evidenced by an Officers’
Certificate, to provide for the issuance of Additional Notes under the Indenture to the extent otherwise so permitted under the
terms of the Indenture, or to evidence and provide for the acceptance of appointment by a successor Trustee.


  



    	A-8



    	 



    

 


(12)        DEFAULTS
AND REMEDIES. Events of Default include: (a) default for 30 days in the payment when due of interest or any Additional Amounts
on the Notes; (b) default in the payment when due (whether at maturity, upon redemption or otherwise) of the principal of, or premium,
if any, on, the Notes; (c) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.15, 4.24 or 5.01
of the Indenture; (d) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the
Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to
comply with any of the other covenants or agreements in the Indenture; (e) default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company
or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries),
whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, if that default (i) is caused
by a failure to pay principal of, or interest or premium, if any on, such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness on the date of such default or (ii) results in the acceleration of
such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with
the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been
so accelerated aggregates U.S.$10,000,000 or more; (f) failure by the Company or any of its Restricted Subsidiaries to pay final
judgments entered by a court or courts of competent jurisdiction aggregating in excess of U.S.$10,000,000, which judgments are
not paid, discharged or stayed for a period of 60 days; (g) except as permitted by the Indenture, any Note Guarantee is held in
any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor,
or any authorized Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee, or any
Collateral Document is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force
and effect; and (h) certain events of bankruptcy, reorganization, concurso mercantil, quiebra, insolvency or similar
laws of Mexico, the United States or any other jurisdiction described in the Indenture with respect to the Company or any of its
Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute
a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will
become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except
as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding
Notes may direct the Trustee in writing in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes
notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal
or interest or premium, if any, or a Default pursuant to clauses (e) or (f) of Section 6.01 of the Indenture) if it determines
that withholding notice is in their interest. The Trustee may, in good faith as determined by a Responsible Officer of the
Trustee, refuse to follow any direction that conflicts with applicable law or the Indenture that the Trustee determines may be
unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. The
Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf
of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the payment of the principal, interest or premium, if any,
on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and
the Company is required, upon becoming aware of any Default or Event of Default under the Indenture governing the Notes, to deliver
to the Trustee a statement specifying such Default or Event of Default.


 


(13)        TRUSTEE
DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans
to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee. However, if the Trustee acquires any conflicting interest,
it must eliminate such conflict within 90 days and, if required, apply to the SEC for permission to continue as Trustee (if the
Indenture has been qualified under the TIA) or resign.


 


(14)        NO
RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator or stockholder of the Company
or any of Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the
Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for
the issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.


  



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(15)        AUTHENTICATION.
This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


 


(16)        ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (=Uniform Gifts to Minors Act).


 


(17)        CUSIP
NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company
has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience
to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.


 


(18)        GOVERNING
LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES.
THE COLLATERAL DOCUMENTS SHALL BE GOVERNED BY THE LAWS OF MEXICO.


 




    	A-10



    	 



    

 


The Company shall
furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made
to:


 


Maxcom Telecomunicaciones,
S.A.B. de C.V. 

c/o Alarcón Espinosa Abogados, S.C.


Guillermo González Camarena, 1100,
3er piso


México, DF 01210

México

Attention: Gonzalo Alarcón I.


 




    	A-11



    	 



    

 


 


ASSIGNMENT
FORM


 


To assign this Note, fill in the form below:


 


	(I) or (we) assign and transfer this Note to:	 


(Insert assignee’s legal name)


 


 





 









(Insert assignee’s soc. sec. or tax
I.D. no.)


  


 






  


 



   


 












  


 






 (Print or type assignee’s name, address and zip
code)


 


	and irrevocably appoint	 




to transfer this Note on the books of the Company. The agent
may substitute another to act for him.


 


	Date:	 	 	Your Signature:	 
	 	 	(Sign exactly as your name appears on the face of this Note)


  


	Signature Guarantee*:	 	 


 


		*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).



 




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OPTION OF
HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased
by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, check the appropriate box below:


 


 ̈  → Section
4.10          ̈   → Section
4.15


 


If you want to elect to have only part of
the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have
purchased:


 


U.S.$__________


  


	Date:	 	 	Your Signature:	 
	 	 	(Sign exactly as your name appears on the face of this Note)
	 	 	 
	 	 	Tax Identification No.:	 	 


  


	Signature Guarantee*:	 	 


 


* Participant in a recognized Signature
Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 




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SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *


 


The following
exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive
Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:


 


	
        Date of

        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)
	 	
        Authorized

        Signature of

        Trustee or

        Custodian



 


* This schedule should be included only if the
Note is issued in global form.


 




    	A-14



    	 



    

 


EXHIBIT B


 


FORM OF NOTATION OF GUARANTEE


 


For value received,
each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed,
to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of October 11, 2013 (the “Indenture”)
among Maxcom Telecomunicaciones, S.A.B. de C.V., (the “Company”), the Guarantors party thereto, Deutsche
Bank Trust Company Americas, as trustee (the “Trustee”) and Collateral Agent, and Deutsche Bank Luxembourg
S.A., as Luxembourg sub-paying agent and transfer agent, (a) the due and punctual payment of
the principal of, premium, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the
due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual
performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture
and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will
be promptly paid in full when due or performed in accordance with the terms of the extension
or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes
and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article XI of the Indenture and
reference is hereby made to the Indenture for the precise terms of the Note Guarantee.


 


Capitalized terms
used but not defined herein have the meanings given to them in the Indenture.


 


	 	By:	 
	 		Name:  
	 		Title:  


  




    	B-1



    	 



    

  


EXHIBIT C


 


FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 


SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of ____________, 20__, among ______________(the “Guaranteeing Subsidiary”),
a subsidiary of __________________________ (or its permitted successor), a [•] corporation (the “Company”),
the Company, the other Guarantors (as defined in the Indenture referred to herein) and ______________, as trustee under the
Indenture referred to below (the “Trustee”).


 


WITNESSETH


 


WHEREAS, the
Company has heretofore executed and delivered to the Trustee an indenture, dated as of October 11, 2013 (the “Indenture”)
providing for the issuance of Step-Up Senior Notes due 2020 (the “Notes”);


 


WHEREAS, the
Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute
and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee
all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note
Guarantee”); and


 


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 Guaranteeing Subsidiary
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.          AGREEMENT
TO GUARANTEE. The Guaranteeing Subsidiary hereby provides
an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including
but not limited to Article XI thereof.


 


4.          NO
RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator,
stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any
Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental
Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes
by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of
the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC
that such a waiver is against public policy.


 


 



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5.          NEW
YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE.


 


6.          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.


 


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


 


8.          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 Guaranteeing Subsidiary and the Company.


 




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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:________________, 20__


 


	 	[GUARANTEEING SUBSIDIARY]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	MAXCOM TELECOMUNICACIONES, 
	 	S.A.B. DE C.V.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[EXISTING GUARANTORS]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	DEUTSCHE BANK TRUST 
	 	COMPANY AMERICAS, as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




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Exhibit
D


 


FORM OF INTERCOMPANY SUBORDINATION AND
CREDIT AGREEMENT


 


INTERCOMPANY SUBORDINATION
AND CREDIT AGREEMENT, dated as of [●], 2013 (this “Agreement”), by and among MAXCOM
TELECOMUNICACIONES, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized under
the laws of Mexico (together with its successors, the “Company”) and each and every one of the subsidiaries
of the Company listed in Exhibit A hereto (each a “Subordinated Subsidiary” and together with
the “Company,” the “Obligors”) for the benefit of the Indenture Trustee and the Collateral
Agent (as such terms are defined below) and for the pro rata benefit of the Holders (as such term is defined in the Step-Up
Senior Notes) of the Step-Up Senior Notes. Unless otherwise specified, all capitalized terms used but not defined herein shall
have the meaning assigned to them in the Indenture (as such term is defined below).


 


WHEREAS, on July 3,
2013, the Company and certain holders (“Consenting Senior Noteholders”) of
the 11.0% Senior Notes due 2014 (“Senior Notes”) reached agreement regarding the prepackaged plan of reorganization
(the “Plan”) with respect to the capital structure of the Company, including the Company’s obligations
under the Senior Notes;


 


WHEREAS,
on July 3, 2013, the Company and the Consenting Senior Noteholders entered into the Restructuring
and Support Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “RSA”)
providing for, among other things, agreement of the Consenting Senior Noteholders to support, and vote in favor of, the
Plan;


 


WHEREAS,
on July 23, 2013, the Company undertook a restructuring by commencing voluntary cases
under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532, in the United States Bankruptcy
Court for the District of Delaware to effect the Restructuring as set forth in the Plan, including the issuance of step-up senior
notes by the Company (the “Step-Up Senior Notes”);


 


WHEREAS, the Company
entered into the indenture governing the Step-Up Senior Notes, dated as of [Ÿ],
2013, by and among the Company, the guarantors named therein, Deutsche Bank Trust Company Americas, as Indenture Trustee
(in such capacity, the “Indenture Trustee”) and Collateral Agent (in such capacity, the “Collateral
Agent”), and Deutsche Bank Luxembourg S.A., as Luxembourg Sub-Paying Agent and Transfer Agent (as amended, restated,
supplemented or otherwise modified from time to time, the “Indenture” and, collectively
with the Plan and the RSA, the “Restructuring Documents”); and


 


WHEREAS, pursuant to
Section 4.23 (Limitation on Intercompany Indebtedness) of the Indenture, each of the Obligors has agreed to cause all Intercompany
Indebtedness (other than Ordinary Course Intercompany Indebtedness) to be subordinated to the Step-Up Senior Notes pursuant to
the terms of this Agreement and the Intercompany Trust Agreement, the terms of which, among other things, provide that any and
all such Intercompany Indebtedness will be subordinated to the Step-Up Senior Notes in liquidation and in right of payment.


 


NOW THEREFORE, in consideration of the foregoing,
each of the Subordinated Subsidiaries and the Company hereby covenant and agree as follows:


 




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REPRESENTATIONS


 


SOLE. Each Obligor represents that, given that
the Obligors form part of the same corporate group and by virtue of the Obligors’ operations in accordance with their respective
corporate purposes, (a) it has certain ongoing commercial relationships with the other Obligors and accounting practices that are
consistent with those of the other Obligors, (b) such transactions can be effectuated in the form of a single transaction on a
given cutoff date, and (c) it has determined that it is appropriate to execute this Agreement pursuant to the following terms:


 


CLAUSES


 


FIRST. Each of the Obligors, as a lender, grants
to each of the other Obligors, as a borrower, a current unlimited account line of credit in accordance with the provisions of article
296 of the Mexican General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones
de Crédito, or the “Law”) (each a “Credit”), which shall be used in connection
with activities within their respective corporate purposes (subject to any contractual limitations agreed with third parties, including,
but not limited to, the limitations existing under the Restructuring Documents).


 


Such line of credit is a revolving credit line granted in accordance
with the provisions of article 296 of the Law. The Obligors are permitted to make and collect payments in respect of such Ordinary
Course Intercompany Indebtedness so long as such Ordinary Course Intercompany Indebtedness is incurred, and such payments are made
or collected, in the ordinary course of business consistent with past practice.


 


SECOND. Borrowings by the Obligors under this
Agreement may be made for any purpose, including in connection with the provision of services transactions or any transfer of obligations
or rights (subject to any contractual limitations agreed with third parties, including, but not limited to, the limitations existing
under the Restructuring Documents); it being understood that the Obligors shall be permitted to incur any
Intercompany Indebtedness that complies with the terms and conditions of the Indenture and this Agreement.


 


THIRD. The Obligors shall collect or pay interest
rates similar to those prevailing in the market; it being understood that such rates may be subject to the
market fluctuations.


 


FOURTH. Any borrowings under this Agreement may
be effected in national or foreign currencies and must be consistent with the terms and conditions of the Indenture in all respects.


 


FIFTH. Within the thirty calendar days immediately
following the closing of each quarterly period ending on March 31, June 30, September 30 and December 31 of each calendar year,
commencing the next day immediately after the closing of the next quarterly period subsequent to the execution date of this Agreement,
the Company shall deliver:


 


(i)          to
the Subordinated Subsidiaries, an account statement including the transactions corresponding to the immediately preceding quarter
pursuant to this Agreement; and


 


(ii)         to
the Indenture Trustee (as defined below) and the Collateral Agent, a listing of all transactions and outstanding balances during
the preceding quarter pursuant to this Agreement.


 




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Notwithstanding the foregoing, the Obligors acknowledge that
payment of the balances owing by each such Obligor shall be payable pursuant to the terms and conditions agreed by each Obligor
(a) in accordance with their ordinary practices or (b) within the ninety calendar days immediately following the date on which
this Agreement is terminated for any reason.


 


SIXTH. The commissions and expenses derived from
the transactions referred to in this Agreement, shall be included in the aforementioned account statements.


 


SEVENTH. The registration of a Credit in the relevant
account pursuant to this Agreement shall not be construed as an admission or a waiver by any party regarding the validity of the
actions or agreements from which such Credit arises. In the event that any such action or agreement becomes null and void, the
corresponding registration pursuant to this Agreement shall be cancelled.


 


EIGHTH. Remittances of negotiable instruments
shall be deemed to be subject to the condition precedent of “Subject to Collection”, and therefore, in the event
that an Obligor under a negotiable instrument is unable to make payment thereunder, such Obligor shall timely notify the other
party thereto in order for it to effect the corresponding cancellation registries (including the restitution of the instrument
or instruments, if applicable).


 


NINTH. This Agreement is for an indefinite term
and, upon payment in full of the Step-Up Senior Notes, any of the Obligors may terminate this Agreement by providing prior written
notice to the other Obligors at least thirty calendar days prior to the proposed termination date.


 


TENTH. Any actions with respect to any errors
or omissions in relation to this Agreement or the borrowings thereunder must be brought within six months of the cancellation date
of the corresponding borrowing.


 


ELEVENTH. The parties hereto hereby agree as follows:


 


(i)          all
indebtedness incurred pursuant to this Agreement (collectively, the “Second Place Obligations”) shall at all
times, and for all legal purposes, be subordinated to the prior payment in full of the Step-Up Senior Notes and the obligations
under the Indenture;


 


(ii)         in
order to fulfill the subordination obligation referred to in section (i) above, each of the Obligors hereby authorizes the entry
into the Irrevocable Administration and Source of Payment Trust with Reversion Rights Agreement No. [●], dated as of [●],
2013 (the “Trust”) by and among the Obligors and [●] (or its successors or assignees), in its capacity
as trustee (the “Trustee”); a copy of the Trust is attached as Exhibit B hereto; and


 


(iii)        in
the event of a Concurso Proceeding (Procedimiento Concursal) (as defined in the Trust), the Obligors, in their capacity
as lenders, hereby agree that any payment in favor thereof made as Income (Ingresos) (as defined in the Trust), shall be
subject to the terms and conditions of the Trust and shall be applied first to the payment of the Step-Up Senior Notes and the
obligations under the Indenture determined as common Recognized Lenders (Acreedores Reconocidos) (as defined in the Trust)
pursuant to article 222 of the LCM in such Concurso Proceeding, and shall be applied to the payment of the Second Place Obligations
only after the Step-Up Senior Notes and the obligations under the Indenture have been paid in full.


 




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TWELFTH. All contracts entered
into by the Obligors in relation to the Intercompany Indebtedness to which none of the Consenting Senior Noteholders, the Indenture
Trustee and/or the Collateral Agent is a party shall be solely among the Obligors, and the Consenting Senior Noteholders, the Indenture
Trustee and/or the Collateral Agent shall incur no liability in respect thereof; provided, however, that the Consenting
Senior Noteholders the Indenture Trustee and the Collateral Agent shall be third party beneficiaries of such contracts to the extent
provided herein and shall have the right to enforce such contracts to such extent.


 


THIRTEENTH. In the event that an additional subsidiary
of the Company becomes a party to the Trust pursuant to the Intercompany Credit Account Agreement (Contrato de Cuenta Corriente
Intercompañías) (as amended, restated, supplemented or otherwise modified from time to time), upon execution
and delivery by such subsidiary of a counterpart of this Agreement, such subsidiary shall become a party hereunder with the same
force and effect as if originally named herein.


 


FOURTEENTH. The Obligors acknowledge that the
execution of this Agreement does not constitute a novation, remission or substitution of the debts contracted between them prior
to the date hereof.


 


FIFTEENTH. This Agreement shall be governed by
and construed in accordance with the laws of Mexico, including the Law. For all matters regarding the interpretation and performance
of this Agreement, the parties hereto expressly and irrevocably submit themselves to the jurisdiction of the competent courts of
the Federal District of Mexico, expressly waiving their right to any other jurisdiction to which they may be entitled by virtue
of their present or future domiciles or otherwise.


 


SIXTEENTH. This Agreement is made and entered
into solely for the benefit of the parties hereto, the Indenture Trustee, the Collateral Agent and the Holders (as such term is
defined in the Step-Up Senior Notes), and no other person or entity shall have any right of action hereon, right to claim any right
or benefit from the terms contained herein, or be deemed a third party beneficiary hereunder.


 


SEVENTEETH. The failure of any party to exercise
and/or delay in exercising any power or right hereunder shall not operate as a waiver thereof, nor shall any single or partial
exercise of any such power or right preclude any other or further exercise of any other power or right hereunder. Further, the
waiver by any party of any right or remedy hereunder on any occasion shall not be construed as a waiver of any such right or remedy
on any future occasion.


 


EIGHTEENTH. The parties further agree that this
Agreement shall not be amended or modified except by a writing signed by each of the parties hereto, the Indenture Trustee, the
Collateral Agent and the Consenting Senior Noteholders.


 


NINETEENTH. Notwithstanding anything herein to
the contrary, this Agreement shall be subject to the terms and conditions contained in Articles VII and X of the Indenture, on
a mutatis mutandis basis. Any notices hereunder required to be delivered to the Indenture Trustee or the Collateral Agent shall
be governed by Section 13.03 of the Indenture.


 


In consideration of the foregoing, the parties hereto have caused
this Agreement to be duly executed and delivered in the city of Mexico, on [●], 2013.


 




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MAXCOM TELECOMUNICACIONES, S.A.B. DE
C.V.


 


__________________________________


By: [●]


Title: Attorney-in-fact


 


[INCUMBENCY CERTIFICATE]


 


[TO COME]


 




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THE SUBORDINATED SUBSIDIARIES


 


Maxcom Servicios Administrativos, S.A. de
C.V.


Outsourcing Operadora de Personal, S.A.
de C.V.


TECBTC Estrategias de Promoción,
S.A. de C.V.


Corporativo en Telecomunicaciones, S.A.
de C.V.


Maxcom SF, S.A. de C.V.


Maxcom TV, S.A. de C.V.


Maxcom USA, Inc.


Telereunión, S.A. de C.V.


Telscape de Mexico, S.A. de C.V.


Sierra Comunicaciones Globales, S.A. de
C.V.


Servicios MSF, S.A. de C.V.


Sierra USA Communications, Inc.


Asesores Telcoop, S.A. de C.V.


Celmax Móvil, S.A. de C.V.


 


[●]


__________________________________


By: [●]


Title: Attorney-in-fact


 




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ACKNOWLEDGED BY:


 


INDENTURE TRUSTEE AND COLLATERAL AGENT


 


Deutsche Bank Trust Company Americas,


in its capacity as Indenture Trustee and
Collateral Agent


and for the pro rata benefit of the Holders
of Step-Up Senior Notes


 


__________________________________


By: [●]


Title: [●]


 




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EXHIBIT A


 


List of Subsidiaries


 


Maxcom Servicios Administrativos, S.A. de
C.V.


Outsourcing Operadora de Personal, S.A.
de C.V.


TECBTC Estrategias de Promoción,
S.A. de C.V.


Corporativo en Telecomunicaciones, S.A.
de C.V.


Maxcom SF, S.A. de C.V.


Maxcom TV, S.A. de C.V.


Maxcom USA, Inc.


Telereunión, S.A. de C.V.


Telscape de Mexico, S.A. de C.V.


Sierra Comunicaciones Globales, S.A. de
C.V.


Servicios MSF, S.A. de C.V.


Sierra USA Communications, Inc.


Asesores Telcoop, S.A. de C.V.


Celmax Móvil, S.A. de C.V.


 




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EXHIBIT B


 


Trust Agreement


 


[To be attached.]


 




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Exhibit
E


 


IRREVOCABLE ADMINISTRATION TRUST AGREEMENT
WITH REVERSION RIGHTS


 


entered into by and among


 


The companies listed in Appendix 1
hereof,


as Settlors and Beneficiaries in 


Second Place,


 


Banco Mercantil del Norte, S.A.


