Fourth Supplemental Indenture dated November 3, 2004




	
	 Exhibit 4.2
  

  
 América Móvil, S.A. de
C.V.,
  
                                       
                       as Issuer
  
 and
  
  
 Radiomóvil Dipsa, S.A. de C.V.,
  
                                       
                              as Guarantor
  
 to
  
 JPMorgan Chase Bank,
  
                                       
                         as Trustee
  

  
 FOURTH SUPPLEMENTAL INDENTURE
  
 Dated as of November 3, 2004
  

  
 U.S.$500,000,000
  
 5.750% Senior Notes due 2015
  
  










 TABLE OF CONTENTS 
  
 Page 
  

					
	 ARTICLE ONE DEFINITIONS
  
	  	1  

	 Section 101.
	  	Provisions of the Base Indenture.	  	1
	 Section 102.
	  	Definitions.	  	2
	  
 ARTICLE TWO GENERAL TERMS AND CONDITIONS OF THE
NOTES
  
	  	4  

	 Section 201.
	  	Designation and Principal Amount.	  	4
	 Section 202.
	  	Forms Generally.	  	5
	 Section 203.
	  	Transfers and Exchanges	  	16
	 Section 204.
	  	Form of Trustee’s Certificate of Authentification	  	18
	 Section 205.
	  	Maintenance of Office or Agency	  	19
	 Section 206.
	  	Luxembourg Stock Exchange Listing	  	19
	 Section 207.
	  	Attributable Debt	  	19
	  
 ARTICLE THREE
MISCELLANEOUS PROVISIONS
  
	  	20  

	 Section 301.
	  	Separability of Invalid Provisions	  	20
	 Section 302.
	  	Execution in Counterparts	  	20
	 Section 303.
	  	Certain Matters	  	20

  

 1 








 FOURTH SUPPLEMENTAL INDENTURE, dated as of November 3, 2004, among América Móvil, S.A. de
C.V., a sociedad anónima de capital variable organized and existing under the laws of the United Mexican States (“Mexico”) (herein called the “Company”), having its principal office at Lago Alberto 366, Edificio
Telcel I, Piso 2, Colonia Anáhuac, 11320, Mexico, D.F., Mexico, Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (herein called the
“Guarantor”), having its principal office at Lago Alberto 366, Edificio Telcel I, Piso 2, Colonia Anáhuac, 11320, Mexico, D.F., Mexico, and JPMorgan Chase Bank, a banking corporation duly organized and existing under the laws of the
State of New York, as Trustee (herein called the “Trustee”) to the Indenture, dated as of March 9, 2004, among the Company, the Guarantor and the Trustee (as supplemented, herein called the “Base Indenture”). 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Base Indenture provides for the issuance from time to time
thereunder, in series, of debt Securities of the Company, and Section 901 of the Base Indenture provides for the establishment of the form or terms of Securities issued thereunder through one or more supplemental indentures; 
  
 WHEREAS, the Company desires by this Fourth Supplemental Indenture to create
a series of Securities to be issuable under the Base Indenture, as supplemented by this Fourth Supplemental Indenture, and to be known as the Company’s “5.750% Senior Notes due 2015” (the “Notes”), which are to be initially
limited in aggregate principal amount as specified in this Fourth Supplemental Indenture and the terms and provisions of which are to be as specified in this Fourth Supplemental Indenture; 
  
 WHEREAS, the Company has duly authorized the execution and delivery of this
Fourth Supplemental Indenture to establish the Notes as a series of Securities under the Base Indenture and to provide for, among other things, the issuance of and the form and terms of the Notes and additional covenants for purposes of the Notes
and the Holders thereof; 
  
 WHEREAS, the Guarantor has duly
authorized the execution and delivery of this Fourth Supplemental Indenture to provide for the Guarantees of the Notes; and 
  
 WHEREAS, all things necessary to make this Fourth Supplemental Indenture a valid agreement of the Company and the Guarantor, in accordance with its terms,
have been done. 
  
 NOW, THEREFORE, for and in consideration of
the premises and the purchase and acceptance of the Notes by the Holders thereof and for the purpose of setting forth, as provided in the Base Indenture, the form of the Notes and the terms, provisions and conditions thereof, the Company and the
Guarantor covenant and agree with the Trustee as follows: 
  
 ARTICLE ONE 
  
 DEFINITIONS 
  

	Section	101. Provisions of the Base Indenture. 

  
 Except insofar as herein otherwise expressly provided, all the definitions, provisions, terms and conditions of the Base Indenture shall remain in full
force and effect. The Base Indenture, as supplemented by the First Supplemental Indenture dated as of March 9, 2004 (the “First Supplemental Indenture”), as further supplemented by the Second Supplemental Indenture dated as of March 9,
2004 (the “Second Supplemental Indenture”), as further supplemented by the Third Supplemental Indenture 








 
dated as of April 27, 2004 (the “Third Supplemental Indenture”) and as further supplemented by this Fourth Supplemental Indenture, is in all
respects ratified and confirmed, and the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and this Fourth Supplemental Indenture shall be read, taken and considered as one and the
same instrument for all purposes and every Holder of Notes of any series authenticated and delivered under the Base Indenture shall be bound hereby. 
  

	Section	102. Definitions. 

  
 For all purposes of this Fourth Supplemental Indenture and the Notes, except as otherwise expressly provided or unless the subject matter or context
otherwise requires: 
  
 (a) unless the context otherwise
requires, any reference to an “Article” or a “Section” refers to an Article or Section, as the case may be, of this Fourth Supplemental Indenture; 
  
 (b) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to
this Fourth Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision; 
  
 (c) all terms used in this Fourth Supplemental Indenture that are defined in the Base Indenture have the meanings assigned to them in the Base Indenture,
except as otherwise provided in this Fourth Supplemental Indenture; 
  
 (d) The term “Securities” as defined in the Base Indenture and as used in any definition therein, shall be deemed to include or refer to, as applicable, the Notes; and 
  
 (e) the following terms have the meanings given to them in this Section 102(e). 
  
 “Agent Member Transferee” has the meaning specified in Section
203(b) hereof. 
  
 “Agent Member Transferor” has the
meaning specified in Section 203(b) hereof. 
  
 “Applicable
Procedures” means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of the Depositary, Euroclear and Clearstream for such Global Note, in each case to the extent
applicable to such transaction and as in effect from time to time. 
  
 “Exchange Notes” means the securities with terms substantially identical to the Original Notes (except for the differences provided for herein) issued pursuant to the Exchange Offer. 
  
 “Exchange Offer” means an offer made pursuant to an effective
registration statement under the Securities Act by the Company and the Guarantor to exchange the Exchange Notes for the Registrable Notes as required by the Registration Rights Agreement. 
  
 “Exchange Offer Registration Statement” means a registration statement of the Company and the Guarantor under the
Securities Act, meeting the requirements of the Registration Rights Agreement and registering the Exchange Notes pursuant to the Exchange Offer. 
  
