Common use of GRUPO TELEVISA, S Clause in Contracts

GRUPO TELEVISA, S. A.B., as Issuer By: /s/ Xxxxx Xxxxxxx Lutteroth Echegoyen Name: Xxxxx Xxxxxxx Lutteroth Echegoyen Title: Vice President and Corporate Controller By: /s/ Xxxx Xxxxxxx Xxxx del Xxxx Name: Xxxx Xxxxxxx Xxxx del Xxxx Title: Vice President – Tax THE BANK OF NEW YORK MELLON, as Trustee, Registrar, Paying Agentand Transfer Agent By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Vice President XXX XXXX XX XXX XXXX XXXXXX (XXXXXXXXXX) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Attorney-in-Fact Exhibit A THIS NOTE IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY GRUPO TELEVISA, S.A.B., THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS GLOBAL NOTE FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. No. [ ] U.S.$ [ ] CUSIP No.: 40049J BC0 ISIN No.: US40049JBC09 Grupo Televisa, S.A.B.

GRUPO TELEVISA, S. A.B., as Issuer By: /s/ Xxxxx Xxxxxx Folch Xxxxxxx Lutteroth Echegoyen Name: Xxxxx Xxxxxxx Lutteroth Echegoyen Xxxxxx Folch Viadero Title: Vice President and Corporate Controller Chief Financial Officer By: /s/ Xxxx Xxxxxxx Xxxx del Xxxxxxxxx Santa Xxxx Name: Xxxx Xxxxxxx Xxxx del Xxxxxxxxx Santa Xxxx Title: Vice President – Tax — Legal and General Counsel THE BANK OF NEW YORK MELLON, as Trustee, Registrar, Paying Agentand Agent and Transfer Agent By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Vice President XXX XXXX XX XXX XXXX XXXXXX (XXXXXXXXXX) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Attorney-in-Fact Exhibit A THIS NOTE IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY GRUPO TELEVISA, S.A.B., THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS GLOBAL NOTE FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. No. [ [1] U.S.$ [ ] U.S.$500,000,000 CUSIP No.: 40049J BC0 BA4 ISIN No.: US40049JBC09 US40049JBA43 Grupo Televisa, S.A.B. 5.000% Senior Note due 2045 Grupo Televisa, S.A.B., a publicly traded limited liability stock corporation (sociedad anónima bursátil), organized under the laws of the United Mexican States (hereinafter called the “Company,” which term includes any successor corporation under the Indenture referred to below), for value received, hereby promises to pay Cede & Co., or registered assigns, the principal sum of FIVE HUNDRED MILLION Dollars (U.S.$500,000,000) (or such lesser amount as shall be the outstanding principal amount of this Note shown in Schedule A hereto) on May 13, 2045, and to pay interest thereon from the later of May 13, 2014, or the most recent date to which interest has been paid or provided for, semi-annually on May 13 and November 13, in each year (each, an “Interest Payment Date”), commencing on November 13, 2014, at the rate of 5.000% per annum, until the principal hereof is paid or made available for payment on May 13, 2045. Interest on this Note shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. If any payment is due on the Note on a day that is not a Business Day, the related payment of principal, interest, premium and Additional Amounts will be made on the next succeeding Business Day; and no interest will accrue on the amounts so payable for the period from and after such payment date to the next succeeding Business Day. The interest so payable and paid or provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the fifteenth calendar day (whether or not a Business Day) preceding such Interest Payment Date. Any such interest which is payable, but is not paid or provided for, on any Interest Payment Date other than the date of Maturity shall forthwith cease to be payable to the registered Holder hereof as of the close of business on the related Regular Record Date by virtue of having been such Holder, and may be paid either (i) to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest that is fixed by the Company, written notice of which shall be given to the Holders of Notes of this Series not less than 10 days prior to such Special Record Date, or (ii) at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in such Indenture. Payment of principal, interest, Additional Amounts and any other amounts due on this Note will be made at the office or agency of the Company maintained for that purpose in The Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company, interest may be paid by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, that payment to DTC or any successor Depositary may be made by wire transfer to the account designated by DTC or such successor Depositary in writing. This Note is a global Security issued on the date hereof which represents U.S.