Institución de Banca Múltiple


Grupo Financiero Banorte,


as Trustee,


 


Deutsche Bank Trust Company Americas,


as Collateral Agent


and Beneficiary in First Place


on behalf and for the benefit of the
Preferred Lenders 


 


and


 


with the appearance of


 


Maxcom Telecomunicaciones, S.A.B. de C.V.


Maxcom Servicios Administrativos, S.A. de
C.V.


Outsourcing Operadora de Personal, S.A.
de C.V.


TECBTC Estrategias de Promoción,
S.A. de C.V.


Corporativo en Telecomunicaciones, S.A.
de C.V.


Maxcom SF, S.A. de C.V.


Maxcom TV, S.A. de C.V.


Maxcom USA, Inc.


Telereunión, S.A. de C.V.


Telscape de Mexico, S.A. de C.V.


Sierra Comunicaciones Globales, S.A. de
C.V.


Servicios MSF, S.A. de C.V.


Sierra USA Communications, Inc.


Asesores Telcoop, S.A. de C.V.


Celmax Móvil, S.A. de C.V.


 


as Counterparties 


 


[●], [●] 2013


 




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IRREVOCABLE GUARANTY
TRUST AGREEMENT WITH REVERSION RIGHTS No. F/[●] dated [●], [●], 2013 (hereinafter, the “Agreement”),
entered into by and among the companies listed in Appendix 1 hereof (jointly hereinafter, together with any Additional Settlor
(as hereinafter defined), “Settlors” or “Beneficiaries in Second Place”, as settlors and
beneficiaries in second place; the institution named Deutsche Bank Trust Company Americas, in its capacity as Collateral Agent
pursuant to the Indenture (as hereinafter defined), on behalf and for the benefit of Holders as Preferred Lenders (as hereinafter
defined) (in such capacities, hereinafter, together with their beneficiaries or assignees, indistinctly, “Collateral Agent”);
Banco Mercantil del Norte S. A., Institución de Banca Múltiple, Grupo Financiero Banorte, as trustee (hereinafter,
together with its beneficiaries or assignees, “Trustee”), and with the appearance of Maxcom Telecomunicaciones
S.A.B. de C.V. (hereinafter, “Maxcom”), Maxcom Servicios Administrativos, S.A. de C.V., Outsourcing Operadora
de Personal, S.A. de C.V., TECBTC Estrategias de Promoción, S.A. de C.V., Corporativo en Telecomunicaciones, S.A. de C.V.,
Maxcom SF, S.A. de C.V., Maxcom TV, S.A. de C.V., Maxcom USA, Inc., Telereunión, S.A. de C.V., Telscape de México,
S.A. de C.V., Sierra Comunicaciones Globales, S.A. de C.V., Servicios MSF, S.A. de C.V., Sierra USA Communications, Inc., Asesores
Telcoop, S.A. de C.V., and Celmax Móvil, S.A. de C.V., (hereinafter, the “Subordinate
Subsidiaries”, and together with Maxcom, the “Counterparties”).


 


BACKGROUND


 


I. On July 3rd 2013,
Maxcom together with the Subordinate Subsidiaries entered into certain Restructuring and Support Agreement by means of which they
agreed on restructuring the debt derived from the notes issued by Maxcom, known as “11% Senior Notes 2014” (“Senior
Notes”), by means of a proceeding under Chapter 11 of the Bankruptcy Code of the United States of America and the public
bidding of acquisition pursuant to the Securities Market Law of Mexico and the Securities Market Act of the United States of America.


 


II.
Pursuant to the foregoing, on [●] [●], 2013, Maxcom Telecomunicaciones S.A.B. de C.V., as issuer, issued certain indenture
(as may be amended, modified or restated, hereinafter the “Indenture”) by means of which notes with staggered
interest and initial annual interest of 6% were issued, from the date of their issuance until June 14, 2016, of 7% from June 15,
2016 until June 14, 2018 and of 8% from June 15, 2018 until the maturity (June 15, 2020) (“Step-Up Senior Notes”).
A copy of the Indenture is attached hereto as Exhibit “A ”. 


 


III. On [●] [●],
2013, Settlors, for the benefit of the Holders (as hereinafter defined), entered into an Intercompany Subordination and Credit
Agreement (as may be amended, modified or restated, hereinafter the “Intercompany Agreement”), pursuant to which
Settlors agreed to, among other matters, that the Lender Rights related to the Second Place Obligations (as such term is hereinafter
defined) are and will be subordinated at all times preferentially regarding the full payment of the First Place Obligations (as
hereinafter defined). A copy of the Intercompany Agreement is attached hereto as Exhibit “B”.


 


IV. With the purpose
of structuring and implementing a mechanism for the enforceability of the contractual subordination of the Lender Rights respect
to the First Place Obligations, Settlors intent to constitute an Irrevocable Administration Trust with Reversion Rights regarding
the Lender Rights and the rest of the Trust Estate.


 




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V. Except as otherwise
defined herein, capitalized terms in the Restructure Documents used herein shall have the meaning ascribed to such terms in the
Restructure Documents, as applicable.


 


VI. Settlors hereby
acknowledge the terms of the Restructure Documents, as well as the amounts payable to the Preferred Lenders pursuant to the foregoing,
as well as the existence and enforceability of the First Place Obligations.


 


STATEMENTS


 


I.            Each Settlor,
in its capacity as Settlor and Counterparty, as applicable, hereby states through its legal representative and under oath, that:


 


(a)         It is a company
duly incorporated and validly existing under the laws of its incorporation, authorized pursuant to its corporate purpose to enter
into this Agreement and to assume the obligations set forth therein.


 


(b)         It is its intention
to convey, exclusively, in its capacity as Settlor, the Lender Rights (as hereinafter defined) of which it is owner, to the Trust
Estate (as hereinafter defined) for the purposes set forth therein.


 


(c)         It is owner,
exclusively in its capacity as Settlor, of its Lender Rights payable by each Counterparty, to which it is entitled to, free of
any lien, option or other encumbrances or rights in favor of any third party and that are conveyed to the Trust Estate, pursuant
to this Agreement.


 


(d)         It has obtained
and maintained current all corporate, and if applicable, administrative or contractual authorizations necessary to comply with
its obligations derived therefrom.


 


(e)         The execution
and compliance of this Agreement does not contravene or constitute a breach of (i) any provision of its By-laws or other corporate
document, (ii) any contract, agreement, license, ruling, sentence or order to which it is party or to which any of its assets is
subject to, or (iii) any law, regulation, circular, order or decree of any governmental authority in force as of the date hereof,
that (exclusively in connection with this subsection (iii)) may affect the validity or enforceability of this Agreement.


 


(f)          This Agreement
is valid, binding and enforceable pursuant to its terms.


 


(g)         For the validity
and enforceability of this Agreement, exclusively in its capacity as Settlor, it does not require the consent, authorization or
submission of documents before authorities, registries or third parties; except for the notice pursuant to the provisions
of Article 389 of the GLNICT (as hereinafter defined), to the Counterparties regarding the Lender Rights of which it is owner,
to the Trust Estate, which is deemed made and accepted for all legal effects that may arise, by means of the appearance of Settlors
and the Counterparties, at the signing of this Agreement.


 




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(h)         As of this date,
its representative has the necessary authorities to bind it under the terms hereof, authorities that as of this date have not been
revoked, limited or modifies in any manner whatsoever.


 


(i)          By means of this
Agreement it expressly acknowledges (i) the existence of the Preferred Lenders and Collateral Agent, and (ii) the capacity of Collateral
Agent derived from the Indenture in order to act as commission agent on behalf and for the benefit of the Preferred Lenders, the
latter as Beneficiary in First Place, acting not it a personal capacity, but only in the capacity as Collateral Agent in favor
of the Preferred Lenders hereunder, regarding the execution and enforceability of this Agreement and full legal capacity and authority
of the representative of Collateral Agent to execute this Agreement.


 


(j)          As of the date
hereof, to the best of its knowledge, after due inquiry, there is no pending or existence of any threat of action, suit, investigation
or proceeding before any court, governmental agency, arbitrator or judicial entity that affects or might affect the legality, validity
or enforceability of this Agreement or the Trust Estate.


 


(k)         It is Creditworthy
(as hereinafter defined).


 


(l)          The assets and/or
rights, including the Lender Rights conveyed and, if applicable, the Income, exclusively in its capacity as Settlor, for purposes
hereof are lawful, derived from legal activities, there being no connection whatsoever between the source or destination of the
resources, assets and/or rights conveyed with unlawful activities or support-related to terrorists, particularly with those foreseen
in articles 139, 148 Bis and 400 Bis of the Mexican Federal Criminal Code and obliges to provide Trustee with any information required
by Trustee in order to comply with the provisions of Article 115 (one hundred fifteen) of the General Law of Negotiable Instruments
and Credit Transactions (hereinafter, the “GLNICT”) and other provisions and internal policies of Trustee.


 


(m)        It acknowledges
and expressly agrees that Trustee does not know nor it shall know, interpret or verify the terms and conditions of other agreements
related or derived from this Agreement that have been or are issued by the parties, including, without limitation, the Restructure
Documents, therefore it acknowledges that Trustee is not, nor it shall be liable in any manner whatsoever, respect to the truthfulness,
legitimacy, authenticity or legality of such agreements and that Trustee, except if it is a party thereto or executes such in compliance
with instructions pursuant hereto, it is not, nor it shall be obliged in any manner whatsoever under the terms and conditions of
such agreements or documents and their respective exhibits.


 


(n)         It acknowledges
and agrees that this Trust is not an investment trust for all legal effects that may arise.


 


(o)         Trustee has explained
the meaning of the expressed in statement III, subsection (b) below, as well as the extent of the content hereof.


 




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(p)         By means of the
execution hereof, it expressly and irrevocably authorizes Trustee, in terms of Article 28 of the Law to regulate Credit Information
Companies, at the sole cost and expense of Maxcom conducts the constitution hereof and at any time during the term hereof, as many
consultations as it deems convenient to the credit information company or companies that operate in Mexico respect to each Settlor.


 


(q)         It has opted,
exclusively in its capacity as Settlor, on complying on its account, with the obligations set forth in Article 16 of the Flat Rate
Business Tax Law, if applicable.


 


(r)          As of the date
hereof and as a result of the execution hereof, Trustee will unconditionally be the lawful owner of the Lender Rights.


 


(s)         The information
or documents delivered by each Settlor to Trustee to procure the execution hereof, does not contain false data, neither it omits
a material fact or any other information that might lead Trustee to come to erroneous conclusions respect to its consent to the
execution hereof.


 


II.          Collateral Agent hereby states
through its legal representative, that:


 


(a)         It is a credit institution duly
incorporated and validly existing pursuant to the laws of the United States of America (“USA”), acting in its
capacity as Collateral Agent, on behalf and for the benefit of the Preferred Lenders, as Beneficiary in First Place hereunder,
pursuant to the provisions of the Indenture.


 


(b)         Its
representative has the necessary and sufficient legal authorizations to enter into this Agreement that as of the date hereof, have
not been revoked or modified in any manner whatsoever.


 


(c)         It acknowledges
and expressly agrees that Trustee does not know nor it shall know the terms and conditions of other agreements related or derived
from this Agreement, including, without limitation, the Restructure Documents that have been or are issued by Collateral Agent
with the Parties; therefore it acknowledges that Trustee is not, nor it shall be liable in any manner whatsoever, respect to the
truthfulness, legitimacy, authenticity or legality of such agreements and that Trustee, except if it is a party thereto or executes
such in compliance with instructions pursuant hereto, it is not, nor it shall be obliged in any manner whatsoever under the terms
and conditions of such agreements or documents and their respective exhibits.


 


(d)         Trustee has explained
the meaning of the expressed in statement III, subsection (b) below, as well as the extent of the content hereof.


 


(e)         It has issued the Indenture
in its capacity as Trustee (as defined Trustee under the Indenture) and Collateral Agent and is subject to the terms
set forth in the Indenture.


 




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(f)          No information
or document delivered by Collateral Agent to Trustee, as the case may be, to procure the execution hereof contains false data,
neither it omits a material fact or any other information that might lead Trustee to assume erroneous conclusions respect to its
consent to the execution hereof.


 


III.         Trustee
hereby states through its delegates, that:


 


(a)         It is a credit institution
duly incorporated and validly existing under the laws of Mexico, duly authorized to enter into trust transactions, pursuant to
the provisions of the LCI and its secondary regulations.


 


(b)         Pursuant
to the provisions of Article 106, fraction XIX, subsection b) of the LCI, it states that it unequivocally explained to all Parties
hereto, the value and legal results of such article, that is transcribed below:


 


“ARTICLE 106.
It shall be prohibited to credit institutions:


 


...


 


XIX. When entering
into the transactions referred to in Section XV of Article 46 of this Law:


 


a)           Repealed;


 


b)          To
respond to settlors, principals or agents, of any breach by the debtors, for loans granted thereto, or on behalf of issuers, for
securities acquired, unless it is due to their fault, as set forth in the last paragraph of article 356 of the General Law
of Negotiable Instruments and Credit Transactions, or to guarantee obtaining certain returns in connection with funds, the investment
of which is requested therefrom.


 


If upon
termination of the trust agreement, mandate or agency established to grant loans, any such loans shall have not been repaid by
the debtors, the institution shall transfer them to the settlor or the beneficiary, as the case may be, or to the representative
or agent, without repaying any outstanding amounts.


 


In any
trust agreements, mandates or agencies, the prior paragraphs shall be inserted conspicuously, as well as a representation from
the institution to the effect that it has, clearly and unequivocally, made its meaning be known to the persons from which it has
received rights or assets for conveyance to the trust.


 




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c)           Act
as trustees, principals or agents in trusts, mandates or agencies, respectively, by means of which resources from the public, directly
or indirectly, are raised through any act derived from any direct or contingent liability, except if it relates to trusts incorporated
by the Federal Government through the Ministry of Finance and Public Credit and trusts through which securities that are registered
in the National Registry of Securities pursuant to the provisions of the Securities Market; 


 


d)           Conduct
the trusts, mandates or agencies provided in second paragraph of Article 88 of the Law of Investment Companies; 


 


e)            Act
in trusts, mandates or agencies through which financial limitations or prohibitions provided in the financial laws are avoided;



 


f)            Use
funds or securities of the trusts, mandates or agencies intended for the granting of credits, in which the trustee has the discretionary
authority for the granting of such credits to enter into transactions by means of which its delegates might become debtors; the
regular or alternate members of the board of directors, being or not at office; the employees and officers of the institution;
the members of the technical committee of the corresponding trust; first degree ascendants or descendants or spouses of the summoned
people, the companies in which meetings such people or institutions have the majority; likewise those people that the Central Bank
of Mexico determines by means of general provisions,


 


g)           Manage
agricultural lands, unless it has received the management for the distribution of the estate between heirs, legatees, associates
or creditors to pay an obligation or to guaranty its compliance with the value of the land or its products, in these events without
exceeding a term of two years, except for production or guaranty trusts; and


 


h)           Enter
into trusts that manage amounts of money contributed periodically by groups of consumers comprised through commercialization systems,
intended for the acquisition of certain goods or services, from such provided in the Federal Consumer Protection Law.


 


Any agreement contrary
to what is set forth above shall not have legal validity...”.


 


From the Mexican General
Law of Negotiable Instruments and Credit Transactions:


 


“Article 382.
...The trust that is created in favor of the beneficiary will be void, unless as foreseen in the next paragraph, and in the
other applicable legal dispositions. 


 




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The financial institution
may be beneficiary in the trust agreement having the purpose of serving as instruments of payment of due obligations, in case of
credits granted by the same institution for the performance of business activities. Under that assumption, the parties shall agree
on terms and conditions to resolve possible conflicts of interest. 


 


Article 394. The
following are prohibited: 


 


		I.	Secret trust agreements: 



 


		II.	Those trust agreements in which the benefit is granted to different persons successively in
which they should substitute the former beneficiary upon its death, unless in the case in which the substitution is performed in
favor of persons that are already alive o conceived as of the date of the trustor;



 


		III.	Those trust agreement with a term longer that fifty years, when the designated beneficiary is
a legal entity which is not a public right legal entity or a beneficiary institution. Notwithstanding the foregoing, trust agreement
may be created with terms longer than fifty years when the purpose of the trust is the maintenance of scientific or artistic museums
without lucrative purposes. 



 


Article 117.- The information and documents
relative to the operations and services as referred to in article 46 of this Law, will be considered as confidential, therefore
the credit institutions, in protection of the privacy right of their clients and users as set forth in this article, shall not,
by any circumstances, give news or information of the deposits, operations or services, including those set forth in fraction XV
of said article 46, but until the depositor, debtor, right holder, beneficiary, trustor, trust beneficiary, committee or mandatory
or their legal representatives or those to which a power of attorney has been granted to dispose of the account or to invest in
the operation or service. 


 


As an exception to the paragraph above,
the credit institutions shall be obliged to give the new or information as referred to in the foregoing paragraph, when requested
by judicial authority as resolved in a legal proceeding in trial in which the right holder or, as the case may be, the trustor,
trust beneficiary, trustee, committee, commissionist, mandatory or grantor of the mandate, are the defendant party. For the effects
of this paragraph, the judicial authority may formulate their request directly to the credit institution or throughout the national
Bank and Securities Commission. 


 


The credit institutions will also be
excepted of the prohibitions set for in the first paragraph of this article, and therefore, obliged to give the news or information
as mentioned, in the cases in which such are requested by the following authorities. 


 


		I.	The Mexican Attorney General of the public officer to which the authority to require information
has been delegated, to provide evidence of the object of the crime and probable responsibility of the defendant; 



 




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		II.	The attorney generals of the Federal States and the Federal District or assistance attorney
generals, to provide evidence of the object of the crime and probable responsibility of the defendant; 



 


		III.	The Military Justice Attorney General to provide evidence of the object of the crime and probable
responsibility of the defendant; 



 


		IV.	Federal tax authorities, for tax purposes; 



 


		V.	The ministry of Finance and Public Credit, for the effects as provided in article 115 of this
law; 



 


		VI.	The Federal Treasurer, whenever the act of supervision is warranted, to request statements of
account and any other information related to the personal accounts of public officers, auxiliaries, and , as the case may be, and
individuals related to the investigations; 



 


		VII.	Superior Auditing of the Federation, in the exercise of their supervision and auditing authority
of the Pubic Federal Accounts and with respect to the accounts and contracts in which federal public resources are being managed
or disposed; 



 


		VIII.	The Secretary and alternate secretary of the Public Function Ministry, in exercise of the investigation
and auditing authority to verify the evolution of the estate of the federal public officers; 



 


The request of information
and documents referred to in the foregoing paragraph shall be prepared in every case, within the verification proceeding referred
to in articles 41 and 42 of the Federal Law of Administrative Responsibilities of the Public Officers; and


 


		IX.	Auditing Unit of the Resources of Political Parties, technical body of the General Board of
the Federal Electoral Institute for the exercise of their legal attributions, in the terms set forth in the Federal Code of Electoral
Institutions and Procedures. The electoral authority of the federal entities shall require and will obtain the information as deem
necessary also for the exercise of their legal attribution throughout the aforementioned unit. 



 


The authorities mentioned
in the items above shall require news or information as referred to in this article in the exercise of their authority and in accordance
with the legal dispositions that may be applicable. 


 


The requiring parties referred
to the third paragraph of this article shall be prepared with the due legal funding and legal motivation, by means of the National
Banking and Securities Commission. The public officers and the institutions set forth in fractions I and VII, and the auditing
unit referred to in fraction IX, may opt to require the judicial authority to issue the judicial request at may correspond, to
cause the credit institutions to deliver the requested information, as long as such officers or authorities specify the name of
the institution, account number, number of the account holder or user and other information and elements that allow its due identification,
in accordance with the operation in question; 


 




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The foregoing, does not affect
the obligation of the credit institutions to deliver tot eh National Banking and Securities Commission, any type of information
and documents that, in exercise of their authority of inspection and supervision, are required in relation with the operations
they enter into and the services they render, as well as neither the obligation to provide information as requested by the Bank
of Mexico, the Bank Savings Institute and the Protection and Defense of the Financial Services Users Commission, in the terms of
the applicable legal dispositions. 


 


It will be deemed that there
is no violation to the operation own secrets referred to in fraction XV of article 46 of this Law, in the cases in which the Federal
Auditing Superior, in accordance with its operative law, require the information as referred to in this article.” 


