EX-4.6



 





Exhibit 4.6




Confidential Draft

Subject to Review

(Aug.23.07)




INDENTURE



In Mexico City, Federal District, on the                      day of two thousand seven, I                     , the holder of Public Notary’s Office Number             &n
bsp;        for the Federal District,
hereby evidence the ISSUANCE OF NON-REDEEMABLE ORDINARY INTEREST CERTIFICATES hereinafter
“MAXCOMCPO” (hereinafter, “CPOs”), granted by Nacional Financiera, S.N.C., Institución de
Banca de Desarrollo, hereinafter “Trustee” or “Issuer”, in an unilateral
declaration of intent, herein represented by                     , as Trust Delegate, with the
appearance and conformity of Monex Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero, hereinafter
“Common Representative”, herein represented by Claudia B. Zermeño Inclan, to the effect of
accepting office as Common Representative of CPO holders; also with the appearance of Comisión
Nacional Bancaria y de Valores (“CNBV”), herein represented by José Antonio Bahena Morales,
as General Director of Authorizations, in terms of the following Background, Recitals and Clauses:




BACKGROUND





	 	I.	 	MINUTES OF THE GENERAL ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF
MAXCOM TELECOMUNICACIONES, S.A. DE C.V.





          On September 13, 2007, the shareholders of Maxcom Telecomunicaciones, S.A. de C.V.
(hereinafter, “Maxcom”) held a general ordinary and extraordinary shareholders’ meeting in
which it was resolved, among other issues, the execution of an Irrevocable Neutral Investment and
Exercise of Voting Rights Trust Agreement in order for: (i) Trustee to receive from Maxcom, Series
A shares that represent its corporate capital, that result from a capital increase approved and
also contributed directly by the current shareholders of Maxcom, (ii) Trustee to issue the CPOs
referred to, and which underlying value are, the Shares in Trust, and (iii) the CPOs issued in
accordance with the Trust Agreement that represent the shares of the corporate capital of Maxcom,
are recorded for their quote in the Mexican Stock Exchange and/or other stock market abroad,
acknowledging, however, that in the event they are quoted abroad, the CPOs may be quoted as
American Depositary Shares or “ADSs”, or through any other instrument that represents them.
A copy of such minutes is attached hereto as Exhibit A.





	 	II.	 	TRUST.





     On       ___, two thousand seven, Maxcom, as trustor, established jointly with Issuer, as
trustee, an Irrevocable Neutral Investment and Exercise of Voting Rights Trust number      
(     ) (the “Trust”) to the effect that Trustee, based in Maxcom shares contributed to
such trust, may issue the CPOs referred to hereunder in terms and with characteristics identified
by the Trust’s Technical Committee. Copy of which I attach hereto as Exhibit B.




	 	III.	 	PROPERTY IN TRUST.




 









 











     Maxcom shares which were transferred in trust to Trustee, which will in principle serve as
bases for this CPO indenture, are those comprising the Common Fund (as hereinafter defined)
(“Shares in Trust”).




	 	IV.	 	MINUTES OF TRUST’S TECHNICAL COMMITTEE.





     Trust’s Technical Committee, in a meeting held on            , two thousand seven, agreed, in
terms with powers granted thereto in the Trust, perform this CPO issue (the “Issue”) of
characteristics as mentioned in such Technical Committee’s Meeting Minutes, pertinent Clauses of
which are herein literally inserted, copy of which I attach hereto as Exhibit C.




	 	V.	 	EXPERT OPINION.





     Nacional Financiera, S.N.C., issued expert opinion referred to under Article 228 h (two
hundred twenty-eight, paragraph h) of the General Negotiable Instruments and Credit Transactions
Law (Ley General de Títulos y Operaciones de Crédito — LGTOC), to the effect of allowing
Nacional Financiera, S.N.C. to establish the entire value of Issue based on value of Maxcom shares
covering CPOs issued. Copy of which I attach hereto as Exhibit D.




	 	VI.	 	BANCO DE MÉXICO AUTHORIZATION.





     By means of official instrument number GCR/554/07 (“G” “C” “R” diagonal five hundred and
fifty four diagonal cero seven) dated October eighth, two thousand seven, Banco de México excepted
the Trust from its investment regime as foreseen under item 2.8 (two point eight) of its Circular
1/2005 (one slash two thousand five), which after comparison against original is attached hereto
under Letter E.




