Common use of Form of Reverse of Note Clause in Contracts

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company designated as its Senior Secured Notes due 2007 (herein called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, issued under an Indenture, dated as of August 11, 2004 (herein called the “Indenture”), by and among the Company, the Guarantors and The Bank of New York, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Company hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges of the United Mexican States (or any political subdivision or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor to the Company (a “Successor Jurisdiction”)) in respect of any amounts to be paid by the Company under the Notes (“Taxes”), then, unless the Company pays the amount of such deduction or withholding directly to the Mexican Government, or is entitled to a credit against such payment, the Company will pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holder of such Note who, with respect to any such Tax after such deduction or withholding (including any withholding or deduction imposed on Additional Amounts), shall be not less than the amounts specified in such Note to which such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of:

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its 9 1/4% [Series B](4) Senior Secured Subordinated Notes due 2007 2008 (herein called the “"Notes”"), limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $508,703,356300,000,000, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, which may be issued under an the indenture (the "Indenture, ") dated as of August 11January 21, 2004 (herein called 1998 between the “Indenture”)Company and U.S. Trust Company of California, by and among the Company, the Guarantors and The Bank of New YorkN.A., as trustee (herein called the “"Trustee,” " which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes Holders, and of the terms upon which the Notes are, and are to be, authenticated and delivered. Capitalized terms used herein without definition shall have the meanings set forth in the Indenture. The Company hereby further agreesindebtedness evidenced by the Notes is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness (as defined in the Indenture), and this Note is issued subject to such provisions. Each Holder of this Note, by accepting the limitations same, (a) agrees to and exceptions shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee his attorney-in-fact for such purpose. On or before each payment date, the Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in dollars sufficient to pay the amount due on such payment date. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice, at any time on and after February 1, 2003, as a whole or in part, at the election of the Company, at a Redemption Price equal to the percentage of the principal amount set forth below, that plus, in each case, accrued and unpaid interest, if any deduction or withholding for any present or future taxesany, dutiesto the applicable Redemption Date, levies, imposts, assessments or other governmental charges if redeemed during the twelve month period beginning February 1 of the United Mexican States (or any political subdivision or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor to the Company (a “Successor Jurisdiction”)) in respect of any amounts to be paid by the Company under the Notes (“Taxes”), then, unless the Company pays the amount of such deduction or withholding directly to the Mexican Government, or is entitled to a credit against such payment, the Company will pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holder of such Note who, with respect to any such Tax after such deduction or withholding (including any withholding or deduction imposed on Additional Amounts), shall be not less than the amounts specified in such Note to which such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of:years indicated below: YEAR REDEMPTION PRICE

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its Floating Rate Senior Secured Notes due 2007 2022 (herein called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, which may be issued under an indenture (as the same may from time to time be supplemented or amended (other than by a Series Supplement), herein called the “Base Indenture, ”) dated as of August 116, 2004 (herein called 2008 between the “Indenture”), by and among the Company, the Guarantors Company and The Bank of New YorkYork Mellon, as trustee (herein called the “Trustee,” ”, which term includes any successor trustee thereunder), as supplemented and amended by the Thirteenth Supplemental Indenture dated as of June 22, 2020 among the Company, Xxxxxx Communications Canada Inc., a corporation existing under the laws of Canada (herein called the “Guarantor”), and the Trustee (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the GuarantorsGuarantor, the Trustee and the Holders of the Notes Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Company hereby further agrees, subject will pay to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges Holders such Additional Amounts as may become payable under Section 907 of the United Mexican States (Base Indenture. On or any political subdivision before each Interest Payment Date, the Company shall deliver or taxing authority thereof or therein) shall at any time cause to be required by such jurisdiction or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor delivered to the Company (a “Successor Jurisdiction”)) Trustee or the Paying Agent an amount in respect U.S. dollars sufficient to pay the amount due on such payment date. To guarantee the due and punctual payment of any the principal and interest on the Notes and all other amounts to be paid payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has fully and unconditionally guaranteed the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to the terms of the Indenture. The Guarantor will pay to the Holders such Additional Amounts as may become payable under Section 704 of the Supplemental Indenture. The Notes will be subject to redemption as a whole, but not in part, at the option of the Company at any time, on not less than 30 nor more than 60 days’ prior written notice, at 100% of the principal amount plus accrued and unpaid interest thereon to the Redemption Date, in the event the Company or the Guarantor, as the case may be, has become or would become obligated to pay, on the next date on which any amount would be payable in respect of the Notes or the Guarantee, as applicable, any Additional Amounts as a result of certain changes affecting Canadian withholding taxes on or after the Issue Date. In the case of any redemption of Notes, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of record of such Notes, or one or more Predecessor Securities, at the close of business on the relevant Regular Record Date referred to on the face hereof. Notes (or portions thereof), for whose redemption and payment provision is made in accordance with the Indenture, shall cease to bear interest from and after the Redemption Date. In the event of redemption of this Note in part only, a replacement Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default (other than an Event of Default resulting from a Change in Control Triggering Event which is cured in accordance with Section 404 of the Supplemental Indenture by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. In addition, it shall be an Event of Default under the Indenture if a Change in Control Triggering Event occurs on or prior to the Maturity of the Notes (subject to the aforesaid cure provisions). Following such an Event of Default the principal amount of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture unless the Company (or a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Notes and purchases the Notes for the Change in Control Purchase Price in cash on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event from a Holder who delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any Change in Control Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the terms and provisions of the Indenture. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of 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. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable on the Security Register, upon surrender of this Note for registration of transfer at the Corporate Trust Office of the Trustee or any other office or agency of the Company designated pursuant to the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more replacement Notes of any authorized denomination or denominations, of a like aggregate principal amount and containing identical terms and provisions, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of U.S.$2,000 or integral multiples of U.S.$1,000 in excess thereof. No service charge shall be made for any registration of transfer or exchange or redemption of Notes, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes except as otherwise provided, whether or not this Note be overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. As used in this Note, “Taxesthree-month LIBOR” means, for any Interest Determination Date, the offered rate for deposits in the London interbank market in U.S. dollars having an index maturity of three months, as such rate appears on Bloomberg L.P.’s page “BBAM” (or such other page as may replace the BBAM page on that service (or any successor service)) as of approximately 11:00 a.m., London time, on such Interest Determination Date. If, on an Interest Determination Date, such rate does not appear on the BBAM page as of 11:00 a.m., London time, or if the BBAM page is not available on such date, The Bank of New York Mellon, as Calculation Agent (“Calculation Agent”), thenwill obtain such rate from the Reuters page “LIBOR01” (or such other page as may replace the LIBOR01 page on that service (or any successor service)). With respect to an Interest Determination Date on which no rate appears on either the LIBOR01 page or the BBAM page as of approximately 11:00 a.m., unless the Company pays the amount of such deduction or withholding directly to the Mexican Government, or is entitled to a credit against such paymentLondon time, the Company Calculation Agent will pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) determine three-month LIBOR as may be necessary in order that the net amounts paid to the Holder of such Note who, with respect to any such Tax after such deduction or withholding (including any withholding or deduction imposed on Additional Amounts), shall be not less than the amounts specified in such Note to which such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account offollows:

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its Senior Secured Notes due 2007 (herein called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, issued under an Indenture, dated as of August 11June 28, 2004 2012 (herein called the “Base Indenture”), by and among between the Company, the Guarantors Company and The Bank of New YorkYork Mellon, as trustee Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Security Registrar, Paying Agent and Transfer Agent, as supplemented by the Fifth Supplemental Indenture dated as of December 5, 2012 (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, the Trustee, The Bank of New York Mellon, London Branch, as London Paying Agent and all indentures supplemental thereto The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Company hereby further agreesterms, subject conditions and provisions of this Note are those stated in the Indenture (including those made a part of the Indenture by reference to the limitations Trust Indenture Act) and exceptions those set forth belowin this Note. This Note is one of the series designated on the face hereof. Additional notes on terms and conditions identical to those of this Note (except for issue date, issue price and the date from which interest shall accrue and, if applicable, first be paid) 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 which case the Schedule of Increases and Decreases in Global Note attached hereto will be correspondingly adjusted. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture or of the Notes) payment of principal and premium, if any, or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or at the Stated Maturity, as the case may be; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. 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. All payments of principal, premium, if any any, and interest in respect of the Notes shall be made after withholding or deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges of the United Mexican States (whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Mexico or any political subdivision authority therein or taxing authority thereof having power to tax (“Mexican Taxes”). In the event of any withholding or thereindeduction for any Mexican Taxes, the Company shall pay such additional interest (“Additional Interest”) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or as will result in receipt by the jurisdiction Holders of incorporation, seat Notes on the respective due dates of management such amounts as would have been received by them had no such withholding or residence deduction (including for tax purposes of any successor to the Company (a “Successor Jurisdiction”)) Mexican Taxes payable in respect of any amounts to Additional Interest) been required, except that no such Additional Interest shall be paid by the Company under the Notes (“Taxes”), then, unless the Company pays the amount of such deduction or withholding directly to the Mexican Government, or is entitled to a credit against such payment, the Company will pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holder of such Note who, payable with respect to any such Tax after such deduction or withholding (including any withholding or deduction imposed payment on Additional Amounts), shall be not less than the amounts specified in such a Note to which such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account ofextent:

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its Senior Secured Notes due 2007 (herein called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, issued under an the Indenture, dated as of August 11June 28, 2004 2012 (herein called the “Base Indenture”), by and among between the Company, the Guarantors Company and The Bank of New YorkYork Mellon, as trustee Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Security Registrar, Paying Agent and Transfer Agent, as supplemented by the Thirteenth Supplemental Indenture dated as of March 10, 2016 (the “Thirteenth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, the Trustee, The Bank of New York Mellon, London Branch, as London Paying Agent, and all indentures supplemental thereto The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Company hereby further agreesterms, subject conditions and provisions of this Note are those stated in the Indenture (including those made a part of the Indenture by reference to the limitations Trust Indenture Act) and exceptions those set forth belowin this Note. This Note is one of the series designated on the face hereof. Additional notes on terms and conditions identical to those of this Note (except for issue date, issue price and the date from which interest shall accrue and, if applicable, the date on which interest will first be paid) 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 which case the Schedule of Increases and Decreases in Global Note attached hereto will be correspondingly adjusted. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture or of the Notes) payment of principal and premium, if any, or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or at the Stated Maturity, as the case may be; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. In the event of redemption of this Note in part only, a new Note or Notes 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. If an Event of Default with respect to the 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. All payments of principal, premium, if any any, and interest in respect of the Notes shall be made after withholding or deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges of the United Mexican States (whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Mexico or any political subdivision authority therein or taxing authority thereof having power to tax (“Mexican Taxes”). In the event of any withholding or thereindeduction for any Mexican Taxes, the Company shall pay such additional interest (“Additional Interest”) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or as will result in receipt by the jurisdiction Holders of incorporation, seat Notes on the respective due dates of management such amounts as would have been received by them had no such withholding or residence deduction (including for tax purposes of any successor to the Company (a “Successor Jurisdiction”)) Mexican Taxes payable in respect of any amounts to Additional Interest) been required, except that no such Additional Interest shall be paid by the Company under the Notes (“Taxes”), then, unless the Company pays the amount of such deduction or withholding directly to the Mexican Government, or is entitled to a credit against such payment, the Company will pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holder of such Note who, payable with respect to any such Tax after such deduction or withholding (including any withholding or deduction imposed payment on Additional Amounts), shall be not less than the amounts specified in such a Note to which such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account ofextent:

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its 10 3/8% [Series B]* Senior Secured Subordinated Notes due 2007 2006 (herein called the “"Notes”"), limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $508,703,356200,000,000, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, which may be issued under an indenture (the "Indenture, ") dated as of August 11September 30, 2004 (herein called 1996 between the “Indenture”), by Company and among the Company, the Guarantors and The Bank of New YorkMarine Midland Bank, as trustee (herein called the “"Trustee,” ", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Company hereby further agreesindebtedness evidenced by the Notes is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness as defined in the Indenture, and this Note is issued subject to such provisions. Each Holder of this Note, by accepting the limitations same, (a) agrees to and exceptions shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee his attorney-in-fact for such purpose. On or before each payment date, the Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in dollars sufficient to pay the amount due on such payment date. The Notes are subject to redemption upon not less than 30 nor more than 60 days', written notice, at any time on and after October 1, 2001, as a whole or in part, at the election of the Company, at a Redemption Price equal to the percentage of the principal amount set forth below, that plus, in each case, accrued and unpaid interest, if any deduction or withholding for any present or future taxesany, dutiesto the applicable Redemption Date, leviesif redeemed during the twelve month period beginning October 1, imposts, assessments or other governmental charges of the United Mexican States (or any political subdivision or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor to the Company (a “Successor Jurisdiction”)) in respect of any amounts to be paid by the Company under the Notes (“Taxes”), then, unless the Company pays the amount of such deduction or withholding directly to the Mexican Government, or is entitled to a credit against such payment, the Company will pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holder of such Note who, with respect to any such Tax after such deduction or withholding (including any withholding or deduction imposed on Additional Amounts), shall be not less than the amounts specified in such Note to which such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of:years indicated below: Redemption Year Price ---- -----

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its Senior Secured Notes due 2007 (herein called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, issued under an Indenture, dated as of August 11June 28, 2004 2012 (herein called the “Base Indenture”), by and among between the Company, the Guarantors Company and The Bank of New YorkYork Mellon, as trustee Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Security Registrar, Paying Agent and Transfer Agent, as supplemented by the Sixth Supplemental Indenture dated as of July 22, 2013 (the “Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, the Trustee, The Bank of New York Mellon, London Branch, as London Paying Agent, and all indentures supplemental thereto The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Company hereby further agreesterms, subject conditions and provisions of this Note are those stated in the Indenture (including those made a part of the Indenture by reference to the limitations Trust Indenture Act) and exceptions those set forth belowin this Note. This Note is one of the series designated on the face hereof. Additional notes on terms and conditions identical to those of this Note (except for issue date, issue price and the date from which interest shall accrue and, if applicable, first be paid) 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 which case the Schedule of Increases and Decreases in Global Note attached hereto will be correspondingly adjusted. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture or of the Notes) payment of principal and premium, if any, or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or at the Stated Maturity, as the case may be; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. In the event of redemption of this Note in part only, a new Note or Notes 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. 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. All payments of principal, premium, if any any, and interest in respect of the Notes shall be made after withholding or deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges of the United Mexican States (whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Mexico or any political subdivision authority therein or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for having power to tax purposes of any successor to the Company (a “Successor Jurisdiction”)) in respect of any amounts to be paid by the Company under the Notes (“Mexican Taxes”), then, unless . In the Company pays the amount event of such any withholding or deduction or withholding directly to the for any Mexican Government, or is entitled to a credit against such paymentTaxes, the Company will shall pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary will result in order that receipt by the net amounts paid to Holders of Notes on the Holder respective due dates of such Note whoamounts 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 such Tax after such deduction or withholding (including any withholding or deduction imposed payment on Additional Amounts), shall be not less than the amounts specified in such a Note to which such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account ofextent:

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its Senior Secured Notes due 2007 5.00% SENIOR NOTES DUE 2029 (herein called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, issued under an indenture (as the same may from time to time be supplemented or amended (other than by a Series Supplement), herein called the “Base Indenture, ”) dated as of August 116, 2004 (herein called 2008, between the “Indenture”), by and among the Company, the Guarantors Company and The Bank of New YorkYork Mellon, as trustee (herein called the “Trustee,” ”, which term includes any successor trustee thereunder), as supplemented and amended by the Nineteenth Supplemental Indenture dated as of February 9, 2024, among the Company, as issuer of the Notes, the Trustee and Xxxxxx Communications Canada Inc., a corporation organized under the laws of Canada (“RCCI”), as Guarantor, (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the GuarantorsRCCI, the Trustee and the Holders of the Notes Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Payment of the principal of (and premium, if any) and interest on this Note will be made in United States dollars. The Company hereby further agrees, subject will pay to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges Holders such Additional Amounts as may become payable under Section 907 of the United Mexican States (Base Indenture. On or any political subdivision before each Interest Payment Date, the Company shall deliver or taxing authority thereof or therein) shall at any time cause to be required by such jurisdiction or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor delivered to the Company (a “Successor Jurisdiction”)) Trustee or the Paying Agent an amount in respect U.S. dollars sufficient to pay the amount due on such payment date. To guarantee the due and punctual payment of any the principal and interest on the Notes and all other amounts to be paid payable by the Company under the Indenture and the Notes (“Taxes”)when and as the same shall be due and payable, thenwhether at maturity, unless the Company pays the amount of such deduction by acceleration or withholding directly otherwise, according to the Mexican Governmentterms of the Notes and the Indenture, or is entitled RCCI has fully and unconditionally guaranteed the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to a credit against such payment, the Company terms of the Indenture. RCCI will pay in cash to the Holder of a Note Holders such additional amounts (“Additional Amounts”) Amounts as may become payable under Section 704 of the Supplemental Indenture. The Notes will be necessary in order that the net amounts paid subject to the Holder of such Note who, with respect to any such Tax after such deduction or withholding (including any withholding or deduction imposed on Additional Amounts), shall be redemption upon not less than 10 nor more than 60 days’ prior notice at any time and from time to time, as a whole or in part, in amounts of U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof, at the amounts specified option of the Company: (i) prior to the Par Call Date, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, and (2) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes to be redeemed are scheduled to mature on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus the Applicable Basis Points less (b) accrued and unpaid interest on the Notes to be redeemed to the Redemption Date, plus, in such Note either case, accrued and unpaid interest thereon to which such Holder would have received if such Taxes had not been withheld or deducted; providedthe Redemption Date, howeverand (ii) commencing on the Par Call Date, that at a Redemption Price equal to 100% of the Company shall not principal amount of the Notes to be required redeemed plus accrued and unpaid interest thereon to make any payment of Additional Amounts for or on account of:the applicable Redemption Date.

Form of Reverse of Note. MONTEREY MANAGEMENT, INC. 13.0% SENIOR SUBORDINATED NOTE DUE 2001 This Note is one of a duly authorized issue of the Notes of the Company designated as its 13.0% Senior Secured Notes due 2007 Subordinated Note Due 2001 (herein called the “"Notes”"), limited in aggregate principal amount to $508,703,356, except for Additional Notes 8,000,000 issued and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, be issued under an Indenture, Indenture dated as of August 11October 17, 2004 1994 (herein hereinafter called the “"Indenture”"), by and among the Company, the Guarantors and The Bank of New YorkMonterey Homes Corporation, as trustee guarantor (herein called "Guarantor") The Indenture permits, with certain exceptions, as therein provided, the “Trustee,” which term includes any successor trustee under amendment thereof and the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement modification of the respective rights, limitations of rights, duties rights and immunities thereunder obligations of the Company, the GuarantorsGuarantor, and the Trustee and rights of the Holders of the Notes under the Indenture at any time by the Company and the Guarantor, with the consent of the Holders of a majority in aggregate principal amount of the Notes at the time Outstanding, as defined in the Indenture. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Notes at the time Outstanding, as defined in the Indenture, on behalf of the Holders of all the Notes, to waive compliance by the Company or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. The Indenture also contains provisions with certain exceptions, as therein provided, which permit the amendment thereof in order to correct certain matters without the consent of the Holders. 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 terms registration or transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provisions of this Note or of the Indenture shall alter or impair the obligation of the Company or the Guarantor, which is absolute and unconditional, to pay the Notes areprincipal of (and premium if any) and interest on this Note at the times, places and rate, and are in the coin and currency, herein prescribed. As provided in the Indenture and subject to becertain limitations therein set forth, authenticated this Note is transferable on the Note Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company to be maintained for that purpose in Phoenix, Arizona, or at such other office or agency as may be established by the Company for such purpose pursuant to the Indenture, duly endorsed by, or accompanied by written instrument of transfer in form satisfactory to the Company and deliveredthe Note Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Company hereby further agrees, subject to has appointed the limitations Trustee as the Note Registrar and exceptions set forth below, that if any deduction or withholding Paying Agent for any present or future taxes, duties, levies, imposts, assessments or other governmental charges the Notes. The Notes may be redeemed at the option of the United Mexican States Company, in whole or in part (or in any political subdivision or taxing authority thereof or therein) shall integral multiple of $1,000), at any time be required by such jurisdiction on or any such political subdivision or taxing authority (or by the jurisdiction of incorporationafter October 15, seat of management or residence for tax purposes of any successor to the Company (a “Successor Jurisdiction”)) in respect of any amounts to be paid by the Company under the Notes (“Taxes”)1998, then, unless the Company pays the amount of such deduction or withholding directly to the Mexican Government, or is entitled to a credit against such payment, the Company will pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holder of such Note who, with respect to any such Tax after such deduction or withholding (including any withholding or deduction imposed on Additional Amounts), shall be not less than 30 days, nor more than 60 days, notice mailed to the amounts specified in such Note registered Holders thereof at their last registered addresses, at the following redemption prices (expressed as percentages of the principal amount), together with accrued and unpaid interest to which such Holder would have received and including the date fixed for redemption, if such Taxes had not been withheld or deducted; provided, however, that redeemed during the Company shall not be required to make any payment 12-month period beginning October 15 of Additional Amounts for or on account of:the following years: Years Redemption Price 1998 106.500% 1999 103.250% 2000 and thereafter 100.0%

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company designated as its Senior Secured [-]% Notes due 2007 Due 2009 (herein called the “"Notes”"), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture[-], issued under an Indenture, dated as of August 11[-], 2004 2002 (herein called the “"Indenture”"), by and among between the Company, the Guarantors Company and The Bank of New York, as trustee Trustee (herein called the “"Trustee,” ", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Company hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges of the United Mexican States (or any political subdivision or taxing authority thereof or therein) shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor to the Company (a “Successor Jurisdiction”)authority) in respect of any amounts to be paid by the Company under the Notes (“Taxes”)Notes, then, unless the Company pays the amount of such deduction or withholding directly to the Mexican Government, or is entitled to a credit against such payment, then the Company will pay in cash to the Holder of a Note as additional interest such additional amounts (“"Additional Amounts”") as may be necessary in order that the net amounts paid to the Holder of such Note who, with respect to any such Tax tax, assessment, or other governmental charge, is not resident in such jurisdiction, after such deduction or withholding (including any withholding or deduction imposed on Additional Amounts)withholding, shall be not less than the amounts specified in such Note to which such Holder would have received if such Taxes had not been withheld or deductedis entitled; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of:

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its Senior Secured Notes due 2007 issued in one or more series (herein called the “NotesSecurities”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, issued ) under an Indenture, dated as of August 11December 3, 2004 2003 (herein called the “Original Indenture,” which term shall have the meaning assigned to it in such instrument), as supplemented by a First Supplemental Indenture dated as of December 3, 2003 (herein called the “First Supplemental Indenture”), by and among the Company, the Guarantors Guarantor and The Deutsche Bank of New YorkTrust Company Americas, as trustee Trustee (herein called the “Trustee,” which term includes any successor trustee under the Original Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Original Indenture, as supplemented by the First Supplemental Indenture, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the GuarantorsGuarantor, the Trustee and the Holders of the Notes Securities and of the terms upon which the Notes Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof (herein called the “Notes”), initially limited in aggregate principal amount to $200,000,000. The Company hereby further agreesfull and punctual payment of the principal, subject premium, if any, and interest and all other amounts payable under this Note is irrevocably and unconditionally guaranteed by the Guarantor. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The Original Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to the limitations and exceptions this Security, in each case upon compliance with certain conditions set forth belowin the Original Indenture. 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, that if any and shall be consolidated and form a single series with, the Notes. 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 Original Indenture, as supplemented by the First Supplemental Indenture. All payments of principal and interest in respect of the Notes and the Guaranty shall be made without withholding or deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges of the United Mexican States (whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Brazil, or any political subdivision Successor Jurisdiction or taxing any authority therein or thereof or thereinhaving power to tax (“Withholding Taxes”) shall at any time be except to the extent that such Withholding Taxes are required by Brazil, such jurisdiction Successor Jurisdiction or any such political subdivision authority to be withheld or taxing authority (or by deducted. In the jurisdiction of incorporation, seat of management or residence for tax purposes event of any successor to the Company (a “Successor Jurisdiction”)) in respect of withholding or deduction for any amounts to be paid by the Company under the Notes (“Withholding Taxes”), then, unless the Company pays the amount of such deduction or withholding directly to the Mexican Government, or is entitled to a credit against such payment, the Company will pay in cash or the Guarantor, as the case may be, shall, subject to the Holder of a Note exceptions set forth in the First Supplemental Indenture, 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 Withholding Taxes payable in respect of Additional Amounts) been required. The Company or the Guarantor, as the case may be necessary shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in order any of the foregoing, with respect to the Original Indenture, the First Supplemental Indenture or the issuance of the Notes or the Guaranty. All references herein, in the Original Indenture or in the First Supplemental Indenture, to principal, premium or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal, premium or interest, 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 net amounts paid 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 will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. All references in the Original Indenture, the First Supplemental Indenture and the Notes to principal in respect of any Note who, shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Tax after Redemption Price), and all such deduction references to principal, premium, interest or withholding Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 5.11 of the First Supplemental Indenture. The Notes are subject to redemption upon not less than 30 nor more than 90 days’ notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the First Supplemental Indenture) 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 Brazil 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 any a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the First Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable 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 imposed of Foreign Taxes at the rate of 15 percent. The Company may, at its option, at any time or from time to time, with the proceeds from one or more qualifying equity offerings, redeem up to 35% of the aggregate principal amount of the Notes, at a Redemption Price equal to 111.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, provided that after giving effect to each such redemption at least 65% of the original aggregate principal amount of the Notes remains outstanding. The Original Indenture, as supplemented by a 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 rights of the Holders of the Securities of each series to be affected under the Original Indenture, as supplemented, at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Original Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Original Indenture, as supplemented, on Additional Amounts)behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Original Indenture, as supplemented, and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Original Indenture as supplemented, on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Original Indenture as supplemented by the First 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 Original Indenture, as supplemented by the First Supplemental Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Original Indenture, the First 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 amounts specified Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Note Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to which such Holder would it, and the Trustee shall not have received if from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such Taxes had not been withheld or deducted; providedrequest, howeverand shall have failed to institute any such proceeding, that the Company for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not be required apply to make any suit instituted by the Holder of this Note for the enforcement of any payment of Additional Amounts principal hereof or any interest hereon on or after the respective due dates expressed herein. No reference herein to the Original Indenture or the First Supplemental Indenture and no provision of this Note or of the Original Indenture or the First Supplemental Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Original Indenture and the First Supplemental Indenture and subject to certain limitations therein set forth (including, without limitation, the restrictions on transfer under Sections 2.2 and 2.3 of the First 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 interest on account of:this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof 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, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of [if the Note is not a Restricted Certificated Note, then insert — $1,000 and any multiple thereof] [if the Note is a Restricted Certificated Note, then insert — $100,000 and any integral multiple of $1,000 in excess thereof]. As provided in the Original Indenture, as supplemented by the First 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 may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due surrender 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 Original Indenture and the First Supplemental Indenture relating to Global Notes, including the limitations in Section 2.3 of the First Supplemental Indenture on transfers and exchanges of Global Notes.] This Note, the Original Indenture and the First 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 Original Indenture, as supplemented by the First Supplemental Indenture, shall have the meanings assigned to them in the Original Indenture, as supplemented by the First Supplemental Indenture.

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its 4.70% Senior Secured Notes due 2007 2020 (herein called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, which may be issued under an Indentureindenture (as the same may from time to time be supplemented or amended (other than by a Series Supplement), dated as of August 11, 2004 (herein called the “Base Indenture”)) dated as of May 26, by 2009 between the Company and among the CIBC Mellon Trust Company, the Guarantors and The Bank of New York, as trustee (herein called the “Trustee,” ”, which term includes any successor trustee under thereunder), as supplemented and amended by the Fifth Supplemental Indenture dated as of September 29, 2010 among the Company, Rxxxxx Communications Partnership, an Ontario partnership (the “Guarantor”), and the Trustee (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the GuarantorsGuarantor, the Trustee and the Holders of the Notes Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The On or before each Interest Payment Date, the Company hereby further agrees, subject shall deliver or cause to be delivered to the limitations Trustee or the Paying Agent an amount in Canadian dollars sufficient to pay the amount due on such payment date. To guarantee the due and exceptions set forth below, that if any deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges punctual payment of the United Mexican States (or any political subdivision or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by principal and interest on the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor to the Company (a “Successor Jurisdiction”)) in respect of any Notes and all other amounts to be paid payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has fully and unconditionally guaranteed the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to the terms of the Indenture. The Notes will be subject to redemption upon not less than 30 nor more than 60 days’ prior notice by first-class mail, at any time, as a whole or in part, in amounts of Cdn$1,000 or any integral multiple thereof, at the option of the Company, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, and (2) the Canada Yield Price, in each case plus accrued interest thereon to the Redemption Date. In the case of any redemption of Notes, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of record of such Notes, or one or more Predecessor Securities, at the close of business on the relevant Regular Record Date referred to on the face hereof. Notes (“Taxes”or portions thereof), thenfor whose redemption and payment provision is made in accordance with the Indenture, shall cease to bear interest from and after the Redemption Date. In the event of redemption of this Note in part only, a replacement Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default (other than an Event of Default resulting from a Change in Control Triggering Event which is cured in accordance with Section 404 of the Supplemental Indenture by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. In addition, it shall be an Event of Default under the Indenture if a Change in Control Triggering Event occurs on or prior to the Maturity of the Notes. Following such an Event of Default the principal amount of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture unless the Company pays (or a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Notes and purchases the Notes for the Change in Control Purchase Price in cash on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event from a Holder who delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any Change in Control Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the terms and provisions of the Indenture. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of such deduction or withholding directly the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to the Mexican Government, or is entitled to a credit against such payment, waive compliance by the Company will pay in cash to with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of a this Note shall be conclusive and binding upon such additional amounts (“Additional Amounts”) as may be necessary Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in order that the net amounts paid exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place, and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable on the Security Register, upon surrender of this Note for registration of transfer at the Corporate Trust Office of the Trustee or any other office or agency of the Company designated pursuant to the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more replacement Notes of such Note whoany authorized denomination or denominations, with respect of a like aggregate principal amount and containing identical terms and provisions, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of Cdn$1,000 or any such Tax after such deduction or withholding (including any withholding or deduction imposed on Additional Amounts), integral multiple thereof. No service charge shall be not less than made for any registration of transfer or exchange or redemption of Notes, but the amounts specified Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in such connection with any registration of transfer or exchange. Prior to the time of due presentment of this Note to which such Holder would have received if such Taxes had not been withheld for registration of transfer, the Company, the Trustee and any agent of the Company or deducted; the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes except as otherwise provided, howeverwhether or not this Note be overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 204. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. TRUSTEE’S CERTIFICATE OF AUTHENTICATION CIBC Mellon Trust Company, as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture. CIBC Mellon Trust Company shall not be required to make any payment of Additional Amounts for or on account of:By Authorized Signing Officer ARTICLE THREE THE NOTES

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its Senior Secured Notes due 2007 issued in one or more series (herein called the “NotesSecurities”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, issued ) under an Indenture, dated as of August 11March 8, 2004 2002 (herein called the “Original Indenture”, which term shall have the meaning assigned to it in such instrument), as supplemented by a Second Supplemental Indenture dated as of August 8, 2003 (herein called the “Second Supplemental Indenture”), by and among the Company, the Guarantors Guarantor and The Bank of New YorkJPMorgan Chase Bank, as trustee Trustee (herein called the “Trustee,” ”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Original Indenture, as supplemented by the Second Supplemental Indenture, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the GuarantorsGuarantor, the Trustee and the Holders of the Notes Securities and of the terms upon which the Notes Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof (herein called the “Notes”), initially limited in aggregate principal amount to $300,000,000. The full and punctual payment of the principal, premium, if any, and interest and all other amounts payable under this Note is irrevocably and unconditionally guaranteed by the Guarantor. Additional notes on terms and conditions identical to those of this Note may be issued by the Company hereby further agreeswithout the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, subject and shall be consolidated and form a single series with, the Notes. If an Event of Default or Illegality Event with respect to Notes shall occur and be continuing, the limitations principal of all of the Notes may be declared due and exceptions set forth belowpayable in the manner and with the effect provided in the Original Indenture, that if any as supplemented by the Second Supplemental Indenture. All payments of principal and interest in respect of the Notes shall be made without withholding or deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the United Mexican States (Cayman Islands or Brazil, or any political subdivision Successor Jurisdiction or taxing any authority therein or thereof or thereinhaving power to tax (“Foreign Taxes”) shall at any time be except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such jurisdiction Successor Jurisdiction or any such political subdivision authority to be withheld or taxing authority (or by deducted. In the jurisdiction of incorporation, seat of management or residence for tax purposes event of any successor to the Company (a “Successor Jurisdiction”)) in respect of withholding or deduction for any amounts to be paid by the Company under the Notes (“Foreign Taxes”), then, unless the Company pays the amount of such deduction or withholding directly to the Mexican Government, or is entitled to a credit against such payment, the Company will or the Guarantor, as the case may be, shall pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary will result in order that receipt by the net amounts paid to Holders of Notes on the Holder respective due dates of such Note whoamounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any such Tax after such deduction or withholding (including any withholding or deduction imposed payment on Additional Amounts), shall be not less than the amounts specified in such Note to which such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account ofa Note:

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its Senior Secured Notes due 2007 (herein collectively called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, issued under an Indenture, dated as of August 11September 30, 2004 2009 (herein called the “Base Indenture”), by and ) among the Company, Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the Guarantors and laws of Mexico (herein called the “Guarantor,” which term includes any successor Person under the Indenture), The Bank of New YorkYork Mellon, as trustee Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Security Registrar, Paying Agent and Transfer Agent, as supplemented by the Fourth Supplemental Indenture dated as of March 30, 2010 (herein called the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantor, the Trustee and all indentures supplemental thereto The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent (herein called the “Luxembourg Paying Agent”) and Luxembourg Transfer Agent, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the GuarantorsGuarantor, 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 (except for issue date, issue price and the date from which interest shall accrue and, if applicable, first be paid) may be issued by the Company without the consent of the Holders of the Notes. The Company hereby further agreesamount evidenced by such additional notes shall increase the aggregate principal amount of, subject and shall be consolidated and form a single series with, the Notes, in which case the Schedule of Increases and Decreases in Global Note attached hereto will be correspondingly adjusted. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture or of the Notes) payment of principal and premium, if any, or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or at the Stated Maturity, as the case may be; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. In the event of redemption of this Note in part only, a new Note or Notes 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. If an Event of Default with respect to Notes shall occur and be continuing, the limitations principal of all of the Notes may be declared due and exceptions set forth below, that if any payable in the manner and with the effect provided in the Indenture. All payments of principal and interest in respect of the Notes shall be made after withholding or deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges of the United Mexican States (whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Mexico or any political subdivision authority therein or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for having power to tax purposes of any successor to the Company (a “Successor Jurisdiction”)) in respect of any amounts to be paid by the Company under the Notes (“Mexican Taxes”), then, unless . In the Company pays the amount event of such any withholding or deduction or withholding directly to the for any Mexican Government, or is entitled to a credit against such paymentTaxes, the Company will shall pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary will result in order that receipt by the net amounts paid to Holders of Notes on the Holder respective due dates of such Note whoamounts 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 such Tax after such deduction or withholding (including any withholding or deduction imposed payment on Additional Amounts), shall be not less than the amounts specified in such a Note to which such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account ofextent:

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its Senior Secured Notes due 2007 Issuer (herein called the “Notes”), limited issued and to be issued in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, issued one or more series under an Indenture, dated as of August 11November 21, 2004 2011 (herein called the “Base Indenture”), as supplemented by a Third Supplemental Indenture dated as of September 7, 2012 (herein called the “Third Supplemental Indenture”; the Base Indenture, as supplemented by the Third Supplemental Indenture, the “Indenture”), by and each among the CompanyIssuer, WPP PLC, a public company limited by shares incorporated under the Companies (Jersey) Law 1991 (the “Parent Guarantor”), WPP AIR 1 LIMITED, a company limited by shares incorporated in Ireland, WPP 2008 LIMITED, a private limited company organized and existing under the laws of England and Wales and WPP 2005 LIMITED, a private limited company organized and existing under the laws of England and Wales (collectively, the Guarantors and The Bank of New York“Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors” which term includes any Successor Person under the Indenture), Wilmington Trust, National Association, as trustee Trustee (herein called the “Trustee,” ”, which term includes any successor trustee under the Indenture), to which Indenture Citibank, N.A., as Security Registrar and all indentures supplemental thereto Principal Paying Agent, and Citibank, N.A., London Branch, as a Paying Agent, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the CompanyIssuer, the Guarantors, the Trustee Trustee, the Agents 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. Capitalized terms used herein but not defined shall have the respective meanings assigned to them in the Indenture. The Company hereby further agrees, interest rate payable on the Notes shall be subject to adjustments from time to time if either Xxxxx’x or S&P, or in either case, a Substitute Rating Agency thereof, downgrades (or subsequently upgrades) the limitations and exceptions rating assigned to the Notes, in the manner described below. If the rating of the Notes from Xxxxx’x or any Substitute Rating Agency thereof is decreased to a rating set forth belowin the immediately following table, the interest rate on the Notes shall increase from the interest rate payable on the Notes on the Issue Date by the percentage points set forth below opposite that if rating: Xxxxx’x Rating* Percentage Points Ba1 0.25 Ba2 0.50 Ba3 0.75 B1 or below 1.00 * Including the equivalent ratings of any deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges Substitute Rating Agency. If the rating of the United Mexican States Notes from S&P or any Substitute Rating Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on the Notes shall increase from the interest rate payable on the Notes on the Issue Date by the percentage points set forth below opposite that rating: S&P Rating* Percentage Points BB+ 0.25 BB 0.50 BB- 0.75 B+ or below 1.00 * Including the equivalent ratings of any Substitute Rating Agency. If, at any time, the interest rate on the Notes has been adjusted upward and either Xxxxx’x or S&P (or, in either case, a Substitute Rating Agency thereof), as the case may be, subsequently increases its rating of the Notes to any of the ratings set forth in the tables above, the interest rate on the Notes shall be decreased such that the interest rate for the Notes equals the interest rate payable on the Notes on the Issue Date plus the applicable percentage points set forth opposite the ratings in the tables above in effect immediately following the ratings increase. If Xxxxx’x or any Substitute Rating Agency thereof subsequently increases its rating of the Notes to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher and S&P or any political subdivision Substitute Rating Agency thereof increases its rating to BBB- (or taxing authority thereof its equivalent, in the case of a Substitute Rating Agency) or therein) higher, the interest rate on the Notes shall at any time be decreased to the interest rate payable on the Notes on the Issue Date. Each adjustment required by such jurisdiction any decrease or any such political subdivision or taxing authority (or increase in a rating set forth above, whether occasioned by the jurisdiction action of incorporationXxxxx’x or S&P (or, seat of management or residence for tax purposes of in either case, any successor to the Company (a “Successor Jurisdiction”)) in respect of any amounts to be paid by the Company under the Notes (“Taxes”), then, unless the Company pays the amount of such deduction or withholding directly to the Mexican Government, or is entitled to a credit against such payment, the Company will pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holder of such Note who, with respect to any such Tax after such deduction or withholding (including any withholding or deduction imposed on Additional AmountsSubstitute Rating Agency thereof), shall be not made independent of any and all other adjustments. In no event shall (i) the interest rate on the Notes be reduced to below the interest rate payable on the Notes on the Issue Date or (ii) the total increase in the interest rate on the Notes exceed 2.00 percentage points above the interest rate payable on the Notes on the Issue Date. No adjustments in the interest rate of the Notes shall be made solely as a result of a Rating Agency ceasing to provide a rating of the Notes. If, at any time, less than two Rating Agencies provide a rating of the amounts specified Notes for any reason beyond the Issuer’s control, the Issuer shall use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the table above (x) such Substitute Rating Agency shall be substituted for the last Rating Agency to provide a rating of the Notes but which has since ceased to provide such rating, (y) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt shall be determined in good faith by an independent investment banking institution of national standing appointed by the Issuer and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Xxxxx’x or S&P, as applicable, in such Note to which table and (z) the interest rate on the Notes shall increase or decrease, as the case may be, such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company interest rate equals the interest rate payable on the Notes on the Issue Date plus the appropriate percentage points, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (y) above) (plus any applicable percentage points resulting from a decreased rating by the other Rating Agency). For so long as only one Rating Agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by such Rating Agency shall not be required twice the percentage points set forth in the applicable table above. For so long as no Rating Agency provides a rating of the Notes, the interest rate on the Notes shall increase to, or remain at, as the case may be, 2.00 percentage points above the interest rate payable on the Notes on the Issue Date. The interest rate on the Notes shall permanently cease to make be subject to any payment adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both Rating Agencies) if the Notes become rated A2 and A (or its equivalent, in the case of Additional Amounts a Substitute Rating Agency) or higher by Xxxxx’x and S&P, respectively (or, in either case, any Substitute Rating Agency thereof), or one of these ratings if the Notes are only rated by one Rating Agency. Any interest rate increase or decrease described herein shall take effect from the first day of the interest period during which a rating change requires an adjustment in the interest rate. If Xxxxx’x or S&P or any Substitute Rating Agency thereof changes its rating of the Notes more than once during any particular interest period, the last change by such agency during such period shall control for purposes of any interest rate increase or on account of:decrease with respect to the Notes described above relating to such Rating Agency’s action.

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its Senior Secured Notes due 2007 (herein collectively called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, issued under an Indenture, dated as of August 11September 30, 2004 2009 (herein called the “Base Indenture”), by and ) among the Company, Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the Guarantors and laws of Mexico (herein called the “Guarantor,” which term includes any successor Person under the Indenture), The Bank of New YorkYork Mellon, as trustee Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Security Registrar, Paying Agent and Transfer Agent, as supplemented by the Second Supplemental Indenture dated as of March 30, 2010 (herein called the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantor, the Trustee and all indentures supplemental thereto The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent (herein called the “Luxembourg Paying Agent”) and Luxembourg Transfer Agent, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the GuarantorsGuarantor, 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 (except for issue date, issue price and the date from which interest shall accrue and, if applicable, first be paid) may be issued by the Company without the consent of the Holders of the Notes. The Company hereby further agreesamount evidenced by such additional notes shall increase the aggregate principal amount of, subject and shall be consolidated and form a single series with, the Notes, in which case the Schedule of Increases and Decreases in Global Note attached hereto will be correspondingly adjusted. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture or of the Notes) payment of principal and premium, if any, or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or at the Stated Maturity, as the case may be; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. In the event of redemption of this Note in part only, a new Note or Notes 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. If an Event of Default with respect to Notes shall occur and be continuing, the limitations principal of all of the Notes may be declared due and exceptions set forth below, that if any payable in the manner and with the effect provided in the Indenture. All payments of principal and interest in respect of the Notes shall be made after withholding or deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges of the United Mexican States (whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Mexico or any political subdivision authority therein or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for having power to tax purposes of any successor to the Company (a “Successor Jurisdiction”)) in respect of any amounts to be paid by the Company under the Notes (“Mexican Taxes”), then, unless . In the Company pays the amount event of such any withholding or deduction or withholding directly to the for any Mexican Government, or is entitled to a credit against such paymentTaxes, the Company will shall pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary will result in order that receipt by the net amounts paid to Holders of Notes on the Holder respective due dates of such Note whoamounts 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 such Tax after such deduction or withholding (including any withholding or deduction imposed payment on Additional Amounts), shall be not less than the amounts specified in such a Note to which such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account ofextent:

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its 10-1/4% [Series B]* Senior Secured Subordinated Notes due 2007 (herein called the “"Notes”"), limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $508,703,356101,000,000, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, which may be issued under an indenture (the "Indenture, ") dated as of August 11July 1, 2004 (herein called the “Indenture”), by and among 1997 between the Company, Citadel License, Inc., as guarantor (the Guarantors "Subsidiary Notes Guarantor"), and The Bank of New York, as trustee (herein called the “"Trustee,” " which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the GuarantorsSubsidiary Notes Guarantor, the Trustee and the Holders of the Notes Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is subordinated to the prior payment in full of all Senior Debt in the manner and to the extent set forth in Article Fourteen of the Indenture. On or before each payment date, the Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in dollars sufficient to pay the amount due on such payment date. The Company hereby further agrees, Notes shall be redeemable (subject to contractual and other restrictions with respect thereto and to the limitations and exceptions legal availability of funds therefor) at the election of the Company, as a whole or from time to time in part, at any time on or after July 1, 2002 on not less than 30 nor more than 60 days' prior notice, at the redemption prices (expressed as percentages of the principal amount thereof) set forth below, that together with accrued and unpaid interest, if any deduction or withholding for any present or future taxesany, dutiesto the redemption date, levies, imposts, assessments or other governmental charges if redeemed during the 12-month period beginning on July 1 of the United Mexican States years indicated below (or any political subdivision or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor subject to the Company (a “Successor Jurisdiction”)) in respect right of any amounts Holders of record on the relevant record date to be paid by the Company under the Notes (“Taxes”), then, unless the Company pays the amount of such deduction or withholding directly to the Mexican Government, or is entitled to a credit against such payment, the Company will pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holder of such Note who, with respect to any such Tax after such deduction or withholding (including any withholding or deduction imposed receive interest due on Additional Amounts), shall be not less than the amounts specified in such Note to which such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of:an Interest Payment Date):

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its 3.00% Senior Secured Notes due 2007 2017 (herein called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, which may be issued under an Indentureindenture (as the same may from time to time be supplemented or amended (other than by a Series Supplement), dated as of August 11, 2004 (herein called the “Base Indenture”)) dated as of May 26, by 2009 between the Company and among the CIBC Mellon Trust Company, the Guarantors and The Bank of New York, as trustee (herein called the “Trustee,” ”, which term includes any successor trustee under thereunder), as supplemented and amended by the Eighth Supplemental Indenture dated as of June 4, 2012 among the Company, Xxxxxx Communications Partnership, an Ontario partnership (the “Guarantor”), and the Trustee (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the GuarantorsGuarantor, the Trustee and the Holders of the Notes Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The On or before each Interest Payment Date, the Company hereby further agrees, subject shall deliver or cause to be delivered to the limitations Trustee or the Paying Agent an amount in Canadian dollars sufficient to pay the amount due on such payment date. To guarantee the due and exceptions set forth below, that if any deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges punctual payment of the United Mexican States (or any political subdivision or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by principal and interest on the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor to the Company (a “Successor Jurisdiction”)) in respect of any Notes and all other amounts to be paid payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has fully and unconditionally guaranteed the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to the terms of the Indenture. The Notes will be subject to redemption upon not less than 30 nor more than 60 days’ prior notice by first-class mail, at any time, as a whole or in part, in amounts of Cdn$1,000 or any integral multiple thereof, at the option of the Company, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, and (2) the Canada Yield Price, in each case plus accrued interest thereon to the Redemption Date. In the case of any redemption of Notes, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of record of such Notes, or one or more Predecessor Securities, at the close of business on the relevant Regular Record Date referred to on the face hereof. Notes (“Taxes”or portions thereof), thenfor whose redemption and payment provision is made in accordance with the Indenture, shall cease to bear interest from and after the Redemption Date. In the event of redemption of this Note in part only, a replacement Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default (other than an Event of Default resulting from a Change in Control Triggering Event which is cured in accordance with Section 404 of the Supplemental Indenture by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. In addition, it shall be an Event of Default under the Indenture if a Change in Control Triggering Event occurs on or prior to the Maturity of the Notes. Following such an Event of Default the principal amount of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture unless the Company pays (or a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Notes and purchases the Notes for the Change in Control Purchase Price in cash on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event from a Holder who delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any Change in Control Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the terms and provisions of the Indenture. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of such deduction or withholding directly the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to the Mexican Government, or is entitled to a credit against such payment, waive compliance by the Company will pay in cash to with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of a this Note shall be conclusive and binding upon such additional amounts (“Additional Amounts”) as may be necessary Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in order that the net amounts paid exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place, and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable on the Security Register, upon surrender of this Note for registration of transfer at the Corporate Trust Office of the Trustee or any other office or agency of the Company designated pursuant to the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more replacement Notes of such Note whoany authorized denomination or denominations, with respect of a like aggregate principal amount and containing identical terms and provisions, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of Cdn$1,000 or any such Tax after such deduction or withholding (including any withholding or deduction imposed on Additional Amounts), integral multiple thereof. No service charge shall be not less than made for any registration of transfer or exchange or redemption of Notes, but the amounts specified Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in such connection with any registration of transfer or exchange. Prior to the time of due presentment of this Note to which such Holder would have received if such Taxes had not been withheld for registration of transfer, the Company, the Trustee and any agent of the Company or deducted; the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes except as otherwise provided, howeverwhether or not this Note be overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 204. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. TRUSTEE’S CERTIFICATE OF AUTHENTICATION CIBC Mellon Trust Company, as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture. CIBC Mellon Trust Company shall not be required to make any payment of Additional Amounts for or on account of:By /s/ Authorized Signing Officer ARTICLE THREE THE NOTES

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company Issuer designated as its Senior Secured 8.25% Guaranteed Subordinated Notes due 2007 December 23, 2032 (herein called the “Notes”), initially limited in aggregate principal amount to $508,703,356200,000,000, except for Additional Notes issued and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, be issued under an Indenture, dated as of August 11December 23, 2004 2002 (herein called the “Indenture”), by and among the CompanyIssuer, a société anonyme incorporated under the Guarantors laws of Luxembourg, Converium AG and The Bank of New YorkConverium Holding AG, corporations incorporated under Swiss law (herein called the “Guarantors”, which term includes any successor Person under the Indenture referred to herein), and JPMorgan Chase Bank, as trustee Trustee (herein called the “Trustee,” ”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the CompanyIssuer, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Company hereby further agreesIn the event of a liquidation, subject to the limitations and exceptions set forth below, that if any deduction winding up or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges dissolution of the United Mexican States (Issuer, or any political subdivision other similar proceedings affecting the Issuer or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by its assets, the jurisdiction claims of incorporation, seat of management or residence for tax purposes of any successor Holders to the Company (a “Successor Jurisdiction”)) in respect of any amounts to be paid by the Company payments under the Notes (“Taxes”)i) is subordinated to, thenand subject in right of payment to, unless the Company pays prior payment in full of all Issuer Senior Creditors and (ii) will rank equally with the amount holders of such deduction the Issuer’s existing or withholding directly future unsecured, subordinated obligations that are expressed to rank equally with the Notes and any other parity securities of the Issuer then outstanding and (iii) will rank in priority to the Mexican Government, Issuer’s creditors that are within the Group and to all holders of the Issuer’s share capital and to all the holders of the Issuer’s existing or is entitled future securities or obligations that are expressed to a credit against such payment, the Company will pay in cash rank junior as to payments to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holder of such Note who, with respect to any such Tax after such deduction or withholding (including any withholding or deduction imposed on Additional Amounts), shall be not less than the amounts specified in such Note to which such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of:Notes.

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its 4.50% Senior Secured Notes due 2007 2043 (herein called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, which may be issued under an indenture (as the same may from time to time be supplemented or amended (other than by a Series Supplement), herein called the “Base Indenture, ”) dated as of August 116, 2004 (herein called 2008 between the “Indenture”), by and among the Company, the Guarantors Company and The Bank of New YorkYork Mellon, as trustee (herein called the “Trustee,” ”, which term includes any successor trustee under thereunder), as supplemented and amended by the Fourth Supplemental Indenture dated as of March 7, 2013 among the Company, Xxxxxx Communications Partnership, an Ontario partnership (herein called the “Guarantor”), and the Trustee (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the GuarantorsGuarantor, the Trustee and the Holders of the Notes Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Company hereby further agrees, subject will pay to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges Holders such Additional Amounts as may become payable under Section 907 of the United Mexican States (Base Indenture. On or any political subdivision before each Interest Payment Date, the Company shall deliver or taxing authority thereof or therein) shall at any time cause to be required by such jurisdiction or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor delivered to the Company (a “Successor Jurisdiction”)) Trustee or the Paying Agent an amount in respect U.S. dollars sufficient to pay the amount due on such payment date. To guarantee the due and punctual payment of any the principal and interest on the Notes and all other amounts to be paid payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has fully and unconditionally guaranteed the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to the terms of the Indenture. The Guarantor will pay to the Holders such Additional Amounts as may become payable under Section 704 of the Supplemental Indenture. The Notes will be subject to redemption upon not less than 30 nor more than 60 days’ prior notice by first-class mail, at any time, as a whole or in part, in amounts of U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof, at the option of the Company: (i) prior to the date that is six months prior to the date of Maturity of the Notes, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, and (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of the payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 20 basis points, in each case plus accrued and unpaid interest thereon to the Redemption Date, and (ii) commencing on the date that is six months prior to the date of Maturity of the Notes, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to the applicable Redemption Date. The Notes will also be subject to redemption as a whole, but not in part, at the option of the Company at any time, on not less than 30 nor more than 60 days’ prior written notice, at 100% of the principal amount plus accrued and unpaid interest thereon to the Redemption Date, in the event the Company or the Guarantor, as the case may be, has become or would become obligated to pay, on the next date on which any amount would be payable in respect of the Notes or the Guarantee, as applicable, any Additional Amounts as a result of certain changes affecting Canadian withholding taxes on or after the Issue Date. In the case of any redemption of Notes, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of record of such Notes, or one or more Predecessor Securities, at the close of business on the relevant Regular Record Date referred to on the face hereof. Notes (“Taxes”or portions thereof), thenfor whose redemption and payment provision is made in accordance with the Indenture, shall cease to bear interest from and after the Redemption Date. In the event of redemption of this Note in part only, a replacement Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default (other than an Event of Default resulting from a Change in Control Triggering Event which is cured in accordance with Section 404 of the Supplemental Indenture by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. In addition, it shall be an Event of Default under the Indenture if a Change in Control Triggering Event occurs on or prior to the Maturity of the Notes (subject to the aforesaid cure provisions). Following such an Event of Default the principal amount of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture unless the Company pays (or a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Notes and purchases the Notes for the Change in Control Purchase Price in cash on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event from a Holder who delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any Change in Control Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the terms and provisions of the Indenture. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of such deduction or withholding directly the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to the Mexican Government, or is entitled to a credit against such payment, waive compliance by the Company will pay in cash to with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of a this Note shall be conclusive and binding upon such additional amounts (“Additional Amounts”) as may be necessary Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in order that the net amounts paid exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place, and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable on the Security Register, upon surrender of this Note for registration of transfer at the Corporate Trust Office of the Trustee or any other office or agency of the Company designated pursuant to the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more replacement Notes of such Note whoany authorized denomination or denominations, with respect of a like aggregate principal amount and containing identical terms and provisions, will be issued to any such Tax after such deduction the designated transferee or withholding (including any withholding transferees. The Notes are issuable only in registered form without coupons in denominations of U.S.$2,000 or deduction imposed on Additional Amounts), integral multiples of U.S.$1,000 in excess thereof. No service charge shall be not less than made for any registration of transfer or exchange or redemption of Notes, but the amounts specified Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in such connection with any registration of transfer or exchange. Prior to the time of due presentment of this Note to which such Holder would have received if such Taxes had not been withheld for registration of transfer, the Company, the Trustee and any agent of the Company or deducted; the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes except as otherwise provided, howeverwhether or not this Note be overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 204. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. TRUSTEE’S CERTIFICATE OF AUTHENTICATION The Bank of New York Mellon, as Trustee, certifies that this is one of the Company shall not be required Notes referred to make any payment of Additional Amounts for or on account of:in the within-mentioned Indenture. THE BANK OF NEW YORK MELLON, as Trustee By: /s/ Authorized Officer ARTICLE THREE THE NOTES