 


Likewise, pursuant
to the provisions of Rule 5.5 of the Circular 1/2005, the applicable provisions of Rule 6 of such circular are transcribed below,
for the applicable effects:


 


“6.1         In
the execution of trusts, the following shall be prohibited to the Financial Institutions:


 


		a)	Charge to the trust estate with process other than the ones agreed at the time of the closing
of the corresponding transaction; 



 


		b)	Guaranty the perception of yields or prices for the funds which investment are entrusted, and



 


		c)	Conduct transactions in terms and conditions contrary to its internal policies and to sound
financial practices 



 


6.2         Financial
Institutions shall not enter into transactions with securities or any other financial instrument that does not comply with the
specifications agreed upon the corresponding trust agreement.




 


6.3         Financial Institutions
shall not enter into Trusts that they are not authorized to execute pursuant to the laws and provisions that regulate such Financial
Institutions. 


 


6.4         In no event Financial
Institutions may pay any penalties imposed thereto by any authority, at the trust estate expense. 


 




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6.5         In guaranty trusts,
Financial Institutions and Sofoles shall not receive goods or rights other than which purpose is to guaranty the corresponding
obligations.


 


6.6         Financial
Institutions shall comply with the provisions of Articles 106 fraction XIX of the Credit Institutions Law, 103 fraction IX of the
Securities Market Law (SML), 62 fraction VI of the General Law of Insurance Institutions and Mutual Societies and 60 fraction VI
Bis of the Federal Law of Bond and 16 of the Organic Law of the Agriculture Financial, as applicable to each Institution.”


 


In the same sense, in accordance with Circular
Letter 1/2005, the Trustee has made knowledgeable to the other parties under this agreement that is will respond for civil responsibilities
for the damages and losses caused by the non performance of its obligations under this Agreement, as determined by the competent
judicial authority.


 


(c)         Its delegates
have the necessary and sufficient legal authorizations to enter into this Agreement, that as of the date hereof, have not been
revoked or modified in any manner whatsoever.


 


(d)         It is its desire
to act as Trustee in the Trust and states its fiduciary performance in compliance with the legal and applicable provisions hereunder.


 


(e) It reserves the
right require the other parties, to be informed with respect to the origin of the contributions made to increase the trust estate
of the Agreement, in accordance with article 115 of the LIC and the current general dispositions in place, of the text that modifies,
or of the dispositions, circular letters or norms that substitute them.


 


IN CONNECTION WITH
THE FOREGOING, and considering the obligations, agreements and statements set forth herein, Parties agree and bind themselves to
the following:


 


CLAUSES


 


FIRST.    Definitions.
(a) The following capitalized terms used herein, have the following meaning (all terms in this Fist Clause and the rest of the
provisions used in singular shall have the same meaning when used in plural and vice-versa):


 


“Preferred
Lenders” means collectively (without duplicating), the Holders in accordance with the Indenture, together with its beneficiaries
or assignees hereby represented by the Collateral Agent.


 


“Recognized
Lenders” means respect to any Person, the lenders recognized in the credit recognition, graduation and preference resolution
issued by the corresponding District judge in terms of the IL regarding an Insolvency Proceeding of
any Counterparty. 


 


“Indenture”
means the indenture dated [●] [●],
2013 entered into Maxcom as issuer and Deutsche Bank Trust Company Americas in its capacity as Trustee (as the term Trustee is
defined under the Indenture) and as Collateral Agent.


 




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“Collateral
Agent” has the meaning ascribed to such term in the Indenture.


 


“Circular
Letter” means Circular Letter 1/2005 (as it may be amended or by any means modified, at any moment), issued by the Bank
of Mexico, containing the Rules that Multiple Banking Institutions, Brokerage Firms, Insurance Institutions, Fianza Institutions,
Limited Purpose Financial Companies shall observe in trust operations.


 


“Civil Code”
means the Federal Civil Code and its correlatives for the federal entities of the United Mexican States, including the Federal
District, as amended from time to time.


 


“Exercise
Confirmation” has the meaning ascribed to such term in subsections (d) (y) of Fourth Clause
hereof. 


 


“Counterpart(y)(ies)”
has the meaning ascribed to such term at the beginning hereof and that mean, individually or collectively, the entities identified
as such in Appendix 1 hereof, in their capacity as revolving account holder pursuant to the Intercompany Revolving Credit Agreement.


 


“Agreement”
has the meaning ascribed to such term at the beginning hereof.


 


“Revolving
Credit Agreement” means the Intercompany Revolving Credit Agreement or Agreements, including the Intercompany Agreement
entered into prior to the date hereof by Settlors, as such agreements may be amended, modified or restated from time to time, which
form is attached hereto Exhibit “C”.


 


“Intercompany Agreement”
has the meaning ascribed to such term in Background III hereof and attached hereto as Exhibit “B”.         


 


“Trust Accounts”
has the meaning ascribed to such term in subsection (a) of Clause Sixth hereof.


 


“Lender Rights”
means, each and all rights that Settlors have as lenders, pursuant to the corresponding Revolving Credit Agreements.


 


“Subscription
Rights” means the right of a Recognized Lender to vote, authorize, subscribe and veto the intercreditor’s agreement
in an Insolvency Proceeding set forth in Articles 156, 157 and others applicable of the IL.


 


“Business
Day” means a day of the week that is neither a Saturday nor a Sunday or a day on which commercial banks located at Mexico
City, Federal District or New York, New York, United States of America, are authorized or required by law or by judicial ruling,
to close.


 


“Restructure
Documents” means, collectively, the Support and Restructure Agreement, the Indenture, the Step-Up Senior Notes, the Intercompany
Agreement and any other instrument, plan, title, credit, document or agreement documenting payment obligations in charge of Maxcom
and related directly to such agreements (including any amendment, modification or restatement to such documents).


 




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“Dollars”
or “U.S.$”  means dollars, legal currency of the United States of America.


 


“Beneficiary
in First Place” means, Deutsche Bank Trust Company Americas acting in its capacity as Collateral Agent, on behalf and
for the benefit of the Preferred Lenders.


 


“Beneficiaries
in Second Place” has the meaning ascribed to such term at the beginning hereof that are listed in Appendix 1 hereof.


 


“Trust”
means, the irrevocable administration trust with reversion rights No. F/[●] constituted pursuant to the terms hereof.


 


“Additional
Settlor” means any Person other than Settlors that enter into this Agreement as of the date hereof, adhering hereto from
time to time by means of a conveyance agreement substantially in terms of the document attached hereto as Exhibit “D”.


 


“Settlors”
has the meaning ascribed to such term at the beginning hereof and each Additional Settlor, if applicable.


 


“Trustee”
has the meaning ascribed to such term at the beginning hereof.


 


“Purposes”
has the meaning ascribed to such term in Clause Fourth hereof.


 


“Authorized
Officer” has the meaning ascribed to such term in Clause Eighteenth hereof.


 


“Taxes”
means any federal, state, local, domestic or foreign tax derived from gross income, estimates, licenses, payroll, employment, indirect
tax, postage stamp tax, occupation, premium tax, unexpected profits, franchises, profits, retentions, social security, unemployment,
disqualifications, transactions, sales, use, transfers, registries, value added tax, alternative or any other tax, commission,
charge, lien, tariff, valuation, obligation or contribution of any nature whatsoever, imposed by any governmental authority including
any interest, penalty or any other tax addition that may result payable in connection therewith.


 


“Income”
means the resources definitely authorized, paid in an Insolvency Proceeding, respect to the Lender Rights that are recognized as
Recognized Lenders, as a consequence of (i) the approval of an Insolvency Proceeding in terms of Title Fifth of the IL or (ii)
payment to Recognized Lenders pursuant to a bankruptcy resolution in terms of Title Seventh, Chapter III of the BL.


 


“Exercise
Instruction” has the meaning ascribed to such term in subsections (d) (i) (x) of Clause
Fourth hereof.


 


“Permitted
Investments” has the meaning ascribed to such term in Clause Seventh hereof.


 


“IL”
means the Insolvency Law (Ley de Concursos Mercantiles), as may be modified from time to time.


 




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“GLNICT”
means the General Law of Negotiable Instruments and Credit Transactions, as may be modified from time to time.


 


“CIL”
has the meaning ascribed to such term in subsection (l) of Statement I hereof.


 


“Majority of
the Preferred Lenders” means, the majority of the Holders of Step-Up Senior Notes (as such term is defined in the Indenture)
existing and outstanding.


 


“Maxcom”
has the meaning ascribed to such term at the beginning hereof.


 


“Mexico”
has the meaning ascribed to such term in subsection (a) of Statement II hereof.


 


“Insolvency
Notice” means the written notice delivered in original by Collateral Agent to Trustee, pursuant to the terms of the form
attached hereto as Exhibit “E”, in which Collateral Agent (i) notifies that a competent judge has issued
a Insolvency declaration, and (ii) conspicuously credits the foregoing, attaching copy of (A) the publication of the Insolvency
Resolution by the corresponding court, in the courtroom or by legal gazette, (B) the personal notice of the Insolvency Resolution,
conducted by the conciliator or liquidator, (C) the publication of the extract of the resolution in the Federal Official Gazette,
or (D) any other form permitted by the CIL and other legal applicable provisions..


 


“Instruction
Notice” has the meaning ascribed to such term in subsections (d) (i) (x) of Clause Fourth hereof.


 


“First Place
Obligations” means the payment obligations in charge of Maxcom, including its subsidiaries, pursuant to the Restructure
Documents, expressly excluding from the First Place Obligations for all legal effects of this Agreement, the obligations under
the Intercompany Agreement, and including, without limitation, the full and timely payment of principal, interests, accessories
and all amounts that for any concept may be claimable to or payable by Maxcom or the Counterparties (being its termination agreed
upon, early termination or by any other manner), registry expenses and insurance premiums.


 


“Second Place
Obligations” means each and all payment obligations in charge of any Counterparty, pursuant to the Intercompany Agreement
and the corresponding Intercompany Revolving Credit Agreement, including, without limitation, the payment of principal, interests,
accessories and all amounts that may be claimable or payable by any Counterparty pursuant to the corresponding Intercompany Agreement.


 


“Other Insolvency
Rights” means any right assigned in favor of a Recognized Lender, other than the Subscription Right in an Insolvency
Proceeding.


 


“Party”
means any party hereto and “Parties” means collectively, the parties hereof.


 




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“Trust Estate”
has the meaning ascribed to such tern in Clause Fifth hereof.


 


“Person”
means a physical person, company, corporation, joint venture, limited liability company, trust, irregular company, co-investment
or any other company, business entity or governmental authority, having or not a legal identity.


 


“Pesos”
or “$” means the legal currency of Mexico.


 


“Confirmation
Period” has the meaning ascribed to such term in subsections (d) (i) (y) of Clause Fourth hereof.



 


“Insolvency
Proceeding” means the jurisdictional insolvency or bankruptcy proceeding, that any of the Parties may be subject to,
pursuant to the IL.


 


“Representative
of Settlors” has the meaning ascribed to such term in Clause Ninth hereof.


 


“Insolvency
Resolution” means the resolution by which a competent judge declares on Insolvency any of the Counterparties.


 


“Solvent”
means, respect to any Settlor on a determined date, that on such date, (i) the current market value of the assets of such Settlor
is greater than its subordinated and contingent liabilities of such Settlor (ii) such Settlor may pay its subordinate or contingent
or other kind of debts and obligations, while such debts and obligations are due and payable, (iii)
such Settlor does not have an unjustified low capital for the conduction of its current businesses, in the manner that it actually
conducts such businesses and the proposed manner to conduct them as of such date, (iv) such Settlor is not in general breach
of its payment obligations pursuant to the conditions provided in sections I and/or II of Article 10 of the BL, and none of the
events listed in sections I to VII of article 11 of the IL occurs to such Settlor. The amount of the contingent liabilities at
any time will be calculated on the basis of the amount arising from all facts and circumstances at certain time, that represents
the amount that may reasonably be expected as current or due liability.


 


“Step-Up Senior
Notes” means the debt securities issued pursuant to the Indenture.


 


“Subsidiary”
may be understood in connection to other Person, as (i) each corporation, company, association, joint venture or any other legal
entity of which such Person is an owner, directly or indirectly, of shares or other interests in the estate and (ii) each corporation,
company, association, joint venture or other legal entity of which such Person or other Subsidiary of such Person is the majority
or controlling shareholder.


 


“Holders”
means, any Persons that under the Indenture are the holders of the Step-Up Senior Notes (as such term is defined in the Indenture).


 


“Trimester”
means the period ending on March 31, June 30, September 30 and December 31 of each calendar year.


 




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(b) Any reference to
a Clause, subsection, paragraph, exhibit or similar, shall be deemed made to a clause, subsection, paragraph, exhibit or similar
hereof, unless its expressly indicated that such clause, subsection, paragraph, exhibit or similar are referred to another document.


 


SECOND. Parties
to the Trust. The following are Parties to this Agreement:


 


	Settlors and Beneficiaries y 	 
	In Second Place:	The companies listed in Appendix 1 hereof and any Additional Settlor.
	 	 
	Beneficiary in First Place:	Deutsche Bank Trust Company Americas (together with its successors or assignees) acting as Collateral Agent, not in its individual capacity, but on behalf and for the benefit of the Preferred Lenders. 
	 	 
	Trustee:	Banco Mercantil del Norte, S. A., Institución de
	 	Banca Múltiple, Grupo Financiero Banorte 
	 	 
	Collateral Agent	Deutsche Bank Trust Company Americas.


 


Any change of Beneficiary,
by appointment, assignment of rights or by any other manner whatsoever, shall be notified to Trustee, who will previously express
its consent in connection therewith, which consent shall not be unreasonably withheld.


 


Failure to notify Trustee
or its lack of consent, shall release it from the liability of acknowledging any beneficiary other than the one registered.


 


THIRD. Constitution
of the Trust.


 


(a)         Settlors hereby
constitute the Irrevocable Administration Trust with Reversion Rights No. F/[●] to which they convey in fiduciary property
the ownership of the Lender Rights of which they are or may be owners. Settlors hereby deliver to Trustee and the Counterparties
an original of the Intercompany Agreement and the Revolving Credit Agreement and Settlors, by means of the execution hereof, expressly
agree on the contribution and conveyance of the Lender Rights that is unrestrictedly made pursuant to this Agreement. In case that
after the date hereof, the Intercompany Agreement or the Revolving Credit Agreement are amended or modified in order to adhere
an Additional Settlor, Settlors agree to convey the Lender Rights of the corresponding Additional Settlor to the Trust Estate,
prior consent of the Counterparties, within a period no longer than 10 (ten) Business Days following the date of execution thereof,
by means of a conveyance agreement, substantially in terms of the document attached hereto as Exhibit “D”.


 


(b)


Banco Mercantil del
Norte, S. A., Institución de Banca Múltiple, Grupo Financiero


 




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Banorte hereby accepts
its appointment as trustee pursuant to this Agreement and obliges to assume its functions pursuant to the provisions hereof.


 


(c)         Respect to the
Trust Estate hereby or in the future transferred to the Trust, Settlors shall be liable for the restitution in case of eviction
and hidden defects, in accordance with the Civil Code.


 


FOURTH. Purposes
of the Trust. The purposes of the Trust that Parties hereto agree and determine for the compliance by Trustee (the “Purposes”),
are:


 


(a)         That Trustee
receives in trust property the present or future assets and rights that are part of the Trust Estate.


 


(b)         That Trustee
maintains the ownership of the Trust Estate. Trustee shall be the sole owner of the Trust Estate and shall manage such Trust Estate
in accordance with the provisions expressly set forth herein and in the applicable legal provisions.


 


(c)         That, subject
to the occurrence of the event mentioned in subsection (d) of this Clause Fourth and to the provisions of items (b) of Clause Sixth,
and item (a) of Clause Eighth of this Agreement, and with the agreement of the Collateral Agent, Trustee allows Settlors and conducts
the acts necessary to permit Settlors the full management, operation and exercise of each and all rights related to the Lender
Rights (and any other right or resource arising therefrom), in the understanding that it will not be necessary to instruct Trustee
the manner of exercising such Lender Rights owned by the corresponding Settlor; in the understanding that, except for the
application of the Income in the event set forth in subsection (d) of Fourth Clause hereof, no resource related to the Lender Rights
shall be transferred, deposited or managed through the Trust Accounts; hence in case that such resources are deposited or transferred
in the Trust Accounts, Trustee shall promptly deliver such resources to the corresponding Settlor (within a period no longer than
two (2) Business Days), in the account that the Representative of Settlors indicates in writing to Trustee.


 


(d)         That in case
Collateral Agent delivers to Trustee an Insolvency Notice, Trustee:


 


(i) exercises
all rights related to the Other Insolvency Rights in an Insolvency Proceeding respect to the Lender Rights, pursuant to the following
procedure:


 


(x) the Representative of Settlors
may deliver written instructions to Trustee and Collateral Agent setting forth the manner of exercising any of the Other Insolvency
Rights (an “Exercise Instruction”); in the understanding that, the Representative of Settlors shall notify
such Exercise Instruction for it to be valid, no later than the next day following the origin of the right or obligation of exercising
the Other Bankruptcy Right (la “Instruction Notice”),


 




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(y) Collateral
Agent, within a period no longer tan the least of (A) 45 (forty five) Business Days following the reception of the Instruction
Notice and (B) the immediate day preceding the day on which the term for the exercise of the applicable Other Insolvency Rights
is due pursuant to the IL (the “Confirmation Term”) shall communicate in original writing to Trustee (with copy
to the Representative of Settlors) its consent or objection (with justified cause) respect to the instructions set forth in the
Exercise Instruction (the “Exercise Confirmation”), pursuant to its rights and obligations in terms of the Indenture;
in the understanding that, in case that,


 


(A) the Exercise
Confirmation fully objects the instructions set forth in the Exercise Instruction, Trustee shall refrain from exercising or allowing
the Representative of Settlors, the exercise of the instructions set forth in the Exercise Instruction, while it does not receive
a new Exercise Confirmation approving to proceed pursuant to the Exercise Instruction;


 


(B) the Exercise
Confirmation partially objects the instructions set forth in the Exercise Instruction, Trustee shall refrain from exercising or
allowing the Representative of Settlors, the exercise of the instructions set forth in the Exercise Instruction partially objected,
while it does not receive a new Exercise Confirmation approving to proceed pursuant to the instructions set forth in the Exercise
Instruction partially objected;


 


(C) Collateral
Agent (1) expresses its (full or partial) consent or non-objection to the Exercise Confirmation or (2) it does not deliver the
Exercise Confirmation within the Confirmation Term, Trustee shall exercise or allow the Representative of Settlors the (full or
partial) exercise of the instructions set forth in the Exercise Instruction in its terms;


 


(ii) exercises
all rights related to the Subscription Rights in the corresponding Insolvency Proceeding, exclusively pursuant to the instructions
provided by Collateral Agent to Trustee; in the understanding that Collateral Agent shall act precisely pursuant to its rights
and authorizations for such effects provided in the Indenture, particularly in section 4.23(iii) of the Indenture. Collateral Agent
shall not have, by reason hereof or any of the Restructure Documents, a fiduciary relationship with any Preferred Lenders or any
other guarantor or any other Person, and nothing herein is intended to or shall be so construed as to impose upon the Collateral
Agent any duties, responsibilities or obligations in respect hereof, except as expressly set forth under this Agreement and the
Indenture.


 


Notwithstanding
anything herein to the contrary, with respect to the relationship among Settlors, the Holders and the Collateral Agent (i) this
agreement shall be considered a Collateral Document, as such term is defined in the Indenture; and (ii) the Collateral Agent in
the exercise of its rights under this agreement, shall have all the rights, privileges and protections in terms of Article X of
the Indenture.


 


(iii) if applicable,
conduct those acts necessary to transfer and apply to the Trust Accounts any Income obtained during the Insolvency Proceeding;
and


 




    	E-18



    	 



    

 


(iv) deliver
to the Collateral Agent, pursuant to the instructions received by Collateral Agent, any funds received in the Trust Accounts related
to the Income, to the Collateral Agent for the distribution to the Holders by the Collateral Agent for the payment of the outstanding
balance of the First Place Obligations which payment was due, up to the amount of such First Place Obligations defined as common
Recognized Lenders pursuant to Article 223 of the IL in the corresponding Insolvency Proceeding; in
the understanding that, the Parties hereto (and expressly the Counterparties) hereby recognize and agree that the applying
of any Income to the First Place Obligations, will be considered at any time as direct payments of First Place Obligations proportionally,
in compliance with the Intercompany Agreement (notwithstanding their arising from the Lender Rights) and the Intercompany Revolving
Credit Agreement, hence the applying of such Income to the Payment of the First Place Obligations proportionally, shall not be
considered as payment and release from the Second Place Obligations respect to the corresponding Settlor.


 


(e)         That Trustee
opens and maintains in en Banco Mercantil del Norte S. A., Institución de Banca Múltiple, Grupo Financiero Banorte
the Trust Accounts, in order to maintain and apply, pursuant to Clause Sixth hereof, the Income that may be deposited in such Trust
Accounts.