	 	VII.	 	DEPARTMENT OF ECONOMY AUTHORIZATION.





     By means of official instrument number 315.07.D.G.I.E.9350___dated September 28, 2007, the
Department of Economy, through the General Direction of Foreign Investment, authorized the
establishment of a neutral investment trust the assets of which would be integrated by Maxcom
capital stock Series A shares (“Foreign Investment Authorization”), copy of which I attach
hereto as Exhibit F.




	 	VIII.	 	COMMUNICATION TO COMISIÓN NACIONAL BANCARIA Y DE VALORES.





     Trustee filed writing requesting CNBV’S approval to the CPO Issue, copy of which I attach
hereto as Exhibit G.




	 	IX.	 	COMISIÓN NACIONAL BANCARIA Y DE VALORES APPROVAL.





     CNBV issued its approval to CPO Issue referred to hereunder, copy of which I attach hereto as
Exhibit H.



RECITALS





	 	A.	 	ISSUER’S REPRESENTATIVE RECITALS.




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     I. CAPACITY. Juan Manuel Altamirano Leon , trust delegate of Nacional Financiera, S.N.C.,
Institución de Banca de Desarrollo, evidences the legal existence of his principal and the capacity
with which he acts by reproducing certified copy of pertinent background section attached hereto as
Exhibit I.



     II. REPRESENTATION. His principal is a national credit corporation, development banking
institution of Mexican nationality, duly established and existing and authorized to operate as
development bank institution in terms of the Organic Law of Nacional Financiera and the Credit
Institutions Law (Ley de Instituciones de Crédito), and act as trustee in trusts issuers of
non-redeemable ordinary interest certificates. Issuer’s corporate domicile is at Mexico City,
Federal District, and its main offices are domiciled at Insurgentes Sur 1971, Col. Guadalupe Inn,
CP. 01020 in Mexico City, Federal District.



     III. POWERS. His principal is vested with capacity to execute this Indenture which does not
contravene the terms of the Trust.




	 	B.	 	RECITALS OF COMISIÓN NACIONAL BANCARIA Y DE VALORES’ REPRESENTATIVE.





     I. REPRESENTATION. CNBV’S representative recites that he is the General Director of
Authorizations of such Commission, as evidenced by means of document attached hereto as Exhibit
J.




	 	C.	 	COMMON REPRESENTATIVE’S RECITALS.





     I. CAPACITY AND REPRESENTATION. Common Representative evidences due incorporation and legal
existence of his principal, as well as his capacity by reproducing certified copy of pertinent
background section attached hereto as Exhibit K.



     II. APPOINTMENT. Monex Casa de Bolsa, S.A. de C.V., Monex Grupo Financiero, was appointed as
common representative of holders of CPOs issued under this Issue.



     III. POWERS. Common Representative is vested with capacity to execute this Indenture which
does not contravene any legal or contractual provision applicable thereto.



     IV. VERIFICATIONS. In order to satisfy that provided for under Article 228 m (two hundred
twenty-eight, paragraph m), Fraction XI (eleven), and Article 228 r (two hundred twenty-eight,
paragraph r) of the LGTOC, Common Representative has verified:




	 	1.	 	establishment of Trust; and
	 
	 	2.	 	the existence of the Trust assets referred to in the expert opinion attached
hereto as Exhibit L, as well as the authenticity of such expert opinion.





     V. DEFINED TERMS. Capitalized terms contained in this CPOs Indenture, not otherwise defined,
will have the meaning ascribed thereto in the Trust unless otherwise agreed.



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     IN VIRTUE WHEREOF, Trustee performs this Issue in terms with the following:



CLAUSES




     ONE. Issue. Issuer, by unilateral declaration of intent and to attain the
Purposes of the Trust and as per instructions issued by Trust’s Technical Committee, issues a total
number of 250’206,515 (two hundred and fifty million two hundred and six thousand five hundred and
fifteen) non-redeemable ordinary interest certificates, with a par value of $14.9381 Mx.Cy.
(Fourteen Pesos 9381/100, Mexican Currency) each, Issue’s total par value amounting to
$3,737’619,199.36 Mx.Cy. (Three Thousand Seven Hundred Thirty Seven Million Six Hundred and
Nineteen Thousand One Hundred and Ninety Nine Pesos 36/100, Mexican Currency), which values are
exclusively established for the purposes described under Article 228 m (two hundred twenty-eight,
paragraph m) of the LGTOC.