$500,000,000 of the principal amount of the Company’s 5.000% Senior Notes due 2045. This Note is one of a duly authorized issue of securities of the Company (herein called the “Notes”) issued and to be issued in one series under an Indenture, dated as of August 8, 2000, as supplemented by the First Supplemental Indenture, dated as of August 8, 2000, the Second Supplemental Indenture, dated as of January 19, 2001, the Third Supplemental Indenture, dated as of September 13, 2001, the Fourth Supplemental Indenture, dated as of March 11, 2002, the Fifth Supplemental Indenture, dated as of March 8, 2002, the Sixth Supplemental Indenture, dated as of July 31, 2002, the Seventh Supplemental Indenture, dated as of March 18, 2005, the Eighth Supplemental Indenture, dated as of May 26, 2005, the Ninth Supplemental Indenture, dated as of September 6, 2005, the Tenth Supplemental Indenture, dated as of May 9, 2007, the Eleventh Supplemental Indenture, dated as of August 24, 2007, the Twelfth Supplemental Indenture, dated as of May 12, 2008, the Thirteenth Supplemental Indenture, dated as of August 21, 2008, the Fourteenth Supplemental Indenture, dated as of November 30, 2009, the Fifteenth Supplemental Indenture, dated as of March 22, 2010 and the Sixteenth Supplemental Indenture, dated as of May 14, 2013 (herein called, together with the Seventeenth Supplemental Indenture referred to below and all other indentures supplemental thereto, the “Indenture”) between the Company and The Bank of New York Mellon, as Trustee (herein called the “Trustee”, which term includes any successor trustee under 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 and immunities thereunder of the Company, 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, initially limited (subject to exceptions provided in the Indenture) to the aggregate principal amount specified in the Seventeenth Supplemental Indenture among the Company, The Bank of New York Mellon, as Trustee, Registrar, Paying Agent and Transfer Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent, dated as of May 13, 2014, establishing the terms of the Notes pursuant to the Indenture (the “Seventeenth Supplemental Indenture”). If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 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 of the Notes of each series issued 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 of each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes of any series at the time Outstanding, on behalf of the Holders of all Notes of such series, 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 the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Notes 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 or such Notes. 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 interest on this Note, at the times, place and rate, and in the coin or currency, herein and in the Indenture prescribed. As provided in the Indenture and subject to certain limitations set forth therein and in this Note, the transfer of this Note may be registered on the Security Register upon surrender of this Note for registration of transfer at the office or agency of the Company maintained for the purpose in any place where the principal of and interest on 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 by 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 in book-entry fully registered form without coupons in minimum denominations of U.S.$200,000, and integral multiples of U.S.$1,000 as specified in the Seventeenth Supplemental Indenture establishing the terms of the Notes and as more fully provided in the Original Indenture. As provided in the Original Indenture, and subject to certain limitations set forth in the Original Indenture and in this Note, the Notes are exchangeable for a like aggregate principal amount of Notes of this Series in different authorized denominations, as requested by the Holders 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, other than in certain cases provided in the Indenture. Prior to 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, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company (i) may be discharged from its obligations with respect to the Notes (subject to certain exceptions) or (ii) may be released from its obligation under specified covenants and agreements in the Indenture. In order to be discharged from its obligations pursuant to clause (i) of the prior sentence, the Company must comply with the provisions of Sections 401 and 403 of the Indenture; provided, however, notwithstanding anything to the contrary contained in Section 401 of the Indenture, the Company shall irrevocably have deposited or caused to be deposited with the Trustee, in trust, funds specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes in the Currency in which the Notes are payable or Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, and any Additional Amounts, on the Notes, money in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on the Notes with respect to principal (and premium, if any) and interest and any Additional Amounts to the date of the deposit (if the Notes have become due and payable) or to the Stated Maturity thereof, as the case may be. In order to be released from its obligations under specified covenants and agreements in the Indenture pursuant to clause (ii) of the first sentence of this paragraph, the Company must comply with the provisions of Sections 402 and 403 of the Indenture. This Note shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any provisions relating to conflicts of laws other than Section 5-1401 of the New York General Obligations Law. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee under the Indenture by the manual signature of one of its authorized signatories, this Note shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.