 


(f)          That Trustee
invests those liquid assets that are part of the Trust Estate pursuant to the provisions hereof.


 


(g)         That Trustee
maintains and defends the Trust Estate in terms of Clause Thirteenth hereof.


 


(h)         That Trustee
reports and provides access to all documents and information related to the Trust every time that any Party hereto reasonably requests
it.


 


(i)          That (i) once
the First Place Obligations are fully terminated or (ii) pursuant to the provisions of the Restructure Documents (expressly excluding
the Intercompany Agreement for said effects), prior notice in writing by Collateral Agent to Trustee, upon written request of the
Representative of Settlors, terminates the Trust and reverts to Settlors, as applicable, the Trust Estate, prior execution of the
corresponding termination agreement.


 


(j)          That Trustee
grants or revokes the general or special powers of attorney necessary for the achievement of the Purposes of the Trust or for the
defense of the Trust Estate, with sufficient authorities to act on behalf of Trustee, pursuant to the instructions and in favor
of the individuals or legal representatives or officers of the companies that Collateral Agent or the Representative of Settlors,
as applicable, notify in writing and pursuant to the provisions set forth herein.


 


(k)         In general,
that Trustee timely and opportunely complies with each and all obligations set forth herein, pursuant to the instructions received
by the corresponding parties.


 




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(l)          That Trustee
conducts any other act permitted by the applicable law and/or consistent with the Purposes of this Trust and not expressly set
forth herein, that are instructed in writing jointly by the Representative of Settlors and Collateral Agent, in terms hereof.


 


FIFTH. Trust Estate.
The Trust Estate (the “Trust Estate”) will be comprised by:


 


(a)         The Lender Rights
of each Settlor.


 


(b)         The Income that
Trustee may receive in the Trust Accounts, if applicable.


 


(c)         The yields and
products obtained from the investment of the Trust Estate, if applicable; and


 


(d)         The amounts and/or
additional rights of any nature whatsoever, that Settlors or any other Person, as applicable, eventually contributes to the Trust
in terms hereof or that derive from de exercise of any right that validly belongs to Trustee.


 


Parties hereto acknowledge
that the Trust Estate is conveyed to Trustee exclusively in order to comply with the Purposes of the Trust. Trustee does not assume
and is hereby released from any express or implied liability or obligation, respect to the authenticity, ownership or legitimacy
of the Trust Estate.


 


Parties hereto hereby
agree that that the provisions of this Clause Fifth shall serve as stock of the assets or rights that are part of the Trust Estate
at the constitution hereof and that at the time of its signing, the Representative of Settlors and Collateral Agent will keep a
copy of such agreement. Likewise, Parties hereto acknowledge that such stock may be modified from time to time pursuant to the
possible future contributions of Settlors and Additional Settlors, as applicable, with yields derived from the investments, if
applicable, and payments or withdrawals made to the account thereof. Such variations will be documented in the statements mentioned
below.


 


All transfers of property
or rights made to this Agreement shall adjust to the formalities set forth in the common legislation for the transmission of such
assets or rights. Assets or rights that comprise the Trust Estate will be considered transferred for the Purposes of the Trust
and therefore, they shall only be exercised respect to the corresponding rights and actions pursuant hereof.


 


SIXTH. Trust Accounts.



 


(a)         If necessary,
Trustee will open and maintain in en Banco Mercantil del Norte S. A., Institución de Banca Múltiple, Grupo Financiero
Banorte an Account in Dollars and/or an Account in Pesos (the “Trust Accounts”) as internal accounts of the
Trust, to receive any amounts in cash received by Trustee, derived from the Income. Trustee shall notify Settlors and Counterparties
(through a Representative of Settlors), Collateral Agent and any Person that in an Insolvency Proceeding, as instructed in writing
by Collateral Agent, shall know the information related to the Trust Accounts. Likewise, Trustee may keep the records and entries
that it considers necessary to maintain the control and management, pursuant to this Agreement, of the Income received in the Trust
Accounts.


 




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(b)         As long as the
resources received in the Trust Accounts do not derive from Income and subject to the limitations of full disposition of such resources
in accordance with the Indenture, Trustee may transfer any funds deposited in the Trust Accounts to the corresponding Settlor,
as instructed jointly in writing by the Representative of Settlors and the Collateral Agent.


 


SEVENTH. Investment
Regime; Currency Transactions. 


 


In case that the Trust
Estate has liquid assets, the Representative of Settlors hereby expressly instructs and authorizes Trustee to invest the Trust
Estate, pursuant to the following: (i) the maximum investment periods will be 30 (thirty) days, except for investment companies;
(ii) investments will be made in the same currency as the current liquid assets; (iii) in all cases in which Trustee conducts investment
transactions, the treasury of Banco Mercantil del Norte, S. A., Instituciónde Banca Múltiple, Grupo Financiero Banorte
will act as counterparty; and (iv) Trustee will conduct the investments in market-available securities at the time of the investment,
in the following order; in the understanding that the provisions set forth herein shall be considered by the Parties as
a permanent instruction:


 


Pesos:


 


In debt instruments, issued,
guaranteed or “avalados” by the Mexican Federal Government, directly or in report, or in representative shares of the
capital of investment companies of instruments of debt issued, guaranteed or “avalados” by the Mexican Federal Government,
in terms of maximum 28 days. In the case that any impossibility exist to invest the resources, or to reinvest at its termination
those resources that are invested, the same will be maintained in deposit in the Trust Account or in the investment agreement,
until the conditions to allow investment exists in accordance with the terms as agreed in this clause, in the understanding that
if the checking or investment account is opened in Banco Mercantil del Norte, S. A., Instituciónde Banca Múltiple,
Grupo Financiero Banorte, the tallest interest rate that the Institution pays for operations of the same term and amount shall
apply shall accrue is such dates that the investments are maintained in such situation.


 


Dollars:


 


(i) in overnight deposit investments.


 


In case that any Settlor
decides to conduct investment transactions, other than the abovementioned, they shall issue the corresponding written instructions
with the consent of Collateral Agent, that shall expressly mention: (i) the amount of liquid assets to be invested; (ii) the kind
of assets, rights, securities or other financial instruments in which the liquid assets that are part of the Trust Estate shall
be invested and, if possible, the name of the issuers and its ranking; (iii) the maximum investment terms, and (iv) the counterpart(y)(ies)
with whom Trustee shall conduct such investments, applying the provisions in the Clause that refers to Transactions with the institution.


 




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Parties expressly acknowledge
that Trustee has not given, nor will it be responsible for giving any advice to the Parties respect to the convenience or inconvenience
of investing, purchasing, selling, maintaining, taking or not taking any investment instrument.


 


Trustee does not assume
any liability by the acting of third parties that may intervene in the advice, management and/or custody of the Trust Estate and
that have been appointed by the Parties.


 


Parties hereby expressly
approve and authorize Trustee, in compliance with the provisions hereof, to enter into transactions with any company, subsidiary
or affiliate, national or foreign of Grupo Financiero Banorte S.A.B. de C.V., acting on its own account, as long as such operations
are authorized by law and the applicable legal dispositions, and preventive measurements are applied to avoid conflicts of interest,
among which, enunciatively without limitation, are the investment of assets, opening of accounts for the reception of funds and
currency purchase and sale, considering this Clause as a permanent instruction.


 


In case Settlors decide
to enter into the transactions mentioned herein with an institution other than Banco Mercantil del Norte, S. A., Institución
de Banca Múltiple, Grupo Financiero Banorte, they shall instruct Trustee the foregoing expressly and in writing.


 


Upon the execution
of the transactions entered into by Banco Mercantil del Norte, S. A., Institución de Banca Múltiple, Grupo Financiero
Banorte, action on its own account and in its capacity as Trustee, such transactions shall not offset or terminate by confusion.
Likewise, Trustee states that no direct dependency exists between Trustee and the treasury department of the institution and that
it will conduct the transactions mentioned herein, strictly subject to its internal policies and sound financial practices.


 


The department of
Banco Mercantil del Norte, S. A., Institución de Banca Múltiple, Grupo Financiero Banorte, when acting on its own,
and the trustee department of the Trustee, shall not be direct dependents of them.


 


Trustee shall only
be obliged to invest if the Trust Estate has assets for the sufficient minimum amounts necessary to conduct the investments, pursuant
to the market situation, as well as in accordance with the current applicable provisions, to access to the corresponding type of
investment in terms hereof and if such amounts were lower, this will be considered as expressly instructed to keep the assets on
demand.


 


The purchase of securities
or investment instruments shall be subject to the schedules, availability and liquidity thereof and to the market conditions at
the time in which Trustee executes such transaction. Settlors hereby release Trustee from any liability arising from the purchase
of securities or investment instruments in terms hereof, as well as for the losses or damages that might affect the purpose hereof,
as a consequence of the investments conducted by Trustee in terms hereof.


 


In any case, the investment
and/or selling instructions shall be addressed to Trustee and for no reason shall be granted any discretion regarding the investment
to the financial intermediate in charge of such investment.


 




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(b) Currency Transaction.
Parties hereto instruct Trustee, if necessary and without any liability for Trustee, to conduct foreign exchange transactions required
pursuant to this Agreement; in the understanding that Trustee is authorized to conduct foreign exchange transactions with
its own bureau exchange or its own treasury, but only to the extent that the exchange rate and other commercial terms provided
by its own bureau exchange or by its own treasury are market-terms for similar transactions to those being conducted. Parties hereto
hereby agree that Trustee shall not be obliged to respond for any loss or damage that the currency exchange differences generate
on the assets deposited in the Trust Accounts.


 


EIGHTH. Obligations
of Settlors and Counterparties. During the term hereof, Settlors and Counterparties, as applicable, assume the following
obligations:


 


(a) except as for the
provisions expressly set forth herein, Settlors shall refrain from selling, transferring or assigning in any manner whatsoever,
of the Trust Estate, as well as granting or permitting the existence of any lien or limitation of ownership of the Trust Estate,
except for those sales, transfers or assignments made by a Settlor regarding its Lender Rights in favor of another Settlor and/or
Counterparty, in the understanding that the Settlor and/or the Counterparty that benefits from such sale, transfer or assignment,
shall maintain its Lender Rights within the Trust Estate. The foregoing, without prejudice of the limitations of use or disposal
as set forth in the Indenture, for which will suffice a notice of the Collateral Agent to the Trustee, of the existence of an event
that prevents the Settlors their full use or disposition of the Trust Estate, without such notice being a requirement for the enforcement
of the Settlors their obligation of not using or disposing of the Trust Estate under such events,


 


(b) Pursuant to the
provisions of subsection (d) of Fourth Clause, Settlors in their capacity as Counterparties hereby acknowledge that any Income
used for the payment of the First Place Obligations proportionally, are made with the purpose of fulfilling and enforcing the Intercompany
Agreement and the Intercompany Revolving Credit Agreement; hence they shall not be released from their payment obligation pursuant
to the Second Place Obligations.


 


(c) Settlors oblige
not to modify or instruct Trustee for the modification of the Intercompany Agreement or the Intercompany Revolving Credit Agreement,
without the prior written consent of Collateral Agent.


 


(d) Settlors oblige
to provide Trustee and Collateral Agent, through the Representative of Settlors, within 30 (thirty) calendar days following the
end of each Trimester, with a report of the outstanding balance of the Lender Rights of each Settlor with each Counterparty.


 


NINTH. Obligations
of Trustee. In addition to the other obligations of Trustee set forth herein, Trustee, at all times will be subject to
the following obligations:


 


(a)         timely and diligently
comply with the Purposes of the Trust set forth in Clause Fourth hereof;


 


(b)         conduct all
acts necessary to maintain the Trust Estate;


 




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(c)         conduct all
acts necessary, including the granting and revoking of powers-of-attorney, so Trustee, Settlors (through the Representative of
Settlors) and/or Collateral Agent, as applicable, may completely, effectively and timely comply with the Purposes and exercise
the rights arising herefrom;


 


(d)         provide the
Representative of Settlors and Collateral Agent, with the reports mentioned in Clause Tenth hereof;


 


(e)         maintain the
files, reports, receipts and such additional documents that evidence the fulfillment of its obligations;


 


(f)         timely and diligently
notify Collateral Agent and the Representative of Settlors, the actual knowledge of any circumstance that might affect the exercise
of the rights of the Beneficiary in First Place, Collateral Agent, Trustee or Settlors pursuant to this Agreement;


 


(g)         refrain from
conducting activities or acts that are incoherent or contrary to the provisions set forth herein; and


 


(h)         comply with
the agreements set forth herein, being liable for the losses or damages suffered by the Trust Estate for causes attributable to
Trustee, as long as Trustee acts negligently, deceitfully of with bad faith, or in breach of the provisions set forth herein, and
the foregoing being determined by the competent judicial authority by means of the definitive condemnatory sentence against Trustee.


 


Subject to the terms
and conditions hereof, Trustee shall have, among others, all authorizations corresponding to general power of attorneys-in-fact,
especially those deriving from Article 391 of the GLNICT for the fulfillment of the Purposes of the Trust and expressly limited
to such Purposes, including but not limited to:


 


		·	The broadest authorizations corresponding to general attorneys-in-fact for lawsuits and collections
and acts of administration without limitation, as provided for in the two first paragraphs of Article 2554 of the Civil Code for
the Federal District.



 


		·	Authorities of ownership, which exercise will conduct pursuant to the written instructions received
from the other Parties, as applicable.



 


		·	Express authority to grant and revoke powers-of-attorney.



 


		·	Exercise all rights and actions derived from the Trust Estate, pursuant to the instructions of
the other Parties, as applicable, pursuant to the provisions set forth herein.



 




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In general, Trustee
shall have the broadest powers of attorney and shall exercise all authorities necessary or convenient for the fulfillment of the
Purposes of the Trust.


 


TENTH. Information.
Trustee shall monthly inform the Representative of Settlors and to Collateral Agent, the assets that are part of the Trust Estate,
including, without limitation, received contributions, interests, losses and profits, capitalizations, payments made by instructions
of the Representative of Settlors or Collateral Agent, as well as cash balances through the account statements issued by Trustee
for that purpose. Settlors hereto hereby authorize Trustee to provide electronically such account statements, through the e-mail
mentioned herein to any Party, within 10 (ten) Business Days following the corresponding period, relieving Trustee of the obligation
of sending physical account statements thorough the Mexican Postal Service. Trustee is obliged to send account statements in Spanish
to the Collateral Agent as Beneficiary in First Place via email to the email address set forth in clause Twenty-Fourth herein or
the email address appointed by the Collateral Agent as Beneficiary in First Place afterwards. The Representative of Settlors and
Collateral Agent shall have the authority to request clarifications in connection with the foregoing, within 30 (thirty) Business
Days following the date on which the account statements are available by Internet. In case that there are no observations within
such period, the information shall be considered tacitly accepted, except in case that such information contains information prepared
deceitfully or in bad faith.


 


For purposes of the
foregoing, the account statements shall be considered delivered with respect to the Settlors within 10 (ten) Business Days following
the cut-off date for each period; in case that there is no access to the online statement within such term, the Representative
of Settlors, as applicable, shall notify Trustee such circumstance within the next 5 (five) Business Days. In case that such circumstance
is not notified, the account statements shall be considered received as for the Settlors within the abovementioned term. Trustee
shall maintain and provide the Representative of Settlors, electronically through Internet or by electronic means, with such account
statement exclusively for the corresponding period and the immediate preceding period. With respect to the Collateral Agent as
Beneficiary in First Place, the account statements will be considered to be delivered within 10 (ten) Business Days following the
date in which the email has been sent to the Collateral Agent as Beneficiary in First Place, and Trustee shall maintain at all
moments the documents evidencing the date and content of the message. In case that the Representative of Settlors and Collateral
Agent require account statements that do not correspond to the abovementioned periods, they shall request those statements to Trustee
in writing with at least 5 (five) Business Days in advance, in order that Trustee may issue and send such statements.


 


In any case, access
to such statements through Internet or electronic means shall be regulated by the online banking agreement that each Settlor has
entered with Banco Mercantil del Norte, S. A., Institución de Banca Múltiple, Grupo Financiero Banorte, acting on
its own behalf.


 


Settlors oblige to
provide, at their own cost and expense, to the Collateral Agent as Beneficiary in First Place, an English translation by court
approved translator within the next 3 (three) Business Days after the date in which the Trustee puts the reports or accounts statements
in disposition for the Settlors. The above, without prejudice of the right of the Collateral Agent as Beneficiary in First Place
to secure English translations at Settlors’ joint and several cost and expense.


 




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In connection with
the effectiveness of the delivery of said repots or accounts statements to the Collateral Agent as Beneficiary in First Place of
the information that they may contain, with respect to the Collateral Agent as Beneficiary in First Place toward the Settlors and
Holders, shall be deemed as delivered or received from the Collateral Agent as Beneficiary in First Place, only for information
purposes, and its receipt or acknowledgement by the Collateral Agent as Beneficiary in First Place will not constitute notice of
the information therein contained or of the information that it is determined or derived from the information contained in such
reports or account statements, including in relation with the compliance of obligations of the Settlors hereunder; nor will there
be any obligation whatsoever for the Collateral Agent as Beneficiary in First Place to review and/or to request clarifications,
nor to determine or review such reports, account statements or information that has been filed pursuant to the "EDGAR"
system (or its successor), and Settlors shall be obliged to notify in writing to the Collateral Agent as Beneficiary in First Place
regarding the filing of said information or document to said system.


 


ELEVENTH. Taxes. This Agreement
does not update the taxes listed in Articles 13 and 144 of the Income Tax Law, 113 of the Regulation
to the Income Tax Law, 16 of the Flat Rate Business Tax Law and Rule I.3.9.1 of the Fiscal Miscellaneous Resolution in effect on
2013. In no event Trustee shall hire personnel or assume obligations arising from payments to individual third parties, such as
tax retentions, informative statements, etc., which shall be fulfilled directly by Settlors pursuant hereto.


 


Notwithstanding the
foregoing, in case that due to a modification in the current legislation, this Trust Agreement is considered among the assumptions
of the Flat Rate Business Tax Law, Settlors hereby agree to fulfill the obligations set forth in such law, releasing Trustee from
such obligation.


 


All Taxes, that as
a consequence of the term and the enforceability hereof are imposed by the corresponding fiscal provisions, including without limitation,
the submitting of notices and/or statements, shall be strict liability of and paid by Settlors or Trustee, as applicable, pursuant
to the current legal provisions.


 


For purposes of
the foregoing, each Settlor, in terms of the provisions set forth in Article 16 (sixteenth) of the Flat
Rate Business Tax Law, oblige to fulfill on their own account the obligations that they may be subject to pursuant to such
Law and the fulfillment of the Purposes of the Trust.


 


Trustee shall not have
any liability for the calculation of such Taxes or for the breach of such obligations in charge of Settlors. Regarding tax obligations
that Trustee shall fulfill as a consequence of the execution of acts related to the Purposes of the Trust or those executed by
instructions of the Representative of Settlors or Collateral Agent, Trustee shall comply with such tax obligations with charge
to material assets of the Trust, and, in case that there are no sufficient assets, each Settlor obliges to increase the Trust Estate
with sufficient assets in order to fulfill those tax obligations set forth herein.


 




    	E-26



    	 



    

 


Settlors shall provide
Trustee, upon its request, all documents necessary or sufficient to prove that the tax obligations, to which they are subject to,
have been duly and fully fulfilled.


 


The other Parties accept
that Trustee has not granted nor will it grant fiscal, legal or accounting advice, destined to the taking of actions or making
of decisions respect to the constitution and performance of this Trust. Each Settlor states to have received advice from its own
legal, fiscal and accounting counsels, with sufficient experience to determine any legal and fiscal risk.


 


Each Settlor assumes,
before Trustee and third parties, the liabilities derived from any Tax arising from or that may arise from the constitution of
the Trust or the management and ownership of the Trust Estate; hence, if necessary, they oblige to make sufficient contributions
to the Trust in order to assume such obligations and otherwise, to indemnify and hold Trustee harmless, respect to the payment
of any obligation derived from such concepts. Likewise, in no event any Party shall be considered as joint obligor regarding its
tax obligations.


 


Therefore,
Settlors as responsible for the fulfillment of the obligation and, if applicable, the omission of the fiscal obligation, agree
that Trustee is released from any liability, obliging to hold it harmless, indemnifying it in case of any judicial or extra
judicial dispute, including any kind of administrative resource that may arise as a consequence of the breach or incorrect application
of the tax obligations.