     Trustee may increase the number of CPOs under the Issue in order to acknowledge CPOs proceeds
or yield (or underlying values thereof) produced or any other event affecting Shares, in terms with
paragraph a), Article 228 a (two hundred twenty-eight, paragraph a) of LGTOC, when such proceeds,
yield or events have as a consequence an increase to Maxcom shares part of the Trust Assets based
of the Issue and that the increase in turn is based in the following assumptions:




	 	ONE.	 	An increase to Maxcom capital stock by dividend capitalization or payment
thereof by delivery of Maxcom capital stock Series A shares or any other similar event
affecting the Shares.
	 
	 	TWO.	 	Maxcom capital stock increase in which Trustee has undersigned and paid, as per
CPO holders’ instructions and in exercise of preemptive right established under Article
132 (one hundred thirty-two) of the General Business Corporation Law or any similar
right.
	 
	 	 	 	Under such assumptions, Trustee must adhere to the terms of the following
procedure:






	 	(A)	 	An Institution with capacity in terms with LGTOC will issue
an expert opinion on new shares that may be incorporated into the Issue’s
Common Fund.
	 
	 	(B)	 	Trustee, based on such expert opinion, will request CNBV’S
authorization to increase the number of CPOs under the Issue and, if
applicable, Maxcom will request to CNBV the restatement of share and CPOs
entry in the National Securities Registry (Registro Nacional de Valores —
“RNV”).
	 
	 	(C)	 	Trustee, with the appearance of CNBV and Common Representative, by unilateral declaration of intent granted
before public notary, will exclusively amend Clause One of this
indenture to evidence a new number of CPOs to be issued, considering the
increase as a result applicable to pertinent assumption, whether Item




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	 	 	 	ONE or TWO above, without need to hold a general CPO holders’ meeting since CPO
holders’ right will suffer no decrease whatsoever.
	 
	 	(D)	 	Trustee will replace sole certificate or certificates
representing CPOs by a new or a number of new certificates reflecting new
number of CPOs issued. All the prior certificates will be cancelled and new
certificate or certificates will be deposited with Indeval.
	 
	 	(E)	 	CPOs issued will each invariably represent three Maxcom
capital stock Series A shares, subject to terms and conditions established
under Clause Four of this Indenture.
	 
	 	(F)	 	Common Representative will publish a notice restating the
number of CPOs to be issued.






	 	THREE.	 	Regarding a share increase by virtue of a split-off or by any similar event resulting
from any corporate act, Issuer will exchange certificates previously deposited with
Indeval, by new certificates, entering the pertinent number of CPOs in function of
shares split-off. In order to enter new CPOs number, the one previously issued will be
multiplied times the same factor used on Shares, having to grant notice to CNBV. The
above without detriment of Maxcom’s obligation to request to CNBV the restate share and
CPOs entry in RNV for each pertinent event.





     In the extent required, Issuer with the appearance of CNBV and the Common Representative, by
unilateral declaration of intent granted before public notary, will exclusively amend Clause One of
this Indenture to evidence the new number of CPOs issued, in the understanding that the expert
opinion referred to under paragraph (A) immediately above will be required; CPO Holders’ consent
will not be required to give effect to this amendment in virtue that their rights will remain safe
without suffering any detriment whatsoever.



     TWO. Common Fund. Common fund (“Common Fund”) of this Issue is
constituted by:




	 	(i)	 	Maxcom capital stock Series A shares contributed to the Trust equity, the
value of which was established in expert opinion drafted to such effect in terms of
Article 228 h (two hundred twenty-eight, paragraph h) of LGTOC.
	 