GRUPO TELEVISA, S. A.B., as Issuer By: /s/ Xxxxx Xxxxxxx Lutteroth Echegoyen Name: Xxxxx Xxxxxxx Lutteroth Echegoyen Title: Vice President and Corporate Controller By: /s/ Xxxx Xxxxxxx Xxxx del Xxxxxxxxx Santa Xxxx Name: Xxxx Xxxxxxx Xxxx del Xxxxxxxxx Santa Xxxx Title: Vice President – Tax Legal and General Counsel THE BANK OF NEW YORK MELLON, as Trustee, Registrar, Paying Agentand Transfer Agent By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Vice President XXX XXXX XX XXX XXXX XXXXXX (XXXXXXXXXX) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Attorney-in-Fact Exhibit A THIS NOTE IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY GRUPO TELEVISA, S.A.B., THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS GLOBAL NOTE FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. No. [ ] U.S.$ [ ] 1 U.S.$300,000,000 CUSIP No.: 40049J BC0 BB2 ISIN No.: US40049JBC09 US40049JBB26 Grupo Televisa, S.A.B.

GRUPO TELEVISA, S. A.B., as Issuer By: /s/ Xxxxx Xxxxxxx Lutteroth Echegoyen Salvi Folch Viadero Name: Xxxxx Xxxxxxx Lutteroth Echegoyen Salvi Folch Viadero Title: Vice President and Corporate Controller Chief Financial Officer By: /s/ Xxxx Xxxxxxx Xxxx del Xxxxxxxxx Santa Xxxx Name: Xxxx Xxxxxxx Xxxx del Xxxxxxxxx Santa Xxxx Title: Vice President – Tax Legal and General Counsel THE BANK OF NEW YORK MELLON, as Trustee, Registrar, Paying Agentand Agent and Transfer Agent By: /s/ Xxxxxxxxx X. Xxxxxxx Xxxxxxxx Name: Xxxxxxxxx Xxxxxxxx Xxxxxxxx Title: Vice President THE BANK OF NEW YORK MELLON, LONDON BRANCH, as London Paying Agent By: /s/ X. Xxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Vice President XXX XXXX XX XXX XXXX XXXXXX (XXXXXXXXXX) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent By: /s/ Xxxxxxxxx X. Xxxxxxx Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Xxxxxxxx Xxxxxxxx Title: Attorney-in-Fact Vice President Exhibit A THIS NOTE IS REGISTERED IN THE NAME OF A COMMON DEPOSITARY, (THE DEPOSITARY “DEPOSITARY”), OR A NOMINEE OF THE DEPOSITARYTHEREOF, FOR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME AND EUROCLEAR BANK S.A./N.V., WHICH MAY BE TREATED BY GRUPO TELEVISA, S.A.B., THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS GLOBAL NOTE FOR ALL PURPOSES. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. No. [ ] U.S.$ [ ] CUSIP No.: 40049J BC0 1 Ps. 6,500,000,000 ISIN No.: US40049JBC09 . XS0931063779 Common Code 093106377 Grupo Televisa, S.A.B. 7.25% Peso Denominated Senior Note due 2043, Payable in Mexican Pesos Grupo Televisa, S.A.B., a publicly traded limited liability stock corporation (sociedad anónima bursátil), organized under the laws of the United Mexican States (hereinafter called the “Company,” which term includes any successor corporation under the Indenture referred to below), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited, or its registered assigns, as the nominee of The Bank of New York Mellon, London Branch as common depositary for Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V., the principal sum of SIX BILLION FIVE HUNDRED MILLION Mexican Pesos (Ps. 6,500,000,000) on May 14, 2043, and to pay interest thereon from the later of May 14, 2013, or the most recent date to which interest has been paid or provided for, semi-annually on May 14 and November 14, in each year (each, an “Interest Payment Date”), commencing on November 14, 2013, at the rate of 7.25% per annum, until the principal hereof is paid or made available for payment on May 14, 2043. Interest on this Note shall be calculated on the basis of the actual number of days elapsed during the relevant interest period and a 360-day year. If any payment is due on the Note on a day that is not a Business Day, the related payment of principal, interest, premium and Additional Amounts will be made on the next succeeding Business Day; and no interest will accrue on the amounts so payable for the period from and after such payment date to the next succeeding Business Day. The interest so payable and paid or provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the fifteenth calendar day (whether or not a Business Day) preceding such Interest Payment Date. Any such interest which is payable, but is not paid or provided for, on any Interest Payment Date other than the date of Maturity shall forthwith cease to be payable to the registered Holder hereof as of the close of business on the related Regular Record Date by virtue of having been such Holder, and may be paid either (i) to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest that is fixed by the Company, written notice of which shall be given to the Holders of Notes of this Series not less than 10 days prior to such Special Record Date, or (ii) at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in such Indenture. Payment of principal, interest, Additional Amounts and any other amounts due on this Note will be made at the office or agency of the Company maintained for that purpose in The Borough of Manhattan, The City of New York, in Mexican Pesos; provided, however, that, at the option of the Company, interest may be paid by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, that payment to the Depositary may be made by wire transfer to the account designated by the Depositary in writing. This Note is a global Security issued on the date hereof which represents Ps. 6,500,000,000 of the principal amount of the Company’s 7.25% Peso Denominated Senior Notes due 2043. This Note is one of a duly authorized issue of securities of the Company (herein called the “Notes”) issued and to be issued in one series under an Indenture, dated as of