 “Global Note” means a Note that evidences all or part of the Notes and is authenticated and delivered to, and registered in the name of, the
Depositary for such Notes or a nominee thereof. 
  

 2 








 Global Notes shall include Restricted Global Notes, Regulation S Global Notes and Unrestricted Global Notes. 

 
 “Initial Purchasers” means the initial purchasers of the Notes
listed in Schedule 1 to the Purchase Agreement. 
  
 “Original
Notes” means all Notes other than Exchange Notes. 
  
 “Owner Transferee” has the meaning specified in Section 203(b) hereof. 
  
 “Owner Transferor” has the meaning specified in Section 203(b) hereof. 
  
 “Permitted Holder” means, at any time, any Person who, at such time, is the Holder of at least U.S.$5,000,000 in aggregate principal amount of
Notes. 
  
 “Predecessor Note” means, with respect to any
particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 305 of the Base Indenture in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note. 
  
 “Purchase Agreement” means the Purchase Agreement, dated October 28, 2004, by and among the Company, the Guarantor
and the Initial Purchasers. 
  
 “Qualified Institutional
Buyer” means a “qualified institutional buyer” as defined in Rule 144A. 
  
 “Registered Notes” means the Exchange Notes and all other Notes sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act. 
  
 “Registrable Notes” shall have the meaning assigned to it in the
Registration Rights Agreement. 
  
 “Registration
Default” means occurrence of any of the events set forth in Section 2(d) of the Registration Rights Agreement which gives rise to an obligation on the part of the Company to pay additional interest on the Notes in accordance therewith.

  
 “Registration Rights Agreement” means the
Registration Rights Agreement, dated as of November 3, 2004, among the Company, the Guarantor and the Initial Purchasers, as such agreement may be amended from time to time. 
  
 “Regulation S” means Regulation S under the Securities Act. 
  
 “Regulation S Global Note” has the meaning specified in Section 202
hereof. 
  
 “Resale Registration Statement” means a
shelf registration statement under the Securities Act filed by the Company, if required by, and meeting the requirements of, the Registration Rights Agreement, registering the Registrable Notes for resale. 
  
 “Restricted Global Note” has the meaning specified in Section 202
hereof. 
  

 3 








 “Restricted Global Transferred Amount” has the meaning specified in Section 203(b) hereof.

  
 “Restricted Notes” means Notes offered and sold in
their initial distribution in transactions exempt from the registration requirements of the Securities Act other than pursuant to Regulation S. 
  
 “Restricted Period” means the period of 40 consecutive days beginning on and including the later of (i) the day on which the Original Notes are
first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the day on which the closing of the offering of the Original Notes pursuant to the Purchase Agreement occurs. 
  
 “Restrictive Legends” has the meaning specified in Section 203(a).

  
 “Rule 144A” means Rule 144A under the Securities
Act. 
  
 “Rule 144” means Rule 144 under the Securities
Act. 
  
 “Unrestricted Global Note” has the meaning
specified in Section 202 hereof. 
  
 ARTICLE TWO 

 
 GENERAL TERMS AND CONDITIONS OF THE NOTES 
  

	Section	201. Designation and Principal Amount. 

  
 There is hereby authorized and established a series of securities designated the “5.750% Senior Notes due 2015” (the “Notes”), in an
aggregate principal amount of U.S.$500,000,000 (which amount does not include Notes authenticated and delivered upon registration of transfer of, in exchange for, or in lieu of, other securities of such series pursuant to Sections 304, 305, 306, 906
or 1205 of the Base Indenture), which amount shall be specified in the Company Order for the authentication and delivery of Notes pursuant to Section 303 of the Base Indenture. The principal of the Notes shall be due and payable at their Stated
Maturity. 
  
 The Company may, from time to time and without the
consent of the Holders, issue additional notes, with Guarantees of the Guarantor duly annexed thereto or endorsed thereon, on terms and conditions identical to those of the Notes, which additional notes, together with Guarantees of the Guarantor
duly annexed thereto or endorsed thereon, shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 
  

The Company may issue Exchange Notes (with Guarantees of the Guarantor duly annexed thereto or endorsed thereon) from time to time pursuant to an
Exchange Offer, in each case pursuant to a Board Resolution and subject to Section 303 of the Base Indenture, in authorized denominations in exchange for a like principal amount of the Original Notes. Upon any such exchange of Original Notes, the
Original Notes so exchanged shall be canceled in accordance with Section 308 of the Base Indenture and shall no longer be deemed Outstanding for any purpose. 
  
 The Original Notes and any Exchange Notes shall vote and consent together on all matters as one class and none of the Original Notes nor the Exchange
Notes shall have the right to vote or consent as a class separate from one another on any matter. 
  

 4 








 The Stated Maturity of the Notes shall be January 15, 2015. The Notes shall bear interest at the rate of
5.750% per annum, from November 3, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on January 15 and July 15, commencing on July 15, 2005, until the
principal thereof is paid or made available for payment; provided, however, that, with respect to any Registrable Notes, if a Registration Default occurs on any day, such Registrable Notes shall bear additional interest as a result thereof
(at an incremental rate per annum of 0.50%), as liquidated damages and not as a penalty, from such day to but not including the first day thereafter until no Registration Default is continuing or such Registrable Notes become freely transferable
under the Securities Act, all in accordance with the provisions of the Registration Rights Agreement; and provided, further, that any amount of interest on any Note which is overdue shall bear interest (to the extent that payment thereof
shall be legally enforceable) at the rate per annum then borne by such Note from the date such amount is due to the day it is paid or made available for payment, and such overdue interest shall be paid as provided in Section 306 of the Base
Indenture. Accrued additional interest, if any, shall be paid in cash in arrears semi-annually on the Interest Payment Dates in each year, commencing on the first Interest Payment Date after the day on which the relevant Registration Default occurs.

  

	Section	202. Forms Generally. 

  
 The Notes and the Guarantees annexed thereto or endorsed thereon shall be in substantially the forms set forth in this Section 202, with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this Fourth Supplemental Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof, with Guarantees duly annexed thereto or endorsed thereon.

  
 Upon their original issuance, Notes offered and sold to
Qualified Institutional Buyers in accordance with Rule 144A shall be issued in the form of one or more Global Notes in definitive, fully registered form, with Guarantees annexed thereto or endorsed thereon, without coupons, substantially in the form
set forth in this Section 202, with such applicable legends as provided herein (each, a “Restricted Global Note”). Such Restricted Global Notes shall be registered in the name of the Depositary, or its nominee, and deposited with the
Trustee, at its Corporate Trust Office, as custodian for the Depositary, duly executed by the Company, with Guarantees duly annexed thereto or endorsed thereon, and authenticated by the Trustee as hereinafter provided. The aggregate amount of any
Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as provided in Section 203 hereof. 
  