	 	(ii)	 	All other Maxcom capital stock series A shares which, as applicable, such
trust may receive from other Maxcom shareholders for exchange by CPOs issued by
Trustee, in accordance with terms and conditions established in the Trust. As of the
date of this Indenture and without detriment of any future increases, Shares that may
be incorporated into the Common Fund of this Issue amount to 750’619,547 (seven
hundred and fifty million six hundred and nineteen thousand five hundred and forty
seven) Shares.




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	 	 	 	Trustee will integrate into the Issue’s Common Fund Maxcom capital stock series A
shares, that Adhering Trustors may contribute at any time during the effective term
of the Trust.
	 
	 	(iii)	 	Shares subscribed by Trustee prorate number of series A registered shares
without par value representing Maxcom paid up capital stock held thereby as
consequence of capital increases by new contributions ordered by Maxcom shareholders’
meeting, provided trustee receives on due time from CPO holders any and all required
funds.
	 
	 	(iv)	 	By shares received by Trustee prorate the number of series A registered
shares without par value, representing Maxcom paid up capital stock held thereby as
consequence of a capital increase by virtue of capital premium capitalization and
profits and other stockholder’s equity items legally susceptible to be capitalized, as
decreed by Maxcom shareholders’ meeting.
	 
	 	(v)	 	By shares received by Issuer as consequence of payment of dividends payable
on Maxcom capital stock Series A shares.
	 
	 	(vi)	 	By any other series A shares received by Maxcom otherwise.





     THREE. Date of Issue.



     CPOs date of Issue will be                      2007.



     FOUR. CPOs Characteristics.



     CPOs will have the following characteristics:




	 	(A)	 	they will be negotiable instruments and they will have a sentence specifying
that they are non-redeemable ordinary interest certificates and the name “MAXCOMCPO”;
	 
	 	(B)	 	they will be registered certificates;
	 
	 	(C)	 	they will be non-redeemable;
	 
	 	(D)	 	for the purposes described under Article 228, paragraph m (two hundred
twenty-eight m), of the LGTOC, they will contain a statement of their par value;
	 
	 	(E)	 	in terms of Article 228, paragraph k (two hundred twenty-eight k) of LGTOC,
Trustee is not bound to pay CPOs par value to their holders;
	 
	 	(F)	 	they will have no guaranteed fixed yield whatsoever;
	 
	 	(G)	 	they will confer to their holders rights consigned under Clause Six and Seven
hereinbelow;
	 
	 	(H)	 	they will satisfy all other requirements and statements referred to under
Article 228 n (two hundred twenty-eight paragraph n) of the LGTOC;




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	 	(I)	 	CPOs will be entered in RNV of CNBV. CPOs are to be acquired by Mexican and
foreign investors in terms with that established under the Foreign Investment Law (Ley
de Inversión Extranjera) and its Regulations, in terms of official instrument number
315.07.D.G.I.E.9350 dated September 28, 2007, issued by the Department of the Economy
referred to in the Background of this instrument;
	 
	 	(J)	 	CPOs will be issued based on the Issue’s Common Fund by reason of three (3)
series A shares representing Maxcom capital stock contributed to the Trust by one (1)
CPO the Trustee is to deliver, for up to the amount established under paragraph one of
Clause One hereof.





     Trustee may absolutely not have a larger number of CPOs outstanding than the number of Maxcom
shares in trust in above referred to Trust which has become part of Common Fund of this Issue.




	 	FIVE.	 	CPO Certificates.





     CPOs issued hereunder will be covered by one or several certificates which may be deposited
with Indeval, in terms and for the purposes provided for under Article 282 (two hundred
eighty-two), 283 (two hundred eighty-three), 290 (two hundred ninety) and all other relative
articles of the Securities Exchange Law (Ley del Mercado de Valores), and in such event CPO Holders
will evidence their rights in terms with that established under Article 290 (two hundred ninety)
and all other relative articles of the securities exchange law.




	 	SIX.	 	Rights of Holders.





     CPO Holders will have the following rights:



     (A) To the indivisible portion of dividends and any other distributions of any other nature
corresponding to Shares in Trust integrating Common Fund of this Issue, in accordance and in terms
resolved by Maxcom’s general shareholders’ meeting.