 


Settlors hereby assume
any obligation of information and to provide documents to the tax authorities, withholders of tax or third parties, that for legal
disposition shall require such information, authorizing Trustee on behalf Settlors to provide to tax authorities and other tax
withholders that may apply, the federal tax payers registry number of the Settlors or any other information related to comply with
its information obligations as required, in accordance to the laws and regulations as applicable.


 


The liability of Settlors
herefrom shall remain in effect after termination hereof or in case of resignation by Trustee, but in any case for a period no
less than five years as of the date of termination hereof.


 


TWELFTH. Limitations
to the Liability of Trustee. For the conduction of the acts provided herein, Trustee, at all times shall act pursuant to
the provisions set forth in this Agreement, in compliance with the Purposes of the Trust, always attending to the instructions
that shall be given in writing from the Representative of Settlors and/or Collateral Agent, as applicable.


 


Trustee exclusively
assumes the obligations expressly set forth in the clauses hereof; hence, no additional liability will be claimable to Trustee,
even if it was agreed by its counterparties in the documents or legal acts that originated this Trust without prior express approval
of Trustee.


 


The other Parties hereto
acknowledge that Trustee will not observe the instructions that are made in excess of its authority that has been granted hereto
or those instructions in violation to the Clauses of this Agreement.


 




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Each Settlor irrevocably
authorizes and instructs Trustee to use the amounts that are part of the Trust Estate, in order to cover any expense directly or
indirectly derived from the fulfillment of the obligations set forth herein or in the law; in the understanding that Trustee
shall in form the Representative of Settlors and Collateral Agent, the expenses covered with charge to the Trust Estate, in terms
set forth herein. Notwithstanding anything herein to the contrary, the Collateral Agent shall not be, nor shall be deemed under
any circumstance, responsible for satisfying any costs and expenses arising under or related to this Agreement.


 


Settlors hereby release
Trustee from any liability in which it may incur, arising from legal and/or material acts conducted in the performance of its business,
and/or in execution of the instructions received in terms hereof, unless it incurs in deceitful acts,
negligence, bad faith or gross negligence and such is determined by a competent court by means of condemnatory sentence against
it; Settlors jointly and severally shall (a) indemnify and hold Trustee and its subsidiary companies or affiliated, national
or foreign of Grupo Financiero Banorte S.A.B. de C.V. and its respective delegates, employees, officers, advisors, counsels and
other people related including without limitation, attorneys, accountants, consultants, bankers, financial consultants, and any
other representative of such consultant, harmless from all claims, disputes, damages or contractual or extra contractual liabilities,
proceedings, suits, losses, penalties, actions or sentences claimable by any third party, judicial or extra judicial, brought,
dictated or imposed by any third party, person or competent federal or local authority, in Mexico or abroad (exclusively respect
to those jurisdictions where Settlors conduct business) against Trustee and its delegates, any cost or expense of any nature whatsoever
(including expenses and reasonable, documented and market-price attorneys’ fees) in which they incur, or any damage or loss
suffered due to any claim, ruling, proceeding, suit, liability, loss, damage, penalty, action or sentence brought, dictated or
imposed against Trustee and its delegates, respect to the validity and legality of this Agreement or any other conducted by Trustee
pursuant to the instructions in writing received pursuant to the terms hereof and of the agreements executed by Trustee . The foregoing
will be applicable except that they are consequence of deceitful acts, bad faith, negligence or gross negligence of Trustee and/or
its representatives or when Trustee and/or its representatives conduct any act that is not authorized hereby and such is determined
by the corresponding judicial authority by means of condemnatory sentence against Trustee.



 


Trustee shall not be
forced to make any expenditure with charge to its own estate or incur in financial liabilities other than it assumes in its capacity
as Trustee, in compliance with the Purposes of the Trust.


 


Settlors hereby recognize
and acknowledge that the acting of Trustee shall exclusively be in its capacity as Trustee of the Trust, pursuant to the terms
hereof. Also, it will not be responsible of the facts, acts or omissions of the other Parties, of third parties or the authorities
that prevent, hinder or difficult the compliance of the purpose of this Trust Agreement.


 


None of Settlors, nor
Collateral Agent shall at any time and under any circumstance use the corporate name, design and registered trademarks of Banco
Mercantil del Norte, S. A., Institución de Banca Múltiple, Grupo Financiero Banorte, or any of its affiliates or
subsidiaries or controlling companies in any act, promotion, marketing or document directly or indirectly related hereto, without
prior written consent of Trustee.


 




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Trustee shall register
all acts and agreement entered with the trust estate in compliance with the purpose of the Trust Agreement, without any liability
for doing so.


 


Trustee
shall only be liable for damages and losses occurred to any Person as a consequence of deceitful acts, negligence, bad faith or
gross negligence of Trustee, when it braches the terms and provisions hereof or the applicable legal provisions and its liability
is determined by competent court by means of condemnatory sentence against Trustee.


 


Trustee shall not be
obliged to confirm or verify the authenticity or value of any report, instruction, title or certificate delivered by the Representative
of Settlors or by Collateral Agent pursuant to this Agreement. Trustee does not assume any liability respect to any statement made
by the other Parties and by the appearing parties in this Trust or in the documents related thereto in which the Trustee is not
a Party.


 


Settlors and Collateral
Agent expressly agree and acknowledge that Trustee is not a party to, and therefore, does not know nor is it required to know,
verify or to interpret the content of the Restructure Documents (except for this Agreement) to which is not a party to, in order
to fulfill its obligations derived herefrom.


 


Settlors and Collateral
Agent agree and acknowledge that Trustee shall not be liable in case that the Trust Estate or any part thereto is expropriated,
nationalized or confiscated or by breach of its obligations in case of unforeseeable circumstance(s) or force majeure.


 


THIRTEENTH. Defense
of the Trust Estate. The Settlors shall have the obligation to notify in writing to the Trustee of any situation that may
affect the Trust Estate. When the Trustee received any notice of any judicial claim, requirements form administrative authorities,
judicial, courts or any other instance, in Mexico or abroad, and in general any notice related with the trust estate, trustee shall
notify it in writing to the Representative of Settlors and to Collateral Agent. Trustee shall be obliged to grant to the Persons
that (i) before Trustee receives an Insolvency Notice, the Representative of Settlors and (ii) after
Trustee receives an Insolvency Notification, Collateral Agent indicates in writing, the powers of attorney necessary to
defend the Trust Estate. In case that the Representative of Settlors or Collateral Agent, as applicable, refuse to comply with
the acts necessary to defend the Trust Estate or do not appoint the Persons to whom such powers of attorney shall be granted, or
do not propose the actions necessary to defend the Trust Estate, within 5 (five) days following the reception of the notice in
writing of such event or threat, Trustee shall deliver a notice in writing of such negative or omission of the Representative of
Settlors or Collateral Agent, to Collateral Agent or to the Representative of Settlors, as applicable, and shall grant the persons
or entities that the Representative of Settlors or Collateral Agent, as applicable, indicate in writing, the powers of attorney
necessary, to the corresponding Persons in order to defend the Trust Estate. In case that the Representative of Settlors or Collateral
Agent do not appoint an attorney-in-fact pursuant to the foregoing, and the lack of defense thereto affects the Trust Estate in
a substantial manner, Trustee shall do its best efforts, but shall not be obliged, to grant powers of attorney to the Persons that
Trustee selects to its sole discretion and shall give proper instructions for the defense of the Trust Estate until the Representative
of Settlors or Collateral Agent submit instructions in writing respect to such defense. Trustee, its delegates, officers, employees
or advisors shall not be liable for the acts of such attorneys-in-fact, nor for the payment of costs, expenses and fees incurred
in regarding their appointment and the defense of the Trust Estate.


 




    	E-29



    	 



    

 


In case that Trustee
receives a judicial order or any other notice or claim related to this Agreement on behalf of any third party, the Trustee shall
send within the next two Business Days, unless it is a notification that provides for a term that shall be complied immediately
or within the next Business Day, a copy of the document received from the Representative of the Settlors and from the Collateral
Agent, and the provisions contained in the preceding paragraph shall be applied.


 


When urgent acts should
be required or any situation not foreseen has occurred in the Trust, that requires the immediate attention in connection with the
notorious losses that may be caused to the Trust Estate, the Trustee may opt to carry on with the indispensable acts to conserve
the Trust Estate in accordance with sound banking practices, in the understanding that the expense originated shall be charged
to the Trust Estate and in accordance with the terms of this Agreement, in what it is not foreseen in the applicable law.


 


All the costs and
fees that shall be paid in connection with the fulfillment of the Purposes of the Trust, shall be exclusively, jointly and severally,
borne by the Settlors, therefore they convene to convey the Trust Estate, with all the amounts that may be necessary in order for
Trustee to have the sufficient funds to bear the corresponding cost, within the term indicated by Trustee and absent such indication
within the following three (3) Calendar Days following to the reception of the request made by Trustee.


 


When the Trustee acts
following the written instructions that receives from the Representative of the Settlors and/or the Collateral Agent, as it may
correspond, subject to the authorities that each one has in accordance to this Agreement, it shall be released from any liability
with respect to the acts that had performed.


 


In case of condemns
in any lawsuit that had been followed in connection with the Trust Estate or against the Trustee in such capacity, by any third
party, the payment of costs and attorney’s fees that in its case had been determined, shall be borne by the Settlors and,
in their absence, charged to the Trust Estate in terms of this Clause, except if the Trustee had acted with dolus, bad faith, negligence
or gross negligence or performs acts not authorized by this Agreement and this is so determined by a
judicial authority through condemnatory judgment against the Trustee. 


 


(a)   FOURTEENTH.
Amendments. This Trust can only be modified by written agreement of the Trustee, each of the Settlors and the
Collateral Agent.


 


(b)   FIFTEENTH.
Trustee Replacement. 


 




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(a)         The Trustee
may resign to its charge through previous notice and in writing to the Representatives of the Settlors and to the Collateral Agent
delivered at least thirty (30) days before the date in which such resignation shall become effective. When receiving the notice
of resignation by the Trustee, always when no Insolvency Notice had been delivered, the Representative of the Settlors, with the
consent of the Collateral Agent (who may not be denied, retained or conditioned without justified cause) shall appoint an alternate
trustee, to be chosen by the Parties between any mexican institution that has a fiduciary department of well known prestige at
a national level; in the understanding, however, that, the Trustee shall not cease its duties until the alternate
trustee signs the documentation referred to in the following paragraph (c).


 


(b)         With the agreement
of the Representative of the Settlors, the Representative of the Settlors, the Collateral Agent, (who may not be denied, retained
or conditioned without a justified cause) may remove the Trustee with previous notice in writing delivered at least thirty (30)
days in advance to the Trustee and may appoint other credit institution borne by the Settlors, to render services of an alternate
trustee. Without prejudice of the foregoing, in case that the Collateral Agent had issued an Insolvency Notice, it shall be the
Collateral Agent who may remove the Trustee in terms of this Clause and the Restructure Documents (expressly excluding for said
effects the Intercompany Agreement) without the consent of the Representative of the Settlors.


 


(c)         The alternate
trustee must express its agreement in writing with respect to its appointment as trustee in accordance to this Agreement, to the
Trustee that had resigned or that had been removed, to the Representative of the Settlors and to the Collateral Agent, in the agreement
of fiduciary replacement that is executed for such purpose. Immediately after, the Trustee that had resigned or that has been removed,
must transfer all the assets that it owns derived from this Agreement in its capacity of Trustee, to the alternate trustee and
only in such moment the resignation or removal of the Trustee shall become effective and then the alternate trustee shall assume
all the rights, authorities and obligations of the Trustee under this Agreement and shall begin its duties with such capacity.


 


(d)         When
finishing its charge the Trustee, by resignation or removal, shall perform a report of the Trust Estate that shall include since
the last report that had been rendered until the date in which such resignation or replacement becomes effective, and shall deliver
them to the Settlors. The Parties shall have a term of 30 (thirty) days to examine the report and make the clarifications they
deem relevant. After this term has been concluded, it shall be understood as approved if no observation has been made.


 


SIXTEENTH. Replacement
of the Collateral Agent.  Parties agreed that the majority of the Preferred Lenders , in any case may substitute the Collateral
Agent with previous notice in writing delivered to the Trustee, and may be entitle to designate another person, in accordance with
the terms of the Indenture and this Agreement, to assume its capacity as beneficiary in first place on behalf and for the benefit
of the Preferred Lenders, as substitute collateral agent and exercise the representation and functions set forth under this Agreement
for the Collateral Agent. In the case of the substitution of the Collateral Agent, this may be effective,
provided such substitution, additionally of being notified to the Trustee, (i) it is delivered to the Trustee, according to their
internal policies of identity and knowledge (know your client), the documentation required by the Trustee, (ii) the substitute
Collateral Agent executes any document required by the Trustee to give formality to the appointment according herein and (iii)
the Trustee shall not manifest any conflict of interest derived from the substitution. 


 




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The Parties agree
that immediately after having performed the replacement in the terms referred in the preceding paragraph, the Collateral Agent
that has been replaced shall no longer have the representation of the Preferred Lenders in accordance to this Agreement and the
alternate collateral agent shall undertake all the rights, authorities and obligations of the Collateral Agent under this Agreement
and shall initiate its representation and duties with such capacity.


 


(c)   SEVENTEENTH.
Assignment. None of the Settlors, may assign, transfer or lien its rights or delegate its obligations in accordance
to this Agreement; except (a) for those assignments or transfers that are performed in favor of any other Settlor, prior
notice in writing to the Trustee or to the Collateral Agent, (b) for those assignments or transfers that are performed in favor
of third parties, different from any other Settlor when receiving the previous consent and in writing of the Collateral Agent,
or (c) as it is expressly allowed by this Agreement. The Beneficiary in First Place may assign its rights in accordance to this
Agreement in accordance to the terms set forth in the corresponding Restructure Documents (expressly
excluding for said effects the Intercompany Agreement) (including those derived from this Agreement). 


 


(d)         


 


The Trustee may not
assign its rights and obligations in connection with this Agreement, however it shall have the right to resign to the charge of
Trustee, in accordance to the terms set forth in the preceding Clause Fifteenth.


 


EIGHTEENTH. Instructions
and communications to the Trustee. The Parties agree herein that all the instructions, notices, reports, notices,
requests, answers, and any other type of communication that is required or allowed, in accordance to that provided in this Agreement,
must be performed in writing in Spanish, and shall become effective at the moment of reception by the Representative of the Settlors,
the Collateral Agent and the Trustee, in the domiciles indicated by the Parties in this Agreement. The instructions before mentioned
may be sent by any of the means previously agreed to by the Parties, and these may be: original autograph delivered directly to
the mentioned domiciles; by certified mail, with acknowledgment of receipt, or in any case, through communications transferred
by fax, email on pdf Acrobat with registered signatures at the Trustee format or by any alternate means of communications, always
when that set forth in this Clause is followed.


 


Settlors oblige to
provide, at their sole cost and expense, to the Collateral Agent as Beneficiary in First Place, a translation into English by court
approved expert translator within the next 3 (three) Business Days after the date in which the Trustee sent the respective communication.
The foregoing without prejudice of the right of the Collateral Agent as Beneficiary in First Pace to obtain translation into English
at Settlors’ joint and several cost and expense.


 




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For purposed of the
notices and instructions that are delivered to the Trustee in accordance to this agreement, the identification and operation form
of the Trust shall be through the number of the agreement and through the authorized signature(s) duly registered of who request
any operation or service, same that shall be contained in the instructions that are issued to the Trustee.


 


For purposes of the
foregoing, The Trustee represents that it has installed certain mechanisms and/or procedures for the reception and execution of
instructions; in such virtue, the other Parties, as it may correspond, shall subscribe with the Trustee, the document(s) necessary
for such purpose, which shall be make known by the Trustee.


 


The Parties acknowledge
and agree that the Trustee has the authority to execute, in banking calendar days and hours, only and exclusively the instructions
that had been given in accordance to this Agreement and the safety procedures before mentioned.


 


In terms of article
52 (fifty two) of the LIC, the Parties convene that the Trustee shall not be liable if it suspends or cancels the process of any
instruction given by the Representative of the Representative of the Settlors and/or the Collateral Agent, as it may correspond,
if any of the circumstances set forth in such article occur. The Trustee obliges to notify in writing to the other Parties with
respect to any action taken by the Trustee in terms of the article before cited.


 


The Settlors and the
Collateral Agent, being conscious of the risks that the issuance of instructions by electronic means imply, such as errors, insecurity
and lack of confidentiality, and of the possibility that fraudulent activities may be derived from them, has agreed with the Trustee
that the remission of all type of instructions related with this Agreement, by email on PDF format, and/or original letter, shall
be evidenced in letterhead paper. In virtue of the foregoing, the Settlors and the Collateral Agent, in this act authorize the
Trustee to act in accordance to the instructions that receives through the described means, therefore in this act is released of
any liability derived from such transmissions and exclusively the Settlors, engage, jointly and severally, to indemnify the Trustee
in terms of the compensation set forth in this Agreement.


 


The Trustee shall not
be obliged to review the authenticity of such instructions or communications nor to assure of the identity of the sender or of
the confirming party, therefore, the Parties in this Agreement, expressly accept to be obliged by any instruction or communication,
that had been sent under its name and accepted by the Trustee. Independently from the foregoing, the Trustee may request confirmation
of any transmission received in accordance to this Clause; in the understanding, however, that, the Trustee shall notify
the other Parties, the same Calendar Day in which it receives any instruction.


 


In virtue of the foregoing,
the Representative of the Settlors and of the Collateral Agent, appoint the persons whose names and signatures appear in Exhibit
“F” (each one, an “Authorized Officer”) to issue such instructions to the Trustee, in
the understanding that such Exhibit may be modified periodically by each one of the Settlors or the Collateral Agent, as it
may correspond, through written notice in accordance to this Agreement. Except for the telephonic confirmations that, as the case
may be, are made by the Trustee, the Trustee shall not have the right to request any of the Settlors, the Representative of the
Settlors, Beneficiaries in First Place or the Collateral Agent, documents or additional information to legalize the instructions
received in accordance to this Clause or the authorities or signatures of the persons that sign such instructions, when such persons
and its signatures are contained in Exhibit “F” that in that moment is in effect. The Trustee is authorized
to act in accordance to the instructions transferred in accordance to this Clause.


 




    	E-33



    	 



    

 


In case that the instructions
are not signed in the manner before mentioned and/or a confirmation call with this regard has not been made, the Parties expressly
and irrevocably instruct the Trustee to not perform the instructions.


 


The instruction letters
described in this Clause, to be complied by the Trustee, must include, at least, the following requirements:


 


(a)         Be
addressed to the Banco Mercantil del Norte, S. A., Institución de Banca Múltiple, Grupo Financiero Banorte;


 


(b)         Make
reference to the number of the trust assigned in the preamble of this Agreement; and


 


(c)         Describe
the express and clear instruction that is requested to be performed by the Trustee, expressing amounts, quantities or specific
activities.


 


When the Trustee acts
in compliance with the instructions duly given by who has authority in terms of this Trust and in accordance to its terms, conditions
and Purposes of the Trust, its acts and result shall cause no responsibility.


 


NINETEENTH. Appointment
of the Representative of the Settlors. Each Settlor and the Counterparties, herein
irrevocably appoint Maxcom (hereinafter, the “Representative of the Settlors”) as its representative and attorney-in-fact
(i) for purposes of receiving under the name of each Settlor and the Counterparties any communication delivered to the Collateral
Agent or the Trustee under this Agreement, and (ii) to receive under the name of each Settlor and the Counterparties, copy service
of the services of process and complaints or other procedures that may arise from any action or procedure filed before any court
having jurisdiction. As a consequence, any notice, communication or, in its case, fund transfer addressed to the Settlors and/or
Counterparties and delivered to the Representative of Settlors, shall have the same consequences for all legal purposes, as if
it had been delivered directly to each Settlor and/or to the Counterparties. Each one of the Settlors and the Counterparties herein
authorize and irrevocably instruct the Representative of the Settlors to accept such service under their name. The appointment
of the Representative of the Settlors shall be irrevocable until a successor is appointed for the Representative of the Settlors,
in which case, such appointment shall have to be authorized by the Collateral Agent. 


 


The
power granted in accordance to this Clause Nineteenth is a special power of attorney limited to lawsuits and collections, granted
in accordance to the first paragraph of Article 2554 of the Civil Code. For purposes of that set forth in article 2555 of
the Civil Code, the special power granted in this Clause is granted in this public deed before the faith of the undersigned notary
public. In terms of article 2596 of the Civil Code, the special power granted in this Agreement
is irrevocable by virtue of being granted in compliance of an obligation, and as a condition of a bilateral agreement.