 Upon their original issuance, Notes offered and sold in reliance on
Regulation S shall initially be issued in the form of one or more Global Notes in definitive, fully registered form, with Guarantees annexed thereto or endorsed thereon, without coupons, substantially in the form set forth in this Section 202, with
such applicable legends as provided herein (each, a “Regulation S Global Note”). Such Regulation S Global Notes shall be registered in the name of the Depositary, or its nominee, and deposited with the Trustee, at its Corporate Trustee
Office, as custodian for the Depositary, duly executed by the Company, with Guarantees duly annexed thereto or endorsed thereon, and authenticated by the Trustee as herein provided, for credit by the Depositary to the respective accounts of
beneficial owners of such Notes (or to such other accounts as they may direct) at Euroclear or Clearstream. After such time as the applicable Restricted Period shall have terminated, each such Regulation S Global Note shall be referred to herein as
an “Unrestricted Global Note”. The aggregate principal amount of any Regulation S Global Note or any Unrestricted Global Note may from time to time be increased or decreased by 

  

 5 








 
adjustments made on the records of the Trustee, as custodian for the Depositary, as provided in Section 203 hereof. 
  
 For all purposes of this Fourth Supplemental Indenture, the term
“Restricted Notes” shall include all Notes, together with Guarantees of the Guarantor annexed thereto or endorsed thereon, issued upon registration or transfer of, in exchange for or in lieu of, Restricted Notes except as otherwise
provided in Section 203 hereof. 
  

	(a)	Form of Face of Note. 

  
 [INCLUDE IF NOTE IS A GLOBAL NOTE—THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO, AS SUPPLEMENTED BY THE
FOURTH SUPPLEMENTAL INDENTURE HEREINAFTER REFERRED TO, AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY AMÉRICA MÓVIL, S.A. DE C.V., THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND
HOLDER OF THIS NOTE FOR ALL PURPOSES.] 
  
 [INCLUDE IF NOTE IS
A GLOBAL NOTE AND THE DEPOSITARY IS THE DEPOSITORY TRUST COMPANY— UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO AMÉRICA MÓVIL, S.A. DE C.V. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED NOTES IN DEFINITIVE REGISTERED FORM IN THE LIMITED
CIRCUMSTANCES REFERRED TO IN THE INDENTURE, AS FURTHER SUPPLEMENTED BY THE FOURTH SUPPLEMENTAL INDENTURE, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.] 
  
 [INCLUDE IF NOTE IS A RESTRICTED GLOBAL NOTE (UNLESS, PURSUANT TO SECTION 203 OF THE FOURTH SUPPLEMENTAL INDENTURE, THE
COMPANY DETERMINES AND CERTIFIES TO THE TRUSTEE THAT THE LEGEND MAY BE REMOVED)—NEITHER THIS GLOBAL NOTE, ANY BENEFICIAL INTEREST HEREIN NOR THE GUARANTEE HEREOF HAS BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”). NEITHER THIS GLOBAL NOTE, ANY BENEFICIAL INTEREST HEREIN NOR THE GUARANTEE HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER OR BUYERS IN A 

  

 6 








 
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT (PROVIDED THAT AS A CONDITION TO
REGISTRATION OF TRANSFER OF THIS GLOBAL NOTE OTHERWISE THAN AS SET FORTH ABOVE, AMÉRICA MÓVIL, S.A. DE C.V., OR THE TRUSTEE MAY REQUIRE DELIVERY OF ANY DOCUMENTS OR OTHER EVIDENCE THAT IT, IN ITS DISCRETION, DEEMS NECESSARY OR
APPROPRIATE TO EVIDENCE COMPLIANCE WITH THE EXEMPTION REFERRED TO IN CLAUSE (3) ABOVE), AND, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. 
  
 [INCLUDE IF NOTE IS A REGULATION S GLOBAL NOTE (UNLESS, PURSUANT TO
SECTION 203 OF THE FOURTH SUPPLEMENTAL INDENTURE, THE COMPANY DETERMINES AND CERTIFIES TO THE TRUSTEE THAT THE LEGEND MAY BE REMOVED)—THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS SUCH NOTES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF
IS AVAILABLE. THE FOREGOING SHALL NOT APPLY FOLLOWING THE EXPIRATION OF 40 DAYS FROM THE LATER OF (i) THE DATE ON WHICH THESE NOTES WERE FIRST OFFERED AND (ii) THE DATE OF ISSUANCE OF THESE NOTES.] 
  
 AMÉRICA MÓVIL, S.A. DE C.V. 
 5.750% SENIOR NOTES DUE 2015 
  
 [If Restricted Global Note—CUSIP Number: 02364W AG 0 / ISIN Number: US02364WAG06] 
  
 [If Regulation S Global Note—CUSIP Number: P0280A AX 9 / ISIN
Number:USP0280AAX92] 
  

			
	 No.
	 	 U.S.$


  
 América
Móvil, S.A. de C.V. (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to, as further supplemented by the Fourth Supplemental Indenture hereinafter referred to), a
sociedad anónima de capital variable organized and existing under the laws of the United Mexican States (“Mexico”), for value received, hereby promises to pay to
                    , or registered assigns, the principal sum of
                     Dollars [if the Note is a Global Note, then insert—or such other principal amount (which, when taken together with
the principal amounts of all other Outstanding Notes, shall initially equal U.S.$                 in the aggregate; provided, however, that the Company may
from time to time or at any time, without the consent of the Holders of the Notes, issue additional notes, with Guarantees of the Guarantor duly annexed thereto or endorsed thereon, with terms and conditions identical to those of the Notes, which
additional notes, together with Guarantees of the Guarantor duly annexed thereto or endorsed thereon, shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes) as may be set forth in the
records of the Trustee hereinafter referred to in accordance with the Indenture (as supplemented by the Fourth Supplemental Indenture), on January 15, 2015 (unless earlier redeemed, in which case, on the applicable Redemption Date) and to pay
interest thereon from November 3, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, semi-annually on January 15 and July 15 in each year, commencing on July 15, 2005 at the


  

 7 








 
rate of 5.750% per annum, until the principal hereof is paid or made available for payment, provided [if the Note is a Registrable Note, then
insert—that, upon the occurrence of a Registration Default in accordance with the Registration Rights Agreement, the per annum interest rate borne by this Note shall increase by adding 0.50% thereto, as liquidated damages and not as a
penalty, for the period from the first day on which such Registration Default occurs to but not including the first day thereafter until no Registration Default is continuing or such Registrable Notes become freely transferable under the Securities
Act, all in accordance with the provisions of the Registration Rights Agreement, and in which case the Company shall provide notice to the Trustee of such increase in interest rate, and shall cause the Trustee to provide appropriate notice thereof
to the Holder of this Note; and provided, further,] that any amount of interest on this Note which is overdue shall bear interest (to the extent that payment thereof shall be legally enforceable) at the rate per annum then borne by this Note
from the date such amount is due to but not including the day it is paid or made available for payment, and such overdue interest shall be paid as provided in Section 306 of the Indenture. 
  