     (B) When allowed, depending on holder’s nationality, order Trustee the sense the voting right
corresponding to Shares in Trust underlying their pertinent CPOs is to be exercised, in terms and
subject to limits established under Clause Seven hereinbelow and in compliance with that
established in Trust.



     (c) Through Trustee, upon subscription and payment of capital increases decreed by Maxcom in
exercise of preemptive rights to which Maxcom may be entitled, when applicable.



     (D) Upon extinction or advanced termination of Trust, as applicable, upon receiving from
Trustee Shares or proceeds from Share disposal corresponding thereto in terms with that established
under Clause Sixteen of the Trust.



     (E) Any other right resulting from the Trust, applicable laws or inherent to its holding of
CPOs.



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     (F) Withdraw the underlying Shares at any time if: (1) Maxcom  ́s bylaws do not prohibit such
withdrawal, (2) Maxcom consents such withdrawal and (3) the provisions regarding foreign investment
ownership and vote, as stipulated by the LIE, are not breached by such withdrawal. Upon such
withdrawal the holder shall directly hold the Shares.




	 	SEVEN.	 	Corporate Rights.






	1.	 	Mexican Investors who hold CPOs may instruct the Trustee in writing to grant power of
attorney to the person that each nominates, so said person or persons may exercise the right
to vote for the underlying Shares in Trust of the CPOs of which they are holders, in
accordance with the instructions received directly from the holder, or in order for the
Trustee to vote the Shares, in accordance with such instructions.
	 
	 	 	The instructions referred to in the preceding paragraph must (i) be accompanied by an
official means or identification (passport or voter’s identity card or any other means
acceptable to the Trustee) for individuals, or the relevant legal documents (corporate
bylaws, with foreigners’ exclusion clause or a certification of the secretary of the
corporation to the effect that the majority of the ordinary shares that represent the
capital stock of said corporation are held by Mexican Investors, or any other means
acceptable to the Trustee), in order to prove that they are Mexican Investors; (ii) deliver
these documents to the Trustee in writing at least 3 (three) business days before the
deadline for obtaining the admission pass necessary to attend the respective meeting, in
accordance with the corporate bylaws of Maxcom and applicable legislation, and (iii)
provide the Trustee any other documents needed in accordance with applicable legislation.
Any instructions received after the period set in this Clause shall remain null and void.
	 
	 	 	Within the period of 3 (three) business days referred to, the Trustee shall grant the
powers of attorney and arrange for the issue of the certificates needed to legally
authorize the holder of the CPOs in question, and his/her representation at the respective
shareholders’ meeting, or to directly vote the relevant Shares in Trust.
	 
	 	 	If Mexican Investors do not give the Trustee instructions regarding granting powers of
attorney to the person or persons referred to within the time mentioned or regarding voting
of relevant Shares in Trust by the Trustee, the Trustee must exercise its voting right for
the underlying Shares in Trust of the CPOs of which said Mexican Investors are holders, in
the same sense in which the majority of the Shares voted in the respective meeting. Said
voting right shall be exercised by Trustee, through the person or persons that the
Technical Committee appoints with at least two (2) days in advance to the date the
respective meeting will be held, regarding who the necessary powers-of-attorney will be
granted in accordance with applicable law or, in the event the Technical Committee does not issue any
instructions, by the person Trustee deems convenient.
	 
	2.	 	Foreign Investors who hold the CPOs may instruct the Trustee to exercise the right to vote
directly, through an attorney-in-fact




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	 	 	that the Trustee appoints to such end, regarding the
underlying Shares in Trust of the CPOs that they hold, in relation to any of the following
matters put to the vote at an extraordinary general shareholders’ meeting of Maxcom:






	 	(1)	 	change of nationality of Maxcom;
	 
	 	(2)	 	transformation of Maxcom;
	 
	 	(3)	 	merger of Maxcom with any other person, if Maxcom is not the
acquiring corporation;
	 
	 	(4)	 	cancellation of entry of shares or instruments that represent the
shares of Maxcom or the CPOs in the stock exchange in which they are registered;
	 
	 	(5)	 	amendments to corporate bylaws that adversely affect the minority
rights established therein.