 




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TWENTIETH. Fees
and Expenses of the Trustee. As consideration for the execution of this Agreement, and for the
compliance of its duties and obligations in accordance to the same, the Settlors must pay the Trustee, the corresponding fees in
accordance to that set forth in Exhibit “G” of this Agreement.


 


The Settlors oblige
jointly and severally to pay all the reasonable and documented expenses and costs derived from the execution of this Agreement
and its ratification before Notary Public. Additionally, the Settlors jointly agree to pay the Trustee and the Collateral Agent,
as soon as it is requested to them, the reasonable and documented costs and expenses incurred by the Trustee and the Collateral
Agent, as a result of any amendment or addition to this Agreement (and to any Exhibit thereof), and also any reasonable and documented
expenses and costs, if there were, in connection with the management, compliance or the enforceability of this Agreement.


 


TWENTY FIRST. Term.
This Agreement shall become effective starting from the date of its signature and shall continue in effect until the purposes
of the same have been fulfilled; in the understanding that, (a) the term of this Agreement shall not exceed the maximum
allowed by the applicable legislation; (b) this Agreement may not be revoked unilaterally by the Settlors, nor it shall be novated
or extinguished while there are Preferred Obligations; and (c) this Agreement shall be terminated, without the need of notice of
any of the Parties, in the date in which the Collateral Agent notifies the Trustee the termination thereof, in the terms of the
Restructure Documents (expressly excluding for said effects the Intercompany Agreement) or that
all the Preferred Obligations had been paid in full in terms of the Restructure Documents, and only until all the expenses and
fees of the Trustee had been paid in accordance to this Agreement. Once this Agreement has been terminated in accordance to its
terms, the remainder of the Trust Estate, in case there is one, shall be reverted in favor of the Settlors in proportion to its
respective contributions.


 


TWENTY SECOND. Reversion.
The Settlors expressly reserve themselves the right or reversion in order for all the assets and rights, present or future,
conveyed by each one of the Settlors or to those who legally would have the right and that are part of the Trust Estate in the
moment in which all the Preferred Obligations had been paid, are returned to the Trustee, in accordance to the instructions of
the Representative of the Settlors.


 


THE TRANSMISSION OF
THE TRUST ESTATE TO THE TRUSTEE IN ACCORDANCE TO THIS TRUST AGREEMENT DOES NOT CONSTITUTE NOR IT SHALL BE CONSTRUED AS A TRANSFER
IN TERMS OF SECTION IV, SUBSECTION A, OF ARTICLE 14 OF THE FISCAL CODE OF THE FEDERATION, WHILE EACH SETTLOR HAS REVERSION RIGHTS
TO RECOVER THE PROPERTY OF THE TRUST ESTATE THAT CORRESPONDS TO IT, IN ACCORDANCE TO THIS TRUST AGREEMENT.


 




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TWENTY THIRD. Notices
and Domiciles. All the notices and communications to be delivered or sent in accordance to this Agreement shall be in Spanish
language, in the understanding that all notices and communications made between and among Settlors and Beneficiary in  First
Place or Collateral Agent, without the participation of the Trustee, shall be made in English and Spanish language, shall,
in writing and must be delivered or sent to the Representative of the Settlors (in its own right and on behalf of each one of the
Settlors and Counterparties), the Trustee and the Collateral Agent, in case of notices or general announcements, in their domiciles,
email on PDF format (as it may be applicable) that are indicated below, or to any other domicile or email (as it may be applicable)
appointed by each one of the Parties through notice in writing given to the other Parties of this Trust; in the understanding,
however, that all the communications by email on PDF format shall be confirmed through document with the original
signature of the Party that had sent the corresponding communication, within the following three (3) Calendar Days, and shall be
evidenced, as it has been said, in letterhead paper. If not received within the terms mentioned above, Parties expressly agree
that Trustee shall abstain to perform any act or operation under this agreement, without any responsibility, when such original
instruction letter is pending to be delivered.


 


Settlors oblige to
provide, at their sole cost and expense, to the Collateral Agent as Beneficiary in First Place, a translation into English by court
approved expert translator within the next 3 (three) Business days after the date in which the Trustee sent the respective notice.
The foregoing without prejudice of the right of the Collateral Agent as Beneficiary in First Place to obtain translation into English
at Settlors’ joint and several cost and expense.


 


All the notices and communications shall
be effective if delivered in the domicile of the addressee, the fifth Business Day after the date in which it is delivered, and
if they are sent by email in PDF format, in the moment in which the addressee issues an acknowledgement of receipt thereof by email
or by any other written means.


 


To the
Settlors, Beneficiaries in Second Place and Counterparties through the Representative of the Settlors:


 


Maxcom Telecomunicaciones,
S.A.B. de C.V.


C. Guillermo
González Camarena No. 2000


Col. Centro
de Ciudad, Santa Fe


México,
D.F., C.P. 01210


Attention:
Vicepresidencia de Finanzas


Phone: 11631005


Fax: 51471310


 


To the
Collateral Agent, as Beneficiary in First Place:


 


Deutsche Bank Trust Company Americas


Trust and Agency Services


60 Wall Street, 27th Floor


 




    	E-36



    	 



    

 


NYC60-2710


New York, New York 10005


USA


Attention:
Corporates Team/Maxcom Telecomunicaciones, S.A.B. de C.V.


Fax +1 (732) 578-4635


 


Cc:


Deutsche Bank
Trust Company Americas


Trust and
Securities Services


100 Plaza
One – 6th floor


MSJCY03-0699


Jersey City, New Jersey 07311-3901


Attention:
Corporates Team/Maxcom Telecomunicaciones, S.A.B. de C.V.


 


To the Trustee:


 


Banco Mercantil del
Norte, S. A., Institución de Banca Múltiple, Grupo Financiero


Banorte


Prolongación
Reforma 1230, piso 7, Colonia Cruz Manca Santa Fe, Delegación


Cuajimalpa, México,
Distrito Federal


Attention: Fiduciary
Division


Phone: (55) 11 03 40
00 exts. 2582 / 2245 / 1791 / 2162


Email: veronica.carmona@banorte.com;
lucia.caballero@banorte.com


 


TWENTY
FOURTH. Exhibits. All the Exhibits of this Agreement are integral part thereof, shall be deemed herein reproduced
as inserted literally in the text of this Agreement.


 


TWENTY
FIFTH. Conflict. In case of conflict between the provisions of this Agreement and the provisions of the Restructure
Documents, the provisions of the Restructure Documents (expressly excluding for said effects the Intercompany
Agreement) shall prevail; in the understanding that, the Trustee is not and shall not be obliged to know, verify
nor interpret the content, the terms and the conditions of the Restructure Documents and other related documents (except for this
Agreement).


 


In virtue of the foregoing,
the Parties agree that any conflict between the provisions of this Agreement and the Restructure Documents, in accordance to that
provided in this Clause, shall be resolved between the Settlors, as the case may be, and the Collateral Agent and communicated
in writing to the Trustee.


 


TWENTY
SIXTH. Severability of Provisions. In case that any of the provisions of this Agreement were declared
illegal or not enforceable by a court having jurisdiction, such provision shall be considered and interpreted separately from the
other provisions herein contained and shall not affect in any manner whatsoever the validity, legality and enforceability of this
Agreement.


 




    	E-37



    	 



    

 


TWENTY
SEVENTH. Entire Agreement. This Agreement constitutes the entire agreement between the Parties, in connection
with the purpose of the same, and replaces any prior verbal or written communication in connection with such purpose.


 


TWENTY
EIGHTH. Waiver. The omission or delay by any of the Parties in the exercise of any of its rights, resources,
authorities or privileges derived from this Agreement, or the partial or individual exercise of the same, shall not constitute
a waiver of the same. The notice or claim made to the Settlor shall not constitute a waiver to any of the rights of the Beneficiary
in First Place to perform any other or consequent action without notice or claim always when it is allowed that the Collateral
Agent performs such action without notice or claim in accordance to the terms of this Agreement.


 


TWENTY NINTH.
Novation.  The execution of this Agreement, shall not constitute any type of novation, amendment or payment of
the Preferred Obligations.


 


THIRTIETH. Applicable
Legislation and Jurisdiction. This Agreement is governed by the civil and mercantile laws in effect in Mexico.


 


Fort he interpretation
and fulfillment of this Agreement, the Parties irrevocably submit to the jurisdiction of the courts located in Mexico City, Federal
District, with respect to any claim or lawsuit derived from this Agreement, and expressly waive any other jurisdiction that may
correspond to them by virtue of their current of future domicile, or by any other reason.


 


[signature’s page follows]


 




    	E-38



    	 



    

 


IN VIRTUE OF THE
FOREGOING, this Agreement is signed on [●] day of [●] of 2013.


 


THE SETTLORS


 


[Companies of Appendix 1]


 


 





 



By: [●]


Charge: [●]


 


COLLATERAL AGENT


AND BENEFICIARY IN FIRST PLACE


 


Deutsche Bank Trust Company Americas,


As Beneficiary in First Place, acting


in its capacity of Collateral Agent,


on behalf and for the benefit of the Preferred
Lenders


 


 

 


By: [●]


Charge: [●]


 


THE TRUSTEE


 


Banco Mercantil del Norte, S. A.


Institución de Banca Múltiple


Grupo Financiero Banorte


 


 

 


By: [●]


Charge: Fiduciary Delegates


 




    	E-39



    	 



    

 


Acknowledged and Accepted with the Appearance
of:


 


THE COUNTERPARTIES


 


Maxcom Telecomunicaciones S.A.B. de C.V.


Maxcom Servicios Administrativos, S.A. de
C.V.


Outsourcing Operadora de Personal, S.A.
de C.V.


TECBTC Estrategias de Promoción,
S.A. de C.V.


Corporativo en Telecomunicaciones, S.A.
de C.V.


Maxcom SF, S.A. de C.V.


Maxcom TV, S.A. de C.V.


Maxcom USA, Inc.


Telereunión, S.A. de C.V.


Telscape de Mexico, S.A. de C.V.


Sierra Comunicaciones Globales, S.A. de
C.V.


Servicios MSF, S.A. de C.V.


Sierra USA Communications, Inc.


Asesores Telcoop, S.A. de C.V.


Celmax Móvil, S.A. de C.V.


 


 

 


By: [●]


Charge: [●]


 




    	E-40



    	 



    

 


Appendix 1


 


Settlors and Counterparties 


Maxcom Telecomunicaciones, S.A.B. de C.V.


Maxcom Servicios Administrativos, S.A. de
C.V.


Outsourcing Operadora de Personal, S.A.
de C.V.


TECBTC Estrategias de Promoción,
S.A. de C.V.


Corporativo en Telecomunicaciones, S.A.
de C.V.


Maxcom SF, S.A. de C.V.


Maxcom TV, S.A. de C.V.


Maxcom USA, Inc.


Telereunión, S.A. de C.V.


Telscape de Mexico, S.A. de C.V.


Sierra Comunicaciones Globales, S.A. de
C.V.


Servicios MSF, S.A. de C.V.


Sierra USA Communications, Inc.


Asesores Telcoop, S.A. de C.V.


Celmax Móvil, S.A. de C.V.


 




    	E-41



    	 



    

 


Appendix 2


 


Beneficiaries in First Place 


[●]


 




    	E-42



    	 



    

 


List of Exhibits 


 


	Exhibit “A” –	Indenture
	Exhibit “B” –	Subordination and Intercompany Loan Agreement Format
	Exhibit “C” –	Collateral Agency Agreement 
	Exhibit “D” –	Intercompany Revolving Credit Agreement Format
	Exhibit “E” –	Conveyance Agreement Format
	Exhibit “F” –	Insolvency Notice Format
	Exhibit “G” –	Authorized Officers
	Exhibit “H” –	Trustee Fees


 




    	E-43



    	 



    

 


Exhibit “A”


 


Indenture


 


[TO COME]


 




    	E-44



    	 



    

 


Exhibit “B”


 


Subordination and Intercompany Loan Agreement
Format 


 


[TO COME]


 




    	E-45



    	 



    

 


Exhibit “C”


 


Intercompany Revolving Credit Agreement



 


INTERCOMPANY REVOLVING CREDIT AGREEMENT
(HEREINAFTER, THE “AGREEMENT”) ENTERED INTO BY AND BETWEEN, MAXCOM TELECOMUNICACIONES, S.A.B. DE C.V., REPRESENTED
BY [*] WHO SHALL BE HEREINAFTER REFERRED AS “MAXCOM” AND [*] WHO SHALL BE HEREINAFTER REFERRED AS “THE
REVOLVING ACCOUNT HOLDER”, AND, JOINTLY WITH “MAXCOM”, THE “PARTIES”, UNDER THE FOLLOWING:


 


REPRESENTATIONS


 


SOLE.- The Parties represent
that since they are part of the same economic group of interest and by reason of the development of their activities contained
in their corporate purposes, have established continuous commercial relationships that result in the debit and credit of its accounting,
same that may be compensated to take them into a sole operation in a certain moment of the closing, for this reason, it is convenient
form them to execute this agreement under the following:


 


CLAUSES


 


FIRST.- The Parties agree to establish
this Agreement based on that provided by article 302 of the General Law of Negotiable Instruments and Credit Transactions with
the purpose of coordinating joint working capital movements, in order to strengthen its cash balances, that when gathering might
facilitate the obtaining of better interest rates and the joint support to the work capitals of each one of the companies that
are part of the group to which they belong to, that result from any operation related to the ordinary course of its business that
implies a transfer of obligations or rights, except for the contractual limitations convened by the Parties with third parties,
including, without limitation, under the Restructure Documents.


 


SECOND.- The remittances of the
Parties subject matter of this Agreement may be credits derived from operations of rendering of services, sale and purchase, transfer
of credits included or not in securities, and of others, resulting from any operation that implies a transfer of obligations or
rights.


 


THIRD.- “MAXCOM” obliges
to handle the revolving credit agreed to in this Agreement, registering the debit and credit entries of “THE REVOLVING ACCOUNT
HOLDER” individually, being obliged to deliver within the first three calendar days of each month, the statement account
to each one of the Parties.


 


Likewise, within 10 (ten) calendar
days following to the closing of each quarterly period that ends on March 31, on June 30, on September 30 and on December 31 of
each calendar year, starting from the following quarter applicable to the date of execution of this Agreement, “MAXCOM”
shall send to the Trustee and to the Collateral Agent a list that contains all the balances of the creditor
and/or debtor that are in effect, resulting from the operations between the Parties under this Agreement, at the closing of the
preceding quarter.


 




    	E-46



    	 



    

 


Notwithstanding the
issuance of the statements of account referred to in the preceding paragraph, the Parties acknowledge that the payment of the balances
that correspond to each one of them, shall be payable in the terms and time frames agreed to by each one of the Parties, in accordance
to their habitual practices, or within the following 90 (ninety) calendar days to the day in which by any cause this Agreement
is terminated.


 


FOURTH.- Over the amount of the
average balance that had been registered with respect to “THE REVOLVING ACCOUNT HOLDER”, during the term of this Agreement,
interest shall be caused, which shall be determined when claiming the payment, that shall be fifteen days after the closing of
the account; over the amount of the interests the Value Added Tax amount shall be applied. The interests that had been agreed shall
be paid in “MAXCOM’s” offices, in national currency.


 


FIFTH.- “MAXCOM” shall
determine the interests with respect to the operations performed by “THE REVOLVING ACCOUNT HOLDER” over the global
average balance of the corresponding period in question, applying the 28-day CETES rate of the last week known.


 


SIXTH.- The Parties herein convene
the following:


 


(i)         in this act expressly acknowledge
that the rights and balances of “lender” that derive from this Agreement (the “Subordinated Obligations”),
are at all times, and for all legal purposes, subordinated to the previous payment of the Preferred Obligations (as such term is
defined in the Trust or (as defined hereinafter);


 


(ii)         in order to comply with
the subordination obligation referred to in the preceding subsection (i), the Parties herein authorize and agree, in their lender
capacity, to the conveyance that each Party performs of the rights of the “lender” of which it is titleholder in accordance
to this Agreement, in favor of [*] (or its beneficiaries or assignees), in its capacity of trustee (the “Trustee”)
in accordance to the Irrevocable Administration Trust Agreement with Reversion Rights No. [*] of [*] of [*] of 2013 of which the
Parties are part thereof (the “Trust”);


 


(ii)         in case of an Insolvency
Proceeding, the Parties, in their capacity of “lender” convene in this act that any payment in its favor by “MAXCOM”
as a consequence of (i) the approval of a restructuring agreement in terms of Title Fifth of the Insolvency Law or (ii) the payment
to Recognized Lenders in accordance to a bankruptcy jugement in terms of Title Seventh, Chapter III, of the Insolvency Law, it
is made through the trust, in terms of the same, and applied to the payment of the Preferred Obligations capacitized as Recognized
Lenders common in such Insolvency Procedure; in the understanding that, the application of such resources to the partial
payment of the Preferred Obligations shall not be considered as payment and release of the Subordinated Obligations, but as direct
payment of the Preferred Obligations, in compliance of the subordination agreement referred to in this Clause.


 


The terms with initial capital letter used
and not defined in this Agreement shall have the meaning attributed to them in the Trust. A copy of the Trust is attached hereto
as Exhibit “A”.


 


SEVENTH.- The term of this Agreement
is indefinite, however, the closing of the account shall be done monthly.


 




    	E-47



    	 



    

 


EIGHT.- “THE REVOLVING ACCOUNT
HOLDER” and “MAXCOM” are subject to the tax consolidation regime, therefore, this Agreement does not cause any
specific effect to the parties and only for purposes of that provided in the corresponding legislation, it is specified that “MAXCOM”
shall act as attorney-in-fact of “THE REVOLVING ACCOUNT HOLDER” with respect to the payments made by the latter, which
must be made with nonnegotiable nominative check, and must keep copy of the duplicate check or in its case, of the debit fact sheet
if it is made through bank account transfer.


 


NINTH.- The parties expressly submit
to the jurisdiction of the laws and courts having jurisdiction in Mexico City, Federal District with express waiver to any forum
that may correspond to them by reason of their current or future domiciles, or by any other cause.


 


The parties being aware of the scope and
effects of the content of this agreement sign it on [*], on [*] of 2013.


 


[Signature`s page to follow]


 




    	E-48



    	 



    

 


“MAXCOM”


 


MAXCOM
TELECOMUNICACIONES, S.A.B. DE C.V.


 


	 	 	 
	By: [*]	 	By: [*]
	Charge: Legal Representative	 	Charge: Legal Representative 


 


“THE REVOLVING ACCOUNT HOLDER”


 


	 	 	 
	By: [*]	 	By: [*]
	Charge: Legal Representative	 	Charge: Legal Representative


 




    	E-49



    	 



    

 


Exhibit “D”


 


Additional Settlor Conveyance Agreement
Format 


 


Conveyance Agreement
(the “Agreement”) to the Trust Agreement (as defined hereinafter) entered into by and between [__________],
as Settlor (the “Settlor”); Banco Mercantil del Norte, S. A., Institución de Banca Múltiple, Grupo
Financiero Banorte, as trustee (the “Trustee”); Deutsche Bank Trust Company Americas in its capacity as Beneficiary
in first Place, in its capacity of Collateral Agent (as such term is defined in the Trust), therefore on behalf and for the benefit
of the Preferred lenders (as such term is defined in the Trust Agreement); Maxcom Telecomunicaciones, S.A.B. de C.V., in its capacity
of Representative of the Settlors and as Counterparty, and the companies listed in Appendix 1 of the Trust, as Counterparties (as
defined in the Trust Agreement), in accordance to the following Background, Representations and Clauses:


 


BACKGROUND


 


		I.	On [●] of 2013, the Irrevocable Administration Trust with Reversion Rights Number F/[●]
(the “Trust Agreement”) was executed.



 


		II.	The Settlor is titleholder of the Creditor Rights with respect to the Intercompany Agreement described
in the document attached hereto as Exhibit “A” (the “Lender’s Additional Rights”).



 


		III.	In accordance with the Second Clause of the Trust Agreement, the Settlor, in this act agrees to
convey to the trust incorporated under the Trust Agreement, the Creditor Additional Rights in order to be part of the Trust Estate.



 


REPRESENTATIONS


 


Except for that set
forth in this Agreement, each one of the Parties in this date, undertakes and represents in terms of the Representations made in
the Trust Agreement, which are inserted in this document by reference and shall be deemed herein reproduced as inserted literally
and are confirmed and ratified by each one of the Parties in its totality.


 


IN VIRTUE OF THE FOREGOING,
and considering the obligations, agreements and representations set forth in this Agreement, the parties agree the following:


 


CLAUSES


 


FIRST.          Definitions.
To ease the interpretation of this Agreement, the terms used with initial capital letter shall have the meaning that is attributed
to them below or that otherwise is attributed to them in the Trust Agreement, which shall apply in singular and plural of such
terms:


 


“Collateral
Agent” shall have the meaning attributed to it in the Preamble of this Agreement.