 The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date shall, as provided in such Indenture and the Fourth Supplemental Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for
such interest, which shall be June 30 or December 31 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date [if the Note is a Registrable Note, then insert—, provided that any accrued and
unpaid interest (including additional interest as a result of any Registration Default, if applicable) on this Note upon the issuance of an Exchange Note in exchange for this Note shall cease to be payable to the Holder hereof and shall be payable
instead on the next Interest Payment Date for such Exchange Note to the Holder thereof on the related Regular Record Date]. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of the Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which
the Note may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture or the Fourth Supplemental Indenture. Interest on this Note shall be computed on the basis set forth in the Indenture and
the Fourth Supplemental Indenture. 
  
 Payment of the principal of
and interest on this Note shall be made at the office of the Trustee or agency of the Company in the Borough of Manhattan, New York City, New York, maintained for such purpose and at any other office or agency maintained by the Company for such
purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts against surrender of this Note in the case of any payment due at the Maturity of the principal
thereof (other than any payment of interest that first becomes payable on a day other than an Interest Payment Date); provided, however, that at the option of the Company payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Securities Register; and provided, further, that all payments of the principal of and interest on this Note, the Permitted Holders of which have given wire transfer
instructions to the Trustee, the Company, or its agent at least 10 Business Days prior to the applicable payment date, shall be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders
in such instructions. [If the Note is a Global Note, then insert—Notwithstanding the foregoing, payment of any amount payable in respect of a Global Note shall be made in accordance with the Applicable Procedures of the Depositary.]

  
 Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
  

 8 








 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture and Fourth Supplemental Indenture or be valid or obligatory for any purpose. 
  
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. 
  
 Dated: 
  

			
	AMÉRICA MÓVIL, S.A. DE C.V.
		
	By:	 	 
	 	 	Name:
	 	 	Title:


  

			
		
	By:	 	 
	 	 	Name:
	 	 	Title:


  

	(b)	Form of Reverse of Note. 

  
 This Note is a duly authorized issue of securities of the Company (herein collectively called the “Notes”), issued under an Indenture, dated as
of March 9, 2004 and as previously supplemented by the First Supplemental Indenture dated as of March 9, 2004, the Second Supplemental Indenture dated as of March 9, 2004 and the Third Supplemental Indenture dated as of April 27, 2004 (herein called
the “Indenture”, which term shall have the meaning assigned to it in such instrument), as further supplemented by the Fourth Supplemental Indenture dated as of November 3, 2004 (the “Fourth Supplemental Indenture”), among the
Company, Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico (herein called the “Guarantor,” which term includes any successor Person under the
Indenture) and JPMorgan Chase Bank, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, as further supplemented by the Fourth Supplemental
Indenture, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated on the face hereof. 
  
 Additional notes on terms and conditions identical to those of this Note may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the
aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 
  
 In the event of redemption of this Note in part only, a new Note of this series and of like tenor for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof. 
  

 9 








 If an Event of Default with respect to Notes shall occur and be continuing, the principal of all of the
Notes may be declared due and payable in the manner and with the effect provided in the Indenture, as further supplemented by the Fourth Supplemental Indenture. 
  

All payments of principal and interest in respect of the Notes shall be made after withholding or deduction for any present or future taxes, duties,
assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Mexico or any authority therein or thereof having power to tax (“Mexican Taxes”). In the event of any withholding or
deduction for any Mexican Taxes, the Company shall pay such additional amounts (“Additional Amounts”) as will result in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no
such withholding or deduction (including for any Mexican Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note to the extent: 
  
 (i) that any such taxes, duties, assessments or other
governmental charges would not have been imposed but for (A) a connection between the Holder and Mexico other than the ownership or holding of such Note and the mere receipt of payments with respect to such Note or (B) failure by the Holder or any
other Person to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Mexico of the Holder or any beneficial owner of such Note if compliance is required by
law, regulation or by an applicable income tax treaty to which Mexico is a party, as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and we have given the Holders at least 30 days’
notice prior to the first payment date with respect to which such certification, identification or reporting requirement is required to the effect that Holders will be required to provide such information and identification; 
  
 (ii) of any such taxes, duties, assessments or other
governmental charges with respect to a Note presented for payment more than 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof given to Holders, whichever
occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on presenting such Note for payment on any date during such 15-day period; 
  
 (iii) of estate, inheritance, gift or other similar taxes,
assessments or other governmental charge imposed with respect to a Note; 
  
 (iv) any tax, duty, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on any series of Notes; and 
  
 (v) any payment on a Note to a Holder who is a fiduciary or partnership or a person other than the sole
beneficial owner of any such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the Holder of such Note. 
  
 For purposes of the provisions described in Clause (i) above, the term “Holder” of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner’s interest in
such Note. Notwithstanding the foregoing, the limitations on the Company’s obligation to pay Additional Amounts set forth in Clause (i)(B) above shall not apply if (a) the provision of information, documentation or other evidence described in
such Clause (i)(B) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial 

  

 10 








 
owner of a Note (taking into account any relevant differences between U.S. and Mexican law, regulation or administrative practice) than comparable
information or other reporting requirements imposed under U.S. tax law (including the United States—Mexico Income Tax Treaty), regulations (including proposed regulations) and administrative practice or (b) Rule 3.25.15 is in effect, unless the
provision of the information, documentation or other evidence described in such Clause (i)(B) is expressly required by statute, regulation, rule or administrative practice in order to apply Rule 3.25.15 and the Company cannot obtain such
information, documentation or other evidence on its own through reasonable diligence and the Company otherwise would meet the requirements for application of Rule 3.25.15. In addition, such Clause (i)(B) shall not be construed to require that a
non-Mexican pension or retirement fund or a non-Mexican financial institution or any other Person register with the Ministry of Finance and Public Credit for the purpose of establishing eligibility for an exemption from or reduction of Mexican
withholding tax. 
  
 The Company shall provide the Trustee with
the constancia or other relevant documentation, if any, (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Mexican Taxes in respect of which the Company has paid any Additional
Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. 
  
 The Company shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by Mexico or any governmental
entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the Fourth Supplemental Indenture or the issuance of the Notes. 
  
 All references herein, in the Indenture, the Fourth Supplemental Indenture,
the Notes or the Guarantees, to principal, premium, if any, or interest or any other amount payable in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal, premium, interest or other
amount payable, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express
mention is not made. 
  
 In the event that Additional Amounts
actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such
Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to
any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company shall be entitled to receive such claim for a refund or credit and incurs no
other obligation with respect thereto. 
  
 All references in the
Indenture, the Fourth Supplemental Indenture, the Notes and the Guarantees to principal in respect of any Note shall be deemed to mean and include any Redemption Price or Repurchase Price payable in respect of such Note pursuant to any redemption or
repurchase right hereunder (and all such references to the Stated Maturity of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price and the Repurchase Date with respect
to any such Repurchase Price), and all such references to principal, premium, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 1010 of the Indenture. 
  