Likewise, Foreign Investors holders of CPOs may instruct the Trustee to exercise the voting
right directly, through an assignee therefore appointed by the Trustee, regarding the
Shares in Trust underlying the CPOs held by them, in the event of appointment of Maxcom’s
managers, provided, that Foreign Investors have the right to appoint one (1) manager per
each ten percent (10%) block of Shares in Trust underlying the CPOs held by them; provided,
however, that this right may only be exercised if the majority of the managers of Maxcom
are appointed by Mexican Investors.




The instructions referred to in the preceding paragraphs must (i) be accompanied by
an official means or identification (passport or any other means acceptable to the
Trustee) for individuals, or the relevant legal documents (corporate bylaws in effect,
the articles of incorporation or a certification of the secretary of the corporation to
the effect that the majority of the ordinary shares that represent the capital stock of
said corporation are held by Mexican Investors, or any other means acceptable to the
Trustee); (ii) deliver these documents to the Trustee in writing at least 3 (three)
business days before the deadline for obtaining the admission pass necessary to attend
the respective general extraordinary meeting, in accordance with the corporate bylaws
of Maxcom and applicable legislation, and (iii) provide the Trustee any other documents
needed in accordance with applicable legislation. Any instructions received after the
period set in this Clause shall remain null and void.




Within the period of 3 (three) business days referred to, the Trustee shall grant the
powers of attorney to the persons it deems suitable in order to vote the Shares at the
respective shareholders’ meeting of Maxcom.




Foreign Investors shall not have any voting rights regarding matters different from those
indicated in the first two (2) paragraphs of this paragraph 2, for which purposes Trustee
shall grant a power of attorney in favor of the person or persons indicated by the
Technical Committee with at least 2 (two) days in advance to the date in which such
meetings will be held, in order



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for such attorney or attorneys-in-fact to exercise their
right, systematically voting in the same sense in which the majority of the Shares are
voted in the respective meeting; provided, however, if Trustee does not
receive instructions by the Technical Committee, it shall vote or cause the vote of the
Shares in Trust in the same sense in which the majority of the Shares are voted in the
respective meeting.




In the event the Foreign Investors have not instructed the Trustee regarding the exercise
of the voting rights of the Shares in Trust underlying the respective CPOs, in the event
such holders had the right, Trustee shall exercise the voting right corresponding to the
Shares in Trust underlying the CPOs of which the Foreign Investors are holders, in the same
sense in which the majority of the Shares are voted in the corresponding meeting. The
aforementioned voting right shall be exercised by Trustee, through the person or persons
that the Technical Committee appoints with at least two (2) days in advance to the date on
which the respective meeting will be held, in favor of who Trustee shall grant powers of
attorney that are necessary in accordance with applicable law o, in the event the Technical
Committee does not issue any instructions, by the person Trustee deems convenient.




	3.	 	Besides exercise of the rights to vote corresponding to the Shares in Trust pursuant to
subsections 1 and 2 above, the holders of CPOs, whether Mexican of Foreign Investors, may
provide the Trustee written instruction so that the Trustee exercises the minority rights and
other applicable rights of the Shares in Trust underlying the CPOs of which they are holders,
in accordance with applicable legislation and the corporate bylaws of Maxcom, and providing
the Trustee the sums and other resources it needs to do so.
	 
	 	 	With regard to exercising the rights originating from or related to the Shares in Trust
that are subject or referred to a specific percentage of the capital stock of Maxcom, in
accordance with applicable legislation, the Trustee must take into account for such purpose
the percentage represented by the underlying Shares in Trust of the CPOs of the holder or
holders of CPOs that wish to exercise said rights with regard to all the Shares in
circulation that represent the capital stock of Maxcom.





     As the CPOs shall be quoted on stock markets, the Trustee must assure itself of the
nationality of holders, in accordance with the provisions of this Clause, before issuing the
respective proxy or powers of attorney, on the understanding that for the purposes of the
Trust and, specifically, Clause Eleven, the CPOs that form part of any certificate or instrument
issued by any depositary, trustee or foreign, including ADSs or American Depositary Receipts
(ADRs), shall be assumed as the property of the Foreign Investors and, therefore, they shall only
be entitled to instruct how the underlying shares of the CPOs should vote, in accordance with paragraph 2 (two) of this Clause, unless the holders of such CPOs have
authentically evidenced their Mexican nationality in accordance with Clause Eleventh, Maxcom’s
bylaws and the applicable legislation.



