**Exhibit 4.7**

 

**THIRD AMENDMENT TO**

**MANAGEMENTSERVICES AGREEMENT**

 

**Between**

 

**SBC INTERNATIONAL MANAGEMENT SERVICES, INC.**

 

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

 

**and**

 

**AMÉRICA MÓVIL S.A. DE C.V.**

 

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

 

This THIRD AMENDMENT TO MANAGEMENT SERVICES AGREEMENT, is made as of January 1, 2004 (this“Amendment”), between SBC INTERNATIONAL MANAGEMENT SERVICES, INC., a corporation duly organized under the laws of the State of Delaware, United States of America, with headquarters in Wilmington, Delaware, USA, with Permanent Establishmentin the United Mexican States under the Income Tax Law with address at Parque Via 190-12th floor, ColoniaCauahtémoc 06599 Mexico, D. F. (hereinafter “SBCI-MSI”) and AMÉRICA MÓVIL S.A. DE C.V., a corporation duly organized under the laws of the United Mexican States, with its principal place of business in Mexico City,D.F. (hereinafter “AMÉRICA MÓVIL”). 

 

WHEREAS, SBCI-MSI and AMÉRICA MÓVIL entered into that certain Management Services Agreement dated February 27, 2002 as amended by that certain First Amendment to Management Services Agreement dated as of January 1, 2003 andSecond Amendment to Management Services Agreement dated as of October 29, 2003 (as amended, the “MSA”); and 

 

WHEREAS, SBCI-MSI and AMÉRICA MÓVIL desire to amend the MSA as provided herein. 

 

NOW, THEREFORE, in consideration of the premises and the mutual agreementsand covenants hereinafter set forth, the parties hereto hereby agree as follows: 

 

SECTION 1. In accordance with the terms of Clause FOURTH of the MSA, AMÉRICA MÓVIL shall pay SBCI-MSI ONE MILLION US DOLLARS (US$1,000,000.00) plus value added tax for the third year of the initial termof the MSA in compensation for services rendered by SBCI-MSI thereunder. AMÉRICA MÓVIL shall make this One Million US Dollar (US$1,000,000.00) payment to SBCI-MSI plus value added tax in a one-time payment on March 5, 2004 through wiretransfer of immediately available funds payable in United States Dollars to a 

 

bank account designated by SBCI-MSI. Six months prior to the third anniversary of the MSA the parties shall begin consultations and use best efforts to agreeon compensation to be paid SBCI-MSI for the remaining term of the MSA. 

 

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

 

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

 

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

 

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

 

SBC INTERNATIONAL MANAGEMENT SERVICES INC.
   
AMÉRICA MÓVIL S.A. DE CV.

/s/ Rick Resnick
   
/s/ Daniel Hajj Aboumrad

By: Rick Resnick
   
By: Daniel Hajj Aboumrad

President SBCI – Mexico
   
Director General

 

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