 The Notes are subject to redemption upon not less than 30 nor more than 60
days’ notice by mail, at any time: 
  

 11 








 (i) as a whole but not in part, at the election of the Company, at a cash price equal to
the sum of (A) the principal amount of the Notes being redeemed, (B) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (C) any Additional Amounts which would otherwise be payable up to but not
including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of Mexico or any political subdivision or taxing authority thereof or therein affecting taxation or
any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), which amendment or change of such laws, rules, or regulations
becomes effective on or after the date of the Fourth Supplemental Indenture, the Company would be obligated, after making reasonable endeavors to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company
would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican Taxes at the rate of 10%; and 
  
 (ii) in whole or in part, at a Redemption Price equal to the greater of (A) 100% of the principal amount of such Notes and (B) the sum of
the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at, in each case, the Treasury Rate plus 25 basis points, plus, in the case of (A) and (B), accrued interest on the principal amount of such Notes to (but not including) the date of redemption. 
  
 For purposes of Clause (ii) above, the following terms shall have the
specified meanings: 
  
 “Treasury Rate” means, with
respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. 
  
 “Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an
actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of
a comparable maturity to the remaining term of such notes. 
  
 “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company. 
  
 “Comparable Treasury Price” means, with respect to any Redemption Date, (x) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (y) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 
  
 “Reference Treasury Dealer” means each of Citigroup Global Markets
Inc. and Credit Suisse First Boston LLC or their Affiliates which are primary United States government securities dealers and two other leading primary United States government securities dealers in New York City reasonably designated by the
Company; provided, however, 

  

 12 








 
that if any of the foregoing shall cease to be a primary United States government securities dealer in New York City (a “Primary Treasury Dealer”),
the Company shall substitute therefor another Primary Treasury Dealer. 
  
 “Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 pm New York time on the third Business Day preceding such Redemption Date. 
  
 The Indenture, as further supplemented by the Fourth Supplemental Indenture,
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor, on the one hand, and the rights of the Holders of the Notes, on the other hand, at any
time by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Notes at the time Outstanding. The Indenture also contains provisions (i) permitting the Holders of a majority in principal
amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture, as further supplemented by the Fourth Supplemental Indenture, and (ii) permitting the
Holders of a majority in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive certain past defaults under the Indenture, as further supplemented by the Fourth Supplemental Indenture, and their
consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 
  
 As provided in and subject to the provisions of the Indenture, as further supplemented by the Fourth Supplemental Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to
the Indenture or the Fourth Supplemental Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with
respect to the Notes, the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the
Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any
premium and interest hereon on or after the respective due dates expressed herein. 
  
 No reference herein to the Indenture or the Fourth Supplemental Indenture and no provision of this Note or of the Indenture or the Fourth Supplemental Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 
  
 As provided in the Indenture, as further supplemented by the Fourth Supplemental Indenture and subject to certain
limitations therein set forth (including, without limitation, the restrictions on transfer under Sections 202 and 203 of the Fourth Supplemental Indenture), the transfer of this Note is registrable in the Security Register, upon surrender of this
Note for registration of transfer at the office of the Trustee or agency of the Company in any place where the principal of and any premium and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer
in form 

  

 13 








 
satisfactory to the Company, the Guarantor and the Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees. 
  
 The Notes are issuable only in registered form without coupons in
denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. As provided in the Indenture, as further supplemented by Fourth Supplemental Indenture, and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
  
 No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
  
 Prior to due presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or
of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice
to the contrary. 
  
 [If the Note is a Global Note, then
insert—This Note is a Global Note and is subject to the provisions of the Indenture and the Fourth Supplemental Indenture relating to Global Notes, including the limitations in Section 203 of the Fourth Supplemental Indenture on transfers
and exchanges of Global Notes.] 
  
 This Note, the Guarantees and
the Indenture and the Fourth Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. 
  
 All terms used in this Note which are defined in the Indenture, as further supplemented by the Fourth Supplemental Indenture, shall have the meanings
assigned to them in the Indenture, as further supplemented by the Fourth Supplemental Indenture. 
  

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

			
	 TEN COM—as tenants in common
	 	UNIF GIFT MIN ACT—                        
	 	 	                                       
         (Cust)
	 TEN ENT—as tenants by the entireties
	 	Custodian                          under
Uniform
	 	 	                        (Minor)
	 JT TEN—as joint tenants with right of
            survivorship and not as
tenants in common
	 	Gifts to Minors Act                         
	 	 	                                       
 (State)

  

 14 








 Additional abbreviations may also be used though not in the above list. 
  

  

	(c)	Form of Guarantee. 

  
 Radiomóvil Dipsa, S.A. de C.V., a corporation (sociedad anónima de capital variable) organized and existing under the laws of Mexico
(the “Guarantor”), hereby fully and unconditionally guarantees (such guarantee being referred to herein as the “Guarantee”), in accordance with the terms of the Indenture, dated as of March 9, 2004 and as previously supplemented
by the First Supplemental Indenture dated as of March 9, 2004, the Second Supplemental Indenture dated as of March 9, 2004 and the Third Supplemental Indenture dated as of April 27, 2004 (herein called the “Indenture”, which term shall
have the meaning assigned to it in such instrument), as further supplemented by the Fourth Supplemental Indenture, dated as of November 3, 2004 (the “Fourth Supplemental Indenture”), among América Móvil, S.A. de C.V., the
Guarantor and JPMorgan Chase Bank, as Trustee, the full and punctual payment when due, whether at maturity, upon redemption, by acceleration or otherwise, of the principal of, premium, if any, and interest on, and any other amounts due under the
Notes and all other obligations of the Company under the Indenture, as further supplemented by the Fourth Supplemental Indenture. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indenture, as
further supplemented by the Fourth Supplemental Indenture. 
  
 The
obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture, as further supplemented by the Fourth Supplemental Indenture, shall be limited to the maximum amount as shall, after giving effect to all
other liabilities (fixed and contingent) of the Guarantor, result in the obligations of the Guarantor under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer under applicable law. 
  
 The obligations of the Guarantor to the Holders and to the Trustee pursuant
to this Guarantee and the Indenture, as further supplemented by the Fourth Supplemental Indenture, are expressly set forth, to the extent and in the manner provided, in Article Eleven of the Indenture, as further supplemented by the Fourth
Supplemental Indenture, and reference is hereby made to such Indenture, as further supplemented by the Fourth Supplemental Indenture, for the precise terms of the Guarantee therein made. 
  
 This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon
which this Guarantee is noted shall have been executed by the Trustee under the Indenture, as further supplemented by the Fourth Supplemental Indenture, by the manual signature of one of its authorized signatories. 
  
 This Guarantee shall be governed by, and construed in accordance with, the
laws of the State of New York. 
  
 This Guarantee is subject to
release upon the terms set forth in the Indenture as further supplemented by the Fourth Supplemental Indenture. 
  
 IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed. 
  