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     The Trustee shall not be liable for how the attorneys-in-fact vote, nor for their absence from
the meetings of Maxcom.



     EIGHT. Meetings. General CPO Holders’ meetings will be held in terms with
that provided for in Articles 218 (two hundred eighteen), 219 (two hundred nineteen), 220 (two
hundred twenty), 221 (two hundred twenty-one) and 228, paragraph s (two hundred twenty-eight,
paragraph s) of LGTOC and in terms with that foreseen in Trust and by all other applicable
provisions of LGTOC, as well as by the following provisions:



     (a) CPO Holders’ meetings will represent them all and will meet at any time called by Common
Representative.



     Any CPOs holder or group of CPO Holders representing at least 10% (ten percent) of CPOs
outstanding may request to Common Representative to call to hold a meeting, specifying in their
request items to be dealt at such meeting. Common Representative is to issue call to the effect
that meeting is held within 20 (twenty) days as from the date the request is delivered thereto.
Common Representative’s failure to comply with such obligation will result in that a Judge of first
instance at the Trustee’s domicile, at the request of CPO Holders, is to issue call for the holding
of a meeting.



     (b) CPO Holders’ meeting call will be published in the Official Gazette of the Federation and
in any of broadest circulation newspapers at Trustee’s domicile, at least 10 (ten) days in advance
to the date the meeting is to be held. The call must contain items to be dealt with at the
meeting.



     (c) Except that provided for in the following paragraph, to the effect that CPO Holders’
meeting be deemed as legally convened by virtue of fist call, holders of at least one half plus one
of this Issue’s CPOs outstanding must be therein represented and in second or subsequent call,
meeting will be deemed as legally convened notwithstanding the number of CPOs therein represented.
Resolutions adopted will be valid when approved by holders representing majority of CPOs
represented at the meeting.



     (d) In those cases identified hereinbelow, to the effect that the CPO Holders’ meeting of an
Issue be legally convened by virtue of first call, holders of at least 75% (seventy-five percent)
of this Issue’s CPOs outstanding must be represented and in second or further calls, meeting will
be deemed as legally installed notwithstanding the number of CPOs therein represented. Resolutions
adopted will be valid when approved by one half plus one of votes corresponding to the entirety of
CPO Holders:



     (i) when revoking appointment of Common Representative;



     (ii) when a new Common Representative is to be appointed; and



     (iii) when rights corresponding to CPO Holders regarding Shares or otherwise are to be
affected or CPO Holders’ voting rights are to be limited.



     (e) In order to attend at meetings, holders must evidence their holding in terms with that
identified in the Security Exchange Market by reproducing pertinent document at the place appointed
in the CPO Holders’



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meeting call not later than the day in advance to the date of its holding.
Holders may be represented at the Meeting by attorney-in-fact as evidenced by simple proxy.



     (f) The meeting will be chaired by Common Representative and holders will be entitled to cast
as many votes corresponding thereto by virtue of CPOs held thereby, counting one vote per CPO
issued.



     (g) CPO Holders that in a certain transaction hold an interest in their own account or in the
account of third party contrary to Trustee or to all other holders, must refrain from participating
in all discussion or voting regarding such transaction.



     NINE. Acceptance and Obligations of Common Representative. Monex Casa de
Bolsa, S.A. de C.V., Monex Grupo Financiero, through its representative, agrees to act as Common
Representative of holders. Common Representative assumes rights and obligations deriving herein,
Trust subject matter of this Issue and LGTOC, to which the existence of Trust Assets has been
evidenced, as well as the authenticity of the expert opinion drafted by Nacional Financiera,
S.N.C., authorizing with its signature CPOs issued by this Indenture.