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company designated as its Senior Secured 12% Notes due 2007 Due 2004 (herein called the “"Notes”"), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture[-], issued under an Indenture, dated as of August 11May __, 2004 2003 (herein called the “"Indenture”"), by and among between the Company, the Guarantors Company and The Bank of New York, as trustee Trustee (herein called the “"Trustee,” ", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Company hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges of the United Mexican States (or any political subdivision or taxing authority thereof or therein) shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor to the Company (a “Successor Jurisdiction”)authority) in respect of any amounts to be paid by the Company under the Notes (“Taxes”)Notes, then, unless the Company pays the amount of such deduction or withholding directly to the Mexican Government, or is entitled to a credit against such payment, then the Company will pay in cash to the Holder of a Note as additional interest such additional amounts (“"Additional Amounts”") as may be necessary in order that the net amounts paid to the Holder of such Note who, with respect to any such Tax tax, assessment, or other governmental charge, is not resident in such jurisdiction, after such deduction or withholding (including any withholding or deduction imposed on Additional Amounts)withholding, shall be not less than the amounts specified in such Note to which such Holder would have received if such Taxes had not been withheld or deductedis entitled; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of:

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its 4.300% Senior Secured Notes due 2007 2048 (herein called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, which may be issued under an indenture (as the same may from time to time be supplemented or amended (other than by a Series Supplement), herein called the “Base Indenture, ”) dated as of August 116, 2004 (herein called 2008 between the “Indenture”), by and among the Company, the Guarantors Company and The Bank of New YorkYork Mellon, as trustee (herein called the “Trustee,” ”, which term includes any successor trustee thereunder), as supplemented and amended by the Tenth Supplemental Indenture dated as of February 8, 2018 among the Company, Xxxxxx Communications Canada Inc., a corporation existing under the laws of Canada (herein called the “Guarantor”), and the Trustee (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the GuarantorsGuarantor, the Trustee and the Holders of the Notes Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Company hereby further agrees, subject will pay to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges Holders such Additional Amounts as may become payable under Section 907 of the United Mexican States (Base Indenture. On or any political subdivision before each Interest Payment Date, the Company shall deliver or taxing authority thereof or therein) shall at any time cause to be required by such jurisdiction or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor delivered to the Company (a “Successor Jurisdiction”)) Trustee or the Paying Agent an amount in respect U.S. dollars sufficient to pay the amount due on such payment date. To guarantee the due and punctual payment of any the principal and interest on the Notes and all other amounts to be paid payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has fully and unconditionally guaranteed the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to the terms of the Indenture. The Guarantor will pay to the Holders such Additional Amounts as may become payable under Section 704 of the Supplemental Indenture. The Notes will be subject to redemption upon not less than 30 nor more than 60 days’ prior notice by first−class mail, at any time, as a whole or in part, in amounts of U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof, at the option of the Company: (i) prior to the Par Call Date, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, and (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of the payments of interest accrued as of the Redemption Date and assuming, for this purpose, that the Notes are scheduled to mature on the Par Call Date) discounted to the Redemption Date on a semi−annual basis (assuming a 360−day year consisting of twelve 30−day months) at the Adjusted Treasury Rate plus 20 basis points, in each case plus accrued and unpaid interest thereon to the Redemption Date, and (ii) commencing on the Par Call Date, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to the applicable Redemption Date. The Notes will also be subject to redemption as a whole, but not in part, at the option of the Company at any time, on not less than 30 nor more than 60 days’ prior written notice, at 100% of the principal amount plus accrued and unpaid interest thereon to the Redemption Date, in the event the Company or the Guarantor, as the case may be, has become or would become obligated to pay, on the next date on which any amount would be payable in respect of the Notes or the Guarantee, as applicable, any Additional Amounts as a result of certain changes affecting Canadian withholding taxes on or after the Issue Date. In the case of any redemption of Notes, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of record of such Notes, or one or more Predecessor Securities, at the close of business on the relevant Regular Record Date referred to on the face hereof. Notes (“Taxes”or portions thereof), thenfor whose redemption and payment provision is made in accordance with the Indenture, shall cease to bear interest from and after the Redemption Date. In the event of redemption of this Note in part only, a replacement Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default (other than an Event of Default resulting from a Change in Control Triggering Event which is cured in accordance with Section 404 of the Supplemental Indenture by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. In addition, it shall be an Event of Default under the Indenture if a Change in Control Triggering Event occurs on or prior to the Maturity of the Notes (subject to the aforesaid cure provisions). Following such an Event of Default the principal amount of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture unless the Company pays (or a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Notes and purchases the Notes for the Change in Control Purchase Price in cash on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event from a Holder who delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any Change in Control Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the terms and provisions of the Indenture. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of such deduction or withholding directly the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to the Mexican Government, or is entitled to a credit against such payment, waive compliance by the Company will pay in cash to with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of a this Note shall be conclusive and binding upon such additional amounts (“Additional Amounts”) as may be necessary Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in order that the net amounts paid exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place, and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable on the Security Register, upon surrender of this Note for registration of transfer at the Corporate Trust Office of the Trustee or any other office or agency of the Company designated pursuant to the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more replacement Notes of such Note whoany authorized denomination or denominations, with respect of a like aggregate principal amount and containing identical terms and provisions, will be issued to any such Tax after such deduction the designated transferee or withholding (including any withholding transferees. The Notes are issuable only in registered form without coupons in denominations of U.S.$2,000 or deduction imposed on Additional Amounts), integral multiples of U.S.$1,000 in excess thereof. No service charge shall be not less than made for any registration of transfer or exchange or redemption of Notes, but the amounts specified Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in such connection with any registration of transfer or exchange. Prior to the time of due presentment of this Note to which such Holder would have received if such Taxes had not been withheld for registration of transfer, the Company, the Trustee and any agent of the Company or deducted; the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes except as otherwise provided, howeverwhether or not this Note be overdue, that and neither the Company Company, the Trustee nor any agent shall not be required affected by notice to make any payment of Additional Amounts for or on account of:the contrary. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its Senior Secured Notes due 2007 (herein called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, issued under an Indenture, dated as of August 11June 28, 2004 2012 (herein called the “Base Indenture”), by and among between the Company, the Guarantors Company and The Bank of New YorkYork Mellon, as trustee Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Security Registrar, Paying Agent and Transfer Agent, as supplemented by the First Supplemental Indenture dated as of July 12, 2012 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, the Trustee, The Bank of New York Mellon, London Branch, as London Paying Agent and all indentures supplemental thereto The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Company hereby further agreesterms, subject conditions and provisions of this Note are those stated in the Indenture (including those made a part of the Indenture by reference to the limitations Trust Indenture Act) and exceptions those set forth belowin this Note. This Note is one of the series designated on the face hereof. Additional notes on terms and conditions identical to those of this Note (except for issue date, issue price and the date from which interest shall accrue and, if applicable, first be paid) 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 which case the Schedule of Increases and Decreases in Global Note attached hereto will be correspondingly adjusted. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture or of the Notes) payment of principal and premium, if any, or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or at the Stated Maturity, as the case may be; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. In the event of redemption of this Note in part only, a new Note or Notes 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. 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. All payments of principal, premium, if any any, and interest in respect of the Notes shall be made after withholding or deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges of the United Mexican States (whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Mexico or any political subdivision authority therein or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for having power to tax purposes of any successor to the Company (a “Successor Jurisdiction”)) in respect of any amounts to be paid by the Company under the Notes (“Mexican Taxes”), then, unless . In the Company pays the amount event of such any withholding or deduction or withholding directly to the for any Mexican Government, or is entitled to a credit against such paymentTaxes, the Company will shall pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary will result in order that receipt by the net amounts paid to Holders of Notes on the Holder respective due dates of such Note whoamounts 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 such Tax after such deduction or withholding (including any withholding or deduction imposed payment on Additional Amounts), shall be not less than the amounts specified in such a Note to which such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account ofextent:

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its 6.56% Senior Secured Notes due 2007 2041 (herein called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, which may be issued under an Indentureindenture (as the same may from time to time be supplemented or amended (other than by a Series Supplement), dated as of August 11, 2004 (herein called the “Base Indenture”)) dated as of May 26, by 2009 between the Company and among the CIBC Mellon Trust Company, the Guarantors and The Bank of New York, as trustee (herein called the “Trustee,” ”, which term includes any successor trustee under thereunder), as supplemented and amended by the Seventh Supplemental Indenture dated as of March 21, 2011 among the Company, Xxxxxx Communications Partnership, an Ontario partnership (the “Guarantor”), and the Trustee (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the GuarantorsGuarantor, the Trustee and the Holders of the Notes Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The On or before each Interest Payment Date, the Company hereby further agrees, subject shall deliver or cause to be delivered to the limitations Trustee or the Paying Agent an amount in Canadian dollars sufficient to pay the amount due on such payment date. To guarantee the due and exceptions set forth below, that if any deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges punctual payment of the United Mexican States (or any political subdivision or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by principal and interest on the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor to the Company (a “Successor Jurisdiction”)) in respect of any Notes and all other amounts to be paid payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has fully and unconditionally guaranteed the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to the terms of the Indenture. Prior to September 22, 2040, the Notes will be subject to redemption upon not less than 30 nor more than 60 days’ prior notice by first-class mail, at any time, as a whole or in part, in amounts of Cdn$1,000 or any integral multiple thereof, at the option of the Company, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, and (2) the Canada Yield Price, in each case plus accrued interest thereon to the Redemption Date. On or after September 22, 2040, the Notes will be subject to redemption upon not less than 30 nor more than 60 days’ prior notice by first-class mail, at any time, as a whole but not in part, at the option of the Company, at a Redemption Price equal to 100% of the principal amount of the Notes at the time Outstanding, plus accrued interest thereon to the Redemption Date. In the case of any redemption of Notes, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of record of such Notes, or one or more Predecessor Securities, at the close of business on the relevant Regular Record Date referred to on the face hereof. Notes (“Taxes”or portions thereof), thenfor whose redemption and payment provision is made in accordance with the Indenture, shall cease to bear interest from and after the Redemption Date. In the event of redemption of this Note in part only, a replacement Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default (other than an Event of Default resulting from a Change in Control Triggering Event which is cured in accordance with Section 404 of the Supplemental Indenture by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. In addition, it shall be an Event of Default under the Indenture if a Change in Control Triggering Event occurs on or prior to the Maturity of the Notes. Following such an Event of Default the principal amount of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture unless the Company pays (or a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Notes and purchases the Notes for the Change in Control Purchase Price in cash on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event from a Holder who delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any Change in Control Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the terms and provisions of the Indenture. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of such deduction or withholding directly the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to the Mexican Government, or is entitled to a credit against such payment, waive compliance by the Company will pay in cash to with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of a this Note shall be conclusive and binding upon such additional amounts (“Additional Amounts”) as may be necessary Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in order that the net amounts paid exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place, and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable on the Security Register, upon surrender of this Note for registration of transfer at the Corporate Trust Office of the Trustee or any other office or agency of the Company designated pursuant to the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more replacement Notes of such Note whoany authorized denomination or denominations, with respect of a like aggregate principal amount and containing identical terms and provisions, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of Cdn$1,000 or any such Tax after such deduction or withholding (including any withholding or deduction imposed on Additional Amounts), integral multiple thereof. No service charge shall be not less than made for any registration of transfer or exchange or redemption of Notes, but the amounts specified Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in such connection with any registration of transfer or exchange. Prior to the time of due presentment of this Note to which such Holder would have received if such Taxes had not been withheld for registration of transfer, the Company, the Trustee and any agent of the Company or deducted; the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes except as otherwise provided, howeverwhether or not this Note be overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 204. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. TRUSTEE’S CERTIFICATE OF AUTHENTICATION CIBC Mellon Trust Company, as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture. CIBC Mellon Trust Company shall not be required to make any payment of Additional Amounts for or on account of:By Authorized Signing Officer ARTICLE THREE THE NOTES