			
	RADIOMÓVIL DIPSA, S.A. de C.V.,
		
	By:	 	 
	 	 	Name:
	 	 	Title:


  

			
		
	By:	 	 
	 	 	Name:
	 	 	Title:


  

 15 









	Section	203. Transfers and Exchanges 

  
 (a) Restricted Notes. Restricted Notes shall be subject to the restrictions on transfer (the “Transfer Restrictions”) provided in the
applicable legend(s) (the “Restrictive Legends”) required to be set forth on the face of each Restricted Note pursuant to Section 202, unless compliance with the Transfer Restrictions shall be waived by the Company and the Guarantor in
writing delivered to the Trustee. 
  
 The Transfer Restrictions
shall cease and terminate with respect to any particular Restricted Note upon receipt by the Company and the Guarantor of evidence satisfactory to them (which may include an opinion of independent counsel experienced in matters of U.S. federal
securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof pursuant to Rule 144, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has
been transferred (i) in a transaction satisfying all the requirements of Rule 903 or 904 (as applicable) of Regulation S or (ii) pursuant to Rule 144A, and receipt by the Trustee of an Officer’s Certificate certifying that the Company and the
Guarantor have received such evidence which may include an opinion of counsel stating that the Transfer Restrictions have ceased and terminated with respect to such Note. All references in the preceding sentence to any regulation, rule or provision
thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Company and the Guarantor may terminate the Transfer Restrictions with respect to any particular Restricted Note in such other circumstances as they
determine are appropriate for this purpose and shall deliver to the Trustee an opinion of counsel, if any, and Officer’s Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such Note. 
  
 At the request of the Holder and upon the surrender of such Restricted Notes,
together with Guarantees of the Guarantor annexed thereto or endorsed thereon, to the Trustee or Security Registrar for exchange in accordance with the provisions of this Section 203, any Restricted Note as to which the Transfer Restrictions shall
have terminated in accordance with the preceding paragraph shall be exchanged for a new Note of like aggregate principal amount, but without the Restrictive Legends. Any Restricted Note as to which the Restrictive Legends shall have been removed
pursuant to this paragraph (and any Note issued upon registration of transfer of, exchange for or in lieu of such Restricted Note) shall thereupon cease to be a “Restricted Note” for all purposes of this Fourth Supplemental Indenture.

  
 The Company shall notify the Trustee in writing of the
effective date of any registration statement registering any Restricted Notes under the Securities Act and shall ensure that any opinion of counsel received by it in connection with the removal of any Restrictive Legend is also addressed to the
Trustee. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and without negligence on its part in accordance with such notice or any opinion of counsel. 
  
 As used in this Section 203(a), the term “transfer” encompasses any
sale, pledge, transfer or other disposition of any Notes referred to herein. 
  

 16 









	(b)	Transfers Between Global Notes 

  
 (i) Restricted Global Note to Regulation S Global Note. If the owner of a beneficial interest (an “Owner Transferor”) in
a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may
be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 203(b)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (l) written instructions given in accordance
with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, to credit or cause to be credited
to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a Regulation S Global Note in a principal amount equal to the
beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”), (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the
Agent Member Transferee to be credited with, and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex A hereto given by the Owner Transferor, the
Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to
credit, or cause to be credited to, the account of the Agent Member Transferee a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the
Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred Amount. 
  
 (ii) Restricted Global Note to Unrestricted Global Note. If an Owner Transferor wishes at any time to transfer a beneficial
interest in a Restricted Global Note to an Owner Transferee who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, such transfer may be effected, subject to the Applicable Procedures, only in
accordance with this Section 203(b)(ii). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (l) written instructions given in accordance with the Applicable Procedures from the Agent Member Transferor directing the
Trustee, as Security Registrar, to credit or cause to be credited to a specified account of an Agent Member Transferee (which may but need not be an account with Euroclear or Clearstream) a beneficial interest in the Unrestricted Global Note in a
principal amount equal to the Restricted Global Transferred Amount, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee to be credited with, and the
account of the Agent Member Transferor to be debited for, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex B hereto given by the Owner Transferor, the Trustee, as Security Registrar, shall
instruct the Depositary to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Unrestricted Global Note, by the Restricted Global Transferred Amount, and to credit, or cause to be credited to, the
account of the Agent Member Transferee a beneficial interest in the Unrestricted Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case
having a principal amount equal to the Restricted Global Transferred Amount. 
  
 (iii) Regulation S Global Note or Unrestricted Global Note to Restricted Global Note. If an Owner Transferor wishes at any time to transfer a beneficial interest in a Regulation S Global Note or an Unrestricted
Global Note to an Owner Transferee who wishes to take delivery 

  

 17 








 
thereof in the form of a beneficial interest in a Restricted Global Note, such transfer may be effected, subject to the Applicable Procedures, only in
accordance with this Section 203(b)(iii). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from the Agent Member Transferor, directing
the Trustee, as Security Registrar, to credit, or cause to be credited to, a specified account of an Agent Member Transferee a beneficial interest in the Restricted Global Note in a principal amount equal to that of the beneficial interest in the
Regulation S Global Note or Unrestricted Global Note to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee to be credited with, and
the account of the Agent Member Transferor (which, in the case of beneficial interest in the Regulation S Global Note, must be an account with Euroclear or Clearstream or both) to be debited for, such beneficial interest, and (3) with respect to a
transfer of a beneficial interest in the Regulation S Global Note (but not the Unrestricted Global Note), a certificate in substantially the form set forth in Annex C hereto given by the Owner Transferor, the Trustee, as Security Registrar, shall
instruct the Depositary to reduce the principal amount of the Regulation S Global Note or Unrestricted Global Note, as the case may be, and increase the principal amount of the Restricted Global Note, by the principal amount of the beneficial
interest in the Regulation S Global Note or Unrestricted Global Note to be so transferred, and to credit, or cause to be credited to, the account of the Agent Member Transferee such beneficial interest in the Restricted Global Note, and to debit, or
cause to be debited to, the account of the Agent Member Transferor such beneficial interest in the Regulation S Global Note or Unrestricted Global Note, as the case may be. 
  
 (c) In case of any transfer or exchange the procedures and requirements for which are not addressed in detail in this
Section 203, such transfer or exchange shall be subject to such procedures and requirements as may be reasonably prescribed by the Company, the Guarantor and the Trustee from time to time and, in the case of a transfer or exchange invoking a Global
Note, the Applicable Procedures. 
  
 (d) Notwithstanding the
foregoing, during the period of two years after the Closing Date (as defined in the Purchase Agreement), the Company and the Guarantor shall not, and shall not permit any of their Affiliates that are Subsidiaries to, purchase or agree to purchase or
otherwise acquire any Restricted Notes, whether as beneficial owner or otherwise (except as agent on behalf of and for the account of customers in the ordinary course of business as a securities broker in unsolicited broker’s transactions)
unless, immediately upon any such purchase, the Company, the Guarantor or any such Affiliate shall submit such Restricted Notes to the Trustee for cancellation. The Company and the Guarantor further agree to ask their Affiliates that are not
Subsidiaries to agree not to purchase or otherwise acquire any Restricted Notes, whether as beneficial owner or otherwise, except as permitted in the preceding sentence. 
  