     Common Representative of this Issue’s holders will have, in addition to those powers and
obligations inherent thereto in accordance with applicable legal provisions, the following powers
and obligations:




	 	(a)	 	review, at any time, the status kept of the Issue’s Common Fund;
	 
	 	(b)	 	verify due establishment and terms of Trust;
	 
	 	(b)	 	verify existence of Shares delivered intro the Trust;
	 
	 	(c)	 	authenticate with its signature certificates representing CPOs;
	 
	 	(d)	 	exercise rights of CPO Holders regarding payment of any dividend or
distribution of any nature to which they may be entitled;
	 
	 	(e)	 	request Maxcom, to CPO Holders and Trustee any information reasonably necessary
to perform with obligations deriving from its office;
	 
	 	(f)	 	verify due performance with the obligations contained in Trust and in this
Indenture;
	 
	 	(g)	 	call and chair general CPO Holders’ meetings;
	 
	 	(h)	 	keep any and all notices and reports Trustee remits thereto and maintain them
available to CPO Holders of this Issue;
	 
	 	(i)	 	survey CPO Holders’ interests and their rights deriving from this Indenture,
the Trust and applicable laws are complied with;
	 
	 	(j)	 	perform any act required in order to protect rights, shares or funds of CPO Holders;




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	 	(k)	 	execute resolutions adopted by general CPO Holders’ meetings.





     To the effect that Common Representative may perform with powers and obligations under its
charge, Maxcom, CPO Holders and Trustee, must provide to Common Representative or to persons
appointed thereby information reasonably required thereto in terms with applicable laws; in the
understanding, however, that Common Representative will maintain such information in
confidentiality, except there is obligation of disclosure in terms of applicable laws or by court
order or by express authorization from the party delivering information thereto.



     CPO Holders, by means of resolution adopted at general CPO Holders’ meeting (subject to that
provided for under LGTOC), may revoke Common Representative’s appointment and appoint a new
alternate common representative.



     TEN. Common Representative Fees. Common Representative will earn the fees
agreed with Maxcom in a separate agreement; such fees will be payable by Maxcom.



     ELEVEN. Trustee’s Fees. Issuer will charge as fees the amounts identified in
the Trust, which will be paid by Maxcom. Furthermore, Maxcom will pay any and all expenses, rights
and fees related with the granting, cancellation and entry of this Issue in terms of the Trust.



     TWELVE. Indeval’s Fees. Maxcom will pay fees generated by deposit and
management of CPOs deposited in Indeval.



     THIRTEEN. Amendments. This Indenture may not be amended, except with prior
authorization of CNBV, in terms of Article 228 o (two hundred twenty-eight, paragraph o) of the
LGTOC.



     FOURTEEN. Term. The effective term of CPOs will be the effective term of the
Trust.



     In the event the Trust were extinguished, Trustee will proceed in terms with that provided for
to such effect under Clause Sixteen of the Trust.



     FIFTEEN. Notices. In terms of Article 228 m (two hundred twenty-eight,
paragraph m) of the LGTOC, Trustee and placer brokers placing amongst the investor public CPOs,
initially and at any subsequent placement, will insert in notice or pertinent propaganda data
mentioned in such section.



     SIXTEEN. Prevalence. For the particular effects of this Issue, persons
subsequently acquiring CPOs, by such mere act, will be subject to that provided for in this
Indenture and in the Trust.



     Furthermore, foreign legal entities, foreign individuals, foreign economic units without legal
personality, Mexican companies controlled by foreign capital and immigrants related with any center
of foreign economic decision, for the sole fact of having acquired and holding CPOs will be
understood that they agree with Mexican Government before the Department of Foreign Affairs, to be
deemed as Mexicans regarding CPOs



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acquired thereby and those to be held thereby and agree, by
merely acquiring and holding such CPOs in not to invoke protection of their Governments under
penalty in the contrary event of forfeiting CPOs holding in question in the benefit of the Mexican
Nation.



     SEVENTEEN. Laws and Courts. For construction, execution and performance of
this Indenture, the LGTOC, banking, stock and commercial laws and uses of Mexico will be applied,
to which the parties and CPO Holders expressly submit to competent federal courts with jurisdiction
in Mexico City, Federal District, the former waiving and the latter will be understood as having
waived by simply acquiring CPOs, to any other forum that may correspond thereto by virtue of their
current or future domiciles or by any other reason.



     EIGHTEEN. Supplementary Provisions. Any matter not specifically foreseen in
this Indenture will be subject to the provisions of Trust and the applicable laws.




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