 


“Trust Agreement”
has the meaning attributed to it in Recital I of this Agreement.


 




    	E-50



    	 



    

 


“Agreement”
has the meaning attributed to it in the Preamble of this Agreement.


 


“Creditor
Additional Rights” has the meaning attributed to it in Recital II of this Agreement; in the understanding that,
the Creditor Additional Rights shall be part of the “Creditor Rights” as defined in the Trust Agreement, and shall
be part of the Trust Estate.


 


“Settlor”
has the meaning attributed to in the Preamble of his Agreement.


 


“Trustee”
has the meaning attributed to it in the Preamble of this Agreement.


 


SECOND. Conveyance
of the Lender’s Additional Rights to the Trust Agreement. The Settlor in this act transfers the Trustee, the Creditor
Additional Rights. In this act, the Counterparties, through the signature of this Agreement, expressly convene the conveyance of
the Lender’s Additional Rights that is made in accordance to this Agreement.


 


THIRD. Ratification
of the Terms of the Trust Agreement. The parties herein confirm and ratify all the terms and conditions of the Trust Agreement
that is in effect and remains in effect, and the Trust Agreement as supplemented by this Agreement is the final and total agreement
of the parties of this Agreement at its date.


 


FOURTH. No
Novation. The execution of this Agreement does not constitute novation of the obligations of the parties in accordance
to the Trust Agreement.


 


FIFTH. Notices.
All the notifications, notices and other communications related to this Agreement and the Trust Agreement, shall be delivered to
each one of the parties of this Agreement, in the form and domiciles set forth in Clause Twenty Second of the Trust Agreement.


 


SIXTH. Address
of the Adhesive Settlor


 


[*]


 


SEVENTH. Applicable
Law and Jurisdiction. This Agreement shall be governed and construed in accordance to the laws of Mexico. For any matter
related to this Agreement and the Trust Agreement, the parties of this Agreement by this act irrevocably submit to the exclusive
jurisdiction of the courts having jurisdiction with seat in Mexico, Federal District, Mexico in connection with any claim or legal
procedure derived from this Agreement and by this means the Parties expressly waive any other jurisdiction that may correspond
to them by virtue of their current or future domicile, or by any other reason.


 


IN VIRTUE OF THE FOREGOING,
this Conveyance Agreement to the Irrevocable Administration Trust Agreement with Reversion Rights No. F/[●] is executed on
[●] of 2013.


 


[signatures page to follow]


THE SETTLOR


 


[●]


 




    	E-51



    	 



    

 


	 
	By:
	Charge: Attorney-in-fact 


 


THE TRUSTEE


 


Banco Mercantil del Norte, S. A.


Institución de Banca Múltiple


Grupo Financiero Banorte


In performance and compliance with Trust
Agreement number [F/*]


 


	 
	By:
	Charge: Delegates 


 


THE COLLATERAL AGENT


 


Deutsche Bank Trust Company Americas,


as Beneficiary in First Place acting in
its capacity of Collateral Agent


On behalf and for the benefit of the


Preferred Lenders


 


	 
	By:
	Charge: Attorney-in-fact


 


Acknowledged and Accepted with the Appearance
of:


 


SETTLORS REPRESENTATIVE


 


MAXCOM TELECOMUNICACIONES, S.A.B. de C.V.


 


 





 



By: [●]


Charge: [●]


 




    	E-52



    	 



    

 


Exhibit “F”


 


Insolvency Notice Format


 


[Date]


 


Banco Mercantil del Norte, S. A.


Institución de Banca Múltiple


Grupo Financiero Banorte Attention: Trustee Division


 


My dear sirs:


 


We make reference to
the Irrevocable Administration Trust Agreement with Reversion Rights No. [●] dated [●] of 2013 (as, it be modified,
supplemented or amended and restated at any time, the “Trust Agreement”).


 


The terms in capital
letters contained and not defined herein, shall have the same meanings that were attributed to them in the Trust Agreement.


 


In terms of that provided
in Clause Fourth and those applicable of the Trust Agreement, by this letter we notify you that on [●] dated [●] of
20[●] a judge having jurisdiction in Mexico has issued a declaratory judgment of an Insolvency Proceeding with respect to
[Maxcom Telecomunicaciones S.A.B. de C.V. and/or subsidiaries], as evidenced through [the publication of the Insolvency Judgment
by the corresponding court, in notice boards or by court bulletin /the personal notice of the Bankruptcy Judgment performed by
the conciliator or receiver/the publication of the extract of the judgment in the Official Gazette of the Federation / any other
form allowed in accordance to the LCM and other applicable legal provisions, that is attached herein as Exhibit “A”.


 


Sincerely,


 


Deutsche Bank Trust Company Americas,


In its capacity of Collateral Agent,


On behalf and for the benefit of the Preferred Lenders


 


	 
	By: [●]
	Charge: [●]


 




    	F-1



    	 



    

 


Exhibit “G”


 


Authorized Officers


 


	PARTY	 	NAME	 	SIGNATURE
	[●], as Representative of the Settlors	 	 	 	 
	 	 	 	 	 
	 	 	[●]	 	 
	 	 	 	 	 
	 	 	[●]	 	 
	 	 	 	 	 
	[●]	 	 	 	 
	 	 	 	 	 
	 	 	[●]	 	 
	 	 	 	 	 
	 	 	[●]	 	 


 




    	G-1



    	 



    

 


Exhibit “H”


 


Trustee Fees 


 


The Settlors oblige
to pay the Trustee the commissions that the Parties, with full knowledge and will, agree in this Exhibit, without any notice or
requirement on behalf of the Trustee:


 


(a)         by the constitution
of this Trust and acceptance of the charge, the Trustee has the right to receive, by sole occasion at the signature of this agreement,
the amount of [●] ([●] 00/100), payable at the signature of this agreement;


 


(b)         by the administration
of the Trust a fixed annual amount of [●] ([●] 00/100), payable by advanced annuities, which is subject to variation,
prior agreement between the Parties, in case that, in accordance to the clauses of this Agreement, there would be changes in the
manner of managing or custody the Trust Estate;


 


(c)         by amendment
to the Trust, of the tariffs that are in effect at the moment of such amendment;


 


(d)         for the banking
of administrative services performed by the Trustee, such as interbanking transfers, issuance of checks, issuance of payment orders,
down payments, issuance, remission and/or copies of Account Statements, shall have the right to receive the corresponding consideration,
in accordance to the tariffs in effect at the date in which the service is rendered;


 


(e)         in case that
the Trustee accepts the performance of the acts that are not expressly foreseen in this Trust always when the nature and purpose
of the Trust allows so, the tariff that, on each case, is agreed to by the Parties; provided that, in case of disagreement,
the Trustee shall not be obliged to perform them, and


 


(f)          for brokerage
in the sale and purchase of the capital market values or investment companies, the tariffs in effect in the date of each operation.


 


The fees of the Trustee
may be updated annually in accordance to the National Consumer Price Index or the index that replaces it, notifying the Trustee
to the Settlor in writing, with at least 30 (thirty) calendar days in advance, the amount of the new commission to be applied.


 


The fees and commissions
of the Trustee cause Value Added Tax which shall be transferred by the Trustee in terms of law.


 


In case that the commissions
in favor of the Trustee are not paid in accordance to that agreed in this Exhibit, for any reason, the Trustee shall have the right
to receive interest by concept of arrears, adding monthly the amount of the commission that is due, that one that results from
applying the Fixed-Term Deposit Cost named in Mexican Pesos (C.C.P.), that the Banco de México fixes for the corresponding
month or the index or rate that replaces it. The Trustee reserves its right to apply the interests herein agreed, an also to perform,
in its case, the legal actions to collect the debts on behalf of the Settlor.


 




    	H-1



    	 



    

 


The Parties agree that
the Trustee may terminate the Trust with no responsibility in the terms provided in article 392 (three hundred and ninety two)
Bis of the LGTOC.


 


In all cases, the Trustee
shall have the authority to take with charge to the liquid resources of the Trust Estate the amount of the fees and commissions
that, in its case, are owed to the Trustee.


 




    	H-2



    	 



    

 


Exhibit
F


 


FORM
OF MORTGAGE AGREEMENT


 


In Mexico City, on [_____], 2013,
I, [Luis Antonio Montes de Oca Mayagoitia], in charge of Public Notary Office number [29] for
the Federal District, in this act I evidence (i) the cancellation and release of the Mortgage in First Place and Degree of Preference,
as modified from time to time, (the “Original Mortgage”) granted by Maxcom Telecomunicaciones, S.A.B. de C.V.
(the “Company”), as grantor of the mortgage, in favor of Morgan Stanley & Co. Incorporated
(Collateral Agent), acting not on its behalf but in the character of Collateral Agent, in favor of the holders of
the notes named “11% Senior Notes 2014” (“Notes”) as amended as of October 15, 2007 to substitute
the mortgagee by Deutsche Bank Company Americas; and (ii) the creation of the Mortgage in First Place and Degree of Preference
(the “New Mortgage”) granted by the Company, as mortgagor, in favor of Deutsche Bank
Trust Company Americas, acting not in its individual capacity, but solely as collateral agent (“Collateral Agent”)
in favor of the holders of notes with initial annual gradual interest of 6% as from its issuance date
until June 14, 2016, 7% from June 15, 2016 until June 14, 2018 and 8% from June 15, 2018 until their expiration date (June 15,
2020) (“Step-Up Senior Notes”) (“Preferred Notes”) which form part of the restructure
process undertaken by the Company under Chapter 11 of the U.S. Bankruptcy Code (the “Code”) before the United
States Bankruptcy Court for the District of de Delaware (the “Court”), together with certain joint plan of reorganization
of Maxcom Telecomunicaciones S.A.B. de C.V. and its debtor affiliates pursuant to Chapter 11 of the Bankrutcy Code (the “Restructure
Plan”) in terms of such Chapter 11, certain Restructuring and Support Agreement (the “Restructuring and Support
Agreement”) dated July 3, 2013 and the issuance indenture (“Current Issuance Indenture”) dated [*]
[*], 2013 (together, the “Restructure Documents”), the Intercompany Subordination and Credit Agreement (“Intercompany
Subordination and Credit Agreement”), and the irrevocable re-investment rights administration trust (“Intercompany
Trust Agreement”).


 


BACKGROUND


 


I.         With the purpose of securing the total and timely payment
of the obligations of the Company under the Notes, through public deed 67,432, dated February 13, 2007, granted before Luis Antonio
Montes de Oca Mayagoitia, in charge of notary public office 29 of the Federal District, the Company formalized the Original Mortgage
in favor of Morgan Stanley & Co. Incorporated, in its capacity as collateral agent.


 


II.        On February 22, 2007, the Original Mortgage was duly
recorded in the Public Registry of Commerce of the Federal District under Commercial Folio No. 210,583 which corresponds to the
Company.


 


III.       Through public deed 68,816, dated October 15, 2007,
granted before Luis Antonio Montes de Oca Mayagoitia, in charge of notary public office 29 of the Federal District, it was evidenced
the modification to the Original Mortgage regarding (i) the guaranteed amount; and (ii) the replacement of Morgan Stanley &
Co. Incorporated as collateral agent for the Collateral Agent acting not on its behalf but in its capacity as collateral agent
in favor of the holders of the Preferred Notes.


 




    	F-1



    	 



    

 


IV.       The Original Mortgage was granted over equipment, network,
constructions, transport equipment and vehicles, computers, information processing equipment and office furniture, as well as all
the assets that form part of the account named ”Systems and equipment of Telephonic Network” of the Assets of the Balance
of the Company as of December 31, 2006.


 


V.        Restructure
Agreement. On July 3, 2013, the Company together with some of its subsidiaries entered into the Restructuring and Support
Agreement with the holders of the Notes, which are governed by the issuance indenture dated December 20, 2006 (“Original
Issuance Indenture”), with the purpose of performing a restructure through a process under Chapter 11 of the U.S. Bankruptcy
Code, as well as a public tender offer issued under the Mexican and American Securities Law.


 


VI.       Current Issuance Indenture. In terms of the previous
item and pursuant the Restructure Documents, on [__], 2013, the Company executed an Issuance Indenture with Deutsche Bank Trust
Company Americas, as collateral agent, in favor of the holders of the Preferred Notes, under which the Preferred
Notes were issued.


 


REPRESENTATIONS


 


I.         The Company represents through its legal representative
that:


 


(a)       It is an entity duly organized and existing under
the laws of the United States of Mexico, as evidenced in public deed number 86,115 dated February 28, 1996, granted before Mr.
Ignacio Soto Borja, notary public number 129 of the Federal District and registered before the Public Registry of Commerce of the
Federal District on June 11, 1996 under the commercial folio number 210,585.


 


(b)       It is fully authorized pursuant to its corporate
purpose to grant this Mortgage and to assume the obligations implied hereunder.


 


(c)       Its representative has full authority to grant
the New Mortgage on its behalf and to bind it in accordance with its terms, as evidenced under public deed number [*] dated [*],
[*] de [*], granted before [*], notary public number [*] of the Federal District and duly registered before the Public Registry
of Commerce.


 


(d)       Is the lawful owner of the telecommunication equipment
destined to the rendering of telecommunication services, which include, without limitation, the commutators or telephonic switches,
the electric equipment and telecommunication broadcasting equipment, radio equipment, computers, vehicles and transport equipment,
and engineering equipment (“Equipment“) and the public telecommunication network owned by the Company, including
without limitation, optic fiber, copper and coaxial networks with all its components and accessories destined to the rendering
of the telecommunication services (“Network”).


 




    	F-2



    	 



    

 


(e)       It is the legal owner of the intellectual and
industrial property rights which as of this date forms part of its estate.


 


(f)        Each of the Mortgaged Assets (as such term is
defined below) are owned by it, free and clear of any lien (by reason of law or any other cause whatsoever), mortgage, trust, pledge,
assignment, guarantee escrow, encumbrance, preemptive right or any limitation of domain or tax claim, except for the New Mortgage
created herein and except for the Original Mortgage, there are no registered lien whatsoever of any legal form in the public registries.


 


(g)       In accordance with the Restructure Documents,
the Company became obliged to execute this New Mortgage in favor of the Collateral Agent in order to secure the guaranteed obligations
in terms of the Restructure Documents.


 


(h)       (i) The execution of this instrument has been
duly authorized and complies with all corporate requirements; (ii) this instrument constitutes legal, valid and binding obligations
of the Company, enforceable in accordance with its terms; and (iii) the execution of this instrument and the fulfillment of the
obligations herein contained do not contradict with, or constitute any default of, its corporate by-laws or any other contract
or agreement in which the Company is a bound party, nor any law, regulation, order, decree or resolution of any judicial or administrative
court or any other body.


 


(i)        It has obtained all necessary authorizations pursuant
to the Restructure Documents and pursuant to any other document, contract or agreement to which it is a party and pursuant to any
applicable law or regulation, in order to create the New Mortgage, and such authorizations have been obtained en compliance with
the requirements set forth in such documents, laws and/or regulations.


 




    	F-3



    	 



    

 


(j)        It is the current holder of the following concession:
(i) Concession granted on December 20, 1996 for the installation, operation and exploitation of a public telecommunication network
for a term of 30 years as from its granting (the “Telecommunication Concession”); (ii) Concession granted on
June 4, 1998, for the installation, operation and exploitation of frequency bands of the radio spectrum for the rendering of the
capacity service for the establishment of links for point-to-point microwave transmission (35 – PAP – 15) for a term
of 20 years as from its granting (the “35 – PAP – 15 Concession”); (iii) Concession granted on June
4, 1998, for the installation, operation and exploitation of frequency bands of the radio spectrum for the rendering of the capacity
service for the establishment of links for point-to-point microwave transmission (34 – PAP – 15) for a term of 20 years
as from its granting (the “34 – PAP – 15 Concession”); (iv) Concession granted on June 4, 1998,
for the installation, operation and exploitation of frequency bands of the radio spectrum for the rendering of the capacity service
for the establishment of links for point-to-point microwave transmission (25 – PAP – 23) for a term of 20 years as
from its granting (the “25 – PAP – 23 Concession”); (v) Concession granted on June 4, 1998, for
the installation, operation and exploitation of frequency bands of the radio spectrum for the rendering of the capacity service
for the establishment of links for point-to-point microwave transmission (24 – PAP – 23) for a term of 20 years as
from its granting (the “24 – PAP – 23 Concession”); (vi) Concession granted on June 4, 1998, for
the installation, operation and exploitation of frequency bands of the radio spectrum for the rendering of the capacity service
for the establishment of links for point-to-point microwave transmission (4 – PAP – 23) for a term of 20 years as from
its granting (the “4 – PAP – 23 Concession”); (vii) Concession granted on June 4, 1998, for the
installation, operation and exploitation of frequency bands of the radio spectrum for the rendering of the capacity service for
the establishment of links for point-to-point microwave transmission (2 – PAP – 23) for a term of 20 years as from
its granting (the “2 – PAP – 23 Concession”); (viii) Concession granted on June 4, 1998, for the
installation, operation and exploitation of frequency bands of the radio spectrum for the rendering of the capacity service for
the establishment of links for point-to-point microwave transmission (3 – PAP – 23) for a term of 20 years as from
its granting (the “3 – PAP – 23 Concession”); (ix) Concession granted on April 1, 1998, for the
installation, operation and exploitation of frequency bands of the radio spectrum for the rendering of the capacity service for
the establishment of links for point-to-multipoint microwave transmission (61PAM10-8) for a term of 20 years as from its granting
(the “61PAM10-8 Concession”); (x) Concession granted on April 1, 1998, for the installation, operation and exploitation
of frequency bands of the radio spectrum for the rendering of the capacity service for the establishment of links for point-to-multipoint
microwave transmission (58PAM10-5) for a term of 20 years as from its granting (the “58PAM10-5 Concession”);
(xi) Concession granted on April 1, 1998, for the installation, operation and exploitation of frequency bands of the radio spectrum
for the rendering of the capacity service for the establishment of links for point-to-multipoint microwave transmission (56PAM10-3,
56PAM10-5 and 56PAM10-8) for a term of 20 years as from its granting (the “56PAM10-3, 56PAM10-5 and 56PAM10-8 Concession”);
(xii) Concession granted on April 1, 1998, for the installation, management and exploitation of frequency bands of the radio spectrum
for the rendering of the capacity service for the establishment of links for point-to-multipoint microwave transmission (56PAM10-3)
for a term of 20 years as from its granting (the “56PAM10-3 Concession”)..


 


The existing Concessions were granted to
the Company by the Mexican government, through the Ministry of Communications and Transport (the “SCT”).


 


(k)      As of this date, the Concessions are in full force
and effect, and the Company has complied with substantially all the requirements, terms, conditions and obligations established
in the Concessions, and that as of this date, to its knowledge, there is no sanction, penalty, or fine imposed in connection with
the exercise of the Concessions or that may limit the type or the coverage of the services that the Company may render in accordance
with the Concessions.


 




    	F-4



    	 



    

 


(l)        There are no pending or threatened litigation,
claims, trials or inquiries before or by any court or governmental authority with respect to or in connection with the Company
or any of the Mortgaged Assets. There is no breach of any court resolutions or pending orders, bids, decrees, stipulations or arbitration
award against the Company or any of the Mortgaged Assets;


 


(m)      It has timely complied with all taxes (including
but not limited to ownership taxes), obligations, contributions and rights; and


 


(n)       Expressly acknowledge (i) the existence of the Preferred
Lenders and the Collateral Agent, and (ii) the capacity of the Collateral Agent to act on behalf and for the benefit of the holders
of the Preferred Notes, the latter in its capacity as Collateral Agent and for the benefit of the Preferred Lenders, under this
New Mortgage, for the execution and enforceability of this New Mortgage in full legal capacity and authority of the representative
of the Collateral Agent to sign this instrument.


 


II.        The Collateral Agent represents through its
legal representative that:


 


(a)       It is a credit institution duly incorporated and
validly existing under the laws of the United States of America;


 


(b)       Its legal representative has sufficient and enough
authority to enter into this Agreement, and to this date such authority has not been revoked or modified in any manner.


 


(c)       It acts not on its behalf but in the character
of Collateral Agent, for the benefit of the holders of the Preferred Notes.