	Section	204. Form of Trustee’s Certificate of Authentification 

  
 The Trustee’s certificate of authentification shall be in substantially the following form: 
  
 This is one of the Notes referred to in the within mentioned Indenture, as
supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture. 
  
 Dated: 
  

			
	JPMorgan Chase Bank, as Trustee
		
	By:	 	 
	 	 	Authorized Officer


  

 18 









	Section	205. Maintenance of Office or Agency 

  
 With respect to any Notes that are not in the form of a Global Note, the Company shall maintain (i) in the Borough of Manhattan, New York City and (ii) in
Luxembourg, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules and regulations of the Luxembourg Stock Exchange so require, an office or agency, in each case, in accordance with Section 1002 of the Base Indenture.

  

	Section	206. Luxembourg Stock Exchange Listing 

  
 The Company shall use its best reasonable efforts to list the Notes, subject to official notice of issuance, on the Luxembourg Stock Exchange and shall
from time to time take such other actions as shall be necessary or advisable to maintain any listing of the Notes in accordance with the terms of this Section 206; provided that if such listing of the Notes shall be obtained and (i) it
subsequently becomes impracticable or unduly burdensome, in the good faith determination of the Company, to maintain, due to changes in listing requirements occurring subsequent to the date hereof or (ii) the Directive of the European Parliament and
of the Council 2003/0045 (COD) is adopted and implemented in Luxembourg in a manner that would require the Company to publish financial information according to accounting principles or standards that are materially different from those it applies
in its financial reporting under the securities laws of Mexico and the United States, the Company may de-list the Notes from the Luxembourg Stock Exchange; and, in the event of any such de-listing, the Company shall use its reasonable best efforts
to obtain an alternative admission to listing, trading and/or quotation of the Notes by another listing authority, exchange or system within or outside the European Union as it may reasonably decide, provided that if such alternative
admission is not available or is, in the Company’s reasonable opinion, unduly burdensome, the Company shall have no further obligation in respect of any listing of the Notes. 
  

	Section	207. Attributable Debt 

  
 For purposes of the Notes, the definition of “Attributable Debt” (as set forth in Section 101 of the Base Indenture and as used in Sections 1006
and 1008 of the Base Indenture) shall be replaced with the following: 
  
 “Attributable Debt” means, with respect to any Sale/Leaseback Transaction, the lesser of (1) the fair market value of the asset subject to such transaction and (2) the present value, discounted at a rate per annum equal to the
discount rate of a capital lease obligation with a like term in accordance with Mexican generally accepted accounting principles, of the obligations of the lessee for net rental payments (excluding amounts on account of maintenance and repairs,
insurance, taxes, assessments and similar charges and contingent rents) during the term of the lease. 
  

 19 








 ARTICLE THREE 
  
 MISCELLANEOUS PROVISIONS 
  

	Section	301. Separability of Invalid Provisions 

  
 In case any one or more of the provisions contained in this Fourth Supplemental Indenture should be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions contained in this Fourth Supplemental Indenture, and to the extent and only to the extent that any such provision is invalid, illegal or unenforceable, this Fourth
Supplemental Indenture shall be construed as if such provision had never been contained herein. 
  

	Section	302. Execution in Counterparts 

  
 This Fourth Supplemental Indenture may be simultaneously executed and delivered in any number of counterparts, each of which when so executed and
delivered shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. 
  

	Section	303. Certain Matters 

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

 20 








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

			
	AMÉRICA MÓVIL, S.A. DE C.V., as Issuer
		
	By:	 	 /s/    CARLOS GARCÍA
MORENO        

	 	 	Name:    Carlos García Moreno
	 	 	Title:      Attorney-in-Fact


  

			
		
	By:	 	 /s/    ALEJANDRO CANTÚ
JIMÉNEZ        

	 	 	Name:    Alejandro Cantú Jiménez
	 	 	Title:      Attorney-in-Fact


  
  

			
	RADIOMÓVIL DIPSA, S.A. DE C.V., as Guarantor
		
	By:	 	 /s/    CARLOS GARCÍA
MORENO        

	 	 	Name:    Carlos García Moreno
	 	 	Title:      Attorney-in-Fact


  

			
		
	By:	 	 /s/    ALEJANDRO CANTÚ
JIMÉNEZ        

	 	 	Name:    Alejandro Cantú Jiménez
	 	 	Title:      Attorney-in-Fact


  
  

			
	JPMORGAN CHASE BANK, as Trustee
		
	By:	 	 /s/    KAREN L.
FERRY        

	 	 	Name:    Karen L. Ferry
	 	 	Title:      Vice President


  

 21 








 ANNEX A 
  
 FORM OF TRANSFER CERTIFICATE 
 FOR
TRANSFER FROM RESTRICTED 
 GLOBAL NOTE TO REGULATION S GLOBAL NOTE 
 (Transfers pursuant to § 203(b)(i) of the Supplemental Indenture) 
  
 JPMorgan Chase Bank, as Trustee 
  
 Re: 5.750% Senior Notes due 2015 of 
   América Móvil, S.A. de C.V. (the “Notes”) 
  
 Reference is hereby made to the Fourth Supplemental Indenture, dated as of November 3, 2004 (the “Supplemental Indenture”), among América
Móvil, S.A. de C.V., as Issuer, Radiomóvil Dipsa, S.A. de C.V., as Guarantor, and JPMorgan Chase Bank, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture.

  
 This letter relates to
U.S.$                     principal amount of Notes which are evidenced by one or more Restricted Global Notes (CUSIP No. 02364W AG 0, ISIN No.
US02364WAG06) and held with the Depositary in the name of [INSERT NAME OF TRANSFEROR] (the “Transferor”). The Transferor has requested a transfer of such beneficial interest in the Notes to a person who shall take delivery thereof in the
form of an equal principal amount of Notes evidenced by one or more Regulation S Global Notes (CUSIP No. P0280A AX 9), which amount, immediately after such transfer, is to be held with the Depositary through Euroclear or Clearstream or both (Common
Code: 020498315; ISIN: USP0280AAX92). 
  
 In connection with such
request and in respect of such Notes, the Transferor does hereby certify that such transfer has been effected pursuant to and in accordance with Rule 903 or Rule 904 (as applicable) under the Securities Act or Rule 144, and accordingly the
Transferor does hereby further certify that: 
  
 (i) If the transfer is being effected pursuant to Rule 903 and Rule 904: 
  
 (1) the offer of the Notes was not made to a person in the United States; 
  
 (2) either: 
  
 (A) at the time the buy order was originated, the transferee was outside the United States or the Transferor and 
   any person acting on its behalf reasonably believed that the transferee was outside the United States, or 
  
 (B) the transaction was executed in, on or through the
facilities of a designated offshore securities market and 
   neither the Transferor nor any person acting on its
behalf knows that the transaction was pre-arranged with 
   a buyer in the United States; 
  
 (3) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or 904(b) of 
     Regulations S, as applicable;

  
 (4) the transaction is not part of a plan or
scheme to evade the registration requirements of the Securities Act; and 

  

 A-1 








 (5) upon completion of the transaction, the beneficial interest being transferred as
described above is to be held with 
       the Depositary through Euroclear or Clearstream or
both. 
  