August 8, 2000, as supplemented by the First Supplemental Indenture, dated as of August 8, 2000, the Second Supplemental Indenture, dated as of January 19, 2001, the Third Supplemental Indenture, dated as of September 13, 2001, the Fourth Supplemental Indenture, dated as of March 11, 2002, the Fifth Supplemental Indenture, dated as of March 8, 2002, the Sixth Supplemental Indenture, dated as of July 31, 2002, the Seventh Supplemental Indenture, dated as of March 18, 2005, the Eighth Supplemental Indenture, dated as of May 26, 2005, the Ninth Supplemental Indenture, dated as of September 6, 2005, the Tenth Supplemental Indenture, dated as of May 9, 2007, the Eleventh Supplemental Indenture, dated as of August 24, 2007, the Twelfth Supplemental Indenture, dated as of May 12, 2008, the Thirteenth Supplemental Indenture, dated as of August 21, 2008, the Fourteenth Supplemental Indenture, dated as of November 30, 2009 and the Fifteenth Supplemental Indenture, dated as of March 22, 2010 (herein called, together with the Sixteenth Supplemental Indenture referred to below and all other indentures supplemental thereto, the “Indenture”) between the Company and The Bank of New York Mellon, as Trustee (herein called the ‘Trustee”, which term includes any successor trustee under 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 and immunities thereunder of the Company, 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, initially limited (subject to exceptions provided in the Indenture) to the aggregate principal amount specified in the Sixteenth Supplemental Indenture among the Company, The Bank of New York Mellon, as Trustee, Registrar, Paying Agent and Transfer Agent, The Bank of New York Mellon, London Branch, as London Paying Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and Transfer Agent, dated as of May 14, 2013, establishing the terms of the Notes pursuant to the Indenture (the “Sixteenth Supplemental Indenture”). If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 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 of the Notes of each series issued 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 of each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes of any series at the time Outstanding, on behalf of the Holders of all Notes of such series, 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 the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Notes 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 or such Notes. 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 interest on this Note, at the times, place and rate, and in the coin or currency, herein and in the Indenture prescribed. As provided in the Indenture and subject to certain limitations set forth therein and in this Note, the transfer of this Note may be registered on the Security Register upon surrender of this Note for registration of transfer at the office or agency of the Company maintained for the purpose in any place where the principal of and interest on 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 by 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 in book-entry fully registered form without coupons in minimum denominations of Ps. 2,000,000, and integral multiples of Ps. 10,000 as specified in the Sixteenth Supplemental Indenture establishing the terms of the Notes and as more fully provided in the Original Indenture. As provided in the Original Indenture, and subject to certain limitations set forth in the Original Indenture and in this Note, the Notes are exchangeable for a like aggregate principal amount of Notes of this Series in different authorized denominations, as requested by the Holders 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, other than in certain cases provided in the Indenture. Prior to 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, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company (i) may be discharged from its obligations with respect to the Notes (subject to certain exceptions) or (ii) may be released from its obligation under specified covenants and agreements in the Indenture. In order to be discharged from its obligations pursuant to clause (i) of the prior sentence, the Company must comply with the provisions of Sections 401 and 403 of the Indenture; provided, however, notwithstanding anything to the contrary contained in Section 401 of the Indenture, the Company shall irrevocably have deposited or caused to be deposited with the Trustee, in trust, funds specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes in the Currency in which the Notes are payable or Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, and any Additional Amounts, on the Notes, money in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on the Notes with respect to principal (and premium, if any) and interest and any Additional Amounts to the date of the deposit (if the Notes have become due and payable) or to the Stated Maturity thereof, as the case may be. In order to be released from its obligations under specified covenants and agreements in the Indenture pursuant to clause (ii) of the first sentence of this paragraph, the Company must comply with the provisions of Sections 402 and 403 of the Indenture. This Note shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any provisions relating to conflicts of laws other than Section 5-1401 of the New York General Obligations Law. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee under the Indenture by the manual signature of one of its authorized signatories, this Note shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.