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its 3.00% Senior Secured Notes due 2007 2023 (herein called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, which may be issued under an indenture (as the same may from time to time be supplemented or amended (other than by a Series Supplement), herein called the “Base Indenture, ”) dated as of August 116, 2004 (herein called 2008 between the “Indenture”), by and among the Company, the Guarantors Company and The Bank of New YorkYork Mellon, as trustee (herein called the “Trustee,” ”, which term includes any successor trustee under thereunder), as supplemented and amended by the Third Supplemental Indenture dated as of March 7, 2013 among the Company, Xxxxxx Communications Partnership, an Ontario partnership (herein called the “Guarantor”), and the Trustee (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the GuarantorsGuarantor, the Trustee and the Holders of the Notes Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Company hereby further agrees, subject will pay to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges Holders such Additional Amounts as may become payable under Section 907 of the United Mexican States (Base Indenture. On or any political subdivision before each Interest Payment Date, the Company shall deliver or taxing authority thereof or therein) shall at any time cause to be required by such jurisdiction or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor delivered to the Company (a “Successor Jurisdiction”)) Trustee or the Paying Agent an amount in respect U.S. dollars sufficient to pay the amount due on such payment date. To guarantee the due and punctual payment of any the principal and interest on the Notes and all other amounts to be paid payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has fully and unconditionally guaranteed the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to the terms of the Indenture. The Guarantor will pay to the Holders such Additional Amounts as may become payable under Section 704 of the Supplemental Indenture. The Notes will be subject to redemption upon not less than 30 nor more than 60 days’ prior notice by first-class mail, at any time, as a whole or in part, in amounts of U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof, at the option of the Company: (i) prior to the date that is three months prior to the date of Maturity of the Notes, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, and (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of the payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 15 basis points, in each case plus accrued and unpaid interest thereon to the Redemption Date, and (ii) commencing on the date that is three months prior to the date of Maturity of the Notes, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to the applicable Redemption Date. The Notes will also be subject to redemption as a whole, but not in part, at the option of the Company at any time, on not less than 30 nor more than 60 days’ prior written notice, at 100% of the principal amount plus accrued and unpaid interest thereon to the Redemption Date, in the event the Company or the Guarantor, as the case may be, has become or would become obligated to pay, on the next date on which any amount would be payable in respect of the Notes or the Guarantee, as applicable, any Additional Amounts as a result of certain changes affecting Canadian withholding taxes on or after the Issue Date. In the case of any redemption of Notes, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of record of such Notes, or one or more Predecessor Securities, at the close of business on the relevant Regular Record Date referred to on the face hereof. Notes (“Taxes”or portions thereof), thenfor whose redemption and payment provision is made in accordance with the Indenture, shall cease to bear interest from and after the Redemption Date. In the event of redemption of this Note in part only, a replacement Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default (other than an Event of Default resulting from a Change in Control Triggering Event which is cured in accordance with Section 404 of the Supplemental Indenture by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. In addition, it shall be an Event of Default under the Indenture if a Change in Control Triggering Event occurs on or prior to the Maturity of the Notes (subject to the aforesaid cure provisions). Following such an Event of Default the principal amount of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture unless the Company pays (or a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Notes and purchases the Notes for the Change in Control Purchase Price in cash on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event from a Holder who delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any Change in Control Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the terms and provisions of the Indenture. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of such deduction or withholding directly the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to the Mexican Government, or is entitled to a credit against such payment, waive compliance by the Company will pay in cash to with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of a this Note shall be conclusive and binding upon such additional amounts (“Additional Amounts”) as may be necessary Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in order that the net amounts paid exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place, and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable on the Security Register, upon surrender of this Note for registration of transfer at the Corporate Trust Office of the Trustee or any other office or agency of the Company designated pursuant to the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more replacement Notes of such Note whoany authorized denomination or denominations, with respect of a like aggregate principal amount and containing identical terms and provisions, will be issued to any such Tax after such deduction the designated transferee or withholding (including any withholding transferees. The Notes are issuable only in registered form without coupons in denominations of U.S.$2,000 or deduction imposed on Additional Amounts), integral multiples of U.S.$1,000 in excess thereof. No service charge shall be not less than made for any registration of transfer or exchange or redemption of Notes, but the amounts specified Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in such connection with any registration of transfer or exchange. Prior to the time of due presentment of this Note to which such Holder would have received if such Taxes had not been withheld for registration of transfer, the Company, the Trustee and any agent of the Company or deducted; the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes except as otherwise provided, howeverwhether or not this Note be overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 204. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. TRUSTEE’S CERTIFICATE OF AUTHENTICATION The Bank of New York Mellon, as Trustee, certifies that this is one of the Company shall not be required Notes referred to make any payment of Additional Amounts for or on account of:in the within-mentioned Indenture. THE BANK OF NEW YORK MELLON, as Trustee By: /s/ Authorized Officer ARTICLE THREE THE NOTES

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its Senior Secured Notes due 2007 (herein collectively called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, issued under an Indenture, dated as of August 11April 8, 2004 2013 (herein called the “Base Indenture”), by and among between the Company, the Guarantors Company and The Bank of New YorkYork Mellon, as trustee Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture Security Registrar, Paying Agent and all indentures supplemental thereto Transfer Agent, as supplemented by the First Supplemental Indenture, dated as of [•], 2013 (herein called the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Trustee and The Bank of New York Xxxxxx XX/NV, Dublin Branch, as Irish Paying Agent, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, 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 Securities on terms substantially identical to those of this Note, except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution, the Officer’s Certificate, or in the indenture supplement establishing the terms of the additional Securities, may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes, in which case the Schedule of Increases and Decreases in Global Security attached hereto will be correspondingly adjusted. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture or of the Notes) payment of principal and premium, if any, or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or at the Stated Maturity, as the case may be; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. In the event of redemption of this Note in part only, a new Note or Notes 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. If an Event of Default with respect to the 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. The Company hereby further agreesshall pay to Holders of the Notes all additional interest (“Additional Interest”) that may be necessary so that every net payment of interest or principal or premium, subject if any, to the limitations and exceptions set forth belowHolder will not be less than the amount provided for in the Notes. For purposes of the preceding sentence, “net payment” means the amount that if the Company or any deduction Paying Agent will pay the Holder after the Company deducts or withholding withholds an amount for or on account of any present or future taxes, duties, levies, imposts, assessments or other governmental charges imposed or levied with respect to that payment (or the payment of such Additional Interest) by the taxing authority of Mexico or any other country under whose laws the Company is organized at the time of payment, except for the United Mexican States (or any political subdivision or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by the jurisdiction of incorporationeach, seat of management or residence for tax purposes of any successor to the Company (a “Successor Taxing Jurisdiction”)) in respect of any amounts to be paid by . Notwithstanding the Company under the Notes (“Taxes”)foregoing, then, unless the Company pays the amount of such deduction or withholding directly to the Mexican Government, or is entitled to a credit against such payment, the Company will pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holder of such Note who, with respect to any such Tax after such deduction or withholding (including any withholding or deduction imposed on Additional Amounts), shall be not less than the amounts specified in such Note to which such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required obligated to make pay Additional Interest to or on behalf of any payment Holder or beneficial owner of Additional Amounts the Notes, or to the Trustee, for or on account ofof any of the following:

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes of the Company designated as its Senior Secured Notes due 2007 (herein called the “Notes”), limited in aggregate principal amount to $508,703,356[-], except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, issued under an Indenture, dated as of August 11[-], 2004 (herein called the “Indenture”), by and among the Company, the Guarantors and The Bank of New York, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Company hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges of the United Mexican States (or any political subdivision or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor to the Company (a “Successor Jurisdiction”)) in respect of any amounts to be paid by the Company under the Notes (“Taxes”), then, unless the Company pays the amount of such deduction or withholding directly to the Mexican Government, or is entitled to a credit against such payment, the Company will pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holder of such Note who, with respect to any such Tax after such deduction or withholding (including any withholding or deduction imposed on Additional Amounts), shall be not less than the amounts specified in such Note to which such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of:

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its Senior Secured Notes due 2007 (herein collectively called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, issued under an Indenture, dated as of August 11September 30, 2004 2009 (herein called the “Base Indenture”), by and ) among the Company, Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the Guarantors and laws of Mexico (herein called the “Guarantor,” which term includes any successor Person under the Indenture), The Bank of New YorkYork Mellon, as trustee Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Security Registrar, Paying Agent and Transfer Agent, as supplemented by the Third Supplemental Indenture dated as of March 30, 2010 (herein called the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantor, the Trustee and all indentures supplemental thereto The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent (herein called the “Luxembourg Paying Agent”) and Luxembourg Transfer Agent, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the GuarantorsGuarantor, 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 (except for issue date, issue price and the date from which interest shall accrue and, if applicable, first be paid) may be issued by the Company without the consent of the Holders of the Notes. The Company hereby further agreesamount evidenced by such additional notes shall increase the aggregate principal amount of, subject and shall be consolidated and form a single series with, the Notes, in which case the Schedule of Increases and Decreases in Global Note attached hereto will be correspondingly adjusted. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture or of the Notes) payment of principal and premium, if any, or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or at the Stated Maturity, as the case may be; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. In the event of redemption of this Note in part only, a new Note or Notes 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. If an Event of Default with respect to Notes shall occur and be continuing, the limitations principal of all of the Notes may be declared due and exceptions set forth below, that if any payable in the manner and with the effect provided in the Indenture. All payments of principal and interest in respect of the Notes shall be made after withholding or deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges of the United Mexican States (whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Mexico or any political subdivision authority therein or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for having power to tax purposes of any successor to the Company (a “Successor Jurisdiction”)) in respect of any amounts to be paid by the Company under the Notes (“Mexican Taxes”), then, unless . In the Company pays the amount event of such any withholding or deduction or withholding directly to the for any Mexican Government, or is entitled to a credit against such paymentTaxes, the Company will shall pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary will result in order that receipt by the net amounts paid to Holders of Notes on the Holder respective due dates of such Note whoamounts 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 such Tax after such deduction or withholding (including any withholding or deduction imposed payment on Additional Amounts), shall be not less than the amounts specified in such a Note to which such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account ofextent:

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its 4.00% Senior Secured Notes due 2007 2022 (herein called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, which may be issued under an Indentureindenture (as the same may from time to time be supplemented or amended (other than by a Series Supplement), dated as of August 11, 2004 (herein called the “Base Indenture”)) dated as of May 26, by 2009 between the Company and among the CIBC Mellon Trust Company, the Guarantors and The Bank of New York, as trustee (herein called the “Trustee,” ”, which term includes any successor trustee under thereunder), as supplemented and amended by the Ninth Supplemental Indenture dated as of June 4, 2012 among the Company, Xxxxxx Communications Partnership, an Ontario partnership (the “Guarantor”), and the Trustee (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the GuarantorsGuarantor, the Trustee and the Holders of the Notes Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The On or before each Interest Payment Date, the Company hereby further agrees, subject shall deliver or cause to be delivered to the limitations Trustee or the Paying Agent an amount in Canadian dollars sufficient to pay the amount due on such payment date. To guarantee the due and exceptions set forth below, that if any deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges punctual payment of the United Mexican States (or any political subdivision or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by principal and interest on the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor to the Company (a “Successor Jurisdiction”)) in respect of any Notes and all other amounts to be paid payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has fully and unconditionally guaranteed the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to the terms of the Indenture. The Notes will be subject to redemption upon not less than 30 nor more than 60 days’ prior notice by first-class mail, at any time, as a whole or in part, in amounts of Cdn$1,000 or any integral multiple thereof, at the option of the Company, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, and (2) the Canada Yield Price, in each case plus accrued interest thereon to the Redemption Date. In the case of any redemption of Notes, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of record of such Notes, or one or more Predecessor Securities, at the close of business on the relevant Regular Record Date referred to on the face hereof. Notes (“Taxes”or portions thereof), thenfor whose redemption and payment provision is made in accordance with the Indenture, shall cease to bear interest from and after the Redemption Date. In the event of redemption of this Note in part only, a replacement Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default (other than an Event of Default resulting from a Change in Control Triggering Event which is cured in accordance with Section 404 of the Supplemental Indenture by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. In addition, it shall be an Event of Default under the Indenture if a Change in Control Triggering Event occurs on or prior to the Maturity of the Notes. Following such an Event of Default the principal amount of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture unless the Company pays (or a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Notes and purchases the Notes for the Change in Control Purchase Price in cash on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event from a Holder who delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any Change in Control Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the terms and provisions of the Indenture. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of such deduction or withholding directly the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to the Mexican Government, or is entitled to a credit against such payment, waive compliance by the Company will pay in cash to with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of a this Note shall be conclusive and binding upon such additional amounts (“Additional Amounts”) as may be necessary Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in order that the net amounts paid exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place, and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable on the Security Register, upon surrender of this Note for registration of transfer at the Corporate Trust Office of the Trustee or any other office or agency of the Company designated pursuant to the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more replacement Notes of such Note whoany authorized denomination or denominations, with respect of a like aggregate principal amount and containing identical terms and provisions, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of Cdn$1,000 or any such Tax after such deduction or withholding (including any withholding or deduction imposed on Additional Amounts), integral multiple thereof. No service charge shall be not less than made for any registration of transfer or exchange or redemption of Notes, but the amounts specified Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in such connection with any registration of transfer or exchange. Prior to the time of due presentment of this Note to which such Holder would have received if such Taxes had not been withheld for registration of transfer, the Company, the Trustee and any agent of the Company or deducted; the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes except as otherwise provided, howeverwhether or not this Note be overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 204. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. TRUSTEE’S CERTIFICATE OF AUTHENTICATION CIBC Mellon Trust Company, as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture. CIBC Mellon Trust Company shall not be required to make any payment of Additional Amounts for or on account of:By Authorized Signing Officer ARTICLE THREE THE NOTES

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its 5.34% Senior Secured Notes due 2007 2021 (herein called the “Notes”), limited in aggregate principal amount to $508,703,356, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, which may be issued under an Indentureindenture (as the same may from time to time be supplemented or amended (other than by a Series Supplement), dated as of August 11, 2004 (herein called the “Base Indenture”)) dated as of May 26, by 2009 between the Company and among the CIBC Mellon Trust Company, the Guarantors and The Bank of New York, as trustee (herein called the “Trustee,” ”, which term includes any successor trustee under thereunder), as supplemented and amended by the Sixth Supplemental Indenture dated as of March 21, 2011 among the Company, Rxxxxx Communications Partnership, an Ontario partnership (the “Guarantor”), and the Trustee (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the GuarantorsGuarantor, the Trustee and the Holders of the Notes Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The On or before each Interest Payment Date, the Company hereby further agrees, subject shall deliver or cause to be delivered to the limitations Trustee or the Paying Agent an amount in Canadian dollars sufficient to pay the amount due on such payment date. To guarantee the due and exceptions set forth below, that if any deduction or withholding for any present or future taxes, duties, levies, imposts, assessments or other governmental charges punctual payment of the United Mexican States (or any political subdivision or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by principal and interest on the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor to the Company (a “Successor Jurisdiction”)) in respect of any Notes and all other amounts to be paid payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has fully and unconditionally guaranteed the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to the terms of the Indenture. The Notes will be subject to redemption upon not less than 30 nor more than 60 days’ prior notice by first-class mail, at any time, as a whole or in part, in amounts of Cdn$1,000 or any integral multiple thereof, at the option of the Company, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, and (2) the Canada Yield Price, in each case plus accrued interest thereon to the Redemption Date. In the case of any redemption of Notes, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of record of such Notes, or one or more Predecessor Securities, at the close of business on the relevant Regular Record Date referred to on the face hereof. Notes (“Taxes”or portions thereof), thenfor whose redemption and payment provision is made in accordance with the Indenture, shall cease to bear interest from and after the Redemption Date. In the event of redemption of this Note in part only, a replacement Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default (other than an Event of Default resulting from a Change in Control Triggering Event which is cured in accordance with Section 404 of the Supplemental Indenture by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. In addition, it shall be an Event of Default under the Indenture if a Change in Control Triggering Event occurs on or prior to the Maturity of the Notes. Following such an Event of Default the principal amount of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture unless the Company pays (or a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Notes and purchases the Notes for the Change in Control Purchase Price in cash on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event from a Holder who delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any Change in Control Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the terms and provisions of the Indenture. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of such deduction or withholding directly the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to the Mexican Government, or is entitled to a credit against such payment, waive compliance by the Company will pay in cash to with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of a this Note shall be conclusive and binding upon such additional amounts (“Additional Amounts”) as may be necessary Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in order that the net amounts paid exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place, and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable on the Security Register, upon surrender of this Note for registration of transfer at the Corporate Trust Office of the Trustee or any other office or agency of the Company designated pursuant to the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more replacement Notes of such Note whoany authorized denomination or denominations, with respect of a like aggregate principal amount and containing identical terms and provisions, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of Cdn$1,000 or any such Tax after such deduction or withholding (including any withholding or deduction imposed on Additional Amounts), integral multiple thereof. No service charge shall be not less than made for any registration of transfer or exchange or redemption of Notes, but the amounts specified Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in such connection with any registration of transfer or exchange. Prior to the time of due presentment of this Note to which such Holder would have received if such Taxes had not been withheld for registration of transfer, the Company, the Trustee and any agent of the Company or deducted; the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes except as otherwise provided, howeverwhether or not this Note be overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 204. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. TRUSTEE’S CERTIFICATE OF AUTHENTICATION CIBC Mellon Trust Company, as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture. CIBC Mellon Trust Company shall not be required to make any payment of Additional Amounts for or on account of:By Authorized Signing Officer ARTICLE THREE THE NOTES

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its 93/8% [Series B]3 Senior Secured Subordinated Notes due 2007 (herein called the “"Notes”"), limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $508,703,356150,000,000, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, which may be issued under an the indenture (the "Indenture, ") dated as of August 11June 27, 2004 (herein called 1997 between the “Indenture”), by Company and among the Company, the Guarantors and The Bank of New YorkMarine Midland Bank, as trustee (herein called the “"Trustee,” " which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes Holders, and of the terms upon which the Notes are, and are to be, authenticated and delivered. Capitalized terms used herein without definition shall have the meanings set forth in the Indenture. The Company hereby further agreesindebtedness evidenced by the Notes is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness as defined in the Indenture, and this Note is issued subject to such provisions. Each Holder of this Note, by accepting the limitations same, (a) agrees to and exceptions shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee his attorney-in-fact for such purpose. On or before each payment date, the Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in dollars sufficient to pay the amount due on such payment date. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice, at any time on and after July 1, 2002, as a whole or in part, at the election of the Company, at a Redemption Price equal to the percentage of the principal amount set forth below, that plus, in each case, accrued and unpaid interest, if any deduction or withholding for any present or future taxesany, dutiesto the applicable Redemption Date, levies, imposts, assessments or other governmental charges if redeemed during the twelve month period beginning July 1 of the United Mexican States (or any political subdivision or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor to the Company (a “Successor Jurisdiction”)) in respect of any amounts to be paid by the Company under the Notes (“Taxes”), then, unless the Company pays the amount of such deduction or withholding directly to the Mexican Government, or is entitled to a credit against such payment, the Company will pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holder of such Note who, with respect to any such Tax after such deduction or withholding (including any withholding or deduction imposed on Additional Amounts), shall be not less than the amounts specified in such Note to which such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of:years indicated below: Redemption Year Price ---- -----

Form of Reverse of Note. This Note is one of a duly authorized issue of Notes securities of the Company designated as its 7¼% [SeriesB(5)] Senior Secured Subordinated Notes due 2007 2012 (herein called the “Notes”), limited unlimited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to amount, of which [$508,703,356150,000,000(6)] are initially issued, except for Additional Notes and Notes issued pursuant to Sections 3.04, 3.08, 3.09, 4.08, 5.16, 5.18 and 10.06 of the Indenture, issued under an Indenture, dated as of August 11, 2004 indenture (herein called the “Indenture”)) dated as of December 4, by and among 2007 between the Company, the Guarantors Company and The Bank of New YorkYork Trust Company, N.A., as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Company hereby further agreesindebtedness evidenced by the Notes is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness as defined in the Indenture, and this Note is issued subject to such provisions. Each Holder of this Note, by accepting the limitations same, (a) agrees to and exceptions shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee his attorney-in-fact for such purpose. On or before each payment date, the Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in dollars sufficient to pay the amount due on such payment date. Except as described below, the Notes will not be redeemable at the Company’s option prior to December 15, 2007. From and after December 15, 2007, the Notes will be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the Redemption Prices (expressed as percentages of principal amount) set forth below, that if any deduction or withholding for any present or future taxesplus accrued and unpaid interest and Liquidated Damages, duties, levies, imposts, assessments or other governmental charges of the United Mexican States (or any political subdivision or taxing authority thereof or therein) shall at any time be required by such jurisdiction or any such political subdivision or taxing authority (or by the jurisdiction of incorporation, seat of management or residence for tax purposes of any successor to the Company (a “Successor Jurisdiction”)) in respect of any amounts to be paid by the Company under the Notes (“Taxes”), then, unless the Company pays the amount of such deduction or withholding directly to the Mexican Government, or is entitled to a credit against such payment, the Company will pay in cash to the Holder of a Note such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holder of such Note who, with respect to any such Tax after such deduction or withholding (including any withholding or deduction imposed on Additional Amounts), shall be not less than the amounts specified in such Note to which such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of:if