 (ii) If the transfer is being effected
pursuant to Rule 144, the Notes are being transferred in a transaction permitted 
       by
Rule 144. 
  
 This certificate and the statements contained herein
are made for your benefit and the benefit of the Company, the Guarantor and the underwriters or initial purchasers, if any, of the initial offering of such Notes being transferred. Terms used in this certificate and not otherwise defined in the
Supplemental Indenture have the meanings set forth in Regulation S or Rule 144. 
  

			
	[Insert Name of Transferor]
	 
	 
		
	By:	 	 
	 	 	Name:    
	 	 	Title:      


  
 Dated:

  
 cc: América Móvil, S.A. de C.V. 
       Radiomóvil Dipsa, S.A. de C.V. 
  

 A-2 








 ANNEX B 
  
 FORM OF TRANSFER CERTIFICATE 
 FOR
TRANSFER FROM RESTRICTED GLOBAL 
 NOTE TO UNRESTRICTED GLOBAL NOTE 
 (Transfers Pursuant to § 203(b)(ii) of the Supplemental Indenture) 
  
 JPMorgan Chase Bank, as Trustee 
  
 Re: 5.750% Senior Notes due 2015 of 
   América Móvil, S.A. de C.V. (the “Notes”) 
  
 Reference is hereby made to the Fourth Supplemental Indenture, dated as of November 3, 2004 (the “Supplemental Indenture”), among América
Móvil, S.A. de C.V., as Issuer, Radiomóvil Dipsa, S.A. de C.V., as Guarantor, and JPMorgan Chase Bank, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture.

  
 This letter relates to
U.S.$                     principal amount of Notes which are evidenced by one or more Regulation S Global Notes (CUSIP No. P0280A AX 9, ISIN No.
USP0280AAX92) and held with the Depositary in the name of [INSERT NAME OF TRANSFEROR] (the “Transferor”). The Transferor has requested a transfer of such beneficial interest in the Notes to a person that shall take delivery thereof in the
form of an equal principal amount of Notes evidenced by one or more Unrestricted Global Notes (CUSIP No.[            ]). 
  
 In connection with such request and in respect of such Notes, the Transferor does hereby certify that such transfer has been
effected pursuant to and in accordance with either (i) Rule 903 or Rule 904 (as applicable) under the Securities Act, or (ii) Rule 144, and accordingly the Transferor does hereby further certify that: 
  
 (i) If the transfer has been effected pursuant to Rule 903
and Rule 904: 
  
 (1) the offer of the Notes was
not made to a person in the United States; 
  
 (2) either: 
  
 (A) at the time the buy
order was originated, the transferee was outside the United States or the Transferor and 
   any person acting on
its behalf reasonably believed that the transferee was outside the United States, or 
  
 (B) the transaction was executed in, on or through the facilities of a designated offshore securities market and 
   neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with 
   a buyer in the United States; 
  
 (3) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of 
     Regulation S, as applicable; and 
  
 (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities
Act. 
  

 B-1 








 (ii) If the transfer has been effected pursuant to Rule 144, the Notes have been
transferred in a transaction permitted 
       by Rule 144. 
  
 This certificate and the statements contained herein are made for your
benefit and the benefit of the Company, the Guarantor and the underwriters or initial purchasers, if any, of the Notes being transferred. Terms used in this certificate and not otherwise defined in the Supplemental Indenture have the meanings set
forth in Regulation S under the Securities Act. 
  

			
	[Insert Name of Transferor]
	 
	 
		
	By:	 	 
	 	 	Name:    
	 	 	Title:      


  
 Dated:

  
 cc: América Móvil, S.A. de C.V. 
       Radiomóvil Dipsa, S.A. de C.V. 
  

 B-2 








 ANNEX C 
  
 FORM OF TRANSFER CERTIFICATES 
 FOR
TRANSFER FROM REGULATION S GLOBAL 
 NOTE OR UNRESTRICTED GLOBAL NOTE 
 TO RESTRICTED GLOBAL NOTE 
 (Transfers Pursuant to § 203(b)(iii) of the
Supplemental Indenture) 
  
 [Transferor Certificate]

  
 JPMorgan Chase Bank, as Trustee 
  
 Re: 5.750% Senior Notes due 2015 of 
   América Móvil, S.A. de C.V. (the “Notes”) 
  
 Reference is hereby made to the Fourth Supplemental Indenture, dated as of
November 3, 2004 (the “Supplemental Indenture”), among América Móvil, S.A. de C.V., as Issuer, Radiomóvil Dipsa, S.A. de C.V., as Guarantor, and JPMorgan Chase Bank, as Trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Supplemental Indenture. 
  
 This letter relates to U.S.$                 principal amount of Notes which are evidenced by one or more Regulation S Global Notes
(CUSIP No. P0280A AX 9, ISIN No. USP0280AAX92) and held with the Depositary through [Euroclear] [Clearstream] (Common Code: 020498315; ISIN: USP0280AAX92) in the name of [INSERT NAME OF TRANSFEROR] (the “Transferor”). The Transferor has
requested a transfer of such beneficial interest in the Notes to a person that shall take delivery thereof (the “Transferee”) in the form of an equal principal amount of Notes evidenced by one or more Restricted Global Notes (CUSIP No.
02364W AG 0). 
  
 In connection with such request and in respect
of such Notes, the Transferor does hereby certify that: 
  
 (1)
Such transfer is being effected in accordance with all applicable securities laws of any state of the United States or any other jurisdiction; 
  
 (2) the Notes are being transferred in accordance with Rule 144A to a transferee whom the Transferor reasonably believes is a qualified institutional
buyer within the meaning of Rule 144A and is purchasing the Notes for its own account or any account with respect to which the transferee exercises sole investment discretion, in each case in a transaction meeting the requirements of Rule 144A; and

  
 (3) it has notified the transferee that it has relied on Rule
144A as a basis for the exemption from the registration requirements of the Securities Act used in connection with the transfer. 
  
 This certificate and the statements contained herein are made for your benefit and the benefit of the Company, the Guarantor and the underwriters and
initial purchasers, if any, of the Notes being transferred. 
  

			
	[Insert Name of Transferor]
	 
	 
		
	By:	 	 
	 	 	Name:    
	 	 	Title:      


  
 Dated:

  
 cc: América Móvil, S.A. de C.V. 
       Radiomóvil Dipsa, S.A. de C.V. 
  

 C-1