 


CLAUSES


 


First.- (i)The Collateral Agent, acting on behalf and
for the benefit of the holders of the Notes, as mortgagee of the Original Mortgage, in terms of the Restructure Documents, pursuant
to the instructions provided by the Court, herein expressly and irrevocably cancels, releases and terminates in its entirety the
Original Mortgage granted by the Company in its favor and consequently, in this act, it release the Company from each and all its
obligations under the same; and (ii) the Company in this act in a simultaneous manner grants the New Mortgage, in first place and
degree of preference, in favor of the Collateral Agent acting as mortgagee, for the benefit of each and every one of the holders
of the Preferred Notes, present or future, with the purpose of fulfilling the obligations under the Restructure Documents and to
guarantee the obligations derived from the Restructure Documents over the Equipment and the Network as well as any other assets
that form the account named ”Systems and equipment of Telephonic Network” of the Assets of the Balance of the Company
as of August 30, 2013 pursuant to article 93 of the General Law of Means of Communication including those acquired after the date
hereof and future assets that are to be included under such line item (“Mortgaged Assets”).


 




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It is hereby expressly acknowledged that, pursuant to the provisions
contained in article 93 of the General Communication Means, the Telecommunication Concession is excluded from the mortgage, as
well as the rest of the Concessions mentioned under Representation I.d) above.


 


Second.- The Company hereby expressly acknowledges to
owe to the Collateral Agent each and all the amounts in terms of the Restructure Documents and which due principal balance (without
considering interest) is as of this date the amount of US$200,000,000 dollars, currency of the United States of America, as well
as any other amount that may result in accordance with the Restructure Documents.


 


Third.-
As guarantee for the exact and timely compliance with all the secured obligations in charge of the Company which may result
of the Restructure Documents, including but not limited to those comprised by new debt documents issuance under the Restructure
Documents or otherwise derived from an offer to exchange the debt documents issued or to be issued in the future in connection
with the Issuance Indenture, the Restructure Documents or as a result of any other reason, as well as the exact and timely payment
of each and all the amounts owed as principal, interest and other accessories so owed by the Company to the Collateral Agent, Deutsche
Bank Trust Company Americas in its capacity as Trustee (as defined in the Current Issuance Indenture) and the holders of Preferred
Notes.


 


Fourth.- The Company hereby undertakes the obligation
to carry out any and all the acts that may be necessary for the recording of the termination and release of the Original Mortgage
and to carry out the registration of the granting of the New Mortgage in favor of the Collateral Agent, for the benefit of the
holders of the Step-Up Senior Notes, both in the Public Registry of Commerce for the Federal District, and in the Telecommunications
Registry, the Sole Registry of Security over Movable Assets, the latter with respect to such assets of movable nature, as applicable,
and any other public registries and governmental institutions and offices in Mexico as it may be necessary under the applicable
law in order to formalize the New Mortgage and guarantee the proper and timely compliance with the obligations resulting from the
Preferred Notes and the Restructure Documents.


 


The Company hereby agrees to: (i) deliver to the Collateral
Agent within 10 (ten) business days following the date of this document, the original of the document evidencing the receipt or
any modification issued by the registries to which they shall file this guarantee document for its registration; (ii) deliver to
the Collateral Agent within a term not to exceed 45 (forty-five) business days, the first transcript of the public document of
guarantee evidencing this act or the modification to the same with the corresponding recording data from the Public Registry of
Commerce in the Federal District and the document evidencing this act or any modification to the same issued by the Telecommunication
Registry, as well as any other evidence of registration in other applicable registries.


 




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Fifth.-Additionally, within the obligations guaranteed
by the New Mortgage, the payment of interest and accessories accrued pursuant to the Restructure Documents and including those
interest generated over a period exceeding three years are comprised, this shall be stated in the Public Registry of Commerce of
the domicile of Company, in accordance with article 2915 of the Civil Code for the Federal District, and they shall also include
all those expenses to be paid under the Restructure Documents, that may have been incurred or caused by the granting, execution,
collection or foreclosure (judicial or extrajudicial) of each and all of the secured obligations pursuant to this New Mortgage.


 


Sixth.- The Company acknowledges that the Collateral
Agent executes this Agreement as Mortgagee acting as Collateral Agent on behalf and for the benefit of the holders of the Preferred
Notes in accordance with the content of the Restructure Documents pursuant to the terms as provided in the Current Issuance Indenture
and the instructions provided by the Court. Likewise, the Company recognizes that for the purposes of this document, the Collateral
Agent acts solely on behalf of, and for the benefit of the holders of the Step-Up Senior Notes in terms of the content of the Current
Issuance Indenture.


 


Seventh.- (a) All the taxes, costs, expenditures and
commissions arising from the preparation, execution and recording of this document as well as any other action, agreement, document,
deed or notice executed, prepared, or served pursuant to this document or to the Original Mortgage and/or the New Mortgage, including,
without limitation, notary public’s fees and government fees for registration as well as fees and expenses from attorneys
and agents of the Collateral Agent and of the holders of the Preferred Notes, will be covered exclusively by the Company; and (b)
the Collateral Agent as Mortgagee shall be an exonerated party and neither the Mortgagee nor any of its affiliates, directors,
managers, employees, advisors, attorneys, representatives or agents shall be liable for any act or omission under this agreement
or in relation to the same.


 


Eighth.- The Company agrees that as long as this New
Mortgage continues to be effective, and the secured obligations have not been completely fulfilled, Company shall not sell, lease,
assign, transfer or in any other manner dispose the Mortgaged Assets, except as expressly permitted by the Restructure Documents.


 


The Company may require the Collateral Agent to appear before
the corresponding notary public if its appearance is necessary to release the Mortgaged Assets if the same are going to be transferred
and as long it is permitted under the Restructure Documents.


 




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Ninth.- During the term of the New Mortgage, the Company
will maintain possession, control, and management of the Mortgaged Assets, and will be the only entity responsible in connection
with any event derived from the use, operation, exploitation, maintenance, reparation, and possession of the Mortgaged Assets,
therefore, the Collateral Agent and the holders of the Preferred Notes, will not have and will not assume any responsibility or
liability with respect to, or in connection with the possession, use, operation, exploitation, maintenance and reparation of such
Mortgaged Assets. The foregoing, without prejudice of the restrictions for the possession and control agreed by the Company in
the Current Issuance Indenture. Company agrees to indemnify and keep Collateral Agent, together with each and every one of its
affiliates, officers, directors, employees, agents, attorneys, advisors, agents and representatives, free and safe from, and indemnify
them against, any claim, damage, or loss, and from any liability that may be imposed in accordance with law, and/or with respect
to any damage or loss caused to third parties’ property (including, without limitation, the responsibility in case of death),
in regard to the use, performance, and operation of the Mortgaged Assets.


 


Tenth.- In the event all or any substantial part of the
Mortgaged Assets become subject to requisition in accordance with article 66 of the Federal Law of Telecommunications, or, as the
case may be, were expropriated, “rescued”, or assigned by any authority, pursuant to article 19 and other applicable
provisions of the General Law of National Assets, Company agrees that the resulting indemnification to which it may have right
and which may be payable to it because of such reason by the corresponding authority shall also be subject to the lien created
pursuant to this instrument, deemed as Mortgaged Assets and in consequence shall be delivered to Collateral Agent, who shall maintain
it as guaranty for the payment of the secured obligations for the benefit of the holders of the Preferred Notes and the guaranteed
obligation in the other Restructure Documents, subject to the content of this mortgage, provided that, if for any reason Company
receives any amount as indemnification pursuant to the provisions herein described, it shall maintain it in deposit in favor of
Collateral Agent and shall immediately make it available to it.


 


The Company may instruct the Collateral Agent, acting in its
capacity as representative of the holders of the Preferred Notes pursuant to the Restructure Documents to apply any amount that
it may receive as indemnification in accordance with the provisions stated above, to the advanced payment of the secured obligations
pursuant to this New Mortgage and to the content of the Restructure Documents and the Collateral Agent is only obliged to proceed
in accordance with the Restructure Documents.


 


Eleventh.- The New Mortgage created herein shall remain
in its entirety and shall be in full force and effect until each and all of the secured obligations contained in the Restructure
Documents (including the obligations contained in this instrument) have been fulfilled completely.


 


Twelfth.- The Company agrees and assumes the following
obligations, as of this date and until the secured obligations are fully satisfied pursuant to the Restructure Documents:


 


(a)         Maintenance of Insurance; Appointment of Collateral
Agent as Beneficiary of the Insurance. Maintain insurance on the Mortgaged Assets which are currently in effect or which have
been in effect 6 months prior to this date and appointing the Collateral Agent as beneficiary of the insurance under each and all
the policies.


 


(b)         Limitations to the right to dispose of the
Mortgaged Assets. The Company may not sell, lease, transfer or otherwise dispose of any of the Mortgaged Assets, or attempt
or contract to do so, except as permitted by the Restructure Documents.


 




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(c)         Further Identification of Mortgaged Assets.
The Company shall provide to the Collateral Agent, statements, lists, update of the assets and reports providing further identification
and describing the Mortgaged Assets, within the 5 (five) business days as of the date when reasonably requested, in writing, by
the Collateral Agent.


 


(d)         Notices. The Company will inform the Collateral
Agent, promptly, in reasonable detail, (i) of any material lien or claim made or asserted against any of the Mortgaged Assets,
(ii) of any material change in the composition of the Mortgaged Assets, and (iii) of the occurrence of any event which could have
an adverse effect on the aggregate value of the Mortgaged Assets or in the security interest created hereunder.


 


(e)         Inspection right. Upon delivery of a notice
in writing to Company (unless an event of default has occurred and is continuing pursuant to the Restructure Documents in which
case no notice shall be required), delivered within at least 3 (three) business days in advance, Collateral Agent, shall, at all
times, have full and free access during normal business hours to all the books and records and correspondence of Company, and Collateral
Agent or its authorized representatives may examine the same, take extracts thereof or make photocopies thereof at Company’s
expense. Likewise, Company agrees to render to Collateral Agent administrative assistance and other assistance as may be reasonably
requested with regard thereto. Upon delivery of a notice to the Company (unless an event of default has occurred and is continuing
pursuant to the Restructure Documents in which case no notice shall be required), Collateral Agent and its representatives shall
also have the right to have full and free access into and upon any premises where any of the Mortgaged Assets are located for the
purpose of inspecting the same, observing its use or otherwise protecting its interests therein.


 


(f)         Information effects to the Collateral Agent. In connection
with the effectiveness of the issuance or delivery of any reports, information, lists or notices as provided under this New Mortgage
to the Collateral Agent or to the knowledge of the Collateral Agent of the information that the same may contain, with respect
to the Collateral Agent toward the Company and holders of the Preferred Notes, shall be deemed as delivered or received by the
Mortgagee, acting as Collateral Agent, only for information purposes, and its receipt or acknowledgement by the Collateral Agent
will not constitute a notice of the information therein contained or of the information that it is determined or derived from the
information contained in such reports, information, lists or notices, including in relation with the compliance of obligations
of the Company hereunder; nor will there be any obligation whatsoever for the Collateral Agent to review and/or to request clarifications,
or to determine or review such reports, notices, lists or information that has been filed pursuant to the "EDGAR" system
(or its successor), and the Company shall be obliged to notify in writing the Collateral Agent regarding the filing of said information
or document to said system.


 


Thirteenth.- The Collateral Agent may exercise all actions
and rights pursuant to this New Mortgage. The performance of such rights will be in accordance with the Restructure Documents in
the event of an occurrence of an event of default derived from the Restructure Documents or any failure to comply by the Company
to any of the obligations contained under the Restructure Documents or in this document.


 




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Without prejudice of the foregoing, the Collateral Agent shall
not have, by reason hereof a fiduciary relationship with any Preferred Lenders, the Company, or any other party, unless for what
is expressly provided in the Current Issuance Indenture and nothing herein is intended to or shall be so construed as to impose
upon the Collateral Agent any duties, responsibilities or obligations in respect hereof, except as for those obligations expressly
agreed under this New Mortgage and the Current Issuance Indenture.


 


Notwithstanding anything herein to the contrary, with respect
to the relationship among the Company, the holders of the Preferred Notes and the Collateral Agent (i) this New Mortgage is considered
a Collateral Document, as such term is defined in the Current Issuance Indenture; and (ii) the Collateral Agent in the exercise
of its rights under this New Mortgage, shall have all the rights, privileges and protections in terms of Article X of the Current
Issuance Indenture.


 


Fourteenth.- (a)         Upon the default of any of
the obligations in the terms provided in the Restructure Documents, Collateral Agent may take such action as it deems necessary
to initiate a proceeding for the complete or partial foreclosure of the Mortgaged Assets and this New Mortgage and may take such
other action as it is available to it by law to dispose of, collect, receive, appropriate and realize upon the Mortgaged Assets,
or any part thereof.


 


(b)         The Company agrees that, in the event Collateral
Agent initiates a civil or commercial foreclosure proceeding, Collateral Agent shall have the right to designate the items to be
attached and the attachment of all or part of the Mortgaged Assets, as the case may be, shall not be subject to the provisions
of article 1395 of the Mexican Commerce Code and article 536 of the Code of Civil Procedures for the Federal District and its correlative
articles in the Codes of Civil Procedure of other states of Mexico.


 


(c)         The Company agrees to pay all costs to Collateral
Agent, including, without limitation, attorney’s fees incurred in connection with the enforcement of any of its rights and
remedies hereunder.


 


(d)         The Company hereby waives to demand or protest
(to the maximum extent permitted by applicable law) of any kind in connection with this instrument or any item of Mortgaged Assets.


 


(e)         The proceeds of the sale, adjudication or any
other payment over all or part of the Mortgaged Assets shall be allocated in accordance with the following order of preference:


 


First, to the payment of the reasonable
costs and expenses of such sale, including, without limitation, all expenses of Collateral Agent, and its agents including the
fees and expenses of its counsel, and all expenses, liabilities and advances made or incurred by Collateral Agent in connection
therewith;


 




    	F-10



    	 



    

 


Second, to the Collateral Agent, for the
payment of the secured obligations in terms of the Restructure Documents, first for any amounts due to the Collateral Agent, Trustee
and the holders of the Preferred Notes in terms of the Current Issuance Indenture, other than as principal or interest, second
to the payment of any past due interest, and third to the payment of principal due; and


 


Finally, after payment in full of all
the secured obligations described above, to the Company, or its successors or assigns, or to whomsoever may be lawfully entitled
to receive the same.


 


Fifteenth.- In the event that the Collateral Agent, initiates
the foreclosure against all or a part of the Mortgaged Assets, the Company agrees that:


 


(a)         It expressly waives the right to act as depository
of all or any part of the Mortgaged Assets or any other property subject to attachment pursuant to articles 481, 482 and 483 of
the Civil Procedures Code for the Federal District and equivalent provisions of the Codes of Civil Procedures for the other states
of Mexico and agrees that Collateral Agent, shall take immediate possession thereof either directly or through a depository appointed
directly by Collateral Agent without the need to post a bond for such purpose.


 


(b)         The New Mortgage shall be awarded in favor of
Collateral Agent at the time of enforcement of a court resolution ordering, the payment of the secured obligations, at a price
to be determined by expert appraisers acceptable to the Company and the Collateral Agent pursuant to article 2916 of the Civil
Code for the Federal District and article 488 of the Civil Procedures Code for the Federal District and its correlative provisions
of the Civil Codes and Civil Procedures Codes for the other states of Mexico.


 


(c)         Subsequent
notices, services to procedure or any other notice given to the Company regarding such foreclosure procedure shall be delivered
to the address of Company, as set forth in this instrument.


 


Sixteenth.- In the event that all or any part of the
Mortgaged Assets are condemned, seized or expropriated, Company hereby agrees to undertake all acts and enter into such agreements
as may be necessary to deliver to the Collateral Agent any payments or other distributions received in connection with such administrative
act. Upon receipt of any such amounts, Collateral Agent shall apply such payment as a prepayment of the secured obligations owed
to the Collateral Agent, the Trustee and holders of the Preferred Notes as it may be provided for under the Restructure Documents.


 




    	F-11



    	 



    

 


Seventeenth.- All of the taxes, rights, expenses and
fees generated as a result of granting of this instrument shall be exclusively at Company’s expense, including but not limited
to, the expenses and fees of the notary public, as well as the rights that must be paid in connection with the registration of
this instrument before the above referred registry its compliance and enforcement. Without prejudice as provided under the Restructure
Documents, if the Collateral Agent, by any reason, makes any payments for the above referred concepts, then the Collateral Agent
shall have the right, in the understanding that under no circumstance it will be understood that it has the obligation or duty,
to file suit against Company for the payment of such amounts, plus interest at an annual interest rate equal to the result of multiplying
by 2.0 (two point zero) the Interbank Equilibrium Interest Rate published in the Mexican Federal Gazette for the corresponding
month(s), commencing on the date on which such payment is made and up to the date on which such payment is fully reimbursed by
Company.


 


Eighteenth.- The New Mortgage hereby granted shall remain
in effect until all of the secured obligations and any other amount due to the Collateral Agent, Trustee and the holders of the
Preferred Notes under this Agreement are paid in full at the satisfaction of the Collateral Agent and in accordance with the Restructure
Documents.


 


Upon the final and total payment and the complete fulfillment
by the Company of the secured obligations as well as of any other obligations arising from the Current Issuance Indenture and the
Restructure Documents, the New Mortgage over the Mortgaged Assets shall be terminated and will be automatically released.


 


Pursuant to the provisions contained in article 2912 of the
Civil Code for the Federal District and its correlative articles in the Civil Codes of the other States of Mexico, the New Mortgage
hereby created shall not be reduced or in any form modified by virtue of any partial payment or reduction in the amount of the
secured obligations.


 


Nineteenth.- The Collateral Agent,
acting on behalf and for the benefit of the holders of the Preferred Notes in accordance with the Restructure Documents, upon its
occurrence and for the entire duration of an event of default, in addition to the rights granted under the Restructure Documents,
shall have the following rights:


 


a)         early terminate any a lease agreement
entered by the Company involving real property rights subject to the New Mortgage;


 


b)         may have access to all the areas of
the facilities of the Company to inspect the Mortgaged Assets and may exercise other rights with respect to the same in accordance
with the applicable law.


 


Twentieth.- All notices or other communications relating
to this instrument shall be evidenced in writing, in English and Spanish, and shall be delivered or sent to the addresses specified
below, or to any other address, from time to time designated by the receiving party or its representatives or by means of written
notice to the other parties. All such notices and communications shall be personally delivered and shall be effective, if delivered
personally when received, or if by courier when received. All notices that pursuant to this New Mortgage are made or are to be
made to the Collateral Agent, shall be prepared in Spanish and English language and shall also be performed pursuant to the provisions
contained in the Restructure Documents, to such effects. The foregoing, without prejudice of the right of the Collateral Agent
to secure translations into English at the cost and expense of the Company.


 




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Company appoints as its address:


 


Maxcom Telecomunicaciones, S.A. de C.V.


C. Guillermo González Camarena No. 2000


Col. Centro de Ciudad, Santa Fe


Federal District, Mexico, 01210


Tel. 11631005


Fax. 51471310


Attention: Finance VP


 


The Collateral Agent appoints its address:


Deutsche Bank Trust Company Americas Trust and Agency Services


60 Wall Street, 27th Floor


New York, New York 10005, USA


Fax +1 (732) 578-4635


Attention: Corporates Team/Maxcom Telecomunicaciones, S.A.B.
de C.V.


Cc:


Deutsche Bank Trust Company Americas Trust and Securities Services


100 Plaza One - 6th floor


MSJCY03-0699


Jersey City, New Jersey 07311-3901


Attention: Corporates Team/Maxcom Telecomunicaciones, S.A.B.
de C.V.


 


Twenty-First.- In the event that the Collateral Agent
assigns any or all of its rights under any of the Restructure Documents in accordance with the terms of the same, all or the corresponding
part of the rights of the Collateral Agent shall be in consequence assigned to the corresponding successor or assignee. The holders
of the Preferred Notes in accordance with the Restructure Documents may also assign the Preferred Notes, the rights of the holders
of the Preferred Notes shall be deemed assigned to the corresponding successor or assignee. The Company may not assign any or all
of its obligations under this document without the prior written consent from the Collateral Agent.


 


Twenty-Second.- Mortgage created in terms of this instrument
shall be governed and construed in accordance with the Concessions and the provisions stated in the General Communication Means
Law, the Federal Telecommunications Law, the Civil Code for the Federal District, the Commercial Code, the Civil Procedures Code
and all other applicable laws in Mexico.


 


Twenty-Third.- For all the effects of interpretation
and compliance with this document, each of the parties express their irrevocable agreement to become subject to the laws of the
United Mexican States and to the jurisdiction of the courts located in Mexico City, Federal District, and in this act waive any
other forum to which they might be entitled as a result of their current or future domiciles or per any other reason.


 


PLEASE INSERT PERSONALITY AND CAPACITY


 




    	F-13